UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): October 9,
2009
TEXTRON
INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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I-5480
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05-0315468
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(State
of
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(Commission
File Number)
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(IRS
Employer
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Incorporation)
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Identification
Number)
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40
Westminster Street, Providence, Rhode Island 02903
(Address of principal executive offices)
(Address of principal executive offices)
Registrant’s
telephone number, including area code: (401) 421-2800
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instructions A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange
Act (17 CFR 240.13e-4(c))
On October 9, 2009, the Limited Tender
Offers (as defined below) made by Textron Inc., a Delaware corporation (“Textron”), and Textron
Financial Corporation, a Delaware corporation and wholly-owned subsidiary of
Textron (“TFC” and
together with Textron, the “Issuers”)
expired. The separate cash tender offers, including the Any and All
Offer described below (collectively, the “Offers”), for up to
$650,000,000 aggregate principal amount of five separate series of outstanding
debt securities (the “Securities”) of the Issuers
resulted in an aggregate of $587,303,000 principal amount of Securities of the
Issuers being validly tendered and accepted for purchase. The Offers
were made pursuant to the Offer to Purchase, dated September 14, 2009 (the
“Offer to Purchase”),
and the related Letter of Transmittal, dated September 14, 2009, which together
set forth a more detailed description of the terms and conditions of the
Offers.
The
Offers consisted of five separate offers (each an “Offer”), with one Offer made
and consummated by Textron to purchase any and all of its 4 1/2% Notes due
August 1, 2010 (CUSIP number 883203BJ9) (the “4.5% Textron Securities”)
(such Offer is referred to as the “Any and All Offer”), one
Offer made by Textron to purchase up to $150,000,000 aggregate principal amount
of its outstanding 6.500% Notes due June 1, 2012 (CUSIP Number 883203BH3) (the
“6.5% Textron
Securities”) (such Offer is referred to as the “Textron Partial Tender Offer” and
together with the Any and All Offer, the “Textron Offers”), two Offers
made by TFC to purchase up to the Maximum Principal Amount to be Accepted
described below of its outstanding 5.125% Medium-Term Notes, Series E (CUSIP
Number 88319QJ20) (the “MTO
Level 1 Securities”) and its outstanding 4.60% Medium-Term Notes, Series
E (CUSIP Number 88319QH22) (the “MTO Level 2 Securities”)
(such Offers are referred to as the “Maximum Tender Offers”) and
one Offer made by TFC to purchase up to $150,000,000 aggregate principal amount
of its outstanding 6% Notes due 2009 (CUSIP Number 883199AQ4) (such Offer is
referred to as the “TFC
Partial Tender Offer”
and collectively with the Textron Partial Tender Offer and the Maximum Tender
Offers, the “Limited Tender
Offers”).
As
previously announced, the Any and All Offer expired as of 5:00 p.m. New York
City time on September 21, 2009 and $122,318,000 aggregate principal amount of
the 4.5% Textron Securities were tendered and accepted therein. The
tender offer consideration of $1,017.50 per $1,000 principal amount of 4.5%
Textron Securities, plus accrued and unpaid interest from and including the last
interest payment date (August 1, 2009) to, but not including, the settlement
date, has been paid by Textron.
The Limited Tender Offers expired as of
11:59 p.m. New York City time on October 9, 2009 (the “Limited Tender Offers Expiration
Date”). The following table sets forth the Securities that
were validly tendered and accepted in the Limited Tender
Offers. Settlement of the Limited Tender Offers is expected to occur
today and, subject to the terms and conditions of the Offers in the Offer to
Purchase, the holders thereof will be entitled to receive (i) the applicable
Full Tender Offer Consideration per $1,000.00 principal amount of Securities
purchased (as specified in the table below), if the Securities were validly
tendered and not withdrawn at or before 5:00 p.m. New York City time on
September 25, 2009 (the “Early
Tender Date”) or (ii) the applicable Late Tender Offer Consideration per
$1,000.00 principal amount of Securities purchased (as specified in the table
below), if the Securities were validly tendered and accepted after the Early
Tender Date but at or before 11:59 p.m., New York City time on the Limited
Tender Offers Expiration Date, plus accrued and unpaid interest from the
applicable last interest payment date to, but not including, the settlement date
for the purchase of such Securities:
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Issuer
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CUSIP
Number
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Title
of Security
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Principal
Amount Outstanding
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Full
Tender Offer Consideration
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Late
Tender Offer Consideration
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Principal
Amount Tendered
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Principal
Amount Tendered and Accepted
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Textron
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883203BH3
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6.500%
Notes due June 1, 2012
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$300,000,000
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$1,040.00
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$1,010.00
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$145,948,000
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$145,948,000
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TFC
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88319QJ20
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5.125%
Medium-Term Notes, Series E
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$317,332,000
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$1,002.50
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$972.50
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$152,555,000
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$152,555,000
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TFC
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88319QH22
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4.6%
Medium-Term Notes, Series E
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$385,779,000
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$1,015.00
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$985.00
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$238,995,000
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$79,168,000
(1)
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TFC
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883199AQ4
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6%
Notes due 2009
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$471,907,000
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$1,002.50
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$972.50
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$87,314,000
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87,314,000
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(1)
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The
principal amount of MTO Level 2 Securities validly tendered and not
validly withdrawn in the applicable Limited Tender Offer at or before
11:59 p.m. New York City time on the Limited Tender Offers Expiration Date
exceeded the Maximum Principal
Amount to be Accepted (as described below). As a result, the
MTO Level 2 Securities accepted for purchase are subject to proration
(rounded downward such that holders are returned MTO Level 2 Securities in
integral multiples of $1,000) at a factor of approximately 33.25% of the
MTO Level 2 Securities validly tendered and not validly withdrawn. The Maximum
Principal Amount to be Accepted, in the case of TFC's offer for its MTO
Level 2 Securities, was equal to the difference between $500,000,000 and
the sum of (x) the aggregate principal amount of 4.5% Textron Securities
and 6.5% Textron Securities validly tendered and accepted for purchase by
Textron in the Textron Offers and (y) the aggregate principal amount of
MTO Level 1 Securities validly tendered and accepted for purchase by
TFC.
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SIGNATURES
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Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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TEXTRON
INC.
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(Registrant)
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Date: October
13, 2009
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By:
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/s/
Terrence O’Donnell
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Terrence
O’Donnell
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Executive
Vice President and General Counsel
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