UNITED
STATES
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): August 11, 2006
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)
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))
Item
2.01 Completion of Acquisition or Disposition of
Assets.
On
August
11, 2006, Textron Inc. ("Textron") completed the sale of Textron's fastening
systems business (the business being sold is referred to herein as the "FS
Business") to TFS Acquisition Corporation pursuant to a Purchase Agreement
(the
"Purchase Agreement") dated May 31, 2006 by and between Textron and TFS
Acquisition Corporation. TFS Acquisition Corporation, a Delaware corporation,
is
an investment vehicle formed for purposes of the purchase by Platinum Equity,
a
private equity investment firm located in California. Pursuant to the Purchase
Agreement, Textron sold, or caused its applicable subsidiaries to sell, to
TFS
Acquisition Corporation or its designated subsidiaries (i) the shares of capital
stock, limited liability company interests and partnership interests in the
subsidiaries of Textron that conduct the FS Business and (ii) certain
intellectual property used by the FS Business. In addition, Textron will
provide, or cause to be provided, certain transition services to TFS Acquisition
Corporation and its subsidiaries for a period of time. The purchase price paid
for the FS Business, after preliminary adjustments, consists of a cash payment
of $610.2 million, assumption of $15.1 million of net indebtedness and
assumption of certain liabilities related to the FS Business, subject to a
final
adjustment based on the audited net asset value, net debt and cash balances
at
the closing date.
The
foregoing description of the transaction does not purport to be complete and
is
qualified in its entirety by reference to the Purchase Agreement, which is
incorporated by reference herein as Exhibit 2.1.
Item
9.01 Financial Statements and
Exhibits.
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2.1
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Purchase
Agreement dated May 31, 2006 by and between Textron Inc. and TFS
Acquisition Corporation. Incorporated by reference to Exhibit 2.1
to
Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended July
1, 2006.
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NOTE:
The
Table of Contents of the Purchase Agreement listed as Exhibit 2.1 contains
a
list briefly identifying the contents of all omitted schedules and exhibits.
Textron will supplementally furnish a copy of any omitted schedule or exhibit
to
the Commission upon request.
SIGNATURES
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:
August 11, 2006
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By:
/s/John
R. Curran
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Name:
John R. Curran
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Title: Vice
President Mergers &
Acquisitions
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EXHIBIT
INDEX
Exhibit
No.
Exhibit
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2.1
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Purchase
Agreement dated May 31, 2006 by and between Textron Inc. and TFS
Acquisition Corporation. Incorporated by reference to Exhibit 2.1
to
Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended July
1, 2006.
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