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): May 13, 2008
TEXTRON
INC.
(Exact
name of Registrant as specified in its charter)
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))
On May 13, 2008, Textron Financial
Corporation’s (“Textron Financial”) affiliate, Textron Financial Floorplan
Master Note Trust (the “Trust”), issued variable funding notes in an amount of
up to $418.995 million (the “Series 2008-CP-2 Variable Funding Notes”) pursuant
to its dealer floorplan securitization program (the “Floorplan Securitization
Program”). Textron Financial is a wholly-owned subsidiary of Textron
Inc. The Class A Series 2008-CP-2 Variable Funding Note is held by
Société Générale (“SG”), as managing agent for certain commercial paper conduits
administered by SG, and provides for a commitment thereunder of $375
million. The Class A Series 2008-CP-2 Variable Funding Note has an
interest rate equal to the commercial paper costs of the conduit purchasers plus
monthly fees. The subordinated Class B Series 2008-CP-2 Variable
Funding Note is held by Textron Receivables Corporation III (“TRC III”), a
wholly-owned subsidiary of Textron Financial. The Series 2008-CP-2
Variable Funding Notes were fully funded at closing and principal amounts may be
repaid and incremental fundings may be made from time to time thereunder subject
to the satisfaction of customary conditions precedent. The scheduled
termination date for the Series 2008-CP-2 Variable Funding Notes is in May
2009.
The Series 2008-CP-2 Variable Funding
Notes and all other series of notes previously issued by the Trust and
outstanding are all secured primarily by a revolving pool of dealer floorplan
receivables originated from time to time by Textron Financial and sold to TRC
III. TRC III further conveys such receivables to the
Trust. Textron Financial will remain as servicer of the
receivables. As owner of the Trust, TRC III retains a residual
interest in the assets of the Trust.
In connection with the issuance of the
Series 2008-CP-2 Variable Funding Notes, Textron Financial and the Trust entered
into a Series 2008-CP-2 Supplement to the Amended and Restated Indenture, by and
among the Trust, The Bank of New York, as indenture trustee, and Textron
Financial, as servicer, pursuant to which the Series 2008-CP-2 Variable Funding
Notes were issued and collections, defaults and other amounts in respect of the
receivables are allocated to the Series 2008-CP-2 Variable Funding Notes (the
“Agreement”). The summary of the Agreement set forth in this Item
1.01 is qualified in its entirety by reference to the text of the Agreement
which is filed as Exhibit 4.1 and is incorporated by reference
herein.
Pursuant to the Floorplan
Securitization Program documents, Textron Financial, TRC III and the Trust have
made representations and warranties regarding the receivables as well as their
businesses and properties and are required to comply with various covenants,
servicing procedures, reporting requirements and other customary requirements
for similar securitized facilities. The Floorplan Securitization
Program documents also include usual and customary early amortization events and
events of default for securitized facilities of this nature. The sale
of receivables under the Floorplan Securitization Program is an off-balance
sheet arrangement.
In addition, on May 13, 2008, the Trust
entered into an amendment to the Series 2008-CP-1 Supplement to the Amended and
Restated Indenture (the “Amendment”), by and among the Trust, The Bank of New
York, as indenture trustee, and Textron Financial, as servicer, to make certain
technical amendments related to the allocation of certain collections and the
calculation of certain amounts in respect of the Series 2008-CP-1 Variable
Funding Notes previously issued by the Trust. The summary of the
Amendment set forth in this Item 1.01 is qualified in its entirety by reference
to the text of the Amendment which is filed as Exhibit 4.2 and is incorporated
by reference herein.
Item 2.03. Creation
of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet
Arrangement of a Registrant
The
information set forth above under Item 1.01 of this Current Report on Form 8-K
is hereby incorporated into this Item 2.03 by reference.
Item 9.01. Financial
Statements and Exhibits
Exhibit
Number
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Description
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4.1
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Series
2008-CP-2 Supplement, dated as of May 13, 2008, to the Amended and
Restated Indenture, dated as of May 26, 2005, by and among Textron
Financial Floorplan Master Note Trust, The Bank of New York, as indenture
trustee, and Textron Financial, as servicer. Incorporated by reference to
Exhibit 4.1 to Textron Financial’s Current Report on Form 8-K filed May
16, 2008.
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4.2
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Amendment
No. 1, dated as of May 13, 2008, to Series 2008-CP-1 Supplement, dated as
of March 20, 2008, to the Amended and Restated Indenture, dated as of May
26, 2005, by and among Textron Financial Floorplan Master Note Trust, The
Bank of New York, as indenture trustee, and Textron Financial, as
servicer. Incorporated by reference to Exhibit 4.2 to Textron Financial’s
Current Report on Form 8-K filed May 16, 2008.
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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: May
16, 2008
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By:
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/s/Mary
F. Lovejoy |
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Mary
F. Lovejoy
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Vice
President and Treasurer
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