TEXTRON INC — M&A Activity 2010

Jul 28, 2010

*SECURITIES AND EXCHANGE COMMISSION*

*WASHINGTON, D.C. 20549*

*Amendment No. 2 to*

*SCHEDULE TO*

*TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934*

*TEXTRON INC.*

(Name of Subject Company (Issuer) and Filing Persons (Offeror))

*Options to Purchase Common Stock, $0.125 par value* (Title of Class of Securities)

*883203101* (CUSIP Number of Class of Securities (Underlying Common Stock))

*Textron Inc.*

*40 Westminster Street*

*Providence, Rhode Island 02903*

*(401) 457-2555*

*Attention: Terrence O’Donnell Executive Vice President, General Counsel and Corporate Secretary*

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copy to:

*Ronald O. Mueller, Esq. Gibson, Dunn & Crutcher LLP 1050 Connecticut Avenue, NW Washington, DC 20036 (202) 955-8500 fax: (202) 530-9569*

*CALCULATION OF FILING FEE*

Transaction Valuation (1)	Amount of Filing Fee
$7,818,205	$557.44

(1) Estimated solely for purposes of calculating the amount of the filing fee. The calculation assumes that all options to purchase the Issuer’s common stock that as of June 25, 2010 may be eligible for exchange will be exchanged for new options and cancelled pursuant to this offer. These options have a value of $7,818,205 as of June 25, 2010, calculated using the Black-Scholes option pricing model.

x *Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.*

| Amount Previously Paid: $557.44 | Form or
Registration No.: 005-17699 |
| --- | --- |
| Filing Party: Textron Inc. | Date
Filed: July 1, 2010. |

o *Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.*

*Check the appropriate boxes below to designate any transactions to which the statement relates:*

o third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

*Check the following box if the filing is a final amendment reporting the results of the tender offer:*

*If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:*

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

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This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission on July 1, 2010, as previously amended by Amendment No. 1 to the Schedule TO filed with the Securities and Exchange Commission on July 13, 2010, relating to an offer by Textron Inc. (the “Company”) to exchange certain outstanding options to purchase shares of the Company’s common stock for new options (the “Offer”). This Amendment No. 2 is being filed in order to (a) re-file a communication regarding the Offer previously filed as an exhibit to the Schedule TO, and (b) file an additional communication regarding the Offer as an exhibit to the Schedule TO.

This Amendment No. 2 amends and restates only the items and exhibits to the Schedule TO that are being amended and restated as described above, and unaffected items and exhibits are not included herein. Except as specifically provided in this Amendment No. 2, the information contained in the Schedule TO remains unchanged.

*Item 12. Exhibits*

Exhibit No.	Description
(a)(1)(A)	Offer
to Exchange Certain Outstanding Stock Options for New Stock Options*
(a)(1)(B)	Form of
Email attaching Offer to Exchange Certain Outstanding Stock Options for New
Stock Options*
(a)(1)(C)	Form of
Email with Instructions for Logging onto the Option Exchange Program Website*
(a)(1)(D)	Option
Exchange Program Website Screen Shots*
(a)(1)(E)	“Program
Overview” sent to Eligible Employees and posted on Option Exchange Program
Website, incorporated by reference to Exhibit 99.3 of the Company’s
Schedule TO-C filed with the Securities and Exchange Commission on
June 18, 2010
(a)(1)(F)	Slide
Presentation For Use in Explaining the Option Exchange Program to Eligible
Employees and posted on Option Exchange Program Website, incorporated by
reference to Exhibit 99.1 of the Company’s Schedule TO-C filed with
the Securities and Exchange Commission on June 18, 2010
(a)(1)(G)	FAQs
sent to Eligible Employees and posted on Option Exchange Program Website,
incorporated by reference to Exhibit 99.4 of the Company’s
Schedule TO-C filed with the Securities and Exchange Commission on
June 18, 2010
(a)(1)(H)	“What
to Consider Before Making an Exchange” posted on Option Exchange Program
Website, incorporated by reference to Exhibit 99.2 of the Company’s
Schedule TO-C filed with the Securities and Exchange Commission on
June 23, 2010
(a)(1)(I)	Form of
Reminder Email*
(a)(1)(J)	Form of
Email Confirming Elections*
(a)(1)(K)	Form of
Email Announcing Finalization of Exchange Ratios and Strike Price for New
Options
(a)(1)(L)	Form of
Email Notifying Eligible Employees of Options Accepted for Exchange*
(a)(1)(M)	Form of
Email Notifying Eligible Employees of Option Exchange Window Closing and
Availability of Call Center
(b)	Not
applicable
(d)(1)	Textron
Inc. 2007 Long-Term Incentive Plan (Amended and Restated as of April 28,
2010)*

2

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| (d)(2) | Form of
Non-Qualified Stock Option Terms and Conditions for Options Granted under
2010 Option Exchange Program, including Stock Option Noncompetition
Agreement |
| --- | --- |
| (d)(3) | Form of
Notice of Grant |
| (g) | Not
applicable |
| (h) | Not
applicable |

*** Previously filed

3

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*SIGNATURE*

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| By: | /s/
Terrence O’Donnell |
| --- | --- |
| | Terrence
O’Donnell |
| | Executive
Vice President, General Counsel and Corporate Secretary |
| Date:
July 28, 2010 | |

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