SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 5, 2003
NEWELL RUBBERMAID INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-9608 36-3514169
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(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
Deerfield Corporate Centre One
13010 Morris Road, Suite 100 30004
Alpharetta, Georgia -----
(Address Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (770) 670-2232
ITEM 5. OTHER EVENTS.
On May 1, 2003, Newell Rubbermaid Inc., Citigroup Global Markets
Inc., Morgan Stanley & Co. Incorporated, Banc of America Securities
LLC, Barclays Capital Inc. and Commerzbank Capital Markets Corp.
entered into an Underwriting Agreement (the "Seven Year Notes
Underwriting Agreement") with respect to the offering and sale of
unsecured and unsubordinated notes, consisting of $250,000,000 in
4.00% Notes due 2010 (the "Seven Year Notes") under the Company's
shelf Registration Statements on Form S-3 (Registration Nos. 333-88050
and 333-103773). The sale is scheduled to close on May 6, 2003. The
Seven Yean Notes will be issued pursuant to an Indenture dated as of
November 1, 1995, between Newell Rubbermaid Inc. and JPMorgan Chase
Bank (formerly The Chase Manhattan Bank (National Association)), as
trustee (as filed with the Securities and Exchange Commission on
November 14, 1995, File No. 033-64225) (the "Indenture").
On May 1, 2003, Newell Rubbermaid Inc., Banc One Capital Markets,
Inc. and BNP Paribas Securities Corp. entered into an Underwriting
Agreement (the "Two Year Notes Underwriting Agreement") with respect
to the offering and sale of unsecured and unsubordinated notes,
consisting of $150,000,000 in 2.00% Notes Due May 1, 2005 (the "Two
Year Notes") under the Company's shelf Registration Statement on Form
S-3 (Registration No. 333-103773). The sale is scheduled to close on
May 6, 2003. The Two Year Notes will be issued pursuant to the
Indenture
A copy of the Seven Year Notes Underwriting Agreement and the
form of the Seven Year Notes are filed as Exhibits 1.1 and 4.1,
respectively, to this Report on Form 8-K, and hereby are incorporated
by reference herein. A copy of the Two Year Notes Underwriting
Agreement and the form of the Two Year Notes are filed as Exhibits 1.2
and 4.2, respectively, to this Report of Form 8-K, and hereby are
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND
EXHIBITS
(c) Exhibits.
(1.1) Underwriting Agreement dated May 1, 2003, among
Newell Rubbermaid Inc., Citigroup Global Markets
Inc., Morgan Stanley & Co. Incorporated, Banc of
America Securities LLC, Barclays Capital Inc. and
Commerzbank Capital Markets Corp.
(1.2) Underwriting Agreement dated May 1, 2003, among
Newell Rubbermaid Inc., Banc One Capital Markets,
Inc. and BNP Paribas Securities Corp.
(4.1) Form of 4.00% Notes due 2010.
(4.2) Form of 2.00% Notes Due May 1, 2005.
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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.
NEWELL RUBBERMAID INC.
Date: May 5, 2003 By: /s/ Andrea L. Horne
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Andrea L. Horne
Vice President - Corporate
Development and Corporate Secretary
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EXHIBIT INDEX
Exhibit No. Description
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1.1 Underwriting Agreement dated May 1, 2003, among Newell
Rubbermaid Inc., Citigroup Global Markets Inc., Morgan
Stanley & Co. Incorporated, Banc of America Securities
LLC, Barclays Capital Inc. and Commerzbank Capital
Markets Corp.
1.2 Underwriting Agreement dated May 1, 2003, among Newell
Rubbermaid Inc., Banc One Capital Markets, Inc. and BNP
Paribas Securities Corp.
4.1 Form of 4.00% Notes due 2010.
4.2 Form of 2.00% Notes Due May 1, 2005.
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