UNITED STATES
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) October 20, 1998
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NEWELL CO.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-9608 36-3514169
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
29 East Stephenson Street, Freeport, Illinois 61032
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (815) 235-4171
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Item 5. Other Events.
On October 20, 1998, Newell Co., a Delaware corporation
("Newell"), agreed to merge (the "Merger") Rooster Company, a Delaware
corporation and a wholly owned subsidiary of Newell ("Merger
Subsidiary"), with and into Rubbermaid Incorporated, an Ohio
corporation ("Rubbermaid"). The combined company will be called
Newell Rubbermaid Inc. The terms of the Merger are set forth in an
Agreement and Plan of Merger (the "Merger Agreement") dated as of
October 20, 1998 among Newell, Merger Subsidiary and Rubbermaid. In
the Merger, each share of Rubbermaid s common stock, par value $1.00
per share, will be converted into 0.7883 of a share of Newell's common
stock, par value $1.00 per share (the "Newell Common Stock"). Newell
and Rubbermaid issued a joint press release announcing the execution
of the Merger Agreement on October 21, 1998, a copy of which is filed
as Exhibit 99.1 hereto.
The Merger is intended to constitute a tax-free
reorganization under the Internal Revenue Code of 1986, as amended,
and is intended to be accounted for as a pooling of interests.
Consummation of the Merger is subject to various conditions,
including: (i) receipt of necessary approvals by the stockholders of
each of Newell and Rubbermaid; (ii) the expiration or termination of
applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the receipt of requisite
regulatory approvals from other foreign regulatory authorities; (iii)
registration of the shares of Newell Common Stock to be issued in the
Merger under the Securities Act of 1933, as amended (the "Securities
Act"); and (iv) satisfaction of certain other conditions.
The foregoing summary of the Merger Agreement is qualified
in its entirety by reference to the text of the Merger Agreement, a
copy of which is filed as Exhibit 2.1 hereto.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a)--(b) Not applicable.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of October
20, 1998 among Newell Co., Rooster Company and
Rubbermaid Incorporated.
99.1 Text of joint press release dated October 21,
1998, issued by Newell Co. and Rubbermaid
Incorporated.
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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 CO.
(Registrant)
Date: October 21, 1998 By: /s/ Dale L. Matschullat
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Dale L. Matschullat
Vice President -- General Counsel
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EXHIBIT INDEX
Exhibit
No. Description
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2.1 Agreement and Plan of Merger dated as of October
20, 1998 among Newell Co., Rooster Company and
Rubbermaid Incorporated.
99.1 Text of joint press release dated October 21,
1998, issued by Newell Co. and Rubbermaid
Incorporated.
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