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) November 17, 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 May 7, 1998, pursuant to an Agreement and Plan of Merger, dated
March 29, 1998, by and among Newell Co., a Delaware corporation
("Newell"), Calphalon Corporation, an Ohio corporation ("Calphalon"),
Pots & Pans Co., an Ohio corporation and a wholly owned subsidiary of
Newell ("Merger Sub"), and the shareholders of Calphalon, Newell
acquired all of the outstanding capital stock of Calphalon through
the merger of Merger Sub with and into Calphalon (the "Calphalon Merger"),
with Calphalon surviving the Calphalon Merger as a wholly owned subsidiary
of Newell. The Calphalon Merger was previously reported on Newell's
Current Report on Form 8-K Filed with the Securities and Exchange
Commission May 12, 1998.
Newell is filing herewith as Exhibit 99.1 Selected Financial Data,
Management's Discussion and Analysis of Financial Condition and Results of
Operations, and Consolidated Financial Statements of Newell, each restated
to reflect the Calphalon Merger, which was accounted for under the pooling
of interests method of accounting. The Consolidated Financial Statements
of Newell are restated for periods prior to the date of the Calphalon
Merger.
Newell is also filing herewith Exhbit 11.1 (Restated Computation of
Earnings Per Share of Common Stock) and Exhibit 12.1 (Restated Statement
of Computation of Ratio of Earnings to Fixed Charges), each as restated to
reflect the Calphalon Merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
11.1 Restated Computation of Earnings Per Share of Common
Stock
12.1 Restated Statement of Computation of Ratio of Earnings
to Fixed Charges
23.1 Consent of Arthur Andersen LLP.
27.1 Restated Financial Data Schedule for the Year Ended
December 31, 1997.
27.2 Restated Financial Data Schedule for the Year Ended
December 31, 1996.
27.3 Restated Financial Data Schedule for the Year Ended
December 31, 1995.
99.1 Restated Selected Financial Data, Management's
Discussion and Analysis of Financial Condition and
Results of Operations, and Consolidated Financial
Statements.
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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)
/s/ Dale L. Matschullat
Date: November 17, 1998 By: ----------------------------------
Dale L. Matschullat
Vice President -- General Counsel
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EXHIBIT INDEX
Exhibit
No. Description
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11.1 Restated Computation of Earnings Per Share of Common
Stock
12.1 Restated Statement of Computation of Ratio of Earnings
to Fixed Charges
23.1 Consent of Arthur Andersen LLP.
27.1 Restated Financial Data Schedule for the Year Ended
December 31, 1997.
27.2 Restated Financial Data Schedule for the Year Ended
December 31, 1996.
27.3 Restated Financial Data Schedule for the Year Ended
December 31, 1995.
99.1 Restated Selected Financial Data, Management's Discussion
and Analysis of Financial Condition and Results of
Operations, and Consolidated Financial Statements.