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) March 11, 1999
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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.
At a special meeting of the stockholders of Newell Co. ("Newell")
held on March 11, 1999, Newell's stockholders approved two proposals
relating to Newell's previously announced proposed acquisition of
Rubbermaid Incorporated ("Rubbermaid") through the merger of a wholly
owned subsidiary of Newell with and into Rubbermaid (the "Merger").
The first proposal approved was the authorization of the issuance to
Rubbermaid stockholders of 0.7883 of a share of Newell's common stock
for each share of Rubbermaid common stock held by those stockholders
at the time of the Merger. The second proposal approved was the
amendment of Newell's Restated Certificate of Incorporation, as
amended, to change Newell's name at the time of the Merger to "Newell
Rubbermaid Inc." Newell expects to complete the Merger within the
next two weeks.
The text of the joint press release of Newell and Rubbermaid
issued on March 11, 1999 relating to the stockholders' approval of the
proposals relating to the Merger is filed herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
99.1 Text of joint press release of Newell and Rubbermaid
issued March 11, 1999.
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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: March 11, 1999 By: /s/ Dale L. Matschullat
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Dale L. Matschullat
Vice President -- General
Counsel
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EXHIBIT INDEX
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Exhibit
No. Description
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99.1 Text of joint press release of Newell and Rubbermaid
issued March 11, 1999.