UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
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 24, 1999
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NEWELL RUBBERMAID INC.
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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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NEWELL CO.
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 24, 1999, Newell Co., a Delaware corporation (the
"Registrant"), completed its previously announced merger with
Rubbermaid Incorporated, an Ohio corporation ("Rubbermaid").
Pursuant to the Agreement and Plan of Merger, dated as of October
20, 1999 (the "Merger Agreement"), among the Registrant, Rooster
Company, a Delaware corporation and a wholly owned subsidiary of
the Registrant ("Merger Sub"), and Rubbermaid, Merger Sub merged
with and into Rubbermaid and Rubbermaid became a wholly owned
subsidiary of the Registrant (the "Merger"). As a result of the
Merger, each outstanding share of Rubbermaid common stock was
converted into 0.7883 of a share of Newell common stock, with
cash to be paid in lieu of the issuance of fractional shares of
Newell common stock. Under the terms of the Merger Agreement,
each option to acquire Rubbermaid common stock was also converted
on the same basis into an option to acquire Newell common stock.
The exchange ratio and other terms of the Merger Agreement were
determined through arm's length negotiations between
representatives of the Registrant and Rubbermaid.
The Merger was treated as a tax-free reorganization for
federal income tax purposes and will be accounted for under the
pooling-of-interests method of accounting. The text of the joint
press release of the Registrant and Rubbermaid issued on March
24, 1999 relating to the completion of the Merger is filed
herewith as Exhibit 99.1.
In connection with the Merger, the Registrant also amended
its Restated Certificate of Incorporation to change its corporate
name from "Newell Co." to "Newell Rubbermaid Inc." The text of
the Restated Certificate of Incorporation, as amended, is filed
herewith as Exhibit 3.1.
Pursuant to the Merger Agreement, the Registrant's board of
directors now consists of the following members: William P. Sovey
(Chairman); John J. McDonough; Wolfgang R. Schmitt; Tom H.
Barrett; Scott S. Cowen; Alton F. Doody; Thomas J. Falk; Daniel
C. Ferguson; Thomas A. Ferguson, Jr.; Robert L. Katz; William D.
Marohn; Elizabeth Cuthbert Millett; Cynthia A. Montgomery; Allan
P. Newell; and Gordon R. Sullivan.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The audited consolidated financial statements of Rubbermaid
as of December 31, 1997 and for the years ended December 31,
1997, 1996 and 1995 have previously been filed with the
Securities and Exchange Commission (the "Commission") as part of
the Registrant's Form 8-K/A dated November 20, 1998 and are
incorporated herein by reference.
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The unaudited consolidated financial statements of
Rubbermaid as of October 2, 1998 and for the periods ended
October 2, 1998 and September 30, 1997 have previously been filed
with the Commission as part of Rubbermaid's Quarterly Report on
Form 10-Q for the quarter ended October 2, 1998 and are
incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma financial information of the
Registrant as of and for the year ended December 31, 1998 has
previously been filed with the Commission as part of the
Registrant's Form 10-K for the year ended December 31, 1998 and
is incorporated herein by reference.
The unaudited pro forma financial information of the
Registrant as of September 30, 1998, for the periods ended
September 30, 1998 and 1997, and for the years ended December 31,
1997, 1996 and 1995, have previously been filed with the
Commission on February 4, 1999 as part of the Registrant's
Registration Statement on Form S-4 (Reg. No. 333-71747) and are
incorporated herein by reference.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of October
20, 1998, by and between Newell Co., Rooster
Company and Rubbermaid Incorporated (incorporated
by reference to Exhibit 2.1 to the Registrant's
Current Report on Form 8-K dated October 20,
1998).
3.1 Restated Certificate of Incorporation of Newell
Rubbermaid Inc., as amended.
3.2 By-Laws of Newell Rubbermaid Inc., as amended.
23.1 Consent of KPMG LLP.
99.1 Text of joint press release of Newell Co. and
Rubbermaid Incorporated issued March 24, 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 RUBBERMAID INC.
(Registrant)
Date: March 24, 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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2.1 Agreement and Plan of Merger, dated as of October 20,
1998, by and between Newell Co., Rooster Company and
Rubbermaid Incorporated (incorporated by reference to
Exhibit 2.1 to the Registrant's Current Report on Form
8-K dated October 20, 1998).
3.1 Restated Certificate of Incorporation of Newell
Rubbermaid Inc., as amended.
3.2 By-Laws of Newell Rubbermaid Inc., as amended.
23.1 Consent of KPMG LLP.
99.1 Text of joint press release of Newell Co. and
Rubbermaid Incorporated issued March 24, 1999.