As filed with the Securities and Exchange Commission on April 8, 1999. Registration No. 333-00471 ---------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- RUBBERMAID INCORPORATED (Exact Name of Registrant as Specified in Its Charter) OHIO 36-0628700 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR IDENTIFICATION NO.) ORGANIZATION) 1147 AKRON ROAD JAMES A. MORGAN WOOSTER, OHIO 44691-6000 1147 AKRON ROAD (216) 264-6464 WOOSTER, OHIO 44691-6000 (Address, Including Zip (216) 264-6464 Code, and Telephone Number, (Name, Address, Including Zip Code, and Including Area Code, of Telephone Number, Registrant's Principal Including Area Code, of Agent for Service) Executive Offices) With Copies to: Frederick L. Hartmann Andrea L. Horne Schiff Hardin & Waite 6600 Sears Tower Chicago, Illinois 60606 ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not applicable. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ________________ If this form is a post effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. _____________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. --------------------------------------------------------------------- This Post-Effective Amendment No. 1 amends the Registration Statement on Form S-3 (Reg. No. 333-00471) (the "Registration Statement") of Rubbermaid Incorporated ("Rubbermaid") under which Rubbermaid registered up to $400,000,000 of senior debt securities. The Securities and Exchange Commission declared the Registration Statement effective on March 8, 1996. Rubbermaid has sold $150,000,000 of senior debt securities under the Registration Statement. Pursuant to this Post-Effective Amendment No. 1, Rubbermaid hereby deregisters the remaining unsold $250,000,000 of senior debt securities covered by the Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beloit, State of Wisconsin, on this 7th day of April, 1999. RUBBERMAID INCORPORATED (Registrant) By: /s/ William T. Alldredge William T. Alldredge Vice President - Finance Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ Thomas A. Ferguson, Jr. President (Principal April 7, 1999 Thomas A. Ferguson, Jr. Executive Officer) /s/ William T. Alldredge Vice President - April 7, 1999 William T. Alldredge Finance (Principal Financial and Accounting Officer) /s/ Dale L. Matschullat Vice President - April 7, 1999 Dale L. Matschullat General Counsel and Director /s/ Clarence R. Davenport Vice President, April 7, 1999 Clarence R. Davenport Treasurer, Assistant Secretary and Director /s/ Brett E. Gries Director April 7, 1999 Brett E. Gries