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) June 6, 1997
NEWELL CO.
----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-9608 36-3514169
- -------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification No.)
29 East Stephenson Street, Freeport, Illinois 61032
----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (815) 235-4171
---------------
Item 5. Other Events
On June 6, 1997 the Company amended a Distribution Agreement and entered
into a Remarketing Agreement in connection with a proposed public offering
from time to time of Medium-Term Notes (including Remarketed Notes) under the
Company's shelf Registration Statement on Form S-3 (Registration No.
33-64225).
In connection with the above-referenced Registration Statement, copies of
the form of Remarketing Agreement, the amendment to the Distribution
Agreement and form of Remarketed Medium-Term Note are filed as Exhibits 1.1,
1.2 and 4.1, respectively, to this Report on Form 8-K, and hereby are
incorporated by reference herein. In addition, filed as Exhibit 12 hereto is
the computation of ratios of earnings to fixed charges for the Company for
the three months ended March 31, 1997 and the fiscal years 1996, 1995, 1994,
1993 and 1992.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
(1.1) Remarketing Agreement, dated as of June 6, 1997, among
Newell Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Chase Securities Inc., Morgan Stanley & Co.
Incorporated, and First Chicago Capital Markets, Inc.
(1.2) First Amendment, dated as of June 6, 1997 to the Distribution
Agreement dated as of May 3, 1996 among Newell Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Chase Securities
Inc., Morgan Stanley & Co. Incorporated and First Chicago
Capital Markets, Inc.
(4.1) Form of Remarketed Note.
(12) Computation of ratios of earnings to fixed charges for the
three months ended March 31, 1997 and the fiscal years 1996,
1995, 1994, 1993 and 1992.
SIGNATURE
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.
Date: June 6, 1997 NEWELL CO.
By: /s/ William T. Alldredge
-----------------------------------
William T. Alldredge
Vice President - Finance
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1.1 Remarketing Agreement, dated as of June 6, 1997, among
Newell Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Chase Securities Inc., Morgan Stanley &
Co. Incoporated, and First Chicago Capital Markets,
Inc.
1.2 First Amendment, dated as of June 6, 1997 to the
Distribution Agreement dated as of May 3, 1996 among
Newell Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Chase Securities Inc., Morgan Stanley &
Co. Incorporated and First Chicago Capital Markets,
Inc.
4.1 Form of Remarketed Note.
12 Computation of ratios of earnings to fixed charges for
the three months ended March 31, 1997 and the fiscal
years 1996, 1995, 1994, 1993 and 1992.