SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
FORM 10-K/A NO. 1
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended Commission file number
December 31, 1997 1-9608
NEWELL CO.
(Exact name of Registrant as specified in its charter)
DELAWARE 36-3514169
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Newell Center
29 East Stephenson Street
Freeport, Illinois 61032-0943
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (815) 235-4171
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Common Stock, $1 par value per share, New York Stock Exchange
and associated Preferred Stock Purchase Chicago Stock Exchange
Rights
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. (X)
There were 159.2 million shares of the Registrant's Common Stock
outstanding as of December 31, 1997. The aggregate market value of
the shares of Common Stock (based upon the closing price on the New
York Stock Exchange on that date) beneficially owned by nonaffiliates
of the Registrant was approximately $6,417.1 million. For purposes of
the foregoing calculation only, which is required by Form 10-K, the
Registrant has included in the shares owned by affiliates those shares
owned by directors and officers of the Registrant, and such inclusion
shall not be construed as an admission that any such person is an
affiliate for any purpose.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as
amended, Newell Co., alone or with its wholly-owned subsidiaries, as the
context requires (in either case, the "Company"), hereby amends the
Company's annual report on Form 10-K as filed with the Securities and
Exchange Commission on March 26, 1998 (this "Form 10-K"). This
Amendment No. 1 is being filed in order to include Exhibit 27 as an exhibit
to this Form 10-K.
2
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
- ----------------------------------------------------------------
(a) Document filed as part of this amendment:
(3) The following exhibit is filed as part of this amendment:
3
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, thereunto duly authorized.
NEWELL CO.
Registrant
By: /s/ Dale L. Matschullat
--------------------------
Dale L. Matschullat
Date: April 16, 1998
4
(C) EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------- ----------------------
Item 3. Articles of 3.1 Restated Certificate of Incorporation of Newell Co., as amended as of
Incorporation September 7, 1995 (incorporated by reference to Exhibit 3.1 to the
and By-Laws Company's Annual Report on Form 10-K for the year ended December 31, 1995
(the "1995 Form 10-K").
3.2 By-Laws of Newell Co., as amended through November 9, 1995 (incorporated by
reference to Exhibit 4.2 to Pre-effective Amendment No. 1 to the Company's
Registration Statement on Form S-3, Reg. No.33-64225, filed January 23,
1996).
Item 4. Instruments 4.1 Restated Certificate of Incorporation of Newell Co., as amended as
defining the of September 7, 1995, is included in Item 3.1.
rights of
security
holders,
including
indentures
4.2 By-Laws of Newell Co., as amended through November 9, 1995, are
included in Item 3.2.
4.3 Rights Agreement dated as of October 20, 1988 between the
Company and First Chicago Trust Company of New York (formerly
known as Morgan Shareholders Services Trust Company)(incorporated by
reference to Exhibit 4 to the Company's Current Report on Form 8-K dated
October 25, 1988).
4.4 Indenture dated as of April 15, 1992, between the Company and The Chase
Manhattan Bank (National Association), Trustee (incorporated by reference to
Exhibit 4.4 to the Company's Report on Form 8 amending the Company's
Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1992).
Pursuant to item 601(b)(4)(iii)(A) of Regulation S-K, the Company is not
filing certain documents. The Company agrees to furnish a copy of each such
document upon the request of the Commission.
Item 10. Material *10.1 The Newell Long-Term Savings and Investment Plan, as amended and
Contracts restated effective May 1, 1993 (incorporated by reference to Exhibit 10.1 to
the Company's Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1993 (the "June 1993 Form 10-Q")).
*10.2 The Company's Amended and Restated 1984 Stock Option Plan, as amended
through February 14, 1990 (incorporated by reference to Exhibit 10.2 to the
Company's Annual Report on Form 10-K for the year ended December 31, 1990
(the "1990 Form 10-K")).
*10.3 Newell Co. Deferred Compensation Plan, as amended, effective October 23,
1986 (incorporated by reference to Exhibit 10.3 to the 1995 Form 10-K.
5
*10.4 Newell Operating Company's ROA Cash Bonus Plan, effective January 1, 1977,
as amended (incorporated by reference to Exhibit 10.8 to the 1981 Form
S-14).
*10.5 Newell Operating Company's ROI Cash Bonus Plan, effective July 1, 1966, as
amended (incorporated by reference to Exhibit 10.9 to the 1981 Form S-14).
*10.6 Newell Operating Company's Pension Plan for Salaried and Clerical Employees,
as amended and restated, effective January 1, 1989 (incorporated by
reference to Exhibit 10.2 to the June 1993 Form 10-Q).
*10.7 Newell Operating Company's Pension Plan for Factory and Distribution
Hourly-Paid Employees, as amended and restated, effective January 1, 1984
(incorporated by reference to Exhibit 10.10 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1985 (File No. 0-7843) (the
"1985 Form 10-K").
*10.8 Newell Operating Company's Supplemental Retirement Plan for Key Executives,
effective January 1, 1982, as amended (incorporated by reference to
Amendment No. 2 to the Company's Registration Statement on Form S-14, File
No. 2-71121, filed February 2, 1982).
*10.9 Form of Employment Security Agreement with six executive officers
(incorporated by reference to Exhibit 10.10 to the 1990 Form 10-K).
10.10 Form of Placement Agency Agreement relating to private placement to
accredited investors of unsecured notes of the Company (incorporated by
reference to Exhibit 10.20 to the 1993 Form 10-K).
10.11 Amended and Restated Credit Agreement dated as of June 12, 1995 and amended
and restated as of August 5, 1997 among the Company, certain of its affiliates,
The Chase Manhattan Bank (National Association), as Agent, and the banks whose
names appear on the signature pages thereto (incorporated by reference to
Exhibit 10.17 to the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997).
10.12 Amended and Restated Trust Agreement, dated as of December 12, 1997 among
Newell Co., as Depositor, The Chase Manhattan Bank, as Property Trustee,
Chase Manhattan Delaware Trustee and C.R. Davenport, Brett E. Gries
and Ronn L. Claussen, as Administrative Trustees (incorporated by
reference to Exhibit 4.2 to the Company's Registration Statement on Form
S-3, File No. 333-47261, filed March 3, 1998 (the "1998 Form S-3").
10.13 Junior Convertible Subordinated Indenture for the 5.25% Convertible
Subordinated Debentures, dated as of December 12, 1997, among Newell Co. and
The Chase Manhattan Bank, as Indenture Trustee (incorporated by reference to
Exhibit 4.3 to the 1998 Form S-3).
10.14 Registration Rights Agreement, dated December 12, 1997, between Newell
Financial Trust I and Goldman, Sachs & Co., Morgan Stanley & Co.
Incorporated, Robert W. Baird & Co. Incorporated, Bear, Sterns & Co. Inc.
and Merrill Lynch & Co., as Initial Purchasers (incorporated by reference to
Exhibit 10.1 to the 1998 Form S-3).
6
10.15 Shareholders' Agreement and Irrevocable Proxy, dated as of June 21, 1985,
among American Tool Companies, Inc., Newell Co., Allen D. Petersen,
Kenneth L. Cheloha, Robert W. Brady, William L. Kiburz, Flemming Andresen
and Ane C. Patterson.
10.16 Newell Co. 1993 Stock Option Plan, effective February 9, 1993, as amended
through November 6, 1997.
Item 11. Exhibit 11 Statement of Computation of Earnings per Share of Common Stock.
Item 12. Exhibit 12 Statement of Computation of Earnings to Fixed Charges.
Item 21. Subsidiaries 21.1 Significant Subsidiaries of the Company.
of the
Registrant
Item 23. Consent of 23.1 Consent of Arthur Andersen LLP.
experts and
counsel
Item 27. Financial **27 Financial Data Schedule.
Data Schedule
Item 99. Additional 99 Safe Harbor Statement.
Exhibits
*Management contract or compensatory plan or arrangement of Company.
** Filed herewith.
5
