As filed with the Securities and Exchange Commission on July 21, 1995.
Registration No. 33-53091
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
_________________________________
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
(815) 235-4171
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Dale L. Matschullat
4000 Auburn Street
Rockford, Illinois 61125
(815) 969-6101
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
With Copies to:
Linda J. Wight Anthony T. Iler
Schiff Hardin & Waite Irell & Manella
7200 Sears Tower 333 South Hope Street, Suite 3300
Chicago, Illinois 60606 Los Angeles, California 90071
(312) 876-1000 (213) 229-0516
_________________________________
Approximate date of commencement of the proposed sale of the
securities to the public: From time to time after the effective date of
this Registration Statement.
If the 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. [X]
2
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 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. [_]
_________________________________
The Registrant hereby amends this Registration Statement to deregister
1,008 shares of Common Stock previously registered hereby and to include a
material change with respect to the plan of distribution.
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This Post-Effective Amendment No. 1 is being filed by the
Registrant to remove from registration 1,008 shares of Common Stock,
par value $1.00 per share, previously registered and intended to be
offered on a delayed or continued basis pursuant to Rule 415 under the
Securities Act of 1933 but which have not been offered or sold and to
include a material change with respect to the plan of distribution.
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PROSPECTUS
NEWELL CO.
UP TO 43,330 SHARES
COMMON STOCK, $1.00 PAR VALUE PER SHARE
(INCLUDING RELATED PREFERRED STOCK PURCHASE RIGHTS)
The shares of Common Stock, par value $1.00 per share (the
"Common Stock"), together with the Preferred Stock Purchase Rights
(the "Rights") offered to the public hereby (collectively, the
"Shares") are outstanding shares of Newell Co., a Delaware corporation
(the "Company"), that may be sold by the Selling Stockholder as set
forth under "Selling Stockholder." The Company will not receive any
part of the proceeds from the sale of the Shares. The Common Stock is
listed on the New York Stock Exchange, Inc. (the "NYSE") and the
Chicago Stock Exchange (the "CSE") under the symbol NWL. On July
____, 1995, the closing sale price for the Common Stock (as reported
on the Composite Tape for NYSE-listed issues) was $_____.
_________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPEC-
TUS. ANY REPRESENTATION TO THE CON-
TRARY IS A CRIMINAL OFFENSE.
________________________________
The Company has been advised that sales of the Shares may be made
from time to time by or for the account of the Selling Stockholder on
the NYSE, in the over-the-counter market, in private transactions or
otherwise through broker-dealers. Any such sales will be made either
at market prices prevailing at the time of sale or at negotiated
prices. Any broker-dealer may either act as agent for the Selling
Stockholder or may purchase any of the Shares as principal and
thereafter may sell such Shares from time to time in transactions on
the NYSE, the CSE or in the over-the-counter market at prices
prevailing at the time of sale or at negotiated prices.
________________________________
The date of this Prospectus is July ____, 1995.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC").
Reports, proxy statements and other information filed by the Company
can be inspected and copied at prescribed rates at the public
reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SEC's Regional
Offices located at Seven World Trade Center, New York, New York,
10048; and the Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. The Common Stock is listed
on the NYSE and the CSE and such reports, proxy statements and other
information concerning the Company can be inspected at the offices of
the NYSE, 20 Broad Street, New York, New York 10005 and at the offices
of the CSE, One Financial Place, 440 South LaSalle Street, Chicago,
Illinois 60605-1070.
The Company has filed with the SEC a registration statement on
Form S-3 (File No. 33-53091) (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"). This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. For further
information, reference is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company pursuant to the
Exchange Act are hereby incorporated by reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994;
(b) The Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994;
(c) The description of the Rights contained in the
Company's Registration Statement on Form 8-A dated
October 25, 1988, including any amendment or
report filed for the purpose of updating such
description;
(d) The description of the Common Stock, contained in
the Company's Registration Statement on Form 8-B
dated June 30, 1987, including any amendment or
report filed for the purpose of updating such
description; and
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(e) All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all
securities offered have been sold or which
deregisters all securities then remaining unsold.
Any statement contained herein or in a document incorporated by
reference or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to
the extent that such statement is modified or superseded by any other
subsequently filed document which is incorporated or is deemed to be
incorporated by reference herein. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person, including
any beneficial owner, to whom a copy of this Prospectus has been
delivered, upon the written or oral request of such person, a copy of
any or all of the documents which are incorporated herein by
reference, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference into such documents).
Requests for such copies should be directed to: Richard H. Wolff,
Secretary, Newell Co., 4000 Auburn Street, Rockford, Illinois 61125
(telephone: (815) 969-6111).
THE COMPANY
The Company is a manufacturer and full-service marketer of high-
volume consumer products serving the needs of volume purchasers. The
Company's basic strategy is to merchandise a multi-product offering of
brand-name staple products, with an emphasis on excellent customer
service, in order to achieve maximum results for its stockholders.
Product categories include housewares, hardware, home furnishings and
office products. Each group of the Company's products is manufactured
and sold by a subsidiary or division (each referred to herein as a
"division," even if separately incorporated).
The Company manages the activities of its divisions through
executives at the corporate level, to whom the divisional managers
report, and controls financial activities through centralized
accounting, capital expenditure reporting, cash management, order
processing, billing, credit, accounts receivable and data processing
operations. The production and marketing functions of each division,
however, are conducted with substantial independence. Each division
is managed by employees who make day-to-day operating and sales
decisions and participate in an incentive compensation plan that ties
a significant part of their compensation to their division's
performance. The Company believes that this allocation of
responsibility and system of incentives fosters an entrepreneurial
approach to management that has been important to the Company's
success.
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As of July __, 1995, there were ________ shares of Common Stock
and related Rights outstanding. For the fiscal year ended December
31, 1994, the Company had net sales of approximately $2,074,934,000
and operating income of approximately $357,865,000.
The principal executive offices of the Company are located at
Newell Center, 29 East Stephenson Street, Freeport, Illinois 61032,
and its telephone number is (815) 235-4171.
SELLING STOCKHOLDER
The Shares covered by this Prospectus are being offered by or for
the account of the David and Susan F. Lederman Revocable Trust dated
July 26, 1986, as amended, of which David and Susan Lederman are the
trustees (the "Selling Stockholder"). The Selling Stockholder was the
sole stockholder of Jareen Co ("Jareen"), which became a wholly-owned
subsidiary of the Company on November 12, 1993, pursuant to an
Agreement and Plan of Reorganization (the "Reorganization Agreement")
dated as of November 12, 1993 by and among the Company, JC Acquisition
Co., a California corporation, Jareen, the Selling Stockholder and
David and Susan Lederman. Pursuant to the Reorganization Agreement
and the terms of the Escrow Agreement by and between the Company, the
Selling Stockholder, David and Susan Lederman and Firstar Trust
Company, the Selling Stockholder received 43,330 Shares in exchange
for all of the outstanding shares of Common Stock of Jareen, no par
value.
In connection with the Company's acquisition of Jareen, the
Company engaged David and Susan Lederman to serve as consultants with
respect to Jareen's North American operations until December 31, 1995.
The Company agreed to pay $1,000 per month plus medical coverage and a
per diem rate of $500 per person plus actual expenses incurred for
each day actually worked for the period beginning January 1, 1994 and
ending December 31, 1995.
PLAN OF DISTRIBUTION
The Selling Stockholder has advised the Company the Shares may be
sold from time to time by the Selling Stockholder, or by pledgees,
donees, transferees or other successors in interest. Such sales may
be made on one or more exchanges or in the over-the-counter market or
otherwise, at prices and at terms then prevailing or at prices related
to the then current market price, or in negotiated transactions. The
Shares may be sold in one or more of the following ways: (a) a block
trade in which the broker or dealer so engaged will attempt to sell
the Shares as agent but may partition and reserve a portion of the
block as principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer for
its account pursuant to this Prospectus; (c) an exchange distribution
in accordance with the rules of such exchange; and (d) ordinary
brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by the
8
Selling Stockholder may arrange for other brokers or dealers to
participate in the resales.
In connection with distribution of the Shares or otherwise, the
Selling Stockholder may enter into hedging transactions with broker-
dealers. In connections with such transactions, broker-dealers may
engage in short sales of the Shares registered hereunder in the course
of hedging the positions they assume with the Selling Stockholder.
The Selling Stockholder may sell Shares short and redeliver the Shares
to close out such short positions. The Selling Stockholder may enter
into options or other transactions with broker-dealers which require
the delivery to the broker-dealer of the Shares registered hereunder
which the broker-dealer may resell or otherwise transfer pursuant to
this Prospectus. The Selling Stockholder may also loan or pledge the
Shares registered to a broker or dealer and upon a default the broker
or dealer may effect sales of the pledged Shares pursuant to this
Prospectus.
Brokers, dealers or agents may receive compensation in the form
of commissions, discounts or concessions from the Selling Stockholder
in amounts to be negotiated in connection with the sale. Such brokers
or dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act
in connection with such sales and any such commission, discount or
concession may be deemed to be underwriting discounts or commissions
under the Securities Act. In addition, the Selling Stockholder may be
deemed to be an underwriter within the meaning of the Securities Act
with respect to the Shares, and any profits realized by such person
may be deemed to be underwriting commissions.
Commissions and discounts, if any, attributable to the sales of
the Shares will be borne by the Selling Stockholder. The Selling
Stockholder may agree to indemnify any agent, dealer or broker that
participates in transactions involving sales of the Shares against
certain liabilities, including liabilities arising under the
Securities Act.
LEGAL OPINION
The legality of the Shares offered hereby has been passed upon
for the Company by Schiff Hardin & Waite, 7200 Sears Tower, Chicago,
Illinois 60606. Schiff Hardin & Waite has advised the Company that a
member of the firm participating in the representation of the Company
in this offering owns 3,746 Shares.
EXPERTS
The consolidated financial statements of the Company incorporated
herein have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and
incorporated herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.
9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth all expenses in connection with
the distribution of the shares of Common Stock (and the Preferred
Stock Purchase Rights related thereto) being registered. All amounts
shown below are estimates, except the registration fee:
Registration fee of Securities and Exchange
Commission ............................ $ 596.27
Stock Exchange Listing Fees ................ 1,750.00
Accountants' fees and expenses.............. 2,500.00
Legal fees and expenses..................... 7,000.00
Miscellaneous............................... 2,503.73
------------
TOTAL.................................. $ 14,350.00
============
Item 15. Indemnification of Directors and Officers
The Restated Certificate of Incorporation and By-Laws of the
registrant provide for indemnification by the registrant of each of
its directors and officers to the fullest extent permitted by law or
liability (including liability arising under the Securities Act of
1933 (the "Act")) of such director or officer arising by reason of his
or her status as a director or officer of the registrant, provided
that he or she met the standards established in the Restated
Certificate of Incorporation, which include requirements that he or
she acted in good faith and in a manner he or she reasonably believed
to be in the registrant's best interest. The registrant will also
advance expenses prior to final disposition of an action, suit or
proceeding upon receipt of an undertaking by the director or officer
to repay such amount if the director or officer is not entitled to
indemnification. All rights to indemnification and advancement of
expenses are deemed to be a contract between the registrant and its
directors and officers. The determination that a director or officer
has met the standards established in the Restated Certificate of
Incorporation and By-Laws may be made by majority vote of a quorum
consisting of disinterested directors, an opinion of counsel
(regardless of whether such quorum is available), a majority vote of
stockholders, or a court (which may also overturn any of the preceding
determinations). The registrant has purchased insurance against
liabilities of directors or officers, as permitted by the Restated
Certificate of Incorporation and By-Laws. The registrant also has
entered into indemnification agreements with each of its directors and
officers which provide that the directors and officers will be
entitled to their indemnification rights as they existed at the time
they entered into the agreement, regardless of subsequent changes in
the registrant's indemnification policy.
10
Item 16. Exhibits
The Exhibits filed herewith are set forth on the Index to
Exhibits filed as a part of this Registration Statement on page II-6
hereof.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(c) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
provided, however, that paragraphs 1(a) and 1(b) do not apply if the
registration statement is on Form S-3, Form S-8, and the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
4. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act, that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
11
Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rockford, State
of Illinois, on this 21st day of July, 1995.
NEWELL CO.
(Registrant)
By: /s/ William T. Alldredge
-----------------------------
William T. Alldredge
Vice President - Finance
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ------ -----
/s/ William P. Sovey* Vice Chairman and Chief Executive
--------------------- Officer (Principal Executive Officer)
William P. Sovey and Director
/s/ William T. Alldredge Vice President - Finance July 21, 1995
----------------------- (Principal Financial Officer)
William T. Alldredge
/s/ Thomas A. Ferguson, Jr.* President and Chief Operating Officer
------------------------ and Director
Thomas A. Ferguson, Jr.
/s/ Donald L. Krause* Senior Vice President - Controller
---------------------- (Principal Accounting Officer)
Donald L. Krause
/s/ Daniel C. Ferguson* Chairman of the Board of Directors
-----------------------
Daniel C. Ferguson
/s/ Alton F. Doody* Director
----------------------
Alton F. Doody
13
Signature Title Date
--------- ------ -----
/s/ Gary H. Driggs* Director
-----------------------
Gary H. Driggs
/s/ Robert L. Katz* Director
-----------------------
Robert L. Katz
/s/ Norman S. Livingston, Jr.* Director
----------------------------
Norman S. Livingston, Jr.
/s/ John J. McDonough* Director
---------------------------
John J. McDonough
---------------------- Director
Elizabeth Cuthbert Millet
/s/ Allan P. Newell* Director
-----------------------
Allan P. Newell
/s/ Henry B. Pearsall* Director
------------------------
Henry B. Pearsall
By: /s/ William T. Alldredge July 21, 1995
---------------------------
William T. Alldredge
Attorney-in-fact
14
INDEX TO EXHIBITS
Exhibit
Index Exhibit
---------- --------------------------------------------------
2.1 Agreement and Plan of Reorganization dated as of
November 12, 1993 by and among Newell Co., JC
Acquisition Co., Jareen Co., the David and Susan F.
Lederman Revocable Trust dated July 26, 1986, as
amended, and David and Susan Lederman*
2.2 Escrow Agreement dated as of November 12, 1993 by and
among Newell Co., the David and Susan F. Lederman
Revocable Trust dated July 26, 1986, as amended, David
and Susan Lederman and Firstar Trust Company*
5 Opinion of Schiff Hardin & Waite*
23.1 Consent of Arthur Andersen LLP*
23.2 Consent of Schiff Hardin & Waite (contained in their
opinion filed as Exhibit 5)*
24 Powers of attorney (set forth on the signature page of
this registration statement)*
___________
* Previously filed.
