As filed with the Securities and Exchange Commission on November 13, 1995.
Registration No. 33-62065
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-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 Dale L. Matschullat
29 East Stephenson Street 4000 Auburn Street
Freeport, Illinois 61032 Rockford, Illinois 61125
(815) 235-4171 (815) 969-6101
(Address, Including Zip Code, (Name, Address, Including Zip Code,
and Telephone Number, Including and Telephone Number, Including
Area Code, of Registrant's Area Code, of Agent for Service)
Principal Executive Offices)
With Copies to:
Linda J. Wight Rex E. Schlaybaugh, Jr.
Schiff Hardin & Waite Dykema Gossett PLLC
7200 Sears Tower 1577 N. Woodward Avenue, Suite 300
Chicago, Illinois 60606 Bloomfield Hills, Michigan 48304
(312) 876-1000 (810) 540-0700
---------------------
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/
If the 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 the 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. /__/
________________________
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
PROSPECTUS
NEWELL CO.
UP TO 131,561 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 August
18, 1995, the closing sale price for the Common Stock (as reported on
the Composite Tape for NYSE-listed issues) was $25-5/8.
-------------------------------
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 November 13, 1995.
-1-
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. 33-62065) (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 Report on Form 8-K filed on February 10, 1995;
(c) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995;
(d) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995;
(e) The Company's Report on Form 8-K filed on August 14, 1995;
(f) The Company's Report on Form 8-K Filed on October 31, 1995;
(g) 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;
(h) 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
-2-
(i) 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.
As of September 30, 1995, there were 158,552,182 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.
-3-
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 Thomas F. Gaffney (the "Selling Stockholder").
The Selling Stockholder was a stockholder of Ashland Products, Inc.
("Ashland"), which became a wholly-owned subsidiary of the Company on
June 5, 1995, pursuant to an Agreement and Plan of Reorganization (the
"Reorganization Agreement") dated as of June 5, 1995, by and among the
Company, Ashland Acquisition Co., a Delaware corporation, and Ashland.
Pursuant to the Reorganization Agreement, all of the outstanding
shares of common stock of Ashland owned by the Selling Stockholder
were converted into 131,561 Shares.
The Selling Stockholder currently owns 125,213 Shares.
Pursuant to the terms and conditions of an Escrow Agreement by and
between the Company, the Selling Stockholder, James J. Prete, Larry D.
Adkisson, and Firstar Trust Company (the "Escrow Agent"), the Selling
Stockholder has the right to receive up to an additional 6,348 Shares.
Such shares are held in escrow with the Escrow Agent for satisfaction
of the indemnification obligations of the Selling Stockholder under
the Reorganization Agreement. The escrow will terminate on the
earlier of June 9, 1996 or the final resolution of the last claim
permitted under the terms of the Escrow Agreement. At that time, any
Shares not used to satisfy the Selling Stockholder's indemnification
obligations and still held in escrow will be distributed to the
Selling Stockholder and may be sold pursuant to this Prospectus.
PLAN OF DISTRIBUTION
The Selling Stockholder has advised the Company that sales
of Shares may be made from time to time for its account on the NYSE,
the CSE, 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. Whether any such sales will be made, and the time of any such
sales, will rest within the Selling Stockholder's discretion.
The Selling Stockholder has not identified to the Company
any broker-dealer that may participate in the offer. Any such broker-
dealer either may 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. Any broker-dealer that may be used by the
Selling Stockholder might be deemed to be an "underwriter" as defined
in the Securities Act, and any commissions paid to such broker-dealer
(and, if such broker-dealer purchases Shares as a principal, any
profits received on the resale of such Shares) 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.
-4-
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.
-5-
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 . . . . . . . . . . . . . . . . . . . $1,163.00
Stock Exchange Listing Fees . . . . . . . . . . . 2,158.00
Accountants' fees and expenses . . . . . . . . 5,000.00
Legal fees and expenses . . . . . . . . . . . . 10,000.00
Miscellaneous . . . . . . . . . . . . . . 1,679.00
----------
$20,000.00
TOTAL . . . . . . . . . . . . . . . . . . . ==========
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 for
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.
-6-
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 or Form F-3, 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.
-7-
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.
-8-
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 10th day of November, 1995.
NEWELL CO.
(Registrant)
By: /s/ William T. Alldredge
-------------------------------
William T. Alldredge
Vice President - Finance
Each person whose signature appears below appoints William
P. Sovey and William T. Alldredge or either of them, as such person's
true and lawful attorneys to execute in the name of each such person,
and to file, any amendments to this registration statement that either
of such attorneys shall deem necessary or advisable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission with respect thereto, in connection with the registration
of shares of Common Stock of the Registrant that are subject to this
registration statement (and the Preferred Stock Purchase Rights
attached thereto), which amendments may make such changes in such
registration statement as either of the above-named attorneys deems
appropriate, and to comply with the undertakings of the Registrant
made in connection with this registration statement; and each of the
undersigned hereby ratifies all that either of said attorneys shall do
or cause to be done by virtue thereof.
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
William P. Sovey Executive Officer) and Director
/s/ William T. Alldredge Vice President - Finance November 10, 1995
- -------------------------------- (Principal Financial Officer)
William T. Alldredge
/s/ Thomas A. Ferguson, Jr. President and Chief
- ------------------------------------ Operating Officer and Director
Thomas A. Ferguson, Jr.
-9-
Signature Title Date
--------- ----- ----
/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
/s/ Gary H. Driggs Director
- ------------------------------------
Gary H. Driggs
/s/ Robert L. Katz Director
- ------------------------------------
Robert L. Katz
/s/ John J. McDonough Director
- ------------------------------------
John J. McDonough
/s/ Elizabeth Cuthbert Millett Director
- ------------------------------------
Elizabeth Cuthbert Millett
/s/ Allan P. Newell Director
- ------------------------------------
Allan P. Newell
/s/ Henry B. Pearsall Director
- ------------------------------------
Henry B. Pearsall
By: /s/ William T. Alldredge November 10, 1995
- ------------------------------------
William T. Alldredge
Attorney-in-Fact
-10-
INDEX TO EXHIBITS
Exhibit
Index Exhibit
- --------- -------
2.1 Agreement and Plan of Reorganization dated as of June
5, 1995 by and among Newell Co., Ashland Acquisition
Co., and Ashland Products, Inc.*
2.2 Escrow Agreement dated as of June 9, 1995 by and among
Newell Co., Thomas F. Gaffney, James J. Prete, Larry D.
Adkisson 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
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated January 28, 1995 included in Newell Co.'s Form 10-K for
the year ended December 31, 1994 and to all references to our Firm
included in this registration statement.
By: /s/Arthur Andersen LLP
------------------------------
- -- ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
November 10, 1995
