THIRD QUARTER 1995
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the Quarterly Period Ended September 30, 1995
---------------
Commission File Number 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)
(815)235-4171
(Registrant's telephone number, including area code)
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, and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
------ ------
Number of shares of Common Stock outstanding
as of October 24, 1995: 158,554,982
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
NEWELL CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- -------------------
1995 1994 1995 1994
--------- --------- -------- -------
Unaudited Unaudited
(In thousands, except per share data)
Net sales $ 651,321 $ 553,200 $1,829,231 $1,490,191
Cost of products sold 444,085 373,962 1,265,730 1,016,237
--------- --------- ---------- ----------
GROSS INCOME 207,236 179,238 563,501 473,954
Selling, general and
administrative expenses 87,004 76,253 268,795 228,025
---------- --------- ----------- ----------
OPERATING INCOME 120,232 102,985 294,706 245,929
Nonoperating expenses (income):
Interest expense 12,623 7,734 36,848 19,520
Other (888) (1,374) (2,347) 638
---------- --------- ---------- ----------
Net nonoperating expenses (income) 11,735 6,360 34,501 20,158
---------- --------- ----------- -----------
INCOME BEFORE INCOME TAXES 108,497 96,625 260,205 225,771
Income taxes 43,399 38,650 104,082 92,309
---------- --------- ----------- -----------
NET INCOME $ 65,098 $ 57,975 $ 156,123 $ 133,462
========= ========= =========== ===========
Earnings per share $ .41 $ 0.37 $ .99 $ 0.85
========= ========= =========== ===========
Dividends per share $ .12 $ 0.10 $ .34 $ 0.29
========= ========= =========== ===========
Weighted average shares 158,362 157,822 158,095 157,753
========= ========= =========== ===========
See notes to consolidated financial statements.
3
NEWELL CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1995 1994
------------- -------------
Unaudited
(In thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 17,640 $ 14,892
Accounts receivable, net 378,104 335,806
Inventories 455,305 420,654
Deferred income taxes 60,173 90,063
Prepaid expenses and other 62,771 56,256
--------- ---------
TOTAL CURRENT ASSETS 973,993 917,671
MARKETABLE EQUITY SECURITIES 37,429 64,740
OTHER LONG-TERM INVESTMENTS 188,796 183,372
OTHER ASSETS 134,872 164,324
PROPERTY, PLANT AND EQUIPMENT, NET 476,753 454,597
TRADE NAMES & GOODWILL 705,177 703,572
--------- ---------
TOTAL ASSETS $2,517,020 $2,488,276
========= =========
See notes to consolidated financial statements.
4
NEWELL CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONT.)
September 30, December 31,
1995 1994
------------- -------------
Unaudited
(In thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
>
CURRENT LIABILITIES
Notes payable $ 96,789 $ 209,720
Accounts payable 88,048 112,269
Accrued compensation 41,699 48,461
Other accrued liabilities 263,744 305,878
Income taxes 19,880 8,271
Current portion of long-term debt 51,721 99,425
--------- ---------
TOTAL CURRENT LIABILITIES 561,881 784,024
LONG-TERM DEBT 550,399 408,986
OTHER NONCURRENT LIABILITIES 148,237 152,697
DEFERRED INCOME TAXES 18,677 17,243
STOCKHOLDERS' EQUITY
Par value of common stock issued 158,562 157,844
Additional paid-in capital 189,333 175,352
Retained earnings 891,245 788,862
Net unrealized gain on securities
available for sale 6,384 9,868
Cumulative translation adjustment (7,527) (6,466)
Treasury stock (at cost) (171) (134)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 1,237,826 1,125,326
--------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS'EQUITY $2,517,020 $2,488,276
========= =========
See notes to consolidated financial statements.
5
NEWELL CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended
September 30,
------------------------
1995 1994
---------- ---------
Unaudited
(In thousands)
OPERATING ACTIVITIES:
Net Income $ 156,123 $ 133,462
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Depreciation and amortization 69,719 58,675
Deferred income taxes 21,519 14,888
Net gain on marketable equity securities (15,819) (373)
Write-off of investments 16,000 -
Other (5,559) (3,280)
Changes in current accounts, excluding the effects
of acquisitions:
Accounts receivable (35,055) (37,732)
Inventories (8,674) (4,286)
Accounts payable (23,815) (17,491)
Other current assets, accrued liabilities
and other (35,851) (832)
-------- ---------
Net Cash Provided by Operating Activities 138,588 143,031
-------- ---------
INVESTING ACTIVITIES:
Acquisitions (47,637) (137,744)
Expenditures for property, plant and equipment (53,319) (40,009)
Sale of marketable equity securities 37,324 1,053
Disposal of noncurrent assets and other 2,079 (7,279)
-------- ---------
Net Cash Used in Investing Activities (61,553) (183,979)
-------- ---------
FINANCING ACTIVITIES:
Proceeds from issuance of debt 124,245 215,919
Proceeds from exercised stock options and other 5,348 2,462
Payments on notes payable and long-term debt (150,140) (126,850)
Cash dividends (53,740) (45,750)
-------- ---------
Net Cash (Used in) Provided by Financing Activities (74,287) 45,781
-------- ---------
Increase in Cash and Cash Equivalents 2,748 4,833
Cash and cash equivalents at beginning of year 14,892 2,866
-------- ---------
Cash and Cash Equivalents at End of Period $ 17,640 $ 7,699
======== =========
See notes to consolidated financial statements.
6
NEWELL CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - The condensed financial statements included herein have been
prepared by the Company, without audit, pursuant to the
rules and regulations of the Securities and Exchange
Commission, and reflect all adjustments necessary to present
a fair statement of the results for the periods reported,
subject to normal recurring year-end audit adjustments, none
of which is material. Certain information and footnote
disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such
rules and regulations, although the Company believes that
the disclosures are adequate to make the information
presented not misleading. It is suggested that these
condensed financial statements be read in conjunction with
the financial statements and the notes thereto included in
the Company's latest Annual Report on Form 10-K.
Note 2 - On August 29, 1994, the Company acquired Home Fashions, Inc.
("HFI"), a manufacturer and marketer of decorative window
coverings, including vertical blinds and pleated shades.
The purchase price was $130.4 million in a cash. HFI was
combined with Levolor and together they are operated as a
single entity called Levolor Home Fashions. On October 18,
1994, the Company acquired Faber-Castell Corporation, which
is a leading maker and marketer of markers and writing
instruments, including wood-cased pencils and rolling ball
pens, whose products are marketed under the Eberhard Faber
brand name ("Eberhard Faber"). The purchase price was
$137.3 million in cash. Eberhard Faber was combined with
Sanford and together they are operated as a single entity
called Sanford. On November 30, 1994, the Company acquired
the European consumer products business of Corning
Incorporated ("Newell Europe"). This acquisition included
Corning's consumer products manufacturing facilities in
England, France and Germany, the European trademark rights
and product lines for Pyrex, Pyroflam and Visions brands in
Europe, the Middle East and Africa, and Corning's consumer
distribution network throughout these areas (Pyrex and
Visions are registered trademarks of Corning Incorporated).
Additionally, the Company became the distributor in Europe,
the Middle East and Africa for Corning's U.S.-manufactured
cookware and dinnerware brands. The purchase price was
$87.7 million in cash. These transactions were accounted
for as purchases; therefore, the results of operations for
HFI, Eberhard Faber and Newell Europe are included in the
accompanying consolidated financial statements since their
respective dates of acquisition. The cost of the 1994
acquisitions was allocated on a preliminary basis to the
fair market value of assets acquired and liabilities assumed
and resulted in goodwill of approximately $174.4 million.
During 1995, the Company made several minor acquisitions
within its core businesses.
7
The unaudited consolidated results of operations for the nine
months ended September 30, 1995 and 1994 on a pro forma basis, as
though HFI, Eberhard Faber and Newell Europe each had been acquired on
January 1, 1994 are as follows:
1995 1994
------ ------
(In millions, except per share data)
Net sales $1,829.2 $1,830.5
Net income 156.1 132.8
Earnings per share .99 .84
Note 3 - Cash paid during the first nine months for income taxes and
interest was as follows:
Nine Months Ended
September 30,
----------------------
1995 1994
------ -------
(In millions)
Income taxes $ 78.1 $ 68.4
Interest 36.6 22.9
Note 4 - The components of inventories at the end of each period, net
of the LIFO reserve, were as follows:
September 30, December 31,
1995 1994
------------- ------------
(In millions)
Materials and supplies $125.6 $ 81.7
Work in process 74.6 98.9
Finished products 255.1 240.1
------ -----
$455.3 $420.7
===== =====
Note 5 - Long-term marketable equity securities at the end of each
period are summarized as follows:
September 30, December 31,
1995 1994
------------- ------------
(In millions)
Aggregate market value $ 37.4 $ 64.7
Aggregate cost 26.8 48.3
----- -----
Unrealized gain, net $ 10.6 $ 16.4
===== ====
During the nine months ended September 30, 1995, the Company
obtained proceeds of $37.3 million from the sale of long-term
marketable equity securities and recorded a gain of $15.8 million
on the sale. Gains and losses on sales of long-term marketable
equity securities are based upon the average cost of the
securities sold.
8
Note 6 - Property, plant and equipment at the end of each period
consisted of the following:
September 30, December 31,
1995 1994
------------- -----------
(In millions)
Land $ 12.9 $ 9.6
Buildings and improvements 167.5 164.8
Machinery and equipment 553.3 515.8
------ -------
733.7 690.2
Allowance for depreciation (256.9) (235.6)
------ ------
$ 476.8 $ 454.6
====== ======
Note 7 - Notes Payable at the end of each period consisted of the
following:
September 30, December 31,
1995 1994
------------- ------------
(In millions)
Commercial paper
(short-term) $ 95.0 $ 117.1
Other notes payable 1.8 92.6
------ ======
$ 96.8 $ 209.7
====== ======
Note 8 - Long-term debt at the end of each period consisted of the
following:
September 30, December 31,
1995 1994
------------ -----------
(In millions)
Medium-term notes $ 248.0 $ 186.0
Commercial paper 333.0 300.0
Other long-term debt 21.1 22.4
------ -------
602.1 508.4
Current portion (51.7) (99.4)
------ ======
$ 550.4 $ 409.0
====== ======
Commercial paper is classified as long-term since it is supported
by the revolving credit agreement discussed in the liquidity and
capital resources section on page 14.
9
PART I. Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
----------------------------------------------
Results of Operations
- ---------------------
The following table sets forth for the periods indicated the items
from the Consolidated Statements of Income as a percentage of net
sales.
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1995 1994 1995 1994
------ ------ ------ ------
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of products sold 68.2 67.6 69.2 68.2
----- ------ ----- -----
GROSS INCOME 31.8 32.4 30.8 31.8
Selling, general and
administrative expenses 13.3 13.8 14.7 15.3
---- ---- ---- ----
OPERATING INCOME 18.5 18.6 16.1 16.5
Nonoperating expenses (income):
Interest expense 1.9 1.4 2.0 1.3
Other (0.1) (0.3) (0.1) 0.0
---- ---- ---- ---
Net nonoperating expenses (income) 1.8 1.1 1.9 1.3
---- ---- ---- ---
INCOME BEFORE INCOME TAXES 16.7 17.5 14.2 15.2
Income taxes 6.7 7.0 5.6 6.2
---- ---- ---- ---
NET INCOME 10.0% 10.5% 8.5% 9.0%
===== ===== ===== =====
10
Three Months Ended September 30, 1995 vs.
Three Months Ended September 30, 1994
- -----------------------------------------
Net sales for the third quarter of 1995 were $651.3 million,
representing an increase of $98.1 million or 17.7% from $553.2 million
in the comparable quarter of 1994. Net sales for each of the
Company's product groups were as follows, in millions:
1995 1994 $ Change % Change
==== ==== ======== ========
Housewares $210.8 $188.5 $ 22.3 11.8%
Home Furnishings 191.9 172.0 19.9 11.6%
Office Products 149.4 98.4 51.0 51.8%
Hardware 99.2 94.3 4.9 5.2%
----- ----- -----
$651.3 $553.2 $ 98.1 17.7%
===== ===== =====
The overall increase in net sales was primarily attributable to sales
growth of 2% from businesses owned more than two years, including
minor acquisitions in 1994 and 1995 of related businesses (core
businesses), and the 1994 acquisitions of HFI, Eberhard Faber and
Newell Europe. The increase in Housewares sales was due primarily to
the Newell Europe acquisition; the increase in Home Furnishings was
due primarily to the HFI acquisition; the increase in Office Products
was due primarily to the Eberhard Faber acquisition and the increase
in Hardware was due to internal sales growth. The 2% overall sales
growth from core businesses was lower than expected due to a sluggish
retail environment.
Gross income as a percent of net sales in the third quarter of 1995
decreased to 31.8% from 32.4% in the comparable quarter of 1994. The
decrease was due primarily to low gross margins from the businesses
acquired in 1994.
Selling, general and administrative expenses ("SG&A") as a percent of
net sales in the third quarter of 1995 were 13.4% versus 13.8% in the
comparable quarter of 1994. The decrease was due primarily to a
reduction in SG&A at Goody and Lee/Rowan, a low level of SG&A at
Eberhard Faber and no increases in spending by the core businesses as
the result of cost controls.
Operating income in the third quarter of 1995 was 18.5% of net sales
or $120.2 million versus $103.0 million in the comparable quarter of
1994. The increase was primarily attributable to improved
profitability at core businesses and the contribution from Eberhard
Faber.
11
Net nonoperating expenses for 1995 were $11.7 million in the third
quarter of 1995 versus $6.3 million in the comparable quarter of 1994.
Net nonoperating expenses for the third quarter are summarized as
follows, in millions:
Three Months Ended
-------------------------------------
September 30, September 30,
1995 1994 Change
------------- ------------- ------
Interest expense (1) 12.6 7.7 4.9
Interest income (0.3) (0.2) (0.1)
Goodwill amortization 4.8 3.8 1.0
Dividend income (3.4) (3.1) (0.3)
Equity earnings in American Tool
Companies, Inc. (the Company
has a 47% ownership interest) (2.0) (1.9) (0.1)
----- ---- -----
11.7 6.3 5.4
===== ===== =====
(1) Increase of interest expense was due to 1994 acquisitions.
The effective tax rate was 40.0% in both 1995 and 1994.
Net income for the third quarter of 1995 was $65.1 million,
representing an increase of $7.1 million or 12.2% from the comparable
quarter of 1994. Earnings per share for the third quarter of 1995
were up 10.8% to $0.41 versus $0.37 in the comparable quarter of 1994.
The increases in net income and earnings per share were primarily
attributable to improved profitability at core businesses and the
contribution from Eberhard Faber.
12
Nine Months Ended September 30, 1995 vs.
Nine Months Ended September 30, 1994
- ----------------------------------------
Net sales for the first nine months of 1995 were $1,829.2 million,
representing an increase of $339.0 million or 22.7% from $1,490.2
million in the comparable period of 1994. Net sales for each of the
Company's product groups were as follows, in millions:
1995 1994 $ Change % Change
---- ---- -------- --------
Housewares $ 579.0 $ 490.0 $ 89.0 18.2%
Home Furnishings 526.7 458.6 68.1 14.8%
Office Products 444.7 266.4 178.3 66.9%
Hardware 778.8 275.2 3.6 1.3%
------- ------- -----
$1,829.2 $1,490.2 $339.0 22.7%
======= ======= =====
The overall increase in net sales was primarily attributable to sales
growth of 2% from businesses owned more than two years, including
immaterial acquisitions in 1995 of related businesses (core
businesses), and the 1994 acquisitions of HFI, Eberhard Faber and
Newell Europe. The increase in Housewares sales was due primarily to
the Newell Europe acquisition; the increase in Home Furnishings was
due primarily to the HFI acquisition; the increase in Office Products
was due to the Eberhard Faber acquisition and 11% sales growth from
core businesses; and the increase in Hardware was due to internal
sales growth. The 2% overall sales growth from core businesses was
lower than expected due to a sluggish retail environment.
Gross income as a percent of net sales for the first nine months of
1995 decreased to 30.8% from 31.8% in the comparable period of 1994.
The decrease was due primarily to low gross margins from the
businesses acquired in 1994.
Selling, general and administrative expenses as a percent of net sales
for the first nine months of 1995 were 14.7% versus 15.3% in the
comparable period of 1994. The decrease was due primarily to a
reduction in SG&A at Goody and Lee/Rowan, a low level of SG&A at
Eberhard Faber and no increases in spending by the core businesses as
the result of cost controls.
Operating income for the first nine months of 1995 was 16.1% of net
sales or $294.7 million versus $245.9 million in the comparable period
of 1994. The increase was attributable to improved profitability at
the core businesses and contributions from the 1993 and 1994
acquisitions.
13
Net nonoperating expenses for 1995 were $34.5 million for the first
nine months of 1995 versus $20.1 million in the comparable period of
1994. Net nonoperating expenses for the first nine months are
summarized as follows, in millions:
Nine Months Ended
------------------------------------
September 30, September 30,
1995 1994 Change
------------- ------------- ------
Interest expense (1) 36.8 19.5 17.3
Interest income (1.2) (0.7) (0.5)
Goodwill amortization 13.9 10.9 3.0
Dividend income (9.8) (9.6) (0.2)
Equity earnings in American Tool
Companies, Inc. (the Company
has a 47% ownership interest) (5.6) (3.3) (2.3)
Payment received from the
settlement of a lawsuit (1.5) 1.5
Charge incurred in connection
with a plea agreement by a
subsidiary of the Company
with the U.S. Government 5.0 (5.0)
Write-downs in carrying value
of a long-term foreign
investment accounted for
under the equity method
and other intangibles (2) 16.0 16.0
Gain recognized on the sale
of a long-term marketable
equity security (15.8) (15.8)
Other 0.2 (0.2) 0.4
----- ----- ----
34.5 20.1 14.4
===== ===== =====
(1) Increase of interest expense was due to 1994 acquisitions.
(2 During the second quarter, the Company initiated a plan to
dispose of the foreign investment and has recorded it at the net
realizable value.
For the first nine months, the effective tax rate was 40.0% in 1995
and 40.9% in 1994. The effective tax rate would have been 40.0% in
1994, without giving effect to the $5.0 million charge shown above.
Net income for the first nine months of 1995 was $156.1 million,
representing an increase of $22.6 million or 16.9% from the comparable
period of 1994. Earnings per share for the first nine months of 1995
were up 16.5% to $0.99 versus $0.85 in the comparable period of 1994.
The increases in net income and earnings per share were attributable
to improved profitability at the core businesses, contributions from
the 1993 and 1994 acquisitions and the absence of the $5.0 million
plea agreement in 1995.
14
Liquidity and Capital Resources
- -------------------------------
The Company's primary sources of liquidity and capital resources
include cash provided from operations and use of available borrowing
facilities.
Operating activities provided net cash equal to $138.6 million during
the first nine months of 1995 versus $143.0 million in the comparable
period of 1994.
The Company has foreign and domestic lines of credit with various
banks and a commercial paper program which are available for short-
term financing. Under the line of credit arrangements, the Company
may borrow up to $276.6 million (of which $180.0 million was available
at September 30, 1995) based upon such terms as the Company and the
respective banks have mutually agreed upon. Confirmed lines of credit
compose $26.5 million of the total line of credit arrangements.
Borrowings under the Company's uncommitted lines of credit are subject
to the discretion of the lender.
The Company has a shelf registration statement covering up to $500.0
million of debt securities, of which $97.0 million was available for
additional borrowings as of September 30, 1995. Pursuant to the shelf
registration, at September 30, 1995 the Company had outstanding $248.0
million (principal amount) of medium-term notes with maturities
ranging from one to ten years at an average rate of interest equal
to 6.5%.
In June 1995, the Company entered into a five-year $550.0 million
revolving credit agreement and a $200.0 million, 364-day revolving
credit agreement (and terminated its then existing revolving credit
agreements). Under these agreements, the Company may borrow, repay
and reborrow funds in an aggregate amount up to $750.0 million, at a
floating interest rate. At September 30, 1995, there were no
borrowings under the revolving credit agreements.
In lieu of borrowings under the revolving credit agreements, the
Company may issue up to $750.0 million of commercial paper. The
Company's revolving credit agreements referred to above provide the
committed backup liquidity required to issue commercial paper.
Accordingly, commercial paper may only be issued up to the amount
available under the Company's revolving credit agreements. At
September 30, 1995, $333.0 million (face or principal amount) of
commercial paper was outstanding, all of which was supported by the
revolving credit agreements. The entire amount is classified as long-
term debt under the five-year revolving credit agreement.
The Company's primary uses of liquidity and capital resources include
capital expenditures, dividend payments and acquisitions.
Capital expenditures were $53.3 and $40.0 million in the first nine
months of 1995 and 1994, respectively.
15
The Company has paid regular cash dividends on its common stock since
1947. On May 11, 1995, the quarterly cash dividend was increased to
$0.12 per share from the $0.10 per share that had been paid since May
24, 1994. Dividends paid in the first nine months of 1995 and 1994
were $53.7 and $45.8 million, respectively.
Working capital at September 30, 1995, was $474.1 million compared to
$133.6 million at December 31, 1994. This change was due primarily to
the classification of all commercial paper as long-term in connection
with the new five-year revolving credit agreement and a substantial
increase in receivables (resulting from the 1994 acquisitions as well
as the peak selling season in Office Products) and inventories
(resulting from the 1994 acquisitions as well as a sluggish first-half
retail environment). The current ratio at September 30, 1995 was
1.73:1 compared to 1.17:1 at December 31, 1994. The total debt to
total capitalization was .56:1 at September 30, 1995 and .39:1 at
December 31, 1994.
The Company believes that cash provided from operations and available
borrowing facilities will continue to provide adequate support for the
cash needs of existing businesses; however, certain events, such as
significant acquisitions, could require additional external financing.
In 1995, FASB 121 "Accounting for the improvement of long-lived assets
and for long-lived assets to be disposed of," was issued. This
statement has been adopted by the Company and management believes that
the adoption of this statement in 1996 will not be material to the
consolidated financial statements.
16
PART II. OTHER INFORMATION
Item 5. Other Information
-----------------
On October 2, 1995, the Company acquired Decorel, a
manufacturer and marketer of picture frames, framed art and
related products.
On November 2, 1995, the Company acquired Berol Corporation,
which is an international manufacturer and marketer of
writing instruments, including graphite and coloring
pencils, and other products for the office and back-to-
school markets.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a) Exhibits:
27 Financial Data Schedule
b) Reports on Form 8-K: None
17
SIGNATURES
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.
Date November 3, 1995 /s/ William T. Alldredge
---------------- -------------------------
William T. Alldredge
Vice President - Finance
Date November 3, 1995 /s/ Brett E. Gries
---------------- --------------------------
Brett E. Gries
Vice President - Accounting & Tax
5
