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As filed with the Securities and Exchange Commission on November 15, 1995.
Registration No.33-62383
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
PRE-EFFECTIVE AMENDMENT NO. 2 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, and Telephone Number, including Area
including Area Code, of Code, of Agent for Service)
Registrant's Principal Executive Offices)
With Copies to:
Linda J. Wight Kenneth Gliedman
Schiff Hardin & Waite Spitzer & Feldman P.C.
7200 Sears Tower 405 Park Avenue
Chicago, Illinois 60606 New York, New York 10022
(312) 876-1000 (212) 888-6680
--------------------------
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.
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PROSPECTUS
NEWELL CO.
UP TO 247,946 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 November
14, 1995, the closing sale price for the Common Stock (as reported on
the Composite Tape for NYSE-listed issues) was $23-7/8.
_______________________________
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 15, 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. 33-62383) (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 10, 1995;
(f) The Company's Report on Form 8-K filed on October 31, 1995
(g) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995;
(h) 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;
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(i) 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
(j) 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
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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.
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 Carl M. Philips (the "Selling Stockholder").
The Selling Stockholder was a stockholder of Philips Industries, Inc.
("Philips"), which became a wholly-owned subsidiary of the Company on
August 25, 1995, pursuant to an Agreement and Plan of Reorganization
(the "Reorganization Agreement") dated as of August 25, 1995, by and
among the Company, Philips Acquisition Co., a New York corporation,
and Philips. Pursuant to the Reorganization Agreement, all of the
outstanding shares of common stock of Philips owned by the Selling
Stockholder were converted into 247,946 Shares.
The Selling Stockholder currently owns 247,946 Shares.
Pursuant to the terms and conditions of two Escrow Agreements by and
between the Company, the Selling Stockholder and Firstar Trust
Company, the Selling Stockholder placed in escrow 59,355 of the Shares
as security for certain indemnification obligations of the Selling
Stockholder under the Reorganization Agreement. The escrow for 30,159
Shares will terminate on the later of August 25, 1996 or the final
resolution of the last claim permitted under the terms of that Escrow
Agreement. An additional 29,196 Shares are held in escrow under a
separate Escrow Agreement as security for the Selling Stockholder's
obligations to the Company relating to a real estate lease, which
Shares are to be released from escrow when the security is no longer
required. Any shares not used to satisfy the Selling Stockholder's
indemnification obligations and still held in escrow at the
termination of the respective Escrow Agreements will be distributed to
the Selling Stockholder and then 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
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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.
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 approximately 3,700 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.
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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 . . . . . . . . $2,245.00
Stock Exchange Listing Fees . . . . . . . 2,740.00
Accountants' fees and expenses . . . . . 2,500.00
Legal fees and expenses . . . . . . . . . 5,000.00
Miscellaneous . . . . . . . . . . . . . . 2,515.00
---------
TOTAL . . . . . . . . . . . . . . . . . . $ 15,000.00
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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.
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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.
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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 15th day of November, 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
William P. Sovey (Principal Executive
Officer) and Director
/s/William T. Alldredge Vice President-Finance November 15, 1995
- ----------------------- (Principal Financial
William T. Alldredge Officer)
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SIGNATURE TITLE DATE
/s/Thomas A. Ferguson, Jr.* President and Chief
- ------------------------ Operating Officer
Thomas A. Ferguson, Jr. and Director
/s/ Donald L. Krause* Senior Vice
- ----------------------- President -
Donald L. Krause Controller (Principal
Accounting Officer)
/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 15, 1995
- ---------------------------
William T. Alldredge
Attorney-in-Fact
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INDEX TO EXHIBITS
EXHIBIT
INDEX EXHIBIT
- -------- -------------------------------------------------------
2.1 Agreement and Plan of Reorganization dated as of August
25, 1995 by and among Newell Co., Philips Acquisition
Co., and Philips Industries, Inc.*
2.2 Escrow Agreement dated as of August 25, 1995 by and
among Newell Co., Carl M. Philips and Firstar Trust
Company.*
2.3 Escrow and Indemnity Agreement dated as of August 25,
1995 by and among Newell Co., Carl M. Philips 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