As filed with the Securities and Exchange Commission on December 1, 1995.
Registration No. 33-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
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
and Telephone Number, Including Code, and Telephone Number,
Area Code, of Registrant's Principal Including Area Code, of Agent
Executive Offices) for Service)
With a Copy to:
Linda J. Wight
Schiff Hardin & Waite
7200 Sears Tower
Chicago, Illinois 60606
(312) 876-1000
------------------------------------
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only 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.
_____
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 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. _____
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Each Class of Amount To Be Aggregate Price Aggregate Offering Amount of
Securities To Be Registered Registered Per Unit (1) Price (1) Registration Fee
-------------------------------- ------------------- ------------------- ------------------ -----------------
Common Stock,
Par Value $1.00 Per Share . . . . 253,101 $25 5/8 $6,485,713 $2,236
-------------------------------- ------------------- ------------------- ------------------ -----------------
Preferred Stock Purchase Rights .
- -----------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 based on $25
5/8, the average of the high and low prices of the Common Stock on
November 28, 1995, as reported in the consolidated reporting system.
The value attributable to the Preferred Stock Purchase Rights is
reflected in the value attributable to the Common Stock.
--------------------------------------
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.
[Newell Co. Letterhead]
Dear Participant:
As a participant in the Newell Long-Term Investment and
Savings Plan (the "Plan"), the Northern Trust Company, as trustee of
the Plan, has purchased shares of Newell Co. common stock on your
behalf. Newell Co. has determined that shares purchased on your
behalf between December 20, 1994 and August 22, 1995 were not properly
registered under the Securities Act of 1933. Therefore, in order to
comply with federal and state securities laws, Newell Co. is offering
to repurchase the shares of its common stock purchased on your behalf
during that time period. You are not obligated in any way to accept
this offer.
Enclosed is a Prospectus detailing the terms and background
of the offer. While you are encouraged to read the Prospectus
thoroughly before deciding to accept or reject the offer, the
following summary of the offer is provided for your reference:
Newell Co. will repurchase the shares of its common stock
purchased on your behalf during the period December 20, 1994
through August 22, 1995;
The purchase price will be the price originally paid for the
shares plus interest at a rate of 7%, less any income
received on the shares;
You have until 11:59 p.m., Central Standard Time, on
_________, 1995 to accept the offer;
Failure to accept the offer by _________, 1995 will be
deemed a rejection of the offer;
If you accept the offer, your account balance in the Newell
Common Stock Fund will be reduced, and the proceeds will be
reinvested by the Trustee of the Plan pursuant to your
recorded investment election;
If you reject the offer, your account balance in the Newell
Common Stock Fund will not change and the Newell Co. common
stock purchased on your behalf between December 20, 1994 and
August 22, 1995 will be registered under the Securities Act
of 1933, effective as of the date of this Prospectus.
In order to accept the offer you must complete the form
provided (attached as Appendix I to the Prospectus) and mail or return
it by ______________ __, 1995 to [name & address].
If you have any questions regarding the offer please call
__________-__________ between [9:00 a.m. and 5:00 p.m., Central
Standard Time].
Sincerely,
[Name]
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT
BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS (Subject to Completion, Issued December 1, 1995)
PROSPECTUS
NEWELL CO.
253,101 SHARES
COMMON STOCK, $1.00 PAR VALUE PER SHARE
(INCLUDING RELATED PREFERRED STOCK PURCHASE RIGHTS)
RESCISSION OFFER
Newell Co. (the "Company") offers, under the terms and
conditions described in the Prospectus, to rescind the previous
purchase of a total of 253,101 shares of Common Stock, par value $1.00
per share and related preferred stock purchase rights (collectively,
the "Common Stock") by The Northern Trust Company, the trustee (the
"Trustee") under the Newell Long-Term Savings and Investment Plan (the
"Plan"), on behalf of certain participants in the Plan (the
"Rescission Offerees") for (i) the consideration paid for such Common
Stock, plus interest at the applicable rate from the date of purchase,
less any dividends due or paid, or (ii) in the event the participant
has caused the sale of such Common Stock, the consideration paid, less
the proceeds from the sale, plus interest at the applicable rate, less
any dividends due or paid (the "Rescission Offer"). The Rescission
Offer applies to purchases of Common Stock during the period from
December 20, 1994, through August 22, 1995, at prices ranging from $21
per share to $25 3/8 per share. The closing sale price of the Common
Stock (as reported on the Composite Tape for NYSE - listed issues) on
_______________, 1995 was $_____. RESCISSION OFFEREES ARE NOT
REQUIRED TO ACCEPT THE RESCISSION OFFER. RESCISSION OFFEREES WHO FAIL
TO RESPOND TO THIS RESCISSION OFFER BY THE EXPIRATION DATE WILL BE
DEEMED BY THE COMPANY TO HAVE DECLINED THE RESCISSION OFFER. NONE OF
THE PROCEEDS RESULTING FROM ACCEPTANCE THEREOF WILL BE PAID TO THE
RESCISSION OFFEREE, BUT WILL BE PAID UPON DELIVERY OF THE SECURITY OR
ACCEPTANCE OF THE OFFER TO THE TRUSTEE FOR THE RESCISSION OFFEREE'S
ACCOUNT AND REINVESTED BY THE TRUSTEE AT THE NEXT INVESTMENT DATE
(UNLESS SUCH COMMON STOCK HAS BEEN DISTRIBUTED TO THE RESCISSION
OFFEREE AS A RESULT OF RETIREMENT OR TERMINATION OF EMPLOYMENT). The
Rescission Offer will expire thirty (30) days from the date of this
Prospectus at 11:59 p.m., Central Standard Time, on ________________,
1995 (the "Expiration Date"). Rescission Offerees who do not accept
the Rescission Offer will be deemed to have purchased registered
Common Stock under the Securities Act of 1933, as amended (the
"Securities Act"), effective as of the date of this Prospectus.
-------------------------------
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.
-------------------------------
THIS OFFER OF REPURCHASE HAS BEEN APPROVED BY THE
COMMISSIONER OF CORPORATIONS IN ACCORDANCE WITH SECTION 25507(B) OF
THE CORPORATE SECURITIES LAW OF 1968 ONLY AS TO ITS FORM. SUCH
APPROVAL DOES NOT IMPLY A FINDING BY THE COMMISSIONER THAT ANY
STATEMENTS MADE HEREIN OR IN ANY ACCOMPANYING DOCUMENTS ARE TRUE OR
COMPLETE; NOR DOES IT IMPLY A FINDING THAT THE AMOUNT OFFERED BY THE
SELLER IS EQUAL TO THE AMOUNT RECOVERABLE BY THE BUYER OF THE SECURITY
IN ACCORDANCE WITH SECTION 25503 IN A SUIT AGAINST THE SELLER, AND THE
COMMISSIONER DOES NOT ENDORSE THE OFFER AND MAKES NO RECOMMENDATION AS
TO ITS ACCEPTANCE OR REJECTION.
-------------------------------
The date of this Prospectus is _________ _____, 1995.
-2-
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______) (herein, together with all amendments
and exhibits, referred to as the "Registration Statement") under 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 Current 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 Current Report on Form 8-K filed on
August 10, 1995;
(f) The Company's Current 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;
-3-
(h) The Company's Current Report on Form 8-K filed on November
17, 1995;
(i) The description of the Rights contained in the
Company's Registration Statement on Form 8-A dated
October 25, 1988;
(j) The description of the Common Stock, contained in
the Company's Registration Statement on Form 8-B
dated June 30, 1987; and
(k) 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
-4-
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 [158,549,262] 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.
-5-
THE RESCISSION OFFER
Background and Reasons for the Rescission Offer
The Plan is a qualified defined contribution plan under
Section 401(k) of the Internal Revenue Code of 1986, as amended. The
purpose of the Plan is to provide a voluntary, systematic method for a
participant to save a specified percentage of the participant's
compensation for retirement ("Pay Deferral Contributions") and to
defer federal income tax, and where allowed state, city and county
income taxes, on such compensation, together with matching
contributions made by the Company ("Company Matching Contributions",
and together with Pay Deferral Contributions, "Contributions").
A participant's Contributions are held in a trust fund
maintained for the benefit of participants in the Plan. A participant
has the right to decide how to invest these Contributions. There are
eight current investment choices: the Merrill Lynch Ready Assets
Trust, the LaSalle Income Plus Fund, the Russell Intermediate-Term
Bond Fund, the Merrill Lynch Capital Fund, Inc., the Wells Fargo Index
Fund, the Russell International Fund, the Russell Small Capital Stock
Fund and the Newell Common Stock Fund. A participant must indicate
the percentage of his or her Pay Deferral Contributions to be
allocated to each investment choice, in 10% increments. Company
Matching Contributions are invested in the same percentages as Pay
Deferral Contributions.
The Company is required to register all of the shares of
Common Stock purchased by the Trustee for the Newell Common Stock Fund
under the Securities Act. Although all of the purchases by the
Trustee were made in a manner consistent with the Plan, and the
investment elections of the Plan participants, the Company has
determined that up to 253,101 shares of its Common Stock purchased by
the Trustee between December 20, 1994 and August 22, 1995, with funds
allocated to the Newell Common Stock Fund may not have been properly
registered in accordance with the Securities Act, Section 25110 of the
California Corporations Code and Section 359(e) of the New York
Fraudulent Practices Act. If violations of securities laws occurred,
the Rescission Offeree for whom such Common Stock was purchased has
the right to have such shares of Common Stock repurchased by the
Company or, if the Rescission Offeree has already directed and caused
the sale of such shares of Common Stock, other relief. This offer is
being made to ensure compliance with the Securities Act, the
California Corporations Code and the New York Fraudulent Practices
Act.
The purchases of the above described Common Stock were made
exclusively for Plan participants, the beneficial owners of the Common
Stock. At the time of such purchases, Plan participants were
residents of Alabama, Arizona, Arkansas, California, Colorado,
Connecticut, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois,
Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska,
Nevada, New Hampshire, New Jersey, New York, North Carolina, North
Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Puerto Rico, South
-6-
Carolina, Tennessee, Texas, Utah, Virginia, Washington, West Virginia
and Wisconsin, none of which require registration of securities in
connection with an employee benefit plan, except California and New
York.
The Company's Board of Directors has approved the Rescission
Offer in order to limit any contingent liability the Company may have
as a result of possible noncompliance with applicable federal and
state registration requirements in connection with the purchase of the
shares of Common Stock described above.
For Federal purposes, nonacceptance of the Rescission Offer
may not terminate a Rescission Offeree's right to bring a civil action
against the Company for failure to register the shares under the
Securities Act before expiration of the applicable statute of
limitations. The statute of limitations for enforcement of such
rights by a stockholder is one year commencing on the date of the sale
of Common Stock sold in violation of the Federal registration
requirements.
Under California law, nonacceptance of the Rescission Offer
will terminate a Rescission Offeree's right to bring a civil action
against the Company under sections 25503 (sale of securities in
violation of certain sections of California Corporations Code) and
25504 (joint and several liability of other persons with persons
liable under section 25501 or 25503) of the California Corporations
Code. A complete statement of the applicable California provisions is
attached as Appendix II.
Regardless of the Rescission Offer, the Rescission Offerees,
like any purchaser of stock of a public company, could sue the Company
on grounds other than violations of registration requirements.
Grounds for such other claims could include violations of the insider
trading and fraud provisions of sections 25500, 25501, and 25502 of
the California Corporation Code, which would be subject to different
statutes of limitations than the one year federal statute described
above.
The maximum estimated amount that the Company would be
required to pay if all Rescission Offerees accept the Rescission Offer
is $5,930,962.52.
Terms of the Rescission Offer
A Rescission Offeree who elected to allocate some of his or
her Pay Deferral Contributions to the Newell Common Stock Fund at any
time between December 20, 1994 and August 22, 1995, and who is
currently enrolled in the Plan, may direct that a sale of the Common
Stock purchased with his or her contributions during that period be
made by the Trustee to the Company at the price the Rescission Offeree
paid for the Common Stock, plus interest determined at the rate stated
below, less any dividends paid or due on such Common Stock. In the
event such Rescission Offeree elects to accept the Rescission Offer,
the Rescission Offeree's account balance in the Newell Common Stock
Fund will be reduced by a number of units representing the equivalent
-7-
shares of Common Stock purchased by the Trustee during the above
period and all proceeds from the Rescission Offer will be paid to the
Trustee for the participant's account. The proceeds from the
Rescission Offer will be reinvested by the Trustee in the
participant's account in accordance with the investment elections on
record as of the next investment date. If such Rescission Offeree has
already directed and caused the sale of such Common Stock, the Trustee
may receive for the Rescission Offeree's account the price paid for
such Common Stock, less the sale proceeds, plus interest at such
applicable rate form the date of purchase, less any dividends received
by such Rescission Offeree from such Common Stock.
If the Rescission Offeree has directed and caused the
distribution of Common Stock from the Plan, the Rescission Offeree is
entitled to obtain relief on the above terms, except any proceeds will
be paid directly to the Rescission Offeree or his beneficiary upon
tender of such Common Stock.
The interest rate for the Rescission Offer will be 7%.
The Rescission Offer will expire on _______________________,
1995, the Expiration Date, which is thirty (30) days from the date of
this Prospectus.
During the period from December 20, 1994 to August 22, 1995,
purchases of Common Stock by the Trustee for the Newell Common Stock
Fund were based upon the following average prices per share: December,
$21.061; January, $21.059; February, $23.510; March, $24.533; April,
$24.157; May, $23.301; June, $23.431 and July, $24.085.
A dividend of $.10 per share was paid on March 3, 1995 to
holders of Common Stock of record on February 17, 1995, and dividends
of $.12 per share of Common Stock were paid on June 15, 1995 and
September 1, 1995 to stockholders of record on May 19, 1995 and
August 16, 1995, respectively.
The following summarizes the amount that the Company
estimates it will pay for shares of Common Stock purchased by the
Company in the Rescission Offer.
-8-
Estimated*
Month Shares Average Interest (Less) Rescission
Were Per Share Per Dividends Amount
Purchased Price Paid Share Per Share Per Share
____________ _________ ________ __________ __________
December . $21.061 $0.985 $0.34 $21.706
January . . 21.059 0.868 0.34 21.587
February . 23.510 0.831 0.285 24.056
March . . . 24.533 0.767 0.24 25.060
April . . . 24.157 0.596 0.24 24.513
May . . . . 23.301 0.396 0.141 23.557
June . . . 23.431 0.309 0.12 23.619
July . . . 24.085 0.151 0.12 24.116
________________________________
* Estimated average annual interest rate of 7%.
As of ____________, 1995, the closing sale price of the
Common Stock (as reported on the Composite Tape for NYSE-listed
issues) was $__________. For the fifty-two week period ending on such
date, the average sales price of the Common Stock ranged from a high
of $_____________ to a low of $__________.
For Rescission Offerees who accept the Rescission Offer and
who are still enrolled in the Plan, the Company and the Trustee will
complete the transaction in accordance with the terms of the
Rescission Offer. The Rescission Offeree's account balance in the
Newell Common Stock Fund will be reduced by a number of units
representing the equivalent shares of Common Stock so purchased by the
Trustee and all proceeds from the Rescission Offer will be paid to the
Trustee for the Rescission Offeree's account. The Trustee will
reinvest such proceeds in accordance with the Rescission Offeree's
investment elections on record as of the next investment date. If the
Rescission Offeree has previously directed and caused the Trustee to
distribute such Common Stock from the Plan, such proceeds will be paid
directly to such individual or his beneficiary within 30 days of
tender of such Common Stock.
How to Accept or Decline this Rescission Offer
A RESCISSION OFFEREE IS NOT LEGALLY REQUIRED TO ACCEPT THE
RESCISSION OFFER. Acceptance of the Rescission Offer is optional for
each Rescission Offeree who holds units in the Newell Common Stock
Fund representing shares of Common Stock covered by this Rescission
Offer. If a Rescission Offeree elects to reject the Rescission Offer,
the Rescission Offeree will hold the same number of units in the
Newell Common Stock Fund. In the event the Rescission Offeree elects
to accept the Rescission Offer, the Rescission Offeree must detach and
complete the form "Rescission Offeree's Acceptance of Rescission
-9-
Offer," attached hereto as Appendix I, and mail or return it to the
Company, Attention: [insert name and address], as soon as practicable
after the date of receipt of this Prospectus but in no event having a
postmark later than the Expiration Date.
ANY RESCISSION OFFEREE WHO FAILS TO NOTIFY THE COMPANY IN
WRITING OF HIS OR HER ACCEPTANCE OF THE RESCISSION OFFER, ON OR PRIOR
TO THE EXPIRATION DATE WILL BE DEEMED TO HAVE REJECTED THE RESCISSION
OFFER; HOWEVER, ACCEPTANCE OR REJECTION OF THE RESCISSION OFFER MAY
NOT TERMINATE A RESCISSION OFFEREE'S RIGHT TO BRING A CIVIL ACTION
AGAINST THE COMPANY FOR FAILURE TO REGISTER THE SHARES UNDER FEDERAL
SECURITIES LAWS. HOWEVER, FEDERAL LAW DOES PROVIDE THAT A RESCISSION
OFFEREE MAY LOSE ANY RESCISSION RIGHTS UNDER FEDERAL SECURITIES LAWS
ONE YEAR FROM THE DATE OF PURCHASE OF SUCH SHARES.
Questions about the Rescission Offer
Rescission Offerees who have questions about the Rescission
Offer may call ____________________ between 9:00 a.m and 5:00 p.m.,
Central Standard time.
Use of Stock Tendered to Company in Rescission Offer
The repurchased shares of Common Stock, if any, will become
treasury shares. The Company has no present plans to sell such
treasury shares.
Tax Effects of Rescission Offer
A Rescission Offeree's acceptance or rejection of this
Rescission Offer, or the sale of Common Stock pursuant to it, is not
considered to be a taxable event before withdrawal or distribution of
funds from such Rescission Offeree's Plan account to the Rescission
Offeree or his or her beneficiary. All funds paid by the Company for
Common Stock of a Rescission Offeree as a result of this Rescission
Offer will be paid to the Plan Trustee and remain in the Plan trust
and will be reinvested in accordance with the Rescission Offeree's
existing investment option(s) in the Plan. Upon any later withdrawal
or distribution, any gain resulting from this Rescission Offer will
generally be taxable as ordinary income to the Rescission Offeree or
his or her beneficiary. An additional 10 percent income tax may be
imposed in cases of early withdrawal. Special tax advantages for some
lump-sum distributions and rollovers are allowed. Each Rescission
Offeree should consult with his/her own tax advisor with regard to the
proper tax treatment for him/her in connection with the Rescission
Offer.
Funding the Rescission Offer
The Company has sufficient funds available to pay for the
purchase of any shares of Common Stock which may be tendered to it as
a result of the Rescission Offer. The Company does not anticipate
that a material number of Rescission Offerees will elect to accept the
Rescission Offer.
-10-
USE OF PROCEEDS
The Company will receive no proceeds from the Rescission
Offer. The Common Stock was originally purchased in brokerage
transactions on the open market for which the Company did not receive
any proceeds.
LEGAL OPINION
The legality of the Common Stock 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 of
Common Stock.
EXPERTS
The consolidated financial statements and schedule of the
Company, incorporated herein by reference have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated herein by reference
in reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports.
-11-
APPENDIX I
RESCISSION OFFEREE'S ACCEPTANCE
OF THE RESCISSION OFFER
YOU MAY ELECT TO ACCEPT OR REJECT THE RESCISSION OFFER.
IF YOU WISH TO REJECT THE RESCISSION OFFER, DO NOT EXECUTE AND RETURN
THE FORM. YOU NEED TO DO NOTHING TO REJECT THE RESCISSION OFFER.
IF YOU WISH TO ACCEPT THE RESCISSION OFFER, PLEASE EXECUTE AND RETURN
THIS FORM, PURSUANT TO THE INSTRUCTIONS BELOW. PROCEEDS DUE TO
ACCEPTANCE OF THE RESCISSION OFFER WILL BE PAID TO THE TRUSTEE FOR
YOUR ACCOUNT (UNLESS YOU HAVE DIRECTED AND CAUSED THE DISTRIBUTION OF
YOUR SHARES OF COMMON STOCK INCLUDED IN THIS RESCISSION OFFER AS A
RESULT OF YOUR RETIREMENT OR TERMINATION OF EMPLOYMENT) AND REINVESTED
BY THE TRUSTEE IN ACCORDANCE WITH THE INVESTMENT ELECTIONS ON RECORD
AS OF THE NEXT APPLICABLE INVESTMENT DATE.
Newell Co.
29 East Stephenson Street
Freeport, Illinois 61032
Ladies and Gentlemen:
The undersigned acknowledges receipt of a Prospectus dated
____________, 1995, of NEWELL CO. (the "Company") together with the
Appendix thereto (the "Prospectus"), pursuant to which the Company
offers to rescind (the "Rescission Offer") purchases by the Trustee
(the "Trustee") of the Long-Term Savings and Investment Plan for the
employees of NEWELL CO. and subsidiaries (the "Plan") of all shares of
Common Stock and related preferred stock purchase rights (the "Common
Stock") of the Company between December 20, 1994 and August 22, 1995,
made with the undersigned's contributions to the Plan, and, if the
Rescission Offer is accepted by the undersigned, to pay to the Trustee
of the undersigned's account the original purchase prices paid by the
Trustee to purchase such Common Stock, plus interest thereon as
determined in accordance with the applicable rate, less any dividends
due or paid on such Common Stock.
In the event the undersigned elects to accept this Rescission
Offer, the undersigned understands that his or her Plan account
balance in the Newell Common Stock Fund will be reduced by a number of
units representing the shares of Common Stock purchased by the Trustee
during the above period and all proceeds from such account balance
reduction will be paid to the Trustee for the undersigned's account
for investment in accordance with the undersigned's current investment
instructions.
If the undersigned has previously directed and caused the Trustee
to distribute such Common Stock from the Plan, the proceeds will be
paid directly to the undersigned or the undersigned's beneficiary upon
timely tender of such Common Stock.
-12-
Therefore, I hereby accept the Rescission Offer for the above
Common Stock purchased by the Trustee with my contributions, on terms
set forth in this letter. Furthermore, I direct that all payments be
made to the Trustee for my Plan account unless I have previously
directed and caused a prior distribution from the Plan of such Common
Stock. I understand and agree that as a result of such acceptance, I
will no longer hold units in the Newell Common Stock Trust Fund
representing such equivalent shares of Common Stock.
______________________________ ______________________________________
Name (please print) Signature
______________________________ Date: _______________________________
Street Address
_____________________________ ______________________________________
City, State and Zip Code of Social Security Number or
Residence Taxpayer Identification Number
Instructions: In order to indicate your acceptance of the Rescission
Offer, you must:
(1) Sign the form and provide your complete address, date,
and social security or Taxpayer Identification Number; and
(2) Mail the form to the Company.
Delivery Instructions: This form should be mailed to the Company as
soon as practicable, but in no event having a postmark later than the
Expiration Date of this Rescission Offer, 11:59 p.m., Central Standard
Time, ___________, 1995.
-13-
APPENDIX II
California Corporations Code Section 25507(b):
(b) No buyer may commence an action under Section
25503 (or Section 25504 or Section 25504.1 insofar as they
relate to that section) if, before suit is commenced, such
buyer shall have received a written offer approved as to
form by the commissioner (1) stating the respect in which
liability under such section may have arisen, (2) offering
to repurchase the security for a cash price payable upon
delivery of the security or offering to pay the buyer an
amount in cash equal in either case to the amount
recoverable by the buyer in accordance with Section 25503,
or, offering to rescind the transaction by putting the
parties back in the same position as before the transaction,
(3) providing that such offer may be accepted by the buyer
at any time within a specified period of not less than
30 days after the date of receipt thereof unless rejected
earlier during such period by the buyer, (4) setting forth
the provisions of this subdivision (b), and (5) containing
such other information as the commissioner may require by
rule or order, and such buyer shall have failed to accept
such offer in writing within the specified period after
receipt thereof.
California Corporations Code Section 25503:
Any person who violates Section 25110, 25130 or 25133,
or a condition of qualification under Chapter 2 (commencing
with Section 25110) of this part, imposed pursuant to
Section 25141, or an order suspending trading issued
pursuant to Section 25219, shall be liable to any person
acquiring from him the security sold in violation of such
section, who may sue to recover the consideration he paid
for such security with interest thereon at the legal rate,
less the amount of any income received therefrom, upon the
tender of such security, or for damages, if he no longer
owns the security, or if the consideration given for the
security is not capable of being returned. Damages, if the
plaintiff no longer owns the security, shall be equal to the
difference between (a) his purchase price plus interest at
the legal rate from the date of purchase and (b) the value
of the security at the time it was disposed of by the
plaintiff plus the amount of any income received therefrom
by the plaintiff.
Damages, if the consideration given for the security is
not capable of being returned, shall be equal to the value
of that consideration plus interest at the legal rate from
the date of purchase, provided the security is tendered; and
if the plaintiff no longer owns the security, damages in
such case shall be equal to the difference between (a) the
value of the consideration given for the security plus
-14-
interest at the legal rate from the date of purchase and
(b) the value of the security at the time it was disposed of
by the plaintiff plus the amount of any income received
therefrom by the plaintiff. Any person who violates Section
25120 or a condition of qualification under Chapter 3
(commencing with Section 25120) of this part imposed
pursuant to Section 25141, shall be liable to any person
acquiring from him the security sold in violation of such
section who may sue to recover the difference between
(a) the value of the consideration received by the seller
and (b) the value of the security at the time it was
received by the buyer, with interest thereon at the legal
rate from the date of purchase. Any person on whose behalf
an offering is made and any underwriter of the offering,
whether on a best efforts or a firm commitment basis, shall
be jointly and severally liable under this section, but in
no event shall any underwriter (unless such underwriter
shall have knowingly received from the issuer for acting as
an underwriter some benefit, directly or indirectly, in
which all other underwriters similarly situated did not
share in proportion to their respective interest in the
underwriting) be liable in any suit or suits authorized
under this section for damages in excess of the total price
at which the securities underwritten by him and distributed
to the public were offered to the public. Any tender
specified in this section may be made at any time before
entry of judgment. No person shall be liable under this
section for violation of Section 25110, 25120 or 25130 if
the sale of the security is qualified prior to the payment
or receipt of any part of the consideration for the security
sold, even though an offer to sell or a contract of sale may
have been made or entered into without qualification.
California Corporations Code Section 25504:
Every person who directly or indirectly controls a
person liable under Section 25501 or 25503, every partner in
a firm so liable, every principal executive officer or
director of a corporation so liable, every person occupying
a similar status or performing similar functions, every
employee of a person so liable who materially aids in the
act or transaction constituting the violation, and every
broker-dealer or agent who materially aids in the act or
transaction constituting the violation, are also liable
jointly and severally with and to the same extent as such
person, unless the other person who is so liable had no
knowledge of or reasonable grounds to believe in the
existence of the facts by reason of which the liability is
alleged to exist.
-15-
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 being registered.
All amounts shown below are estimates, except the registration fee:
Registration fee of Securities and Exchange Commission $2,236.00
Stock Exchange Listing Fees . . . . . . . . . 1,500.00
Accountants' fees and expenses . . . . . . . . 5,000.00
Legal fees and expenses . . . . . . . . . . . 25,000.00
Miscellaneous . . . . . . . . . . . . . . . . . 1,264.00
TOTAL . . . . . . . . . . . . . . . . . . . . $ 35,000.00
============
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 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.
Item 16. Exhibits
II-1
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.
Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of
II-2
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.
II-3
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 1st day of December, 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 December 1, 1995
- -------------------------------------- Executive Officer (Principal
William P. Sovey Executive Officer) and Director
/s/ William T. Alldredge Vice President - Finance December 1, 1995
- -------------------------------------- (Principal Financial Officer)
William T. Alldredge
II-4
Signature Title Date
--------- ------ -----
/s/ Thomas A. Ferguson, Jr. President and Chief December 1, 1995
- -------------------------------------- Operating Officer and Director
Thomas A. Ferguson, Jr.
/s/ Donald L. Krause Senior Vice President - Controller December 1, 1995
- -------------------------------------- (Principal Accounting Officer)
Donald L. Krause
/s/ Daniel C. Ferguson Chairman of the Board of Directors December 1, 1995
- --------------------------------------
Daniel C. Ferguson
/s/ Alton F. Doody Director December 1, 1995
- --------------------------------------
Alton F. Doody
/s/ Gary H. Driggs Director December 1, 1995
- --------------------------------------
Gary H. Driggs
/s/ Robert L. Katz Director December 1, 1995
- --------------------------------------
Robert L. Katz
/s/ John J. McDonough Director December 1, 1995
- --------------------------------------
John J. McDonough
/s/ Elizabeth Cuthbert Millett Director December 1, 1995
- --------------------------------------
Elizabeth Cuthbert Millett
- -------------------------------------- Director
Cynthia A. Montgomery
/s/ Allan P. Newell Director December 1, 1995
- --------------------------------------
Allan P. Newell
s/ Henry B. Pearsall Director December 1, 1995
- --------------------------------------
Henry B. Pearsall
II-5
INDEX TO EXHIBITS
Exhibit
Index Exhibit
- ------- -------------------------------------------------------
4.1 Restated Certificate of Incorporation of Newell Co., as
amended as of May 10, 1995 (incorporated by reference
to Exhibit 3.1 to the Newell Co. Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995 (the
"Form 10-Q")).
4.2 By-Laws of Newell Co., as amended through February 6,
1995 (incorporated by reference to Exhibit 3.2 to the
Form 10-Q).
4.3 Rights Agreement dated as of October 20, 1988 between
Newell Co. and First Chicago Trust Company of New York
(formerly known as Morgan Shareholders Services Trust
Company) (incorporated by reference to Exhibit 4 to the
Newell Co. Current Report on Form 8-K dated October 25,
1988).
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).
EXHIBIT 5
December 1, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
RE: Newell Co.
Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as counsel for Newell Co., a Delaware
corporation (the "Company"), in connection with the Company's filing
of a Registration Statement on Form S-3 (the "Registration Statement")
with the Securities and Exchange Commission covering the registration
of 253,101 shares of common stock, par value $1.00 per share, of the
Company and the related Preferred Stock Purchase Rights attached
thereto (collectively the "Shares") purchased by the trustee of the
Company's Long-Term Investment and Savings Plan (the "Plan"), on
behalf of participants in the Plan, which are the subject of the
Company's rescission offer described in the Registration Statement.
In this connection we have examined such documents and have made such
factual and legal investigations as we have deemed necessary or
appropriate for the purpose of this opinion.
Based upon the foregoing, it is our opinion that (i) the
Shares, when sold in accordance with the Registration Statement, will
be legally issued, fully paid and non-assessable and (ii) the
provisions of the written documents constituting the Plan comply with
the applicable requirements of the Employee Retirement Income Security
Act of 1974, as amended, pertaining to such provisions.
We draw to your attention, however, that the Wisconsin
Supreme Court has held that the provisions of a predecessor of Section
180.0622 of the Wisconsin Business Corporation Law relating to
shareholders' liability for employee wages are applicable to foreign
corporations qualified to do business in the State of Wisconsin, such
as the Company.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement and to the reference to us under the
caption "Legal Opinion" in the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Linda J. Wight
--------------------------
Linda J. Wight
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.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
November 27, 1995
