SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A NO. 1
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended Commission file number
December 31, 1995 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)
Registrant's telephone number, including area code: (815)235-4171
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Common Stock, $1 par value per share, and New York Stock Exchange
associated Preferred Stock Purchase Rights Chicago Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 (or for such shorter period
that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes __X__ No _____
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [X]
There were 158.7 million shares of the Registrant's common stock
outstanding as of January 31, 1996. The aggregate market value of
the shares of common stock (based upon the closing price on the New
York Stock Exchange on that date) beneficially owned by nonaffiliates
of the Registrant was approximately $3,960.3 million. For purposes of
the foregoing calculation only, which is required by Form 10-K, the
Registrant has included in the shares owned by affiliates those shares
owned by directors and officers of the Registrant, and such inclusion
shall not be construed as an admission that any such person is an
affiliate for any purpose.
This Amendment No. 1 is being filed in order to include Exhibit 12 to
this Form 10-K.
2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Registrant
By /s/ William T. Alldredge
------------------------------
William T. Alldredge
Vice President-Finance
Date March 24, 1996
----------------------------
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below on March 24, 1996 , by
the following persons on behalf of the Registrant and in the capacities
indicated.
Signature Title
--------- -----
/s/ William P. Sovey Vice Chairman and Chief Executive Officer
----------------------------- (Principal Executive Officer)
William P. Sovey
/s/ Thomas A. Ferguson President and Chief Operating
----------------------------- Officer and Director
Thomas A. Ferguson
/s/ Donald L. Krause Senior Vice President-Corporate Controller
----------------------------- (Principal Accounting Officer)
Donald L. Krause
/s/ William T. Alldredge Vice President-Finance
----------------------------- (Principal Financial Officer)
William T. Alldredge
/s/ Daniel C. Ferguson Chairman of the Board
-----------------------------
Daniel C. Ferguson
/s/ Alton F. Doody Director
-----------------------------
Alton F. Doody
3
/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/ Cynthia A. Montgomery Director
-----------------------------
Cynthia A. Montgomery
/s/ Allan P. Newell Director
-----------------------------
Allan P. Newell
/s/ Henry B. Pearsall Director
-----------------------------
Henry B. Pearsall
4
(C) EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------- -------------------------
Item 3. Articles of 3.1 Restated Certificate of Incorporation
Incorporation of Newell Co., as amended as of
and By-Laws September 7, 1995.
3.2 By-Laws of Newell Co., as amended
through November 9, 1995 (incorporated
by reference to Exhibit 4.2 to Pre-
effective Amendment No. 1 to the
Company's Registration Statement on Form
S-3, Reg. No. 33-64225, filed
January 23, 1996).
Item 4. Instruments 4.1 Restated Certificate of Incorporation of
defining the Newell Co., as amended as of May 10,
rights of 1995 is included in Item 3.1.
security
holders, 4.2 By-Laws of Newell Co., as amended
including through November 9, 1995, are included
indentures in Item 3.2.
4.3 Rights Agreement dated as of October 20,
1988 between the Company and First
Chicago Trust Company of New York
(formerly known as Morgan Shareholders
Services Trust Company)(incorporated by
reference to Exhibit 4 to the Company's
Current Report on Form 8-K dated
October 25, 1988).
4.4 Indenture dated as of April 15, 1992,
between the Company and The Chase
Manhattan Bank (National Association).
Trustee (incorporated by reference to
Exhibit 4.4 to the Company's Report on
Form 8 amending the Company's Quarterly
Report on Form 10-Q for the period ended
March 31, 1992).
Pursuant to item 601(b)(4)(iii)(A) of
Regulation S-K, the Company is not
filing certain documents. The Company
agrees to furnish a copy of each such
document upon the request of the
Commission.
5
Exhibit
Number Description of Exhibit
-------- -------------------------
Item 10. Material *10.1 The Newell Long-Term Savings and
Contracts Investment Plan, as amended and restated
effective May 1, 1993 (incorporated by
reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30,
1993 (the "June 1993 Form 10-Q").
*10.2 The Company's Amended and Restated 1984
Stock Option Plan, as amended through
February 14, 1990 (incorporated by
reference to Exhibit 10.2 to the
Company's Annual Report on Form 10-K for
the year ended December 31, 1990 (the
"1990 Form 10-K")).
*10.3 Newell Co. Deferred Compensation Plan,
as amended, effective October 23, 1986.
*10.4 Newell Operating Company's ROA Cash
Bonus Plan, effective January 1, 1977,
as amended (incorporated by reference to
Exhibit 10.8 to the 1981 Form S-14).
*10.5 Newell Operating Company's ROI Cash
Bonus Plan, effective July 1, 1966, as
amended (incorporated by reference to
Exhibit 10.9 to the 1981 Form S-14).
*10.6 Newell Operating Company's Pension Plan
for Salaried and Clerical Employees, as
amended and restated, effective
January 1, 1989 (incorporated by
reference to Exhibit 10.2 to the June
1993 Form 10-Q).
*10.7 Newell Operating Company's Pension Plan
for Factory and Distribution Hourly-Paid
Employees, as amended and restated,
effective January 1, 1984 (incorporated
by reference to Exhibit 10.10 to the
Company's Annual Report on Form 10-K for
the year ended December 31, 1985 (File
No. 0-7843) (the "1985 Form 10-K")).
6
Exhibit
Number Description of Exhibit
------- -------------------------
*10.8 Newell Operating Company's Supplemental
Retirement Plan for Key Executives,
effective January 1, 1982, as amended
(incorporated by reference to Amendment
No. 2 to the Company's Registration
Statement on Form S-14, File No. 2-
71121, filed February 2, 1982).
10.9 Securities Purchase Agreement dated June
21, 1985 between American Tool
Companies, Inc. and the Company (incor-
porated by reference to Exhibit 10.13 to
the 1985 Form 10-K).
*10.10 Form of Employment Security Agreement
with six executive officers (incorpor-
ated by reference to Exhibit 10.10 to
the 1990 Form 10-K).
10.11 Letter Agreement dated as of August 13,
1991 between The Black & Decker Corpora-
tion and the Company (incorporated by
reference to Exhibit 1 to the Company's
Statement on Schedule 13D dated August
22, 1991).
10.12 Standstill Agreement dated as of
September 24, 1991 between The Black &
Decker Corporation and the Company
(incorporated by reference to Exhibit 3
to Amendment No. 1 to the Company's
Statement on Schedule 13D dated
September 26, 1991 (the "Schedule 13D
Amendment")).
*10.13 Newell Co. 1993 Stock Option Plan,
effective February 9, 1993 (incorporated
by reference to the Company's
Registration Statement on Form S-8, File
No. 33-67632, filed August 19, 1994).
10.14 Form of Placement Agency Agreement
relating to private placement to
accredited investors of unsecured notes
of the Company (incorporated by
reference to Exhibit 10.20 to the 1993
Form 10-K).
7
Exhibit
Number Description of Exhibit
------- -------------------------
10.15 364-Day Credit Agreement dated as of
June 12, 1995 among the Company, certain
of its affiliates, The Chase Manhattan
Bank (National Association), as Agent
and the banks whose names appear on the
signature pages thereto (incorporated by
reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1995 (the
"June 1995 Form 10-Q")).
10.16 Five Year Credit Agreement dated as of
June 12, 1995 among the Company, certain
of its affiliates, The Chase Manhattan
Bank (National Association), as Agent,
and the banks whose names appear on the
signature pages thereto (incorporated by
reference to Exhibit 10.2 to the June
1995 Form 10-Q).
Item 12 Statements re 12 Statement of Computation of Fixed
computation of Charges (in thousands, except
ratios ratio data)
Item 21. Subsidiaries 21.1 Subsidiaries of the Company.
of the
Registrant
Item 23. Consent of 23.1 Consent of Arthur Andersen LLP.
experts and
counsel
Item 27. Financial 27 Financial Data Schedule.
Data Schedule
Item 99. Additional 99 Safe Harbor Statement.
Exhibits
* Management contract or compensatory plan or arrangement of the
Company.
EXHIBIT 12
STATEMENT OF COMPUTATION OF
EARNINGS TO FIXED CHARGES
(in thousands, except ratio data)
For the Years Ended December 31,
-----------------------------------------------------------
1995 1994 1993 1992 1991
------- -------- -------- -------- --------
Earnings Available to Fixed Charges:
Income before income taxes $370,785 $329,292 $275,556 $277,564 $224,048
Fixed charges
Interest Expense 49,812 29,970 19,062 20,417 13,151
Portion of rent determined to be interest (1) 12,634 10,494 8,580 6,237 5,643
Eliminate Equity in Earnings (5,993) (5,700) (3,800) (3,400) (1,200)
-------- -------- -------- -------- --------
Total Earnings Available for Fixed Charges $427,238 $364,056 $299,398 $300,818 $241,642
======== ======== ======== ======== ========
Fixed Charges
Interest Expense $ 49,812 $ 29,970 $ 19,062 $ 20,417 $ 13,151
Portion of rent determined to be interest (1) 12,634 10,494 8,580 6,237 5,643
-------- -------- -------- -------- --------
Total Fixed Charges $ 62,446 $ 40,464 $ 27,642 $ 26,654 $ 18,794
======== ======== ======== ======== ========
Ratio of Earnings to Fixed Charges 6.84 9.00 10.83 11.29 12.86
(1) 33% of gross rent expense was deemed to approximate the interest poriton of short- long-term leases.
