SECOND QUARTER 1996
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 June 30, 1996
---------------
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 June 22, 1996: 158,783,882
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
NEWELL CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended Six Months Ended
June 30, June 30,
------------------- --------------------
1996 1995 1996 1995
-------- -------- -------- --------
(In thousands, except per share data)
Net sales $ 735,168 $ 621,331 $1,353,325 $1,177,910
Cost of products sold 499,282 431,881 936,189 821,645
-------- -------- --------- ---------
GROSS INCOME 235,886 189,450 417,136 356,265
Selling, general and
administrative expenses 107,437 88,371 219,191 181,791
-------- -------- --------- ---------
OPERATING INCOME 128,449 101,079 197,945 174,474
Nonoperating expenses (income):
Interest expense 14,476 12,387 28,918 24,225
Other 1,067 (2,851) 805 (1,459)
-------- -------- --------- ---------
Net nonoperating expenses (income) 15,543 9,536 29,723 22,766
-------- -------- --------- ---------
INCOME BEFORE INCOME TAXES 112,906 91,543 168,222 151,708
Income taxes 45,213 36,617 67,339 60,683
-------- -------- --------- ---------
NET INCOME $ 67,693 $ 54,926 $ 100,883 $ 91,025
======== ======== ========= =========
Earnings per share $ 0.43 $ 0.35 $ 0.64 $ 0.58
======== ======== ========= =========
Dividends per share $ 0.14 $ 0.12 $ 0.28 $ 0.22
======== ======== ========= =========
Weighted average shares 158,750 158,020 158,713 157,962
======== ======== ========= =========
See notes to consolidated financial statements.
NEWELL CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
1996 1995
------------- -------------
Unaudited
(In thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 45,490 $ 58,771
Accounts receivable, net 460,935 390,296
Inventories 541,632 509,245
Deferred income taxes 80,390 107,499
Prepaid expenses and other 81,431 67,063
--------- ---------
TOTAL CURRENT ASSETS 1,209,878 1,132,874
MARKETABLE EQUITY SECURITIES 58,413 53,309
OTHER LONG-TERM INVESTMENTS 206,128 203,857
OTHER ASSETS 119,990 122,702
PROPERTY, PLANT AND EQUIPMENT, NET 550,109 530,285
TRADE NAMES AND GOODWILL 892,732 888,215
--------- ---------
TOTAL ASSETS $3,037,250 $2,931,242
========= =========
See notes to consolidated financial statements.
NEWELL CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONT.)
June 30, December 31,
1996 1995
------------- -------------
Unaudited
(In thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 88,332 $ 104,017
Accounts payable 122,833 113,927
Accrued compensation 53,942 73,057
Other accrued liabilities 314,827 317,184
Income taxes 16,226 13,043
Current portion of long-term debt 47,235 59,031
--------- ---------
TOTAL CURRENT LIABILITIES 643,395 680,259
LONG-TERM DEBT 849,560 761,578
OTHER NONCURRENT LIABILITIES 159,755 158,321
DEFERRED INCOME TAXES 30,242 30,987
STOCKHOLDERS' EQUITY
Common stock issued at $1 par value 158,781 158,626
Additional paid-in capital 193,359 190,860
Retained earnings 995,013 938,567
Net unrealized gain on securities
available for sale 18,974 15,912
Cumulative translation adjustment (11,829) (3,868)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 1,354,298 1,300,097
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $3,037,250 $2,931,242
========= =========
See notes to consolidated financial statements.
NEWELL CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended
June 30,
-------------------------
1996 1995
--------- ---------
Unaudited
(In thousands)
OPERATING ACTIVITIES:
Net Income $ 100,883 $ 91,025
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Depreciation and amortization 58,392 48,710
Deferred income taxes 35,947 (14,991)
Net gain on marketable equity securities - (15,819)
Write-off of investments 1,339 16,000
Other (3,609) (3,567)
Changes in Current Accounts:
Accounts receivable (56,403) (65,698)
Inventories (3,207) (49,958)
Other current assets 1,141 34,240
Accounts payable (1,026) (2,640)
Accrued liabilities and other (46,049) (12,851)
-------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 87,408 24,451
-------- ---------
INVESTING ACTIVITIES:
Acquisitions, net (35,419) (41,742)
Expenditures for property, plant and equipment (29,332) (41,309)
Sale of marketable equity securities - 37,324
Disposal of noncurrent assets and other (9,526) 3,380
-------- ---------
NET CASH USED IN INVESTING ACTIVITIES (74,277) (42,347)
-------- ---------
FINANCING ACTIVITIES:
Proceeds from issuance of debt 129,850 62,580
Proceeds from exercised stock options and other 2,654 3,429
Payments on notes payable and long-term debt (114,479) (15,278)
Cash dividends (44,437) (34,745)
-------- --------
NET CASH USED IN FINANCING ACTIVITIES (26,412) 15,986
-------- --------
DECREASE IN CASH AND CASH EQUIVALENTS (13,281) (1,910)
Cash and cash equivalents at beginning of year 58,771 14,892
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 45,490 $ 12,982
======== ========
Supplemental cash flow disclosures:
Cash paid during the year for -
Interest $ 25,380 $ 25,473
Income taxes 40,216 36,955
See notes to consolidated financial statements.
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 September 29, 1995, the Company acquired Decorel
Incorporated ("Decorel"), a manufacturer and marketer of
ready-made picture frames. On November 2, 1995, the Company
acquired Berol Corporation ("Berol"), a designer,
manufacturer and marketer of markers and writing
instruments. For these 1995 acquisitions, the Company paid
$152.7 million in cash and assumed $102.2 million of debt.
On January 22, 1996, the Company acquired The Holson Burnes
Group, Inc. ("Holson Burnes"), a manufacturer and marketer
of photo albums and picture frames. The Company paid $35.4
million in cash and assumed $44.4 million of debt. These
transactions were accounted for as purchases; therefore
results of operations are included in the accompanying
consolidated financial statements since their dates of
acquisition. The acquisition costs were allocated on a
preliminary basis to the fair market value of the assets
acquired and liabilities assumed and resulted in goodwill of
approximately $128.1 million. The total adjustments to the
purchase price allocations are not expected to be material
to the financial statements.
The unaudited consolidated results of operations for the six
months ended June 30, 1996 and 1995 on a pro forma basis, as
though Decorel, Berol and Holson Burnes had been acquired on
January 1, 1995, are as follows:
1996 1995
-------- --------
(In millions, except per
share data)
Net sales $1,357.8 $1,381.5
Net income 99.1 86.2
Earnings per share 0.62 0.55
Note 3 - The components of inventories at the end of each period, net
of the LIFO reserve, were as follows:
June 30, December 31,
1996 1995
------- ------------
(In millions)
Materials and supplies $136.3 $147.7
Work in process 82.8 87.5
Finished products 322.5 274.0
----- -----
$541.6 $509.2
====== ======
Note 4 - Long-term marketable equity securities at the end of each
period are summarized as follows:
June 30, December 31,
1996 1995
------- ------------
(In millions)
Aggregate market value $ 58.4 $ 53.3
Aggregate cost 26.8 26.8
----- -----
Unrealized gain $ 31.6 $ 26.5
====== =====
Long-term marketable equity securities are carried at fair
value with adjustments for fair value reported separately as
a component of stockholders' equity and are excluded from
earnings.
Note 5 - Property, plant and equipment at the end of each period
consisted of the following:
June 30, December 31,
1996 1995
------- ------------
(In millions)
Land $ 21.2 $ 16.2
Buildings and improvements 203.2 194.8
Machinery and equipment 642.3 620.2
------ ------
866.7 831.2
Allowance for depreciation (316.6) (300.9)
------ ------
$ 550.1 $ 530.3
====== ======
Note 6 - Long-term debt at the end of each period consisted of the
following:
June 30, December 31,
1996 1995
------- ------------
(In millions)
Medium-term notes $295.0 $345.0
Commercial paper 578.5 448.6
Other long-term debt 23.3 27.0
----- -----
896.8 820.6
Current portion (47.2) (59.0)
----- -----
$849.6 $761.6
===== =====
Commercial paper in the amount of $578.5 million 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.
Note 7 - In 1995, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed of."
This statement was adopted by the Company on January 1,
1996. The impact of adopting this statement was not
material to the consolidated financial statements.
Also, in 1995, the FASB issued SFAS No. 123, "Accounting for
Stock Based Compensation." The Company adopted this
statement effective January 1, 1996 and will provide
additional disclosures in the footnotes to the annual
consolidated financial statements.
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 Six Months Ended
June 30, June 30,
-------------------- --------------------
1996 1995 1996 1995
--------- --------- --------- ---------
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of products sold 67.9 69.5 69.2 69.8
----- ----- ----- -----
GROSS INCOME 32.1 30.5 30.8 30.2
Selling, general and
administrative expenses 14.6 14.2 16.2 15.4
----- ----- ----- -----
OPERATING INCOME 17.5 16.3 14.6 14.8
Nonoperating expenses (income):
Interest expense 2.0 2.0 2.1 2.0
Other 0.1 (0.4) 0.1 (0.1)
----- ----- ----- -----
Net nonoperating expenses (income) 2.1 1.6 2.2 1.9
----- ----- ----- -----
INCOME BEFORE INCOME TAXES 15.4 14.7 12.4 12.9
Income taxes 6.2 5.9 4.9 5.2
----- ----- ----- -----
NET INCOME 9.2% 8.8% 7.5% 7.7%
===== ===== ===== =====
Three Months Ended June 30, 1996 vs. Three Months Ended June 30, 1995
---------------------------------------------------------------------
Net sales for the second quarter of 1996 were $735.1 million,
representing an increase of $113.8 million or 18.3% from $621.3
million in the first quarter of 1995. The overall increase in net
sales was primarily attributable to contributions from Decorel
(acquired September 1995), Berol (acquired November 1995), Holson
Burnes (acquired January 1996) and internal growth of 4%. Internal
growth is defined as growth from continuing businesses owned more than
two years, including minor acquisitions ("core businesses"). Net
sales for each of the Company's product groups were as follows (in
millions):
Primary Reasons
1996 1995 % Change for Change
-------- -------- -------- ---------------
(In millions)
Office Products $224.4 $165.7 35.4% Berol acquisition
Home Furnishings 218.7 168.9 29.5% Decorel and Holson
Burnes acquisitions
and 6% internal
growth
Housewares 190.0 192.3 (1.2%) Weak European retail
conditions
Hardware & Tools 102.0 94.4 8.1% Internal growth
------ ------
$735.1 $621.3 18.3%
====== ======
Gross income in the second quarter of 1996 was 32.1% of net sales or
$235.8 million versus 30.5% or $189.5 million in the second quarter of
1995. Gross margins improved primarily as a result of increases in
gross margins at several of the core businesses and at Eberhard Faber
(acquired October 1994).
Selling, general and administrative expenses ("SG&A") in the second
quarter of 1996 were 14.6% of net sales or $107.4 million versus 14.2%
or $88.4 million in the second quarter of 1995. The increase as a
percentage of sales is primarily due to the SG&A levels at Decorel and
Holson Burnes.
Operating income in the second quarter of 1996 was 17.5% of net sales
or $128.4 million versus 16.3% or $101.1 million in the second quarter
of 1995. The increased operating margin was primarily attributable to
the same factors that affected gross margins.
Net nonoperating expenses in the second quarter of 1996 were 2.1% of
net sales or $15.5 million versus 1.6% or $9.6 million in the second
quarter of 1995 and are summarized as follows (in millions):
1996 1995 $ Change
------ ------ --------
(In millions)
Interest expense (1) $ 14.5 $ 12.4 $ 2.1
Interest income (1.2) (0.6) (0.6)
Goodwill amortization 5.7 4.3 1.4
Dividend income (3.3) (3.2) (0.1)
Equity earnings in American Tool
Companies, Inc. (2) (1.6) (1.5) (0.1)
Sale of marketable equity
securities(3) - (15.8) 15.8
Intangible asset write-off (4) 1.3 13.8 (12.5)
Other 0.1 0.2 (0.1)
----- ----- -----
$ 15.5 $ 9.6 $ 5.9
===== ===== =====
(1) The increase in interest expense was due to additional borrowings
for the 1995 and 1996 acquisitions.
(2) The Company has a 49% ownership interest.
(3) The change was due to a $15.8 million gain recognized on the sale
of a long-term marketable equity security in 1995.
(4) The decrease was due primarily to a $16.0 million write-down in
carrying value of a long-term foreign investment in 1995.
The effective tax rate was 40% in both 1995 and 1996.
Net income for the second quarter of 1996 was $67.7 million,
representing an increase of $12.8 million or 23.2% from the second
quarter of 1995. Earnings per share for the second quarter of 1996
were up 22.9% or $0.43 versus $0.35 in the second quarter of 1995.
The increases in net income and earnings per share were primarily
attributable to contributions from Berol and Eberhard Faber (net of
associated interest expense and goodwill amortization) and an
improvement in operating margins at several of the core businesses.
Six Months Ended June 30, 1996 vs. Six Months Ended June 30, 1995
-----------------------------------------------------------------
Net sales for the first six months of 1996 were $1,353.3 million,
representing an increase of $175.4 million or 14.9% from $1,177.9
million in the first six months of 1995. The overall increase in
net sales was primarily attributable to contributions from Decorel,
Berol, Holson Burnes and internal growth of 2%. Net sales for each of
the Company s product groups were as follows (in millions):
Primary Reasons
1996 1995 % Change for Change
-------- -------- -------- ---------------
(In millions)
Office Products $370.1 $295.3 25.3% Berol acquisition,
offset partially by
internal sales
declines of 5%
Home Furnishings 422.1 334.8 26.1% Decorel and Holson
Burnes acquisitions
and 4% internal
growth
Housewares 366.0 368.2 (0.6%) Weak European retail
conditions
Hardware & Tools 195.1 179.6 8.6% Internal growth
------- -------
$1,353.3 1,177.9 14.9%
======== ========
Gross income in the first six months of 1996 was 30.8% of net sales or
$417.1 million versus 30.2% or $356.3 million in the first six months
of 1995. Gross margins improved primarily as a result of an increase
in gross margins at Eberhard Faber.
Selling, general and administrative expenses in the first six months
of 1996 were 16.2% of net sales or $219.2 million versus 15.4% or
$181.8 million in the first six months of 1995. The increase as a
percentage of sales is primarily due to the SG&A levels at Decorel,
Berol and Holson Burnes.
Operating income in the first six months of 1996 was 14.6% of net
sales or $197.9 million versus 14.8% or $174.5 million in the first
six months of 1995. The slight decline in operating margins was
primarily attributable to the SG&A levels at Decorel and Holson
Burnes, offset partially by increased gross margins at Eberhard Faber.
Net nonoperating expenses in the first six months of 1996 were 2.2% of
net sales or $29.7 million versus 1.9% or $22.8 million in the first
six months of 1995 and are summarized as follows (in millions):
1996 1995 $ Change
-------- -------- --------
(In millions)
Interest expense (1) $ 28.9 $ 24.2 $ 4.7
Interest income (2.1) (0.9) (1.2)
Goodwill amortization 11.5 9.1 2.4
Dividend income (6.3) (6.4) 0.1
Equity earnings in American Tool
Companies, Inc. (2) (3.7) (3.6) (0.1)
Sale of marketable equity
securities (3) - (15.8) 15.8
Intangible asset write-off (4) 1.3 16.0 (14.7)
Other 0.1 0.2 (0.1)
----- ----- -----
$29.7 $22.8 $ 6.9
===== ===== =====
(1) The increase in interest expense was due to additional borrowings
for the 1995 and 1996 acquisitions.
(2) The Company has a 49% ownership interest.
(3) The change was due to a $15.8 million gain recognized on the sale
of a long-term marketable equity security in 1995.
(4) The decrease was due primarily to a $16.0 million write-down in
carrying value of a long-term foreign investment in 1995.
The effective tax rate was 40% in both 1995 and 1996.
Net income for the first six months of 1996 was $100.9 million,
representing an increase of $9.9 million or 10.8% from the first six
months of 1995. Earnings per share for the first six months of 1996
were up 10.3% to $0.64 versus $0.58 in the first six months of 1995.
The increases in net income and earnings per share were primarily
attributable to contributions from Eberhard Faber and Berol (net of
associated interest expense and goodwill amortization).
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 of $87.4 million during the
first six months of 1996, an increase of $62.9 million from $24.5
million in the comparable period of 1995. This change was primarily
due to a concentrated effort to reduce inventory levels, as well as a
decrease in the inventory needed to service customers (in response to
the weak retail conditions in the last quarter of 1995 and the first
quarter of 1996). The changes in deferred taxes and accrued
liabilities are the result of a 1995 IRS audit settlement, for which
there had been a reserve.
The Company has short-term foreign and domestic committed and
uncommitted lines of credit with various banks and a commercial paper
program which are available for short-term financing. Committed lines
of credit at June 30, 1996 totalled $13.5 million, based upon such
terms as the Company and the respective banks have mutually agreed
upon. Borrowings under the Company's uncommitted lines of credit,
which totalled $100.0 million at June 30, 1996, are subject to the
discretion of the lender. The Company's uncommitted lines of credit
do not have a significant impact on the Company's liquidity.
At June 30, 1996, the Company had outstanding $295.0 million
(principal amount) of medium-term notes with maturities ranging from
one to five years at an average rate of interest equal to 6.4%. The
Company had outstanding $345.0 million of medium-term notes at
December 31, 1995.
In June 1996, the Company amended its revolving credit agreement to be
a five-year $750.0 million agreement which will terminate in June
2001. Under this agreement, the Company may borrow, repay and
reborrow funds in an aggregate amount up to $750.0 million, at a
floating interest rate. At June 30, 1996, there were $97.8 million of
borrowings under the revolving credit agreement.
The Company has a universal shelf registration statement under which
the Company may issue up to $500.0 million of debt and equity
securities, subject to market conditions. At June 30, 1996, the
Company had not yet issued any securities under this registration
statement.
The Company's primary uses of liquidity and capital resources are
capital expenditures, dividend payments and acquisitions.
Capital expenditures were $29.3 million and $41.3 million in the first
six months of 1996 and 1995, respectively. The decrease is due
primarily to heavy spending during the first quarter of 1995 in
connection with the integration of acquired businesses.
The Company has paid regular cash dividends on its common stock since
1947. On February 6, 1996, the quarterly cash dividend was increased
to $0.14 per share from the $0.12 per share that had been paid since
May 11, 1995. Dividends paid were $44.4 million and $34.7 million in
the first six months of 1996 and 1995, respectively. This increase in
dividends paid affected retained earnings, which increased by $56.4
million and $56.3 million in the first six months of 1996 and 1995,
respectively.
In 1996, the Company acquired Holson Burnes for $34.5 million in cash
and the assumption of $44.4 million of debt. This acquisition was
accounted for as a purchase and the cash portion of the purchase price
was paid for with proceeds obtained from the issuance of commercial
paper.
Working capital at June 30, 1996 was $566.5 million compared to $452.6
million at December 31, 1995. The current ratio at June 30, 1996 was
1.88:1 compared to 1.67:1 at December 31, 1995. Total debt to total
capitalization (net of cash and cash equivalents) was .41:1 at June
30, 1996 and .40:1 at December 31, 1995.
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.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
The Company imports and distributes vinyl mini-blinds. The
Company believes that its unit sales of imported vinyl mini-
blinds constituted approximately 6% of the sales of all such
products in the United States during 1995.
On July 16, 1996, the Attorney General of the State of
California and the District Attorney for Alameda County,
California, filed a civil suit in Alameda County Superior
Court against twelve named companies, including a subsidiary
of the Company, and other unnamed companies, alleging that
these companies failed to warn consumers adequately about
the presence of lead in their imported vinyl mini-blinds in
accordance with the California Safe Drinking Water and Toxic
Enforcement Act ("Proposition 65") and California Business
and Professions Code Section 17200 (the "Unlawful Business
Practices Act"), and seeking injunctions, civil penalties
and restitutionary relief. Proposition 65 and the Unlawful
Business Practices Act each provide for penalties of up to
$2,500 per day for each violation.
In the spring of 1995, federal Consumer Products Safety
Commission (the "CPSC") tested and analyzed imported vinyl
mini-blinds and found that lead stabilizers in the plastic
deteriorate over time from exposure to sunlight and heat,
causing lead dust to form on mini-blind surfaces. On June
26, 1996, the CPSC announced its determination that this
lead dust presents a health risk to children under six years
of age, because small children could touch the mini-blinds
and put their fingers in their mouths. The CPSC recommended
that people living with small children remove the mini-
blinds from their homes, but did not require the
manufacturers or distributors of the mini-blinds to assist
in this process. Following this recommendation, foreign
manufacturers began to produce vinyl mini-blinds without
lead stabilizers, and the new mini-blinds have been
available in stores since July 1996.
The Company believes that insufficient information currently
exists to draw firm conclusions concerning the conditions,
if any, under which a consumer may be exposed to significant
amounts of lead during the use of the Company's imported vinyl
mini-blinds. The Company is continuing to investigate
this matter. In the meantime, the Company is providing
warnings consistent with the requirements of Proposition 65
with respect to its imported vinyl mini-blinds and is no
longer importing mini-blinds containing lead stabilizers.
Although management of the Company cannot predict the
ultimate outcome of this matter with certainty, it believes
that its ultimate resolution will not have a material impact
on the Company s consolidated financial statements.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a) Exhibits:
10.17 Amendment No. 1 dated as of June 7, 1996 to 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.
27 Financial Data Schedule
b) Reports on Form 8-K:
Registrant filed a Report on Form 8-K dated May 3, 1996
reporting that Registrant entered into a Distribution
Agreement with Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Chase Securities, Inc. and Morgan Stanley &
Co. Incorporated and an Indenture with The Chase Manhattan
Bank (National Association), as trustee, in connection with
a public offering of fixed and floating rate Medium Term
Notes under Registrant s shelf Registration Statement on
Form S-3 (Reg. No. 33-64225).
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 August 8, 1996 /s/ William T. Alldredge
---------------- ---------------------------------
William T. Alldredge
Vice President - Finance
Date August 8, 1996 /s/ Brett E. Gries
--------------- ---------------------------------
Brett E. Gries
Vice President - Accounting & Tax
EXHIBIT 10.17
AMENDMENT NO. 1
AMENDMENT NO. 1 dated as of June 7, 1996, between: NEWELL CO., a
corporation duly organized and validly existing under the laws of the State
of Delaware (together with its successors, the "COMPANY"); each of the
banks listed on the signature pages hereto under the headings Continuing
Banks (the "CONTINUING BANKS") and New Banks (the "NEW BANKS") (together
with its successors and permitted assigns, individually a "BANK" and,
collectively, the "BANKS"); and THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION) as agent for the Banks (in such capacity together with its
successors in such capacity, the "AGENT").
The Company, the Continuing Banks, certain banks listed on the
signature pages hereto under the heading Non-continuing Banks (the "NON-
CONTINUING BANKS") and the Agent are parties to (1) the Five-Year Credit
Agreement dated as of June 12, 1995 providing for loans to the Company and
certain subsidiaries of the Company in U.S. Dollars and in other currencies
in an aggregate amount not exceeding $550,000,000 at any one time
outstanding (the "FIVE-YEAR CREDIT AGREEMENT") and (2) the 364-Day Credit
Agreement dated as of June 12, 1995 providing for loans to the Company and
certain subsidiaries of the Company in U.S. Dollars and in other currencies
in an aggregate amount not exceeding $200,000,000 at any one time
outstanding (the "364-DAY CREDIT AGREEMENT" and, together with the Five-
Year Credit Agreement, the "CREDIT AGREEMENTS"). As of the Effective Date
(as defined in Section 6 below), there are no outstanding Syndicated Loans
under either of the Credit Agreements.
The Company has requested that the Commitment of each of the
Continuing Banks and Non-Continuing Banks under the 364-Day Credit
Agreement be terminated, that the Commitment of each Continuing Bank under
the Five-Year Credit Agreement be the amount set opposite its name on the
signature pages hereto, that each New Bank undertake a Commitment under the
Five-Year Facility in the amount set opposite its name on the signature
pages hereto, and that certain other revisions be made in the Five-Year
Credit Agreement, all on the terms and conditions hereof.
Accordingly, in consideration of the premises and the mutual
agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
Section 1. DEFINITIONS. Except as otherwise defined in this
Agreement No. 1, terms defined in the Five-Year Credit Agreement, as
amended by this Amendment No. 1, are used herein as defined therein.
Section 2. TERMINATION OF 364-DAY CREDIT AGREEMENT. Effective
as of the Effective Date, the Commitments of the Continuing Banks and the
Non-continuing Banks under the 364-Day Credit Agreement are hereby
terminated.
Section 3. COMMITMENTS UNDER THE FIVE-YEAR CREDIT AGREEMENT.
Effective as of the Effective Date, each Bank shall be a "Bank" under the
Five-Year Credit Agreement with a Commitment under the Five-Year Credit
Agreement in the amount set opposite such Bank's name on the signature
pages of this Amendment No. 1, none of the Non-continuing Banks shall be a
"Bank" under the Five-Year Credit Agreement, and the definition of the term
Commitment in the Five-Year Credit Agreement shall be amended to read in
its entirety as follows:
"COMMITMENT" shall mean, as to each Bank, the obligation of
such Bank to make Syndicated Loans in an aggregate amount at any
one time outstanding equal to the amount set opposite such Bank's
name on the signature pages of Amendment No. 1 under the caption
"Commitment" (as the same may be reduced pursuant to Section 2.05
hereof). As of the Amendment No. 1 Effective Date, the aggregate
principal amount of the Commitments is $750,000,000.
Section 4. AMENDMENTS. Effective as of the Effective Date, the
Five-Year Credit Agreement shall be amended as follows:
A. Section 1.01 of the Five-Year Credit Agreement shall be
amended (a) by deleting the definition of the term "Other Agreement" and
(b) by adding (to the extent not already included in Section 1.01) or
amending (to the extent already included in Section 1.01) the following
definitions and inserting the same in their appropriate alphabetical
locations, as follows:
"AMENDMENT NO. 1" shall mean Amendment No. 1 dated as of June 7,
1996 between the Company, the Banks and the Agent.
"AMENDMENT NO. 1 EFFECTIVE DATE" shall mean the Effective Date as
defined in Amendment No. 1.
"APPLICABLE FACILITY FEE RATE" and "APPLICABLE MARGIN" shall
mean, during any period when the Rating is at one of the Rating Groups
specified below, the percentage set forth below opposite the reference to
such fee or to the relevant Type of Syndicated Loan:
Rating Rating Rating Rating
Group Group Group Group
Fee or Loan I II III IV
Applicable
Facility Fee 0.060% 0.075% 0.110% 0.1875%
Rate
Applicable
Margin for 0.140% 0.175% 0.240% 0.3625%
LIBOR Loans
Applicable
Margin for 0.0% 0.0% 0.0% 0.0%
Base Rate
Loans
Any change in the Applicable Facility Fee Rate or in the Applicable Margin
by reason of a change in the Moody's Rating or the Standard & Poor's Rating
shall become effective on the date of announcement or publication by the
respective Rating Agency of a change in such Rating or, in the absence of
such announcement or publication, on the effective date of such changed
rating.
"COMMITMENT TERMINATION DATE" shall mean the date five years
after the Amendment No. 1 Effective Date; PROVIDED that, if such date is
not a Business Day, the Commitment Termination Date shall be the next
preceding Business Day.
"CREDIT EXTENSION" shall mean the making of any Loan hereunder.
"MOODY'S" shall mean Moody's Investors Service, Inc. or any
successor thereto.
"MOODY'S RATING" shall mean, as of any date, the rating most
recently published by Moody's relating to the unsecured, long-term, senior
debt securities of the Company then outstanding.
"RATING" shall mean the Moody's Rating or the Standard & Poor's
Rating.
"RATING AGENCY" shall mean Moody's or Standard & Poor's.
"RATING GROUP I" shall mean the Moody's Rating is at or above Aa2
or the Standard & Poor's Rating is at or above AA; "RATING GROUP II" shall
mean (a) the Moody's Rating is at or above A3 or the Standard & Poor's
Rating is at or above A- and (b) Rating Group I is not in effect; "RATING
GROUP III" shall mean (a) the Moody's Rating is at or above Baa2 or the
Standard & Poor's Rating is at or above BBB and (b) neither Rating Group I
nor Rating Group II is in effect; "RATING GROUP IV" shall mean none of
Rating Group I, Rating Group II or Rating Group III is in effect; PROVIDED
that, (A) if the Moody's Rating and the Standard & Poor's Rating fall into
different Rating levels and one of such Ratings is no more than one Rating
level lower than the other of such Ratings, then the applicable Rating
Group shall be based upon the higher of such Ratings and (B) if the Moody's
Rating and the Standard & Poor's Rating fall into different Rating levels
and one of such Ratings is two or more Rating levels lower than the other
of such Ratings, then the applicable Rating Group shall be based upon a
hypothetical Rating that is one lower than the Rating level of the higher
of such Ratings.
"STANDARD & POOR'S" shall mean Standard & Poor's Ratings Group, a
division of McGraw-Hill, Inc., or any successor thereto.
"STANDARD AND POOR'S RATING" shall mean, as of any date, the
rating most recently published by Standard & Poor's relating to the
unsecured, long-term, senior debt securities of the Company then
outstanding.
B. Section 2.04 of the Five-Year Credit Agreement shall be
amended by adding a new paragraph (c) thereto reading as follows:
(c) No Designation Letter may be amended, supplemented or
otherwise modified without the approval of all of the Banks.
C. Section 2.06 of the Five-Year Credit Agreement shall be
amended to read in its entirety as follows:
2.06 FACILITY FEE. The Company shall pay to the Agent for
account of each Bank a facility fee on the daily average amount of such
Bank's Commitment (whether used or unused), for the period from and
including the Amendment No. 1 Effective Date to but not including the
earlier of the date such Commitment is terminated and the Commitment
Termination Date, at a rate per annum equal to the Applicable Facility Fee
Rate. Accrued facility fee shall be payable in arrears on each Quarterly
Date and on the earlier of the date the Commitments are terminated and the
Commitment Termination Date.
D. Clause (vi) of the second sentence of Section 8.06 of the
Five-Year Credit Agreement is hereby deleted.
Section 5. REPRESENTATIONS AND WARRANTIES. The Company
represents and warrants to the Banks and the Agent that:
(a) this Amendment No. 1 has been duly and validly authorized,
executed and delivered by the Company; the Company has been duly
authorized and empowered by each Approved Borrower to execute and
deliver this Amendment No. 1; and this Amendment No. 1, and the Five-
Year Credit Agreement as amended hereby, constitute the legal, valid
and binding obligation of the Company and each Approved Borrower,
enforceable against the Company and each Approved Borrower in
accordance with its terms, except as such enforceability may be
limited by (a) bankruptcy, insolvency, reorganization, moratorium or
similar laws of general applicability affecting the enforcement of
creditors' rights and (b) the application of general principles of
equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law); and
(b) on and as of the date hereof (after giving effect to the
transactions contemplated by Sections 2, 3 and 4 hereof), (i) no
Default has occurred and is continuing and (ii) the representations
and warranties made by the Company in Section 7, Part A of the Five-
Year Credit Agreement, and by each Approved Borrower in Section 7,
Part B of the Five-Year Credit Agreement, are true and correct on and
as of the date hereof with the same force and effect as if made on and
as of such date (or if any such representation or warranty is
expressly stated to have been made as of a specific date, as of such
specific date).
It shall be an Event of Default for all purposes of the Five-Year Credit
Agreement, as amended hereby, if any representation, warranty or
certification made by the Company in this Amendment No. 1, or in any
certificate or other writing furnished to any Bank or the Agent pursuant to
this Amendment No. 1, shall prove to have been false or misleading as of
the time made or furnished in any material respect.
Section 6. CONDITIONS PRECEDENT. The termination of the
Commitments of the Continuing Banks and the Non-continuing Banks under the
364-Day Credit Agreement set forth in Section 2 hereof and the amendments
to the Five-Year Credit Agreement set forth in Sections 3 and 4 hereof
shall become effective on the date (the "Effective Date") on which all of
the following conditions shall have been satisfied:
(a) AMENDMENT NO. 1. The Agent shall have received this
Amendment No. 1, duly executed and delivered by each of the parties hereto.
(b) FEES. The Agent shall have received in Dollars in
immediately available funds at an account in New York specified by the
Agent for account of the Continuing Banks and the Non-continuing Banks all
fees payable under each of the Credit Agreements accrued to but not
including the Effective Date.
(c) NON-CONTINUING BANKS. The Agent shall have received the
principal of and interest accrued to the Effective Date on all Money Market
Loans, if any, held by the Non-continuing Banks under each of the Credit
Agreements.
(d) NOTES. The Agent shall have received a Syndicated Note and
a Money Market Note for each New Bank duly executed by each Borrower, as
appropriate.
(e) AUTHORIZATION. The Agent shall have received certified
copies of the charter and by-laws (or equivalent documents) of the Company
and each of the Approved Borrowers (or, in the alternative, a certification
of the Company to the effect that none of such documents has been modified
since delivery thereof pursuant to Section 6.01 and Section 6.02 of the
Five-Year Credit Agreement) and of all corporate authority for the Company
(including without limitation, board of director resolutions and evidence
of the incumbency of officers for the Company) with respect to the
authorization, execution, delivery and performance of this Amendment No. 1
and the Five-Year Credit Agreement as amended hereby and each other
document to be delivered by the Company from time to time in connection
with the Five-Year Credit Agreement as amended hereby (and the Agent and
each Bank may conclusively rely on such certificate until it receives
notice in writing from the Company to the contrary).
(f) OTHER DOCUMENTS. The Agent shall have received such other
documents as the Agent or any Bank may reasonably request.
Section 7. OUTSTANDING LOANS. As of the Effective Date, all
Money Market Loans made by any Continuing Bank and outstanding on the
Effective Date under either of the Credit Agreements will be deemed to be
Money Market Loans of such Continuing Bank outstanding under the Five-Year
Credit Agreement.
Section 8. BASIC DOCUMENTS OTHERWISE UNCHANGED. Except as
herein provided, the Basic Documents shall remain unchanged and in full
force and effect, and each reference to the Five-Year Credit Agreement in
the Five-Year Credit Agreement and the Notes shall be a reference to the
Five-Year Credit Agreement as amended hereby and as the same may be further
amended, supplemented and otherwise modified from time to time.
Section 9. COUNTERPARTS. This Amendment No. 1 may be executed in
any number of counterparts, all of which taken together shall constitute
one and the same amendatory instrument, and any of the parties hereto may
execute this Amendment No. 1 by signing any such counterpart.
Section 10. BINDING EFFECT. This Amendment No. 1 shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
Section 11. GOVERNING LAW. This Amendment No. 1 shall be
governed by, and construed in accordance with, the law of the State of New
York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed and delivered as of the day and year first above
written.
NEWELL CO.
By /S/ C. R. DAVENPORT
Name: C. R. Davenport
Title: Vice President &
Treasurer
THE AGENT
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Agent
By /S/ CAROL A. ULMER
Name: Carol A. Ulmer
Title: Vice President
CONTINUING BANKS
COMMITMENT THE CHASE MANHATTAN BANK
$75,000,000 (NATIONAL ASSOCIATION)
By /S/ CAROL A. ULMER
Name: Carol A. Ulmer
Title: Vice President
COMMITMENT ROYAL BANK OF CANADA
$65,000,000
By /S/ PRESTON D. JONES
Name: Preston D. Jones
Title: Senior Manager
Corporate Banking
COMMITMENT BANK OF AMERICA ILLINOIS
$50,000,000
By /S/ M. H. CLAGGETT
Name: M. H. Claggett
Title: Vice President
COMMITMENT CIBC INC.
$50,000,000
By /S/ DAVID MCGOWAN
Name: David McGowan
Title: Director
COMMITMENT CREDIT LYONNAIS CAYMAN ISLAND
$30,000,000 BRANCH
By /S/ MICHEL BUYSSCHAERT
Name: Michel Buysschaert
Title: Authorized Signatory
COMMITMENT MORGAN GUARANTY TRUST COMPANY
$50,000,000 OF NEW YORK
By /S/ DOUGLAS A. CRUIKSHANK
Name: Douglas A. Cruikshank
Title: Vice President
COMMITMENT THE FIRST NATIONAL BANK OF CHICAGO
$55,000,000
By /S/ JUDITH L. CORNWELL
Name: Judith L. Cornwell
Title: Authorized Agent
COMMITMENT THE NORTHERN TRUST COMPANY
$50,000,000
By /S/ LISA M. TAYLOR
Name: Lisa M. Taylor
Title: Commercial Banking Officer
COMMITMENT PNC BANK, NATIONAL ASSOCIATION
$30,000,000
By /S/ RICHARD T. JANDER
Name: Richard T. Jander
Title: Assistant Vice President
COMMITMENT THE SANWA BANK, LIMITED
$30,000,000
By /S/ RICHARD H. AULT
Name: Richard J. Ault
Title: Vice President
COMMITMENT SOCIETE GENERALE
$30,000,000
By /S/ ERIC SIEBERT
Name: Eric Siebert
Title: Corporate Banking Manager
By /S/ SETH ASOFSKY
Name: Seth Asofsky
Title: Vice President
NEW BANKS
COMMITMENT BANCA NAZIONALE DEL LAVORO S.p.A.
$20,000,000 NEW YORK BRANCH
By /S/ GIULIANO VIOLETTA
Name: Giuliano Violetta
Title: First Vice President
By /S/ GIULIO GIOVINE
Name: Giulio Giovine
Title: Vice President
Lending Office for all Loans:
Banca Nazionale Del Lavoro S.p.A.
New York Branch
25 West 51st Street
New York, New York 10019
Address for Notices:
Banca Nazionale Del Lavoro S.p.A.
New York Branch
25 West 51st Street
New York, New York 10019
Attention: Giulio Giovine
Miguel Medida
Telecopier No.: 212-765-2978
Telephone No.: 212-581-0710
COMMITMENT BANQUE NATIONALE DE PARIS
$30,000,000 CHICAGO BRANCH
By /S/ ARNAUD COLLIN DU BOCAGE
Name: Arnaud Collin du Bocage
Title: Executive Vice President
& General Manager
By /S/ EDWARD MCGUIRE
Name: Edward McGuire
Title: Vice President
Lending Office for all Loans:
Banque Nationale De Paris
Chicago Branch
209 South LaSalle Street
Chicago, IL 60604
Address for Notices:
Banque Nationale De Paris
Chicago Branch
209 South LaSalle Street
Chicago, IL 60604
Attention: Chris Howatt
Telecopier No.: 312-977-1380
Telephone No.: 312-977-1383
COMMITMENT THE DAI-ICHI KANGYO BANK, LTD.,
$25,000,000 CHICAGO BRANCH
By /S/ TAKESHI HEMMI
Name: Takeshi Hemmi
Title: Vice President
Lending Office for all Loans:
The Dai-Ichi Kangyo Bank, Ltd.,
Chicago Branch
10 South Wacker Drive
26th Floor
Chicago, IL 60606
Address for Notices:
The Dai-Ichi Kangyo Bank, Ltd.,
Chicago Branch
10 South Wacker Drive
26th Floor
Chicago, IL 60606
Attention: John Sneed
Telecopier No.: 312-876-2011
Telephone No.: 312-715-6362
COMMITMENT MELLON BANK, N.A.
$30,000,000
By /S/ M. JAMES BARRY, III
Name: M. James Barry, III
Title: Vice President
Lending Office for all Loans:
Mellon Bank N.A.
3 Mellon Bank Center
Pittsburgh, PA 15259
Address for Notices:
Mellon Bank
55 West Monroe
Suite 2600
Chicago, IL 60603
Attention: James Barry
Telecopier No.: 312-357-3414
Telephone No.: 312-357-3407
COMMITMENT THE SAKURA BANK, LIMITED
$30,000,000
By /S/ SHUNJI SAKURAI
Name: Shunji Sakurai
Title: Joint General Manager
By __________________________
Name:
Title:
Lending Office for all Loans:
The Sakura Bank Ltd.
227 West Monroe Street
Chicago, IL 60606
Address for Notices:
The Sakura Bank Ltd.
227 West Monroe Street
Chicago, IL 60606
Attention: Richard Wilson
Telecopier No.: 312-332-5345
Telephone No.: 312-580-3270
COMMITMENT THE SUMITOMO BANK, LIMITED
$25,000,000
By /S/ HIROYUKI IWAMI
Name: Hiroyuki Iwami
Title: Joint General Manager
Lending Office for all Loans:
The Sumitomo Bank, Limited
233 South Wacker Drive
Suite 4800
Chicago, IL 60606-6448
Address for Notices:
The Sumitomo Bank, Limited
233 South Wacker Drive
Suite 4800
Chicago, IL 60606-6448
Attention: Chuck Gitles
Telecopier No.: 312-876-6436
Telephone No.: 312-876-6445
COMMITMENT COMMERZBANK AKTIENGESELLSCHAFT,
$25,000,000 CHICAGO BRANCH
By /S/ DR. HELMUT R. TOLLNER
Name: Dr. Helmut R. Tollner
Title: Executive Vice President
By /S/ SCOTT MCINTOSH
Name: Scott McIntosh
Title: Assistant Cashier
Lending Office for all Loans:
Commerzbank Aktiengesellschaft,
Chicago Branch
311 S. Wacker Drive
Chicago, Illinois 60606
Address for Notices:
Commerzbank Aktiengesellschaft,
Chicago Branch
311 S. Wacker Drive
Chicago, Illinois 60606
Attention: Mark Monson
Scott McIntosh
Telecopier No.: 312-435-1486
Telephone No.: 312-408-6910
COMMITMENT THE FUJI BANK, LIMITED
$25,000,000
By /S/ PETER L. CHINNICI
Name: Peter L. Chinnici
Title: Joint General Manager
Lending Office for all Loans:
The Fuji Bank, Limited,
Chicago Branch
225 West Wacker Drive
Suite 2000
Chicago, Illinois 60606
Address for Notices:
The Fuji Bank, Limited,
Chicago Branch
225 West Wacker Drive
Suite 2000
Chicago, Illinois 60606
Attention: Stephen Peca
Telecopier No.: 312-621-0539
Telephone No.: 312-621-9484
COMMITMENT ISTITUTO BANCARIO SAN PAOLO
$25,000,000 DI TORINO SPA
By /S/ WILLIAM DEANGELO
Name: William DeAngelo
Title: First Vice President
By /S/ ETTORE VIAZZO
Name: Ettore Viazzo
Title: Vice President
Lending Office for all Loans:
Istituto Bancario San Paolo
Di Torino SPA
245 Park Avenue
New York, New York 10167
Address for Notices:
Istituto Bancario San Paolo
Di Torino SPA
245 Park Avenue
New York, New York 10167
Attention: David Scarselli
Telecopier No.: 212-599-5303
Telephone No.: 212-692-3172
The following bank acknowledges that, effective as of the Effective Date,
its Commitments under the Credit Agreements are terminated.
NON-CONTINUING BANK
NATIONSBANK, N.A. (CAROLINAS)
By /S/ CARTER E. SMITH
Name: Carter E. Smith
Title: Vice President
5
