As filed with the Securities and Exchange Commission on
October 23, 1997
Registration No. 333-
======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
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
29 EAST STEPHENSON STREET
FREEPORT, ILLINOIS 61032
(Address of principal executive offices, including zip code)
THE NEWELL LONG-TERM SAVINGS AND INVESTMENT PLAN
(Full title of the plan)
DALE L. MATSCHULLAT
VICE PRESIDENT-GENERAL COUNSEL
NEWELL CO.
Newell Center
29 East Stephenson Street
Freeport, Illinois 61032
(Name and address of agent for service)
(815) 235-4171
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
LAURALYN G. BENGEL
SCHIFF HARDIN & WAITE
7200 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5670
--------------------------------
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of Securities Amount to be offering price aggregate Amount of
to be Registered registered per share offering price registration fee
------------------- ------------ ---------------- ---------------- ----------------
Common Stock, par value $1.00
per share (including Preferred
Stock Purchase Rights) 750,000(1) $39.9375(1) $29,953,125(1) $9,077(1)
Interests in the Plan (2) (2) (2) (2)
(1) Based upon the number of shares that would be purchased by the
trustee of the trust established in connection with the Newell
Long-Term Savings and Investment Plan during the three to five-
year period beginning with the effective date of this
Registration Statement, if the estimated aggregate employee and
employer contributions during such period were invested in such
Common Stock at $39.9375 per share, the average of the high and
low sales prices reported on the New York Stock Exchange on
October 17, 1997. (See Rules 457(c) and 457(h) of the Securities
Act of 1933.)
(2) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan
described herein for which no separate fee is required.
GENERAL INSTRUCTIONS
--------------------
E. REGISTRATION OF ADDITIONAL SECURITIES.
The contents of the registration statement on Form S-8 (File No.
33-25196) filed by the registrant with the Securities and Exchange
Commission on October 31, 1988 registering its Common Stock, $1.00 par
value per share, issuable pursuant to The Newell Long-Term Savings and
Investment Plan, and the contents of Amendment No. 1 thereto, filed by
the registrant with the Securities and Exchange Commission on November
18, 1988, registering the Preferred Stock Purchase Rights attached to
the aforementioned Common Stock, are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
All information required in this registration statement not
included in the exhibits attached hereto or set forth on the signature
page is set forth in the registration statement, and post effective
Amendment No. 1 thereto, of the registrant on Form S-8 (File No. 33-
25196) both of which are incorporated herein by reference.
ITEM 8. EXHIBITS.
The Exhibits filed herewith are set forth on the exhibit index
filed as part of this registration statement on page 5 hereof.
1
SIGNATURES
----------
THE REGISTRANT. Pursuant to the requirements of the Securities
Act of 1933, Newell Co. hereby certifies that it has reasonable
grounds to believe that it meets all the requirements for filing on
Form S-8 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 the 28th day of September,
1997.
NEWELL CO.
By: /s/ William T. Alldredge
-------------------------------
William T. Alldredge
Vice President - Finance
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ William P. Sovey Vice Chairman and Chief September 28, 1997
--------------------------------- Executive Officer (Principal
William P. Sovey Executive Officer) and Director
/s/ William T. Alldredge Vice President - Finance September 28, 1997
--------------------------------- (Principal Financial Officer)
William T. Alldredge
/s/ Thomas A. Ferguson, Jr. President and Chief September 28, 1997
--------------------------------- Operating Officer and Director
Thomas A. Ferguson, Jr.
/s/ Donald L. Krause Senior Vice President - Controller September 28, 1997
---------------------------------
Donald L. Krause
/s/ Daniel C. Ferguson Chairman of the Board September 28, 1997
---------------------------------- of Directors
Daniel C. Ferguson
2
/s/ Alton F. Doody Director September 28, 1997
----------------------------------
Alton F. Doody
/s/ Gary H. Driggs Director September 28, 1997
----------------------------------
Gary H. Driggs
/s/ Robert L. Katz Director September 28, 1997
----------------------------------
Robert L. Katz
/s/ John J. McDonough Director September 28, 1997
----------------------------------
John J. McDonough
/s/ Elizabeth Cuthbert Millet Director September 28, 1997
----------------------------------
Elizabeth Cuthbert Millet
/s/ Cynthia A. Montgomery Director September 3, 1997
----------------------------------
Cynthia A. Montgomery
/s/ Allan P. Newell Director September 28, 1997
----------------------------------
Allan P. Newell
/s/ Henry B. Pearsall Director September 28, 1997
----------------------------------
Henry B. Pearsall
3
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the Plan Sponsor has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Freeport, State of Illinois, on October 15, 1997.
THE NEWELL LONG-TERM SAVINGS
AND INVESTMENT PLAN
By: Newell Pension Committee
By: /s/ C.R. Davenport
-----------------------------
C. R. Davenport, Member
By: /s/ Ronn L. Claussen
-----------------------------
Ronn L. Claussen, Member
4
INDEX TO EXHIBITS
-----------------
EXHIBIT
NUMBER EXHIBIT
------- -------
23 Consent of Arthur Andersen LLP
5
EXHIBIT 23
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 27, 1997 included in Newell Co. s Form 10-K for
the year ended December 31, 1996 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLC
-----------------------------
ARTHUR ANDERSEN LLC
Milwaukee, WI
October 17, 1997
