View:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 12, 1997
-----------------
NEWELL CO.
- ----------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 1-9608 36-3514169
- ----------------------------------------------------------------------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
29 East Stephenson Street, Freeport, Illinois 61032
- ----------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (815) 235-4171
---------------
2
ITEM 5. OTHER EVENTS.
Newell Co. ("Newell") issued a news release dated December
12, 1997 announcing the completion of a private placement of
$500,000,000 of convertible preferred securities of a subsidiary
trust. A copy of the news release is attached as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) Exhibits.
(99) News Release dated December 12, 1997.
ITEM 9. SALE OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On December 12, 1997, Newell completed a private placement of
$500,000,000 of 5 1/4% Convertible Quarterly Income Preferred
Securities of a subsidiary trust with a liquidation preference of $50
per security (the "Preferred Securities"). Newell's subsidiary trust
sold the Preferred Securities to the Initial Purchasers in reliance on
Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"). The Initial Purchasers of the Preferred Securities
were Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Robert
W. Baird & Co. Incorporated, Bear, Stearns & Co. Inc., and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, which received an
aggregate discount of $12.50 million. The Initial Purchasers sold
$496,450,000 liquidation preference of the Preferred Securities in the
United States to qualified institutional buyers in reliance on Rule
144A under the Securities Act. The Initial Purchasers or their
international affiliates also sold $3,550,000 liquidation preference
of the Preferred Securities outside the United States in reliance on
Regulation S under the Securities Act. Each Preferred Security is
convertible at any time in a prescribed manner at the option of the
holder into shares of common stock, par value $1.00 per share, of
Newell ("Newell Common Stock") at the rate of 0.9865 shares of Newell
Common Stock for each Preferred Security (equivalent to an approximate
conversion price of $50.685 per share of Newell Common Stock), subject
to adjustment under certain circumstances.
3
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 hereunto duly authorized.
NEWELL CO.
(Registrant)
/s/ William T. Alldredge
Date: December 18, 1997 By: --------------------------
William T. Alldredge
Vice President -- Finance
4
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
99 News Release dated December 12, 1997
EXHIBIT 99
NEWS RELEASE
--------------
NEWELL CO. COMPLETES $500 MILLION PRIVATE
PLACEMENT OF CONVERTIBLE PREFERRED SECURITIES
FREEPORT, IL, December 12, 1997 -- Newell Co. today reported that
it has completed a private placement of $500,000,000 of convertible
quarterly income preferred securities of a subsidiary trust. The sole
asset of the trust will be Newell Co. convertible subordinated
debentures due 2027. The preferred securities will be (i) entitled to
cash distributions at an annual rate of 5-1/4% of the $50 liquidation
preference, (ii) convertible into Common Stock of Newell Co. at the
rate of .9865 shares of Common Stock for each preferred security
(equivalent to an approximate conversion price of $50.685 per share of
Common Stock), and (iii) subject to a limited guarantee by Newell Co.
The Company has applied the proceeds of the placement to the repayment
of borrowings under its commercial paper program.
The securities were placed pursuant to Rule 144A and Regulation S
under the Securities Act of 1933. The securities placed have not been
registered under the Securities Act of 1933 and may not be offered or
sold in the United States absent registration or an applicable
exemption from registration requirements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities, nor shall there
be any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state.
Newell is a multi-national manufacturer and marketer of high-
volume staple consumer products which are sold through a variety of
retail and wholesale distribution channels. Product categories
include hardware & home furnishings, office products, and housewares.