1 PROSPECTUS SUPPLEMENT PURSUANT TO RULE 424(b)(3) (TO THE PROSPECTUS DATED MAY 14, 1998) REGISTRATION NO. 333-47261 10,000,000 PREFERRED SECURITIES NEWELL LOGO NEWELL FINANCIAL TRUST I 5 1/4% CONVERTIBLE QUARTERLY INCOME PREFERRED SECURITIES (CONVERTIBLE QUIPS(SM)* SECURITIES) (LIQUIDATION PREFERENCE $50 PER PREFERRED SECURITY) GUARANTEED TO THE EXTENT SET FORTH IN THE PROSPECTUS REFERENCED HEREIN BY, AND CONVERTIBLE INTO COMMON STOCK OF, NEWELL CO. ------------------------ This Prospectus Supplement supplements and amends the Prospectus dated May 14, 1998 (the "Prospectus") relating to (i) the 5 1/4% Convertible Quarterly Income Preferred Securities (the "Preferred Securities"), which represent preferred undivided beneficial ownership interests in the assets of Newell Financial Trust I, a statutory business trust formed under the laws of the State of Delaware, and (ii) the shares of common stock of Newell Co., a Delaware corporation (the "Company"), $1.00 par value per share (the "Company Common Stock"), issuable upon conversion of the Preferred Securities. The paragraph beginning on page 55 of the Prospectus that immediately precedes the table on pages 56 through 60 of the Prospectus is hereby amended to read in its entirety as follows: The following table (the "Selling Holder Table") shows the names of the Selling Holders, the number of Preferred Securities owned by each of them (according to information provided by such Selling Holders), which (except as noted) is also the number of Preferred Securities that may be offered by each of them pursuant to this Prospectus (as supplemented and amended), and the number of shares of Company Common Stock issuable upon conversion of Preferred Securities that may be offered by each of them pursuant to this Prospectus (as supplemented and amended). Assuming all of the Preferred Securities offered hereby are sold, then, except as otherwise noted, no Preferred Securities would be owned by any of the Selling Holders after completion of the offering pursuant to this Prospectus (as supplemented and amended). The Selling Holder Table is hereby amended so that the following line items read as follows: The Prospectus, together with this Prospectus Supplement, constitutes the prospectus required to be delivered by Section 5(b) of the Securities Act of 1933, as amended, with respect to offers and sales of the Preferred Securities and the Company Common Stock issuable upon conversion of the Preferred Securities. All references in the Prospectus to "this Prospectus" are hereby amended to read "this Prospectus (as supplemented and amended)". SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE OFFERED SECURITIES. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ - --------------------- * QUIPS is a servicemark of Goldman, Sachs & Co. ------------------------ The date of this Prospectus Supplement is June 5, 1998.
SHARES OF COMPANY NUMBER OF COMMON STOCK PREFERRED SECURITIES ISSUABLE UPON OWNED AND CONVERSION OF NAME OF SELLING HOLDER OFFERED HEREBY PREFERRED SECURITIES ---------------------- -------------------- -------------------- 50. Goldman, Sachs & Co......................................... 30,000 29,595 91. Merrill Lynch Pierce Fenner & Smith Inc..................... 62,013 61,175 103. Michigan Mutual Ins. Co..................................... 40,000 39,460 158. TQA Vantage Fund, Ltd....................................... 50,000 49,325 Total....................................................... 8,276,416 8,164,883 Additionally, the following new line items are hereby added to the Selling Holder Table: 176. Amerisure Companies/Michigan Mutual Insurance Company....... 8,000 7,892 177. Associated Electric & Gas Insurance Services Limited........ 13,000 12,824 178. General Motors Employees Domestic Group Benefit Trust....... 25,000 24,662 179. Lipper Convertibles, L.P.................................... 305,000 300,882 180. Smith Barney, Inc........................................... 25,000 24,662