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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) March 11, 1999
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NEWELL CO.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-9608 36-3514169
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
29 East Stephenson Street, Freeport, Illinois 61032
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 815) 235-4171
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ITEM 5. OTHER EVENTS.
At a special meeting of the stockholders of Newell Co. ("Newell")
held on March 11, 1999, Newell's stockholders approved two proposals
relating to Newell's previously announced proposed acquisition of
Rubbermaid Incorporated ("Rubbermaid") through the merger of a wholly
owned subsidiary of Newell with and into Rubbermaid (the "Merger").
The first proposal approved was the authorization of the issuance to
Rubbermaid stockholders of 0.7883 of a share of Newell's common stock
for each share of Rubbermaid common stock held by those stockholders
at the time of the Merger. The second proposal approved was the
amendment of Newell's Restated Certificate of Incorporation, as
amended, to change Newell's name at the time of the Merger to "Newell
Rubbermaid Inc." Newell expects to complete the Merger within the
next two weeks.
The text of the joint press release of Newell and Rubbermaid
issued on March 11, 1999 relating to the stockholders' approval of the
proposals relating to the Merger is filed herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
99.1 Text of joint press release of Newell and Rubbermaid
issued March 11, 1999.
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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)
Date: March 11, 1999 By: /s/ Dale L. Matschullat
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Dale L. Matschullat
Vice President -- General
Counsel
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EXHIBIT INDEX
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Exhibit
No. Description
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99.1 Text of joint press release of Newell and Rubbermaid
issued March 11, 1999.
EXHIBIT 99.1
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[Newell logo] News Release
Freeport, Illinois
SECURITIES LISTED NYSE/CSE
Common Stock (Symbol-NWL)
STOCKHOLDERS APPROVE NEWELL RUBBERMAID MERGER
FREEPORT, IL and WOOSTER, OH March 11, 1999 - Newell Co. (NYSE,
CSE: NWL) and Rubbermaid Incorporated (NYSE: RBD) announced today that
at separate stockholders' meetings held today, their stockholders
approved the previously announced merger of Newell and Rubbermaid
through a tax-free exchange of shares. At the time of the merger,
Rubbermaid shareholders will receive 0.7883 of a share of Newell
common stock for each share of Rubbermaid common stock they own. The
companies expect to complete the merger within the next two weeks.
The combined company will be called Newell Rubbermaid Inc. and will
join the exceptional financial performance and superior customer
service of Newell with the powerful brand franchises and new product
development focus of Rubbermaid.
Based in Freeport, Illinois, Newell Co. is a multi-national
manufacturer and marketer of high-volume staple consumer products
with 1998 sales of $3.7 billion and approximately 32,000 employees.
Their products are sold through a variety of retail and wholesale
distribution channels. Business segments include hardware and home
furnishings, including Amerock cabinet hardware, Bulldog(R) home
hardware, EZ Paintr(R) paint applicators, BernzOmatic(R) torches,
Kirsch(R), Levolor(R) and Newell(R) window treatments, Intercraft(R),
Decorel(R) and Holson Burnes(R) picture frames and LeeRowan(R) home
storage, office products such as Sanford(R), Berol(R), Eberhard
Faber(R) and Rotring(R) writing instruments and Eldon(R) and
Rolodex(R) office storage and organization products, and housewares,
including Mirro(R), WearEver(R), PanexTM and Calphalon(R) cookware,
Anchor Hocking(R) glassware and Goody(R) hair accessories.
Rubbermaid Incorporated, headquartered in Wooster, Ohio, is a
multi-national, leading-brand manufacturer and marketer of
high-quality, innovative products, including Rubbermaid(R) consumer
and commercial products, Little Tikes(R) traditional toys and
commercial play systems, and Graco(R) and Century(R) infant
furnishings. The company employs approximately 12,000 people
around the world.
The statements contained in this press release that are not
historical in nature are forward-looking statements. Forward-looking
statements are not guarantees since there are inherent difficulties in
predicting future results, and actual results could differ materially
from those expressed or implied in the forward-looking statements.
These factors include, without limitation, those disclosed in Newell's
and Rubbermaid's Form 10-K filings with the Securities and Exchange
Commission and in Newell's S-4 Registration Statement filed with the
Securities and Exchange Commission relating to the merger.
At Newell
Ross A. Porter, Jr.
Vice President - Investor Relations
6833 Stalter Drive
Suite 101
Rockford, IL 61108
(815) 381-8150
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