As filed with the Securities and Exchange Commission on March 29, 1999.
REGISTRATION NO. 333-74929
======================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 1
TO
FORM S-3
Registration Statement
under
The Securities Act of 1933
-------------------------
NEWELL RUBBERMAID INC.
(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.)
29 East Stephenson Street
Freeport, Illinois 61032
(Address of principal executive offices, including zip code)
Dale L. Matschullat
Vice President-General Counsel
6833 Stalter Drive, Suite 101
Rockford, Illinois 61108
(Name and address of agent for service)
(815) 381-8110
(Telephone number, including area code, of agent for service)
With a copy to:
Frederick L. Hartmann
Lauralyn G. Bengel
Schiff Hardin & Waite
7200 Sears Tower
Chicago, Illinois 60606
(312) 258-5500
--------------------------
Approximate Date of Commencement of Proposed Sale to the Public:
From time to time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement will thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
this Registration Statement shall become effective on such date as the
Commission acting pursuant to said Section 8(a) may determine.
EXPLANATORY NOTE
On March 24, 1999, by virtue of a merger of Rooster Company, a
wholly owned subsidiary of Newell Co., with and into Rubbermaid
Incorporated, (i) each outstanding share of common stock of Rubbermaid
was converted into .7883 shares of Common Stock of Newell Co., and
(ii) Newell Co. changed its name to Newell Rubbermaid Inc.
Newell Rubbermaid Inc. (formerly known as Newell Co.) hereby
amends the Registration Statement on Form S-3 (File No. 333-74929)
filed on March 24, 1999 by filing this Amendment No. 1 to reflect the
change in the corproate name to Newell Rubbermaid Inc.
SUBJECT TO COMPLETION - DATED MARCH 29, 1999
PROSPECTUS
NEWELL RUBBERMAID INC.
80,000 Shares
Common Stock, $1.00 Par Value
RUBBERMAID RETIREMENT PLAN
FOR COLLECTIVELY BARGAINED EMPLOYEES
This Prospectus relates to shares of common stock of Newell
Rubbermaid Inc. ("Newell") which may be offered and sold under the
Rubbermaid Retirement Plan.
Our common stock is traded on the New York Stock Exchange and the
Chicago Stock Exchange under the symbol "NWL." On March 19, 1999, the
closing sale price of the common stock on the New York Stock Exchange
was $47.25 per share.
The mailing address and telephone number of Newell's principal
executive offices are: 29 East Stephenson Street, Freeport, Illinois
61032; telephone: (815) 235-4171.
This Prospectus should be retained for future reference.
--------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
--------------------
The date of this Prospectus is March ___, 1999
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
You should rely only on the information provided or incorporated by
reference in this Prospectus. The information in this Prospectus is
accurate as of the dates on these documents, and you should not assume
that it is accurate as of any other date.
TABLE OF CONTENTS
PAGE
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . 5
NEWELL RUBBERMAID INC. . . . . . . . . . . . . . . . . . . . . . . . 5
RUBBERMAID RETIREMENT PLAN FOR COLLECTIVELY BARGAINED ASSOCIATES . . 8
WHERE WILL MY RETIREMENT INCOME COME FROM? . . . . . . . . . . . 8
WHEN DO I BECOME A PARTICIPANT? . . . . . . . . . . . . . . . . 8
NEW HIRES . . . . . . . . . . . . . . . . . . . . . . . . . 8
TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . . 8
CONTINUATION OF PARTICIPATION . . . . . . . . . . . . . . . 8
ESTABLISHMENT OF ACCOUNT . . . . . . . . . . . . . . . . . 8
WHAT IS COVERED EMPLOYMENT? . . . . . . . . . . . . . . . . . . 9
WHO IS THE RECORDKEEPER UNDER THE PLAN? . . . . . . . . . . . . . 9
WHEN MAY I START MAKING DEFERRAL CONTRIBUTIONS TO THE PLAN? . . 9
HOW DO I MAKE DEFERRAL CONTRIBUTIONS TO THE PLAN? . . . . . . . 9
WHAT ARE THE TAX CONSEQUENCES OF MY ELECTION TO MAKE DEFERRAL
CONTRIBUTIONS TO THE PLAN? . . . . . . . . . . . . . . . . . 10
WHEN DO I BECOME ELIGIBLE TO SHARE IN THE ANNUAL EMPLOYER
CONTRIBUTION? . . . . . . . . . . . . . . . . . . . . . . . 10
HOW MUCH DOES THE EMPLOYER CONTRIBUTE TO THE PLAN? . . . . . . . 10
WHAT IS A YEAR OF SERVICE? . . . . . . . . . . . . . . . . . . . 10
WHAT IS AN HOUR OF SERVICE? . . . . . . . . . . . . . . . . . . 11
MAY ASSOCIATES MAKE VOLUNTARY CONTRIBUTIONS TO THE PLAN? . . . . 11
HOW WILL MY MONEY BE INVESTED? . . . . . . . . . . . . . . . . . 11
WHEN MAY I RECEIVE DISTRIBUTION OF AMOUNTS HELD IN MY ACCOUNT
UNDER THE PLAN? . . . . . . . . . . . . . . . . . . . . . . 12
WHEN DO I BECOME ELIGIBLE TO RETIRE? . . . . . . . . . . . . . . 12
WHAT HAPPENS IF I BECOME DISABLED WHILE EMPLOYED BY MY EMPLOYER? 13
WHAT HAPPENS IF I DIE WHILE EMPLOYED BY RUBBERMAID OR A
SUBSIDIARY OR DIVISION OF RUBBERMAID? . . . . . . . . . . . 13
2
WHAT HAPPENS IF MY EMPLOYMENT TERMINATES FOR ANY REASON OTHER
THAN DEATH OR DISABILITY? . . . . . . . . . . . . . . . . . 14
HOW DO I DETERMINE THE VESTED PART OF MY ACCOUNT? . . . . . . . . 14
WHAT IS A BREAK IN SERVICE? . . . . . . . . . . . . . . . . . . 15
WHAT HAPPENS TO THE PART OF MY ACCOUNT THAT IS NOT VESTED IF MY
EMPLOYMENT TERMINATES? . . . . . . . . . . . . . . . . . . . 15
WHAT IF I AM REHIRED? . . . . . . . . . . . . . . . . . . . . . . 15
RESTORING PAST YEARS OF SERVICE . . . . . . . . . . . . . . 15
RE-CREDITING FORFEITED AMOUNTS . . . . . . . . . . . . . . 16
HOW ARE BENEFITS DISTRIBUTED? . . . . . . . . . . . . . . . . . . 16
WHAT FORMS OF PAYMENT ARE AVAILABLE TO ME? . . . . . . . . . . . 16
WHAT FORMS OF PAYMENT ARE AVAILABLE TO MY BENEFICIARY? . . . . . 17
WHO IS MY BENEFICIARY UNDER THE PLAN? . . . . . . . . . . . . . . 17
HOW DO I APPLY FOR BENEFITS? . . . . . . . . . . . . . . . . . . 18
ARE TAXES REQUIRED TO BE WITHHELD FROM MY DISTRIBUTION? . . . . . 18
WHAT OTHER TAX RULES APPLY TO MY DISTRIBUTION? . . . . . . . . . 18
IS MY ACCOUNT SUBJECT TO CLAIMS OF CREDITORS? . . . . . . . . . . 19
ARE BENEFITS INSURED BY THE PBGC? . . . . . . . . . . . . . . . . 20
CAN I BORROW FROM THE PLAN? . . . . . . . . . . . . . . . . . . . 20
CAN I WITHDRAW MY ASSOCIATE VOLUNTARY CONTRIBUTIONS TO THE PLAN? 20
CAN THE PLAN BE TERMINATED? . . . . . . . . . . . . . . . . . . . 20
CAN I GET MORE INFORMATION ABOUT THE PLAN? . . . . . . . . . . . 20
WHO PAYS PLAN EXPENSES? . . . . . . . . . . . . . . . . . . . . . 21
HOW ARE PLAN EXPENSES PAID? . . . . . . . . . . . . . . . . . . . 21
WHAT LAWS GOVERN THE PLAN? . . . . . . . . . . . . . . . . . . . 22
WHAT ARE MY ERISA PROTECTED RIGHTS? . . . . . . . . . . . . . . . 22
HOW DO I APPEAL A DENIAL OF MY CLAIM FOR BENEFITS? . . . . . . . 23
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . 24
PLAN ADMINISTRATOR: . . . . . . . . . . . . . . . . . 24
AGENT FOR SERVICE: . . . . . . . . . . . . . . . . . 24
SPONSOR: . . . . . . . . . . . . . . . . . . . . . . 24
EMPLOYER ID NUMBER: . . . . . . . . . . . . . . . . . . . . 24
3
PLAN NUMBER: . . . . . . . . . . . . . . . . . . . . . . . . 24
PLAN YEAR: . . . . . . . . . . . . . . . . . . . . . . 24
RECORDKEEPER: . . . . . . . . . . . . . . . . . . . . 24
TRUSTEE: . . . . . . . . . . . . . . . . . . . . . . . . . . 24
APPENDIX A RUBBERMAID UNITIZED STOCK FUND . . . . . . . . . . 25
FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
APPENDIX B SUMMARY OF FINANCIAL DATA FOR INVESTMENT FUNDS
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
CHOOSING INVESTMENT FUNDS . . . . . . . . . . . . . . . . . 27
RATES OF RETURN . . . . . . . . . . . . . . . . . . . . . . 30
APPENDIX C STABLE VALUE FUND . . . . . . . . . . . . . . . . . 31
INVESTMENT OBJECTIVE . . . . . . . . . . . . . . . . . . . 31
FUND DESCRIPTION . . . . . . . . . . . . . . . . . . . . . . 31
PORTFOLIO QUALITY BY S&P RATINGS . . . . . . . . . . . . . 32
PERFORMANCE DATA: . . . . . . . . . . . . . . . . . . . . . 33
INVESTOR TYPE . . . . . . . . . . . . . . . . . . . . . . . 33
FUND MANAGER . . . . . . . . . . . . . . . . . . . . . . . 33
FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
LIMITATION OF LIABILITY . . . . . . . . . . . . . . . . . . . . . . 35
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . 35
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . 35
DESCRIPTION OF COMMON SHARES . . . . . . . . . . . . . . . . . . . . 35
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy any document
we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-
SEC-0330 for further information on the public reference rooms. Our
SEC filings are also available to the public at the SEC's web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this
prospectus the information we file with it, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to
be part of this prospectus, and later information that we file with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future
filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until our offering is completed:
1. Annual Report on Form 10-K for the year ended December 31, 1998;
2. Current Report on Form 8-K filed with the SEC on March 11, 1999;
3. Current Report on Form 8-K filed with the SEC on March 25, 1999;
4. The description of our common stock contained in Newell's
Registration Statement on Form 8-B filed with the Securities and
Exchange Commission on June 30, 1987; and
5. The description of Newell's Rights contained in our Registration
Statement on Form 8-A12B dated August 28, 1998.
You may request a copy of these filings at no cost, by writing to
or telephoning us at the following address:
Newell Rubbermaid Inc.
6833 Stalter Drive
Suite 101
Rockford, Illinois 61108
Tel: 1-800-424-1941
Attn: Office of Investor Relations
You should rely only on the information incorporated by reference
or provided in this prospectus. We have not authorized anyone else to
provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus is accurate
as of any date other than the date on the front of the document.
NEWELL RUBBERMAID INC.
Newell Rubbermaid Inc. ("Newell") is a manufacturer and full-service
marketer of staple consumer products sold to high-volume purchasers,
including home centers and hardware stores, office superstores and
contract stationers, discount stores and warehouse clubs, department
5
and specialty stores, and drug and grocery stores. Newell's basic
business strategy is to merchandise a multi-product offering of
brand name consumer products, which are concentrated in product
categories with relatively steady demand not dependent on changes
in fashion, technology or season, and to differentiate itself by
emphasizing superior customer service. Newell's multi-product
offering consists of staple consumer products in three major
product groups: Hardware and Home Furnishings, Office Products,
and Housewares.
Newell believes that its primary competitive strengths are
superior customer service, innovative marketing and merchandising
programs, a broad multi-product offering, market leadership in
virtually all product categories, decentralized manufacturing and
marketing, centralized administration, and experienced management.
Newell uses industry leading technology which contributes to its
consistent on time delivery of products to its customers.
Newell's principal corporate offices are located at the Newell
Center, 29 East Stephenson Street, Freeport, Illinois 61032, and its
telephone number at these offices is 1-815-235-4171.
On March 24, 1999, Rubbermaid Incorporated was merged with
Newell and Newell's name was changed to Newell Rubbermaid Inc.
Rubbermaid and its subsidiaries manufacture, market, sell and
distribute products for resale in the consumer, commercial,
industrial, institutional, specialty, agricultural and contract
markets. The items produced and marketed by Rubbermaid are principally
in the home, juvenile, infant and commercial products categories, and
include such product lines as: housewares, hardware, storage and
organizational products, seasonal items, leisure and recreational
products, infant furnishings, children's toys and products, commercial
and industrial maintenance products, home health care products,
sanitary maintenance items, and food service products. Rubbermaid's
broad range of products are sold and distributed through its own
sales personnel and manufacturers' agents to a variety of retailers
and wholesalers, including discount stores and warehouse clubs, toy
stores, home centers and hardware stores, supermarkets, catalog
showrooms and distributors serving institutional markets.
Rubbermaid's basic strategy is to market branded, high-quality
products that offer high value to customers and consumers. Value is
that best combination of quality, service, timeliness, innovation and
price as perceived by the user.
In connection with this corporate merger, each share of Rubbermaid
Common Stock held under the Rubbermaid Retirement Plan for Collectively
Bargained Associates as of the merger date has been converted into .7883
shares of Newell Rubbermaid Common Stock. The portion of a Plan account
that has been converted into Newell Rubbermaid Common Stock will
continue to be subject to a participant's current investment direction,
unless and until the participant changes his investment direction in
accordance with applicable Plan procedures. All other Plan provisions
and procedures remain unchanged.
6
PROSPECTUS for the
RUBBERMAID UNITIZED STOCK FUND
AND STABLE VALUE FUND
and
SUMMARY PLAN DESCRIPTION
for
RUBBERMAID
RETIREMENT PLAN
for
COLLECTIVELY-BARGAINED
ASSOCIATES
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933.
[RUBBERMAID LOGO]
7
DESCRIPTION OF THE RUBBERMAID RETIREMENT PLAN
FOR COLLECTIVELY BARGAINED EMPLOYEES
HIGHLIGHTS OF THE RUBBERMAID RETIREMENT PLAN
FOR COLLECTIVELY-BARGAINED ASSOCIATES
This summary contains an explanation of a very valuable benefit: the
Rubbermaid Retirement Plan for Collectively-Bargained Associates (the
"Plan"). This summary plan description describes the plan as in
effect on January 1, 1997 except as otherwise noted. The Plan is
maintained pursuant to a collective bargaining agreement between
Rubbermaid Incorporated and the United Steelworkers of America,
Rubber/Plastic Industry Conference, Local No. 302L.
SOME OF THE KEY FEATURES OF THE PLAN ARE:
* 401(k) FEATURE:
You can make a "salary deferral" contribution of up to 100
percent of your quarterly payout to your retirement savings.
Your "salary deferral" contributions and earnings on them are
tax-deferred. That means you pay no Federal, and in most cases,
no state income taxes on your savings until you take them out of
the Plan.
* ANNUAL EMPLOYER CONTRIBUTION:
Rubbermaid makes an annual contribution to the Plan that is
shared among eligible associates based on their compensation.
In order to receive a share of the employer contribution, you
must be a participant in covered employment on the last day of the
calendar year and have worked or been credited with 1,000 or more
hours of service during the calendar year. (Special rules apply in
cases of death, total and permanent disability, an approved leave of
absence or military service.)
* Investment Control:
You control the investment among the available funds of all
amounts held in your account under the Plan.
The Rubbermaid Retirement Plan for Collectively-Bargained Associates
is an important benefit. Please make sure you discuss it with your
family.
8
RUBBERMAID RETIREMENT PLAN FOR
COLLECTIVELY-BARGAINED ASSOCIATES
SUMMARY PLAN DESCRIPTION
WHERE WILL MY RETIREMENT INCOME COME FROM?
Retirement planning is a shared responsibility between you, your
employer, and the government. The government provides Social Security
benefits. Your employer contributes to Social Security and the
Rubbermaid Retirement Plan for Collectively-Bargained Associates on
your behalf. You can also contribute to the Plan by making a deferral
contribution of up to 100 percent of your quarterly payout.
WHEN DO I BECOME A PARTICIPANT?
NEW HIRES
If you are hired into covered employment, you become a participant in
the Plan as of the January 1 which immediately follows your date of
hire. If you are hired on January 1, you will immediately become a
participant in the Plan.
TRANSFERS
If you transfer into covered employment, you become a participant in
the Plan on the later of (1) your transfer date or (2) the January 1
that coincides with or immediately follows your original date of hire
by Rubbermaid Incorporated.
CONTINUATION OF PARTICIPATION
If you previously participated in the Rubbermaid Incorporated
Associates' Profit Sharing Retirement Plan (now known as the
Rubbermaid Retirement Plan) prior to April 1, 1995, and you continued
in covered employment, you automatically became a participant in the
Plan on April 1, 1995. As of April 1, 1995, the account you had under
the Rubbermaid Incorporated Associates' Profit Sharing Retirement Plan
was transferred to the Plan.
ESTABLISHMENT OF ACCOUNT
When you become a participant in the Plan, an account is established
in your name to hold your deferral contributions, your share of annual
employer contributions, and investment earnings on those amounts.
WHAT IS COVERED EMPLOYMENT?
You are in covered employment if you are employed by Rubbermaid
Incorporated and you are covered by a collective bargaining agreement
between Rubbermaid Incorporated and the United Steel Workers of
America, Rubber/Plastics Industry Conference, Local No. 302L.
9
WHO IS THE RECORDKEEPER UNDER THE PLAN?
Effective September 1, 1997, Rubbermaid has hired Fidelity
Institutional Retirement Services Company ("Fidelity") as recordkeeper
for the Plan. Fidelity processes many of the elections you will make
under the Plan including your election to make deferral contributions
to the Plan.
In addition, Fidelity also processes your elections regarding
investment of your account, designation of a beneficiary to receive
distribution of your remaining account if you die before your account
is distributed in full, receipt of a loan from your account, and
receipt of a withdrawal or distribution from your account. If you have
any questions regarding the procedures for conducting any of these
transactions, you should contact Fidelity directly at 1-800-301-4015.
WHEN MAY I START MAKING DEFERRAL CONTRIBUTIONS TO THE PLAN?
Upon becoming a participant, you may elect to start making deferral
contributions to the Plan through Fidelity, in accordance with rules
and procedures prescribed by Rubbermaid. For more information
regarding the applicable rules and procedures, please contact your
Human Resources representative.
HOW DO I MAKE DEFERRAL CONTRIBUTIONS TO THE PLAN?
You can make deferral contributions through payroll deductions from
your quarterly payout. You designate the percentage, up to 100
percent, of your quarterly payout that you wish to contribute to the
Plan as a deferral contribution, and that amount is deducted from your
quarterly payout and contributed to the Plan on your behalf. The
percentage you designate must be a whole number. You must be employed
by Rubbermaid on the date the quarterly payout is paid. Otherwise,
your entire quarterly payout will be paid to you in cash.
You may at any time change your election to make or not to make
deferral contributions from future quarterly payouts.
Your quarterly payout is the payout paid to you for a calendar quarter
in an amount up to 12 percent of your compensation for the quarter.
This payout is determined in accordance with the terms of the
collective bargaining agreement between Rubbermaid Incorporated and
United Steel Workers of America, Rubber/Plastic Industry Conference,
Local No. 302L.
Federal law limits the maximum amount of deferral contributions that
you can make to the Plan each calendar year. For 1998, the maximum
amount is $10,000. There are other limits that apply to your deferral
contributions if you are a "highly compensated employee" under IRS
rules. You will be notified if adjustments to your account need to be
made as a result of these limits.
10
WHAT ARE THE TAX CONSEQUENCES OF MY ELECTION TO MAKE DEFERRAL
CONTRIBUTIONS TO THE PLAN?
Your deferral contributions to the Plan are not subject to Federal
income tax until they are distributed or withdrawn from the Plan. In
addition, the income and appreciation on your deferral contributions
are not subject to Federal income tax while held by the Trustee and
are not includable in your taxable income until distributed or
withdrawn.
Your deferral contributions are, however, "wages" subject to Social
Security tax up to the amount of the contribution and benefit base as
determined under Section 230 of the Social Security Act. In addition,
your deferral contributions are subject to the Medicare portion of the
FICA taxes regardless of income level.
You should consult your own tax advisers with respect to state and
local income tax withholding that might apply to your deferral
contributions. At this time, only the Commonwealth of Pennsylvania
requires state income tax withholding on deferral contributions.
WHEN DO I BECOME ELIGIBLE TO SHARE IN THE ANNUAL EMPLOYER
CONTRIBUTION?
Annual employer contributions are made to the Plan and shared among
eligible participants. To be eligible you must:
* be a participant,
* be employed by Rubbermaid on the last day of the plan year (i.e.,
December 31), unless you terminated employment because of death,
total and permanent disability, or military service and you
received compensation from your employer for the plan year, and
* have been credited with 1,000 or more hours of service during the
plan year.
HOW MUCH DOES THE EMPLOYER CONTRIBUTE TO THE PLAN?
The amount that your employer contributes to the Plan each year is six
percent of your eligible compensation.
Eligible compensation is defined as regular earnings including
overtime figured at the base rate and any shift differential, but not
including overtime premiums, Section 125 deductions and any other
extra compensation.
WHAT IS A YEAR OF SERVICE?
A year of service is credited to you for each plan year (January 1 to
December 31) in which you have completed 1,000 or more hours of
service with Rubbermaid or any subsidiary or division of Rubbermaid.
11
WHAT IS AN HOUR OF SERVICE?
An hour of service is credited for each hour for which you are
entitled to receive compensation from Rubbermaid or any subsidiary or
division of Rubbermaid, whether or not you perform duties during such
period. However, hours of service are not credited to you for periods
in which you are absent from employment and receive compensation under
a plan maintained solely for the purpose of complying with workers'
compensation or unemployment compensation laws.
Hours of service are also credited for certain periods during which
you are not entitled to payment. For example, you will receive credit
for hours of service during periods of approved absence or military
duty (if following your discharge from active military duty, you
return to employment with Rubbermaid or any subsidiary or division of
Rubbermaid while your re-employment rights are protected by Federal
law).
The number of hours of service credited to you during a period that
you are absent from employment will be equal to the number of hours
you would normally have been scheduled to work if you had not been
absent. Hours of service may be credited on the basis of approved
equivalencies rather than actual hours worked.
MAY ASSOCIATES MAKE VOLUNTARY CONTRIBUTIONS TO THE PLAN?
Prior law provided that associates could make other additional
deductible contributions and/or nondeductible contributions other than
deferral contributions. The law was changed in 1986 to eliminate the
allowance of deductible contributions and place severe restrictions on
nondeductible contributions. Because of the change in the law, the
Plan does not allow any associate voluntary contributions. Any
associate voluntary contributions that you made under the Rubbermaid
Incorporated Associates' Profit Sharing Retirement Plan prior to the
change were transferred to the Plan from the Rubbermaid Incorporated
Associates' Profit Sharing Retirement Plan and remain in the Plan.
HOW WILL MY MONEY BE INVESTED?
All contributions to the Plan are transferred to the Trustee to
administer until they are to be paid out under the terms of the Plan.
You are permitted to direct investments of your account. The right to
direct investments is subject to certain limitations and restrictions.
You may only invest in the investment funds offered under the Plan.
Two of the investment funds offered under the Plan are the Rubbermaid
Unitized Stock Fund, which is invested primarily in Rubbermaid common
stock, and the Stable Value Fund, which is managed by PRIMCO Capital
Management. Information regarding these two investment funds can be
found in the Appendices at the end of this summary plan description.
The Appendices will be updated periodically.
12
The other investment funds available under the Plan are Fidelity
mutual funds that Rubbermaid has selected to offer you a wide range of
investment opportunities. Information regarding the Fidelity mutual
funds and the rules for making investment elections is contained in
the separate investment materials available from Fidelity.
You can make two elections regarding investment of your account. One
election controls the investment of future deferral contributions and
employer contributions coming into your account. The other election
controls the investment of amounts currently held in your account.
You will receive a quarterly statement regarding the value of your
account.
It is intended that the Plan satisfy the requirements of Section
404(c) of the Employee Retirement Income Security Act of 1974. As a
result, Plan fiduciaries will not be liable for any losses resulting
directly from your exercise of investment control over your account
under the Plan.
WHEN MAY I RECEIVE DISTRIBUTION OF AMOUNTS HELD IN MY ACCOUNT UNDER
THE PLAN?
Generally, distribution of your account may not be made to you (or
your beneficiary) until you retire, die, or otherwise terminate
employment. The following sections discuss in detail the timing of
distributions, the amounts that are distributable to you upon the
occurrence of a distribution event, and the forms of payment available
for distributions. However, if your employment terminates for any
reason and your distributable account balance is $3,500 (effective
January 1, 1998, $5,000) or less, your entire distributable account
balance will be distributed to you (or your beneficiary) in a lump sum
payment as soon as administratively practicable following your
termination of employment. As a result, you (or your beneficiary)
would not have the ability to defer receipt of benefits until a later
date as described below nor to elect a form of payment other than a
lump sum.
WHEN DO I BECOME ELIGIBLE TO RETIRE?
The normal retirement age is 65, at which time you become fully vested
in all amounts being held in your account under the Plan regardless of
your years of service. If you decide to retire at normal retirement
age, you may elect to receive all or a portion of your account balance
at that time or to defer payment to a later date, but not later than
the April 1 of the calendar year following the calendar year in which
you attain age 70-1/2.
You may elect to continue working for your employer beyond normal
retirement age. In that event, to the extent that you meet the
applicable eligibility requirements, you will continue to be eligible
to make deferral contributions to the Plan and to share in the annual
employer contribution to the Plan until your actual retirement. You
13
may also elect to receive benefits from the Plan after you reach
normal retirement age, but while you are still employed.
WHAT HAPPENS IF I BECOME DISABLED WHILE EMPLOYED BY MY EMPLOYER?
For periods of employer-approved leave due to disability, you will
continue to be a participant under the Plan. You will receive credit
for hours of service, even though you are not physically working,
unless your leave is the result of an occupational illness or injury.
However, you will only be permitted to make deferral contributions to
the Plan and to share in the annual employer contribution to the Plan
during such leave to the extent that you receive compensation from
your employer while on leave.
If, while you are on employer-approved leave, it is determined that
you are totally and permanently disabled (as defined in the Plan), you
will become fully vested in your account under the Plan regardless of
your years of service and you may elect to retire because of
disability. You will be eligible to receive a share of the annual
employer contribution for the year in which you retire because of
total and permanent disability, provided you have received
compensation from your employer for that year.
If you retire because of total and permanent disability, you may elect
to receive all or a portion of your account balance at that time or to
defer distribution until a later date. (Not beyond the April 1 of the
calendar year following the calendar year in which you attain age 70-
1/2.)
Total and permanent disability is defined under the Plan as a physical
or mental condition resulting from bodily injury, disease or mental
disorder which renders a person incapable of performing any job for
his adopting employer. An associate will not be deemed to be totally
and permanently disabled unless medical evidence of the disability is
submitted to Rubbermaid by a licensed physician and either:
* the associate qualifies for disability benefits under Social
Security; or
* is eligible under the Rubbermaid Health and Welfare Benefit Plan
for life insurance waiver of premium.
WHAT HAPPENS IF I DIE WHILE EMPLOYED BY RUBBERMAID OR A SUBSIDIARY OR
DIVISION OF RUBBERMAID?
If you die while you are employed by Rubbermaid or a subsidiary or
division of Rubbermaid, the total amount in your account will be fully
vested regardless of your years of service. Your account balance will
be payable to your beneficiary(ies).
14
WHAT HAPPENS IF MY EMPLOYMENT TERMINATES FOR ANY REASON OTHER THAN
DEATH OR DISABILITY?
If your employment with Rubbermaid and all subsidiaries and divisions
of Rubbermaid terminates prior to your retirement, total and permanent
disability, or death, you might only be entitled to receive a part of
your account under the Plan. The amount you will be entitled to
receive in such event is the vested part of your account.
You may elect to receive all or a portion of the vested part of your
account balance at the time your employment terminates or to defer
distribution until a later date (but not beyond the April 1 of the
calendar year following the calendar year in which you attain age 70-
1/2.)
HOW DO I DETERMINE THE VESTED PART OF MY ACCOUNT?
You are always fully vested in the deferral contributions and the
earnings on those contributions that are held in your account. You are
also always fully vested in the associate voluntary contributions and
the earnings on those contributions that were made prior to January 1,
1987 and transferred to the Plan from the Rubbermaid Incorporated
Associates' Profit Sharing Retirement Plan.
Your vested interest in the employer contributions and the earnings on
those contributions that are held in your account is determined based
upon your years of service. If you have been credited with seven years
of service you are fully vested in the employer contributions and
earnings held in your account.
If you have been credited with fewer than seven years of service, only
a part of the employer contributions and earnings on them that are
held in your account will be "vested." The percentage of those
contributions and earnings that is vested is as follows:
Years of Service Vested Percentage
---------------- -----------------
1 0%
2 0%
3 20%
4 40%
5 60%
6 80%
7 or more 100%
Generally speaking, all of your years of service with Rubbermaid or
any subsidiary or division of Rubbermaid apply to vesting. However, if
your employment with Rubbermaid and all subsidiaries and divisions of
Rubbermaid terminates, on re-employment you will receive no credit for
years of service that took place prior to your termination unless
either:
15
* you had a vested interest in deferral contributions or employer
contributions held in your account at the time of the
termination; or
* the number of consecutive breaks in service you incur after the
termination is fewer than five.
WHAT IS A BREAK IN SERVICE?
If during any plan year you fail to complete more than 500 hours of
service, a break in service will occur.
WHAT HAPPENS TO THE PART OF MY ACCOUNT THAT IS NOT VESTED IF MY
EMPLOYMENT TERMINATES?
The nonvested part of your account will be held in a suspended account
in your name until the earlier of (1) the end of the plan year in
which your employment terminated or (2) the date you receive a
distribution from your account. If you are not rehired before that
date, you will lose (forfeit) any right to the nonvested amount. Any
forfeited amount will be allocated to all plan participants receiving
an employer contribution for that plan year. The forfeiture amount
allocated to each participant is based on the participant's employer
contribution account balance as of the end of the plan year.
WHAT IF I AM REHIRED?
If you terminate employment with Rubbermaid and all subsidiaries or
divisions of Rubbermaid and later return to work with Rubbermaid or a
subsidiary or division of Rubbermaid, you should be concerned about
two things:
(1) whether your past years of service will be included with years of
service you earn after your re-employment in determining your
vested part of the annual employer contributions held in your
account following your reemployment; and
(2) whether any amounts you forfeited because of your prior
termination will be re-credited to your account upon
reemployment.
RESTORING PAST YEARS OF SERVICE
Your years of service earned before your termination of employment
with Rubbermaid and all subsidiaries and divisions of Rubbermaid will
not be included with your years of service earned after your
re-employment unless one of the following applies:
* You made deferral contributions to the Plan before your
termination of employment.
16
* You were vested in part of the annual employer contributions held
in your account.
* You are re-employed before you incur five breaks in service after
your termination.
If your past years of service are not restored on re-employment, you
will be treated as a new participant in the Plan and your vested part
of the annual employer contributions held in your account will be
determined based only on the years of service you earn following your
re-employment.
RE-CREDITING FORFEITED AMOUNTS
If you forfeited the nonvested part of your account when you
terminated employment with Rubbermaid and all subsidiaries and
divisions of Rubbermaid, the forfeited amounts will be recredited to
your account upon re-employment only if all of the following
requirements are met:
(1) you are re-employed with Rubbermaid or a subsidiary or division
of Rubbermaid before you incur five breaks in service following
the later of (i) your termination date or (ii) the date you
received distribution from your account because of your
termination;
(2) you resume covered employment within five years of your
re-employment date; and
(3) you re-pay any distribution you received from the Plan upon your
prior termination (i) before you incur five consecutive breaks in
service following the distribution and (ii) within five years of
your reemployment date.
HOW ARE BENEFITS DISTRIBUTED?
There are various forms of payment by which benefits may be
distributed to you from the Plan. The form of payment depends on the
elections you make. The rules under this section apply to all
distributions you will receive from the Plan, whether by reason of
retirement, termination or any other event which may result in a
distribution of benefits.
WHAT FORMS OF PAYMENT ARE AVAILABLE TO ME?
You can elect the form of payment which best suits you. All elections
must be made in accordance with procedures prescribed by Rubbermaid.
Any such election can generally be modified or revoked. The forms of
payment are:
(1) Lump sum
(2) Periodic payments
17
You may elect any one or a combination of these forms.
For example, you may choose to receive part of your account balance in
a single lump sum payment and receive the remainder of the account in
installment payments over 10 years.
IRS rules require that beginning on the later of the date you retire
or the April 1 of the calendar year following the calendar year in
which you reach age 70, the form of payment you elect must provide for
distribution of your full account balance over a period no longer than
your life expectancy.
WHAT FORMS OF PAYMENT ARE AVAILABLE TO MY BENEFICIARY?
If you die after distribution of your account balance has begun,
distribution will continue to your beneficiary(ies) in the same form
of payment that you were receiving, unless your beneficiary elects a
more rapid form of payment.
If you die before distribution of your account balance has begun, your
beneficiary(ies) can elect any one or a combination of the following
forms of payment:
(1) Lump sum
(2) Periodic payments. Periodic payments cannot be made over a period
longer than five years from your death, unless your beneficiary
is your surviving spouse. Periodic payments to your surviving
spouse may be made over a period not exceeding your surviving
spouse's life expectancy.
WHO IS MY BENEFICIARY UNDER THE PLAN?
You can designate your beneficiary under the Plan on the form provided
by Fidelity. If you are married, your beneficiary will automatically
be your spouse, unless you designate another beneficiary with your
spouse's written consent. Your spouse's consent must be witnessed by a
Notary Public.
If you do not designate a beneficiary, or your designated beneficiary
dies before you do, your beneficiary under the Plan will be:
(1) your surviving spouse or, if none;
(2) your surviving children or, if none;
(3) your surviving parents or, if none;
(4) your surviving brothers and sisters or, if none;
(5) your executors and administrators.
18
If your beneficiary dies after you, but before receiving distribution
of the full amount he or she is entitled to under the Plan,
distribution will be made to your beneficiary's estate, unless you
have designated another beneficiary to receive benefits in that event.
HOW DO I APPLY FOR BENEFITS?
When you become eligible for a benefit from the Plan, you may apply
for your benefit in accordance with rules and procedures prescribed by
Rubbermaid. For information regarding the applicable rules and
procedures, please contact Fidelity.
ARE TAXES REQUIRED TO BE WITHHELD FROM MY DISTRIBUTION?
Generally, the Trustee is required to withhold Federal income tax from
all taxable distributions. The amount of withholding will be 20% of
the taxable amount distributed.
You may avoid having Federal income tax withheld from your
distribution only if the distribution is made to the trustee or
custodian of an Individual Retirement Account, or another qualified
defined contribution plan. You may elect to:
* Directly transfer all of the distributable amount to a trustee or
custodian of an Individual Retirement Account or another
qualified defined contribution plan.
* Directly transfer part of the distributable amount to a trustee
or custodian, and receive the balance of the distributable
amount. (Note: The amount you receive will be subject to
withholding.)
If you do not elect one of the above options, the distributable amount
will be paid directly to you and Federal income tax equal to 20% of
the taxable amount of the distribution will be withheld from the
payment.
If you elect to receive a series of payments rather than a single lump
sum, the amounts paid to you may not be eligible for a direct
transfer. Amounts that are not eligible for direct transfer are also
not subject to the mandatory withholding requirement.
Additional specific information concerning required withholding and
direct transfers is available from Fidelity.
WHAT OTHER TAX RULES APPLY TO MY DISTRIBUTION?
If you receive a lump sum distribution from the Plan after reaching
age 59-1/2, you may be eligible to make a one-time election of
five-year averaging. Under five-year averaging, you treat the amount
19
you receive in year one as having instead been received in equal
installments over a five-year period. You may only elect five-year
averaging if (1) you have been a participant in the Plan for five or
more taxable years before the taxable year in which the distribution
is made, (2) you do not elect to roll over any portion of the lump sum
distribution, and (3) you elect averaging treatment for all lump sum
distributions that you receive in that year. Your beneficiary can
elect this special averaging treatment regardless of your period of
participation in the Plan. Five-year averaging is not available for
distributions of your deductible associate voluntary contributions and
distributions that occur after 1999.
If you reached age 50 by January 1, 1986, you will be permitted to
make a one-time election between five-year averaging (at tax rates in
effect in the year of distribution) and ten-year averaging (at tax
rates in effect in 1986) and may elect capital gain treatment (at a
20% tax rate) for amounts attributable to participation in the Plan
prior to 1974.
If you receive a distribution or make a withdrawal before age 59-1/2,
a 10% additional income tax may apply to the taxable portion of the
distribution or withdrawal. The additional tax does not apply to
withdrawals or distributions (1) made because of your death,
disability, or separation from service after reaching age 55, (2) used
for payment of medical expenses to the extent deductible under Section
213 of the Code, (3) that are part of a scheduled series of
substantially equal periodic payments made not less frequently than
annually for your life expectancy, provided the payments begin after
you separate from service, or (4) made to an alternate payee pursuant
to a qualified domestic relations order.
The rules governing taxation of qualified plan distributions are
complex. There are many financial considerations involved in deciding
whether to begin receiving benefits from the Plan and how to receive
them. You should consult with a tax or financial counselor familiar
with your particular tax situation prior to making your decision.
IS MY ACCOUNT SUBJECT TO CLAIMS OF CREDITORS?
As a general rule, creditors may not attach, garnish or otherwise
interfere with your account.
There is an exception, however, to this general rule. Rubbermaid may
be required by law to recognize obligations which result from court
ordered child support or alimony payments. Rubbermaid must honor a
qualified domestic relations order. A qualified domestic relations
order is defined as a decree or order issued by a court that obligates
you to pay child support or alimony, or otherwise allocates a portion
of assets in the Plan to a spouse, former spouse, child or other
dependent. If a qualified domestic relations order is received by
Rubbermaid, all or a portion of your account may be used to satisfy
the obligation. Rubbermaid shall determine the validity of any
domestic relations order which is received.
20
ARE BENEFITS INSURED BY THE PBGC?
Benefits under the Plan are not insured by the Pension Benefit
Guaranty Corporation (PBGC) since this is a defined contribution plan.
The PBGC only insures defined benefit pension plans.
CAN I BORROW FROM THE PLAN?
You may borrow against the vested part of your account under the Plan
while you are employed by Rubbermaid or any subsidiary or division of
Rubbermaid. Plan loans are made in accordance with rules and
procedures prescribed by Rubbermaid. For information regarding the
applicable rules and procedures, please contact Fidelity.
CAN I WITHDRAW MY ASSOCIATE VOLUNTARY CONTRIBUTIONS TO THE PLAN?
You may at any time withdraw the nondeductible associate voluntary
contributions you made before January 1, 1987 which were transferred
to the Plan from the Rubbermaid Incorporated Associates' Profit
Sharing Retirement Plan, excluding any earnings credited to them while
they were held under either plan. Withdrawals must be made in
accordance with rules and regulations prescribed by Rubbermaid. The
minimum amount that you may withdraw is the lesser of $100 or 100
percent of the nondeductible associate voluntary contributions,
excluding any earnings, remaining in your account. For more
information, please contact Fidelity.
CAN THE PLAN BE TERMINATED?
The Plan may be amended or discontinued by Rubbermaid at any time, but
no amendment may deprive you of any vested interest in your account.
On termination of the Plan or of contributions to it, the accounts of
all affected participants become fully vested. If the Plan is
terminated, the accounts may or may not be paid out immediately. If
contributions are terminated, but the Plan continues, benefits are
paid out when you otherwise become entitled to them under the terms of
the Plan.
CAN I GET MORE INFORMATION ABOUT THE PLAN?
This plan summary makes many general statements in order to give you a
basic understanding of your rights and how the Plan operates. It
describes the principal provisions of the Plan. However, it must be
understood by you that it is not the complete Plan.
In case any conflict arises between the provisions of the Plan and
this description, the provisions of the Plan shall be controlling.
A complete copy of the Plan is available for inspection during regular
business hours at the Rubbermaid Corporate Benefits Department, 1147
Akron Road, Wooster, Ohio 44691-6000. If you have any questions
regarding the Plan and its administration, you may also contact the
Rubbermaid Corporate Benefits Department at (330) 264-6464.
21
WHO PAYS PLAN EXPENSES?
The costs of administering the Plan, including investment management,
legal and accounting and trustee and recordkeeping fees and similar
administrative expenses are generally paid out of Plan assets. The
Benefit Plans Committee makes the determination of which costs are
charged to the Plan and how those costs are allocated. They also may
make changes to how such costs are charged and allocated at any time
without notice to participants.
HOW ARE PLAN EXPENSES PAID?
The following expenses are deducted from the appropriate fund in
proportion to the value of each participant's fund balance(s):
(1) Investment management fees
(2) Annual loan maintenance fees (for loans initiated prior to
09/01/97)
(3) Annual zero balance account fees for newly eligible participants
(4) Rubbermaid Unitized Stock Fund administration fees*
(5) Stable Value Fund administration fees*
* Expenses are charged to the fund balance of only those investing
in the fund.
The following expenses are deducted in an equal dollar amount from
each participant's account balance:
(1) Fees to comply with government rules and regulations
(2) Annual participant recordkeeping fees
(3) Legal, accounting, actuarial and trustee fees
The following expenses are deducted directly from each participant's
account balance for those incurring the fees without reference to the
amount of the account balance:
(1) Minimum Required Distribution fees
(2) New loan set up fees
(3) Annual loan maintenance fees (for loans initiated after 09/01/97)
All Plan fees are subject to change without notice. Please refer to
the prospectus for each investment option offered in the Plan for more
specific information.
22
WHAT LAWS GOVERN THE PLAN?
The Plan and its related trust are subject to the principal protective
provisions of Titles I, II, and III of the Employee Retirement Income
Security Act ("ERISA") which apply to defined contribution plans
maintained by corporate employers.
The Plan and the trust are qualified under Section 401(a) of the
Internal Revenue Code, and the trust is exempt from taxation under
Section 501(a) of the Internal Revenue Code.
WHAT ARE MY ERISA PROTECTED RIGHTS?
The Plan is covered by ERISA, which was designed to protect employees'
rights under benefit plans. As a participant of the Plan, you should
know as much as possible about your Plan benefits. You are entitled
to:
* Examine, without charge, at the Plan Administrator's office and
at other specified locations copies of the applicable collective
bargaining agreement and all Plan documents and other Plan
information filed by the Plan Administrator with the U.S.
Department of Labor, such as annual reports and Plan
descriptions.
* Obtain copies of all Plan documents and other Plan information,
upon written request addressed to the Plan Administrator and for
which the Plan Administrator may make a reasonable charge.
* Receive from the Plan Administrator at no charge a summary of the
Plan's annual financial report.
* Obtain a statement once a year of your accrued benefits under the
Plan and, if you are not fully vested, the earliest date on which
you will have a nonforfeitable right to such benefits;
* Receive a written explanation with respect to any denied benefit
claim regarding the reasons for such denial and the steps that
must be taken in order to have such denial reviewed.
ERISA imposes duties upon the people who are responsible for the
operation of the Plan. Such people are called "fiduciaries" and have a
duty to act prudently and in the best interest of participants and
their beneficiaries.
Although the Plan Administrator carefully administers the Plan, if for
some reason you believe that you have been improperly denied a
benefit, you have a right to file suit in state or Federal court. If
you believe a Plan fiduciary has misused Plan funds, or if documents
you have requested are not furnished within 30 days (barring
circumstances beyond the Plan Administrator's control), you have the
right to file suit in Federal court or request assistance from the
U.S. Department of Labor. Service of legal process may be made upon
23
the agent designated in the Additional Information section of this
booklet.
Rubbermaid does not believe that filing suit will ever be necessary,
but should you feel that it is, the law protects you from being fired
or otherwise discriminated against to prevent you from exercising your
rights under ERISA or obtaining a benefit under the Plan. If you win a
lawsuit, the court may award you certain penalties (up to $100.00 per
day) if the Plan Administrator refused to provide the materials you
requested, until you receive such materials.
After deciding your case, the court may also decide whether the losing
party should pay court costs and the fees and expenses of the winning
party. For example, if the court finds your claim to be frivolous, you
may be required to pay the fees and other costs involved in defending
the case.
If you have any questions, you should contact the Plan Administrator
at the address indicated at the end of this booklet.
If you have any questions about this statement of your rights under
ERISA, you may contact the nearest Office of the Pension and Welfare
Benefits Administration, U.S. Department of Labor, listed in your
telephone directory or the division of Technical Assistance and
Inquiries, Pension and Welfare Benefits Administration, U.S.
Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C.
20210.
HOW DO I APPEAL A DENIAL OF MY CLAIM FOR BENEFITS?
You do not have to make a formal claim in order to receive your
benefits under the Plan; most plan transactions are handled through
the Fidelity customer service telephone facilities. You may, however,
file a written claim for your benefits or rights under the Plan with
the Plan Administrator. The Plan Administrator shall render a
decision on your claim within 90 days of its receipt (or within 180
days of receipt in special circumstances of which you will be informed
in writing). If you disagree with a decision made by the Plan
Administrator regarding a claim under the Plan, you have the right to
ask the Plan Administrator for a review of its decision. You should
contact the Plan Administrator at its business address or at its
business phone number within 60 days of the date on which you receive
notice of denial of the claim. A request for review must contain the
following information:
(a) the date you received notice of denial of your claim and the date
your request for review is filed;
(b) the specific part of the claim you want reviewed;
(c) a statement setting forth the basis upon which you think the
decision should be reversed; and
24
(d) any written material that you think is pertinent to your claim
and that you want the Plan Administrator to examine.
Unless additional time is required, the Plan Administrator will review
the denial of your claim and notify you in writing of its decision,
within 60 days of the filing of your request.
ADDITIONAL INFORMATION
PLAN ADMINISTRATOR:
The Plan Administrator is: Benefit
Plans Committee, c/o Corporate Benefits
Department, Rubbermaid Incorporated,
1147 Akron Road, Wooster, OH 44691-6000
AGENT FOR SERVICE:
The agent for service of legal process is:
Rubbermaid Incorporated
1147 Akron Road, Wooster, OH 44691-6000,
Attention: General Counsel and Secretary
Service of legal process may also be made
upon the Trustee or the Plan Administrator.
SPONSOR:
The Sponsor of the Plan is:
Rubbermaid Incorporated
1147 Akron Road, Wooster, OH 44691-6000
EMPLOYER ID NUMBER:
The Sponsor's employer identification number is: 34-0628700
PLAN NUMBER:
The plan number is: 012
PLAN YEAR:
January 1 to December 31
RECORDKEEPER:
The Recordkeeper for the Plan is:
Fidelity Institutional Retirement
Services Company, 200 Magellan Way,
Covington, KY 41015
TRUSTEE:
The Trustee with respect to Retirement
Plan assets is:
Fidelity Management Trust Company
82 Devonshire Street, Boston, MA 02109
Prior to 9/1/97, the Trustee was:
National City Bank, 1900 East Ninth Street
Cleveland, OH 44114
25
APPENDIX A RUBBERMAID UNITIZED STOCK FUND
The following documents filed by Rubbermaid with the Securities and
Exchange Commission (the "Commission") are incorporated by reference
into the Registration Statement on Form S-8 (the "Registration
Statement") filed with the Commission registering the Rubbermaid
common stock in which your contributions may be invested under the
Plan and the separate participation interests in the Plan and into
this summary plan description, designated portions of which constitute
part of a prospectus that meets the requirements of Section 10(a) of
the Securities Act (the "Prospectus") with respect to the Registration
Statement:
(1) The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1996.
(2) Rubbermaid's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(3) The description of the Rubbermaid common stock contained in
Rubbermaid's Registration Statement on Form 8-A filed with the
Commission on July 2, 1986.
(4) The description of the rights set forth in Rubbermaid's
Registration Statement on Form 8-A filed with the Commission on
June 27, 1996.
All documents subsequently filed by either Rubbermaid or the Plan
pursuant to Sections 13 (a) , 13 (c) , 14 and 15 (d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
then remaining unsold also are incorporated by reference into the
Registration Statement and the Prospectus from the date of filing of
such documents.
Rubbermaid will provide to each participant a copy of its annual
report to security holders for its latest fiscal year (or other
permitted document containing audited financial statements of
Rubbermaid) at the time documents containing the Plan information
required by Part I of Form S-8 are delivered to such participant.
Rubbermaid will also provide, without charge to any participant, upon
written or oral request: (i) a copy of any of the documents referred
to above that are incorporated into the Registration Statement and the
Prospectus (other than exhibits, unless the exhibits are specifically
incorporated by reference into the information incorporated into the
Registration Statement and Prospectus), and (ii) a copy of all
documents containing the information concerning the Plan required by
Part I of Form S-8 that constitute part of the Prospectus.
In addition, Rubbermaid will provide, without charge, to all employees
who participate in the Rubbermaid Unitized Stock Fund (and to any
26
other Plan participant who so requests, orally or in writing) copies
of all reports, proxy statements and other communications distributed
to shareholders of Rubbermaid generally.
Requests for any of the foregoing information should be directed to:
Investor Relations, Rubbermaid Incorporated, 1147 Akron Road, Wooster,
OH 44691, telephone number (330) 264-6464.
FEES
Participants investing in the Rubbermaid Unitized Stock Fund may incur
various fees which are deducted from participant accounts in the
following different ways:
1. In proportion to the value of each participant's fund balance:
* Investment management fees
* Annual loan maintenance fees (for loans initiated prior to
09/01/97)
* Annual zero balance account fees for newly eligible
participants
* Proxy administration fees
2. In equal dollar amount from each participant's account balance:
* Fees to comply with government rules and regulations
* Annual participant recordkeeping fees
* Legal, accounting, actuarial and trustee fees
3. Directly from each participant's account balance for those
incurring the fees:
* Minimum Required Distribution fees
* New loan set up fees
* Annual loan maintenance fees (for loans initiated on or
after 09/01/97)
27
APPENDIX B SUMMARY OF FINANCIAL DATA FOR INVESTMENT FUNDS 1997
CHOOSING INVESTMENT FUNDS
Participants in the Plan may choose to have contributions to the Plan
and funds in their accounts invested in one or more of the following
investment funds, effective September 1, 1997:
(1) THE STABLE VALUE FUND: This is a stable value fund (not a mutual
fund), managed by PRIMCO Capital Management, Inc. It seeks to
provide for preservation of capital (amount invested) and
stability of investment returns. The fund assets can be invested
in a number of diversified, high quality investment contracts
with insurance companies, banks or other financial institutions.
Some of the investment contracts may be a general obligation of
the issuing insurance company, bank or financial institution.
Other investment contracts may be invested in specific fixed
income securities. Each contract has its own interest rate
(variable or fixed) and maturity date (generally not longer than
seven years). Although several new contracts are entered into
each year, fund participants earn the composite interest (blended
rate) from the portfolio of contracts held by the fund. Although
individual investment contracts are backed by the issuer, units
of this investment are not backed by PRIMCO, the Plan Sponsor, or
insured by the FDIC. Yield will vary.
(2) THE FIDELITY PURITAN FUND: Puritan Fund is a growth and income
fund. It seeks as much income as possible, consistent with
preservation of capital, by investing in a broadly diversified
portfolio of domestic and foreign common stocks, preferred stocks
and bonds, including lower quality, high yield debt securities.
Dividend amounts will vary. The Fund's share price and return
will fluctuate.
(3) SPARTAN U.S. EQUITY INDEX FUND: Spartan U.S. Equity Index Fund is
a growth and income fund. It seeks investment results that try to
duplicate the composition and total return of the S&P 500 and in
other securities that are based on the value of the Index. The
Fund's manager focuses on duplicating the performance and
composition of the Index versus a strategy of selecting
attractive stocks. The Fund's share price and return will
fluctuate.
(4) THE FIDELITY CONTRAFUND: Contrafund is a growth fund. It seeks
long-term capital appreciation by investing mainly in the
securities of companies believed to be out of favor or
undervalued. The fund invests in domestic and foreign common
stocks and stocks and securities convertible into common stock,
but it may purchase other securities that may produce capital
appreciation. Investing in undervalued or out of favor stocks can
lead to investments in small companies which are not well known.
The stock of small companies may be subject to more frequent and
28
greater price changes than other companies. The Fund's share
price and return will fluctuate.
(5) THE FIDELITY MAGELLAN FUND: Magellan Fund is a growth fund. It
seeks long-term capital appreciation by investing in the stocks
of both well known and lesser known companies with potentially
above average growth potential and a correspondingly higher level
of risk. Securities may be of foreign, domestic, and
multinational companies. The Fund's share price and return will
fluctuate.
(6) THE FIDELITY SMALL CAP SELECTOR: Small Cap Selector is a growth
fund. It seeks capital appreciation by investing primarily in
companies that have market capitalizations of $750 million or
less at the time of the Fund's investment. Under normal
conditions at least 65% of the Fund's total assets will be
invested in the common or preferred stock of such companies. The
Fund may invest in all types of equity securities, including
common and preferred stock, and may invest a portion of its
assets in the stock of companies with larger market
capitalizations. Shares purchased on or after 11/15/97 held less
than 90 days will be subject to a 1.50% redemption fee. Share
price and return will fluctuate.
(7) THE FIDELITY DIVERSIFIED INTERNATIONAL FUND: Fidelity Diversified
International Fund is an international fund. It seeks capital
growth by investing primarily in equity securities of companies
located anywhere outside the U.S. that are included in the Morgan
Stanley EAFE Index. In selecting investments for the fund, the
manager relies on computer aided quantitative analysis supported
by fundamental research. The Fund seeks to generate more capital
growth than that of the EAFE Index. It is important to remember
that foreign investments pose greater risks and potential rewards
than U.S. investments. The risks include political and economic
uncertainties of foreign countries as well as the risk of
currency fluctuations. Share price and return will fluctuate.
(8) THE RUBBERMAID UNITIZED STOCK FUND: The Rubbermaid Unitized Stock
Fund invests primarily in Rubbermaid Common Stock. It is not a
mutual fund, nor is it a managed option. Its goal is to increase
the value of your investment through capital growth by investing
primarily in Rubbermaid Common Stock along with a small amount of
short-term investments to allow for exchanges or withdrawals
every business day. As with any stock, the value of your
investment may go up or down depending on how your company stock
performs in the market. Investing in a non-diversified, unmanaged
single stock inherently involves more investment risk than
investing in a diversified fund. Performance is directly tied to
the performance of the company as well as to that of the stock
market as a whole. Further information on unitization is set
forth below.
29
The Trustee maintains separate accounts showing each type of
contribution and the interest of each participant in all of the eight
investment funds. The Trustee revalues the investment funds and
allocates earnings and any increases or decreases in the value of each
fund to the participant's individual accounts daily. The allocation is
made in direct proportion to the relative size of each individual
participant's balance in a particular investment fund in relation to
the balances of all participants in that Fund. The Trustee has full
and exclusive powers of management and control over investment fund
assets of which it has custody and control. The Trustee and not the
participant has the right to vote the securities (other than
Rubbermaid Common Stock reflected in the Rubbermaid Unitized Stock
Fund) held in the investment funds and to exercise any other rights
with respect to such securities.
A participant's interest in the Rubbermaid Unitized Stock Fund is
accounted for in units, rather than on a per share basis. The value of
a unit reflects the combined market value of the underlying Rubbermaid
Common Stock and the market value of the short term cash position used
to meet the daily cash transaction needs of the Rubbermaid Unitized
Stock Fund. The market value of the Rubbermaid Common Stock portion of
the Rubbermaid Unitized Stock Fund is based on the closing price of
the Rubbermaid Common Stock on the New York Stock Exchange multiplied
by the total number of shares held in the Rubbermaid Unitized Stock
Fund. After determining the market value of the Rubbermaid Common
Stock portion of the Rubbermaid Unitized Stock Fund, the value of the
cash position is added and the total is divided by the number of
outstanding units to determine the daily unit value.
All contributions are invested and held by the Trustee in accordance
with the terms of the Plan and the trust maintained to hold assets of
the Plan. Income and proceeds from the sale of investments of each
investment fund are reinvested in that investment fund by the Trustee.
The Trustee or any applicable Investment Manager purchases the assets
of the investment funds on the open market except that the Trustee may
purchase Rubbermaid Common Stock from Rubbermaid in accordance with
the requirements of Section 408 of ERISA.
The Trustee may use a number of brokers to buy and sell securities for
the Plan. The selection of these brokers is based on an analysis of
the services they provide and the importance of these services in
aiding the investment function. Services include research on
economics, industries, and companies, including both fundamental and
technical information. These research services are used by the Trustee
to service all of its accounts, and not all of these services are used
in connection with Plan investments. Commissions paid to the brokers
are paid by the Trustee and are based on a uniform discount schedule
established by the Trustee.
30
RATES OF RETURN
A summary of the investment performance for each of the investment
funds is set forth below.
CUMULATIVE TOTAL RETURNS
FUND NAME PERIOD ENDING DECEMBER 31, 1997
--------- -------------------------------
3 MONTH 1 YEAR 3 YEAR
------- ------ ------
Stable Value Fund 1.57% 6.35% 21.11%
Spartan U.S. Equity 2.81% 33.04% 123.99%
Index Fund
Fidelity Puritan Fund 2.38% 22.35% 71.13%
Fidelity Contrafund 1.20% 23.00% 104.39%
Fidelity Magellan Fund .40% 26.59% 93.45%
Fidelity Small Cap .83% 27.25% 83.11%
Selector Fund
Fidelity Diversified 4.30% 13.72% 61.02%
International Fund
Investment results reflect past performance and do not guarantee or
predict future results. Interests in the Stable Value Fund are not
deposits or other obligations issued, endorsed, or guaranteed by
Fidelity Management Trust Company or any of its affiliates. These
interests, and interests or shares in any other investment fund, are
not insured by the U.S. Government, the Federal Deposit Insurance
Corporation, or any other governmental agency.
The chart to the right provides historical market price data for the
Rubbermaid Common Stock for the 5-year period ending on December 31,
1997 on the New York Stock Exchange.
Each investment fund's return to individual participants will not
necessarily equal reported returns, because of the timing of
contributions and investments and the allocation of earnings, as well
as the diluting impact of cash or cash equivalents held by each fund
for distributions or withdrawals.
31
Quarter-End Date High Low Close
---------------- ---- --- -----
3/31/93 $ 35 $ 34 3/8 $ 35
6/30/93 $ 28 7/8 $ 27 7/8 $ 28 3/8
9/30/93 $ 33 3/8 $ 32 7/8 $ 33 1/8
12/31/93 $ 35 1/2 $ 34 3/4 $ 34 3/4
3/31/94 $ 27 3/4 $ 26 1/8 $ 27 1/4
6/30/94 $ 26 5/8 $ 26 1/8 $ 26 1/4
9/30/94 $ 26 3/4 $ 26 3/8 $ 26 5/8
12/30/94 $ 29 3/4 $ 25 3/8 $ 28 3/4
3/31/95 $ 34 1/4 $ 27 3/8 $ 33
6/30/95 $ 33 1/2 $ 25 3/4 $ 27 3/4
9/30/95 $ 30 3/4 $ 27 $ 27 5/8
12/31/95 $ 28 1/2 $ 24 3/4 $ 25 1/2
3/31/96 $ 30 3/8 $ 25 1/4 $ 28 3/8
6/30/96 $ 29 1/2 $ 26 5/8 $ 27 1/4
9/30/96 $ 24 5/8 $ 24 1/8 $ 24 1/2
12/31/96 $ 23 $ 22 5/8 $ 22 5/8
3/31/97 $ 24 7/8 $ 21 5/8 $ 24 7/8
6/30/97 $ 30 $ 24 $ 29 3/4
9/30/97 $ 30 5/16 $ 24 3/4 $ 25 9/16
12/31/97 $ 26 1/2 $ 23 5/16 $ 24 13/16
APPENDIX C STABLE VALUE FUND
INVESTMENT OBJECTIVE
The objective of this Fund is to seek preservation of capital, provide
a reasonably predictable return that moves gradually toward current
market interest rates while over time producing a return higher than
that offered by money market funds, maintain diversification across
all investment categories, and maintain adequate liquidity for
participant elections. The Fund is considered conservative because it
is designed to minimize the fluctuations in principal value that may
be experienced in stock and bond funds. The trade-off for the lower
risk of this investment is the potential for a lower return than that
earned in other options.
FUND DESCRIPTION
The Stable Value Fund assets consist of a number of investment
contracts with a diversified group of insurance companies, banks, and
other financial institutions. Each contract has its own specific
terms including interest rate and maturity date. The Fund invests
primarily in alternative investment contracts issued by insurance
companies or banks and backed by high grade fixed income assets. The
contract issuer provides a "wrap" of the underlying assets, which
assumes payment of benefits, if needed, at contract value (cost plus
interest). In some instances, the Plan will have title to the
32
underlying assets that are held in a custodial account. In others,
the assets may be held through ownership of units of a fund or trust,
or units of an insurance company's separate account. The crediting
rate of these investments is based on the returns of the underlying
assets, however, this return is spread over the life of the contract
so as to produce a stable overall return for the Fund. Additionally,
the Fund utilizes general account investment contracts issued by
insurance companies or banks that contract to return the invested
amount plus a rate of interest at a designated future date. The
quality of this promise is based on the financial condition of the
contract issuer.
PORTFOLIO QUALITY BY S&P RATINGS
As the Fund seeks to preserve principal value, PRIMCO controls risk by
purchasing high quality, well diversified investments. Credit quality
is the foundation on which investment decisions for the portfolio are
based. All investments made for the Fund are rated AA- or better at
the time of purchase. The investments are not guaranteed by
Rubbermaid Incorporated, PRIMCO, nor guaranteed or insured by the U.S.
Government.
STABLE VALUE FUND
PORTFOLIO QUALITY
BY S&P RATING*
DECEMBER 31, 1997
[GRAPH]
The credited rate of the Fund is the average yield of all investments
held in the Fund. As new investments are made and older investments
are replaced at maturity, the average credited rate may change. In
general, the credited rate will move toward current interest rates.
The magnitude of the change depends on current rates and the amount of
the portfolio being reinvested. Annual investment management fees and
certain other administrative fees are netted against the return of the
Fund.
RATING DEFINITION
AAA Superior financial security on an absolute and relative basis.
Capacity to meet policyholder obligations is overwhelming under a
variety of economic and underwriting conditions.
AA+ Excellent financial security. Capacity to meet
AA policyholder obligations is strong under a variety
AA- of economic and underwriting conditions.
A+ Good financial security. Capacity to meet
33
A policyholder obligations is somewhat susceptible to adverse
economic and underwriting conditions.
* Using definitions from Standard & Poor's. Other ratings use
similar definitions.
PERFORMANCE DATA:
Annualized Return (12/31/97)
[GRAPH]
Returns For Period Ended 12/31/97
Total Return Annualized
------------ ----------
3 Month 1.59% 6.44%
1 Year 6.46% 6.46%
3 Year 22.24% 6.63%
5 Year 40.83% 7.09%
Since 2/28/90 83.45% 8.05%
Returns are net of investment management fees. Recordkeeping, trustee
and other administrative fees are not reflected in these returns.
INVESTOR TYPE
* Investors seeking minimal fluctuations in principal investment.
* Investors looking for a competitive market interest rate with
minimal overall risk.
* Investor willing to trade lower return potential for lower risk.
* Investors looking to balance the volatility of equity investments
by adding a Fund designed to preserve principal into their
portfolio allocation.
FUND MANAGER
PRIMCO Capital Management, Inc. was hired in 1990 as investment
manager for the Stable Value Fund. Founded in 1985, PRIMCO specializes
in managing stable value funds and currently has over $19 billion in
assets under management. PRIMCO is a registered investment advisor
34
located in Louisville, Kentucky with an office in Portland, Oregon.
PRIMCO is a wholly owned subsidiary of INVESCO, a member of the
AMVESCAP PLC (formerly INVESCO PLC) global investment management
organization. AMVESCAP PLC currently manages over $190 billion in
assets (foreign and domestic) for corporate, public and jointly
trusteed retirement plans, foundations, endowments, and a host of
other institutional clients.
FEES
Participants investing in the Stable Value Fund may incur various fees
which are deducted from participant accounts in the following
different ways:
1. In proportion to the value of each participant's fund balance:
* Investment management fees
* Annual loan maintenance fees (for loans initiated prior to
09/01/97)
* Annual zero balance account fees for newly eligible
participants
2. In equal dollar amount from each participant's account balance:
* Fees to comply with government rules and regulations
* Annual participant recordkeeping fees
* Legal, accounting, actuarial and trustee fees
3. Directly from each participant's account balance for those
incurring the fees:
* Minimum Required Distribution fees
* New loan set up fees
* Annual loan maintenance fees (for loans initiated on or
after 09/01/97)
35
LIMITATION OF LIABILITY
Neither Newell, Rubbermaid, its agent (including Newell or Rubbermaid
if it is acting as such) in administering the Plan, nor the agent
shall be liable for any act done in good faith or for the good faith
omission to act in connection with the Plan. However, nothing
contained herein shall affect a Participant's right to bring a cause
of action based on alleged violations of federal securities laws.
USE OF PROCEEDS
Newell does not anticipate that it will realize any net proceeds from the
issuance of its common stock under the Plan.
PLAN OF DISTRIBUTION
The common stock being offered hereby is offered pursuant to the Plan,
the terms of which provide for the issuance of common stock in
connection with investment of participant and employer contributions
to the Plan.
DESCRIPTION OF COMMON SHARES
Newell's certificate of incorporation authorizes the issuance of
400,000,000 shares of Common Stock, of which 162,728,371 were issued and
outstanding on February 8, 1999. The description of the Common Stock is
incorporated by reference into this Prospectus. See "Incorporation of
Information by Reference" for information on how to obtain a copy of
this description.
EXPERTS
The consolidated financial statements of Newell set forth in Newell's
Annual Report on Form 10-K for the fiscal year ended December 31, 1998
have been audited by Arthur Andersen LLP, independent accountants, as
stated in their report dated January 27, 1999 included in the Form
10-K and incorporated by reference in this document. Those consolidated
financial statements have been incorporated by reference in this
document and in reliance upon Arthur Andersen LLP's report given
upon the authority of that firm as experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters in connection with the Common Stock offered
hereby have been passed upon for Newell by Schiff Hardin & Waite,
Chicago, Illinois. Schiff Hardin & Waite has advised Newell that a
member of the firm participating in the representation of Newell owns
approximately 3,900 shares of Newell common stock.
36
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the offering are as
follows:
Registration fee under the Securities Act . . . . . . . $ 1,104
Legal fees and expenses . . . . . . . . . . . . . . . . $15,000
Accounting fees and expenses . . . . . . . . . . . . . . $ 5,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . $15,000
-------
Total . . . . . . . . . . . . . . . . . . $36,104
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102 of the Delaware law allows a corporation to eliminate
the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director, except in cases where the director breached his or her duty
of loyalty to the corporation or its stockholders, failed to act in
good faith, engaged in intentional misconduct or a knowing violation
of the law, willfully or negligently authorized the unlawful payment
of a dividend or approved an unlawful stock redemption or repurchase
or obtained an improper personal benefit. Newell's Charter contains a
provision which eliminates directors' personal liability as set forth
above.
The Charter and the Bylaws of Newell provide in effect that
Newell shall indemnify its directors and officers to the extent
permitted by the Delaware law. Section 145 of the Delaware law
provides that a Delaware corporation has the power to indemnify its
directors, officers, employees and agents in certain circumstances.
Subsection (a) of Section 145 of the Delaware law empowers a
corporation to indemnify any director, officer, employee or agent, or
former director, officer, employee or agent, who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation), against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding
provided that such director, officer, employee or agent acted in good
faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, provided that such director,
officer, employee or agent had no reasonable cause to believe that his
or her conduct was unlawful.
37
Subsection (b) of Section 145 of the Delaware law empowers a
corporation to indemnify any director, officer, employee or agent, or
former director, officer, employee or agent, who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person
acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of such action or suit
provided that such person acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to
the extent that the Court of Chancery shall determine that despite the
adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem
proper.
Section 145 further provides that to the extent that a director
or officer or employee of a corporation has been successful in the
defense of any action, suit or proceeding referred to in subsections
(a) and (b) or in the defense of any claim, issue or matter therein,
he or she shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection
therewith; that indemnification provided by Section 145 shall not be
deemed exclusive of any other rights to which the party seeking
indemnification may be entitled; and the corporation is empowered to
purchase and maintain insurance on behalf of a director, officer,
employee or agent of the corporation against any liability asserted
against him or her or incurred by him or her in any such capacity or
arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such
liabilities under Section 145; and that, unless indemnification is
ordered by a court, the determination that indemnification under
subsections (a) and (b) of Section 145 is proper because the director,
officer, employee or agent has met the applicable standard of conduct
under such subsections shall be made by (1) a majority vote of the
directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) if there are no such directors, or
if such directors so direct, by independent legal counsel in a written
opinion, or (3) by the stockholders.
Newell has in effect insurance policies for general officers' and
directors' liability insurance covering all of Newell's officers and
directors. Newell also has entered into indemnification agreements
with each of its officers and directors that provide that the officers
and directors will be entitled to their indemnification rights as they
existed at the time they entered into the agreements, regardless of
subsequent changes in Newell's indemnification policy.
Pursuant to an Agreement and Plan of Merger by and between Newell
Co., Rooster Company and Rubbermaid Incorporated dated as of October
38
20, 1998 (the "Merger Agreement"), Newell will, to the fullest extent
not prohibited by applicable law, indemnify, defend and hold harmless
each person who is now, or has been at any time prior to the date of
the merger agreement, or who becomes prior to the Effective Time (as
defined in the Merger Agreement), an officer, director of employee of
Rubbermaid or any of its subsidiaries against any losses, expenses,
claims, damages or liabilities (1) arising out of acts or omissions
occurring at or prior to the Effective Time that are based on or
arising out of the fact that such person is or was a director, officer
or employee of Rubbermaid or any of its subsidiaries or served as a
fiduciary under or with respect to any Rubbermaid employee benefit
plan and (2) to the extent they are based on or arise out of the
transactions contemplated by the Merger Agreement. In addition, from
and after the Effective Time, directors and officers of Rubbermaid who
become directors or officers of Newell will be entitled to
indemnification under the Charter and the Bylaws of Newell, as the
same may be amended from time to time in accordance with their terms
and applicable law, and to all other indemnity rights and protections
as are afforded to other directors and officers of Newell.
Additionally, for six years after the Effective Time, Newell will
maintain in effect Rubbermaid's current directors' and officers'
liability insurance covering acts or omissions occurring prior to the
Effective Time with respect to those persons who are currently covered
by Rubbermaid's directors' and officers' liability insurance policy on
terms with respect to such coverage and amount no less favorable than
those of such policy in effect on the date of the Merger Agreement;
provided that Newell may substitute policies of Newell or its
subsidiaries containing terms with respect to coverage and amount no
less favorable to such directors or officers. Newell will not be
required to pay aggregate premiums for the insurance described in this
paragraph in excess of 200% of the aggregate premiums paid by
Rubbermaid in 1998, except that if the annual premiums of such
insurance coverage exceed such amount, Newell will be obligated to
obtain a policy with the best coverage available, in the reasonable
judgment of Newell's Board, for a cost up to but not exceeding such
amount.
For six years after the Effective Time, Newell will also maintain
in effect Rubbermaid's current fiduciary liability insurance policies
for employees who serve or have served as fiduciaries under any
Rubbermaid benefit plan with coverages and in amounts no less
favorable than those of such policy in effect on the date of the
Merger Agreement.
ITEM 16. EXHIBITS.
The Exhibits filed herewith are set forth on the Exhibit Index
filed as part of this Registration Statement.
39
ITEM 17. UNDERTAKINGS.
(a) Newell hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering rang may be reflected
in the form of prospectus filed with the Commission
pursuant to Rule 242(b) if, in the aggregate, the
changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on form s-3,
form s-8 or form f-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by Newell pursuant
to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
40
(b) Newell hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of
Newell's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15 (d) of the
Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of Newell pursuant to the foregoing provisions, or otherwise,
Newell has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by Newell of expenses incurred or paid by a director, officer
or controlling person of Newell in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
Newell will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities
Act of 1933, the Registrant hereby certifies that it has reasonable
grounds to believe that it meets all the requirements for filing on
Form S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, hereby thereunto duly authorized,
in the City of Rockford, State of Illinois, on the 26th day of March,
1999.
NEWELL RUBBERMAID INC.
(Registrant)
By: Dale L. Matschullat
---------------------------------
Dale L. Matschullat
Vice President - General Counsel
41
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the follow-
ing persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* John J. McDonough Chief Executive Officer
----------------------------------- (Principal Executive Officer)
John J. McDonough and Director
* Thomas A. Ferguson, Jr. President and Chief
----------------------------------- Operating Officer and Director
Thomas A. Ferguson, Jr.
* Donald L. Krause Senior Vice President - Corporate
----------------------------------- Controller (Principal Accounting
Donald L. Krause Officer)
* William T. Alldredge Vice President - Finance
----------------------------------- (Principal Financial Officer)
William T. Alldredge
* William P. Sovey Chairman of the Board of
----------------------------------- Directors
William P. Sovey
Director
-----------------------------------
Tom H. Barrett
Director
-----------------------------------
Scott S. Cowen
* Alton F. Doody Director
-----------------------------------
Alton F. Doody
42
Director
-----------------------------------
Thomas J. Falk
* Daniel C. Ferguson Director
-----------------------------------
Daniel C. Ferguson
* Robert L. Katz Director
-----------------------------------
Robert L. Katz
Director
-----------------------------------
William D. Marohn
* Elizabeth Cuthbert Millett Director
-----------------------------------
Elizabeth Cuthbert Millett
* Cynthia A. Montgomery Director
-----------------------------------
Cynthia A. Montgomery
* Allan P. Newell Director
-----------------------------------
Allan P. Newell
Director
-----------------------------------
Wolfgang R. Schmitt
Director
-----------------------------------
General Gordon R. Sullivan,
USA Ret.
*By: /s/ Dale L. Matschullat March 26, 1999
---------------------------
Dale L. Matschullat
Attorney-in-Fact
44
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------ -------
2 Agreement and Plan of Merger dated as of
October 20, 1998, among Newell, Rubbermaid
and Rooster Company (incorporated by
reference to Annex A to the joint proxy
statement/prospectus contained in Newell's
Registration Statement on Form S-4 (File No.
333-71747) effective February 4, 1999.
4.1* Rubbermaid Retirement Plan for Collectively
Bargained Employees (including First Amendment
thereto).
4.2 Rights Agreement, dated as of August 6,
1998, between Newell and First Chicago Trust
Company of New York (incorporated by
reference to Exhibit I to Newell's
Registration Statement on Form 8-A12B (Reg.
No. 1-09608), filed with the Commission on
August 28, 1998).
5* Opinion of Schiff Hardin & Waite.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Schiff Hardin & Waite (included
in its opinion filed as Exhibit 5 in this
Registration Statement).
24 Power of Attorney (set forth on the
signature page).
-------------------
* Previously filed as an Exhibit to the Form S-3 to which
this Amendment No. 1 relates.
43
