1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------------------------------------------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TWELVE-MONTH PERIOD ENDED DECEMBER 31, 1999 ----------------------------------------------------------------------- For the twelve-month period ended December 31, 1999. Commission file number: 1-4188 1. Full title of the plan and the address of the plan, if different from that of the issuer named below: RUBBERMAID RETIREMENT PLAN 2. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Newell Rubbermaid Inc. 29 East Stephenson Street Newell Center Freeport, Illinois 61032
2 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. RUBBERMAID RETIREMENT PLAN Dated: June 28, 2000 /s/ Tom Nohl ------------------------------ Tom Nohl, Member, Benefit Plans Committee
3 Exhibit Index Exhibit No. 23.1 Consent of Arthur Andersen LLP 23.2 Consent of KPMG LLP
4 RUBBERMAID RETIREMENT PLAN FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998 TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
5 RUBBERMAID RETIREMENT PLAN FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 Table of Contents Reports of Independent Public Accountants Financial Statements Statements of Net Assets Available for Plan Benefits as of December 31, 1999 and 1998 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 1999 Notes to Financial Statements
6 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrator of Rubbermaid Retirement Plan: We have audited the accompanying statement of net assets available for plan benefits of the Rubbermaid Retirement Plan as of December 31, 1999, and the related statement of changes in net assets available for plan benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Rubbermaid Retirement Plan as of December 31, 1998, were audited by other auditors whose report dated March 31, 1999, expressed an unqualified opinion on those statements. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1999, and the changes in its net assets available for plan benefits for the year then ended, in conformity with accounting principles generally accepted in the United States. ARTHUR ANDERSEN LLP Milwaukee, Wisconsin June 23, 2000
7 INDEPENDENT AUDITORS' REPORT Plan Administrator of Rubbermaid Retirement Plan: We have audited the accompanying statement of net assets available for plan benefits of the Rubbermaid Retirement Plan (Plan) as of December 31, 1998. This financial statement is the responsibility of the Plan's management. Our responsibility is to express an opinion on the financial statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statement referred to above presents fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1998, in conformity with generally accepted accounting principles. KPMG LLP Cleveland, Ohio March 31, 1999
8 RUBBERMAID RETIREMENT PLAN Statements of Net Assets Available for Plan Benefits December 31, 1999 and 1998 1999 1998 ----------------- ------------------ Assets: Investment in Rubbermaid Master Trust $356,838,392 $325,551,406 Receivables: Employer Contribution 9,864,061 14,615,926 ----------------- ------------------ Net Assets Available for Plan Benefits $366,702,453 $340,167,332 ================= ================== The accompanying notes to financial statements are an integral part of these statements.
9 RUBBERMAID RETIREMENT PLAN Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1999 Additions to Assets Attributed to: Net Investment Income from Rubbermaid Master Trust $40,943,721 Contributions: Employer Contribution 13,378,429 Participant Contributions 9,396,994 ------------------ Total Additions 63,719,144 ------------------ Deductions from Assets Attributed to: Benefits Paid to Participants 36,827,351 Miscellaneous 386,986 ------------------ Total Deductions 37,214,337 ------------------ Net Increase Prior to Transfers 26,504,807 Net Transfers from Other Plans 30,314 ------------------ Net Increase 26,535,121 Assets Available for Plan Benefits: Beginning of Year 340,167,332 ------------------ End of Year $366,702,453 ================== The accompanying notes to financial statements are an integral part of this statement.
10 RUBBERMAID RETIREMENT PLAN Notes to Financial Statements December 31, 1999 and 1998 (1) Description of the Plan- ----------------------- The following brief description of the Rubbermaid Retirement Plan (the "Plan") is provided for general information purposes only. More complete information regarding the Plan's provisions may be found in the Plan document. On October 20, 1998, the Plan's Sponsor entered into a definitive agreement to merge with Newell Company ("Newell") through a tax-free exchange of shares. This agreement was consummated effective March 24, 1999, resulting in the Plan's sponsor becoming a wholly-owned subsidiary of Newell. (a) General- ------- The Plan is a defined contribution profit sharing plan with a 401(k) feature covering salaried and non-bargaining hourly associates, as defined by the Plan, of Rubbermaid Incorporated and Affiliated Companies (the "Company") that adopt the Plan. Participation in the Plan begins on January 1 coincident with or following an associate's date of hire. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). (b) Employer Contributions- ---------------------- Effective April 1, 1998, the Plan provides for a fully vested Company matching contribution equal to 50% of the first 6% of a participant's salary deferred into the Plan and for rollovers. The Plan also provides for a Company contribution equal to 6% of a participant's (other than Everything Rubbermaid Store and Century Products employees) eligible compensation with an opportunity for an additional 3% of the participant's eligible compensation based on "EVA Targets." A participant must be employed by the Company at the end of the Plan year and complete at least 1,000 hours during the Plan year in order to be eligible to receive a Company contribution, subject to limited exceptions. (c) Employee Salary Deferral Contributions- -------------------------------------- A 401(k) salary deferral feature is included in the Plan, allowing participants to make pretax salary deferrals of base compensation. (d) Participant Accounts- -------------------- Separate accounts are maintained for each participant. Contributions are invested, as instructed by the participants, in one or more of the available investment funds. Each participant's account is credited with contributions, if any, and earnings. (e) Vesting- ------- Participants are 100% vested in the portion of their accounts attributable to 401(k) contributions and matching contributions (plus earnings). Vesting in the remainder of their accounts is based upon a seven-year graduated vesting schedule. A participant becomes 100% vested after completing seven years of vesting service. Upon death, disability or attainment of age 65, participants become 100% vested.
11 -2- (f) Investments Options- ------------------- All investments are participant-directed, and participants may elect to invest their account in the Plan in one or more of the eleven investment funds held by the Plan. Currently, the available investment funds include: STABLE VALUE FUND - Seeks to provide for preservation of capital and stability of investment returns through investments in high quality investment contracts with insurance companies, banks or other financial institutions. FIDELITY PURITAN FUND - 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. SPARTAN U.S. EQUITY INDEX FUND - 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 FIDELITY CONTRAFUND - Seeks long-term capital appreciation by investing mainly in the securities of companies believed to be out of favor or undervalued. FIDELITY MAGELLAN FUND - Seeks long-term capital appreciation by investing in the stocks of both well known and lesser known companies with above average growth potential and a correspondingly higher level of risk. FIDELITY SMALL-CAP SELECTOR - 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. FIDELITY DIVERSIFIED INTERNATIONAL FUND - 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. NEWELL RUBBERMAID INC. STOCK FUND - Invests primarily in Newell Rubbermaid Inc. common stock. FIDELITY U.S. BOND INDEX FUND - Seeks to provide investment results that correspond to the aggregate price and investment performance of the debt securities in the Lehman Brothers Aggregate Bond Index. INVESCO DYNAMICS FUND - Seeks long-term capital growth by investing in domestic common stocks of companies traded on U.S. securities exchanges as well as on the over-the-counter (OTC) market. FIDELITY EQUITY-INCOME FUND - Seeks to provide moderate income while offering the potential for capital appreciation through investments in income-producing stocks.
12 -3- For investment purposes only, investments of the Plan are commingled with the investments of the Rubbermaid Retirement Plan for Collectively-Bargained Associates. Collectively, such funds comprise the Rubbermaid Master Trust (the "Master Trust") with Fidelity Management Trust Company as the trustee. Allocation of the Master Trust investments and income among plans is determined on the basis of the value of the participant accounts attributed to each plan. (g) Payment of Benefits- ------------------- A participant is eligible to receive a distribution upon termination of employment, in either a lump-sum cash payment equal to the value of his or her vested account or periodic payments in such amounts as elected by the participant (subject to provisions of the Plan). (h) Participant Loans- ----------------- Loans of up to 50% of the vested portion of the participant's individual account may be obtained by qualified participants. The maximum loan permissible is generally the lesser of $50,000 or one-half of the participant's vested balance. Loans are repayable through payroll deductions over periods ranging up to 60 months, or in the case of home loans, up to 120 months. The interest rate is determined based on prevailing market conditions. Interest rates on loans outstanding at December 31, 1999 ranged from 7% to 10%. (i) Forfeited Accounts- ------------------ At December 31, 1999 and 1998, forfeited nonvested accounts totaled approximately $1,466,000 and $435,000, respectively. These accounts will be used to reduce future employer contributions. During 1999, employer contributions were reduced by approximately $447,000 from forfeited nonvested accounts. (2) Significant Accounting Policies- ------------------------------- (a) Basis of Presentation- --------------------- The accompanying financial statements have been prepared on the accrual basis of accounting. (b) Investment Valuation - --------------------- The Plan's investments are stated at fair value except for fully benefit-responsive guaranteed principal and interest contracts included in the Stable Value Fund, which are stated at contract value. Purchases and sales of securities are recorded on a trade date basis. (c) Payment of Benefits- ------------------- Benefits are recorded when paid. (d) Administrative Expenses- ----------------------- All normal costs and expenses of administering the Plan and Trust are paid by Plan participants. Any cost resulting from a participant obtaining a loan or requesting a distribution or in-service withdrawal may be borne by such participant or charged to the participant's individual account.
13 -4- (e) Use of Estimates- ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from these estimates. (f) New Accounting Standard- ----------------------- The Accounting Standards Executive Committee issued AICPA Statement of Position (SOP) 99-3, "Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Maters", which eliminates the requirement for a definded contribution plan to present participant-directed investment programs. During 1999, the Plan adopted SOP 99-3 and, as such, the 1998 financial statements have been reclassified to eliminate the participant-directed fund investment program disclosures. (3) Master Trust Financial Information- ---------------------------------- As described in Note 1(f), the Plan's investments are contained in a Master Trust in which they are combined for investment purposes with the assets of the Rubbermaid Retirement Plan for Collectively-Bargained Associates. The Master Trust fund assets at December 31, 1999 and 1998 are as follows: Assets 1999 1998 ------ ----------------------------------- Newell Rubbermaid Inc. Stock Fund * $12,115,255 $11,568,864 Mutual Funds 272,481,883 246,343,492 Stable Value Fund 224,231,031 214,206,755 Loans to Participants 9,728,457 9,921,479 ----------------------------------- Total Assets $518,556,626 $482,040,590 =================================== *Represents a party-in-interest. 1999 1998 ----------------------------- ---------------------------- Amount Percent Amount Percent ------------------ ---------- ----------------- ---------- Rubbermaid Retirement Plan $356,838,392 68.8% $325,551,406 67.5% Rubbermaid Retirement Plan for Collectively-Bargained Associates 161,718,234 31.2 156,489,184 32.5 ------------------ ---------- ----------------- ---------- Total Assets $518,556,626 100.0% $482,040,590 100.0% ================== ========== ================= ========== The Master Trust is invested in a Stable Value Fund that invests primarily in guaranteed investment contracts ("GIC"), separate account portfolios ("SAP") and synthetic guaranteed investment contracts ("SYN"). The crediting interest rate for the fund was 6.10% and 6.12% as of December 31, 1999 and 1998, respectively. The fund's blended rate of return for the year was 6.13% and 6.12% in 1999 and 1998, respectively. The crediting rates for SAP and SYN contracts are reset periodically and are based on the market value of the underlying portfolio of assets backing these contracts. Inputs used to determine the crediting rate include each contract's portfolio market value, current yield-to-maturity, duration (i.e., weighted average life), and market value relative to contract value. All contracts have a guaranteed rate of 0% or higher.
14 -5- The contract values and fair values of investment contracts included in the Stable Value Fund as of December 31, 1999 and 1998 are as follows: Contract Value Fair Value ------------------------------------ ------------------------------------ 1999 1998 1999 1998 ------------------ ----------------- ----------------- ------------------ Guaranteed Investment Contracts $21,252,179 $44,018,146 $21,297,592 $44,361,016 Synthetic Guaranteed Investment Contracts 133,491,859 100,706,060 130,432,760 103,221,508 Separate Account Guaranteed Investment Contracts 57,971,897 61,891,290 56,442,510 63,099,692 ------------------ ----------------- ----------------- ------------------ $212,715,935 $206,615,496 $208,172,862 $210,682,216 ================== ================= ================= ================== Included in the fair value of synthetic guaranteed investment contracts as of December 31, 1999 and 1998 are $(3,000,063) and $0, respectively, related to wrapper contracts which guarantee the contract value of the synthetic guaranteed investment contracts for participant-initiated withdrawal events. Master Trust income and its allocation to the participating plans for the year ended December 31, 1999 is as follows: Interest and Dividends $29,091,185 Realized Gains, Net 17,608,936 Unrealized Appreciation (Depreciation) in the Fair Value of Investments by Type: Stock Funds (4,105,235) Mutual Funds 18,721,147 ---------------- Total Unrealized Appreciation 14,615,912 ---------------- Total Master Trust Income $61,316,033 ================ Master Trust Income Amount Percent ------------------- ---------------- ----------- Rubbermaid Retirement Plan $40,943,721 66.8% Rubbermaid Retirement Plan for Collectively- Bargained Associates 20,372,312 33.2 ---------------- ----------- Total Master Trust Income $61,316,033 100.0% ================ =========== (4) Plan Termination- ---------------- Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts, and the Trustee shall distribute the assets in accordance with the terms of the Plan and the trust agreement. (5) Tax Status- ---------- The Internal Revenue Service has determined and informed the Company by letter dated June 2, 1999, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). Therefore, no provision for income taxes has been included in the Plan's financial statements.
15 -6- (6) Reconciliation of Net Assets to Form 5500- ----------------------------------------- As of December 31, 1999, the Plan had $2,870 of pending distributions to participants who elected to withdraw from the Plan. This amount is recorded as a liability in the Plan's Form 5500; however, this amount is not recorded as a liability in the accompanying statement of net assets available for plan benefits in accordance with generally accepted accounting principles. The following table reconciles net assets available for plan benefits per the financial statements to the Form 5500 as filed by the Company for the year ended December 31, 1999: Benefits Net Assets Payable to Benefits Available for Participants Paid Plan Benefits -------------- ---------------- ------------------ Per Financial Statements $ $36,827,351 $366,702,453 - 1999 Amounts Pending Distribution to Participants 2,870 2,870 (2,870) ---------- ---------------- ------------------ Per Form 5500 $2,870 $36,830,221 $366,699,583 ========== ================ ==================
1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K into the Company's previously filed Registration Statement on Form S-8 (File No. 333-74925). /s/ ARTHUR ANDERSEN LLP Milwaukee, Wisconsin June 27, 2000
1 Exhibit 23.2 Independent Auditors' Consent The Board of Directors Newell Rubbermaid Inc. We consent to incorporation by reference in the registration statement (No. 333-74925) on Form S-8 of Newell Rubbermaid Inc. of our report dated March 31, 1999, relating to the statement of net assets available for plan benefits of the Rubbermaid Retirement Plan as of December 31, 1998, which report appears in the December 31, 1999 annual report on Form 11-K of Newell Rubbermaid Inc. KPMG LLP /s/ KPMG LLP Cleveland, Ohio June 28, 2000