(As filed with the Securities and Exchange Commission
on March 11, 2002
Registration No. 333- )
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NEWELL RUBBERMAID INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3514169
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
Newell Center Dale L. Matschullat
29 East Stephenson Street Vice President - General Counsel
Freeport, Illinois 61032-0943 6833 Stalter Drive, Suite 101
(815) 235-4171 Rockford, Illinois 61108
(Address, including zip code, (815) 381-8114
and telephone number, including (Name, address, including zip
area code, of registrant's code, and telephone number,
principal executive offices) including area code, of agent
for service)
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Please send copies of all communications to:
Andrew A. Kling
David McCarthy
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606
(312) 258-5500
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement
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: [X] No. 333-82829
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: [ ]
CALCULATION OF REGISTRATION FEE
Title of each class Amount to be Proposed maximum Proposed maximum Amount of
of securities to be registered offering price per aggregate offering registration fee
registered unit (1) price (1)
Debt Securities $50,500,000 100% $50,500,000 $4,646
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(o).
EXPLANATORY STATEMENT
This Registration Statement on Form S-3 relates to the
registration of additional securities pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the
registrant's Registration Statement on Form S-3 (Registration No. 333-
82829) are incorporated by reference into this Registration Statement.
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
Exhibit
No. Exhibit
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5.1 Opinion of Schiff Hardin & Waite
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Schiff Hardin & Waite (contained in their
opinion filed as Exhibit 5.1)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Freeport, State
of Illinois, on March 11, 2002.
NEWELL RUBBERMAID INC.
By: /s/ C.R. Davenport
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Name: C.R. Davenport
Title: Vice President - Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ William P. Sovey Chairman of the Board and Director March 11, 2002
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William P. Sovey
/s/ Joseph Galli, Jr. President, Chief Executive Officer March 11, 2002
------------------------------------ and Director
Joseph Galli, Jr.
/s/ J. Patrick Robinson Vice President - Corporate Controller March 11, 2002
------------------------------------ and Chief Accounting Officer
J. Patrick Robinson
/s/ William T. Alldredge President - Corporate Development March 11, 2002
------------------------------------ and Chief Financial Officer
William T. Alldredge
/s/ Scott S. Cowen Director March 11, 2002
------------------------------------
Scott S. Cowen
/s/ Alton F. Doody Director March 11, 2002
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Alton F. Doody
/s/ Daniel C. Ferguson Director March 11, 2002
------------------------------------
Daniel C. Ferguson
------------------------------------ Director
Robert L. Katz
/s/ William D. Marohn Director March 11, 2002
------------------------------------
William D. Marohn
/s/ Elizabeth Cuthbert Millett Director March 11, 2002
------------------------------------
Elizabeth Cuthbert Millett
/s/ Cynthia A. Montgomery Director March 11, 2002
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Cynthia A. Montgomery
/s/ Allan P. Newell Director March 11, 2002
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Allan P. Newell
/s/ Gordon R. Sullivan Director March 11, 2002
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Gordon R. Sullivan
Exhibit 5.1
[Letterhead of Schiff Hardin & Waite]
March 11, 2002
Newell Rubbermaid Inc.
29 East Stephenson Street
Freeport, IL 61032-0943
Re: NEWELL RUBBERMAID INC. REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to Newell Rubbermaid Inc., a
Delaware corporation (the "Company"), in connection with the filing of
Registration Statements on Form S-3 (the "Registration Statements")
with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Act"). The Registration Statements
relate to, among other things, the registration under the Act of up to
$500,000,000 of the Company's unsecured and unsubordinated debt
securities ("Debt Securities").
The Debt Securities are to be issued under an indenture,
dated as of November 1, 1995, between the Company and JP Morgan Chase
Bank (formerly The Chase Manhattan Bank), as trustee, as filed as
Exhibit 4.4 to the Company's Registration Statement on Form S-3 (File
No. 33-64225) (the "Indenture").
The Debt Securities may be offered and sold pursuant to one
or more underwriting or distribution agreements (each, together with
any related schedule of terms, an "Underwriting Agreement") between
the Company and the underwriters or agents named therein, or as
otherwise provided pursuant to the Registration Statements.
In this regard, we have reviewed the Registration Statements
and the exhibits thereto and have examined such other documents and
made such investigation as we have deemed necessary in order to enable
us to render the opinions set forth below. In rendering such
opinions, we have assumed that (i) the Registration Statements will
have become effective under the Act and the Indenture has been
qualified under the Trust Indenture Act of 1939, as amended, (ii) a
Prospectus Supplement (a "Prospectus Supplement") relating to the Debt
Securities to be offered and sold as contemplated by the Registration
Statements will be prepared, delivered and filed as contemplated by
the Act, (iii) the Indenture represents the valid and binding
obligation of the trustee thereunder and (iv) each Underwriting
Agreement will be authorized, executed and delivered by or on behalf
of the underwriters named therein and will represent a valid and
binding obligation of each such underwriter.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Delaware.
2. The Debt Securities will be valid and binding obligations of
the Company, enforceable in accordance with their terms (except as
enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other laws relating
to or affecting enforcement of creditors' rights generally or by
general equitable principles), at such time as: (a) the board of
directors of the Company or a duly authorized committee thereof (the
"Board of Directors") shall have established by resolution, not
inconsistent with the Indenture, a series in which such Debt
Securities are to be issued and the terms of such Debt Securities, and
such series and terms shall have been set forth, or determined in the
manner provided, in an officers' certificate or established in a
supplemental indenture in accordance with the requirements of the
Indenture; and (b) the issuance and sale of such Debt Securities shall
have been duly authorized by the Board of Directors, and such Debt
Securities shall have been duly executed, authenticated, issued,
registered (if applicable) and delivered pursuant to the provisions of
the Indenture and in accordance with a duly authorized, completed and
executed Underwriting Agreement, as contemplated in the Registration
Statements and the related Prospectus Supplement, against payment of
the agreed consideration therefor.
The opinions expressed above are limited to the laws of the State
of Illinois and Delaware and the federal laws of the United States,
and no opinion is expressed with respect to the laws of any other
jurisdiction or any legal matter not expressly addressed herein.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statements and to the use of our name under the
caption "Legal Opinion" in the prospectus constituting a part of the
Registration Statements.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Andrew A. Kling
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Andrew A. Kling
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated January 25, 2002, included in the Newell Rubbermaid Inc.
Form 10-K/A for the year ended December 31, 2001, and to all references to
our firm included in this registration statement.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
March 11, 2002
