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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 25, 2002
NEWELL RUBBERMAID INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-9608 36-3514169
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
29 East Stephenson Street, 61032-0943
Freeport, Illinois
(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (815) 235-4171
Item 4. Changes in Registrant's Certifying Accountant.
The Audit Committee of the Board of Directors of Newell
Rubbermaid Inc. (the "Company") annually considers and recommends to
the Board the selection of the Company's independent public
accountants. As recommended by the Company's Audit Committee, the
Company's Board of Directors on March 25, 2002 decided to no longer
engage Arthur Andersen LLP ("Andersen") as the Company's independent
public accountants and to engage Ernst & Young LLP to serve as the
Company's independent accountants for 2002.
Andersen's reports on the Company's consolidated financial
statements for each of the two most recent fiscal years did not
contain an adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting
principles.
In connection with its audits for the Company's two most recent
fiscal years and the subsequent interim period, there have been no
disagreements between the Company and Andersen on any matter of
accounting principles and practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to
Andersen's satisfaction, would have caused Andersen to make reference
to the subject matter of the disagreement in connection with its
report on the Company's consolidated financial statements for such
years.
During the Company's two most recent fiscal years and through
March 25, 2002, there have been no reportable events as defined in
Item 304(a)(1)(v) of Regulation S-K.
The Company has requested Andersen to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements made by the Company. A copy of the
letter, dated April 1, 2002, is filed as Exhibit 16.1 to this Current
Report on Form 8-K.
During the Company's two most recent fiscal years and through
March 25, 2002, the Company did not consult Ernst & Young LLP with
respect to the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's consolidated financial
statements, or any other matters or reportable events listed in Items
304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Statements and
Exhibits
(c) Exhibits.
Exhibit
Number Description
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16.1 Letter of Arthur Andersen LLP regarding
change in certifying accountant.
99.1 Press Release dated April 1, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
NEWELL RUBBERMAID INC.
Date: April 1, 2002 By: /s/ Andrea L. Horne
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Andrea L. Horne
Vice President - Corporate
Development
EXHIBIT INDEX
Exhibit No. Description
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16.1 Letter of Arthur Andersen LLP regarding change in
certifying accountant.
99.1 Press Release dated April 1, 2002.
EXHIBIT 16.1
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[Arthur Andersen LLP Letterhead]
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
April 1, 2002
Dear Sir/Madam:
We have read the first, second, third and fourth paragraphs of Item 4
included in the Form 8-K dated March 25, 2002 of Newell Rubbermaid
Inc. to be filed with the Securities and Exchange Commission and are
in agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Copy to:
Ms. Andrea L. Horne
Vice President - Corporate Development
Newell Rubbermaid Inc.
EXHIBIT 99.1
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PRESS RELEASE DATED APRIL 1, 2002
NEWELL RUBBERMAID NAMES
ERNST & YOUNG AS INDEPENDENT AUDITORS
FREEPORT, Ill., April 1, 2002 - Newell Rubbermaid Inc. (NYSE: NWL)
today announced that its board of directors has appointed the
accounting firm Ernst & Young LLP as the company's independent
auditors, replacing Arthur Andersen LLP. Andersen has served as the
company's auditors since 1984.
This appointment concludes a comprehensive review of the outside
accounting services provided to the company and a rigorous process to
select an independent auditor for 2002. The company said its decision
to change accountants was made to ensure that Newell Rubbermaid's
shareholders continue to have the utmost confidence in the integrity
of the company's financial statements.
The company said that during Arthur Andersen's tenure as the company's
auditor, it consistently met the company's strict standards of audit
service and exhibited the highest levels of professionalism. The
company added that an orderly and expeditious transition will be
completed in time for Ernst & Young to review the company's first
quarter earnings report to be released on May 1, 2002.
Newell Rubbermaid is filing a Form 8-K with the Securities and
Exchange Commission detailing the change in independent public
accountants.
Newell Rubbermaid Inc. is a global marketer of consumer products with
2001 sales of nearly $7 billion and a powerful brand family including
Sharpie{R}, Paper Mate{R}, Parker{R}, Waterman{R}, Rubbermaid{R}, Blue
Ice{R}, Calphalon{R}, Little Tikes{R}, Graco{R}/Century{R},
Levolor{R}, Kirsch{R}, Shur-Line{R}, and Eldon{R}. The company is
headquartered in Freeport, Illinois and employs 49,000 people
worldwide. For more information, visit the company's web site at
www.newellco.com.
Contact: Jesse Herron, Director - Investor Relations, 815-381-8150,
fax, 815-381-8155, Ken Ross, VP Corp. Communications, or Victoria
Gilbert, Mgr. Corp. Communications, 815-381-8151, fax, 815-381-8176,
all of Newell Rubbermaid Inc.