SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- 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): August 1, 2002 NEWELL RUBBERMAID INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-9608 36-3514169 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 29 East Stephenson Street, Freeport, Illinois 61032-0943 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (815) 235-4171 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit Number Description ------- ----------- 99.1 Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings dated August 1, 2002 99.2 Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings dated August 1, 2002 ITEM 9. REGULATION FD DISCLOSURE On August 1, 2002, each of the Principal Executive Officer, Joseph Galli, Jr., and the Principal Financial Officer, William T. Alldredge, of Newell Rubbermaid Inc. submitted to the Commission sworn statements pursuant to the Commission's June 27, 2002 Order Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (No. 4-460). A copy of each of these statements is attached hereto as an Exhibit (99.1 and 99.2). 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: August 1, 2002 By: /s/ Andrea L. Horne ----------------------------------- Andrea L. Horne Vice President - Corporate Development and Corporate Secretary EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings dated August 1, 2002 99.2 Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings dated August 1, 2002
EXHIBIT 99.1 ------------ STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Joseph Galli, Jr., principal executive officer, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Newell Rubbermaid Inc., and, except as corrected or supplemented in a subsequent covered report: * no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and * no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": * the Annual Report on Form 10-K for the year ended December 31, 2001 of Newell Rubbermaid Inc. filed with the Commission; * all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Newell Rubbermaid Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and * any amendments to any of the foregoing. /s/ Joseph Galli, Jr. --------------------------- Joseph Galli, Jr. August 1, 2002 Subscribed and sworn to before me this 1st day of August 2002. /s/ Joan L. Bradford -------------------------------- Notary Public My Commission Expires: 3/25/05
EXHIBIT 99.2 ------------ STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, William T. Alldredge, principal financial officer, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Newell Rubbermaid Inc., and, except as corrected or supplemented in a subsequent covered report: * no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and * no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": * the Annual Report on Form 10-K for the year ended December 31, 2001 of Newell Rubbermaid Inc. filed with the Commission; * all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Newell Rubbermaid Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and * any amendments to any of the foregoing. /s/ William T. Alldredge ----------------------------- William T. Alldredge August 1, 2002 Subscribed and sworn to before me this 1st day of August 2002. /s/ Joan L. Bradford ------------------------------------ Notary Public My Commission Expires: 3/25/05