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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): November 22, 2002
NEWELL RUBBERMAID INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-9608 36-3514169
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(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 5. OTHER EVENTS
On November 22, 2002, the Registrant issued a press release announcing
that it had reached a definitive agreement to acquire American Saw &
Mfg. Company. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits.
Exhibit
Number Description
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99.1 Press Release, dated November 22, 2002, issued by
Newell Rubbermaid Inc.
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SIGNATURES
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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: November 22, 2002 By: /s/ Andrea L. Horne
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Andrea L. Horne
Vice President-Corporate
Development and Corporate
Secretary
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release, dated November 22, 2002, issued by
Newell Rubbermaid Inc.
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EXHIBIT 99.1
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PRESS RELEASE
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NEWELL RUBBERMAID STRENGTHENS POWER TOOL ACCESSORIES AND
HAND TOOLS BUSINESSES WITH ACQUISITION OF AMERICAN SAW
-- Lenox{R} Brand Recognized Leader in Linear Edge Power Tool
Accessories, Hand Tools and Band Saw Blades
-- Positions Company as Important Player in $12 Billion Global
Power Tool Accessories and Hand Tools Market
-- Deal Expected to be $0.04 Accretive to EPS in First Year
FREEPORT, Ill., November 22, 2002 -- Newell Rubbermaid Inc. (NYSE:
NWL) today announced it has reached a definitive agreement to acquire
American Saw & Mfg. Company, a leading manufacturer of power tool
accessories and hand tools marketed under the Lenox{R} brand, for $450
million in cash. The deal is subject to regulatory and other
customary approvals and is expected to close by year-end.
The transaction is structured as a purchase of assets, which
permits the deduction of goodwill for tax purposes. Newell Rubbermaid
estimates the present value of the future tax benefit to be $85
million, which effectively reduces the purchase price of the
acquisition to approximately $365 million, or 5.9 times 2001 EBITDA.
The purchase is expected to contribute $0.04 to Newell Rubbermaid's
2003 earnings per share.
The deal marks a continued expansion and enhancement of the
company's product lines and customer base in the global power tool
accessories and hand tools market. With 2001 revenues of $185 million
and manufacturing and distribution facilities in North America,
Europe, South America and Asia, American Saw strengthens the company's
platform in the professional and fast growing "do-it-yourself"
channels.
American Saw's product portfolio includes leading Lenox{R} brand
power tool accessories and hand tools, including jig saw blades,
reciprocating saw blades, hole saws, drill bits, band saw blades, hack
saws and blades, and utility knives. Its products are sold through
hardware stores, industrial, building and professional supply
channels, and many other specialty channels worldwide. Additionally,
Lenox products represent a significant growth opportunity for the
company at home improvement retailers where Newell Rubbermaid is
already a large and important supplier. American Saw, headquartered
in East Longmeadow, Mass., was founded in 1915 and employs over 800
people worldwide.
This transaction represents Newell Rubbermaid's second
significant acquisition of a power tool accessories and hand tools
business. In April of this year, the company purchased the remaining
stake in American Tool Companies, adding branded power tool
accessories such as Irwin{R} and hand tools such as Vise-Grip{R} and
Quick-Grip{R}. The transaction added approximately $440 million in
annual sales to the company's existing hardware business.
The combination of American Saw, American Tool and the company's
BernzOmatic business creates critical sales mass and momentum, and the
companies complement one another in the marketplace. American Tool's
brand strength in retail channels and American Saw's brand strength in
professional channels give the company the opportunity to leverage its
product development and sales and marketing efforts at growth
accounts. In particular, the company's successful Phoenix in-store
marketing force, which consists of highly successful representatives
in stores and in direct contact with key accounts and consumers, will
be instrumental in maximizing brand and product synergies and driving
sales growth.
The acquisition also establishes the company as a leader in the
estimated $12 billion global market for power tool accessories and
hand tools. Given the extreme fragmentation in the global market, the
leading brand names of Lenox{R}, Irwin{R}, Vise-Grip{R} and
BernzOmatic{R} position the company for accelerated growth and market
share gains. Approximately 30% of the combined American Saw, American
Tool and BernzOmatic revenues are generated outside the United States.
"American Saw is an outstanding fit for our company, bringing to
us the powerful Lenox{R} brand, attractive margins and great potential
for future growth. By uniting the strengths of American Saw with our
American Tool business, we are well positioned to take full advantage
of the combination's powerful synergies across the consumer, do-it-
yourself and professional channels," said Joseph Galli, Jr., Newell
Rubbermaid's chief executive officer. "Strategically, this
acquisition helps position us as a global leader in the power tool
accessories and hand tools market which represents a strong long-term
growth opportunity for Newell Rubbermaid."
Mr. Galli added that American Saw will become a part of Newell
Rubbermaid's Levolor/Hardware Group, which in 2001 accounted for $1.4
billion of the company's nearly $7 billion in sales. In addition to
its powerful portfolio of hand tools and power tool accessories, the
group manufactures and markets BernzOmatic{R} torches; paint
applicators and accessories under the Shur-Line{R} and Rubbermaid{R}
brands; cabinet and door hardware under the Amerock{R} and Douglas
Kane{TM} brands; and window fashions under the Levolor{R}, Kirsch{R},
Gardinia{R} and Swish{R} brands.
The Levolor/Hardware group is led by James J. Roberts, who has
extensive experience in the power tool accessories and hand tools
businesses. During a 19-year career at Black & Decker Corporation,
Mr. Roberts served as president of the company's Worldwide Accessories
business and earlier was vice president and general manager of
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Professional Power Tools-Europe. Prior to joining Newell Rubbermaid in
2001, he served as president of Worldwide Hand Tools and Hardware for
The Stanley Works.
Forward-Looking Statements
The statements contained in this press release that are not
historical in nature, including the expected contribution to earnings
per share in 2003 and the effect of the future tax benefit related to
the acquisition, are forward-looking statements. Forward-looking
statements are not guarantees since there are inherent difficulties in
predicting future results, and actual results could differ materially
from those expressed or implied in the forward-looking statements. For
a list of major factors that could cause actual results to differ
materially from those projected, refer to Newell Rubbermaid's third
quarter 2002 Form 10-Q Exhibit 99, filed with the Securities and
Exchange Commission.
About the Company
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},
Colorific{R}, Rubbermaid{R}, Stain Shield{TM}, Blue Ice{R},
TakeAlongs{TM}, Roughneck{R}, Calphalon{R}, Little Tikes{R}, Graco{R},
Levolor{R}, Kirsch{R}, Shur-Line{R}, BernzOmatic{R}, Goody{R}, Vise-
Grip{R}, Quick-Grip{R} and Irwin{R}. The company is headquartered in
Freeport, Illinois and employs approximately 49,000 people worldwide.
This press release and additional information about the company is
available on the company's web site at www.newellco.com.
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