UNITED STATES
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): | October 5, 2005 |
Newell Rubbermaid Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 001-09608 | 363514169 |
|
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 10B Glenlake Parkway, Suite 600, Atlanta, Georgia | 30328 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 770-407-3800 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.05 Costs Associated with Exit or Disposal Activities.
On October 5, 2005, an authorized committee of the Board of Directors of Newell Rubbermaid Inc. (the "Company") approved the sale of the Company’s Newell Cookware Europe business, subject to various conditions summarized below. On the same date, the Company entered into an agreement for the intended sale of the Newell Cookware Europe business to Arc International S.A., an international manufacturer and marketer of cookware products based in France (the "Agreement"). Newell Cookware Europe manufactures, markets and sells various cookware products, primarily under the brands Pyrex® (used under exclusive license from Corning Incorporated and its subsidiaries in Europe, the Middle East and Africa only) and Vitri®, and temperature tolerant glass components for original equipment manufacturers of appliances and cookware, in Europe, the Middle East and Africa. The Company’s other European businesses, and the Company’s Calphalon business, would not be affected by the sale.
T
he intended sale is subject to consultation with works councils, trade unions and employees in certain of the countries concerned, as required by law. The Company has instituted consultation with respect to the intended sale and shall give due consideration to the opinions of such councils, unions and employees as required by law in the context of the contemplated sale. Completion of the intended sale would also be subject to regulatory approvals and other conditions. The Company currently anticipates that the intended sale would be completed on or before January 31, 2006.
In connection with this intended sale, the Company expects to record a total non-cash loss in the amount of $25 to $35 million, of which approximately $23 million will be recorded as a non-cash impairment charge in the third quarter of 2005. On October 5, 2005, the Company’s management determined that this impairment charge is required under generally accepted accounting principles in order to write the fixed assets of t
he Newell Cookware Europe business down to their fair value, based on the estimated proceeds of the intended sale. The Newell Cookware Europe business had 2004 sales of approximately $115 million.
Item 2.06 Material Impairments.
The information under Item 2.05 above is incorporated in this Item 2.06 by reference.
Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 is a copy of the Company’s press release, dated October 11, 2005, announcing the intended sale of the Newell Cookware Europe business. Such information is furnished pursuant to Item 7.01 of Form 8-K. Consequently, it is not deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
99.1 Press Release, dated October 11, 2005, issued by Newell Rubbermaid Inc.
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. | ||||
| October 11, 2005 | By: |
/s/ Ronald L. Hardnock
|
||
|
|
||||
| Name: Ronald L. Hardnock | ||||
| Title: Vice President - Corporate Controller | ||||
Exhibit Index
| Exhibit No. | Description | |
|
|
|
|
|
99.1
|
Press Release, dated October 11, 2005, issued by Newell Rubbermaid Inc. |
[NEWELL RUBBERMAID LOGO] OCTOBER 11, 2005 |
NEWS RELEASE PAGE 1 OF 2 |
Newell Rubbermaid Announces Intended Sale of
European Cookware Business
ATLANTA, October 11, 2005 - Newell Rubbermaid Inc. (NYSE: NWL) announced today that it has entered into an agreement for the intended sale of its Newell Cookware Europe business to Arc International S.A. The intended sale is subject to consultation with applicable works councils, trade unions and employees.
The Newell Cookware Europe business, which includes the brands Pyrex® (used under exclusive license from Corning Incorporated and its subsidiaries in Europe, the Middle East and Africa only) and Vitri®, contributed approximately $115 million of revenue in 2004, reported in the company’s Home & Family segment. The transaction is expected to close on or before January 31, 2006, subject to regulatory approvals and certain other closing conditions.
This transaction is consistent with the company’s intention to divest non-strategic businesses and concentrate on leveraging brand strength and product innovation in its core portfolio of businesses. The company’s other European businesses and the company’s Calphalon business will not be affected by the sale.
Newell Rubbermaid Chief Financial Officer Patrick Robinson said, “We continue to stay focused on improving our core businesses and strengthening our portfolio which will better position our organization to deliver long-term sustainable growth.”
In connection with this transaction, the company expects to record a total net loss of
approximately $25-$35 million, approximately $23 million of which will be recorded as a non-cash
impairment charge in the third quarter 2005. The company will report third quarter and full year
2005 earnings per share on a GAAP basis and on a proforma basis, excluding impairment charges.
[NEWELL RUBBERMAID LOGO] OCTOBER 11, 2005 |
NEWS RELEASE PAGE 2 OF 2 |
Caution Concerning Forward-Looking Statements
The statements in this press release that are not historical in nature constitute forward-looking statements. These forward-looking statements relate to information or assumptions about internal sales, income/(loss), earnings per share, capital expenditures, cash flow, dividends, restructuring, impairment and other charges, potential losses on divestiture, costs and cost savings and management’s plans, projections and objectives for future operations and performance. Actual results could differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to, our dependence on the strength of retail economies in various parts of the world; competition with numerous other manufacturers and distributors of consumer products; major retailers’ strong bargaining power; changes in the prices of raw materials used by the company; our ability to develop innovative new products and to develop, maintain and strengthen our end-user brands; our ability to improve productivity and streamline operations; our ability to integrate previously acquired businesses; our ability to complete proposed acquisitions and divestitures; the risks inherent in our foreign operations and those factors listed in the company’s 2005 second quarter Form 10-Q, including Exhibit 99.1 thereto, filed with the Securities and Exchange Commission.
About the Company
Newell Rubbermaid Inc. is a global marketer of consumer and commercial products with 2004 sales of $6.5 billion and a powerful brand family including Sharpie®, Paper Mate®, Waterman®, EXPO®, Rubbermaid®, Calphalon®, Graco®, Goody®, BernzOmatic®, IRWIN® and Lenox®. The company is headquartered in Atlanta, Ga., and has over 31,000 employees worldwide.
This press release and additional financial information about the company are available on the company’s website at www.newellrubbermaid.com.