As filed with the Securities and Exchange Commission on November 13, 1995.
Registration No. 33-53091
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
Registration Statement
Under
The Securities Act of 1933
_________________________________
NEWELL CO.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-3514169
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Newell Center
29 East Stephenson Street
Freeport, Illinois 61032
(815) 235-4171
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Dale L. Matschullat
4000 Auburn Street
Rockford, Illinois 61125
(815) 969-6101
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
With Copies to:
Linda J. Wight Anthony T. Iler
Schiff Hardin & Waite Irell & Manella
7200 Sears Tower 333 South Hope Street, Suite 3300
Chicago, Illinois 60606 Los Angeles, California 90071
(312) 876-1000 (213) 229-0516
_________________________________
Approximate date of commencement of the proposed sale of the
securities to the public: From time to time after the effective date of
this Registration Statement.
If the 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]
<PAGE> 2
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. [_]
__________
If this Form is a post-effective amendment filed pursuant to 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. [_]
_________________________________
The Registrant hereby amends this Registration Statement to deregister
44,338 shares of Common Stock previously registered hereby and to include a
material change with respect to the plan of distribution.
<PAGE> 3
This Post-Effective Amendment No. 2 is being filed by the
Registrant to remove from registration 44,338 shares of Common Stock,
par value $1.00 per share, previously registered and intended to be
offered on a delayed or continued basis pursuant to Rule 415 under the
Securities Act of 1933 but which have not been offered or sold and to
reflect the termination of the public offering with respect to such
shares of Common Stock.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Registrant certifies that it has reasonable grounds to believe that it
meets all 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 Rockford, State
of Illinois, on this 10th day of November, 1995.
NEWELL CO.
(Registrant)
By: /s/ William T. Alldredge
-----------------------------
William T. Alldredge
Vice President - Finance
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ------ -----
<S> <C> <C>
/s/ William P. Sovey* Vice Chairman and Chief Executive
--------------------- Officer (Principal Executive Officer)
William P. Sovey and Director
/s/ William T. Alldredge Vice President - Finance November 10, 1995
----------------------- (Principal Financial Officer)
William T. Alldredge
/s/ Thomas A. Ferguson, Jr.* President and Chief Operating Officer
------------------------ and Director
Thomas A. Ferguson, Jr.
/s/ Donald L. Krause* Senior Vice President - Controller
---------------------- (Principal Accounting Officer)
Donald L. Krause
<PAGE> 13
<CAPTION>
Signature Title Date
--------- ------ -----
<S> <C> <C>
/s/ Daniel C. Ferguson* Chairman of the Board of Directors
-----------------------
Daniel C. Ferguson
/s/ Alton F. Doody* Director
----------------------
Alton F. Doody
/s/ Gary H. Driggs* Director
-----------------------
Gary H. Driggs
/s/ Robert L. Katz* Director
-----------------------
Robert L. Katz
/s/ Norman S. Livingston, Jr.* Director
----------------------------
Norman S. Livingston, Jr.
/s/ John J. McDonough* Director
---------------------------
John J. McDonough
---------------------- Director
Elizabeth Cuthbert Millet
/s/ Allan P. Newell* Director
-----------------------
Allan P. Newell
/s/ Henry B. Pearsall* Director
------------------------
Henry B. Pearsall
By: /s/ William T. Alldredge November 10, 1995
---------------------------
William T. Alldredge
Attorney-in-fact
</TABLE>
<PAGE> 14
INDEX TO EXHIBITS
Exhibit
Index Exhibit
- ---------- --------------------------------------------------
2.1 Agreement and Plan of Reorganization dated as of
November 12, 1993 by and among Newell Co., JC
Acquisition Co., Jareen Co., the David and Susan F.
Lederman Revocable Trust dated July 26, 1986, as
amended, and David and Susan Lederman*
2.2 Escrow Agreement dated as of November 12, 1993 by and
among Newell Co., the David and Susan F. Lederman
Revocable Trust dated July 26, 1986, as amended, David
and Susan Lederman and Firstar Trust Company*
5 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)*
24 Powers of attorney (set forth on the signature page of
this registration statement)*
___________
* Previously filed.
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 28, 1995 included in Newell Co.'s Form 10-K for
the year ended December 31, 1994 and to all references to our Firm
included in this registration statement.
By: /s/Arthur Andersen LLP
------------------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
November 10, 1995
