SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934 (Amendment No. )
Filed by the Registrant _X_
Filed by a party other than the Registrant ___
Check the appropriate box:
_X_ Preliminary Proxy Statement
___ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
___ Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
NEWELL CO.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
_X_ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
___ $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
___ Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:___________________________________________________
(2) Aggregate number of securities to which transaction applies:
___________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined): _______________________________________
(4) Proposed maximum aggregate value of transaction: __________
(5) Total fee paid: ___________________________________________
___ Fee paid previously with preliminary materials.
___ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid: ___________________________________
(2) Form, Schedule or Registration Statement: _________________
(3) Filing Party: _____________________________________________
(4) Date Filed: _______________________________________________
<PAGE>
[LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 10, 1995
To the Stockholders of NEWELL CO.:
The Annual Meeting of Stockholders of NEWELL CO. will be held on
May 10, 1995 at 10:00 A.M., Central Daylight Savings Time, at the
Newell Room, Highland Community College Conference Center, 2998 Pearl
City Road, Freeport, Illinois, for the following purposes:
1. To elect three directors of the Company to serve for a term
of three years;
2. To consider and vote upon an amendment to the Restated
Certificate of Incorporation, as amended, of Newell Co. to
increase the number of authorized shares of Common Stock
from 300,000,000 to 400,000,000;
3. To consider and vote upon the ratification of the
appointment of Arthur Andersen L.L.P. as the Company's
independent accountants for the year 1995; and
4. To transact such other business as may properly come before
the Annual Meeting and any adjournment or postponement
thereof.
Stockholders of record at the close of business on March 13, 1995
are entitled to notice of and to vote at the Annual Meeting or any
adjournment or postponement thereof.
Newell Co.'s Annual Report for the year 1994 is enclosed for your
convenience.
Please sign and date the enclosed proxy card and return it
promptly in the accompanying envelope (no postage required if mailed
in the United States) to ensure that your shares will be represented
at the Annual Meeting. If you attend the Annual Meeting, you may vote
your shares in person even if you have previously submitted a proxy.
By Order of the Board of Directors,
[SIGNATURE]
RICHARD H. WOLFF
Secretary
March 17, 1995
<PAGE>
NEWELL CO.
Newell Center
29 East Stephenson Street
Freeport, Illinois 61032
__________________
PROXY STATEMENT FOR ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON MAY 10, 1995
This proxy statement and the accompanying proxy card are being
furnished in connection with the solicitation of proxies by the Board
of Directors of NEWELL CO., a Delaware corporation (the "Company"),
from holders of the Company's outstanding shares of Common Stock, par
value $1.00 per share (the "Common Stock"), for the Annual Meeting of
Stockholders to be held May 10, 1995 for the purposes set forth in the
accompanying notice (the "Annual Meeting"). The Company will bear the
costs of soliciting proxies from its stockholders. In addition to
soliciting proxies by mail, directors, officers and employees of the
Company, without receiving additional compensation therefor, may
solicit proxies by telephone, by telegram or in person. Arrangements
also will be made with brokerage firms and other custodians, nominees
and fiduciaries to forward solicitation materials to the beneficial
owners of Common Stock held of record by such persons, and the Company
will reimburse such brokerage firms, custodians, nominees and
fiduciaries for reasonable out-of-pocket expenses incurred by them in
connection therewith. The Company has engaged Morrow & Co. to assist
in the solicitation of proxies in connection with the Annual Meeting
and has agreed to pay such firm $8,000, plus out-of-pocket costs and
expenses. This proxy statement is first being mailed to stockholders
of the Company on or about March 17, 1995.
VOTING AT THE MEETING
At the close of business on March 13, 1995, the record date for
determining stockholders entitled to notice of and to vote at the
Annual Meeting (the "Record Date"), there were outstanding and
entitled to vote approximately ___________ shares of Common Stock.
All of the outstanding shares of Common Stock are entitled to vote on
all matters which properly come before the Annual Meeting, and each
stockholder will be entitled to one vote for each share of Common
Stock held.
Each proxy that is properly signed and received prior to the
Annual Meeting will, unless revoked, be voted in accordance with the
instructions on such proxy. If no instruction is indicated, the
shares will be voted FOR the election of the three nominees for
director listed in this proxy statement, FOR adoption of the amendment
to the Restated Certificate of Incorporation, as amended, of the
Company (the "Restated Certificate of Incorporation") and FOR
ratification of the appointment of Arthur Andersen L.L.P. A
stockholder who has given a proxy may revoke such proxy at any time
before it is voted at the Annual Meeting by delivering a written
notice of revocation or a duly executed proxy bearing a later date to
<PAGE>
the Secretary of the Company or by attending the meeting and voting in
person.
A quorum of stockholders is necessary to take action at the
Annual Meeting. A majority of the outstanding shares of Common Stock
of the Company, represented in person or by proxy, will constitute a
quorum. Votes cast by proxy or in person at the Annual Meeting will
be tabulated by the inspectors of election appointed for the Annual
Meeting. The inspectors of election will determine whether or not a
quorum is present at the Annual Meeting. The inspectors of election
will treat abstentions as shares of Common Stock that are present and
entitled to vote for purposes of determining the presence of a quorum.
Under certain circumstances, a broker or other nominee may have
discretionary authority to vote certain shares of Common Stock if
instructions have not been received from the beneficial owner or other
person entitled to vote. If a broker or other nominee indicates on
the proxy that it does not have instructions or discretionary
authority to vote certain shares of Common Stock on a particular
matter, those shares will not be considered as present for purposes of
determining whether a quorum is present or whether a matter has been
approved.
The three nominees for director who receive the greatest number
of votes cast in person or by proxy at the Annual Meeting shall be
elected directors of the Company. The vote required for adoption of
the amendment to the Restated Certificate of Incorporation and for
ratification of the appointment of Arthur Andersen L.L.P. as
independent accountants for the year 1995 is the affirmative vote of a
majority of the shares of Common Stock present in person or
represented by proxy at the Annual Meeting. For purposes of
determining stockholder approval, abstentions will be treated as
shares of Common Stock voted against adoption of the amendment to
Restated Certificate of Incorporation and as shares of Common Stock
voted against ratification of the appointment of Arthur Andersen
L.L.P. as independent accountants for the year 1995.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The Company's Board of Directors is currently composed of ten
directors who are divided into three classes. One class is elected
each year for a three-year term. At the Annual Meeting, Messrs.
Thomas A. Ferguson, Jr. and Allan P. Newell and Ms. Elizabeth Cuthbert
Millett will be nominated to serve in Class II until the Annual
Meeting of Stockholders to be held in 1998 and until their successors
have been duly elected and qualified. Proxies will be voted, unless
otherwise indicated, for the election of the three nominees for
director. Proxies will be voted in a discretionary manner should any
nominee be unable to serve.
All of the nominees, except for Ms. Elizabeth Cuthbert Millett,
are currently serving as directors of the Company. Mr. William R.
Cuthbert, who is currently serving as a director in Class II, will
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<PAGE>
retire at the Annual Meeting. Norman S. Livingston, Jr., who was
serving as a director in Class II, passed away on September 27, 1994.
The Board of Directors and the Company have greatly benefited from the
counsel, guidance and experience of Messrs. Cuthbert and Livingston
and are grateful for their contributions. Ms. Elizabeth Cuthbert
Millett, the daughter of Mr. William R. Cuthbert, will be standing for
election for the first time.
The dates shown for service as a director of the Company include
service as a director of the predecessor of the Company prior to July
1987. The nominees, and certain information about them and the
directors serving in Class I and Class III whose terms expires in
future years, are set forth below. Please note that Mr. Thomas A.
Ferguson, Jr. and Mr. Daniel C. Ferguson are not related.
Name and Background Director
------------------- Since
--------
Nominees for Class II Directors for Term Expiring in 1998
Thomas A. Ferguson, Jr., age 47, has been President and Chief
Operating Officer of the Company since May 1992. Mr.
Ferguson was President Operating Companies of the Company
from January 1989 through May 1992. He was Vice
President Controller of the Company from February 1988
through December 1988. He is also a Director of Northwest
Illinois Bancorp Incorporated (a bank holding company) . . 1992
Allan P. Newell, age 49, has been a private investor for more
than five years . . . . . . . . . . . . . . . . . . . . . . 1982
Elizabeth Cuthbert Millett, age __, [BIO TO COME] . . . . . . ----
Class III Directors Continuing in Office -- Term Expires in
1996
Alton F. Doody, age 60, has been President and Chief
Executive Officer of The Alton F. Doody Co. (a marketing
consulting company) since 1984 . . . . . . . . . . . . . . 1976
Daniel C. Ferguson, age 67, has been Chairman of the Board of
the Company since May 1992. Mr. Ferguson was Chief
Executive Officer of the Company from 1966 through May 1992 1965
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<PAGE>
Name and Background Director
------------------- Since
--------
Henry B. Pearsall, age 60, was Chairman of the Board of
Sanford Corporation (an office supplies manufacturer
acquired by the Company in February 1992) from January 1988
through November 1994, and was Chief Executive Officer from
January 1988 through February 1992. He is a Director of
First Colonial Bancshares Corporation (a bank holding
company) and a Director and Chairman of the Compensation
Committee of Swing-N-Slide Corp. (a designer, manufacturer
and marketer of do-it-yourself wooden playground equipment) 1992
Class I Directors Continuing in Office -- Term Expires in
1997
Gary H. Driggs, age 60, has been Chairman of Camelback
Investment and Management Co. (an investment management
firm) and Camelback Hotel Corp. (a hotel management firm)
since August 1989. Dr. Driggs has also been Chairman of
Covid, Inc. (an electronic product manufacturing company)
since July 1993. He was President and Chief Executive
Officer of Western Savings and Loan Association (a saving
and loan association) from 1973 through 1989 and was a
Director from 1981 through 1989 <1> . . . . . . . . . . . . 1982
Robert L. Katz, age 69, has been President of Robert L. Katz
& Associates (consultants in corporate strategy) for more
than five years. For sixteen years Dr. Katz taught
Business Policy and Organizational Behavior at the
Stanford, Harvard and Dartmouth Graduate Schools of
Business. He is also a Director of Inmac Corp. (a computer
supplies manufacturer and distribution company) . . . . . . 1975
John J. McDonough, age 58, has been Vice Chairman and a
Director of Dentsply International Inc. (a manufacturer of
dental and medical x-ray equipment and other dental
instruments), formerly Gendex Corporation, since its
founding in 1982, and was Chief Executive Officer from
April 1982 through February 1995. Prior thereto, Mr.
McDonough was Senior Vice President Finance of Newell Co.
from March 1981 through June 1983. He is also a Director
of Bank-One Chicago (a bank holding company), formerly
First Community Bancorp Inc., and a Director of AMRESCO,
Inc. (an asset management, commercial mortgage banking and
investment income company) . . . . . . . . . . . . . . . . 1992
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<PAGE>
Name and Background Director
------------------- Since
--------
William P. Sovey, age 61, has been Vice Chairman and Chief
Executive Officer of the Company since May 1992. Mr. Sovey
was President and Chief Operating Officer of the Company
from January 1986 through May 1992. He was President and
Chief Operating Officer of AMF Inc. (an industrial and
consumer leisure products concern) from March 1982 through
July 1985, and Executive Vice President from August 1979
through March 1982. He is also a Director of Acme Metals
Co. (a fully integrated producer of steel and steel
products) . . . . . . . . . . . . . . . . . . . . . . . . . 1986
_______________________________
<1> In December 1988, Dr. Driggs resigned as President and Chief
Executive Officer of Western Savings and Loan. He remained a
Director until March 1989. In June 1989, Western became
insolvent and was taken over by the Federal Deposit Insurance
Corporation. In January 1994, Dr. Driggs was named in an
indictment alleging conspiracy, fraud and other charges stemming
from the insolvency. Dr. Driggs, who cooperated in the
Government's four year investigation of this matter, intends to
plead not guilty and defend himself vigorously.
Information Regarding Board of Directors and Committees
The Company's Board of Directors held five meetings during 1994.
The Board of Directors has an Audit Committee and an Executive
Compensation Committee, and the Board as a whole operates as a
committee to nominate directors.
The Audit Committee, whose current members are Messrs. McDonough
and Newell and Drs. Driggs and Katz, met two times in 1994. The
committee's duties are to (1) review with management and the
independent accountants the Company's accounting policies and
practices and the adequacy of internal controls; (2) review the scope
and results of the annual examination performed by the independent
accountants; and (3) make recommendations to the Board of Directors
regarding the appointment of the independent accountants and approval
of the services performed by the independent accountants, and fees
related thereto.
The Executive Compensation Committee (the "Compensation
Committee"), whose current members are Messrs. W. Cuthbert, D.
Ferguson and McDonough and Dr. Katz, met four times in 1994. This
committee is responsible for establishing the Company's executive
officer compensation policies and for administration of such policies.
See "Executive Compensation Executive Compensation Committee Report on
Executive Compensation."
-7-
<PAGE>
The Board of Directors, acting as a nominating committee, will
consider candidates for director recommended by stockholders. A
stockholder who wishes to submit a candidate for consideration at the
1996 Annual Meeting must notify the Secretary of the Company in
writing no later than February 9, 1996. The stockholder's written
notice must include information about each proposed nominee, including
name, age, business address, principal occupation, shares beneficially
owned and other information required in proxy solicitations. The
nomination notice must also include the nominating stockholder's name
and address and the number of shares of the Common Stock beneficially
owned by the stockholder. The stockholder must also furnish a
statement from the candidate indicating that the candidate wishes and
is able to serve as a director. These procedures, and a statement
that the stockholder intends to make the nomination, are prerequisites
to a stockholder nominating a candidate at the meeting under the
Restated Certificate of Incorporation.
Compensation of Directors
Directors of the Company who are not also employees are paid a
retainer (currently $1,250 per month) plus a $600 fee for each Board
meeting attended and a $600 fee for each committee meeting attended.
Under the terms of the Newell Co. 1993 Stock Option Plan (the "1993
Stock Option Plan"), each director of the Company is automatically
granted options to purchase 5,000 shares of Common Stock every five
(5) years. All options are granted at market value of the Common
Stock on the date of the grant and become exercisable in annual
cumulative installments of 20%, commencing one year from the date of
grant, with full vesting occurring on the fifth anniversary date of
the date of grant.
The Company has a consulting agreement with Dr. Katz which
provides that the Company will pay Dr. Katz $5,000 per month for
corporate strategy consulting services plus travel expenses and other
reasonable out-of-pocket costs incurred on the Company's behalf.
Unless canceled prior to 90 days before its expiration, the consulting
agreement is automatically renewed each year. Dr. Katz received a
consulting fee of $60,000 in 1994.
EXECUTIVE COMPENSATION
Summary
The following table summarizes all annual and long-term
compensation for services to the Company and its subsidiaries for the
fiscal years ended December 31, 1994, 1993 and 1992 earned by or
awarded or paid to the persons who were the chief executive officer
and the five other most highly compensated executive officers of the
Company (the "Named Officers") during 1994.
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<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
-------------------------------------- ---------------
Awards
---------------
Securities
Other Annual Underlying All Other
Salary Compensation ($) Options (#) Compensation
Name and Principal Position Year ($) Bonus($) <F1> <F2> ($) <F3>
--------------------------- ----- -------- -------- --------------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
William P. Sovey, 1994 $600,000 $496,800 $ 12,011 0 $ 4,620
Vice Chairman and 1993 550,000 415,800 14,660 0 2,750
Chief Executive Officer 1992 531,250 497,250 13,351 15,000 4,364
-----------------------------------------------------------------------------------------------------------------
Thomas A. Ferguson, Jr., 1994 440,000 364,320 11,745 11,000 4,620
President and Chief 1993 383,333 289,800 15,477 0 4,497
Operating Officer 1992 312,500 254,887 13,829 15,000 4,364
-----------------------------------------------------------------------------------------------------------------
Donald L. Krause, 1994 295,000 244,260 11,293 3,000 4,620
Senior Vice President - 1993 280,000 211,680 12,788 0 2,688
Corporate Controller 1992 265,000 248,040 10,115 11,500 3,975
-----------------------------------------------------------------------------------------------------------------
William T. Alldredge, 1994 285,000 235,980 12,350 7,000 4,620
Vice President - Finance 1993 270,000 204,120 15,381 13,500 4,497
1992 255,000 238,680 13,478 0 19,875
-----------------------------------------------------------------------------------------------------------------
Richard C. Dell, 1994 245,000 143,227 11,335 2,000 4,620
Group President 1993 225,000 157,883 13,056 4,500 4,497
1992 186,514 180,956 10,359 5,000 3,832
-----------------------------------------------------------------------------------------------------------------
William J. Denton, 1994 248,000 236,939 12,117 7,000 4,620
Group President 1993 231,999 167,782 14,373 0 4,497
1992 220,000 120,208 14,876 5,500 4,364
___________________________________
<FN>
<F1> The amounts shown for 1994 include costs to the Company for expenses associated with use of company
cars as follows: Mr. Sovey, $7,163; Mr. T. Ferguson, $7,537; Mr. Krause, $6,925; Mr. Alldredge,
$7,595; Mr. Dell, $7,251; and Mr. Denton, $7,858.
<F2> The options awarded to the Named Officers in 1994 and 1993 were granted under the 1993 Stock Option
Plan. The options awarded to the Named Officers in 1992 were granted under the Newell Co. 1984
Amended and Restated Stock Option Plan (the "1984 Option Plan").
<F3> The compensation reported represents Company matching contributions to the Newell Co. Long-Term
Savings and Investment Plan (the "Newell 401(k) Plan").
</TABLE>
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<PAGE>
Option Grants in 1994
The following table sets forth certain information as to options
to purchase Common Stock granted to the Named Officers under the 1993
Option Plan during the fiscal year ended December 31, 1994, and the
potential realizable value of each grant of options, assuming that the
market price of the underlying Common Stock appreciates in value
during the ten-year option term at annualized rates of 5% and 10%.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants Potential Realizable Value
Number of Percent of at Assumed Annual Rates of
Securities Total Options Stock Price Appreciation for
Underlying Granted to Exercise or Option Term <F3>
Options Granted Employees in Base Price Expiration ----------------------------
Name (#) <F1> a Fiscal Year ($/Sh) <F2> Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <S> <C>
William P. Sovey 0 0 % $ 0 --- $ 0 $ 0
Thomas A. Ferguson, Jr. 7,000 2.56 19.875 2-7-2004 87,649 221,209
4,000 1.46 19.938 5-11-2004 50,244 126,806
Donald L. Krause 3,000 1.09 19.938 5-11-2004 37,683 95,105
William T. Alldredge 5,000 1.83 19.875 2-7-2004 62,607 158,007
2,000 0.73 19.938 5-11-2004 25,122 63,403
Richard C. Dell 2,000 0.73 19.938 5-11-2004 25,122 63,403
William J. Denton 3,000 1.09 19.938 5-11-2004 37,683 95,105
4,000 1.46 22.375 8-2-2004 56,385 142,305
_________________________________________
<FN>
<F1> All options granted in 1994 become exercisable in annual cumulative installments of 20%, commencing one year
from date of grant, with full vesting occurring on the fifth anniversary date of the date of grant. Vesting
may be accelerated as a result of certain changes in control of the Company.
<F2> All options were granted at market value (the closing price of the Common Stock on the New York Stock
Exchange as reported in the Midwest Edition of The Wall Street Journal) on the date of grant.
<F3> Potential realizable value is reported net of the option exercise price but before taxes associated with
exercise. These amounts assume annual compounding results in total appreciation of 63% (5% per year) and
159% (10% per year). Actual gains, if any, on stock option exercises and Common Stock are dependent on the
future performance of the Common Stock and overall market conditions. There can be no assurance that the
amounts reflected in this table will be achieved.
</TABLE>
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<PAGE>
Option Exercises in 1994
The table below sets forth certain information for fiscal year
1994 concerning the exercise of options to purchase shares of Common
Stock granted under the 1984 Option Plan by each of the Named Officers
and the value of unexercised options granted under the 1984 Option
Plan and the 1993 Option Plan held by each of the Named Officers as of
December 31, 1994.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
Number of Securities Value of Unexercised
Shares Value Underlying Unexercised Options In-the-Money Options at
Acquired on Realized at Fiscal Year-End (#) Fiscal Year-End ($) <F2>
-------------- ------------- ----------------------------- ---------------------------
Name Exercise (#) ($) <F1> Exercisable Unexercisable Exercisable Unexercisable
----------------------- -------------- ------------- ------------- --------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
William P. Sovey 0 $ 0 75,997 34,003 $ 412,732 $119,144
Thomas A. Ferguson, Jr. 14,000 640,687.50 18,200 28,800 67,050 30,950
Donald L. Krause 0 0 19,200 14,800 30,900 22,725
William T. Alldredge 0 0 5,500 27,600 24,750 105,175
Richard C. Dell 0 0 9,400 15,200 35,663 15,175
William J. Denton 0 0 11,200 14,000 44,325 13,813
_____________________________________________
<FN>
<F1> Represents the difference between the average of the high and low prices of the Common Stock on the New York
Stock Exchange as reported in the Midwest Edition of The Wall Street Journal on the date of exercise and the
option exercise price.
<F2> Represents the difference between $21.00 (the average of the high and low prices of the Common Stock on the
New York Stock Exchange as reported in the Midwest Edition of The Wall Street Journal on December 31, 1994)
and the option exercise price.
</TABLE>
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<PAGE>
Pension and Retirement Plans
The Pension Plan Table set forth below shows total estimated
annual benefits payable upon retirement (based on the benefit formulas
in effect and calculated on a straight life annuity basis, as
described below) to persons covered under the non-contributory defined
benefit pension plan for salaried and clerical employees (the "Pension
Plan") and the Supplemental Retirement Plan established in 1982 (the
"Supplemental Retirement Plan"), including the Named Officers, in
specified compensation and years of credited service classifications,
assuming employment until age 65 and that Social Security benefits
remain at the current level.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
Years of service
25 or
Remuneration 5 10 15 20 more
<S> <C> <C> <C> <C> <C>
$ 200,000 . . . . . $ 12,412 $ 39,212 $ 66,012 $ 92,812 $119,612
300,000 . . . . . 25,812 66,012 106,212 146,412 186,612
400,000 . . . . . 39,212 92,812 146,412 200,012 253,612
500,000 . . . . . 52,612 119,612 186,612 253,612 320,612
600,000 . . . . . 66,012 146,412 226,812 307,212 387,612
700,000 . . . . . 79,412 173,212 267,012 360,812 454,612
800,000 . . . . . 92,812 200,012 307,212 414,412 521,612
900,000 . . . . . 106,212 226,812 347,412 468,012 588,612
1,000,000 . . . . . 119,612 253,612 387,612 521,612 655,612
1,100,000 . . . . . 133,012 280,412 427,812 575,212 722,612
1,200,000 . . . . . 146,412 307,212 468,012 628,812 789,612
1,300,000 . . . . . 159,812 334,012 508,212 682,412 856,612
1,400,000 . . . . . 173,212 360,812 548,412 736,012 923,612
</TABLE>
The Pension Plan covers full-time salaried and clerical employees
of the Company and its subsidiaries who have completed one year of
service. A participant is eligible for normal retirement benefits
under the Pension Plan if his or her employment terminates at or after
age 65, or, if he or she joined the Pension Plan after age 60, if his
or her employment terminates after he or she has been covered by the
Pension Plan for five years. For service years prior to 1982,
benefits accrued on a straight life annuity basis, using a formula
that takes into account the five highest consecutive years of
compensation in the ten years before retirement, actual years of
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<PAGE>
service and actual years of service less than possible years of
service, reduced by a portion of expected primary social security
payments. For service years from and after 1982 and before 1989,
benefits accumulated at the rate of 1.1% of compensation for each year
plus 1.2% of compensation in excess of $25,000. For service years
from and after 1989, benefits accumulate at the rate of 1.37% of
compensation not in excess of $25,000 for each year plus 1.85% of
compensation in excess of $25,000. Under the Pension Plan,
compensation includes salary or wages (unreduced for amounts deferred
pursuant to the Company's Long-Term Savings Plan and Investment Plan),
the first $3,000 in bonuses and 100% of commissions, but excludes
Bonuses included in the Summary Compensation Table above. If a
participant has completed 15 years of service, upon attainment of age
60, the Pension Plan also provides for an early retirement benefit
equal to the benefits described above, reduced by .05% for each month
the benefits commence before the participant is eligible for normal
retirement benefits.
In 1982, the Supplemental Retirement Plan was established, funded
by cost recovery life insurance, which covers 64 current officers and
key executives, including the Named Officers. The Supplemental
Retirement Plan adds to retirement benefits under the Pension Plan so
that at age 65, a covered employee receives a maximum aggregate
pension equal of 67% of his or her average compensation for the five
consecutive years in which it was highest (multiplied by a fraction,
the numerator of which is the participant's credited service (not to
exceed twenty-five (25)) and the denominator of which is twenty-five
(25)). The benefit is reduced by primary Social Security. Both the
Pension Plan and the Supplemental Retirement Plan provide a death
benefit for surviving spouses and dependent children. The
Supplemental Retirement Plan also provides for an early retirement
benefit upon attainment of age 60 equal to the benefits described
above, reduced by .05% for each month the benefits commence before age
65.
In 1994, Mr. Sovey had 9 years of credited service, Mr. T.
Ferguson had 22 years, Mr. Krause had 21 years, Mr. Alldredge had 11
years, Mr. Dell had 20 years and Mr. Denton had 18 years.
Employment Security Agreements
The Company has entered into Employment Security Agreements
("Agreements") with the Named Officers which provide for the
continuation of salary, bonus and certain employee benefits for a
period (the "Severance Period") of twenty-four months (but not beyond
age 65) following the termination of employment of the Named Officer
within twelve months (but prior to age 65) after certain changes in
control of the Company. In the event of such termination of
employment, the Named Officer will continue to receive his base salary
and bonus (based upon his average bonus for the three full fiscal
years preceding the change in control) during the Severance Period.
The Named Officer also will receive all benefits accrued under the
incentive and retirement plans of the Company to the date of
-13-
<PAGE>
termination of employment and will be given service credit for all
purposes of these plans during the Severance Period. All options held
by the Named Officer with respect to Common Stock will become
immediately exercisable upon the date of termination of employment and
remain exercisable for a period of 90 days thereafter.
During the Severance Period, the Named Officer and his spouse
will continue to be covered by all welfare plans of the Company, and
the Company will continue to reimburse the Named Officer for
automobile expenses, but the amount of any benefits or reimbursement
the Named Officer or his spouse receives will be reduced by the
amounts received from another employer or from any other source. If
the Named Officer dies during the Severance Period, all amounts
payable during the remainder of the Severance Period shall be paid to
his surviving spouse, and his spouse will continue to be covered under
all applicable welfare plans. No amounts are payable if the
employment of the Named Officer is terminated by the Company for Good
Cause (as defined in the Agreements) or if the Named Officer
voluntarily terminates his employment without Good Reason (as defined
in the Agreements).
EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has furnished the following report on
executive compensation to the stockholders of the Company.
COMPENSATION PROCEDURES AND POLICIES. The Compensation Committee
determines the compensation of all of the executive officers of the
Company, including the Named Officers and the one other executive
officer of the Company. All decisions by the Compensation Committee
relating to the compensation of the Company's executive officers,
other than decisions relating to stock options, are reviewed and
approved by the full Board of Directors.
The Company's executive compensation philosophy and specific
compensation plans tie a significant portion of executive compensation
to the Company's success in meeting specified profit and growth and
performance goals and to appreciation in the Company's stock price.
The Company's compensation objectives include attracting and retaining
the best possible executive talent, motivating executive officers to
achieve the Company's performance objectives, rewarding individual
performance and contributions, and linking executive and stockholder
interests through equity based plans.
The Company's executive compensation consists of three key
components: base salary, annual incentive compensation and stock
options, each of which is intended to complement the others and, taken
together, to satisfy the Company's compensation objectives. The
Compensation Committee's policies with respect to each of the three
components, including the bases for the compensation awarded to Mr.
Sovey, the Company's Chief Executive Officer, are discussed below.
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<PAGE>
The Compensation Committee is currently studying the possible
limitations on the deductibility of executive compensation under
Section 162(m) of the Internal Revenue Code. The regulations proposed
by the Internal Revenue Service interpreting the provisions of Section
162(m) provide that stock option plans that comply with the
requirements of Rule 16b-3, like the Company's 1993 Option Plan, need
not comply with the requirements of Section 162(m) until 1997. As a
result, the Compensation Committee does not anticipate any impact
as a result of the $1 million cap on deductible executive compensation in
1995. The Compensation Committee will review in the future whether there
is any impact on the Company's compensation policies and practices.
BASE SALARY. In the early part of each fiscal year, the
Compensation Committee reviews the recommendation of the Chairman of
the Compensation Committee with regard to the base salary of Mr.
Sovey, the recommendation of Mr. Sovey with regard to the base salary
of Mr. T. Ferguson, and the recommendations of Mr. T. Ferguson with
regard to all other executive officers of the Company and approves,
with any modifications it deems appropriate, annual base salaries for
each of the executive officers.
Recommended base salaries of the executive officers are based
upon the base salary ranges established annually by the personnel
relations department of the Company. National survey data available
to the personnel relations department regarding salaries of those
persons holding comparable positions at comparably sized nondurable
consumer goods companies is reviewed by the department to establish
base salary ranges. The nondurable consumer goods companies are not
the companies which make up the Dow Jones Consumer, Non-Cyclical
Industry Group Index in the Common Stock Price Performance Graph
included in this Proxy Statement. The base salary range is based upon
the midpoint of the comparative compensation group, plus or minus
twenty-five percent. The base salary of each of the executive
officers are established in relation to the midpoint of the base
salary ranges based upon an evaluation of the individual performance
of the executive officer, including satisfaction of such officer's
annual objectives. The base salary of the Chief Executive
Officer is also established in relation to the midpoint of his base
salary range, based on achievement of the Company's annual goals
relating to earnings per share, sales growth and return on investment
and on an evaluation of the individual performance of the Chief
Executive Officer. The base salaries paid in 1994 to each of the
executive officers, including the Chief Executive Officer, were within
the range established by the personnel relations department.
The base salary of Mr. Sovey was reviewed at the February 1994
meeting of the Compensation Committee. In setting Mr. Sovey's salary
for 1994, the Compensation Committee considered that the Company's
annual goals relating to earnings per share, sales growth and return
on investment were met in 1993. In evaluating Mr. Sovey's
performance, the Compensation Committee primarily considered these
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<PAGE>
goals. In consideration of these factors and in
recognition of the fact that Mr. Sovey had not received an increase in
base salary since mid-year 1992, the Compensation Committee approved
an increase in Mr. Sovey's base salary of $50,000, approximately 9%,
for 1994.
ANNUAL INCENTIVE COMPENSATION. The Company's executive officers
(other than the Group Presidents) are entitled to participate in an
incentive bonus plan which provides for the payment of cash bonuses
based on the Company's return on investment (the "ROI Plan"). Awards
are made under the ROI Plan if the Company's annual after-tax return
on beginning of the year stockholders equity exceeded 11% and are
determined by multiplying each executive officer's base salary by
percentages established in the ROI Plan reflecting the actual return
achieved.
The annual after-tax return on beginning of the year
stockholder's equity for 1994 was 20%. Based on these results, Mr.
Sovey was awarded a bonus of $496,800 for 1994.
The Group Presidents are entitled to participate in an incentive
bonus plan which provides for the payment of cash bonuses based on
return on assets used in, and sales growth by, the divisions for which
the Group President is responsible (the "ROA Plan"). Awards are made
under the ROA Plan if the return on assets used during the year in the
divisions for which the Group President is responsible exceeded 10% on
a pre-tax basis and sales growth exceeds 1%, and are determined by
multiplying each Group President's base salary by percentages
established in the ROA Plan reflecting the actual results achieved.
Actual return on assets and sales growth in 1994 exceeded the goals
established for payment of a bonus in the divisions for which each of
the Group Presidents was responsible. Accordingly, each of the Group
Presidents was awarded a bonus for 1994, as reported in the Summary
Compensation Table.
STOCK OPTIONS. The Company's executive officers are also
entitled to participate in the 1993 Option Plan. Under the 1993
Option Plan, incentive stock options and nonqualified stock options to
purchase Common Stock of the Company may be granted at prices not less
than fair market value of the Common Stock at the date of grant.
Options granted under the 1993 Option Plan become exercisable in
annual cumulative installments of 20% of the number of options granted
over a five-year period and have a maximum term of ten years. The
Compensation Committee has adopted a formula, which takes into account
outstanding options, for determining, on a quarterly basis, whether an
executive officer of the Company should be awarded an option. The
grant of options is considered if the option exercise price of the
options held by an executive officer for five years or more is less
than a variable multiple of the executive officer's base salary. The
Compensation Committee also has the discretion, in circumstances such
as a promotion, to grant options otherwise than in accordance with the
formula. Based upon the formula, Mr. Sovey did not receive any
options in 1994.
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<PAGE>
This report is submitted on behalf of the Compensation Committee:
Daniel C. Ferguson, Chairman
William R. Cuthbert
Robert L. Katz
John J. McDonough
EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The current members of the Compensation Committee are Messrs. W.
Cuthbert, D. Ferguson, McDonough and Dr. Katz. Daniel C. Ferguson,
Chairman of the Board of Directors of the Company and Chairman of the
Compensation Committee, and John J. McDonough, a Director of the
Company and member of the Compensation Committee, are former employees
of the Company.
CERTAIN BENEFICIAL OWNERS
The Company does not know of any person who is the beneficial
owner of more than five percent of the outstanding Common Stock.
The following table sets forth information as to the beneficial
ownership of each director, each nominee for director, and each Named
Officer, individually, and all directors and executive officers of the
Company, as a group, of shares of Common Stock.
<TABLE>
<CAPTION>
Common Stock Beneficially Owned on February 13, 1995
Number of Percent of Class
Name of Beneficial Owner Shares Outstanding
<S> <C> <C> <C>
William R. Cuthbert . . . . . . . . . . . . . . . 1,632,200 <F1><F2> 1.03%
Alton F. Doody . . . . . . . . . . . . . . . . . 62,000 <F1> .04
Gary H. Driggs . . . . . . . . . . . . . . . . . 32,000 <F1> .02
Daniel C. Ferguson . . . . . . . . . . . . . . . 3,244,432 <F1><F3> 2.05
Thomas A. Ferguson, Jr. . . . . . . . . . . . . . 156,506 <F1><F4><F5> .09
Robert L. Katz . . . . . . . . . . . . . . . . . 167,124 <F1><F6> .10
John J. McDonough . . . . . . . . . . . . . . . . 24,280 <F1><F7> .01
Elizabeth Cuthbert Millett . . . . . . . . . . . 165,946 <F8> .10
Allan P. Newell . . . . . . . . . . . . . . . . . 2,334,986 <F1><F9> 1.47
Henry B. Pearsall . . . . . . . . . . . . . . . . 1,026,564 <F1><F10> .65
William P. Sovey . . . . . . . . . . . . . . . . 419,301 <F1><F4> .26
William T. Alldredge . . . . . . . . . . . . . . 204,491 <F4><F11> .12
Richard C. Dell . . . . . . . . . . . . . . . . . 76,015 <F1><F4><F12> .05
William J. Denton . . . . . . . . . . . . . . . . 70,942 <F1><F4> .05
Donald L. Krause . . . . . . . . . . . . . . . . 404,413 <F1><F13> .25
All directors and executive officers
as a group (15 persons) . . . . . . . . . . . . . 10,246,260 6.49
-17-
<PAGE>
---------------------------------
<FN>
(1) Includes shares issuable pursuant to stock options exercisable within 60 days of March 13, 1995 as follows:
Mr. Cuthbert, 4,000 shares; Mr. Doody, 4,000 shares; Dr. Driggs, 8,000 shares; Mr. D. Ferguson, 5,600 shares;
Mr. T. Ferguson, 18,200 shares; Dr. Katz, 8,000 shares; Mr. McDonough, 4,000 shares; Mr. Newell, 8,000
shares; Mr. Pearsall, 2,000 shares; Mr. Sovey, 76,000 shares; Mr. Alldredge, 6,400 shares; Mr. Dell, 9,400
shares; Mr. Denton, 8,000 shares; and Mr. Krause, 16,800 shares.
(2) Includes 103,760 shares beneficially owned of record by Mrs. Cuthbert, 494,880 shares held in trusts of which
Mr. Cuthbert is co-trustee and over which he has shared investment and voting power and 451,800 shares held
in trust of which Mr. Cuthbert is trustee and beneficiary.
(3) Includes 3,400 shares beneficially owned of record by Mrs. D. Ferguson, 40,000 shares held in a charitable
trust of which Mr. D. Ferguson is trustee, 694,384 shares held in trust of which Mr. D. Ferguson is
beneficiary and 1,037,368 shares held by a partnership of which Mr. D. Ferguson is managing partner.
(4) Includes shares owned through the Newell 401(k) Plan as follows: Mr. T. Ferguson, 5,106 shares; Mr. Sovey,
4,996 shares; Mr. Alldredge, 1,407 shares; Mr. Dell, 4,415 shares; and Mr. Denton, 2,542 shares.
(5) Includes 133,000 shares over which Mr. T. Ferguson has shared investment and voting power and 200 shares
beneficially owned of record by Timothy S. Ferguson, Mr. T. Ferguson's son.
(6) Includes 64,324 shares held in trust of which Dr. Katz is beneficiary and over which he has sole investment
and voting power.
(7) Includes 100 shares held in Mrs. McDonough's individual retirement account, but excludes 7,000 shares held in
trust for relatives of Mr. McDonough of which Mr. McDonough is co-trustee and with respect to which he
disclaims beneficial ownership.
(8) [To come.]
(9) Includes 24,000 shares held in trust of which Mr. Newell is co-trustee and beneficiary and over which he has
shared investment and voting power and 2,144 shares beneficially owned of record by Mrs. A. Newell.
(10) Includes 260,000 shares held in a charitable trust of which Mr. Pearsall is trustee.
(11) Includes 50,764 shares owned of record by Mrs. W. Alldredge.
(12) Includes 24,000 shares over which Mr. Dell has shared investment and voting power.
(13) Includes 12,000 shares over which Mr. Krause has shared investment and voting power and 6,813 shares held in
trusts of which Mr. Krause is custodian or trustee.
</TABLE>
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<PAGE>
COMMON STOCK PRICE PERFORMANCE GRAPH
The following Common Stock price performance graph compares the
yearly change in the Company's cumulative total stockholder returns on
its Common Stock during the years 1990 through 1994, with the
cumulative total return of the Standard & Poor's 500 Index and the Dow
Jones Consumer, Non-Cyclical Industry Group Index, assuming the
investment of $100 on December 31, 1989 and the reinvestment of
dividends (rounded to the nearest dollar).
<TABLE>
<CAPTION>
CUMULATIVE TOTAL STOCKHOLDER RETURNS
December 31,
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Newell $ 100 $ 114 $ 214 $ 193 $ 195 $ 206
DJ Consumer, Non Cyclical 100 116 172 165 158 176
S&P 500 Index 100 97 126 135 148 146
</TABLE>
PROPOSAL 2 -- AMENDMENT TO RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE AUTHORIZED COMMON STOCK
The Board of Directors has unanimously approved, and recommends
that stockholders adopt, an amendment to Article FOURTH of the
Restated Certificate of Incorporation to increase the number of
authorized shares of Common Stock from 300 million to 400 million. If
the proposed amendment is adopted, the first sentence of Article
FOURTH would be amended to read as follows:
FOURTH: The total number of shares which the
Corporation shall have authority to issue is
410,000,000, consisting of 400,000,000 shares of
Common Stock of the par value of $1.00 per share
and 10,000,000 shares of Preferred Stock,
consisting of 10,000 shares without par value and
9,990,000 shares of the par value of $1.00 per
share.
The Company currently is authorized to issue 300 million shares
of Common Stock, of which _______________ shares of Common Stock were
issued and outstanding as of March ___, 1995. In addition, as of
March ___, 1995, the Company had _________________ shares of Common
Stock reserved for issuance under the Company's stock option plans and
_____________ shares of Common Stock were held in its treasury,
leaving ______________________ shares of authorized Common Stock
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<PAGE>
available for issuance. Adoption of the proposed amendment would
increase the number of shares of Common Stock available for issuance
to _________________.
The additional shares of Common Stock for which authorization is
sought would be part of the existing class of Common Stock and, if and
when issued, would have the same rights and privileges as the shares
of Common Stock presently outstanding. Holders of the Company's
Common Stock do not have preemptive rights to subscribe for and
purchase any new or additional issue of Common Stock or securities
convertible into Common Stock.
The Board of Directors believes that the increase in the number
of authorized shares of Common Stock is in the best interests of the
Company and its stockholders. The purpose of increasing the number of
authorized shares of Common Stock is to have shares available for
issuance for such corporate purposes as the Board of Directors may
determine in its discretion, including, without limitation, future
acquisitions, investment opportunities, stock splits, stock dividends
or other distributions, conversion of convertible securities, future
financings and other corporate purposes. Except for certain employee
benefit plans, certain stock option plans, a dividend reinvestment
plan and the share purchase rights plan (the "Rights Plan") discussed
below, the Company has no agreements or understandings regarding the
issuance of additional shares of Common Stock.
Under the provisions of the Delaware General Corporation Law, a
board of directors generally may issue authorized but unissued shares
of common stock without stockholder approval. A substantial number of
authorized but unissued shares of Common Stock not reserved for
specific purposes will allow the Company to take prompt action with
respect to corporate opportunities that develop, without the delay and
expense of convening a special meeting of stockholders. The issuance
of additional shares of Common Stock may, depending upon the
circumstances under which such shares are issued, reduce stockholders'
equity per share and may reduce the percentage of ownership of Common
Stock of existing stockholders. It is not the present intention of
the Board of Directors to seek stockholder approval prior to any
issuance of additional shares of Common Stock unless required by law
or the rules of the New York Stock Exchange, the Chicago Stock
Exchange or any other stock exchanges on which the Common Stock may be
listed. The New York Stock Exchange currently requires stockholder
approval as a prerequisite to listing shares in several instances,
including acquisition transactions where the present or potential
issuance of shares could result in an increase in the number of shares
of Common Stock outstanding by 20% or more.
Although the Company currently has no reason to believe that a
takeover attempt is likely to occur, increasing the number of
authorized shares of Common Stock may provide the Company with the
means of discouraging any such attempt. Such additional shares of
Common Stock could be used in the future, through private sales to
purchasers allied with management or otherwise, to dilute the stock
-20-
<PAGE>
ownership of persons seeking to obtain control of the Company, thus
making less likely a change in control of the Company, whether or not
favored by a majority of unaffiliated stockholders, with the possible
effect of deterring an offer for the Company at a substantial premium
over the current market price of the Common Stock. The Company has no
present intention to issue securities for any such purpose. The
Restated Certificate of Incorporation also contains a provision
authorizing the issuance of up to 10 million shares of Preferred Stock
with such rights, preferences and limitations as determined by the
Board. Such shares of Preferred Stock could be issued by the Board in
one or more transactions with terms which might make the acquisition
of a controlling interest in the Company more difficult or costly.
However, the Board has a policy of seeking stockholder approval prior
to designating any future series of Preferred Stock with a vote or
convertible into stock having a vote in excess of 13% of the vote
represented by all voting stock immediately subsequent to such
issuance, except for the purpose of (i) raising capital in the
ordinary course of business or (ii) making acquisitions, the primary
purpose of which is not to effect a change in voting power.
The Company has adopted a Rights Plan which provides stockholders
with rights to purchase shares of Common Stock of the Company (or of
an acquiring company) at half of the market price under certain
circumstances involving a potential change in control of the Company
that has not been approved by the Board. The Rights Plan is intended
as a means to protect the value of the stockholders' investment in the
Company, while preserving the possibility of a fair acquisition bid.
In addition, the Delaware General Corporate Law provides, among other
things, that any beneficial owner of more than 15% of the Company's
voting stock is prohibited, without the prior approval of the Board,
from entering into any business combination with a company for three
years from the date such 15% ownership interest is acquired.
Additionally, the "fair price provisions" of the Restated Certificate
of Incorporation require that certain proposed business combinations
between the Company and an "interested party" (a beneficial owner of
5% or more of the voting shares of the Company) must be approved by
the holders of 75% of the voting shares, unless certain fair price and
procedural requirements are met or the business combination is
approved by the directors of the Company who are not affiliated with
the interested party. A vote of the holders of 75% of the Company's
outstanding voting stock is required to amend the fair price
provisions of the Restated Certificate of Incorporation.
The Company's Restated Certificate of Incorporation and By-Laws
contain certain other provisions which may be viewed as having an
antitakeover effect. The Restated Certificate of Incorporation
classifies the Board into three classes and provides that vacancies on
the Board of Directors are to be filled by a majority vote of
directors and that directors so chosen shall hold office until the end
of the full term of the class in which the vacancy occurred. A vote
of the holders of 75% of the Company's outstanding voting stock is
required to amend these provisions. Under the Delaware General
Corporation Law, directors of the Company may only be removed for
-21-
<PAGE>
cause. The Restated Certificate of Incorporation and the By-Laws also
contain provisions that may reduce surprise and disruptive tactics at
stockholders' meetings. The Restated Certificate of Incorporation
provides that no action may be taken by stockholders except at an
annual or special meeting, and does not permit stockholders to
directly call a special meeting of stockholders. A stockholder must
give written notice to the Company of an intention to nominate a
director for election at an annual meeting 90 days prior to the
anniversary date of the immediately preceding annual meeting. See
"Information Regarding Board of Directors and Committees." Each of
these provisions tends to make a change in control of the Board of
Directors more difficult or time consuming. The proposed amendment to
the Restated Certificate of Incorporation is not being recommended for
the purpose of deterring a possible change in control of the Company
or in response to any specific effort of which the Company is aware to
obtain control of the Company, nor does the Board of Directors
currently intend to propose to shareholders any amendments which may
have the effect of discouraging takeover attempts.
The affirmative vote of the holders of a majority of the
outstanding shares of Common Stock is required to approve the
amendment to the Restated Certificate of Incorporation to increase the
number of authorized shares of Common Stock of the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ADOPTION
OF THE AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED SHARES OF COMMON STOCK FROM 300,000,000 TO
400,000,000.
-22-
<PAGE>
PROPOSAL 3 -- APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Subject to ratification by the stockholders, the Board of
Directors has reappointed Arthur Andersen L.L.P. as independent
accountants to audit the consolidated financial statements of the
Company for the year 1995. The Board of Directors recommends a vote
in favor of ratification of the appointment. If the stockholders
should fail to ratify the appointment of the independent accountants,
the Board of Directors would reconsider the appointment.
It is expected that representatives of Arthur Andersen L.L.P.
will be present at the Annual Meeting, will have an opportunity to
make a statement if they desire to do so and will be available to
answer appropriate questions.
COMPLIANCE WITH FORMS 3, 4 AND 5 REPORTING REQUIREMENTS
Based solely upon its review of Forms 3, 4 and 5 and any
amendments thereto furnished to the Company pursuant to Section 16 of
the Securities Exchange Act of 1934, as amended, all of such Forms
were filed on a timely basis by reporting persons.
STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
To be considered for inclusion in next year's proxy materials,
stockholder proposals to be presented at of Company's 1996 Annual
Meeting must be in writing and be received by the Company no later
than November 17, 1995.
OTHER BUSINESS
The Board of Directors does not know of any business to be
brought before the Annual Meeting other than the matters described in
the Notice of Annual Meeting. However, if any other matters are
properly presented for action, it is the intention of each person
named in the accompanying proxy to vote said proxy in accordance with
his judgment on such matters.
By Order of the Board of
Directors,
RICHARD H. WOLFF
Secretary
March 17, 1994
A COPY OF THE COMPANY'S 1994 ANNUAL REPORT TO THE SECURITIES AND
EXCHANGE COMMISSION ON FORM 10-K WILL BE FURNISHED TO STOCKHOLDERS
FREE OF CHARGE UPON WRITTEN REQUEST TO THE OFFICE OF THE VICE
PRESIDENT-FINANCE OF THE COMPANY.
-23-
<PAGE>
APPENDIX
Form of proxy card for holders of Common Stock of the Company
-24-
<PAGE>
PROXY
-----
NEWELL CO.
Proxy Solicited by the Board of Directors
for Annual Meeting May 10, 1995
The undersigned hereby appoints William P. Sovey and William T.
Alldredge, and each of them, as proxies, with the powers the
undersigned would possess if personally present, and with full power
of substitution, to vote at the Annual Meeting of Stockholders of
NEWELL CO. to be held on May 10, 1995, and at any adjournments
thereof, on all matters coming before said meeting.
(1) Election of Directors.
Nominees: Thomas A. Ferguson, Jr., Allan P. Newell and
Elizabeth Cuthbert Millett
(2) Adoption of an amendment to the Restated Certificate of
Incorporation, as amended, of Newell Co. to increase the
number of authorized shares of Common Stock from
300,000,000 to 400,000,000.
(3) Ratification of the appointment of Arthur Andersen L.L.P.
as independent accountants for the year 1995.
(4) In their discretion, upon such other matters as may
properly come before this Annual Meeting.
You are encouraged to specify your choices by /////////////////
marking the appropriate boxes, SEE REVERSE SIDE, / /
but you need not mark any boxes if you wish to / SEE REVERSE /
vote in accordance with the Board of Directors / SIDE /
recommendations. Your shares cannot be voted / /
unless you sign and return this card. /////////////////
-25-
<PAGE>
X Please mark
___ your votes as
in this example.
When this Proxy is properly executed,, the shares to which it relates
will be voted in the manner directed herein. If no direction is made,
the shares will be voted FOR election of directors and FOR proposals 2
and 3.
<TABLE>
<S> <C>
The Board of Directors recommends a vote FOR election of directors and FOR proposals 2 and 3.
--------------------------------------------------------------------------------------------------------------------
FOR WITHHOLD For, except withhold vote from the following nominee(s)
1. Election of Directors _____ _____ __________________________________________________________
2. Adoption of amendment to Restated Certificate of FOR AGAINST ABSTAIN
Incorporation relating to increase in number of
authorized shares of Common Stock. (see reverse) _____ _____ _____
3. Ratification of independent accountants. FOR AGAINST ABSTAIN
_____ _____ _____
SIGNATURE(S)__________________________DATE________________________
NOTE: Please sign exactly as name appears hereon. Joint owners The signer hereby revokes all proxies
should each sign. When signing as attorney, executor, heretofore given by the signer to vote at
administrator, trustee or guardian, please give full said meeting or any adjournments thereof.
title as such.
--------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
[Map setting forth location of Annual Meeting.]
</TABLE>
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