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PROSPECTUS SUPPLEMENT PURSUANT TO RULE 424(b)(3)
(TO THE PROSPECTUS DATED MAY 14, 1998) REGISTRATION NO. 333-47261
10,000,000 PREFERRED SECURITIES
NEWELL LOGO NEWELL FINANCIAL TRUST I
5 1/4% CONVERTIBLE QUARTERLY INCOME PREFERRED SECURITIES
(CONVERTIBLE QUIPS(SM)* SECURITIES)
(LIQUIDATION PREFERENCE $50 PER PREFERRED SECURITY)
GUARANTEED TO THE EXTENT SET FORTH IN THE PROSPECTUS REFERENCED HEREIN BY,
AND CONVERTIBLE INTO COMMON STOCK OF,
NEWELL CO.
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This Prospectus Supplement supplements and amends the Prospectus dated May
14, 1998 (the "Prospectus") relating to (i) the 5 1/4% Convertible Quarterly
Income Preferred Securities (the "Preferred Securities"), which represent
preferred undivided beneficial ownership interests in the assets of Newell
Financial Trust I, a statutory business trust formed under the laws of the State
of Delaware, and (ii) the shares of common stock of Newell Co., a Delaware
corporation (the "Company"), $1.00 par value per share (the "Company Common
Stock"), issuable upon conversion of the Preferred Securities.
The paragraph beginning on page 55 of the Prospectus that immediately
precedes the table on pages 56 through 60 of the Prospectus is hereby amended to
read in its entirety as follows:
The following table (the "Selling Holder Table") shows the names of the
Selling Holders, the number of Preferred Securities owned by each of them
(according to information provided by such Selling Holders), which (except as
noted) is also the number of Preferred Securities that may be offered by each of
them pursuant to this Prospectus (as supplemented and amended), and the number
of shares of Company Common Stock issuable upon conversion of Preferred
Securities that may be offered by each of them pursuant to this Prospectus (as
supplemented and amended). Assuming all of the Preferred Securities offered
hereby are sold, then, except as otherwise noted, no Preferred Securities would
be owned by any of the Selling Holders after completion of the offering pursuant
to this Prospectus (as supplemented and amended).
The Selling Holder Table is hereby amended so that the following line items
read as follows:
<TABLE>
<CAPTION>
SHARES OF COMPANY
NUMBER OF COMMON STOCK
PREFERRED SECURITIES ISSUABLE UPON
OWNED AND CONVERSION OF
NAME OF SELLING HOLDER OFFERED HEREBY PREFERRED SECURITIES
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<C> <S> <C> <C>
50. Goldman, Sachs & Co......................................... 30,000 29,595
91. Merrill Lynch Pierce Fenner & Smith Inc..................... 62,013 61,175
103. Michigan Mutual Ins. Co..................................... 40,000 39,460
158. TQA Vantage Fund, Ltd....................................... 50,000 49,325
Total....................................................... 8,276,416 8,164,883
Additionally, the following new line items are hereby added to the Selling Holder Table:
176. Amerisure Companies/Michigan Mutual Insurance Company....... 8,000 7,892
177. Associated Electric & Gas Insurance Services Limited........ 13,000 12,824
178. General Motors Employees Domestic Group Benefit Trust....... 25,000 24,662
179. Lipper Convertibles, L.P.................................... 305,000 300,882
180. Smith Barney, Inc........................................... 25,000 24,662
</TABLE>
The Prospectus, together with this Prospectus Supplement, constitutes the
prospectus required to be delivered by Section 5(b) of the Securities Act of
1933, as amended, with respect to offers and sales of the Preferred Securities
and the Company Common Stock issuable upon conversion of the Preferred
Securities. All references in the Prospectus to "this Prospectus" are hereby
amended to read "this Prospectus (as supplemented and amended)".
SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS FOR A DISCUSSION
OF CERTAIN FACTORS TO BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE
OFFERED SECURITIES.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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* QUIPS is a servicemark of Goldman, Sachs & Co.
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The date of this Prospectus Supplement is June 5, 1998.
