As filed with the Securities and Exchange Commission on May 19, 1998.
REGISTRATION NO. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
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 (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
Newell Center Dale L. Matschullat
29 East Stephenson Street 4000 Auburn Street
Freeport, Illinois 61032 Rockford, Illinois 61125
(815) 235-4171 (815) 969-6101
(Address, Including Zip (Name, Address, Including Zip
Code, and Telephone Number, Code, and Telephone Number,
Including Area Code, of Including Area Code, of Agent
Registrant's Principal for Service)
Executive Offices)
With Copies to:
Andrea L. Horne, Esq. Thomas I. Webb, Jr., Esq.
Schiff Hardin & Waite Shumaker, Loop & Kendrick, LLP
7300 Sears Tower North Courthouse Square
Chicago, Illinois 60606 1000 Jackson
(312) 876-1000 Toledo, Ohio 43624
(419) 241-9000
______________
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
If the only 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/
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. /_/ ________________
<PAGE> 2
If this form is a post effective amendment filed pursuant to Rule
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. /_/
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE
--------------------------- ------------ ---------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, Par Value $1.00
Per Share (including Preferred 3,094,214 $46.91 $145,149,579 $42,820
Stock Purchase Rights) . . . .
</TABLE>
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) under the Securities Act of 1933
based on $46.91, the average of the high and low prices of the
Common Stock on May 14, 1998, as reported in the consolidated
reporting system. The value attributable to the Preferred Stock
Purchase Rights is reflected in the value attributable to the
Common Stock.
_________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF
1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT
BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MAY 19, 1998
PROSPECTUS
NEWELL CO.
3,094,214 SHARES
COMMON STOCK, $1.00 PAR VALUE PER SHARE
(INCLUDING RELATED PREFERRED STOCK PURCHASE RIGHTS)
The 3,094,214 shares of common stock, par value $1.00 per share
(the "Common Stock"), together with the Preferred Stock Purchase
Rights (the "Rights"), offered to the public hereby (collectively, the
"Shares") are outstanding shares of Newell Co., a Delaware corporation
(the "Company"), that may be sold by the Selling Stockholders as set
forth under "Selling Stockholders." The Company does not expect to
receive any part of the proceeds from the sale of the Shares. See
"Use of Proceeds." The Common Stock is listed on the New York Stock
Exchange (the "NYSE") and the Chicago Stock Exchange (the "CSE") under
the symbol NWL. On May 18, 1998, the closing sale price for the
Common Stock (as reported on the NYSE Composite Tape) was $46.25 per
Share.
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPEC-
TUS. ANY REPRESENTATION TO THE CON-
TRARY IS A CRIMINAL OFFENSE.
__________________
The Company has been advised that sales of the Shares may be made
from time to time by or for the account of the Selling Stockholders on
the NYSE or the CSE, in the over-the-counter market, in private
transactions, through broker-dealers or otherwise. Any such sales
will be made either at fixed prices, at market prices prevailing at
the time of sale, at varying prices determined at the time of sale or
at negotiated prices. Any broker-dealer may either act as agent for
the Selling Stockholders or may purchase any of the Shares as
principal and thereafter may sell such Shares from time to time in
transactions on the NYSE or the CSE or in the over-the-counter market
at prices prevailing at the time of sale or at negotiated prices.
_______________________________________
THE DATE OF THIS PROSPECTUS IS ___________, 1998.
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC").
The reports, proxy statements and other information filed by the
Company can be inspected and copied at prescribed rates at the public
reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SEC's Regional
Offices located at Seven World Trade Center, New York, New York 10048,
and the Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. The Common Stock is listed on the NYSE
and the CSE and such reports, proxy statements and other information
concerning the Company can be inspected at the offices of the NYSE, 20
Broad Street, New York, New York 10005 and at the offices of the CSE,
One Financial Place, 440 South LaSalle Street, Chicago, Illinois
60605-1070. Such material may also be accessed electronically by
means of the SEC's home page on the Internet at http://www.sec.gov.
The Company has filed with the SEC a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred
to as the "Registration Statement") under the Securities Act of 1933,
as amended (the "Securities Act") with respect to the securities
offered by this Prospectus. This Prospectus, which constitutes a part
of the Registration Statement, does not contain all of the information
set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the SEC. For
further information with respect to the Company and the securities
offered by this Prospectus, reference is made to the Registration
Statement and the financial statements and notes thereto incorporated
by reference as a part thereof, which are on file at the offices of
the SEC and may be obtained upon payment of the fee prescribed by the
SEC, or may be examined without charge at the offices of the SEC.
Statements made in this Prospectus concerning the contents of any
document referred to herein are not necessarily complete, and, in each
such instance, are qualified in all respects by reference to the
applicable documents filed with the SEC.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company pursuant to the
Exchange Act are hereby incorporated by reference:
(a) The Company's Annual Report on Form 10-K and Form
10K/A for the fiscal year ended December 31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998;
(c) The Company's Current Report on Form 8-K dated March 4,
1998;
<PAGE> 5
(d) The Company's Current Report on Form 8-K dated May
11, 1998;
(e) The description of the Common Stock contained in the
Company's Registration Statement on Form 8-B dated June 30,
1987;
(f) The description of the Rights contained in the
Company's Registration Statement on Form 8-A dated
October 25, 1988, including any amendment or report
filed for the purpose of updating such description; and
(g) All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all
securities offered have been sold or which
deregisters all securities then remaining unsold.
Any statement contained herein or in a document incorporated by
reference or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to
the extent that such statement is modified or superseded by any other
subsequently filed document which is incorporated or is deemed to be
incorporated by reference herein. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A
COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON THE WRITTEN OR ORAL
REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS WHICH
ARE INCORPORATED HEREIN BY REFERENCE, OTHER THAN EXHIBITS TO SUCH
DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE INTO SUCH DOCUMENTS). REQUESTS FOR SUCH COPIES SHOULD BE
DIRECTED TO: RICHARD H. WOLFF, SECRETARY, NEWELL CO., 4000 AUBURN
STREET, ROCKFORD, ILLINOIS 61125 (TELEPHONE: (815) 969-6111).
FORWARD-LOOKING STATEMENTS
Certain of the matters discussed in this Prospectus and in the
documents incorporated by reference herein may constitute forward-
looking statements as defined by the Private Securities Litigation
Reform Act of 1995 (the "Reform Act"). Such forward-looking
statements may relate to, but are not limited to, such matters as
sales, income, earnings per share, return on equity, capital
expenditures, dividends, capital structure, free cash flow, debt to
capitalization ratios, internal growth rates, future economic
performance, management's plans, goals and objectives for future
operations and growth or the assumptions relating to any of the
forward-looking information. Such statements generally are
accompanied by words such as "intend," "anticipate," "believe,"
<PAGE> 6
"estimate," "project," "expect," "should" or similar statements. The
Company cautions that forward-looking statements are not guarantees
since there are inherent difficulties in predicting future results,
and that actual results could differ materially from those expressed
or implied in the forward-looking statements. Factors that could
cause actual results to differ include, but are not limited to, those
discussed below and the matters set forth in this Prospectus and the
documents incorporated by reference herein. This section is included
pursuant to the Reform Act and with the intention of obtaining the
benefits of the so-called "safe harbor" provisions of the Reform Act.
RETAIL ECONOMY
The Company's business depends on the strength of the retail
economies in various parts of the world, primarily in the U.S. and to
a lesser extent in Asia (including Australia and New Zealand), Canada,
Europe (including the Middle East and Africa) and Latin America
(including Mexico and Central America), which are affected by such
factors as consumer demand, the condition of the consumer products
retail industry and weather conditions. In recent years, the consumer
products retail industry has been characterized by intense competition
and consolidation among both product suppliers and retailers.
NATURE OF THE MARKET PLACE
The Company competes with numerous other manufacturers and
distributors of consumer products, many of which are large and well
established. In addition, the Company's principal customers are
volume purchasers, many of which are much larger than the Company and
have strong bargaining power with suppliers. The rapid growth of
large mass merchandisers, such as discount stores, warehouse clubs,
home centers and office superstores, together with changes in consumer
shopping patterns, have contributed to a significant consolidation of
the retail industry and the formation of dominant multi-category
retailers. Other trends among retailers are to require manufacturers
to maintain or reduce product prices or deliver products with shorter
lead times, or for the retailers to import generic products directly
from foreign sources. The combination of these market influences has
created an intensely competitive environment in which the Company's
principal customers continuously evaluate which product suppliers to
use, resulting in pricing pressures and the need for ongoing
improvements in customer service.
GROWTH BY ACQUISITION
The acquisition of companies that sell branded, staple consumer
product lines to volume purchasers is one of the foundations of the
Company's growth strategy. The Company's ability to continue to make
sufficient strategic acquisitions at reasonable prices and to
integrate the acquired business within a reasonable period of time are
important factors in the Company's future earnings growth.
<PAGE> 7
FOREIGN OPERATIONS
Foreign operations, which include manufacturing in Canada,
Mexico, Colombia, Venezuela and many countries in Europe and importing
products from the Far East, increasingly are becoming important to the
Company's business. Foreign operations can be affected by factors
such as currency devaluation and other currency fluctuations, tariffs,
nationalization, exchange controls, limitations on foreign investment
in local businesses and other political, economic and regulatory
risks.
THE COMPANY
The Company is a manufacturer and full-service marketer of staple
consumer products sold to high-volume purchasers, including discount
stores and warehouse clubs, home centers and hardware stores, and
office superstores and contract stationers. The Company's basic
business strategy is to merchandise a multi-product offering of brand
name consumer products, which are concentrated in product categories
with relatively steady demand not dependent on changes in fashion,
technology or season, and to differentiate itself by emphasizing
superior customer service. The Company's multi-product offering
consists of staple consumer products in three major product groups:
Hardware and Home Furnishings, Office Products, and Housewares.
The Company's growth strategy emphasizes acquisitions and
internal growth. The Company has grown both domestically and
internationally by acquiring businesses with brand name product lines
and improving the profitability of such businesses through an
integration process called "Newellization." The Company supplements
acquisition growth with internal growth, principally by introducing
new products, entering new domestic and international markets, adding
new customers, cross-selling existing product lines to current
customers and supporting its U.S.-based customers' international
expansion.
The Company's principal corporate offices are located at the
Newell Center, 29 East Stephenson Street, Freeport, Illinois 61032,
and its telephone number is (815) 235-4171.
SELLING STOCKHOLDERS
The Shares covered by this Prospectus are being offered by or for
the account of the Selling Stockholders listed in the table below (the
"Selling Stockholders"). The Selling Stockholders were executive
officers, directors and/or stockholders of CALPHALON Corporation, an
Ohio corporation ("Calphalon") which became a wholly-owned subsidiary
of the Company on May 7, 1998, as a result of the merger of a wholly
owned subsidiary of the Company into Calphalon (the "Merger").
Pursuant to the Merger, all of the outstanding shares of common stock
of Calphalon owned by the Selling Stockholders were converted into the
Shares. Except as a result of their respective stock ownership of,
and positions with, Calphalon prior to its acquisition by the Company,
<PAGE> 8
none of the Selling Stockholders or any of their affiliates has had
within the past three years any material relationship with the Company
or any of its affiliates.
The Selling Stockholders currently hold 2,966,486 Shares.
Pursuant to the terms and conditions of an Escrow Agreement, dated May
7, 1998 (the "Escrow Agreement"), between the Company, the Selling
Stockholders and Firstar Trust Company (the "Escrow Agent"), the
Selling Stockholders have the right to receive up to an additional
127,728 Shares. The Escrow Agreement will terminate (i) with respect
to 63,864 of such Shares, on the earlier of May 7, 1999 and the date
on which the Company's independent accountants issue their report with
respect to the Company's audited consolidated financial statements for
the fiscal year ending December 31, 1998, and (ii) with respect to the
remaining 63,864 of such Shares, on May 7, 2000. Pursuant to the terms
of the Escrow Agreement, the Selling Stockholders may direct the
Escrow Agent to sell, pursuant to this Prospectus and through brokers
designated by the Selling Stockholders, all or any part of the Shares
subject to the Escrow Agreement prior to the termination of the Escrow
Agreement, provided that the proceeds from the sale of the Shares are
immediately redeposited in the escrow account until the applicable
termination of the Escrow Agreement.
The following table sets forth certain information as of May 14,
1998 with respect to the shares of Common Stock held by each Selling
Stockholder:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES SHARES BENEFICIALLY
OWNED PRIOR TO BEING OWNED AFTER THE
NAME THE OFFERING(1) OFFERED(1) OFFERING(2)
---- --------------- ---------- ------------------
<S> <C> <C> <C>
Peter T. Barnhart 115,448 <F3> 16,478 98,970 <F3>
Jeffrey E. Cooley 527,712 <F4> 527,712 <F4> -0-
Dean P. Kasperzak (5) 630,745 <F6> 630,745 <F6> -0-
Sara Jane Kasperzak (5) 2,018,412 <F7> 2,018,412 <F7> -0-
Thomas I. Webb, Jr. 3,900 3,900 -0-
Key Trust Company of Ohio, 618,199 <F8> 618,199 <F8> -0-
N.A., f.b.o. Ronald M.
Kasperzak Marital Trust B
___________________________________
<F1> Includes Shares held pursuant to the Escrow Agreement as
described above.
<F2> Assumes that all of the Shares being offered are sold by the
Selling Stockholders pursuant to this Prospectus. As required by
its agreement with the Selling Stockholders, the Company intends
to keep the Registration Statement effective until one year after
the date of this Prospectus. Accordingly, it is currently
anticipated that unsold Shares could thereafter be sold in
reliance upon Rule 144 under the Securities Act.
<PAGE> 9
(3) Peter Barnhart has the right to acquire 98,970 of the shares
of Common Stock referenced upon the exercise of currently
exercisable options which were granted to him under the
Company's Amended 1993 Stock Option Plan in connection with the
Merger in exchange for his options to acquire shares of
Calphalon's stock.
(4) Includes (i) 26,132 Shares held in Jeffrey Cooley's IRA Rollover
Account established with McDonald & Company Securities, Inc. and
(ii) 28,862 Shares held in Calphalon's 401(k) Retirement Plan.
(5) Sara Jane Kasperzak is the step-mother of Dean Kasperzak, but
each of them disclaims any beneficial ownership in the Shares
held by the other.
(6) Includes 103,033 Shares held by Key Trust Company of Ohio, N.A.
("Key Trust") as Trustee of the Ronald M. Kasperzak Marital Trust
B (the "Marital Trust B") created under the Ronald M. Kasperzak
Amended Trust Agreement, dated April 12, 1989, which, upon the
death of Sara Jane Kasperzak, Dean Kasperzak will inherit.
(7) Includes 618,199 Shares held by Key Trust as Trustee of the
Marital Trust B, under which Sara Jane Kasperzak is the lifetime
income beneficiary.
(8) Key Trust, as Trustee of the Marital Trust B, currently has the
power to vote and, subject to the terms of the Escrow Agreement,
dispose of, the Shares referenced.
USE OF PROCEEDS
The Selling Stockholders will receive all of the proceeds from
any sale of the Shares. The Company does not expect to receive any
proceeds from the sale of the Shares, although, as a result of the
operation of the Escrow Agreement, the Company may become entitled to
receive proceeds from the sale of some or all of the Shares held in
escrow, if required to satisfy the Selling Stockholders'
indemnification obligations in connection with the Merger. If and to
the extent the Company receives proceeds from the sale of Shares, it
intends to use such proceeds for general corporate purposes.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time to purchasers directly
by the Selling Stockholders. Alternatively, the Selling Stockholders
may from time to time offer the Shares to or through underwriters,
broker-dealers or agents, who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Stockholders or the purchasers of such securities for whom they may
act as agents. The Selling Stockholders and any underwriters, broker-
dealers or agents that participate in the distribution of the Shares
may be deemed to be "underwriters" within the meaning of the
Securities Act and any profit on the sale of such securities and any
<PAGE> 10
discounts, commissions, concessions or other compensation received by
any such underwriter, broker-dealer or agent may be deemed to be
underwriting discounts and commissions under the Securities Act. The
Shares may be sold from time to time in one or more transactions at
fixed prices, at prevailing market prices at the time of sale, at
varying prices determined at the time of sale or at negotiated prices.
The sale of the Shares may be effected in transactions (which may
involve crosses or block transactions) (a) on any national securities
exchange or quotation service on which the Shares may be listed or
quoted at the time of sale, (b) in the over-the-counter market or (c)
otherwise than on such exchanges or in the over-the-counter market.
To comply with the securities laws of certain jurisdictions, if
applicable, the Shares will be offered or sold in such jurisdictions
only through registered or licensed brokers or dealers. In addition,
in certain jurisdictions the Shares may not be offered or sold unless
they have been registered or qualified for sale in such jurisdictions
or any exemption from registration or qualification is available and
is complied with.
The Selling Stockholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, which
provisions may limit the timing of purchases and sales of any of the
Shares by the Selling Stockholders. The foregoing may affect the
marketability of such securities.
The Selling Stockholders will be indemnified by the Company
against certain liabilities, including certain liabilities under the
Securities Act, or will be entitled to contribution in connection
therewith. The Company will be indemnified by the Selling
Stockholders against certain liabilities, including certain
liabilities under the Securities Act, or will be entitled to
contribution in connection therewith.
LEGAL OPINION
The legality of the Shares offered hereby has been passed upon
for the Company by Schiff Hardin & Waite, 7300 Sears Tower, Chicago,
Illinois 60606. Schiff Hardin & Waite has advised the Company that a
member of the firm participating in the representation of the Company
in this offering owns approximately 3,800 shares of Common Stock of
the Company.
EXPERTS
The Consolidated Financial Statements of the Company incorporated
by reference herein from the Company's Annual Report on Form 10-K
have been incorporated by reference herein in reliance upon the
reports of Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and upon the authority
of said firm as experts in accounting and auditing.
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth an itemized statement of all
expenses in connection with the distribution of the securities being
registered hereby. All amounts shown below are estimates, except the
registration fee.
Registration fee of Securities and Exchange Commission . $ 42,820
Stock Exchange Listing Fees . . . . . . . . . . . . . . . 18,330
Accountants' fees and expenses . . . . . . . . . . . . . . 5,000
Legal fees and expenses . . . . . . . . . . . . . . . . . 10,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . 850
--------
Total . . . . . . . . . . . . . . . . . . . . . . $ 77,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated Certificate of Incorporation and By-Laws of the
registrant provide for indemnification by the registrant of each of
its directors and officers to the fullest extent permitted by law for
liability (including liability arising under the Securities Act) of
such director or officer arising by reason of his or her status as a
director or officer of the registrant, provided that he or she met the
standards established in the Restated Certificate of Incorporation,
which include requirements that he or she acted in good faith and in a
manner he or she reasonably believed to be in the registrant's best
interest. The registrant will also advance expenses prior to final
disposition of an action, suit or proceeding upon receipt of an
undertaking by the director or officer to repay such amount if the
director or officer is not entitled to indemnification. All rights to
indemnification and advancement of expenses are deemed to be a
contract between the registrant and its directors and officers. The
determination that a director or officer has met the standards
established in the Restated Certificate of Incorporation and By-Laws
may be made by majority vote of a quorum consisting of disinterested
directors, an opinion of counsel (regardless of whether such quorum is
available), a majority vote of stockholders, or a court (which may
also overturn any of the preceding determinations). The registrant
has purchased insurance against liabilities of directors or officers,
as permitted by the Restated Certificate of Incorporation and By-Laws.
The registrant also has entered into indemnification agreements with
each of its directors and officers which provide that the directors
and officers will be entitled to their indemnification rights as they
existed at the time they entered into the agreement, regardless of
subsequent changes in the registrant's indemnification policy.
<PAGE> 12
Pursuant to the registration rights agreement, dated May 7, 1998,
between the Company and the Selling Stockholders, the Company has
agreed to indemnify the Selling Stockholders and the officers,
directors, agents and employees of each Selling Stockholder, and the
Selling Stockholders have agreed to indemnify the Company and its
officers, directors, agents and employees, against certain
liabilities, including certain liabilities under the Securities Act.
ITEM 16. EXHIBITS
The Exhibits filed herewith are set forth on the Index to
Exhibits filed as a part of this Registration Statement on page II-5
hereof.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(b) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(c) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs 1(a) and 1(b) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in the registration statement;
2. That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
3. To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
<PAGE> 13
4. That, for purposes of determining any liability under
the Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act, that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the 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 15th day of May, 1998.
NEWELL CO.
(Registrant)
By: /s/ William T. Alldredge
------------------------------
William T. Alldredge
Vice President - Finance
Each person whose signature appears below appoints John J.
McDonough and William T. Alldredge or either of them, as such person's
true and lawful attorneys to execute in the name of each such person,
and to file, any amendments to this Registration Statement that either
of such attorneys shall deem necessary or advisable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission with respect thereto, in connection with this Registration
Statement, which amendments may make such changes in such Registration
Statement as either of the above-named attorneys deems appropriate,
and to comply with the undertakings of the Registrant made in
connection with this Registration Statement; and each of the
undersigned hereby ratifies all that either of said attorneys shall do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
</TABLE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ John J. McDonough Executive Officer (Principal Executive May 15, 1998
------------------------------- Officer) and Director
John J. McDonough
/s/ Thomas A. Ferguson, Jr. President and Chief Operating Officer and May 15, 1998
------------------------------- Director
Thomas A. Ferguson, Jr.
/s/ Donald L. Krause Senior Vice President - Corporate Controller May 15, 1998
------------------------------- (Principal Accounting Officer)
Donald L. Krause
<PAGE> 15
SIGNATURE TITLE DATE
--------- ----- ----
/s/ William T. Alldredge Vice President - Finance (Principal May 15, 1998
------------------------------- Financial Officer)
William T. Alldredge
/s/ William P. Sovey Chairman of the Board of Directors May 15, 1998
-------------------------------
William P. Sovey
/s/ Alton F. Doody Director May 15, 1998
-------------------------------
Alton F. Doody
/s/ Gary H. Driggs Director May 15, 1998
-------------------------------
Gary H. Driggs
Director
-------------------------------
Daniel C. Ferguson
/s/ Robert L. Katz Director May 15, 1998
-------------------------------
Robert L. Katz
/s/ Elizabeth Cuthbert Millett Director May 15, 1998
-------------------------------
Elizabeth Cuthbert Millett
Director
-------------------------------
Cynthia A. Montgomery
/s/ Allan P. Newell Director May 15, 1998
-------------------------------
Allan P. Newell
/s/ Henry B. Pearsall Director May 15, 1998
-------------------------------
Henry B. Pearsall
</TABLE>
<PAGE> 16
INDEX TO EXHIBITS
EXHIBIT
INDEX EXHIBIT
-------
5.1 Opinion of Schiff Hardin & Waite
12.1 Computation of Ratio of Earnings to Fixed Charges of
Newell Co. (incorporated by reference to Exhibit 12 to
the Company's Quarterly Report on Form 10-Q for the
three months ended March 31, 1998)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Schiff Hardin & Waite (contained in their
opinion filed as Exhibit 5.1)
24.1 Powers of attorney (set forth on the signature page of
this Registration Statement)
EXHIBIT 5.1
-----------
SCHIFF HARDIN & WAITE
7300 Sears Tower, Chicago, IL 60606
------------------------------------
May 14, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
RE: NEWELL CO.
REGISTRATION STATEMENT ON FORM S-3
----------------------------------
Ladies and Gentlemen:
We are acting as counsel for Newell Co., a Delaware corporation
(the "Company"), in connection with the Company's filing of a
Registration Statement on Form S-3 (the "Registration Statement") with
the Securities and Exchange Commission covering the registration of
3,094,214 shares of common stock, par value $1.00 per share, of the
Company and the related Preferred Stock Purchase Rights attached
thereto (collectively the "Shares") which are being offered for the
account of certain selling stockholders of the Company.
In this connection we have examined such documents and have made
such factual and legal investigations as we have deemed necessary or
appropriate for the purpose of this opinion.
Based upon the foregoing, it is our opinion that the Shares have
been validly authorized and are legally issued, fully paid and non-
assessable. We draw to your attention, however, that the Wisconsin
Supreme Court has held that the provisions of a predecessor of Section
180.0622 of the Wisconsin Business Corporation Law relating to
shareholders' liability for employee wages are applicable to foreign
corporations qualified to do business in the State of Wisconsin, such
as the Company.
We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement and to the reference to us under the
caption "Legal Opinion" in the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Stuart L. Goodman
-------------------------
Stuart L. Goodman
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 27, 1998 included and incorporated by reference
in Newell Co.'s Form 10-K and Form 10-K/A for the year ended December
31, 1997 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
--------------------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
May 12, 1998
