<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-82829
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MARCH 14, 2000)
$749,500,000
NEWELL RUBBERMAID INC.
MEDIUM-TERM NOTES
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
---------------------
THE COMPANY: Newell Rubbermaid Inc. Our principal executive office is
located at 29 East Stephenson Street, Newell Center, Freeport, Illinois 61032
and our telephone number is (815) 235-4171.
TERMS: We plan to offer and sell notes with various terms. In summary:
<TABLE>
<S> <C>
- - We will offer notes generally described in - We will specify the terms and conditions of
this prospectus supplement from time to time. each issue of notes, which may be different
from terms described in this prospectus
supplement, in a pricing supplement.
- - The notes will be senior unsecured debt - The notes will have stated maturities of nine
securities of Newell. months or more from the date they are
originally issued.
- - We will pay amounts due on the notes in U.S. - The notes may bear interest at fixed or
dollars or any other consideration described floating rates or not at all. If the notes bear
in the applicable pricing supplement. interest at a floating rate, the floating
rate may be based on one or more indices or
formulas plus or minus a spread or multiplied
by a spread multiplier.
- - We will specify in the pricing supplement - The notes will be offered in minimum
whether the notes can be redeemed or repaid denominations of $1,000.
before their maturity and whether they are
subject to mandatory redemption or at the
option of Newell or the holder of the notes.
</TABLE>
INVESTING IN THE NOTES INVOLVES CERTAIN RISKS.
SEE "RISK FACTORS" ON PAGE S-3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement, the accompanying prospectus or any pricing supplement is
truthful or complete. Any representation to the contrary is a criminal offense.
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PUBLIC
OFFERING AGENT'S DISCOUNTS PROCEEDS, BEFORE EXPENSES,
PRICE AND COMMISSIONS TO NEWELL
----------------- -------------------------- --------------------------------
<S> <C> <C> <C>
Per note....................... 100% .125%--.750% 99.875%--99.250%
Total (1)...................... U.S. $749,500,000 $936,875--$5,621,250 $748,563,125--$743,878,750
</TABLE>
- ------------------------
(1) Or the equivalent in one or more other currencies or composite currencies.
We may sell notes to the agents referred to below as principal for resale at
varying or fixed offering prices or through the agents as agents, using their
reasonable efforts on our behalf. We may also sell notes without the assistance
of the agents.
If we sell other securities referred to in the accompanying prospectus, the
aggregate initial offering price of notes that we may offer and sell under this
prospectus supplement may be reduced.
------------------------
BANC ONE CAPITAL MARKETS, INC.
CHASE SECURITIES INC.
GOLDMAN, SACHS & CO.
MORGAN STANLEY DEAN WITTER
----------------
The date of this prospectus supplement is March 14, 2000.
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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the attached prospectus contain information
about Newell and about the notes. They also refer to information contained in
other documents filed by Newell with the Securities and Exchange Commission.
References to this prospectus supplement or the prospectus also means the
information contained in such other documents. To the extent that information
appearing in a later filed document is inconsistent with prior information, the
later statement will control. If this prospectus supplement is inconsistent with
the prospectus, rely on this prospectus supplement.
You should rely only on the information contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus and any
pricing supplement. We have not authorized any other person to provide you with
different or additional information. If anyone provides you with different or
additional information, you should not rely on it. We are not making an offer to
sell these securities and are not soliciting an offer to buy these securities in
any jurisdiction where the offer or sale of these securities is not permitted.
You should not assume that the information contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus and any
pricing supplement is accurate as of any date other than the date on the front
cover of the applicable document.
TABLE OF CONTENTS
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PROSPECTUS SUPPLEMENT PAGE
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Risk Factors................................................ S-3
Description of the Notes.................................... S-4
United States Federal Income Taxation....................... S-23
Plan of Distribution........................................ S-30
Validity of the Notes....................................... S-31
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PROSPECTUS PAGE
- ---------- --------
Newell Rubbermaid Inc.. 2
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Where You Can Find More Information......................... 2
Use of Proceeds............................................. 3
Ratio of Earnings to Fixed Charges.......................... 3
Description of Debt Securities.............................. 4
Particular Terms of the Senior Debt Securities.............. 11
Particular Terms of the Subordinated Debt Securities........ 15
Description of Capital Stock................................ 16
Plan of Distribution........................................ 18
Legal Opinion............................................... 19
Experts..................................................... 19
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References in this prospectus supplement to "Newell," "we," "us" and "our"
are to Newell Rubbermaid Inc.
S-2
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RISK FACTORS
Your investment in the notes involves certain risks. In consultation with
your own financial and legal advisers, you should carefully consider, among
other matters, the following discussion of risks before deciding whether an
investment in the notes is suitable for you. The notes are not an appropriate
investment for you if you are unsophisticated with respect to financial matters
and investments in securities of substantially the same type as the notes.
STRUCTURE RISKS OF NOTES INDEXED TO INTEREST RATES OR OTHER INDICES OR FORMULAS
If you invest in notes indexed to one or more interest rates or other
indices or formulas, there will be significant risks not associated with a
conventional fixed rate or floating rate debt security. These risks include
fluctuation of the indices or formulas and the possibility that you will receive
a lower or no amount of principal, premium or interest and at different times
than you expected. We have no control over a number of matters, including
economic, financial and political events, that are important in determining the
existence, magnitude and longevity of these risks and their results. In
addition, if an index or formula used to determine any amounts payable in
respect of the notes contains a multiplier or leverage factor, the effect of any
change in that index or formula will be magnified. In recent years, values of
certain indices and formulas have been volatile and volatility in those and
other indices and formulas may be expected in the future. However, past
experience is not necessarily indicative of what may occur in the future.
REDEMPTION MAY ADVERSELY AFFECT YOUR RETURN ON THE NOTES
If your notes are redeemable at our option or are otherwise subject to
mandatory redemption, we may, in the case of optional redemption, or must, in
the case of mandatory redemption, choose to redeem your notes at times when
prevailing interest rates may be relatively low. Accordingly, you may not be
able to reinvest the redemption proceeds in a comparable security at an
effective interest rate as high as that of the notes.
THERE MAY BE AN UNCERTAIN TRADING MARKET FOR YOUR NOTES; MANY FACTORS MAY AFFECT
THE TRADING VALUE OF YOUR NOTES
We cannot assure you a trading market for your notes will ever develop or be
maintained. Many factors independent of our creditworthiness may affect the
trading market of your notes. These factors include:
- the complexity and volatility of the index or formula applicable to the
notes,
- the method of calculating the principal, premium and interest in respect
of the notes,
- the time remaining to the maturity of the notes,
- the outstanding amount of the notes,
- the redemption features of the notes,
- the amount of other debt securities linked to the index or formula
applicable to the notes, and
- the level, direction and volatility of market interest rates generally.
In addition, because some notes may be designed for specific investment
objectives or strategies, these notes will have a more limited trading market
and experience more price volatility. There may be a limited number of buyers
when you decide to sell your notes. This may affect the price you receive for
your notes or your ability to sell your notes at all. You should not purchase
notes unless you understand and know you can bear the related investment risks.
S-3
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OUR CREDIT RATINGS MAY NOT REFLECT ALL RISKS OF AN INVESTMENT IN THE NOTES
Our credit ratings are an assessment of our ability to pay our obligations.
Consequently, real or anticipated changes in our credit ratings will generally
affect the market value of your notes. Our credit ratings, however, may not
reflect the potential impact of risks related to structure, market or other
factors discussed above on the value of your notes.
DESCRIPTION OF THE NOTES
The notes will be issued as a series of debt securities under a senior
indenture, dated as of November 1, 1995, (the "indenture"), between Newell and
The Chase Manhattan Bank, as trustee (as used in this prospectus supplement, the
"trustee"). The indenture is subject to, and governed by, the Trust Indenture
Act of 1939. The term "debt securities," as used in this prospectus supplement,
refers to all debt securities issued and issuable from time to time under the
indenture and includes the notes. The debt securities and the trustee are more
fully described in the accompanying prospectus in the section entitled
"Description of Debt Securities." The following summary of certain provisions of
the notes and of the indenture is not complete and is qualified in its entirety
by reference to the indenture, a copy of which is incorporated as an exhibit to
the registration statement of which this prospectus supplement and the
accompanying prospectus are a part. Capitalized terms used but not defined in
this prospectus supplement or in the related prospectus have the meanings given
to them in the indenture or the notes, as the case may be.
The following description of notes will apply unless otherwise specified in
an applicable pricing supplement.
TERMS OF THE NOTES
All debt securities, including the notes, issued and to be issued under the
indenture will be unsecured general obligations of Newell and will rank equally
with all other unsecured and unsubordinated indebtedness of Newell from time to
time outstanding. Because Newell is a holding company, the right of Newell, and
its creditors, including the holders of the notes, to participate in any
distribution of the assets of any subsidiary upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of Newell itself
as a creditor of the subsidiary may be recognized.
The indenture does not limit the aggregate principal amount of debt
securities that Newell may issue. Newell may issue debt securities from time to
time as a single series or in two or more separate series up to the aggregate
principal amount from time to time authorized by Newell for each series. We may,
from time to time, without the consent of the holders of the notes, provide for
the issuance of notes or other debt securities under the indenture in addition
to the aggregate principal amount of notes offered by this prospectus
supplement. Substantially all of Newell's consolidated accounts payable
represent obligations of Newell's subsidiaries, and as of December 31, 1999, the
aggregate principal amount of money borrowed by Newell's consolidated
subsidiaries equaled approximately $275.2 million (the current portion of which
was approximately $100.4 million). The aggregate principal amount of notes which
may be offered by this prospectus supplement may be reduced by the issuance by
Newell of other securities under the registration statement of which this
prospectus supplement and the accompanying prospectus are a part.
The notes will be offered on a continuing basis and will mature on a day
nine months or more from the date of issue, as selected by the purchaser and
agreed to by Newell. Interest-bearing notes will either be Fixed Rate Notes or
Floating Rate Notes, as specified in the applicable pricing supplement. Notes
may be issued at significant discounts from their principal amount payable at
stated maturity, or on any date before the date on which the principal or an
installment of principal of a note becomes due and payable, whether by the
declaration of acceleration, call for redemption at the option of
S-4
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Newell or repayment at the option of the holder, if applicable, or otherwise
(each such date, a "Maturity"). Some notes may not bear interest.
Unless otherwise indicated in a note and in the applicable pricing
supplement, the notes will be denominated in United States dollars and payments
of principal of, and premium, if any, and interest on, the notes will be made in
United States dollars.
Interest rates offered by Newell with respect to the notes may differ
depending upon, among other factors, the aggregate principal amount of notes
purchased in any single transaction. Notes with different variable terms other
than interest rates may also be offered concurrently to different investors.
Interest rates, interest rate formulas and other variable terms of the notes
are subject to change by Newell from time to time, but no such change will
affect any note already issued or as to which Newell has accepted an offer to
purchase.
Each note will be issued in fully registered book-entry form or certificated
form, in minimum denominations of $1,000 and integral multiples of $1,000,
unless otherwise specified in the applicable pricing supplement. Notes in book-
entry form may be transferred or exchanged only through a participating member
of The Depository Trust Company (or DTC), or such other depository as is
identified in an applicable pricing supplement (the "Depository"). See "Notes in
Book-Entry Form". Registration of transfer of notes in certificated form will be
made at the Corporate Trust Office of the trustee. No service charge will be
made for any registration of transfer or exchange of notes, but Newell may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection with any transfer or exchange, other than exchanges
pursuant to the indenture not involving any transfer.
Payments of principal of, and premium and interest, if any, on notes in
book-entry form will be made by Newell through the trustee to the Depository or
its nominee. See "Notes in Book-Entry Form".
In the case of notes in certificated form, payment of principal or premium,
if any, at the Maturity of each note will be made in immediately available funds
upon presentation of the note and, in the case of any repayment on an Optional
Repayment Date, upon submission of a duly completed election form if and as
required by the provisions described below at the Corporate Trust Office of the
trustee in the Borough of Manhattan, The City of New York, or at any other place
as Newell may designate. Payment of interest due at Maturity will be made to the
person to whom payment of the principal of the note in certificated form will be
made. Payment of interest due on notes in certificated form other than at
Maturity will be made at the Corporate Trust Office of the trustee or, at the
option of Newell, may be made by check mailed to the address of the person
entitled to receive payment as the address shall appear in the security register
for the senior debt securities. Notwithstanding the immediately preceding
sentence, a holder of $10,000,000 or more in aggregate principal amount of notes
in certificated form, whether having identical or different terms and
provisions, having the same Interest Payment Date will, at the option of Newell,
be entitled to receive interest payments, other than at Maturity, by wire
transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the trustee not less than 15 days
prior to the applicable Interest Payment Date. Any wire instructions received by
the trustee shall remain in effect until revoked by the holder.
TRANSACTION AMOUNT
Interest rates offered by Newell with respect to the notes may differ
depending upon, among other things, the aggregate principal amount of notes
purchased in any transaction. Newell may offer notes with similar variable terms
but different interest rates concurrently at any time. Newell may also
concurrently offer notes having different variable terms as are described in
this prospectus supplement or in any pricing supplement to different investors.
S-5
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REDEMPTION AT THE OPTION OF NEWELL
Unless we otherwise indicate in the applicable pricing supplement, the notes
will not be subject to any sinking fund. The notes will be redeemable at the
option of Newell prior to their stated maturity only if so specified in the
applicable notes and in the applicable pricing supplement. If so indicated in
the applicable pricing supplement, notes will be subject to redemption at the
option of Newell on any date on and after the applicable Initial Redemption Date
specified in the applicable pricing supplement. On and after the Initial
Redemption Date, if any, the related note may be redeemed at any time in whole
or from time to time in part at the option of Newell at the applicable
Redemption Price together with accrued and unpaid interest on the applicable
note payable to the Redemption Date, on notice given, unless otherwise specified
in the applicable pricing supplement, not more than 60 nor less than 30 days
prior to the Redemption Date. The notes will be redeemed in increments of
$1,000, provided that any remaining principal amount will be an authorized
denomination of the applicable note. Unless otherwise specified in the
applicable pricing supplement, "Redemption Price" with respect to a note will
initially mean a percentage, the Initial Redemption Percentage, of the principal
amount of the note to be redeemed specified in the applicable pricing supplement
and shall decline at each anniversary of the Initial Redemption Date by a
percentage, the Annual Redemption Percentage Reduction, if any, specified in the
applicable pricing supplement, of the principal amount to be redeemed until the
Redemption Price is 100% of the unpaid principal amount.
REPAYMENT AT THE OPTION OF THE HOLDER
If so indicated in an applicable pricing supplement, notes will be repayable
by Newell prior to their stated maturity in whole or in part at the option of
the holders of the notes on their respective Optional Repayment Dates specified
in the applicable pricing supplement. If no Optional Repayment Date is indicated
with respect to a note, it will not be repayable at the option of the holder
prior to its stated maturity. Any repayment in part will be in an amount equal
to $1,000 or integral multiples of $1,000, provided that any remaining principal
amount will be an authorized denomination of the applicable note. The repurchase
price for any note so repurchased will be 100% of the unpaid principal amount,
together with accrued but unpaid interest on the applicable note payable to the
date of repayment.
For a note to be repaid, the trustee must receive at its office in the
Borough of Manhattan, the City of New York at least 30, but not more than 60,
calendar days before the date of repayment:
- for certificated notes, the note and a completed "Option to Elect
Repayment" form;
- for book-entry notes, instructions to similar effect from the applicable
beneficial owner of the notes to the Depository and forwarded by the
Depository.
Notices of elections from a holder to exercise the repayment option must be
received by the trustee by 5:00 p.m., New York City time, on the last day for
giving notice. Exercise of the repayment option by the holder of a note will be
irrevocable.
Only the Depository may exercise any repayment option in respect of global
securities representing notes in book-entry form. Accordingly, beneficial owners
of global securities with such a repayment option that desire to have all or any
portion of the notes in book-entry form represented by global securities repaid
must instruct the participant through which they own their interest to direct
the Depository to exercise the repayment option on their behalf by forwarding
the repayment instructions to the trustee as discussed above. In order to ensure
that the instructions are received by the trustee on a particular day, the
applicable beneficial owner must so instruct the participant through which it
owns its interest before that participant's deadline for accepting instructions
for that day. Different firms may have different deadlines for accepting
instructions from their customers. Accordingly, beneficial owners of notes in
book-entry form should consult the participants through which they own their
interest for
S-6
<PAGE>
the respective deadlines. All instructions given to participants from beneficial
owners of notes in book-entry form relating to the option to elect repayment
will be irrevocable.
If applicable, Newell will comply with the requirements of Section 14(e) of
the Securities Exchange Act of 1934 and the rules promulgated thereunder and any
other securities laws or regulations in connection with any repayment at the
option of the holder.
Newell may at any time purchase notes at any price or prices in the open
market or otherwise. Notes so purchased by Newell may, at the discretion of
Newell, be held, resold or surrendered to the trustee for cancellation.
INTEREST
Unless otherwise specified in the applicable pricing supplement, each note
will bear interest from the date of issue at the rate per annum or, in the case
of a Floating Rate Note, pursuant to the interest rate formula stated in the
applicable note and as specified in the applicable pricing supplement until the
principal of the note is paid or made available for payment. Interest will be
payable in arrears on each Interest Payment Date specified in the applicable
pricing supplement on which an installment of interest is due and payable and at
Maturity. The first payment of interest on any note originally issued between a
Regular Record Date and the related Interest Payment Date will be made on the
Interest Payment Date immediately following the next succeeding Regular Record
Date to the registered holder on the next succeeding Regular Record Date. The
"Regular Record Date" will be the fifteenth calendar day, whether or not a
Business Day, immediately preceding the related Interest Payment Date.
FIXED RATE NOTES
Unless otherwise specified in an applicable pricing supplement, each Fixed
Rate Note will bear interest from, and including, the date of issue, at the rate
per annum stated on the face of the note until the principal amount of the note
is paid or made available for payment. Interest payments on Fixed Rate Notes
will equal the amount of interest accrued from and including the immediately
preceding Interest Payment Date in respect of which interest has been paid or
from and including the date of issue, if no interest has been paid with respect
to the applicable Fixed Rate Notes, to, but excluding, the related Interest
Payment Date or Maturity Date, as the case may be. Unless otherwise specified in
the applicable pricing supplement, interest on Fixed Rate Notes will be computed
on the basis of a 360-day year of twelve 30-day months.
Unless otherwise specified in the applicable pricing supplement, interest on
Fixed Rate Notes will be payable semiannually on January 1 and July 1 of each
year and on the Maturity Date. If any Interest Payment Date or the Maturity of a
Fixed Rate Note falls on a day that is not a Business Day, the related payment
of principal, premium, if any, or interest will be made on the next succeeding
Business Day as if made on the date the applicable payment was due, and no
interest will accrue on the amount so payable for the period from and after such
Interest Payment Date or Maturity Date, as the case may be.
FLOATING RATE NOTES
Interest on Floating Rate Notes will be determined by reference to the
applicable Interest Rate Basis or Interest Rate Bases, which may be one or more
of:
- the CD Rate,
- the CMT Rate,
- the Commercial Paper Rate,
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- the Eleventh District Cost of Funds Rate,
- the Federal Funds Rate,
- LIBOR,
- the Prime Rate,
- the Treasury Rate, or
- any other Interest Rate Basis or interest rate formula that is specified
in the applicable pricing supplement.
A Floating Rate Note may bear interest with respect to one or more Interest
Rate Bases.
Floating Rate Notes will be issued as described below. Each applicable
pricing supplement will specify the terms of the Floating Rate Note being
delivered, which may include whether the Floating Rate Note is a "Regular
Floating Rate Note", an "Inverse Floating Rate Note" or a "Floating Rate/ Fixed
Rate Note;" the Fixed Rate Commencement Date, if applicable, the Fixed Interest
Rate, if applicable, the Interest Rate Basis or Bases, Initial Interest Rate,
Interest Reset Dates, Interest Payment Dates, Index Maturity, Maximum Interest
Rate and Minimum Interest Rate, if any, and the Spread and/or Spread Multiplier,
if any. If one or more of the specified Interest Rate Bases is LIBOR, the
applicable pricing supplement will also specify the Index Maturity and the
Designated LIBOR Page. If one or more of the specified Interest Rate Bases is
the CMT Rate, the applicable pricing supplement will also specify the Designated
CMT Telerate Page and Designated CMT Maturity Index, as described below.
The interest rate borne by the Floating Rate Notes will be determined as
follows:
(a) Unless a Floating Rate note is designated as a Floating Rate/Fixed Rate
Note, an Inverse Floating Rate Note or as having an Addendum attached or
as having "Other Provisions" apply relating to a different interest rate
formula, it will be a "Regular Floating Rate Note" and, except as
described below or in an applicable pricing supplement, will bear
interest at the rate determined by reference to the applicable Interest
Rate Basis or Bases (1) plus or minus the applicable Spread, if any,
and/or (2) multiplied by the applicable Spread Multiplier, if any.
Commencing on the first Interest Reset Date, the rate at which interest
on the Regular Floating Rate Note will be payable will be reset as of
each Interest Reset Date; provided, however, that the interest rate in
effect for the period from the date of issue to the first Interest Reset
Date will be the Initial Interest Rate.
(b) If a Floating Rate Note is designated as a "Floating Rate/Fixed Rate
Note," it will, except as described below or in the applicable pricing
supplement, bear interest at the rate determined by reference to the
applicable Interest Rate Basis or Bases (1) plus or minus the applicable
Spread, if any, and/or (2) multiplied by the applicable Spread
Multiplier, if any. Commencing on the first Interest Reset Date, the rate
at which interest on the applicable Floating Rate/ Fixed Rate Note will
be payable will be reset as of each Interest Reset Date; provided,
however, that (1) the interest rate in effect for the period from the
date of issue to the first Interest Reset Date will be the Initial
Interest Rate, and (2) the interest rate in effect commencing on, and
including, the Fixed Rate Commencement Date to Maturity will be the Fixed
Interest Rate, if the rate is specified in the applicable pricing
supplement, or if no Fixed Interest Rate is specified, the interest rate
in effect on the Floating Rate/Fixed Rate Note on the day immediately
preceding the Fixed Rate Commencement Date.
(c) If a Floating Rate Note is designated as an "Inverse Floating Rate
Note", then, except as described below, it will bear interest equal to
the Fixed Interest Rate specified in the related pricing supplement minus
the rate determined by reference to the applicable Interest Rate Basis or
Bases (1) plus or minus the applicable Spread, if any, and/or
(2) multiplied by the
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applicable Spread Multiplier, if any; provided, however, that unless
otherwise specified in the applicable pricing supplement, the interest
rate on the applicable Inverse Floating Rate Note will not be less than
zero percent. Commencing on the first Interest Reset Date, the rate at
which interest on the applicable Inverse Floating Rate Note is payable
will be reset as of each Interest Reset Date; provided, however, that the
interest rate in effect for the period from the date of issue to the
first Interest Reset Date will be the Initial Interest Rate.
Notwithstanding the foregoing, if a Floating Rate Note is designated as
having an Addendum attached or as having "Other Provisions" apply as specified
on the face of the applicable note, it will bear interest in accordance with the
terms described in the Addendum or specified under "Other Provisions" and the
applicable pricing supplement.
Each Interest Rate Basis shall be the rate determined in accordance with the
applicable provisions below. Except as set forth above, the interest rate in
effect on each day will be (a) if the day is an Interest Reset Date, the
interest rate determined as of the Interest Determination Date immediately
preceding the applicable Interest Reset Date or (b) if the day is not an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date immediately preceding the applicable Interest Reset Date.
The "Spread" is the number of basis points to be added to or subtracted from
the related Interest Rate Basis or Bases applicable to a Floating Rate Note. The
"Spread Multiplier" is the percentage of the related Interest Rate Basis or
Bases applicable to a Floating Rate Note by which the Interest Rate Basis or
Bases will be multiplied to determine the applicable interest rate on the
applicable Floating Rate Note. The "Index Maturity" is the period to maturity of
the instrument or obligation with respect to which the Interest Rate Basis or
Bases will be calculated.
The applicable pricing supplement will specify each date (an "Interest Reset
Date") on which the interest rate on the related Floating Rate Note will be
reset. Unless otherwise specified in the applicable pricing supplement, the
Interest Reset Date will be, in the case of Floating Rate Notes which reset:
- daily, each Business Day;
- weekly, the Wednesday of each week (with the exception of weekly reset
Floating Rate Notes as to which the Treasury Rate is an applicable
Interest Rate Basis, which will reset the Tuesday of each week, except as
described below);
- monthly, the third Wednesday of each month (with the exception of monthly
reset Floating Rate Notes as to which the Eleventh District Cost of Funds
Rate is an applicable Interest Rate Basis, which will reset on the first
calendar day of the month);
- quarterly, the third Wednesday of March, June, September and December of
each year;
- semiannually, the third Wednesday of the two months specified in the
applicable pricing supplement; and
- annually, the third Wednesday of the month specified in the applicable
pricing supplement;
provided, however, that with respect to Floating Rate/Fixed Rate Notes, the rate
of interest will not reset after the applicable Fixed Rate Commencement Date.
If any Interest Reset Date for any Floating Rate Note would otherwise be a
day that is not a Business Day, the applicable Interest Reset Date will be
postponed to the next succeeding day that is a Business Day, except that in the
case of a Floating Rate Note as to which LIBOR is an applicable Interest Rate
Basis, if the Business Day falls in the next succeeding calendar month, then the
Interest Reset Date will be the immediately preceding Business Day. In addition,
in the case of a Floating Rate Note for which the Treasury Rate is an applicable
Interest Rate Basis and the Interest Determination
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Date would otherwise fall on an Interest Reset Date, then the applicable
Interest Reset Date will be postponed to the next succeeding Business Day.
"Business Day" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New York;
provided, however, that, with respect to notes as to which LIBOR is an
applicable Interest Rate Basis, the day is also a London Business Day. "London
Business Day" means a day on which commercial banks are open for business in
London.
A Floating Rate Note may also have either or both of the following: (i) a
maximum numerical limitation, or ceiling, on the rate at which interest may
accrue during any interest period (a "Maximum Interest Rate"), and (ii) a
minimum numerical limitation, or floor, on the rate at which interest may accrue
during any period (a "Minimum Interest Rate"). The indenture is, and any notes
issued under the indenture will be, governed by and construed in accordance with
the laws of the State of New York. Under present New York law, the maximum rate
of interest is 25% per annum on a simple interest basis. This limit may not
apply to securities in which $2,500,000 or more has been invested. While Newell
believes that New York law would be given effect by a state or federal court
sitting outside of New York, state laws frequently regulate the amount of
interest that may be charged to and paid by a borrower (including, in some
cases, corporate borrowers). Prospective investors should consult their personal
advisors with respect to the applicability of such laws. Newell has agreed for
the benefit of the beneficial owners of the notes, to the extent permitted by
law, not to claim voluntarily the benefits of any laws concerning usurious rates
of interest against a beneficial owner of the notes.
Each applicable pricing supplement will specify the dates on which interest
will be payable (each an "Interest Payment Date"). Each Floating Rate Note will
bear interest from the date of issue at the rates specified in the applicable
Floating Rate Note until the principal of the applicable note is paid or
otherwise made available for payment. Unless otherwise specified in the
applicable pricing supplement and, except as provided below, interest will be
payable in the case of Floating Rate Notes which reset:
- daily, weekly or monthly, the third Wednesday of each month or on the
third Wednesday of March, June, September and December of each year, as
specified in the applicable pricing supplement;
- quarterly, the third Wednesday of March, June, September and December of
each year;
- semiannually, the third Wednesday of the two months of each year specified
in the applicable pricing supplement;
- annually, the third Wednesday of the month of each year specified in the
applicable pricing supplement; and
- at Maturity.
If any Interest Payment Date for any Floating Rate Note, other than an
Interest Payment Date at Maturity, would otherwise be a day that is not a
Business Day, the Interest Payment Date will be postponed to the next succeeding
day that is a Business Day except that in the case of a Floating Rate Note as to
which LIBOR is an applicable Interest Rate Basis, if the Business Day falls in
the next succeeding calendar month, the applicable Interest Payment Date will be
the immediately preceding Business Day. If the Maturity of a Floating Rate Note
falls on a day that is not a Business Day, the payment of principal, premium, if
any, and interest will be made on the next succeeding Business Day as if made on
the date such payment was due, and no interest on such payment will accrue for
the period from and after the Maturity to the date of payment on the next
succeeding Business Day.
All percentages resulting from any calculation on Floating Rate Notes will
be rounded to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upwards. For example,
9.876545% or .09876545 would be rounded to 9.87655% or .0987655.
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<PAGE>
All dollar amounts used in or resulting from such calculation on Floating Rate
Notes will be rounded to the nearest cent with one-half cent being rounded
upward.
Interest payments on Floating Rate Notes will equal the amount of interest
accrued from and including the immediately preceding Interest Payment Date in
respect of which interest has been paid or from and including the date of issue,
if no interest has been paid with respect to the applicable Floating Rate Notes,
to but excluding the related Interest Payment Date or Maturity.
With respect to each Floating Rate Note, accrued interest is calculated by
multiplying its face amount by an accrued interest factor. The accrued interest
factor is computed by adding the interest factor calculated for each day in the
period for which accrued interest is being calculated. Unless otherwise
specified in the applicable pricing supplement, the interest factor for each day
will be computed by dividing the interest rate applicable to each day by 360, in
the case of notes for which the Interest Rate Basis is the CD Rate, the
Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the Federal
Funds Rate, LIBOR or the Prime Rate, or by the actual number of days in the year
in the case of notes for which the Interest Rate Basis is the CMT Rate or the
Treasury Rate. Unless otherwise specified in the applicable pricing supplement,
the interest factor for notes for which the interest rate is calculated with
reference to two or more Interest Rate Bases will be calculated in each period
in the same manner as if only one of the applicable Interest Rate Bases applied.
The interest rate applicable to each interest reset period commencing on the
Interest Reset Date with respect to such interest reset period will be the rate
determined as of the applicable "Interest Determination Date."
Unless otherwise specified in the applicable pricing supplement, the
Interest Determination Date with respect to:
- the CD Rate, the CMT Rate and the Commercial Paper Rate will be the second
Business Day preceding each Interest Reset Date for the related note;
- the Federal Funds Rate and the Prime Rate will be the Business Day
immediately preceding each Interest Reset Date;
- the Eleventh District Cost of Funds Rate will be the last working day of
the month immediately preceding each Interest Reset Date on which the
Federal Home Loan Bank of San Francisco publishes the Index;
- LIBOR will be the second London Business Day preceding each Interest Reset
Date; and
- the Treasury Rate will be the day in the week in which the related
Interest Reset Date falls on which day Treasury Bills are normally
auctioned (Treasury Bills are normally sold at auction on Monday of each
week, unless that day is a legal holiday, in which case the auction is
normally held on the following Tuesday, except that the auction may be
held on the preceding Friday); provided, however, that if an auction is
held on the Friday of the week preceding the related Interest Reset Date,
the related Interest Determination Date will be the preceding Friday; and
provided, further, that if an auction falls on any Interest Reset Date,
then the related Interest Reset Date will instead be the first Business
Day following the auction.
Unless otherwise specified in the applicable pricing supplement, the
Interest Determination Date pertaining to a Floating Rate Note the interest rate
of which is determined with reference to two or more Interest Rate Bases will be
the latest Business Day which is at least two Business Days prior to the
applicable Interest Reset Date for the applicable Floating Rate Note on which
each Interest Reset Basis is determinable. Each Interest Rate Basis will be
determined on the Interest Determination Date, and the applicable interest rate
will take effect on the related Interest Reset Date.
Unless otherwise provided in the applicable pricing supplement, The Chase
Manhattan Bank will be the Calculation Agent. Upon the request of the holder of
any Floating Rate Note, the Calculation
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<PAGE>
Agent will provide the interest rate then in effect and, if determined, the
interest rate that will become effective as a result of a determination made for
the next Interest Reset Date with respect to that Floating Rate Note. Unless
otherwise specified in the applicable pricing supplement, the Calculation Date,
if applicable, pertaining to any Interest Determination Date will be the earlier
of (a) the tenth calendar day after the applicable Interest Determination Date,
or, if the tenth calendar day is not a Business Day, the next succeeding
Business Day or (b) the Business Day preceding the applicable Interest Payment
Date or Maturity, as the case may be.
Unless otherwise specified in the applicable pricing supplement, the
Calculation Agent will determine each Interest Rate Basis in accordance with the
following provisions:
CD RATE. CD Rate Notes will bear interest at the rates (calculated with
reference to the CD Rate and the Spread and/or Spread Multiplier, if any)
specified in the applicable CD Rate Notes and in any applicable pricing
supplement.
"CD Rate" means, with respect to any Interest Determination Date relating to
a CD Rate Note or any Floating Rate Note for which the interest rate is
determined with reference to the CD Rate (a "CD Rate Interest Determination
Date"), the rate on the applicable Interest Determination Date for negotiable
United States dollar certificates of deposit having the Index Maturity specified
in the applicable pricing supplement as published in H.15(519) (as hereinafter
defined) under the heading "CDs (secondary market)", or, if not published by
3:00 P.M., New York City time, on the related Calculation Date, the rate on the
applicable CD Rate Interest Determination Date for negotiable United States
dollar certificates of deposit of the Index Maturity specified in the applicable
pricing supplement as published in H.15 Daily Update (as hereinafter defined),
or other recognized electronic source used for the purpose of displaying the
applicable rate, under the caption "CDs (secondary market)". If the applicable
rate is not yet published in either H.15(519), H.15 Daily Update or another
recognized electronic source by 3:00 P.M., New York City time, on the related
Calculation Date, then the CD Rate on the applicable CD Rate Interest
Determination Date will be calculated by the Calculation Agent and will be the
arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York
City time, on the applicable CD Rate Interest Determination Date, of three
leading non-bank dealers in negotiable United States dollar certificates of
deposit in The City of New York selected by the Calculation Agent for negotiable
United States dollar certificates of deposit of major United States money center
banks for negotiable certificates of deposit with a remaining maturity closest
to the Index Maturity specified in the applicable pricing supplement in an
amount that is representative for a single transaction in that market at that
time; provided, however, that if the dealers so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the CD Rate with respect to
the applicable CD Rate Interest Determination Date will be the CD Rate in effect
on the applicable CD Rate Interest Determination Date.
"H.15(519)" means the weekly statistical release designated as the
H.15(519), or any successor publication, published by the Board of Governors of
the Federal Reserve System.
"H.15 Daily Update" means the daily update of H.15(519), available through
the world-wide-web site of the Board of Governors of the Federal Reserve System
at http://www.bog.frb.fed.us/releases/ h15/update, or any successor site or
publication.
CMT RATE. CMT Rate Notes will bear interest at the rates (calculated with
reference to the CMT Rate and the Spread and/or Spread Multiplier, if any)
specified in the applicable CMT Rate Notes and in any applicable pricing
supplement.
"CMT Rate" means, with respect to any Interest Determination Date relating
to any Floating Rate Note for which the interest rate is determined with
reference to the CMT Rate (a "CMT Rate Interest Determination Date"), the rate
displayed on the Designated CMT Telerate Page under the
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<PAGE>
caption" ...Treasury Constant Maturities ...Federal Reserve Board Release H.15.
Mondays Approximately 3:45 P.M.", under the column for the Designated CMT
Maturity Index for:
(a) if the Designated CMT Telerate Page is 7051, the rate on the CMT Rate
Interest Determination Date, and
(b) if the Designated CMT Telerate Page is 7052, the weekly or the monthly
average, as specified in the applicable pricing supplement, for the week
or the month, as applicable, ended immediately preceding the week or the
month, as applicable, in which the related CMT Rate Interest
Determination Date falls.
If the applicable rate is no longer displayed on the relevant page or is not
so displayed by 3:00 P.M., New York City time, on the related Calculation Date,
then the CMT Rate for the applicable CMT Rate Interest Determination Date will
be the treasury constant maturity rate for the Designated CMT Maturity Index as
published in the relevant H.15(519).
If the applicable rate is no longer published or is not so published by
3:00 P.M., New York City time, on the related Calculation Date, then the CMT
Rate on the applicable CMT Rate Interest Determination Date will be the
applicable treasury constant maturity rate for the Designated CMT Maturity Index
(or other United States Treasury rate for the Designated CMT Maturity Index) for
the CMT Rate Interest Determination Date with respect to the applicable Interest
Reset Date as may then be published by either the Board of Governors of the
Federal Reserve System or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate formerly displayed on
the Designated CMT Telerate Page and published in H.15(519).
If the applicable information is not so provided by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate on the CMT Rate
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity, based on the arithmetic mean of the secondary market
closing offered rates as of approximately 3:30 P.M., New York City time, on the
CMT Rate Interest Determination Date reported, according to their written
records, by three leading primary United States government securities dealers in
The City of New York (which may include any agent or its affiliates) (each, a
"Reference Dealer") selected by the Calculation Agent (from five Reference
Dealers selected by the Calculation Agent and eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest quotation (or,
in the event of equality, one of the lowest)), for the most recently issued
direct noncallable fixed rate obligations of the United States ("Treasury
Notes") with an original maturity of approximately the Designated CMT Maturity
Index and a remaining term to maturity of not less than such Designated CMT
Maturity Index minus one year.
If the Calculation Agent is unable to obtain three applicable Treasury Note
quotations, the CMT Rate on the applicable CMT Rate Interest Determination Date
will be calculated by the Calculation Agent and will be a yield to maturity
based on the arithmetic mean of the secondary market offered rates as of
approximately 3:30 P.M., New York City time, on the applicable CMT Rate Interest
Determination Date of three Reference Dealers in The City of New York (from five
Reference Dealers selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for Treasury Notes
with an original maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in an amount of at least $100 million.
If three or four and not five of the Reference Dealers are quoting as
described above, then the CMT Rate will be based on the arithmetic mean of the
offered rates obtained and neither the highest nor the lowest of the quotes will
be eliminated; provided, however, that if fewer than three Reference Dealers
selected by the Calculation Agent are quoting as mentioned above, the CMT Rate
determined as of the applicable CMT Rate Interest Determination Date will be the
CMT Rate in effect on the applicable CMT Rate Interest Determination Date. If
two Treasury Notes with an original maturity as
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<PAGE>
described in the second preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the Calculation Agent will
obtain from five Reference Dealers quotations for the Treasury Notes with the
shorter remaining term to maturity.
"Designated CMT Telerate Page" means the display on Bridge Telerate, Inc. or
any successor service on the page specified in the applicable pricing supplement
or any other page as may replace the specified page on that service for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519), or
if no such page is specified in the applicable pricing supplement, page 7052.
"Designated CMT Maturity Index" means the original period to maturity of the
U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years) specified in
the applicable pricing supplement with respect to which the CMT Rate will be
calculated, or if no maturity is specified in the applicable pricing supplement,
two years.
COMMERCIAL PAPER RATE. Commercial Paper Rate Notes will bear interest at
the rates (calculated with reference to the Commercial Paper Rate and the Spread
and/or Spread Multiplier, if any) specified in the applicable Commercial Paper
Rate Notes and in any applicable pricing supplement.
"Commercial Paper Rate" means, with respect to any Interest Determination
Date relating to a Commercial Paper Rate Note or any Floating Rate Note for
which the interest rate is determined with reference to the Commercial Paper
Rate (a "Commercial Paper Rate Interest Determination Date"), the Money Market
Yield on the applicable Interest Determination Date of the rate for commercial
paper having the Index Maturity specified in the applicable pricing supplement
as published in H.15(519) under the caption "Commercial Paper--Nonfinancial" or,
if not published by 3:00 P.M., New York City time, on the related Calculation
Date, the rate on the applicable Commercial Paper Rate Interest Determination
Date for commercial paper having the Index Maturity specified in the applicable
pricing supplement as published in H.15 Daily Update, or another recognized
electronic source used for the purpose of displaying the applicable rate, under
the caption "Commercial Paper--Nonfinancial". If the applicable rate is not yet
published in H.15(519), H.15 Daily Update or another recognized electronic
source by 3:00 P.M., New York City time, on the related Calculation Date, then
the Commercial Paper Rate on the applicable Commercial Paper Rate Interest
Determination Date will be calculated by the Calculation Agent and will be the
Money Market Yield of the arithmetic mean of the offered rates at approximately
11:00 A.M., New York City time, on the applicable Commercial Paper Rate Interest
Determination Date of three leading dealers of United States dollar commercial
paper in The City of New York (which may include any agent and its affiliates)
selected by the Calculation Agent for commercial paper having the Index Maturity
specified in the applicable pricing supplement placed for industrial issuers
whose bond rating is "AA", or the equivalent, from a nationally recognized
statistical rating organization; provided, however, that if the dealers selected
by the Calculation Agent are not quoting as mentioned in this sentence, the
Commercial Paper Rate determined as of the applicable Commercial Paper Rate
Interest Determination Date will be the Commercial Paper Rate in effect on the
applicable Commercial Paper Rate Interest Determination Date.
"Money Market Yield" means a yield (expressed as a percentage) calculated in
accordance with the following formula:
<TABLE>
<C> <C> <S>
D X 360
Money Market Yield = ------------- X 100
360 - (D X M)
</TABLE>
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
ELEVENTH DISTRICT COST OF FUNDS RATE. Eleventh District Cost of Funds Rate
Notes will bear interest at the rates (calculated with reference to the Eleventh
District Cost of Funds Rate and the
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<PAGE>
Spread and/or Spread Multiplier, if any) specified in the applicable Eleventh
District Cost of Funds Rate Notes and in any applicable pricing supplement.
"Eleventh District Cost of Funds Rate" means, with respect to any Interest
Determination Date relating to an Eleventh District Cost of Funds Rate Note or
any Floating Rate Note for which the interest rate is determined with reference
to the Eleventh District Cost of Funds Rate (an "Eleventh District Cost of Funds
Rate Interest Determination Date"), the rate equal to the monthly weighted
average cost of funds for the calendar month immediately preceding the month in
which the applicable Eleventh District Cost of Funds Rate Interest Determination
Date falls as set forth under the caption "11th District" on the display on
Bridge Telerate, Inc. or any successor service on page 7058 or any other page as
may replace the specified page on that service ("Telerate Page 7058") as of
11:00 A.M., San Francisco time, on the applicable Eleventh District Cost of
Funds Rate Interest Determination Date. If the applicable rate does not appear
on Telerate Page 7058 on the related Eleventh District Cost of Funds Rate
Interest Determination Date, then the Eleventh District Cost of Funds on the
applicable Eleventh District Cost of Funds Rate Interest Determination Date will
be the monthly weighted average cost of funds paid by member institutions of the
Eleventh Federal Home Loan Bank District that was most recently announced (the
"Index") by the Federal Home Loan Bank of San Francisco as the cost of funds for
the calendar month immediately preceding the applicable Eleventh District Cost
of Funds Rate Interest Determination Date. If the Federal Home Loan Bank of San
Francisco fails to announce the Index on or before the applicable Eleventh
District Cost of Funds Rate Interest Determination Date for the calendar month
immediately preceding the applicable Eleventh District Cost of Funds Rate
Interest Determination Date, then the Eleventh District Cost of Funds Rate
determined as of the applicable Eleventh District Cost of Funds Rate Interest
Determination Date will be the Eleventh District Cost of Funds Rate in effect on
the applicable Eleventh District Cost of Funds Rate Interest Determination Date.
FEDERAL FUNDS RATE. Federal Funds Rate Notes will bear interest at the
rates (calculated with reference to the Federal Funds Rate and the Spread and/or
Spread Multiplier, if any) specified in the applicable Federal Funds Rate Notes
and in any applicable pricing supplement.
"Federal Funds Rate" means, with respect to any Interest Determination Date
relating to a Federal Funds Rate Note or any Floating Rate Note for which the
interest rate is determined with reference to the Federal Funds Rate (a "Federal
Funds Rate Interest Determination Date"), the rate on the applicable Interest
Determination Date for United States dollar federal funds as published in
H.15(519) under the heading "Federal Funds (Effective)", as the rate is
displayed on Bridge Telerate, Inc. or any successor service on page 120 or any
other page as may replace the applicable page on such service ("Telerate Page
120"), or, if the applicable rate does not appear on Telerate Page 120 or is not
so published by 3:00 P.M., New York City time, on the related Calculation Date,
the rate on the applicable Federal Funds Rate Interest Determination Date for
United States dollar federal funds as published in H.15 Daily Update, or another
recognized electronic source used for the purpose of displaying the applicable
rate, under the caption "Federal Funds (Effective)". If the applicable rate does
not appear on Telerate Page 120 or is not yet published in H.15(519), H.15 Daily
Update or another recognized electronic source by 3:00 P.M., New York City time,
on the related Calculation Date, then the Federal Funds Rate on the applicable
Federal Funds Rate Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the rates for the last
transaction in overnight United States dollar federal funds arranged by three
leading brokers of United States dollar federal funds transactions in The City
of New York (which may include any agent or its affiliates) selected by the
Calculation Agent prior to 9:00 A.M., New York City time, on the applicable
Federal Funds Rate Interest Determination Date; provided, however, that if the
brokers selected by the Calculation Agent are not quoting as mentioned in this
sentence, the Federal Funds Rate determined as of the applicable Federal Funds
Rate Interest Determination Date will be the Federal Funds Rate in effect on the
applicable Federal Funds Rate Interest Determination Date.
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<PAGE>
LIBOR. LIBOR Notes will bear interest at the rates (calculated with
reference to LIBOR and the Spread and/or Spread Multiplier, if any) specified in
the applicable LIBOR Notes and in any applicable pricing supplement.
"LIBOR" means the rate determined by the Calculation Agent in accordance
with the following provisions:
(i) With respect to an Interest Determination Date relating to a LIBOR Note
or any Floating Rate Note for which the interest rate is determined with
reference to LIBOR (a "LIBOR Interest Determination Date"), LIBOR will
be either: (a) if "LIBOR Telerate" is specified in the applicable
pricing supplement or if neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified in the applicable pricing supplement as the method for
calculating LIBOR, the rate for deposits in United States dollars having
the Index Maturity specified in the applicable pricing supplement,
commencing on the second London Business Day immediately following that
LIBOR Interest Determination Date that appears on the Designated LIBOR
Page as of 11:00 A.M., London time, on the applicable LIBOR Interest
Determination Date. If fewer than two offered rates so appear, or no
rate appears, as applicable, LIBOR on the applicable LIBOR Interest
Determination Date will be determined in accordance with the provisions
described in clause (ii) below, or (b) if "LIBOR Reuters" is specified
in the applicable pricing supplement, the arithmetic mean of the offered
rates (unless the Designated LIBOR Page by its terms provides only for a
single rate, in which case the single rate will be used) for deposits in
United States dollars having the Index Maturity specified in the
applicable pricing supplement, commencing on the second London Business
Day immediately following that LIBOR Interest Determination Date, that
appear (or, if only a single rate is required, appears) on the
Designated LIBOR Page specified in the applicable pricing supplement as
of 11:00 a.m., London time, on the applicable LIBOR Interest
Determination Date.
(ii) With respect to a LIBOR Interest Determination Date on which fewer than
two offered rates appear, or not rate appears, as the case may be, on
the Designated LIBOR Page as specified in clause (i) above, the
Calculation Agent will request the principal London offices of each of
the four major reference banks (which may includes affiliates of the
agents) in the London interbank market, as selected by the Calculation
Agent, to provide the Calculation Agent with its offered quotation for
deposits in United States dollars for the period of the Index Maturity
specified in the applicable pricing supplement, commencing on the
second London Business Day immediately following the applicable LIBOR
Interest Determination Date, to prime banks in the London interbank
market at approximately 11:00 a.m., London time, on the applicable
LIBOR Interest Determination Date and in a principal amount that is
representative for a single transaction in United States dollars in
that market at that time. If at least two applicable quotations are
provided, then LIBOR determined on the applicable LIBOR Interest
Determination Date will be the arithmetic mean of the quotations. If
fewer than two quotations are provided, then LIBOR determined on the
applicable LIBOR Interest Determination Date will be the arithmetic
mean of the rates quoted at approximately 11:00 a.m. New York City time
on the applicable LIBOR Interest Determination Date by three major
banks (which may include affiliates of the agents) in The City of New
York selected by the Calculation Agent for loans in United States
dollars to leading European banks, having the Index Maturity specified
designated in the applicable pricing supplement and in a principal
amount that is representative for a single transaction in United States
dollars in that market at that time; provided, however, that if the
banks so selected by the Calculation Agent are not quoting as mentioned
in this sentence, LIBOR determined as of the applicable LIBOR Interest
Determination Date will be LIBOR in effect on the applicable LIBOR
Interest Determination Date.
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"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is specified in
the applicable pricing supplement, the display on the Reuter Monitor Money Rates
Service or any successor service on the page specified in the applicable pricing
supplement or any other page as may replace the specified page on that service
for the purpose of displaying the London interbank rates of major banks for
United States dollars, or (b) if "LIBOR Telerate" is designated in the
applicable pricing supplement or neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified in the applicable pricing supplement as the method for calculating
LIBOR, the display on Bridge Telerate, Inc. or any successor service on the page
specified in the applicable pricing supplement or any page as may replace the
specified page on that service for the purpose of displaying the London
interbank rates of major banks for United States dollars.
PRIME RATE. Prime Rate Notes will bear interest at the rates (calculated
with reference to the Prime Rate and the Spread and/or Spread Multiplier, if
any) specified in the applicable Prime Rate Notes and any applicable pricing
supplement.
"Prime Rate" means, with respect to any Interest Determination Date relating
to a Prime Rate Note or any Floating Rate Note for which the interest rate is
determined with reference to the Prime Rate (a "Prime Rate Interest
Determination Date"), the rate on the applicable Interest Determination Date as
is published in H.15(519) under the heading "Bank Prime Loan" or, if not
published by 3:00 P.M., New York City time, on the related Calculation Date, the
rate on the applicable Prime Rate Interest Determination Date as published in
H.15 Daily Update, or another recognized electronic source used for the purpose
of displaying the applicable rate, under the caption "Bank Prime Loan". If the
applicable rate is not yet published in H.15(519), H.15 Daily Update or another
recognized electronic source by 3:00 P.M., New York City time, on the related
Calculation Date, then the Prime Rate will be the arithmetic mean of the rates
of interest publicly announced by each bank that appears on the Reuters Screen
US PRIME 1 Page as each bank's prime rate or base lending rate as of
11:00 A.M., New York City time, on the applicable Prime Rate Interest
Determination Date. If fewer than four rates so appear on the Reuters Screen US
PRIME 1 Page for the applicable Prime Rate Interest Determination Date, then the
Prime Rate will be the arithmetic mean of the prime rates or base lending rates
quoted on the basis of the actual number of days in the year divided by a
360-day year as of the close of business on the applicable Prime Rate Interest
Determination Date by three major banks (which may include affiliates of any
agent) in The City of New York selected by the Calculation Agent; provided,
however, that if the banks selected by the Calculation Agent are not quoting as
mentioned in this sentence, the Prime Rate determined as of the applicable Prime
Rate Interest Determination Date will be the Prime Rate in effect on the
applicable Prime Rate Interest Determination Date.
"Reuters Screen US PRIME 1 Page" means the display on the Reuter Monitor
Money Rates Service or any successor service on the "US PRIME 1" Page or other
page as may replace the US PRIME 1 Page on such service for the purpose of
displaying prime rates or base lending rates of major United States banks.
TREASURY RATE. Treasury Rate Notes will bear interest at the rates
(calculated with reference to the Treasury Rate and the Spread and/or Spread
Multiplier, if any) specified in the applicable Treasury Rate Notes and in any
applicable pricing supplement.
"Treasury Rate" means, with respect to an Interest Determination Date
relating to a Treasury Rate Note or any Floating Rate Note for which the
interest rate is determined by reference to the Treasury Rate (a "Treasury Rate
Interest Determination Date"), the rate from the auction held on the applicable
Treasury Rate Interest Determination Date (the "Auction") of direct obligations
of the United States ("Treasury Bills") having the Index Maturity specified in
the applicable pricing supplement under the caption "INVESTMENT RATE" on the
display on Bridge Telerate, Inc. or any successor service on page 56 or any
other page as may replace page 56 on such service ("Telerate Page
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56") or page 57 or any other page as may replace page 57 on such service
("Telerate Page 57") or, if not so published by 3:00 P.M., New York City time,
on the related Calculation Date, the Bond Equivalent Yield of the rate for the
applicable Treasury Bills as published in H.15 Daily Update, or other recognized
electronic source used for the purpose of displaying the applicable rate, under
the caption "U.S. Government Securities/Treasury Bills/Auction High" or, if not
so published by 3:00 P.M., New York City time, on the related Calculation Date,
the Bond Equivalent Yield of the auction rate of the applicable Treasury Bills
as announced by the United States Department of the Treasury. In the event that
the auction rate of Treasury Bills having the Index Maturity specified in the
applicable pricing supplement is not so announced by the United States
Department of the Treasury, or if the Auction is not held, then the Treasury
Rate will be the Bond Equivalent Yield of the rate on the applicable Treasury
Rate Interest Determination Date of Treasury Bills having the Index Maturity
specified in the applicable pricing supplement as published in H.15(519) under
the caption "U.S. Government Securities/Treasury Bills/Secondary Market" or, if
not yet published by 3:00 P.M., New York City time, on the related Calculation
Date, the rate on the applicable Treasury Rate Interest Determination Date of
the applicable Treasury Bills as published in H.15 Daily Update, or another
recognized electronic source used for the purpose of displaying the applicable
rate, under the caption "U.S. Government Securities/Treasury Bills/Secondary
Market". If the applicable rate is not yet published in H.15(519), H.15 Daily
Update or another recognized electronic source, then the Treasury Rate will be
calculated by the Calculation Agent and will be the Bond Equivalent Yield of the
arithmetic mean of the secondary market bid rates, as of approximately
3:30 P.M., New York City time, on the applicable Treasury Rate Interest
Determination Date, of three primary United States government securities dealers
(which may include any agent or its affiliates) selected by the Calculation
Agent, for the issue of Treasury Bills with a remaining maturity closest to the
Index Maturity specified in the applicable pricing supplement; provided,
however, that if the dealers so selected by the Calculation Agent are not
quoting as mentioned in this sentence, the Treasury Rate determined as of the
applicable Treasury Rate Interest Determination Date will be the Treasury Rate
in effect on the applicable Treasury Rate Interest Determination Date.
"Bond Equivalent Yield" means a yield (expressed as a percentage) calculated
in accordance with the following formula:
<TABLE>
<C> <C> <S>
DXN
Bond Equivalent Yield = ------------- X 100
360 - (D X M)
</TABLE>
where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the interest period for which interest is
being calculated.
OTHER PROVISIONS; ADDENDA
Any provisions with respect to an issue of notes, including the
determination of one or more Interest Rate Bases, the specification of one or
more Interest Rate Bases, the calculation of the interest rate applicable to a
Floating Rate Note, the applicable Interest Payment Dates, the stated maturity
date, any redemption or repayment provisions or any other matter relating to the
applicable notes may be modified by the terms as specified under "Other
Provisions" on the face of the applicable notes or in an Addendum relating to
the applicable notes, if so specified on the face of the applicable notes and in
the applicable pricing supplement.
ORIGINAL ISSUE DISCOUNT NOTES
Newell may issue notes at a price less than 100% of the principal amount
thereof (I.E., par) by more than a percentage equal to the product of 0.25% and
the number of years to Maturity, resulting in the applicable notes being treated
as if they were issued with original issue discount for United
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States federal income tax purposes ("original issue discount notes"). Original
issue discount notes may currently bear no interest or bear interest at a rate
which at the time of issuance is below market rates. Additional considerations
relating to any original issue discount notes will be described in the
applicable pricing supplement.
AMORTIZING NOTES
Newell may from time to time offer notes ("Amortizing Notes") with amount of
principal and interest payable in installments over the term of the notes.
Unless otherwise specified in the applicable pricing supplement, interest on
each Amortizing Note will be computed on the basis of a 360-day year of twelve
30-day months, and payments with respect to Amortizing Notes will be applied
first to interest due and payable on the Amortizing Notes and then to the
reduction of the unpaid principal amount of the applicable Amortizing Notes.
Further information concerning additional terms and conditions of any issue of
Amortizing Notes will be provided in the applicable pricing supplement. A table
setting forth repayment information in respect of each Amortizing Note will be
included in the applicable Amortizing Note and the applicable pricing
supplement.
INDEXED NOTES
Newell may from time to time offer notes ("Indexed Notes") with the amount
of principal or interest payable to be determined with reference to the price or
prices of specified commodities or stocks, to the exchange rate of one or more
designated currencies relative to an indexed currency or to other items, in each
case as specified in the applicable pricing supplement. In certain cases,
holders of Indexed Notes may receive a principal payment on the maturity date
that is greater than or less than the principal amount of such Indexed Notes
depending upon the relative value on the maturity date of the specified indexed
item. Information as to the method for determining the amount of principal and
interest, if any, payable in respect of Indexed Notes, certain historical
information with respect to the specified indexed item and any material tax
considerations associated with an investment in Indexed Notes will be specified
in the applicable pricing supplement.
NOTES IN BOOK-ENTRY FORM
DESCRIPTION OF THE GLOBAL SECURITIES
Upon issuance, all notes in book-entry form having the same date of issue,
Maturity and otherwise having identical terms and provisions will be represented
by one or more fully registered global notes (the "Global Notes"). Each Global
Note will be deposited with, or on behalf of, The Depository Trust Company as
Depository (the "Depository") and registered in the name of the Depository or a
nominee of the Depository. Unless and until it is exchanged in whole or in part
for notes in definitive form, no Global Note may be transferred except as a
whole by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository or by the
Depository or any nominee to a successor of the Depository or a nominee of the
successor.
DTC PROCEDURES
The following is based on information furnished by the Depository:
The Depository will act as securities depository for the notes in book-entry
form. The notes in book-entry form will be issued as fully registered securities
registered in the name of Cede & Co. (the Depository's partnership nominee). One
fully registered Global Note will be issued for each issue of notes in
book-entry form, each in the aggregate principal amount of the issue, and will
be deposited with the Depository. If, however, the aggregate principal amount of
any issue exceeds $400,000,000, one Global Note will be issued with respect to
each $400,000,000 of principal amount and an additional Global Note will be
issued with respect to any remaining principal amount of the issue.
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The Depository is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Exchange
Act. The Depository holds securities that its participants deposit with the
Depository. The Depository also facilitates the settlement among participants of
securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
Direct participants of the Depository include securities brokers and dealers
(including the agent), banks, trust companies, clearing corporations and certain
other organizations. The Depository is owned by a number of its direct
participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc., and the National Association of Securities Dealers, Inc. Access
to the Depository's system is also available to others such as securities
brokers and dealers, banks and trust companies that clear through or maintain a
custodial relationship with a direct participant, either directly or indirectly.
The rules applicable to the Depository and its participants are on file with the
Securities and Exchange Commission.
Purchases of notes in book-entry form under the Depository's system must be
made by or through direct participants, which will receive a credit for such
notes in book-entry form on the Depository's records. The ownership interest of
each actual purchaser of each note in book-entry form represented by a Global
Note is, in turn, to be recorded on the records of direct participants and
indirect participants. Beneficial owners of notes in book-entry form will not
receive written confirmation from the Depository of their purchase, but
beneficial owners are expected to receive written confirmations providing
details of the transaction, as well as periodic statements of their holdings,
from the direct participants or indirect participants through which the
beneficial owner entered into the transaction. Transfers of ownership interests
in a Global Note representing notes in book-entry form are to be accomplished by
entries made on the books of participants acting on behalf of beneficial owners.
Beneficial owners of a Global Note representing notes in book-entry form will
not receive notes in certificated form representing their ownership interests
therein, except in the event that use of the book-entry system for such notes in
book-entry form is discontinued.
To facilitate subsequent transfers, all Global Notes representing notes in
book-entry form which are deposited with, or on behalf of, the Depository are
registered in the name of the Depository's nominee, Cede & Co. The deposit of
Global Notes with, or on behalf of, the Depository and their registration in the
name of Cede & Co. effect no change in beneficial ownership. The Depository has
no knowledge of the actual beneficial owners of the Global Notes representing
the notes in book-entry form; the Depository's records reflect only the identity
of the direct participants to whose accounts such notes in book-entry form are
credited, which may or may not be the beneficial owners. The participants will
remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by the Depository to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners of notes in
book-entry form, will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Neither the Depository nor Cede & Co. will consent or vote with respect to
the Global Notes representing the notes in book-entry form. Under its usual
procedures, the Depository mails an omnibus proxy to Newell as soon as possible
after the applicable record date. The omnibus proxy assigns Cede & Co.'s
consenting or voting rights to those direct participants identified in a listing
attached to the omnibus proxy to whose accounts the notes in book-entry form are
credited on the applicable record date.
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Principal, premium, if any, and/or interest, if any, payments on the Global
Notes representing the notes in book-entry form will be made in immediately
available funds to the Depository. The Depository's practice is to credit direct
participants' accounts on the applicable payment date in accordance with their
respective holdings shown on the Depository's records unless the Depository has
reason to believe that it will not receive payment on the applicable payment
date. Payments by participants to beneficial owners will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name", and
will be the responsibility of the applicable participant and not of the
Depository, the trustee or Newell, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal,
premium, if any, and/or interest, if any, to the Depository is the
responsibility of Newell and the trustee, disbursement of payments to direct
participants will be the responsibility of the Depository, and disbursement of
payments to the beneficial owners will be the responsibility of direct
participants and indirect participants.
If applicable, redemption notices shall be sent to Cede & Co. If less than
all of the notes in book-entry form of like tenor and terms are being redeemed,
the Depository's practice is to determine by lot the amount of the interest of
each direct participant in the issue to be redeemed.
A beneficial owner will give notice of any option to elect to have its notes
in book-entry form repaid by Newell, through its participant, to the trustee,
and will effect delivery of such notes in book-entry form by causing the direct
participant to transfer the participant's interest in the Global Note or Notes
representing the applicable notes in book-entry form, on the Depository's
records, to the trustee. The requirement for physical delivery of notes in
book-entry form in connection with a demand for repayment will be deemed
satisfied when the ownership rights in the Global Note or Notes representing the
notes in book-entry form are transferred by direct participants on the
Depository's records.
The Depository may discontinue providing its services as securities
depository with respect to the notes in book-entry form at any time by giving
reasonable notice to Newell or the trustee. In the event that a successor
securities depository is not obtained, notes in certificated form are required
to be printed and delivered.
Newell may decide to discontinue use of the system of book-entry transfers
through the Depository or a successor securities depository. In that event,
notes in certificated form will be printed and delivered.
Purchases of notes in book-entry form must be made by or through
participants, which will receive a credit on the records of the Depository. The
ownership interest of the beneficial owner or the actual purchaser of each note
in book-entry form is in turn to be recorded on the participants' or indirect
participants' records. Beneficial owners will not receive written confirmation
from the Depository of their purchase, but beneficial owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the participant or indirect
participant through which the beneficial owner entered into the transaction.
Ownership of beneficial interests in Global Notes will be shown on, and the
transfer of such ownership interests will be effected only through, records
maintained by the Depository (with respect to interests of participants) and on
the records of participants (with respect to interests of persons held through
participants). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form. These
limits and laws may impair the ability to own, transfer or pledge beneficial
interests in Global Notes.
So long as the Depository, or its nominee, is the registered owner of a
Global Note, the Depository or its nominee, as the case may be, will be
considered the sole owner or holder of the notes represented by such Global Note
for all purposes under the indenture. Except as provided below, beneficial
owners of a Global Note will not be entitled to have the notes represented by a
Global Note
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registered in their names, will not receive or be entitled to receive physical
delivery of the notes in definitive form and will not be considered the owners
or holders thereof under the indenture. Accordingly, each person owning a
beneficial interest in a Global Note must rely on the procedures of the
Depository and, if that person is not a participant, on the procedures of the
participant through which that person owns its interest, to exercise any rights
of a holder under the indenture. Newell understands that under existing industry
practices, in the event that Newell requests any action of holders or that an
owner of a beneficial interest in a Global Note desires to give or take any
action which a holder is entitled to give or take under the indenture, the
Depository would authorize the participants holding the relevant beneficial
interests to give or take the desired action, and the participants would
authorize beneficial owners owning through the participants to give or take the
action or would otherwise act upon the instructions of beneficial owners.
Conveyance of notices and other communications by the Depository to
participants, by participants to indirect participants, and by participants and
indirect participants to beneficial owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.
YEAR 2000 COMPLIANCE
DTC has advised Newell that management of the Depository is aware that some
computer applications, systems and the like for processing data ("Systems") that
are dependent upon calendar dates, including dates before, on, and after
January 1, 2000, may encounter "Year 2000 problems". The Depository has informed
direct and indirect participants and other members of the financial community
(the "Industry") that it has developed and is implementing a program so that its
Systems, as the same relate to the timely payment of distributions (including
principal and interest payments) to security holders, book-entry deliveries, and
settlement of trades within the Depository ("Depository Services"), continue to
function appropriately. This program includes a technical assessment and a
remediation plan, each of which is complete. Additionally, the Depository's plan
includes a testing phase, which is expected to be completed within appropriate
time frames.
However, the Depository's ability to perform properly its services is also
dependent upon other parties, including, but not limited to, issuers and their
agents, as well as the Depository's direct and indirect participants, third
party vendors from whom the Depository licenses software and hardware, and third
party vendors on whom the Depository relies for information or the provision of
services, including telecommunication and electrical utility service providers,
among others. The Depository has informed the Industry that it is contacting
(and will continue to contact) third party vendors from whom the Depository
acquires services to: (a) impress upon them the importance of such services
being Year 2000 compliant; and (b) determine the extent of their efforts for
Year 2000 remediation (and, as appropriate, testing) of their services. In
addition, the Depository is in the process of developing such contingency plans
as it deems appropriate.
According to the Depository, the information in the preceding two paragraphs
with respect to the Depository has been provided to the Industry for
informational purposes only and is not intended to serve as a representation,
warranty, or contract modification of any kind.
EXCHANGE FOR NOTES IN CERTIFICATED FORM
If:
(a) the Depository is at any time unwilling or unable to continue as
Depository and a successor depository is not appointed by Newell within
60 days,
(b) Newell executes and delivers to the trustee a company order to the
effect that the Global Notes shall be exchangeable, or
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<PAGE>
(c) an Event of Default has occurred and is continuing with respect to the
notes,
the Global Note or Global Notes will be exchangeable for notes in definitive
form of like tenor and of an equal aggregate principal amount, in denominations
of $1,000 and integral multiples of $1,000. The definitive notes will be
registered in the name or names as the Depository will instruct the trustee. It
is expected that instructions may be based upon directions received by the
Depository from participants with respect to ownership of beneficial interests
in Global Notes.
The information in this section concerning the Depository and the
Depository's system has been obtained from sources that Newell believes to be
reliable, but Newell takes no responsibility for the accuracy of the
information.
UNITED STATES FEDERAL INCOME TAXATION
The following summary of certain United States Federal income tax
consequences of the purchase, ownership and disposition of the notes is based
upon laws, regulations, rulings and decisions now in effect, all of which are
subject to change (including changes in effective dates) or possible differing
interpretations. It deals only with notes held as capital assets and does not
purport to deal with persons in special tax situations, such as financial
institutions, insurance companies, regulated investment companies, dealers in
securities or currencies, persons holding notes as a hedge against currency
risks or as a position in a "straddle" for tax purposes, or persons whose
functional currency is not the United States dollar. It also does not deal with
holders other than original purchasers (except where otherwise specifically
noted). Persons considering the purchase of the notes should consult their own
tax advisors concerning the application of United States Federal income tax laws
to their particular situations as well as any consequences of the purchase,
ownership and disposition of the notes arising under the laws of any other
taxing jurisdiction.
As used herein, the term "U.S. Holder" means a beneficial owner of a note
that is for United States Federal income tax purposes (1) a citizen or resident
of the United States, (2) a corporation or a partnership (including an entity
treated as a corporation or a partnership for United States Federal income tax
purposes) created or organized in or under the laws of the United States, any
state thereof or the District of Columbia (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise), (3) an estate whose
income is subject to United States Federal income tax regardless of its source,
(4) a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have the authority to control all substantial decisions of the trust, or
(5) any other person whose income or gain in respect of a note is effectively
connected with the conduct of a United States trade or business. Certain trusts
not described in clause (4) above in existence on August 20, 1996 that elect to
be treated as a United States person will also be a U.S. Holder for purposes of
the following discussion. As used herein, the term "non-U.S. Holder" means a
beneficial owner of a note that is not a U.S. Holder.
U.S. HOLDERS
"Payments of Interest." Payments of interest on a note generally will be
taxable to a U.S. Holder as ordinary interest income at the time such payments
are accrued or are received (in accordance with the U.S. Holder's regular method
of tax accounting).
"Original Issue Discount." The following summary is a general discussion of
the United States Federal income tax consequences to U.S. Holders of the
purchase, ownership and disposition of notes issued with original issue discount
("Discount Notes"). The following summary is based upon final Treasury
regulations (the "OID Regulations") released by the Internal Revenue Service on
January 27, 1994, as amended on June 11, 1996, under the original issue discount
provisions of the Code.
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For United States Federal income tax purposes, original issue discount is
the excess of the stated redemption price at maturity of a note over its issue
price, if such excess equals or exceeds a de minimis amount (generally 1/4 of 1%
of the note's stated redemption price at maturity multiplied by the number of
complete years to its maturity from its issue date or, in the case of a note
providing for the payment of any amount other than qualified stated interest
prior to maturity, multiplied by the weighted average maturity of the note). The
issue price of each note of an issue of notes equals the first price at which a
substantial amount of the notes has been sold (ignoring sales to bond houses,
brokers, or similar persons or organizations acting in the capacity of
underwriters, placement agents, or wholesalers). The stated redemption price at
maturity of a note is the sum of all payments provided by the note other than
"qualified stated interest" payments. The term "qualified stated interest"
generally means stated interest that is unconditionally payable in cash or
property (other than debt instruments of the issuer) at least annually at a
single fixed rate. In addition, under the OID Regulations, if a note bears
interest for one or more accrual periods at a rate below the rate applicable for
the remaining term of the note (e.g., notes with teaser rates or interest
holidays), and if the greater of either the resulting foregone interest on the
applicable note or any "true" discount on the note (i.e., the excess of the
note's stated principal amount over its issue price) equals or exceeds a
specified "de minimis" amount, then the stated interest on the note would be
treated as original issue discount rather than qualified stated interest.
Payments of qualified stated interest on a note are taxable to a U.S. Holder
as ordinary interest income at the time such payments are accrued or are
received (in accordance with the U.S. Holder's regular method of tax
accounting). A U.S. Holder of a Discount Note must include original issue
discount in income as ordinary interest for United States Federal income tax
purposes as it accrues under a constant yield method in advance of receipt of
the cash payments attributable to such income, regardless of the U.S. Holder's
regular method of tax accounting. In general, the amount of original issue
discount included in income by the initial U.S. Holder of a Discount Note is the
sum of the daily portions of original issue discount with respect to the
Discount Note for each day during the taxable year (or portion of the taxable
year) on which the U.S. Holder held the Discount Note. The "daily portion" of
original issue discount on any Discount Note is determined by allocating to each
day in any accrual period a ratable portion of the original issue discount
allocable to that accrual period. An "accrual period" may be of any length and
the accrual periods may vary in length over the term of the Discount Note,
provided that each accrual period is no longer than one year and each scheduled
payment of principal or interest occurs either on the final day of an accrual
period or on the first day of an accrual period. The amount of original issue
discount allocable to each accrual period is generally equal to the difference
between (1) the product of the Discount Note's adjusted issue price at the
beginning of such accrual period and its yield to maturity (determined on the
basis of compounding at the close of each accrual period and appropriately
adjusted to take into account the length of the particular accrual period) and
(2) the amount of any qualified stated interest payments allocable to such
accrual period. The "adjusted issue price" of a Discount Note at the beginning
of any accrual period is the sum of the issue price of the Discount Note plus
the amount of original issue discount allocable to all prior accrual periods
minus the amount of any prior payments on the Discount Note that were not
qualified stated interest payments. Under these rules, U.S. Holders generally
will have to include in income increasingly greater amounts of original issue
discount in successive accrual periods.
A U.S. Holder who purchases a Discount Note for an amount that is greater
than its adjusted issue price as of the purchase date and less than or equal to
the sum of all amounts payable on the Discount Note after the purchase date
other than payments of qualified stated interest, will be considered to have
purchased the Discount Note at an "acquisition premium", Under the acquisition
premium rules, the amount of original issue discount which such U.S. Holder must
include in its gross income with respect to such Discount Note for any taxable
year (or portion thereof in which the U.S. Holder holds the Discount Note) will
be reduced (but not below zero) by the portion of the acquisition premium
properly allocable to the period.
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Under the OID Regulations, Floating Rate Notes and Indexed Notes
(hereinafter "Variable Notes") are subject to special rules whereby a Variable
Note will qualify as a "variable rate debt instrument" if (a) its issue price
does not exceed the total noncontingent principal payments due under the
Variable Note by more than a specified "de minimis" amount and (b) it provides
for stated interest, paid or compounded at least annually, at current values of
(1) one or more qualified floating rates, (2) a single fixed rate and one or
more qualified floating rates, (3) a single objective rate, or (4) a single
fixed rate and a single objective rate that is a qualified inverse floating
rate.
A "qualified floating rate" is any variable rate where variations in the
value of such rate can reasonably be expected to measure contemporaneous
variations in the cost of newly borrowed funds in the currency in which the
Variable Note is denominated. Although a multiple of a qualified floating rate
will generally not itself constitute a qualified floating rate, a variable rate
equal to the product of a qualified floating rate and a fixed multiple that is
greater than .65 but not more than 1.35 will constitute a qualified floating
rate. A variable rate equal to the product of a qualified floating rate and a
fixed multiple that is greater than .65 but not more than 1.35, increased or
decreased by a fixed rate, will also constitute a qualified floating rate. In
addition, under the OID Regulations, two or more qualified floating rates that
can reasonably be expected to have approximately the same values throughout the
term of the Variable Note (E.G., two or more qualified floating rates with
values within 25 basis points of each other as determined on the Variable Note's
issue date) will be treated as a single qualified floating rate. Notwithstanding
the foregoing, a variable rate that would otherwise constitute a qualified
floating rate but which is subject to one or more restrictions such as a maximum
numerical limitation (I.E., a cap) or a minimum numerical limitation (I.E., a
floor) may, under certain circumstances, fail to be treated as a qualified
floating rate under the OID Regulations unless such cap or floor is fixed
throughout the term of the note. An "objective rate" is a rate that is not
itself a qualified floating rate but which is determined using a single fixed
formula that is based on objective financial or economic information. A rate
will not qualify as an objective rate if it is based on information that is
within the control of the issuer (or a related party) or that is unique to the
circumstances of the issuer (or a related party), such as dividends, profits, or
the value of the issuer's stock (although a rate does not fail to be an
objective rate merely because it is based on the credit quality of the issuer).
A "qualified inverse floating rate" is any objective rate where such rate is
equal to a fixed rate minus a qualified floating rate, as long as variations in
the rate can reasonably be expected to inversely reflect contemporaneous
variations in the qualified floating rate. The OID Regulations also provide that
if a Variable Note provides for stated interest at a fixed rate for an initial
period of one year or less followed by a variable rate that is either a
qualified floating rate or an objective rate and if the variable rate on the
Variable Note's issue date is intended to approximate the fixed rate (e.g., the
value of the variable rate on the issue date does not differ from the value of
the fixed rate by more than 25 basis points), then the fixed rate and the
variable rate together will constitute either a single qualified floating rate
or objective rate, as the case may be.
If a Variable Note that provides for stated interest at either a single
qualified floating rate or a single objective rate throughout the term thereof
qualifies as a "variable rate debt instrument" under the OID Regulations, and if
the interest on a Variable Note is unconditionally payable in cash or property
(other than debt instruments of the issuer) at least annually, then all stated
interest on the Variable Note will constitute qualified stated interest and will
be taxed accordingly. Thus, a Variable Note that provides for stated interest at
either a single qualified floating rate or a single objective rate throughout
the term thereof and that qualifies as a "variable rate debt instrument" under
the OID Regulations will generally not be treated as having been issued with
original issue discount unless the Variable Note is issued at a "true" discount
(i.e., at a price below the Variable Note's stated principal amount) in excess
of a specified "de minimis" amount. The amount of qualified stated interest and
the amount of original issue discount, if any, that accrues during an accrual
period on such a Variable Note is determined under the rules applicable to fixed
rate debt instruments by assuming that the variable rate is a fixed rate equal
to (1) in the case of a qualified floating rate or qualified inverse floating
rate,
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the value as of the issue date, of the qualified floating rate or qualified
inverse floating rate, or (2) in the case of an objective rate (other than a
qualified inverse floating rate), a fixed rate that reflects the yield that is
reasonably expected for the Variable Note. The qualified stated interest
allocable to an accrual period is increased (or decreased) if the interest
actually paid during an accrual period exceeds (or is less than) the interest
assumed to be paid during the accrual period pursuant to the foregoing rules.
In general, any other Variable Note that qualifies as a "variable rate debt
instrument" will be converted into an "equivalent" fixed rate debt instrument
for purposes of determining the amount and accrual of original issue discount
and qualified stated interest on the Variable Note. The OID Regulations
generally require that such a Variable Note be converted into an "equivalent"
fixed rate debt instrument by substituting any qualified floating rate or
qualified inverse floating rate provided for under the terms of the Variable
Note with a fixed rate equal to the value of the qualified floating rate or
qualified inverse floating rate, as the case may be, as of the Variable Note's
issue date. Any objective rate (other than a qualified inverse floating rate)
provided for under the terms of the Variable Note is converted into a fixed rate
that reflects the yield that is reasonably expected for the Variable Note. In
the case of a Variable Note that qualifies as a "variable rate debt instrument"
and provides for stated interest at a fixed rate in addition to either one or
more qualified floating rates or a qualified inverse floating rate, the fixed
rate is initially converted into a qualified floating rate (or a qualified
inverse floating rate, if the Variable Note provides for a qualified inverse
floating rate). Under such circumstances, the qualified floating rate or
qualified inverse floating rate that replaces the fixed rate must be such that
the fair market value of the Variable Note as of the Variable Note's issue date
is approximately the same as the fair market value of an otherwise identical
debt instrument that provides for either the qualified floating rate or
qualified inverse floating rate rather than the fixed rate. Subsequent to
converting the fixed rate into either a qualified floating rate or a qualified
inverse floating rate, the Variable Note is then converted into an "equivalent"
fixed rate debt instrument in the manner described above.
Once the Variable Note is converted into an "equivalent" fixed rate debt
instrument pursuant to the foregoing rules, the amount of original issue
discount and qualified stated interest, if any, are determined for the
"equivalent" fixed rate debt instrument by applying the general original issue
discount rules to the "equivalent" fixed rate debt instrument and a U.S. Holder
of the Variable Note will account for such original issue discount and qualified
stated interest as if the U.S. Holder held the "equivalent" fixed rate debt
instrument. Each accrual period appropriate adjustments will be made to the
amount of qualified stated interest or original issue discount assumed to have
been accrued or paid with respect to the "equivalent" fixed rate debt instrument
in the event that such amounts differ from the actual amount of interest accrued
or paid on the Variable Note during the accrual period.
If a Variable Note does not qualify as a "variable rate debt instrument"
under the OID Regulations, then the Variable Note would be treated as a
contingent payment debt obligation. On June 11, 1996, the Treasury Department
issued final regulations (the "CPDI Regulations") concerning the proper United
States Federal income tax treatment of contingent payment debt instruments. In
general, the CPDI Regulations would cause the timing and character of income,
gain or loss reported on a contingent payment debt instrument to substantially
differ from the timing and character of income, gain or loss reported on a
contingent payment debt instrument under general principles of current United
States Federal income tax law. Specifically, the CPDI Regulations generally
require a U.S. Holder of such an instrument to include future contingent and
noncontingent interest payments in income as such interest accrues based upon a
projected payment schedule. Moreover, in general, under the CPDI Regulations,
any gain recognized by a U.S. Holder on the sale, exchange, or retirement of a
contingent payment debt instrument will be treated as ordinary income and all or
a portion of any loss realized could be treated as ordinary loss as opposed to
capital loss (depending upon the circumstances). The CPDI Regulations apply to
debt instruments issued on or after August 13, 1996.
S-26
<PAGE>
The proper United States Federal income tax treatment of Variable Notes that are
treated as contingent payment debt obligations will be more fully described in
the applicable pricing supplement. Furthermore, any other special United States
Federal income tax considerations, not otherwise discussed herein, which are
applicable to any particular issue of notes will be discussed in the applicable
pricing supplement.
Certain of the notes (1) may be redeemable at the option of Newell prior to
their stated maturity (a "call option") and/or (2) may be repayable at the
option of the holder prior to their stated maturity (a "put option"). Notes
containing such features may be subject to rules that differ from the general
rules discussed above. Investors intending to purchase notes with such features
should consult their own tax advisors, since the original issue discount
consequences will depend, in part, on the particular terms and features of the
purchased notes.
U.S. Holders may generally, upon election, include in income all interest
(including stated interest, acquisition discount, original issue discount, "de
minimis" original issue discount, market discount, "de minimis" market discount,
and unstated interest, as adjusted by any amortizable bond premium or
acquisition premium) that accrues on a debt instrument by using the constant
yield method applicable to original issue discount, subject to certain
limitations and exceptions.
"Short-Term Notes." Notes that have a fixed maturity of one year or less
("Short-Term Notes") will be treated as having been issued with original issue
discount. In general, an individual or other cash method U.S. Holder is not
required to accrue such original issue discount unless the U.S. Holder elects to
do so. If such an election is not made, any gain recognized by the U.S. Holder
on the sale, exchange or maturity of the Short-Term Note will be ordinary income
to the extent of the original issue discount accrued on a straight-line basis,
or upon election under the constant yield method (based on daily compounding),
through the date of sale or maturity, and a portion of the deductions otherwise
allowable to the U.S. Holder for interest on borrowings allocable to the
Short-Term Note will be deferred until a corresponding amount of income is
realized. U.S. Holders who report income for United States Federal income tax
purposes under the accrual method, and certain other holders including banks and
dealers in securities, are required to accrue original issue discount on a
Short-Term Note on a straight-line basis unless an election is made to accrue
the original issue discount under a constant yield method (based on daily
compounding).
"Market Discount." If a U.S. Holder purchases a note, other than a Discount
Note, for an amount that is less than its issue price (or, in the case of a
subsequent purchaser, its stated redemption price at maturity) or, in the case
of a Discount Note, for an amount that is less than its adjusted issue price as
of the purchase date, such U.S. Holder will be treated as having purchased the
note at a "market discount," unless such market discount is less than a
specified "de minimis" amount.
Under the market discount rules, a U.S. Holder will be required to treat any
partial principal payment (or, in the case of a Discount Note, any payment that
does not constitute qualified stated interest) on, or any gain realized on the
sale, exchange, retirement or other disposition of, a note as ordinary income to
the extent of the lesser of (1) the amount of such payment or realized gain or
(2) the market discount which has not previously been included in income and is
treated as having accrued on the note at the time of such payment or
disposition. Market discount will be considered to accrue ratably during the
period from the date of acquisition to the maturity date of the note, unless the
U.S. Holder elects to accrue market discount on the basis of semiannual
compounding.
A U.S. Holder may be required to defer the deduction of all or a portion of
the interest paid or accrued on any indebtedness incurred or maintained to
purchase or carry a note with market discount until the maturity of the note or
certain earlier dispositions, because a current deduction is only allowed to the
extent the interest expense exceeds an allocable portion of market discount. A
U.S. Holder may elect to include market discount in income currently as it
accrues (on either a ratable or semiannual compounding basis), in which case the
rules described above regarding the treatment as
S-27
<PAGE>
ordinary income of gain upon the disposition of the note and upon the receipt of
certain cash payments and regarding the deferral of interest deductions will not
apply. Generally, such currently included market discount is treated as ordinary
interest for United States Federal income tax purposes. Such an election will
apply to all debt instruments acquired by the U.S. Holder on or after the first
day of the taxable year to which such election applies and may be revoked only
with the consent of the IRS.
"Premium." If a U.S. Holder purchases a note for an amount that is greater
than the sum of all amounts payable on the note after the purchase date other
than payments of qualified stated interest, the U.S Holder will be considered to
have purchased the note with "amortizable bond premium" equal in amount to such
excess. A U.S. Holder may elect to amortize such premium using a constant yield
method over the remaining term of the note and may offset interest otherwise
required to be included in respect of the note during any taxable year by the
amortized amount of such excess for the taxable year. However, if the note may
be optionally redeemed after the U.S. Holder acquires it at a price in excess of
its stated redemption price at maturity, special rules would apply which could
result in a deferral of the amortization of some bond premium until later in the
term of the note. Any election to amortize bond premium applies to all taxable
debt obligations then owned and thereafter acquired by the U.S. Holder and may
be revoked only with the consent of the IRS.
"Disposition of a Note." Except as discussed above, upon the sale, exchange
or retirement of a note, a U.S. Holder generally will recognize taxable gain or
loss equal to the difference between the amount realized on the sale, exchange
or retirement (other than amounts representing accrued and unpaid interest) and
the U.S. Holder's adjusted tax basis in the note. A U.S. Holder's adjusted tax
basis in a note generally will equal the U.S. Holder's initial investment in the
note increased by any original issue discount included in income (and accrued
market discount, if any, if the U.S. Holder has included such market discount in
income) and decreased by the amount of any payments, other than qualified stated
interest payments, received and amortizable bond premium taken with respect to
the note. Such gain or loss generally will be long-term capital gain or loss if
the note were held for more than one year.
NON-U.S. HOLDERS
A non-U.S. Holder will not be subject to United States Federal income taxes
on payments of principal, premium (if any) or interest (including original issue
discount, if any) on a note, unless such non-U.S. Holder is a direct or indirect
10% or greater shareholder of Newell, a controlled foreign corporation related
to Newell or a bank receiving interest described in section 881(c)(3)(A) of the
Code. To qualify for the exemption from taxation, the last United States payor
in the chain of payment prior to payment to a non-U.S. Holder (the "Withholding
Agent") must have received in the year in which a payment of interest or
principal occurs, or in either of the two preceding calendar years, a statement
that (1) is signed by the beneficial owner of the note under penalties of
perjury, (2) certifies that such owner is not a U.S. Holder and (3) provides the
name and address of the beneficial owner. The statement may be made on an IRS
Form W-8 or a substantially similar form, and the beneficial owner must inform
the Withholding Agent of any change in the information on the statement within
30 days of such change. If a note is held through a securities clearing
organization or certain other financial institutions, the organization or
institution may provide a signed statement to the Withholding Agent. However, in
such case, the signed statement must be accompanied by a copy of the IRS
Form W-8 or the substitute form provided by the beneficial owner to the
organization or institution. The Treasury Department is considering
implementation of further certification requirements aimed at determining
whether the issuer of a debt obligation is related to holders thereof.
S-28
<PAGE>
Generally, a non-U.S. Holder will not be subject to United States Federal
income taxes on any amount which constitutes capital gain upon retirement or
disposition of a note, provided (i) the gain is not effectively connected with
the conduct of a trade or business in the United States by the non-U.S. Holder
and (ii) the non-U.S. Holder is not present in the United States for 183 days or
more in the year of disposition of the note and certain other conditions are
met. Certain other exceptions may be applicable, and a non-U.S. Holder should
consult its tax advisor in this regard.
The notes will not be includible in the estate of a non-U.S. Holder unless
the individual is a direct or indirect 10% or greater shareholder of Newell or,
at the time of such individual's death, payments in respect of the notes would
have been effectively connected with the conduct by such individual of a trade
or business in the United States.
BACKUP WITHHOLDING
Backup withholding of United States Federal income tax at a rate of 31% may
apply to payments made in respect of the notes to registered owners who are not
"exempt recipients" and who fail to provide certain identifying information
(such as the registered owner's taxpayer identification number) in the required
manner. Generally, individuals are not exempt recipients, whereas corporations
and certain other entities generally are exempt recipients. Payments made in
respect of the notes to a U.S. Holder must be reported to the IRS, unless the
U.S. Holder is an exempt recipient or establishes an exemption. Compliance with
the identification procedures described in the preceding section would establish
an exemption from backup withholding for those non-U.S. Holders who are not
exempt recipients.
In addition, upon the sale of a note to (or through) a broker, the broker
must withhold 31% of the entire purchase price, unless either (1) the broker
determines that the seller is a corporation or other exempt recipient or
(2) the seller provides, in the required manner, certain identifying information
and, in the case of a non-U.S. Holder, certifies that such seller is a non-U.S.
Holder (and certain other conditions are met). Such a sale must also be reported
by the broker to the IRS, unless either (1) the broker determines that the
seller is an exempt recipient or (2) the seller certifies its non-U.S. status
(and certain other conditions are met). Certification of the registered owner's
non-U.S. status would be made normally on an IRS Form W-8 under penalties of
perjury, although in certain cases it may be possible to submit other
documentary evidence. In addition, prospective U.S. Holders are strongly urged
to consult their own tax advisors with respect to the New Withholding
Regulations described below.
Any amounts withheld under the backup withholding rules from a payment to a
beneficial owner would be allowed as a refund or a credit against such
beneficial owner's United States Federal income tax provided the required
information is furnished to the IRS.
NEW WITHHOLDING REGULATIONS
On October 6, 1997, the Treasury issued new regulations (the "New
Regulations") which make certain modifications to the withholding, backup
withholding and information reporting rules. The New Regulations attempt to
unify certification requirements and modify reliance standards. The New
Regulations will generally be effective for payments made after December 31,
1999, subject to certain transition rules. Prospective investors are urged to
consult their own tax advisors regarding the New Regulations.
S-29
<PAGE>
PLAN OF DISTRIBUTION
The notes are being offered on a continuous basis for sale by Newell to or
through the agents. Each agent may purchase notes, as principal, from Newell
from time to time for resale to investors and other purchasers at varying prices
relating to prevailing market prices at the time of resale as determined by such
agent, or, if so specified in the applicable pricing supplement, for resale at a
fixed offering price. If agreed to by Newell and an agent, such agent may also
utilize its reasonable efforts on an agency basis to solicit offers to purchase
the notes at 100% of the principal amount thereof, unless otherwise specified in
the applicable pricing supplement. Newell will pay a commission to an agent,
ranging from .125% to .750% of the principal amount of each note, depending upon
its stated maturity, sold through the agent as an agent of Newell. Commissions
with respect to notes with stated maturities in excess of 30 years that are sold
through an agent as an agent of Newell will be negotiated between Newell and the
agent at the time of such sale. Newell may also sell notes directly to
purchasers in those jurisdictions in which it is permitted to do so, and may
engage other agents to act on the same terms as the agents. No commission will
be payable by Newell on notes sold directly by Newell.
Unless otherwise specified in the applicable pricing supplement, any note
sold to an agent as principal will be purchased by such agent at a price equal
to 100% of the principal amount thereof less a percentage of the principal
amount equal to the commission applicable to an agency sale of a note of
identical maturity. Each agent may sell notes it has purchased from Newell as
principal to other dealers for resale to investors and other purchasers, and may
allow any portion of the discount received in connection with such purchase from
Newell to be a concession to such dealers. After the initial offering of notes,
the offering price (in the case of notes to be resold on a fixed offering price
basis), the concession and the discount may be changed.
Newell reserves the right to withdraw, cancel or modify the offer made
hereby without notice and may reject offers in whole or in part (whether placed
directly with Newell or through any agent). Each agent will have the right to
reject in whole or in part any offer to purchase notes received by it on an
agency basis.
Upon issuance, the notes will not have an established trading market. The
notes will not be listed on any securities exchange. The agents may from time to
time purchase and sell notes in the secondary market, but no agent is obligated
to do so, and there can be no assurance that there will be a secondary market
for the notes or that there will be liquidity in the secondary market if one
develops. From time to time, an agent may make a market in the notes, but no
agent is obligated to do so and may discontinue any market-making activity at
any time.
The agents and their affiliates may be customers of, engage in transactions
with or perform services for Newell and certain of its affiliates in the
ordinary course of business. Without limiting the foregoing, the agents and
their affiliates have engaged and may in the future engage in investment and
commercial banking transactions with Newell and certain of its affiliates. Chase
Securities Inc. is an affiliate of the trustee. See "Description of Debt
Securities--The Trustee" in the Prospectus.
The agents may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933. Newell has agreed to indemnify the agents against
certain liabilities (including liabilities under the Securities Act), or to
contribute to payment the agents may be required to make in respect thereof.
Newell has agreed to reimburse the agents for certain other expenses.
Concurrently with the offering of notes described herein, Newell may issue
and sell other Securities described in the accompanying prospectus and such
sales shall reduce the aggregate initial offering price of notes offered hereby.
In connection with an offering of notes purchased by one or more agents as
principal on a fixed price basis, such agent(s) will be permitted to engage in
certain transactions that stabilize the price of such notes. Such transactions
may consist of bids or purchases for the purposes of pegging, fixing or
S-30
<PAGE>
maintaining the price of such notes. If the agent or agents creates or create,
as the case may be, a short position in such notes, i.e., if it sells or they
sell notes in an aggregate principal amount exceeding that set forth in the
applicable pricing supplement, such agent(s) may reduce that short position by
purchasing notes in the open market. In general, purchases of notes for the
purpose of stabilization or to reduce a short position could cause the price of
notes to be higher than it might be in the absence of such purchases.
Neither Newell nor any of the agents makes any representation or prediction
as to the direction or magnitude of any effect that the transactions described
above may have on the price of the notes. In addition, neither Newell nor any of
the agents makes any representation that the agents will engage in any such
transactions or that such transactions, once commenced, will not be discontinued
without notice.
VALIDITY OF THE NOTES
The validity of the notes will be passed upon for Newell by Schiff Hardin &
Waite, Chicago, Illinois. Certain legal matters relating to the notes will be
passed upon for the agents by Brown & Wood LLP, New York, New York.
S-31
<PAGE>
PROSPECTUS
BY THIS PROSPECTUS
NEWELL RUBBERMAID INC.
MAY OFFER
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
------------------
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission under a "shelf" registration process. Under
this process, we may sell any combination of the securities described in this
prospectus in one or more offerings up to a total initial offering price of
$749,500,000. This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities registered under this
process, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
this prospectus and any supplement carefully before you invest. This prospectus
may not be used to make sales of offered securities unless accompanied by a
prospectus supplement.
You should not assume that the information in this prospectus or any later
prospectus supplement is accurate as of any date other than the date on the
front of the document. We have not authorized anyone to provide you with
information that is different from, or additional to, the information provided
in this prospectus or any later prospectus supplement, and you should not rely
on any unauthorized information. We are not making an offer to sell securities
in any state or country where the offer is not permitted.
------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------------
The date of this prospectus is March 14, 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----------
<S> <C>
NEWELL RUBBERMAID INC...................................................................................... 2
WHERE YOU CAN FIND MORE INFORMATION........................................................................ 2
USE OF PROCEEDS............................................................................................ 3
RATIO OF EARNINGS TO FIXED CHARGES......................................................................... 3
DESCRIPTION OF DEBT SECURITIES............................................................................. 4
PARTICULAR TERMS OF THE SENIOR DEBT SECURITIES............................................................. 11
PARTICULAR TERMS OF THE SUBORDINATED DEBT SECURITIES....................................................... 15
DESCRIPTION OF CAPITAL STOCK............................................................................... 16
PLAN OF DISTRIBUTION....................................................................................... 18
LEGAL OPINION.............................................................................................. 19
EXPERTS.................................................................................................... 19
</TABLE>
<PAGE>
NEWELL RUBBERMAID INC.
Newell Rubbermaid Inc. ("Newell," "we," "us" and "our") is an international
manufacturer and marketer of everyday consumer products. Newell's basic business
strategy is to merchandise a multi-product offering of brand name consumer
products that are concentrated in product categories with relatively steady
demand not dependent on major changes in fashion, technology or season. Newell
also differentiates itself by emphasizing superior customer service. Newell
sells these products to a variety of large retailers and wholesalers under
numerous well-known brand names. Newell's business segments and brand names
include the following:
<TABLE>
<CAPTION>
BUSINESS SEGMENTS PRINCIPAL BRANDS
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
HOUSEHOLD PRODUCTS
- Aluminum Cookware and Bakeware Mirro-Registered Trademark-, Wear
Ever-Registered Trademark-,
Calphalon-Registered Trademark-,
Panex-Registered Trademark-
- Glassware Anchor Hocking-Registered Trademark-
- Hair Accessories Goody-Registered Trademark-, Ace-Registered Trademark-,
Wilhold-Registered Trademark-
- Home/Commercial Products Rubbermaid-Registered Trademark-,
Curver-Registered Trademark-
- Infant Products Graco-Registered Trademark-,
Century-Registered Trademark-
- Juvenile Products Little Tikes-Registered Trademark-
HARDWARE AND HOME FURNISHINGS
- Window Treatments Levolor-Registered Trademark-,
Kirsch-Registered Trademark-,
Newell-Registered Trademark-
- Picture Frames Intercraft-Registered Trademark-, Burnes of
Boston-Registered Trademark-,
Holson-Registered Trademark-
- Hardware and Tools Amerock-Registered Trademark-,
EZPaintr-Registered Trademark-,
BernzOmatic-Registered Trademark-,
Bulldog-Registered Trademark-
- Home Storage Products Lee Rowan-Registered Trademark-
OFFICE PRODUCTS
- Markers and Writing Instruments Sanford-Registered Trademark-,
Berol-Registered Trademark-, Eberhard
Faber-Registered Trademark-,
Rotring-Registered Trademark-
- Office Storage and Organization Products Rolodex-Registered Trademark-,
Eldon-Registered Trademark-
Newell's major customers include:
- Discount stores and warehouse clubs;
- Home centers and hardware stores;
- Office superstores and contract stationers;
- Toy stores;
- Department and specialty stores; and
- Drug and grocery stores.
</TABLE>
Newell's principal corporate offices are located at 29 East Stephenson
Street, Freeport, Illinois 61032, and its telephone number is 1-815-235-4171.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the Securities and Exchange Commission's public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further
information on the public reference rooms. Our Securities and Exchange
Commission filings are also available to the public at the Securities and
Exchange Commission's web site at http://www.sec.gov.
2
<PAGE>
The Securities and Exchange Commission allows us to "incorporate by
reference" into this prospectus the information we file with it, which means
that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this prospectus, and later information that we file with the Securities and
Exchange Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the Securities and Exchange Commission under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until our offering is completed:
1. Annual Report on Form 10-K for the year ended December 31, 1998;
2. The description of our common stock contained in Newell's registration
statement on Form 8-B filed with the Securities and Exchange Commission
on June 30, 1987;
3. The description of our common stock purchase rights contained in our
registration statement on Form 8-A dated August 28, 1998;
4. Our current report on Form 8-K dated and filed with the Securities and
Exchange Commission on March 11, 1999;
5. Our current report on Form 8-K dated March 24, 1999 and filed with the
Securities and Exchange Commission on March 25, 1999;
6. Our quarterly report on Form 10-Q for the quarter ended March 31, 1999;
7. Our current report on Form 8-K dated and filed with the Securities and
Exchange Commission on June 30, 1999; and
8. Our quarterly report on Form 10-Q for the quarter ended June 30, 1999.
9. Our quarterly report on Form 10-Q for the quarter ended September 30,
1999.
10. Our current report on Form 8-K dated and filed with the Securities and
Exchange Commission on March 1, 2000.
You may request a copy of these filings at no cost by writing to or
telephoning us at the following address:
Newell Rubbermaid Inc.
6833 Stalter Drive, Suite 101
Rockford, Illinois 61108
Tel: 1-800-424-1941
Attn: Office of Investor Relations
USE OF PROCEEDS
Newell expects to use the net proceeds from the sale of the securities for
general corporate purposes. These may include additions to working capital,
repayment of existing debt and acquisitions. If Newell decides to use the net
proceeds from the sale of securities in some other way, Newell will describe the
use of the net proceeds in the prospectus supplement for that offering.
RATIO OF EARNINGS TO FIXED CHARGES
Newell's ratio of earnings to fixed charges for the periods indicated are as
follows:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
- -----------------------------------------------------------------------------------
1999 1998 1997 1996 1995
- --------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
2.42 6.28 4.87 7.51 6.80
</TABLE>
3
<PAGE>
For purposes of calculating the ratio of earnings to fixed charges,
"earnings" consist of income from continuing operations before income taxes,
adjusted for the portion of fixed charges deducted from these earnings and for
minority interests in income of majority owned subsidiaries that have not
incurred fixed charges. "Fixed charges" consist of interest on all indebtedness
(including capitalized lease obligations), amortization of debt expense and the
percentage of rental expense on operating leases deemed representative of the
interest factor.
DESCRIPTION OF DEBT SECURITIES
GENERAL
The following description sets forth general terms that may apply to the
debt securities. The particular terms of any debt securities will be described
in the prospectus supplement relating to those debt securities.
The debt securities will be either our senior debt securities or our
subordinated debt securities. The senior debt securities will be issued under an
indenture dated as of November 1, 1995, between us and The Chase Manhattan Bank,
as trustee. This indenture is referred to as the "senior indenture." The
subordinated debt securities will be issued under an indenture in the form of
the indenture dated as of November 1, 1995 between us and The Chase Manhattan
Bank, as trustee. This indenture is referred to as the "subordinated indenture."
The senior indenture and the subordinated indenture are together called the
"indentures."
Copies of the indentures are filed as exhibits to the registration
statement. For your convenience, we have included references to specific
sections of the indentures in the descriptions below. Capitalized terms not
otherwise defined in this prospectus shall have the meanings shown in the
indenture to which they relate.
The following summaries of provisions of the debt securities and the
indentures are not complete and are qualified in their entirety by express
reference to all of the provisions of the indentures and the debt securities.
Because Newell is a holding company, the right of Newell, and its creditors,
including the holders of the notes, to participate in any distribution of the
assets of any subsidiary upon its liquidation or reorganization or otherwise is
necessarily subject to the prior claims of creditors of the subsidiary, except
to the extent that claims of Newell itself as a creditor of the subsidiary may
be recognized. Neither the debt securities nor the indentures restrict us or any
of our subsidiaries from incurring indebtedness. Substantially all of Newell's
consolidated accounts payable represent obligations of Newell's subsidiaries,
and as of December 31, 1999, the aggregate principal amount of money borrowed by
Newell's consolidated subsidiaries equaled approximately $275.2 million (the
current portion of which was approximately $100.4 million).
Neither of the indentures limits the principal amount of debt securities
that we may issue. Each indenture provides that debt securities may be issued up
to the principal amount that we may separately authorize from time to time. Each
also provides that the debt securities may be denominated in any currency or
currency unit designated by us. Unless otherwise shown in the prospectus
supplement related to that offering, neither the indentures nor the debt
securities will contain any provisions to afford holders of any debt securities
protection in the event of a takeover, recapitalization or similar restructuring
of our business.
The senior debt securities will rank equally with all of our other unsecured
and unsubordinated debt. The subordinated debt securities will rank junior to
all of our senior debt securities and other senior indebtedness as we describe
below under "Particular Terms of the Subordinated Debt Securities--
Subordination."
4
<PAGE>
We will include specific terms relating to a particular series of debt
securities in a prospectus supplement relating to the offering. The terms we
will describe in the prospectus supplement will include some or all of the
following:
(1) the distinct title and type of the debt securities;
(2) the total principal amount or initial offering price of the debt
securities;
(3) the date or dates when the principal of the debt securities will be
payable;
(4) the rate at which the debt securities will bear interest;
(5) the date from which interest on the debt securities will accrue;
(6) the dates when interest on the debt securities will be payable and the
regular record date for these interest payment dates;
(7) the place where
- the principal, premium, if any, and interest on the debt securities
will be paid,
- registered debt securities may be surrendered for registration of
transfer, and
- debt securities may be surrendered for exchange;
(8) any sinking fund or other provisions that would obligate us to
repurchase or otherwise redeem the debt securities;
(9) the terms and conditions upon which we will have the option to redeem
the debt securities;
(10) the denominations in which any registered debt securities will be
issuable, if other than denominations of $1,000 or integral multiples,
and the denominations in which any bearer debt securities will be
issuable, if other than a denomination of $5,000;
(11) the identity of each Security Registrar and Paying Agent, and the
designation of the Exchange Rate Agent, if any, if other than the
Trustee;
(12) the portion of the principal amount of debt securities that will be
payable upon acceleration of the Maturity of the debt securities;
(13) the currency used to pay principal, premium and interest on the debt
securities, if other than U.S. Dollars, and whether you or we may elect
to have principal, premium and interest paid in a currency other than
the currency in which the debt securities are denominated;
(14) any index, formula or other method used to determine the amount of
principal, premium or interest on the debt securities;
(15) whether provisions relating to defeasance and covenant defeasance will
be applicable to the series of debt securities;
(16) any changes to the Events of Default, Defaults or to our covenants made
in the applicable indenture;
(17) whether the debt securities are issuable as registered debt securities
or bearer debt securities, whether there are any restrictions relating
to the form in which they are issued and whether bearer and registered
debt securities may be exchanged for each other;
(18) to whom interest will be payable
- if other than the registered Holder (for registered debt securities),
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- if other than upon presentation and surrender of the related coupons
(for bearer debt securities), or
- if other than as specified in the indentures (for global debt
securities);
(19) if the debt securities are to be convertible or exchangeable for other
securities, the terms of conversion or exchange;
(20) particular terms of subordination with respect to subordinated debt
securities; and
(21) any other terms of the debt securities.
We may issue debt securities as original issue discount securities to be
sold at a substantial discount below their principal amount. If we issue
original issue discount securities, then special federal income tax rules that
apply may be described in the prospectus supplement for those debt securities.
REGISTRATION AND TRANSFER
We presently plan to issue each series of debt securities only as registered
securities. However, we may issue a series of debt securities as bearer
securities, or a combination of both registered securities and bearer
securities. If we issue debt securities as bearer securities, they will have
interest coupons attached unless we elect to issue them as zero coupon
securities. (Sections 201 and 301) If we issue bearer securities, we may
describe material U.S. federal income tax consequences and other material
considerations, procedures and limitations in the prospectus supplement for that
offering.
Holders of registered debt securities may present the debt securities for
exchange for different authorized amounts of other debt securities of the same
series and of similar principal amount at the corporate trust office of the
Trustee in New York, New York or at the office of any other transfer agent we
may designate for the purpose and describe in the applicable prospectus
supplement. The registered securities must be duly endorsed or accompanied by a
written instrument of transfer. The agent will not impose a service charge on
you for the transfer or exchange. We may, however, require that you pay any
applicable tax or other governmental charge. We will describe any procedures for
the exchange of bearer securities for other debt securities of the same series
in the prospectus supplement for that offering. Generally, we will not allow you
to exchange registered securities for bearer securities. (Sections 301, 305 and
1002)
In general, unless otherwise specified in the applicable prospectus
supplement, we will issue registered securities without coupons and in
denominations of $1,000, or integral multiples, and bearer securities in
denominations of $5,000. We may issue both registered and bearer securities in
global form. (Sections 301 and 302)
CONVERSION AND EXCHANGE
If any debt securities will be convertible into or exchangeable for our
common stock or other securities, the applicable prospectus supplement will set
forth the terms and conditions of the conversion or exchange, including:
- the conversion price or exchange ratio;
- the conversion or exchange period;
- whether the conversion or exchange will be mandatory or at the option of
the holder or Newell;
- provisions for adjustment of the conversion price or exchange ratio; and
- provisions that may affect the conversion or exchange if the debt
securities are redeemed.
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GLOBAL SECURITIES
The debt securities of a series may be issued in whole or in part in the
form of one or more global securities, that we will identify in a prospectus
supplement. Unless and until it is exchanged in whole or in part for the
individual debt securities represented thereby, a global security may not be
registered for transfer or exchange except:
- as a whole by the depositary for the global security to a nominee of the
depositary, by a nominee of the depositary to the depositary or another
nominee of the depositary, or by the depositary or a nominee of the
depositary to a successor depositary or a nominee of the successor
depositary; and
- in any other circumstances described in the prospectus supplement
applicable thereto.
The specific terms of the depositary arrangement with respect to any portion
of a series of debt securities to be represented by a global security will be
described in the prospectus supplement applicable thereto. Newell expects that
the following provisions will apply to depositary arrangements.
Unless otherwise specified in the applicable prospectus supplement, debt
securities that are to be represented by a global security to be deposited with
or on behalf of a depositary will be represented by a global security or, in
some cases, global securities registered in the name of the depositary or its
nominee. Upon the issuance of the global security, and the deposit of the global
security with or on behalf of the depositary for the global security, the
depositary will credit on its book entry registration and transfer system the
respective principal amounts of the debt securities represented by the global
security to the accounts of institutions that have accounts with the depositary
or its nominee ("participants"). The accounts to be credited will be designated
by the underwriters or agents of the debt securities. If we directly offer and
sell debt securities the accounts to be credited will be designated by us.
Ownership of beneficial interests in the global security will be limited to
participants or persons that may hold interests through participants. Ownership
of beneficial interests by participants in the global security will be shown on,
and the transfer of that ownership interest will be effected only through,
records maintained by the depositary or its nominee for the global security.
Ownership of beneficial interests in the global security by persons that hold
through participants will be shown on, and the transfer of that ownership
interest within the participant will be effected only through, records
maintained by the participant. The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of the securities in
certificated form. The foregoing limitations and the laws may impair the ability
to transfer beneficial interests in the global securities.
So long as the depositary for a global security, or its nominee, is the
registered owner of the global security, the depositary or the nominee, as the
case may be, will be considered the sole owner or "Holder" of the debt
securities represented by the global security for all purposes under the
indenture applicable thereto. Unless otherwise specified in the applicable
prospectus supplement, owners of beneficial interests in the global security
will not be entitled to have debt securities of the series represented by the
global security registered in their names, will not receive or be entitled to
receive physical delivery of debt securities of the series in certificated form
and will not be considered the Holders of the debt securities for any purposes
under the indenture applicable thereto. Accordingly, each person owning a
beneficial interest in the global security must rely on the procedures of the
depositary and, if the person is not a participant, on the procedures of the
participant through which the person owns its interest to exercise any rights of
a Holder of debt securities under the indenture applicable thereto. Newell
understands that under existing industry practices, if Newell requests any
action of Holders or an owner of a beneficial interest in the global security
desires to give any notice or take any action a Holder is entitled to give or
take under the indenture applicable thereto, then the depositary would authorize
the participants to give this notice or take this action, and participants would
authorize beneficial owners owning through these participants to give this
notice or take this action or would otherwise act upon the instructions of
beneficial owners owning through them.
Principal of and any premium and interest on a global security will be
payable in the manner described in the applicable prospectus supplement.
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CONSOLIDATION, MERGER AND SALE OF ASSETS
As provided in the indentures, we may, without the consent of Holders of the
debt securities, consolidate with or merge into, or convey, transfer or lease
all or substantially all of our properties and assets to, any person (the
"Survivor"), and we may permit any person to merge into, or convey, transfer or
lease its properties and assets substantially as an entirety to us so long as:
- the Survivor is a corporation, limited liability company, partnership or
trust organized and validly existing under the laws of any United States
jurisdiction and expressly assumes our obligations on the debt securities
and under the indentures;
- immediately after giving effect to the transaction, no Default or Event of
Default shall have occurred and be continuing under the indentures; and
- certain other conditions regarding delivery of an Officers' Certificate
and Opinion of Counsel are met. (Section 801)
ACCELERATION OF MATURITY
If an Event of Default occurs and continues with respect to debt securities
of a particular series, the Trustee or the Holders of not less than 25% in
principal amount of outstanding debt securities of that series may declare the
outstanding debt securities of that series due and payable immediately.
(Section 502)
At any time after a declaration of acceleration with respect to debt
securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee therefor, the Holders
of a majority in principal amount of the outstanding debt securities of that
series by written notice to Newell and the Trustee, may rescind and annul the
declaration and its consequences if:
(1) Newell has paid or deposited with the Trustee a sum sufficient to pay in
the Currency in which the debt securities of the series are payable, except as
otherwise specified in the applicable indenture:
- all overdue interest on all outstanding debt securities of that series
and any related Coupons,
- all unpaid principal of and premium, if any, on any of the debt
securities which has become due otherwise than by the declaration of
acceleration, and interest on the unpaid principal at the rate or rates
prescribed therefor in the debt securities,
- to the extent lawful, interest on overdue interest at the rate or rates
prescribed therefor in the debt securities, and
- all sums paid or advanced by the Trustee and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel; and
(2) all Events of Default with respect to debt securities of that series,
other than the non-payment of amounts of principal, interest or any premium on
the debt securities which have become due solely by the declaration of
acceleration, have been cured or waived. (Section 502)
No rescission shall affect any subsequent default or impair any right
consequent thereon.
The Holders of not less than a majority in principal amount of the
outstanding debt securities of any series may, on behalf of the Holders of all
the debt securities of the series and any related Coupons, waive any past
default under the applicable indenture with respect to the series and its
consequences, except a default:
(1) in the payment of the principal of or premium, if any or interest on any
Debt Security of the series or any related Coupon, or
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(2) in respect of a covenant or provision that cannot be modified or amended
without the consent of the Holder of each Outstanding Debt Security of the
series affected thereby. (Section 513)
If an Event of Default with respect to debt securities of a particular
series occurs and is continuing, the Trustee will be under no obligation to
exercise any of its rights or powers under the applicable indenture at the
request or direction of any of the Holders of debt securities of the series,
unless the Holders shall have offered to the Trustee reasonable indemnity and
security against the costs, expenses and liabilities that might be incurred by
it in compliance with the request. (Section 602)
The Holders of a majority in principal amount of the outstanding debt
securities of the series have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee under the
applicable indenture, or exercising any trust or power conferred on the Trustee
with respect to the debt securities of that series. The Trustee may refuse to
follow directions in conflict with law or the indenture that may involve the
Trustee in personal liability or may be unduly prejudicial to the other,
non-directing Holders. (Section 512)
MODIFICATION OR WAIVER
The indentures allow Newell and the Trustee, without the consent of any
Holders of debt securities, to enter into supplemental indentures for various
purposes, including:
- evidencing the succession of another entity to us and the assumption of
our covenants and obligations under the debt securities and the indenture
by this successor,
- adding to Newell's covenants for the benefit of the Holders,
- adding additional Events of Default for the benefit of the Holders,
- establishing the form or terms of any series of debt securities issued
under the supplemental indentures or curing ambiguities or inconsistencies
in the indentures, and
- making other provisions that do not adversely affect the interests of the
Holders of any series of debt securities in any material respect.
(Section 901)
The indentures allow Newell and the Trustee, with the consent of the Holders
of not less than a majority in principal amount of the outstanding debt
securities of all affected series acting as one class, to execute supplemental
indentures adding any provisions to or changing or eliminating any of the
provisions of the indentures or modifying the rights of the Holders of the debt
securities of the series. (Section 902) Without the consent of the Holders of
all the outstanding debt securities affected thereby, no supplemental indenture
may:
- change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any debt security;
- reduce the principal amount of, the rate of interest on, or any premium
payable upon the redemption of, any debt security;
- reduce the amount of the principal of any original issue discount security
that would be due and payable upon acceleration of the Maturity of the
debt security;
- change any Place of Payment where, or the currency, currencies or currency
unit or units in which, any debt security or any premium or interest
thereon is payable;
- impair the right to institute suit for the enforcement of any payment on
or after the Stated Maturity of the debt security or, in the case of
redemption, on or after the Redemption Date;
- affect adversely the right of repayment at the option of the Holder of any
debt security of the series;
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- reduce the percentage in principal amount of the outstanding debt
securities of any series, the consent of whose Holders is required for a
supplemental indenture, or the consent of whose Holders is required for
any waiver of compliance with various provisions of the indenture or
various defaults thereunder and their consequences provided for in the
indentures; or
- modify any of the foregoing described provisions. (Section 902)
MEETINGS
The indentures contain provisions for convening meetings of the Holders of
debt securities of any series for any action to be made, given or taken by
Holders of debt securities. The Trustee, Newell, and the Holders of at least 10%
in principal amount of the outstanding debt securities of a series may call a
meeting, in each case after notice to Holders of that series has been properly
given. (Section 1502)
Persons entitled to vote a majority in principal amount of the outstanding
debt securities of a series will constitute a quorum at a meeting of Holders of
debt securities of that series. Any resolution passed or decision taken at any
meeting of Holders of debt securities of any series that has been properly held
under the provisions of the indentures will bind all Holders of debt securities
of that series and related coupons. (Section 1503)
FINANCIAL INFORMATION
Newell will file with the Securities and Exchange Commission the annual
reports, quarterly reports and other documents required to be filed with the
Securities and Exchange Commission by Section 13(a) or 15(d) of the Exchange
Act, and will also file with the Trustee copies of these reports and documents
within 15 days after it files them with the Securities and Exchange Commission.
(Section 703)
DEFEASANCE
The indentures include provisions allowing us to be discharged from our
obligation on the debt securities of any series. (Section 1401) To be discharged
from our obligations on the debt securities, we would be required to deposit
with the Trustee or another trustee money or U.S. Government Obligations
sufficient to make all principal, premium (if any) and interest payments on
those debt securities. (Section 1404) If we make this defeasance deposit with
respect to your debt securities, we may elect either:
- to be discharged from all of our obligations on your debt securities,
except for our obligations to register transfers and exchanges, to replace
temporary or mutilated, destroyed, lost or stolen debt securities, to
maintain an office or agency in respect of the debt securities and to hold
moneys for payment in trust (Section 1402); or
- in the case of senior debt securities, to be released from restrictions
relating to liens and sale-leaseback transactions and, in the case of all
debt securities, to be released from other covenants as may be described
in the prospectus supplement relating to such debt securities.
(Section 1403)
To establish the trust, Newell must deliver to the Trustee an opinion of our
counsel that the Holders of the debt securities will not recognize gain or loss
for Federal income tax purposes as a result of the defeasance and will be
subject to Federal income tax on the same amount, and in the same manner and at
the same times as would have been the case if the defeasance had not occurred.
(Section 1404 (5)) There may be additional provisions relating to defeasance
which we will describe in the prospectus supplement.
THE TRUSTEE
The Chase Manhattan Bank ("Chase") is the Trustee under the Senior Indenture
and the Subordinated Indenture. Chase is also the agent for the lenders, and a
lender, under a revolving credit facility with
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Newell which, as of the date hereof, permits an aggregate borrowing of up to
$1.2 billion, so long as the terms and conditions of this facility are
satisfied. Chase Securities, Inc., an affiliate of Chase, has from time to time
acted as an agent or underwriter with respect to distribution of our securities.
In addition, we and some of our affiliates maintain other banking and borrowing
arrangements with Chase, and Chase may perform additional banking services for,
or transact other banking business with, Newell in the future.
The Trustee may be deemed to have a conflicting interest for purposes of the
Trust Indenture Act of 1939 and may be required to resign as Trustee if:
- there is an Event of Default under the indenture; and
- one or more of the following occurs:
- the Trustee is a trustee for another indenture under which our
securities are outstanding;
- the Trustee is a trustee for more than one outstanding series of debt
securities under a single indenture;
- the Trustee is one of our creditors; or
- the Trustee or one of its affiliates acts as an underwriter or agent
for us.
Newell may appoint an alternative Trustee for any series of debt securities.
The appointment of an alternative Trustee would be described in the applicable
prospectus supplement.
GOVERNING LAW
The indentures and the debt securities are by their terms to be governed by
and their provisions construed under the internal laws of the State of New York.
(Section 112)
MISCELLANEOUS
Newell has the right at all times to assign any of its respective rights or
obligations under the indentures to a direct or indirect wholly-owned subsidiary
of Newell; provided, that, in the event of any assignment, Newell will remain
liable for all of their respective obligations. (Section 803) The indentures are
binding upon and inure to the benefit of the parties thereto and their
respective successors and assigns. (Section 109)
PARTICULAR TERMS OF THE SENIOR DEBT SECURITIES
The following description of the senior debt securities sets forth
additional general terms and provisions of the senior debt securities to which a
prospectus supplement may relate. The debt securities are described generally in
this prospectus under "Description of Debt Securities" above. The particular
terms of the senior debt securities offered by a prospectus supplement will be
described in the applicable prospectus supplement.
LIMITATION ON LIENS
The senior indenture provides that while the senior debt securities issued
under it or the related Coupons remain outstanding, Newell will not, and will
not permit any of its Subsidiaries to, create, incur, assume or suffer to exist
any Lien of any kind upon any of its or their property or assets, now owned or
hereafter acquired, without directly securing all of the senior debt securities
equally and ratably with the obligation or liability secured by the Lien, except
for:
(1) Liens existing as of the date of the senior indenture;
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(2) Liens, including Sale and Lease-back Transactions, on any property
acquired, constructed or improved after the date of the senior
indenture, which are created or assumed contemporaneously with, or
within 180 days after, the acquisition or completion of this
construction or improvement, or within six months thereafter by a
commitment for financing arranged with a lender or investor within the
180-day period, to secure or provide for the payment of all or a
portion of the purchase price of the property or the cost of the
construction or improvement incurred after the date of the senior
indenture (or before the date of the indenture in the case of any
construction or improvement which is at least 40% completed at the date
of the indenture) or, in addition to Liens contemplated by clauses
(3) and (4) below, Liens on any property existing at the time of
acquisition of the property including acquisition through merger or
consolidation; provided, that any Lien other than a Sale and Lease-back
Transaction meeting the requirements of this clause does not apply to
any property theretofore owned by Newell or a Subsidiary other than, in
the case of any the construction or improvement, and theretofore
unimproved real property on which the property so constructed or the
improvement, is located;
(3) Liens existing on any property of a person at the time the person is
merged with or into, or consolidates with, Newell or a Subsidiary;
(4) Liens on any property of a person (including, without limitation,
shares of stock or debt securities) or its subsidiaries existing at the
time the person becomes a Subsidiary, is otherwise acquired by Newell
or a Subsidiary or becomes a successor to Newell under Section 802 of
the senior indenture;
(5) Liens to secure an obligation or liability of a Subsidiary to Newell or
to another Subsidiary;
(6) Liens in favor of the United States of America or any State, or any
department, agency or instrumentality or political subdivision of the
United States of America or any State, to secure partial progress,
advance or other payments under any contract or statute or to secure
any indebtedness incurred for the purpose of financing all or any part
of the purchase price or the cost of constructing or improving the
property subject to the Liens;
(7) Liens to secure tax-exempt private activity bonds under the Internal
Revenue Code of 1986, as amended;
(8) Liens arising out of or in connection with a Sale and Lease-back
Transaction if the net proceeds of the Sale and Lease-back Transaction
are at least equal to the fair value, as determined by the Board of
Directors, the Chairman of the Board, the Vice Chairman of the Board,
the President or the principal financial officer of Newell, of the
property subject to the Sale and Lease-back Transaction;
(9) Liens for the sole purpose of extending, renewing or replacing in whole
or in part indebtedness secured by any Lien referred to in the
foregoing clauses (1) to (8), inclusive, or in this clause (9);
provided, however, that the principal amount of indebtedness secured
thereby shall not exceed the principal amount of indebtedness so
secured at the time of the extension, renewal or replacement, and that
this extension, renewal or replacement shall be limited to all or a
part of the property which secured the Lien so extended, renewed or
replaced plus improvements on the property;
(10) Liens arising out of or in connection with a Sale and Lease-back
Transaction in which the net proceeds of the Sale and Lease-back
Transaction are less than the fair value, as determined by the Board of
Directors, the Chairman of the Board, the Vice Chairman of the Board,
the President or the principal financial officer of Newell, of the
property subject to the Sale and Lease-back Transaction if Newell
provides in a Board Resolution that it shall, and if Newell covenants
that it will, within 180 days of the effective date of any the
arrangement or, in the case of (C) below, within six months thereafter
under a firm purchase commitment entered into
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within the 180-day period, apply an amount equal to the fair market
value as so determined of the property:
(A) to the redemption of senior debt securities of any series which are,
by their terms, at the time redeemable or the purchase and
retirement of senior debt securities, if permitted;
(B) to the payment or other retirement of Funded Debt, as defined
below, incurred or assumed by Newell which ranks senior to or pari
passu with the senior debt securities or of Funded Debt incurred or
assumed by any Subsidiary other than, in either case, Funded Debt
owned by Newell or any Subsidiary; or
(C) to the purchase of property other than the property involved in the
sale;
(11) Liens on accounts receivable and related general intangibles and
instruments arising out of or in connection with a sale or transfer by
Newell or the Subsidiary of the accounts receivable;
(12) Permitted Liens; and
(13) Liens other than those referred to in clauses (1) through (12) above
which are created, incurred or assumed after the date of the senior
indenture, including those in connection with purchase money mortgages,
Capitalized Lease Obligations and Sale and Lease-back Transactions,
provided that the aggregate amount of indebtedness secured by the
Liens, or, in the case of Sale and Lease-back Transactions, the Value
of the Sale and Lease-back Transactions, referred to in this
clause (13), does not exceed 15% of Consolidated Total Assets.
(Section 1007)
The term "Capitalized Lease Obligations" means, as to any person, the
obligations of the person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) real or personal property which
obligations are required to be classified and accounted for as capital lease
obligations on a balance sheet of the person under generally accepted accounting
principles and, for purposes of the senior indenture, the amount of the
obligations at any date shall be the capitalized amount of the obligations at
the date, determined according to generally accepted accounting principles.
(Section 101)
The term "Consolidated Total Assets" means the total of all the assets
appearing on the consolidated balance sheet of Newell and our Subsidiaries
determined according to generally accepted accounting principles applicable to
the type of business in which Newell and the Subsidiaries are engaged, and may
be determined as of a date not more than 60 days before the happening of the
event for which the determination is being made. (Section 101)
The term "Funded Debt" means any indebtedness which by its terms matures at
or is extendable or renewable at the sole option of the obligor without
requiring the consent of the obligee to a date more than 12 months after the
date of the creation of the indebtedness. (Section 101)
The term "Lien" means, as to any person, any mortgage, lien, collateral
assignment, pledge, charge, security interest or other encumbrance in respect of
or on, or any interest or title of any vendor, lessor, lender or other secured
party to or of the person under any conditional sale or other title retention
agreement or Capitalized Lease Obligation, purchase money mortgage or Sale and
Lease-back Transaction with respect to, any property or asset (including without
limitation income and rights thereto) of the person (including without
limitation capital stock of any Subsidiary of the person), or the signing by the
person and filing of a financing statement which names the person as debtor, or
the signing by the person of any security agreement agreeing to file, or
authorizing any other party as the secured party thereunder to file, any
financing statement. (Section 101)
The term "Permitted Liens" means:
- mechanics, materialmen, landlords, warehousemen and carriers liens and
other similar liens imposed by law securing obligations incurred in the
ordinary course of business which are not past
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due or which are being contested in good faith by appropriate proceedings
and for which appropriate reserves have been established;
- Liens under workmen's compensation, unemployment insurance, social
security or similar legislation;
- Liens, deposits, or pledges to secure the performance of bids, tenders,
contracts (other than contracts for the payment of money), leases, public
or statutory obligations, surety, stay, appeal, indemnity, performance or
other similar bonds, or similar obligations arising in the ordinary course
of business;
- judgment and other similar Liens arising in connection with court
proceedings, provided the execution or other enforcement of the Liens is
effectively stayed and the claims secured thereby are being actively
contested in good faith and by appropriate proceedings; and
- easements, rights of way, restrictions and other similar encumbrances
which, in the aggregate, do not materially interfere with the occupation,
use and enjoyment by Newell or any Subsidiary of the property or assets
encumbered thereby in the normal course of its business or materially
impair the value of the property subject thereto. (Section 101)
The term "Sale and Lease-back Transaction" means, with respect to any
person, any direct or indirect arrangement with any other person or to which any
other person is a party, providing for the leasing to the first person of any
property, whether now owned or hereafter acquired (except for temporary leases
for a term, including any renewal of the leases, of not more than three years
and except for leases between Newell and a Subsidiary or between Subsidiaries),
which has been or is to be sold or transferred by the first person to the other
person or to any person to whom funds have been or are to be advanced by the
other person on the security of the property. (Section 101)
The term "Subsidiary" means any corporation of which at the time of
determination Newell or one or more Subsidiaries owns or controls directly or
indirectly more than 50% of the shares of Voting Stock. (Section 101)
The term "Value" means, with respect to a Sale and Lease-back Transaction,
as of any particular time, the amount equal to the greater of:
(a) the net proceeds from the sale or transfer of the property leased under
the Sale and Lease-back Transaction or
(b) the fair value in the opinion of the Board of Directors, the Chairman of
the Board, the Vice Chairman of the Board, the President or the principal
financial officer of Newell of the property at the time of entering into
the Sale and Lease-back Transaction,
in either case multiplied by a fraction, the numerator of which shall be equal
to the number of full years of the term of the lease remaining at the time of
determination and the denominator of which shall be equal to the number of full
years of the term, without regard to any renewal or extension options contained
in the lease. (Section 101)
The term "Voting Stock" means stock of a corporation of the class or classes
having general voting power under ordinary circumstances to elect at least a
majority of the board of directors, managers or trustees of the corporation.
(Section 101)
EVENTS OF DEFAULT
An "Event of Default" regarding any series of senior debt securities is any
one of the following events:
- default for 30 days in the payment of any interest installment when due
and payable;
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- default in the payment of principal or premium (if any) when due at its
stated maturity, by declaration, when called for redemption or otherwise;
- default in the making of any sinking fund payment when due;
- default in the performance of any covenant in the senior debt securities
or in the senior indenture for 60 days after notice to Newell by the
Trustee or by Holders of 25% in principal amount of the outstanding debt
securities of that series;
- events of bankruptcy, insolvency and reorganization of Newell or one of
its significant subsidiaries;
- an event of default in any mortgage, indenture or other instrument of
indebtedness of Newell which results in a principal amount in excess of
$10,000,000 being due and payable which remains outstanding longer than
30 days after written notice to Newell from the Trustee or from the
Holders of at least 25% of the outstanding debt securities of that series;
and
- any other Event of Default provided with respect to that series of debt
securities. (Section 501)
We are required to file every year with the Trustee an officers' certificate
stating whether any default exists and specifying any default that exists.
(Section 1004)
PARTICULAR TERMS OF THE SUBORDINATED DEBT SECURITIES
The following description of the subordinated debt securities sets forth
additional general terms and provisions of the subordinated debt securities to
which a prospectus supplement may relate. The debt securities are described
generally under "Description of Debt Securities" above. The particular terms of
the subordinated debt securities offered by a prospectus supplement will be
described in the applicable prospectus supplement.
SUBORDINATION
The subordinated debt securities will be subordinated to the prior payment
in full of:
- the senior debt securities and all other unsecured and unsubordinated
indebtedness of Newell ranking equally with the senior debt securities;
and
- other indebtedness of Newell to the extent shown in the applicable
prospectus supplement.
EVENTS OF DEFAULT
An "Event of Default" regarding any series of subordinated debt securities
is any one of the following events:
- default for 60 days in the payment of any interest installment when due
and payable;
- default in the payment of principal or premium (if any) when due at its
stated maturity, by declaration, when called for redemption or otherwise;
- default in the making of any sinking fund payment when due;
- default in the performance of any covenant in the subordinated debt
securities or in the senior indenture for 90 days after notice to Newell
by the Trustee or by Holders of 25% in principal amount of the outstanding
debt securities of that series;
- events of bankruptcy, insolvency and reorganization of Newell or one of
its significant subsidiaries;
- an event of default in any mortgage, indenture or other instrument of
indebtedness of Newell which results in a principal amount in excess of
$15,000,000 being due and payable which remains
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outstanding longer than 30 days after written notice to Newell from the
Trustee or from the Holders of at least 25% of the outstanding debt
securities of that series;
- any other Event of Default provided with respect to that series of debt
securities. (Section 501)
We are required to file every year with the Trustee an officers' certificate
stating whether any default exists and specifying any default that exists.
(Section 1004)
DESCRIPTION OF CAPITAL STOCK
GENERAL
Our authorized capital stock consists of 800,000,000 shares of common stock
and 10,000,000 shares of preferred stock. As of January 31, 2000 there were
282,023,265 shares of common stock and no shares of preferred stock outstanding.
The outstanding shares of common stock are listed on the New York Stock Exchange
and the Chicago Stock Exchange.
COMMON STOCK
VOTING
Holders of common stock vote as a single class on all matters submitted to a
vote of the stockholders, with each share of common stock entitled to one vote.
DIVIDENDS
Holders of the common stock are entitled to receive the dividends that may
be declared from time to time by the Board of Directors out of funds legally
available therefor. The rights of holders of common stock to receive dividends
are subject to the prior rights of holders of any issued and outstanding
preferred stock that may be issued in the future.
OTHER PROVISIONS
Upon liquidation (whether voluntary or involuntary) or a reduction in
Newell's capital which results in any distribution of assets to stockholders,
the holders of the common stock are entitled to receive, pro rata according to
the number of shares held by each, all of the assets of Newell remaining for
distribution after payment to creditors and the holders of any issued and
outstanding preferred stock of the full preferential amounts to which they are
entitled. The common stock has no preemptive or other subscription rights and
there are no other conversion rights or redemption provisions with respect to
the shares.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is First Chicago Trust
Company of New York.
STOCK PURCHASE RIGHTS
Each outstanding share of common stock includes one common stock purchase
right (a "Right") provided under the Rights Agreement dated as of August 6, 1998
between Newell and First Chicago Trust Company of New York. Each Right entitles
the holder, until the earlier of October 31, 2008 or the redemption of the
Rights, to buy the number of shares of common stock having a market value of two
times the exercise price of $200, subject to adjustment under certain
circumstances. The Rights will be exercisable only if a person or group acquires
15% or more of voting power of Newell or announces a tender offer following
which it would hold 15% or more of Newell's voting power. The Rights held by the
15% stockholder would not be exercisable in this situation.
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Furthermore, if following the acquisition by a person or group of 15% or
more of Newell's voting power, Newell were acquired in a merger or other
business combination or 50% or more of its assets were sold, each Right, other
than Rights held by the 15% stockholder, would become exercisable for that
number of shares of common stock or securities of the surviving company in a
business combination having a market value of two times the exercise price of
the Right.
Newell may redeem the Rights at $0.001 per Right before the occurrence of an
event that causes the Rights to become exercisable for common stock.
As of the date of this prospectus, the Rights are not exercisable,
certificates representing the Rights have not been issued and the Rights
automatically trade with the shares of common stock. The Rights will expire on
October 31, 2008, unless earlier redeemed.
PREFERRED STOCK
Our Board of Directors may issue, without further authorization from our
stockholders, up to 10,000,000 shares of preferred stock in one or more series.
Our Board of Directors may determine at the time of creating each series:
- dividend rights and rates;
- voting and conversion rights;
- redemption provisions;
- liquidation preferences; and
- other relative, participating, optional or other special rights,
qualifications, limitations or restrictions of the series.
We will describe in a prospectus supplement relating to any series of
preferred stock being offered the terms of the preferred stock, which may
include:
(1) The maximum number of shares to constitute the series;
(2) Any annual dividend rate on the shares, whether the rate is fixed or
variable or both, the date or dates from which dividends will accrue,
whether the dividends will be cumulative and any dividend preference;
(3) Whether the shares will be redeemable and, if so, the price at and the
terms and conditions on which the shares may be redeemed;
(4) Any liquidation preference applicable to the shares;
(5) The terms of any sinking fund;
(6) Any terms and conditions on which the shares of the series shall be
convertible into, or exchangeable for, shares of any other capital stock;
(7) Any voting rights of the shares of the series; and
(8) Any other preferences or special rights or limitations on the shares of
the series.
Although Newell is not required to seek stockholder approval before
designating any future series of preferred stock, the Board of Directors
presently has a policy of seeking stockholder approval before 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
after the issuance, except for the purpose of (a) raising capital in the
ordinary course of business or (b) making acquisitions, the primary purpose of
which is not to effect a change of voting power.
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PROVISIONS WITH POSSIBLE ANTI-TAKEOVER EFFECTS
As discussed above, Newell has adopted a Rights Agreement that provides
stockholders with rights to purchase shares of common stock or securities of
Newell (or of an acquiring company) at half of the market price under certain
circumstances involving a potential change in control of Newell that has not
been approved by the Board of Directors. The Rights Agreement is intended as a
means to protect the value of the stockholders' investment in Newell while
preserving the possibility of a fair acquisition bid. In addition, the Delaware
General Corporation Law provides, among other things, that any beneficial owner
of more than 15% of Newell's voting stock is prohibited, without the prior
approval of the Board of Directors, from entering into any business combination
with a company for three years from the date the 15% ownership interest is
acquired. Additionally, the "fair price provisions" of the Restated Certificate
of Incorporation require that specific proposed business combinations between
Newell and an "interested party," a beneficial owner of 5% or more of the voting
shares of Newell, 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 Newell who are not affiliated with
the interested party. A vote of the holders of 75% of Newell's outstanding
voting stock is required to amend the fair price provisions of the Restated
Certificate of Incorporation.
Newell's Restated Certificate of Incorporation and By-Laws contain other
provisions which may be viewed as having an anti-takeover effect. The Restated
Certificate of Incorporation classifies the Board of Directors 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 will 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 Newell's outstanding voting stock is required to
amend these provisions. Under the Delaware General Corporation Law, directors of
Newell may only be removed for 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 meeting
or special meeting, and does not permit stockholders to directly call a special
meeting of stockholders. A stockholder must give written notice to Newell of an
intention to nominate a director for election at an annual meeting 90 days
before the anniversary date of the immediately preceding annual meeting. Each of
these provisions tends to make a change of control of the Board of Directors
more difficult and time consuming.
PLAN OF DISTRIBUTION
We may sell the Securities:
- through underwriters,
- through agents,
- directly to a limited number of institutional purchasers or to a single
purchaser, or
- any combination of these.
The prospectus supplement will describe the terms of the offering of the
Securities, including the following:
- the name or names of any underwriters, dealers or agents;
- the purchase price and the proceeds we will receive from the sale;
- any underwriting discounts and other items constituting underwriters'
compensation; and
- any initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers.
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If underwriters are used in the sale, the securities will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. The securities may be
either offered to the public through underwriting syndicates represented by
managing underwriters or by underwriters without a syndicate. The obligations of
the underwriters to purchase securities will be subject to conditions precedent
and the underwriters will be obligated to purchase all the securities if any are
purchased. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
If dealers are used in the sale, we will sell the securities to the dealers
as principals. The dealers may resell the securities to the public at prices
determined by the dealers at the time of the resale.
We may sell securities directly or through agents we designate from time to
time. Any agent involved in the offer or sale of the securities in respect of
which this prospectus is delivered will be named, and any commissions payable by
us to that agent, will be described in the prospectus supplement.
The names of the underwriters, dealers or agents, as the case may be, and
the terms of the transaction will be set forth in the applicable prospectus
supplement.
Agents and underwriters may be entitled to indemnification by us against
civil liabilities arising out of this prospectus, including liabilities under
the Securities Act, or to contribution with respect to payments which the agents
or underwriters may be required to make relating to those liabilities. Agents,
dealers and underwriters may be customers of, engage in transactions with, or
perform services for, us in the ordinary course of business.
Our common stock will be approved for listing upon notice of issuance on the
New York Stock Exchange and the Chicago Stock Exchange. Other Securities may or
may not be listed on a national securities exchange. No assurances can be given
that there will be a market for the Securities.
LEGAL OPINION
Legal matters in connection with the Securities will be passed upon for
Newell by Schiff Hardin & Waite, Chicago, Illinois and for any underwriters,
dealers or agents by counsel named in the applicable prospectus supplement.
Schiff Hardin & Waite has advised Newell that, as of the date hereof, a member
of the firm participating in the representation of Newell in this offering owns
approximately 3,900 shares of common stock.
EXPERTS
The consolidated balance sheets as of December 31, 1998, 1997 and 1996, and
the consolidated statements of income, retained earnings and cash flows of
Newell Rubbermaid Inc. for each of the three years in the period ended
December 31, 1998 incorporated in this prospectus by reference to Newell's
Annual Report on Form 10-K for the fiscal year ended December 31, 1998 as
restated by Newell's Current Report on Form 8-K dated June 30, 1999 have been
audited by Arthur Andersen LLP, independent public accountants, as set forth in
their reports. In those reports, that firm states that with respect to
information relating to Rubbermaid Incorporated its opinion is based on the
reports of other independent public accountants, namely KPMG Peat Marwick LLP.
The financial statements and supporting schedules referred to above have been
included herein in reliance upon the authority of those firms as experts in
giving said reports.
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$749,500,00
NEWELL RUBBERMAID INC.
MEDIUM-TERM NOTES
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PROSPECTUS SUPPLEMENT
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MARCH 14, 2000
BANC ONE CAPITAL MARKETS, INC.
CHASE SECURITIES INC.
GOLDMAN, SACHS & CO.
MORGAN STANLEY DEAN WITTER
