<PAGE> 1
As filed with the Securities and Exchange Commission on October 20, 1994.
REGISTRATION NO.
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
RUBBERMAID INCORPORATED
(Exact name of registrant as specified in its charter)
OHIO 34-0628700
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1147 AKRON ROAD, WOOSTER, OHIO 44691-6000
(Address of principal executive offices)
_______________________
AMENDED 1989 RESTRICTED STOCK INCENTIVE AND OPTION PLAN
(Full title of the plan)
____________________
JAMES A. MORGAN, ESQ.
Senior Vice President,
General Counsel and Secretary
Rubbermaid Incorporated
1147 Akron Road
Wooster, Ohio 44691-6000
(216) 264-6464
(Name, address, and telephone number, including area code, of agent for
service)
___________________
Approximate date of offering hereunder: As soon as practicable after the
effective date of this Registration Statement.
__________________
CALCULATION OF REGISTRATION FEE
<TABLE>
_________________________________________________________________________________________
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share* Price* Fee*
_________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Shares, with
a par value of $1.00
per share** 1,500,000 shs. $25.875 $38,812,500.00 $13,383.71
_________________________________________________________________________________________
<FN>
___________
* The proposed maximum offering price per share and in the aggregate have been
estimated solely for the purpose of computing the registration fee pursuant to
Rule 457(h) and (c) of the Securities Act of 1933. The registration fee is
based on the average of the high and low prices reported for Rubbermaid
Incorporated's Common Shares on the New York Stock Exchange on
October 17, 1994 (such average being $25.875 per share).
** The Common Shares registered hereby include associated rights (the "Rights")
to purchase Common Shares. Until the occurrence of certain prescribed events,
none of which has occurred, the Rights are not exercisable, are evidenced by
the certificates representing the Common Shares, and will be transferred along
with and only with the Common Shares.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by the Registrant, Rubbermaid Incorporated, an
Ohio corporation (the "Corporation") are hereby incorporated by reference into
this Form S-8 Registration Statement (the "Registration Statement"):
1. The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993 filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act");
2. The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994 and June 30, 1994 filed pursuant to Section 13(a)
of the 1934 Act; and
3. The description of the Corporation's Common Shares set forth in the
Corporation's Registration Statement on Form 8-A filed on July 2, 1986
with the Commission pursuant to Section 12(b) of the 1934 Act and the
description of the Rights contained in the Corporation's amendment to
its Registration Statement on Form 8-A filed with the Commission on
Form 8 pursuant to Section 12(b) of the 1934 Act, on October 26, 1989.
All documents filed by the Corporation pursuant to Sections 13(a), 13(c),
14, and 15(d) of the 1934 Act, after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part of this Registration Statement from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Shares offered hereby will be passed upon by
James A. Morgan, Esq., Senior Vice President, General Counsel and Secretary of
the Corporation.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 6 of the Corporation's Code of Regulations, as amended, provides as
follows:
SECTION 6--INDEMNITY
The Corporation shall indemnify, to the full extent then permitted by law,
any person who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
2
<PAGE> 3
criminal, administrative, or investigative, by reason of the fact that he is or
was a director, officer, employee, or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, trustee, officer,
employee, or agent of another corporation, domestic or foreign, nonprofit or
for profit, partnership, joint venture, trust, or other enterprise; provided,
however, that the Corporation shall indemnify any such agent (as opposed to any
director, officer, or employee) of the corporation to an extent greater than
that required by law only if and to the extent that the directors may, in their
discretion, so determine. The indemnification provided hereby shall not be
deemed exclusive of any other right to which those seeking indemnification may
be entitled under any law, the Articles of Incorporation, or any agreement,
vote of shareholders, or of disinterested directors, or otherwise, both as to
action in official capacities and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, trustee, officer, employee, or agent, and shall inure to the benefit
of heirs, executors, and administrators of such a person.
The Corporation may, to the full extent then permitted by law and authorized
by the directors, purchase and maintain insurance on behalf of any person
described above against any liability asserted against and incurred by any such
person in any such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify such person against such
liability.
_____________________________
Reference is made to Section 1701.13(E) of the General Corporation Law of
the State of Ohio relating to indemnification of directors, officers, and
employees of an Ohio corporation.
The Corporation also maintains insurance on behalf of each director and
certain officers against any loss arising from any claim asserted against him
in any such capacity, subject to certain exclusions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
The Exhibits to the Registration Statement are listed in the Exhibit Index
on page 6 of this Registration Statement.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
1933 Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
3
<PAGE> 4
aggregate, represent a fundamental change in the information set forth in
the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the 1934 Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim or indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit, or proceeding) is
asserted by such director, officer, or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the 1933 Act and will be governed
by the final adjudication of such issue.
4
<PAGE> 5
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Wooster, State of Ohio, on this 19th day of
October, 1994.
RUBBERMAID INCORPORATED
By: /s/ Wolfgang R. Schmitt
__________________________
Wolfgang R. Schmitt
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 19, 1994.
/s/ Wolfgang R. Schmitt
______________________________
Wolfgang R. Schmitt,
Chairman of the Board
and Chief Executive Officer
/s/ George C. Weigand
______________________________
George C. Weigand
Senior Vice President
and Chief Financial Officer
/s/ John L. Theler
______________________________
John L. Theler
Vice President-Corporate Controller
Tom H. Barrett, Director; Charles A. Carroll, Director; Zoe Coulson, Director;
Robert O. Ebert, Director; Stanley C. Gault, Director; Robert M. Gerrity,
Director; Karen N. Horn, Director; William D. Marohn, Director; Steven A.
Minter, Director; Jan Nicholson, Director; Paul G. Schloemer, Director.
By: /s/ James A. Morgan
________________________________
Attorney-in-Fact
5
<PAGE> 6
RUBBERMAID INCORPORATED
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
FORM S-8 SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- --------
<S> <C> <C>
4(a) Amended Articles of Incorporation N/A
of Rubbermaid Incorporated, filed
as Exhibit 3(a) and 4(a) to
Form 10-K (File No. 1-4188) for the
year ended December 31, 1992 and
incorporated by reference herein.
4(b) Amended Code of Regulations of N/A
Rubbermaid Incorporated, filed as
Exhibit 3(b) and 4(b) to Form 10-K
for the year ended December 31,
1992 and incorporated by reference
herein.
4(c) Amended and Restated Rights Agreement N/A
between Rubbermaid Incorporated and
Ameritrust Company National Association,
filed as Exhibit 4(c) to Form 10-K for
the year ended December 31, 1992 and
incorporated by reference herein.
5 Opinion of James A. Morgan, Esq.,
as to the legality of the Common
Shares being registered
15 Letter re unaudited interim financial
information
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of James A. Morgan, Esq., N/A
(set forth in his opinion referenced
as Exhibit 5)
24 Powers of Attorney pursuant to which
certain Directors have signed this
Form S-8 Registration Statement.
</TABLE>
6
<PAGE> 1
Exhibit 5
[Rubbermaid Logo]
RUBBERMAID INCORPORATION WOOSTER, OHIO 44691-6000 U.S.A.
1147 AKRON ROAD P.O. BOX 6000 TEL. 216/264-6464
October 18, 1994
Rubbermaid Incorporated
1147 Akron Road
Wooster, OH 44691
Gentlemen:
As counsel for Rubbermaid Incorporated, an Ohio corporation
("Rubbermaid"), I am familiar with the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Rubbermaid with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, with respect to 1,500,000 of Rubbermaid's Common Shares, par value $1
per share (the "Shares"), to be issued in connection with the Amended 1989
Restricted Stock Incentive and Option Plan (the "Plan").
In connection with the foregoing, I have examined the following:
1. The Amended Articles of Incorporation and the Regulations of
Rubbermaid, both as amended to date;
2. The records relating to the organization of Rubbermaid and such
other records of corporate proceedings and such other documents as I deemed
necessary to examine as a basis of the opinions hereinafter expressed;
3. The Registration Statement (including Exhibits thereto) to be filed
with the Securities and Exchange Commission; and
4. Copies of the Plan, and the records of the proceedings of the Board
of Directors of Rubbermaid relating to the adoption and approval thereof.
Based upon such examination, I am of the opinion that:
A. Rubbermaid is a corporation duly organized and validly existing
under the laws of the State of Ohio.
B. The Shares have been duly authorized and, when issued and delivered
pursuant to the Plan and in the manner contemplated by the Registration
Statement, will be validly issued, fully paid and non-assessable.
<PAGE> 2
Rubbermaid Incorporated
October 18, 1994
Page 2
I hereby consent to the filing of this Opinion as Exhibit 5 to the
Registration Statement and the use of my name therein.
Very truly yours,
/s/ James A. Morgan
- -------------------------
JAMES A. MORGAN
Senior Vice President,
General Counsel and Secretary
<PAGE> 1
Exhibit 15
KPMG Peat Marwick LLP
1500 National City Center
1900 East Ninth Street
Cleveland, OH 44114-3495
Rubbermaid Incorporated
1147 Akron Road
Wooster, Ohio 44691-6000
Ladies and Gentlemen:
Re: Registration Statement on Form S-8
With respect to the subject registration statement, we acknowledge our awareness
of the use therein of our reports dated April 12, 1994 and July 13, 1994
related to our review of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not
considered a part of a registration statement prepared or certified by an
accountant or reports prepared or certified by an accountant within the meaning
of sections 7 and 11 of the Act.
Very truly yours,
/s/ KPMG Peat Marwick LLP
Cleveland, Ohio
October 20, 1994
Member Firm of
Klynveid Peat Marwick Goerdeler
<PAGE> 1
Exhibit 23(a)
KPMG Peat Marwick LLP
1500 National City Center
1900 East Ninth Street
Cleveland, OH 44114-3495
The Board of Directors
Rubbermaid Incorporated
We consent to the use of our reports dated February 1, 1994 on the consolidated
financial statements and schedules of Rebbermaid Incorporated and subsidiaries
as of December 31, 1993 and 1992, and for each of the years in the three-year
period then ended incorporated herein by reference.
Our report on the consolidated financial statements refers to a change in
inventory accounting practices and the adoption of the provisions of Financial
Accounting Standards Board's Statements of Financial Accounting Standards Nos.
109 and 106, Accounting for Income Taxes and Employers Accounting for
Postretirement Benefits Other Than Pensions, respectively, in 1992.
/s/ KPMG Peat Marwick LLP
Cleveland, Ohio
October 20, 1994
Member Firm of
Klynveid Peat Marwick Goerdeler
<PAGE> 1
Exhibit 24
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, a director of Rubbermaid Incorporated, an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, a Registration Statement on Form S-8 to effect the
registration of securities pursuant to and in connection with the Rubbermaid
Incorporated Amended 1989 Restricted Stock Incentive and Option Plan, hereby
constitutes and appoints James A. Morgan, Martin J. Degnan and George C.
Weigand, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place, and stead of the
undersigned, to sign and file the proposed registration statement and any and
all amendments, post-effective amendments, and exhibits thereto, and any and
all applications and other documents to be filed with the Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, The undersigned has hereunto set his or her hand as
of June 27, 1994.
/s/ Tom H. Barrett
---------------------------
<PAGE> 2
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, a director of Rubbermaid Incorporated, an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, a Registration Statement on Form S-8 to effect the
registration of securities pursuant to and in connection with the Rubbermaid
Incorporated Amended 1989 Restricted Stock Incentive and Option Plan, hereby
constitutes and appoints James A. Morgan, Martin J. Degnan and George C.
Weigand, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place, and stead of the
undersigned, to sign and file the proposed registration statement and any and
all amendments, post-effective amendments, and exhibits thereto, and any and
all applications and other documents to be filed with the Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, The undersigned has hereunto set his or her hand as
of June 27, 1994.
/s/ Charles A. Carroll
---------------------------
<PAGE> 3
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, a director of Rubbermaid Incorporated, an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, a Registration Statement on Form S-8 to effect the
registration of securities pursuant to and in connection with the Rubbermaid
Incorporated Amended 1989 Restricted Stock Incentive and Option Plan, hereby
constitutes and appoints James A. Morgan, Martin J. Degnan and George C.
Weigand, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place, and stead of the
undersigned, to sign and file the proposed registration statement and any and
all amendments, post-effective amendments, and exhibits thereto, and any and
all applications and other documents to be filed with the Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, The undersigned has hereunto set his or her hand as
of June 27, 1994.
/s/ Zoe Coulson
---------------------------
<PAGE> 4
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, a director of Rubbermaid Incorporated, an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, a Registration Statement on Form S-8 to effect the
registration of securities pursuant to and in connection with the Rubbermaid
Incorporated Amended 1989 Restricted Stock Incentive and Option Plan, hereby
constitutes and appoints James A. Morgan, Martin J. Degnan and George C.
Weigand, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place, and stead of the
undersigned, to sign and file the proposed registration statement and any and
all amendments, post-effective amendments, and exhibits thereto, and any and
all applications and other documents to be filed with the Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, The undersigned has hereunto set his or her hand as
of June 27, 1994.
/s/ Robert O. Ebert
---------------------------
<PAGE> 5
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, a director of Rubbermaid Incorporated, an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, a Registration Statement on Form S-8 to effect the
registration of securities pursuant to and in connection with the Rubbermaid
Incorporated Amended 1989 Restricted Stock Incentive and Option Plan, hereby
constitutes and appoints James A. Morgan, Martin J. Degnan and George C.
Weigand, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place, and stead of the
undersigned, to sign and file the proposed registration statement and any and
all amendments, post-effective amendments, and exhibits thereto, and any and
all applications and other documents to be filed with the Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, The undersigned has hereunto set his or her hand as
of June 27, 1994.
/s/ Stanley C. Gault
---------------------------
<PAGE> 6
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, a director of Rubbermaid Incorporated, an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, a Registration Statement on Form S-8 to effect the
registration of securities pursuant to and in connection with the Rubbermaid
Incorporated Amended 1989 Restricted Stock Incentive and Option Plan, hereby
constitutes and appoints James A. Morgan, Martin J. Degnan and George C.
Weigand, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place, and stead of the
undersigned, to sign and file the proposed registration statement and any and
all amendments, post-effective amendments, and exhibits thereto, and any and
all applications and other documents to be filed with the Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, The undersigned has hereunto set his or her hand as
of June 27, 1994.
/s/ Robert M. Gerrity
---------------------------
<PAGE> 7
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, a director of Rubbermaid Incorporated, an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, a Registration Statement on Form S-8 to effect the
registration of securities pursuant to and in connection with the Rubbermaid
Incorporated Amended 1989 Restricted Stock Incentive and Option Plan, hereby
constitutes and appoints James A. Morgan, Martin J. Degnan and George C.
Weigand, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place, and stead of the
undersigned, to sign and file the proposed registration statement and any and
all amendments, post-effective amendments, and exhibits thereto, and any and
all applications and other documents to be filed with the Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, The undersigned has hereunto set his or her hand as
of June 27, 1994.
/s/ Karen N. Horn
---------------------------
<PAGE> 8
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, a director of Rubbermaid Incorporated, an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, a Registration Statement on Form S-8 to effect the
registration of securities pursuant to and in connection with the Rubbermaid
Incorporated Amended 1989 Restricted Stock Incentive and Option Plan, hereby
constitutes and appoints James A. Morgan, Martin J. Degnan and George C.
Weigand, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place, and stead of the
undersigned, to sign and file the proposed registration statement and any and
all amendments, post-effective amendments, and exhibits thereto, and any and
all applications and other documents to be filed with the Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, The undersigned has hereunto set his or her hand as
of June 27, 1994.
/s/ William D. Marohn
---------------------------
<PAGE> 9
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, a director of Rubbermaid Incorporated, an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, a Registration Statement on Form S-8 to effect the
registration of securities pursuant to and in connection with the Rubbermaid
Incorporated Amended 1989 Restricted Stock Incentive and Option Plan, hereby
constitutes and appoints James A. Morgan, Martin J. Degnan and George C.
Weigand, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place, and stead of the
undersigned, to sign and file the proposed registration statement and any and
all amendments, post-effective amendments, and exhibits thereto, and any and
all applications and other documents to be filed with the Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, The undersigned has hereunto set his or her hand as
of June 27, 1994.
/s/ Steven A. Minter
---------------------------
<PAGE> 10
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, a director of Rubbermaid Incorporated, an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, a Registration Statement on Form S-8 to effect the
registration of securities pursuant to and in connection with the Rubbermaid
Incorporated Amended 1989 Restricted Stock Incentive and Option Plan, hereby
constitutes and appoints James A. Morgan, Martin J. Degnan and George C.
Weigand, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place, and stead of the
undersigned, to sign and file the proposed registration statement and any and
all amendments, post-effective amendments, and exhibits thereto, and any and
all applications and other documents to be filed with the Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, The undersigned has hereunto set his or her hand as
of June 27, 1994.
/s/ Jan Nicholson
---------------------------
<PAGE> 11
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, a director of Rubbermaid Incorporated, an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, a Registration Statement on Form S-8 to effect the
registration of securities pursuant to and in connection with the Rubbermaid
Incorporated Amended 1989 Restricted Stock Incentive and Option Plan, hereby
constitutes and appoints James A. Morgan, Martin J. Degnan and George C.
Weigand, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place, and stead of the
undersigned, to sign and file the proposed registration statement and any and
all amendments, post-effective amendments, and exhibits thereto, and any and
all applications and other documents to be filed with the Securities and
Exchange Commission pertaining to such securities or such registration with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary to be done in the premises, hereby ratifying
and approving the acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, The undersigned has hereunto set his or her hand as
of June 27, 1994.
/s/ Paul G. Schloemer
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