<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended DECEMBER 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from
_______________ to ________________
Commission file number 1-4188
------
RUBBERMAID INCORPORATED
-----------------------
(Exact name of registrant as specified in its charter)
OHIO 34-0628700
---- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1147 AKRON ROAD, WOOSTER, OHIO 44691-6000
- --------------- ------------- ----------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code - 216-264-6464
------------
Securities registered pursuant to Section 12(b) of the act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
COMMON, PAR VALUE $1.00 PER SHARE NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the act: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes __X__ No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
Common Shares, Par Value $1.00, Outstanding at January 31, 1994 -- 160,433,904.
Aggregate market value of such shares held by non-affiliates of Registrant as
of that date -- $4,835,966,719.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Shareholders on April 26, 1994 -- Part III
Consolidated financial statements and other data from Registrant's 1993 Annual
Report to Shareholders -- Parts I and II
<PAGE> 2
PART I
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ITEM 1. BUSINESS
- -----------------
GENERAL
-------
Registrant was incorporated under the laws of the State of
Ohio in 1920. Registrant and its subsidiaries operate in one industry segment
which consists of the manufacture and distribution of plastic and rubber
products consumed primarily by the end-user in the consumer, commercial,
industrial, agricultural, office, marine, automotive accessories, contract, and
children's markets. They include such items as housewares, home horticulture
products, decorative coverings, leisure and recreational products, infants and
children's toys and furniture, office, and industrial products, and products
used in food service, health care, and sanitary maintenance. Registrant's
products are distributed through its sales personnel and manufacturers' agents
to a variety of retailers, including mass merchandisers and wholesalers, and
distributors serving institutional markets.
Registrant's basic philosophy since its beginning has been to
offer products of high quality and value to the user. The corporate objective,
since the late-1970's, has been, and continues to be, to increase sales,
earnings, and earnings per share 15% per year, compounded annually. This
growth is expected to come from a combination of maximizing core businesses
through product line and market extensions, new product introductions, global
expansion of the business, and selective acquisitions.
Registrant's primary focus is to achieve its earnings and
earnings per share growth objective of 15%, compounded annually. Since its
inception, the sales growth objective has been based on certain fundamental
assumptions: first, an increase of 3-5% in U. S. Gross Domestic Product;
second, inflation of 2-4% in Registrant's pricing; and, finally, unit volume
growth averaging around 11%. Since Gross Domestic Product increases have been
below this assumption and Registrant's pricing has been essentially flat for
the past several years, sales growth has been less than the 15% targeted
increase. Registrant has been successful, however, in implementing cost
reductions and productivity improvement programs to leverage the sales growth
towards the earnings goals.
Among the businesses acquired by the Registrant are The Little
Tikes Company (1984); Gott Corporation (1985); Seco Industries, Inc. (1986);
MicroComputer Accessories, Inc. (1986); Viking Brush Limited (1987); EWU (AG)
(1990); Eldon Industries, Inc. (1990); CIPSA (1992); and Iron Mountain Forge
Corporation (1992).
CIPSA, the leading plastic housewares manufacturer and
marketer in Mexico now operates as Rubbermaid de Mexico and is a part of the
Home Products Division.
Iron Mountain Forge Corporation, which now reports to The
Little Tikes Company, is a leading manufacturer and marketer of commercial
playground equipment. Registrant expects that the synergy with Little Tikes
will increase Iron Mountain Forge's strengths in the parks, schools and
recreational areas and accelerate the development of the attractive growing
child care market.
The companies acquired by Registrant all shared many common
characteristics with Registrant including a high-quality image, emphasis on new
product development and customer service, similar materials and/or
manufacturing processes, and similar distribution channels.
Additional expansion has come from new operations formed from
existing businesses to focus on specific segments of their markets.
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<PAGE> 3
Rubbermaid Specialty Products Inc. was formed in 1988 to
consolidate seasonal products with similar channels of distribution into one
operation. The resin casual furniture product line was transferred from the
Home Products Division to be integrated with home horticulture products,
planters, and bird feeders. The GOTT line of insulated products and BLUE ICE
refreezable ice substitute were also integrated into this business and
rebranded with the Rubbermaid name. This creates the opportunity to utilize
seasonal product synergies which, coupled with the Rubbermaid brand, increase
critical marketing mass at the trade level. To further increase critical mass,
Rubbermaid-Allibert was realigned in 1991 to report to this business.
In December 1992, the Rubbermaid-Allibert resin furniture
joint venture was dissolved and changed to a strategic alliance with
Sommer-Allibert Inc. for interchange of technology, product development and
sourcing. Rubbermaid will focus exclusively on the mass market and Allibert on
the specialty furniture and contract channels. Rubbermaid Specialty Products
retained the Stanley, North Carolina manufacturing facility.
During 1988 Registrant established an Office Products Division
which combined the activities of home office products from the Home Products
Division, commercial office products from Rubbermaid Commercial Products Inc.
and MicroComputer Accessories, Inc. The Division enhanced service for
traditional customers while capitalizing on the emerging distribution trends in
the industry with concentrated marketing and distribution and a complete and
diversified line of products. Early in 1991, the Office Products Division and
Eldon Industries, Inc., were combined to form Rubbermaid Office Products Inc.
to capitalize on their many synergies and to improve support and service to
customers.
To better serve certain foreign markets, Registrant and the
Dutch chemical conglomerate DSM formed a joint venture in 1990 to manufacture
and market plastic and rubber housewares for Europe, the Middle East, and North
Africa. The venture, known as Curver Rubbermaid Group, includes Rubbermaid's
former European facilities in Germany, France, Austria, The Netherlands, and
Switzerland. DSM contributed its Curver Housewares Group which included its
subsidiaries - Curver U.K., Curver Netherlands, Lawn Comfort-France and
Belgium, Curver France, Rodex-Spain, Curver Italy, Curver Belgium, and Curver
Germany. The joint venture subsequently entered into a Scandinavian joint
venture as well as one for Hungary and Czechoslovakia. Headquartered in
Goirle, The Netherlands, the organization markets products under both the
Rubbermaid and Curver brand names. Rubbermaid accounts for its 40% share of the
venture using the equity accounting method.
The percent of net sales contributed by each of the consumer
and institutional classes of products for the three years ended December 31,
1993, was as follows:
<TABLE>
NET SALES
---------
<CAPTION>
Consumer Institutional
-------- -------------
<S> <C> <C>
1993 78% 22%
1992 77% 23%
1991 76% 24%
</TABLE>
2
<PAGE> 4
Raw Materials
-------------
The principal raw materials used in the manufacture of
Registrant's products are various plastic resins and synthetic rubber (all of
which are derivatives of petroleum or natural gas liquids) and color
concentrates. All of these items are available from numerous competitive
sources. Even though a significant portion of the Registrant's raw materials
are derivatives of natural gas, the increase in crude oil costs during 1990
resulting from the Persian Gulf crisis was reflected in Registrant's costs of
raw materials. Since that time, crude oil costs have returned to more normal
levels, and resin prices have decreased to more realistic supply/demand levels.
Registrant expects to obtain adequate resins for its needs and has accelerated
its continuing program of substituting available or reformulated resins where
practical and consistent with quality considerations.
Patents and Trademarks
----------------------
There are no patents or licenses considered material to the
business. The Registrant is of the opinion that through sustained advertising
and use, the trademark RUBBERMAID has become of value in the identification and
acceptance of its products, especially in North America. In addition,
Registrant has many well-known brands such as CON-TACT (pressure sensitive
decorative coverings), ELDON (office products), LITTLE TIKES (toys), and SECO
(floor maintenance products) that compete in domestic and international
markets.
Seasonality
-----------
Historically, the year-end holiday season records the highest
sales volume for the toy industry; however, the Little Tikes spring and summer
products have served to more evenly balance monthly shipments. Rubbermaid
Specialty Products concentrates its efforts on product categories of a seasonal
nature, including insulated products, outdoor casual furniture, planters, and
bird feeders. Insulated product and casual resin furniture sales are highest
during the first six months of the year, and inventories are built during the
other periods of the year in order to more easily accommodate demand. No
material portion of the Registrant's other businesses is of a highly seasonal
nature.
Working Capital
---------------
Working capital requirements of the business increase
generally as sales volumes increase. There are normally no unusual working
capital needs existent at any one time in the ordinary course of business.
Dating programs offering extended terms are carried on by the various operating
companies as part of their normal marketing activities.
Customers
---------
Sales are made to a broad range of customers, one of which
accounted for 14%, 13%, and 11% of net sales in 1993, 1992, and 1991,
respectively. Due in part to Registrant's perception that consumers are loyal
to Registrant's brand names, Registrant does not believe that the loss of any
one customer would have a materially adverse effect on its business.
Backlog
-------
The Registrant produces to and sells from inventory for the
majority of its products. The amount of backlog existent at any one time is
not a significant factor in the business.
3
<PAGE> 5
Competition
-----------
All markets served by the Registrant and its subsidiaries are
competitive as to price, service, and product performance. Most of the
Registrant's products compete not only with those of other manufacturers using
similar raw materials but also with products manufactured from other materials.
Many of the competitor companies are either closely held or are divisions of
larger entities. The Registrant is recognized as a strong competitive factor
in the marketplace, but there is no reliable quantitative manner in which the
aggregate competitive position of the Registrant can be determined.
Research and Development
------------------------
The Registrant expended approximately $28,202,000,
$25,951,000, and $23,239,000 during 1993, 1992, and 1991, respectively, on
research activities related to product, process and materials development, and
mold design. These costs are charged to operations as incurred.
Environmental Matters
---------------------
Compliance with Federal, State, and local provisions, which
have been enacted or adopted regulating the discharge of materials into the
environment, or otherwise relating to the protection of the environment, is not
expected to have an adverse effect upon the capital expenditures, earnings, or
competitive position of the Registrant and its subsidiaries. Reference is made
to page 35 of the 1993 Annual Report to Shareholders, which is contained in
Exhibit 13 hereof, concerning further information regarding Registrant's
Environmental Program.
Employees
---------
The average number of persons employed by Registrant and its
subsidiaries during 1993 was 11,978.
Foreign Operations
------------------
Reference is made to page 33 of the 1993 Annual Report to
Shareholders, which is contained in Exhibit 13 hereof, for information
concerning Registrant's operations in different geographical areas. Export
sales are not material and are, therefore, not separately stated.
Registrant uses a variety of approaches to expand and develop
international markets. To maximize return on existing investments, emphasis is
placed on exporting from existing manufacturing facilities. Where market size
and economics justify, manufacturing facilities are established - for example,
Canada, Europe and Mexico. Licensing arrangements are used in those markets
where the costs of importing are prohibitive and where Company-owned
manufacturing is not economically justified. Today, Rubbermaid products are
distributed worldwide.
To accelerate international growth, foreign businesses were
repositioned in January 1990 to provide direct line reporting relationships
with their counterpart domestic operation. The management of Rubbermaid
businesses around the world, plus the coordination of sales and foreign
markets, are the responsibility of the respective core operating companies.
The Corporate role is to develop and coordinate with the core businesses
strategic plans, priorities, and global operations. To improve efficiencies in
the new regions being developed, staff functions are centralized, while the
line functions are decentralized to each core business.
No greater known significant risk is attendant to the foreign
business than to the domestic business conducted by the Registrant and its
subsidiaries.
4
<PAGE> 6
ITEM 2. PROPERTIES
- ------- ----------
Registrant and its subsidiaries have manufacturing and/or
warehousing locations in 14 states and 10 foreign countries.
Major plant and warehouse locations of Registrant are as
follows:
Home Products Division - Wooster and Akron, Ohio;
Cortland, New York; Cleburne and Greenville, Texas; Phoenix,
Arizona; Statesville, North Carolina; Mississauga and Montreal
(leased), Canada; and Mexico City, Mexico.
Rubbermaid Specialty Products Inc. - Stanley and
Huntersville (leased), North Carolina; and Goddard and
Winfield, Kansas.
The Little Tikes Company - Hudson, Sebring, and Stow
(leased), Ohio; Aurora and Farmington, Missouri; City of
Industry, California (leased), Shippensburg, Pennsylvania;
Dublin, Ireland; and Guelph, Canada (leased).
Rubbermaid Commercial Products Inc. - Winchester,
Virginia; Centerville, Iowa; Cleveland, Tennessee; Oakville,
Canada; and Welschenrohr, Switzerland (leased).
Rubbermaid Office Products Inc. - Maryville, Tennessee;
Carson, California (leased); Itasca, Illinois (leased);
Cranbury, New Jersey (leased); Markham, Canada (leased);
Shefford, England (leased).
Certain portions of the Cortland, New York facility are leased
from Industrial Development Authorities pursuant to industrial development bond
financing; however, Registrant will own the facilities upon repayment of such
financing. Certain other facilities are subject to mortgages securing
industrial revenue bond financing.
The properties and facilities of the Registrant and its
subsidiaries are modern and suitable to the requirements of the business. On
an overall basis, these facilities, with certain exceptions due primarily to
general economic slowdowns, have been operated near capacity. As a general
rule, continuing capital expenditures are required each year to provide the
necessary plant, equipment, and tooling to support the growth of the business.
To supplement its own facilities, Registrant has followed a practice of
sourcing a portion of its production and warehousing requirements from third
parties.
ITEM 3. LEGAL PROCEEDINGS
- -------- -----------------
There are no material pending legal proceedings to which the
Registrant or any of its subsidiaries is a party.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- -------- ---------------------------------------------------
During the fourth quarter of the fiscal year covered by this
Form 10-K, no matter was submitted to a vote of Registrant's shareholders,
through the solicitation of proxies or otherwise.
5
<PAGE> 7
<TABLE>
Executive Officers of the Registrant
------------------------------------
<CAPTION>
Employed By
-----------
Registrant
----------
Name Age Since Positions and Offices Held
---- --- ----- --------------------------
<S> <C> <C> <C>
Wolfgang R. Schmitt 50 1966 Chairman of the Board and Chief Executive Officer.
Mr. Schmitt has been Chairman since September
1993 and Chief Executive Officer since November 1992;
previously from November 1992, Co-Chairman. From
May 1991, President and Chief Operating Officer,
Executive Vice President (1987-1991) and President
of the Home Products Division (1984-1990). Employed
by the Company in various marketing and research
and development assignments since 1966.
Charles A. Carroll 44 1971 President and Chief Operating Officer; Acting
President, Home Products Division.
Mr. Carroll was elected President and Chief
Operating Officer of the Company in September 1993.
He continues as Acting President of the Home
Products Division in which capacity he has served
since 1990. Previously, and from 1988, he was
President and General Manager of Rubbermaid
Specialty Products. He has been employed by the
Company in various sales and management capacities
since 1971.
Gary S. Baughman 47 1990 Executive Vice President; President and General
Manager, The Little Tikes Company.
Mr. Baughman was elected Executive Vice President
of the Company in September 1993. He has been
President and General Manager, The Little Tikes
Company, since 1990. Previously, he had been
President, Evenflo Juvenile Furniture, since 1986,
and prior to that was President and General
Manager of The Stiffel Lamp Company.
</TABLE>
6
<PAGE> 8
<TABLE>
<CAPTION>
Employed By
-----------
Registrant
----------
Name Age Since Positions and Offices Held
---- --- ----- --------------------------
<S> <C> <C> <C>
Arthur J. Brown 50 1993 Senior Vice President, International Business
Development.
Mr. Brown joined the Company in May 1993. He
was previously President of the International
Division of L & F Products, a division of
Eastman Kodak, from 1989. Prior thereto for 19
years, he was employed by S. C. Johnson Wax, Inc.
in various international marketing and sales
capacities.
Richard D. Gates 51 1973 Senior Vice President, Business Development and Investor
Relations.
Mr. Gates joined the Registrant as
Assistant Controller in 1973 and was elected
Assistant Treasurer in 1977, Treasurer in 1979, and
Vice President in 1980. He was named Senior Vice
President, Investor Relations and Corporate
Communications in 1991 and to his present
position in 1992.
James A. Morgan 58 1974 Senior Vice President, General Counsel and Secretary.
Mr. Morgan joined the Registrant as
Assistant Secretary and Counsel in February 1974 and
was elected Secretary in 1977, Vice President in
1979, Senior Vice President in 1983, and General
Counsel in 1988.
Michael E. Naylor 55 1992 Senior Vice President, Technology and Environment.
Mr. Naylor joined the Registrant as Senior
Vice President, Technology and Environment in August
1992. He was previously with General Motors
Corporation for 25 years and most recently
served as General Director of the Military Vehicle
Business. In previous assignments he was Executive
in charge of Corporate Strategic Planning and Manager
of Research and Development for the Transportation
Systems Division.
</TABLE>
7
<PAGE> 9
<TABLE>
<CAPTION>
Employed By
-----------
Registrant
----------
Name Age Since Positions and Offices Held
---- --- ----- --------------------------
<S> <C> <C> <C>
Thomas W. Ward 59 1979 Senior Vice President, Human Resources.
Mr. Ward joined the Registrant as Vice
President, Human Resources in December 1979 and was
elected Senior Vice President in 1983.
George C. Weigand 42 1984 Senior Vice President and Chief Financial Officer.
Mr. Weigand became Senior Vice President and
Chief Financial Officer on March 4, 1994, having
previously served as Vice President and
Corporate Controller since March 1, 1992, and Vice
President, Auditing and Taxes from 1990. Previously,
he was Manager of Auditing and Taxes from 1987 and
prior, thereto, Manager of Auditing.
John W. Dean III 38 1988 Vice President and Treasurer.
Mr. Dean joined the Registrant as Assistant
Treasurer in 1988 and was elected Vice President
and Treasurer in 1991. He was previously Director of
Banking and Finance with The Uniroyal Goodrich
Tire Company.
Gary E. Kleinjan 45 1980 President and General Manager, Rubbermaid Office
Products Inc.
Mr. Kleinjan was appointed President and
General Manager of Rubbermaid Office Products Inc.
in March of 1994. Prior thereto and from August
1992, he was Vice President and General Manager of
MicroComputer Accessories, Inc. Previously and from
1988, he was Vice President, Sales of the Home
Products Division where he held various sales
assignments since joining the Company in 1980.
Gary F. Mattison 53 1967 President and General Manager, Rubbermaid Specialty
Products Inc.
Mr. Mattison was appointed President and
General Manager of Rubbermaid Specialty Products in
June 1993. Prior thereto and from 1979, he was Vice
President, Manufacturing for the Home Products
Division. He has been employed by the Company in
various manufacturing assignments since 1967.
</TABLE>
8
<PAGE> 10
<TABLE>
<CAPTION>
Employed By
-----------
Registrant
----------
Name Age Since Positions and Offices Held
---- --- ----- --------------------------
<S> <C> <C> <C>
Joseph M. Ramos 52 1992 President and General Manager, Rubbermaid
Commercial Products Inc.
Mr. Ramos joined Rubbermaid Commercial Products
on January 1, 1992 as President and General
Manager. He was previously employed with 3M
Company for 25 years in various domestic and
international sales, marketing, and general
management assignments.
</TABLE>
All executive officers who are officers of Registrant are elected for a
one-year term.
PART II
ITEM 5. Market for Registrant's Equity Stock and Related Stockholder Matters
- ------- --------------------------------------------------------------------
Registrant's Common Shares are traded on the New York Stock
Exchange under the symbol RBD. As of January 31, 1994, Registrant had
approximately 22,700 shareholders of record. Reference is made to page 33 of
the 1993 Annual Report to Shareholders, which is contained in Exhibit 13
hereof, for information concerning sales prices for and dividends paid on
Registrant's Common Shares during 1993 and 1992.
ITEM 6. Selected Financial Data
- ------- -----------------------
Reference is made to pages 36 and 37 of the 1993 Annual Report
to Shareholders, which are contained in Exhibit 13 hereof, which pages include
the Summary of Consolidated Operations for the five years ended December 31,
1993 as part of the Registrant's "Consolidated Financial Summary", which
information is incorporated by reference herein.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
- ------- ---------------------------------------------------------------
Results of Operations
---------------------
Reference is made to pages 34 and 35 of the 1993 Annual Report
to Shareholders, which are contained in Exhibit 13 hereto, which include
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" for the years 1993, 1992, and 1991, which information is
incorporated herein by reference.
ITEM 8. Financial Statements and Supplementary Data
- ------- -------------------------------------------
Reference is made to pages 25 through 33 of the 1993 Annual
Report to Shareholders, which are contained in Exhibit 13 hereto, which include
the consolidated financial statements and the notes thereto as of December 31,
1993 and 1992, and for each of the years in the three year period ended
December 31, 1993, together with the independent auditors' report thereon of
KPMG Peat Marwick dated February 1, 1994, which information is incorporated
herein by reference. Supplemental schedules, together with the independent
auditors' report thereon, are included herein. Such additional financial data
should be read in conjunction with the consolidated financial statements.
9
<PAGE> 11
ITEM 9. Changes In and Disagreements with Accountants on Accounting and
- ------- ---------------------------------------------------------------
Financial Disclosure
--------------------
Registrant has not changed its independent auditors, and there
have been no reportable disagreements with such auditors regarding accounting
principles or practices or financial disclosure matters.
PART III
--------
ITEM 10. Directors and Executive Officers of the Registrant
- -------- --------------------------------------------------
Information regarding the directors of Registrant is included
under the caption "Election of Directors" in the Registrant's proxy statement
to be dated on or about March 11, 1994, and is incorporated herein by
reference. Information regarding the executive officers of Registrant is
included under a separate caption in Part I hereof and is incorporated by
reference, in accordance with General Instruction G(3) to Form 10-K and
Instruction 3 to Item 401(b) of Regulation S-K.
ITEM 11. Executive Compensation
- -------- ----------------------
Information regarding the above is included under the caption
"Executive Compensation" in the Registrant's proxy statement to be dated on or
about March 11, 1994, and is incorporated herein by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
- -------- --------------------------------------------------------------
Information regarding the above is included under the captions
"Security Ownership of Certain Beneficial Owners" and "Ownership By Management"
in the Registrant's proxy statement to be dated on or about March 11, 1994, and
is incorporated herein by reference.
ITEM 13. Certain Relationships and Related Transactions
- -------- ----------------------------------------------
Information regarding the above is included under the caption
"Security Ownership of Certain Beneficial Owners" in the Registrant's proxy
statement to be dated on or about March 11, 1994, and is incorporated herein by
reference.
PART IV
-------
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
- -------- ----------------------------------------------------------------
(a) The following documents are filed as part of this Form 10-K
Report.
(1) The financial statements referred to in Item 8 above
which are contained in Exhibit 13 hereto and which
are incorporated by reference thereto.
(2) The following additional financial information:
Independent Auditors' Report on Supporting Schedules
Schedule V - Property, Plant, and Equipment
Schedule VI - Accumulated Depreciation and
Amortization of Property, Plant, and Equipment
Schedule VIII - Valuation and Qualifying Accounts
Schedule IX - Short-Term Borrowings
Schedule X - Supplementary Income Statement
Information
10
<PAGE> 12
(3) Exhibits 10(a) through 10(h) to this Item 14
constitute each executive compensation plan and
arrangement of Registrant.
All other schedules have been omitted because the material is
not applicable or is not required or because the required information is shown
in the consolidated financial statements or in the notes thereto.
(b) There were no reports on Form 8-K filed for the quarter ended
December 31, 1993.
(c) Exhibits (numbered in accordance with Item 601 of Regulation
S-K).
(3a, 4a) Amended Articles of Incorporation of Rubbermaid
Incorporated. Incorporated by reference from
Exhibits 3a and 4a to Form 10-K for the year
ended December 31, 1992.
(3b, 4b) Regulations of Rubbermaid Incorporated.
Incorporated by reference from Exhibits 3a and 4a to
Form 10-K for the year ended December 31, 1992.
(4c) Amended and Restated Rights Agreement between
Rubbermaid Incorporated and Ameritrust Company
National Association. Incorporated by reference from
Exhibit 4 to Form 8 filed with the Commission on
October 26, 1989.
(10a) Rubbermaid Incorporated Management Incentive Plan.
Incorporated by reference from Exhibit 10a to
Form 10-K for the year ended December 31, 1992.
(10b) Rubbermaid Incorporated 1979 Restricted Stock
Incentive Plan, as amended. Incorporated by
reference from Exhibit 10(b) to Form 10-K for
the Year ended December 31, 1987.
(10c) Rubbermaid Incorporated 1989 Restricted Stock
Incentive Plan. Incorporated by reference from
Exhibit 10(c) to Form 10-K for the year ended
December 31, 1989.
(10d) Rubbermaid Incorporated Supplemental Executive
Retirement Plan, as amended.
(10e) Rubbermaid Incorporated Supplemental Retirement
Plan. Incorporated by reference from Exhibit 10(e)
to Form 10-K for the year ended December 31, 1991.
(10f) Change-Of-Control Employment Agreements -
Identical agreements have been entered into with Gary
S. Baughman, Arthur J. Brown, Charles A. Carroll,
Richard D. Gates, Gary E. Kleinjan, Gary F. Mattison,
James A. Morgan, Michael E. Naylor, Joseph M. Ramos,
Wolfgang R. Schmitt, Thomas W. Ward, and George C.
Weigand. Incorporated by reference from Exhibit 10(i)
to Form 10-K for the year ended December 31, 1991.
(10g) Rubbermaid Incorporated Deferred Compensation
Plan, as amended. Incorporated by reference from
Exhibit 10(k) to Form 10-K for the year ended
December 31, 1990.
11
<PAGE> 13
(10h) Rubbermaid Incorporated 1993 Deferred Compensation
Plan. Incorporated by reference to Exhibit A
to Proxy Statement for April 27, 1993 Annual
Meeting of Shareholders.
(13) Consolidated financial statements and other data
from pages 25 to 37 of 1993 Annual Report to
Shareholders.
(21) Subsidiaries of Registrant.
(23) Consent of KPMG Peat Marwick.
(24) Power of Attorney.
12
<PAGE> 14
SIGNATURE
- ---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
<TABLE>
<S> <C> <C>
Date March 28, 1994 RUBBERMAID INCORPORATED
By: /s/ Wolfgang R. Schmitt
-----------------------
Wolfgang R. Schmitt
Chief Executive Officer
</TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on March 28, 1994.
<TABLE>
<S> <C> <C>
/s/ Wolfgang R. Schmitt Director, Chairman of the Board and
- ------------------------ Chief Executive Officer
Wolfgang R. Schmitt
/s/ George C. Weigand Senior Vice President and
- ---------------------- Chief Financial Officer
George C. Weigand
/s/ John L. Theler Vice President and Corporate Controller
- ------------------- (Principal Accounting Officer)
John L. Theler
Tom H. Barrett Director
Charles A. Carroll Director
Zoe Coulson Director
Robert 0. Ebert Director
Stanley C. Gault Director
Robert M. Gerrity Director By: /s/ James A. Morgan
-----------------------
James A. Morgan
Karen N. Horn Director Attorney-in-Fact
William D. Marohn Director
Steven A. Minter Director
Jan Nicholson Director
Paul G. Schloemer Director
</TABLE>
13
<PAGE> 15
INDEPENDENT AUDITORS' REPORT
----------------------------
The Shareholders and Board of Directors
Rubbermaid Incorporated:
Under date of February 1, 1994, we reported on the consolidated
balance sheets of Rubbermaid Incorporated and subsidiaries as of
December 31, 1993 and 1992 and the related consolidated statements of
earnings, cash flows and shareholders' equity for each of the years in
the three-year period ended December 31, 1993 as contained in the 1993
annual report to shareholders. These consolidated financial
statements and our report thereon are incorporated by reference in the
annual report on Form 10-K for the year ended December 31, 1993. In
connection with our audits of the aforementioned consolidated
financial statements, we also have audited the related financial
statement schedules as listed in Part IV, Item 14(a)(2). These
financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statement schedules based on our audits.
In our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a
whole, present fairly, in all material respects, the information set
forth therein.
/s/ KPMG Peat Marwick
Cleveland, Ohio
February 1, 1994
<PAGE> 16
<TABLE>
Schedule V
----------
RUBBERMAID INCORPORATED AND SUBSIDIARIES
Property, Plant, and Equipment
Years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)
<CAPTION>
Balance at Balance
Beginning Additions Retirements at End
Classification of Period at Cost & Other of Period
- -------------- ----------- --------- ------------- ---------
<S> <C> <C> <C> <C>
December 31, 1993:
Land & land improvements $ 22,666 4,300 (18) 26,984
Buildings & fixtures 227,432 19,683 4,584 242,531
Plant machinery & equipment 305,930 31,236 7,760 329,406
Office furniture, autos & other 58,884 10,574 (1,774) 71,232
Molds, tools & dies 255,300 59,346 13,192 301,454
Additions in progress 90,001 16,558 (2,914) 109,473
------- ------- ------ ---------
Total $960,213 141,697 20,830 1,081,080
======= ======= ====== =========
December 31, 1992:
Land & land improvements $ 18,768 4,112 214 22,666
Buildings & fixtures 200,935 27,901 1,404 227,432
Plant machinery & equipment 282,846 34,934 11,850 305,930
Office furniture, autos & other 53,839 10,090 5,045 58,884
Molds, tools & dies 213,487 50,362 8,549 255,300
Additions in progress 85,637 7,129 2,765 90,001
------- ------- ------ ---------
Total $855,512 134,528 29,827 960,213
======= ======= ====== ========
December 31, 1991:
Land & land improvements $ 18,169 316 (283) 18,768
Buildings & fixtures 182,122 18,918 105 200,935
Plant machinery & equipment 257,970 27,330 2,454 282,846
Office furniture, autos & other 42,148 13,477 1,786 53,839
Molds, tools & dies 186,910 34,767 8,190 213,487
Additions in progress 59,541 27,705 1,609 85,637
------- ------- ------ --------
Total $746,860 122,513 13,861 855,512
======= ======= ====== ========
</TABLE>
<PAGE> 17
<TABLE>
Schedule VI
-----------
RUBBERMAID INCORPORATED AND SUBSIDIARIES
Accumulated Depreciation and Amortization of
Property, Plant, and Equipment
Years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)
<CAPTION>
Additions
Balance at Charged to Balance
Beginning Cost and Retirements at End
Classification of Period Expenses & Other of Period
- -------------- ----------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
December 31, 1993:
Land improvements $ 5,515 694 12 6,197
Buildings & fixtures 64,363 8,486 2,502 70,347
Plant machinery & equipment 179,774 26,073 8,095 197,752
Office furniture, autos & other 34,706 9,636 (3,501) 47,843
Molds, tools & dies 158,759 35,971 7,925 186,805
------- ------ ------ -------
Total $443,117 80,860 15,033 508,944
======= ====== ====== =======
December 31, 1992:
Land improvements $ 4,993 594 72 5,515
Buildings & fixtures 56,320 8,319 276 64,363
Plant machinery & equipment 164,972 23,550 8,748 179,774
Office furniture, autos & other 30,666 8,222 4,182 34,706
Molds, tools & dies 137,186 29,234 7,661 158,759
------- ------ ------ -------
Total $394,137 69,919 20,939 443,117
======= ====== ====== =======
December 31, 1991:
Land improvements $ 4,497 500 4 4,993
Buildings & fixtures 49,118 7,424 222 56,320
Plant machinery & equipment 143,072 23,060 1,160 164,972
Office furniture, autos & other 24,982 6,462 778 30,666
Molds, tools & dies 119,671 25,204 7,689 137,186
------- ------- ------ -------
Total $341,340 62,650 9,853 394,137
======= ====== ====== =======
</TABLE>
<TABLE>
The policy of the Company and its subsidiaries regarding depreciation and
amortization is to make provision in full for the cost of depreciable
assets, at rates based on the estimated lives of individual asset groups.
The rates so determined are applied principally on a straight-line method.
The range of estimated lives used in computing depreciation of the
respective asset groups is approximately as follows:
<CAPTION>
Years Years
----- -----
<S> <C> <C> <C>
Land improvements 10 to 45 Office furniture 2 to 10
Buildings & fixtures 5 to 45 Leasehold improvements 1 to 20
Plant machinery & equipment 2 to 15 Molds, tools & dies 2 to 8
Autos 3 to 5
</TABLE>
<PAGE> 18
<TABLE>
Schedule VIII
-------------
RUBBERMAID INCORPORATED AND SUBSIDIARIES
Valuation and Qualifying Accounts
Years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)
<CAPTION>
Additions
----------------------------
Balance at Charged to Charged to Balance
Beginning Costs and Other at End
of Period Expenses Accounts (1) Deductions(2) of Period
---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
December 31, 1993:
Allowance for receivables
doubtful of collection -
deducted from assets $18,883 4,687 -0- 9,684 13,886
====== ====== === ===== ======
December 31, 1992:
Allowance for receivables
doubtful of collection -
deducted from assets $20,713 6,857 202 8,889 18,883
====== ====== === ===== ======
December 31, 1991:
Allowance for receivables
doubtful of collection -
deducted from assets $15,426 12,130 -0- 6,843 20,713
====== ====== === ===== ======
<FN>
(1) Arising from purchase business combinations.
(2) Accounts charged off, less recoveries and reclassifications.
</TABLE>
<PAGE> 19
<TABLE>
Schedule IX
-----------
RUBBERMAID INCORPORATED AND SUBSIDIARIES
Short-Term Borrowings
Years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)
<CAPTION>
Weighted Maximum Average Weighted
Category of Average Amount Amount Average
Aggregate Interest Rate Outstanding Outstanding Interest
Short-Term Balance at at During the During the Rate during
Borrowings(1) December 31 December 31 Period Period (2) the Period (3)
- ---------- ----------- ----------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
December 31, 1993:
Notes payable to
banks $12,783 4.30% 16,570 13,924 5.55%
====== ===== ====== ====== =====
December 31, 1992:
Notes payable to
banks $18,413 6.80% 19,874 16,449 7.20%
====== ===== ====== ====== =====
December 31, 1991:
Notes payable to
banks $15,441 7.30% 19,841 17,261 8.50%
====== ===== ====== ====== =====
<FM>
(1) Notes payable to banks represent borrowings under uncommitted lines of
credit arrangements, and $8,500 of variable rate industrial revenue bonds
that mature in 2009, but are classified as short-term debt since annually
the bondholders may elect to continue their investment or return the
bonds, at which time they can be redeemed or resold.
(2) The average amount outstanding during the period is calculated by dividing
the total of month-end outstanding principal balances for the year by 12.
(3) Weighted average interest rate for 1993 and 1992 is calculated by taking
the average interest rate by country weighted by the corresponding average
debt, while 1991 weighted average interest rate is computed by dividing
interest expense applicable to short-term borrowings by the average
short-term debt outstanding during the period.
</TABLE>
<PAGE> 20
Schedule X
----------
RUBBERMAID INCORPORATED AND SUBSIDIARIES
Supplementary Income Statement Information
Years ended December 31, 1993, 1992 and 1991
(Dollars in thousands)
<TABLE>
<CAPTION>
Charged to Costs
Items and Expenses
----- -----------------
<S> <C>
December 31, 1993:
1. Maintenance and repairs $ 42,933
2. Advertising and sales promotion costs 82,153
======
December 31, 1992:
1. Maintenance and repairs $ 40,293
2. Advertising and sales promotion costs 68,086
======
December 31, 1991:
1. Maintenance and repairs $ 35,998
2. Advertising and sales promotion costs 65,281
======
</TABLE>
<PAGE> 21
EXHIBIT INDEX
-------------
Exhibit Number Exhibit Description
-------------- -------------------
(3a, 4a) Amended Articles of Incorporation of Rubbermaid Incorporated.
Incorporated by reference from Exhibits 3a and 4a to Form 10-K
for the year ended December 31, 1992.
(3b, 4b) Regulations of Rubbermaid Incorporated. Incorporated by
reference from Exhibits 3a and 4a to Form 10-K for the year
ended December 31, 1992.
(4c) Amended and Restated Rights Agreement between Rubbermaid
Incorporated and Ameritrust Company National Association.
Incorporated by reference from Exhibit 4 to Form 8 filed
with the Commission on October 26, 1989.
(10a) Rubbermaid Incorporated Management Incentive Plan.
Incorporated by reference from Exhibit 10(a) to Form 10-K
for the year ended December 31, 1992.
(10b) Rubbermaid Incorporated 1979 Restricted Stock Incentive Plan,
as amended. Incorporated by reference from Exhibit 10(b) to
Form 10-K for the Year ended December 31, 1987.
(10c) Rubbermaid Incorporated 1989 Restricted Stock Incentive Plan.
Incorporated by reference from Exhibit 10(c) to Form 10-K for
the year ended December 31, 1989.
(10d) Rubbermaid Incorporated Supplemental Executive
Retirement Plan, as amended.
(10e) Rubbermaid Incorporated Supplemental Retirement Plan.
Incorporated by reference from Exhibit 10(e) to Form
10-K for the year ended December 31, 1991.
(10f) Change-Of-Control Employment Agreements -Identical agreements
have been entered into with Gary S. Baughman, Arthur J.
Brown, Charles A. Carroll, Richard D. Gates, Gary E.
Kleinjan, Gary F. Mattison,James A. Morgan, Michael E. Naylor,
Joseph M. Ramos, Wolfgang R. Schmitt, Thomas W. Ward,
and George C. Weigand. Incorporated by reference from Exhibit
10(i) to Form 10-K for the year ended December 31, 1991.
14
<PAGE> 22
EXHIBIT INDEX
-------------
Exhibit Number Exhibit Description
-------------- -------------------
(10g) Rubbermaid Incorporated Deferred Compensation
Plan, as amended. Incorporated by
reference from Exhibit 10(k) to Form 10-K
for the year ended December 31, 1990.
(10h) Rubbermaid Incorporated 1993 Deferred
Compensation Plan. Incorporated by
reference to Exhibit A to Proxy Statement
for April 27, 1993 Annual Meeting of
Shareholders.
(13) Consolidated financial statements and other
data from pages 25 to 37 of 1993 Annual
Report to Shareholders.
(21) Subsidiaries of Registrant.
(23) Consent of KPMG Peat Marwick.
(24) Power of Attorney.
15
<PAGE> 1
Exhibit (10d)
RUBBERMAID INCORPORATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AND
SUPPLEMENTAL EXECUTIVE FUNDED
RETIREMENT PLAN
Initially Effective January 1, 1983
(Rev. 12/1/88, Amend. No. 2)
<PAGE> 2
RUBBERMAID INCORPORATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<TABLE>
<CAPTION>
Page
----
<S> <C>
PREAMBLE 1
ARTICLE I - DEFINITIONS 1
ARTICLE II - PARTICIPATION 5
ARTICLE III - REQUIREMENTS FOR RETIREMENT BENEFITS 6
ARTICLE IV - AMOUNT OF RETIREMENT INCOME 7
ARTlCLE V - FORM OF PENSION PAYMENT AND DEATH
BENEFITS 10
ARTICLE VI - COMMITTEE 11
ARTICLE VII - ADMINISTRATION 12
ARTICLE VIII - MISCELLANEOUS PROVISIONS 15
ARTICLE IX - GENERAL PROVISIONS 17
SCHEDULE I - SPECIAL PROVISIONS RELATING TO INDIVIDUAL
PARTICIPANTS
SCHEDULE II - SPECIAL PROVISIONS RELATING TO THE FUNDING
OF NONFORFEITABLE BENEFITS - RUBBERMAID
INCORPORATED SUPPLEMENTAL EXECUTIVE FUNDED
RETIREMENT PLAN
</TABLE>
(Rev. 12/1/88, Amend. No. 2)
<PAGE> 3
RUBBERMAID INCORPORATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Rubbermaid Incorporated (the Company) has adopted this deferred
compensation plan (the Plan) in order to provide supplemental retirement
benefits to certain senior officers of the Company and Related Companies who
are designated to participate hereunder. The Board believes that the
establishment of the Plan will promote continuity of employment and increased
incentive and personal interest in the welfare of the Company by those
officers who participate herein.
Schedule I (Special Provisions Relating to Individual Participants)
attached to this Plan is incorporated herein by reference and is a part hereof.
If the provisions of Articles I-IX of this Plan are inconsistent with any of
the provisions contained or incorporated into Schedule I of this Plan
dealing with Special Provisions Relating To Individual Participants, the
provisions of such Schedule I shall be controlling in all respects.
Schedule II (Special Provisions Relating to the Funding of
Nonforfeitable Benefits - Rubbermaid Incorporated Supplemental Executive
Funded Retirement Plan) is incorporated herein by reference.
ARTICLE I
DEFINITIONS
The following words and phrases, when used in this Plan, unless the context
clearly indicates otherwise, shall have the following meanings:
Section 1.1 - Actuarial (or Actuarially) Equivalent
- ---------------------------------------------------
A benefit equal in value, as of the effective date of determination,
to the benefit for which it is substituted, the value of both such benefits
being computed on the basis of actuarial assumptions, tables and factors then
being used under the Plan. Unless otherwise indicated in this Plan, actuarial
equivalence shall be determined using the factors specified in the Rubbermaid
Incorporated Salaried Employees' Pension Plan.
Section 1.2 - Beneficiary
- -------------------------
The person to persons, including any contingent annuitant, designated
by a Participant to receive any payment provided for hereunder in the event of
the death of such Participant, and, if and to the extent that no such
designation shall be in force or effect at the time of said payment,
the executors or administrators of the Participant's estate.
Section 1.3 - Board
- -------------------
The present and any succeeding board of directors of the Company or
any committee of said board of directors which shall have the authority of
said board of directors with respect to the Plan.
Section 1.4 - Change of Control
- -------------------------------
A Change of Control of the Company shall be deemed to occur:
(i) in the event Article Fifth of the Rubbermaid Amended Articles
of Incorporation shall become operative,
(Rev. 1/1/94, Amend. No. 5) 1
<PAGE> 4
(ii) in the event that the Rubbermaid Incorporated Board of Directors
recommends to its shareholders the acceptance of any tender
offer as provided in said Article Fifth,
(iii) in the event the necessary percentages of shareholders approves
a transaction of the nature described in Article Sixth of the
Rubbermaid Amended Articles of Incorporation, or
(iv) in the event any person, as defined in said Article Fifth of
the Amended Articles of Incorporation, becomes the beneficial
owner, directly or indirectly, of 20% or more of the
outstanding common shares of the Company.
Section 1.5 - Committee
- -----------------------
The Retirement Committee provided for in Article VI of this Plan.
Section 1.6 - Company
- ---------------------
Rubbermaid Incorporated (an Ohio corporation) and its subsidiaries
collectively referred to as the
Company.
Section 1.7
- -----------
(a) Compensation
------------
The monthly equivalent of the total base salary and management
incentive compensation (from the Management Incentive Plan)
earned and the value of any regular restricted stock award
granted (from the Restricted Stock Plan) during a calendar year
for services rendered to the Company or a Related Company prior
to reduction for payment in any other form than cash.
(b) Final Average Compensation
--------------------------
A Participant's average monthly Compensation during the highest
five (5) complete or partial calendar years during the final
ten (10) complete or partial calendar years of the Participant's
employment with the Company and/or a Related Company (or such
other averaging period provided in the special provisions of
Schedule I) including years following the Participant's
Normal Retirement date in the event of Late Retirement.
Section 1.8 - Effective Date
- ----------------------------
January 1, 1983, the date on which the provisions of this Plan
become effective.
Section 1.9 - ERISA
- -------------------
Public Law No. 93-406, the Employee Retirement Income Security
Act of 1974, as in effect at the time in respect to such term
is used.
Section 1.10
- ------------
(a) Participant
-----------
A senior officer of the Company or a Related Company who has
become included in this Plan in accordance with the provisions
of
(Rev. 1/1/94, Amend. No. 5) 2
<PAGE> 5
Article II and who is either an Active Participant or a Retired
Participant.
(b) Active Participant
------------------
A Participant who is an active employee of the Company or a
Related Company.
(c) Retired Participant
-------------------
A Participant who has retired under this Plan in accordance with its
provisions, and who is receiving or is entitled to receive a Pension
under this Plan.
Section 1.11
- ------------
(a) Pension
-------
The retirement income provided to a person entitled to receive
benefits under this Plan, normally payable in monthly installments.
(b) Normal or Late Retirement Pension
---------------------------------
The Pension described in Section 4.1.
(c) Early Retirement Pension
------------------------
The Pension described in Section 4.2.
Section 1.12 - Plan
- -------------------
The Rubbermaid Incorporated Supplemental Executive Retirement Plan, the
terms of which are set forth herein, as it may be amended from time to time.
The Rubbermaid Incorporated Supplemental Executive Funded Retirement Plan
contained in Schedule II is a separate and companion plan.
Section 1.13 - Plan Administrator
- ---------------------------------
Such officer of the Company as the Board shall designate to have the
primary administrative responsibility with respect to the Plan under the
direction of the Committee.
Section 1.14 - Plan Year
- ------------------------
The twelve-month period commencing on January 1 and ending on December
31.
Section 1.15 - Related Company
- ------------------------------
Any corporation which is a member of the same controlled group of
corporations [ within the meaning of Section 1563(a) of the Internal Revenue
Code, determined without regard to Sections 1563(a)(4) and 1563(e)(3)(C) of
the Code ] with the Company, and any other entity designated as a Related
Company by the Company.
-3-
(Rev. 12/1/88, Amend. No. 2)
<PAGE> 6
Section 1.16
- ------------
(a) Retirement
----------
Termination of employment with the Company for reason other than
death or transfer to a Related Company after a Participant has ful-
filled all requirements and required approvals for a Normal or Early
Retirement Pension. Retirement shall be considered as commencing
on the same day as retirement would commence under the Company's
or applicable Related Company's qualified pension plan for salaried
employees as though the Participant were or is eligible to then
retire under such plan.
(b) Normal Retirement
-----------------
Retirement under the circumstances described in Section 3.1 qualify-
ing a Retired Participant to benefits pursuant to Section 4.1.
(c) Normal Retirement Date
----------------------
The first day of the month coincident with or next following the
later of (i) the normal retirement date applicable to the Participant
under the Company's or Related Companies qualified pension plan for
salaried employees, or (ii) the day the Participant completes five
(5) years of Service.
(d) Early Retirement
----------------
The retirement of a Participant prior to Normal Retirement Date
pursuant to the requirements and approvals specificed in Section
3.3. Upon Early Retirement a Participant shall be entitled to an
Early Retirement Pension computed as provided in Section 4.2.
Section 1.17 - Service
- ----------------------
The period of a Participant's employment considered in determining
eligibility to retire. Service shall be granted on an elapsed time basis for a
Participant's total period of employment with the Company and one or more
Related Companies, shall end on the date of the Participant's termination of
employment, and shall be measured in years and fractions thereof to completed
months, with one day or more of employment in a calendar month being deemed
a completed month.
Section 1.18 - Surviving Spouse Pension
- ---------------------------------------
A monthly pension for life payable to the spouse of a deceased
Participant in an amount equal to the pension payable to the Participant and
Spouse if the Participant had retired hereunder on the date of death and
elected a reduced, actuarially equivalent Pension payable to the Participant
for life and continued in the same amount to the Participant's spouse for
life if surviving following the death of the Participant.
-4-
(Rev. 1/1/87, Amend. No. 1)
<PAGE> 7
ARTICLE II
PARTICIPATION
Section 2.1 -Eligibility
- ------------------------
The Committee may at any time and from time to time designate those
senior officers of the Company or of a Related Company who are management or
highly compensated employees [within the meaning of all of Section 201(2),
Section 301(a)(3) and Section 401(a)(1) of ERISA] who shall be eligible to
become Participants under the Plan. The Committee shall notify each officer
so designated of their participation in the Plan. Each such officer so
designated shall forthwith become a Participant and remain a Participant until
the earlier of (i) the date that all benefit obligations hereunder in respect
to such Participant have been paid, or (ii) the date as of which
such designation is revoked by action of the Compensation Committee of the
Board upon the recommendation of the Chief Executive Officer of the Company.
Section 2.2 - Conditions of Participation
- -----------------------------------------
An eligible officer shall not become a Participant herein unless the
officer furnishes within a reasonable time limit established by the Committee
such applications, consents, proofs of date of birth, elections, beneficiary
designations and other documents and information as prescribed by the
Committee. Each eligible officer upon becoming a Participant shall be deemed
conclusively, for all purposes, to have assented to the terms and provisions
of this Plan and shall be bound thereby.
-5-
<PAGE> 8
ARTICLE III
REQUIREMENTS FOR RETIREMENT BENEFITS
Section 3.1 - Normal Retirement
- -------------------------------
The Normal Retirement Date of each Participant shall be the first day
of the month coincident with or next following the later of the date the
Participant (i) attains the age of 65 years, or (ii) completes five (5)
years of Service. Except as provided in Section 3.2, payment of a Normal
Retirement Pension shall commence as of the Participant's Normal Retirement
Date.
Section 3.2 - Late Retirement
- -----------------------------
If a Participant remains in the employ of the Company or a Related
Company after Normal Retirement Date, the Participant's benefits shall be
postponed until the first day of the month following the month in which the
Participant actually retires as a full-time employee of the Company or a
Related Company, and the amount of such benefits shall be determined as
provided in Section 4. 1.
Section 3.3 - Early Retirement
- ------------------------------
A Participant who has attained age 60 and completed at least five (5)
years of Service may elect to retire hereunder on a date earlier than Normal
Retirement Date. A Participant who has attained age 55 and completed at
least five (5) years of Service may, subject to the approval of the Chief
Executive Officer, retire or be retired hereunder for the convenience of the
Company on a date earlier than Normal Retirement Date. A Participant who has
qualified for disability benefits under a Company or Related Company salary
continuance long term disability plan may elect to retire or be retired
hereunder for the convenience of the Company on a date earlier than Normal
Retirement Date. Payment of an Early Retirement Pension shall normally
commence as of the first day of the month coincident with or next following
the Participant's Early Retirement.
Section 3.4 - Termination Prior to Qualification for Retirement Benefits
- -------------------------------------------------------------------------
In the event that a Participant's employment with the Company
terminates for reasons other than death prior to qualifying for Normal
Retirement (Section 3.1) or qualifying for Early Retirement (Section 3.3),
the Participant shall NOT be eligible to receive any benefits under the
provisions of this Plan unless he or she (i) becomes eligible for vested
benefits in conjunction with a Change of Control of the Company or (ii)
becomes vested as provided in the special provisions of Schedule I. In the
event of a Change of Control of the Company, Participants will become fully
vested in their retirement benefits hereunder in respect to any subsequent
termination of their employment as provided in Section 4.5 irrespective of
their age or any approval by the Board, the Company, the Chief Executive
Officer, and/or the Committee. Payment of such vested Pension shall normally
commence as of the first day of the month coincident with or next following
the Participant's termination of employment.
Section 3.5 - Retirement While on Leave of Absence
- --------------------------------------------------
A Participant otherwise eligible to retire who is absent from work
pursuant to an approved absence may retire or be retired without returning to
active employment with the Company or a Related Company.
(Rev. 1/1/94, Amend. No. 5) 6
<PAGE> 9
ARTICLE IV
AMOUNT OF RETIREMENT INCOME
Section 4.1 - Normal or Late Retirement Pension
- -----------------------------------------------
A Participant who retires on or after Normal Retirement Date shall be
entitled to a Pension, payable in the normal life only form of payment
described in Section 5.1, in the amount equal to:
Fifty-five percent (55%) of the Participant's Final Average Compensation
REDUCED by:
(a) The monthly life only pension which the Participant receives,
received, or would be eligible to receive if applied for on a timely
basis under one of the Company's or applicable Related Company's
qualified pension plan for salaried employees, determined as of the
date the Participant's Pension under this Plan commences,
(b) The amount of monthly pension payable on a life only basis which is
the Actuarial Equivalent of the Participant's Company or a Related
Company constructive deferred profit sharing Employer Account
value as of the date of the Participant's retirement. For the
purpose of calculating such constructive profit sharing Employer
Account value, it shall be assumed that all employer deferred profit
sharing contributions allocated to the initial Participants in this
Plan on or after July 1, 1982, along with the Participant's total
employer deferred profit sharing account as of such date are
invested at all times thereafter prior to the Participant's
retirement in the profit sharing plan's Insured Principal and Income
Fund and that the Participant effects no loans from his Employer
profit sharing account during such period. In respect to individuals
who become Participants in this Plan subsequent to the 1983 Plan
Year, their constructive profit sharing Employer Account value shall
be calculated in the same manner except that the date from which it
is assumed the account is invested in the profit sharing plan's
Principal and Income Fund shall be (i) for new employee Participants
the first date the Participant has such an account, and (ii) for
continuous Rubbermaid employees the January 31st of the calendar
year in which the individual becomes a Participant in this Plan.
The Actuarial Equivalent referred to in this subparagraph (b) shall
be determined using the Pension Benefit Guaranty Corporation's
immediate annuity purchase rates for the second calendar month
preceding the day on which the Participant's pension commences.
(c) An amount of monthly pension payable on a life only basis which is
the Actuarial Equivalent of any vested benefits (other than those
which represent voluntary contributions made by the Participant)
which the Participant received, receives or would be eligible to
receive if applied for on a timely basis from one or more retirement
plans of employers for whom the Participant worked prior to employ-
ment by the Company and/or applicable Related Company, deter-
mined as of the date the Participant's Pension under this Plan
commences, and
(d) 100% of the Participant's primary monthly Social Security benefit,
determined according to the procedures for determining such
amounts under the Salaried Employees' Supplemental Retirement
Plan for Rubbermaid Incorporated and Related Companies.
-7-
(Rev. 1/1/87, Amend. No. 1)
<PAGE> 10
(e) The amount of monthly annuity which is substantially equal in
value (pre-tax) to the after-tax monthly annuity payable on a
life only basis from any single premium deferred annuities
purchased on behalf of the Participant to provide benefits to the
Participant under the Rubbermaid Incorporated Supplemental
Executive Funded Retirement Plan detailed in Schedule II hereof
or any death benefit paid in lieu thereof. The determination of
such annuity amount shall be made by the Actuary (defined in
Section I of Schedule II attached hereto), certified to the
Committee and Plan Administrator and shall be final and binding
on all parties.
(f) The amount of monthly pension payable on a life only basis which
is the Actuarial Equivalent of the Participant's Account Balance
in the Rubbermaid Incorporated Supplemental Retirement Plan, as
of the date of the Participant's retirement. The Actuarial
Equivalent referred to in this subparagraph (f) shall be
determined using the Pension Benefit Guaranty Corporation's
immediate annuity purchase rates for the second calendar month
preceding the day on which the Participant's pension commences.
REV. 10/22/91 AMEND. #3
- 7(a) -
<PAGE> 11
Section 4.2 - Early Retirement Pension
- --------------------------------------
<TABLE>
A Participant who retires early or who is retired early by the Company or
a Related Company (Section 3.3) shall be entitled to a Pension, payable monthly
in the normal life only form of payment described in Section 5.1 in an amount
equal to the percentage of the Participant's Final Average Compensation
determined from the following table less the Early Retirement offset amounts
listed below:
<CAPTION>
Participant's Age At Early Retirement
Early Retirement Benefit Percentage
<S> <C>
64 54%
63 53
62 52
61 51
60 50
59 49
58 48
57 47
56 46
55 45
</TABLE>
(c) Early Retirement offsets
(i) The monthly life only early retirement pension which the
Participant receives, received, or would be eligible to
receive if applied for on a timely basis under the Company's
or applicable Related Company's qualified pension plan for
salaried employees,
(ii) The amount of monthly pension payable on a life only basis
which is the Actuarially Equivalent of the Participants'
vested Company or Related Company constructive deferred profit
sharing Employer Account value as of the date of the Partici-
pant's Retirement determined pursuant to the provisions of
Section 4.1(b).
(iii) An amount of monthly pension payable on a life only basis
which is the Actuarial Equivalent as of the Participant's
Early Retirement of any vested benefits (other than those
which represent voluntary contributions made by the
Participant) which the Participant received, receives or would
be eligible to receive if applied for on a timely basis from
one or more retirement plans of employers for whom the
Participant worked prior to employment by the Company.
(iv) 100% of the Participants' primary monthly Social Security
benefit (including primary Social Security Disability
benefits), reduced for early commencement, determined
according to the procedures for determining such amounts under
the Salaried Employees' Supplemental Retirement Plan for
Rubbermaid Incorporated and Related Companies.
(v) The amount of any disability benefits from Company and/or
Related Company sponsored plans or practices and any work-
men's compensation benefits declared or awarded (except for
awards or fixed statutory payments for the loss or loss of
use of
-8-
(Rev. 1/1/87, Amend. No. 1)
<PAGE> 12
(REV. 10/22/91 AMEND. #3
any bodily member) payable to a Participant with respect to the
Participant's disability.
(vi) The amount of monthly annuity which is substantially equal in
value (pre-tax) to the after-tax monthly annuity payable on a
life only basis from any single premium deferred annuities
purchased on behalf of the Participant to provide benefits to the
Participant under the Rubbermaid Incorporated Supplemental
Executive FUNDED Retirement Plan detailed in Schedule II hereof
or any death benefit paid in lieu thereof. The determination of
such offset amount shall be made by the Actuary (defined in
Section I of Schedule II attached hereto), certified to the
Committee and Plan Administrator and shall be final and binding
on all parties.
(vii) The amount of monthly pension payable on a life only basis which
is the Actuarial Equivalent of the Participant's Account Balance
in the Rubbermaid Incorporated Supplemental Retirement Plan as of
the date of the Participant's Early Retirement. The Actuarial
Equivalent referred to in this subparagraph (vii) shall be
determined using the Pension Benefit Guaranty Corporation's
immediate annuity purchase rates for the second calendar month
preceding the day on which the Participant's pension commences.
In the event that one or more of the Early Retirement offsets listed
above are not in pay status as of the date of the Participant's Early
Retirement but subsequently become payable, the offset to the benefits
provided hereunder will be applied only during periods that the offset
benefit is payable (or would be payable if timely application were made) to
or on behalf of the Participant. In the case of lump sum settlements under
workmen's compensation, the lump sum shall be divided by the weekly
workmen's compensation benefit which would otherwise have been payable in
order to determine the period over which the reduction shall be made.
Section 4.4 - Funding of Accrued Benefits
- -----------------------------------------
When an Active Participant obtains nonforfeitable rights (vesting) in
the Pension benefits accrued hereunder as a result of (i) qualifying for
Normal Retirement (Section 3.1), (ii) qualifying for Early Retirement
(Section 3.3 or under special provisions incorporated in Schedule I), or
(iii) qualifying for vested benefits in conjunction with a Change of
Control of the Company (Section 3.4), the Company shall undertake funding
of the Participant's anticipated Normal Retirement Pension as provided in
the separate but companion, non-qualified plan, the Rubbermaid Incorporated
Supplemental Executive FUNDED Retirement Plan, which is documented in
Schedule II hereof.
Section 4.5 - Vested Pension/Corporate Takeover
- -----------------------------------------------
Irrespective of any other provision hereof, a Participant who
qualifies for vested benefits pursuant to termination of employment
following a Change of Control of the Company shall be entitled to an
immediate Pension, payable monthly in the normal form of payment described
in Section 5.1, in an amount equal to fifty-five percent (55%) of the
Participant's Final Average Compensation less the Early Retirement benefit
offsets set forth in Section 4.2 applied in the same manner as for Early
Retirement.
- 9 -
<PAGE> 13
Section 4.6 - Benefit Coordination With Other Plans
- ---------------------------------------------------
The benefits provided under this Plan are intended to be supplemental
to the benefits provided under all other pension, deferred profit sharing
or other retirement plans to which the Company or a Related Company
contributes on behalf of any participant covered hereunder.
Section 4.7 - Special Rule for Participants of Foreign Related Companies
- ------------------------------------------------------------------------
In the event that an officer of related Company located outside the
United States (a foreign Related Company) becomes a Participant and
entitled to benefits hereunder, such benefits shall be determined in
accordance with special benefit formulas set forth in applicable schedules
attached to and included in this Plan for such purpose and shall be paid in
the same currency as the Participants' compensation prior to retirement.
- 9(a) -
<PAGE> 14
ARTICLE V
FORM OF PENSION PAYMENT AND DEATH BENEFITS
Section 5.1 Normal Form of Pension Payment
- ------------------------------------------
The normal form of payment of the Pension determined under the
applicable Section of Article IV shall be monthly payments made for the life
of the Participant. The first payment shall be made on the first
day of the calendar month coinciding with or next following the Participant's
Retirement. The last payment shall be made on the first day of the calendar
month during which the Participant's death occurs.
Section 5.2 - Alternate Forms of Pension
- ----------------------------------------
In lieu of receiving pension benefits in the normal form specified in
Section 5. 1, and with the consent of the Committee, a Participant may elect
to receive benefits in an Actuarially Equivalent amount under any of the
forms permitted under the Rubbermaid Salaried Employees' Pension Plan.
Section 5.3 - Death After Retirement
- ------------------------------------
In the event of the death of a Retired Participant who is receiving a
Pension under this Plan, death benefits shall be provided hereunder only if an
alternate form of Pension payment providing death benefits is in effect. The
normal life only form of Pension payment provides no death benefits.
Section 5.4 - Death Prior to Retirement
- ---------------------------------------
In the event of the death of a MARRIED Active Participant age 55 or
older prior to Retirement or commencement of a Pension hereunder, a monthly
Surviving Spouse Pension shall become payable to the Participant's spouse for
life (Section 1.18). Death benefits may also be provided in respect to
Participants under other Company executive and employee benefit plans.
(Rev. 1/1/94, Amend. No. 5) 10
<PAGE> 15
ARTICLE VI
COMMITTEE
Section 6.1 - Appointment of Committee
- --------------------------------------
The members of the Compensation and Management Development Committee of
the Board of Directors of the Company as constituted from time to time, or its
successor shall act as the Committee hereunder.
Section 6.2 - Committee Procedures
- ----------------------------------
No Committee member at any time acting hereunder who is a Participant
shall have any vote in any decision of the Committee made uniquely with
respect to such Committee member or the Committee member's benefits hereunder.
In the event of any disagreement among the Committee members at any time
acting hereunder and authorized to act with respect to any matter, the
decision of a majority of said Committee members authorized to act upon such
matter shall be controlling and shall be binding and conclusive upon all
persons, including, without in any manner limiting the generality of the
foregoing, the other Committee member or Committee members, the Company, all
Related Companies, all persons at any time in the employ of the Company and/or
any Related Company and the Participants and their Beneficiaries, and upon the
respective successors, assigns, executors, administrators, heirs, next-of-kin
and distributes of all of the foregoing.
Subject to the provisions of the first paragraph of this Section 6.2,
each additional and each successor Committee member at any time acting
hereunder shall have all of the rights and powers (including discretionary
rights and powers) and all of the privileges and immunities hereby conferred
upon the initial Committee members hereunder, and all of the duties and
obligations so imposed upon the Initial Committee members hereunder.
Except as otherwise may be required by any applicable law, no Committee
member at any time acting hereunder shall be required to give any bond or other
security for the faithful performance of duties as such Committee member.
-11-
<PAGE> 16
ARTICLE VII
ADMINISTRATION
Section 7.1 - Administrative Powers and Duties
- ----------------------------------------------
The Committee and the Plan Administrator shall together administer the
Plan and, in this connection, all policy and discretionary decisions shall be
the responsibility of the Committee and all admInistrative functions shall be
the responsibility of the Plan Administrator who shall perform the same under
the direction of the Committee.
The Committee may retaIn auditors, accountants, legal counsel and
actuarial counsel selected by it. Any Committee member may himself act In any
such capacity, and any such auditors, accountants, legal counsel and actuarial
counsel may be persons acting In a similar capacity for the Company and/or one
or more Related Companies and may be employees of the Company and/or one or
more Related Companies. The opinion of any such auditor, accountant, legal
counsel or actuarial counsel shall be full and complete authority and
protection in respect to any action taken, suffered or omitted by the
Committee in good faith and in accordance with such opinion.
Section 7.2 - Expenses
- ----------------------
The Company shall pay (and/or reimburse the Committee for) the reasonable
expenses incurred by the Committee in the administration of the Plan,
including the fees and compensation of the persons referred to in the second
paragraph of Section 7.1. The Company shall pay all other expenses, including
its income and franchise taxes, incurred in the administration of the Plan.
Section 7.3 - Records
- ---------------------
The Company and the Committee shall each keep such records, and shall
each reasonably give notice to the other of such information, as shall be
proper, necessary or desirable to effectuate the purposes of the Plan,
including, without in any manner limiting the generality of the foregoing,
records and information with respect to the benefits granted to Participants,
dates of employment and determinations made hereunder. Neither the Company nor
the Committee shall be required to duplicate any records kept by the other.
To the extent that the Company and/or the Committee shall prescribe forms for
use by the Participants and their Beneficiaries in communicating with the
Company or the Committee, as the case may be, and shall establish periods
during which communications may be received, they shall respectively be
protected in disregarding any notice or communication for which a form shall
so have been prescribed and which shall not be made in such form, and any
notice or communication for the receipt of which a period shall so have
been established and which shall not be received during such period. The
Company and the Committee shall respectively also be protected in acting upon
any notice or other communication purporting to be signed by any person and
reasonably believed to be genuine and accurate.
Section 7.4 - Determinations
- ----------------------------
All determinations hereunder made by the Company or the Committee shall
be made in the sole and absolute discretion of the Company or of the Committee,
as the case may be.
-12-
<PAGE> 17
In the event that any disputed matter shall arise hereunder, including,
without in any manner limiting the generality of the foregoing, any matter
relating to the eligibility of any person to participate under the Plan, the
participation of any person under the Plan, the amounts payable to any person
under the Plan, and the applicability and the interpretation of the provisions
of the Plan, the decision of the Committee upon such matter shall be binding
and conclusive upon all persons, including, without in any manner limiting the
generality of the foregoing, the Company, all Related Companies, all persons
at any time in the employ of the Company and/or one or more Related Companies,
and upon the respective successors, assigns, executors, administrators, heirs,
next-of-kin and distributees of all the foregoing.
Section 7.5 - Legal Incompetency
- --------------------------------
The Committee may, in its discretion, make payment either directly to an
incompetent or disabled person, whether because of minority or mental or
physical disability, or to the guardian of such person, or to the person
having custody of such person, without further liability on the part of the
Company, the Committee, the Plan Administrator, or any person, for the
amounts of such payment to the person on whose account such payment is made.
Section 7.6 - Application for Benefits
- --------------------------------------
Notwithstanding anything to the contrary contained in this Plan, any
benefits payable hereunder shall become payable only after the Participant, or
the Participant's Beneficiary, as the case may be, has made an application
with the Committee for such benefit upon a form satisfactory to the Committee
for this purpose. In the event any benefit becomes payable under this Plan
and no application therefor has been filed by any of such persons within two
(2) years from the date such benefit becomes payable hereunder, such benefit
shall be forfeited. In the event an application has been filed for a benefit
prior to the time such benefit becomes payable under this Plan and the
Committee is unable through reasonable efforts to locate the person or persons
who are legally entitled to receive such benefit withIn two (2) years of the
date such benefit becomes payable under this Plan, such benefit may be
forfeited.
Section 7.7 - Limitation Regarding Small Payments
- -------------------------------------------------
In the event that any Pension or other benefit provided under this Plan
is payable in an amount of less than one hundred dollars ($100.00) monthly,
such retirement income or other benefit may be payable quarterly or in a
single lump-sum benefit distribution of Actuarial Equivalent value as
determined by the Committee.
Section 7.8 - Misstatement in Application for Benefits
- ------------------------------------------------------
If any person in their application to participate in the Plan or for
benefits hereunder, or in response to any request of the Committee, the
Company or the Plan Administrator for information, makes any statement which
is erroneous or omits any material fact or fails before receiving first
payment to correct any information previously incorrectly furnished to the
Company, the Committee or the Plan Administrator for the records, the amount
of the Participant's retirement income shall be adjusted on the basis of the
true facts, and the amount of any overpayment theretofore made to such person
shall be deducted from the next succeeding payments as the Committee shall
direct.
-13-
<PAGE> 18
Section 7.9 - Action by the Company
- -----------------------------------
Any action by the Company under this Plan may be by resolution of its
board of directors, or by any person or persons duly authorized by resolution
of said board to take such action.
Section 7.10 - Exemption From Liability/Indemnification
- -------------------------------------------------------
The members of the Committee and the Plan Administrator, and each of
them, shall be free from all liability, joint or several, for their acts,
omissions and conduct, and for the acts, omissions and conduct of their duly
appointed agents, in the administration of the Plan, except for those acts or
omissions and conduct resulting from willful misconduct or lack of good faith.
The Company and/or applicable Related Company shall indemnify each member
of the Committee, the Plan Administrator and any other employee, officer or
director of the Company or a Related Company against any claims, loss, damage,
expense and liability, by insurance or otherwise (other than amounts paid in
settlement not approved by the Company), reasonably incurred by the individual
in connection with any action or failure to act by reason of membership on the
Committee or performance of an authorized duty or responsibility for or on
behalf of the Company or a Related Company pursuant to the Plan unless the
same is judicially determined to be the result of the individual's gross
negligence or willful misconduct. Such indemnification by the Company and/or
applicable Related Company shall be made only to the extent such expense or
liability is not payable to or on behalf of such person under any liability
insurance coverage. The foregoing right to indemnification shall be in
addition to any other rights to which any such person may be entitled as a
matter of law.
Section 7.11 - Nonalienation of Benefits
- ----------------------------------------
Except as otherwise provided by law, no benefit, payment or distribution
under this Plan shall be subject either to the claim of any creditor of a
Participant, spouse, or Beneficiary, or to attachment, garnishment, levy,
execution or other legal or equitable process, by any creditor of such person,
and no such person shall have any right to alienate, commute, anticipate or
assign (either at law or equity) all or any portion of any benefit, payment
or distribution under this Plan.
The Plan shall not in any manner be liable for or subject to the debts,
contracts, liabilities, engagements or torts of any person entitled to
benefits hereunder.
In the event that any Participant's benefits are garnisheed or attached
by order of any court, the Plan Administrator may elect to bring an action for
a declaratory judgment in a court of competent jurisdiction to determine the
proper recipient of the benefits to be paid by the Plan. During the pendency
of said action, any benefits that become payable may be paid into the court
as they become payable, to be distributed by the court to the recipient it
deems proper at the close of said action.
-14-
<PAGE> 19
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1 - Nonguarantee of Employment
- ----------------------------------------
Nothing contained herein shall require the Company or any Related
Company to continue any Participant in its employ, or require any Participant
to continue in the employ of the Company or any Related Company.
Section 8.2 - Right to Benefits
- -------------------------------
The sole interest of each Participant and each Beneficiary of a
Participant under the Plan shall be to receive the benefits provided herein as
and when the same shall become due and payable in accordance with the terms
hereof and neither any Participant nor Beneficiary of any Participant shall
have any right, title or interest in or to any of the assets of the Company or
a Related Company. All benefits hereunder shall be paid solely from the
general assets of the Company or applicable Related Company and the Company
shall not maintain any separate fund or account to provide any benefits
hereunder.
Section 8.3 - Offsets to Benefits
- ---------------------------------
NotwithstandIng any provisions of the Plan to the contrary, the Company
or an applicable Related Company may, if the Committee in its sole and absolute
discretion shall determine, offset any amounts to be paid to a Participant, or
Beneficiary under the Plan against any amounts which such Participant may owe
to the Company and/or to any one or more Related Companies.
Section 8.4 - Withholding and Deductions
- ----------------------------------------
All payments made by the Company or a Related Company under the Plan to
any Participant or Beneficiary shall be subject to applicable withholding and
to such other deductions as shall at the time of such payment be required
under any income tax or other law, whether of the United States or any other
applicable jurisdiction, and, In the case of payments to the Beneficiary of a
Participant, the delivery to the Company of all necessary waivers and other
documents.
Section 8.5 - Amendment/Termination
- -----------------------------------
The Company may, at any time and from time to time, pursuant to a
resolution of the Board, by written notice to each affected Participant and/or
Beneficiary who shall, at such time, have any rights under the Plan, amend
the terms and provisions of the Plan and may, at any time, similarly terminate
the Plan; PROVIDED, HOVEVER, that no such amendment shall impair the Company's
obligations to make payment or distribution of amounts theretofore earned
under the Plan. In the event that a Plan amendment effects only one or a
limited number of Participants through a change to Schedule I hereof, there
shall be no requirement to provide a copy of such amendment to Participants,
or Beneficiaries not affected.
-15-
<PAGE> 20
Section 8.7 - Misconduct
- ------------------------
If the Committee finds that any Participant engages in conduct
detrimental to the best interests of the Company or a Related Company or
misconduct involving dishonesty or moral turpitude which results in detriment
or financial loss to the Company or a Related Company or in malicious
destruction of such company's property, or is convicted of a felony committed
and arising out of the Participant's employment by such company, the Committee
may direct forfeiture of all or a portion of the benefits of the Participant.
Section 8.8 - Noncompetition Provision
- --------------------------------------
If the Committee determines that a Participant has entered into
employment with a competitor of the Company or is engaged directly or
indirectly in competition with or in an occupation detrimental to the Company's
interest, and if, after due notice, such Participant continues such activity,
the Committee shall suspend payment to said Participant of all amounts
otherwise due the Participant under this Plan and such Participant shall
forfeit all rights and interest with respect thereto. Such determination shall
be based on evidence satisfactory to the Committee and such determination
shall be final; provided, however, that any Participant shall be entitled
to rely forever on any written statement made by the Company that employment
with another employer is not in direct competition with the Company or
detrimental to its interest.
Section 8.9. Plan Merger, Consolidation or Transfer of Assets
- -------------------------------------------------------------
The Plan may not be involved in a merger, consolidation or transfer of
assets or liabilities with any other plan or program unless each Participant
would (if the Plan had been terminated) receive a benefit immediately after
such merger, consolidation or transfer which is equal to or greater than the
benefit he would have been entitled to receive immediately before the merger,
consolidation or transfer (if the Plan had then terminated).
-16-
(Rev. 12/1/88, Amend. No. 2)
<PAGE> 21
ARTICLE IX
GENERAL PROVISIONS
Section 9.1 - ERISA Status
- --------------------------
This Plan shall constitute a plan which is unfunded and which is
maintained primarily for the purpose of providing deferred compensation
benefits for a select group of management or highIy compensated employees
within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and
the ERISA reporting and disclosure regulations.
Section 9.2 - Construction
- --------------------------
In the construction of the Plan, the masculine shall include the
feminine and the singular the plural in all cases where such meanings would be
appropriate.
Section 9.3 - Controlling Law
- -----------------------------
The law of the State of Ohio shall be the controlling state law in all
matters relating to the Plan and shall apply to the extent that it is not
preempted by the laws of the United States of America.
Section 9.4 - Effect of Invalidity of Provision
- -----------------------------------------------
If any provision of this Plan is held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provisions hereof,
and this Plan shall be construed and enforced as if such provision had not
been included.
-17-
<PAGE> 22
SCHEDULE I
Page 1 of 4
SPECIAL PROVISIONS RELATING TO INDIVIDUAL PARTICIPANTS
The provision of this Schedule I are a part of the Rubbermaid
Incorporated Supplemental Executive Retirement Plan and specify special Plan
provisions which apply to individual Participants and/or a group of similarly
situated Participants.
Section 1-Special Provisions Applicable to Employees of Rubbermaid Canada Inc.
- ------------------------------------------------------------------------------
A. The provisions of this Section 1 become effective with the adoption of
the plan as of January 1, 1983, and apply to any Plan Participant principally
mployed by Rubbermaid Canada Inc.
B. For the purpose of calculating pension benefits for Rubbermaid Canada
Inc. Participants, subsections 4. l(b) and 4. l(d) of the Plan shall read:
"(b) The amount of monthly pension payable on a life-only
basis which is the Actuarial Equivalent of the Participant's
deferred profit-sharing employer account value as of the date
of the Participant's retirement. The Actuarial Equivalent
referred to in this subparagraph (b) shall be determined using
the Pension Benefit Guaranty Corporation's immediate annuity
purchase rates for the second calendar month preceding the day
on which the Participant's pension commences." For the purposes
of this subparagraph, the Participant's deferred profit sharing
employer account value shall be determined as if the Company
had continued to accumulate in said profit sharing plan amounts
distributed from the prior profit sharing plan prior to 1984 and
had made contributions in respect of the participant without
having been restricted in any way by limits imposed by the
Income Tax Act (Canada) or by the regulatory authorities.
"(d) 100% of the Participant's monthly Canada/Quebec Pension
Plan Benefits, plus the Participant's monthly Old Age Security
Benefit, determined according to the procedures for determining
such amounts in this Section 1."
C. For the purpose of calculating Early Retirement Pension benefits for
Rubbermaid Canada Inc. Participants, subsections 4.2(c)(ii), (iv) and
(v) shall read:
"(ii) The amount of monthly pension payable on a life only
basis which is the Actuarial Equivalent of the Participant's
vested deferred profit sharing employer account value as of the
date of the Participant's Retirement determined pursuant to the
provisions of Section 4.1 (b)." For the purposes of this
subparagraph, the Participant's deferred profitsharing employer
account shall be determined as if the Company had continued to
accumulate in said profit sharing plan amounts distributed from
the prior profit sharing plan prior to 1984 and had made
contributions in respect of the participant without having been
restricted in any way by limits imposed by the Income Tax Act
(Canada) or by the regulatory authorities.
(Rev. 1/1/94, Amend. No. 5)
<PAGE> 23
SCHEDULE I
Page 2 of 4
"(iv) 100% of the Participant's monthly Canada/Quebec Pension Plan Benefit
(including disability benefits), plus his monthly Old Age Security
Benefit, determined according to the procedures for determining such
amounts in this Section 1, and actuarially reduced for early
commencement.
"(v) The amount of any disability benefits from Company and/or Related
Company sponsored plans or practices and any workers' compensation
benefits declared or awarded (except for awards or fixed statutory
payments for loss or loss of use of any bodily member) payable to a
Participant with respect to a Participant's disability."
D. "CANADA/QUEBEC PENSION PLAN BENEFIT" means the monthly pension it is
estimated the Participant will receive, commencing at his Normal
Retirement Date, from the Canada Pension Plan and/or Quebec Pension
Plan. In making this estimate, it shall be assumed that:
(i) the Participant has contributed, or will contribute, to either
the Canada or Quebec Pension Plan to the extent necessary to
ensure that his benefit therefrom will not be reduced by
reason of less than a full contributory period; and
(ii) the Participant's annual earnings for purposes of calculation
of the applicable statutory benefit have been equal to the
lesser of:
(a) twelve times his Final Average Compensation; and
(b) the average of the year's maximum pensionable earnings
under the Canada or Quebec Pension Plan in effect for
the three (3) calendar years to and including the year
in which a determination is required pursuant to this
Schedule I.
(iii) the formula to be applied to the earnings figure in (ii) above
to calculate the applicable statutory benefit will be that
contained in the applicable legislation at the date the Plan
requires a determination pursuant to this Schedule I.
E. "OLD AGE SECURITY BENEFIT" means the monthly pension it is estimated
the Participant will receive commencing at his Normal Retirement Date,
under the Old Age Security Act of Canada. In making this estimate it
shall be assumed that the Participant's entitlement is:
(i) reduced, if applicable, by reason of having years of residence
less than that required to provide an unreduced benefit;
(ii) exclusive of any Spouse's Allowance that may be payable; and
(iii) exclusive of any Guaranteed Income Supplement that may be
payable.
(Rev. 1/1/94, Amend. No. 5)
<PAGE> 24
SCHEDULE I
Page 3 of 4
Section II - Special Pre-Age 55 Surviving Spouse Death Benefits
- ---------------------------------------------------------------
Irrespective of the regular Plan provisions, the Surviving Spouse
Pension provisions (Section 5.4) shall apply to the following specified
individual in the event of his death while an Active Participant whether
or not he has attained age 55:
Wolfgang R. Schmitt
Section III - Special Approval to Retire After Attainment of Age 55 With
- ------------------------------------------------------------------------
Non-Reduced Pension
- -------------------
Irrespective of the regular Plan provisions, the following individuals may
elect Early Retirement pursuant to the Plan at any time following
attainment of age 55 and completion of at least five (5) years of Service with
an immediate Pension, payable monthly in the normal life only form of payment
described in Section 5.1 in an amount of 55% of the Participants Final Average
Compensation less the Early Retirement offset amounts listed in Section 4.2:
Joseph G. Meehan
James A. Morgan
Thomas W. Ward
Section IV - Special Provisions Applicable to Wolfgang R. Schmitt
- -----------------------------------------------------------------
Irrespective of the regular Plan provisions, the following provisions
shall apply to Wolfgang R. Schmitt:
Termination of Employment
- -------------------------
In the event of Mr. Schmitt's termination from Company employment prior
to his Normal Retirement Date, he shall be entitled hereunder to receive
retirement pension benefits in the amount determined from the following table:
(Rev. 1/1/94, Amend. No. 5)
<PAGE> 25
SCHEDULE I
Page 4 of 4
WOLFGANG R. SCHMITT
SUPPLEMENTAL RETIREMENT PLAN PENSION SCHEDULE
----------------------------------------------
<TABLE>
<CAPTION>
|==================================================================================|
| Amount of Pension Benefits (before applicable |
| reductions) as % of Final Average Compensation* |
|----------------------------------------------------------------------------------|
| Age at | | |
| Termination** | Involuntary Termination | Voluntary Termination|
|----------------------------------------------------------------------------------|
| <S> | <C> | <C> |
| 50 | 55 | 35 |
| 51 | 55 | 37 |
| 52 | 55 | 39 |
| 53 | 55 | 41 |
| 54 | 55 | 43 |
| 55 | 55 | 45 |
| 56 | 55 | 47 |
| 57 | 55 | 49 |
| 58 | 55 | 51 |
| 59 | 55 | 53 |
| 60 | 55 | 55 |
| 61 | 55 | 55 |
| 62 | 55 | 55 |
| 63 | 55 | 55 |
| 64 | 55 | 55 |
| 65 | 55 | 55 |
- -----------------------------------------------------------------------------------|
<FN>
* CEO years' compensation only to be used in average
** Age means age on Mr. Schmitt's last birthdate preceding termination.
</TABLE>
In the event of Mr. Schmitt's voluntary termination from Company
employment, his retirement pension benefits hereunder shall commence as of the
first day of the month coincident with or next following his termination date.
In the event of Mr. Schmitt's involuntary termination from Company employment,
his retirement pension benefits hereunder shall commence as of the later of
the first day of the month coincident with or next following (i) his
attainment of age 60 or (ii) his termination date.
Irrespective of any other provision of this Plan or of the companion
Rubbermaid Incorporated Supplemental Executive FUNDED Retirement Plan
("FUNDED SERP"), Mr. Schmitt shall become a Participant in the FUNDED SERP
on the earliest of (i) his fifty-fifth (55th) birthday, (ii) the date of his
voluntary termination from Company employment, or (iii) the date if he
qualifies for vested benefits in conjunction with a Change in Control of the
Company under Sections 3.4 and 4.5 of this Plan.
(Rev. 1/1/94, Amend. No. 5)
<PAGE> 26
SCHEDULE II
Page 1 of 6
SPECIAL PROVISIONS RELATING TO THE
FUNDING OF NONFORFEITABLE BENEFITS -
RUBBERMAID INCORPORATED SUPPLEMENTAL EXECUTIVE
----------------------------------------------
FUNDED RETIREMENT PLAN
----------------------
The provisions of this Schedule II constitute a separate non-qualified, funded
retirement plan for a select group of management or highly compensated
employees pursuant to the applicable provisions of ERISA.
The purpose of this separate plan is to provide funding (on a defined
contribution basis) in respect to nonforfeitable pension benefits otherwise
provided under the Rubbermaid Incorporated Supplemental Retirement Plan
(referred to in this Schedule II as the "NON-FUNDED SERP"). This funded plan
shall become effective as of December 1, 1988. The plan (the terms and
conditions of which are expressed in the provisions of this Schedule II) is
referred to herein as the "FUNDED SERP."
Section I - Definitions
- -----------------------
Unless the context otherwise indicates, all terms used herein (other than
"Participant" as defined herein) which are also used in the Rubbermaid
Incorporates Supplemental Retirement Plan shall have the meanings set forth
in Article I of said plan.
"Actuary" for the purposes of the FUNDED SERP shall mean an independent,
qualified actuary who is a Fellow of the Society of Actuaries and an Enrolled
Actuary pursuant to the provisions of ERISA, selected by the Company, or a
firm of independent actuaries selected by the Company at least one of whose
members is a Fellow of the Society of Actuaries and an Enrolled Actuary
pursuant to the provisions of ERISA.
Other terms requiring definition are defined in the text hereof.
Section II - Participation
- --------------------------
An employee of Rubbermaid Incorporated, or an affiliated company, who is an
Active Participant in the NON-FUNDED SERP shall become a participant (a
"Participant") in the FUNDED SERP as of the first day on which his accrued
pension benefit under the NON-FUNDED SERP becomes nonforfeitable (vested) as
a result of (i) qualifying for Normal Retirement (Section 3.1), (ii)
qualifying for Early Retirement (Section 3.3) or under special provisions
incorporated in Schedule I, or (iii) qualifying for vested benefits in
conjunction with a Change in Control of the Company under Sections 3.4 and
4.5 of the NON-FUNDED SERP or on a date otherwise provided in Schedule 1
(Special Provisions) of the NON-FUNDED SERP. The Company may also elect in
writing to include as a Participant in the FUNDED SERP any individual who
retired under the provisions of the NON-FUNDED SERP prior to January 1, 1988
and is receiving pension benefits under that plan. The Plan Administrator
shall endeavor to notify each individual who has become eligible to
participate in the Plan of such eligibility. All benefits funded under the
provisions of the plan expressed in this Schedule II are 100% vested.
(Rev. 1/1/94, Amend. No. 5)
<PAGE> 27
SCHEDULE II
Page 2 of 6
Notwithstanding the foregoing provisions of Section II, an individual shall not
participate in the FUNDED SERP unless he files, within 60 days of the date he
is first so notified that he is eligible to participate in the FUNDED SERP (or
such other period as may be permitted by the Plan Administrator), an
irrevocable, completed, authorized enrollment form with the Plan Administrator
pursuant to uniform procedures to be established by the Pian Administrator in
his sole discretion. Such form shall authorize the Company to forward
directly to the Committee or an insurance company (or companies) any and ali
funds necessary to satisfy requirements for the purchase of SPDAs on behalf
of the Participant under the term of the FUNDED SERP.
Section III - Benefits
- ----------------------
As of January lst coincident with or next following the date on which an
employee becomes a Participant in the FUNDED SERP, the Actuary shall deter-
mine the amount of the Participant's anticipated Normal Retirement Pension
(on a monthly life only form of payment) under the NON-FUNDED SERP benefit
formula. Such benefit shall be the Participant's "Target funded Benefit" to be
funded hereunder.
Section IV - Purchase and Terms of SPDAS
- ----------------------------------------
The sole obligation of the Company under the FUNDED SERP is to make current
funds available to applicable Participants and assist to the extent necessary
and appropriate in the direct application of such funds toward the purchase of
single premium deferred annuity contracts ("SPDAs") as provided in this
Section IV in accordance with the consents of such Participants to have such
funds so applied and to make corresponding income tax withholding payments in
accordance with the following provisions. Any additional benefits provided
under the NON-FUNDED SERP shall remain the obligation of such non-funded plan
and shall be paid out of the general assets of the Company. ln respect to
such non-funded benefits, applicable Participants and beneficiaries shall have
no rights to payments greater than the rights of general unsecured creditors
of the Company. If a Participant terminates employment with the Company for
any reason before becoming vested under the provisions of the NON-FUNDED SERP,
the participant shall forfeit all rights and benefits which may have accrued
with respect to the Participant under the NON-FUNDED SERP.
(a) The Company shall arrange on behalf of each person who initially becomes
a Participant in the FUNDED SERP during a calendar year, the purchase of
an SPDA no later than March 15th of the subsequent year. In the event of
initial plan participation caused by a Change in Control of the Company,
the Company shall arrange for the purchase of such SPDA, to the extent
possible, to occur coincident with or prior to the Change in Control. The
SPDAs so purchased shall provide a benefit which, when expressed in the
form of a single life annuity to the Participant, is substantially equal
in value to the after-tax amount of the Participant's Target Funded
Benefit had it been provided f rom the NON-FUNDED SERP. The
determination of such amount shall be made pursuant to the formula
expressed in Appendix A and based upon the assumption that the
individual for whom the SPDA is purchased will be subject to the same
taxing Jurisdiction(s) (as defined
(Added 12/ 1/88, Amend. No. 2)
<PAGE> 28
SCHEDULE II
Page 3 of 6
below) when payments under the SPDA begin as the taxing Jurisdiction(s)
to which the individual is subject when the SPDA is purchased. For such
purpose, the determination of the Applicable Tax Rate shali be made by
the Plan Administrator or, if the Committee so determines, by an
independent public accounting firm or any other advisor retained by the
Committee. Such determination shall be final and binding on all parties.
The Company, at its discretion, may accelerate the effective date of the
purchase of an SPDA on behalf of a Participant of the FUNDED SERP in
circumstances under which such purchase would be to the benefit of the
Participant or the Company.
In the event of the death of a Participant between the date such
individual becomes a Participant in the FUNDED SERP and the effective
purchase of an applicable SPDA, the Company shall, in lieu of arranging
the purchase of an SPDA, pay to the Participant's beneficiary(ies) within
90 days of the Participant's death a single sum death benefit equal in
amount to the premium for the SPDA which would otherwise have been
purchased on behalf of the Participant as determined by the Actuary.
Such amount shall be final and binding on all parties.
Should subsequent events prior to retirement substantially increase a
Participant's anticipated Normal Retirement Pension above the Target
Funded Benefit employed in the purchase of an SPDA for the Participant
under the provisions of the FUNDED SERP, the Company at its discretion
may (at the time it is otherwise purchasing SPDAs hereunder or such other
time as it deems appropriate) arrange for the purchase of an additional
SPDA on behalf of the Participant to fund such increase.
(b) As of each date that the Company arranges for the purchase of an SPDA
hereunder (or provides an equivalent lump sum death benefit), the Company
shall provide for income tax withholding with respect to the individual
for whom the SPDA is purchased (or lump sum payment made), and shall
notify such individual (or in the event of death his personal
representatives) of the amount so paid as soon as possible thereafter
but in no event later than 30
days after the close of the calendar year in which such purchase occurs.
Such income tax withholding shall be paid by the due date for income tax
withholding on wages paid in each taxing Jurisdiction (determined as
provided below) on such SPDA purchase date. Regardless of the minimum
income tax withholding requirements in such Jursidiction, the amount of
such income tax withholding payment shall be equal to the product
obtained by multiplying (a) the total premium paid for such SPDA, times
(b) the Applicable Tax Rate (determined as provided below) on such SPDA
purchase date, divided by (c) the sum of one (1) minus the Applicable Tax
Rate; provided, however, that, if a different withholding payment is
required by applicable law, the Plan Administrator shall, pursuant to
uniformly applicable rules and procedures, require appropriate
adjustments to any terms of the NON-FUNDED SERP plan. Notwithstanding
the foregoing, the Company shall have no obligations with respect to
arranging the purchase of an SPDA on behalf of any Participant unless
such Participant executes such authorization, if any, as may be
necessary for the income tax withholding provisions required by this
Section IV to be made.
(Added 12/1/88, Amend. No. 2)
<PAGE> 29
Schedule II
Page 4 of 6
For the purposes of this sub section, the term "Jurisdiction" shall mean
each taxing Jurisdiction to which a Participant or Beneficiary is
subject at the time an SPDA is purchased and the term "Applicable Tax
Rate" shall mean the combined marginal income tax rate applicable to
individuals in the highest taxable income brackets in the applicable
taxing Jurisdiction (giving due regard to the deductibility, credits or
other adjustments in one Jurisdiction for taxes paid in another). The
determination of Applicable Tax Rate shall be made by the Plan
Administrator or, if the Committee so determines, by an independent
public accounting firm or any other advisor retained by the Committee.
Such determination shall be final and binding on all parties.
(c) Each Participant shall, as a condition of having an SPDA purchased
on behalf of the Participant, (i) supply the Plan Administrator with all
assistance, information and supporting documentation as he shali reason-
ably request, and (ii) execute such authorizations, if any, as may be
necessary for the income tax withholding provisions required under sub-
paragraph (b) above to be made.
(d) Each SPDA shall contain terms consistent with the requirements of this
Section IV. Each SPDA shall permit payments to be made to the applicabie
Participant commencing no sooner than the earliest date the Participant
could elect to commence receiving benefits under the provisions of the
NON-FUNDED SERP or at a later date.
(e) Notwithstanding any other provision of the Plan to the contrary, no SPDA
shall be purchased on behalf of a Participant if the amount of the SPDA
required to be purchased in accordance with such other provision is less
than the minumum underwriting requirement of the insurer then selected by
the Company to issue SPDAs under the Plan.
(f) With respect to each purchase of SPDAs the Company shali select one or
more life insurers which are rated superior or A+ by Best's Insurance
Reports, Life-Health to provide the SPDAs. At such times as it may be of
material economic advantage to accomplish the prescribed funding to
purchase single premium immediate annuities combined with appropriate
Participant deferral elections in lieu of single premium deferred
annuities, the Plan Administrator may make such purchases as though the
contracts were SPDAs.
(g) Each SPDA shall provide for payments to the Participant commencing at
the Participant's Normal Retirement Date or earlier in a reduced amount
if the Participant has retired hereunder, or at any later date in an
increased amount, and in such available Actuarially Equivalent payment
form, as the Participant shall elect, provided that if the Participant
has a Qualified Spouse on the date of the Participant's termination of
employment with the Company for any reason, then payment shall be in the
form of a Qualified Joint and Survivor Annuity (as defined below), except
as otherwise provided below. Each SPDA shall provide for the return of
the amount of the initial SPDA premium to the Particpiant's applicable
Beneficiary(ies) in the event of the Participant's death prior to the
time that Pension benefits have commenced under the SPDA.
(Added 12/1/88, Amend. No. 2)
<PAGE> 30
SCHEDULE II
Page 5 of 6
(h) The term "Qualified Joint and Survivor Annuity" means a single life
annuity to the Participant and, lf the Participant dies leaving a
Qualified Spouse (regardless of whether payments to the Participant had
commenced), a single life annuity to such Qualified Spouse, following
the Participant's death, in an amount equal to one-half the amount of
the single life Annuity payable to the Participant (or that would have
been payable when payments commenced) under the Qualified Joint and
Survivor Annuity.
"Qualified Spouse" as used in this Schedule II shall mean a Participant's
lawful husband or wife, as the case may be, recognized under the laws of
the state, or other applicable Jurisdiction, in which the Participant
regularly and continuously is employed by the Company. The Company,
Committee, Plan Administrator and applicable insurance company may rely
on the statement of a Participant concerning the Participant's marital
status and all persons claiming any benefit under the Plan shall be
bound by such representation.
(i) Subject to additional requirements which may be imposed under applicable
law, all elections or consents under this Section IV or any SPDA shall be
made by the Participant or Beneficiary in such form and manner and at
such time or times as the terms of the SPDA shall require, provided that
any election, or revocation or change of election, by the Participant
under this Section lV must be made with the written consent of the
Participant's Qualified Spouse, if any, unless, after giving effect to
such election, revocation or change, payment shall be in the form of a
Qualified Joint and Survivor Annuity, or an annuity which provides for
payments to the Qualified Spouse which are greater than the payments
which would be made under a Qualified Joint and Survivor Annuity;
provided, however, that the Plan Administrator may prescribe procedures
under which a Qualified Spouse may relinquish all FUNDED SERP plan
rights. The Plan Administrator shall cause the Participant or Beneficiary
to be supplied with the information he reasonably deems necessary or
desirable to make the election available under this Section IV or any
SPDA and otherwise to the extent required by law.
(j) The Company shall notify each insurer that has issued an SPDA on behalf
of a Participant of the Participant's termination of employment with the
Company for any reason and to take all actions necessary or desirable to
commence payments to the Participant (or Beneficiary as applicable) under
the SPDA in accordance with its terms.
(k) Each SPDA shall provide that the issuing insurer shall determine the
portion of each SPDA payment which would be taxable by the Jurisdiction
to which the Plan Participant is subject. Such determination shall be
final and binding for purposes of the Plan.
(1) The purchase and distribution of SPDAs hereunder shall not vest in any
Participant or Beneficiary any right, title or interest in and to any
assets or benefits except at the time or times, upon the terms and
conditions, to the extent, set forth in the FUNDED SERP and any SPDA
purchased thereunder.
(Added 12/1/88, Amend. No. 2)
<PAGE> 31
SCHEDULE II
Page 6 of 6
(m) The Company's obligations to provide applicable benefits to Participants
in the FUNDED SERP shall be extinguished upon the purchase of an SPDA and
the provision of applicable income tax withholding in accordance with
this Section IV.
Section V - Administrative Provisions
- -------------------------------------
Except as otherwise specifically provided or modified below, the administrative
provisions contained in the NON-FUNDED SERP (regardless in which Article they
appear) shall also govern the FUNDED SERP documented in this Schedule II:
(a) The following Sections of the NON-FUNDED SERP shall have no application
to benefits provided through the purchase of SPDAs under the FUNDED SERP
Section 8.3 (Offsets to Benefits),
Section 8.7 (Misconduct) and
Section 8.8 (Noncompetition Provision).
(b) Each FUNDED SERP Participant shall, as a condition of having an SPDA
purchased for the Participant, supply the Plan Administrator with all
assistance, information and supporting documentation as he shall reason-
ably request.
(c) In addition to the Powers granted to the Company, Committee and the Plan
Administrator and specified in Article VII of the NON-FUNDED SERP, they
shall specifically have the power to delegate authority to agents and
other persons to act on their behalf in carrying out the provisions and
administration of the FUNDED SERP including the selection or purchase of
SPDAs, and to take or direct any action required or advisable with
respect to the administration of the FUNDED SERP.
(d) In respect to benefits provided under the FUNDED SERP, any designation of
Beneficiary or revocation or change of a Beneficiary designation regarding
such benefits must be made with the written consent of the Participant's
Qualified Spouse, if any, unless, after giving effect to such designation,
revocation or change, the Participant's sole Beneficiary is the
Participant's Qualified Spouse.
(e) The Company may, pursuant to the specifications in Section 8.5 of the
NON-FUNDED SERP, amend or terminate either or both of the SERP Plan(s);
however, in no event shall the modification, amendment or termination of
either Plan affect or reduce the value of any SPDA purchased under the
FUNDED SERP or reduce the value of or the obligation to purchase SPDAs
and pay income tax withholding in respect to applicable benefits which
have become non-forfeitable (vested) and for which an initial SPDA has
not yet been purchased or income tax withholding not provided pursuant to
Section IV of this Plan.
(Added 12/ 1/88, Amend. No. 2)
<PAGE> 32
SCHEDULE II
APPENDIX A
RUBBERMAID INCORPORATED
FORMULA FOR FUNDED SERP BENEFITS
1. Initial Target Benefit = SERP Benefit x (1 - Applicable Tax
Rate*)
2. Exclusion Ratio = Single Premium divided by Total Expected
(the amount of the annuity Payments**.
benefit which is not taxed)
3. Annuity Benefit = Initial Target Benefit divided by [ 1 -((1
- Exclusion Ratio) x Tax Bracket)]
Example
Initial Target Benefit
at age 65 (Life Income
Option) = $19,037.95
Applicable Tax Rate* = 33%
Exclusion Ratio = .32611
Annuity Benefit = $19,037.95 divided by
[((1-.32611)x.33)]
= $24,482.45
* As defined in Section IV(b) of the FUNDED SERP.
** The number of payments is determined using the IRS' Unisex annuity
mortality tables.
(Added 12/ 1/88, Amend. No. 2)
<PAGE> 1
MANAGEMENT'S REPORT EXHIBIT 13
The integrity and objectivity of the consolidated financial statements and
other data included in this Annual Report are the responsibility of Rubbermaid
management and the Board of Directors. The consolidated financial statements
are prepared in accordance with generally accepted accounting principles and,
where necessary, include estimates based on management's judgment. Our external
auditors conducted an audit of the consolidated financial statements and
reported that the statements present fairly, in all material respects, the
Company's financial position, results of operations, and cash flows.
Management has established a system of internal controls to provide reasonable
assurance that financial information is reliable and assets are properly
safeguarded. The system of internal controls is maintained by selecting and
training qualified associates and by establishing and implementing sound
accounting and business policies, and procedures. Rubbermaid utilizes internal
auditors to monitor and evaluate the effectiveness of such internal controls,
policies, and procedures.
The Audit and Environmental Committee of the Board of Directors, comprised
entirely of outside directors, monitors and reviews the Company's financial
reporting and accounting practices by meeting with management, the internal
auditors, and the external auditors. The internal and external auditors have
unrestricted access to the Committee.
/S/ Wolfgang R. Schmitt
WOLFGANG R. SCHMITT
Chairman of the Board and
Chief Executive Officer
/S/ Joseph G. Meehan
JOSEPH G. MEEHAN
Senior Vice President and
Chief Financial Officer
/S/ George C. Weigand
GEORGE C. WEIGAND
Vice President and
Corporate Controller
INDEPENDENT AUDITORS' REPORT
SHAREHOLDERS AND BOARD OF DIRECTORS
RUBBERMAID INCORPORATED:
We have audited the accompanying consolidated balance sheets of Rubbermaid
Incorporated and subsidiaries as of December 31, 1993 and 1992, and the related
consolidated statements of earnings, cash flows, and shareholders' equity for
each of the years in the three-year period ended December 31, 1993. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Rubbermaid
Incorporated and subsidiaries as of December 31, 1993 and 1992, and the results
of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1993, in conformity with generally
accepted accounting principles.
As discussed in note 2 to the consolidated financial statements, the Company
adopted the provisions of the Financial Accounting Standards Board's Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes" and
the provisions of the Financial Accounting Standards Board's Statement of
Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" in 1992. Also, as discussed in
note 2 to the consolidated financial statements, the Company changed its method
of accounting for inventories in 1992.
/S/ KPMG Peat Marwick
KPMG PEAT MARWICK
Cleveland, Ohio
February 1, 1994
25
<PAGE> 2
<TABLE>
CONSOLIDATED STATEMENT OF EARNINGS
<CAPTION>
(Dollars in thousands except per share amounts)
Years Ended December 31 1993 1992 1991
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $1,960,207 $1,805,332 $1,667,305
Cost of sales 1,285,949 1,200,651 1,102,685
Selling, general, and administrative expenses 328,741 310,410 307,780
Realignment costs (note 3) - 27,500 -
Other charges (credits), net:
Interest expense 7,787 7,561 8,300
Interest income (4,921) (4,923) (5,889)
Miscellaneous, net 768 (2,700) (8,158)
- ---------------------------------------------------------------------------------------------------------------------
3,634 (62) (5,747)
- ---------------------------------------------------------------------------------------------------------------------
Earnings before income taxes and cumulative
effect of changes in accounting principles 341,883 266,833 262,587
- ---------------------------------------------------------------------------------------------------------------------
Income taxes (note 12) 130,470 99,907 99,937
- ---------------------------------------------------------------------------------------------------------------------
Earnings before cumulative effect of
changes in accounting principles 211,413 166,926 162,650
Cumulative effect of changes in accounting
principles (note 2):
Postretirement benefits - (20,112) -
Other - 17,281 -
- ---------------------------------------------------------------------------------------------------------------------
NET EARNINGS $ 211,413 $ 164,095 $ 162,650
=====================================================================================================================
Earnings per Common Share before cumulative
effect of changes in accounting principles $ 1.32 $ 1.04 $ 1.02
Cumulative effect of changes in accounting
principles:
Postretirement benefits - (.13) -
Other - .11 -
- ---------------------------------------------------------------------------------------------------------------------
NET EARNINGS PER COMMON SHARE $ 1.32 $ 1.02 $ 1.02
=====================================================================================================================
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
26
<PAGE> 3
<TABLE>
CONSOLIDATED BALANCE SHEET
<CAPTION>
(Dollars in thousands except per share amounts)
<S> <C> <C>
At December 31 1993 1992
- -------------------------------------------------------------------------------------------------------
ASSETS
- -------------------------------------------------------------------------------------------------------
CURRENT ASSETS:
Cash and cash equivalents $ 127,802 $ 122,494
Marketable securities 66,260 -
Receivables, less allowance for doubtful accounts
of $13,886 in 1993 and $18,883 in 1992 322,284 295,022
Inventories (notes 2 and 5) 303,437 271,917
Prepaid expenses 9,961 10,217
- -------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 829,744 699,650
- -------------------------------------------------------------------------------------------------------
Property, plant, and equipment, net (note 6) 572,136 517,096
Intangible and other assets, net (notes 4 and 12) 111,244 109,823
- -------------------------------------------------------------------------------------------------------
TOTAL ASSETS $1,513,124 $1,326,569
=======================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
- -------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES:
Notes payable (note 7) $ 12,783 $ 18,413
Long-term debt, current (note 7) 2,519 5,304
Payables 116,401 99,618
Accrued liabilities (note 8) 127,611 99,911
- -------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 259,314 223,246
- -------------------------------------------------------------------------------------------------------
Deferred income taxes (notes 2 and 12) - 2,039
Other deferred liabilities (notes 2 and 10) 103,914 93,356
Long-term debt, non-current (note 7) 19,414 20,279
- -------------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY (NOTES 9 AND 13):
Preferred stock, without par value.
Authorized 20,000,000 shares; none issued - -
Common Shares of $1 par value.
Authorized 400,000,000 shares;
issued 160,357,090 shares in 1993 and
160,238,516 shares in 1992 160,357 160,239
Paid-in capital 7,810 5,003
Retained earnings 966,928 820,453
Foreign currency translation adjustment (4,613) 1,954
- -------------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 1,130,482 987,649
- -------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,513,124 $1,326,569
=======================================================================================================
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
27
<PAGE> 4
<TABLE>
CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>
(Dollars in thousands)
( ) Denotes decrease in cash and cash equivalents
Years Ended December 31 1993 1992 1991
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 211,413 $ 164,095 $ 162,650
Adjustments to reconcile net earnings to
net cash from operating activities:
Cumulative effect of changes in
accounting principles (note 2):
Postretirement benefits - 20,112 -
Other - (17,281) -
Depreciation 80,860 69,919 62,650
Employee benefits 14,204 16,049 16,844
Provision for losses on accounts receivable 4,687 6,857 12,130
Other 9,077 4,154 132
Changes in:
Receivables (31,949) (24,896) 13,158
Inventories (31,520) (28,605) (8,435)
Prepaid expenses and other assets (12,546) 2,503 (13,364)
Payables 16,783 (18,221) 16,750
Accrued liabilities 28,426 (1,313) (13,342)
Deferred income taxes and credits (2,039) (16,477) (8)
- ------------------------------------------------------------------------------------------------------------------
NET CASH FROM OPERATING ACTIVITIES 287,396 176,896 249,165
- ------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant, and equipment (141,697) (134,528) (122,513)
Additions to marketable securities (66,260) - -
Other, net 87 (3,558) 2,533
- ------------------------------------------------------------------------------------------------------------------
NET CASH FROM INVESTING ACTIVITIES (207,870) (138,086) (119,980)
- ------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in notes payable (5,630) 2,972 (1,425)
Repayment of long-term debt, net (3,650) (13,199) (2,317)
Cash dividends paid (64,938) (56,477) (49,643)
Other, net - (2,933) 23
- ------------------------------------------------------------------------------------------------------------------
NET CASH FROM FINANCING ACTIVITIES (74,218) (69,637) (53,362)
- ------------------------------------------------------------------------------------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 5,308 (30,827) 75,823
Cash and cash equivalents at beginning of year 122,494 153,321 77,498
- ------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 127,802 $ 122,494 $ 153,321
==================================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $ 112,423 $ 128,501 $ 115,305
Interest paid $ 8,182 $ 7,507 $ 8,071
==================================================================================================================
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
28
<PAGE> 5
<TABLE>
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
<CAPTION>
<S> <C> <C> <C> <C> <C>
(Dollars in thousands except per share amounts) Foreign
Currency Total
Common Paid-in Retained Translation Shareholders'
Shares Capital Earnings Adjustment Equity
- ------------------------------------------------------------------------------------------------------------------------------
TRANSACTIONS FOR 1991:
Opening balance $ 79,993 $ 37,857 $638,551 $ 11,803 $ 768,204
Net earnings - - 162,650 - 162,650
Cash dividends, $.31 per share - - (49,643) - (49,643)
Employee stock plans 102 3,771 - - 3,873
Foreign currency
translation adjustment - - - 756 756
Two-for-one stock split 80,094 (41,569) (38,525) - -
Other, net - - (100) - (100)
- ------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1991 160,189 59 712,933 12,559 885,740
TRANSACTIONS FOR 1992:
Net earnings - - 164,095 - 164,095
Cash dividends, $.3525 per share - - (56,477) - (56,477)
Employee stock plans 50 4,944 - - 4,994
Foreign currency
translation adjustment - - - (10,605) (10,605)
Other, net - - (98) - (98)
- ------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1992 160,239 5,003 820,453 1,954 987,649
TRANSACTIONS FOR 1993:
Net earnings - - 211,413 - 211,413
Cash dividends, $.405 per share - - (64,938) - (64,938)
Employee stock plans 118 2,807 - - 2,925
Foreign currency
translation adjustment - - - (6,567) (6,567)
- ------------------------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1993 $160,357 $ 7,810 $966,928 $ (4,613) $1,130,482
==============================================================================================================================
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
29
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Rubbermaid
Incorporated and its subsidiary companies, all of which are wholly owned. All
significant intercompany profits, transactions, and balances have been
eliminated in consolidation.
CASH EQUIVALENTS
Investments with maturities at date of purchase of three months or less are
considered cash equivalents.
MARKETABLE SECURITIES
Marketable securities, consisting of high quality auction rate preferred stock,
are stated at cost which approximates market.
INVENTORIES
Inventories are stated at the lower of cost or market. Cost is determined using
the last-in, first-out (LIFO) method for 83% of inventories in both 1993 and
1992. Cost of the remaining inventories is determined using the first-in,
first-out (FIFO) method.
PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment is stated at cost less depreciation and
amortization accumulated to date. Depreciation and amortization are computed on
the straight-line method over the estimated useful lives of the assets.
FINANCIAL INSTRUMENTS
Financial instruments consist primarily of investments in cash, cash
equivalents, marketable securities, and receivables and obligations under
accounts payable and debt instruments. The Company estimates the fair value of
financial instruments based on interest rates available to the Company and by
comparison to quoted prices. At December 31, 1993 and 1992, the fair value of
the Company's financial instruments approximated the carrying value.
NET EARNINGS PER COMMON SHARE
Net earnings per Common Share is based on the average number of Common Shares
outstanding during each year. Average shares used in the calculations were
160,318,196, 160,207,099, and 160,126,310 in 1993, 1992, and 1991,
respectively.
2. ACCOUNTING CHANGES
Effective January 1, 1992, the Company adopted FAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions." The Company
elected to immediately recognize the obligation for these benefits, resulting
in a cumulative effect charge to 1992 net earnings of $20,112 (net of $12,015
of income taxes) or $.13 per share.
Effective January 1, 1992, the Company modified its inventory accounting
practices to include additional costs as part of inventoriable overhead. The
Company believes this change is preferable because it improves the matching of
revenues and costs and improves comparability of operating results and
financial position with those of other companies. The cumulative effect of this
change was $11,203 (net of $6,866 of income taxes) or $.07 per share.
Effective January 1, 1992, the Company adopted FAS No. 109, "Accounting for
Income Taxes." The cumulative effect of this change was $6,078 or $.04 per
share.
The effect of these changes on 1992's results, after recording the cumulative
effect, and the pro forma effect on the prior year results were not
significant.
3. REALIGNMENT COSTS
During 1992, the Company provided $27,500 ($17,050 after tax or $.11 per share)
for the cost of actions to realign and integrate certain operations.
4. ACQUISITIONS AND JOINT VENTURES
ACQUISITIONS
In 1992, the Company acquired the businesses which comprise CIPSA, the leading
Mexican plastic and rubber housewares manufacturer and marketer, and Iron
Mountain Forge Corporation, a manufacturer and marketer of commercial
playground equipment, in cash transactions accounted for as purchases. These
acquisitions had no significant effect on 1992's results of operations.
JOINT VENTURES
The Company has a 40% interest in a joint venture, Curver Rubbermaid Group,
with the Dutch conglomerate, DSM. The Company's interest in the joint venture
is accounted for by the equity method. Curver Rubbermaid Group manufactures and
markets plastic and rubber housewares in Europe, the Middle East, and North
Africa.
Subsequent to December 31, 1993, the Company announced its intention to form a
joint venture with Richell Corporation, one of Japan's leading housewares
manufacturers, which will sell, market, and develop housewares, leisure, and
specialty products for the Japanese market. Subject to reaching a definitive
agreement, the joint venture will become operational in April 1994. At that
time the Company will hold a 40% equity interest and will have the opportunity
to increase its holding to a majority position by the end of 1994.
In 1992 the Company ended its resin casual furniture joint venture with
Sommer-Allibert Inc. The Company continues to manufacture and distribute resin
casual furniture specifically for the mass market.
30
<PAGE> 7
<TABLE>
5. INVENTORIES
<CAPTION>
A summary of inventories follows:
<S> <C> <C>
1993 1992
- -------------------------------------------------------------------------------
FIFO cost:
Raw materials $ 75,978 $ 75,777
Work-in-process 15,964 15,497
Finished goods 224,023 197,711
- -------------------------------------------------------------------------------
315,965 288,985
Excess of FIFO over LIFO cost (12,528) (17,068)
- -------------------------------------------------------------------------------
$303,437 $271,917
===============================================================================
</TABLE>
<TABLE>
6. PROPERTY, PLANT, AND EQUIPMENT, NET
<CAPTION>
The components of property, plant, and equipment are summarized below:
<S> <C> <C>
1993 1992
- -------------------------------------------------------------------------------
Land and land improvements $ 26,984 $ 22,666
Buildings 242,531 227,432
Machinery and equipment 702,092 620,114
- -------------------------------------------------------------------------------
971,607 870,212
Accumulated depreciation (508,944) (443,117)
- -------------------------------------------------------------------------------
462,663 427,095
Additions in progress 109,473 90,001
- -------------------------------------------------------------------------------
$ 572,136 $ 517,096
===============================================================================
</TABLE>
<TABLE>
7. NOTES PAYABLE AND LONG-TERM DEBT
Notes payable includes $8,500 of variable rate industrial revenue bonds at
December 31, 1993 and 1992. Although the bonds mature in 2009, they are
classified as short-term debt since annually the bondholders may elect to
continue their investment or return the bonds, at which time they can be
redeemed or resold.
<CAPTION>
Long-term debt at December 31, 1993 and 1992 is summarized as follows:
1993 1992
<S> <C> <C>
- -------------------------------------------------------------------------------
Industrial revenue bonds - rates
ranging from 5.7% to 10.875%
with maturities through 2012 $15,073 $16,887
Other 6,860 8,696
- -------------------------------------------------------------------------------
21,933 25,583
Less current portion 2,519 5,304
- -------------------------------------------------------------------------------
$19,414 $20,279
===============================================================================
</TABLE>
<TABLE>
<CAPTION>
The aggregate principal payments due on the long-term
debt for the five years subsequent to December 31, 1993 are
as follows:
1994 1995 1996 1997 1998
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$2,519 $2,552 $3,229 $3,707 $1,726
===============================================================================
</TABLE>
<TABLE>
8. ACCRUED LIABILITIES
<CAPTION>
Accrued liabilities at December 31, 1993 and 1992 consist of the following:
1993 1992
- -------------------------------------------------------------------------------
<S> <C> <C>
Compensation and commissions $ 28,060 $28,226
Retirement plans 23,338 20,416
Other 76,213 51,269
- -------------------------------------------------------------------------------
$127,611 $99,911
===============================================================================
</TABLE>
9. EMPLOYEE BENEFIT AND RETIREMENT PLANS
The Company provides retirement benefits primarily through noncontributory
defined contribution plans. The cost of these plans aggregated $21,185,
$20,189, and $16,611 in 1993, 1992, and 1991, respectively.
The Company's Restricted Stock Incentive Plans provide for Common Share awards
to be made to key management associates with restrictions as to disposition and
subject to forfeiture upon termination of employment or if certain performance
goals are not achieved. The plans also provide for supplemental cash awards in
the event performance goals are exceeded. During 1993, 1992, and 1991, 143,844,
139,268, and 203,758 Common Shares were awarded and 23,852, 29,128, and 74,278
shares were forfeited, respectively.
The Company also maintains an incentive plan for participating officers and key
management associates and a Voluntary Employee Beneficiary Association (VEBA).
10. OTHER POSTRETIREMENT BENEFIT PLANS
The Company sponsors defined benefit health care plans that provide medical
benefits to retired associates meeting certain eligibility requirements. The
plans generally contain cost-sharing features such as deductibles and
coinsurance, and some plans are contributory. During 1993, certain plans were
amended to limit the Company's annual per capita contributions. The plans are
unfunded.
31
<PAGE> 8
<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share amounts)
10. OTHER POSTRETIREMENT BENEFIT PLANS (CONTINUED)
At December 31, 1993 and 1992, the actuarially determined status of these plans was as follows:
<CAPTION>
1993 1992
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees $29,472 $29,369
Other fully eligible participants 10,355 10,110
Other active participants 14,630 20,562
- ----------------------------------------------------------------------------------------------------
54,457 60,041
Unrecognized net reduction in prior service costs 6,039 -
Unrecognized net gain 3,765 -
- ----------------------------------------------------------------------------------------------------
Amount included in other deferred liabilities $64,261 $60,041
====================================================================================================
</TABLE>
<TABLE>
The expense related to the plans was as follows:
<CAPTION>
1993 1992
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Service cost $1,865 $2,013
Interest cost 4,607 4,778
Amortization (197) -
- ----------------------------------------------------------------------------------------------------
$6,275 $6,791
====================================================================================================
</TABLE>
In estimating the Company's December 31, 1993 obligation under these plans, the
per capita cost of covered benefits is assumed to increase by 12% in 1994, with
that percentage decreasing one percentage point per year to an ultimate rate of
6% in 2000. Adjusting the assumed annual increase in the per capita cost of
covered benefits upward by one percentage point each year would increase the
accumulated postretirement benefit obligation and the expense related to these
plans by approximately 10%. The discount rate used in determining the
accumulated postretirement benefit obligation was 7.25%.
The obligation at December 31, 1992 was estimated assuming the per capita cost
of covered benefits would increase 16% in 1993, with that percentage decreasing
one percentage point per year to an ultimate rate of 6%. The discount rate used
was 8.5%.
11. RESEARCH AND DEVELOPMENT COSTS
Research and development costs relating to both future and present products are
charged to selling, general, and administrative expenses as incurred. These
costs aggregated $28,202, $25,951, and $23,239 in 1993, 1992, and 1991,
respectively.
12. INCOME TAXES
<TABLE>
<CAPTION>
Income taxes are summarized as follows:
1993 1992 1991
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $108,712 $ 87,290 $ 85,802
State and local 17,306 14,294 10,589
Foreign 7,802 5,148 8,809
- ----------------------------------------------------------------------------------------------------
133,820 106,732 105,200
Deferred:
Federal (3,019) (6,277) (5,094)
State and local (504) (831) (337)
Foreign 173 283 168
- ----------------------------------------------------------------------------------------------------
(3,350) (6,825) (5,263)
- ----------------------------------------------------------------------------------------------------
$130,470 $ 99,907 $ 99,937
====================================================================================================
</TABLE>
Earnings before income taxes aggregated $316,655, $247,348, and $239,581 for
domestic operations and $25,228, $19,485, and $23,006 for foreign operations in
1993, 1992, and 1991, respectively. Total tax expense as a percent of pretax
income differs from the amounts computed by applying the U.S. federal income
tax rate of 35% in 1993, and 34% in both 1992 and 1991, to earnings before
income taxes primarily due to the effect of state and local income tax expense.
As of December 31, 1993 and 1992, the Company had aggregate deferred tax assets
of $78,973 and $87,901, respectively, including $24,419 and $21,677,
respectively, related to postretirement benefits, and deferred tax liabilities
of $45,756 and $58,034, respectively, including $44,561 and $40,902,
respectively, related to property, plant, and equipment.
13. COMMON SHARES
Under the Company's Rights Agreement, each shareholder has the right to
purchase from the Company one Common Share at a price that is currently $62.50
per share. The rights are only exercisable in the event a person acquires or
commences a tender offer or exchange offer for 20% or more of the Company's
outstanding Common Shares.
In the event that a person who owns 20% or more of the Company's outstanding
Common Shares merges into the Company, engages in one of a number of
self-dealing transactions, or increases ownership to 25% or more, each right
would entitle its holder to purchase the Company's Common Shares having a
market value equal to twice the right's exercise price.
32
<PAGE> 9
In the event that the Company engages in a merger or other business transaction
in which the Company is not the surviving corporation, engages in a merger or
other business combination transaction in which its Common Shares are changed or
exchanged, or 50% or more of the Company's assets or earning power are sold,
each right would entitle its holder to purchase common shares of the acquiring,
surviving, or resulting person having a market value equal to twice the right's
exercise price.
The rights expire June 24, 1996, and may be redeemed by the Company at a
cost that is currently $.0125 per right, prior to the occurrence of the events
described in the preceding two paragraphs.
14. SEGMENT REPORTING DATA
The Company operates exclusively in one industry which is the manufacture and
distribution of plastic and rubber products and sells to a broad range of
customers, one of which accounted for 14%, 13%, and 11% of net sales in 1993,
1992, and 1991, respectively.
At December 31, 1993, 1992, and 1991, the Company's equity in foreign
subsidiaries was $105,485, $100,085, and $78,282, respectively. Revenues from
non-U.S. customers, including foreign net sales, exports from U.S. operations,
and the Company's proportionate interest in net sales of Curver Rubbermaid
Group, represented 18% of the Company's combined domestic and international
revenues for each of the years 1993, 1992, and 1991.
The following is information about the Company's operations in different
geographic areas. Foreign amounts do not include the European housewares
business which is accounted for under the equity method as part of Curver
Rubbermaid Group (see note 4).
<TABLE>
<CAPTION>
Net Sales Operating Earnings Total Assets
- --------------------------------------------------------------------------------------------------------------------------------
(in millions) 1993 1992 1991 1993 1992 1991 1993 1992 1991
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
United States $1,753.6 $1,611.3 $1,494.2 $325.0 $249.1 $240.6 $1,342.9 $1,164.3 $1,101.0
Foreign 206.6 194.0 173.1 20.5 17.7 16.2 170.2 162.3 143.5
- --------------------------------------------------------------------------------------------------------------------------------
$1,960.2 $1,805.3 $1,667.3 $345.5 $266.8 $256.8 $1,513.1 $1,326.6 $1,244.5
================================================================================================================================
</TABLE>
<TABLE>
15. QUARTERLY FINANCIAL INFORMATION - UNAUDITED
<CAPTION>
4th Quarter 3rd Quarter 2nd Quarter 1st Quarter
- ---------------------------------------------------------------------------------------------------------------------------------
1993 1992 1993 1992 1993 1992 1993 1992
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $472,862 $434,355 $515,208 $473,480 $488,460 $449,054 $483,677 $448,443
Cost of sales 301,998 287,238 327,791 315,636 330,365 299,964 325,795 297,813
Cumulative effect of
accounting changes:
Postretirement benefits - - - - - - - (20,112)
Other - - - - - - - 17,281
Net earnings 50,841 44,057 60,381 52,623 50,575 43,658 49,616 23,757
- -----------------------------------------------------------------------------------------------------------------------------------
Per Common Share:
Cumulative effect of
accounting changes:
Postretirement benefits - - - - - - - (.13)
Other - - - - - - - .11
Net earnings .32 .28 .37 .33 .32 .27 .31 .14
Cash dividends paid .1125 .0975 .0975 .085 .0975 .085 .0975 .085
Market price range:
High 37.13 34.63 34.50 33.63 34.75 34.75 35.00 37.38
Low 32.50 30.13 28.00 28.25 28.38 27.00 29.63 30.50
===================================================================================================================================
</TABLE>
33
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS
Net sales for 1993 were a record for the 42nd consecutive year, totaling $1.960
billion, a 9% increase over 1992's level of $1.805 billion. All of the sales
growth resulted from increases in unit volume achieved through aggressive
marketing and advertising efforts and record new product introductions. Price
realization was flat compared with the prior year. Net sales in 1992 were 8%
above those in 1991. Unit volume increased 9 percentage points, led by new
product introductions and creative promotional programs.
International sales for 1993 were dampened by weak economic environments in
most of the markets in which we operate as well as the negative impact of
currency adjustments. In local currencies, international sales growth outpaced
domestic sales gains.
Looking at 1994, we anticipate gradual improvement in the domestic economic
environment. Unit growth should be generated by aggressive new product
introductions, creative merchandising, and promotional programs, as the Company
continues to offer consumers the good values represented by Rubbermaid
products.
Net earnings in 1993 were a record $211.4 million, or $1.32 per share, up 15%
from $184.2 million, or $1.15 per share, in 1992 before the adoption of FAS
106, "Employers' Accounting for Postretirement Benefits Other Than Pensions."
After the accounting change for FAS 106, which resulted in a onetime after-tax
charge of $20.1 million (or $.13 per share), 1992 earnings were $164.1 million,
or $1.02 per share. In 1991, net earnings were $162.7 million, or $1.02 per
share. The record earnings in 1993 marked the 56th consecutive year of
profitable performance by the Company. The growth in earnings reflects the
Company's continued efforts to increase earnings through productivity
improvements, vigorous cost control measures, and strong unit growth.
As previously stated, the Company changed its method of accounting for certain
postretirement benefits by adopting FAS 106 in 1992. The Company retroactively
recognized its accumulated benefit obligation not recorded in prior years as a
charge of $32.1 million ($20.1 million, net of tax, or $.13 per share) against
1992's first quarter earnings. The Company also adopted FAS 109, "Accounting
for Income Taxes," and modified inventory accounting practices in the first
quarter of 1992 to better match production costs with revenues. These
accounting changes had a onetime favorable impact on 1992's net earnings of
$17.3 million ($.11 per share), shown as a separate after-tax line item on the
consolidated statement of earnings. There was no impact on cash flow from the
accounting changes made in 1992.
Cost of sales as a percent of net sales was 65.6%, 66.5%, and 66.1% in 1993,
1992, and 1991, respectively. The improvement in 1993 compared to 1992 was
primarily attributable to favorable manufacturing cost trends, including a more
efficient loading of factories and a reduction in the LIFO reserve. The small
percentage increase in 1992 compared to 1991 resulted from increased shipping
and warehouse costs and the change in our LIFO reserve in 1992 compared with
the change in 1991. There were economies in each period from increased sales
volumes, better factory utilization, continued emphasis on cost containment,
and productivity improvement programs. Resin prices, which were slightly lower
on average in 1993 compared with 1992, remained stable throughout 1993. We do
not anticipate significant upward movement in resin prices for the near-term
other than within general inflation trends.
Selling, general, and administrative expenses as a percentage of net sales were
16.8%, 17.2%, and 18.5% in 1993, 1992, and 1991, respectively. These costs as a
percent of net sales were lower in 1993, primarily as a result of productivity
improvements, which allowed us to leverage our expense level, offset partially
by an increase in advertising and promotion expense.
Miscellaneous, net includes items such as income from minority interests in
joint ventures, royalty income, foreign exchange gains and losses, amortization
of intangible assets, and gains and losses on the disposal of property, plant,
and equipment. The increase in the 1993 net expense compared with 1992 is
primarily attributable to lower earnings from our minority ownership in Curver
Rubbermaid Group and an increase in the loss on disposal of equipment.
The effective income tax rate as a percentage of earnings before income taxes
and cumulative effect of changes in accounting principles for 1993, 1992, and
1991 was 38.2%, 37.4%, and 38.1%, respectively. The increase in the effective
rate in 1993 compared with 1992 is due to the impact of the Omnibus Budget
Reconciliation Act which increased the corporate federal income tax rate on
domestic income from 34% to 35%. Without this increase, the effective tax rate
in 1993 would have been 37.5%. The effective tax rate decreased in 1992
compared with 1991 primarily due to lower foreign taxes.
34
<PAGE> 11
CAPITAL RESOURCES AND LIQUIDITY
The Company continues to be in a very strong financial position. Growth has
been financed through a combination of cash provided from operations and new
equity issues, and to a lesser extent through long-term debt financing. Cash
provided from operating activities is the primary source of liquidity and
amounted to $287 million in 1993, $177 million in 1992, and $249 million in
1991.
The Company has relationships with commercial banks that have informally
committed to provide approximately $100 million to finance fluctuations in
working capital and, if necessary, to provide other funds for operations until
term financing is secured. Long-term financing is negotiated as necessary to
meet growth requirements. Newly issued equity may be used in the future to
finance acquisitions. Internally generated funds have principally been used to
finance capital expenditures, provide working capital, acquire businesses, and
pay dividends which have increased each year for the past 39 years.
It is the Company's objective to pay approximately 30% of current year's
earnings as dividends and to retain sufficient capital to provide for future
investment opportunities in order to grow sales and earnings at the Company's
objective annual rate of 15%.
In 1993, the Company invested $141.7 million in property, plant, and equipment
to expand capacity, improve productivity, and tool new products. Investments
continue to be made in new, efficient equipment throughout the Company to
continue productivity improvements and cost reduction programs. Tooling was
purchased for a wide variety of new products and for additional capacity for
existing products. Warehouse space was also added to increase our service
levels to our customers. For 1994, another record investment has been budgeted,
to be funded from operations, including the Company's recently announced plans
to invest more than $10 million to build a European production facility
primarily for Little Tikes' plastic toy products at Differdange, Luxembourg.
Also to be constructed on the Differdange site is a new European distribution
facility for the Company's Little Tikes, Office Products, and Commercial
Products businesses.
Working capital, excluding cash and cash equivalents, and marketable
securities, increased $22.5 million in 1993. The net change reflects the timing
of income tax payments as well as increases in payables and other accrued
liabilities, offset by increases in receivables and inventories.
In February 1992, CIPSA, the leading plastic and rubber housewares company in
Mexico, was acquired to accelerate the Company's position in the growing
Mexican consumer market. In December 1992, the Iron Mountain Forge Corporation,
a leader in the commercial playground equipment market, was acquired.
In December 1992, Rubbermaid and Sommer-Allibert Inc., of France, dissolved
their original U.S. joint venture and formed a strategic alliance. Rubbermaid
now concentrates on the mass market for resin casual furniture and
Sommer-Allibert Inc. on the specialty/contract markets.
In January 1994, the Company announced its intention to form a joint venture
with Richell Corporation, one of Japan's leading housewares manufacturers,
which will sell, market, and develop housewares, leisure, and specialty
products for the Japanese market. Subject to reaching a definitive agreement,
the joint venture will become operational in April 1994. At that time the
Company will hold a 40% equity interest and will have the opportunity to
increase its holding to a majority position by the end of 1994.
ENVIRONMENTAL PROGRAM
The Company is subject to various laws and governmental regulations concerning
environmental matters and employee safety and health in the United States and
other countries. The Occupational Safety and Health Administration, The United
States Environmental Protection Agency, and other federal agencies have
authority to promulgate regulations that have an impact on the Company's
operations. Many state and local governments also have adopted environmental
and employee safety and health laws and regulations. State and federal
authorities may seek fines and penalties for violation of these laws and
regulations. As part of its continuing environmental program, the Company has
been able to comply with regulations and requirements of state and federal
agencies without any materially adverse effect on its business.
The Company is committed to a long-term environmental protection program which
is managed by the Company's environmental council. The council meets regularly
and assesses the impact of environmental laws and regulations on the Company's
operations. In addition, the Company uses outside firms to perform regular
environmental audits of its facilities that have, to date, revealed no
significant environmental problems.
35
<PAGE> 12
<TABLE>
CONSOLIDATED FINANCIAL SUMMARY
<CAPTION>
(Dollars in thousands except per share amounts)
<S> <C> <C> <C> <C>
Years Ended December 31 1993 1992 1991 1990
- ------------------------------------------------------------------------------------------------------------------------------
OPERATING RESULTS
Net sales $1,960,207 $1,805,332 $1,667,305 $1,534,013
Cost of sales 1,285,949 1,200,651 1,102,685 1,014,526
Realignment costs - 27,500 - -
Other operating expenses 328,741 310,410 307,780 286,647
Net earnings $ 211,413 $184,207/164,095* $ 162,650 $ 143,520
==============================================================================================================================
Per Common Share $ 1.32 $1.15/1.02* $ 1.02 $ .90
- ------------------------------------------------------------------------------------------------------------------------------
Percent to sales 10.8% 10.2%/9.1%* 9.8% 9.4%
- ------------------------------------------------------------------------------------------------------------------------------
Return on average shareholders' equity 20.0% 19.5%/17.5%* 19.7% 20.2%
FINANCIAL POSITION
Current assets $ 829,744 $ 699,650 $ 663,999 $ 602,697
Property, plant, and equipment, net 572,136 517,096 461,375 405,520
Intangible and other assets, net 111,244 109,823 119,157 106,033
- ------------------------------------------------------------------------------------------------------------------------------
Total assets $1,513,124 $1,326,569 $1,244,531 $1,114,250
==============================================================================================================================
Current liabilities $ 259,314 $ 223,246 $ 245,500 $ 235,300
Deferred taxes and other deferred liabilities 103,914 95,395 85,479 71,555
Long-term debt 19,414 20,279 27,812 39,191
Shareholders' equity 1,130,482 987,649 885,740 768,204
- ------------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $1,513,124 $1,326,569 $1,244,531 $1,114,250
==============================================================================================================================
Long-term debt as a percent of capitalization 2% 3% 4% 5%
- ------------------------------------------------------------------------------------------------------------------------------
Working capital $ 570,430 $ 476,404 $ 418,499 $ 367,397
- ------------------------------------------------------------------------------------------------------------------------------
Current ratio 3.20 3.13 2.70 2.56
OTHER DATA
Average Common Shares outstanding (000) 160,318 160,207 160,126 159,688
- ------------------------------------------------------------------------------------------------------------------------------
Cash dividends paid $ 64,938 $ 56,477 $ 49,643 $ 42,621
- ------------------------------------------------------------------------------------------------------------------------------
Cash dividends paid per Common Share $ .405 $ .3525 $ .31 $ .27
- ------------------------------------------------------------------------------------------------------------------------------
Shareholders' equity per Common Share $ 7.05 $ 6.16 $ 5.53 $ 4.80
- ------------------------------------------------------------------------------------------------------------------------------
Stock price range--NYSE $ 37--28 $ 37--27 $ 38--19 $ 23--16
- ------------------------------------------------------------------------------------------------------------------------------
Additions to property, plant, and equipment $ 141,697 $ 134,528 $ 122,513 $ 103,720
- ------------------------------------------------------------------------------------------------------------------------------
Depreciation expense $ 80,860 $ 69,919 $ 62,650 $ 55,346
- ------------------------------------------------------------------------------------------------------------------------------
Number of shareholders--year end 22,508 20,255 15,429 13,305
- ------------------------------------------------------------------------------------------------------------------------------
Average number of associates 11,978 11,296 9,754 9,304
- ------------------------------------------------------------------------------------------------------------------------------
<FN>
* Results before/after the cumulative effect of changing the method of accounting for postretirement benefits other than pensions
(see note 2 to consolidated financial statements).
</TABLE>
36
<PAGE> 13
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1989 1988 1987 1986 1985 1984 1983
- ---------------------------------------------------------------------------------------------------------------
$1,452,365 $1,291,584 $1,096,055 $864,721 $747,858 $676,660 $555,789
967,563 886,850 727,927 554,421 488,169 458,803 366,425
- - - - - - -
268,148 221,497 199,145 166,954 140,203 118,915 103,608
$ 124,984 $ 106,858 $ 90,723 $ 75,004 $ 62,288 $ 54,129 $ 44,825
===============================================================================================================
$ .78 $ .67 $ .57 $ .47 $ .40 $ .34 $ .29
- ---------------------------------------------------------------------------------------------------------------
8.6% 8.3% 8.3% 8.7% 8.3% 8.0% 8.1%
- ---------------------------------------------------------------------------------------------------------------
20.6% 20.6% 20.8% 20.5% 20.0% 20.4% 20.1%
$ 567,307 $ 452,639 $ 418,563 $332,655 $309,336 $270,989 $232,226
379,107 347,677 310,017 248,224 210,929 171,836 138,078
38,591 42,389 45,748 45,780 13,041 9,826 8,151
- ---------------------------------------------------------------------------------------------------------------
$ 985,005 $ 842,705 $ 774,328 $626,659 $533,306 $452,651 $378,455
===============================================================================================================
$ 215,121 $ 197,431 $ 209,771 $156,456 $133,116 $114,970 $ 87,061
67,114 47,471 47,585 40,013 28,713 23,172 19,317
50,294 39,023 40,042 35,668 34,071 27,559 28,589
652,476 558,780 476,930 394,522 337,406 286,950 243,488
- ---------------------------------------------------------------------------------------------------------------
$ 985,005 $ 842,705 $ 774,328 $626,659 $533,306 $452,651 $378,455
===============================================================================================================
8% 7% 8% 9% 10% 9% 11%
- ---------------------------------------------------------------------------------------------------------------
$ 352,186 $ 255,208 $ 208,792 $176,199 $176,220 $156,019 $145,165
- ---------------------------------------------------------------------------------------------------------------
2.64 2.29 2.00 2.13 2.32 2.36 2.67
159,250 158,928 158,468 158,064 157,588 157,240 153,934
- ---------------------------------------------------------------------------------------------------------------
$ 35,975 $ 29,520 $ 24,581 $ 19,771 $ 15,907 $ 13,224 $ 11,277
- ---------------------------------------------------------------------------------------------------------------
$ .23 $ .19 $ .16 $ .13 $ .113 $ .098 $ .088
- ---------------------------------------------------------------------------------------------------------------
$ 4.10 $ 3.52 $ 3.01 $ 2.50 $ 2.15 $ 1.83 $ 1.57
- ---------------------------------------------------------------------------------------------------------------
$ 19--13 $ 14--11 $ 18--10 $ 14--8 $ 9--5 $ 6--4 $ 6--4
- ---------------------------------------------------------------------------------------------------------------
$ 89,787 $ 87,333 $ 104,429 $ 71,587 $ 71,665 $ 55,615 $ 29,275
- ---------------------------------------------------------------------------------------------------------------
$ 57,341 $ 46,134 $ 44,155 $ 34,135 $ 31,607 $ 23,473 $ 20,054
- ---------------------------------------------------------------------------------------------------------------
11,225 10,482 10,104 8,379 6,332 5,722 5,168
- ---------------------------------------------------------------------------------------------------------------
9,098 8,643 7,512 6,509 5,934 5,374 4,815
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
37
<PAGE> 1
EXHIBIT 21
----------
SUBSIDIARIES OF THE REGISTRANT*
-------------------------------
<TABLE>
<CAPTION>
STATE OR
JURISDICTION OF PERCENT OF
NAME** INCORPORATION OWNERSHIP
---- ------------- ---------
<S> <C> <C>
Rubbermaid Commercial Products Inc. Delaware 100%
The Little Tikes Company Ohio 100%
Rubbermaid Canada Inc. Ontario, Canada 100%
Rubbermaid Office Products Inc. Delaware 100%
Rubbermaid Specialty Products Inc. Delaware 100%
<FN>
* All of the listed subsidiaries are included in the Registrant's
consolidated financial statements.
** All subsidiaries conduct their businesses under the names shown.
</TABLE>
<PAGE> 1
EXHIBIT 21
----------
SUBSIDIARIES OF THE REGISTRANT*
-------------------------------
<TABLE>
<CAPTION>
STATE OR
JURISDICTION OF PERCENT OF
NAME** INCORPORATION OWNERSHIP
---- ------------- ---------
<S> <C> <C>
Rubbermaid Commercial Products Inc. Delaware 100%
The Little Tikes Company Ohio 100%
Rubbermaid Canada Inc. Ontario, Canada 100%
Rubbermaid Office Products Inc. Delaware 100%
Rubbermaid Specialty Products Inc. Delaware 100%
<FN>
* All of the listed subsidiaries are included in the Registrant's
consolidated financial statements.
** All subsidiaries conduct their businesses under the names shown.
</TABLE>
<PAGE> 1
Exhibit 23
----------
The Board of Directors
Rubbermaid Incorporated:
We consent to incorporation by reference in the registration statement (File
No. 33-63420) on Form S-8 of Rubbermaid Incorporated of our report dated
February 1, 1994, relating to the consolidated balance sheets of Rubbermaid
Incorporated and subsidiaries as of December 31, 1993 and 1992, and the related
consolidated statements of earnings, cash flows, and shareholders equity for
each of the years in the three-year period ended December 31, 1993, which
report appears in the December 31, 1993 annual report on Form 10-K of
Rubbermaid Incorporated.
/s/ KPMG Peat Marwick
Cleveland, Ohio
March 28, 1994
<PAGE> 1
EXHIBIT 24
-----------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, That each of the undersigned Directors of
Rubbermaid Incorporated (the "Registrant"), a corporation organized and
existing under the laws of the State of Ohio, hereby constitute and appoint
Wolfgang R. Schmitt, George C. Weigand and James A Morgan, and each of them, a
true and lawful attorney-in-fact in their name, place and stead with full power
of substitution, to sign, in their name as a Director of the Registrant, the
Registrant's Form 10-K Report for the fiscal year ended December 31, 1993,
which will be filed with the Securities and Exchange Commission, Washington,
D.C., and any and all amendments thereto.
<TABLE>
<S> <C>
/s/ Tom H. Barrett /s/ Robert M. Gerrity
- ------------------ ---------------------
Tom H. Barrett, Director Robert M. Gerrity, Director
Date: March 4, 1994 Date: March 4, 1994
------------- -------------
/s/ Charles A. Carroll /s/ Karen N. Horn
- ---------------------- -----------------
Charles A. Carroll, Director Karen N. Horn, Director
Date: March 4, 1994 Date: March 4, 1994
------------- -------------
/s/ Zoe Coulson /s/ William D. Marohn
- --------------- ---------------------
Zoe Coulson, Director William D. Marohn, Director
Date: March 4, 1994 Date: March 4, 1994
------------- -------------
/s/ Robert O. Ebert /s/ Steven A. Minter
- ------------------- --------------------
Robert O. Ebert, Director Steven A. Minter, Director
Date: March 4, 1994 Date: March 4, 1994
------------- -------------
/s/ Stanley C. Gault /s/ Jan Nicholson
- -------------------- -----------------
Stanley C. Gault, Director Jan Nicholson, Director
Date: March 4, 1994 Date: March 4, 1994
------------- -------------
</TABLE>
/s/ Paul G. Schloemer
------------------------
Paul G. Schloemer, Director
Date: March 4, 1994
-------------
