<PAGE> 1
As filed with the Securities and Exchange Commission on
December 28, 1994.
Registration Statement No. 33-
-----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
__________________________
RUBBERMAID INCORPORATED
(Exact name of registrant as specified in its charter)
OHIO
(State or other jurisdiction of incorporation or organization)
34-0628700
(I.R.S. employer identification no.)
1147 AKRON ROAD, WOOSTER, OHIO 44691-6000
(Address of principal executive offices)
THE RUBBERMAID INCORPORATED ASSOCIATES' PROFIT SHARING RETIREMENT PLAN
(Full title of the plan)
________________________
James A. Morgan,
Senior Vice President, General Counsel and Secretary
Rubbermaid Incorporated
1147 Akron Road
Wooster, Ohio 44691-6000
(216) 264-6464
(Name, address, and telephone number, including area code, of
agent for service)
________________________
Approximate date of offering hereunder: As soon as practicable after the
effective date of this Registration Statement.
________________________
<PAGE> 2
<TABLE>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered Registered Per Share Price Registration Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
with a par value 250,000 shs. (2) $28.50 (3) $7,125,000 $2,456.90
of $1.00 per
share (1)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
The Common Shares registered hereby include associated rights (the "Rights") to purchase Common Shares. Until
the occurrence of certain prescribed events, none of which has occurred, the Rights are not exercisable, are
evidenced by the certificates representing the Common Shares, and will be transferred along with and only with
the Common Shares.
(2) Maximum number of shares available for purchase under the Plan.
(3) The proposed maximum offering price per share and in the aggregate have been estimated solely for the purpose of
computing the registration fee pursuant to Rule 457(h) and (c) of the Securities Act of 1933, as amended (the
"1933 Act"). The registration fee is based on the average of the high and low prices reported for Rubbermaid
Incorporated's Common Shares on the New York Stock Exchange on December 23, 1994 (such average being 28.50 per
share).
</TABLE>
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS AND CERTAIN INFORMATION BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof: (i) the registrant's Annual Report on Form 10-K for the
year ended December 31, 1993 filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"); (ii) the plan's Form 11-K
Report for the twelve-month period ended December 31, 1993 filed with the
Commission concurrently with this Form S-8 in accordance with general
instruction A.2.(ii) of Form S-8; (iii) all reports filed pursuant to Section
13(a) or 15(d) of the 1934 Act, since the end of the fiscal year covered by the
Annual Report on Form 10-K referred to in subsection (i) above; and (iv) the
description of the registrant's Common Shares set forth in the registrant's
Registration Statement on Form 8-A filed with the Commission on July 26, 1986
pursuant to Section 12(g) of the 1934 Act and the description of the Rights
contained in the Registrants' amendment to its Registration Statement on Form
8-A filed with the Commission on Form 8 pursuant to Section 12(b) of the 1934
Act, on October 26, 1989.
All documents filed by the registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the 1934 Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part of this Registration Statement from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 6 of the registrant's Amended Code of Regulations
provides as follows:
STANDARD OF CARE AND INDEMNIFICATION
The Corporation shall indemnify, to the full extent then
permitted by law, any person who was or is a party, or is threatened to be made
a party, to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, by reason of the
fact that he is or was a director,
3
<PAGE> 4
officer, employee, or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, trustee, officer, employee, or agent
of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise; provided, however, that
the Corporation shall indemnify any such agent (as opposed to any director,
officer, or employee) of the Corporation to an extent greater than that
required by law only if and to the extent that the directors may, in their
discretion, so determine. The indemnification provided hereby shall not be
deemed exclusive of any other right to which those seeking indemnification may
be entitled under any law, the Articles of Incorporation, or any agreement,
vote of shareholders, or of disinterested directors, or otherwise, both as to
action in official capacities and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, trustee, officer, employee, or agent, and shall inure to the benefit
of heirs, executors, and administrators of such a person.
The Corporation may, to the full extent then permitted by law and
authorized by the directors, purchase and maintain insurance on behalf of any
person described above against any liability asserted against and incurred by
any such person in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify such person
against such liability.
Reference is made to Section 1701.13(E) of the Ohio Revised Code
which governs the indemnification of directors, officers and employees of an
Ohio Corporation.
The Corporation also maintains insurance on behalf of each
director and certain officers against any loss arising from any claim asserted
against him in any such capacity, subject to certain exclusions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The Exhibits to the Registration Statement are listed in the
Exhibit Index on page 8 of this Registration Statement. In accordance with
Item 8(b) of Part II to Form S-8, the undersigned registrant hereby undertakes
that the Plan will be submitted to the Internal Revenue Service in a timely
manner and undertakes to make all changes required by the Internal Revenue
Service in order to maintain the Plan's qualification under Section 401 of the
Internal Revenue Code.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
4
<PAGE> 5
(i) To include any prospectus required by
Section 10(a)(3) of the 1933 Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the 1934 Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the 1933 Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the 1933 Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the 1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated
by reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) The undersigned registrant hereby undertakes
to deliver or cause to be delivered with the prospectus, to each person to whom
the prospectus is sent or given, the latest annual report to security holders
that is incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
5
<PAGE> 6
(d) Insofar as indemnification for liabilities
arising under the 1933 Act may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim or indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense of any
action, suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of
such issue.
6
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Wooster, and State of Ohio, on the 22nd day of
December, 1994.
RUBBERMAID INCORPORATED
/s/ James A. Morgan
-----------------------------------
James A. Morgan, Senior Vice
President, General Counsel and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below on this 22nd day of
December, 1994 by the following persons in the capacities indicated.
Signature and Title
-------------------
/s/ Wolfgang R. Schmitt
- -------------------------------------------
Wolfgang R. Schmitt, President, Chief
Executive Officer, Chairman of the
Board of Directors
/s/ George C. Weigand
- -------------------------------------------
George C. Weigand, Senior Vice President,
Chief Financial Officer
/s/ John L. Theler
- -------------------------------------------
John L. Theler, Vice President,
Corporate Controller
Tom H. Barrett, Director; Charles A. Carroll, Director; Zoe Coulson, Director;
Robert O. Ebert, Director; Stanley C. Gault, Director; Robert M. Gerrity,
Director; Karen N. Horn, Director; William D. Marohn, Director; Steven A.
Minter, Director; Paul G. Schloemer, Director.
By: James A. Morgan
/s/ James A. Morgan
---------------------------------------
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, the
trustee has duly caused this Registration Statement on Form S-8 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Wooster, State of Ohio, on December 22, 1994.
RUBBERMAID INCORPORATED ASSOCIATES'
PROFIT SHARING RETIREMENT PLAN
By: /s/ Susan M. Clausen
---------------------------------
Susan M. Clausen
------------------------------------
Vice President and Trust Officer,
National City Bank, N.A.
7
<PAGE> 8
<TABLE>
RUBBERMAID INCORPORATED CORPORATION
INDEX TO EXHIBITS
<CAPTION>
Exhibit Description Page No. Sequential
- ------- ----------- --------
<S> <C>
3a, 4a Amended Articles of Incorporation N/A
of the Registrant, filed as
Exhibit 3a, 4a to the Registrant's
Annual Report on Form 10-K (File No. 1-4188)
for the year ended December 31, 1993,
and incorporated herein by reference.
3b, 4b Amended Code of Regulations of the N/A
Registrant filed as Exhibit 3b, 4b to
the Registrant's Annual Report on
Form 10-K for the year ended
December 31, 1993 and incorporated
herein by reference.
5(a) Opinion of James A. Morgan, Senior
Vice President, General Counsel and
Secretary of Rubbermaid Incorporated,
as to the legality of the Common Shares
being registered.
15 Letter re unaudited financial statements.
23(a) Consent of KPMG Peat Marwick, LLP.
23(b) Consent of James A. Morgan, Senior N/A
Vice President, General Counsel and
Secretary of Rubbermaid Incorporated,
(set forth in their opinion referenced
as Exhibit 5(a)).
24 Powers of Attorney pursuant to which certain
Directors have signed this Form S-8
Registration Statement.
</TABLE>
8
<PAGE> 1
Exhibit 5(a)
[Rubbermaid Logo]
RUBBERMAID INCORPORATED - WOOSTER, OHIO 44691-6000 U.S.A.
1147 AKRON ROAD - P.O. BOX 6000 - TEL. 216/284-8484
December 22, 1994
Rubbermaid Incorporated
1147 Akron Road
Wooster, Ohio 44691
Gentlemen:
As General Counsel for Rubbermaid Incorporated, an Ohio corporation
("Rubbermaid"), I am familiar with the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Rubbermaid with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, with respect to 250,000 of Rubbermaid's Common Shares, par value $1.00
per share (the "Shares"), to be issued in connection with the Rubbermaid
Associates' Profit Sharing Retirement Plan (the "Plan").
In connection with the foregoing, I have examined the following:
1. The Amended Articles of Incorporation and the Regulations of
Rubbermaid, both as amended to date; and,
2. The records relating to the organization of Rubbermaid and such
other records of corporate proceedings and such other documents as I deemed
necessary to examine as a basis for the opinions hereinafter expressed; and,
3. The Registration Statement (including Exhibits thereto) to be filed
with the Securities and Exchange Commission; and,
4. Copies of the Plan, and the records of the proceedings of the Board
of Directors of Rubbermaid relating to the adoption and approval thereof.
Based upon such examination, I am of the opinion that:
A. Rubbermaid is a corporation duly organized and validly existing
under the laws of the State of Ohio.
B. The Shares have been duly authorized and, when issued and delivered
pursuant to the Plan and in the manner contemplated by the Registration
Statement, will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this Opinion as Exhibit 5(a) to the
Registration Statement and to the use of my name therein.
Very truly yours,
/s/ James A. Morgan
James A. Morgan
Senior Vice President,
General Counsel and Secretary
<PAGE> 1
Exhibit 15
KPMG Peat Marwick LLP
1500 National City Center
1900 East Ninth Street
Cleveland, OH 44114-3495
Rubbermaid Incorporated
1147 Akron Road
Wooster, Ohio 44691-6000
Ladies and Gentlemen:
Re: Registration Statement on Form S-8
With respect to the subject registration statement and prospectus, we
acknowledge our awareness of the use therein of our reports dated April 12,
1994, July 13, 1994, and October 12, 1994 related to our review of interim
financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not
considered a part of a registration statement prepared or certified by an
accountant or reports prepared or certified by an accountant within the meaning
of sections 7 and 11 of the Act.
Very truly yours,
/s/ KPMG Peat Marwick LLP
Cleveland, Ohio
December 27, 1994
<PAGE> 1
Exhibit 23(a)
KPMG Peat Marwick LLP
1500 National City Center
1900 East Ninth Street
Cleveland, OH 44114-3495
The Board of Directors
Rubbermaid Incorporated:
We consent to the use of our reports dated February 1, 1994, on the
consolidated financial statements and schedules of Rubbermaid Incorporated and
subsidiaries as of December 31, 1993 and 1992, and for each of the years in the
three-year period then ended, and to the use of our report dated December 16,
1994, on the financial statements and supplemental schedules of Rubbermaid
Incorporated Associates' Profit Sharing Plan as of December 31, 1993 and 1992,
and for the years then ended, incorporated herein by reference.
Our report on the consolidated financial statements refers to a change in
inventory accounting practices and the adoption of the provisions of the
Financial Accounting Standards Board's Statements of Financial Accounting
Standards Nos. 109 and 106, Accounting for Income Taxes and Employers
Accounting for Postretirement Benefits Other Than Pensions, respectively, in
1992.
/s/ KPMG Peat Marwick LLP
Cleveland, Ohio
December 27, 1994
<PAGE> 1
Exhibit 24
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, a director of Rubbermaid Incorporated, an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, Registration Statements on Form S-8 to effect the
registration of securities pursuant to and in connection with The Rubbermaid
Incorporated Profit Sharing Plan, The Rubbermaid Incorporated Associates'
Profit Sharing Retirement Plan and The Rubbermaid Commercial Products Inc.
Associates' Profit Sharing Retirement Plan, hereby constitutes and appoints
James A. Morgan, Martin J. Degnan and George C. Weigand, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution for and in the name, place and stead of the undersigned, to sign
and file the proposed registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registrations with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of December 15, 1994.
/s/ Tom H. Barrett
------------------------------
Tom H. Barrett, Director
<PAGE> 2
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, a director of Rubbermaid Incorporated, an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, Registration Statements on Form S-8 to effect the
registration of securities pursuant to and in connection with The Rubbermaid
Incorporated Profit Sharing Plan, The Rubbermaid Incorporated Associates'
Profit Sharing Retirement Plan and The Rubbermaid Commercial Products Inc.
Associates' Profit Sharing Retirement Plan, hereby constitutes and appoints
James A. Morgan, Martin J. Degnan and George C. Weigand, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution for and in the name, place and stead of the undersigned, to sign
and file the proposed registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registrations with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of December 15, 1994.
/s/ Paul G. Schloemer
-------------------------------
Paul G. Schloemer, Director
<PAGE> 3
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, a director of Rubbermaid Incorporated, an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, Registration Statements on Form S-8 to effect the
registration of securities pursuant to and in connection with The Rubbermaid
Incorporated Profit Sharing Plan, The Rubbermaid Incorporated Associates'
Profit Sharing Retirement Plan and The Rubbermaid Commercial Products Inc.
Associates' Profit Sharing Retirement Plan, hereby constitutes and appoints
James A. Morgan, Martin J. Degnan and George C. Weigand, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution for and in the name, place and stead of the undersigned, to sign
and file the proposed registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registrations with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of December 13, 1994.
/s/ Robert M. Gerrity
-------------------------------
Robert M. Gerrity, Director
<PAGE> 4
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, a director of Rubbermaid Incorporated, an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, Registration Statements on Form S-8 to effect the
registration of securities pursuant to and in connection with The Rubbermaid
Incorporated Profit Sharing Plan, The Rubbermaid Incorporated Associates'
Profit Sharing Retirement Plan and The Rubbermaid Commercial Products Inc.
Associates' Profit Sharing Retirement Plan, hereby constitutes and appoints
James A. Morgan, Martin J. Degnan and George C. Weigand, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution for and in the name, place and stead of the undersigned, to sign
and file the proposed registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registrations with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of December 14, 1994.
/s/ Stanley C. Gault
------------------------------
Stanley C. Gault, Director
<PAGE> 5
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, a director of Rubbermaid Incorporated, an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, Registration Statements on Form S-8 to effect the
registration of securities pursuant to and in connection with The Rubbermaid
Incorporated Profit Sharing Plan, The Rubbermaid Incorporated Associates'
Profit Sharing Retirement Plan and The Rubbermaid Commercial Products Inc.
Associates' Profit Sharing Retirement Plan, hereby constitutes and appoints
James A. Morgan, Martin J. Degnan and George C. Weigand, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution for and in the name, place and stead of the undersigned, to sign
and file the proposed registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registrations with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of December 12, 1994.
/s/ Steven A. Minter
------------------------------
Steven A. Minter, Director
<PAGE> 6
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, a director of Rubbermaid Incorporated, an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, Registration Statements on Form S-8 to effect the
registration of securities pursuant to and in connection with The Rubbermaid
Incorporated Profit Sharing Plan, The Rubbermaid Incorporated Associates'
Profit Sharing Retirement Plan and The Rubbermaid Commercial Products Inc.
Associates' Profit Sharing Retirement Plan, hereby constitutes and appoints
James A. Morgan, Martin J. Degnan and George C. Weigand, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution for and in the name, place and stead of the undersigned, to sign
and file the proposed registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registrations with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of December 12, 1994.
/s/ William D. Marohn
-------------------------------
William D. Marohn, Director
<PAGE> 7
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, a director of Rubbermaid Incorporated, an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, Registration Statements on Form S-8 to effect the
registration of securities pursuant to and in connection with The Rubbermaid
Incorporated Profit Sharing Plan, The Rubbermaid Incorporated Associates'
Profit Sharing Retirement Plan and The Rubbermaid Commercial Products Inc.
Associates' Profit Sharing Retirement Plan, hereby constitutes and appoints
James A. Morgan, Martin J. Degnan and George C. Weigand, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution for and in the name, place and stead of the undersigned, to sign
and file the proposed registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registrations with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of December 12, 1994.
/s/ Robert O. Ebert
------------------------------
Robert O. Ebert, Director
<PAGE> 8
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, a director of Rubbermaid Incorporated, an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, Registration Statements on Form S-8 to effect the
registration of securities pursuant to and in connection with The Rubbermaid
Incorporated Profit Sharing Plan, The Rubbermaid Incorporated Associates'
Profit Sharing Retirement Plan and The Rubbermaid Commercial Products Inc.
Associates' Profit Sharing Retirement Plan, hereby constitutes and appoints
James A. Morgan, Martin J. Degnan and George C. Weigand, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution for and in the name, place and stead of the undersigned, to sign
and file the proposed registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registrations with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of December 13, 1994.
/s/ Charles A. Carroll
--------------------------------
Charles A. Carroll, Director
<PAGE> 9
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, a director of Rubbermaid Incorporated, an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, Registration Statements on Form S-8 to effect the
registration of securities pursuant to and in connection with The Rubbermaid
Incorporated Profit Sharing Plan, The Rubbermaid Incorporated Associates'
Profit Sharing Retirement Plan and The Rubbermaid Commercial Products Inc.
Associates' Profit Sharing Retirement Plan, hereby constitutes and appoints
James A. Morgan, Martin J. Degnan and George C. Weigand, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution for and in the name, place and stead of the undersigned, to sign
and file the proposed registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registrations with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of December 15, 1994.
/s/ Zoe Coulson
------------------------------
Zoe Coulson, Director
<PAGE> 10
RUBBERMAID INCORPORATED
POWER OF ATTORNEY
The undersigned, a director of Rubbermaid Incorporated, an Ohio
corporation, which anticipates filing with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, Registration Statements on Form S-8 to effect the
registration of securities pursuant to and in connection with The Rubbermaid
Incorporated Profit Sharing Plan, The Rubbermaid Incorporated Associates'
Profit Sharing Retirement Plan and The Rubbermaid Commercial Products Inc.
Associates' Profit Sharing Retirement Plan, hereby constitutes and appoints
James A. Morgan, Martin J. Degnan and George C. Weigand, and each of them, as
attorney for the undersigned, with full power of substitution and
resubstitution for and in the name, place and stead of the undersigned, to sign
and file the proposed registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registrations with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of December 16, 1994.
/s/ Karen N. Horn
------------------------------
Karen N. Horn, Director
