<PAGE> 1
As filed with the Securities and Exchange Commission on
August 14, 1995.
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
(formerly known as The Rubbermaid Incorporated Employees' Profit Sharing
Retirement Plan)
AND
THE RUBBERMAID INCORPORATED COLLECTIVELY BARGAINED
ASSOCIATES' PROFIT SHARING RETIREMENT PLAN
(Full title of the plans)
__________________________
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)
__________________________
<PAGE> 2
Approximate date of offering hereunder: As soon as practicable after the
effective date of this Registration Statement.
________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
______________________________________________________________________
Title of Amount of
Securities to be Amount to be Registration
Registered Registered Fee (3)
______________________________________________________________________
<S> <C> <C>
Common Shares, 100 shs. (2) $100
with a par value
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 plans 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) In accordance with General Instruction E of Form S-8, the contents of
the following Registration Statements on Form S-8 are hereby incorporated by
reference herein: Registration No. 33-57091; Registration No. 33-57093; and
Registration No. 33-57097 (the "Old Registration Statements"). In addition to
the aggregate number of Common Shares registered pursuant to this Registration
Statement, this Registration Statement includes those securities previously
registered and not yet sold pursuant to the Old Registration Statements. The
Old Registration Statements registered a total of 750,000 shares. This filing
takes into account: (1) the merger of the Rubbermaid Profit Sharing Plan and
the Rubbermaid Commercial Products Inc. Associates' Profit Sharing Retirement
Plan into the Rubbermaid Incorporated Associates' Profit Sharing Retirement
Plan; and (2) the coincident spin-off of the Rubbermaid Incorporated
Collectively Bargained Associates' Profit Sharing Retirement Plan from the
Rubbermaid Incorporated Associates' Profit Sharing Retirement Plan.
2
<PAGE> 3
(3) The registration fee is based on the minimum fee permitted pursuant to
Section 6(b) of the Securities Act of 1933, as amended.
</TABLE>
3
<PAGE> 4
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 14th day of
August, 1995.
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 14th day of
August, 1995 by the following persons in the capacities indicated.
Signature and Title
-------------------
/s/ Wolfgang R. Schmitt
-----------------------------------------
Wolfgang R. Schmitt, 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;
Director; Robert O. Ebert, Director; Stanley C. Gault, Director;
Director; Karen N. Horn, Director; William D. Marohn, Director; Steven
A. Minter, Director; Jan Nicholson, Director; Paul G. Schloemer, Director.
By: James A. Morgan
/s/ James A. Morgan
-------------------------------------
Attorney-in-fact
4
<PAGE> 5
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 August 14th, 1995.
RUBBERMAID INCORPORATED ASSOCIATES'
PROFIT SHARING RETIREMENT PLAN
By: /s/Susan Clausen
---------------------------------
Susan Clausen
------------------------------------
Vice President and Trust Officer,
National City Bank, N.A.
RUBBERMAID INCORPORATED COLLECTIVELY
BARGAINED ASSOCIATES' PROFIT SHARING
RETIREMENT PLAN
By: /s/Susan Clausen
---------------------------------
Susan Clausen
------------------------------------
Vice President and Trust Officer,
National City Bank, N.A.
5
<PAGE> 6
<TABLE>
RUBBERMAID INCORPORATED CORPORATION
INDEX TO EXHIBITS
<CAPTION>
Exhibit Description Page No. Sequential
------- ----------- --------
<S> <C>
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of James A. Morgan, Senior
Vice President, General Counsel and
Secretary of Rubbermaid Incorporated.
24 Powers of Attorney pursuant to which certain
Directors have signed this Form S-8
Registration Statement.
</TABLE>
6
<PAGE> 1
Exhibit 23(a)
The Board of Directors
Rubbermaid Incorporated:
We consent to the incorporation by reference into this Registration Statement
and the related prospectuses for the plans covered by this registration
statement, our reports dated January 31, 1995, on the consolidated financial
statements and schedules of Rubbermaid Incorporated and subsidiaries as of
December 31, 1994 and 1993, and for each of the years in the three-year period
then ended included in Rubbermaid's Annual Report on form 10-K for 1994;
and our reports dated August 19, 1994, on the financial statements
and supplemental schedules of the Rubbermaid Commercial Products, Inc.
Employees' Profit Sharing Retirement Plan, the Rubbermaid Profit Sharing Plan
and the Rubbermaid Incorporated Employees' Profit Sharing Retirement Plan as
of December 31, 1993 and 1992, and for the years then ended.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Cleveland, Ohio
August 14, 1995
7
<PAGE> 1
Exhibit 23(b)
[RUBBERMAID CORPORATION LOGO]
Rubbermaid Incorporated
--------------------------------------------------------------------------------
1147 Akron Road
Wooster, OH 44691-6000
216/264-6464
August 14,1995
Rubbermaid Incorporated
1147 Akron Road
Wooster, OH 44691
Ladies and Gentlemen:
The undersigned General Counsel for Rubbermaid Incorporated, an Ohio
corporation ("Rubbermaid"), hereby consents to the inclusion of an Opinion
incorporated herein by reference, rendered in connection with the previously
filed Registration Statements (Form S-8), Registration Nos. 33-57091, 33-57093
and 33-57097.
I hereby consent to the filing of this consent as Exhibit 23(b) 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
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 Associates' Profit Sharing Retirement Plan and The Rubbermaid
Incorporated Collectively Bargained 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.
<TABLE>
<S> <C>
/s/ Tom H. Barret /s/ Karen N. Horn
----------------------------- -----------------------------
Tom H. Barrett, Director Karen N. Horn, Director
Date: June 27, 1995 Date: June 27, 1995
/s/ Charles A. Carroll /s/ William D. Marohn
----------------------------- -----------------------------
Charles A. Carroll, Director William D. Marohn, Director
Date: June 27, 1995 Date: June 27, 1995
/s/ Robert O. Ebert /s/ Steven A. Minter
----------------------------- -----------------------------
Robert O. Ebert, Director Steven A. Minter, Director
Date: June 27, 1995 Date: June 27, 1995
/s/ Stanley C. Gault /s/ Jan Nicholson
----------------------------- -----------------------------
Stanley C. Gault, Director Jan Nicholson, Director
Date: June 27, 1995 Date: June 27, 1995
/s/ Paul G. Schloemer
----------------------------- -----------------------------
Robert M. Gerrity, Director Paul G. Schloemer, Director
Date: Date: June 27, 1995
</TABLE>
