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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- -------------------------------------------------------------------------------
FORM 11-K
REPORT FOR THE TWELVE-MONTH PERIOD ENDED
DECEMBER 31, 1995
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For the twelve-month period ended December 31, 1995.
Commission file number: 1-4188
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
RUBBERMAID COMMERCIAL PRODUCTS INC.
ASSOCIATES' PROFIT SHARING RETIREMENT PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Rubbermaid Incorporated
1147 Akron Road
Wooster, Ohio 44691-6000
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
RUBBERMAID COMMERCIAL PRODUCTS INC.
ASSOCIATES' PROFIT SHARING RETIREMENT PLAN
Dated: 6/25/96 /s/ Lillian R. Connor
-------------- ----------------------------
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Exhibit 23
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
Rubbermaid Incorporated:
We consent to incorporation by reference in the registration statement (No.
33-57097) on Form S-8 of Rubbermaid Incorporated of our report dated June 14,
1996, relating to the statements of assets available for benefits of Rubbermaid
Commercial Products Inc. Associates' Profit Sharing Retirement Plan as of
December 31, 1995 and 1994, and the related statements of changes in assets
available for benefits for the years ended December 31, 1995 and 1994, which
report appears in the December 31, 1995 annual report on Form 11-K of Rubbermaid
Incorporated.
KPMG Peat Marwick LLP
Cleveland, Ohio
June 25, 1996
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RUBBERMAID COMMERCIAL PRODUCTS INC.
ASSOCIATES' PROFIT SHARING RETIREMENT PLAN
Financial Statements
December 31, 1995 and 1994
(With Independent Auditors' Report Thereon)
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RUBBERMAID COMMERCIAL PRODUCTS INC.
ASSOCIATES' PROFIT SHARING RETIREMENT PLAN
Table of Contents
-----------------
Independent Auditors' Report
Statements of Assets Available for Benefits
December 31, 1995 and 1994
Statements of Changes in Assets Available for Benefits
Years ended December 31, 1995 and 1994
Notes to Financial Statements
<PAGE> 6
INDEPENDENT AUDITORS' REPORT
----------------------------
Plan Administrator of
Rubbermaid Commercial Products Inc.
Associates' Profit Sharing Retirement Plan:
We have audited the accompanying statements of assets available for benefits of
the Rubbermaid Commercial Products Inc. Associates' Profit Sharing Retirement
Plan (Plan) as of December 31, 1995 and 1994, and the related statements of
changes in assets available for benefits for the years ended December 31, 1995
and 1994. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these 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 financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Plan as of
December 31, 1995 and 1994, and the changes in assets available for benefits for
the years ended December 31, 1995 and 1994, in conformity with generally
accepted accounting principles.
KPMG Peat Marwick LLP
Cleveland, Ohio
June 14, 1996
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RUBBERMAID COMMERCIAL PRODUCTS INC.
ASSOCIATES' PROFIT SHARING RETIREMENT PLAN
Statements of Assets Available for Benefits
December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Assets
Plan interest in the investments of the Profit Sharing
Retirement Trust for Rubbermaid Incorporated
and Related Companies (notes 1 and 3) $ -- 57,921,039
Employer contribution receivable -- 2,808,805
---------- ----------
Assets available for benefits $ -- 60,729,844
========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 8
RUBBERMAID COMMERCIAL PRODUCTS INC.
ASSOCIATES' PROFIT SHARING RETIREMENT PLAN
Statements of Changes in Assets Available for Benefits
Years ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Additions
Plan interest in investment income from the
Profit Sharing Retirement Trust for Rubbermaid
Incorporated and Related Companies (notes 1 and 3) $ 1,446,048 3,658,934
Employer contributions -- 2,963,554
Participant contributions 122,861 --
Total contributions 122,861 2,963,554
------------ -----------
Total additions 1,568,909 6,622,488
Deductions
Benefits paid to participants (702,365) (1,512,380)
------------ -----------
Net increase prior to plan transfers 866,544 5,110,108
Net transfers to other Rubbermaid Incorporated plans
(note 1[d]) (61,596,388) (6,190,843)
------------ -----------
Net decrease (60,729,844) (1,080,735)
Assets available for benefits
Beginning of year 60,729,844 61,810,579
------------ -----------
End of year $ -- 60,729,844
============ ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 9
RUBBERMAID COMMERCIAL PRODUCTS INC.
ASSOCIATES' PROFIT SHARING RETIREMENT PLAN
Notes to Financial Statements
December 31, 1995
(1) Description of the Plan
-----------------------
The following brief description of the Rubbermaid Commercial Products
Inc. Associates' Profit Sharing Retirement Plan (Plan) is provided for
general information purposes only. Participants should refer to the Plan
agreement for a more complete information.
(a) General
-------
The Plan is a defined contribution plan covering associates of
Rubbermaid Commercial Products Inc. (Company) at Winchester,
Virginia. Participation in the Plan begins on the January 1
coincident with or following an associate's date of hire. The Plan
is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
(b) Contributions
-------------
Prior to January 1, 1995, the Company contributed to the Plan the
lesser of 25 percent of the Company's net profit as defined in the
Plan document, or 15 percent of the aggregate eligible
compensation of the participants. Participants receive 25 percent
of their share of the Company's contribution in cash unless an
election is made to deposit such amounts into their Plan account.
Voluntary contributions by participants to the Plan were suspended
effective January 1, 1987.
For Plan years beginning on or after January 1, 1995, the Company
contributes to the Plan a minimum of 3 percent of the aggregate
eligible compensation of the participants, plus an additional
amount (not to exceed 4.7 percent) of the aggregate eligible
compensation of the participants, which varies with the level of
Return on Net Assets which is achieved for the Plan year. Also,
effective January 1, 1995, a 401(k) salary deferral feature was
added to the Plan allowing participants to make pretax deferrals
(to a maximum of 10 percent) of base salary or wages, and bonus
compensation paid through the Improvement Sharing Plan.
Pursuant to an amendment adopted during 1991, the Company's
contribution for Highly Compensated participants (as defined by
the Plan document) is calculated as an amount equal to an
additional 5 percent of eligible compensation paid during the year
plus 5 percent of the participant's eligible compensation
exceeding the Social Security Wage Base for the Plan year.
(c) Participant Accounts
--------------------
Separate accounts are maintained for each participant.
Contributions are invested, as instructed by the participants, in
one or more of the available investments. Each participant's
account is credited with the participant's contribution (for
amounts contributed prior to January 1, 1987 and subsequent to
December 31, 1994) and an allocation of the Company's contribution
and Plan earnings. Allocations are based upon participant
earnings, service, and/or account balances, as defined. Prior to
the
(Continued)
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2
RUBBERMAID COMMERCIAL PRODUCTS INC.
ASSOCIATES' PROFIT SHARING RETIREMENT PLAN
Notes to Financial Statements
allocation of the salaried participants' share of the
contribution, premiums for the Company's Group Salary Continuance
Insurance Program are deducted. Forfeitures of terminated
participants' nonvested accounts reduce the employer
contribution.
(d) Transfers
---------
The Plan investments are commingled with certain other Rubbermaid
plans in a master trust. Prior to 1994, multiple participant
accounts were maintained for participants who transferred to a
Rubbermaid location covered under other Rubbermaid profit sharing
plans participating in the same master trust plan. During 1994,
the multiple accounts were combined for each participant resulting
in transfers to other Rubbermaid profit sharing plans.
(e) Vesting
-------
Participants are immediately vested in the portion of their
accounts attributable to associate voluntary contributions plus
actual earnings thereon and contributions made pursuant to the
401(k) feature. Vesting in the remainder of their accounts is
based upon years of service. A participant becomes fully vested
after completing seven years of credited service. Upon death,
disability retirement, or attainment of age 65, participants
become fully vested.
(f) Investments
-----------
All investments are participant directed and the participants may
elect to invest the employer contribution allocated to their
account in the Plan in one or more of the four investment funds
held by the Plan. Investment funds available are: (a) the Equity
Index Fund, comprised primarily of common stocks or securities
convertible into common stocks; (b) the Fixed Income Fund,
comprised primarily of government debt securities and investment
grade corporate debt securities the income or return from which is
fixed; (c) the Stable Value Fund, comprised primarily of
guaranteed principal and interest contracts with major financial
institutions and insurance companies; and (d) the Stock Fund,
comprised primarily of the common stock of Rubbermaid
Incorporated.
For investment purposes only, the investments held in the separate
funds of the Plan are commingled with those of certain other
Rubbermaid Inc. retirement plans having similar investment
programs. Collectively, such funds comprise the Profit Sharing
Retirement Trust for Rubbermaid Incorporated and Related
Companies, a bank-administered master trust fund. Allocation of
the master trust investments and income among plans is determined
on the basis of the value of the participant accounts attributed
to each plan.
(g) Payment of Benefits
-------------------
A participant is eligible to receive a distribution upon normal
retirement at age 65, late retirement, total permanent disability,
or death, either in a lump-sum cash payment
(Continued)
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3
RUBBERMAID COMMERCIAL PRODUCTS INC.
ASSOCIATES' PROFIT SHARING RETIREMENT PLAN
Notes to Financial Statements
equal to the value of his or her account, or periodic payments in
such amounts as elected by the participant (subject to rules of
the Plan). Upon resignation or discharge, the amount to be paid
shall not exceed the participant's vested interest.
(h) Participant Loans
-----------------
Effective January 1, 1995, loans of up to 50 percent of the vested
portion of the Participant's individual account may be obtained
for qualified participants. The maximum loan permissible is the
lesser of $50,000 or one-half of the participant's vested balance.
For record keeping purposes, the outstanding principal balance of
participant loans are maintained in a separate account.
(2) Significant Accounting Policies
-------------------------------
(a) Basis of Presentation
---------------------
The accompanying financial statements have been prepared on the
accrual basis of accounting.
(b) Investment Valuation and Income Recognition
-------------------------------------------
The Plan's investments are stated at fair value except for the
guaranteed principal and interest contracts included in the Stable
Value Fund which are stated at contract value plus interest
reinvested. The Company stock is valued at its quoted market
price. Purchases and sales of securities are recorded on a
trade-date basis.
(c) Administrative Expenses
-----------------------
All normal cost and expense of administering the Plan and Trust
are paid by the Plan. Any cost resulting from a participant making
a directed investment, or obtaining a loan may be borne by such
participant or charged to the participant's individual account.
(d) Payment of Benefits
-------------------
Benefits are recorded when paid.
-------------------------------
(e) Use of Estimates
----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported assets and
liabilities at the date of the financial statements and the
reported amounts of receipts and disbursements during the
reporting period. Actual results could differ from those
estimates.
(Continued)
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4
RUBBERMAID COMMERCIAL PRODUCTS INC.
ASSOCIATES' PROFIT SHARING RETIREMENT PLAN
Notes to Financial Statements
(3) Master Trust Financial Information
----------------------------------
A summary of the master trust assets and the Plan's interest in the
master trust assets as of December 31, 1995 and 1994, is as follows:
<TABLE>
<CAPTION>
1995 1994
-------------------- -------------------
Market Percentage Market Percentage
Value Interest Value Interest
----- -------- ----- --------
<S> <C> <C> <C> <C>
Equity Fund $ 60,463,367 - $ 44,440,896 7%
Fixed Income Fund 12,730,483 - 9,799,829 9
Stable Value Fund 307,186,961 - 291,504,586 18
Stock Fund 6,975,972 - 9,066,298 7
Loan Fund 9,185,087 - 4,406,468 25
------------ ------------
Total master trust assets $396,541,870 - $359,218,077 16%
============ ============
</TABLE>
The Plan has investment contracts with Primco Capital Management
(Primco). Primco maintains the contributions in a pooled account. The
account is credited with actual earnings on the underlying investments
and charged for Plan withdrawals and administration expenses charged by
Primco. The contract is included in the financial statements at contract
value, which approximates fair values. Contract value represents
contributions made under the contract, plus earnings less Plan
withdrawals and administrative expenses. The average yield and credited
interest rate was 6.77 percent and 7.39 percent as of December 31, 1995
and 1994, respectively.
A summary of master trust investment activity is as follows:
<TABLE>
<CAPTION>
Equity Fixed Income Stable Value Loan Stock
Fund Fund Fund Fund Fund Totals
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1993 $45,666,257 9,016,044 277,927,928 4,406,833 -- 337,017,062
Employer contributions 3,420,511 1,265,598 12,474,438 -- 6,832 17,167,379
Net depreciation in fair value (1,437,577) (1,181,785) -- -- (605,498) (3,224,860)
Dividends 1,243,761 353,735 -- -- 144,020 1,741,516
Interest 21,781 404,165 20,839,140 602,629 6,644 21,874,359
Benefit payments (1,562,145) (443,513) (12,261,228) (172,193) (226,568) (14,665,647)
Transfers (3,016,199) 372,562 (7,133,301) (865) 9,777,803 --
Other 104,507 13,023 (342,391) (429,936) (36,935) (691,732)
----------- ------------ ------------ ---------- ------------ ------------
Balance at December 31, 1994 44,440,896 9,799,829 291,504,586 4,406,468 9,066,298 359,218,077
Employer contributions 3,460,500 1,499,364 12,017,685 -- 65,509 17,043,058
Participant contributions 1,134,258 406,586 2,948,499 -- 66,013 4,555,356
Net appreciation (depreciation)
in fair value 16,877,310 837,182 13,850,807 -- (1,704,252) 29,861,047
Dividends 385,125 1,157,486 -- -- 147,492 1,690,103
Interest 266,228 6,387 7,155,450 448,733 6,651 7,883,449
Loan repayments 517,713 105,761 2,020,885 (2,648,772) 4,413 --
Benefit payments (3,154,863) (705,710) (19,225,676) 326,384 (450,083) (23,209,948)
Loan disbursements (1,330,363) (226,553) (5,452,864) 7,213,380 (203,600) --
Interfund 891,430 (90,191) (1,405,559) -- 604,320 --
Transfers 84,846 (6,802) 817,084 (881,750) (13,378) --
Other (3,109,713) (52,856) 2,956,064 320,644 (613,411) (499,272)
----------- ------------ ------------ ---------- ------------ ------------
Balance at December 31, 1995 $60,463,367 12,730,483 307,186,961 9,185,087 6,975,972 369,541,870
=========== ============ ============ ========== ============ ============
</TABLE>
(Continued)
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5
RUBBERMAID COMMERCIAL PRODUCTS INC.
ASSOCIATES' PROFIT SHARING RETIREMENT PLAN
Notes to Financial Statements
(4) Plan Termination
----------------
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100 percent vested in their
accounts and the Trustee shall distribute the assets in accordance with
the terms of the Plan and the trust agreement. The plan merger, as
discussed in note 6, is not considered a termination of the Plan.
(5) Tax Status
----------
The Plan submitted a request for a determination letter in December 1994.
In December 1995, the Plan received a favorable determination letter in
which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code (IRC). Subsequent to the submission, the Plan was
merged with the Rubbermaid Incorporated Associates Profit Sharing
Retirement Plan. A new application will be submitted in September 1996
with the Internal Revenue Service concerning the qualified status of the
surviving plan. The plan administrator and the Plan's tax counsel believe
that the Plan is currently designed and being operated in compliance with
the applicable requirements of the IRC. Therefore, no provision for
income taxes has been included in the Plan's financial statements.
(6) Plan Merger
-----------
As of March 31, 1995, and effective April 1, 1995, the Plan was merged
with the Rubbermaid Incorporated Profit Sharing Plan into the Rubbermaid
Incorporated Associates' Profit Sharing Retirement Plan. Simultaneously,
a spin-off also occurred creating the Rubbermaid Incorporated -
Collectively Bargained Associates' Profit Sharing Retirement Plan.
