RUBBERMAID INC
11-K, 1997-06-23
PLASTICS PRODUCTS, NEC
Previous: RUBBERMAID INC, 11-K, 1997-06-23
Next: SPX CORP, S-8, 1997-06-23



<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

           -----------------------------------------------------------

                                   FORM 11-K
                    REPORT FOR THE TWELVE-MONTH PERIOD ENDED
                               DECEMBER 31, 1996

           -----------------------------------------------------------

For the twelve-month period ended December 31, 1996.
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 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

<PAGE>   2

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Plan has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          RUBBERMAID RETIREMENT PLAN


Dated: June 23, 1997                      /s/ William R. Connor
                                          -------------------------------
                                          William R. Connor


<PAGE>   3

[KPMG PEAT MARWICK LLP LOGO]
1500 National City Center
1900 East Ninth Street
Cleveland, OH 44114-3495

                         INDEPENDENT AUDITORS' CONSENT
                         -----------------------------


The Board of Directors
Rubbermaid Incorporated:

We consent to incorporation by reference in the registration statement (No.
33-61817) on Form S-8 of Rubbermaid Incorporated of our report dated June 13,
1997, relating to the statements of assets available for benefits of Rubbermaid
Retirement Plan as of December 31, 1996 and 1995, and the related statement of
changes in assets available for benefits for the year ended December 31, 1996,
which report appears in the December 31, 1996 annual report on Form 11-K of
Rubbermaid Incorporated.


KPMG Peat Marwick LLP


/s/ KPMG Peat Marwick LLP

Cleveland, Ohio
June 19, 1997


<PAGE>   4

[KPMG LOGO]
The Global Leader

RUBBERMAID RETIREMENT PLAN

Financial Statements and Schedules

December 31, 1996 and 1995


(With Independent Auditors' Report Thereon)


<PAGE>   5



                           RUBBERMAID RETIREMENT PLAN


                                Table of Contents
                                -----------------


<TABLE>

<S>                                                                                     <C>    
Independent Auditors' Report

Financial Statements:

    Statements of Assets Available for Benefits, with Fund Information -
       December 31, 1996 and 1995

    Statement of Changes in Assets Available for Benefits, with Fund
       Information - Year ended December 31, 1996

    Notes to Financial Statements


Schedules:                                                                              Schedule
                                                                                        ---------
    Line 27(a) - Schedule of Assets Held for Investment Purposes (at end
       of Plan year) - December 31, 1996                                                    1

    Line 27(d) - Schedule of Reportable Transactions -
       Year ended December 31, 1996                                                         2

</TABLE>


NOTE: All other schedules required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 have been omitted because there is nothing to report.


<PAGE>   6


[KPMG LOGO]  PEAT MARWICK LLP
 
             1500 National City Center
             1900 East Ninth Street
             Cleveland, OH  44114-3495


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

Plan Administrator of
Rubbermaid Retirement Plan:

We have audited the accompanying statements of assets available for benefits of
the Rubbermaid Retirement Plan (Plan) as of December 31, 1996 and 1995, and the
related statement of changes in assets available for benefits for the year ended
December 31, 1996. 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, 1996 and 1995, and the changes in assets available for benefits for
the year ended December 31, 1996, in conformity with generally accepted
accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements of the Plan taken as a whole. The supplemental schedules of
assets held for investment purposes and reportable transactions are presented
for the purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The Fund Information in the
statements of assets available for benefits and the statement of changes in
assets available for benefits is presented for purposes of additional analysis
rather than to present the assets available for benefits and changes in assets
available for benefits of each fund. The supplemental schedules and Fund
Information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.


/s/ KPMG Peat Marwick LLP

KPMG Peat Marwick LLP
Cleveland, Ohio
June 13, 1997


<PAGE>   7












                    ----------------------------------------
                       This page intentionally left blank
                    ----------------------------------------


<PAGE>   8



                           RUBBERMAID RETIREMENT PLAN

        Statement of Assets Available for Benefits, with Fund Information

                                December 31, 1996

<TABLE>
<CAPTION>


                                                                                Participant-Directed
                                                      --------------------------------------------------------------------
                                                                                                                 Spartan
                                                          Equity    Fixed           Stable                     U.S. Equity
                                                          Index     Income          Value          Stock          Index
                                                          Fund       Fund           Fund           Fund           Fund
                                                          ------    ------          ------         -----       -----------
Assets
<S>                                                   <C>            <C>          <C>               <C>        <C>
  Investments, at fair value
    Investments in registered investment
      companies                                       $    -          -            -                -          53,449,132
    Plan interest in investments of the
      Rubbermaid Master Trust                              -          -           205,516,576       -           -
    Participant loans receivable                           -          -            -                -           -
                                                       --------   --------        -----------   --------       ----------
              Total investments                            -          -           205,516,576       -          53,449,132

  Receivables
    Employer contribution                                  -          -            -                -           -
    Participant contributions                              -          -            -                -           -
                                                       --------   --------        -----------   --------       ----------

              Assets available for benefits           $    -          -           205,516,576       -          53,449,132
                                                       ========   ========        ===========   ========       ==========
</TABLE>


See accompanying notes to financial statements.


<PAGE>   9



<TABLE>
<CAPTION>


                                          Participant-Directed
- ------------------------------------------------------------------------------------------------------
                                          Small       Diversified
                                          Cap            Inter-    Rubbermaid
  Puritan      Magellan                   Stock        national       Stock         Loan                         Combined
    Fund         Fund       Contrafund     Fund          Fund         Fund          Fund          Other           Funds
- -----------    --------     ----------    -----      ------------  ----------   ---------       -------          --------


<S>            <C>           <C>          <C>         <C>         <C>           <C>            <C>           <C>        
   70,897      103,759       104,393      37,015      49,467      3,452,621      -              -              57,267,284

     -          -             -            -           -           -             -              -             205,516,576
     -          -             -            -           -           -            7,600,314       -               7,600,314
   ------      -------       -------      ------      ------      ---------     ---------      ---------     ------------
   70,897      103,759       104,393      37,015      49,467      3,452,621     7,600,314       -             270,384,174

     -          -             -            -           -           -             -             5,700,097        5,700,097
     -          -             -            -           -           -              -            2,468,839        2,468,839
   ------      -------       -------      ------      ------      ---------     ---------      ---------      -----------  
   70,897      103,759       104,393      37,015      49,467      3,452,621     7,600,314      8,168,936      278,553,110
   ======      =======       =======      ======      ======      =========     =========      =========      ===========

</TABLE>


<PAGE>   10





- --------------------------------------------------------------------------------
                       This page intentionally left blank
- --------------------------------------------------------------------------------


<PAGE>   11



                           RUBBERMAID RETIREMENT PLAN

        Statement of Assets Available for Benefits, with Fund Information

                                December 31, 1995

<TABLE>
<CAPTION>


                                                             Participant-Directed
                                 -------------------------------------------------------------------------
                                     Equity      Fixed          Stable                   
                                     Index       Income         Value        Stock       Loan                   Combined
                                      Fund        Fund          Fund         Fund        Fund        Other        Funds
                                  ----------   ---------       --------     ------      -------      -------    ---------
<S>                              <C>           <C>         <C>           <C>         <C>         <C>         <C>        
Assets
  Investments, at fair value
    Investments in registered
    investment companies         $        --          --            --          --          --          --            --
  Plan interest in investments
    of the Rubbermaid
    Master Trust                  37,653,748   9,534,339   198,909,755   4,535,165          --          --   250,633,007
  Participant loans receivable            --          --            --          --   7,224,914          --     7,224,914
                                 -----------   ---------   -----------   ---------   ---------   ---------   -----------

         Total investments        37,653,748   9,534,339   198,909,755   4,535,165   7,224,914          --   257,857,921

Receivables
  Employer contribution                   --          --            --          --          --   4,977,879     4,977,879
  Participant contributions               --          --            --          --          --   1,751,238     1,751,238
                                 -----------   ---------   -----------   ---------   ---------   ---------   -----------

         Assets available
           for benefits          $37,653,748   9,534,339   198,909,755   4,535,165   7,224,914   6,729,117   264,587,038
                                 ===========   =========   ===========   =========   =========   =========   ===========
</TABLE>

See accompanying notes to financial statements.


<PAGE>   12



                           RUBBERMAID RETIREMENT PLAN

  Statement of Changes in Assets Available for Benefits, with Fund Information

                          Year ended December 31, 1996
<TABLE>
<CAPTION>


                                                                             Participant-Directed
                                               ---------------------------------------------------------------------------

                                                                                                             
                                                   Equity         Fixed            Stable                     Spartan U.S. 
                                                   Index          Income           Value           Stock      Equity Index 
                                                    Fund           Fund             Fund           Fund            Fund    
                                                 -----------    ----------     -------------    ----------   -------------
<S>                                               <C>            <C>             <C>             <C>                  
Additions to assets attributed to                                                                            
  Net appreciation (depreciation) in
    fair value of investments                  $   6,873,555      (358,159)         (947,966)     (231,770)     2,277,869
  Dividends                                            -           569,068        13,558,893        66,154        529,324
  Interest                                            36,713        15,830            32,092         9,106        (30,856)
  Loan repayments                                    420,643       132,827         2,894,170        10,629           -
                                                 -----------    ----------     -------------    ----------   ------------
                                                   7,330,911       359,566        15,537,189      (145,881)     2,776,337

  Contributions
    Employer contribution                          1,361,471       452,251         4,032,065        28,085           -
    Participant contributions                      1,560,590       489,600         3,854,925       109,071        198,285
                                                 -----------    ----------     -------------    ----------   ------------

                                                   2,922,061       941,851         7,886,990       137,156        198,285
                                                 -----------    ----------     -------------    ----------   ------------

              Total additions                     10,252,972     1,301,417        23,424,179        (8,725)     2,974,622
                                                 -----------    ----------     -------------    ----------   ------------

Deductions from assets attributed to
  Benefits paid to participants                    4,026,299     1,029,311        17,204,826       493,357          -
  Loan disbursements                                 684,482       267,123         2,408,750        60,074          -
  Miscellaneous                                      130,085        64,658           406,623        (1,235)         -
                                                 -----------    ----------     -------------    ----------   ------------

              Total deductions                     4,840,866     1,361,092        20,020,199       552,196          -
                                                 -----------    ----------     -------------    ----------   ------------

              Net increase (decrease)
               prior to transfers                  5,412,106       (59,675)        3,403,980      (560,921)     2,974,622

Net transfers (to) from Rubbermaid
  Retirement Plan for Collectively
  Bargained Associates                               141,639         6,844           513,628       (21,980)          -
Transfer to Fidelity Management
  Trust Company (from) the
  Rubbermaid Master Trust                        (50,442,896)         -               -         (3,509,156)    50,474,510
Interfund transfers                                7,235,403    (9,481,508)        2,689,213      (443,108)          -
                                                 -----------    ----------     -------------    ----------   ------------

              Net increase (decrease)            (37,653,748)   (9,534,339)        6,606,821    (4,535,165)    53,449,132

Assets available for benefits
   Beginning of year                              37,653,748     9,534,339       198,909,755     4,535,165           -
                                                 -----------    ----------     -------------    ----------   ------------

  End of year                                  $      -               -          205,516,576       -           53,449,132
                                                 ===========    ==========     =============    ==========   ============
</TABLE>

See accompanying notes to financial statements.


<PAGE>   13








<TABLE>
<CAPTION>



                                          Participant-Directed
- -------------------------------------------------------------------------------------------------------
                                          Diver-  
                                  Small   sified  
                                   Cap     Inter-  Rubbermaid
Puritan    Magellan               Stock  national    Stock         Loan                      Combined
 Fund        Fund   Contrafund    Fund     Fund      Fund          Fund          Other         Funds
- -------    -------  ----------   ------   ------   ----------    ----------    ---------   -----------
<S>        <C>        <C>        <C>      <C>       <C>           <C>          <C>         <C>        
   (214)       179     (1,899)    1,147       41      (49,617)           --           --     7,563,166
    544        466      3,430        --      963           --            --           --    14,728,842
     --         --         --        --       --       (2,502)      621,093           --       681,476
     --         --         --        --       --           --    (3,458,269)          --            --

- -------    -------   --------    ------   ------   ----------    ----------    ---------   -----------
    330        645      1,531     1,147    1,004      (52,119)   (2,837,176)          --    22,973,484


     --         --         --        --       --           --            --      722,218     6,596,090
 70,567    103,114    102,862    35,868   48,463       27,198            --      717,601     7,318,144
- -------    -------   --------    ------   ------   ----------    ----------    ---------   -----------

 70,567    103,114    102,862    35,868   48,463       27,198            --    1,439,819    13,914,234
- -------    -------   --------    ------   ------   ----------    ----------    ---------   -----------

 70,897    103,759    104,393    37,015   49,467      (24,921)   (2,837,176)   1,439,819    36,887,718
- -------    -------   --------    ------   ------   ----------    ----------    ---------   -----------


     --         --         --        --       --           --            --           --    22,753,793
     --         --         --        --       --           --    (3,420,429)          --            --
     --         --         --        --       --           --       207,853           --       807,984
- -------    -------   --------    ------   ------   ----------    ----------    ---------   -----------
     --         --         --        --       --           --    (3,212,576)          --    23,561,777
- -------    -------   --------    ------   ------   ----------    ----------    ---------   -----------

 70,897    103,759    104,393    37,015   49,467      (24,921)      375,400    1,439,819    13,325,941


     --         --         --        --       --           --            --           --       640,131

     --         --         --        --       --    3,477,542            --           --            --
- -------    -------   --------    ------   ------   ----------    ----------    ---------   -----------

 70,897    103,759    104,393    37,015   49,467    3,452,621       375,400    1,439,819    13,966,072


     --         --         --        --       --           --     7,224,914    6,729,117   264,587,038
- -------    -------   --------    ------   ------   ----------    ----------    ---------   -----------
 70,897    103,759    104,393    37,015   49,467    3,452,621     7,600,314    8,168,936   278,553,110
=======    =======   ========    ======   ======   ==========    ==========    =========   ===========
</TABLE>



<PAGE>   14




                     --------------------------------------
                       This page intentionally left blank
                     --------------------------------------




<PAGE>   15
                                       5



                           RUBBERMAID RETIREMENT PLAN

                          Notes to Financial Statements

                           December 31, 1996 and 1995



(1)    Description of the Plan
       -----------------------

       The following brief description of the Rubbermaid Retirement Plan (Plan),
       formerly known as the Rubbermaid Incorporated Associates' Profit Sharing
       Retirement Plan, is provided for general information purposes only.
       Participants should refer to the Plan agreement for more complete
       information.

       (a)    General
              -------

              The Plan is a defined contribution profit sharing plan with a
              401(k) feature covering salaried and non-bargaining hourly
              associates, as defined by the Plan, of Rubbermaid Incorporated and
              Affiliated Companies that adopt the Plan (Company). Participation
              in the Plan begins on 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)    Employer Contributions
              ----------------------

              For Plan years beginning on or after January 1, 1995, but prior to
              January 1, 1997 (see note 7), as defined in the Plan agreement,
              depending upon the location the participant is employed, the
              participant will receive Company contributions equal to either the
              5 Percent or the 7 Percent Contribution Formula. The major
              provisions of each contribution are described below:

               -  5 Percent Contribution Formula - For those participants
                  employed at locations listed in Section B of Schedule I to the
                  Plan, the Company contributes to the Plan a minimum of 3
                  percent of the aggregate eligible compensation plus an
                  additional amount (not to exceed 2.5 percent based on the
                  level of return on net assets (RONA) that is achieved by the
                  Company for the Plan year) of the aggregate eligible
                  compensation. Such contribution is then allocated to eligible
                  participants based on units credited during the Plan year (one
                  unit is credited for each full $100 of compensation, one
                  additional unit is credited for each $100 of compensation in
                  excess of the Social Security taxable wage base, and one unit
                  is credited for each full year of service). A participant must
                  be employed by the Company at the end of the Plan year and
                  complete at least 1,000 hours during the Plan year in order to
                  be eligible to receive a Company contribution, subject to
                  limited exceptions.

               -  7 Percent Contribution Formula - For those participants
                  employed at locations listed in Section A of Schedule I to the
                  Plan, the Company contributes to the Plan a minimum of 3
                  percent of the aggregate eligible compensation plus an
                  additional amount (not to exceed 4.7 percent based on the
                  level of return on net assets (RONA) that is achieved by the
                  Company for the Plan year) of the aggregate eligible
                  compensation. Such contribution is then allocated to
                  non-highly compensated eligible participants based on units
                  credited during the Plan year (one unit is credited for each
                  full $100 of compensation, and one unit

<PAGE>   16
                                       2

                           RUBBERMAID RETIREMENT PLAN

                          Notes to Financial Statements



                  is credited for each full year of service). Highly compensated
                  eligible participants receive an amount equal to 5 percent of
                  compensation plus 5 percent of compensation in excess of the
                  Social Security taxable wage base for the Plan year. A
                  participant must be employed by the Company at the end of the
                  Plan year and complete at least 1,000 hours during the Plan
                  year in order to be eligible to receive a Company
                  contribution, subject to limited exceptions.

       (c)    Employee Salary Deferral Contributions
              --------------------------------------

              Effective January 1, 1995, a 401(k) salary deferral feature was
              added to the Plan, allowing participants to make pretax salary
              deferrals of base compensation or wages and bonus compensation
              paid through the improvement sharing plan.

       (d)    Participant Accounts
              --------------------

              Separate accounts are maintained for each participant.
              Contributions are invested, as instructed by the participants, in
              one or more of the available investment funds. Each participant's
              account is credited with contributions, if any, and earnings.

       (e)    Vesting
              -------

              Participants are 100 percent vested in the portion of their
              accounts attributable to 401(k) contributions (plus earnings).
              Vesting in the remainder of their accounts is based upon a
              seven-year graduated vesting schedule. A participant becomes 100
              percent vested after completing seven years of vesting service.
              Upon death, disability, or attainment of age 65, participants
              become 100 percent vested.

       (f)    Investments
              -----------

              All investments are participant-directed, and the participants may
              elect to invest their account in the Plan in one or more of the
              eight investment funds held by the Plan. Currently, the available
              investment funds include: (a) Stable Value Fund, comprised
              primarily of guaranteed principal and interest contracts with
              major financial institutions and insurance companies; (b) Spartan
              U.S. Equity Index Fund, which invests primarily in the 500
              companies that comprise the Standard & Poor's 500 and in other
              securities that are based on the value of the index; (c) Puritan
              Fund, which invests in a broadly diversified portfolio of
              high-yielding equity and debt securities; (d) Magellan Fund, which
              invests primarily in equity securities of domestic, foreign, and
              multinational issuers of all sizes that offer potential for
              growth; (e) Contrafund, which invests mainly in equity securities
              of companies that are undervalued or out-of-favor; (f) Small Cap
              Stock Fund, which invests mainly in equity securities of companies
              with small market capitalizations that are determined to be
              undervalued compared to others in their industries; (g)
              Diversified International Fund, which invests mainly in foreign
              equity securities that are determined to be undervalued compared
              to others in their industries and countries; and (h) Rubbermaid
              Stock Fund, which invests in common stock of Rubbermaid
              Incorporated.

                                                                     (Continued)
<PAGE>   17

                                       3

                           RUBBERMAID RETIREMENT PLAN

                          Notes to Financial Statements


              For investment purposes only, the assets held in the Stable Value
              Fund are commingled with those of another Rubbermaid Incorporated
              retirement plan which has a similar fund. Such Stable Value Fund
              is held under the Rubbermaid Master Trust (Master Trust), with
              National City Bank as the trustee.

              All other investment funds are held under the Rubbermaid
              Retirement Plan Trust, with Fidelity Management Trust Company as
              the trustee.

       (g)    Payment of Benefits
              -------------------

              A participant is eligible to receive a distribution upon the
              earlier of termination of employment or attainment of age 65,
              either in a lump-sum cash payment equal to the value of his or her
              vested account, or periodic payments in such amounts as elected by
              the participant (subject to provisions of the Plan). The amount
              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
              generally the lesser of $50,000 or one-half of the participant's
              vested balance.

       (i)    Forfeited Accounts
              ------------------

              Employer contributions were eligible to be reduced by forfeited
              nonvested accounts totaling approximately $2,339,000 in 1996 and
              $3,618,000 in 1995.

(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 (see note 2[c]).
              Purchases and sales of securities are recorded on a trade-date
              basis.

       (c)    Guaranteed Principal and Interest Contracts
              -------------------------------------------

              The Master Trust has guaranteed principal and interest contracts
              with Primco Capital Management (Primco), as discussed in note 6.
              These investments are part of the Stable Value Fund at December
              31, 1996 and 1995. These contracts are included in the financial
              statements at contract value, as noted above, because they are
              fully benefit-responsive.

                                                                     (Continued)

<PAGE>   18

                                       4

                           RUBBERMAID RETIREMENT PLAN

                          Notes to Financial Statements


       (d)    Payment of Benefits
              --------------------

              Benefits are recorded when paid.

       (e)    Administrative Expenses
              -----------------------

              All normal costs and expenses of administering the Plan and Trust
              are paid by the Plan. Any cost resulting from a participant
              obtaining a loan may be borne by such participant or charged to
              the participant's individual account.

       (f)    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 amounts of
              assets and liabilities at the date of the financial statements and
              the reported amounts of changes in assets available for benefits
              during the reporting period. Actual results could differ from
              those estimates.

(3)    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.

 (4)   Tax Status
       ----------

       The Internal Revenue Service has determined and informed the Company by
       letter dated November 20, 1996, that the Plan and related trust are
       designed in accordance with applicable sections of the Internal Revenue
       Code (IRC). Therefore, no provision for income taxes has been included in
       the Plan's financial statements. As indicated in note 7, the Plan was
       amended effective January 1, 1997. The plan administrator and the Plan's
       tax counsel do not believe that this amendment will have any negative
       impact on compliance with the applicable requirements of the IRC.

(5)    Plan Merger
       -----------

       As of March 31, 1995, and effective April 1, 1995, the Company merged the
       assets and liabilities of the Rubbermaid Incorporated Profit Sharing Plan
       and the Rubbermaid Incorporated Associates' Profit Sharing Retirement
       Plan into the Plan. A spin-off from the Plan also occurred on March 31,
       1995, creating the Rubbermaid Retirement Plan for Collectively-Bargained
       Associates, which covers the collectively-bargained associates.

                                                                     (Continued)

<PAGE>   19
                                       5

                           RUBBERMAID RETIREMENT PLAN

                          Notes to Financial Statements

(6)    Master Trust Financial Information
       ----------------------------------

       As described in note 1(f), a portion of the assets of the Plan are
       invested in a Master Trust in which they are combined with the assets of
       another affiliated Company plan for investment purposes. The Master Trust
       fund assets at December 31, 1996 and 1995, are as follows:

<TABLE>
<CAPTION>

                                         1996                   1995
                                -----------------------------------------------
                                               Plan's                 Plan's
                                             Percentage             Percentage
                                   Market    Interest     Market    Interest
                                   Value     (Rounded)    Value    (Rounded)
                               -----------   --------  ----------- ------------
<S>                            <C>             <C>     <C>             <C>
Equity Index Fund             $ 31,823,616      0%      60,464,608     62%
Fixed Income Fund                3,863,162      0       12,731,294     75
Stable Value Fund              305,726,826     67      307,187,275     65
Stock Fund                       1,728,946      0        6,976,272     65
Loan Fund                        1,823,586      0        9,186,003     79
                                 ---------               ---------       

Total investments held by
  the Master Trust fund       $344,966,136     60%     396,545,452     65%
                              ============             ===========     
</TABLE>

       The Master Trust has investment contracts with Primco with respect to the
       Stable Value Fund. National City Bank 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. There
       are no reserves against contract value for credit risk of the contract
       issuer or otherwise. At December 31, 1996 and 1995, the fair value of the
       guaranteed principal and interest contracts of the Rubbermaid Retirement
       Plan was $108,163,199 and $112,092,708, respectively, and the
       corresponding contract value was $107,815,653 and $109,869,420,
       respectively. Both the average yield and the crediting interest rate were
       6.52 percent as of December 31, 1996 and were 7.00 percent as of December
       31, 1995.

                                                                     (Continued)


<PAGE>   20



                                        6

                           RUBBERMAID RETIREMENT PLAN

                          Notes to Financial Statements


       A summary of Master Trust investment activity is as follows:

<TABLE>
<CAPTION>

                                                     
                                        Equity       Fixed          Stable                 
                                        Index        Income         Value         Stock          Loan
                                         Fund         Fund           Fund         Fund           Fund         Totals
                                     -----------    ----------    -----------    ---------     ---------    -----------
<S>                                <C>              <C>           <C>            <C>           <C>          <C>        
       Balance at
         December 31, 1995         $  60,464,608    12,731,294    307,187,275    6,976,272     9,186,003    396,545,452

       Employer contributions          2,152,332       728,503      6,543,273       50,680          -         9,474,788
       Participant contributions       1,560,590       489,600      3,854,925      109,071          -         6,014,186
       Net appreciation (depre-
         ciation) in fair value       12,657,478      (535,846)    (1,374,702)    (423,943)         -        10,322,987
       Dividends                            -          863,694     20,622,671      113,117       160,502     21,759,984
       Interest                           43,407        19,310         44,534        9,787       621,095        738,133
       Loan repayments                   665,517       155,117      3,853,543       10,800    (5,697,687)    (1,012,710)
       Benefit payments               (5,892,473)   (1,241,883)   (29,558,604)    (647,053)      804,857    (36,535,156)
       Loan disbursements             (1,019,990)     (308,299)    (2,933,604)     (82,747)    4,344,640           -
       Interfund                      11,822,225    (8,951,829)    (1,973,564)    (876,210)      (20,622)          -
       Transfers                     (50,442,896)         -              -      (3,509,156)   (7,600,314)   (61,552,366)
       Other                            (187,182)      (86,499)      (538,921)      (1,672)       25,112       (789,162)
                                     -----------  ------------  -------------  -----------    ----------  -------------

       Balance at
         December 31, 1996         $  31,823,616     3,863,162    305,726,826    1,728,946     1,823,586    344,966,136
                                      ==========   ===========    ===========    =========     =========    ===========
</TABLE>

(7)    Subsequent Events
       -----------------

       On June 13, 1997, Rubbermaid Incorporated sold its Office Products
       Division to Newell Co. It is currently anticipated that Plan assets
       relating to associates of the Office Products Division will be
       transferred to Northern Trust Company during August 1997.

       Effective January 1, 1997, the Plan was amended to replace RONA (see note
       1[b]) with Economic Value Added (EVA) as the determinant of the Company's
       variable contribution to the Plan.


<PAGE>   21



                                                                      Schedule 1
                                                                      ----------


                           RUBBERMAID RETIREMENT PLAN

                                 EIN: 34-6028700
                                Plan Number: 001

          Line 27(a) - Schedule of Assets Held for Investment Purposes
                              (at end of Plan year)

                                December 31, 1996

<TABLE>
<CAPTION>

  Column A         Column B                             Column C                     Column D         Column E
  --------         --------                             --------                     --------         --------
                 Identity of                   Description of Investment
               Issue, Borrower,              Including Maturity Date, Rate
                  Lessor, or                  of Interest, Collateral, Par,                           Current
                Similar Party                       or Maturity Value                   Cost           Value
              ------------------              -----------------------------             ----          -------
    <S>     <C>                           <C>                                     <C>                 <C>       
     *      Fidelity Institutional        U.S. Equity Index Fund                  $   51,171,266      53,449,132
            Retirement Services           Puritan Fund                                    71,110          70,897
            Company                       Magellan Fund                                  103,581         103,759
                                          Contrafund                                     106,292         104,393
                                          Small Cap Stock Fund                            35,869          37,015
                                          Diversified International Fund                  49,412          49,467
                                          Rubbermaid Stock Fund                        1,114,330       3,452,621
                                                                                     -----------     -----------
                                                                                  $   52,651,860      57,267,284
                                                                                      ==========      ==========


<FN>
- ----------
* Party-in-interest
</TABLE>

See accompanying independent auditors' report.


<PAGE>   22

                                                                      Schedule 2
                                                                      ----------


                           RUBBERMAID RETIREMENT PLAN

                                 EIN: 34-6028700
                                Plan Number: 001

                Line 27(d) - Schedule of Reportable Transactions

                          Year ended December 31, 1996


Category (i) - Single Transactions Involving an Amount in
Excess of Five Percent of the Current Value of the Plan Assets
- --------------------------------------------------------------
<TABLE>
<CAPTION>

   Column A              Column B                        Column C      Column D       Column G       Column H      Column I
   --------              --------                        --------      --------       --------       --------      --------
                                                                                                      Current
                                                                                                      Value of
   Identity                                                                                           Asset on     Net Gain
   of Party                                              Purchase       Selling        Cost of      Transaction       or 
   Involved          Description of Assets               Price           Price          Asset           Date        (Loss)
   --------          ---------------------               -----           -----          -----           ----        ------
<S>                  <C>                                <C>              <C>           <C>             <C>          <C>
Fidelity
Institutional
Retirement
Services            U.S. Equity Index Fund          $    50,474,510         -         50,474,510       50,474,510      -
Company             Rubbermaid Stock Fund                 3,477,542         -          3,477,542        3,477,542      -
</TABLE>

- --------------------------------------------------------------------------------
       Columns E (Lease Rental) and F (Expense Incurred with Transaction)
          have been omitted because there is no information to report.


Category (iii) - Series Transactions, When Aggregated, Involving an Amount in
Excess of Five Percent of the Current Value of the Plan Assets
- --------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                        Total       Total
   Identity                                             Number                         Dollar       Dollar        Net Gain
   of Party                                             of          Number of         Value of      Value of         or 
   Involved             Description of Assets           Purchases     Sales           Purchases     Sales          (Loss)
   --------             ---------------------           ---------     -----           ---------     -----          ------

<S>                 <C>                                    <C>        <C>         <C>                 <C>           <C>  
Fidelity
Institutional
Retirement
Services            U.S. Equity Index Fund                  11          -         $   51,202,119      -             -
Company             Rubbermaid Stock Fund                   11          -              3,504,741      -             -
</TABLE>


There were no Category (ii) or (iv) transactions during the year ended December
31, 1996.

See accompanying independent auditors' report.


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission