<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 FOR COLLECTIVELY-BARGAINED
ASSOCIATES
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 FOR
COLLECTIVELY-BARGAINED ASSOCIATES
Dated: June 23, 1997
/s/ William R. Connor
----------------------------------
William R. Connor
<PAGE> 3
[KPMG PEAT MARWICK LLP LETTERHEAD]
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 for Collectively-Bargained Associates 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
The Global Leader
RUBBERMAID RETIREMENT PLAN FOR
COLLECTIVELY-BARGAINED ASSOCIATES
Financial Statements
December 31, 1996 and 1995
(With Independent Auditors' Report Thereon)
<PAGE> 5
RUBBERMAID RETIREMENT PLAN FOR
COLLECTIVELY-BARGAINED ASSOCIATES
Table of Contents
-----------------
Independent Auditors' Report
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
<PAGE> 6
[KPMG PEAT MARWICK LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
----------------------------
Plan Administrator of
Rubbermaid Retirement Plan for
Collectively-Bargained Associates:
We have audited the accompanying statements of assets available for benefits of
the Rubbermaid Retirement Plan for Collectively-Bargained Associates (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 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 Fund Information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ KPMG Peat Marwick LLP
Cleveland, Ohio
June 13, 1997
<PAGE> 7
RUBBERMAID RETIREMENT PLAN FOR
COLLECTIVELY-BARGAINED ASSOCIATES
Statement of Assets Available for Benefits, with Fund Information
December 31, 1996
<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
Plan interest in investments of the
Rubbermaid Master Trust $31,823,616 3,863,162 100,210,250 1,728,946 1,823,586 - 139,449,560
Receivables
Employer contribution - - - - - 3,521,764 3,521,764
---------- --------- ----------- --------- --------- --------- -----------
Assets available for benefits $31,823,616 3,863,162 100,210,250 1,728,946 1,823,586 3,521,764 142,971,324
========== ========= =========== ========= ========= ========= ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 8
RUBBERMAID RETIREMENT PLAN FOR
COLLECTIVELY-BARGAINED ASSOCIATES
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
Plan interest in investments of the
Rubbermaid Master Trust $ 22,810,860 3,196,955 108,277,520 2,441,107 1,961,091 - 138,687,533
Receivables
Employer contribution - - - - - 3,595,975 3,595,975
---------- --------- ----------- --------- --------- --------- -----------
Assets available for benefits $ 22,810,860 3,196,955 108,277,520 2,441,107 1,961,091 3,595,975 142,283,508
========== ========= =========== ========= ========= ========= ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 9
RUBBERMAID RETIREMENT PLAN FOR
COLLECTIVELY-BARGAINED ASSOCIATES
Statement of Changes in Assets Available for Benefits, with Fund Information
Year ended December 31, 1996
<TABLE>
<CAPTION>
Participant-Directed
---------------------------------------------------------------
Equity Fixed Stable
Index Income Value Stock
Fund Fund Fund Fund
---- ---- ---- ----
<S> <C> <C> <C> <C>
Additions to assets attributed to
Net appreciation (depreciation) in fair
value of investments $ 5,783,923 (177,687) (426,736) (192,173)
Dividends - 294,626 7,063,778 46,963
Interest 6,694 3,480 12,442 681
Loan repayments 244,874 22,290 959,373 171
---------- --------- ----------- ---------
6,035,491 142,709 7,608,857 (144,358)
Employer contribution 790,861 276,252 2,511,208 22,595
---------- --------- ----------- ---------
Total additions 6,826,352 418,961 10,120,065 (121,763)
---------- --------- ----------- ---------
Deductions from assets attributed to
Benefits paid to participants 1,866,174 212,572 12,353,778 153,696
Loan disbursements 335,508 41,176 524,854 22,673
Miscellaneous 57,097 21,841 132,298 2,907
---------- --------- ----------- ---------
Total deductions 2,258,779 275,589 13,010,930 179,276
---------- --------- ----------- ---------
Net increase (decrease)
prior to transfers 4,567,573 143,372 (2,890,865) (301,039)
Net transfers (to) from Rubbermaid
Retirement Plan (141,639) (6,844) (493,006) 21,980
Interfund transfers 4,586,822 529,679 (4,683,399) (433,102)
---------- --------- ----------- ---------
Net increase (decrease) 9,012,756 666,207 (8,067,270) (712,161)
Assets available for benefits
Beginning of year 22,810,860 3,196,955 108,277,520 2,441,107
---------- --------- ----------- ---------
End of year $ 31,823,616 3,863,162 100,210,250 1,728,946
========== ========= =========== =========
<CAPTION>
-------------------------
Loan Combined
Fund Other Funds
---- ----- -----
<S> <C> <C> <C>
Additions to assets attributed to
Net appreciation (depreciation) in fair
value of investments - - 4,987,327
Dividends 160,502 - 7,565,869
Interest - - 23,297
Loan repayments (1,226,708) - -
--------- --------- -----------
(1,066,206) - 12,576,493
Employer contribution - (74,211) 3,526,705
--------- --------- -----------
Total additions (1,066,206) (74,211) 16,103,198
--------- --------- -----------
Deductions from assets attributed to
Benefits paid to participants - - 14,586,220
Loan disbursements (924,211) - -
Miscellaneous (25,112) - 189,031
--------- --------- -----------
Total deductions (949,323) - 14,775,251
--------- --------- -----------
Net increase (decrease)
prior to transfers (116,883) (74,211) 1,327,947
Net transfers (to) from Rubbermaid
Retirement Plan (20,622) - (640,131)
Interfund transfers - - -
--------- --------- -----------
Net increase (decrease) (137,505) (74,211) 687,816
Assets available for benefits
Beginning of year 1,961,091 3,595,975 142,283,508
--------- --------- -----------
End of year 1,823,586 3,521,764 142,971,324
========= ========= ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 10
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<PAGE> 11
RUBBERMAID RETIREMENT PLAN FOR
COLLECTIVELY-BARGAINED ASSOCIATES
Notes to Financial Statements
December 31, 1996 and 1995
(1) Description of the Plan
-----------------------
As of March 31, 1995, Rubbermaid Incorporated (Company) spun off the
assets of the Rubbermaid Retirement Plan attributable to
collectively-bargained associates into a new separate plan, the
Rubbermaid Retirement Plan for Collectively-Bargained Associates (Plan).
This Plan covers collectively-bargained associates primarily located at
the Wooster, Ohio facility and participates in the Rubbermaid Master
Trust as set forth in the Master Trust agreement. The assets were
transferred into the Plan for the respective associates at their fair
market value at that date.
The following brief description of the 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. Participation in the Plan begins on January 1
coincident with or following an associate's date of hire.
Participation in the Plan is restricted to collectively-bargained
associates primarily located at the Wooster, Ohio facility. The
Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
(b) Employer Contributions
----------------------
Annually, the Company contributes to the Plan the lesser of 25
percent of the Company's profits as defined in the Plan or 15
percent of the aggregate eligible compensation of the participants
for the Plan year. Participants may receive 25 percent of their
share of the Company's contribution in cash unless an election is
made to deposit such amount into their Plan account through the
401(k) feature. Additional pretax contributions by participants to
the Plan are not permitted. 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.
(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 investment funds. Each participant's
account is credited with the contribution, if any, and an
allocation of the Company's contribution, Plan earnings, and
forfeitures of terminated participants' nonvested accounts.
(Continued)
<PAGE> 12
2
RUBBERMAID RETIREMENT PLAN FOR
COLLECTIVELY-BARGAINED ASSOCIATES
Notes to Financial Statements
(d) Vesting
-------
Participants are vested 100 percent 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 fully
vested after completing seven years of vesting service. Upon
death, disability, or attainment of age 65, participants become
fully vested.
(e) Investments
-----------
All investments are participant-directed, and participants may
elect to invest their account in the Plan in one or more of the
four investment funds held by the Plan. Currently, the investment
funds are: (a) Equity Index Fund, comprised primarily of common
stocks or securities convertible into common stocks; (b) Fixed
Income Fund, comprised primarily of government debt securities and
investment grade corporate debt securities, the income or return
from which is fixed; (c) Stable Value Fund, comprised primarily of
guaranteed principal and interest contracts with major financial
institutions and insurance companies; and (d) Stock Fund,
comprised primarily of the common stock of Rubbermaid
Incorporated.
For investment purposes only, investments of the Plan are
commingled with a portion of the investments of the Rubbermaid
Retirement Plan. Collectively, such funds comprise the Rubbermaid
Master Trust (Master Trust), a bank-administered master trust
fund, with National City Bank as the trustee. 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.
At December 31, 1995, both the Plan and the Rubbermaid Retirement
Plan participated in all funds within the Master Trust. At
December 31, 1996, all of the Plan's investments continue to be
included in the Master Trust, while the Rubbermaid Retirement Plan
only has an interest remaining in the Stable Value Fund of the
Master Trust.
(f) 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 to
be paid shall not exceed the participant's vested interest.
(g) Participant Loans
-----------------
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.
(Continued)
<PAGE> 13
3
RUBBERMAID RETIREMENT PLAN FOR
COLLECTIVELY-BARGAINED ASSOCIATES
Notes to Financial Statements
(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 5.
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.
(d) Payment of Benefits
-------------------
Benefits are recorded when paid.
(e) Administrative Expenses
-----------------------
All normal costs and expenses, except trustee fees, 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.
(Continued)
<PAGE> 14
4
RUBBERMAID RETIREMENT PLAN FOR
COLLECTIVELY-BARGAINED ASSOCIATES
Notes to Financial Statements
(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. Therefore, no provision for income taxes has been included in the
Plan's financial statements.
(5) Master Trust Financial Information
----------------------------------
As described in note 1(e), all of the Plan's investments are contained in
a Master Trust along with a portion of the investments of the Rubbermaid
Retirement Plan. 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 $ 31,823,616 100% 60,464,608 38%
Fixed Income Fund 3,863,162 100 12,731,294 25
Stable Value Fund 305,726,826 33 307,187,275 35
Stock Fund 1,728,946 100 6,976,272 35
Loan Fund 1,823,586 100 9,186,003 21
----------- -----------
Total investments held by
the Master Trust fund $ 344,966,136 40% 396,545,452 35%
=========== ===========
</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 for Collectively-Bargained Associates was $52,740,788 and
$60,161,303, respectively, and the corresponding contract value was
$52,571,322 and $58,967,982, 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> 15
RUBBERMAID RETIREMENT PLAN FOR
COLLECTIVELY-BARGAINED ASSOCIATES
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>
