RUBBERMAID INC
11-K, 1998-06-26
PLASTICS PRODUCTS, NEC
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 11-K
                 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                        FOR THE TWELVE-MONTH PERIOD ENDED
                                DECEMBER 31, 1997

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

For the twelve-month period ended December 31, 1997.
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 annual report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                      RUBBERMAID RETIREMENT PLAN



Dated:  June 26, 1998                 /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 17,
1998, relating to the statements of assets available for benefits of the
Rubbermaid Retirement Plan as of December 31, 1997 and 1996, and the related
statement of changes in assets available for benefits for the year ended
December 31, 1997, which report appears in the December 31, 1997 annual report
on Form 11-K of Rubbermaid Incorporated.


KPMG Peat Marwick LLP

/s/ KPMG Peat Marwick LLP




Cleveland, Ohio
June 23, 1998



<PAGE>   4
[KPMG LOGO]


RUBBERMAID RETIREMENT PLAN

Financial Statements

December 31, 1997 and 1996


(With Independent Auditors' Report Thereon)



<PAGE>   5






                           RUBBERMAID RETIREMENT PLAN


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







Independent Auditors' Report


Financial Statements:

    Statements of Assets Available for Benefits, with Fund Information -
       December 31, 1997 and 1996

    Statement of Changes in Assets Available for Benefits, with Fund
       Information - Year ended December 31, 1997

    Notes to Financial Statements




<PAGE>   6










[KPMG Peat Marwick LLP Letterhead]











                          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, 1997 and 1996, and the
related statement of changes in assets available for benefits for the year ended
December 31, 1997. 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, 1997 and 1996, and the changes in assets available for benefits for
the year ended December 31, 1997, 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 17, 1998


<PAGE>   7


                           RUBBERMAID RETIREMENT PLAN

        Statement of Assets Available for Benefits, with Fund Information

                                December 31, 1997


<TABLE>
<CAPTION>

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

                                                                                Spartan                         
                                                               Stable         U.S. Equity       Fidelity        Fidelity  
                                                               Value             Index          Puritan         Magellan  
                                                                Fund             Fund            Fund             Fund    
                                                             -----------      ----------       ----------      ----------

<S>                                                      <C>                  <C>              <C>             <C>       
Assets:
   Investments, at fair value:
     Plan interest in investments of the
       Rubbermaid Master Trust                           $   148,481,717      59,293,717       14,268,109      17,010,292
                                                             -----------      ----------       ----------      ----------
              Total investments                              148,481,717      59,293,717       14,268,109      17,010,292

   Receivables:
     Employer contribution                                         -                -                -               -
     Participant contributions                                     -                -                -               -
                                                             -----------      ----------       ----------      ----------
              Assets available for benefits              $   148,481,717      59,293,717       14,268,109      17,010,292
                                                             ===========      ==========       ==========      ==========
</TABLE>

See accompanying notes to financial statements.



<PAGE>   8





<TABLE>
<CAPTION>

                                       Participant-Directed
- -----------------------------------------------------------------------------------------------
                         Fidelity       Fidelity       Rubbermaid
                         Small Cap     Diversified      Unitized
        Fidelity         Selector      International     Stock           Loan                          Combined
       Contrafund          Fund           Fund            Fund           Fund           Other           Funds
        ----------      ---------       ---------      ---------       ---------      ---------      -----------
<S>                     <C>             <C>            <C>             <C>                           <C>        
        18,606,829      7,726,226       6,561,443      8,227,600       7,650,103            -        287,826,036
        ----------      ---------       ---------      ---------       ---------      ---------      -----------
        18,606,829      7,726,226       6,561,443      8,227,600       7,650,103            -        287,826,036


              -               -               -              -               -        7,033,693        7,033,693
              -               -               -              -               -        1,526,337        1,526,337
        ----------      ---------       ---------      ---------       ---------      ---------      -----------
        18,606,829      7,726,226       6,561,443      8,227,600       7,650,103      8,560,030      296,386,066
        ==========      =========       =========      =========       =========      =========      ===========
</TABLE>



<PAGE>   9


                           RUBBERMAID RETIREMENT PLAN

        Statement of Assets Available for Benefits, with Fund Information

                                December 31, 1996


<TABLE>
<CAPTION>
                                                                                   Participant-Directed
                                                           -------------------------------------------------------------
                                                                                   Spartan                     
                                                                  Stable         U.S. Equity       Fidelity    Fidelity 
                                                                  Value             Index          Puritan     Magellan 
                                                                  Fund               Fund           Fund          Fund  
                                                           ---------------        ----------       ------       -------
<S>                                                        <C>                    <C>              <C>          <C>    
   Assets:                                                                                                     
     Investments, at fair value:
       Investments in registered investment
         companies                                         $         -            53,449,132       70,897       103,759
       Plan interest in investments of the
         Rubbermaid Master Trust                               205,516,576             -             -            -
       Participant loans receivable                                  -                 -             -            -
                                                           ---------------        ----------       ------       -------
                Total investments                              205,516,576        53,449,132       70,897       103,759

     Receivables:
       Employer contribution                                         -                 -             -            -
       Participant contributions                                     -                 -             -            -
                                                           ---------------        ----------       ------       -------
                Assets available for benefits              $   205,516,576        53,449,132       70,897       103,759
                                                           ===============        ==========       ======       =======
</TABLE>

   See accompanying notes to financial statements.



<PAGE>   10



<TABLE>
<CAPTION>

                                               Participant-Directed
- -----------------------------------------------------------------------------------------------
                      Fidelity      Fidelity       Rubbermaid
                     Small Cap    Diversified       Unitized
      Fidelity        Selector    International      Stock             Loan                              Combined
     Contrafund         Fund          Fund            Fund             Fund             Other              Funds
     ----------       --------      --------       ---------        ---------         ---------         -----------

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

        -              -             -              -                -                 -                205,516,576
        -              -             -              -               7,600,314          -                  7,600,314
       -------        ------        ------         ---------        ---------         ---------         -----------
       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
       -------        ------        ------         ---------        ---------         ---------         -----------
       104,393        37,015        49,467         3,452,621        7,600,314         8,168,936         278,553,110
       =======        ======        ======         =========        =========         =========         ===========
</TABLE>



<PAGE>   11


                           RUBBERMAID RETIREMENT PLAN

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

                          Year ended December 31, 1997


<TABLE>
<CAPTION>

                                                                                  Participant-Directed
                                                         -----------------------------------------------------------------
                                                                              
                                                                                Spartan                        
                                                               Stable         U.S. Equity        Fidelity       Fidelity 
                                                               Value             Index           Puritan        Magellan 
                                                                Fund              Fund            Fund            Fund   
                                                         -----------------------------------------------------------------
<S>                                                      <C>                  <C>               <C>             <C>      
Additions to assets attributed to:
   Excess of net proceeds over market
     value at beginning of year:
       Aggregate proceeds                                $   239,656,995      45,913,153        5,013,649       3,845,566
       Aggregate cost                                        235,605,622      41,313,514        4,757,880       3,711,474
                                                         ---------------      ----------       ----------      ----------
              Net excess                                       4,051,373       4,599,639          255,769         134,092

   Net change in unrealized appreci-
     ation of securities                                      -                9,404,684        1,002,476       1,505,328
   Dividends                                                   2,693,978       1,342,870        1,160,190       1,030,862
   Interest                                                    3,585,384         138,913           36,800          53,482
   Loan repayments                                             1,213,138         618,658          142,438         227,939
                                                         ---------------      ----------       ----------      ----------
                                                              11,543,873      16,104,764        2,597,673       2,951,703

   Contributions:
     Employer contribution                                     3,219,670       1,601,648          469,879         654,662
     Participant contributions                                 2,339,806       1,735,316          650,676         924,323
                                                         ---------------      ----------       ----------      ----------
                                                               5,559,476       3,336,964        1,120,555       1,578,985
                                                         ---------------      ----------       ----------      ----------
              Total additions                                 17,103,349      19,441,728        3,718,228       4,530,688
                                                         ---------------      ----------       ----------      ----------

Deductions from assets attributed to:
   Benefits paid to participants                              25,589,973       5,105,479          691,964       1,098,184
   Loan disbursements                                          2,602,037         899,363          158,468         267,115
   Miscellaneous                                                 477,444          57,125            9,292           7,016
                                                         ---------------      ----------       ----------      ----------
              Total deductions                                28,669,454       6,061,967          859,724       1,372,315
                                                         ---------------      ----------       ----------      ----------

              Net increase (decrease)
                prior to transfers                           (11,566,105)     13,379,761        2,858,504       3,158,373

Net transfers (to) from other plans                             (614,601)       (841,453)        (258,531)       (256,909)
Interfund transfers                                          (44,854,153)     (6,693,723)      11,597,239      14,005,069
                                                         ---------------      ----------       ----------      ----------

              Net increase (decrease)                        (57,034,859)      5,844,585       14,197,212      16,906,533

Assets available for benefits:
   Beginning of year                                         205,516,576      53,449,132           70,897         103,759
                                                         ---------------      ----------       ----------      ----------
   End of year                                           $   148,481,717      59,293,717       14,268,109      17,010,292
                                                         ===============      ==========       ==========      ==========
</TABLE>

See accompanying notes to financial statements.



<PAGE>   12








<TABLE>
<CAPTION>


                                       Participant-Directed
- -----------------------------------------------------------------------------------------------
                         Fidelity       Fidelity       Rubbermaid
                         Small Cap     Diversified      Unitized
        Fidelity         Selector      International     Stock           Loan                          Combined
        Contrafund         Fund           Fund           Fund            Fund          Other           Funds
        ----------      ---------       ---------      ---------       ---------      ---------      -----------

<S>                     <C>             <C>            <C>            <C>             <C>            <C>        
         4,552,329      2,137,603       3,037,942      4,824,896        -              -             308,982,133
         4,414,695      2,097,937       2,837,889      3,969,251        -              -             298,708,262
        ----------      ---------       ---------      ---------       ---------      ---------      -----------
           137,634         39,666         200,053        855,645        -              -              10,273,871


           848,149        627,018         322,633      4,325,145        -              -              18,035,433
         1,785,024        543,120         238,924         (3,356)       -              -               8,791,612
            43,517         16,100          21,526          9,320        -              -               3,905,042
           184,218         69,220          93,996         43,086      (2,592,693)      -                -
        ----------      ---------       ---------      ---------       ---------      ---------      -----------
         2,998,542      1,295,124         877,132      5,229,840      (2,592,693)      -              41,005,958


           653,268        246,520         350,574        180,566        -             1,333,596        8,710,383
           998,929        360,440         479,472        213,044        -              (942,502)       6,759,504
        ----------      ---------       ---------      ---------       ---------      ---------      -----------
         1,652,197        606,960         830,046        393,610        -               391,094       15,469,887
        ----------      ---------       ---------      ---------       ---------      ---------      -----------
         4,650,739      1,902,084       1,707,178      5,623,450      (2,592,693)       391,094       56,475,845
        ----------      ---------       ---------      ---------       ---------      ---------      -----------


           839,366        384,323         508,016        592,539       1,263,199       -              36,073,043
           268,431         62,302         108,011         79,047      (4,444,774)      -              -
             6,948          5,540           2,326          6,893         498,565       -               1,071,149
        ----------      ---------       ---------      ---------       ---------      ---------      -----------
         1,114,745        452,165         618,353        678,479      (2,683,010)      -              37,144,192
        ----------      ---------       ---------      ---------       ---------      ---------      -----------


         3,535,994      1,449,919       1,088,825      4,944,971          90,317        391,094       19,331,653

          (342,777)      (125,592)       (171,555)     1,153,249         (40,528)      -              (1,498,697)
        15,309,219      6,364,884       5,594,706     (1,323,241)       -              -                -
        ----------      ---------       ---------      ---------       ---------      ---------      -----------

        18,502,436      7,689,211       6,511,976      4,774,979          49,789        391,094       17,832,956


           104,393         37,015          49,467      3,452,621       7,600,314      8,168,936      278,553,110
        ----------      ---------       ---------      ---------       ---------      ---------      -----------
        18,606,829      7,726,226       6,561,443      8,227,600       7,650,103      8,560,030      296,386,066
        ==========      =========       =========      =========       =========      =========      ===========
</TABLE>



<PAGE>   13




                           RUBBERMAID RETIREMENT PLAN

                          Notes to Financial Statements

                           December 31, 1997 and 1996



(1)    DESCRIPTION OF THE PLAN

       The following brief description of the Rubbermaid Retirement Plan (Plan)
       is provided for general information purposes only. Participants should
       refer to the Plan document 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 6), as defined in the Plan document,
              depending upon the location at which 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 in 1995 and
                  1996 on return on net assets (RONA) and in 1997 on the level
                  of Economic Value Added Improvement (EVA) 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 non-highly
                  compensated 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 in 1995 and 1996 on RONA and in 1997 on the
                  level of EVA 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 is credited for each full year of service).
                  Highly compensated eligible participants



                                                                   (Continued)
<PAGE>   14
                                       2

                           RUBBERMAID RETIREMENT PLAN

                          Notes to Financial Statements


                  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.

              In addition, certain locations of the Company pay out to each
              Eligible Employee a payout of 0 percent to 8 percent of base pay
              (plus overtime) determined exclusively by the division's or
              location's performance on Improvement Sharing Plan measures. This
              payout will occur annually and can be paid in cash or deferred to
              the participant's account in the Plan, as a 401(k) contribution.
              The amount of deferral contributions to be made to the Plan on
              behalf of an Eligible Employee by the Company shall be fully
              vested.

       (c)    EMPLOYEE SALARY DEFERRAL CONTRIBUTIONS

              A 401(k) salary deferral feature is included in 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 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) Fidelity
              Puritan Fund, which invests in a broadly diversified portfolio 
              of high-yielding equity and debt securities; (d) Fidelity Magellan
              Fund, which invests primarily in equity securities of domestic,
              foreign, and multinational issuers of all sizes that offer
              potential for growth; (e) Fidelity Contrafund, which invests
              mainly in equity securities of companies that are undervalued or
              out-of-favor; (f) Fidelity Small Cap Selector 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) Fidelity Diversified International
              Fund, which invests mainly in foreign equity 




                                                                  (Continued)
<PAGE>   15
                                       3

                           RUBBERMAID RETIREMENT PLAN

                          Notes to Financial Statements

              securities that are determined to be undervalued compared to
              others in their industries and countries; and (h) Rubbermaid
              Unitized Stock Fund, which invests in common stock of Rubbermaid
              Incorporated.

              For investment purposes only, investments of the Plan are
              commingled with the investments of the Rubbermaid Retirement Plan
              for Collectively-Bargained Associates. Collectively, such funds
              comprise the Rubbermaid Master Trust (Master Trust) with Fidelity
              Management Trust Company 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.

       (g)    PAYMENT OF BENEFITS

              A participant is eligible to receive a distribution upon
              termination of employment, in either 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

              Loans of up to 50 percent of the vested portion of the
              participant's individual account may be obtained by 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 $1,395,000 in 1997 and
              $2,339,000 in 1996.

(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

              Unrealized appreciation or depreciation, equal to the difference
              between the cost and the market value of investments at the
              applicable valuation date, is recognized in determining the value
              of participant accounts. The excess (deficiency) of net proceeds
              over market value calculation methodology is based on the revalued
              cost of assets instead of historical cost. The revalued cost is
              the market value of an asset at the beginning of the Plan year or
              at the time of purchase during the year.

              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.
                                                                     (Continued)

<PAGE>   16
                                       4

                           RUBBERMAID RETIREMENT PLAN

                          Notes to Financial Statements


       (c)    GUARANTEED PRINCIPAL AND INTEREST CONTRACTS

              The Master Trust has guaranteed principal and interest contracts
              with major financial institutions and insurance companies, as
              discussed in note 5. These investments are part of the Stable
              Value Fund at December 31, 1997 and 1996. 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 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. The Plan was amended effective January
       1, 1997 and also, as described in note 6, at January 1, 1998. The plan
       administrator and the Plan's tax counsel do not believe that these
       amendments will have any negative impact on compliance with 
       the applicable requirements of the IRC.


                                                                     (Continued)
                                
<PAGE>   17
                                       5

                           RUBBERMAID RETIREMENT PLAN

                          Notes to Financial Statements


(5)    MASTER TRUST FINANCIAL INFORMATION

       As described in note 1(f), all of the Plan's investments as of December
       31, 1997, and a portion of the Plan's investments as of December 31,
       1996, are contained in a Master Trust in which they are combined for
       investment purposes with the assets of the Rubbermaid Retirement Plan for
       Collectively-Bargained Associates. The Master Trust fund assets at
       December 31, 1997 and 1996, are as follows:

<TABLE>
<CAPTION>

                                                                1997                            1996
                                                     -------------------------       -------------------------
                                                                      Plan's                         Plan's
                                                                    Percentage                     Percentage
                                                        Market       Interest          Market       Interest
                                                         Value      (Rounded)           Value      (Rounded)
                                                     -------------  ---------        -----------   -----------

<S>                                                  <C>               <C>           <C>              <C>
       Stable Value Fund                             $ 210,402,030     71%           305,726,826      67%
       Spartan U.S. Equity Index Fund                  105,294,786     56                  -
       Fidelity Puritan Fund                            21,806,761     65                  -
       Fidelity Magellan Fund                           26,393,970     64                  -
       Fidelity Contrafund                              25,337,061     73                  -
       Fidelity Small Cap Selector Fund                  8,764,941     88                  -
       Fidelity Diversified International Fund           9,583,013     68                  -
       Rubbermaid Unitized Stock Fund                    9,212,167     89                  -
       Equity Index Fund                                     -                        31,823,616       0
       Fixed Income Fund                                     -                         3,863,162       0
       Stock Fund                                            -                         1,728,946       0
       Loan Fund                                         9,293,110     82              1,823,586       0
                                                     -------------                   -----------      

       Total investments held by
         the Master Trust fund                       $ 426,087,839     68%           344,966,136      60%
                                                     =============                   ===========      
</TABLE>

       The Master Trust has investment contracts with major financial
       institutions and insurance companies with respect to the Stable Value
       Fund. Fidelity Management Trust Company 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 investment manager. 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, 1997 and
       1996, the fair value of the guaranteed principal and interest contracts
       of the Rubbermaid Retirement Plan was $42,858,567 and $108,163,199,
       respectively, and the corresponding contract value was $42,695,507 and
       $107,815,653, respectively. Both the average yield and the crediting
       interest rate were 6.03 percent as of December 31, 1997 and were 6.52
       percent as of December 31, 1996.

       On November 1, 1996, the assets of the Plan except those of the Stable
       Value Fund were transferred from National City Bank to Fidelity
       Management Trust Company (Fidelity).

       As of December 31, 1996, National City Bank was the trustee of the Master
       Trust, which comprised the Stable Value Fund of the Plan commingled with
       the investments of the Rubbermaid Retirement Plan for
       Collectively-Bargained Associates. On September 1, 1997, the Stable Value
       Fund of the Plan along with all the assets of the Rubbermaid Retirement
       Plan for Collectively-Bargained Associates maintained by National City
       Bank Master Trust, were transferred to 


                                                                     (Continued)
<PAGE>   18
                                       6

                           RUBBERMAID RETIREMENT PLAN

                          Notes to Financial Statements


       Fidelity, the new trustee of the Master Trust. As of December 31, 1997,
       the Master Trust maintained by Fidelity is comprised of all the assets of
       the Plan commingled with all the assets of the Rubbermaid Retirement Plan
       for Collectively-Bargained Associates.

       A summary of Master Trust investment activity is as follows:

<TABLE>
<CAPTION>

                                                                                
                           Equity        Fixed          Stable                   Spartan U.S.    Fidelity 
                           Index         Income         Value         Stock      Equity Index     Puritan  
                            Fund          Fund          Fund          Fund          Fund           Fund    
                       ------------    ----------    -----------     ---------   -----------     ----------
<S>                    <C>              <C>          <C>            <C>            <C>            <C>    
Balance at              
    December 31, 1996  $ 31,823,616     3,863,162    305,726,826    1,728,946            -              -
                        
Contributions:          
    Employer                777,152       244,384      5,640,103       22,702      1,601,648        469,879
    Participants            104,007         4,051      2,791,553        1,592      1,866,680        671,115
Net appreciation        
    (depreciation) in   
    fair value            7,949,708        20,643      6,093,312     (686,919)    17,074,352      1,273,039
Dividends                       -         171,935      4,299,640       28,926      1,903,418      1,388,924
Interest                     11,725         1,705      5,393,533          613        154,535         38,765
Loan repayments             171,453        15,033      1,784,601          662        693,067        148,628
Benefit payments         (2,413,794)      (67,168)   (45,838,418)    (138,923)    (5,235,225)      (718,941)
Loan disbursements         (330,258)      (29,549)    (3,012,159)     (17,731)      (962,302)      (162,267)
Interfund               (37,943,462)   (4,206,242)   (71,192,238)    (935,443)    35,648,210     18,894,587
Transfers                  (102,782)       (8,292)      (660,740)      (2,899)      (841,604)      (258,573)
Other                       (47,365)       (9,662)      (623,983)      (1,526)    53,392,007         61,605
                       ------------    ----------    -----------     ---------   -----------     ----------
                        
Balance at              
    December 31, 1997  $        -             -      210,402,030          -      105,294,786     21,806,761
                       ============    ==========    ===========     =========   ===========     ==========
</TABLE>

                        
<TABLE>               
<CAPTION>

                                                                 
                                                      Fidelity     Fidelity     Rubbermaid
                         Fidelity                     Small Cap  Diversified     Unitized
                         Magellan       Fidelity      Selector   International     Stock       Loan
                          Fund         Contrafund       Fund         Fund          Fund        Fund           Totals
                       -----------     ----------    ---------    ---------     ---------    ---------     -----------
<S>                    <C>             <C>           <C>          <C>           <C>          <C>           <C>        
Balance at             
    December 31, 1996    $     -            -            -             -            -        1,823,586     344,966,136
                       
Contributions:         
    Employer               654,662        653,268      246,520      350,574       180,566        -          10,841,458
    Participants           964,069      1,022,285      365,534      492,510       216,421        -           8,499,817
Net appreciation       
    (depreciation) in  
    fair value           1,411,014        486,020      616,283      468,313     6,051,860        -          40,757,625
Dividends                1,427,844      2,340,217      603,028      354,438        (3,356)       -          12,515,014
Interest                    58,344         46,398       17,042       24,232         9,856      117,545       5,874,293
Loan repayments            244,642        196,570       71,621      101,534        43,600   (3,471,411)         -
Benefit payments        (1,122,056)      (845,155)    (391,895)    (517,159)     (595,828)  (1,185,025)    (59,069,587)
Loan disbursements        (268,997)      (284,669)     (62,787)    (114,720)      (79,759)   5,325,198          -
Interfund               23,184,698     21,967,459    7,393,769    8,547,719    (1,210,170)    (148,887)         -
Transfers                 (256,993)      (342,777)    (125,592)    (171,569)    1,153,249      (40,528)     (1,659,100)
Other                       96,743         97,445       31,418       47,141     3,445,728    6,872,632      63,362,183
                       -----------     ----------    ---------    ---------     ---------    ---------     -----------
                       
Balance at             
    December 31, 1997  $26,393,970     25,337,061    8,764,941    9,583,013     9,212,167    9,293,110     426,087,839
                       ===========     ==========    =========    =========     =========    =========     ===========

                                                                                                           (Continued)

</TABLE>

<PAGE>   19
                                       7

                           RUBBERMAID RETIREMENT PLAN

                          Notes to Financial Statements


(6)    SUBSEQUENT EVENTS

       Effective January 1, 1998, the Plan was amended to provide a Company
       contribution equal to 6 percent of a participant's (other than Everything
       Rubbermaid Store employees) eligible compensation with an opportunity for
       an additional 3 percent of the participant's eligible compensation based
       on "EVA Targets." Additionally, effective April 1, 1998, the Plan shall
       provide for a fully vested Company matching contribution equal to 50
       percent (100 percent during the second quarter of 1998) of the first 6
       percent of a participant's salary deferred into the Plan and shall
       provide for rollovers.




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