RUBBERMAID INC
10-Q, 1998-08-13
PLASTICS PRODUCTS, NEC
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-Q


[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
       EXCHANGE ACT OF 1934.

For the quarterly period ended July 3, 1998

                                       OR

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934.

For the transition period from _________________ to __________________

Commission File Number 1-4188
                       -------


                             RUBBERMAID INCORPORATED
                             -----------------------
             (Exact name of registrant as specified in its charter)



                  OHIO                                 34-0628700
                  ----                                 ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                      1147 AKRON ROAD, WOOSTER, OHIO 44691
                      ------------------------------------
              (Address of principal executive offices and zip code)


                                  330-264-6464
                                  ------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.

                                                  Yes    X     No
                                                      -------     -------



Common Shares, Par Value $1.00, Outstanding at July 3, 1998 -- 149,949,675

<PAGE>   2



                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                    RUBBERMAID INCORPORATED AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (Unaudited)
                 (Dollars in thousands except per share amounts)


<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                   ----------------------------------
                                                    July 3, 1998       June 30, 1997
                                                   --------------      --------------

<S>                                                    <C>               <C>      
Net sales                                              $ 658,529         $ 640,379
Cost of sales                                            466,990           466,364
Selling, general, and administrative expenses            117,443           107,198
Restructuring costs                                        8,546            16,000
Other charges (credits), net:
        Interest expense                                   9,867            10,521
        Interest income                                     (688)             (182)
        Miscellaneous, net                               (24,436)          (52,826)
                                                       ---------         ---------
                                                         (15,257)          (42,487)
                                                       ---------         ---------
Earnings before income taxes                              80,807            93,304
Income taxes                                              28,283            46,709
                                                       ---------         ---------

Net earnings                                           $  52,524         $  46,595
                                                       =========         =========


Basic and diluted net earnings per Common Share        $     .35         $     .31
                                                       =========         =========

Dividends paid per Common Share                        $     .16         $     .15
                                                       =========         =========
</TABLE>



See accompanying notes to condensed consolidated financial statements.



<PAGE>   3



                    RUBBERMAID INCORPORATED AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (Unaudited)
                 (Dollars in thousands except per share amounts)


<TABLE>
<CAPTION>
                                                              Six Months Ended
                                                      ----------------------------------
                                                       July 3, 1998       June 30, 1997
                                                      --------------      --------------

<S>                                                    <C>                 <C>        
Net sales                                              $ 1,308,247         $ 1,242,067
Cost of sales                                              933,575             898,877
Selling, general, and administrative expenses              232,241             210,561
Restructuring costs                                         51,928              16,000
Other charges (credits), net:
        Interest expense                                    19,693              21,379
        Interest income                                     (1,323)               (470)
        Miscellaneous, net                                 (22,590)            (52,286)
                                                       -----------         -----------
                                                            (4,220)            (31,377)
                                                       -----------         -----------
Earnings before income taxes                                94,723             148,006
Income taxes                                                33,153              67,386
                                                       -----------         -----------

Net earnings                                           $    61,570         $    80,620
                                                       ===========         ===========


Basic and diluted net earnings per Common Share        $       .41         $       .54
                                                       ===========         ===========

Dividends paid per Common Share                        $       .32         $       .30
                                                       ===========         ===========
</TABLE>



See accompanying notes to condensed consolidated financial statements.




<PAGE>   4



                    RUBBERMAID INCORPORATED AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
                 (Dollars in thousands except per share amounts)


<TABLE>
<CAPTION>
                                                               July 3, 1998     Dec. 31, 1997
                                                             ---------------   ---------------
                                                              (Unaudited)

<S>                                                            <C>               <C>       
                                     Assets
                                     ------

Current assets:
      Cash and cash equivalents                                $   46,677        $  114,024
      Receivables, less allowance for doubtful accounts
         of $8,572 in 1998 and $8,882 in 1997                     534,740           421,911
      Inventories                                                 311,946           250,597
      Other current assets                                         40,242            29,672
                                                               ----------        ----------

               Total current assets                               933,605           816,204

Property, plant, and equipment, net                               784,405           707,974

Intangible and other assets, net                                  462,968           399,716
                                                               ----------        ----------

Total Assets                                                   $2,180,978        $1,923,894
                                                               ==========        ==========
</TABLE>





                                                                     (Continued)




<PAGE>   5



                    RUBBERMAID INCORPORATED AND SUBSIDIARIES

                CONDENSED CONSOLIDATED BALANCE SHEET (Continued)
                 (Dollars in thousands except per share amounts)


<TABLE>
<CAPTION>
                                                                  July 3, 1998       Dec. 31, 1997
                                                                 --------------     ---------------
                                                                  (Unaudited)
<S>                                                               <C>                 <C>        
                      Liabilities and Shareholders' Equity
                      ------------------------------------

Current liabilities:
      Notes payable                                               $   394,600         $   223,744
      Long-term debt, current                                           2,305                 281
      Payables                                                        204,018             160,820
      Accrued liabilities                                             216,325             182,239
                                                                  -----------         -----------

               Total current liabilities                              817,248             567,084

Other deferred liabilities                                            166,556             153,385
Long-term debt, non-current                                           152,690             153,163

Shareholders' equity:
      Preferred stock, without par value 
         Authorized 20,000,000 shares; none issued                          -                   -
      Common Shares of $1 par value 
         Authorized 400,000,000 shares; issued
         162,677,082 shares in 1998 and 1997                          162,677             162,677
      Paid-in capital                                                  65,510              68,819
      Retained earnings                                             1,205,810           1,216,166
      Accumulated other comprehensive income                          (36,501)            (36,682)
      Treasury shares, at cost (12,727,407 shares in
         1998 and 12,975,131 shares in 1997)                         (353,012)           (360,718)
                                                                  -----------         -----------

               Total shareholders' equity                           1,044,484           1,050,262
                                                                  -----------         -----------

Total Liabilities and Shareholders' Equity                        $ 2,180,978         $ 1,923,894
                                                                  ===========         ===========
</TABLE>



See accompanying notes to condensed consolidated financial statements.





<PAGE>   6



                    RUBBERMAID INCORPORATED AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
                             (Dollars in thousands)

 ( ) Denotes decrease in cash and cash equivalents

<TABLE>
<CAPTION>
                                                                      Six Months Ended
                                                              ---------------------------------
                                                                July 3, 1998     June 30, 1997
                                                              ----------------   --------------
<S>                                                              <C>               <C>      
Operating activities:
      Net earnings                                               $  61,570         $  80,620
      Adjustments to reconcile net earnings to net
         cash provided by operating activities:
               Non-cash restructuring costs                         32,197            16,000
               Gain on sale of business                            (24,141)         (134,447)
               Asset impairment charges                                  -            81,000
               Depreciation and amortization                        66,160            63,839
               Other                                                 3,005             4,759
               Changes in:
                      Receivables                                  (50,518)           (3,304)
                      Inventories                                   (8,783)           11,647
                      Other assets                                 (12,740)           (7,877)
                      Payables                                      (5,198)           (7,269)
                      Accrued liabilities                          (10,461)          (11,399)
                                                                 ---------         ---------
               Net cash provided by operating activities            51,091            93,569
Investing activities:
      Capital expenditures                                         (72,345)          (80,735)
      Acquisition of businesses, net of cash                      (211,894)                - 
      Net proceeds from sale of business                            51,262           246,500
      Other, net                                                     3,599             9,974
                                                                 ---------         ---------
                 Net cash provided by (used in) investing
                         activities                               (229,378)          175,739
Financing activities:
      Net change in notes payable                                  159,590          (213,837)
      Proceeds from long-term debt                                   8,643                 -
      Repayment of long-term debt                                   (9,481)           (1,912)
      Cash dividends paid                                          (47,899)          (44,985)
      Other, net                                                        87               320
                                                                 ---------         ---------
               Net cash provided by (used in) financing
                         activities                                110,940          (260,414)
                                                                 ---------         ---------
Net change in cash and cash equivalents                            (67,347)            8,894
Cash and cash equivalents at beginning of year                     114,024            27,599
                                                                 ---------         ---------
Cash and cash equivalents at end of period                       $  46,677         $  36,493
                                                                 =========         =========

Supplemental cash flow information:
      Income taxes paid                                          $  35,155         $  25,837
      Interest paid                                              $  18,355         $  20,869
                                                                 =========         =========
</TABLE>


See accompanying notes to condensed consolidated financial statements.

<PAGE>   7


                    RUBBERMAID INCORPORATED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                (Dollars in thousands except per share amounts)


(1)    In the opinion of management, the information furnished herein includes
       all the adjustments necessary for a fair presentation of the results for
       the interim periods, and all such adjustments, other than those described
       under footnote (7) below, are of a normal recurring nature.

(2)    Effective January 1, 1998, the Company changed its fiscal year-end to the
       Friday nearest to December 31. Correspondingly, fiscal quarters will
       typically be comprised of 13 weeks each, and for 1998 will end on April
       3, 1998; July 3, 1998; October 2, 1998; and January 1, 1999. This change
       has resulted in three additional days during both the first quarter of
       fiscal 1998 and the six months ended July 3, 1998, compared to the same
       periods in the prior year.

(3)    Basic and diluted net earnings per Common Share are based on the weighted
       average number of Common Shares outstanding during each period. Average
       shares used in the calculations were 149,867,822 and 149,918,851 for the
       respective 1998 and 1997 three-month periods and 149,824,739 and
       149,906,300 for the respective six-month periods. For the periods
       presented, the dilutive effect of stock options is not significant.

(4)    The actual number of shares outstanding on the respective record dates is
       as follows:

<TABLE>
<CAPTION>
                             1998                                                 1997
                             ----                                                 ----
              Record Date               No. Shares                  Record Date            No. Shares
              -----------               ----------                  -----------            ----------

<S>                                    <C>                          <C>                    <C>
              February 6               149,800,456                  February 7             149,975,560
              May 15                   149,849,381                  May 16                 149,916,146
</TABLE>

(5) A summary of inventories follows:

<TABLE>
<CAPTION>
                                                                               July 3, 1998             Dec. 31, 1997
                                                                               ------------             -------------
              FIFO Cost:
<S>                                                                            <C>                       <C>      
                  Raw materials                                                $  72,947                 $  65,411
                  Work-in-process                                                 14,168                     8,571
                  Finished goods                                                 245,413                   201,900
                                                                                 -------                   -------
                                                                                 322,528                   275,882
              Excess of FIFO over LIFO cost                                      (20,582)                  (25,285)
                                                                                --------                  --------
                                                                                $311,946                  $250,597
                                                                                 =======                   =======
</TABLE>

(6)    At July 3, 1998 and December 31, 1997, intangible and other assets, net
       include the excess of cost over net assets of businesses acquired of
       $365,737 and $303,618, respectively, net of accumulated amortization of
       $15,583 and $13,589, respectively.

(7)    In January 1998, the Company announced that the Board of Directors
       authorized the completion of a major restructuring plan, designed to
       expand the Company's global market leadership and accelerate quality
       growth. Major initiatives include the centralization of procurement on a
       global basis and the consolidation of manufacturing and distribution
       worldwide. During the second quarter, the Company recorded a pretax
       charge of $8,546, or $.04 per Common Share, in conjunction with the
       restructuring plan.

<PAGE>   8


                    RUBBERMAID INCORPORATED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                (Dollars in thousands except per share amounts)



       For the six months ended July 3, 1998 the pretax restructuring charge is
       $51,928, or $.23 per Common Share. This charge relates primarily to the
       closure of three facilities, including $32,197 for the write-down of
       assets to their fair market value. Other restructuring costs cover
       severance benefits relating to the elimination of approximately 575
       positions, expenditures incurred for the consolidation review of
       operations and distribution facilities in North America and Europe, and
       other restructuring activities.

(8)    In June 1997, the Financial Accounting Standards Board issued Statement
       of Financial Accounting Standards No. 130, "Reporting Comprehensive
       Income", which is effective for fiscal years beginning after December 15,
       1997. Comprehensive income includes net income and other revenues,
       expenses, gains, and losses that are excluded from net income but
       included as a component of total shareholders' equity. Comprehensive
       income for the quarters ended July 3, 1998 and June 30, 1997 was $49,341
       and $47,205, respectively, while, for the six-month periods then ended,
       comprehensive income was $61,751 and $78,007, respectively. The
       difference between comprehensive income and net income is comprised of
       the effect of foreign currency translation adjustments and hedging
       activity in accordance with Financial Accounting Standards Board
       Statement No. 52, "Foreign Currency Translation." The accumulated balance
       of foreign currency translation adjustments and hedging activity,
       excluded from net income, is presented in the Condensed Consolidated
       Balance Sheet as "Accumulated other comprehensive income."

(9)    During January 1998, the Company completed its acquisition of Curver
       Consumer Products, the European market leader in plastic consumer goods,
       from DSM N.V. The acquisition includes all Curver facilities, brands, and
       other assets and liabilities, in a total transaction valued at $128,344,
       net of cash. The Curver acquisition was accounted for as a purchase and
       was funded with a combination of debt and cash.

(10)   In April 1998, the Company sold the assets representing the operations of
       the decorative coverings product line to Decora Industries, Inc., a
       global manufacturer and supplier of consumer decorative self-adhesive
       products and surface coverings. The net proceeds from this sale of
       $51,262 resulted in a pretax gain of $24,141, or $.10 per Common Share
       for the quarter ended July 3, 1998.

(11)   The Company acquired certain assets of Century Products Company (Century)
       in June 1998 from Wingate Partners, a Dallas-based private equity
       investment partnership. Century is a producer and marketer of infant
       products, including car seats and car seat strollers. The transaction,
       valued at $77,550, includes the purchase of operations in Canton,
       Macedonia, and Twinsburg, Ohio and in Mexico, as well as associated
       working capital and brand names. The Century acquisition was accounted
       for as a purchase and was funded with debt.



<PAGE>   9




                    RUBBERMAID INCORPORATED AND SUBSIDIARIES

Item 2.       Management's Discussion and Analysis of Financial Condition and 
              Results of Operations

Results of Operations
- ---------------------

Net sales for the quarter ended July 3, 1998, increased 3% over the second
quarter of 1997. Core unit volume grew 1%. Acquisitions, net of divestitures,
contributed 5% to net sales. Mitigating these gains were negative price
realization and currency translation which in total, had a negative impact of
3%. The core volume at both the Juvenile Products and Graco Children's Products
businesses was unfavorably impacted by a major customer's change in buying
practices. Overall, this customer's inventory control strategy negatively
impacted core growth by approximately 2%. For the six-month period ended July 3,
1998, net sales increased by 5%. Acquisitions, net of divestitures, contributed
4% and core unit volume 4%, offset by negative price realization and currency
translation of 3%.

Net earnings for the quarter ended July 3, 1998, increased 13% over the quarter
ended June 30, 1997. Included in the 1998 quarterly results was a non-operating
pretax gain of $24.1 million offset by a $8.5 million pretax restructuring
charge. The prior year results include a non-operating, pretax gain of $134.4
million offset by a $16 million pretax restructuring charge and an $81 million
pretax asset impairment charge. Excluding both the current year and prior year
restructuring and the non-operating items, net earnings per share were 16% above
the comparable 1997 quarter. For the six-month period ended July 3, 1998, the
pretax restructuring charge aggregates to $51.9 million. Excluding restructuring
and the non-operating items, net earnings per share were 13% above the six-month
1997 period. This was primarily attributable to the increase in net sales volume
and resin deflation, partially offset by higher selling, general, and
administrative expenses which were impacted by acquisitions and increased
consumer advertising spending.

Cost of sales as a percentage of net sales for three-month and six-month periods
ended July 3, 1998, was 70.9% and 71.4%, respectively, compared to 72.8% and
72.4% for the comparable 1997 periods. The decrease was due primarily to
productivity cost improvements across the business and a decline in the price of
resin, offset by lower price realization and to a lesser extent, unfavorable
product sales mix and the impact of acquisitions, net of divestitures.

Selling, general, and administrative expenses, as a percentage of net sales, was
17.8% for both the three-month and six-month periods ended July 3, 1998,
compared with 16.7% and 17.0% for the comparable 1997 periods. The increase
primarily reflects the addition of Curver Consumer Products (Curver), acquired
during January 1998 (see the Notes to the Condensed Consolidated Financial
Statements for further information), and its above average level of selling,
general, and administrative costs. Additionally, the Company increased its
overall spending on marketing and brand building programs.

Restructuring charges incurred during the second quarter of 1998 aggregated to a
pretax charge of $8.5 million, or $.04 per Common Share. Year-to-date, the
pretax charges totaled $51.9 million, or $.23 per Common Share. The
restructuring plan, approved by the Board of Directors in January 1998, seeks to
achieve $200 million in savings by the end of the year 2000. The goal is to
realize $30 million of savings in 1998, another $100 million in 1999 and the
remainder by the end of 2000. The strategic focus of the restructuring is
threefold: (1) Centralize the procurement function on a global basis so as to
capture the scale advantages of the Company's size; (2) Centralize the strategic
management of operations so as to reduce divisional redundancy of assets and
more quickly drive best practices on efficiencies, automation, and cost controls
throughout the entire business; (3) Allow divisional management to fully focus
on the 


<PAGE>   10


consumer and customer areas of product development, marketing, customer service,
business planning, and category management. The costs incurred in the second
quarter primarily reflect the expenses associated with projects that commenced
in the first quarter. The centralization of the procurement organization was
completed near the end of the first quarter. In the area of strategic management
of operations, no significant new projects began in the second quarter. Rather,
the focus has been on completing those projects that were started in the first
quarter as well as to further analyze the manufacturing and distribution
strategies that will best accomplish the Company's vision. The review of the
operations and distribution facilities in Europe has been completed and specific
actions will commence in the second half of this year. Restructuring charges of
$16 million incurred in the second quarter of 1997 related to the completion of
the 1995 realignment program.

Other charges (credits), net, was a credit of $15.3 million for the three-month
period ended July 3, 1998 versus a credit of $42.5 for the comparable period in
1997. For the six-month period ended July 3, 1998, other charges (credits), net,
was a credit of $4.2 million versus a credit of $31.4 million for the first half
of 1997. For the quarter, interest expense was $9.9 million, down from $10.5
million in 1997. Year-to-date, interest was $19.7 million versus $21.4 million
for the first six months of 1997. Lower interest rates and the proceeds on the
sale of the decorative coverings product line offset the incremental increase
due to the financing of the Curver and Century transactions. Other items totaled
$24.4 million of income versus $52.8 million in 1997. The current year credit
reflects a $24.1 million pretax gain on the sale of the decorative coverings
product line. The 1997 amount includes a $134.4 million pretax gain on the
divestiture of the Office Products business offset by a charge of $81 million
relating to asset impairments.

The effective tax rate for the second quarter and the year-to-date of 1998 was
35.0%, compared with 50.1% in the prior year second quarter and 45.5% for the
1997 year-to-date. The 1997 second quarter, and year-to-date rate was impacted
by the non-operating activities in the second quarter. The current year rate has
increased from the overall 1997 effective tax rate on operations of 32.4%. In
1997, the Company was able to take advantage of global expansion initiatives
that allowed it to enter into rate reducing strategies that continue, but to a
lesser extent, in 1998.

Changes in Financial Condition
- ------------------------------

During the first six months of 1998, cash and cash equivalents decreased by
$67.3 million as cash used in investing activities, $229.3 million, exceeded
cash provided by operations, $51.1 million, and from financing activities,
$110.9 million. Cash used for investing activities was primarily the result of
the Company's acquisition of Curver and Century as well as investments in
capital expenditures. Cash provided by operations was primarily the result of
net earnings, excluding the gain on the sale of the decorative coverings product
line, non-cash charges relating to restructuring costs, and depreciation and
amortization exceeding the increase in working capital. Cash provided from
financing activities primarily consisted of increases in notes payable less cash
dividends paid to shareholders.

Other Matters
- -------------

Business Development

During the second quarter of 1998, the Company acquired Century Products.
Headquartered in Macedonia, Ohio, Century is a leading producer of infant
products such as car seats and car seat strollers. This acquisition had no
material effect on the Company's second quarter results of operations. Also
during the second quarter, the sale of the decorative coverings product line to
Decora Industries, Inc. was closed. For further information on both of these
transactions, see the Notes to the Condensed Consolidated Financial Statements.

<PAGE>   11


Year 2000

During 1996, the Company conducted a comprehensive review of its information
systems to identify potential Year 2000 issues. Several of the Company's
business units will be transitioned to a new Year 2000 compliant system prior to
2000. The Company has developed contingency plans in each of the business units
to correct and upgrade those existing systems where potential failures could
occur should the targeted implementation dates of the new system not be met or
if the implementation dates are after the end of the century.

A Corporate Oversight Committee (COC) has been formed to deal with both
non-information technology (non-IT) and information technology (IT) issues. Its
members represent all major functional areas within the Company. The COC has
developed an initial Year 2000 concerns list, conducted strategic planning
sessions, launched a Corporate Year 2000 Awareness program and corresponded with
suppliers requesting Year 2000 certification. Visits with major customers are
planned for the near future to discuss, identify, test and remediate, if
required, potential issues. The COC has appointed a facilitator within each
business who is responsible for identifying potential impacts on both IT and
non-IT systems at their specific business, prioritizing each risk, and
developing and implementing remediation plans where necessary. The COC is
currently focusing on identification of any significant non-IT system issues and
remediation or contingency requirements associated with identified issues.

The Company presently believes that, with converting to a new global information
system, modifications to existing software for business units with
implementation dates close to or after the end of the century, and the current
focus on non-IT issues, the Year 2000 issue will not pose significant
operational problems for the Company.

To date the funds which have been spent on specific Year 2000 issues have not
been material to the Company and based upon issues which have been identified to
date, future costs associated with the matter are not expected to have a
material impact on the business. While the Company is confident that the Year
2000 issues are manageable and will be dealt with in a timely fashion, this
conclusion is forward looking and involves uncertainty and risks. The ultimate
result may be impacted by a variety of factors such as, but not limited to,
timely implementation of the new information system and remediation of those
systems which will not be converted by 2000, the failure to identify problems
associated with non-IT systems which could materially impact the Company's
ability to transact its business and problems associated with supplier or
customer information systems which could have a similar impact.

Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities" (FAS 133), which
is effective in 2000. FAS 133 requires companies to record derivatives on the
balance sheet as assets or liabilities, measured at fair value. Gains or losses
resulting from changes in the values of those derivatives would be accounted for
depending on the use of the derivative and whether it qualifies under the
standard for hedge accounting. The Company is currently assessing the effect of
this standard, but does not anticipate a material impact on the results of
operations.


<PAGE>   12





                           PART II. OTHER INFORMATION

Item 4.       Submission of Matters to a Vote of Security Holders:

              At the Annual Meeting of Shareholders held on April 28, 1998, the
              Shareholders of Registrant elected four Directors to the Class of
              Directors whose terms expire in 2001 with voting results as
              indicated:

<TABLE>
<CAPTION>
                  Directors             No. of Votes For    No. of Votes Withheld
                  ---------             ----------------    ---------------------
                                                                
<S>                                        <C>                    <C>      
              Tom H. Barrett               130,859,077            1,723,715
              Charles A. Carroll           130,860,064            1,722,728
              Thomas J. Falk               130,866,078            1,716,714
              Steven A. Minter             130,846,844            1,735,948
</TABLE>

Item 5.       Other Information                          

              Pursuant to rules of the Securities and Exchange Commission, if a
              shareholder fails to notify Registrant prior to January 27, 1999,
              of the shareholder's intention to submit a proposal at the 1999
              Annual Meeting of Shareholders, management proxies will use their
              discretionary voting authority with regard to such proposal if it
              is raised at the Annual Meeting.

Item 6.       Exhibit and Reports on Form 8-K

              (a) Exhibit 27.  Financial Data schedule.

              (b) There were no reports on Form 8-K filed for the quarter ended
                  July 3, 1998.

                                   SIGNATURES
                                   ----------

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

                                            RUBBERMAID INCORPORATED

DATE:       August 11, 1998                       (s)   James A. Morgan
        --------------------------                ------------------------------
                                                        James A. Morgan
                                                      Senior Vice President,
                                                 General Counsel and Secretary

DATE:       August 11, 1998                       (s)    George C. Weigand
        --------------------------                ------------------------------
                                                        George C. Weigand
                                                     Senior Vice President and
                                                       Chief Financial Officer






<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AS OF JULY 3, 1998, AND RELATED CONDENSED
CONSOLIDATED STATEMENT OF EARNINGS OF THE SIX MONTH PERIOD ENDED JULY 3, 1998
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JAN-01-1999
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