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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): March 24, 1999
RUBBERMAID INCORPORATED
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(Exact name of registrant as specified in charter)
Ohio 1-4188 34-0628700
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1147 Akron Road, Wooster, Ohio 44691-6000
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (330) 264-6464
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On March 24, 1999, Rubbermaid Incorporated ("Rubbermaid") consummated
its previously announced merger (the "Merger") with Rooster Company ("Merger
Sub"), a wholly owned subsidiary of Newell Co. ("Newell"). Pursuant to the
Agreement and Plan of Merger, dated as of October 20, 1998, among Rubbermaid,
Newell and Merger Sub, Merger Sub merged with and into Rubbermaid and Rubbermaid
became a wholly owned subsidiary of Newell. As a result of the Merger, each
outstanding share of Rubbermaid common stock was converted into 0.7883 of a
share of Newell common stock. The Merger was a tax-free exchange and will be
accounted for as a pooling-of-interests.
On March 24, 1999, Newell issued a press release relating to the
consummation of the Merger, the text of which is filed as Exhibit 99.1 hereto
and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Text of Press Release, dated March 24, 1999.
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SIGNATURE
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 hereunto duly authorized.
RUBBERMAID INCORPORATED
By: /s/ James A. Morgan
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Name: James A. Morgan
Title: Senior Vice President,
General Counsel and Secretary
Dated: March 24, 1999
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EXHIBIT INDEX
Rubbermaid Incorporated
Current Report on Form 8-K
Dated March 24, 1999
Exhibit No. Title
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99.1 Text of Press Release, dated March 24, 1999.
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Exhibit 99.1
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NEWELL COMPLETES RUBBERMAID ACQUISITION
FREEPORT, IL March 24, 1999 - Newell Co. (NYSE, CSE:NWL) and Rubbermaid
Incorporated announced today that their previously announced merger has been
completed. As a result of the merger, former Rubbermaid stockholders received
.7883 of a share of Newell common stock for each share of Rubbermaid common
stock they owned. The merger was treated as a tax-free reorganization for
federal income tax purposes and will be accounted for under the pooling of
interests method of accounting. The combined company is called Newell Rubbermaid
Inc. and joins the exceptional financial performance and superior customer
service of Newell with the powerful brand franchises and product innovation of
Rubbermaid.
Based in Freeport, Illinois, Newell Rubbermaid Inc. is a multi-national
manufacturer and marketer of high-volume, branded, staple consumer products with
restated 1998 sales of $6.2 billion. Newell Rubbermaid products are sold through
a variety of retail and wholesale distribution channels in the following
business segments: household products, including Mirro(R) and Calphalon(R)
cookware, Rubbermaid(R) and Curver(R) home products, Little Tikes(R), Graco(R)
and Century(R) infant and juvenile products, Anchor Hocking(R) glassware and
Goody(R) hair accessories; hardware and home furnishings, including Levolor(R),
Kirsch(R)and Newell(R) window treatments, Amerock(R), EZ Paintr(R),
BernzOmatic(R) and Bulldog(R) hardware and tools, Intercraft(R) and Burnes(R)
picture frames and Lee Rowan(R) home storage products; and office products,
including Sanford(R), Berol(R), Sharpie(R) and Rotring(R) writing instruments
and Rolodex(R) and Eldon(R) office storage and organization products.
The statements contained in this press release that are not historical
in nature are forward- looking statements. Forward-looking statements are not
guarantees since there are inherent difficulties in predicting future results,
and actual results could differ materially from those expressed or implied in
the forward-looking statements. These factors include, without limitation, those
disclosed in Newell's and Rubbermaid's Form 10-K filings with the Securities and
Exchange Commission and in Newell's S-4 Registration Statement filed with the
Securities and Exchange Commission relating to the merger.
