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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 11, 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 5. OTHER EVENTS
On March 11, 1999, the Company and Newell Co. issued a joint press
release announcing, among other things, that the Company's stockholders had
approved the merger of the Company with a wholly-owned subsidiary of Newell
Co. at a special meeting of the Company's stockholders held on March 11,
1999. The text of the joint press release is filed as an exhibit hereto
and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Text of Press Release, dated March 11, 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 12, 1999
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EXHIBIT INDEX
Rubbermaid Incorporated
Current Report on Form 8-K
Dated March 12, 1999
Exhibit No. Title
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99.1 Text of Press Release, dated March 11, 1999.
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Exhibit 99.1
[Newell logo] News Release
Freeport, Illinois
SECURITIES LISTED NYSE/CSE
Common Stock (Symbol-NWL)
STOCKHOLDERS APPROVE NEWELL RUBBERMAID MERGER
FREEPORT, IL and WOOSTER, OH March 11, 1999 - Newell Co. (NYSE, CSE:
NWL), and Rubbermaid Incorporated (NYSE: RBD) announced today that at separate
stockholders meetings held today, their stockholders approved the previously
announced merger of Newell and Rubbermaid through a tax-free exchange of shares.
At the time of the merger, Rubbermaid shareholders will receive 0.7883 of a
share of Newell common stock for each share of Rubbermaid common stock they own.
The companies expect to complete the merger within the next two weeks. The
combined company will be called Newell Rubbermaid Inc. and will join the
exceptional financial performance and superior customer service of Newell with
the powerful brand franchises and new product development focus of Rubbermaid.
Based in Freeport, Illinois, Newell Co. is a multi-national
manufacturer and marketer of high-volume staple consumer products with 1998
sales of $3.7 billion and approximately 32,000 employees. Their products are
sold through a variety of retail and wholesale distribution channels. Business
segments include hardware and home furnishings, including Amerock cabinet
hardware, Bulldog(R) home hardware, EX Paintr(R) paint applicators,
BernzOmatic(R) torches, Kirsch(R), Levolor(R) and Newell(R) window treatments,
Intercraft(R), Decorel(R) and Holson Burnes(R) picture frames and LeeRowan(R)
home storage, office products such as Sanford(R), Berol(R), Eberhard Faber(R)
and Rotring(R) writing instruments and Eldon(R) and Rolodex(R) office storage
and organization products, and housewares, including Mirro(R), WearEver(R),
Panex(TM) and Calphalon(R) cookware, Anchor Hocking(R) glassware and Goody(R)
hair accessories.
Rubbermaid Incorporated, headquartered in Wooster, Ohio, is a
multi-national, leading-brand manufacturer and marketer of high-quality,
innovative products, including Rubbermaid(R) consumer and commercial products,
Little Tikes(R) traditional toys and commercial play systems, and Graco(R) and
Century(R) infant furnishings. The company employs approximately 12,000 people
around the world.
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.
At Newell
Ross A. Porter, Jr.
Vice President - Investor Relations
6833 Stalter Drive
Suite 101
Rockford, IL 61108
(815) 381-8150
