-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UluEUP7jvK+wTfPCJEqSaJq8oxxj5KoBkMjYnpuwA8HWMOzjOMUuTUMDBb/yP+x1 +jBH9yxVYi0TXpkgzvpwng== 0000895813-02-000043.txt : 20020510 0000895813-02-000043.hdr.sgml : 20020510 ACCESSION NUMBER: 0000895813-02-000043 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020311 DATE AS OF CHANGE: 20020510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWELL RUBBERMAID INC CENTRAL INDEX KEY: 0000814453 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 363514169 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-84104 FILM NUMBER: 02571876 BUSINESS ADDRESS: STREET 1: 29 E STEPHENSON ST STREET 2: NEWELL CTR CITY: FREEPORT STATE: IL ZIP: 61032 BUSINESS PHONE: 8152354171 MAIL ADDRESS: STREET 1: 29 E STEPHENSON ST STREET 2: NEWELL CTR CITY: FREEPORT STATE: IL ZIP: 61032 FORMER COMPANY: FORMER CONFORMED NAME: NEWELL CO DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NEW NEWELL CO DATE OF NAME CHANGE: 19870713 S-3 1 x0311-s3.txt (As filed with the Securities and Exchange Commission on March 11, 2002 Registration No. 333- ) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- NEWELL RUBBERMAID INC. (Exact name of registrant as specified in its charter) DELAWARE 36-3514169 (State or other (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) Newell Center Dale L. Matschullat 29 East Stephenson Street Vice President - General Counsel Freeport, Illinois 61032-0943 6833 Stalter Drive, Suite 101 (815) 235-4171 Rockford, Illinois 61108 (Address, including zip code, (815) 381-8114 and telephone number, including (Name, address, including zip area code, of registrant's code, and telephone number, principal executive offices) including area code, of agent for service) ------------------ Please send copies of all communications to: Andrew A. Kling David McCarthy Schiff Hardin & Waite 6600 Sears Tower Chicago, Illinois 60606 (312) 258-5500 -------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [X] No. 333-82829 If this Form is a post effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [ ]
CALCULATION OF REGISTRATION FEE Title of each class Amount to be Proposed maximum Proposed maximum Amount of of securities to be registered offering price per aggregate offering registration fee registered unit (1) price (1) Debt Securities $50,500,000 100% $50,500,000 $4,646
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o). EXPLANATORY STATEMENT This Registration Statement on Form S-3 relates to the registration of additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the registrant's Registration Statement on Form S-3 (Registration No. 333- 82829) are incorporated by reference into this Registration Statement. Part II INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits Exhibit No. Exhibit ------- ------- 5.1 Opinion of Schiff Hardin & Waite 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Schiff Hardin & Waite (contained in their opinion filed as Exhibit 5.1) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Freeport, State of Illinois, on March 11, 2002. NEWELL RUBBERMAID INC. By: /s/ C.R. Davenport ------------------ Name: C.R. Davenport Title: Vice President - Treasurer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below on by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ William P. Sovey Chairman of the Board and Director March 11, 2002 ------------------------------------ William P. Sovey /s/ Joseph Galli, Jr. President, Chief Executive Officer March 11, 2002 ------------------------------------ and Director Joseph Galli, Jr. /s/ J. Patrick Robinson Vice President - Corporate Controller March 11, 2002 ------------------------------------ and Chief Accounting Officer J. Patrick Robinson /s/ William T. Alldredge President - Corporate Development March 11, 2002 ------------------------------------ and Chief Financial Officer William T. Alldredge /s/ Scott S. Cowen Director March 11, 2002 ------------------------------------ Scott S. Cowen /s/ Alton F. Doody Director March 11, 2002 ------------------------------------ Alton F. Doody /s/ Daniel C. Ferguson Director March 11, 2002 ------------------------------------ Daniel C. Ferguson ------------------------------------ Director Robert L. Katz /s/ William D. Marohn Director March 11, 2002 ------------------------------------ William D. Marohn /s/ Elizabeth Cuthbert Millett Director March 11, 2002 ------------------------------------ Elizabeth Cuthbert Millett /s/ Cynthia A. Montgomery Director March 11, 2002 ------------------------------------ Cynthia A. Montgomery /s/ Allan P. Newell Director March 11, 2002 ------------------------------------ Allan P. Newell /s/ Gordon R. Sullivan Director March 11, 2002 ------------------------------------ Gordon R. Sullivan
EX-5 3 xex51-s3.txt Exhibit 5.1 [Letterhead of Schiff Hardin & Waite] March 11, 2002 Newell Rubbermaid Inc. 29 East Stephenson Street Freeport, IL 61032-0943 Re: NEWELL RUBBERMAID INC. REGISTRATION STATEMENT ON FORM S-3 Ladies and Gentlemen: We have acted as counsel to Newell Rubbermaid Inc., a Delaware corporation (the "Company"), in connection with the filing of Registration Statements on Form S-3 (the "Registration Statements") with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"). The Registration Statements relate to, among other things, the registration under the Act of up to $500,000,000 of the Company's unsecured and unsubordinated debt securities ("Debt Securities"). The Debt Securities are to be issued under an indenture, dated as of November 1, 1995, between the Company and JP Morgan Chase Bank (formerly The Chase Manhattan Bank), as trustee, as filed as Exhibit 4.4 to the Company's Registration Statement on Form S-3 (File No. 33-64225) (the "Indenture"). The Debt Securities may be offered and sold pursuant to one or more underwriting or distribution agreements (each, together with any related schedule of terms, an "Underwriting Agreement") between the Company and the underwriters or agents named therein, or as otherwise provided pursuant to the Registration Statements. In this regard, we have reviewed the Registration Statements and the exhibits thereto and have examined such other documents and made such investigation as we have deemed necessary in order to enable us to render the opinions set forth below. In rendering such opinions, we have assumed that (i) the Registration Statements will have become effective under the Act and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended, (ii) a Prospectus Supplement (a "Prospectus Supplement") relating to the Debt Securities to be offered and sold as contemplated by the Registration Statements will be prepared, delivered and filed as contemplated by the Act, (iii) the Indenture represents the valid and binding obligation of the trustee thereunder and (iv) each Underwriting Agreement will be authorized, executed and delivered by or on behalf of the underwriters named therein and will represent a valid and binding obligation of each such underwriter. Based on the foregoing, we are of the opinion that: 1. The Company is a corporation duly incorporated and validly existing under the laws of the State of Delaware. 2. The Debt Securities will be valid and binding obligations of the Company, enforceable in accordance with their terms (except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws relating to or affecting enforcement of creditors' rights generally or by general equitable principles), at such time as: (a) the board of directors of the Company or a duly authorized committee thereof (the "Board of Directors") shall have established by resolution, not inconsistent with the Indenture, a series in which such Debt Securities are to be issued and the terms of such Debt Securities, and such series and terms shall have been set forth, or determined in the manner provided, in an officers' certificate or established in a supplemental indenture in accordance with the requirements of the Indenture; and (b) the issuance and sale of such Debt Securities shall have been duly authorized by the Board of Directors, and such Debt Securities shall have been duly executed, authenticated, issued, registered (if applicable) and delivered pursuant to the provisions of the Indenture and in accordance with a duly authorized, completed and executed Underwriting Agreement, as contemplated in the Registration Statements and the related Prospectus Supplement, against payment of the agreed consideration therefor. The opinions expressed above are limited to the laws of the State of Illinois and Delaware and the federal laws of the United States, and no opinion is expressed with respect to the laws of any other jurisdiction or any legal matter not expressly addressed herein. We hereby consent to the filing of this opinion as an exhibit to the Registration Statements and to the use of our name under the caption "Legal Opinion" in the prospectus constituting a part of the Registration Statements. Very truly yours, SCHIFF HARDIN & WAITE By: /s/ Andrew A. Kling ------------------------------------ Andrew A. Kling EX-23 4 xex23-s3.txt Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 25, 2002, included in the Newell Rubbermaid Inc. Form 10-K/A for the year ended December 31, 2001, and to all references to our firm included in this registration statement. ARTHUR ANDERSEN LLP Milwaukee, Wisconsin March 11, 2002 -----END PRIVACY-ENHANCED MESSAGE-----