-----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, UD1K3cs8sgXAXvI2w2t6luEzbOhnY6zBIkKZOL2QN99eRJxlHjsANddVHqxucIAo oGwYXPo1IG2pGfLhp+EUXw== 0000895813-02-000119.txt : 20020710 0000895813-02-000119.hdr.sgml : 20020710 20020709181928 ACCESSION NUMBER: 0000895813-02-000119 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020709 ITEM INFORMATION: Other events FILED AS OF DATE: 20020710 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09608 FILM NUMBER: 02699187 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: NEW NEWELL CO DATE OF NAME CHANGE: 19870713 FORMER COMPANY: FORMER CONFORMED NAME: NEWELL CO DATE OF NAME CHANGE: 19920703 8-K 1 x0709-8k.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) July 10, 2002 NEWELL RUBBERMAID INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-9608 36-3514169 -------- ------ ---------- (State of Other (Commission (IRS Employer Jurisdiction File Number) Identification No.) of Incorporation) 29 East Stephenson Street Freeport, Illinois 61032-0943 -------------------------------------------- ---------- (Address Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code:(815) 235-4171 Item 5. Other Events. Set forth below are the transitional disclosures required by paragraph 61 of SFAS No. 142, updated from the transitional disclosures contained in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002. The update includes pro forma information for the quarter ended March 31, 2001 and the years ended December 31, 2001, 2000 and 1999, as if amortization of goodwill and trade names had been discontinued on January 1, 1999. The Company is making this disclosure to be incorporated by reference into its universal shelf registration statement recently filed with the Securities and Exchange Commission. TRANSITION DISCLOSURES FOR THE ADOPTION OF SFAS NOS. 141 AND 142 In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" and No. 142, "Goodwill and Other Intangible Assets" effective for fiscal years beginning after December 31, 2001. Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized, but will be subject to periodic impairment tests in accordance with the statements. Other intangible assets will continue to be amortized over their useful lives. The statement also requires business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting, and establishes new criteria for recording intangible assets separate from goodwill. Pursuant to the adoption of SFAS No. 142, all amortization expense on goodwill and intangible assets with indefinite lives ceased on January 1, 2002. The Company anticipates that the application of the nonamortization provisions will increase annual net income in 2002 by approximately $41.0 million or $0.15 per diluted share. During 2001 and the first quarter 2002, the Company performed the required impairment tests of goodwill and indefinite lived intangible assets as of January 1, 2002 and recorded a pre-tax goodwill impairment charge of $538.0 million in the first quarter of 2002 (with an after-tax charge totaling $514.9 million). There are no additional impairment charges anticipated for 2002. The cost of trade names and goodwill represented the excess of cost over identifiable net assets of businesses acquired. Prior to the adoption of SFAS No. 142, trade names acquired in a business combination were not recognized separately from goodwill. Through the year ended December 31, 2001, trade names and goodwill were amortized over 40 years and other identifiable intangible assets were amortized over 5 to 20 years. Upon adoption of SFAS No. 142, trade names have not been "carved-out" from goodwill as they had not been identified and measured at fair value in the initial recording of a business combination. A summary of changes in the Company's trade names and goodwill for the quarter ended March 31, 2002 is as follows (IN MILLIONS): Quarter Ended March 31, 2002 -------------- Balance at Period Beginning $2,316.9 Acquisitions and adjustments (34.3) Impairments - Levolor/Hardware segment (322.0) Parker/Eldon segment (126.9) Calphalon/WearEver segment (89.1) ------- Balance at Period End $1,744.6 ======= The results of operations for the quarter ended March 31, 2002 and the year ended December 31, 2001, 2000 and 1999 on a pro forma basis, restated as though the amortization for trade names and goodwill had been discontinued on January 1, 1999 are as follows (IN MILLIONS):
Quarter Ended March 31, Year Ended December 31, 2002 2001 2001 2000 1999 ---- ---- ---- ---- ---- Reported Income Before Cumulative Effect $ 51.0 $38.4 $264.6 $421.6 $ 95.4 of Accounting Change Cumulative Effect of Accounting Change (515.0) - - - - ------- ------ ------ ------ ------ Reported Net Income (Loss) $(464.0) $38.4 $264.6 $421.6 $ 95.4 Add back: Goodwill and Tradename Amortization - 10.4 53.5 44.9 41.8 ------- ------ ------ ------ ------ Adjusted Net Income (Loss) $(464.0) $48.8 $318.1 $466.5 $137.2 ======= ===== ------ ------ ------ Quarter Ended March 31, Year Ended December 31, 2002 2001 2001 2000 1999 ---- ---- ---- ---- ---- Reported Basic Net Income (Loss) Per Share $ (1.74) $0.14 $0.99 $1.57 $0.34 Add back: Goodwill and Tradename Amortization - 0.04 0.20 0.17 0.15 ------ ----- ----- ----- ----- Adjusted Basic Net Income (Loss) Per Share $ (1.74) $0.18 $1.19 $1.74 $0.49 ====== ===== ----- ----- ----- Quarter Ended March 31, Year Ended December 31, 2002 2001 2001 2000 1999 ---- ---- ---- ---- ---- Reported Diluted Net Income (Loss) Per Share $ (1.73) $0.14 $0.99 $1.57 $0.34 Add back: Goodwill and Tradename Amortization - 0.04 0.20 0.17 0.15 ------ ----- ----- ----- ----- Adjusted Diluted Net Income (Loss) Per Share $ (1.73) $0.18 $1.19 $1.74 $0.49 ====== ===== ----- ----- -----
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 hereunto duly authorized. NEWELL RUBBERMAID INC. Date: July 9, 2002 By: /s/ Brett E. Gries ------------------------------- Brett E. Gries Vice President - Accounting & Audit -----END PRIVACY-ENHANCED MESSAGE-----