-----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, PxBNHjWgJUwFMzWJjudUgpt0HWdXp5MrOLiRc3EyfQFyCgVC4Wbb/no0ZvNvElnQ w1nAK6nMQd+2I/ojG5CJMw== 0000895813-95-000088.txt : 19951119 0000895813-95-000088.hdr.sgml : 19951119 ACCESSION NUMBER: 0000895813-95-000088 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951113 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWELL CO CENTRAL INDEX KEY: 0000814453 STANDARD INDUSTRIAL CLASSIFICATION: GLASS CONTAINERS [3221] IRS NUMBER: 363514169 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-53091 FILM NUMBER: 95590533 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 POS AM 1 As filed with the Securities and Exchange Commission on November 13, 1995. Registration No. 33-53091 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________ POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 Registration Statement Under The Securities Act of 1933 _________________________________ NEWELL CO. (Exact Name of Registrant as Specified in Its Charter) Delaware 36-3514169 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) Newell Center 29 East Stephenson Street Freeport, Illinois 61032 (815) 235-4171 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Dale L. Matschullat 4000 Auburn Street Rockford, Illinois 61125 (815) 969-6101 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) With Copies to: Linda J. Wight Anthony T. Iler Schiff Hardin & Waite Irell & Manella 7200 Sears Tower 333 South Hope Street, Suite 3300 Chicago, Illinois 60606 Los Angeles, California 90071 (312) 876-1000 (213) 229-0516 _________________________________ Approximate date of commencement of the proposed sale of the securities to the public: From time to time after the effective date of this Registration Statement. If the 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] 2 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. [_] __________ If this Form is a post-effective amendment filed pursuant to 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. [_] _________________________________ The Registrant hereby amends this Registration Statement to deregister 44,338 shares of Common Stock previously registered hereby and to include a material change with respect to the plan of distribution. 3 This Post-Effective Amendment No. 2 is being filed by the Registrant to remove from registration 44,338 shares of Common Stock, par value $1.00 per share, previously registered and intended to be offered on a delayed or continued basis pursuant to Rule 415 under the Securities Act of 1933 but which have not been offered or sold and to reflect the termination of the public offering with respect to such shares of Common Stock. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Registrant certifies that it has reasonable grounds to believe that it meets all 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 Rockford, State of Illinois, on this 10th day of November, 1995. NEWELL CO. (Registrant) By: /s/ William T. Alldredge ----------------------------- William T. Alldredge Vice President - Finance Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ------ ----- /s/ William P. Sovey* Vice Chairman and Chief Executive --------------------- Officer (Principal Executive Officer) William P. Sovey and Director /s/ William T. Alldredge Vice President - Finance November 10, 1995 ----------------------- (Principal Financial Officer) William T. Alldredge /s/ Thomas A. Ferguson, Jr.* President and Chief Operating Officer ------------------------ and Director Thomas A. Ferguson, Jr. /s/ Donald L. Krause* Senior Vice President - Controller ---------------------- (Principal Accounting Officer) Donald L. Krause 13 Signature Title Date --------- ------ ----- /s/ Daniel C. Ferguson* Chairman of the Board of Directors ----------------------- Daniel C. Ferguson /s/ Alton F. Doody* Director ---------------------- Alton F. Doody /s/ Gary H. Driggs* Director ----------------------- Gary H. Driggs /s/ Robert L. Katz* Director ----------------------- Robert L. Katz /s/ Norman S. Livingston, Jr.* Director ---------------------------- Norman S. Livingston, Jr. /s/ John J. McDonough* Director --------------------------- John J. McDonough ---------------------- Director Elizabeth Cuthbert Millet /s/ Allan P. Newell* Director ----------------------- Allan P. Newell /s/ Henry B. Pearsall* Director ------------------------ Henry B. Pearsall By: /s/ William T. Alldredge November 10, 1995 --------------------------- William T. Alldredge Attorney-in-fact
14 INDEX TO EXHIBITS Exhibit Index Exhibit - ---------- -------------------------------------------------- 2.1 Agreement and Plan of Reorganization dated as of November 12, 1993 by and among Newell Co., JC Acquisition Co., Jareen Co., the David and Susan F. Lederman Revocable Trust dated July 26, 1986, as amended, and David and Susan Lederman* 2.2 Escrow Agreement dated as of November 12, 1993 by and among Newell Co., the David and Susan F. Lederman Revocable Trust dated July 26, 1986, as amended, David and Susan Lederman and Firstar Trust Company* 5 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)* 24 Powers of attorney (set forth on the signature page of this registration statement)* ___________ * Previously filed. EX-23 2 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 28, 1995 included in Newell Co.'s Form 10-K for the year ended December 31, 1994 and to all references to our Firm included in this registration statement. By: /s/Arthur Andersen LLP ------------------------------ ARTHUR ANDERSEN LLP Milwaukee, Wisconsin November 10, 1995 -----END PRIVACY-ENHANCED MESSAGE-----