-----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, Rxtwn3bKF457mDYNobtHznFfHukWxYEMZj/FAX6GSdf13Np2HbRkeFF0AYFF7419 EcSfL/5u37NIqHXe9yIY0g== 0000895813-96-000013.txt : 19960401 0000895813-96-000013.hdr.sgml : 19960401 ACCESSION NUMBER: 0000895813-96-000013 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960329 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09608 FILM NUMBER: 96541981 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 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A NO. 1 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended Commission file number December 31, 1995 1-9608 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 61032-0943 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (815)235-4171 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ------------------- --------------------- Common Stock, $1 par value per share, and New York Stock Exchange associated Preferred Stock Purchase Rights Chicago Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes __X__ No _____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] There were 158.7 million shares of the Registrant's common stock outstanding as of January 31, 1996. The aggregate market value of the shares of common stock (based upon the closing price on the New York Stock Exchange on that date) beneficially owned by nonaffiliates of the Registrant was approximately $3,960.3 million. For purposes of the foregoing calculation only, which is required by Form 10-K, the Registrant has included in the shares owned by affiliates those shares owned by directors and officers of the Registrant, and such inclusion shall not be construed as an admission that any such person is an affiliate for any purpose. This Amendment No. 1 is being filed in order to include Exhibit 12 to this Form 10-K. 2 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NEWELL CO. Registrant By /s/ William T. Alldredge ------------------------------ William T. Alldredge Vice President-Finance Date March 24, 1996 ---------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 24, 1996 , by the following persons on behalf of the Registrant and in the capacities indicated.
Signature Title --------- ----- /s/ William P. Sovey Vice Chairman and Chief Executive Officer ----------------------------- (Principal Executive Officer) William P. Sovey /s/ Thomas A. Ferguson President and Chief Operating ----------------------------- Officer and Director Thomas A. Ferguson /s/ Donald L. Krause Senior Vice President-Corporate Controller ----------------------------- (Principal Accounting Officer) Donald L. Krause /s/ William T. Alldredge Vice President-Finance ----------------------------- (Principal Financial Officer) William T. Alldredge /s/ Daniel C. Ferguson Chairman of the Board ----------------------------- Daniel C. Ferguson /s/ Alton F. Doody Director ----------------------------- Alton F. Doody 3 /s/ Gary H. Driggs Director ----------------------------- Gary H. Driggs /s/ Robert L. Katz Director ----------------------------- Robert L. Katz /s/ John J. McDonough Director ----------------------------- John J. McDonough /s/ Elizabeth Cuthbert Millett Director ----------------------------- Elizabeth Cuthbert Millett /s/ Cynthia A. Montgomery Director ----------------------------- Cynthia A. Montgomery /s/ Allan P. Newell Director ----------------------------- Allan P. Newell /s/ Henry B. Pearsall Director ----------------------------- Henry B. Pearsall
4 (C) EXHIBIT INDEX Exhibit Number Description of Exhibit ------- ------------------------- Item 3. Articles of 3.1 Restated Certificate of Incorporation Incorporation of Newell Co., as amended as of and By-Laws September 7, 1995. 3.2 By-Laws of Newell Co., as amended through November 9, 1995 (incorporated by reference to Exhibit 4.2 to Pre- effective Amendment No. 1 to the Company's Registration Statement on Form S-3, Reg. No. 33-64225, filed January 23, 1996). Item 4. Instruments 4.1 Restated Certificate of Incorporation of defining the Newell Co., as amended as of May 10, rights of 1995 is included in Item 3.1. security holders, 4.2 By-Laws of Newell Co., as amended including through November 9, 1995, are included indentures in Item 3.2. 4.3 Rights Agreement dated as of October 20, 1988 between the Company and First Chicago Trust Company of New York (formerly known as Morgan Shareholders Services Trust Company)(incorporated by reference to Exhibit 4 to the Company's Current Report on Form 8-K dated October 25, 1988). 4.4 Indenture dated as of April 15, 1992, between the Company and The Chase Manhattan Bank (National Association). Trustee (incorporated by reference to Exhibit 4.4 to the Company's Report on Form 8 amending the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1992). Pursuant to item 601(b)(4)(iii)(A) of Regulation S-K, the Company is not filing certain documents. The Company agrees to furnish a copy of each such document upon the request of the Commission. 5 Exhibit Number Description of Exhibit -------- ------------------------- Item 10. Material *10.1 The Newell Long-Term Savings and Contracts Investment Plan, as amended and restated effective May 1, 1993 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1993 (the "June 1993 Form 10-Q"). *10.2 The Company's Amended and Restated 1984 Stock Option Plan, as amended through February 14, 1990 (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1990 (the "1990 Form 10-K")). *10.3 Newell Co. Deferred Compensation Plan, as amended, effective October 23, 1986. *10.4 Newell Operating Company's ROA Cash Bonus Plan, effective January 1, 1977, as amended (incorporated by reference to Exhibit 10.8 to the 1981 Form S-14). *10.5 Newell Operating Company's ROI Cash Bonus Plan, effective July 1, 1966, as amended (incorporated by reference to Exhibit 10.9 to the 1981 Form S-14). *10.6 Newell Operating Company's Pension Plan for Salaried and Clerical Employees, as amended and restated, effective January 1, 1989 (incorporated by reference to Exhibit 10.2 to the June 1993 Form 10-Q). *10.7 Newell Operating Company's Pension Plan for Factory and Distribution Hourly-Paid Employees, as amended and restated, effective January 1, 1984 (incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended December 31, 1985 (File No. 0-7843) (the "1985 Form 10-K")). 6 Exhibit Number Description of Exhibit ------- ------------------------- *10.8 Newell Operating Company's Supplemental Retirement Plan for Key Executives, effective January 1, 1982, as amended (incorporated by reference to Amendment No. 2 to the Company's Registration Statement on Form S-14, File No. 2- 71121, filed February 2, 1982). 10.9 Securities Purchase Agreement dated June 21, 1985 between American Tool Companies, Inc. and the Company (incor- porated by reference to Exhibit 10.13 to the 1985 Form 10-K). *10.10 Form of Employment Security Agreement with six executive officers (incorpor- ated by reference to Exhibit 10.10 to the 1990 Form 10-K). 10.11 Letter Agreement dated as of August 13, 1991 between The Black & Decker Corpora- tion and the Company (incorporated by reference to Exhibit 1 to the Company's Statement on Schedule 13D dated August 22, 1991). 10.12 Standstill Agreement dated as of September 24, 1991 between The Black & Decker Corporation and the Company (incorporated by reference to Exhibit 3 to Amendment No. 1 to the Company's Statement on Schedule 13D dated September 26, 1991 (the "Schedule 13D Amendment")). *10.13 Newell Co. 1993 Stock Option Plan, effective February 9, 1993 (incorporated by reference to the Company's Registration Statement on Form S-8, File No. 33-67632, filed August 19, 1994). 10.14 Form of Placement Agency Agreement relating to private placement to accredited investors of unsecured notes of the Company (incorporated by reference to Exhibit 10.20 to the 1993 Form 10-K). 7 Exhibit Number Description of Exhibit ------- ------------------------- 10.15 364-Day Credit Agreement dated as of June 12, 1995 among the Company, certain of its affiliates, The Chase Manhattan Bank (National Association), as Agent and the banks whose names appear on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1995 (the "June 1995 Form 10-Q")). 10.16 Five Year Credit Agreement dated as of June 12, 1995 among the Company, certain of its affiliates, The Chase Manhattan Bank (National Association), as Agent, and the banks whose names appear on the signature pages thereto (incorporated by reference to Exhibit 10.2 to the June 1995 Form 10-Q). Item 12 Statements re 12 Statement of Computation of Fixed computation of Charges (in thousands, except ratios ratio data) Item 21. Subsidiaries 21.1 Subsidiaries of the Company. of the Registrant Item 23. Consent of 23.1 Consent of Arthur Andersen LLP. experts and counsel Item 27. Financial 27 Financial Data Schedule. Data Schedule Item 99. Additional 99 Safe Harbor Statement. Exhibits * Management contract or compensatory plan or arrangement of the Company. EX-12 2
EXHIBIT 12 STATEMENT OF COMPUTATION OF EARNINGS TO FIXED CHARGES (in thousands, except ratio data) For the Years Ended December 31, ----------------------------------------------------------- 1995 1994 1993 1992 1991 ------- -------- -------- -------- -------- Earnings Available to Fixed Charges: Income before income taxes $370,785 $329,292 $275,556 $277,564 $224,048 Fixed charges Interest Expense 49,812 29,970 19,062 20,417 13,151 Portion of rent determined to be interest (1) 12,634 10,494 8,580 6,237 5,643 Eliminate Equity in Earnings (5,993) (5,700) (3,800) (3,400) (1,200) -------- -------- -------- -------- -------- Total Earnings Available for Fixed Charges $427,238 $364,056 $299,398 $300,818 $241,642 ======== ======== ======== ======== ======== Fixed Charges Interest Expense $ 49,812 $ 29,970 $ 19,062 $ 20,417 $ 13,151 Portion of rent determined to be interest (1) 12,634 10,494 8,580 6,237 5,643 -------- -------- -------- -------- -------- Total Fixed Charges $ 62,446 $ 40,464 $ 27,642 $ 26,654 $ 18,794 ======== ======== ======== ======== ======== Ratio of Earnings to Fixed Charges 6.84 9.00 10.83 11.29 12.86 (1) 33% of gross rent expense was deemed to approximate the interest poriton of short- long-term leases.
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