-----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, GL06sWea6kb5uWSBr3zmA/Yg2zmZ2fWBC1Rz4+1qajq7lDKrTo2TKHfRBWQCO+ag TuWUQA2kDmZOHYbcOKVK2Q== 0000895813-97-000259.txt : 19971027 0000895813-97-000259.hdr.sgml : 19971027 ACCESSION NUMBER: 0000895813-97-000259 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971024 EFFECTIVENESS DATE: 19971024 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: S-8 SEC ACT: SEC FILE NUMBER: 333-38621 FILM NUMBER: 97699952 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 S-8 1 As filed with the Securities and Exchange Commission on October 23, 1997 Registration No. 333- ====================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM S-8 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 (Address of principal executive offices, including zip code) THE NEWELL LONG-TERM SAVINGS AND INVESTMENT PLAN (Full title of the plan) DALE L. MATSCHULLAT VICE PRESIDENT-GENERAL COUNSEL NEWELL CO. Newell Center 29 East Stephenson Street Freeport, Illinois 61032 (Name and address of agent for service) (815) 235-4171 (Telephone number, including area code, of agent for service) WITH A COPY TO: LAURALYN G. BENGEL SCHIFF HARDIN & WAITE 7200 SEARS TOWER CHICAGO, ILLINOIS 60606 (312) 258-5670 -------------------------------- CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Title of Securities Amount to be offering price aggregate Amount of to be Registered registered per share offering price registration fee ------------------- ------------ ---------------- ---------------- ---------------- Common Stock, par value $1.00 per share (including Preferred Stock Purchase Rights) 750,000(1) $39.9375(1) $29,953,125(1) $9,077(1) Interests in the Plan (2) (2) (2) (2)
(1) Based upon the number of shares that would be purchased by the trustee of the trust established in connection with the Newell Long-Term Savings and Investment Plan during the three to five- year period beginning with the effective date of this Registration Statement, if the estimated aggregate employee and employer contributions during such period were invested in such Common Stock at $39.9375 per share, the average of the high and low sales prices reported on the New York Stock Exchange on October 17, 1997. (See Rules 457(c) and 457(h) of the Securities Act of 1933.) (2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan described herein for which no separate fee is required. GENERAL INSTRUCTIONS -------------------- E. REGISTRATION OF ADDITIONAL SECURITIES. The contents of the registration statement on Form S-8 (File No. 33-25196) filed by the registrant with the Securities and Exchange Commission on October 31, 1988 registering its Common Stock, $1.00 par value per share, issuable pursuant to The Newell Long-Term Savings and Investment Plan, and the contents of Amendment No. 1 thereto, filed by the registrant with the Securities and Exchange Commission on November 18, 1988, registering the Preferred Stock Purchase Rights attached to the aforementioned Common Stock, are hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT All information required in this registration statement not included in the exhibits attached hereto or set forth on the signature page is set forth in the registration statement, and post effective Amendment No. 1 thereto, of the registrant on Form S-8 (File No. 33- 25196) both of which are incorporated herein by reference. ITEM 8. EXHIBITS. The Exhibits filed herewith are set forth on the exhibit index filed as part of this registration statement on page 5 hereof. 1 SIGNATURES ---------- THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, Newell Co. hereby certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 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 the 28th day of September, 1997. NEWELL CO. By: /s/ William T. Alldredge ------------------------------- William T. Alldredge Vice President - Finance Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ William P. Sovey Vice Chairman and Chief September 28, 1997 --------------------------------- Executive Officer (Principal William P. Sovey Executive Officer) and Director /s/ William T. Alldredge Vice President - Finance September 28, 1997 --------------------------------- (Principal Financial Officer) William T. Alldredge /s/ Thomas A. Ferguson, Jr. President and Chief September 28, 1997 --------------------------------- Operating Officer and Director Thomas A. Ferguson, Jr. /s/ Donald L. Krause Senior Vice President - Controller September 28, 1997 --------------------------------- Donald L. Krause /s/ Daniel C. Ferguson Chairman of the Board September 28, 1997 ---------------------------------- of Directors Daniel C. Ferguson 2 /s/ Alton F. Doody Director September 28, 1997 ---------------------------------- Alton F. Doody /s/ Gary H. Driggs Director September 28, 1997 ---------------------------------- Gary H. Driggs /s/ Robert L. Katz Director September 28, 1997 ---------------------------------- Robert L. Katz /s/ John J. McDonough Director September 28, 1997 ---------------------------------- John J. McDonough /s/ Elizabeth Cuthbert Millet Director September 28, 1997 ---------------------------------- Elizabeth Cuthbert Millet /s/ Cynthia A. Montgomery Director September 3, 1997 ---------------------------------- Cynthia A. Montgomery /s/ Allan P. Newell Director September 28, 1997 ---------------------------------- Allan P. Newell /s/ Henry B. Pearsall Director September 28, 1997 ---------------------------------- Henry B. Pearsall
3 THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the Plan Sponsor 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 October 15, 1997. THE NEWELL LONG-TERM SAVINGS AND INVESTMENT PLAN By: Newell Pension Committee By: /s/ C.R. Davenport ----------------------------- C. R. Davenport, Member By: /s/ Ronn L. Claussen ----------------------------- Ronn L. Claussen, Member 4 INDEX TO EXHIBITS ----------------- EXHIBIT NUMBER EXHIBIT ------- ------- 23 Consent of Arthur Andersen LLP 5 EX-23 2 EXHIBIT 23 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 27, 1997 included in Newell Co. s Form 10-K for the year ended December 31, 1996 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLC ----------------------------- ARTHUR ANDERSEN LLC Milwaukee, WI October 17, 1997 -----END PRIVACY-ENHANCED MESSAGE-----