e8vk

UNITED STATES
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 28, 2005

NEWELL RUBBERMAID INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware	1-9608	36-3514169
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

10 B Glenlake Parkway
Suite 600
Atlanta, Georgia		30328
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code:(770) 407-3800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On July 28, 2005, Newell Rubbermaid Inc. (the “Company”) entered into an agreement with a subsidiary of Esselte Group Holdings AB, a Swedish corporation (“Esselte”), to acquire Esselte’s DYMO business. DYMO, headquartered in Stamford, Connecticut, is a global leader in the design, manufacture and marketing of on-demand labeling solutions, and will become part of the Company’s Office Products Group.

The purchase price is approximately $730 million in cash, payable at closing and subject to adjustment for working capital and other items. The transaction is structured as a stock purchase of various Esselte subsidiaries, and the agreement contains customary representations, warranties, covenants and conditions, as well as indemnification provisions subject to specified limitations. The transaction is subject to regulatory and other customary approvals and is expected to close by year end. The agreement is subject to termination if the transaction is not completed by December 30, 2005.

Item 7.01 Regulation FD Disclosure

A copy of the Company’s press release announcing the agreement to acquire the DYMO business, and related Acquisition of Dymo Investment Highlights, is furnished as an exhibit to this Report and incorporated by reference in this Item 7.01.

Item 9.01 Financial Statements and Exhibits.


Exhibit Number		Description
99.1		Press Release, dated July 28, 2005, issued by Newell Rubbermaid Inc., captioned “NEWELL RUBBERMAID TO ACQUIRE DYMO FROM ESSELTE,” and related Acquisition of Dymo Investment Highlights.

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 29, 2005	By:	/s/ Dale L. Matschullat
		Dale L. Matschullat
		Vice President — General Counsel and
		Corporate Secretary

EXHIBIT INDEX


Exhibit No.		Description
99.1		Press Release, dated July 28, 2005, issued by Newell Rubbermaid Inc., captioned “NEWELL
		RUBBERMAID TO ACQUIRE DYMO FROM ESSELTE,” and related Acquisition of Dymo Investment Highlights.


July 28, 2005		News Release		Page 1 of 3

NEWELL RUBBERMAID TO ACQUIRE DYMO
FROM ESSELTE

Strengthens Company’s Global Leadership Position in Office Products

Acquisition Expected to be Accretive in 2006

ATLANTA, July 28, 2005 — Newell Rubbermaid Inc. (NYSE: NWL) announced today it has reached a definitive agreement to acquire DYMO, a global leader in designing, manufacturing and marketing on-demand labeling solutions, for approximately $730 million in cash. The acquisition, which is expected to close by year-end, is subject to applicable regulatory approvals and other customary closing conditions. Newell Rubbermaid expects the acquisition to be neutral to earnings in 2005 and approximately $0.06 per share accretive in 2006. DYMO is a division of Esselte Group Holdings AB.

Through its well-known product lines including LabelWriter^®, LabelManager^®, LetraTAG^® and RhinoPro, DYMO has built a strong position in consumer, office and industrial channels in North America, Europe and Australia, supported by innovative, patented new products and broad distribution. DYMO offers a comprehensive range of manual and electronic labelmakers, PC and Macintosh connected label printers and related consumables for all its products. DYMO, headquartered in Stamford, Conn., generated global net sales of approximately $225 million in 2004.

Joseph Galli, chief executive officer of Newell Rubbermaid, said, “The combination of DYMO and our writing instruments and office products business represents a significant opportunity given the complementary nature of the product lines, distribution networks and geographies. This is an excellent example of our commitment to transform our portfolio into a focused group of leadership platforms through investment in high-quality brands with a proven track record of bringing innovative new products to the category.”

Magnus Nicolin, chief executive officer of Esselte, said, “Over the last three years we have invested heavily in DYMO to substantially build the business. Today’s announcement is a confirmation of our success in this effort.”

Newell Rubbermaid Office Products Group President, Steve Marton added, “We are excited about the opportunity to add DYMO to our leadership portfolio of branded writing instruments and office products. The talented team at DYMO has done a tremendous job developing category-leading products and technologies. By leveraging this portfolio and our strong distribution capabilities, we believe we can maximize this compelling growth opportunity.”

Phil Damiano, president of DYMO, will remain with the organization and lead this strategic business unit within Newell Rubbermaid’s Office Products Group.

Newell Rubbermaid Inc.
Atlanta, GA

Securities Listed
NYSE
Common Stock
(Symbol: NWL)

www.newellrubbermaid.com

Jesse Herron
Vice President, Investor Relations
10B Glenlake Parkway, Suite 600
Atlanta, GA 30328
Phone: 770-407-3994
Fax: 770-407-3983

Cari Davidson
Manager, Public Relations
10B Glenlake Parkway, Suite 600
Atlanta, GA 30328
Phone: 770-407-3994
Fax: 770-407-3983

FOR ESSELTE:
Chris Curran
Director of Public Relations
Office: 203-355-9022
Mobile: 203-570-7564


July 28, 2005		News Release		Page 2 of 3

Mr. Damiano said, “DYMO has an impressive track record of growth. The combined strengths of DYMO and Newell Rubbermaid in the consumer, office and industrial channels will allow us to build on this success.”

Newell Rubbermaid’s Office Products Group accounted for $1.7 billion of the company’s $6.5 billion in sales in 2004. The group manufactures and markets writing instruments, art products and office organization supplies, led by a powerful brand family including Sharpie^®, Paper Mate^®, Parker^®, Waterman^®, EXPO^®, uni-ball^®, and Rolodex^®.

Esselte plans to use the proceeds of this transaction to substantially repay all of its current outstanding debt. In that connection, Esselte plans on the closing date to call for redemption its then outstanding 7.625% senior notes due in 2011, in accordance with Article III of the note indenture.

Esselte will focus its energies on supporting its global filing and organization business which consists of Pendaflex and Oxford in the U.S. and Esselte and Leitz throughout the rest of the world. Additionally, it is expected that Esselte will devote increasingly more resources to building its creative division which is made up of the Xyron craft and hobby business. The crafting industry has been rapidly growing for the past four years. Esselte sees this business as its next growth engine.

Caution Concerning Forward-Looking Statements

The statements in this press release that are not historical in nature constitute forward-looking statements. These forward-looking statements relate to information or assumptions about the impact of the acquisition on earnings, internal sales, income/(loss), earnings per share, capital expenditures, cash flow, dividends, restructuring, impairment and other charges, potential losses on divestiture, costs and cost savings and management’s plans, projections and objectives for future operations and performance. Actual results could differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to, our dependence on the strength of retail economies in various parts of the world; competition with numerous other manufacturers and distributors of consumer products; major retailers’ strong bargaining power; changes in the prices of raw materials used by the company; our ability to develop innovative new products and to develop, maintain and strengthen our end-user brands; our ability to improve productivity and streamline operations; our ability to integrate previously acquired businesses; the risks inherent in our foreign operations and those factors listed in the company’s first quarter 2005 Form 10-Q, including Exhibit 99.1 thereto, filed with the Securities and Exchange Commission.

About Newell Rubbermaid

Newell Rubbermaid Inc. is a global marketer of consumer and commercial products with 2004 sales of $6.5 billion and a powerful brand family including Sharpie^®, Paper Mate^®, Parker^®, Waterman^®, Rubbermaid^®, Calphalon^®, Little Tikes^®, Graco^®, Levolor^®, BernzOmatic^®,

Newell Rubbermaid Inc.
Atlanta, GA

Securities Listed
NYSE
Common Stock
(Symbol: NWL)

www.newellrubbermaid.com

Jesse Herron
Vice President, Investor Relations
10B Glenlake Parkway, Suite 600
Atlanta, GA 30328
Phone: 770-407-3994
Fax: 770-407-3983

Cari Davidson
Manager, Public Relations
10B Glenlake Parkway, Suite 600
Atlanta, GA 30328
Phone: 770-407-3994
Fax: 770-407-3983

FOR ESSELTE:
Chris Curran
Director of Public Relations
Office: 203-355-9022
Mobile: 203-570-7564


July 28, 2005		News Release		Page 3 of 3

VISE-GRIP^®, IRWIN^® and LENOX^®. The company is headquartered in Atlanta, Ga., and has over 31,000 employees worldwide.

This press release and additional financial information about the company is available on the company’s web site at www.newellrubbermaid.com.

About Esselte

Esselte, whose registered office is in Solna, Sweden, and whose executive office is in Stamford, Conn., USA, is a leading global office supplies manufacturer with 2004 annual sales of approximately $1.2 billion, operations in 33 countries (including Hong Kong) and approximately 5,600 employees worldwide. The Company develops, manufactures and sells products that simplify the modern home and workplace. Esselte sells more than 20,000 different office product SKUs in over 120 countries. In addition to DYMO its principal brands include Esselte, Leitz, Pendaflex and Xyron. For more information about the company please visit www.esselte.com.

For more information about DYMO please visit www.dymo.com.

Newell Rubbermaid Inc.
Atlanta, GA

Securities Listed
NYSE
Common Stock
(Symbol: NWL)

www.newellrubbermaid.com

Jesse Herron
Vice President, Investor Relations
10B Glenlake Parkway, Suite 600
Atlanta, GA 30328
Phone: 770-407-3994
Fax: 770-407-3983

Cari Davidson
Manager, Public Relations
10B Glenlake Parkway, Suite 600
Atlanta, GA 30328
Phone: 770-407-3994
Fax: 770-407-3983

FOR ESSELTE:
Chris Curran
Director of Public Relations
Office: 203-355-9022
Mobile: 203-570-7564