(As filed with the Securities and Exchange Commission
on March 11, 2002
Registration No. 333- )
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NEWELL RUBBERMAID INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3514169
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
Newell Center Dale L. Matschullat
29 East Stephenson Street Vice President - General Counsel
Freeport, Illinois 61032-0943 6833 Stalter Drive, Suite 101
(815) 235-4171 Rockford, Illinois 61108
(Address, including zip code, (815) 381-8114
and telephone number, including (Name, address, including zip
area code, of registrant's code, and telephone number,
principal executive offices) including area code, of agent
for service)
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Please send copies of all communications to:
Andrew A. Kling
David McCarthy
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606
(312) 258-5500
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement
If the only 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]
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: [X] No. 333-82829
If this Form is a post effective amendment filed pursuant to Rule
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: [ ]
CALCULATION OF REGISTRATION FEE
Title of each class Amount to be Proposed maximum Proposed maximum Amount of
of securities to be registered offering price per aggregate offering registration fee
registered unit (1) price (1)
Debt Securities $50,500,000 100% $50,500,000 $4,646
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(o).
EXPLANATORY STATEMENT
This Registration Statement on Form S-3 relates to the
registration of additional securities pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the
registrant's Registration Statement on Form S-3 (Registration No. 333-
82829) are incorporated by reference into this Registration Statement.
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
Exhibit
No. Exhibit
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5.1 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 5.1)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of 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 Freeport, State
of Illinois, on March 11, 2002.
NEWELL RUBBERMAID INC.
By: /s/ C.R. Davenport
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Name: C.R. Davenport
Title: Vice President - Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on by the following
persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ William P. Sovey Chairman of the Board and Director March 11, 2002
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William P. Sovey
/s/ Joseph Galli, Jr. President, Chief Executive Officer March 11, 2002
------------------------------------ and Director
Joseph Galli, Jr.
/s/ J. Patrick Robinson Vice President - Corporate Controller March 11, 2002
------------------------------------ and Chief Accounting Officer
J. Patrick Robinson
/s/ William T. Alldredge President - Corporate Development March 11, 2002
------------------------------------ and Chief Financial Officer
William T. Alldredge
/s/ Scott S. Cowen Director March 11, 2002
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Scott S. Cowen
/s/ Alton F. Doody Director March 11, 2002
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Alton F. Doody
/s/ Daniel C. Ferguson Director March 11, 2002
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Daniel C. Ferguson
------------------------------------ Director
Robert L. Katz
/s/ William D. Marohn Director March 11, 2002
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William D. Marohn
/s/ Elizabeth Cuthbert Millett Director March 11, 2002
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Elizabeth Cuthbert Millett
/s/ Cynthia A. Montgomery Director March 11, 2002
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Cynthia A. Montgomery
/s/ Allan P. Newell Director March 11, 2002
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Allan P. Newell
/s/ Gordon R. Sullivan Director March 11, 2002
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Gordon R. Sullivan