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): April 13, 2004
NEWELL RUBBERMAID INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-9608 36-3514169
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
10 B Glenlake Parkway
Suite 600
Atlanta, Georgia 30328
(Address of Principal Executive (Zip Code)
Offices)
Registrant's Telephone Number, Including Area Code: (770) 407-3800
Item 2. Acquisition or Disposition of Assets.
On April 13, 2004, Newell Rubbermaid Inc. (the "Company")
completed the sale of its Burnes{R} picture frame, Anchor{R} glass and
Mirro{R} Cookware businesses to Global Home Products, LLC, an
affiliate of Cerberus Capital Management L.P., for a purchase price of
approximately $320 million, paid in a combination of cash and the
Company's retention of accounts receivable of the divested businesses.
A portion of this amount equal to $10 million will be applied as a
credit to the purchaser against fees for transition services to be
provided by the Company. The purchase price is subject to various
post-closing adjustments, principally with regard to changes in
working capital. The disposition was effected through the sale of the
capital stock of the Company's principal subsidiaries engaged in the
Burnes{R} Picture Frame and Anchor{R} Glass businesses and of
substantially all the assets used primarily in the cookware and
bakeware business conducted under the brands Mirro{R}, WearEver{R},
AirBake{R}, Regal{R}, Club{R} and Royal Diamond{R}. Copies of the
Stock and Asset Purchase Agreement and Amendment No. 1 thereto are
attached, respectively, as Exhibit 2.1 and Exhibit 2.2 hereto.
Item 7. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The accompanying unaudited pro forma consolidated
balance sheet as of December 31, 2003 and the related unaudited pro
forma consolidated statements of operations for each of the
years ended December 31, 2003, 2002 and 2001 are based on the
historical financial condition and results of operations of the
Company, adjusted to give effect to the sale of the Company's
Burnes{R} Picture Frame, Anchor{R} Glass and Mirro{R} Cookware
businesses described in Item 2 as well as the sales of the Company's
Panex Brazilian low-end cookware division and its Frames Europe
businesses in France, Spain and the United Kingdom on January 31,
2004. The pro forma consolidated balance sheet has been
prepared assuming the sales occurred as of December 31, 2003. The
pro forma consolidated statements of operations have been
prepared assuming that the sales occurred as of January 1, 2001.
The accompanying unaudited pro forma financial statements are not
necessarily indicative of the financial condition or results of
operations that would have been reported had the sales occurred on
the dates specified, nor is it indicative of the Company's future
financial condition or results of operations. The unaudited pro forma
financial statements should be read in conjunction with the historical
consolidated financial statements of the Company, including the notes
thereto, in the Company's Form 10-K for the year ended December 31, 2003.
NEWELL RUBBERMAID INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED, IN MILLIONS EXCEPT PER SHARE DATA)
TWELVE MONTHS ENDED DECEMBER 31, 2003
-------------------------------------
PRO FORMA
ADJUSTMENTS
AS REPORTED (A) PRO FORMA
----------- ------------ ---------
Net sales $7,750.0 ($792.0) $6,958.0
Cost of products sold 5,682.8 (683.7) 4,999.1
--------- -------- --------
GROSS MARGIN 2,067.2 (108.3) 1,958.9
Selling, general and administrative expenses 1,352.9 (113.1) 1,239.8
Impairment charge 289.4 (254.9) 34.5
Goodwill Amortization - - -
Restructuring costs 245.0 (60.8) 184.2
--------- -------- --------
OPERATING INCOME 179.9 320.5 500.4
Nonoperating expenses (income)
Interest expense, net 140.1 - 140.1
Other, net 19.7 - 19.7
--------- -------- --------
Net nonoperating expenses 159.8 - 159.8
--------- -------- --------
INCOME BEFORE INCOME TAXES 20.1 320.5 340.6
Income taxes 66.7 58.5 125.2
--------- -------- --------
(LOSS)/INCOME BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGE (46.6) 262.0 215.4
Cumulative effect of accounting change,
net of tax - - -
--------- -------- --------
NET (LOSS)/INCOME ($46.6) $262.0 $215.4
========= ======== ========
Earnings per common share from
continuing operations:
Basic
Before Cumulative Effect of Accounting Change ($0.17) $0.79
Cumulative Effect of Accounting Change - -
--------- --------
Net (loss)/Income from Continuing Operations
per common share ($0.17) $0.79
Diluted
Before Cumulative Effect of Accounting Change ($0.17) $0.79
Cumulative Effect of Accounting Change - -
--------- --------
Net (loss)/Income from Continuing
Operations per common share ($0.17) $0.79
Average common shares outstanding:
Basic 274.1 274.1
Diluted 274.1 274.1
NEWELL RUBBERMAID INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED, IN MILLIONS EXCEPT PER SHARE DATA)
TWELVE MONTHS ENDED DECEMBER 31, 2002
-------------------------------------
PRO FORMA
AS REPORTED ADJUSTMENTS PRO FORMA
(A)
----------- ------------ ---------
Net sales $7,453.9 ($956.0) $6,497.9
Cost of products sold 5,394.2 (742.0) 4,652.2
-------- -------- --------
GROSS MARGIN 2,059.7 (214.0) 1,845.7
Selling, general and administrative expenses 1,307.3 (125.3) 1,182.0
Impairment charge - - -
Goodwill Amortization - - -
Restructuring costs 122.7 (20.8) 101.9
-------- -------- --------
OPERATING INCOME 629.7 (67.9) 561.8
Nonoperating expenses (income)
Interest expense, net 137.3 - 137.3
Other, net 23.9 - 23.9
-------- -------- --------
Net nonoperating expenses 161.2 - 161.2
-------- -------- --------
INCOME BEFORE INCOME TAXES 468.5 (67.9) 400.6
Income taxes 157.0 (22.7) 134.3
-------- -------- --------
(LOSS)/INCOME BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGE 311.5 (45.2) 266.3
Cumulative effect of accounting change,
net of tax (514.9) - (514.9)
-------- -------- --------
NET (LOSS)/INCOME ($203.4) ($45.2) ($248.6)
======== ======== ========
Earnings per common share from
continuing operations:
Basic
Before Cumulative Effect of Accounting Change $1.17 $1.00
Cumulative Effect of Accounting Change (1.93) (1.93)
-------- --------
Net (loss)/Income from Continuing Operations
per common share ($0.76) ($0.93)
Diluted
Before Cumulative Effect of Accounting Change $1.16 $0.99
Cumulative Effect of Accounting Change (1.92) (1.92)
-------- --------
Net (loss)/Income from Continuing
Operations per common share ($0.76) ($0.93)
Average common shares outstanding:
Basic 267.1 267.1
Diluted 268.0 268.0
NEWELL RUBBERMAID INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED, IN MILLIONS EXCEPT PER SHARE DATA)
TWELVE MONTHS ENDED DECEMBER 31, 2001
-------------------------------------
PRO FORMA
AS REPORTED ADJUSTMENTS PRO FORMA
(A)
------------ ----------- -----------
Net sales $6,909.3 ($924.9) $5,984.4
Cost of products sold 5,046.6 (687.6) 4,359.0
-------- -------- --------
GROSS MARGIN 1,862.7 (237.3) 1,625.4
Selling, general and administrative expenses 1,168.2 (139.1) 1,029.1
Impairment charge - - -
Goodwill Amortization 56.9 (10.3) 46.6
Restructuring costs 66.7 (5.6) 61.1
-------- -------- --------
OPERATING INCOME 570.9 (82.3) 488.6
Nonoperating expenses (income)
Interest expense, net 137.5 - 137.5
Other, net 17.5 - 17.5
-------- -------- --------
Net nonoperating expenses 155.0 - 155.0
-------- -------- --------
INCOME BEFORE INCOME TAXES 415.9 (82.3) 333.6
Income taxes 151.3 (30.0) 121.3
-------- --------- --------
(LOSS)/INCOME BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGE 264.6 (52.3) 212.3
Cumulative effect of accounting change,
net of tax - - -
-------- -------- --------
NET (LOSS)/INCOME $264.6 ($52.3) $212.3
======== ======== ========
Earnings per common share from
continuing operations:
Basic
Before Cumulative Effect of Accounting Change $0.99 $0.79
Cumulative Effect of Accounting Change - -
-------- --------
Net (loss)/Income from Continuing Operations
per common share $0.99 $0.79
Diluted
Before Cumulative Effect of Accounting Change $0.99 $0.79
Cumulative Effect of Accounting Change - -
-------- --------
Net (loss)/Income from Continuing
Operations per common share $0.99 $0.79
Average common shares outstanding:
Basic 266.7 266.7
Diluted 267.0 267.0
EXPLANATORY NOTE TO CONSOLIDATED STATEMENTS OF OPERATIONS AMOUNTS
(A) To eliminate the revenues and expenses of the businesses which were sold.
NEWELL RUBBERMAID INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2003
(DOLLARS IN MILLIONS)
(UNAUDITED)
PRO FORMA
ADJUSTMENTS
AS REPORTED (A) PRO FORMA
------------- ------------- -----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 144.4 $ 198.6 $ 343.0
Accounts receivable, net 1,442.6 (32.5) 1,410.1
Inventories, net 1,066.3 (179.5) 886.8
Deferred income taxes 152.7 - 152.7
Prepaid expenses and other 194.2 (10.8) 183.4
-------- ------- --------
TOTAL CURRENT ASSETS 3,000.2 (24.2) 2,976.0
OTHER LONG-TERM INVESTMENTS 15.5 - 15.5
OTHER ASSETS 196.2 (15.4) 180.8
PROPERTY, PLANT AND EQUIPMENT, NET 1,761.1 (136.0) 1,625.1
GOODWILL, NET 1,989.0 - 1,989.0
DEFERRED INCOME TAXES 68.1 - 68.1
OTHER INTANGIBLE ASSETS, NET 450.6 - 450.6
-------- ------- --------
TOTAL ASSETS $7,480.7 ($175.6) $7,305.1
======== ======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable $ 21.9 - 21.9
Accounts payable 777.4 (75.8) 701.6
Accrued compensation 131.1 (7.6) 123.5
Other accrued liabilities 996.3 (24.8) 971.5
Income taxes 81.8 (1.0) 80.8
Current portion of long-term debt 13.5 - 13.5
-------- ------- --------
TOTAL CURRENT LIABILITIES 2,022.0 (109.2) 1,912.8
LONG-TERM DEBT 2,868.6 - 2,868.6
OTHER NONCURRENT LIABILITIES 572.1 (1.0) 571.1
MINORITY INTEREST 1.7 - 1.7
STOCKHOLDERS' EQUITY:
Common stock 290.1 - 290.1
Treasury stock, at cost (411.6) - (411.6)
Additional paid-in capital 439.9 - 439.9
Retained earnings 1,865.7 (115.3) 1,750.4
Accumulated other comprehensive loss (167.8) 49.9 (117.9)
-------- ------- --------
TOTAL STOCKHOLDERS' EQUITY 2,016.3 (65.4) 1,950.9
-------- ------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $7,480.7 ($175.6) $7,305.1
======== ======= ========
EXPLANATORY NOTE TO PRO FORMA CONSOLIDATED BALANCE SHEET
(A) To record the sale of the businesses net of accounts receivable
retained and certain fees and purchase price adjustments. Based on the
net book value of the assets sold, an estimated loss on disposal of $115.3
million is reflected in retained earnings. The actual loss on disposal
to be reported from discontinued operations in the Company's consolidated
statement of operations for the quarter ended March 31, 2004 is subject
to change pending final determination of the net assets of the businesses,
transaction costs, and other adjustments.
(c) Exhibits.
Exhibit
Number Description
------- -----------
2.1 Stock and Asset Purchase Agreement, dated as of
March 12, 2004, by and between Newell Rubbermaid
Inc. and Global Home Products LLC*
2.2 Amendment No. 1 to Stock and Asset Purchase
Agreement, dated as of April 13, 2004, by and
between Newell Rubbermaid Inc. and Global Home
Products LLC
* Schedules and other attachments to the Stock and Asset Purchase
Agreement, which are listed in the forepart of the Agreement, are
omitted. The Company agrees to furnish supplementally a copy of
any schedule or other attachment to the Securities and Exchange
Commission upon request.
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: April 28, 2004 By: /s/ Dale L. Matschullat
-----------------------------
Dale L. Matschullat
Vice President - General
Counsel & Corporate Secretary
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Stock and Asset Purchase Agreement, dated as of
March 12, 2004, by and between Newell Rubbermaid
Inc. and Global Home Products LLC*
2.2 Amendment No. 1 to Stock and Asset Purchase
Agreement, dated as of April 13, 2004, by and
between Newell Rubbermaid Inc. and Global Home
Products LLC
* Schedules and other attachments to the Stock and Purchase
Agreement, which are listed in the forepart of the Agreement,
are omitted. The Company agrees to furnish supplementally a
copy of any schedule or other attachment to the Securities and
Exchange Commission upon request.