SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)March 11, 2002
NEWELL RUBBERMAID INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-9608 36-3514169
(State of Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
29 East Stephenson Street
Freeport, Illinois 61032-0943
(Address Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code:(815) 235-4171
Item 5. Other Events.
On March 11, 2002, Newell Rubbermaid Inc., Banc of America
Securities LLC, Banc One Capital Markets, Inc., Barclays Bank
PLC, BNP Paribas Securities Corp., CommerzBank Capital Markets
Corp., RBC Dominion Securities Corporation, Morgan Stanley & Co.
Incorporated and Raymond James & Associates, Inc. entered into an
Underwriting Agreement (the "Underwriting Agreement") with
respect to the offering and sale of $500,000,000 of unsecured and
unsubordinated notes, consisting of $250,000,000 in 6.00% Notes
due 2007 (the "6.00% Notes due 2007") and $250,000,000 in 6.75%
Notes due 2012 (the "6.75% Notes due 2012," and together with the
6.00% Notes due 2007, the "Notes") under the Company's shelf
Registration Statements on Form S-3 (Registration Nos. 333-82829
and 333-84104). The sale is scheduled to close on March 14,
2002. The Notes will be issued pursuant to an Indenture dated as
of November 1, 1995, between Newell Rubbermaid Inc. and JPMorgan
Chase Bank (formerly The Chase Manhattan Bank (National
Association)), as trustee (as filed with the Securities and
Exchange Commission on November 14, 1995, File No. 033-64225).
A copy of the Underwriting Agreement, the form of 6.00%
Notes due 2007 and the form of 6.75% Notes due 2012 are filed as
Exhibits 1.1, 4.1 and 4.2, respectively, to this Report on Form
8-K, and hereby are incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Statements
and Exhibits
(c) Exhibits.
(1.1) Underwriting Agreement dated March 11, 2002,
among Newell Rubbermaid Inc., Banc of America
Securities LLC, Banc One Capital Markets,
Inc., Barclays Bank PLC, BNP Paribas
Securities Corp., CommerzBank Capital Markets
Corp., RBC Dominion Securities Corporation,
Morgan Stanley & Co. Incorporated and Raymond
James & Associates, Inc.
(4.1) Form of 6.00% Notes due 2007.
(4.2) Form of 6.75% Notes due 2012.
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: March 14, 2002 By: /s/ Dale L. Matschullat
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Dale L. Matschullat
Vice President - General Counsel
EXHIBIT INDEX
Exhibit No. Description
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1.1 Underwriting Agreement dated March 11, 2002,
among Newell Rubbermaid Inc., Banc of America
Securities LLC, Banc One Capital Markets, Inc.,
Barclays Bank PLC, BNP Paribas Securities Corp.,
CommerzBank Capital Markets Corp., RBC Dominion
Securities Corporation, Morgan Stanley & Co.
Incorporated and Raymond James & Associates,
Inc.
4.1 Form of 6.00% Notes due 2007
4.2 Form of 6.75% Notes due 2012