1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TWELVE-MONTH PERIOD ENDED
DECEMBER 31, 1999
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For the twelve-month period ended December 31, 1999.
Commission file number: 1-4188
1. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
RUBBERMAID RETIREMENT PLAN
2. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Newell Rubbermaid Inc.
29 East Stephenson Street
Newell Center
Freeport, Illinois 61032
2
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Plan has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
RUBBERMAID RETIREMENT PLAN
Dated: June 28, 2000 /s/ Tom Nohl
------------------------------
Tom Nohl, Member,
Benefit Plans Committee
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Exhibit Index
Exhibit No.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of KPMG LLP
4
RUBBERMAID RETIREMENT PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999 AND 1998
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
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RUBBERMAID RETIREMENT PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
Table of Contents
Reports of Independent Public Accountants
Financial Statements
Statements of Net Assets Available for Plan Benefits as of December 31,
1999 and 1998
Statement of Changes in Net Assets Available for Plan Benefits for the Year
Ended December 31, 1999
Notes to Financial Statements
6
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of
Rubbermaid Retirement Plan:
We have audited the accompanying statement of net assets available for plan
benefits of the Rubbermaid Retirement Plan as of December 31, 1999, and the
related statement of changes in net assets available for plan benefits for the
year then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements of the Rubbermaid
Retirement Plan as of December 31, 1998, were audited by other auditors whose
report dated March 31, 1999, expressed an unqualified opinion on those
statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1999, and the changes in its net assets available for plan
benefits for the year then ended, in conformity with accounting principles
generally accepted in the United States.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
June 23, 2000
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INDEPENDENT AUDITORS' REPORT
Plan Administrator of
Rubbermaid Retirement Plan:
We have audited the accompanying statement of net assets available for plan
benefits of the Rubbermaid Retirement Plan (Plan) as of December 31, 1998. This
financial statement is the responsibility of the Plan's management. Our
responsibility is to express an opinion on the financial statement based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1998, in conformity with generally accepted accounting
principles.
KPMG LLP
Cleveland, Ohio
March 31, 1999
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RUBBERMAID RETIREMENT PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1999 and 1998
1999 1998
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Assets:
Investment in Rubbermaid Master Trust $356,838,392 $325,551,406
Receivables:
Employer Contribution 9,864,061 14,615,926
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Net Assets Available for Plan Benefits $366,702,453 $340,167,332
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The accompanying notes to financial statements are an integral part of these
statements.
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RUBBERMAID RETIREMENT PLAN
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1999
Additions to Assets Attributed to:
Net Investment Income from Rubbermaid Master Trust $40,943,721
Contributions:
Employer Contribution 13,378,429
Participant Contributions 9,396,994
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Total Additions 63,719,144
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Deductions from Assets Attributed to:
Benefits Paid to Participants 36,827,351
Miscellaneous 386,986
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Total Deductions 37,214,337
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Net Increase Prior to Transfers 26,504,807
Net Transfers from Other Plans 30,314
------------------
Net Increase 26,535,121
Assets Available for Plan Benefits:
Beginning of Year 340,167,332
------------------
End of Year $366,702,453
==================
The accompanying notes to financial statements are an integral part of this
statement.
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RUBBERMAID RETIREMENT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) Description of the Plan-
-----------------------
The following brief description of the Rubbermaid Retirement Plan (the
"Plan") is provided for general information purposes only. More complete
information regarding the Plan's provisions may be found in the Plan
document.
On October 20, 1998, the Plan's Sponsor entered into a definitive agreement
to merge with Newell Company ("Newell") through a tax-free exchange of
shares. This agreement was consummated effective March 24, 1999, resulting
in the Plan's sponsor becoming a wholly-owned subsidiary of Newell.
(a) General-
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The Plan is a defined contribution profit sharing plan with a 401(k)
feature covering salaried and non-bargaining hourly associates, as
defined by the Plan, of Rubbermaid Incorporated and Affiliated
Companies (the "Company") that adopt the Plan. Participation in the
Plan begins on January 1 coincident with or following an associate's
date of hire. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
(b) Employer Contributions-
----------------------
Effective April 1, 1998, the Plan provides for a fully vested Company
matching contribution equal to 50% of the first 6% of a participant's
salary deferred into the Plan and for rollovers. The Plan also
provides for a Company contribution equal to 6% of a participant's
(other than Everything Rubbermaid Store and Century Products
employees) eligible compensation with an opportunity for an additional
3% of the participant's eligible compensation based on "EVA Targets."
A participant must be employed by the Company at the end of the Plan
year and complete at least 1,000 hours during the Plan year in order
to be eligible to receive a Company contribution, subject to limited
exceptions.
(c) Employee Salary Deferral Contributions-
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A 401(k) salary deferral feature is included in the Plan, allowing
participants to make pretax salary deferrals of base compensation.
(d) Participant Accounts-
--------------------
Separate accounts are maintained for each participant. Contributions
are invested, as instructed by the participants, in one or more of the
available investment funds. Each participant's account is credited
with contributions, if any, and earnings.
(e) Vesting-
-------
Participants are 100% vested in the portion of their accounts
attributable to 401(k) contributions and matching contributions (plus
earnings). Vesting in the remainder of their accounts is based upon a
seven-year graduated vesting schedule. A participant becomes 100%
vested after completing seven years of vesting service. Upon death,
disability or attainment of age 65, participants become 100% vested.
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(f) Investments Options-
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All investments are participant-directed, and participants may elect
to invest their account in the Plan in one or more of the eleven
investment funds held by the Plan. Currently, the available investment
funds include:
STABLE VALUE FUND - Seeks to provide for preservation of capital and
stability of investment returns through investments in high quality
investment contracts with insurance companies, banks or other
financial institutions.
FIDELITY PURITAN FUND - Seeks as much income as possible, consistent
with preservation of capital, by investing in a broadly diversified
portfolio of domestic and foreign common stocks, preferred stocks and
bonds, including lower quality, high yield debt securities.
SPARTAN U.S. EQUITY INDEX FUND - Seeks investment results that try to
duplicate the composition and total return of the S&P 500 and in other
securities that are based on the value of the Index
FIDELITY CONTRAFUND - Seeks long-term capital appreciation by
investing mainly in the securities of companies believed to be out of
favor or undervalued.
FIDELITY MAGELLAN FUND - Seeks long-term capital appreciation by
investing in the stocks of both well known and lesser known companies
with above average growth potential and a correspondingly higher level
of risk.
FIDELITY SMALL-CAP SELECTOR - Seeks capital appreciation by investing
primarily in companies that have market capitalizations of $750
million or less at the time of the Fund's investment.
FIDELITY DIVERSIFIED INTERNATIONAL FUND - Seeks capital growth by
investing primarily in equity securities of companies located anywhere
outside the U.S. that are included in the Morgan Stanley EAFE Index.
NEWELL RUBBERMAID INC. STOCK FUND - Invests primarily in Newell
Rubbermaid Inc. common stock.
FIDELITY U.S. BOND INDEX FUND - Seeks to provide investment results
that correspond to the aggregate price and investment performance of
the debt securities in the Lehman Brothers Aggregate Bond Index.
INVESCO DYNAMICS FUND - Seeks long-term capital growth by investing in
domestic common stocks of companies traded on U.S. securities
exchanges as well as on the over-the-counter (OTC) market.
FIDELITY EQUITY-INCOME FUND - Seeks to provide moderate income while
offering the potential for capital appreciation through investments in
income-producing stocks.
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For investment purposes only, investments of the Plan are commingled
with the investments of the Rubbermaid Retirement Plan for
Collectively-Bargained Associates. Collectively, such funds comprise
the Rubbermaid Master Trust (the "Master Trust") with Fidelity
Management Trust Company as the trustee. Allocation of the Master Trust
investments and income among plans is determined on the basis of the
value of the participant accounts attributed to each plan.
(g) Payment of Benefits-
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A participant is eligible to receive a distribution upon termination of
employment, in either a lump-sum cash payment equal to the value of his
or her vested account or periodic payments in such amounts as elected
by the participant (subject to provisions of the Plan).
(h) Participant Loans-
-----------------
Loans of up to 50% of the vested portion of the participant's
individual account may be obtained by qualified participants. The
maximum loan permissible is generally the lesser of $50,000 or one-half
of the participant's vested balance. Loans are repayable through
payroll deductions over periods ranging up to 60 months, or in the case
of home loans, up to 120 months. The interest rate is determined based
on prevailing market conditions. Interest rates on loans outstanding at
December 31, 1999 ranged from 7% to 10%.
(i) Forfeited Accounts-
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At December 31, 1999 and 1998, forfeited nonvested accounts totaled
approximately $1,466,000 and $435,000, respectively. These accounts
will be used to reduce future employer contributions. During 1999,
employer contributions were reduced by approximately $447,000 from
forfeited nonvested accounts.
(2) Significant Accounting Policies-
-------------------------------
(a) Basis of Presentation-
---------------------
The accompanying financial statements have been prepared on the
accrual basis of accounting.
(b) Investment Valuation -
---------------------
The Plan's investments are stated at fair value except for fully
benefit-responsive guaranteed principal and interest contracts included
in the Stable Value Fund, which are stated at contract value. Purchases
and sales of securities are recorded on a trade date basis.
(c) Payment of Benefits-
-------------------
Benefits are recorded when paid.
(d) Administrative Expenses-
-----------------------
All normal costs and expenses of administering the Plan and Trust are
paid by Plan participants. Any cost resulting from a participant
obtaining a loan or requesting a distribution or in-service withdrawal
may be borne by such participant or charged to the participant's
individual account.
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(e) Use of Estimates-
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The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities
and changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from these estimates.
(f) New Accounting Standard-
-----------------------
The Accounting Standards Executive Committee issued AICPA Statement of
Position (SOP) 99-3, "Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Maters", which
eliminates the requirement for a definded contribution plan to present
participant-directed investment programs. During 1999, the Plan adopted
SOP 99-3 and, as such, the 1998 financial statements have been
reclassified to eliminate the participant-directed fund investment
program disclosures.
(3) Master Trust Financial Information-
----------------------------------
As described in Note 1(f), the Plan's investments are contained in a Master
Trust in which they are combined for investment purposes with the assets of
the Rubbermaid Retirement Plan for Collectively-Bargained Associates. The
Master Trust fund assets at December 31, 1999 and 1998 are as follows:
Assets 1999 1998
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-----------------------------------
Newell Rubbermaid Inc. Stock Fund * $12,115,255 $11,568,864
Mutual Funds 272,481,883 246,343,492
Stable Value Fund 224,231,031 214,206,755
Loans to Participants 9,728,457 9,921,479
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Total Assets $518,556,626 $482,040,590
===================================
*Represents a party-in-interest.
1999 1998
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Amount Percent Amount Percent
------------------ ---------- ----------------- ----------
Rubbermaid Retirement Plan $356,838,392 68.8% $325,551,406 67.5%
Rubbermaid Retirement Plan for
Collectively-Bargained Associates 161,718,234 31.2 156,489,184 32.5
------------------ ---------- ----------------- ----------
Total Assets $518,556,626 100.0% $482,040,590 100.0%
================== ========== ================= ==========
The Master Trust is invested in a Stable Value Fund that invests primarily
in guaranteed investment contracts ("GIC"), separate account portfolios
("SAP") and synthetic guaranteed investment contracts ("SYN"). The
crediting interest rate for the fund was 6.10% and 6.12% as of December 31,
1999 and 1998, respectively. The fund's blended rate of return for the year
was 6.13% and 6.12% in 1999 and 1998, respectively.
The crediting rates for SAP and SYN contracts are reset periodically and
are based on the market value of the underlying portfolio of assets backing
these contracts. Inputs used to determine the crediting rate include each
contract's portfolio market value, current yield-to-maturity, duration
(i.e., weighted average life), and market value relative to contract value.
All contracts have a guaranteed rate of 0% or higher.
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The contract values and fair values of investment contracts included in the
Stable Value Fund as of December 31, 1999 and 1998 are as follows:
Contract Value Fair Value
------------------------------------ ------------------------------------
1999 1998 1999 1998
------------------ ----------------- ----------------- ------------------
Guaranteed Investment Contracts $21,252,179 $44,018,146 $21,297,592 $44,361,016
Synthetic Guaranteed Investment
Contracts 133,491,859 100,706,060 130,432,760 103,221,508
Separate Account Guaranteed
Investment Contracts 57,971,897 61,891,290 56,442,510 63,099,692
------------------ ----------------- ----------------- ------------------
$212,715,935 $206,615,496 $208,172,862 $210,682,216
================== ================= ================= ==================
Included in the fair value of synthetic guaranteed investment contracts as
of December 31, 1999 and 1998 are $(3,000,063) and $0, respectively,
related to wrapper contracts which guarantee the contract value of the
synthetic guaranteed investment contracts for participant-initiated
withdrawal events.
Master Trust income and its allocation to the participating plans for the
year ended December 31, 1999 is as follows:
Interest and Dividends $29,091,185
Realized Gains, Net 17,608,936
Unrealized Appreciation (Depreciation) in the Fair Value of
Investments by Type:
Stock Funds (4,105,235)
Mutual Funds 18,721,147
----------------
Total Unrealized Appreciation 14,615,912
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Total Master Trust Income $61,316,033
================
Master Trust Income Amount Percent
------------------- ---------------- -----------
Rubbermaid Retirement Plan $40,943,721 66.8%
Rubbermaid Retirement Plan for Collectively-
Bargained Associates 20,372,312 33.2
---------------- -----------
Total Master Trust Income $61,316,033 100.0%
================ ===========
(4) Plan Termination-
----------------
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts, and
the Trustee shall distribute the assets in accordance with the terms of the
Plan and the trust agreement.
(5) Tax Status-
----------
The Internal Revenue Service has determined and informed the Company by
letter dated June 2, 1999, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC).
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
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(6) Reconciliation of Net Assets to Form 5500-
-----------------------------------------
As of December 31, 1999, the Plan had $2,870 of pending distributions to
participants who elected to withdraw from the Plan. This amount is recorded
as a liability in the Plan's Form 5500; however, this amount is not
recorded as a liability in the accompanying statement of net assets
available for plan benefits in accordance with generally accepted
accounting principles.
The following table reconciles net assets available for plan benefits per
the financial statements to the Form 5500 as filed by the Company for the
year ended December 31, 1999:
Benefits Net Assets
Payable to Benefits Available for
Participants Paid Plan Benefits
-------------- ---------------- ------------------
Per Financial Statements $ $36,827,351 $366,702,453
-
1999 Amounts Pending Distribution to Participants 2,870 2,870 (2,870)
---------- ---------------- ------------------
Per Form 5500 $2,870 $36,830,221 $366,699,583
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