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) December 18, 2002
NEWELL RUBBERMAID INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-9608 36-3514169
(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
No.)
29 East Stephenson Street Freeport, Illinois 61032-0943
(Address Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (815) 235-4171
Item 5. Other Events.
On December 17, 2002, Newell Rubbermaid Inc., Barclays Capital
Inc., J.P. Morgan Securities Inc., Banc Once Capital Markets, Inc.,
BNP Paribas Securities Corp. and Commerzbank Capital Markets Corp.
entered into an Underwriting Agreement (the "Underwriting Agreement")
with respect to the offering and sale of unsecured and unsubordinated
notes, consisting of $250,000,000 in 4-5/8% Notes due 2009 (the
"Notes") under the Company's shelf Registration Statement on Form S-3
(Registration No. 333-88050). The sale is scheduled to close on
December 20, 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 and the form of 4-5/8% Notes
due 2009 are filed as Exhibits 1.1 and 4.1, 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 December 17, 2002,
among Newell Rubbermaid Inc., Barclays
Capital Inc., J.P. Morgan Securities Inc.,
Banc Once Capital Markets, Inc., BNP Paribas
Securities Corp. and Commerzbank Capital
Markets Corp.
(4.1) Form of 4-5/8% Notes due 2009.
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: December 18, 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 December 17, 2002,
among Newell Rubbermaid Inc., Barclays Capital
Inc., J.P. Morgan Securities Inc., Banc Once
Capital Markets, Inc., BNP Paribas Securities
Corp. and Commerzbank Capital Markets Corp.
4.1 Form of 4-5/8% Notes due 2009