UNITED STATES
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): January 7, 2005
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)
10B Glenlake Parkway
Suite 600
Atlanta, Georgia 30328
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (770) 407-3800
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 12, 2005, Newell Rubbermaid Inc. (the "Company")
entered into an agreement for the intended sale of the Company's
Curver business to Jardin International Holding BV. The Curver
business manufactures and markets plastic products for home storage
and garage organization, food storage, laundry, bath, cleaning, closet
organization and refuse removal in various countries in Europe. The
Company's European commercial products and other European businesses
would not be affected by the sale.
The intended sale is subject to consultation with works councils,
trade unions and employees in the countries concerned. The Company
has instituted consultation with respect to the intended sale and
shall give due consideration to the opinions of such councils, unions
and employees as required by law in the context of the contemplated
sale. Completion of the intended sale would also be subject to other
customary conditions. The Company currently anticipates that the
intended sale would be completed on or before March 31, 2005.
The contemplated sale price would be $5 million, payable at
closing, and a contingent note for $5 million, subject to reduction
for working capital adjustments and payable within 12 years. There would
also be contingent payments, up to an aggregate maximum of $25
million, based on the adjusted earnings before interest and taxes of
the Curver business for the five years ended December 31, 2009. In
addition to the contemplated sale of the Curver business, the Company
would provide transitional services to the purchaser, and the
purchaser would become a supplier to the Company with regard to the
manufacture of certain products that the Company sells in other
European businesses.
The Agreement contains customary representations, warranties,
covenants and conditions. The Agreement also contains indemnification
provisions subject to specified limitations as to time and amount.
The Agreement is subject to termination if the transaction is not
completed within four months or, in certain cases, six months.
ITEM 2.05. COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.
The information under Item 1.01 above is incorporated in this
Item 2.05 by reference.
On January 7, 2005, the Company's Board of Directors authorized
the sale of the Curver business on the terms disclosed above, with an
expected closing date of March 31, 2005. In connection with this
intended transaction, the Company expects to record a non-cash loss
on the sale in the amount of $75 to $95 million in the first quarter
of 2005. The Curver business had 2004 sales of approximately $140
million.
The Company also considered alternative scenarios for the
business, but estimated that the value of the business to the Company
after accounting for the net cash to be expended under such
alternative scenarios would be maximized by a sale of the business,
primarily due to the significant restructuring liabilities that would
be incurred in such alternative scenarios.
The Curver business was previously classified in the fix
portfolio of the Company's business, as management believed that the
restructuring and other investments made in the business would produce
favorable returns in the future. These expected returns did not
materialize and in 2004, the Company began exploring alternatives for
this business, including, but not limited to, marketing the business
for potential sale. An impairment charge relating to this business of
approximately $80 million was recognized in the third quarter of 2004,
related to this change in strategic direction.
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: January 13, 2005 By: /s/ Ronald L. Hardnock
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Ronald L. Hardnock
Vice President - Corporate
Controller