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):March 15, 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) 670-2232
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
------- -----------
99.1 Press Release captioned "Newell Rubbermaid
Announces Sale of Three Businesses," dated
March 15, 2004, issued by Newell Rubbermaid Inc.
Item 12. Results of Operations and Financial Condition.
The information in this Report, including the Exhibit attached hereto,
is furnished pursuant to Item 12 of this Form 8-K. Consequently, it
is not deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, or otherwise subject to the liabilities of that
section. It may only be incorporated by reference in another filing
under the Exchange Act or Securities Act of 1933 if such subsequent
filing specifically references this Form 8-K.
On March 15, 2004, Newell Rubbermaid Inc. (the "Company") issued a
press release announcing that it had reached a definitive agreement to
sell three businesses (Burnes{R} Picture Frame, Anchor{R} Glass and
Mirro{R} Cookware) to Global Home Products, LLC, an affiliate of
Cerberus Capital Management L.P. A copy of the Company's press
release, dated March 15, 2004, is attached as Exhibit 99.1.
The press release contains the following non-GAAP financial measure -
diluted earnings per share, excluding restructuring and other charges.
For purposes of SEC Regulation G, a "non-GAAP financial measure" is a
numerical measure of a registrant's historical or future financial
performance, financial position or cash flows that excludes amounts,
or is subject to adjustments that have the effect of excluding amounts,
that are included in the most directly comparable measure calculated
and presented in accordance with GAAP in the statement of income,
balance sheet or statement of cash flows of the issuer; or includes
amounts, or is subject to adjustments that have the effect of including
amounts, that are excluded from the most directly comparable measure
so calculated and presented. Operating and statistical measures and
certain ratios and other statistical measures are not non-GAAP
financial measures. For purposes of the definition, GAAP refers to
generally accepted accounting principles in the United States.
Pursuant to the requirements of Regulation G, the Company has provided,
as a part of the press release, a reconciliation of this non-GAAP
financial measure to the most directly comparable GAAP financial
measure.
The Company has used this financial measure for several years, both in
presenting its results to stockholders and the investment community
and in its internal evaluation and management of its businesses. The
Company's management believes that the presentation of diluted earnings
per share, excluding restructuring and other charges, is useful to
investors since this measure:
* enables investors and anlysts to compare the current non-GAAP
measure with the corresponding non-GAAP measure used in the past,
* provides information with respect to earnings per share, both
historical and expected, related to continuing operations after
the Company's restructuring plan is completed, and
* permits investors to view the Company's performance using the
same tools that Company management uses to evaluate the Company's
past performance and prospects for future performance and to
gauge the Company's progress in achieving its stated goals.
Additionally, the Company uses this measure as one of the performance
goals that help determine the amount, if any, of cash bonuses for
corporate management employees under the Company's management cash
bonus plan.
While the Corporation believes that this non-GAAP financial measure is
useful in evaluating the Company, this information should be considered
as supplemental in nature and not as a substitute for or superior to
the related financial information prepared in accordance with GAAP.
Additionally, this non-GAAP financial measure may differ from similar
measures presented by other companies.
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 19, 2004 By: /s/ Dale L. Matschullat
--------------------------------
Dale L. Matschullat
Vice President - General Counsel
& Corporate Secretary
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release captioned "Newell Rubbermaid
Announces Sale of Three Businesses," dated
March 15, 2004, issued by Newell Rubbermaid Inc.