Newell Rubbermaid Inc.

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Newell Rubbermaid Inc.

Newell Center
29 East Stephenson Street
Freeport, Illinois 61032-0943
U.S.A.
Telephone: (815) 235-4171
Toll Free: (800) 421-1941
Fax: (815) 381-8155
Web site: http://www.newellrubbermaid.com

Public Company
Incorporated: 1902 as W.F. Linton Company
Employees: 49,425
Sales: $6.91 billion (2001)
Stock Exchanges: New York Midwest
Ticker Symbol: NWL
NAIC: 321999 All Other Miscellaneous Wood Product Manufacturing; 323118 Blankbook, Looseleaf Binders, and Devices Manufacturing; 326199 All Other Plastics Product Manufacturing; 326299 All Other Rubber Product Manufacturing; 327212 Other Pressed and Blown Glass and Glassware Manufacturing; 332116 Metal Stamping; 332211 Cutlery and Flatware (Except Precious) Manufacturing; 332212 Hand Edge Tool Manufacturing; 332213 Saw Blade and Handsaw Manufacturing; 332214 Kitchen Utensil, Pot, and Pan Manufacturing; 332510 Hardware Manufacturing; 333992 Welding and Soldering Equipment Manufacturing; 332999 All Other Miscellaneous Fabricated Metal Product Manufacturing; 337125 Household Furniture (Except Wood and Metal) Manufacturing; 337215 Showcase, Partition, Shelving, and Locker Manufacturing; 337920 Blind and Shade Manufacturing; 339931 Doll and Stuffed Toy Manufacturing; 339932 Game, Toy, and Children’s Vehicle Manufacturing; 339941 Pen and Mechanical Pencil Manufacturing; 339942 Lead Pencil and Art Good Manufacturing; 339943 Marking Device Manufacturing; 339994 Broom, Brush, and Mop Manufacturing; 339999 All Other Miscellaneous Manufacturing

Newell Rubbermaid Inc. is a diversified manufacturer and marketer of a variety of high-volume brand-name consumer products. The firm is organized into four business groups. The Rubbermaid group makes such products as storage containers, waste and recycling containers, closet organization systems, cleaning products, outdoor play systems, high chairs, infant seats, strollers, play yards, and children’s toys and furniture; key brands include Rubbermaid, Curver, Little Tikes, Graco, and Century. The Sharpie group produces writing instruments, highlighters, art supplies, office accessories, and hair care accessories; brands include Sanford, Sharpie, Paper Mate, Parker, Waterman, Uni-Ball, Liquid Paper, Eldon, and Goody. The Levolor/Hard-ware group makes drapery hardware, window blinds and other window treatments, paint applicator products, hand torches, cabinet hardware, hand tools, and power tool accessories; among the brands of this group are Levolor, Kirsch, Newell, Amerock, BernzOmatic, and Vise-Grip. The Calphalon Home group produces cookware, bakeware, glassware, dinnerware, kitchen tools and utensils, ready-made picture frames, and photo albums; brands include Calphalon, WearEver, Regal, Anchor Hocking, Pyrex, and Burnes of Boston. The company’s products are sold primarily through mass merchandisers, including discount, variety, chain, and hardware stores, as well as warehouse clubs, hardware and houseware distributors, home improvement centers, office product superstores, and grocery and drugstores. Nearly 75 percent of the company’s revenues are generated in the United States, with 18 percent originating in Europe and 4 percent each in Canada and in Central and South America. Wal-Mart Stores, Inc. is by far the largest of Newell Rubber-maid’s customers, accounting for about 15 percent of total sales.

The two main strands of Newell Rubbermaid’s history came together in March 1999 when Newell Co. acquired Rubbermaid Incorporated. Originally founded soon after the dawn of the 20th century to make brass curtain rods, Newell evolved into a maker of a wide range of brand-name consumer products. The low-profile company grew mainly through acquisition, buying dozens of firms in the late 20th century and then improving their profitability through an integration process known as “New-ellization.” Rubbermaid was a much better known company when it was acquired by Newell, which subsequently changed its name to Newell Rubbermaid. Originally known as the Wooster Rubber Company (which was founded in 1920) and initially specializing in rubber products, Rubbermaid developed into a top maker of consumer brand-name products—primarily plastic products.

Newell’s Curtain Rod Roots

Newell Co. traces its roots to the short-lived W.F. Linton Company, an Ogdensburg, New York, firm incorporated in 1902 to make brass curtain rods. The Linton Company received $1,000 to move the company from Providence, Rhode Island, to Ogdensburg from the Ogdensburg Board of Trade, with the board’s president, Edgar A. Newell, signing off on the loan. In 1903 the company went bankrupt and Newell took control of its operations, renaming the firm Newell Manufacturing Company, Inc.

Although he was familiar with sales, Newell had no understanding of manufacturing and, as a result, hired and subsequently fired several general managers between 1903 and 1907. Edgar Newell then hired his son Allan to run Newell Manufacturing and started a new company, Newell Manufacturing Company Ltd. (Newell Ltd.), in Prescott, Canada. Established to capitalize on Ogdensburg’s location, which made shipments south costly and left Canadian distribution channels more financially attractive, Newell Ltd. purchased a small dockside building in Prescott.

Newell Manufacturing’s initial product line was composed exclusively of brass curtain rods, created through a method of tube making that utilized a waterwheel; Newell’s was powered by the nearby Oswegatchie River. In 1908 Newell began producing a greater variety of curtain rod shapes after adopting a new, faster, and more adaptable manufacturing process that used roll forming machines. By the end of the decade the Newell companies were employing about 20 people and generating annual sales of about $50,000.

Throughout Newell Manufacturing’s second decade, increasing managerial authority was given to Allan Newell, although Edgar Newell retained all voting shares of both Newell companies. In 1912 the domestic company began construction of a new factory, which was completed a year later.

Although Ogdensburg operations were sailing smoothly, by 1912 Newell Ltd. found that curtain rods were not enough to keep its operations afloat. A new manager, Lawrence “Ben” Ferguson Cuthbert, was given a chance to bail out the Canadian plant in return for a 20 percent cut of its gross profits. Between 1912 and 1913 Newell Ltd. acquired the factory it had been leasing and expanded its plating department to produce a variety of products, including towel racks, stair nosings, ice picks, and other items requiring a finish of brass, zinc, or nickel. The expanded product line spurred additional sales, and Newell Ltd. soon became profitable.

As war spread across the globe, the cost of brass rose, and Newell hired the Baker Varnish Company to devise a new metal-coating method tailored to Newell’s roll forming manufacturing process. By 1917 Newell’s curtain rods were being coated with a nontarnishable lacquer. Not only were the new rods cheaper to produce than brass rods, but because they would not tarnish, they were better suited to lace and ruffle curtains.

With its new curtain rod Newell courted and won the business of Woolworth stores, after agreeing to buy out Wool-worth’s on-hand stock of curtain rods. Newell’s first buyback deal soon paid dividends, boosting sales and helping to establish the company’s first long-term relationship with a major national retailer.

In 1920 Edgar A. Newell died and, for the first time, stockholder changes were made at the company. Cuthbert called in his profit-stake from running Newell Ltd., and, after some subsequent legal jousting, the company’s stock ownership was resolved. Allan Newell received a 64 percent share in Newell Ltd., and Cuthbert received 33 percent of Newell Manufacturing and 20 percent of Newell Ltd. Albert Newell, Edgar’s other son, who had been helping with sales, received 66 percent of Newell Manufacturing and 16 percent of Newell Ltd. Allan Newell was named chairman and president of Newell Manufacturing but bowed out of active affairs with the company, opting for a political life that eventually led him to the New York State Assembly. Albert Newell was also reluctant to be involved with the family business, and management of both companies passed to Cuthbert, who moved to Ogdensburg.

Company Perspectives:

Each and every day, our products touch millions of people where they work, where they live and where they play. Our portfolio of power brands provides a compelling platform for growth that we are leveraging with breakthrough product innovation, high-impact marketing and attention-grabbing presentation at the point of sale. At the same time, we are aggressively pursuing the type of operating efficiency that characterizes the world’s best companies.

Our vision is to create a global powerhouse in consumer and commercial products and to provide a superior return to our shareholders. Frankly, we can’t think of a more exciting opportunity.

Formation of Western Newell in 1921

In 1921 Cuthbert, the Newell brothers, and a former Ogdensburg employee named Harry Barnwell each put up $5,000 to start a new curtain rod factory in Freeport, Illinois. The new business, Western Newell Manufacturing Company, was designed to take advantage of local railroad transportation and serve as a western branch of Newell Manufacturing. Barnwell served a brief stint as Western Newell’s president before selling his 25 percent stake in the operations to Cuthbert’s cousin, Leonard Ferguson, who was recruited to manage the fledgling company. Like Newell Manufacturing, Western Newell began operations with ten employees and initially produced curtain rods in a red brick factory it rented. The company quickly became profitable, and in 1925 a new factory was erected. By 1928 Western Newell’s sales had grown to $485,000, more than twice that of Newell Ltd. and about half that of Newell Manufacturing. At the time of the stock market crash in October 1929, Western Newell was producing a wide variety of drapery hardware, including extension curtain rods, ornamental drapery rods, and pinless curtain stretchers.

Despite a dramatic slide in sales that forced the companies to lay off workers and reduce workdays, the Newell companies made it through the Great Depression without dipping into red ink. The bottom of the Depression’s well for Newell Manufacturing came in 1933 when that company logged only about one-half of its 1929 level of sales, or $425,000. With a small operational base and modest salaries, Western Newell fared the best of the two American companies during the Depression, and by 1933 the 12-year-old Western Newell, with sales figures 25 percent lower than Newell Manufacturing, had a net income 30 percent greater than the original company. In 1933 Western Newell earned $61,000 on sales of $320,000, whereas Newell Manufacturing earned $47,000 on sales of $425,000. By 1937 Western Newell, under the leadership of Ferguson, had surpassed Newell Manufacturing in both revenues and income, earning $126,000 on sales of $553,000, whereas Newell Manufacturing earned $70,000 on sales of $511,000. At Cuthbert’s suggestion, in the late 1930s the Newell brothers agreed to give Ferguson a small stake in Newell Manufacturing, effectively taking the founding company out of the hands of the Newell family, although the brothers retained rights to voting control through the late 1940s.

Between 1938 and 1939 Newell Manufacturing established a third domestic factory, this one in Los Angeles, and made its first acquisition—Drapery Hardware Ltd. of Monrovia, California (DRACO), a maker of wooden and heavy iron drapery fixtures that eventually was sold to S.H. Kress and other smaller customers. Before the 1930s drew to a close a number of officer changes were made: Cuthbert was named to succeed Allan Newell as president of Newell Manufacturing and Ferguson was named president of Western Newell, although Allan Newell remained president of Newell Ltd. and chairman of all three companies.

During World War II the Freeport factory won a coveted Army/Navy “E” Award for excellence in wartime production, churning out more than 230 million metallic belt links for machine guns within a two-year period. During the postwar decade the Newell companies enjoyed steady growth, although no new manufacturing plants were started or acquired. In 1954 the Newell family ceded further power over its namesake companies as complete operational control was given to Leonard Ferguson, who became president of all three Newell companies.

Key Dates:

1902:: Ogdensburg, New York-based W.F. Linton Company is incorporated to make brass curtain rods.
1903:: Linton goes bankrupt; Edgar A. Newell takes control of the firm, renaming it Newell Manufacturing Company, Inc.
c. 1910:: Newell forms an affiliated company in Prescott, Canada, called Newell Manufacturing Company Ltd.
1920:: The Wooster Rubber Company is formed in Woost-er, Ohio, to make toy balloons.
1921:: Another Newell-affiliated company, Western Newell Manufacturing Company, is formed to run a curtain rod factory in Freeport, Illinois.
1933:: James R. Caldwell forms an enterprise called Rubbermaid, whose first product is a red rubber dustpan.
1934:: Wooster Rubber and Rubbermaid merge, retaining the former’s corporate name and headquarters and the latter’s brand name.
1955:: Wooster Rubber goes public.
1956:: Wooster branches into plastic products, introducing a plastic dishpan.
1957:: Wooster Rubber changes its name to Rubbermaid Inc.
1966:: The Newell companies are consolidated into Newell Manufacturing Company, which is based in Freeport.
1970:: Newell Manufacturing is reincorporated in Delaware as Newell Companies, Inc.
1972:: Newell goes public.
1983:: Cookware maker Mirro Corporation is acquired by Newell.
1984:: Rubbermaid acquires the Little Tikes Company, maker of plastic toys.
1985:: Newell Companies is renamed Newell Co.
1986:: Rubbermaid acquires Microcomputer Accessories.
1987:: Glassware maker Anchor Hocking Corporation is acquired by Newell.
1993:: Newell acquires Levolor Corp., Lee/Rowan Co., and Goody Products Inc.
1994:: Newell acquires Home Fashions Inc., Faber-Castell Corporation, and Corning Incorporated’s European consumer products operation.
1996:: Rubbermaid acquires Graco Children’s Products Inc.
1997:: Newell acquires the Kirsch decorative window hardware brand and Rubbermaid’s office products unit.
1998:: Newell acquires Calphalon Corporation and two German firms: the Gardinia Group and Rotring Group; Rubbermaid acquires the Curver Group and Century Products Company.
1999:: Newell acquires Rubbermaid for $6 billion; Newell changes its name to Newell Rubbermaid Inc.
2000:: Newell Rubbermaid acquires the stationery products division of Gillette Company, gaining the Paper Mate, Parker, Waterman, and Liquid Paper brands.
2001:: Joseph Galli, Jr., comes onboard as president and CEO and launches a thorough restructuring.
2002:: The company acquires American Tool Companies, Inc., maker of hand tools and power tool accessories.

1960s and 1970s: Consolidating the Newell Companies and Going Public

During the early 1960s Newell acquired the rights to additional drapery hardware brands and names, including Angevine and Silent Gliss. In 1963 Ferguson was named chairman and chief executive of the three Newell companies and two years later his son, Daniel C. Ferguson, became president of the companies. Under the leadership of the father-and-son team, in 1966 all Newell companies were consolidated into one Illinois corporation, Newell Manufacturing Company, with headquarters in Freeport. Under the guidance of Daniel Ferguson, the $14 million family business turned its focus from its products to its customers and initiated a multiproduct strategy designed to boost sales to its existing buyers.

During the 1970s Newell continued to acquire other companies, greatly expanding its product line in the process. In 1968 Newell purchased a majority interest in Mirra-Cote Industries, a manufacturer of plastic bath accessories. In 1969 Newell acquired Dorfile Manufacturing Company, a maker of household shelving, and E.H. Tate Company, which brought the “Bulldog” line of picture hanging hardware into the Newell line of products. During the late 1960s DRACO began phasing out of manufacturing operations and finally closed its doors in the early 1970s. In 1970 the company was reincorporated in Delaware as Newell Companies, Inc. The following year Newell added sewing and knitting accessories to its product line when it acquired The Boye Needle Company, a Chicago-based world leader in knitting needles and crochet hooks, and Novel Ideas, Inc., another maker of do-it-yourself sewing materials.

In April 1972 Newell went public as an over-the-counter stock and that same year initiated an acquisition strategy that would later be replayed in various forms. Newell made an offer to buy EZ Paintr Corporation, a paint and sundries company in which Newell already had a 25 percent stake, and EZ Paintr in turn filed a pair of lawsuits to fight back against a possible takeover. But in February 1973 Newell gained majority control of EZ Paintr after its president and cofounder agreed to sell his family’s interest in the paint supply company, a move opposed by EZ Paintr’s management. By March 1973 Newell had ousted the EZ Paintr board and Daniel Ferguson had become president of the company, which yielded complete control of its stock to Newell six months later. In 1974 Newell completed another drawn-out acquisition and purchased complete control of Mirra-Cote.

In 1975 Leonard Ferguson died and a descendant of Ben Cuthbert, William R. Cuthbert, was later named chairman. Between 1976 and 1978 Newell expanded its shelving, paint, and sundries offerings and acquired Royal Oak Industries, Inc., Baker Brush Company, and Dixon Red Devil Ltd. (later renamed Dixon Applicators). During the same period the company sold some of its knitting products businesses, including Novel Ideas. In May 1978 Newell acquired 24 percent of the financially troubled BernzOmatic Corporation, a manufacturer of propane torches and other do-it-yourself hand tools. In February 1979 Newell gained operational control over BernzOmatic after its president, who had earlier sold convertible debentures to Newell, yielded his position to Ferguson and Newell had taken control of the smaller firm’s board.

In June 1979, after coming off of its first $100 million sales year, Newell began trading on the New York Stock Exchange. About the same time Newell began targeting a new customer base—the emerging mass merchandisers such as Kmart—in order to piggyback on the increasing popularity of such stores.

1980s: Accelerating the Pace of Acquisition and the Newellization Process

Newell entered the 1980s riding on the growth of mass merchandisers while continuing to expand and complement its product line through acquisitions. Between 1980 and 1981 Newell acquired the drapery hardware division of The Stanley Works and Brearley Co., a manufacturer of bathroom scales. In April 1982 Newell acquired complete control of BernzOmatic and in December of that year entered into a $60 million financing and stock purchase agreement with Western Savings & Loan Association, with the S&L paying $18.4 million for a 20 percent stake in Newell, which it gradually sold off to private investors during the next five years.

Through two separate stock deals worth more than $42 million, in 1983 Newell acquired Mirro Corporation, a maker of aluminum cookware and baking dishes. In May 1984 Newell increased its number of common stock shares from 14 million to 50 million and later that year through a stock swap acquired Foley-ASC, Inc., a maker of cookware and kitchen accessories. In May 1985 the company changed its name to Newell Co. In June 1985 Newell acquired a 20 percent stake in William E. Wright Company from a group dissenting from the majority, including three board members and the grandson of Wright Company’s founder. A few months later Newell raised its stake in Wright, a maker of sewing notions, and by the end of the year Newell had obtained majority control of the company and ousted Wright’s board and top officers.

In January 1986 William P. Sovey, former president of conglomerate AMF Inc., was named president and chief operating officer. Ferguson remained chief executive and was named to the new position of vice-chairman. In October 1986 Newell acquired the assets of Enterprise Aluminum, the aluminum cookware division of Lancaster Colony Corporation.

By 1987 Newell had acquired complete control of Wright, which was added to a list of about 30 acquisitions the company had logged since Ferguson had become president. In July 1987 Newell—true to its acquisition formula—paid $330 million to acquire control of Anchor Hocking Corporation and its targeted glassware operations. At the time of the acquisition Anchor, with $758 million in sales, had nearly double the annual revenues of Newell and provided its new parent with brand-name tabletop glassware, decorative cabinet hardware, and microwave cookware, with each product line holding a number one or two position in its respective market. Within a week after the takeover Newell began employing its usual post-acquisition strategy on a large scale, dismissing 110 Anchor employees and closing its West Virginia plant. Through this strategy, which became known as “Newellization,” Newell aimed to boost the profitability of acquired companies by improving customer service and partnerships, reducing overhead costs by centralizing administrative functions, abandoning underperforming product lines, and reducing inventory. Acquired companies continued to be “Newellized” into the early 21st century.

Between 1988 and 1989 Newell acquired several small companies that made bakeware, paint sundries, metal closures, cabinet hardware, and aluminum cookware, and sold its Carr-Lowrey specialty glass container business and its William E. Wright/Boye Needle home-sewing business. In 1989 Newell unsuccessfully tried to buy a 20-plus percent investment in Vermont American, a maker of consumer and industrial tools that turned to another suitor after suggesting Newell would be a disruptive force in its operations.

Newell closed its books on the 1980s having achieved a number of significant financial accomplishments. Between 1987 and 1989 the company’s income rose more than $48 million, while during the course of the entire decade sales spiraled from $138 million to $1.12 billion as income ballooned from $7.8 million to $85.3 million. Newell also was listed number 22 on the Forbes list of the best stocks of the 1980s, having provided a total return to stockholders that averaged 39.5 percent per year.

Early 1990s: Expanding into Office Products and Picture Frames

Newell entered the 1990s as a market leader in electronic data interchange, a computer-to-computer system that allowed Newell customers to place orders electronically. Attempting to once again piggyback on a growing mass merchandiser market—namely the trend to sell office supplies through mass retailers—in 1991 Newell entered the office products business by acquiring two small firms, Keene Manufacturing, Inc., and W.T. Rogers Company.

In 1991 Newell also increased its interests in hardware firms and agreed to invest $150 million in the Black & Decker Corporation in a stock deal giving Newell a 15 percent stake in the hardware company. (The following year Newell backed away from a move to purchase a 15 percent interest in another hardware manufacturer, Stanley Works, which had filed an antitrust suit against Newell.) In 1991 Newell also acquired a 6 percent stake in the Ekco Group Inc., a maker of houseware products, kitchen tools, and bakeware, which was later sold.

In 1992 Newell became a major force in the office products market. It acquired both Sanford Corporation, a leading producer of felt-tipped pens, plastic desk accessories, storage boxes, and other office and school supplies, and Stuart Hall Company, Inc., a well-known stationery and school supply business, in two stock swaps totaling more than $600 million. The two businesses combined brought Newell’s annual office products sales to $350 million. The year 1992 also saw Newell—in what some perceived as a return to its roots—acquire Intercraft Industries, Inc., the largest supplier of picture frames in the United States. That year Newell sold its closures business for $210 million, and the company’s books for the year reflected a record $119 million in earnings on a record $1.45 billion in sales.

In a 1992 changing-of-the-guard, Daniel Ferguson bowed out of active management to move up to chairman, replacing the retiring William Cuthbert, and Thomas A. Ferguson (no relation to Daniel and Leonard Ferguson) was named president. Sovey was named to succeed Daniel Ferguson as vice-chairman and chief executive. Although the company had another Ferguson in line to run Newell, by 1992 stock dilution had reduced insider control of the company to 15 percent. Nevertheless, four members of the 11-person board were members of the Ferguson, Cuthbert, or Newell families.

1993-98: Acquisition Spree of Nearly $2 Billion

Having already completed more than 50 acquisitions from the late 1960s through 1992, Newell completed a dizzying series of deals from 1993 through 1998. The company spent about $1.9 billion on acquisitions during this period, completing 18 major acquisitions that added about $2.6 billion in annual revenues to Newell’s coffers.

Three key deals were consummated in 1993. In April, Sunnyvale, California-based Levolor Corp. was acquired for $72.5 million, giving Newell a leading maker of window blinds that had 1992 sales of $180 million. Then in September Newell bought Lee/Rowan Co., based in St. Louis, Missouri, for $73.5 million, gaining a leading manufacturer of wire storage and organization products with $100 million in 1992 revenues; Lee/ Rowan fit in quite well alongside Newell’s Dorfile hardware and shelving brand. Two months later Newell spent $147.1 million for Goody Products Inc., which was based in Kearny, New Jersey. With sales in 1992 of about $218 million, Goody produced hair care accessories, such as brushes, barrettes, and pony tail holders, as well as Ace combs; Goody also produced OptiRay sunglasses, but Newell sold that business to Benson Eyecare Corporation in January 1994.

Rounding out its window treatments portfolio, Newell in August 1994 acquired Home Fashions Inc., based in Westminster, California. Achieving revenues of $140 million in 1993, Home Fashions produced window coverings, including vertical blinds and pleated shades, under the Del Mar and Lou verDrape brand names. In a similar move, the office products operations were bolstered through the October 1994 purchase of Faber-Castell Corporation, which specialized in pencils and rolling-ball pens under the Eberhard Faber and Uni-B all names. One month later, Newell spent $86 million to acquire Corning Incorporated’s European consumer products business, which had 1993 revenues of $130 million. This deal included manufacturing facilities in England, France, and Germany; the trademark rights and product lines for Coming’s Pyrex, Pyroflam, and Visions cookware brands in Europe, the Middle East, and Africa; and Coming’s consumer distribution network in these areas. Newell also became the distributor of Coming’s U.S.-made cookware and dinnerware products, including the Revere Ware and Corelle brands, in these same regions. This acquisition gave Newell its first major overseas foothold.

Newell gained a virtual stranglehold on the picture frame market with the acquisitions of Decorel Incorporated in October 1995 and Holson Burnes Group, Inc. in January 1996. Decorel, which had sales of more than $100 million in 1994, was the third largest U.S. maker of picture frames but also gave Newell entry into the framed-art business. North Smithfield, Rhode Island-based Holson Burnes was acquired for $33.5 million and was the number two frame supplier in the country, behind Newell itself. Its brands included Burnes of Boston photo frames, sold mainly to department stores and specialty stores, and Holson photo albums, which were distributed through mass merchandisers and discounters. Revenues in 1994 for Holson Bumes totaled $130 million. Newell also gained a stronger position in writing instruments by purchasing Berol Corporation in November 1995. Among Berol’s products were graphite and coloring pencils, and its 1994 sales exceeded $200 million.

Concluding its heaviest one-year spending spree yet, Newell spent $563.5 million to complete four major deals during 1997. Office products were the subject of two of the acquisitions, the March purchase of the Rolodex brand from Insilco Corporation and the June buyout of the office products business of Rubbermaid. Under the Rolodex brand, which generated about $68 million in 1996 revenues, were such products as card files, personal organizers, and paper punches. With 1996 sales of $162 million, the Rubbermaid unit produced desk and computer accessories, chairmats, resin-based office furniture, and storage and organization products under the Eldon and Microcomputer Accessories brands. In May 1997 Newell bought the Kirsch brand from Cooper Industries, Inc., thereby gaining the leading producer of decorative window hardware in the country, with annual sales in excess of $250 million. Then in August 1997 Newell acquired two subsidiaries of American Greetings Corporation: Acme Frame Products, Inc., producer of picture frames, and Wilhold Inc., maker of hair care accessory products. At the end of 1997 Sovey retired from active management, and he became Newell’s chairman, replacing Daniel Ferguson. Taking over Sovey’s former position of vice-chairman and CEO was John J. McDonough, who had been a senior vice-president of finance at Newell in the early 1980s and had served on the board of directors since 1992. Continuing as president and COO was Thomas Ferguson.

With the exception of the May acquisition of gourmet cook-ware maker Calphalon Corporation, all of the major 1998 acquisitions served to strengthen Newell’s position outside the United States. In March Newell acquired Swish Track & Pole from Newmond pic. With 1997 sales of $65 million, Swish was a producer and marketer of decorative and functional window furnishings in the United Kingdom, France, Belgium, and Italy. Another European window treatment maker was brought onboard in August through the purchase of the Gardinia Group, which was based in Isny, Germany, and had 1997 revenues of $160 million. Newell acquired a Brazilian maker of aluminum cookware, Panex S.A. Industria e Comercio, in June. In September the company purchased another German firm, Hamburg-based Rotring Group, which had 1997 sales of $280 million. Rotring produced writing instruments, drawing instruments, and art materials under the Rotring, Koh-I-Noor, Grumbacher, and Accent brands; it also owned a subsidiary called Cosmolab Inc. that specialized in color cosmetic pencils. Newell spent $413.3 million on its 1998 acquisitions; the company also sold off its Stuart Hall business and the plastics division of Anchor Hocking that year.

The steady stream of acquisitions paid off for Newell in the form of record earnings of $396.2 million and record revenues of $3.72 billion for 1998. The earnings figure was more than four and a half times the level of 1989, while sales had more than tripled during the same period. For the ten-year period ending in 1998, Ne well’s compound annual growth rates for sales and earnings per share were 13 percent and 16 percent, respectively. Starting with the 1994 purchase of the European consumer products unit of Corning, Newell had made a concerted overseas push; as a result, sales outside the United States increased from 8 percent of total sales in 1992 to 22 percent in 1998. It was from this position of strength that Newell announced in October 1998 by far its largest acquisition ever: the $6 billion purchase of Rubbermaid that would be consummated in March 1999.

Rubbermaid Beginnings: Toy Balloons and a Better Dustpan

The Wooster Rubber Company got its start in May 1920, when nine Wooster, Ohio, investors pooled $26,800 to form a company to manufacture toy balloons, sold under the Sunshine brand name. Wooster Rubber, contained in one building in Wooster (a small town about 50 miles south of Cleveland), was sold to Horatio B. Ebert and Errett M. Grable, two Aluminum Company of America executives, in 1927. Grable and Ebert retained the firm’s management. By the late 1920s, a new factory and office building had been constructed to house the prosperous business, but the fortunes of Wooster Rubber fell during the Great Depression. In 1934 Ebert spotted Rubbermaid products in a New England department store, and worked out a merger between the two firms.

Rubbermaid got its start in 1933, when a New England man named James R. Caldwell, who had first entered the rubber business as an employee of the Seamless Rubber Company in New Haven, Connecticut, looked around his kitchen during the depths of the Great Depression to see what he could improve. Caldwell and his wife conceived 29 products, among them a red rubber dustpan. Although the rubber dustpan, designed and manufactured by Caldwell and his wife, cost $1.00—much more than the 39-cent metal pans then available in stores—Caldwell “rang ten doorbells and sold nine dustpans,” as he recalled in an interview published in the New York Times on May 19, 1974. Convinced there was a market for his products, Caldwell gave his enterprise a name—Rubbermaid—and expanded his line to include a soap dish, a sink plug, and a drainboard mat, selling these products in department stores throughout New England.

In July 1934 Caldwell’s fledgling enterprise merged with Wooster Rubber. Still called The Wooster Rubber Company, the new group began to produce rubber household goods under the Rubbermaid brand name. With the merger, under Caldwell’s leadership, Wooster Rubber had a happy reversal in fortunes, and sales rose from $80,000 in 1935 to $450,000 in 1941. Of the 29 new products Caldwell and his wife had thought up in their kitchen in 1933, the company had marketed 27 of them by 1941.

In 1942, however, U.S. involvement in World War II caused the government to cut back civilian use of rubber, so that raw materials would be available for products necessary to the war effort. This eliminated Rubbermaid’s housewares business, but the company was able to convert to military manufacturing. Beginning with rubber parts for a self-sealing fuel tank for warplanes, and moving on to other products such as life jackets and rubber tourniquets, the company manufactured military goods through the end of the war, in 1945. In 1944 Wooster Rubber introduced an employee profit-sharing plan.

Following the advent of peace, Wooster Rubber picked up its prewar activities where it had left off, and resumed production of rubber housewares. Because wartime shortages had not yet been completely redressed, however, no coloring agents were available, and all Rubbermaid products were manufactured in black for several months. In 1947 the company introduced a line of rubber automotive accessories, including rubber floormats and cupholder s.

The company’s first international operations commenced in 1950, when Wooster Rubber began producing vinyl-coated wire goods at a plant in Ontario, Canada. By 1956 the plant was producing a complete line of Rubbermaid products.

Mid-1950s: Branching into Plastic Products

In 1955 Wooster Rubber went public, offering stock on the over-the-counter market. This capital infusion allowed the company to branch into plastic products, and in 1956 a plastic dishpan was introduced. This switch required significant retooling from the manufacture of exclusively rubber goods.

In 1957 Wooster Rubber changed its name to Rubbermaid Incorporated to increase its association with its well-known brand name. The following year, the company began its first expansion beyond its traditional focus on household goods by broadening its targeted market to include restaurants, hotels, and other institutions. Rubbermaid initially produced bathtub mats and doormats for these customers. By 1974 industrial and commercial products provided 25 percent of the company’s sales.

After James Caldwell’s retirement and a one-year stint as president by Forrest B. Shaw, the company presidency was taken over by Donald E. Noble in 1959. Noble had joined Wooster Rubber as a “temporary” associate in 1941. Also during 1959, Rubbermaid stock was sold for the first time on the New York Stock Exchange. The following year, Rubbermaid’s management set a goal of doubling the company’s earnings every six years, a goal that was consistently met throughout Noble’s tenure. Noble also placed a heavy emphasis on new product development, evidenced by the objective he set in 1968 that aimed to have 30 percent of total annual sales come from products introduced over the preceding five years.

In 1965 Rubbermaid made its first move outside North America, purchasing Dupol, a West German manufacturer of plastic housewares, whose products and operations were similar to Rubbermaid’s U.S. operations. “Our plan is to grow from within except when an acquisition can lead us into a market we already have an interest in,” Noble told the Wall Street Journal on August 2, 1965, explaining the company’s growth policy during this period.

In 1969 Rubbermaid added the sales party to its traditional marketing efforts, a sales technique first popularized by Tupper-ware. The party division had its own line of slightly more elaborate merchandise, accounting for around 10 percent of Rubbermaid’s sales within five years. Nevertheless, the party plan was not profitable until 1976.

Difficult Years in the 1970s

In the early 1970s Rubbermaid marketed a line of recreational goods such as motorboats and snow sleds, but the company lacked the necessary distribution to support the products and abandoned the effort. “We bombed,” the company’s vice-president of marketing told a Wall Street Journal reporter on June 9, 1982.

Rubbermaid continued to grow in the early 1970s, but the combination of government controls on prices and the shortage of petrochemical raw materials caused by the energy crisis of the early 1970s kept a lid on earnings. In 1971 Rubbermaid began to market its products through direct supermarket retail distribution. Although initially profitable, this practice resulted in the company running afoul of the Federal Trade Commission (FTC) in 1973. The FTC challenged the company’s pricing policies in connection with its role as distributor, charging Rubbermaid with illegal price-fixing and violations of antitrust laws. The complaint alleged that Rubbermaid engaged in price-fixing between wholesalers because it sold its products directly to some retailers—acting as its own wholesaler—and also allowed other wholesalers to sell its products, while stipulating the price for the products. Rubbermaid discontinued its minimum price agreements with wholesalers and retailers in 1975, citing pending legislation and negative public opinion. In 1976 the FTC ruled unanimously that Rubbermaid had violated antitrust laws and issued a cease-and-desist order to prevent the company from renewing these practices.

As part of its continued growth, Rubbermaid opened a new plant in La Grange, Georgia, in 1974, to relieve demand on its main Ohio plant and to supply the automotive products division. Despite rising earnings since 1968, a sharp increase in the price of raw materials, combined with a change in accounting practices, caused a large drop in Rubbermaid profits in 1974. By this time, Rubbermaid was selling 240 different items, of which about one-tenth were products introduced that year. The company continued to place strong emphasis on innovation and the introduction of new products, generated by a research-and-development staff of designers, engineers, and craftsmen. This staff built prototypes to be used and critiqued by thousands of consumers, resulting in an eight-month process from drawing board to store.

The company experienced labor unrest in 1976, when 1,100 members of the United Rubber Workers called a strike at Rubbermaid’s only unionized plant, in Wooster, Ohio, after rejecting a proposed contract. Although the strike eventually was settled amicably, traditionally the company had sought to minimize union activity by building plants outside union strongholds, in places such as Arizona, where it began construction of a plant near Phoenix in 1987 to serve its western markets. In 1985 the company successfully negotiated a contract with its Ohio workers, providing a three-year wage freeze in return for guarantees against massive layoffs.

1980s: Streamlining and Acquisitions

Noble retired in 1980, and Stanley C. Gault took over as chairman. Gault, a former General Electric Company (GE) executive and a son of one of Wooster Rubber’s founders, had grown up in Wooster and worked his way through college in a Rubbermaid plant. Despite the company’s record of steady growth throughout the 1970s, caused in part by Rubbermaid’s expansion from old-line department stores into discount and grocery stores, Gault felt that the company had become somewhat stodgy and complacent. In 1980 he set out to quadruple its sales (about $350 million in 1981) and earnings (about $25.6 million in 1982) by 1990. Anticipating a recession, Gault streamlined operations and introduced bold new products, such as the “Fun Functional” line of brightly colored containers. Gault’s stress on growth through the introduction of new products was exemplified by his continuance of the company’s campaign to reap 30 percent of each year’s sales from products introduced during the last five years.

By 1983 Gault had eliminated four of Rubbermaid’s eight divisions: the unstable party-plan business and the automotive division were each sold at a loss, and the European industrial operations centered in The Netherlands and the manufacture of containers for large-scale garbage hauling also were eliminated.

The remaining divisions were combined into two areas: home products (accounting for about 70 percent of the company’s sales) and commercial products. The home products division was further restructured into seven product groups: bathware, food preparation and “gadgets,” containers, organizers, sinkware, shelf coverings, and bird feeders and home horticulture. Rubbermaid continued to advertise heavily in both magazines and on television, emphasizing consumer promotions to get customers into the store and offering rebates and coupons for its products for the first time.

In tandem with the product reorganization, about half of Rubbermaid’s middle management was eliminated, and 11 percent of the company’s management was fired. Many top spots were filled by former GE employees.

In 1981 Rubbermaid had made its first outright acquisition, buying privately held Carian, owner of the Con-Tact plastic coverings brand name. In the 1980s Rubbermaid was able to move successfully beyond housewares and institutional customers, entering new industries through the strategic purchase of other companies. The company entered the toy industry in 1984 by buying the Little Tikes Company; went into the booming computer field in 1986, with Microcomputer Accessories; into floor care products with Seco Industries in the same year; and into the brush industry with a Canadian company, Viking Brush, in 1987.

Following these and other acquisitions, Rubbermaid created additional divisions to accommodate its new product lines. In 1987 a seasonal products division was formed to produce and sell lawn and garden products, sporting goods, and automotive accessories. A year later the company created an office products division, which included Microcomputer Accessories and—eventually—Eldon Industries, acquired in 1990. Little Tikes became the core of a juvenile products division. The three new divisions gave the company five divisions, with the preexisting home products and commercial products divisions.

Rubbermaid formed a joint venture with a French company, Allibert, to manufacture plastic outdoor furniture in North Carolina in 1989. In addition, the company expanded its capacity in plastic and rubber products in 1985 with its purchase of the Gott Corporation, maker of insulated coolers and beverage holders. Rubbermaid formed a second joint venture—with the Curver Group, owned by Dutch chemical maker DSM N.V.—in 1990 to make and sell housewares and resin furniture in European, Middle Eastern, and north African markets through Curver-Rubbermaid. This diversification resulted in continued growth throughout the 1980s, despite the rising price of petrochemical resins, the raw materials for plastics. Rubbermaid ended the 1980s with 1989 sales of $1.45 billion.

1990-98: Major Acquisitions, Two Restructurings, Declining Fortunes

Throughout the early and mid-1990s Rubbermaid continued to pump out new products at an amazing rate—about 400 annually—which along with several major acquisitions pushed sales higher every year. Net earnings grew as well, until a major restructuring in 1995-97 cut company profits. Management changes marked the early years of this period as Gault retired in 1991 and was succeeded by Walter W. Williams, who soon retired at the end of 1992. After a brief transition period during which Gault was brought back to the company, Wolfgang R. Schmitt, who had joined Rubbermaid in 1966 as a product manager, became chairman in 1993 after having attained the CEO spot the previous year and having served as cochairman with Gault during the transition period.

In 1992 the company acquired Iron Mountain Forge Corporation, an American maker of commercial playground systems. Two years later Ausplay, the leader in commercial play structures in Australia, was purchased. Both Iron Mountain and Ausplay became part of the juvenile products division. Also brought into the Rubbermaid fold in 1994 were Empire Brushes, a leading U.S. maker of brooms, mops, and brushes; and Carex Inc., which made products for the burgeoning home healthcare market. Carex was placed in the company’s commercial products division.

As of 1993, Rubbermaid generated only 11 percent of its sales outside the United States, and almost all of that went to Canada. Schmitt aimed to increase nondomestic sales to 25 percent by 2000 (later, this goal was boosted to 30 percent) and began to seek out acquisition and joint venture opportunities to help reach this goal. In 1994 the company entered into a joint venture with Richell Corporation, a leader of housewares in Japan, to form Rubbermaid Japan Inc. After abandoning its stake in Curver-Rubbermaid, a partnership that ended up being noncompatible, Rubbermaid reentered the European housewares market in 1995 when it bought Injectaplastic S.A., a French plastics manufacturer of such items as home and food storage products, camping articles, bathroom accessories, and garden products. Also in 1995 the company bought 75 percent of Dom-Plast S.A., the leading maker of plastic household products in Poland. By 1996 foreign sales were up to 16 percent of overall sales, a rate of increase that, if continued, would mean the company would fall well short of its 30 percent goal. Nevertheless, in early 1997 Rubbermaid announced that it had entered into a strategic alliance with Amway Corporation to develop and market in Japan a line of cobranded premium Rubbermaid products.

In addition to slow overseas growth, a number of other factors forced Rubbermaid to embark in the mid-1990s on its first major restructuring. In the spring of 1994 the prices of resins, used in nearly all of the company’s products, began to rise and eventually doubled, increasing manufacturing costs. Rubbermaid also faced increasing competition in the 1990s as other housewares makers improved their products but kept their prices lower than Rubbermaid’s premium prices, leading to customer defections and retailer dissatisfaction with the company’s pricing policies.

In response to these difficulties, Rubbermaid began a two-year restructuring effort in late 1995. A charge of $158 million was taken in 1995 to cover such cost-cutting moves as closing nine factories and eliminating 1,170 jobs (the charge was the company’s first ever). An earlier effort to achieve $335 million in productivity savings reached fruition in 1996. That year also saw Rubbermaid streamline its product lines, by eliminating 45 percent of its stock-keeping units (SKUs), which when combined generated only 10 percent of overall sales. The company also added a new infant product division to its organizational chart with its 1996 acquisition of Graco Children’s Products Inc., maker of strollers, play yards, and infant swings, for $320 million. But Rubbermaid also divested its office products division by selling it to Newell for $246.5 million in May 1997. At the same time the company merged its seasonal products division into its home products division, combining these operations because they had similar distribution channels. As a result of these moves, Rubbermaid was left with four divisions: home products, commercial products, juvenile products, and infant products.

The company significantly increased its overseas sales in January 1998 when it acquired its onetime partner, the Curver Group, for $143 million. Curver was the leading maker of plastic housewares in Europe, with 1996 sales of about $222 million. Meantime, despite the major restructuring launched in late 1995, Rubbermaid was still struggling. As a result, yet another restructuring was announced in January 1998. The company aimed to achieve $200 million in annual cost savings by shutting down inefficient plants, shifting production to lower-cost locations, centralizing purchasing, and cutting the workforce. By the fall of 1998 Rubbermaid also had divested three of its businesses, including its decorative coverings unit, which included the Con-Tact brand, and had launched the largest consumer advertising campaign in company history. Rubbermaid also completed one more acquisition in 1998—its last as an independent company—purchasing Century Products Company from Wingate Partners for $77.5 million. Fitting in nicely alongside the Graco line, Century produced car seats, strollers, and infant carriers. For the year, Rubbermaid achieved revenues of $2.55 billion, a slight increase over the preceding year, while net income declined 42 percent, standing at $82.9 million.

Millennial Formation of Newell Rubbermaid Inc

Newell and Rubbermaid had discussed a merger in mid-1997, but the talks broke down when the two sides could not agree on who would run the company and where it would be headquartered. By late 1998, however, Rubbermaid’s position had deteriorated to the point where it gave in on these points and agreed to be bought by Newell for $6 billion in stock. To the credit of the Rubbermaid managers, the price represented a hefty 49 percent premium over the company’s stock price. John McDonough, Newell’s vice-chairman and CEO, continued in these same positions for the newly named Newell Rubbermaid Inc. Upon completion of the deal in March 1999, Rubbermaid Chairman and CEO Schmitt became vice-chairman of the company, and William Sovey remained chairman. McDonough was hoping that the usual Newellization process could revitalize Rubbermaid, and he also anticipated that Rubbermaid’s renowned ability to develop new products might be spread to the Newell product lines. One of the biggest challenges for McDonough was in improving Rubbermaid’s abysmal customer service and its troubled distribution system. Restructuring costs totaled $241.6 million in 1999, dragging profits down to $95.4 million; revenues for the first year of the new Newell Rubbermaid amounted to $6.41 billion.

While the Rubbermaid operations were being overhauled—a process that proved more difficult than anticipated—Newell Rubbermaid continued making acquisitions, with a particular emphasis on Europe. In April 1999 the company bought Ateliers 28, a French maker of drapery hardware. In October of that same year the company acquired Reynolds S.A., a manufacturer of writing instruments based in Valence, France. That same month, Newell Rubbermaid purchased McKechnie pic’s consumer products division, which included Harrison Drape (maker of drapery hardware and window furnishings), Spur Shelving (shelving and storage products), Douglas Kane (cabinet hardware), and Nenplas/Homelux (functional trims). From December 1999 through May 2000, Newell Rubbermaid completed the acquisitions of three European picture frame businesses: Ceanothe Holding, based in France; Mersch, which operated in both Germany and France; and France-based Brio. The largest acquisition during this period, however, was of a U.S. business: the stationery products division of Gillette Company, acquired in December 2000. Newell Rubbermaid gained a rich stable of brands, including Paper Mate, Parker, and Waterman writing instruments and Liquid Paper correction products. The Gillette division had posted revenues of $743 million in 1999.

The painful integration of Rubbermaid into the company led to inconsistent earnings and a slumping stock price. Late in 2000 the stock fell to its lowest level since 1994. Soon after, at the beginning of November 2000, McDonough resigned from the company. Sovey, his predecessor, temporarily took the reins as CEO, before Joseph Galli, Jr., was brought onboard as president and CEO in January 2001, with Sovey returning to the chairman’s post. Galli had previously spent 19 years at Black & Decker, where he rose to the number two position before leaving in 1999. He then had short stints with “New Economy” firms amazon.com, Inc. and VerticalNet Inc. before accepting the Newell Rubbermaid post.

Galli launched a thorough restructuring in a turnaround attempt. In May 2001 the company announced that it would eliminate 3,000 positions from its workforce over a three-year period, a reduction of 6 percent. The plan also involved the consolidation of manufacturing facilities as the company aimed to cut operating costs by $100 million per year. During 2001 alone, 14 facilities were shuttered. The company also sought to shift some manufacturing to lower-cost locations in Mexico, China, Poland, and Hungary. Galli also overhauled senior management, bringing in a slew of outside executives, including 15 from Black & Decker. To solidify the company’s position with its major customers, Newell Rubbermaid established the Key Account Program, whereby separate sales organizations were created for three of the largest customers, Wal-Mart, The Home Depot, Inc., and Lowe’s Companies, Inc. Cost savings from the restructuring were to be plowed back into new product development and marketing initiatives. The latter included the first television advertising campaign for the Rubbermaid brand in three years and a $20 million sports marketing campaign involving the sponsorship of Nascar drivers and races. Another key objective was to pare back the company’s heavy debt load, which had been incurred during its 1990s acquisition spree. One method to do this was to divest undeperforming operations. In June 2001 Newell Rubbermaid announced that it would sell its Anchor Hocking glassware division to Libbey Inc. for $332 million. The deal was blocked, however, on antitrust grounds.

As he attempted to turn around Newell Rubbermaid, Galli stayed away from acquisitions, and no major deals were completed in 2001. In April 2002, however, the company took full control of American Tool Companies, Inc., a Hoffman Estates, Illinois, firm in which Newell Rubbermaid had already held a 49.5 percent stake. The deal was valued at $419 million and brought into the company fold a line of branded hand tools, including Vise-Grip pliers and Quik-Grip clamps, and a line of power tool accessories, such as Irwin wood-boring bits and Hanson drill bits. For Galli, the addition of American Tool was a return to his Black & Decker power tool roots. The American Tool brands, which generated $444 million in sales in 2001, were placed within Newell Rubbermaid’s Levolor/Hardware group.

The acquisition of American Tool perhaps signaled a return to the Newell tradition of growth through acquisition, and the optimistic Galli told Forbes in October 2001 that he was aiming to grow the company into a $50-billion-in-sales behemoth. Nevertheless, Newell Rubbermaid’s restructuring efforts had not yet been completed, and sales and profits were being hampered by the difficult economic environment of the early 21st century. Perhaps the most compelling reason for optimism was that, through the renewed focus on product development, more new products were introduced during 2002 than had debuted in the three previous years combined.

Principal Subsidiaries

Berol Corporation; Newell Investments, Inc.; Newell Operating Company; Rubbermaid Incorporated; Rubbermaid Texas Limited; Sanford Investment Company; Sanford, L.P.

Principal Operating Units

Rubbermaid; Sharpie; Levolor/Hardware; Calphalon Home.

Principal Competitors

Sterlite Corporation; Tupperware Corporation; Avery Dennison Corporation; Société BIC; Hunter Douglas N.V.; Springs Industries, Inc.; Lancaster Colony Corporation; The Coleman Company, Inc.; Dorel Industries Inc.; Mattel, Inc.; Hasbro, Inc.; WKI Holding Company, Inc.; The Stanley Works; The Black & Decker Corporation; Cooper Industries, Ltd.; Myers Industries, Inc.; Libbey Inc.