Newell-Rubbermaid



Newell Rubbermaid

April 21, 2004

Group 1

Neal Batson

Michelle Haas

Todd Latham

Jeremy Mathews

Brett Stewart

Kevin Twichell

Table of Contents

Executive Summary 3

Proposal 4

Recommendation #1 5

Recommendation #2 10

End Notes 14

Appendix 1 15

Appendix 2 18

Appendix 3 19

Appendix 4 20

Appendix 5 21

Appendix 6 22

Appendix 7 23

Appendix 8 24

EXECUTIVE SUMMARY

Newell Rubbermaid (NWL) is a global manufacturer and marketer of brand name consumer products and their commercial extensions. They serve a variety of retail channels including department stores, discount stores, warehouse clubs, home centers, hardware stores, commercial distributors, office superstores, contract stationers, automotive stores, and pet superstores. The company offers multiple products to consumers and maintains a high commitment to customer service and new product development. The five business segments in which Newell Rubbermaid conducts its operations are Cleaning and Organization, Office Products, Home Fashions, Tools and Hardware, and Other.

While net sales increased 4% in 2003 due to some newly acquired businesses, the company suffered a decrease in gross margin as a percentage of sales from 27.6% in 2002 to 26.7% in 2003 (appendix 2). Operating income dropped from 8.4% of net sales to 2.3% of net sales partially due to the increased restructuring charges. The restructuring activities and expenses have made notable changes in the 2003 numbers.

The company has made a few changes in its structure to try to turn around its operational performance. New leaders have been appointed to its Home Products and Food and Beverage divisions. In an attempt to leverage the strength of its individual tool companies, NWL has formed the North American Tool Group.

Also, the conglomerate recently announced the sale of numerous companies. We support the company’s efforts to sell off companies which are not a part of its core business focus. Many investors have noted that Newell Rubbermaid is involved in so many industries that it has problems moving in any one direction. In the past year, NWL has sold off companies and is now becoming more focused and developing a united vision for the company’s future.

Over the past few years, Newell Rubbermaid has incurred a high level of restructuring costs. This is fitting in that corporate spinoffs are often part of a sequence of transactions in a larger, ongoing restructuring program. We believe NWL should spinoff Goody Products, Inc. The goal of the spinoff, and the firm as a whole, is to increase shareholders and firm value.1 Studies show that the average stock price reaction to a spinoff is consistently positive. NWL and its current stockholders will increase their total wealth as the undervalued Goody stock price rises. The market will initially endorse this restructuring practice which gives Newell Rubbermaid and Goody the opportunity to strengthen as separate companies.

Common stock returns for the parent company, Newell Rubbermaid, have also shown consistently improved performance measures and investor expectations (appendix 3). The spinoff will provide positive effects on NWL’s operating performance. In a sample of 161 companies who have restructured using spinoffs, net sales had an average growth rate of 17% the 3 years following the spinoff.1 Operating income for Newell was down $449.8 million in 2003 (appendix 2). With a spinoff, the average growth of operating income for the parent company is 17% in the 3 years following a spinoff.1

Our second proposal is for Newell Rubbermaid to implement an EVA-based bonus program. This would help motivate employees and management to do well with a long-term outlook. This plan also addresses the problem of executives getting paid too much in bonuses when the company is still in the red. Finally, the proposal discusses future plans by the FASB to require public companies to expense stock options on their income statements, which is currently not done and can lead to inflation of profits.

PROPOSAL

Newell Rubbermaid is a large diversified corporation, with many brand names that the entire country, if not the world, are familiar with. After their recent realignment of business processes, Newell Rubbermaid is currently made up of five business segments. Newell Rubbermaid made these realignments in order to group the company’s products in a way that was consistent with the company’s strategy.

The first segment is the Company’s Cleaning and Organization which is mostly made up of the Rubbermaid divisions. This segment designs, manufactures, packages, and distributes home storage products, food storage products, cleaning products, and indoor/outdoor organization products. Some of their popular brands are Rubbermaid, Brute, Roughneck, and TakeAlongs.

The second segment is the Company’s Office Products which is made up of the Sanford divisions. These divisions make permanent and water-based markers, dry erase markers, overhead projector pens, highlighters, wood-cased pencils, ballpoint pens and inks, and other art supplies. Some of their popular brand names include Sharpie, Paper Mate, Parker, and Waterman.

The third segment is the Company’s Home Fashions, which is made up of the Levolor/Kirsch, Home Décor Europe, and Swiss UK Frames Europe. These divisions produce drapery hardware, made-to-order stock horizontal and vertical blinds, as well as pleated, cellular and roller shades for the retail marketplace. Some of their name brands include Intercraft, Decorel, Burnes of Boston, Carr, Rare Woods, Terragrafics, and Connoisseur.

The fourth segment is the Company’s Tools and Hardware which is made up of Irwin, Lenox, BernzOmatic, Shur-Line, and Amerock. These divisions produce hand tools, power tools, propane torches, manual paint applicators, and cabinet hardware. Some of their name brands include Irwin, Vise-Grip, Marathon, Twill, Hanson, Speedbor, Jack, and Quick-Grip.

Finally, there is the segment that manufacture’s other products. These products do not fit in any of the other four segments. It is made up of Calphalon, Panex, Anchor Hocking, Cookware Europe, Little Tikes, Graco, Goody, and Cosmolab. These divisions manufacture a variety of product ranging from cookware to toys. Some of the popular name brands are Calphalon, Mirro, WearEver, Regal, Panex, Penedo, Rochedo, Clock, and AirBake.

In 2003, Newell Rubbermaid began the process of refocusing on its core business.

On April 14, 2003, Newell Rubbermaid sold Burns Picture Frames, Anchor Glass, and Mirro Cookware. NWL plans to continue this policy of divesting companies, and we recommend that this should be done through a spinoff of Goody Products. Goody has a strong name and will succeed by itself. The value that Goody receives as part of the Newell Rubbermaid conglomerate is not accurate to its potential growth and worth. By spinning off Goody Products into its own company, and issuing stock to current Newell Rubbermaid stockholders, the stockholders and the parent company will all benefit through an increase in wealth. The current bonus strategy for Newell Rubbermaid gives executives and management bonuses in a way that does not fully encourage management to work in the stockholders best interest. An economic value added EVA bonus program will benefit the entire corporation.

Recommendation #1: Spinoff Goody Product, Inc.

One of three ways to divest a subsidiary is a spinoff. This is done because management either believes part of the company is not doing well or they believe the subsidiary is undervalued because it is getting lost in the big company.

If the spinoff meets the IRS Section 355 guidelines then it is tax-free. The spinoff is the only method that allows for divesting tax-free. To meet the tax-exempt guidelines the distribution of shares must represent at least 80 percent of the shares outstanding of the child. Control of the “spun-off” firm cannot be under control or management of the former parent firm. The shareholders of the parent firm are granted shares of the subsidiary in a pro-rata format.

Newell Rubbermaid is in the process of realigning its reporting segments to better reflect the, “changes in the companies structure and to more appropriately reflect the company’s focus on building large consumer brands, promoting organizational integration, achieving operating efficiencies, and aligning the businesses with the company’s strategic account management strategy.”2

After researching Newell Rubbermaid’s conglomerate of businesses, we believe the company should spinoff Goody Products, Inc. Goody is one of the leaders of its industry and has the potential to strengthen and grow as its own company. The reason for the spinoff would be because this subsidiary of NWL is undervalued and is getting lost in the large conglomerate of businesses. “Goody Products, Inc…is the world's most recognized manufacturer of hair care implements, accessories, and bath/travel storage products.”3 Goody products are also sold at recognizable food, drug, and discount retailers worldwide (appendix 4).

By being “spun-off,” Goody will improve its management incentives. Goody’s management will have “greater decision-making authority”1 and it should also improve their managerial accountability and incentives. By having its own stock price, Goody’s management will have, “…a more visible and objective criterion for evaluating managerial performance.”1 The company will also have more direct access and better utilization of capital, that was once lost in the mix of NWL.

A notable strength is that the management of Goody Product, Inc. is well-developed and structured. Upper management has experience with the company and industry, and they recognize that, “The key to being a successful business in today's ever evolving global market is adaptability and willingness to change.”3 Management claims that this is true of their products and company and we believe with the elimination of managerial inefficiencies this management will be able to expand and strengthen this company as an independent.

While this spinoff does fall in line with the ongoing restructuring efforts by Newell, Goody will become more vulnerable to a takeover in the coming years. One study even shows that both the parent company and their spinoff are 5 times more likely to be taken over than other companies.1 Goody also fits into a category of not matching up with the parent companies industry. Therefore, Goody would most likely be taken over by a company who values it and is in the same industry.

However, we view Goody as a strong company who will definitely benefit from the spinoff. Statistics also support this view and new sales, operating income before depreciation, capital expenditures, and total assets should all strengthen (appendix 5). As a subsidiary, we believe Goody is getting lost in the big picture of Newell Rubbermaid. Newell Rubbermaid is a conglomerate of businesses that makes it difficult for the market to effectively recognize and individually value each of its subsidiaries. Goody engages itself in business unrelated to Newell Rubbermaid. By spinning Goody off, NWL is creating value by facilitating the transfer of Goody’s assets to higher-valued bidders. This should immediately increase the stock price as Goody will be valued in a more comparable industry.

To value Goody as a part of Newell Rubbermaid, we used factory information found on NWL’s 8-K and 10-K. Goody has 4 of 23 factories in the “other” segment (appendix 6). This is 17.39% of the other segment. This segment accounted for $1,596,700,000 in sales in 2003 (appendix 7). Using these calculations, Goody will have accounted for $277,686,956 ($1,596,700,000*.1739) in sales in 2003. This $277,686,956 in sales represents 3.58% of Newell Rubbermaid’s $7,750,000,000 total sales in 2003. Therefore, we are claiming that Goody represents approximately 3.58% of Newell Rubbermaid’s stock price. Newell Rubbermaid (NWL) is currently trading at $24.32 (4/19/2004). This means that Goody Products, Inc. represents approximately $0.87 ($24.32*.0358) of NWL’s stock price.

Newell Rubbermaid shareholders will receive 1 share of Goody for every 10 shares of Newell Rubbermaid owned. Cash will be issued for fractional shares. Newell Rubbermaid currently has 274,800,000 shares outstanding. This means that Goody Products, Inc. will be “spun-off” and have an initial volume of approximately 27,480,000 shares, one-tenth of NWL’s shares outstanding. One consideration of why the volume will be less than exactly 10% of NWL is because Newell Rubbermaid will pay the cash for fractional shares.

The reason for the 10 for 1 spinoff is to minimize the amount of cash Newell Rubbermaid will have to pay out for fractional shares. By issuing a share of Goody stock for every 10 shares of NWL owned, Newell Rubbermaid will be able to issue out more full shares. This is because the majority of investors purchase stock in round lots, intervals of 5.4 Issuing more full shares reduces the amount of cash that Newell Rubbermaid will have to pay out for fractional shares.4

The stock will initially be offered to the public at $8.70. This price is calculated by multiplying the $0.87 of value that Goody has in NWL stock, multiplied by the 10 shares of NWL it takes to receive 1 share of Goody. We believe this is a very low value for this company. Now that the market must value the company individually, as compared to its industry, we believe the stock is heavily undervalued. The stock market is not fully recognizing Goody’s value because this company is getting “lost” in the big company (NWL).4

Also, as a preventative measure in case the stock price initially falls, the $8.70 gives reasonable coverage to keep the stock above $5. This provides coverage from market fluctuations, and should prevent the Goody stock from ever becoming a “penny stock.”4

A penny stock is a stock that is selling for under $5 a share. Many professional investors view this type of stock as weak and will hesitate to invest. Investors have also said that, “selling penny stock depresses the trading value of the company’s stock over the long term.”5 They believe that the low stock price reflects the company’s relatively low value. Also, bylaws prevent some pension funds and investors from buying a stock once it is classified as a penny stock. This decreases the amount of people who can hold the stock, reducing the opportunities for the stock to be traded and sold. These market disadvantages will make it difficult for the company’s stock price to grow significantly.

An aspect that increases Newell Rubbermaid’s firm value from the spinoff is its own hold in the new stock. Newell Rubbermaid holds 15,700,000 shares in Treasury Stock. This amount represents the shares NWL holds of its own stock. With the spinoff distribution, NWL will now hold approximately 1,570,000 shares of the undervalued Goody stock. With expected growth, NWL will be gaining from the increases in stock value.

The goal of the firm is, and should be, to increase value for the stockholders. We feel that the shareholders will benefit from the addition of the divested company. Goody is not part of Newell Rubbermaid’s core business. As its own company, Goody will be able to better focus on its growth and should become a stronger, more valuable company. Current NWL shareholders will become shareholders of Goody’s undervalued stock, eventually increasing their total wealth.

Once Goody is allowed to conduct business under a management group of its own, the company will see better results than it currently does. Already having an established company name, growth opportunities are present. Goody will be able to develop a more focused strategy by improving the corporate focus. Management of Goody will also have more incentive to grow and better measures to value the company once “spun-off.”

Recommendation #2: EVA Bonus Plan

Newell Rubbermaid proposed a new bonus/compensation plan to its new stockholders to be voted on at the annual meeting of stockholders on May 7, 2003. The stock plan included such provisions as “no discounted stock options” and “limitations on stock option repricings.” Options would be granted based on performance goals set by the company and could include one or more of the following: return on equity, earnings or earnings per share, return on assets, return on investment, cash flow, net income, expense management or revenue growth. Similar measurements of performance would be used for the cash bonus plan as well.

The company also has an executive compensation plan consisting of four components: base salary, annual incentive compensation, stock options and other equity-based awards, and supplemental retirement benefits. The compensation part of this plan is also performance-based using a combination of sales growth, operating income, cash flow, and earnings per share as measurements. If performance is poor, employees will receive little or no bonus compensation with this plan.6

One reason why this plan could be weak is that many of the performance measures can be arbitrarily set. Even if the company does poorly one year, if arbitrarily set, the measurements could improve over the past year without the company actual doing well – and the employees could get bonuses for doing “better than awful.”

That is exactly what has happened the past year. Newell’s net loss in 2003 was over $46.5 million dollars, which was significantly better than in 2002 when they lost over $203 million dollars. The new compensation plan was implemented in between these two years, significantly reducing the amount of bonuses that were received. However, top execs were still getting up to $500 thousand dollars in bonus compensation while the company is still losing millions. Basically, they were getting paid for doing better than awful. While that is still a significant improvement over 2002’s bonus payments, which ranged up to $1,068,341 (for Joseph Galli), employees, especially top executives, should not get paid large amounts of bonuses when the company is still in the red (appendix 8).

Another problem with the current plans is that new rules for expensing stock options have been proposed.7 If enacted, the new rules would most likely reduce the number of workers who receive stock options. According to proponents of this plan, stock options have not previously been expensed and it has distorted the income statements of many companies. This makes it harder to compare companies to each other since some may give out more options and have their profits inflated more, especially against a company that did expense its stock options. Employees would need to be compensated justly in a different manner rather than with stock options, such as just receiving stock or other forms of stock-based compensation.8 Another problem with stock options is that if stock plunges and then goes back up, managers can be rewarded by this stock option “re-pricing.”9

Our suggestion is that Newell Rubbermaid enact an EVA-based bonus plan to replace the current 2003 plans. This would benefit the company by setting a good standard by which to measure the company’s worth, since EVA takes into account the time value of money, but it would also be a better system for paying out bonuses, since it ties bonuses to improvements in EVA over time.9 This cash bonus plan can stimulate long term improvement by tying EVA bonuses over time.9

One main hurdle is that the company will have to implement EVA. However, this would be good anyways since EVA is a better measurement of company value. Also, Rubbermaid Inc. was listed as one of the companies that use EVA on Stern and Stewart’s website (). If the whole company does not use EVA, managers for Rubbermaid that have already used EVA can help convert the corporation to the program.

Harmful effects are never wanted in an executive bonus plan, but there is always the possibility that they may exist. The EVA bonus plan must be designed carefully to give bonuses to individuals for things they can control. In the article, “New Merit-Based Bonus Program for USPS Managers in Plans,” Stephen Losey shows that the United States Postal Service found that the EVA bonus plan did not work. “That controversial program never settled on proper goals…merit bonuses were not handed out objectively and employees did not know how to improve their performance.” By having criteria for the bonuses not be under the control of the person getting the bonus, the staff member felt hopeless. In the USPS example, postmasters were held accountable for late mail, even if it was late getting to their branch; the income that the employees expected was not achieved. Soon realizing that employees were headed elsewhere for more money, USPS was forced to change the structure of its bonus plan. Because knowledge exists that the company needs to have clearly defined goals, an extreme effort needs to be placed on setting up the EVA bonus plan effectively.10 The EVA bonus plan is expensive to implement, and it is easy to get ride of when problems occur. Evidence shows that few companies that see the Stewart method of EVA implementation have shown poor results.11

An EVA bonus plan can help motivate Newell Rubbermaid’s employees to work toward repeated good performance. It will also help reduce large bonuses paid out to executives and other employees when performance is poor. As the company focuses in on its core businesses and unites its vision, more practical measures of performance are needed. The EVA program will allow Newell Rubbermaid to more accurately evaluate and compensate its managers based on this new, more focused, vision.

END NOTES

1. Cusatis, Patrick; Lehman Brothers, and James A. Miles and J. Randall Woolridge. “Some New Evidence That Spinoffs Create Value.” The New Corporate Finance, Where Theory Meets Practice. 593-597. McGraw-Hill, Boston: 2001.

2. Newell Rubbermaid Annual 10K; pg 2, 12-14. 2003.

3. Newell Rubbermaid Website.

4. Mathews, John. Interview

5. Penny Stock. Definition.

6. Proxy Statement of Newell Rubbermaid, 2003. Issued March 26, 2004

7. Weil, Jonathan. “Stock Options to be Expensed Under Proposal.” Wall Street Journal. C1. April 1, 2004.

8. Simon, Ruth and Joann S. Lublin. “Options May Become Perk of Past.” Wall Street Journal. D2. April 1, 2004.

9. Stern, Joel M.; G. Bennett Stewart III and Donald H. Chew, Jr. “The EVA Financial Management System.” The New Corporate Finance, Where Theory Meets Practice. 143-145. McGraw-Hill, Boston: 2001.

10. Losey, Stephen. “New Merit-Based Bonus Program for USPS Managers in Plans.” ; April 7, 2003.

11. Fry, Elizabeth. “Regarding EVA.” CFO Magazine.

APPENDIX 1

Company Overview

Newell Rubbermaid is a global competitor that incorporates five business segments into their operations to produce a diverse array of products. Newell Rubbermaid products serve a large population of retail channels and hold a competitive edge through the principle method of brand recognition. The corporation prides itself on customer service by developing technology, marketing, and merchandizing programs. Industry trends show a demand for the effort toward end-user brands and high competition among competitors.

Products and Services: Newell Rubbermaid is a “global manufacturer and full service marketer of name brand consumer products serving the needs of volume purchasers.”3 As part of its restructuring effort, Newell Rubbermaid has split its products into five streamlined segments. These segments include: Cleaning and Organization, Office Products, Home Fashions, Tools & Hardware, and Other products. The Cleaning & Organization segment manufactures products that provide indoor/outdoor organization, storage, food storage, cleaning, and refuse. The Office Products segment manufactures ballpoint/roller ball pens, markers, highlighters, pencils, office products, and art supplies. The Home Fashions segment manufactures drapery house ware, window treatments, and frames. The Tools & Hardware segments manufacture hand tools, power tool accessories, propane torches, cabinet hardware, and manual paint applicators. The Other products segments are basically the products that do not meet the aggregation criteria of the other four segments. These products include aluminum and stainless steel cookware, glassware, hair accessory products, and infant and juvenile products (toys, car seats, strollers, and outdoor play equipment).

Acquisitions and Divestitures: Newell Rubbermaid is constantly assessing its businesses and product lines to make sure that they are in line with the company’s long-term strategic goals. Some of the criteria that Newell Rubbermaid uses when deciding when assessing the businesses are: the company’s ability to grow the business, the importance to key customers, its relationship to existing product lines, the impact on the market, and the impact on the operating performance of the company.3

In February 2004, Newell Rubbermaid sold Panex, a Brazilian cookware business. The company lost $78 million on the sale, but since it was the last company they owned in the European picture frames business, they were willing to make the move to help corporate strategy.

On April 14, 2004, Newell Rubbermaid sold three of its businesses as part of their plan to divest non-strategic businesses. They sold Burnes (Picture Frames), Anchor (Glass) and Mirro (a cookware business) to Global Home Products, an affiliate of Cerberus Capital Management.

On the other hand, the company also acquired some key businesses that have helped to strengthen the core businesses. One of these acquisitions was American Saw and Manufacturing Company, a leading manufacturer of power tool accessories and hand tools that are sold under the Lenox brand name.

Facilities and Employees: As part of Newell Rubbermaid’s efforts to streamline its operations, they came up with a three year plan to get rid of unnecessary facilities and employees that started in 2001. This will consist of consolidating duplicate manufacturing and warehouse facilities worldwide as well as reducing the total number of employees significantly. The company expects to get rid of approximately 12,000 people and 84 manufacturing and warehouse facilities; Newell Rubbermaid hopes to have completed this restructuring by the second quarter of 2004.

Competitors: Newell Rubbermaid competes with rapidly growing mass merchandisers that have consolidated the consumer product retail industry and who have strong borrowing power with suppliers. Competition within this environment has challenged Newell Rubbermaid’s ability to provide a wide range of products and services while still remaining competitively priced. One of Newell Rubbermaid’s core principle methods is having strong brand recognition. Newell also has created strong relationships with high-volume purchasers. It is hard to recognize distinct competitors since NWL is made up of the 5 segments and numerous subsidiaries. For example, the Irwin group (mainly tools) is in direct competition with Black and Decker. For stock valuing purposes, Merrill Lynch compares NWL to Stanley Works and Black and Decker.

Customers: Newell Rubbermaid finds innovative ways to make customer service better by constantly developing information technology, marketing, and merchandizing programs. The customer base for this conglomerate is very large and services many socio-economic groups.

Industry Trends: Current industry trends within Newell Rubbermaid’s market are the absence of strong new product development effort or strong end-user brands and researching the way to “foster high level of competition among suppliers.” The industry also stresses to demand that manufacturers supply innovative new products and to require suppliers to remain or reduce product prices and deliver products with shorter lead times.3

APPENDIX 2

Consolidated Results of Operations ($ in millions)

NWL Letter to Stockholders and Proxy Statement (p. A-4)

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APPENDIX 3

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APPENDIX 4

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APPENDIX 5

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APPENDIX 6

pg. 6, 12-13, NWL Company 10-K, 2003

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APPENDIX 7

pg. 9, NWL Company 8-K “Letter to Shareholders”, 3/26/2004

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APPENDIX 8

|Summary Compensation Table for Newell Rubbermaid |

| | | | | | | |

| | | | | | | |

|Name and Principal | |Annual Compensation | | |

|Position as of | | | |Other |Securities |All |

|December 31, 2003 | | | |Annual |Underlying |Other |

| |YEAR |Salary |Bonus |Comp |Options (#) |Comp |

|Joseph Galli, Jr.  |2003 |$1,166,673 |$234,501 |$201,910 |0 |8,000 |

|  President and Chief |2002 |1,000,038 |1,068,341 |122,676 |200,000 |8,000 |

|  Executive Officer(1) |2001 | 981,447 | 1,000,000 |450,000 |1,000,000 |0 |

| | | | | | | |

|James J. Roberts |2003 |$618,333 |$581,666 |- |122,200 |8,000 |

|  Group President and |2002 |467,500 |351,887 |- |31,800 |0 |

|  Chief Operating |2001 |337,500 |168,750 |- |96,000 |0 |

|  Officer(2) | |  |  | |  |  |

|Robert S. Parker |2003 |$515,333 |$248,659 |- |35,000 |8,000 |

|  Group President and |2002 |473,333 |489,995 |- |34,000 |8,000 |

|  Chief Operating |2001 |455,000 |448,630 |- |28,800 |4,500 |

|  Officer(3) | |  |  | |  |  |

|J. Patrick Robinson |2003 |$391,667 |$59,063 |- |30,000 |8,000 |

| Vice President— |2002 |341,667 |365,002 |- |24,800 |8,000 |

| Controller and Chief |2001 |195,577 |100,000 |- |51,700 |0 |

| Financial Officer(4) | |  |  | |  |  |

|William T. Alldredge |2003 |$450,000 |$67,860 |- |0 |8,000 |

| President— |2002 |450,000 |480,735 |- |31,800 |8,000 |

| Corporate |2001 |444,167 |95,540 |- |28,100 |5,250 |

| Development(5) | |  |  | |  |  |

|David A. Klatt, Jr.  |2003 |$468,750 |— |- |35,000 |5,125 |

| President, New |2002 |454,583 |$333,982 |- |31,100 |0 |

| Business Ventures |2001 |315,000 |328,368 |- |81,200 |0 |

| Sharpie/Calphalon Group(6) | |

|(1)|Appointed President and Chief Executive Officer effective January 8, 2001. |

|  | |

|(2)|Appointed Group President and Chief Operating Officer—Rubbermaid/ Irwin Group effective September 2, 2003. Served as Group |

|  |President—Irwin from April 1, 2001 to September 2, 2003. |

|(3)|Appointed Group President and Chief Operating Officer—Sharpie/ Calphalon Group effective September 2, 2003. Served as Group |

|  |President—Sharpie from August 1998 to September 2, 2003. |

|(4)|Appointed Vice President—Controller and Chief Financial Officer on June 10, 2003. Served as Controller and Chief Accounting Officer |

|  |from May 7, 2001 to June 10, 2003. |

|(5)|Served as President—Corporate Development from January 29, 2001 until his retirement on December 31, 2003. Served as Chief Financial|

|  |Officer from January 29, 2001 to June 10, 2003. |

|(6)|Appointed President, New Business Ventures—Sharpie/Calphalon Group effective September 2, 2003. Served as Group President—Rubbermaid|

|  |from April 1, 2001 to September 2, 2003. |

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