<PAGE>   1




                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                   FORM 10-K

/X/      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 
For the fiscal year ended DECEMBER 31, 1995

                                       OR

/ /      TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 

For the transition period from _______________ to ________________

Commission file number 1-4188
                       ------

                            RUBBERMAID INCORPORATED
                            -----------------------
             (Exact name of Registrant as specified in its charter)

               OHIO                                  34-0628700
               ----                                  ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

1147 AKRON ROAD, WOOSTER, OHIO                             44691-6000
---------------------------------------                    ----------
(Address of principal executive office)                    (Zip Code)

Registrant's telephone number, including area code - 330-264-6464
                                                     ------------

Securities registered pursuant to Section 12(b) of the act:

    Title of each class               Name of each exchange on which registered
COMMON, PAR VALUE $1.00 PER SHARE              NEW YORK STOCK EXCHANGE
---------------------------------              -----------------------

Securities registered pursuant to Section 12(g) of the act:  NONE
                                                             ----

Indicate by check mark whether Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.  Yes   X   No
                           -----    ----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.  /X/

Common Shares, Par Value $1.00, Outstanding at January 31, 1996 -- 154,589,297.
Aggregate market value of such shares held by non-affiliates of Registrant as
of that date -- $4,386,471,000.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's Proxy Statement for the Annual Meeting of Shareholders
on April 23, 1996 -- Part III

Consolidated financial statements and other data from Registrant's 1995 Annual
Report to Shareholders -- Parts I and II                    





<PAGE>   2



                                        
                                     PART I
                                     ------
ITEM 1.  BUSINESS
-----------------
                
                General
                -------

                Registrant was incorporated under the laws of the State of Ohio
in 1920.  Registrant and its subsidiaries operate in one industry segment which
consists of the manufacture, marketing, selling and distribution of plastic and
rubber products consumed primarily by the end-user in the consumer, commercial,
industrial, agricultural, institutional, office, marine, automotive
accessories, contract, juvenile and home health care accessories markets.  The
items produced and marketed by Registrant are in such categories as:
housewares; home horticulture; decorative coverings; leisure and recreational
products; infant and children's toys; office and computer furniture; commercial
and industrial maintenance products; home health care products; sanitary
maintenance; and food service products.  Registrant's broad range of products
are sold and distributed through its own sales personnel and manufacturers'
agents to a variety of retailers and wholesalers, including mass merchandisers,
toy stores, office supply outlets, catalog showrooms, home supply stores and
distributors serving institutional markets.

                Registrant's basic philosophy is to manufacture and market
branded, high-quality products that offer high value to customers and
consumers.  Value is that best combination of quality, service, timeliness,
innovation and price as perceived by the user.  Registrant's strategic
direction is to grow as a global enterprise by focusing on developing best
values through innovation, partnerships and continuous improvement, which will
be reflected in the recognition of the Registrant's brands worldwide.

                Registrant's growth objective is to double sales and earnings
per share over a five-to-six year period, a rate consistent with its long-term
historical performance.  Prior to the late 1970s, the objective was to double
sales and earnings on average over a six-year period.  Reflecting the higher
rates of inflation that then existed in the US economy, the growth objective
was increased to an annual average compounded rate of 15 percent, which would
cause a doubling in size every five years.  In 1995, Registrant announced an
adjustment of its growth objective to reflect the lower inflation in the US
economy, resulting in the current objective of doubling over a five-to-six year
period.

                Registrant expects to meet its growth objective primarily from
internally generated core business activities, supplemented by selective
acquisitions.  Registrant has focused its resources to achieve growth through
continued introduction of new products and line extensions, entry into new
product categories and markets, maintaining competitiveness in its existing
product lines, expanding its core businesses to attain a global presence, and
through business development activities, such as acquisitions, joint ventures
or licensing arrangements.

                To support this growth initiative, Registrant has accelerated
its focus on continuous improvement and value enhancements.  Since announcing
this initiative of accelerated value improvement in 1994, productivity achieved
by Company associates has reached record levels.  Those savings are being
reinvested in activities that support the long-term growth initiative of the
Registrant, such as capital expenditures for expansion and productivity
improvements, new product research and development, human resource training and
business development activities.





                                       1
<PAGE>   3
                In December 1995, Registrant announced a realignment program
aimed at streamlining its manufacturing and distribution operations.  That plan
includes reducing the number of stock-keeping units (SKUs) by approximately 40
percent, the closing or disposal of nine facilities and an approximate nine
percent reduction in Registrant's worldwide workforce. The SKUs eliminated
represented approximately five percent of sales in 1995.  The actions announced
are aimed at furthering Registrant's value improvement initiative and is
expected to lead to improved customer service, lower costs and reduced
complexity in the core businesses.  Registrant recorded a one-time, primarily
non-cash charge of $158 million in 1995 to reflect costs associated with the
realignment.

                Concurrent with the realignment announcement, Registrant also
added a strategic initiative to balance its long-term capital structure.  By
prudently increasing the amount of debt as part of its capitalization,
Registrant expects to lower the cost of capital employed in its business.

                Business Development Activities
                -------------------------------

                Registrant's acquisition strategy is focused on companies that
tend to fit one of three broad criteria: provide a base for a new product
category offering significant growth opportunities, provide an extension of an
existing core business, or provide geographic extension and/or an expanded
presence in an international market.  The companies acquired by the Registrant
tend to have common characteristics, many of which are shared with the
Registrant.  Among these characteristics are: a high-quality image; emphasis on
marketing and customer service; capability to benefit from new product
development; similar materials and/or related manufacturing processes and/or
comparable distribution channels.  The businesses acquired during the last
several years include:

                CIPSA, the leading plastic housewares manufacturer and marketer
in Mexico, was acquired in 1992.  It now operates as Rubbermaid de Mexico and
is part of the Home Products Division.

                Iron Mountain Forge Corporation, a leading manufacturer and
marketer of commercial playground equipment, was also acquired in 1992 and
formed the foundation for the Little Tikes Commercial business.  It expanded
Little Tikes' development of the growing child care market into parks, schools,
playgrounds and other commercial recreation markets.  Glenwood Systems Pty.
Ltd, acquired in 1994, a leading marketer and designer of commercial play
systems in Australia known as Ausplay and PAR-REC Holdings, Inc., acquired in
1995, a leading manufacturer of similar play equipment in Canada, expand
product lines and the distribution of commercial play structures into
additional geographic markets.  Decor Concepts, Inc., acquired in 1995 and
known as OMNI, makes contained-play systems for commercial uses such as in
restaurants and indoor playgrounds which expands the commercial play business
into new markets.

                Empire Brushes, Inc., acquired in 1994, a manufacturer and
marketer of mops, brooms, brushes and other cleaning products for home and
commercial use, has been integrated with Registrant's existing cleaning
products business and is now Rubbermaid Cleaning Products Inc., a part of the
Home Products Division.

                Carex, now Rubbermaid Health Care Products Inc., acquired in
1994, manufactures and sells bath safety, mobility, daily living and personal
care aids and accessories for the home health care market, a new market for the
Registrant. Incorporating a marketing focus and the Rubbermaid brand,
Registrant expects to enhance new product development, offer greater product
line values and expand channels of distribution.





                                       2

<PAGE>   4
                A joint venture with Richell Corporation, a leading Japanese
housewares manufacturer, was formed in 1994.  The joint venture, Rubbermaid
Japan Inc., develops, markets and sells housewares, leisure and seasonal
products in Japan.  In October 1994, Registrant exercised an option to increase
its equity position from an initial 40 percent to 51 percent.

                Royal Rubbermaid Structures Ltd., a joint venture of the
Registrant and Royal Plastics Group Limited of Canada, was formed early in
1995.  This venture manufactures and markets modular plastic components and
kits for small structures, such as storage buildings and sheds. Each partner
owns 50 percent of the joint venture.  The Seasonal Products business of
Registrant maintains primary responsibility for conducting the sales and
marketing efforts of the joint venture.

                Also in 1995, Injectaplastic S.A., a plastic housewares
manufacturer and marketer in France, was acquired.  Injectaplastic re-
established the Registrant in the European marketplace for housewares and
seasonal product lines following dissolution of the previous Curver Rubbermaid
joint venture with DSM, the Dutch Chemical Group.  In November 1995, a majority
interest in Dom-Plast S.A., a leading manufacturer and marketer of plastic
housewares products in Poland, was acquired.  This expanded Registrant's
presence in Central and Eastern Europe, and offers an attractive manufacturing
opportunity for distribution of Registrant's products into Northern and Western
Europe.

                In 1994, Registrant sold its 40-percent interest in the Curver
Rubbermaid European housewares joint venture to DSM who held the remaining
60-percent interest.  Registrant believes that it has a greater opportunity in
the European market by proceeding on an independent basis.

                In 1994, Registrant's Seasonal Products business divested its
outdoor casual resin furniture business, including the manufacturing facility
in Stanley, North Carolina.  The divestiture will allow management to provide
greater focus and resources on core business competencies.

                Also in 1994, the Davson Division of Rubbermaid Office Products
Inc. was sold because the Davson product line was not considered a long-term
strategic complement to the remaining office products business.

                Net Sales

                The percent of net sales contributed by each of the consumer
and institutional classes of products for the three years ended December 31,
1995 was as follows:


<TABLE>
<CAPTION>
                                 NET SALES
                                 ---------


                                  Consumer               Institutional
                                  --------               -------------
          <S>                      <C>                       <C>
          1995                      80%                       20%
          1994                      79%                       21%
          1993                      78%                       22%
</TABLE>





                                       3
<PAGE>   5



                 Raw Materials
                 -------------

                 The principal raw materials used in the manufacture of
Registrant's products are various plastic resins and synthetic rubber (all of
which are derivatives of petroleum or natural gas liquids) and color
concentrates.  All of these items are available from numerous competitive
sources.  For the most part, the particular raw materials which Registrant uses
are of a commodity nature whose prices are subject to change as supply and
demand fluctuate.  From 1991 to mid-1994, resin costs remained relatively
stable, however beginning mid-1994 and continuing into 1995, resin costs began
to escalate rapidly, as demand was growing and supply tightened.  Because of
the sharpness and rapidity of the price increases, Registrant was unable to
fully recover the incremental costs through adjustments to its selling prices,
thus negatively impacting earnings for 1995.  The sharp increases in resin
costs began to moderate beginning mid-1995 and have now declined from the peak
reached during 1995, as supply and demand have returned to more balanced
levels.  Registrant has accelerated its continuing programs for substituting
available or reformulated resins that are consistent with its quality
standards.  The Registrant expects to obtain adequate supplies of raw materials
for its needs.

                 Patents and Trademarks
                 ----------------------

                 There are no patents or licenses considered material to the
business.  Registrant is of the opinion that through sustained advertising and
use, the trademark RUBBERMAID has become of value in the identification and
acceptance of its products, especially in North America.  In addition,
Registrant has many well-known brands such as CON-TACT (pressure sensitive
decorative coverings), ELDON (office products), LITTLE TIKES (toys), and SECO
(floor maintenance products) that compete in domestic and international
markets.

                 Seasonality
                 -----------

                 Historically, the year-end holiday season records the highest
sales volume for the toy industry; however, the Little Tikes spring and summer
products have served to more evenly balance monthly shipments.  Rubbermaid
Specialty Products concentrates its efforts on product categories of a seasonal
nature, including insulated products, planters, and bird feeders. Insulated
product sales are highest during the first six months of the year, and
inventories are built during the other periods of the year in order to more
easily accommodate demand.  No material portion of Registrant's other business
is of a highly seasonal nature.

                 Working Capital
                 ---------------

                 Working capital requirements of the business increase
generally as sales volumes increase.  There are normally no unusual working
capital needs existent at any one time in the ordinary course of business.
Dating programs offering extended terms are carried on by the various operating
companies as part of their normal marketing activities.

                 Customers
                 ---------

                 Sales are made to a broad range of customers, one of which
accounted for 15%, 15%, and 14% of net sales in 1995, 1994, and 1993,
respectively.  Due in part to Registrant's perception that consumers are loyal
to Registrant's brand names, Registrant does not believe that the loss of any
one customer would have a materially adverse effect on its business.





                                       4

<PAGE>   6



                 Backlog
                 -------

                 Registrant produces to and sells from inventory for the
majority of its products.  The amount of backlog existent at any one time is
not a significant factor in the business.

                 Competition
                 -----------

                 All markets served by Registrant and its subsidiaries are
competitive as to price, service, and product performance.  Most of
Registrant's products compete not only with those of other manufacturers using
similar raw materials but also with products manufactured from other materials.
Many of the competitor companies are either closely held or are divisions of
larger entities.  Registrant is recognized as a strong competitive factor in
the marketplace, but there is no reliable quantitative manner in which the
aggregate competitive position of Registrant can be determined.

                 Research and Development
                 ------------------------

                 Registrant expended approximately $28,963,000, $27,747,000,
and $28,202,000 during 1995, 1994, and 1993, respectively, on research and
development activities related to product, process and materials development,
and mold design.  These costs are charged to operations as incurred.

                 Environmental Matters
                 ---------------------

                 Compliance with Federal, State, and local provisions, which
have been enacted or adopted regulating the discharge of materials into the
environment, or otherwise relating to the protection of the environment, is not
expected to have an adverse effect upon the capital expenditures, earnings, or
competitive position of Registrant and its subsidiaries.  Reference is made to
pages 40 and 41 of the 1995 Annual Report to Shareholders, which is contained
in Exhibit 13 hereof, concerning further information regarding Registrant's
Environmental Program.

                 Employees
                 ---------

                 The average number of persons employed by Registrant and its
subsidiaries during 1995 was 14,054.

                 Foreign Operations
                 ------------------

                 Reference is made to page 38 of the 1995 Annual Report to
Shareholders, which is contained in Exhibit 13 hereof, for information
concerning Registrant's operations in different geographical areas.  Export
sales are not material and are, therefore, not separately stated.

                 To accelerate international growth, foreign businesses are
positioned to provide direct line reporting relationships with their
counterpart domestic operation.  The management of Rubbermaid businesses around
the world, plus the coordination of sales in foreign markets, are the
responsibility of the respective core operating companies.  The Corporate role
is to develop and coordinate with the core businesses strategic plans,
priorities, and global operations.  To improve efficiencies in the new regions
being developed, staff functions are centralized, while the line functions are
decentralized to each core business.





                                       5
<PAGE>   7
                 Registrant uses a variety of approaches to expand and develop
international markets.  To initiate market development in certain geographic
areas, particularly new and developing markets, emphasis is placed on exporting
from existing manufacturing facilities.  Where market size and economics
justify, manufacturing facilities are established - for example, Canada, Europe
and Mexico.  In markets where it is deemed appropriate to gain immediate access
to manufacturing facilities or distribution, Registrant may make selective
acquisitions.  Licensing arrangements are used in those markets where the costs
of importing are prohibitive and where Company-owned manufacturing is not
economically justified.  In addition, Registrant may use a combination of any
or all of these approaches.  Today, Rubbermaid products are distributed
worldwide.

                 No greater known significant risk is attendant to the foreign
business than to the domestic business conducted by Registrant and its
subsidiaries.

                 Forward-Looking Discussions
                 ---------------------------
                 Except for the historical information contained, or
incorporated by reference herein, the statements and objectives set forth in
Item 1, or incorporated by reference in Item 7, are forward-looking and involve
uncertainty and risk.  Registrant's future financial performance may differ
materially from those described in the forward-looking statements made by, or
on behalf of, Registrant as a result of a variety of factors such as changes
in:  a) the competitive environment; b) the condition of the industry and
economy, including the effects of weather, consumer and customer demand; c) the
cost of raw materials, which may not be recovered through selling prices; d)
the rate of growth in selling, general and administrative expenses due to
Registrant's business expansion; e) working capital requirements; f) the under
utilization of Registrant's production facilities; g) international factors,
including currency exchange rates, economic conditions and difficulties or
delays in Registrant's business expansion outside the United States, or h)
difficulties or delays in the implementation of the Registrant's realignment
program.

ITEM 2.  PROPERTIES
-------------------

                 Registrant and its subsidiaries have manufacturing and/or
warehousing locations in 14 states and 10 foreign countries.

                 Major plant and warehouse locations of Registrant are as
follows:

                         Home Products Division - Wooster and Akron, Ohio;      
                         Phoenix, Arizona; Sparks, Nevada (leased); Cortland,
                         New York; Greenville, and Robersonville, North
                         Carolina; Cleburne and Greenville, Texas; Suffolk,
                         Virginia (leased); Mississauga, Ontario and  Montreal,
                         Quebec (leased), Canada; Toyama, Japan; Mexico City,
                         Mexico; Oyonnax, France; and Slupsk, Poland.

                         Rubbermaid Specialty Products Inc. - Goddard and
                         Winfield, Kansas; and Centerville, Iowa.





                                       6

<PAGE>   8





                         The Little Tikes Company - Hudson and Sebring, Ohio;
                         City of Industry (leased), California; Aurora and
                         Farmington, Missouri; Shippensburg, Pennsylvania;
                         Columbia, South Carolina; Melbourne, Australia
                         (leased); Paris and Guelph (leased), Ontario, Canada;
                         Dublin, Ireland; and Differdange, Luxembourg.

                         Rubbermaid Commercial Products Inc. - Winchester,
                         Virginia; Phoenix, Arizona (leased); Cleveland,
                         Tennessee; Birmingham, England (leased); and
                         Dietzenbach, Germany (leased).

                         Rubbermaid Office Products Inc. - Maryville, Tennessee
                         Silverwater, Australia (leased); Shefford, England
                         (leased); and Coignieres, France (leased).

                         Rubbermaid Health Care Products Inc. - Statesville,
                         North  Carolina.                                   


                 Certain facilities are subject to mortgages securing
industrial revenue bond or other governmental financing.

                 The properties and facilities of Registrant and its
subsidiaries are modern and suitable to the requirements of the business.  On
an overall basis, these facilities, with certain exceptions due primarily to
general economic slowdowns, have been operated near capacity.  As a general
rule, continuing capital expenditures are required each year to provide the
necessary plant, equipment, and tooling to support the growth of the business.
To supplement its own facilities, Registrant has followed a practice of
sourcing a portion of its production and warehousing requirements from third
parties.

ITEM  3.         LEGAL PROCEEDINGS
--------         -----------------

                 There are no material pending legal proceedings to which
Registrant or any of its subsidiaries is a party.

ITEM  4.         SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
--------         ---------------------------------------------------

                 During the fourth quarter of the fiscal year covered by this
Form 10-K, no matter was submitted to a vote of Registrant's shareholders,
through the solicitation of proxies or otherwise.





                                       7
<PAGE>   9



<TABLE>
<CAPTION>
                                           Executive Officers of Registrant
                                           --------------------------------

                                          Employed By
                                          -----------
                                          Registrant
                                          ----------
             Name               Age          Since                       Positions and Offices Held
             ----               ---          -----                       --------------------------
 <S>                             <C>         <C>          <C>
 Wolfgang R. Schmitt             52          1966         Chairman of the Board and
                                                          Chief Executive Officer

                                                             Mr.  Schmitt has  been  Chairman since  September 1993
                                                             and  Chief   Executive  Officer   since  November   1992;
                                                             previously from  November 1992,  Co-Chairman.   From  May
                                                             1991, President  and Chief  Operating Officer,  Executive
                                                             Vice  President  (1987-1991)  and President  of  the Home
                                                             Products Division  (1984-1990).   Employed by  Registrant
                                                             in various  marketing  and   research  and  development
                                                             assignments since 1966.


 Charles A. Carroll              46          1971         President and
                                                          Chief Operating Officer

                                                             Mr. Carroll was elected President and  Chief Operating
                                                             Officer of Registrant  in September 1993.   From 1990, he
                                                             served  as President  and  General  Manager of  the  Home
                                                             Products  Division and  previously  from 1988,  President
                                                             and General  Manager  of Rubbermaid  Specialty  Products.
                                                             He  has been employed by  Registrant in various sales and
                                                             management capacities since 1971.                        


 Richard D. Gates                53          1973         Senior Vice President,
                                                          Business Development and Investor Relations

                                                             Mr. Gates  joined Registrant  as Assistant  Controller
                                                             in  1973 and  was elected  Assistant  Treasurer in  1977,
                                                             Treasurer in  1979, and Vice  President in 1980.   He was
                                                             named  Senior  Vice  President,  Investor  Relations  and
                                                             Corporate  Communications  in  1991 and  to  his  present
                                                             position in 1992.                                        
</TABLE>





                                       8

<PAGE>   10



<TABLE>
<CAPTION>
                                           Executive Officers of Registrant
                                           --------------------------------

                                          Employed By
                                          -----------
                                          Registrant
                                          ----------
             Name               Age          Since                       Positions and Offices Held
             ----               ---          -----                       --------------------------
 <S>                             <C>         <C>          <C>
 Lucius W. Hoffa, Jr.            52          1967         Senior Vice President,
                                                          Information Services
                                                             Mr.   Hoffa   was   named   Senior   Vice   President,
                                                             Information Services in January  1995 and was  previously
                                                             Vice President of Management Information Services  of the
                                                             Home Products Division from 1988.   He has been  employed
                                                             by  Registrant since  1967  in  a variety  of  management
                                                             information positions.                                   


 James A. Morgan                 60          1974         Senior Vice President,
                                                          General Counsel and Secretary
                                                             Mr. Morgan  joined Registrant  as Assistant  Secretary
                                                             and Counsel  in February 1974  and was  elected Secretary
                                                             in 1977,  Vice President in  1979, Senior  Vice President
                                                             in 1983, and General Counsel in 1988.                    

 Michael E. Naylor               57          1992         Senior Vice President,
                                                          Operations
                                                             Mr.  Naylor   joined   Registrant   as   Senior   Vice
                                                             President,  Technology and  Environment  in August  1992,
                                                             and was named Senior Vice  President, Operations in 1994.
                                                             He was previously with General  Motors Corporation for 25
                                                             years and  most recently  served as  General Director  of
                                                             the Military  Vehicle Business.   In previous assignments
                                                             he  was  Executive  in   charge  of  Corporate  Strategic
                                                             Planning and Manager of Research  and Development for the
                                                             Transportation Systems Division.                         

 David L. Robertson              50          1994         Senior Vice President,
                                                          Human Resources
                                                             Mr. Robertson  joined Registrant  in  April, 1994,  as
                                                             Senior Vice President,  Human Resources.  Previously  and
                                                             from 1982,  he was  Vice President,  Human Resources  for
                                                             Hillenbrand Industries.                                  
</TABLE>





                                       9
<PAGE>   11



<TABLE>
<CAPTION>
                                           Executive Officers of Registrant
                                           --------------------------------

                                          Employed By
                                          -----------
                                          Registrant
                                          ----------
             Name               Age          Since                       Positions and Offices Held
             ----               ---          -----                       --------------------------
 <S>                             <C>         <C>          <C>
 George C. Weigand               44          1984         Senior Vice President
                                                          and Chief Financial Officer
                                                            Mr. Weigand became Senior Vice President and Chief       
                                                            Financial Officer in  March, 1994, having previously     
                                                            served as Vice  President and Corporate controller       
                                                            since 1992, and Vice President, Auditing and Taxes from  
                                                            1990. Previously, he was Manager of Auditing and Taxes   
                                                            from 1987 and prior, thereto, Manager of Auditing.       



 Hugh L. Easterbrook             38          1994         Vice President,
                                                          International Business Development
                                                             Mr. Easterbrook became Vice President, International
                                                             Business Development in October, 1995, having  previously
                                                             served as Vice  President, Business Development.
                                                             Previously and from 1992, he was Associate Director for
                                                             Trianon   Finance in Paris, France and prior, thereto, was
                                                             an independent business development consultant.

 John W. Dean, III               40          1988         Vice President and
                                                          Treasurer

                                                             Mr. Dean joined Registrant as Assistant Treasurer in
                                                             1988 and was elected Vice President and Treasurer in
                                                             1991. He was previously Director of Banking and Finance
                                                             with The Uniroyal Goodrich Tire Company.

 John L. Theler                  48          1992         Vice President and
                                                          Corporate Controller
                                                             Mr. Theler joined Registrant in 1992 as Vice
                                                             President of Finance and Controller for the Home
                                                             Products Division and was named Vice President and
                                                             Corporate Controller in 1994. He was previously with
                                                             the General Electric Company from 1971, where he served
                                                             in a number of senior financial management positions.
</TABLE>





                                       10

<PAGE>   12



<TABLE>
<CAPTION>
                                          Executive Officers of Registrant
                                          --------------------------------

                                          Employed By
                                          -----------
                                          Registrant
                                          ----------
             Name               Age          Since                       Positions and Offices Held
             ----               ---          -----                       --------------------------
 <S>                             <C>         <C>          <C>
 David T. Gibbons                52          1995         President and General Manager,
                                                          Home Products Division
                                                             Mr.  Gibbons  joined Registrant  in  December 1995  as
                                                             President  and  General  Manager  of  the  Home  Products
                                                             Division.  He was previously,  from 1994, General Manager
                                                             of  the Home and  Commercial Products Division  of the 3M
                                                             Company which he  joined in  1968.  He  has held  various
                                                             sales  and  marketing  management   positions  with  that
                                                             company  including   General  Manager   of  the   ceramic
                                                             material business  from 1991-1994  and Managing  Director
                                                             of the Company's Thailand operation from 1986-1991.      


 Gary E. Kleinjan                47          1980         President and General Manager,
                                                          The Little Tikes Company
                                                             Mr.  Kleinjan  was  appointed  President  and  General
                                                             Manager of  The Little  Tikes Company  in September  1994
                                                             having  previously   served  as  President   and  General
                                                             Manager  of Rubbermaid  Office Products  Inc. from  March
                                                             1994.   Prior thereto and  from August 1992,  he was Vice
                                                             President   and   General   Manager    of   MicroComputer
                                                             Accessories, Inc.  Previously and  from 1988, he was Vice
                                                             President, Sales of  the Home Products Division  where he
                                                             held various  sales assignments since  joining Registrant
                                                             in 1980.                                                 
                                                                                                                      
 Gary F. Mattison                55          1967         President and General Manager,
                                                          Rubbermaid Specialty Products Inc.

                                                             Mr.  Mattison  was  appointed  President  and  General
                                                             Manager  of Rubbermaid Specialty  Products in  June 1993.
                                                             Prior  thereto and  from  1979,  he was  Vice  President,
                                                             Manufacturing for  the Home  Products Division.   He  has
                                                             been  employed  by Registrant  in  various  manufacturing
                                                             assignments since 1967.                                  
</TABLE>





                                       11
<PAGE>   13



<TABLE>
<CAPTION>
                                                                        
                                                                        
                                          Executive Officers of Registrant
                                          --------------------------------

                                          Employed By
                                          -----------
                                          Registrant
                                          ----------
             Name               Age          Since                       Positions and Offices Held
             ----               ---          -----                       --------------------------
 <S>                             <C>         <C>          <C>
 Joseph M. Ramos                 54          1992         President and General Manager,
                                                          Rubbermaid Commercial Products Inc.
                                                             Mr. Ramos joined Rubbermaid Commercial Products on
                                                             January 1, 1992 as President and General Manager. He
                                                             was previously employed with 3M Company for 25 years in
                                                             various domestic and international sales, marketing, and
                                                             general management assignments.



 Wayne L. Schmidt                46          1991         President and General Manager,
                                                          Rubbermaid Health Care Products Inc.
                                                             Mr.   Schmidt  was  appointed  President  and  General
                                                             Manager of Rubbermaid Health Care  Products Inc. in May
                                                             of 1995, having served previously as Executive Vice
                                                             President and General Manager since September of 1994.
                                                             He was previously Vice President of Sales for Rubbermaid
                                                             Commercial Products Inc., having joined that
                                                             organization in 1991 as Vice President Foodservice.


 Carol S. Troyer                 52          1962         President and General Manager,
                                                          Rubbermaid Office Products Inc.
                                                             Ms. Troyer was named President and General Manager of
                                                             Rubbermaid Office Products Inc. in 1994 having served
                                                             previously from 1992 as President and General Manager of
                                                             Rubbermaid Canada Inc.  From 1991, she was Vice
                                                             President Invincible Customer Services of the Home
                                                             Products Division and prior thereto Eastern Regional
                                                             Sales Vice President for the Division.
</TABLE>



All executive officers who are officers of Registrant are elected for a
one-year term.





                                       12

<PAGE>   14



                                    PART II
                                    -------

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
------------------------------------------------------------------------------

                 Registrant's Common Shares are traded on the New York Stock
Exchange under the symbol RBD.  As of January 31, 1996, Registrant had
approximately 32,300 shareholders of record.  Reference is made to page 38 of
the 1995 Annual Report to Shareholders, which is contained in Exhibit 13
hereof, for information concerning sales prices for and dividends paid on
Registrant's Common Shares during 1995 and 1994.

ITEM 6.  SELECTED FINANCIAL DATA
--------------------------------

                 Reference is made to pages 42 and 43 of the 1995 Annual Report
to Shareholders, which are contained in Exhibit 13 hereof, which pages include
the selected financial data for the five years ended December 31, 1995 as part
of Registrant's "Consolidated Financial Summary", which information is
incorporated by reference herein.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
         RESULTS OF OPERATIONS
         ---------------------

                 Reference is made to pages 39, 40 and 41 of the 1995 Annual
Report to Shareholders, which are contained in Exhibit 13 hereto, which include
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" for the years 1995, 1994, and 1993, which information is
incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------

                 Reference is made to pages 29 through 38 of the 1995 Annual
Report to Shareholders, which are contained in Exhibit 13 hereto, which include
the consolidated balance sheets and the notes thereto as of December 31, 1995
and 1994, and the related consolidated statements of earnings, cash flows and
shareholders' equity for each of the years in the three year period ended
December 31, 1995, together with the independent auditors' report thereon of
KPMG Peat Marwick LLP dated February 2, 1996, which information is incorporated
herein by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
------------------------------------------------------------------------
         FINANCIAL DISCLOSURE
         --------------------

                 Registrant has not changed its independent auditors, and there
have been no reportable disagreements with such auditors regarding accounting
principles or practices or financial disclosure matters.


                                    PART III
                                    --------

ITEM 10.         DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
--------         ----------------------------------------------

                 Information regarding the directors of Registrant is included
under the caption "Information as to Board of Directors and Nominees" in
Registrant's proxy statement dated March 8, 1996, and is incorporated herein by
reference.  Information regarding the executive officers of





                                       13
<PAGE>   15



Registrant is included under a separate caption in Part I hereof and is
incorporated by reference, in accordance with General Instruction G(3) to Form
10-K and Instruction 3 to Item 401(b) of Regulation S-K.

ITEM 11.   EXECUTIVE COMPENSATION
---------------------------------

                 Information regarding the above is included under the caption
"Executive Compensation" in Registrant's proxy statement dated March 8, 1996,
and is incorporated herein by reference.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-------------------------------------------------------------------------

                 Information regarding the above is included under the captions
"Security Ownership of Certain Beneficial Owners" and "Ownership By Management"
in Registrant's proxy statement dated March 8, 1996, and is incorporated herein
by reference.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
---------------------------------------------------------

                 Information regarding the above is included under the caption
"Security Ownership of Certain Beneficial Owners" in Registrant's proxy
statement dated March 8, 1996, and is incorporated herein by reference.


                                    PART IV
                                    -------

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
---------------------------------------------------------------------------

        (a)      The following documents are filed as part of this Form 10-K
                 Report.

                 (1)      The financial statements referred to in Item 8 above
                          which are contained in Exhibit 13 hereto and which 
                          are incorporated by reference thereto.

                 (2)      Exhibits 10(a) through 10(g) to this Item 14
                          constitute each executive compensation plan and 
                          arrangement of Registrant.

                 All schedules have been omitted because the material is not
applicable, or is not required, or because the required information is shown in
the consolidated financial statements or in the notes thereto, or is not
otherwise material to the consolidated financial statements.

        (b)      There were no reports on Form 8-K filed for the quarter ended
                 December 31, 1995.

        (c)      Exhibits (numbered in accordance with Item 601 of Regulation
                 S-K).

                 (3a, 4a)    Amended Articles of Incorporation of Rubbermaid
                             Incorporated.  Incorporated by reference from 
                             Exhibits 3a and 4a to Form 10-K for the year ended
                             December 31, 1992.

                 (3b, 4b)    Regulations of Rubbermaid Incorporated.
                             Incorporated by reference from Exhibits 3b and 4b 
                             to Form 10-K for the year ended December 31, 1992.





                                       14

<PAGE>   16



                 (4c)        Amended and Restated Rights Agreement between
                             Rubbermaid Incorporated and The First National Bank
                             of Boston. Incorporated by reference from
                             Exhibit 4 to Form 8 filed with the Commission on
                             October 26, 1989.

                 (10a)       Rubbermaid Incorporated Management Incentive Plan.
                             Incorporated by reference from Exhibit 10a to Form 
                             10-K for the year ended December 31, 1992.

                 (10b)       Rubbermaid Incorporated Amended 1989 Restricted
                             Stock Incentive and Option Plan.  Incorporated by
                             reference from Exhibit A to Proxy Statement
                             for April 26, 1994 Annual Meeting of Shareholders.

                 (10c)       Rubbermaid Incorporated Supplemental Executive
                             Retirement Plan, as amended. Incorporated by
                             reference from Exhibit 10(d) to Form 10-K for
                             the year ended December 31, 1993.

                 (10d)       Rubbermaid Incorporated Supplemental Retirement
                             Plan. Incorporated by reference from Exhibit 10(e)
                             to Form 10-K for the year  ended December 31, 1991.

                 (10e)       Change-Of-Control Employment Agreements -
                             Identical agreements have been entered into with
                             Charles A. Carroll, Richard D. Gates, David T.
                             Gibbons, Lucius W. Hoffa, Jr., Gary E. Kleinjan,
                             Gary F. Mattison, James A. Morgan, Michael E.
                             Naylor, Joseph M.  Ramos, David L. Robertson,
                             Wolfgang R. Schmitt, Carol S. Troyer, and George C.
                             Weigand. Incorporated by reference from Exhibit
                             10(i) to Form 10-K for the year ended December 31,
                             1991.

                 (10f)       Rubbermaid Incorporated 1993 Deferred Compensation
                             Plan.  Incorporated by reference to Exhibit A to
                             Proxy Statement for April 27, 1993 Annual
                             Meeting of Shareholders.

                 (10g)       Employment Agreement with David T. Gibbons.

                 (13)        Consolidated financial statements and other data
                             from pages 29 to 43 of 1995 Annual Report to
                             Shareholders.

                 (21)        Subsidiaries of Registrant.

                 (23)        Consent of KPMG Peat Marwick LLP.

                 (24)        Power of Attorney.

                 (27)        Financial Data Schedule.





                                       15
<PAGE>   17


SIGNATURE
---------

         Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


Date:    March 13, 1996                 RUBBERMAID INCORPORATED

                                        By:   /s/ Wolfgang R. Schmitt
                                           --------------------------------
                                              Wolfgang R. Schmitt
                                              Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
Registrant and in the capacities indicated on March 13, 1996.

/s/ Wolfgang R. Schmitt                  Director, Chairman of the Board and
-------------------------                Chief Executive Officer
Wolfgang R. Schmitt                        

/s/ George C. Weigand                    Senior Vice President and
-------------------------                Chief Financial Officer
George C. Weigand                          

/s/ John L. Theler                       Vice President and Corporate Controller
-------------------------                (Principal Accounting Officer)
John L. Theler                           

Tom H. Barrett                    Director

Charles A. Carroll                Director

Robert O. Ebert                   Director

Stanley C. Gault                  Director

Robert M. Gerrity                 Director

Karen N. Horn                     Director         By:   /s/ James A. Morgan
                                                      -----------------------   
William D. Marohn                 Director               James A. Morgan 
                                                         Attorney-in-Fact
Steven A. Minter                  Director

Jan Nicholson                     Director

Paul G. Schloemer                 Director

Gordon R. Sullivan                Director





                                       16

<PAGE>   18
                                 EXHIBIT INDEX
                                 -------------

<TABLE>
<CAPTION>
       Exhibit Number                    Exhibit Description
       --------------                    -------------------
     <S>                      <C>
     (3a, 4a)                 Amended Articles of Incorporation of Rubbermaid
                              Incorporated.  Incorporated by reference from
                              Exhibits 3a and 4a to Form 10-K for the year
                              ended December 31, 1992.

     (3b, 4b)                 Regulations of Rubbermaid Incorporated. 
                              Incorporated by reference from Exhibits 3b and 4b
                              to Form 10-K for the year ended December 31,      
                              1992.

     (4c)                     Amended and Restated Rights Agreement between
                              Rubbermaid Incorporated and The First National
                              Bank of Boston. Incorporated by reference from
                              Exhibit 4 to Form 8 filed with the Commission on
                              October 26, 1989.
             
     (10a)                    Rubbermaid Incorporated Management Incentive 
                              Plan. Incorporated by reference from
                              Exhibit 10(a) to Form 10-K for the year ended
                              December 31, 1992.
             
     (10b)                    Rubbermaid Incorporated Amended 1989 Restricted 
                              Stock Incentive and Option Plan.  Incorporated by
                              reference from Exhibit A to Proxy Statement
                              for April 26, 1994 Annual Meeting of Shareholders.
             
     (10c)                    Rubbermaid Incorporated Supplemental Executive 
                              Retirement Plan, as amended.  Incorporated by
                              reference from Exhibit 10(d) to Form 10-K for
                              the year ended December 31, 1993.
             
     (10d)                    Rubbermaid Incorporated Supplemental Retirement
                              Plan. Incorporated by reference from Exhibit
                              10(e) to Form 10-K for the year ended December
                              31, 1991.
             
     (10e)                    Change-Of-Control Employment Agreements -
                              Identical agreements have been entered into
                              with Charles A. Carroll, Richard D. Gates,
                              David T. Gibbons, Lucius W. Hoffa, Jr., Gary E.
                              Kleinjan, Gary F. Mattison, James A. Morgan,
                              Michael E. Naylor, Joseph M. Ramos, David L. 
                              Robertson, Wolfgang R. Schmitt, Carol S. Troyer, 
                              and George C. Weigand.  Incorporated by reference
                              from Exhibit 10(i) to Form 10-K for the year ended
                              December 31, 1991. 
</TABLE>


<PAGE>   19
                                 EXHIBIT INDEX
                                 -------------

<TABLE>
<CAPTION>
       Exhibit Number                   Exhibit Description
       --------------                   -------------------
        <S>                 <C>
        (10f)               Rubbermaid Incorporated 1993 Deferred Compensation  
                            Plan.  Incorporated by reference to Exhibit A to 
                            Proxy Statement for April 27, 1993 Annual Meeting 
                            of Shareholders.
                            
        (10g)               Employment Agreement with David T. Gibbons.
                            
        (13)                Consolidated financial statements and other data 
                            from pages 29 to 43 of 1995 Annual Report to 
                            Shareholders.
                            
        (21)                Subsidiaries of Registrant.
                            
        (23)                Consent of KPMG Peat Marwick LLP.
                            
        (24)                Power of Attorney.
                            
        (27)                Financial Data Schedule.
</TABLE>