<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, 1996

                                       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, 1997 -- 149,942,060.
Aggregate market value of such shares held by non-affiliates of Registrant as of
that date -- $3,381,784,055.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's Proxy Statement for the Annual Meeting of Shareholders
on April 22, 1997 -- Part III

Consolidated financial statements and other data from Registrant's 1996 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
predominantly plastic and rubber products in the consumer, commercial,
industrial, agricultural, institutional, office, specialty, contract, juvenile,
infant and home health care accessories markets. The items produced and marketed
by Registrant are in such categories as: housewares; hardware; decorative
coverings; automotive accessories; marine, leisure and recreational products;
infant furnishings; children's toys and products; 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
centers, hardware stores and distributors serving institutional markets.

                  Registrant's basic philosophy is to manufacture and market
branded, high-quality products that offer superior value to consumers and
customers. 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, alliances and continuous improvement, which will be reflected in the
strength and 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. 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 U.S. 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 U.S. economy, resulting in the current objective of doubling over a
five-to-six year period.

                  Registrant expects to meet its long-term growth objective
primarily from internally generated core business activities, supplemented from
time-to-time 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, strategic alliances, joint ventures or licensing arrangements.

                  To support this growth initiative, Registrant has accelerated
its focus on continuous improvement and value enhancements. Since announcing an
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 global business
development activities.

                  During the fourth quarter of 1995, the Company's management
approved a two-year strategic realignment program designed to reduce costs and
improve operating efficiencies. This 


                                        1



<PAGE>   3


program, to be completed by the end of 1997 and anticipated to provide $50
million in annual cost savings, includes the cost of exiting certain facilities,
asset impairments primarily due to product realignments, and employee
termination costs. Costs associated with this program of $158 million were
recognized at December 31, 1995, and are reflected in the Company's Consolidated
Statement of Earnings as realignment costs. Included in this charge is $120
million relating to the disposition of inventories and machinery and equipment.
Disposition of these assets will not have a material effect on future periods'
revenues, depreciation, or earnings. These realignment charges reduced after-tax
earnings by $98.7 million or $0.62 per share in 1995. As of December 31, 1996,
$26.5 million of the realignment activities have not been completed.

                  Concurrent with the realignment announcement, Registrant also
implemented a strategic initiative to balance its long-term capital structure.
During 1996, the Registrant repurchased $185 million of Common Shares and
completed a significant acquisition for cash, which enabled the achievement of a
prudent amount of leverage and lowered the Registrant's overall cost of capital.

                  As part of this capital structure initiative, the Registrant
in 1996 entered the commercial paper market for the first time, which was
received with favorable pricing, and also filed a Shelf Registration for up to
$400 million of senior unsecured debt securities. The Registrant, subsequently,
issued $150 million of senior notes with a maturity of 2006 and a coupon rate of
6.6%.

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

                  Registrant's acquisition strategy is focused on companies that
tend to fit one of three broad criteria: (1) provide a base for a new product
category offering significant growth opportunities; (2) provide an extension of
an existing core business; or (3) 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 product 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. Business development activities during
the last several years include the following:

                  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 Play Systems' 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, expanded
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 expanded 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 Home Products Division.



                                       2
<PAGE>   4



                  Carex, acquired in 1994, manufactures and sells bath safety,
mobility, daily living and personal care aids and accessories for the home
health care market, and has been integrated with Registrant's Commercial
Products business.

                  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.

                  In 1994, Registrant's Seasonal Products business divested its
outdoor casual resin furniture business, including the manufacturing facility in
Stanley, North Carolina. The divestiture allows 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.

                  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 the 1994 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.

                  Royal Rubbermaid Structures Ltd., a joint venture of the
Registrant and Royal Plastics Group Limited of Canada, was formed early in 1995.
This venture manufactured and marketed modular plastic components and kits for
small structures. Each partner owned 50 percent of the joint venture. Registrant
sold its partnership interest to Royal Plastics Group Limited of Canada in 1996.
The Registrant will continue to market its own line of consumer snap-together
storage sheds produced by its Seasonal Products business.

                  During 1996, Registrant acquired Graco Children's Products
Inc. (Graco), a leading manufacturer of strollers, walkers, playards, high
chairs and other infant and toddler products. Graco provides a strategic,
cross-marketing complement to Registrant's Little Tikes toy business.

                  In January 1997, Registrant announced a long term, global
alliance with Amway Corporation to jointly develop and market an exclusive,
co-branded line of distinctive products. The new products will be launched
through Amway Japan's force of 1.1 million distributors in the spring of 1997.
Additional products and geographic markets are contemplated for introduction
during the year.



                                       3
<PAGE>   5


                  Net Sales
                  ---------

                  The percentage of net sales contributed by each of the
consumer and institutional classes of products for the three years ended
December 31, 1996 was as follows:

<TABLE>
<CAPTION>
                                      Consumer           Institutional
                                      --------           -------------

<S>                                     <C>                   <C>
                      1996              77%                   23%
                      1995              77%                   23%
                      1994              79%                   21%
</TABLE>

                  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. The
sharp increases in resin costs began to moderate beginning mid-1995, but in
early 1996 again began to increase. The volatile resin costs, coupled with
decreases in Registrant's selling prices, negatively impacted earnings for 1996.
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 trademarks RUBBERMAID, LITTLE TIKES and GRACO have 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 BLUE ICE Brand (ice
substitute), BRUTE (maintenance products), CON-TACT Brand (pressure sensitive
decorative coverings), COZY COUPE (ride-on car), ELDON (office products), PACK'N
PLAY (playard), ROUGHNECK (tool boxes and storage containers), and SERVIN' SAVER
(containers) 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 and bird feeders. Insulated product sales
are highest during the first six months of the year. No material portion of
Registrant's other business is of a highly seasonal nature.



                                       4
<PAGE>   6


                  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 14%, 15% and 15% of net sales in 1996, 1995 and 1994,
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.

                  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 $29,505,000, $28,963,000 and
$27,747,000 during 1996, 1995 and 1994, 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
page 29 of the 1996 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 1996 was 13,861.



                                       5
<PAGE>   7


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

                  Reference is made to page 26 of the 1996 Annual Report to
Shareholders, which is contained in Exhibit 13 hereof, for information
concerning Registrant's operations in different geographical areas. Revenues
from outside U.S. ("OUS") customers, including OUS net sales and exports from
U.S. operations, represented 19%, 18%, and 16% of total net sales in 1996, 1995,
and 1994, respectively.

                  The global management structure is a matrix of locally focused
marketing and sales organizations with centralized cross-divisional
administrative and operations functions. Within each of three OUS geographic
areas, an Area President is responsible for all of the Registrant's business
within that respective area. Commercial directors, reporting to the Area
President, are responsible for the marketing and sales for their respective
business categories, while administrative and operations staff functions provide
support across all the businesses in an area.

                  The Area Presidents report to the Chief Operating Officer of
the Registrant. The Senior Vice President, International, is responsible for the
strategic leadership, market development and direction of resource allocations
for global operations.

                  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, while in markets where sufficient contract supply capabilities exist,
such arrangement may be utilized. In markets where it is deemed appropriate to
gain immediate access to manufacturing facilities or distribution, Registrant
may make selective acquisitions. Licensing arrangements are an alternative that
may be 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 of this report, the Registrant's
Annual Report or made by management of the Company, 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: the competitive environment; the condition of the industry and
economy, including the effects of weather, consumer and customer demand; the
cost of raw materials, which may not be recovered through selling prices; the
rate of growth in selling, general and administrative expenses due to
Registrant's business expansion; working capital requirements; changes in
interest rates; the under-utilization of Registrant's production facilities;
international factors, including currency exchange rates, economic conditions
and difficulties or delays in Registrant's business expansion outside the United
States; or difficulties or delays in the implementation of the Registrant's
realignment program.




                                       6
<PAGE>   8



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

                  Registrant and its subsidiaries have manufacturing and/or
warehousing locations in 13 states and 9 foreign countries.

                  Major plant and warehouse locations of Registrant are as
follows:

                           Home Products Division - Wooster and Akron, Ohio;
                           Phoenix, Arizona; Cortland, New York; Greenville and
                           Robersonville, North Carolina; Cleburne and
                           Greenville, Texas; Mississauga, Ontario, Canada;
                           Montreal, Quebec, Canada (leased) and Calgary,
                           Alberta, Canada (leased); Mexico City, Mexico

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

                           The Little Tikes Company - Hudson and Sebring, Ohio;
                           City of Industry, California (leased); Farmington,
                           Missouri; Shippensburg, Pennsylvania; Paris, Ontario,
                           Canada

                           Rubbermaid Commercial Products Inc. - Winchester,
                           Virginia; Phoenix, Arizona (leased); Cleveland,
                           Tennessee

                           Rubbermaid Office Products Inc. - Maryville,
                           Tennessee

                           Graco Children's Products Inc. - Elverson,
                           Pennsylvania; Hesperia, California; Greer, South
                           Carolina

                           Rubbermaid Europe S.A. - Oyonnax, France; Slupsk,
                           Poland; Dublin, Ireland; Differdange, Luxembourg;
                           Shefford, Bedfordshire, England (leased)

                           Rubbermaid Asia Pacific - Toyama, Japan; Melbourne,
                           Victoria, Australia (leased)

                  Certain domestic facilities are subject to mortgages securing
industrial revenue bonds 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.



                                       7
<PAGE>   9


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.

                        EXECUTIVE OFFICERS OF REGISTRANT
                        --------------------------------

<TABLE>
<CAPTION>
                                             Employed By
                                             -----------
                                             Registrant
                                             ----------
              Name                 Age          Since                Positions and Offices Held
              ----                 ---          -----                --------------------------

<S>                                <C>          <C>          <C>
 Wolfgang R. Schmitt               53           1966         Chairman of the Board and
                                                             Chief Executive Officer
                                                                   Mr. Schmitt has been Chairman  
                                                                   since September 1993 and Chief 
                                                                   Executive Officer since        
                                                                   November 1992. From May 1991,  
                                                                   he was President and Chief     
                                                                   Operating Officer, Executive   
                                                                   Vice President (1987-1991) and 
                                                                   President of the Home Products 
                                                                   Division (1984-1990).          
                                                                   

 Charles A. Carroll                47           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 Inc.

 Leavitt B. Ahrens, Jr.            53           1996         Senior Vice President,
                                                             International
                                                                   Mr. Ahrens joined Registrant  
                                                                   in April 1996 as Senior Vice  
                                                                   President of International. He
                                                                   was previously with VF        
                                                                   Corporation from 1985 to 1996,
                                                                   where he served most recently 
                                                                   as President of Asia-Pacific  
                                                                   and previously as President of
                                                                   Europe. His career in branded 
                                                                   consumer products began in    
                                                                   1970 and has included         
                                                                   seventeen years of overseas   
                                                                   residence.                    
</TABLE>



                                       8
<PAGE>   10


                        EXECUTIVE OFFICERS OF REGISTRANT
                        --------------------------------

<TABLE>
<CAPTION>
                                             Employed By
                                             -----------
                                             Registrant
                                             ----------
              Name                 Age          Since               Positions and Offices Held
              ----                 ---          -----               --------------------------

<S>                                <C>          <C>          <C>
 Richard D. Gates                  54           1973         Senior Vice President,
                                                             Business Development and Investor
                                                             Relations 
                                                                 Mr. Gates was named 
                                                                 Senior Vice President,        
                                                                 Investor Relations and        
                                                                 Corporate Communications in   
                                                                 1991 and to his present       
                                                                 position in 1992. He joined   
                                                                 Registrant as Assistant       
                                                                 Controller in 1973 and was    
                                                                 elected Assistant Treasurer in
                                                                 1977, Treasurer in 1979, and  
                                                                 Vice President in 1980.       
                                                                 

 Lucius W. Hoffa, Jr.              53           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.          
                                                                 

 James A. Morgan                   61           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                 58           1992         Senior Vice President,
                                                             Operations
                                                                 Mr. Naylor became Senior Vice  
                                                                 President, Operations in 1994, 
                                                                 having previously served       
                                                                 Registrant as Senior Vice      
                                                                 President, Technology and      
                                                                 Environment from 1992. He was 
                                                                 previously with General Motors 
                                                                 Corporation for 25 years.      
                                                                 

 David L. Robertson                51           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







                        EXECUTIVE OFFICERS OF REGISTRANT
                        --------------------------------

<TABLE>
<CAPTION>
                                             Employed By
                                             -----------
                                             Registrant
                                             ----------
              Name                 Age          Since             Positions and Offices Held
              ----                 ---          -----             --------------------------

<S>                                <C>          <C>          <C>
 George C. Weigand                 45           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. 
                                                                 

 Lawrence M. Blackburn             42           1983         Vice President and
                                                             Corporate Controller
                                                                 Mr. Blackburn was elected Vice
                                                                 President and Corporate       
                                                                 Controller in January, 1997.  
                                                                 He previously served as       
                                                                 Vice-President, International 
                                                                 for Home Products (from 1992) 
                                                                 and Seasonal Products (from   
                                                                 1995) and as Vice President   
                                                                 and Controller for the        
                                                                 Registrant's Home Products    
                                                                 Division from 1988.           
                                                                 

 John W. Dean III                  41           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.        
                                                                 

 Calvin C. Eller                   48           1996         President and General Manager,
                                                             Rubbermaid Specialty Products Inc.
                                                                 Mr. Eller joined Registrant in
                                                                 August 1996 as President and  
                                                                 General Manager of Rubbermaid 
                                                                 Specialty Products Inc. He was
                                                                 previously with Venture Stores
                                                                 from 1979-1996 where he served
                                                                 as Executive Vice President of
                                                                 Merchandising from 1992-1996  
                                                                 and as Senior Vice            
                                                                 President/General             
                                                                 Merchandising Manager from    
                                                                 1985-1992.                    
</TABLE>



                                       10
<PAGE>   12


                        EXECUTIVE OFFICERS OF REGISTRANT
                        --------------------------------

<TABLE>
<CAPTION>
                                             Employed By
                                             -----------
                                             Registrant
                                             ----------
              Name                 Age          Since               Positions and Offices Held
              ----                 ---          -----               --------------------------

<S>                                <C>          <C>          <C>
 David T. Gibbons                  53           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  
                                                                 and from 1991-1994, General   
                                                                 Manager of the Ceramic        
                                                                 Material Business of the 3M   
                                                                 Company, which he joined in   
                                                                 1968.                         
                                                                 

 Gary E. Kleinjan                  48           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.
                                                                 

 Gary F. Mattison                  56           1967         President and General Manager,
                                                             Global Transformation Team
                                                                 Mr. Mattison was appointed    
                                                                 President and General Manager,
                                                                 Global Transformation Team in 
                                                                 1996. He previously served as 
                                                                 President and General Manager 
                                                                 of Rubbermaid Specialty       
                                                                 Products Inc. from June 1993 
                                                                 and from 1979, as Vice        
                                                                 President, Manufacturing for  
                                                                 the Home Products Division.   
                                                                 

 Joseph M. Ramos                   55           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.       
</TABLE>



                                       11
<PAGE>   13


                        EXECUTIVE OFFICERS OF REGISTRANT
                        --------------------------------

<TABLE>
<CAPTION>
                                             Employed By
                                             -----------
                                             Registrant
                                             ----------
              Name                 Age          Since             Positions and Offices Held
              ----                 ---          -----             --------------------------

<S>                                <C>          <C>          <C>
 Derial H. Sanders                 54           1996         President and General Manager,
                                                             Graco Children's Products Inc.
                                                                 Mr. Sanders became President  
                                                                 and General Manager of Graco  
                                                                 Children's Products Inc. upon 
                                                                 its acquisition by Registrant 
                                                                 in 1996. He previously served 
                                                                 from 1980 to 1996 as          
                                                                 President. Since joining Graco
                                                                 in 1969 as Sales Manager, he  
                                                                 has also held the position of 
                                                                 Vice President of Sales and   
                                                                 Marketing.                    
                                                                 

 Carol S. Troyer                   53           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 Service  
                                                                 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.

                                     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, 1997, Registrant had
approximately 31,000 shareholders of record. Reference is made to page 27 of the
1996 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 1996 and 1995, which information is incorporated by
reference herein.

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

                  Reference is made to pages 30 and 31 of the 1996 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, 1996 as part
of Registrant's "Consolidated Financial Summary", which information is
incorporated by reference herein.



                                       12
<PAGE>   14



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

                  Reference is made to pages 27, 28 and 29 of the 1996 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 1996, 1995 and 1994, which information is incorporated
herein by reference.

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

                  Reference is made to pages 17 through 27 of the 1996 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, 1996
and 1995, 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, 1996, together with the independent auditors' report thereon of
KPMG Peat Marwick LLP dated January 31, 1997, 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 7, 1997, and is incorporated herein by
reference. Information regarding the executive officers of 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 7, 1997,
and is incorporated herein by reference.



                                       13
<PAGE>   15


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 7, 1997, and is incorporated herein
by reference.

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

                  Registrant has no relationships or related transactions
required to be reported by Item 404 of Regulation S-K.


                                     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)      On October 16, 1996 Registrant filed a report on Form 8-K
                  reporting the acquisition on October 2, 1996 of Graco
                  Children's Products Inc.

         (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.

                  (4c)        Shareholder Rights Agreement between Rubbermaid
                              Incorporated and The First National Bank of Boston
                              dated June 25, 1996. Incorporated by reference
                              from Exhibit 4.1 to Form 8-K filed with the
                              Commission on June 26, 1996.

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



                                       14
<PAGE>   16



                  (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 10d to Form 10-K for the
                              year ended December 31, 1993.

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

                  (10e)       Change-Of-Control Employment Agreement with
                              Wolfgang R. Schmitt. Identical agreements have
                              been entered into with Leavitt B. Ahrens, Jr.,
                              Charles A. Carroll, John W. Dean III, Calvin C.
                              Eller, 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, Derial H. Sanders,
                              Carol S. Troyer, and George C. Weigand.

                  (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.
                              Incorporated by reference from Exhibit 10g to Form
                              10-K for the year ended December 31, 1995.

                  (13)        Consolidated financial statements and other data
                              from pages 17 to 31 of 1996 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 24, 1997                      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 24, 1997.

/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/ Lawrence M. Blackburn           Vice President and Corporate Controller
------------------------------      (Principal Accounting Officer)
Lawrence M. Blackburn         

Tom H. Barrett                      Director

Charles A. Carroll                  Director

Robert O. Ebert                     Director

Robert M. Gerrity                   Director

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

Steven A. Minter                    Director

Jan Nicholson                       Director

Paul G. Schloemer                   Director

Gordon R. Sullivan                  Director



                                       16