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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 28, 1996
OR
Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the Transition period from to
Commission file number 1-11657
TUPPERWARE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-4062333
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14901 South Orange Blossom Trail, Orlando, Florida 32837
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(407)826-5050
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
Common Stock, $0.01 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the 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
(or for such shorter period that the Registrant was required to
file such reports), 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.
Aggregate market value of the Registrant's voting stock held by
non-affiliates, based upon the closing price of said stock on the
New York Stock Exchange-Composite Transaction Listing on March
10, 1997 was $38.875 per share: $2,370,658,689
As of March 10, 1997, 61,986,719 shares of the Common
Stock, $0.01 par value, of the Registrant were outstanding.
Documents Incorporated by Reference:
Portions of the Annual Report to Shareholders for the year
ended December 28, 1996 are incorporated by reference into Parts
I, II and IV of this Report.
Portions of the Proxy Statement relating to the Annual
Meeting of Shareholders to be held May 5, 1997 are incorporated
by reference into Part III of this Report.
PART I
Item 1. Business
(a) General Development of Business
Tupperware Corporation (the "Registrant" or "Tupperware") is
a multinational consumer products company. The Registrant is a
Delaware corporation which was organized on February 8, 1996 in
connection with the corporate reorganization of Premark
International, Inc. ("Premark"). In the reorganization, the
businesses of the Registrant and certain other assets and
liabilities of Premark and its subsidiaries were transferred to
the Registrant. On May 31, 1996 the Registrant became a
publicly-held company through the pro-rata distribution by
Premark to its shareholders of all of the outstanding shares of
common stock of the Registrant.
BUSINESS OF TUPPERWARE CORPORATION
Tupperware is a worldwide direct selling consumer products
company engaged in the manufacture and sale of Tupperware products.
Principal Products. Tupperware conducts its business through a
single business segment, manufacturing and marketing a broad line
of high-quality consumer products for the home and for personal
care. The core of Tupperware's product line consists of food
storage containers which preserve freshness through the well-known
Tupperware seals. Tupperware also has an established line of
children's educational toys, serving products and gifts. The line
of products has expanded over the years into kitchen, home storage
and organizing uses with products such as Modular Mates*
containers, Fridge Stackables* containers, OneTouch* canisters and
many specialized containers. In recent years, Tupperware has
expanded its offerings in the food preparation and service areas
through the addition of a number of products, including double
colanders, tumblers and mugs, mixing and serving bowls, serving
centers, microwaveable cooking and serving products, and kitchen
utensils.
Tupperware continues to introduce new designs and colors in its
product lines, and to extend existing products into new markets
around the world. The development of new products varies in
different markets around the world in order to address differences
in cultures, lifestyles, tastes and needs of the markets. New
products introduced in 1996 included the Rock N' Serve* line, Meals
in Minute* line, Family-Size Microsteamer, Crystal Wave* Soup Mug,
Legacy Serving Line and TupperMagic* line. New product development
and introduction will continue to be an important part of
Tupperware's strategy.
Products sold by Tupperware are primarily produced by Tupperware
in its manufacturing facilities around the world. In some markets,
Tupperware sources certain products from third parties and/or
contracts with local manufacturers to manufacture its products,
utilizing high-quality molds which are generally supplied by
Tupperware. Promotional items provided at product demonstrations
include items obtained from outside sources. (Words followed by *
are Trademarks of the Registrant).
Markets. Tupperware's business is operated on the basis of three
geographic segments: Europe, Africa and the Middle East; the
Americas; and Asia Pacific. Tupperware has operations in more than
60 countries and its products are sold in more than 100 foreign
countries and in the United States. For the past five fiscal years,
sales in foreign countries represented, on average, 83 percent of total
Tupperware revenues.
During 1996, Tupperware entered several new international
markets, including China, Central European countries, several
Middle Eastern countries, and India. Market penetration varies
throughout the world. Several "developing" areas which have low
penetration, such as Latin America, Asia and Eastern (Central)
Europe, provide significant growth potential for Tupperware.
Tupperware's strategy continues to include aggressive expansion
into new markets throughout the world.
Distribution of Tupperware Products. Tupperware's products are
distributed worldwide through the "direct selling" method of
distribution, in which products are sold to consumers outside
traditional retail store channels. The distributorship system is
intended to facilitate the timely distribution of products to the
consumer, and to establish uniform practices regarding the use of
Tupperware trademarks and the administrative arrangements with
Tupperware, such as order entering and delivering, paying and
recruiting, and training of dealers.
Tupperware products are sold directly to distributors or dealers
throughout the world. Distributors are granted the right to market
Tupperware products using the demonstration method and utilizing
the Tupperware trademark. The vast majority of Tupperware's
distributorship system is composed of distributors, managers and
dealers (known in the United States as consultants) who are
independent contractors and not employees of Tupperware. In certain
limited circumstances Tupperware owns the distributorship for a
period of time, until an independent distributor can be installed,
in order to maintain market presence.
In addition to the introduction of new products and development
of new geographic markets, a key element of Tupperware's strategy
is expanding its business by enlarging the number of distributors
and consultants. Under the Tupperware system, distributors
recruit, train and motivate a large sales force to cover the
distributor's geographic area. Managers are developed and promoted
by distributors to assist the distributor in recruiting, training
and motivating dealers, as well as continuing to hold their own
demonstrations.
As of December 28, 1996, the Tupperware distribution system had
over 1,800 distributors, over 52,000 managers and over 966,000
consultants worldwide. The consultant force continues to increase
each year.
Tupperware relies primarily on the "demonstration" method of
sales, which is designed to enable the purchaser to appreciate
through demonstration the features and benefits of Tupperware
products. Demonstrations, which are sometimes referred to as
"Tupperware parties," are held in homes, offices, social clubs and
other locations. In excess of 16.8 million demonstrations were held
in 1996 worldwide. Tupperware products are also promoted through
monthly brochures mailed to persons invited to attend Tupperware
parties and various other types of demonstrations. Sales of
Tupperware products are supported by Tupperware through a program
of sales promotions, sales and training aids and motivational
conferences for the independent salesforce. In addition, to support
its salesforce, Tupperware utilizes catalogs, magazine advertising
and toll-free telephone ordering, which helps increase its sales
levels with hard-to-reach customers.
The distribution of products to consumers is primarily the
responsibility of distributors, who often maintain their own
inventory of Tupperware products, the necessary warehouse
facilities and delivery systems. In certain markets, Tupperware
offers distributors the use of a delivery system of direct product
shipment to consumers or dealers, which is intended to reduce the
distributor's investment in inventory and enable distributors to be
more cost-efficient.
Competition. There are two primary competitive factors which
affect Tupperware's business: (i) competition with other "direct
sales" companies for sales personnel and demonstration dates; and
(ii) competition in the markets for food storage and serving
containers, toys, personal care items, and gifts in general.
Tupperware believes that it holds a significant market share in
each of these markets in many countries. This has been facilitated
by innovative product development and a large, dedicated worldwide
salesforce. Tupperware's competitive strategies are to continue to
expand its direct selling distribution system, and to provide high-quality,
high-value products throughout the world.
Employees. Tupperware employs approximately 7,000 people, of
whom approximately 1,000 are based in the United States.
Tupperware's United States work force is not unionized. In certain
countries, Tupperware's work force is covered by collective
arrangements decreed by statute. The terms of most of these
arrangements are determined on an annual basis. Additionally,
approximately 138 Tupperware manufacturing employees in the
Australian mold manufacturing operation are covered by a collective
bargaining agreement which is negotiated annually. There have been
no work stoppages or threatened work stoppages in over three years
and Tupperware believes its relations with its employees to be
good. The independent consultants, dealers, managers and
distributors engaged in the direct sale of Tupperware products are
not employees of Tupperware.
Research and Development. For fiscal years ended 1996, 1995 and
1994, Tupperware incurred expenses of approximately $7.2 million,
$6.3 million and $8.9 million, respectively, on research and
development activities for new products.
Raw Materials. Products manufactured by Tupperware require
plastic resins meeting its specifications. These resins are
purchased through various arrangements with a number of large
chemical companies located throughout Tupperware's markets. As a
result, Tupperware has not experienced difficulties in obtaining
adequate supplies and generally has been successful in mitigating
the effects of increases in resin market prices. Research and
development relating to resins used in Tupperware products is
performed by both Tupperware and its suppliers.
Trademarks and Patents. Tupperware considers its trademarks and
patents to be of material importance to its business; however,
except for the Tupperware trademark, Tupperware is not dependent
upon any single patent or trademark, or group of patents or
trademarks. The trademark on the Tupperware name is registered on
a country by country basis. The current duration for such
registration ranges from seven years to fifteen years; however,
each such registration may be renewed an unlimited number of times.
The patents and trademarks used in Tupperware's business are
registered and maintained on a worldwide basis, with a variety of
durations. Tupperware has followed the practice of applying for
design and utility patents with respect to most of the significant
patentable developments.
Environmental Laws. Compliance with federal, state and local
environmental protection laws has not in the past had, and is not
expected to have in the future, a material effect upon Tupperware's
capital expenditures, liquidity, earnings or competitive position.
Other. Tupperware sales do not vary significantly on a quarterly
basis; however, third quarter sales are generally lower than the
other quarters in any year due to vacations by Tupperware's sales
consultants and their customers as well as Tupperware's reduced
promotional activities during such quarter. Sales generally
increase in the fourth quarter as it includes traditional gift
giving occasions in many of Tupperware's markets and as children
return to school and households refocus on activities that include
the use of Tupperware's products. There are no working capital
practices or backlog conditions which are material to an
understanding of Tupperware's business. Tupperware's business is
not dependent on a small number of customers, nor is any of its
business subject to renegotiation of profits or termination of
contracts or subcontracts at the election of the United States
government.
Executive Officers of the Registrant. Following is a list of the
names and ages of all the Executive Officers of the Registrant,
indicating all positions and offices with the Registrant held by
each such person, and each such person's principal occupations or
employment during the past five years. Each such person has been
elected to serve until the next annual election of officers of the
Registrant (expected to occur on May 5, 1997).
Executive Officers of the Company.
Name and Age Office and Experience
Warren L. Batts, age 64 Chairman and Chief Executive Officer. Mr. Batts
has served in such capacity since 1996 after
serving as Chairman and Chief Executive Officer
of Premark from 1986 to 1996. Mr. Batts
continues to serve as Chairman of Premark.
Brian R. Biggin, age 51 Vice President, Internal Audit since March 1996.
Mr. Biggin previously served as Director,
Computer Systems Audit, for Premark since 1986.
Mark H. Bobek, age 35 Vice President and Treasurer since March 1996.
Mr. Bobek previously served as Director of
International and Corporate Finance since 1994
and served in various other financial
positions with Premark since 1989.
Luis G. Campos, age 44 President, Tupperware Americas. Mr. Campos has
held such position since November, 1995.
From April 1994 to November 1995, he served as
President Tupperware IberoAmerica. Mr. Campos
served as President and Chief Executive Officer
of Sara Lee-House of Fuller-Mexico from
1992 to April 1994. From 1985 to 1992 he served
as Managing Director of Hasbro Auriken Mexico.
Gerald Crompton, age 53 Vice President, Product Marketing Worldwide
since November 1996. Prior thereto, Mr. Crompton
served as Vice President, Product Management for
Tupperware Europe, Africa and Middle East since
1992 and Director of Product Management
for the same Area since 1991.
E.V. Goings, age 51 President and Chief Operating Officer since 1996.
It is anticipated that upon Mr. Batts' retirement
from the position of Chief Executive Officer of
Tupperware, Mr. Goings will be elected to such
position. Mr. Goings served as Executive Vice
President of Premark and President of Tupperware
Worldwide from November 1992 to 1996. From
June 1992 to November 1992, Mr. Goings served
as Senior Vice President of Sara Lee
Corporation. From 1986 to June 1992, Mr. Goings
served in various executive positions with
Avon Products, Inc.
David T. Halversen, age 52 Senior Vice President, Business Development
and Communications since November, 1996.
Prior thereto, he served as Senior Vice President,
Planning, Business Development and Financial
Relations since May 1996. He previously served
as Vice President, Business Development and
Planning since February, 1995. From April 1985
until February 1995. Mr. Halverson served in
various planning and strategy positions with
Avon Products, Inc.
Christine J. Hanneman, Vice President, Financial Relations
age 41 since March 1996. Ms. Hanneman
served as Director, Investor
Relations for Premark from June 1994 until
joining Tupperware. From February 1990 to June
1994 she served as Manager Investor
Relations of Premark.
Carol A. Kiryluk, age 50 Senior Vice President, Human Resources since
March 1996. From March 1992 until March 1996,
Ms. Kiryluk served as Vice President, Human
Resources Worldwide for Tupperware. From
November 1989 until joining Tupperware in 1992,
Ms. Kiryluk served as Vice President,
Human Resources, Corporate Relations for JI Case.
Gaylin L. Olson, age 51 Senior Vice President, Emerging Markets,
Tupperware Worldwide. Mr. Olson has served
in various executive positions for Tupperware
over the years, including President
of Asia Pacific and most recently
President of U.S. Operations.
Thomas P. O'Neill, Jr. Senior Vice President and Chief Financial
age 43 Officer. Prior thereto, Mr. O'Neill served
as Vice President and Chief Financial Officer,
Tupperware Europe, Africa and Middle East since
April 1994. Prior thereto, Mr. O'Neill served
as Vice President and Treasurer of Premark from
February 1992 after serving as Vice President,
Auditing of Premark from April 1989.
Thomas M. Roehlk, age 46 Senior Vice President, General Counsel and
Secretary since December 1995. Prior thereto
Mr. Roehlk served as Assistant General Counsel
and Assistant Secretary of Premark.
James E. Rose, Jr., age 54 Senior Vice President Taxes and Governmental
Affairs. Mr. Rose served as Vice President,
Tax and Government Affairs since March 1996.
From 1994 to March 1996, Mr. Rose served as Vice
President, Taxes and Government Affairs
for Premark. Prior thereto Mr. Rose served as
Vice President, Taxes for Premark.
Hans Joachim Schwenzer, Senior Vice President, Tupperware
age 60 Worldwide. Mr. Schwenzer is currently
President, Tupperware Germany; President,
Sales Programs and Promotions, Tupperware
Europe, Africa and Middle East; and
Regional General Manager, Austria and Eastern
Europe Region and has been since May 1995,
Senior Vice President, Tupperware Worldwide.
Prior to assuming those positions, Mr.
Schwenzer served starting in November 1990 as
President, Tupperware Germany, and has held
several other area positions since joining
Tupperware.
Christian E. Skroeder, President, Tupperware Europe,
age 48 Africa and Middle East since May
1995. Prior thereto, Mr. Skroeder served in
various executive positions with Tupperware.
William E. Spears, Jr., President, Tupperware U.S. since
age 51 February 1997. Prior thereto, Mr.
Spears served as Executive Vice
President and Chief Operating Officer of
Nature's Sunshine Products, Inc.
From 1972 to 1994, Mr. Spears served in various
managerial positions with Avon Products, Inc.
Jose R. Timmerman, age 48 Vice President, Operations, Tupperware
Worldwide. From October 1993, Mr. Timmerman has
been Vice President, Operations,
Tupperware Worldwide. Prior to assuming that
position, Mr. Timmerman served as Vice President,
Manufacturing, Tupperware Asia Pacific starting
in November 1992. From 1985 to 1992,
he served as Plant Manager of the Tupperware
manufacturing plant in Aalst, Belgium.
Paul B. Van Sickle, age 57 Executive Vice President since March 1997.
Prior thereto, Mr. Van Sickle served as Senior
Vice President, Finance and Operations. Prior
to assuming that position, he served as Vice
President, Finance of Tupperware.
Robert W. Williams, age 53 President, Tupperware Asia Pacific.
From April 1995, Mr. Williams has been
President, Tupperware Asia Pacific.
Prior to assuming that position,
Mr. Williams served in various management
positions in Tupperware Asia Pacific starting in
August 1993. From 1991 until joining
Tupperware, Mr. Williams served as Vice
President, Marketing for Cameo Coutures, Inc.
From 1989 to 1991, he served as President of
Impact Business Systems.
Item 2. Properties
The principal executive office of the Registrant is owned by
the Registrant and located in Orlando, Florida. The Registrant owns
and maintains manufacturing plants in Argentina, Belgium, Brazil,
France, Greece, Japan, Korea, Mexico, the Philippines, Portugal,
South Africa, Spain and the United States, and leases manufacturing
facilities in Venezuela and China. Tupperware conducts a
continuing program of new product design and development at its
facilities in Florida, Japan and Belgium. None of the owned
principal properties is subject to any encumbrance material to the
consolidated operations of the Registrant. The Registrant
considers the condition and extent of utilization of its plants,
warehouses and other properties to be good, the capacity of its
plants and warehouses generally to be adequate for its needs, and
the nature of the properties to be suitable for its needs.
Item 3. Legal Proceedings
A number of ordinary course legal and administrative
proceedings against Tupperware are pending. In addition to such
proceedings, there are certain proceedings which involve the
discharge of materials into or otherwise relating to the protection
of the environment. Certain of such proceedings involve federal
environmental laws such as the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as well as state
and local laws. Tupperware establishes reserves with respect to
certain of such proceedings. Because of the involvement of other
parties and the uncertainty of potential environmental impacts, the
eventual outcomes of such actions and the cost and timing of
expenditures cannot be estimated with certainty. It is not
expected that the outcome of such proceedings, either individually
or in the aggregate, will have a materially adverse effect upon
Tupperware.
As part of the 1986 reorganization involving the formation of
Premark, Premark was spun-off by Dart & Kraft, Inc. and Kraft, Inc.
assumed any liabilities arising out of any legal proceedings in
connection with certain divested or discontinued former businesses
of Dart Industries Inc., a subsidiary of Tupperware, including
matters alleging product liability, environmental liability and
infringement of patents. The assumption of liabilities by Kraft,
Inc. remains effective subsequent to the spin-off of Registrant.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
The stock price information set forth in Note 12 ("Quarterly
Financial Summary (unaudited)") appearing on page 34 of the Annual
Report to Shareholders for the year ended December 28, 1996 is
incorporated by reference into this Report. The information set
forth in Note 13 ("Rights Agreement") on page 34 of the Annual
Report to Shareholders for the year ended December 28, 1996 is
incorporated by reference into this Report. As of March 10, 1997
the Registrant had 21,190 shareholders of record.
Item 6. Selected Financial Data
The information set forth under the caption "Selected
Financial Data" on pages 14 and 15 of the Annual Report to
Shareholders for the year ended December 28, 1996 is incorporated
by reference into this Report.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The information entitled "Management's Discussion and Analysis"
set forth on pages 16 through 20 of the Annual Report to Shareholders
for the year ended December 28, 1996 is incorporated by reference into
this Report.
Item 8. Financial Statements and Supplementary Data
(a) The following Consolidated Financial Statements of
Tupperware Corporation and Report of Independent Accountants set
forth on pages 21 through 34, and on page 35 respectively, of the
Annual Report to Shareholders for the year ended December 28, 1996
are incorporated by reference into this Report:
Consolidated Statement of Income, Cash Flows and Shareholders'
Equity--Years ended December 28, 1996, December 30, 1995 and
December 31, 1994.
Consolidated Balance Sheet--December 28, 1996 and December 30, 1995.
Notes to the Consolidated Financial Statements; and
Report of Independent Accountants dated February 14, 1997.
(b) The supplementary data regarding quarterly results of
operations contained in Note 12 ("Quarterly Financial Summary
(Unaudited)") of the Notes to the Consolidated Financial Statements
of Tupperware Corporation on page 34 of the Annual Report to
Shareholders for the year ended December 28, 1996 is incorporated
by reference into this Report.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None
PART III
Item 10. Directors and Executive Officers of the Registrant
The information as to the Directors of the Registrant set
forth under the sub-caption "Board of Directors" appearing under
the caption "Election of Directors" on pages 1 through 3 of the
Proxy Statement relating to the Annual Meeting of Shareholders to
be held on May 5, 1997 is incorporated by reference into this
Report. The information as to the Executive Officers of the
Registrant is included in Part I hereof under the caption
"Executive Officers of the Registrant" in reliance upon General
Instruction G to Form 10-K and Instruction 3 to Item 401(b) of
Regulation S-K.
Item 11. Executive Compensation
The information set forth under the caption "Compensation of
Directors" on page 14 of the Proxy Statement relating to the Annual
Meeting of Shareholders to be held on May 5, 1997 and the
information on pages 10 through 15 of such Proxy Statement relating
to executive officers' compensation is incorporated by reference
into this Report.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The information set forth under the captions "Security
Ownership of Certain Beneficial Owners" on page 5 and "Security
Ownership of Management" on page 4 of the Proxy Statement
relating to the Annual Meeting of Shareholders to be held on May 5,
1997 is incorporated by reference into this Report.
Item 13. Certain Relationships and Related Transactions
None
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports On
Form 8-K
(a) (1) List of Financial Statements
The following Consolidated Financial Statements of Tupperware
Corporation and Report of Independent Accountants set forth on
pages 21 through 34, and on page 35, respectively, of the Annual
Report to Shareholders for the year ended December 28, 1996 are
incorporated by reference into this Report by Item 8 hereof:
Consolidated Statements of Income, Cash Flows and
Shareholders' Equity--Years ended December 28, 1996, December 30,
1995 and December 31, 1994.
Consolidated Balance Sheet--December 28, 1996 and December 30,
1995.
Notes to the Consolidated Financial Statements; and
Report of Independent Accountants dated February 14, 1997.
(a) (2) List of Financial Statement Schedules
The following consolidated financial statement schedule
(numbered in accordance with Regulation S-X) of Tupperware
Corporation is included in this Report:
Report of Independent Accountants on Financial Statement
Schedule, page 21 of this Report; and
Schedule II--Valuation and Qualifying Accounts for the three
years ended December 28, 1996, page 22 of this Report.
All other schedules for which provision is made in the
applicable accounting regulations of the Securities and Exchange
Commission are not required under the related instructions, are
inapplicable, or the information called for therein is included
elsewhere in the financial statements or related notes contained or
incorporated by reference herein.
(a) (3) List of Exhibits: (numbered in accordance with Item 601
of Regulation S-K)
Exhibit
Number Description
*1 Underwriting Agreement (Attached
to Form S-3 Registration Statement as
Exhibit 1 and incorporated herein by reference).
*2 Distribution Agreement by and among Premark
International, Inc., Tupperware Corporation and
Dart Industries Inc. Attached as Exhibit 2 to
Tupperware Corporation's Registration
Statement on Form 10 (No. 1-11657) filed with the
Commission on March 4, 1996 and incorporated
herein by reference).
*3.1 Amended and Restated Certificate of Incorporation
of Tupperware Corporation (Attached as Exhibit
3.1 to Form 10 and incorporated herein by reference.)
*3.2 Amended and Restated By-laws of Tupperware
Corporation (Attached as Exhibit 3.2 to
Form 10 and incorporated herein by reference.)
*4.1 Rights Agreement, by and between Tupperware
Corporation and the rights agent
named therein (Attached as Exhibit 4 to
Form 10 and incorporated herein by reference.)
*4.2 Indenture dated as of October 1, 1996,
among Tupperware and The First National Bank of
Chicago, as Trustee, (Attached as Exhibit
4(a) to Tupperware Corporation's Registration
Statement on Form S-3 (No. 3-12125) filed with
the Commission on September 25, 1996 and
incorporated herein by reference.)
*4.3 Form of Debt Securities. (Attached as
Exhibit 4(b) to Tupperware Corporation's
Registration Statement on Form S-3 (No.
3-12125) filed with the Commission on September
25, 1996 and incorporated herein by reference.)
*4.4 Form of Warrant Agreement, including form of
Warrant Certificate (Attached as
Exhibit 4(a) to Tupperware Corporation's
Registration Statement on Form S-3
(No. 3-12125) filed with the Commission on September
25, 1996 and incorporated herein by reference.)
*10.1 Tupperware Corporation 1996
Incentive Plan (Attached to Information
Statement as Annex C and incorporated
herein by reference.)
*10.2 Tupperware Corporation Directors Stock Plan
(Attached to Information
Statement as Annex D and incorporated
herein by reference.)
*10.3 Tax Sharing Agreement between Tupperware
Corporation and Premark International, Inc.
(Attached as Exhibit 10.3 to Form 10 and incorporated
herein by reference.)
*10.4 Employee Benefits and Compensation Allocation
Agreement between Tupperware
Corporation and Premark International,
Inc. (Attached as Exhibit 10.4 to Form
10 and incorporated herein by reference.)
*10.5 Form of Change of Control Agreement
(Attached as Exhibit 10.5 to Form 10
and incorporated herein by reference.)
*10.6 Employment Agreement for Mr. Goings.
(Attached as Exhibit 10.6 to Form 10
and incorporated herein by reference.)
*10.7 Employment Agreement for Mr. Campos.
(Attached as Exhibit 10.7 to Form 10
and incorporated herein by reference.)
10.8 Employment Agreement for Mr. Schwenzer.
*10.9 Credit Agreement (Attached to
Tupperware Corporation's Registration
Statement Form 10 as Exhibit 10.8 and
incorporated herein by reference.)
10.10 Form of Franchise Agreement between a
subsidiary of the Registrant and distributors
of Tupperware products in the United States.
11 Statement of Computation of Per Share Earnings.
13 Pages 14 through 35 of the Annual Report
to Shareholders of the Registrant
for the year ended December 28, 1996.
21 Subsidiaries of Tupperware Corporation
as of March 10, 1997.
23 Manually signed Consent of Independent Accountants
to the incorporation of their report by
reference into the prospectus contained in
specified registration statements on Form S-8
and Form S-3.
24 Powers of Attorney
27 Financial Data Schedule
* Document has heretofore been filed with the Commission and is incorporated by
reference and made a part hereof.
The Registrant agrees to furnish, upon request of the
Commission, a copy of all constituent instruments defining the
rights of holders of long-term debt of the Registrant and its
consolidated subsidiaries.
(b) Reports on Form 8-K
During the quarter ended December 28, 1996, the Registrant did
not file any reports on Form 8-K.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Shareholders
of Tupperware Corporation.
Our audits of the consolidated financial statements referred
to in our report dated February 14, 1997 appearing on page 35 of
the 1996 Annual Report to Shareholders of Tupperware Corporation
(which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also
included an audit of the Financial Statement Schedule listed in
Item 14(a)(2) of this Form 10-K. In our opinion, this Financial
Statement Schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the
related consolidated financial statements.
Price Waterhouse LLP
Orlando, Florida
February 14, 1997
TUPPERWARE CORPORATION
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 28, 1996
(In millions)
Col. A Col. B Col. C Col. D Col. E
------------------------ ---------- ----------- ----------- ----------
Additions
-----------
Balance at Charged Charged Balance at
Beginning to Costs to Other End of
Description of Period Expenses Accounts Deductions of Period
----------- --------- -------- --------- ---------- -----------
Allowance for doubtful
accounts, current and
long term:
Year ended $ 50.9 $ 20.9 -- $(3.7) $ 67.9
December 28, 1996 $(0.2)
Year ended
December 30, 1995 $ 48.0 $ 7.7 -- $(4.7) $ 50.9
$(0.1)
Year ended $ 50.9 $ 6.1 -- $(8.4) $ 48.0
December 31, 1994 $(0.6)
Valuation allowance for deferred tax assets:
Year ended $25.9 $(0.1) -- -- $ 25.8
December 28, 1996
Year ended $28.7 $(2.8) -- -- $ 25.9
December 30, 1995
Year ended $52.5 $(23.8) -- -- $ 28.7
December 31, 1994
Represents write-offs less recoveries.
Foreign currency translation adjustment.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Tupperware Corporation
(Registrant)
By______________________
Warren L. Batts
Chairman of the Board and
Chief Executive Officer
March 24, 1997
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the date
indicated.
Signature Title
Warren L. Batts Chairman of the Board of Directors,
Chief Executive Officer and Director
(Principal Executive Officer)
Paul B. Van Sickle Executive Vice President, (Principal Financial
Officer)
Thomas P. O'Neill, Jr. Senior Vice President and Chief Financial
Officer (Principal Accounting Officer)
* Director
Rita Bornstein, Ph.D
* Director
William O. Bourke
* Director
Ruth M. Davis, Ph.D
* Director
Lloyd C. Elam, M.D.
E.V. Goings President, Chief Operating Officer and Director
* Director
Clifford J. Grum
* Director
Joe R. Lee
* Director
Joseph E. Luecke
* Director
Bob Marbut
* Director
David R. Parker
* Director
Robert M. Price
By: ____________________
Thomas M. Roehlk
Attorney-in-fact
March 24, 1997
EXHIBIT INDEX
Exhibit No. Description
10.8 Employment Contract for Mr.
Schwenzer
10.10 Form of Franchise Agreement
11 Statement of Computation of Per Share Earnings
13 Selected pages from Annual Report
to Shareholders
21 List of Subsidiaries
23 Consent of Independent
Accountants
24 Powers of Attorney
27 Financial Data Schedule