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UNITED STATES 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
For the fiscal year ended December 27, 1997
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 1-11657
______________________________________________________________________________
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:
Title of Each Class Name of Each Exchange 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,
1998 ($28.125 per share): $1,636,252,228.
As of March 10, 1998, 59,200,241 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 27, 1997 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 8, 1998 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. 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, the Rock N'Serve* line, Meals in Minutes* line, Legacy
Serving line and TupperMagic* line, and many specialized containers.
In recent years, Tupperware has expanded its offerings in the food
preparation and servicing 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
in order to address differences in cultures, lifestyles, tastes and
needs of the markets. New products introduced in 1997 included a
wide range of products in all four geographic areas; including many
using Disney movie and cartoon characters under a license. 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 four
geographic segments: Europe, Africa and Middle East; Asia Pacific;
Latin America; and the United States. Tupperware has operations in more
than 74 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, 84 percent of total
Tupperware revenues.
During 1997, Tupperware entered several new international markets,
including Russia and Turkey. 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 acquires ownership of distributor-
ships 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 27, 1997, the Tupperware distribution system had
over 1800 distributors, over 50,400 managers and over 950,000
consultants worldwide.
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 17,250,000 demonstrations were held in 1997 worldwide.
Tupperware products are also promoted through 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 sales force.
In addition, to support its sales force, 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, 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 sales force. 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 6,800 people, of whom
approximately 900 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 60 Tupperware manufacturing
employees in the Australian mold manufacturing operation are covered
by a collective bargaining agreement which is negotiated annually and
Philippine manufacturing employees have negotiated a collective
bargaining agreement which will remain in effect for a three-year
period. 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 1997, 1996 and 1995,
Tupperware incurred expenses of approximately $12.8 million, $7.2
million and $6.3 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 8, 1998).
Positions and Offices Held and Principal Occupations
of Employment During Past Five Years
Name and Age Office and Experience
Brian R. Biggin, age 52 Vice President, Internal Audit since
March 1996. Mr. Biggin previously
served as Director, Computer Systems
Audit, for Premark since 1986.
Gerald M. Crompton, age 54 Senior Vice President, Product
Marketing, Worldwide since November
1997, after serving as 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.
Alberto Giovannini, age 58 President, Latin America since August
1997, after serving in various executive
positions in Tupperware's European
operations.
E.V. Goings, age 52 Chairman and Chief Executive Officer
since October, 1997. Prior thereto, he
was President and Chief Operating
Officer since 1996. Mr. Goings served
as Executive Vice President of Premark
and President of Tupperware Worldwide
from November 1992 to 1996.
David T. Halversen, age 53 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, after serving in various
planning and strategy positions with
Avon Products, Inc.
Christine J. Hanneman, age 42 Vice President, Financial Relations
since March 1996. Ms. Hanneman served
as Director, Investor Relations for
Premark from June 1994 until joining
Tupperware. Prior thereto, she served
as Manager Investor Relations of Premark.
Carol A. Kiryluk, age 51 Senior Vice President, Human Resources,
Worldwide since March 1996. From March
1992 until March 1996, Ms. Kiryluk served
as Vice President, Human Resources,
Worldwide for Tupperware.
Jennifer M. Moline, age 40 Vice President and Treasurer since
February 1998, after serving in various
business development and financial
management positions within the
Corporation.
Gaylin L. Olson, age 52 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., age 44 Senior Vice President and Chief
Financial Officer since March 1997.
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
International, Inc.
Michael S. Poteshman, age 34 Vice President and Controller since
January 1998, after serving as Assistant
Controller since March 1996. Prior
thereto, Mr. Poteshman served as
Director, Accounting and Reporting
Standards for Premark International, Inc.
since September 1993, after serving as
an audit manager with Price Waterhouse.
Thomas M. Roehlk, age 47 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 55 Senior Vice President Taxes and
Government 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, age 61 Senior Vice President, Tupperware,
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 as
President, Tupperware Europe, Africa
and Middle East.
Christian E. Skroeder, age 49 President, Tupperware Europe, Africa
and Middle East since May 1995. Prior
thereto, Mr. Skroeder served in
various executive positions with
Tupperware.
William E. Spears, age 52 President, Tupperware North America
since January 1998, after serving as
President, Tupperware U.S. since
February 1997. Prior thereto,
Mr. Spears served as Executive Vice
President and Chief Operating Officer
of Nature's Sunshine Products, Inc.
Prior to 1994, Mr. Spears served in
various managerial positions with
Avon Products, Inc.
Jose R. Timmerman, age 49 Senior Vice President, Operations,
Tupperware, Worldwide since August 1997.
Prior thereto, he was Vice President
Operations, Worldwide since 1993 after
serving as Vice President, Manufacturing,
Tupperware Asia Pacific.
Paul B. Van Sickle, age 58 Executive Vice President since March
1997. Prior thereto, Mr. Van Sickle
served as Senior Vice President,
Finance and Operations.
Robert W. Williams, age 54 President, Tupperware Asia Pacific from
April 1995. 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, Inc.
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 distribution of the equity of the Registrant
to Premark shareholders.
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 35 of the Annual Report
to Shareholders for the year ended December 27, 1997 is incorporated by
reference into this Report. The information set forth in Note 13
("Rights Agreement") on page 35 of the Annual Report to Shareholders for
the year ended December 27, 1997 is incorporated by reference into this
Report. As of March 10, 1998, the Registrant had 19,323 shareholders of
record.
Item 6. Selected Financial Data
The information set forth under the caption "Selected Financial Data"
on pages 2 and 3 of the Annual Report to Shareholders for the year ended
December 27, 1997 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 of
Financial Condition and Results of Operations" set forth on pages 4
through 13 of the Annual Report to Shareholders for the year ended
December 27, 1997 is incorporated by reference into this Report.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The information set forth under the caption "Market Risk and Impact
of Inflation" on page 13, and under the sub-caption "Derivative Financial
Instruments" in Note 6 ("Financing Arrangements") on pages 24 and 25, of
the Annual Report to Shareholders for the year ended December 27, 1997 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 Certified Public Accountants set
forth on pages 14 through 35, and on page 36 respectively, of the Annual
Report to Shareholders for the year ended December 27, 1997 are
incorporated by reference into this Report:
Consolidated Statements of Income, Cash Flows and Shareholders'
Equity--Years ended December 27, 1997, December 28, 1996 and December 30,
1995.
Consolidated Balance Sheet--December 27, 1997 and December 28, 1996.
Notes to the Consolidated Financial Statements; and
Report of Independent Certified Public Accountants dated February 20,
1998.
(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 35 of the Annual Report to Shareholders for the year ended
December 27, 1997 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 3 through 5 of the Proxy Statement relating to the
Annual Meeting of Shareholders to be held on May 8, 1998 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 18 of the Proxy Statement relating to the Annual Meeting
of Shareholders to be held on May 8, 1998 and the information on pages 13
through 17 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 7 and "Security Ownership of Management"
on page 6 of the Proxy Statement relating to the Annual Meeting of
Shareholders to be held on May 8, 1998 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 Certified Public Accountants set
forth on pages 14 through 35 and on page 36, respectively, of the Annual
Report to Shareholders for the year ended December 27, 1997 are
incorporated by reference into this Report by Item 8 hereof:
Consolidated Statements of Income, Cash Flows and Shareholders'
Equity--Years ended December 27, 1997, December 28, 1996, and
December 30, 1995;
Consolidated Balance Sheet-- December 27, 1997, and
December 28, 1996;
Notes to the Consolidated Financial Statements; and
Report of Independent Certified Public Accountants dated
February 20, 1998.
(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 Certified Public Accountants on Financial
Statement Schedule, page 16 of this Report; and
Schedule II--Valuation and Qualifying Accounts for the three years
ended December, 27, 1997, page 17 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
(No. 33-12125) 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 (No. 1-11657)
and incorporated herein by reference).
*3.2 Amended and Restated By-laws of Tupperware
Corporation (Attached as Exhibit 3.2 to Form 10
(No. 1-11657) 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 (No. 1-11657)
and incorporated herein by reference).
*4.2 Indenture dated as of October 1, 1996, among
Tupperware Corporation 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. 33-12125)
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. 33-12125) 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. 33-12125) filed with the
Commission on September 25, 1996 and
incorporated herein by reference).
*10.1 Tupperware Corporation 1996 Incentive Plan
(Attached to Form 10 (No. 1-11657) as Annex C
and incorporated herein by reference).
*10.2 Tupperware Corporation Directors Stock Plan
(Attached to Form 10 (No. 1-11657) 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 (No. 1-11657)
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 (No. 1-11657) and incorporated
herein by reference).
*10.5 Form of Change of Control Agreement (Attached as
Exhibit 10.5 to Form 10 (No. 1-11657) and
incorporated herein by reference).
*10.6 Employment Agreement for Mr. Schwenzer.
(Attached as Exhibit 10.8 to Form 10 (No. 1-11657)
and incorporated herein by reference).
*10.7 Credit Agreement dated May 16, 1996 (Attached to
the Registrant's Registration Statement on Form
10 (No. 1-11657) as Exhibit 10.8 and
incorporated herein by reference).
*10.8 Form of Franchise Agreement between a subsidiary
of the Registrant and distributors of Tupperware
products in the United States (Attached as
Exhibit 10.10 to the Registrant's Annual Report
on Form 10-K for the year ended December 28,
1996 and incorporated herein by reference).
10.9 First Amendment dated August 8, 1997 to Credit
Agreement dated May 16, 1996.
13 Pages 2 through 36 of the Annual Report to
Shareholders of the Registrant for the year
ended December 27, 1997.
21 Subsidiaries of Tupperware Corporation as of
March 10, 1998.
23 Manually signed Consent of Independent Certified
Public 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 27, 1997, 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 20, 1998 appearing on page 36 of the 1997 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 20, 1998
TUPPERWARE CORPORATION
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 27, 1997
(In millions)
Col. A Col. B Col. C Col. D Col. E
- ---------------------- ---------- ----------------- ----------- --------
Balance at Charged Charged Balance
Beginning to Costs to Other at End of
Description of Period Expenses Accounts Deductions of Period
- ---------------------- ---------- -------- -------- ---------- ---------
Allowance for doubtful
accounts, current and
long term:
Year ended
December 27, 1997 $ 67.9 $ 27.5 $0.8 $(12.1) $81.9
( 2.2)
Year ended
December 28, 1996 $ 50.9 $ 20.9 -- $ (3.7) $67.9
(0.2)
Year ended
December 30, 1995 $ 48.0 $ 7.7 -- $ (4.7) $50.9
(0.1)
Valuation allowance
for deferred tax assets:
Year ended
December 27, 1997 $ 25.8 $(11.4) -- -- $14.4
Year ended
December 28, 1996 $ 25.9 $ (0.1) -- -- $25.8
Year ended
December 30, 1995 $ 28.7 $ (2.8) -- -- $25.9
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.
Signature Title
E.V. Goings Chairman of the Board of Directors,
Chief Executive Officer and Director
(Principal Executive Officer)
Thomas P. O'Neill, Jr. Senior Vice President and Chief Financial
Officer (Principal Financial Officer)
Michael S. Poteshman Vice President and Controller
(Principal Accounting Officer)
* Director
Rita Bornstein, Ph.D
* Director
Ruth M. Davis, Ph.D
* Director
Lloyd C. Elam, M.D.
* Director
Clifford J. Grum
* Director
Joe R. Lee
* Director
Bob Marbut
* Director
David R. Parker
* Director
Robert M. Price
* Director
Joyce M. Roche
*By:
Thomas M. Roehlk
Attorney-in-fact
March 24, 1998
EXHIBIT INDEX
Exhibit No. Description
10.9 First Amendment dated
August 8, 1997 to Credit
Agreement dated May 16, 1996
13 Pages 2 through 36 of the
Annual Report to Shareholders
of the Registrant for the year
ended December 27, 1997
21 Subsidiaries of Tupperware
Corporation as of March 10, 1998
23 Manually signed Consent of
Independent Certified Public
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