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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 26, 1998
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:
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
12, 1999 ($20.0625 per share): $1,137,606,666.
As of March 12, 1999, 57,615,242 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 26, 1998 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 11, 1999 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 that 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
that 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 1998 included a wide range of products in all four
geographic areas, including many using Disney movie and cartoon
characters under a license. Some of the new products are the
Expressions line, the Luxuria line, Ultra Plus* and OvenWorks*,
Salad spinner, E-Series* ergonomic knives, Multi Organizer*,
water filters, mixers, blenders, flower vases, ComfortClean*
Squeegees and BagKeepers. 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 that 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, Asia Pacific, Latin America,
and the United States. 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, 85
percent of total Tupperware revenues.
Market penetration varies throughout the world. Several
"developing" areas that 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 primarily 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 sold under the direct selling method 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 distributorships
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 dealers. 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 distributors in
recruiting, training, and motivating dealers, as well as
continuing to hold their own demonstrations.
As of December 26, 1998, the Tupperware distribution system
had over 1,800 distributors, over 47,000 managers, and over
940,000 dealers 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 15.7 million demonstrations
were held in 1998 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, television and magazine advertising, which helps
increase its sales levels with hard-to-reach customers.
In 1998, Tupperware began exploring integrated access
strategies to allow consumers to obtain Tupperware products.
These strategies include infomercials, direct mail, kiosks and
the Internet. Tupperware's strategy is to use access strategies
in a way that will complement its direct selling distribution
network.
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 all 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 7,000 people, of
whom approximately 1,200 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 130 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 until
the year 2000. There have been no work stoppages or threatened
work stoppages in over four 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 1998, 1997
and 1996, Tupperware incurred expenses of approximately $11.5
million, $12.8 million and $7.2 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 dealers 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
11, 1999).
Positions and Offices Held and Principal
Occupations of Employment During Past Five Years
Name and Age Office and Experience
Brian R. Biggin, age 53 Vice President, Internal Audit
since March 1996. Prior thereto,
Mr. Biggin served as Director,
Computer Systems Audit, for Premark
International, Inc. since 1986.
Gerald M. Crompton, age 55 Senior Vice President, Product
Marketing, Worldwide since November
1997, after serving as Vice
President, Product Marketing,
Worldwide since November 1996.
Prior thereto, he served as Vice
President, Product Management for
Tupperware Europe, Africa and
Middle East since 1992.
Lillian D. Garcia, age 42 Vice President, Human Resources since
March 1999, after serving in various
human resources positions within the
Corporation.
E.V. Goings, age 53 Chairman and Chief Executive
Officer since October 1997, after
serving as President and Chief
Operating Officer of Tupperware
Corporation since 1996. Mr. Goings
served as Executive Vice President
of Premark International, Inc. and
President of Tupperware Worldwide
since November 1992.
David T. Halversen, age 54 Senior Vice President, Business
Development and Communications
since May 1997. Prior thereto, he
served as Senior Vice President,
Planning, Business Development and
Financial Relations since November
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 43 Vice President, Financial Relations
since March 1996. She served as
Director, Investor Relations for
Premark International, Inc. from
June 1994. Prior thereto, she
served as Manager Investor
Relations of Premark.
Charles H. R. Henry, age 48 Vice President since January 1999.
From 1994 to 1998, he served in
various executive positions with
Tupperware Europe, Africa and
Middle East.
Alan D. Kennedy, age 68 President, Tupperware Corporation
since April 1998. Prior thereto,
he was an independent consultant
from 1996 to 1998, and from 1989
served as President and CEO of
Nature's Sunshine Products.
Jennifer M. Moline, age 41 Vice President and Treasurer since
February 1998, after serving in
various business development and
financial management positions
within Tupperware.
Gaylin L. Olson, age 53 President, Tupperware Latin America
since September 1998. He served in
various executive positions for
Tupperware, including Senior Vice
President, Emerging Markets since
May 1996 and prior thereto as
President, Tupperware U. S. in 1994
and 1995, and as President
Tupperware Asia Pacific from 1993.
Thomas P. O'Neill, Jr.,
age 45 Senior Vice President and
Chief Financial Officer since March
1997, after serving as Vice
President and Chief Financial
Officer, Tupperware Europe, Africa
and Middle East since April 1994.
Prior thereto he served as Vice
President and Treasurer of Premark
International, Inc.
Elizabeth J. Palm, age 46 President, Tupperware U.S. since March
1999, after serving as Senior Vice
President, Sales and Marketing, Tupperware
North America since August 1998. Prior
thereto, she served as Vice President,
Sales and Marketing for The Longaberger
Co. since 1992.
Michael S. Poteshman, age 35 Vice President and Controller since
January 1998, after serving as
Assistant Controller since March
1996. Prior thereto, he served as
Director, Accounting and Reporting
Standards for Premark International,
Inc. since September 1993.
Thomas M. Roehlk, age 48 Senior Vice President, General
Counsel and Secretary since
December 1995. Prior thereto, he
served as Assistant General Counsel
and Assistant Secretary of Premark
International, Inc.
James E. Rose, Jr., age 56 Senior Vice President, Tax and
Government Affairs since March
1997, after serving as Vice
President, Tax and Government
Affairs since March 1996. Prior
thereto, he served as Vice
President, Taxes and Government
Affairs for Premark International,
Inc.
Hans Joachim Schwenzer,
age 62 Senior Vice President,
Tupperware Worldwide since May
1996. He also serves as President,
Tupperware Germany; President,
Sales Programs and Promotions,
Tupperware Europe, Africa and
Middle East; and Regional General
Manager, Russia. Prior to assuming
those positions, he served as
President, Tupperware Europe,
Africa and Middle East.
Christian E. Skroeder,
age 50 Group President, Tupperware Europe,
Africa and Middle East since April
1998. Prior thereto, he served in
various other executive positions
with Tupperware.
William E. Spears, age 53 President, Tupperware North America
since February 1997. Prior
thereto, he served as Executive
Vice President and Chief Operating
Officer of Nature's Sunshine
Products, Inc. since 1994. Prior
thereto, Mr. Spears served in
various managerial positions with
Avon Products, Inc.
Jose R. Timmerman, age 50 Senior Vice President, Worldwide
Operations, since August 1997,
after serving as Vice President
Worldwide Operations, since October
1993.
Paul B. Van Sickle, age 59 Executive Vice President since
March 1997. Prior thereto, he
served as Senior Vice President,
Finance and Operations since
November 1992.
Robert W. Williams, age 55 President, Tupperware Asia Pacific
since April 1995. Prior thereto, he
served in various management
positions in Tupperware Asia
Pacific starting in August 1993.
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 that 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 International, Inc., Premark was spun-off by Dart &
Kraft, Inc. and Kraft Foods, 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 and environmental liability. The assumption of
liabilities by Kraft Foods, 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 46 of the
Annual Report to Shareholders for the year ended December 26,
1998 is incorporated by reference into this Report. The
information set forth in Note 13 ("Rights Agreement") on page 46
of the Annual Report to Shareholders for the year ended December
26, 1998 is incorporated by reference into this Report. As of
March 12, 1999, the Registrant had 14,146 shareholders of
record.
Item 6. Selected Financial Data
The information set forth under the caption "Selected
Financial Data" on pages 17 and 18 of the Annual Report to
Shareholders for the year ended December 26, 1998 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 19 through 27 of the Annual Report to Shareholders
for the year ended December 26, 1998 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" on
pages 25-27, of the Annual Report to Shareholders for the year
ended December 26, 1998 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 28 through 46, and on page 47,
respectively, of the Annual Report to Shareholders for the year
ended December 26, 1998 are incorporated by reference into this
Report:
Consolidated Statements of Income, Shareholders' Equity and
Cash Flows - Years ended December 26, 1998, December 27, 1997 and
December 28, 1996.
Consolidated Balance Sheet - December 26, 1998 and December
27, 1997;
Notes to the Consolidated Financial Statements; and
Report of Independent Certified Public Accountants.
(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 46 of the Annual
Report to Shareholders for the year ended December 26, 1998 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 11, 1999 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 17 of the Proxy Statement relating to the
Annual Meeting of Shareholders to be held on May 11, 1999 and the
information on pages 14 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 8 and "Security
Ownership of Management" on page 7 of the Proxy Statement
relating to the Annual Meeting of Shareholders to be held on May
11, 1999 is incorporated by reference into this Report.
Item 13. Certain Relationships and Related Transactions
The information set forth under the caption "Indebtedness of
Management" on page 9 of the Proxy Statement relating to the
Annual Meeting of Shareholders to be held on May 11, 1999 is
incorporated by reference into this Report.
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 28 through 46 and on page 47,
respectively, of the Annual Report to Shareholders for the year
ended December 26, 1998 are incorporated by reference into this
Report by Item 8 hereof:
Consolidated Statements of Income, Shareholders' Equity
and Cash Flows - Years ended December 26, 1998, December 27, 1997
and December 28, 1996;
Consolidated Balance Sheet - December 26, 1998 and
December 27, 1997;
Notes to the Consolidated Financial Statements; and
Report of Independent Certified Public Accountants.
(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 15 of this Report; and
Schedule II--Valuation and Qualifying Accounts for each of
the three years ended December 26, 1998, page 16 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 filed with the Commission on
September 16, 1996, 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) filed with the Commission
on March 4, 1996, 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), filed with the Commission on
March 4, 1996 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),
filed with the Commission on March 4, 1996,
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,
filed with the Commission on March 4, 1996, and
incorporated herein by reference).
10.2 Tupperware Corporation Directors' Stock Plan
as amended November 12, 1998.
*10.3 Tax Sharing Agreement between Tupperware
Corporation and Premark International, Inc.
(Attached as Exhibit 10.3 to Form 10 (No.1-11657),
filed with the Commission on May 22, 1996, 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),
filed with the Commission on March 4,
1996, and incorporated herein by reference).
*10.5 Form of Change of Control Agreement (Attached
as Exhibit 10.5 to Form 10 (No. 1-11657),
filed with the Commission on March 4, 1996, and
incorporated herein by reference).
*10.6 Credit Agreement dated May 16, 1996 (Attached
to the Registrant's Registration Statement on
Form 10 (No. 1-11657), filed with the
Commission on May 22, 1996, as Exhibit
10.8 and incorporated herein by
reference).
*10.7 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,
filed with the Commission on March 25,
1997, and incorporated herein by
reference).
*10.8 First Amendment dated August 8, 1997 to
Credit Agreement dated May 16, 1996 (Attached
as Exhibit 10.9 to the Registrant's Annual
Report on Form 10-K for the year ended December
27, 1997, and filed with the Commission
on March 24, 1998, and incorporated
herein by reference).
10.9 Loan Agreement, Promissory Note, and Stock Pledge
Agreement dated November 13, 1998
between Tupperware and E. V. Goings.
13 Pages 17 through 47 of the Annual Report to
Shareholders of the Registrant for the year
ended December 26, 1998.
21 Subsidiaries of Tupperware Corporation as
of March 12, 1999.
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 26, 1998, 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
of Tupperware Corporation
Our audits of the consolidated financial statements referred to in
our report dated February 19, 1999 appearing on page 47 of the
1998 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.
PricewaterhouseCoopers LLP
Orlando, Florida
February 19, 1999
TUPPERWARE CORPORATION
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 26, 1998
(In millions)
Col. A Col. B. Col. C. Col. D Col E.
- -------- ------- -------- ------
Additions
---------------------
Balance at Charged Charged Balance
Beginning of to Costs & to Other at end of
Description of Period Expenses Accounts Deductions Period
- ----------- ------------ --------- --------- ---------- ----------
Allowance for
doubtful accounts,
current and long
term:
Year ended
December 26, 1998 $81.9 $15.0 $(0.5) $(22.3) $77.4
3.3
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)
Valuation allowance
for deferred tax assets:
Year ended
December 26, 1998 $14.4 $ 9.5 -- -- $23.9
Year ended
December 27, 1997 25.8 (11.4) -- -- 14.4
Year ended
December 28, 1996 25.9 (0.1) -- -- 25.8
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
Chairman of the Board of Directors,
E. V. Goings Chief Executive Officer and Director
(Principal Executive Officer)
Senior Vice President and Chief
Thomas P. O'Neill, Jr. Financial Officer (Principal Financial
Officer)
Vice President and Controller
Michael S. Poteshman (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
Betsy D. Holden
* Director
Joe R. Lee
* Director
Bob Marbut
* Director
Angel R. Martinez
* Director
David R. Parker
* Director
Robert M. Price
* Director
Joyce M. Roche
*By:
Thomas M. Roehlk
Attorney-in-fact
March 24, 1999
EXHIBIT INDEX
Exhibit No. Description
10.2 Tupperware Corporation Directors' Stock Plan
as Amended November 12, 1998
10.9 Loan Agreement, Promissory Note and Stock
Pledge Agreement dated November 13, 1998,
between Tupperware and E. V. Goings
13 Pages 17 through 47 of the
Annual Report to Shareholders
of the Registrant for the year
ended December 26, 1998
21 Subsidiaries of Tupperware
Corporation as of March 12, 1999
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