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 25, 1999
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, 32837
Orlando, Florida (Zip Code)
(Address of principal executive offices)
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, 2000
($16.25 per share): $922,572,381.25.
As of March 10, 2000, 57,666,434 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 25, 1999 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, 2000 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, One Touch* canisters, the Rock'N Serve* line,
Ultraplus* and OvenWorks* line, Expressions* 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 1999 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 Fridgesmart* line, Royal Crest* line, Vitalic*
stainless steel cookware line, Santoku Knives, Healthy Baster, Air
Filter, Sandwich Keepers, and Cake Servers. 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 75 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 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 and other non-traditional retail methods and to utilize
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, while continuing to hold
their own demonstrations.
As of December 25, 1999, the Tupperware distribution system had over
1,800 distributors, over 51,000 managers, and over 980,000 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 14.8 million demonstrations were held in 1999 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 1999, Tupperware continued exploring integrated access strategies
to allow consumers to obtain Tupperware products other than by attending
a Tupperware party. These strategies include television shopping, direct
mail, kiosks and the Internet. Tupperware's strategy is to use
integrated 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; however, in some situations, Tupperware will perform the
warehousing and selling function paying the distributor a commission for
their sales activity. 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 and integrated access
distribution systems, and to provide high-quality, high-value products
throughout the world.
Employees. Tupperware employs approximately 6,600 people, of whom
approximately 1,295 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 an
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 this year. There have been
no work stoppages or threatened work stoppages by the workforce in over
five 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 1999, 1998 and 1997,
Tupperware incurred expenses of approximately $12.3 million, $13.8
million and $12.8 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 its
significant patentable developments.
Environmental Laws. Compliance with federal, state and local
environmental protection laws has not had in the past, 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, 2000).
Positions and Offices Held and Principal Occupations of Employment
During Past Five Years
Name and Age Office and Experience
Gerald M. Crompton, age 56 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.
Karel A. De Vydt, age 49 Vice President and Chief Information
Officer since January 1999. Prior
thereto, he served as Director of
Information Technology Worldwide from
April 1997 after being the Director of
Information Technology for Tupperware
Europe, Africa and Middle East.
R. Glenn Drake, age 47 President, Tupperware North America
since January 2000. Prior thereto, he
served as Managing Director,
Tupperware Canada from September 1998
after serving as Area Vice President
of Tupperware North America from July
1995. Prior thereto, he served as
Managing Director, Tupperware Spain
from January 1993.
Lillian D. Garcia, age 43 Senior Vice President, Human Resources
since December 1999. Prior thereto,
she was Vice President Human Resources
since March 1999, after serving in
various human resources positions
within the Corporation.
E.V. Goings, age 54 Chairman and Chief Executive Officer
since October 1997, after serving as
President and Chief Operating Officer
since 1996. Prior thereto, he served as
Executive Vice President of Premark
International, Inc. and President of
Tupperware Worldwide since November
1992. Mr. Goings serves as a Director
of SunTrust Bank, Florida.
David T. Halversen, age 55 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 March 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 44 Vice President, Financial Relations and
Treasury since January 2000, after
serving as Vice President, Financial
Relations since March 1996. She served
as Director, Investor Relations for
Premark International, Inc. since June
1994.
Charles H. R. Henry, age 49 Vice President, Process Reengineering
since January 1999. From 1994 to 1998,
he served in various executive
positions with Tupperware Europe,
Africa and Middle East.
Alan D. Kennedy, age 69 President, since April 1998. Prior
thereto, he was an independent
consultant, since 1996, and from 1989
to 1996 served as President and CEO of
Nature's Sunshine Products, Inc.
Anne E. Naylor, age 50 Vice President, Internal Audit since
October 1999. Prior thereto, she served
as Executive Director, Business
Analysis and Audit, Cummins Engine
Company from May 1995. Prior thereto,
she served as Controller, North
American Engine Marketing, Cummins
Engine Company since May 1991.
Gaylin L. Olson, age 54 President, Tupperware Latin America
since September 1998. He has served in
various executive positions for
Tupperware, including Senior Vice
President, Emerging Markets since May
1996 and prior thereto as President,
Tupperware Asia Pacific since 1993.
Michael S. Poteshman, age 36 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 49 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 57 Senior Vice President, Taxes and
Government Affairs since March 1997,
after serving as Vice President, Taxes
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 63 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 51 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 54 Senior Vice President Worldwide since
September 1999. Prior thereto, he
served as President, Tupperware North
America since January 1998. Prior
thereto, he served as President,
Tupperware U.S. since February 1997
after serving as Executive Vice
President and Chief Operating Officer
of Nature's Sunshine Products, Inc.
since 1994.
Jose R. Timmerman, age 51 Senior Vice President, Worldwide
Operations, since August 1997, after
serving as Vice President Worldwide
Operations, since October 1993.
Paul B. Van Sickle, age 60 Executive Vice President and Chief
Financial Officer since September 1999.
Prior thereto, he served as Executive
Vice President since March 1997, after
serving as Senior Vice President,
Finance and Operations since November
1992.
Robert W. Williams, age 56 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 is located in Orlando, Florida. The Registrant owns and
maintains manufacturing plants in Belgium, Brazil, France, Greece,
Japan, Korea, Mexico, the Philippines, Portugal, South Africa, 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 53 of the Annual Report
to Shareholders for the year ended December 25, 1999, is incorporated by
reference into this Report. The information set forth in Note 13:
"Rights Agreement" on page 53 of the Annual Report to Shareholders for
the year ended December 25, 1999 is incorporated by reference into this
Report. As of March 10, 2000, the Registrant had 12,772 shareholders of
record.
Item 6. Selected Financial Data
The information set forth under the caption "Selected Financial
Data" on pages 23 and 24 of the Annual Report to Shareholders for the
year ended December 25, 1999, 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 25
through 33 of the Annual Report to Shareholders for the year ended
December 25, 1999, 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 page
31 of the Annual Report to Shareholders for the year ended December 25,
1999, 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 34 through 53, and on page 54, respectively, of the
Annual Report to Shareholders for the year ended December 25, 1999 are
incorporated by reference into this Report:
Consolidated Statement of Income, Shareholders' Equity and Cash
Flows - Years ended December 25, 1999, December 26, 1998, and December
27, 1997;
Consolidated Balance Sheet - December 25, 1999 and December 26,
1998;
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 53 of the Annual Report to Shareholders
for the year ended December 25, 1999, 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,
2000, 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 15 of the Proxy Statement relating to the Annual
Meeting of Shareholders to be held on May 11, 2000, and the information
on pages 11 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 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 11, 2000, 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 8 of the Proxy Statement relating to the Annual
Meeting of Shareholders to be held on May 11, 2000, 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 34 through 53 and on page 54, respectively, of the Annual
Report to Shareholders for the year ended December 25, 1999, are
incorporated by reference into this Report by Item 8 hereof:
Consolidated Statement of Income, Shareholders' Equity and Cash
Flows - Years ended December 25, 1999, December 26, 1998, and December
27, 1997;
Consolidated Balance Sheet - December 25, 1999, and December 26,
1998;
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 16 of this Report; and
Schedule II-Valuation and Qualifying Accounts for each of the three
years ended December 25, 1999, 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 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 as amended May 11, 1999.
(Attached as Exhibit 3.2 to Form 10-Q for the
second quarter of 1999 filed with the
Commission on August 9, 1999, 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 as
amended August 18, 1999, (Attached as Exhibit 10.12
to Form 10-Q for the third quarter of 1999 filed
with the Commission on November 5, 1999, and
incorporated herein by reference).
*10.2 Tupperware Corporation Directors' Stock Plan as
amended November 12, 1998 (Attached as Exhibit 10.2
to Form 10-K (No. 1-11657) filed with the
Commission on March 24,1999 and incorporated herein
by reference).
*10.3 Form of Change of Control Agreement (Attached as
Exhibit 10.2 to Form 10-Q for the third quarter of
1999 filed with the Commission on November 8, 1999
and incorporated herein by reference).
*10.4 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).
*10.5 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).
*10.6 Credit Agreement dated May 16, 1996,
(Attached as Exhibit 10.8 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 (Attached
as Exhibit 10.9 to Form 10-K (No. 1-11657)
filed with the Commission on March 24, 1999,
and incorporated herein by reference).
13 Pages 23 through 54 of the Annual Report to
Shareholders of the Registrant for the year ended
December 25, 1999.
21 Subsidiaries of Tupperware Corporation as of
March 10, 2000.
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 25, 1999, 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 18, 2000 appearing in the 1999 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 18, 2000
TUPPERWARE CORPORATION
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 25, 1999
(In millions)
Col. A Col. B. Col. C. Col. D. Col E.
- -------- ------- -------- ------- -----
Additions
---------------------
Balance at Charged Charged Balance
Beginning to Costs & to Other at End
Description of Period Expenses Accounts Deductions of
Period
- ----------- ---------- ---------- -------- ---------- -------
Allowance
for doubtful
accounts,
current and
long term:
Year ended
December 25,
1999 77.4 8.6 0.1 (25.3)<F1> 53.4
(7.4)<F2>
Year ended
December 26,
1998 81.9 15.0 (0.5) (22.3)<F1> 77.4
3.3<F2>
Year ended
December 27,
1997 67.9 27.5 0.8 (12.1)<F1> 81.9
(2.2)<F2>
Valuation
allowance for
deferred tax
assets:
Year ended
December 25,
1999 23.9 6.9 -- -- 30.8
Year ended
December 26,
1998 14.4 9.5 -- -- 23.9
Year ended
December 27,
1997 25.8 (11.4) -- -- 14.4
<FN>
<F1> Represents write-offs less recoveries.
<F2> Foreign currency translation adjustment.
</FN>
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)
Executive Vice President and
Chief Financial Officer
Paul B. Van Sickle (Principal Financial Officer)
Vice President and Controller
Michael S. Poteshman (Principal Accounting Officer)
* Director
Rita Bornstein, Ph.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 17, 2000
EXHIBIT INDEX
Exhibit No. Description
13 Pages 23 through 54 of the
Annual Report to Shareholders
of the Registrant for the year
ended December 25, 1999
21 Subsidiaries of Tupperware
Corporation as of March 10, 2000
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