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 30, 2000
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) (ZipCode)
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. X
----
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
20, 2001 ($24.45 per share): $1,374,541,494.
As of March 20, 2001, 57,872,738 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 30, 2000 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 17, 2001 are incorporated by
reference into Part III of this Report.
PART I
Item 1. Business
(a) General Development of Business
Tupperware Corporation ("Registrant"), a $1.1 billion
multinational company, is one of the world's leading direct
sellers, supplying premium food storage, preparation and serving
items to consumers in more than 100 countries through its
Tupperware* brand, and premium beauty and skin care products
through its BeautiControl* brand primarily in North America. 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. On October 18, 2000 the
Registrant acquired 100% of the stock of BeautiControl,
Inc. ("BeautiControl").
BUSINESS OF TUPPERWARE CORPORATION
Registrant is a worldwide direct selling consumer products
company engaged in the manufacture and sale of Tupperware
products and BeautiControl cosmetics, and conducts its business
through two business lines, Tupperware and BeautiControl. Each
business manufactures and markets a broad line of high quality
products. The financial information about the Registrant's
markets as set forth in Note 12 Segment Information on pages 97
and 98 of the Annual Report to Shareholders for the year ended
December 30, 2000 is incorporated by reference into this Report.
I. PRINCIPAL PRODUCTS
Tupperware. 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 food preparation and serving containers, kitchen gadgets,
children's educational toys, microwave products and gifts. The
line of Tupperware products has expanded over the years with
products such as Modular Mates* containers, Fridge Stackables*
containers, One Touch* canisters, the Rock 'N Serve* line, the
Ultraplus* line and OvenWorks* line, the Expressions line, the
Legacy Serving line, FridgeSmart* containers, the E-Series*
knives, Vitalic* cookware, the TupperMagic* line, and many
specialized containers.
In recent years, Tupperware has expanded its offerings in
the food preparation and serving areas through the addition of a
number of products, including double colanders, tumblers and
mugs, mixing and serving bowls, cake and cheese servers, oven
cooking, microwaveable cooking, reheating 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 2000 included a wide range of products in all four
geographic areas, including many using Walt Disney Company movie
and cartoon characters under a license. Some of the other new
products are the FreezeSmart* line, Regalia line, AccessMates*
containers, Oceano* bathroom accessories, Forget Me Not*
containers, E-Series* steak knives, rice polisher and new
licenses for the Pokemon** characters, Barbie*** character and
Barnie**** character. 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, many of which are produced utilizing high-quality
molds that are generally supplied by Tupperware. Promotional
items provided at product demonstrations include items obtained
from outside sources.
BeautiControl. BeautiControl manufactures and sells skin
care products, cosmetics, nail care products, toiletries,
fragrances, beauty supplements and related products using the
direct sales method. BeautiControl sells its products through
independent sales persons called "Consultants" (or
"Distributors"), who purchase the products from BeautiControl and
then sell them directly to consumers in the home or workplace.
Products and image services are provided to clients via an
independent sales force primarily in the United States; however,
it is expanding into other geographical areas, namely, Latin
America.
Registrant has decided to discontinue BeautiControl's Taiwan
and Hong Kong beauty operations as well as the small Eventus
nutritional supplement business that were in operation when
BeautiControl was acquired by Registrant. Registrant will
concentrate on enhancing the North American beauty business and
getting started in Latin America. Registrant anticipates it will
start sales in Mexico in the second quarter this year.
Registrant plans to convert some current Tupperware managers and
set them up as BeautiControl Consultants. Registrant believes
this will give a quick start to the BeautiControl line without
causing disruption to the Tupperware business.
II. MARKETS
Tupperware. Tupperware's business is operated on the basis
of four geographic markets: Europe (Europe, Africa and the Middle
East), Asia Pacific, Latin America, and the United States.
Tupperware has operations in more than 80 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 revenues
from the sale of Tupperware products.
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.
BeautiControl. BeautiControl's products consist of skin
care, cosmetics, nail care, toiletries, fragrances, and related
products.
BeautiControl also has a health and beauty supplements line,
Within Beauty*, which includes hair and nail supplements, skin
condition supplements and supplements designed for the different
stages of a woman's life.
III. DISTRIBUTION OF PRODUCTS
Tupperware. 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 distributed under the direct selling
method are primarily 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 distribution 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 30, 2000, the Tupperware distribution system
had 1,846 Distributors, 53,914 Managers, and 1,036,651 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 million demonstrations were
held in 2000 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 2000, Tupperware accelerated its implementation in the
U.S. of its integrated direct access strategies to allow
consumers to obtain Tupperware products other than by attending a
Tupperware party and to enhance its core party plan business.
Tupperware also began introducing these strategies outside the
U.S. These strategies include television shopping, mall
showcases and the Internet, which for the first time included the
option of personal websites for the U.S. sales force.
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.
BeautiControl. BeautiControl's skin care, cosmetics, and
related products are sold through Consultants who are independent
contractors, not employees of BeautiControl. As of December 30,
2000, the total Consultant count was 47,384.
Consultants may sell BeautiControl products one-on-one, to
groups of people or through home demonstrations called Skin Care
and Color Parties or Clinics ("Clinics"). Additionally,
Consultants are encouraged to market the products through
personal consultations and product brochure sales in order to
utilize multiple selling opportunities.
In order to provide immediate product delivery, Consultants
may maintain a small inventory of products.
BeautiControl maintains BeautiNet Plus* in the United
States, an on-line service provided to Consultants which enables
Consultants to place orders and recruit on-line.
IV. COMPETITION
Tupperware. There are two primary competitive factors which
affect Registrant'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 as well as cosmetics.
Also, Tupperware has tried to differentiate itself from its
competitors through price, quality of products (lifetime warranty
on most Tupperware products), and new products. Tupperware
believes it holds a significant market share in each of these
markets in many countries.
BeautiControl. There are many competitors in the cosmetics
business and the principal bases of competition generally are
marketing, price, quality and newness of products. BeautiControl
has attempted to differentiate itself and its products from the
industry in general through the use of a number of value-added
services and by being technologically at the forefront of the
industry.
V. EMPLOYEES
Registrant employs approximately 7,000 people, of whom
approximately 1,500 are based in the United States. Tupperware's
work force is not unionized in the United States. In certain
countries, its work force is covered by collective arrangements
negotiated with the unions or decreed by statute. The terms of
most of these arrangements are determined on an annual
basis. Additionally, approximately 130 manufacturing employees
in an Australian mold manufacturing operation are covered by a
collective bargaining agreement, which expires in 2003. Also,
approximately 125 manufacturing employees in the Philippine
manufacturing operation are covered by a collective bargaining
agreement, which runs through 2002; however, annual wage and
benefit provisions are negotiated annually. There have been no
work stoppages or threatened work stoppages by the workforce in
over five years and Registrant believes its relations with its
employees to be good. The independent Consultants, Dealers,
Managers and Distributors engaged in the direct sale of
Tupperware and BeautiControl products generally are not employees
of Registrant.
VI. RESEARCH AND DEVELOPMENT
Registrant incurred expenses of approximately $12.8 million,
$12.3 million, and $13.8 million for fiscal years ended 2000,
1999, and 1998, respectively, on research and development
activities for new products.
VII. RAW MATERIALS
Tupperware. 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.
BeautiControl. Materials used in BeautiControl's skin care,
cosmetic and beauty supplements products consist primarily of
readily available ingredients, containers and packaging
materials. Such raw materials and components used in goods
manufactured and assembled by BeautiControl are available from a
number of sources. To date, BeautiControl has been able to
secure an adequate supply of raw materials and components for its
manufacturing and it endeavors to maintain relationships with
backup suppliers in an effort to ensure that no interruptions
occur in its operations.
VIII. TRADEMARKS AND PATENTS
Tupperware. 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 Tupperware* trademark is registered on a
country-by-country basis. The current duration for such
registration ranges from five years to ten 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. The licensed characters
from the licensors referenced under the caption "Principal
Products" are becoming an important part of Tupperware's business
and those licenses have various durations.
BeautiControl. BeautiControl has registered all its
trademarks and servicemarks in the United States and has
registered or is in the process of registering its principal
trademarks and servicemarks in many other countries.
BeautiControl has the exclusive direct selling right to
distribute the skin condition analysis product, "BeautiControl
Skin Sensor", worldwide with the option to renew this exclusive
right each year. BeautiControl is licensed to use the following
trademarks: "Skinlogics"*****, "Sunlogics"***** and
"Nailogics"*****. The Company has a patent on the formulae for
its "REGENERATION and REGENERATION5", alpha-hydroxy acid-based,
products. The licenses for these products are an important part
of BeautiControl's business and these licenses have various
durations.
(Words followed by * are registered and unregistered
Trademarks of the Registrant.)
(Words followed by ** are registered Trademarks of Nintendo
of America Inc.)
(Words followed by *** are registered Trademarks of Mattel,
Inc.)
(Words followed by **** are registered Trademarks of Lyons
Partnership L.P.)
(Words followed by ***** are registered Trademarks of Matrix
Essentials, Inc.)
IX. 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 Registrant's capital
expenditures, liquidity, earnings or competitive position.
X. 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.
BeautiControl. BeautiControl is not subject to any
seasonality to any significant extent.
General. Generally, there are no working capital practices
or backlog conditions which are material to an understanding of
Registrant's business. Registrant'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.
XI. 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 17, 2001).
Positions and Offices Held and Principal Occupations
of Employment During Past Five Years
Name and Age Office and Experience
Gerald M. Crompton, age 57 Senior Vice President, Product
Marketing, Worldwide since November
1997 after serving as Vice
President, Marketing, Worldwide
since January 1996. Prior thereto,
he served as Vice President,
Product Development for Tupperware
Europe, Africa and Middle East
since December 1995.
Judy B. Curry, age 38 Vice President and Controller
since August 2000. Prior thereto,
she served as Vice President and
Chief Financial Officer of
Tupperware Products S.A. in
Fribourg, Switzerland since June
1999 after being the Assistant
Controller of Tupperware Worldwide
since April 1998 and Director of
Financial Reporting and Analysis
since January 1995.
Karel A. De Vydt, age 50 Vice President and Chief
Information Officer since January
1999. Prior thereto, he served as
Director of Information Technology
Worldwide from August 1997 after
being the Director of Information
Technology for Tupperware Europe,
Africa and Middle East since June
1995.
R. Glenn Drake, age 48 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.
Lillian D. Garcia, age 44 Senior Vice President, Human
Resources since December 1999.
Prior thereto, she was Vice
President Human Resources since
April 1999 after serving as Vice
President, Human Resources,
Tuppeware Latin America since
October 1998. Prior thereto, she
served as Vice President, Human
Resources, Tupperware Europe,
Africa and Middle East since
October 1995.
E.V. Goings, age 55 Chairman and Chief Executive
Officer since October 1997 after
serving as President and Chief
Operating Officer since March
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,
Central Florida, N.A., Boys and
Girls Clubs of America, and Rollins
College.
David T. Halversen, age 56 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.
Richard W. Heath, age 58 Senior Vice President, Beauty
and Nutritional Products, since
October 2000. Prior thereto, he
served as President and Chief
Executive Officer of BeautiControl,
Inc. since January 1981.
Charles H. R. Henry, age 50 Vice President, Process Reengineering
since January 1999. Prior thereto, he
served as Regional Vice President,
Tupperware Europe, Africa and Middle
East since February 1996 after serving
as Managing Director, Southern Africa
since January 1994.
Alan D. Kennedy, age 70 President since April 1998. Prior
thereto, he was an independent
consultant since 1996, and from 1989
to 1996 served as President and Chief
Executive Officer of Nature's Sunshine
Products, Inc.
Steven R. Kroos, age 52 Chosen to become President,
Asia Pacific on April 1, 2001 after
serving as President Tupperware Japan
since January 1,1997. Prior thereto,
he served as President Tupperware
Korea and Vice President Regional
Operations, Korea, Taiwan and China
from January 1, 1994 to December 31,
1996.
Anne E. Naylor, age 51 Vice President, Internal Audit
since October 1999. Prior thereto,
she served as Executive Director,
Business Analysis and Audit,
Cummins Engine Company from May
1995.
Gaylin L. Olson, age 55 President, Tupperware Latin
America since September 1998 after
serving as Senior Vice President,
Worldwide since September 1996.
Prior thereto he served as
President, U.S. from December
1995.
Michael S. Poteshman, age 37 Vice President, Investor
Relations and Treasurer since
August 2000. Prior thereto, he
served as 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 50 Senior Vice President, General
Counsel and Secretary since
December 1995.
James E. Rose, Jr., age 58 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., since January 1986.
Hans J. Schwenzer, age 64 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 since 1990.
Christian E. Skroeder, age 52 Group President, Tupperware
Europe, Africa and Middle East
since April 1998. Prior thereto,
he served as President, Tupperware
Europe, Africa and Middle East
since 1995.
Jose R. Timmerman, age 52 Senior Vice President,
Worldwide Operations since August
1997 after serving as Vice
President Worldwide Operations
since October 1993.
Paul B. Van Sickle, age 61 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 57 President, Tupperware Asia
Pacific since April 1995. Mr.
Williams intends to retire March
31, 2001.
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 Tupperware manufacturing plants in
Belgium, Brazil, France, Greece, Japan, Korea, Mexico, the
Philippines, Portugal, South Africa, and the United States, and
leases manufacturing facilities in India, Venezuela and China.
The Registrant owns and maintains the BeautiControl headquarters
in Texas and leases its manufacturing facilities in Texas.
Registrant conducts a continuing program of new product design
and development at its facilities in Florida, Texas, 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 the Registrant 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. The Registrant 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 Registrant.
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 the Registrant, 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 14: "Quarterly
Financial Summary (Unaudited)" appearing on page 99 of the Annual
Report to Shareholders for the year ended December 30, 2000, is
incorporated by reference into this Report. The information set
forth in Note 15: "Rights Agreement" on page 100 of the Annual
Report to Shareholders for the year ended December 30, 2000 is
incorporated by reference into this Report. As of March 20,
2001, the Registrant had 11,532 shareholders of record.
Item 6. Selected Financial Data
The information set forth under the caption "Selected
Financial Data" on pages 58 through 61 of the Annual Report to
Shareholders for the year ended December 30, 2000, 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 62 through 75 of the Annual Report to Shareholders
for the year ended December 30, 2000, 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 73 of the Annual Report to Shareholders for the year ended
December 30, 2000, 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 76 through 100, and on page 101,
respectively, of the Annual Report to Shareholders for the year
ended December 30, 2000 are incorporated by reference into this
Report:
Consolidated Statements of Income, Shareholders' Equity
and Cash Flows - Years ended December 30, 2000,
December 25, 1999, and December 26, 1998;
Consolidated Balance Sheets - December 30, 2000, and
December 25, 1999;
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 14: "Quarterly Financial Summary
(Unaudited)" of the Notes to the Consolidated Financial
Statements of Tupperware Corporation on page 99 of the Annual
Report to Shareholders for the year ended December 30, 2000, 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 17, 2001, 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 16 of the Proxy Statement relating to the
Annual Meeting of Shareholders to be held on May 17, 2001, and
the information on pages 9 through 11 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
17, 2001, 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 7 and 8 of the Proxy Statement relating to
the Annual Meeting of Shareholders to be held on May 17, 2001, 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 76 through 100 and on page 101,
respectively, of the Annual Report to Shareholders for the year
ended December 30, 2000, are incorporated by reference into this
Report by Item 8 hereof:
Consolidated Statements of Income, Shareholders' Equity and
Cash Flows - Years ended December 30, 2000, December 25, 1999,
and December 26, 1998;
Consolidated Balance Sheets - December 30, 2000 and
December 25, 1999;
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 17of this Report; and
Schedule II-Valuation and Qualifying Accounts for each of
the three years ended December 30, 2000, page 18 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. 333-12125) 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.
333-12125), 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. 333-12125), 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. 333-12125) filed with the Commission
on September 25, 1996, and incorporated
herein by reference).
10.1 Tupperware Corporation 1996 Incentive
Plan as amended through August 10, 2000.
*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 a subsidiary
of Tupperware and E.V. Goings (Attached
as Exhibit 10.9 to the Registrant's
Annual Report on Form 10-K for the year
ended December 26, 1998 filed with the
Commission on March 24, 1999, and
incorporated herein by reference).
*10.10 Management Stock Purchase Plan (Attached
to Form S-8 (No. 333-48650) as Exhibit 4.3
filed with the Commission on October 26,
2000 and incorporated herein by reference).
10.11 Form of Promissory Note between Tupperware
and various executives.
10.12 Form of Stock Pledge Agreement between
Tupperware and various executives.
*10.13 Tupperware Corporation 2000 Incentive Plan
as amended through August 10, 2000 (Filed
on Form S-8 (No. 333-50012) on November 15,
2000, and incorporated herein by reference.)
13 Pages 58 through 102 of the Annual Report
to Shareholders of the Registrant for the
year ended December 30, 2000.
21 Subsidiaries of Tupperware Corporation as
of March 20, 2001.
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.
*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 30, 2000, 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 20, 2001 appearing in the 2000
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 20, 2001
TUPPERWARE CORPORATION
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 30, 2000
(In millions)
Col. A Col. B Col. C Col. D Col. E
------ ------ ------ ------ ------
Additions
---------
Balance Charged Charged Balance
at to Costs to at End
Beginning and Other Deductions of
of Period Expenses Accounts Period
--------- -------- -------- ---------- -------
Allowance for
doubtful
accounts,
current and
long term:
Year ended
December 30, $53.4 $13.9 $0.1 $(5.3)<F1> $59.7
2000
$(2.4)<F2>
Year ended
December 25, 77.4 8.6 0.1 (25.3)<F1> 53.4
1999
(7.4)<F2>
Year ended
December 26, 81.9 15.0 (0.5) (22.3)<F1> 77.4
1998
3.3<F2>
Valuation
allowance
for deferred tax
assets:
Year ended
December 30, 30.8 1.0 - - 31.8
2000
Year ended
December 25, 23.9 6.9 - - 30.8
1999
Year ended
December 26, 14.4 9.5 - - 23.9
1998
<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.
Tupperware Corporation
(Registrant)
By / s/ E.V. GOINGS
- --------------------------
E.V. Goings
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the date
indicated.
Signature Title
/s/ E.V. Goings Chairman of the Board of Directors,
- ------------------------- Chief Executive Officer and
E.V. Goings Director
(Principal Executive Officer)
/s/ Paul B. Van Sickle Executive Vice President and Chief
- ------------------------- Financial Officer
Paul B. Van Sickle (Principal Financial Officer)
/s/ Judy B. Curry Vice President and Controller
- ------------------------- (Principal Accounting Officer)
Judy B. Curry
* 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
* Director
M. Anne Szostak
*By /s/ Thomas M. Roehlk
----------------------------
Thomas M. Roehlk
Attorney-in-fact
March 20, 2001
EXHIBIT INDEX
Exhibit No. Description
10.1 Tupperware Corporation 1996
Incentive Plan as amended through
August 10, 2000
10.11 Form of Promissory Note between
Tupperware and various executives.
10.12 Form of Stock Pledge Agreement
between Tupperware and various
executives.
13 Pages 58 through 102 of the
Annual Report to Shareholders
of the Registrant for the year
ended December 30, 2000
21 Subsidiaries of Tupperware
Corporation as of March 20, 2001
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