UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the 26 weeks ended June 27, 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.)
P.O. Box 2353, Orlando, Florida 32802
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 826-5050
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_______
As of August 10, 1998, 57,722,050 shares of the Common Stock,
$0.01 par value, of the Registrant were outstanding.
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
a) Financial Statements of Registrant
Page
Index Number
Consolidated Statement of Income
(Unaudited) for the 13 week periods ended
June 27, 1998 and June 28, 1997................ 2
Consolidated Statement of Income
(Unaudited) for the 26 week periods ended
June 27, 1998 and June 28, 1997................ 3
Consolidated Balance Sheet
(Unaudited) as of June 27, 1998 and
December 27, 1997.............................. 4
Consolidated Statement of Cash Flows
(Unaudited) for the 26 week periods
ended June 27, 1998 and June 28, 1997.......... 6
Notes to Consolidated Financial
Statements (Unaudited)......................... 7
The financial statements of the Registrant included herein have
been prepared, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (the
Commission). Although certain information normally included in
financial statements prepared in accordance with generally
accepted accounting principles has been condensed or omitted,
the Registrant believes that the disclosures are adequate to
make the information presented not misleading. It is suggested
that these consolidated financial statements be read in
conjunction with the financial statements and the notes thereto
included in the Annual Report on Form 10-K of the Registrant for
its fiscal year ended December 27, 1997.
The consolidated financial statements included herein reflect
all adjustments, consisting only of normal recurring items,
which, in the opinion of management, are necessary to present a
fair statement of the results for the interim periods
presented.
The results for interim periods are not necessarily indicative
of trends or results to be expected for a full year.
- 1 -
TUPPERWARE CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
13 Weeks Ended
--------------------------
June 27, June 28,
1998 1997
------------ ------------
(In millions, except per share amounts)
Net sales............................... $ 282.9 $ 342.5
-------- --------
Costs and expenses:
Cost of products sold................. 108.4 131.1
Delivery, sales, and
administrative expense.............. 137.2 154.5
Interest expense...................... 6.1 5.4
Interest income....................... (0.8) (0.9)
Other expense, net.................... 1.6 1.5
-------- --------
Total costs and expenses........... 252.5 291.6
-------- --------
Income before income taxes.............. 30.4 50.9
Provision for income taxes.............. 7.4 12.9
-------- --------
Net income.............................. $ 23.0 $ 38.0
======== ========
Earnings per common share:
Basic................................. $ 0.40 $ 0.62
======== ========
Diluted............................... $ 0.39 $ 0.61
======== ========
See accompanying Notes to Consolidated Financial Statements
(Unaudited).
- 2 -
TUPPERWARE CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
26 Weeks Ended
--------------------------
June 27, June 28,
1998 1997
------------ ------------
(In millions, except per share amounts)
Net sales............................... $ 551.7 $ 657.8
-------- --------
Costs and expenses:
Cost of products sold................. 204.7 245.1
Delivery, sales, and
administrative expense.............. 285.1 315.0
Interest expense...................... 10.6 10.1
Interest income....................... (1.4) (1.7)
Other expense, net.................... 1.9 4.3
-------- --------
Total costs and expenses........... 500.9 572.8
-------- --------
Income before income taxes.............. 50.8 85.0
Provision for income taxes.............. 12.4 22.1
-------- --------
Net income.............................. $ 38.4 $ 62.9
======== ========
Earnings per common share:
Basic................................. $ 0.65 $ 1.02
======== ========
Diluted.............................. $ 0.65 $ 1.01
======== ========
See accompanying Notes to Consolidated Financial Statements
(Unaudited).
- 3 -
TUPPERWARE CORPORATION
CONSOLIDATED BALANCE SHEET
ASSETS
(UNAUDITED)
June 27, December 27,
1998 1997
--------- -----------
(In millions)
Cash and cash equivalents............ $ 16.9 $ 22.1
Accounts receivable.................. 133.5 137.4
Less allowances for
doubtful accounts................ (35.4) (40.4)
--------- ---------
98.1 97.0
Inventories.......................... 173.0 184.2
Deferred income tax benefits......... 49.8 44.4
Prepaid expenses and other........... 52.2 55.4
--------- ---------
Total current assets............. 390.0 403.1
--------- ---------
Deferred income tax benefits......... 76.4 82.7
Property, plant, and equipment....... 951.6 944.0
Less accumulated depreciation...... (673.4) (651.0)
--------- ---------
278.2 293.0
Long-term receivables, net of
allowances of $39.3 million
at June 27, 1998 and
December 27, 1997.................. 41.1 36.4
Other assets ....................... 31.8 32.0
--------- ---------
Total assets..................... $ 817.5 $ 847.2
========= =========
See accompanying Notes to Consolidated Financial Statements
(Unaudited).
- 4 -
TUPPERWARE CORPORATION
CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
(UNAUDITED)
June 27, December 27,
1998 1997
------------- ------------
(Dollars in millions, except per share amounts)
Accounts payable................... $ 57.8 $ 75.4
Short-term borrowings and current
portion of long-term debt........ 39.3 -
Accrued liabilities................ 198.3 224.4
-------- --------
Total current liabilities...... 295.4 299.8
-------- --------
Long-term debt..................... 292.0 236.7
Accrued postretirement
benefit cost..................... 38.5 38.0
Other liabilities.................. 53.4 58.5
Shareholders' equity:
Preferred stock, $0.01 par value,
200,000,000 shares authorized;
none issued................... - -
Common stock, $0.01 par value,
600,000,000 shares authorized;
62,367,289 shares issued...... 0.6 0.6
Capital surplus.................. 19.5 19.5
Retained earnings................ 454.7 441.4
Treasury stock, 4,585,796 shares
at June 27, 1998, and
1,400,207 shares at
December 27, 1997, at cost.... (139.2) (54.0)
Unearned portion of restricted
stock issued for future
service....................... (2.1) (2.4)
Cumulative foreign currency
adjustments................... (195.3) (190.9)
-------- --------
Total shareholders' equity..... 138.2 214.2
-------- --------
Total liabilities and
shareholders' equity......... $ 817.5 $ 847.2
======== ========
See accompanying Notes to Consolidated Financial Statements
(Unaudited).
- 5 -
TUPPERWARE CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
26 Weeks Ended
---------------------------
June 27, June 28,
1998 1997
------------- -------------
(In millions)
Cash flows from operating activities:
Net income............................. $ 38.4 $ 62.9
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation....................... 30.9 32.7
Loss on sale of assets............. 0.7 1.3
Foreign exchange (gain) loss, net.. (0.2) 0.6
Changes in assets and liabilities:
Increase in accounts receivable.... (7.8) (18.9)
Decrease in inventory.............. 7.2 20.1
Decrease in accounts payable
and accrued liabilities.......... (14.9) (24.3)
(Decrease)increase in income
taxes payable.................... (22.5) 0.9
Increase in net deferred
income taxes..................... (1.4) (7.1)
Other, net......................... (1.0) (0.1)
-------- --------
Net cash provided by operating
activities...................... 29.4 68.1
-------- --------
Cash flows from investing activities:
Capital expenditures................... (17.7) (28.6)
-------- --------
Cash flows from financing activities:
Dividend payments to shareholders...... (26.3) (27.3)
Proceeds from exercise of
stock options........................ 1.3 3.4
Payments to acquire treasury stock..... (89.3) (42.8)
Net increase in short-term debt........ 96.9 19.3
Proceeds from issuance of
long-term debt....................... - 15.0
-------- --------
Net cash used in financing
activities...................... (17.4) (32.4)
-------- --------
Effect of exchange rate changes on cash
and cash equivalents................... 0.5 (3.6)
-------- --------
Net (decrease) increase in cash and
cash equivalents....................... (5.2) 3.5
Cash and cash equivalents at beginning
of year................................ 22.1 53.0
-------- --------
Cash and cash equivalents at end
of period.............................. $ 16.9 $ 56.5
======== ========
See accompanying Notes to Consolidated Financial Statements
(Unaudited).
- 6 -
TUPPERWARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Basis of Presentation
The accompanying unaudited consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q and
therefore do not include all footnotes necessary for a fair
presentation of financial position, results of operations, and changes
in financial position in conformity with generally accepted accounting
principles. Certain prior year amounts have been reclassified to conform
with the current year's presentation. In the opinion of management,
the unaudited consolidated financial statements include all adjustments,
consisting only of normal recurring items, necessary for a fair presentation
of financial position and results of operations. The results of operations
of any interim period are not necessarily indicative of the results that may
be expected for a full fiscal year.
Note 2: Inventories
Inventories, by component, are summarized as follows (in millions):
June 27, December 27,
1998 1997
----------- -----------
Finished goods.................. $ 80.0 $ 86.2
Work in process................. 39.3 43.3
Raw materials and supplies...... 53.7 54.7
-------- --------
Total inventories $ 173.0 $ 184.2
======== ========
- 7 -
Note 3: Net Income Per Common Share
In the fourth quarter of 1997, the Company adopted Statement of
Financial Accounting Standards No. 128, "Earnings Per Share."
Accordingly, these financial statements include "basic" and
"diluted" per share information for the periods presented.
Basic per share information is calculated by dividing net income
by the weighted average number of shares outstanding. Diluted
per share information is calculated by also considering the
impact of potential common stock on both net income and the
weighted average number of shares outstanding. The weighted
average number of shares used in the basic earnings per share
computations were 57.9 million and 58.9 million for the 13 and
26 weeks ended June 27, 1998, respectively, compared with 61.4
million and 61.7 million for the 1997 periods.
The only difference in the computation of basic and diluted
earnings per share is the inclusion of 0.6 million for the
quarter and year-to-date period in 1998 and 0.5 million and
0.6 million, respectively, for the quarter and year-to-date
period in 1997 of shares of potential common stock. Options
to purchase 2.0 million and 0.7 million shares of common stock
were outstanding during the first half of 1998 and 1997,
respectively, but not included in the computation of diluted
earnings per share because the options' exercise prices were
greater than the average market price of the common shares
during the respective period and, therefore, would have been
anti-dilutive if included. The Company's potential common stock
consists of employee and director stock options and restricted
stock. Per share information pertaining to 1997 has been
restated to conform with the current year's presentation.
Note 4: Other Comprehensive Income
During the quarter ended March 28, 1998, the Company adopted SFAS
No. 130, "Reporting Comprehensive Income." SFAS 130 requires
the Company to display "comprehensive income" which, in addition
to net income, includes certain amounts recorded directly in
equity.
The components of comprehensive income, net of related tax, for
the 13 week and 26 week periods ended June 27, 1998 and June 28,
1997, were as follows:
13 Weeks Ended 26 Weeks Ended
------------------ ------------------
June 27, June 28, June 27, June 28,
1998 1997 1998 1997
-------- -------- -------- --------
Net income.......................... $ 23.0 $ 38.0 $ 38.4 $ 62.9
Foreign currency translation
adjustments including tax
benefits (provisions) of $0.3
and ($0.7) for the 13 weeks
and 26 weeks ended June 28,
1998, respectively, and ($0.7)
and ($3.7) for the comparable
1997 periods..................... (5.8) (1.6) (4.4) (15.6)
------ ------ ------ ------
Comprehensive income................ $ 17.2 $ 36.4 34.0 47.3
====== ====== ====== ======
Accumulated other comprehensive income is comprised solely of
foreign currency translation adjustments.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following is a discussion of the results of operations for
the 13 weeks and 26 weeks ended June 27, 1998, compared with
the 13 weeks and 26 weeks ended June 28, 1997, and changes in
financial condition during the 26 weeks ended June 27, 1998.
Net Sales and Net Income
Net sales for the second quarter ended June 27, 1998 were
$282.9 million, a decrease of $59.6 million or 17.4 percent
from $342.5 million in 1997. Net income for the second quarter
of 1998 decreased $15.0 million, or 39.6 percent, to $23.0
million, or $0.39 per share, from 1997 net income of $38.0
million, or $0.61 per share. A stronger U.S. dollar in 1998 had
a negative impact of $26.1 million or 7 percentage points on the
sales comparison, and a $4.5 million or 8 percentage point
negative impact on the net income comparison for the quarter.
For the year-to-date period, sales were $551.7 million, which
was a decline of $106.1 million, or 16.1 percent, from $657.8
million in 1997. Net income of $38.4 million for the 26 weeks
ended June 27, 1998 decreased $24.5 million or 38.0 percent
from 1997 net income of $62.9 million. For the first half, the
negative impact of foreign exchange was $54.6 million or 8
percentage points on the sales comparison and $9.7 million or
10 percentage points on the comparison of 1998 net income with
1997 net income.
For both the 13-week and 26-week periods, improvement in sales
and operating profit in the United States was offset by a decline
in Europe and weak performance in Latin America and Asia Pacific.
Unallocated corporate expenses of $5.8 million and $10.5 million
for the 13 weeks and 26 weeks ended June 27, 1998, respectively,
were $2.8 million and $2.7 million more than the 1997 comparable
periods. The increases primarily were due to lower provisions
for annual executive incentive payments in 1997 and higher foreign
exchange losses in 1998. International operations contributed 82
percent and 85 percent of second quarter and first half sales,
respectively, compared with 87 percent and 88 percent, respectively
for the 1997 periods. In 1998, international operations generated
91 percent and all of the second quarter and first half operating
profit, respectively. In 1997, international operations generated
all of the Company's operating profit in both the second quarter
and year-to-date period.
Costs and Expenses
The cost of products sold in relation to sales was unchanged
at 38.3 percent in the second quarter of 1998 compared with the
second quarter of 1997. For the six-month periods, the
percentage decreased slightly to 37.1 in 1998 from 37.3 in 1997.
Gross margin in the United States improved in both periods due
to less sales discounting and higher plant capacity utilization.
Offsetting these improvements were lower margins in Latin America
as a consequence of the sales level, which led to less capacity
utilization, and the sale of lower margin products.
Net Interest Expense
In the second quarter and first six months of 1998, the Company
incurred net interest expense of $5.3 million and $9.2 million,
respectively. For the comparable 1997 periods, the Company
incurred net interest expense of $4.5 million and $8.4 million,
respectively. Net interest expense was higher due to borrowings
for share repurchases.
Tax Rate
The effective tax rates for the second quarter and first half
of 1998 were 24.5 percent compared with 26.0 percent for the
second quarter and year-to-date period in 1997. For the year
ended December 27, 1997, the effective tax rate was 26.0 percent.
The effective tax rates were below the U.S. statutory tax rate.
In 1997 the lower rate reflected the availability of excess foreign
tax credits and the reduction of certain valuation allowances
against deferred tax assets. In 1998, the rate continues to
reflect excess foreign tax credits along with lower foreign
effective tax rates.
Year 2000 Issues
The Company has studied the "Year 2000" issues affecting its
operations and has prepared a plan to address them. That plan
is now being implemented and the issues are not expected to have
a material adverse effect on the Company's operations. However,
if such modifications and conversions are not made, or are not
completed in a timely manner, the Year 2000 issues could have a
material adverse impact on the Company. The cost of addressing
Year 2000 issues has not been material to the Company to date
and is not expected to be in future periods.
The Company has initiated formal communications with significant
suppliers and other third party companies doing business with
the Company to determine the extent to which the Company's
systems and operations are vulnerable to those third parties'
failure to remediate their Year 2000 issues. The Company is not
aware of any Year 2000 issues of third parties that it expects
to have a material adverse effect on its operations, however,
there can be no guarantee that the systems of these other
companies will be converted before the turn of the century or
that their failure to do so would not have a material adverse
effect on the Company.
Euro Implementation
On January 1, 1999, several European countries that are members
of the European Monetary Union plan to replace their respective
currencies with one common currency - the euro. The Company
has studied the "euro" implementation issues affecting its
operations and has formed a task force to address them from both
a business and systems point of view. Plans are in place to deal
with both types of issues and are being carried out in time for
the January 1, 1999 implementation. The incremental cost to the
Company of addressing the euro conversion is not expected to
be material.
Regional Results (dollars in millions)
Europe
Negative
foreign Percent
Decrease Restated exchange of total
1998 1997 Dollar Percent (decrease) impact 1998 1997
------ ------ ------ ------- ---------- -------- ---- ----
Quarter:
Net sales $122.8 $144.8 $(22.0) (15)% (11)% $ (7.2) 43% 42%
Operating
profit 31.4 37.4 (6.0) (16) (11) (2.0) 75 64
First Half:
Net sales $268.1 $299.7 $(31.6) (11)% (4)% $(21.3) 48% 46%
Operating
profit 67.0 75.9 (8.9) (12) (3) (6.5) 94 75
Sales decreased during the quarter due to ineffective recruiting
promotions in Germany and Scandinavia, which impacted the early
part of the quarter. The impact of the ineffective promotions
in the second quarter more than offset the first quarter 1998
sales improvement generating a modest sales decline for the year-
to-date period. Partially offsetting the decreases in Germany
and Scandinavia were higher sales in Austria, Belgium and the
newer markets of Hungary, Israel, Turkey and the Balkans. The
improvement in these countries was attributable to increased
volume from a larger number of sellers and a higher productivity
for the quarter and year-to-date period. Operating profit was
down for both the quarter and year-to-date period due to the lower
sales. Foreign exchange had a negative impact on the sales and
profit comparisons due to the dollar's strength against currencies
throughout the region.
Asia Pacific
Negative
foreign Percent
Decrease Restated exchange of total
1998 1997 Dollar Percent (decrease) impact 1998 1997
------ ------ ------ ------- ---------- -------- ---- ----
Quarter:
Net sales $ 53.2 $ 75.5 $(22.3) (30)% (7)% $(18.4) 19% 22%
Operating
profit 5.7 10.4 (4.7) (45) (11) (3.9) 14 18
First Half:
Net sales $ 97.1 $141.1 $(44.0) (31)% (11)% $(32.4) 18% 21%
Operating
profit 4.7 12.9 ( 8.2) (63) (27) (6.4) 7 13
The sales decreases for both the quarter and six-month period
reflect the continuing weak economic conditions in the region,
particularly in Japan and Korea, causing consumers to limit
spending. To counter these economic issues, the Company is
emphasizing the Tupperware earnings opportunity in recruiting
and focusing on cost containment throughout the region.
Partially offsetting the sales decline in Japan and Korea were
increases in local currency sales due to increased volume from
a larger number of sellers in India, Indonesia and the Philippines.
In the Philippines, an effective promotional program combined with
new and pre-packaged product sets contributed to the sales increase
for the quarter and year-to-date period. Operating profit was
down for both the quarter and year-to-date period due to the lower
sales. Operating expenses decreased, but not in line with the
decrease in sales. Foreign exchange had a negative impact on the
sales and profit comparisons due to the dollar's strength against
currencies throughout the region.
The Chinese government has banned direct selling in that country
and communicated this directive to the Company in April 1998.
The Chinese government did issue to the Company a "retail/
wholesale" license to resume selling in Guangzhou and the Company
is anticipating approval to resume selling in several other
locations. The Company does not have a significant investment
recorded in its balance sheet for its operations in China and the
existing limitation placed on the direct selling method will not
have a material adverse effect on the Company or its operations.
Latin America
Negative
foreign Percent
Decrease Restated exchange of total
1998 1997 Dollar Percent (decrease) impact 1998 1997
------ ------ ------ ------- ---------- -------- ---- ----
Quarter:
Net sales $ 57.3 $ 76.4 $(19.1) (25)% (25)% $(0.5) 20% 22%
Operating
profit 0.7 12.8 (12.1) (95) (95) (0.1) 2 22
First Half:
Net sales $104.4 $139.6 $(35.2) (25)% (25)% $(0.9) 19% 21%
Operating
profit 0.5 22.4 (21.9) (98) (98) (0.1) 1 22
The sales decreases for both the quarter and six-month period
were due to significantly lower volume in Brazil and Argentina
and an expected decline in Mexico for the quarter. The decreases
in Brazil and Argentina were due to significantly lower sales
force productivity and activity levels, which are being addressed
through training of distributors and the sales forces in direct
selling fundamentals. In the first quarter of 1998, a number of
distributorships in Brazil and Argentina were consolidated to
enhance the continuing distributors' profitability allowing them
to better focus on sales growth. The second quarter sales com-
parison for Mexico was negatively impacted by some very strong
promotional programs in 1997. The lower operating profit for
the quarter and six-month period followed the decreased sales
volume along with a lower gross margin percentage due to a lower
level of production.
United States
Percent of
Increase total
1998 1997 Dollar Percent 1998 1997
------ ------ ------ ------- ---- ----
Quarter:
Net sales $ 49.6 $ 45.8 $ 3.8 8% 18% 14%
Operating
profit
(loss) 3.7 (2.2) 5.9 266 9 nm
First Half:
Net sales $ 82.1 $ 77.4 $ 4.7 6% 15% 12%
Operating
loss (1.7) (10.0) 8.3 83 nm nm
Sales for the quarter and first half in the United States
increased in spite of a smaller sales force as productivity
improved significantly. The increase in productivity was
partially due to the new compensation programs for recruiting and
promoting which were introduced in the first quarter of 1998.
These programs are being assimilated throughout the sales force.
The significant decreases in the operating loss for the quarter
and the first half reflect the impact of increased sales; higher
gross margin due to less sales discounting and higher plant
capacity utilization; and lower operating expenses reflecting
the results of cost containment efforts.
Financial Condition
Working capital was $91.9 million as of June 27, 1998, compared
with $103.3 million as of the end of 1997. The decrease
primarily relates to higher current borrowings due to share
repurchases and a decrease in the cash balance, which was
partially offset by a decrease in accounts payable and accrued
liabilities. The Company classifies a portion of its outstanding
borrowings that are due within one year by their terms as non-
current due to its ability and intent that they be outstanding
throughout the succeeding twelve months. Based on the timing of
the Company's cash inflows during the year, as well as its
planned uses of cash flow, no amount was classified as current at the
end of 1997. The decrease in accounts payable and accrued
liabilities reflects the seasonal reduction of accounts payable
along with lower accruals for promotions.
Net cash provided by operating activities in the first half of
1998 was $29.4 million, compared with $68.1 million in the first
half of 1997. The decrease was primarily due to lower net income,
lower inventory reduction and timing of income tax payments.
Partially offsetting these factors were the lower accounts
receivable increase reflecting sales trends and collection efforts
and a lower use of cash for pay down of accounts payables and
accruals. The $17.7 million of cash used in investing activities
was for capital expenditures, primarily for new molds.
As of June 27, 1998, the Company had $300 million available under
its unsecured multicurrency credit facility, which matures on
August 8, 2002. The multicurrency credit facility, along with
$258 million of unused lines of credit and cash generated by
operating activities, are expected to be adequate to finance any
additional working capital needs and capital expenditures.
During the first half of 1998, the Company repurchased
approximately 3.3 million shares of its common stock at an average
cost of approximately $27 per share. Through the end of the first
half, a total of 4.8 million shares of a 5 million share re-
purchase authorization have been repurchased under the program at
an average cost of $31 per share.
PART II
OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The 1998 annual meeting of shareholders of the Registrant occurred
on May 8, 1998. The following matters were voted upon at the
meeting: the election as a director of the Registrant of each of
Rita Bornstein, E. V. Goings, Betsy D. Holden, Robert M. Price
and Joyce M. Roche, and the ratification of the appointment of
PricewaterhouseCoopers LLP as independent auditors of the
Registrant.
The results of the voting were as follows:
Votes Against/ Broker
Matter Voted Votes For Withheld* Abstained Non-Votes
- ------------ --------- -------------- --------- ---------
Election of
Rita Bornstein 53,729,873 807,146 N/A 0
Election of
E. V. Goings 53,738,569 798,450 N/A 0
Election of
Betsy D. Holden 53,725,583 811,436 N/A 0
Election of
Robert M. Price 53,744,787 792,232 N/A 0
Election of
Joyce M. Roche 53,726,084 810,937 N/A 0
Approval of
Pricewaterhouse-
Coopers LLP 54,364,127 82,465 90,427 0
* Numbers shown for Director elections are votes withheld. For the
other matter voted upon, numbers shown are votes against.
In addition to the directors elected at the meeting, the directors
of the Registrant whose terms of office continued after the meeting
are: Ruth M. Davis, Lloyd C. Elam, Clifford J. Grum, Joe E. Lee,
Bob Marbut and David R. Parker.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits (numbered in accordance with Item 601 of
Regulation S-K)
(27) A Financial Data Schedule for the second quarter
of 1998 is filed as an exhibit to this report.
(b) Reports on Form 8-K
During the quarter, the Registrant did not file any
current reports on Form 8-K.
SIGNATURES
Pursuant to the requirements 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
By: Thomas P. O'Neill, Jr.
----------------------------
Senior Vice President,
and Chief Financial Officer
By: Michael S. Poteshman
-------------------------
Vice President
and Controller
Orlando, Florida
August 11, 1998