SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 29, 1996
TUPPERWARE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-11657 36-4062333
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
Incorporation)
P.O. Box 2353, Orlando, Florida 32802-2353
(Address of principal executive offices) (Zip Code)
(407) 826-5050
(Registrant's telephone number, including area code)<PAGE>
Item 1. Changes in Control of Registrant
On May 31, 1996, Premark International, Inc., the
then sole shareholder of the Registrant, distributed (the "Dis-
tribution") all of the outstanding shares of the common stock,
par value $0.01 per share, of the Registrant, to the sharehold-
ers of record of the common stock of Premark International,
Inc., pursuant to the Distribution Agreement dated as of May
15, 1996 by and among the Registrant, Premark International,
Inc. and Dart Industries Inc., a form of which is filed here-
with as Exhibit 2 (the "Distribution Agreement"). No consider-
ation was paid by the shareholders of Premark International,
Inc. for the receipt of the shares of common stock of the Reg-
istrant. All of the voting securities of the Registrant were,
as of the date of the Distribution, held by the shareholders of
Premark International, Inc.
The above matters are more fully described in the
Registration Statement on Form 10, as amended, as filed with
the Securities and Commission (the "Registration Statement").
Item 2. Acquisition or Disposition of Assets
As contemplated by the Distribution Agreement, on May
29, 1996, the Registrant acquired from Premark International,
Inc. all of the common stock of Dart Industries Inc., a Dela-
ware corporation, and other miscellaneous assets related to the
Tupperware business. The consideration paid by the Registrant
for the assets acquired was 61,919,537 shares of the common
stock of the Registrant. The number of shares paid as consid-
eration was determined by the formula set forth in the Distri-
bution Agreement, which required that one share of common stock
of the Registrant be distributed to each shareholder of Premark
International, Inc. for each share of Premark International,
Inc. common stock held by such shareholder. Pursuant to the
Distribution Agreement, on May 24, 1996, Dart Industries Inc.
paid a cash dividend of approximately $284.9 million to Premark
International, Inc. Such distribution and dividend were part
of the overall transaction pursuant to which the common stock
of the Registrant was distributed as reflected in Item No. 1
above. The cash dividend was funded from available cash and
borrowings made under the credit agreement referred to under
the caption "Financing" in the Registration Statement.
Additional information concerning the assets acquired
by the Registrant and the continuing relationship between the
Registrant and its subsidiaries and Premark International, Inc.
is contained in the Registration Statement.
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Item 5. Other Events
As a consequence of the Distribution, the 401(k) plan
sponsored by the Registrant (the "Registrant 401(k)") holds
approximately 428,000 shares of common stock of Premark Inter-
national, Inc. and the 401(k) plan sponsored by Premark Inter-
national, Inc. (the "Premark 401(k)") holds approximately 3.5
million shares of common stock of Tupperware Corporation. The
trustee of each such plan is selling, in the case of the Regis-
trant 401(k), such Premark common stock and, in the case of the
Premark 401(k), such Tupperware common stock in an orderly man-
ner and will use the proceeds thereof to purchase the common
stock of the company sponsoring the plan.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Financial Statements
The financial statements relating to the businesses
acquired are incorporated herein by reference to the Reg-
istration Statement.
(b) Pro Forma Financial Information
The following pro forma financial information is
incorporated herein by reference to the Registration
Statement.
(1) Pro Forma condensed Consolidated Statement of
Condition as of March 30, 1996.
(2) Pro Forma condensed Consolidated Statement of
Income for the three months ended March 30, 1996
and the fiscal year ended December 30, 1995.
(c) Exhibits
Exhibit Number Description
2 Form of Distribution Agreement by and
among the Registrant, Dart Industries
Inc. and Premark International, Inc.
(incorporated herein by reference to
Exhibit 2 to Form 10, file No 1-11
657, filed by Tupperware Corporation
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on March 4, 1996, as subsequently
amended on April 16, 1996, April 26,
1996, May 1, 1996 and May 21, 1996).
19 Registration Statement on Form 10 (in-
corporated herein by reference to Form
10, file No 1-11 657, filed by Tup-
perware Corporation on March 4, 1996,
as subsequently amended on April 16,
1996, April 26, 1996, May 1, 1996 and
May 21, 1996).
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SIGNATURES
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned thereunto duly
authorized.
Orlando, Florida TUPPERWARE CORPORATION
June 12, 1996
By: /s/ Thomas M. Roehlk
Thomas M. Roehlk
Senior Vice President
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit Number Description
2 Form of Distribution Agreement by and among
the Registrant, Dart Industries Inc. and
Premark International, Inc. dated as of May
15, 1996 (incorporated herein by reference
to Exhibit 2 to Form 10, file No 1-11 657,
filed by Tupperware Corporation on March 4,
1996, as subsequently amended on April 16,
1996, April 26, 1996, May 1, 1996 and May
21, 1996).
19 Registration Statement on Form 10 (incorpo-
rated herein by reference to Form 10, file
No 1-11 657, filed by Tupperware Corpora-
tion on March 4, 1996, as subsequently
amended on April 16, 1996, April 26, 1996,
May 1, 1996 and May 21, 1996).
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