<PAGE>
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 26, 1996)
$100,000,000
Tupperware Finance Company B.V.
7.25% NOTES DUE 2006
Payment of principal and interest unconditionally guaranteed by
Tupperware Corporation
----------------
Interest payable April 1 and October 1
----------------
THE NOTES WILL NOT BE REDEEMABLE PRIOR TO MATURITY AND WILL NOT BE ENTITLED
TO ANY SINKING FUND. THE NOTES WILL BE REPRESENTED BY A REGISTERED GLOBAL
SECURITY REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE
"DEPOSITARY") OR ITS NOMINEE. BENEFICIAL INTERESTS IN THE REGISTERED
GLOBAL SECURITY WILL BE SHOWN ON, AND TRANSFERS WILL BE EFFECTED
THROUGH, RECORDS MAINTAINED BY THE DEPOSITARY OR ITS PARTICIPANTS.
SEE "DESCRIPTION OF THE NOTES AND GUARANTEES."
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------------
PRICE 99.838% AND ACCRUED INTEREST, IF ANY
----------------
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) COMPANY(1)(3)
----------- -------------- -------------
<S> <C> <C> <C>
Per Note............................... 99.838% .650% 99.188%
Total.................................. $99,838,000 $650,000 $99,188,000
</TABLE>
- --------
(1) Plus accrued interest, if any, from October 1, 1996.
(2) Tupperware has agreed to indemnify the Underwriters against certain
liabilities, including certain liabilities under the Securities Act of
1933.
(3) Before deducting estimated expenses of $300,000 payable by Tupperware.
----------------
The Notes are offered, subject to prior sale, when, as and if accepted by
the Underwriters and subject to approval of certain legal matters by Mayer,
Brown & Platt, counsel for the Underwriters. It is expected that delivery of
the Notes will be made on or about October 1, 1996 through the book-entry
facilities of the Depositary against payment therefor in immediately available
funds.
----------------
MORGAN STANLEY & CO. GOLDMAN, SACHS & CO.
Incorporated
September 26, 1996
<PAGE>
NO PERSON IS AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. NEITHER THIS PROSPECTUS
SUPPLEMENT NOR THE PROSPECTUS CONSTITUTES AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES OFFERED HEREBY TO
ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE ANY SUCH OFFER
OR SOLICITATION TO SUCH PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREBY SHALL
UNDER ANY CIRCUMSTANCE IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT
AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
----------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Tupperware Corporation.................................................... S-3
Tupperware Finance Company B.V............................................ S-3
Use of Proceeds........................................................... S-3
Capitalization............................................................ S-3
Selected Financial Information of Tupperware Corporation.................. S-4
Ratio of Earnings to Fixed Charges of Tupperware Corporation.............. S-4
Tupperware Corporation Pro Forma Consolidated Statement of Income......... S-5
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... S-6
Business of Tupperware Corporation........................................ S-13
Description of the Notes and Guarantees................................... S-16
Underwriters.............................................................. S-17
PROSPECTUS
Available Information..................................................... 2
Incorporation of Certain Documents By Reference........................... 2
Tupperware Corporation.................................................... 3
Tupperware Finance Company B.V............................................ 3
Enforceability of Civil Liabilities and Related Matters................... 3
Use of Proceeds........................................................... 3
Ratio of Earnings to Fixed Charges of Tupperware Corporation.............. 3
Description of Debt Securities, Warrants and Guarantees................... 5
Netherlands Taxation...................................................... 17
Plan of Distribution...................................................... 18
Legal Matters............................................................. 20
Experts................................................................... 20
</TABLE>
----------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
S-2
<PAGE>
TUPPERWARE CORPORATION
Tupperware Corporation ("Tupperware") is a worldwide direct selling consumer
products company engaged in the manufacture and sale of Tupperware products.
The core of Tupperware's product line consists of food storage containers
which preserve freshness through the well-known Tupperware seals. Tupperware's
products are distributed worldwide through the "direct selling" method of
distribution, in which products are sold to consumers outside traditional
retail store channels. Tupperware has operations in more than 60 countries and
its products are sold in more than 100 foreign countries and in the United
States. For the past five fiscal years, sales in foreign countries
represented, on average, 81% of total Tupperware revenues.
Tupperware became an independent public company on May 31, 1996 when its
common stock was distributed (the "Distribution") to the shareholders of
Premark International, Inc. ("Premark"). Tupperware is a Delaware corporation
and its common stock is traded on the New York Stock Exchange. The address and
telephone number of its corporate headquarters are 14901 South Orange Blossom
Trail, Orlando, Florida 32837, (407) 826-5050.
TUPPERWARE FINANCE COMPANY B.V.
Tupperware Finance Company B.V. (the "Company") was organized under the
Dutch Civil Code on September 12, 1996. The Company is a wholly-owned
subsidiary of Tupperware Finance Holding Company B.V., which is a wholly-owned
subsidiary of Tupperware. The Company was organized to provide financing to
Tupperware and other subsidiaries or affiliates of Tupperware.
The registered office of the Company is at Rijksstraatweg 113-117, NL-3632
AB Loenen a/d Vecht, Netherlands. The Company's telephone number is (407) 826-
5050.
USE OF PROCEEDS
The net proceeds of the sale of the Notes offered hereby are estimated to be
$98,888,000. Such net proceeds will be advanced to Tupperware for the
repayment of a portion of its outstanding commercial paper (with a weighted
average interest rate of approximately 5 1/2%).
CAPITALIZATION
The following table sets forth the consolidated short-term debt and
capitalization of Tupperware at June 29, 1996 and as adjusted to reflect the
issuance of the Notes and the application of the estimated net proceeds
therefrom as described in "Use of Proceeds."
<TABLE>
<CAPTION>
ACTUAL ADJUSTED
(IN MILLIONS) ------ --------
<S> <C> <C>
Short-term borrowings and current portion of long-term debt..... $185.2 $185.2
====== ======
Long-term debt:
Historical (1)................................................ $101.9 $ 3.0
Notes offered hereby.......................................... -- 100.0
------ ------
101.9 103.0
------ ------
Shareholders' equity............................................ 245.0 245.0
------ ------
Total capitalization........................................ $346.9 $348.0
====== ======
</TABLE>
- --------
(1) In the actual column, historical long-term debt includes $100.0 million of
short-term commercial paper borrowings at June 29, 1996 due to
Tupperware's ability and intent to keep this amount of short-term
borrowings outstanding for more than one year from that date.
S-3
<PAGE>
SELECTED FINANCIAL INFORMATION OF TUPPERWARE CORPORATION
The following table sets forth certain selected historical financial
information of Tupperware which has been derived from the financial statements
of Tupperware for the three years ended December 30, 1995 and the 26-week
periods ended June 29, 1996 and July 1, 1995. The historical financial
information does not reflect the Distribution, until it occurred on May 31,
1996, and may not be indicative of Tupperware's future performance as a stand-
alone company. The information set forth below should be read in conjunction
with "Tupperware Corporation Pro Forma Consolidated Statement of Income,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements of Tupperware and
related notes incorporated by reference into the accompanying Prospectus.
<TABLE>
<CAPTION>
26 WEEKS ENDED YEAR ENDED
------------------ --------------------------
JUNE 29, JULY 1, DEC. 30, DEC. 31, DEC. 25,
1996 1995 1995 1994 1993
(IN MILLIONS) -------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Net sales............... $708.0 $681.2 $1,359.4 $1,274.6 $1,171.8
Income before income
taxes.................. 112.1 104.2 224.9 191.2 148.4
Net income.............. 82.2 78.4 171.4 149.2 117.9
BALANCE SHEET DATA
Working capital
(deficit).............. 17.0(1) 113.0 88.1 72.9 (49.4)(2)
Total assets............ 987.3 972.4 944.0 882.6 785.1
Long-term debt.......... 101.9 0.4 0.4 0.5 45.6
Shareholders' equity.... 245.0 429.5 415.6 395.1 163.3
</TABLE>
- --------
(1) Includes $162.1 million of domestic borrowings, which were used primarily
in funding a $284.9 million special dividend payment to Premark on May 24,
1996.
(2) Includes $105.0 million of the $150.0 million of 8 3/8% notes that were
called at par on February 1, 1994.
RATIO OF EARNINGS TO FIXED CHARGES OF TUPPERWARE CORPORATION
The following table sets forth the ratio of earnings to fixed charges of
Tupperware for the periods indicated:
<TABLE>
<CAPTION>
26 WEEKS ENDED YEAR ENDED
---------------- --------------------------------------------
JUNE 29, JULY 1, DEC. 30, DEC. 31, DEC. 25, DEC. 26, DEC. 28,
1996 1995 1995 1994 1993 1992 1991
-------- ------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Historical.............. 14.2x 14.9x 14.9x 10.9x 5.8x --(1) 3.3x
Pro forma for
Distribution........... 7.8x 7.3x
</TABLE>
- --------
(1) For the fiscal year ended December 26, 1992, fixed charges exceeded
earnings by $42.6 million. Pre-tax income was reduced by a $136.7 million
charge primarily related to consolidation of manufacturing capacity and
restructuring the U.S. distribution system. Excluding this charge, the
ratio would have been 4.0.
For the purpose of calculating the ratios, earnings consist of income (loss)
before income taxes and cumulative effect of accounting changes to which has
been added fixed charges less capitalized interest. Historical fixed charges
consist of interest expense, interest capitalized, and one third of rental
expense, the approximate portion representing interest. In calculating the
ratios that are pro forma for the Distribution, fixed charges have been
increased for the assumed incremental interest on borrowings incurred in
conjunction with the Distribution, which include the borrowings that will be
repaid with the proceeds of this Offering (see Note 2(a) to the Tupperware
Corporation Pro Forma Consolidated Statement of Income).
S-4
<PAGE>
TUPPERWARE CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
The unaudited Pro Forma Consolidated Statement of Income for the year ended
December 30, 1995 and the 26-week period ended June 29, 1996 presents the
consolidated results of operations of Tupperware assuming that the transactions
contemplated by the Distribution had been completed as of the beginning of
Tupperware's 1995 and 1996 fiscal years, respectively. The adjustments required
to reflect such assumptions are described in Note 2 to the Tupperware
Corporation Pro Forma Consolidated Statement of Income (Unaudited) and are set
forth in the "Pro Forma Adjustments" columns.
The unaudited Pro Forma Consolidated Statement of Income should be read in
conjunction with the historical financial statements of Tupperware incorporated
by reference into the accompanying Prospectus. The pro forma information
presented is for illustrative purposes only. It is not intended to reflect
future results of operations and may not reflect what the results of operations
would have been had the Distribution occurred as assumed herein.
<TABLE>
<CAPTION>
26 WEEKS ENDED JUNE 29, 1996 YEAR ENDED DECEMBER 30, 1995
------------------------------- ----------------------------------
PRO FORMA PRO PRO FORMA PRO
(IN MILLIONS, EXCEPT PER HISTORICAL ADJUSTMENTS FORMA HISTORICAL ADJUSTMENTS FORMA
SHARE AMOUNTS) ---------- ----------- ------ ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Net sales............... $708.0 $ -- $708.0 $1,359.4 $ -- $1,359.4
------ ----- ------ -------- ------ --------
Costs and expenses:
Costs of products
sold................. 254.7 -- 254.7 481.5 -- 481.5
Delivery, sales and
administrative
expense.............. 336.3 -- 336.3 653.5 -- 653.5
Interest expense...... 2.5 7.0 (2a) 9.5 3.1 16.9 (2a) 20.0
Interest income....... (1.9) -- (1.9) (5.0) -- (5.0)
Costs associated with
becoming an
independent company.. 2.6 -- 2.6 -- -- --
Other expense, net.... 1.7 -- 1.7 1.4 -- 1.4
------ ----- ------ -------- ------ --------
Total costs and
expenses........... 595.9 7.0 602.9 1,134.5 16.9 1,151.4
------ ----- ------ -------- ------ --------
Income before income
taxes.................. 112.1 (7.0) 105.1 224.9 (16.9) 208.0
Provision for income
taxes.................. 29.9 (2.7)(2b) 27.2 53.5 (6.6)(2b) 46.9
------ ----- ------ -------- ------ --------
Net income.............. $ 82.2 $(4.3) $ 77.9 $ 171.4 $(10.3) $ 161.1
====== ===== ====== ======== ====== ========
Net income per common
and common equivalent
share.................. $ 1.23 $ 2.55
Common and common
equivalent shares...... 63.1 63.1
</TABLE>
Note 1.
The accompanying unaudited Pro Forma Consolidated Statement of Income
reflects all adjustments that, in the opinion of management, are necessary to
present a fair statement of results of operations. This information does not
include certain disclosures required under generally accepted accounting
principles and, therefore, should be read in conjunction with Tupperware's
historical financial statements and notes thereto.
(Notes continued on following page)
S-5
<PAGE>
Note 2.
The pro forma adjustments to the accompanying financial information for the
26 weeks ended June 29, 1996 and the year ended December 30, 1995, are
described below:
(a) To record the increase in interest expense from the borrowings incurred to
fund the payment of a $284.9 million special dividend to Premark and the
funding of 65% ($12.0 million) of the amount necessary to pay the dividend
declared on Premark common stock on May 1, 1996 (the "Payments"). The
Payments are assumed to have been funded by $171.9 million of short-term
borrowings with variable interest rates averaging 5.6%; $100.0 million of
long-term borrowings with a fixed interest rate of 7.25%; and $25.0 million
of available cash. The effect of a one-eighth percentage point change in
the interest rate on variable rate borrowings on annual interest expense
and net income would be approximately $0.3 million and $0.2 million,
respectively.
(b) To record the estimated income tax benefit on the income effect of pro
forma adjustment (a) above at the combined federal, state, and local income
tax rate of 39%.
Note 3.
Net income per share information is based upon 63.1 million common and common
equivalent shares. For all periods prior to the Distribution, the number of
common and common equivalent shares assumed is the number of common and common
equivalent shares as of the date of the Distribution.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of Tupperware's results of operations and financial
condition should be read in conjunction with the unaudited Pro Forma
Consolidated Statement of Income and related notes thereto, the Selected
Financial Information of Tupperware Corporation, the consolidated financial
statements of Tupperware and related notes incorporated by reference into the
accompanying Prospectus and the other information included elsewhere in this
Prospectus Supplement and the accompanying Prospectus.
OVERALL--RESULTS OF OPERATIONS
The Distribution
On November 1, 1995, Premark's board of directors authorized Premark
management to proceed with a plan to establish the Tupperware business as an
independent company through a stock distribution to Premark's shareholders. The
Distribution was effected on May 31, 1996 through a stock dividend, which was
tax free to Premark's shareholders pursuant to a favorable ruling received from
the Internal Revenue Service. During the second quarter of 1996 Tupperware
incurred $2.6 million of pretax costs in connection with the Distribution.
FIRST HALF 1996 VS. FIRST HALF 1995
Net Sales and Net Income
Net sales for the six months ended June 29, 1996 increased by 4% to $708.0
million in 1996 from $681.2 million in 1995. Pro forma net income increased
6.1% to $77.9 million, or $1.23 per share, from $73.4 million, or $1.16 per
share, last year. For the first half, foreign exchange had a negative impact on
the sales and segment profit comparisons of $31.8 million and $6.6 million,
representing 5 and 6 percentage points, respectively. Excluding the costs
associated with becoming an independent company, pro forma net income was $79.5
million, or $1.26 per share, up 8.2%. Net income was $82.2 million compared
with $78.4 million last year.
The six month period reflects substantial sales improvement and a sharp
increase in segment profit in the Americas. Europe had modestly lower sales and
a large decrease in segment profit due to weakness in the first
S-6
<PAGE>
quarter. Asia Pacific's sales for the first six months of 1996 were even with
the prior year as strong improvement in local currency terms was offset by the
impact of a stronger U.S. dollar, while the region's profits increased
substantially with and without the unfavorable impact of foreign exchange. For
the year-to-date period, international operations accounted for 85% of
Tupperware's sales in both 1996 and 1995, and 95% and 97% of its segment profit
in 1996 and 1995, respectively.
Costs and Expenses
The cost of products sold in relation to sales increased to 36.0% for the six
months ended June 29, 1996, versus 34.6% for the comparable 1995 period. The
increase reflects lower margins in Europe associated with second quarter
promotional programs, and higher product costs in Latin America due to
increased third party product sourcing.
Delivery, sales and administrative expense as a percentage of sales was 47.5%
in the first half of 1996 compared with 50.2% in the first half of 1995. The
improvement was primarily the result of more efficient promotional spending and
a lower operating expense structure as a percentage of sales in Latin America.
Net Interest Expense
In the first six months of 1996, Tupperware incurred net interest expense of
$0.6 million. For the comparable 1995 period, Tupperware earned net interest
income of $1.0 million. In connection with the Distribution, Dart Industries
Inc. ("Dart"), a wholly-owned subsidiary of Tupperware, paid Premark a special
dividend of $284.9 million on May 24, 1996. Tupperware incurred a significant
amount of incremental borrowings to fund the majority of the special dividend,
which will result in higher interest expense in future periods.
Tax Rate
The effective tax rate for the first half of 1996 was 26.7%, compared with
24.8% for 1995. For the year ended December 30, 1995, the rate was 23.8%. The
increase in the 1996 rate is due to a lower 1996 benefit from repatriating
foreign earnings and the absence of the 1995 benefit from the resolution of
certain international and domestic tax audit contingencies. These factors were
only partially offset by the 1996 benefit from reducing the valuation allowance
for U.S. federal deferred tax assets.
Regional Results
Europe
<TABLE>
<CAPTION>
FOREIGN
EXCHANGE
26 IMPACT
26 WEEKS WEEKS INCREASE POSITIVE PERCENT
ENDED ENDED (DECREASE) (NEGATIVE) OF TOTAL
JUNE 29, JULY 1, --------------- ------------- ----------
1996 1995 DOLLAR PERCENT DOLLAR PP/1/ 1996 1995
(DOLLARS IN MILLIONS) -------- ------- ------ ------- ------ ----- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales................... $301.9 $314.1 $(12.2) (4)% $(9.4) (3) 43% 46%
Segment profit.......... 70.5 80.7 (10.2) (13) (2.5) (3) 56 69
</TABLE>
- --------
/1/As used in this section, "pp" means percentage point.
The decreases in European sales and segment profit were primarily the result
of lower volume in Germany in the first quarter of 1996 as a result of the weak
economy and lower sales during the important promotional period early in the
year. These factors more than offset substantial improvement in volume in
Germany in the second quarter, the result of an innovative promotional program,
in spite of continued economic weakness. Foreign exchange had a negative impact
on the comparisons throughout the region.
S-7
<PAGE>
Americas
<TABLE>
<CAPTION>
FOREIGN
EXCHANGE
26 IMPACT
26 WEEKS WEEKS INCREASE POSITIVE PERCENT
ENDED ENDED (DECREASE) (NEGATIVE) OF TOTAL
JUNE 29, JULY 1, --------------- ----------- ----------
1996 1995 DOLLAR PERCENT DOLLAR PP 1996 1995
(DOLLARS IN MILLIONS) -------- ------- ------ ------- ------ --- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales:
U.S..................... $103.3 $105.3 $(2.0) (2)% -- -- 15% 15%
Other................... 133.1 91.6 41.5 45 $(5.7) (10) 18 14
------ ------ ----- ----- --- ---
$236.4 $196.9 $39.5 20 $(5.7) (4) 33% 29%
====== ====== ===== ===== === ===
Segment profit:
U.S..................... $ 6.6 $ 3.3 $ 3.3 98% -- -- 5% 3%
Other................... 20.0 8.7 11.3 131 $(1.2) (36) 16 7
------ ------ ----- ----- --- ---
$ 26.6 $ 12.0 $14.6 122 $(1.2) (24) 21% 10%
====== ====== ===== ===== === ===
</TABLE>
The improvement in profit in the United States reflects the implementation of
several strategic initiatives to simplify operations and increase sales force
productivity. These initiatives resulted in lower promotional costs and
operating expenses throughout the first half of 1996. These factors were mostly
offset by higher distribution costs in the second quarter.
In the Americas, excluding the United States, the improvements relate to
higher volume in Mexico, Brazil and Argentina, where the active sales forces
more than doubled, in response to successful programs to increase sales force
size. In addition to the positive impact of higher volume, segment profit also
improved due to a lower operating expense structure in relation to the higher
level of business and more focused promotional spending. These factors more
than offset increased product costs resulting from a higher level of third
party sourcing of product due to capacity constraints related to the higher
sales volume. The region's production capacity is being increased. Foreign
exchange had a negative impact on the region's comparisons, primarily due to
weakness in the Mexican peso.
Asia Pacific
<TABLE>
<CAPTION>
FOREIGN
EXCHANGE
26 IMPACT
26 WEEKS WEEKS INCREASE POSITIVE PERCENT
ENDED ENDED (DECREASE) (NEGATIVE) OF TOTAL
JUNE 29, JULY 1, --------------- ----------- ----------
1996 1995 DOLLAR PERCENT DOLLAR PP 1996 1995
(DOLLARS IN MILLIONS) -------- ------- ------ ------- ------ --- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales.................... $169.7 $170.2 $(0.5) -- $(16.7) (11) 24% 25%
Segment profit........... 28.6 24.0 4.6 19% (2.9) (17) 23 21
</TABLE>
The operational increases reflect a better sales mix in Japan due to a
promotion on cookware, volume improvement in Korea as the sales force responded
to strong incentives, and higher volume in Australia on the strength of
improved recruiting. The profit improvement reflects the sales mix in Japan and
the higher volume in Korea, along with more favorable manufacturing costs.
These factors were partially offset by the unfavorable impact of foreign
exchange.
1995 VS. 1994 AND 1994 VS. 1993
Net Sales and Net Income
Net sales in 1995 of $1.4 billion were 7% higher than 1994 net sales of $1.3
billion due to improvement in international operations and a $33.2 million
benefit of favorable foreign exchange, which more than offset a decline in the
United States. In 1994, sales increased by 9% over 1993 sales of $1.2 billion,
led by Asia Pacific and Europe. Net income increased by 15%, to $171.4 million
in 1995, compared with $149.2 million in 1994, also on the strength of
international operations and an $8.5 million benefit of favorable foreign
exchange.
S-8
<PAGE>
Partially offsetting these factors was lower profit in the United States. Net
income in 1994 improved by 27% from $117.9 million in 1993 as a result of the
higher sales, along with lower cost of products and lower interest expense. In
1995 and 1994, respectively, 85% and 82% of Tupperware's sales and 96% and 92%
of its segment profit were from operations outside the United States.
Costs and Expenses
The cost of products sold in relation to sales was 35.4%, 36.2%, and 37.5%
in 1995, 1994, and 1993, respectively. 1995's improvement was the result of
reduced manufacturing costs along with selected price increases, which
outweighed significant increases in raw material costs. The 1994 decrease
resulted from manufacturing efficiencies in Asia Pacific and Latin America.
Delivery, sales, and administrative expense as a percentage of sales was
48.1%, 48.9%, and 48.7% in 1995, 1994, and 1993, respectively. The ratio
improved in 1995 compared with 1994 due to the higher 1995 sales while costs
were contained.
Tax Rate
The effective tax rates for 1995, 1994, and 1993, were 23.8%, 22.0%, and
20.6%, respectively. The 1995 increase reflects the absence of the 1994
reduction of valuation allowances against certain deferred tax assets,
partially offset by the effect of the favorable resolution of certain tax
contingencies. The higher effective rate in 1994 compared with 1993 reflects a
lower realization of foreign tax benefits.
Net Interest
In 1995 and 1994, Tupperware had net interest income of $1.9 million and
$0.2 million, respectively. In 1993, Tupperware had net interest expense of
$12.6 million.
1995 VS. 1994
Regional Results
<TABLE>
<CAPTION>
FOREIGN
EXCHANGE
IMPACT PERCENT
YEAR YEAR INCREASE POSITIVE OF
ENDED ENDED (DECREASE) (NEGATIVE) TOTAL
DEC. 30, DEC. 31, --------------- ----------- ----------
1995 1994 DOLLAR PERCENT DOLLAR PP 1995 1994
(DOLLARS IN MILLIONS) -------- -------- ------ ------- ------ --- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales:
Europe................ $ 595.1 $ 540.1 $ 55.0 10% $ 56.9 11 44% 42%
Americas:
United States ...... 208.6 228.8 (20.2) (9) -- -- 15 18
Americas, other than
United States ..... 200.6 176.4 24.2 14 (39.9) (23) 15 14
-------- -------- ------ ------ --- ---
409.2 405.2 4.0 1 (39.9) (10) 30 32
-------- -------- ------ ------ --- ---
Asia Pacific ......... 355.1 329.3 25.8 8 16.2 5 26 26
-------- -------- ------ ------ --- ---
$1,359.4 $1,274.6 $ 84.8 7 $ 33.2 3 100% 100%
======== ======== ====== ====== === ===
<CAPTION>
FOREIGN
EXCHANGE
IMPACT PERCENT
YEAR YEAR INCREASE POSITIVE OF
ENDED ENDED (DECREASE) (NEGATIVE) TOTAL
DEC. 30, DEC. 31, --------------- ----------- ----------
1995 1994 DOLLAR PERCENT DOLLAR PP 1995 1994
-------- -------- ------ ------- ------ --- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Segment Profit:
Europe ............... $ 156.8 $ 125.0 $ 31.8 25% $ 15.3 12 64% 61%
Americas:
United States....... 10.3 16.0 (5.7) (36) -- -- 4 8
Americas, other than
United States ..... 19.4 15.7 3.7 24 (9.8) (63) 8 8
-------- -------- ------ ------ --- ---
29.7 31.7 (2.0) (6) (9.8) (31) 12 16
-------- -------- ------ ------ --- ---
Asia Pacific ......... 59.4 46.3 13.1 28 3.1 7 24 23
-------- -------- ------ ------ --- ---
$ 245.9 $ 203.0 $ 42.9 21 $ 8.6 4 100% 100%
======== ======== ====== ====== === ===
</TABLE>
S-9
<PAGE>
Europe
The sales increase in 1995 was due to the favorable impact of foreign
exchange, largely attributable to Germany. Additionally, on a local currency
basis, a 20% sales increase in Italy and sales decreases in the United Kingdom
and Spain of 27% and 31%, respectively, occurred but did not significantly
affect the year-to-year comparison for the region either individually or in the
aggregate.
The segment profit increase reflects the benefit of foreign exchange, as well
as higher profit in Germany on a local currency basis, a smaller loss in the
United Kingdom, and lower area administrative costs. Germany's segment profit
increased by 14% from the impact of foreign exchange and by an additional 7%
from operations due primarily to improved gross margins. Operating efficiencies
in the United Kingdom and Spain resulted in a reduction in the loss in the
United Kingdom and a small profit in Spain, despite the lower sales in these
countries.
Americas
United States sales and segment profit in 1995 decreased due to lower volume.
The number of consultants grew by 4%, and the average active sales force grew
by 2%, but there was a large decrease in the productivity of the sales force.
Productivity in 1995 was down due to weakness in response by the sales force to
certain promotional programs. Steps have been taken to improve those
promotional programs in 1996.
In the Americas, excluding the United States, the sales increase was led by
operating improvements in Brazil, Mexico and Venezuela. In Latin America, a net
of 69 new distributors were added in 1995. The total number of consultants more
than doubled, and the average active sales force grew by 68%. Sales grew by
169% in Brazil and 66% in Venezuela. Mexico's sales increased by 39% in local
currency terms, although they decreased overall due to the negative impact of
the peso devaluation, which reduced sales by $40.0 million.
The negative impact of foreign exchange on the segment profit comparison of
the Americas, other than the United States, was due to the Mexican peso's
devaluation. Profit in Brazil increased substantially, from a small base in
1994, and Venezuela had a profit in 1995 versus a loss in 1994. Despite a
weaker Mexican peso, the improvement in Latin America, particularly in Brazil,
was attributable to relatively stable economic conditions, a focus on
recruiting and distributor expansion, streamlining of operations, and
simplified promotional programs.
Asia Pacific
The sales increase in Asia Pacific was the result of favorable foreign
exchange, along with operational improvements in Korea, the Philippines, and
some of the region's smaller markets. Sales in Japan increased by $8.2 million
overall, but, excluding the effect of foreign exchange, decreased by $4.9
million due to an estimated $9 million impact from the Kobe earthquake at the
beginning of the year. Sales in Korea and the Philippines increased by $7.1
million and $6.0 million, respectively. The increase in the Philippines was the
result of a substantial increase in the average active sales force, while the
Korean increase reflects a strong improvement in sales force productivity.
The segment profit increase was due primarily to a 52% increase in Korea and
a profit in Australia versus a loss in 1994. The increase in Korea was due to
the higher sales, along with improved margins. Australia's favorable profit
comparison was primarily due to lower promotional costs and the absence of
1994's costs incurred to shut down a manufacturing plant. Profit in Japan
increased by 8% compared with 1994, despite the negative impact of the Kobe
earthquake which affected profit by approximately $5 million.
S-10
<PAGE>
1994 VS. 1993
Regional Results
<TABLE>
<CAPTION>
FOREIGN
EXCHANGE
IMPACT
YEAR YEAR INCREASE POSITIVE PERCENT
ENDED ENDED (DECREASE) (NEGATIVE) OF TOTAL
DEC. 31, DEC. 25, -------------- ----------- ----------
1994 1993 DOLLAR PERCENT DOLLAR PP 1994 1993
(DOLLARS IN MILLIONS) -------- -------- ------ ------- ------ --- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales:
Europe ............... $ 540.1 $ 505.1 $ 35.0 7% $ 9.3 2 42% 43%
Americas:
United States ...... 228.8 225.4 3.4 2 -- -- 18 19
Americas, other than
United States ..... 176.4 154.4 22.0 14 (12.2) (8) 14 13
-------- -------- ------ ------ --- ---
405.2 379.8 25.4 7 (12.2) (3) 32 32
-------- -------- ------ ------ --- ---
Asia Pacific ......... 329.3 286.9 42.4 15 17.7 6 26 25
-------- -------- ------ ------ --- ---
$1,274.6 $1,171.8 $102.8 9 $ 14.8 1 100% 100%
======== ======== ====== ====== === ===
<CAPTION>
FOREIGN
EXCHANGE
IMPACT
YEAR YEAR INCREASE POSITIVE PERCENT
ENDED ENDED (DECREASE) (NEGATIVE) OF TOTAL
DEC. 31, DEC. 25, -------------- ----------- ----------
1994 1993 DOLLAR PERCENT DOLLAR PP 1994 1993
-------- -------- ------ ------- ------ --- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Segment Profit:
Europe ............... $ 125.0 $ 110.3 $ 14.7 13% $ 2.3 2 61% 62%
Americas:
United States ...... 16.0 12.5 3.5 28 -- -- 8 7
Americas, other than
United States ..... 15.7 15.7 -- -- (2.1) (13) 8 9
-------- -------- ------ ------ --- ---
31.7 28.2 3.5 12 (2.1) (7) 16 16
-------- -------- ------ ------ --- ---
Asia Pacific ......... 46.3 40.3 6.0 15 3.4 8 23 22
-------- -------- ------ ------ --- ---
$ 203.0 $ 178.8 $ 24.2 13 $ 3.6 2 100% 100%
======== ======== ====== ====== === ===
</TABLE>
Europe
The 1994 sales improvement was due primarily to operational improvements in
Germany, Austria, and Switzerland along with the favorable impact of foreign
exchange. These factors were partially offset by a decrease in sales in the
United Kingdom. Sales in Germany increased by 13%, of which 3 percentage
points were due to foreign exchange. The operational improvement in Germany
was due to higher volume, despite slower sales in the fourth quarter as
distributors reduced their inventories. Sales in Austria and Switzerland
increased by 18% and 23%, respectively, as a result of larger sales forces.
Sales in the United Kingdom fell by 19% reflecting a lower number of recruits.
The region's segment profit increase was led by improvement in Germany,
along with favorable foreign exchange, which was partially offset by higher
area manufacturing costs and a larger loss in the United Kingdom. The 26%
increase in profit in Germany was attributable to the higher sales, reflecting
a larger active sales force, improved recruiting, and lower promotional costs.
The loss in the United Kingdom was nearly three times greater than the 1993
loss reflecting the lower level of sales and higher promotional costs.
Americas
United States sales rose slightly in 1994, as a successful effort to
increase the size of the sales force was substantially offset by lower sales
force productivity. Profit improved as higher sales and reduced promotional
spending offset the negative impact on margins from the lower level of
production.
The sales improvement in the Americas, excluding the United States, reflects
Brazil's sales increase of more than 150%, and Mexico's sales increase of 29%
in local currency terms and 17% including the negative impact of foreign
exchange. The improvement resulted from increasing the number of distributors,
managers, and dealers in both countries, as well as aggressive product pricing
in Brazil.
S-11
<PAGE>
Segment profit improved by 15% in Mexico, despite a 12 percentage point
negative impact from foreign exchange, and Brazil's profit was an improvement
from a loss in 1993. The profit improvements in these countries followed from
the higher sales but were offset by a loss in Canada from higher product costs
and declines in Argentina and Venezuela.
Asia Pacific
Asia Pacific's sales increase reflects a benefit from favorable foreign
exchange, along with operational improvements in Japan, the Philippines, and
Korea, which were partially offset by lower sales in Australia. The 20%, 24%,
and 18% increases in the sales of Japan, the Philippines and Korea,
respectively, were the result of successful recruiting efforts and
corresponding increases in sales force size, and favorable foreign exchange in
Japan, which was responsible for 10 percentage points of that country's
improvement. The lower sales in Australia resulted from ineffective promotional
programs.
Segment profit rose in Japan, Korea, and the Philippines by 29%, 60% and 33%,
respectively, while Australia had a loss in 1994 compared with a profit in
1993. The improvements in Japan, Korea, and the Philippines were the result of
the higher sales volume, generated through increased promotional spending,
along with favorable foreign exchange in Japan, which accounted for 11
percentage points of the increase. The loss in Australia was the result of
decreased sales along with a $3.8 million charge to shut down a manufacturing
plant.
FINANCIAL CONDITION
Under the distribution agreement between Premark, Tupperware and Dart,
entered into in connection with the Distribution, Dart paid a special dividend
to Premark of $284.9 million on May 24, 1996.
Prior to the Distribution, Tupperware's domestic cash requirements, including
working capital expenditures, were financed by Premark through its centralized
cash management system. On May 17, 1996, Tupperware and certain of its
subsidiaries entered into a 5-year $300 million unsecured multicurrency credit
facility. This facility was used in funding the dividend payment to Premark,
but in late June, all outstanding borrowings were refinanced through the
issuance of commercial paper. Amounts available under the multicurrency credit
facility and through commercial paper borrowings and foreign uncommitted lines
of credit, which totalled $152.1 million at June 29, 1996, along with cash
generated by operating activities are expected to be adequate to finance any
additional working capital needs and capital expenditures.
Net cash provided by operating activities increased to $58.0 million for the
first six months of 1996 compared with $33.6 million for the first six months
of 1995. The improvement reflects the higher level of earnings for the 1996
period, along with a smaller net increase in working capital. Net cash used in
investing activities was for capital expenditures and totaled $39.9 million and
$25.6 million in the first halves of 1996 and 1995, respectively.
Working capital decreased to $17.0 million as of June 29, 1996, compared with
$88.1 million as of December 30, 1995. This decrease was the result of a net
increase in short-term borrowings of $105.3 million, primarily in connection
with funding the special dividend to Premark. An additional $100.0 million of
short-term borrowings was classified as non-current at June 29, 1996, due to
Tupperware's ability and intent to keep this amount of short-term borrowings
outstanding for more than one year. The most significant factor offsetting this
decrease in working capital was an increase in net accounts receivable of $33.2
million. However, days sales outstanding from operations was modestly lower at
the end of the second quarter of 1996 compared with the end of the second
quarter of 1995.
S-12
<PAGE>
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 highest-quality
consumer products for the home and for personal care. The core of Tupperware's
product line consists of food storage containers which 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(TM), Fridge Stackables(TM),
OneTouch(TM) canisters and many specialized containers. In recent years,
Tupperware has expanded its offerings in the food preparation and service 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 around the world in
order to address differences in cultures, lifestyles, tastes and needs of the
markets. 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 which are generally
supplied by Tupperware. Promotional items provided at product demonstrations
include items obtained from outside sources.
Markets. Tupperware's business is operated on the basis of three geographic
segments: Europe, the Americas and Asia Pacific. Tupperware has operations in
more than 60 countries and its products are sold in more than 100 foreign
countries and in the United States. For the past five fiscal years, sales in
foreign countries represented, on average, 81% of total Tupperware revenues.
During 1995, Tupperware entered several new international markets, including
Poland and several countries in southern Africa. During 1996, Tupperware has
established operations in China, additional Eastern European countries and
several Middle Eastern countries. Additionally, Tupperware has received
approval to do business in India. Market penetration varies throughout the
world. Several "developing" areas which have low penetration, such as Latin
America, Asia and Eastern Europe, provide significant growth potential for
Tupperware. Tupperware's strategy continues to include aggressive expansion
into new markets throughout the world.
Distribution of Tupperware Products. Tupperware's products are distributed
worldwide 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(TM) trademarks and the administrative arrangements with
Tupperware, such as order entry and delivery, payment, recruitment and training
of dealers.
Tupperware products are sold directly to distributors or dealers throughout
the world. Distributors are granted the right to market Tupperware products
using the demonstration method and utilizing the Tupperware trademark. The vast
majority of Tupperware's distributorship system is composed of distributors,
managers and dealers (known in the United States as consultants) who are
independent contractors and not employees of Tupperware. In certain limited
circumstances Tupperware owns the distributorship for a period of time until an
independent distributor can be installed, in order to maintain market presence.
Key aspects of Tupperware's strategy are expanding its business by enlarging
the number of distributors, and at the same time increasing the business of
existing distributors. Under the Tupperware system, distributors recruit, train
and motivate a large sales force to cover the distributor's geographic area.
Managers are developed
S-13
<PAGE>
and promoted by distributors to assist the distributor in recruiting, training
and motivating dealers, as well as continuing to hold their own demonstrations.
As of December 30, 1995, the Tupperware distribution system had over 1,670
distributors, 44,000 managers and 790,000 dealers worldwide. The dealer force
continues to increase each year.
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 13 million demonstrations were
held in 1995 worldwide. Tupperware products are also promoted through monthly
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, magazine advertising and
toll-free telephone ordering, which helps increase its sales levels with hard-
to-reach customers.
The distribution of products to consumers is primarily the responsibility of
distributors, who are required to maintain their own inventory of Tupperware
products, the necessary warehouse facilities and delivery systems. In certain
markets, Tupperware offers distributors the use of a delivery system of direct
product shipment to consumers or dealers, which is intended to reduce the
distributor's investment in inventory and enable distributors to be more cost-
efficient.
Competition. There are two primary competitive factors which affect
Tupperware's business: (i) competition with other "direct sales" companies for
sales personnel and demonstration dates and (ii) competition in the markets for
food storage and serving containers, toys, personal care items, and gifts in
general. Tupperware believes that it holds a significant market share in each
of these markets in many countries. This has been facilitated by innovative
product development and a large, dedicated worldwide sales force. Tupperware's
competitive strategies are to continue to expand its direct selling
distribution system, and to provide high-quality, high-value products
throughout the world.
Employees. Tupperware employs approximately 7,500 people, of whom
approximately 1,000 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 138 Tupperware manufacturing employees in the Australian mold
manufacturing operation are covered by a collective bargaining agreement which
is negotiated annually. There have been no work stoppages or threatened work
stoppages in over three 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 1995, 1994 and 1993,
Tupperware spent approximately $6.3 million, $8.9 million and $9.8 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 market resin 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(TM)
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
S-14
<PAGE>
a country by country basis. The current duration for such registration ranges
from seven years to 15 years; however, each such registration may be renewed an
unlimited number of times. The patents and trademarks used in Tupperware's
business are registered and maintained on a worldwide basis, with a variety of
durations. Tupperware has followed the practice of applying for design and
utility patents with respect to most of the significant patentable
developments.
Environmental Laws. Compliance with federal, state and local environmental
protection laws has not in the past had, and is not expected to have in the
future, a material effect upon Tupperware's capital expenditures, liquidity,
earnings or competitive position.
Other. Tupperware sales do not vary significantly on a quarterly basis;
however, third quarter sales are generally lower than the other quarters in any
year due to vacations by Tupperware's sales consultants 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.
S-15
<PAGE>
DESCRIPTION OF THE NOTES AND GUARANTEES
GENERAL
The following description of the terms of the Notes offered hereby
supplements and should be read in conjunction with the statements under
"Description of Debt Securities, Warrants and Guarantees" in the accompanying
Prospectus.
The Notes offered hereby will be unsecured obligations of the Company, will
be limited to $100,000,000 aggregate principal amount, will be unconditionally
guaranteed as to payment of principal and interest by Tupperware and will
mature on October 1, 2006. The Notes will bear interest at the rate of 7.25%
per annum from October 1, 1996. Interest on the Notes will be payable on April
1 and October 1 in each year, commencing on April 1, 1997, to the persons in
whose names the Notes are registered at the close of business on the preceding
March 15 and September 15, respectively. The Notes will be issued in fully
registered form only in denominations of $100,000 or any amount in excess
thereof which is an integral multiple of $1,000.
The Notes will be subject to the provisions of the Indenture described under
"Description of Debt Securities, Warrants and Guarantees--Defeasance and
Discharge, Covenant Defeasance" in the accompanying Prospectus.
Subject to certain exceptions and limitations, the Company will pay as
additional interest on the Notes such additional amounts as are necessary in
order that the net payment by the Company or a paying agent of the principal
and interest on the Notes, after deduction for any present or future tax,
assessment or governmental charge of The Netherlands or a political
subdivision or taxing authority thereof or therein, imposed by withholding
with respect to payment, will not be less than the amount provided in the
Notes to then be due and payable. Tupperware has unconditionally guaranteed
the Company's payment of additional amounts. See "Description of Debt
Securities, Warrants and Guarantees--Payment of Additional Amounts" in the
accompanying Prospectus.
BOOK-ENTRY PROCEDURES
Upon issuance, all Notes will be represented by a fully registered global
note (the "Global Note"). The Global Note will be deposited with, or on behalf
of, The Depository Trust Company, as Depositary, and registered in the name of
the Depositary or a nominee thereof. Unless and until it is exchanged in whole
or in part for Notes in definitive form, the Global Note may not be
transferred except as a whole by the Depositary. A further description of the
Depositary's procedures with respect to the Global Note is set forth in the
accompanying Prospectus under "Description of Debt Securities, Warrants and
Guarantees--Book-Entry System."
REDEMPTION
The Notes are not redeemable prior to their maturity, except that the Notes
may be redeemed, as a whole but not in part, at a redemption price equal to
100% of their principal amount, together with interest thereon to the date
fixed for redemption, if, at any time, the Company or Tupperware has been or
will be required to pay additional amounts with respect to the Notes. See
"Description of Debt Securities, Warrants and Guarantees--Optional Tax
Redemption" in the accompanying Prospectus.
S-16
<PAGE>
UNDERWRITERS
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date hereof, the Underwriters named below have severally
agreed to purchase, and the Company has agreed to sell to them, severally, the
respective principal amounts of Notes set forth opposite their respective
names below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITER NOTES
----------- ------------
<S> <C>
Morgan Stanley & Co. Incorporated........................... $ 50,000,000
Goldman, Sachs & Co......................................... 50,000,000
------------
Total................................................... $100,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Notes are subject to
receipt of an opinion of counsel and to certain other conditions. The
Underwriters are obligated to take and pay for all the Notes if any are taken.
The Underwriters propose initially to offer part of the Notes directly to
the public at the public offering price set forth on the cover page hereof and
part to certain dealers at a price that represents a concession not in excess
of .40% of the principal amount of the Notes. Any Underwriter may allow, and
such dealers may reallow, a concession not in excess of .25% of the principal
amount of the Notes to certain other dealers. After the initial offering of
the Notes, the offering price and other selling terms may from time to time be
varied by the Underwriters.
The Company does not intend to apply for listing of the Notes on a national
securities exchange, but has been advised by the Underwriters that they
presently intend to make a market in the Notes, as permitted by applicable
laws and regulations. The Underwriters are not obligated, however, to make a
market in the Notes and any such market making may be discontinued at any time
at the sole discretion of the Underwriters. Accordingly, no assurance can be
given as to the liquidity of, or trading markets for, the Notes.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
The Underwriters have provided and will in the future continue to provide
investment banking and other financial services for the Company and certain of
its affiliates in the ordinary course of business for which they have received
and will receive customary compensation.
S-17
<PAGE>
PROSPECTUS
TUPPERWARE FINANCE COMPANY B.V.
DEBT SECURITIES
AND
WARRANTS TO PURCHASE DEBT SECURITIES
TUPPERWARE CORPORATION
GUARANTOR
Tupperware Finance Company B.V., (the "Company") from time to time may offer
one or more series of unsecured notes, debentures or other debt securities
("Debt Securities") and warrants ("Warrants") to purchase Debt Securities (the
Debt Securities and Warrants being hereinafter collectively called the
"Securities") having an aggregate initial offering price of up to U.S.
$200,000,000, or the equivalent thereof if any of the Securities are
denominated in a foreign currency or a foreign currency unit. All Debt
Securities will be unconditionally guaranteed as to payment of principal,
premium, if any, and interest by Tupperware Corporation ("Tupperware"). The
guarantees of the Debt Securities (the "Guarantees") will constitute unsecured
obligations of Tupperware and will rank pari passu with other unsecured
indebtedness of Tupperware.
The Debt Securities will be offered as separate series in amounts, at prices
and on terms to be determined at the time of sale and to be set forth in one
or more supplements to this Prospectus (a "Prospectus Supplement"). The Debt
Securities and Warrants may be sold for U.S. Dollars, foreign currencies or
foreign currency units, and the principal of and any interest on the Debt
Securities may be payable in U.S. Dollars, foreign currencies or foreign
currency units. The specific designation, aggregate principal amount, the
currency or currency unit for which the Securities may be purchased, the
currency or currency unit in which the principal and any interest is payable,
the rate (or method of calculation) and time of payment of any interest,
authorized denominations, maturity, offering price, any redemption terms or
other specific terms of the Securities in respect of which this Prospectus is
being delivered will be set forth in the Prospectus Supplement. With regard to
the Warrants, if any, in respect of which this Prospectus is being delivered,
the Prospectus Supplement sets forth a description of the Debt Securities for
which each Warrant is exercisable and the offering price, if any, exercise
price, duration, detachability and other terms of the Warrants.
The Company may sell Securities through underwriting syndicates led by one
or more managing underwriters or through one or more underwriting firms acting
alone, to or through dealers, acting as principals for their own account or as
agents, and also may sell Securities directly to other purchasers. See "Plan
of Distribution". The names of any underwriters, dealers or agents involved in
the sale of the Securities in respect to which this Prospectus is being
delivered and their compensation will be set forth in the Prospectus
Supplement.
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is September 26, 1996.
<PAGE>
AVAILABLE INFORMATION
Tupperware is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices at the Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661 and Seven
World Trade Center, New York, New York 10048. Copies of such material can also
be obtained at prescribed rates by writing to the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington D.C. 20549. In addition,
such material can be inspected at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005. The Commission maintains a
Web site (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants who file electronically
with the Commission. The Company will not file reports under the Exchange Act.
The Company and Tupperware have filed with the Commission a combined
registration statement on Form S-3 (the "Registration Statement," which term
encompasses any amendments thereof) under the Securities Act of 1933, as
amended, with respect to the Securities and the Guarantees offered hereby. As
permitted by the rules and regulations of the Commission, this Prospectus does
not contain all of the information set forth in the Registration Statement and
the exhibits and schedules thereto to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by Tupperware (File No. 1-11657)
with the Commission pursuant to the Exchange Act and are incorporated herein
by reference and made a part of this Prospectus:
(a) Amendment No. 4 on Form 10/A4 to Tupperware's Registration Statement on
Form 10 (No. 1-11657) filed with the Commission on May 21, 1996,
including the exhibits thereto; and
(b) Tupperware's Quarterly Reports on Form 10-Q for the periods ended March
30, 1996 and June 29, 1996.
All documents filed by Tupperware with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Securities
shall be deemed to be incorporated herein by reference and made a part of this
Prospectus from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
Tupperware and the Company will provide without charge to each person to
whom this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all documents incorporated herein by reference
(without exhibits other than exhibits specifically incorporated by reference).
Requests should be directed to Tupperware Corporation, P.O. Box 2353, Orlando,
Florida 32802, Attention: Corporate Secretary's Office (telephone number:
(407) 826-5050).
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TUPPERWARE CORPORATION
Tupperware is a worldwide direct selling consumer products company engaged
in the manufacture and sale of Tupperware products. The core of Tupperware's
product line consists of food storage containers which preserve freshness
through the well-known Tupperware seals. Tupperware's products are distributed
worldwide through the "direct selling" method of distribution, in which
products are sold to consumers outside traditional retail store channels.
Tupperware has operations in more than 60 countries and its products are sold
in more than 100 foreign countries and in the United States. For the past five
fiscal years sales in foreign countries represented, on average, 81% of total
Tupperware revenues.
Tupperware became an independent public company on May 31, 1996 when its
common stock was distributed to the shareholders of Premark International,
Inc. ("Premark"). Tupperware is a Delaware corporation and its common stock is
traded on the New York Stock Exchange. The address and telephone number of its
corporate headquarters are 14901 South Orange Blossom Trail, Orlando, Florida
32837, (407) 826-5050.
TUPPERWARE FINANCE COMPANY B.V.
The Company was organized under the Dutch Civil Code on September 12, 1996.
The Company is a wholly-owned subsidiary of Tupperware Finance Holding Company
B.V., which is a wholly-owned subsidiary of Tupperware. The Company was
organized to provide financing to Tupperware and other subsidiaries or
affiliates of Tupperware.
The registered office of the Company is at Rijksstraatweg 113-117, NL-3632
AB Loenen a/d Vecht, Netherlands. The Company's telephone number is (407) 826-
5050.
ENFORCEABILITY OF CIVIL LIABILITIES
AND RELATED MATTERS
The Company was organized under the Dutch Civil Code. Certain of its
directors and officers are residents of non-United States jurisdictions and
substantially all of the assets of the Company, and all or a substantial
portion of the assets of such other persons, are located in non-United States
jurisdictions. As a result, it may be difficult for investors to effect
service within the United States upon such persons or to enforce against them,
in the United States, such judgments of courts of the United States predicated
upon civil liabilities under the United States federal securities laws.
Additionally, there is doubt as to the enforceability in The Netherlands, in
original actions or in actions for enforcement of judgements of United States
courts, of liabilities predicated upon the United States federal securities
laws.
USE OF PROCEEDS
Unless otherwise indicated in a Prospectus Supplement relating to a series
of Securities, the net proceeds received by the Company from the sale of
Securities will be advanced to, or otherwise invested in, other subsidiaries
or affiliates of Tupperware to be used for general corporate purposes, which
may include the repayment of indebtedness.
RATIO OF EARNINGS TO FIXED CHARGES OF TUPPERWARE CORPORATION
The following table sets forth the ratio of earnings to fixed charges of
Tupperware for the periods indicated:
<TABLE>
<CAPTION>
26 WEEKS ENDED YEAR ENDED
---------------- -----------------------------------------------
JUNE 29, JULY 1, DEC. 30, DEC. 31, DEC. 25, DEC. 26, DEC. 28,
1996 1995 1995 1994 1993 1992 1991
-------- ------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Historical.............. 14.2x 14.9x 14.9x 10.9x 5.8x --(1) 3.3x
Pro forma for
Distribution........... 7.8x 7.3x
</TABLE>
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(1) For the fiscal year ended December 26, 1992, fixed charges exceeded
earnings by $42.6 million. Pre-tax income was reduced by a $136.7
million charge primarily related to consolidation of manufacturing
capacity and restructuring the U.S. distribution system. Excluding
this charge, the ratio would have been 4.0.
For the purpose of calculating the ratios, earnings consist of income (loss)
before income taxes and cumulative effect of accounting changes to which has
been added fixed charges less capitalized interest. Historical fixed charges
consist of interest expense, interest capitalized, and one third of rental
expense, the approximate portion representing interest. In calculating the
ratios that are pro forma for the Distribution, fixed charges have been
increased for the assumed incremental interest on borrowings incurred in
conjunction with the Distribution (see Note 2(a) to the Tupperware Corporation
Pro Forma Consolidated Statement of Income).
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DESCRIPTION OF DEBT SECURITIES, WARRANTS AND GUARANTEES
The following description of the terms of the Debt Securities, Warrants and
Guarantees sets forth certain general terms and provisions of the Debt
Securities, Warrants and Guarantees to which a Prospectus Supplement may
relate. The particular terms and provisions of the Debt Securities offered by
a Prospectus Supplement (the "Offered Debt Securities") or Warrants offered by
a Prospectus Supplement and the extent, if any, to which such general terms
and provisions may not apply to the Debt Securities and Warrants so offered
will be described in the Prospectus Supplement relating to such Offered Debt
Securities and Warrants.
The Debt Securities will be issued under an Indenture (the "Indenture"),
among the Company, Tupperware and The First National Bank of Chicago, as
Trustee (the "Trustee"), a copy of which is filed as an exhibit to the
Registration Statement of which this Prospectus is a part. The following
summaries of certain provisions of the Debt Securities, the Warrants, the
Guarantees and the Indenture do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all the provisions of the
Debt Securities, the Warrant Agreements, the Guarantees and the Indenture,
including the definition therein of certain terms. Wherever particular
sections, articles or defined terms of the Indenture are referred to herein,
such sections, articles or defined terms shall be as specified in the
Indenture. Certain defined terms in the Indenture are capitalized herein.
Section numbers below refer to provisions of the Indenture.
GENERAL
The Indenture does not limit the amount of Debt Securities which can be
issued thereunder and provides that Debt Securities of any series may be
issued thereunder up to the aggregate principal amount which may be authorized
from time to time by the Company. The Indenture does not limit the amount of
other indebtedness or securities which may be issued by the Company.
All Debt Securities will be unsecured and will rank pari passu with all
other unsecured and unsubordinated indebtedness of the Company and will have
the benefit of the Guarantees described below.
Reference is made to the Prospectus Supplement relating to the particular
Offered Debt Securities offered thereby for the following terms of the Offered
Debt Securities: (i) the title of the Offered Debt Securities or the
particular series thereof; (ii) any limit on the aggregate principal amount of
the Offered Debt Securities or the particular series thereof; (iii) whether
the Offered Debt Securities are to be issuable as Registered Securities or
Unregistered Securities or both, whether any of the Offered Debt Securities
are to be issuable initially in temporary global form and whether any of the
Offered Debt Securities are to be issuable in permanent global form; (iv) the
price or prices (generally expressed as a percentage of the aggregate
principal amount thereof) at which the Offered Debt Securities will be issued;
(v) the date or dates on which the Offered Debt Securities will mature; (vi)
the rate or rates per annum (or the formula by which such rate or rates shall
be determined) at which the Offered Debt Securities will bear interest, if
any, and the dates from which any such interest will accrue; (vii) the
interest payment dates on which any such interest on the Offered Debt
Securities will be payable, the regular record date for any interest payable
on any Offered Debt Securities that are Registered Securities on any interest
payment date, and the extent to which, or the manner in which, any interest
payable on a Global Security on an interest payment date will be paid if other
than in the manner described below under "Book-Entry System"; (viii) any
mandatory or optional sinking fund or analogous provisions; (ix) each office
or agency where, subject to the terms of the Indenture as described below
under "Payments and Paying Agents," the principal of and any premium and
interest on the Offered Debt Securities will be payable and each office or
agency where, subject to the terms of the Indenture as described below under
"Denominations, Registration and Transfer," the Offered Debt Securities may be
presented for registration of transfer or exchange; (x) the price or prices at
which and, the period or periods within which the Offered Debt Securities may,
pursuant to any optional or mandatory redemption provisions, be redeemed, in
whole or in part, and the other detailed terms and
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<PAGE>
provisions of any such optional or mandatory redemption provisions; (xi) the
denominations in which any Offered Debt Securities will be issuable, if other
than denominations of U.S. $100,000 or any amount in excess thereof which is
an integral multiple of $1,000; (xii) the currency or currencies of payment of
principal of and any premium and interest on the Offered Debt Securities;
(xiii) any index used to determine the amount of payments of principal of and
any premium and interest on the Offered Debt Securities; (xiv) any additional
covenants applicable to the Offered Debt Securities; (xv) whether the Offered
Debt Securities will not be defeasible by the Company or Tupperware pursuant
to the provisions described below under "Defeasance and Discharge, Covenant
Defeasance"; and (xvi) any other terms and provisions of the Offered Debt
Securities or the Guarantees not inconsistent with the terms and provisions of
the Indenture. Any such Prospectus Supplement will also describe any special
provisions for the payment of additional amounts with respect to the Offered
Debt Securities. (Section 2.3).
If the purchase price of any of the Debt Securities is denominated in a
foreign currency or currencies or foreign currency unit or units or if the
principal of and any premium and interest on any series of Offered Debt
Securities is payable in a foreign currency or currencies or foreign currency
unit or units, the restrictions, elections, general tax considerations,
specific terms and other information with respect to such issue of Offered
Debt Securities and such foreign currency or currencies or foreign currency
unit or units will be set forth in the applicable Prospectus Supplement.
Some of the Debt Securities may be issued as original issue discount
securities (bearing no interest or interest at a rate which at the time of
issuance is below market rates) to be sold at a substantial discount below
their stated principal amount. Federal income tax considerations and other
special considerations applicable to any original issue discount securities
will be set forth in the applicable Prospectus Supplement.
There are no covenants or provisions contained in the Indenture which may
afford debt holders protection in the event of a highly leveraged transaction.
WARRANTS
The Company may issue Warrants for the purchase of Debt Securities. Warrants
may be issued independently or together with Debt Securities offered by any
Prospectus Supplement and may be attached to or separate from such Debt
Securities. Each series of Warrants will be issued under a separate warrant
agreement (a "Warrant Agreement") to be entered into between the Company and a
warrant agent to be designated by the Company (the "Warrant Agent"), all as
set forth in the Prospectus Supplement relating to the particular issue of
offered Warrants. The Warrant Agent will act solely as an agent of the Company
in connection with the Warrants and will not assume any obligation or
relationship of agency or trust for or with any holders of Warrants or
beneficial owners of Warrants. Holders of Warrants (without the consent of the
Warrant Agent, any Trustee, the holders of any Debt Securities or the holders
of any other Warrants) may, on their own behalf and for their own benefit,
enforce, and may institute and maintain any suit, action or proceeding against
the Company suitable to enforce or otherwise in respect of, their rights to
exercise Warrants evidenced by Warrant Certificates. Copies of the forms of
Warrant Agreements, including the forms of Warrant Certificates representing
the Warrants, are filed as exhibits to the Registration Statement of which
this Prospectus is a part. The following summary of certain provisions of the
Warrants does not purport to be complete and is subject to, and is qualified
in its entirety by reference to, all the provisions of the Warrant Agreements.
Reference is made to the Prospectus Supplement relating to any particular
issue of Warrants for the terms of such Warrants, including, where applicable:
(i) the initial public offering price of such Warrants; (ii) the title and
terms of any Debt Securities with which such Warrants are issued, the number
of such Warrants issued with each Debt Security offered and the date, if any,
on or after such Warrants and the related Debt Securities will be separately
transferable; (iii) the designation, aggregate principal amount, currencies,
denominations and terms of the series of Debt Securities purchasable upon
exercise of Warrants to purchase Debt Securities and the price at which such
Debt Securities may be purchased upon such exercise; (iv) the date on which
the right to exercise such Warrants shall commence and the date (the
"Expiration Date") on which such right shall expire; (v) U.S.
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<PAGE>
federal income tax consequences applicable to such Warrants; and (vi) any other
terms of such Warrants. The exercise price for Warrants may be subject to
adjustment in accordance with the applicable Prospectus Supplement.
Unless otherwise provided in the related Prospectus Supplement, each Warrant
will entitle the holder thereof to purchase such principal amount of Debt
Securities at such exercise price as shall in each case be set forth in, or
calculable from, the Prospectus Supplement relating to the offered Warrants,
which exercise price may be subject to adjustment upon the occurrence of
certain events as set forth in such Prospectus Supplement. After the close of
business on the Expiration Date (or such later date to which such Expiration
Date may be extended by the Company), unexercised Warrants will become void.
The place or places where, and the manner in which, Warrants may be exercised
will be specified in the Prospectus Supplement relating to such Warrants.
Prior to the exercise of any Warrants to purchase Debt Securities, holders of
such Warrants will not have any of the rights of holders of the Debt Securities
purchasable upon such exercise, including the right to receive payments of
principal of, premium, if any, or interest on the Debt Securities purchasable
upon such exercise or to enforce covenants in the applicable Indenture.
Unless otherwise provided in the related Prospectus Supplement, each Warrant
Agreement may be amended by the Company and the Warrant Agent (i) without the
consent of the holders of Warrants for the purpose of curing any ambiguity,
curing, correcting or supplementing any defective provision contained therein
or making such provisions with respect to matters or questions arising
thereunder as the Company and the Warrant Agent may deem necessary or
desirable, provided that such action will not have a material adverse effect on
the interests of the holders of Warrants and (ii) with the consent of the
holders of not less than a majority of the Warrants then outstanding and
unexercised for any other reason.
GUARANTEES
Tupperware will unconditionally guarantee the due and punctual payment of the
principal, premium, if any, and interest (including additional amounts) on the
Debt Securities when and as the same shall become due and payable, whether at
maturity, upon redemption, or otherwise. (Section 2.13). Tupperware may,
without the consent of the holders of the Debt Securities, assume all rights
and obligations of the Company with respect to a series of the Debt Securities,
as described in the Indenture, and upon such assumption, the Company will be
released from its liabilities under the Indenture and under such series of Debt
Securities. (Section 2.15). The Guarantees will rank equally with all other
unsecured and unsubordinated obligations of Tupperware.
DENOMINATIONS, REGISTRATION AND TRANSFER
The Debt Securities will be issuable as Registered Securities, Unregistered
Securities or both. Debt Securities may be issuable in the form of one or more
Global Securities, as described below under "Book-Entry System." Unless
otherwise provided in the applicable Prospectus Supplement, Debt Securities
denominated in U.S. dollars will be issued only in denominations of $100,000 or
any amount in excess thereof which is an integral multiple of $1,000. A Global
Security will be issued in a denomination equal to the principal amount of
outstanding Debt Securities represented by such Global Security. The Prospectus
Supplement relating to Offered Debt Securities denominated in a foreign or
composite currency will specify the denominations thereof. (Sections 2.3 and
2.7). The Debt Securities of each series will be consecutively numbered,
beginning with the number one.
In connection with the original issuance, no Unregistered Security shall be
mailed or otherwise delivered to any location in the United States (as defined
below under "Limitations on Issuance of Unregistered Securities") and an
Unregistered Security may be delivered in connection with its original issuance
only if the person entitled to receive such Unregistered Security furnishes
written certification, in the form required by the Indenture, to the effect
that such Unregistered Security is not being acquired by or on behalf of a
United States person (as defined below under "Limitations on Issuance of
Unregistered Securities"), or, if a beneficial interest in such
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<PAGE>
Unregistered Security is being acquired by or on behalf of a United States
person, that such United States person is a financial institution which agrees
to comply with the requirements of Section 165(j) (3) (A), (B) or (C) of the
United States Internal Revenue Code of 1986, as amended ( the "Code"), and the
regulations thereunder. (Sections 2.4 and 2.11). See "Limitations on Issuance
of Unregistered Securities" below.
Registered Securities of any series will be exchangeable for other Registered
Securities of the same series and of a like aggregate principal amount and
tenor of different authorized denominations, subject to the limitations
regarding Global Securities discussed in "Book-Entry System" below. In
addition, if Debt Securities of any series are issuable as both Registered
Securities and as Unregistered Securities, at the option of the holder upon
request confirmed in writing, and subject to the terms of the Indenture,
Unregistered Securities (with all unmatured coupons, except as provided below,
and all matured coupons in default attached) of such series will be
exchangeable for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor. Unless
otherwise indicated in an applicable Prospectus Supplement, any Unregistered
Security surrendered in exchange for a Registered Security between a record
date and the relevant date for payment of interest shall be surrendered without
the coupon relating to such date for payment of interest attached and interest
will not be payable in respect of the Registered Security issued in exchange
for such Unregistered Security, but will be payable only to the holder of such
coupon when due in accordance with the terms of the Indenture. Except as
provided in an applicable Prospectus Supplement, Unregistered Securities will
not be issued in exchange for Registered Securities. (Section 2.8).
Debt Securities may be presented for exchange as provided above, and
Registered Securities (other than a Global Security) may be presented for
registration of transfer (with the form of transfer duly executed), at the
office of the security registrar designated by the Company or at the office of
any transfer agent designated by the Company for such purpose with respect to
any series of Debt Securities and referred to in an applicable Prospectus
Supplement, without service charge and upon payment of any taxes and other
governmental charges as described in the Indenture. Such transfer or exchange
will be effected upon the security registrar or such transfer agent, as the
case may be, being satisfied with the documents of title and identity of the
person making the request. The Company has initially appointed the Trustee as
the security registrar under the Indenture. (Section 2.8). If a Prospectus
Supplement refers to any transfer agent (in addition to the security registrar)
initially designated by the Company with respect to any series of Debt
Securities, the Company may at any time rescind the designation of any such
transfer agent or approve a change in location through which any such transfer
agent acts, except that, if Debt Securities of a series are issuable only as
Registered Securities, the Company will be required to maintain a transfer
agent in each Place of Payment for such series and, if Debt Securities of a
series are issuable as Unregistered Securities, the Company will be required to
maintain (in addition to the Security Registrar) a transfer agent in a Place of
Payment for such series located outside the United States. The Company may at
any time designate additional transfer agents with respect to any series of
Debt Securities. (Section 3.2).
In the event of any redemption in part, the Company shall not be required to
(i) issue, register the transfer of or exchange Debt Securities of any series
during a period beginning at the opening of business 15 days before the mailing
of a notice of redemption of Debt Securities of that series selected to be
redeemed and ending at the close business on (a) if Debt Securities of the
series are issuable only as Registered Securities, the day of mailing of the
relevant notice of redemption and (b) if Debt Securities of the series are
issuable as Unregistered Securities, the day of the first publication of the
relevant notice of redemption or, if Debt Securities of that series are also
issuable as Registered Securities and there is no publication, the mailing of
the relevant notice of redemption; (ii) register the transfer of or exchange
any Registered Security or portion thereof called for redemption, except the
unredeemed portion of any Registered Security being redeemed in part; or (iii)
exchange any Unregistered Security called for redemption, except to exchange
such Unregistered Security for a Registered Security of that series and like
tenor which is immediately surrendered for redemption. (Section 2.8).
PAYMENTS AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment of
principal of and any premium and interest on Registered Securities (other than
a Global Security) will be made at the office of such Paying Agent or Paying
Agents as the Company may designate from time to time, except that, at the
option of
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<PAGE>
the Company, payment of any interest may be made by check mailed to the address
of the payee entitled thereto as such address shall appear in the Security
Register. (Sections 2.7 and 3.2). Unless otherwise indicated in an applicable
Prospectus Supplement, payment of any installment of interest on Registered
Securities will be made to the person in whose name such Registered Security is
registered at the close of business on the record date for such interest
payment. (Section 2.7).
Unless otherwise indicated in an applicable Prospectus Supplement, payment of
principal of and any premium and interest on Unregistered Securities will be
payable (subject to applicable laws and regulations) at the offices of such
Paying Agent or Paying Agents outside the United States as the Company may
designate from time to time, except that, at the option of the Company, payment
of any interest may be made by check or by wire transfer to an account
maintained by the payee outside the United States. (Sections 2.7 and 3.2).
Unless otherwise indicated in an applicable Prospectus Supplement, payment of
interest on Unregistered Securities on any Interest Payment Date will be made
only against surrender of the coupon relating to such Interest Payment Date.
(Section 2.7). No payment with respect to any Unregistered Security will be
made at any office or agency of the Company in the United States or by check
mailed to any address in the United States or by transfer to an account
maintained in the United States. Payments will not be made in respect of
Unregistered Securities or coupons appertaining thereto pursuant to
presentation to the Company or its Paying Agents within the United States or
any other demand for payment to the Company or its Paying Agents within the
United States. Notwithstanding the foregoing, payment of principal of and any
premium and interest on Unregistered Securities denominated and payable in U.S.
dollars will be made at the office of the Company's Paying Agent in the United
States if, and only if, payment of the full amount thereof in U.S. dollars at
all offices or agencies outside the United States is illegal or effectively
precluded by exchange controls or other similar restrictions and the Company
has delivered to the Trustee an opinion of counsel to that effect. (Section
3.2).
Unless otherwise indicated in an applicable Prospectus Supplement, the
principal office of the Trustee in The City of New York will be designated as
the Company's sole Paying Agent for payments with respect to Debt Securities
which are issuable solely as Registered Securities. Any Paying Agent outside
the United States and any other Paying Agent in the United States initially
designated by the Company for the Debt Securities will be named in the
applicable Prospectus Supplement. The Company may at any time designate
additional Paying Agents or rescind the designation of any Paying Agent or
approve a change in the office through which any Paying Agent acts, except
that, if Debt Securities of a series are issuable only as Registered
Securities, the Company will be required to maintain a Paying Agent in each
Place of Payment for such series and, if Debt Securities of a series are
issuable as Unregistered Securities, the Company will be required to maintain
(i) a Paying Agent in each Place of Payment for such series in the United
States for payments with respect to any Registered Securities of such series
(and for payments with respect to Unregistered Securities of such series in the
circumstances described above, but not otherwise), (ii) a Paying Agent in each
Place of Payment located outside the United States where Debt Securities of
such series and any coupon appertaining thereto may be presented and
surrendered for payment; provided that if the Debt Securities of such series
are listed on The International Stock Exchange, London or the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company will maintain a Paying Agent in
London or Luxembourg City or any other required city located outside the United
States, as the case may be, for Debt Securities of such series and (iii) a
Paying Agent in each Place of Payment located outside the United States where
(subject to applicable laws and regulations) Registered Securities of such
series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company may be served. (Section 3.2).
All moneys paid by the Company to a Paying Agent for the payment of principal
of and any premium and interest on any Debt Security that remains unclaimed at
the end of two years after such principal, premium or interest shall have
become due and payable will be repaid to the Company and thereafter the holder
of such Debt Security or any coupon appertaining thereto will look only to the
Company for payment thereof. (Section 10.7).
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BOOK-ENTRY SYSTEM
Unless otherwise specified in an applicable Prospectus Supplement, Debt
Securities of any series shall be issued under a book-entry system in the form
of one or more registered global securities (each a "Global Security"). Unless
otherwise specified in an applicable Prospectus Supplement, each Global
Security will be deposited with, or on behalf of, a depositary, which, unless
otherwise specified in an applicable Prospectus Supplement or Prospectus
Supplements, will be The Depository Trust Company, New York, New York (the
"Depositary"). Unless otherwise specified in an applicable Prospectus
Supplement, Global Securities will be registered in the name of the Depositary
or its nominee and will bear a legend regarding the restrictions on exchanges
and registration of transfers thereof referred to below and any other matters
as may be provided for pursuant to the Indenture.
The Depositary has advised the Company that the Depositary is a limited-
purpose trust company organized under the New York Banking Law, a "banking
organization" within the means of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. The Depositary was created to
hold securities of its participants and to facilitate the clearance and
settlement of securities transactions among its participants through electronic
book-entry changes in accounts of the participants, thereby eliminating the
need for physical movement of securities certificates. The Depositary's
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations, some of whom (and/or
their representatives) own the Depositary. Access to the Depositary's book-
entry system is also available to others, such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly.
Upon the issuance of a Global Security in registered form, the Depositary
will credit, on its book-entry registration and transfer system, the respective
principal amounts of the Debt Securities represented by such Global Security to
the accounts of participants. The accounts to be credited will be designated by
the underwriters, dealers or agents, if any, or by the Company, if such Debt
Securities are offered and sold directly by the Company. Ownership of
beneficial interests in the Global Security will be limited to participants or
persons that may hold interests through participants. Ownership of beneficial
interests by participants in the Global Security will be shown on, and the
transfer of that ownership interest will be effected only through, records
maintained by such participants. The laws of some jurisdictions may require
that certain purchasers of securities take physical delivery of such securities
in definitive form. Such laws may impair the ability to transfer beneficial
interest in a Global Security.
So long as the Depositary or its nominee is the registered owner of a Global
Security, it will be considered the sole owner or holder of the Debt Securities
represented by such Global Security for all purposes under the Indenture.
Unless otherwise specified in an applicable Prospectus Supplement, except as
set forth below, owners of beneficial interests in such Global Security will
not be entitled to have the Debt Securities represented thereby registered in
their names, will not receive or be entitled to receive physical delivery of
certificates representing the Debt Securities and will not be considered the
owners or holders thereof under the Indenture. Accordingly, each person owning
a beneficial interest in such Global Security must rely on the procedures of
the Depositary and, if such person is not a participant, on the procedures of
the participant through which such person owns its interest, to exercise any
rights of a holder under the Indenture. The Company understands that under
existing practice, in the event that the Company requests the holders to take,
or a beneficial owner desires to take, any action, the Depositary would act
upon the instructions of, or authorize, the participant to take such action.
Payment of principal of, and any premium and interest on, Debt Securities
represented by a Global Security will be made to the Depositary or its nominee,
as the case may be, as the registered owner and holder of the Global Security
representing such Debt Securities. None of the Company, the Trustee, any paying
agent or registrar for such Debt Securities will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in the Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
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The Company has been advised by the Depositary that the Depositary will
credit participants' accounts with payments of principal and any premium or
interest on the payment date thereof in amounts proportionate to their
respective beneficial interests in the principal amount of the Global Security
as shown on the records of the Depositary. The Company expects that payments by
participants to owners of beneficial interests in the Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts
of customers registered in "street name," and will be the responsibility of
such participants.
Unless otherwise specified in an applicable Prospectus Supplement, a Global
Security may not be exchanged or transferred except as a whole by the
Depositary to a nominee or successor of the Depositary or by a nominee of the
Depositary to another nominee of the Depositary. A Global Security representing
all but not part of the Debt Securities being offered hereby is exchangeable or
transferable for Debt Securities in definitive form of like tenor and terms if
(i) the Depositary notifies the Company that it is unwilling or unable to
continue as depositary for such Global Security or if at any time the
Depositary is no longer eligible to be or in good standing as a clearing agency
registered under the Exchange Act, and in either case, a successor depositary
is not appointed by the Company within 90 days of receipt by the Company of
such notice or of the Company becoming aware of such ineligibility or (ii) the
Company in its sole discretion at any time determines not to have all of the
Debt Securities represented by a Global Security and notifies the Trustee
thereof. A Global Security exchangeable pursuant to the preceding sentence
shall be exchangeable for Debt Securities registered in such names and in such
authorized denominations as the Depositary for such Global Security shall
direct (Section 2.8).
LIMITATIONS ON ISSUANCE OF UNREGISTERED SECURITIES
In compliance with United States federal tax laws and regulations, Securities
may not be offered, sold, resold or delivered in connection with their original
issuance in the United States or to United States persons (each as defined
below) other than to a Qualifying Branch of a United States Financial
Institution (as defined below), and any underwriters, agents and dealers
participating in the offering of Debt Securities must agree that they will not
offer any Unregistered Securities for sale or resale in the United States or to
United States persons (other than a Qualifying Branch of a United States
Financial Institution) nor deliver Unregistered Securities within the United
States. In addition, any such underwriters, agents and dealers must agree to
send confirmations to each purchaser of an Unregistered Security confirming
that such purchaser represents that it is not a United States person or is a
Qualifying Branch of a United States Financial Institution and, if such person
is a dealer, that it will send similar confirmations to purchasers from it. The
term "Qualifying Foreign Branch of a United States Financial Institution" means
a branch located outside the United States of a United States securities
clearing organization, bank or other financial institution that holds
customers' securities in the ordinary course of its trade or business and that
agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Code and the regulations thereunder.
Unregistered Securities and any coupons appertaining thereto will bear a
legend substantially to the following effect: "Any United States person who
holds this obligation will be subject to limitations under the United States
income tax laws, including the limitations provided in Sections 165(j) and
1287(a) of the Internal Revenue Code". Under Sections 165(j) and 1287(a) of the
Code, holders that are United States persons, with certain exceptions, will not
be entitled to deduct any loss on Unregistered Securities and must treat as
ordinary income any gain realized on the sale or other disposition (including
the receipt of principal) of Unregistered Securities.
The term "United States person" means a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or
under the laws of the United States or of any political subdivision thereof,
and an estate or trust the income of which is subject to United States federal
income taxation regardless of its source, and the term "United States" means
the United States of America (including the states and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction (including the Commonwealth of Puerto Rico).
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PAYMENT OF ADDITIONAL AMOUNTS
Unless otherwise provided in the Prospectus Supplement relating to a
particular series of Offered Debt Securities, if any deduction or withholding
for any present or future taxes, assessments or other governmental charges of
The Netherlands or any political subdivision or taxing authority thereof or
therein shall at any time be required in respect of any amounts to be paid by
the Company under the Debt Securities of such series, the Company will pay as
additional interest such additional amounts as may be necessary in order that
the net amounts paid to the holder of any such Debt Security pursuant to the
terms of such Debt Security, after such deduction or withholding, will be not
less than the amounts specified in such Debt Security to be then due and
payable; provided, however, that the Company shall not be required to make any
payment of additional amounts for or on account of:
(a) any tax, assessment or other governmental charge which would not have
been imposed but for (i) the existence of any present or former connection
between such holder (or between a fiduciary, settlor, beneficiary, member
or shareholder of, or possessor of a power over, such holder, if such
holder is an estate, trust, partnership or corporation) and The Netherlands
or any political subdivision or territory or possession of The Netherlands
or area subject to its jurisdiction, including, without limitation, such
holder (or such fiduciary, settlor, beneficiary, member, shareholder or
possessor) being or having been a citizen or resident or treated as a
resident thereof, being or having been present or engaged in trade or
business therein or having or having had a permanent establishment therein
or (ii) the presentation of such Debt Security (where presentation is
required) for payment on a date more than 20 days after the date on which
such payment became due and payable or the date on which payment thereof
was duly provided for, whichever occurs later;
(b) any estate, inheritance, gift, sale, transfer, personal property or
similar tax, assessment or other governmental charge;
(c) any tax, assessment or other governmental charge which is payable
otherwise than by withholding from payments of (or in respect of) principal
of or interest on such Debt Security;
(d) any tax, assessment or other governmental charge that is imposed or
withheld by reason of the failure to comply by the holder or the beneficial
owner with a request of the Company addressed to the holder to provide
information concerning the nationality, residence or identity of the holder
or beneficial owner of such Debt Security, and to make such declaration or
other similar claim or reporting requirement, which is required by a
statute, treaty or regulation of The Netherlands as a precondition to
exemption from all or part of such tax, assessment or other governmental
charge; or
(e) any condition of items (a), (b), (c) and (d) above;
nor will additional amounts be paid with respect to any payment of the
principal of or interest on any such Debt Security to any such holder who is a
fiduciary or partnership or other than the sole beneficial owner of such
payment to the extent such payment would be required by the laws of The
Netherlands (or any political subdivision or taxing authority of or in The
Netherlands) to be included in the income for tax purpose of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to such additional amounts
had it been the holder of such Debt Security. (Section 13.2).
The Guarantees include Tupperware's unconditional guarantee of the due and
punctual payment of any additional amounts described herein (Section 2.13).
OPTIONAL TAX REDEMPTION
If the provisions described under "Payment of Additional Amounts" apply to a
series of Debt Securities, the Debt Securities of such series may be redeemed,
at the option of the Company or Tupperware, in whole but not in part, upon not
less than 30 nor more than 60 days' notice given as provided in the Indenture,
at any time (except Debt Securities that have a variable rate of interest which
may be redeemed only on an interest payment
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date) at a redemption price equal to the principal amount thereof (except for
Debt Securities issued at a price representing a discount from the principal
amount payable at maturity which may be redeemed at the redemption price set
forth in such Debt Securities) plus accrued interest to the date fixed for
redemption if, as a result of any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of The Netherlands or any
political subdivision or taxing authority thereof or therein, or any change in
the official application or interpretation of such laws, regulations or
rulings, or any change in the official application or interpretation of, or any
execution of or amendment to, any treaty or treaties affecting taxation to
which The Netherlands is a party, which change, execution or amendment becomes
effective on or after the original issue date of such Debt Securities, the
Company or Tupperware has been or will be required to pay additional amounts
with respect to such Debt Securities. (Section 13.3).
The Company will also pay, or make available for payment, to holders on the
redemption date any additional amounts (as described under "Payment of
Additional Amounts" above) resulting from the payment of such redemption price.
CERTAIN DEFINITIONS
"Consolidated Net Tangible Assets" means the total assets of Tupperware and
its consolidated subsidiaries as shown on or reflected in its balance sheet
less (a) all current liabilities (excluding Funded Debt), (b) advances to
entities accounted for on the equity method of accounting and (c) intangible
assets. "Intangible assets" means the aggregate value (net of any applicable
reserves), as shown on or reflected in such balance sheet, of: (i) all trade
names, trademarks, licenses, patents, copyrights and goodwill; (ii)
organizational and development costs; (iii) deferred charges (other than
prepaid items such as insurance, taxes, interest, commissions, rents and
similar items and tangible assets being amortized); and (iv) unamortized debt
discount and expense, less unamortized premium. (Section 1.1).
"Exempted Indebtedness" means the sum of (i) the aggregate outstanding
indebtedness of Tupperware and its Restricted Subsidiaries incurred after the
date of the Indenture and secured by liens relating to Principal Property
(other than liens excluded from Exempted Indebtedness as described under
"Certain Covenants--Restrictions on Secured Debt") and (ii) the aggregate
discounted value of the obligations of Tupperware or any Restricted Subsidiary
for rental payments in respect to sale and leaseback transactions relating to
Principal Property (other than sale and leaseback transactions excluded from
Exempted Indebtedness as described under "Certain Covenants--Limitation on
Sales and Leaseback Transactions"). (Section 1.1).
"Funded Debt" means (i) all indebtedness for money borrowed having a maturity
of more than 12 months from the date as of which the determination is made or
having a maturity of 12 months or less but by its terms being renewable or
extendible beyond 12 months from such date at the option of the borrower and
(ii) rental obligations payable more than 12 months from such date under leases
which are capitalized in accordance with generally accepted accounting
principles (such rental obligations to be included as Funded Debt at the amount
so capitalized at the date of such computation and to be included for the
purposes of the definition of Consolidated Net Tangible Assets both as an asset
and as Funded Debt at the respective amounts so capitalized). (Section 1.1).
"Principal Property" means any manufacturing facility having a gross book
value (without deduction of any depreciation reserves) in excess of 1% of
Consolidated Net Tangible Assets at the time of determination thereof and owned
by Tupperware or any Restricted Subsidiary and located within United States of
America other than any such facility or portion thereof which the Board of
Directors of Tupperware reasonably determines is not material to the business
conducted by Tupperware and its Subsidiaries as a whole. (Section 1.1).
"Restricted Subsidiary" means any Subsidiary (i) substantially all of the
property of which is located, and substantially all of the business of which is
carried on, within the United States of America and (ii) which owns or operates
one or more Principal Properties; provided, however, Restricted Subsidiary does
not include a
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Subsidiary which is primarily engaged in business as a finance or insurance
company and branches thereof or a Subsidiary which acts exclusively as a
holding company for a Subsidiary which is primarily engaged in business as a
finance or insurance company. (Section 1.1).
"Subsidiary" means each corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by Tupperware or one or more
Subsidiaries, or by the Company and one or more other Subsidiaries. (Section
1.1).
CERTAIN COVENANTS
Restrictions on Secured Debt. Tupperware will not itself, and will not permit
any Restricted Subsidiary to, incur, issue, assume or guarantee any evidence of
indebtedness for money borrowed ("Debt") secured after the date of Indenture by
a mortgage, pledge or lien ("Mortgage") on any Principal Property of Tupperware
or any Restricted Subsidiary, or on any shares of stock of or Debt of any
Restricted Subsidiary, without effectively providing that the Debt Securities
are secured equally and ratably with (or, at Tupperware's option, prior to)
such secured Debt, unless, after giving effect thereto, Exempted Indebtedness
would not exceed 10% of Consolidated Net Tangible Assets.
The above restriction does not apply to, and there will be excluded from
Exempted Indebtedness in any computation under such restriction, (i) Debt
secured by Mortgages on property of, or on any shares of stock of or Debt of,
any corporation existing at the time such corporation becomes a Restricted
Subsidiary, (ii) Debt secured by Mortgages in favor of Tupperware or a
Restricted Subsidiary, (iii) Debt secured by Mortgages in favor of governmental
bodies to secure progress or advance payments or payments pursuant to contracts
or statute, (iv) Debt secured by Mortgages on property, shares of stock or Debt
existing at the time of acquisition thereof (including acquisition through
merger or consolidation) and Debt secured by Mortgages to finance the
acquisition of property, shares of stock or Debt or to finance construction on
property which is incurred within 180 days of such acquisition or completion of
construction, (v) Debt secured by Mortgages securing industrial revenue or
pollution control bonds, or (vi) any extension, renewal or replacement of any
Mortgage referred to in the foregoing clauses (i) through (v) inclusive;
provided, however, that such extension, renewal or replacement Mortgage shall
be limited to all or part of the same property, shares of stock or Debt that
secured the Mortgage extended, renewed or replaced (plus improvements on such
property) and such extension, renewal or replacement shall not be for an amount
which is greater than the Mortgage extended, renewed or replaced. (Section
3.5).
Limitation on Sales and Leaseback Transactions. Neither Tupperware nor any
Restricted Subsidiary may enter into any sale and leaseback transaction
involving any Principal Property, unless, after giving effect thereto, Exempted
Indebtedness would not exceed 10% of Consolidated Net Tangible Assets.
This restriction does not apply to, and there shall be excluded from Exempted
Indebtedness in any computation under such restriction, any sale and leaseback
transaction if (i) the lease is for a period of not in excess of three years,
including renewal rights, (ii) the sale or transfer of the Principal Property
is made within 180 days after the later of its acquisition or completion of
construction, (iii) the lease secures or relates to industrial revenue or
pollution control bonds, (iv) the transaction is between Tupperware and a
Restricted Subsidiary or between Restricted Subsidiaries, or (v) Tupperware or
such Restricted Subsidiary, within 180 days after the sale or transfer is
completed, applies (A) to the retirement of the Debt Securities, other Funded
Debt of the Company or Tupperware ranking on a parity with or senior to the
Debt Securities, or Funded Debt of a Restricted Subsidiary, or (B) to the
purchase of other property which will constitute a Principal Property having a
fair market value, in the good faith opinion of the Board of Directors of
Tupperware, at least equal to the fair market value of the Principal Property
leased, an amount equal to the greater of (i) the net proceeds of the sale of
the Principal Property leased, or (ii) the fair market value (in the good faith
opinion of the Board of Directors of Tupperware) of the Principal Property
leased. In lieu of applying proceeds to the retirement of Funded Debt,
Tupperware may surrender debentures or notes (including the Debt Securities) to
the trustee for retirement and cancellation, or the Company or a Restricted
Subsidiary may receive credit for the principal amount of Funded Debt
voluntarily retired within 180 days after such sale. (Section 3.6).
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CONSOLIDATION, MERGER AND SALE OF ASSETS
Tupperware covenants that it will not merge or consolidate or sell or convey
all or substantially all of its assets unless the successor corporation is
Tupperware or is a corporation organized under the laws of the United States or
any State thereof which assumes Tupperware's obligations on the Guarantees and
under the Indenture, and after giving effect to such transaction, Tupperware or
the successor corporation would not be in default under the Indenture. (Section
9.1).
EVENTS OF DEFAULT
An Event of Default with respect of any series of Debt Securities is defined
in the Indenture as being (a) default by the Company for 30 days in the payment
of any installment of interest on the Debt Securities of such series; (b)
default by the Company in the payment of any principal on the Debt Securities
of such series; (c) default by the Company in the payment of any sinking fund
installment with respect to Debt Securities of such series; (d) default by the
Company or Tupperware in the performance of any of the covenants or warranties
in the Indenture contained therein in respect of the Debt Securities of such
series which shall not have been remedied within a period of 90 days after
receipt of written notice by the Company and Tupperware from the Trustee or by
the Company and the Trustee from the holders of not less than 25% in principal
amount of the outstanding Debt Securities of such series; (e) certain events of
bankruptcy, insolvency or reorganization of the Company or Tupperware; affected
thereby or (f) any other Event of Default established in accordance with the
Indenture with respect to such series of Debt Securities. (Section 5.1).
If an Event of Default with respect to Debt Securities of any series at the
time outstanding occurs and is continuing, either the Trustee or the Holders of
at least 25% in principal amount of the outstanding Debt Securities of the
series may declare the principal of the Debt Securities of such series (or if
the Debt Securities of that series are Original Issue Discount Securities, such
portion of the principal as may be specified by the terms of that series) to be
due and payable immediately. Upon certain conditions specified in the
Indenture, such declaration (including a declaration caused by a default in the
payment of principal or interest, the payment for which has subsequently been
provided) may be annulled by the holders of a majority in principal amount of
the Debt Securities of such series then outstanding (each such series treated
as a separate class). In addition, past defaults may be waived by the holders
of a majority in principal amount of the Debt Securities of the series then
outstanding affected thereby (each such series treated as a separate class),
except a default in respect of a covenant or provision of the Indenture which
cannot be modified or amended without the consent of the holder of each Debt
Security so affected. (Sections 5.1 and 5.10).
The Indenture contains a provision entitling the Trustee, subject to the duty
of the Trustee during default to act with the required standard of care, to be
indemnified by the holders of Debt Securities before proceeding to exercise any
right or power under the Indenture at the request of the holders of such Debt
Securities. (Section 6.2). The Indenture also provides that the holders of a
majority in principal amount of the outstanding Debt Securities of each series
affected (each series treated as a separate class) may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee, with respect to the
Debt Securities of such series. (Section 5.9).
The Indenture contains a covenant that the Company and Tupperware will each
file annually with the Trustee a certificate as to the absence of any default
or specifying any default that exists. (Section 4.3).
DEFEASANCE AND DISCHARGE, COVENANT DEFEASANCE
The Company and Tupperware may elect, at their option at any time, to effect
a defeasance and discharge (a "Defeasance") or a covenant defeasance (a
"Covenant Defeasance") in respect of the Debt Securities and, unless otherwise
specified in a Prospectus Supplement relating to particular Offered Debt
Securities, any series of Debt Securities.
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Upon the Company's or Tupperware's exercise of its respective option to
effect a Defeasance in respect of the Debt Securities or any series thereof,
the Company and Tupperware will be deemed to have been discharged from their
respective obligations with respect to such Debt Securities on and after the
date the conditions to Defeasance described below are satisfied. For purposes
of the Indenture, Defeasance means the Company will be deemed to have paid and
discharged the entire indebtedness represented by such Debt Securities and
that the Company and Tupperware will be deemed to have satisfied all of their
other respective obligations under or with respect to such Debt Securities and
under the Indenture, except for the following: (i) the rights of Holders of
such Debt Securities to receive, solely from the trust fund described in the
Indenture, payments in respect of principal of, and any premium and interest
on, such Debt Securities when due; (ii) certain obligations of the Company and
Tupperware under the Indenture with respect to temporary securities;
registration, registration of transfer and exchange; mutilated, destroyed,
lost or stolen securities; maintenance of an office or agency; and money held
in trust for the benefit of Holders of such Debt Securities; (iii) the rights,
powers, trusts, duties and immunities of the Trustee; and (iv) the foregoing
provisions. (Section 10.2).
Upon the exercise by the Company or Tupperware of its option to effect a
Covenant Defeasance with respect to any Debt Securities or any series thereof,
(i) the Company and Tupperware will be released from their respective
obligations with respect to restrictions on secured debt, limitations on sales
and leaseback transactions and maintenance of properties, as well as any
additional covenants specified in the terms of such series of Debt Securities
or any supplemental indenture related thereto, and (ii) the occurrence of
certain events of default related to the foregoing covenants will be deemed
not to be or result in an Event of Default, in each case with respect to such
Debt Securities after the date that the conditions to Covenant Defeasance
described below are satisfied. (Section 10.3).
The conditions that the Company and Tupperware must satisfy in order to
effect a Defeasance or a Covenant Defeasance in respect of the Debt Securities
or any series thereof are as follows: (i) the Company or Tupperware will
irrevocably deposit or cause to be deposited with the trustee as trust funds,
for the purpose of making payments when due under the Indenture, money or U.S.
Government Obligations or a combination thereof, in an amount sufficient to
pay and discharge the principal of and any premium and interest on such Debt
Securities on the respective Stated Maturities in accordance with the terms of
such Debt Securities and the Indenture; (ii) delivery by the Company or
Tupperware of an Opinion of Counsel regarding the tax effects of such action
on the Holders of Debt Securities; (iii) delivery by the Company of an
Officer's Certificate to the effect that no listed Debt Securities, if then
listed or any securities exchange, will be delisted; (iv) no Event of Default
shall have occurred and be continuing at the time of the deposit or, regarding
bankruptcy-related events, at any time on or prior to the 90th day after such
deposit; (v) such Defeasance or Covenant Defeasance will not cause the trustee
to have a conflicting interest under the Trust Indenture Act; (vi) such
Defeasance or Covenant Defeasance will not result in a breach of or default
under any other agreement to which the Company or Tupperware is a party or by
which it is bound; (vii) such Defeasance or Covenant Defeasance will not
result in the trust arising from such deposit constituting an investment
company within the meaning of the Investment Company Act unless the trust is
registered or exempted thereunder; and (viii) delivery by the Company and
Tupperware to the Trustee of any Officer's Certificate and Opinion of Counsel,
each stating that all conditions precedent with respect to such Defeasance or
Covenant Defeasance have been complied with. (Section 10.4).
MODIFICATION OF THE INDENTURE AND WAIVER
The Indenture contains provisions permitting the Company, Tupperware and the
Trustee, with the consent of the holders of more than 50% of the principal
amount of the Debt Securities of all series then outstanding affected by such
supplemental indenture (treated as one class), to execute supplemental
indentures adding any provisions to or changing or eliminating any of the
provisions of the Indenture or modifying the rights of the holders of Debt
Securities of each such series, except that no such supplemental indenture
may, among other things, (i) extend the final maturity of any Debt Securities,
or reduce the rate or extend the time of payment of interest thereon, or
reduce the principal amount thereof, or reduce any amount payable upon any
redemption
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thereof without the consent of the holder of each Debt Security so affected,
(ii) reduce the aforesaid percentage of Debt Securities, the consent of the
holders of which is required for any such supplemental indenture, or (iii)
change the substantive provisions of the Guarantees without the consent of the
holders of all outstanding Debt Securities. (Section 8.2).
RESIGNATION AND REMOVAL OF TRUSTEE
The trustee with respect to a series of Debt Securities may at any time
resign by giving notice thereof to the Company, Tupperware and to the Holders
of such Debt Securities. Upon receipt of such notice, the Company and
Tupperware will promptly appoint a successor trustee meeting the
qualifications specified in the Indenture. If no successor trustee shall have
been so appointed within thirty days after mailing of such notice of
resignation, the resigning trustee or any person who shall have been the
Holder of any of such Debt Securities for at least six months may petition a
court of competent jurisdiction for the appointment of a successor trustee.
(Section 6.10).
If at any time the trustee with respect to a series of Debt Securities shall
(i) fail to eliminate a conflicting interest or resign after a written request
to do so by the Company, Tupperware or any person who shall have been the
holder of any of such Debt Securities for at least six months; (ii) cease to
be eligible to act as trustee and fail to resign after a written request to do
so by the Company, Tupperware or any holder of Debt Securities; or (iii)
become incapable of acting as trustee with respect to such Debt Securities or
be adjudged bankrupt or insolvent, then in any such case, the Company or
Tupperware may remove such trustee and appoint a successor trustee, or any
person who shall have been the holder of any of such Debt Securities for at
least six months may petition a court of competent jurisdiction for the
removal of such trustee and the appointment of a successor trustee. (Section
6.10).
The holders of a majority in aggregate principal amount of the Debt
Securities of any series may at any time remove the trustee with respect to
such Debt Securities and appoint a successor trustee with respect to such Debt
Securities. (Section 6.10).
GOVERNING LAW
The Indenture, the Debt Securities and the Guarantees are governed by and
construed in accordance with the laws of the State of New York. Under New York
law, claims for payment of principal, premium, if any, and interest will be
barred by the statute of limitations six years after such amounts become due
and payable. (Section 11.8).
NETHERLANDS TAXATION
Payments of principal and interest or any other payment by the Company with
respect to the Debt Securities or the Warrants can be made free of withholding
or deduction, for or on account of any taxes of whatsoever nature imposed,
levied, withheld, or assessed by The Netherlands or any political subdivision
or taxing authority thereof or therein, provided that the holder of a Debt
Security or Warrant is not in any way related to the Company. In this respect,
the holder of a Debt Security or Warrant is considered as related to the
Company when such holder owns, directly or indirectly, an interest or a deemed
interest in the share capital and/or profits of the Company, or when a person
owns, directly or indirectly, an interest in the share capital and/or profits
of both such holder and the Company.
A holder of a Debt Security or Warrant will not be subject to Netherlands
taxes on income or capital gains in respect of any payment under the Debt
Securities or the Warrants or in respect of any gains realized on the disposal
of the Debt Securities or the Warrants, provided that: (i) such holder is not
- - for Dutch tax purposes - a resident or a deemed resident of The Netherlands;
and (ii) such holder does not have an enterprise or an interest in an
enterprise which in its entirety or in part is carried on through a permanent
establishment or a permanent representative in The Netherlands and to which
enterprise or to which part of an enterprise the Debt Securities
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or Warrants are attributable; and (iii) such holder does not carry out and has
not carried out employment activities in The Netherlands connected with the
holding of the Debt Securities or Warrants; and (iv) such holder does not have,
directly or indirectly, a substantial interest or a deemed substantial interest
as defined in the Income Tax Code of The Netherlands in the share capital of
the Company or, in the event that he does have such an interest, it forms part
of the assets of an enterprise carried out by him or for his account.
A holder of a Debt Security or Warrant will not be subject to Netherlands net
wealth tax in respect of such Debt Security or Warrant, provided that such
holder is not an individual or, if he is an individual, provided that the
conditions in (i) and (ii) in the previous paragraph are met.
No gift, estate or inheritance taxes will arise in The Netherlands on the
transfer of a Debt Security or Warrant by way of gift by, or on the death of, a
person who is neither a resident nor a deemed resident of The Netherlands,
provided that: (i) such transfer is not construed as a gift made by or on
behalf of a person who is a resident or a deemed resident of The Netherlands;
and (ii) such Debt Security or Warrant is not attributable to an enterprise
which in its entirety or in part is carried on through a permanent
establishment or a permanent representative in The Netherlands and which
enterprise was owned by the donor or deceased or in which enterprise the donor
or the deceased owned an interest.
No Netherlands registration tax, custom duty, capital duty, stamp duty or any
other similar tax or duty other than court fees is payable in The Netherlands
in respect of or in connection with the execution, delivery and enforcement by
legal proceedings (including the enforcement of any foreign judgment by the
Courts of The Netherlands) of the Debt Securities or Warrants or the
performance of the Company's obligations under the Debt Securities or the
Warrants.
No Netherlands turnover tax (value added tax) shall be due by the Company or
a holder of a Debt Security or Warrant in respect of the execution and delivery
of the Debt Securities or the Warrants, the payment of interest or the payment
of principal to the holders of the Debt Securities or Warrants.
PLAN OF DISTRIBUTION
The Company and Tupperware may sell the Securities in four ways: (i) directly
to purchasers, (ii) through agents, (iii) to or through underwriters and (iv)
to dealers.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Securities, underwriters or agents may receive
compensation from the Company, from Tupperware or from purchasers of Securities
for whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters may sell the Securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers from
whom they may act as agents. Any underwriters or agents participating in the
distribution of Securities may be deemed to be underwriters, and any discounts
or commissions received by them from the Company or Tupperware and any profit
on the resale of Securities may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933, as amended (the "Securities
Act").
Offers to purchase Securities may be solicited directly by the Company or
Tupperware and sales thereof may be made by the Company or Tupperware directly
to institutional investors or others. The terms of any such sales will be set
forth in the accompanying Prospectus Supplement.
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Offers to purchase Securities may be solicited by agents designated by the
Company or Tupperware from time to time. Any such agent, who may be deemed to
be an underwriter as that term is defined in the Securities Act, involved in
the offer or sale of the Securities in respect of which this Prospectus is
delivered will be named, and any commissions payable by the Company or
Tupperware to such agent will be set forth, in the accompanying Prospectus
Supplement. Unless otherwise indicated in the accompanying Prospectus
Supplement, any such agent will be acting on a reasonable efforts basis for the
period of its appointment. Agents may be entitled under agreements which may be
entered into with the Company and/or Tupperware to indemnification by the
Company and/or Tupperware against certain civil liabilities, including
liabilities under the Securities Act, and may be customers of, engage in
transactions with or perform services for the Company or Tupperware in the
ordinary course of business.
If any underwriters are utilized in the sale of the Securities in respect of
which this Prospectus is delivered, the Company and/or Tupperware will enter
into an underwriting agreement with such underwriters at the time of sale to
them and the names of the specific managing underwriter or underwriters, as
well as any other underwriters and the terms of the transaction will be set
forth in the accompanying Prospectus Supplement, which will be used by the
underwriters to make resales of the Securities in respect of which this
Prospectus is delivered to the public. The underwriters may be entitled, under
the relevant underwriting agreement, to indemnification by the Company and/or
Tupperware against certain liabilities, including liabilities under the
Securities Act, and may be customers of, engage in transactions with, or
perform services for, the Company and/or Tupperware in the ordinary course of
business.
If a dealer is utilized in the sale of the Securities in respect of which
this Prospectus is delivered, the Company or Tupperware will sell such
Securities to the dealer, as principal. The dealer may then resell such
Securities to the public at varying prices to be determined by such dealer at
the time of resale. Dealers may be entitled to indemnification by the Company
and/or Tupperware against certain liabilities, including liabilities under the
Securities Act, and may be customers of, engaged in transactions with, or
perform services of, the Company or Tupperware in the ordinary course of
business.
Securities may also be offered or sold, if so indicated in the accompanying
Prospectus Supplement, in connection with a remarketing upon their purchase, in
accordance with their terms, by one or more firms ("remarketing firms"), acting
as principals for their own accounts or as agents for the Company or
Tupperware. Any remarketing firm will be identified and the terms of its
agreement, if any, with the Company and/or Tupperware and its compensation will
be described in the accompanying Prospectus Supplement. Remarketing firms may
be entitled under agreements which may be entered into with the Company and/or
Tupperware to indemnification by the Company and/or Tupperware against certain
civil liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with, or perform services for, the Company
or Tupperware in the ordinary course of business.
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If so indicated in the accompanying Prospectus Supplement, the Company or
Tupperware will authorize agents and underwriters or dealers to solicit offers
by certain purchasers to purchase Securities from the Company or Tupperware at
the public offering price set forth in the accompanying Prospectus Supplement
pursuant to delayed delivery contracts providing for payments and delivery on a
specified date in the future. Such contracts will be subject to only those
conditions set forth in the accompanying Prospectus Supplement, and the
accompanying Prospectus Supplement will set forth the commission payable for
solicitation of such offers. The obligations of any purchaser under any such
contract will be subject to the condition that the purchase of such Securities
shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject. The underwriters and such
other agents will not have any responsibility in respect of the validity or
performance of such contracts.
Any underwriters, agents or dealers utilized in the sale of Securities will
not confirm sales to accounts over which they exercise discretionary authority.
LEGAL MATTERS
The validity of the Securities and the Guarantees will be passed upon for
Tupperware by Thomas M. Roehlk, Esq., the Senior Vice President, General
Counsel and Secretary of Tupperware, and Sidley & Austin, counsel to
Tupperware, for the Company by Baker & McKenzie and for any underwriters,
dealers or agents by Mayer, Brown & Platt. As of September 16, 1996, Mr. Roehlk
beneficially owned 35,882 shares of Common Stock of Tupperware, including
22,581 shares over which he has the right to acquire beneficial ownership
through the exercise of stock options granted under the incentive plan of
Tupperware.
EXPERTS
The consolidated financial statements as of December 30, 1995 and December
31, 1994 and for each of the three years in the period ended December 30, 1995,
incorporated in this Prospectus by reference to the Form 10/A4 of Tupperware
Corporation dated May 21, 1996, have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given upon the
authority of said firm as experts in auditing and accounting.
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