Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
Tupperware Corporation
(Exact name of Issuer as specified in its charter)
Delaware 36-4062333
(State or other jurisdiction of (I.R.S.
incorporation or organization) Employer Identification No.)
P.O. Box 2353
Orlando, Florida 32802
(Address of principal executive offices) (Zip code)
TUPPERWARE CORPORATION DIRECTOR STOCK PLAN
(Full title of the plan)
THOMAS M. ROEHLK, Esq.
Senior Vice President, General Counsel
and Secretary
Tupperware Corporation
14901 South Orange Blossom Trail
Orlando, Florida 32837
(Name and address of agent for service)
(407) 826-5050
(Telephone number, including area code, of agent for service)
_______________
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the Registration Statement becomes effective.
<PAGE>
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
Common Stock,
par value $.01
per share(1)... 300,000 (2) $44.375 (3) $13,312,500 $4,591
(1) This Registration Statement also pertains to Rights to purchase
shares of Series A Junior Participating Preferred Stock of the
Registrant (the "Rights"). Until the occurrence of certain
prescribed events the Rights are not exercisable, are evidenced by
the certificates for shares of the Common Stock and will be
transferred along with and only with such certificates. Thereafter,
separate Rights certificates will be issued representing one Right
for each share of Common Stock held subject to adjustment pursuant
to anti-dilution provisions.
(2) Shares available for future options or stock appreciation rights,
plus such additional number of shares as may be issuable by reason
of the anti-dilution provisions of the Tupperware Corporation
Director Stock Plan (the "Plan").
(3) Estimated solely for purposes of calculating the Registration Fee
and computed pursuant to Rule 457(h) under the Securities Act of
1933, based on the average of the high and low prices in the "when
issued" market for the Registrant's Common Stock on the New York
Stock Exchange on May 24, 1996.<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have heretofore been
filed by Tupperware Corporation (the "Registrant") (File No.
1-11657 with the Securities and Exchange Commission (the
"Commission")) pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated by reference
herein and shall be deemed to be a part hereof:
The Registration Statement on Form 10 filed by
the Registrant with the Commission pursuant to
Section 12(b) of the 1934 Act on March 4, 1996, as
amended on April 16, 1996, April 26, 1996, May 1,
1996 and May 21, 1996 (the "Form 10"), which Form 10
contains a description of the Common Stock and the
Rights of the Registrant.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock which may be issued
pursuant to the Plan has been passed upon by Thomas M. Roehlk,
Senior Vice President, General Counsel and Secretary of the
Registrant. Mr. Roehlk has been granted options to acquire
15,000 shares, of Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law
(the "Delaware Law") permits indemnification of the directors,
officers, employees and agents of the Registrant involved in a
civil or criminal action, suit or proceeding, including, under
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certain circumstances, suits by or in the right of the
Registrant, for any expenses, including attorney's fees, and
(except in the case of suits by or in the right of the
Registrant), any liabilities which they may have incurred in
consequences of such action, suit or proceeding under condi-
tions stated in said Section.
Article X ("Article X") of the Registrant's Amended
and Restated Certificate of Incorporation (the "Certificate of
Incorporation") shall limit the personal liability of the
Registrant's directors to the Registrant or it stockholders for
monetary damages for breach of fiduciary duty. In addition,
Section 6.7 ("Section 6.7") of the Registrant's Amended and
Restated By-laws (the "By-laws") defines and clarifies the
rights of certain individuals, including the Registrant's
directors and officers, to indemnification by the Registrant
against personal liability or expenses incurred by them as a
result of certain litigation against them.
Set forth below is a description of Article X and
Section 6.7. Such descriptions are intended as summaries only
and are qualified in their entirety by reference to the
Certificate of Incorporation and the By-laws; respectively,
included as Exhibits 4.1 and 4.2 to this Registration
Statement.
Article X protects the directors against personal
liability for breaches of the duty of care. Such Article
absolves directors of liability for negligence in the per-
formance of their duties, including gross negligence.
Directors remain liable for breaches of the duty of loyalty to
the Registrant and its stockholders as well as for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law and transactions from
which a director derived improper personal benefit. In addi-
tion, Article X does not absolve directors of liability for
unlawful dividends or stock repurchases or redemptions. Also,
there may be certain liabilities, such as those under the
Federal securities laws or other state or federal laws, which a
court may hold are unaffected by Article X.
Although Article X provides directors with protection
against personal liability for monetary damages for breaches of
the duty of care, it does not eliminate the directors' duty of
care. Accordingly, Article X would have no effect on the
availability of equitable remedies such as an injunction to
prevent a proposed action or rescission of a contract based
upon a director's breach of the duty of care. Although both
directors and officers of the Registrant are covered by indem-
nification provisions under Section 6.7 (see below), Article X
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limits liability only with respect to a person acting in the
capacity of a director.
Section 6.7 provides that each person who was or is
made a party to, or is involved in any action, suit or proceed-
ing by reason of the fact that he or she is or was a director,
officer or employee of the Registrant (or was serving at the
request of the Registrant as a director, officer, employee or
agent of another entity, including service with respect to
employee benefit plans maintained or sponsored by the
Registrant) will be indemnified and held harmless by the
Registrant, to the fullest extent authorized by the Delaware
Law, as currently in effect (or, to the extent indemnification
is broadened, as it may be amended) against all expense,
liability or loss (including, without limitation, attorneys'
fees, judgments, fines, excise taxes or penalties in connection
with the Employee Retirement Income Security Act of 1974, as
amended, and amounts to be paid in settlement) reasonably
incurred by such person in connection therewith. Section 6.7
provides that the rights conferred therein are contract rights
and include the right to be paid by the Registrant for the
expenses incurred in defending any such proceedings, in advance
of their final disposition, except that, if the Delaware Law so
requires, such payment will only be made upon delivery to the
Registrant by the indemnified party of an undertaking to repay
all amounts so advanced if it is ultimately determined that the
person receiving such payments is not entitled to be indem-
nified as authorized by the Delaware Law. Section 6.7 provides
that the Registrant may, by action of its Board of Directors,
provide indemnification to its agents with the same scope and
effect as the foregoing indemnification of directors, officers
and employees.
Section 6.7 provides that persons indemnified there-
under may bring suit against the Registrant to recover unpaid
amounts claimed thereunder, and that if such suit is success-
ful, the expense of bringing such a suit will be reimbursed by
the Registrant. Section 6.7 further provides that while it is
a defense to such a suit that the person claiming indemnifica-
tion has not met the applicable standards of conduct making
indemnification permissible under the Delaware Law, the burden
of proving the defense will be on the Registrant and neither
the failure of the Registrant's Board to have made a deter-
mination that indemnification is proper, nor an actual determi-
nation that the claimant has not met the applicable standard of
conduct, will be a defense to the action or create a presump-
tion that the claimant has not met the applicable standard of
conduct.
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Section 6.7 provides that the rights to indemnifica-
tion and the payment of expenses incurred in defending a pro-
ceeding in advance of its final disposition conferred therein
will not be exclusive of any other right which any person may
have or acquire under any statute, provision of the Certificate
of Incorporation or the By-laws, or otherwise. Section 6.7
also provides that the Registrant may maintain insurance, at
its expense, to protect itself and any of its directors, offic-
ers, employees or agents against any expense, liability or
loss, whether or not the Registrant would have the power to
indemnify such person against such expense, liability or loss
under the Delaware Law.
Item 8. Exhibits.
Exhibit
No. Description
4.1 Form of Tupperware Corporation Director Stock Plan
(filed as Exhibit 10.2 to Registrant's Form 10, File
No. 1-11657, dated March 4, 1996, as amended
April 16, 1996, April 26, 1996, May 1, 1996 and
May 21, 1996 (the "Form 10")).*
4.2 Form of Stock Option Agreement
4.3 Form of Amended and Restated Certificate of
Incorporation of Tupperware Corporation (filed as
Exhibit 3.1 to Registrant's Form 10).*
4.4 Form of Amended and Restated By-laws of Tupperware
Corporation (filed as Exhibit 3.2 to Registrant's
Form 10).*
4.5 Form of Rights Agreement, by and between the
Registrant and the rights agent named therein (filed
as Exhibit 4 to Registrant's Form 10).*
5 Opinion and consent of Thomas M. Roehlk, Esq.
23 Consent of Independent Accountants
24 Powers of Attorney
_____________________
* Incorporated herein by reference.
-6-<PAGE>
Item 9. Undertakings.
(A) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in this Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any mate-
rial change to such information in this Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(ii)
above do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any lia-
bility under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration state-
ment relating to the securities offered therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(B) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where
applicable,
-7-<PAGE>
each filing of an employee benefits plan's annual report pur-
suant to Section 15(d) of the Exchange Act) that is incorpo-
rated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the secu-
rities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(C) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or control-
ling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudica-
tion of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly autho-
rized, in the City of Deerfield, State of Illinois, on May 31,
1996.
TUPPERWARE CORPORATION
By:/s/ Warren L. Batts*
Name: Warren L. Batts
Title: Chairman of the Board
of Directors and
Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the fol-
lowing persons in the capacities and on the date indicated.
Signature Position
/s/ Warren L. Batts* Chairman of the Board
Warren L. Batts of Directors,
Chief Executive Officer and
Director
/s/ E.V. Goings* President, Chief Operating
E.V. Goings Officer and Director
/s/ Dr. Lloyd C. Elam* Director
Dr. Lloyd C. Elam
/s/ Clifford J. Grum* Director
Clifford J. Grum
/s/ Joseph E. Luecke* Director
Joseph E. Luecke
/s/ Thomas M. Roehlk Director
Thomas M. Roehlk
/s/ Paul B. Van Sickle* Senior Vice President, Finance
Paul B. Van Sickle and Operations (Principal
Financial Accounting Officer)
*By: /s/ Thomas M. Roehlk
THOMAS M. ROEHLK
Attorney-in-fact
May 31, 1996
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Exhibit Index
Exhibit No. Description Page
4.1 Form of Tupperware Corporation
Director Stock Plan (filed as
Exhibit 10.2 to Registrant's
Form 10, File No. 1-11657, dated
March 4, 1996, as amended
April 16, 1996, April 26, 1996,
May 1, 1996 and May 21, 1996
(the "Form 10")).*
4.2 Form of Stock Option Agreement
4.3 Form of Amended and Restated
Certificate of Incorporation of
Tupperware Corporation (filed as
Exhibit 3.1 to Registrant's Form 10).*
4.4 Form of Amended and Restated By-laws
of Tupperware Corporation (filed as
Exhibit 3.2 to Registrant's Form 10).*
4.5 Form of Rights Agreement, by and
between the Registrant and the
rights agent named therein (filed as
Exhibit 4 to Registrant's Form 10).*
5 Opinion and consent of
Thomas M. Roehlk, Esq.
23 Consent of Independent Accountants
24 Powers of Attorney
_____________________
* Incorporated herein by reference.
-10-
EXHIBIT 4.2
FORM OF
DIRECTOR STOCK AGREEMENT
1. OPTION GRANT. Tupperware Corporation, a Delaware cor-
poration ("Tupperware"), pursuant to the Tupperware Corporation
Director Stock Plan (the "Plan"), a copy of which is attached,
hereby grants to the Director as of the Date of Grant an option
to purchase from Tupperware a number of shares of the common
stock of Tupperware, $0.01 par value ("Common Stock"), at the
Option Price, all as specifically indicated above. The Option
Term shall mean the period which begins on the Date of Grant
and ends on the date the Option Term Expires, as set forth
above. The option is exercisable in accordance with the terms
and conditions of this Agreement and the Plan. The Director
shall execute and return this Agreement to Tupperware. If
Tupperware determines that any agreement from the Director is
appropriate in order to comply with any listing, registration
or other legal requirement, the Director shall execute and
deliver such agreement to Tupperware. All determinations and
interpretations made by Tupperware in connection with any ques-
tion arising under this Agreement or the Plan shall be binding
and conclusive upon the Director or his or her legal represen-
tative.<PAGE>
2. EXERCISE PERIOD. This option shall become exercisable
as set forth above and shall continue to be exercisable, until
exercised, during the term which begins on the date the Exer-
cise Rights Begin and ends on the date the Option Term Expires.
Exceptions to this general rule shall apply in the event of
termination of membership on the Board of Directors of
Tupperware, death or a Change of Control, as provided in Sec-
tions 14, 15 and 16 of the Plan.
3. EXERCISE PROCEDURE. Options are exercised by deliver-
ing a written notice to Tupperware specifying the number of
shares to be purchased, and by including payment in full of the
Option Price for such shares. Tupperware shall make available
to the Director a form that may be used for this purpose. The
date of exercise shall be the date on which such notice and
payment is received by Tupperware.
4. PAYMENT OF THE OPTION PRICE. Payment of the
Option Price for the number of shares to be purchased shall be
made (i) in cash (including a check, bank draft, money order,
or wire transfer), (ii) by delivery to Tupperware of
previously-owned shares of Common Stock having a fair market
value at least equal to the Option Price for such shares, or
(iii) by any combination of cash and such Common Stock. For
this purpose, the "fair market value" of Common Stock shall be
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the closing price of a share of Common Stock on the Composite
Tape for New York Stock Exchange Listed Stocks on the day
before the date of exercise or, if there is no reported sale on
that day, on the last preceding date on which a reported sale
occurred.
5. DELIVERY OF CERTIFICATE(S). Upon any exercise of
this option, Tupperware shall deliver the certificate(s) repre-
senting the number of shares purchased. The certificate(s)
shall be registered in the name of the Director, or if the
Director so requests in writing at the time of exercise, joint-
ly in the name of the Director and another person with rights
of survivorship. If the Director dies, the certificate(s)
shall be registered in the name of the person entitled to exer-
cise this option in accordance with Section 15 of the Plan.
6. TRANSFERABILITY. In accordance with Section 10
of the Plan, the option may not be assigned, encumbered or
transferred. During the lifetime of the Director, the option
may be exercised only by the Director. If the Director dies,
the option may be transferred in accordance with Section 15 of
the Plan.
7. NOTICES. All notices hereunder to Tupperware
shall be delivered or mailed to the Corporate Secretary of
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Tupperware Corporation at its headquarters office. All notices
hereunder to the Director shall be delivered personally or
mailed to the Director's address indicated below, unless the
Director notifies Tupperware in writing of a change of address.
8. ASSUMPTION OF RISK. It is expressly understood
and agreed that the Director assumes all risks incident to any
change hereafter in applicable laws or regulations, or incident
to any change in the market value of the Common Stock after the
exercise of this option in whole or in part.
9. GENERAL. This Agreement has been entered into
pursuant to the Plan and is subject to all restrictions, terms
and provisions of the Plan, which are incorporated by reference
into this Agreement. In the event of any inconsistency between
any provision of the Plan and this Agreement, the terms of the
Plan shall control.
THE PARTIES CONFIRM THIS AGREEMENT EFFECTIVE AS OF
THE DATE OF GRANT AND HAVE EXECUTED IT ON ___________________
199_.
TUPPERWARE CORPORATION DIRECTOR
________________________________
THOMAS M. ROEHLK Signature
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND ________________________________
SECRETARY Street Address
________________________________
City State Zip Code
-4-
EXHIBIT 5
May 31, 1996
Tupperware Corporation
P.O. Box 2353
Orlando, Florida 32802
RE: Tupperware Corporation Registration
Statement on Form S-8 Relating to the Premark
International, Inc. Director Stock Plan
Dear Sirs:
Tupperware Corporation, a Delaware corporation (the "Company"),
proposes to file a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933 (the
"Act") in connection with a proposed sale to non-employee
directors of the Company of up to 300,000 shares of Common
Stock, par value $.01 per share, of the Company (the "Common
Stock") pursuant to the exercise of options which have been or
may be granted to such persons under the Company's Director
Stock Plan (the "Plan").
As counsel to the Company, I have examined such corporate pro-
ceedings and such other legal matters as I deemed relevant to
the authorization and issuance of the shares of Common Stock
covered by the Registration Statement. Based upon such exami-
nation, it is my opinion that the shares of Common Stock being
sold by the Company are legally authorized and, upon the issu-
ance and delivery thereof and the receipt by the Company of the
purchase price therefor as provided in the Plan, will be legal-
ly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement. In giving this consent, I do not
concede that I am an expert within the meaning of the Act or
the rules and regulations thereunder, or that this consent is
required by Section 7 of the Act.
Very truly yours,
/s/ Thomas M. Roehlk
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February
23, 1996, except as to Note 13, which is as of April 9, 1996,
appearing on page F-2 of Tupperware Corporation's Registration
Statement on Form 10/A4.
Price Waterhouse LLP
Chicago, Illinois
May 31, 1996
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned Director
of Tupperware Corporation, a Delaware corporation (the "Corpo-
ration"), hereby constitutes and appoints each of Thomas M.
Roehlk and Carol A. Vix, and his or her substitute, as his true
and lawful attorney and agent, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorney and agent may deem
necessary or advisable to enable the Corporation to comply with
the Securities Act of 1933, as amended, and any rules and regu-
lations and requirements of the Securities and Exchange Commis-
sion in respect thereof, in connection with the registration
under the Securities Act of 1933, as amended, of the common
stock, $.01 par value, of the Corporation on a Registration
Statement on Form S-8, and to any and all amendments, including
post-effective amendments, to the said Registration Statement,
relating to the Tupperware Corporation Director Stock Plan, as
the same may be amended from time to time, including specifi-
cally, but without limiting the generality of the foregoing,
the power and authority to sign the name of the undersigned in
his capacity as a Director of the Corporation, and to file the
same, or cause the same to be filed, together with exhibits,
supplements, appendices, instruments and other documents per-
taining thereto, with the Securities and Exchange Commission,
and hereby ratifying and confirming all that said attorneys and
agents, and each of them, and their or his or her substitute
or substitutes, may have done, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, The undersigned has hereunto set
his hand this 10th day of May, 1996.
Dr. Lloyd C. Elam
Clifford J. Grum
Joseph E. Luecke<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned Director
and Officer of Tupperware Corporation, a Delaware corporation
(the "Corporation"), hereby constitutes and appoints each of
Thomas M. Roehlk and Carol A. Vix, and his or her substitute,
as his true and lawful attorney and agent, in the name and on
behalf of the undersigned, to do any and all acts and things
and execute any and all instruments which the said attorney and
agent may deem necessary or advisable to enable the Corporation
to comply with the Securities Act of 1933, as amended, and any
rules and regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of
the common stock, $.01 par value, of the Corporation on a Reg-
istration Statement on Form S-8, and to any and all amendments,
including post-effective amendments, to the said Registration
Statement, relating to the Tupperware Corporation Director
Stock Plan, as the same may be amended from time to time,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign the name of the
undersigned in his capacity as a Director or Officer of the
Corporation, and to file the same, or cause the same to be
filed, together with exhibits, supplements, appendices, instru-
ments and other documents pertaining thereto, with the Securi-
ties and Exchange Commission, and hereby ratifying and confirm-
ing all that said attorneys and agents, and each of them, and
their or his or her substitute or substitutes, may have done,
may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, The undersigned has hereunto set his hand
this 10th day of May, 1996.
Warren L. Batts
E.V. Goings<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned Officer of
Tupperware Corporation, a Delaware corporation (the "Corpora-
tion"), hereby constitutes and appoints each of Thomas M.
Roehlk and Carol A. Vix, and his or her substitute, as his true
and lawful attorney and agent, in the name and on behalf of the
undersigned, to do any and all acts and things and execute any
and all instruments which the said attorney and agent may deem
necessary or advisable to enable the Corporation to comply with
the Securities Act of 1933, as amended, and any rules and regu-
lations and requirements of the Securities and Exchange Commis-
sion in respect thereof, in connection with the registration
under the Securities Act of 1933, as amended, of the common
stock, $.01 par value, of the Corporation on a Registration
Statement on Form S-8, and to any and all amendments, including
post-effective amendments, to the said Registration Statement,
relating to the Tupperware Corporation Director Stock Plan, as
the same may be amended from time to time, including specifi-
cally, but without limiting the generality of the foregoing,
the power and authority to sign the name of the undersigned in
his capacity as an Officer of the Corporation, and to file the
same, or cause the same to be filed, together with exhibits,
supplements, appendices, instruments and other documents per-
taining thereto, with the Securities and Exchange Commission,
and hereby ratifying and confirming all that said attorneys and
agents, and each of them, and their or his or her substitute
or substitutes, may have done, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, The undersigned has hereunto set his hand
this 10th day of May, 1996.
Paul B. Van Sickle
