<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 1996
REGISTRATION NO. 333-12125
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
----------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
TUPPERWARE CORPORATION TUPPERWARE FINANCE COMPANY B.V.
(EXACT NAME OF REGISTRANT AS (EXACT NAME OF REGISTRANT AS
SPECIFIED IN ITS CHARTER) SPECIFIED IN ITS CHARTER)
DELAWARE THE NETHERLANDS
(STATE OR OTHER JURISDICTION (STATE OR OTHER JURISDICTION
OF INCORPORATION OR ORGANIZATION) OF INCORPORATION OR ORGANIZATION)
36-40623333 NOT APPLICABLE
(I.R.S. EMPLOYER IDENTIFICATION (I.R.S. EMPLOYER IDENTIFICATION
NUMBER) NUMBER)
14901 S. ORANGE BLOSSOM TRAIL 14901 S. ORANGE BLOSSOM TRAIL
ORLANDO, FLORIDA 32837 ORLANDO, FLORIDA 32837
(407) 826-5050 (407) 826-5050
(ADDRESS, INCLUDING ZIP CODE, AND (ADDRESS, INCLUDING ZIP CODE, AND
TELE- TELE-
PHONE NUMBER, INCLUDING AREA CODE, PHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OF REGISTRANT'S PRINCIPAL EXECUTIVE
OFFICES) OFFICES)
THOMAS M. ROEHLK
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TUPPERWARE CORPORATION
P.O. BOX 2353
ORLANDO, FLORIDA 32802
(407) 826-5050
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
STEVEN SUTHERLAND JAMES J. JUNEWICZ
SIDLEY & AUSTIN MAYER, BROWN & PLATT
ONE FIRST NATIONAL PLAZA 190 SOUTH LASALLE STREET
CHICAGO, IL 60603 CHICAGO, IL 60603
(312) 853-7000 (312) 782-0600
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
<TABLE>
<S> <C>
1 Form of Underwriting Agreement.
2 Distribution Agreement by and among Premark International, Inc.,
Tupperware Corporation and Dart Industries Inc. (incorporated by reference
to Exhibit 2 to Tupperware's Registration Statement on Form 10 (No. 1-
11657) filed with the Commission on March 4, 1996).
4(a) Indenture dated as of , 1996, among the Company, Tupperware and
The First National Bank of Chicago, as Trustee.
4(b) Form of Debt Securities.
4(c) Form of Warrant Agreement, including form of Warrant Certificate.
5(a)* Opinion and Consent of Thomas M. Roehlk, Esq.
5(b)* Opinion and Consent of Baker & McKenzie.
12 Computation of Ratio of Earnings to Fixed Charges of Tupperware.
23(a) Consent of Price Waterhouse LLP.
23(b) Consent of Thomas M. Roehlk, Esq. (included in Exhibit 5(a)).
23(c) Consent of Baker & McKenzie (included in Exhibit 5(b)).
24 Powers of Attorney.
25 Statement of Eligibility of Trustee.
</TABLE>
- --------
*Filed herewith.
II-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE UNDERSIGNED
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3, AND HAS DULY CAUSED THIS
AMENDMENT NO. 1 TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF ORLANDO, STATE OF
FLORIDA, ON THIS 25TH DAY OF SEPTEMBER, 1996.
/s/ Warren L. Batts
Tupperware Corporation
By: _________________________________
Warren L. Batts
Chairman of the Board
and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS
IN THE CAPACITIES INDICATED ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Warren L. Batts Chairman of the Board and September 25, 1996
____________________________________ Chief Executive Officer
Warren L. Batts and Director (Principal
Executive Officer)
/s/ Paul B. Van Sickle Senior Vice President, September 25, 1996
____________________________________ Finance and Operations
Paul B. Van Sickle (Principal Financial and
Accounting Officer)
* Director September 25, 1996
____________________________________
William O. Bourke
* Director September 25, 1996
____________________________________
Ruth M. Davis, Ph.D.
* Director September 25, 1996
____________________________________
Lloyd C. Elam, M.D.
/s/ E. V. Goings Director September 25, 1996
____________________________________
E. V. Goings
* Director September 25, 1996
____________________________________
Clifford J. Grum
* Director September 25, 1996
____________________________________
Joe R. Lee
* Director September 25, 1996
____________________________________
Joseph E. Luecke
* Director September 25, 1996
____________________________________
Bob Marbut
* Director September 25, 1996
____________________________________
Robert M. Price
</TABLE>
/s/ Thomas M. Roehlk
*By: __________________________
Thomas M. Roehlk
Attorney-in-Fact
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE UNDERSIGNED
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3, AND HAS DULY CAUSED THIS
AMENDMENT NO. 1 TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF ORLANDO AND STATE OF
FLORIDA, ON THIS 25TH DAY OF SEPTEMBER, 1996.
Tupperware Finance Company B.V.
/s/ Mark H. Bobek
By: _________________________________
Mark H. Bobek
Managing Director
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS
IN THE CAPACITIES INDICATED ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Paul B. Van Sickle Managing Director (as September 25, 1996
____________________________________ Principal Executive and
Paul B. Van Sickle Accounting Officer)
/s/ Mark H. Bobek Managing Director (as September 25, 1996
____________________________________ Principal Financial
Mark H. Bobek Officer)
* Managing Director September 25, 1996
____________________________________
Thomas P. O'Neill, Jr.
* Managing Director September 25, 1996
____________________________________
Michael Poteshman
* Managing Director September 25, 1996
____________________________________
Robert J. Saltarelli
* Managing Director September 25, 1996
____________________________________
Christian Skroder
</TABLE>
/s/ Thomas M. Roehlk
*By: __________________________
Thomas M. Roehlk
Attorney-in-Fact
II-3
<PAGE>
EXHIBIT 5(a)
September 25, 1996
Tupperware Corporation
14901 S. Orange Blossom Trail
Orlando, Florida 32837
Re: $200,000,000 Principal Amount of Debt
Securities, Warrants to Purchase Debt
Securities and Guarantees of Debt Securities
--------------------------------------------
Gentlemen:
I am the Senior Vice President, General Counsel and Secretary of Tupperware
Corporation, a Delaware corporation ("Tupperware"). I refer to the Joint
Registration Statement (Registration No. 333-12125) on Form S-3 (the
"Registration Statement") filed by Tupperware and Tupperware Finance Company
B.V. (the "Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), relating to the registration of
$200,000,000 principal amount of the Company's debt securities (the "Debt
Securities") and warrants (the "Warrants") to purchase Debt Securities and the
guarantees (the "Guarantees") by Tupperware of the payment of the principal,
premium, if any, and interest of the Debt Securities. The Debt Securities are to
be issued under an Indenture (the "Indenture") among Tupperware, the Company and
The First National Bank of Chicago, as Trustee (the "Trustee").
I am familiar with the proceedings to date with respect to the proposed
issuance and sale of the Debt Securities and, except as indicated below, have
examined such records, documents and matters of law and satisfied myself as to
such matters of fact as I have considered relevant for the purposes of this
opinion.
Based on the foregoing, I am of the opinion that:
1. Tupperware is a corporation duly organized and existing under the laws
of the State of Delaware.
2. Tupperware has corporate power to execute and deliver the Indenture and
to authorize and endorse the Guarantees on the Debt Securities.
<PAGE>
Tupperware Corporation
September __, 1996
Page 2
3. The Guarantees will be legally issued and binding obligations of
Tupperware (except to the extent enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other
similar laws affecting the enforcement of creditors' rights or by the effect of
general principles of equity, regardless of whether enforceability is considered
in a proceeding in equity or at law) when (i) the Registration Statement, as
finally amended, shall have become effective under the Act and the Indenture
shall have been qualified under the Trust Indenture Act of 1939, as amended, and
duly executed and delivered by Tupperware, the Company and the Trustee; (ii) the
managing directors [or a duly authorized committee thereof] of the Company and
the Board of Directors or a duly authorized committee thereof of Tupperware
shall have duly adopted final resolutions authorizing the issuance and sale of
the Debt Securities and the execution and delivery of the Guarantees,
respectively, as contemplated by the Registration Statement and the Indenture;
and (iii) the Debt Securities and the Guarantees shall have been duly executed
and authenticated as provided in the Indenture and shall have been duly
delivered to the purchasers thereof against payment of the agreed consideration
therefor.
I am admitted to practice in the State of Illinois and am an Authorized
House Counsel in the State of Florida, and I express no opinion as to any laws
other than the federal laws of the United States, the laws of the State of
Illinois, the General Corporation Law of the State of Delaware and the General
Corporation Act of the State of Florida.
I do not find it necessary for the purposes of this opinion, and
accordingly I do not purport herein to cover, the application of the securities
or blue sky laws of the various states to the issuance and sale of the Debt
Securities or the execution and delivery of the Guarantees.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to me included in or made a part of
the Registration Statement.
Very truly yours,
Thomas M. Roehlk
<PAGE>
EXHIBIT 5(b)
[Baker & McKenzie letterhead]
September 25, 1996
Tupperware Corporation
14901 S. Orange Blossom Trail
Orlando, Florida 32837
Re: $200,000,000 Principal Amount of Debt
Securities, Warrants to Purchase Debt
Securities and Guarantees of Debt Securities
--------------------------------------------
Gentlemen:
We are counsel to Tupperware Finance Company B.V. (the "Company"). We refer
to the Joint Registration Statement (Registration No. 333-12125) on Form S-3
(the "Registration Statement") filed by Tupperware Corporation ("Tupperware")
and the Company with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), relating to the registration of
$200,000,000 principal amount of the Company's debt securities (the "Debt
Securities") and warrants (the "Warrants") to purchase Debt Securities and the
guarantees (the "Guarantees") by Tupperware of the payment of the principal,
premium, if any, and interest of the Debt Securities. The Debt Securities are to
be issued under an Indenture (the "Indenture") among Tupperware, the Company and
The First National Bank of Chicago, as Trustee (the "Trustee").
As such legal advisers we have examined originals or copies of:
a. the Articles of Association of the Company dated September 12, 1996;
b. The Board Resolution of the Company pertaining to the entering into of
the Indenture;
c. a copy of an official extract ("uitureksel") from the commercial
register of the Chamber of Commerce relating to the Company, confirmed
by telephone to be correct at the date hereof;
d. an executed copy of the Indenture.
Based on the foregoing, we are of the opinion that under the laws of The
Netherlands as at present in effect:
1. The Company is duly organized and existing under the laws of The
Netherlands.
2. The Company has the power to execute and deliver the Indenture and to
authorize and sell the Debt Securities and the Warrants.
<PAGE>
Tupperware Corporation
September __, 1996
Page 2
3. The Debt Securities will be legally issued and binding obligations of
the Company (except to the extent enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other
similar laws affecting the enforcement of creditors' rights or by the effect of
general principles of equity, regardless of whether enforceability is considered
in a proceeding in equity or at law) when (i) the Registration Statement, as
finally amended, shall have become effective under the Act and the Indenture
shall have been qualified under the Trust Indenture Act of 1939, as amended, and
duly executed and delivered by Tupperware, the Company and the Trustee; (ii) the
managing directors [or a duly authorized committee thereof] of the Company and
the Board of Directors or a duly authorized committee thereof of Tupperware
shall have duly adopted final resolutions authorizing the issuance and sale of
the Debt Securities and the execution and delivery of the Guarantees,
respectively, as contemplated by the Registration Statement and the Indenture;
and (iii) the Debt Securities and the Guarantees shall have been duly executed
and authenticated as provided in the Indenture and shall have been duly
delivered to the purchasers thereof against payment of the agreed consideration
therefor.
The foregoing opinion is given on the assumption that under the laws of
the State of New York by which the Indenture and the Debt Securities
shall be governed, the Debt Securities will be legally valid and
binding obligations of the Company (except as aforesaid) upon the
fulfilment of the conditions mentioned under (i), (ii) and (iii) above.
4. The Warrants will be legally issued and binding obligations of the
Company (except to the extent enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other
similar laws affecting the enforcement of creditors' rights or by the effect of
general principles of equity, regardless of whether enforceability is considered
in a proceeding in equity or at law) when (i) the Registration Statement, as
finally amended, shall have become effective under the Act; (ii) the managing
directors of the Company shall have duly adopted final resolutions authorizing
the issuance and sale of the Warrants and approving one or more warrant
agreements (each, a "Warrant Agreement") establishing the terms of such
Warrants; and (iii) the Warrants shall have been duly executed and authenticated
as provided in the Warrant Agreement and shall have been duly delivered to the
purchasers thereof against payment of the agreed consideration therefor.
The foregoing opinion is given on the assumption that under the laws of the
State of New York by which the Indenture and the Warrants shall be
governed the Warrants will be legally valid and binding obligations of the
Company (except as aforesaid) upon the fulfilment of the conditions
mentioned under (i), (ii) and (iii) above.
The opinion expressed above is subject to the following qualifications:
A. Specific performance may not always be granted by the courts of The
Netherlands; direct enforceability is normally only available in respect of
obligations regarding the making of payments.
B. All powers of attorney (including, but not limited to, powers of attorney
expressed to be irrevocable) terminate by operation of law and without
notice upon the bankruptcy ("faillissement") of the person issuing the
power of attorney (the "principal").
Powers of attorney which are expressed to be irrevocable are not capable of
being revoked insofar as they extend to the performance of legal acts
("rechtshandelingen") which are in the interest of the attorney appointed
under such power of attorney or a third party. However, at the request of
the principal, an heir or the trustee of such principal, the court may
amend or cancel an irrevocable power of attorney for important reasons.
Unless otherwise provided in any power of attorney (whether or not
expressed to be irrevocable) such power of attorney terminates by operation
of law upon the death of, the commencement of legal guardianship over or
the bankruptcy of the attorney appointed under such power of attorney or by
notice of termination given by such attorney.
C. The choice of the law of the State of New York as the law governing the
Debt Securities and the Warrants (together the "Documents") will generally
be recognized and applied by the courts of The Netherlands, provided,
however, that The Netherlands courts may give effect to the mandatory rules
of the laws of any country with which the case in question has a close
connection if and to the extent that pursuant to such mandatory rules the
laws of the latter country must be applied, regardless of the law governing
the Documents. When determining whether such mandatory rules must be
applied the nature and intent of such rules are taken into account as
well as the consequences which might ensue from the application or non-
application of such rules. The law that otherwise would govern the
Documents need not be applied by the Dutch Court if it is obvious that the
application thereof could not be reconciled with the public policy of The
Netherlands. On the basis of the provisions of the Documents we are not
aware of any provision which might result in such disapplication in the
Agreement.
D. To the extent that Netherlands law would apply, the enforcement of
contractual obligations may be subject to specific restrictions, including
but not limited to restrictions based upon principles of reasonableness and
fairness ("redelijkheid" and "billijkheid"), and may be subject to the
possibility of rescission of agreements in case of so-called absence of
consensus ad idem ("wilsgebreken") or the violation of creditors' rights
("actio pauliana").
E. To the extent that Netherlands law would apply, the courts of The
Netherlands may mitigate a statutory obligation to pay damages, or change
the effects of an agreement governed by Netherlands law on the request of
one of the parties, or terminate the whole or any part of any such
agreement on the grounds that unforeseen circumstances have occurred of
such a nature that the other party may, according to the standards of
reasonableness and fairness, not expect such agreement to be performed
unchanged. Such a change or termination may be given retroactive force.
F. In the absence of a treaty regarding the recognition and enforcement of
judicial decisions between the U.S. and The Netherlands, a final and
conclusive judgment duly obtained against the Company from a New York
State or United States federal court sitting in the City and County of New
York, will not be recognized and enforced by a Netherlands court and it
will be necessary to bring the matter before the competent Netherlands
court, the claimant (s) may, in the course of these proceedings, submit the
judgment rendered by a New York State or United States federal court
sitting in the City and County of New York. Under current practice, a
Netherlands court normally will issue a judgment incorporating the judgment
rendered by the U.S. court if it finds that (i) the U.S. court had
jurisdiction over the original proceedings, (ii) the judgment was obtained
in compliance with principles of due process, (iii) the judgment is final
and conclusive such that all appeals have been exhausted and no other
remedy could be obtained from a judicial body, and (iv) the judgment does
not contravene the public policy of The Netherlands.
G. The concept of a company seal or corporate seal in connection with the
execution and/or delivery of agreements or other documents is unknown
under the laws of The Netherlands.
H. This opinion relates to Netherlands law as it currently stands and we do not
assume any obligation to notify or inform you of any development subsequent
to this date that might render its contents untrue or inaccurate in whole or
in part at such time.
I. Save as set out herein, nothing is to be taken to express an opinion in
respect of any statement, representation or warranty made or given by or in
respect of the Company in any of the documents above.
You have advised us that it is not necessary for the purposes of this
opinion, and accordingly we do not purport herein to cover, the application of
the securities or blue sky laws of the various states to the issuance and sale
of the Debt Securities or the Warrants or the execution and delivery of the
Guarantees.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to us included in or made a part of
the Registration Statement.
This opinion is strictly limited to the matters stated herein and is not to be
read as extending by implication to any other matters not specifically referred
to herein.
This opinion is given on the basis that it will be governed by and construed in
accordance with Netherlands law.
Very truly yours,
BAKER & McKENZIE
P.L.A.M. Schroeder R.O.N. van Holthe tot Echten
