SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 28, 1996
OR
Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the Transition period from to
Commission file number 1-11657
TUPPERWARE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-4062333
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14901 South Orange Blossom Trail, Orlando, Florida 32837
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(407)826-5050
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
Common Stock, $0.01 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Aggregate market value of the Registrant's voting stock held by
non-affiliates, based upon the closing price of said stock on the
New York Stock Exchange-Composite Transaction Listing on March
10, 1997 was $38.875 per share: $2,370,658,689
As of March 10, 1997, 61,986,719 shares of the Common
Stock, $0.01 par value, of the Registrant were outstanding.
Documents Incorporated by Reference:
Portions of the Annual Report to Shareholders for the year
ended December 28, 1996 are incorporated by reference into Parts
I, II and IV of this Report.
Portions of the Proxy Statement relating to the Annual
Meeting of Shareholders to be held May 5, 1997 are incorporated
by reference into Part III of this Report.
PART I
Item 1. Business
(a) General Development of Business
Tupperware Corporation (the "Registrant" or "Tupperware") is
a multinational consumer products company. The Registrant is a
Delaware corporation which was organized on February 8, 1996 in
connection with the corporate reorganization of Premark
International, Inc. ("Premark"). In the reorganization, the
businesses of the Registrant and certain other assets and
liabilities of Premark and its subsidiaries were transferred to
the Registrant. On May 31, 1996 the Registrant became a
publicly-held company through the pro-rata distribution by
Premark to its shareholders of all of the outstanding shares of
common stock of the Registrant.
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 high-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*
containers, Fridge Stackables* containers, OneTouch* 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
products introduced in 1996 included the Rock N' Serve* line, Meals
in Minute* line, Family-Size Microsteamer, Crystal Wave* Soup Mug,
Legacy Serving Line and TupperMagic* line. 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. (Words followed by *
are Trademarks of the Registrant).
Markets. Tupperware's business is operated on the basis of three
geographic segments: Europe, Africa and the Middle East; 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, 83 percent of total
Tupperware revenues.
During 1996, Tupperware entered several new international
markets, including China, Central European countries, several
Middle Eastern countries, and India. Market penetration varies
throughout the world. Several "developing" areas which have low
penetration, such as Latin America, Asia and Eastern (Central)
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 trademarks and the administrative arrangements with
Tupperware, such as order entering and delivering, paying and
recruiting, 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.
In addition to the introduction of new products and development
of new geographic markets, a key element of Tupperware's strategy
is expanding its business by enlarging the number of distributors
and consultants. Under the Tupperware system, distributors
recruit, train and motivate a large sales force to cover the
distributor's geographic area. Managers are developed 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 28, 1996, the Tupperware distribution system had
over 1,800 distributors, over 52,000 managers and over 966,000
consultants worldwide. The consultant 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 16.8 million demonstrations were held
in 1996 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 salesforce. In addition, to support
its salesforce, 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 often 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
salesforce. 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 7,000 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 1996, 1995 and
1994, Tupperware incurred expenses of approximately $7.2 million,
$6.3 million and $8.9 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 resin market 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 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
a country by country basis. The current duration for such
registration ranges from seven years to fifteen 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.
Executive Officers of the Registrant. Following is a list of the
names and ages of all the Executive Officers of the Registrant,
indicating all positions and offices with the Registrant held by
each such person, and each such person's principal occupations or
employment during the past five years. Each such person has been
elected to serve until the next annual election of officers of the
Registrant (expected to occur on May 5, 1997).
Executive Officers of the Company.
Name and Age Office and Experience
Warren L. Batts, age 64 Chairman and Chief Executive Officer. Mr. Batts
has served in such capacity since 1996 after
serving as Chairman and Chief Executive Officer
of Premark from 1986 to 1996. Mr. Batts
continues to serve as Chairman of Premark.
Brian R. Biggin, age 51 Vice President, Internal Audit since March 1996.
Mr. Biggin previously served as Director,
Computer Systems Audit, for Premark since 1986.
Mark H. Bobek, age 35 Vice President and Treasurer since March 1996.
Mr. Bobek previously served as Director of
International and Corporate Finance since 1994
and served in various other financial
positions with Premark since 1989.
Luis G. Campos, age 44 President, Tupperware Americas. Mr. Campos has
held such position since November, 1995.
From April 1994 to November 1995, he served as
President Tupperware IberoAmerica. Mr. Campos
served as President and Chief Executive Officer
of Sara Lee-House of Fuller-Mexico from
1992 to April 1994. From 1985 to 1992 he served
as Managing Director of Hasbro Auriken Mexico.
Gerald Crompton, age 53 Vice President, Product Marketing Worldwide
since November 1996. Prior thereto, Mr. Crompton
served as Vice President, Product Management for
Tupperware Europe, Africa and Middle East since
1992 and Director of Product Management
for the same Area since 1991.
E.V. Goings, age 51 President and Chief Operating Officer since 1996.
It is anticipated that upon Mr. Batts' retirement
from the position of Chief Executive Officer of
Tupperware, Mr. Goings will be elected to such
position. Mr. Goings served as Executive Vice
President of Premark and President of Tupperware
Worldwide from November 1992 to 1996. From
June 1992 to November 1992, Mr. Goings served
as Senior Vice President of Sara Lee
Corporation. From 1986 to June 1992, Mr. Goings
served in various executive positions with
Avon Products, Inc.
David T. Halversen, age 52 Senior Vice President, Business Development
and Communications since November, 1996.
Prior thereto, he served as Senior Vice President,
Planning, Business Development and Financial
Relations since May 1996. He previously served
as Vice President, Business Development and
Planning since February, 1995. From April 1985
until February 1995. Mr. Halverson served in
various planning and strategy positions with
Avon Products, Inc.
Christine J. Hanneman, Vice President, Financial Relations
age 41 since March 1996. Ms. Hanneman
served as Director, Investor
Relations for Premark from June 1994 until
joining Tupperware. From February 1990 to June
1994 she served as Manager Investor
Relations of Premark.
Carol A. Kiryluk, age 50 Senior Vice President, Human Resources since
March 1996. From March 1992 until March 1996,
Ms. Kiryluk served as Vice President, Human
Resources Worldwide for Tupperware. From
November 1989 until joining Tupperware in 1992,
Ms. Kiryluk served as Vice President,
Human Resources, Corporate Relations for JI Case.
Gaylin L. Olson, age 51 Senior Vice President, Emerging Markets,
Tupperware Worldwide. Mr. Olson has served
in various executive positions for Tupperware
over the years, including President
of Asia Pacific and most recently
President of U.S. Operations.
Thomas P. O'Neill, Jr. Senior Vice President and Chief Financial
age 43 Officer. Prior thereto, Mr. O'Neill served
as Vice President and Chief Financial Officer,
Tupperware Europe, Africa and Middle East since
April 1994. Prior thereto, Mr. O'Neill served
as Vice President and Treasurer of Premark from
February 1992 after serving as Vice President,
Auditing of Premark from April 1989.
Thomas M. Roehlk, age 46 Senior Vice President, General Counsel and
Secretary since December 1995. Prior thereto
Mr. Roehlk served as Assistant General Counsel
and Assistant Secretary of Premark.
James E. Rose, Jr., age 54 Senior Vice President Taxes and Governmental
Affairs. Mr. Rose served as Vice President,
Tax and Government Affairs since March 1996.
From 1994 to March 1996, Mr. Rose served as Vice
President, Taxes and Government Affairs
for Premark. Prior thereto Mr. Rose served as
Vice President, Taxes for Premark.
Hans Joachim Schwenzer, Senior Vice President, Tupperware
age 60 Worldwide. Mr. Schwenzer is currently
President, Tupperware Germany; President,
Sales Programs and Promotions, Tupperware
Europe, Africa and Middle East; and
Regional General Manager, Austria and Eastern
Europe Region and has been since May 1995,
Senior Vice President, Tupperware Worldwide.
Prior to assuming those positions, Mr.
Schwenzer served starting in November 1990 as
President, Tupperware Germany, and has held
several other area positions since joining
Tupperware.
Christian E. Skroeder, President, Tupperware Europe,
age 48 Africa and Middle East since May
1995. Prior thereto, Mr. Skroeder served in
various executive positions with Tupperware.
William E. Spears, Jr., President, Tupperware U.S. since
age 51 February 1997. Prior thereto, Mr.
Spears served as Executive Vice
President and Chief Operating Officer of
Nature's Sunshine Products, Inc.
From 1972 to 1994, Mr. Spears served in various
managerial positions with Avon Products, Inc.
Jose R. Timmerman, age 48 Vice President, Operations, Tupperware
Worldwide. From October 1993, Mr. Timmerman has
been Vice President, Operations,
Tupperware Worldwide. Prior to assuming that
position, Mr. Timmerman served as Vice President,
Manufacturing, Tupperware Asia Pacific starting
in November 1992. From 1985 to 1992,
he served as Plant Manager of the Tupperware
manufacturing plant in Aalst, Belgium.
Paul B. Van Sickle, age 57 Executive Vice President since March 1997.
Prior thereto, Mr. Van Sickle served as Senior
Vice President, Finance and Operations. Prior
to assuming that position, he served as Vice
President, Finance of Tupperware.
Robert W. Williams, age 53 President, Tupperware Asia Pacific.
From April 1995, Mr. Williams has been
President, Tupperware Asia Pacific.
Prior to assuming that position,
Mr. Williams served in various management
positions in Tupperware Asia Pacific starting in
August 1993. From 1991 until joining
Tupperware, Mr. Williams served as Vice
President, Marketing for Cameo Coutures, Inc.
From 1989 to 1991, he served as President of
Impact Business Systems.
Item 2. Properties
The principal executive office of the Registrant is owned by
the Registrant and located in Orlando, Florida. The Registrant owns
and maintains manufacturing plants in Argentina, Belgium, Brazil,
France, Greece, Japan, Korea, Mexico, the Philippines, Portugal,
South Africa, Spain and the United States, and leases manufacturing
facilities in Venezuela and China. Tupperware conducts a
continuing program of new product design and development at its
facilities in Florida, Japan and Belgium. None of the owned
principal properties is subject to any encumbrance material to the
consolidated operations of the Registrant. The Registrant
considers the condition and extent of utilization of its plants,
warehouses and other properties to be good, the capacity of its
plants and warehouses generally to be adequate for its needs, and
the nature of the properties to be suitable for its needs.
Item 3. Legal Proceedings
A number of ordinary course legal and administrative
proceedings against Tupperware are pending. In addition to such
proceedings, there are certain proceedings which involve the
discharge of materials into or otherwise relating to the protection
of the environment. Certain of such proceedings involve federal
environmental laws such as the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as well as state
and local laws. Tupperware establishes reserves with respect to
certain of such proceedings. Because of the involvement of other
parties and the uncertainty of potential environmental impacts, the
eventual outcomes of such actions and the cost and timing of
expenditures cannot be estimated with certainty. It is not
expected that the outcome of such proceedings, either individually
or in the aggregate, will have a materially adverse effect upon
Tupperware.
As part of the 1986 reorganization involving the formation of
Premark, Premark was spun-off by Dart & Kraft, Inc. and Kraft, Inc.
assumed any liabilities arising out of any legal proceedings in
connection with certain divested or discontinued former businesses
of Dart Industries Inc., a subsidiary of Tupperware, including
matters alleging product liability, environmental liability and
infringement of patents. The assumption of liabilities by Kraft,
Inc. remains effective subsequent to the spin-off of Registrant.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
The stock price information set forth in Note 12 ("Quarterly
Financial Summary (unaudited)") appearing on page 34 of the Annual
Report to Shareholders for the year ended December 28, 1996 is
incorporated by reference into this Report. The information set
forth in Note 13 ("Rights Agreement") on page 34 of the Annual
Report to Shareholders for the year ended December 28, 1996 is
incorporated by reference into this Report. As of March 10, 1997
the Registrant had 21,190 shareholders of record.
Item 6. Selected Financial Data
The information set forth under the caption "Selected
Financial Data" on pages 14 and 15 of the Annual Report to
Shareholders for the year ended December 28, 1996 is incorporated
by reference into this Report.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The information entitled "Management's Discussion and Analysis"
set forth on pages 16 through 20 of the Annual Report to Shareholders
for the year ended December 28, 1996 is incorporated by reference into
this Report.
Item 8. Financial Statements and Supplementary Data
(a) The following Consolidated Financial Statements of
Tupperware Corporation and Report of Independent Accountants set
forth on pages 21 through 34, and on page 35 respectively, of the
Annual Report to Shareholders for the year ended December 28, 1996
are incorporated by reference into this Report:
Consolidated Statement of Income, Cash Flows and Shareholders'
Equity--Years ended December 28, 1996, December 30, 1995 and
December 31, 1994.
Consolidated Balance Sheet--December 28, 1996 and December 30, 1995.
Notes to the Consolidated Financial Statements; and
Report of Independent Accountants dated February 14, 1997.
(b) The supplementary data regarding quarterly results of
operations contained in Note 12 ("Quarterly Financial Summary
(Unaudited)") of the Notes to the Consolidated Financial Statements
of Tupperware Corporation on page 34 of the Annual Report to
Shareholders for the year ended December 28, 1996 is incorporated
by reference into this Report.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None
PART III
Item 10. Directors and Executive Officers of the Registrant
The information as to the Directors of the Registrant set
forth under the sub-caption "Board of Directors" appearing under
the caption "Election of Directors" on pages 1 through 3 of the
Proxy Statement relating to the Annual Meeting of Shareholders to
be held on May 5, 1997 is incorporated by reference into this
Report. The information as to the Executive Officers of the
Registrant is included in Part I hereof under the caption
"Executive Officers of the Registrant" in reliance upon General
Instruction G to Form 10-K and Instruction 3 to Item 401(b) of
Regulation S-K.
Item 11. Executive Compensation
The information set forth under the caption "Compensation of
Directors" on page 14 of the Proxy Statement relating to the Annual
Meeting of Shareholders to be held on May 5, 1997 and the
information on pages 10 through 15 of such Proxy Statement relating
to executive officers' compensation is incorporated by reference
into this Report.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The information set forth under the captions "Security
Ownership of Certain Beneficial Owners" on page 5 and "Security
Ownership of Management" on page 4 of the Proxy Statement
relating to the Annual Meeting of Shareholders to be held on May 5,
1997 is incorporated by reference into this Report.
Item 13. Certain Relationships and Related Transactions
None
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports On
Form 8-K
(a) (1) List of Financial Statements
The following Consolidated Financial Statements of Tupperware
Corporation and Report of Independent Accountants set forth on
pages 21 through 34, and on page 35, respectively, of the Annual
Report to Shareholders for the year ended December 28, 1996 are
incorporated by reference into this Report by Item 8 hereof:
Consolidated Statements of Income, Cash Flows and
Shareholders' Equity--Years ended December 28, 1996, December 30,
1995 and December 31, 1994.
Consolidated Balance Sheet--December 28, 1996 and December 30,
1995.
Notes to the Consolidated Financial Statements; and
Report of Independent Accountants dated February 14, 1997.
(a) (2) List of Financial Statement Schedules
The following consolidated financial statement schedule
(numbered in accordance with Regulation S-X) of Tupperware
Corporation is included in this Report:
Report of Independent Accountants on Financial Statement
Schedule, page 21 of this Report; and
Schedule II--Valuation and Qualifying Accounts for the three
years ended December 28, 1996, page 22 of this Report.
All other schedules for which provision is made in the
applicable accounting regulations of the Securities and Exchange
Commission are not required under the related instructions, are
inapplicable, or the information called for therein is included
elsewhere in the financial statements or related notes contained or
incorporated by reference herein.
(a) (3) List of Exhibits: (numbered in accordance with Item 601
of Regulation S-K)
Exhibit
Number Description
*1 Underwriting Agreement (Attached
to Form S-3 Registration Statement as
Exhibit 1 and incorporated herein by reference).
*2 Distribution Agreement by and among Premark
International, Inc., Tupperware Corporation and
Dart Industries Inc. Attached as Exhibit 2 to
Tupperware Corporation's Registration
Statement on Form 10 (No. 1-11657) filed with the
Commission on March 4, 1996 and incorporated
herein by reference).
*3.1 Amended and Restated Certificate of Incorporation
of Tupperware Corporation (Attached as Exhibit
3.1 to Form 10 and incorporated herein by reference.)
*3.2 Amended and Restated By-laws of Tupperware
Corporation (Attached as Exhibit 3.2 to
Form 10 and incorporated herein by reference.)
*4.1 Rights Agreement, by and between Tupperware
Corporation and the rights agent
named therein (Attached as Exhibit 4 to
Form 10 and incorporated herein by reference.)
*4.2 Indenture dated as of October 1, 1996,
among Tupperware and The First National Bank of
Chicago, as Trustee, (Attached as Exhibit
4(a) to Tupperware Corporation's Registration
Statement on Form S-3 (No. 3-12125) filed with
the Commission on September 25, 1996 and
incorporated herein by reference.)
*4.3 Form of Debt Securities. (Attached as
Exhibit 4(b) to Tupperware Corporation's
Registration Statement on Form S-3 (No.
3-12125) filed with the Commission on September
25, 1996 and incorporated herein by reference.)
*4.4 Form of Warrant Agreement, including form of
Warrant Certificate (Attached as
Exhibit 4(a) to Tupperware Corporation's
Registration Statement on Form S-3
(No. 3-12125) filed with the Commission on September
25, 1996 and incorporated herein by reference.)
*10.1 Tupperware Corporation 1996
Incentive Plan (Attached to Information
Statement as Annex C and incorporated
herein by reference.)
*10.2 Tupperware Corporation Directors Stock Plan
(Attached to Information
Statement as Annex D and incorporated
herein by reference.)
*10.3 Tax Sharing Agreement between Tupperware
Corporation and Premark International, Inc.
(Attached as Exhibit 10.3 to Form 10 and incorporated
herein by reference.)
*10.4 Employee Benefits and Compensation Allocation
Agreement between Tupperware
Corporation and Premark International,
Inc. (Attached as Exhibit 10.4 to Form
10 and incorporated herein by reference.)
*10.5 Form of Change of Control Agreement
(Attached as Exhibit 10.5 to Form 10
and incorporated herein by reference.)
*10.6 Employment Agreement for Mr. Goings.
(Attached as Exhibit 10.6 to Form 10
and incorporated herein by reference.)
*10.7 Employment Agreement for Mr. Campos.
(Attached as Exhibit 10.7 to Form 10
and incorporated herein by reference.)
10.8 Employment Agreement for Mr. Schwenzer.
*10.9 Credit Agreement (Attached to
Tupperware Corporation's Registration
Statement Form 10 as Exhibit 10.8 and
incorporated herein by reference.)
10.10 Form of Franchise Agreement between a
subsidiary of the Registrant and distributors
of Tupperware products in the United States.
11 Statement of Computation of Per Share Earnings.
13 Pages 14 through 35 of the Annual Report
to Shareholders of the Registrant
for the year ended December 28, 1996.
21 Subsidiaries of Tupperware Corporation
as of March 10, 1997.
23 Manually signed Consent of Independent Accountants
to the incorporation of their report by
reference into the prospectus contained in
specified registration statements on Form S-8
and Form S-3.
24 Powers of Attorney
27 Financial Data Schedule
* Document has heretofore been filed with the Commission and is incorporated by
reference and made a part hereof.
The Registrant agrees to furnish, upon request of the
Commission, a copy of all constituent instruments defining the
rights of holders of long-term debt of the Registrant and its
consolidated subsidiaries.
(b) Reports on Form 8-K
During the quarter ended December 28, 1996, the Registrant did
not file any reports on Form 8-K.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Shareholders
of Tupperware Corporation.
Our audits of the consolidated financial statements referred
to in our report dated February 14, 1997 appearing on page 35 of
the 1996 Annual Report to Shareholders of Tupperware Corporation
(which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also
included an audit of the Financial Statement Schedule listed in
Item 14(a)(2) of this Form 10-K. In our opinion, this Financial
Statement Schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the
related consolidated financial statements.
Price Waterhouse LLP
Orlando, Florida
February 14, 1997
<TABLE>
TUPPERWARE CORPORATION
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 28, 1996
(In millions)
<CAPTION>
Col. A Col. B Col. C Col. D Col. E
------------------------ ---------- ----------- ----------- ----------
Additions
-----------
Balance at Charged Charged Balance at
Beginning to Costs to Other End of
Description of Period Expenses Accounts Deductions of Period
----------- --------- -------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Allowance for doubtful
accounts, current and
long term:
Year ended $ 50.9 $ 20.9 -- $(3.7)<F1> $ 67.9
December 28, 1996 $(0.2)<F2>
Year ended
December 30, 1995 $ 48.0 $ 7.7 -- $(4.7)<F1> $ 50.9
$(0.1)<F2>
Year ended $ 50.9 $ 6.1 -- $(8.4)<F1> $ 48.0
December 31, 1994 $(0.6)<F2>
Valuation allowance for deferred tax assets:
Year ended $25.9 $(0.1) -- -- $ 25.8
December 28, 1996
Year ended $28.7 $(2.8) -- -- $ 25.9
December 30, 1995
Year ended $52.5 $(23.8) -- -- $ 28.7
December 31, 1994
<FN>
<F1> Represents write-offs less recoveries.
<F2> Foreign currency translation adjustment.
</FN>
</TABLE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Tupperware Corporation
(Registrant)
By______________________
Warren L. Batts
Chairman of the Board and
Chief Executive Officer
March 24, 1997
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the date
indicated.
Signature Title
Warren L. Batts Chairman of the Board of Directors,
Chief Executive Officer and Director
(Principal Executive Officer)
Paul B. Van Sickle Executive Vice President, (Principal Financial
Officer)
Thomas P. O'Neill, Jr. Senior Vice President and Chief Financial
Officer (Principal Accounting Officer)
* Director
Rita Bornstein, Ph.D
* Director
William O. Bourke
* Director
Ruth M. Davis, Ph.D
* Director
Lloyd C. Elam, M.D.
E.V. Goings President, Chief Operating Officer and Director
* Director
Clifford J. Grum
* Director
Joe R. Lee
* Director
Joseph E. Luecke
* Director
Bob Marbut
* Director
David R. Parker
* Director
Robert M. Price
By: ____________________
Thomas M. Roehlk
Attorney-in-fact
March 24, 1997
EXHIBIT INDEX
Exhibit No. Description
10.8 Employment Contract for Mr.
Schwenzer
10.10 Form of Franchise Agreement
11 Statement of Computation of Per Share Earnings
13 Selected pages from Annual Report
to Shareholders
21 List of Subsidiaries
23 Consent of Independent
Accountants
24 Powers of Attorney
27 Financial Data Schedule
Translation from the German language
STATUTORY MANAGER AGREEMENT
Between
Hobart GmbH
hereafter referred to as Company
and
Mr. Hans Joachim Schwenzer
hereafter referred to as Statutory Manager
SECTION ONE
EMPLOYMENT AND DUTIES
1. Mr. Schwenzer has been working for the Company, respectively
its legal predecessor, continuously since October 1, 1964.
On August 16, 1978 he was appointed as Statutory Manager of
the Company. Since Mr. Schwenzer has assumed also other
duties within the Premark Group effective as of September 1,
1989, the Company appointed another statutory manager with
the right to solely represent the Company on November 6,
1989 and changed Mr. Schwenzer's representation right
insofar as he is representing the Company jointly with
another statutory manager or an authorized signatory
(Prokurist).
2. The Statutory Manager shall manage the business of the
Company in accordance with the applicable law, this
Agreement as well as the management regulation of the
Company. With respect to the extent of his representation
right, the guidelines of the Premark Group shall apply.
SECTION TWO
DURATION OF THE AGREEMENT
1. The Statutory Manager Agreement is concluded for an
indefinite period of time. In case of a termination, both
parties shall observe the notice period applicable for the
termination of an employee by the employer. A termination
is only possible effective as of the expiration of a
calendar quarter.
2. In order to be valid, the notice of termination must be in
writing.
3. The Statutory Manager Agreement will terminate at the
latest, without notice of termination, at the end of that
calendar month in which the Statutory Manager completes his
65th year of life.
4. The shareholder assembly has the right to release the
Statutory Manager from his duties for the period between the
date on which notice of termination was given and the
effective date of termination continuing payment of his
salary and taking into account possible vacation claims.
5. The appointment of the Statutory Manager can be revoked at
any time by passing of a resolution of the shareholder
assembly, irrespective of the Statutory Manager's right for
compensation resulting from this Agreement. The revocation
shall be deemed to be a notice of termination of the
Agreement effective as of the next permissible date.
SECTION THREE
ADDITIONAL ACTIVITIES
1. The Statutory Manager undertakes not to work for any other
company outside the Premark Group at the same time. The
taking over of another gainful employment is only possible
with the prior express written approval of the shareholder
assembly. The same shall apply for the assumption of
activities at supervisory boards or the like.
2. The Statutory Manager requires the prior written approval of
the shareholder assembly for speeches and the publishing of
any written material insofar as the same affect the
interests of the Company.
3. The acceptance of any public or private honorary positions
has to be notified to the Company immediately.
SECTION FOUR
REPORTING
Reporting is subject to the respective guidelines of the Premark
Group.
SECTION FIVE
CONFIDENTIALITY
1. The Statutory Manager undertakes to keep confidential vis a
vis third parties any information, in particular business
and company secrets, etc., coming to his knowledge within
his employment during the term of his employment, both
during as well as after termination of his employment
contract.
2. Upon leaving the Company, the Statutory Manager is obligated
to return to the Company all documents in his possession
which are related to his employment. The Statutory Manager
does not have a right to retain such documents.
SECTION SIX
REMUNERATION
1. The Statutory Manager shall receive a gross annual
remuneration of DM 150,000, payable in 13 equal monthly
instalments at the end of month, the 13th instalment
together with the remuneration for the month of November.
Furthermore, the Statutory Manager shall receive a vacation
bonus according to the regulations applicable in the
Company.
2. The annual gross remuneration includes overtime work and
work on Sundays and public holidays.
SECTION SEVEN
REMUNERATION IN CASE OF ILLNESS
In case of a temporary incapacity to work caused by illness or
any other reason which is beyond the control of the Statutory
Manager, the Statutory Manager is entitled to receive
remuneration pursuant to Section Six for the duration of the
incapacity to work a continuous period of six months.
SECTION EIGHT
INSURANCE
The Company shall insure the Statutory Manager for the case of
accident according to the insurance contracts presently existing.
SECTION NINE
OLD AGE PENSION
The Statutory Manager is a member of the pension scheme of the
Company. Further remunerations received by the Statutory Manager
from other companies of the Premark Group shall be added in order
to evaluate the benefits and contributions. The parties will
conclude a separate agreement regarding such details if this
should legally be necessary.
SECTION TEN
VACATION
The Statutory Manager shall be entitled to an annual vacation of
thirty working days (excluding Saturdays). The dates of vacation
have to be coordinated with the other statutory managers.
SECTION ELEVEN
COMPANY CAR
The Company shall provide to the Statutory Manager a company car
of the category Mercedes S. The Statutory Manager shall be
entitled to use the company car also for private purposes. Costs
connected therewith shall be borne by the Company. Payroll tax
arising therefrom shall be borne by the Company. After
termination by the Company or the Statutory Manager, the Company
shall be authorized to request the return of the company car at
any time without arising any claims therefrom of the Statutory
Manager against the Company. A right of retention of the company
car shall not be due to the Statutory Manager.
SECTION TWELVE
REIMBURSEMENTS
Expenses shall be reimbursed in accordance with the guidelines of
the Company.
SECTION THIRTEEN
COMPENSATION
In case the Statutory Manager Agreement is terminated by the
Company, the Statutory Manager shall receive a compensation for
the loss of his job in the amount of one and a half annual gross
remuneration. This shall not apply in case of a termination
because of important reason.
SECTION FOURTEEN
FINAL PROVISIONS
1. Changes of and amendments to this Agreement require written
form to be valid. No oral side agreements are existing.
2. The Statutory Manager Agreement shall come into force on
September 1, 1989. It shall replace all agreements and
promises concluded between the parties up to now.
Frankfurt am Main, December 1, 1989
(Signature) (Signature)
Hobart GmbH Hans Joachim Schwenzer
represented by its sole shareholder
Dart Industries Inc.
TUPPERWARE U.S., INC.
FRANCHISE AGREEMENT
FRANCHISEE
DATE OF AGREEMENT
TABLE OF CONTENTS
PAGE
1. INTRODUCTION AND DEFINITIONS . . . . . . . . . . . . . . . 1
2. GRANT, ACCEPTANCE AND INITIAL TERM . . . . . . . . . . . . 3
3. DISTRIBUTION RIGHTS AND PERFORMANCE CRITERIA . . . . . . . 4
4. GUIDANCE AND ASSISTANCE. . . . . . . . . . . . . . . . . . 4
A. GUIDANCE AND ASSISTANCE . . . . . . . . . . . . . . . 4
B. OPERATING MANUALS . . . . . . . . . . . . . . . . . . 5
5. MARKS. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
A. OWNERSHIP AND GOODWILL OF MARKS . . . . . . . . . . . 5
B. LIMITATIONS ON YOUR USE OF MARKS. . . . . . . . . . . 6
C. DISCONTINUANCE OF USE OF MARKS. . . . . . . . . . . . 6
D. NOTIFICATION OF INFRINGEMENTS AND CLAIMS. . . . . . . 6
E. INDEMNIFICATION FOR USE OF MARKS. . . . . . . . . . . 7
6. RELATIONSHIP OF THE PARTIES/INDEMNIFICATION. . . . . . . . 7
A. INDEPENDENT CONTRACTORS . . . . . . . . . . . . . . . 7
B. NO LIABILITY FOR ACTS OF OTHER PARTY. . . . . . . . . 7
C. TAXES . . . . . . . . . . . . . . . . . . . . . . . . 8
D. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . 8
7. FEES AND PAYMENTS. . . . . . . . . . . . . . . . . . . . . 8
A. INITIAL FEES. . . . . . . . . . . . . . . . . . . . . 8
B. TERMS OF SALE TO FRANCHISEE . . . . . . . . . . . . . 8
C. INTEREST ON LATE PAYMENTS . . . . . . . . . . . . . . 9
D. APPLICATION OF PAYMENTS . . . . . . . . . . . . . . . 9
8. CONFIDENTIAL INFORMATION . . . . . . . . . . . . . . . . . 9
9. EXCLUSIVE RELATIONSHIP . . . . . . . . . . . . . . . . . . 10
10. IMAGE AND OPERATING PROCEDURES . . . . . . . . . . . . . . 11
A. PREMISES. . . . . . . . . . . . . . . . . . . . . . . 11
B. TUPPERWARE CONSULTANTS. . . . . . . . . . . . . . . . 11
C. STANDARDS AND PROCEDURES. . . . . . . . . . . . . . . 11
D. MAINTENANCE AND REFURBISHING OF PREMISES AND
VEHICLES. . . . . . . . . . . . . . . . . . . . . . . 12
E. COMPLIANCE WITH LAWS AND GOOD BUSINESS PRACTICES. . . 12
F. FORMS AND INVOICES. . . . . . . . . . . . . . . . . . 13
G. CUSTOMER RELATIONS/WARRANTIES . . . . . . . . . . . . 13
H. INSURANCE . . . . . . . . . . . . . . . . . . . . . . 13
I. COMPUTER. . . . . . . . . . . . . . . . . . . . . . . 13
11. REPORTS AND FINANCIAL STATEMENTS . . . . . . . . . . . . . 14
12. INSPECTIONS AND AUDITS . . . . . . . . . . . . . . . . . . 14
A. COMPANY'S RIGHT TO INSPECT. . . . . . . . . . . . . . 14
B. COMPANY'S RIGHT TO AUDIT. . . . . . . . . . . . . . . 15
13. TRANSFER . . . . . . . . . . . . . . . . . . . . . . . . . 15
A. BY COMPANY. . . . . . . . . . . . . . . . . . . . . . 15
B. FRANCHISEE MAY NOT TRANSFER WITHOUT APPROVAL OF
COMPANY . . . . . . . . . . . . . . . . . . . . . . . 15
C. CONDITIONS FOR APPROVAL OF TRANSFER . . . . . . . . . 16
D. DEATH OR INCAPACITY OF FRANCHISEE . . . . . . . . . . 17
E. EFFECT OF CONSENT TO TRANSFER . . . . . . . . . . . . 18
F. COMPANY'S RIGHT OF FIRST REFUSAL. . . . . . . . . . . 18
G. OPERATION THROUGH A CORPORATION . . . . . . . . . . . 19
H. COMPLIANCE WITH STATE AND FEDERAL LAWS. . . . . . . . 19
14. RENEWAL OF FRANCHISE . . . . . . . . . . . . . . . . . . . 19
15. TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . 20
A. BY FRANCHISEE . . . . . . . . . . . . . . . . . . . . 20
B. BY COMPANY. . . . . . . . . . . . . . . . . . . . . . 20
C. OUR OTHER RIGHTS UPON DEFAULT . . . . . . . . . . . . 22
16. RIGHTS AND OBLIGATIONS OF COMPANY AND FRANCHISEE UPON
TERMINATION OR EXPIRATION OF THE FRANCHISE . . . . . . . . 23
A. PAYMENT OF AMOUNTS OWED TO COMPANY. . . . . . . . . . 23
B. TRADEMARKS. . . . . . . . . . . . . . . . . . . . . . 23
C. RETURN OF CONFIDENTIAL MATERIAL . . . . . . . . . . . 24
D. NONSOLICITATION AND NONCOMPETITION. . . . . . . . . . 24
E. COMPANY OPTION TO PURCHASE PRODUCTS . . . . . . . . . 24
F. CONTINUING OBLIGATIONS. . . . . . . . . . . . . . . . 24
17. ENFORCEMENT. . . . . . . . . . . . . . . . . . . . . . . . 25
A. SEVERABILITY AND SUBSTITUTION OF VALID PROVISIONS . . 25
B. WAIVER. . . . . . . . . . . . . . . . . . . . . . . . 25
C. CUMULATIVE REMEDIES . . . . . . . . . . . . . . . . . 26
D. WRITTEN CONSENTS FROM COMPANY . . . . . . . . . . . . 26
E. COSTS AND ATTORNEYS' FEES . . . . . . . . . . . . . . 26
F. GOVERNING LAW/CONSENT TO JURISDICTION . . . . . . . . 26
G. BINDING EFFECT. . . . . . . . . . . . . . . . . . . . 27
H. ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . . . 27
I. NO LIABILITY TO OTHERS. . . . . . . . . . . . . . . . 27
J. CONSTRUCTION. . . . . . . . . . . . . . . . . . . . . 27
K. MULTIPLE ORIGINALS. . . . . . . . . . . . . . . . . . 28
L. INJUNCTIVE RELIEF . . . . . . . . . . . . . . . . . . 28
M. ARBITRATION . . . . . . . . . . . . . . . . . . . . . 28
N. WAIVER OF PUNITIVE DAMAGES AND JURY TRIAL . . . . . . 29
O. SECURITY INTEREST . . . . . . . . . . . . . . . . . . 29
P. NO WITHHOLDING PAYMENTS DUE TO US . . . . . . . . . . 29
18. NOTICES AND PAYMENTS . . . . . . . . . . . . . . . . . . . 30
19. ACKNOWLEDGEMENTS . . . . . . . . . . . . . . . . . . . . . 30
EXHIBITS
EXHIBIT A PRIMARY AREA OF PROMOTION
EXHIBIT B PREMISES
EXHIBIT C AGREEMENT FOR THE DESIGNATION OF AN OPERATING COMPANY
EXHIBIT D ARBITRATION
EXHIBIT E ANNUAL AND QUARTERLY PERFORMANCE CRITERIA
<PAGE>
TUPPERWARE U.S., INC.
FRANCHISE AGREEMENT
This Franchise Agreement (this "Agreement") is being entered
as of , 19 (the "Agreement
Date"). The parties to this Agreement are
, as Franchisee (referred to in this Agreement as "you" or
"Franchisee"), and TUPPERWARE U.S., INC., a Delaware corporation,
as Franchisor (referred to in this Agreement as "we," "us" or the
"Company"). The principal place of business of TUPPERWARE U.S.,
INC. is 14901 South Orange Blossom Trail, Orlando, Florida 32837.
Your principal place of business is
1. INTRODUCTION AND DEFINITIONS.
We (and our Affiliates) manufacture and distribute, through
our authorized Tupperware distributors, a variety of products for
personal, family or household use which are identified by our
registered trademark TUPPERWARE and other trademarks. We have
achieved a high degree of public acceptance and goodwill for
TUPPERWARE Products as a result of their high quality and
widespread distribution. Tupperware distributors play an important
role in distributing TUPPERWARE Products to consumers through the
home party plan, personal demonstrations and other methods.
We and you are signing this Agreement because of our and your
mutual desire to establish a relationship as franchisor and
franchisee on the terms of this Agreement.
There are a number of terms used throughout this Agreement
that have particular meanings. These terms and their definitions
are as follows:
"Affiliate" - Any person, entity or company that directly or
indirectly owns or controls, is directly or indirectly owned or
controlled by or is under common control with the Company.
"Competing Products" - Plastic household products, including
food storage containers, food preparation and service products,
toys, cookware and housewares, similar to or competitive with
TUPPERWARE Products, which are manufactured or marketed by persons
other than us or our Affiliates.
"Confidential Information" - Our Marketing Methods, lists of
Consultants of Franchised Tupperware Distributorships and certain
other information that we may disclose from time to time during the
term of the Franchise, including information about upcoming
promotions, new product development and new distribution methods.
"Consultant" - An individual, acting as an independent
contractor, who has contracted with a Franchised Tupperware
Distributorship to sell TUPPERWARE Products to consumers under our
policies and procedures.
"Estimated Retail Sales" - The aggregate of the Company's
suggested retail prices for all TUPPERWARE Products purchased by
Consultants from the Franchised Distributorship for resale to
consumers.
"Franchise" - The rights we have granted you to operate a
Franchised Tupperware Distributorship under this Agreement.
"Franchised Distributorship" - The business you will operate
under this Agreement.
"Franchised Tupperware Distributorships" - The businesses we
license to distribute TUPPERWARE Products through Consultants using
the Marketing Methods.
"Home Party Plan and Personal Demonstrations" - The technique
of promoting and selling TUPPERWARE Products through demonstrations
arranged by Consultants at homes or other locations.
"Marketing Materials" - Supplies, goods and materials, other
than TUPPERWARE Products, that we make available to you and/or
Consultants to use in marketing TUPPERWARE Products, including,
without limitation, incentive merchandise, promotional materials
and sales aids and computer software programs.
"Marketing Methods" - The sales, purchasing, distribution,
marketing and administrative plans, systems, methods and techniques
we may require or authorize Franchised Tupperware Distributorships
to use from time to time, including, but not limited to, our direct
selling techniques for the home party plan and personal
demonstrations and the purchasing and distribution methods and
procedures that comprise the "Traditional," "Express," "Consultant
Direct" and/or other types of Franchised Tupperware
Distributorships. "Marketing Methods" also may include
administrative and financial controls; reporting systems; ordering
and purchasing systems; bookkeeping systems; billing procedures;
recruiting, retaining and motivating Consultants and instilling in
Consultants the "Sharing Opportunity" through Consultant sales
presentations, Consultant incentive programs and other means;
promoting the reputation, distribution and use of TUPPERWARE
Products; and general business operation and management.
"Operating Company" - A corporation through which you operate
the Franchised Distributorship under Section 13.G. of this
Agreement.
"Operating Manuals" - The "programs binder," "promotional
binder" and other materials which we lend you under Section 4.B. of
this Agreement, which we may revise and update from time to time,
through which we communicate to you the Marketing Methods and our
standards, specifications, requirements and/or recommendations for
operating the Franchised Distributorship.
"Premises" - The location and premises identified in Exhibit B
to this Agreement from which you will operate the Franchised
Distributorship (which may be your home).
"Primary Area of Promotion" - The geographic area described in
Exhibit A to this Agreement.
"Sales Force Goodwill" - The benefit and value of your
relationships with Consultants.
"Sharing Opportunity" - Our philosophy of marketing TUPPERWARE
Products through Franchised Tupperware Distributorships and
Consultants in a manner which enables them to realize their
potential and encourages them to introduce other persons to
participate in marketing TUPPERWARE Products.
"Trademarks" - The trademarks and service marks we own and use
to identify TUPPERWARE Products or the services of marketing
TUPPERWARE Products, including, but not limited to, the registered
trademarks TUPPERWARE , TUPPERCRAFT , TUPPERWAVE and TUPPERTOYS .
"Transfer" - (Defined in Section 13.B. of this Agreement.)
"TUPPERWARE Products" - (a) The proprietary lines of plastic
products for personal, family, household, commercial or industrial
use, including food preparation and service products, food storage
products, toys, cookware and housewares, manufactured by or for the
Company, identified by the TUPPERWARE trademark or other
trademarks the Company or its Affiliates own and marketed in whole
or in part through our Franchised Tupperware Distributorships; and
(b) other products for personal, family or household use marketed
in whole or in part through our Franchised Tupperware
Distributorships.
2. GRANT, ACCEPTANCE AND INITIAL TERM.
Subject to this Agreement's provisions, we hereby grant you
the right (the "Franchise") to own and operate a Franchised
Tupperware Distributorship (the "Franchised Distributorship") for
a period of time commencing on the Agreement Date and expiring on
December 31, 19 , unless sooner terminated as provided in this
Agreement. You accept the Franchise and agree that you will devote
your full time and attention and best efforts to the Franchised
Distributorship, use your best efforts to accomplish the purposes
of this Agreement and at all times faithfully, honestly and
diligently perform your obligations under this Agreement.
3. DISTRIBUTION RIGHTS AND PERFORMANCE CRITERIA.
During this Agreement's term, we will make available for sale
to you and/or Consultants TUPPERWARE Products for sale to
consumers. You agree to concentrate your promotional and
distribution efforts, and to use your best efforts to distribute
TUPPERWARE Products, within the Primary Area of Promotion using the
home party plan and personal demonstrations. We retain the right
in the Primary Area of Promotion and elsewhere to promote,
distribute and market all TUPPERWARE Products through any and all
methods of distribution we think best, including, but not limited
to, other Franchised Tupperware Distributorships, Tupperware
Distributorships that we and our Affiliates own and operate and
other channels of distribution. Your right to distribute
TUPPERWARE Products in the Primary Area of Promotion is
nonexclusive.
You acknowledge that we are granting you the nonexclusive
right to operate a Franchised Tupperware Distributorship with the
expectation that you will satisfy the annual and quarterly
performance criteria identified in Exhibit E. You agree that your
failure to satisfy the required criteria will allow (but not
obligate) us to terminate this Agreement, as provided in
Section 15.B. below.
4. GUIDANCE AND ASSISTANCE.
A. GUIDANCE AND ASSISTANCE.
We will communicate the Marketing Methods to you through
various means, including, but not limited to, the Operating
Manuals, advice letters, telephone consultations, audiotapes,
videotaped presentations and conferences for Franchised Tupperware
Distributorships. As noted in Section 1 above, Marketing Methods
are the sales, purchasing, distribution, marketing and
administrative plans, systems, methods and techniques we may
require or authorize Franchised Tupperware Distributorships to use
from time to time, including, but not limited to, our direct
selling techniques for the home party plan and personal
demonstrations and the purchasing and distribution methods and
procedures that comprise the "Traditional," "Express," "Consultant
Direct" and/or other types of Franchised Tupperware
Distributorships. We reserve the right to require you to change
your selling techniques and purchasing and distribution methods and
procedures. In these circumstances, your status as a Franchised
Tupperware Distributorship does not change. However, the
purchasing and distribution methods and procedures that you must
follow in operating your Franchised Distributorship may change.
"Marketing Methods" also may include administrative and financial
controls; reporting systems; ordering and purchasing systems;
bookkeeping systems; billing procedures; recruiting, retaining and
motivating Consultants and instilling in Consultants the "Sharing
Opportunity" through Consultant sales presentations, Consultant
incentive programs and other means; promoting the reputation,
distribution and use of TUPPERWARE Products; and general business
operation and management.
We may from time to time suggest pricing for TUPPERWARE
Products sold to Consultants with the understanding that these
suggestions are only our recommendations, that you are not required
to follow those suggestions and that your rights under this
Agreement will not be affected by your decision not to follow these
suggestions.
You agree to advise us promptly of any improvements to the
Marketing Methods and any new techniques, systems, devices, plans,
methods or programs for operating the Franchised Distributorship
developed by you or your employees or Consultants, which we then
will have the perpetual right to use and authorize others to use.
From time to time, we will hold national or regional conferences
for Franchised Tupperware Distributorships. You agree to attend,
at your own expense, our national conferences and conferences for
your region. These conferences will be held no more than six (6)
times each year. We may charge you reasonable fees to attend these
conferences.
B. OPERATING MANUALS.
We will lend you during the term of the Franchise one (1)
complete set of the Operating Manuals, containing the materials
(including, as applicable, written materials, audiotapes,
videotapes and computer software) that we generally lend to
Franchised Tupperware Distributorships to use in their operations.
The Operating Manuals contain mandatory and suggested standards and
operating procedures which we prescribe from time to time for
Franchised Tupperware Distributorships and information about your
other obligations under this Agreement. We may modify the
Operating Manuals from time to time to reflect changes in both
TUPPERWARE Products distributed through our Franchised Tupperware
Distributorships and any of the Marketing Methods. You agree to
keep your copy of the Operating Manuals current by immediately
substituting in or adding to them all modified or new pages or
other materials that we provide you from time to time. In the
event of a dispute about the contents of the Operating Manuals, the
master copy we maintain at our principal offices will control. You
may not at any time copy any part of the Operating Manuals without
our prior written consent.
5. MARKS.
A. OWNERSHIP AND GOODWILL OF MARKS.
You acknowledge that your right to use the Trademarks is
derived solely from this Agreement and limited to your operating
the Franchised Distributorship under this Agreement and all
applicable standards and operating procedures we prescribe from
time to time during the Franchise term. Your unauthorized use of
the Trademarks is a breach of this Agreement and an infringement of
our rights in the Trademarks. You acknowledge and agree that your
use of the Trademarks and any goodwill established by your use will
inure exclusively to our benefit and that this Agreement does not
confer any goodwill or other interest in the Trademarks on you
(other than the right to operate the Franchised Distributorship
under this Agreement). All provisions of this Agreement which
apply to the Trademarks will apply to any additional trademarks,
service marks and commercial symbols we authorize you to use during
this Agreement's term.
B. LIMITATIONS ON YOUR USE OF MARKS.
You agree to identify yourself as a Franchised Tupperware
Distributorship in the manner we prescribe. Each use of any of the
Trademarks must include the words "Authorized Distributor"
prominently displayed in the following format (or in another format
that we have previously approved in writing):
[NAME OF DISTRIBUTOR]
AUTHORIZED DISTRIBUTOR
OF TUPPERWARE BRAND PRODUCTS
You agree not to use any Trademark as part of any corporate or
legal business name, with any prefix, suffix or other modifying
words, terms, designs or symbols or in any modified form. You
agree not to use any Trademark or similar commercial symbol in
performing or selling any unauthorized services or products or in
any other manner we have not expressly authorized in writing. You
agree to display the Trademarks prominently in the manner we
prescribe on forms, invoices, stationery, business cards,
promotional materials and other advertising and marketing materials
and to use any notices of trademark and service mark registrations
that we specify. You may not use the Trademarks in any manner we
have not authorized.
C. DISCONTINUANCE OF USE OF MARKS.
If it becomes advisable at any time in our sole discretion for
us and/or you to modify or discontinue using any Mark and/or use
one or more additional or substitute trade or service marks, you
agree to comply with our directions within a reasonable time after
receiving notice. We need not reimburse you for your expenses in
making these changes, for any loss of revenue attributable to any
modified or discontinued Mark or for any expenditures you make to
promote a modified or substitute trademark or service mark.
D. NOTIFICATION OF INFRINGEMENTS AND CLAIMS.
You agree to notify us immediately of any apparent
infringement of or challenge to your use of any Trademark and of
any claim by any person of any rights in any Trademark. We will
have sole discretion to take the action we deem appropriate and the
right to control exclusively any litigation or administrative or
other proceeding arising out of any infringement, challenge or
claim or otherwise relating to any Trademark. You agree to sign
any documents, give any assistance and perform any acts that our
attorneys deem necessary or advisable to protect and maintain our
interest in any litigation or proceeding related to any Trademark
or otherwise to protect and maintain our interests in the
Trademarks.
E. INDEMNIFICATION FOR USE OF MARKS.
We agree to reimburse you for all damages for which you are
held liable in any proceeding arising out of your authorized use of
any Mark under this Agreement and for all costs you reasonably
incur in defending any such claim brought against you or any such
proceeding in which you are named as a party, if you have timely
notified us of the claim or proceeding and otherwise have complied
with this Agreement and our directions in responding to the claim
or proceeding. At our option, we may defend and control the
defense of any proceeding arising out of your use of any Mark under
this Agreement.
6. RELATIONSHIP OF THE PARTIES/INDEMNIFICATION.
A. INDEPENDENT CONTRACTORS.
You acknowledge and agree that this Agreement does not create
a fiduciary relationship between you and us, that you are an
independent contractor and that nothing in this Agreement is
intended to make either party a general or special agent, joint
venturer, partner or employee of the other party for any purpose.
You agree to operate the Franchised Distributorship under your own
business name (which may not include or suggest any Trademark).
You agree to identify yourself conspicuously in all dealings with
customers, suppliers, public officials, employees, Consultants and
others as the owner of the Franchised Distributorship under a
Franchise Agreement with us and to place any other notices of
independent ownership that we may require from time to time on your
forms, business cards, stationery and advertising and other
materials.
B. NO LIABILITY FOR ACTS OF OTHER PARTY.
Except as this Agreement expressly authorizes, neither party
to this Agreement may make any express or implied agreements,
warranties, guarantees or representations or incur any debt in the
name or on behalf of the other party or represent to any person,
entity or government agency that the relationship between the
parties is other than that of franchisor and franchisee. We will
not be liable for any representations or warranties you make that
are not expressly authorized under this Agreement, for any
agreements you enter, for any of your actions or failures to act or
for your failure to comply fully with this Agreement. We will not
be liable for any damages to any person or property directly or
indirectly arising out of the Franchised Distributorship's
operation.
C. TAXES.
We will have no liability for any sales, use, service,
occupation, excise, gross receipts, income, property or other taxes
levied against you or your assets (or upon us) in connection with
the sales made or business conducted by you and/or Consultants,
payments you make to us under this or any related agreements or
payments we make to you under this Agreement (except our own income
taxes and any taxes we are required by law to collect from you on
purchases from us).
D. INDEMNIFICATION.
You agree to indemnify, defend and hold harmless us and our
Affiliates, and our respective shareholders, directors, officers,
employees, agents, successors and assigns (the "Indemnified
Parties"), against and to reimburse any one or more of the
Indemnified Parties for all claims, obligations and damages
described in this Paragraph, any and all taxes described in
Paragraph C of this Section and any and all claims and liabilities
directly or indirectly arising out of your operation of the
Franchised Distributorship or your breach of this Agreement. For
purposes of this indemnification, "claims" include all obligations,
judgments, settlements, damages (actual, consequential or
otherwise) and costs that an Indemnified Party reasonably incurs in
defending any claim against it, including, without limitation,
reasonable accountants', arbitrators', attorneys' and expert
witness fees, costs of investigation and proof of facts, court
costs, other expenses of litigation, arbitration or alternative
dispute resolution and travel and living expenses. Indemnified
Parties may defend any claims against them at your expense. This
indemnity will continue in full force and effect subsequent to and
notwithstanding this Agreement's expiration or termination.
7. FEES AND PAYMENTS.
A. INITIAL FEES.
You need not pay any initial fee or other type of franchise
fee in connection with entering into or performing under this
Agreement. You must, however, pay for goods and services you order
from us (as provided below).
B. TERMS OF SALE TO FRANCHISEE.
We will publish from time to time a price list for TUPPERWARE
Products and Marketing Materials available for sale to you and/or
Consultants according to our policies and procedures. You agree to
accept and pay for all TUPPERWARE Products, Marketing Materials and
other items you order from us according to the price list and the
applicable freight charges and shipping, handling and similar fees
we publish from time to time. We may impose any customer handling,
shipping and similar charges whenever we deem appropriate, and you
agree to pay these charges within the timeframe we specify. We
will deliver all TUPPERWARE Products, Marketing Materials and other
items ordered from us according to the procedures described in the
Operating Manuals or elsewhere. You agree to maintain your account
with us according to the terms of payment we establish with you
from time to time and within any line of credit that you establish
with us. If you fail to make any payments to us on or before their
due dates or otherwise to maintain your account with us according
to the payment terms we have established, we may require you to use
our designated accounting services until we believe, in our sole
discretion, that your failures have been corrected and are not
likely to recur. We will charge you our then current fee if you
use our designated accounting services. In addition, we have the
right not to sell any more TUPPERWARE Products to you until all
payments due are made or to condition any sale on your paying for
the TUPPERWARE Products before we ship them to you or others.
These rights are in addition to our other rights and remedies under
this Agreement and applicable law.
C. INTEREST ON LATE PAYMENTS.
All amounts which you owe us will, at our option, bear
interest after their due dates at the rate of one and one-half
percent (1.5%) per month or the highest contract rate of interest
permitted by law, whichever is less. This Paragraph is not our
agreement to accept any payments after they are due or our
commitment to extend credit to, or otherwise finance your operation
of, the Franchised Distributorship. Your failure to pay all
amounts when due is a ground for terminating this Agreement, as
provided in Section 15, despite this Paragraph's provisions.
D. APPLICATION OF PAYMENTS.
When we receive a payment from you, or money owed to you comes
into our possession, we will have the right to apply it as we see
fit in our sole discretion to any of your past due indebtedness to
us or our Affiliates, whether for purchases or other charges,
regardless of how you may designate a particular payment to be
applied.
8. CONFIDENTIAL INFORMATION.
You acknowledge and agree that the Confidential Information
gives us, our Franchised Tupperware Distributorships and
Consultants a competitive benefit. Confidential Information is
confidential, may include our trade secrets and is disclosed to you
solely on the condition that you agree, and you do agree, that you:
(1) will not use the Confidential Information other than in
operating the Franchised Distributorship;
(2) will maintain the absolute confidentiality of the
Confidential Information;
(3) will not make unauthorized copies of any records (in
written, electronic or other form) disclosing the Confidential
Information; and
(4) will adopt and implement all reasonable procedures we
prescribe from time to time to prevent disclosure of the
Confidential Information, including, but not limited to,
restrictions on disclosure to Consultants and employees and using
nondisclosure and/or noncompetition agreements we prescribe for
Consultants or employees who have access to the Confidential
Information.
The restrictions on your disclosure and use of the
Confidential Information will not apply to the following:
(a) disclosure or use of information, methods or techniques which
are generally known and used by other businesses selling household
products through personal demonstrations or methods similar to the
home party plan (as long as the general knowledge is not due to
your disclosure and the disclosure or use otherwise is not
prohibited by this Agreement), if you have first given us written
notice of your intended disclosure and/or use; and (b) disclosure
of the Confidential Information in legal proceedings when you are
legally required to disclose it, if you have first given us the
opportunity to obtain an appropriate legal protective order or
other assurance satisfactory to us that the information required to
be disclosed will be treated confidentially.
9. EXCLUSIVE RELATIONSHIP.
You agree that you will use your best efforts to promote, sell
and distribute through the Franchised Distributorship all
TUPPERWARE Products. You agree not to promote, offer, sell or
otherwise distribute through the Franchised Distributorship any
products or services other than TUPPERWARE Products without our
prior written approval.
You agree that we could not protect the Confidential
Information against unauthorized use or disclosure or encourage a
free exchange of ideas and information among our Franchised
Tupperware Distributorships if they and their immediate family
members could hold interests in or perform services for any
businesses marketing Competing Products or using marketing methods
similar to the Marketing Methods. We have entered this Agreement
with you on the express condition that, during its term, neither
you nor any member of your immediate family will have any direct or
indirect interest as a disclosed or beneficial owner in, or perform
services as a director, officer, manager, employee, consultant,
representative or agent for: (a) any business or association which
promotes or sells Competing Products; or (b) any business or
association that franchises, licenses or develops businesses in the
United States or Canada that promote or sell Competing Products; or
(c) any business or association that sells goods for household use,
other than Competing Products, using methods similar to the
Marketing Methods (including the home party plan and personal
demonstrations); or (d) any business or association that
franchises, licenses or develops businesses in the United States or
Canada that promote or sell goods for household use, other than
Competing Products, using methods similar to the Marketing Methods
(including the home party plan and personal demonstrations).
10. IMAGE AND OPERATING PROCEDURES.
A. PREMISES.
You agree to operate the Franchised Distributorship at and
from the Premises (as described in Exhibit B to this Agreement),
which may be your home. You represent that the Premises are
suitable and adequate for your storage needs for TUPPERWARE
Products and Marketing Materials and for operating the Franchised
Distributorship (other than holding Consultant sales
presentations).
If the Premises are not your home, you agree to maintain the
Premises in good condition, repair, cleanliness and neatness. You
acknowledge that we have an interest in the location of the
Premises and agree in all cases that you will not relocate the
Premises or use any other premises as office or storage facilities
for the Franchised Distributorship without our prior written
approval. However, you may hold sales presentations for
Consultants at suitable locations away from the Premises. If you
operate your Franchised Distributorship from your home, you must
conduct sales presentations at appropriate meeting spaces outside
your home.
B. TUPPERWARE CONSULTANTS.
You acknowledge and agree that our method of distributing
TUPPERWARE Products through Franchised Tupperware Distributorships
has been based primarily upon the promotion and sale of TUPPERWARE
Products by Consultants appointed by our Franchised Tupperware
Distributorships according to our policies and Marketing Methods.
You understand the importance of recruiting and rewarding
Consultants using the Marketing Methods and agree that you will
fully and faithfully follow the Marketing Methods in all aspects of
recruiting, rewarding, motivating and otherwise dealing with
Consultants. You agree to coordinate the promotional and sales
activities of all Consultants you appoint and to use your best
efforts to instill in Consultants the "Sharing Opportunity." You
may enter into Consultant contracts only with persons of good
character who have sufficient aptitude to be Consultants and
otherwise meet our standards and must make available to all
Consultants the Marketing Materials that we recommend for
Consultants. You agree not to deviate in any way from the
Marketing Methods (including policies and incentive programs
pertaining to the recruitment of and relations with Consultants)
without our prior written approval. You agree to follow our
instructions concerning the release of new TUPPERWARE Products and
beginning promotions and related sales and marketing programs.
C. STANDARDS AND PROCEDURES.
You acknowledge that operating the Franchised Distributorship
under our standards of service and quality and according to the
"Sharing Opportunity" is important to us, our other Franchised
Tupperware Distributorships and Consultants. We will endeavor to
maintain high standards of quality and service for all Franchised
Tupperware Distributorships. To this end, you agree to cooperate
with us by maintaining those high standards of quality and service
in operating the Franchised Distributorship. You agree to comply
with all mandatory standards and operating procedures relating to
the distribution of TUPPERWARE Products, recruitment of and
relations with Consultants and operation of the Franchised
Distributorship, whether or not part of the Marketing Methods. You
agree to participate in any national promotions that we conduct
(although you may determine the prices at which you sell TUPPERWARE
Products). Any mandatory standards and operating procedures
(whether or not part of the Marketing Methods) that we prescribe
from time to time in the Operating Manuals, or otherwise
communicate to you in writing, will be considered provisions of
this Agreement as if fully set forth in this Agreement. All
references to "this Agreement" include all of these mandatory
standards and operating procedures.
D. MAINTENANCE AND REFURBISHING OF PREMISES AND VEHICLES.
You agree to maintain the condition and appearance of the
Premises (if your Franchised Distributorship is not home-based) and
any vehicles (regardless of the location of your Franchised
Distributorship) used in the Franchised Distributorship under our
standards and to effect any interior and exterior cleaning, repair,
maintenance and refurbishing of the Premises and vehicles,
including periodic painting and decorating and replacement of worn
out or obsolete furniture, furnishings, equipment and signs, that
we reasonably require from time to time.
E. COMPLIANCE WITH LAWS AND GOOD BUSINESS PRACTICES.
You agree to secure and maintain in force in your name all
required licenses, permits and certificates relating to the
operation of the Franchised Distributorship. You agree to operate
the Franchised Distributorship in full compliance with all
applicable laws, ordinances and regulations, including, without
limitation, all government regulations relating to workers'
compensation insurance, unemployment insurance and withholding and
paying federal, state and local taxes. All advertising and
promotion you use must be completely factual and in good taste (in
our judgment), conform to high standards of ethical advertising and
be approved by us in writing before you use them. You may not use
any materials that we have disapproved or have not yet authorized
for release to Consultants and the public. In all your dealings
with us, Consultants, customers, potential customers and public
officials, you must adhere to high standards of honesty, integrity,
fair dealing and ethical conduct. You agree to refrain from any
business or advertising practice that may harm us or the goodwill
associated with the Trademarks, Consultants or other Franchised
Tupperware Distributorships. You must notify us in writing within
five (5) days after the commencement of any action, suit or
proceeding, or the issuance of any order, writ, injunction, awards
or decree of any court, agency or other governmental unit, which
may adversely affect our, your or any other Franchised Tupperware
Distributorship's operation, financial condition or reputation.
F. FORMS AND INVOICES.
You agree to use the invoices, purchase orders and other forms
that we approve. You must obtain the forms from us or suppliers we
approve to produce them using the Trademarks.
G. CUSTOMER RELATIONS/WARRANTIES.
You agree to provide prompt and conscientious service to all
consumers serviced through the Franchised Distributorship and all
Consultants and to use your best efforts to make or cause prompt
delivery of TUPPERWARE Products and Marketing Materials to
Consultants and/or consumers. You agree to respond to customer
complaints and inquiries promptly and courteously and to comply
strictly with policies and procedures we prescribe relating to
customer service and warranties for TUPPERWARE Products.
H. INSURANCE.
During the term of the Franchise, you must maintain in force,
under insurance policies issued by carriers acceptable to us,
comprehensive general and motor vehicle liability insurance against
claims for bodily injury, death and property damage caused by or
occurring in connection with the Franchised Distributorship's
operation, and insuring the Premises and any of your vehicles,
under one or more insurance policies containing the minimum
liability coverage we prescribe from time to time. We may
periodically increase the amounts of coverage required under these
insurance policies and require different or additional insurance at
any time, including excess liability insurance, to reflect
inflation, identification of new risks, changes in law or standards
of liability, higher damage awards or other relevant changes in
circumstances. These insurance policies must insure you, name us
as an additional insured and provide for thirty (30) days' prior
written notice to us of a policy's material modification,
cancellation or expiration. We will pay or credit your account
with us for the costs of naming us as an additional insured.
I. COMPUTER.
You must use in operating the Franchised Distributorship the
brands, models and types of computer hardware, peripheral equipment
and software that we prescribe from time to time. We may require
you to obtain specified items and may modify specifications for and
components of this computer system from time to time. Our
modification of specifications for the computer system's components
may require you to incur costs to purchase, lease and/or license
new or modified computer hardware and/or software and to obtain
service and support during this Agreement's term. You agree to
incur the costs of obtaining the computer hardware and software
comprising the computer system (or additions or modifications).
You acknowledge that any computer software developed by or for us
is our property, that you may use that software only in the manner
we authorize and that you may not copy, duplicate or modify the
software without our prior written consent.
11. REPORTS AND FINANCIAL STATEMENTS.
You agree to furnish us each week on the day we designate, in
the form we prescribe from time to time, a report of your and the
Consultants' activities and sales for the preceding week and any
other data, information and supporting records that we require.
Upon written notice, we may require you to prepare and submit to us
monthly and annual financial statements (including a balance sheet
and a profit and loss statement) reflecting the Franchised
Distributorship's operation and financial condition. You must
verify and sign each report and financial statement in the manner
we prescribe. As noted in Section 7.B. above, we may require you
to use our designated accounting services under certain
circumstances.
12. INSPECTIONS AND AUDITS.
A. COMPANY'S RIGHT TO INSPECT.
To determine whether you are complying with this Agreement,
the Marketing Methods and any other specifications, standards,
operating procedures and policies that we prescribe for operating
Franchised Tupperware Distributorships, to assess the service being
provided to Consultants and retail customers in the area served by
the Franchised Distributorship and to engage in market research and
testing, and in connection with our exercising our other rights
under this Agreement and conducting our business, we have the right
at any reasonable time to:
(1) inspect the Premises (unless it is your home) and
all vehicles and facilities used in operating the Franchised
Distributorship;
(2) contact, interview, observe and videotape you,
Consultants and employees while they conduct business;
(3) contact and interview hostesses and guests of
Tupperware parties held by Consultants; and
(4) take an inventory of any TUPPERWARE Products and
Marketing Materials in your possession and remove samples of
them for inspection and testing.
You agree to cooperate fully with our representatives making
these inspections, observations or interviews.
B. COMPANY'S RIGHT TO AUDIT.
We may at any time during business hours, upon forty-eight
(48) hours' prior notice to you, inspect and audit, or cause to be
inspected and audited, the business records, bookkeeping and
accounting records, sales, use and other tax records and returns
and other records of the Franchised Distributorship and any
Operating Company. You agree to cooperate fully with our
representatives and any independent accountants we hire to conduct
any inspection or audit.
13. TRANSFER.
A. BY COMPANY.
This Agreement is fully transferable by us and will inure to
the benefit of any transferee or other legal successor to our
interests in it.
B. FRANCHISEE MAY NOT TRANSFER WITHOUT APPROVAL OF COMPANY.
You understand and acknowledge that the rights and duties
created by this Agreement are personal to you and that we have
entered this Agreement with you in reliance upon your individual
(or collective) character, skill, aptitude, attitude, business
ability and financial capacity. Accordingly, neither this
Agreement, the Franchise (or any interest in the Franchise), any
ownership interest in an Operating Company nor the Franchised
Distributorship (or any interest in it) may be transferred without
our prior written approval. Any transfer without this approval is
a breach of this Agreement and conveys no rights to or interests in
this Agreement, the Franchise, the Operating Company or the
Franchised Distributorship. A transfer of this Agreement and the
Franchise (or any interest in them) may be made only with a
transfer of the Franchised Distributorship. As used in this
Agreement, the term "transfer" includes the voluntary, involuntary,
direct or indirect assignment, sale, gift or other disposition of
any interest in:
(1) this Agreement;
(2) the Franchise;
(3) the Franchised Distributorship or any of its
essential assets, including, without limitation, sales force
goodwill (other than sales or other dispositions of inventory
in the normal course of business); or
(4) the ownership of an Operating Company.
An assignment, sale or other disposition includes, without
limitation:
(a) the transfer of an interest in this Agreement, the
Franchise, the Franchised Distributorship or an Operating
Company in a divorce, dissolution or insolvency proceeding or
otherwise by operation of law;
(b) the transfer of an interest in this Agreement, the
Franchise, the Franchised Distributorship or an Operating
Company, in the event of your death, by will, declaration of
or transfer in trust or under the laws of intestate
succession;
(c) the transfer of ownership of a partnership interest
or capital stock in an Operating Company;
(d) merger or consolidation or issuance of additional
securities representing an ownership interest in an Operating
Company;
(e) any sale of common stock, or any security
convertible to common stock, of an Operating Company; and
(f) pledge of this Agreement or the Franchised
Distributorship's assets as security, foreclosure upon the
Franchised Distributorship or any of its assets or your
transfer, surrender or loss of possession, control or
management of the Franchised Distributorship.
C. CONDITIONS FOR APPROVAL OF TRANSFER.
If you are fully complying with this Agreement, then, subject
to the other provisions of this Section 13, we will not
unreasonably withhold our approval of a transfer that meets all the
applicable requirements of this Agreement. The proposed transferee
must be an individual of good character and otherwise meet our then
applicable standards and criteria for new owners of Franchised
Distributorships. If the transfer is of this Agreement or a
controlling interest in the Franchised Distributorship, or is one
of a series of transfers (regardless of the period of time over
which these transfers take place) which taken together would
constitute the transfer of this Agreement or a controlling interest
in the Franchised Distributorship, we may impose additional
conditions. The conditions that we may require you and/or the
transferees (as applicable) to satisfy before, or concurrently
with, the effective date of the transfer are:
(a) The transferee must have sufficient business
experience, aptitude and financial resources to operate the
Franchised Distributorship;
(b) You must pay any amounts owed for purchases from us
and our Affiliates and all other amounts owed to us or our
Affiliates which then are unpaid;
(c) The transferee must complete to our satisfaction any
orientation program we then require for Franchised Tupperware
Distributorships;
(d) The transferee must assume and agree to be bound by
all terms and conditions of this Agreement for the remainder
of its term or, at our option, sign our then current form of
franchise agreement (which may provide for different rights
and obligations than those provided in this Agreement) for a
term equal to the remaining term under this Agreement;
(e) You (and each owner of an interest in the Operating
Company) must execute a general release, in a form
satisfactory to us, of any and all claims against us, our
Affiliates and our and their respective officers, directors,
employees and agents;
(f) We must have reviewed the material terms and
conditions of the transfer to determine to our satisfaction
(without representing to you or the transferee) that the price
and terms of payment are not so burdensome as to affect
adversely the transferee's operation of the Franchised
Distributorship (this does not apply to transfers by gift,
bequest or inheritance);
(g) If you or any shareholder in an Operating Company
finances any part of the sale price of the transferred
interest, you and/or that shareholder must agree that all of
the transferee's obligations under any promissory notes,
agreements or security interests that you or your owners have
reserved in the assets of the Franchised Distributorship will
be subordinate to the transferee's obligations to pay amounts
owed to us and our Affiliates for purchases and other items
and otherwise to comply with this Agreement and any other
agreements with us; and
(h) You (and each owner of an interest in the Operating
Company) must, for a two (2) year period commencing on the
effective date of the transfer, comply with the restrictions
set forth in Section 16.D. below.
If two or more persons own the Franchised Distributorship, we
granted the Franchise to you based on the collective qualifications
of all owners. Accordingly, if one owner proposes to transfer its
interest, we also may require the transferee to possess
qualifications and experience which, when combined with the
qualifications and experience of the remaining owner(s), will meet
our standards and expectations regarding the Franchised
Distributorship's overall management and operation.
D. DEATH OR INCAPACITY OF FRANCHISEE.
If you die or become permanently incapacitated, your personal
representative must transfer your interest in this Agreement, the
Franchise and the Franchised Distributorship to a third party (whom
we approve) within a reasonable time, not to exceed nine (9) months
from the date of death or permanent incapacity. The transfer will
be subject to all the terms and conditions applicable to transfers
contained in this Section 13. Failure to dispose of the interest
in this Agreement, the Franchise and the Franchised Distributorship
within this period of time will be a breach of this Agreement. The
term "permanently incapacitated" means a mental or physical
disability, impairment or condition that is reasonably expected to
prevent or actually does prevent you from managing and operating
the Franchised Distributorship for ninety (90) days or more. Until
your interest in this Agreement, the Franchise and the Franchised
Distributorship is transferred as required, we have the right (but
not the obligation) to appoint a manager to operate the Franchised
Distributorship (even if there is another living owner). You must
reimburse us for our expenses of providing management services. We
may cease providing those services at any time.
We also have the right (but not the obligation) to appoint a
manager to operate the Franchised Distributorship (even if there is
another living owner) if you become "incapacitated," although not
permanently incapacitated. The term "incapacitated" means a mental
or physical disability, impairment or condition that is reasonably
expected to prevent or actually does prevent you from managing and
operating the Franchised Distributorship for any period of time.
You must reimburse us for our expenses of providing management
services, which we may cease providing at any time.
E. EFFECT OF CONSENT TO TRANSFER.
Our consent to a proposed transfer under this Section 13 will
not be a guarantee of the transferee's success or a waiver of any
claims we may have against you or of our right to demand the
transferee's exact compliance with this Agreement.
F. COMPANY'S RIGHT OF FIRST REFUSAL.
If you at any time determine to sell an interest in this
Agreement, the Franchise or the Franchised Distributorship, you
must obtain a bona fide, executed written offer from a responsible
and fully disclosed purchaser and immediately submit a true and
complete copy of the offer (and any proposed "side" or ancillary
agreements) to us. The offer must apply only to an interest in
this Agreement, the Franchise or the Franchised Distributorship.
It may not include the purchase of any other property or rights,
but, if the offeror proposes to buy any other property or rights
from you under a separate offer, the price and terms of purchase
offered to you for the interest in this Agreement, the Franchise or
the Franchised Distributorship must reflect the bona fide price
offered for that interest and not reflect any value for any other
property or rights. We will have the right, exercisable by written
notice delivered to you within thirty (30) days after we receive
both an exact copy of the offer and all other information we
request, to purchase the interest for the price and on the terms
and conditions contained in the offer, provided that we may
substitute cash for any form of payment proposed in the offer, our
credit will be deemed equal to the credit of any proposed purchaser
and we will have not less than sixty (60) days to prepare for
closing. We may purchase the interest subject to all customary
representations and warranties given by the seller of the assets of
a business (including, without limitation, representations and
warranties as to ownership and condition of and title to assets;
liens and encumbrances relating to the assets; validity of
contracts; and liabilities affecting the assets). If we do not
exercise our right of first refusal, you may complete the sale to
the purchaser on the exact terms of the original offer, subject to
our approval of the transfer as provided in Paragraphs B and C of
this Section. However, if the sale to the purchaser is not
completed within ninety (90) days after delivery of the offer to
us, or if there is a material change in the terms of the sale
(which you agree promptly to communicate to us), we will have an
additional right of first refusal for thirty (30) days following
either the expiration of the ninety (90) day period or notice to us
of the material change(s) in the terms of the sale, either on the
terms originally offered or the modified terms, at our option.
G. OPERATION THROUGH A CORPORATION.
If you wish to operate the Franchised Distributorship through
a corporation (referred to as the "Operating Company"), we will
allow you to do so under certain conditions. You (and, if the
Franchisee is more than one individual, all individuals
collectively) must at all times own not less than seventy percent
(70%) of the equity interests in the Operating Company, have at
least the percentage of voting power in the Operating Company
needed to authorize a transfer of substantially all of its assets,
have the power to control the operation and transfer of the
Franchised Distributorship and be the Operating Company's principal
officers. The Franchised Distributorship must be the only business
that the Operating Company conducts and must be operated solely by
the Operating Company. The Operating Company must assume all your
liabilities and obligations under or relating to the Franchised
Distributorship, but you will be jointly and severally liable for
all of the Operating Company's obligations. You may operate the
Franchised Distributorship through an Operating Company only under
a separate written agreement with us in the form we require. Under
that agreement, you will retain all renewal rights, and the
Operating Company will not have any renewal rights of its own. If
you renew by signing a new franchise agreement and related
documents, you must sign them, and the Operating Company may
continue operating the Franchised Distributorship only if we, you
and the Operating Company sign a new agreement containing the terms
and conditions we then prescribe.
H. COMPLIANCE WITH STATE AND FEDERAL LAWS.
You agree that, in any proposed transfer of an interest in
this Agreement, the Franchise, the Franchised Distributorship or an
Operating Company, you will comply, and assist us in complying,
with any laws that apply to the transfer, including state and
federal laws governing the offer and sale of franchises.
14. RENEWAL OF FRANCHISE.
This Agreement will be renewed automatically for a renewal
period of one (1) year when its initial term or then current
renewal period expires unless:
(a) You have given us written notice, not less than
ninety (90) days before the end of the initial term or then
current renewal period, that you elect not to renew the
Franchise; or
(b) We have given you written notice, not less than
ninety (90) days before the end of the initial term or then
current renewal period, that we will renew the Franchise only
on the condition that you execute the standard form of
franchise agreement and ancillary agreements we then are using
for renewing or granting franchises for Franchised Tupperware
Distributorships (modified as appropriate to reflect that it
pertains to the renewal of a franchise), which may contain
terms and conditions materially different from those contained
in this Agreement; or
(c) We have given you written notice, not less than
ninety (90) days before the end of the initial term or then
current renewal period, that we will not renew the Franchise
due to your failure to comply substantially with this
Agreement during the initial term or then expiring renewal
period; or
(d) Both we and you agree not to renew the Franchise.
If renewal of the Franchise is subject to subparagraph (b)
above, you must sign and deliver to us, within thirty (30) days
after you receive them, the form of franchise agreement and
ancillary agreements we then are using, which may include, without
limitation, general releases of any and all claims against us and
our Affiliates and our and their respective shareholders, officers,
directors, employees and agents.
We may extend the term of this Agreement for the period of
time necessary to give you the notice of nonrenewal required by
this Agreement or applicable law.
15. TERMINATION.
A. BY FRANCHISEE.
You may terminate this Agreement at any time, with or without
cause, by giving us not less than sixty (60) days' prior written
notice of your election to terminate. We and you also may
terminate this Agreement at any time by mutual consent.
B. BY COMPANY.
This Agreement will terminate immediately upon delivery of
written notice of termination to you if you, any owner of an
Operating Company or, as appropriate, the Franchised
Distributorship:
(1) fails to satisfy the annual or quarterly performance
criteria within the Primary Area of Promotion, as provided in
Section 3 and Exhibit E;
(2) abandons, or surrenders or transfers control of, the
Franchised Distributorship's operation without our prior
written approval;
(3) makes any material misrepresentation or omission in
applying for the Franchise or operating the Franchised
Distributorship;
(4) is convicted by a trial court of, or pleads no
contest to, a felony or other crime or offense;
(5) engages in any dishonest or unethical conduct that
is likely to affect adversely the reputation of your
Franchised Distributorship, us, TUPPERWARE Products or any
other Franchised Tupperware Distributorship;
(6) interferes with our inspection or audit rights, as
provided in Section 12 of this Agreement;
(7) fails to make the required transfer upon death or
permanent incapacity;
(8) fails to pay when due any federal or state income,
sales or other taxes due on the Franchised Distributorship's
operation, unless you are in good faith contesting your
liability for these taxes;
(9) makes any unauthorized use of the Marks or any
unauthorized use or disclosure of the Operating Manuals or
other Confidential Information;
(10) makes an unauthorized transfer of any interest in
this Agreement, the Franchise, the Franchised Distributorship
or an Operating Company; or
(11) (i) fails on three (3) or more separate occasions
within any period of six (6) consecutive months to submit when
due reports or other data, information or supporting records,
to pay when due amounts owed for purchases from us or our
Affiliates or other items or otherwise to comply with this
Agreement, whether or not any of these failures to comply are
corrected after you receive notice of default, or (ii) fails
on two (2) or more separate occasions within any period of six
(6) consecutive months to comply with the same obligation
under this Agreement, whether or not the failures are
corrected after you receive notice of default.
In addition to these grounds for terminating the Agreement
immediately without your having an opportunity to cure, this
Agreement will terminate without further action by us or notice to
you if you:
(a) fail (i) to comply strictly with our customer
service and warranty requirements or (ii) to follow our
instructions concerning the release of new TUPPERWARE Products
and beginning promotions and related sales and marketing
programs and do not correct the failures in subparagraphs (i)
or (ii) within seven (7) days after written notice of the
failure is delivered to you; or
(b) fail to make payments of any amounts due to us or
our Affiliates for purchases or any other reason and do not
correct the failure within ten (10) days after written notice
of the failure is delivered to you; or
(c) fail to comply with any other provision of this
Agreement or any mandatory standard or operating procedure we
prescribe and do not correct the failure within thirty (30)
days after written notice of the failure to comply is
delivered to you.
C. OUR OTHER RIGHTS UPON DEFAULT.
In addition to and without limiting our other rights and
remedies if you default under this Agreement, we have certain
rights that we may exercise in our sole discretion after we give
you any notice of your default under this Agreement and until the
default is fully cured. Our rights include (but are not limited
to) the following:
(a) the right to condition the shipment or sale of goods
to you on our receipt of full payment for the goods with your
order;
(b) the right to suspend any and all services provided
on a fee for service basis if we do not receive full payment
for the services in advance;
(c) the right to manage the Franchised Distributorship
for you, as provided below;
(d) the right to prohibit you and your agents and
employees from attending any and all meetings, conferences or
training sessions we hold or sponsor; and
(e) the right to suspend the dissemination to you of any
and all publications, materials or updated information for
Franchised Distributorships.
Our exercising the rights under this Paragraph will not be a
defense for you to our enforcement of any provision of this
Agreement or suspend or release you from or waive any obligation
that you otherwise would owe to us or our Affiliates.
If we have the right to assume the management of the
Franchised Distributorship, we have sole discretion to determine
whether to exercise that right and when to cease our management.
You agree to cooperate fully with us if we exercise our management
right. Our management of the Franchised Distributorship under this
Paragraph will be as your agent on your behalf and not as a partner
or joint venturer with you. As manager, we may do all things
necessary or appropriate to operate the Franchised Distributorship
under this Agreement, including to control all receipts and
disbursements of the Franchised Distributorship. We will not be a
fiduciary but will have a duty only to utilize our reasonable
efforts to manage the Franchised Distributorship under this
Agreement. We will not be liable to you or any third party for any
debts, losses or obligations the Franchised Distributorship incurs
during our management or otherwise.
16. RIGHTS AND OBLIGATIONS OF COMPANY AND FRANCHISEE UPON
TERMINATION OR EXPIRATION OF THE FRANCHISE.
A. PAYMENT OF AMOUNTS OWED TO COMPANY.
You agree to pay us within fifteen (15) days after this
Agreement terminates or expires, or on any later date that the
amounts due to us are determined, any amounts owed for purchases
from us or our Affiliates and all other amounts owed to us or our
Affiliates which then are unpaid.
B. TRADEMARKS.
You agree that, after this Agreement terminates or expires;
you will:
(1) not directly or indirectly at any time or in any
manner identify yourself or any business as our current or
former franchisee or licensee or as otherwise associated with
us, use any of the Trademarks or any colorable imitation of a
Trademark in any manner or for any purpose or use for any
purpose any trade name, trademark or service mark or other
commercial symbol that suggests or indicates a connection or
association with us;
(2) remove all of the Trademarks from any facilities and
vehicles you have used and return to us or destroy all
invoices, purchase orders, advertising and marketing
materials, forms and other materials containing any Trademark
or otherwise identifying or relating to a Franchised
Tupperware Distributorship;
(3) take any action that may be required to cancel all
fictitious or assumed name or equivalent registrations
relating to your use of any Trademark; and
(4) within thirty (30) days after this Agreement
terminates or expires, give us evidence satisfactory to us of
your compliance with these obligations.
C. RETURN OF CONFIDENTIAL MATERIAL.
You agree that, after this Agreement terminates or expires,
you will immediately cease using in any business or otherwise the
Confidential Information disclosed to you under this Agreement and
return to us all copies of the Operating Manuals which we have
loaned you and any other materials that contain any Confidential
Information, including computer software.
D. NONSOLICITATION AND NONCOMPETITION.
To protect our Confidential Information and the goodwill
associated with Franchised Tupperware Distributorships, you agree
that for a period of two (2) years beginning on the date this
Agreement terminates or expires:
(1) you will not, directly or indirectly, solicit any
person who was your Consultant during any part of the year
preceding the date of termination or expiration to engage as
an employee or independent contractor in any business which
promotes, distributes or sells (a) Competing Products or
(b) consumer goods or services (other than Competing Products)
using methods similar to the Marketing Methods (including the
home party plan and personal demonstrations); and
(2) you will not, directly or indirectly, on your own
account or otherwise, engage in any business or activity
involving the promotion, distribution or sale of (a) Competing
Products or (b) goods or services (other than Competing
Products) in whole or in part through the use of methods
similar to the Marketing Methods (including the home party
plan and personal demonstrations).
E. COMPANY OPTION TO PURCHASE PRODUCTS.
When this Agreement terminates or expires, we have the right
to purchase all or any part of your inventory of TUPPERWARE
Products and Marketing Materials. The purchase price will be our
then current price (but not to exceed the amount you originally
paid for the inventory) to Franchised Tupperware Distributorships
for the TUPPERWARE Products and Marketing Materials that are part
of our then current line and our then current standard repurchase
allowance for obsolete TUPPERWARE Products and Marketing Materials.
F. CONTINUING OBLIGATIONS.
All obligations of this Agreement (whether yours or ours)
which expressly or by their nature survive the expiration or
termination of this Agreement will continue in full force and
effect after the expiration or termination until they are satisfied
in full or by their nature expire.
17. ENFORCEMENT.
A. SEVERABILITY AND SUBSTITUTION OF VALID PROVISIONS.
The provisions of this Agreement are deemed to be severable.
If any court, agency or other tribunal with proper jurisdiction in
a proceeding to which we are a party holds, in a final unappealable
ruling, that any part of this Agreement is invalid or conflicts
with any applicable law, that ruling will not affect that part of
this Agreement unless and until: (1) if you are party to that
proceeding, the time for appeal expires; or (2) if you are not a
party to that proceeding, we give you written notice that we will
not enforce that part of this Agreement and/or will modify this
Agreement according to the ruling. In either case, we and you
agree that the only effect of the ruling and our nonenforcement of
the invalid or unenforceable part of this Agreement will be that
the invalid part(s) will be deleted from this Agreement or modified
according to the ruling, and the parts of this Agreement which are
meaningful after the deletion or modification of the invalid part
will continue to be effective and bind you and us.
To the extent that either Section 9 or Section 16.D. is deemed
unenforceable because of its scope in terms of area, activity
prohibited or length of time, you agree that the unenforceable
provision will be deemed modified or limited to the extent and in
the manner necessary to make that particular provision valid, and
to make your obligations enforceable to the fullest extent
possible, under the laws applicable to the covenant's validity.
If any provision of this Agreement is inconsistent with any
law applicable to this Agreement or the Franchise which requires a
greater advance notice of the termination or nonrenewal of this
Agreement than is required under this Agreement, or the taking of
some other action which is not required by this Agreement, then
both parties will comply with the requirements of that law as if
they were substituted for the inconsistent provision of this
Agreement or added to this Agreement. If any law applicable to
this Agreement or the Franchise makes any provision of this
Agreement (including any mandatory specification, standard or
operating procedure we prescribe) invalid or unenforceable, then we
will have the right, in our sole discretion, to modify that
provision to the extent necessary to make it valid and enforceable.
You agree to be bound by each provision of this Agreement to the
greatest extent to which you may lawfully be bound.
B. WAIVER.
(1) Unilateral Waiver. Either you or we may, by written
notice, unilaterally waive or reduce any obligation of or
restriction on the other party under this Agreement. The waiver or
reduction may be revoked at any time for any reason on ten (10)
days' written notice.
(2) No Guarantees. If we give you any waiver, approval,
consent or suggestion, or if we delay our response or deny any
request for waiver, approval or consent, we will not be deemed to
have made any warranties or guarantees on which you may rely and
will not assume any liability or obligation to you.
(3) No Waiver. If at any time we do not exercise a right
available under this Agreement or do not insist on your compliance
with the terms of the Agreement, or if a custom or practice
develops which is inconsistent with this Agreement, we will not
have waived the right to demand compliance with any of the terms of
this Agreement at a later time. Similarly, the waiver of any
particular breach or series of breaches under this Agreement or of
any term in any other agreement between you and us will not affect
our rights with any later breach. It will not be a waiver of any
breach of this Agreement for us to accept payments which are due to
us under this Agreement. Any agreement that we have, or any action
that we take, with another Franchised Tupperware Distributorship
will have no effect on our rights under this Agreement or any
action we take with you.
C. CUMULATIVE REMEDIES.
The rights and remedies that this Agreement grants to either
party will not prohibit either party from exercising any other
right or remedy provided under this Agreement or permitted by law
or equity.
D. WRITTEN CONSENTS FROM COMPANY.
Whenever this Agreement requires our advance approval or
consent, you agree to make a timely written request for it. Our
approval or consent will not be valid unless it is in writing.
E. COSTS AND ATTORNEYS' FEES.
If we or any of our Affiliates incurs expenses due to your
failure to comply with this Agreement or to pay any amounts due to
us or our Affiliates, or for any other reason due to your actions
or inactions, you agree to reimburse us and our Affiliates for any
of the costs and expenses that we incur, including, without
limitation, reasonable accounting, attorneys', arbitrators' and
related fees.
F. GOVERNING LAW/CONSENT TO JURISDICTION.
ALL MATTERS RELATING TO ARBITRATION WILL BE GOVERNED
EXCLUSIVELY BY THE FEDERAL ARBITRATION ACT (9 U.S.C. Section 1 ET SEQ.).
EXCEPT TO THE EXTENT GOVERNED BY THE FEDERAL ARBITRATION ACT, THE
UNITED STATES TRADEMARK ACT OF 1946 (LANHAM ACT, 15 U.S.C. SECTIONS
1051 ET SEQ.), OR OTHER FEDERAL LAW, THIS AGREEMENT, THE FRANCHISE
AND THE RELATIONSHIP BETWEEN US AND YOU WILL BE GOVERNED BY THE
LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO ITS CONFLICT OF
LAWS PRINCIPLES, EXCEPT THAT ANY FLORIDA LAW REGULATING THE SALE OF
FRANCHISES OR GOVERNING THE RELATIONSHIP OF A FRANCHISOR AND ITS
FRANCHISEE WILL NOT APPLY UNLESS ITS JURISDICTIONAL REQUIREMENTS
ARE MET INDEPENDENTLY WITHOUT REFERENCE TO THIS PARAGRAPH.
YOU AGREE THAT WE MAY INSTITUTE ANY ACTION ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR OUR RELATIONSHIP THAT IS NOT REQUIRED
TO BE ARBITRATED IN ANY STATE OR FEDERAL COURT OF GENERAL
JURISDICTION IN THE STATE OF FLORIDA, AND YOU IRREVOCABLY SUBMIT TO
THE JURISDICTION OF THOSE COURTS AND WAIVE ANY OBJECTION YOU MAY
HAVE TO EITHER THE JURISDICTION OF OR VENUE IN THOSE COURTS.
G. BINDING EFFECT.
This Agreement is binding on and will inure to the benefit of
our successors and assigns and will be binding on and inure to the
benefit of your permitted successors, assigns, heirs, executors and
administrators.
H. ENTIRE AGREEMENT.
This Agreement, including the introduction and exhibits to it,
together with our Operating Manuals and other policies, constitutes
the entire agreement between you and us, and there are no other
oral or written understandings or agreements between you and us
concerning the subject matter of this Agreement. This Agreement
may be modified only by a written agreement signed by both you and
us.
I. NO LIABILITY TO OTHERS.
We will not, because of this Agreement or any approvals,
advice or services provided to you, be liable to any person or
legal entity who is not a party to this Agreement, and no other
party will have any rights because of this Agreement.
J. CONSTRUCTION.
All headings of the various sections and paragraphs of this
Agreement are for convenience only and do not affect the meaning or
construction of any provision. All references in this Agreement to
masculine, neuter or singular usage will be construed to include
the masculine, feminine, neuter or plural usages wherever
applicable. If two or more persons are the Franchisee, their
obligations and liabilities under this Agreement will be joint and
several, and the Franchisee will be deemed to be a general
partnership. A reference to "you" or "franchisee" includes each
individual partner and the partnership. Except where this
Agreement expressly requires that we reasonably approve or not
unreasonably withhold our approval of any of your actions or
requests, we have the absolute right to refuse any of your requests
or to withhold our approval of any of your actions or omissions.
K. MULTIPLE ORIGINALS.
The parties may execute multiple copies of this Agreement, and
each executed copy will be deemed an original.
L. INJUNCTIVE RELIEF.
Notwithstanding anything to the contrary contained in Section
17.M., each party has the right in a proper case to seek temporary
restraining orders and temporary or preliminary injunctive relief
from a court of competent jurisdiction. In that case, the parties
will contemporaneously submit their dispute for arbitration on the
merits according to Section 17.M.
M. ARBITRATION.
EXCEPT FOR CLAIMS RELATING TO THE VALIDITY OR OWNERSHIP OF THE
TRADEMARKS, AND EXCEPT AS WE MAY ELECT TO COLLECT AMOUNTS DUE UNDER
ANY PROMISSORY NOTE IN A JUDICIAL PROCEEDING, ALL CONTROVERSIES,
DISPUTES OR CLAIMS BETWEEN US (AND OUR AFFILIATES AND OUR
RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES)
AND YOU (YOUR OWNERS, AFFILIATES AND EMPLOYEES, IF APPLICABLE)
ARISING OUT OF OR RELATED TO:
(a) THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE
PARTIES OR ANY PROVISION OF ANY OF THESE AGREEMENTS;
(b) THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT;
(c) THE VALIDITY OF THIS AGREEMENT OR ANY OTHER
AGREEMENT BETWEEN THE PARTIES OR ANY PROVISION OF ANY OF THESE
AGREEMENTS; OR
(d) ANY STANDARD, SPECIFICATION OR OPERATING PROCEDURE
RELATING TO THE FRANCHISED DISTRIBUTORSHIP'S OPERATION
MUST BE SUBMITTED FOR ARBITRATION. ANY PARTY WITH A CLAIM SUBJECT
TO ARBITRATION MUST NOTIFY THE OTHER PARTY IN WRITING OF THE CLAIM
BEFORE SUBMITTING THE CLAIM FOR ARBITRATION TO ANY FORUM. IF THE
PARTIES HAVE NOT AGREED ON THE RESOLUTION OF THE DISPUTE WITHIN TEN
(10) DAYS AFTER DELIVERY OF THE NOTICE, THE CLAIM MAY BE SUBMITTED
FOR ARBITRATION ON DEMAND OF EITHER PARTY. ANY AND ALL ARBITRATION
PROCEEDINGS WILL BE GOVERNED BY THE PROVISIONS SET FORTH IN EXHIBIT
D, WHICH IS A PART OF THIS AGREEMENT.
N. WAIVER OF PUNITIVE DAMAGES AND JURY TRIAL.
EXCEPT FOR YOUR OBLIGATION TO INDEMNIFY US UNDER SECTION 6.D.
AND CLAIMS WE BRING AGAINST YOU FOR YOUR UNAUTHORIZED USE OF THE
MARKS OR UNAUTHORIZED USE OR DISCLOSURE OF ANY CONFIDENTIAL
INFORMATION, WE AND YOU WAIVE TO THE FULLEST EXTENT PERMITTED BY
LAW ANY RIGHT TO OR CLAIM FOR ANY PUNITIVE OR EXEMPLARY DAMAGES
AGAINST THE OTHER AND AGREE THAT, IN THE EVENT OF A DISPUTE BETWEEN
US AND YOU, THE PARTY MAKING A CLAIM WILL BE LIMITED TO EQUITABLE
RELIEF AND TO RECOVERY OF ANY ACTUAL DAMAGES IT SUSTAINS.
WE AND YOU IRREVOCABLY WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY, BROUGHT BY
EITHER OF US.
O. SECURITY INTEREST.
As security for your performing your obligations under this
Agreement, including paying us or our Affiliates for purchases, you
hereby grant us a security interest in: (1) all of the goods,
equipment, inventory, accounts, accounts receivable, general
intangibles (including, but not limited to, goodwill of the
Franchised Distributorship), instruments, documents and chattel
paper of the Franchised Distributorship, both presently owned and
hereafter acquired; (2) all accessories, substitutions, additions,
replacements, parts and accessions affixed to or used with any of
these; and (3) the products and proceeds of any and all of these.
You agree to execute any other documents we reasonably request to
further document, perfect and record our security interest. If you
default on any of your obligations under this Agreement, we may
exercise all rights of a secured creditor granted to us by law in
addition to our other rights under this Agreement and applicable
law.
P. NO WITHHOLDING PAYMENTS DUE TO US.
You agree that you will not withhold payment of any amounts
owed to us or our Affiliates on the grounds of our alleged
nonperformance of any of our obligations under this Agreement or
for any other reason whatsoever.
18. NOTICES AND PAYMENTS.
All written notices and reports permitted or required to be
delivered by the provisions of this Agreement or the Operating
Manuals will be deemed delivered at the earliest of the following
times: (a) the time delivered by hand, (b) one (1) business day
after transmission by telegraph, telecopy or other electronic
system or after placement with a commercial courier service for
next business day delivery, or (c) three (3) business days after
placement in the United States Mail by Registered or Certified
Mail, Return Receipt Requested, postage prepaid. All notices and
reports must be addressed to the party to be notified at its most
current principal business address of which the notifying party has
been notified. You agree to send all payments and required reports
to us at any address(es) we designate to you in writing. Any
required payment or report which we do not actually receive at the
correct address during regular business hours on the date due (or
postmarked by postal authorities at least two (2) days before it is
due) will be deemed delinquent.
19. ACKNOWLEDGEMENTS.
You acknowledge that you have received and have had the
opportunity to review, for not less than ten (10) business days, a
copy of our franchise offering circular describing certain
information about us and the terms of the Tupperware Franchise
Agreement. You acknowledge that you have read this Agreement and
our franchise offering circular and understand and accept the
terms, conditions and covenants contained in this Agreement as
being reasonably necessary to maintain our high standards of
quality and service and the uniformity of those standards for all
Franchised Tupperware Distributorships. You acknowledge that you
have conducted an independent investigation of the business venture
contemplated by this Agreement and recognize that it involves
business risks and that the venture's success is largely dependent
upon your business abilities. We have not made, and you
acknowledge that you have not received or relied upon, any
guarantee, express or implied, as to the revenue, profits or
likelihood of success of the Franchised Distributorship. You
acknowledge that you have not received or relied on any
representations about the Franchise or the Franchised
Distributorship by us or our officers, directors, employees or
agents that are contrary to the statements made in our franchise
offering circular or the terms of this Agreement.
The parties to this Agreement now execute and deliver this
Agreement as of the Agreement Date.
TUPPERWARE U.S., INC.,
a Delaware corporation FRANCHISEE (Print Name)
FRANCHISEE (Signature)
Gaylin Olson, President
FRANCHISEE (Print Name)
FRANCHISEE (Signature)<PAGE>
EXHIBIT A
TO THE FRANCHISE AGREEMENT
DATED ________________________ BY AND BETWEEN
TUPPERWARE U.S., INC.
AND ______________________________
The Primary Area of Promotion referred to in Section 1 of the
Agreement is:
TUPPERWARE U.S., INC.,
a Delaware corporation FRANCHISEE (Print Name)
FRANCHISEE (Signature)
Gaylin Olson, President
FRANCHISEE (Print Name)
FRANCHISEE (Signature)
<PAGE>
EXHIBIT B
TO THE FRANCHISE AGREEMENT
DATED BY AND BETWEEN
TUPPERWARE U.S., INC.
AND ______________________________
The Premises are located at:
TUPPERWARE U.S., INC.,
a Delaware corporation FRANCHISEE (Print Name)
FRANCHISEE (Signature)
Gaylin Olson, President
FRANCHISEE (Print Name)
FRANCHISEE (Signature)
<PAGE>
EXHIBIT C
AGREEMENT FOR THE
DESIGNATION OF AN OPERATING COMPANY
This Agreement is made and entered into this _____ day of
_________________, 19__ by and among TUPPERWARE U.S., INC., a
Delaware corporation ("Franchisor"),
(collectively, "Owner") and
_________________________________________________, a
____________________ corporation (the "Operating Company").
1. Recitals. Franchisor and Owner entered into that certain
TUPPERWARE Franchise Agreement dated __________________________,
19__ (the "Franchise Agreement") for Owner to operate a Franchised
TUPPERWARE Distributorship (the "Distributorship") from premises
located at ____________________________________. The Franchise
Agreement is incorporated into and made a part of this Agreement.
Owner wishes to operate the Distributorship through the Operating
Company. Franchisor is willing to permit Owner to operate the
Distributorship through the Operating Company on the conditions set
forth in this Agreement.
2. Representations To Franchisor. Owner and the Operating
Company jointly and severally represent and warrant to Franchisor
that now and at all times during the term of the Franchise
Agreement:
(a) Owner is and will be the owner of not less than
seventy percent (70%) of the equity interests in the Operating
Company;
(b) Owner has and will have at least the percentage of
voting power of the Operating Company's capital stock that may
be required under applicable law and the articles of
incorporation, bylaws and other documents relating to the
Operating Company's governance to authorize a transfer of
substantially all of the Operating Company's assets;
(c) Owner has and will have the right and power to
control the Operating Company and the Distributorship's
operation and transfer;
(d) Owner will be the Operating Company's chief
executive and operating officers;
(e) the Operating Company is duly incorporated and
validly existing and is and will be duly authorized and
qualified to do business and in good standing in each state in
which it transacts business; and
(f) the sole business the Operating Company will conduct
will be the operation of the Distributorship.
Owner and the Operating Company jointly and severally
represent and warrant to Franchisor that Exhibit A to this
Agreement is a complete and accurate description of certain
information about the Operating Company and its shareholders,
directors and officers. Except to the extent that the Franchise
Agreement restricts transfers of ownership interests in the
Operating Company, Owner and the Operating Company agree to notify
Franchisor in writing of any change in the information in Exhibit A
not later than thirty (30) days after the change occurs.
Owner and the Operating Company further represent and warrant
to Franchisor that the only consideration that the Operating
Company is giving Franchisor for the rights granted to the
Operating Company is the Operating Company's agreement to assume
and perform all of Owner's obligations under the Franchise
Agreement.
3. Operation Solely by Operating Company. Franchisor and
Owner agree that the Distributorship will be operated solely by the
Operating Company and no other person during the term of the
Franchise Agreement.
4. Rights Retained Solely By Owner. Owner and the Operating
Company acknowledge and agree that Owner retains, and is the only
person or entity who may exercise, all renewal rights under the
Franchise Agreement. The Operating Company has no rights under the
Franchise Agreement concerning renewal. If Franchisor and Owner
renew the franchise by signing a new franchise agreement, as
provided in subparagraph (b) of Section 14 of the Franchise
Agreement, the Operating Company will have no further rights under
this Agreement. In order for the Operating Company to continue
operating the Distributorship, the parties must execute a new
agreement similar to this Agreement or on the form that Franchisor
then requires for a corporation's operation of a Franchised
TUPPERWARE Distributorship.
5. Liability Of Owner And The Operating Company. The
Operating Company hereby assumes, jointly and severally with Owner,
all of Owner's liabilities now existing or hereafter arising under
or relating to the Franchise Agreement or the operation of the
Distributorship. The Operating Company agrees to perform, observe
and fulfill all of Owner's covenants and obligations as the
franchisee under the Franchise Agreement and in any dealings with
Franchisor or third parties relating to the Franchise Agreement,
whether arising before or after the date of this Agreement.
Owner acknowledges that this Agreement does not and will not
relieve Owner of any of Owner's liabilities and obligations under
the Franchise Agreement or the operation of the Distributorship,
now existing or hereafter arising, including, but not limited to,
payment for all goods and services the Operating Company orders
from the Franchisor or its Affiliates.
IN WITNESS WHEREOF the undersigned have executed this
Agreement this _____ day of __________________, 19____.
OWNER:
(Signature)
(Print Name)
(Signature)
(Print Name)
TUPPERWARE U.S., INC., OPERATING COMPANY:
a Delaware corporation
a corporation
Gaylin Olson, President
(Print Name)
By:
Title:
<PAGE>
ATTACHMENT A
INFORMATION ABOUT THE OPERATING COMPANY
1. NAME OF OPERATING COMPANY
Full name of operating company:
State of incorporation:
Date of incorporation:
Other name(s) under which it conducts business:
State in which qualified to do business:
Name and address of Registered Agent in state of incorporation:
2. SHAREHOLDER INFORMATION
Name of Shareholder Number of Shares Held* Percentage Ownership
3. DIRECTORS AND OFFICERS
Name of Director/Officer Position(s) Held
*If there is more than one class of stock, the information must
reflect the kind of shares held.
<PAGE>
EXHIBIT D
ARBITRATION
ANY CONTROVERSY, DISPUTE OR CLAIM SUBMITTED FOR ARBITRATION
MUST BE SUBMITTED FOR ARBITRATION TO THE ORLANDO, FLORIDA OFFICE OF
THE AMERICAN ARBITRATION ASSOCIATION ON DEMAND OF EITHER PARTY.
THE ARBITRATION PROCEEDINGS WILL BE CONDUCTED UNDER THIS AGREEMENT
IN ORLANDO, FLORIDA, OR ANY OTHER PLACE AS MAY BE MUTUALLY AGREED
UPON BY THE PARTIES, AND HEARD IN ACCORDANCE WITH THE THEN CURRENT
COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION
ASSOCIATION, EXCEPT AS THESE RULES ARE MODIFIED BY THIS AGREEMENT.
ALL MATTERS WITHIN THE SCOPE OF THE FEDERAL ARBITRATION ACT (9
U.S.C. Section 1 ET SEQ.) WILL BE GOVERNED BY IT AND NOT BY ANY STATE
ARBITRATION LAW.
EXCEPT AS LIMITED BY THIS AGREEMENT, THE ARBITRATOR WILL HAVE
THE RIGHT TO AWARD OR INCLUDE IN HIS OR HER AWARD ANY RELIEF WHICH
HE OR SHE DEEMS PROPER IN THE CIRCUMSTANCES, INCLUDING, WITHOUT
LIMITATION, MONEY DAMAGES (WITH INTEREST ON UNPAID AMOUNTS FROM THE
DATE DUE), SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF AND ATTORNEYS'
FEES AND COSTS (ACCORDING TO SECTION 17.E. OF THIS AGREEMENT),
PROVIDED THAT THE ARBITRATOR WILL NOT HAVE AUTHORITY TO AWARD
EXEMPLARY OR PUNITIVE DAMAGES, EXCEPT AS PROVIDED IN SECTION 17.N.,
OR TO ORDER EITHER PARTY TO CONTINUE OR REINSTATE A RELATIONSHIP
THAT HAS EXPIRED OR THAT THE OTHER PARTY HAS SOUGHT TO TERMINATE
ACCORDING TO THE PROVISIONS OF THIS AGREEMENT AND ANY APPLICABLE
LAW. THE AWARD AND DECISION OF THE ARBITRATOR WILL BE CONCLUSIVE
AND BINDING UPON ALL PARTIES, AND JUDGMENT UPON THE AWARD MAY BE
ENTERED IN ANY COURT OF COMPETENT JURISDICTION. THE PARTIES AGREE
THAT, IN ARBITRATIONS UNDER THIS AGREEMENT, NO EVIDENCE OF
ARBITRATION AWARDS IN OTHER CASES MAY BE INTRODUCED INTO EVIDENCE
OR CONSIDERED BY THE ARBITRATOR. THE PARTIES AGREE TO BE BOUND BY
THE PROVISIONS OF ANY LIMITATION ON THE PERIOD OF TIME IN WHICH
CLAIMS MUST BE BROUGHT UNDER APPLICABLE LAW. THE PARTIES FURTHER
AGREE THAT, IN ANY ARBITRATION PROCEEDING, EACH MUST SUBMIT OR FILE
ANY CLAIM WHICH WOULD CONSTITUTE A COMPULSORY COUNTERCLAIM (AS
DEFINED BY RULE 13 OF THE FEDERAL RULES OF CIVIL PROCEDURE) WITHIN
THE SAME PROCEEDING AS THE CLAIM TO WHICH IT RELATES; OTHERWISE,
THAT CLAIM WILL BE FOREVER BARRED.
ARBITRATION UNDER THIS AGREEMENT MAY BE CONDUCTED ONLY ON AN
INDIVIDUAL, AND NOT A CLASS-WIDE, BASIS. AN ARBITRATION PROCEEDING
BETWEEN THE PARTIES (INCLUDING OWNERS AND AFFILIATES AND OTHERS AS
PROVIDED IN THIS PARAGRAPH) MAY NOT BE CONSOLIDATED WITH ANY OTHER
ARBITRATION PROCEEDING INVOLVING THE COMPANY AND ANY OTHER PERSON.
THE PROVISIONS OF THIS AGREEMENT CONCERNING ARBITRATION ARE
INTENDED TO BENEFIT AND BIND CERTAIN THIRD PARTY NON-SIGNATORIES
IDENTIFIED IN SECTION 17.M. AND WILL CONTINUE IN FULL FORCE AND
EFFECT SUBSEQUENT TO AND NOTWITHSTANDING THE EXPIRATION OR
TERMINATION OF THIS AGREEMENT.
TUPPERWARE U.S., INC.,
a Delaware corporation FRANCHISEE (Print Name)
FRANCHISEE (Signature)
Gaylin Olson, President
FRANCHISEE (Print Name)
FRANCHISEE (Signature)
<PAGE>
EXHIBIT E
TO THE FRANCHISE AGREEMENT
DATED
BY AND BETWEEN
TUPPERWARE U.S., INC.
AND
ANNUAL AND QUARTERLY PERFORMANCE CRITERIA
You must demonstrate your ability to grow sales during each
year of operation. If you were not an existing Franchised
Tupperware Distributor before signing this Agreement, your
Franchised Distributorship's Estimated Retail Sales within the
Primary Area of Promotion during the yearly period beginning
, 19 and ending , 19
were $ . You agree, as provided in Section 3 of
the Agreement, to increase your Estimated Retail Sales within the
Primary Area of Promotion over this amount by the first anniversary
date of this Agreement. If you do not satisfy this requirement, we
will have the right, but not the obligation, to terminate the
Agreement under Section 15.B.
In addition, if at any time after the first anniversary date
of this Agreement the growth in your Franchised Distributorship's
Estimated Retail Sales within the Primary Area of Promotion during
a three (3) month period falls ten percent (10%) or more below the
average regional estimated retail sales growth during that same
period, we have the right to give you a three (3) month period of
business planning and coaching to help you improve your
performance, defined as increased sales force recruiting and
manager promoting within the Primary Area of Promotion, over the
levels in the same three (3) month period during the previous
calendar year. If you fail by the end of this three (3) month
period to increase sales force recruiting and manager promoting
within the Primary Area of Promotion over the levels in the same
three (3) month period during the previous calendar year, we will
have the right, but not the obligation, to terminate the Franchise
Agreement. If you satisfy this performance criteria, we will give
you additional coaching for a second three (3) month period to help
you increase your Estimated Retail Sales within the Primary Area of
Promotion, consistent with regional, area and national averages,
over your levels of Estimated Retail Sales within the Primary Area
of Promotion in the same three (3) month period during the previous
calendar year. We will measure sales performance using the
consistent averages derived from the Tupperware Regional Weekly
Sales Analysis, the Formula to Grow Sales and long and short term
objectives. If you do not satisfy this Estimated Retail Sales
requirement within the Primary Area of Promotion by the end of the
second three (3) month coaching period, we will have the right, but
not the obligation, to terminate the Franchise Agreement.
If you were an existing Franchised Tupperware Distributor
before signing this Agreement, you agree that you will increase
your Franchised Distributorship's Estimated Retail Sales within the
Primary Area of Promotion over its Estimated Retail Sales within
the Primary Area of Promotion during the preceding calendar year.
You agree to increase your Estimated Retail Sales within the
Primary Area of Promotion during the course of each year consistent
with area, regional and national averages. If at any time the
growth in your Franchised Distributorship's Estimated Retail Sales
within the Primary Area of Promotion during a three (3) month
period falls ten percent (10%) or more below the average regional
estimated retail sales growth during that same period, we have the
right to give you a three (3) month period of business planning and
coaching to help you improve your performance, defined as increased
sales force recruiting and manager promoting within the Primary
Area of Promotion, over the levels in the same three (3) month
period during the previous calendar year. If you fail by the end
of this three (3) month period to increase sales force recruiting
and manager promoting within the Primary Area of Promotion over the
levels in the same three (3) month period during the previous
calendar year, we will have the right, but not the obligation, to
terminate the Franchise Agreement. If you satisfy this performance
criteria, we will give you additional coaching for a second three
(3) month period to help you increase your Estimated Retail Sales
within the Primary Area of Promotion, consistent with regional,
area and national averages, over your levels of Estimated Retail
Sales within the Primary Area of Promotion in the same three (3)
month period during the previous calendar year. We will measure
sales performance using the consistent averages derived from the
Tupperware Regional Weekly Sales Analysis, the Formula to Grow
Sales and long and short term objectives. If you do not satisfy
this Estimated Retail Sales requirement within the Primary Area of
Promotion by the end of the second three (3) month coaching period,
we will have the right, but not the obligation, to terminate the
Franchise Agreement.
TUPPERWARE U.S., INC.,
a Delaware corporation FRANCHISEE (Print Name)
FRANCHISEE (Signature)
Gaylin Olson, President
FRANCHISEE (Print Name)
FRANCHISEE (Signature)
<TABLE>
EXHIBIT 11
TUPPERWARE CORPORATION
STATEMENT OF COMPUTATION OF PER SHARE EARNINGS<F1>
<CAPTION>
52 Weeks Ended
December 28, December 30,
1996 1995
(Dollars in millions, shares in thousands)
<S> <C> <C>
Pro Forma earnings . . . . . . . . . . . $ 170.4 $ 161.1
PRIMARY METHOD
Shares
Cumulative average outstanding shares . . 62,164 62,030
Common equivalent shares. . . . . . . . . 1,052 1,065
Weighted average number of common and
common equivalent shares outstanding . . 63,216 63,095
Primary pro forma earnings per common
and common equivalent share . . . . . . $ 2.70 $ 2.55
FULLY DILUTED METHOD
Shares
Cumulative average outstanding shares . . 62,164 62,030
Common equivalent shares. . . . . . . . . 1,068 1,065
Weighted average number of common and
common equivalent shares outstanding . . 63,232 63,095
Fully diluted pro forma earnings per
common and common equivalent share. . . . $ 2.69 $ 2.55
<FN>
<F1> For all periods prior to the Distribution, the number of shares actually
outstanding and the number of common equivalent shares existing at the
date of the Distribution have been used.
</TABLE>
<TABLE>
Selected Financial Data
<CAPTION>
1996 1995 1994 1993 1992
--------- --------- --------- --------- --------
(Dollars in millions,
except per share amounts)
<S> <C> <C> <C> <C> <C>
Operating results
Net sales:
Europe $ 581.7 $ 595.1 $ 540.1 $ 505.1 $ 490.7
Americas:
United States 181.1 208.6 228.8 225.4 207.1
Latin America 268.5 200.6 176.4 154.4 138.7
--------- --------- --------- -------- ---------
449.6 409.2 405.2 379.8 345.8
Asia Pacific 338.0 355.1 329.3 286.9 268.3
--------- --------- --------- --------- ---------
Total net sales $1,369.3 $1,359.4 $1,274.6 $1,171.8 $1,104.8
========= ========= ========= ========= =========
Operating profit (loss):
Europe $ 153.0 $ 156.8 $ 125.0 $ 110.3 $ 92.4
Americas:
United States 10.4 10.3 16.0 12.5 (139.6)
Latin America 43.3 19.4 15.7 15.7 5.9
--------- --------- --------- --------- ---------
53.7 29.7 31.7 28.2 (133.7)
Asia Pacific 61.0 59.4 46.3 40.3 32.9
--------- --------- --------- --------- ---------
Total operating
profit (loss) 267.7 245.9 203.0 178.8 (8.4)<F6>
--------- --------- --------- --------- ---------
Unallocated expenses (16.1) (22.9) (12.0) (17.8) (24.1)
Costs associated with
becoming an independent
company (9.1) -- -- -- --
Interest (expense) income,
net (8.0) 1.9 0.2 (12.6) (9.3)
--------- ---------- --------- --------- ---------
Income (loss) before income
taxes & cumulative effect
of accounting changes 234.5 224.9 191.2 148.4 (41.8)
Provision for income
taxes 59.8 53.5 42.0 30.5 1.9
--------- ---------- --------- --------- ---------
Income (loss) before
cumulative effect of
accounting changes $ 174.7 $ 171.4 $ 149.2 $ 117.9 $ (43.7)
========= ========== ========= ========= =========
Pro forma net $ 170.4 $ 161.1 NA NA NA
income <F7> ========= ========== ========= ========= =========
Pro forma net income
per common and common
equivalent
share<F1><F7> $ 2.70 $ 2.55 NA NA NA
========= ========== ========= ========= =========
Profitability ratios
Operating profit as a
percent of sales:
Europe 26.3% 26.3% 23.1% 21.8% 18.8%
Americas:
United States 5.7 4.9 7.0 5.6 (67.4)
Latin America 16.1 9.7 8.9 10.2 4.3
Asia Pacific 18.0 16.7 14.1 14.1 12.3
Total operating proft 19.5 18.1 15.9 15.3 (0.8)
Return on average
equity<F2><F3> 65.0
Return on average invested
capital<F2><F3> 32.6
Financial Condition
Working capital $143.4 $88.1 $72.9 $(49.6) $(11.3)
Property, plant, and
equipment, net 331.0 317.7 310.2 277.2 250.8
Total assets 978.5 944.0 882.6 785.1 661.1
Short-term borrowings and
current portion of
long-term debt 25.3 83.8 58.3 139.9<F5> 19.3
Long-term debt 215.3 0.4 0.5 45.6 153.3
Shareholders' equity 305.5 415.6 395.1 163.3 68.2
Current ratio 1.38 1.20 1.18 0.90 0.97
Long-term
debt-to-equity<F2> 70.5%
Total debt-to-capital<F2> 44.1%
Other Data
Net cash provided by
operating activities $150.5 $179.2 $142.7 $105.3 $71.1
Capital expenditures 96.0 69.3 72.9 85.6 80.0
Depreciation 65.3 61.3 55.7 44.7 50.1
Common Stock Data<F2>
Dividends declared
per share<F4> $ 0.44
Dividend payout ratio<F4> 32.6%
Average common and common
equivalent shares
outstanding (thousands) 63,232
Year-end book value per
share<F1> $ 4.90
Year-end price/earnings
ratio 20.1
Year-end market/book ratio 11.1
Year-end shareholders
(thousands) 21.6
<FN>
<F1>For all periods prior to the Distribution, the number of shares used
were the 63.1 common and common equivalent shares as of the date of
the Distribution.
<F2>Due to the change in the company's capital structure in connection
with the Distribution, this information is not applicable or not
meaningful prior to 1996.
<F3>Returns on average equity and invested capital are calculated using
pro forma net income and the monthly balances of equity and invested
capital beginning at the date of the Distribution. Invested capital
equals equity plus debt.
<F4>The company initiated regular quarterly dividends of $0.22 per share
beginning in the third quarter of 1996. The dividend payout ratio is
calculated assuming four quarterly dividend declarations divided by
1996 pro forma earnings per common and common equivalent share.
<F5>Includes $105.0 million of the $150.0 million of 8.375 percent notes
that were called at par on February 1, 1994.
<F6>In 1992, the company recorded a $136.7 million pretax charge ($111.4
million after tax) primarily related to consolidation of manufacturing
capacity and restructuring the U.S. distribution system.
<F7>Pro forma net income is based on historical net income adjusted for
interest expense related to the increase in borrowings incurred in
connnection with the distribution of the company's equity to
Premark International, Inc.'s shareholders in May 1996.
</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following is a discussion of the results of operations for 1996
compared with 1995 and 1995 compared with 1994, and changes in
financial condition during 1996. This information should be read in
conjunction with the consolidated financial information provided on
pages 21 to 34 of this Annual Report.
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). The
Distribution was effected on May 31, 1996, through a 1-for-1
distribution of stock, which was tax free to Premark's shareholders
pursuant to a ruling received from the Internal Revenue Service.
Results of Operations
Net Sales and Net Income
Net sales in 1996 of $1.4 billion were 0.7 percent higher than 1995 net
sales, reflecting a substantial increase from operations in Latin America
and slight improvements in Europe and Asia Pacific. These increases were
mostly offset by the unfavorable impact of foreign exchange and lower U.S.
sales. In 1995, sales increased 7 percent over 1994 sales of $1.3 billion,
due to improvement in international operations and the benefit of favorable
foreign exchange, which more than offset a decline in the United
States.
Pro forma net income increased 6 percent to $170.4 million in 1996,
compared with $161.1 million in 1995. All areas had operational
improvements, but foreign exchange had an $11.3 million negative impact
on the comparison. Corporate expenses decreased substantially
compared with 1995, which included an allocation of overhead from
Premark for the full year. Additionally during 1996, the company
incurred $9.1 million of pretax costs associated with becoming an
independent company. Net income increased 15 percent 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. Partially offsetting these factors was a
lower profit in the United States. In 1996 and 1995, 87 percent and
85 percent, respectively, of the company's sales were from
international operations. International operations generated 96
percent of operating profit in both years.
Costs and Expenses
The cost of products sold in relation to sales was
35.6 percent, 35.4 percent, and 36.2 percent in 1996, 1995, and 1994,
respectively. The improvement in 1995 compared with 1994 was the
result of reduced manufacturing costs along with selected price
increases, which outweighed significant increases in raw material
costs. Delivery, sales, and administrative expense as a percentage of
sales was 45.8 percent, 48.1 percent, and 48.9 percent in 1996, 1995,
and 1994, respectively. The ratio has improved as costs have been
contained while sales have risen, particularly in Latin America.
Tax Rate
The effective tax rates for 1996, 1995, and 1994, were 25.5
percent, 23.8 percent, and 22.0 percent, respectively. The increase in
1996 was due to a lower 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 of a capital loss
carryforward and from reducing the valuation allowance for U.S.
federal deferred tax assets. The 1995 rate is higher than the 1994
rate due to the absence of the 1994 reduction of the valuation
allowance against U.S. federal deferred tax assets, which was only
partially offset by the benefit associated with the favorable
resolution of tax contingencies.
Net Interest
The company had $8.0 million of net interest expense in
1996, compared with net interest income of $1.9 million and $0.2
million in 1995 and 1994, respectively. Until immediately prior to
the Distribution, the company was capitalized primarily through
Premark's net investment. No interest was charged to the company for
this funding. In 1997 and future years, the company expects to incur
a higher level of net interest expense than in 1996, since it will
have net borrowings outstanding throughout the year. See the
Financial Condition section of Management's Discussion and Analysis
for a discussion of the financing activities of the company during 1996.
<TABLE>
Regional Results
1996 vs. 1995
<CAPTION>
Negative
foreign
Increase exchange Percent of
(decrease) impact total
--------------- ----------- ------------
1996 1995 Dollar Percent Dollar pp 1996 1995
------ ------ ------ ------- ------ ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(Dollars in millions)
Sales:
Europe $ 581.7 $ 595.1 $(13.4) (2)% $(25.5) (4) 42% 44%
Americas:
United States 181.1 208.6 (27.5) (13) - - 13 15
Latin America 268.5 200.6 67.9 34 (9.6) (7) 20 15
-------- -------- ------ ------ --- ---
449.6 409.2 40.4 10 (9.6) (3) 33 30
Asia Pacific 338.0 355.1 (17.1) (5) (27.6) (8) 25 26
-------- -------- ------ ------ --- ---
$1,369.3 $1,359.4 $ 9.9 1% $(62.7) (5) 100% 100%
======== ======== ====== ====== === ===
Operating Profit:
Europe $153.0 $156.8 $ (3.8) (2)% $ (7.7) (5) 57% 64%
Americas:
United States 10.4 10.3 0.1 1 - - 4 4
Latin America 43.3 19.4 23.9 122 (2.0) (26) 16 8
------ ------ ----- ------ --- ---
53.7 29.7 24.0 80 (2.0) (13) 20 12
Asia Pacific 61.0 59.4 1.6 3 (5.1) (10) 23 24
------ ------ ----- ------ --- ---
$267.7 $245.9 $ 21.8 9% (14.8) (7) 100% 100%
====== ====== ====== ====== === ===
</TABLE>
Europe
The sales improvement in Europe, excluding the negative impact of
foreign exchange, was from higher volume in Italy and certain smaller
markets and was only partially offset by lower volume in France.
Italy's increase in volume was attributable to its success in
recruiting and motivating a higher active sales force, while the lower
volume in France was attributable to a smaller active sales force and
the weak economic environment. In Germany, which accounts for a
substantial portion of the region's sales and operating profit, 1996
sales were even with 1995 sales, after considering the unfavorable
impact of foreign exchange. Lower sales in Germany in the first
quarter of 1996 were offset by higher volume during the remainder of
the year, particularly the second and third quarters. In the first
quarter, a weak economy together with lower sales during an important
promotional period, led to the poor comparison with the first quarter
of 1995. The impact of strong sales force recruiting for the remainder
of the year offset the sales shortfall in the first quarter.
The higher operating profit in 1996, excluding the impact of foreign
exchange, reflects the sales fluctuations addressed above, along with
lower promotional costs in Germany and a lower cost structure in the
United Kingdom, partially offset by higher costs in Spain. The
negative impact of foreign exchange on both sales and operating profit
reflects the dollar's strength against the currencies throughout the
region.
The Americas
The decline in U.S. sales was the result of a transition to
distributors that do not stock inventory and the impact of
implementing higher sales force standards. The new sales force
standards led to a considerable decrease in the number of managers and
therefore a reduced number of dealers recruited. The slightly higher
U.S. operating profit in 1996 compared with 1995, in spite of the
lower sales, was due to improved manufacturing efficiencies and lower
administrative expenses.
In Latin America, more than 100 new distributors were added, leading
to a 77 percent increase in the average active sales force. The
resulting improvements in sales and operating profit were due to
higher volume in Mexico, Brazil, and Argentina. In addition to the
positive impact of higher volume, operating profit also improved due
to a lower operating expense structure in relation to the higher sales
and more focused promotional spending. The negative impact of foreign
exchange on the region's sales and operating profit comparisons was
primarily from weakness in the Mexican peso.
Asia Pacific
Excluding the impact of a weak Japanese yen, Asia Pacific's higher
sales were from significant volume improvements in Korea and Malaysia,
which were only partially offset by decreases in volume in Taiwan and
the Philippines. For Korea, Malaysia, and Taiwan, the variations from
1995 reflected the sizes of the active sales forces. The lower sales
in the Philippines were mainly due to the effect of an inventory
liquidation program in 1995.
Operating profit increased as a result of the higher volume in Korea,
partially offset by lower profit in Japan due to the weak yen and a
lower gross margin because of sales of a higher percentage of third
party sourced product. Operating profit in Malaysia did not increase
in line with the higher sales due to the costs associated with
importing a greater proportion of products. Operating profit in
Taiwan and the Philippines fell as a result of the lower sales.
<TABLE>
Regional Results
1995 vs. 1994
<CAPTION>
Positive
(negative)
foreign
Increase exchange Percent
(decrease) impact of total
--------------- ------------- ------------
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
Latin America 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%
======== ======== ===== ===== === ===
Operating 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
Latin America 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>
Europe
The 1995 sales increase was due to the favorable impact of foreign
exchange, largely attributable to Germany. The operating 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
operating profit increase, excluding the impact of foreign exchange,
was 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.
The Americas
U.S. sales and operating profit decreased due to lower sales volume.
The number of consultants increased 4 percent and the average active
sales force grew 2 percent, 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.
In Latin America, the sales increase was led by operating improvements
in Brazil, Mexico, and Venezuela. A net of 69 new distributors was
added in 1995. The total number of consultants more than doubled and
the average active sales force grew 68 percent. As a result, sales
rose sharply in Brazil and significantly in Venezuela, and Mexico's
sales increased substantially in local currency terms, although they
decreased overall due to the negative impact of the peso devaluation.
The negative impact of foreign exchange on the operating profit
comparison of Latin America 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
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 due to the beneficial impact of foreign exchange, but
excluding that effect, decreased modestly due to an estimated $9
million impact from the Kobe earthquake at the beginning of the year.
Korea had a significant sales increase due to higher volume generated
by a much more productive sales force. The Philippines had a strong
increase in sales, which was the result of a substantial increase in
the average active sales force and the 1995 inventory liquidation.
The operating profit increase was due primarily to a substantial
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. Japan had a strong increase in
operating profit from the favorable impact of foreign exchange despite
the negative impact of the Kobe earthquake, which affected profit by
approximately $5 million.
Financial Condition
Liquidity and Capital Resources
Under the Distribution Agreement between Premark, Tupperware, and
Dart Industries Inc. (Dart), which is now a wholly-owned subsidiary of
Tupperware, Dart paid a special dividend to Premark of $284.9 million
on May 24, 1996.
Prior to the Distribution, the company'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. On October 1, 1996, Tupperware Finance Company
B.V. (TFC), a subsidiary of the company, completed the sale of $100
million of 7.25 percent ten-year notes under a $200 million
registration statement filed with the Securities and Exchange
Commission. On December 23, 1996, TFC sold $15 million of 7.05
percent 6.5 year notes through a private placement. The proceeds of
both note sales have been used to refinance a portion of outstanding
commercial paper borrowings. As of December 28, 1996, $98.8 million
of the company's outstanding borrowings that were due within one year
by their terms were classified as non-current due to the company's
ability and intent that those borrowings be outstanding throughout
1997.
As of December 28, 1996, amounts available under the multicurrency
credit facility, through commercial paper borrowings and through
$187.1 million of foreign uncommitted lines of credit, along with cash
generated by operating activities, are expected to be adequate to
finance any additional working capital needs and capital expenditures.
Working capital increased to $143.4 million as of December 28, 1996,
compared with $88.1 million as of December 30, 1995, and $72.9 million
as of December 31, 1994. The current ratio was 1.4-to-1 at the end of
1996 and 1.2-to-1 at the end of both 1995 and 1994. The 1996 increase
was due to a reduction in debt classified as current for the reasons
discussed above, and an increase in inventories because of substantial
sales growth in Latin America and lower than planned fourth quarter
sales in certain markets. These factors were only partially offset by
a decrease in cash and cash equivalents, reflecting efforts to reduce
overseas deposits. Working capital was also higher at the end of 1995
compared with the end of 1994 to support growth in Latin America, as
well as due to higher sales activity in December and higher inventory
levels in the United States and Europe.
Operating Activities
Cash provided by operating activities was $150.5 million in 1996,
compared with $179.2 million in 1995 and $142.7 million in 1994.
The primary reason for the lower 1996 amount compared with 1995 was a
more significant increase in inventories. In 1995 compared with 1994,
higher income accounted for the majority of the increase.
Investing Activities
For 1996, 1995, and 1994, respectively, capital
expenditures totaled $96.0 million, $69.3 million, and $72.9 million.
The higher 1996 expenditures primarily relate to the increase of
manufacturing capacity in Latin America and the purchase of molds to
support new product programs. Capital expenditures are expected to be
between $85 million and $95 million in 1997.
Dividends
Quarterly dividends were initiated in August 1996 at 22
cents per share, and the company declared dividends of 44 cents per
share of common stock during 1996.
Share Repurchases
On November 7, 1996, the company announced it would repurchase up to
5 million shares of its common stock, with volume and timing to depend
on market conditions. Shares acquired will be used for general
corporate needs. Repurchases will be made in the open market or
through other transactions and will be financed through cash flow
from operations or issuance of additional debt. Repurchases
under this program began in January 1997. Through March 10, 1997,
625,000 shares were repurchased at an average cost of $44 per share.
New Accounting Standard
In October 1995, the Financial Accounting Standards Board adopted
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation," which governs the accounting for stock-based
compensation plans, including employee stock options. The
statement allows companies the choice of adopting a new fair value
based method of accounting for such plans that includes expensing
related compensation costs in the income statement, or continuing to
apply the preexisting method under which generally no compensation
expense is recorded. If companies elect to follow preexisting
guidelines, the new rule requires that the notes to the financial
statements include pro forma information on net income and earnings
per share as if the fair value based method were being used. The
company has elected to continue to measure compensation expense under
the preexisting guidelines. Pro forma information relating to stock-based
compensation is presented in Note 9 to the consolidated financial statements.
U.S. sales and operating profit decreased due to lower sales volume.
The number of consultants increased 4 percent and the average active
sales force grew 2 percent, 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.
In Latin America, the sales increase was led by operating improvements
subject to the usual risks associated with international operations.
These risks include local political and economic environments and
relations between foreign and U.S. governments.
One of the economic risks associated with operating internationally is
the exposure to fluctuation in foreign currency exchange rates on the
earnings, cash flows, and financial position of the company's
international operations. The company is not able to project in any
meaningful way the possible effect of these fluctuations on translated
amounts or future earnings. This is due to the large number of
currencies involved, the constantly changing exposure in these
currencies, and the fact that all foreign currencies do not react in
the same manner in relation to the U.S. dollar. In response to the
fact that a strengthening U.S. dollar generally has a negative impact
on the company, the company uses financial instruments, such as
forward contracts, to hedge its exposure to certain foreign exchange
risks as appropriate. See Note 6 to the consolidated financial
statements for a description of the nature of the risks associated
with the company's derivative financial instruments.
<TABLE>
TUPPERWARE CORPORATION
CONSOLIDATED STATEMENT OF INCOME
<CAPTION>
Year Ended
-------------------------------------
Dec. 28, Dec. 30, Dec. 31,
(In millions, except per share amounts) 1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Net sales. . . . . . . . . . . . . . . . . . $1,369.3 $1,359.4 $1,274.6
Costs and expenses:
Cost of products sold. . . . . . . . . . . . 487.3 481.5 460.9
Delivery, sales, and administrative expense 627.2 653.5 622.7
Interest expense . . . . . . . . . . . . . . 13.2 3.1 3.7
Interest income. . . . . . . . . . . . . . . (5.2) (5.0) (3.9)
Costs associated with becoming an
independent company. . . . . . . . . . . . 9.1 -- --
Other expense, net . . . . . . . . . . . . . 3.2 1.4 --
------- ------- -------
Total costs and expenses . . . . . . . . . 1,134.8 1,134.5 1,083.4
------- ------- -------
Income before income taxes . . . . . . . . . . 234.5 224.9 191.2
Provision for income taxes . . . . . . . . . . 59.8 53.5 42.0
------- ------- -------
Net income . . . . . . . . . . . . . . . . . . $ 174.7 $ 171.4 $ 149.2
======= ======= =======
Pro forma net income per common and
common equivalent share (unaudited) . . . . . $ 2.70 $ 2.55
======= =======
See Notes to the Consolidated Financial Statements.
</TABLE>
<TABLE>
TUPPERWARE CORPORATION
CONSOLIDATED BALANCE SHEET
<CAPTION>
Dec. 28, Dec. 30,
(Dollars in millions, except per share amounts) 1996 1995
-------- --------
Assets
<S> <C> <C>
Cash and cash equivalents. . . . . . . . . . $ 53.0 $ 97.3
Accounts receivable, less allowances
of $27.7 in 1996 and $26.1 in 1995 . . . . . 154.8 147.5
Inventories. . . . . . . . . . . . . . . . 252.8 206.6
Deferred income tax benefits . . . . . . . . 35.1 58.1
Prepaid expenses . . . . . . . . . . . . . . 27.5 16.9
------- -------
Total current assets . . . . . . . . . . . 523.2 526.4
------- -------
Deferred income tax benefits . . . . . . . . 56.4 21.7
Property, plant, and equipment, net. . . . . 331.0 317.7
Long-term receivables, net of allowances
of $40.2 in 1996 and $24.8 in 1995, and
other assets . . . . . . . . . . . . . . . . 67.9 78.2
------- -------
Total assets. . . . . . . . . . . . . . . $ 978.5 $ 944.0
======= =======
Liabilities and shareholders' equity
Accounts payable . . . . . . . . . . . . . . . $ 95.6 $ 88.0
Short-term borrowings and current portion of
long-term debt . . . . . . . . . . . . . . . 25.3 83.8
Accrued liabilities. . . . . . . . . . . . . 258.9 266.5
------- -------
Total current liabilities . . . . . . . . . 379.8 438.3
------- -------
Long-term debt . . . . . . . . . . . . . . . 215.3 0.4
Accrued postretirement benefit cost. . . . . 36.9 36.1
Other liabilities. . . . . . . . . . . . . . 41.0 53.6
Shareholders' equity:
Net investment by Premark. . . . . . . . . -- 533.5
Preferred stock, $0.01 par value, 200,000,000
shares authorized; none issued. . . . . -- --
Common stock, $0.01 par value, 600,000,000
shares authorized; 62,359,824 shares
issued . . . . . . . . . . . . . . . . . . 0.6 --
Capital surplus . . . . . . . . . . . . . . 19.1 --
Retained earnings . . . . . . . . . . . . . 418.2 --
Unearned portion of restricted stock issued
for future service . . . . . . . . . . . . (3.9) --
Cumulative foreign currency adjustments (128.5) (117.9)
------- -------
Total shareholders' equity . . . . . . . . . 305.5 415.6
------- -------
Total liabilities and shareholders' equity $ 978.5 $ 944.0
======= =======
See Notes to the Consolidated Financial Statements.
</TABLE>
<TABLE>
TUPPERWARE CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
<CAPTION>
Net Cumulative
Common stock investment foreign
--------------- by Capital Retained currency
Shares Dollars Premark surplus earnings adjustments
------ ------- ----------- ------- -------- -----------
(In millions, except
per share amount)
<C> <C> <C> <C> <C> <C> <C>
December 25, 1993. . . . . . . . -- -- $282.0 -- -- $(118.7)
Net income. . . . . . . . . . 149.2
Net transactions with Premark 76.9
Translation adjustments . . . 5.7
------ ------ ------ ------ ------ -------
December 31, 1994. . . . . . . . -- -- 508.1 -- -- (113.0)
Net income. . . . . . . . . . 171.4
Net transactions with Premark (146.0)
Translation adjustments (4.9)
------ ------ ------ ------ ------ -------
December 30, 1995. . . . . . . . -- -- 533.5 -- -- (117.9)
Net income. . . . . . . . . . 31.6 $143.1
Shares issued to Premark . . 62.1 $ 0.6 (0.6)
Net transactions with Premark
other than special dividend 31.7
Special dividend to Premark (293.7) $ 8.8
Distribution of equity of the
company to Premark's
shareholders. . . . . . . (302.5) 302.5
Cash dividends declared . .
($0.44 per share) . . . . (27.4)
Stock issued for incentive
plans and related tax
benefits 0.3 -- 10.3
Translation adjustments . . (10.6)
----- ----- ------ ----- ------ -------
December 28, 1996. . . . . . . 62.4 $ 0.6 $ -- $19.1 $418.2 $(128.5)
===== ===== ====== ===== ====== =======
See Notes to the Consolidated Financial Statements.
</TABLE>
<TABLE>
TUPPERWARE CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>
Year Ended
----------------------------------
Dec. 28, Dec. 30, Dec. 31,
(In millions) 1996 1995 1994
-------- -------- --------
Cash flows from operating activities:
<S> <C> <C> <C>
Net Income . . . . . . . . . . . . . . $ 174.7 $ 171.4 $ 149.2
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation . . . . . . . . . . . . 65.3 61.3 55.7
Loss on sale of assets . . . . . . . 5.2 5.3 2.1
Foreign exchange loss, net . . . . . 1.3 0.6 0.1
Changes in assets and liabilities:
(Increase) decrease in accounts and
notes receivable. . . . . . . . . . (12.7) (36.1) 10.3
Increase in inventories. . . . . . . (54.0) (24.5) (6.7)
Increase (decrease) in accounts payable
and accrued liabilities . . . . . . 2.0 4.1 (23.7)
Increase in income taxes payable . . 0.6 2.0 5.8
(Increase) decrease in net deferred
income taxes. . . . . . . . . . . . (16.3) 7.8 (19.6)
Other, net . . . . . . . . . . . . . (15.6) (12.7) (30.5)
------- ------- -------
Net cash provided by operating
activities. . . . . . . . . . . . 150.5 179.2 142.7
------- ------- -------
Cash flows from investing activities:
Capital expenditures . . . . . . . . (96.0) (69.3) (72.9)
------- ------- -------
Net cash used in investing activities (96.0) (69.3) (72.9)
------- ------- -------
Cash flows from financing activities:
Special dividend to Premark. . . . . . (284.9) -- --
Net transactions with Premark other than
special dividend. . . . . . . . . . 37.6 (146.0) 76.9
Dividend payments to shareholders . . (13.7) -- --
Proceeds from exercise of stock options 6.3 -- --
Net (decrease) increase in short-term debt (54.1) 31.4 28.0
Proceeds from issuance of long-term debt 315.5 0.7 --
Repayment of long-term debt. . . . . . . (100.6) (0.7) (153.2)
------- ------- -------
Net cash used in financing activities (93.9) (114.6) (48.3)
------- ------- -------
Effect of exchange rate changes on cash
and cash equivalents. . . . . . . . . . (4.9) (0.3) (7.5)
------- ------- -------
Net (decrease) increase in cash and
cash equivalents. . . . . . . . . . . (44.3) (5.0) 14.0
Cash and cash equivalents at beginning of
year . . . . . . . . . . . . . . . . . 97.3 102.3 88.3
------- ------- -------
Cash and cash equivalents at end of year $ 53.0 $ 97.3 $ 102.3
======= ======= =======
See Notes to the Consolidated Financial Statements.
</TABLE>
TUPPERWARE CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of
Tupperware Corporation and all of its subsidiaries (the company
or Tupperware). All significant intercompany accounts and
transactions have been eliminated. Certain prior year amounts
have been restated to conform with the current year's
presentation. The company's fiscal year ends on the last Saturday
of December, and included 52 weeks in 1996 and 1995, and 53 weeks
in 1994.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions. These estimates and assumptions
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements, as well as the reported amounts of
revenues and expenses during the reporting period. Actual
results could differ from these estimates.
Cash and Cash Equivalents
The company considers all highly liquid investments with
a maturity of three months or less when purchased to be cash
equivalents. As of December 28, 1996 and December 30, 1995, $28.1
million and $65.6 million, respectively, of the cash and cash
equivalents included on the consolidated balance sheet were held
in the form of time deposits or certifcates of deposit.
Inventories
Inventories are valued at the lower of cost or market.
Inventory cost includes cost of raw material, labor, and
overhead. Approximately 25 percent of inventories, including all
domestic inventories, are valued on the last-in, first-out (LIFO)
cost method. The first-in, first-out (FIFO) cost method is
generally used for the remaining inventories. If inventories
valued on the LIFO method had been valued using the FIFO method,
they would have been $20.6 million higher at the end of 1996 and
$21.3 million higher at the end of 1995.
Property and Depreciation
Properties are initially stated at cost. Depreciation is
determined on a straight-line basis over estimated useful lives.
Generally, the estimated useful lives are 10 to 45 years for
buildings and improvements and 3 to 20 years for machinery and
equipment. Upon the sale or retirement of property, plant, and
equipment, a gain or loss is recognized. If the carrying value
of an asset, including associated intangibles, exceeds the sum of
estimated undiscounted future cash flows then an impairment loss
is recognized for the difference between estimated fair value and
carrying value. Expenditures for maintenance and repairs are
charged to expense.
Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of" (SFAS 121), was adopted by the Financial Accounting
Standards Board (FASB) in March 1995 and has been implemented by the company
in 1996. However, since the company's previous accounting policy was
consistent with the provisions of SFAS 121, there was no impact as a result of
adopting the new standard.
Revenue Recognition
Revenue is recognized when product is shipped.
Advertising and Research and Development Costs
Advertising and research and development costs are charged to
expense as incurred. Advertising expense totaled $7.3 million,
$8.7 million, and $8.5 million in 1996, 1995, and 1994,
respectively. Research and development costs totaled $7.2
million, $6.3 million, and $8.9 million in 1996, 1995, and 1994,
respectively.
Accounting for Stock-Based Compensation
In October 1995, the FASB adopted Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," which governs the accounting for stock-based
compensation plans, including employee stock options. The
statement allows companies the choice of adopting a new fair
value based method of accounting for such plans that includes
expensing related compensation cost in the income statement, or
continuing to apply the method specified under preexisting
guidelines under which generally no compensation expense is
recorded. If companies elect to follow preexisting guidelines,
the new statement requires that the notes to the financial
statements include pro forma information on net income and
earnings per share as if the fair value based method were being
used. The company has elected to continue to measure
compensation expense under the preexisting guidelines. Pro forma
information relating to stock-based compensation is presented in
Note 9.
Income Taxes
Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to temporary differences
between the financial statement carrying amounts of assets and
liabilities and their respective tax bases. Deferred tax assets
are also recognized for credit carryforwards. Deferred tax
assets and liabilities are measured using the rates expected to
apply to taxable income in the years in which the temporary
differences are expected to reverse and the credits are expected
to be used. The effect on deferred tax assets and liabilities of
the change in tax rates is recognized in income in the period
that includes the enactment date. In determining the amount of
any valuation allowance required to offset deferred tax assets,
an assessment is made that includes anticipating future income,
in determining the likelihood of realizing deferred tax assets.
The results of the company's domestic operations were
included in Premark International, Inc.'s (Premark) consolidated
U.S. federal tax return through May 31, 1996, the date
of the Distribution. The provisions for income taxes included in
these financial statements for periods prior to the Distribution
are the company's allocated share of Premark's domestic income
tax expense, representing the expense that the company would have
incurred on a separate return basis, and the actual income tax
provisions of its foreign subsidiaries.
As part of the plan of Distribution, Tupperware and Premark
entered into a tax sharing agreement. This agreement generally
provides that for periods prior to the Distribution, the two
companies will retain the liability for any unpaid taxes
attributable to their respective operations.
Pro Forma Net Income Per Common and Common Equivalent Share
(Unaudited)
Historical net income per share has been omitted since the
company was not a separate entity with a capital structure of its
own throughout any of the years presented.
Pro forma net income per common and common equivalent share
is calculated as if the Distribution had occurred at the
beginning of fiscal 1995 and assumes that the company used $25.0
million of available cash and $271.9 million of additional
borrowings to fund a special dividend payment to Premark of
$284.9 million and $12.0 million for the amount that the company
paid in July 1996 related to the quarterly dividend declared on
Premark's common stock on May 1, 1996. Pro forma net income is
based on the company's historical net income adjusted in 1996 and
1995 for $7.0 million and $16.9 million of additional interest
expense, net of $2.7 million and $6.6 million of tax benefits,
respectively, related to the increase in borrowings at an assumed
weighted average interest rate of 6.2 percent. Pro forma net
income per share includes pro forma net income divided by an
assumed 63.1 million weighted average common and common
equivalent shares for all periods prior to the Distribution and
actual net income per share for the period subsequent to the
Distribution. The company's only common stock equivalents are
stock options.
Derivative Financial Instruments
The company periodically uses derivative financial
instruments, principally over-the-counter forward exchange
contracts with major international financial institutions, to
offset the effects of exchange rate changes on net investments in
foreign subsidiaries, firm purchase commitments, and certain
intercompany loan transactions.
Gains and losses on contracts designated as hedges of net
investments in a foreign subsidiary or intercompany transactions
that are permanent in nature are accrued as exchange rates
change, and are recognized in shareholders' equity as foreign
currency translation adjustments. Gains and losses on contracts
designated as hedges of intercompany transactions that are not
permanent in nature are accrued as exchange rates change and are
recognized in income. Gains and losses on contracts designated
as hedges of identifiable foreign currency firm commitments are
deferred and included in the measurement of the related foreign
currency transaction. Contracts hedging non-permanent
intercompany transactions and identifiable foreign currency firm
commitments are held to maturity.
Fair Value of Financial Instruments
Due to their short maturity or their insignificance, the
carrying amounts of cash and cash equivalents, accounts and notes
receivable, accounts payable, short-term borrowings, and
outstanding forward exchange contracts approximated their fair
values at December 28, 1996, and December 30, 1995. The
approximate fair value of the company's $100 million of 7.25
percent notes due in 2006, determined through reference to market
yields, was $102.2 million as of December 28, 1996. The fair
value of the remaining long-term debt approximated its book value
at the end of 1996 and 1995.
Foreign Currency Translation
Results of operations for foreign subsidiaries are translated
into U.S. dollars using the average exchange rates during the
year. The assets and liabilities of those subsidiaries, other
than those of operations in highly inflationary countries, are
translated into U.S. dollars using the exchange rates at the
balance sheet date. The related translation adjustments are
recorded in a separate component of shareholders' equity,
"Cumulative foreign currency adjustments." Foreign currency
transaction gains and losses, as well as translation of financial
statements of subsidiaries in highly inflationary countries, are
included in income.
Note 2: Relationship and Transactions with Premark International,Inc.
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). The
Distribution was effected on May 31, 1996, through a 1-for-1
distribution of stock, which was tax free to Premark's
shareholders pursuant to a ruling received from the Internal
Revenue Service.
Pursuant to the plan to distribute the shares of the company
to Premark shareholders, Premark and Tupperware entered into
several agreements, including a Distribution Agreement, an
Employee Benefits and Compensation Allocation Agreement, and a
Tax Sharing Agreement. Under the Distribution Agreement, on May
24, 1996, Dart Industries Inc. (Dart), which is now a wholly-owned
subsidiary of Tupperware, paid a $284.9 million special dividend (the
Dividend Payment) to Premark. Dart funded the Dividend Payment with new bank
borrowings and available cash. In addition, the company paid Premark $12.0
million in July 1996 to fund a portion of the quarterly dividend on Premark's
common stock declared in May 1996.
Included in the consolidated statement of income is an
allocation of general corporate expenses related to services
provided for the company by Premark in the amounts of $4.4
million for 1996 through the date of the Distribution, $14.5
million in 1995, and $13.8 million in 1994. This allocation was
based on an estimate of the proportion of corporate expenses
related to the company for the periods presented and, in the
opinion of management, has been made on a reasonable basis and
approximates the incremental costs that would have been incurred
had the company been operating on a stand-alone basis.
There are no material intercompany purchase or sale
transactions between Premark and the company. Under Premark's
centralized cash management system, short-term advances from
Premark and excess cash sent to Premark were reflected as "Net
transactions with Premark" during the periods prior to the
Distribution. No interest was charged or otherwise allocated by
Premark to the company.
Note 3: Inventories
(In millions) 1996 1995
------ ------
Finished goods . . . . . . . . . . . $127.5 $100.3
Work in process. . . . . . . . . . . 49.0 40.1
Raw materials and supplies . . . . . 76.3 66.2
------ ------
Total inventories. . . . . . . . . . $252.8 $206.6
====== ======
Note 4: Property, Plant, and Equipment
(In millions) 1996 1995
------ ------
Land . . . . . . . . . . . . . . . . $ 11.9 $ 12.7
Buildings and improvements . . . . . 175.4 173.1
Machinery and equipment. . . . . . . 760.8 732.5
Construction in progress . . . . . . 26.1 19.7
------ ------
Total property, plant, and equipment 974.2 938.0
Less accumulated depreciation. . . . (643.2) (620.3)
------ ------
Property, plant, and equipment, net $331.0 $317.7
====== ======
Note 5: Accrued Liabilities
(In millions) 1996 1995
------ ------
Compensation and employee benefits . $ 76.8 $ 61.3
Advertising and promotion. . . . . . 53.5 52.3
Taxes other than income taxes. . . . 29.5 40.9
Income taxes . . . . . . . . . . . . 27.1 29.8
Other. . . . . . . . . . . . . . . . 72.0 82.2
------ ------
Total accrued liabilities. . . . . . $258.9 $266.5
====== ======
Note 6: Financing Arrangements
Short-term Borrowings
(Dollars in millions) 1996 1995 1994
------ ------ ------
Total short-term borrowings at year-end $123.7 $83.8 $58.3
Weighted average interest rate at year-end 5.3% 3.6% 3.7%
Average borrowings during the year $186.4 $75.3 $48.4
Weighted average interest rate for the year 5.0% 3.3% 4.3%
Maximum borrowings during the year $316.6 $95.8 $70.2
The average borrowings and weighted average interest rates
were determined using month-end borrowings and the interest
rates applicable to them. Of total year-end borrowings, $70.0
million was in the form of U.S. commercial paper. The
remaining $53.7 million of short-term borrowing was from
several banks, with $19.0 million payable in Japanese yen and
$7.4 million in British pounds. As of December 28, 1996,
$98.8 million of the company's outstanding borrowings that
were due within one year by their terms were classified as
non-current due to the company's ability and intent that those
borrowings be outstanding throughout 1997.
Operating Leases
Rental expense for operating leases totaled $32.8 million
in 1996, $37.9 million in 1995, and $45.4 million in 1994.
Approximate minimum rental commitments under noncancelable
operating leases in effect at December 28, 1996, were: 1997 --
$19.5 million; 1998 -- $10.8 million; 1999 -- $3.6 million;
2000 -- $2.2 million; 2001 - $1.8 million; after 2001 - $1.4
million.
Long-term Debt
(In millions) 1996 1995
------ ------
7.05% Series Notes due 2003. . . . . . $ 15.0 $ --
7.25% Notes due 2006 . . . . . . . . . 100.0 --
Short-term borrowings classified as
non-current . . . . . . . . . . . . . 98.8 --
Other. . . . . . . . . . . . . . . . . 1.5 0.4
------ -----
Total long-term debt $215.3 $ 0.4
====== =====
On October 1, 1996, a subsidiary of the company sold to the
public $100.0 million of 10-year 7.25 percent unsecured notes
that are due in October 2006, and on December 23, 1996, a
subsidiary of the company sold through a private placement $15.0 million
of 6.5 year 7.05 percent notes due in June 2003. The proceeds from
these borrowings were used to refinance a portion of the company's
commercial paper borrowings.
As of December 28, 1996, the company had $487.1 million of
unused lines of credit, including $300.0 million under an
unsecured multicurrency facility that was entered into in May
1996. This facility supports the company's commercial paper
borrowing capability and expires in May 2001. Interest paid
on total debt in 1996, 1995, and 1994 was $10.8 million, $2.8
million, and $9.0 million, respectively.
Derivative Financial Instruments
The company's derivative financial instruments at December
28, 1996, consisted solely of the forward exchange contracts
summarized below. All of the contracts mature within 12
months. The "buy" amounts represent the U.S. dollar
equivalent of commitments to purchase foreign currencies and
the "sell" amounts represent the U.S. dollar equivalent of
commitments to sell foreign currencies, all translated at the
year end market exchange rates for the U.S. dollar.
Weighted
average
contract rate
(Dollars in millions) Buy Sell of exchange
---- ---- -------------
Philippine pesos with U.S. dollars . . $15.1 26.5000
Belgian francs with U.S. dollars . . . 14.2 31.7642
German marks with U.S. dollars . . . . 9.7 1.5584
Italian lira with U.S. dollars . . . . 5.3 1,526.452
Swiss francs with U.S. dollars . . . . 4.8 1.3292
Belgian francs for U.S. dollars. . . . $44.9 30.7505
French francs for U.S. dollars . . . . 26.2 5.0888
Spanish pesetas for Belgian francs . . 12.1 32.0513
Portuguese escudos for U.S. dollars 9.9 155.7788
Swiss francs for U.S. dollars. . . . . 6.5 1.2436
French francs for Swiss francs . . . . 5.4 1.3461
British pounds for Netherlands guilders 5.1 1.7464
Netherlands guilders for U.S. dollars 4.9 1.6787
Other currencies . . . . . . . . . . . 19.3 10.3 various
----- ------
Total. . . . . . . . . . . . . . . . $68.4 $125.3
===== ======
The contracts to sell Belgian, French, and Swiss francs;
Portuguese escudos; and Netherlands guilders for U.S. dollars
are hedging a portion of the company's net investments in
those countries. All other contracts are hedging cross-currency
intercompany loans that are not permanent in nature.
The company's theoretical credit risk for each forward
exchange contract is its replacement cost, but management
believes that the risk of incurring credit losses is remote
and that such losses, if any, would not be material. The
company is also exposed to market risk on its forward exchange
contracts due to potential changes in foreign exchange rates;
however, such market risk would be substantially offset by
changes in the valuation of the underlying items being hedged.
At December 28, 1996, and December 30, 1995, the net accrued
gain and the net accrued loss on all forward exchange
contracts were $2.3 million and $6.8 million, respectively.
The aggregate impact of all foreign currency transactions was
not material to the company's income.
Note 7: Income Taxes
For income tax purposes, the domestic and foreign
components of income before taxes were as follows:
(In millions) 1996 1995 1994
------ ------ ------
Domestic $ 97.8 $106.4 $105.7
Foreign 136.7 118.5 85.5
------ ------ ------
Total $234.5 $224.9 $191.2
====== ====== ======
The provision for income taxes was as follows:
(In millions) 1996 1995 1994
------ ------ ------
Current:
Federal. . . . . . . . . . . . . $ 7.7 $(40.6) $ 1.2
Foreign. . . . . . . . . . . . . 63.3 84.4 54.8
State. . . . . . . . . . . . . . 3.4 -- 0.9
------ ------ ------
74.4 43.8 56.9
------ ------ ------
Deferred:
Federal. . . . . . . . . . . . . (6.8) 38.3 (6.1)
Foreign. . . . . . . . . . . . . (6.6) (30.6) (7.7)
State. . . . . . . . . . . . . . (1.2) 2.0 (1.1)
------ ------ ------
(14.6) 9.7 (14.9)
------ ------ ------
Total. . . . . . . . . . . . . . $ 59.8 $ 53.5 $ 42.0
======= ====== ======
The differences between the provision for income taxes and
income taxes computed using the U.S. federal statutory rate
were as follows:
(In millions) 1996 1995 1994
------ ------ ------
Amount computed using statutory rate $ 82.1 $ 78.7 $ 66.9
Increase (reduction) in taxes
resulting from:
Net benefit from repatriating
foreign earnings . . . . . . . . (6.8) (22.6) (15.7)
Foreign income taxes . . . . . . . . -- 5.7 5.9
Changes in valuation allowance for
federal deferred tax assets. . . (9.9) -- (19.0)
Benefit of capital loss carryforward (10.0) -- --
Resolution of tax audit contingencies -- (10.4) --
Other. . . . . . . . . . . . . . . . 4.4 2.1 3.9
------ ------ ------
$59.8 $ 53.5 $ 42.0
====== ====== ======
In 1996, 1995, and 1994, Tupperware recognized $3.1
million, $5.7 million, and $9.4 million, respectively, of
benefits for deductions associated with the exercise of
employee stock options. These benefits were added directly to
capital surplus in 1996 and to "Net Investment by Premark" in
1995 and 1994, and are not reflected in the provision for
income taxes.
Deferred tax assets (liabilities) are composed of the
following:
(In millions) 1996 1995
-------- --------
Depreciation . . . . . . . . . . . . . . . $ (29.0) $ (29.7)
Deferred costs . . . . . . . . . . . . . . (4.9) (4.4)
Other. . . . . . . . . . . . . . . . . . . (3.4) (3.9)
------- -------
Gross deferred tax liabilities . . . . . . (37.3) (38.0)
------- -------
Credit carryforwards . . . . . . . . . . . 31.7 9.1
Fixed assets basis differences . . . . . . 23.8 17.5
Bad debt reserves. . . . . . . . . . . . . 14.9 9.9
Postretirement benefits. . . . . . . . . . 14.3 15.1
Employee benefits accruals . . . . . . . . 18.2 13.6
Inventory reserves . . . . . . . . . . . . 10.3 17.0
Computer leasing transactions. . . . . . . 7.6 9.1
Other accruals . . . . . . . . . . . . . . 28.8 38.3
------- -------
Gross deferred tax assets. . . . . . . . . 149.6 129.6
------- -------
Valuation allowances . . . . . . . . . . . (25.8) (25.9)
------- -------
Net deferred tax assets. . . . . . . . . . $ 86.5 $ 65.7
======= =======
At December 28, 1996, the company had a domestic capital
loss carryforward of $40.7 million and foreign net operating
loss carryforwards of $51.3 million. The capital loss
carryforward expires in 2001. Of the total net operating loss
carryforwards, $43.7 million expire at various dates from 1997
to 2001, while the remainder have unlimited lives. During
1996, the company recognized net benefits of $3.7 million
related to foreign net operating loss carryforwards.
Repatriation of foreign earnings would not result in a
significant incremental cost to the company. At December 28,
1996, and December 30, 1995, the company had valuation
allowances against certain deferred tax assets totaling $25.8
million and $25.9 million, respectively. These valuation
allowances relate to tax assets in jurisdictions where it is
management's best estimate that there is not a greater than 50
percent probability that the benefit of the assets will be
realized in the associated tax returns.
The company paid income taxes in 1996, 1995, and 1994, of
$76.5 million, $75.2 million, and $47.9 million, respectively.
For periods prior to the Distribution when the company's
domestic operations were included in Premark's U.S. tax
returns, income tax payments were only made by foreign
subsidiaries of the company.
Note 8: Retirement Benefit Plans
Pension Plans
The company has various pension plans covering
substantially all domestic employees and certain employees in
other countries. Prior to the Distribution, the participants
in the domestic plan were covered by a pension plan with
similar benefits, sponsored by Premark (the Premark Plan).
Under an agreement with Premark, the company has assumed or
retained pension liabilities related to substantially all
Tupperware participants. Assets of the Premark Plan have been
allocated in accordance with ERISA rules between the Premark
Plan and the company's plan for domestic participants.
The actuarial cost method used in determining pension
expense is the projected unit credit method. Generally,
annual cash contributions are equal to the minimum funding
amounts required by ERISA for the U.S. plan.
Net pension expense included the following components:
(In millions) 1996 1995 1994
----- ----- -----
Service cost on benefits earned
during the year. . . . . . . . $ 5.2 $ 4.8 $ 3.2
Interest cost on benefits earned
in prior years . . . . . . . . 5.4 5.8 3.9
Return on plan assets:
Actual (gain) loss . . . . . . . (4.2) (6.7) 1.0
Deferred gain (loss) . . . . . . 0.8 3.2 (3.9)
----- ----- -----
Net gain recognized. . . . . . . . (3.4) (3.5) (2.9)
Net amortization . . . . . . . . . 0.8 0.8 0.3
----- ----- -----
Net pension expense. . . . . . . . $ 8.0 $ 7.9 $ 4.5
===== ===== =====
The assumed long-term rates of return on assets used in
determining net pension expense were: U.S. plan -- 9.0
percent; foreign plans -- various rates from 4.0 percent to
11.0 percent. The assumed discount rates used in determining
the actuarial present value of the projected benefit
obligations were: U.S. plan -- 7.75 percent at December 28,
1996; 7.25 percent at December 30, 1995; and 8.75 percent at
December 31, 1994; foreign plans -- various rates from 3.5
percent to 10.0 percent. The assumed rates of increase in
future compensation levels were: U.S. plan -- 6.0 percent;
foreign plans -- various rates from 3.0 percent to 8.0
percent.
The funded status of the plans was as follows:
U.S. Foreign
plan plans
-------------- --------------
(In millions) 1996 1995 1996 1995
---- ---- ---- ----
Actuarial present value of benefit
obligations:
Vested benefits. . . . . . . . . . $ 20.3 $20.0 $49.2 $49.8
Nonvested benefits . . . . . . . . 1.0 0.9 5.6 6.3
------ ----- ----- -----
Accumulated benefit obligations. . . 21.3 20.9 54.8 56.1
Effect of projected future salary
increases . . . . . . . . . . . . 3.0 4.0 13.4 14.6
------ ----- ----- -----
Projected benefit obligations. . . . 24.3 24.9 68.2 70.7
Plan assets at fair value -- primarily
equity securities and corporate
and government bonds . . . . . . . 21.7 20.8 29.4 28.0
------ ----- ----- -----
Plan assets less than projected
benefit obligations. . . . . . . . (2.6) (4.1) (38.8) (42.7)
Unrecognized prior service (benefit)
cost . . . . . . . . . . . . . . . -- (0.3) 0.1 0.1
Unrecognized net (gain) loss. . . . . (0.5) 2.2 7.4 11.2
Unrecognized net transition
(asset) obligations. . . . . . . . (0.4) (0.5) 3.2 3.9
------ ----- ------ ------
Accrued pension cost . . . . . . . . $ (3.5) $(2.7) $(28.1) $(27.5)
====== ===== ====== ======
At December 28, 1996, and December 30, 1995, the accumulated
benefit obligations of certain foreign plans exceeded plan
assets. For those plans, the accumulated benefit obligations
were $45.0 million and $47.1 million and the projected benefit
obligations were $54.7 million and $57.2 million for 1996 and
1995, respectively. The fair values of those plans' assets at
the end of 1996 and 1995 were $17.5 million and $17.1 million,
respectively.
The company also has several savings, thrift, and profit-sharing plans.
Its contributions to these plans are based upon various levels of
employee participation. The total cost of these plans was $3.5 million
in 1996, $2.8 million in 1995, and $3.9 million in 1994.
Medical and Life Insurance Benefits
In addition to providing pension benefits, the company
provides certain postretirement health care and life insurance
benefits for selected U.S. and Canadian employees. Most
employees and retirees outside the United States are covered by
government health care programs. Employees may become eligible
for these benefits if they reach normal retirement age while
working for the company and satisfy certain years of service
requirements. The medical plans are contributory, with retiree
contributions adjusted annually, and contain other cost-sharing
features, such as deductibles and coinsurance. The medical
plans include an allowance for Medicare for post-65 retirees.
The net periodic postretirement benefit costs for 1996, 1995,
and 1994 were:
(In millions) 1996 1995 1994
----- ----- -----
Service cost . . . . . . . . . . . . . $ 0.5 $ 0.3 $ 0.4
Interest on accumulated postretirement
benefit obligation. . . . . . . . . . 2.8 3.0 3.0
Net amortization . . . . . . . . . . . (0.1) (0.2) --
----- ----- -----
Total. . . . . . . . . . . . . . . . . $ 3.2 $ 3.1 $ 3.4
===== ===== =====
The projected liabilities, which are not funded, are
reconciled with the amounts recognized in the company's
consolidated balance sheet, as follows:
(In millions) 1996 1995
------ ------
Accumulated postretirement benefit
obligations:
Retirees . . . . . . . . . . . . $34.4 $33.8
Other fully eligible participants 0.1 1.2
Other active participants. . . . 3.9 6.1
----- -----
38.4 41.1
Unrecognized prior service benefit 2.1 2.3
Unrecognized loss. . . . . . . . . (1.2) (4.5)
----- -----
Accrued postretirement benefit cost 39.3 38.9
Less current portion . . . . . . . . 2.4 2.8
----- -----
Total long-term accrued postretirement
benefit cost. . . . . . . . . . . $36.9 $36.1
===== =====
The weighted-average discount rate used in determining the
accumulated postretirement benefit obligation was 7.75 percent
at December 28, 1996, and 7.25 percent at December 30, 1995.
The assumed health care cost trend rate is 10 percent for the
pre-65 plan and 7 percent for the post-65 plan for 1996. These
rates are assumed to decrease by one percentage point per year
until an ultimate level of 6 percent is reached. The rate is
assumed to remain at that level thereafter. The health care
cost trend rate assumption has a significant effect on the
amounts reported. For example, increasing the assumed health
care cost trend rates by one percentage point in each year
would increase the accumulated postretirement benefit
obligation as of December 28, 1996, by $3.9 million. The
effect of a one percentage point increase on the aggregate of
the service and interest cost components of net periodic
postretirement benefit cost for 1996 would be $0.4 million.
The company continues to evaluate ways in which it can
improve management of these benefits and control the costs.
Any changes in the plans or revisions to assumptions that
affect the amount of expected future benefits may have a
significant effect on the amount of the reported obligation and
future annual expense.
Note 9: Incentive Compensation Plans
Certain officers and other key employees of the company
participate in the Tupperware Corporation 1996 Incentive Plan
(the Incentive Plan). Annual and long-term performance awards
and awards of options to purchase Tupperware shares and of
restricted stock are made under the Incentive Plan.
Performance Awards
Earned performance awards of $19.3 million,
$12.9 million, and $9.0 million are included in the
consolidated statement of income for 1996, 1995, and 1994,
respectively.
Stock Awards
The total number of shares initially available
for grant under the Incentive Plan was 6,100,000; however, that
amount may be increased by up to 1,500,000 shares in the event
that the company repurchases shares during the Incentive Plan's
10-year term. Of the total number of shares available for
grant, up to 300,000 may be used for restricted stock awards.
As of December 28, 1996, shares available for award under the
Incentive Plan totaled 3,323,573 of which 151,689 could be
granted in the form of restricted stock.
In connection with the Distribution, options to purchase
Premark shares and restricted shares of Premark stock that were
held by Tupperware officers and employees were canceled and
reissued under the Incentive Plan as options to purchase
Tupperware shares and restricted shares of Tupperware stock.
The reissuances were in amounts and at exercise prices that
maintained the amount of unrealized stock appreciation. The
vesting dates and exercise periods of these options and
restricted shares were not affected by the cancellation and
reissuance. The exercise prices of all outstanding options
have been set at the fair market value of the shares on the
date of grant. Under the options outstanding as of December 28,
1996, 70,792 shares may be purchased at prices less than $10.00
per share; 652,926 shares at prices between $10.01 and $20.00
per share; 309,815 shares at prices between $20.01 and $30.00
per share; 721,560 shares at prices between $30.01 and $40.00
per share; and 682,050 shares at prices greater than $40.00 per
share. All outstanding options have vesting dates that are
three years from the date of grant and exercise periods that
are 10 years from the date of grant. Outstanding restricted
shares have initial vesting periods ranging from 1 to 5 years.
Options outstanding as of December 28, 1996, will expire during
the period 1999 through 2006, and have a weighted-average
remaining life of 7.5 years. As of December 28, 1996, options
to purchase 995,731 shares were exercisable.
Since the exercise prices of all outstanding options have been
set at the grant date market prices, under the company's
accounting policy no compensation expense has been reflected in
the consolidated income statement. As required by FASB
Statement 123, "Accounting for Stock-Based Compensation," the
company has estimated the fair value of its 1996 option grants
and the 1995 option grants for Premark stock made to
individuals who became officers and employees of Tupperware
Corporation. If these fair value estimates had been used to
record compensation expense in the consolidated income
statement, pro forma net income would have been reduced by $1.6
million and $0.1 million to $168.8 million and $161.0 million,
or $2.67 and $2.55 per common and common equivalent share, in
1996 and 1995, respectively.
The fair values of the 1996 and 1995 stock option grants were
estimated using the Black-Scholes option-pricing model with the
following assumptions: dividend yield of 2.0 percent for both
years; expected volatility of 30.0 percent for both years; risk
free interest rates of 6.4 percent and 5.8 percent for 1996 and
1995, respectively; and expected lives of 5 years for both 1996
and 1995. Compensation expense associated with restricted
stock grants is equal to the fair market value of the shares on
the date of grant and is recognized ratably over the required
holding period. Compensation expense associated with
restricted stock grants was not significant.
Under the Tupperware Corporation Director Stock Plan (Director
Plan), non-employee directors may elect to receive their annual
retainers in the form of stock or stock options. Options
granted to directors become exercisable on the last day of the
fiscal year in which they are granted, have a term of 10 years,
and have an exercise price that compensates for the foregone
cash retainer. This amount and the value of stock grants on
the date of award have been recognized as an expense by the
company. The number of shares initially available for grant
under the Director Plan and the number of shares available as
of December 28, 1996, were 300,000 and 254,412, respectively.
As of December 28, 1996, options to purchase 44,213 shares were
exercisable.
For Tupperware directors with options under the Premark
Director Stock Option plan (Premark plan) who were Premark
directors prior to the Distribution, the options were canceled
and reissued in a manner similar to employee awards. For
outside Tupperware directors who continued as Premark directors
as of the date of the Distribution, one-half of the unvested
options under the Premark plan were canceled and reissued and
the other half remained as Premark stock options.
Stock option and restricted stock activity for the Incentive
Plan and the Director Plan is summarized below:
Average
Shares subject option price
Stock Options to option per share
- ------------------------------ --------------- --------------
Balance at December 30, 1995 . . . . . -- --
Options granted to replace Premark
options . . . . . . . . . . . . . 2,006,566 $22.60
Options granted . . . . . . . . . . . 685,500 42.22
Options canceled . . . . . . . . . . (19,737) 33.57
Options exercised . . . . . . . . . . (235,186) 13.45
----------
Balance at December 28, 1996 . . . . 2,437,143 28.91
==========
Shares
Shares available
Restricted Stock outstanding for issuance
- ------------------------------- --------------- --------------
Balance at December 30, 1995 . . . . . -- --
Increase in shares available due to
adoption of Incentive Plan . . . . -- 300,000
Shares awarded to replace
Premark shares . . . . . . . . . . 61,311 (61,311)
Shares awarded . . . . . . . . . . . 87,000 (87,000)
--------- ---------
Balance at December 28, 1996 . . . . 148,311 151,689
========= =========
Note 10: Geographic Information
The company operates worldwide in one business segment: the
manufacture and distribution, through independent direct sales
forces, of plastic food storage and serving containers, microwave
cookware, and educational toys.
(In millions) 1996 1995 1994
------ ------ ------
Net sales:
Europe . . . . . . . . . . . . $ 581.7 $ 595.1 $ 540.1
Americas:
United States. . . . . . . . 181.1 208.6 228.8
Latin America. . . . . . . . 268.5 200.6 176.4
-------- -------- --------
449.6 409.2 405.2
Asia Pacific . . . . . . . . . 338.0 355.1 329.3
-------- -------- --------
Total net sales . . . . . . $1,369.3 $1,359.4 $1,274.6
======== ======== ========
Operating Profit:
Europe . . . . . . . . . . . . $ 153.0 $ 156.8 $ 125.0
Americas:
United States. . . . . . . . 10.4 10.3 16.0
Latin America. . . . . . . . 43.3 19.4 15.7
-------- -------- --------
53.7 29.7 31.7
Asia Pacific . . . . . . . . . 61.0 59.4 46.3
-------- -------- --------
Total operating profit . . . . 267.7 245.9 203.0
Unallocated expenses . . . . . . (16.1) (22.9) (12.0)
Costs associated with becoming an
independent company. . . . . . . (9.1) -- --
Interest (expense) income, net . (8.0) 1.9 0.2
-------- -------- --------
Income before income taxes . . $ 234.5 $ 224.9 $ 191.2
======== ======== ========
Identifiable assets:
Europe . . . . . . . . . . . . $ 315.6 $ 327.7 $ 284.5
Americas:
United States. . . . . . . . . 176.3 159.1 161.6
Latin America. . . . . . . . . 181.1 115.6 90.8
-------- -------- --------
357.4 274.7 252.4
Asia Pacific . . . . . . . . . 198.5 187.9 192.1
Corporate. . . . . . . . . . . 107.0 153.7 153.6
-------- -------- --------
Total identifiable assets. . . $ 978.5 $ 944.0 $ 882.6
======== ======== ========
Sales to a single customer did not exceed 10 percent of total sales.
Export sales were insignificant. Unallocated expenses are corporate
expenses and other items not directly related to the operations of
any particular geographic area. Corporate assets consist of cash
and assets maintained for general corporate purposes. As of
December 28, 1996, the company's net investment in international
operations was $316.9 million. The company is subject to the usual
economic risks associated with international operations; however,
these risks are partially mitigated by the broad geographic
dispersion of the company's operations.
Note 11: Contingencies
The company and certain subsidiaries are involved in litigation
and various legal matters that are being defended and handled in the
ordinary course of business. Included among these matters are
environmental issues. None of the company's contingencies are
expected to have a material adverse effect on its financial
position, results of operations, or cash flow.
Kraft Foods, Inc., which was formerly affiliated with Premark and
Tupperware, has assumed any liabilities arising out of any legal
proceedings in connection with certain divested or discontinued
businesses. The liabilities assumed include matters alleging
product liability, environmental liability, and infringement of
patents.
Note 12: Quarterly Financial Summary (Unaudited)
Following is a summary of the unaudited interim results of
operations for each quarter in the years ended December 28, 1996,
and December 30, 1995.
(In millions, except First Second Third Fourth
per share amounts) quarter quarter quarter quarter
------- ------- ------- -------
Year ended December 28, 1996:
Net sales. . . . . . . . . . . $329.0 $379.0 $290.6 $370.7
Cost of products sold. . . . . 120.4 134.3 104.6 128.0
Net income . . . . . . . . . . 31.6 50.6 18.1 74.4
Pro forma net income per common
and common equivalent share 0.46 0.77 0.29 1.17
Dividends, declared per share -- -- 0.22 0.22
Composite stock price range:
High . . . . . . . . . . . . N/A 46 3/8 49 7/8 55 1/2
Low. . . . . . . . . . . . . N/A 38 3/4 38 1/4 45 7/8
Close. . . . . . . . . . . . N/A 42 1/4 49 54 3/8
Year ended December 30, 1995:
Net sales . . . . . . . . . . . $330.2 $351.0 $291.9 $386.3
Cost of products sold . . . . . 113.4 122.6 112.1 133.4
Net income. . . . . . . . . . . 30.6 47.9 18.3 74.6
Pro forma net income per common
and common equivalent share. . 0.44 0.72 0.25 1.14
Note 13: Rights Agreement
In 1996, the company adopted a shareholders' rights plan with a
duration of 10 years, under which shareholders received a right to
purchase one one-hundredth of a share of preferred stock for each
right owned. The rights are exercisable if 15 percent of the
company's common stock is acquired or threatened to be acquired, and
the rights are redeemable by the company if exercisability has not
been triggered. Under certain circumstances, if 50 percent or more of the
company's consolidated assets or earning power are sold, a right
entitles the holder to buy shares of the company equal in value to
twice the exercise price of each right. Upon acquisition of the
company by a third party, a holder could receive the right to
purchase stock in the acquirer. The foregoing percentage thresholds
may be reduced to not less than 10 percent.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders
of Tupperware Corporation:
In our opinion, the accompanying consolidated balance sheet and the
related consolidated statements of income, of cash flows and of
shareholders' equity present fairly, in all material respects, the financial
position of Tupperware Corporation and its subsidiaries at December 28, 1996
and December 30, 1995, and the results of their operations and their cash
flows for each of the three years in the period ended December 28, 1996, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of Tupperware Corporation's management;
our responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Price Waterhouse LLP
Orlando, Florida
February 14, 1997
Exhibit 21
Tupperware Corporation
Active Subsidiaries as of
March 10, 1997
The following subsidiaries are wholly-owned by the Registrant or
another subsidiary of the Registrant.
Subsidiary Location
Cook Insurance Co., Ltd. Bermuda
Deerfield Land Corporation Delaware
Tupperware Finance Holding Company B.V. Netherlands
Tupperware Finance Company B. V. Netherlands
Tupperware Financial Corporation Delaware
Tupperware Services, Inc. Delaware
Dart Industries Inc. Delaware
Tupperware Far East, Inc. Delaware
Tupperware Polska Sp.zo.o Poland
Tupperware Turkey, Inc. Delaware
Dart Far East Sdn. Bhd. Malaysia
Dart Argentina S.A. Argentina
Dart de Venezuela, C.A. Venezuela
Tupperware Colombia S.A. Colombia
Dart do Brasil Industria e Comercio Ltda. Brazil
Daypar Participacoes Ltda Brazil
Academia Negocios S/C Ltda. Brazil
Adota Artigos Domesticos Ltda. Brazil
Tupperware Hellas, S.A.I.C. Greece
Tupperware Israel Ltd. Israel
Tupperware Espana, S.A. Spain
Tupperware Belgium N.V. Belgium
Tupperware France S.A. France
Tupperware Deutschland G.m.b.H. Germany
Tupperware Del Ecuador Tupperware Cia. Ltda. Ecuador
Dart Industries G.m.b.H. Austria
Dart Industries Hong Kong Limited Hong Kong
Tupperware India Private Limited India
Tupperware Asia Pacific Holdings
Private Limited Mauritius
Tupperware China, Inc. Delaware
Tupperware (China) Company Limited PRC
Tupperware Nederland Properties B.V. Netherlands
Tupperware Nederland B.V. Netherlands
Tupperware Southern Africa
(Proprietary) Limited South Africa
Tupperware East Africa Limited Kenya
Dart Industries (New Zealand) Limited New Zealand
Tupperware Italia S.p.A. Italy
Dart (Philippines), Inc. Philippines
Tupperware Realty Corporation Philippines
Dart, S.A. de C.V. Mexico
Servicios Especializados de
Arrendamiento en Latinoamerica
S.A. de C.V Mexico
Asociacion Nacional Mexico Mexico
Tupperware (Suisse) S.A. Switzerland
Dartco Manufacturing Inc. Delaware
Tupperware Industria Lusitana de
Artigos Domesticos, Lda. Portugal
Tupperware (Portugal) Artigos
Domesticos, Lda. Portugal
Premiere Products, Inc. Delaware
Exportadora Lerma, S.A. de C.V. Mexico
Tupperware General Services N.V. Belgium
Premiere Manufacturing, Inc. Delaware
Premiere Korea Ltd. Korea
Tupperware U.S., Inc. Delaware
Tupperware Distributors, Inc. Delaware
Tupperware Factors Inc. Delaware
Tupperware Canada Inc. Canada
Japan Tupperware Co., Ltd. Japan
Tupperware Australia Pty. Ltd. Australia
Dart Staff Superannuation Fund Pty Ltd. Australia
Tupperware Commercial Ltd. Hungary
Orlando Sociedad Comercializadora Limitada Chile
Importadora Y Distribuidora
Importupp Limitada Chile
Tupperware Czech Republic, spol. s.r.o. Czech Republic
Tupperware Iberica S.A. Spain
Tupperware Singapore Pte. Ltd. Singapore
Tupperware (Thailand) Limited Thailand
Tupperware Uruguay S.A. Uruguay
Dart Executive Pension Fund Limited United Kingdom
Dart Pension Fund Limited United Kingdom
Tupperware Home Parties Corporation Delaware
Tupperware U.K. Holdings, Inc. Delaware
Dart Industries Limited United Kingdom
Premark Scandinavia A/S Denmark
The Tupperware Foundation Deleware
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 33-04871), the
Registration Statement on Form S-8 (No. 33-04869), the
Registration Statement on Form S-8 (No. 33-18331) and the
Prospectus constituting part of the Registration Statement on
Form S-3 (No. 33-12125) of Tupperware Corporation of our report
dated February 14, 1997 appearing on page 35 of the Annual Report
to Shareholders which is incorporated in this Annual Report on
Form 10-K. We also consent to the incorporation by reference of
our report on the Financial Statement Schedule, which appears on
page 21 of this Form 10-K.
Price Waterhouse LLP
Orlando, Florida
March 24, 1997
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of Tupperware Corporation, a Delaware corporation,(the
"Corporation"), hereby constitutes and appoints Thomas M. Roehlk,
Charles L. Dunlap and Carol A. Vix, and each of them, true and
lawful attorneys-in-fact and agents of the undersigned, with full
power of substitution and resubstitution, for and in the name,
place and stead of the undersigned, in any and all capacities, to
sign the Annual Report on Form 10-K of the Corporation for its
fiscal year ended December 28, 1996, and any and all amendments
thereto, and to file or cause to be filed the same, together with
any and all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents and substitutes, and each
of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and
about the premises as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and
substitutes, and each of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his or her hand and seal this 5th day of March, 1997.
Rita Bornstein
William O. Bourke
Ruth M. Davis
Lloyd C. Elam
Clifford J. Grum
Joe R. Lee
Joseph E. Luecke
Bob Marbut
David R. Parker
Robert M. Price
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
of Tupperware Corporation a Delaware corporation, (the
"Corporation"), hereby constitutes and appoints Thomas M. Roehlk,
Charles L. Dunlap and Carol A. Vix, and each of them, true and
lawful attorneys-in-fact and agents of the undersigned, with full
power of substitution and resubstitution, for and in the name,
place and stead of the undersigned, in any and all capacities, to
sign the Annual Report on Form 10-K of the Corporation for its
fiscal year ended December 28, 1996, and any and all amendments
thereto, and to file or cause to be filed the same, together with
any and all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents and substitutes, and each of
them, full power and authority to do and perform each and every act
and thing requisite or necessary to be done in and about the
premises as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents and substitutes, and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand
and seal this 17 day of March, 1997.
__________________________
Thomas P. O'Neill
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
TUPPERWARE CORPORATION'S 1996 FINANCIAL STATEMENTS AS INCORPORATED BY
REFERENCE IN ITS ANNUAL REPORT ON FORM 10-K AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
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<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-START> DEC-31-1995
<PERIOD-END> DEC-28-1996
<CASH> 53000
<SECURITIES> 0
<RECEIVABLES> 182500
<ALLOWANCES> 27700
<INVENTORY> 252800
<CURRENT-ASSETS> 523200
<PP&E> 974200
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<CURRENT-LIABILITIES> 379800
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0
0
<COMMON> 600
<OTHER-SE> 304900
<TOTAL-LIABILITY-AND-EQUITY> 978500
<SALES> 1369300
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<CGS> 487300
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<OTHER-EXPENSES> 3200
<LOSS-PROVISION> 20900
<INTEREST-EXPENSE> 13200
<INCOME-PRETAX> 234500
<INCOME-TAX> 59800
<INCOME-CONTINUING> 174700
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