<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [ ]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
TUPPERWARE CORPORATION
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
TUPPERWARE CORPORATION
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[ ] No Fee Required.
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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<PAGE> 2
Tupperware Corporation
14901 S. Orange Blossom Trail
Orlando, FL 32837
Mailing Address:
Post Office Box 2353
Orlando, FL 32802-2353
Tupperware Logo
To Our Shareholders:
It is my pleasure to invite you to attend the first annual meeting of
shareholders of Tupperware Corporation to be held on Monday, May 5, 1997 at the
Hyatt Regency Orlando Hotel, Orlando International Airport, Orlando, Florida.
The meeting will begin at 4:00 p.m.
The notice of meeting and proxy statement following this letter describe
the business expected to be transacted at the meeting. During the meeting we
will also report on the current activities of the Company, and you will have an
opportunity to ask questions. Whether or not you plan to attend this meeting, we
urge you to sign the enclosed proxy card and return it as soon as possible so
that your shares will be represented.
Mr. William O. Bourke and Mr. Joseph E. Luecke will retire at this annual
meeting. It has been a privilege to serve with these distinguished businessmen
on the Tupperware Board and on the Board of Premark International, Inc.,
Tupperware's predecessor parent company. We appreciate their dedicated service
- -- Mr. Bourke as Chairperson of the Audit and Corporate Responsibility Committee
and Mr. Luecke for his participation as a member of the Compensation and
Directors Committee. We thank them for their service and wish them the very
best.
Sincerely,
Warren L. Batts
Warren L. Batts
Chairman and
Chief Executive Officer
March 27, 1997
<PAGE> 3
Tupperware Corporation
14901 S. Orange Blossom Trail
Orlando, FL 32837
Mailing Address:
Post Office Box 2353
Orlando, FL 32802-2353
Tupperware Logo
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 1997 annual meeting of shareholders of Tupperware Corporation will be
held at the Hyatt Regency Orlando Hotel, Orlando International Airport, 9300
Airport Boulevard, Orlando, Florida 32827 on Monday, May 5, 1997 at 4:00 p.m. to
consider and vote upon:
1. The election of one director for the term expiring at the 1998
annual meeting of shareholders and three directors for the term expiring at
the 2000 annual meeting of shareholders;
2. The proposal to ratify the appointment of Price Waterhouse LLP as
independent auditors for the fiscal year ending December 27, 1997; and
3. Such other business as may properly come before the meeting and any
adjournment thereof.
The foregoing matters are described in more detail in the attached proxy
statement.
Please complete and sign the enclosed proxy card and return it promptly in
the accompanying postpaid envelope. This will ensure that your vote is counted,
whether or not you are able to be present. If you attend the meeting, you may
revoke your proxy and vote in person.
If you are a shareholder of record and plan to attend the meeting, please
check your proxy card in the space provided. Your admission ticket will be
mailed to you prior to the meeting date. If your shares are not registered in
your name, please advise the shareholder of record (your broker, bank, etc.)
that you wish to attend. That firm will provide you with evidence of ownership
which will admit you to the meeting.
By order of the Board of Directors,
Thomas M. Roehlk
Thomas M. Roehlk
Senior Vice President,
General Counsel and Secretary
March 27, 1997
<PAGE> 4
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Tupperware Corporation (the "Company") of
proxies to be voted at the annual meeting of shareholders of the Company to be
held on May 5, 1997 and at any adjournment thereof. This proxy statement and the
accompanying form of proxy are being mailed to shareholders on or about March
27, 1997.
The Company is a worldwide direct selling consumer products company engaged
in the manufacture and sale of Tupperware brand products. On May 31, 1996, the
Company became a publicly-held corporation through the pro rata distribution by
Premark International, Inc. ("Premark") of all of the outstanding shares of
common stock of the Company to Premark's common shareholders (the
"Distribution").
VOTING AT THE MEETING
The Board of Directors (the "Board") has fixed the close of business on
March 10, 1997, as the record date for determining shareholders entitled to vote
at the meeting. On that date there were outstanding 61,986,719 shares of the
Company's common stock, each of which will be entitled to one vote. A majority
of the shares entitled to vote at the meeting will constitute a quorum for the
transaction of business.
Shares will be voted in accordance with the instructions indicated in a
properly executed proxy. If no instructions are indicated, such shares will be
voted as recommended by the Board. A shareholder who has given a proxy may
revoke it by voting in person at the meeting, or by giving written notice of
revocation or a later-dated proxy to the Secretary of the Company at any time
before the closing of the polls at the meeting. The Company has appointed an
officer of Norwest Bank Minnesota, N.A., transfer agent for the Company, as the
independent inspector to act at the meeting.
The Company's By-laws require the affirmative vote of a plurality of the
votes cast at the meeting for the election of directors, and the affirmative
vote of a majority of the votes cast at the meeting for the approval of the
independent auditors. Broker non-votes are not treated as votes cast for
purposes of any of the matters to be voted on at the meeting.
1. ELECTION OF DIRECTORS
BOARD OF DIRECTORS
The Board is divided into three classes of directors. At each annual
meeting, members of one of the classes, on a rotating basis, are elected for a
three-year term. At this meeting directors have been nominated for election to
two classes. All of the nominees are currently directors of the Company. Four
directors have been nominated by the Board for election at this meeting. They
are Rita Bornstein for the term expiring in 1998 and Joe R. Lee, Bob Marbut and
David R. Parker for the term expiring in 2000.
Unless otherwise specified, proxy votes will be cast for the election of
all of the nominees as directors. If any such person should be unavailable for
election, resign or withdraw, the Board has authority to either reduce the
number of directors accordingly or designate a substitute nominee. In the latter
event, it is intended that proxy votes will be cast for the election of such
substitute nominee. Shareholder nominations of persons for election as directors
are subject to the notice requirements described under the caption "Other
Matters" appearing later in this proxy statement.
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<PAGE> 5
The following pages contain information concerning the nominees, the
directors whose terms of office will continue after the meeting, and the
directors who are retiring. Unless otherwise indicated, each such person has
served for at least the past five years in the principal business position
currently or most recently held.
<TABLE>
<CAPTION>
NAME, PRINCIPAL BUSINESS POSITIONS FOR PAST FIVE YEARS, YEAR FIRST
OTHER DIRECTORSHIPS, EXPIRATION OF TERM AND AGE ELECTED DIRECTOR
------------------------------------------------------- ----------------
<S> <C>
NOMINEE FOR ELECTION AS A DIRECTOR FOR THE TERM EXPIRING IN
1998:
RITA BORNSTEIN, PH.D., President of Rollins College, an
independent comprehensive liberal arts college since
1990. Dr. Bornstein previously served as Vice President
of the University of Miami. She serves as a director of
Barnett Banks, Inc. and Barnett Bank of Central
Florida, N.A. Age 61. ................................. 1997
NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN
2000:
JOE R. LEE, Chairman and Chief Executive Officer of
Darden Restaurants, Inc. since May 1995. Mr. Lee served
as President and Chief Executive Officer of General
Mills Restaurants from December 1994 until being named
to his present position. He previously served as Vice
Chairman of General Mills, Inc. and Chief Financial
Officer. Mr. Lee serves as a director of Darden
Restaurants, Inc. Age 56. ............................. 1996
BOB MARBUT, Chairman and Chief Executive Officer since
1994 of Argyle Television, Inc., a television station
operating company, and Chairman and Chief Executive
Officer since January 1992 of Argyle Communications,
Inc., a communications investment and operating
company. He was Chief Executive Officer of Argyle
Television Holding, Inc., a television station
operating company, a position held from 1993 until
1995. Prior thereto, Mr. Marbut served in various
executive positions with Harte-Hanks Communications,
Inc. Mr. Marbut serves as a director of Argyle
Communications, Inc., Argyle Television, Inc., Diamond
Shamrock, Inc., Katz Media Group, Inc. and Tracor, Inc.
Age 61. ............................................... 1996
DAVID R. PARKER, Chairman of ProSource, Inc., a leading
food-service distribution company, since June 1992.
Prior thereto, Mr. Parker served in various executive
positions with Ryder System, Inc. Mr. Parker serves as
a director of Premark International, Inc. Age 53. ..... 1997
DIRECTORS CONTINUING IN OFFICE:
WARREN L. BATTS, Chairman of the Board and Chief
Executive Officer of the Company since February 1996.
Since May 1996, Mr. Batts has served as Chairman of
Premark International, Inc.; prior thereto, he was
Chairman and Chief Executive Officer of Premark
International, Inc. Mr. Batts serves as a director of
The Allstate Corporation, Cooper Industries, Inc.,
Premark International, Inc., Sears, Roebuck and Co. and
Sprint Corporation. Term expires in 1998. Age 64. ..... 1996
RUTH M. DAVIS, PH.D., President and Chief Executive
Officer of The Pymatuning Group, Inc., a technology
management services firm. Dr. Davis is Chairman of the
Board of Trustees of The Aerospace Corporation, and a
Trustee of Consolidated Edison Company of New York. She
also serves as a director of Air Products and
Chemicals, Inc., BTG, Inc., Ceridian Corporation,
Giddings and Lewis, Inc., Premark International, Inc.,
Principal Mutual Life Insurance Company, Sprint
Corporation and Varian Associates. Term expires in
1999. Age 68. ......................................... 1996
LLOYD C. ELAM, M.D., Retired in 1995 as Distinguished
Professor (after serving as Chancellor and as
President) of Meharry Medical College. Dr. Elam serves
as a director of First Union National Bank of
Tennessee, Merck & Co., Inc. and Premark International,
Inc. Term expires in 1999. Age 68. .................... 1996
</TABLE>
2
<PAGE> 6
<TABLE>
<S> <C>
E. V. GOINGS, President and Chief Operating Officer of the Company since February 1996.
Prior thereto, he served as Executive Vice President of Premark International, Inc. and
President of Tupperware Worldwide since November 1992, after serving as Senior Vice
President of Sara Lee Corporation. From 1986 to 1992, Mr. Goings served in various executive
positions with Avon Products, Inc. Term expires in 1998. Age 51. ........................... 1996
CLIFFORD J. GRUM, Chairman and Chief Executive Officer of Temple-Inland, Inc., a forest
products company. Mr. Grum serves as a director of Cooper Industries, Inc., Temple-Inland,
Inc. and Trinity Industries, Inc. Term expires in 1999. Age 62. ............................ 1996
ROBERT M. PRICE, President of PSV, Inc., a firm which assists public and private
organizations in the utilization and commercialization of new technologies. He retired in
1990 as Chairman of the Board of Control Data Corporation, a computer products company. Mr.
Price serves as a director of Fourth Shift Corporation, International Multifoods
Corporation, Public Service Company of New Mexico and Rohr, Inc. Term expires in 1998. Age
66. ........................................................................................ 1996
DIRECTORS RETIRING AT THE ANNUAL MEETING:
WILLIAM O. BOURKE, retired in 1992 as Chairman and Chief Executive Officer of Reynolds
Metals Company, an aluminum and consumer products company. Mr. Bourke serves as a director
of Merrill Lynch & Co., Inc., Premark International Inc., Reynolds Metals Company and Sonat,
Inc. Term expires in 1997. Age 69. ......................................................... 1996
JOSEPH E. LUECKE, retired in 1992 as Chairman of the Board and Chief Executive Officer of
Kemper Corporation, an insurance and financial services company, and as Chairman of Kemper
National Insurance Companies. Mr. Luecke serves as a director of Premark International, Inc.
Term expires in 1997. Age 70................................................................ 1996
</TABLE>
BOARD COMMITTEES
The Audit and Corporate Responsibility Committee, which held two meetings
in 1996, reviews the scope and results of the audit by the independent auditors,
makes recommendations to the Board as to the selection of independent auditors
and has approval authority with respect to services provided by the independent
auditors and fees therefor. In addition, it reviews systems of internal control
and accounting policies. The Committee also monitors the Company's relationships
with and support of various outside interests, including the communities within
which it operates, and recommends corporate policies with respect to affirmative
action, equal employment opportunity and similar issues of social significance.
The Committee also reviews the Company's adherence to both the spirit and letter
of relevant laws. In addition, it reviews employee benefit plan investment
performance and policies. The Committee charter provides that Committee
membership be composed solely of directors who are not employees of the Company
or any of its subsidiaries. Members of this Committee are Mr. Bourke
(Chairperson), Dr. Davis, and Messrs. Lee, Parker and Price.
The Compensation and Directors Committee, which held two meetings in 1996,
identifies, reviews qualifications of and recommends to the Board candidates for
election as directors of the Company, and also acts on other matters pertaining
to Board membership. The Committee will consider recommendations of shareholders
as to candidates for Board membership. Any shareholder who desires to propose a
candidate for Board membership should send to the attention of the Secretary of
the Company a letter of recommendation containing the name and address of the
proposing shareholder and the proposed candidate, a written consent of the
proposed candidate and complete business, professional and educational
background of the proposed candidate. The Compensation and Directors Committee
also evaluates the performance of and makes compensation recommendations for
senior management, including the Chief Executive Officer. It directs the
administration of and makes various determinations under the management
incentive plans. It appoints members of senior management to have responsibility
for the design and administration of employee benefit
3
<PAGE> 7
plans. Members of this Committee are Mr. Grum (Chairperson), Dr. Bornstein, Dr.
Elam and Messrs. Luecke and Marbut.
The Executive Committee, which did not meet in 1996, has most of the powers
of the Board and can act when the Board is not in session. Members of this
Committee are Mr. Batts (Chairperson), Mr. Bourke, Dr. Davis and Messrs. Goings
and Grum.
BOARD MEETINGS AND DIRECTORS' ATTENDANCE
There were two Board meetings and four committee meetings held in 1996. All
of the directors attended all of their Board and committee meetings.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the number of shares of the Company's common
stock beneficially owned by each of the directors, by each of the executive
officers named in the Summary Compensation Table and by all directors and all
executive officers of the Company as a group on March 17, 1997, unless otherwise
indicated in the footnotes. Each of the following persons and members of the
group had sole voting and investment power with respect to the shares shown
unless otherwise indicated. No director or officer owns more than 1% of the
Company's common stock, except Mr. Batts who owns 1.2%. Directors and officers
as a group own 2.6%.
<TABLE>
<CAPTION>
SHARED SHARES THAT MAY TOTAL
OWNERSHIP OR BE ACQUIRED WITHIN RETIREMENT SHARES
SOLE HELD BY OR FOR 60 DAYS OF RESTRICTED SAVINGS BENEFICIALLY
NAME OWNERSHIP FAMILY MEMBERS MARCH 17, 1997(1) STOCK(2) PLAN-401(K) OWNED
---- --------- -------------- ------------------ ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Warren L. Batts........... 531,244 -- 182,130 -- 30,196 743,570
Rita Bornstein............ -- -- -- -- -- --
William O. Bourke......... 2,450 4,000 6,408 -- -- 12,858
Ruth M. Davis............. 3,222 -- 1,422 -- -- 4,644
Lloyd C. Elam............. 6,438 2,705 -- -- -- 9,143
E. V. Goings.............. 27,017 -- 158,195 36,695 59 221,966
Clifford J. Grum.......... 4,124 8,000 17,226 -- -- 29,350
Joe R. Lee................ 4,500 -- 1,000 -- -- 5,500
Joseph E. Luecke.......... 2,000 2,000 -- -- -- 4,000
Bob Marbut................ 11,470 -- 6,409 -- -- 17,879
David Parker.............. -- 9,000 -- -- -- 9,000
Robert M. Price........... 4,000 -- 9,113 -- -- 13,113
Hans J. Schwenzer......... 7,100 -- 35,702 10,000 -- 52,802
Christian E. Skroeder..... 1,300 -- 14,063 9,000 -- 24,363
Paul B. Van Sickle........ 56,598 -- 59,231 7,000 70,198 193,027
All directors and
executive officers as a
group (29 including the
named individuals
above).................. 690,065 32,905 651,135 120,853 161,252 1,656,210
</TABLE>
- -------------------------
(1) Includes stock options granted under the Company's 1996 Incentive Plan and
the Director Stock Plan. Also includes estimated shares of common stock that
will be paid in lieu of fees under the Director Stock Plan.
(2) Sole voting and no investment power.
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<PAGE> 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information with respect to any person who
is known to be the beneficial owner of more than 5% of the Company's common
stock, which is the Company's only class of outstanding voting securities.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------- ---------- --------
<S> <C> <C>
FMR Corporation............................................. 4,092,679(1) 6.6%
82 Devonshire Street
Boston, Massachusetts 02109-3614
</TABLE>
- -------------------------
(1) As of March 10, 1997, FMR Corp., a parent holding company, had sole voting
power with respect to 109,492 shares and sole investment power with respect
to 4,092,679 shares. Fidelity Management & Research Company, and Fidelity
Management Trust Company, a bank, both wholly-owned subsidiaries of FMR
Corp., beneficially own 3,664,387 shares and 428,292 shares, respectively.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
For the period May 2, 1996 to December 31, 1996, the Company believes all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten-percent beneficial owners were complied with, except that
following the effectiveness of the Company's Registration Statement on Form 10
and the distribution of spin-off shares following the Distribution, Form 3 and
Form 4 reports were not timely filed for Directors Batts, Bourke, Davis, Elam,
Grum, Luecke, Marbut and Price, and Officers Biggin, Bobek, Campos, Halversen,
Kiryluk, Olson, Roehlk, Schwenzer, Skroeder, Timmerman, Van Sickle and Williams.
Form 3 reports were not timely filed for Messrs. Goings and Rose and Ms.
Hanneman. Further, Form 4 reports were not timely filed for one transaction for
Mr. Skroeder and two transactions for each of Messrs. Campos and Schwenzer.
REPORT OF THE COMPENSATION AND DIRECTORS COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation and Directors Committee (the "Committee") is responsible
for the establishment, oversight and administration of executive compensation
and management incentive plans. It appoints members of senior management to have
authority over the design and administration of other employee benefit plans.
The Committee is composed entirely of outside directors.
EXECUTIVE COMPENSATION PHILOSOPHY
The executive compensation program is designed to achieve two principal
objectives. First, the program is intended to be fully competitive to enable the
company to attract, motivate and retain talented executives. Second, the program
is intended to create an alignment of interests between the Company's executives
and shareholders such that a significant portion of each executive's
compensation varies with Company performance.
The Committee's philosophy is to pay competitive annual salaries, coupled
with a leveraged incentive system that pays more than competitive total
compensation for performance exceeding financial goals, and less than
competitive total compensation for performance below financial goals. The
leveraged incentive system consists of annual and long-term cash incentive
compensation, and stock compensation consisting primarily of stock options and
secondarily of restricted stock.
The Committee assesses compensation competitiveness by referring at least
annually to a variety of compensation survey data furnished by prominent
international consulting firms. The data include predicted market values
(medians and/or averages) for salaries, bonuses, total cash compensation, stock
options and
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<PAGE> 9
various other long-term incentives provided by companies with whom the Company
may compete for executive talent. In addition, the Committee refers to
benchmarks of predicted total compensation for the Company's most senior
executives, derived from a group of consumer products companies whose businesses
are felt to be similar to the Company's. The companies whose data are
represented in these various surveys include companies of varying performance
levels, and are many of the same companies that comprise the comparator group
indices in the Performance Graph included in this proxy statement.
Based on studies supplied by an independent consultant, the Committee
believes that the Company's compensation program for the Named Officers has the
following characteristics that serve to align executive interest with long-term
shareholder value creation:
- Emphasizes "at risk" pay such as bonuses, options and long-term
incentives.
- Emphasizes long-term compensation such as options and long-term
incentives.
- Rewards financial results rather than individual performance against
individual objectives.
The Omnibus Reconciliation Act of 1993 (OBRA) established certain
requirements in order for compensation exceeding $1 million earned by certain
senior executives to be deductible. The Company's executive compensation
programs have been structured to comply with OBRA. The actions of the Committee
regarding the compensation paid, or to be paid, to executive management, have
also complied with OBRA. However, the Committee reserves the right to forego
deductibility if, in its discretion, it believes a particular compensation
program or payment is consistent with the overall best interests of the Company
and its shareholders.
ANNUAL SALARIES
Salary ranges governing executives including the Chief Executive Officer
(the "CEO") and the other four most highly compensated executive officers of the
Company (the "Named Officers") are established annually based on the competitive
data described earlier. Within those ranges, individual salaries vary based upon
the individual's work experience, performance, level of responsibility, impact
on the business, tenure and potential for advancement within the organization.
Annual salaries for newly-hired executives are determined at time of hire taking
into account the above factors other than tenure. The CEO and Chief Operating
Officer receive salary increase consideration at approximately 18 month
intervals, while the remaining Named Officers receive salary increase
consideration at 12-15 month intervals.
Individual salary increases are based on the performance of the individual
executives and on the overall performance of the Company in the cases of the CEO
and the Chief Operating Officer. Salary adjustments for the CEO and the other
Named Officers are subject to approval by the full Board, based upon the
recommendation of the Committee.
SHORT-TERM INCENTIVES
The Company's annual cash incentive program for executives is based on
financial performance, and is designed to promote the annual objectives of the
organization.
Participants include the CEO, the other Named Officers, and other
management employees whose contributions influence annual financial results. The
CEO's and the other Named Officers' target incentive opportunities are subject
to Committee review and approval annually established as a percentage of salary
based on job level, impact on results, and the competitive data referred to
previously. The CEO's and the other Named Officers' targets range from 50-65% of
annual salary, and awards based on financial performance range from 0-200% of
target.
For 1996, a special bonus opportunity was implemented for up to an
additional 100% of target for the achievement of extraordinary financial
objectives.
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<PAGE> 10
Financial objectives are subject to review and approval by the Committee at
the beginning of each year. For 1996, the financial measure for executive level
incentives was after-tax operating profit excluding the impact of foreign
exchange.
The Committee verifies the actual performance achieved as a precondition to
approving awards, and reserves the right to adjust any formula-based award that,
in its judgment, is inappropriate in light of overall results and circumstances.
The Committee has reserved the right to interpret financial results, and to
determine the proper treatment of changes in accounting standards, non-recurring
unusual events, or capital gains and losses. In the cases of the CEO and the
other Named Officers, awards are calculated so as to exclude the effects of
changes in accounting standards and non-recurring unusual events, such as
write-offs, capital gains and losses, and acquisitions and dispositions of
businesses, and the Committee's discretion is limited to reducing or withholding
awards.
LONG-TERM INCENTIVES
The Company's long-term cash incentive program is based on financial
performance and is designed both to promote the long-term objectives of the
organization, and to serve as a retention incentive. Participants include the
CEO and the other Named Officers as well as key employees who are in a position
to make substantial contributions to the accomplishment of the long-term
financial objectives of the Company. Each participant's target incentive
opportunity is established as a percentage of salary, and is based on job level,
impact on results, and the competitive data referred to previously. For the
three-year program that began January 1, 1994, the CEO's and the other Named
Officers' targets were established at 100% of the annual incentive target with
targets ranging from 50-65% of annual salary and awards based on financial
performance range from 0-300% of target. The targets for the 1994-1996 long-term
program take into account the Company's shift to a three-year cycle beginning
with the 1994-1996 long-term program. Targets for the subsequent three-year
cycles are set at 50% of the annual incentive target and range from 15-32.5%.
For the three-year programs that began January 1, 1995 and January 1, 1996, the
CEO's and the other Named Officers' targets range from 25-32.5% of annual
salary, and awards based on financial performance range from 0-300% of target.
Financial objectives are subject to review and approval by the Committee at
the beginning of each performance period. For the three-year programs that began
January 1, 1996, Economic Value Added ("EVA") is the financial measure for
participants. EVA is defined as net operating profit after taxes less a capital
charge and is regarded as an effective simultaneous measurement of both earnings
improvement and capital usage.
The Committee verifies the actual performance achieved as a precondition to
approving awards, and reserves the right to adjust any formula-based award that
in its judgment is inappropriate in light of overall results and circumstances.
The Committee has reserved the right to interpret financial results, and to
determine the proper treatment of changes in accounting standards, non-recurring
unusual events, or capital gains and losses. In the cases of the CEO and the
other Named Officers, awards are calculated so as to exclude the effects of
changes in accounting standards and non-recurring unusual events, such as
write-offs, capital gains and losses, and acquisitions and dispositions of
businesses, and the Committee's discretion is limited to reducing or withholding
awards.
STOCK OPTIONS
The grant of stock options to key employees encourages equity ownership and
closely aligns management interest with the interests of shareholders.
Additionally, because options are subject to forfeiture if the employee leaves
the Company prior to their becoming exercisable, options provide an incentive to
remain with the Company long term. The Company has guidelines regarding the
accumulation of designated levels of Company stock over time by senior officers.
Stock options are granted annually to the CEO and the other Named Officers,
and to other key employees having strategic impact on product, staffing,
technology, pricing, investment or policy matters. The aggregate number of
options granted and each individual grant to the CEO and the other Named
Officers are
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<PAGE> 11
based on competitive norms derived from the survey data referred to previously,
and are subject to Committee approval annually. The competitive norms include
grant size data (number of shares times exercise price) for companies granting
options in conjunction with one or more additional long-term incentive programs.
The timing of the annual 1996 option grants approximately coincided with
the Distribution. The size of the annual 1996 grants for the executive officers
as a group approximates the median of the competitive norms; however, in
addition to the 1996 annual option grant, a special grant was made to 23 key
executives, including the CEO and the other Named Officers, also coinciding with
the Distribution. These special grants are intended to encourage greater
ownership in the Company as well as to recognize the increased importance to
overall corporate performance of the businesses or functions under the direction
of these executives. The option price for this special grant, as well as the
other options granted, is the fair market value of the shares on the date of
grant. Options granted in 1996 will become exercisable in 1999.
RESTRICTED STOCK
The Company does not make grants of restricted stock as part of its regular
long-term incentive program, but does so, subject to Committee approval, in
certain special circumstances as a retention or performance incentive, or as
compensation for the forfeited value of incentive or stock awards at a previous
employer. The Company awarded restricted stock to 12 key executives including
the Named Officers as a retention incentive at the time of the Distribution.
Restrictions will lapse in 1999.
CORPORATE PERFORMANCE & CEO PAY
In 1996, the Company had record performance. Pro forma net income
(excluding one-time charges) of $176.0 million, increased by 9% over 1995's pro
forma net income of $161.1 million.
Mr. Batts' salary was increased by the Board of Premark from $750,000 to
$785,000 prior to the Distribution. As a result of the Distribution and in
consideration of Mr. Batts' continued service as Chairman of Premark, Premark
agreed to reimburse the Company for one-third of Mr. Batts' salary.
In recognition of Mr. Batts' leadership through the Distribution, he was
awarded a special bonus of $1,020,500 in lieu of participation in the Company's
annual incentive program. The special award will be paid to Mr. Batts following
his retirement. Mr. Batts also received an award of $1,020,500 under the
Company's 1994-1996 long-term incentive program. This amount is two-thirds of
the total amount earned which was 300% of target.
The Committee granted 45,000 option shares to Mr. Batts, taking into
consideration the scope of his responsibility, competitive awards granted to
CEO's at like-sized organizations, the number of options previously granted to
Mr. Batts, and Company performance. The Committee believes this option award to
be comparable to median-sized awards for CEO's of like-sized organizations.
Based upon a comparison of Mr. Batts' total compensation package (salary,
annual and long-term incentives at target, stock options, benefits and
perquisites) with the total compensation packages of the CEO's of the benchmark
companies referred to previously, Mr. Batts' total compensation opportunity at
target is 27% less than the predicted market median.
Compensation and Directors Committee
Clifford J. Grum -- Chairperson
Rita Bornstein
Lloyd C. Elam
Joseph E. Luecke
Bob Marbut
8
<PAGE> 12
PERFORMANCE GRAPH
The following performance graph compares the performance of the Company's
common stock to the Standard & Poor's 500 Stock Index, to the Standard & Poor's
Consumer Goods Composite Index and to the Standard & Poor's Consumer Staples
Index. The graph assumes that the value of the investment in the Company's
common stock and each index was $100 at May 20, 1996 and that all dividends were
reinvested. The Company is included in all indices.
CUMULATIVE TOTAL SHAREHOLDER RETURN
MAY 20, 1996 THROUGH DECEMBER 1996
<TABLE>
<CAPTION>
MEASUREMENT PERIOD TUPPERWARE S&P 500 S&P 500 S&P 500
(FISCAL YEAR COVERED) CORPORATION GOODS CONSUMER
COMPOSITE STAPLES*
<S> <C> <C> <C> <C>
5/20/96 100 100 100
6/28/96 98.83 99.85 101.82 100
1996 3RD QTR 115.17 102.93 104.29 100.63
1996 4TH QTR 126.58 111.51 109.41 106.89
</TABLE>
- -------------------------
*This index was compiled by Standard & Poor's beginning July 1, 1996. Data for
previous periods is not available.
9
<PAGE> 13
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term compensation,
attributable to all service in the fiscal years 1996, 1995 and 1994, paid to or
deferred by those persons who were at the end of the 1996 fiscal year (i) the
chief executive officer, and (ii) the other four most highly compensated
executive officers of the Company (the "Named Officers"):
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------------ ---------------------------------------
AWARDS PAYOUTS
-------------------------- ----------
SECURITIES
RESTRICTED UNDERLYING
OTHER ANNUAL STOCK OPTIONS/ LTIP
SALARY COMPENSATION AWARD(S) SARS PAYOUTS
NAME AND PRINCIPAL POSITION YEAR ($)(1) BONUS ($) ($) ($)(2) (#)(3) ($)
- --------------------------- ---- ------ --------- ------------ ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Warren L. Batts............ 1996 $359,308(5) $1,020,500(6) -- -- 45,000 $1,020,500(6)
Chairman of the Board and 1995 750,000 369,525 -- -- 40,563 --
Chief Executive Officer 1994 708,333 975,000 $682,500(7) -- 34,256 --
E. V. Goings............... 1996 451,923 1,331,750(8) -- $1,050,375(9) 82,000 926,250
President and Chief 1995 366,346 834,137 -- 459,137 19,064 --
Operating Officer 1994 347,500 1,085,513 234,750(7) 764,913 23,325 --
Hans J. Schwenzer(10)...... 1996 339,206 501,228 -- 457,500 39,000 501,228
Senior Vice President 1995 323,425 257,048 -- -- 8,788 --
Tupperware Worldwide 1994 292,832 130,597 139,804(7) -- 7,031 --
Christian E.
Skroeder(10)............. 1996 263,263 429,025 -- 411,750 40,000 429,025
President, Tupperware 1995 302,986 258,986 -- -- 9,532 --
Europe, Africa and 1994 204,510 129,485 -- -- 15,212 --
Middle East
Paul B. Van Sickle......... 1996 228,077 352,500 -- 320,250 27,000 352,500
Executive Vice President 1995 199,600 189,143 -- -- 7,301 --
1994 192,192 120,275 138,750(7) -- 8,721 --
<CAPTION>
ALL OTHER
COMPENSATION
NAME AND PRINCIPAL POSITIO ($)(4)
- -------------------------- ------------
<S> <C>
Warren L. Batts........... $ 99,570
Chairman of the Board and 153,415
Chief Executive Officer 143,832
E. V. Goings.............. 72,260
President and Chief 59,989
Operating Officer 58,707
Hans J. Schwenzer(10)..... --
Senior Vice President --
Tupperware Worldwide --
Christian E.
Skroeder(10)............ --
President, Tupperware --
Europe, Africa and --
Middle East
Paul B. Van Sickle........ 35,669
Executive Vice President 31,896
41,619
</TABLE>
- -------------------------
(1) Includes amounts held in the Retirement Savings Plan that were deferred
pursuant to Section 401(k) of the Internal Revenue Code (the "Code") and
amounts deferred under the Supplemental Plan (see footnote 4), as well as
Code Section 125 contributions to the Flexible Benefits Plan.
(2) Represents the market value on the date of grant of restricted stock
awarded under the Company's 1996 Incentive Plan. The number, vesting
schedule and value of restricted stock held at the end of the 1996 fiscal
year are as follows:
<TABLE>
<CAPTION>
VESTING SCHEDULE
NUMBER OF ------------------
NAME DATE OF GRANT SHARES HELD VALUE SHARES DATE
---- ------------- ----------- ----- ------ ----
<S> <C> <C> <C> <C> <C>
Warren L. Batts......................... -- -- -- -- --
E. V. Goings............................ 03/01/95 23,946 $1,302,063 23,946 03/01/97
02/28/96 11,810 642,168 11,810 02/28/98
05/31/96 14,000 761,250 14,000 05/31/99
Hans J. Schwenzer....................... 05/31/96 10,000 543,750 10,000 05/31/99
Christian Skroeder...................... 05/31/96 9,000 489,375 9,000 05/31/99
Paul B. Van Sickle...................... 05/31/96 7,000 380,625 7,000 05/31/99
</TABLE>
In the event of a Change of Control of the Company, all restricted
stock shares become free of all restrictions and become
nonforfeitable. Holders of restricted stock receive the same
dividends as other common stockholders. Premark restricted stock
that was outstanding prior to the Distribution was converted to
Tupperware restricted stock and was adjusted to account for the
dilutive effect of the Distribution.
10
<PAGE> 14
(3) For 1994 and 1995, stock options for Premark stock held prior to the
Distribution were converted to stock options for Tupperware stock and were
adjusted to account for the dilutive effect of the Distribution.
(4) For 1996 this column consists of annual contributions by Premark with
respect to Mr. Batts and by the Company with respect to Messrs. Goings and
Van Sickle to the Retirement Savings Plan and amounts credited by the
Company with respect to Messrs. Batts, Goings and Van Sickle to the
Company's Supplemental Plan (which provides benefits to the Named Officers
to which they would have been entitled under the Retirement Savings Plan,
but for the benefit limits imposed by the Code) as follows: Mr. Batts,
$10,869 and $88,701; Mr. Goings $11,148 and $61,112; and Mr. Van Sickle
$11,475 and $24,194, respectively.
(5) Mr. Batts served as Chairman of the Board and Chief Executive Officer of
Premark until May 31, 1996 when he completed his service as Chief Executive
Officer and became Chairman of the Board and Chief Executive Officer of
Tupperware Corporation. Mr. Batts continues to serve as Chairman of the
Board of Premark. As consideration for his continued service to Premark as
Chairman, Premark reimbursed Tupperware $179,654, representing one-third of
his salary from Tupperware, which amount is not included in the table.
(6) The annual bonus amount represents a special bonus in lieu of participation
in the Company's annual incentive program in recognition of Mr. Batts'
leadership through the Distribution. This amount will be paid to Mr. Batts
following his retirement. The long-term bonus amount represents two-thirds
of the award at 300% of target under the Company's 1994-1996 long-term
incentive program.
(7) Represents a 1994 payout based on 1993 performance under a predecessor
Premark plan, but is included among the annual compensation data in
accordance with incentive compensation reporting rules.
(8) In the Bonus column, $405,500 represents the cash portion of the 1996
gainsharing award under an employment agreement with Mr. Goings, and
$926,250 represents an annual bonus based on the performance of the
non-North American operations. The other part of the gainsharing award was
paid in 10,885 shares of restricted stock which will vest in two years from
date of grant. Dividends will be paid on such shares. The value of such
shares is reflected in the restricted stock column.
(9) Represents a restricted stock grant of 14,000 shares valued at $644,875,
and a restricted stock grant of 10,885 shares valued at $405,500 under Mr.
Goings' 1996 gainsharing award.
(10) The compensation of Messrs. Schwenzer and Skroeder is paid in local
currency, namely German marks and Swiss francs for Mr. Schwenzer, and Swiss
francs for Mr. Skroeder. For purposes of reporting, the local currency has
been translated to United States dollars as of the end of each fiscal year.
11
<PAGE> 15
STOCK OPTIONS
The following tables show grants, exercises and fiscal year-end values of
stock options for the Named Officers under the Company's 1996 Incentive Plan.
The Plan permits the grant of stock appreciation rights in connection with all
or any part of an option, but none has been granted. Stock options for Premark
stock held prior to the Distribution were converted to stock options for
Tupperware stock and were adjusted to account for the dilutive effect of the
Distribution.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME GRANTED(#)(1) FISCAL YEAR ($/SH)(2) DATE VALUE($)(3)
---- ------------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Warren L. Batts..................... 45,000 6.53% $42.25 5/19/06 $ 589,500
E.V. Goings......................... 82,000 11.89 42.25 5/19/06 1,074,200
Hans J. Schwenzer................... 39,000 5.66 42.25 5/19/06 510,900
Christian E. Skroeder............... 40,000 5.80 42.25 5/19/06 524,000
Paul B. Van Sickle.................. 27,000 3.92 42.25 5/19/06 353,700
</TABLE>
- -------------------------
(1) These options will become exercisable on May 20, 1999.
(2) Stock options are granted at the average fair market value of the Company's
common stock on the date of grant rounded up to the nearest nickel. The term
of each option is 10 years. In the event of a Change of Control of the
Company, all options will become immediately exercisable and the optionee
will have the right to receive the difference between the exercise price and
the fair market value of common stock in cash.
(3) The Black-Scholes option pricing model was used assuming a dividend yield of
2%, a risk-free interest rate of 6.4%, an expected stock price volatility
based on historical experience, including the experience of Premark, of 30%,
and an expected option life based on historical experience, including the
experience of Premark, of 5 years. The attribution of values with the
Black-Scholes model to stock option grants requires adoption of certain
assumptions, as described above. While the assumptions are believed to be
reasonable, the reader is cautioned not to infer a forecast of earnings or
dividends either from the model's use or from the values adopted for the
model's assumptions. Any future values realized will ultimately depend upon
the excess of the stock price over the exercise price on the date the option
is exercised.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED ON OPTIONS AT FY-END(#) AT FY-END($)(2)
EXERCISE VALUE --------------------------- ---------------------------
NAME (#)(1) REALIZED($)(2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Warren L. Batts.............. -- $ -- 182,130 119,819 $7,289,004 $2,152,183
E. V. Goings................. -- -- 158,195 124,389 6,286,255 1,937,652
Hans J. Schwenzer............ -- -- 35,702 54,819 1,370,143 827,030
Christian E. Skroeder........ -- -- 14,063 64,744 499,230 1,033,775
Paul B. Van Sickle........... 108,224(3) 4,976,529 59,321 43,022 2,469,188 681,841
</TABLE>
- -------------------------
(1) Upon the exercise of an option, the optionee must pay the exercise price in
cash or stock.
(2) Represents the difference between the fair market value of the common stock
underlying the option and the exercise price at exercise, or fiscal
year-end, respectively.
(3) Mr. Van Sickle exercised options for 108,224 shares. He sold 54,000 shares,
of which 42,291 were sold to pay the exercise price and taxes. He thereby
increased his stockholdings from 2,374 to 56,598.
12
<PAGE> 16
LONG-TERM INCENTIVE PLAN AWARDS
The following table sets forth the long-term incentive opportunity for the
three-year cycle of 1996 through 1998 under the Company's 1996 Incentive Plan.
Payment of awards, if any, would occur in 1999 based on actual performance for
the three-year period.
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE
PAYOUTS
PERFORMANCE OR OTHER UNDER NON-STOCK
PERIOD UNTIL PRICE-BASED PLANS
MATURATION OR --------------------
NAME PAYOUT THRESHOLD TARGET MAXIMUM
---- -------------------- --------- ------ -------
<S> <C> <C> <C> <C>
Warren L. Batts............................... 3 years 0 $ 43,567 $130,701
E. V. Goings.................................. 3 years 0 $154,375 $463,125
Hans J. Schwenzer............................. 3 years 0 $ 86,397 $259,194
Christian E. Skroeder......................... 3 years 0 $ 75,701 $227,102
Paul B. Van Sickle............................ 3 years 0 $ 67,500 $202,500
</TABLE>
The Named Officers participate in a three-year Long-Term Program under the
Company's 1996 Incentive Plan. The program provides for an incentive opportunity
based on meeting or exceeding financial measures established by the Compensation
and Directors Committee of the Company's Board of Directors. Performance
measurements are based on economic value added performance which is defined as
net operating profit after taxes less a capital charge. Awards are subject to
forfeiture if the participant's employment is terminated. The above estimated
future payouts are based on a percentage of current salary which may change
between the date hereof and time of payout.
RETIREMENT PLANS
Messrs. Batts, Goings and Van Sickle (the "U.S. named officers"),
participate in the Tupperware Corporation Base Retirement Plan (the "Base Plan")
at 1% of career average pay. Compensation covered by the Base Plan includes
salary and annual bonus paid in the calendar year, but does not include any
long-term incentive or other cash payments. Credited years service for each of
the U.S. named officers are: Mr. Batts, 16.33; Mr. Goings, 4.08; and Mr. Van
Sickle, 23.08. Benefits are computed on a straight-life annuity basis and are
not subject to any deductions for Social Security or other offset amounts. The
estimated annual benefits payable upon retirement at normal retirement age for
each of the U.S. named officers are: Mr. Batts, $212,115; Mr. Goings, $139,831;
and Mr. Van Sickle, $68,696. The estimates take into account participation in
the Base Plan, any predecessor plan formula, and the Tupperware Supplemental
Plan, which provides benefits from general assets of the Company that would
otherwise be payable from plans but for the benefit limits imposed by the Code.
Mr. Skroeder participates in the Premiere Products, Inc. Pension Plan (the
"TEAM pension plan") at 1.75% of pay of the average best five salaries in the
final ten years prior to retirement per year of service. Compensation covered by
the TEAM pension plan includes salary plus management bonus, but does not
include any overtime, commissions or occasional premiums. Mr. Skroeder has 7.42
years credited service under the TEAM pension plan. Benefits are computed on a
straight-life annuity basis and are subject to integration with social security
through an offset with covered compensation. The estimated annual benefits
payable upon retirement at normal retirement age for Mr. Skroeder is Sfr
274,716. The estimate takes into account participation in the TEAM pension plan
and any predecessor plan formulas.
Mr. Schwenzer currently participates in the Tupperware Deutschland GmbH
Pension Plan (the "German pension plan") at 0.5% of final five year average pay
up to the social security ceiling, plus 1.67% of final five year average pay in
excess of the social security ceiling per year of service. Compensation covered
by the German pension plan includes salary plus average management bonuses over
the last five years, but does
13
<PAGE> 17
not include any overtime, commissions and occasional premiums. Mr. Schwenzer has
32 years credited service under the German pension plan. Benefits are computed
on a straight-life annuity basis and are not subject to deductions for social
security or other offset amounts. The estimated annual benefits payable upon
retirement at normal retirement age for Mr. Schwenzer is DM 451,455. The
estimate takes into account participation in the German pension plan and any
predecessor plan formulas.
GERMAN PENSION PLAN
<TABLE>
<CAPTION>
YEARS OF SERVICE
FINAL ----------------------------------------------------------------
AVERAGE PAY 15 20 25 30 35
- ----------- -- -- -- -- --
<C> <S> <C> <C> <C> <C> <C>
$200,000 .............................. $ 50,100 $ 66,800 $ 83,500 $100,200 $116,900
225,000 .............................. 56,363 75,150 93,938 112,725 131,513
250,000 .............................. 62,625 83,500 104,375 125,250 146,125
300,000 .............................. 75,150 100,200 125,250 150,300 175,350
400,000 .............................. 100,200 133,600 167,000 200,400 233,800
450,000 .............................. 112,725 150,300 187,875 225,450 263,025
500,000 .............................. 125,250 167,000 208,750 250,500 292,250
600,000 .............................. 150,300 200,400 250,500 300,600 350,700
700,000 .............................. 175,350 233,800 292,250 350,700 409,150
800,000 .............................. 200,400 267,200 334,000 400,800 467,600
</TABLE>
Mr. Schwenzer also participates in the Retirement Plan for Employees of
Tupperware Deutschland GmbH Group. Compensation covered by the Plan includes
salary and average management bonus over the last five years, but does not
include any overtime, commissions, or other cash payments. Mr. Schwenzer has
been credited with 32 years of service. Benefits are computed on a straight-line
annuity basis and are not subject to deductions for social security or other
offset amounts.
COMPENSATION OF DIRECTORS
Non-employee directors of the Company receive (i) an annual retainer fee of
$26,000, (ii) an additional retainer fee for serving on Board committees (other
than the Executive Committee) of $4,000 per year, in the case of the committee
chairperson, and $2,000 per year, in the case of the other members, and (iii) a
fee of $1,500 for each meeting of the Board and for each meeting of any Board
committee attended.
Such directors may elect to defer payment of all or part of the retainer
and attendance fees, in which event interest would be credited at the prime
rate. Under the Company's Director Stock Plan, non-employee directors may elect
to receive their annual retainers in cash or in shares of Tupperware Common
Stock, or they may elect to forego the retainer in exchange for a reduced price
on stock options. The Director Stock Plan also provides that a grant of 1,000
shares of Tupperware Common Stock is made to each new non-employee director
after three months of service on the Tupperware Board.
Non-employee directors may also participate in the Company's Matching Gifts
Program. Under the Program, the Company will match dollar for dollar a
director's charitable gifts to the United Way and higher education up to $3,500
per year.
CHANGE-OF-CONTROL ARRANGEMENTS AND EMPLOYMENT CONTRACTS
The Company entered into a change of control employment agreement
(collectively, the "Change of Control Agreements") with each of its executive
officers including the CEO and the Named Officers. The purpose of these
agreements is to assure stockholders that the business of the Company will
continue with a minimum amount of disruption in the event of a change of control
of the Company. Under the terms of the Change of Control Agreements, a change of
control is defined as the acquisition of 20% or more of the Company's Common
Stock or voting securities of the Company by a person or group, certain changes
in the majority of the Company's Board, certain mergers involving the Company,
or the liquidation, dissolution or sale of all or substantially all of the
assets of the Company. If within three years of a change of control, the
14
<PAGE> 18
Company terminates any such officer's employment (other than for cause or
disability) or any such officer terminates his employment for good reason, or,
during the 30-day period beginning one year after a change of control, any such
officer terminates his employment for any reason, such officer will be entitled
to, among other things, his or her base salary and pro rata bonus through the
date of termination; the amount of any compensation previously deferred and any
accrued vacation pay, in each case, to the extent not yet paid; three times his
or her base salary and highest incentive awards for the most recently completed
fiscal year of such three-year period; and continued participation in the
Company's welfare plans for the remainder of such three-year period (other than
medical benefits which will, under certain circumstances, be continued for the
lifetime of such officer). Additionally, if any payment or distribution by the
Company or any subsidiary or affiliate to an officer who is party to a Change of
Control Agreement would be subject to any excise tax as an "excess parachute
payment", then such officer will be entitled to receive an additional gross-up
payment in an amount such that after payment of all taxes by such officer
attributable to such additional gross up payment, such officer is in the same
after-tax position as if no excise tax had been imposed on such officer.
Pursuant to the terms of the Change of Control Agreements, if a change of
control occurred that resulted in termination of employment, based on their
respective compensation during fiscal 1996, the Named Officers would be entitled
to payments as follows: Mr. Batts, $11,539,500; Mr. Goings, $6,982,500; Mr.
Schwenzer, $3,649,590; Mr. Skroeder, $3,035,781; and Mr. Van Sickle, $2,820,000.
Effective as of the Distribution, the Company assumed the employment
agreement between Premark and Mr. Goings pursuant to which Mr. Goings is
employed as President and Chief Operating Officer of the Company. For the years
1994, 1995 and 1996 Mr. Goings participated in an annual gainsharing program
based on pre-tax segment income of Tupperware North America. The gainsharing
awards earned are payable 50% in cash and 50% in restricted stock. Gainsharing
awards for 1994, 1995 and 1996 are reflected in the Summary Compensation Table.
Also, Mr. Goings participates in annual incentive programs based on non-North-
American Tupperware operations. To replace stock compensation forfeited when Mr.
Goings left his previous employer, he was granted a stock option for 100,000
shares of Premark common stock which became exercisable in 1995. Effective as of
the Distribution, this grant was converted to a stock option for the Company's
common stock under its 1996 Incentive Plan. Mr. Goings was awarded 40,000 shares
of Premark restricted stock which vested in one-third increments annually ending
in 1995. In the event Mr. Goings is terminated without cause by the Company, he
will receive an amount equal to two times his base salary, offset by the amounts
due under the Company's severance pay plan. Additionally, under the terms of his
employment agreement, Mr. Goings is entitled to incentive bonus payments
pursuant to the 1996 Incentive Plan. He is entitled to participate in and
receive all benefits under any and all savings and retirement plans and welfare
benefit plans, practices, policies and programs maintained or provided by the
Company for the benefit of senior executives.
The company has an employment agreement with Mr. Schwenzer pursuant to
which Mr. Schwenzer will be the Managing Director of Tupperware Germany. The
agreement guarantees an annual base salary of 150,000 German marks, a company
car, salary continuation for six months in the event of illness or disability,
30 days vacation, participation in the company's pension plan and provides for
accident insurance coverage. In the event Mr. Schwenzer is terminated without
cause by the Company, the agreement provides for a severance payment equal to
1.5 times Mr. Schwenzer's annual gross salary.
The Company has an additional agreement with Mr. Schwenzer whereby on
October 31, 1998, Mr. Schwenzer will receive 6,760 shares of the Company's
common stock in exchange for his agreement not to compete with the Company or
hire away any of its employees for a one-year period following his retirement
which is expected to occur in 2001.
2. PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS
Upon the recommendation of its Audit and Corporate Responsibility
Committee, the Board has appointed Price Waterhouse LLP as independent auditors
of the Company for the fiscal year ending December 27, 1997, which appointment
will be proposed for ratification at the annual meeting. Price Waterhouse LLP
served as independent auditors of the Company for the fiscal year 1996.
15
<PAGE> 19
Services performed by Price Waterhouse LLP as independent auditors for the
1996 fiscal year included, among others: the annual audit of the consolidated
financial statements; audits or limited reviews of financial and related
information included in filings with governmental and regulatory agencies,
including audits of certain foreign subsidiaries in accordance with local
statutory requirements and audits of domestic employee benefit plans and trusts;
and consultations in connection with various financial reporting, accounting,
tax and other matters.
Representatives of Price Waterhouse LLP will be present at the meeting to
make statements if they desire, and to respond to questions of shareholders.
Approval of the proposal requires the affirmative vote of a majority of the
shares voted. In the event the proposal is not approved, the Board will consider
the negative vote as a mandate to appoint other independent auditors for the
next fiscal year.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO RATIFY THE
APPOINTMENT OF PRICE WATERHOUSE LLP AS INDEPENDENT AUDITORS.
3. OTHER MATTERS
DISCRETIONARY AUTHORITY
At the time of mailing of this proxy statement, the Board was not aware of
any other matters which might be presented at the meeting. If any matter not
described in this proxy statement should properly be presented, the persons
named in the accompanying proxy form will vote such proxy in accordance with
their judgment.
NOTICE REQUIREMENTS
The Company's By-laws require written notice to the Company of a nomination
for election as a director (other than a nomination by the Board) and of the
submission of a proposal (other than a proposal by the Board) for consideration
at an annual meeting of shareholders. The notice must contain certain
information concerning the nominating or proposing shareholder, and the nominee
or the proposal, as the case may be, and be furnished to the Company generally
not less than 30 days prior to the annual meeting. A copy of the applicable
By-law provisions may be obtained, without charge, upon written request to the
Secretary of the Company at its principal executive offices.
In addition to the foregoing, any shareholder who desires to have a
proposal included in the Company's proxy soliciting material relating to the
Company's 1998 annual meeting of shareholders should send to the Secretary of
the Company a signed notice of intent. This notice, including the text of the
proposal, must be received no later than November 25, 1997.
EXPENSES AND METHODS OF SOLICITATION
The expenses of soliciting proxies will be paid by the Company. In addition
to the use of the mails, proxies may be solicited personally, or by telephone or
other means of communication, by directors, officers and employees of the
Company and its subsidiaries, who will not receive additional compensation
therefor. Arrangements will also be made with brokerage firms and other
custodians, nominees and fiduciaries for the forwarding of proxy solicitation
material to certain beneficial owners of the Company's common stock, and the
Company will reimburse such forwarding parties for reasonable expenses incurred
by them.
16
<PAGE> 20
Georgeson & Company Inc. has been retained by the Company to aid in the
solicitation of proxies and will be paid $8,500, plus expenses, for its
services.
By order of the Board of Directors
Thomas M. Roehlk
Thomas M. Roehlk
Senior Vice President,
General Counsel and Secretary
Dated: March 27, 1997
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY.
RETURN IT PROMPTLY IN THE ACCOMPANYING POSTPAID ENVELOPE.
17
<PAGE> 21
PROXY
TUPPERWARE CORPORATION
14901 S. ORANGE BLOSSOM TRAIL, ORLANDO, FL 32837
PROXY FOR 1997 ANNUAL MEETING OF SHAREHOLDERS
MAY 5, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Warren L. Batts, E.V. Goings and Clifford J.
Grum, and each of them, proxies for the undersigned, with full power of
substitution, to vote the shares that the undersigned is entitled to vote at
the Annual Meeting of Shareholders of Tupperware Corporation, on May 5, 1997,
and at any adjournment thereof, upon the matters set forth on the reverse side
and described in the accompanying Proxy Statement and upon such other business
as may properly be presented.
- ------------------------------------------------------------------------
Comments/Address Change: Please mark comment/address box on reverse side
THIS PROXY IS CONTINUED ON THE REVERSE SIDE. PLEASE SIGN AND DATE ON THE
REVERSE SIDE AND RETURN PROMPTLY IN THE POSTPAID ENVELOPE PROVIDED.
[TUPPERWARE(R) LOGO]
[X] Please mark votes as indicated in this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES IN ITEM 1 AND "FOR"
ITEM 2
<TABLE>
<S><C>
ITEM 1. THE ELECTION OF DIRECTORS ITEM 2. THE PROPOSAL TO RATIFY THE APPOINTMENT
Nominees: Rita Bornstein, Joe R. Lee, Bob Marbut OF INDEPENDENT AUDITORS
and David R. Parker
[ ] FOR all nominees [ ] WITHHOLD for all [ ] FOR [ ] AGAINST [ ] ABSTAIN
WITHHOLDING FOR (Write that nominee's name in the space below):
_______________________________________________________________
This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder(s). If no direction is
made, this proxy will be taken as authority to vote FOR the election of all of the nominees in Item 1, to vote FOR Item 2, and in
the discretion of the proxies, to vote upon any other matter which may properly come before the meeting and any adyournment
thereof.
I PLAN TO ATTEND MEETING. [ ]
If you check this box to the right an
admission ticket will be sent to you.
COMMENTS/ADDRESS CHANGE [ ]
Please mark this box if you have written
comments/address change on reverse side.
Receipt is hereby acknowledged of the notice of
meeting and proxy statement dated March 27, 1997
and the 1996 annual report to shareholders of
Tupperware Corporation.
________________________________________________
Signature
________________________________________________
Signature
Date:______________________________________, 1997
NOTE: Please sign as name appears hereon. Joint
owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title.
</TABLE>
<PAGE> 22
VOTING INSTRUCTION CARD
TUPPERWARE CORPORATION
14901 S. ORANGE BLOSSOM TRAIL, ORLANDO, FL 32837
VOTING INSTRUCTIONS TO TRUSTEE FOR 1997 ANNUAL MEETING OF SHAREHOLDERS
MAY 5, 1997
As a participant in the Tupperware Corporation Retirement Savings Plan, you
have the right to give written instructions to the trustee of such plan as to
the voting of certain shares of the Corporation's common stock at the
Corporation's annual meeting of shareholders to be held on May 5, 1997 and at
any adjournment thereof. In this connection please indicate your voting
choices on the reverse side of this card, sign and date it, and return it
promptly in the postpaid envelope provided.
Regardless of the number of shares held in trust on your behalf, exercising your
voting instruction right is very important.
(Continued on Reverse)
[TUPPERWARE(R) LOGO]
[X] Please mark votes as indicated in this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES IN ITEM 1 AND "FOR"
ITEM 2
<TABLE>
<S><C>
ITEM 1. THE ELECTION OF DIRECTORS ITEM 2. THE PROPOSAL TO RATIFY THE APPOINTMENT
Nominees: Rita Bornstein, Joe R. Lee, Bob Marbut OF INDEPENDENT AUDITORS
and David R. Parker
[ ] FOR all nominees [ ] WITHHOLD for all [ ] FOR [ ] AGAINST [ ] ABSTAIN
WITHHOLDING FOR (Write that nominee's name in the space below):
_______________________________________________________________
This voting instruction card when properly executed will be voted in the manner directed herein. If no direction is made, this
voting instruction card will be taken as authority to vote FOR the election of all of the nominees in Item 1, to vote FOR Item 2,
and in the discretion of the proxies, to vote upon any other matter which may properly come before the meeting and any adjournment
thereof. If this card is not returned or is returned unsigned, the trustee will vote the shares in accordance with the terms of the
Master Defined Contribution Trust.
Receipt is hereby acknowledged of the notice of
meeting and proxy statement dated March 27, 1997
and the 1996 annual report to shareholders of
Tupperware Corporation.
________________________________________________
Signature
Date:______________________________________, 1997
NOTE: Please mark, date and sign above and
return in the enclosed envelope.
</TABLE>
