SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------
FORM 11-K/A
ANNUAL REPORT
PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from _________ to __________
Commission file number 1-11657
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below: Tupperware
Corporation Retirement Savings Plan, 14901 South Orange
Blossom Trail, Orlando, Florida 32837.
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
Tupperware Corporation, 14901 South Orange Blossom Trail,
Orlando, Florida 32837.
<PAGE>
TUPPERWARE CORPORATION
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997
Report of Independent Certified Public Accountants
To the Participants and Administrator of
the Tupperware Corporation Retirement Savings Plan
We have audited the accompanying statements of net assets
available for plan benefits of Tupperware Corporation
Retirement Savings Plan (the Plan) as of December 31, 1997
and 1996, and the related statement of changes in net assets
available for plan benefits for the year ended December 31,
1997. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan
and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material mis-
statement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our report dated June 20, 1997, we were unable to, and did
not, express an opinion on the 1996 financial statements
because, at the instruction of the Plan administrator, we did
not perform any auditing procedures with respect to the
information certified by the plan Trustee. In conjunction
with our audit of the 1997 financial statements, the Plan
administrator instructed us to perform, and we did perform,
an audit of the 1996 statement of net assets available for
plan benefits in accordance with generally accepted auditing
standards. Accordingly, we are now able to express an
opinion on the 1996 statement of net assets available for
plan benefits.
In our opinion, the financial statements referred to in the
first paragraph of this report present fairly, in all material
respects, the net assets available for plan benefits of the
Plan as of December 31, 1997 and 1996, and the changes in its
net assets available for plan benefits for the year ended
December 31, 1997 in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The additional information included in schedules 1 through 3
is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is
additional information required by ERISA. The Fund Informa-
tion in Note 8 is presented for purposes of additional
analysis rather than to present the net assets available for
plan benefits and changes in net assets available for plan
benefits of each fund. Schedules 1 through 3 and the Fund
Information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
Price Waterhouse LLP
Orlando, Florida
June 5, 1998
<PAGE>
<TABLE>
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1996 AND 1997
<CAPTION>
1996 1997
----------- ------------
<S> <C> <C>
ASSETS
Investments at fair value -
Tupperware Corporation common stock
(Cost $12,327,795 in 1996 and
$13,905,732 in 1997) $29,981,577 $16,086,551
Large capitalization stock
(Cost $11,854,859 in 1996 and
$12,459,075 in 1997) 16,575,999 19,046,502
Small capitalization stock
(Cost $7,767,727 in 1996 and
$8,086,683 in 1997) 10,332,725 10,534,209
International stock
(Cost $4,725,716 in 1996 and
$5,580,629 in 1997) 4,836,800 5,213,788
Fixed income
(Cost $1,266,518 in 1996 and
$906,697 in 1997) 1,266,518 906,697
Short-term investments 3,607,992 4,205,920
Participant loans 1,264,648 1,337,291
Investments at contract value -
Group annuity contracts
(Cost $30,788,529 in 1996 and
$29,559,814 in 1997) 30,788,529 29,559,814
----------- -----------
Total investments 98,654,788 86,890,772
----------- -----------
Receivables -
Accrued income 543,312 334,299
Company contributions 11,025 11,462
Employees' contributions 9,829 9,895
Employee loan payments receivable 6,161 0
----------- -----------
Total receivables 570,327 355,656
----------- -----------
TOTAL ASSETS 99,225,115 87,246,428
----------- -----------
LIABILITIES
Accrued expenses 77,875 107,483
Due to brokers for securities purchased 404,544 187,499
----------- -----------
TOTAL LIABILITIES 482,419 294,982
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $98,742,696 $86,951,446
=========== ===========
The accompanying notes are an integral part of these
financial statements.
</TABLE>
<PAGE>
<TABLE>
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
<CAPTION>
1997
------------
<S> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT BEGINNING OF PERIOD $98,742,696
-----------
ADDITIONS TO NET ASSETS
Net Company contributions 2,149,371
Employees' contributions 2,137,743
Employees' rollovers 126,250
Net realized gain on sale of
investments 3,976,904
Change in unrealized appreciation/
(depreciation) in fair value
of investments (14,169,594)
Interest and dividend income 5,040,563
-----------
TOTAL ADDITIONS (738,763)
-----------
DEDUCTIONS FROM NET ASSETS
Distributions to participants for
benefit payments 10,609,052
Administrative expenses 443,435
-----------
TOTAL DEDUCTIONS 11,052,487
-----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT END OF YEAR $86,951,446
===========
The accompanying notes are an integral part of these
financial statements.
</TABLE>
<PAGE>
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997
NOTE 1 - DESCRIPTION OF THE PLAN
General
The Tupperware Corporation Retirement Savings Plan (the Plan)
was established May 1, 1996 as a result of the distribution
by Premark International, Inc. to its stockholders of all
outstanding shares of common stock of its wholly owned
subsidiary, Tupperware Corporation (the Company). The
Company assumed sponsorship of the Plan on May 1, 1996. The
Plan is a defined contribution plan covering eligible
employees of Tupperware U.S., Inc., Dart Industries Inc.,
Premier Products, Inc., Premier Manufacturing, Inc.,
Tupperware Services, Inc., Tupperware Home Parties
Corporation and the Company. As of May 1, 1996, the Premark
International, Inc. Retirement Savings Plan (the Premark
Plan) participants employed by the Company were separated
from the Premark Plan and the assets associated with those
participants were transferred from the Premark Plan and the
Premark International, Inc. Master Defined Contribution Trust
(the Premark Trust) to the Plan.
The investment assets of the Plan are held in the Tupperware
Corporation Defined Contribution Trust (the Trust) by Bankers
Trust Company (the Trustee).
The Plan is administered on behalf of the Company by the
Management Committee for Employee Benefits (MCEB), which
functions as the Plan Administrator. MCEB is composed of
certain officers of the Company appointed by the Compensation
and Directors Committee of the Board of Directors of the
Company.
The following description of the Plan provides only general
information. Information about the Plan's provisions is
contained in the Plan document, which may be obtained from
the Company.
Participation
All eligible employees whose customary employment is for at
least 1,000 hours during a year, may participate in the Plan
on the first day of the month coincident with or following
the completion of six months of service. All eligible
employees whose customary employment is not for at least
1,000 hours during a year may participate in the Plan on the
first day of the month coincident with or following the
12 month period after their employment or any plan year
thereafter, provided 1,000 hours of service are completed
during the time period. For new hires, the number of hours
used in assessing "customary employment" is based on the
position's expected work schedule. In addition, an employee
must not be an active participant in any other defined
contribution plan to which the Company or any subsidiary
contributes on his or her behalf.
<PAGE>
Contributions
A participant may elect to contribute from 1% to 16% of their
compensation, in whole percentage points, subject to the
limitations of the Internal Revenue Code (the Code). The
percentage of compensation contributed may be increased or
decreased, at the election of the participant, any time during
the year, up to four times per year.
All eligible participant contributions are tax deferred
contributions pursuant to a qualified cash or deferred
arrangement subject to the limitations of the Code. Company
contributions to the Plan are $0.50 for every $1.00 the
participant contributes from 1% to 6% of eligible compensation
and an amount equal to 3% of eligible compensation up to the
Social Security Wage Base (the SSWB) of $65,400 for 1997,
and 6% of eligible compensation above the
SSWB.
Investment Elections
Participants elect to invest their contributions and the basic
Company contribution in 1% increments in five core investment
funds which invest in fixed income securities, large
capitalization equities, small capitalization equities,
international equities and Company stock. Effective
January 1, 1997, all Company matching contributions are
invested in the Company Stock Fund. After attaining age 50,
55 and 62, a participant may elect to reduce the percentage of
Company matching contributions invested in the Company Stock
Fund by 25%, 50% and 100%, respectively.
Participants may direct their contributions and the basic
Company contribution to four predetermined "investment mixes"
which allocate a portion of each investment dollar to the four
funds other than the Company Stock Fund, and reflect the
assumption of varying risk and expected return characteristics.
Alternatively, participants may create their own "investment
mix" and direct these contributions to the four funds accepting
participant contributions in any desired proportion.
Listed below is a description of the investment funds:
Company Stock Fund: This fund consists of shares of the
Company's common stock and an amount of cash sufficient to
meet liquidity requirements.
Large Capitalization Stock Fund: This fund consists
primarily of a Standard & Poor's 500 Stock Index Fund
invested in stocks of companies with large capitalization
traded on the New York Stock Exchange or in an investment
vehicle that makes similar investments. This fund is
managed by the Trustee.
Small Capitalization Stock Fund: This fund consists
primarily of stocks or securities issued by entities with
small capitalization traded mainly in markets within the
United States. This fund alternative is currently invested
in funds managed by two investment fund managers.
International Stock Fund: This fund consists primarily of
stocks or securities issued by entities outside the United
States. This fund alternative is currently invested in
funds managed by two investment fund managers.
<PAGE>
Investment Elections - continued
Fixed Income Fund: This fund consists primarily of a bank
interest contract with the Trustee, book value wrapper
contracts with Miller, Anderson & Sherrerd and Standish,
Ayer & Wood and a guaranteed investment contract with
Security Life of Denver Insurance Company of America. In
1997, contract interest rates varied from 3.87% to 8.09%.
The predetermined investment mixes' targeted investment
allocation established by MCEB is as follows:
<TABLE>
<CAPTION>
Mix A Mix B Mix C Mix D
----- ----- ----- -----
<S> <C> <C> <C> <C>
Large Capitalization
Stock Fund 8% 21% 31% 48%
Small Capitalization
Stock Fund 7 12 20 20
International
Stock Fund 5 7 9 12
Fixed Income Fund 80 60 40 20
--- --- --- ---
Total 100% 100% 100% 100%
=== === === ===
</TABLE>
Participants may reallocate their investments among the
available funds up to 12 times per year. Participants may
elect to change investment direction in the Company Stock
Fund with respect to future contributions, as well as to
transfer all or a portion of current account balances in
increments of 1%. Separate current and future investment
elections with respect to employee and Company contributions
are not permitted.
None of the investment funds guarantee a return to the
participant. The Fixed Income Fund's rate of return is the
weighted average of the rates of return guaranteed by the
various investment contracts plus the return on other fixed
income securities held in the fund. With respect to
traditional guaranteed investment contracts, such guarantees
are backed by the underlying assets of the insurance companies
and with respect to the other contracts, the underlying
investments are held in the name of the Trust. Dividend and
interest income received on investments made by the investment
funds are reinvested in the same funds.
The Deferred Annuity Option is available to eligible
participants who were in the Premark Plan prior to January 1,
1991 and invested in the Deferred Annuity Fund before that
date. These annuities have been purchased from John Hancock
Financial Services and are held by the Plan until the
participant retires. Income earned on annuity contracts is
reinvested in the contracts. No funds were invested in this
option at December 31, 1996 or December 31, 1997.
<PAGE>
Vesting and Distribution Options
Participants are fully vested in the current value of their
contributions and earnings thereon, and become fully vested
in the Company contributions and related earnings credited to
their accounts based upon their years of service as shown in
the following table:
<TABLE>
<CAPTION>
Years of Vested
Service Percentage
----------------- ----------
<S> <C>
Less than 1 0%
1 but less than 2 20%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
</TABLE>
Participants who are age 65 or over, die, or become
permanently and totally disabled are automatically 100%
vested in the value of Company contributions and related
earnings credited to their accounts.
Upon termination of employment, participants generally may
elect to receive the total value of their account attributable
to their contributions, as well as the vested value of their
Company contributions, in cash or an annuity under the terms
of an annuity contract. For distributions from the Company
Stock Fund, participants may elect to receive their eligible
distribution in full shares of the Company's common stock or
in cash. Alternatively, participants may elect to defer the
distribution of their account balance until December 31 of
the calendar year in which they reach age 70 1/2. Such
deferred benefits remain in the Trust accruing their share of
investment income.
Participant Loans
Participants may borrow from their Plan account balances for
terms of one month to five years. Participant loans are
limited to the lesser of $50,000 or 50% of the participant's
vested account balance at the time the loan is made and bear
interest at a rate of prime plus one percentage point at the
time the loan is made. Outstanding participant loans are
considered investments of the Trust. Interest paid is
credited to the borrowing participant's account. Repayments
of principal and interest are allocated to investments using
the participant's current investment election.
Forfeitures
Company contributions forfeited by terminating employees are
used to reduce future Company contributions to the Plan as
allowed by the Internal Revenue Service (I.R.S.). The
Company will reinstate forfeited balances to the accounts of
employees who rejoin the Company within five years of their
termination. Forfeitures applied to reduce Company contribu-
tions during the period ended December 31, 1997 were $107,139.
<PAGE>
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The Company maintains the accounts of the Plan on an accrual
basis.
Administrative Expenses
Certain administrative and recordkeeping costs associated
with the Plan are charged to the Plan in accordance with Plan
provisions and guidelines approved by MCEB. Remaining costs
are absorbed by the Company.
Asset Valuation
The investment assets in the Trust that are securities traded
on a national securities exchange are valued at the quoted
closing sale price on the last business day of the year.
Investments traded in over-the-counter markets and listed
securities for which no sale was reported on the last business
day of the year are valued at their last reported bid price.
Investments for which quotations are not readily available are
stated at estimated fair values as determined by the Trustee.
Participant loans are stated at contract value which
approximates fair value. Guaranteed investment contracts,
bank investment contracts and similar investments are valued
at contract value.
Security Transactions and Investment Income
Purchases and sales of investments by the Trust are recorded
on a trade date basis. When investments are sold, the
difference between the original cost (computed on an average
cost basis) and the proceeds received is recorded as a
realized gain or loss. Interest and dividend income are
recorded when earned.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial
statements and the reported amounts of additions to and
deductions from net assets during the reporting period.
Actual results could differ from those estimates.
Payments to Withdrawing Participants
The Plan records payments to withdrawing participants at the
time of disbursement, in accordance with the AICPA Audit and
Accounting Guide - "Audits of Employee Benefit Plans." Under
the rules for preparation of its Form 5500, the Plan reflects
an accrual for the amount to be paid to participants who
have withdrawn from the Plan prior to year end, requested a
distribution which was approved, but not yet paid at period
end.
<PAGE>
Payments to Withdrawing Participants - continued
The amounts to be paid to participants who have withdrawn
prior to or on December 31, 1996 and December 31, 1997 were:
<TABLE>
<CAPTION>
1996 1997
-------- ---------
<S> <C> <C>
Company Stock Fund $ 8,080 $ 4,048
Large Capitalization Stock Fund 7,790 180,112
Small Capitalization Stock Fund 4,595 32,975
International Stock Fund 1,947 31,380
Fixed Income Fund 112,439 442,425
-------- --------
Total $134,851 $690,940
======== ========
</TABLE>
NOTE 3 - TERMINATION OF THE PLAN
It is the intent of the Company that the Plan continue into
the future; however, MCEB reserves the right to terminate the
Plan. In the event the Plan is terminated, participants would
become fully vested in their accounts and the assets of the
Plan would be distributed to the participants in proportion to
their respective interests in the Plan.
NOTE 4 - TAX STATUS
The Plan has obtained a favorable determination letter dated,
June 1, 1998, on the tax status of the Plan from the Internal
Revenue Service. The Plan administrator believes that the
Plan is currently designed and being operated in compliance
with the applicable requirements of the Internal Revenue Code.
Accordingly, no provision for income taxes has been included
in the Plan's financial statements.
NOTE 5 - INVESTMENTS
Assets and investment earnings of the Trust are held in
investment accounts which are managed and invested by the
Trustee and by asset managers appointed by MCEB. Certain
investment funds may enter into hedging agreements and
techniques to effectively manage the funds' portfolio risk
and reward characteristics. Net investment income/(loss)
included in the Plan's statement of changes in net assets
available for plan benefits represents the Plan's net
realized gain/(loss) on sale of investments, change in
unrealized appreciation/(depreciation) in the fair value of
investments, interest income, dividend income, and
administrative expenses for the year. The net investment
income/(loss) is allocated daily based upon the Plan's
accumulated daily balances in the Trust's investment funds.
<PAGE>
Investments that represent five percent or more of the Plan's
total assets available for Plan benefits at December 31,1996
and 1997 are as follows:
<TABLE>
<CAPTION>
Description Current Value Current Value
1996 1997
----------- ------------- -------------
<S> <C> <C>
Tupperware Corporation
Common Stock $29,981,577 $16,086,551
Bankers Trust Company,
Institutional Equity 500 Fund 16,575,999 19,046,502
Miller, Anderson & Sherrerd
Group Annuity, 8.085% 13,490,281 14,815,627
Standish, Ayer & Wood
Group Annuity, 7.606% 13,459,373 14,744,187
Dimensional Fund Advisors, Inc.
US Small Cap Portfolio II Fund 5,192,525 5,131,707
Pilgrim Baxter & Assoc.,
PBGH Growth Fund 5,140,200 5,402,502
Other 14,814,833 11,663,696
----------- -----------
TOTAL ASSETS HELD FOR INVESTMENT $98,654,788 $86,890,772
=========== ===========
</TABLE>
<PAGE>
NOTE 6 - RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of investments managed by
Bankers Trust. Bankers Trust is the Trustee as defined by the
Plan and, therefore, these transactions qualify as party-in-
interest transactions. No fees were paid by the Plan for
investment management services for the period ended
December 31, 1997.
NOTE 7 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for
plan benefits included in the financial statements to net
assets available for plan benefits included in the Form 5500:
<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Net assets available for plan benefits
per the financial statements $98,742,696 $86,951,446
Less: participant distributions payable 134,851 690,940
----------- -----------
Net assets available for plan benefits
per Form 5500 $98,607,845 $86,260,506
=========== ===========
</TABLE>
The following is a reconciliation of benefits paid to
participants per the financial statements to Form 5500:
<TABLE>
<CAPTION>
1997
-----------
<S> <C>
Benefits paid to participants per
the financial statements $10,609,052
Add: distributions allocated to
withdrawing participants 690,940
-----------
Distributions to participants per
Form 5500 $11,299,992
===========
</TABLE>
Benefits payable to withdrawing participants are recorded on
Form 5500 for benefit claims that have been approved for
payment prior to December 31 but have not yet been paid as of
that date.
<PAGE>
NOTE 8
<TABLE>
<CAPTION>
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION AS OF DECEMBER 31, 1996
Large Small
Company Capitalization Capitalization International Fixed
Stock Stock Stock Stock Income Loan Clearing
Fund Fund Fund Fund Fund Fund Account Total
----------- -------------- -------------- ------------- ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments -
Tupperware Corporation
Common Stock (Cost
$12,327,795) $29,981,577 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $29,981,577
Marketable securities
(Cost $25,614,820) 16,575,999 10,332,725 4,836,800 1,266,518 33,012,042
Group annuity
contracts (Cost
$30,788,529) 30,788,529 30,788,529
Short-term investments 1,226,382 2,296,812 84,798 3,607,992
Participant loans 1,264,648 1,264,648
---------- ----------- ----------- ---------- ----------- ---------- --------- -----------
Total investments 31,207,959 16,575,999 10,332,725 4,836,800 34,351,859 1,264,648 84,798 98,654,788
Receivables-
Dividend and
interest income 127,426 160 140,942 68,707 205,727 350 543,312
Company contributions 4,820 635 576 356 4,638 11,025
Employees' contributions 1,193 1,097 535 7,004 9,829
Employee loan payments
receivable 776 774 288 4,323 6,161
---------- ----------- ----------- ---------- ----------- ---------- ---------- -----------
TOTAL ASSETS 31,340,205 16,578,763 10,476,114 4,906,686 34,573,551 1,264,648 85,148 99,225,115
---------- ----------- ----------- ---------- ----------- ---------- ---------- -----------
LIABILITIES
Transfers from
clearing account 10,983 3,064 2,524 1,296 16,804 (34,671) 0
Securities purchased 140,782 68,655 195,107 404,544
Accrued expenses 77,875 77,875
---------- ----------- ----------- ---------- ----------- ---------- ---------- -----------
TOTAL LIABILITIES 10,983 3,064 143,306 69,951 211,911 0 43,204 482,419
---------- ----------- ----------- ---------- ----------- ---------- ---------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $31,329,222 $16,575,699 $10,332,808 $4,836,735 $34,361,640 $1,264,648 $ 41,944 $98,742,696
=========== =========== =========== ========== =========== ========== ========== ===========
</TABLE>
<PAGE>
Note 8 - Continued
<TABLE>
<CAPTION>
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION AS OF DECEMBER 31, 1997
Large Small
Company Capitalization Capitalization International Fixed
Stock Stock Stock Stock Income Loan Clearing
Fund Fund Fund Fund Fund Fund Account Total
----------- -------------- -------------- ------------- ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments -
Tupperware Corporation
Common Stock (Cost
$13,905,732) $16,086,551 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $16,086,551
Marketable securities
(Cost $27,033,084) 19,046,502 10,534,209 5,213,788 906,697 35,701,196
Group annuity
contracts (Cost
$29,559,814) 29,559,814 29,559,814
Short-term investments 912,949 9 3,157,099 135,863 4,205,920
Participant loans 1,337,291 1,337,291
---------- ----------- ----------- ---------- ----------- ---------- --------- -----------
Total investments 16,999,500 19,046,502 10,534,209 5,213,797 33,623,610 1,337,291 135,863 86,890,772
Receivables-
Dividend and interest
income 130,992 202,532 775 334,299
Company contributions 6,812 141 42 21 369 4,077 11,462
Employees' contributions 379 1,138 741 499 7,138 9,895
Employee loan payments
receivable (2,388) (1,917) (935) (14,960) 20,200 0
---------- ----------- ----------- ---------- ----------- ---------- ---------- -----------
TOTAL ASSETS 17,137,683 19,045,393 10,533,075 5,213,382 33,818,689 1,357,491 140,715 87,246,428
---------- ----------- ----------- ---------- ----------- ---------- ---------- -----------
LIABILITIES
Transfers from
clearing account 18,525 1,032 41,165 1,328 (62,050) 0
Securities purchased 187,499 187,499
Accrued expenses 7,436 4,697 3,412 1,786 20,816 69,336 107,483
---------- ----------- ----------- ---------- ----------- ---------- ---------- -----------
TOTAL LIABILITIES 25,961 5,729 44,577 3,114 146,265 0 69,336 294,982
---------- ----------- ----------- ---------- ----------- ---------- ---------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $17,111,722 $19,039,664 $10,488,498 $5,210,268 $33,672,424 $1,357,491 $ 71,379 $86,951,446
=========== =========== =========== ========== =========== ========== ========== ===========
</TABLE>
<PAGE>
<TABLE>
Note 8 - Continued
<CAPTION>
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS WITH FUND INFORMATION
FOR PERIOD JANUARY 1, 1997 TO DECEMBER 31, 1997
Large Small
Company Capitalization Capitalization International Fixed
Stock Stock Stock Stock Income Loan Clearing
Fund Fund Fund Fund Fund Fund Account Total
----------- -------------- -------------- ------------- ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR PLAN BENEFITS AT
BEGINNING OF YEAR $31,329,222 $16,575,699 $10,332,808 $4,836,735 $34,361,640 $1,264,648 $ 41,944 $98,742,696
ADDITIONS TO NET ASSETS
Employees'
contributions 66,434 722,818 414,326 217,517 706,752 9,896 2,137,743
Employees' rollovers 47,216 22,396 13,054 43,584 126,250
Net Company
contributions 1,367,589 223,938 135,984 69,405 338,608 13,847 2,149,371
Participant loan
repayments 17,768 203,535 103,705 55,899 284,815 673,972 (1,339,694) 0
Dividend and
interest income 572,698 1,106,356 234,799 470,494 2,542,378 105,228 8,610 5,040,563
Realized gain 461,604 2,158,706 1,184,436 172,158 3,976,904
Change in unrealized
appreciation/
(depreciation)
in fair value of
investments (15,315,178) 1,866,286 (117,471) (477,925) (125,306) (14,169,594)
Interfund transfers 503,829 424,828 1,440,454 (2,369,111) 0
----------- ----------- --------- --------- ---------- --------- -------- -----------
TOTAL ADDITIONS (12,325,256) 6,328,855 1,978,175 945,430 5,231,285 779,200 (3,676,452) (738,763)
----------- ----------- --------- --------- ---------- --------- --------- -----------
DEDUCTIONS FROM
NET ASSETS
Distributions to
participants for
benefit payments 1,757,246 1,822,011 977,797 475,433 5,414,166 162,399 10,609,052
Administrative expenses 121,513 92,481 54,104 26,654 182,301 (33,618) 443,435
Participant loans 13,485 241,080 132,119 68,481 324,034 686,357 (1,465,556) 0
Interfund transfers 1,709,318 658,465 1,329 (2,369,112) 0
---------- ----------- ----------- ---------- ----------- ---------- ---------- -----------
TOTAL DEDUCTIONS 1,892,244 3,864,890 1,822,485 571,897 5,920,501 686,357 (3,705,887) 11,052,487
---------- ----------- ----------- ---------- ----------- ---------- ---------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
AT END OF YEAR $17,111,722 $19,039,664 $10,488,498 $5,210,268 $33,672,424 $1,357,491 $ 71,379 $86,951,446
=========== =========== =========== ========== =========== ========== ========= ===========
</TABLE>
<PAGE>
Schedule I
<TABLE>
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
LINE 27a - SCHEDULE OF INVESTMENTS
DECEMBER 31, 1997
<CAPTION>
Par Value or Current or
Number of Estimated
Description Shares Cost Value
- ---------------------------- ------------ ---------- ----------
<S> <C> <C> <C>
INTEREST INCOME CONTRACTS
Miller, Anderson & Sherrerd
Group Annuity 8.085% $14,815,627 $14,815,627 $14,815,627
Standish, Ayer & Wood Group
Annuity 7.606% 14,744,187 14,744,187 14,744,187
Security Life of Denver
Contract #FV0108B, 3.87%,
7/20/99 906,697 906,697 906,697
---------- ----------
TOTAL INTEREST
INCOME CONTRACTS 30,466,511 30,466,511
---------- ----------
COLLECTIVE/COMMON TRUST
Bankers Trust Company Pyramid
Directed Cash 4,205,920 4,205,920 4,205,920
---------- ----------
REGISTERED INVESTMENT COMPANIES
Bankers Trust Company
Institutional Equity 500 151,608 12,459,075 19,046,502
Dimensional Fund Advisors, Inc.
US Small Cap Portfolio II 243,555 3,991,969 5,131,707
Pilgrim Baxter & Assoc.,
PBHG Growth Fund 212,781 4,094,714 5,402,502
Morgan Stanley Asset Mgmt., Inc.
Institutional Fund
International Equity, Class A 153,403 2,647,016 2,632,394
UAM
International Equity Fund 242,840 2,933,613 2,581,394
---------- ----------
TOTAL REGISTERED
INVESTMENT COMPANIES 26,126,387 34,794,499
---------- ----------
Tupperware Corporation,
Common Stock, $0.01 par 577,096 13,905,732 16,086,551
Retirement Savings Plan
Participant Loan Fund
Interest Rate Range: 7%-10%;
Terms from 1 Month
to 5 Years $1,337,291 1,337,291 1,337,291
---------- ----------
TOTAL INVESTMENTS $76,041,841 $86,890,772
=========== ===========
</TABLE>
<PAGE>
Schedule II
<TABLE>
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
LINE 27a - SCHEDULE OF SECURITIES ACQUIRED AND DISPOSED OF
DURING THE YEAR ENDED DECEMBER 31, 1997
<CAPTION>
Number of
Shares or Purchase Sales
Par Value Cost Proceeds
------------ ---------- ----------
<S> <C> <C> <C>
John Hancock Group Annuity Contract 101,010 $ 101,010
#8503, 6.05%, 10/01/97 2,813,722 $2,813,722
Security Life of Denver Contract 48,928 48,928
#FV0108B, 3.87%, 7/20/99 443,984 443,984
Principal Financial Group
Annuity Contract 43,507 43,507
#4-23177, 6.42%, 10/01/97 1,145,280 1,145,280
Miller, Anderson & Sherrerd Annuity 2,432,664 2,432,664
8.085% 1,107,318 1,107,318
Standish, Ayers & Woods 2,392,132 2,392,132
7.606% 1,107,318 1,107,318
Participant Loans 792,717 792,717
Various rates and durations 726,236 726,236
</TABLE>
<PAGE>
Schedule III
<TABLE>
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
LINE 27d - SCHEDULE OF THE REPORTABLE TRANSACTIONS
DURING THE YEAR ENDED DECEMBER 31, 1997
Cummulative Transactions by Issue
Exceeding 5% of Net Assets
<CAPTION>
Purchases Sales
------------------------ -----------------------------------------------------
Number of Number of Gain/(Loss)
Transactions Amount Transactions Cost Amount on Sale
------------ ---------- ------------ ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bankers Trust Company
Bankers Trust Pyramid
Directed Cash Account 282 $30,540,370 313 $29,931,607 $29,931,607 $ 0
Bankers Trust Company
Bankers Trust Institutional
Equity 500 Fund 133 4,835,734 91 4,231,518 6,390,224 2,158,706
</TABLE>
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the
Securities Exchange Act of 1934, the trustees (or other
persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 26, 1998
TUPPERWARE CORPORATION
RETIREMENT SAVINGS PLAN
By: Thomas M. Roehlk,
Chairman of the Management Committee
for Employee Benefits
EXHIBIT INDEX
Exhibit No.
23 Consent of Independent Certified Public Accountants
to the incorporation of their report by reference
into the prospectuses contained in specified
registration statements on Form S-8.
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statements on Form S-8 (Nos. 33-04871, 33-04869
and 33-18331) of Tupperware Corporation of our report dated
June 5, 1998, relating to the financial statements of
Tupperware Corporation Retirement Savings Plan for the year
ended December 31, 1997, appearing in this Form 11-K/A.
Price Waterhouse LLP
Orlando, Florida
June 26, 1998
