<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
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 Section240.14a-11(c) or
Section240.14a-12
TUPPERWARE CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(4) Date Filed:
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<PAGE>
TUPPERWARE CORPORATION
14901 S. ORANGE BLOSSOM TRAIL
ORLANDO, FL 32837
------------------------
Mailing Address:
Post Office Box 2353
Orlando, FL 32802-2353
[LOGO]
To Our Shareholders:
It is my pleasure to invite you to attend the annual meeting of shareholders
of Tupperware Corporation to be held on Friday, May 8, 1998 at the Hyatt Regency
Hotel, Orlando International Airport, Orlando, Florida. The meeting will begin
at 10:00 a.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.
Warren Batts retired in September 1997 after serving as the Company's
Chairman and Chief Executive Officer since it began its existence as a public
company in 1996. Warren's leadership during that important period was critical.
On behalf of all the directors, I want to express our appreciation for Warren's
guidance and dedication to the Company.
Sincerely,
[SIGNATURE]
Rick Goings
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
March 27, 1998
<PAGE>
TUPPERWARE CORPORATION
14901 S. ORANGE BLOSSOM TRAIL
ORLANDO, FL 32837
------------------------
Mailing Address:
Post Office Box 2353
Orlando, FL 32802-2353
[LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 1998 annual meeting of shareholders of Tupperware Corporation will be
held at the Hyatt Regency Hotel, Orlando International Airport, 9300 Airport
Boulevard, Orlando, Florida 32827 on Friday, May 8, 1998 at 10:00 a.m. to
consider and vote upon:
1. The election of four directors for the term expiring at the 2001 annual
meeting of shareholders and one director for the term expiring at the
1999 annual meeting of shareholders;
2. The proposal to ratify the appointment of Price Waterhouse LLP as
independent auditors for the fiscal year ending December 26, 1998; 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 postage paid 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,
[SIGNATURE]
Thomas M. Roehlk
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
March 27, 1998
<PAGE>
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 8, 1998 and at any adjournment thereof. This proxy statement and the
accompanying form of proxy are being mailed to shareholders on or about March
27, 1998.
VOTING AT THE MEETING
The Board of Directors (the "Board") has fixed the close of business on
March 10, 1998, as the record date for determining shareholders entitled to vote
at the meeting. On that date there were outstanding 59,200,241 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. Broker non-votes and
abstentions 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. In addition, directors may be elected to fill vacancies in
classes whose terms are expiring in later years. All of the nominees except
Betsy D. Holden are currently directors of the Company. Four directors have been
nominated by the Board for election at this meeting for the term expiring in
2001. They are Rita Bornstein, E. V. Goings, Robert M. Price and Joyce M. Roche.
Betsy D. Holden has been nominated by the Board for election at this meeting for
the term expiring in 1999.
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.
3
<PAGE>
The following pages contain information concerning the nominees and the
directors whose terms of office will continue after the meeting. 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>
YEAR FIRST
NAME PRINCIPAL BUSINESS POSITIONS FOR THE PAST FIVE YEARS, ELECTED
OTHER DIRECTORSHIPS, EXPIRATION OF TERM AND AGE DIRECTOR
- ------------------------------------------------------------------------------------------------- ---------------
<S> <C>
NOMINEES FOR ELECTION AS DIRECTORS FOR THE TERM EXPIRING IN 2001:
RITA BORNSTEIN, PH.D., President of Rollins College, an independent comprehensive liberal arts
college. Dr. Bornstein serves as a director of NationsBank Corporation. Age 61............... 1997
E. V. GOINGS, Chairman and Chief Executive Officer since October 1997, after serving as
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. Mr. Goings serves as a director of SunTrust Bank, Florida and
as National Chairman of The Boys and Girls Club of America. Age 52........................... 1996
ROBERT M. PRICE, President of PSV, Inc., a firm which assists public and private organizations
in the utilization and commercialization of new technologies. Mr. Price serves as a director
of Affinity Technology Group, Inc., Fourth Shift Corporation, International Multifoods
Corporation and Public Service Company of New Mexico. Age 67................................. 1996
JOYCE M. ROCHE, President and Chief Operating Officer of Carson, Inc., a personal care products
company, since 1996, after serving in various executive positions with Avon Products, Inc., a
direct-selling consumer products company. She serves as a director of Carson, Inc. and
Southern New England Telecommunications Corporation. Age 50.................................. 1998
NOMINEE FOR ELECTION AS A DIRECTOR FOR THE TERM EXPIRING IN 1999:
BETSY D. HOLDEN, Executive Vice President of Kraft Foods, Inc., a subsidiary of Philip Morris
Companies, Inc., and President of its Kraft Cheese Division, since 1995. Prior thereto, Ms.
Holden served as President of Kraft's Tombstone Pizza division since 1993, after serving in Not
various marketing and product development positions with Kraft Foods, Inc. Age 42............ Applicable
DIRECTORS CONTINUING IN OFFICE:
JOE R. LEE, Chairman and Chief Executive Officer of Darden Restaurants, Inc., which owns and
operates casual dining restaurants, 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. Term expires in
2000. Age 57................................................................................. 1996
BOB MARBUT, Chairman and Co-Chief Executive Officer of Hearst-Argyle Television, Inc., a
television station group, since August 1997. Previously he was Chairman and Chief Executive
Officer of Argyle Television since 1994, and Chairman and Chief Executive Officer of Argyle
Communications, Inc. since January 1992. Mr. Marbut serves as a director of Argyle
Communications, Inc., Hearst-Argyle Television, Inc., Diamond Shamrock, Inc., Katz Media
Group, Inc., and Tracor, Inc. Term expires in 2000. Age 62................................... 1996
DAVID R. PARKER, Chairman of the Board of ProSource, Inc., a leading food-service distribution
company, since June 1992. Mr. Parker serves as a director of Premark International, Inc. and
ProSource, Inc. Term expires in 2000. Age 54................................................. 1997
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST
NAME PRINCIPAL BUSINESS POSITIONS FOR THE PAST FIVE YEARS, ELECTED
OTHER DIRECTORSHIPS, EXPIRATION OF TERM AND AGE DIRECTOR
- ------------------------------------------------------------------------------------------------- ---------------
<S> <C>
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,
Premark International, Inc., Principal Mutual Life Insurance Company, Sprint Corporation, and
Varian Associates. Term expires in 1999. Age 69.............................................. 1996
LLOYD C. ELAM, M.D., Distinguished Professor emeritus (after serving as Chancellor and as
President) of Meharry Medical College. Dr. Elam serves as a director of Merck & Co., Inc.,
Phoenix Health Systems, Inc., and Premark International, Inc. Term expires in 1999. Age 69... 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 63.............................. 1996
</TABLE>
BOARD COMMITTEES
The Audit and Corporate Responsibility Committee, which held three meetings
in 1997, 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. 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. Parker
(Chairperson), Dr. Davis, Ms. Roche and Messrs. Lee and Price.
The Compensation and Directors Committee, which held four meetings in 1997,
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 from
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 plans.
Members of this Committee are Mr. Marbut (Chairperson), Dr. Bornstein, Dr. Elam
and Mr. Grum.
The Executive Committee, which did not meet in 1997, has most of the powers
of the Board and can act when the Board is not in session. Members of this
Committee are Messrs. Goings (Chairperson), Lee, Marbut and Parker.
BOARD MEETINGS AND DIRECTORS' ATTENDANCE
There were six Board meetings and seven committee meetings held in 1997. No
director attended fewer than 75 percent of the aggregate of Board meetings and
committee meetings on which the director served as a committee member.
5
<PAGE>
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 and nominees, by each of the
executive officers named in the Summary Compensation Table and by all directors
and nominees and all executive officers of the Company as a group on March 10,
1998, 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 current director or officer owns
more than 1 percent of the Company's common stock. Directors and officers as a
group own 3.1 percent, and Mr. Batts owns 1.3 percent.
<TABLE>
<CAPTION>
SHARED SHARES THAT MAY TOTAL
OWNERSHIP OR BE ACQUIRED RETIREMENT SHARES
SOLE HELD BY OR FOR WITHIN 60 DAYS RESTRICTED SAVINGS BENEFICIALLY
NAME OWNERSHIP FAMILY MEMBERS OF MARCH 10(1) STOCK(2) PLAN-401(K) OWNED
- ------------------------------- ----------- --------------- --------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Warren L. Batts................ 562,331 -- 216,386 -- -- 778,717
Rita Bornstein................. 1,200 -- 1,352 -- -- 2,552
Ruth M. Davis.................. 3,640 -- 1,422 -- -- 5,062
Lloyd C. Elam.................. 6,438 2,705 2,230 -- -- 11,373
E. V. Goings................... 35,405 -- 181,520 24,885 87 241,897
Clifford J. Grum............... 4,124 8,000 19,226 -- -- 31,350
Betsy D. Holden................ -- 200 -- -- -- 200
Joe R. Lee..................... 6,500 -- 3,000 -- -- 9,500
Bob Marbut..................... 21,470 -- 8,409 -- -- 29,879
Gaylin L. Olson................ -- -- 47,394 6,000 17,410 70,804
David R. Parker................ -- 9,000 2,000 -- -- 11,000
Robert M. Price................ 4,000 -- 11,113 -- -- 15,113
Joyce M. Roche................. 200 -- 115 -- -- 315
Hans J. Schwenzer.............. 7,100 -- 42,733 10,000 -- 59,833
Christian E. Skroeder.......... 2,300 -- 29,275 9,000 -- 40,575
Paul B. Van Sickle............. 56,598 -- 67,952 7,000 72,739 204,289
----------- ------ ------- ----------- ------------- -----------
Subtotal..................... 711,306 19,905 634,127 56,885 90,236 1,512,459
----------- ------ ------- ----------- ------------- -----------
----------- ------ ------- ----------- ------------- -----------
All directors and executive
officers as a group (30)
(including the named
individuals above)............ 732,763 40,411 810,382 111,229 137,981 1,832,766
----------- ------ ------- ----------- ------------- -----------
----------- ------ ------- ----------- ------------- -----------
</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.
6
<PAGE>
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 percent 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 OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------------------------------------------------ -------------------- -----------------
<S> <C> <C>
T. Rowe Price Associates, Inc. 3,720,012(1) 6.3%
100 E. Pratt Street
Baltimore, MD 21202
Hotchkis & Wiley 3,026,233(2) 5.1%
800 West Sixth Street, Suite 540
Los Angeles, CA 90017-2708
Trimark Investment Management Inc. 2,988,600(3) 5.0%
One First Canadian Place, Suite 5600
Toronto, Ontario M5X 1E5
Canada
</TABLE>
- ------------------------
(1) T. Rowe Price Associates, Inc. has sole voting power with respect to 489,051
shares and sole dispositive power with respect to 3,720,012 shares. The
shares are owned by various individual and institutional investors which T.
Rowe Price Associates, Inc. ("Price") serves as an investment advisor with
power to direct investments and/or sole power to vote the shares. Price
expressly disclaims that it is, in fact, the beneficial owner of the shares.
(2) Hotchkis & Wiley has sole voting power with respect to 2,547,433 shares.
(3) Trimark Investment Management Inc. is the trustee, manager, investment
counsel, and portfolio manager of a family of Canadian mutual funds. As of
March 10, 1998, 2,988,600 shares of Tupperware Corporation were held in the
aggregate by the following mutual funds: Trimark Select Balanced Fund and
Trimark Income-Growth Fund. Beneficial ownership of the shares is with the
unitholders of such Trimark mutual funds, however, Trimark Investment
Management Inc. has and exercises sole voting and sole investment power with
respect to the shares.
7
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
For the period January 1, 1997 to December 31, 1997, 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 a
Form 4 report inadvertently was not filed on a timely basis for one transaction
for David T. Halversen, an officer of the Company.
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 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 annual cash incentives, stock options and
long-term cash incentives.
- Emphasizes long-term compensation such as stock options and long-term cash
incentives.
- Rewards financial results rather than individual performance against
individual objectives.
Section 162(m) of the Internal Revenue Code establishes 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 Section 162(m). The actions of the Committee
regarding the compensation paid, or to be paid, to executive management, have
also complied with Section 162(m). However, the Committee reserves the right to
forego deductibility if, in its discretion, it
8
<PAGE>
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 receives salary
increase consideration at approximately 15-18 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 case of the CEO.
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.
ANNUAL 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
percent of annual salary, and awards based on financial performance range from
0-200 percent of target.
Financial objectives are subject to review and approval by the Committee at
the beginning of each year. For 1997, the financial measures for executive level
incentives were a combination of net income, segment profit and sales.
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
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 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
1995-1997 three-year program, the CEO's and the other Named Officers' targets
were established at 50 percent of the
9
<PAGE>
annual incentive target with targets ranging from 25-32.5 percent of annual
salary and awards based on financial performance range from 0-300 percent of
target.
Financial objectives are subject to review and approval by the Committee at
the beginning of each performance period. For the 1995-1997 program and for the
three-year program that began January 1, 1997, Stern Stewart's "Economic Value
Added" is the financial measure for most participants. It 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 financial measure for some of the participants in the 1995-1997
program was net income.
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
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 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 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 contain option exercise prices at the fair market value on the date of
grant and are based on competitive norms derived from the survey data referred
to previously, and are subject to Committee approval. 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 size of the annual 1997 grants for the executive officers as a group
approximates the median of the competitive norms; however, in addition to the
1997 annual option grant, a special grant was made to 23 key executives,
including the CEO and the other Named Officers. 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 exercise price for
the special grant is equal to 110 percent of the fair market value of the stock
on the effective date of grant. Vesting of the options in this special grant is
contingent upon the achievement and maintenance of established stock price
targets. Any unvested options at the end of five years from grant date are
forfeited.
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 made a restricted stock grant to Mr. Goings in 1997 for
Company performance in 1996.
10
<PAGE>
CORPORATE PERFORMANCE & CEO PAY
Performance in 1997 did not meet management's expectations. Net income was
$82.0 million, including a $42.4 million pre tax ($31.3 million after tax)
charge recorded in the fourth quarter. This represented a 52 percent decrease
from pro forma 1996 net income of $170.4 million.
As a result of company performance in 1997 there will be no payout to Mr.
Goings under the annual incentive program. An award of $536,000 under the
1995-1997 long-term incentive program was approved by the Committee because of
strong performance results in 1995 and 1996 which offset poorer performance in
1997 against the three-year cumulative performance measurement goals of this
program.
Based upon a comparison of Mr. Goings' 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. Goings' total compensation opportunity at
target is 23 percent less than the predicted market median.
An increase in Mr. Goings' salary was approved by the Committee in August
from $475,000 to $550,000 effective October 1, 1997 to reflect his election as
the Company's Chairman and Chief Executive Officer. The Committee granted a
stock option to Mr. Goings in 1997 to purchase 206,000 shares of the Company's
common stock. One half of such number of options constituted the annual grant
discussed previously. The other one half, or 103,000 options constituted a
one-time special retention stock option grant with an exercise price equal to
110 percent of the fair market value of the stock on the effective date of
grant, and vesting based on performance targets and forfeiture provisions as
discussed above.
In 1996, the Committee approved an annual incentive award, with payment
deferred until 1998, to Mr. Batts, who retired as Chairman and Chief Executive
Officer, September 30, 1997. As noted above, there will be no award payments
under the 1997 annual incentive program. The Committee approved Mr. Batts'
1995-1997 long-term incentive program payment in the amount of $471,000, based
on the same results as discussed previously. Following Mr. Batts' retirement, a
consulting agreement, effective October 1, 1997, was entered into by and between
Tupperware Corporation and Mr. Batts, whereby monthly fees of $12,500 for the
period October 1, 1997 through December 31, 1997 were paid. In addition,
expenses totaling $26,317 were paid to Mr. Batts for post-retirement office and
support services in 1997.
Compensation and Directors Committee
Bob Marbut--Chairperson
Rita Bornstein
Lloyd C. Elam
Clifford J. Grum
11
<PAGE>
PERFORMANCE GRAPH
The following performance graph compares the performance of the Company's
common stock to the Standard & Poor's 500 Stock Index, 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 (the date the Company's
common stock began trading) and that all dividends were reinvested. The Company
is included in all indices.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
CUMULATIVE TOTAL SHAREHOLDER RETURN
<S> <C> <C> <C> <C>
May 20, 1996 through December 27, 1997
Time Period Return
Tupperware S & P 500 S & P 500 Cons Staples S & P 500 Cons Gds
5/20/96 100 100 100
7/1/96 98.83 99.85 100 101.82
12/28/96 126.58 111.51 106.89 109.41
12/27/97 66.49 143.45 138.34 144.51
</TABLE>
<TABLE>
<CAPTION>
S&P 500
S&P 500 CONSUMER
MEASUREMENT PERIOD TUPPERWARE CONSUMER GOODS
(FISCAL YEAR COVERED) CORPORATION S&P 500 STAPLES* COMPOSITE
- ---------------------------------------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
5/20/96....................................... 100.00 100.00 -- 100.00
7/1/96........................................ 98.83 99.85 100.00 101.82
12/28/96...................................... 126.58 111.51 106.89 109.41
12/27/97...................................... 66.49 143.45 138.34 144.51
</TABLE>
*The S & P Consumer Staples Index was compiled by Standard & Poor on 7/1/96. No
data for 5/20/96 was available. The graph assumes that the value of the
investment in the S & P Consumer Staples Index was $100 on 7/1/96.
12
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term compensation,
attributable to all service in the fiscal years 1997, 1996 and 1995, paid to or
deferred by the person who was chief executive officer during the fiscal year
1997 and by those persons who were, at the end of the 1997 fiscal year, (i) the
Chief Executive Officer, and (ii) the other four most highly compensated
executive officers of the Company (the "Named Officers"):
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------------------
AWARDS
------------------------ PAYOUTS
ANNUAL COMPENSATION RESTRICTED SECURITIES ---------
----------------------------------------- STOCK UNDERLYING LTIP
SALARY OTHER ANNUAL AWARD(S) OPTIONS/ PAYOUTS
NAME AND PRINCIPAL POSITION YEAR ($)(1) BONUS ($) COMPENSATION ($) ($)(2) SARS (#)(3) ($)
- ---------------------------- --------- --------- --------- ------------------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Warren L. Batts ............ 1997 609,885(5) -- -- -- -- 471,000(6)
Retired Chairman of the 1996 359,308(5) 1,020,500(6) -- -- 45,000 1,020,500(6)
Board and Chief Executive 1995 750,000 369,525 -- -- 40,563 --
Officer (through September
30, 1997)
E.V. Goings ................ 1997 491,731 -- -- -- 206,000 536,250
Chairman of the Board and 1996 451,923 1,331,750(7) -- 1,050,375(8) 82,000 926,250
Chief Executive Officer 1995 366,346 834,137 -- 459,137 19,064 --
Gaylin L. Olson ............ 1997 214,999 21,771 -- -- 20,000 127,595
Senior Vice President 1996 211,815 105,433 -- 276,375 20,000 186,746
Emerging Markets 1995 203,115 117,993 -- -- 6,287 --
Hans J. Schwenzer(9) ....... 1997 309,542 333,069 -- -- 40,000 218,985
Senior Vice President 1996 339,206 501,228 -- 457,500 39,000 501,228
Tupperware Worldwide 1995 323,425 257,048 -- -- 8,788 --
Christian E. Skroeder(9) ... 1997 294,579 287,807 -- -- 70,000 260,588
President, Tupperware 1996 263,263 429,025 -- 411,750 40,000 429,025
Europe, Africa and Middle 1995 302,986 258,986 -- -- 9,532 --
East
Paul B. Van Sickle ......... 1997 269,692 -- -- -- 50,000 225,000
Executive Vice President 1996 228,077 352,500 -- 320,250 27,000 352,500
1995 199,600 189,143 -- -- 7,301 --
<CAPTION>
ALL OTHER
COMPENSATION
NAME AND PRINCIPAL POSITION ($)(4)
- ---------------------------- -------------
<S> <C>
Warren L. Batts ............ 52,928
Retired Chairman of the 99,570
Board and Chief Executive 153,415
Officer (through September
30, 1997)
E.V. Goings ................ 125,656
Chairman of the Board and 72,260
Chief Executive Officer 59,989
Gaylin L. Olson ............ 26,877
Senior Vice President 27,802
Emerging Markets 32,341
Hans J. Schwenzer(9) ....... --
Senior Vice President --
Tupperware Worldwide --
Christian E. Skroeder(9) ... --
President, Tupperware --
Europe, Africa and Middle --
East
Paul B. Van Sickle ......... 54,036
Executive Vice President 35,669
31,896
</TABLE>
- ------------------------------
(1) Includes amounts held in the Retirement Savings Plan that were deferred
pursuant to Section 401(k) of the Internal Revenue Code (the "Code") and
amounts deferred under the Supplemental Plan (see footnote 4), as well as
Code Section 125 contributions to the Flexible Benefits Plan.
(2) Represents the market value on the date of grant of restricted stock awarded
under the Company's 1996 Incentive Plan. The number, vesting schedule and
value of restricted stock held at the end of the 1997 fiscal year are as
follows:
<TABLE>
<CAPTION>
VESTING SCHEDULE
NUMBER OF ----------------------
NAME DATE OF GRANT SHARES HELD VALUE($) SHARES DATE
- ------------------------------------------------ ------------- ------------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Warren L. Batts................................. -- -- -- -- --
E.V. Goings..................................... 02/28/96 11,810 322,560 11,810 02/28/98
05/31/96 14,000 382,375 14,000 05/31/99
03/05/97 10,885 297,296 10,885 03/05/99
Gaylin L. Olson................................. 05/31/96 6,000 163,875 6,000 05/31/99
Hans J. Schwenzer............................... 05/31/96 10,000 273,125 10,000 05/31/99
Christian Skroeder.............................. 05/31/96 9,000 245,812 9,000 05/31/99
Paul B. Van Sickle.............................. 05/31/96 7,000 191,187 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.
Restricted stock of Premark International, Inc. ("Premark") that was
outstanding prior to the distribution of the Company's equity by Premark to
its shareholders (the "Distribution"), was converted to Tupperware
restricted stock and was adjusted to account for the dilutive effect of the
Distribution.
13
<PAGE>
(3) For 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 1997, this column consists of annual contributions by the Company with
respect to Messrs. Batts, Goings, Olson and Van Sickle to the Retirement
Savings Plan and amounts credited by the Company with respect to Messrs.
Batts, Goings, Olson 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, $11,261 and $41,667; Mr. Goings
$11,292 and $114,364; Mr. Olson $11,892 and $14,985; and Mr. Van Sickle
$11,846 and $42,190, 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 continued to serve as Chairman of the
Board of Premark through September 1997. As consideration for his continued
service to Premark as Chairman, Premark reimbursed Tupperware $179,654 in
1996 and $198,263 in 1997, representing one-third of his salary from
Tupperware, which amounts are not included in the table.
(6) The annual bonus amount for 1996 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 amounts represent
two-thirds of the award at 300 percent of target under the Company's
1994-1996 long-term incentive programs, and a prorated award at 300 percent
of target under the Company's 1995-1997 long-term incentive program.
(7) 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.
(8) Represents a restricted stock grant of 14,000 shares valued at $644,875, and
a restricted stock grant of 10,885 shares valued at $405,500 under Mr.
Goings' 1996 gainsharing award.
(9) The compensation of Messrs. Schwenzer and Skroeder is paid in local
currency, namely German marks and Swiss francs for Mr. Schwenzer, and Swiss
francs for Mr. Skroeder. For purposes of reporting, the local currency has
been translated to United States dollars as of the end of each fiscal year.
The effect of currency translations may cause the appearance of salaries to
be at lower levels than in prior years.
STOCK OPTIONS
The following tables show option grants, exercises and fiscal year-end
values of stock options for the Named Officers under the Company's 1996
Incentive Plan. The Plan permits the grant of stock appreciation rights in
connection with all or any part of an option, but none has been granted. Stock
options for Premark stock held prior to the Distribution were converted to stock
options for Tupperware stock and were adjusted to account for the dilutive
effect of the Distribution.
14
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE ($)(3)
- ------------------------------------------- ----------- ------------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Warren L. Batts -- -- -- -- --
E.V. Goings 103,000 9.44% $ 24.25(1) 11/10/2007 $ 839,450
103,000 9.44 26.70(2) 11/10/2007 760,140
Gaylin L. Olson 10,000 0.92 24.25(1) 11/10/2007 81,500
10,000 0.92 26.70(2) 11/10/2007 73,800
Hans J. Schwenzer 20,000 1.83 24.25(1) 11/10/2007 163,000
20,000 1.83 26.70(2) 11/10/2007 147,600
Christian E. Skroeder 35,000 3.21 24.25(1) 11/10/2007 285,250
35,000 3.21 26.70(2) 11/10/2007 258,300
Paul B. Van Sickle 25,000 2.29 24.25(1) 11/10/2007 203,750
25,000 2.29 26.70(2) 11/10/2007 184,500
</TABLE>
- ------------------------
(1) These options will become exercisable on November 11, 2000. The exercise
price on these stock options is the 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 ten 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 the common stock in cash.
(2) These options are performance options. One-third of the options will become
exercisable upon reaching each of the following target stock prices on the
New York Stock Exchange for 45 out of 60 consecutive trading days: (a)
$32.05; (b) $36.05; and (c) $40.05. Any portion of such stock options which
shall not have become exercisable by November 11, 2002 shall expire
automatically. The exercise price for these stock options is 110 percent of
the fair market value of the Company's common stock on the date of grant
rounded up to the nearest nickel. The term of each option is ten years. In
the event of a Change of Control of the Company, all options will become
immediately exercisable and the optionee will have the right to receive the
difference between the exercise price and the fair market value of the
common stock in cash.
(3) The Black-Scholes option pricing model was used assuming a dividend yield of
2 percent, a risk-free interest rate of 5.8 percent, an expected stock price
volatility based on historical experience of 36 percent, and an expected
option life based on historical experience of five years. In each case, the
historical experience includes the experience of Premark. The attribution of
values with the Black-Scholes model to stock option grants requires adoption
of certain assumptions, as described above. While the assumptions are
believed to be reasonable, the reader is cautioned not to infer a forecast
of earnings or dividends either from the model's use or from the values
adopted for the model's assumptions. Any future values realized will
ultimately depend upon the excess of the stock price over the exercise price
on the date the option is exercised.
15
<PAGE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES ACQUIRED VALUE OPTIONS AT FY-END (#) AT FY-END ($)(2)
ON EXERCISE REALIZED -------------------------- -------------------------
NAME (#)(1) ($)(2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------- ----------------- ------------- ----------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Warren L . Batts.................. -- -- 216,386 85,563 2,303,055 --
E.V. Goings....................... -- -- 181,520 307,064 1,954,064 378,524
Gaylin L. Olson................... -- -- 47,394 46,287 415,946 36,750
Hans J. Schwenzer................. -- -- 42,733 87,788 396,966 73,500
Christian E. Skroeder............. -- -- 29,275 119,532 119,083 128,624
Paul B. Van Sickle................ -- -- 67,952 84,301 848,171 91,874
</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 fiscal year-end.
LONG-TERM INCENTIVE PLAN AWARDS
The following table sets forth the long-term incentive opportunity for the
three-year cycle of 1997 through 1999 under the Company's 1996 Incentive Plan.
Payment of awards, if any, would occur in 2000 based on actual performance for
the three-year period.
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
PERFORMANCE OR OTHER NON-STOCK PRICE-BASED PLANS
PERIOD UNTIL ---------------------------------------
NAME MATURATION OR PAYOUT THRESHOLD TARGET MAXIMUM
- -------------------------------------------------------- -------------------- --------------- ---------- ----------
<S> <C> <C> <C> <C>
Warren L. Batts(1)...................................... 3 years $ 0 $ 65,417 $ 196,251
E. V. Goings............................................ 3 years 0 178,750 536,250
Gaylin L. Olson......................................... 3 years 0 53,750 161,250
Hans J. Schwenzer....................................... 3 years 0 72,462 217,386
Christian E. Skroeder................................... 3 years 0 88,439 265,317
Paul B. Van Sickle...................................... 3 years 0 75,000 225,000
</TABLE>
- ------------------------
(1) Mr. Batts will participate in the 1997-1999 long-term incentive program on a
prorated basis for the nine-month period of 1997 extending through September
30, 1997, the date of his retirement.
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 Stern Stewart's "Economic Value Added" performance
model, 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. Goings, Olson and Van Sickle (the "U.S. named officers"),
participate in the Tupperware Corporation Base Retirement Plan (the "Base Plan")
at one percent 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
16
<PAGE>
are: Mr. Goings, 5.08; Mr. Olson, 17.00; and Mr. Van Sickle, 24.08. 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. Goings, $221,591; Mr. Olson, $70,956; and Mr. Van Sickle,
$84,579. 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. Batts retired from Tupperware Corporation effective September 30, 1997,
and elected a lump sum payment, under the Company's Base Retirement Plan and
Supplemental Plan. He received $689,634 from the Base Retirement Plan and
$1,581,453 from the Supplemental Plan. IRS rules require that Mr. Batts, as one
of the highest paid employees, provide security to the Base Retirement Plan to
secure repayment of the lump sum amount paid under the Plan in the unlikely
event that the Plan is terminated without sufficient assets. Mr. Batts provided
such security in the form of a letter of credit.
Mr. Skroeder participates in the Premiere Products, Inc. Pension Plan (the
"TEAM pension plan") at 1.75 percent 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
9.83 years credited service under the TEAM pension plan. Benefits are computed
on a straight-life annuity basis and are subject to integration with Swiss
social security through an offset with covered compensation. The estimated
annual benefits payable upon retirement at normal retirement age for Mr.
Skroeder is Sfr 331,983. The estimate takes into account participation in the
TEAM and Swiss pension plans and any predecessor plan formulas.
Mr. Schwenzer currently participates in the Tupperware Deutschland GmbH
Pension Plan (the "German pension plan") at 0.5 percent of final five year
average pay up to the social security ceiling, plus 1.67 percent 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 not include any overtime,
commissions and occasional premiums. Mr. Schwenzer has 33 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 476,316. 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
- ----------- ---------- ---------- ---------- ---------- ----------
<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>
17
<PAGE>
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.
CHANGE-OF-CONTROL ARRANGEMENTS AND EMPLOYMENT CONTRACTS
The Company has 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 percent 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
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 the
sum of his or her base salary and the greater of the highest incentive awards
for the most recently completed fiscal year or the average of the last three
years' incentive awards; 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.
The company has an employment agreement with Mr. Schwenzer pursuant to which
Mr. Schwenzer will be the Managing Director of Tupperware Germany. 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.
18
<PAGE>
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 26, 1998, 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 1997.
Services performed by Price Waterhouse LLP as independent auditors for the
1997 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
1999 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 26, 1998.
19
<PAGE>
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.
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
[SIGNATURE]
Thomas M. Roehlk
Senior Vice President,
General Counsel and Secretary
Dated: March 27, 1998
Your Vote Is Important. Please Complete and Sign the Enclosed Proxy.
Return It Promptly in the Accompanying Postage Paid Envelope.
20
<PAGE>
TUPPERWARE CORPORATION
ANNUAL MEETING
Tupperware Corporation
14901 S. ORANGE BLOSSOM TRAIL
Orlando, FL 32837
MAY 8, 1998
TUPPERWARE CORPORATION
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 adjournment
thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES IN ITEM 1 AND
"FOR" ITEM 2
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
ITEM 1. THE ELECTION OF DIRECTORS
Nominees: Rita Bornstein, E. V. Goings, Betsy D. Holden,
Robert M. Price and Joyce M. Roche
/ / FOR all nominees / / WITHHOLD for all
WITHHOLDING FOR (Write that nominee's name in the space to the right):
ITEM 2. THE PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS
/ / FOR / / AGAINST / / ABSTAIN
COMMENTS/ADDRESS CHANGE / /
Please mark this box if you have written comments/address change on reverse
side.
I PLAN TO ATTEND MEETING. / /
If you check this box to the right an admission ticket will be sent to you.
Date: ________________________________, 1998
_____________________________________________
Signature(s) in Box
Receipt is hereby acknowledged of the notice of meeting and proxy statement
dated March 27, 1998 and the 1997 annual report to shareholders of Tupperware
Corporation.
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.
<PAGE>
TUPPERWARE CORPORATION
14901 S. ORANGE BLOSSOM TRAIL, ORLANDO, FL 32837
PROXY FOR 1998 ANNUAL MEETING OF SHAREHOLDERS
MAY 8, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints E. V. Goings, Thomas M. Roehlk and Paul B. Van
Sickle, 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 8, 1998, 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.
----------------
SEE REVERSE SIDE
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