<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 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:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
<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 Tuesday, May 11, 1999, at the Hyatt
Regency Hotel, Orlando International Airport, Orlando, Florida. The meeting will
begin at 1:00 p.m.
The notice of meeting and proxy statement following this letter describe the
business expected to be transacted at the meeting. During the meeting we will
also report on the current activities of the Company, and you will have an
opportunity to ask questions. Whether or not you plan to attend this meeting, we
urge you to sign the enclosed proxy card and return it, or to vote
telephonically or electronically, as soon as possible so that your shares will
be represented.
Dr. Ruth M. Davis and Dr. Lloyd C. Elam will retire at this annual meeting.
It has been a privilege to serve with these distinguished directors on the
Tupperware Board. We appreciate their dedication-- Dr. Davis for her
participation as a member of the Audit and Corporate Responsibility Committee
and Dr. Elam for his participation on the Compensation and Directors Committee.
We thank them for their service and wish them the very best.
Sincerely,
[SIGNATURE]
Rick Goings
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
March 27, 1999
<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 1999 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 Tuesday, May 11, 1999, at 1:00 p.m. to
consider and vote upon:
1. The election of three directors for the term expiring at the 2002 annual
meeting of shareholders;
2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as
independent auditors for the fiscal year ending December 25, 1999; 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 or vote your shares telephonically or
electronically, as is contemplated by the voting materials. 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 or indicate your intention to attend
as instructed by the telephonic and electronic voting instructions. 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, 1999
<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 11, 1999 and at any adjournment thereof. This proxy statement and
the accompanying form of proxy are being mailed to shareholders on or about
March 27, 1999.
VOTING AT THE MEETING
The Board of Directors (the "Board") has fixed the close of business on
March 12, 1999, as the record date for determining shareholders entitled to vote
at the meeting. On that date there were outstanding 57,615,242 shares of the
Company's common stock, each of which will be entitled to one vote. A majority
of the shares entitled to vote at the meeting will constitute a quorum for the
transaction of business.
Shares will be voted in accordance with the instructions indicated in a
properly executed proxy. If no instructions are indicated, such shares will be
voted as recommended by the Board. A shareholder who has given a proxy may
revoke it by voting in person at the meeting, or by giving written notice of
revocation or a later-dated proxy to the Secretary of the Company at any time
before the closing of the polls at the meeting. The Company has appointed an
officer of Norwest Bank Minnesota, N.A., transfer agent for the Company, as the
independent inspector to act at the meeting.
The Company's By-laws require the affirmative vote of a plurality of the
votes cast at the meeting for the election of directors, and the affirmative
vote of a majority of the votes cast at the meeting for the approval of the
independent auditors. Broker non-votes 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. All of the nominees are currently directors of the Company.
Three directors have been nominated by the Board for election at this meeting
for the term expiring in 2002. They are Clifford J. Grum, Betsy D. Holden and
Angel R. Martinez.
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.
NOMINEES FOR ELECTION AS DIRECTORS FOR THE TERM EXPIRING IN 2002:
<TABLE>
<S> <C>
CLIFFORD J. GRUM, Chairman of the Board and Chief Executive Officer of Temple-
Inland, Inc., a holding company with operations in corrugated packaging,
bleached paperboard, building products and financial services. Mr. Grum serves
as a director of Cooper Industries, Inc., Temple-Inland, Inc. and Trinity
Industries, Inc. Term expires 1999. Age 64. First elected: 1996
BETSY D. HOLDEN, Executive Vice President of Kraft Foods, Inc., a unit of Philip
Morris Companies Inc., with responsibility for operations, research and
development and marketing services, since December 1998. Prior thereto, she
served as Executive Vice President of Kraft Foods, Inc. and President of the
Kraft Cheese Division since 1995, after serving as President of Kraft's Pizza
Division. Term expires 1999. Age 43. First elected: 1998
ANGEL R. MARTINEZ, Chief Marketing Officer of Reebok International Ltd. since
October 1998, with responsibility for development and coordination of marketing,
communication and design strategies, after serving as President and Chief
Executive Officer of The Rockport Company, a subsidiary of Reebok, since 1994.
Prior thereto he served in a variety of executive positions at Reebok. Term
expires 1999. Age 43. First elected: 1998
DIRECTORS CONTINUING IN OFFICE:
RITA BORNSTEIN, PH.D., President of Rollins College, an independent comprehensive
liberal arts college. Term expires 2001. Age 63. First elected: 1997
E. V. GOINGS, Chairman and Chief Executive Officer since October 1997, after
serving as President and Chief Operating Officer of the Company since 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. Term expires 2001. Age 53. First
elected: 1996
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 2000. Age 58.
First elected: 1996
BOB MARBUT, Chairman and Co-Chief Executive Officer of Hearst-Argyle Television,
Inc., a NYSE-listed television station group, since August 1997. Previously he
was Chairman and Chief Executive Officer of Argyle Television, Inc. (1994-1997),
Chairman and Chief Executive Officer of Argyle Television Holdings, Inc.
(1993-1995) 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. and Ultramar Diamond
Shamrock, Inc. Term expires 2000. Age 63. First elected: 1996
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
DAVID R. PARKER, Vice Chairman of AmeriServe, a food-service distribution company,
since May 1998, after serving as Chairman of ProSource, Inc. since July 1992.
Mr. Parker serves as a director of Applied Graphics Technologies, Inc. and
Premark International, Inc. Term expires 2000. Age 55. First elected: 1997
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 Fourth Shift Corporation, International Multifoods
Corporation, Public Service Company of New Mexico and Affinity Technology Group,
Inc. Term expires 2001. Age 68. First elected: 1996
JOYCE M. ROCHE, formerly 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 SBC Communications, Inc. and Anheuser-Busch
Companies. Term expires 2001. Age 51. First elected: 1998
DIRECTORS RETIRING AT THE ANNUAL MEETING:
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 and Varian Associates. Age 70. First
elected: 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.
Age 70. First elected: 1996
</TABLE>
BOARD COMMITTEES
The Audit and Corporate Responsibility Committee, which held four meetings
in 1998, 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 the adequacy of internal
control systems 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 five meetings in 1998,
identifies, reviews qualifications of and recommends to the Board, candidates
for election as directors of the Company, and also acts on other matters
pertaining to Board membership. The Committee will consider recommendations of
shareholders as to candidates for Board membership. Any shareholder who desires
to propose a candidate for Board membership should send to the attention of the
Secretary of the Company a letter of recommendation containing the name and
address of the proposing shareholder and the proposed candidate, a written
consent of the proposed candidate and complete business, professional and
educational background of the proposed candidate. The Compensation and Directors
Committee also evaluates the performance of and makes compensation
recommendations for senior management, including the
5
<PAGE>
Chief Executive Officer. It also directs the administration of and makes various
determinations under the management incentive plans and 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, Ms. Holden and Messrs. Grum and Martinez.
The Executive Committee, which did not meet in 1998, 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 nine committee meetings held in 1998. 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.
6
<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, by each of the executive
officers named in the Summary Compensation Table and by all directors and all
executive officers of the Company as a group on March 12, 1999, unless otherwise
indicated in the footnotes. Each of the following persons and members of the
group had sole voting and investment power with respect to the shares shown
unless otherwise indicated. No director or officer owns more than 1 percent of
the Company's common stock, except Mr. Goings, who owns 1.16 percent. Directors
and officers as a group own 2.77 percent.
<TABLE>
<CAPTION>
SHARED
OWNERSHIP OR SHARES THAT MAY TOTAL
HELD BY OR BE ACQUIRED RETIREMENT SHARES
SOLE FOR FAMILY WITHIN 60 DAYS RESTRICTED SAVINGS BENEFICIALLY
NAME OWNERSHIP MEMBERS OF MARCH 12(1) STOCK(2) PLAN-401(K) OWNED
- ----------------------------- ----------- ------------- --------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Rita Bornstein............... 2,200 -- 4,000 -- -- 6,200
Ruth M. Davis................ 3,640 -- 1,352 -- -- 4,992
Lloyd C. Elam................ 9,143 1,384 2,309 -- -- 12,836
E. V. Goings................. 52,758 400,000(3) 200,584 17,000 244 670,586
Clifford J. Grum............. 4,124 8,000 21,226 -- -- 33,350
Betsy D. Holden.............. -- 1,200 750 -- -- 1,950
Joe R. Lee................... 6,500 -- 5,000 -- -- 11,500
Bob Marbut................... 21,470 -- 10,409 -- -- 31,879
Angel R. Martinez............ 1,000 -- -- -- -- 1,000
Gaylin L. Olson.............. 3,000 -- 53,681 6,000 18,857 81,538
David R. Parker.............. 9,000 -- 4,000 -- -- 13,000
Robert M. Price.............. 6,000 -- 13,113 -- -- 19,113
Joyce M. Roche............... 1,891 -- 77 -- -- 1,968
William E. Spears............ 330 3,000 -- -- 869 4,199
Christian E. Skroder......... 11,300 -- 38,807 9,000 -- 59,107
Robert W. Williams........... 1,000 -- 25,756 6,000 274 33,030
----------- ------------- ------- ----------- ------------- -----------
Subtotal................... 133,356 413,584 381,064 38,000 20,244 986,248
----------- ------------- ------- ----------- ------------- -----------
----------- ------------- ------- ----------- ------------- -----------
All directors and executive
officers as a group (31)
(including the named
individuals above).......... 218,665 444,340 683,948 99,000 150,101 1,596,054
----------- ------------- ------- ----------- ------------- -----------
----------- ------------- ------- ----------- ------------- -----------
</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.
(3) 400,000 shares were purchased with the proceeds of a loan to Mr. Goings from
the Company as described below under the caption "Indebtedness of
Management."
7
<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 PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ------------------------------------------------------ -------------------- ---------------
<S> <C> <C>
FMR Corporation ...................................... 5,878,909(1) 10.2%
82 Devonshire Street
Boston, MA 02109-3614
Trimark Financial Corporation ........................ 5,620,300(2) 9.7%
One First Canadian Place, Suite 5600
Toronto, Ontario M5X 1E5 Canada
T. Rowe Price Associates, Inc. ....................... 4,395,562(3) 7.6%
100 E. Pratt Street
Baltimore, MD 21202
Morgan Stanley Dean Witter & Co. ..................... 3,365,139(4) 5.8%
1585 Broadway
New York, NY 10036-8200
Barclays Bank PLC .................................... 2,938,310(5) 5.1%
54 Lombard Street
London, England EC3P 3AH
</TABLE>
- ------------------------
(1) As of March 10, 1999, FMR Corporation indirectly held 5,878,909 shares of
Tupperware Corporation common stock, with sole voting power with respect to
179,209 of such shares and sole dispositive power with respect to 5,878,909
of such shares. Fidelity Management & Research Company, an investment
adviser, and Fidelity Management Trust Company, a bank, both wholly-owned
subsidiaries of FMR Corporation, beneficially own 5,389,400 shares and
489,509 shares, respectively.
(2) Trimark Financial Corporation, a Canadian corporation, through its
subsidiary Trimark Investment Management Inc., is the trustee, manager,
investment counsel, and portfolio manager of a family of Canadian mutual
funds. As of December 31, 1998, the following mutual funds held in the
aggregate 5,620,300 shares of Tupperware Corporation common stock: Trimark
Select Balanced Fund, Trimark Canadian 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.
(3) As of February 9, 1999, T. Rowe Price Associates, Inc. held 4,395,562 shares
of Tupperware Corporation common stock, with sole voting power with respect
to 571,083 of such shares and sole dispositive power for all 4,395,562 of
such shares. The shares are owned by various individual and institutional
investors which T. Rowe Price Associates, Inc. ("Price") serves as an
investment adviser 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.
(4) As of December 31, 1998, Morgan Stanley Dean Witter & Co. and one of its
affiliated companies, both investment advisers, held 3,365,139 shares of
Tupperware Corporation common stock, with shared voting power with respect
to 3,273,339 of such shares and shared dispositive power with respect to
3,365,139 of such shares. Of such shares, 3,094,020 shares are held by
Morgan Stanley Dean Witter Investment Management Limited, a company
organized under the laws of the United Kingdom.
8
<PAGE>
(5) As of December 31, 1998, Barclays Bank PLC, together with its subsidiary
bank companies Barclays Funds Limited, Barclays Global Investors, LTD.,
Barclays Global Investors, N.A. and Barclays Global Fund Advisors, held
2,938,310 shares of Tupperware Corporation common stock, with sole voting
power with respect to 2,785,764 of such shares and sole investment power
with respect to 2,938,310 of such shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
For the period January 1, 1998 to December 31, 1998, 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 Mr.
Robert M. Price, a director of the Company, inadvertently was late in filing a
Form 4 regarding one acquisition of 2,000 shares, and Ms. Carol A. Kiryluk, a
former officer of the Company, inadvertently was late in filing a Form 5
regarding three small acquisitions for a total of 113 shares.
INDEBTEDNESS OF MANAGEMENT
E. V. Goings, the Company's Chairman and Chief Executive Officer, was
indebted to the Company at the end of 1998 in the amount of $7.65 million. The
Company loaned this amount to Mr. Goings to enable him to purchase 400,000
shares of the common stock of the Company. The shares were purchased in 1998 and
are pledged to secure the repayment of the loan, which is non-interest bearing
and non-recourse to Mr. Goings. The loan may not be prepaid prior to the fourth
anniversary of the date of the loan, after which Mr. Goings may repay the loan
in whole or in part and receive a pro rata release of the shares which secure
the loan. Ten percent of any annual bonus awards payable to Mr. Goings, however,
will be used to reduce the balance of the loan. The loan matures on November 12,
2006. The purpose of the transaction was to enable Mr. Goings to increase
substantially his ownership in the common stock of the Company and to serve as
an incentive for performance which will increase shareholder value.
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 cash incentive compensation, and
equity 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
9
<PAGE>
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 and stock options.
- Emphasizes long-term compensation such as stock options.
- 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 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. Under general compensation policy, the CEO receives salary increase
consideration at approximately 15-18 month intervals. 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.
Effective January 1999, salary increase considerations have been deferred
for two years for the CEO and the other Named Officers. This deferral of salary
increases was determined as a result of refocusing total compensation on equity
in the form of stock options discussed in Long-Term Incentives below.
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 and are 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.
10
<PAGE>
Financial objectives are subject to review and approval by the Committee at
the beginning of each year. For 1998, the financial measure for executive level
incentives was net income after-tax.
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. The Committee's
discretion is limited to reducing or withholding awards.
LONG-TERM INCENTIVES
Beginning with the January 1999 program cycle, the Company has discontinued
its long-term cash incentive program in its effort to refocus long-term rewards
in the form of equity versus cash. The 1997-1999 and 1998-2000 program cycles
will continue until completion of the respective performance periods.
Participants in these program cycles 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 was established as a
percentage of salary, and was based on job level, impact on results, and the
competitive data referred to previously. For the 1997-1999 three-year program,
the CEO's and the other Named Officers' targets were established at 50 percent
of the 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 two remaining program cycles,
Stern Stewart's "Economic Value Added" is the financial measure for
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 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. 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 other 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 generally 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, as well as each individual grant to the CEO and the
other Named Officers, generally contain option exercise prices at the fair
market value on the date of grant. In 1997, the CEO and other Named Officers, as
well as other key executives, received options with exercise prices at 110
percent of the fair market value on the date of grant. The grants are based on
competitive norms derived from the survey data referred to previously, and are
subject to Committee
11
<PAGE>
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 1998 grants for the executive officers as a group
approximates the median of the competitive norms. However, in its effort to
focus executives on the longer term and to enhance ownership and alignment more
with shareholders' interests, the Company has eliminated its long-term cash
incentive program and deferred salary increases for the CEO and the other Named
Officers. As a result, the size of the annual 1998 grants for 33 key executives
was increased 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.
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 1998 in
conjunction with a modest salary increase relative to competitive norms.
CORPORATE PERFORMANCE & CEO PAY
Performance in 1998 did not meet management's original expectations. Net
income was $69.1 million. This represented a 39 percent decrease from 1997 net
income of $113.3 million, excluding the $31.3 million impact of a fourth quarter
1997 charge.
An increase in Mr. Goings' salary was approved by the Committee in August
from $550,000 to $578,000 effective October 1, 1998. The Committee granted a
stock option to Mr. Goings in 1998 to purchase 200,000 shares of the Company's
common stock under the terms and conditions of the annual grant discussed
previously. As an incentive for Mr. Goings to create shareholder value, the
Company extended a loan to Mr. Goings to enable him to purchase 400,000 shares
of common stock as described under the caption Indebtedness of Management. A
portion of any cash bonuses which Mr. Goings might receive will be required to
be used to pre-pay this indebtedness.
As a result of company performance in 1998, there will be no payout to Mr.
Goings under the annual incentive program. In addition, due to performance in
1997 and 1998, there will be no payout to Mr. Goings under the 1996-1998
long-term incentive program.
Based upon a comparison of Mr. Goings' total compensation package (salary
and annual incentive 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 3 percent
lower than the predicted market median.
Compensation and Directors Committee
Bob Marbut--Chairperson
Rita Bornstein
Lloyd C. Elam
Clifford J. Grum
Betsy D. Holden
Angel R. Martinez
12
<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 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 26, 1998
Time Period Return
Tupperware S & P 500 S & P 500 Cons Staples* S & P 500 Cons Gds**
5/20/1996 $100.00 $100.00 $100.00
7/1/1996 $98.83 $99.85 $100.00 $101.82
12/28/1996 $126.58 $111.51 $106.89 $109.41
12/27/1997 $66.49 $143.45 $138.34 $144.51
12/26/1998 $40.49 $190.70 $176.16
</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
12/26/98.................................... 40.49 190.70 176.16 --
</TABLE>
* The S & P Consumer Staples Index was compiled by Standard & Poor on 7/1/96.
No data for previous periods is available. The graph assumes that the value
of the investment in the S & P Consumer Staples Index was $100 on 7/1/96.
** The Company discontinued using the S&P 500 Consumer Goods Composite Index
due to the discontinuation by Standard & Poor Corporation in 1997.
13
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term compensation,
attributable to all service in the fiscal years 1998, 1997 and 1996, paid to or
deferred by those persons who were, at the end of the 1998 fiscal year, (i) the
Chief Executive Officer, and (ii) the other four most highly compensated
executive officers of the Company (the "Named Officers"):
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------------------
AWARDS
ANNUAL COMPENSATION ------------------------ PAYOUTS
------------------------------------- RESTRICTED SECURITIES ---------
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL SALARY COMPENSATION AWARD(S) OPTIONS/ PAYOUTS COMPENSATION
POSITION YEAR ($)(1) BONUS ($) ($) ($)(2) SARS (#) ($) ($)(3)
- -------------------------- --------- --------- --------- --------------- ----------- ----------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
E.V. Goings .............. 1998 556,139 -- 74,523(4) 36,750 200,000 -- 48,001
Chairman of the Board and 1997 491,731 -- -- 405,466 206,000 536,250 125,656
Chief Executive Officer 1996 451,923 1,331,750(5) -- 1,050,375(6) 82,000 926,250 72,260
Gaylin L. Olson .......... 1998 219,846 111,554 -- -- 60,000 -- 19,694
President, Tupperware 1997 214,999 24,412 -- -- 20,000 127,595 26,877
Latin America 1996 211,815 105,433 -- 276,375 20,000 186,746 27,802
Christian E. 1998 346,353 -- -- -- 100,000 292,714 --
Skroder(7) ............... 1997 294,579 287,807 -- -- 70,000 260,588 --
Group President, 1996 263,263 429,025 -- 411,750 40,000 429,025 --
Tupperware Europe, Africa
and Middle East
William E. Spears(8) ..... 1998 220,769 188,331 -- -- 60,000 -- 17,817
President, Tupperware 1997 177,788 -- -- -- 50,000 -- 56,449(9)
North America 1996 -- -- -- -- -- -- --
Robert W. Williams ....... 1998 217,692 148,261 -- -- 60,000 -- 475,917(10)
President, Tupperware Asia 1997 210,192 -- -- -- 40,000 156,413 392,674
Pacific 1996 199,231 156,671 -- 276,375 20,000 -- 364,779
</TABLE>
- ------------------------------
(1) Includes amounts held in the Retirement Savings Plan that were deferred
pursuant to Section 401(k) of the Internal Revenue Code (the "Code") and
amounts deferred under the Supplemental Plan (see footnote 3), as well as
Code Section 125 contributions to the Flexible Benefits Plan.
(2) Represents the market value on the date of grant of restricted stock awarded
under the Company's 1996 Incentive Plan. The number, vesting schedule and
value of restricted stock held at the end of the 1998 fiscal year are as
follows:
<TABLE>
<CAPTION>
VESTING SCHEDULE
NUMBER OF ----------------------
NAME DATE OF GRANT SHARES HELD VALUE($) SHARES DATE
- ------------------------------------------------ ------------- ------------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
E.V. Goings..................................... 05/31/96 14,000 224,000 14,000 05/31/99
03/05/97 10,885 174,500 10,885 03/05/99
10/01/98 3,000 48,000 1,500 10/01/99
1,500 10/01/00
Gaylin L. Olson................................. 05/31/96 6,000 96,000 6,000 05/31/99
Christian E. Skroder............................ 05/31/96 9,000 144,000 9,000 05/31/99
William E. Spears............................... -- -- -- -- --
Robert W. Williams.............................. 05/31/96 6,000 96,000 6,000 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 non-forfeitable. Holders
of restricted stock receive the same dividends as other common stockholders.
(3) For 1998, this column consists of annual contributions by the Company with
respect to Messrs. Goings, Olson, Spears and Williams to the Retirement
Savings Plan and amounts credited by the Company with respect to Messrs.
Goings, Olson, Spears and Williams 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. Goings, $11,356 and $36,645; Mr. Olson,
$11,317 and $8,377; Mr. Spears, $11,315 and $6,502; and Mr. Williams,
$11,308 and $6,233, respectively.
14
<PAGE>
(4) Represents the amount, grossed-up for taxes, of the purchase cost exceeding
$7.65 million and the brokerage fees for the shares purchased by Mr. Goings
for purposes of the loan transaction described above under the caption
"Indebtedness of Management." The amount also includes imputed income for
deemed interest which Mr. Goings is not obligated to pay, due to the non-
interest bearing nature of the loan.
(5) 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 vested two years after the
date of grant. Dividends were paid on such shares. The value of such shares
is reflected in the restricted stock column.
(6) 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.
(7) The compensation of Mr. Skroder is paid in local currency, namely Swiss
francs. For purposes of reporting, the local currency has been translated to
United States dollars as of the end of each fiscal year.
(8) Mr. Spears joined the Company on February 24, 1997.
(9) Includes a $50,000 sign-on bonus.
(10) Includes $354,125 for housing allowance and goods and services allowance
and $104,251 for tax equalization payment, all in connection with Mr.
Williams' employment outside the United States.
STOCK OPTIONS
The following tables show option grants, exercises and fiscal year-end
values of stock options for the Named Officers under the Company's 1996
Incentive Plan. The Plan permits the grant of stock appreciation rights in
connection with all or any part of an option, but none has been granted.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE ($)(1)
- ------------------------------------------- ----------- ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
E.V. Goings................................ 200,000 10.22% 19.20(2) 11/11/2008 1,220,000
Gaylin L. Olson............................ 60,000 3.07% 19.20(2) 11/11/2008 366,000
Christian E. Skroder....................... 100,000 5.11% 19.20(2) 11/11/2008 610,000
William E. Spears.......................... 60,000 3.07% 19.20(2) 11/11/2008 366,000
Robert W. Williams......................... 60,000 3.07% 19.20(2) 11/11/2008 366,000
</TABLE>
- ------------------------
(1) The Black-Scholes option pricing model was used assuming a dividend yield of
3.5 percent, a risk-free interest rate of 4.5 percent, an expected stock
price volatility based on historical experience of 40 percent, and an
expected option life based on historical experience of five years. The
attribution of values with the Black-Scholes model to stock option grants
requires adoption of certain assumptions, as described above. While the
assumptions are believed to be reasonable, the reader is cautioned not to
infer a forecast of earnings or dividends either from the model's use or
from the values adopted for the model's assumptions. Any future values
realized will ultimately depend upon the excess of the stock price over the
exercise price on the date the option is exercised.
(2) These options will become exercisable in annual 25% increments commencing on
November 13, 2000. The exercise price on these stock options is the average
of the high and low price of the Company's common stock on the date of grant
rounded up to the nearest nickel. The term of each option is 10 years. In
the event of a Change of Control of the Company, all options will become
immediately exercisable and the optionee will have the right to receive the
difference between the exercise price and the fair market value of the
common stock in cash.
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>
E. V. Goings...................... -- -- 200,584 488,000 429,552 0
Gaylin L. Olson................... -- -- 53,681 100,000 141,361 0
Christian E. Skroder.............. -- -- 38,807 210,000 27,547 0
William E. Spears................. -- -- 0 110,000 0 0
Robert W. Williams................ -- -- 25,756 19,700 0 0
</TABLE>
- ------------------------
(1) Upon the exercise of an option, the optionee must pay the exercise price in
cash or stock.
(2) Represents the difference between the fair market value of the common stock
underlying the option and the exercise price at exercise, or fiscal
year-end, respectively.
LONG-TERM INCENTIVE PLAN AWARDS
The following table sets forth the long-term incentive opportunity for the
three-year cycle of 1998 through 2000 under the Company's 1996 Incentive Plan.
Payment of awards, if any, would occur in 2001 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>
E. V. Goings............................................ 3 years 0 $ 187,850 $ 563,550
Gaylin L. Olson......................................... 3 years 0 $ 55,000 $ 165,000
Christian E. Skroder.................................... 3 years 0 $ 92,925 $ 278,775
William E. Spears....................................... 3 years 0 $ 56,250 $ 168,750
Robert W. Williams...................................... 3 years 0 $ 53,750 $ 161,250
</TABLE>
The Named Officers participate in a three-year Long-Term Program under the
Company's 1996 Incentive Plan. The program provides for an incentive opportunity
based on meeting or exceeding financial measures established by the Compensation
and Directors Committee of the Company's Board of Directors. Performance
measurements are based on 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, Spears and Williams (the "U.S. Named Officers")
participate in the Tupperware Corporation Base Retirement Plan (the "Base Plan")
at 1 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 are: Mr. Goings, 6.08; Mr. Olson, 18.00; Mr. Spears,
1.83; and Mr. Williams, 5.42. 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, $110,992;
Mr. Olson, $61,117; Mr. Spears, $29,742; and Mr. Williams, $34,407. The
estimates take into account participation in the Base
16
<PAGE>
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. Skroder participates in the Tupperware Holdings B.V. 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. Skroder has
10.83 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. Skroder
are SF 371,714. The estimate takes into account participation in the TEAM and
Swiss pension plans and any predecessor plan formulas.
COMPENSATION OF DIRECTORS
Non-employee directors of the Company receive (i) an annual retainer fee of
$26,000, (ii) an additional retainer fee for serving on Board committees (other
than the Executive Committee) of $4,000 per year, in the case of the committee
chairperson, and $2,000 per year, in the case of the other members, and (iii) a
fee of $1,500 for each meeting of the Board and for each meeting of any Board
committee attended.
Such directors may elect to defer payment of all or part of the retainer and
attendance fees, in which event interest would be credited at the prime rate.
Under the Company's Director Stock Plan, non-employee directors may elect to
receive their annual retainers in cash or in shares of Tupperware Common Stock,
or they may elect to forego the retainer in exchange for a reduced price on
stock options. The Director Stock Plan also provides that a grant of 1,000
shares of Tupperware Common Stock is made to each new non-employee director
after three months of service on the Tupperware Board.
Non-employee directors may also participate in the Company's Matching Gifts
Program. Under the Program, the Company will match dollar for dollar a
director's charitable gifts to the United Way and higher education up to $3,500
per year.
CHANGE OF CONTROL ARRANGEMENTS AND EMPLOYMENT CONTRACTS
The Company entered into a change of control employment agreement
(collectively, the "Change of Control Agreements") with each of its executive
officers including the CEO and the Named Officers. The purpose of these
agreements is to assure stockholders that the business of the Company will
continue with a minimum amount of disruption in the event of a change of control
of the Company. Under the terms of the Change of Control Agreements, a change of
control is defined as the acquisition of 20 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
17
<PAGE>
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.
2. PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS
Upon the recommendation of its Audit and Corporate Responsibility Committee,
the Board has appointed PricewaterhouseCoopers LLP as independent auditors of
the Company for the fiscal year ending December 25, 1999, which appointment will
be proposed for ratification at the annual meeting. PricewaterhouseCoopers LLP
served as independent auditors of the Company for the fiscal year 1998.
Services performed by PricewaterhouseCoopers LLP as independent auditors for
the 1998 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 PricewaterhouseCoopers 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 PRICEWATERHOUSECOOPERS 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 by the date prior to the Company's 2000 annual meeting as
indicated below. 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
2000 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, 1999. Any shareholder who desires to
submit a proposal to be raised from the floor during the Company's 2000 annual
meeting of shareholders without
18
<PAGE>
being included in the Company's proxy soliciting material should send to the
Secretary of the Company a signed notice of intent, including the text of the
proposal, to be received no later than March 2, 2000 and no earlier than
February 11, 2000.
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, 1999
Your Vote Is Important. Please Complete and Sign the Enclosed Proxy or
Vote Telephonically or Electronically in Accordance with the Enclosed
Instructions.
If You are Voting by Mail, Complete and Sign the Enclosed Proxy
and Return It Promptly in the Accompanying Postpaid Envelope.
19
<PAGE>
THERE ARE THREE WAYS TO VOTE YOUR PROXY
YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES COMPANY #
TO VOTE YOUR SHARES IN THE SAME MANNER AS IF YOU MARKED, CONTROL #
SIGNED AND RETURNED YOUR PROXY CARD.
VOTE BY PHONE--TOLL FREE--1-800-240-6326--QUICK***EASY***IMMEDIATE
- - Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a
week.
- - You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which is located above.
- - Follow the simple instructions the Voice provides you.
VOTE BY INTERNET--http://www.eproxy.com/tup/--QUICK***EASY***IMMEDIATE
- - Use the Internet to vote your proxy 24 hours a day, 7 days a week.
- - You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which is located above to obtain your records and create an
electronic ballot.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we've provided or return it to Tupperware Corporation, c/o
Shareowner Services, P.O. Box 64873, St. Paul, MN 55164-0873.
IF YOU VOTE BY PHONE OR INTERNET, PLEASE DO NOT MAIL YOUR PROXY CARD
PLEASE DETACH HERE
- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. Election of 01 Clifford J. Grum / / Vote FOR / / Vote WITHHELD
directors: 02 Betsy D. Holden all nominees from all nominees
03 Angel R. Martinez
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDICATED NOMINEE, WRITE THE NUMBER(S) OF THE
NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)
2. The Proposal To Ratify The Appointment / / For / / Against / / Abstain
of Independent Auditors.
I PLAN TO ATTEND THIS MEETING. / /
If you check this box an admission ticket will be sent to you.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.
Address Change? Mark Box / /
Indicated changes below:
Signature(s) in Box
Please sign exactly as your name(s) appear on Proxy. If held in joint
tenancy, all persons must sign. Trustees, administrators etc., should include
title and authority. Corporations should provide full name of corporation and
title of authorized officer signing the proxy.
<PAGE>
- -------------------------------------------------------------------------------
TUPPERWARE CORPORATION
14901 S. ORANGE BLOSSOM TRAIL
ORLANDO, FLORIDA 32837 PROXY
_______________________________________________________________________________
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL
MEETING ON MAY 11, 1999.
The shares of stock you hold in your account will be voted as you specify
below.
IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2.
By signing the proxy, you revoke all prior proxies and appoint E.V. Goings,
Thomas M. Roehlk and Paul B. Van Sickle, and each of them, with full power of
substitution, to vote your shares on the matters shown on the reverse side
and any other matters which may come before the Annual Meeting and all
adjournments.
SEE REVERSE FOR VOTING INSTRUCTIONS
<PAGE>
PLEASE DETACH HERE
- -------------------------------------------------------------------------------
VOTING INSTRUCTION CARD
TUPPERWARE CORPORATION
14901 S. ORANGE BLOSSOM TRAIL, ORLANDO, FL 32837
VOTING INSTRUCTIONS TO TRUSTEE FOR 1999 ANNUAL MEETING OF SHAREHOLDERS
MAY 11, 1999
As a participant in the Tupperware Corporation Retirement Savings Plan, you
have the right to give instructions to the trustee of such plan as to the
voting of certain shares of the Corporation's common stock at the
Corporation's annual meeting of shareholders to be held on May 11, 1999 and
at any adjournment thereof. In this connection please follow the voting
instructions on the reverse side of this card and either vote telephonically,
electronically, or sign and date it, and return it promptly in the postage
paid envelope provided.
Regardless of the number of shares held in trust on your behalf, exercising
your voting instruction right is very important.
This voting instruction card when properly executed will be voted in the
manner directed. If no direction is made, this voting instruction card will
be taken as authority to vote FOR the election of all of the nominees in
Item 1, to vote FOR Item 2, and in the discretion of the proxies, to vote upon
any other matter which may properly come before the meeting and any adjournment
thereof. If this card is not returned or is returned unsigned, the trustee
will vote the shares in accordance with the terms of the Master Defined
Contribution Trust.
/X/ Please mark votes as indicated in this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL
NOMINEES IN ITEM 1 AND "FOR" ITEM 2
(See reverse for voting instructions)
<PAGE>
THERE ARE THREE WAYS TO VOTE YOUR PROXY
YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED -----------
PROXIES TO VOTE YOUR SHARES IN THE SAME MANNER AS IF COMPANY #
YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD. CONTROL #
-----------
VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326 -- QUICK --- EASY --- IMMEDIATE
- Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a
week.
- You will be prompted to enter your 3-digit Company Number and your
7-digit Control Number which is located above.
- follow the simple instructions the Voice provides you.
VOTE BY INTERNET -- http://www.eproxy.com/tup/ -- QUICK --- EASY --- IMMEDIATE
- Use the Internet to vote your proxy 24 hours a day, 7 days a week.
- You will be prompted to enter your 3-digit Company Number and your
7-digit Control Number which is located above to obtain your records and
create an electronic ballot.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we've provided or return it to Tupperware Corporation, c/o
Shareowner Services, P.O. Box 64873, St. Paul, MN 55164-0873.
IF YOU VOTE BY PHONE OR INTERNET, PLEASE DO NOT MAIL YOUR PROXY CARD
PLEASE DETACH HERE
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. Election of 01 Clifford J. Grum / / Vote FOR / / Vote WITHHELD
directors: 02 Betsy D. Holden all nominees from all nominees
03 Angel R. Martinez
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDICATED NOMINEE, WRITE THE NUMBER(S) OF THE
NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)
2. The Proposal To Ratify The Appointment / / For / / Against / / Abstain
of Independent Auditors.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.
Address Change? Mark Box / /
Indicate changes below:
Signature(s) in Box
Please sign exactly as your name(s) appear on Proxy. If held in joint
tenancy, all persons must sign. Trustees, administrators etc., should include
title and authority. Corporations should provide full name of corporation and
title of authorized officer signing the proxy.
