SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 11-K/A
ANNUAL REPORT
PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934.
For the transition period from ______ to _______
Commission file number 1-11657
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below: Tupperware
Corporation Retirement Savings Plan, 14901 South Orange
Blossom Trail, Orlando, Florida 32837.
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office: Tupperware
Corporation, 14901 South Orange Blossom Trail, Orlando, Florida
32837
Tupperware Corporation
Retirement Savings Plan
Financial Statements
December 31, 1998 and 1997
Report of Independent Certified Public Accountants
To the Participants and Administrator of
the Tupperware Corporation Retirement Savings Plan
We have audited the accompanying statements of net assets
available for plan benefits of Tupperware Corporation
Retirement Savings Plan (the Plan) as of December 31, 1998
and 1997, and the related statement of changes in net assets
available for plan benefits for the years then ended. These
financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to in the
first paragraph of this report present fairly, in all material
respects, the net assets available for plan benefits of the
Plan as of December 31, 1998 and 1997, and the changes in its
net assets available for plan benefits for the years then ended
in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
additional information included in schedules 1 through 3 is
presented for purposes of additional analysis and is not a
required part of the basic financial statements but is
additional information required by ERISA. The Fund Information
in Note 8 is presented for purposes of additional analysis rather
than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund.
Schedules 1 through 3 and the Fund Information have been
subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
PRICEWATERHOUSECOOPERS LLP
Orlando, Florida
June 23, 1999
<PAGE>
<TABLE>
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR
PLAN BENEFITS
AS OF DECEMBER 31, 1998 AND 1997
<CAPTION>
1998 1997
------------- ------------
<S> <C> <C>
ASSETS
Investments at fair value -
Tupperware Corporation common stock
(Cost $14,999,220 in 1998 and
$13,905,732 in 1997) $10,339,946 $16,086,551
Large capitalization stock
(Cost $12,717,013 in 1998 and
$12,459,075 in 1997) 21,544,211 19,046,502
Small capitalization stock
(Cost $8,985,758 in 1998 and
$8,086,683 in 1997) 10,128,460 10,534,209
International stock
(Cost $5,146,777 in 1998 and
$5,580,629 in 1997 5,077,692 5,213,788
Fixed income
(Cost $476,639 in 1998 and
$906,697 in 1997) 476,639 906,697
Short-term investments 3,202,165 4,205,920
Participant loans 2,486,548 1,337,291
Investments at contract value -
Group annuity contracts
(Cost $30,474,085 in 1998 and
$29,559,814 in 1997) 30,474,085 29,559,814
---------- ----------
Total investments 83,729,746 86,890,772
---------- ----------
Receivables -
Due from brokers for securities sold 39,792 0
Accrued income 339,260 334,299
Company contributions 64,025 11,462
Employees' contributions 71,191 9,895
----------- -----------
Total receivables 514,268 355,656
----------- -----------
TOTAL ASSETS 84,244,014 87,246,428
----------- -----------
LIABILITIES
Accrued expenses 104,848 107,483
Due to brokers for securities purchased 187,581 187,499
----------- -----------
TOTAL LIABILITIES 292,429 294,982
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $83,951,585 $86,951,446
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1998 and 1997
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT BEGINNING OF YEAR $86,951,446 $98,742,696
----------- -----------
ADDITIONS TO NET ASSETS
Net Company contributions 2,088,345 2,149,371
Employees' contributions 2,191,159 2,137,743
Employees' rollovers 3,374 126,250
Net realized gain on sale
of investments 3,004,061 3,976,904
Change in unrealized depreciation
in fair value of investments (5,705,094) (14,169,594)
Interest and dividend income 4,556,479 5,040,563
----------- -----------
TOTAL ADDITIONS 6,138,324 (738,763)
----------- -----------
DEDUCTIONS FROM NET ASSETS
Distributions to participants
for benefit payments 8,716,094 10,609,052
Administrative expenses 422,091 443,435
----------- -----------
TOTAL DEDUCTIONS 9,138,185 11,052,487
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT END OF YEAR $83,951,585 $86,951,446
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
NOTE 1 - DESCRIPTION OF THE PLAN
General
The Tupperware Corporation Retirement Savings Plan (the Plan)
is a defined contribution plan covering eligible employees of
Tupperware U.S., Inc., Dart Industries Inc., Tupperware Products,
S.A., Tupperware Services, Inc., Tupperware Home Parties
Corporation and Tupperware Corporation (the Company).
The investment assets of the Plan are held in the Tupperware
Corporation Defined Contribution Trust (the Trust) by Bankers
Trust Company (the Trustee).
The Plan is administered on behalf of the Company by the
Management Committee for Employee Benefits (MCEB), which
functions as the Plan Administrator. MCEB is composed of
certain officers of the Company appointed by the Compensation
and Directors Committee of the Board of Directors of the Company.
The following description of the Plan provides only general
information. Information about the Plan's provisions is
contained in the Plan document, which may be obtained from
the Company.
Participation
All eligible employees whose customary employment is for at
least 1,000 hours during a year, may participate in the Plan
on the first day following the completion of six months of
service. All eligible employees whose customary employment
is not for at least 1,000 hours during a year may participate
in the Plan on the first day following the 12-month period after
their employment or any plan year thereafter, provided 1,000
hours of service are completed during the time period. For new
hires, the number of hours used in assessing "customary
employment" is based on the position's expected work schedule.
In addition, an employee must not be an active participant in
any other defined contribution plan to which the Company or
any subsidiary contributes on his or her behalf.
Contributions
A participant may elect to contribute from 1% to 16% of their
compensation, in whole percentage points, subject to the limitations
of the Internal Revenue Code (the Code). The percentage of
compensation contributed may be increased or decreased, at the
election of the participant, any time during the year, but only
once per pay period.
All eligible participant contributions are tax deferred
contributions pursuant to a qualified cash or deferred
arrangement subject to the limitations of the Code. Company
contributions to the Plan are $0.50 for every $1.00 the
participant contributes from 1% to 6% of eligible compensation
and an amount equal to 3% of eligible compensation up to the
Social Security Wage Base (the SSWB) of $68,400 for 1998, and
$65,400 for 1997, and 6% of eligible compensation above the SSWB.
Investment Elections
Participants elect to invest their contributions and the basic
Company contribution in 1% increments in five core investment
funds which invest in fixed income securities, large
capitalization equities, small capitalization equities,
international equities and Company stock. Effective
January 1, 1997, all Company matching contributions are
invested in the Company Stock Fund. After attaining age 50,
55 and 62, a participant may elect to reduce the percentage
of Company matching contributions invested in the Company Stock
Fund by 25%, 50% and 100%, respectively.
Participants may direct their contributions and the basic Company
contribution to four predetermined "investment mixes" which
allocate a portion of each investment dollar to the four funds
other than the Company Stock Fund, and reflect the assumption of
varying risk and expected return characteristics. Alternatively,
participants may create their own "investment mix" and direct
these contributions to the four funds and/or mixes accepting
participant contributions in any desired proportion.
Listed below is a description of the investment funds:
Company Stock Fund: This fund consists of shares of the
Company's common stock and an amount of cash sufficient to
meet liquidity requirements.
Large Capitalization Stock Fund: This fund consists primarily
of a Standard & Poor's 500 Stock Index Fund invested in stocks
of companies with large capitalization traded on the New York
Stock Exchange or in an investment vehicle that makes similar
investments. This fund is managed by the Trustee.
Small Capitalization Stock Fund: This fund consists primarily
of stocks or securities issued by entities with small
capitalization traded mainly in markets within the United
States. This fund alternative is currently invested in funds
managed by two investment fund managers.
International Stock Fund: This fund consists primarily of stocks
or securities issued by entities outside the United States. This
fund alternative is currently invested in funds managed by two
investment fund managers.
Fixed Income Fund: This fund consists primarily of a bank interest
contract with the Trustee, book value wrapper contracts with Miller,
Anderson & Sherrerd and Standish, Ayer & Wood and a guaranteed
investment contract with Security Life of Denver Insurance Company
of America. In 1998 and 1997, contract interest rates varied from
3.87% to 8.09%.
The predetermined investment mixes' targeted investment
allocation established by MCEB is as follows:
Mix A Mix B Mix C Mix D
Large Capitalization Stock Fund 8% 21% 31% 48%
Small Capitalization Stock Fund 7 12 20 20
International Stock Fund 5 7 9 12
Fixed Income Fund 80 60 40 20
--- --- --- ---
Total 100% 100% 100% 100%
=== === === ===
Participants may reallocate their investments among the
available funds at any time. Participants may elect to
change investment direction in the Company Stock Fund with
respect to future contributions, as well as to transfer all
or a portion of current account balances in increments of 1%.
None of the investment funds guarantee a return to the
participant. The Fixed Income Fund's rate of return is the
weighted average of the rates of return guaranteed by the
various investment contracts plus the return on other fixed
income securities held in the fund. With respect to
traditional guaranteed investment contracts, such guarantees
are backed by the underlying assets of the insurance companies
and with respect to the other contracts, the underlying
investments are held in the name of the Trust.
Income received on investments made by the investment funds
are reinvested in the same funds.
The Deferred Annuity Option is available to eligible
participants who were in the Premark Plan prior to January 1,
1991 and invested in the Deferred Annuity Fund before that date.
Income earned on annuity contracts is reinvested in the contracts.
No funds were invested in this option at December 31, 1998 or
December 31, 1997.
Participants are fully vested in the current value of their
contributions and earnings thereon, and become fully vested in
the Company contributions and related earnings credited to
their accounts based upon their years of service as shown in
the following table:
Years of Vested
Service Percentage
-------- ----------
Less than 1 0%
1 but less than 2 20
2 but less than 3 40
3 but less than 4 60
4 but less than 5 80
5 or more 100
Participants who are age 65 or over, die, or become permanently
and totally disabled are automatically 100% vested in the value
of Company contributions and related earnings credited to their
accounts.
Upon termination of employment, participants generally may elect
to receive the total value of their account attributable to their
contributions, as well as the vested value of their Company
contributions, in cash. Participants who entered the plan prior
to October 1, 1998, may alternatively elect to have an annuity
purchased on their behalf. For distributions from the Company
Stock Fund, participants may elect to receive their eligible
distribution in full shares of the Company's common stock or
in cash.
Participant Loans
Participants may borrow from their Plan account balances for
terms of one to five years. A participant may have up to two
loans outstanding at any one time. The aggregate amount of the
loans outstanding is limited to the lesser of $50,000 or 50% of
the participant's vested account balance at the time a loan is
made and bear interest at a rate of prime plus one percentage
point at the time the loan is made. Outstanding participant
loans are considered investments of the Trust. Interest paid
is credited to the borrowing participant's account. Repayments
of principal and interest are allocated to investments using
the participant's current investment election.
Forfeitures
Company contributions forfeited by terminating employees are used
to reduce future Company contributions to the Plan as allowed by
the Internal Revenue Service (I.R.S.). The Company will reinstate
forfeited balances to the accounts of employees who rejoin the
Company within five years of their termination. Forfeitures
applied to reduce Company contributions during the years ended
December 31, 1998 and 1997 were $87,449 and $107,139, respectively.
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The Company maintains the accounts of the Plan on an accrual basis.
Administrative Expenses
Certain administrative and recordkeeping costs associated with
the Plan are charged to the Plan in accordance with Plan provisions
and guidelines approved by MCEB. Remaining costs are absorbed by
the Company.
Asset Valuation
The investment assets in the Trust that are securities traded on
a national securities exchange are valued at the quoted closing
sale price on the last business day of the year. Investments
traded in over-the-counter markets and listed securities for
which no sale was reported on the last business day of the year
are valued at their last reported bid price. Investments for
which quotations are not readily available are stated at
estimated fair values as determined by the Trustee. Participant
loans are stated at contract value which approximates fair value.
Guaranteed investment contracts, bank investment contracts and
similar investments are value at contract value.
Security Transactions and Investment Income
Purchases and sales of investments by the Trust are recorded
on a trade date basis. When investments are sold, the
difference between the original cost (computed on an average
cost basis) and the proceeds received is recorded as a realized
gain or loss. Interest and dividend income are recorded when
earned.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial
statements and the reported amounts of additions to and
deductions from net assets during the reporting period. Actual
results could differ from those estimates.
Payments to Withdrawing Participants
The Plan records payments to withdrawing participants at the
time of disbursement, in accordance with the AICPA Audit and
Accounting Guide - "Audits of Employee Benefit Plans." Under
the rules for preparation of its Form 5500, the Plan reflects
an accrual for the amount to be paid to participants who have
withdrawn from the Plan prior to year end, and have requested
a distribution which was approved but not yet paid at period end.
The amounts to be paid to participants who have withdrawn
prior to or on December 31, 1998 and December 31, 1997 were:
1998 1997
---------- ----------
Company Stock Fund $ 1,682 $ 4,048
Mix A Fund 3,000 3,075
Mix B Fund 10,500 12,033
Mix C Fund 40,000 20,000
Mix D Fund 194 539
Large Capitalization
Stock Fund 21 177,261
Small Capitalization
Stock Fund 17 30,480
International Stock Fund 13 29,597
Fixed Income Fund 88,093 413,907
-------- --------
Total $143,520 $690,940
======== ========
NOTE 3 - TERMINATION OF THE PLAN
It is the intent of the Company that the Plan continues into
the future; however, MCEB reserves the right to terminate the
Plan. In the event the Plan is terminated, participants would
become fully vested in their accounts and the assets of the Plan
would be distributed to the participants in proportion to their
respective interests in the Plan.
NOTE 4 - TAX STATUS
The Plan has obtained a favorable determination letter dated,
June 1, 1998, on the tax status of the Plan from the Internal
Revenue Service. The Plan administrator believes that the Plan
is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code.
Accordingly, no provision for income taxes has been included
in the Plan's financial statements.
NOTE 5 - INVESTMENTS
Assets and investment earnings of the Trust are held in
investment accounts which are managed and invested by the
Trustee and by asset managers appointed by MCEB. Certain
investment funds may enter into hedging agreements and
techniques to effectively manage the funds' portfolio risk
and reward characteristics. Net investment income/(loss)
included in the Plan's statement of changes in net assets
available for plan benefits represents the Plan's net
realized gain/(loss) on sale of investments, change in
unrealized appreciation/(depreciation) in the fair value
of investments, interest income, dividend income, and
administrative expenses for the year. The net investment
income/(loss) is allocated daily based upon the Plan's
accumulated daily balances in the Trust's investment funds.
Investments that represent five percent or more of the
Plan's total assets available for Plan benefits at December 31,
1998 and 1997 were as follows:
Current Value Current Value
Description 1998 1997
- ------------------------------- ------------- -------------
Tupperware Corporation Common Stock $10,339,946 $16,086,551
Bankers Trust Company,
Institutional Equity 500 Fund 21,544,211 19,046,502
Miller, Anderson & Sherrerd
Group Annuity, 8.085% 15,285,363 14,815,627
Standish, Ayer & Wood
Group Annuity, 7.606% 15,188,722 14,744,187
Dimensional Fund Advisors, Inc.
US Small Cap Portfolio II Fund 4,814,214 5,131,707
Pilgrim Baxter & Assoc.,
PBGH Growth Fund 5,314,245 5,402,502
Other 11,243,045 11,663,696
----------- -----------
Total Assets Held for Investment $83,729,746 $86,890,772
=========== ===========
NOTE 6 - RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of investments managed
by Bankers Trust. Bankers Trust is the Trustee as defined by
the Plan and, therefore, these transactions qualify as party-
in-interest transactions. No fees were paid by the Plan for
investment management services for the years ended December
31, 1998 and 1997.
NOTE 7 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for
plan benefits included in the financial statements to net
assets available for plan benefits included in the Form 5500:
1998 1997
----------- -----------
Net assets available for plan
benefits per the financial
statements $83,951,585 $86,951,446
Less: participant distributions
payable 143,520 690,940
----------- -----------
Net assets available for plan
benefits per Form 5500 $83,808,065 $86,260,506
=========== ===========
The following is a reconciliation of benefits paid to
participants per the financial statements to Form 5500:
1998 1997
----------- -----------
Benefits paid to participants
per the financial statements $8,616,094 $10,609,052
(Decrease) increase in:
distributions allocated to
withdrawing participants (547,420) 556,089
---------- -----------
Distributions to participants
per Form 5500 $8,068,674 $11,165,141
========== ===========
Benefits payable to withdrawing participants are recorded on
Form 5500 for benefit claims that have been approved for
payment prior to December 31 but have not yet been paid as
of that date.
<PAGE>
<TABLE>
NOTE 8
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION AS OF DECEMBER 31, 1998
<CAPTION>
Large
Company Capitalization
Stock Mix A Mix B Mix C Mix D Stock
Fund Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments -
Tupperware Corporation
Common Stock
(Cost $14,999,220) $10,339,946 $ 0 $ 0 $ 0 $ 0 $ 0
Marketable securities
(Cost $27,326,187) 1,109,778 3,304,939 5,895,512 10,690,024 10,036,697
Group annuity contracts
(Cost $30,474,085) 3,555,813 4,098,243 3,280,277 2,247,415
Short-term investments 410,150 298,944 344,547 275,779 188,944 35
Participant loans
----------- ----------- ----------- ----------- ----------- -----------
Total investments 10,750,096 4,964,535 7,747,729 9,451,568 13,126,383 10,036,732
----------- ----------- ----------- ----------- ----------- -----------
Receivables -
Securities sold 27,561
Dividend and
interest income 139,985
Company contributions 43,404 950 2,556 2,995 5,395 3,428
Employees' contributions 3,460 2,078 5,872 8,763 18,163 13,332
Loan payments receivable 730 1,640 3,186 3,946 5,054 1,595
----------- ----------- ----------- ----------- ----------- -----------
Total receivables 187,579 4,668 11,614 15,704 28,612 45,916
----------- ----------- ----------- ----------- ----------- -----------
TOTAL ASSETS 10,937,675 4,969,203 7,759,343 9,467,272 13,154,995 10,082,648
----------- ----------- ----------- ----------- ----------- -----------
LIABILITIES
Transfers from
clearing account (127,777) 2,346
Securities purchased
Accrued expenses 4,202 2,926 3,938 4,708 6,534 4,598
------------ ---------- ----------- ----------- ----------- -----------
TOTAL LIABILITIES (123,575) 2,926 3,938 4,708 6,534 6,944
----------- ---------- ---------- ---------- ----------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $11,061,250 $4,966,277 $7,755,405 $9,462,564 $13,148,461 $10,075,704
=========== ========== ========== ========== =========== ===========
1998 Statement of Net Assets continued on following page.
<PAGE>
1998 Statement of Net Assets continued from preceding page.
</TABLE>
<TABLE>
NOTE 8 - continued
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION AS OF DECEMBER 31, 1998
<CAPTION>
Small
Capitalization International Fixed
Stock Stock Income Loan Clearing
Fund Fund Fund Fund Account Total
-------------- ------------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments -
Tupperware
Corporation
Common Stock
(Cost $14,999,220) $ 0 $ 0 $ 0 $ 0 $ 0 $10,339,946
Marketable securities
(Cost $27,326,187) 4,048,905 1,875,060 266,087 37,227,002
Group annuity contracts
(Cost $30,474,085) 17,292,337 30,474,085
Short-term investments 9 1,453,798 229,959 3,202,165
Participant loans 2,486,548 2,486,548
------------ ------------ ----------- ---------- --------- ----------
Total investments 4,048,905 1,875,069 19,012,222 2,486,548 229,959 83,729,746
------------ ------------ ----------- ---------- --------- ----------
Receivables -
Securities sold 8,518 3,713 39,792
Dividend and
interest income 197,706 1,569 339,260
Company contributions 1,845 787 2,665 64,025
Employees' contributions 7,896 4,169 7,458 71,191
Loan payments receivable 698 373 2,755 (19,977) 0
------------ ------------ ----------- ---------- -------- ----------
Total receivables 18,957 9,042 210,584 (19,977) 1,569 514,268
------------ ------------ ----------- ---------- -------- ----------
TOTAL ASSETS 4,067,862 1,884,111 19,222,806 2,466,571 231,528 84,244,014
------------ ------------ ----------- ---------- -------- ----------
LIABILITIES
Transfers from
clearing account (5,737) (3,318) 134,486 0
Securities purchased 187,581 187,581
Accrued expenses 1,804 880 10,010 65,248 104,848
------------ ------------ ----------- ---------- -------- ----------
TOTAL LIABILITIES (3,933) (2,438) 332,077 0 65,248 292,429
------------ ------------ ----------- ---------- -------- ----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $4,071,795 $1,886,549 $18,890,729 $2,466,571 $166,280 $83,951,585
============ ============ =========== ========== ======== ===========
</TABLE>
<PAGE>
<TABLE>
NOTE 8 - continued
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION AS OF DECEMBER 31, 1997
<CAPTION>
Large
Company Capitalization
Stock Mix A Mix B Mix C Mix D Stock
Fund Fund Fund Fund Fund Fund
----------- --------- ---------- ---------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments -
Tupperware Corporation
Common Stock
(Cost $13,905,732) $16,086,551 $ 0 $ 0 $ 0 $ 0 $ 0
Marketable securities
(Cost $27,033,084) 1,235,882 3,344,158 6,461,435 9,775,882 7,853,446
Group annuity contracts
(Cost $29,559,814) 3,844,892 4,153,656 3,641,265 2,092,873
Short-term investments 912,949 410,649 443,626 388,901 223,527
Participant loans ----------- ---------- ---------- ----------- ----------- ----------
Total investments 16,999,500 5,491,423 7,941,440 10,491,601 12,092,282 7,853,446
----------- ---------- ---------- ----------- ----------- ----------
Receivables -
Dividend and
interest income 130,992
Company contributions 6,812 487 731 848 736 202
Employees' contributions 379 891 1,591 2,398 2,443 552
Employee loan payments
receivable (3,000) (14,300) (1,400) (892)
----------- ---------- ---------- ----------- ----------- ----------
Total receivables 138,183 (1,622) 2,322 (11,054) 1,779 (138)
----------- ---------- ---------- ----------- ----------- ----------
TOTAL ASSETS 17,137,683 5,489,801 7,943,762 10,480,547 12,094,061 7,853,308
----------- ---------- ---------- ----------- ----------- ----------
LIABILITIES
Transfers from
clearing account 18,525 (18,044) 2,475
Securities purchased
Accrued expenses 7,436 2,948 3,322 4,620 5,478 3,388
----------- ---------- ---------- ----------- ----------- ----------
TOTAL LIABILITIES 25,961 2,948 3,322 4,620 (12,566) 5,863
----------- ---------- ---------- ----------- ----------- ----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $17,111,722 $5,486,853 $7,940,440 $10,475,927 $12,106,627 $7,847,445
=========== ========== ========== =========== =========== ==========
1997 Statement of Net Assets continued on following page.
<PAGE>
</TABLE>
<TABLE>
1997 Statement of Net Assets continued from preceding page.
NOTE 8 - continued
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION AS OF DECEMBER 31, 1997
<CAPTION>
Small
Capitalization International Fixed
Stock Stock Income Loan Clearing
Fund Fund Fund Fund Account Total
----------- ------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments -
Tupperware Corporation
Common Stock
(Cost $13,905,732) $ 0 $ 0 $ 0 $ 0 $ 0 $16,086,551
Marketable securities
(Cost $27,033,084) 4,525,098 2,026,810 478,485 35,701,196
Group annuity contracts
(Cost $29,559,814) 15,827,128 29,559,814
Short-term investments 9 1,690,396 135,863 4,205,920
Participant loans 1,337,291 1,337,291
----------- ----------- ----------- ---------- ---------- ----------
Total investments 4,525,098 2,026,819 17,996,009 1,337,291 135,863 86,890,772
----------- ----------- ----------- ---------- ---------- ----------
Receivables -
Dividend and interest
income 202,532 775 334,299
Company contributions 95 59 979 513 11,462
Employees' contributions 228 133 1,280 9,895
Employee loan payments
receivable (608) 20,200 0
----------- ----------- ------------ ---------- ----------- -----------
Total receivables (285) 192 204,791 20,200 1,288 355,656
----------- ----------- ------------ ---------- ----------- -----------
TOTAL ASSETS 4,524,813 2,027,011 18,200,800 1,357,491 137,151 87,246,428
----------- ----------- ------------ ---------- ----------- -----------
LIABILITIES
Transfers from
clearing account 42,428 2,230 (47,614) 0
Securities purchased 187,499 187,499
Accrued expenses 2,266 968 7,721 69,336 107,483
----------- ----------- ------------ ---------- ----------- -----------
TOTAL LIABILITIES 44,694 3,198 147,606 0 69,336 294,982
----------- ----------- ------------ ---------- ----------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 4,480,119 $ 2,023,813 $18,053,194 $ 1,357,491 $ 67,815 $86,951,446
=========== =========== =========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
NOTE 8 - continued
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE
FOR PLAN BENEFITS WITH FUND INFORMATION
FOR THE PERIOD JANUARY 1, 1998 TO DECEMBER 31, 1998
<CAPTION>
Large
Company Capitalization
Stock Mix A Mix B Mix C Mix D Stock
Fund Fund Fund Fund Fund Fund
------------ ----------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AT
BEGINNING OF YEAR $17,111,722 $ 5,486,853 $ 7,940,440 $10,475,927 $12,106,627 $ 7,847,445
ADDITIONS TO NET ASSETS
Employees' contribution 95,803 96,910 198,225 337,877 518,800 366,707
Employees' rollovers 2,656 359
Net Company contributions 1,345,955 43,697 98,757 113,537 162,123 109,966
Participant loan
repayments 26,003 64,179 113,884 163,759 184,448 57,405
Investment earnings 842,874 468,334 748,179 966,112 1,366,865 1,224,793
Change in unrealized
appreciation/
(depreciation) in fair
value of investments (6,840,093) 4,631 76,156 150,030 423,852 990,383
Interfund transfers 164,832 32,253 357,564
----------- ----------- ----------- ----------- ----------- ------------
TOTAL ADDITIONS (4,529,458) 842,583 1,237,857 1,731,315 2,688,341 3,107,177
----------- ----------- ----------- ----------- ----------- ------------
DEDUCTIONS FROM NET ASSETS
Distributions to participants
for benefit payments 1,285,395 1,147,786 463,980 1,129,063 1,037,371 606,892
Administrative expenses 120,383 43,784 62,248 82,840 107,035 70,675
Participant loans 73,669 171,589 321,326 303,760 502,101 201,351
Interfund transfers 41,567 575,338 1,229,015
----------- ----------- ----------- ----------- ----------- ------------
TOTAL DEDUCTIONS 1,521,014 1,363,159 1,422,892 2,744,678 1,646,507 878,918
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AT END OF
YEAR $11,061,250 $ 4,966,277 $ 7,755,405 $ 9,462,564 $13,148,461 $10,075,704
=========== =========== =========== =========== =========== ===========
</TABLE>
1998 Statement of Changes in Net Assets continued on following page.
<PAGE>
1998 Statement of Changes in Net Assets continued from preceding page.
<TABLE>
Small
Capitalization International Fixed
Stock Stock Income Loan Clearing
Fund Fund Fund Fund Account Total
----------- ----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AT
BEGINNING OF YEAR $ 4,480,119 $ 2,023,813 $18,053,194 $ 1,357,491 $ 67,815 $86,951,446
ADDITIONS TO NET ASSETS
Employees' contributions 210,697 114,739 251,401 2,191,159
Employees' rollovers 359 3,374
Net Company contributions 49,332 27,467 137,511 2,088,345
Participant loan repayments 25,345 12,087 81,878 (728,988) 0
Investment earnings 375,626 81,831 1,377,523 91,177 17,226 7,560,540
Change in unrealized
appreciation/
(depreciation) in fair
value of investments (540,416) 112,996 (82,633) (5,705,094)
Interfund transfers 1,510,387 (2,065,036) 0
----------- ----------- ----------- ----------- ---------- ----------
TOTAL ADDITIONS 120,943 349,120 3,276,067 (637,811) (2,047,810) 6,138,324
----------- ----------- ----------- ----------- ---------- ----------
DEDUCTIONS FROM NET ASSETS
Distributions to participants
for benefit payments 376,709 284,909 2,107,324 94,850 181,815 8,716,094
Administrative expenses 35,278 15,604 150,016 (265,772) 422,091
Participant loans 57,466 29,287 181,192 (1,841,741) 0
Interfund transfers 59,814 156,584 (2,062,318) 0
----------- ----------- ----------- ----------- ----------
TOTAL DEDUCTIONS 529,267 486,334 2,438,532 (1,746,891) (2,146,275) 9,138,185
----------- ----------- ----------- ----------- ---------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AT END
OF YEAR $ 4,071,795 $ 1,886,549 $18,890,729 $ 2,466,571 $ 166,280 $83,951,585
=========== =========== =========== =========== ========== ===========
</TABLE>
<TABLE>
NOTE 8 - continued
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE
FOR PLAN BENEFITS WITH FUND INFORMATION
FOR THE PERIOD JANUARY 1, 1997 TO DECEMBER 31, 1997
<CAPTION>
Large
Company Capitalization
Stock Mix A Mix B Mix C Mix D Stock
Fund Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR PLAN BENEFITS AT
BEGINNING OF YEAR $31,329,222 $ 6,053,173 $ 7,456,211 $ 9,649,349 $10,960,079 $ 6,273,345
ADDITIONS TO NET ASSETS
Employees' conbributions 66,434 111,943 197,219 351,922 503,010 323,332
Employees' rollovers 48,227 73,238 1,934
Net Company contributions 1,367,589 46,906 96,452 113,118 144,691 96,282
Participant
loan repayments 17,768 80,474 111,801 132,868 154,068 58,638
Investment earnings 1,034,302 581,799 875,765 1,276,426 1,676,632 1,266,106
Change in unrealized
appreciation/
depreciation in fair
value of investments (15,315,178) (361) 91,500 204,239 414,606 740,136
Inaterfund transfers 503,829 501,531 243,715
----------- ---------- ----------- ----------- ----------- -----------
TOTAL ADDITIONS (12,325,256) 1,322,292 1,664,679 2,079,573 2,966,245 2,486,428
----------- ---------- ----------- ----------- ----------- -----------
DEDUCTIONS FROM
NET ASSETS
Distribution to
participants for
benefit payments 1,757,246 1,767,597 1,029,247 910,635 981,698 710,951
Administrative expenses 121,513 35,737 42,681 55,543 63,473 36,660
Participant loans 13,485 85,278 108,522 188,846 259,434 38,221
Interfund transfers 97,971 515,092 126,496
----------- ----------- ----------- ----------- ----------- -----------
TOTAL DEDUCTIONS 1,892,244 1,888,612 1,180,450 1,252,995 1,819,697 912,328
----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
AT END OF YEAR $17,111,722 $ 5,486,853 $ 7,940,440 $10,475,927 $12,106,627 $ 7,847,445
=========== =========== =========== =========== =========== ===========
1997 Statement of Changes in Net Assets continued on following page.
<PAGE>
1997 Statement of Changes in Net Assets continued from preceding page.
Small
Capitalization International Fixed
Stock Stock Income Loan Clearning
Fund Fund Fund Fund Account Total
----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS AT
BEGINNING OF YEAR $ 4,892,295 $ 1,828,439 $18,992,813 $ 1,264,648 $ 43,122 $98,742,696
ADDITIONS TO NET ASSETS
Employees' contributions 212,345 106,290 254,352 9,896 2,137,743
Employees' rollovers 1,961 890 126,250
Net Company contributions 70,056 33,043 170,951 10,283 2,149,371
Participant loan
repayments 27,428 13,654 70,202 (673,062) 6,161 0
Investment earnings 570,766 182,135 1,443,261 105,228 5,047 9,017,467
Change in unrealized
appreciation/
depreciation in fair
value of investments (53,016) (183,330) (68,190) (14,169,594)
Interfund transfers 178,168 150,768 (1,578,011) 0
----------- ----------- ---------- ----------- ----------- -----------
TOTAL ADDITIONS 829,540 330,850 2,021,344 (567,834) (1,546,624) (738,763)
----------- ----------- ---------- ----------- ----------- -----------
DEDUCTIONS FROM NET ASSETS
Distribution to
participants for benefit
payments 352,090 115,245 2,821,944 162,399 10,609,052
Administration expenses 24,156 9,899 87,391 (33,618) 443,435
Participant loans 27,017 10,332 51,628 (660,677) (122,086) 0
Interfund transfers 838,453 (1,578,012) 0
----------- ---------- ----------- ----------- ---------- -----------
TOTAL DEDUCTIONS 1,241,716 135,476 2,960,963 (660,677) (1,571,317) 11,052,487
----------- ---------- ----------- ----------- ---------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
AT END OF YEAR $ 4,480,119 $2,023,813 $18,053,194 $ 1,357,491 $ 67,815 $86,951,446
=========== ========== =========== =========== ========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Schedule I
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
LINE 27a - SCHEDULE OF INVESTMENTS
DECEMBER 31, 1998
Par Value or Current or
Number of Estimated
Description Shares Cost Value
- ------------------------- ------------ ----------- -----------
<S> <C> <C> <C>
INTEREST INCOME CONTRACTS
Miller, Anderson & Sherrerd
Group Annuity 8.085% $15,285,363 $15,285,363 $15,285,363
Standish, Ayer & Wood
Group Annuity 7.606% 15,188,722 15,188,722 15,188,722
Security Life of Denver Contract
#FV0108B, 3.87%, 7/20/99 476,639 476,639 476,639
----------- -----------
TOTAL INTEREST INCOME CONTRACTS 30,950,724 30,950,724
----------- -----------
COLLECTIVE/COMMON TRUST
Bankers Trust Company Pyramid
Directed Cash 3,202,165 3,202,165 3,202,165
REGISTERED INVESTMENT COMPANIES
Bankers Trust Company
Institutional Equity 500 137,443 12,717,013 21,544,211
Dimensional Fund Advisors, Inc.
US Small Cap Portfolio II 268,501 4,839,777 4,814,214
Pilgrim Baxter & Assoc.,
PBHG Growth Fund 208,075 4,145,981 5,314,246
Morgan Stanley Asset Mgmt., Inc.
Institutional Fund International
Equity, Class A 136,481 2,442,712 2,490,779
Putnam International Growth Fund,
Class H 134,525 2,704,065 2,586,913
----------- -----------
TOTAL REGISTERED INVESTMENT COMPANIES 26,849,548 36,750,363
----------- -----------
Tupperware Corporation,
Common Stock, $0.01 par 629,027 14,999,220 10,339,946
Retirement Savings Plan Participant
Loan Fund Interest Rate Range:
7%-10%; Terms from 1 Year
to 5 Years $2,486,548 2,486,548 2,486,548
----------- -----------
TOTAL INVESTMENTS $78,488,203 $83,729,746
=========== ===========
</TABLE>
<PAGE>
<TABLE>
Schedule II
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
LINE 27a - SCHEDULE OF SECURITIES ACQUIRED AND DISPOSED OF
DURING THE YEAR ENDED DECEMBER 31, 1998
<CAPTION>
Number of
Shares or Purchase Sales
Description Par Value Cost Proceeds
- -------------------------------- --------- -------- --------
<S> <C> <C> <C>
Security Life of Denver Contract $ 34,893 $ 34,893
#FV0108B, 3.87%, 7/20/99 464,951 $ 464,951
Miller, Anderson & Sherrerd Annuity 1,731,371 1,731,371
8.085% 1,261,636 1,261,636
Standish, Ayers & Woods 1,706,171 1,706,171
7.606% 1,261,636 1,261,636
Participant Loans 1,849,096 1,849,096
Various rates and durations 699,838 699,838
</TABLE>
<TABLE>
Schedule III
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
DURING THE YEAR ENDED DECEMBER 31, 1998
<CAPTION>
Cumulative Transactions by Issue
Exceeding 5% of Net Assets
Purchases Sales
------------------------ -----------------------------------------------
Number of Number of Gain/(Loss)
Transactions Amount Transactions Cost Amount on Sale
----- ------------ ----- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Bankers Trust Company
Bankers Trust Pyramid
Directed Cash Account 272 $23,243,024 317 $24,246,814 $24,246,814 $ 0
Bankers Trust Company
Bankers Trust
Institutional
Equity 500 Fund 100 3,878,118 117 3,620,180 5,775,445 2,155,265
</TABLE>
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange
Act of 1934, the trustees (or other persons who administer the
employee benefit plan) have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: June 25, 1999
TUPPERWARE CORPORATION
RETIREMENT SAVINGS PLAN
By: THOMAS M. ROEHLK,
Chairman of the Management Committee
for Employee Benefits
EXHIBIT INDEX
Exhibit No.
23 Consent of Independent Certified Public Accountants to
the incorporation of their report by reference into
the prospectuses contained in specified registration
statements on Form S-8.
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statements on Form S-8 (Nos. 33-04871, 33-04869 and
33-18331) of Tupperware Corporation of our report dated June 23,
1999, relating to the financial statements of the Tupperware
Corporation Retirement Savings Plan for the two years ended
December 31, 1998 and 1997, appearing in this Form 11-K/A.
PRICEWATERHOUSECOOPERS LLP
Orlando, Florida
June 25, 1999
