UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the 26 weeks ended June 26, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 1-11657
TUPPERWARE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-4062333
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 2353, Orlando, Florida 32802
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 826-5050
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes___X___ No_______
As of August 6, 1999, 57,622,668 shares of the Common Stock,
$0.01 par value, of the Registrant were outstanding.
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
a) Financial Statements of Registrant
Page
Index Number
Consolidated Statement of Income
(Unaudited) for the 13 week periods ended
June 26, 1999 and June 27, 1998............. 2
Consolidated Statement of Income
(Unaudited) for the 26 week periods ended
June 26, 1999 and June 27, 1998............. 3
Consolidated Balance Sheet
(Unaudited) as of June 26, 1999 and
December 26, 1998........................... 4
Consolidated Statement of Cash Flows
(Unaudited) for the 26 week periods
ended June 26, 1999 and June 27, 1998....... 6
Notes to Consolidated Financial
Statements (Unaudited)...................... 7
The financial statements of the Registrant included herein have
been prepared, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (the
Commission). Although certain information normally included
in financial statements prepared in accordance with generally
accepted accounting principles has been condensed or omitted,
the Registrant believes that the disclosures are adequate
to make the information presented not misleading. It is
suggested that these consolidated financial statements be read
in conjunction with the financial statements and the notes thereto
included in the Annual Report on Form 10-K of the Registrant for
its fiscal year ended December 26, 1998.
The consolidated financial statements included herein reflect all
adjustments, consisting only of normal recurring items, which, in
the opinion of management, are necessary to present a fair statement
of the results for the interim periods presented.
The results for interim periods are not necessarily indicative of
trends or results to be expected for a full year.
- 1 -
<PAGE>
<TABLE>
TUPPERWARE CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
<CAPTION>
13 Weeks Ended
-----------------------
June 26, June 27,
1999 1998
--------- ---------
(In millions, except per share amounts)
<S> <C> <C>
Net sales....................... $ 271.3 $ 282.9
------- -------
Costs and expenses:
Cost of products sold......... 93.1 108.4
Delivery, sales, and
administrative expense...... 138.9 137.2
Interest expense.............. 5.9 6.1
Interest income............... (0.7) (0.8)
Re-engineering charge......... 15.1 --
Other expense, net............ 0.3 1.6
------- -------
Total costs and expenses... 252.6 252.5
------- -------
Income before income taxes...... 18.7 30.4
Provision for income taxes...... 4.4 7.4
------- -------
Net income...................... $ 14.3 $ 23.0
======= =======
Net income per common share:
Basic......................... $ 0.25 $ 0.40
======= =======
Diluted....................... $ 0.25 $ 0.39
======= =======
See accompanying Notes to Consolidated Financial Statements
(Unaudited).
</TABLE>
- 2 -
<PAGE>
<TABLE>
TUPPERWARE CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
<CAPTION>
26 Weeks Ended
-----------------------
June 26, June 27,
1999 1998
-------- --------
(In millions, except per share amounts)
<S> <C> <C>
Net sales....................... $ 522.2 $ 551.7
------- -------
Costs and expenses:
Cost of products sold......... 177.2 204.7
Delivery, sales, and
administrative expense...... 276.6 285.1
Interest expense.............. 11.1 10.6
Interest income............... (1.2) (1.4)
Re-engineering charge......... 15.1 --
Other expense, net............ 1.4 1.9
------- -------
Total costs and expenses... 480.2 500.9
------- -------
Income before income taxes...... 42.0 50.8
Provision for income taxes...... 9.9 12.4
------- -------
Net income...................... $ 32.1 $ 38.4
======= =======
Net income per common share:
Basic......................... $ 0.56 $ 0.65
======= =======
Diluted....................... $ 0.56 $ 0.65
======= =======
See accompanying Notes to Consolidated Financial Statements
(Unaudited).
</TABLE>
- 3 -
<PAGE>
<TABLE>
TUPPERWARE CORPORATION
CONSOLIDATED BALANCE SHEET
ASSETS
(Unaudited)
<CAPTION>
June 26, December 26,
1999 1998
-------- ------------
(In millions)
<S> <C> <C>
Cash and cash equivalents......... $ 21.9 $ 23.0
Accounts receivable............... 128.2 125.0
Less allowances for
doubtful accounts............. (26.3) (32.7)
------- -------
101.9 92.3
Inventories....................... 155.3 157.1
Deferred income tax benefits...... 60.2 55.5
Prepaid expenses and other........ 55.2 57.7
------- -------
Total current assets.......... 394.5 385.6
------- -------
Deferred income tax benefits...... 91.5 84.7
Property, plant, and equipment.... 919.0 972.9
Less accumulated depreciation... (675.9) (701.9)
------- -------
243.1 271.0
Long-term receivables, net of
allowances of $37.1 million at
June 26, 1999 and $41.4 million
at December 26, 1998............ 37.8 40.3
Other assets...................... 46.7 41.8
------- -------
Total assets.................. $ 813.6 $ 823.4
======= =======
See accompanying Notes to Consolidated Financial Statements
(Unaudited).
</TABLE>
- 4 -
<PAGE>
<TABLE>
TUPPERWARE CORPORATION
CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
(Unaudited)
<CAPTION>
June 26, December 26,
1999 1998
-------- ------------
(Dollars in millions, except per share amounts)
<S> <C> <C>
Accounts payable................. $ 60.2 $ 85.3
Short-term borrowings and current
portion of long-term debt...... 84.4 18.7
Accrued liabilities.............. 172.4 186.1
-------- --------
Total current liabilities.... 317.0 290.1
-------- --------
Long-term debt................... 270.9 300.1
Accrued postretirement
benefit cost................... 38.5 38.4
Other liabilities................ 58.0 59.0
Shareholders' equity:
Preferred stock, $0.01 par value,
200,000,000 shares authorized;
none issued................. - -
Common stock, $0.01 par value,
600,000,000 shares authorized;
62,367,289 shares issued.... 0.6 0.6
Capital surplus................ 20.1 19.5
Subscription receivable........ (7.7) (7.7)
Retained earnings.............. 463.5 457.2
Treasury stock, 4,745,122 shares
at June 26, 1999, and
4,753,287 shares at
December 26, 1998, at cost.. (141.8) (142.0)
Unearned portion of restricted
stock issued for future
service..................... (0.6) (1.4)
Accumulated other comprehensive
income...................... (204.9) (190.4)
-------- --------
Total shareholders' equity... 129.2 135.8
-------- --------
Total liabilities and
shareholders' equity........ $ 813.6 $ 823.4
======== ========
See accompanying Notes to Consolidated Financial Statements
(Unaudited).
</TABLE>
- 5 -
<PAGE>
<TABLE>
TUPPERWARE CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<CAPTION>
26 Weeks Ended
-----------------------
June 26, June 27,
1999 1998
-------- --------
(In millions)
<S> <C> <C>
Cash flows from operating activities:
Net income........................... $ 32.1 $ 38.4
Adjustments to reconcile net income
to net cash (used in) provided by
operating activities:
Depreciation..................... 29.8 30.9
Loss on sale of assets........... 1.4 0.7
Foreign exchange
loss (gain), net................ 0.1 (0.2)
Non-cash impact of re-
engineering charge.............. 3.1 --
Changes in assets and liabilities:
Increase in accounts receivable.. (19.1) (7.8)
(Increase) decrease in
inventory...................... (7.6) 7.2
Decrease in accounts payable
and accrued liabilities........ (13.5) (14.9)
Decrease in income
taxes payable.................. (7.2) (22.5)
Increase in net deferred
income taxes................... (14.9) (1.4)
Other, net....................... (4.6) (1.0)
------- -------
Net cash (used in) provided by
operating activities........... (0.4) 29.4
------- -------
Cash flows from investing activities:
Capital expenditures................. (19.7) (17.7)
------- -------
Cash flows from financing activities:
Dividend payments to shareholders.... (25.4) (26.3)
Proceeds from exercise of
stock options...................... -- 1.3
Payments to acquire treasury stock..... -- (89.3)
Net increase in short-term debt...... 44.3 96.9
------- -------
Net cash provided by (used in)
financing activities............... 18.9 (17.4)
------- -------
Effect of exchange rate changes on
cash and cash equivalents............ 0.1 0.5
------- -------
Net decrease in cash and
cash equivalents..................... (1.1) (5.2)
Cash and cash equivalents at
beginning of year.................... 23.0 22.1
------- -------
Cash and cash equivalents at
end of period........................ $ 21.9 $ 16.9
======= =======
See accompanying Notes to Consolidated Financial Statements
(Unaudited).
</TABLE>
- 6 -
<PAGE>
TUPPERWARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Basis of Presentation
The accompanying unaudited consolidated financial statements
have been prepared in accordance with the instructions to Form
10-Q and therefore do not include all footnotes necessary for
a fair presentation of financial position, results of operations,
and changes in financial position in conformity with generally
accepted accounting principles. In the opinion of management,
the unaudited consolidated financial statements include all
adjustments, consisting only of normal recurring items, necessary
for a fair presentation of financial position and results of
operations. The results of operations of any interim period
are not necessarily indicative of the results that may be
expected for a full fiscal year.
Note 2: Inventories
Inventories, by component, are summarized as follows (in millions):
June 26, December 26,
1999 1998
-------- ------------
Finished goods................. $ 74.1 $ 74.5
Work in process................ 33.0 31.7
Raw materials and supplies..... 48.2 50.9
------- -------
Total inventories $ 155.3 $ 157.1
======= =======
Note 3: Net Income Per Common Share
Basic per share information is calculated by dividing net income
by the weighted average number of shares outstanding. Diluted
per share information is calculated by also considering the impact
of potential common stock on both net income and the weighted
average number of shares outstanding. The weighted average
number of shares used in the basic earnings per share computations
were 57.5 million for both the 13 and 26 weeks ended June 26, 1999,
compared with 57.9 million and 58.9 million for the respective 1998
periods.
The only difference in the computation of basic and diluted earnings
per share is the inclusion of 0.4 million for the quarter and year-
to-date period in 1999 and 0.6 million for the quarter and year-to-
date period in 1998 of shares of potential common stock. Options
to purchase 2.4 million and 2.0 million shares of common stock in
the second quarter of 1999 and 1998, respectively, and 3.4 million
and 2.0 million shares of common stock in the first half of 1999
and 1998, respectively, were outstanding but not included in the
computation of diluted earnings per share because the options'
exercise prices were greater than the average market price of the
common shares during the respective period and, therefore, would
have been anti-dilutive if included. The Company's potential
common stock consists of employee and director stock options and
restricted stock.
Note 4: Other Comprehensive Income
In addition to net income, comprehensive income includes certain
amounts recorded directly in equity. The components of
comprehensive income, net of related tax, for the 13 week and
26 week periods ended June 26, 1999 and June 27, 1998, were as
follows:
<TABLE>
<CAPTION>
13 Weeks Ended 26 Weeks Ended
------------------ ------------------
June 26, June 27, June 26, June 27,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net income............. $ 14.3 $ 23.0 $ 32.1 $ 38.4
Foreign currency
translation adjustments
including tax (provisions)
benefit of $(1.8) and
$(5.1) for the 13 weeks and
26 weeks ended June 26,
1999, respectively, and
$0.3 and $(0.7) for the
comparable 1998
periods.............. 3.1 (5.8) (14.5) (4.4)
------ ------ ------ ------
Comprehensive income... $ 17.4 $ 17.2 $ 17.6 $ 34.0
====== ====== ====== ======
</TABLE>
Accumulated other comprehensive income is comprised solely of
foreign currency translation adjustments.
Note 5: Re-engineering Program
In July 1999, the Company announced a re-engineering program
designed to improve operating profit return on sales over three
years through improved organizational alignment, a higher gross
margin percentage, and reduced operating expenses. In conjunction
with implementing the first phase of this program, the Company
recorded a $15.1 million pre-tax charge ($11.6 million after tax,
or $0.20 per basic and diluted common share) in the second
quarter of 1999.
The re-engineering charge falls in the following categories of
expenditures and relates to activities in the Company's geographic
segments as indicated below (in millions):
Severance $ 9.0 Europe $ 7.1
Asset write downs 3.1 Asia Pacific 4.0
Other 3.0 Latin America 4.0
----- -----
Total $15.1 Total $15.1
===== =====
The severance costs relate primarily to the approximately 200
employees whose positions are being eliminated as a result of
the decision to close the Spanish and Argentine manufacturing
plants and to restructure the Japanese manufacturing operation
and the area headquarters in Europe and Asia Pacific. The asset
write downs relate primarily to the plant closures. The expenses
included in the other category are primarily for non-asset write
down costs of exiting facilities and professional fees associated
with accomplishing the re-engineering actions.
The liability balance as of June 26, 1999, was as follows
(in millions):
Balance at March 27, 1999 $ -
Provision 15.1
Cash expenditures (1.6)
Non-cash write downs (3.1)
------
Balance at June 26, 1999 $ 10.4
======
Note 6: Segment Information
The Company operates worldwide in one line of business: the
manufacture and distribution, through independent direct sales
forces, of plastic food storage and serving containers, microwave
cookware, and educational toys. Its operations are organized into
the four geographic segments included in the following table.
<TABLE>
<CAPTION>
13 Weeks Ended 26 Weeks Ended
------------------ ------------------
June 26, June 27, June 26, June 27,
1999 1998 1999 1998
-------- -------- -------- --------
(In millions)
<S> <C> <C> <C> <C>
Net sales:
Europe $120.6 $122.8 $263.7 $268.1
Asia Pacific 63.3 53.2 107.8 97.1
Latin America 43.0 57.3 74.6 104.4
United States 44.4 49.6 76.1 82.1
------ ------ ------ ------
Total net sales $271.3 $282.9 $522.2 $551.7
====== ====== ====== ======
Operating profit (loss):
Europe $ 30.9 $ 31.4 $ 69.4 $ 67.0
Asia Pacific 8.1 5.7 8.2 4.7
Latin America 4.6 0.7 5.3 0.5
United States 0.9 3.7 (3.3) (1.7)
------ ------ ------ ------
Total operating profit 44.5 41.5 79.6 70.5
Unallocated expenses (5.5) (5.8) (12.6) (10.5)
Re-engineering charge (15.1) -- (15.1) --
Interest expense, net (5.2) (5.3) (9.9) (9.2)
------ ------ ------ ------
Income before
income taxes $ 18.7 $ 30.4 $ 42.0 $ 50.8
====== ====== ====== ======
</TABLE>
The re-engineering charge recorded in the second quarter of 1999
was made in conjunction with the Company's re-engineering program
announced on July 19, 1999. The charge is for the cost of closing
manufacturing plants in Argentina and Spain, restructuring of the
Japanese manufacturing function and restructuring actions in the
area headquarters for Europe and Asia Pacific.
Note 7: Accounting for Derivative Instruments and Hedging
Activities
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) 133, "Accounting
for Derivative Instruments and Hedging Activities." This statement
establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded
in other contracts, and for hedging activities. It requires that
an entity recognize all derivatives as either assets or liabilities
in the statement of financial position and measure those instruments
at fair value. If certain conditions are met, a derivative may be
specifically designated as a hedge. The accounting for changes in
the fair value of a derivative depends on the intended use of the
derivative and the resulting designation of the hedge exposure.
Depending on how the hedge is used and the designation, the gain
or loss due to changes in the fair value is reported either in
earnings or in other comprehensive income. Adoption of the
statement, which is required for the Company's year 2001 financial
statements, will have no significant impact on the accounting
treatment or the results of the hedging programs the Company
has undertaken.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following is a discussion of the results of operations for
the 13 weeks and 26 weeks ended June 26, 1999, compared with the
13 weeks and 26 weeks ended June 27, 1998, and changes in financial
condition during the 26 weeks ended June 26, 1999.
Net Sales and Net Income
Net sales for the second quarter ended June 26, 1999, were $271.3
million, a decrease of $11.6 million, or 4.1 percent, from $282.9
million in 1998. Net income for the second quarter of 1999
decreased $8.7 million, or 37.5 percent, to $14.3 million, or
$0.25 per share, from 1998 net income of $23.0 million, or $0.39
per share. A stronger U.S. dollar in 1999 had a negative impact
of $5.8 million, or 2 percentage points, on the sales comparison,
but no significant net impact on the net income comparison for the
quarter.
The 1999 results include a $15.1 million pretax charge ($11.6
million after tax, or $0.20 per share) related to the Company's
three-year re-engineering program announced on July 19, 1999.
The charge provides for severance and other exit costs associated
with the decision to close manufacturing plants in Spain and
Argengina, and to restructure manufacturing operations in Japan
and the headquarters for Europe and Asia Pacific. Excluding
the charge, 1999 net income rose $2.9 million, or 12.8 percent,
compared with 1998. The re-engineering project is designed to
increase operating profit return on sales by improving
organizational alignment, increasing the gross margin percentage,
and reducing operating expenses. Of the total 1999 charge,
approximately $12.0 million is cash related and is expected to
be paid in 1999. Total one-time costs to be incurred in
implementing the program are projected to be between $50 million
and $75 million, mainly for severance, information technology
expenditures, and plant closure costs.
For the year-to-date period, sales were $522.2 million, which was
a decline of $29.5 million, or 5.3 percent, from $551.7 million
in 1998. Net income of $32.1 million for the 26 weeks ended June 26,
1999, decreased $6.3 million, or 16.3 percent, from 1998 net
income of $38.4 million. Excluding the 1999 re-engineering
charge, net income compared with 1998 rose $5.3 million, or 13.8
percent, (7.7 percent excluding a favorable foreign exchange impact).
For the first half, the negative impact of foreign exchange on the
sales comparison was $4.7 million, or 1 percentage point, and
the positive impact on the net income comparison was $2.2 million,
or 5 percentage points.
For the quarter, excluding the impact of foreign exchange, sales
improvements in Asia Pacific and in Europe were more than offset
by shortfalls in Latin America and the United States. For the
first six months of 1999, sales in Asia Pacific improved, but
were lower than 1998 in the other three areas. For both the
quarter and first half of 1999, operating profit improved,
excluding the impact of foreign exchange, in all areas other
than the United States. Unallocated expenses in the second
quarter of 1999 were about even with the second quarter of 1998,
but were higher than 1998 by $2.1 million for the first half.
This increase was due primarily to spending for the Company's
integrated direct access initiatives. For the second quarter,
international operations generated in 1999 and 1998, 83 percent
and 82 percent, respectively, of sales and 98 percent and 91
percent, respectively, of operating profit. For the first
half, international operations generated 85 percent of sales
and all of operating profit in both 1999 and 1998.
Costs and Expenses
The cost of goods sold as a percentage of sales was 34.3 percent
and 33.9 percent for the second quarter and first half of 1999,
respectively, compared with 38.3 percent and 37.1 percent for the
respective 1998 periods. All areas improved with the main
contributions coming from less discounting and the sale of a
better mix of products in the United States, and from a streamlined
cost structure in Latin America.
Delivery, sales, and administrative expense as a percentage of sales
was 51.2 percent and 53.0 percent of sales in the second quarter and
first half of 1999, respectively, compared with 48.5 percent and
51.7 percent in the respective 1998 periods. The main factor in
the higher second quarter comparison was higher promotion expense
in Europe and the United States, as programs were put in place to
improve sales force activity and recruiting. For the first half,
expenses fell, but not in proportion to the sales decrease,
reflecting the fact that certain expenses are fixed for a period
of time. This also was a factor in the second quarter comparison.
<PAGE>
Net Interest Expense
In the second quarter and first six months of 1999, the Company
incurred net interest expense of $5.2 million and $9.9 million,
respectively. For the comparable 1998 periods, the Company
incurred net interest expense of $5.3 million and $9.2 million.
In the quarter, the benefit of lower foreign interest rates was
mostly offset through the impact of a greater proportion of
borrowings being made domestically. For the year-to-date period,
the impact on net interest expense of a higher level of outstanding
borrowings more than offset the benefit of lower foreign rates.
Tax Rate
The effective tax rate for the second quarter and first half of
1999 was 23.5 percent compared with 24.5 percent in the comparable
1998 periods and for all of 1998. The effective tax rates are
below the U.S. statutory tax rate, reflecting the availability
of excess foreign tax credits along with low foreign effective
tax rates.
<PAGE>
Regional Results (dollars in millions)
<TABLE>
Europe
<CAPTION>
Positive
(negative)
Increase Restated foreign Percent
(decrease) increase exchange of total
1999 1998 Dollar Percent (decrease) impact 1999 1998
------ ------ ------ ------- -------- -------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Quarter:
Net sales $120.6 $122.8 $ (2.2) (2)% 3% $ (5.5) 44% 43%
Operating
profit 30.9 31.4 (0.5) (1) 2 (1.0) 70 75
First Half:
Net sales $263.7 $268.1 $ (4.4) (2)% (2)% $ (0.1) 50% 48%
Operating
profit 69.4 67.0 2.4 4 1 1.5 87 94
</TABLE>
The increase in Europe's second quarter sales, before the impact of
weaker currencies throughout the region, primarily reflected a volume
related increase in France and the sale of a better mix of products
in Italy, which were greater than the impact of lower volume in
Germany. In France, programs to increase the activity of the
sales force have been successful, and in Italy the productivity of
the sales force improved. In Germany, the decrease in sales
reflected a smaller active sales force, which was a result of
concerns surrounding new social security legislation that was
enacted earlier this year. This legislation imposes a tax on
certain part-time workers. The Company has held meetings with the
German sales force to explain the impact of the new legislation,
as well as to offer financial assistance in addressing this issue
for a period of time to members of the sales force who remain
with the Company for a specified period. This issue could have
a negative impact on German results in future periods. The main
factor in the slight first-half decline in sales, before the
negative foreign exchange impact, was a volume-related decrease
in Germany that was more than offset by a volume-related increase
in France, which were due to the same factors as for the second
quarter.
For both the three- and six-month periods, the slightly better
trends in operating earnings compared with the sales trends
reflect an improved gross margin and lower operating expenses,
which were partially offset by higher spending on promotions. The
primary cause of the negative impact of foreign exchange on the
second quarter and first half comparisons was a weaker euro.
<PAGE>
<TABLE>
Asia Pacific
<CAPTION>
Positive
foreign Percent
Increase Restated exchange of total
1999 1998 Dollar Percent increase impact 1999 1998
------ ------ ------ ------- -------- -------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Quarter:
Net sales $ 63.3 $ 53.2 $ 10.1 19% 9% $ 5.1 23% 19%
Operating
profit 8.1 5.7 2.4 42 17 1.2 18 14
First Half:
Net sales $107.8 $ 97.1 $ 10.7 11% 3% $ 7.7 21% 18%
Operating
profit 8.2 4.7 3.5 74 37 1.3 10 7
</TABLE>
Asia Pacific's second quarter sales increase was from higher volume
in Korea, Japan, Indonesia, and Australia. Similar factors led to
the increase in the first half, except that Japan's six-month sales
volume was lower than in 1998. In Korea and Indonesia, the active
sales force was up significantly reflecting the strong recruiting
in those markets over the last year in which the earnings
opportunity has been particularly attractive. The improvement in
Australia in both periods, and in Japan for the second quarter,
was from a more productive sales force. The shortfall in Japan
for the six-month period reflects a lower active sales force since
the benefit of strong first quarter recruiting did not translate
into active sellers until the second quarter. In terms of operating
profit, the second quarter and first half improvements reflect
the sales volume fluctuations, along with smaller losses in China
and India. Currencies throughout the region strengthened in
comparison with the U.S. dollar in both the second quarter and
first half.
<PAGE>
<TABLE>
Latin America
<CAPTION>
Positive
(negative)
Increase Restated foreign Percent
(decrease) increase exchange of total
1999 1998 Dollar Percent (decrease) impact 1999 1998
------ ------ ------ ------- -------- -------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Quarter:
Net sales $ 43.0 $ 57.3 $(14.3) (25)% (17)% $(5.4) 16% 20%
Operating
profit 4.6 0.7 3.9 + + (0.2) 10 2
First Half:
Net sales $ 74.6 $104.4 $(29.8) (29)% (19)% $(12.3) 14% 19%
Operating
profit 5.3 0.5 4.8 + + 0.1 7 1
+ Increase of more than 100 percent.
</TABLE>
In Latin America, second quarter and first half sales increased in
Mexico, before the impact of a weaker peso, but sales were lower
in the other established markets in the region. The improvement
in Mexico was primarily due to price increases in line with
inflation in the market. The sales shortfalls in the other markets
were due to smaller sales forces resulting mainly from the 1998
decision to significantly reduce the number of distributors.
This action was taken to enhance the opportunity for profitability
of those remaining. The significant improvement in profitability
of both periods reflects 1998 efforts to align the cost structure
of the region's businesses with expected sales. The impact of
foreign exchange on the year-over-year comparisons reflects
weakness in the Mexican and Brazilian currencies.
<PAGE>
<TABLE>
United States
<CAPTION>
Percent of
Decrease total
1999 1998 Dollar Percent 1999 1998
------- ------- ------ ------- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Quarter:
Net sales $ 44.4 $ 49.6 $ (5.2) (10)% 17% 18%
Operating
profit 0.9 3.7 (2.8) (76) 2 9
First Half:
Net sales $ 76.1 $ 82.1 $ (6.0) (7)% 15% 15%
Operating
loss (3.3) (1.7) (1.6) - nm nm
- - Decrease of more than 100 percent.
nm Not meaningful.
</TABLE>
In the United States, the sales decreases in both periods were from
a smaller sales force reflecting the difficulty of recruiting and
motivating consultants in a full employment environment. This
factor was somewhat mitigated by continuing improved sales force
productivity. Second quarter profitability fell more sharply than
sales, and the first-half loss widened as spending on promotions
increased in an attempt to stimulate recruiting, activity of the
sales force, and sales. This was partially mitigated by improved
gross margin percentages reflecting a more favorable mix of sales.
<PAGE>
Financial Condition
Working capital was $77.5 million as of June 26, 1999, compared
with $95.5 million as of the end of 1998. The major changes were
an increase in short-term borrowings, which was partially offset
by lower accounts payable and accrued liabilities and by higher
net accounts receivable. The lower accounts payable and accrued
liabilities balances reflect a seasonal reduction and working
capital management. The higher net receivables balance was the
result of higher sales in Asia Pacific and sales late in the
quarter in Europe. With regard to the level of short-term
borrowings, the Company classifies a portion of its outstanding
borrowings that are due within one year by their terms as non-
current due to its ability and intent that they be outstanding
throughout the succeeding twelve months. Based on the timing
of the Company's cash inflows during the year, as well as the
overall level of short-term borrowings at the end of each period,
a lower amount was classified as current at the end of 1998 than
at the end of the second quarter of 1999. The overall increase
in debt from the end of 1998 was less than the increase in the
portion classified as short term.
Net cash used in operating activities in the first half of 1999
was $0.4 million, compared with $29.4 million provided by operating
activities in the 1998 period. The difference between years was
primarily due to an increase in inventory in 1999 compared with a
decrease in 1998, along with a greater increase in accounts
receivable in 1999. The $19.7 million of cash used in investing
activities was for capital expenditures, primarily for new molds.
As of June 26, 1999, the Company had $300 million available under
its unsecured multicurrency credit facility, which matures in 2002.
The multicurrency credit facility along with $197 million of
other foreign uncommitted lines of credit, and cash generated by
operating activities, are expected to be adequate to finance any
additional working capital needs and capital expenditures.
Year 2000 Issues
The Company has studied the "Year 2000" issues affecting its
information technology and non-information technology systems and
has prepared and completed its plan to address them. The issues
are not expected to have a material adverse effect on the Company's
operations. Although it believes that its remediation plan has
addressed all of its Year 2000 issues, the Company has developed
a contingency plan for business critical systems in the event that
it has not remediated all issues. The Company estimates that the
cost of addressing its Year 2000 issues was $5.3 million. These
costs did not have a material effect on the Company's financial
position or results of operations in any one period in part
because they represented the re-deployment of existing information
technology resources, and because they would have been incurred as
part of normal software upgrades and replacements.
The Company formally communicated with significant suppliers and
other third party companies doing business with the Company to
determine the extent to which the Company's systems and operations
are vulnerable to those third parties' failure to remediate their
Year 2000 issues. Based on the information received from these
third parties, the Company is not aware of any Year 2000 issues
of third parties expected to have a material adverse effect on
its operations; however, there can be no guarantee that the systems
of these other companies will be converted before the turn of the
century or that their failure to do so would not have a material
adverse effect on the Company. Due to the Company's extensive
foreign operations, it is exposed to Year 2000 issues related to
the infrastructures of the countries where these operations are
located; however, the Company is not aware of any specific
issues that have not been addressed through implementation of
its plan.
<PAGE>
PART II
OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The 1999 annual meeting of shareholders of the Registrant
occurred on May 11, 1999. The following matters were voted upon
at the meeting: the election as a director of the Registrant of
each of Clifford J. Grum, Betsy D. Holden, and Angel R. Martinez,
and the ratification of the appointment of PricewaterhouseCoopers
LLP as independent auditors of the Registrant.
The results of the voting were as follows:
Votes Against/ Broker
Matter Voted Votes For Withheld* Abstained Non-Votes
- ---------------- ----------- ------------- --------- ---------
Election of
Clifford J. Grum 50,241,637 385,350 N/A 0
Election of
Betsy D. Holden 50,231,657 395,330 N/A 0
Election of
Angel R. Martinez 50,185,359 441,628 N/A 0
Approval of
Pricewaterhouse-
Coopers LLP 50,425,666 74,012 N/A 0
*Numbers shown for Director elections are votes withheld. For
the other matter voted upon, numbers shown are votes against.
In addition to the directors elected at the meeting, the directors
of the Registrant whose terms of office continued after the meeting
were: Rita Bornstein, E.V. Goings, Joe E. Lee, Bob Marbut, David R.
Parker, Robert M. Price and Joyce M. Roche. As of May 11, 1999,
Ruth M. Davis and Lloyd C. Elam retired from the Board of Directors.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits (numbered in accordance with Item 601 of
Regulation S-K)
(3.2) Amended and Restated By-laws of Tupperware
Corporation.
(27) Financial Data Schedule for the second quarter
of 1999.
(b) Reports on Form 8-K
During the quarter, the Registrant did not file any
current reports on Form 8-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunto duly authorized.
TUPPERWARE CORPORATION
By: Thomas P. O'Neill, Jr.
-------------------------
Senior Vice President,
and Chief Financial Officer
By: Michael S. Poteshman
-------------------------
Vice President and
Controller
Orlando, Florida
August 9, 1999
AMENDED AND RESTATED BY-LAWS
OF
TUPPERWARE CORPORATION
Incorporated under the Laws of the State of Delaware
ARTICLE I.
OFFICES AND RECORDS
Section 1.1. Delaware Office. The principal office of
Tupperware Corporation (the "Corporation") in the State of
Delaware shall be located in the City of Wilmington, County of
New Castle, and the name and address of its registered agent is
The Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware.
Section 1.2. Other Offices. The Corporation may have such
other offices, either within or without the State of Delaware, as
the Board of Directors may from time to time designate or as the
business of the Corporation may from time to time require.
Section 1.3. Books and Records. The books and records of
the Corporation may be kept outside the State of Delaware at such
place or places as may from time to time be designated by the
Board of Directors.
ARTICLE II.
STOCKHOLDERS
Section 2.1. Annual Meeting. The annual meeting of
stockholders of the Corporation shall be held at such place,
either within or without the State of Delaware, and at such
time and date as the Board of Directors, by resolution,
shall determine for the purpose of electing directors and
for the transaction of such other business as may be
properly brought before the meeting. If the Board of
Directors fails so to determine the time, date and place of
meeting, the annual meeting of stockholders shall be held at
the principal office of the Corporation on the first
Thursday in May. If the date of the annual meeting shall
fall upon a legal holiday, the meeting shall be held on the
next succeeding business day.
Section 2.2. Special Meeting. Subject to the rights
of the holders of any series of stock having a preference
over the Common Stock of the Corporation as to dividends or
upon liquidation (the "Preferred Stock") to elect additional
directors under specific circumstances, special meetings of
the stockholders may be called only by the Board of
Directors pursuant to a resolution adopted by a majority of
the total number of directors which the Corporation would
have if there were no vacancies (the "Whole Board").
Section 2.3. Place of Meeting. The Board of Directors
may designate the place of meeting for any meeting of the
stockholders. If no designation is made by the Board of
Directors, the place of meeting shall be the principal
office of the Corporation.
Section 2.4. Notice of Meeting. Written or printed no
tice, stating the place, day and hour of the meeting and the
purpose or purposes for which the meeting is called, shall
be prepared and delivered by the Corporation not less than
ten days nor more than sixty days before the date of the
meeting, either personally or by mail, to each stockholder
of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the
United States mail with postage thereon prepaid, addressed
to the stockholder at such stockholder's address as it
appears on the stock transfer books of the Corporation.
Such further notice shall be given as may be required by
law. Only such business shall be conducted at a special
meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting.
Meetings may be held without notice if all stockholders
entitled to vote are present, or if notice is waived by
those not present in accordance with Section 6.4 of these By-
laws. Any previously scheduled meeting of the stockholders
may be postponed by resolution of the Board of Directors
upon public notice given prior to the time previously
scheduled for such meeting of stockholders.
Section 2.5. Quorum and Adjournment. Except as
otherwise provided by law or by the Certificate of
Incorporation, the holders of a majority of the voting power
of the outstanding shares of the Corporation entitled to
vote generally in the election of directors (the "Voting
Stock"), represented in person or by proxy, shall constitute
a quorum at a meeting of stockholders, except that when
specified business is to be voted on by a class or series
voting as a class, the holders of a majority of the voting
power of the shares of such class or series shall constitute
a quorum for the transaction of such business. The chairman
of the meeting or a majority of the shares of Voting Stock
so represented may adjourn the meeting from time to time,
whether or not there is such a quorum (or, in the case of
specified business to be voted on by a class or series, the
chairman or a majority of the shares of such class or series
so represented may adjourn the meeting with respect to such
specified business). No notice of the time and place of
adjourned meetings need be given except as required by law.
The stockholders present at a duly organized meeting may
continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to
leave less than a quorum.
Section 2.6. Proxies. At all meetings of
stockholders, a stockholder may vote by proxy executed in
writing by the stockholder or as may be permitted by law, or
by such stockholder's duly authorized attorney-in-fact.
Such proxy must be filed with the Secretary of the
Corporation or such stockholder's representative at or
before the time of the meeting.
Section 2.7. Notice of Stockholder Business and
Nominations.
(A) Annual Meetings of Stockholders. (1) Nominations
of persons for election to the Board of Directors of the
Corporation and the proposal of business to be considered by
the stockholders may be made at an annual meeting of
stockholders (a) pursuant to the Corporation's notice of
meeting delivered pursuant to Section 2.4 of these By-laws,
(b) by or at the direction of the Board of Directors or (c)
by any stockholder of the Corporation who is entitled to
vote at the meeting, who complied with the notice procedures
set forth in clauses (2) and (3) of this paragraph (A) of
this By-law and who was a stockholder of record at the time
such notice is delivered to the Secretary of the
Corporation.
(2) For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant
to clause (c) of paragraph (A)(1) of this By-law, the
stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation and such other business
must otherwise be a proper matter for stockholder action.
To be timely, a stockholder's notice shall be delivered to
the Secretary at the principal office of the Corporation not
less than seventy days nor more than ninety days prior to
the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date
of an annual meeting is advanced by more than thirty days,
or delayed by more than seventy days, from the first
anniversary date of the previous year's annual meeting,
notice by the stockholder to be timely must be so delivered
not earlier than the ninetieth day prior to such annual meet
ing and not later than the close of business on the later of
the seventieth day prior to such annual meeting or the tenth
day following the day on which public announcement of the
date of such meeting is first made by the Corporation. For
purposes of determining whether a stockholder's notice shall
have been delivered in a timely manner for the 1997 annual
meeting, the first anniversary of the previous year's
meeting shall be deemed to be May 2, 1997. Such
stockholder's notice shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or re-
election as a director all information relating to such person
that is required to be disclosed in solicitations of proxies
for election of directors, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and the regulations
promulgated thereunder, including such person's written consent
to being named in the proxy statement as a nominee and to serving
as a director if elected; (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting
and any material interest in such business of such stockholder
and the beneficial owner, if any, on whose behalf the proposal
is made; and (c) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination
or proposal is made (i) the name and address of such
stockholder, as they appear on the Corporation's books, and
of such beneficial owner and (ii) the class and number of
shares of the Corporation which are owned beneficially and
of record by such stockholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of
paragraph (A)(2) of this By-law to the contrary, in the
event that the number of directors to be elected to the
Board of Directors of the Corporation is increased and there
is no public announcement by the Corporation naming all of
the nominees for director or specifying the size of the
increased Board of Directors made by the Corporation at
least eighty days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice
required by this By-law shall also be considered timely, but
only with respect to nominees for any new positions created
by such increase, if it shall be delivered to the Secretary
at the principal office of the Corporation not later than
the close of business on the tenth day following the day on
which such public announcement is first made by the
Corporation. For purposes of determining whether a
stockholder's notice shall have been delivered in a timely
manner for the 1997 annual meeting, the first anniversary of
the previous year's meeting shall be deemed to be May 2, 1997.
(B) Special Meetings of Stockholders. Only such
business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting
pursuant to the Corporation's notice of meeting pursuant to
Section 2.4 of these By-laws. Nominations of persons for
election to the Board of Directors may be made at a special
meeting of stockholders at which directors are to be elected
pursuant to the Corporation's notice of meeting (a) by or at
the direction of the Board of Directors or (b) by any
stockholder of the Corporation who is entitled to vote at
the meeting, who complies with the notice procedures set
forth in this By-law and who is a stockholder of record at
the time such notice is delivered to the Secretary of the
Corporation. Nominations by stockholders of persons for
election to the Board of Directors may be made at such a
special meeting of stockholders if the stockholder's notice
as required by paragraph (A)(2) of this By-law shall be
delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the ninetieth
day prior to such special meeting and not later than the
close of business on the later of the seventieth day prior
to such special meeting or the tenth day following the day
on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the
Board of Directors to be elected at such meeting.
(C) General. (1) Only persons who are nominated in
accordance with the procedures set forth in this By-law
shall be eligible to serve as directors and only such
business shall be conducted at a meeting of stockholders as
shall have been brought before the meeting in accordance
with the procedures set forth in this By-law. Except as
otherwise provided by law, the Certificate of Incorporation
or these By-laws, the chairman of the meeting shall have the
power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made
or proposed in accordance with the procedures set forth in
this By-law and, if any proposed nomination or business is
not in compliance with this By-law, to declare that such
defective proposal or nomination shall be disregarded.
(2) For purposes of this By-law, "public announcement"
shall mean disclosure in a press release reported by the Dow
Jones News Service, Associated Press or comparable national
news service or in a document publicly filed by the
Corporation with the Securities and Exchange commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this
By-law, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth
in this By-law. Nothing in this By-law shall be deemed to
affect any rights of stockholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to
Rule 14a-8 under the Exchange Act.
Section 2.8. Procedure for Election of Directors.
Election of directors at all meetings of the stockholders at
which directors are to be elected shall be by written
ballot, and, subject to the rights of the holders of any
series of Preferred Stock to elect additional directors
under specific circumstances, a plurality of the votes cast
thereat shall elect. Except as otherwise provided by law,
the Certificate of Incorporation or these By-laws, all
matters other than the election of directors submitted to
the stockholders at any meeting shall be decided by a
majority of the votes cast with respect thereto.
Section 2.9. Inspectors of Elections; Opening and Closing
the Polls. (A) The Board of Directors by resolution shall
appoint one or more inspectors, which inspector or inspectors
may include individuals who serve the Corporation in other
capacities, including, without limitation, as officers,
employees, agents or representatives of the Corporation, to act
at a meeting of stockholders and make a written report thereof.
One or more persons may be designated as alternate inspectors to
replace any inspector who fails to act. If no inspector or
alternate has been appointed to act, or if all inspectors or
alternates who have been appointed are unable to act at a meeting
of stockholders, the chairman of the meeting shall appoint one
or more inspectors to act at the meeting. Each inspector,
before discharging his or her duties, shall take and sign an
oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his or her
ability. The inspectors shall have the duties prescribed by
the General Corporation Law of the State of Delaware.
(B) The secretary of the meeting shall fix and
announce at the meeting the date and time of the opening and
the closing of the polls for each matter upon which the
stockholders will vote at a meeting.
Section 2.10. No Stockholder Action by Written
Consent. Subject to the rights of the holders of any series
of Preferred Stock to elect additional directors under
specific circumstances, any action required or permitted to
be taken by the stockholders of the Corporation must be
effected at an annual or special meeting of stockholders of
the Corporation and may not be effected by any consent in
writing by such stockholders.
ARTICLE III.
BOARD OF DIRECTORS
Section 3.1. General Powers. The business and affairs
of the Corporation shall be managed by or under the
direction of its Board of Directors. In addition to the
powers and authorities by these By-laws expressly conferred
upon them, the Board of Directors may exercise all such
powers of the Corporation and do all such lawful acts and
things as are not by law or by the Certificate of
Incorporation or by these By-laws required to be exercised
or done by the stockholders.
Section 3.2. Number, Tenure and Qualifications.
Subject to the rights of the holders of any series of
Preferred Stock to elect directors under specific
circumstances, the number of directors shall be fixed from
time to time exclusively pursuant to a resolution adopted by
a majority of the Whole Board but shall consist of not less
than three directors. The directors, other than those who
may be elected by the holders of any series of Preferred
Stock, or any other series or class of stock, shall be
divided, with respect to the time for which they severally
hold office, into three classes, as nearly equal in number
as possible, with the term of office of the first class to
expire at the 1997 annual meeting of stockholders, the term
of office of the second class to expire at the 1998 annual
meeting of stockholders and the term of office of the third
class to expire at the 1999 annual meeting of stockholders.
Each director shall hold office until his or her successor
shall have been duly elected and qualified. At each annual
meeting of stockholders, commencing with the 1997 annual
meeting, (i) directors elected to succeed those directors
whose terms then expire shall be elected for a term of
office to expire at the third succeeding annual meeting of
stockholders after their election, with each director to
hold office until his or her successor shall have been duly
elected and qualified, and (ii) if authorized by a
resolution of the Board of Directors, directors may be
elected to fill any vacancy on the Board of Directors,
regardless of how such vacancy shall have been created.
Section 3.3. Regular Meetings. A regular meeting of
the Board of Directors may be held without other notice than
this By-law immediately after, and at the same place as,
each annual meeting of stockholders. The Board of Directors
may, by resolution, provide the time and place for the
holding of additional regular meetings without other notice
than such resolution.
Section 3.4. Special Meetings. Special meetings of
the Board of Directors shall be called at the request of the
Chairman of the Board, the Chief Executive Officer or a
majority of the Board of Directors, and special meetings of
any committee of the Board of Directors may be called by the
Chairperson of the committee or a majority of the members of
the committee. The person or persons authorized to call
special meetings of the Board of Directors or committees
thereof may fix the place and time of the meetings.
Section 3.5. Notice. Notice of any special meeting
shall be given to each director at such director's business
or residence in writing or by telegram or by telephone
communication. If mailed, such notice shall be deemed
adequately delivered when deposited in the United States
mails so addressed, with postage thereon prepaid, at least
five days before such meeting. If by telegram, such notice
shall be deemed adequately delivered when the telegram is
delivered to the telegraph company at least twenty-four
hours before such meeting. If by facsimile transmission,
such notice shall be transmitted at least twenty-four hours
before such meeting. If by telephone, the notice shall be
given at least twelve hours prior to the time set for the
meeting. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of
Directors need be specified in the notice of such meeting,
except for amendments to these By-laws as provided under
Section 7.1 of Article VII hereof. A meeting may be held at
any time without notice if all the directors are present or
if those not present waive notice of the meeting in writing,
either before or after such meeting.
Section 3.6. Quorum. A whole number of directors
equal to at least one third of the Whole Board shall
constitute a quorum for the transaction of business, but if
at any meeting of the Board of Directors there shall be less
than a quorum present, a majority of the directors present
may adjourn the meeting from time to time without further
notice. The act of the majority of the directors present at
a meeting at which a quorum is present shall be the act of
the Board of Directors. The directors present at a duly
organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
directors to leave less than a quorum.
Section 3.7. Vacancies. Subject to the rights of the
holders of any series of Preferred Stock to elect additional
directors under specific circumstances, and unless the Board
of Directors otherwise determines, vacancies resulting from
death, resignation, retirement, disqualification, removal
from office or other cause, and newly created directorships
resulting from any increase in the authorized number of
directors, may be filled only by the affirmative vote of a
majority of the remaining directors, though less than a
quorum of the Board of Directors, and directors so chosen
shall hold office for a term expiring at the annual meeting
of stockholders at which the term of office of the class to
which they have been elected expires and until such
director's successor shall have been duly elected and
qualified. No decrease in the number of authorized directors
constituting the Whole Board shall shorten the term of any
incumbent director.
Section 3.8. Executive and Other Committees. The Board
of Directors may, by resolution adopted by a majority of the
Whole Board, designate an Executive Committee to exercise,
subject to applicable provisions of law, all the powers of the
Board in the management of the business and affairs of the
Corporation when the Board of Directors is not in session,
including without limitation the power to declare dividends,
to authorize the issuance of the Corporation's capital stock
and to adopt a certificate of ownership and merger pursuant to
Section 253 of the General Corporation Law of the State of
Delaware, and may, by resolution similarly adopted, designate one
or more other committees. The Executive Committee and each such
other committee shall consist of two or more directors of the
Corporation. The Board of Directors may designate one or
more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting
of the committee. Any such committee may to the extent
permitted by law exercise such powers and shall have such
responsibilities as shall be specified in the designating
resolution. In the absence or disqualification of any
member of such committee or committees, the member or members
thereof present at any meeting and not disqualified from voting,
whether or not constituting a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting
in the place of any such absent or disqualified member. Each
committee shall keep written minutes of its proceedings and
shall report such proceedings to the Board of Directors when
required.
A majority of any committee may determine its action
and fix the time and place of its meetings, unless the Board
of Directors shall otherwise provide. Notice of such
meetings shall be given to each member of the committee in
the manner provided for in Section 3.5 of these By-laws.
The Board of Directors shall have power at any time to fill
vacancies in, to change the membership of, or to dissolve
any such committee. Nothing herein shall be deemed to
prevent the Board of Directors from appointing one or more
committees consisting in whole or in part of persons who are
not directors of the Corporation; provided, however, that no
such committee shall have or may exercise any authority of
the Board of Directors.
Section 3.9. Removal. Subject to the rights of the
holders of any series of Preferred Stock to elect additional
directors under specific circumstances, any director, or the
entire Board of Directors, may be removed from office at any
time, but only for cause and only by the affirmative vote of
the holders of at least 80 percent of the voting power of
the then outstanding Voting Stock, voting together as a
single class.
ARTICLE IV.
OFFICERS
Section 4.1. Elected Officers. The elected officers
of the Corporation shall be a Chairman of the Board, a Chief
Executive Officer, one or more Vice Presidents, a Secretary,
and such other officers (including, without limitation, a
President) as the Board of Directors from time to time may
deem proper. The Chairman of the Board may also serve as
the Chief Executive Officer. The Chairman of the Board
shall be chosen from the directors. All officers chosen by
the Board of Directors shall each have such powers and
duties as generally pertain to their respective offices,
subject to the specific provisions of this Article IV. Such
officers shall also have powers and duties as from time to
time may be conferred by the Board of Directors or by any
committee thereof.
Section 4.2. Election and Term of Office. The elected
officers of the Corporation shall be elected annually by the
Board of Directors at the regular meeting of the Board of
Directors held at the time of each annual meeting of the
stockholders. If the election of officers shall not be held
at such meeting, such election shall be held as soon
thereafter as convenient. Subject to Section 4.8 of these
By-laws, each officer shall hold office until such officer's
successor shall have been duly elected and shall have
qualified or until such officer's death or until such
officer shall resign.
Section 4.3. Chairman of the Board. The Chairman of
the Board shall preside at all meetings of the stockholders
and of the Board of Directors. The Chairman shall make
reports to the Board of Directors and the stockholders, and
shall perform all such other duties as are properly required
of him by the Board of Directors.
Section 4.4. Chief Executive Officer. The Chief Executive
Officer shall be responsible for the general management of the
affairs of the Corporation and shall perform all duties incidental
to the Chief Executive Officer's office which may be required by
law and all such other duties as are properly required of him by
the Board of Directors. The Chief Executive Officer shall see that
all orders and resolutions of the Board of Directors and of any
committee thereof are carried into effect.
Section 4.5. President. The President (if one shall have
been chosen by the Board of Directors) shall act in a general
executive capacity and shall assist the Chairman of the Board
in the administration and operation of the Corporation's business
and general supervision of its policies and affairs. The President
shall, in the absence of or because of the inability to act of the
Chairman of the Board, perform all duties of the Chairman of the
Board and preside at all meetings of stockholders and of the Board
of Directors. The President may sign, alone or with the Secretary,
or an Assistant Secretary, or any other proper officer of the
Corporation authorized by the Board of Directors, certificates,
contracts, and other instruments of the Corporation as authorized
by the Board of Directors.
Section 4.6. Vice Presidents. Each Vice President
shall have such powers and perform such duties as from time
to time may be assigned to him or her by the Board of
Directors or be delegated to him or her by the President.
The Board of Directors may assign to any Vice President
general supervision and charge over any territorial or
functional division of the business and affairs of the
Corporation.
Section 4.7. Secretary. The Secretary shall give, or
cause to be given, notice of all meetings of stockholders
and directors and all other notices required by law or by
these By-laws, and in case of the Secretary's absence or
refusal or neglect so to do, any such notice may be given by
any person thereunto directed by the Chairman of the Board,
the Chief Executive Officer, or by the Board of Directors,
upon whose request the meeting is called as provided in
these By-laws. The Secretary shall record all the
proceedings of the meetings of the Board of Directors, any
committees thereof and the stockholders of the Corporation
in a book to be kept for that purpose, and shall perform
such other duties as may be assigned to him by the Board of
Directors, the Chairman of the Board or the Chief Executive
Officer. The Secretary shall have the custody of the seal
of the Corporation and shall affix the same to all
instruments requiring it, when authorized by the Board of
Directors, the Chairman of the Board or the Chief Executive
Officer, and attest to the same.
Section 4.8. Removal. Any officer elected by the
Board of Directors may be removed by a majority of the
members of the Whole Board whenever, in their judgment, the
best interests of the Corporation would be served thereby.
No elected officer shall have any contractual rights against
the Corporation for compensation by virtue of such election
beyond the date of the election of such officer's successor
or such officer's death, resignation or removal, whichever
event shall first occur, except as otherwise provided in an
employment contract or an employee plan.
Section 4.9. Vacancies. A newly created office and a
vacancy in any office because of death, resignation, or
removal may be filled by the Board of Directors for the
unexpired portion of the term at any meeting of the Board of
Directors.
ARTICLE V.
STOCK CERTIFICATES AND TRANSFERS
Section 5.1. Stock Certificates and Transfers.
(A) The interest of each stockholder of the
Corporation shall be evidenced by certificates for shares of
stock in such form as the appropriate officers of the
Corporation may from time to time prescribe, unless it shall
be determined by, or pursuant to, a resolution adopted by
the Board of Directors that the shares representing such
interest be uncertificated. The shares of the stock of the
Corporation shall be transferred on the books of the Corporation
by the holder thereof in person or by such person's attorney,
upon surrender for cancellation of certificates for the same
number of shares, with an assignment and power of transfer
endorsed thereon or attached thereto, duly executed, with such
proof of the authenticity of the signature as the Corporation or
its agents may reasonably require.
(B) The certificates of stock shall be signed, counter
signed and registered in such manner as the Board of Directors
may by resolution prescribe, which resolution may permit all or
any of the signatures on such certificates to be in facsimile.
In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate
has ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer, transfer agent
or registrar at the date of issue.
ARTICLE VI.
MISCELLANEOUS PROVISIONS
Section 6.1. Fiscal Year. The fiscal year of the
Corporation shall be determined by resolution of the Board
of Directors.
Section 6.2. Dividends. The Board of Directors may from
time to time declare, and the Corporation may pay, dividends
on its outstanding shares in the manner and upon the terms and
conditions provided by law and its Certificate of Incorporation.
Section 6.3. Seal. The corporate seal may bear in the
center the emblem of some object, and shall have inscribed
thereunder the words "Corporate Seal" and around the margin
thereof the words "Tupperware Corporation -- Delaware."
Section 6.4. Waiver of Notice. Whenever any notice is
required to be given to any stockholder or director of the
Corporation under the provisions of the General Corporation
Law of the State of Delaware, a waiver thereof in writing,
signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice. Neither the
business to be transacted at, nor the purpose of, any annual
or special meeting of the stockholders or of the Board of
Directors need be specified in any waiver of notice of such
meeting.
Section 6.5. Audits. The accounts, books and records
of the Corporation shall be audited upon the conclusion of
each fiscal year by an independent certified public
accountant selected by the Board of Directors, and it shall
be the duty of the Board of Directors to cause such audit to
be made annually.
Section 6.6. Resignations. Any director or any officer,
whether elected or appointed, may resign at any time by serving
written notice of such resignation on the Chairman of the Board,
the Chief Executive Officer, the President, if any, or the
Secretary, and such resignation shall be deemed to be effective
as of the close of business on the date said notice is received
by the Chairman of the Board, the Chief Executive Officer, the
President, if any, or the Secretary or at such later date as is
stated therein. No formal action shall be required of the Board
of Directors or the stockholders to make any such resignation
effective.
Section 6.7. Indemnification and Insurance. (A) Each
person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit, or
proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the
fact that he or she or a person of whom he or she is the
legal representative is or was a director, officer or
employee of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee
or agent of any other corporation or of a partnership, joint
venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the General
Corporation Law of the State of Delaware as the same exists
or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights
than said law permitted the Corporation to provide prior to
such amendment), against all expense, liability and loss
(including, without limitation, attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or
to be paid in settlement) reasonably incurred by such person
in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided,
however, that except as provided in paragraph (B) of Section
6.7 of these By-laws with respect to proceedings seeking to
enforce rights to indemnification, the Corporation shall
indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof)
initiated by such person was authorized by the Board of
Directors of the Corporation.
(B) If a claim under paragraph (A) of this By-law is
not paid in full by the Corporation within thirty days after
a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and,
if successful in whole or in part, the claimant also shall
be entitled to be paid the expense of prosecuting such
claim. It shall be a defense to any such action (other than
an action brought to enforce a claim for expenses incurred
in defending any proceeding in advance of its final
disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it
permissible under the General Corporation Law of the State
of Delaware for the Corporation to indemnify the claimant
for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of
the Corporation (including its Board of Directors,
independent legal counsel or stockholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the
circumstances because he or she has met the applicable
standard of conduct set forth in the General Corporation Law
of the State of Delaware, nor an actual determination by the
Corporation (including its Board of Directors, independent
legal counsel or stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not
met the applicable standard of conduct.
(C) Following any "change of control" of the
Corporation of the type required to be reported under Item 1
of Form 8-K promulgated under the Exchange Act, any
determination as to entitlement to indemnification shall be
made by independent legal counsel selected by the claimant
which independent legal counsel shall be retained by the
Board of Directors on behalf of the Corporation.
(D) The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its
final disposition conferred in this By-law shall not be exclusive
of any other right which any person may have or here after acquire
under any statute, provision of the Certificate of Incorporation,
By-laws, agreement, vote of stockholders or disinterested directors
or otherwise.
(E) The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person
against such expense, liability or loss under the General
Corporation Law of the State of Delaware.
(F) The Corporation may, to the extent authorized from
time to time by the Board of Directors, grant rights to
indemnification, and rights to be paid by the Corporation
the expenses incurred in defending any proceeding in advance
of its final disposition, to any agent of the Corporation to
the fullest extent of the provisions of this By-law with
respect to the indemnification and advancement of expenses
of directors, officers and employees of the Corporation.
(G) The right to indemnification conferred in this
By-law shall be a contract right and shall include the right
to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final
disposition; provided, however, that if the General
Corporation Law of the State of Delaware requires, the
payment of such expenses incurred by a director or officer
in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by
such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only
upon delivery to the Corporation of an undertaking by or on
behalf of such director or officer, to repay all amounts so
advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under
this By-law or otherwise.
(H) Any amendment or repeal of this Article VI shall not
adversely affect any right or protection existing hereunder in
respect of any act or omission occurring prior to such amendment
or repeal.
ARTICLE VII.
AMENDMENTS
Section 7.1. Amendments. These By-laws may be amended,
added to, rescinded or repealed at any meeting of the Board of
Directors or of the stockholders, provided notice of the proposed
change was given in the notice of the meeting and, in the case of
a meeting of the Board of Directors, in a notice given no less
than twenty-four hours prior to the meeting; provided, however,
that, in the case of amendments by stockholders, notwithstanding
any other provisions of these By-laws or any provision of law
which might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of any particular
class or series of the stock required by law, the Certificate of
Incorporation or these By-laws, the affirmative vote of the
holders of at least 80 percent of the voting power of the then
outstanding Voting Stock, voting together as a single class,
shall be required to alter, amend or repeal any provision of
these By-laws.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
TUPPERWARE CORPORATION'S SECOND QUARTER 1999 FINANCIAL STATEMENTS AS FILED IN
ITS QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-25-1999
<PERIOD-START> DEC-27-1998
<PERIOD-END> JUN-26-1999
<CASH> 21,900
<SECURITIES> 0
<RECEIVABLES> 128,200
<ALLOWANCES> 26,300
<INVENTORY> 155,300
<CURRENT-ASSETS> 394,500
<PP&E> 919,000
<DEPRECIATION> 675,900
<TOTAL-ASSETS> 813,600
<CURRENT-LIABILITIES> 317,000
<BONDS> 270,900
0
0
<COMMON> 600
<OTHER-SE> 128,600
<TOTAL-LIABILITY-AND-EQUITY> 813,600
<SALES> 522,200
<TOTAL-REVENUES> 522,200
<CGS> 177,200
<TOTAL-COSTS> 177,200
<OTHER-EXPENSES> 1,400
<LOSS-PROVISION> 4,800
<INTEREST-EXPENSE> 11,100
<INCOME-PRETAX> 42,000
<INCOME-TAX> 9,900
<INCOME-CONTINUING> 32,100
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 32,100
<EPS-BASIC> 0.56
<EPS-DILUTED> 0.56
