SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
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, 1999
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, 1999 and 1998
<PAGE>
Report of Independent Certified Public Accountants
To the Participants and Administrator of
the Tupperware Corporation Retirement Savings Plan
In our opinion, the accompanying statements of net assets
available for plan benefits and the related statements of changes
in net assets available for plan benefits present fairly, in all
material respects, the net assets available for benefits of the
Tupperware Corporation Retirement Savings Plan (the Plan) at
December 31, 1999 and 1998, and the changes in net assets
available for benefits for the years ended December 31, 1999 and
1998 in conformity with accounting principles generally accepted
in the United States. 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 of these statements in accordance
with auditing standards generally accepted in the United States,
which 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes, of investment
assets both acquired and disposed of, and of reportable transactions
are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. These
supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules 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 19, 2000
<PAGE>
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
1999 1998
ASSETS ----------- -----------
Investments $91,899,687 $83,729,746
----------- -----------
Receivables:
Due from brokers for securities
sold 26,540 39,792
Accrued income 352,963 339,260
Company contributions 3,386 64,025
Employees' contributions 696 71,191
----------- -----------
Total receivables 383,585 514,268
----------- -----------
TOTAL ASSETS 92,283,272 84,244,014
----------- -----------
LIABILITIES
Accrued expenses 88,875 104,848
Due to brokers for securities
purchased 189,646 187,581
----------- -----------
TOTAL LIABILITIES 278,521 292,429
----------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $92,004,751 $83,951,585
----------- -----------
The accompanying notes are an integral part of these financial
statements.
<PAGE>
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1999 and 1998
1999 1998
----------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AT BEGINNING OF YEAR $83,951,585 $86,951,446
----------- -----------
ADDITIONS TO NET ASSETS
Net Company contributions 2,155,285 2,088,345
Employees' contributions 2,191,957 2,191,159
Employees' rollovers 101,254 3,374
Net realized gain on sale
of investments 3,658,414 3,004,061
Change in unrealized appreciation/
depreciation in fair value
of investments 5,869,545 (5,705,094)
Interest and dividend income 4,824,382 4,556,479
----------- -----------
TOTAL ADDITIONS 18,800,837 6,138,324
----------- -----------
DEDUCTIONS FROM NET ASSETS
Distributions to participants for
benefit payments 10,320,124 8,716,094
Administrative expenses 427,547 422,091
----------- ------------
TOTAL DEDUCTIONS 10,747,671 9,138,185
----------- ------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $92,004,751 $83,951,585
----------- -----------
The accompanying notes are an integral part of these financial
statements.
<PAGE>
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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), a subsidiary of Deutsche Bank.
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 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 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 matching
contributions to the Plan are $0.50 for every $1.00 the
participant contributes from 1% to 6% of eligible compensation,
and Company basic contributions are an amount equal to 3% of
eligible compensation up to the Social Security Wage Base (the
SSWB) of $72,600 for 1999 and $68,400 for 1998, and 6% of eligible
compensation above the SSWB.
Participants elect to invest their contributions and the basic
Company contribution in 1% increments in nine investment funds
which invest in fixed income securities, large capitalization
equities, small capitalization equities, international equities
and Company stock. 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.
Vesting and Distribution Options
Participants are fully vested in the current value of their
contributions and earnings thereon, and become fully vested in the
Company contributions and related earnings credited to
their accounts based upon their years of service as shown in the
following table:
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. Repayments of principal and interest
are credited to the borrowing participant's account and 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 year ended
December 31, 1999 and 1998 were $86,238 and $87,449, 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 valued at contract value.
Security Transactions and Investment Income
Purchases and sales of investments by the Trust are recorded on a
trade date basis. When investments are sold, the difference
between the original cost (computed on an average cost basis) and
the proceeds received is recorded as a realized gain or loss.
Interest and dividend income are recorded when earned.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and
the reported amounts of additions to and deductions from net
assets during the reporting period. Actual results could differ
from those estimates.
Payments to Withdrawing Participants
The Plan records payments to withdrawing participants at the time
of disbursement, in accordance with the AICPA Audit and Accounting
Guide - "Audits of Employee Benefit Plans." Under the rules for
preparation of its Form 5500, the Plan reflects an accrual for the
amount to be paid to participants who have withdrawn from the Plan
prior to year end, 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, 1999 and December 31, 1998 were $109,412 and
$143,520, respectively.
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, 1999 and
1998 are as follows:
Current Value Current Value
Description 1999 1998
------------- ------------
Tupperware Corporation Common Stock* $11,329,578 $10,339,946
Bankers Trust Company,
Institutional Equity 500 Fund 24,521,446 21,544,211
Miller, Anderson & Sherrerd
Group Annuity, 8.085% 14,955,387 15,285,363
Standish, Ayer & Wood
Group Annuity, 7.606% 14,859,421 15,188,722
Dimensional Fund Advisors, Inc.
US Small Cap High Book and
Market Portfolio 6,311,394 4,814,214
Pilgrim Baxter & Assoc.,
PBGH Growth Fund 6,725,890 5,314,246
Other 13,196,571 11,243,044
----------- -----------
Total Assets Held for Investment $91,899,687 $83,729,746
----------- -----------
* Includes nonparticipant-directed amounts
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated in value by $9,527,959 as follows:
Common stock $ 599,782
Registered investment companies 8,928,177
----------
$9,527,959
----------
NOTE 6 - NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of
the changes in net assets relating to the fund containing the
nonparticipant-directed investments as of December 31 is as
follows:
Company Stock Fund 1999 1998
----------- -----------
Net Assets:
Tupperware Corporation
common stock $11,329,578 $10,339,946
Short-term investments 546,090 410,150
Receivables 148,859 187,579
Transfers from clearing account - 127,777
Other liabilities (4,202) (4,202)
----------- -----------
$12,020,325 $11,061,250
----------- -----------
Year Ended
December 31, 1999
-----------------
Changes in Net Assets:
Contributions $ 1,329,323
Participant loans, net (14,169)
Dividend & interest income 598,993
Realized gain 236,221
Change in unrealized appreciation/
depreciation in fair value of investments 363,561
Benefits paid to participants (1,421,567)
Administrative expenses (48,132)
Transfers to participant-directed investments (85,155)
-----------
$ 959,075
-----------
NOTE 7 - 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. Amounts paid to Bankers Trust were for
trustee and performance management fees; no fees were paid by the
Plan for investment management services for the years ended
December 31, 1999 and 1998.
NOTE 8 - 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:
1999 1998
----------- -----------
Net assets available for plan
benefits per the financial
statements $92,004,751 $83,951,585
Less: participant distributions
payable (109,412) (143,520)
----------- -----------
Net assets available for
plan benefits per Form 5500 $91,895,339 $83,808,065
----------- -----------
The following is a reconciliation of benefits paid to participants
per the financial statements to Form 5500:
1999 1998
----------- ----------
Benefits paid to participants per
the financial statements $10,320,124 $8,716,094
Decrease in distributions allocated
to withdrawing participants (34,108) (547,420)
----------- ----------
Distributions to participants
per Form 5500 $10,286,016 $8,168,674
----------- ----------
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>
Schedule I
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
Par Value or Current or
Number of Estimated
Description Shares Cost Value
-------------------------- ------------ ----------- -----------
INTEREST INCOME CONTRACTS
Miller, Anderson & Sherrerd
Group Annuity 8.085% $14,955,387 $14,955,387 $14,955,387
Standish, Ayer & Wood Group
Annuity 7.606% 14,859,421 14,859,421 14,859,421
----------- -----------
TOTAL INTEREST INCOME CONTRACTS 29,814,808 29,814,808
----------- -----------
COLLECTIVE/COMMON TRUST
*Bankers Trust Company
Pyramid Directed Cash
Account 4,057,329 4,057,329 4,057,329
----------- -----------
REGISTERED INVESTMENT COMPANIES
*Bankers Trust Company
Institutional Equity 500 Fund 132,915 14,165,017 24,521,446
Dimensional Fund Advisors, Inc.
US Small Cap High Book and
Market Portfolio 339,870 6,219,891 6,311,394
Pilgrim Baxter & Assoc.,
PBHG Growth Fund 141,956 2,971,600 6,725,890
Morgan Stanley Asset Mgmt.,
Inc. Institutional Fund
International Equity, Class A 154,734 2,867,721 3,037,427
Putnam International Growth
Fund, Class A 111,446 2,272,856 3,307,728
----------- -----------
TOTAL REGISTERED INVESTMENT
COMPANIES 28,497,085 43,903,885
----------- -----------
Tupperware Corporation,
Common Stock, $0.01 par 668,905 15,625,291 11,329,578
Retirement Savings Plan
Participant Loan Fund Interest
Rate Range: 7%-10%; Terms
from 1 Year to 5 Years $2,794,087 2,794,087 2,794,087
----------- -----------
TOTAL INVESTMENTS $80,788,600 $91,899,687
----------- -----------
* Bankers Trust is the Trustee of the Plan and, therefore, is
identified as a party-in-interest
<PAGE>
Schedule II
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
SCHEDULE OF INVESTMENT ASSETS BOTH ACQUIRED AND DISPOSED OF
DURING THE YEAR ENDED DECEMBER 31, 1999
Par Value or
Number of Purchase Sales
Description Shares Cost Proceeds
----------------------------- ------------ ---------- ----------
Security Life of Denver
Contract $ 13,758 $ 13,758
#FV0108B, 3.87%, 7/20/99 490,397 $ 490,397
Miller, Anderson & Sherrerd
Group Annuity 1,076,788 1,076,788
8.085% 1,406,763 1,406,763
Standish, Ayer & Wood Group
Annuity 1,077,462 1,077,462
7.606% 1,406,763 1,406,763
Participant Loans 1,494,179 1,494,179
Various rates and durations 1,186,640 1,186,640
<PAGE>
Schedule III
TUPPERWARE CORPORATION RETIREMENT SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
DURING THE YEAR ENDED DECEMBER 31, 1999
Cumulative Transactions by Issue
Exceeding 5% of Net Assets
Bankers Trust Company
Bankers Trust Pyramid
Directed Cash Account
Purchases Sales
------------------------ ------------------------------------------------
Number of Number of Gain
Transactions Amount Transactions Cost Amount on Sale
------------ ----------- ------------ ----------- ----------- ----------
350 $28,985,057 346 $28,129,892 $28,129,892 $ 0
Bankers Trust Company
Bankers Trust
Institutional
Equity 500 Fund
Purchases Sales
----------------------- -------------------------------------------------
Number of Number of Gain
Transactions Amount Transactions Cost Amount on Sale
------------ --------- ------------- ---------- ---------- -----------
111 $4,534,708 146 $3,086,705 $5,298,998 $2,212,293
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange
Act of 1934, the trustees (or other persons who administer the
employee benefit plan) have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: June 26, 2000
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.
[TYPE]EX-23
[DESCRIPTION]CONSENT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 333-18331) of Tupperware
Corporation of our report dated June 19, 2000 relating to the
financial statements of the Tupperware Corporation Retirement
Savings Plan, which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Orlando, Florida
June 26, 2000
