SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Event Reported: November 1, 1995
PREMARK INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9256 36-3461320
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1717 Deerfield Road, Deerfield, Illinois 60015
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708)
405-6000
5. Other Events
On November 1, 1995, the Registrant announced a plan
(the implementation of which is subject to the execution of
definitive agreements and the receipt of various
governmental approvals) providing for, among other things, a
pro rata distribution to the Registrant's shareholders of
all of the stock of a corporation owning the Registrant's
Tupperware business. A copy of the press release of the
Registrant, dated November 1, 1995, containing additional
information concerning such plan and related matters is
attached to and made a part of this Report.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits (numbered in accordance with Item
601 of Regulation S-K)
(28) Press release dated November 1, 1995
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.
Deerfield, Illinois PREMARK INTERNATIONAL, INC.
November 2, 1995
By: John M. Costigan
Senior Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
Exhibit No. Description Page
(28) Press release dated November 1, 5
1995
(Exhibit 28)
DEERFIELD, Ill., November 1, 1995 -- Premark
International, Inc. announced today that its board of
directors authorized management to establish its Tupperware
subsidiary as an independent company through a stock
distribution to Premark shareholders.
The new company will be called Tupperware Corporation
with headquarters in Orlando, Fla. Tupperware had sales of
$1.3 billion and segment profit of $200 million in 1994. As
the remaining corporation, Premark International, Inc. will
be composed of PMI Food Equipment Group, Wilsonart
International, The West Bend Company, Florida Tile, Inc.,
Hartco Corporation, and Precor, with headquarters in
Deerfield, Ill. Sales in 1994 for the remaining Premark
businesses were $2.1 billion, with segment profit of $156
million.
"The operating and investment characteristics,
management needs and financial profile of the Tupperware
direct selling business differ fundamentally from the other
businesses," explained Warren L. Batts, chairman and chief
executive officer of Premark. "Tupperware's segment profit
has more than doubled in the last five years as a result of
strong international growth, and it is well positioned to
continue its growth as an independent company."
"In the nine years of Premark's existence, our annual
total shareholder return of almost 24 percent has exceeded
that of the S&P 500 by a wide margin," continued Batts.
"The plan to separate Tupperware from our other businesses
is designed to continue to create value for Premark's
shareholders. Importantly, as independent public companies,
both Tupperware and Premark will be better able to attract
and retain key executives by designing management incentive
programs based solely on their own stocks."
"We also are excited about the prospects for the
remaining Premark businesses, whose performance, likewise,
has improved substantially over the last several years,"
Batts said. "As leaders in their fields, with widely
recognized brand names, top market shares and cost-effective
operations, we believe that they will be better able to
exploit fully their growth opportunities as traditional
manufacturing companies. Separating them from the unique
Tupperware business will allow greater recognition by
investors of their individual performance and potential."
The transaction will be effected through a pro rata
distribution of all stock in Tupperware. The distribution
is anticipated to qualify as tax-free to Premark and its
shareholders, and the company will be applying to the
Internal Revenue Service for a ruling to that effect. The
distribution is expected to become effective by mid-year
1996, subject to board approval of the definitive agreements
for the separation and following review by the Securities
and Exchange Commission of the necessary filings. The board
will establish record and payment dates for the stock
distribution shortly before the completion of the
transaction.
Batts, 63, will continue as chairman of the board of
Premark and will serve as chairman and chief executive
officer of Tupperware. Upon separation of the companies,
James M. Ringler, 50, will become chief executive officer of
Premark, in addition to his current roles as president,
chief operating officer and board member.
E. V. (Rick) Goings will continue as president and chief
operating officer of Tupperware and will become a member of
the Tupperware board. He is scheduled to become chief
executive officer of Tupperware when Batts retires in
September 1997.
Premark International, Inc., a $3.4 billion
multinational company, markets premium products in more than
100 countries. Premark stock is listed on the New York,
Pacific and London stock exchanges.
