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 Report (Date of earliest event reported): November 22,
1996
PREMARK INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-19256 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)
(847) 405-6000
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events
On May 31, 1996 the Registrant distributed to holders of
shares of common stock of the Registrant all outstanding
shares of common stock of Tupperware Corporation. As a
consequence of the Distribution, the 401(k) plan sponsored by
the Registrant ("Registrant's 401(k)") held approximately 3.5
million shares of common stock of Tupperware Corporation and
the 401(k) plan sponsored by Tupperware Corporation
("Tupperware's 401(k)") held approximately 800,000 shares of
common stock of the Registrant. The trustee of each such plan
proceeded with an orderly sale, in the case of the
Registrant's 401(k), of such Tupperware Corporation common
stock and, in the case of Tupperware's 401(k), of such Premark
International, Inc. common stock, using the proceeds thereof
to purchase the common stock of the company sponsoring the
plan. On November 22, 1996 the trustee of the Registrant's
401(k) completed the sale of Tupperware Corporation common
stock, and on November 25, 1996 the trustee had completed use
of proceeds thereof to purchase the Registrant's common
stock.
SIGNATURE
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 hereto
duly authorized.
PREMARK INTERNATIONAL, INC.
Dated: November 27, 1996 By /s/ JOHN M. COSTIGAN
Name: John M. Costigan
Title: Senior Vice President,
General Counsel and
Secretary
<PAGE>
