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): May 31, 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)
Item 2 Acquisition or Disposition of Assets
On May 31, 1996, the Registrant distributed (the
"Distribution") to holders of shares of common stock, par
value $1.00 per share, of the Registrant (the "Shares") all
the outstanding shares of common stock, par value $.01 per
share, of Tupperware Corporation, a Delaware corporation
("Tupperware"). Tupperware was a wholly owned subsidiary of
the Registrant which at the time of the Distribution owned and
operated, through its subsidiaries, the Tupperware business of
the Registrant. Following the Distribution the operations of
the Registrant will consist of the Food Equipment Group, the
Decorative Products Group and the Consumer Products Group.
Additional information concerning Tupperware and the
Distribution is contained in an information statement dated
May 21, 1996 (the "Information Statement"), copies of which
have been mailed by the Registrant to the holders of Shares as
of the record date for the Distribution. Information
requested by this Item and contained in the Information
Statement is incorporated herein by reference to the
Information Statement.
Item 5. Other Events
As a consequence of the Distribution, the 401(k)
plan sponsored by the Registrant (the "Registrant 401(k)")
holds approximately 3.5 million shares of common stock of
Tupperware Corporation and the 401(k) plan sponsored by
Tupperware Corporation (the "Tupperware 401(k)") holds
approximately 800,000 shares of common stock of Premark
International, Inc. The trustee of each such plan is selling,
in the case of the Registrant 401(k), such Tupperware common
stock and, in the case of the Tupperware 401(k), such Premark
common stock, in an orderly manner, and will use the proceeds
thereof to purchase the common stock of the company sponsoring
the plan.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(b) Pro Forma Financial Information.
The following pro forma financial information is
being filed herewith.
(2) Pro forma consolidated Statement of
Income for the three months ended March 30,
1996 and the fiscal year ended December 30,
1995.
(1) Pro forma consolidated Balance Sheet as of
March 30, 1996.
(c) Exhibits
Exhibit Number Description
2a Form of Distribution Agreement by and
among the Registrant, Dart Industries Inc.
and Tupperware Corporation (incorporated
herein by reference to Exhibit 2 to Form
10, file No. 1-11657, filed by Tupperware
Corporation on March 4, 1996, as subse-
quently amended on April 16, 1996, April
26, 1996, May 1, 1996 and May 21, 1996).
2b Form of Tax Sharing Agreement by and be-
tween Premark International, Inc. and Tup-
perware Corporation (incorporated herein
by reference to Exhibit 10.3 to the Form
10, file No. 1-11657, filed by Tupperware
Corporation on March 4, 1996, as subse-
quently amended on April 16, 1996, April
26, 1996, May 1, 1996 and May 21, 1996).
19 Information Statement dated May 21, 1996
(incorporated by reference to the Form 10,
file No. 1-11657, filed by Tupperware Cor-
poration on March 4, 1996, as subsequently
amended on April 16, 1996, April 26, 1996,
May 1, 1996 and May 21, 1996).
99 Pro forma consolidated Statement of Income
for the three months ended March 30, 1996
and the fiscal year ended December 30,
1995. Pro forma consolidated Balance
Sheet as of March 30, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereto duly au-
thorized.
PREMARK INTERNATIONAL, INC.
Dated: June 13, 1996 By John M. Costigan
____________________________
Name: John M. Costigan
Title: Senior Vice President,
General Counsel and
Assistant Secretary
EXHIBIT INDEX
Exhibit Number Description
2a Form of Distribution Agreement by and
among the Registrant, Dart Industries Inc.
and Tupperware Corporation (incorporated
herein by reference to Exhibit 2 to Form
10, file No. 1-11657, filed by Tupperware
Corporation on March 4, 1996, as subse-
quently amended on April 16, 1996, April
26, 1996, May 1, 1996 and May 21, 1996).
2b Form of Tax Sharing Agreement by and be-
tween Premark International, Inc. and Tup-
perware Corporation (incorporated herein
by reference to Exhibit 10.3 to the Form
10, file No. 1-11657, filed by Tupperware
Corporation on March 4, 1996, as subse-
quently amended on April 16, 1996, April
26, 1996, May 1, 1996 and May 21, 1996).
19 Information Statement dated May 21, 1996
(incorporated herein by reference to the
Form 10, file No. 1-11657, filed by
Tupperware Corporation on March 4, 1996,
as subsequently amended on April 16, 1996,
April 26, 1996, May 1, 1996 and May 21,
1996).
99 Pro forma condensed consolidated Statement
of Income for the three months ended March
30, 1996 and the fiscal year ended
December 30, 1995. Pro forma consolidated
Balance Sheet as of March 30, 1996.
PREMARK INTERNATIONAL, INC.
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
(Unaudited)
The unaudited Pro Forma Consolidated Balance Sheet as of March 30, 1996 and
the Pro Forma Consolidated Statement of Income for the 13 weeks ended March 30,
1996 and the year ended December 30, 1995, present the consolidated financial
position and results of operations of Premark assuming that the transactions
contemplated by the Distribution had been completed as of March 30, 1996 and as
of the beginning of 1995, respectively. In the opinion of management, they
include all material adjustments necessary to restate Premark's historical
results. The adjustments required to reflect such assumptions are described in
Note 2 of the Notes to the Pro Forma Consolidated Financial Information
(Unaudited) and are set forth in the "Pro Forma Adjustments" columns.
The unaudited Pro Forma Consolidated Financial Information of Premark should
be read in conjunction with the historical financial statements of Premark
included in its 1995 annual report to shareholders, copies of which are
available from Premark. The pro forma information is presented for
informational purposes only and may not necessarily reflect future results of
operations or financial position or what the results of operations or financial
position would have been for Premark had the Distribution occurred as assumed
herein, or had Tupperware been operated as a separate, stand-alone company
during the periods shown.
Premark International, Inc.
Pro Forma Consolidated Statement of Income (Unaudited)
<TABLE>
<CAPTION>
13 Weeks Ended March 30, 1996 Years Ended December 30, 1995
- --------------------------------------- ------------------------------------ -------------------------------------
Pro Forma Pro Forma
(In millions, except per share amounts) Historical Adjustments Pro Forma Historical
Adjustments Pro Forma
- --------------------------------------- ---------- --------------- --------- ---------- ---------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net sales.............................. $528.7 $- $528.7 $2,213.4 $- $2,213.4
---------- --------------- ---------
---------- ---------------- ---------
Costs and expenses
Cost of products sold.................. 340.7 - 340.7 1,420.9 - 1,420.9
Delivery, sales, and administra-
tive expense........................... 163.6 - 163.6 648.0 - 648.0
Interest expense....................... 5.7 (3.3)(2a) 2.4 26.6 (10.3)(2a) 16.3
Interest income........................ (0.2) - (0.2) (2.0) - (2.0)
Other expense, net..................... (0.1) - (0.1) (0.4) - (0.4)
---------- --------------- ---------
---------- ---------------- ---------
Total costs and expenses............... 509.7 (3.3) 506.4 2,093.1 (10.3) 2,082.8
---------- --------------- ---------
---------- ---------------- ---------
Income before income taxes............. 19.0 3.3 22.3 120.3 10.3 130.6
Provision for income taxes............. 7.2 1.2 (2b) 8.4 41.4 4.0 (2b) 45.4
---------- --------------- ---------
---------- ---------------- ---------
Income from continuing operations...... $ 11.8 $ 2.1 $ 13.9 $ 78.9 $ 6.3 $
85.2
========== =============== =========
========== ================ =========
Income from continuing operations
per common and common
equivalent share....................... $ 0.19 $ 0.22 $ 1.24 $ 1.34
========== =========
========== =========
</TABLE>
See "Notes to the Pro Forma Consolidated Financial Information (Unaudited)."
Premark International, Inc.
Pro Forma Consolidated Balance Sheet (Unaudited)
As of March 30, 1996
<TABLE>
<CAPTION>
Pro Forma
(In millions) Historical Adjustments Pro Forma
---------- ----------------- ---------
<S> <C> <C> <C>
Assets
Cash and cash equivalents..................................... $ 18.1 $ 131.9 (2a) $ 150.0
Accounts and notes receivable, net............................ 340.5 - 340.5
Inventories................................................... 353.8 - 353.8
Recoverable income taxes...................................... 12.7 - 12.7
Deferred income tax benefits.................................. 74.9 - 74.9
Prepaid expenses.............................................. 47.0 - 47.0
---------- ----------------- ---------
Total current assets.......................................... 847.0 131.9 978.9
---------- ----------------- ---------
Property, plant, and equipment, net........................... 422.8 - 422.8
Intangibles, net.............................................. 167.2 - 167.2
Other assets.................................................. 75.0 75.0
Net assets of discontinued operations......................... 471.8 (296.9)(2a) -
(174.9)(2c)
---------- ----------------- ---------
Total assets.................................................. $1,983.8 $(339.9) $1,643.9
========== ================= =========
Liabilities and shareholders' equity
Accounts payable.............................................. $96.2 $- $96.2
Short-term borrowings and current portion of long-term debt... 165.0 (165.0)(2a) -
Accrued liabilities........................................... 350.5 - 350.5
---------- ----------------- ---------
Total current liabilities..................................... 611.7 (165.0) 446.7
---------- ----------------- ---------
Long-term debt................................................ 121.6 - 121.6
Accrued postretirement benefit cost........................... 121.8 - 121.8
Other liabilities............................................. 91.4 - 91.4
Shareholders' equity:
Preferred stock............................................... - - -
Common stock.................................................. 69.0 - 69.0
Capital surplus............................................... 590.3 (222.4)(2c) 367.9
Retained earnings............................................. 751.7 (74.2)(2c) 677.5
Treasury stock................................................ (240.4) - (240.4)
Restricted stock.............................................. (1.5) - (1.5)
Cumulative foreign currency adjustments....................... (131.8) 121.7 (2c) (10.1)
---------- ----------------- ---------
Total shareholders' equity.................................... 1,037.3 (174.9) 862.4
---------- ----------------- ---------
Total liabilities and shareholders' equity.................... $1,983.8 $(339.9) $1,643.9
========== ================= =========
</TABLE>
See "Notes to the Pro Forma Consolidated Financial Information (Unaudited)."
PREMARK INTERNATIONAL, INC.
NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
(Unaudited)
Note 1.
The accompanying unaudited Pro Forma Consolidated Financial Information
reflects all adjustments which, in the opinion of management, are necessary to
present a fair statement of the financial position and results of operations.
This information does not include certain disclosures required under generally
accepted accounting principles and, therefore, should be read in conjunction
with Premark's historical financial statements and notes thereto.
Note 2.
The pro forma adjustments to the accompanying financial information as of and
for the 13 weeks ended March 30, 1996, and for the year ended December 30, 1995
are described below:
(a) To record the receipt of a $284.9 million Special Dividend from Dart
Industries Inc. ("Dart"), a subsidiary of Tupperware, and the funding by
Tupperware of 65% ($12.0 million) of the amount necessary to pay the dividend
declared on Premark Common Stock on May 1, 1996 and the associated increase in
cash and decrease in debt and interest expense. Interest expense assumed to be
avoided is equal to the average amount of short-term borrowings actually
outstanding during the periods at their weighted average interest rates.
(b) To record the estimated income tax expense on the income effect of pro
forma adjustment (a) above at the combined federal, state, and local income tax
rate of 39%.
(c) To record the Distribution of Premark's 100% equity interest in
Tupperware to Premark's shareholders.
Note 3.
Per share information is based upon the 63.2 million and 63.8 million common
and common equivalent shares reflected in Premark's consolidated statement of
income for the 13 weeks ended March 30, 1996, and the year ended December 30,
1995, respectively. When the Distribution is completed, it is expected that the
outstanding options to purchase Premark Common Stock, which are held by Premark
officers and employees, will continue to be solely for the purchase of Premark
Common Stock, and that options held by Tupperware officers and employees will
be converted to options to purchase solely Tupperware Common Stock. The number
of Premark shares under option and their exercise prices will be set in a
manner that will maintain in the aggregate the excess of market value over
exercise price of the existing options immediately prior to the Distribution.
The number of common and common equivalent shares used to compute earnings per
share after the Distribution will depend on the market price of Premark's
Common Stock at that time, but is expected to be higher than 63.2 million.
