-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rt7Q8KsIkEdTXeQ5gfsVA2lChme86Nz3CcXSBG2m+pub0zwTmXasEuCeJkN0PNEM pkbNty+sjMJKPGYsw1rc7g== 0000940180-96-000024.txt : 19960429 0000940180-96-000024.hdr.sgml : 19960429 ACCESSION NUMBER: 0000940180-96-000024 CONFORMED SUBMISSION TYPE: 10-12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960426 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TUPPERWARE CORP CENTRAL INDEX KEY: 0001008654 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 364062333 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 10-12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11657 FILM NUMBER: 96551842 BUSINESS ADDRESS: STREET 1: PO BOX 2353 CITY: ORLANDO STATE: FL ZIP: 32802 BUSINESS PHONE: 4078265050 MAIL ADDRESS: STREET 1: PO BOX 2353 CITY: ORLANDO STATE: FL ZIP: 32802 10-12B/A 1 AMENDMENT NO. 2 TO FORM 10 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 2 TO FORM 10/A2 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- TUPPERWARE CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 36-4062333 (I.R.S. EMPLOYER IDENTIFICATION NO.) (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) P.O. BOX 2353 ORLANDO, FLORIDA 32802 (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (407) 826-5050 ---------------- SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON TO BE SO REGISTERED WHICH EACH CLASS IS TO BE REGISTERED ------------------- ------------------------------------ Common Stock, par value $.01 per share New York Stock Exchange Preferred Stock Purchase Rights New York Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TUPPERWARE CORPORATION PART I INFORMATION INCLUDED IN INFORMATION STATEMENT AND INCORPORATED IN FORM 10 BY REFERENCE CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
ITEM LOCATION IN INFORMATION NO. CAPTION STATEMENT ---- ------- ----------------------- 1. Business......................... "Summary of Certain Information"; "Introduction"; "Risk Factors"; "The Distribution--Background and Reasons for the Distribution"; "Business of Tupperware" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." 2. Financial Information............ "Summary of Certain Information"; "The Distribution"; "Tupperware Corporation Pro Forma Combined Financial Information"; "Tupperware Corporation Selected Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." 3. Properties....................... "Properties." 4. Security Ownership of Certain Beneficial Owners and Management...................... "The Distribution--Listing and Trading of Tupperware Common Stock"; "Management of Tupperware--Security Ownership of Tupperware Common Stock by Management" and "Security Ownership of Tupperware Common Stock by Certain Beneficial Owners." 5. Directors and Executive Officers........................ "The Distribution--Future Management of Tupperware"; "Arrangements Between Premark and Tupperware Relating to the Distribution--Distribution Agreement"; "Management of Tupperware" and "Liability and Indemnification of Directors and Officers." 6. Executive Compensation........... "Arrangements Between Premark and Tupperware Relating to the Distribution"; "Management of Tupperware"; "Expected Compensation and Employee Benefit Plans Following the Distribution" and "Compensation Committee Interlocks Disclosure and Insider Participation." 7. Certain Relationships and Related Transactions.................... "Summary of Certain Information"; "Arrangements Between Premark and Tupperware Relating to the Distribution"; and "Certain Transactions." 8. Legal Proceedings................ "Business of Tupperware--Legal Proceedings." 9. Market Price of and Dividends on the Registrant's Common Equity and Related Shareholder Matters......................... "Summary of Certain Information"; "Risk Factors"; "Introduction" and "The Distribution--Listing and Trading of Tupperware Common Stock." 10. Recent Sales of Unregistered Securities...................... Not Applicable.
ITEM LOCATION IN INFORMATION NO. CAPTION STATEMENT ---- ------- ----------------------- 11. Description of Registrant's Securities to be Registered..... "The Distribution--Listing and Trading of Tupperware Common Stock"; "Description of Tupperware Capital Stock"; and "Certain Antitakeover Effects of Certain Provisions of the Certificate of Incorporation, By-laws and State Law." 12. Indemnification of Directors and Officers........................ "Liability and Indemnification of Directors and Officers"; "Annex A-- Form of Amended and Restated Certificate of Incorporation of Tupperware Corporation" and "Annex B-- Form of Amended and Restated By-laws of Tupperware Corporation." 13. Financial Statements and Supplementary Data.............. "Summary Selected Financial Information"; "Tupperware Corporation Pro Forma Combined Financial Information"; "Tupperware Corporation Selected Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure............ Not Applicable. 15. Financial Statements and Exhibits........................ "Financial Statements" and "Index to Financial Statements and Financial Statement Schedule."
[PREMARK LETTERHEAD] , 1996 Dear Shareholder: We are pleased to inform you that on , 1996, the Board of Directors of Premark International, Inc. approved a distribution to our shareholders of all of the outstanding shares of common stock of Tupperware Corporation. The distribution will be at the rate of one share of Tupperware common stock for every share of Premark common stock held as of the close of business on , 1996. The enclosed Information Statement explains the proposed distribution in detail and provides important financial and other information regarding Tupperware Corporation. Holders of Premark common stock are not required to take any action to participate in the distribution. A shareholder vote is not required in connection with this matter and, accordingly, your proxy is not being sought. The distribution will result in your ownership of shares of two very different companies. Premark will focus on its food equipment, decorative products and consumer products businesses, and Tupperware will focus on the direct selling of Tupperware brand products. Your Board of Directors believes that the distribution, by enabling Premark and Tupperware to develop their respective businesses separately, should better position the two companies to produce greater total shareholder value over the long term. Sincerely, Warren L. Batts Chairman and Chief Executive Officer James M. Ringler President and Chief Operating Officer [TUPPERWARE LETTERHEAD] , 1996 Dear Shareholder: The enclosed Information Statement includes detailed information about Tupperware Corporation, the company of which you will soon become a shareholder. We would like to take this opportunity to welcome you as a shareholder and to introduce you to our company. Tupperware is a worldwide direct selling consumer products company engaged in the manufacture and sale of Tupperware brand products which traces its first operations back to 1946. Tupperware has an experienced and enthusiastic management team with a proven track record of solid performance. We are excited about Tupperware's prospects as an independent public company and look forward to your participation in our future. Sincerely, Warren L. Batts Chairman and Chief Executive Officer E.V. Goings President and Chief Operating Officer SUBJECT TO COMPLETION; DATED APRIL 26, 1996 -- FOR INFORMATION ONLY INFORMATION STATEMENT TUPPERWARE CORPORATION COMMON STOCK (PAR VALUE $.01 PER SHARE) This Information Statement is being furnished to stockholders of Premark International, Inc. in connection with the distribution by Premark International, Inc. to its stockholders of all of the outstanding shares of common stock of its wholly-owned subsidiary, Tupperware Corporation. It is expected that the distribution will be made on , 1996, on the basis of one share of common stock of Tupperware Corporation for one share of common stock of Premark International, Inc. No consideration will be paid by stockholders of Premark International, Inc. for the shares of common stock of Tupperware Corporation to be received by them in the distribution, nor will they be required to surrender or exchange shares of Premark International, Inc. in order to receive common stock of Tupperware Corporation. There is no current public market for the common stock of Tupperware Corporation. Application will be made to list such shares on the New York Stock Exchange. IN REVIEWING THIS INFORMATION STATEMENT, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DESCRIBED UNDER THE CAPTION "RISK FACTORS." ---------------- NO VOTE OF STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS DISTRIBUTION. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. ---------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS INFORMATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS INFORMATION STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. ANY SUCH OFFERING MAY ONLY BE MADE BY MEANS OF A SEPARATE PROSPECTUS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND OTHERWISE IN COMPLIANCE WITH APPLICABLE LAW. The date of this Information Statement is , 1996. TABLE OF CONTENTS
PAGE ---- Available Information.................................................... iii Summary of Certain Information........................................... 1 The Distribution....................................................... 1 Tupperware Corporation................................................. 2 Summary Selected Financial Information................................. 4 Risk Factors............................................................. 6 No Operating History as an Independent Company......................... 6 Foreign Operations..................................................... 6 No Prior Market for Tupperware Common Stock............................ 6 Certain Antitakeover Effects........................................... 7 Effects on Premark Common Stock........................................ 7 Certain Federal Income Tax Considerations.............................. 7 Introduction............................................................. 7 The Distribution......................................................... 8 Background and Reasons for the Distribution............................ 8 Manner of Effecting the Distribution................................... 8 Listing and Trading of Tupperware Common Stock......................... 9 Future Management of Tupperware........................................ 9 Certain Federal Income Tax Consequences of the Distribution............ 10 Conditions; Termination................................................ 10 Arrangements Between Premark and Tupperware Relating to the Distribu- tion.................................................................... 11 Distribution Agreement................................................. 11 Tax Sharing Agreement.................................................. 12 Benefits Agreement..................................................... 13 Interim Services Agreement............................................. 13 Financing................................................................ 14 Business of Tupperware................................................... 14 Background............................................................. 14 Description of the Tupperware Business................................. 14 Legal Proceedings...................................................... 16 Properties............................................................... 17 Tupperware Corporation Pro Forma Combined Financial Information.......... 18 Tupperware Corporation Notes to the Pro Forma Combined Financial Informa- tion.................................................................... 20 Tupperware Corporation Selected Financial Data........................... 21 Management's Discussion and Analysis of Financial Condition and Results of Operations........................................................... 22 Financial Review....................................................... 22 Overall--Results of Operations......................................... 22 Regional Results--Results of Operations................................ 22 1994 vs. 1993.......................................................... 23 Financial Condition.................................................... 24 New Accounting Standard................................................ 25 Impact of Inflation and Foreign Operations............................. 25 Management of Tupperware................................................. 27 Directors of Tupperware................................................ 27 Committees of the Board of Directors................................... 29 Compensation of Directors.............................................. 30 Executive Officers of Tupperware....................................... 31
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PAGE ---- Ownership of Tupperware Common Stock by Management...................... 33 Compensation of Executive Officers...................................... 34 Expected Compensation and Employee Benefit Plans Following the Distribu- tion..................................................................... 38 Employment Agreements................................................... 38 Tupperware Corporation 1996 Incentive Plan.............................. 39 Tupperware Corporation Director Stock Plan.............................. 43 Employee Pension and Retirement Savings Plans........................... 45 Compensation Committee Interlocks Disclosure and Insider Participation.... 46 Ownership of Tupperware Common Stock by Certain Beneficial Owners......... 47 Certain Transactions...................................................... 47 Hart-Scott-Rodino Filing Requirement...................................... 47 Description of Tupperware Capital Stock................................... 48 Authorized Capital Stock................................................ 48 Tupperware Common Stock................................................. 48 Tupperware Preferred Stock.............................................. 48 Tupperware Rights Agreement............................................. 48 Certain Antitakeover Effects of Certain Provisions of the Certificate of Incorporation, By-laws and State Law............................................................ 51 Certificate of Incorporation and By-laws................................ 51 Antitakeover Legislation................................................ 55 Liability and Indemnification of Directors and Officers................... 56 Limitation of Liability of Directors.................................... 56 Indemnification of Directors and Officers............................... 56 Additional Information.................................................. 58 Index to Defined Terms.................................................... 59 Index to Combined Financial Statements and Financial Statement Schedule... F-1 Annexes
A Form of Amended and Restated Certificate of Incorporation of Tupperware Corporation B Form of Amended and Restated By-laws of Tupperware Corporation C Form of Tupperware Corporation 1996 Incentive Plan D Form of Tupperware Corporation Director Stock Plan E Form of Tupperware Corporation Rights Agreement ii AVAILABLE INFORMATION Tupperware Corporation has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form 10 (the "Registration Statement") under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the "Exchange Act"), with respect to its common stock and preferred stock purchase rights described herein. This Information Statement does not contain all of the information set forth in the Registration Statement and the exhibits and schedules thereto. For further information, reference is made hereby to the Registration Statement, exhibits and schedules. Copies of these documents may be inspected without charge at the principal office of the Commission at 450 5th Street, N.W., Washington, D.C. 20549, and copies of all or any part thereof may be obtained from the Commission upon payment of the charges prescribed by the Commission. Following the Distribution (as defined herein), Tupperware Corporation will be required to comply with the reporting requirements of the Exchange Act and will file annual, quarterly and other reports with the Commission. Tupperware Corporation will also be subject to the proxy solicitation requirements of the Exchange Act and, accordingly, will furnish audited financial statements to its stockholders in connection with its annual meetings of stockholders. NO PERSON IS AUTHORIZED BY PREMARK INTERNATIONAL, INC. OR TUPPERWARE CORPORATION TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS INFORMATION STATEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. iii SUMMARY OF CERTAIN INFORMATION The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial information set forth elsewhere in this Information Statement. The location of the definitions of defined terms used herein may be found in the Index to Defined Terms. THE DISTRIBUTION Distributing Company.......... Premark International, Inc., a Delaware corpo- ration ("Premark"). Shares to be Distributed...... Approximately 61.6 million shares of common stock, par value $.01 per share (the Tupperware common stock and the Rights (as defined below) are collectively referred to herein as the "Tupperware Common Stock"), of Tupperware Cor- poration, a Delaware corporation ("Tupperware"), based on the number of shares of common stock, par value $1.00 per share, of Premark ("Premark Common Stock") outstanding as of March 1, 1996. See "The Distribution -- Man- ner of Effecting the Distribution." Distribution Ratio............ One share of Tupperware Common Stock for one share of Premark Common Stock. See "The Distri- bution -- Manner of Effecting the Distribu- tion." Federal Income Tax Premark has requested a ruling (the "Tax Rul- Consequences................. ing") from the Internal Revenue Service ("IRS") to the effect that the Distribution will qual- ify as a tax-free spin-off under Section 355 of the Internal Revenue Code of 1986, as amended (the "Code"). See "The Distribution -- Certain Federal Income Tax Consequences of the Distri- bution." Trading Market................ Application has been made to list the Tupperware Common Stock on the New York Stock Exchange, Inc. ("NYSE"). See "The Distribu- tion -- Listing and Trading of Tupperware Com- mon Stock." Record Date................... Expected to be in [ ], 1996. Distribution Date............. Expected to be in [ ], 1996. On the Distribu- tion Date (as defined below), the Distribution Agent (as defined below) will commence mailing share certificates for Tupperware Common Stock to holders of Premark Common Stock on the rec- ord date for the Distribution (the "Record Date"). Premark stockholders will not be re- quired to make any payment or to take any other action to receive their Tupperware Common Stock. See "The Distribution -- Manner of Ef- fecting the Distribution." Distribution Agent, Transfer Agent and Registrar.......... Norwest Bank Minnesota, N.A. 1 TUPPERWARE CORPORATION The Company................... Tupperware, a worldwide direct selling consumer products company engaged in the manufacture and sale of Tupperware brand products, was formed on February 8, 1996 to serve as a holding com- pany for Dart Industries Inc., a Delaware cor- poration and wholly-owned subsidiary of Premark ("Dart"), and its subsidiaries. Prior to the Distribution Date any operations and assets owned by Premark related to the Tupperware Business (as defined below) which are not cur- rently owned by Dart or its subsidiaries will be transferred to Tupperware. On the Distribu- tion Date, Tupperware will become a publicly held corporation by virtue of the distribution of the shares of Tupperware Common Stock to the holders of Premark Common Stock on the Record Date. See "Tupperware Corporation Pro Forma Combined Financial Information" and "Business of Tupperware." The principal corporate offices of Tupperware are located at 14901 South Orange Blossom Trail, Orlando, Florida 32837 (mailing address, P.O. Box 2353, Orlando, Florida 32802); telephone number (407) 826-5050. Pre-Distribution Dividend Payment...................... Prior to the Distribution Date, Dart will pay a special cash dividend (the "Dividend Payment") of approximately $[ ] to Premark. The amount of the Dividend Payment will be calculated so that, after giving effect to such Payment, the total debt less cash ("Net Debt") of Premark existing as of the Cut-off Date (as defined be- low) will equal approximately $50,000,000. Dart will fund the Dividend Payment with new bank borrowings (see "Financings") and Premark will use the funds received primarily to repay its short-term indebtedness, with the remainder to be utilized for working capital purposes. The effect of these transactions will be to adjust the post-Distribution capital structure of each company by decreasing the consolidated debt of Premark and increasing the consolidated debt of Tupperware. The amount of the Dividend Payment was based on the ability of each of the compa- nies to generate cash flow and with the inten- tion of establishing a strong capital structure for each company. See "Arrangements Between Premark and Tupperware Relating to the Distri- bution -- Distribution Agreement." Management of Tupperware...... The executive officers of Tupperware will be drawn from the executive officers of the Tupperware segment of Premark and the officers and employees of Premark. See "Management of Tupperware." Trading Market................ There is not currently a public market for Tupperware Common Stock, although a "when-is- sued" trading market is expected to develop prior to the Distribution Date. Tupperware will apply for listing of the Tupperware Common Stock on the NYSE. See "The Distribution -- Listing and Trading of Tupperware Common Stock." 2 Certain Provisions of the Certificate of Incorporation and By-laws; Rights Agreement.................... Certain provisions of Tupperware's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") and Amended and Restated By-laws (the "By-laws"), as each will be in effect following the Distribution, may have the effect of making more difficult an ac- quisition of control of Tupperware in a trans- action not approved by the Board of Directors of Tupperware (the "Tupperware Board"). See "Certain Antitakeover Effects of Certain Provi- sions of the Certificate of Incorporation, By- laws and State Law." The Certificate of Incor- poration would eliminate certain liabilities of Tupperware directors in connection with the performance of their duties. See "Liability and Indemnification of Directors and Officers -- Limitation on Liability of Directors." The Rights Agreement (as defined below) will make more difficult an acquisition of control of Tupperware in a transaction not approved by the Tupperware Board. See "Description of Tupperware Capital Stock -- Tupperware Rights Agreement." Post-Distribution Dividend It is anticipated that, following the Distribu- Policy....................... tion, Tupperware will pay quarterly cash divi- dends which, on an annual basis, will initially be within a range of approximately $.80 to $.90 per share. It is anticipated that, following the Distribution, Premark will pay quarterly cash dividends which, on an annual basis, will initially be within a range of approximately $.30 to $.40 per share. The current dividend rate on Premark Common Stock is $1.08 per annum per share. However, no formal action with re- spect to any such dividends has been taken and the declaration and payment of dividends by Tupperware and Premark will be at the discre- tion of each company's Board of Directors. See "The Distribution -- Listing and Trading of Tupperware Common Stock." 3 SUMMARY SELECTED FINANCIAL INFORMATION The following table sets forth summary selected historical financial information for Tupperware that has been derived from the financial statements of Tupperware for the three years ended December 30, 1995, and the unaudited pro forma combined financial information as of and for the year ended December 30, 1995. The historical financial information presented below may not necessarily be indicative of the results of operations or financial position that would have been obtained if Tupperware had been an independent company during the periods shown or of Tupperware's future performance as an independent company. The financial data set forth below should be read in conjunction with Tupperware's financial statements and the notes thereto, and the unaudited pro forma combined financial information and the notes thereto found elsewhere in this Information Statement. For selected historical financial information of Tupperware for the five years ended December 30, 1995, see "Tupperware Corporation Selected Financial Data." For pro forma financial information of Tupperware for the year ended December 30, 1995, see "Tupperware Corporation Pro Forma Combined Financial Information." See "Management's Discussion and Analysis of Financial Condition and Results of Operations."
1995 1994 1993 (IN MILLIONS, EXCEPT PER SHARE AMOUNT) -------- -------- -------- Geographic Information(l) Net sales: Europe, Africa, and Middle East................. $ 595.1 $ 540.1 $ 505.1 Americas........................................ 409.2 405.2 379.8 Asia Pacific.................................... 355.1 329.3 286.9 -------- -------- -------- Total......................................... $1,359.4 $1,274.6 $1,171.8 ======== ======== ======== Segment profit: Europe, Africa, and Middle East................. $ 156.8 $ 125.0 $ 110.3 Americas........................................ 29.7 31.7 28.2 Asia Pacific.................................... 59.4 46.3 40.3 -------- -------- -------- Total ........................................ $ 245.9 $ 203.0 $ 178.8 ======== ======== ======== Historical Combined Information(2) Net sales......................................... $1,359.4 $1,274.6 $1,171.8 Income before income taxes........................ 224.9 191.2 148.4 Net income........................................ 171.4 149.2 117.9 Total assets...................................... 944.0 882.6 785.1 Total shareholder's equity........................ 415.6 395.1 163.3 Pro Forma Combined Information(3) Net sales......................................... $1,359.4 Income before income taxes........................ 212.9 Net income........................................ 164.1 Net income per share(4)........................... 2.57 Total assets...................................... 944.0 Long-term debt.................................... 100.4 Total shareholders' equity........................ 230.7
- -------- (1) See Note 10 of "Tupperware Corporation -- Notes to the Combined Financial Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." (2) See "Tupperware Corporation Selected Financial Data," "Tupperware Corporation Combined Financial Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." 4 (3) See introduction to "Tupperware Corporation Pro Forma Combined Financial Information," and Note 2 to "Tupperware Corporation Notes to the Pro Forma Combined Financial Information (Unaudited)." The pro forma financial information presented is for informational purposes only and may not necessarily reflect future earnings and financial position or what the earnings or financial position would have been had Tupperware been operated as a separate, stand-alone company during the period shown. (4) Pro forma net income per share is based upon the 63.8 million common and common equivalent shares reflected in Premark's consolidated statement of income for the year ended December 30, 1995. See Note 3 to "Tupperware Corporation Notes to the Pro Forma Combined Financial Information (Unaudited)." 5 RISK FACTORS Certain statements in this Information Statement constitute "foward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements involve known and unknown risks, including, but are not limited to, general economic and business conditions, competition, advertising and promotional efforts, brand awareness, changing trends in customer tastes, changes in governmental regulations, and unfavorable foreign currency fluctuations. Although Tupperware believes that its expectations with respect to the forward looking statements are based upon reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of Tupperware will not differ materially from any future results, performance or achievements expressed or implied by such forward looking statements. NO OPERATING HISTORY AS AN INDEPENDENT COMPANY Tupperware does not have an operating history as an independent public company. While Tupperware has been profitable as part of Premark and its predecessors, there is no assurance that as a stand-alone company profits will continue at the same level. The Tupperware Business has historically relied on Premark for various financial and administrative services. After the Distribution, Tupperware will maintain its own lines of credit, banking relationships and administrative functions. FOREIGN OPERATIONS Significance of Foreign Operations. For fiscal 1995, approximately 85% of Tupperware's revenue and 96% of segment profit were from non-United States operations, a portion of which was generated by non-United States branch operations of entities incorporated in the United States. At December 30, 1995, approximately 70% of total assets were attributable to these operations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Impact of Inflation and Foreign Operations." Inherent Risks. Tupperware's international operations are subject to the usual risks inherent in operating abroad, including, but not limited to, risks with respect to currency exchange rates, economic and political destabilization, other disruptions of markets, restrictive actions by foreign governments (such as restrictions on direct selling activities, transfer of funds, and special price offers, and export duties and quotas, international customs and tariffs, and unexpected changes in regulatory environments), difficulty in obtaining distribution and support, nationalization, the laws and policies of the United States affecting trade, foreign investment and loans, and foreign tax laws. There can be no assurance that these factors will not have a material adverse impact on Tupperware's ability to increase or maintain its international sales or on its results of operations. Foreign Cash Flows, Debt Service and Certain Tax Considerations. Tupperware's ability to service its domestic indebtedness may be dependent, in part, on its ability to utilize the cash flow generated by its non-United States operations. In general, United States federal tax laws provide that income of non-United States subsidiaries is subject to tax only in the local jurisdiction and is subject to United States federal income tax only to the extent, such income is distributed as a dividend to the United States parent company. Thus, to the extent Tupperware's debt service obligations are satisfied by dividends from non-United States subsidiaries, United States tax costs may be incurred in addition to foreign taxes on the income of such subsidiaries. NO PRIOR MARKET FOR TUPPERWARE COMMON STOCK There has been no prior trading market for Tupperware Common Stock and there can be no assurance as to the prices at which the Tupperware Common Stock will trade before or after the Distribution Date. Until the Tupperware Common Stock is fully distributed and an orderly market develops, the prices at which the Tupperware Common Stock trades may fluctuate significantly. Prices for the Tupperware Common Stock will be determined in the trading markets and may be influenced by many factors, including the depth and liquidity of 6 the market for Tupperware Common Stock, investor perceptions of Tupperware and its business, Tupperware's dividend policy, and general economic and market conditions. See "The Distribution -- Listing and Trading of Tupperware Common Stock." CERTAIN ANTITAKEOVER EFFECTS The Certificate of Incorporation, By-laws and Rights Agreement and the General Corporation Law of the State of Delaware ("Delaware Law") contain several provisions that could make more difficult a change of control of Tupperware in a transaction not approved by the Tupperware Board. In addition, the Tupperware Board will adopt certain other programs, plans and agreements with its management and/or employees which may make such a change of control more expensive. See "Certain Antitakeover Effects of Certain Provisions of the Certificate of Incorporation, By-Laws and State Law" and "Expected Compensation and Employee Benefit Plans Following the Distribution--Employment Agreements." EFFECTS ON PREMARK COMMON STOCK After the Distribution, the Premark Common Stock will continue to be listed and traded on the NYSE and certain other stock exchanges. As a result of the Distribution, the trading prices of Premark Common Stock will be lower than the trading prices of Premark Common Stock immediately prior to the Distribution. The combined trading prices of Premark Common Stock and Tupperware Common Stock after the Distribution may be less than, equal to or greater than the trading prices of Premark Common Stock prior to the Distribution. In addition, until the market has fully analyzed the operations of Premark without the Tupperware Business, the prices at which the Premark Common Stock trades may fluctuate significantly. CERTAIN FEDERAL INCOME TAX CONSIDERATIONS Premark has requested a Tax Ruling from the IRS to the effect that, among other things, for United States federal income tax purposes the Distribution will be tax-free under Section 355 of the Code. See "The Distribution -- Certain Federal Income Tax Consequences of the Distribution." The continuing validity of any such ruling is subject to certain factual representations and assumptions. Tupperware is not aware of any facts or circumstances which should cause such representations and assumptions to be untrue. The Tax Sharing Agreement (as defined below) provides that neither Premark nor Tupperware is to take any action inconsistent with, nor fail to take any action required by, the request for the Tax Ruling or the Tax Ruling unless required to do so by law or the other party has given its prior written consent or, in certain circumstances, a supplemental ruling permitting such action is obtained. Premark and Tupperware have indemnified each other with respect to any tax liability resulting from their respective failures to comply with such provisions. See "Arrangements Between Premark and Tupperware Relating to the Distribution -- Tax Sharing Agreement." INTRODUCTION On November 1, 1995, the Board of Directors of Premark (the "Premark Board") authorized management to proceed with a plan to separate Premark into two companies by means of a spin-off of its Tupperware Business. The spin-off will be effected through a distribution (the "Distribution") to holders of Premark Common Stock of all of the outstanding shares of Tupperware Common Stock. At the time of the Distribution, Tupperware will own, primarily through Dart and its subsidiaries, the assets, liabilities and operations which prior to the Distribution Date comprise the Tupperware segment of Premark's operations (the "Tupperware Business"). See "Business of Tupperware." On the date of the Distribution (the "Distribution Date"), Premark will effect the Distribution by delivering all of the outstanding shares of Tupperware Common Stock to Norwest Bank Minnesota, N.A., as the distribution agent (the "Distribution Agent") for distribution to the holders of record of Premark Common Stock at the close of business on the Record Date. Tupperware's principal executive offices are located at 14901 South Orange Blossom Trail, Orlando, Florida 32837 (mailing address, P.O. Box 2353, Orlando, Florida 32802), and its telephone number is (407) 826-5050. Unless the context otherwise 7 indicates, as used in this Information Statement the term "Tupperware" means the Tupperware segment of Premark for periods prior to the Distribution Date and Tupperware Corporation and its consolidated subsidiaries for the periods following the Distribution Date, and all references to "Premark" include Premark and its subsidiaries as of the relevant date. Stockholders of Premark with inquiries relating to the Distribution should contact the Distribution Agent, telephone number (612) 450-4064 or Premark International, Inc., Corporate Secretary's Department, 1717 Deerfield Road, Deerfield, Illinois 60015, telephone number (847) 405-6000. After the Distribution Date, stockholders of Tupperware with inquiries relating to the Distribution or their investment in Tupperware should contact Tupperware Corporation, Corporate Secretary's Department, P.O. Box 2353, Orlando, Florida 32802, telephone number (407) 826-5050 or Norwest Bank Minnesota, N.A., Tupperware's transfer agent and registrar, at 161 North Concord Exchange, South St. Paul, Minnesota 55075-0738, telephone number (612) 450-4064. THE DISTRIBUTION BACKGROUND AND REASONS FOR THE DISTRIBUTION Premark was organized on August 29, 1986 in connection with a corporate reorganization of Dart & Kraft, Inc., a Delaware corporation, which is now known as Kraft Foods, Inc. ("Dart & Kraft, Inc."). As part of that reorganization, Premark became a publicly held company on October 31, 1986 through a pro rata distribution by Dart & Kraft, Inc. to its stockholders of all of the then outstanding shares of Premark Common Stock (the "DKI Distribution") pursuant to the Reorganization and Distribution Agreement, dated as of September 4, 1986, by and among Dart & Kraft, Inc., Premark and certain subsidiaries of Dart & Kraft, Inc. (the "DKI Distribution Agreement"). The Distribution is intended to increase the long-term value of Premark stockholders' investment. Premark believes that, in addition to the benefits described below, the Distribution will allow investors to better evaluate the merits of the Tupperware Business, on the one hand, and the Premark Remaining Businesses (as defined below), on the other hand. This will enhance the likelihood that each will achieve more appropriate market recognition of its performance. In addition, the Premark Board believes that, as a result of the division of Premark into two separate companies, each company will be better able to establish compensation and incentives for its officers and employees, including, without limitation, employee stock and cash incentive plans, that will directly relate to their performance. Premark believes that the four business segments through which it currently conducts its business, Tupperware, the Food Equipment Group, the Decorative Products Group and the Consumer Products Group, have developed two distinct sets of financial, management, marketing and investment characteristics. The Tupperware Business is primarily a direct selling business which over the past five years has generated, on average, 81% of its revenue outside the United States. On the other hand, the Food Equipment Group, the Decorative Products Group and the Consumer Products Group (collectively, the "Premark Remaining Businesses") are primarily manufacturing operations which over the past five years have generated, on average, 76% of their revenue domestically. The Tupperware Business and the Premark Remaining Businesses require different management experience and capabilities, especially as related to their distinct marketing and selling techniques and strategic planning, in order to maximize their respective potential growth. Premark also believes that the Distribution will allow the management of each company to better develop their businesses. MANNER OF EFFECTING THE DISTRIBUTION The Distribution is expected to be declared by the Premark Board on , 1996 and will be made on the Distribution Date to stockholders of record of Premark as of the close of business on the Record Date. On or prior to the Distribution Date, share certificates for Tupperware Common Stock will be delivered to the 8 Distribution Agent. Commencing on the Distribution Date, the Distribution Agent will begin mailing such share certificates to holders of Premark Common Stock as of the close of business on the Record Date on the basis of one share of Tupperware Common Stock for every one share of Premark Common Stock held on the Record Date. All such shares of Tupperware Common Stock will be fully paid and nonassessable and holders thereof will not be entitled to preemptive rights. See "Description of Tupperware Capital Stock -- Tupperware Common Stock." NO HOLDER OF PREMARK COMMON STOCK WILL BE REQUIRED TO PAY ANY CASH OR OTHER CONSIDERATION FOR THE SHARES OF TUPPERWARE COMMON STOCK TO BE RECEIVED IN THE DISTRIBUTION OR TO SURRENDER OR EXCHANGE SHARES OF PREMARK COMMON STOCK OR TO TAKE ANY OTHER ACTION IN ORDER TO RECEIVE TUPPERWARE COMMON STOCK. The Distribution will not affect the number of, or the rights attaching to, outstanding shares of Premark Common Stock. Certificates representing outstanding shares of Premark Common Stock will continue to represent rights to purchase shares of Premark Common Stock pursuant to the Rights Agreement, dated as of March 7, 1989 between Premark and Manufacturers Hanover Trust Company (now known as Chase Manhattan Bank), as rights agent. As a result of the Distribution, the purchase price payable upon exercise of the rights and the number of shares of Premark Common Stock covered by each right will be adjusted in accordance with such rights agreement. LISTING AND TRADING OF TUPPERWARE COMMON STOCK There is not currently a public market for Tupperware Common Stock. Prices at which Tupperware Common Stock may trade prior to the Distribution on a "when-issued" basis or after the Distribution cannot be predicted. Until the Tupperware Common Stock is fully distributed and an orderly market develops, the prices at which trading in such stock occurs may fluctuate significantly. The prices at which Tupperware Common Stock trades will be determined by the marketplace and may be influenced by many factors, including, among others, the depth and liquidity of the market for Tupperware Common Stock, investor perception of Tupperware and its businesses, Tupperware's dividend policy and general economic and market conditions. An application has been filed for listing the Tupperware Common Stock on the NYSE. Tupperware initially will have approximately 23,000 stockholders of record, based on the number of record holders of Premark Common Stock as of March 1, 1996. The transfer agent and registrar for the Tupperware Common Stock will be Norwest Bank Minnesota, N.A. For certain information regarding options to purchase Tupperware Common Stock that may become outstanding after the Distribution, see "Management of Tupperware -- Compensation of Directors" and "Management of Tupperware -- Compensation of Executive Officers." Shares of Tupperware Common Stock distributed to Premark stockholders in the Distribution will be freely transferable, except for shares received by persons who may be deemed to be "affiliates" of Tupperware under the Securities Act of 1933, as amended, and the rules promulgated thereunder (the "Securities Act"). Persons who may be deemed to be affiliates of Tupperware after the Distribution generally include individuals or entities that control, are controlled by, or are under common control with, Tupperware, and may include certain officers and directors of Tupperware as well as principal stockholders of Tupperware, if any. Persons who are affiliates of Tupperware will be permitted to sell their shares of Tupperware Common Stock only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Section 4(2) of the Securities Act or by Rule 144 under such Act. It is anticipated that, following the Distribution, Tupperware will pay quarterly cash dividends which, on an annual basis, will initially be within a range of approximately $.80 to $.90 per share. However, no formal action with respect to any such dividend has been declared, and the declaration and payment of dividends is at the discretion of the Tupperware Board. After the Distribution, Tupperware will hold the principal assets of the 9 Tupperware Business through its subsidiaries; thus, Tupperware's ability to pay dividends to holders of Tupperware Common Stock and to make other payments will depend, at least in part, on its receiving funds from such subsidiaries. FUTURE MANAGEMENT OF TUPPERWARE Following the Distribution Tupperware will have substantially the same operating management as the Tupperware Business currently has. In addition to Warren L. Batts, who has served as Chairman and Chief Executive Officer of Premark since 1986 and will serve as Tupperware's Chairman and Chief Executive Officer, E.V. Goings, who is currently an Executive Vice President of Premark and President of the Tupperware segment of Premark, will be President and Chief Operating Officer of Tupperware. The other executive officers of Tupperware will also be drawn from the executive officers of the Tupperware segment of Premark and the officers and employees of Premark. See "Management of Tupperware -- Executive Officers of Tupperware." CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION Premark has requested a Tax Ruling from the IRS to the effect that, among other things, the Distribution will qualify as a tax-free spin-off under Section 355 of the Code. So long as the Distribution qualifies under Section 355 of the Code, the material United States federal income tax consequences of the Distribution will be as follows: (i) no gain or loss will be recognized by or be includible in the income of a holder of Premark Common Stock solely as a result of the receipt of Tupperware Common Stock upon the Distribution; (ii) no gain or loss will be recognized by Premark upon the Distribution of the Tupperware Common Stock; (iii) assuming that a holder of Premark Common Stock holds such Premark Common Stock as a capital asset, such holder's holding period for the Tupperware Common Stock received in the Distribution will include the period during which such Premark Common Stock was held; and (iv) the tax basis of Premark Common Stock held by a Premark stockholder immediately prior to the Distribution will be apportioned (based upon relative fair market values at the time of the Distribution) between such Premark Common Stock and the Tupperware Common Stock received by such stockholder in the Distribution. THE FOREGOING IS ONLY A SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION UNDER CURRENT LAW AND IS INTENDED FOR GENERAL INFORMATION ONLY. EACH STOCKHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR AS TO THE PARTICULAR CONSEQUENCES OF THE DISTRIBUTION TO SUCH STOCKHOLDER, INCLUDING THE APPLICATION OF STATE, LOCAL AND FOREIGN TAX LAWS, AND AS TO POSSIBLE CHANGES IN TAX LAWS THAT MAY AFFECT THE TAX CONSEQUENCES DESCRIBED ABOVE. The Tax Sharing Agreement provides that neither Premark nor Tupperware is to take any action inconsistent with, nor fail to take any action required by, the request for the Tax Ruling or the Tax Ruling unless required to do so by law or the other party has given its prior written consent or, in certain circumstances, a supplemental ruling permitting such action is obtained. See "Arrangements Between Premark and Tupperware Relating to the Distribution -- Tax Sharing Agreement." As soon as practicable following the Distribution, information with respect to the allocation of tax basis between Tupperware Common Stock and Premark Common Stock will be made available to the holders of Premark Common Stock. CONDITIONS; TERMINATION The Distribution is subject to certain conditions as set forth in the Distribution Agreement. Even if all such conditions are satisfied, the Premark Board, in its sole discretion, without approval of the Premark stockholders, 10 may terminate the Distribution Agreement and abandon the Distribution at any time prior to the Distribution Date. See "Arrangements Between Premark and Tupperware Relating to the Distribution -- Distribution Agreement." ARRANGEMENTS BETWEEN PREMARK AND TUPPERWARE RELATING TO THE DISTRIBUTION For the purpose of governing certain of the relationships between Premark and Tupperware relating to the Distribution, and to provide mechanisms for an orderly transition, Premark and Tupperware will enter into the various agreements described in this section. The agreements summarized below have been filed as exhibits to the Registration Statement, of which this Information Statement is a part, and the following summaries are qualified in their entirety by reference to the agreements as filed. DISTRIBUTION AGREEMENT Premark, Tupperware and Dart will enter into a distribution agreement (the "Distribution Agreement") providing for, among other things, the principal corporate transactions required to effect the separation of the Tupperware Business from the Premark Remaining Businesses and the Distribution, and certain other agreements governing the relationship between Premark and Tupperware with respect to or in consequence of the Distribution. Prior to the Distribution Date, Dart will pay the Dividend Payment of approximately $[ ] to Premark. The amount of the Dividend Payment will be calculated so that, after giving effect to such Payment, the Net Debt of Premark existing as of the Cut-off Date will equal approximately $50,000,000. Dart will fund the Dividend Payment with new bank borrowings (see "Financings") and Premark will use the funds received primarily to repay its short-term indebtedness, with the remainder to be utilized for working capital purposes. The effect of these transactions will be to adjust the post- Distribution capital structure of each company by decreasing the consolidated debt of Premark and increasing the consolidated debt of Tupperware. The amount of the Dividend Payment was based on the ability of each of the companies to generate cash flow and with the intention of establishing a strong capital structure for each company. In addition, Tupperware will fund 65% of the amount necessary to pay any dividend declared on the Premark Common Stock on May 1, 1996, Premark's next regularly scheduled dividend declaration date. The Dividend Payment has been reflected on Tupperware's Pro Forma Combined Balance Sheet dated December 30, 1995. See "Tupperware Corporation Pro Forma Combined Financial Information." Subject to certain exceptions, the Distribution Agreement provides for certain cross-indemnities (including an indemnity of Premark by Tupperware with respect to certain guarantees by Premark in connection with certain Tupperware franchise agreements and certain financial guarantees) principally designed to place financial responsibility for the liabilities of Tupperware and its subsidiaries with Tupperware and financial responsibility for the liabilities of Premark and its other subsidiaries with Premark. The Distribution Agreement also provides that, under certain circumstances, if Tupperware is unable to enforce certain indemnities contained in the DKI Distribution Agreement with respect to certain losses (the "DKI Indemnity"), Premark will indemnify Tupperware for such losses to the extent Premark is able to enforce the DKI Indemnity. In addition, the Distribution Agreement provides that each of Premark and Tupperware will indemnify the other in the event of certain liabilities arising under the Exchange Act. The Distribution Agreement also provides for the allocation of benefits between Premark and Tupperware under existing insurance policies after the Distribution Date and sets forth procedures for the administration of insured claims. In addition, the Distribution Agreement provides that Premark will use its reasonable efforts to maintain directors' and officers' insurance at substantially the level of Premark's current directors' and officers' insurance policy for a period of three years with respect to the directors and officers of Premark who will become directors and officers of Tupperware as of the Distribution Date for acts relating to periods prior to the Distribution Date. 11 The Distribution Agreement provides that, in general, except as otherwise set forth therein, in the Tax Sharing Agreement or in the Benefits Agreement (as defined below) (i) costs and expenses related to the Distribution arising prior to or on the last fiscal day of the calendar month immediately preceding the Distribution Date (the "Cut-off Date") will be paid by Premark, (ii) as of the Cut-off Date, accruals relating to such costs and expenses, identified as relating to Tupperware, will be transferred to Tupperware, and (iii) following the Cut-off Date the party which benefits from such costs and expenses will pay such costs and expenses. The Distribution Agreement provides that prior to the Distribution Date the Certificate of Incorporation and By-laws will be substantially in the forms attached hereto as Annexes A and B, respectively, and that as of the Distribution Date the directors of Tupperware will be the nine persons indicated herein. See "Management of Tupperware -- Directors of Tupperware." The Distribution Agreement also provides that each of Premark and Tupperware will be granted access to certain records and information in the possession of the other, and requires the retention by Premark and Tupperware, for a period of seven years following the Distribution, of the information in its possession relating to the other, and, thereafter, requires that prior notice of the intention to dispose of such information be given by the party in possession thereof. The Distribution Agreement provides that the Distribution will not be made until all of the following conditions are satisfied or waived by the Premark Board in its sole discretion: (i) the receipt of the Tax Ruling or an acceptable opinion of tax counsel as to the tax-free status of the Distribution; (ii) final approval by the Premark Board of the Distribution; (iii) receipt of all material consents required to effect the Distribution; (iv) the Registration Statement being declared effective; (v) the Tupperware Board, composed of the persons identified herein as the Tupperware directors, being duly elected; (vi) the Certificate of Incorporation and the By-Laws of Tupperware, substantially in the form attached hereto as Annexes A and B, respectively, and the Rights Agreement being adopted; (vii) the Tupperware Common Stock being approved for listing on the NYSE and any other exchange selected by Tupperware; (viii) the transactions contemplated by the Distribution Agreement in connection with separating the Tupperware Business and the Premark Remaining Businesses being consummated in all material respects; (ix) Premark and Tupperware having entered into each of the agreements, instruments, understandings, assignments and other arrangements to be entered into in connection with the transactions contemplated by the Distribution Agreement, including, without limitation, any conveyance documents, the Benefits Agreement, any Interim Services Agreement (as defined below), and the Tax Sharing Agreement, and each such agreement being in full force and effect; (x) a no action letter from the Commission regarding certain aspects of the Distribution being issued and in full force and effect; and (xi) no order, injunction or decree having been issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution being in effect. Even if all the conditions are satisfied, the Distribution Agreement may be terminated and the Distribution abandoned by the Premark Board, in its sole discretion, without the approval of the Premark stockholders, at any time prior to the Distribution Date. TAX SHARING AGREEMENT Through the Distribution Date, the results of the operations of the Tupperware Business have been and will be included in Premark's consolidated United States federal income tax returns. As part of the Distribution, Premark and Tupperware will enter into a tax sharing agreement (the "Tax Sharing Agreement") which provides, among other things, for the allocation between the parties thereto of federal, state, local and foreign tax liabilities for all periods through the Distribution Date. In general, the Tax Sharing Agreement provides that Tupperware will be liable for United States federal, state, local and foreign tax liabilities, including any such liabilities resulting from the audit or other adjustment to previously filed tax returns, which are attributable to Tupperware through the Distribution Date, and that Premark will be responsible for all such taxes of Premark (excluding Tupperware). The Tax Sharing Agreement also allocates between Premark and Tupperware liability for any taxes which may arise in connection with separating the Tupperware Business and the Premark Remaining Businesses. 12 The Tax Sharing Agreement also provides for the allocation of certain matters in connection with the tax sharing agreement that was entered into by Premark and Dart & Kraft, Inc. in connection with the spin-off of Premark by Dart & Kraft, Inc. pursuant to the DKI Distribution Agreement. The Tax Sharing Agreement provides that neither Premark nor Tupperware is to take any action inconsistent with, nor fail to take any action required by, the request for the Tax Ruling or the Tax Ruling unless required to do so by law or the other party has given its prior written consent or, in certain circumstances, a supplemental ruling permitting such action is obtained. Premark and Tupperware have indemnified each other with respect to any tax liability resulting from their respective failures to comply with such provisions. Though valid as between the parties thereto, the Tax Sharing Agreement is not binding on the IRS and does not affect the several liability of Tupperware, Premark and their respective subsidiaries to the IRS for all federal taxes of the consolidated group relating to periods prior to the Distribution Date. BENEFITS AGREEMENT Premark and Tupperware will enter into an employee benefits and compensation allocation agreement (the "Benefits Agreement") providing for the treatment of employee benefit matters and other compensation arrangements for certain former and current Tupperware employees and their beneficiaries and dependents, as well as certain former employees of certain former Tupperware businesses and their beneficiaries and dependents (collectively, the "Tupperware Participants"). The Benefits Agreement contemplates that Tupperware will establish certain pension, retirement savings and welfare plans effective on or before the Distribution Date (the "Tupperware Plans") which will be similar to the benefit plans currently maintained by Premark. The Benefits Agreement provides that Tupperware's new Base Retirement Plan, Retirement Savings Plan and Canadian Unified Pension Plan will assume all liabilities under the Premark Base Retirement Plan, the Premark Retirement Savings Plan and the Premark Canadian Unified Pension Plan, respectively, related to substantially all Tupperware Participants and that plan assets related to such liabilities will be transferred to that Plan. The Benefits Agreement provides that after the Cut-off Date Tupperware will assume all liabilities for benefits under any welfare plans related to Tupperware Participants. The Benefits Agreement also provides that, subject to receipt of any necessary consents, any stock options for Premark Common Stock, Premark restricted stock and other Premark stock- based awards held by Tupperware employees, other than Mr. Batts, and Tupperware non-employee directors who are not also directors of Premark, and half of such options held by Tupperware non-employee directors who are also directors of Premark will, as of the Distribution Date, be replaced with stock options, restricted stock or other stock-based awards, as the case may be, for Tupperware Common Stock, in each case adjusted so that the value thereof after the Distribution Date will equal the value of the replaced award before the Distribution Date. With respect to options held by Mr. Batts, see "Expected Compensation and Employee Benefit Plans Following the Distribution--Employment Agreements." Finally, the Benefits Agreement provides that, effective as of the Cut-off Date, Tupperware will become responsible for all other liabilities to Tupperware Participants (including, without limitation, unfunded supplemental retirement benefits). INTERIM SERVICES AGREEMENT Premark and Tupperware may, if it is determined necessary, enter into an interim services agreement (the "Interim Services Agreement") prior to the Distribution Date. Pursuant to any such Interim Services Agreement, Premark would provide to Tupperware, after the Distribution Date, certain services which prior to the Distribution Date have been provided to Tupperware by Premark (the "Services"). The Services would be provided on mutually agreed terms. 13 FINANCING Tupperware has received a commitment letter from its lead bank relating to a $300,000,000 five year unsecured multicurrency facility for Tupperware and certain of its subsidiaries. Tupperware's lead bank has committed, subject to certain conditions, to provide up to $75,000,000 of the facility and to syndicate the remainder of the facility. It is expected that the funds necessary for the payment by Dart of the Dividend Payment to Premark, as well as funds for additional working capital and other financing needs of Tupperware and its subsidiaries, will be obtained through this credit facility. The commitment letter provides for a revolving credit at a floating rate and, at Tupperware's option fixed rate bid loans. The interest rate on the revolving credit is based, at Tupperware's option, on the London Interbank Offered Rate, plus a spread, which will vary depending on Tupperware's long- term public debt rating ("Tupperware Debt Rating") or the prime rate. The interest rate on fixed rate borrowings is to be set through an auction procedure. The commitment letter provides that Tupperware is to pay an annual facility fee which will vary based on the Tupperware Debt Rating. The commitment letter also provides that the credit facility will contain financial covenants requiring a minimum interest coverage and a maximum leverage ratio based on earnings before interest, taxes, depreciation and amortization. Subject to the provisions set forth in the Tax Sharing Agreement with respect to actions taken by Tupperware after the Distribution, borrowings under such agreement may be refinanced, in whole or in part, through proceeds of the issuance of commercial paper and/or a public offering after the Distribution Date. See "Arrangements Between Premark and Tupperware Relating to the Distribution -- Tax Sharing Agreement." BUSINESS OF TUPPERWARE Tupperware Corporation was organized under the laws of the State of Delaware on February 8, 1996 as part of the corporate reorganization of Premark in which Dart and its subsidiaries (which own substantially all the domestic and international operations of the Tupperware Business) will be transferred to Tupperware along with certain other assets of Premark that are used in the Tupperware Business. Tupperware, which will be a worldwide direct selling consumer products company engaged in the manufacture and sale of Tupperware brand products, will become a publicly held company through the Distribution. BACKGROUND Premark became a publicly held company in October 1986 through the corporate reorganization of Dart & Kraft, Inc., which was organized in 1980 by the combination of Kraft, Inc. and Dart. In the 1986 reorganization, Premark became a diversified holding company composed of five businesses: the Tupperware Business (conducted through Dart and its subsidiaries); food equipment business (conducted through Hobart Corporation and its subsidiaries); decorative plastic laminates business (conducted through Ralph Wilson Plastics Company, now known as Wilsonart International, Inc.); small electric appliances and cookware business (conducted through The West Bend Company); and physical fitness equipment business (conducted through Precor Incorporated). Dart was organized in Delaware in 1928 as a successor to a business originally established in 1902. Set forth below is a description of the Tupperware Business and certain other matters. DESCRIPTION OF THE TUPPERWARE BUSINESS Principal Products. Tupperware conducts its business through a single business segment, manufacturing and marketing a broad line of highest-quality consumer products for the home and for personal care. The core of the product line continues to be food storage containers which preserve freshness of food through the well-known Tupperware seals. Tupperware also has an established line of children's educational toys, serving products and gifts. The line of products has expanded over the years into kitchen, home storage and organizing uses with products such as Modular Mates (TM), Fridge Stackables (TM), OneTouch (TM) canisters and many specialized containers. In recent years, Tupperware has expanded its offerings in the food preparation and service areas through the addition of a number of products, including double colanders, tumblers and mugs, mixing and serving bowls, serving centers, microwaveable cooking and serving products, and kitchen utensils. 14 Tupperware continues to introduce new designs and colors in its products lines, and to extend existing products into new markets around the world. The development of new products varies in different markets around the world, in order to address differences in cultures, lifestyles, tastes and needs of the markets. New product development and introduction will continue to be an important part of Tupperware's strategy. Products sold by Tupperware are primarily produced by Tupperware in its manufacturing facilities around the world. In some markets, Tupperware sources certain products from third parties and/or contracts with local manufacturers to manufacture its products, utilizing high-quality molds which are supplied by Tupperware. Promotional items provided at product demonstrations include items obtained from outside sources. Markets. Tupperware's business is operated on the basis of three geographic segments: Europe, Africa and the Middle East; the Americas; and Asia Pacific. Tupperware's products are sold in more than 100 foreign countries and in the United States. For the past five years, sales in foreign countries represented on average 81% of total Tupperware revenues. See "Tupperware Corporation Selected Financial Data." During 1995, Tupperware entered several new international markets, including Poland and several countries in southern Africa. During 1996, Tupperware will establish operations in China, additional Eastern European countries and several Middle Eastern countries. Additionally, Tupperware has received approval to do business in India. Market penetration varies throughout the world. Several "developing" areas which have low penetration, such as Latin America, Asia and Eastern Europe, provide significant growth potential for Tupperware. Tupperware's strategy continues to include aggressive expansion into new markets throughout the world during the balance of the decade. Distribution of Tupperware Products. Tupperware's products are distributed worldwide through the "direct selling" method of distribution, in which products are sold to consumers outside traditional retail store channels. The distributorship system is intended to facilitate the timely distribution of products to the consumer, and to establish uniform practices regarding the use of TupperwareTM trademarks and the administrative arrangements with Tupperware, such as order entry and delivery, payment, recruitment and training of dealers. TupperwareTM products are sold directly to distributors or dealers throughout the world. Distributors are granted the right to market TupperwareTM products using the demonstration method and utilizing the TupperwareTM trademark. The vast majority of Tupperware's distributorship system is composed of distributors, managers and dealers who are independent contractors and not employees of Tupperware. In certain limited circumstances Tupperware owns the distributorship for a period of time until an independent distributor can be installed, in order to maintain market presence. Key aspects of Tupperware's strategy are expanding its business by enlarging the number of distributors, and at the same time increasing the business of existing distributors. Under the Tupperware system, distributors recruit, train and motivate a large sales force to cover the distributor's geographic area. Managers are developed and promoted by distributors to assist the distributor in recruiting, training and motivating dealers, as well as continuing to hold their own demonstrations. As of December 30, 1995, the Tupperware distribution system had over 1,670 distributors, 44,000 managers and 790,000 dealers worldwide. The dealer force continues to increase each year. Tupperware relies primarily on the "demonstration" method of sales, which is designed to enable the purchaser to appreciate through demonstration the features and benefits of TupperwareTM products. Demonstrations, which are sometimes referred to as "Tupperware parties," are held in homes, offices, social clubs and other locations. In excess of 13 million demonstrations were held in 1995 worldwide. TupperwareTM products are also promoted through monthly brochures mailed to persons invited to attend Tupperware parties and various other types of demonstrations. Sales of TupperwareTM products are supported by Tupperware through a program of sales promotions, sales and training aids and motivational conferences for the independent sales force. In addition, to support its sales force, Tupperware utilizes catalogs, magazine advertising and toll-free telephone ordering, which helps increase its sales levels with hard-to-reach customers. 15 The distribution of products to consumers is the responsibility of distributors, who are required to maintain their own inventory of Tupperware products, the necessary warehouse facilities and delivery systems. In certain markets, Tupperware offers distributors the use of a delivery system of direct product shipment to consumers or dealers, which is intended to reduce the distributor's investment in inventory and enable distributors to be more cost- efficient. Competition. There are two primary competitive factors which affect the Tupperware Business: (i) competition with other "direct sales" companies for sales personnel and demonstration dates and (ii) competition in the markets for food storage and serving containers, toys, personal care items, and gifts in general. Tupperware believes that it holds a significant market share in each of these markets in many countries. This has been facilitated by innovative product development and a large, dedicated worldwide sales force. Tupperware's competitive strategies are to continue to expand its direct selling distribution system, and to provide high-quality, high-value products throughout the world. Employees. Tupperware employs approximately 6,600 people, of whom approximately 1,000 are based in the United States. Tupperware's United States work force is not unionized. In certain countries, Tupperware's work force is covered by collective arrangements decreed by statute. The terms of most of these arrangements are determined on an annual basis. Additionally, approximately 138 Tupperware manufacturing employees in the Australian mold manufacturing operation are covered by a collective bargaining agreement which is negotiated annually. There have been no work stoppages or threatened work stoppages in over three years and Tupperware believes its relations with its employees to be good. The independent consultants, dealers, managers and distributors engaged in the direct sale of Tupperware products are not employees of Tupperware. Research and Development. For fiscal years ended 1995, 1994 and 1993, Tupperware spent approximately $6.3 million, $8.9 million and $9.8 million, respectively, on research and development activities for new products. Raw Materials. Products manufactured by Tupperware require plastic resins meeting its specifications. These resins are purchased from a number of large chemical companies, and Tupperware has experienced no difficulties in obtaining adequate supplies. Research and development relating to resins used in Tupperware products is performed by both Tupperware and its suppliers. Trademarks and Patents. Tupperware considers its trademarks and patents to be of material importance to its business. However, except for the Tupperware(TM) trademark, Tupperware is not dependent upon any single patent or trademark, or group of patents or trademarks. The trademark on the Tupperware name is registered on a country by country basis. The current duration for such registration ranges from seven years to 15 years, however each such registration may be renewed an unlimited number of times. The patents and trademarks used in the Tupperware Business are registered and maintained on a worldwide basis, with a variety of durations. Tupperware has followed the practice of applying for design and utility patents with respect to most of the significant patentable developments. Environmental Laws. Compliance with federal, state and local environmental protection laws has not in the past had, and is not expected to have in the future, a material effect upon Tupperware's capital expenditures, liquidity, earnings or competitive position. See "-- Legal Proceedings." Other. Tupperware sales do not vary significantly on a quarterly basis, however third quarter sales are generally lower than the other quarters in any year due to vacations by Tupperware's sales consultants and their customers as well as Tupperware's reduced promotional activities during such quarter. Sales generally increase in the fourth quarter as it includes traditional gift giving occasions in many of Tupperware's markets and as children return to school and households refocus on activities that include the use of Tupperware's products. There are no working capital practices or backlog conditions which are material to an understanding of the Tupperware Business. The Tupperware Business is not dependent on a small number of customers, nor is any of its business subject to renegotiation of profits or termination of contracts or subcontracts at the election of the United States government. LEGAL PROCEEDINGS A number of ordinary course legal and administrative proceedings against Tupperware are pending. In addition to such proceedings, there are certain proceedings which involve the discharge of materials into or 16 otherwise relating to the protection of the environment. Certain of such proceedings involve federal environmental laws such as the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as well as state and local laws. Tupperware establishes reserves with respect to certain of such proceedings. Because of the involvement of other parties and the uncertainty of potential environmental impacts, the eventual outcomes of such actions and the cost and timing of expenditures cannot be estimated with certainty. It is not expected that the outcome of such proceedings, either individually or in the aggregate, will have a materially adverse effect upon Tupperware. In connection with the DKI Distribution in 1986, Kraft Foods, Inc. assumed any liabilities arising out of any legal proceedings in connection with certain divested or discontinued former Dart businesses, including matters alleging product liability, environmental liability and infringement of patents. PROPERTIES The principal executive office of Tupperware, which is owned by Tupperware, is located in Orlando, Florida. Tupperware owns and maintains manufacturing plants in Argentina, Belgium, Brazil, France, Greece, Japan, Korea, Mexico, the Philippines, Portugal, South Africa, Spain, and the United States, and leases manufacturing facilities in Venezuela. Tupperware conducts a continuing program of new product design and development at its facilities in Florida, Japan and Belgium. Most of the principal properties of Tupperware and its subsidiaries are owned, and none of the owned principal properties is subject to any encumbrance material to the consolidated operations of Tupperware. Tupperware considers the condition and extent of utilization of its plants, warehouses and other properties to be good, the capacity of its plants and warehouses generally to be adequate for its needs, and the nature of its properties to be suitable for its needs. 17 TUPPERWARE CORPORATION PRO FORMA COMBINED FINANCIAL INFORMATION (UNAUDITED) The unaudited Pro Forma Combined Balance Sheet and Pro Forma Combined Statement of Income for Tupperware as of and for the year ended December 30, 1995, present the combined financial position and results of operations of Tupperware, assuming that the transactions contemplated by the Distribution had been completed as of the end of and the beginning of the year, respectively. In the opinion of management, they include all material adjustments necessary to restate Tupperware's historical results. The adjustments required to reflect such assumptions are described in Note 2 of the Tupperware Corporation Notes to the Pro Forma Combined Financial Information (Unaudited) and are set forth in the "Pro Forma Adjustments" column. The unaudited Pro Forma Combined Financial Information of Tupperware should be read in conjunction with the historical financial statements of Tupperware contained elsewhere in this Information Statement. The pro forma information presented is 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 had the Distribution occurred as assumed herein, or had Tupperware been operated as a separate, stand-alone company during the period shown. TUPPERWARE CORPORATION PRO FORMA COMBINED STATEMENT OF INCOME (UNAUDITED) FOR THE YEAR ENDED DECEMBER 30, 1995
PRO FORMA HISTORICAL ADJUSTMENTS PRO FORMA (IN MILLIONS, EXCEPT PER SHARE AMOUNT) ---------- ----------- --------- Net sales...................................... $1,359.4 $ -- $1,359.4 -------- ------ -------- Costs and expenses: Cost of products sold........................ 481.5 -- 481.5 Delivery, sales, and administrative expense.. 653.5 -- 653.5 Interest expense............................. 3.1 11.5 (2a) 14.6 Interest income.............................. (5.0) -- (5.0) Other expense, net........................... 1.4 -- 1.4 -------- ------ -------- Total costs and expenses................... 1,134.5 11.5 1,146.0 -------- ------ -------- Income before income taxes..................... 224.9 (11.5) 213.4 Provision for income taxes..................... 53.5 (4.5)(2b) 49.0 -------- ------ -------- Net income..................................... $ 171.4 $ (7.0) $ 164.4 ======== ====== ======== Net income per common and common equivalent share......................................... $ 2.58 ========
See Notes to the Pro Forma Combined Financial Information (Unaudited). 18 TUPPERWARE CORPORATION PRO FORMA COMBINED BALANCE SHEET (UNAUDITED) AS OF DECEMBER 30, 1995
PRO FORMA HISTORICAL ADJUSTMENTS PRO FORMA (IN MILLIONS) ---------- ----------- --------- ASSETS Cash and cash equivalents................. $ 97.3 $ -- $ 97.3 Accounts and notes receivable, net........ 147.5 -- 147.5 Inventories............................... 206.6 -- 206.6 Deferred income tax benefits.............. 58.1 -- 58.1 Prepaid expenses.......................... 16.9 -- 16.9 ------- ------- ------- Total current assets.................. 526.4 -- 526.4 ------- ------- ------- Deferred income tax benefits.............. 21.7 -- 21.7 Property, plant, and equipment, net....... 317.7 -- 317.7 Long-term receivables, net, and other as- sets..................................... 78.2 -- 78.2 ------- ------- ------- Total assets.......................... $ 944.0 $ -- $ 944.0 ======= ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable.......................... $ 88.0 $ -- $ 88.0 Short-term borrowings and current portion of long-term debt........................ 83.8 84.9 (2a) 168.7 Accrued liabilities....................... 266.5 10.0 (2c) 276.5 ------- ------- ------- Total current liabilities............. 438.3 94.9 533.2 ------- ------- ------- Long-term debt............................ 0.4 100.0 (2a) 100.4 Accrued postretirement benefit cost....... 36.1 -- 36.1 Other liabilities......................... 53.6 -- 53.6 Shareholders' equity: Net investment by Premark............... 533.5 (184.9)(2a) -- (10.0)(2c) (338.6)(2d) Common shareholders' equity............. -- 338.6 (2d) 338.6 Cumulative foreign currency adjust- ments.................................. (117.9) -- (117.9) ------- ------- ------- Total shareholders' equity............ 415.6 (194.9) 220.7 ------- ------- ------- Total liabilities and shareholders' equity............................... $ 944.0 $ -- $ 944.0 ======= ======= =======
See Notes to the Pro Forma Combined Financial Information (Unaudited). 19 TUPPERWARE CORPORATION NOTES TO THE PRO FORMA COMBINED FINANCIAL INFORMATION (UNAUDITED) Note 1. The accompanying unaudited Pro Forma Combined Financial Information reflects all adjustments that, in the opinion of management, are necessary to present a fair statement of 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 Tupperware's historical financial statements and notes thereto. Note 2. The pro forma adjustments to the accompanying financial information as of and for the year ended December 30, 1995, are described below: (a) To record the payment of a $184.9 million special dividend to Premark, and the associated increase in debt and interest expense from the borrowings incurred to fund the payment. An interest rate of 6.2% is assumed on the incremental borrowings, which is the weighted average of the expected interest rates on long-term borrowings, which are expected to have fixed rates, and short-term borrowings, which are expected to have floating rates. The effect of a one-eighth percentage point change in the interest rate on variable rate borrowings on interest expense and net income would be approximately $0.1 million. (b) To record the estimated income tax benefit on the income effect of pro forma adjustment (a) above at the combined federal, state, and local income tax rate of 39%. (c) To accrue $10 million of costs directly related to the Distribution that Tupperware expects to incur in 1996. Such costs have not been reflected in the Pro Forma Combined Statement of Income because they are non-recurring. (d) To reflect the distribution of Premark's 100% equity interest in Tupperware to Premark's stockholders. Note 3. Net income per share information is based upon the 63.8 million common and common equivalent shares reflected in Premark's consolidated statement of income for the year ended December 30, 1995. When the Distribution is completed, it is expected that the outstanding options to purchase Premark Common Stock that are held by Tupperware officers and employees will be converted to options to purchase solely Tupperware Common Stock (other than Mr. Batts, who will have two-thirds of his options on Premark Common Stock replaced with options on Tupperware Common Stock). The number of 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 as of 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 Tupperware Common Stock at that time, but is expected to be lower than 63.8 million. 20 TUPPERWARE CORPORATION SELECTED FINANCIAL DATA The following table summarizes certain selected historical financial information of Tupperware that has been derived from the financial statements of Tupperware for the five years ended December 30, 1995. The historical financial information may not be indicative of Tupperware's future performance as a stand-alone company. The information set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Tupperware's Pro Forma Combined Financial Information and Notes thereto included elsewhere in this Information Statement. Per share data for net income (loss) before cumulative effect of accounting changes and dividends have not been presented because the Tupperware Business was operated through wholly-owned subsidiaries of Premark during the periods presented.
1995 1994 1993 1992 1991 (IN MILLIONS) -------- -------- -------- -------- -------- Net sales.................... $1,359.4 $1,274.6 $1,171.8 $1,104.8 $1,101.8 Income (loss) before income taxes and cumulative effect of accounting changes....... 224.9 191.2 148.4 (41.8)** 97.8 Income (loss) before cumulative effect of accounting changes.......... 171.4 149.2 117.9 (43.7)** 60.8 Capital expenditures......... 69.3 78.6 85.6 80.0 49.9 Depreciation................. 61.3 55.7 44.7 50.1 46.0 Working capital (deficit).... 88.1 72.9 (49.4)* (11.3) 85.2 Total assets................. 944.0 882.6 785.1 661.1 741.4 Long-term debt............... 0.4 0.5 45.6 153.3 156.3 Net investment by Premark.... 533.5 508.1 282.0 168.8 302.8
- -------- *Includes $105.0 million of the $150.0 million of 8 3/8% notes that were called at par on February 1, 1994. **In 1992, Tupperware recorded a $136.7 million pretax charge ($111.4 million after tax) primarily related to consolidation of manufacturing capacity and restructuring of the United States distribution system. 21 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL REVIEW The information contained in this financial review should be read in conjunction with the Tupperware Corporation Combined Financial Statements contained elsewhere in this Information Statement. OVERALL -- RESULTS OF OPERATIONS Net Sales and Net Income. Net sales in 1995 of $1.4 billion were 7% higher than 1994 net sales of $1.3 billion due to improvement in international operations and a $33.2 million benefit of favorable foreign exchange, which more than offset a decline in the United States. In 1994, sales increased by 9% over 1993 sales of $1.2 billion, led by Asia Pacific and Europe, Africa, and the Middle East. Net income increased by 15%, to $171.4 million in 1995, compared with $149.2 million in 1994, also on the strength of international operations and an $8.5 million benefit of favorable foreign exchange. Partially offsetting these factors was lower profit in the United States. Net income in 1994 improved by 27% from $117.9 million in 1993 as a result of the higher sales, along with lower cost of products and lower interest expense. In 1995 and 1994, respectively, 85% and 82% of Tupperware's sales and 96% and 92% of its segment profit were from operations outside the United States. Costs and Expenses. The cost of products sold in relation to sales was 35.4%, 36.2%, and 37.5% in 1995, 1994, and 1993, respectively. 1995's improvement was the result of reduced manufacturing costs along with selected price increases, which outweighed significant increases in raw material costs. The 1994 decrease resulted from manufacturing efficiencies in Asia Pacific and Latin America. Delivery, sales, and administrative expense as a percentage of sales was 48.1%, 48.9%, and 48.7% in 1995, 1994, and 1993, respectively. The ratio improved in 1995 compared with 1994 due to the higher 1995 sales while costs were contained. Tax Rate. The effective tax rates for 1995, 1994, and 1993, were 23.8%, 22.0%, and 20.6%, respectively. The 1995 increase reflects the absence of the 1994 reduction of valuation allowances against certain deferred tax assets, partially offset by the effect of the favorable resolution of certain tax contingencies. The higher effective rate in 1994 compared with 1993 reflects a lower realization of foreign tax benefits. Net Interest. In 1995 and 1994, Tupperware had net interest income of $1.9 million and $0.2 million, respectively. In 1993, Tupperware had net interest expense of $12.6 million. As a subsidiary of Premark, Tupperware's income only reflects interest on legal obligations owed or on amounts held by Tupperware. As more fully described in the "Financial Condition" section of Management's Discussion and Analysis of Financial Condition and Results of Operations, Dart will pay the Dividend Payment to Premark immediately prior to the Distribution, which will substantially increase the debt of Tupperware. REGIONAL RESULTS -- RESULT OF OPERATIONS 1995 VS. 1994 Europe, Africa, and the Middle East. Sales increased by 10% in 1995, to $595.1 million from $540.1 million in 1994, due to a $56.9 million favorable impact of foreign exchange largely attributable to Germany. Additionally, on a local currency basis, a 20% sales increase in Italy and sales decreases in the United Kingdom and Spain of 27% and 31%, respectively, occurred but did not significantly affect the year-to-year comparison for the region either individually or in the aggregate. Segment profit increased by 25%, to $156.8 million in 1995 from $125.0 million in 1994, led by a $15.3 million benefit of foreign exchange, as well as higher profit in Germany on a local currency basis, a smaller loss in the United Kingdom, and lower area administrative costs. Germany's segment profit increased by 14% from the impact of foreign exchange and by an additional 7% from operations due primarily to improved gross margins. Operating efficiencies in the United Kingdom and Spain resulted in a reduction in the loss in the United Kingdom and a small profit in Spain, despite the lower sales in these countries. In 1995 and 1994, respectively, the region accounted for 64% and 61% of Tupperware's segment profit. 22 The Americas. Sales in the Americas totaled $409.2 million in 1995, an increase of 1% over 1994 sales of $405.2 million. Segment profit decreased by 6%, to $29.7 million from $31.7 million in 1994. The region accounted for 30% and 32% of Tupperware's sales, and 12% and 16% of its segment profit in 1995 and 1994, respectively. United States sales in 1995 were $208.6 million, a 9% decrease from $228.8 million in 1994, due to lower volume. Segment profit decreased by 36%, to $10.3 million from $16.0 million in 1994, primarily reflecting the lower sales volume. The number of consultants grew by 4%, and the average active sales force grew by 2%, but there was a large decrease in the productivity of the sales force. Productivity in 1995 was down due to weakness in response by the sales force to certain promotional programs. Steps have been taken to improve those promotional programs in 1996. In the Americas, excluding the United States, sales increased by 14% in 1995 to $200.6 million compared with $176.4 million in 1994, despite a $39.9 million negative impact from foreign exchange, led by operating improvements in Brazil, Mexico and Venezuela. In Latin America, a net of 69 new distributors were added in 1995. The total number of consultants more than doubled, and the average active sales force grew by 68%. Sales grew by 169% in Brazil and 66% in Venezuela. Mexico's sales increased by 39% in local currency terms, although they decreased overall due to the negative impact of the peso devaluation, which reduced sales by $40.0 million. Segment profit in the Americas, other than the United States, increased by 24% to $19.4 million in 1995 from $15.7 million in 1994. Foreign exchange had a $9.8 million negative impact on the comparison because of the Mexican peso's devaluation. Profit in Brazil increased substantially, from a small base in 1994, and Venezuela had a profit in 1995 versus a loss in 1994. Despite a weaker Mexican peso, the improvement in Latin America, particularly in Brazil, was attributable to relatively stable economic conditions, a focus on recruiting and distributor expansion, streamlining of operations, and simplified promotional programs. Asia Pacific. Sales in Asia Pacific were $355.1 million in 1995, an 8% improvement compared with 1994 sales of $329.3 million. The increase was the result of favorable foreign exchange of $16.1 million, along with operational improvements in Korea, the Philippines, and some of the region's smaller markets. Sales in Japan increased by $8.2 million overall, but, excluding the effect of foreign exchange, decreased by $4.9 million due to an estimated $9 million impact from the Kobe earthquake at the beginning of the year. Sales in Korea and the Philippines increased by $7.1 million and $6.0 million, respectively. The increase in the Philippines was the result of a substantial increase in the average active sales force, while the Korean increase reflects a strong improvement in sales force productivity. The region accounted for 26% of Tupperware's sales in both 1995 and 1994. Segment profit increased by 28% in 1995, to $59.4 million from $46.3 million in 1994, due primarily to a 52% increase in Korea and a profit in Australia versus a loss in 1994. Foreign exchange contributed $3.1 million to the region's improvement. The increase in Korea was due to the higher sales, along with improved margins. Australia's favorable profit comparison was primarily due to lower promotional costs and the absence of 1994's costs incurred to shut down a manufacturing plant. Profit in Japan increased by 8% compared with 1994, despite the negative impact of the Kobe earthquake which affected profit by approximately $5 million. The region's segment profit accounted for 24% and 23% of Tupperware's profit in 1995 and 1994, respectively. 1994 VS. 1993 Europe, Africa and the Middle East. Sales increased by 7% in 1994 to $540.1 million from $505.1 million in 1993. The improvement was due primarily to operational improvements in Germany, Austria, and Switzerland along with a $9.2 million favorable impact of foreign exchange. These factors were partially offset by a decrease in sales in the United Kingdom. Sales in Germany increased by 13%, of which 3 percentage points were due to foreign exchange. The operational improvement in Germany was due to a higher volume, despite slower sales in the fourth quarter as distributors reduced their inventories. Sales in Austria and Switzerland increased by 18% and 23%, respectively, as a result of larger sales forces. Sales in the United Kingdom fell by 19% reflecting a lower number of recruits. 23 Segment profit increased by 13%, to $125.0 million in 1994 from $110.3 million in 1993, led by improvement in Germany, along with a $2.3 million benefit from foreign exchange, which was partially offset by higher area manufacturing costs and a larger loss in the United Kingdom. The 26% increase in profit in Germany was attributable to the higher sales, reflecting a larger active sales force, improved recruiting, and lower promotional costs. The loss in the United Kingdom was nearly three times greater than the 1993 loss reflecting the lower level of sales and higher promotional costs. The Americas. Sales in the Americas totaled $405.2 million, an increase of 7% over 1993 sales of $379.8 million. Segment profit improved by $3.5 million, or 12%, to $31.7 million in 1994 from $28.2 million in 1993. United States sales in 1994 were $228.8 million, a 2% increase from $225.4 million in 1993. Segment profit increased by 28% to $16.0 million from $12.5 million in 1993. Sales rose slightly as a successful effort to increase the size of the sales force was substantially offset by lower sales force productivity. Profit improved as higher sales and reduced promotional spending offset the negative impact on margins from the lower level of production. In the Americas, excluding the United States, sales increased by 14% in 1994 to $176.4 million compared with 1993's $154.4 million. Foreign exchange had a $8.3 million negative impact on the comparison. Brazil's sales increased by more than 150%, and Mexican sales increased by 29% in local currency terms and 17% including the negative impact of foreign exchange. The improvement resulted from increasing the number of distributors, managers, and dealers in both countries, as well as aggressive product pricing in Brazil. Segment profit in the Americas, excluding the United States, was even with 1993 at $15.7 million. Profit improved by 15% in Mexico, despite a 12 percentage point negative impact from foreign exchange, and Brazil's profit was an improvement from a loss in 1993. The profit improvements in these countries followed from the higher sales but were offset by a loss in Canada from higher product costs and declines in Argentina and Venezuela. Asia Pacific. Sales in Asia Pacific were $329.3 million in 1994, a 15% improvement compared with 1993 sales of $286.9 million. The increase reflects a $17.7 million benefit from favorable foreign exchange, along with operational improvements in Japan, the Philippines, and Korea, which were partially offset by lower sales in Australia. The 20%, 24%, and 18% increases in the sales of Japan, the Philippines and Korea, respectively, were the result of successful recruiting efforts and corresponding increases in sales force size, and favorable foreign exchange in Japan, which was responsible for 10 percentage points of that country's improvement. The lower sales in Australia resulted from ineffective promotional programs. Segment profit also rose by 15% to $46.3 million in 1994 from $40.3 million in 1993. Profits rose in Japan, Korea, and the Philippines by 29%, 60% and 33%, respectively, while Australia had a loss in 1994 compared with a profit in 1993. The improvements in Japan, Korea, and the Philippines were the result of the higher sales volume, generated through increased promotional spending, along with favorable foreign exchange in Japan, which accounted for 11 percentage points of the increase. The loss in Australia was the result of decreased sales along with a $3.8 million charge to shut down a manufacturing plant. FINANCIAL CONDITION Liquidity and Capital Resources. Under the Distribution Agreement between Premark, Tupperware, and Dart, immediately prior to the Distribution Dart will pay the Dividend Payment to Premark. Dart will fund the Dividend Payment with new bank borrowings (see "Financings"). The amount of the Dividend Payment is dependent upon Premark's financial position as of the Cut-off Date. Based on Premark's financial position as of December 30, 1995, the dividend would have been $184.9 million. 24 Tupperware's domestic cash requirements, including working capital and capital expenditures, have historically been financed by Premark through its centralized cash management system. This relationship will be terminated shortly before the Distribution under the provisions of the Distribution Agreement. Tupperware and certain of its subsidiaries intend to enter into a $300 million unsecured multicurrency credit facility, which along with cash generated from operating activities and continuing, foreign uncommitted lines of credit, which totaled $184.0 million at December 30, 1995, is expected to be adequate to fund the Dividend Payment, as well as to finance any additional working capital needs and capital expenditure requirements. See "Financing." Operating Activities. Net cash provided by operating activities totaled $179.0 million, $142.7 million, and $105.3 million in 1995, 1994, and 1993, respectively. Working capital was $88.1 million at the end of 1995, compared with $72.9 million and negative $49.4 million at the end of 1994 and 1993, respectively. In 1995, the impact of higher income on net cash provided by operating activities was offset by increases in working capital to support growth in the Latin America business and higher sales activity in December, along with higher inventory levels in the United States and Europe. The $37.4 million improvement in net cash provided by operating activities in 1994 compared with 1993 primarily reflects the $31.3 million improvement in net income. Dart's 8 3/8% long-term notes were called at par on February 1, 1994. At the end of 1993, $105 million of this debt was classified as current, leading to the negative working capital position. Excluding this factor, working capital was $17.3 million higher at the end of 1994 than at the end of 1993, reflecting a somewhat higher level of inventory and current deferred tax assets. Investing Activities. Cash used for capital expenditures totaled $69.3 million, $78.6 million, and $85.6 million in 1995, 1994, and 1993, respectively. Capital expenditures declined during each of the three years as the result of decreases in the necessity of expenditures in Europe. Capital expenditures are expected to be approximately $85 million in 1996. NEW ACCOUNTING STANDARD In October 1995, the Financial Accounting Standards Board adopted Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," which governs the accounting for stock-based compensation plans, including employee stock options. The statement allows companies the choice of adopting a new fair value based method of accounting for such plans that includes expensing related compensation cost in the income statement, or continuing to apply the method currently specified under existing accounting guidelines under which generally no compensation expense is recorded. If companies elect to follow existing guidelines, the new rule requires that the notes to the financial statements include pro forma information on net income and earnings per share as if the fair value based method were being used. Tupperware intends to continue to measure compensation expense under the preexisting guidelines. Adoption of this new standard will be required for Tupperware's 1996 financial statements. IMPACT OF INFLATION AND FOREIGN OPERATIONS Inflation as measured by consumer price indices has continued at a low level in most of the countries in which Tupperware operates. Nevertheless, Tupperware experienced substantial price increases for many of its raw materials during 1995. A portion of these increased costs have been absorbed by Tupperware through increased operating and production efficiency and lower margins, and, a portion of the higher costs have been recovered through selected price increases in some of its markets. A significant portion of Tupperware's sales and profits come from its international operations. Although these operations are geographically dispersed, which partially mitigates the risks associated with operating in particular countries, Tupperware is subject to the usual risks associated with international operations. These risks include the local political and economic environment, and relations between the foreign and United States governments. See "Risk Factors--Foreign Operations." 25 One of the economic risks associated with operating internationally is the exposure to fluctuation in foreign currency exchange rates on the earnings, cash flows, and financial position of Tupperware's international operations. Tupperware is not able to project in any meaningful way the possible effect of these fluctuations on translated amounts or future earnings. This is due to the large number of currencies involved, the constantly changing exposure in these currencies, and the fact that all foreign currencies do not react in the same manner in relation to the United States dollar. In response to the fact that a strengthening United States dollar generally has a negative impact on Tupperware, Tupperware has used, through Premark, and will continue to use as an independent company, financial instruments, such as forward contracts, to hedge its exposure to certain foreign exchange risks as appropriate. See Note 6 to the Combined Financial Statements for a description of the nature of risks associated with Tupperware's derivative financial instruments. 26 MANAGEMENT OF TUPPERWARE DIRECTORS OF TUPPERWARE Immediately after the Distribution Date, the Tupperware Board is expected to consist of the individuals named in the table below. The Tupperware Board will be divided into three classes. Under the classified board provisions of the By-laws, these individuals will not be required to stand for re-election to the Tupperware Board until the year in which their respective terms expire. See "Certain Antitakeover Effects of Certain Provisions of the Certificate of Incorporation, By-laws and State Law -- Certificate of Incorporation and By- laws."
YEAR TERM NAME AGE EXPIRES BACKGROUND ---- --- --------- ---------- Warren L. Batts (3)...... 63 1998 Mr. Batts is the Chairman and Chief Executive Officer of Tupperware. Mr. Batts has served as Chairman and Chief Executive Officer of Premark since 1986. Effective as of the Distribution Date, he will cease to be Chief Execu- tive Officer of Premark, but will con- tinue as Chairman of Premark. Mr. Batts currently serves as a director of The Allstate Corporation, Cooper Industries, Inc., Premark, Sears, Roe- buck and Co. and Sprint Corporation. William O. Bourke 68 1997 Mr. Bourke served as Chairman and (1)(3).................. Chief Executive Officer of Reynolds Metals Company, an aluminum, gold and consumer products company from 1988 until his retirement in 1992. Mr. Bourke currently serves as a director of Merrill Lynch & Co., Premark, Reyn- olds Metals Company and Sonat, Inc. Mr. Bourke will continue on the Premark Board after the Distribution. Ruth M. Davis, Ph.D. 67 1999 Dr. Davis has served as President and (1)(3).................. Chief Executive Officer of The Pymatuning Group, Inc., a technology management services firm, since 1981. Dr. Davis is Chairman of the Board of Trustees of the Aerospace Corporation. Dr. Davis currently serves as a Trustee of Consolidated Edison Company of New York and as a director of Air Products and Chemicals, Inc., BTG, Inc., Ceridian Corporation, Giddings and Lewis, Inc., Premark, Principal Mutual Life Insurance Company, Sprint Corporation and Varian Associates. Dr. Davis will continue on the Premark Board after the Distribution.
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YEAR TERM NAME AGE EXPIRES BACKGROUND ---- --- --------- ---------- Lloyd C. Elam, M.D. (2)... 67 1999 Dr. Elam retired in 1995 from his po- sition as Distinguished Professor (having served previously as Chancel- lor and as President) of Meharry Medi- cal College. Dr. Elam was affiliated with Meharry Medical College since 1963. Dr. Elam currently serves as a director of First Union National Bank of Tennessee, Bell South Telecommuni- cations, Inc., Merck & Co., Inc., Phoenix Health Systems, Inc. and Premark. Dr. Elam will continue on the Premark Board after the Distribution. E.V. Goings (3)........... 50 1998 Mr. Goings is the President and Chief Operating Officer of Tupperware. It is anticipated that upon Mr. Batts' re- tirement from the position of Chief Executive Officer of Tupperware Mr. Goings will be elected to such posi- tion. Mr. Goings has served as Execu- tive Vice President of Premark and President of Tupperware Worldwide since November 1992. From June 1992 to November 1992, Mr. Goings served as Senior Vice President of Sara Lee Cor- poration. From 1986 to June 1992, Mr. Goings served in various executive po- sitions with Avon Products, Inc. Mr. Goings is currently a director of Premark. He will resign from his posi- tion as a director of Premark effec- tive as of the Distribution Date. Clifford J. Grum (2)(3)... 61 1999 Mr. Grum has served as Chairman and Chief Executive Officer of Temple-In- land, Inc., a forest products company, since 1984. Mr. Grum currently serves as a director of Cooper Industries, Inc., Premark, Temple-Inland, Inc. and Trinity Industries, Inc. Mr. Grum will resign from his position as a director of Premark effective as of the Distri- bution Date. Joseph E. Luecke (2)...... 69 1997 Mr. Luecke served as Chairman of the Board and Chief Executive Officer of Kemper Corporation, an insurance and financial services company, from May 1986 until his retirement in 1992. Mr. Luecke currently serves as a director of Premark. Mr. Luecke will continue on the Premark Board after the Distri- bution.
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YEAR TERM NAME AGE EXPIRES BACKGROUND ---- --- --------- ---------- Bob Marbut (2)............. 60 1997 Mr. Marbut has served as Chairman and Chief Executive Officer of Argyle Television, Inc., a television station operating company, since 1994, as well as Chairman and Chief Executive Offi- cer of Argyle Communications, Inc., a communications investment and operat- ing company, since January 1992. He also served as Chief Executive Officer of Argyle Television Holding, Inc., a television station operating company, from 1993 to 1995. Prior to joining Argyle Communications, Inc. in 1992, Mr. Marbut served in various executive positions since 1972 with Harte-Hanks Communications, Inc. Mr. Marbut cur- rently serves as a director of Argyle Communications, Inc., Argyle Televi- sion, Inc., Diamond Shamrock, Inc., Katz Media Group Inc., Premark and Tracor, Inc. Mr. Marbut will resign from his position as a director of Premark effective as of the Distribu- tion Date. Robert M. Price (1)........ 65 1998 Mr. Price has served as President of PSV, Inc., a firm which assists public and private organizations in the uti- lization and commercialization of new technology, since 1995. He retired as Chairman of the Board of Control Data Corporation, a computer products com- pany, in 1990. Mr. Price currently serves as a director of Fourth Shift Corporation, International Multifoods Corporation, Premark, Public Service Company of New Mexico and Rohr Indus- tries, Inc. Mr. Price will resign from his position as a director of Premark effective as of the Distribution Date.
- -------- (1) Anticipated member of Audit and Corporate Responsibility Committee. (2) Anticipated member of Compensation and Directors Committee. (3) Anticipated member of Executive Committee. COMMITTEES OF THE BOARD OF DIRECTORS Tupperware will be managed under the direction of its Board of Directors. The Tupperware Board will meet on a regular basis to review Tupperware's operations, strategic and business plans, acquisitions and dispositions, and other significant developments affecting Tupperware, and to act on matters requiring Tupperware Board approval. It will also hold special meetings when an important matter requires Tupperware Board action between scheduled meetings. Members of senior management will be regularly invited to Tupperware Board meetings to discuss the progress of and future plans relating to their areas of responsibility. To facilitate independent director review, and to make the most effective use of the directors' time and capabilities, the Tupperware Board is expected to establish various committees, including those described below. 29 The Audit and Corporate Responsibility Committee will review the scope and results of the audit by the independent auditors, make recommendations to the Tupperware Board as to the selection of independent auditors, and have approval authority with respect to services provided by the independent auditors and fees therefor. In addition, it will review the investment performance of Tupperware's pension plan assets, and Tupperware's systems of internal control and accounting policies. The Audit and Corporate Responsibility Committee will be composed solely of directors who are not employees of Tupperware or any of its subsidiaries. The Audit and Corporate Responsibility Committee will also monitor Tupperware's relationships with, and support of, various outside interests, including the communities within which it operates, and recommend corporate policies with respect to affirmative action, equal opportunity and similar issues of social significance. The Audit and Corporate Responsibility Committee will also review Tupperware's adherence to both the spirit and letter of the law in the areas of employee safety and health, and environmental responsibility. Members of this committee are expected to be Mr. Bourke (Chairperson), Dr. Davis and Mr. Price. The Compensation and Directors Committee will evaluate the performance of, and make compensation recommendations for, senior management, including the Chief Executive Officer, and will identify and review qualifications of, and make recommendations to the Tupperware Board regarding candidates for election as directors of Tupperware. It will also direct the administration of, and make various determinations under, the management incentive plans and will appoint members of senior management to have responsibility for the design, administration and funding of employee benefit plans and the investment of pension plan assets. The Compensation and Directors Committee will also consider recommendations of stockholders as to candidates for Tupperware Board membership. Members of this committee are expected to be Mr. Grum (Chairperson), Dr. Elam, Mr. Luecke, and Mr. Marbut. The Executive Committee will have most of the powers of the Tupperware Board and can act when the Tupperware Board is not in session. Members of this committee are expected to be Mr. Batts (Chairperson), Mr. Bourke, Dr. Davis, Mr. Goings and Mr. Grum. COMPENSATION OF DIRECTORS Non-employee directors of Tupperware will receive (i) an annual retainer fee of $26,000, (ii) an additional retainer fee for serving on Tupperware Board committees (other than the Executive Committee) of $4,000 per year, in the case of the committee chairperson, and $2,000 per year, in the case of the other members, and (iii) a fee of $1,500 for each meeting of the Tupperware Board and for each meeting of any Tupperware Board committee attended. Such directors may elect to defer payment of all or part of the retainer and attendance fees, in which event interest would be credited at the prime rate. Under Tupperware's Director Stock Plan (as defined below), non-employee directors may elect to receive their annual retainers in cash or in shares of Tupperware Common Stock, or they may elect to forego the retainer in exchange for a reduced price on stock options. The Director Stock Plan also provides that a grant of 1,000 shares of Tupperware Common Stock is made to each new non-employee director after three months of service on the Tupperware Board. See "Expected Compensation and Employee Benefit Plans Following the Distribution -- Tupperware Corporation Director Stock Plan." 30 EXECUTIVE OFFICERS OF TUPPERWARE Set forth below is information with respect to those individuals who are expected to serve as executive officers of Tupperware immediately following the Distribution. Those individuals named below who are currently officers or employees of Premark will resign from all such positions prior to or as of the Distribution Date. However, Mr. Batts will continue to serve as Chairman of Premark.
NAME AND AGE OFFICE AND EXPERIENCE ------------ --------------------- Warren L. Batts, age 63.. Chairman and Chief Executive Officer. Mr. Batts has served as Chairman and Chief Executive of Premark since 1986. Effective as of the Distribution Date, he will cease to be Chief Executive Officer of Premark, but will continue as Chairman. E.V. Goings, age 50...... President and Chief Operating Officer. It is antici- pated that upon Mr. Batts' retirement from the posi- tion of Chief Executive Officer of Tupperware Mr. Goings will be elected to such position. Mr. Goings has served as Executive Vice President of Premark and President of Tupperware Worldwide since November 1992. From June 1992 to November 1992, Mr. Goings served as Senior Vice President of Sara Lee Corpora- tion. From 1986 to June 1992, Mr. Goings served in various executive positions with Avon Products, Inc. Mr. Goings is currently a director of Premark. He will resign his position as a director of Premark effective as of the Distribution Date. Brian R. Biggin, age 50.. Vice President, Internal Audit. Mr. Biggin currently serves as Director, Computer Systems Audit for Premark, a position he has held since 1986. Mark H. Bobek, age 33.... Vice President and Treasurer. Mr. Bobek has served as Director of International and Corporate Finance since 1994 and served in various other financial po- sitions with Premark starting in 1989. Luis G. Campos, age 43... President, Tupperware Americas. Mr. Campos is cur- rently, and has been since November 1995, President, Tupperware Americas. From April 1994 to November 1995 he served as President, Tupperware IberoAmerica. Mr. Campos served as President and Chief Executive Officer of Sara Lee-House of Fuller- Mexico from 1992 to April 1994. From 1985 to 1992 he served as Managing Director of Hasbro Mexico. David T. Halversen, age Senior Vice President, Planning, Business Develop- 51...................... ment and Financial Relations. Mr. Halversen is cur- rently, and has been since February 1995, Vice Pres- ident, Business Development and Planning for Tupperware. From April 1985 until joining Tupperware in 1995, Mr. Halversen served in various planning and strategy positions with Avon Products, Inc. Christine J. Hanneman, Vice President, Financial Relations. Ms. Hanneman is age 40.................. currently, and has been since June 1994, Director, Investor Relations for Premark. From February 1990 to June 1994 she served as Manager Investor Rela- tions of Premark.
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NAME AND AGE OFFICE AND EXPERIENCE ------------ --------------------- Carol A. Kiryluk, age Senior Vice President, Human Resources. Ms. Kiryluk 49...................... is currently, and has been since March 1992, Vice President, Human Resources Worldwide for Tupperware. From November 1989 until joining Tupperware in 1992, Ms. Kiryluk served as Vice President, Human Re- sources, Corporate Relations for JI Case. Gaylin L. Olson, age 50.. President, Tupperware U.S. Mr. Olson is currently, and has been since December 1995, President, Tupperware U.S. Mr. Olson joined Tupperware in 1981 and has served in various executive positions re- lated to the Tupperware Business. Thomas M. Roehlk, age Senior Vice President, General Counsel and Secre- 45...................... tary. Mr. Roehlk is currently, and has been since December 1995, Senior Vice President, General Coun- sel and Secretary, Tupperware. From 1990 to December 1995, Mr. Roehlk served as Assistant General Counsel and Assistant Secretary of Premark. James E. Rose, Jr., age Vice President, Taxes and Government Affairs for 53...................... Tupperware. Mr. Rose is currently, and has been since August 1994, Vice President, Taxes and Govern- ment Affairs for Premark. Prior to assuming that po- sition, Mr. Rose served as Vice President, Taxes for Premark. Hans Joachim Schwenzer, Senior Vice President, Tupperware Worldwide. Mr. age 59.................. Schwenzer is currently President, Tupperware Germa- ny; President, Sales Programs and Promotions, Tupperware Europe, Africa and Middle East; and Re- gional General Manager, Austria and Eastern Europe Region and has been since May 1995, Senior Vice President, Tupperware Worldwide. Prior to assuming those positions, Mr. Schwenzer served starting in November 1990 as President, Tupperware Germany, and has held several other area positions since joining Premark. Christian E. Skroeder, President, Tupperware Europe, Africa and Middle age 47.................. East. Mr. Skroeder is currently, and has been since May 1995, President, Tupperware Europe, Africa and Middle East. Prior to assuming that position Mr. Skroeder served starting in 1988 in various execu- tive positions with Tupperware. Jose R. Timmerman, age Vice President, Operations, Tupperware Worldwide. 47...................... Mr. Timmerman is currently, and has been since Octo- ber 1993, Vice President, Operations, Tupperware Worldwide. Prior to assuming that position, Mr. Tim- merman served as Vice President, Manufacturing, Tupperware Asia Pacific starting in November 1992. From 1985 to 1992, he served as Plant Manager of the Tupperware manufacturing facility in Aalst, Belgium. Paul B. Van Sickle, age Senior Vice President, Finance and Operations. Mr. 56...................... Van Sickle is currently, and has been since November 1992, Senior Vice President, Finance and Operations of Tupperware. Prior to assuming that position, he served as Vice President -- Finance of Tupperware.
32
NAME AND AGE OFFICE AND EXPERIENCE ------------ --------------------- Robert W. Williams, age President, Tupperware Asia Pacific. Mr. Williams is 52...................... currently, and has been since April 1995, President, Tupperware Asia Pacific. Prior to assuming that po- sition, Mr. Williams served in various management positions in Tupperware Asia Pacific starting in Au- gust 1993. From 1991 until joining Tupperware, Mr. Williams served as Vice President, Marketing for Cameo Coutures, Inc. From 1989 to 1991 he served as President of Impact Business Systems.
OWNERSHIP OF TUPPERWARE COMMON STOCK BY MANAGEMENT All Tupperware Common Stock is currently owned by Premark and no officer or director of Tupperware owns any shares of Tupperware Common Stock. The following table sets forth the expected beneficial ownership of Tupperware Common Stock as of the Distribution Date by the individuals expected to be directors and named executive officers and by all directors and officers as a group of Tupperware based on the number of outstanding shares of Premark Common Stock on March 4, 1996. With respect to options, the numbers reflect the actual number of shares of Premark Common Stock subject to options (other than, with respect to Mr. Batts, in which case the numbers reflect two-thirds of such shares and, with respect to Mr. Bourke, Dr. Davis and Dr. Elam, which in each case, the numbers reflect one-half of such shares). See " -- Compensation of Executive Officers." Each of the following individuals and members of the group would have sole voting and investment power with respect to the shares shown unless otherwise indicated. No director or officer would own more than 1% of Tupperware Common Stock, other than Mr. Batts, who would own 1.14% of Tupperware Common Stock.
SHARED SHARES THAT OWNERSHIP MAY BE RETIREMENT OR HELD FOR ACQUIRED WITHIN SAVINGS TOTAL SHARES SOLE FAMILY 60 DAYS OF RESTRICTED PLAN-- BENEFICIALLY NAME OWNERSHIP MEMBERS MARCH 4, 1996(1) STOCK 401(K) OWNED ---- --------- ----------- ---------------- ---------- ---------- ------------ Warren L. Batts......... 569,432 -- 114,667 -- 20,698 704,797 William O. Bourke....... 2,450 4,000 4,000 -- -- 10,450 Luis G. Campos.......... -- 5,000 -- 6,902 -- 11,902 Ruth M. Davis........... 3,037 -- 1,035 -- -- 4,072 Dr. Lloyd C. Elam....... 6,067 -- 2,000 -- -- 6,067 E.V. Goings............. 28,416 -- 100,000 26,446 -- 154,862 Clifford J. Grum........ 4,124 8,000 12,000 -- -- 24,124 Joseph E. Luecke........ 2,000 2,000 -- -- -- 4,000 Bob Marbut.............. 11,470 -- 4,000 -- -- 15,470 Robert M. Price......... 2,000 -- 8,000 -- -- 10,000 Hans Joachim Schwenzer.. 7,600 -- 20,000 -- -- 27,600 Christian E. Skroeder... 600 -- 6,000 -- -- 6,600 All directors and executive officers as a group (23 including the named individuals above)................. 645,252 17,850(2) 453,372 33,348 98,739 1,244,391(2)
- -------- (1) Includes stock options granted under Premark's management incentive plans and Director Stock Plan. Also includes estimated shares of Premark Common Stock that will be paid in lieu of fees under the Director Stock Plan. (2) Excludes 2,720 shares for which voting and investment power is disclaimed. 33 COMPENSATION OF EXECUTIVE OFFICERS Effective as of the Distribution Date, Tupperware will assume the current employment agreement between Premark and Mr. E.V. Goings. Tupperware has an employment agreement with Mr. Luis Campos which will continue after the Distribution Date. See "Expected Compensation and Employee Benefit Plans Following the Distribution -- Employment Agreements." Tupperware has also established a variety of compensation and benefit plans for executive officers, as described below, which have generally been modeled after existing Premark plans. See "Expected Compensation and Employee Benefit Plans Following the Distribution." Summary Compensation Table. The following table sets forth the annual and long-term compensation for services rendered in fiscal 1995, 1994, and 1993 which was paid to, or deferred for the Chief Executive Officer of Tupperware in 1995 and each of the other next four most highly compensated executive officers of Tupperware (collectively, the "named executive officers") as of December 30, 1995. The compensation described in this table was paid by Premark or a subsidiary. References to "restricted stock" and "stock options" relate to awards under the Premark 1994 Incentive Plan. SUMMARY COMPENSATION TABLE
LONG-TERM ANNUAL COMPENSATION COMPENSATION --------------------------------------- ----------------------- AWARDS ----------------------- OTHER RESTRICTED ALL ANNUAL STOCK SECURITIES OTHER COMPENSATION AWARDS UNDERLYING COMPENSATION NAME AND PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($) ($) ($)(2) OPTIONS(#) ($)(3) - --------------------------- ---- ------------ ---------- ------------ ---------- ---------- ------------ WARREN L. BATTS......... 1995 $750,000 $ 369,525 -- -- 30,000 $153,415 Chairman of the Board and 1994 $708,333 $ 975,000 $682,500(4) -- 25,333 $143,832 Chief Executive Officer 1993 $683,333 $ 910,000 $500,000(5) -- 20,000 $ 91,272 E.V. GOINGS............. 1995 $366,346 $ 834,137(6) -- $459,137(6) 14,100 $ 59,989 Executive Vice President and 1994 $347,500 $1,085,513 $243,750(4) $764,913 17,250 $ 58,707 President, Tupperware 1993 $325,000 $ 325,000 -- -- 17,000 $ 18,422 LUIS G. CAMPOS(7)....... 1995 $226,188 $ 257,985 -- $331,250(9) 9,750 $ 17,119 President, Tupperware Americas 1994 $166,763 $ 92,018 $170,000(8) -- 26,200 -- 1993 -- -- -- -- -- -- HANS JOACHIM SCHWENZER(10)........... 1995 $323,425 $ 393,874 -- -- 6,500 -- Senior Vice President, 1994 $292,832 $ 130,597 $139,804(4) -- 5,200 -- Tupperware Worldwide 1993 $274,902 $ 173,959 -- -- 6,400 -- CHRISTIAN E. SKROEDER(10)............ 1995 $302,986 $ 258,986 -- -- 7,050 -- President, Tupperware Europe, 1994 $204,510 $ 129,485 -- -- 11,250 -- Africa and Middle East 1993 $166,029 $ 100,308 -- -- 4,400 --
- -------- (1) Includes amounts held in the Premark Retirement Savings Plan that were deferred pursuant to Section 401(k) of the Code and amounts deferred under the Premark Supplemental Plan, as well as Code Section 125 contributions to the Premark Flexible Benefits Plans. (2) Represents the market value on the date of grant of restricted stock awarded under Premark management incentive plans. The number, vesting schedule and value of restricted stock held at the end of the 1995 fiscal year are as follows:
VESTING SCHEDULE DATE OF NUMBER OF ----------------- NAME GRANT SHARES HELD VALUE SHARES DATE ---- -------- ----------- -------- ----------------- Mr. Batts.................... -- -- -- -- -- Mr. Goings................... 03/01/95 17,711 $895,512 17,711 03/01/97 Mr. Campos................... 10/31/95 5,000 $252,812 5,000 10/31/98 Mr. Schwenzer................ -- -- -- -- -- Mr. Skroeder................. -- -- -- -- --
In the event of a change of control of Premark, all shares of restricted stock become free of all restrictions and become nonforfeitable. Holders of restricted stock receive the same dividends as other holders of Premark Common Stock. 34 (3) For the 1995 fiscal year, consists of annual contributions by Premark to the Premark Retirement Savings Plan and amounts credited to the Premark Supplemental Plan (which provides benefits to the named executive officers to which they would have been entitled under the Premark Retirement Savings Plan, but for the benefit limits imposed by the Code) as follows: Mr. Batts, $10,847 and $142,568; Mr. Goings, $11,111 and $48,878; and Mr. Campos, $7,164 and $9,955. (4) Represents a 1994 payout based on 1993 performance under the Long-Term Incentive Plan, but is included among the annual compensation data in accordance with the incentive compensation reporting rules. (5) Represents a special bonus award in recognition of Premark's progress under Mr. Batts' leadership. It is not expected that this will be a recurring event. (6) In the Bonus column, $459,137 represents the cash portion of the 1995 gainsharing award under an employment agreement with Mr. Goings, and $375,000 represents an annual bonus based on the performance of the non- North American Tupperware operations. The other part of the gainsharing award was paid in 8,735 shares of restricted stock, which will vest two years from date of grant. Dividends will be paid on such shares. The value of such shares is reflected in the restricted stock column. See "Expected Compensation and Employee Benefit Plans Following the Distribution." (7) Mr. Campos joined Tupperware on April 18, 1994. (8) Represents a special payment under Mr. Campos' employment agreement to replace the annual incentive he forfeited when he left his previous employer. (9) Represents a restricted stock grant of 5,000 shares valued at $231,250 and a restricted stock grant of 1,902 shares valued at $100,000 under his 1995 gainsharing award. (10) The compensation of Messrs. Schwenzer and Skroeder is paid in the local currency, namely German marks and Swiss francs for Mr. Schwenzer, and Swiss francs for Mr. Skroeder. For purposes of reporting, the local currency has been translated to United States dollars as of the end of each fiscal year. Option/SAR Table. The following Options/SAR Grant Table sets forth, for each of the named executive officers, options granted in respect of Premark Common Stock during fiscal 1995 pursuant to Premark's 1994 Incentive Plan. The plan permits the grant of stock appreciation rights ("SARs") in connection with all or part of an option but no SARs have been granted. As set forth in the Benefits Agreement, subject to any necessary consent, Tupperware employees, other than Mr. Batts, who received options for Premark Common Stock while employed by Premark will as of the Distribution Date have such options replaced with options for Tupperware Common Stock having the same value. Two- thirds of the options on Premark Common Stock held by Mr. Batts will be replaced with options on Tupperware Common Stock. See "Arrangements Between Premark and Tupperware Relating to the Distribution -- Benefits Agreement" and "Expected Compensation and Employee Benefit Plans Following the Distribution." OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS ------------------------------------------------------ NUMBER OF PERCENT OF TOTAL SECURITIES OPTIONS UNDERLYING GRANTED TO EXERCISE OR GRANT DATE OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE NAME GRANTED (#)(1) FISCAL YEAR ($/SH)(2) DATE ($)(2)(3) ---- -------------- ---------------- ----------- ---------- ------------- Warren L. Batts......... 30,000 4.75 $46.35 10/30/05 $625,050 E. V. Goings............ 14,100 2.23 $46.35 10/30/05 $195,849 Luis G. Campos.......... 9,750 1.54 $46.35 10/30/05 $135,428 Hans Joachim Schwenzer.. 5,000 0.79 $46.35 10/30/05 $ 69,450 Christian E. Skroeder... 7,050 1.12 $46.35 10/30/05 $ 97,925
- -------- (1) These options will become exercisable on October 31, 1998. (2) Stock options are granted with an exercise price equal to the average fair market value of Premark Common Stock on the date of grant, rounded up to the nearest nickel. The term of each option is 10 years. In the event of a change of control of Premark, all options will become immediately exercisable and the optionee will have the right to receive the difference between the exercise price and the then fair market value of Premark Common Stock in cash. Exercise prices will be adjusted at the time of the Distribution. 35 (3) The Black-Scholes option pricing model was used assuming a dividend yield of 2%, a risk-free interest rate of 5.8%, an expected stock price volatility based on Premark's historical experience of 30%, and an expected option life based on Premark's historical experience of five years. The attribution of values with the Black-Scholes model to stock option grants requires adoption of certain assumptions, as described above. While the assumptions are believed to be reasonable, the reader is cautioned not to infer a forecast of earnings or dividends either from the model's use or from the values adopted for the model's assumptions. Any future values realized will ultimately depend upon the excess of the stock price over the exercise price on the date the option is exercised. Aggregated Option Exercises and Fiscal Year-End Option Values. The following table sets forth information with respect to the named executive officers, regarding the exercise of options for Premark Common Stock during fiscal 1995 and unexercised options held as of the end of fiscal 1995 pursuant to Premark's 1994 Incentive Plan. As set forth in the Benefits Agreement, Tupperware employees who received options for Premark Common Stock while employed by Premark will have such options replaced with options for Tupperware Common Stock as of the Distribution Date, the number and price of such Tupperware options will be set in a manner that will maintain the aggregate excess of market value over exercise price of the Premark options immediately prior to the Distribution. See "Arrangements Between Premark and Tupperware Relating to the Distribution -- Benefits Agreement" and "Expected Compensation and Employee Benefit Plans Following the Distribution -- Tupperware Corporation 1996 Incentive Plan." AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT SHARES VALUE OPTIONS AT FY-END(#) FY-END($)(2) ACQUIRED ON REALIZED ------------------------- ------------------------- NAME EXERCISE(#)(1) ($)(2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ---- -------------- -------- ----------- ------------- ----------- ------------- Warren L. Batts......... 0 0 114,667 75,333 $5,797,430 $772,213 E. V. Goings............ 0 0 100,000 48,350 3,318,250 364,239 Luis G. Campos.......... 0 0 0 35,950 0 300,479 Hans Joachim Schwenzer.. 2,000 $79,525 20,000 18,100 669,450 134,494 Christian E. Skroeder... 0 0 6,000 22,700 200,835 148,717
- -------- (1) Upon the exercise of an option, the optionee must pay the exercise price in cash or stock. (2) Represents the difference between the fair market value of the common stock underlying the option and the exercise price at exercise, or fiscal year- end, respectively. Exercise prices will be adjusted at the time of the Distribution. Long-Term Incentive Plan Awards. The following table sets forth long-term incentive awards under Premark's 1994 Incentive Plan made during fiscal 1995. It is anticipated that Tupperware will have a long-term incentive plan similar to Premark's 1994 Incentive Plan. See "Expected Compensation and Employee Benefit Plans Following the Distribution -- Tupperware Corporation 1996 Incentive Plan." LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK PRICE- PERFORMANCE OR OTHER BASED PLANS PERIOD UNTIL --------------------------- NAME MATURATION OR PAYOUT THRESHOLD TARGET MAXIMUM ---- -------------------- --------- -------- -------- Warren L. Batts............... 3 years 0 $243,750 $731,250 E. V. Goings.................. 3 years 0 $ 93,750 $281,250 Luis G. Campos................ 3 years 0 $ 65,000 $195,000 Hans Joachim Schwenzer........ 3 years 0 $ 86,820 $260,461 Christian Skroeder............ 3 years 0 $ 75,829 $227,489
- -------- The named executive officers participate in a 3-year Long-Term Program under Premark's 1994 Incentive Plan. The program provides for an incentive opportunity based on meeting or exceeding financial measures established 36 by the Compensation and Directors Committee of the Premark Board. Performance measurements are based on economic value added performance which is defined as net operating profit after taxes less a capital charge. Awards are subject to forfeiture if the participant's employment is terminated. The above estimated future payouts are based on a percentage of current salary which may change between the date hereof and time of payout. Retirement Plans. After the Distribution, none of the employees of Tupperware, including the named executive officers, will participate in any plans of Premark, but are expected to be eligible to participate in Tupperware's newly adopted plans. See "Arrangements Between Premark and Tupperware Relating to the Distribution -- Benefits Agreement" and "Expected Compensation and Employee Benefit Plans Following the Distribution." Messrs. Batts, Goings and Campos (the "U.S. named executive officers"), participate in the Premark International, Inc. Base Retirement Plan (the "Base Plan") at 1% of career average pay. Compensation covered by the Base Plan includes salary and annual bonus paid in the calendar year, but does not include any long-term incentive or other cash payments. Credited years service for each of the U.S. named executive officers are: Mr. Batts, 15.33; Mr. Goings, 3.08; and Mr. Campos, 1.58. Benefits are computed on a straight-life annuity basis and are not subject to any deductions for Social Security or other offset amounts. The estimated annual benefits payable upon retirement at normal retirement age for each of the U.S. named executive officers are: Mr. Batts, $208,317; Mr. Goings, $120,355; and Mr. Campos, $80,919. The estimates take into account participation in the Base Plan, any predecessor plan formula, and the Premark Supplemental Plan, which provides benefits from general assets of Premark that would otherwise be payable from plans but for the benefit limits imposed by the Code. Mr. Skroeder currently participates, and will continue after the Distribution to participate in, the Premiere Products Inc. Pension Plan (the "TEAM pension plan") at 1.75% of pay of the average best five salaries in the final 10 years prior to retirement per year of service. Compensation covered by the TEAM pension plan includes salary plus management bonus, but does not include any overtime, commissions or occasional premiums. Mr. Skroeder has 7.42 years credited service under the TEAM pension plan. Benefits are computed on a straight-life annuity basis and are subject to integration with social security through an offset with covered compensation. The estimated annual benefits payable upon retirement at normal retirement age for Mr. Skroeder is SFr 217,636. The estimate takes into account participation in the TEAM pension plan and any predecessor plan formulas. Mr. Schwenzer currently participates, and will continue after the Distribution to participate in, the Tupperware GmbH Pension Plan (the "German pension plan") at 0.5% of final five year average pay up to the Social Security ceiling, plus 1.67% of final five year average pay in excess of the Social Security ceiling per year of service. Compensation covered by the German pension plan includes salary plus average management bonuses over the last five years, but does not include any overtime, commissions and occasional premiums. Mr. Schwenzer has 32.4 years credited service under the German pension plan. Benefits are computed on a straight-life annuity basis and are not subject to deductions for Social Security or other offset amounts. The estimated annual benefits payable upon retirement at normal retirement age for Mr. Schwenzer is DM 418,750. The estimate takes into account participation in the German pension plan and any predecessor plan formulas. 37 GERMAN PENSION PLAN
YEARS OF SERVICE -------------------------------------------- FINAL AVERAGE PAY 15 20 25 30 35 - ----------- -------- -------- -------- -------- -------- $200,000........................... $ 50,100 $ 66,800 $ 83,500 $100,200 $116,900 225,000........................... 56,363 75,150 93,938 112,725 131,513 250,000........................... 62,625 83,500 104,375 125,250 146,125 300,000........................... 75,150 100,200 125,250 150,300 175,350 400,000........................... 100,200 133,600 167,000 200,400 233,800 450,000........................... 112,725 150,300 187,875 225,450 263,025 500,000........................... 125,250 167,000 208,750 250,500 292,250 600,000........................... 150,300 200,400 250,500 300,600 350,700 700,000........................... 175,350 233,800 292,250 350,700 409,150 800,000........................... 200,400 267,200 334,000 400,800 467,600
Mr. Schwenzer also participates in the Retirement Plan for Employees of the Tupperware GmbH Group. Compensation covered by the Plan includes salary and average management bonus over the last five years, but does not include any overtime, commissions, or other cash payments. Mr. Schwenzer has been credited with 32.4 years of service. Benefits are computed on a straight-life annuity basis and are not subject to deductions for social security or other offset amounts. EXPECTED COMPENSATION AND EMPLOYEE BENEFIT PLANS FOLLOWING THE DISTRIBUTION EMPLOYMENT AGREEMENTS Effective as of the Distribution Date, Tupperware will assume the current employment agreement between Premark and Mr. Goings pursuant to which Mr. Goings will be employed as President and Chief Operating Officer of Tupperware. For the years 1994, 1995 and 1996, Mr. Goings participates in an annual gainsharing program based on pre-tax segment income of Tupperware North America. Any gainsharing awards earned are payable 50% in cash and 50% in Restricted Stock (as defined below). Gainsharing awards for 1994 and 1995 are reflected in the Summary Compensation Table. Also, Mr. Goings participates in annual incentive programs based on non-North-American Tupperware operations. To replace stock compensation forfeited when Mr. Goings left his previous employer, he was granted a stock option for 100,000 shares of Premark Common Stock which became exercisable in 1995. He was awarded 40,000 shares of Restricted Stock which vested in one-third increments annually ending in 1995. In the event Mr. Goings is terminated without cause, he will receive an amount equal to two times his base salary, offset by the amounts due under Tupperware's severance pay plan. Tupperware has an employment agreement with Mr. Campos which will continue after the Distribution Date. Pursuant to his employment agreement, Mr. Campos received a starting annual base salary of $215,000. In addition, he is entitled to participate in an annual gainsharing program through 1997 under which he will receive, if certain performance levels are met, an award of Restricted Stock. The maximum annual value for any such award is $100,000, with a maximum cumulative gainsharing award during the three-year period for the program of $300,000. Additionally, under the terms of their respective employment agreements, Messrs. Goings and Campos are each entitled to incentive bonus payments pursuant to the 1996 Incentive Plan (as defined below). Mr. Goings and Mr. Campos will also be entitled to participate in and receive all benefits under any and all savings and retirement plans and welfare benefit plans, practices, policies and programs maintained or provided by Tupperware for the benefit of senior executives. Tupperware has an agreement with Mr. Schwenzer which will continue after the Distribution Date. Pursuant to such agreement, on October 31, 1998, Mr. Schwenzer will receive 5,000 shares of Tupperware Common Stock in exchange for his agreement not to compete with Tupperware or hire away any of its employees for a one-year period following his retirement which is expected to occur in 2001. 38 It is anticipated that Tupperware will enter into a change of control employment agreement (collectively, the "Change of Control Agreements") with each of its executive officers. The purpose of these agreements is to assure stockholders that the business of Tupperware will continue with a minimum amount of disruption in the event of a change of control of Tupperware. Under the terms of the Change of Control Agreements a change of control is defined as the acquisition of 20% or more of Tupperware Common Stock or voting securities of Tupperware by a person or group, certain changes in the majority of the Tupperware Board, certain mergers involving Tupperware, or the liquidation, dissolution or sale of all or substantially all of the assets of Tupperware. If within three years of a change of control, Tupperware terminates any such officer's employment (other than for cause or disability) or any such officer terminates his employment for good reason, or, during the 30-day period beginning one year after a change in control, any such officer terminates his employment for any reason, such officer will be entitled to, among other things, his or her base salary and pro rata bonus through the date of termination; the amount of any compensation previously deferred and any accrued vacation pay, in each case, to the extent not yet paid; three times his or her base salary and highest incentive award; and continued participation in Tupperware welfare plans for the remainder of such three-year period (other than medical benefits which will, under certain circumstances, be continued for the lifetime of such officer). Additionally, if any payment or distribution by Tupperware or any subsidiary or affiliate to an officer who is party to a Change of Control Agreement would be subject to any excise tax as an "excess parachute payment", then such officer will be entitled to receive an additional gross-up payment in an amount such that after payment of all taxes by such officer attributable to such additional gross-up payment, such officer is in the same after-tax position as if no excise tax had been imposed on such officer. Pursuant to the terms of the Change of Control Agreements, if a change of control occurred that resulted in termination of employment, based on their respective compensation during fiscal 1995, the named executive officers would be entitled to payments as follows: Mr. Batts, $4,344,434; Mr. Goings, $2,940,071; Mr. Campos, $1,272,582; Mr. Skroeder, $1,162,304; and Mr. Schwenzer, $1,519,835. It is anticipated that, following the Distribution Date, Mr. Batts will be an employee of both Premark and Tupperware. Mr. Batts' salary and benefits will be paid by Tupperware, with one-third of the cost thereof reimbursed by Premark. Two-thirds of the stock options on Premark Common Stock held by Mr. Batts will, as of the Distribution Date, be replaced with stock options on Tupperware Common Stock, the number and price of such Tupperware options will be set in a manner that will maintain the aggregate excess of market value over exercise price of such stock options on Premark Common Stock immediately prior to the Distribution. TUPPERWARE CORPORATION 1996 INCENTIVE PLAN Prior to the Distribution Date, the Tupperware Board and the Premark Board will adopt, and Premark will submit to its stockholders for approval, the Tupperware Corporation 1996 Incentive Plan (the "1996 Incentive Plan"). The 1996 Incentive Plan is designed to promote the success and enhance the value of Tupperware by linking the interests of certain of the full-time employees of Tupperware ("Participants") to those of Tupperware's stockholders and by providing Participants with an incentive for outstanding performance. The 1996 Incentive Plan is further intended to provide flexibility to Tupperware in its ability to motivate, attract and retain Participants upon whose judgment, interest and special efforts Tupperware's successful operation largely is dependent. As determined by the Compensation and Directors Committee, or any other designated committee of the Tupperware Board, Tupperware employees, including employees who are members of the Tupperware Board, are eligible to participate in the 1996 Incentive Plan. Non-employee directors are not eligible to participate in the 1996 Incentive Plan. The Tupperware Board has provided for the 1996 Incentive Plan to remain in effect for 10 years, to 2006. The description below is intended as a summary only and is qualified in its entirety by reference to the 1996 Incentive Plan, a copy of which is attached hereto as Annex C. General. The 1996 Incentive Plan will be administered by the Compensation and Directors Committee of the Tupperware Board or, at the discretion of the Tupperware Board, any other committee appointed by the Tupperware Board for such purpose (the "Committee"). Four types of awards may be granted to Participants under the 1996 Incentive Plan: (i) stock options (both non- qualified and incentive) ("Options"), (ii) SARs, (iii) restricted Tupperware Common Stock ("Restricted Stock") and (iv) performance awards ("Performance Awards," and together with the Options, SARs and Restricted Stock, the "Awards"). 39 The 1996 Incentive Plan provides that the total number of shares of Tupperware Common Stock available for grant under the 1996 Incentive Plan may not exceed 6,100,000 shares; provided that if during the term of the 1996 Incentive Plan Tupperware repurchases shares of Tupperware Common Stock, additional shares equal to the number of such repurchased shares, up to 1,500,000 shares, will be available for Options; and provided further that the total number of shares of Tupperware Common Stock available for Restricted Stock awards is not to exceed 300,000. No Participant may be granted Awards covering in excess of 10% of the shares of Tupperware Common Stock available for issuance over the life of the 1996 Incentive Plan. If any Award is cancelled or forfeited or terminates, expires, or lapses (other than a termination of a Tandem SAR (as defined below) upon exercise of the related Option or the termination of a related Option upon exercise of the corresponding Tandem SAR), shares subject to such Award will be available for the grant of an Award under the 1996 Incentive Plan. In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of Tupperware, or any reorganization or partial or complete liquidation of Tupperware, the Committee or the Tupperware Board may make such substitutions or adjustments in the aggregate number, and class of shares reserved for issuance or subject to outstanding Awards and in the price of shares subject to outstanding Options or SARs as it may determine to be appropriate. The 1996 Incentive Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and is not qualified under Section 401(a) of the Code. Options. The term of Options granted under the 1996 Incentive Plan may not exceed 10 years. The exercise price for each Option granted will be determined by the Committee; provided that the exercise price may not be less than 100% of the fair market value (as defined in the 1996 Incentive Plan) of a share of Tupperware Common Stock on the date of grant. A Participant exercising an Option may pay the exercise price in full in cash, or, if approved by the Committee with previously acquired shares of Tupperware Common Stock. The Committee, in its discretion, may allow cashless exercise of Options. Options are nontransferable other than by will or laws of descent and distribution (and, in the case of a nonqualified Option, pursuant to a domestic relations order or by gift to members of the holder's immediate family, whether directly or indirectly or by means of a trust or partnership), and, during the Participant's lifetime, may be exercised only by the Participant or his legal representative. SARs. SARs may be granted by the Committee in connection with all or part of any Option grant ("Tandem SARs") or granted separately and unrelated to any Option ("Freestanding SARs"). A Tandem SAR may be exercised only with respect to the shares for which its related Option is then exercisable. SARs permit the Participant to receive in cash or shares of Tupperware Common Stock (or a combination of both) an amount equal to the excess of the fair market value of a share of Tupperware Common Stock on the date the SAR is exercised over the exercise price for the SAR times the number of shares of Tupperware Common Stock with respect to which such SAR is exercised. The term of SARs granted under the 1996 Incentive Plan may not exceed 10 years. The exercise price of a Freestanding SAR will be determined by the Committee. The exercise price of a Tandem SAR will equal the exercise price of the related Option. SARs are nontransferable other than by will or laws of descent and distribution, and, during the Participant's lifetime, may be exercised only by the Participant; provided that at the discretion of the Committee, an award agreement may permit transfer of a SAR by a Participant solely to members of the Participant's immediate family or trusts or partnerships for the benefit of such persons. Restricted Stock. The Committee may grant Restricted Stock to eligible employees in such amounts as the Committee determines. At the time of each award of Restricted Stock the Committee will establish a restricted period, which may not, unless specified conditions described below are satisfied, be less than three years from the grant date (the "Restricted Period"), during which such stock may not be sold, transferred, pledged, assigned or otherwise alienated; provided that the Committee may permit transfers of Restricted Stock during such period 40 to members of the Participant's immediate family or trusts or partnerships for the benefit of such persons. If a Participant terminates his employment or is involuntarily terminated for cause during the Restricted Period, all Restricted Stock held by such Participant will be forfeited. If a Participant is involuntarily terminated other than for cause, the Committee may waive all or part of any remaining restrictions on such Participant's Restricted Stock. Up to one-third of the shares of Tupperware Common Stock available for grant under the 1996 Incentive Plan as Restricted Stock awards may be issued without a minimum Restricted Period. After the Restricted Period has expired, the related Restricted Stock is freely transferable. The Committee has discretion to determine whether holders of Restricted Stock will be entitled to dividends or other distributions thereon. If any such dividends or distributions are in shares of Tupperware Common Stock such shares will be subject to the same restrictions as the related Restricted Stock. In the event the holder of Restricted Stock on which dividends or distributions are made is subject to Section 16 of the Exchange Act, the vesting period for such dividend or distribution will be the longer of (i) the remaining vesting period on the related Restricted Stock and (ii) six months. Performance Awards. The Committee may from time to time grant Performance Awards, which, as determined by the Committee, may include, without limitation, cash, Tupperware Common Stock, performance units, performance shares, or any combination thereof. The Committee will set the performance goals and restrictions applicable to each Performance Award, including establishing the applicable performance period and the value of the Performance Award. After the applicable performance period has ended, the holder of a Performance Award will be entitled to receive the payout earned to the extent to which the corresponding performance goals were satisfied. Performance Awards are nontransferable other than by will or laws of descent and distribution and during the Participant's lifetime may be exercised only by the Participant; provided that at the discretion of the Committee, an award agreement may permit transfer of a Performance Award by a Participant solely to members of the Participant's immediate family or trusts or partnerships for the benefit of such persons. Change of Control. In the event of a Change of Control (as defined in the 1996 Incentive Plan), (i) so long as an Option or SAR has been outstanding for at least six months as of the date of such Changes of Control, any such Option or SAR that is not then exercisable and vested will become fully exercisable and vested, (ii) the restrictions on any Restricted Stock will lapse and (iii) all Performance Awards will be deemed earned. If a Participant's employment is terminated as a consequence of a Change of Control, any Option granted to such Participant will remain exercisable until the earlier of seven months following such termination or until the expiration of the stated term of such Option. During the sixty-day period following a Change of Control, any Participant will have the right to surrender all or part of any Option held by such Participant, in lieu of payment of the exercise price, and to receive cash in an amount equal to the difference between (i) the higher of the price received for Tupperware Common Stock in connection with the Change of Control and the fair market value of a share of Tupperware Common Stock on the date, if any, that such Option or Award is cancelled (the "Change of Control Price"), and (ii) the exercise price (the difference between (i) and (ii) being referred to as, the "Spread") multiplied by the number of shares of Tupperware Common Stock granted in connection with the exercise of such Option; provided that such Change of Control transaction would not thereby be made ineligible for pooling of interests accounting; and provided further that if the Change of Control is within six months of the grant date for any such Option, no such election may be made prior to six months from such grant date; and provided further that if the Option is an "incentive stock option" under Section 422 of the Code, the "Change of Control Price" will equal the fair market value of a share of the Tupperware Common Stock on the date, if any, that such Option is cancelled. If such sixty-day period ends within the period six months after the grant date for an Option or Award, any such Option or Award held by a Participant subject to Section 16 of the Exchange Act will be cancelled and the holder 41 thereof will receive six months and one day after the grant of such Option or Award, in the case of such Option, an amount equal to the Spread and, in the case of such Award, the Change of Control Price, in each case multiplied times the number of shares of Tupperware Common Stock granted under or comprising such Option or Award, as the case may be. Deferrals. The Committee may permit a Participant to elect, or the Committee may require, at its sole discretion, subject to the proviso set forth below, any one or more of the following: (i) the deferral of a Participant's receipt of cash, (ii) a delay in the exercise of an Option or SAR, (iii) a delay in the lapse or waiver of restrictions with respect to Restricted Stock, or (iv) a delay of the satisfaction of any requirements or goals with respect to Performance Awards; provided that the Committee's authority to take such actions exists only to the extent necessary to reduce or eliminate a limitation on the deductibility of compensation paid to a Participant pursuant to (and so long as such action in and of itself does not constitute the exercise of impermissible discretion under) Section 162(m) of the Code, or any successor provision thereunder. If any such deferral is required or permitted, the Committee will establish rules and procedures for such deferrals, including provisions relating to periods of deferral, the terms of payment following the expiration of the deferral periods, and the rate of earnings, if any, to be credited to any amounts deferred thereunder. Amendments. The Tupperware Board may at any time terminate, amend, or modify the 1996 Incentive Plan; provided that no amendment, alteration or discontinuation will be made which will disqualify the 1996 Incentive Plan from the exemption provided by Rule 16b-3 promulgated under the Exchange Act, and, to the extent required by law, no such amendment will be made without the approval of the Tupperware stockholders. Federal Income Tax Considerations. The following brief summary of the United States federal income tax rules currently applicable to nonqualified stock options, incentive stock options, SARs, restricted stock and performance awards is not intended to be specific tax advice to Participants under the 1996 Incentive Plan. Two types of stock options may be granted under the 1996 Incentive Plan: nonqualified stock options ("NQOs") and incentive stock options ("ISOs"). SARs, restricted stock and performance awards may also be granted under the Plan. The grant of an Award generally has no immediate tax consequences to the Participant or Tupperware. Generally, participants will recognize ordinary income upon: (i) the exercise of NQOs or SARs; (ii) the vesting of shares of restricted stock; and (iii) the actual receipt of cash or stock pursuant to performance awards. In the case of NQOs and SARs, the amount of income recognized is measured by the difference between the exercise price and the fair market value of Tupperware Common Stock on the date of exercise. In the case of restricted stock and performance awards, the amount of income is equal to the fair market value of the stock or other property (including cash) received. The exercise of an ISO for cash generally has no immediate tax consequences to a Participant or to Tupperware. Participants may in certain circumstances recognize ordinary income upon the disposition of shares acquired by exercise of an ISO, depending upon how long such shares were held prior to disposition. Special rules apply to shares acquired by exercise of ISOs for previously held shares. In addition, special tax rules may result in the imposition of a 20% excise tax on any "excess parachute payments" that result from the acceleration of the vesting or exercisability of Awards upon a Change of Control. Tupperware is generally required to withhold applicable income and Social Security taxes ("employment taxes") from ordinary income which a Participant recognizes on the exercise or receipt of an Award. Tupperware thus may either require Participants to pay to Tupperware an amount equal to the employment taxes Tupperware is required to withhold or retain or sell without notice a sufficient number of the shares to cover the amount required to be withheld. Tupperware generally will be entitled to a deduction for the amount includible in a Participants' gross income for federal income tax purposes upon the exercise or actual receipt of an Award. However, such deduction generally is available only if Tupperware timely complies with applicable information reporting 42 requirements under Sections 6041 and 6041A of the Code. Furthermore, Section 162(m) of the Code and the regulations thereunder may in some circumstances limit deductibility with respect to "covered employees" whose total annual compensation exceeds one million dollars, and Section 280G of the Code and the regulations thereunder may render nondeductible amounts includible in income by employees that are contingent upon a Change of Control and that are characterized as "excess parachute payments". Resale of Shares. The registration requirements of any applicable state securities laws and the resale restrictions of Rule 144 under the Securities Act may restrict the sale of shares of Tupperware Common Stock acquired pursuant to the exercise of Awards by "affiliates" of Tupperware within the meaning of the Securities Act. For purposes of creating short-swing profit liability under Section 16 of the Exchange Act, sales of such shares by affiliates will be matchable with market purchases within less than six months before or after such sales. Affiliates should consult their legal advisors prior to engaging in such transactions. TUPPERWARE CORPORATION DIRECTOR STOCK PLAN Prior to the Distribution Date the Tupperware Board will adopt, and Premark, as Tupperware's sole stockholder, will approve, the Tupperware Corporation Director Stock Plan (the "Director Stock Plan"). The purposes of the Director Stock Plan are to (i) promote a greater identity of interest between Tupperware's non-employee directors and its stockholders and (ii) attract and retain persons to serve as directors and to provide a more direct link between directors' compensation and stockholder value. The description below is intended as a summary only and is qualified in its entirety by reference to the Director Stock Plan, a copy of which is attached hereto as Annex D. General. The Director Stock Plan will be administered by the Tupperware Board or a committee of the Tupperware Board designated for such purpose. Pursuant to the terms of the Director Stock Plan, non-employee directors of Tupperware will be eligible to participate in the Director Stock Plan following the Distribution (each, an "Eligible Director"). A total of 300,000 shares of Tupperware Common Stock will be reserved for issuance and available for grants under the Director Stock Plan. In the event of any change in corporate capitalization (such as a stock split) or a corporate transaction (such as a merger, consolidation, separation including a spin-off or other distribution of stock or property of Tupperware, any reorganization or any complete liquidation of Tupperware) the Tupperware Board may make such substitution or adjustments in the aggregate number and class of shares reserved for issuance under the Director Stock Plan, in the number, kind and option price of shares subject to outstanding Options, in the number and kind of shares subject to other outstanding awards granted under the Director Stock Plan and/or such other equitable substitution or adjustments as it may determine to be appropriate in its sole discretion; provided, however, that the number of shares subject to any award must always be a whole number. Pursuant to the Director Stock Plan, each Eligible Director will receive an initial award of 1,000 shares of Tupperware Common Stock after serving the first three months as a member of the Tupperware Board. Tupperware Common Stock. With respect to the annual retainer paid to directors (the "Annual Retainer"), each Eligible Director may make an annual irrevocable election to receive shares of Tupperware Common Stock in lieu of all or any portion (in 25% increments) of the Annual Retainer; provided that the election of cash, Tupperware Common Stock and Options under the Director Stock Plan are alternatives and, taken together, may not exceed 100% of such Annual Retainer. The number of shares of Tupperware Common Stock granted to an Eligible Director will be equal to the appropriate percentage of the Annual Retainer payable in each fiscal quarter divided by the fair market value (as defined in the Director Stock Plan) of a share of Tupperware Common Stock on the last business day of such fiscal quarter rounded to nearest number of shares of Tupperware Common Stock. Fractional shares of Tupperware Common Stock will not be granted and any remainder in Annual Retainer which otherwise would have purchased fractional shares will be paid in cash. 43 Options. Each Eligible Director may also make an irrevocable election to receive an Option for Tupperware Common Stock in lieu of all or any portion (in 25% increments) of the Annual Retainer equal to:
PERCENT OF ANNUAL NUMBER OF OPTIONS RETAINER FORGONE ----------------- ----------------- 2,000 100% 1,500 75% 1,000 50% 500 25%
The election of cash, Tupperware Common Stock and Options under the Director Stock Plan are alternatives and, taken together, may not exceed 100% of such Annual Retainer. The exercise price for the Options will be based on the fair market value of Tupperware Common Stock on the date of the grant of such Option adjusted for the percentage of the Annual Retainer forgone, but in no event will the exercise price be less than 50% of such fair market value. The date of grant of any Option will be the later of (i) the date of the annual stockholders' meeting following the Eligible Director's election to receive an Option in lieu of the Annual Retainer and (ii) six months and one day after such election. Except in the case of death, disability, retirement or termination, Options granted under the Director Stock Plan will have a term of ten years and will vest and become exercisable on the last day of the fiscal year in which such Option is granted, provided that the Eligible Director remains on the Tupperware Board. An Option shall vest immediately in the event of death. In the event that an Eligible Director terminates his or her membership on the Tupperware Board due to disability or retirement, the amount of any outstanding Options which are not then vested will be adjusted to reflect that portion of such Eligible Director's Annual Retainer actually earned in the year. In the event that an Eligible Director's membership on the Tupperware Board is terminated by Tupperware for cause, any Options which have not become vested will be forfeited. As used in the Director Stock Plan, "cause" means (i) the conviction of a felony, or (ii) dishonesty in the course of performing the duties as a director. Transferability. Grants and awards under the Director Stock Plan are not assignable or transferable nor may they be pledged or hypothecated. Any grant or award that constitutes a "derivative security" within the meaning of the Exchange Act may not be transferred other than by will or laws of descent and distribution or pursuant to a domestic relations order or qualified domestic relations order. Amendments. The Director Stock Plan may be amended by the Tupperware Board, provided that to the extent required to qualify transactions under the Director Stock Plan for exemption under Rule 16b-3 promulgated under the Exchange Act, no amendment to the Director Stock Plan may be adopted without further approval by the holders of at least a majority of the shares of Tupperware Common Stock present, or represented, and entitled to vote at a meeting held for such purpose, and provided further that if and to the extent required for the Director Stock Plan to comply with Rule 16b-3, no amendment to the Director Stock Plan shall be made more than once in any six-month period that would change the amount, price or timing of the grants of awards or Options thereunder other than to comply with changes in the Code, ERISA, or the regulations thereunder. Termination. The Director Stock Plan may be terminated at any time by either the Tupperware Board or by holders of a majority of the shares of Tupperware Common Stock present and entitled to vote at a duly convened meeting of stockholders. Change of Control. In the event of a Change of Control (as defined in the Director Stock Plan), any outstanding Options that are not then exercisable and vested will become fully exercisable and vested. During the sixty-day period following a Change of Control, any Eligible Director will have the right to surrender all or part of any Option or award of Tupperware Common Stock held by such Eligible Director, and in the case of an Option, in lieu of payment of the exercise price, to receive cash in an amount equal to the Spread multiplied by the number of shares of Tupperware Common Stock granted in connection with the exercise of such Option so surrendered or, in the case of an award of Tupperware Common Stock, to receive cash in an amount equal to the 44 Change of Control Price multiplied by the number of shares of Tupperware Common Stock so surrendered; provided that if the Change of Control is within six months of the grant date for any such Option or award, no such election may be made prior to six months from such grant date. If such sixty-day period ends within the period six months after the grant date for an Option or award, such Option or award will be cancelled and the holder thereof will receive six months and one day after the grant of such Option or award, an amount equal, in the case of an Option, to the Spread multiplied times the number of shares of Tupperware Common Stock granted under such Option and in the case of an award, the Change of Control Price multiplied by the number of Tupperware Common Stock so awarded. Federal Income Tax Considerations. Eligible Directors electing Tupperware Common Stock in lieu of cash fees will be taxed on the value of the Tupperware Common Stock at the time of receipt. Eligible Directors making an irrevocable election to receive an Option in lieu of cash fees will be taxed at the time of exercise of the Option on the difference between the exercise price and the fair market value of the Tupperware Common Stock covered by the Option. In each case, Tupperware will receive a corresponding deduction; provided that Section 280G of the Code and the regulations thereunder may render nondeductible amounts that are contingent upon a Change of Control and are characterized as "excess parachute payments." Resale of Shares. The holders of shares of Tupperware Common Stock received upon the exercise of an Option must comply with the resale requirements of the Securities Act and the rules and regulations promulgated thereunder. Securities registration requirements under the Securities Act may be applicable to resales by any Eligible Director. The restrictions imposed by Section 16 of the Exchange Act upon any Eligible Director and the registration requirements of any applicable state securities laws may restrict the resales of shares acquired pursuant to the exercise of Options by an Eligible Director. EMPLOYEE PENSION AND RETIREMENT SAVINGS PLANS Prior to the Distribution Date, the Tupperware Board will adopt and Premark, as Tupperware's sole stockholder, will approve, certain pension plans and retirement savings plans for United States payroll employees, similar to the pension and retirement savings plans currently maintained by Premark. Assets attributable to employees of Tupperware will be transferred from the corresponding Premark plans and credit will be given to such employees under Tupperware's plans for periods during which they were employed by Premark, its predecessors and their subsidiaries. See "Arrangements between Premark and Tupperware Relating to the Distribution -- Benefits Agreement." Tupperware employees who are not on the United States payroll are currently, and will continue to be after the Distribution, covered by plans in their respective countries. Each of the United States plans described below has limitations on contributions and benefits complying with the restrictions contained in the Code. Supplemental payments will be made in certain instances to provide the benefits that would be payable under such plans but for such limitations. These supplemental payments are generally deductible by Tupperware for federal income tax purposes when made. Pension Plan. Substantially all United States payroll employees of Tupperware (including U.S. named executive officers) will be eligible to participate in the Tupperware Base Retirement Plan (the "Pension Plan"). Under the Pension Plan the basic annual pension benefit payable to a participant upon attainment of age 65 ("normal retirement") will be equal to 1% of his or her compensation for each year of service. A participant's accrued benefit becomes nonforfeitable after 5 years of service. Participants will be credited, for all purposes under the Pension Plan, with service prior to the Distribution Date with Premark, its predecessors and their subsidiaries. Application of the joint and survivor form of benefit or the election of other payment options would reduce annual pension benefits, as would early retirement in cases where payments commence before age 65. Messrs. Skroeder and Schwenzer currently participate, and will continue after the Distribution to participate, in pension plans in Switzerland and Germany, respectively. See "Compensation of Executive Officers -- Pension Plans." 45 Retirement Savings Plan. Substantially all United States payroll employees of Tupperware (including the U.S. named executive officers) will be eligible to participate in the Tupperware Retirement Savings Plan (the "Savings Plan"). Under the provisions of the Savings Plan, participants will be permitted, pursuant to a qualified cash or deferred arrangement described in Section 401(k) of the Code, to elect to defer receipt of up to 16% of compensation. Employer contributions under the provisions of the Savings Plan will be (a) based upon participant contributions and will amount to 50% of each participant's contributions up to 6% of covered compensation and (b) based upon participant covered compensation up to the Social Security wage base plus 6% of covered compensation above the Social Security wage base. (Employee and employer contributions may also be limited by Code provisions.) Participants will be credited, for all purposes under the Savings Plan, with service with Premark, its predecessors and their subsidiaries prior to the Distribution. Subject to certain restrictions, salary deferral contributions and employer contributions will be invested by the Savings Plan trustee in (i) a fund consisting primarily of Tupperware Common Stock or (ii) a "mix fund". A "mix fund" is either one of the four "mix" funds established by Tupperware, each of which has different investment characteristics, or a fund for which the participant has designated the mix of investments from a designated list of investments. Employer contributions vest at the rate of 20% per year of service; participant contributions will always be 100% vested. Distribution of participant contributions and vested employer contributions, together with all accruals thereon, normally will be made upon termination of employment in the form of a single sum payment or, if the participant elects, an annuity. Mr. Schwenzer currently participates, and will continue after the Distribution to participate, in a German savings plan. Supplemental Plan. United States payroll employees of Tupperware (including certain named executive officers) whose benefits are restricted due to Code limitations are eligible to participate in Tupperware's Supplemental Plan (the "Supplemental Plan"). The Supplemental Plan is an unfunded, non-qualified deferred compensation arrangement designed to complement Tupperware's qualified plans. An employee who is covered by the Supplemental Plan will receive a supplemental benefit which, when combined with the benefit under the Pension Plan, will equal the full pension to which he or she would be entitled in the absence of the limitations imposed under the Code. In addition, employees who are covered by the Supplemental Plan may elect to defer before-tax contributions above the annual limitations imposed on qualified contribution plans such as the Savings Plan. Tupperware currently estimates that as of the Distribution Date, approximately 43 employees will be eligible to receive benefits under the Supplemental Plan. COMPENSATION COMMITTEE INTERLOCKS DISCLOSURE AND INSIDER PARTICIPATION There are no compensation committee interlocks. The members of the Tupperware Compensation and Directors Committee are expected to be Mr. Grum (Chairperson), Dr. Elam, Mr. Luecke, and Mr. Marbut. 46 OWNERSHIP OF TUPPERWARE COMMON STOCK BY CERTAIN BENEFICIAL OWNERS Premark currently owns all of the outstanding shares of Tupperware Common Stock. The following table sets forth information with respect to persons anticipated to be the beneficial owner of more than 5% of Tupperware Common Stock outstanding as of the Distribution Date based upon the number of outstanding shares of Premark Common Stock on December 31, 1995.
AMOUNT AND NATURE OF PERCENTAGE NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS ------------------------------------ -------------------- ---------- Bankers Trust New York Corporation 5,418,899(1) 8.8% Post Office Box 318 Church Street Station New York, New York 10008 Loomis Sayles & Company, L.P. 4,014,040(2) 6.6% One Financial Center Boston, Massachusetts 02111-26600
- -------- (1) As of December 31, 1995, Bankers Trust New York Corporation and its wholly-owned subsidiary, Bankers Trust Company (the "Bank"), were the beneficial owners of 1,348,823 shares of Premark Common Stock. The Bank also acts as trustee for various employee benefit plan trusts, including the Premark International, Inc. Master Defined Contribution Trust which holds 4,070,076 shares of Premark Common Stock for the individual accounts of approximately 6,400 Premark employees who participate in the Premark stock fund in Premark-sponsored plans. With respect to Tupperware, the Bank is expected to serve as the trustee of the Tupperware Corporation Defined Contribution Trust which is expected, based on December 31, 1995 figures, to hold approximately 390,000 shares of Tupperware Common Stock for the individual accounts of approximately 990 employees of Tupperware who are expected to participate in the Tupperware stock fund in Tupperware-sponsored plan, and 3,680,076 shares of Tupperware Common Stock with respect to Premark Plans. The Bank is expected, based on December 31, 1995 figures, to be the beneficial owner of 1,348,823 shares of Tupperware Common Stock. (2) As of December 31, 1995, Loomis Sayles & Company, L.P. ("Loomis"), a wholly-owned subsidiary of New England Investment Companies, Inc., beneficially owned 4,014,040 shares of Premark Common Stock. On the Distribution Date, Loomis will receive shares of Tupperware Common Stock equal to the number of shares of Premark Common Stock it holds. Based upon December 31, 1995 figures, it is anticipated Loomis would become the beneficial owner of 4,014,040 of Tupperware Common Stock. CERTAIN TRANSACTIONS Tupperware has in the past engaged in numerous transactions with Premark. Such transactions have included, among other things, the extension of intercompany loans, the provision of various other types of financial support by or to Premark, and the sharing of services and administration and the costs thereof. Prior to the Distribution, Dart will make the Dividend Payment to Premark. See "Arrangements Between Premark and Tupperware Relating To The Distribution -- Distribution Agreement." HART-SCOTT-RODINO FILING REQUIREMENT Any person receiving shares of Tupperware Common Stock pursuant to the Distribution and meeting the criteria set forth below may be required to file a Premerger Notification and Report pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). In general, if (i) a person receiving shares of Tupperware Common Stock pursuant to the Distribution would own, upon consummation of the 47 Distribution, Tupperware Common Stock that exceeds $15 million in value, (ii) certain jurisdictional requirements are met and (iii) no exemption applies, then the HSR Act would require that such person file a Premerger Notification and Report Form and observe the applicable waiting periods under the HSR Act prior to acquiring Tupperware Common Stock pursuant to the Distribution. If such waiting periods have not expired or been terminated at the Distribution Date with respect to such recipient, Premark may be required to deliver such recipient's shares of Tupperware Common Stock into an escrow facility pending the expiration or termination of such waiting period. Holders of Premark Common Stock are urged to consult their legal counsel to determine whether the requirements of the HSR Act will apply to the receipt by them of shares of Tupperware Common Stock in the Distribution. DESCRIPTION OF TUPPERWARE CAPITAL STOCK AUTHORIZED CAPITAL STOCK The authorized capital stock of Tupperware consists of 600,000,000 shares of Tupperware Common Stock and 200,000,000 shares of preferred stock, no par (the "Tupperware Preferred Stock"). No shares of Tupperware Preferred Stock will be issued in connection with the Distribution. Based on the number of shares of Premark Common Stock outstanding as of , 1996, up to approximately million shares of Tupperware Common Stock will be issued to stockholders of Premark in the Distribution. All of the shares of Tupperware Common Stock issued in the Distribution will be validly issued, fully paid and nonassessable. The following summary description of the capital stock of Tupperware is qualified in its entirety by reference to the proposed forms of the Certificate of Incorporation and By-Laws of Tupperware, forms of which are attached hereto as Annexes A and B, respectively. TUPPERWARE COMMON STOCK Holders of Tupperware Common Stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and, except as described below, a majority vote is required for all action to be taken by stockholders. Holders of Tupperware Common Stock do not have cumulative voting rights in the election of directors and have no preemptive, subscription, redemption, sinking fund or conversion rights. Subject to preferences that may be applicable to holders of any outstanding shares of any Tupperware Preferred Stock, holders of Tupperware Common Stock are entitled to such dividends as may be declared by the Tupperware Board out of funds legally available therefor. Upon any liquidation, dissolution or winding-up of Tupperware, the assets legally available for distribution to stockholders are distributable ratably among the holders of Tupperware Common Stock at that time outstanding, subject to prior distribution rights of creditors of Tupperware and to the preferential rights of any outstanding shares of Tupperware Preferred Stock. TUPPERWARE PREFERRED STOCK Under the Certificate of Incorporation the Tupperware Board is authorized to provide for the issuance of Tupperware Preferred Stock, in one or more series, and to determine, with respect to any such series, the designations, voting powers, preferences and rights of such series, and such qualifications, limitations or restrictions thereof, as the Tupperware Board shall determine. See "Certain Antitakeover Effects of Certain Provisions of the Certificate of Incorporation, By-laws and State Law -- Certificate of Incorporation and By- laws." In connection with the Rights Agreement to be adopted by Tupperware, the Tupperware Board will designate a series of Preferred Stock (the "Preferred Shares"). See " -- Tupperware Rights Agreement." TUPPERWARE RIGHTS AGREEMENT Prior to the Distribution, the Tupperware Board will adopt a Rights Agreement (the "Rights Agreement") between Tupperware and Norwest Bank Minnesota, N.A. (the "Rights Agent") and cause to be issued one preferred share purchase right (a "Right") with each share of Tupperware Common Stock issued to holders of Premark Common Stock on the Record Date. Each Right will entitle the registered holder to purchase from 48 Tupperware one one-hundredth of a Preferred Share at a price of $ per one one-hundredth of a Preferred Share (the "Purchase Price") subject to adjustment. The terms of the Rights will be set forth in the Rights Agreement. The description set forth below is intended as a summary only and is qualified in its entirety by reference to the Rights Agreement, which is attached hereto as Annex E. Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding shares of Tupperware Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Tupperware Board prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding shares of Tupperware Common Stock (the earlier of such dates being the "Rights Distribution Date"), the Rights will be evidenced, with respect to any shares of Tupperware Common Stock certificates outstanding as of the Record Date, by such Tupperware Common Stock certificate with a copy of a summary of rights attached thereto. The Rights Agreement provides that, until the Rights Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the shares of Tupperware Common Stock. Until the Rights Distribution Date (or earlier redemption or expiration of the Rights), new Tupperware Common Stock certificates issued after the Record Date upon transfer or new issuance of Tupperware Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Rights Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Tupperware Common Stock outstanding as of the Record Date, even without such notation or a copy of the summary of rights being attached thereto, will also constitute the transfer of the Rights associated with the Tupperware Common Stock represented by such certificate. As soon as practicable following the Rights Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to holders of record of Tupperware Common Stock as of the close of business on the Rights Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Rights Distribution Date. The Rights will expire on , 2006 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by Tupperware, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then-current market price of the Preferred Shares, or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Tupperware Common Stock or a stock dividend on the Tupperware Common Stock payable in Tupperware Common Stock or subdivisions, consolidations or combinations of the Tupperware Common Stock occurring, in any such case, prior to the Rights Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Tupperware Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per share of 49 Tupperware Common Stock. Each Preferred Share will have 100 votes, voting together with the Tupperware Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Tupperware Common Stock are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per shares of Tupperware Common Stock. The Rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Tupperware Common Stock. In the event that Tupperware is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of Tupperware Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Tupperware Common Stock, the Tupperware Board may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one share of Tupperware Common Stock, or one one-hundredth of a Preferred Share (or of a share of a class or series of Tupperware Preferred Stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of Tupperware, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding shares of Tupperware Common Stock, the Tupperware Board may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis with such conditions as the Tupperware Board in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Tupperware Board without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less 10%, except that from and after such time as any person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of Tupperware, including, without limitation, the right to vote or to receive dividends. The Rights will have certain antitakeover effects. The Rights will cause substantial dilution to a person or group that attempts to acquire Tupperware on terms not approved by the Tupperware Board. The Rights should not interfere with any merger or other business combination approved by the Tupperware Board since the Rights may be redeemed by Tupperware at the Redemption Price prior to the time that a person or group has become an Acquiring Person. 50 CERTAIN ANTITAKEOVER EFFECTS OF CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION, BY-LAWS AND STATE LAW CERTIFICATE OF INCORPORATION AND BY-LAWS The Certificate of Incorporation and the By-laws contain certain provisions that could make more difficult the acquisition of Tupperware by means of a tender offer, proxy contest or otherwise. The description set forth below is intended as a summary only and is qualified in its entirety by reference to the Certificate of Incorporation and the By-laws, forms of which are attached hereto as Annex A and Annex B, respectively. Classified Board of Directors. The Certificate of Incorporation and By-laws of Tupperware provide that the Tupperware Board will be divided into three classes of directors, with the classes to be as nearly equal in number as possible. Immediately after the Distribution, the Tupperware Board will consist of the persons referred to in "Management of Tupperware -- Directors of Tupperware." The Certificate of Incorporation and the By-laws provide that, of the initial directors of Tupperware, approximately one-third will continue to serve until the 1997 Annual Meeting of Stockholders, approximately one- third will continue to serve until the 1998 Annual Meeting of Stockholders, and approximately one-third will continue to serve until the 1999 Annual Meeting of Stockholders. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of the Tupperware Board. At least two annual meetings of stockholders, instead of one, will generally be required to effect a change in a majority of the Tupperware Board. Such a delay may help ensure that Tupperware's directors, if confronted by a holder attempting to force a proxy contest, a tender or exchange offer or an extraordinary corporate transaction, would have sufficient time to review the proposal as well as any available alternatives to the proposal and to act in what they believe to be the best interest of the stockholders. The classification provisions will apply to every election of directors, however, regardless of whether a change in the composition of the Tupperware Board would be beneficial to Tupperware and its stockholders and whether or not a majority of Tupperware's stockholders believe that such a change would be desirable. The classification provisions could also have the effect of discouraging a third party from initiating a proxy contest, making a tender offer or otherwise attempting to obtain control of Tupperware, even though such an attempt might be beneficial to Tupperware and its stockholders. The classification of the Tupperware Board could thus increase the likelihood that incumbent directors will retain their position. In addition, because the classification provisions may discourage accumulations of large blocks of Tupperware's stock by purchasers whose objective is to take control of Tupperware and remove a majority of the Tupperware Board, the classification of the Tupperware Board could tend to reduce the likelihood of fluctuations in the market price of the Tupperware Common Stock that might result from accumulations of large blocks. Accordingly, stockholders could be deprived of certain opportunities to sell their shares of Tupperware Common Stock at a higher market price than might otherwise be obtainable. Number of Directors; Removal; Filling Vacancies. The Certificate of Incorporation provides that, subject to any rights of holders of Tupperware Preferred Stock to elect additional directors under specific circumstances, the number of directors will be fixed in the manner provided in the By-laws. The By-laws provide that, subject to any rights of holders of Preferred Stock to elect directors under specified circumstances, the number of directors will be fixed from time to time exclusively pursuant to a resolution adopted by directors constituting a majority of the total number of directors that Tupperware would have if there were no vacancies on the Tupperware Board (the "Whole Board"), but must consist of not less than three directors. In addition, the By-laws provide that, subject to any rights of holders of Tupperware Preferred Stock, and unless the Tupperware Board otherwise determines, any vacancies will be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum. Accordingly, absent an amendment to the Tupperware By-laws, the Tupperware Board could prevent any stockholder from enlarging the Tupperware Board and filling the new directorships created thereby with such stockholder's own nominees. 51 Under the Delaware Law, unless otherwise provided in the Certificate of Incorporation, directors serving on a classified board may only be removed by the stockholders for cause. In addition, the Certificate of Incorporation and the By-laws of Tupperware provide that directors may be removed only for cause and only upon the affirmative vote of holders of at least 80% of the voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors ("Voting Stock"), voting together as a single class. No Stockholder Action by Written Consent; Special Meetings. The Certificate of Incorporation and the By-laws of Tupperware provide that, subject to the rights of any holders of Tupperware Preferred Stock to elect additional directors under specific circumstances, stockholder action can be taken only at an annual or special meeting of stockholders and prohibit stockholder action by written consent in lieu of a meeting. The By-laws provide that, subject to the rights of holders of any series of Tupperware Preferred Stock to elect additional directors under specific circumstances, special meetings of stockholders can be called only by the Tupperware Board pursuant to a resolution adopted by a majority of the Whole Board. Stockholders are not permitted to call a special meeting or to require that the Tupperware Board call a special meeting of stockholders. Moreover, the business permitted to be conducted at any special meeting of stockholders is limited to the business brought before the meeting pursuant to the notice of meeting given by Tupperware. The provisions of the Certificate of Incorporation and the By-laws of Tupperware prohibiting stockholder action by written consent may have the effect of delaying consideration of a stockholder proposal until the next annual meeting unless a special meeting is called at the request of a majority of the Whole Board. These provisions would also prevent the holders of a majority of the voting power of the Voting Stock from unilaterally using the written consent procedure to take stockholder action. Moreover, a stockholder could not force stockholder consideration of a proposal over the opposition of the Tupperware Board by calling a special meeting of stockholders prior to the time a majority of the Whole Board believes such consideration to be appropriate. Advance Notice Provisions for Stockholder Nominations and Stockholder Proposals. The By-laws establish an advance notice procedure for stockholders to make nominations of candidates for election as directors, or bring other business before an annual meeting of stockholders of Tupperware (the "Stockholder Notice Procedure"). The Stockholder Notice Procedure provides that only persons who are nominated by, or at the direction of, the Tupperware Board, or by a stockholder who has given timely written notice to the Secretary of Tupperware prior to the meeting at which directors are to be elected, will be eligible for election as directors of Tupperware. The Stockholder Notice Procedure provides that at an annual meeting only such business may be conducted as has been brought before the meeting by, or at the direction of, the Tupperware Board or by a stockholder who has given timely written notice to the Secretary of Tupperware of such stockholder's intention to bring such business before such meeting. Under the Stockholder Notice Procedure, for notice of stockholder nominations to be made at an annual meeting to be timely, such notice must be received by Tupperware not less than 70 days nor more than 90 days prior to the first anniversary of the previous year's annual meeting (if the date of any other annual meeting is advanced by more than 30 days, or delayed by more than 70 days, from such anniversary date, not earlier than the 90th day prior to such meeting and not later than the later of (i) the 70th day prior to such meeting and (ii) the 10th day after public announcement of the date of such meeting is first made). Notwithstanding the foregoing, in the event that the number of directors to be elected is increased and there is no public announcement naming all of the nominees for directors or specifying the size of the increased Board of Directors made by Tupperware at least 80 days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice will be timely, but only with respect to nominees for any new positions created by such increase, if it is received by Tupperware not later than the 10th day after such public announcement is first made by Tupperware. Under the Stockholder Notice Procedure, for notice of a stockholder nomination to be made at a special meeting at which directors are to be elected to be timely, such notice must be received by Tupperware not earlier than the 90th day before such meeting and not later than the later of (i) the 70th day prior to such meeting and (ii) the 10th day after public announcement of the date of such meeting is first made. For the purpose of determining whether a stockholder's notice is timely delivered in connection with the 1997 annual meeting, the first anniversary of the previous year's annual meeting is deemed to be May 2, 1997. 52 Under the Stockholder Notice Procedure, a stockholder's notice to Tupperware proposing to nominate a person for election as a director must contain certain information including, without limitation, the identity and address of the nominating stockholder, the class and number of shares of stock of Tupperware which are owned by such stockholder, and all information regarding the proposed nominee that would be required to be included in a proxy statement soliciting proxies for the proposed nominee. Under the Stockholder Notice Procedure, a stockholder's notice relating to the conduct of business other than the nomination of directors must contain certain information about such business and about the proposing stockholders, including, without limitation, a brief description of the business the stockholder proposes to bring before the meeting, the reasons for conducting such business at such meeting, the name and address of such stockholder, the class and number of shares of stock of Tupperware beneficially owned by such stockholder, and any material interest of such stockholder in the business so proposed. If the Chairman of the Board or other officer presiding at a meeting determines that a person was not nominated, or other business was not brought before the meeting, in accordance with the Stockholder Notice Procedure, such person will not be eligible for election as a director, or such business will not be conducted at such meeting, as the case may be. By requiring advance notice of nominations by stockholders, the Stockholder Notice Procedure will afford the Tupperware Board an opportunity to consider the qualifications of the proposed nominees and, to the extent deemed necessary or desirable by the Tupperware Board, to inform Stockholders about such qualifications. By requiring advance notice of other proposed business, the Stockholder Notice Procedure will also provide a more orderly procedure for conducting annual meetings of stockholders and, to the extent deemed necessary or desirable by the Tupperware Board, will provide the Tupperware Board with an opportunity to inform stockholders, prior to such meetings, of any business proposed to be conducted at such meetings, together with any recommendations as to the Board's position regarding action to be taken with respect to such business, so that stockholders can better decide whether to attend such a meeting or to grant a proxy regarding the disposition of any such business. Although the By-laws do not give the Tupperware Board any power to approve or disapprove stockholder nominations for the election of directors or proposals for action, they may have the effect of precluding a contest for the election of directors or the consideration of stockholder proposals if the proper procedures are not followed, and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal, without regard to whether consideration of such nominees or proposals might be harmful or beneficial to Tupperware and its stockholders. Fair Price Provision. The Certificate of Incorporation requires certain Business Combinations (as defined in the Certificate of Incorporation) with Interested Stockholders (as defined in the Certificate of Incorporation) or affiliates thereof be approved by the affirmative vote of the holders of at least 80% of the Voting Stock of Tupperware, voting together as a single class. Such affirmative vote is required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise. The requirement that a Business Combination with an Interested Stockholder be approved by the affirmative vote of 80% of the voting power of the outstanding Voting Stock does not apply if either (i) the Business Combination has been approved by a majority of the Continuing Directors (as defined below), or (ii) certain price and procedural requirements designated to ensure that Tupperware's stockholders receive a "fair price" for their Common Stock are satisfied. An "Interested Stockholder" is any person (other than Tupperware or any subsidiary of Tupperware) who or which: (i) is the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding Voting Stock; or (ii) is an affiliate or associate of Tupperware and at any time within the two-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding Voting Stock; or (iii) is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the two-year period immediately prior to the date in question beneficially owned by any Interested Stockholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act. A "Continuing Director" means any member of the Tupperware Board who is unaffiliated with the Interested Stockholder and was a member of the 53 Tupperware Board prior to the time that the Interested Stockholder became an Interested Stockholder, and any Tupperware director who is thereafter chosen to fill any vacancy on the Tupperware Board or who is elected and who, in either event, is unaffiliated with the Interested Stockholder and, in connection with his or her initial assumption of office, is recommended for appointment or election by a majority of Continuing Directors then on the Tupperware Board. Preferred Stock. The Certificate of Incorporation authorizes the Tupperware Board to establish one or more series of Preferred Stock and to determine, with respect to any series of Preferred Stock, the terms and rights of such series, including (i) the designation of the series, (ii) the number of shares of the series, which number the Tupperware Board may thereafter (except where otherwise provided in the related Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding), (iii) whether dividends, if any, will be cumulative or noncumulative and the dividend rate of the series, (iv) the dates at which dividends, if any, will be payable, (v) the redemption rights and price or prices, if any, for shares of the series, (vi) the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series, (vii) the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Tupperware, (viii) whether the shares of the series will be convertible into shares of any other class or series, or any other security, of Tupperware or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion price or prices or rate or rates, any adjustments thereof, the date or dates as of which such shares shall be convertible and all other terms and conditions upon which such conversion may be made, (ix) restrictions on the issuance of shares of the same series or of any other class or series, and (x) the voting rights, if any, of the holders of such series. The authorized shares of Tupperware Preferred Stock, as well as shares of Tupperware Common Stock, will be available for issuance without further action by Tupperware's stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which Tupperware's securities may be listed or traded. The NYSE currently requires stockholder approval as a prerequisite to listing shares in several instances, including where the present or potential issuance of shares could result in an increase in the number of shares of common stock, or in the amount of voting securities, outstanding of at least 20%. Although the Tupperware Board has no intention at the present time of doing so, it could issue a series of Tupperware Preferred Stock that could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt. The Tupperware Board will make any determination to issue such shares based on its judgment as to the best interests of Tupperware and its stockholders. The Tupperware Board, in so acting, could issue Tupperware Preferred Stock having terms that could discourage an acquisition attempt through which an acquirer may be able to change the composition of the Tupperware Board, including a tender offer or other transaction that some, or a majority, of Tupperware's stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then current market price of such stock. Rights to Purchase Securities and Other Property. The Certificate of Incorporation authorizes the Tupperware Board to create and issue rights entitling the holders thereof to purchase from Tupperware shares of stock or other securities of Tupperware or any other corporation. The times at which and terms upon which such rights are to be issued would be determined by the Tupperware Board and set forth in the contracts or other instruments that evidence such rights. The authority of the Tupperware Board with respect to such rights includes, but is not limited to, determination of (i) the initial purchase price per share or other unit of the stock or other securities or property to be purchased upon exercise of such rights, (ii) provisions relating to the times at which and the circumstances under which such rights may be exercised or sold or otherwise transferred, either together with or separately from any other stock or other securities of Tupperware, (iii) provisions that adjust the number or exercise price of such rights or amount or nature of the stock or other securities or property receivable upon exercise of such rights in the event of a combination, split or recapitalization of any stock of Tupperware, a change in ownership of Tupperware's stock or other securities or a reorganization, merger, consolidation, sale 54 of assets or other occurrence relating to Tupperware or any stock of Tupperware, and provisions restricting the ability of Tupperware to enter into any such transaction absent an assumption by the other party or parties thereto of the obligations of Tupperware under such rights, (iv) provisions that deny the holder of a specified percentage of the outstanding stock or other securities of Tupperware the right to exercise such rights and/or cause such rights held by such holder to become void, (v) provisions that permit Tupperware to redeem or exchange such rights, and (vi) the appointment of the rights agent with respect to such rights. This provision is intended to confirm the Tupperware Board's authority to issue share purchase rights or other rights to purchase stock or securities of Tupperware or any other corporation. See "Description of Tupperware Capital Stock -- Tupperware Rights Agreement." Amendment of Certain Provisions of the Certificate of Incorporation and By- laws. Under the Delaware Law, the stockholders have the right to adopt, amend or repeal the by-laws and, with the approval of the board of directors, the certificate of incorporation of a corporation. In addition, under Delaware Law if the certificate of incorporation so provides, the by-laws may be adopted, amended or repealed by the board of directors. The Certificate of Incorporation provides that the affirmative vote of the holders of at least 80% of the voting power of the outstanding shares of Voting Stock, voting together as a single class, is required to amend provisions of the Certificate of Incorporation relating to the prohibition of stockholder action without a meeting; the number, election and term of Tupperware's directors; the removal of directors; issuance of rights; and approval of business combinations; with the vote of the holders of a majority of the voting power of the outstanding shares of Voting Stock required to amend all other provisions of the Certificate of Incorporation. The Certificate of Incorporation further provides that the By-laws may be amended by the Tupperware Board or by the affirmative vote of the holders of at least 80% of the voting power of the outstanding shares of Voting Stock, voting together as a single class. These 80% voting requirements will have the effect of making more difficult any amendment by stockholders of the By-laws or of any of the provisions of the Certificate of Incorporation described above, even if a majority of Tupperware's stockholders believe that such amendment would be in their best interests. Other Provisions. The Certificate of Incorporation expressly authorizes the Tupperware Board to take such action as it may determine to be reasonably necessary or desirable to encourage any person or entity to enter into negotiations with the Tupperware Board and management of Tupperware respecting any transaction which may result in a change of control of Tupperware, and to contest or oppose any such transaction which the Tupperware Board determines to be unfair, abusive or otherwise undesirable to Tupperware, its businesses or shareholders. In this connection, the Certificate of Incorporation specifically permits the Tupperware Board to adopt plans or to issue securities of Tupperware (including Tupperware Common Stock or Tupperware Preferred Stock, rights or debt securities), which securities may be exchangeable or convertible into cash or other securities on such terms as the Board determines and may provide for differential and unequal treatment of different holders or classes of holders. The existence of this authority or the actions which may be taken by the Tupperware Board pursuant thereto may deter potential acquirers from proposing unsolicited transactions not approved by the Tupperware Board and might enable the Tupperware Board to hinder or frustrate such a transaction if proposed. These provisions are included in the Certificate of Incorporation to confirm and support the authority of the Tupperware Board to take the various actions authorized thereby. It is also designed to enable the Tupperware Board to utilize such other tactics or mechanisms as are developed in the future to carry out the general authorization set forth therein. ANTITAKEOVER LEGISLATION Section 203 of the Delaware Law provides that, subject to certain exceptions specified therein, a corporation shall not engage in any business combination with any interested stockholder for a three-year period following the date that such stockholder becomes an interested stockholder unless (i) prior to such date, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding certain shares); or (iii) on or subsequent to such date, the business combination is approved by the board of directors of the corporation 55 and by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder. Except as specified in Section 203 of the Delaware Law, an "interested stockholder" is defined to include (x) any person that is the owner of 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation, at any time within three years immediately prior to the relevant date and (y) the affiliates and associates of any such person. Under certain circumstances, Section 203 of the Delaware Law makes it more difficult for a person who would be an interested stockholder to effect various business combinations with a corporation for a three-year period, although the stockholders may elect to exclude a corporation from the restrictions imposed thereunder. The Certificate of Incorporation does not exclude Tupperware from the restrictions imposed under Section 203 of the Delaware Law. It is anticipated that the provisions of Section 203 of the Delaware Law may encourage companies interested in acquiring Tupperware to negotiate in advance with the Tupperware Board, since the stockholder approval requirement would be avoided if a majority of the directors then in office approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS LIMITATION OF LIABILITY OF DIRECTORS The Certificate of Incorporation provides that a director of Tupperware will not be personally liable to Tupperware or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to Tupperware or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Law, which concerns unlawful payments of dividends, stock purchases or redemptions, or (iv) for any transaction from which the director derived an improper personal benefit. While the Certificate of Incorporation provides directors with protection from awards for monetary damages for breaches of their duty of care, it does not eliminate such duty. Accordingly, the Certificate of Incorporation will have no effect on the availability of equitable remedies such as an injunction or rescission based on a director's breach of his or her duty of care. The provisions of the Certificate of Incorporation described above apply to an officer of Tupperware only if he or she is a director of Tupperware and is acting in his or her capacity as director, and do not apply to officers of Tupperware who are not directors. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Certificate of Incorporation provides that each person who is or was or had agreed to become a director or officer of Tupperware, or each such person who is or was serving or who had agreed to serve at the request of the Tupperware Board or an officer of Tupperware as an employee of Tupperware or as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), will be indemnified by Tupperware, in accordance with the By-laws, to the fullest extent permitted from time to time by Delaware law, 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 Tupperware to provide broader indemnification rights than said law permitted Tupperware to provide prior to such amendment) or any other applicable laws as presently or hereafter in effect. In addition, Tupperware may enter into one or more agreements with any person providing for indemnification greater or different than that provided in the Certificate of Incorporation. The By-laws provide that 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 (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 Tupperware or is or was serving at the request of Tupperware as a director, officer or employee of another corporation or of a partnership, joint venture, trust or other enterprise, 56 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 or employee or in any other capacity while serving as a director, officer or employee, will be indemnified and held harmless by Tupperware to the fullest extent authorized by Delaware law as the same exists or may in the future be amended (but, in the case of any such amendment, only to the extent that such amendment permits Tupperware to provide broader indemnification rights than said law permitted Tupperware to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification will continue as to a person who has ceased to be a director, officer or employee and will inure to the benefit of his or her heirs, executors and administrators; however, except as described in the following paragraph with respect to Proceedings to enforce rights to indemnification, Tupperware will 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) was authorized by the Tupperware Board. Pursuant to the By-laws, if a claim described in the preceding paragraph is not paid in full by Tupperware within thirty days after a written claim has been received by Tupperware, the claimant may at any time thereafter bring suit against Tupperware to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant will be entitled to be paid also the expense of prosecuting such claim. The By-laws provide that it will 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 Tupperware) that the claimant has not met the standards of conduct which make it permissible under the Delaware Law for Tupperware to indemnify the claimant for the amount claimed, but the burden of proving such defense will be on Tupperware. Neither the failure of Tupperware (including the Tupperware Board, 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 Delaware Law, nor an actual determination by Tupperware (including the Tupperware Board, independent legal counsel or stockholders) that the claimant has not met such applicable standard of conduct, will be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The By-laws provide that the right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in the By-laws will not be exclusive of any other right which any person may have or may in the future acquire under any statute, provision of the Certificate of Incorporation, the By-laws, agreement, vote of stockholders or disinterested directors or otherwise. The By-laws permit Tupperware to maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of Tupperware or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not Tupperware would have the power to indemnify such person against such expense, liability or loss under the Delaware Law. Tupperware intends to obtain directors and officers liability insurance providing coverage to its directors and officers. In addition, the By-laws authorize Tupperware, to the extent authorized from time to time by the Tupperware Board, to grant rights to indemnification, and rights to be paid by Tupperware the expenses incurred in defending any Proceeding in advance of its final disposition, to any agent of Tupperware to the fullest extent of the provisions of the By-laws with respect to the indemnification and advancement of expenses of directors, officers and employees of Tupperware. The By-laws provide that the right to indemnification conferred therein is a contract right and includes the right to be paid by Tupperware the expenses incurred in defending any such Proceeding in advance of its final disposition, except that if Delaware Law 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, will be made only upon delivery to Tupperware of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it is ultimately determined that such director or officer is not entitled to be indemnified under the By-laws or otherwise. 57 ADDITIONAL INFORMATION There has not been in the past and there is not presently pending any litigation or proceeding involving a director, officer, employee or agent of Tupperware in which indemnification would be required or permitted by the Indemnification Agreements. The Delaware Law provides that a contract between a corporation and a director thereof is not void or voidable solely because the interested director is present at the meeting authorizing the contract if the material facts relating to the contract are known to the board of directors and the board of directors in good faith authorizes the contract by the affirmative vote of a majority of the disinterested directors, or the material facts relating to the contract are known to the stockholders and the stockholders in good faith authorize the contract, or the contract is fair to the corporation at the time it is authorized or approved. 58 INDEX TO DEFINED TERMS
PAGE NO. -------- 1996 Incentive Plan........... 39 Acquiring Person.............. 49 Annual Retainer............... 43 Awards........................ 39 Bank.......................... 47 Base Plan..................... 37 Benefits Agreement............ 13 By-laws....................... 3 cause......................... 44 Certificate of Incorporation.. 3 Change of Control Agreements.. 39 Change of Control Price....... 41 Code.......................... 1 Commission.................... iii Committee..................... 39 Continuing Director........... 53 Cut-off Date.................. 12 Dart.......................... 2 Dart & Kraft, Inc............. 8 Delaware Law.................. 7 Director Stock Plan........... 43 Distribution.................. 7 Distribution Agent............ 7 Distribution Agreement........ 11 Distribution Date............. 7 Dividend Payment.............. 2 DKI Distribution.............. 8 DKI Distribution Agreement.... 8 DKI Indemnity................. 11 Eligible Director............. 43 employment taxes.............. 42 ERISA......................... 40 Exchange Act.................. iii Final Expiration Date......... 49 Freestanding SARs............. 40 Germany pension plan.......... 37 HSR Act....................... 47 Interested Stockholder........ 53 interested stockholder........ 56 Interim Services Agreement.... 13 IRS........................... 1 ISOs.......................... 42 Loomis........................ 47 mix fund...................... 46 named executive officers...... 34 Net Debt...................... 2
PAGE NO. -------- normal retirement............................. 45 NQOs.......................................... 42 NYSE.......................................... 1 Options....................................... 39 Participants.................................. 39 Pension Plan.................................. 45 Performance Awards............................ 39 Preferred Shares.............................. 48 Premark....................................... 1 Premark Board................................. 7 Premark Common Stock.......................... 1 Premark Remaining Businesses.................. 8 Proceeding.................................... 56 Purchase Price................................ 49 Record Date................................... 1 Redemption Price.............................. 50 Registration Statement........................ iii Restricted Period............................. 40 Restricted Stock.............................. 39 Right......................................... 48 Rights Agent.................................. 48 Rights Agreement.............................. 48 Rights Certificates........................... 49 Rights Distribution Date...................... 49 SARs.......................................... 35 Savings Plan.................................. 46 Securities Act................................ 9 Services...................................... 13 Spread........................................ 41 Stockholder Notice Procedure.................. 52 Supplemental Plan............................. 46 Tandem SARs................................... 40 Tax Ruling.................................... 1 Tax Sharing Agreement......................... 12 TEAM pension plan............................. 37 Tupperware.................................... 1 Tupperware Board.............................. 2 Tupperware Business........................... 7 Tupperware Common Stock....................... 1 Tupperware Debt Rating........................ 14 Tupperware Participants....................... 13 Tupperware Plans.............................. 13 Tupperware Preferred Stock.................... 48 U.S. named executive officers................. 37 Voting Stock.................................. 52 Whole Board................................... 51
59 TUPPERWARE CORPORATION INDEX TO COMBINED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE Tupperware Corporation Report of Independent Accountants........................................ F-2 Combined Statement of Income............................................. F-3 Combined Statement of Cash Flows......................................... F-4 Combined Balance Sheet................................................... F-5 Combined Statement of Shareholders' Equity............................... F-6 Notes to the Combined Financial Statements............................... F-7 Schedule II--Valuation and Qualifying Accounts........................... F-19 Premark International, Inc. Pro Forma Consolidated Financial Information (Unaudited)................. F-20 Notes to the Pro Forma Consolidated Financial Information................ F-22
F-1 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders of Premark International, Inc.: In our opinion, the accompanying combined balance sheet and the related combined statements of income, of cash flows and of shareholder's equity present fairly, in all material respects, the financial position of Tupperware Corporation and its subsidiaries at December 30, 1995 and December 31, 1994, and the results of their operations and their cash flows for each of the three years in the period ended December 30, 1995, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the company'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 generally accepted auditing standards 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 of the combined financial statements of Tupperware Corporation also included an audit of the Financial Statement Schedule appearing on page F-19 of this Form 10. In our opinion, this Financial Statement Schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related combined financial statements. PRICE WATERHOUSE LLP Chicago, Illinois February 23, 1996, except as to Note 13, which is as of April 9, 1996 F-2 TUPPERWARE CORPORATION COMBINED STATEMENT OF INCOME
YEAR ENDED ------------------------------- (IN MILLIONS) DEC. 30, DEC. 31, DEC. 25, 1995 1994 1993 --------- --------- --------- Net sales..................................... $ 1,359.4 $ 1,274.6 $ 1,171.8 --------- --------- --------- Costs and expenses Cost of products sold....................... 481.5 460.9 438.9 Delivery, sales, and administrative ex- pense...................................... 653.5 622.7 570.7 Interest expense............................ 3.1 3.7 16.7 Interest income............................. (5.0) (3.9) (4.1) Other expense, net.......................... 1.4 -- 1.2 --------- --------- --------- Total costs and expenses.................. 1,134.5 1,083.4 1,023.4 --------- --------- --------- Income before income taxes.................... 224.9 191.2 148.4 Provision for income taxes.................... 53.5 42.0 30.5 --------- --------- --------- Net income.................................... $ 171.4 $ 149.2 $ 117.9 ========= ========= ========= Pro forma net income per common and common equivalent share (unaudited)............................ $ 2.58 =========
See "Notes to the Combined Financial Statements." F-3 TUPPERWARE CORPORATION COMBINED STATEMENT OF CASH FLOWS
YEAR ENDED --------------------------- (IN MILLIONS) DEC. 30, DEC. 31, DEC. 25, 1995 1994 1993 -------- -------- -------- Cash flows from operating activities: Net income........................................ $ 171.4 $149.2 $117.9 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation.................................... 61.3 55.7 44.7 Loss on sale of assets.......................... 5.3 2.1 3.7 Foreign exchange gain (loss), net............... 0.6 0.1 (1.9) Changes in assets and liabilities: (Increase) decrease in accounts and notes re- ceivable....................................... (36.1) 10.3 (23.9) Increase in inventory........................... (24.5) (6.7) (40.8) Decrease (increase) in net deferred income tax- es............................................. 7.8 (19.6) (16.3) Increase (decrease) in accounts payable and accruals....................................... 4.1 (23.7) 15.6 Increase in income taxes payable................ 2.0 5.8 8.8 Other........................................... (12.9) (30.5) (2.5) ------- ------ ------ Net cash provided by operating activities..... 179.0 142.7 105.3 ------- ------ ------ Cash flows from investing activities: Capital expenditures.............................. (69.3) (78.6) (85.6) Other............................................. 0.2 5.7 3.9 ------- ------ ------ Net cash used in investing activities......... (69.1) (72.9) (81.7) ------- ------ ------ Cash flows from financing activities: Net transactions with Premark..................... (146.0) 76.9 (4.7) Repayment of long-term debt (net of proceeds of $0.3 in 1994).................................... -- (153.2) (2.8) Net increase in short-term debt................... 31.4 28.0 14.8 ------- ------ ------ Net cash (used in) provided by financing ac- tivities..................................... (114.6) (48.3) 7.3 ------- ------ ------ Effect of exchange rate changes on cash and cash equivalents...................................... (0.3) (7.5) (5.6) ------- ------ ------ Net (decrease) increase in cash and cash equiva- lents............................................ (5.0) 14.0 25.3 Cash and cash equivalents at beginning of year.... 102.3 88.3 63.0 ------- ------ ------ Cash and cash equivalents at end of year.......... $ 97.3 $102.3 $ 88.3 ======= ====== ======
See "Notes to the Combined Financial Statements." F-4 TUPPERWARE CORPORATION COMBINED BALANCE SHEET
(IN MILLIONS) PRO FORMA DEC. 30, 1995 DEC. 30, DEC. 31, (UNAUDITED) 1995 1994 ----------- -------- -------- ASSETS Cash and cash equivalents........................ $ 97.3 $ 97.3 $ 102.3 Accounts and notes receivable, less allowances of $26.1 in 1995 and $25.8 in 1994................................... 147.5 147.5 111.5 Inventories...................................... 206.6 206.6 184.6 Deferred income tax benefits..................... 58.1 58.1 60.9 Prepaid expenses................................. 16.9 16.9 14.0 ------- ------- ------- Total current assets......................... 526.4 526.4 473.3 ------- ------- ------- Deferred income tax benefits..................... 21.7 21.7 25.3 Property, plant, and equipment, net.............. 317.7 317.7 310.2 Long-term receivables, net of allowances of $24.8 in 1995 and $22.2 in 1994, and other assets..... 78.2 78.2 73.8 ------- ------- ------- Total assets................................. $ 944.0 $ 944.0 $ 882.6 ======= ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable................................. $ 88.0 $ 88.0 $ 99.5 Short-term borrowings and current portion of long-term debt.................................. 168.7 83.8 58.3 Accrued liabilities.............................. 276.5 266.5 242.6 ------- ------- ------- Total current liabilities.................... 533.2 438.3 400.4 ------- ------- ------- Long-term debt................................... 100.4 0.4 0.5 Accrued postretirement benefit cost.............. 36.1 36.1 35.7 Other liabilities................................ 53.6 53.6 50.9 Shareholders' equity: Net investment by Premark...................... -- 533.5 508.1 Common shareholders' equity.................... 338.6 -- -- Cumulative foreign currency adjustments........ (117.9) (117.9) (113.0) ------- ------- ------- Total shareholders' equity................... 220.7 415.6 395.1 ------- ------- ------- Total liabilities and shareholders' equity... $ 944.0 $ 944.0 $ 882.6 ======= ======= =======
See "Notes to the Combined Financial Statements." F-5 TUPPERWARE CORPORATION COMBINED STATEMENT OF SHAREHOLDERS' EQUITY
NET CUMULATIVE INVESTMENT FOREIGN TOTAL (IN MILLIONS) BY CURRENCY SHAREHOLDER'S PREMARK ADJUSTMENTS EQUITY ---------- ----------- ------------- December 26, 1992.......................... $ 168.8 $(100.5) $ 68.3 Net income............................... 117.9 117.9 Net transactions with Premark............ (4.7) (4.7) Translation adjustments.................. (18.2) (18.2) ------- ------- ------- December 25, 1993.......................... 282.0 (118.7) 163.3 Net income............................... 149.2 149.2 Net transactions with Premark............ 76.9 76.9 Translation adjustments.................. 5.7 5.7 ------- ------- ------- December 31, 1994.......................... 508.1 (113.0) 395.1 Net income............................... 171.4 171.4 Net transactions with Premark............ (146.0) (146.0) Translation adjustments.................. (4.9) (4.9) ------- ------- ------- December 30, 1995.......................... $ 533.5 $(117.9) $ 415.6 ======= ======= =======
See "Notes to the Combined Financial Statements." F-6 TUPPERWARE CORPORATION NOTES TO THE COMBINED FINANCIAL STATEMENTS NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF COMBINATION The combined financial statements include the assets, liabilities, revenues, and expenses of the Tupperware Business (the "Company" or "Tupperware") of Premark International, Inc. ("Premark"), which is expected to be distributed by Premark to its shareholders (the "Distribution"). All significant intercompany accounts and transactions of Tupperware have been eliminated. The Company's fiscal year ends on the last Saturday of December, and included 52 weeks in 1995 and 1993, and 53 weeks in 1994. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. CASH MANAGEMENT Premark uses a centralized cash management system for all of its domestic operations, including those of Tupperware. Cash and cash equivalents, consisting of highly liquid investments with a maturity of three months or less when purchased, reflected in the Combined Balance Sheet, are the balances maintained by Tupperware's foreign subsidiaries. INVENTORIES Inventories are valued at the lower of cost or market. Inventory cost includes cost of raw material, labor, and overhead. Approximately 28% of inventories, including all domestic inventories, are valued on the last-in, first-out ("LIFO") cost method. The first-in, first-out ("FIFO") cost method is generally used for the remaining inventories. If inventories valued on the LIFO method had been valued using the FIFO method, they would have been $21.3 million higher at the end of 1995 and $15.1 million higher at the end of 1994. PROPERTY AND DEPRECIATION Properties are stated at cost. Depreciation is determined on a straight-line basis over estimated useful lives. Generally, the estimated useful lives are 10 to 45 years for buildings and improvements and 3 to 20 years for machinery and equipment. Upon the sale or retirement of property, plant, and equipment, a gain or loss is recognized. If the carrying value of an asset, including associated intangibles, exceeds the sum of estimated undiscounted future cash flows, then an impairment loss is recognized for the difference between estimated fair value and carrying value. Expenditures for maintenance and repairs are charged to expense. Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ("SFAS 121"), was adopted by the Financial Accounting Standards Board ("FASB") in March 1995 and must be implemented by the Company in 1996. However, since the Company's existing accounting policy is consistent with the provisions of SFAS 121, there will be no material impact as a result of adopting the new standard. REVENUE RECOGNITION Revenue is recognized when product is shipped. F-7 TUPPERWARE CORPORATION NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED) ADVERTISING AND RESEARCH AND DEVELOPMENT COSTS Advertising and research and development costs are charged to expense as incurred. Advertising expense totaled $8.7 million, $8.5 million, and $11.3 million in 1995, 1994, and 1993, respectively. Research and development costs totaled $6.3 million, $8.9 million, and $9.8 million in 1995, 1994, and 1993, respectively. INCOME TAXES The results of the Company's domestic operations are included in Premark's consolidated United States federal tax return. The provision for income taxes included in these combined financial statements represents the Company's allocated share of Premark's domestic income tax expense, which represents the expense that the Company would have incurred on a separate return basis, and the actual income tax provisions of its foreign subsidiaries. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets are also recognized for credit carryforwards. Deferred tax assets and liabilities are measured using the rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse and the credits are expected to be used. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In determining the amount of any valuation allowance required to offset deferred tax assets an assessment is made, which includes anticipating future income of the Company, in determining the likelihood of realizing deferred tax assets. As part of the plan of Distribution, Tupperware and Premark will enter into a tax sharing agreement. This agreement will generally provide that for periods prior to the Distribution the two companies will retain the liability for any unpaid taxes attributable to their respective operations. DERIVATIVE FINANCIAL INSTRUMENTS The Company periodically uses derivative financial instruments, principally over-the-counter forward exchange contacts with major international financial institutions, to offset the effects of exchange rate changes on net investments in foreign subsidiaries, firm purchase commitments, and certain intercompany loan transactions. Gains and losses on contracts designated as hedges of net investments in a foreign subsidiary or intercompany transactions that are permanent in nature are accrued as exchange rates change, and are recognized in shareholders' equity as foreign currency translation adjustments. Gains and losses on contracts designated as hedges of intercompany transactions that are not permanent in nature are accrued as exchange rates change and are recognized in income. Gains and losses on contracts designated as hedges of identifiable foreign currency firm commitments are deferred and included in the measurement of the related foreign currency transaction. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of cash and cash equivalents, accounts and notes receivable, accounts payable, short-term borrowings, long-term debt, and outstanding forward exchange contracts approximated their fair values at December 30, 1995, and December 31, 1994, because of the short maturity of those instruments or their insignificance. FOREIGN CURRENCY TRANSLATION Results of operations for foreign subsidiaries are translated into United States dollars using the average exchange rates during the year. The assets and liabilities of those subsidiaries, other than those of operations in F-8 TUPPERWARE CORPORATION NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED) highly inflationary countries, are translated into United States dollars using the exchange rates at the balance sheet date. The related translation adjustments are recorded in a separate component of shareholders' equity, "Cumulative Foreign Currency Adjustments." Foreign currency transaction gains and losses, as well as translation of financial statements of subsidiaries in highly inflationary countries, are included in income. SHAREHOLDERS' EQUITY Prior to the Distribution, Tupperware will amend its Certificate of Incorporation so that the authorized capital stock of Tupperware will consist of 600 million shares of common stock, par value $.01 per share ("Tupperware Common Stock"), and 200 million shares of preferred stock. All of the shares of Tupperware Common Stock distributed by Premark will be fully paid and nonassessable. It is expected that Premark shareholders will receive one share of Tupperware Common Stock for each share of Premark Common Stock that is held on the record date for the Distribution. As of February 23, 1996 there were 61.6 million shares of Premark Common Stock outstanding. Allocation of common shareholder's equity between Tupperware Common Stock, paid-in capital, and retained earnings at the Distribution date has not yet been determined. ACCOUNTING FOR STOCK-BASED COMPENSATION In October 1995, the FASB adopted Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," which governs the accounting for stock-based compensation plans, including employee stock options. The statement allows companies the choice of adopting a new fair value based method of accounting for such plans that includes expensing related compensation cost in the income statement, or continuing to apply the method currently specified under existing guidelines under which generally no compensation expense is recorded. If companies elect to follow existing guidelines, the new rule requires that the notes to the financial statements include pro forma information on net income and earnings per share as if the fair value based method were being used. Tupperware intends to continue to measure compensation expense under the preexisting guidelines. Adoption of this new standard will be required for Tupperware's 1996 financial statements. PRO FORMA BALANCE SHEET (UNAUDITED) The unaudited pro forma balance sheet reflects the following transactions as if the Distribution had occurred on December 30, 1995: a) payment of the $184.9 million Dividend Payment described in Note 2; b) an increase in borrowings to fund the Dividend Payment; and c) an accrual of $10 million for non-recurring costs expected to be incurred by Tupperware in 1996 that are directly related to the Distribution. NET INCOME PER SHARE Historical net income per share has been omitted since Tupperware was not a separate entity with a capital structure of its own during the periods presented. Unaudited pro forma net income per common and common equivalent share is calculated as if the Distribution had occurred on January 1, 1995 and is based upon: a) the Company's historical 1995 net income, adjusted for $11.5 million of additional interest expense, net of $4.5 million of tax benefits, related to the Company's increase in borrowings to fund the Dividend Payment described in Note 2; and b) an assumed 63.8 million weighted average common and common equivalent shares. The actual number of common and common equivalent shares used to compute earnings per share after the Distribution will depend on Tupperware's stock price at that time, but is expected to be lower than 63.8 million. F-9 TUPPERWARE CORPORATION NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 2: RELATIONSHIP AND TRANSACTIONS WITH PREMARK INTERNATIONAL, INC. Pursuant to the plan to distribute the shares of Tupperware to Premark shareholders, Premark and Tupperware will enter into several agreements, including the Distribution Agreement, an employee benefits and compensation allocation agreement (the "Benefits Agreement"), a tax sharing agreement, and, if necessary, an interim services agreement. Reference is made to the summaries of these agreements contained on pages 11, 12, and 13 of this Information Statement. Prior to the Distribution Date, Dart will pay a special dividend (the "Dividend Payment") to Premark. The amount of the Dividend Payment will be calculated so that, after giving effect to such Payment, the total debt less cash of Premark existing as of the Cut-off Date will equal approximately $50,000,000. Dart will fund the Dividend Payment with new bank borrowings and Premark will use the funds received primarily to repay its short-term indebtedness, with the remainder to be utilized for working capital purposes. The effect of these transactions will be to adjust the post- Distribution capital structure of each company by decreasing the consolidated debt of Premark and increasing the consolidated debt of Tupperware. The amount of the Dividend Payment was based on the ability of each of the companies to generate cash flow and with the intention of establishing a strong capital structure for each company. The amount of the Dividend Payment is dependent upon Premark's financial position as of the Cut-off Date. Based on Premark's financial position as of December 30, 1995, the dividend would have been $184.9 million. Included in the Combined Statement of Income is an allocation of general corporate expenses related to services provided for Tupperware by Premark in the amounts of $14.5 million in 1995, $13.8 million in 1994, and $11.9 million in 1993. This allocation was based on an estimate of the proportion of corporate expenses related to the Tupperware Business for the periods presented and, in the opinion of management, has been made on a reasonable basis and approximates the incremental costs that would have been incurred had Tupperware been operating on a stand-alone basis. There are no material intercompany purchase or sale transactions between Premark and Tupperware. Under Premark's centralized cash management system, short-term advances from Premark and excess cash sent to Premark are reflected as "Net transactions with Premark." No interest is charged or otherwise allocated by Premark to Tupperware. NOTE 3: INVENTORIES
1995 1994 (IN MILLIONS) ------ ------ Finished goods................................................ $100.3 $ 82.0 Work in process............................................... 40.1 35.0 Raw materials and supplies.................................... 66.2 67.6 ------ ------ Total inventories............................................. $206.6 $184.6 ====== ======
NOTE 4: PROPERTY, PLANT, AND EQUIPMENT
1995 1994 (IN MILLIONS) ------ ------ Land.......................................................... $ 12.7 $ 12.5 Buildings and improvements.................................... 173.1 161.3 Machinery and equipment....................................... 732.5 674.3 Construction in progress...................................... 19.7 33.0 ------ ------ Total property, plant, and equipment.......................... 938.0 881.1 Less accumulated depreciation................................. 620.3 570.9 ------ ------ Property, plant, and equipment, net........................... $317.7 $310.2 ====== ======
F-10 TUPPERWARE CORPORATION NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 5: ACCRUED LIABILITIES
1995 1994 (IN MILLIONS) ------ ------ Compensation and employee benefits............................ $ 61.3 $ 53.9 Advertising and promotion..................................... 52.3 44.9 Taxes other than income taxes................................. 40.9 28.2 Income taxes.................................................. 29.8 25.9 Other......................................................... 82.2 89.7 ------ ------ Total accrued liabilities..................................... $266.5 $242.6 ====== ======
NOTE 6: FINANCING ARRANGEMENTS BORROWINGS The short-term borrowings and long-term debt of Tupperware relate to borrowings of foreign subsidiaries and those domestic borrowings that will continue to be outstanding after the Distribution. Accordingly, the amounts shown do not include the borrowings to be incurred to fund a special dividend to be paid to Premark prior to the Distribution. See Note 13 regarding the credit facility that Tupperware expects to establish prior to the Distribution.
1995 1994 1993 (DOLLARS IN MILLIONS) ----- ----- ----- Total short-term borrowings at year-end................. $83.8 $58.3 $32.1 Weighted average interest rate at year-end.............. 3.6% 3.7% 5.0% Average borrowings during the year...................... $75.3 $48.4 $22.7 Weighted average interest rate for the year............. 3.3% 4.3% 8.3% Maximum borrowings during the year...................... $95.8 $70.2 $38.1
The average borrowings and weighted average interest rates were determined using month-end borrowings and the interest rates applicable to them. As of December 30, 1995, all short-term borrowings were from banks, and of the $83.8 million outstanding, $48.6 million was payable in Japanese yen, $17.5 million in German marks, and $16.3 million in French francs. In addition, certain of Tupperware's foreign subsidiaries have uncommitted bank lines, which totaled $184.0 million at December 30, 1995. Long-term debt totaled $0.4 million and $0.5 million at December 30, 1995 and December 31, 1994, respectively. Interest paid in 1995, 1994, and 1993 was $2.8 million, $9.0 million, and $16.6 million, respectively. OPERATING LEASES Rental expense for operating leases (reduced by sublease income of approximately $1.4 million in 1995, $1.3 million in 1994, and $0.8 million in 1993) totaled $37.9 million in 1995, $45.4 million in 1994, and $41.3 million in 1993. Approximate minimum rental commitments under noncancelable operating leases in effect at December 30, 1995, were: 1996 -- $19.0 million; 1997 -- $10.2 million; 1998 -- $4.8 million; 1999 -- $2.2 million; 2000 -- $2.2 million; after 2000 -- $2.0 million. F-11 TUPPERWARE CORPORATION NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED) DERIVATIVE FINANCIAL INSTRUMENTS The Company's derivative financial instruments at December 30, 1995 consisted solely of the forward exchange contracts summarized below. All of the material contracts mature within three months. The "buy" amounts represent the U.S. dollar equivalent of commitments to purchase foreign currencies and the "sell" amounts represent the U.S. dollar equivalent of commitments to sell foreign currencies, all translated at the year end market exchange rates for the United States dollar.
CONTRACT RATE BUY SELL OF EXCHANGE (DOLLARS IN MILLIONS) ----- ----- ------------- Japanese yen with U.S. dollars..................... $32.3 85.0450 Japanese yen with U.S. dollars..................... 10.0 100.5000 Japanese yen for U.S. dollars...................... $19.9 101.5450 German marks for Belgian francs.................... 17.4 0.0487 German marks for U.S. dollars...................... 14.0 1.4460 Spanish pesetas for Belgian francs................. 9.6 4.1540 Belgian francs for U.S. dollars.................... 6.8 29.7420 German marks for U.S. dollars...................... 6.3 1.4458 British pounds for U.S. dollars.................... 4.7 0.6542 German marks for Swiss francs...................... 3.5 1.2367 Other currencies................................... 13.4 Various ----- ----- Total............................................ $42.3 $95.6 ===== =====
The $10.0 million contract to buy Japanese yen is hedging a yen-denominated bank loan held in the United States. The contracts to sell German marks (equivalent US$14 million) and Belgian francs (equivalent US$6.8 million) for United States dollars are hedging a portion of the Company's net investments in those countries. All other contracts are hedging cross-currency intercompany loans that are not permanent in nature. The Company's theoretical credit risk for each forward exchange contract is its replacement cost, but management believes that the risk of incurring credit losses is remote and that such losses, if any, would not be material. The Company is also exposed to market risk on its forward exchange contracts due to potential changes in foreign exchange rates; however, such market risk would be substantially offset by changes in the valuation of the underlying items being hedged. At December 30, 1995, the net accrued loss on all forward exchange contracts was $6.8 million, and at December 31, 1994, the net accrued gain was $0.6 million. The aggregate impact of all foreign currency transactions was not material to the Company's income. F-12 TUPPERWARE CORPORATION NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 7: INCOME TAXES For income tax purposes, the domestic and foreign components of income before income taxes were as follows:
1995 1994 1993 (IN MILLIONS) ------ ------ ------ Domestic............................................. $106.4 $105.7 $ 77.9 Foreign.............................................. 118.5 85.5 70.5 ------ ------ ------ Total................................................ $224.9 $191.2 $148.4 ====== ====== ====== The provision for income taxes was as follows: 1995 1994 1993 (IN MILLIONS) ------ ------ ------ Current: Federal............................................ $(40.6) $ 1.2 $ (9.9) Foreign............................................ 84.4 54.8 44.4 State.............................................. -- 0.9 1.0 ------ ------ ------ 43.8 56.9 35.5 ------ ------ ------ Deferred: Federal............................................ 38.3 (6.1) (1.0) Foreign............................................ (30.6) (7.7) (4.0) State.............................................. 2.0 (1.1) -- ------ ------ ------ 9.7 (14.9) (5.0) ------ ------ ------ Total................................................ $ 53.5 $ 42.0 $ 30.5 ====== ====== ======
The differences between the provision for income taxes and income taxes computed using the United States federal statutory rate were as follows:
1995 1994 1993 (IN MILLIONS) ----- ----- ----- Amount computed using statutory rate...................... $78.7 $66.9 $51.9 Increase (reduction) in taxes resulting from: Net benefit from repatriating foreign earnings.......... (22.6) (15.7) (23.0) Foreign income taxes.................................... 5.7 5.9 9.9 Changes in valuation allowance for federal deferred tax assets................................................. -- (19.0) (11.3) Resolution of tax audit contingencies................... (10.4) -- -- Other................................................... 2.1 3.9 3.0 ----- ----- ----- $53.5 $42.0 $30.5 ===== ===== =====
In 1995 and 1994, Tupperware recognized $5.7 million and $9.4 million, respectively, of benefits for deductions associated with the exercise of employee stock options granted to certain Tupperware employees under Premark's stock option plan. These benefits were added directly to "Net Investment by Premark," and are not reflected in the provision for income taxes. F-13 TUPPERWARE CORPORATION NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED) Deferred tax assets (liabilities) are composed of the following:
1995 1994 (IN MILLIONS) ------ ------ Depreciation................................................ $(29.7) $(24.1) Deferred costs.............................................. (4.4) -- Undistributed earnings of subsidiaries...................... -- (3.8) Other....................................................... (3.9) -- ------ ------ Gross deferred tax liabilities.............................. (38.0) (27.9) ------ ------ Fixed assets basis differences.............................. 17.5 23.0 Inventory reserves.......................................... 17.0 14.0 Postretirement benefits..................................... 15.1 14.9 Employee benefits accruals.................................. 13.6 12.1 Bad debt reserves........................................... 9.9 11.4 Tax carryforwards........................................... 9.1 15.4 Computer leasing transactions............................... 9.1 7.2 Other accruals.............................................. 38.3 34.1 ------ ------ Gross deferred tax assets................................... 129.6 132.1 ------ ------ Valuation allowance......................................... (25.9) (28.7) ------ ------ Net deferred tax assets..................................... $ 65.7 $ 75.5 ====== ======
At December 30, 1995, the Company had foreign net operating loss carryforwards of $9.1 million. Of the total, $4.2 million of carryforwards expire at various dates from 1996 to 2001, and the remainder have unlimited lives. During 1995, the Company recognized net benefits of $6.7 million related to foreign net operating loss carryforwards. Repatriation of foreign earnings would not result in a significant incremental cost to the Company. At December 30, 1995 and December 31, 1994, the Company had valuation allowances against certain deferred tax assets totaling $25.9 million and $28.7 million, respectively. These valuation allowances relate to tax assets in jurisdictions where it is management's best estimate that there is not a greater than 50% probability that the benefit of the assets will be realized in the associated tax returns. The Company's foreign subsidiaries paid income taxes in 1995, 1994, and 1993, of $75.2 million, $47.9 million, and $29.8 million, respectively. NOTE 8: RETIREMENT BENEFIT PLANS PENSION PLANS Tupperware participates in a pension plan, sponsored by Premark, which covers substantially all domestic employees (the "Plan"). Additionally, the Company has various pension plans covering certain employees in other countries. Under the Benefits Agreement, Tupperware will agree to assume or retain pension liabilities related to substantially all Tupperware participants. Assets of the Plan will be allocated in accordance with ERISA rules between Premark's plan and a plan to be established by the Company. Management believes that its allocation method used for purposes of the following disclosure is not significantly different from the ERISA method. The actuarial cost method used in determining pension expense is the projected unit credit method. Generally, annual cash contributions are equal to the minimum funding amounts required by ERISA for the United States plan. F-14 TUPPERWARE CORPORATION NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED) Net pension expense included the following components:
1995 1994 1993 (IN MILLIONS) ----- ----- ----- Service cost on benefits earned during the year............ $ 4.8 $ 3.2 $ 4.0 Interest cost on benefits earned in prior years............ 5.8 3.9 5.0 Return on plan assets: Actual (gain) loss....................................... (6.7) 1.0 (3.4) Deferred loss (gain)..................................... 3.2 (3.9) 0.5 ----- ----- ----- Net gain recognized........................................ (3.5) (2.9) (2.9) Net amortization........................................... 0.8 0.3 -- ----- ----- ----- Net pension expense........................................ $ 7.9 $ 4.5 $ 6.1 ===== ===== =====
The assumed long-term rates of return on assets used in determining net pension expense were: United States plan -- 9.0%; foreign-funded plans -- various rates from 4.0% to 11.0%. The assumed discount rates used in determining the actuarial present value of the projected benefit obligation were: United States plan -- 7.25% at December 30, 1995; 8.75% at December 31, 1994; and 7.25% at December 25, 1993; foreign plans -- various rates from 3.5% to 10.0%. The assumed rates of increase in future compensation levels were: United Statesplan -- 6.0%; foreign plans -- various rates from 3.0% to 8.0%. The funded status of the plans was as follows:
UNITED STATES FOREIGN PLAN PLANS -------------- -------------- 1995 1994 1995 1994 (IN MILLIONS) ------ ------ ------ ------ Actuarial present value of benefit obligations: Vested benefits.............................. $ 20.0 $ 15.2 $ 49.8 $ 39.7 Nonvested benefits........................... 0.9 0.7 6.3 4.1 ------ ------ ------ ------ Accumulated benefit obligation................. 20.9 15.9 56.1 43.8 Effect of projected future salary increases.... 4.0 3.3 14.6 15.6 ------ ------ ------ ------ Projected benefit obligation................... 24.9 19.2 70.7 59.4 Plan assets at fair value -- primarily equity securities and corporate and government bonds......................................... 20.8 18.9 28.0 23.9 ------ ------ ------ ------ Plan assets less than projected benefit obliga- tion.......................................... (4.1) (0.3) (42.7) (35.5) Unrecognized prior service (benefit) cost...... (0.3) (0.3) 0.1 0.2 Unrecognized net loss (gain)................... 2.2 (0.8) 11.2 8.8 Unrecognized net transition (asset) obliga- tion.......................................... (0.5) (0.6) 3.9 4.1 ------ ------ ------ ------ Accrued pension cost........................... $ (2.7) $ (2.0) $(27.5) $(22.4) ====== ====== ====== ======
At December 30, 1995, and December 31, 1994, the accumulated benefit obligations of certain foreign plans exceeded plan assets. For those plans, the accumulated benefit obligations were $47.1 million and $42.7 million and the projected benefit obligations were $57.2 million and $58.3 million for 1995 and 1994, respectively. The fair value of those plans' assets at the end of 1995 and 1994 was $17.1 million and $21.3 million, respectively. The Company also has several savings, thrift, and profit-sharing plans. Its contributions to these plans are based upon various levels of employee participation. The total cost of these plans was $2.8 million in 1995, $3.9 million in 1994, and $3.4 million in 1993. MEDICAL AND LIFE INSURANCE BENEFITS In addition to providing pension benefits, the Company provides certain postretirement health care and life insurance benefits for selected United States and Canadian employees. Most employees and retirees outside the F-15 TUPPERWARE CORPORATION NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED) United States are covered by government health care programs. Employees may become eligible for these benefits if they reach normal retirement age while working for the Company and satisfy certain years of service requirements. The medical plans are contributory, with retiree contributions adjusted annually, and contain other cost-sharing features, such as deductibles and coinsurance. The medical plans include an allowance for Medicare for post-65 retirees. The net periodic postretirement benefit costs for 1995, 1994 and 1993 were:
1995 1994 1993 (IN MILLIONS) ----- ---- ---- Service cost.............................................. $ 0.3 $0.4 $0.4 Interest on accumulated postretirement benefit obliga- tion..................................................... 3.0 3.0 3.3 Net amortization.......................................... (0.2) -- -- ----- ---- ---- Total..................................................... $ 3.1 $3.4 $3.7 ===== ==== ====
The projected liabilities, which are not funded, are reconciled with the amounts recognized in Tupperware's combined balance sheet, as follows:
1995 1994 (IN MILLIONS) ----- ----- Accumulated postretirement benefit obligation: Retirees..................................................... $33.8 $33.5 Other fully eligible participants............................ 1.2 0.9 Other active participants.................................... 6.1 3.5 ----- ----- 41.1 37.9 Unrecognized prior service benefit............................. 2.3 2.4 Unrecognized loss.............................................. (4.5) (2.5) ----- ----- Accrued postretirement benefit cost............................ 38.9 37.8 Less current portion........................................... 2.8 2.1 ----- ----- Total long-term accrued post retirement benefit cost........... $36.1 $35.7 ===== =====
The weighted-average discount rate used in determining the accumulated postretirement benefit obligation was 7.25% at December 30, 1995 and 8.75% at December 31, 1994. The assumed health care cost trend rate is 11% for the pre- 65 plan and 8% for the post-65 plan for 1995. These rates are assumed to decrease by one percentage point per year until an ultimate level of 6% is reached. The rate is assumed to remain at that level thereafter. The health care cost trend rate assumption has a significant effect on the amounts reported. For example, increasing the assumed health care cost trend rates by one percentage point in each year would increase the accumulated postretirement benefit obligation for the medical plan as of December 30, 1995, by $4.5 million. The effect of a one percentage point increase on the aggregate of the service and interest cost components of net periodic postretirement benefit cost for 1995 would be $0.4 million. The Company continues to evaluate ways in which it can improve management of these benefits and control the costs. Any changes in the plans or revisions to assumptions that affect the amount of expected future benefits may have a significant effect on the amount of the reported obligation and future annual expense. NOTE 9: INCENTIVE COMPENSATION PLANS Certain current and future officers and other key employees of Tupperware participate in Premark's 1994 Incentive Plan (the "1994 Plan") under which performance awards and awards of stock options to purchase Premark shares and restricted stock are made. Performance awards earned by Tupperware employees of $12.9 F-16 TUPPERWARE CORPORATION NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED) million, $9.0 million, and $12.1 million, are included in the combined statement of income for 1995, 1994, and 1993, respectively. The exercise prices of options granted to date have been the fair market value of the shares on the date of grant. Options granted under the 1994 Plan have a term of 10 years, and all options that are not exercisable at December 30, 1995 become exercisable three years after the date of grant. Options outstanding will expire during the period December 26, 1996 through October 30, 2005. No charges have been reflected in income for any period with respect to these options. As of December 30, 1995, current and future Tupperware officers and employees had options to purchase 1,620,550 Premark shares at an average price per share of $28.97. Options to purchase 812,367 shares were exercisable at December 30, 1995. When the Distribution is completed, it is expected that, subject to receipt of any necessary consents, the outstanding options to purchase Premark Common Stock held by Tupperware employees (other than Mr. Batts, who will be Chairman and Chief Executive Officer of Tupperware) will be converted to options to purchase solely Tupperware Common Stock. Two-thirds of such options held by Mr. Batts will be so converted. The number of 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. NOTE 10: GEOGRAPHIC INFORMATION Tupperware operates worldwide in one business segment: the manufacture and distribution, through independent direct sales forces, of plastic food storage and serving containers, microwave cookware, and educational toys.
1995 1994 1993 (IN MILLIONS) -------- -------- -------- Net sales: Europe, Africa, and Middle East................. $ 595.1 $ 540.1 $ 505.1 Asia Pacific.................................... 355.1 329.3 286.9 Americas, other than the United States.......... 200.6 176.4 154.4 United States................................... 208.6 228.8 225.4 -------- -------- -------- Total net sales................................... $1,359.4 $1,274.6 $1,171.8 ======== ======== ======== Segment profit: Europe, Africa, and Middle East................. $ 156.8 $ 125.0 $ 110.3 Asia Pacific.................................... 59.4 46.3 40.3 Americas, other than the United States.......... 19.4 15.7 15.7 United States................................... 10.3 16.0 12.5 -------- -------- -------- Total segment profit.............................. 245.9 203.0 178.8 Unallocated expenses.............................. (22.9) (12.0) (17.8) Interest income (expense), net.................... 1.9 0.2 (12.6) -------- -------- -------- Income before income taxes........................ $ 224.9 $ 191.2 $ 148.4 ======== ======== ======== Identifiable assets: Europe, Africa, and Middle East................. $ 327.7 $ 284.5 $ 259.0 Asia Pacific.................................... 187.9 192.1 183.9 Americas, other than the United States.......... 115.6 90.8 76.5 United States................................... 159.1 161.6 135.9 Corporate....................................... 153.7 153.6 129.8 -------- -------- -------- Total identifiable assets......................... $ 944.0 $ 882.6 $ 785.1 ======== ======== ========
F-17 TUPPERWARE CORPORATION NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED) Total identifiable assets shown above include certain corporate assets of Tupperware, primarily cash, that were classified as corporate assets rather than identifiable assets of the Tupperware segment in prior year Premark financial statements. Sales to a single customer did not exceed 10% of total sales. Export sales were insignificant. Unallocated expenses are corporate expenses and other items not directly related to the operations of any particular geographic area. Corporate assets consist of cash and assets maintained for general corporate purposes. As of December 30, 1995, the Company's net investment in international operations was $266.5 million. The Company is subject to the usual economic risks associated with international operations, however these risks are partially mitigated by broad geographic dispersion of the Company's operations. NOTE 11: CONTINGENCIES The Company and certain subsidiaries are involved in litigation and various legal matters that are being defended and handled in the ordinary course of business. Included among these matters are environmental issues. None of the Company's contingencies are expected to have a material adverse effect on its financial position, results of operations or any individual year's cash flow. Kraft Foods, Inc., which was formerly affiliated with Premark and Tupperware, has assumed any liabilities arising out of any legal proceedings in connection with certain divested or discontinued businesses. The liabilities assumed include matters alleging product liability, environmental liability, and infringement of patents. NOTE 12: QUARTERLY FINANCIAL SUMMARY (UNAUDITED) Following is a summary of the unaudited interim results of operations for each quarter in the years ended December 30, 1995 and December 31, 1994.
FIRST SECOND THIRD FOURTH QUARTER QUARTER QUARTER QUARTER (IN MILLIONS) ------- ------- ------- ------- Year ended December 30, 1995 Net sales..................................... $330.2 $351.0 $291.9 $386.3 Cost of products sold......................... 113.4 122.6 112.1 133.4 Net income.................................... 30.6 47.9 18.3 74.6 Year ended December 31, 1994 Net sales..................................... $298.2 $319.5 $279.5 $377.4 Cost of products sold......................... 103.4 121.4 106.8 129.3 Net income.................................... 25.3 41.3 17.2 65.4
NOTE 13: CREDIT FACILITY On April 9, 1996, Tupperware received a commitment letter from its lead bank relating to a $300,000,000 five year unsecured multi-currency bank facility for Tupperware and certain of its subsidiaries. Tupperware's lead bank committed, subject to certain conditions, to provide up to $75,000,000 of the facility and to syndicate the remainder of the facility. The commitment letter provides for a revolving credit at a floating rate and, at Tupperware's option, fixed rate bid loans. The interest rate on the revolving credit is based, at Tupperware's option, on the London Interbank Offered Rate plus a spread, which will vary depending on Tupperware's long-term public debt rating ("Tupperware Debt Rating") or the prime rate. The interest rate on fixed rate borrowings is to be set through an auction procedure. The commitment letter provides that Tupperware is to pay an annual facility fee which will vary based on the Tupperware Debt Rating. The commitment letter also provides that the credit facility will contain financial covenants requiring a minimum interest coverage and a maximum leverage ratio based on earnings before interest, taxes, depreciation and amortization. F-18 TUPPERWARE CORPORATION SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS FOR THE THREE YEARS ENDED DECEMBER 30, 1995 (IN MILLIONS)
COL. A COL. B COL. C COL. D COL. E - ------------------------ ---------- ------------------- ---------- --------- ADDITIONS ------------------- BALANCE AT CHARGED CHARGED TO BALANCE BEGINNING TO COSTS OTHER AT END DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD ----------- ---------- -------- ---------- ---------- --------- Allowance for doubtful accounts, current and long term: Year ended December 30, 1995............. $48.0 $ 7.7 -- $ (4.7)(1) $50.9 (0.1)(2) Year ended December 31, 1994............. $50.9 $ 6.1 -- $ (8.4)(1) $48.0 (0.6)(2) Year ended December 25, 1993............. $54.1 $ 10.9 -- $(13.3)(1) $50.9 (0.8)(2) Valuation allowance for deferred tax assets: Year ended December 30, 1995............. $28.7 $ (2.8) -- -- $25.9 Year ended December 31, 1994............. $52.5 $(23.8) -- -- $28.7 Year ended December 25, 1993............. $73.1 $(20.6) -- -- $52.5
- -------- (1) Represents write-offs less recoveries (2) Foreign currency translation adjustment F-19 PREMARK INTERNATIONAL, INC. PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED) The unaudited Pro Forma Consolidated Balance Sheet and Pro Forma Consolidated Statement of Income for Premark as of and for 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 the end of and the beginning of the year, 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" column. 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 period shown. PREMARK INTERNATIONAL, INC. PRO FORMA CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) FOR THE YEAR ENDED DECEMBER 30, 1995
PRO FORMA (IN MILLIONS, EXCEPT PER SHARE AMOUNTS) HISTORICAL ADJUSTMENTS PRO FORMA - --------------------------------------- ---------- ----------- --------- Net sales................................. $2,213.4 $ -- $2,213.4 -------- ------ -------- Costs and expenses Cost of products sold................... 1,420.9 -- 1,420.9 Delivery, sales, and administrative ex- pense.................................. 648.0 -- 648.0 Interest expense........................ 26.6 (10.3)(2a) 16.3 Interest income......................... (2.0) -- (2.0) Other expense, net...................... (0.4) -- (0.4) -------- ------ -------- Total costs and expenses.............. 2,093.1 (10.3) 2,082.8 -------- ------ -------- Income before income taxes................ 120.3 10.3 130.6 Provision for income taxes................ 41.4 4.0 (2b) 45.4 -------- ------ -------- Income from continuing operations......... $ 78.9 $ 6.3 $ 85.2 ======== ====== ======== Income from continuing operations per common and common equivalent share....... $ 1.24 $ 1.34 ======== ========
See Notes to the Pro Forma Consolidated Financial Information (Unaudited). F-20 PREMARK INTERNATIONAL, INC. PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED) AS OF DECEMBER 30, 1995
PRO FORMA HISTORICAL ADJUSTMENTS PRO FORMA (IN MILLIONS) ---------- ----------- --------- ASSETS Cash and cash equivalents................. $ 19.8 $ 51.9(2a) $ 71.7 Accounts and notes receivable, net........ 377.8 -- 377.8 Inventories............................... 347.6 -- 347.6 Recoverable income taxes.................. 12.3 -- 12.3 Deferred income tax benefits.............. 77.2 -- 77.2 Prepaid expenses.......................... 45.0 -- 45.0 -------- ------- -------- Total current assets.................. 879.7 51.9 931.6 -------- ------- -------- Property, plant, and equipment, net....... 424.7 -- 424.7 Intangibles, net.......................... 168.7 -- 168.7 Other assets.............................. 73.0 73.0 Net assets of discontinued operations..... 415.2 (184.9)(2a) -- (230.3)(2c) -------- ------- -------- Total assets.......................... $1,961.3 $(363.3) $1,598.0 ======== ======= ======== LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable.......................... $ 104.4 $ -- $ 104.4 Short-term borrowings and current portion of long-term debt........................ 133.0 (133.0)(2a) -- Accrued liabilities....................... 365.7 -- 365.7 -------- ------- -------- Total current liabilities............. 603.1 (133.0) 470.1 -------- ------- -------- Long-term debt............................ 121.7 -- 121.7 Accrued postretirement benefit cost....... 120.1 -- 120.1 Other liabilities......................... 107.6 -- 107.6 Shareholders' equity: Preferred stock......................... -- -- -- Common stock............................ 69.0 -- 69.0 Capital surplus......................... 590.3 (261.2)(2c) 329.1 Retained earnings....................... 735.7 (87.0)(2c) 648.7 Treasury stock.......................... (258.0) -- (258.0) Restricted stock........................ (1.0) -- (1.0) Cumulative foreign currency adjust- ments.................................. (127.2) 117.9 (2c) (9.3) -------- ------- -------- Total shareholders' equity............ 1,008.8 (230.3) 778.5 -------- ------- -------- Total liabilities and shareholders' equity............................... $1,961.3 $(363.3) $1,598.0 ======== ======= ========
See Notes to the Pro Forma Consolidated Financial Information (Unaudited). F-21 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 year ended December 30, 1995 are described below: (a) To record the receipt of a $184.9 million Special Dividend from Dart Industries Inc. ("Dart"), a subsidiary of Tupperware, and the associated 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 period, of $166.4 million, at their weighted average interest rate of 6.2%. (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 63.8 million common and common equivalent shares reflected in Premark's consolidated statement of income for the year ended December 30, 1995. 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 63.8 million. F-22 PART II INFORMATION NOT INCLUDED IN INFORMATION STATEMENT
EXHIBIT NO. DESCRIPTION ------- ----------- **2 Form of Distribution Agreement **3.1 Form of Amended and Restated Certificate of Incorporation of Tupperware Corporation (Attached to Information Statement as Annex A and incorporated herein by reference) **3.2 Form of Amended and Restated By-laws of Tupperware Corporation (Attached to Information Statement as Annex B and incorporated herein by reference) **4 Form of Rights Agreement, by and between Tupperware Corporation and the rights agent named therein (Attached to Information Statement as Annex E and incorporated herein by reference) **10.1 Form of Tupperware Corporation 1996 Incentive Plan (Attached to Information Statement as Annex C and incorporated herein by reference) **10.2 Form of Tupperware Corporation Directors Stock Plan (Attached to Information Statement as Annex D and incorporated herein by reference) **10.3 Form of Tax Sharing Agreement **10.4 Form of Employee Benefits and Compensation Allocation Agreement **10.5 Form of Change of Control Agreement **10.6 Employment Agreement for Mr. Goings **10.7 Employment Agreement for Mr. Campos *10.8 Form of Credit Agreement **22 Subsidiaries of Tupperware Corporation **27 Financial Data Schedule
- -------- * To be filed by amendment ** Previously filed II-1 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. TUPPERWARE CORPORATION /s/ Warren L. Batts By: ---------------------------------- Name: Warren L. Batts Title: Chairman and Chief Executive Officer Date: April 26, 1996 II-2 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION PAGE ------- ----------- ---- **2 Form of Distribution Agreement **3.1 Form of Amended and Restated Certificate of Incorporation of Tupperware Corporation (Attached to Information Statement as Annex A and incorporated herein by reference) **3.2 Form of Amended and Restated By-laws of Tupperware Corporation (Attached to Information Statement as Annex B and incorporated herein by reference) **4 Form of Rights Agreement, by and between Tupperware Corporation and the rights agent named therein (Attached to Information Statement as Annex E and incorporated herein by reference) **10.1 Form of Tupperware Corporation 1996 Incentive Plan (Attached to Information Statement as Annex C and incorporated herein by reference) **10.2 Form of Tupperware Corporation Directors Stock Plan (Attached to Information Statement as Annex D and incorporated herein by reference) **10.3 Form of Tax Sharing Agreement **10.4 Form of Employee Benefits and Compensation Allocation Agreement **10.5 Form of Change of Control Agreement **10.6 Employment Agreement for Mr. Goings **10.7 Employment Agreement for Mr. Campos *10.8 Form of Credit Agreement **22 Subsidiaries of Tupperware Corporation **27 Financial Data Schedule
- -------- * To be filed by amendment ** Previously filed II-3 -----END PRIVACY-ENHANCED MESSAGE-----