10-Q/A 1 g64933e10-qa.txt TUPPERWARE CORPORATION. 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (AMENDMENT NO. 1) (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the 26 weeks ended July 1, 2000 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition period from ________ to ________ Commission file number 1-11657 ---------------------- TUPPERWARE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 36-4062333 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 14901 SOUTH ORANGE BLOSSOM TRAIL, ORLANDO, FLORIDA 32837 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (407) 826-5050 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]. As of August 7, 2000, 57,732,410 shares of the Common Stock, $0.01 par value, of the Registrant were outstanding. EXPLANATORY NOTE This amendment is to add Item 4, Submission of Matters to a Vote of Security Holders, to the Registrant's quarterly report for the 26 weeks ended July 1, 2000. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the text of the amendment is set forth in its entirety as attached hereto. ================================================================================ 2 TABLE OF CONTENTS PAGE NUMBER ------ PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ........... 3 SIGNATURES ............................................................. 4 The financial statements of the Registrant included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the Commission). Although certain information normally included in financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted, the Registrant believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these consolidated financial statements are read in conjunction with the financial statements and the notes thereto included in the Annual Report on Form 10-K of the Registrant for its fiscal year ended December 25, 1999. The consolidated financial statements included herein reflect all adjustments, consisting only of normal recurring items, which, in the opinion of management, are necessary to present a fair statement of the results for the interim periods presented. The results for interim periods are not necessarily indicative of trends or results to be expected for a full year. 2 3 PART II OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The 2000 annual meeting of shareholders of the Registrant occurred on May 11, 2000. The following matters were voted upon at the meeting: (1) the election as a director of the Registrant of each of Joe R. Lee, Bob Marbut, and David R. Parker, (2) the ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors of Registrant, (3) the ratification of the Registrant's 2000 Incentive Plan, and (4) the ratification of Material Terms of Performance-Based Incentives for the Registrant.
VOTES AGAINST/ BROKER MATTER VOTED VOTES FOR WITHHELD* ABSTAINED NON-VOTES ------------ --------- --------- --------- --------- Election of Joe R. Lee 49,916,803 484,862 -- -- Election of Bob Marbut 49,910,991 490,674 -- -- Election of David R. Parker 49,912,006 489,659 -- -- Approval of PricewaterhouseCoopers LLP 50,194,123 58,296 149,246 -0- Approval of 2000 Incentive Plan 39,978,639 6,026,904 247,725 4,148,397 Approval of Material Terms of Performance-Based Incentives 49,195,549 950,142 255,974 -0-
---------- * Numbers shown for Director elections are votes withheld. For the other matters voted upon, numbers shown are votes against. In addition to the directors elected at the meeting, the directors of the Registrant whose terms of office continued after the meeting were: Rita Bornstein, E.V. Goings, Clifford J. Grum, Betsy D. Holden, Angel R. Martinez, Robert M. Price, and Joyce M. Roche. 3 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. TUPPERWARE CORPORATION By: /s/ Paul B. Van Sickle ------------------------------- Executive Vice President, and Chief Financial Officer By: /s/ Judy Curry ------------------------------- Vice President and Controller Orlando, Florida October 30, 2000 4