-----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, Q1M0UQgGrde7CcWW21fvsTHNH+ouuizVdsgNV1nf49nLvkltcsuQfuE8qQCldcde 5qQd2dP1rXLSlCeJj5yZIg== 0000898822-96-000189.txt : 19960603 0000898822-96-000189.hdr.sgml : 19960603 ACCESSION NUMBER: 0000898822-96-000189 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960531 EFFECTIVENESS DATE: 19960619 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-04871 FILM NUMBER: 96575132 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 S-8 1 FORM S-8 REGISTRATION STATEMENT Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 _______________ Tupperware Corporation (Exact name of Issuer as specified in its charter) Delaware 36-4062333 (State or other jurisdiction of (I.R.S. incorporation or organization) Employer Identification No.) P.O. Box 2353 Orlando, Florida 32802 (Address of principal executive offices) (Zip code) TUPPERWARE CORPORATION 1996 INCENTIVE PLAN (Full title of the plan) THOMAS M. ROEHLK, Esq. Senior Vice President, General Counsel and Secretary Tupperware Corporation 14901 South Orange Blossom Trail Orlando, Florida 32837 (Name and address of agent for service) (407) 826-5050 (Telephone number, including area code, of agent for service) _______________ Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective. [bottom of first page] CALCULATION OF REGISTRATION FEE Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price per offering registration registered registered share price fee Common Stock, par value $.01 per share(1)... 7,600,000 (2) $44.375 (3) $337,250,000 $116,294.00 (1) This Registration Statement also pertains to Rights to purchase shares of Series A Junior Participating Preferred Stock of the Reg- istrant (the "Rights"). Until the occurrence of certain prescribed events the Rights are not exercisable, are evidenced by the certificates for shares of the Common Stock and will be transferred along with and only with such certificates. Thereafter, separate Rights certificates will be issued representing one Right for each share of Common Stock held subject to adjustment pursuant to anti- dilution provisions. (2) Shares available for future options or stock appreciation rights, plus such additional number of shares as may be issuable by reason of the anti-dilution provisions of the Tupperware Corporation 1996 Incentive Plan (the "Plan"). (3) Estimated solely for purposes of calculating the Registration Fee and computed pursuant to Rule 457(h) under the Securities Act of 1933, based on the average of the high and low prices in the "when issued" market for the Registrant's Common Stock on the New York Stock Exchange on May 24, 1996. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents which have heretofore been filed by Tupperware Corporation (the "Registrant") (File No. 1-11657 with the Securities and Exchange Commission (the "Com- mission")) pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference herein and shall be deemed to be a part hereof: The Registration Statement on Form 10 filed by the Registrant with the Commission pursuant to Sec- tion 12(b) of the 1934 Act on March 4, 1996, as amended on April 16, 1996, April 26, 1996, May 1, 1996 and May 21, 1996 (the "Form 10"), which Form 10 contains a description of the Common Stock and the Rights of the Registrant. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The validity of the Common Stock which may be issued pursuant to the Plan has been passed upon by Thomas M. Roehlk, Senior Vice President, General Counsel and Secretary of the Registrant. Mr. Roehlk has been granted options to acquire 15,000 shares, of Common Stock of the Registrant. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law (the "Delaware Law") permits indemnification of the directors, officers, employees and agents of the Registrant involved in a civil or criminal action, suit or proceeding, including, under -3- certain circumstances, suits by or in the right of the Registrant, for any expenses, including attorney's fees, and (except in the case of suits by or in the right of the Registrant), any liabilities which they may have incurred in consequences of such action, suit or proceeding under condi- tions stated in said Section. Article X ("Article X") of the Registrant's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") shall limit the personal liability of the Registrant's directors to the Registrant or it stockholders for monetary damages for breach of fiduciary duty. In addition, Section 6.7 ("Section 6.7") of the Registrant's Amended and Restated By-laws (the "By-laws") defines and clarifies the rights of certain individuals, including the Registrant's directors and officers, to indemnification by the Registrant against personal liability or expenses incurred by them as a result of certain litigation against them. Set forth below is a description of Article X and Section 6.7. Such descriptions are intended as summaries only and are qualified in their entirety by reference to the Certificate of Incorporation and the By-laws; respectively, included as Exhibits 4.1 and 4.2 to this Registration Statement. Article X protects the directors against personal liability for breaches of the duty of care. Such Article absolves directors of liability for negligence in the per- formance of their duties, including gross negligence. Directors remain liable for breaches of the duty of loyalty to the Registrant and its stockholders as well as for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law and transactions from which a director derived improper personal benefit. In addi- tion, Article X does not absolve directors of liability for unlawful dividends or stock repurchases or redemptions. Also, there may be certain liabilities, such as those under the Federal securities laws or other state or federal laws, which a court may hold are unaffected by Article X. Although Article X provides directors with protection against personal liability for monetary damages for breaches of the duty of care, it does not eliminate the directors' duty of care. Accordingly, Article X would have no effect on the availability of equitable remedies such as an injunction to prevent a proposed action or rescission of a contract based upon a director's breach of the duty of care. Although both directors and officers of the Registrant are covered by indem- nification provisions under Section 6.7 (see below), Article X -4- limits liability only with respect to a person acting in the capacity of a director. Section 6.7 provides that each person who was or is made a party to, or is involved in any action, suit or proceed- ing by reason of the fact that he or she is or was a director, officer or employee of the Registrant (or was serving at the request of the Registrant as a director, officer, employee or agent of another entity, including service with respect to em- ployee benefit plans maintained or sponsored by the Registrant) will be indemnified and held harmless by the Registrant, to the fullest extent authorized by the Delaware Law, as currently in effect (or, to the extent indemnification is broadened, as it may be amended) against all expense, liability or loss (includ- ing, without limitation, attorneys' fees, judgments, fines, excise taxes or penalties in connection with the Employee Retirement Income Security Act of 1974, as amended, and amounts to be paid in settlement) reasonably incurred by such person in connection therewith. Section 6.7 provides that the rights conferred therein are contract rights and include the right to be paid by the Registrant for the expenses incurred in defending any such proceedings, in advance of their final dis- position, except that, if the Delaware Law so requires, such payment will only be made upon delivery to the Registrant by the indemnified party of an undertaking to repay all amounts so advanced if it is ultimately determined that the person receiving such payments is not entitled to be indemnified as authorized by the Delaware Law. Section 6.7 provides that the Registrant may, by action of its Board of Directors, provide indemnification to its agents with the same scope and effect as the foregoing indemnification of directors, officers and employees. Section 6.7 provides that persons indemnified there- under may bring suit against the Registrant to recover unpaid amounts claimed thereunder, and that if such suit is success- ful, the expense of bringing such a suit will be reimbursed by the Registrant. Section 6.7 further provides that while it is a defense to such a suit that the person claiming indemnifica- tion has not met the applicable standards of conduct making indemnification permissible under the Delaware Law, the burden of proving the defense will be on the Registrant and neither the failure of the Registrant's Board to have made a deter- mination that indemnification is proper, nor an actual determi- nation that the claimant has not met the applicable standard of conduct, will be a defense to the action or create a presump- tion that the claimant has not met the applicable standard of conduct. -5- Section 6.7 provides that the rights to indemnifica- tion and the payment of expenses incurred in defending a pro- ceeding in advance of its final disposition conferred therein will not be exclusive of any other right which any person may have or acquire under any statute, provision of the Certificate of Incorporation or the By-laws, or otherwise. Section 6.7 also provides that the Registrant may maintain insurance, at its expense, to protect itself and any of its directors, offic- ers, employees or agents against any expense, liability or loss, whether or not the Registrant would have the power to indemnify such person against such expense, liability or loss under the Delaware Law. Item 8. Exhibits. Exhibit No. Description 4.1 Form of Tupperware Corporation 1996 Incentive Plan (filed as Exhibit 10.1 to Registrant's Form 10, File No. 1-11657, dated March 4, 1996, as amended April 16, 1996, April 26, 1996, May 1, 1996 and May 21, 1996 (the "Form 10")).* 4.2 Form of Stock Option Agreement 4.3 Form of Amended and Restated Certificate of Incorporation of Tupperware Corporation (filed as Exhibit 3.1 to Registrant's Form 10).* 4.4 Form of Amended and Restated By-laws of Tupperware Corporation (filed as Exhibit 3.2 to Registrant's Form 10).* 4.5 Form of Rights Agreement, by and between the Registrant and the rights agent named therein (filed as Exhibit 4 to Registrant's Form 10).* 5 Opinion and consent of Thomas M. Roehlk, Esq. 23 Consent of Independent Accountants 24 Powers of Attorney _____________________ * Incorporated herein by reference. -6- Item 9. Undertakings. (A) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any mate- rial change to such information in this Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any lia- bility under the Securities Act, each such post-effective amendment shall be deemed to be a new registration state- ment relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (B) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, -7- each filing of an employee benefits plan's annual report pur- suant to Section 15(d) of the Exchange Act) that is incorpo- rated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the secu- rities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (C) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or control- ling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudica- tion of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly autho- rized, in the City of Deerfield, State of Illinois, on May 31, 1996. TUPPERWARE CORPORATION By:/s/ Warren L. Batts * Name: Warren L. Batts Title: Chairman of the Board of Directors and Chief Executive Officer -8- Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the fol- lowing persons in the capacities and on the date indicated. Signature Position /s/ Warren L. Batts* Chairman of the Board Warren L. Batts of Directors, Chief Executive Officer and Director /s/ E.V. Goings* President, Chief Operating E.V. Goings Officer and Director /s/ Dr. Lloyd C. Elam* Director Dr. Lloyd C. Elam /s/ Clifford J. Grum* Director Clifford J. Grum /s/ Joseph E. Luecke* Director Joseph E. Luecke /s/ Bob Marbut* Director Bob Marbut /s/ Thomas M. Roehlk Director Thomas M. Roehlk /s/ Paul B. Van Sickle* Senior Vice President, Finance Paul B. Van Sickle and Operations (Principal Financial and Accounting Officer) *By: /s/ Thomas M. Roehlk THOMAS M. ROEHLK Attorney-in-fact May 31, 1996 -9- Exhibit Index Exhibit No. Description Page 4.1 Form of Tupperware Corporation 1996 Incentive Plan (filed as Exhibit 10.1 to Registrant's Form 10, File No. 1-11657, dated March 4, 1996, as amended April 16, 1996, April 26, 1996, May 1, 1996 and May 21, 1996 (the "Form 10")).* 4.2 Form of Stock Option Agreement 4.3 Form of Amended and Restated Certificate of Incorporation of Tupperware Corporation (filed as Exhibit 3.1 to Registrant's Form 10).* 4.4 Form of Amended and Restated By-laws of Tupperware Corporation (filed as Exhibit 3.2 to Registrant's Form 10).* 4.5 Form of Rights Agreement, by and between the Registrant and the rights agent named therein (filed as Exhibit 4 to Registrant's Form 10).* 5 Opinion and consent of Thomas M. Roehlk, Esq. 23 Consent of Independent Accountants 24 Powers of Attorney _____________________ * Incorporated herein by reference. -10- EX-99.1 2 EXHIBIT 4.2 Exhibit 4.2 Form of Stock Option Agreement 1. OPTION GRANT. Tupperware Corporation, a Delaware corporation ("Tupperware"), pursuant to the Tupperware Corporation 1996 Incentive Plan (the "Plan"), a copy of which is attached, hereby grants to the Optionee as of the Date of Grant an option to purchase from Tupperware a number of shares of the common stock of Tupperware, $0.01 par value ("Common Stock"), at the Option Price, all as specifically indicated above. The option is exercisable in accordance with the terms and conditions of this Agreement and the Plan. The Optionee shall execute and return this Agreement to Tupperware. If Tupperware determines that any agreement from the Optionee is appropriate in order to comply with any listing, registration or other legal requirement, the Optionee shall execute and deliver such agreement to Tupperware. All determinations and interpretations made by Tupperware in connection with any question arising under this Agreement or the Plan are binding and conclusive upon the Optionee or his or her legal representative. 2. EXERCISE PERIOD. This option becomes exercisable as set forth above. Any portion of the option which becomes exercisable continues to be exercisable, until exercised, during the Option Term, except as stated below. The Option Term means the period which begins on the date the Exercise Rights Begin and ends on the date the Option Term Expires, except as may be set forth in the Plan in the event of termination of employment, death or a Change of Control. 3. EXERCISE PROCEDURE. To exercise the option, the Optionee shall deliver a written notice to Tupperware specifying the number of shares to be purchased, and include payment in full, or arrangements satisfactory to Tupperware for payment in full, of the Option Price for such shares. Tupperware shall make available to the Optionee a form that may be used for this purpose. At least five shares must be purchased at any one time unless fewer than five shares remain subject to this option. The date of exercise shall be the date on which such notice and payment, or arrangements satisfactory to Tupperware for payment, are received by Tupperware. 4. PAYMENT OF THE OPTION PRICE. As provided under Article 6, Section 6.4 of the Plan, payment of the Option Price for the number of shares to be purchased shall be made (i) in cash (including a check, bank draft, money order or wire transfer), (ii) by delivery or certification to Tupperware of shares of Common Stock having a fair market value at least equal to the Option Price for such shares, or (iii) by any combination of cash and Common Stock. 5. DELIVERY OF CERTIFICATE(S). Upon any exercise of this option and subject to the payment of tax obligations under Section 6 of this Agreement, Tupperware shall deliver the shares purchased in certificate form or, if Tupperware so permits, in book entry form. The certificate(s) shall be registered in the name of the Optionee, the Optionee's transferee, or if the Optionee so requests in writing at the time of exercise, jointly in the name of the Optionee and another person with rights of survivorship. If the Optionee dies, the certificate(s) shall be registered in the name of the person entitled to exercise this option in accordance with the Plan. 6. WITHHOLDING TAX. Upon any exercise of this option, the Optionee or other person entitled to receive shares of Common Stock pursuant to such exercise will be obligated to pay to Tupperware the amount of any taxes which Tupperware determines the Optionee's employer is required to withhold with respect to such shares. The Optionee may pay this amount in any of the forms permitted under Section 4 above. Tupperware reserves the right to retain, or sell without notice, a sufficient number of such shares to cover the amount required to be withheld. 7. NOTICES. All notices hereunder to Tupperware shall be delivered or mailed to the Corporate Secretary of Tupperware at its headquarters office. All notices hereunder to the Optionee shall be delivered personally or mailed to the Optionee's address indicated below, unless the Optionee notifies Tupperware in writing of a change of address. 8. ASSUMPTION OF RISK. It is expressly understood and agreed that the Optionee assumes all risks incident to any change hereafter in applicable laws or regulations, or incident to any change in the market value of the Common Stock after the exercise of this option in whole or in part. THE PARTIES CONFIRM THIS AGREEMENT EFFECTIVE AS OF THE DATE OF GRANT AND HAVE EXECUTED IT ON 199_. TUPPERWARE CORPORATION OPTIONEE [Signature] _____________________________ Signature _____________________________ Thomas M. Roehlk Street Address Senior Vice President, _____________________________ General Counsel and City State Zip Code Secretary _____________________________ Country EX-99.2 3 EXHIBIT 5 EXHIBIT 5 May 31, 1996 Tupperware Corporation P.O. Box 2353 Orlando, Florida 32802 RE: Tupperware Corporation Registration Statement on Form S-8 Relating to the Premark International, Inc. 1996 Incentive Plan Dear Sirs: Tupperware Corporation, a Delaware corporation (the "Company"), proposes to file a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933 (the "Act") in connection with a proposed sale to employees of the Company of up to 7,600,000 shares of Common Stock, par value $.01 per share, of the Company (the "Common Stock") pursuant to the exercise of options which have been or may be granted to such persons under the Company's 1996 Incentive Plan (the "Plan"). As counsel to the Company, I have examined such corporate proceedings and such other legal matters as I deemed relevant to the authorization and issuance of the shares of Common Stock covered by the Registration Statement. Based upon such examination, it is my opinion that the shares of Common Stock being sold by the Company are legally authorized and, upon the issuance and delivery thereof and the receipt by the Company of the purchase price therefor as provided in the Plan, will be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, I do not concede that I am an expert within the meaning of the Act or the rules and regulations thereunder, or that this consent is required by Section 7 of the Act. Very truly yours, /s/ Thomas M. Roehlk EX-99.3 4 EXHIBIT 23 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 23, 1996, except as to Note 13, which is as of April 9, 1996, appearing on page F-2 of Tupperware Corporation's Registration Statement on Form 10/A4. Price Waterhouse LLP Chicago, Illinois May 31, 1996 EX-99.4 5 EXHIBIT 24 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, That the undersigned Director of Tupperware Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and appoints each of Thomas M. Roehlk and Carol A. Vix, and his or her substitute, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorney and agent may deem necessary or advisable to enable the Corporation to comply with the Securities Act of 1933, as amended, and any rules and regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the common stock, $.01 par value, of the Corporation on a Registration Statement on Form S-8, and to any and all amendments, including post-effective amendments, to the said Registration Statement, relating to the Tupperware Corporation 1996 Incentive Plan, as the same may be amended from time to time, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as a Director of the Corporation, and to file the same, or cause the same to be filed, together with exhibits, supplements, appendices, instruments and other documents pertaining thereto, with the Securities and Exchange Commission, and hereby ratifying and confirming all that said attorneys and agents, and each of them, and their or his or her substitute or substitutes, may have done, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, The undersigned has hereunto set his hand this 10th day of May, 1996. Dr. Lloyd C. Elam Clifford J. Grum Joseph E. Luecke Bob Marbut POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, That the undersigned Director and Officer of Tupperware Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and appoints each of Thomas M. Roehlk and Carol A. Vix, and his or her substitute, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorney and agent may deem necessary or advisable to enable the Corporation to comply with the Securities Act of 1933, as amended, and any rules and regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the common stock, $.01 par value, of the Corporation on a Registration Statement on Form S-8, and to any and all amendments, including post-effective amendments, to the said Registration Statement, relating to the Tupperware Corporation 1996 Incentive Plan, as the same may be amended from time to time, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as a Director or Officer of the Corporation, and to file the same, or cause the same to be filed, together with exhibits, supplements, appendices, instruments and other documents pertaining thereto, with the Securities and Exchange Commission, and hereby ratifying and confirming all that said attorneys and agents, and each of them, and their or his or her substitute or substitutes, may have done, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, The undersigned has hereunto set his hand this 10th day of May, 1996. Warren L. Batts E.V. Goings POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, That the undersigned Officer of Tupperware Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and appoints each of Thomas M. Roehlk and Carol A. Vix, and his or her substitute, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorney and agent may deem necessary or advisable to enable the Corporation to comply with the Securities Act of 1933, as amended, and any rules and regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of the common stock, $.01 par value, of the Corporation on a Registration Statement on Form S-8, and to any and all amendments, including post-effective amendments, to the said Registration Statement, relating to the Tupperware Corporation 1996 Incentive Plan, as the same may be amended from time to time, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as an Officer of the Corporation, and to file the same, or cause the same to be filed, together with exhibits, supplements, appendices, instruments and other documents pertaining thereto, with the Securities and Exchange Commission, and hereby ratifying and confirming all that said attorneys and agents, and each of them, and their or his or her substitute or substitutes, may have done, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, The undersigned has hereunto set his hand this 10th day of May, 1996. Paul B. Van Sickle -----END PRIVACY-ENHANCED MESSAGE-----