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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 10, 2005
TUPPERWARE CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-11657 36-4062333
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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P.O. Box 2353
Orlando, Florida 32802
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(Address of Principal Executive Offices) (Zip Code)
(407) 826-5050
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(Registrant's telephone number, including area code)
Former name or former address, if changed since last report: N/A
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.14d-2(b))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
This Form 8-K/A amends the Current Report on Form 8-K of Tupperware
Corporation ("Tupperware"), filed on August 10, 2005. On August 10, 2005,
Tupperware and Sara Lee Corporation ("Sara Lee") executed a Securities and Asset
Purchase Agreement (the "Agreement"). Subject to the terms and conditions of the
Agreement, the Agreement provides for Tupperware to acquire the direct selling
business of Sara Lee for $557 million in cash, subject to certain adjustments.
The Agreement has been approved by the Board of Directors of Tupperware, and is
subject to customary closing conditions, including, but not limited to, the
receipt of requisite regulatory approvals. The transaction is expected to close
in the fourth quarter of 2005.
The description of the Agreement contained herein does not purport to
be complete and is qualified in its entirety by reference to the Agreement, a
copy of which is included as Exhibit 10.01 to this report and is incorporated
herein by reference. The Agreement included as Exhibit 10.01 contains
representations and warranties that Tupperware and Sara Lee made to each other.
These representations and warranties were made as of specific dates, may be
subject to important qualifications and limitations agreed to by Tupperware and
Sara Lee in connection with negotiating the terms of the Agreement, and may have
been included in the Agreement for the purpose of allocating risk between
Tupperware and Sara Lee rather than establishing matters as facts. Accordingly,
the Agreement is included with this filing only to provide investors with
information regarding the terms of the Agreement, and not to provide investors
with any other factual information regarding the parties or their respective
businesses. The Agreement should not be read alone, but should instead be read
in conjunction with the other information regarding the companies and the
transaction that may be contained in, or incorporated by reference into, the
Forms 10-K, Forms 10-Q and other filings that each of Tupperware and Sara Lee
make with the Securities and Exchange Commission.
A copy of the press release issued by Tupperware announcing the
Agreement is included as Exhibit 99.1 to Form 8-K of Tupperware filed on August
10, 2005 and is incorporated herein by reference in its entirety.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
EXHIBIT NO. DESCRIPTION
10.01 Securities and Asset Purchase Agreement between Tupperware
Corporation and Sara Lee Corporation, dated as of August 10,
2005.
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
(Registrant)
/s/ Thomas M. Roehlk
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By: Thomas M. Roehlk
Senior Vice President,
General Counsel and
Secretary
Date: August 15, 2005