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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 5, 2005
TUPPERWARE CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-11657 36-4062333
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
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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 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
ITEM 7.01 REGULATION FD DISCLOSURE.
On December 5, 2005, Tupperware Corporation ("Tupperware") announced
that it had completed the acquisition of the direct selling business of Sara Lee
Corporation ("Sara Lee") pursuant to a Securities and Asset Purchase Agreement
dated as of August 10, 2005 (the "Agreement"), for $556 million in cash, subject
to a post-closing working capital purchase price adjustment. Reference is made
to Tupperware's Current Report on Form 8-K/A, filed with the Securities and
Exchange Commission on August 15, 2005 for a summary description of the material
terms of the Agreement.
As part of the acquisition, Tupperware, through its subsidiaries, has
acquired the direct selling business of Sara Lee that sells a wide variety of
consumable products, primarily color cosmetics, skin care, fragrances, and
toiletries, in 18 countries under the trade names of House of Fuller,
Nutrimetics, NaturCare, Avroy Shlain, Nuvo Cosmeticos, Swissgarde, and House of
Sara Lee, through a sales force of over 900,000 independent consultants.
In conjunction with the acquisition, Tupperware also announced that it
is changing its corporate name from Tupperware Corporation to Tupperware Brands
Corporation.
A copy of the press release announcing the completion of the
acquisition and change of Tupperware's corporate name is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS. The financial statements required by Item 9.01(a) are
not included in this report. Tupperware intends to file these financial
statements by an amendment within the time period permitted by this Item.
(b) PRO FORMA FINANCIAL INFORMATION. The financial statements required by Item
9.01(b) are not included in this report. Tupperware intends to file these
financial statements by an amendment within the time period permitted by this
Item.
(c) EXHIBITS
Exhibit No. Description
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99.1 Press release, dated December 5, 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
Executive Vice President,
Chief Legal Officer and Secretary
Date: December 5, 2005