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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): August 10, 2005
TUPPERWARE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-11657 36-4062333
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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 8.01 OTHER EVENTS.
On August 10, 2005, Tupperware Corporation ("Tupperware") and Sara Lee
Corporation ("Sara Lee") announced that they have signed a Securities and Asset
Purchase Agreement dated as of August 10, 2005 (the "Agreement"). The Agreement
has been approved by the Board of Directors of Tupperware, and is subject to
customary closing conditions, including regulatory approvals. Closing is
expected in the fourth quarter of 2005. A copy of the press release announcing
the Agreement is attached hereto as Exhibit 99.1 and incorporated by reference
herein.
Additionally, Tupperware hereby files a slide presentation relating to
the Agreement attached hereto as Exhibit 99.2 and incorporated by reference
herein in its entirety.
FORWARD-LOOKING STATEMENTS
Statements contained in the press release (furnished herewith as Exhibit 99.1)
and presentation (furnished herewith as Exhibit 99.2) that are not historical
fact or that relate to future plans, events or performances or that use
predictive words such as "outlook" or "target" are "forward-looking" statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements include, but are not limited to, statements about the benefits of the
acquisition, including future financial and operating results, Tupperware's
plans, objectives, intentions and expectations, including expectation that the
acquisition will close in the fourth quarter of 2005, that are not historical
facts. Readers are cautioned that forward-looking statements are based upon the
current beliefs and expectations of Tupperware's management and by their nature
involve risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. Many factors could cause actual
results and developments to differ materially from those expressed or implied by
these forward-looking statements, including, among others, the possibility that
the acquisition will not close or will be significantly delayed. Other risks and
uncertainties that could affect Tupperware include recruiting and activity of
the Company's independent sales forces, the success of new product introductions
and promotional programs, the ability to obtain all government approvals on land
sales, the success of buyers in attracting tenants for commercial developments,
the effects of economic and political conditions generally and foreign exchange
risk in particular and other risks detailed in the Company's reports on Form 8-K
dated April 10, 2001, as filed with the United States Securities and Exchange
Commission. Tupperware undertakes no obligation to update forward-looking
statements.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Press release, dated August 10, 2005.
99.2 Slide Presentation, dated 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 10, 2005