<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )(1)
Vlasic Foods International Inc.
(Name of issuer)
Common Stock, no par value
(Title of class of securities)
928559 10 3
(CUSIP number)
Judith R. Thoyer, Esq. Leonard B. Boehner, Esq.
Paul, Weiss, Rifkind, Wharton & Garrision Morris & McVeigh LLP
1285 Avenue of the Americas 767 Third Avenue
New York, NY 10019 New York, NY 10017
(212)373-3000 (212)418-0540
(Name, address and telephone number of person
authorized to receive notices and communications)
March 30, 1998
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following
box / /.
Note. Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1 (a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 14 Pages)
- --------
(1)The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
CUSIP No.928559 10 3 13D Page 2 of 18 Pages
----------- --- ---
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dorrance H. Hamilton ###-##-####
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b)/ /
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEM 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 4,907
BENEFICIALLY -----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 6,087,090
REPORTING -----------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
2,955,197
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,091,997
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP No.928559 10 3 13D Page 3 of 18 Pages
----------- --- ---
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hope H. van Beuren ###-##-####
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / /
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEM 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 3,678
BENEFICIALLY -----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 26,556
REPORTING -----------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
675,678
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,400,556
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,076,234
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP No.928559 10 3 13D Page 4 of 18 Pages
----------- -- --
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John A. van Beuren ###-##-####
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b)/ /
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEM 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY -----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 6,115,522
REPORTING -----------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
672,000
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,601,632
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,115,522
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
CUSIP No.928559 10 3 13D Page 5 of 18 Pages
----------- --- --
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles H. Mott ###-##-####
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b)/ /
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEM 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 2,252
BENEFICIALLY -----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 6,087,090
REPORTING -----------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
2,252
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,089,342
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
This statement on Schedule 13D is filed by Dorrance H. Hamilton ("Mrs.
Hamilton"), Hope H. van Beuren ("Mrs. van Beuren"), John A. van Beuren ("Mr. van
Beuren") and Charles H. Mott ("Mr. Mott"). This statement relates to shares of
Common Stock of Vlasic Foods International Inc.
Mr. van Beuren, Mrs. Hamilton and Mr. Mott are Trustees (the
"Trustees") of the Major Stockholders' Voting Trust (the "Voting Trust") under a
Voting Trust Agreement dated as of June 2, 1990 ("Trust Agreement") which was
formed by certain descendants (and spouses, fiduciaries and a related
foundation) of the late Dr. John T. Dorrance, Sr.
The Voting Trust initially covered shares of Capital Stock of Campbell
Soup Company ("Campbell"). On March 30, 1998 Campbell effected a "spin-off" to
its shareholders of shares of a new corporation,Vlasic Foods International Inc.
("Vlasic" or the "Company"), under which Campbell distributed one share of
Vlasic for each ten Campbell shares held. By the terms of the Voting Trust,
shares of Vlasic received by the Trustees became subject to the Voting Trust.
Mrs. Hamilton, Mr. and Mrs. van Beuren, and Mr. Mott are sometimes
collectively referred to as the "Reporting Persons."
Page 6 of 18 Pages
<PAGE> 7
Item 1. Security and Issuer
The class of equity securities to which this statement relates is
Common Stock (no par value) (the "Shares") of Vlasic Foods International Inc., a
New Jersey corporation (the "Company"). The Company has its principal executive
offices at Campbell Place, Camden, New Jersey 08103.
Item 2. Identity and Background
The present address and occupation of each of the Reporting Persons are
listed below:
<TABLE>
<CAPTION>
Name Address Occupation
<S> <C> <C>
Mr. van Beuren P.O. Box 4098 Private Investor
Middletown, RI 02842
Mrs. van Beuren P.O. Box 4098 Private Investor
Middletown, RI 02842
Mrs. Hamilton 218 Enterprises Private Investor
200 Eagle Road
Suite 116
Wayne, PA 19087
Mr. Mott 233 Broadway President
New York, NY 10279 John W. Bristol & Co., Inc.
Investment advisors
</TABLE>
Each of the Reporting Persons is a United States citizen. During the
last five years, none of them have (i) been convicted of a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Page 7 of 18 Pages
<PAGE> 8
The Reporting Persons are making this filing only because of the
possibility that they may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act").
The filing of this Schedule 13D does not constitute an admission by any of the
persons making this filing that such persons collectively are a "group" for
purposes of Section 13(d)(3) of the Act.
Information with respect to each of the Reporting Persons is given
solely by the respective filing person, and no Reporting Person has any
responsibility for the accuracy and completeness of information supplied by any
other Reporting Person.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
The Reporting Persons formed the Voting Trust as a vehicle for acting
together as to matters which may arise affecting Campbell's business, in order
to attain their objective of maximizing the value of their Campbell Shares. It
is expected that the Voting Trust will act in the same capacity with respect to
the Company. The Trustees will act for the Reporting Persons in communications
with the Company's Board of Directors. The Voting Trust may also facilitate
communications by the Board with the individual Reporting Persons.
One or more Reporting Persons may from time to time purchase, sell or
otherwise dispose of a portion or all of their Shares in the open market or in
private transactions which may include sales for the purpose of diversification
of their investment, or family or charitable gifts.
Page 8 of 18 Pages
<PAGE> 9
Item 5. Interest in Securities of the Issuer
The Trustees of the Voting Trust have shared voting power over a total
of 6,087,090 Shares held under the Trust Agreement, which represents 13.4% of
the outstanding Shares of the Company's Common Stock. The Reporting Persons and
related persons also have an interest in 72,981 additional Shares held outside
the Voting Trust which, when added together with the Shares held in the Trust,
represent 13.6% of the outstanding Shares. These Shareholdings include (i)
2,955,197 Shares (6.5% of the outstanding shares) with sole dispositive power
held by the Dorrance H. Hamilton Trust (Mrs. Hamilton is the sole Trustee of the
Dorrance H. Hamilton Trust); and (ii) 675,678 Shares with sole dispositive power
held by Mrs. van Beuren and 672,000 Shares with sole dispositive power held by
Mr. van Beuren; Mr. and Mrs. van Beuren also hold 1,400,556 Shares with shared
dispositive power; in addition Mr. van Beuren holds 201,076 Shares with shared
dispositive power. Mr. Mott owns 2,252 Shares with sole voting and dispositive
power. Percentages set out above are based on 45,355,128 Shares outstanding on
March 9, 1998, based on information received from the Company. Each Reporting
Person disclaims beneficial ownership in Shares held by his or her spouse,
children, grandchildren, fiduciaries and foundations, except as may arise under
the Trust Agreement.
The decision of the Trustees as to the voting of Shares held in the
Voting Trust must be approved by at least two out of the three Trustees. In the
event of a disagreement among the Trustees designated by the family groups
participating in the Voting Trust, the shares of the minority may be withdrawn.
The Trustees may request the Company to pay dividends directly to the beneficial
owner of the Shares under the Trust Agreement who are named therein. The
Trustees do not have power to dispose of Shares held under the Voting Trust,
except a Trustee has power to
Page 9 of 18 Pages
<PAGE> 10
dispose of Shares contributed by him or her. See Sections 5 and 9 of the Trust
Agreement filed as Exhibit A to this Schedule 13D.
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect
to Securities of the Issuer
Mrs. Hamilton and Mrs. van Beuren have the right to appoint Trustees of
the Voting Trust; they have designated Mrs. Hamilton and Mr. van Beuren as
Family Trustees and Mr. Mott as the Non-family Trustee. See Sections 1 and 7 of
the Trust Agreement filed as Exhibit A to this Schedule 13D.
Page 10 of 18 Pages
<PAGE> 11
Item 7. Material to be filed as Exhibits
Exhibit A Major Stockholders' Voting Trust Agreement dated as
of June 2, 1990 (see Exhibit 9.1 to Form 10 of Vlasic
Foods International Inc. filed March 5, 1998 (file
number 1-13933) which is incorporated herein by
reference).
Exhibit B Power of attorney granted by Dorrance H. Hamilton
to John A. van Beuren, Hope H. van Beuren and Charles
H. Mott dated March 30, 1998.
Exhibit C Power of attorney granted by Hope H. van Beuren to
John A. van Beuren, Dorrance H. Hamilton and Charles
H. Mott dated March 30, 1998.
Exhibit D Power of attorney granted by John A. van Beuren to
Hope H. van Beuren, Dorrance H. Hamilton and Charles
H. Mott dated March 30, 1998.
Exhibit E Power of attorney granted by Charles H. Mott to John
A. van Beuren, Hope H. van Beuren and Dorrance H.
Hamilton dated March 30, 1998.
Exhibit F Joint Filing Agreement among the Reporting Persons
required by Rule l3(d)-l(k)(l).
Page 11 of 18 Pages
<PAGE> 12
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
April 3, 1998
DORRANCE H. HAMILTON
HOPE H. VAN BEUREN
JOHN A. VAN BEUREN
CHARLES H. MOTT
By: /s/ John A. van Beuren
---------------------------------
John A. van Beuren, individually
and as attorney-in-fact for the above
persons.
Page 12 of 18 Pages
<PAGE> 13
Index to Exhibits
<TABLE>
<CAPTION>
Page
<S> <C> <C>
Exhibit A Major Stockholders' Voting Trust Agreement
dated as of June 2, 1990 (see Exhibit 9.1
to Form 10 of Vlasic Foods International
Inc. filed March 5, 1998 (file number
1-13933) which is incorporated herein by
reference).
Exhibit B Power of attorney granted by Dorrance H.
Hamilton to John A. van Beuren, Hope H. van
Beuren and Charles H. Mott dated March 30,
1998. 14
Exhibit C Power of attorney granted by Hope H. van
Beuren to John A. van Beuren, Dorrance H.
Hamilton and Charles H. Mott dated March
30, 1998. 15
Exhibit D Power of attorney granted by John A. van
Beuren to Hope H. van Beuren, Dorrance H.
Hamilton and Charles H. Mott dated March
30, 1998. 16
Exhibit E Power of attorney granted by Charles H. Mott
to John A. van Beuren, Hope H. van Beuren
and Dorrance H. Hamilton dated March 30,
1998. 17
Exhibit F Joint Filing Agreement among the Reporting
Persons required by Rule l3(d)-l(k)(l). 18
</TABLE>
Page 13 of 18 Pages
<PAGE> 14
Exhibit B
POWER OF ATTORNEY
The undersigned hereby appoints Hope H. van Beuren, John A. van Beuren
and Charles H. Mott and each of them (acting severally and not jointly) as her
true and lawful agents and attorneys-in-fact, with full power and authority to
prepare, execute and file with the Securities and Exchange Commission (the
"SEC"), in the name and on behalf of the undersigned, all such statements and
other documents as, in the opinion of the attorneys-in-fact, are required to be
filed with the SEC, pursuant to the provisions of Sections 13(d) and 16 of the
Securities Exchange Act of 1934, in connection with shares of capital stock of
Vlasic Foods International, Inc., including (without limiting the generality of
the foregoing) statements on Schedule 13D and amendments thereto, and Forms 3, 4
and 5 and amendments thereto.
/s/Dorrance H. Hamilton
-----------------------
Dorrance H. Hamilton
Dated: March 30, 1998
Page 14 of 18 Pages
<PAGE> 15
Exhibit C
POWER OF ATTORNEY
The undersigned hereby appoints John A. van Beuren, Dorrance H.
Hamilton and Charles H. Mott and each of them (acting severally and not jointly)
as her true and lawful agents and attorneys-in-fact, with full power and
authority to prepare, execute and file with the Securities and Exchange
Commission (the "SEC"), in the name and on behalf of the undersigned, all such
statements and other documents as, in the opinion of the attorneys-in-fact, are
required to be filed with the SEC, pursuant to the provisions of Sections 13(d)
and 16 of the Securities Exchange Act of 1934, in connection with shares of
capital stock of Vlasic Foods International, Inc., including (without limiting
the generality of the foregoing) statements on Schedule 13D and amendments
thereto, and Forms 3, 4 and 5 and amendments thereto.
/s/Hope H. van Beuren
---------------------
Hope H. van Beuren
Dated: March 30, 1998
Page 15 of 18 Pages
<PAGE> 16
Exhibit D
POWER OF ATTORNEY
The undersigned hereby appoints Hope H. van Beuren, Dorrance H.
Hamilton and Charles H. Mott and each of them (acting severally and not jointly)
as his true and lawful agents and attorneys-in-fact, with full power and
authority to prepare, execute and file with the Securities and Exchange
Commission (the "SEC"), in the name and on behalf of the undersigned, all such
statements and other documents as, in the opinion of the attorneys-in-fact, are
required to be filed with the SEC, pursuant to the provisions of Sections 13(d)
and 16 of the Securities Exchange Act of 1934, in connection with shares of
capital stock of Vlasic Foods International, Inc., including (without limiting
the generality of the foregoing) statements on Schedule 13D and amendments
thereto, and Forms 3, 4 and 5 and amendments thereto.
/s/John A. van Beuren
---------------------
John A. van Beuren
Dated: March 30, 1998
Page 16 of 18 Pages
<PAGE> 17
Exhibit E
POWER OF ATTORNEY
The undersigned hereby appoints Hope H. van Beuren, John A. van Beuren
and Dorrance H. Hamilton and each of them (acting severally and not jointly) as
his true and lawful agents and attorneys-in-fact, with full power and authority
to prepare, execute and file with the Securities and Exchange Commission (the
"SEC"), in the name and on behalf of the undersigned, all such statements and
other documents as, in the opinion of the attorneys-in-fact, are required to be
filed with the SEC, pursuant to the provisions of Sections 13(d) and 16 of the
Securities Exchange Act of 1934, in connection with shares of capital stock of
Vlasic Foods International, Inc., including (without limiting the generality of
the foregoing) statements on Schedule 13D and amendments thereto, and Forms 3, 4
and 5 and amendments thereto.
/s/ Charles H. Mott
----------------
Charles H. Mott
Dated: March 30, 1998
Page 17 of 18 Pages
<PAGE> 18
Exhibit F
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, we the undersigned agree that Schedule 13D and Amendments thereto with
respect to shares of Vlasic Foods International, Inc. may be filed in a joint
filing on behalf of each of us.
This Agreement may be signed in counterparts and all so signed
shall constitute one and the same Agreement.
Dated: March 30, 1998
/s/Dorrance H. Hamilton
-----------------------
Dorrance H. Hamilton
/s/Hope H. van Beuren
---------------------
Hope H. van Beuren
/s/John A. van Beuren
---------------------
John A. van Beuren
/s/Charles H. Mott
------------------
Charles H. Mott
Page 18 of 18 Pages
