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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)(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 2, 2000
(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 11 Pages)
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(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).
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CUSIP No. 928559 10 3 13D Page 2 of 11 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 0
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 5,968,635
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,832,835
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,968,635
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 928559 10 3 13D Page 3 of 11 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 6,556
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
675,678
10. SHARED DISPOSITIVE POWER
1,248,142
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,923,820
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 928559 10 3 13D Page 4 of 11 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 1,000
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 5,910,846
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
604,414
10. SHARED DISPOSITIVE POWER
1,248,142
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,911,846
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 928559 10 3 13D Page 5 of 11 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 5,904,290
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
2,252
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,906,542
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This statement is the first amendment to the statement on
Schedule 13D 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, no par value,
(the "Shares") of Vlasic Foods International Inc. (the "Company").
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"). By the terms of the Voting
Trust, shares of Vlasic received by the Trustees became subject to the Voting
Trust.
This amendment is filed to report that the term of the Voting
Trust has been extended for three years until June 1, 2003.
Mrs. Hamilton, Mr. and Mrs. van Beuren, and Mr. Mott are
sometimes collectively referred to as the "Reporting Persons." Information with
respect to each of the Reporting Persons is given solely by the respective
filing person, and no Reporting
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Person has any responsibility for the accuracy and completeness of information
supplied by any other Reporting Person.
Items 4, 5 and 6 are amended as set forth below.
Item 4. Purpose of Transaction
As stated in prior filings, the Voting Trust serves as a
vehicle for the Reporting Persons acting together as to matters which may arise
affecting the Company's business, in order to attain their objective of
maximizing the value of their Shares. 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.
Item 5. Interest in Securities of the Issuer
The Trustees of the Voting Trust have shared voting power over
a total of 5,904,290 Shares held under the Trust Agreement, which represents
13.0% of the outstanding Shares of the Company's Common Stock. The Reporting
Persons and related persons also have an interest in 115,600 additional Shares
held outside the Voting Trust which, when added together with the Shares held in
the Trust, represent 13.2% of the
Page 7 of 11 Pages
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outstanding Shares. These Shareholdings include (i) 2,832,835 Shares (6.2% of
the outstanding shares) with shared dispositive power held by three trusts, of
which Mrs. Hamilton is a trustee, 200 Eagle Road, Suite 316, Wayne, PA 19087;
and (ii) 675,678 Shares with sole dispositive power held by Mrs. van Beuren and
804,414 Shares with sole dispositive power held by her husband, Mr. van Beuren,
P.O. Box 4098, Middletown, RI 02842. Mr. and Mrs. van Beuren also hold 1,248,142
Shares with shared dispositive power, including Shares held by family
partnerships and a family foundation. Mr. Mott owns 2,252 Shares with sole
voting and dispositive power. Percentages set out above are based on 45,502,234
Shares outstanding on December 1, 1999, as shown by the Company's latest Form
10-Q. Each Reporting Person disclaims beneficial ownership in Shares held by his
or her spouse, children, grandchildren, fiduciaries and related foundations and
partnerships, 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 dispose of Shares contributed by him or her. See
Sections 5 and 9 of the Trust Agreement filed as Exhibit A to this
Page 8 of 11 Pages
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Schedule 13D.
Item 6. Contracts, Arrangements, Undertakings or
Relationships with Respect to Securities of the
Issuer
The Voting Trust has been extended for three years until June
1, 2003.
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 Schedule 13D filed in April
1998.
Item 7. Material to be filed as Exhibits
Exhibit G Form of Amendment of Voting Trust Agreement dated
March 2, 2000.
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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.
March 2, 2000
DORRANCE H. HAMILTON
HOPE H. VAN BEUREN
JOHN A. VAN BEUREN
CHARLES H. MOTT
By: /s/ John A. van Beuren
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John A. van Beuren,
individually and as attorney-
in-fact for the above persons.(1)
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(1) Powers of Attorney are incorporated by reference to Exhibits B, C,
D and E to Schedule 13D filed by the Reporting Persons in April 1998. Joint
Filing Agreement by the Reporting Persons is incorporated by reference to
Exhibit F to such Schedule 13D.
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EXHIBIT G
EXTENSION OF TERM OF MAJOR STOCKHOLDERS' VOTING TRUST
The Major Stockholders' Voting Trust, under a Trust Agreement
(the "Agreement") dated as of June 2, 1990 as amended April 3, 1991 and May 30,
1991, holding shares of Capital Stock of Campbell Soup Company and Vlasic Foods
International Inc., by its terms will terminate on June 1, 2000, under Section
2 of the Agreement.
The undersigned, being all of the Representatives as defined
in Section 7 of the Agreement, hereby agree to amend the Agreement under Section
17, so that the Trust will continue in existence and terminate on June 1, 2003.
Dated: March 2, 2000
/s/ Dorrance H. Hamilton
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Dorrance H. Hamilton
Representative of Hamilton
Group and Trustee
/s/ Hope H. van Beuren
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Hope H. van Beuren
Representative of van Beuren
Group
AGREED TO:
/s/ Charles H. Mott
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Charles H. Mott
Trustee
/s/ John A. van Beuren
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John A. van Beuren
Trustee
Page 11 of 11 Pages
