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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
VLASIC FOODS INTERNATIONAL INC.
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(Name of Issuer)
COMMON STOCK, WITHOUT PAR VALUE
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(Title of Class of Securities)
928559 10 3
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(CUSIP Number)
DECHERT PRICE & RHOADS
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103
Attention: Barton J. Winokur, Esquire
(215) 994-4000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 30, 1998
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(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(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
*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 (the "Act") 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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SCHEDULE 13D
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CUSIP NO. 928559 10 3 PAGE 2 OF 6 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bennett Dorrance (Social Security No. ###-##-####)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
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SOLE VOTING POWER
7
NUMBER OF
5,234,967
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 128,936
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
5,234,967
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
128,936
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,363,903
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.8%
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TYPE OF REPORTING PERSON
14
IN
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SCHEDULE 13D
ITEM 1 SECURITY AND ISSUER.
This Statement on Schedule 13D is filed in respect of the beneficial
ownership of Common Stock, without par value ("Common Stock"), of Vlasic Foods
International Inc. (the "Company").
The address of the principal executive offices of the Company is
currently Campbell Place, Camden, New Jersey 08103.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the person filing this statement is Bennett Dorrance.
(b) His address is 4201 N. 24th Street #120, Phoenix, Arizona 85016.
(c) The principal occupation of Bennett Dorrance is private investor.
(d) During the last five years, Bennett Dorrance has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Bennett Dorrance has not been a party
to any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he 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.
(f) Bennett Dorrance is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 30, 1998, Campbell Soup Company ("Campbell") distributed the
shares of the Company, which prior thereto was a wholly owned subsidiary of
Campbell, to the shareholders of Campbell of record on March 9, 1998 (the
"Record Date"). Bennett Dorrance was a shareholder of record of Campbell on the
Record Date and acquired the shares of Common Stock of the Company pursuant to
this distribution.
ITEM 4. PURPOSE OF TRANSACTION.
Bennett Dorrance currently beneficially holds shares of Common Stock
of the Company as an investment. He may, subject to applicable securities laws,
market conditions and his assessment of the business prospects of the Company,
acquire additional shares of Common Stock from time to time through open market
purchases or otherwise. Although Bennett Dorrance has no present intention of
selling shares of Common Stock, he may decide in the future to dispose of any or
all of the shares of Common Stock currently beneficially owned by him.
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Bennett Dorrance is communicating with his sister, Mary Alice Dorrance
Malone, who beneficially owns shares of Common Stock that she received in the
distribution by Campbell referred to above, regarding their individual
objectives in respect of their current equity positions in the Company. He
intends to continue these communications on a regular basis and may, in
addition, communicate with other members of his family owning Common Stock
regarding their individual investment objectives and any proposals that the
Company may make to shareholders, although he has no agreements, arrangements or
understandings with any of these persons with respect to the holding, voting,
acquisition or disposition of shares of Common Stock.
Bennett Dorrance is co-Executor of the estate (the "Estate") of John
T. Dorrance, Jr., his father, along with Mary Alice Dorrance Malone and his
brother John T. Dorrance, III. As co-Executors of the Estate, the Dorrances
intend to confer in their fiduciary capacities in respect of voting the shares
of Common Stock held in the Estate, although there is no understanding,
arrangement or agreement that any of them will be bound to vote as the others
vote in respect of any matter which may be brought before the shareholders of
the Company or with respect to the acquisition or disposition of shares of
Common Stock or that they will otherwise act in concert in respect of any matter
relating to the Company. Accordingly, Bennett Dorrance disclaims that a group
has been formed with Mary Alice Dorrance Malone, John T. Dorrance, III or any
other person within the meaning of Rule 13d-5 under the Securities Exchange Act
of 1934, as amended.
Other than as discussed above, Bennett Dorrance currently has no plans
or proposals (but reserves the right to develop such plans and proposals) which
relate to or would result in any of the following actions:
(a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company
or of any of its subsidiaries;
(d) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Company;
(f) any other material change in the Company's business or corporate
structure;
(g) changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
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(i) any action similar to any of those enumerated in (a) through (h)
above.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
As of the date hereof, Bennett Dorrance may be deemed to beneficially
own 5,363,903 shares of Common Stock, or approximately 11.8% of the outstanding
shares of Common Stock, in respect of which he has dispositive power and voting
power as follows:
(i) 3,234,967 shares of Common Stock--sole dispositive power and sole
voting power. Bennett Dorrance holds these shares of Common Stock as
Trustee of the Bennett Dorrance Trust.
(ii) 2,000,000 shares of Common Stock--sole dispositive power and sole
voting power. Bennett Dorrance holds these shares of Common Stock as
the sole general partner of a limited partnership. In his capacity as
general partner, Bennett Dorrance holds a 1% interest in the
partnership. He is also the settlor trustee and a beneficiary of
certain trusts which collectively hold a 98% interest in the
partnership. Bennett Dorrance is one of the trustees for the trusts of
two of his children, each of which hold a .5% interest in the
partnership.
(iii) 30,694 shares of Common Stock--shared dispositive power and
shared voting power. Bennett Dorrance holds these shares of Common
Stock as one of the Executors under the Will of John T. Dorrance, Jr.
Bennett Dorrance disclaims beneficial ownership of such 30,694 shares
of Common Stock.
(iv) 98,242 shares of Common Stock--shared dispositive and shared
voting power. Bennett Dorrance holds these shares as one of the
Trustees for trusts for, or as guardian of, his children. Bennett
Dorrance disclaims beneficial ownership of these shares of Common
Stock.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
As discussed above, Bennett Dorrance, Mary Alice Dorrance Malone and
John T. Dorrance, III serve as co-Executors of the Estate, which holds 30,694
shares of Common Stock. In addition, Bennett Dorrance has confirmed in writing
to the Company that he has no current intention of disposing of any shares of
Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 9, 1998
/s/ Bennett Dorrance
______________________
Bennett Dorrance
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