<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
VLASIC FOODS INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
[VLASIC LOGO]
Vlasic Plaza
Six Executive Campus
Cherry Hill, New Jersey 08002-4112
October 20, 1998
NOTICE OF ANNUAL MEETING OF SHAREOWNERS
TUESDAY, DECEMBER 1, 1998
Dear Fellow Shareowner:
You are cordially invited to attend Vlasic Foods International's 1998 Annual
Meeting of Shareowners to be held at the Hyatt Regency Greenwich, in Greenwich,
Connecticut, on Tuesday, December 1, 1998, beginning at 10:00 a.m., Eastern
Standard Time. The purpose of the meeting is to:
1. Elect directors.
2. Ratify the appointment of accountants.
3. Transact any other business properly brought before the meeting.
If you were a shareowner of record at the close of business on October 2, 1998,
you may vote by proxy or in person at the annual meeting. Your vote is
important. Whether you plan to attend the annual meeting or not, PLEASE
COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY CARD and mail it in the envelope
provided. If you attend the meeting and prefer to vote in person, you may do so
even if you have previously returned your proxy card.
If you wish to attend the annual meeting, you will need to present your
admission ticket at the door. Your admission ticket is printed on the back cover
of this proxy statement, and directions to the annual meeting are on page 16.
Sincerely yours,
/s/ ROBERT F. BERNSTOCK
Robert F. Bernstock
President and Chief Executive
Officer
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Questions and Answers About the Annual Meeting.............. 1
Election of Directors (Proxy Item No. 1).................... 2
Structure of the Board................................. 2
Board Meetings and Committees.......................... 4
Compensation of Directors.............................. 5
Ownership of Vlasic Common Stock............................ 6
Ownership by Directors and Executive Officers.......... 6
Ownership by Others.................................... 6
Principal Shareowners.................................. 7
Directors and Executive Officers Stock Ownership
Reports.............................................. 8
Compensation of Executive Officers.......................... 8
Report of the Compensation and Organization
Committee............................................ 8
Summary of Executive Compensation...................... 10
Summary Compensation Table............................. 10
Option Grants in Last Fiscal Year...................... 11
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values........................ 12
Stock Price Performance Graph.......................... 13
Pension Plans.......................................... 14
Termination Arrangements............................... 14
Ratification of Independent Accountants (Proxy Item No.
2)........................................................ 15
Other Matters............................................... 15
Submission of Shareowners Proposals......................... 15
Map and Directions to Annual Meeting........................ 16
</TABLE>
<PAGE> 4
PROXY STATEMENT FOR THE VLASIC FOODS INTERNATIONAL INC.
1998 ANNUAL MEETING OF SHAREOWNERS
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
WHY DID YOU SEND ME THIS PROXY STATEMENT?
We sent you this proxy statement and the enclosed proxy card because Vlasic
Foods International's ("Vlasic's") Board of Directors is soliciting your proxy
to vote your shares at the 1998 Annual Meeting of Shareowners. This proxy
statement includes information about the issues to be voted upon at the meeting.
This proxy statement is being mailed to shareowners on or about October 20,
1998, to all shareowners of record at the close of business on October 2, 1998.
On this record date, there were 45,488,319 shares of Vlasic common stock
outstanding and entitled to vote.
HOW MANY VOTES DO I HAVE?
Each share of Vlasic common stock that you own entitles you to one vote.
HOW DO I VOTE?
You can vote by completing, signing, dating, and returning the enclosed proxy
card. When a proxy is returned properly dated and signed, the shares represented
thereby will be voted by the person named as the Directors' proxy in accordance
with each shareowner's directions. Proxies will also be considered to be
confidential voting instructions to the applicable Trustee with respect to
shares held in accounts under the Vlasic Foods International Savings and 401(k)
Plan for Salaried Employees, the Vlasic Foods International Savings and 401(k)
Plan for Hourly-Paid Employees or one of the Campbell Soup Company Savings and
401(k) Plans (collectively "Plans"). If participants in these Plans are also
shareowners of record under the same account information, they will receive a
single proxy which represents all shares. If the account information is
different, then the participants will receive separate proxies.
Shareowners are urged to specify their choices by marking the appropriate boxes
on the enclosed proxy card. If a proxy card is dated, signed and returned
without specifying choices, the shares will be voted as recommended by the
Directors (or, in the case of participants in the Plans referred to above, may
be voted at the discretion of the applicable Trustee).
Proxies marked as abstaining (including proxies containing broker non-votes) on
any matter to be acted upon by shareowners will be treated as present at the
meeting for purposes of determining a quorum but will not be counted as votes
cast on such matters.
A shareowner giving a proxy may revoke it by notifying the Corporate Secretary
in writing any time before it is voted. If a shareowner wishes to give a proxy
to someone other than the Directors' proxy, all three names appearing on the
enclosed proxy may be crossed out and the name of another person inserted. The
signed proxy card must be presented at the meeting by the person representing
the shareowner.
You may come to the annual meeting and cast your vote there. Please bring the
admission ticket, which can be found on the back cover of this proxy statement.
If your shares are held in the name of your broker, bank, or other nominee and
you wish to vote at the annual meeting, you must bring an account statement or
letter from the nominee indicating that you were the beneficial owner of the
shares on October 2, 1998, the record date for voting.
This solicitation of proxies is made on behalf of the Board of Directors of
Vlasic with authorization of the Board, and Vlasic will bear the cost. Copies of
proxy solicitation material will be mailed to shareowners, and employees of
Vlasic may communicate with shareowners to solicit their proxies. Brokers, banks
and others holding stock in their names, or in names of nominees, may request
and forward copies of the proxy solicitation material to beneficial
1
<PAGE> 5
owners and seek authority for execution of proxies, and Vlasic will reimburse
them for their expenses in so doing at the rates approved by the New York Stock
Exchange.
WHO WILL COUNT THE VOTE?
Representatives of First Chicago Trust Company of New York and the Corporate
Secretary will tabulate the votes and serve as judges of election.
HOW CAN I GAIN ADMITTANCE TO THE ANNUAL MEETING?
If you plan to attend the annual meeting, you will need to bring your admission
ticket that is printed on the back cover of this proxy statement. Shareowners
who do not have admission tickets will be admitted upon verification of
ownership at the door. Directions to the annual meeting are located on page 16
of this proxy statement.
ELECTION OF DIRECTORS (PROXY ITEM NO. 1)
The Board of Directors, pursuant to the By-Laws, has determined that the number
of directors of Vlasic shall be seven. The directors are to be elected to hold
office until the next Annual Meeting of Shareowners and until their successors
are elected and shall have qualified. Directors are elected by a majority of the
votes cast. Except as otherwise specified in the proxy, proxies will be voted
for election of the nominees named below.
If a nominee becomes unable or unwilling to serve, proxies will be voted for
election of such person as shall be designated by the Board of Directors;
however, the management knows of no reason why any nominee should be unable or
unwilling to serve.
STRUCTURE OF THE BOARD
The following table sets forth information concerning the nominees as of October
2, 1998:
<TABLE>
<S> <C>
ROBERT F. BERNSTOCK PRINCIPAL OCCUPATION: PRESIDENT AND CHIEF EXECUTIVE OFFICER,
VLASIC FOODS INTERNATIONAL INC.
[PHOTO] FIRST BECAME DIRECTOR: 1998
AGE: 47
Mr. Bernstock has been President and Chief Executive Officer
of Vlasic since March, 1998. In July of 1997, Mr. Bernstock
served as Executive Vice President of Campbell Soup Company
and President of its Specialty Foods Division which was spun
off in March, 1998 as Vlasic Foods International Inc. Prior
to that, he was appointed President -- U.S. Grocery Division
and Senior Vice President of Campbell Soup Company in March,
1996. Mr. Bernstock served as President -- International
Grocery Division from August 1994 to February 1996. He
served as President -- International Soup Division from
June, 1993 to July, 1994 and was Vice President of Campbell
Soup Company. Mr. Bernstock is a director of First Brands
Corporation, the National Food Processors Association, the
Rowan University College of Business Administration, the
Philadelphia Tennis Patrons, and Grocery Manufacturers of
America and is a Trustee Emeritus for the Campbell Soup
Foundation, Conference Board of Canada and Canada's National
Institute of Nutrition.
</TABLE>
2
<PAGE> 6
<TABLE>
<S> <C>
ROBERT T. BLAKELY PRINCIPAL OCCUPATION: EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER, TENNECO INC.
[PHOTO] FIRST BECAME DIRECTOR: 1998
AGE: 56
Mr. Blakely has been an Executive Vice President and Chief
Financial Officer of Tenneco Inc. since 1981. He is a
Director of the New York City Ballet, the Manhattan and
Bronx Council of the Boy Scouts of America, Solutia Inc. and
the United Way of Greenwich. He is also a Trustee of Cornell
University.
MORRIS A. COHEN PRINCIPAL OCCUPATION: MATSUSHITA PROFESSOR, THE WHARTON
SCHOOL OF THE UNIVERSITY OF PENNSYLVANIA
[PHOTO] FIRST BECAME DIRECTOR: 1998
AGE: 50
Mr. Cohen is the Matsushita Professor of Manufacturing and
Logistics at the Wharton School of the University of
Pennsylvania. He has been a Professor at the Wharton School
since 1974. He has been a visiting faculty member at
Stanford University and the Massachusetts Institute of
Technology, and is Co-Director of Wharton's Fishman-
Davidson Center for Service and Operations Management. He is
currently a member of Editorial Advisory Board of Supply
Chain Management Review, the Journal of Production and
Operations Management, and the Journal of Manufacturing and
Service Operations Management. He has also done consulting
work at Saturn Corp., Intel, IBM, Campbell Soup Company, the
U.S. Navy and Teradyne.
RICHARD L. HUBER PRINCIPAL OCCUPATION: CHAIRMAN AND CHIEF EXECUTIVE OFFICER,
AETNA, INC.
[PHOTO] FIRST BECAME DIRECTOR: 1998
AGE: 61
Mr. Huber has been Chairman and Chief Executive Officer of
Aetna, Inc. since March, 1998. He served as President and
Chief Executive Officer of Aetna since July, 1997 and Vice
Chairman from 1995 - 1997. He served as President and Chief
Operating Officer of Grupo Wasserstein Perella from
1994 - 1995 and Vice Chairman of Continental Bank from
1990 - 1994. Mr. Huber is a director of Aetna, Inc. and
Capital Re Corporation. He is a Trustee of the Mark Twain
House and Trinity College.
LAWRENCE C. KARLSON PRINCIPAL OCCUPATION: CHAIRMAN, AMERISOURCE HEALTH
CORPORATION
[PHOTO] FIRST BECAME DIRECTOR: 1998
AGE 55
Mr. Karlson is Chairman of Amerisource Health Corporation.
He also provides consulting services to a wide variety of
businesses. Prior to 1993, he served as Chairman of
Spectra-Physics AB, formerly Pharos AB, where he had also
served as President and CEO. Mr. Karlson is a director of
AmeriSource Health Corporation, CDI Corporation and
Spectra-Physics Lasers Inc.
</TABLE>
3
<PAGE> 7
<TABLE>
<S> <C>
DONALD J. KELLER PRINCIPAL OCCUPATION: CHAIRMAN, VLASIC FOODS INTERNATIONAL
INC.
[PHOTO] FIRST BECAME DIRECTOR: 1998
AGE: 66
Mr. Keller is Chairman of Vlasic Foods International Inc. He
served as Chairman for Prestone Products Corporation from
1995 - 1997 and as Chairman of B. Manischewitz Co. from
1993 - 1998. His experience includes WestPoint Pepperell
Inc. where he served as President and Chief Operating
Officer and General Foods Corporation, where he became an
Executive Vice President. Mr. Keller is a Director of Dan
River Inc. and Air Express International.
SHAUN F. O'MALLEY PRINCIPAL OCCUPATION: CHAIRMAN EMERITUS, PRICE WATERHOUSE
LLP
[PHOTO] FIRST BECAME DIRECTOR: 1998
AGE: 63
Mr. O'Malley retired from Price Waterhouse in 1995. He
served at Price Waterhouse for many years, most recently as
Chairman and Senior Partner. Mr. O'Malley is a director of
the Wharton School at the University of Pennsylvania, Horace
Mann Educators Corporation, Coty, Inc. and the Curtis
Institute of Music.
</TABLE>
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THESE NOMINEES
BOARD MEETINGS AND COMMITTEES
Our Board of Directors met four times in fiscal 1998 following the spin-off of
Vlasic as an independent company on March 30, 1998. In addition to meetings of
the Board, directors attended meetings of Board committees. Each director
attended 75% or more of the total meetings of the Board of Directors and the
Board Committees on which the director served. A description of each committee
and its membership as of the record date follows.
Audit Committee
Members: Mr. Blakely, Chair; Mr. Cohen; Mr. Karlson
The Audit Committee, composed of non-employee directors, met once in fiscal
1998. The committee's mission is to oversee the adequacy of Vlasic's internal
control systems and the accuracy and integrity of its financial reporting. In
addition, the Audit Committee sets a positive "tone at the top" which fosters a
company-wide attitude of integrity and control consciousness.
The Committee recommends the appointment of Vlasic's independent accountants and
confers independently with the internal auditors and the independent
accountants. The Committee reviews non-audit services to be performed by the
independent accountants and determines appropriate fees for both audit and
non-audit services.
Compensation and Organization Committee
Members: Mr. O'Malley, Chair; Mr. Huber; Mr. Keller
The Compensation and Organization Committee, composed of non-employee directors,
met once in fiscal 1998. The mission of the Compensation and Organization
Committee is to provide an independent review of Vlasic's
4
<PAGE> 8
organization, its performance objectives, and management's compensation. The
Committee is responsible for the Chief Executive Officer evaluation process.
Governance Committee
Members: Mr. Keller, Chair; Mr. Blakely, Mr. O'Malley
The Governance Committee, composed of non-employee directors, did not meet in
fiscal 1998. The mission of the Governance Committee is to assure the
independence of the Board as it exercises its corporate governance and oversight
roles.
The Governance Committee seeks potential nominees for Board membership in
various ways and will consider suggestions submitted by shareowners. Such
suggestions, together with appropriate biographical information, should be
submitted to the Corporate Secretary of Vlasic.
COMPENSATION OF DIRECTORS
A Director who is a Vlasic employee does not receive payment for his services as
a director.
The following table displays all components of compensation for non-employee
directors:
<TABLE>
<S> <C>
- ----------------------------------------------------------------------------------
FORM OF COMPENSATION AMOUNT OF COMPENSATION
- ----------------------------------------------------------------------------------
Annual Option Grant* $40,000
- ----------------------------------------------------------------------------------
Board Attendance Fee**
(per meeting) $ 2,000
- ----------------------------------------------------------------------------------
Committee Attendance Fee**
(per meeting) $ 1,500
- ----------------------------------------------------------------------------------
</TABLE>
* On March 30 of each year (beginning March 30, 1999), non-employee directors
are granted stock options that have a Black-Scholes value of approximately
$40,000 with the exercise price based on the fair market value of Vlasic
Stock on March 30 or the next business day, if March 30 is not a business
day, which will vest cumulatively over three years at the rate of 30%, 60%
and 100%, respectively on the first three anniversaries (new directors will
receive a prorated amount of options based on date of election). The stock
options have a term of ten years.
** $500 per conference call meeting attended.
On April 6, 1998 Mr. O'Malley and Mr. Blakely each received an option to
purchase 5,100 shares of Vlasic common stock. Upon election as directors, Mr.
Karlson was granted 4,250 options on June 2, 1998; and Mr. Huber and Mr. Cohen
were each granted 3,825 options on July 7, 1998.
On April 6, 1998, Mr. Keller received a retainer of $100,000 and a grant of
35,000 options. Included in the 35,000 options was a special grant of options to
compensate Mr. Keller for his loss of certain options to acquire Sysco Corp.
stock that he forfeited to become Chairman of Vlasic.
Non-employee directors do not have a retirement plan nor do they participate in
Vlasic's benefit plans. They are, however, covered under Vlasic's business
travel accident insurance policy while traveling on the Company's business.
Directors have the option to elect to defer all or a portion of any cash
compensation. Directors are reimbursed for actual travel costs.
5
<PAGE> 9
OWNERSHIP OF VLASIC COMMON STOCK
OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information regarding beneficial ownership as of
October 2, 1998, of the Vlasic Common Stock of each Director, Vlasic's five most
highly compensated Executive Officers and the Directors and Executive Officers
as a group and also sets forth stock units credited to the individual's deferred
compensation account. The account reflects the election of the individuals to
defer previously earned compensation into Vlasic stock units. The individuals
are fully at risk as to the price of Vlasic stock in their deferred stock
accounts. Additional stock units are credited to the accounts to reflect accrual
of dividends, if any. The stock units do not carry any voting rights.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
AGGREGATE NUMBER TOTAL NUMBER OF
OF SHARES AND
SHARES BENEFICIALLY VLASIC STOCK DEFERRED
NAME OWNED(a) DEFERRED STOCK
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
Robert F. Bernstock 210,154 200,715 410,869
- --------------------------------------------------------------------------------------------------------------------
Robert T. Blakely 0 30 30
- --------------------------------------------------------------------------------------------------------------------
Morris A. Cohen 0 0 0
- --------------------------------------------------------------------------------------------------------------------
Richard L. Huber 0 0 0
- --------------------------------------------------------------------------------------------------------------------
Lawrence C. Karlson 12,000 100 12,100
- --------------------------------------------------------------------------------------------------------------------
Donald J. Keller 10,000 0 10,000
- --------------------------------------------------------------------------------------------------------------------
Shaun F. O'Malley 500 119 619
- --------------------------------------------------------------------------------------------------------------------
Norma B. Carter 41,068 14,257 55,325
- --------------------------------------------------------------------------------------------------------------------
Mitchell P. Goldstein 19,268 11,431 30,699
- --------------------------------------------------------------------------------------------------------------------
Carlos Oliva Funes 51,378 582 51,960
- --------------------------------------------------------------------------------------------------------------------
Rolf B. Richter 20,751 115 20,866
- --------------------------------------------------------------------------------------------------------------------
All directors and executive officers (8) as a group 403,994 227,446 631,440
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) The shares shown include 307,611 shares of Common Stock with respect to
which Executive Officers have a right, as of December 2, 1998, to acquire
beneficial ownership because of vested stock options. All persons listed own
less than 1% of Vlasic's outstanding shares of Common Stock. All Directors
and Executive Officers (8 persons) as a group own 1.4% of outstanding
shares. This includes shares owned directly or indirectly.
OWNERSHIP BY OTHERS
At the close of business on October 2, 1998, the record date for the meeting,
there were outstanding and entitled to vote 45,488,319 shares of Vlasic common
stock, each having one vote. The holders of a majority of the shares outstanding
and entitled to vote, present in person or represented by proxy, constitute a
quorum for the meeting.
6
<PAGE> 10
PRINCIPAL SHAREOWNERS
Information concerning the owners of more than 5% of the outstanding Vlasic
common stock as of October 2, 1998, the record date for the meeting, follows:
<TABLE>
<CAPTION>
AMOUNT/NATURE OF PERCENT OF
BENEFICIAL OUTSTANDING
NAME/ADDRESS(1) OWNERSHIP STOCK
--------------- -------------------- -----------------
<S> <C> <C>
Bennett Dorrance 5,363,903(2) 11.8%
DMB Associates,
4201 North 24th Street,
Suite 120
Phoenix, AZ 85016
Mary Alice Malone 5,442,537(3) 12.0%
Iron Spring Farm
R.D. #3,
Coatesville, PA 19320
Dorrance H. Hamilton, 6,150,738(5) 13.5%
Charles H. Mott and John A. van Beuren
Voting Trustees under the Major
Stockholders' Voting Trust dated as of June 2, 1990
("Voting Trust") and related persons,
P. O. Box 4098
Middletown, RI 02842
Note (4)
</TABLE>
(1) The owners of more than 5% of Vlasic Common Stock are descendants of the
late Dr. John T. Dorrance, one of the founders of Campbell Soup Company.
They were shareholders of record as of March 9, 1998 of Campbell Soup
Company and received shares of Vlasic Common Stock pursuant to the spin-off.
(2) Bennett Dorrance is a grandson of Dr. John T. Dorrance and the brother of
Mary Alice Malone. Share ownership shown does not include 30,694 shares held
by the Estate of his father, John T. Dorrance, Jr., of which he is an
Executor, and as to which shares he disclaims beneficial ownership. Does not
include 98,242 shares held as one of the Trustees for trusts for, or as
guardian of, his children, as to which shares he disclaims beneficial
ownership.
(3) Mary Alice Malone is a granddaughter of Dr. John T. Dorrance. Share
ownership shown does not include 30,694 shares held by the Estate of her
father, John T. Dorrance, Jr., of which she is an Executor and as to which
shares she disclaims beneficial ownership. Does not include 2,911 shares
held by her cousin as trustee of a trust for her children, as to which
shares she disclaims beneficial ownership.
(4) The June 2, 1990 Voting Trust was formed by certain descendants (and
spouses, fiduciaries and a related foundation) of the late Dr. John T.
Dorrance. The Voting Trust initially covered shares of Campbell Soup
Company. By the terms of the Voting Trust, shares of Vlasic received by the
Trustees pursuant to the spin-off became subject to the Voting Trust. The
participants have indicated that they 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 shares. It is expected that the Voting Trust will act in the same
capacity with respect to Vlasic.
The Trustees act for participants in communications with the Vlasic Board
of Directors. Participants believe the Voting Trust may also facilitate
communications between the Vlasic Board and the participants. Under the
Voting Trust, all shares held by the trust will be voted by the Trustees
whose decision must be approved by at least two Trustees if there are three
Trustees then acting. In the event of a disagreement among the Trustees
designated by the family groups participating in the trust, the shares of
the minority may be withdrawn. The Voting Trust continues for ten years from
June 2, 1990, unless it is sooner terminated or extended.
(5) Includes 6,080,690 shares (13.4% of the outstanding shares) held by the
Voting Trustees with sole voting power and 70,048 shares held by
participants outside the Voting Trust or by persons related to them, for a
total of 6,150,738 shares (13.5% of the outstanding shares). Includes (i)
2,949,835 shares (6.5% of the outstanding shares) with sole dispositive
power held by the Dorrance H. Hamilton Trust of which Mrs. Hamilton is the
sole trustee, 200 Eagle Road, Suite 316, Wayne, PA 19087; and (ii) 675,678
shares with sole dispositive power
7
<PAGE> 11
held by Hope H. van Beuren and 672,000 shares with sole dispositive power
held by her husband, John A. van Beuren, P. O. Box 4098, Middletown, RI
02842. John and Hope van Beuren also hold 1,400,556 shares with shared
dispositive power, including shares held by a family partnership. In
addition John van Beuren holds 201,076 shares with shared dispositive power.
Participants in the Voting Trust have certain rights to withdraw shares
deposited with the Voting Trustees including the right to withdraw these
shares prior to any annual or special meeting of Vlasic shareowners.
Dispositive power as used above means the power to direct the sale of
shares; in some cases it does not include the power to direct how the
proceeds of sale can be used.
The foregoing information relating to shareowners is based upon Vlasic stock
records, 13D filings, and data supplied to Vlasic by the shareowners as of the
record date for the Annual Meeting.
DIRECTORS AND EXECUTIVE OFFICERS STOCK OWNERSHIP REPORTS
The federal securities laws require that Vlasic's Directors and Executive
Officers, and any person who owns more than ten percent of Vlasic's common
stock, file with the Securities and Exchange Commission and the New York Stock
Exchange initial reports of ownership and reports of changes in ownership of any
securities of Vlasic.
To Vlasic's knowledge, based solely on review of the copies of such reports
furnished to Vlasic and written representations that no other reports were
required, during the fiscal year ended August 2, 1998, all of Vlasic's Executive
Officers, Directors, and greater-than-ten-percent beneficial owners made all
required filings.
COMPENSATION OF EXECUTIVE OFFICERS
REPORT OF THE COMPENSATION AND ORGANIZATION COMMITTEE
The Compensation and Organization Committee of the Board of Directors (the
"Committee") is comprised of three independent non-employee directors. The
Committee provides an independent review of the company's organization, its
performance objectives and management's compensation.
Prior to the spin-off by Campbell Soup Company on March 30, 1998, Vlasic's
executive officers named in the Summary Compensation Table were employees of
Campbell Soup Company. Their compensation for services prior to the effective
date of the spin-off and their 1998 annual bonuses were determined solely by
Campbell Soup Company.
In anticipation of the spin-off, Campbell Soup Company developed a compensation
structure for Vlasic that it considered appropriate for the company. The
Committee, working with management, is evaluating this compensation structure. A
description of the current program follows.
Policies and Objectives
The key components of Vlasic's executive compensation program are base salary,
annual bonus, and long-term incentive. The intention is to maintain base
salaries for the executives at approximately the 50th percentile of a
compensation peer group composed of 31 consumer packaged goods companies whose
size have been comparably regressed (the "compensation peer group"). Annual
bonus and long-term incentive are targeted at about the 75th percentile of the
same comparably regressed compensation peer group.
Annual Bonus Plan
The annual bonus plan for eligible management level employees provides for
awards to be determined shortly after the end of the fiscal year. For the 1998
fiscal year, Campbell Soup Company established the incentive opportunities prior
to the spin-off.
For the 1999 fiscal year, annual bonus awards will depend principally upon
achieving corporate earnings per share ("EPS") and divisional earnings before
interest and taxes ("EBIT") targets set prior to the beginning of the year. In
addition, subject to certain exceptions, if Vlasic's rate of annual growth of
its EPS places it in the top quartile of all companies in the S&P 500 Food Group
and the S&P 400 Mid-Cap Food Group (the "performance peer group"), each
bonus-eligible employee would receive an additional 50% of his or her bonus
target. The Committee
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<PAGE> 12
may also consider adjusting the target awards based on the employee's personal
performance as measured against his or her particular responsibilities.
Long-Term Incentive Plan
Vlasic's long-term incentive plan currently utilizes stock option grants for
eligible management level employees. Non-qualified stock options were granted on
April 6, 1998. All options have a ten-year term and an exercise price equal to
the fair market value of a share of company common stock on the grant date.
In order to compensate for long-term incentive awards forfeited when leaving
Campbell after the spin-off, the options granted in April 1998 to the top 15 key
executives were triple the size of a target grant and vest cumulatively over
three years at the rate of 30%, 60% and 100%, respectively on the first three
anniversaries beginning in April 2000. Options granted to other management level
employees vest approximately in thirds on each of the first three anniversaries
of the stock option grant date beginning in April 1999.
Base Salaries for Fiscal Year 1998
Except where two executive officers assumed new duties after the spin-off, base
salaries for the executive officers, including Mr. Bernstock, remained set at
the levels established by Campbell Soup Company prior to the spin-off to reflect
the new responsibilities that they were assuming with Vlasic.
Policy on Deductibility of Compensation
Section 162(m) of the Internal Revenue Code limits the tax deduction to $1
million for compensation paid one or more of the executive officers listed on
page 10, unless certain requirements are met. Vlasic's philosophy with respect
to the limit on the tax-deductibility of executive compensation is to use
certain objective performance standards to qualify for exceptions to any
applicable loss of tax deductions. The Committee anticipates that Vlasic will
not lose any tax deductions due to these rules in 1998.
COMPENSATION AND ORGANIZATION COMMITTEE
Shaun F. O'Malley, Chairman
Richard L. Huber
Donald J. Keller
COMPENSATION AND ORGANIZATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
None.
9
<PAGE> 13
SUMMARY OF EXECUTIVE COMPENSATION
The following table sets forth the compensation received by Vlasic's
President and Chief Executive Officer and the four other most highly compensated
Executive Officers for fiscal 1998. William R. Lewis was elected Chief Financial
Officer of Vlasic in February 1998 and was not employed by Campbell in the first
half of fiscal 1998. Accordingly, he does not appear in the following table.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
LONG-TERM AWARDS
---------------------------------
RESTRICTED SECURITIES
ANNUAL COMPENSATION STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL FISCAL ----------------------------------- AWARDS OPTIONS COMPENSATION
POSITION YEAR* BASE SALARY BONUS (1) (#)(2) ($)(3)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert F. Bernstock 1998 $446,667 $347,489 $ 0 450,000 $23,825
President and 1997 $336,875 $282,093 $1,880,177 100,000 $18,352
Chief Executive Officer
- ---------------------------------------------------------------------------------------------------------------------------------
Carlos Oliva Funes 1998 $443,433 $129,720 $ 0 60,000 $22,172
Vice President and 1997 $430,500 $ 95,696 $ 468,988 10,700 $30,000
President-Swift-Armour
- ---------------------------------------------------------------------------------------------------------------------------------
Norma B. Carter 1998 $170,000 $121,849 $ 22,006 65,000 $ 8,755
Vice President, 1997 $151,667 $ 75,172 $ 231,488 6,750 $ 6,805
General Counsel
and Corporate Secretary
- ---------------------------------------------------------------------------------------------------------------------------------
Rolf B. Richter 1998 $182,593 $ 82,310 $ 16,504 50,000 $ 7,947
Vice President and 1997 $168,920 $ 87,599 $ 201,856 5,625 $ 0
President -- Europe
- ---------------------------------------------------------------------------------------------------------------------------------
Mitchell P. Goldstein 1998 $190,000 $ 73,665 $ 13,779 50,000 $ 7,910
Vice President -- 1997 $174,375 $ 57,097 $ 158,482 4,950 $ 6,944
Strategic Planning and
Corporate Development
President -- Vlasic Farms,
Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* The Company is reporting on fiscal years 1997 and 1998 only in accordance
with applicable regulations of the Securities and Exchange Commission.
(1) The Restricted Stock Awards for 1997 for the fiscal 1998 to 2000 performance
period were forfeited at the time of the spin-off from Campbell. In order to
compensate for this, the options granted in April 1998 to the top 15 key
executives were triple the size of a target grant.
(2) The stock option grants shown for 1998 represent options on Vlasic common
stock and are described in the footnotes to the table captioned "Option
Grants in Last Fiscal Year" on page 11. The stock option grants shown for
1997 represent options on Campbell common stock. Under the Benefits Sharing
Agreement between Campbell Soup Company and Vlasic Foods International Inc.
these Campbell stock options were converted in connection with the spin-off
into replacement options on Vlasic common stock, with the award preserving
the economic value of the original Campbell grant at the time of the
spin-off. As a result, Mr. Bernstock's stock options for 1997 were converted
into 253,357 Vlasic options, Mr. Oliva Funes' were converted into 27,109
Vlasic options, Ms. Carter's were converted into 17,102 Vlasic options, Mr.
Richter's were converted into 14,251 Vlasic options, and Mr. Goldstein's
were converted into 12,541 Vlasic options.
(3) "All Other Compensation" consists of Campbell/Vlasic contributions or
allocations to savings plans (tax-qualified and supplemental) or, in the
case of Mr. Oliva Funes, consulting fees for services rendered to other
Campbell businesses in Latin America prior to the spin-off.
10
<PAGE> 14
OPTION GRANTS IN LAST FISCAL YEAR(1)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
GRANT DATE
INDIVIDUAL GRANTS VALUE
- ----------------------------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE OR GRANT DATE
GRANTED FISCAL YEAR BASE PRICE EXPIRATION PRESENT VALUE
NAME (#)(2) (3) ($/SH) DATE ($)(4)
<S> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
Robert F. Bernstock 450,000 28.0% 22.6875 4/6/08 $ 3,924,000
- ----------------------------------------------------------------------------------------------------------------
Carlos Oliva Funes 60,000 3.7% 22.6875 4/6/08 $ 523,200
- ----------------------------------------------------------------------------------------------------------------
Norma B. Carter 65,000 4.0% 22.6875 4/6/08 $ 566,800
- ----------------------------------------------------------------------------------------------------------------
Rolf B. Richter 50,000 3.1% 22.6875 4/6/08 $ 436,000
- ----------------------------------------------------------------------------------------------------------------
Mitchell P. Goldstein 50,000 3.1% 22.6875 4/6/08 $ 436,000
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The options shown in this table are options to purchase Vlasic Stock. These
options have a ten-year vesting term and vest cumulatively over three years
at the rate of 30%, 60% and 100%, respectively on the first three
anniversaries beginning in April 2000.
(2) The numbers shown do not include grants made as the result of the conversion
of options on Campbell common stock granted prior to 1998. These Campbell
options were converted in connection with the spin-off into replacement
Vlasic common stock options, preserving the economic value of the original
Campbell grant at the time of the spin-off. As a result of these
conversions, the named executive officers received options on Vlasic common
stock, as follows: Mr. Bernstock, options on 447,327 shares; Mr. Oliva
Funes, options on 91,056 shares; Ms. Carter, options on 47,378 shares; Mr.
Richter, options on 100,545 shares; and Mr. Goldstein, options on 33,152
shares. All options for these executives have exercise prices ranging from
$9.7072 to $19.0689 and are with expiration dates ranging from June 22, 2005
to June 26, 2007.
(3) Percentages are based upon the total number of options on Vlasic common
stock granted after the spin-off under the Vlasic Foods International
Long-Term Incentive Plan.
(4) In accordance with the rules of the Securities and Exchange Commission (the
"Commission"), the Black-Scholes option pricing model was chosen to estimate
the grant date present value of the options set forth in this table. The use
of this model should not be construed as an endorsement of its accuracy at
valuing options. All stock option pricing models require a prediction about
the future movement of stock price. The following assumptions were made for
the purposes of calculating the grant date present value: option term of 6
years, volatility of 27.0%, 0% dividend yield, and interest of 5.63%
(six-year Treasury note rate at January 2, 1998). The real value of options
in this table depends upon the actual performance of Vlasic Stock during the
applicable period and upon when they are exercised.
11
<PAGE> 15
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES VALUE OPTIONS AT FY-END ($)(2)
ACQUIRED ON REALIZED AT FY-END (#) ----------------------------
NAME EXERCISE (#) ($)(1) ----------------------------
EXERCISABLE/
EXERCISABLE/ UNEXERCISABLE
UNEXERCISABLE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert F. Bernstock
Vlasic Options 0 0 177,552/719,775 $520,651/$356,668
Campbell Options 13,927 $648,013 178,586/0 $6,235,999/$0
- -------------------------------------------------------------------------------------------------------------------------
Carlos Oliva Funes
Vlasic Options 0 $0 44,513/106,543 $203,168/$106,543
Campbell Options 0 $0 48,373/0 $1,570,063/$0
- -------------------------------------------------------------------------------------------------------------------------
Norma B. Carter
Vlasic Options 0 $0 21,724/90,654 $89,349/$52,799
Campbell Options 0 $0 18,604/0 $587,946/$0
- -------------------------------------------------------------------------------------------------------------------------
Rolf B. Richter
Vlasic Options 0 $0 18,816/131,729 $81,430/$324,137
Campbell Options 0 $0 44,979/0 $1,624,760/$0
- -------------------------------------------------------------------------------------------------------------------------
Mitchell P. Goldstein
Vlasic Options 0 $0 14,795/68,357 $57,966/$36,962
Campbell Options 0 $0 5,566/0 $146,040/$0
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The amounts in this column reflect the fair market value of shares received
on the exercise date minus the exercise price. Exercise of options on
Campbell common stock are shown only if they occurred prior to March 30,
1998, the effective date of the spin-off.
(2) These year-end values represent the difference between (a) the fair market
value of the company common stock underlying the options on July 31, 1998
(Vlasic market price of $17.5625 and Campbell marketprice of $54.00) and (b)
the exercise prices of the options. "In-the-money" means that the fair
market value of the underlying stock is greater than the option's exercise
price on the valuation date.
12
<PAGE> 16
STOCK PRICE PERFORMANCE GRAPH
The following graph compares the cumulative total return to shareowners on
Vlasic's common stock with the cumulative total return on each of three indices:
the Standard & Poor's 500 Stock Index (S&P 500), the Standard & Poor's 500 Food
Index (S&P Food) and the Standard & Poor's Midcap 400 Food Group (S&P Midcap
Food). We have chosen to compare Vlasic's performance with that of these three
indices to show the performance of the Food Group within the S&P 500 compared to
the S&P 500 as well as the S&P Mid Cap Food Group of which Vlasic is a
component. The graph assumes that $100 was invested on March 10, 1998, in each
of Vlasic stock, the S&P 500, the S&P Food Group and the S&P Midcap Food Group
and that all dividends were reinvested.
VLASIC RETURN TO SHAREOWNERS
COMPARISON WITH MAJOR MARKET INDICES
[RETURN TO STOCKHOLDERS TABLE]
VLASIC CLOSING PRICE WAS $17.5625 ON JULY 31, 1998
<TABLE>
<CAPTION>
S & P Midcap
Vlasic S & P 500 S & P Food Food
<S> <C> <C> <C> <C>
10-Mar 100.00 100.00 100.00 100.00
31-Mar 112.90 103.60 102.40 97.00
30-Apr 101.40 104.60 100.20 93.30
29-May 95.30 102.80 103.20 94.10
30-Jun 88.50 107.00 103.10 95.90
31-Jul 77.20 105.90 94.30 91.00
</TABLE>
13
<PAGE> 17
PENSION PLANS
The following table illustrates the approximate annual pension that may become
payable to an employee in the higher salary classifications under Vlasic's
regular and supplementary pension plans.
<TABLE>
<CAPTION>
AVERAGE
COMPENSATION
IN HIGHEST ESTIMATED ANNUAL PENSIONS
5 YEARS OF YEARS OF SERVICE
LAST 10 YEARS ----------------------------------------------------
OF EMPLOYMENT 20 25 30 35 40
- ---------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$200,000...... $ 56,887 $ 71,109 $ 85,331 $ 90,331 $ 95,331
$300,000...... $ 86,887 $108,609 $130,331 $137,831 $145,331
$400,000...... $116,887 $146,109 $175,331 $185,331 $195,331
$500,000...... $146,887 $183,609 $220,331 $232,831 $245,331
$600,000...... $176,887 $221,109 $265,331 $280,331 $295,331
$700,000...... $206,887 $258,609 $310,331 $327,831 $345,331
$800,000...... $236,887 $296,109 $355,331 $375,331 $395,331
$900,000...... $266,887 $333,609 $400,331 $422,831 $445,331
$1,000,000.... $296,887 $371,109 $445,331 $470,331 $495,331
</TABLE>
Compensation covered for executive officers named in the table on page 10 is the
same as the total salary and bonus shown in that table. These estimated amounts
assume retirement at age 65 (normal retirement age) with a straight-life annuity
without reduction for a survivor annuity or for optional benefits. They are not
subject to deduction for Social Security benefits or other offsets. The years of
service set forth below for Mr. Bernstock include additional years of service
pursuant to a Mid-Career Hire Pension Agreement designed to replace a similar
plan at Campbell Soup Company and include years of service while an employee of
Campbell. As of the end of fiscal 1998, the full years of accrued service under
the pension plans for Mr. Bernstock was 21. As of the end of fiscal 1998, the
full years of accrued service under the pension plan for the following three
individuals other than Mr. Bernstock named in the compensation table on page 10
were as follows: Ms. Carter, 17; Mr. Richter, 5; and Mr. Goldstein, 3. Carlos
Oliva Funes does not participate in the Vlasic pension plan.
TERMINATION ARRANGEMENT
Vlasic has entered into a Severance Protection Agreement (the "Agreement") with
Mr. Bernstock. The Agreement provides severance pay and continuation of certain
benefits should a Change in Control occur. The independent members of the Board
of Directors unanimously approved entry into the Agreement. In order to receive
benefits under the Agreement, Mr. Bernstock's employment must be terminated: (a)
involuntarily by Vlasic, without cause, whether actual or "constructive," within
two years following a Change in Control; or (b) by Mr. Bernstock within a thirty
day "window period" beginning one year after a Change in Control.
Generally, a "Change in Control" will be deemed to have occurred in any of the
following circumstances:
(i) the acquisition of 25% or more of the outstanding voting stock of
Vlasic by any person or entity, with certain exceptions for John T.
Dorrance family members;
(ii) the persons serving as directors of Vlasic as of July 7, 1998 and
those replacement or additions subsequently approved by a two-thirds
vote of the Board, cease to make up at least two-thirds of the Board;
(iii) a merger, consolidation or share exchange in which the shareowners of
Vlasic prior to the merger wind up owning 80% or less of the
surviving corporation; or
(iv) a complete liquidation or dissolution of Vlasic or disposition of all
or substantially all of the assets of Vlasic.
14
<PAGE> 18
If triggered under the Agreement, severance pay would equal three years' base
salary and bonus. Medical, dental, life and disability benefits would be
provided at the expense of Vlasic for the lesser of: (i) 30 months; or (ii) the
number of months remaining until Mr. Bernstock's 65th birthday. Vlasic would pay
in a single payment an amount equal to the value of the benefit Mr. Bernstock
would have accrued under Vlasic's pension plans had he remained in the employ of
Vlasic for an additional 30 months or until his 65th birthday, if earlier. Under
the Agreement, Mr. Bernstock would be eligible for a gross-up payment for excess
taxes, interest or penalties imposed by Section 4999 of the Internal Revenue
Code, and all options outstanding on the date of such Change in Control would
become immediately and fully exercisable.
RATIFICATION OF INDEPENDENT ACCOUNTANTS (PROXY ITEM NO. 2)
The proxy, unless otherwise directed thereon, will be voted for a resolution
ratifying action of the Board, upon the recommendation of its Audit Committee,
appointing the firm of PricewaterhouseCoopers LLP Certified Public Accountants,
as independent accountants to conduct an audit of the accounts of Vlasic for
fiscal 1999. PricewaterhouseCoopers was originally appointed to act as the
company's independent accountants in March 1998 when Vlasic became an
independent entity. PricewaterhouseCoopers is knowledgeable about the company's
operations and accounting practices as a result of its past service as
independent accountants for Campbell Soup Company and is well qualified to act
as independent accountants.
The vote required for ratification is a majority of shares voting. If the
resolution is rejected, or if PricewaterhouseCoopers declines to act or becomes
incapable of acting, or if their employment is discontinued, the Board will
appoint other accountants whose continued employment after the 1999 Annual
Meeting of Shareowners will be subject to ratification by the shareowners.
Representatives of PricewaterhouseCoopers will be at the 1998 Annual Meeting to
make a statement if they desire to do so and to answer questions.
For fiscal 1998 PricewaterhouseCoopers also examined the separate financial
statements of certain of Vlasic's foreign subsidiaries and provided other audit
services to Vlasic in connection with the spin-off, Securities and Exchange
Commission filings, review of periodic financial statements and audits of
certain employee benefit plans.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
OTHER MATTERS
The Board of Directors knows of no other matters to be presented for action at
the meeting. If other matters come before the meeting, it is the intention of
the Directors' proxy to vote on such matters in accordance with his best
judgment.
SUBMISSION OF SHAREOWNER PROPOSALS
Under the rules of the Securities and Exchange Commission now in effect,
shareowner proposals intended for inclusion in next year's Proxy Statement must
be directed to the Corporate Secretary at Vlasic Plaza, Six Executive Campus,
Cherry Hill, New Jersey, 08002-4112, and must be received by June 22, 1999.
/s/ NORMA B. CARTER
Norma B. Carter
Corporate Secretary
October 20, 1998
NOTE: SHAREOWNERS MAY RECEIVE A COPY OF THE COMPANY'S ANNUAL FORM 10-K REPORT,
WITHOUT CHARGE, BY WRITING INVESTOR RELATIONS AT VLASIC'S HEADQUARTERS OR BY
CALLING (609) 969-7427 OR EMAIL AT [email protected].
15
<PAGE> 19
DIRECTIONS TO THE
HYATT REGENCY GREENWICH:
FROM KENNEDY AIRPORT
Follow the Van Wyck Expressway 678 to the Whitestone Expressway. Go over the
Whitestone Bridge. Once over the bridge, follow I-95 North. Get off at the Old
Greenwich Exit 5. Make a right at the end of the exit onto Route 1/East Putnam
Avenue. Follow for three (3) traffic lights. At the third light make a right
into the Hotel entrance.
FROM LA GUARDIA AIRPORT
Follow the Grand Central Parkway to the Van Wyck Expressway to the Whitestone
Bridge Expressway exit. Go over the bridge and follow signs to I-95 North New
England. Get off at the Old Greenwich Exit 5. Make a right at the end of the
exit onto Route 1/East Putnam Avenue. Follow for three (3) traffic lights. At
the third light make a right into the Hotel entrance.
FROM NEW JERSEY
Follow the Garden State Parkway North to 287 East (Tappan Zee Bridge). Once over
the bridge, take Exit 8 (New England/287 East). Follow 287 East to I-95 North.
Get off at the Old Greenwich Exit 5. Make a right at the end of the exit onto
Route 1/East Putnam Avenue. Follow for three (3) traffic lights. At the third
light make a right into the Hotel entrance.
FROM 684 (WESTCHESTER AIRPORT)
Follow 684 South to 287 East. Take 287 East to I-95 North. Get off at the Old
Greenwich Exit 5. Make a right at the end of the exit onto Route 1/East Putnam
Avenue. Follow for three (3) traffic lights. At the third light make a right
into the Hotel entrance.
[GRAPHIC]
16
<PAGE> 20
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 21
- ------------------------------------------------------------------
[VLASIC LOGO]
Annual Meeting of Shareowners
Hyatt Regency Greenwich
1800 East Putnam Avenue
Old Greenwich, Connecticut 06870
December 1, 1998
10:00 A.M.
ADMISSION TICKET
- ------------------------------------------------------------------
<PAGE> 22
PROXY
VLASIC FOODS INTERNATIONAL INC.
VLASIC PLAZA
SIX EXECUTIVE CAMPUS
CHERRY HILL, NEW JERSEY 08002-4112
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING ON DECEMBER 1, 1998.
The undersigned hereby appoints Donald J. Keller, or, in his absence,
Robert F. Bernstock, or, in the absence of both of them, Norma B. Carter, and
each or any of them, proxies with full power of substitution, to vote all shares
the undersigned is entitled to vote, at the Annual Meeting of Shareowners of
Vlasic Foods International Inc. to be held at The Hyatt Regency Greenwich, 1800
East Putnam, Old Greenwich, Connecticut, at 10:00 a.m. and at any adjournments
thereof, on all matters coming before the meeting, including the proposals
referred to on the reverse side hereof. If the undersigned is a participant in
one of the Vlasic Foods International Inc. Savings and 401(k) Plans or in one of
the Campbell Soup Company Savings and 401(k) Plans (any of such plans, a
"Savings Plan"), then the undersigned hereby directs the respective trustee of
the applicable Savings Plan to vote all shares of Vlasic Foods International
Inc. Common Stock in the undersigned's Savings Plan account at the aforesaid
Annual Meeting and at any adjournments thereof, on all matters coming before the
meeting, including the proposals referred to on the reverse side hereof.
(Change of Address/Comments)
_________________________________
_________________________________
_________________________________
_________________________________
(If you have written in the above space, please mark the corresponding box on
the reverse side of this card)
To vote in accordance with the Board of Directors' recommendations just sign the
reverse side; no boxes need to be marked. Please return proxy card promptly
using the enclosed envelope.
SEE REVERSE SIDE
- --------------------------------------------------------------------------------
#FOLD AND DETACH PROXY CARD HERE AND RETURN IN ENCLOSED ENVELOPE#
[Vlasic LOGO]
ANNUAL MEETING OF SHAREOWNERS
DECEMBER 1, 1998
10:00 A.M.
HYATT REGENCY GREENWICH
1800 EAST PUTNAM
OLD GREENWICH, CONNECTICUT
PLEASE NOTE: IF YOU PLAN TO ATTEND THE 1998 ANNUAL MEETING OF SHAREOWNERS,
PLEASE MARK THE APPROPRIATE BOX ON THE REVERSE SIDE OF THE PROXY CARD.
<PAGE> 23
[X] PLEASE MARK YOUR 2861
VOTES AS IN THIS
EXAMPLE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED "FOR" THE NOMINEES FOR
DIRECTOR IN PROPOSAL NO. 1 AND "FOR" PROPOSAL NO. 2
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND FOR PROPOSAL
NO. 2.
FOR WITHHELD FOR ALL NOMINEES
1. Election of Directors [ ] [ ]
For, except vote withheld from the following nominee(s):
_________________________________
NOMINEES FOR DIRECTOR:
Robert F. Bernstock, Robert T. Blakely, Morris A. Cohen,
Richard L. Huber, Lawrence C. Karlson, Donald J. Keller,
Shaun F. O'Malley
FOR AGAINST ABSTAIN
2. Ratification of Appointment [ ] [ ] [ ]
of Independent Accountants.
I plan to attend the [ ]
Annual Meeting of
Shareowners.
Change of Address: [ ]
Mark this box and
see reverse side.
Please sign EXACTLY as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
_________________________________
_________________________________
SIGNATURE(S) DATE
- --------------------------------------------------------------------------------
#FOLD AND DETACH PROXY CARD HERE AND RETURN IN ENCLOSED ENVELOPE#
