<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[ ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM MARCH 30, 1998
TO DECEMBER 31, 1998
COMMISSION FILE NUMBER 1-13933
A. Full title of the Plan:
VLASIC FOODS INTERNATIONAL INC. SAVINGS AND 401(k) PLAN FOR SALARIED EMPLOYEES
B. Name of issuer of the securities held pursuant to the Plan and the address
of its principal executive office:
VLASIC FOODS INTERNATIONAL INC.
VLASIC PLAZA, SIX EXECUTIVE CAMPUS, CHERRY HILL, NEW JERSEY 08002-4112
TELEPHONE NUMBER: 609-969-7100
<PAGE> 2
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator and
Participants of Vlasic Foods International Inc.
Savings and 401(k) Plan for Salaried Employees
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Vlasic Foods International Inc. Savings and 401(k) Plan for Salaried
Employees (the "Plan") at December 31, 1998, and the changes in its net assets
available for benefits for the period from March 30, 1998 (inception) to
December 31, 1998, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by the
Plan's management, and evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for the opinion expressed
above.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statement of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for benefits of each fund. These supplemental
schedules and fund information are the responsibility of the Plan's management.
The supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ PRICEWATERHOUSECOOPERS LLP
Philadelphia, Pennsylvania
June 18, 1999
<PAGE> 3
VLASIC FOODS INTERNATIONAL
SAVINGS AND 401(k) PLAN FOR SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
Fund Information
---------------------------------------------------------------------
Fidelity Investments
-------------------------------------------------
Spartan
Retirement U.S.
Vlasic Campbell Managed Money Equity- Equity
Stock Stock Income Market Income Index
Fund Fund Portfolio Portfolio Fund Fund
------ -------- --------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Common stock funds $4,961 $23,840 $ - $ - $ - $ -
Mutual funds - - - 795 4,230 2,254
Collective trust fund - - 951 - - -
Loans to participants - - - - - -
------ ------- ---- ---- ------ ------
Total investments 4,961 23,840 951 795 4,230 2,254
------ ------- ---- ---- ------ ------
Net assets available for benefits $4,961 $23,840 $951 $795 $4,230 $2,254
====== ======= ==== ==== ====== ======
<CAPTION>
Fund Information
----------------------------------------------------------------
Fidelity Investments
------------------------------------------------
International
Growth Growth & Asset Participant
Magellan Company Income Manager Loan
Fund Fund Fund Fund Fund Total
-------- ------- ------------- ------- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Common stock funds $ - $ - $ - $ - $ - $28,801
Mutual funds 5,434 3,173 770 1,283 - 17,939
Collective trust fund - - - - - 951
Loans to participants - - - - 726 726
------ ------ ---- ------ ---- -------
Total investments 5,434 3,173 770 1,283 726 48,417
------ ------ ---- ------ ---- -------
Net assets available for benefits $5,434 $3,173 $770 $1,283 $726 $48,417
====== ====== ==== ====== ==== =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 4
VLASIC FOODS INTERNATIONAL
SAVINGS AND 401(k) PLAN FOR SALARIED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
FOR THE PERIOD FROM MARCH 30, 1998 (INCEPTION) TO DECEMBER 31, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
FUND INFORMATION
--------------------------------------------------------------------------------------------
FIDELITY INVESTMENTS
-----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Spartan
Retirement U.S
Vlasic Campbell Managed Money Equity- Equity
Stock Stock Income Market Income Index
Fund Fund Portfolio Portfolio Fund Fund
---------- ---------- ---------- ---------- ---------- ----------
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income:
Net appreciation/(depreciation)
in fair value of investments $ 431 $ (1,213) $ - $ - $ (110) $ 199
Interest and dividends - 322 41 30 172 28
---------- ---------- ---------- ---------- ---------- ----------
431 (891) 41 30 62 227
---------- ---------- ---------- ---------- ---------- ----------
Contributions:
Participants 898 - 42 30 390 165
Employer 277 - 10 7 59 26
---------- ---------- ---------- ---------- ---------- ----------
1,175 - 52 37 449 191
---------- ---------- ---------- ---------- ---------- ----------
Loan repayments 139 - 2 3 14 14
Transfer from Campbell Soup
Company Savings and 401(k) Plan
for Salaried Employees 1,290 28,509 768 815 3,916 1,193
Transfer from Vlasic Foods
International Inc. Savings and
401(k) Plan for Hourly-Paid
Employees - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Total additions 3,035 27,618 863 885 4,441 1,625
---------- ---------- ---------- ---------- ---------- ----------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Distributions to participants (72) (850) (1) (52) (134) (28)
Loans to participants (16) (107) (4) (3) (72) (7)
Loan administrative fees (1) - - - (1) -
---------- ---------- ---------- ---------- ---------- ----------
Total deductions (89) (957) (5) (55) (207) (35)
---------- ---------- ---------- ---------- ---------- ----------
Net increase prior to interfund
transfers 2,946 26,661 858 830 4,234 1,590
Interfund transfers 2,015 (2,821) 93 (35) (4) 664
---------- ---------- ---------- ---------- ---------- ----------
Net increase 4,961 23,840 951 795 4,230 2,254
Net assets available for benefits:
Beginning of period - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
End of period $ 4,961 $ 23,840 $ 951 $ 795 $ 4,230 $ 2,254
========== ========== ========== ========== =========== ==========
</TABLE>
<TABLE>
<CAPTION>
FUND INFORMATION
-------------------------------------------------------------------------------------------
FIDELITY INVESTMENTS
-----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
International
Growth Growth & Asset Participant
Magellan Company Income Manager Loan
Fund Fund Portfolio Fund Fund Total
---------- ---------- ---------- ---------- ---------- ----------
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income:
Net appreciation (depreciation)
in fair value of Investments $ 539 $ 171 $ (38) $ (128) $ - $ (149)
Interest and dividends 247 199 27 214 - 1,280
---------- ---------- ---------- ---------- ---------- ----------
786 370 (11) 86 - 1,131
---------- ---------- ---------- ---------- ---------- ----------
Contributions:
Participants 341 227 78 74 - 2,245
Employer 81 50 17 17 - 544
---------- ---------- ---------- ---------- ---------- ----------
422 277 95 91 - 2,789
---------- ---------- ---------- ---------- ---------- ----------
Loan repayments 30 6 6 4 (218) -
Transfer from Campbell Soup
Company Savings and 401(k) Plan
for Salaried Employees 4,332 2,620 752 1,099 694 45,988
Transfer from Vlasic Foods
International Inc. Savings and
401(k) Plan for Hourly-Paid
Employees - - - - 7 7
---------- ---------- ---------- ---------- ---------- ----------
Total additions 5,570 3,273 842 1,280 483 49,915
---------- ---------- ---------- ---------- ---------- ----------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Distributions to participants (225) (71) (8) (50) (4) (1,495)
Loans to participants (26) (5) (5) (2) 247 -
Loan administrative fees (1) - - - - (3)
---------- ---------- ---------- ---------- ---------- ----------
Total deductions (252) (76) (13) (52) 243 (1,498)
---------- ---------- ---------- ---------- ---------- ----------
Net increase prior to interfund
transfers 5,318 3,197 829 1,228 726 48,417
Interfund transfers 116 (24) (59) 55 - -
---------- ---------- ---------- ---------- ---------- ----------
Net increase 5,434 3,173 770 1,283 726 48,417
Net assets available for benefits:
Beginning of period - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
End of period $ 5,434 $ 3,173 $ 770 $ 1,283 $ 726 $ 48,417
========== ========== ========== ========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 5
VLASIC FOODS INTERNATIONAL
SAVINGS AND 401(k) PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
On March 30, 1998, Campbell distributed one share of Vlasic common stock to
shareowners of Campbell for every ten shares of Campbell capital stock held
at the record date in a tax-free distribution (the "spin-off"). At the time
of the spin-off, Vlasic began operations as a separate independent
publicly-owned company. In connection with the spin-off, Campbell
contributed the following businesses: Swanson frozen foods in the U.S. and
Canada, Vlasic pickles, Open Pit barbecue sauce, Campbell's mushrooms in
the U.S., Freshbake and non-branded frozen foods and SonA and Rowats
pickles and beans in the U.K., Swift and non-branded processed beef in
Argentina and Kattus gourmet foods distribution in Germany. In connection
with the spin-off, an independent savings and retirement plan was created
for employees named the Vlasic Foods International Inc. Savings and 401(k)
Plan for Salaried Employees (the "Plan"). The Plan was intended to replace
the benefits provided under the Campbell Soup Company Savings and 401(k)
Plan for Salaried Employees (the "Campbell Plan") for those participants
who became Vlasic employees at the time of the spin-off. The Plan was
effective as of the spin-off date, March 30, 1998.
On April 9, 1998, plan assets of approximately $45,988,000, representing
participant account balances, were transferred from the Campbell Plan. As a
result of the spin-off, units in the Campbell Stock Fund held in
participants' accounts in the Campbell Plan were converted into both units
in the Campbell Stock Fund and units in the Vlasic Stock Fund and
transferred to the Plan. Participants may elect to continue holding units
in the Campbell Stock Fund and units in the Vlasic Stock Fund in their
accounts, or participants may elect to liquidate all or a portion of the
units and reinvest the proceeds in any other investment fund. However, no
future contributions or investment transfers may be made to the Campbell
Stock Fund. Dividends paid on Campbell stock will be reinvested in the
Vlasic Stock Fund.
GENERAL
The Plan is a defined contribution plan covering salaried employees at
substantially all of Vlasic's domestic locations. It is subject to the
Employee Retirement Income Security Act of 1974 ("ERISA"). The following
description of the Plan provides only general information. Participants
should refer to the Plan Document and Summary Plan Document for a more
complete description of the Plan's provisions and definition of terms.
ELIGIBILITY
Any employee who was a participant in the Campbell Plan at the spin-off
date shall be a participant in the Plan. Employees hired after the spin-off
who are scheduled to work not less than 1,000 hours in any given year are
eligible to participate in the Plan upon their hire date.
CONTRIBUTIONS
Participants authorize payroll deductions, which are contributed to the
Plan and credited to their individual accounts. Contributions are limited
to a before-tax maximum of 10% or a post-tax maximum of 10%, or a combined
maximum of 15% of a participant's compensation, in multiples of 1%.
However, in accordance with the Internal Revenue Code, the amount of a
participant's before-tax contribution for calendar year 1998 was limited to
$10,000. Participants may also contribute amounts representing rollovers
from other qualified plans.
Vlasic makes matching contributions in the amount of 50% of all participant
contributions up to 5% of the participant's compensation beginning after
one full year of service. Vlasic matching contributions are invested in the
same funds as the participant's contributions. Vlasic, at its discretion,
may also make additional contributions.
-4-
<PAGE> 6
1. DESCRIPTION OF THE PLAN (CONTINUED)
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions
and allocations of Vlasic's matching contributions and Plan earnings.
Allocations are based on account balances. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
VESTING
Participants are immediately and fully vested in their contributions plus
actual earnings on their contributions. Vesting in the Vlasic matching
contribution portion of their accounts plus actual earnings on Vlasic's
matching contribution is based on the following:
<TABLE>
<CAPTION>
COMPLETED
YEARS OF SERVICE VESTING
<S> <C>
One year 20%
Two years 40%
Three years 60%
Four years 80%
Five years or more 100%
</TABLE>
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employee
contributions in 1% increments in any of the following ten investment
options.
Vlasic Stock Fund. Funds are invested in Vlasic Foods International Inc.
common stock, with a small portion invested in short-term money market
instruments for liquidity.
Managed Income Portfolio. Funds are invested in an open-end commingled pool
managed by Fidelity Investments which invests in short- and long-term
investment contracts issued by insurance companies, banks, and other
financial institutions.
Retirement Money Market Portfolio. Funds are invested in shares of a
registered investment company managed by Fidelity that invests in high
quality, U.S. dollar denominated money market instruments of domestic and
foreign issuers.
Equity Income Fund. Funds are invested in shares of a registered investment
company managed by Fidelity that invests mainly in dividend-paying common
and preferred stocks.
Spartan U.S. Equity Index Fund. Funds are invested in shares of a
registered investment company managed by Fidelity that invests in shares of
the Standard & Poor's 500 stock index.
Magellan Fund. Funds are invested in shares of a registered investment
company managed by Fidelity that invests in common stocks of large
corporations as well as lesser known companies.
Growth Company Fund. Funds are invested in shares of a registered
investment company managed by Fidelity that invests in common stocks with
emerging or established growth potential.
International Growth & Income Fund. Funds are invested in shares of a
registered investment company managed by Fidelity that invests primarily in
foreign securities.
Asset Manager Fund. Funds are invested in shares of a registered investment
company managed by Fidelity that invests in equities, bonds and money
market instruments in both the domestic and foreign markets.
-5-
<PAGE> 7
1. DESCRIPTION OF THE PLAN (CONTINUED)
INVESTMENT OPTIONS (CONTINUED)
In addition to the above investment options, the Plan also permits funds to
remain invested in the Campbell Stock Fund. These funds are invested in
Campbell Soup Company common stock, with a small portion invested in
short-term money market instruments for liquidity.
PARTICIPANT LOANS
Participants may borrow from their accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50% of their account balance.
Loan transactions are treated as transfers between the investment fund and
the Participant Loan Fund. Loan terms range from 1 to 4.5 years. Loans are
secured by the balance in a participant's account and bear interest at two
points above the prime rate in effect on the first business day of the
calendar quarter in which the loan was originated. Principal and interest
are paid ratably through payroll deductions.
PAYMENT OF BENEFITS
Participants with five continuous years of participation in the Plan may
withdraw, once in a calendar year, all or a portion of their account
balance, except the portion attributable to their before-tax vested account
balance. Participants age 59-1/2 or older may withdraw all or a portion of
their vested account balance. Participants under age 59-1/2 may withdraw
from their before-tax account balance without penalty only if immediate and
heavy financial hardship is demonstrated.
Upon termination of employment, participants under age 55 will receive a
lump sum amount equal to the vested value of their account. Participants
have the option to leave their account in the Plan if the balance is
greater than $5,000. Participants age 55 or older may receive distributions
in the form of a lump sum or in periodic installments.
FORFEITED ACCOUNTS
At December 31, 1998, forfeited Vlasic matching contributions in nonvested
accounts totaled approximately $3,900. These accounts will be used to
reduce future Vlasic matching contributions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements have been prepared on the accrual basis of
accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices, which represent
the net asset value of shares held by the Plan at year end. The collective
trust fund is valued at cost, which approximates fair value. The fair value
of the Vlasic Stock Fund and the Campbell Stock Fund approximates the
market value. Participant loans are valued at cost, which approximates fair
value.
Purchases and sales of investments are recorded on a trade date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
USE OF ESTIMATES
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts in the financial statements
and accompanying notes. Actual results could differ from those estimates.
-6-
<PAGE> 8
3. TAX STATUS
Vlasic applied for a determination letter on April 15, 1999. The Internal
Revenue Service is currently reviewing the Plan and its qualifications
under the Internal Revenue Code. The Plan Administrator believes that the
Plan is designed and operated in accordance with applicable requirements of
the Internal Revenue Code. Accordingly, no provision for income taxes is
required.
4. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds and a collective trust
fund managed by Fidelity. Fidelity is the trustee as defined by the Plan
and therefore, these transactions qualify as party-in-interest transactions
which are exempt from the prohibited transaction rules of ERISA.
5. PLAN TERMINATION
Although Vlasic has not expressed any intent to do so, Vlasic has the right
under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts.
-7-
<PAGE> 9
VLASIC FOODS INTERNATIONAL
SAVINGS AND 401(k) PLAN FOR SALARIED EMPLOYEES
ITEM 27a FORM 5500
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST CURRENT VALUE
<S> <C> <C> <C>
* Vlasic Foods International Inc. Common Stock Fund $ 3,848 $ 4,961
* Campbell Soup Company Common Stock Fund 10,624 23,840
* Fidelity Investments Managed Income Portfolio 951 951
* Fidelity Investments Retirement Money Market Portfolio 795 795
* Fidelity Investments Equity-Income Fund 4,331 4,230
* Fidelity Investments Spartan U.S. Equity Index Fund 2,045 2,254
* Fidelity Investments Magellan Fund 4,887 5,434
* Fidelity Investments Growth Company Fund 3,006 3,173
* Fidelity Investments International Growth & Income Fund 804 770
* Fidelity Investments Asset Manager Fund 1,401 1,283
Vlasic Foods International Inc.
Savings and 401(k) Plan
for Salaried Employees Participant loans, 10.12% to 10.50% - 726
</TABLE>
* Party-in-interest
-8-
<PAGE> 10
VLASIC FOODS INTERNATIONAL
SAVINGS AND 401(k) PLAN FOR SALARIED EMPLOYEES
ITEM 27d FORM 5500
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE PERIOD FROM MARCH 30, 1998 (INCEPTION) TO DECEMBER 31, 1998
(IN THOUSANDS)
(SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE CURRENT VALUE OF THE PLAN'S
ASSETS AS OF MARCH 30, 1998 AS DEFINED IN SECTION 2520.103-6 OF THE DEPARTMENT
OF LABOR RULES AND REGULATIONS FOR REPORTING AND DISCLOSURE UNDER ERISA.)
<TABLE>
<CAPTION>
CURRENT
VALUE OF
ASSET ON
IDENTITY OF TRANSACTION PURCHASE SELLING C0ST OF TRANSACTION NET GAIN
PARTY INVOLVED DESCRIPTION OF ASSET TYPE PRICE PRICE ASSETS SOLD DATE OR (LOSS)
<S> <C> <C> <C> <C> <C> <C> <C>
Vlasic Foods Common Stock Fund Purchases $3,470 $ - $ - $3,470 $ -
International Inc. Sales - 229 192 229 37
Campbell Soup Common Stock Fund Purchases - - - - -
Company Sales - 3,456 1,753 3,456 1,703
Fidelity Investments Magellan Fund Purchases 998 - - 998 -
Sales - 435 443 435 (8)
Fidelity Investments Equity-Income Fund Purchases 700 - - 700 -
Sales - 277 285 277 (8)
Fidelity Investments Growth Company Fund Purchases 649 - - 649 -
Sales - 267 262 267 5
Fidelity Investments International Growth & Purchases 162 - - 162 -
Income Fund Sales - 106 110 106 (4)
Fidelity Investments Asset Manager Fund Purchases 580 - - 580 --
Sales - 269 278 269 (9)
Fidelity Investments Retirement Money Purchases 206 - - 206 -
Market Portfolio Sales - 226 226 226 -
Fidelity Investments Managed Income Portfolio Purchases 1,050 - - 1,050 -
Sales - 867 867 867 -
Fidelity Investments Spartan U.S. Equity Purchases 1,030 - - 1,030 -
Index Fund Sales - 168 178 168 (10)
</TABLE>
-9-
<PAGE> 11
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan's Administrator has duly caused this annual report to be signed
on its behalf by the undersigned, hereunto duly authorized.
VLASIC FOODS INTERNATIONAL INC.
SAVINGS AND 401(k) PLAN FOR
SALARIED EMPLOYEES
Date: June 29, 1999 By: /s/ Joseph Adler
----------------------------------------------
Joseph Adler
Plan Administrator
-10-
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
------- ----
<S> <C>
1. Consent of Independent Accountants 12
</TABLE>
-11-
<PAGE> 1
Exhibit 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-48343) of Vlasic Foods International Inc. of our
report dated June 18, 1999 appearing on page 2 of this Form 11-K.
/s/ PRICEWATERHOUSECOOPERS LLP
Philadelphia, PA
June 28, 1999
