<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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: 856-969-7100
<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 statements of net assets available for benefits
and the related statements 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, 1999 and 1998, and the changes in its net
assets available for benefits for the year ended December 31, 1999 and for the
period from March 30, 1998 (inception) to December 31, 1998, in conformity with
accounting principles generally accepted in the United States. 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 audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States, 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 audits provide a reasonable basis for the opinion expressed
above.
/s/ PRICEWATERHOUSECOOPERS LLP
Philadelphia, Pennsylvania
June 27, 2000
<PAGE> 3
VLASIC FOODS INTERNATIONAL INC.
SAVINGS AND 401(k) PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
(IN THOUSANDS)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31,
1999 1998
------- -------
<S> <C> <C>
ASSETS:
Investment in Master Trust, at fair value $45,100 $48,417
------- -------
LIABILITIES:
Payable to other qualified plan $ 617 $ --
Excess contributions refundable to participants 77 --
------- -------
Total liabilities 694 --
------- -------
Net assets available for benefits $44,406 $48,417
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 4
VLASIC FOODS INTERNATIONAL INC.
SAVINGS AND 401(k) PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999 AND
THE PERIOD FROM MARCH 30, 1998 (INCEPTION) TO DECEMBER 31, 1998
(IN THOUSANDS)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED PERIOD ENDED
DECEMBER 31, DECEMBER 31,
1999 1998
------------ ------------
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Plan's share of investment income of Master Trust:
Net appreciation (depreciation) in fair value
of investments $ (7,591) $ (149)
Interest and dividends 2,257 1,280
-------- --------
(5,334) 1,131
-------- --------
Contributions:
Participants 3,521 2,245
Employer 870 544
-------- --------
4,391 2,789
-------- --------
Transfer from Campbell Soup Company Savings and 401(k)
Plan for Salaried Employees -- 45,988
Transfer from Vlasic Foods International Inc. Savings and
401(k) Plan for Hourly-Paid Employees 30 7
-------- --------
(913) 49,915
-------- --------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to participants 2,434 1,495
Transfer to other qualified plan 661 --
Loan administration fees 3 3
-------- --------
3,098 1,498
-------- --------
Net increase (decrease) (4,011) 48,417
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of period 48,417 --
-------- --------
End of period $ 44,406 $ 48,417
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 5
VLASIC FOODS INTERNATIONAL INC.
SAVINGS AND 401(k) PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
On March 30, 1998, Campbell Soup Company distributed one share of Vlasic
Foods International Inc. 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 United States and Canada, Vlasic retail and food
service pickles and condiments in the United States, Open Pit barbecue
sauce in the United States, Campbell's mushrooms in the United States,
Freshbake and non-branded frozen foods in the United Kingdom, SonA and
Rowats pickles and beans in the United Kingdom, 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 salaried 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.
During 1999, the Kattus gourmet foods distribution business in Germany and
the Swift Argentine beef business were sold. There was no impact to the net
assets available for benefits or the changes in net assets available for
benefits of the Plan as a result of these divestitures.
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 became 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 years 1999 and 1998 was
limited to $10,000. Participants may also contribute amounts representing
rollovers from other qualified plans.
4
<PAGE> 6
VLASIC FOODS INTERNATIONAL INC.
SAVINGS AND 401(k) PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
CONTRIBUTIONS (CONTINUED)
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.
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>
Years of service include periods of employment with Campbell Soup Company
for those participants who became Vlasic employees at the time of the
spin-off.
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employee
contributions in 1% increments in any of the following 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 primarily in
common stocks included in 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.
5
<PAGE> 7
VLASIC FOODS INTERNATIONAL INC.
SAVINGS AND 401(k) PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
INVESTMENT OPTIONS (CONTINUED)
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.
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 vested account
balance. 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 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 vested 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, 1999 and 1998, forfeited Vlasic matching contributions in
nonvested accounts totaled approximately $11,000 and $3,900, respectively.
These accounts are 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.
FINANCIAL STATEMENT PRESENTATION
The Plan adopted Statement of Position 99-3, "Accounting for and Reporting
of Certain Defined Contribution Benefit Plan Investments and Other
Disclosure Matters. " Accordingly, certain 1998 amounts have been
reclassified to conform to the current year presentation.
6
<PAGE> 8
VLASIC FOODS INTERNATIONAL INC.
SAVINGS AND 401(k) PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
MASTER TRUST PARTICIPATION
The Plan participates in the Vlasic Foods International Inc. Savings and
401(k) Plans Master Trust. The Master Trust combines, for administrative
purposes, the assets of the Plan and those of other defined contribution
plans of Vlasic within the United States. Each plan has a specific interest
in all assets, liabilities, net investment gains and losses, and
administrative expenses of the Master Trust. Fidelity Management Trust
Company is the trustee of the Master Trust.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's interest in the Master Trust is stated at fair value. For
purposes of determining the fair value of the underlying assets of the
Master Trust, shares of registered investment companies are valued at
quoted market prices, which represent the net asset value of shares held by
the Master Trust at year end. The collective trust fund (Managed Income
Portfolio) 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.
PLAN EXPENSES
Certain administrative expenses of the Plan are paid by Vlasic.
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.
3. LIABILITIES
Amounts payable to other qualified plans of approximately $617,000 at
December 31, 1999 represent account balances of individuals who were not
participants in this Plan but had been included at inception. Such balances
will be transferred to the appropriate qualified plan.
The Plan is subject to certain contribution limits for highly-compensated
participants as defined by the Internal Revenue Code. Calculations
performed subsequent to the Plan year-end indicated that excess
contributions refundable to participants amounted to approximately $77,000
as of December 31, 1999. There were no excess contributions refundable to
participants as of December 31, 1998.
4. TAX STATUS
The Internal Revenue Service has determined and informed Vlasic by letter
dated October 8, 1999, that the Plan is designed in accordance with
applicable requirements of the Internal Revenue Code. Accordingly, no
provision for income taxes is required in the accompanying financial
statements.
5. 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.
7
<PAGE> 9
VLASIC FOODS INTERNATIONAL INC.
SAVINGS AND 401(k) PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
6. 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. MASTER TRUST
The net assets available for benefits of the Master Trust at December 31,
1999 and 1998 were as follows (in thousands):
<TABLE>
<CAPTION>
(in thousands) DECEMBER 31,
1999 1998
------- -------
<S> <C> <C>
ASSETS:
Investments, at fair value $62,969 $69,463
------- -------
Net assets available for benefits $62,969 $69,463
======= =======
Plan's interest in Master Trust $45,100 $48,417
======= =======
</TABLE>
The Plan's interest in the net assets available for benefits of the Master Trust
is determined based upon the specific allocation of the assets in the Master
Trust identified by each participating plan.
8
<PAGE> 10
VLASIC FOODS INTERNATIONAL INC.
SAVINGS AND 401(k) PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
The following summarizes the changes in net assets available for benefits
for the year ended December 31, 1999 and the period from March 30, 1998
(inception) to December 31, 1998:
<TABLE>
<CAPTION>
(in thousands) CHANGES IN NET ASSETS
--------------
YEAR ENDED PERIOD ENDED
DECEMBER 31, DECEMBER 31,
1999 1998
------------ ------------
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net appreciation (depreciation) in fair value
of investments $(12,668) $ 47
Interest and dividends 3,078 1,755
-------- -------
(9,590) 1,802
-------- -------
Contributions:
Participants 5,845 4,124
Employer 1,906 1,239
-------- -------
7,751 5,363
-------- -------
Transfer from Campbell Soup Company Savings and 401(k)
Plans -- 66,743
-------- -------
(1,839) 73,908
-------- -------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to participants 4,590 4,430
Transfers to other qualified plans 44 --
Loan administration fees 21 15
-------- -------
4,655 4,445
-------- -------
Net increase (decrease) (6,494) 69,463
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of period 69,463 --
-------- -------
End of period $ 62,969 $69,463
======== =======
</TABLE>
The following represents investments that are 5 percent or more of the
Master Trust's net assets:
<TABLE>
<CAPTION>
DECEMBER 31,
(in thousands) 1999 1998
-------------- ------- -------
<S> <C> <C>
Vlasic Stock Fund $ 4,904 $ 7,725
Campbell Stock Fund 20,989 35,583
Fidelity Magellan Fund 10,382 7,054
Fidelity Equity Income Fund 6,044 5,521
Fidelity Growth Company Fund 7,922 3,858
Spartan U.S. Equity Index Fund 4,120 2,702(*)
</TABLE>
* was not greater than 5 percent of net assets.
9
<PAGE> 11
VLASIC FOODS INTERNATIONAL INC.
SAVINGS AND 401(k) PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
During the year ended December 31, 1999 and the period ended December 31,
1998, the Master Trust's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
(depreciated) in value as follows:
<TABLE>
<CAPTION>
YEAR ENDED PERIOD ENDED
DECEMBER 31, DECEMBER 31,
(in thousands) 1999 1998
------------ ------------
<S> <C> <C>
Common stock funds $(17,576) $(752)
Mutual funds 4,908 799
-------- -----
$(12,668) $ 47
======== =====
</TABLE>
8. SUBSEQUENT EVENT
On January 31, 2000, Vlasic sold its fresh mushroom business in the United
States, Vlasic Farms, Inc. There were approximately 120 Vlasic Farms,
Inc. employees participating in the Plan as of December 31, 1999. The
terminated employees participating in the Plan may retain their existing
account balance or rollover the funds to another qualified plan.
10
<PAGE> 12
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 28, 2000 By: /s/ Joseph Adler
--------------------------------
Joseph Adler
Plan Administrator
11
<PAGE> 13
INDEX TO EXHIBITS
EXHIBIT PAGE
------- ----
1. Consent of Independent Accountants 13
12
