<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 [ ]
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
--------------------------------------------------------------------------------
(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):
[ ] 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:
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(4) Date filed:
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<PAGE> 2
[VLASIC LOGO]
Vlasic Plaza
6 Executive Campus
Cherry Hill, New Jersey 08002-4112
October 20, 2000
NOTICE OF ANNUAL MEETING OF SHAREOWNERS
TUESDAY, DECEMBER 5, 2000
Dear Fellow Shareowner:
You are cordially invited to attend Vlasic Foods International's 2000 Annual
Meeting of Shareowners to be held at the Hotel du Pont, Wilmington, Delaware, on
Tuesday, December 5, 2000, 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 6, 2000,
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. You may also vote by telephone or over the Internet. If you attend the
meeting and prefer to vote in person, you may do so.
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 printed on the
back cover of this proxy statement.
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................................. 3
Board Meetings and Committees.......................... 5
Compensation of Directors.............................. 6
Ownership of Vlasic Common Stock............................ 7
Ownership by Directors and Executive Officers.......... 7
Ownership by Others.................................... 7
Principal Shareowners.................................. 8
Directors and Executive Officers Stock Ownership
Reports.............................................. 9
Compensation of Executive Officers.......................... 9
Report of the Compensation and Organization
Committee............................................ 9
Summary of Executive Compensation...................... 11
Summary Compensation Table............................. 11
Option Grants in Last Fiscal Year...................... 12
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values........................ 12
Related Party Transactions............................. 13
Stock Price Performance Graph.......................... 14
Pension Plans.......................................... 15
Termination Agreements................................. 15
Ratification of Independent Accountants (Proxy Item No.
2)........................................................ 16
Submission of Shareowner proposals.......................... 17
Other Matters............................................... 17
</TABLE>
<PAGE> 4
PROXY STATEMENT FOR THE VLASIC FOODS INTERNATIONAL INC.
2000 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 2000 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, 2000
to all shareowners of record at the close of business on October 6, 2000. On
this record date, there were 45,418,203 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 mailing the enclosed proxy card.
This year, shareowners who own shares directly in their own name may vote their
shares by telephone or via the Internet. When a proxy is returned properly by
one of these methods, 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 and the
Vlasic Foods International Savings and 401(k) Plan for Hourly-Paid Employees
(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.
Direct shareowners of record and participants in savings plans may cast their
vote by:
1) signing, dating and mailing the proxy card in the enclosed postage paid
envelope;
2) using the toll-free phone number listed on the proxy solicitation/voting
instruction card; or
3) using the Internet and voting at the web site listed on the proxy card.
The telephone and Internet voting procedures are designed to authenticate votes
cast by use of a voter control number. The procedure allows shareowners to
appoint a proxy and the savings plan participants to instruct a plan fiduciary
to vote their shares and to confirm their instructions have been properly
recorded. Specific instructions to be followed are set forth on the enclosed
proxy solicitation/voting instruction card.
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
1
<PAGE> 5
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 that 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 6, 2000, 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 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, a division of EquiServe, 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 the back
cover 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 the 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.
2
<PAGE> 6
STRUCTURE OF THE BOARD
The following table sets forth information concerning the nominees as of October
6, 2000:
<TABLE>
<S> <C>
ROBERT F. BERNSTOCK PRINCIPAL OCCUPATION: PRESIDENT AND CHIEF EXECUTIVE OFFICER,
VLASIC FOODS INTERNATIONAL INC.
[ROBERT F. BERNSTOCK FIRST BECAME DIRECTOR: 1998
PHOTO] AGE: 49
Mr. Bernstock has been President and Chief Executive Officer
of Vlasic since March 1998. Mr. Bernstock served as
Executive Vice President of Campbell Soup Company and
President of its Specialty Foods Division since July 1997.
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 the National Food Processors Association, the
Rowan University College of Business Administration, the
Philadelphia Tennis Patrons and Grocery Manufacturers of
America. He is also a former Director of First Brands
Corporation, Trustee Emeritus for the Campbell Soup
Foundation, Conference Board of Canada and Canada's National
Institute of Nutrition.
ROBERT T. BLAKELY PRINCIPAL OCCUPATION: EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER, LYONDELL CHEMICAL COMPANY
[ROBERT T. BLAKELY FIRST BECAME DIRECTOR: 1998
PHOTO] AGE: 58
Mr. Blakely has been Executive Vice President and Chief
Financial Officer of Lyondell Chemical Company since
November 1999. Previously, he was Executive Vice President
and Chief Financial Officer of Tenneco Inc., a position he
held from 1981 to October 1999. He is a member of the Board
of Directors of Solutia Inc. and serves as a member of the
Advisory Council to the Financial Accounting Standards
Board, the Conference Board Council of Financial Executives
and as a Trustee of Cornell University.
MORRIS A. COHEN PRINCIPAL OCCUPATION: MATSUSHITA PROFESSOR, THE WHARTON
SCHOOL OF THE UNIVERSITY OF PENNSYLVANIA
[MORRIS A. COHEN FIRST BECAME DIRECTOR: 1998
PHOTO] AGE: 52
Mr. Cohen is the Matsushita Professor of Manufacturing and
Logistics at the Wharton School of the University of
Pennsylvania, where he also holds a secondary appointment in
the Department of Systems Engineering of the School of
Engineering and Applied Science. 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 the Journal of Production and Operations Management
and the Journal of Manufacturing and Service Operations
Management. He has also done consulting work at Applied
Materials, Saturn Corp., Intel, IBM, Merck, MBNA Bank,
TIP/GE Capital, Defense Logistics Agency, Campbell Soup
Company, the U.S. Navy and Teradyne. He is also Chief
Executive Officer of MCA Solutions LLC, a supply chain
software company.
</TABLE>
3
<PAGE> 7
<TABLE>
<S> <C>
TRISTRAM C. COLKET, PRINCIPAL OCCUPATION: PRIVATE INVESTOR, TEKLOC ENTERPRISES
JR. FIRST BECAME DIRECTOR: 1999
[TRISTRAM C. COLKET, AGE: 62
JR. PHOTO]
Mr. Colket has been a private investor since 1967. He
served as Chairman of Cressona Aluminum Company from 1979
to 1996. He is a Director of the following non-profit
organizations: Atlantic Salmon Federation, Children's
Hospital of Philadelphia, Children's Hospital Foundation
and the Quebec-Labrador Foundation. He is a Trustee of
the Colket Foundation.
LAWRENCE C. KARLSON PRINCIPAL OCCUPATION: CHAIRMAN, AMERISOURCE HEALTH CORPORATION
AND MIKRON INSTRUMENTS, INC. FIRST BECAME DIRECTOR: 1998
[LAWRENCE C. KARLSON AGE 57
PHOTO]
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, Mikron Instruments, Inc., Interlogix, Inc.
and Spectra-Physics Lasers Inc.
DONALD J. KELLER PRINCIPAL OCCUPATION: CHAIRMAN, VLASIC FOODS INTERNATIONAL INC.
FIRST BECAME DIRECTOR: 1998
[DONALD J. KELLER AGE: 68
PHOTO]
Mr. Keller is Chairman of Vlasic Foods International Inc.
He served as Chairman of 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
was an Executive Vice President and Director. Mr. Keller
is a Director of Dan River Inc.
SHAUN F. O'MALLEY PRINCIPAL OCCUPATION: CHAIRMAN EMERITUS, PRICE WATERHOUSE LLP
FIRST BECAME DIRECTOR: 1998
[SHAUN F. O'MALLEY AGE: 65
PHOTO]
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, the
Curtis Institute of Music and Chestnut Hill College.
</TABLE>
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THESE NOMINEES
4
<PAGE> 8
BOARD MEETINGS AND COMMITTEES
Our Board of Directors met twelve times in fiscal 2000. 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 six times in fiscal
2000. 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 auditor 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. Colket; Mr. Keller
The Compensation and Organization Committee composed of non-employee Directors,
met five times in fiscal 2000. The mission of the Compensation and Organization
Committee is to provide an independent review of Vlasic's organization, its
performance objectives and management's compensation. The Chairman of the
Committee and the Chairman of the Board share responsibility for the Chief
Executive Officer evaluation process.
Governance Committee
Members: Mr. Keller, Chair; Mr. Blakely; Mr. O'Malley
The Governance Committee is composed of non-employee Directors. 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
did not hold any meetings during fiscal 2000.
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.
5
<PAGE> 9
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* $45,000
----------------------------------------------------------------------------------
Board Attendance Fee**
(per meeting) $ 3,000
----------------------------------------------------------------------------------
Committee Attendance Fee**
(per meeting) $ 1,500
----------------------------------------------------------------------------------
Committee Chair
(per meeting) $ 500
----------------------------------------------------------------------------------
Other Meetings Requiring Attendance**
(per meeting) $ 1,500
----------------------------------------------------------------------------------
</TABLE>
* Non-employee Directors are granted stock options that have a Black-Scholes
value of approximately $45,000 ($150,000 for the Chairman) with the exercise
price based on the fair market value of Vlasic common stock on the date of
grant. These options 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. Because of a change in grant date
timing, no options were issued to non-employee Directors during fiscal 2000.
** $500 per conference call meeting attended.
Mr. Keller receives an annual retainer of $100,000 in exchange for his services
as Chairman of the Board of Directors.
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.
6
<PAGE> 10
OWNERSHIP OF VLASIC COMMON STOCK
OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information regarding beneficial ownership as of
October 6, 2000, 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 VLASIC SHARES AND
SHARES BENEFICIALLY STOCK DEFERRED
NAME OWNED(a) DEFERRED STOCK
<S> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------
Robert F. Bernstock.................................... 692,133 210,688 902,821
---------------------------------------------------------------------------------------------------------------------
Robert T. Blakely...................................... 5,232 2,371 7,603
---------------------------------------------------------------------------------------------------------------------
Morris A. Cohen........................................ 3,867 8,634 12,501
---------------------------------------------------------------------------------------------------------------------
Tristram C. Colket, Jr.(b)............................. 1,271,388 9,911 1,281,299
---------------------------------------------------------------------------------------------------------------------
Lawrence C. Karlson.................................... 22,122 14,134 36,256
---------------------------------------------------------------------------------------------------------------------
Donald J. Keller....................................... 46,241 46,241
---------------------------------------------------------------------------------------------------------------------
Shaun F. O'Malley...................................... 5,132 9,740 14,872
---------------------------------------------------------------------------------------------------------------------
Norma B. Carter........................................ 97,448 22,086 119,534
---------------------------------------------------------------------------------------------------------------------
Mark I. McCallum....................................... 51,258 51,258
---------------------------------------------------------------------------------------------------------------------
Joseph Adler........................................... 88,108 5,143 93,251
---------------------------------------------------------------------------------------------------------------------
Mitchell P. Goldstein(c)............................... 7,652 12,209 19,861
---------------------------------------------------------------------------------------------------------------------
All Directors and Executive Officers (5) as a group.... 2,290,581 294,916 2,585,497
---------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) The shares shown include 771,445 shares of common stock with respect to
which Executive Officers have a right, as of December 5, 2000, to acquire
beneficial ownership because of vested stock options. All persons listed own
less than 1.0% of Vlasic's outstanding share of common stock except: Mr.
Colket who owns 2.8% of the outstanding shares of common stock and Mr.
Bernstock who beneficially owns 1.5%. All Directors and Executive Officers
(5 persons) as a group own 5.0% of outstanding shares. This includes shares
owned directly or indirectly.
(b) The shares shown for Mr. Colket include 160 shares owned by his wife, 15,200
shares owned as trustee for a charitable trust and 124,888 shares owned by
his wife as trustee for a trust for their children.
(c) Mitchell P. Goldstein resigned as Vice President and Chief Financial
Officer, effective January 2000.
OWNERSHIP BY OTHERS
At the close of business on October 6, 2000, the record date for the meeting,
there were outstanding and entitled to vote 45,418,203 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.
7
<PAGE> 11
PRINCIPAL SHAREOWNERS
Information concerning the owners of more than 5% of the outstanding Vlasic
common stock as of October 6, 2000, the record date for the meeting follows:
<TABLE>
<CAPTION>
AMOUNT/NATURE OF PERCENT OF
BENEFICIAL OUTSTANDING
NAME/ADDRESS OWNERSHIP STOCK
------------ -------------------- -----------
<S> <C> <C>
Bennett Dorrance 5,234,967(1) 11.5 %
DMB Associates,
7600 E. Doubletree Ranch Road
Suite 300
Scottsdale, AZ 85258
Mary Alice Malone 5,411,842(2) 11.9 %
Iron Spring Farm, Inc.
R.D. #3,
Coatesville, PA 19320
Dorrance H. Hamilton, Charles H. Mott and 6,019,890(4) 13.3 %
John A. van Beuren Voting Trustees under the Major
Stockholders' Voting Trust dated as of June 2, 1990, and
amended March 2, 2000 ("Voting Trust") and related
persons,
P. O. Box 4098
Middletown, RI 02842
Note (3)
</TABLE>
(1) Bennett Dorrance is a grandson of Dr. John T. Dorrance and the brother of
Mary Alice Malone. Share 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.
(2) Mary Alice Malone is a granddaughter of Dr. John T. Dorrance. Share
ownership shown includes 2,228,387 shares held as trustee of her Grantor
Retained Annuity Trusts established in 1999 and 2000. Share ownership shown
does not include 10,232 shares held by a trust under the will of her father,
John T. Dorrance, Jr. for the benefit of her children, of which she is one
of four trustees and as to which shares she disclaims beneficial ownership.
Does not include 2,910 shares held by her cousins as trustees of a trust for
her children, as to which shares she disclaims beneficial ownership.
(3) 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 was formed on June 2, 1990
and continues until June 1, 2003, unless it is sooner terminated or
extended.
(4) Includes 5,904,290 shares (13.0% of the outstanding shares) held by the
Voting Trustees with sole voting power and 115,600 shares held by
participants outside the Voting Trust or by persons related to them, for a
total of 6,019,890 shares (13.3% of the outstanding shares). Includes (i)
2,832,835 shares (6.2% of the outstanding shares) with shared dispositive
power held by three trusts of which Mrs. Hamilton is a trustee, 200 Eagle
Road, Suite 316, Wayne, PA 19087; and (ii) 2,728,234 shares (6.0% of the
outstanding shares) held by Hope H. van Beuren and her husband John A. van
Beuren, P. O. Box 4098, Middletown, RI 02842 with
8
<PAGE> 12
shared dispositive power held by a family partnership. 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, Form 13D and Form 13G 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 July 30, 2000, 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.
Policies and Objectives
Vlasic's executive compensation is designed to provide compensation competitive
with other similar companies; to align executive compensation with shareowners'
interests; and to attract, retain and motivate talented executives who will
guide us through our business challenges. The key components of Vlasic's
executive compensation program are: (a) base salary - targeted at competitive
levels for comparable size firms within the food industry, (b) annual
bonus - based on attainment of specific financial objectives for the total
corporation and (c) long-term incentive - based on a combination of company-wide
performance and individual performance. The executive compensation program
maintains an "at risk" focus, with the percentage of the total compensation from
short and long term incentives for executives increasing with their level of
responsibility within the organization.
Annual Incentive Plan
The annual incentive plan for eligible management level employees provides for
bonuses to be determined shortly after the end of the fiscal year. For fiscal
2000, annual bonus awards depended principally upon achieving corporate earnings
per share ("EPS") targets set prior to the beginning of the year. EPS attainment
was measured quarterly on a cumulative basis. Fiscal 2000 EPS objectives were
met for the first quarter resulting in a payment of 6.25% of the annual target
for the first quarter only. Because EPS objectives were not met for the
remaining quarters, no additional payments were made.
The Committee 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. All options have a ten-year term and an
exercise price equal to or greater than the fair market value of a share of
Company common stock on the grant date. During fiscal 2000, options were granted
to all eligible management level employees in September 1999.
9
<PAGE> 13
In order to compensate for long-term incentive awards forfeited when leaving
Campbell Soup Company after the spin-off, the options granted in April 1998 to
the top 15 key executives were triple the size of a target grant (the "Triple
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. All
options except for the Triple Grant vest approximately in thirds on each of the
first three anniversaries of the stock option grant date.
"Focus on Business" Bonus
In addition to the Annual Incentive Plan and the Long-Term Incentive Plan, the
Board of Directors has the discretion to approve periodic special cash bonuses
to employees in an effort to maintain employee focus while the Company undergoes
its strategic review process begun in February 2000. The special cash bonus
awards are payable to employees who continue employment with the Company until
predetermined specified dates or until certain criteria are met.
At the end of fiscal 2000, one such special cash bonus was granted to
approximately 290 employees, including Executive Officers, who were in active
employment status as of July 30, 2000.
Compensation and Evaluation of Chief Executive Officer
The determination of the Chief Executive Officer's salary, bonus and annual
grant of stock options followed all of the policies set forth above for all
other executives.
Robert F. Bernstock served as President and Chief Executive Officer of Vlasic
during fiscal 2000. His annual salary was set at $615,500 in October 1999, after
consideration of independent survey data.
The Chairman of the Board and the Chairman of the Committee share responsibility
for the evaluation of Mr. Bernstock. The process is started by having Mr.
Bernstock prepare a self evaluation summarizing his accomplishments relative to
each of his accountabilities including financial results; strategic planning;
organizational planning; communications/external relations; relations with the
Board of Directors; and leadership/human resources. The Chairman of the Board
and the Chairman of the Committee review Mr. Bernstock's self evaluation,
prepare a final evaluation and present it to the Committee. The Committee
recommends the CEO compensation action to the Board. Without the CEO present,
the Board reviews and acts upon the written evaluation and the Committee's
recommendation for the CEO compensation.
The Chairman of the Board then meets with Mr. Bernstock to discuss the
evaluation and the compensation action.
Policy on Deductibility of Compensation
Section 162(m) of the Internal Revenue Code generally disallows a deduction for
annual compensation to a public company's chief executive officer or any of the
four other most highly compensated officers in excess of $1,000,000, unless such
compensation is "performance-based," as defined under Section 162(m). The Annual
Incentive and Long-Term Incentive Plans are designed so that amounts received
pursuant to such plans satisfy the requirements for "performance-based"
compensation under Section 162(m).
Vlasic's policy is generally to preserve the federal income tax deductibility of
compensation paid. However, notwithstanding Vlasic's general policy, the
Committee and Board may authorize payments that may not be deductible if they
believe that such payments are in the best interests of Vlasic and its
shareowners.
COMPENSATION AND ORGANIZATION COMMITTEE
Shaun F. O'Malley, Chairman
Tristram C. Colket, Jr.
Donald J. Keller
COMPENSATION AND ORGANIZATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
None.
10
<PAGE> 14
SUMMARY OF EXECUTIVE COMPENSATION
The following table sets forth the compensation received by Vlasic's President
and Chief Executive Officer and the four other most highly compensated Executive
Officers for fiscal 1998, 1999 and 2000. Amounts shown include compensation paid
or awarded to the named Executive Officers for periods prior to the spin-off.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM AWARDS
----------------------------------- --------------------------------
RESTRICTED SECURITIES
STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL FISCAL AWARDS OPTIONS COMPENSATION
POSITION YEAR BASE SALARY BONUS (1) (#)(2) ($)(3)
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert F. Bernstock 2000 $610,349 $ 31,250 $ 0 65,000 $16,040
President and 1999 $570,437 $ 0 $ 0 0 $14,261
Chief Executive Officer 1998 $446,667 $347,489 $ 0 450,000 $23,825
-------------------------------------------------------------------------------------------------------------------------------
Norma B. Carter
Vice President, 2000 $206,400 $ 38,125 $ 0 25,350 $ 6,113
General Counsel and 1999 $187,000 $ 0 $ 0 0 $ 4,675
Corporate Secretary 1998 $170,000 $121,849 $22,006 65,000 $ 8,755
-------------------------------------------------------------------------------------------------------------------------------
Mark I. McCallum(4) 2000 $201,300 $ 36,625 $ 0 14,105 $56,933
Vice President and 1999 $182,250 $ 0 $ 0 0 $ 4,556
President -- North America 1998 $161,264 $ 64,931 $ 0 50,000 $ 6,786
-------------------------------------------------------------------------------------------------------------------------------
Joseph Adler 2000 $193,600 $ 30,625 $ 0 14,105 $ 5,606
Vice President and 1999 $179,167 $ 0 $ 0 0 $ 4,479
Controller 1998 $159,375 $ 70,733 $ 0 35,000 $ 6,903
-------------------------------------------------------------------------------------------------------------------------------
Mitchell P. Goldstein(5) 2000 $119,223 $ 9,469 $ 0 25,350 $ 3,217
Vice President and 1999 $215,000 $ 0 $ 0 25,000 $ 5,375
Chief Financial Officer 1998 $190,000 $ 73,665 $13,779 50,000 $ 7,910
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(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 that were granted under Vlasic's Long-Term Incentive Plan approved by
the Board of Directors on March 9, 1998.
(3) "All Other Compensation" consists of contributions to the tax qualified
Savings Plan (401(k)) and allocations to the unfunded non-qualified Deferred
Compensation Plan because of limitations on the annual compensation that
must be taken into account under the 401(k) Plan.
(4) Mr. McCallum, an expatriate, received a lump sum payment of $50,985 to
compensate him for certain housing costs associated with his expatriate
status.
(5) Mr. Goldstein resigned as Vice President and Chief Financial Officer,
effective January 2000.
11
<PAGE> 15
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
GRANT DATE
INDIVIDUAL GRANTS VALUE
---------------------------------------------------------------------------------------------------------------------
NUMBER % OF TOTAL
OF OPTIONS
SECURITIES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES OR GRANT DATE
OPTIONS IN BASE PRESENT
GRANTED FISCAL YEAR PRICE EXPIRATION VALUE
NAME (#)(1) (2) ($/SH) DATE ($)(3)
<S> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------
Robert F. Bernstock 65,000 8.4% $7.500 9/17/2009 $317,200
---------------------------------------
Norma B. Carter 25,350 3.3% $7.500 9/17/2009 $123,708
---------------------------------------
Mark I. McCallum 14,105 1.8% $7.500 9/17/2009 $ 68,832
---------------------------------------
Joseph Adler 14,105 1.8% $7.500 9/17/2009 $ 68,832
---------------------------------------
Mitchell P. Goldstein 25,350 3.3% $7.500 4/14/2000 $123,708
---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The options shown in this table are options to purchase Vlasic Stock. These
options have a ten-year term and vest cumulatively over three years at the
rate of 30%, 60% and 100%, respectively, beginning in September 2000. All
options vest immediately in the event of a Change in Control.
(2) Percentages are based upon the total number of options on Vlasic common
stock granted to employees during the fiscal year under the Vlasic Foods
International Long-Term Incentive Plan.
(3) In accordance with the rules of the Securities and Exchange Commission (the
"Commission"), the Black-Scholes option pricing model was chosen to estimate
the grant date present value of the options set forth in this table. The use
of this model should not be construed as an endorsement of its accuracy at
valuing options. All stock option pricing models require a prediction about
the future movement of stock price. The following assumptions were made for
the purposes of calculating the grant date present value: option term of 6
years, volatility of 71.6%, 0% dividend yield, and interest of 4.9% (6-year
Treasury note rate). The real value of options in this table depends upon
the actual performance of Vlasic Stock during the applicable period and upon
when they are exercised.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FY-END (#) AT FY-END ($)(1)
NAME SHARES VALUE ------------------------------ ----------------------------
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
EXERCISE (#) ($) UNEXERCISABLE UNEXERCISABLE
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert F. Bernstock 0 $0 582,327/380,000 $0/$0
---------------------------------------------------------------------------------------------------------------------------
Norma B. Carter 0 $0 66,878/70,850 $0/$0
---------------------------------------------------------------------------------------------------------------------------
Mark I. McCallum 0 $0 39,373/49,105 $0/$0
---------------------------------------------------------------------------------------------------------------------------
Joseph Adler 0 $0 47,300/38,605 $0/$0
---------------------------------------------------------------------------------------------------------------------------
Mitchell P. Goldstein 0 $0 0/0 $0/$0
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) These year-end values represent the difference between (a) the fair market
value of the company common stock underlying the options on July 30, 2000
(Vlasic market price of $1.5625) 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
RELATED PARTY TRANSACTIONS
As of June 28, 2000 the Company executed an amendment to the senior credit bank
facility to provide for participation in the facility by certain descendants of
Dr. John T. Dorrance (the Dorrance Family Participants). The Dorrance Family
Participants will provide funding to the Company through participation in the
senior credit facility bank syndicate by providing $1 of funding for each $1
supplied by the bank syndicate up to a maximum participation of $17.5 million.
The Dorrance Family Participants will receive a one-time origination fee of
$350,000, interest of 2% per annum in addition to that otherwise payable under
the senior credit bank facility and a fee equal to 5% of the total outstanding
shares multiplied by the excess of the closing price of Vlasic common stock over
$1.94 per share on a date of their choice. The loan, together with all accrued
interest and fees, is payable on February 28, 2001. Dorrance Family Participants
include, but are not limited to, the descendants of Dr. John T. Dorrance listed
in this proxy.
The Company believes that the terms of the transaction discussed above between
the Company and its affiliates, are similar to those that would have been
obtained in like transactions with others considering the nature of the
transactions and the availability of comparable funding.
13
<PAGE> 17
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 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
TOTAL RETURN TO STOCKHOLDERS
[VLASIC RETURN TO STOCKHOLDERS GRAPH]
<TABLE>
<CAPTION>
VLASIC STOCK S&P 500 S&P FOOD S&P MIDCAP FOOD
------------ ------- -------- ---------------
<S> <C> <C> <C> <C>
10-Mar-98 100 100 100 100
31-Jul-98 77.2 105.9 94.3 91
30-Jul-99 32.7 127 89.9 81.3
28-Jul-00 6.9 137.1 80.1 65.4
</TABLE>
14
<PAGE> 18
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 $ 56,490 $ 70,613 $ 84,735 $ 89,735 $ 94,735
$ 300,000 $ 86,490 $108,113 $129,735 $137,235 $144,735
$ 400,000 $116,490 $145,613 $174,735 $184,735 $194,735
$ 500,000 $146,490 $183,113 $219,735 $232,235 $244,735
$ 600,000 $176,490 $220,613 $264,735 $279,735 $294,735
$ 700,000 $206,490 $258,113 $309,735 $327,235 $344,735
$ 800,000 $236,490 $295,613 $354,735 $374,735 $394,735
$ 900,000 $266,490 $333,113 $399,735 $422,235 $444,735
$1,000,000 $296,490 $370,613 $445,735 $469,735 $494,735
</TABLE>
Compensation covered for Executive Officers named in the table on page 11 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 2000, the full years of accrued service under
the pension plans for Mr. Bernstock was 23. As of the end of fiscal 2000, the
full years of accrued service under the pension plan for the following four
individuals other than Mr. Bernstock named in the compensation table on page 11
were as follows: Ms. Carter, 19; Mr. McCallum, 4; Mr. Adler, 18 and Mr.
Goldstein, 5.
TERMINATION ARRANGEMENTS
On June 22, 1998 Mr. Bernstock entered into a Severance Protection Agreement
which provided for severance pay and certain benefits upon the occurrence of
certain conditions after a Change in Control. In recognition of the changed
circumstances since June 1998, and Mr. Bernstock's unique abilities and value to
the Company at the present time, Vlasic has entered into three new agreements
with Mr. Bernstock: 1) a Severance Protection Agreement (which supercedes the
prior Severance Protection Agreement dated June 22, 1998); 2) a Confidential
Information and Non-Competition Agreement; and 3) an Incentive Compensation
Agreement. The independent members of the Board of Directors unanimously
approved entry into these Agreements.
The new Severance Protection Agreement provides for the payment of severance pay
should a Change in Control occur. In order to receive severance pay under this
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;
15
<PAGE> 19
(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.
If triggered under the new Severance Protection Agreement, severance pay would
be $500,000. The superceded Severance Protection Agreement provided severance
pay and benefits which, in total value, exceeded $4.0 million.
The Confidential Information and Non-Competition Agreement becomes effective
should Mr. Bernstock's employment 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. Upon becoming effective, Mr.
Bernstock would receive a lump-sum payment of $3.5 million. If this Agreement
becomes effective, Mr. Bernstock would be precluded, for a period of three years
from the termination of his Company employment from: a) joining certain
businesses which compete with the Company's businesses; b) diverting customers
or business from the Company; or c) soliciting for employment or employing
Company employees. The definition of Change in Control is the same as in the
Severance Protection Agreement.
The Incentive Compensation Agreement provides that should there be a sale of the
Company or its businesses, as determined by the Company's Board of Directors,
and should Mr. Bernstock be employed by the Company on certain defined dates,
then Mr. Bernstock will be entitled to a lump sum payment ranging from $0 to
$3.2 million depending upon the results of any future sale of the Company or its
businesses, if any.
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 2001. 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 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 2001 Annual
Meeting of Shareowners will be subject to ratification by the shareowners.
Representatives of PricewaterhouseCoopers will be at the 2000 Annual Meeting of
Shareowners to make a statement if they desire to do so and to answer questions.
For fiscal 2000 PricewaterhouseCoopers also examined the separate financial
statements of certain of Vlasic's foreign subsidiaries and provided other audit
services to Vlasic in connection with debt offerings, 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
16
<PAGE> 20
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, 2001.
If you wish to nominate Directors and/or propose proper business from the floor
for consideration at next year's Annual Meeting of Shareowners, our By-Laws
provide that:
- You must notify Vlasic's Secretary in writing.
- Your notice must be received at Vlasic's world headquarters not earlier
than September 6, 2001 and not later than October 6, 2001.
- Your notice must contain the specific information required in our
By-Laws. We will send copies of these requirements to any shareowner who
writes to us requesting this information.
Please note that these three requirements apply only to matters that you wish to
bring before your fellow shareowners at the 2001 Annual Meeting of Shareowners
without submitting them for possible inclusion in our fiscal 2001 proxy
materials.
OTHER MATTERS
As of the mailing date for this proxy statement, the Board of Directors knows of
no other matters to be presented for action at the meeting. If other matters are
properly brought before the meeting, it is the intention of the Directors' proxy
to vote on such matters in accordance with the Directors' proxy's best judgment.
/s/ Norma B. Carter
Norma B. Carter
Corporate Secretary
October 20, 2000
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, BY
CALLING (856) 969-7152 OR BY SENDING AN E-MAIL TO
INVESTOR _ [email protected].
17
<PAGE> 21
DIRECTIONS TO HOTEL DU PONT
FROM PHILADELPHIA ON I-95 SOUTH
1. Take I-95 South through Chester to Wilmington.
2. Follow I-95 South to Exit 7A marked "52 South, Delaware Ave."
3. Follow exit road (11th Street) to intersection with Delaware Ave. marked "52
South, Business District."
4. At the Delaware Ave. intersection, bear left, continuing on 11th Street.
5. Follow 11th Street through four traffic lights. Hotel du Pont is on the
right. Valet Parking is available at Hotel entrance. For self-parking, turn
left on Orange Street. Car Park is on left.
FROM BALTIMORE ON 1-95
1. Follow I-95 North to Wilmington, take Exit 7 marked "Route 52, Delaware
Ave."
2. From right lane, take Exit 7 onto Adams Street.
3. At the third traffic light on Adams Street, turn right. Follow sign marked
"52 South, Business District."
4. At the Delaware Ave. intersection, bear left, continuing on 11th Street.
5. Follow 11th Street through four traffic lights. Hotel du Pont is on the
right. Valet Parking is available at Hotel entrance. For self-parking, turn
left on Orange Street. Car Park is on left.
FROM ROUTE 202
1. Follow Route 202 to I-95 intersection. Take I-95 South.
2. Take I-95 South, follow steps 2 - 5 in first paragraph titled "From
Philadelphia on I-95 South."
FROM NEW JERSEY
(NEW JERSEY TURNPIKE)
1. Take the New Jersey Turnpike South to Delaware Memorial Bridge.
2. After crossing the Delaware Memorial Bridge, follow signs to I-95 North.
3. From I-95 North, follow steps 1 -- 5 in second paragraph titled "From
Baltimore on I-95."
FROM DOWNSTATE DELAWARE
1. Take Route 13 North, into Wilmington.
2. Follow signs marked "North Business, Route 13" to the eighth traffic light.
3. At the eighth light, make a left onto 10th Street.
4. Follow 10th Street three blocks to Orange Street. Make a right on Orange.
5. Next block is 11th Street. Turn right. Hotel du Pont is on the right. Valet
Parking is available at Hotel entrance. For self-parking, continue on Orange
Street. Car Park is on left.
[MAP]
-----------------------------------------
[VLASIC LOGO]
Annual Meeting of Shareowners
Hotel du Pont
11th and Market Street
Wilmington, Delaware 19801
December 5, 2000
10:00 A.M.
ADMISSION TICKET
-----------------------------------------
<PAGE> 22
P
R
O
X
Y
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 5, 2000.
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 Hotel du Pont, 11th & Market St.,
Wilmington, Delaware at 10:00 a.m. and at any adjournments thereof, on all
matters coming before the meeting, including the items 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 (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 items 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
DIRECTIONS TO HOTEL DU PONT
FROM PHILADELPHIA ON I-95 SOUTH
1. Take I-95 South through Chester to Wilmington.
2. Follow I-95 South to Exit 7A marked "52 South, Delaware Ave."
3. Follow exit road (11th Street) to intersection with Delaware Ave. marked
"52 South, Business District."
4. At the Delaware Ave. intersection, bear left, continuing on 11th Street.
5. Follow 11th Street through four traffic lights. Hotel du Pont is on the
right. Valet Parking is available at Hotel entrance. For self-parking, turn
left on Orange Street. Car Park is on left.
FROM BALTIMORE ON I-95
1. Follow I-95 North to Wilmington, take Exit 7 marked "Route 52 South,
Delaware Ave."
2. From right lane, take Exit 7 onto Adams Street.
3. At the third traffic light on Adams Street, turn right. Follow sign marked
"52 South, Business District."
4. At the Delaware Ave. intersection, bear left, continuing on 11th Street.
5. Follow 11th Street through four traffic lights. Hotel du Pont is on the
right. Valet Parking is available at Hotel entrance. For self-parking, turn
left on Orange Street. Car Park is on left.
FROM ROUTE 202
1. Follow Route 202 to I-95 intersection. Take I-95 South.
2. Take I-95 South, follow steps 2- 5 in first paragraph titled "From
Philadelphia on I-95 South."
FROM NEW JERSEY (NEW JERSEY TURNPIKE)
1. Take the New Jersey Turnpike South to Delaware Memorial Bridge.
2. After crossing the Delaware Memorial Bridge, follow signs to I-95 North.
3. From I-95 North, follow steps 1- 5 in second paragraph titled "From
Baltimore on I-95."
FROM DOWNSTATE DELAWARE
1. Take Route 13 North, into Wilmington.
2. Follow signs marked "North Business, Route 13" to the eighth traffic light.
3. At the eighth light, make a left onto 10th Street.
4. Follow 10th Street three blocks to Orange Street. Make a right on Orange.
5. Next block is 11th street. Turn right. Hotel du Pont is on the right.
Valet Parking is available at Hotel entrance. For self-parking, continue on
Orange Street. Car Park is on left.
YOUR ADMISSION TICKET IS BELOW
[VLASIC LOGO]
Annual Meeting of Shareowners
Hotel du Pont
11th & Market Street
Wilmington, Delaware 19801
December 5, 2000
10:00 A.M.
ADMISSION TICKET
<PAGE> 23
/x/ PLEASE MARK YOUR VOTES
AS IN THIS EXAMPLE. 2861
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 ITEM 1 AND "FOR" ITEM 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND FOR ITEMS 2.
<TABLE>
<CAPTION>
FOR WITHHELD If marked, vote is withheld from
all nominees listed.
<S> <C> <C>
1. Election of
Directors
</TABLE>
For, except vote withheld from the following nominee(s):
NOMINEES FOR DIRECTOR:
01. Robert F. Bernstock,
02. Robert T. Blakely,
03. Morris A. Cohen,
04. Tristram C. Colket, Jr.,
05. Lawrence C. Karlson,
06. Donald J. Keller,
07. Shaun F. O'Malley
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
2. Ratification of
Appointment of
Independent Accountants.
</TABLE>
Please mark if you plan to attend the Annual Meeting.
Change of Address: Mark this box and see the 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 --
VLASIC FOODS INTERNATIONAL INC.
ANNUAL MEETING OF SHAREOWNERS -- DECEMBER 5, 2000 -- 10:00 A.M., EASTERN TIME
HOTEL DU PONT - 11TH & MARKET STREET - WILMINGTON, DELAWARE
VOTE BY TELEPHONE OR INTERNET
QUICK - EASY - IMMEDIATE
Vlasic Foods International encourages you to take advantage of two new
cost-effective and convenient ways to vote your shares.
You may now vote your proxy 24 hours a day, 7 days a week, using either a
touch-tone telephone or through the Internet. YOUR TELEPHONE OR INTERNET VOTE
MUST BE RECEIVED BY 12:00 MIDNIGHT NEW YORK TIME ON DECEMBER 4, 2000.
Your telephone or Internet vote authorizes the proxies named on the above proxy
card to vote your shares in the same manner as if you marked, signed and
returned your proxy card.
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VOTE BY PHONE: ON A TOUCH-TONE TELEPHONE DIAL 1-877-PRX-VOTE
(1-877-779-8683) FROM THE U.S. AND CANADA OR DIAL
201-536-8073 FROM OTHER COUNTRIES.
You will be asked to enter the VOTER CONTROL NUMBER
located in the box just below the perforation on the
proxy card. Then follow the instructions.
OR
VOTE BY INTERNET: POINT YOUR BROWSER TO THE WEB ADDRESS:
http://www.eproxyvote.com/vl
Click on the "PROCEED" icon-- You will be asked to enter
the VOTER CONTROL NUMBER located in the box just below
the perforation on the proxy card. Then follow the
instructions.
OR
VOTE BY MAIL: Mark, sign and date your proxy card and return it in
the postage-paid envelope. IF YOU ARE VOTING BY
TELEPHONE OR THE INTERNET, PLEASE DO NOT MAIL YOUR PROXY
CARD.
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