<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. _____)*
----
VLASIC FOODS INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
--------------------------------------------------------------------------------
(Title of Class of Securities)
928559 10 3
--------------------------------------------------------------------------------
(CUSIP Number)
JOHN FALKNER, 35100 S.R. 64 EAST, MYAKKA CITY, FL 34251, TEL: (941) 322-2014
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 3, 2000
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
---------------
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
(Page 1 of 6 Pages)
<PAGE> 2
CUSIP NO. 928559 10 3 13D PAGE 2 OF 6 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN FALKNER 38-2049694
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
WC
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
US
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
---------------------------------------------------------------------
(7) SOLE VOTING POWER 2,410,500
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER 0
PERSON WITH
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER 0
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,410,000
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 928559 10 3 13D PAGE 3 of 6 PAGES
--------------------- ----- -----
Item 1. Security and Issuer
This Statement on Schedule 13D is filed in respect of the beneficial
ownership of Common Stock, without par value ("Common Stock"), of Vlasic Foods
International, Inc. (the "Issuer").
The address of the principal executive offices of the Issuer is:
Vlasic Plaza, Six Executive Campus, Cherry Hill, NJ 08002-4112
Item 2. Identity and Background
a. The name of the person filing this statement is John Falkner.
b. His address is 35100 S.R. 64 East, Myakka City, FL 34251.
c. The principal occupation of John Falkner is Farmer.
d. During the last five years, John Falkner has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
e. During the last five years, John Falkner has not been a party
to any civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of which he was or
is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
f. John Falkner is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
All securities reported were acquired by John Falkner through open
market purchases at various times in the aggregate amount of $3,388,369.17. The
source of funds used was the working capital of John Falkner. No portion of the
funds were borrowed or otherwise obtained.
Item 4. Purpose of Transaction
John Falkner currently beneficially holds shares of Common Stock of
the Issuer as an investment. He may, subject to applicable securities laws,
market conditions and his assessment of the business prospects of the Issuer,
acquire additional shares of Common Stock from time to time through open market
purchases or otherwise. Although John Falkner has no present intention of
selling shares of Common Stock, he may decide in the future to dispose of any
or all of the shares of Common Stock currently beneficially owned by him.
Other than as discussed above, John Falkner currently has no plans or
proposals (but reserves the right to develop such plans and proposals) which
relate to or would result in any of the following actions:
a. The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of
its subsidiaries;
c. A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
<PAGE> 4
CUSIP No. 928559 10 3 13D PAGE 4 of 6 PAGES
--------------------- ----- -----
d. Any change in the present board of directors or management of
the issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
e. Any material change in the present capitalization or dividend
policy of the issuer;
f. Any other material change in the issuer's business or
corporate structure;
g. Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
h. Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
i. A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
j. Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
As of October 3, 2000, John Falkner is the beneficial owner of
2,410,500 shares of Common Stock, or approximately 5.0% of the outstanding
shares of Common Stock, in respect of which he has sole dispositive power and
voting power as to all of said shares.
During the past 60 days, John Falkner effected the following
transactions in the class of securities reported, all of which transactions
consisted of open market purchases on the New York Stock Exchange:
Date Number of Shares Price per share
---- ---------------- ---------------
08/04/00 50000 1.625
08/04/00 1000 1.625
08/04/00 14000 1.625
08/04/00 5000 1.625
08/04/00 5000 1.625
08/04/00 25000 1.625
08/10/00 17400 1.563
08/14/00 30000 1.563
08/14/00 30000 1.563
08/23/00 43800 1.563
08/24/00 5400 1.563
08/28/00 3000 1.625
08/28/00 15000 1.625
08/28/00 15000 1.625
08/29/00 10000 1.625
08/29/00 7000 1.625
08/29/00 15000 1.625
08/29/00 15000 1.625
08/30/00 1200 1.625
08/30/00 1200 1.625
08/30/00 2300 1.563
08/31/00 1000 1.625
08/31/00 5000 1.625
08/31/00 4400 1.563
08/31/00 20000 1.625
08/31/00 200 1.625
<PAGE> 5
CUSIP No. 928559 10 3 13D PAGE 5 of 6 PAGES
--------------------- ----- -----
Item 5 Continued
Date Number of Shares Price Per Share
---- ---------------- ---------------
09/07/00 2500 1.563
09/07/00 10000 1.625
09/07/00 15000 1.625
09/08/00 40800 1.563
09/21/00 20000 1.500
09/21/00 50000 1.500
09/21/00 50000 1.500
09/21/00 50000 1.500
09/21/00 150000 1.500
09/21/00 50000 1.500
09/21/00 50000 1.500
09/22/00 18400 1.438
09/25/00 31600 1.438
09/25/00 50000 1.438
09/25/00 50000 1.438
09/25/00 50000 1.438
09/26/00 99000 1.375
09/28/00 99000 1.125
09/28/00 99000 1.125
09/28/00 99000 1.125
09/28/00 99000 1.125
09/29/00 99000 1.063
09/29/00 99000 1.063
09/29/00 99000 1.063
09/29/00 99000 1.063
10/03/00 25000 1.125
10/03/00 50000 1.125
10/03/00 22000 1.125
10/03/00 20000 1.125
10/03/00 25000 1.125
10/03/00 50000 1.125
10/03/00 25000 1.125
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
NONE
Item 7. Material to be Filed as Exhibits.
NONE
<PAGE> 6
CUSIP No. 928559 10 3 13D PAGE 6 of 6 PAGES
--------------------- ----- -----
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
October 13, 2000
...............................................................................
Date
/s/ John Falkner
...............................................................................
Signature
John Falkner
...............................................................................
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person) , evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
