<PAGE> 1
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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 July 31, 1994
OR
/ / Transition Report Pursuant to Section 15(d) of
the Securities Exchange Act of 1934
For the transition period from ________ to ________
COMMISSION FILE NUMBER 33-14009
A. Full title of the Plan:
Campbell Soup Company Employee Savings and Stock Bonus Plan
B. Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office:
Campbell Soup Company, Campbell Place, Camden, New Jersey 08103-1799
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<PAGE> 2
REPORT OF INDEPENDENT ACCOUNTANTS
To the Administrative Committee
and Participants of the
Campbell Soup Company Employee
Savings and Stock Bonus Plan
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 financial position of
Campbell Soup Company Employee Savings and Stock Bonus Plan (the ``Plan'') at
July 31, 1994 and 1993 and the changes in its financial position for the years
then ended, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Administrative Committee of
the Plan; 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 generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules included as
Exhibits I and II are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statements of net assets available for
benefits and the statements of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and Fund Information have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/PRICE WATERHOUSE LLP
- -----------------------
PRICE WATERHOUSE LLP
Philadelphia, PA
September 30, 1994
<PAGE> 3
CAMPBELL SOUP COMPANY SAVINGS AND STOCK BONUS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
JULY 31, 1994
(000s omitted from dollar amounts)
<TABLE>
<CAPTION>
FUND INFORMATION - NOTES 1 AND 2
---------------------------------------------------------
GOVERNMENT CAMPBELL SOUP VANGUARD DISCRETIONARY
SECURITIES COMPANY STOCK WINDSOR FUND TRUST TOTAL
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash....................................... $1 $101 $102
Investments:
Investments, at cost..................... $2,768 2,768
Investments, at fair value............... 29,177 2,831 $27 32,035
Short-term investment fund............... 5 10 5 20 40
----------------------------------------------------------------------
Total Investments...................... 2,773 29,187 2,836 47 34,843
----------------------------------------------------------------------
Receivables:
Dividends and interest................... 219 219
Employer/participants' contributions..... 76 667 59 802
Other.................................... 77 77
----------------------------------------------------------------------
Total Receivables...................... 153 886 59 0 1,098
----------------------------------------------------------------------
LIABILITIES
Payables................................... 1 1 2
----------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS....... $2,925 $30,073 $2,996 $47 $36,041
======================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
CAMPBELL SOUP COMPANY SAVINGS AND STOCK BONUS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
July 31, 1993
(000s omitted from dollar amounts)
<TABLE>
<CAPTION>
FUND INFORMATION - NOTES 1 AND 2
----------------------------------------------------------
GOVERNMENT CAMPBELL SOUP VANGUARD DISCRETIONARY
SECURITIES COMPANY STOCK WINDSOR FUND TRUST TOTAL
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at cost..................... $2,766 $2,766
Investments, at fair value............... $28,472 $2,707 $26 31,205
Short-term investment fund............... 16 9 5 20 50
----------------------------------------------------------------------
Total Investments.................... 2,782 28,481 2,712 46 34,021
----------------------------------------------------------------------
Receivables:
Dividends and interest..... 197 197
Employer/participants' contributions.... 81 722 47 850
Other................................... 149 149
----------------------------------------------------------------------
Total Receivables.................... 230 919 47 0 1,196
----------------------------------------------------------------------
LIABILITIES
Payables................................... 78 21 99
----------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS.... $2,934 $29,379 $2,759 $46 $35,118
======================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 5
CAMPBELL SOUP COMPANY SAVINGS AND STOCK BONUS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND
INFORMATION
YEAR ENDED JULY 31, 1994
(000s omitted from dollar amounts)
<TABLE>
<CAPTION>
FUND INFORMATION - NOTES 1 AND 2
---------------------------------------------------------
GOVERNMENT CAMPBELL SOUP VANGUARD DISCRETIONARY
SECURITIES COMPANY STOCK WINDSOR FUND TRUST TOTAL
------------------------------------------------------------------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Unrealized appreciation
in fair value of
investments (Note 4)............... $894 $7 $1 $902
Net realized gain on sale
of investments..................... 101 9 110
Interest............................ 15 1 16
Dividends........................... 871 243 1,114
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$0 1,881 260 1 2,142
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Contributions:
Employer............................ 2,573 2,573
Participants........................ 794 4,668 499 5,961
------------------------------------------------------------------
794 7,241 499 0 8,534
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TOTAL ADDITIONS 794 9,122 759 1 10,676
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions......................... 862 8,380 522 9,764
Transfers............................. (59) 48 (11)
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TOTAL DEDUCTIONS 803 8,428 522 0 9,753
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NET INCREASE(DECREASE) (9) 694 237 1 923
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year..................... 2,934 29,379 2,759 46 35,118
------------------------------------------------------------------
End of year........................... $2,925 $30,073 $2,996 $47 $36,041
==================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 6
CAMPBELL SOUP COMPANY SAVINGS AND STOCK BONUS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND
INFORMATION
YEAR ENDED JULY 31, 1993
(000s omitted from dollar amounts)
<TABLE>
<CAPTION>
FUND INFORMATION - NOTES 1 AND 2
---------------------------------------------------------
GOVERNMENT CAMPBELL SOUP VANGUARD DISCRETIONARY
SECURITIES COMPANY STOCK WINDSOR FUND TRUST TOTAL
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Unrealized appreciation
(depreciation) in fair value of
investments (Note 4)............... ($1,573) $280 $1 ($1,292)
Net realized gain on sale
of investments..................... 224 4 228
Interest............................ $2 8 2 12
Dividends........................... 737 141 878
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2 (604) 425 3 (174)
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Contributions:
Employer............................ 2,625 2,625
Participants........................ 831 4,759 473 6,063
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831 7,384 473 0 8,688
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TOTAL ADDITIONS 833 6,780 898 3 8,514
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions......................... 724 8,087 691 9,502
Transfers............................. 57 32 89
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TOTAL DEDUCTIONS 781 8,119 691 0 9,591
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NET INCREASE(DECREASE) 52 (1,339) 207 3 (1,077)
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year..................... 2,882 30,718 2,552 43 36,195
-------------------------------------------------------------------
End of year........................... $2,934 $29,379 $2,759 $46 $35,118
===================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 7
CAMPBELL SOUP COMPANY SAVINGS AND STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1994 AND 1993
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING METHOD:
The financial statements have been prepared on the accrual basis of accounting.
INVESTMENTS:
The assets of the Campbell Soup Company Employee Savings and Stock Bonus Plan
(the "Plan"), except for the United States Savings Bonds, are carried at
current value. The current value of the Campbell Soup Company capital stock is
based upon reported market information. Current value for Vanguard Windsor
mutual fund shares is determined by the net asset value of the shares as
reported by the fund.
Dividend income is recorded on the ex-dividend date and interest is accrued as
earned. Realized gains or losses on the sale of investments are determined
based on historical average cost. Such gains and losses are computed on a
current value basis for Form 5500. The difference may result in a differing
classification between realized and unrealized, but the total gain or loss will
be unaffected.
United States Savings Bonds are carried at cost and the interest income on
these bonds is not accrued since these bonds are distributed to the
participants "in kind" and the income accrues directly to the participants, not
to the Plan.
OTHER ASSETS AND LIABILITIES:
Receivables include savings bonds purchased and due. Payables include amounts
due for securities purchased and assets due to other Campbell Soup Company
benefit plans.
PAYMENT OF BENEFITS:
Benefits are recorded when paid.
RECLASSIFICATION:
Certain amounts in the accompanying financial statements have been reclassified
for comparative purposes.
NOTE 2 - DESCRIPTION OF THE PLAN
The purpose of the Plan is to provide employees of Campbell Soup Company (the
"Company") and its subsidiaries an opportunity to acquire capital stock of the
Company and to encourage them to save part of their income on a regular basis.
Employees at certain domestic locations of the Company and its subsidiaries are
eligible for participation in the Plan after one year of service. Employees
who are subject to a collective bargaining agreement are eligible to
participate in the Plan only if the agreement provides for such participation
in the Plan. Participation in the Plan is on a voluntary basis. The Plan is
supervised, administered, and interpreted by an Administrative Committee
appointed by the Board of Directors of the Company. The Administrative
Committee is comprised of one or more persons who may be, but need not be,
employees or members of the Board of Directors of the Company. The
Administrative Committee has appointed First Fidelity Bank, N.A., Pennsylvania
as trustee to manage the assets of the Plan. All expenses incident to the
operation of the Plan have been paid by the Company.
Participants authorize post-tax payroll deductions which are contributed to the
Plan and credited to their individual accounts. Contributions are limited to a
maximum of 10% of a participant's earnings, as defined in the Plan, but not
less than $2.00 per payroll period. For participants covered by collective
bargaining agreements, the maximum contribution is 5% of earnings.
Participants may direct that their contributions be invested in either
government securities, Campbell Soup Company capital stock, or Vanguard Windsor
mutual fund shares. All Company contributions are directed to Campbell Soup
Company capital stock.
<PAGE> 8
CAMPBELL SOUP COMPANY SAVINGS AND STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1994 AND 1993
NOTE 2 - DESCRIPTION OF THE PLAN (CONT.)
The Company makes contributions in the amount of 50% of each participant's
contributions up to 5% of the participant's earnings, but not in excess of $750
annually per participant. Company contributions are invested in Campbell Soup
Company capital stock.
Participants will always be 100% vested in their account, and consequently,
their entire account is nonforfeitable. A participant may make a partial
withdrawal from the portion of his/her account represented by contributions
made at least three years prior to the date of such withdrawal. Also, a
participant may withdraw all of his/her account, including his/her respective
portion of Company contributions. If a participant withdraws the total value
of his/her account, such participant may not make a contribution to the Plan
for a period of at least six months following the valuation date of
withdrawal.
In the event of Plan termination, each participant will be entitled to receive
a benefit in the amount of his/her interest in the Plan, including that portion
attributable to Company contributions.
At July 31, 1994, there were 5,345 participating employees. Some of these
participants have their accounts invested in more than one investment category
and the following presents the number of employees under each program:
Discretionary Trust 1
Government Securities 933
Vanguard Windsor Fund 658
Campbell Soup Company Stock 5,345
The Discretionary Trust is not an available investment category for
participants' contributions made after March 31, 1977.
<PAGE> 9
CAMPBELL SOUP COMPANY SAVINGS AND STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1994 AND 1993
NOTE 3 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
(000s omitted)
July 31, 1994 July 31, 1993
------------- -------------
<S> <C> <C>
Net assets available for benefits per the financial
statements $36,041 $35,118
Amounts allocated to withdrawing partcipants:
Campbell Soup Company Stock (536) (903)
Vanguard Windsor Mutual Fund (50) (70)
Government Securities (62) (142)
------------- -------------
Net assets available for benefits per the Form 5500 $35,393 $34,003
============= =============
</TABLE>
The following is a reconciliation of distributions to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
(000s omitted)
July 31, 1994
-------------
<S> <C>
Distributions to participants per the financial
statements $9,764
Add: Amounts allocated to withdrawing partcipants
at July 31, 1994: 648
Less: Amounts allocated to withdrawing partcipants
at July 31, 1993: (1,115)
-------------
Distributions to participants per the Form 5500 $9,297
=============
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to July
31, but not yet paid as of that date.
<PAGE> 10
CAMPBELL SOUP COMPANY SAVINGS AND STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1994 AND 1993
NOTE 4 - UNREALIZED APPRECIATION (DEPRECIATION) AND
REALIZED GAINS (LOSSES)
<TABLE>
<CAPTION>
Unrealized appreciation (depreciation) of
investments during the years ended July 31, (000s omitted)
1994, and 1993 is as follows: ---------------------------------------------
Campbell Soup Vanguard Discretionary
Company Stock Windsor Fund Trust Total
----------------------------------------------------------
<S> <C> <C> <C> <C>
JULY 31, 1992 $18,221 ($40) $2 $18,183
Unrealized appreciation (depreciation) of
investments during the year..................................... (1,573) 280 1 (1,292)
Less: Unrealized appreciation(depreciation)
included in payments and withdrawals.................... 2,495 (5) 0 2,490
----------------------------------------------------------
JULY 31, 1993 14,153 245 3 14,401
Unrealized appreciation of
investments during the year..................................... 894 7 1 902
Less: Unrealized appreciation
included in payments and withdrawals.................... 2,152 13 0 2,165
----------------------------------------------------------
JULY 31, 1994 $12,895 $239 $4 $13,138
==========================================================
</TABLE>
There is no unrealized appreciation (depreciation) in government securities as
these securities are carried at cost.
For the year ended July 31, 1994, the aggregate historical average costs of
securities sold for Campbell Soup Company Stock and Vanguard Windsor Fund
were $110,696, and $101,415, respectively, and the aggregate proceeds for those
securities sold were $211,778 and $110,075, respectively.
NOTE 5 - INVESTMENTS
Investments that represent 5% or more of net assets at July 31, 1994 include
the following:
<TABLE>
<CAPTION>
(000s omitted)
Cost Market
------------- ---------------
<S> <C> <C>
Campbell Soup Company Stock $16,282 $29,177
Vanguard Windsor Mutual Fund 2,592 2,831
$100 US Savings Bonds 2,178 2,178
------------- ---------------
$21,052 $34,186
============= ===============
</TABLE>
NOTE 6 - FEDERAL INCOME TAXES
The Plan has received a tax determination letter dated January 13, 1987
indicating it is a qualified plan under Section 401 of the Internal Revenue
Code ("IRC"). Accordingly, no provision has been made for Federal or state
income taxes. The Plan has been amended since receiving the determination
letter. However, the Plan administrator and the Plan's tax counsel believe
that the Plan is designed and is currently being operated in compliance with
the applicable requirements of the IRC. The Company has represented that the
Plan has been administered in accordance with all provisions of the Code and
the Employee Retirement Income Security Act of 1974 ("ERISA") and will be
amended and/or restated as necessary to ensure that it remains in compliance
with the current laws.
<PAGE> 11
CAMPBELL SOUP COMPANY SAVINGS AND STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1994 AND 1993
NOTE 7 - SUBSEQUENT EVENT
Over the next two years the Campbell Soup Company Savings and 401 (k) Plan for
Hourly-Paid Employees will be offered to all Campbell manufacturing locations
in the United States. Upon acceptance by each location, the Campbell Soup
Company Savings and Stock Bonus Plan will be phased out.
Effective August 1, 1994, 475 Paris, Texas participant balances were
transferred into the Campbell Soup Company Savings and 401 (k) Plan for
Hourly-Paid Employees. The fair value of the assets transferred was
$2,975,300. The assets were transferred from First Fidelity Bank, NA to
Fidelity Institutional Retirement Services Co. U.S. Savings Bonds were
distributed in kind to the participants in the Government Securities
investment.
<PAGE> 12
EXHIBIT 1
CAMPBELL SOUP COMPANY SAVINGS AND STOCK BONUS PLAN
ITEM 27A FORM 5500
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSE
JULY 31, 1994
<TABLE>
<CAPTION>
(000s omitted)
Principal amount or Market
number of shares / unit Cost value (a)
------------------------------------------
<S> <C> <C> <C>
CAMPBELL SOUP COMPANY STOCK
Campbell Soup Co. Stock, $37.00/sh.................. 788,556 shares $16,282 $29,177
Lexicon Cash Management
Short-term Investment fund.................... 10,370 units 10 10
-------------------
$16,292 $29,187
===================
VANGUARD WINDSOR FUND
Windsor Fund, $ 14.36/sh............................ 197,118 shares $2,592 $2,831
Lexicon Cash Management
Short-term Investment fund.................... 5,005 units 5 5
-------------------
$2,597 $2,836
===================
GOVERNMENT SECURITIES
$75 U.S. Savings Bonds.............................. 15,743 bonds $590 $590 (b)
$100 U.S. Savings Bonds............................. 43,551 bonds 2,178 2,178 (b)
Lexicon Cash Management
Short-term Investment fund..................... 4,597 units 5 5
-------------------
$2,773 $2,773
===================
DISCRETIONARY TRUST
Lexicon Capital Appreciation
Equity fund................................... 2,411 units $23 $27
Lexicon Cash Management
Short-term Investment fund.................... 20,268 units 20 20
-------------------
$43 $47
===================
</TABLE>
(a) Market value of mutual fund shares is equal to the net asset value of the
shares reported by the fund. Market value is determined by the July 31,
1994 closing sales prices or, in the absence of recorded sales, closing
bid prices on the exchange on which the security is primarily traded or,
if not traded on an exchange, on the over-the-counter market.
(b) United States Savings Bonds are carried at cost.
<PAGE> 13
EXHIBIT 2
CAMPBELL SOUP COMPANY SAVINGS AND STOCK BONUS PLAN
ITEM 27D FORM 5500
SCHEDULE OF REPORTABLE TRANSACTIONS *
YEAR ENDED JULY 31, 1994
<TABLE>
<CAPTION>
PARTY NUMBER OF NUMBER OF DOLLAR VALUE DOLLAR VALUE
INVOLVED DESCRIPTION PURCHASES SALES OF PURCHASES OF SALES
--------- ----------- --------- ----- ------------ --------
<S> <C> <C> <C> <C> <C>
First Fidelity Bank, N.A. Campbell Soup 34 2 $4,669,433 $211,777
Company Stock
First Fidelity Bank, N.A. Lexicon Cash 200 122 $29,376,249 $9,796,211
Management Fund
</TABLE>
<TABLE>
<CAPTION>
PARTY COST OF CURRENT VALUE ON GAIN ON K
INVOLVED DESCRIPTION ASSETS SOLD TRANSACTION DATE DISPOSITION
--------- ----------- ----------- ---------------- ------------
<S> <C> <C> <C> <C>
First Fidelity Bank, N.A. Campbell Soup $198,920 $211,777 $12,857
Company Stock
First Fidelity Bank, N.A. Lexicon Cash $9,796,211 $9,796,211 $0
</TABLE> Management Fund
* Series of transactions in excess of 5% of the current value of the Plan's
assets as of August 1, 1993 as defined in Section 2520.103-6 of the
Department of Labor Rules and Regulations for Reporting and Disclosure under
ERISA.
<PAGE> 14
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrative Committee has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
CAMPBELL SOUP COMPANY
EMPLOYEE SAVINGS AND STOCK
BONUS PLAN
By: /S/ Frank E. Weise, III
------------------------------
Frank E. Weise, III
Chairman of the Administrative
Committee
Date: January 18, 1995
<PAGE> 15
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
------- ----
<S> <C>
I - Consent of Independent Accountants 17
</TABLE>
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 (No. 33- 14009) of
Campbell Soup Company of our report dated September 30, 1994 appearing on page
2 of this Form 11-K.
/s/ PRICE WATERHOUSE LLP
- -----------------------
PRICE WATERHOUSE LLP
Thirty South Seventeenth Street
Philadelphia, PA 19103
January 16, 1995
