<PAGE>
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-11497
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 6, 1996
$300,000,000
[LOGO OF CAMPBELL SOUP COMPANY]
6.90% NOTES DUE OCTOBER 15, 2006
----------------
Interest on the Notes is payable on April 15 and October 15 of each year,
commencing April 15, 1997. The Notes are redeemable, in whole or in part, at
the option of the Company at any time at a redemption price equal to the
greater of (i) 100% of the principal amount of such Notes or (ii) as
determined by a Quotation Agent (as defined herein), the sum of the present
values of the remaining scheduled payments of principal and interest thereon
discounted to the date of redemption on a semi-annual basis (assuming a 360-
day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as
defined herein), plus in each case, accrued interest thereon to the date of
redemption.
The Notes offered hereby will be represented by one or more Global
Securities (as defined herein) registered in the name of the nominee of The
Depository Trust Company. Beneficial interests in the Global Security will be
shown on, and transfers thereof will be effected only through, records
maintained by The Depository Trust Company and by its participants. Except as
described herein, Notes in definitive form will not be issued. The Notes will
be issued only in registered form in denominations of $1,000 and integral
multiples thereof. See "Description of the Notes."
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------------
<TABLE>
<CAPTION>
PROCEEDS TO
INITIAL PUBLIC UNDERWRITING COMPANY
OFFERING PRICE (1) DISCOUNT (2) (1)(3)
------------------ ------------ ------------
<S> <C> <C> <C>
Per Note........................... 99.677% 0.650% 99.027%
Total.............................. $299,031,000 $1,950,000 $297,081,000
</TABLE>
- --------
(1) Plus accrued interest from October 15, 1996.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting estimated expenses of $300,000 payable by the Company.
----------------
The Notes offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to
their right to reject any order in whole or in part. It is expected that the
Notes will be ready for delivery in book-entry form only through the
facilities of the Depository Trust Company in New York, New York on or about
October 21, 1996, against payment therefor in immediately available funds.
GOLDMAN, SACHS & CO.
J.P. MORGAN & CO.
MORGAN STANLEY & CO.
INCORPORATED
----------------
The date of this Prospectus Supplement is October 16, 1996.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT
LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
----------------
USE OF PROCEEDS
The Company intends to apply the net proceeds from the sale of the Notes to
reduce short-term borrowings incurred in connection with repurchases of
capital stock of the Company pursuant to the "Dutch auction" tender offer
described below under "Recent Developments" and for general corporate
purposes.
RECENT DEVELOPMENTS
On September 4, 1996, the Company's Board of Directors authorized a capital
stock repurchase program of up to $2.5 billion for repurchases through the end
of fiscal 1999. As part of the repurchase program, the Company announced the
commencement on September 12, 1996 of a "Dutch auction" tender offer for up to
18,000,000 shares of its capital stock. The offer expired at midnight on
October 10, 1996. The preliminary results reported by the depositary for the
offer indicated that 13,528,975 shares were tendered and not withdrawn at or
below $80 per share. The number of shares tendered includes 4,852,360 shares
tendered pursuant to guaranteed delivery. The Company expects to purchase all
shares tendered at a price of $80 per share. Final results of the tender offer
will be made publicly available no later than ten business days after the
expiration date of the offer.
AGGREGATE INDEBTEDNESS
At July 28, 1996, the end of the Company's most recent fiscal year, the
Company had aggregate short-term indebtedness of approximately $865 million
and aggregate long-term indebtedness of approximately $744 million. All such
indebtedness ranks on a parity in right of payment with the Notes.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's consolidated ratio of earnings
to fixed charges for the periods shown:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-------------------------------------------
7/28/96 7/30/95 7/31/94 8/1/93 8/2/92 7/28/91
------- ------- ------- ------ ------ -------
<S> <C> <C> <C> <C> <C>
8.6 8.4 10.4 5.3 6.4 5.1
</TABLE>
The ratios of earnings to fixed charges were computed by dividing earnings
by fixed charges. For this purpose, earnings include earnings before equity in
earnings of affiliates and minority interests and taxes on earnings and fixed
charges. Fixed charges include interest and amortization of debt expenses and
the estimated interest component of rentals. In the fiscal year ended 1993,
the Company recorded a divestiture and restructuring charge of $353.0 million.
Excluding the effect of such charge, the ratio of earnings to fixed charges
for the fiscal year ended 1993 would have been 8.3.
S-2
<PAGE>
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes offered
hereby supplements the description of the general terms and provisions of Debt
Securities set forth in the Prospectus, to which description reference is
hereby made.
GENERAL
The Notes will be unsecured general obligations of the Company, will be
issued under an indenture dated as of October 15, 1996 between the Company and
Bankers Trust Company, as Trustee (the "Trustee"), will be limited to $300
million principal amount, will be issued in book-entry form only, and will
mature on October 15, 2006.
The Notes will bear interest from October 15, 1996 or from the most recent
Interest Payment Date to which interest has been paid or provided for, at the
rate of 6.90% per annum, payable semi-annually on April 15 and October 15,
commencing on April 15, 1997, to the persons in whose names the Notes are
registered at the close of business on the preceding April 1 and October 1,
respectively.
OPTIONAL REDEMPTION
The Notes will be redeemable, in whole or in part, at the option of the
Company at any time at a redemption price equal to the greater of (i) 100% of
the principal amount of such Notes or (ii) as determined by a Quotation Agent
(as defined below), the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the redemption date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Adjusted Treasury Rate, plus, in each case, accrued interest
thereon to the date of redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, plus .05%.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the remaining
term of the Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of such Notes.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Trustee after consultation with the Company. "Reference Treasury Dealer" means
(i) Goldman, Sachs & Co. and their respective successors; provided, however,
that if the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer; and (ii) any other
Primary Treasury Dealer selected by the Trustee after consultation with the
Company.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (ii) if such release (or any successor release)
is not published or does not contain such prices on such Business Day, (A) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations.
S-3
<PAGE>
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of the Notes to be redeemed.
Unless the Company defaults in payment of the redemption price, on and after
the redemption date, interest will cease to accrue on the Notes or portions
thereof called for redemption.
The Notes will not be entitled to any sinking fund.
DEFEASANCE
The Notes are subject to defeasance under the conditions described in the
accompanying Prospectus and the Indenture.
BOOK-ENTRY SYSTEM
Upon issuance, the Notes will be represented by a single global security
(the "Global Security") which will be deposited with, or on behalf of, The
Depository Trust Company (the "Depositary") located in the Borough of
Manhattan, The City of New York, and will be registered in the name of the
Depositary or a nominee of the Depositary.
Upon the issuance of a Global Security, the Depositary or its nominee will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the Notes represented by the Global Security to the
accounts designated by the Underwriters. Ownership of beneficial interests in
the Global Security will be limited to participants and to persons that may
hold interests through institutions that have accounts with the Depositary
participants ("participants"). Ownership interests in the Global Security will
be shown on, and the transfer of that ownership interest will be effected only
through, records maintained by the Depositary or its nominee (with respect to
a participant's interest) for such Global Security and records maintained by
participants (with respect to interests of persons other than participants).
Payment of principal of and any premium and interest on the Notes
represented by the Global Security will be made to the Depositary or its
nominee, as the case may be, as the sole registered owner and the sole Holder
of the Notes represented thereby for all purposes under the Indenture. Neither
the Company nor the Trustee, nor any agent of the Company or the Trustee, will
have any responsibility or liability for any aspect of the Depositary's
records relating to or payments made on account of beneficial ownership
interests in the Global Security representing any Notes or for maintaining,
supervising or reviewing any of the Depositary's records relating to such
beneficial ownership interests.
The Company has been advised by the Depositary that upon receipt of any
payment of principal of or any premium or interest on the Global Security, the
Depositary will immediately credit, on its book-entry registration and
transfer system, the accounts of participants with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Global Security as shown on the records of the Depositary. Payments by
participants to owners of beneficial interests in the Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for customer
accounts registered in "street name," and will be the sole responsibility of
such participants.
The Global Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary. The Global Security representing
the Notes is exchangeable only if (i) the Depositary or its nominee notifies
the Company that it is unwilling or unable to continue as Depositary for such
S-4
<PAGE>
Global Security, (ii) the Depositary ceases to be qualified as required by the
Indenture, (iii) the Company instructs the Trustee in accordance with the
Indenture that such Book-Entry Notes shall be so registrable and exchangeable
or (iv) there shall have occurred and be continuing an Event of Default or an
event which after notice or lapse of time would be an Event of Default with
respect to the Notes. Any Global Security that is exchangeable pursuant to the
preceding sentence shall be exchangeable for certificated Notes issuable in
denominations of $1,000 and integral multiples of $1,000 in excess thereof and
registered in such names as the Depositary holding such Global Security shall
direct. Subject to the foregoing, the Global Security is not exchangeable,
except for a Global Security of like denomination to be registered in the name
of the Depositary or its nominee. If the Notes were subsequently issued in
registered form, they would thereafter be transferred or exchanged without any
service charge at the corporate trust office of the Trustee, which, at the
date of this Prospectus Supplement, is Corporate Trust and Agency Group,
Bankers Trust Company, 4 Albany Street, New York, New York 10006, or at any
other office or agency maintained by the Company for such purpose.
So long as the Depositary for the Global Security, or its nominee, is the
registered holder and owner of such Global Security, such Depositary or such
nominee, as the case may be, will be considered the sole owner or Holder of
the Notes represented by such Global Security for the purposes of receiving
payment on the Notes, receiving notices and for all other purposes under the
Indenture and the Notes. Except as provided above, owners of beneficial
interests in the Global Security will not be entitled to receive physical
delivery of Notes in definitive form and will not be considered the Holders
thereof for any purpose under the Indenture. Accordingly, each person owning a
beneficial interest in the Global Security must rely on the procedures of the
Depositary and, if such person is not a participant, on the procedures of the
participant through which such person owns its interest, to exercise any
rights of a Holder under the Indenture. The Indenture provides that the
Depositary may grant proxies and otherwise authorize participants to give or
take any request, demand, authorization, direction, notice, consent, waiver or
other action which a Holder is entitled to give or take under the Indenture.
The Company understands that under existing industry practices, in the event
that the Company requests any action of Holders or that an owner of a
beneficial interest in such a Global Security desires to give or take any
action which a Holder is entitled to give or take under the Indenture, the
Depositary would authorize the participants holding the relevant beneficial
interests to give or take such action, and such participants would authorize
beneficial owners owning through such participants to give or take such action
or would otherwise act upon the instructions of beneficial owners through
them.
The Depositary has advised the Company and the Underwriters as follows: The
Depositary is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. The Depositary holds securities that its
participants deposit with the Depositary. The Depositary also facilitates the
settlement among participants of securities transactions, such as transfers
and pledges in deposited securities through electronic computerized book-entry
changes in participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct participants include securities
brokers and dealers (including the Underwriters), banks, trust companies,
clearing corporations, and certain other organizations ("Direct
Participants"). The Depositary is owned by a number of its Direct Participants
and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc.,
and the National Association of Securities Dealers, Inc. Access to the
Depositary's system is also available to others, such as securities brokers
and dealers, banks and trust companies that clear through or maintain a
custodial relationship with a Direct Participant, either directly or
indirectly. The rules applicable to the Depositary and its participants are on
file with the Securities and Exchange Commission.
S-5
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
the Company has agreed to sell to each of the Underwriters named below, and
each of such Underwriters for whom Goldman, Sachs & Co., J.P. Morgan
Securities Inc. and Morgan Stanley & Co. Incorporated are acting as
representatives, has severally agreed to purchase from the Company, the
principal amount of the Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
UNDERWRITER OF NOTES
----------- ------------
<S> <C>
Goldman, Sachs & Co. ............................................. $ 90,000,000
J.P. Morgan Securities Inc. ...................................... 90,000,000
Morgan Stanley & Co. Incorporated................................. 90,000,000
BA Securities, Inc. .............................................. 15,000,000
Chase Securities Inc. ............................................ 15,000,000
------------
Total......................................................... $300,000,000
============
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Notes, if any are
taken.
The Underwriters propose to offer the Notes in part directly to the public
at the initial public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain securities dealers at such price
less a concession of 0.40% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to
exceed 0.25% of the principal amount of the Notes to certain brokers and
dealers. After the Notes are released for sale to the public, the offering
price and other selling terms may from time to time be varied by the
Underwriters.
The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriters that the Underwriters intend
to make a market in the Notes but are not obligated to do so and may
discontinue market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for the Notes.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
In the ordinary course of business, affiliates of J.P. Morgan Securities
Inc. and Chase Securities Inc. have engaged in and may in the future engage in
commercial banking transactions with the Company.
LEGAL OPINIONS
The validity of the Notes will be passed upon for the Company by John M.
Coleman, Senior Vice President-Law and Public Affairs of the Company, and for
the Underwriters, by White & Case. Mr. Coleman owns beneficially approximately
12,797 shares of the Company's common stock. He holds options to purchase
69,850 additional shares of the Company's common stock that were granted to
Mr. Coleman pursuant to the Company's 1984 Long-Term Incentive Plan and he
holds options to purchase 59,025 additional shares of the Company's common
stock granted to him pursuant to the Company's 1994 Long-Term Incentive Plan.
EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Annual Report on Form 10-K of Campbell Soup Company for the fiscal year ended
July 28, 1996 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm
as experts in auditing and accounting.
S-6
<PAGE>
PROSPECTUS
[LOGO OF CAMPBELL SOUP COMPANY]
Debt Securities
---------------
Campbell Soup Company (the "Company") may offer, from time to time, debt
securities consisting of debentures, notes and/or other unsecured evidence of
indebtedness (the "Debt Securities") at an aggregate initial offering price
not to exceed $1,000,000,000, or, if the principal of the Debt Securities is
payable in a foreign or composite currency, the equivalent thereof at the time
of the offering, on terms to be determined by the Company at the time of sale.
When a particular series of Debt Securities is offered (the "Offered Debt
Securities"), a supplement to this Prospectus (the "Prospectus Supplement")
will be delivered with this Prospectus setting forth the terms of such Offered
Debt Securities, including, if applicable, the specific designation, aggregate
principal amount, denominations, currency, purchase price, maturity, rate
(which may be fixed or variable) and time of payment of interest, redemption
terms and any listing on a securities exchange of the Offered Debt Securities.
The Debt Securities of a series may be issued in registered or bearer form
or both. In addition, all or a portion of the Debt Securities of a series may
be issued in temporary or permanent global form and may be issued as book-
entry securities ("Book-Entry Securities"). Debt Securities in bearer form
will be offered only to non-United States persons and to offices located
outside the United States of certain United States financial institutions. The
Prospectus Supplement will specify whether the Offered Debt Securities will be
issued in registered, bearer, global and/or Book-Entry form.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
---------------
The Offered Debt Securities may be sold directly, through agents designated
from time to time or through underwriters or dealers, which may be a group of
underwriters represented by one or more firms, or through a combination of
such methods. See "Plan of Distribution." If any agents of the Company or any
underwriters or dealers are involved in the sale of the Offered Debt
Securities, the names of such agents, underwriters or dealers and any
applicable commissions or discounts will be set forth in the Prospectus
Supplement. The net proceeds to the Company from such sale will be set forth
in the Prospectus Supplement.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 6, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected without charge at the public reference
facilities maintained by the Commission at Room 2120, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: New York Regional Office, 7 World Trade Center, New
York. New York 10048; Chicago Regional Office, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of such materials can be obtained
from the Public Reference Branch of the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The
Commission also maintains a site on the World Wide Web that contains reports,
proxy and information statements and other information at http://www.sec.gov.
Such material can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, on which the Company's
common stock is listed.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments and exhibits, referred to as the "Registration
Statement") filed by the Company with the Commission under the Securities Act
of 1933, as amended (the "1933 Act"). This Prospectus omits certain of the
information contained in the Registration Statement, and reference is hereby
made to the Registration Statement for further information with respect to the
Company and the Debt Securities offered hereby. Any statements contained
herein concerning the provisions of any documents are not necessarily
complete, and, in each instance, reference is made to such document filed as a
part of the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in and made a part of this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
July 30, 1995, which incorporates by reference certain portions of
the Company's 1995 Annual Report to Shareowners.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
October 29, 1995, January 28, 1996 and April 28, 1996,
respectively.
3. The Company's Current Report on Form 8-K dated September 3, 1996.
4. The Company's Current Report on Form 8-K dated September 5, 1996.
All documents filed by the Company with the Commission pursuant to Section
13 (a), 13 (c), 14 or 15 (d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the Debt
Securities shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained (i)
in any subsequently filed document deemed to be incorporated herein or (ii) in
the accompanying Prospectus Supplement modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed to constitute
a part of the Registration Statement or this Prospectus, except as so modified
or superseded.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, on the request of any such person, a copy of any
or all of the documents incorporated herein by reference (other than exhibits
to such documents, unless such exhibits are specifically incorporated by
reference into the documents incorporated into this Prospectus). Requests for
such copies should be directed to the Corporate Secretary, Campbell Soup
Company, Campbell Place, Camden, New Jersey 08103-1799 (telephone: (609) 342-
6122).
2
<PAGE>
THE COMPANY
The Company is a leading global manufacturer and marketer of high quality,
branded convenience food products. The Company is a New Jersey corporation
organized on November 23, 1922; however, through predecessor organizations,
its beginnings in the food business can be traced back to 1869. The principal
executive offices of the Company are at Campbell Place, Camden, New Jersey
08103-1799.
The Company markets its products in the United States under the brand names:
Campbell's, Pepperidge Farm, Godiva, Vlasic, Swanson, Pace, V8, Franco-
American, Prego, SpaghettiOs, Marie's, Open Pit, Healthy Request, Home
Cookin', Creative Chef, Goldfish, Hungry-Man, Mac & More, Lunch and More,
Great Starts, and others. Significant trademarks used extensively outside the
United States include: Delacre, Arnott's, Swift, Habitant, Lacroix, Fray
Bentos, Homepride, Kohi, Target, Plate, Ace, La Patrona, Rowats, SONA, Royal
Mail, Tubble Gum, Roll up, Beeck, Kattus, Probare, Devos-Lemmens, Imperial,
Lutti, Leo, Kimball, Cheong Chan and others.
The products sold by the Company under these brands include heat processed
foods such as soups, juices, gravies, pasta, meat and vegetables; frozen foods
such as dinners, breakfasts, entrees, garlic breads and rolls, sandwiches,
meat pies, pastries and cakes; pickles, peppers and relishes; fresh bread and
rolls; croutons and stuffing; cookies, crackers and snacks; dry soups;
refrigerated foods such as salads, antipasto, salad dressings, dips, sauces,
desserts and entrees; vinegar, vegetable oils, mayonnaise and mustard; dessert
mixes; sauces, including salsa, picante, pasta and barbecue; nuts; pates;
chocolates and other confectionary items; bubble gum; fish; poultry; and fresh
mushrooms.
USE OF PROCEEDS
Except as may be set forth in a Prospectus Supplement, the Company intends
to use the net proceeds from the sales of the Debt Securities to repay short-
term debt, including short-term debt borrowed to fund purchases of common
stock of the Company under the Company's stock repurchase program, to reduce
or retire from time to time other indebtedness, and for other general
corporate purposes including use of funds for possible acquisitions.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's consolidated ratio of earnings
to fixed charges for the periods shown:
<TABLE>
<S> <C> <C> <C> <C> <C>
NINE
MONTHS FISCAL YEAR ENDED
ENDED ----------------------------------------------------------------------------------
-------
4/28/96 7/30/95 7/31/94 8/1/93 8/2/92 7/28/91
8.7 8.4 10.4 5.3 6.4 5.1
</TABLE>
The ratios of earnings to fixed charges were computed by dividing earnings
by fixed charges. For this purpose, earnings include earnings before equity in
earnings of affiliates and minority interests and taxes on earnings and fixed
charges. Fixed charges include interest and amortization of debt expenses and
the estimated interest component of rentals. In the fiscal year ended 1993,
the Company recorded a divestiture and restructuring charge of $353.0 million.
Excluding the effect of such charge, the ratio of earnings to fixed charges
for the fiscal year ended 1993 would have been 8.3.
3
<PAGE>
DESCRIPTION OF DEBT SECURITIES
Unless otherwise indicated in an accompanying Prospectus Supplement, the
Debt Securities will be issued under an Indenture (the "Indenture"), between
the Company and Bankers Trust Company, as Trustee, the form of which has been
filed as an exhibit to the registration statement of which this Prospectus
forms a part. The following summary of certain general provisions of the
Indenture and the Debt Securities does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, the provisions
of the Indenture, including the definitions therein of certain terms. The
particular terms of the Offered Debt Securities and the extent, if any, to
which such general provisions may apply to the Offered Debt Securities will be
described in the Prospectus Supplement relating to such Offered Debt
Securities. Capitalized terms used and not otherwise defined in this section
shall have the meanings assigned to them in the Indenture.
GENERAL
The Indenture does not limit the amount of Debt Securities which may be
issued thereunder and provides that Debt Securities may be issued thereunder
up to the aggregate principal amount which may be authorized from time to
time. The Debt Securities may be issued from time to time in one or more
series. The Debt Securities will be unsecured and will rank on a parity with
all other unsecured and unsubordinated indebtedness of the Company.
Reference is made to the Prospectus Supplement relating to the particular
series of Offered Debt Securities offered thereby for the following terms of
the Offered Debt Securities: (i) the designation, aggregate principal amount
and authorized denominations of the Offered Debt Securities; (ii) the price
(expressed as a percentage of the aggregate principal amount thereof) at which
the Offered Debt Securities will be issued; (iii) the date or dates on which
the Offered Debt Securities will mature; (iv) the rate per annum, if any, at
which the Offered Debt Securities will bear interest; (v) the date from which
such interest, if any, on the Offered Debt Securities will accrue, the dates
on which such interest, if any, will be payable, the date on which payment of
such interest, if any, will commence and, with respect to Offered Debt
Securities in registered form, the regular record dates for such interest
payment dates; (vi) any optional or mandatory sinking fund provisions; (vii)
the date, if any, after which and the price or prices at which the Offered
Debt Securities may, pursuant to any optional or mandatory redemption
provisions, be redeemed at the option of the Company or the Holder and any
other terms and provisions of such optional or mandatory redemptions; (viii)
the denominations in which any Offered Debt Securities of the series which are
Registered Securities will be issuable if other than denominations of $1,000
and any integral multiple thereof, and the denominations in which any Offered
Debt Securities of the series which are Bearer Securities will be issuable if
other than denominations of $5,000; (ix) if other than the principal amount
thereof, the portion of the principal amount of Offered Debt Securities of the
series which will be payable upon declaration of acceleration of maturity
thereof or provable in bankruptcy; (x) any Events of Default with respect to
the Offered Debt Securities of the series, if not set forth in the Indenture;
(xi) the currency or currencies, including composite currencies, in which
payment of the principal of (and premium, if any) and interest, if any, on the
Offered Debt Securities of the series will be payable (if other than the
currency of the United States of America), which unless otherwise specified
will be the currency of the United States of America as at the time of payment
which is the legal tender for payment of public or private debts; (xii) if the
principal of (and premium, if any), or interest, if any, on the Offered Debt
Securities of the series is to be payable, at the election of the Company or
any Holder thereof, in a coin or currency other than that in which the Offered
Debt Securities of the series are stated to be payable, the period or periods
within which, and the terms and conditions upon which, such election may be
made; (xiii) if such Offered Debt Securities are to be denominated in a
currency or currencies, including composite currencies, other than the
currency of the United States of America, the equivalent price in the
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currency of the United States of America; (xiv) if the amount of payments of
principal of (and premium if any), or portions thereof, or interest, if any,
on the Offered Debt Securities of the series may be determined with reference
to an index, formula or other method, the manner in which such amounts will be
determined; (xv) whether the Offered Debt Securities will be issuable in
registered or bearer form or both, any restrictions applicable to the offer,
sale or delivery of any Offered Debt Securities issuable in bearer form and
whether, and, if so, the terms upon which, any Offered Debt Securities in
bearer form will be exchangeable for Offered Debt Securities in registered
form; (xvi) whether such Debt Securities are to be issued in whole or in part
in the form of one or more Global Securities and, if so, the method of
transferring beneficial interest in such Global Security or Global Securities;
(xvii) whether the Debt Securities of any series shall be issued upon original
issuance in whole or in part in the form of one or more Book-Entry Securities;
(xviii) the application, if any, of certain provisions of the Indenture
relating to defeasance and discharge, and certain conditions thereto; (xix)
with respect to the Offered Debt Securities of the series, any deletions from,
modifications of or additions to the Events of Default or any covenants,
whether or not such Events of Default or covenants are consistent with the
Events of Default or covenants set forth in the Indenture; and (xx) any U.S.
Federal income tax consequences applicable to the Offered Debt Securities.
Debt Securities of a series may be issued in registered form ("Registered
Securities") or bearer form ("Bearer Securities") or both as specified in the
terms of the series, may be issued in whole or in part in the form of one or
more global securities ("Global Securities") and may be issued as Book-Entry
Securities that will be deposited with, or on behalf of, The Depository Trust
Company, or another depository (the "Depository") named by the Company and
identified in a Prospectus Supplement with respect to such series. The
Prospectus Supplement will specify whether the Offered Debt Securities will be
registered, bearer, global and/or Book-Entry form.
So long as the Depository for a Global Security or its nominee is the
registered owner of such Global Security, such Depository or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes. Except in
certain circumstances, owners of beneficial interests in a Global Security
will not be entitled to have any of the individual Debt Securities represented
by such Global Security registered in their names, will not receive or be
entitled to receive physical delivery of any such Debt Securities in
definitive form and will not be considered the owners or holders thereof.
Unless the Prospectus Supplement relating thereto specifies otherwise, Debt
Securities denominated in U.S. dollars will be issued only in denominations of
$1,000 or any integral multiple thereof, and Bearer Securities denominated in
U.S. dollars will be issued only in denominations of $5,000. The Prospectus
Supplement relating to a series of Debt Securities denominated in a foreign or
composite currency will specify the denomination thereof.
At the option of the Holder and subject to the terms of the Indenture,
Bearer Securities (with all unmatured coupons, except as provided below, and
all matured coupons in default) of any series will be exchangeable into an
equal aggregate principal amount of Registered Securities or, in the case of
global Bearer Securities, Registered Securities or Bearer Securities of the
same series (with the same interest rate and maturity date). Bearer Securities
surrendered in exchange for Registered Securities between a Regular Record
Date or a Special Record Date and the relevant date for payment of interest
shall be surrendered without the coupon relating to such date for payment of
interest and interest accrued as of such date will not be payable in respect
of the Registered Security issued in exchange for such Bearer Security, but
will be payable only to the Holder of such coupon when due in accordance with
the terms of the applicable Indenture. Registered Securities of any series
will be exchangeable into an equal aggregate principal amount of Registered
Securities of the same series (with the same interest rate and maturity date)
of different authorized denominations. Registered Securities may not be
exchanged for Bearer Securities.
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A Book-Entry Security may not be registered for transfer or exchange (other
than as a whole by the Depository to a nominee or by such nominee to such
Depository) unless (i) the Depository or such nominee notifies the Company
that it is unwilling or unable to continue as Depository, (ii) the Depository
ceases to be qualified as required by the Indenture, (iii) the Company
instructs the Trustee in accordance with the Indenture that such Book-Entry
Securities shall be so registrable and exchangeable, (iv) there shall have
occurred and be continuing an Event of Default or an event which after notice
or lapse of time would be an Event of Default with respect to the Debt
Securities evidenced by such Book-Entry Securities or (v) there shall exist
such other circumstances, if any, as may be specified in the applicable
Prospectus Supplement. No service charge will be made for any transfer or
exchange of the Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
principal (and premium, if any) will be payable and Registered Securities will
be transferable at the corporate trust office of the Trustee or such other
paying agent as the Company may appoint from time to time, as specified in the
applicable Prospectus Supplement. Unless other arrangements are made,
interest, if any, will be paid by checks mailed to the Holders of Registered
Securities at their registered addresses. Payment with respect to Debt
Securities represented by a Global Security registered in the name of a
Depository or its nominee will be made to the Depository or its nominee, as
the case may be, as the registered owner of the Global Security. To the extent
set forth in the Prospectus Supplement relating thereto, any Bearer Securities
and the coupons appertaining thereto will be payable against surrender
thereof, subject to any applicable laws and regulations, at the offices of
such paying agencies outside the United States as the Company may appoint from
time to time.
One or more series of the Debt Securities may be issued as discounted Debt
Securities (bearing no interest or interest at a rate which at the time of
issuance is below market rates) to be sold at a substantial discount below
their stated principal amount. U.S. Federal income tax consequences and other
special considerations applicable to any such discounted Debt Securities will
be described in the Prospectus Supplement relating thereto.
Under the Indenture, the Company will have the ability to issue Debt
Securities with terms different from those of Debt Securities previously
issued.
CERTAIN COVENANTS
RESTRICTION ON SECURED DEBT
If the Company or any Restricted Subsidiary shall incur or guarantee any
evidence of indebtedness for money borrowed ("Debt") secured by a mortgage,
pledge or lien ("Mortgage") on any Principal Property of the Company or any
Restricted Subsidiary, or on any share of stock or Debt of any Restricted
Subsidiary, the Company will secure or cause such Restricted Subsidiary to
secure all series of the Offered Debt Securities equally and ratably with (or,
at the Company's option, prior to) such secured Debt, unless the aggregate
amount of all such secured Debt, together with all Attributable Debt with
respect to sale and leaseback transactions involving Principal Properties
(with the exception of such transactions which are excluded as described in
"Restrictions on Sales and Leasebacks" below), would not exceed 10% of
Consolidated Net Assets.
The above restriction will not apply to, and there will be excluded from
secured Debt in any computation under such restrictions, Debt secured by (a)
Mortgages on property of, or on any shares of stock or Debt of, any
corporation existing at the time such corporation becomes a Restricted
Subsidiary, (b) Mortgages in favor of the Company or a Restricted Subsidiary,
(c) Mortgages in favor of governmental bodies to secure progress, advance or
other payments, (d) Mortgages on property,
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shares of stock or Debt existing at the time of acquisition thereof (including
acquisition through merger or consolidation) and purchase money and
construction Mortgages which are entered into within specified time limits,
(e) Mortgages securing industrial revenue or pollution control bonds, (f)
mechanics and similar liens arising in the ordinary course of business in
respect of obligations not due or being contested in good faith, (g) Mortgages
arising from deposits with or the giving of any form of security to any
governmental authority required as a condition in the transaction of business
or exercise of any privilege, franchise or license, (h) Mortgages for taxes,
assessments or governmental charges or levies which are not then due or, if
delinquent, are being contested in good faith, (i) Mortgages (including
judgment liens) arising from legal proceedings being contested in good faith
and (j) any extension, renewal or refunding of any Mortgage referred to in the
foregoing clauses (a) through (i) inclusive.
RESTRICTION ON SALES AND LEASEBACKS
Neither the Company nor any Restricted Subsidiary may enter into any sale
and leaseback transaction involving any Principal Property, unless the
aggregate amount of all Attributable Debt with respect to such transactions
plus all Debt secured by Mortgages on Principal Properties (with the exception
of secured Debt which is excluded as described in "Restrictions on Secured
Debt" above) would not exceed 10% of Consolidated Net Assets.
This restriction will not apply to, and there shall be excluded from
Attributable Debt in any computation under such restriction, any sale and
leaseback transaction if (a) the lease is for a period, including renewal
rights, of not in excess of five years, (b) the sale or transfer of the
Principal Property is made within a specified period after its acquisition or
construction, (c) the lease secures or relates to industrial revenue or
pollution control bonds, (d) the transaction is between the Company and a
Restricted Subsidiary or between Restricted Subsidiaries, or (e) the Company
or such Restricted Subsidiary, within 180 days after the sale is completed,
applies to the retirement of Funded Debt of the Company or a Restricted
Subsidiary, or to the purchase of other property which will constitute
Principal Property of a value at least equal to the value of the Principal
Property leased, an amount not less than the greater of (i) the net proceeds
of the sale of the Principal Property leased or (ii) the fair market value of
the Principal Property leased. In lieu of applying proceeds to the retirement
of Funded Debt, debentures or notes (including the Debt Securities) of the
Company or a Restricted Subsidiary may be surrendered to the applicable
trustee for cancellation at a value equal to the then applicable optional
redemption price thereof or the Company or a Restricted Subsidiary may credit
the principal amount of Funded Debt voluntarily retired within 180 days after
such sale.
Unless otherwise indicated in a Prospectus Supplement, the covenants
contained in the Indenture and the Debt Securities would not necessarily
afford Holders of the Debt Securities protection in the event of a highly
leveraged or other transaction involving the Company that may adversely affect
Holders.
CERTAIN DEFINITIONS
"Attributable Debt" means, as to any particular lease under which any Person
is at the time liable and at any date as of which the amount thereof is to be
determined, the total net amount of rent required to be paid by such Person
under such lease during the remaining primary term thereof, discounted from
the respective due dates thereof to such date at the actual percentage rate
inherent in such arrangements as determined in good faith by the Company. The
net amount of rent required to be paid under any such lease for any such
period shall be the aggregate amount of the amount payable by the lessee with
respect to such period after excluding amounts required to be paid on account
of maintenance and repairs, insurance, taxes, assessments, water rates and
similar charges. In the case of any lease which is terminable by the lessee
upon the payment of a penalty, such net amount shall also include the amount
of such penalty, but no rent shall be considered as required to be paid under
such lease subsequent to the first date upon which it may be terminated.
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"Consolidated Net Assets" means total assets after deducting therefrom all
current liabilities as set forth on the most recent balance sheet of the
Company and its consolidated subsidiaries and computed in accordance with
generally accepted accounting principles.
"Funded Debt" means (i) all indebtedness for money borrowed having a
maturity of more than 12 months from the date as of which the determination is
made or having a maturity of 12 months or less but by its terms being
renewable or extendable beyond 12 months from such date at the option of the
borrower and (ii) rental obligations payable more than 12 months from such
date under leases which are capitalized in accordance with generally accepted
accounting principles (such rental obligations to be included as Funded Debt
at the amount so capitalized).
"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
"Principal Property" means any manufacturing or processing plant or
warehouse owned at the date hereof or hereafter acquired by the Company or any
Restricted Subsidiary of the Company which is located within the United States
of America and the gross book value (including related land and improvements
thereon and all machinery and equipment included therein without deduction of
any depreciation reserves) of which on the date as of which the determination
is being made exceeds 2% of Consolidated Net Assets other than (i) any
property which in the opinion of the Board of Directors is not of material
importance to the total business conducted by the Company as an entirety or
(ii) any portion of a particular property which is similarly found not to be
of material importance to the use or operation of such property.
"Restricted Subsidiary" means a Subsidiary of the Company (i) substantially
all the property of which is located, or substantially all the business of
which is carried on, within the United States of America and (ii) which owns a
Principal Property, but does not include a Subsidiary of the Company engaged
primarily in the development and sale or financing of real property.
MERGER AND CONSOLIDATION
The Company covenants that it will not merge or sell, convey, transfer or
lease all or substantially all of its assets unless the successor Person is
the Company or another Person that assumes the Company's obligations on the
Debt Securities and under the Indenture and, after giving effect to such
transaction, the Company or the successor Person would not be in default under
the Indenture.
EVENTS OF DEFAULT
The Indenture defines "Events of Default" with respect to the Debt
Securities of any series as being one of the following events: (i) default in
the payment of any installment of interest on that series for 30 days after
becoming due; (ii) default in the payment of principal (or premium, if any) on
that series when due; (iii) default in the performance of any other covenant
with respect to the Debt Securities of that series or in the Indenture (other
than a covenant included in the Indenture solely for the benefit of any series
of Debt Securities other than that series) continued for 90 days after notice;
(iv) certain events of bankruptcy, insolvency or reorganization; and (v) any
other Event of Default provided with respect to Debt Securities of that
series. The Indenture contains no Events of Default or other provisions which
specifically afford holders of the Debt Securities protection in the event of
a highly leveraged transaction.
If an Event of Default shall occur and be continuing with respect to the
Debt Securities of any series, either the Trustee or the Holders of at least
25% in principal amount of the Debt Securities of that series then outstanding
may declare the principal (or such portion thereof as may be specified in
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the Prospectus Supplement relating to such series) of the Debt Securities of
such series and the accrued interest thereon, if any, to be due and payable.
The Indenture provides that the Trustee shall, within 90 days after the
occurrence of a default known to a Responsible Officer of the Trustee, give
the Holders of Debt Securities notice of all uncured defaults known to it (the
term "default" to mean the events specified above without grace periods);
provided that, except in the case of default in the payment of principal of or
interest on any Debt Security, the Trustee shall be protected in withholding
such notice if it in good faith determines the withholding of such notice is
in the interest of the Holders of Debt Securities. At any time after such
declaration of acceleration has been made, but before a judgment or decree for
payment of the money due has been obtained by the Trustee, the Holders of a
majority in principal amount of the Debt Securities of that series then
outstanding, by written notice to the Company and the Trustee, may, in certain
circumstances, rescind and annul such declaration.
The Company will be required to furnish to the Trustee annually a statement
by certain officers of the Company to the effect that to the best of their
knowledge the Company is not in default in the fulfillment of any of its
obligations under the Indenture or, if there has been a default in the
fulfillment of any such obligation, specifying each such default.
The Holders of a majority in principal amount of the outstanding Debt
Securities of any series will have the right, subject to certain limitations,
to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee with respect to the Debt Securities of such series, and to waive
certain defaults with respect thereto. The Indenture will provide that in case
an Event of Default shall occur and be continuing, the Trustee shall exercise
such of its rights and powers under the Indenture, and use the same degree of
care and skill in its exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs. Subject to such
provisions, the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request of any of the holders of
Debt Securities unless they first shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might
be incurred by it in compliance with such request.
MODIFICATION OF THE INDENTURE AND WAIVER
The Indenture provides that the Company and the Trustee may enter into
supplemental indentures without the consent of the Holders to: (a) evidence
the assumption by a successor corporation of the obligations of the Company,
(b) add covenants for the protection of the Holders of Debt Securities, (c)
add any additional Events of Default, (d) cure any ambiguity or correct any
inconsistency in such Indenture, (e) establish the form or terms of Debt
Securities of any series, (f) secure the Securities and related coupons, if
any, and (g) evidence the acceptance of appointment by a successor trustee.
With certain exceptions, the Indenture may be modified or amended with the
consent of the Holders of not less than a majority in principal amount of the
outstanding Debt Securities of each series affected by the modification;
provided, however, that no such modification or amendment may be made, without
the consent of the holder of each Debt Security affected, which would, among
other things, (i) reduce the principal amount of or the interest on any Debt
Security, change the stated maturity of the principal of, or any installment
of interest on, any Debt Security or the other terms of payment thereof, (ii)
reduce the above-stated percentage of Debt Securities, the consent of the
Holders of which is required to modify or amend the Indenture, or the
percentage of Debt Securities of any series, the consent of the Holders of
which is required to waive certain past defaults or (iii) change any
obligation of the Company to maintain an office or agency in the places and
for the purposes specified in Section 10.2 of the Indenture.
The Holders of at least a majority in principal amount of the Debt
Securities of each series outstanding may, on behalf of the Holders of all the
Debt Securities of that series, waive, insofar as that series is concerned,
compliance by the Company with certain restrictive provisions of the
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Indenture, unless a greater percentage of such principal amount is specified
in the applicable Prospectus Supplement. The Holders of not less than a
majority in principal amount of the Debt Securities of each series outstanding
may, on behalf of all Holders of Debt Securities of that series, waive any
past default under the Indenture, except a default (a) in the payment of
principal of (and premium, if any) or any interest on any Debt Security of
such series, and (b) in respect of a covenant or provision of the Indenture
which cannot be modified or amended without the consent of the Holder of each
Debt Security of such series outstanding affected.
DEFEASANCE AND DISCHARGE
The Indenture provides that the Company may specify that, with respect to
the Debt Securities of a certain series, it will be discharged from any and
all obligations in respect of such Debt Securities (except for certain
obligations to register the transfer or exchange of Debt Securities, to
replace stolen, lost or mutilated Debt Securities, to maintain paying agencies
and hold monies for payment in trust and, if so specified with respect to the
Debt Securities of a certain series, to pay the principal of (and premium, if
any) and interest, if any, on such specified Debt Securities) upon the deposit
with the Trustee, in trust, of money and/or U.S. Government Obligations which
through the payment of interest and principal thereof in accordance with their
terms will provide money in an amount sufficient to pay any installment of
principal (and premium, if any) and interest, if any, on and any mandatory
sinking fund payments in respect of such Debt Securities on the stated
maturity of such payments in accordance with the terms of the Indenture and
such Debt Securities. If so specified with respect to the Debt Securities of a
series, such a trust may only be established if establishment of the trust
would not cause the Debt Securities of any such series listed on any
nationally recognized securities exchange to be de-listed as a result thereof.
Also, if so specified with respect to a series of Debt Securities, such
establishment of such a trust may be conditioned on the delivery by the
Company to the Trustee of an Opinion of Counsel (who may be counsel to the
Company) to the effect that, based upon applicable U.S. Federal income tax law
or a ruling published by the United States Internal Revenue Service, such a
defeasance and discharge will not be deemed, or result in, a taxable event
with respect to Holders of such Debt Securities. The designation of such
provisions, U.S.Federal income tax consequences and other considerations
applicable thereto will be described in the Prospectus Supplement relating
thereto.
CONCERNING THE TRUSTEE
Bankers Trust Company is the Trustee under the Indenture and has been
appointed by the Company as initial Security Registrar with regard to the Debt
Securities.
The Trustee acts as fiscal agent for the Company for several debt offerings
inside the United States and performs other services for the Company in the
normal course of its business.
PLAN OF DISTRIBUTION
GENERAL
The Company may sell Offered Debt Securities (i) to or through underwriters
or dealers; (ii) through agents; (iii) directly to purchasers; or (iv) through
a combination of any such methods of sale. Any such underwriter, dealer or
agent may be deemed to be an underwriter within the meaning of the 1933 Act.
The Prospectus Supplement relating to the Offered Debt Securities will set
forth their offering terms, including the name or names of any underwriters,
the purchase price of the Offered Debt Securities and the proceeds to the
Company from such sale, any underwriting discounts, commissions and other
items constituting underwriters' compensation, any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers
and any securities exchanges on which the Offered Debt Securities may be
listed.
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If underwriters are used in the sale, the Offered Debt Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices. The Offered Debt
Securities may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more of
such firms. Unless otherwise set forth in the Prospectus Supplement, the
obligations of the underwriters to purchase the Offered Debt Securities will
be subject to certain conditions precedent and the underwriters will be
obligated to purchase all the Offered Debt Securities if any are purchased.
Any initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of Offered Debt
Securities may be entitled to indemnification or contribution by the Company
against certain liabilities, including liabilities under the 1933 Act.
The specific terms and manner of sale of Offered Debt Securities will be set
forth or summarized in the Prospectus Supplement.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters or other persons acting as the Company's agents to solicit offers
by certain institutions to purchase Offered Debt Securities from the Company
pursuant to contracts providing for payment and delivery on a future date.
Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases will be
subject to acceptance by the Company. The obligations of any purchaser under
any such contracts will be subject to the condition that the purchase of
Offered Debt Securities shall not at the time of delivery be prohibited under
the laws of the jurisdiction to which such purchaser is subject. The
underwriters and such other persons will not have any responsibility in
respect of the validity or performance of such contracts.
Each series of Offered Debt Securities will be a new issue with no
established trading market. Any underwriters to whom Offered Debt Securities
are sold by the Company for public offering and sale may make a market in such
Offered Debt Securities, but such underwriters will not be obligated to do so
and may discontinue any market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for any Offered Debt
Securities.
LEGAL OPINIONS
The validity of the Offered Debt Securities will be passed upon for the
Company by John M. Coleman, Senior Vice President-Law and Public Affairs of
the Company, and for the underwriters, dealers or agents, if any, by counsel
to be specified in the Prospectus Supplement. Mr. Coleman owns beneficially
approximately 12,797 shares of the Company's common stock. He holds options to
purchase 69,850 additional shares of the Company's common stock that were
granted to Mr. Coleman pursuant to the Company's 1984 Long-Term Incentive Plan
and he holds options to purchase 59,025 additional shares of the Company's
common stock granted to him pursuant to the Company's 1994 Long-Term Incentive
Plan.
EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Annual Report on Form 10-K of Campbell Soup Company for the fiscal year ended
July 30, 1995 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm
as experts in auditing and accounting. The financial statements of Pace Foods,
Ltd. for the year ended December 31, 1994, appearing in the Campbell Soup
Company Current Report on Form 8-K dated September 3, 1996, have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such financial
statements referred to above are incorporated herein by reference in reliance
upon such report given upon the authority of such firm as experts in auditing
and accounting.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS
NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Use of Proceeds............................................................ S-2
Recent Developments........................................................ S-2
Aggregate Indebtedness..................................................... S-2
Ratio of Earnings to Fixed Charges......................................... S-2
Description of the Notes................................................... S-3
Underwriting............................................................... S-6
Legal Opinions............................................................. S-6
Experts.................................................................... S-6
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents
by Reference.............................................................. 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Ratio of Earnings to Fixed Charges......................................... 3
Description of Debt Securities............................................. 4
Plan of Distribution....................................................... 10
Legal Opinions............................................................. 11
Experts.................................................................... 11
</TABLE>
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$300,000,000
[LOGO OF CAMPBELL SOUP COMPANY]
6.90% NOTES
DUE OCTOBER 15, 2006
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PROSPECTUS SUPPLEMENT
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GOLDMAN, SACHS & CO.
J.P. MORGAN & CO.
MORGAN STANLEY & CO.
INCORPORATED
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