<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
----------------
CAMPBELL SOUP COMPANY
(NAME OF ISSUER)
CAMPBELL SOUP COMPANY
(NAME OF PERSON(S) FILING STATEMENT)
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CAPITAL STOCK, PAR VALUE $.075 PER SHARE
(TITLE OF CLASS OF SECURITIES)
134429 10 9
(CUSIP NUMBER OF CLASS OF SECURITIES)
JOHN M. COLEMAN, SENIOR VICE PRESIDENT--
LAW AND PUBLIC AFFAIRS
CAMPBELL SOUP COMPANY
CAMPBELL PLACE
CAMDEN, NEW JERSEY 08103-1799
(609) 342-4800
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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COPY TO:
LOU R. KLING
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
----------------
SEPTEMBER 12, 1996
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$1,440,000,000 $288,000
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* Calculated solely for purposes of determining the filing fee, based upon
the purchase of 18,000,000 shares at the maximum tender offer price per
share of $80.00.
[_]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date File: N/A
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<PAGE>
This Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement")
relates to the tender offer by Campbell Soup Company, a New Jersey corporation
(the "Company"), to purchase up to 18,000,000 shares of capital stock, par
value $.075 per share (the "Shares") at prices, net to the seller in cash, not
greater than $80.00 nor less than $69.00 per Share, upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated September 12, 1996
(the "Offer to Purchase") and the related Letter of Transmittal (which are
herein collectively referred to as the "Offer"). Copies of such documents are
filed as Exhibits (a)(1) and (a)(2), respectively, to this Statement.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is Campbell Soup Company, a New Jersey
corporation. The address of its principal executive offices is Campbell Place,
Camden, New Jersey 08103-1799.
(b) The information set forth in "Introduction," "Section 1. Number of
Shares; Proration" and "Section 9. Interests of Directors and Executive
Officers; Transactions and Arrangements Concerning the Shares" in the Offer to
Purchase is incorporated herein by reference. The Offer is being made to all
holders of Shares, including officers, directors and affiliates of the
Company, although the Company has been advised that none of its directors or
executive officers intends to tender any Shares pursuant to the Offer.
(c) The information set forth in "Introduction" and "Section 7. Price Range
of Shares; Dividends" in the Offer to Purchase is incorporated herein by
reference.
(d) This Statement is being filed by the issuer.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in "Section 10. Source and Amount of
Funds" in the Offer to Purchase is incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER.
(a)-(j) The information set forth in "Introduction," "Section 8. Background
and Purpose of the Offer; Certain Effects of the Offer," "Section 9. Interests
of Directors and Executive Officers; Transactions and Arrangements Concerning
the Shares," "Section 10. Source and Amount of Funds" and "Section 12. Effects
of the Offer on the Market for Shares; Registration Under the Exchange Act" in
the Offer to Purchase is incorporated herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in "Section 9. Interests of Directors and
Executive Officers; Transactions and Arrangements Concerning the Shares" and
"Schedule I--Certain Transactions Involving Shares" in the Offer to Purchase
is incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The information set forth in "Introduction," "Section 8. Background and
Purpose of the Offer; Certain Effects of the Offer" and "Section 9. Interests
of Directors and Executive Officers; Transactions and Arrangements Concerning
the Shares" in the Offer to Purchase is incorporated herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in "Introduction" and "Section 16. Fees and
Expenses" in the Offer to Purchase is incorporated herein by reference.
<PAGE>
ITEM 7. FINANCIAL INFORMATION.
(a)-(b) The information set forth in "Section 11. Certain Information About
the Company" in the Offer to Purchase is incorporated herein by reference. The
information set forth on (i) pages F-10 through F-26 of the Company's Annual
Report on Form 10-K for the fiscal year ended July 30, 1995, filed as Exhibit
(g)(1) hereto; (ii) pages F-10 through S-3 of the Company's Annual Report on
Form 10-K for the fiscal year ended July 31, 1994, filed as Exhibit (g)(2)
hereto; (iii) pages 2 through 6 of the Company's Quarterly Report on Form 10-Q
for the quarter ended April 28, 1996, filed as Exhibit (g)(3) hereto; (iv)
pages 2 through 6 of the Company's Quarterly Report on Form 10-Q for the
quarter ended January 28, 1996, filed as Exhibit (g)(4) hereto; (v) pages 2
through 6 of the Company's Quarterly Report on Form 10-Q for the quarter ended
October 29, 1995, filed as Exhibit (g)(5) hereto; and (vi) the form of press
release issued by the Company, dated September 4, 1996, filed as Exhibit
(g)(6) hereto, in each case, is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) The information set forth in "Section 13. Certain Legal Matters;
Regulatory and Foreign Approvals" in the Offer to Purchase is incorporated
herein by reference.
(c) The information set forth in "Section 12. Effects of the Offer on the
Market for Shares; Registration Under the Exchange Act" in the Offer to
Purchase is incorporated herein by reference.
(d) Not applicable.
(e) The information set forth in the Offer to Purchase and the related
Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)
and (a)(2), respectively, is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<C> <S>
(a)(1) Form of Offer to Purchase dated September 12, 1996.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) Form of Letter dated September 12, 1996 to shareowners from the
Chairman, President and Chief Executive Officer of the Company.
(a)(7) Form of Letter from the Company to Participants in the Company's
Savings and 401(k) Plan for Salaried Employees and its Savings and
401(k) Plan for Hourly-Paid Employees.
(a)(8) Form of Instruction Letter from the Trustee to Participants in the
Company's Savings and 401(k) Plan for Salaried Employees and its
Savings and 401(k) Plan for Hourly-Paid Employees.
(a)(9) Form of Letter from Campbell Soup Company Ltd to Participants in its
Group RRSP and Savings Plan.
(a)(10) Form of Letter from the Trustee and Manager to Participants in the
Campbell Soup Company Ltd's Group RRSP and Savings Plan.
(a)(11) Form of Press Release issued by the Company dated September 10,
1996.
</TABLE>
2
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<TABLE>
<C> <S>
(a)(12) Form of Summary Advertisement dated September 12, 1996.
(a)(13) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(b) Not applicable.
(c) Voting Trust Agreement, dated as of June 2, 1990, as amended.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g)(1) Pages F-10 through F-26 of the Company's Annual Report on Form 10-K
for the fiscal year ended July 30, 1995.
(g)(2) Pages F-10 through S-3 of the Company's Annual Report on Form 10-K
for the fiscal year ended July 31, 1994.
(g)(3) Pages 2 through 6 of the Company's Quarterly Report on Form 10-Q for
the quarter ended April 28, 1996.
(g)(4) Pages 2 through 6 of the Company's Quarterly Report on Form 10-Q for
the quarter ended January 28, 1996.
(g)(5) Pages 2 through 6 of the Company's Quarterly Report on Form 10-Q for
the quarter ended October 29, 1995.
(g)(6) Form of Press Release issued by the Company, dated September 4,
1996.
(g)(7) Form of Press Releases issued by the Company, dated September 5,
1996.
</TABLE>
3
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
CAMPBELL SOUP COMPANY
By: /s/ Anthony P. DiSilvestro
-------------------------------
ANTHONY P. DISILVESTRO DEPUTY
TREASURER
Dated: September 12, 1996
4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
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ITEM DESCRIPTION PAGE
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<C> <S> <C>
(a)(1) Form of Offer to Purchase dated September 12, 1996. ............
(a)(2) Form of Letter of Transmittal. .................................
(a)(3) Form of Notice of Guaranteed Delivery. .........................
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees. .................................
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees. .........
(a)(6) Form of Letter dated September 12, 1996 to shareowners from the
Chairman, President and Chief Executive Officer of the
Company. ......................................................
(a)(7) Form of Letter from the Company to Participants in the Company's
Savings and 401(k) Plan for Salaried Employees and its Savings
and 401(k) Plan for Hourly-Paid Employees. ....................
(a)(8) Form of Instruction Letter from the Trustee to Participants in
the Company's Savings and 401(k) Plan for Salaried Employees
and its Savings and 401(k) Plan for Hourly-Paid Employees. ....
(a)(9) Form of Letter from Campbell Soup Company Ltd to Participants in
its Group RRSP and Savings Plan. ..............................
(a)(10) Form of Letter from the Trustee and Manager to Participants in
the Campbell Soup Company Ltd's Group RRSP and Savings Plan. ..
(a)(11) Form of Press Release issued by the Company dated September 10,
1996. .........................................................
(a)(12) Form of Summary Advertisement dated September 12, 1996. ........
(a)(13) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9. .......................................
(b) Not applicable. ................................................
(c) Voting Trust Agreement, dated as of June 2, 1990, as amended. ..
(d) Not applicable. ................................................
(e) Not applicable. ................................................
(f) Not applicable. ................................................
(g)(1) Pages F-10 through F-26 of the Company's Annual Report on Form
10-K for the fiscal year ended July 30, 1995. .................
(g)(2) Pages F-10 through S-3 of the Company's Annual Report on Form
10-K for the fiscal year ended July 31, 1994. .................
(g)(3) Pages 2 through 6 of the Company's Quarterly Report on Form 10-Q
for the quarter ended April 28, 1996. .........................
(g)(4) Pages 2 through 6 of the Company's Quarterly Report on Form 10-Q
for the quarter ended January 28, 1996. .......................
(g)(5) Pages 2 through 6 of the Company's Quarterly Report on Form 10-Q
for the quarter ended October 29, 1995. .......................
(g)(6) Form of Press Release issued by the Company, dated September 4,
1996. .........................................................
(g)(7) Form of Press Releases issued by the Company, dated September 5,
1996. .........................................................
</TABLE>
<PAGE>
Exhibit (a)(1)
CAMPBELL SOUP COMPANY
OFFER TO PURCHASE FOR CASH UP TO 18,000,000 SHARES OF ITS CAPITAL STOCK
AT A PURCHASE PRICE NOT GREATER THAN $80.00 NOR LESS THAN $69.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MID-
NIGHT, NEW YORK CITY TIME, ON THURSDAY, OCTOBER 10, 1996, UNLESS THE OFFER
IS EXTENDED.
Campbell Soup Company, a New Jersey corporation (the "Company"), invites its
shareowners to tender shares of its capital stock, par value $.075 per share
(the "Shares"), to the Company at prices not greater than $80.00 nor less than
$69.00 per Share in cash, specified by tendering shareowners, upon the terms
and subject to the conditions set forth in this Offer to Purchase and the re-
lated Letter of Transmittal (which together constitute the "Offer").
The Company will, upon the terms and subject to the conditions of the Offer,
determine a single per Share price (not greater than $80.00 nor less than
$69.00 per Share), net to the seller in cash (the "Purchase Price"), that it
will pay for Shares validly tendered and not withdrawn pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified
by tendering shareowners. The Company will select the lowest Purchase Price
that will allow it to buy 18,000,000 Shares (or such lesser number of Shares
as are validly tendered at prices not greater than $80.00 nor less than $69.00
per Share) validly tendered and not withdrawn pursuant to the Offer. The Com-
pany will pay the Purchase Price for all Shares validly tendered at prices at
or below the Purchase Price and not withdrawn, upon the terms and subject to
the conditions of the Offer including the proration terms hereof. The Company
reserves the right, in its sole discretion, to purchase more than 18,000,000
Shares pursuant to the Offer.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6.
The Company anticipates that its next regular quarterly dividend payment
will be considered at a meeting of the Board of Directors of the Company to be
held in late September 1996. It is presently expected that if a quarterly div-
idend is declared at such meeting, it will be payable to the shareowners of
record as of October 9, 1996. Since the Expiration Date (as defined herein)
will occur after October 9, 1996, holders of record on such date of Shares
purchased in the Offer will be entitled to receive any dividend declared by
the Board of Directors of the Company to be paid to shareowners of record as
of October 9, 1996 regardless of whether such Shares were tendered pursuant to
the Offer prior to, on or after October 9, 1996. The Shares are listed and
principally traded on the New York Stock Exchange, Inc. (the "NYSE") under the
symbol "CPB." On September 4, 1996, the last full trading day on the NYSE
prior to the issuance by the Company of the first of certain press releases
described in Section 11 of this Offer to Purchase, the closing per Share sales
price as reported on the NYSE Composite Tape was $67.50. On September 10,
1996, the last full trading day on the NYSE prior to the announcement by the
Company of the price range of and the number of Shares sought in the Offer,
the closing per Share sales price as reported on the NYSE Composite Tape was
$76.375. SHAREOWNERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE
SHARES. SEE SECTION 7.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
SHAREOWNERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO ANY SHAREOWNER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING SHARES. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR
EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
----------------
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO.
----------------
The Date of this Offer to Purchase is September 12, 1996.
<PAGE>
IMPORTANT
Any shareowners desiring to tender all or any portion of their Shares should
either (i) complete and sign the Letter of Transmittal or a facsimile thereof
in accordance with the instructions in the Letter of Transmittal, mail or de-
liver it with any required signature guarantee and any other required docu-
ments to First Chicago Trust Company of New York (the "Depositary"), and ei-
ther mail or deliver the stock certificates for such Shares to the Depositary
(with all such other documents) or follow the procedure for book-entry deliv-
ery set forth in Section 3, or (ii) request a broker, dealer, commercial bank,
trust company or other nominee to effect the transaction for such shareowner.
A shareowner having Shares registered in the name of a broker, dealer, commer-
cial bank, trust company or other nominee must contact that broker, dealer,
commercial bank, trust company or other nominee if such shareowner desires to
tender such Shares. Shareowners who desire to tender Shares and whose certifi-
cates for such Shares are not immediately available or who cannot comply with
the procedure for book-entry transfer on a timely basis or whose other re-
quired documentation cannot be delivered to the Depositary, in any case, by
the expiration of the Offer should tender such Shares by following the proce-
dures for guaranteed delivery set forth in Section 3. TO EFFECT A VALID TENDER
OF SHARES, SHAREOWNERS MUST VALIDLY COMPLETE THE LETTER OF TRANSMITTAL, IN-
CLUDING THE SECTION RELATING TO THE PRICE AT WHICH THEY ARE TENDERING SHARES.
Questions and requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery
may be directed to the Information Agent at its address and telephone number
set forth on the back cover of this Offer to Purchase.
2
<PAGE>
SUMMARY
This general summary is provided for the convenience of the Company's
shareowners and is qualified in its entirety by reference to the full text and
more specific details of this Offer to Purchase.
Number of Shares to be
Purchased..................
18,000,000 Shares (or such lesser number of
Shares as are validly tendered).
Purchase Price.............. The Company will determine a single per Share net
cash price, not greater than $80.00 nor less than
$69.00 per Share, that it will pay for Shares
validly tendered. All Shares acquired in the Of-
fer will be acquired at the Purchase Price even
if tendered below the Purchase Price. Each
shareowner desiring to tender Shares must specify
in the Letter of Transmittal the minimum price
(not greater than $80.00 nor less than $69.00 per
Share) at which such shareowner is willing to
have Shares purchased by the Company.
How to Tender Shares........ See Section 3. Call the Information Agent or con-
sult your broker for assistance.
Dividends................... See Section 7 for a discussion of payment of the
next regular quarterly dividend.
Brokerage Commissions....... None.
Stock Transfer Tax.......... None, if payment is made to the registered hold-
er.
Expiration and Proration Thursday, October 10, 1996, at 12:00 Midnight,
Dates...................... New York City time, unless extended by the Compa-
ny.
Payment Date................ As soon as practicable after the Expiration Date.
Position of the Company and
its Directors..............
Neither the Company nor its Board of Directors
makes any recommendation to any shareowner as to
whether to tender or refrain from tendering
Shares.
Withdrawal Rights........... Tendered Shares may be withdrawn at any time un-
til 12:00 Midnight, New York City time, on Thurs-
day, October 10, 1996, unless the Offer is ex-
tended by the Company and, unless previously pur-
chased, after 12:00 Midnight, New York City time,
on Thursday, November 7, 1996. See Section 4.
Odd Lots.................... There will be no proration of Shares tendered by
any shareowner owning beneficially fewer than 100
Shares in the aggregate (excluding Shares attrib-
utable to individual accounts under the Savings
Plans, but including Shares held in the Dividend
Reinvestment Plan) as of the close of business on
September 11, 1996 and as of the Expiration Date,
who tenders all such Shares at or below the Pur-
chase Price prior to the Expiration Date and who
checks the "Odd Lots" box in the Letter of Trans-
mittal.
Further Developments
Regarding the Offer........
Call the Information Agent or consult your bro-
ker.
3
<PAGE>
THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON BE-
HALF OF THE COMPANY AS TO WHETHER SHAREOWNERS SHOULD TENDER OR REFRAIN FROM
TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT AUTHORIZED ANY PER-
SON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH
THE OFFER ON BEHALF OF THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFER TO
PURCHASE OR IN THE LETTER OF TRANSMITTAL. DO NOT RELY ON ANY SUCH RECOMMENDA-
TION OR ANY SUCH INFORMATION OR REPRESENTATIONS, IF GIVEN OR MADE, AS HAVING
BEEN AUTHORIZED BY THE COMPANY.
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TABLE OF CONTENTS
<TABLE>
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SECTION PAGE
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SUMMARY................................................................... 3
INTRODUCTION.............................................................. 5
THE OFFER................................................................. 7
1. Number of Shares; Proration......................................... 7
2. Tenders by Owners of Fewer than 100 Shares.......................... 9
3. Procedure for Tendering Shares...................................... 9
4. Withdrawal Rights................................................... 14
5. Purchase of Shares and Payment of Purchase Price.................... 15
6. Certain Conditions of the Offer..................................... 16
7. Price Range of Shares; Dividends.................................... 18
8. Background and Purpose of the Offer; Certain Effects of the Offer... 18
9. Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning the Shares.................................. 20
10. Source and Amount of Funds.......................................... 21
11. Certain Information about the Company............................... 21
12. Effects of the Offer on the Market for Shares; Registration under
the Exchange Act.................................................... 26
13. Certain Legal Matters; Regulatory and Foreign Approvals............. 26
14. Certain U.S. Federal Income Tax Consequences........................ 27
15. Extension of the Offer; Termination; Amendments..................... 29
16. Fees and Expenses................................................... 29
17. Miscellaneous....................................................... 30
SCHEDULE I -- Certain Transactions Involving Shares....................... S-1
</TABLE>
4
<PAGE>
TO THE HOLDERS OF SHARES OF CAPITAL STOCK OF
CAMPBELL SOUP COMPANY:
INTRODUCTION
Campbell Soup Company, a New Jersey corporation (the "Company"), invites its
shareowners to tender shares of its capital stock, par value $.075 per share
(the "Shares"), to the Company at prices not greater than $80.00 nor less than
$69.00 per Share in cash, specified by tendering shareowners, upon the terms
and subject to the conditions set forth in this Offer to Purchase and the re-
lated Letter of Transmittal (which together constitute the "Offer").
The Company will, upon the terms and subject to the conditions of the Offer,
determine a single per Share price (not greater than $80.00 nor less than
$69.00 per Share), net to the seller in cash (the "Purchase Price"), that it
will pay for Shares validly tendered and not withdrawn pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified
by tendering shareowners. The Company will select the lowest Purchase Price
that will allow it to buy 18,000,000 Shares (or such lesser number of Shares
as are validly tendered at prices not greater than $80.00 nor less than $69.00
per Share) validly tendered and not withdrawn pursuant to the Offer. The Com-
pany will pay the Purchase Price for all Shares validly tendered prior to the
Expiration Date (as defined in Section 1) at prices at or below the Purchase
Price and not withdrawn, upon the terms and subject to the conditions of the
Offer including the proration terms described below. The Company reserves the
right, in its sole discretion, to purchase more than 18,000,000 Shares pursu-
ant to the Offer.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6.
If, before the Expiration Date, more than 18,000,000 Shares (or such greater
number of Shares as the Company may elect to purchase) are validly tendered at
or below the Purchase Price and not withdrawn, the Company will, upon the
terms and subject to the conditions of the Offer, purchase Shares first from
all Odd Lot Owners (as defined in Section 2) who validly tender all their
Shares at or below the Purchase Price and then on a pro rata basis from all
other shareowners who validly tender Shares at prices at or below the Purchase
Price (and do not withdraw them prior to the Expiration Date). The Company
will return at its own expense all Shares not purchased pursuant to the Offer,
including Shares tendered at prices greater than the Purchase Price and not
withdrawn and Shares not purchased because of proration. The Purchase Price
will be paid net to the tendering shareowner in cash for all Shares purchased.
Tendering shareowners will not be obligated to pay brokerage commissions, so-
licitation fees or, subject to Instruction 7 of the Letter of Transmittal,
stock transfer taxes on the Company's purchase of Shares pursuant to the Of-
fer. HOWEVER, ANY TENDERING SHAREOWNER OR OTHER PAYEE WHO FAILS TO COMPLETE,
SIGN AND RETURN TO THE DEPOSITARY (AS DEFINED BELOW) THE SUBSTITUTE FORM W-9
THAT IS INCLUDED WITH THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED
BACKUP FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAYABLE TO
SUCH SHAREOWNER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 3. In addi-
tion, the Company will pay all fees and expenses of Goldman, Sachs & Co. (the
"Dealer Managers"), D.F. King & Co., Inc. (the "Information Agent") and First
Chicago Trust Company of New York (the "Depositary") in connection with the
Offer. See Section 16.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
SHAREOWNERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDA-
TION TO ANY SHAREOWNER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING
SHARES. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE
OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
5
<PAGE>
On September 5, 1996, the Company announced a new business strategy which
includes reconfiguring its capital structure and divesting or restructuring
under-performing assets. As part of this strategy, the Board of Directors of
the Company approved a $2.5 billion stock repurchase program comprised of the
Offer and a $1 billion open market purchase program expected to be implemented
following the Offer over the next two fiscal years. The Company also announced
an agreement to purchase the Erasco Group of Companies, Germany's leading
manufacturer and marketer of canned soup, for approximately $210 million, and
that it plans the divestiture of certain non-strategic businesses with sales
of approximately $500 million over the next two years. These moves will result
in a first quarter fiscal 1997 after-tax charge of approximately $160 million
and are expected to result in savings of $200 million over the next two years.
The Company also announced on September 5, 1996 its intention to make an offer
to purchase a portion of its Shares, with details to be announced in the
following week. On September 10, 1996, the Company announced its intention to
commence the Offer on September 12, 1996 and included in such announcement
certain terms of the Offer consistent with those set forth in this Offer to
Purchase.
The Company is making the Offer in order (i) to use the Company's cash and
debt capacity to improve the Company's capital structure and lower its cost of
capital for the benefit of its shareowners and (ii) to afford to those
shareowners who desire liquidity an opportunity to sell all or a portion of
their Shares without the usual transaction costs associated with open market
sales. After the Offer is completed, the Company expects to have sufficient
cash flow and access to other sources of capital to fund its growth
initiatives such as building its brands and making strategic acquisitions.
The Company's Savings and 401(k) Plan for Salaried Employees and its Savings
and 401(k) Plan for Hourly-Paid Employees (collectively, the "U.S. Savings
Plans") hold units in the Campbell Soup Company Stock Fund under the U.S. Sav-
ings Plans (the "U.S. Fund") in individual accounts for participants under the
U.S. Savings Plans, and the Group RRSP and Savings Plan of the Campbell Soup
Company Ltd, a wholly-owned subsidiary of the Company (the "Canadian Plan",
and collectively with the U.S. Savings Plans, the "Savings Plans"), holds
units in the Campbell Soup Company Stock Fund under the Canadian Plan (the
"Canadian Fund") in individual accounts for participants under the Canadian
Plan. Participants may instruct the Fidelity Management Trust Company ("Fidel-
ity"), as trustee of each of the U.S. Savings Plans, or Fidelity Investments
Canada Limited ("Fidelity Canada"), as trustee and manager of the Canadian
Fund, as applicable, to tender all or part of the Shares attributable to a
participant's individual account by following the instructions set forth in
"Procedure for Tendering Shares--Savings Plans" in Section 3.
Shareowners who are participants in the Company's Dividend Reinvestment Plan
(the "Dividend Reinvestment Plan") may instruct First Chicago Trust Company of
New York, as administrator of the Dividend Reinvestment Plan, to tender part
or all of the Shares credited to a participant's account in the Dividend Rein-
vestment Plan by following the instructions set forth in "Procedure for
Tendering Shares--Dividend Reinvestment Plan" in Section 3.
Certain shareowners have been issued restricted Shares (the "Restricted
Shares") pursuant to the provisions of the Company's 1984 Long-Term Incentive
Plan and the 1994 Long-Term Incentive Plan (collectively, the "Incentive
Plans"). Pursuant to the provisions of the Incentive Plans, Restricted Shares
may not be tendered in the Offer unless the restriction period applicable to
such Restricted Shares has expired. Shareowners who hold Restricted Shares
should see "Procedure for Tendering Shares--Restricted Shares" in Section 3.
As of July 28, 1996, there were 247,228,102 Shares outstanding and 6,390,760
Shares issuable upon exercise of outstanding vested stock options under the
Company's stock option plans (the "Options"). The 18,000,000 Shares that the
Company is offering to purchase represent approximately 7.3% of the outstand-
ing Shares (approximately 7.1% assuming the exercise of all outstanding Op-
6
<PAGE>
tions). The Shares are listed and principally traded on the New York Stock Ex-
change, Inc. ("NYSE") under the symbol "CPB." The Shares are also listed and
traded on the Philadelphia Stock Exchange, The International Stock Exchange of
the United Kingdom and the Republic of Ireland Limited (the "London Exchange")
and the Swiss Exchange. On September 4, 1996, the last full trading day on the
NYSE prior to the issuance by the Company of the first of certain press re-
leases described in "Certain Information about the Company--Recent Events" in
Section 11, the closing per Share sales price as reported on the NYSE Compos-
ite Tape was $67.50. On September 10, 1996, the last full trading day on the
NYSE prior to the announcement by the Company of the price range of and the
number of Shares sought in the Offer, the closing per Share sales price as re-
ported on the NYSE Composite Tape was $76.375. THE COMPANY URGES SHAREOWNERS
TO OBTAIN CURRENT QUOTATIONS ON THE MARKET PRICE OF THE SHARES.
THE OFFER
1.NUMBER OF SHARES; PRORATION
Upon the terms and subject to the conditions of the Offer, the Company will
accept for payment (and thereby purchase) 18,000,000 Shares or such lesser
number of Shares as are validly tendered before the Expiration Date (and not
withdrawn in accordance with Section 4) at a net cash price (determined in the
manner set forth below) not greater than $80.00 nor less than $69.00 per
Share. The term "Expiration Date" means 12:00 Midnight, New York City time, on
Thursday, October 10, 1996, unless and until the Company in its sole discre-
tion shall have extended the period of time during which the Offer is open, in
which event the term "Expiration Date" shall refer to the latest time and date
at which the Offer, as so extended by the Company, shall expire. See Section
15 for a description of the Company's right to extend the time during which
the Offer is open and to delay, terminate or amend the Offer. Subject to Sec-
tion 2, if the Offer is oversubscribed, Shares tendered at or below the Pur-
chase Price before the Expiration Date will be eligible for proration. The
proration period also expires on the Expiration Date.
The Company will, upon the terms and subject to the conditions of the Offer,
determine a single per Share Purchase Price that it will pay for Shares val-
idly tendered and not withdrawn pursuant to the Offer, taking into account the
number of Shares so tendered and the prices specified by tendering
shareowners. The Company will select the lowest Purchase Price that will allow
it to buy 18,000,000 Shares (or such lesser number as are validly tendered at
prices not greater than $80.00 nor less than $69.00 per Share) validly ten-
dered and not withdrawn pursuant to the Offer. The Company reserves the right,
in its sole discretion, to purchase more than 18,000,000 Shares pursuant to
the Offer. See Section 15. In accordance with applicable regulations of the
Securities and Exchange Commission (the "Commission"), the Company may pur-
chase pursuant to the Offer an additional amount of Shares not to exceed 2% of
the outstanding Shares without amending or extending the Offer. If (i) the
Company increases or decreases the price to be paid for Shares, the Company
increases or decreases the Dealer Managers' soliciting fee, the Company in-
creases the number of Shares being sought and such increase in the number of
Shares being sought exceeds 2% of the outstanding Shares, or the Company de-
creases the number of Shares being sought and (ii) the Offer is scheduled to
expire at any time earlier than the expiration of a period ending on the tenth
business day from, and including, the date that notice of such increase or de-
crease is first published, sent or given in the manner specified in Section
15, the Offer will be extended until the expiration of such period of ten
business days. For purposes of the Offer, a "business day" means any day other
than a Saturday, Sunday or federal holiday and consists of the time period
from 12:01 a.m. through 12:00 midnight, New York City time.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6.
7
<PAGE>
In accordance with Instruction 5 of the Letter of Transmittal, each
shareowner desiring to tender Shares must specify the price (not greater than
$80.00 nor less than $69.00 per Share) at which such shareowner is willing to
have the Company purchase Shares. As promptly as practicable following the Ex-
piration Date, the Company will, in its sole discretion, determine the Pur-
chase Price (not greater than $80.00 nor less than $69.00 per Share) that it
will pay for Shares validly tendered and not withdrawn pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified
by tendering shareowners. The Company will pay the Purchase Price, even if
such Shares were tendered below the Purchase Price, for all Shares validly
tendered prior to the Expiration Date at prices at or below the Purchase Price
and not withdrawn, upon the terms and subject to the conditions of the Offer.
All Shares not purchased pursuant to the Offer, including Shares tendered at
prices greater than the Purchase Price and Shares not purchased because of
proration, will be returned to the tendering shareowners at the Company's ex-
pense as promptly as practicable following the Expiration Date.
If the number of Shares validly tendered at or below the Purchase Price and
not withdrawn prior to the Expiration Date is less than or equal to 18,000,000
Shares (or such greater number of Shares as the Company may elect to pur-
chase), the Company will, upon the terms and subject to the conditions of the
Offer, purchase at the Purchase Price all Shares so tendered.
Priority. Upon the terms and subject to the conditions of the Offer, in the
event that prior to the Expiration Date more than 18,000,000 Shares (or such
greater number of Shares as the Company may elect to purchase pursuant to the
Offer) are validly tendered at or below the Purchase Price and not withdrawn,
the Company will purchase such validly tendered Shares in the following order
of priority:
(i) all Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date by any Odd Lot Owner (as defined in
Section 2) who:
(a) tenders all Shares (other than Shares attributable to individual
accounts under the Savings Plans) beneficially owned by such Odd Lot
Owner at or below the Purchase Price (partial tenders will not qualify
for this preference); and
(b) completes the box captioned "Odd Lots" on the Letter of Transmit-
tal and, if applicable, on the Notice of Guaranteed Delivery; and
(ii) after purchase of all of the foregoing Shares, all other Shares val-
idly tendered at or below the Purchase Price and not withdrawn prior to the
Expiration Date on a pro rata basis.
Proration. In the event that proration of tendered Shares is required, the
Company will determine the final proration factor as promptly as practicable
after the Expiration Date. Proration for each shareowner tendering Shares
(other than Odd Lot Owners) shall be based on the ratio of the number of
Shares tendered by such shareowner at or below the Purchase Price to the total
number of Shares tendered by all shareowners (other than Odd Lot Owners) at or
below the Purchase Price. This ratio will be applied to shareowners tendering
Shares (other than Odd Lot Owners) to determine the number of Shares that will
be purchased from each such shareowner pursuant to the Offer. Although the
Company does not expect to be able to announce the final results of such pro-
ration until approximately seven business days after the Expiration Date, it
will announce preliminary results of proration by press release as promptly as
practicable after the Expiration Date. Shareowners can obtain such preliminary
information from the Information Agent and may be able to obtain such informa-
tion from their brokers.
As described in Section 14, the number of Shares that the Company will pur-
chase from a shareowner may affect the United States federal income tax conse-
quences to the shareowner of such purchase and therefore may be relevant to a
shareowner's decision whether to tender Shares. The Letter of Transmittal af-
fords each tendering shareowner the opportunity to designate the order of pri-
ority in which Shares tendered are to be purchased in the event of proration.
8
<PAGE>
This Offer to Purchase and the related Letter of Transmittal will be mailed
to record holders of Shares as of September 6, 1996 and will be furnished to
brokers, banks and similar persons whose names, or the names of whose nomi-
nees, appear on the Company's shareowner list or, if applicable, who are
listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares.
2.TENDERS BY OWNERS OF FEWER THAN 100 SHARES
The Company, upon the terms and subject to the conditions of the Offer, will
accept for purchase, without proration, all Shares validly tendered at or be-
low the Purchase Price and not withdrawn on or prior to the Expiration Date by
or on behalf of shareowners who beneficially owned as of the close of business
on September 11, 1996, and continue to beneficially own as of the Expiration
Date, an aggregate of fewer than 100 Shares, excluding Shares attributable to
individual accounts under the Savings Plans, but including Shares held in the
Dividend Reinvestment Plan ("Odd Lot Owners"). To avoid proration, however, an
Odd Lot Owner must validly tender at or below the Purchase Price all such
Shares (excluding Shares attributable to individual accounts under the Savings
Plans, but including Shares held in the Dividend Reinvestment Plan) that such
Odd Lot Owner beneficially owns; partial tenders will not qualify for this
preference. This preference is not available to partial tenders or to owners
of 100 or more Shares in the aggregate (excluding Shares attributable to indi-
vidual accounts under the Savings Plans, but including Shares held in the Div-
idend Reinvestment Plan), even if such owners have separate stock certificates
for fewer than 100 such Shares. Any Odd Lot Owner wishing to tender all such
Shares beneficially owned by such shareowner pursuant to this Offer must com-
plete the box captioned "Odd Lots" in the Letter of Transmittal and, if appli-
cable, on the Notice of Guaranteed Delivery and must properly indicate in the
section entitled "Price (In Dollars) Per Share At Which Shares Are Being Ten-
dered" in the Letter of Transmittal the price at which such Shares are being
tendered, except that an Odd Lot Owner may check the box in the section enti-
tled "Odd Lots" indicating that the shareowner is tendering all of such
shareowner's Shares (excluding Shares attributable to individual accounts un-
der the Savings Plans, but including Shares held in the Dividend Reinvestment
Plan) at the Purchase Price. See Section 3. Shareowners owning an aggregate of
less than 100 Shares whose Shares are purchased pursuant to the Offer will
avoid both the payment of brokerage commissions and any applicable odd lot
discounts payable on a sale of their Shares in transactions on a stock ex-
change, including the NYSE.
The Company also reserves the right, but will not be obligated, to purchase
all Shares duly tendered by any shareowner who tendered any Shares benefi-
cially owned at or below the Purchase Price and who, as a result of proration,
would then beneficially own an aggregate of fewer than 100 Shares. If the Com-
pany exercises this right, it will increase the number of Shares that it is
offering to purchase in the Offer by the number of Shares purchased through
the exercise of such right.
3.PROCEDURE FOR TENDERING SHARES
Proper Tender of Shares. For Shares to be validly tendered pursuant to the
Offer:
(i) the certificates for such Shares (or confirmation of receipt of such
Shares pursuant to the procedures for book-entry transfer set forth below),
together with a properly completed and duly executed Letter of Transmittal
(or manually signed facsimile thereof) with any required signature guaran-
tees, and any other documents required by the Letter of Transmittal, must
be received prior to 12:00 Midnight, New York City time, on the Expiration
Date by the Depositary at its address set forth on the back cover of this
Offer to Purchase; or
(ii) the tendering shareowner must comply with the guaranteed delivery
procedure set forth below.
AS SPECIFIED IN INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, EACH SHAREOWNER
DESIRING TO TENDER SHARES PURSUANT TO THE OFFER MUST PROPERLY INDICATE IN THE
SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TEN-
DERED" IN THE LETTER OF TRANSMITTAL THE PRICE (IN MULTIPLES OF $.25) AT WHICH
SUCH SHAREOWNER'S SHARES ARE BEING TENDERED, EXCEPT THAT AN ODD LOT OWNER MAY
CHECK THE BOX IN THE SECTION OF THE LETTER OF TRANSMITTAL ENTITLED "ODD
9
<PAGE>
LOTS" INDICATING THAT THE SHAREOWNER IS TENDERING ALL OF SUCH SHAREOWNER'S
SHARES AT THE PURCHASE PRICE. Shareowners desiring to tender Shares at more
than one price must complete separate Letters of Transmittal for each price at
which Shares are being tendered, except that the same Shares cannot be ten-
dered (unless properly withdrawn previously in accordance with the terms of
the Offer) at more than one price. IN ORDER TO VALIDLY TENDER SHARES, ONE AND
ONLY ONE PRICE BOX MUST BE CHECKED IN THE APPROPRIATE SECTION ON EACH LETTER
OF TRANSMITTAL.
In addition, Odd Lot Owners who tender all Shares must complete the section
entitled "Odd Lots" on the Letter of Transmittal and, if applicable, on the
Notice of Guaranteed Delivery, in order to qualify for the preferential treat-
ment available to Odd Lot Owners as set forth in Section 2.
Signature Guarantees and Method of Delivery. No signature guarantee is re-
quired on the Letter of Transmittal if (i) the Letter of Transmittal is signed
by the registered holder of the Shares (which term, for purposes of this Sec-
tion, includes any participant in The Depository Trust Company or Philadelphia
Depository Trust Company (the "Book-Entry Transfer Facilities") whose name ap-
pears on a security position listing as the holder of the Shares) tendered
therewith and payment and delivery are to be made directly to such registered
holder, or (ii) if Shares are tendered for the account of a member firm of a
registered national securities exchange, a member of the National Association
of Securities Dealers, Inc. or a commercial bank or trust company (not a sav-
ings bank or savings and loan association) having an office, branch or agency
in the United States (each such entity being hereinafter referred to as an
"Eligible Institution"). In all other cases, all signatures on the Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 1
of the Letter of Transmittal. If a certificate representing Shares is regis-
tered in the name of a person other than the signer of a Letter of Transmit-
tal, or if payment is to be made, or Shares not purchased or tendered are to
be issued, to a person other than the registered holder, the certificate must
be endorsed or accompanied by an appropriate stock power, in either case
signed exactly as the name of the registered holder appears on the certifi-
cate, with the signature on the certificate or stock power guaranteed by an
Eligible Institution. In this regard see Section 5 for information with re-
spect to applicable stock transfer taxes. In all cases, payment for Shares
tendered and accepted for payment pursuant to the Offer will be made only af-
ter timely receipt by the Depositary of certificates for such Shares (or a
timely confirmation of a book-entry transfer of such Shares into the
Depositary's account at one of the Book-Entry Transfer Facilities as described
above), a properly completed and duly executed Letter of Transmittal (or manu-
ally signed facsimile thereof) and any other documents required by the Letter
of Transmittal.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND
RISK OF THE TENDERING SHAREOWNER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
Book-Entry Delivery. The Depositary will establish an account with respect
to the Shares at each of the Book-Entry Transfer Facilities for purposes of
the Offer within two business days after the date of this Offer to Purchase.
Any financial institution that is a participant in a Book-Entry Transfer
Facility's system may make book-entry delivery of the Shares by causing such
facility to transfer such Shares into the Depositary's account in accordance
with such facility's procedure for such transfer. Even though delivery of
Shares may be effected through book-entry transfer into the Depositary's ac-
count at one of the Book-Entry Transfer Facilities, a properly completed and
duly executed Letter of Transmittal (or manually signed facsimile thereof),
with any required signature guarantees and other required documents must, in
any case, be transmitted to and received by the Depositary at one of its ad-
dresses set forth on the back cover of this Offer to Purchase prior to the Ex-
piration Date, or the guaranteed delivery procedure set forth below must be
followed. DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCU-
MENTS TO ONE OF THE BOOK-ENTRY TRANSFER FACILITIES DOES NOT CONSTITUTE DELIV-
ERY TO THE DEPOSITARY.
Guaranteed Delivery. If a shareowner desires to tender Shares pursuant to
the Offer and such shareowner's Share certificates cannot be delivered to the
Depositary prior to the Expiration Date (or
10
<PAGE>
the procedures for book-entry transfer cannot be completed on a timely basis)
or time will not permit all required documents to reach the Depositary before
the Expiration Date, such Shares may nevertheless be tendered provided that
all of the following conditions are satisfied:
(i) such tender is made by or through an Eligible Institution;
(ii) the Depositary receives (by hand, mail, overnight courier, telegram
or facsimile transmission), on or prior to the Expiration Date, a properly
completed and duly executed Notice of Guaranteed Delivery substantially in
the form the Company has provided with this Offer to Purchase (indicating
the price at which the Shares are being tendered), including (where re-
quired) a signature guarantee by an Eligible Institution in the form set
forth in such Notice of Guaranteed Delivery; and
(iii) the certificates for all tendered Shares in proper form for trans-
fer (or confirmation of book-entry transfer of such Shares into the
Depositary's account at one of the Book-Entry Transfer Facilities), to-
gether with a properly completed and duly executed Letter of Transmittal
(or manually signed facsimile thereof) and any required signature guaran-
tees or other documents required by the Letter of Transmittal, are received
by the Depositary within three NYSE trading days after the date the Deposi-
tary receives such Notice of Guaranteed Delivery.
If any tendered Shares are not purchased, or if less than all Shares evi-
denced by a shareowner's certificates are tendered, certificates for
unpurchased Shares will be returned as promptly as practicable after the expi-
ration or termination of the Offer or, in the case of Shares tendered by book-
entry transfer at a Book-Entry Transfer Facility, such Shares will be credited
to the appropriate account maintained by the tendering shareowner at the ap-
propriate Book-Entry Transfer Facility, in each case without expense to such
shareowner.
Backup Federal Income Tax Withholding. Under the United States federal in-
come tax backup withholding rules, unless an exemption applies under the ap-
plicable law and regulations, 31% of the gross proceeds payable to a
shareowner or other payee pursuant to the Offer must be withheld and remitted
to the United States Treasury, unless the shareowner or other payee provides
such person's taxpayer identification number (employer identification number
or social security number) to the Depositary and certifies under penalties of
perjury that such number is correct. Therefore, each tendering shareowner
should complete and sign the Substitute Form W-9 included as part of the Let-
ter of Transmittal so as to provide the information and certification neces-
sary to avoid backup withholding, unless such shareowner otherwise establishes
to the satisfaction of the Depositary that the shareowner is not subject to
backup withholding. Certain shareowners (including, among others, all corpora-
tions and certain foreign shareowners (in addition to foreign corporations))
are not subject to these backup withholding and reporting requirements. In or-
der for a foreign shareowner to qualify as an exempt recipient, that
shareowner must submit an IRS Form W-8 or a Substitute Form W-8, signed under
penalties of perjury, attesting to that shareowner's exempt status. Such
statements can be obtained from the Depositary. See Instructions 10 and 11 of
the Letter of Transmittal.
TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING EQUAL TO 31% OF THE GROSS
PAYMENTS MADE TO SHAREOWNERS FOR SHARES PURCHASED PURSUANT TO THE OFFER, EACH
SHAREOWNER WHO DOES NOT OTHERWISE ESTABLISH AN EXEMPTION FROM SUCH WITHHOLDING
MUST PROVIDE THE DEPOSITARY WITH THE SHAREOWNER'S CORRECT TAXPAYER IDENTIFICA-
TION NUMBER AND PROVIDE CERTAIN OTHER INFORMATION BY COMPLETING THE SUBSTITUTE
FORM W-9 INCLUDED WITH THE LETTER OF TRANSMITTAL.
For a discussion of certain United States federal income tax consequences to
tendering shareowners, see Section 14.
Withholding For Foreign Shareowners. Even if a foreign shareowner has pro-
vided the required certification to avoid backup withholding, the Depositary
will withhold United States federal income
11
<PAGE>
taxes equal to 30% of the gross payments payable to a foreign shareowner or
his or her agent unless the Depositary determines that a reduced rate of with-
holding is available pursuant to a tax treaty or that an exemption from with-
holding is applicable because such gross proceeds are effectively connected
with the conduct of a trade or business within the United States. For this
purpose, a foreign shareowner is any shareowner that is not (i) a citizen or
resident of the United States, (ii) a corporation, partnership, or other en-
tity created or organized in or under the laws of the United States, any State
or any political subdivision thereof or (iii) an estate or trust, the income
of which is subject to United States federal income taxation regardless of the
source of such income. In order to obtain a reduced rate of withholding pursu-
ant to a tax treaty, a foreign shareowner must deliver to the Depositary be-
fore the payment a properly completed and executed IRS Form 1001. In order to
obtain an exemption from withholding on the grounds that the gross proceeds
paid pursuant to the Offer are effectively connected with the conduct of a
trade or business within the United States, a foreign shareowner must deliver
to the Depositary a properly completed and executed IRS Form 4224. The Deposi-
tary will determine a shareowner's status as a foreign shareowner and eligi-
bility for a reduced rate of, or exemption from, withholding by reference to
any outstanding certificates or statements concerning eligibility for a re-
duced rate of, or exemption from, withholding (e.g., IRS Form 1001 or IRS Form
4224) unless facts and circumstances indicate that such reliance is not war-
ranted. A foreign shareowner may be eligible to obtain a refund of all or a
portion of any tax withheld if such shareowner meets the "complete redemp-
tion", "substantially disproportionate" or "not essentially equivalent to a
dividend" test described in Section 14 or is otherwise able to establish that
no tax or a reduced amount of tax is due. Backup withholding generally will
not apply to amounts subject to the 30% or a treaty-reduced rate of withhold-
ing. Foreign shareowners are urged to consult their own tax advisors regarding
the application of United States federal income tax withholding, including el-
igibility for a withholding tax reduction or exemption, and the refund proce-
dure. See Instructions 10 and 11 of the Letter of Transmittal.
Savings Plans. As of July 28, 1996, the U.S. Savings Plans owned 5,106,396
Shares, all of which were held in the U.S. Fund. Interests in the U.S. Fund
are credited to the individual accounts of the U.S. Savings Plans partici-
pants, beneficiaries of deceased participants and alternate payees pursuant to
qualified domestic relations orders (collectively referred to as "Partici-
pants"). Such Shares will, subject to the limitations of the Employee Retire-
ment Income Security Act of 1974, as amended ("ERISA"), and applicable regula-
tions thereunder, be tendered by Fidelity, as trustee of each of the U.S. Sav-
ings Plans, according to the instructions of Participants to Fidelity. Shares
for which Fidelity has not received timely instructions from Participants will
not be tendered by Fidelity in accordance with the terms of the U.S. Savings
Plans and the applicable trust agreements. Fidelity will make available to the
Participants to whose individual accounts Shares reflecting their interest in
the U.S. Fund are credited all documents furnished to shareowners generally in
connection with the Offer. Each such Participant will also receive a form upon
which the Participant may instruct Fidelity regarding the Offer. Each Partici-
pant may direct that all, some or none of the Shares attributable to individ-
ual accounts under the U.S. Savings Plans be tendered and the price at which
such Shares are to be tendered. The Company will also provide additional in-
formation in a separate letter with respect to the application of the Offer to
Participants in the U.S. Savings Plans. PARTICIPANTS IN THE U.S. SAVINGS PLANS
MAY NOT USE THE LETTER OF TRANSMITTAL TO DIRECT THE TENDER OF THE SHARES AT-
TRIBUTABLE TO THEIR INDIVIDUAL ACCOUNTS, BUT MUST USE THE SEPARATE FORM SENT
TO THEM. PARTICIPANTS IN THE U.S. SAVINGS PLANS ARE URGED TO READ THE SEPARATE
FORM AND RELATED MATERIALS CAREFULLY. All proceeds received by Fidelity on ac-
count of Shares purchased from the U.S. Savings Plans will be reinvested in
the Fidelity Retirement Money Market Portfolio as soon as administratively
possible and such investment will be credited to the U.S. Saving Plans Partic-
ipant's individual account. Participants may contact Fidelity after the rein-
vestment is complete at 1-800-354-6535 to have any proceeds of the sale of
Shares which were invested in the Fidelity Retirement Money Market Portfolio
invested in other investment options offered under the U.S. Savings Plans.
12
<PAGE>
As of July 28, 1996, the Canadian Plan owned 13,677 Shares, all of which
were held in the Canadian Fund. Interests in the Fund are credited to the in-
dividual accounts of the actual participants under the Canadian Plan. Such
Shares will, subject to the limitations of applicable law, be tendered by Fi-
delity Canada, as trustee and manager of the Canadian Fund, according to the
instruction of participants in the Canadian Plan to Fidelity Canada. Shares
for which Fidelity Canada has not received timely instructions from the Cana-
dian Plan participants will not be tendered by Fidelity Canada. Fidelity Can-
ada will make available to Canadian Plan participants to whose individual ac-
count proportionate interests in Shares held by the Canadian Fund are credited
all documents furnished to shareowners generally in connection with the Offer.
Each Canadian Plan participant will also receive a form upon which such par-
ticipant may instruct Fidelity Canada regarding the Offer and may direct that
all, some or none of such participant's proportionate interest in the Shares
held by the Canadian Fund be tendered and the price at which such Shares are
to be tendered. Campbell Soup Company Ltd will also provide additional infor-
mation in a separate letter with respect to the application of the Offer to
participants in the Canadian Plan. PARTICIPANTS IN THE CANADIAN PLAN MAY NOT
USE THE LETTER OF TRANSMITTAL TO DIRECT THE TENDER OF THEIR PROPORTIONATE IN-
TERESTS IN THE CANADIAN FUND, BUT MUST USE THE SEPARATE FORM SENT TO THEM.
PARTICIPANTS IN THE CANADIAN PLAN ARE URGED TO READ THE SEPARATE FORM AND RE-
LATED MATERIALS CAREFULLY. All proceeds received by Fidelity Canada on account
of Shares purchased from the Canadian Plan will be used to purchase units of
the Fidelity Canadian Short Term Asset Fund as soon as administratively possi-
ble and such investment will be credited to the respective Canadian Plan par-
ticipant's individual accounts. Participants may contact Fidelity Canada fol-
lowing the completion of these transactions at 1-800-266-0085 to have any pro-
ceeds of the sale of Shares which were invested in the Fidelity Canadian Short
Term Asset Fund invested in other investment options offered under the Cana-
dian Plan.
Dividend Reinvestment Plan. As of July 28, 1996, the Dividend Reinvestment
Plan owned 654,136 Shares. Shares credited to participants' accounts under the
Dividend Reinvestment Plan will be tendered by First Chicago Trust Company of
New York, as administrator, according to instructions provided to the adminis-
trator from participants in the Dividend Reinvestment Plan. Shares for which
the administrator has not received timely instructions from participants will
not be tendered. The administrator will make available to the participants
whose accounts are credited with Shares under the Dividend Reinvestment Plan
all documents furnished to shareowners generally in connection with the Offer.
BECAUSE THE DEPOSITARY FOR THE OFFER ALSO ACTS AS ADMINISTRATOR OF THE DIVI-
DEND REINVESTMENT PLAN, PARTICIPANTS IN THE DIVIDEND REINVESTMENT PLAN MAY USE
THE LETTER OF TRANSMITTAL TO INSTRUCT THE ADMINISTRATOR REGARDING THE OFFER BY
COMPLETING THE BOX ENTITLED "DIVIDEND REINVESTMENT PLAN SHARES." Each partici-
pant may direct that all, some or none of the Shares credited to the partici-
pant's account under the Dividend Reinvestment Plan be tendered and the price
at which such participant's Shares are to be tendered. Participants in the
Dividend Reinvestment Plan are urged to read the Letter of Transmittal and re-
lated materials carefully.
Restricted Shares. Certain shareowners have been issued Restricted Shares
pursuant to the provisions of the Incentive Plans. Pursuant to the provisions
of the Incentive Plans, certificates representing Restricted Shares granted to
plan participants must remain deposited with the Company until the expiration
of the applicable restriction period (determined in accordance with the provi-
sions of the Incentive Plans) and cannot be tendered in the Offer or otherwise
transferred by the participant until the expiration of the applicable restric-
tion period. Upon the expiration of such applicable restriction period and
pursuant to the provisions of the Incentive Plans, such Restricted Shares
shall no longer be restricted and may be tendered pursuant to the Offer. Re-
stricted Shares as to which the applicable restriction period has expired
shall thereafter be deemed Shares. Any questions with respect to the status of
any Restricted Shares, as to when restrictions with respect to a particular
plan participant's Restricted Shares expire or whether Restricted Shares (as
to which the applicable restriction period
13
<PAGE>
has expired) may be tendered pursuant to the Offer may be directed to Sarah
Armstrong, Corporate Director--Compensation at 1-609-342-3947. RESTRICTED
SHARES AS TO WHICH THE APPLICABLE RESTRICTION PERIOD HAS NOT EXPIRED MAY NOT
BE TENDERED PURSUANT TO THE OFFER.
Tendering Shareowner's Representation and Warranty; Company's Acceptance
Constitutes an Agreement. It is a violation of Rule 14e-4 promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a
person acting alone or in concert with others, directly or indirectly, to ten-
der Shares for such person's own account unless at the time of tender and at
the Expiration Date such person has a "net long position" equal to or greater
than the amount tendered in (i) the Shares and will deliver or cause to be de-
livered such Shares for the purpose of tender to the Company within the period
specified in the Offer, or (ii) other securities immediately convertible into,
exercisable for or exchangeable into Shares ("Equivalent Securities") and,
upon the acceptance of such tender, will acquire such Shares by conversion,
exchange or exercise of such Equivalent Securities to the extent required by
the terms of the Offer and will deliver or cause to be delivered such Shares
so acquired for the purpose of tender to the Company within the period speci-
fied in the Offer. Rule 14e-4 also provides a similar restriction applicable
to the tender or guarantee of a tender on behalf of another person. A tender
of Shares made pursuant to any method of delivery set forth herein will con-
stitute the tendering shareowner's representation and warranty to the Company
that (i) such shareowner has a "net long position" in Shares or Equivalent Se-
curities being tendered within the meaning of Rule 14e-4, and (ii) such tender
of Shares complies with Rule 14e-4. The Company's acceptance for payment of
Shares tendered pursuant to the Offer will constitute a binding agreement be-
tween the tendering shareowner and the Company upon the terms and subject to
the conditions of the Offer.
Determinations of Validity; Rejection of Shares; Waiver of Defects; No Obli-
gation to Give Notice of Defects. All questions as to the number of Shares to
be accepted, the price to be paid therefor and the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by the Company, in its sole discretion, which determination
shall be final and binding on all parties. The Company reserves the absolute
right to reject any or all tenders it determines not to be in proper form or
the acceptance of or payment for which may, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the absolute right to waive
any of the conditions of the Offer and any defect or irregularity in the ten-
der of any particular Shares or any particular shareowner. No tender of Shares
will be deemed to be properly made until all defects or irregularities have
been cured or waived. None of the Company, the Dealer Managers, the Deposita-
ry, the Information Agent or any other person is or will be obligated to give
notice of any defects or irregularities in tenders, and none of them will in-
cur any liability for failure to give any such notice.
CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER OF TRANS-
MITTAL AND ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, MUST BE
DELIVERED TO THE DEPOSITARY AND NOT TO THE COMPANY. ANY SUCH DOCUMENTS DELIV-
ERED TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL
NOT BE DEEMED TO BE VALIDLY TENDERED.
4.WITHDRAWAL RIGHTS
Except as otherwise provided in this Section 4, tenders of Shares pursuant
to the Offer are irrevocable. Shares tendered pursuant to the Offer may be
withdrawn at any time before the Expiration Date and, unless accepted for pay-
ment by the Company as provided in this Offer to Purchase, may also be with-
drawn after 12:00 Midnight, New York City time, on Thursday, November 7, 1996.
For a withdrawal to be effective, the Depositary must receive (at its ad-
dress set forth on the back cover of this Offer to Purchase) a notice of with-
drawal in written, telegraphic or facsimile transmission form on a timely ba-
sis. Such notice of withdrawal must specify the name of the person who ten-
dered
14
<PAGE>
the Shares to be withdrawn, the number of Shares tendered, the number of
Shares to be withdrawn and the name of the registered holder, if different
from that of the person who tendered such Shares. If the certificates have
been delivered or otherwise identified to the Depositary, then, prior to the
release of such certificates, the tendering shareowner must also submit the
serial numbers shown on the particular certificates evidencing the Shares and
the signature on the notice of withdrawal must be guaranteed by an Eligible
Institution (except in the case of Shares tendered by an Eligible Institu-
tion). If Shares have been tendered pursuant to the procedure for book-entry
transfer set forth in Section 3, the notice of withdrawal must specify the
name and the number of the account at the applicable Book-Entry Transfer Fa-
cility to be credited with the withdrawn Shares and otherwise comply with the
procedures of such facility. All questions as to the form and validity, in-
cluding time of receipt, of notices of withdrawal will be determined by the
Company, in its sole discretion, which determination shall be final and bind-
ing on all parties. None of the Company, the Dealer Managers, the Depositary,
the Information Agent or any other person is or will be obligated to give any
notice of any defects or irregularities in any notice of withdrawal, and none
of them will incur any liability for failure to give any such notice. With-
drawals may not be rescinded, and any Shares properly withdrawn will thereaf-
ter be deemed not tendered for purposes of the Offer. However, withdrawn
Shares may be retendered before the Expiration Date by again following any of
the procedures described in Section 3.
If the Company extends the Offer, is delayed in its purchase of Shares or is
unable to purchase Shares pursuant to the Offer for any reason, then, without
prejudice to the Company's rights under the Offer, the Depositary may, subject
to applicable law, retain on behalf of the Company all tendered Shares, and
such Shares may not be withdrawn except to the extent tendering shareowners
are entitled to withdrawal rights as described in this Section 4.
Participants in the Dividend Reinvestment Plan should notify the Depositary
in accordance with the procedures for withdrawal set forth in this Section 4
in the event that they wish to deliver a notice of withdrawal, and should
specify in such notice of withdrawal that the Shares to be withdrawn pursuant
thereto are credited to such participant's account in the Dividend Reinvest-
ment Plan. Participants in the Savings Plans should disregard the foregoing
procedures with respect to Shares attributable to their individual accounts
and should follow the procedures for withdrawal included in the letter fur-
nished to such participants by Fidelity or Fidelity Canada, as applicable.
5.PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE
The Company will, upon the terms and subject to the conditions of the Offer,
determine a single per Share Purchase Price that it will pay for Shares val-
idly tendered and not withdrawn pursuant to the Offer, taking into account the
number of Shares so tendered and the prices specified by tendering
shareowners, and will accept for payment and pay for (and thereby purchase)
Shares validly tendered at or below the Purchase Price and not withdrawn as
soon as practicable after the Expiration Date. For purposes of the Offer, the
Company will be deemed to have accepted for payment (and therefore purchased),
subject to proration, Shares that are validly tendered at or below the Pur-
chase Price and not withdrawn when, as and if it gives oral or written notice
to the Depositary of its acceptance of such Shares for payment pursuant to the
Offer.
Upon the terms and subject to the conditions of the Offer, the Company will
purchase and pay a single per Share Purchase Price for all of the Shares ac-
cepted for payment pursuant to the Offer as soon as practicable after the Ex-
piration Date. In all cases, payment for Shares tendered and accepted for pay-
ment pursuant to the Offer will be made promptly (subject to possible delay in
the event of proration) but only after timely receipt by the Depositary of
certificates for Shares (or of a timely confirmation of a book-entry transfer
of such Shares into the Depositary's account at one of the Book-Entry Transfer
Facilities), a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) and any other required documents.
15
<PAGE>
Payment for Shares purchased pursuant to the Offer will be made by deposit-
ing the aggregate Purchase Price therefor with the Depositary, which will act
as agent for tendering shareowners for the purpose of receiving payment from
the Company and transmitting payment to the tendering shareowners. In the
event of proration, the Company will determine the proration factor and pay
for those tendered Shares accepted for payment as soon as practicable after
the Expiration Date. However, the Company does not expect to be able to an-
nounce the final results of any such proration until approximately seven busi-
ness days after the Expiration Date. Under no circumstances will the Company
pay interest on the Purchase Price including, without limitation, by reason of
any delay in making payment. Certificates for all Shares not purchased, in-
cluding all Shares tendered at prices greater than the Purchase Price and
Shares not purchased due to proration, will be returned (or, in the case of
Shares tendered by book-entry transfer, such Shares will be credited to the
account maintained with one of the Book-Entry Transfer Facilities by the par-
ticipant who so delivered such Shares) as promptly as practicable following
the Expiration Date or termination of the Offer without expense to the
tendering shareowner. In addition, if certain events occur, the Company may
not be obligated to purchase Shares pursuant to the Offer. See Section 6.
The Company will pay all stock transfer taxes, if any, payable on the trans-
fer to it of Shares purchased pursuant to the Offer; provided, however, that
if payment of the Purchase Price is to be made to, or (in the circumstances
permitted by the Offer) if unpurchased Shares are to be registered in the name
of, any person other than the registered holder, or if tendered certificates
are registered in the name of any person other than the person signing the
Letter of Transmittal, the amount of all stock transfer taxes, if any (whether
imposed on the registered holder or such other person), payable on account of
the transfer to such person will be deducted from the Purchase Price unless
evidence satisfactory to the Company of the payment of such taxes or exemption
therefrom is submitted. See Instruction 7 of the Letter of Transmittal.
ANY TENDERING SHAREOWNER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY, SIGN
AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 INCLUDED WITH THE LETTER
OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACKUP FEDERAL INCOME TAX WITHHOLD-
ING OF 31% OF THE GROSS PROCEEDS PAID TO SUCH SHAREOWNER OR OTHER PAYEE PURSU-
ANT TO THE OFFER. SEE SECTION 3. ALSO SEE SECTION 3 REGARDING FEDERAL INCOME
TAX CONSEQUENCES FOR FOREIGN SHAREOWNERS.
6.CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, the Company shall not be
required to accept for payment, purchase or pay for any Shares tendered, and
may terminate or amend the Offer or may postpone the acceptance for payment
of, or the purchase of and the payment for Shares tendered, subject to Rule
13e-4(f) promulgated under the Exchange Act, if at any time on or after Sep-
tember 11, 1996 and prior to the time of payment for any such Shares (whether
any Shares have theretofore been accepted for payment, purchased or paid for
pursuant to the Offer) any of the following events shall have occurred (or
shall have been determined by the Company to have occurred) that, in the
Company's judgment in any such case and regardless of the circumstances giving
rise thereto (including any action or omission to act by the Company), makes
it inadvisable to proceed with the Offer or with such acceptance for payment
or payment:
(a) there shall have been threatened, instituted or pending before any
court, agency, authority or other tribunal any action, suit or proceeding
by any government or governmental, regulatory or administrative agency or
authority or by any other person, domestic or foreign, or any judgment, or-
der or injunction entered, enforced or deemed applicable by any such court,
authority, agency or tribunal, which (i) challenges or seeks to make ille-
gal, or to delay or otherwise directly or indirectly to restrain, prohibit
or otherwise affect the making of the Offer, the acquisition of Shares pur-
suant to the Offer or is otherwise related in any manner to, or otherwise
affects, the Offer; or (ii) could, in the sole judgment of the Company, ma-
terially affect the business, condition (financial
16
<PAGE>
or other), income, operations or prospects of the Company and its subsidi-
aries, taken as a whole, or otherwise materially impair in any way the con-
templated future conduct of the business of the Company and its subsidiar-
ies, taken as a whole, or materially impair the Offer's contemplated bene-
fits to the Company; or
(b) there shall have been any action threatened or taken, or any approval
withheld, or any statute, rule or regulation invoked, proposed, sought,
promulgated, enacted, entered, amended, enforced or deemed to be applicable
to the Offer or the Company or any of its subsidiaries, by any government
or governmental, regulatory or administrative authority or agency or tribu-
nal, domestic or foreign, which, in the sole judgment of the Company, would
or might directly or indirectly result in any of the consequences referred
to in clause (i) or (ii) of paragraph (a) above; or
(c) there shall have occurred (i) the declaration of any banking morato-
rium or any suspension of payments in respect of banks in the United States
(whether or not mandatory); (ii) any general suspension of trading in, or
limitation on prices for, securities on any United States national securi-
ties exchange or in the over-the-counter market; (iii) the commencement of
a war, armed hostilities or any other national or international crisis di-
rectly or indirectly involving the United States; (iv) any limitation
(whether or not mandatory) by any governmental, regulatory or administra-
tive agency or authority on, or any event which, in the sole judgment of
the Company, might materially affect, the extension of credit by banks or
other lending institutions in the United States; (v) any significant de-
crease in the market price of the Shares or in the market prices of equity
securities generally in the United States or any change in the general po-
litical, market, economic or financial conditions or in the commercial pa-
per markets in the United States or abroad that could have in the sole
judgment of the Company a material adverse effect on the business, condi-
tion (financial or otherwise), income, operations or prospects of the Com-
pany and its subsidiaries, taken as a whole, or on the trading in the
Shares or on the proposed financing for the Offer; (vi) in the case of any
of the foregoing existing at the time of the announcement of the Offer, a
material acceleration or worsening thereof; or (vii) any decline in either
the Dow Jones Industrial Average or the S&P 500 Composite Index by an
amount in excess of 10% measured from the close of business on September
11, 1996; or
(d) any change shall occur or be threatened in the business, condition
(financial or other), income, operations or prospects of the Company and
its subsidiaries, taken as a whole, which in the sole judgment of the Com-
pany is or may be material to the Company and its subsidiaries taken as a
whole; or
(e) a tender or exchange offer with respect to some or all of the Shares
(other than the Offer), or a merger or acquisition proposal for the Compa-
ny, shall have been proposed, announced or made by another person or shall
have been publicly disclosed, or the Company shall have learned that (i)
any person or "group" (within the meaning of Section 13(d)(3) of the Ex-
change Act) shall have acquired or proposed to acquire beneficial ownership
of more than 5% of the outstanding Shares, or any new group shall have been
formed that beneficially owns more than 5% of the outstanding Shares; or
(f) any person or group shall have filed a Notification and Report Form
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 reflecting
an intent to acquire the Company or any of its Shares.
The foregoing conditions are for the Company's sole benefit and may be as-
serted by the Company regardless of the circumstances giving rise to any such
condition (including any action or inaction by the Company) or may be waived
by the Company in whole or in part. The Company's failure at any time to exer-
cise any of the foregoing rights shall not be deemed a waiver of any such
right, and each such right shall be deemed an ongoing right that may be as-
serted at any time and from time to time. Any determination by the Company
concerning the events described above and any related judgment or decision by
the Company regarding the inadvisability of proceeding with the purchase of or
payment for any Shares tendered will be final and binding on all parties.
17
<PAGE>
7.PRICE RANGE OF SHARES; DIVIDENDS
The Shares are listed and principally traded on the NYSE. The Shares are
also listed and traded on the Philadelphia Stock Exchange, the London Exchange
and the Swiss Exchange. The high and low closing sales prices per Share on the
NYSE Composite Tape as compiled from published financial sources and the quar-
terly cash dividends paid per Share for the periods indicated are listed be-
low:
<TABLE>
<CAPTION>
HIGH LOW DIVIDENDS
------- ------- ---------
<S> <C> <C> <C>
FISCAL 1995
1st Quarter (ended October 30, 1994)............... $41.125 $37.25 $.28
2nd Quarter (ended January 29, 1995)............... 45.625 41.00 .31
3rd Quarter (ended April 30, 1995)................. 51.25 42.625 .31
4th Quarter (ended July 30, 1995).................. 50.75 46.00 .31
FISCAL 1996
1st Quarter (ended October 29, 1995)............... $53.00 $45.00 $.31
2nd Quarter (ended January 28, 1996)............... 61.875 51.25 .345
3rd Quarter (ended April 28, 1996)................. 66.50 57.125 .345
4th Quarter (ended July 28, 1996).................. 70.50 60.375 .345
FISCAL 1997
1st Quarter (July 29, 1996 through September 11,
1996)............................................. $76.375 $65.125 --
</TABLE>
On September 4, 1996, the last full trading day on the NYSE prior to the issu-
ance by the Company of the first of certain press releases described in "Cer-
tain Information about the Company--Recent Events" in Section 11, the closing
per Share sales price as reported on the NYSE Composite Tape was $67.50. The
closing per Share sales price as reported on the NYSE Composite Tape on Sep-
tember 10, 1996, the last full trading day before the announcement by the Com-
pany of the price range of and the number of Shares sought in the Offer, was
$76.375. THE COMPANY URGES SHAREOWNERS TO OBTAIN CURRENT QUOTATIONS OF THE
MARKET PRICE OF THE SHARES.
The Company anticipates that its next regular quarterly dividend payment
will be considered at a meeting of the Board of Directors of the Company to be
held in late September 1996. It is presently expected that if a quarterly div-
idend is declared at such meeting, it will be payable to the shareowners of
record as of October 9, 1996. Since the Expiration Date will occur after Octo-
ber 9, 1996, holders of record on such date of Shares purchased in the Offer
will be entitled to receive any dividend declared by the Board of Directors of
the Company to be paid to shareowners of record as of October 9, 1996 regard-
less of whether such Shares were tendered pursuant to the Offer prior to, on
or after October 9, 1996.
8.BACKGROUND AND PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER
For information with respect to certain events relating to the Company, see
"Certain Information about the Company--Recent Events" in Section 11 and the
summary therein of the text of the press releases issued by the Company on
September 4 and 5, 1996 contained therein. The Company also announced on Sep-
tember 5, 1996 its intention to make an offer to purchase a portion of its
Shares, with details to be announced in the following week. On September 10,
1996, the Company announced its intention to commence the Offer on September
12, 1996 and included in such announcement certain terms of the Offer consis-
tent with those set forth in this Offer to Purchase.
The Company is making the Offer in order (i) to use the Company's cash and
debt capacity to improve the Company's capital structure and lower its cost of
capital for the benefit of its shareowners and (ii) to afford to those
shareowners who desire liquidity an opportunity to sell all or a portion of
their Shares without the usual transaction costs associated with open market
sales. After the Offer is completed, the Company expects to have sufficient
cash flow and access to other sources of capital to fund its growth
initiatives such as building its brands and making strategic acquisitions.
18
<PAGE>
The Offer provides shareowners who are considering a sale of all or a por-
tion of their Shares the opportunity to determine the price or prices (not
greater than $80.00 nor less than $69.00 per Share) at which they are willing
to sell their Shares and, if any such Shares are purchased pursuant to the Of-
fer, to sell those Shares for cash to the Company. Any Odd Lot Owners whose
Shares are purchased pursuant to the Offer will avoid both the payment of bro-
kerage commissions and any applicable odd lot discounts payable on sales of
odd lots. To the extent the purchase of Shares in the Offer results in a re-
duction in the number of shareowners of record, the costs to the Company for
services to shareowners will be reduced. Shareowners who determine not to ac-
cept the Offer will increase their proportionate interest in the Company's eq-
uity, and thus in the Company's future earnings and assets, subject to the
Company's right to issue additional Shares and other equity securities in the
future.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
SHAREOWNERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDA-
TION TO ANY SHAREOWNER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING
SHARES AND NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS HAS AUTHORIZED ANY
PERSON TO MAKE ANY SUCH RECOMMENDATION. THE COMPANY HAS BEEN ADVISED THAT NONE
OF ITS DIRECTORS OR EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT
TO THE OFFER.
Pursuant to the Major Stockholders' Voting Trust (the "Voting Trust"), dated
June 2, 1990, among Dorrance H. Hamilton, Charles H. Mott and John A. van
Beuren, as Voting Trustees, and certain related persons, the Voting Trustees
of the Voting Trust have been granted sole voting power with respect to
31,292,250 Shares which, as of July 28, 1996, represented 12.7% of the out-
standing Shares (12.3% assuming the exercise of all outstanding Options). In
addition, Bennett Dorrance, John T. Dorrance, III and Mary Alice Malone bene-
ficially own 26,284,836, 26,128,784 and 27,059,214 Shares, respectively, which
as of July 28, 1996, represented 10.6%, 10.6% and 10.9%, respectively, of the
outstanding Shares (10.4%, 10.3% and 10.7%, respectively, assuming the exer-
cise of all outstanding Options). If the Company purchases 18,000,000 Shares
pursuant to the Offer, assuming no Shares under control of the Voting Trust or
beneficially owned by Bennett Dorrance, John T. Dorrance, III and Mary Alice
Malone are tendered pursuant to the Offer, Shares under the control of the
Voting Trust would represent approximately 13.7% of the outstanding Shares
(approximately 13.3% assuming the exercise of all outstanding Options) and
Shares beneficially owned by Bennett Dorrance, John T. Dorrance, III and Mary
Alice Malone would represent approximately 11.5%, 11.4% and 11.8%, respective-
ly, of the outstanding Shares (approximately 11.2%, 11.1% and 11.5%, respec-
tively, assuming the exercise of all outstanding Options). Voting Trustees of
the Voting Trust have been granted varying degrees of dispositive power to di-
rect the sale of Shares held in the Voting Trust. Participants in the Voting
Trust have informed the Company that the Voting Trust was formed as a vehicle
for acting together as to matters which may arise affecting the Company's
business, in order to obtain their objective of maximizing the value of their
Shares. Charles H. Mott, Bennett Dorrance and Mary Alice Malone are presently
members of the Board of Directors of the Company.
With respect to, and in addition to, the open market purchase program an-
nounced by the Company on September 5, 1996 (as described in the
"Introduction" and in "Certain Information about the Company--Recent Events"
in Section 11), the Company may in the future purchase additional Shares on
the open market, in private transactions, through tender offers or otherwise.
Any such purchases may be on the same terms as, or on terms that are more or
less favorable to shareowners than, the terms of the Offer. However, Rule 13e-
4 promulgated under the Exchange Act generally prohibits the Company and its
affiliates from purchasing any Shares, other than pursuant to the Offer, until
at least ten business days after the expiration or termination of the Offer.
Any possible future purchases by the Company will depend on many factors, in-
cluding the market price of the Shares, the results of the Offer, the
Company's business and financial position and general economic and market con-
ditions.
19
<PAGE>
Shares the Company acquires pursuant to the Offer will be retained as trea-
sury stock by the Company (unless and until the Company determines to retire
such Shares) and will be available for the Company to issue without further
shareowner action (except as required by applicable law or, if retired, the
rules of any securities exchange on which Shares are listed) for purposes in-
cluding, but not limited to, the acquisition of other businesses, the raising
of additional capital for use in the Company's business and the satisfaction
of obligations under existing or future employee benefit plans. The Company
has no current plans for issuance of the Shares repurchased pursuant to the
Offer.
9. INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND
ARRANGEMENTS CONCERNING THE SHARES
As of July 28, 1996, there were 247,228,102 Shares outstanding and 6,390,760
Shares issuable upon exercise of all outstanding Options. As of July 28, 1996,
the Company's directors and executive officers as a group (35 persons) benefi-
cially owned 103,601,517 Shares (including 1,057,514 Shares issuable to such
persons upon exercise of Options exercisable within sixty days of such date)
which constituted 41.7% of the outstanding Shares (including Shares issuable
if Options held by the Company's directors and executive officers exercisable
within sixty days of such date were exercised) at such time. If the Company
purchases 18,000,000 Shares pursuant to the Offer (7.3% of the outstanding
Shares as of July 28, 1996) and no director or executive officer tenders
Shares pursuant to the Offer, then after the purchase of Shares pursuant to
the Offer, the Company's directors and executive officers as a group would
beneficially own approximately 45.0% of the outstanding Shares (including
Shares issuable if Options held by the Company's directors and executive offi-
cers exercisable within sixty days of such date were exercised).
Pursuant to the Voting Trust, the Voting Trustees of the Voting Trust have
been granted sole voting power with respect to 31,292,250 Shares which, as of
July 28, 1996, represented 12.7% of the outstanding Shares (12.3% assuming the
exercise of all outstanding Options). If the Company purchases 18,000,000
Shares pursuant to the Offer, assuming no Shares under control of the Voting
Trust are tendered pursuant to the Offer, Shares under the control of the Vot-
ing Trust would represent approximately 13.7% of the outstanding Shares (ap-
proximately 13.3% assuming the exercise of all outstanding Options). Charles
H. Mott is presently a member of the Board of Directors of the Company. See
Section 8. As of July 28, 1996, Mary Alice Malone and Bennett Dorrance, each a
member of the Board of Directors of the Company, held 27,059,214 and
26,284,836 Shares, respectively, representing 10.9% and 10.6%, respectively,
of the outstanding Shares (10.7% and 10.4%, respectively, assuming the exer-
cise of all outstanding Options). If the Company purchases 18,000,000 Shares
pursuant to the Offer, assuming no Shares owned by Mary Alice Malone and
Bennett Dorrance are tendered pursuant to the Offer, Shares owned by Mary Al-
ice Malone and Bennett Dorrance would represent approximately 11.8% and 11.5%,
respectively, of the outstanding Shares (approximately 11.5% and 11.2%, re-
spectively, assuming the exercise of all outstanding Options).
Except as set forth in Schedule I hereto, based upon the Company's records
and upon information provided to the Company by its directors, executive offi-
cers, associates and subsidiaries, neither the Company nor any of its associ-
ates or subsidiaries or persons controlling the Company nor, to the best of
the Company's knowledge, any of the directors or executive officers of the
Company or any of its subsidiaries, nor any associates or subsidiaries of any
of the foregoing, has effected any transactions in the Shares during the 40
business days prior to the date hereof.
Except as set forth in this Offer to Purchase, neither the Company or any
person controlling the Company nor, to the Company's knowledge, any of its di-
rectors or executive officers, is a party to any contract, arrangement, under-
standing or relationship with any other person relating, directly or indirect-
ly, to the Offer with respect to any securities of the Company (including, but
not limited to, any contract, arrangement, understanding or relationship con-
cerning the transfer or the voting of any such securities, joint ventures,
loan or option arrangements, puts or calls, guarantees of loans, guarantees
against loss or the giving or withholding of proxies, consents or authoriza-
tions).
20
<PAGE>
10.SOURCE AND AMOUNT OF FUNDS
Assuming that the Company purchases 18,000,000 Shares pursuant to the Offer
at a purchase price of $80.00 per Share, the Company expects the maximum ag-
gregate cost, including all fees and expenses applicable to the Offer, to be
approximately $1.444 billion. The Company estimates that substantially all of
the funds necessary to pay such amounts will come from commercial paper issued
in private placements at rates and terms commercially available at the time of
issuance, with the remaining amount to come from cash held by the Company.
Although the Company currently does not have specific plans, it does antici-
pate, depending on business and market conditions, refinancing or replacing
all or a portion of the cash and commercial paper used to purchase Shares in
the Offer with proceeds from sales of debt securities or such other financing
as the Company deems appropriate (which may include intermediate or long-term
borrowings at fixed or floating rates, any or all of which may be higher or
lower than the interest rates applicable to any initial commercial paper used
to finance the purchase of Shares in the Offer).
11.CERTAIN INFORMATION ABOUT 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 or-
ganized on November 23, 1922; however, through predecessor organizations, its
beginnings in the food business can be traced back to 1869. The principal ex-
ecutive 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-Ameri-
can, 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; refrig-
erated foods such as salads, antipasto, salad dressings, dips, sauces, des-
serts 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.
Historical Financial Information. The table below sets forth summary histor-
ical consolidated financial information of the Company and its subsidiaries.
The historical financial information for fiscal years 1994 and 1995 (other
than the ratios of earnings to fixed charges) has been derived from, and
should be read in conjunction with, the audited consolidated financial state-
ments of the Company as reported in the Company's Annual Reports on Form 10-K
for the fiscal years ended July 31, 1994 and July 30, 1995, each of which,
along with the audited consolidated financial statements of the Company as re-
ported in each of the Company's Quarterly Reports on Form 10-Q for the periods
ended October 29, 1995, January 28, 1996 and April 28, 1996, is hereby incor-
porated herein by reference. The Company's audited financial statements for
the fiscal year ended July 28, 1996 will be filed with the Company's Annual
Report on Form 10-K for fiscal year 1996. The summary historical financial in-
formation should be read in conjunction with, and is qualified in its entirety
by reference to, the audited financial statements and the related notes
thereto from which it has been derived. In addition, the historical financial
information for fiscal year 1996 is preliminary and subject to completion of
the audit for such period. Such historical financial information for fiscal
year 1996 was set forth in a press release issued by the Company on September
4, 1996, a copy of which is filed as an exhibit to the Schedule 13E-4 (as de-
fined in Section 17) and is hereby incorporated herein by reference, and
21
<PAGE>
certain historical financial information excerpted therefrom for fiscal year
1996 is set forth in "--Recent Events" below. Copies of reports may be in-
spected or obtained from the Commission in the manner specified in "--Addi-
tional Information" below.
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
FISCAL YEAR
ENDED (5)
-------------
JULY JULY
31, 30, UNAUDITED FISCAL
1994 1995 YEAR ENDED (5)
(6) (6) JULY 28, 1996
------ ------ ----------------
(IN MILLIONS, EXCEPT RATIOS
AND PER SHARE AMOUNTS)
<S> <C> <C> <C>
Income Statement:
Net sales....................................... $6,664 $7,250 $7,678
Net earnings.................................... 630 698 802
Net earnings per Share (1)...................... $ 2.51 $ 2.80 $ 3.22
Weighted average number of Shares outstanding... 251 249 249
Ratio of earnings to fixed charges (2).......... 10.4 8.4 8.6
Balance Sheet:
Total current assets............................ $1,601 $1,581 $1,618
Total assets (3)................................ 4,992 6,315 6,632
Notes payable and long term debt................ 994 1,722 1,609
Shareowners' equity............................. 1,989 2,468 2,742
Book value per Share (4)........................ $ 8.02 $ 9.91 $11.10
</TABLE>
NOTES TO SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
(1) All net earnings per Share data is based on the weighted average Shares
outstanding during the applicable periods. The potential dilution from the
exercise of Options is not material.
(2) 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.
(3) Total assets include intangible assets, net of accumulated amortization,
of $582 million, $1,715 million and $1,808 million at July 31, 1994, July
30, 1995 and July 28, 1996, respectively.
(4) Book value per Share is calculated as total shareowners' equity divided by
the number of Shares outstanding at the end of the period.
(5) The Company's fiscal year ends on the Sunday nearest July 31.
(6) Reclassified to conform with 1996 presentation.
22
<PAGE>
Pro Forma Financial Information. The following summary unaudited consoli-
dated pro forma financial information gives effect to the purchase of Shares
pursuant to the Offer, based on certain assumptions described in the Notes to
Summary Unaudited Consolidated Pro Forma Financial Information and gives ef-
fect to the purchase of Shares pursuant to the Offer as if it had occurred on
August 1, 1994 and July 31, 1995, with respect to income statement data and on
July 30, 1995 and July 28, 1996, with respect to balance sheet data. The pro
forma financial information should be read in conjunction with the historical
consolidated financial information incorporated herein by reference and does
not purport to be indicative of the results that would actually have been ob-
tained had the purchase of the Shares pursuant to the Offer been completed at
the dates indicated or that may be obtained in the future.
SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
<TABLE>
<CAPTION>
FISCAL YEAR ENDED JULY 30, 1995 FISCAL YEAR ENDED JULY 28,
(5) 1996 (5)
-------------------------------- ----------------------------
PRO FORMA (6) PRO FORMA (6)
----------------- -----------------
ASSUMED ASSUMED ASSUMED ASSUMED
$69.00 $80.00 $69.00 $80.00
PURCHASE PURCHASE UNAUDITED PURCHASE PURCHASE
HISTORICAL (7) PRICE PRICE HISTORICAL PRICE PRICE
-------------- -------- -------- ---------- -------- --------
(IN MILLIONS, EXCEPT RATIOS AND PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
Income Statement:
Net sales................... $7,250 $7,250 $7,250 $7,678 $7,678 $7,678
Net earnings................ 698 651 643 802 755 747
Net earnings per Share (1).. $ 2.80 $ 2.82 $ 2.78 $ 3.22 $ 3.27 $ 3.23
Weighted average number of
Shares outstanding......... 249 231 231 249 231 231
Ratio of earnings to fixed
charges (2)................ 8.4 5.5 5.2 8.6 5.8 5.5
Balance Sheet:
Total current assets........ $1,581 $1,581 $1,581 $1,618 $1,618 $1,618
Total assets (3)............ 6,315 6,316 6,316 6,632 6,633 6,633
Notes payable and long term
debt....................... 1,722 2,969 3,167 1,609 2,856 3,054
Shareowners' equity......... 2,468 1,222 1,024 2,742 1,496 1,298
Book value per Share (4).... $ 9.91 $ 5.29 $ 4.43 $11.10 $ 6.53 $ 5.67
</TABLE>
NOTES TO SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
(1) All net earnings per Share data is based on the weighted average Shares
outstanding during the applicable periods. The potential dilution from the
exercise of Options is not material.
(2) The ratios of earnings to fixed charges were computed by dividing earnings
by fixed charges. For this purpose, earnings include earnings before eq-
uity in earnings of affiliates and minority interests and taxes on earn-
ings and fixed charges. Fixed charges include interest and amortization of
debt expenses and the estimated interest component of rentals.
(3) Total assets include intangible assets, net of accumulated amortization,
of $1,715 million and $1,808 million at July 30, 1995 and July 28, 1996,
respectively.
(4) Book value per Share is calculated as total shareowners' equity divided by
the number of Shares outstanding at the end of the period.
(5) The Company's fiscal year ends on the Sunday nearest July 31.
(6) The information assumes 18,000,000 Shares are purchased by the Company at
$69.00 per Share and $80.00 per Share, with the purchase being financed
with the proceeds from borrowings of $1.242 billion and $1.44 billion, re-
spectively. The assumed annualized short-term and long-term interest rates
used for pro forma income statement purposes are 5.5% and 6.9%, respec-
tively, and represent the current average interest rates experienced by
the Company. The provision for income taxes has been adjusted based on the
appropriate statutory rates. Fees assumed incurred in connection with such
borrowings have been capitalized as deferred financing costs and amortized
over the average life of the borrowing. Expenses directly related to the
Offer are assumed to be $4 million and are included as part of the cost of
the Shares acquired. The pro forma financial information assumes that none
of the 6,390,760 Shares issuable upon exercise of all outstanding Options
are purchased pursuant to the Offer.
(7) Reclassified to conform with 1996 presentation.
23
<PAGE>
Recent Events. On September 4 and 5, 1996, the Company issued press
releases with respect to certain events relating to the Company, a summary of
which follows.
The Company announced a new business strategy including the following
actions: a $1 billion open market purchase program expected to be implemented
following the Offer over the next two fiscal years and an agreement to acquire
the Erasco Group of Companies, Germany's leading manufacturer and marketer of
canned soup, for approximately $210 million. The Company plans the divestiture
of certain non-strategic businesses with sales of approximately $500 million
over the next two years. The Company will undertake a refocusing and sale of
various other plant operations including closing a ramen noodle operation in
Atlanta, Georgia, reconfiguring Pepperidge Farm's biscuit operation at its
Lakeland, Florida facility and selling poultry processing operations located
in Douglas, Georgia, Tecumseh, Nebraska and Worthington, Minnesota, as well as
a number of targeted reductions in administrative and operational staff
functions, including the elimination of approximately 650 positions in
operations across North America. These moves will result in a first quarter
fiscal 1997 after-tax charge of approximately $160 million and are expected to
result in savings of $200 million over the next two years.
The Company also announced the acquisition of Kettle Chip Company in July
1996 by Arnotts Limited, Australia's leading biscuit company, of which the
Company is a majority owner; the formation of PT Helios Arnotts Indonesia, the
Company's first Asian biscuit manufacturing joint venture with Arnotts Limited
and Helios Food, part of the Kalbe Farma Group, one of Indonesia's largest
business conglomerates; and the formation of a joint venture with Nakano
Vinegar Company, a well-established food company in Japan, to market and
distribute Campbell's soups. Copies of these press releases were filed by the
Company with the Commission as exhibits to the Current Report on Form 8-K on
September 5, 1996 and are incorporated herein by reference.
The Company included in the September 4, 1996 press release certain
unaudited consolidated financial information for the Company which is set
forth below and is qualified by reference thereto.
24
<PAGE>
CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
THREE MONTHS ENDED TWELVE MONTHS ENDED
-------------------- --------------------
JULY 28, JULY 30, JULY 28, JULY 30,
1996 1995(1) 1996 1995(1)
--------- --------- --------- ---------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Net sales.......................... $ 1,640 $ 1,626 $ 7,678 $ 7,250
--------- --------- --------- ---------
Costs and expenses:
Cost of products sold............ 912 954 4,363 4,255
Selling, general and
administrative expenses......... 434 433 1,998 1,848
--------- --------- --------- ---------
1,346 1,387 6,361 6,103
--------- --------- --------- ---------
Earnings before interest and
taxes............................. 294 239 1,317 1,147
Interest, net.................... 25 33 120 105
--------- --------- --------- ---------
Earnings before taxes.............. 269 206 1,197 1,042
Taxes on earnings.................. 89 63 395 344
--------- --------- --------- ---------
Net earnings....................... $ 180 $ 143 $ 802 $ 698
========= ========= ========= =========
Per Share:
Net earnings..................... $ .73 $ .57 $ 3.22 $ 2.80
========= ========= ========= =========
Dividends........................ $ .345 $ .31 $ 1.35 $ 1.21
========= ========= ========= =========
Average Shares outstanding
(weighted)........................ 248 250 249 249
========= ========= ========= =========
</TABLE>
CONSOLIDATED SUPPLEMENTAL SCHEDULE OF SALES AND EARNINGS
<TABLE>
<CAPTION>
THREE MONTHS ENDED TWELVE MONTHS ENDED
------------------------------ ------------------------------
JULY 28, JULY 30, PERCENT JULY 28, JULY 30, PERCENT
1996 1995 CHANGE 1996 1995 CHANGE
-------- -------- ------- -------- -------- -------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
Sales:
Contributions:
U.S.A. ............... $ 907.8 $ 930.4 -2% $4,561.1 $4,295.2 6%
Bakery &
Confectionery........ 429.1 379.5 (1) 13% 1,722.0 1,599.3 (1) 8%
International
Grocery.............. 323.5 329.1 -2% 1,476.3 1,411.9 5%
Interdivision......... (19.9) (13.4) (81.2) (56.8)
-------- -------- -------- --------
Total sales........... $1,640.5 $1,625.6 1% $7,678.2 $7,249.6 6%
======== ======== ======== ========
Earnings:
Contributions:
U.S.A. ............... $ 221.5 $ 182.9 21% $1,033.3 $ 885.0 17%
Bakery &
Confectionery........ 48.9 42.9 14% 197.2 182.1 8%
International
Grocery.............. 30.2 31.7 -5% 135.7 135.0 1%
-------- -------- -------- --------
Total operating
earnings........... 300.6 257.5 17% 1,366.2 1,202.1 14%
Unallocated
corporate
expenses........... (6.9) (18.2) (49.4) (55.1)
-------- -------- -------- --------
Earnings before
interest and taxes.... 293.7 239.3 23% 1,316.8 1,147.0 15%
Interest, net.......... (24.8) (33.1) (120.1) (105.2)
Taxes on earnings...... (88.5) (63.2) (394.9) (343.8)
-------- -------- -------- --------
Net earnings........... $ 180.4 $ 143.0 26% $ 801.8 $ 698.0 15%
======== ======== ======== ========
Net earnings per
Share................. $ .73 $ .57 28% $ 3.22 $ 2.80 15%
======== ======== ======== ========
</TABLE>
NOTES TO CONSOLIDATED STATEMENTS OF EARNINGS AND CONSOLIDATED SUPPLEMENTAL
SCHEDULE OF SALES AND EARNINGS
(1) Reclassified to conform with 1996 presentation.
25
<PAGE>
Additional Information. The Company is subject to the informational filing
requirements of the Exchange Act and, in accordance therewith, is obligated to
file reports and other information with the Commission relating to its busi-
ness, financial condition and other matters. Information, as of particular
dates, concerning the Company's directors and officers, their remuneration,
options granted to them, the principal holders of the Company's securities and
any material interest of such persons in transactions with the Company is re-
quired to be disclosed in proxy statements distributed to the Company's
shareowners and filed with the Commission. Such reports, proxy statements and
other information can be inspected and copied at the public reference facili-
ties maintained by the Commission at 450 Fifth Street, N.W., Room 2120, Wash-
ington D.C. 20549; at its regional offices located at 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade Center, New York,
New York 10048. Copies of such material may also be obtained by mail, upon
payment of the Commission's customary charges, from the Public Reference Sec-
tion of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington
D.C. 20549. The Commission also maintains a Web site on the World Wide Web at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the Com-
mission. Such reports, proxy statements and other information concerning the
Company also can be inspected at the offices of the NYSE, 20 Broad Street, New
York, New York 10005, on which the Shares are listed.
12.EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE
EXCHANGE ACT
The Company's purchase of Shares pursuant to the Offer will reduce the num-
ber of Shares that might otherwise trade publicly and is likely to reduce the
number of shareowners. Nonetheless, there will still be a sufficient number of
Shares outstanding and publicly traded following the Offer to ensure a contin-
ued trading market in the Shares. Based on the published guidelines of the
NYSE, the Philadelphia Stock Exchange, the London Exchange and the Swiss Ex-
change, the Company does not believe that its purchase of Shares pursuant to
the Offer will cause its remaining Shares to be delisted from such exchanges.
The Shares are currently "margin securities" under the rules of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit on the collateral of the Shares. The Company believes that, fol-
lowing the purchase of Shares pursuant to the Offer, the Shares will continue
to be "margin securities" for purposes of the Federal Reserve Board's margin
regulations.
The Shares are registered under the Exchange Act, which requires, among
other things, that the Company furnish certain information to its shareowners
and to the Commission and comply with the Commission's proxy rules in connec-
tion with meetings of the Company's shareowners. The Company believes that its
purchase of Shares pursuant to the Offer will not result in the Shares becom-
ing eligible for deregistration under the Exchange Act.
13.CERTAIN LEGAL MATTERS; REGULATORY AND FOREIGN APPROVALS
The Company is not aware of any license or regulatory permit that appears to
be material to its business that might be adversely affected by its acquisi-
tion of Shares as contemplated in the Offer or of any approval or other action
by any government or governmental, administrative or regulatory authority or
agency, domestic or foreign, that would be required for the Company's acquisi-
tion or ownership of Shares as contemplated by the Offer. Should any such ap-
proval or other action be required, the Company currently contemplates that it
will seek such approval or other action. The Company cannot predict whether it
may determine that it is required to delay the acceptance for payment of, or
payment for, Shares tendered pursuant to the Offer pending the outcome of any
such matter. There can be no assurance that any such approval or other action,
if needed, would be obtained or would be obtained without substantial condi-
tions or that the failure to obtain any such approval or other action might
not result in adverse consequences to the Company's business. The Company's
obligations under the Offer to accept for payment and pay for Shares are sub-
ject to certain conditions. See Section 6.
26
<PAGE>
14.CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The following summary describes certain United States federal income tax
consequences relevant to the Offer. The discussion contained in this summary
is based upon the Internal Revenue Code of 1986, as amended to the date hereof
(the "Code"), existing and proposed United States Treasury regulations promul-
gated thereunder, rulings, administrative pronouncements and judicial deci-
sions, changes to which could materially affect the tax consequences described
herein and could be made on a retroactive basis. As discussed below, depending
upon a shareowner's particular circumstances, the Company's purchase of such
shareowner's Shares pursuant to the Offer may be treated either as a sale or a
dividend for United States federal income tax purposes. Accordingly, such a
purchase generally will be referred to in this section of the Offer to Pur-
chase as an exchange of Shares for cash.
This summary does not apply to Shares reflecting interests in the U.S. Fund
or the Canadian Fund and may not apply to Shares acquired as compensation (in-
cluding Shares acquired upon the exercise of Options or which were or are sub-
ject to forfeiture restrictions). The summary also does not address the state,
local or foreign tax consequences of participating in the Offer. The summary
discusses only Shares held as capital assets, within the meaning of Section
1221 of the Code, and does not address all of the tax consequences that may be
relevant to particular shareowners in light of their personal circumstances,
or to certain types of shareowners (such as certain financial institutions,
dealers in securities or commodities, insurance companies, tax-exempt organi-
zations or persons who hold Shares as a position in a "straddle" or as a part
of a "hedging" or "conversion" transaction for United States federal income
tax purposes). In particular, the discussion of the consequences of an ex-
change of Shares for cash pursuant to the Offer applies only to a United
States Holder. For purposes of this summary, a "United States Holder" is a
holder of shares that is (i) a citizen or resident of the United States, (ii)
a corporation, partnership or other entity created or organized in or under
the laws of the United States, any State or any political subdivision thereof,
or (iii) an estate or trust, the income of which is subject to United States
federal income taxation regardless of its source. This discussion does not ad-
dress the tax consequences to foreign shareowners who will be subject to
United States federal income tax on a net basis on the proceeds of their ex-
change of Shares pursuant to the Offer because such income is effectively con-
nected with the conduct of a trade or business within the United States. Such
shareowners are generally taxed in a manner similar to United States Holders;
however, certain special rules apply. Foreign shareowners who are not subject
to United States federal income tax on a net basis should see Section 3 for a
discussion of the applicable United States withholding rules and the potential
for obtaining a refund of all or a portion of the tax withheld. EACH
SHAREOWNER SHOULD CONSULT SUCH SHAREOWNER'S TAX ADVISOR AS TO THE PARTICULAR
CONSEQUENCES OF PARTICIPATION IN THE OFFER.
United States Holders who receive cash pursuant to the Offer. An exchange of
Shares for cash pursuant to the Offer by a United States Holder will be a tax-
able transaction for United States federal income tax purposes. As a conse-
quence of the exchange, a United States Holder will, depending on such hold-
er's particular circumstances, be treated either as having sold such holder's
Shares or as having received a dividend distribution from the Company, with
the tax consequences described below.
Under Section 302 of the Code, a United States Holder whose Shares are ex-
changed pursuant to the Offer will be treated as having sold such holder's
Shares, and thus will recognize gain or loss if the exchange (i) is "not es-
sentially equivalent to a dividend" with respect to the holder, (ii) is "sub-
stantially disproportionate" with respect to such holder or (iii) results in a
"complete termination" of such holder's equity interest in the Company, each
as discussed below. In applying these tests, a United States Holder will be
treated as owning Shares actually or constructively owned by certain related
individuals and entities.
If a United States Holder sells Shares to persons other than the Company at
or about the time such holder also sells Shares to the Company pursuant to the
Offer, and the various sales effected by the holder are part of an overall
plan to reduce or terminate such holder's proportionate interest in the Compa-
ny, then the sales to persons other than the Company may, for United States
federal income
27
<PAGE>
tax purposes, be integrated with the holder's exchange of Shares pursuant to
the Offer and, if integrated, should be taken into account in determining
whether the holder satisfies any of the three tests described below.
A United States Holder will satisfy the "not essentially equivalent to a
dividend" test if the reduction in such holder's proportionate interest in the
Company constitutes a "meaningful reduction" given such holder's particular
facts and circumstances. The IRS has indicated in published rulings that any
reduction in the percentage interest of a shareowner whose relative stock in-
terest in a publicly-held corporation is minimal (an interest of less than 1%
should satisfy this requirement) and who exercises no control over corporate
affairs should constitute such a "meaningful reduction."
An exchange of Shares for cash will be "substantially disproportionate" with
respect to a United States Holder if the percentage of the then outstanding
Shares actually and constructively owned by such holder immediately after the
exchange is less than 80% of the percentage of the Shares actually and con-
structively owned by such holder immediately before the exchange.
A United States Holder that exchanges all Shares actually or constructively
owned by such holder for cash pursuant to the Offer will be treated as having
completely terminated such holder's equity interest in the Company.
If a United States Holder is treated as having sold such holder's Shares un-
der the tests described above, such holder will recognize gain or loss equal
to the difference between the amount of cash received and such holders' tax
basis in the Shares exchanged therefor. Any such gain or loss will be capital
gain or loss and will be long-term capital gain or loss if the holding period
of the Shares exceeds one year as of the date of the exchange.
If a United States Holder who exchanges Shares pursuant to the Offer is not
treated under Section 302 as having sold such holder's Shares for cash, the
entire amount of cash received by such holder will be treated as a dividend to
the extent of the Company's current and accumulated earnings and profits,
which the Company anticipates will be sufficient to cover the amount of any
such dividend and will be includible in the holder's gross income as ordinary
income in its entirety, without reduction for the tax basis of the Shares ex-
changed. No loss will be recognized. The United States Holder's tax basis in
the Shares exchanged generally will be added to such holder's tax basis in
such holder's remaining Shares. To the extent that cash received in exchange
for Shares is treated as a dividend to a corporate United States Holder, such
holder will be, (i) eligible for a dividends-received deduction (subject to
applicable limitations) and (ii) subject to the "extraordinary dividend" pro-
visions of the Code. To the extent, if any, that the cash received by a United
States Holder exceeds the Company's current and accumulated earnings and prof-
its, it will be treated first as a tax-free return of such holder's tax basis
in the Shares and thereafter as capital gain.
The Company cannot predict whether or to what extent the Offer will be over-
subscribed. If the Offer is oversubscribed, proration of tenders pursuant to
the Offer will cause the Company to accept fewer Shares than are tendered.
Therefore, a Holder can be given no assurance that a sufficient number of such
Holder's Shares will be exchanged pursuant to the Offer to ensure that such
exchange will be treated as a sale, rather than as a dividend, for United
States federal income tax purposes pursuant to the rules discussed above.
Shareowners who do not receive cash pursuant to the Offer. Shareowners, none
of whose Shares are exchanged pursuant to the Offer, will not incur any tax
liability as a result of the consummation of the Offer.
See Section 3 with respect to the application of United States federal in-
come tax withholding to payments made to foreign shareowners and backup with-
holding.
28
<PAGE>
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY.
EACH SHAREOWNER IS URGED TO CONSULT SUCH HOLDER'S OWN TAX ADVISOR TO DETERMINE
THE PARTICULAR TAX CONSEQUENCES TO HIM OR HER OF THE OFFER, INCLUDING THE AP-
PLICABILITY AND EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.
15. EXTENSION OF THE OFFER; TERMINATION; AMENDMENTS
The Company expressly reserves the right, in its sole discretion, at any
time and from time to time, and regardless of whether or not any of the events
set forth in Section 6 shall have occurred or shall be deemed by the Company
to have occurred, to extend the period of time during which the Offer is open
and thereby delay acceptance for payment of, and payment for, any Shares by
giving oral or written notice of such extension to the Depositary and making a
public announcement thereof. The Company also expressly reserves the right, in
its sole discretion, to terminate the Offer and not accept for payment or pay
for any Shares not theretofore accepted for payment or paid for or, subject to
applicable law, to postpone payment for Shares upon the occurrence of any of
the conditions specified in Section 6 hereof by giving oral or written notice
of such termination or postponement to the Depositary and making a public an-
nouncement thereof. The Company's reservation of the right to delay payment
for Shares which it has accepted for payment is limited by Rule 13e-4(f)(5)
promulgated under the Exchange Act, which requires that the Company must pay
the consideration offered or return the Shares tendered promptly after termi-
nation or withdrawal of a tender offer. Subject to compliance with applicable
law, the Company further reserves the right, in its sole discretion, and re-
gardless of whether any of the events set forth in Section 6 shall have oc-
curred or shall be deemed by the Company to have occurred, to amend the Offer
in any respect (including, without limitation, by decreasing or increasing the
consideration offered in the Offer to holders of Shares or by decreasing or
increasing the number of Shares being sought in the Offer). Amendments to the
Offer may be made at any time and from time to time effected by public an-
nouncement thereof, such announcement, in the case of an extension, to be is-
sued no later than 9:00 a.m., New York City time, on the next business day af-
ter the last previously scheduled or announced Expiration Date. Any public an-
nouncement made pursuant to the Offer will be disseminated promptly to
shareowners in a manner reasonably designated to inform shareowners of such
change. Without limiting the manner in which the Company may choose to make
any public announcement, except as provided by applicable law (including Rule
13e-4(e)(2) promulgated under the Exchange Act), the Company shall have no ob-
ligation to publish, advertise or otherwise communicate any such public an-
nouncement other than by making a release to the Dow Jones News Service.
If the Company makes a material change in the terms of the Offer or the in-
formation concerning the Offer, or if it waives a material condition of the
Offer, the Company will extend the Offer to the extent required by Rules 13e-
4(d)(2) and 13e-4(e)(2) promulgated under the Exchange Act, which require that
the minimum period during which an offer must remain open following material
changes in the terms of the offer or information concerning the offer (other
than a change in price or a change in percentage of securities sought) will
depend upon the facts and circumstances, including the relative materiality of
such terms or information. If (i) the Company increases or decreases the price
to be paid for Shares, the Company increases or decreases the Dealer Managers'
soliciting fee, the Company increases the number of Shares being sought and
such increase in the number of Shares being sought exceeds 2% of the outstand-
ing Shares, or the Company decreases the number of Shares being sought, and
(ii) the Offer is scheduled to expire at any time earlier than the expiration
of a period ending on the tenth business day from, and including, the date
that notice of such increase or decrease is first published, sent or given,
the Offer will be extended until the expiration of such period of ten business
days.
16.FEES AND EXPENSES
The Company has retained Goldman, Sachs & Co. ("Goldman Sachs") to act as
the Dealer Managers in connection with the Offer. Goldman Sachs will receive a
fee for their services as Dealer Managers of $.10 for each Share purchased by
the Company pursuant to the Offer. The Company also
29
<PAGE>
has agreed to reimburse Goldman Sachs for certain expenses incurred in connec-
tion with the Offer, including out-of-pocket expenses and the reasonable fees
and disbursements of their counsel and to indemnify Goldman Sachs against cer-
tain liabilities in connection with the Offer, including certain liabilities
under the federal securities laws. Goldman Sachs has rendered various invest-
ment banking and other advisory services to the Company in the past, for which
they have received customary compensation, and can be expected to render simi-
lar services to the Company in the future. The Company has retained D.F. King
& Co., Inc. as Information Agent and First Chicago Trust Company of New York
as Depositary in connection with the Offer. The Information Agent and the De-
positary will receive reasonable and customary compensation for their servic-
es. The Company will also reimburse the Information Agent and the Depositary
for out-of-pocket expenses, including reasonable attorneys' fees, and has
agreed to indemnify the Information Agent and the Depositary against certain
liabilities in connection with the Offer, including certain liabilities under
the federal securities laws. The Dealer Managers and Information Agent may
contact shareowners by mail, telephone, telex, telegraph and personal inter-
views, and may request brokers, dealers and other nominee shareowners to for-
ward materials relating to the Offer to beneficial owners. Neither the Infor-
mation Agent nor the Depositary has been retained to make solicitations or
recommendations in connection with the Offer.
The Company will not pay fees or commissions to any broker, dealer, commer-
cial bank, trust company or other person (other than the Dealer Managers) for
soliciting any Shares pursuant to the Offer. The Company will, however, on re-
quest, reimburse such persons for customary handling and mailing expenses in-
curred in forwarding materials in respect of the Offer to the beneficial own-
ers for which they act as nominees. No such broker, dealer, commercial bank or
trust company has been authorized to act as the Company's agent for purposes
of the Offer. The Company will pay (or cause to be paid) any stock transfer
taxes on its purchase of Shares, except as otherwise provided in Instruction 7
of the Letter of Transmittal.
17.MISCELLANEOUS
The Company is not aware of any jurisdiction where the making of the Offer
is not in compliance with applicable law. If the Company becomes aware of any
jurisdiction where the making of the Offer is not in compliance with any valid
applicable law, the Company will make a good faith effort to comply with such
law. If, after such good faith effort, the Company cannot comply with such
law, the Offer will not be made to (nor will tenders be accepted from or on
behalf of) the holders of Shares residing in such jurisdiction. In any juris-
diction the securities or blue sky laws of which require the Offer to be made
by a licensed broker or dealer, the Offer is being made on the Company's be-
half by the Dealer Managers or one or more registered brokers or dealers li-
censed under the laws of such jurisdiction.
Pursuant to Rule 13e-4 promulgated under the Exchange Act, the Company has
filed with the Commission an Issuer Tender Offer Statement on Schedule 13E-4
(the "Schedule 13E-4") which contains additional information with respect to
the Offer. The Schedule 13E-4, including the exhibits and any amendments
thereto, may be examined, and copies may be obtained, at the same places and
in the same manner as is set forth in Section 11 with respect to information
concerning the Company.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESEN-
TATION ON BEHALF OF THE COMPANY OR THE DEALER MANAGERS IN CONNECTION WITH THE
OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED
LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE DEALER
MANAGERS.
Campbell Soup Company
September 12, 1996
30
<PAGE>
SCHEDULE I
CERTAIN TRANSACTIONS INVOLVING SHARES
Except as set forth below, based upon the Company's records and upon infor-
mation provided to the Company by its directors, executive officers, associ-
ates and subsidiaries, neither the Company nor any of its associates or sub-
sidiaries or persons controlling the Company nor, to the best of the Company's
knowledge, any of the directors or executive officers of the Company or any of
its subsidiaries, nor any associates or subsidiary of any of the foregoing,
has effected any transactions in the Shares during the 40 business days prior
to September 12, 1996.
1. The Company repurchased 525,000 Shares at prices ranging from $64.875 to
$70.375 between July 17, 1996 and August 16, 1996 pursuant to its previously
authorized Share repurchase program.
2. The Company issued Options to purchase 417 Shares to the Company's newly
elected director, Kent B. Foster, in August 1996 consistent with the Company's
existing director compensation policy.
S-1
<PAGE>
Facsimile copies of the Letter of Transmittal will be accepted. The Letter
of Transmittal and certificates for the Shares and any other required docu-
ments should be sent or delivered by each shareowner or such shareowner's bro-
ker, dealer, commercial bank, trust company or other nominee to the Depositary
at its address set forth below:
The Depositary for the Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By Mail: By Facsimile By Hand or By Overnight
Transmission: Courier:
Tenders & Exchanges
P.O. Box 2569-Suite (201) 222-4720 Tenders & Exchanges
4660-CSC or 14 Wall Street, Suite
Jersey City, New Jersey (201) 222-4721 4680-CSC
07303-2569 8th Floor
New York, New York 10005
Confirm Receipt of Notice of Guaranteed Delivery by Telephone:
(201) 222-4707
Any questions or requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed De-
livery may be directed to the Information Agent, at the telephone number and
address below. Shareowners may also contact their broker, dealer, commercial
bank or trust company for assistance concerning the Offer. To confirm delivery
of Shares, shareowners are directed to contact the Depositary.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
(800) 488-8035 (TOLL FREE)
Banks and Brokers Call (212) 269-5550 (collect)
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
In New York State: (212) 902-1000 (collect)
Other Areas: (800) 323-5678 (toll free)
September 12, 1996
<PAGE>
Exhibit (a)(2)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
CAMPBELL SOUP COMPANY
PURSUANT TO THE OFFER TO PURCHASE DATED SEPTEMBER 12, 1996
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON THURSDAY, OCTOBER 10, 1996, UNLESS THE OFFER IS
EXTENDED.
The Depositary for the Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<CAPTION>
By Mail: By Facsimile Transmission: By Hand or By Overnight Courier:
<S> <C> <C>
Tenders & Exchanges (201) 222-4720 Tenders & Exchanges
P.O. Box 2569-Suite 4660-CSC or 14 Wall Street, Suite 4680-CSC
Jersey City, New Jersey (201) 222-4721 8th Floor
07303-2569 New York, New York 10005
Confirm Receipt of Notice of Guaranteed
Delivery by Telephone:
(201) 222-4707
</TABLE>
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
----------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED SHARES TENDERED(ATTACH
HOLDER(S) (PLEASE FILL IN EXACTLY AS NAME(S) ADDITIONAL SIGNED LIST IF
APPEAR(S) ON CERTIFICATE(S)) NECESSARY)
----------------------------------------------------------------------
TOTAL NUMBER
OF SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARES
NUMBER(S)(/1/) CERTIFICATE(S) TENDERED(/2/)
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
TOTAL SHARES
----------------------------------------------------------------------------
Indicate in this box the order (by certificate number) in which Shares
are to be purchased in the event of proration.(/3/) (Attach additional
signed list if necessary.)
See Instruction 16
1st 2nd 3rd 4th 5th:
----------------------------------------------------------------------------
(/1/) Need not be completed by shareowners tendering Shares by book-entry
transfer.
(/2/) Unless otherwise indicated, it will be assumed that all Shares
represented by each Share certificate delivered to the Depositary are
being tendered hereby. See Instruction 4.
(/3/) If you do not designate an order, then in the event less than all
Shares tendered are purchased due to proration, Shares will be
selected for purchase by the Depositary. See Instruction 16.
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE
INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONES LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO THE COMPANY WILL NOT
BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID
DELIVERY. DELIVERIES TO BOOK-ENTRY TRANSFER FACILITIES WILL NOT CONSTITUTE
VALID DELIVERY TO THE DEPOSITARY.
This Letter of Transmittal is to be used only if certificates are to be
forwarded herewith or if delivery of Shares (as defined below) is to be made
by book-entry transfer to the Depositary's account at The Depository Trust
Company ("DTC") or Philadelphia Depository Trust Company ("PDTC") (hereinafter
collectively referred to as the "Book-Entry Transfer Facilities") pursuant to
the procedures set forth in Section 3 of the Offer to Purchase (as defined
below). THIS LETTER OF TRANSMITTAL MAY BE USED FOR SHARES CREDITED TO ACCOUNTS
IN THE COMPANY'S DIVIDEND REINVESTMENT PLAN (THE "DIVIDEND REINVESTMENT PLAN")
(SEE BOX ENTITLED "DIVIDEND REINVESTMENT PLAN SHARES"), BUT THIS LETTER OF
TRANSMITTAL MAY NOT BE USED FOR SHARES ATTRIBUTABLE TO INDIVIDUAL ACCOUNTS
UNDER THE COMPANY'S SAVINGS AND 401(K) PLAN FOR SALARIED EMPLOYEES AND ITS
SAVINGS AND 401(K) PLAN FOR HOURLY-PAID EMPLOYEES AND THE CAMPBELL SOUP
COMPANY LTD'S GROUP RRSP AND SAVINGS PLAN (COLLECTIVELY, THE "SAVINGS PLANS").
SEE INSTRUCTIONS 14 AND 15.
Shareowners who cannot deliver their Share certificates and any other
documents required to the Depositary by the Expiration Date (as defined in the
Offer to Purchase) must tender their Shares using the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2.
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY
TRANSFER FACILITIES AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ______________________________________
Check Applicable Box: [_] DTC [_] PDTC
Account No. ________________________________________________________
Transaction Code No. _______________________________________________
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) ____________________________________
Date of Execution of Notice of Guaranteed Delivery _________________
Name of Institution that Guaranteed Delivery _______________________
If delivery is by book-entry transfer:
Name of Tendering Institution ______________________________________
Account No. ___________________________________ at [_] DTC [_] PDTC
Transaction Code No. _______________________________________________
2
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Campbell Soup Company, a New Jersey
corporation (the "Company"), the above-described shares of its capital stock,
par value $.075 per share (the "Shares"), at the price per Share indicated in
this Letter of Transmittal, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated September
12, 1996 (the "Offer to Purchase"), receipt of which is hereby acknowledged,
and in this Letter of Transmittal (which together constitute the "Offer").
Subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to all the Shares that are being tendered
hereby or orders the registration of such Shares tendered by book-entry
transfer that are purchased pursuant to the Offer to or upon the order of the
Company and hereby irrevocably constitutes and appoints the Depositary the
true and lawful agent and attorney-in-fact of the undersigned with respect to
such Shares, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to:
(i) deliver certificates for such Shares, or transfer ownership of such
Shares on the account books maintained by any of the Book-Entry Transfer
Facilities, together, in any such case, with all accompanying evidences of
transfer and authenticity, to or upon the order of the Company upon receipt
by the Depositary, as the undersigned's agent, of the Purchase Price (as
defined below) with respect to such Shares;
(ii) present certificates for such Shares for cancellation and transfer
on the books of the Company; and
(iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares, all in accordance with the terms of
the Offer.
The undersigned hereby represents and warrants to the Company that the
undersigned has full power and authority to tender, sell, assign and transfer
the Shares tendered hereby and that, when and to the extent the same are
accepted for payment by the Company, the Company will acquire good, marketable
and unencumbered title thereto, free and clear of all liens, restrictions,
charges, encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and the same will not be subject to
any adverse claims. The undersigned will, upon request, execute and deliver
any additional documents deemed by the Depositary or the Company to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby.
The undersigned represents and warrants to the Company that the undersigned
has read and agrees to all of the terms of the Offer. All authority herein
conferred or agreed to be conferred shall not be affected by and shall survive
the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned. Except as stated
in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
Instructions will constitute the undersigned's representation
3
<PAGE>
and warranty to the Company that (i) the undersigned has a net long position
in the Shares or equivalent securities being tendered within the meaning of
Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended,
and (ii) the tender of such Shares complies with Rule 14e-4. The Company's
acceptance for payment of Shares tendered pursuant to the Offer will
constitute a binding agreement between the undersigned and the Company upon
the terms and subject to the conditions of the Offer.
The names and addresses of the registered holders should be printed, if they
are not already printed above, exactly as they appear on the certificates
representing Shares tendered hereby. The certificate numbers, the number of
Shares represented by such certificates, the number of Shares that the
undersigned wishes to tender and the purchase price at which such Shares are
being tendered should be indicated in the appropriate boxes on this Letter of
Transmittal.
The undersigned understands that the Company will determine a single per
Share price (not greater than $80.00 nor less than $69.00 per Share), net to
the Seller in cash (the "Purchase Price"), that it will pay for Shares validly
tendered and not withdrawn pursuant to the Offer, taking into account the
number of Shares so tendered and the prices specified by tendering
shareowners. The undersigned understands that the Company will select the
lowest Purchase Price that will allow it to purchase 18,000,000 Shares (or
such lesser number of Shares as are validly tendered at prices not greater
than $80.00 nor less than $69.00 per Share) and not withdrawn pursuant to the
Offer. The undersigned understands that all Shares validly tendered at prices
at or below the Purchase Price and not withdrawn will be purchased at the
Purchase Price, net to the seller in cash, upon the terms and subject to the
conditions of the Offer, including its proration provisions, and that the
Company will return all other Shares, including Shares tendered at prices
greater than the Purchase Price and not withdrawn and Shares not purchased
because of proration.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may not be required to purchase any of the Shares tendered hereby or may
accept for payment fewer than all of the Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the Purchase Price of any Shares purchased, and/or return
any Shares not tendered or not purchased, in the name(s) of the undersigned
(and, in the case of Shares tendered by book-entry transfer, by credit to the
account at the applicable Book-Entry Transfer Facility). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the
check for the Purchase Price of any Shares purchased and/or any certificates
for Shares not tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Payment Instructions" and
"Special Delivery Instructions" are completed, please issue the check for the
Purchase Price of any Shares purchased and/or return any Shares not tendered
or not purchased in the name(s) of, and mail such check and/or any
certificates to, the person(s) so indicated. The undersigned recognizes that
the Company has no obligation, pursuant to the "Special Payment Instructions,"
to transfer any Shares from the name of the registered holder(s) thereof if
the Company does not accept for payment any of the Shares so tendered.
The undersigned understands that acceptance of Shares by the Company for
payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
4
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
- --------------------------------------------------------------------------------
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, A SEPARATE LETTER OF
TRANSMITTAL FOR EACH PRICE SPECIFIED MUST BE USED. (See Instruction 5)
- --------------------------------------------------------------------------------
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO
BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND
INSTRUCTIONS BELOW), THERE IS NO VALID TENDER OF SHARES.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
[_] $69.00 [_] $71.25 [_] $73.50 [_] $75.75 [_] $78.00
[_] $69.25 [_] $71.50 [_] $73.75 [_] $76.00 [_] $78.25
[_] $69.50 [_] $71.75 [_] $74.00 [_] $76.25 [_] $78.50
[_] $69.75 [_] $72.00 [_] $74.25 [_] $76.50 [_] $78.75
[_] $70.00 [_] $72.25 [_] $74.50 [_] $76.75 [_] $79.00
[_] $70.25 [_] $72.50 [_] $74.75 [_] $77.00 [_] $79.25
[_] $70.50 [_] $72.75 [_] $75.00 [_] $77.25 [_] $79.50
[_] $70.75 [_] $73.00 [_] $75.25 [_] $77.50 [_] $79.75
[_] $71.00 [_] $73.25 [_] $75.50 [_] $77.75 [_] $80.00
</TABLE>
ODD LOTS
(See Instruction 9)
This section is to be completed ONLY if Shares are being tendered by or
on behalf of a person who owns beneficially, as of the close of business on
September 11, 1996, and who continues to own beneficially as of the
Expiration Date, an aggregate of fewer than 100 Shares (excluding Shares
attributable to individual accounts under the Savings Plans, but including
Shares held in the Dividend Reinvestment Plan).
The undersigned either (check one box):
[_]owned beneficially, as of the close of business on September 11, 1996,
and continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares (excluding Shares attributable to
individual accounts under the Savings Plans, but including Shares held
in the Dividend Reinvestment Plan), all of which are being tendered, or
[_]is a broker, dealer, commercial bank, trust company or other nominee
that (i) is tendering, for the beneficial owners thereof, Shares with
respect to which it is the record owner, and (ii) believes, based upon
representations made to it by each such beneficial owner, that such
beneficial owner owned beneficially, as of the close of business on
September 11, 1996, and continues to own beneficially as of the
Expiration Date, an aggregate of fewer than 100 Shares (excluding Shares
attributable to individual accounts under the Savings Plans, but
including Shares held in the Dividend Reinvestment Plan) and is
tendering all of such Shares.
If you do not wish to specify a purchase price, check the following box,
in which case you will be deemed to have tendered at the Purchase Price
determined by the Company in accordance with the terms of the Offer
(persons checking this box need not indicate the price per Share in the box
entitled "Price (In Dollars) Per Share At Which Shares are Being Tendered"
in this Letter of Transmittal). [_]
5
<PAGE>
DIVIDEND REINVESTMENT PLAN SHARES (SEE INSTRUCTION 14)
This section is to be completed ONLY if Shares held in the Dividend
Reinvestment Plan are to be tendered.
[_]By checking this box, the undersigned represents that the undersigned is
a participant in the Dividend Reinvestment Plan and hereby instructs the
Depositary to tender on behalf of the undersigned the following number
of Shares credited to the Dividend Reinvestment Plan account of the
undersigned at the Purchase Price per Share indicated in the box
entitled "Price (In Dollars) Per Share At Which Shares Are Being
Tendered" in this Letter of Transmittal:
_________Shares(/1/)
- --------------------------------------------------------------------------------
(/1/) The undersigned understands and agrees that all Shares held in the
Dividend Reinvestment Plan account(s) of the undersigned will be
tendered if the above box is checked and the space above is left blank.
6
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if the check for the aggregate Purchase Price of Shares
purchased and/or certificates for Shares not tendered or not purchased are to
be issued in the name of someone other than the undersigned.
Issue [_] check and/or [_] certificate(s) to:
Name
________________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Address
________________________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 6 AND 8)
To be completed ONLY if the check for the Purchase Price of Shares purchased
and/or certificates for Shares not tendered or not purchased are to be mailed
to someone other than the undersigned or to the undersigned at an address other
than that shown below the undersigned's signature(s).
Mail [_] check and/or [_] certificates to:
________________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Address
________________________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
7
<PAGE>
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL SHAREOWNERS)
Signature(s) of Owner(s) ___________________________________________________
----------------------------------------------------------------------------
Dated _______________________________________________________________ , 1996
Name(s) ____________________________________________________________________
(PLEASE PRINT)
Capacity (full title) ______________________________________________________
Address ____________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No. ________________________________________________
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Share certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, please set
forth full title and see Instruction 6.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6)
Name of Firm _______________________________________________________________
Authorized Signature _______________________________________________________
Name _______________________________________________________________________
(PLEASE PRINT)
Title ______________________________________________________________________
Address ____________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No. ________________________________________________
Dated _______________________________________________________________ , 1996
8
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm that is
a recognized member of an Eligible Institution (as defined in the Offer to
Purchase), unless (i) this Letter of Transmittal is signed by the registered
holder(s) of the Shares (which term, for purposes of this document, shall
include any participant in a Book-Entry Transfer Facility whose name appears
on a security position listing as the owner of Shares) tendered herewith and
such holder(s) have not completed the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" on this
Letter of Transmittal, or (ii) such Shares are tendered for the account of an
Eligible Institution. See Instruction 6.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be used either if Share
certificates are to be forwarded herewith or if delivery of Shares is to be
made by book-entry transfer pursuant to the procedures set forth in Section 3
of the Offer to Purchase. Certificates for all physically delivered Shares, or
a confirmation of a book-entry transfer into the Depositary's account at one
of the Book-Entry Transfer Facilities of all Shares delivered electronically,
as well as a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth on the front page of this Letter of Transmittal prior to
the Expiration Date. If certificates are forwarded to the Depositary in
multiple deliveries, a properly completed and duly executed Letter of
Transmittal must accompany each such delivery.
Shareowners whose Share certificates are not immediately available, who
cannot deliver their Shares and all other required documents to the Depositary
or who cannot complete the procedure for delivery by book-entry transfer prior
to the Expiration Date may tender their Shares pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant
to such procedure: (i) such tender must be made by or through an Eligible
Institution, (ii) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by the Company (with any required
signature guarantees) must be received by the Depositary prior to the
Expiration Date, and (iii) the certificates for all physically delivered
Shares in proper form for transfer by delivery, or a confirmation of a book-
entry transfer into the Depositary's account at one of the Book-Entry Transfer
Facilities of all Shares delivered electronically, in each case together with
a properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and any other documents required by this Letter of Transmittal, must
be received by the Depositary within three New York Stock Exchange, Inc.
trading days after the date the Depositary receives such Notice of Guaranteed
Delivery, all as provided in Section 3 of the Offer to Purchase.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND
RISK OF THE TENDERING SHAREOWNER, AND THE DELIVERY WILL BE DEEMED MADE ONLY
WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
9
<PAGE>
No alternative or contingent tenders will be accepted. By executing this
Letter of Transmittal (or facsimile thereof), the tendering shareowner waives
any right to receive any notice of the acceptance for payment of the Shares.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
signed schedule and attached to this Letter of Transmittal.
4. PARTIAL TENDERS (NOT APPLICABLE TO SHAREOWNERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Shares represented by any certificate
delivered to the Depositary are to be tendered, fill in the number of Shares
that are to be tendered in the box entitled "Number of Shares Tendered." In
such case, a new certificate for the remainder of the Shares represented by
the old certificate will be sent to the person(s) signing this Letter of
Transmittal, unless otherwise provided in the "Special Payment Instructions"
or "Special Delivery Instructions" boxes on this Letter of Transmittal, as
promptly as practicable following the expiration or termination of the Offer.
All Shares represented by certificates delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated.
5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. For Shares to be
validly tendered, the shareowner must check the box indicating the price per
Share at which such shareowner is tendering Shares under "Price (In Dollars)
Per Share At Which Shares Are Being Tendered" in this Letter of Transmittal,
except that Odd Lot Owners (as defined in Section 2 of the Offer to Purchase)
may check the box above in the section entitled "Odd Lots" indicating that
such shareowner is tendering all Shares at the Purchase Price determined by
the Company. ONLY ONE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR
(OTHER THAN AS DESCRIBED ABOVE FOR ODD LOT OWNERS) IF NO BOX IS CHECKED, THERE
IS NO VALID TENDER OF SHARES. A shareowner wishing to tender portions of such
shareowner's Share holdings at different prices must complete a separate
Letter of Transmittal for each price at which such shareowner wishes to tender
each such portion of such shareowner's Shares. The same Shares cannot be
tendered (unless previously validly withdrawn as provided in Section 4 of the
Offer to Purchase) at more than one price.
6. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signatures(s) must correspond with the name(s) as written
on the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby is held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal (or facsimiles thereof) as there are
different registrations of certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock
powers are required unless payment of the purchase price is to be made to, or
Shares not tendered or not purchased are to be registered in the name of, any
person other than the registered holder(s), in which case the certificate(s)
evidencing the Shares tendered hereby
10
<PAGE>
must be endorsed or accompanied by appropriate stock powers, in either case
signed exactly as the name(s) of the registered holder(s) appear(s) on such
certificates. Signatures on any such certificates or stock powers must be
guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates evidencing
the Shares tendered hereby must be endorsed or accompanied by appropriate
stock powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear(s) on such certificate(s). Signature(s) on any such
certificates or stock powers must be guaranteed by an Eligible Institution.
See Instruction 1.
If this Letter of Transmittal or any certificate or stock power is signed by
a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory
to the Company of the authority of such person so to act must be submitted.
7. STOCK TRANSFER TAXES. The Company will pay or cause to be paid any stock
transfer taxes with respect to the sale and transfer of any Shares to it or
its order pursuant to the Offer. If, however, payment of the aggregate
Purchase Price is to be made to, or Shares not tendered or not purchased are
to be registered in the name of, any person other than the registered
holder(s), or if tendered Shares are registered in the name of any person
other than the person(s) signing this Letter of Transmittal, the amount of any
stock transfer taxes (whether imposed on the registered holder(s), such other
person or otherwise) payable on account of the transfer to such person will be
deducted from the purchase price unless satisfactory evidence of the payment
of such taxes, or exemption therefrom, is submitted. See Section 5 of the
Offer to Purchase. Except as provided in this Instruction 7, it will not be
necessary to affix transfer tax stamps to the certificates representing Shares
tendered hereby.
8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any Shares tendered hereby is to be issued in the name of, and/or any
Shares not tendered or not purchased are to be returned to, a person other
than the person(s) signing this Letter of Transmittal, or if the check and/or
any certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown above in the box captioned "Description of
Shares Tendered," then the boxes captioned "Special Payment Instructions"
and/or "Special Delivery Instructions" on this Letter of Transmittal should be
completed. Shareowners tendering Shares by book-entry transfer will have any
Shares not accepted for payment returned by crediting the account maintained
by such shareowner at the Book-Entry Transfer Facility from which such
transfer was made.
9. ODD LOTS. As described in Section 1 of the Offer to Purchase, if fewer
than all Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date are to be purchased, the Shares
purchased first will consist of all Shares tendered by any shareowner who
owned beneficially, as of the close of business on September 11, 1996, and
continues to own beneficially as of the Expiration Date, an aggregate of fewer
than 100 Shares (excluding Shares attributable to individual accounts under
the Savings Plans, but including Shares held in the Dividend Reinvestment
Plan) and who validly tendered all such Shares at or below the Purchase Price
(including by not designating a purchase price as described above). Partial
tenders of Shares will not qualify for this preference and this preference
will not be available unless the box captioned "Odd Lots" in this Letter of
Transmittal and the Notice of Guaranteed Delivery, if any, is completed.
11
<PAGE>
10. SUBSTITUTE FORM W-9 AND FORM W-8. Under the United States federal income
tax backup withholding rules, unless an exemption applies under the applicable
law and regulations, 31% of the gross proceeds payable to a shareowner or
other payee pursuant to the Offer must be withheld and remitted to the United
States Treasury, unless the shareowner or other payee provides such person's
taxpayer identification number (employer identification number or social
security number) to the Depositary and certifies that such number is correct.
Therefore, each tendering shareowner should complete and sign the Substitute
Form W-9 included as part of the Letter of Transmittal so as to provide the
information and certification necessary to avoid backup withholding, unless
such shareowner otherwise establishes to the satisfaction of the Depositary
that it is not subject to backup withholding. Certain shareowners (including,
among others, all corporations and certain foreign shareowners (in addition to
foreign corporations)) are not subject to these backup withholding and
reporting requirements. In order for a foreign shareowner to qualify as an
exempt recipient, that shareowner must submit an IRS Form W-8 or a Substitute
Form W-8, signed under penalties of perjury, attesting to that shareowner's
exempt status. Such statements may be obtained from the Depositary.
11. WITHHOLDING ON FOREIGN SHAREOWNERS. Even if a foreign shareowner has
provided the required certification to avoid backup withholding, the
Depositary will withhold United States federal income taxes equal to 30% of
the gross payments payable to a foreign shareowner or his or her agent unless
the Depositary determines that a reduced rate of withholding is available
pursuant to a tax treaty or that an exemption from withholding is applicable
because such gross proceeds are effectively connected with the conduct of a
trade or business in the United States. For this purpose, a foreign shareowner
is any shareowner that is not (i) a citizen or resident of the United States,
(ii) a corporation, partnership or other entity created or organized in or
under the laws of the United States, any State or any political subdivision
thereof or (iii) an estate or trust, the income of which is subject to United
States federal income taxation regardless of the source of such income. In
order to obtain a reduced rate of withholding pursuant to a tax treaty, a
foreign shareowner must deliver to the Depositary a properly completed IRS
Form 1001. In order to obtain an exemption from withholding on the grounds
that the gross proceeds paid pursuant to the Offer are effectively connected
with the conduct of a trade or business within the United States, a foreign
shareowner must deliver to the Depositary a properly completed IRS Form 4224.
The Depositary will determine a shareowner's status as a foreign shareowner
and eligibility for a reduced rate of, or an exemption from, withholding by
reference to outstanding certificates or statements concerning eligibility for
a reduced rate of, or exemption from, withholding (e.g., IRS Form 1001 or IRS
Form 4224) unless facts and circumstances indicate that such reliance is not
warranted. A foreign shareowner may be eligible to obtain a refund of all or a
portion of any tax withheld if such shareowner meets the "complete
redemption," "substantially disproportionate" or "not essentially equivalent
to a dividend" test described in Section 14 of the Offer to Purchase or is
otherwise able to establish that no tax or a reduced amount of tax is due.
Backup withholding generally will not apply to amounts subject to the 30% or
treaty-reduced rate of withholding. Foreign shareowners are urged to consult
their tax advisors regarding the application of United States federal income
tax withholding, including eligibility for a withholding tax reduction or
exemption and refund procedures.
12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests
for assistance may be directed to the Information Agent at its telephone
number and address listed below. Requests for additional copies of the Offer
to Purchase, this Letter of Transmittal or other tender offer materials may be
12
<PAGE>
directed to the Information Agent, and such copies will be furnished promptly
at the Company's expense. Shareowners may also contact their local broker,
dealer, commercial bank or trust company for documents relating to, or
assistance concerning, the Offer.
13. IRREGULARITIES. All questions as to the number of Shares to be accepted,
the price to be paid therefor and the validity, form, eligibility (including
time of receipt) and acceptance for payment of any tender of Shares will be
determined by the Company, in its sole discretion, which determination shall
be final and binding on all parties. The Company reserves the absolute right
to reject any or all tenders it determines not to be in proper form or the
acceptance of or payment for which may, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the absolute right to waive
any of the conditions of the Offer and any defect or irregularity in the
tender of any particular Shares or any particular shareowner. No tender of
Shares will be deemed to be validly made until all defects or irregularities
have been cured or waived. None of the Company, the Dealer Managers, the
Depositary, the Information Agent or any other person is or will be obligated
to give notice of any defects or irregularities in tenders, and none of them
will incur any liability for failure to give any such notice.
14. DIVIDEND REINVESTMENT PLAN. If a tendering shareowner desires to have
tendered pursuant to the Offer Shares credited to the shareowner's account
under the Dividend Reinvestment Plan, the box captioned "Dividend Reinvestment
Plan Shares" should be completed. A participant in the Dividend Reinvestment
Plan may complete such box on only one Letter of Transmittal submitted by such
participant. If a participant submits more than one Letter of Transmittal and
completes such box on more than one Letter of Transmittal, the participant
will be deemed to have elected to tender all Shares credited to the
shareowner's account under the Dividend Reinvestment Plan at the lowest of the
prices specified in such Letters of Transmittal.
If a shareowner authorizes a tender of Shares held in the Dividend
Reinvestment Plan, all such Shares credited to such shareowner's account(s),
including fractional Shares, will be tendered, unless otherwise specified in
the appropriate space in the box captioned "Dividend Reinvestment Plan
Shares." In the event that the box captioned "Dividend Reinvestment Plan
Shares" is not completed, no Shares held in the tendering shareowner's account
will be tendered.
15. SAVINGS PLANS. Participants in the Savings Plans may not use this Letter
of Transmittal to direct the tender of Shares attributable to their individual
account, but must use the separate instruction form sent to them by the U.S.
Savings Plans (as defined in the Offer to Purchase) trustee or the trustee and
manager of the Canadian Fund (as defined in the Offer to Purchase), as
applicable.
16. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in Section 1 of
the Offer to Purchase, shareowners may designate the order in which their
Shares are to be purchased in the event of proration. The order of purchase
may have an effect on the United States federal income tax classification of
any gain or loss on the Shares purchased. See Sections 1 and 14 of the Offer
to Purchase.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF) TOGETHER WITH
SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER
REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, PRIOR TO THE
EXPIRATION DATE. SHAREOWNERS ARE ENCOURAGED TO RETURN A COMPLETED SUBSTITUTE
FORM W-9 WITH THEIR LETTER OF TRANSMITTAL.
13
<PAGE>
PAYER'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK
- -------------------------------------------------------------------------------
SUBSTITUTE PART 1: PLEASE PROVIDE YOUR TIN Social Security Number
FORM W-9 IN THE BOX AT RIGHT AND CERTIFY or
BY SIGNING AND DATING BELOW Employer Identification
Number
_______________________
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER (TIN)
PART 2: For Payees exempt from backup withholding, see
the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute
Form W-9 and complete as instructed therein.
--------------------------------------------
--------------------------------------------
PART 3: Awaiting TIN [_]
-----------------------------------------------------------
CERTIFICATION--Under the penalties of perjury, I certify
that (i) the number shown on this form is my correct
Taxpayer Identification Number (or I am waiting for a
number to be issued to me) and either (a) I have mailed
or delivered an application to receive a taxpayer iden-
tification number to the appropriate IRS center or So-
cial Security Administration office or (b) I intend to
mail or deliver an application in the near future) and
(ii) I am not subject to backup withholding because: (a)
I am exempt from backup withholding; or (b) I have not
been notified by the IRS that I am subject to backup
withholding as a result of a failure to report all in-
terest or dividends; or (c) the IRS has notified me that
I am no longer subject to backup withholding. Certifica-
tion instructions--You must cross out Item (ii) above if
you have been notified by the IRS that you are currently
subject to backup withholding because of underreporting
interest or dividends on your tax return.
-----------------------------------------------------------
SIGNATURE _________________________________ DATE _______
NAME (Please Print) _____________________________________
ADDRESS (Include Zip Code) ______________________________
_________________________________________________________
FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF
31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THIS OFFER. PLEASE REVIEW THE EN-
CLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUB-
STITUTE FORM W-9 FOR ADDITIONAL DETAILS.
14
<PAGE>
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
(800) 488-8035 (TOLL FREE)
Banks and Brokers call (212) 269-5550 (collect)
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
In New York State: (212) 902-1000 (collect)
Other areas: (800) 323-5678 (toll free)
15
<PAGE>
NAME(S) AND ADDRESS(ES)
OF REGISTERED HOLDER(S)
<PAGE>
Exhibit (a)(3)
CAMPBELL SOUP COMPANY
NOTICE OF GUARANTEED DELIVERY
OF SHARES OF CAPITAL STOCK
This form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if certificates for the shares of capital
stock of Campbell Soup Company are not immediately available, if the procedure
for book-entry transfer cannot be completed on a timely basis, or if time will
not permit all other documents required by the Letter of Transmittal to be de-
livered to the Depositary (as defined below) prior to the Expiration Date (as
defined in Section 1 of the Offer to Purchase defined below). Such form may be
delivered by hand or transmitted by mail or overnight courier, or (for Eligi-
ble Institutions only) by facsimile transmission, to the Depositary. See Sec-
tion 3 of the Offer to Purchase. THE ELIGIBLE INSTITUTION, WHICH COMPLETES
THIS FORM, MUST COMMUNICATE THE GUARANTEE TO THE DEPOSITARY AND MUST DELIVER
THE LETTER OF TRANSMITTAL AND CERTIFICATES FOR SHARES TO THE DEPOSITARY WITHIN
THE TIME SHOWN HEREIN. FAILURE TO DO SO COULD RESULT IN A FINANCIAL LOSS TO
SUCH ELIGIBLE INSTITUTION.
The Depositary for the Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By Mail: By Facsimile By Hand or By Overnight
Transmission: Courier:
Tenders & Exchanges (201) 222-4720 Tenders & Exchanges
P.O. Box 2569-Suite or 14 Wall Street, Suite
4660-CSC Jersey City, (201) 222-4721 4680-CSC 8th Floor
New Jersey New York, New York 10005
07303-2569
Confirm Receipt of Notice of Guaranteed Delivery by Telephone:
(201) 222-4707
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONES LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Campbell Soup Company, a New Jersey corpo-
ration (the "Company"), upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated September 12, 1996 (the "Offer to Purchase"),
and the related Letter of Transmittal (which together constitute the "Offer"),
receipt of which is hereby acknowledged, the number of shares of capital stock,
par value $.075 per share (the "Shares"), of the Company listed below, pursuant
to the guaranteed delivery procedure set forth in Section 3 of the Offer to
Purchase.
Number of Shares:
------------------------------------ ------------------------------------
Name(s) (Please Print)
Certificate Nos.: (if available)
------------------------------------ ------------------------------------
------------------------------------
If Shares will be tendered by book- ------------------------------------
entry transfer: (Address)
Name of Tendering Institution:
------------------------------------ ------------------------------------
Area Code and Telephone Number
Account No. at (check one)
[_] The Depository Trust Company ------------------------------------
[_] Philadelphia Depository Trust Signature(s)
Company
2
<PAGE>
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
- --------------------------------------------------------------------------------
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE,
A SEPARATE NOTICE OF GUARANTEED DELIVERY FOR EACH PRICE
SPECIFIED MUST BE USED.
- --------------------------------------------------------------------------------
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR
IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD
LOTS BOX AND INSTRUCTIONS BELOW), THERE IS NO VALID
TENDER OF SHARES.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
[_] $69.00 [_] $71.25 [_] $73.50 [_] $75.75 [_] $78.00
[_] $69.25 [_] $71.50 [_] $73.75 [_] $76.00 [_] $78.25
[_] $69.50 [_] $71.75 [_] $74.00 [_] $76.25 [_] $78.50
[_] $69.75 [_] $72.00 [_] $74.25 [_] $76.50 [_] $78.75
[_] $70.00 [_] $72.25 [_] $74.50 [_] $76.75 [_] $79.00
[_] $70.25 [_] $72.50 [_] $74.75 [_] $77.00 [_] $79.25
[_] $70.50 [_] $72.75 [_] $75.00 [_] $77.25 [_] $79.50
[_] $70.75 [_] $73.00 [_] $75.25 [_] $77.50 [_] $79.75
[_] $71.00 [_] $73.25 [_] $75.50 [_] $77.75 [_] $80.00
</TABLE>
ODD LOTS
This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person who owned beneficially, as of the close of business on
September 11, 1996, and who continues to own beneficially as of the Expira-
tion Date, an aggregate of fewer than 100 Shares (excluding Shares attribut-
able to individual accounts under the Savings Plans (as defined in the Offer
to Purchase), but including Shares held in the Dividend Reinvestment Plan
(as defined in the Offer to Purchase)).
The undersigned either (check one box):
[_]owned beneficially, as of the close of business on September 11, 1996 and
continues to own beneficially as of the Expiration Date, an aggregate of
fewer than 100 Shares (excluding Shares attributable to individual ac-
counts under the Savings Plans, but including Shares held in the Dividend
Reinvestment Plan), all of which are being tendered, or
[_]is a broker, dealer, commercial bank, trust company or other nominee that
(i) is tendering, for the beneficial owners thereof, Shares with respect
to which it is the record owner, and (ii) believes, based upon represen-
tations made to it by each such beneficial owner, that such beneficial
owner owned beneficially, as of the close of business on September 11,
1996, and continues to own beneficially as of the Expiration Date, an ag-
gregate of fewer than 100 Shares (excluding Shares attributable to indi-
vidual accounts under the Savings Plans, but including Shares held in the
Dividend Reinvestment Plan) and is tendering all of such Shares.
If you do not wish to specify a purchase price, check the following box,
in which case you will be deemed to have tendered at the Purchase Price de-
termined by the Company in accordance with the terms of the Offer (persons
checking this box need not indicate the price per Share in the box entitled
"Price (In Dollars) Per Share At Which Shares Are Being Tendered"
above). [_]
3
<PAGE>
GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc. or a commer-
cial bank or trust company (not a savings bank or savings and loan associa-
tion) having an office, branch or agency in the United States hereby guaran-
tees (i) that the above-named person(s) has a net long position in the Shares
being tendered within the meaning of Rule 14e-4 promulgated under the Securi-
ties Exchange Act of 1934, as amended, (ii) that such tender of Shares
complies with Rule 14e-4, and (iii) to deliver to the Depositary at one of its
addresses set forth above certificate(s) for the Shares tendered hereby, in
proper form for transfer, or a confirmation of the book-entry transfer of the
Shares tendered hereby into the Depositary's account at The Depository Trust
Company or Philadelphia Depository Trust Company in each case together with a
properly completed and duly executed Letter(s) of Transmittal (or facsimile(s)
thereof), with any required signature guarantee(s) and any other required doc-
uments, all within three New York Stock Exchange, Inc. trading days after the
date hereof.
------------------------------------ ------------------------------------
Name of Firm Authorized Signature
------------------------------------ ------------------------------------
Address Name
------------------------------------ ------------------------------------
City, State, Zip Code Title
------------------------------------
Dated: , 1996 Area Code and Telephone Number
DO NOT SEND SHARE CERTIFICATES WITH THIS FORM.
YOUR SHARE CERTIFICATES MUST BE SENT WITH
THE LETTER OF TRANSMITTAL.
4
<PAGE>
Exhibit (a)(4)
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
CAMPBELL SOUP COMPANY
OFFER TO PURCHASE FOR CASH UP TO 18,000,000 SHARES OF ITS CAPITAL STOCK AT A
PURCHASE PRICE NOT GREATER THAN $80.00 NOR LESS THAN $69.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON THURSDAY, OCTOBER 10, 1996, UNLESS THE OFFER IS EXTENDED.
September 12, 1996
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
In our capacity as Dealer Managers, we are enclosing the material listed be-
low relating to the offer of Campbell Soup Company, a New Jersey corporation
(the "Company"), to purchase up to 18,000,000 shares of its capital stock, par
value $.075 per share, (the "Shares"), at prices not greater than $80.00 nor
less than $69.00 per Share, net to the seller in cash, specified by tendering
shareowners, upon the terms and subject to the conditions set forth in the Of-
fer to Purchase, dated September 12, 1996 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which together constitute the "Offer").
The Company will determine a single price (not greater than $80.00 nor less
than $69.00 per Share), net to the seller in cash, that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer (the "Purchase
Price"), taking into account the number of Shares so tendered and the prices
specified by tendering shareowners. The Company will select the lowest Purchase
Price that will allow it to purchase 18,000,000 Shares (or such lesser number
of Shares as is validly tendered at prices not greater than $80.00 nor less
than $69.00 per Share) and not withdrawn pursuant to the Offer. The Company
will purchase all Shares validly tendered at prices at or below the Purchase
Price and not withdrawn, upon the terms and subject to the conditions of the
Offer, including the provisions relating to proration described in the Offer to
Purchase. See Section 1 of the Offer to Purchase.
The Purchase Price will be paid in cash, net to the seller, with respect to
all Shares purchased. Shares tendered at prices in excess of the Purchase Price
and Shares not purchased because of proration will be returned.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 6 OF
THE OFFER TO PURCHASE.
We are asking you to contact your clients for whom you hold Shares registered
in your name (or in the name of your nominee) or who hold Shares registered in
their own names. Please bring the Offer to their attention as promptly as pos-
sible. The Company will, upon request, reimburse you for reasonable and custom-
ary handling and mailing expenses incurred by you in forwarding any of the en-
closed materials to your clients.
For your information and for forwarding to your clients, we are enclosing the
following documents:
1. The Offer to Purchase.
2. The Letter of Transmittal for your use and for the information of your
clients.
3. A letter to shareowners of the Company from David W. Johnson, the Chair-
man, President and Chief Executive Officer of the Company.
<PAGE>
4. The Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents cannot be delivered to the Depositary
by the Expiration Date (each as defined in the Offer to Purchase).
5. A letter that may be sent to your clients for whose accounts you hold
Shares registered in your name or in the name of your nominee, with space for
obtaining such clients' instructions with regard to the Offer.
6. Guidelines for Certification of Taxpayer Identification Number on Sub-
stitute Form W-9 providing information relating to backup federal income tax
withholding.
7. A return envelope addressed to First Chicago Trust Company of New York,
the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MID-
NIGHT, NEW YORK CITY TIME, ON THURSDAY, OCTOBER 10, 1996, UNLESS THE OFFER IS
EXTENDED.
The Company will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer (other
than the Dealer Managers). The Company will, upon request, reimburse brokers,
dealers, commercial banks and trust companies for reasonable and customary
handling and mailing expenses incurred by them in forwarding materials relat-
ing to the Offer to their customers. The Company will pay all stock transfer
taxes applicable to its purchase of Shares pursuant to the Offer, subject to
Instruction 7 of the Letter of Transmittal.
As described in the Offer to Purchase, if more than 18,000,000 Shares have
been validly tendered at or below the Purchase Price and not withdrawn prior
to the Expiration Date, as defined in Section 1 of the Offer to Purchase, the
Company will accept Shares for purchase in the following order of priority:
(i) all Shares validly tendered at or below the Purchase Price and not with-
drawn prior to the Expiration Date by any shareowner who owned beneficially,
as of the close of business on September 11, 1996, and who continues to own
beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares
(excluding Shares attributable to individual accounts under the Savings Plans
(as defined in the Offer to Purchase), but including Shares held in the
Company's Dividend Reinvestment Plan) and who validly tenders all of such
Shares (partial tenders will not qualify for this preference) and completes
the box captioned "Odd Lots" in the Letter of Transmittal and, if applicable,
the Notice of Guaranteed Delivery; and (ii) after purchase of all of the fore-
going Shares, all other Shares validly tendered at or below the Purchase Price
and not withdrawn prior to the Expiration Date on a pro rata basis.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
SHAREOWNERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDA-
TION TO ANY SHAREOWNER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING
SHARES. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE
OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
Any questions or requests for assistance or additional copies of the en-
closed materials may be directed to the Information Agent or the Dealer Manag-
ers at their respective addresses and telephone numbers set forth on the back
cover of the enclosed Offer to Purchase.
Very truly yours,
GOLDMAN, SACHS & CO.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE COMPANY, THE DEALER MANAGERS, THE INFOR-
MATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE
ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH
THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CON-
TAINED THEREIN.
2
<PAGE>
Exhibit (a)(5)
CAMPBELL SOUP COMPANY
OFFER TO PURCHASE FOR CASH
UP TO 18,000,000 SHARES OF ITS CAPITAL STOCK
$80.00 NOR LESS THAN $69.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON THURSDAY, OCTOBER 10, 1996, UNLESS THE OFFER IS EXTENDED
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated September
12, 1996 (the "Offer to Purchase"), and the related Letter of Transmittal
(which together constitute the "Offer") setting forth an offer by Campbell Soup
Company, a New Jersey corporation (the "Company"), to purchase up to 18,000,000
shares of its capital stock, par value $.075 per share (the "Shares"), at
prices not greater than $80.00 nor less than $69.00 per Share, net to the
seller in cash, specified by tendering shareowners, upon the terms and subject
to the conditions of the Offer. Also enclosed herewith is certain other mate-
rial related to the Offer, including a letter from David W. Johnson, Chairman,
President and Chief Executive Officer of the Company, to shareowners.
The Company will determine a single per Share price (not greater than $80.00
nor less than $69.00 per Share) (the "Purchase Price") that it will pay for the
Shares validly tendered pursuant to the Offer and not withdrawn, taking into
account the number of Shares so tendered and the prices specified by tendering
shareowners. The Company will select the lowest Purchase Price that will allow
it to purchase 18,000,000 Shares (or such lesser number of Shares as are val-
idly tendered at prices not greater than $80.00 nor less than $69.00 per Share)
and not withdrawn pursuant to the Offer. The Company will purchase all Shares
validly tendered at prices at or below the Purchase Price and not withdrawn,
upon the terms and subject to the conditions of the Offer, including the provi-
sions thereof relating to proration. See Section 1 of the Offer to Purchase.
WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT. AS SUCH, A TEN-
DER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT
TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT.
We request instructions as to whether you wish us to tender any or all of the
Shares held by us for your account, upon the terms and subject to the condi-
tions set forth in the Offer to Purchase and the Letter of Transmittal.
Your attention is invited to the following:
1. You may tender Shares at prices (in multiples of $.25), which cannot
be greater than $80.00 nor less than $69.00 per Share, as indicated in the
attached Instruction Form, net to you in cash.
2. The Offer is extended for up to 18,000,000 Shares, constituting ap-
proximately 7.3% of the total Shares outstanding as of July 28, 1996. The
Offer is not conditioned on any minimum number of Shares being tendered.
The Offer is, however, subject to certain other conditions set forth in the
Offer to Purchase.
3. The Offer, proration period and withdrawal rights will expire at 12:00
Midnight, New York City time, on Thursday, October 10, 1996, unless the Of-
fer is extended. Your instructions to us should be forwarded to us in ample
time to permit us to submit a tender on your behalf.
4. As described in the Offer to Purchase, if more than 18,000,000 Shares
have been validly tendered at or below the Purchase Price and not withdrawn
prior to the Expiration Date, as defined in Section 1 of the Offer to Pur-
chase, the Company will purchase Shares in the following order of priority:
<PAGE>
(i) all Shares validly tendered at or below the Purchase Price and
not withdrawn prior to the Expiration Date by any shareowner who owned
beneficially, as of the close of business on September 11, 1996, and
who continues to own beneficially as of the Expiration Date, an aggre-
gate of fewer than 100 Shares (excluding Shares attributable to indi-
vidual accounts under the Savings Plans (as defined in the Offer to
Purchase), but including Shares held in the Company's Dividend Rein-
vestment Plan) and who validly tenders all of such Shares (partial ten-
ders will not qualify for this preference) and completes the box cap-
tioned "Odd Lots" in the Letter of Transmittal and, if applicable, the
Notice of Guaranteed Delivery; and
(ii) after purchase of all the foregoing Shares, all other Shares
validly tendered at or below the Purchase Price and not withdrawn prior
to the Expiration Date on a pro rata basis. See Section 1 of the Offer
to Purchase for a discussion of proration.
5. Tendering shareowners will not be obligated to pay any brokerage com-
missions or solicitation fees on the Company's purchase of Shares in the
Offer. Any stock transfer taxes applicable to the purchase of Shares by the
Company pursuant to the Offer will be paid by the Company, except as other-
wise provided in Instruction 7 of the Letter of Transmittal.
6. If you wish to tender portions of your Shares at different prices, you
must complete a separate Instruction Form for each price at which you wish
to tender each portion of your Shares. We must submit separate Letters of
Transmittal on your behalf for each price you will accept.
7. If you owned beneficially, as of the close of business on September
11, 1996, and continue to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares (excluding Shares attributable to indi-
vidual accounts under the Savings Plans, but including Shares held in the
Company's Dividend Reinvestment Plan), and you instruct us to tender at or
below the Purchase Price on your behalf all such Shares prior to the Expi-
ration Date and check the box captioned "Odd Lots" in the Instruction Form,
all such Shares will be accepted for purchase before proration, if any, of
the other tendered Shares.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
SHAREOWNERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDA-
TION TO ANY SHAREOWNER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING
SHARES. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE
OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
If you wish to have us tender any or all of your Shares held by us for your
account upon the terms and subject to the conditions set forth in the Offer to
Purchase, please so instruct us by completing, executing and returning to us
the attached Instruction Form. An envelope to return your instructions to us
is enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise specified on the Instruction Form. YOUR INSTRUCTIONS
SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON
YOUR BEHALF BY THE EXPIRATION OF THE OFFER.
The Offer is being made to all holders of Shares. The Company is not aware
of any jurisdiction where the making of the Offer is not in compliance with
applicable law. If the Company becomes aware of any jurisdiction where the
making of the Offer is not in compliance with any valid applicable law, the
Company will make a good faith effort to comply with such law. If, after such
good faith effort, the Company cannot comply with such law, the Offer will not
be made to (nor will tenders be accepted from or on behalf of) the holders of
Shares residing in such jurisdiction. In any jurisdiction the securities or
blue sky laws of which require the Offer to be made by a licensed broker or
dealer, the Offer is being made on the Company's behalf by the Dealer Managers
or one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
2
<PAGE>
INSTRUCTION FORM
WITH RESPECT TO OFFER TO PURCHASE FOR CASH
UP TO 18,000,000 SHARES OF CAPITAL STOCK
OF
CAMPBELL SOUP COMPANY
AT A PURCHASE PRICE NOT GREATER THAN
$80.00 NOR LESS THAN $69.00 PER SHARE
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated September 12, 1996, and the related Letter of Transmittal
(which together constitute the "Offer") in connection with the Offer by Camp-
bell Soup Company (the "Company") to purchase up to 18,000,000 shares of its
capital stock, par value $.075 per share (the "Shares"), at prices not greater
than $80.00 nor less than $69.00 per Share, net to the undersigned in cash,
specified by the undersigned, upon the terms and subject to the terms and con-
ditions of the Offer.
This will instruct you to tender to the Company the number of Shares indi-
cated below (or, if no number is indicated below, all Shares) that are held by
you for the account of the undersigned, at the price per Share indicated below,
upon the terms and subject to the conditions of the Offer.
SHARES TENDERED
[_]By checking this box, all Shares held by us for your account will be
tendered. If fewer than all Shares held by us for your account are to
be tendered, please check the box and indicate below the aggregate num-
ber of Shares to be tendered by us.
Shares
Unless otherwise indicated, it will be assumed that all Shares held by
us for your account are to be tendered.
3
<PAGE>
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
- --------------------------------------------------------------------------------
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE,
A SEPARATE INSTRUCTION FORM FOR EACH PRICE SPECIFIED MUST BE USED.
- --------------------------------------------------------------------------------
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR
IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND INSTRUCTIONS
BELOW), THERE IS NO VALID TENDER OF SHARES.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
[_] $69.00 [_] $71.25 [_] $73.50 [_] $75.75 [_] $78.00
[_] $69.25 [_] $71.50 [_] $73.75 [_] $76.00 [_] $78.25
[_] $69.50 [_] $71.75 [_] $74.00 [_] $76.25 [_] $78.50
[_] $69.75 [_] $72.00 [_] $74.25 [_] $76.50 [_] $78.75
[_] $70.00 [_] $72.25 [_] $74.50 [_] $76.75 [_] $79.00
[_] $70.25 [_] $72.50 [_] $74.75 [_] $77.00 [_] $79.25
[_] $70.50 [_] $72.75 [_] $75.00 [_] $77.25 [_] $79.50
[_] $70.75 [_] $73.00 [_] $75.25 [_] $77.50 [_] $79.75
[_] $71.00 [_] $73.25 [_] $75.50 [_] $77.75 [_] $80.00
</TABLE>
ODD LOTS
[_]By checking this box, the undersigned represents that the undersigned
owned beneficially, as of the close of business on September 11, 1996,
and continues to own beneficially as of the Expiration Date, an aggregate
of fewer than 100 Shares (excluding Shares attributable to individual
accounts under the Savings Plans, but including Shares held in the
Company's Dividend Reinvestment Plan) and is tendering all of such
Shares.
If you do not wish to specify a purchase price, check the following box, in
which case you will be deemed to have tendered at the Purchase Price deter-
mined by the Company in accordance with the terms of the Offer (persons
checking this box need not indicate the price per Share in the box entitled
"Price (In Dollars) Per Share At Which Shares Are Being Tendered"
above). [_]
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF THE
TENDERING SHAREOWNERS. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
SIGN HERE
______________________________________________
Signature(s)
Dated: , 1996 Name _________________________________________
Address_______________________________________
______________________________________________
______________________________________________
Social Security or Taxpayer ID No.
4
<PAGE>
Exhibit (a)(6)
September 12, 1996
Dear Shareowner:
Campbell Soup Company is offering to purchase up to 18,000,000 shares of its
capital stock at a price not greater than $80.00 nor less than $69.00 per
share. The Company is conducting the Offer through a procedure commonly
referred to as a "Dutch auction." This procedure allows you to select the
price within the specified price range at which you are willing to sell all or
a portion of your shares to the Company.
The Offer is explained in detail in the enclosed Offer to Purchase and
Letter of Transmittal. If you wish to tender your shares, instructions on how
to tender shares are provided in the enclosed materials. I encourage you to
read these materials carefully before making any decision with respect to the
Offer. Neither the Company nor its Board of Directors makes any recommendation
to any shareowner whether to tender any or all shares.
Please note that the Offer is scheduled to expire at 12:00 Midnight, New
York City time, on Thursday, October 10, 1996, unless extended by the Company.
Questions regarding the Offer should not be directed to the Company but should
instead be directed to D.F. King & Co., Inc., the Information Agent, at 1-800-
488-8035.
Sincerely,
/s/ David W. Johnson
David W. Johnson
Chairman, President and
Chief Executive Officer
<PAGE>
Exhibit (a)(7)
CAMPBELL SOUP COMPANY
WORLD HEADQUARTERS
CAMDEN, NEW JERSEY 08103-1799
September 12, 1996
Dear Participants in the Campbell Soup Company Savings and 401(k) Plan for
Salaried Employees and its Savings and 401(k) Plan for Hourly-Paid Employees:
Campbell Soup Company announced that the Company's Board of Directors
approved a plan to repurchase up to 18,000,000 shares of its capital stock.
In this repurchase plan, called a tender offer, shareowners have an
opportunity to sell any or all of their shares at prices within a range of not
greater than $80.00 nor less than $69.00 per share. After shares are tendered
by shareowners, the Company selects a price and buys back shares at such
selected price (which will be within that range) that have been tendered at or
below that price.
Enclosed with this letter are all of the materials relating to this share
repurchase plan, including a letter from Fidelity Management Trust Company
("Fidelity"), the trustee of your plan.
These materials contain important information about the tender offer and
should be carefully reviewed. When reviewing the information, please keep the
following points in mind:
. As a Savings Plan participant, you have the right, under terms of the
plan, to decide whether or not to direct Fidelity to tender shares
reflecting your interest in the Campbell Soup Company Stock Fund (the
"Fund") credited to your individual account. Only Fidelity as the trustee
of the Savings Plans can actually tender the shares attributable to your
individual account.
. If you decide to direct Fidelity to tender any or all of your shares, you
will be entitled to specify the price or prices (within the limits of the
tender offer) at which they should be tendered. Refer to the instructions
on the enclosed "Direction Form", which must be filled out and returned
to Fidelity.
--The Direction Form must be received by Fidelity by 12:00 Midnight, on
Monday, October 7, 1996, unless this deadline is extended.
--Be sure to complete and return the Direction Form even if you decide
not to instruct Fidelity to tender any shares.
. If Fidelity does not receive a complete, signed original Direction Form
by the deadline, Fidelity will not tender any shares reflecting your
interest in the Fund credited to your individual account.
. IMPORTANT: IF YOU DIRECT FIDELITY TO TENDER SAVINGS PLAN SHARES
ATTRIBUTABLE TO YOUR INDIVIDUAL ACCOUNT AND THEY ARE REPURCHASED BY THE
COMPANY, ANY PROCEEDS WILL BE REINVESTED IN THE FIDELITY RETIREMENT MONEY
MARKET PORTFOLIO AS SOON AS ADMINISTRATIVELY POSSIBLE AND SUCH INVESTMENT
WILL BE CREDITED TO YOUR INDIVIDUAL ACCOUNT.
. IF YOU WISH TO HAVE ANY PROCEEDS OF THE SALE OF SHARES ATTRIBUTABLE TO
YOUR INDIVIDUAL ACCOUNT WHICH WERE REINVESTED IN THE FIDELITY RETIREMENT
MONEY MARKET PORTFOLIO INVESTED IN OTHER INVESTMENT
<PAGE>
OPTIONS OFFERED UNDER THE SAVINGS PLANS, PLEASE CALL FIDELITY AT 1-800-
354-6535 AFTER THE REINVESTMENT IS COMPLETE.
--Only after such time will you be able to instruct Fidelity to invest
any proceeds of the sale of shares attributable to your individual
account in other investment options offered under the Savings Plans.
. While there is no gain or loss recognized by participants in the Savings
Plans as a result of this repurchase plan, the tax treatment of future
withdrawals or distributions from the plan may be adversely impacted by a
tender or sale of shares in the Fund (see the "Investment of Tender
Proceeds" section in the enclosed letter from Fidelity).
. Fidelity will keep your decision confidential and will not disclose it to
any directors, officers or employees of Campbell Soup Company.
. Neither Campbell Soup Company, its Board of Directors, Fidelity as
trustee, the Dealer Managers nor any other party makes any
recommendations to you as to whether or not to tender shares or the price
at which to tender. You must make your own decision on this offer.
If you have any questions after reviewing the materials, contact:
. Fidelity at 1-800-354-6535 for information on the procedure for tendering
the shares attributable to your individual account, or
. D.F. King & Co., Inc., the Information Agent for the tender offer, at 1-
800-488-8035 for questions on the terms and conditions of the offer.
Sincerely,
/s/ Anthony P. DiSilvestro
Anthony P. DiSilvestro
Deputy Treasurer
Campbell Soup Company
<PAGE>
QUESTIONS AND ANSWERS FOR SAVINGS PLANS PARTICIPANTS ABOUT THECAMPBELL SOUP
COMPANY TENDER OFFER
Q. WHY IS THE COMPANY MAKING THIS TENDER OFFER TO PARTICIPANTS IN THE SAVINGS
PLANS?
A. As a participant in one or more of the Savings Plans, you may have a
proportional interest in the Fund. Under the terms of the Savings Plans,
you have the right to direct the investment of the contributions allocated
to your individual accounts. The contributions invested in the Fund
represent a proportional interest in the assets of the Fund. The Fund is
invested in Campbell Soup Company capital stock, and your proportional
interest in the Fund is held in an individual account for you by Fidelity
(along with the Savings Plans' other investment funds). The Savings Plans
provide that in the event of a tender offer, you may direct Fidelity to
tender the number of shares of Company capital stock that reflect your
proportional interest in the Fund.
Q. IF I DECIDE TO DIRECT FIDELITY TO TENDER THE SHARES THAT REFLECT MY
PROPORTIONAL INTEREST IN THE FUND, WILL I BE ABLE TO RECEIVE THE PROCEEDS?
A. No. All proceeds from any Fund shares that are tendered and sold will be
automatically invested by Fidelity in the Fidelity Retirement Money Market
Portfolio. The proceeds will be part of your individual account and may not
be distributed except in accordance with the applicable terms of the
Savings Plans.
Q. WILL I BE ABLE TO CHANGE THE INVESTMENT FUNDS IN WHICH THE PROCEEDS OF FUND
SHARES TENDERED ARE INVESTED?
A. Yes. Proceeds from the sale of Fund shares may be invested in other
investment options offered under the Savings Plans by contacting Fidelity
at 1-800-354-6535 after the reinvesting is complete.
Q. IS THERE A FORM I HAVE TO RETURN?
A. Included in this mailing is a "Direction Form". Complete and return this
form even if you decide not to direct the tender of any shares.
Q. WHAT IS THE DEADLINE FOR RETURNING THE "DIRECTION FORM"?
A. The form must be received by Fidelity by 12:00 Midnight, on Monday, October
7, 1996, unless this deadline is extended.
Q. WHAT IF I HAVE QUESTIONS?
A. Contact Fidelity at 1-800-354-6535 for information on the procedure for
tendering the shares reflecting your interest in the Company Stock Fund.
Contact D.F. King & Co., Inc., the Information Agent for the tender offer,
at 1-800-488-8035 for questions on the terms and conditions of the offer.
<PAGE>
Exhibit (a)(8)
[LETTERHEAD OF FIDELITY MANAGEMENT TRUST COMPANY]
IMMEDIATE ATTENTION REQUIRED
September 12, 1996
Re: Campbell Soup Company Savings and 401(k) Plan for Salaried Employees
and Campbell Soup Company Savings and 401(k) Plan for Hourly-Paid
Employees
Dear Plan Participant:
Our records reflect that a portion of your individual account in one or both
of the plans described above (the "Savings Plans") is invested in the Campbell
Soup Company Stock Fund.
Enclosed are tender offer materials and a Direction Form that require your
immediate attention. These materials describe an offer to purchase 18,000,000
shares of capital stock of Campbell Soup Company at prices not greater than
$80.00 nor less than $69.00 per share. As described below, you have the right
to instruct Fidelity Management Trust Company, as Trustee of the Savings Plans,
concerning whether and on what terms to tender Shares attributable to your
individual account under the Savings Plans.
YOU WILL NEED TO COMPLETE THE ENCLOSED DIRECTION FORM AND RETURN IT TO
FIDELITY INSTITUTIONAL RETIREMENT SERVICES COMPANY IN THE ENCLOSED RETURN
ENVELOPE SO THAT IT IS RECEIVED BY 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
MONDAY, OCTOBER 7, 1996, UNLESS EXTENDED. PLEASE COMPLETE AND RETURN THE
DIRECTION FORM EVEN IF YOU DECIDE NOT TO PARTICIPATE IN THE TENDER OFFER
DESCRIBED BELOW.
The remainder of this letter summarizes the transaction, your rights under
the Savings Plans and the procedures for completing the Direction Form. You
should also review the more detailed explanation provided in the other
materials including the Offer to Purchase and the related Letter of Transmittal
enclosed with this letter. For purposes of this letter, unless otherwise
provided, the term "participant" means an actual participant in the Savings
Plans, the beneficiary of a deceased actual participant and an alternate payee
with respect to an actual participant pursuant to a qualified domestic
relations order.
BACKGROUND
Campbell Soup Company (the "Company") has made a tender offer to purchase up
to 18,000,000 shares of its capital stock, par value $.075 per share (the
"Shares"), at prices not greater than $80.00 nor less than $69.00 per Share.
The enclosed Offer to Purchase dated September 12, 1996 ("Offer to Purchase")
and the related Letter of Transmittal set forth the objectives, terms and
conditions of the Offer and are being provided to all of the Company's
shareowners.
The Company's Offer to Purchase extends to the approximately 5,106,396 Shares
currently held by the Savings Plans. Only Fidelity as Trustee of the Savings
Plans can tender these Shares for sale. Nonetheless, as a Savings Plan
participant, you have the right to direct Fidelity whether or not to tender
some or all of the Shares attributable to your individual account in the
Savings Plans. If you direct Fidelity to tender any of the Shares attributable
to your individual account, you must also specify the price or prices at which
the Shares should be tendered.
<PAGE>
Please note that Fidelity is the holder of record of Shares attributable to
your individual account under the Savings Plans. A tender of such Shares can
be made only by Fidelity as the holder of record. The Letter of Transmittal is
furnished to you for your information only and cannot be used by you to tender
Shares attributable to your individual account under the Savings Plans.
NONE OF FIDELITY, ITS AFFILIATES, THE COMPANY, ITS BOARD OF DIRECTORS, THE
DEALER MANAGERS OR ANY OTHER PARTY MAKES ANY RECOMMENDATIONS AS TO WHETHER TO
DIRECT THE TENDER OF SHARES, THE PRICE AT WHICH TO TENDER, OR WHETHER TO
REFRAIN FROM DIRECTING THE TENDER OF SHARES. EACH PARTICIPANT MUST MAKE HIS OR
HER OWN DECISION ON THESE MATTERS.
Fidelity is directed to follow timely, completed Direction Forms of
participants with respect to the Offer. Fidelity is directed NOT to tender
Shares attributable to the individual accounts of participants from whom
Fidelity has not received timely, completed Direction Forms. Only in the event
that Fidelity determines that such directions violate the Employee Retirement
Income Security Act of 1974 as amended ("ERISA") will Fidelity exercise
discretion with respect to the tender of Shares held by the Savings Plans.
CONFIDENTIALITY
To assure the confidentiality of your decision, Fidelity and its affiliates
or agents will tabulate the Direction Forms. Neither Fidelity nor its
affiliates or agents will make the results of your individual direction
available to the Company.
HOW THE OFFER WORKS
The details of the Offer are described in the enclosed materials, which you
should review carefully. However, in broad outline, the transaction will work
as follows with respect to Savings Plan participants.
. The Company has offered to purchase up to 18,000,000 of its Shares at a
single per Share price not greater than $80.00 nor less than $69.00.
. If you want any of the Shares attributable to your individual account
under the Savings Plans sold on the terms and subject to the conditions
of the Offer, you need to instruct Fidelity by completing the enclosed
Direction Form and returning it in the enclosed return envelope.
. You need to specify on the Direction Form the per Share price (in
multiples of $.25), which cannot be greater than $80.00 nor less than
$69.00, at which you wish to tender the Shares attributable to your
individual account under the Savings Plans.
. The Offer, proration period and withdrawal rights will expire at 12:00
Midnight, New York City time, on Thursday, October 10, 1996, unless the
Company extends the Offer. ACCORDINGLY, IN ORDER FOR FIDELITY TO MAKE A
TIMELY TENDER OF THE SHARES ATTRIBUTABLE TO YOUR INDIVIDUAL ACCOUNT UNDER
THE SAVINGS PLANS, YOU MUST COMPLETE AND RETURN THE ENCLOSED DIRECTION
FORM IN THE RETURN ENVELOPE SO THAT IT IS RECEIVED BY FIDELITY
INSTITUTIONAL RETIREMENT SERVICES COMPANY NOT LATER THAN 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, OCTOBER 7, 1996, UNLESS EXTENDED.
. Please complete and return the direction form even if you decide not to
participate in the Offer. If Fidelity does not receive a completed,
signed original Direction Form from you by such deadline, pursuant to the
terms of the Trust Agreements relating to the Savings Plans, Fidelity
will NOT tender any of your Shares unless it determines that such Trust
Agreement provision violates ERISA.
. After the deadline above for returning the Direction Form to Fidelity
Institutional Retirement Services Company, Fidelity and its affiliates or
agents will complete the tabulation of all directions and Fidelity, as
Trustee, will tender the appropriate number of Shares. For purposes of
this tabulation, Fidelity will calculate the number of Shares
attributable to your individual account based upon the number of Shares
held by the Campbell Soup Company Stock Fund as of the close of business
on October 4, 1996.
2
<PAGE>
. The Company will then determine the per Share purchase price (not greater
than $80.00 nor less than $69.00) (the "Purchase Price"), at which the
Company can purchase 18,000,000 Shares.
. Unless the Offer is terminated or amended in accordance with its terms,
the Company will then buy all of the Shares, up to 18,000,000, that were
tendered at the Purchase Price or below. If there is an excess of Shares
tendered over the exact number desired by the Company at the Purchase
Price, Shares tendered pursuant to the Offer may be subject to proration
as set forth in Section 1 of the Offer to Purchase. Participants who
tender Shares at or below the Purchase Price will receive the same per
Share Purchase Price for Shares accepted for purchase.
. If you direct the tender of any Shares attributable to your individual
account at a price in excess of the Purchase Price as finally determined,
those Shares will not be purchased, and your individual account
previously invested in the Campbell Soup Company Stock Fund will remain
invested in the Campbell Soup Company Stock Fund.
PROCEDURE FOR DIRECTING TRUSTEE
A Direction Form for making your direction is enclosed. You must complete,
sign and return the enclosed original Direction Form in the return envelope so
that it is received at the address listed on the enclosed return envelope not
later than 12:00 Midnight, New York City time, on Monday, October 7, 1996,
unless extended. PLEASE COMPLETE AND RETURN THE DIRECTION FORM EVEN IF YOU
DECIDE NOT TO PARTICIPATE IN THE OFFER. If your Direction Form is not received
by this deadline, or if it is not fully or properly completed, the Shares
attributable to your individual account under the Savings Plans will not be
tendered. Please note that on the reverse side of the Direction Form the
approximate number of Shares attributable to your individual account as of
September 3, 1996 is indicated to the right of your address. As described
above, the actual number of Shares attributable to your individual account for
purposes of the Offer may vary from this amount.
To properly complete your Direction Form, you must do the following:
(1) On the face of the Direction Form, check Box 1 or 2. CHECK ONLY ONE BOX:
. CHECK BOX 1 if you do not want the Shares attributable to your individual
account tendered for sale at any price and simply want the Savings Plan
to continue holding such Shares.
. CHECK BOX 2 in all other cases and complete the table immediately below
Box 2. Specify the percentage of Shares attributable to your individual
account that you want to tender at each price indicated.
You may direct the tender of Shares attributable to your individual account
at different prices. To do so, you must state the percentage of Shares to
be sold at each indicated price by filling in the percentage of such
Shares on the line immediately before the price. Leave a line blank if you
want no Shares reflecting your interest in the Campbell Soup Company Stock
Fund tendered at that price. The total percentage of Shares reflecting
your interest in the Campbell Soup Company Stock Fund tendered may not
exceed 100%, but it may be less than or equal to 100%. If this amount is
less than 100%, you will be deemed to have instructed Fidelity NOT to
tender the balance of the Shares attributable to your individual account
under the Savings Plans.
(2) Date and sign the Direction Form in the space provided.
(3) Return the Direction Form in the enclosed return envelope so that it is
received by Fidelity Institutional Retirement Services Company at the address
on the return envelope not later than 12:00 Midnight, New York City time, on
Monday, October 7, 1996, unless extended. Please complete and return the
Direction Form even if you decide not to participate in the Offer. NO
FACSIMILE TRANSMITTALS OF THE DIRECTION FORM WILL BE ACCEPTED.
Your direction will be deemed irrevocable unless withdrawn by 12:00
Midnight, New York City time, on Monday, October 7, 1996, unless extended. In
order to make an effective withdrawal, you must submit a new Direction Form
which may be obtained by calling Fidelity at 1-800-354-6535. Your new
Direction Form must include your name, address and Social Security number.
Upon receipt of a
3
<PAGE>
new, completed and signed Direction Form, your previous direction will be
deemed cancelled. You may direct the re-tendering of any Shares attributable
to your individual account by obtaining an additional Direction Form from
Fidelity and repeating the previous instructions for directing tenders as set
forth in this letter.
INVESTMENT OF TENDER PROCEEDS
For any Shares attributable to your individual account under the Savings
Plans that are tendered and purchased by the Company, the Company will pay
cash to the Savings Plans. In accordance with the Trust Agreements, Fidelity
will invest the proceeds in the Fidelity Retirement Money Market Portfolio, as
soon as administratively possible and will credit such investment to your
individual account. You may call Fidelity at 1-800-354-6535 after the
reinvestment is complete to have the proceeds of the sale of Shares which were
invested in the Fidelity Retirement Money Market Portfolio invested in other
investment options offered under the Savings Plans.
INDIVIDUAL PARTICIPANTS IN THE SAVINGS PLANS WILL NOT RECEIVE ANY PORTION OF
THE TENDER PROCEEDS DIRECTLY. ALL SUCH PROCEEDS WILL REMAIN IN THE SAVINGS
PLANS AND MAY BE WITHDRAWN ONLY IN ACCORDANCE WITH THE TERMS OF THE SAVINGS
PLANS.
For federal income tax purposes, no gain or loss will be recognized by
participants in the Savings Plans as a result of the tender or sale of Shares
held in the Savings Plans. However, certain tax benefits that may otherwise be
available in connection with the future withdrawal or distribution of Shares
from the Savings Plans may be adversely affected if Shares are tendered and
sold. Specifically, under current federal income tax rules, if a participant
receives certain kinds of distributions of Shares in kind from certain
contribution sources, the excess of the fair market value of the Shares on the
date of such withdrawal or distribution over the cost to the Savings Plans of
those Shares is excluded from the value of the withdrawal or distribution for
purposes of determining the participant's federal income tax liability with
respect to the withdrawal or distribution. Any excess in market value over the
cost will be taxed to the extent realized when the Shares are sold, as long-
term capital gain. If you direct Fidelity to tender Shares attributable to
your individual account in the Offer, you may adversely affect your ability to
take advantage of this tax benefit. If you direct Fidelity not to tender any
Shares attributable to your individual account, the cost of Shares
attributable to your individual account will not be affected.
SHARES OUTSIDE THE SAVINGS PLANS
If you hold Shares directly, you will receive, under separate cover, tender
offer materials directly from the Company which can be used to tender such
Shares directly to the Company. Those tender offer materials may not be used
to direct Fidelity to tender or not tender the Shares attributable to your
individual account under the Savings Plans. The direction to tender or not
tender Shares attributable to your individual account under the Savings Plans
may only be made in accordance with the procedures in this letter.
FURTHER INFORMATION
If you require additional information concerning the terms and conditions of
the Offer, please call D.F. King & Co., Inc., the Information Agent, at 1-800-
488-8035. If you require additional information concerning the procedure to
tender Shares attributable to your individual account under the Savings Plans,
please contact Fidelity at 1-800-354-6535.
Sincerely,
FIDELITY MANAGEMENT TRUST COMPANY
4
<PAGE>
DIRECTION FORM
CAMPBELL SOUP COMPANY SAVINGS AND 401(k) PLAN FOR HOURLY-PAID EMPLOYEES
AND CAMPBELL SOUP COMPANY SAVINGS AND 401(k) PLAN FOR SALARIED EMPLOYEES
BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE ACCOMPANYING
OFFER TO PURCHASE AND ALL OTHER ENCLOSED MATERIALS
INSTRUCTIONS
Carefully complete the detachable portion of this Direction Form below. Then
turn the form over and insert today's date and sign your name in the spaces
provided. Enclose the Direction Form in the included postage prepaid envelope
and mail it promptly. YOUR DIRECTION FORM MUST BE RECEIVED BY FIDELITY
INSTITUTIONAL RETIREMENT SERVICES COMPANY NOT LATER THAN 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON MONDAY, OCTOBER 7, 1996, UNLESS EXTENDED. PLEASE COMPLETE AND
RETURN THE DIRECTION FORM EVEN IF YOU DECIDE NOT TO PARTICIPATE IN THE OFFER.
Direction Forms that are not fully or properly completed, dated, and signed, or
that are received after the deadline, will be ignored, and the Shares reflecting
your interest in the Company Stock Fund allocated to your individual account
will not be tendered. Note that Fidelity also has the right to ignore any
direction that it determines cannot be implemented without violation of
applicable law.
Neither the Company, its Board of Directors, Fidelity, the Dealer Managers, nor
any other party makes any recommendation to participants as to whether to direct
the tender of Shares, the price at which to tender, or to refrain from
directing the tender of Shares. Each participant must make his or her own
decision on these matters.
As of Tuesday, September 3, 1996, the approximate number of Shares of Campbell
Soup Company capital stock reflecting your interest in the Company Stock Fund
allocated to your Savings Plan individual account is shown to the right of your
address.
- --------------------------------------------------------------------------------
(CHECK ONLY ONE BOX)
[ ] 1. Please refrain from tendering and continue to HOLD all Shares
reflecting my interest in the Company Stock Fund allocated to
my Savings Plan individual account.
[ ] 2. Please TENDER Shares reflecting my interest in the Company Stock
Fund allocated to my Savings Plan individual account in the
percentage indicated below for each of the prices provided. (The
total of the percentages may NOT exceed 100%, but it may be less
than or equal to 100%). A blank space before a given price will
be taken to mean that no Shares reflecting my interest in the
Company Stock Fund are to be tendered at that price. FILL IN THE
TABLE BELOW ONLY IF YOU HAVE CHECKED BOX 2.
Percentage of Shares Directed to be Tendered (The total of all percentages must
be less than or equal to 100%). If the total is less than 100%, you will be
----
deemed to have directed Fidelity NOT to tender the remaining percentage.)
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
__ % at $69.00 __ % at $71.25 __ % at $73.50 __ % at $75.75 __ % at $78.00
__ % at $69.25 __ % at $71.50 __ % at $73.75 __ % at $76.00 __ % at $78.25
__ % at $69.50 __ % at $71.75 __ % at $74.00 __ % at $76.25 __ % at $78.50
__ % at $69.75 __ % at $72.00 __ % at $74.25 __ % at $76.50 __ % at $78.75
__ % at $70.00 __ % at $72.25 __ % at $74.50 __ % at $76.75 __ % at $79.00
__ % at $70.25 __ % at $72.50 __ % at $74.75 __ % at $77.00 __ % at $79.25
__ % at $70.50 __ % at $72.75 __ % at $75.00 __ % at $77.25 __ % at $79.50
__ % at $70.75 __ % at $73.00 __ % at $75.25 __ % at $77.50 __ % at $79.75
__ % at $71.00 __ % at $73.25 __ % at $75.50 __ % at $77.75 __ % at $80.00
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
The undersigned hereby directs Fidelity Management Trust Company, as Trustee
of the Campbell Soup Company Savings and 401(k) Plan for Salaried Employees
(collectively, the "Savings Plans"), to tender to Campbell Soup Company (the
"Company"), in accordance with the Offer to Purchase, dated September 12, 1996,
a copy of which I have received and read, the indicated percentage of shares of
the Company's capital stock, par value $.075 per share (the "Shares"),
reflecting my interest in the Company Stock Fund allocated to my Savings Plan
individual account, or to hold such Shares, in either case as provided on the
opposite side of this form.
--------------------------------------
Signature
--------------------------------------
Please print name
--------------------------------------
Date
<PAGE>
Exhibit (a)(9)
[LETTERHEAD OF CAMPBELL SOUP COMPANY LTD]
September 12, 1996
Dear Participants in the Campbell Soup Company Ltd Group RRSP and Savings
Plan:
Campbell Soup Company announced that the Company's Board of Directors
approved a plan to repurchase up to 18,000,000 shares of its capital stock.
In this repurchase plan, called a tender offer, shareowners have an
opportunity to sell any or all of their shares at prices within a range of not
greater than $80.00 nor less than $69.00 per share. After shares are tendered
by shareowners, the Company selects a price and buys back shares at such
selected price (which will be within that range) that have been tendered at or
below that price.
Enclosed with this letter are all of the materials relating to this share
repurchase plan, including a letter from Fidelity Investments Canada Limited
("Fidelity"), the trustee and manager of the Campbell Soup Company Stock Fund
(the "Fund").
These materials contain important information about the tender offer and
should be carefully reviewed. When reviewing the information, please keep the
following points in mind:
. As an investor in the Fund, you have the right to decide whether or not
to direct Fidelity to tender shares reflecting your interest in units of
the Fund. Only Fidelity as the trustee and manager of the Fund can
actually tender the shares reflecting your interest in the Fund.
. If you decide to direct Fidelity to tender any shares, you will be
entitled to specify the price or prices (within the limits of the tender
offer) at which they should be tendered. Refer to the instructions on
the enclosed "Direction Form", which must be filled out and returned to
Fidelity.
--The Direction Form must be received by Fidelity by 12:00 Midnight, on
Monday October 7, 1996, unless this deadline is extended.
--Be sure to complete and return the Direction Form even if you decide
not to instruct Fidelity to tender any shares.
. If you hold units of the Fund in both your Group RRSP and Savings Plan
accounts, then you may be required to complete a separate Direction Form
for each account. For further information with respect to such
requirement, please contact Fidelity at 1-800-266-0085.
. If Fidelity does not receive a complete, signed original Direction Form
by the deadline, Fidelity will not tender any shares reflecting your
interest in the Fund.
. IMPORTANT: IF YOU DIRECT FIDELITY TO TENDER SHARES REFLECTING YOUR
INTEREST IN THE FUND AND THEY ARE REPURCHASED BY THE COMPANY, ANY
PROCEEDS WILL BE REINVESTED IN THE FIDELITY CANADIAN SHORT TERM ASSET
FUND AS SOON AS ADMINISTRATIVELY POSSIBLE AND SUCH INVESTMENT WILL BE
CREDITED TO YOUR INDIVIDUAL ACCOUNT.
<PAGE>
. IF YOU WISH TO HAVE ANY PROCEEDS OF THE SALE OF SHARES REFLECTING YOUR
INTEREST IN THE FUND WHICH WERE REINVESTED IN THE FIDELITY CANADIAN
SHORT TERM ASSET FUND INVESTED IN ONE OF THE OTHER INVESTMENT OPTIONS
AVAILABLE UNDER THE PLAN, PLEASE CALL FIDELITY AT 1-800-266-0085 AFTER
THE REINVESTMENT IS COMPLETE.
--Only after such time will you be able to instruct Fidelity to invest
any proceeds of the sale of shares reflecting your interest in the Fund
(which will be invested in the Fidelity Canadian Short Term Asset Fund)
in any other manner.
. There are U.S. and Canadian tax implications to tendering under the
Offer. PROCEEDS WILL BE SUBJECT TO 15% U.S. WITHHOLDING TAX, WHICH WILL
REDUCE AMOUNTS PAYABLE TO INVESTORS WHOSE SHARES HAVE BEEN ACCEPTED
UNDER THE TENDER OFFER. Such tax may be recoverable, but not until 1997.
Further, for Canadian tax purposes, the Fund will realize capital gains
as a result of shares being accepted under the tender offer; such
capital gains may be distributed to investors. Investors holding units
of the Fund in the Group RRSP will not be subject to tax on such
distributions unless proceeds are withdrawn from the RRSP. Investors
holding units of the Fund in the Savings Plan portion of the Plan will
be required to include such amounts in their income for tax purposes.
Finally, investors holding units of the Fund in the Savings Plan portion
of the Plan who redeem units under the tender offer will also be
required to include three-quarters of the excess of proceeds of
disposition over the adjusted cost base of their units in their income
for tax purposes. Investors should refer to the "Tax Consequences"
section in the enclosed letter from Fidelity.
. Fidelity will keep your decision confidential and will not disclose it
to any directors, officers or employees of Campbell Soup Company or
Campbell Soup Company Ltd.
. Neither Campbell Soup Company, its Board of Directors, Fidelity,
Campbell Soup Company Ltd, the Dealer Managers nor any other party makes
any recommendations to you as to whether or not to tender shares or the
price at which to tender. You must make your own decision on this offer.
If you have any questions after reviewing the materials, contact:
. Fidelity at 1-800-266-0085 for information on the procedure for
tendering the shares reflecting your interest in the Fund, or
. D.F. King & Co., Inc., the Information Agent for the tender offer, at 1-
800-488-8035 for questions on the terms and conditions of the offer.
Sincerely,
/s/ David S. Clement
David S. Clement
Manager Human Resources and
Special Projects
Campbell Soup Company Ltd
2
<PAGE>
QUESTIONS AND ANSWERS FOR INVESTORS IN THE CAMPBELL SOUP COMPANY STOCK FUND
ABOUT THE CAMPBELL SOUP COMPANY TENDER OFFER
Q. WHY IS THE COMPANY MAKING THIS TENDER OFFER TO INVESTORS IN THE FUND?
A. The Fund is invested in Campbell Soup Company capital stock, and your
holding of units of the Fund gives you the right to direct Fidelity, as
trustee and manager of the Fund, as to how to deal with your proportionate
interest in the shares of Company stock held by the Fund. In the event of a
tender offer, you may direct Fidelity to tender the number of shares of
Company capital stock that reflects your proportionate interest in the
Fund.
Q. ARE THERE TAX IMPLICATIONS IF I DIRECT FIDELITY TO TENDER?
A. Yes. There are U.S. and Canadian tax implications to tendering under the
Offer. PROCEEDS WILL BE SUBJECT TO 15% U.S. WITHHOLDING TAX, WHICH WILL
REDUCE AMOUNTS PAYABLE TO INVESTORS WHOSE SHARES HAVE BEEN ACCEPTED UNDER
THE TENDER OFFER. Such tax may be recoverable, but not until 1997. Further,
for Canadian tax purposes, the Fund will realize capital gains as a result
of shares being accepted under the tender offer; such capital gains may be
distributed to investors. Investors holding units of the Fund in the Group
RRSP Plan will not be subject to tax on such distributions unless proceeds
are withdrawn from the RRSP. Investors holding units of the Fund in the
Savings Plan portion of the Plan will be required to include such amounts
in their income for tax purposes. Finally, investors holding units of the
Fund in the Savings Plan portion of the Plan who redeem units under the
tender offer will also be required to include three-quarters of the excess
of proceeds of disposition over the adjusted cost base of their units in
their income for tax purposes. Investors should refer to the "Tax
Consequences" section in the enclosed letter from Fidelity.
Q. IF I DECIDE TO DIRECT FIDELITY TO TENDER THE SHARES THAT REFLECT MY
PROPORTIONAL INTEREST IN THE FUND, WILL I BE ABLE TO RECEIVE THE PROCEEDS?
A. No. All proceeds from any shares that are tendered and sold will be
invested automatically by Fidelity in the Fidelity Canadian Short Term
Asset Fund. That new investment in units of the Fidelity Canadian Short
Term Asset Fund will be part of your individual account.
Q. IF I DECIDE TO TENDER THE SHARES THAT REFLECT MY PROPORTIONAL INTEREST IN
THE FUND, WHAT IMPACT WILL THAT HAVE ON MY UNITS IN THE FUND?
A. Any units held in your Plan attributable to tendered shares will be frozen
and will not be eligible for withdrawal or transfer until such time as the
expiration of the tender offer.
Q. WILL I BE ABLE TO CHANGE THE MUTUAL FUNDS IN WHICH THE PROCEEDS OF SHARES
TENDERED ARE INVESTED?
A. Yes. Proceeds from the sale of shares may be invested in a different
manner, subject to the provisions of the Plan, by contacting Fidelity at 1-
800-266-0085 after the reinvesting is complete.
Q. IS THERE A FORM I HAVE TO RETURN?
A. Included in this mailing is a "Direction Form". If you hold units of the
Fund in both your Group RRSP and Savings Plan accounts, then you may be
required to complete a separate Direction Form for each account. For
further information, please contact Fidelity at 1-800-266-0085. Complete
and return this form even if you decide not to direct the tender of any
shares.
<PAGE>
Q. WHAT IS THE DEADLINE FOR RETURNING THE "DIRECTION FORM"?
A. The form must be received by mail by Fidelity by 12:00 Midnight on Monday
October 7, 1996, unless this deadline is extended.
Q. WHAT IF I HAVE QUESTIONS?
A. Contact Fidelity at 1-800-266-0085 for information on the procedure for
tendering the shares reflecting your interest in the Fund. Contact D.F. King
& Co., Inc., the Information Agent for the tender offer, at 1-800-488-8035
for questions on the terms and conditions of the offer.
2
<PAGE>
Exhibit (a)(10)
IMMEDIATE ATTENTION REQUIRED
Re: Campbell Soup Company Ltd Group RRSP and Savings Plan
September 12, 1996
Dear Plan Participant:
Our records reflect that a portion of your individual account in the plan
described above (the "Plan") is invested in the Campbell Soup Company Stock
Fund (the "Fund").
Enclosed are tender offer materials and a Direction Form that require your
immediate attention. These materials describe an offer to purchase 18,000,000
shares of capital stock of Campbell Soup Company at prices not greater than
$80.00 nor less than $69.00 per Share. As described below, you have the right
to instruct Fidelity Investments Canada Limited ("Fidelity"), as Trustee and
Manager of the Fund, concerning whether and on what terms to tender your
proportionate interest in the Shares held by the Fund.
YOU WILL NEED TO COMPLETE THE ENCLOSED DIRECTION FORM AND RETURN IT TO
FIDELITY IN THE ENCLOSED RETURN ENVELOPE SO THAT IT IS RECEIVED BY 12:00
MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, OCTOBER 7, 1996, UNLESS EXTENDED.
PLEASE COMPLETE AND RETURN THE DIRECTION FORM EVEN IF YOU DECIDE NOT TO
PARTICIPATE IN THE TENDER OFFER DESCRIBED BELOW. IF YOU HOLD UNITS OF THE FUND
IN BOTH YOUR GROUP RRSP AND SAVINGS PLAN ACCOUNTS, THEN WE WILL TREAT BOTH
HOLDINGS IN THE FASHION DESCRIBED BY YOU ON THE DIRECTION FORM, UNLESS YOU
PROVIDE INSTRUCTIONS TO THE CONTRARY. SHOULD YOU WISH TO PROVIDE DIFFERENT
DIRECTIONS FOR SEPARATE ACCOUNTS, PLEASE CONTACT FIDELITY AT 1-800-266-0085.
The remainder of this letter summarizes the transaction, your rights with
respect to your interest in the Fund and the procedures for completing the
Direction Form. You should also review the more detailed explanation provided
in the other materials including the Offer to Purchase and the related Letter
of Transmittal enclosed with this letter. For purposes of this letter, unless
otherwise provided, the term "participant" means an actual participant in the
Plan.
PLEASE NOTE THAT THERE ARE U.S. AND CANADIAN TAX IMPLICATIONS TO TENDERING
SHARES UNDER THE OFFER. Refer to the "Tax Consequences" section of this
letter.
BACKGROUND
Campbell Soup Company (the "Company") has made a tender offer to purchase up
to 18,000,000 shares of its capital stock, par value $.075 per share (the
"Shares"), at prices not greater than $80.00 nor less than $69.00 per Share.
The enclosed Offer to Purchase dated September 12, 1996 ("Offer to Purchase")
and the related Letter of Transmittal set forth the objectives, terms and
conditions of the Offer and are being provided to all of the Company's
shareowners.
<PAGE>
The Company's Offer to Purchase extends to the approximately 13,677 Shares
currently held by the Fund. Only Fidelity as Trustee and Manager of the Fund
can tender these Shares for sale. Nonetheless, as an investor in the Fund, you
have the right to direct Fidelity whether or not to tender some or all of the
Shares attributable to your individual holding of units of the Fund. If you
direct Fidelity to tender any of the Shares attributable to your individual
interest in the Fund, you must also specify the price or prices at which the
Shares should be tendered.
Please note that the Fund is the holder of record of the Shares. A tender of
such Shares can be made only by the Fund as the holder of record. The Letter
of Transmittal is furnished to you for your information only and cannot be
used by you to tender Shares attributable to your individual holding of units
of the Fund.
NONE OF FIDELITY, ITS AFFILIATES, THE COMPANY, ITS BOARD OF DIRECTORS,
CAMPBELL SOUP COMPANY LTD, THE DEALER MANAGERS OR ANY OTHER PARTY MAKES ANY
RECOMMENDATIONS AS TO WHETHER TO DIRECT THE TENDER OF SHARES, THE PRICE AT
WHICH TO TENDER, OR WHETHER TO REFRAIN FROM DIRECTING THE TENDER OF SHARES.
EACH PARTICIPANT MUST MAKE HIS OR HER OWN DECISION ON THESE MATTERS.
Fidelity is directed to follow timely, completed Direction Forms of
participants with respect to the Offer. Fidelity is directed NOT to tender
Shares attributable to the individual holdings of units of the Fund of
participants from whom Fidelity has not received timely, completed Direction
Forms.
CONFIDENTIALITY
To assure the confidentiality of your decision, Fidelity and its affiliates
or agents will tabulate the Direction Forms. Neither Fidelity nor its
affiliates or agents will make the results of your individual direction
available to the Company or Campbell Soup Company Ltd.
HOW THE OFFER WORKS
The details of the Offer are described in the enclosed materials, which you
should review carefully. However, in broad outline, the transaction will work
as follows with respect to Fund investors.
. The Company has offered to purchase up to 18,000,000 of its Shares at a
single per Share price not greater than $80.00 nor less than $69.00.
. If you want any of the Shares attributable to your individual holding of
units of the Fund sold on the terms and subject to the conditions of the
Offer, you need to instruct Fidelity by completing the enclosed
Direction Form and returning it in the enclosed return envelope. If you
hold units of the Fund in both your Group RRSP and Savings Plan
accounts, then you may be required to complete a separate Direction Form
for each account. For further information, please contact Fidelity at 1-
800-266-0085.
. You need to specify on the Direction Form the per Share price (in
multiples of $.25), which cannot be greater than $80.00 nor less than
$69.00, at which you wish to tender the Shares attributable to your
holding of units of the Fund.
. The Offer proration period and withdrawal rights will expire at 12:00
Midnight, New York City time, Thursday, on October 10, 1996, unless the
Company extends the Offer. ACCORDINGLY, IN ORDER FOR FIDELITY TO MAKE A
TIMELY TENDER OF THE SHARES ATTRIBUTABLE TO YOUR INDIVIDUAL HOLDING OF
UNITS OF THE FUND, YOU MUST COMPLETE AND RETURN THE ENCLOSED DIRECTION
FORM IN THE RETURN ENVELOPE SO THAT IT IS RECEIVED BY FIDELITY NOT LATER
THAN 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, OCTOBER 7, 1996,
UNLESS EXTENDED. Please complete and return the Direction Form even if
you decide not to
2
<PAGE>
participate in the Offer. If Fidelity does not receive completed, signed
original Direction Form from you by such deadline, Fidelity will NOT
tender any Shares attributable to your individual holding of units of
the Fund.
. After the deadline above for returning the Direction Form to Fidelity,
Fidelity and its affiliates or agents will complete the tabulation of
all directions and Fidelity, as Trustee and Manager of the Fund, will
tender the appropriate number of Shares. For purposes of this
tabulation, Fidelity will calculate the number of Shares representing
your interest in the Fund based upon the number of Shares held by the
Fund as of the close of business on October 4, 1996.
. The Company will then determine the per Share purchase price (not
greater than $80.00 nor less than $69.00) (the "Purchase Price"), at
which the Company can purchase 18,000,000 Shares.
. Unless the Offer is terminated or amended in accordance with its terms,
the Company will then buy all of the Shares, up to 18,000,000, that were
tendered at the Purchase Price or below. If there is an excess of Shares
tendered over the exact number desired by the Company at the Purchase
Price, Shares tendered pursuant to the Offer may be subject to proration
as set forth in Section 1 of the Offer to Purchase. Participants who
tender Shares at or below the Purchase Price will receive the same per
Share Purchase Price for Shares accepted for purchase.
. If you direct the tender of any Shares attributable to your individual
holding of units of the Fund at a price in excess of the Purchase Price
as finally determined, those Shares will not be purchased, and your
interest in units of the Fund will remain in your individual account
under the Plan.
. Any units held in your Plan attributable to tendered Shares will be
frozen and will not be eligible for withdrawal or transfer until such
time as the expiration of the Offer.
PROCEDURE FOR DIRECTING FIDELITY
A Direction Form for making your direction is enclosed. You must complete,
sign and return the enclosed original Direction Form in the return envelope so
that they are received at the address listed on the enclosed return envelope
not later than 12:00 Midnight, New York City time, on Monday, October 7, 1996,
unless extended. PLEASE COMPLETE AND RETURN THE DIRECTION FORM EVEN IF YOU
DECIDE NOT TO PARTICIPATE IN THE OFFER. If your Direction Form is not received
by this deadline, or if it is not fully or properly completed, the Shares
attributable to your individual holding of units of the Fund will not be
tendered. Please note that on the reverse side of the Direction Form the
approximate number of Shares attributable to your individual holding of units
of the Fund as of September 3, 1996 is indicated to the right of your address.
As described above, the actual number of Shares attributable to your individual
holding of units of the Fund for purposes of the Offer may vary from this
amount.
To properly complete your Direction Form, you must do the following:
(1) On the face of the Direction Form, check Box 1 or 2. CHECK ONLY ONE BOX:
. CHECK BOX 1 if you do not want the Shares attributable to your individual
holding of units of the Fund tendered for sale at any price and simply want
the Fund to continue holding such Shares.
. CHECK BOX 2 in all other cases and complete the table immediately below Box
2. Specify the percentage of Shares attributable to your individual holding
of units of the Fund that you want to tender at each price indicated.
3
<PAGE>
You may direct the tender of Shares attributable to your individual holding
of units of the Fund at different prices. To do so, you must state the
percentage of Shares to be sold at each indicated price by filling in the
percentage of such Shares on the line immediately before the price. Leave a
line blank if you want no Shares reflecting your holding of units of the
Fund tendered at that price. The total percentage of Shares reflecting your
interest in the Fund tendered may not exceed 100%, but it may be less than
or equal to 100%. If this amount is less than 100%, you will be deemed to
have instructed Fidelity NOT to tender the balance of the Shares
attributable to your individual holding of units of the Fund. You may be
required to complete a separate Direction Form if you hold units of the
Fund in more than one account. For further information, please contact
Fidelity at 1-800-266-0085.
(2) Date and sign the Direction Form in the space provided.
(3) Return the Direction Form in the enclosed return envelope so that it
is received by Fidelity at the address on the return envelope not later than
12:00 Midnight, New York City time, on Monday, October 7, 1996, unless
extended. Please complete and return the Direction Form even if you decide not
to participate in the Offer. NO FACSIMILE TRANSMITTALS OF THE DIRECTION FORM
WILL BE ACCEPTED.
Your direction will be deemed irrevocable unless withdrawn by 12:00
Midnight, New York City time, on Monday, October 7, 1996, unless extended. In
order to make an effective withdrawal, you must submit a new Direction Form
which may be obtained by calling Fidelity at 1-800-266-0085. Your new
Direction Form must include your name and address. Upon receipt of a new,
completed and signed Direction Form, your previous direction will be deemed
cancelled. You may direct the re-tendering of any Shares attributable to your
individual holding of units of the Fund by obtaining an additional Direction
Form from Fidelity and repeating the previous instructions for directing
tenders as set forth in this letter.
INVESTMENT OF TENDER PROCEEDS
For any Shares attributable to your individual holdings of units of the Fund
that are tendered and purchased by the Company, the Company will pay cash to
the Fund. As soon as practicable following the determination, by the Company,
of the Purchase Price per Share and the amount of cash to be received by the
Fund, the Fund will make a special determination of its net asset value using
the net effective Purchase Price (reduced by an amount representing U.S.
withholding tax (see "Tax Consequences")) as the value of all of the Fund's
holding of Shares. At that time, those participants who have directed Fidelity
to tender any of the Shares attributable to their individual holdings of units
of the Fund and who have had some of such Shares purchased by the Company
under the Offer will be deemed to request a redemption of units of the Fund
held by them in an amount equal to the amount of cash proceeds received by the
Fund in respect of those Shares so purchased under the Offer. The cash
proceeds from such a redemption will then be used to purchase units of the
Fidelity Canadian Short Term Asset Fund for a participant's account. Following
completion of these transactions, a participant will be free to reallocate the
amount invested in the Fidelity Canadian Short Term Asset Fund among any of
the other investment options available under the Plan. To make any changes to
your investments, please call Fidelity at 1-800-266-0085. The Fund will next
determine its net asset value, in the usual fashion, at the end of that day
and will process any other purchases, redemptions, or switches in the normal
course.
INDIVIDUAL PARTICIPANTS IN THE PLAN WILL NOT RECEIVE ANY PORTION OF THE
TENDER PROCEEDS DIRECTLY. ALL SUCH PROCEEDS WILL REMAIN IN THE PLAN AND MAY BE
WITHDRAWN ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN.
4
<PAGE>
TAX CONSEQUENCES
There are U.S. and Canadian tax implications to tendering under the Offer.
PROCEEDS WILL BE SUBJECT TO 15% U.S. WITHHOLDING TAX, WHICH WILL REDUCE
AMOUNTS PAYABLE TO INVESTORS WHOSE SHARES HAVE BEEN ACCEPTED UNDER THE TENDER
OFFER. Such tax may be recoverable, but not until 1997. The Fund will file for
recovery of the withholding tax in early 1997, but there is no guarantee that
the Fund will be successful in recovering such tax. If the Fund is successful
in recovering such tax, further redemption proceeds will be paid to investors
at that time.
For Canadian tax purposes, the Fund will realize capital gains as a result
of Shares being accepted under the tender offer; such capital gains may be
distributed to unitholders as at December 31, 1996 to the extent necessary to
ensure that no tax is payable by the Fund. Fidelity reserves the right to
recharacterize the proceeds paid to tendering investors as, in part, a
distribution of capital gains. Investors holding units of the Fund in the
Group RRSP Plan will not be subject to tax on such distributions unless
proceeds are withdrawn from the RRSP. Investors holding units of the Fund in
the Savings Plan portion of the Plan will be required to include such amounts
in their income for tax purposes.
The redemption of units by investors holding units in their Savings Plan
portion of the Plan account will result in the realization of a capital gain
to the extent that the proceeds of disposition exceed the investor's adjusted
cost base of such units. Three-quarters of any such gain must be included in
the investor's income for tax purposes.
SHARES OUTSIDE THE PLAN
If you hold Shares directly, outside the Plan, you will receive, under
separate cover, tender offer materials directly from the Company which can be
used to tender such Shares directly to the Company. Those tender offer
materials may not be used to direct Fidelity to tender or not tender the
Shares attributable to your individual holdings of units of the Fund. The
direction to tender or not tender Shares attributable to your individual
holdings of units of the Fund may only be made in accordance with the
procedures in this letter.
FURTHER INFORMATION
If you require additional information concerning the terms and conditions of
the Offer, please call D.F. King & Co., Inc., the Information Agent, at 1-800-
488-8035. If you require additional information concerning the procedure to
tender Shares attributable to your individual account under the Plan, please
contact Fidelity at 1-800-266-0085.
Sincerely,
Fidelity Investments Canada Limited
Trustee and Manager of the Campbell
Soup Company Stock Fund
5
<PAGE>
DIRECTION FORM
CAMPBELL SOUP COMPANY LTD GROUP RRSP AND SAVINGS PLAN
BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE ACCOMPANYING
OFFER TO PURCHASE AND ALL OTHER ENCLOSED MATERIALS
INSTRUCTIONS
Carefully complete the detachable portion of this Form below. Then turn the form
over and insert today's date and sign your name in the spaces provided. Enclose
the Direction Form in the included postage prepaid envelope and mail it
promptly. YOUR DIRECTION FORM MUST BE RECEIVED BY FIDELITY INVESTMENTS CANADA
LIMITED NOT LATER THAN 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, OCTOBER 7,
1996, UNLESS EXTENDED. PLEASE COMPLETE AND RETURN THE DIRECTION FORM EVEN IF YOU
DECIDE NOT TO PARTICIPATE IN THE OFFER. Direction Forms that are not fully or
properly completed, dated, and signed, or that are received after the deadline,
will be ignored, and the Shares reflecting your interest in the Company Stock
Fund will not be tendered. Note that Fidelity also has the right to ignore any
direction that it determines cannot be implemented without violation of
applicable law.
Neither the Company, its Board of Directors, Fidelity, Campbell Soup Company
Ltd, the Dealer Managers, nor any other party makes any recommendation to
participants as to whether to direct the tender of Shares, the price at which to
tender, or to refrain from directing the tender of Shares. Each participant must
make his or her own decision on these matters.
As of Tuesday, September 3, 1996, the approximate number of Shares of Campbell
Soup Company capital stock reflecting your interest in the Company Stock Fund is
shown to the right of your address.
- --------------------------------------------------------------------------------
(CHECK ONLY ONE BOX):
[_] 1. Please refrain from tendering and continue to HOLD all Shares
reflecting my interest in the Company Stock Fund.
[_] 2. Please TENDER Shares reflecting my interest in the Company Stock
Fund in the percentage indicated below for each of the prices
provided. (The total of the percentages may NOT exceed 100%, but
it may be less than or equal to 100%.) A blank space before a
given price will be taken to mean that no Shares reflecting my
interest in the Company Stock Fund are to be tendered at that
price. FILL IN THE TABLE BELOW ONLY IF YOU HAVE CHECKED BOX 2.
Percentage of Shares Directed to be Tendered (The total of all percentages must
be less than or equal to 100%. If the total is less than 100%, you will be
deemed to have directed Fidelity NOT to tender the remaining percentage.)
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
__ % at $69.00 __ % at $71.25 __ % at $73.50 __ % at $75.75 __ % at $78.00
__ % at $69.25 __ % at $71.50 __ % at $73.75 __ % at $76.00 __ % at $78.25
__ % at $69.50 __ % at $71.75 __ % at $74.00 __ % at $76.25 __ % at $78.50
__ % at $69.75 __ % at $72.00 __ % at $74.25 __ % at $76.50 __ % at $78.75
__ % at $70.00 __ % at $72.25 __ % at $74.50 __ % at $76.75 __ % at $79.00
__ % at $70.25 __ % at $72.50 __ % at $74.75 __ % at $77.00 __ % at $79.25
__ % at $70.50 __ % at $72.75 __ % at $75.00 __ % at $77.25 __ % at $79.50
__ % at $70.75 __ % at $73.00 __ % at $75.25 __ % at $77.50 __ % at $79.75
__ % at $71.00 __ % at $73.25 __ % at $75.50 __ % at $77.75 __ % at $80.00
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
The undersigned hereby directs Fidelity Investments Canada Limited, as Trustee
and Manager of the Campbell Soup Company Stock Fund (the "Fund"), to tender to
Campbell Soup Company (the "Company"), in accordance with the Offer to Purchase,
dated September 12, 1996, a copy of which I have received and read, the
indicated percentage of shares of the Company's capital stock, par value $0.75
per share (the "Shares"), reflecting my interest in the Fund, or to hold such
Shares, in either case as provided on the opposite side of this form.
--------------------------------------
Signature
--------------------------------------
Please print name
--------------------------------------
Date
<PAGE>
EXHIBIT (a)(11)
CR 18:01 CAMPBELL SOUP SETS PRICE FOR DUTCH AUCTION AT $69-$80/SHARE
(The following is a reformatted version of a press release issued by Campbell
Soup Company.)
CAMPBELL ANNOUNCES DATES AND PRICE RANGE FOR $1.5 BILLION
DUTCH AUCTION SHARE REPURCHASE
CAMDEN, N.J. -- September 10, 1996 -- Campbell Soup Company (NYSE:CPB) made
the following announcements with respect to its "Dutch auction" self-tender
offer, previously announced on September 5.
The Company intends to:
Commence the offer on Thursday, September 12, and conclude it at midnight
Thursday, October 10.
Extend the offer for 18 million shares of Campbell capital stock.
Set the price range at $69 to $80.
Make the offer subject to terms and condition set out in documents to be
distributed to all shareowners.
In NYSE trading on September 4, the day immediately preceding the initial
disclosure of the offer, CPB closed at $67.50.
CONTACT: Jerry S. Buckley
(609) 342-3738
Len Griehs
(609) 342-6428
(ngs)
<PAGE>
Exhibit (a)(12)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares. The Offer is made solely by the Offer to Purchase and the
related Letter of Transmittal. Capitalized terms not defined in this
announcement have the respective meanings ascribed to such terms in the Offer to
Purchase. The Offer is not being made to, nor will the Company accept tenders
from, holders of Shares in any jurisdiction in which the Offer or its acceptance
would violate that jurisdiction's laws. The Company is not aware of any
jurisdiction in which the making of the Offer or the tender of Shares would not
be in compliance with the laws of such jurisdiction. In jurisdictions whose laws
require that the Offer be made by a licensed broker or dealer, the Offer shall
be deemed to be made on the Company's behalf by Goldman, Sachs & Co., or by one
or more registered brokers or dealers licensed under the laws of such
jurisdiction.
Notice of Offer to Purchase for Cash by
Campbell Soup Company
Up to 18,000,000 Shares of its Capital Stock
at a Purchase Price not greater than
$80.00 nor less than $69.00 per Share
Campbell Soup Company, a New Jersey corporation (the "Company"), invites
its shareowners to tender up to 18,000,000 shares of its capital stock, par
value $.075 per share (the "Shares"), to the Company at prices not greater than
$80.00 nor less than $69.00 per Share in cash, specified by tendering
shareowners, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated September 12, 1996 (the "Offer to Purchase"), and the
related Letter of Transmittal (which together constitute the "Offer").
------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY,
OCTOBER 10, 1996, UNLESS THE OFFER IS EXTENDED.
------------------------------------------------------------
The Offer is not conditioned on any minimum number of Shares being
tendered. The Offer is, however, subject to certain other conditions set forth
in the Offer to Purchase.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
SHAREOWNERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO ANY SHAREOWNER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING SHARES. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR
EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per Share price (not greater than $80.00 nor less than
$69.00 per Share), net to the seller in cash (the "Purchase Price"), that it
will pay for Shares validly tendered and not withdrawn pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified by
tendering shareowners. The Company will select the lowest Purchase Price that
will allow it to buy 18,000,000 Shares (or such lesser number of Shares as are
validly tendered at prices not greater than $80.00 nor less than $69.00 per
Share) validly tendered and not withdrawn pursuant to the Offer. The Company
will pay the Purchase Price for all Shares validly tendered prior to the
Expiration Date (as defined below) at prices at or below the Purchase Price and
not withdrawn, upon the terms and subject to the conditions of the Offer
including the proration terms described below. The term "Expiration Date" means
12:00 Midnight, New York City time, on Thursday, October 10, 1996, unless and
until the Company in its sole discretion shall have extended the period of time
during which the Offer is open, in which event the term "Expiration Date" shall
refer to the latest time and date at which the Offer, as so extended by the
Company, shall expire. The Company reserves the right, in its sole discretion,
to purchase more than 18,000,000 Shares pursuant to the Offer. For purposes of
the Offer, the Company will be deemed to have accepted for payment (and
therefore purchased), subject to proration, Shares that are validly tendered at
or below the Purchase Price and not withdrawn when, as and if it gives oral or
written notice to First Chicago Trust Company of New York (the "Depositary") of
its acceptance of such Shares for payment pursuant to the Offer. In all cases,
payment for Shares tendered and accepted for payment pursuant to the Offer will
be made promptly (subject to possible delay in the event of proration) but only
after timely receipt by the Depositary of certificates for such Shares (or a
timely confirmation of a book-entry transfer of such Shares into the
Depositary's account at one of the Book-Entry Transfer Facilities), a properly
completed and duly executed Letter of Transmittal (or manually signed facsimile
thereof) and any other required documents.
Upon the terms and subject to the conditions of the Offer, in the event
that prior to the Expiration Date more than 18,000,000 Shares (or such greater
number of Shares as the Company may elect to purchase pursuant to the Offer) are
validly tendered at or below the Purchase Price and not withdrawn, the Company
will purchase such validly tendered Shares in the following order of priority:
(i) all Shares validly tendered at or below the Purchase Price and not withdrawn
prior to the Expiration Date by any Odd Lot Owner who tenders all such Shares
(other than Shares attributable to accounts under the Savings Plans)
beneficially owned by such Odd Lot Owner at or below the Purchase Price
(partial tenders will not qualify for this preference) and who completes the box
captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the
Notice of Guaranteed Delivery, and (ii) after purchase of all of the foregoing
Shares, all other Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date on a pro rata basis.
The Company is making the Offer in order (i) to use the Company's cash and
debt capacity to improve that Company's capital structure and lower its cost of
capital for the benefit of its shareowners and (ii) to afford to those
shareowners who desire liquidity an opportunity to sell all or a portion of
their Shares without the usual transaction costs associated with open market
sales. After the Offer is completed, the Company expects to have sufficient cash
flow and access to other sources of capital to fund its growth initiatives such
as building its brands and making strategic acquisitions.
<PAGE>
The Company anticipates that its next regular quarterly dividend payment
will be considered at a meeting of the Board of Directors of the Company to be
held in late September 1996. It is presently expected that if a quarterly
dividend is declared at such meeting, it will be payable to the shareowners of
record as of October 9, 1996. Since the Expiration Date will occur after October
9, 1996, holders of record on such date of Shares purchased in the Offer will be
entitled to receive any dividend declared by the Board of Directors of the
Company to be paid to shareowners of record as of October 9, 1996 regardless of
whether such Shares were tendered pursuant to the Offer prior to, on or after
October 9, 1996.
The Company expressly reserves the right, at any time or from time to time,
in its sole discretion, to extend the period of time during which the Offer is
open by giving notice of such extension to the Depositary and making a public
announcement thereof. Subject to certain conditions set forth in the Offer to
Purchase, the Company also expressly reserves the right to terminate the Offer
and not accept for payment any Shares not theretofore accepted for payment.
Shares tendered pursuant to the Offer may be withdrawn at any time before
the Expiration Date and, unless accepted for payment by the Company as provided
in the Offer to Purchase, may also be withdrawn after 12:00 Midnight, New York
City time, on Thursday, November 7, 1996. For a withdrawal to be effective, the
Depositary must receive a notice of withdrawal in written, telegraphic or
facsimile transmission form on a timely basis. Such notice of withdrawal must
specify the name of the person who tendered the Shares to be withdrawn, the
number of Shares tendered, the number of Shares to be withdrawn and the name of
the registered holder, if different from that of the person who tendered such
Shares. If the certificates have been delivered or otherwise identified to the
Depositary, then, prior to the release of such certificates, the tendering
shareowner must also submit the serial numbers shown on the particular
certificates evidencing the Shares and the signature on the notice of withdrawal
must be guaranteed by an Eligible Institution (except in the case of Shares
tendered by an Eligible Institution). If Shares have been tendered pursuant to
the procedure for book-entry transfer, the notice of withdrawal must specify the
name and the number of the account at the applicable Book-Entry Transfer
Facility to be credited with the withdrawn Shares and otherwise comply with the
procedures of such facility.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE SHAREOWNERS DECIDE WHETHER TO
ACCEPT OR REJECT THE OFFER AND, IF ACCEPTED, AT WHAT PRICE OR PRICES TO TENDER
THEIR SHARES. These materials are being mailed to record holders of Shares and
are being furnished to brokers, banks and similar persons whose names, or the
names of whose nominees, appear on the Company's shareowner list or, if
applicable, who are listed as participants in a clearing agency's security
position listing for transmittal to beneficial owners of Shares.
The information required to be disclosed by Rule 13e-4(d)(1) under the
Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated by reference herein.
Additional copies of the Offer to Purchase and the Letter of Transmittal
may be obtained from the Information Agent and will be furnished at the
Company's expense. Questions and requests for assistance may be directed to the
Information Agent as set forth below:
The Information Agent for the Offer is:
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
(800) 488-8035 (toll free)
Banks and Brokers Call (212) 269-5550 (collect)
The Dealer Managers for the Offer are:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
In New York State: (212) 902-1000 (collect)
Other Areas: (800) 323-5678 (toll free)
September 12, 1996
<PAGE>
Exhibit (a)(13)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. -- Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated
by only one hyphen: i.e. 00-0000000. The table below will help determine the
number to give the payer.
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GIVE THE
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY
NUMBER OF --
- --------------------------------------------------------------------------------
<S> <C>
1. An individual's account The individual
2. Two or more individuals (joint account) The actual owner
of the account
or, if combined
funds, any one
of the
individuals(1)
3. Husband and wife (joint account) The actual owner
of the account
or, if joint
funds, either
person(1)
4. Custodian account of a minor (Uniform Gift to Minors Act) The minor(2)
5. Adult and minor (joint account) The adult or, if
the minor is the
only
contributor, the
minor(1)
The ward, minor,
6. Account in the name of guardian or committee for a or incompetent
designated ward, minor, or incompetent person person(3)
7. a The usual revocable savings trust account (grantor is The grantor-
also trustee) trustee(1)
b So-called trust account that is not a legal or valid The actual
trust under State law owner(1)
8. Sole proprietorship account The owner(4)
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF --
- ------------------------------------------------------------------------------
<S> <C>
9. A valid trust, estate, or pension trust The legal entity
(Do not furnish
the identifying
number of the
personal
representative
or trustee
unless the legal
entity itself is
not designated
in the account
title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or educational organization The organization
account
12. Partnership account held in the name of the business The partnership
13. Association, club, or other tax-exempt organization The organization
14. A broker or registered nominee The broker or
nominee
15. Account with the Department of Agriculture in the name The public
of a public entity (such as a State or local government, entity
school district, or prison) that receives agricultural
program payments
</TABLE>
- -------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
. Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
. Payments described in section 6049(b)(5) to non-resident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDEN-
TIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS,
ALSO SIGN AND DATE THE FORM.
Certain payments that are not subject to information reporting are also not
subject to backup withholding. For details, see the regulations under sections
6041, 6041A(a), 6045, and 6050A.
PRIVACY ACT NOTICE.-- Section 6109 requires most recipients of dividend, in-
terest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are re-
quired to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Cer-tain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you
fail to furnish your taxpayer identification number to a payer, you are sub-
ject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or im-
prisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your num-
ber, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of
the Social Security Administration or the Internal Revenue Service and apply
for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include
the following:
. A corporation.
. A financial institution.
. An organization exempt from tax under section 501(a), or an individual re-
tirement plan.
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
. An international organization or any agency, or instrumentality thereof.
. A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a)
. An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
. An entity registered at all times under the Investment Company Act of 1940.
. A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
. Payments to nonresident aliens subject to withholding under section 1441.
. Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct taxpayer identification number to the payer.
<PAGE>
Exhibit (c)
MAJOR STOCKHOLDERS' VOTING TRUST AGREEMENT
------------------------------------------
1. Creation of Trust. The stockholders listed on Exhibit A hereto
(the "Stockholders") of Campbell Soup Company, a New Jersey corporation (the
"Company"), hereby create the Major Stockholders' Voting Trust (the "Trust"),
which shall be governed in accordance with the terms of this trust agreement
(the "Trust Agreement"). The initial Trustees shall be John A. van Beuren and
Charles H. Norris, Jr. who shall be designated as the "Family Trustees". In
addition the Representatives (as hereinafter defined), if they desire, acting
unanimously, shall have the right to appoint another Trustee who shall be
designated the "Non-family Trustee". The term "Trustees" at used herein shall
mean the initial Family Trustees, any Non-Family Trustee and their successors
appointed under the Trust Agreement.
2. Term-of Trust. The Trust shall continue for a period of ten
years, unless it is sooner terminated by the unanimous decision of all Family
Trustees or the withdrawal of all Shares as hereinafter provided.
3. Deposit of Shares. The Stockholders hereby (a) deposit with the
Trustees 21,369,000 shares of the Company's Capital Stock ($.15 par value) (the
<PAGE>
"Shares"), and (b) deliver to the Trustees one or more certificates evidencing
such Shares. All such certificates delivered to the Trustees as herein provided
shall be registered in the name of the Trustees or shall be endorsed or
accompanied by duly executed stock powers and such other assignments,
certificates of authority and consent to transfer instruments as may be
reasonably requested by counsel to the Trustees in order to transfer record
ownership of the Shares to the Trustees. Such Shares shall be registered in the
name of "Trustees, Major Stockholders' Voting Trust U/A dtd. June 21, 1990," and
all certificates representing the Shares shall contain a legend that such
certificates are held subject to the provisions of the Trust Agreement.
4. Issuance of Trust Certificates. In exchange for the certificates
evidencing the Shares delivered by each Stockholder hereunder, the Trustees
shall issue and deliver to each Stockholder a Trust certificate (the "Trust
Certificate") or certificates, substantially in the form attached hereto as
Exhibit B, representing, in the aggregate, the number of Shares deposited by
that Stockholder. Trust Certificates shall evidence the Stockholder's
beneficial interest in the Trust and the Shares deposited with the Trustees in
accordance here-
2
<PAGE>
with. The holder of a Trust Certificate shall have all rights of a holder of
the Shares represented by the Trust Certificate except as otherwise provided
herein.
5. Powers and Duties of the Trustees.
(a) While this Trust Agreement is in effect and until the Shares are
withdrawn from the Trust as hereinafter provided, the Trustees, in their
unrestricted discretion, in person, by proxy or by written consent, shall have
the sole and unqualified right and power to vote the Shares for the election of
any person or persons as directors of the Company, and to act in connection with
the voting of the Shares in the same manner and to the same extent as if they
were the absolute owner thereof in their own right. On all other proposals or
matters which are required to be or which shall be submitted for a vote of the
Company's Capital Stock, the Trustees shall be entitled to vote the Shares, for
or against such proposal or matter, or to refrain from voting, as they in their
sole discretion shall determine.
(b) Except as otherwise provided in Section 9 hereof, the decision of
the Trustees as to the voting of the Shares in each case must be determined as
follows: If there are two Trustees acting hereunder, the decision must be
unanimous. If there are three Trustees acting
3
<PAGE>
hereunder, the decision must be approved by at least two out of the three
Trustees. If there are four Trustees acting hereunder, the decision must be
approved by at least three out of the four Trustees. Any two Trustees, after
such decision has been made by the Trustees as above provided, shall be duly
authorized to sign any and all proxies and consents or attend meetings of
stockholders to vote the Shares on behalf of the Trustees. Any proxy, written
consent or other document signed by at least two Trustees shall be conclusive
evidence to the Company and any and all persons not parties to the Trust
Agreement that such action has been duly authorized under the Trust Agreement
and no such person may inquire into the authority of a Trustee or the Trustees
to act hereunder. The decision of a Trustee acting hereunder may be
communicated orally to the other Trustees but shall be confirmed in writing to
the other Trustees. A Trustee, who determines that he or she will be
unavailable to participate in a decision by the Trustees to vote on a particular
matter or attend a particular meeting, may execute a written proxy or power-of-
attorney authorizing another Trustee, a Stockholder or a spouse of a Family
Trustee or Stockholder to act for him or her hereunder with respect to the
particular matter or meeting.
4
<PAGE>
(c) The Trustees shall request the Company to send proxy statements,
quarterly and annual reports and other reports and information directly to the
Stockholders at their addresses as shown by the records of the Trustees who
shall furnish a list of such names and addresses to the Company.
6. Disagreement as to Voting of Shares.
(a) If at any time the Family Trustees cannot agree among themselves
as to how the Shares should be voted, for the purposes of this Section those
Family Trustees who represent a majority of the Shares who desire to vote in one
way shall be designated the "Majority Trustee(s)", and the remaining Family
Trustee who represents a minority of the Shares who desire to vote in a contrary
manner or otherwise fail to vote for or support the position of the Majority
Trustee(s) shall be designated the "Minority Trustee". The Minority Trustee
shall have the right to withdraw all Shares represented by him or her from the
Trust and to resign as Trustee upon written notice to the other Trustees. The
Administrative Trustee (as hereinafter defined) shall notify the Stockholders
represented by the Minority Trustee as to the withdrawal of their Shares.
5
<PAGE>
(b) If a Family Trustee who dissents informs the other Trustees that
he or she could resolve a problem among Stockholders of his or her Group (as
hereinafter defined) and thereupon vote with the Majority Trustee(s) if certain
Shares represented by him or her are withdrawn from the Trust, the Family
Trustees shall have authority to cause such Shares to be withdrawn from the
Trust upon written notice to the Stockholders whose Shares are being withdrawn.
(c) Any withdrawal of Shares under this Section shall be effected
pursuant to the provisions of Section 9(d) and (e), end all Trustee resignations
shall be effective immediately.
7. Term of Trustees; Election of Successor Trustees. The
Stockholders shall be divided into groups, one group for Dorrance H. Hamilton
and her descendants (the "Hamilton Group"), another group for Hope H. van Beuren
and her descendants (the "van Beuren Group"), and another group for Diana S.
Norris and her descendants (the "Norris Group"). Each Group shall have a
Representative as follows: Dorrance H. Hamilton will be the Representative of
the Hamilton Group; Hope H. van Beuren will be the Representative of the van
Beuren Group and Diana S. Norris will be the Representative of the Norris
6
<PAGE>
Group. Each Group (acting through its Representative) shall be entitled to
designate one Family Trustee and upon the termination of each trusteeship of
such Family Trustee, a successor Family Trustee representing such Group. One
individual may act as the Family Trustee for one or more Groups. Of the initial
Family Trustees, John A. van Beuren has been designated to represent the
Hamilton and van Beuren Groups, and Charles H. Norris, Jr. has been designated
to represent the Norris Group. The initial term of office of each Trustee shall
continue until June 30, 1991 and for successive one-year terms thereafter. At
the expiration of the term of office, the Representative of each Group shall
appoint an individual to act as Family Trustee for such Group. The
Representatives acting unanimously shall have the right to appoint the initial
and successor Non-family Trustee. The term of each Family Trustee and successor
Family Trustee shall continue until his or her successor is appointed hereunder.
The term of the Non-family Trustee shall not continue beyond the one-year period
unless he is re-appointed by the affirmative action of the Representatives as
above provided. Only descendants of John T. Dorrance, Sr., or the spouses of
such persons, or persons who were spouses of such descendants on the date of
this Trust
7
<PAGE>
Agreement, shall be eligible to serve as a Family Trustee. A Trustee must be 30
years of age or older.
8. Vacancies. Any Trustee may resign by delivering a written
resignation to the remaining Trustees, and thereupon a successor Trustee shall
be designated as set out above. Upon a vacancy created by the death or legal
incompetence of a Trustee, such vacancy shall be filled as set out above. Until
such appointment is made, the Trustees then acting hereunder shall have
authority to vote the Shares and take all other action which may be contemplated
hereunder.
9. Withdrawal.
----------
(a) A Stockholder may withdraw from the Trust some or all of the
Shares transferred to the Trustees hereunder (i) annually during the period from
October I through December 31 of each year, or (ii) at any time during the
period from the date of notice of any annual or special meeting of stockholders
of the Company until five business days prior to the date of the meeting, by
giving prior written notice to the Trustees.
(b) If at any time a Stockholder desires to dispose of some or all of
his or her Shares, such Stockholder may withdraw from the Trust the amount to be
disposed of upon prior written notice to the Trustees.
8
<PAGE>
(c) Other provisions pertaining to withdrawal may be found in Section
6 (Disagreement as to Voting of Shares).
(d) Prior to the delivery or transfer of the withdrawn Shares to the
withdrawing Stockholder, the withdrawing Stockholder shall deliver to the
Trustees the Trust Certificates duly endorsed to the Trustees covering such
Shares and except as provided in Section 9(e) any Shares so withdrawn shall no
longer be subject to the provisions of the Trust Agreement. Thereafter, the
Trustees shall promptly cause such Shares to be re-registered in the name of the
withdrawing Stockholder and delivered to the withdrawing Stockholder in
accordance with his or her instructions. Except as otherwise provided herein, at
such time as Stockholders of a Group have withdrawn all Shares held by them, the
trusteeship of the Family Trustee for such Group shall terminate, and no
successor shall be appointed.
(e) After notice of withdrawal of Shares hereunder is either received
by the Trustees or delivered to Stockholders pursuant to Section 6 hereof, the
Shares covered thereby shall continue to be subject to the Trust Agreement until
the Trustees have received the Trust Certificates representing such Shares as
set out above.
9
<PAGE>
Until the date of such receipt, or thereafter if the Stockholder owning such
withdrawn Shares is unable to vote them because the record date for such vote
has passed, the Trustees will vote such Shares in accordance with the written
instructions of such Stockholder if such instructions are received at lease five
business days prior to the date of any annual or special meeting of stockholders
of the Company. In the absence of such written instructions the Trustees shall
have authority to vote these Shares as they may determine in accordance with the
provisions of the Trust Agreement.
10. Dividends and Distributions.
---------------------------
(a) Cash Dividends. The Trustees shall give the Company or its
dividend disbursing agent a list of the names and addresses of the then
registered holders of Trust Certificates, which list shall set forth the number
of Shares represented by the Trust Certificates registered in the name of each
holder on the record date for any cash dividends, and the Trustees shall request
the Company to make distribution of cash dividends, on behalf of the Trustees,
directly to each such registered holder of the Trust Certificates or to a bank
designated by the Trustees or by such holder. In the event that any cash
dividends are paid directly to the Trustees, the Trustees shall promptly pay
over such dividends to the then registered holders of Trust Certificates
according to their respective interests at the record date.
(b) Stock Dividends. If any dividend or distribution in respect of
the Shares held by the Trustees is paid, in whole or in part, in shares of
Capital Stock of the Company or other voting shares of the Company, the Trustees
shall hold the certificates for such shares which are received on account of
such dividend and such shares shall thereafter for all purposes be treated
10
<PAGE>
as part of the Shares. The holder of each Trust Certificate issued under this
Trust Agreement on the date for the determination of those stockholders of the
Company entitled to receive such dividend shall be entitled to receive a Trust
Certificate evidencing such holder's pro rata share of the number of shares
received as such dividend.
(c) Dividends in Other Assets. If any dividend or distribution in
respect of the Shares held by the Trustees is paid, in whole or in part, in
assets of the Company, the Trustees shall give the Company a list of the names
and addresses of the then registered holders of Trust Certificates, which list
shall set forth the number of Shares represented by the Trust Certificates
registered in the name of each holder on the record date, and the Trustees shall
request the Company to make such distribution, on behalf of the Trustees,
directly to each registered holder of the Trust Certificates. In the event the
distributions are paid directly to the Trustees, the Trustees shall promptly pay
over such distributions to the then registered holders of Trust Certificates
according to their respective interests at the record date.
(d) Mergers, etc. If, during the term hereof, the Company shall merge
or consolidate into or with another corporation or corporations or other
business entity, or if there shall be reorganization or recapitalization of the
Company, voting securities representing any such corporation or other business
entity received by the Trustees in exchange for or with respect to the Shares as
a result of such merger, consolidation, recapitalization or reorganization shall
be held by them in accordance with the terms hereof and shall thereafter for all
purposes be treated as part of the Shares. The Trustees shall issue and deliver
Trust Certificates representing such voting securities to the then registered
holders of Trust Certificates as their interests shall appear, against surrender
by such holders of any Trust Certificates registered in their name which
represented Shares which were surrendered by the Trustees pursuant to the terms
of such merger, consolidation, recapitalization or reorganization. Any other
consideration received by the Trustees in such a transaction shall be paid by
the Trustees to the then registered
11
<PAGE>
holders of Trust Certificates in accordance with their respective interests at
the applicable record date.
(e) Dissolution. If, during the term hereof, the Company shall be
dissolved or liquidated in such a manner as to entitle the holders of Capital
Stock to liquidating dividends, the Trustees shall request all such dividends to
be distributed directly by the Company to the holders of Trust Certificates in
proportion to their respective beneficial ownership in the Shares upon which
dividends are paid. In the event that such dividends are paid directly to the
Trustees, the Trustees shall promptly pay over such dividends to the then
registered holders of Trust Certificates according to their respective interests
at the record date.
(f) Rights Offerings. If any capital stock or other securities of the
Company are offered for subscription or otherwise to the holders of Capital
Stock of the Company, the Trustees, promptly upon receipt of notice of such
offer, shall mail a copy thereof to each of the holders of the Trust
Certificates. Upon receipt by the Trustees, at least five business days prior to
the last day fixed by the Company for subscription and payment, of a request
from any such registered holder of Trust Certificates to subscribe on behalf of
such holder, accompanied by the sum of money required to pay for such stock or
securities, the Trustees shall make such subscription and payment, and upon
receiving from the Company the certificates for shares or securities so
subscribed for, shall issue to such holder a Trust Certificate in respect
thereof if the same be shares of Capital Stock, but if the same be securities
other than Capital Stock, the Trustees shall mail or deliver such securities to
the holder of the Trust Certificate on whose behalf the subscription was made,
or may request the Company to make delivery directly to the holder of the Trust
Certificate entitled thereto.
11. Administrative Trustee; Formal Meetings. The Trustees shall
appoint one of the Trustees as the Administrative Trustee who shall serve at the
pleasure of the Trustees and who shall be responsible for taking care
12
<PAGE>
of the administrative details of the Trust. The Trustees shall notify the
Stockholders of the name of the Administrative Trustee and the address and
telephone number for communications with such Trustee. It is contemplated that
the Trustees will act through informal consultations. The Administrative Trustee
may, however, and shall at the request of any other Trustee, call a meeting of
the Trustees upon 10 days written notice to all Trustees of the time, place and
purposes of the meeting. Notice need not be given to a Trustee who waives notice
in writing or who attends the meeting in person. The meeting may be held by
conference telephone call. Two Trustees shall constitute a quorum. Any action
taken at such meeting shall require only the unanimous consent of the Trustees
present (in person or by telephone) at the meeting, and the consent of any
absent Trustee or Trustees shall not be required for any action so taken.
12. Transfer and Replacement of Voting Trust Certificates.
(a) The Administrative Trustee shall keep a record of all Trust
Certificates issued by the Trust upon the original issuance thereof in exchange
for the Shares deposited hereunder, or in exchange for any additional shares of
Capital Stock deposited with the Trustees as
13
<PAGE>
provided herein, or upon the transfer of Trust Certificates, or as a result of
the release of Shares to the Stockholders. The record of Trust Certificates
shall be kept, and Trust Certificates may be transferred, subject to applicable
legal requirements including those under the Securities Act of 1933, at the
office of the Administrative Trustee or counsel for the Trustees. The records so
kept by the Trustees shall conform, as nearly as may be practicable, to the form
of stock ledger or statutory stock books which would be used by a corporation or
a transfer agent under similar circumstances, and shall indicate, among other
things, the names and addresses of all persons who are holders of Trust
Certificates, the number of Shares represented by the Trust Certificates held by
each of them and the dates when each of them became the owners thereof.
(b) Any transfer of Trust Certificates shall be accomplished by
delivery of the Trust Certificates to the Administrative Trustee, duly endorsed
or accompanied by duly executed powers and by such other assignments,
certificates of authority and consent to transfer instruments as may be
reasonably requested by counsel to the Trustees in order to effect a transfer of
the Trust Certificates. Upon effecting any transfer, all Trust
14
<PAGE>
Certificates so surrendered to the Trustees shall be cancelled forthwith. The
Trustees may, in their sole discretion, treat the registered holder of any Trust
Certificates as the owner thereof for all purposes whatsoever, and shall not be
affected by any notice to the contrary. Upon the expiration or termination of
the Trust Agreement, the Shares will not be delivered to the Stockholders
without the surrender of the Trust Certificates representing such Shares,
properly endorsed for surrender. Each transferee of a Trust Certificate issued
hereunder shall, by his acceptance thereof, assent to and become a party to the
Trust Agreement and shall be deemed to be a Stockholder for purposes of the
Trust Agreement, and such acceptance shall have the same force and effect as if
such transferee had in fact executed the Trust Agreement.
(c) If any Trust Certificate shall become mutilated, lost, stolen or
destroyed, the Trustees may provide for the issuance of a new Trust Certificate
in lieu of such lost, stolen or destroyed Trust Certificate or in exchange for
such mutilated Trust Certificate, under such conditions with respect to
indemnity and otherwise as they, in their sole discretion may prescribe.
15
<PAGE>
13. Pledge of Trust Certificates. A Stockholder may assign a security
interest in Shares represented by Trust Certificates to a bank or other lender
(a "lender") and may deliver physical possession of Trust Certificates in pledge
to such lender. A lender that has taken physical possession of a Trust
Certificate in pledge of such Certificate and the Shares represented thereby
shall give written notice to the Trustees of such possession and pledge,
confirmed in writing by the pledgor, and thereafter until otherwise notified in
writing by the lender, the Trustees shall recognize the lender's security
interest in and control of such Certificate and Shares. Unless otherwise
notified in writing by the lender, the Trustees may direct that dividends
relating to pledged Trust Certificates be paid to the pledgor and the Trustees
may follow the instructions of the pledgor as to matters affecting the Trust.
Until the Shares underlying a pledged Trust Certificate are released from the
Trust, the Trustees shall have power to continue to vote such Shares in
accordance with the terms of the Trust Agreement. Upon written notice to the
Trustees from a lender that it desires to obtain possession of the Shares
underlying such Trust Certificates pledged with it in order to protect or
realize upon its security interest
16
<PAGE>
therein, the Trustees shall forthwith cause such Shares to be delivered to the
lender, which shall surrender such Trust Certificates to the Trustees, and such
Shares shall be free from trust and shall no longer be subject to the provisions
of the Trust Agreement. The Trustees shall have authority to enter into written
agreements with a lender confirming such obligation hereunder to the lender.
14. Filings with SEC. The Trustees shall make all required filings
with the Securities and Exchange Commission, including filings on Schedule 13D
and amendments thereto under the Securities Exchange Act of 1934. Each
Stockholder and Trustee hereby agrees that the Trustees are authorized to make
such filings on his or her behalf, and that any such document (including
Schedule 13D and amendments thereto) may be executed and filed by one Trustee on
behalf of all Trustees and Stockholders. The Administrative Trustee shall have
primary responsibility to see that such filings are made.
15. Expenses. The Family Trustees shall receive no compensation or
commissions for acting as Trustees. The Non-family Trustee shall be entitled to
such compensation as the Family Trustees may unanimously agree to, and the
Family Trustees are authorized to enter into
17
<PAGE>
an employment contract on behalf of the Trust with the Non-family Trustee for
the term of his trusteeship covering such compensation and other terms and
conditions relating to his employment as the Non-family Trustee. The Trustees
shall have authority to pay necessary expenses in connection with the business
of the Trust and the expenses of the termination of the Trust when it
terminates, and may retain counsel and other professionals. Each Trustee shall
be entitled to reimbursement for any reasonable out-of-pocket expenses incurred
by him in connection with the conduct of the business of the Trust, upon
presentation of receipts or other proper documentation to the Administrative
Trustee. The Administrative Trustee shall from time to time assess Stockholders
for funds to pay these expenses, in proportion to the number of shares
contributed by each.
16. Liability.
(a) The Trustees and Representatives shall not be liable for the
consequence of any vote cast or consent given and shall not incur any liability
to any Stockholder, except for willful misconduct evidencing bad faith or gross
negligence. The Stockholders agree to indemnify the Trustees and Representatives
and hold them harmless from any and all liabilities which they may incur as a
18
<PAGE>
result of carrying on the business of the Trust and the termination thereof,
except for willful misconduct evidencing bad faith or gross negligence.
(b) No contract or other transaction between the Company and a
Trustee or a Representative, or any person, firm or corporation in which a
Trustee or a Representative may be interested or with which any of them may be
affiliated or in any way related, shall be rendered invalid by the fact of their
being a party thereto, or being interested in or affiliated with or related to
such person, firm or corporation, and the Trustees, Representatives and any such
person, firm or corporation are hereby relieved from any liability by reason of
the making of any Contract or participating in any transaction wherein the
Trustees, or the Representatives or any of them, or any such person, firm or
corporation, may be interested.
17. Amendments. The Trust Agreement may be amended at any time by the
unanimous written consent of the Representatives of all Groups. The
Administrative Trustee shall notify all Stockholders in writing of any
amendment.
18. Notice to Company. An executed or conformed counterpart of the
Trust Agreement, and all amend-
19
<PAGE>
ments thereto if any, shall be filed with the registered office of the Company.
19. Termination. Upon termination of the Trust hereunder, either
because of the expiration of the trust term or the withdrawal of all Shares by
the Stockholders or the unanimous decision of the Trustees, the Trustees shall
take all such action as may be required to cause such Shares to be re-registered
in the names of the Stockholders who contributed them or transferred in
accordance with their written instructions.
20. Miscellaneous Provisions. Notice hereunder shall be in writing
and shall be addressed to any party hereunder at the address listed on the
records of the Administrative Trustee or such other address as a party may have
notified the other parties hereto in writing, or delivered to such person
personally. Notices by the Representatives or Stockholders to the Trustees shall
be sent to them c/o the Administrative Trustee. All notices hereunder shall be
sent by certified or registered mail return receipt requested or delivered by
telex, telecopy, fax, telegram or similar method of communication. Such notice
shall be effective upon receipt. The Trust Agreement may not be terminated or
amended orally but only by an agreement in writing signed
20
<PAGE>
by the parties hereto, except as set out above in Sections 17 and 19. The Trust
Agreement shall be binding upon the successors, assigns, executors and
administrators of the undersigned. It may be executed in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute a single instrument. It shall not be effective as to
any party until it has been executed by all parties either individually or
pursuant to a power of attorney.
21. Governing Law. This Trust shall be governed by and construed in
accordance with the laws of the State of New Jersey.
Dated: As of June 2, 1990
21
<PAGE>
TRUSTEES:
/S/ JOHN A. VAN BUREN
--------------------------
/S/ CHARLES H. NORRIS, JR.
--------------------------
STOCKHOLDERS:
/S/ H.H. VAN BEUREN
--------------------------
/S/ J.A. VAN BEUREN*
--------------------------
/S/ D.S. NORRIS
--------------------------
/S/ CHARLES H. NORRIS, JR.
--------------------------
/S/ D.H. HAMILTON
--------------------------
/S/ S.M.V. HAMILTON
--------------------------
MELLON BANK (EAST)
--------------------------
By: /S/ BARBARA F. BOYLE
----------------------
Authorized Signature
*Also, as attorney-in-fact
22
<PAGE>
EXHIBIT A
---------
page 1
Names of Stockholders
---------------------
Name
- ----
D. H. Hamilton
S. M. V. Hamilton and
M. H. Saunders,
Trustees U/A dtd 1/6/77
S. M. V. Hamilton and
N. P. Hamilton,
Trustees U/A dtd 1/6/77
S. M. V. Hamilton, Trustee U/A dtd 1/6/77
D. H. Hamilton,
Trustee of Charitable Annuity
Trust U/A dtd 12/21/81
D. H. Hamilton and
S. M. V. Hamilton,
Trustees of Charitable
Trust U/A dtd 7/12/83
D. S. Norris,
C. H. Norris, Jr. and
Mellon Bank (East),
Trustees u/d 12/29/75
H. H. van Beuren
J. A. van Beuren,
D. E. P. Lindh,
L. B. Boehner,
Trustees U/A dtd 11/27/75
J. A. van Beuren et al.,
Trustees U/A dtd 01/01/84
van Beuren Charitable
Foundation, Inc.
1615L
23
<PAGE>
EXHIBIT B
---------
___________ __________ Shares
Campbell Soup Company
Voting Trust Certificate
-----------------
This certifies that __________________________________________________
________________________________________________________________________________
is the beneficial owner of ________________ shares of __________________________
Capital Stock ($.15 par value) of Campbell Soup Company, a New Jersey
corporation (the "Company"), which shares have been deposited with the Trustees
of the Major Stockholders' Voting Trust dated , 1990 (the "Voting
Trust"). Upon the surrender of this certificate, when permitted by and in
accordance with the terms of the Voting Trust, the registered holder hereof will
be entitled to receive a certificate representing the same number of shares of
the Company's Capital Stock.
This certificate is issued subject to, and the holder by accepting the
same consents to, all the terms of the Voting Trust Agreement, a copy of which
will be made available to the holder hereof upon application to the Trustees at
the office of the Administrative Trustee,
This certificate is transferable upon the books of the Voting Trust at
the office of the Administrative Trustee (or elsewhere as designated by the
Trustees) by
<PAGE>
the holder of record hereof, either in person or by attorney thereto duly
authorized in accordance with rules established for that purpose by the
Trustees.
Voting Trust interests represented by this certificate have not been
registered under the Securities Act of 1933 (the "Act") or any state securities
law, and may not be assigned, sold or transferred in violation of such Act or
any such law.
Dated: _____________, 1990.
-----------------------------------------
Trustee
-----------------------------------------
Trustee
2
<PAGE>
[Reverse of Certificate]
For value received ___________________________________________________
hereby sell, assign, and transfer unto _________________________________________
________________________________________________________________________________
the within certificate and all rights represented thereby and do hereby
irrevocably constitute and appoint _____________________________________________
as attorney to transfer such certificates on the books of the Trustees mentioned
therein with full power of substitution in the premises.
________________________________(LS)
In presence of
_______________________________________
Notice: The signature to this assignment must correspond with the name as
written upon the face of this certificate in every particular, without
alteration or any change whatever.
3
<PAGE>
MAJOR STOCKHOLDERS' VOTING TRUST
--------------------------------
Amendment to Voting
Trust Agreement
-------------------
Pursuant to Section 17 of the Major Stockholders' Voting Trust Agreement
dated as of June 2, 1990 as amended April 3, 1991 (the "Agreement") among the
undersigned and certain other stockholders of Campbell Soup Company (the
"Company"), the undersigned, as Representatives under the Agreement, hereby
agree that the Agreement shall be amended to provide that Dorrance H. Hamilton
and Hope H. van Beuren shall each have the right to withdraw 400,000 shares of
Capital Stock of the Company from such Voting Trust.
Dated: May 30, 1991
/s/ DORRANCE H. HAMILTON
--------------------------------
Dorrance H. Hamilton
/s/ HOPE H. VAN BEUREN
--------------------------------
Hope H. van Beuren
<PAGE>
EXHIBIT H
MAJOR STOCKHOLDERS' VOTING TRUST
--------------------------------
Amendment to Voting
Trust Agreement
-------------------
Pursuant to Section 17 of the Major Stockholders' Voting Trust Agreement
dated as of June 2, 1990 (the "Agreement") among the undersigned and certain
other stockholders of Campbell Soup Company (the "Company"), the undersigned, as
Representatives under the Agreement, hereby agree that the Agreement shall be
amended to provide that Diana S. Norris ("Mrs. Norris") shall have the right to
withdraw from such Voting Trust shares of the Company in which she has an
interest.
Section 9(d) of the Agreement is amended to provide that upon
withdrawal, the Trustees shall not be obligated to deliver certificates for the
withdrawn Shares until such time as the withdrawing Stockholder has paid to the
Trustees his or her proportionate share of the expenses of the Trust which have
accrued through the date of withdrawal as set out in Section 15 including any
expenses which may have been paid by advances from other Stockholders, and all
expenses relating to such withdrawal, which shall be paid by the withdrawing
Stockholder. Upon such withdrawal and payment of such expenses, the withdrawing
Stockholder shall have no further rights or obligations under the Agreement.
Dated: April 3, 1991
/s/ DORRANCE H. HAMILTON
--------------------------------
Dorrance H. Hamilton
--------------------------------
Hope H. van Beuren
--------------------------------
Diana S. Norris
<PAGE>
EXHIBIT H
MAJOR STOCKHOLDERS' VOTING TRUST
--------------------------------
Amendment to Voting
Trust Agreement
-------------------
Pursuant to Section 17 of the Major Stockholders' Voting Trust Agreement
dated as of June 2, 1990 (the "Agreement") among the undersigned and certain
other stockholders of Campbell Soup Company (the "Company"), the undersigned, as
Representatives under the Agreement, hereby agree that the Agreement shall be
amended to provide that Diana S. Norris ("Mrs. Norris") shall have the right to
withdraw from such Voting Trust shares of the Company in which she has an
interest.
Section 9(d) of the Agreement is amended to provide that upon
withdrawal, the Trustees shall not be obligated to deliver certificates for the
withdrawn Shares until such time as the withdrawing Stockholder has paid to the
Trustees his or her proportionate share of the expenses of the Trust which have
accrued through the date of withdrawal as set out in Section 15 including any
expenses which may have been paid by advances from other Stockholders, and all
expenses relating to such withdrawal, which shall be paid by the withdrawing
Stockholder. Upon such withdrawal and payment of such expenses, the withdrawing
Stockholder shall have no further rights or obligations under the Agreement.
Dated: April 3, 1991
/s/ DORRANCE H. HAMILTON
--------------------------------
Dorrance H. Hamilton
<PAGE>
Exhibit (g)(1)
Campbell Soup Company
CONSOLIDATED STATEMENTS OF EARNINGS
(millions, except per share amounts)
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ------
<S> <C> <C> <C>
NET SALES $7,278 $6,690 $6,586
- ----------------------------------------------------------------------------------------------------------------------------
Costs and expenses
Cost of products sold 4,264 3,978 4,028
Marketing and selling expenses 1,390 1,269 1,208
Administrative expenses 326 297 306
Research and development expenses 88 78 69
Other expense (Note 4) 63 41 28
Divestiture and restructuring charges (Note 5) - - 353
- ----------------------------------------------------------------------------------------------------------------------------
Total costs and expenses 6,131 5,663 5,992
- ----------------------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INTEREST AND TAXES 1,147 1,027 594
Interest expense (Note 6) 115 74 83
Interest income 10 10 9
- ----------------------------------------------------------------------------------------------------------------------------
Earnings before taxes 1,042 963 520
Taxes on earnings (Note 9) 344 333 263
- ----------------------------------------------------------------------------------------------------------------------------
Earnings before cumulative effect of
accounting changes 698 630 257
Cumulative effect of accounting changes (Note 2) - - 249
- ----------------------------------------------------------------------------------------------------------------------------
NET EARNINGS $ 698 $ 630 $ 8
============================================================================================================================
EARNINGS PER SHARE (NOTE 20)
Before cumulative effect of
accounting changes $ 2.80 $ 2.51 $1.02
Cumulative effect of accounting changes - - .99
- ----------------------------------------------------------------------------------------------------------------------------
EARNINGS PER SHARE $ 2.80 $ 2.51 $ .03
============================================================================================================================
Weighted average shares outstanding 249 251 252
============================================================================================================================
</TABLE>
The accompanying Summary of Significant Accounting Policies and Notes on pages
F-15 to F-26 are an integral part of the financial statements.
F-10
<PAGE>
Campbell Soup Company
CONSOLIDATED BALANCE SHEETS
(millions)
<TABLE>
<CAPTION>
July 30, July 31,
1995 1994
-------- --------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents (Note 10) $ 53 $ 96
Accounts receivable (Note 11) 631 578
Inventories (Note 12) 755 786
Prepaid expenses (Note 13) 142 141
- ------------------------------------------------------------------------------
Total current assets 1,581 1,601
- ------------------------------------------------------------------------------
PLANT ASSETS, NET OF DEPRECIATION (NOTE 14) 2,584 2,401
INTANGIBLE ASSETS, NET OF AMORTIZATION (NOTE 15) 1,715 582
OTHER ASSETS (NOTE 16) 435 408
- ------------------------------------------------------------------------------
Total assets $6,315 $4,992
==============================================================================
CURRENT LIABILITIES
Notes payable (Note 17) $ 865 $ 434
Payable to suppliers and others 556 473
Accrued liabilities 545 570
Dividend payable 78 71
Accrued income taxes 120 117
- ------------------------------------------------------------------------------
Total current liabilities 2,164 1,665
- ------------------------------------------------------------------------------
LONG-TERM DEBT (NOTE 17) 857 560
NONPENSION POSTRETIREMENT BENEFITS (NOTE 8) 434 402
OTHER LIABILITIES (NOTE 18) 392 376
- ------------------------------------------------------------------------------
Total liabilities 3,847 3,003
- ------------------------------------------------------------------------------
SHAREOWNERS' EQUITY (NOTE 20)
Preferred stock; authorized 40 shares; none issued -- --
Capital stock, $.075 par value; authorized
280 shares; issued 271 shares 20 20
Capital surplus 165 155
Earnings retained in the business 2,755 2,359
Capital stock in treasury, 22 shares in 1995
and 23 shares in 1994, at cost (550) (559)
Cumulative translation adjustments 78 14
- ------------------------------------------------------------------------------
Total shareowners' equity 2,468 1,989
- ------------------------------------------------------------------------------
Total liabilities and shareowners' equity $6,315 $4,992
==============================================================================
</TABLE>
The accompanying Summary of Significant Accounting Policies and Notes on pages
F-15 to F-26 are an integral part of the financial statements.
F-11
<PAGE>
Campbell Soup Company
CONSOLIDATED STATEMENTS OF CASH FLOWS
(millions)
<TABLE>
<CAPTION>
1995 1994 1993
------ ------ ------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 698 $ 630 $ 8
Non-cash charges to net earnings
Accounting changes and divestiture
and restructuring charges - - 602
Depreciation and amortization 294 255 242
Deferred income taxes 40 34 (48)
Other, net 48 46 41
Changes in working capital
Accounts receivable (18) 73 (73)
Inventories 63 18 (90)
Other current assets and liabilities 60 (88) (30)
- -----------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 1,185 968 652
- -----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of plant assets (391) (421) (366)
Sales of plant assets 21 42 37
Businesses acquired (1,255) (14) (262)
Sales of businesses 12 27 10
Net change in other assets and liabilities (45) (41) (20)
- -----------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (1,658) (407) (601)
- -----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Long-term borrowings 312 115 2
Repayments of long-term borrowings (29) (117) (223)
Short-term borrowings 1,087 (50) 445
Repayments of short-term borrowings (662) (87) (98)
Dividends paid (295) (266) (216)
Treasury stock purchases (24) (145) (42)
Treasury stock issued 37 16 35
- -----------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 426 (534) (97)
- -----------------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash 4 6 (3)
NET CHANGE IN CASH AND CASH EQUIVALENTS (43) 33 (49)
Cash and cash equivalents at beginning of year 96 63 112
- -----------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 53 $ 96 $ 63
=============================================================================================================================
</TABLE>
The accompanying Summary of Significant Accounting Policies and Notes on pages
F-15 to F-26 are an integral part of the financial statements.
F-12
<PAGE>
Campbell Soup Company
CONSOLIDATED STATEMENTS OF SHAREOWNERS' EQUITY
(millions)
<TABLE>
<CAPTION>
Earnings Capital
retained stock Cumulative Total
Preferred Capital Capital in the in translation shareowners'
stock stock surplus business treasury adjustments equity
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at August 2, 1992 - $20 $116 $2,225 $(402) $ 68 $2,027
Net earnings 8 8
Dividends ($.915 per share) (231) (231)
Treasury stock purchased (42) (42)
Treasury stock issued under Management
incentive and Stock option plans 33 16 49
Translation adjustments (107) (107)
- ------------------------------------------------------------------------------------------------------------------------------
Balance at August 1, 1993 - 20 149 2,002 (428) (39) 1,704
Net earnings 630 630
Dividends ($1.09 per share) (273) (273)
Treasury stock purchased (145) (145)
Treasury stock issued under Management
incentive and Stock option plans 6 14 20
Translation adjustments 53 53
- ------------------------------------------------------------------------------------------------------------------------------
Balance at July 31, 1994 - 20 155 2,359 (559) 14 1,989
NET EARNINGS 698 698
DIVIDENDS ($1.21 PER SHARE) (302) (302)
TREASURY STOCK PURCHASED (24) (24)
TREASURY STOCK ISSUED UNDER MANAGEMENT
INCENTIVE AND STOCK OPTION PLANS 10 33 43
TRANSLATION ADJUSTMENTS 64 64
- ------------------------------------------------------------------------------------------------------------------------------
BALANCE AT JULY 30, 1995 - $20 $165 $2,755 $(550) $ 78 $2,468
==============================================================================================================================
</TABLE>
The accompanying Summary of Significant Accounting Policies and Notes on pages
F-15 to F-26 are an integral part of the financial statements.
F-13
<PAGE>
CHANGES IN NUMBER OF SHARES
(thousands)
<TABLE>
<CAPTION>
Issued Outstanding In treasury
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at August 2, 1992 271,245 251,168 20,077
Treasury stock purchased (1,104) 1,104
Treasury stock issued under Management
incentive and Stock option plans 1,642 (1,642)
- ----------------------------------------------------------------------------------------------------------------
Balance at August 1, 1993 271,245 251,706 19,539
Treasury stock purchased (3,989) 3,989
Treasury stock issued under Management
incentive and Stock option plans 602 (602)
- ----------------------------------------------------------------------------------------------------------------
Balance at July 31, 1994 271,245 248,319 22,926
TREASURY STOCK PURCHASED (506) 506
TREASURY STOCK ISSUED UNDER MANAGEMENT
INCENTIVE AND STOCK OPTION PLANS 1,418 (1,418)
- ----------------------------------------------------------------------------------------------------------------
BALANCE AT JULY 30, 1995 271,245 249,231 22,014
================================================================================================================
</TABLE>
The accompanying Summary of Significant Accounting Policies and Notes on pages
F-15 to F-26 are an integral part of the financial statements.
F-14
<PAGE>
CAMPBELL SOUP COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLION DOLLARS)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATION - The consolidated financial statements include the accounts
of the company and its majority-owned subsidiaries. Significant
intercompany transactions are eliminated in consolidation. Investments of
20% or more in affiliates are accounted for by the equity method.
FISCAL YEAR - The company's fiscal year ends on the Sunday nearest July 3l.
CASH AND CASH EQUIVALENTS - All highly liquid debt instruments purchased
with a maturity of three months or less are classified as Cash equivalents.
INVENTORIES - Substantially all domestic inventories are priced at the
lower of cost or market, with cost determined by the last-in, first-out
(LIFO) method. Other inventories are priced at the lower of average cost or
market.
PLANT ASSETS - Plant assets are stated at historical cost. Alterations and
major overhauls which extend the lives or increase the capacity of plant
assets are capitalized. The amounts for property disposals are removed from
plant asset and accumulated depreciation accounts and any resultant gain or
loss is included in earnings. Ordinary repairs and maintenance are charged
to operating costs.
DEPRECIATION - Depreciation provided in costs and expenses is calculated
using the straight-line method. Buildings and machinery and equipment are
depreciated over periods not exceeding 45 years and 15 years, respectively.
Accelerated methods of depreciation are used for income tax purposes in
certain jurisdictions.
INTANGIBLES - Intangible assets consist principally of excess purchase
price over net assets of businesses acquired. Intangibles are amortized on
a straight-line basis over periods not exceeding 40 years.
ASSET VALUATION -The company periodically reviews the recoverability of
plant assets and intangibles based principally on an analysis of cash
flows.
PENSION AND RETIREE BENEFIT PLANS - Costs are accrued over employees'
careers based on plan benefit formulas.
INCOME TAXES - Deferred taxes are provided in accordance with Statement of
Financial Accounting Standards (FAS) No. 109.
F-15
<PAGE>
2. ACCOUNTING CHANGES
In 1993, the company adopted Statements of Financial Accounting Standards
No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions," No. 109, "Accounting for Income Taxes," and No. 112, "Employers'
Accounting for Postemployment Benefits."
FAS No. 106 requires accrual of the cost of retiree health and life
insurance benefits during the years that employees render service. These
costs were previously expensed as claims were paid. The company elected to
recognize the effect of the transition liability for past service costs by
recording a one-time, non-cash charge against 1993 earnings of $230 or $.91
per share. The incremental annual charge decreased 1995 and 1994 earnings
by $.08 per share and 1993 earnings by $.07 per share.
FAS No. 112 requires the company to account for postemployment benefits on
the accrual basis. The cumulative effect of this change in accounting
decreased 1993 net earnings by $22 or $.09 per share.
FAS No. 109 requires the company to recognize the benefit of certain
deferred tax assets, increasing 1993 net earnings by $3 or $.01 per share.
3. GEOGRAPHIC AREA INFORMATION
The company is predominantly engaged in the manufacture and sale of
prepared convenience foods. The following presents information about
operations in different geographic areas:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Net sales
United States $5,012 $4,639 $4,743
Europe 1,143 1,041 1,050
Australia 549 507 256
Other countries 658 604 661
Adjustments and eliminations (84) (101) (124)
------ ------ ------
Consolidated $7,278 $6,690 $6,586
====== ====== ======
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Earnings (loss) before taxes
United States $ 957 $ 854 $ 715
Europe 74 64 (170)
Australia 81 81 48
Other countries 90 73 51
Unallocated corporate expenses (55) (45) (50)
------ ------ ------
Earnings before interest and taxes 1,147 1,027 594
Interest, net (105) (64) (74)
------ ------ ------
Consolidated $1,042 $ 963 $ 520
====== ====== ======
</TABLE>
F-16
<PAGE>
<TABLE>
<CAPTION>
1995 1994 1993
---- ----- -----
<S> <C> <C> <C>
Identifiable assets
United States $4,171 $2,992 $2,961
Europe 814 724 669
Australia 773 732 691
Other countries 557 544 577
------ ------ ------
Consolidated $6,315 $4,992 $4,898
====== ====== ======
</TABLE>
Transfers between geographic areas are recorded at cost plus markup or at
market. 1993 divestiture and restructuring charges of $353 were allocated
to geographic areas as follows: United States - $126, Europe- $210 and
Other - $17.
4. OTHER EXPENSE
<TABLE>
<CAPTION>
1995 1994 1993
---- ----- -----
<S> <C> <C> <C>
Stock price related incentive programs $20 $12 $13
Amortization of intangible and other assets 34 18 19
Minority interests 17 25 9
Other, net (8) (14) (13)
--- --- ---
$63 $41 $28
=== === ===
</TABLE>
5. DIVESTITURE AND RESTRUCTURING CHARGES
On January 28, 1993, the company's Board of Directors approved a
divestiture and restructuring program which specifically identified six
manufacturing plants to be closed and fourteen businesses to be sold. At
the time of the Board's approval, charges of $353 ($300 after tax or $1.19
per share) were recorded for the estimated loss on disposition of plant
assets, cost of closing each plant and loss on each business divestiture.
Components of the original reserve and charges are as follows:
<TABLE>
<CAPTION> Original Balance Balance
Reserve Charges 7/31/94 Charges 7/30/95
------- -------- ------- ---------- -------
<S> <C> <C> <C> <C> <C>
Loss on disposal of assets $275 $(145) $130 $(52) $78
Severance and benefits 52 (28) 24 (19) 5
Other 26 (10) 16 (3) 13
---- ----- ---- ---- ----
Total $353 $(183) $170 $(74) $96
==== ===== ==== ==== ===
Current $153 $170 $96
Non-current 200 - -
---- ---- ---
Total $353 $170 $96
==== ==== ===
</TABLE>
F-17
<PAGE>
Five plant closings were completed and one plant was restructured. Ten
businesses were divested through July 30, 1995. The company plans to
complete the program in 1996.
In the second quarter of 1995, the Board of Directors approved the sale
of two additional businesses not included in the original Board
authorization. Based on current estimates, existing reserves are
adequate to cover the cost of disposing of these businesses because one
business included in the original program will not be sold.
6. INTEREST EXPENSE
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Interest expense $123 $85 $96
Less: Interest capitalized 8 11 13
---- --- ---
$115 $74 $83
==== === ===
</TABLE>
7. ACQUISITIONS
During 1995, 1994 and 1993 the company made several acquisitions. These
acquisitions were accounted for as purchase transactions, and operations
of the acquired companies are included in the financial statements from
the dates the acquisitions were consummated. The final allocation of
the purchase price of 1995 acquisitions will be completed during 1996
when appraisals and other studies have been finalized. The preliminary
allocation of the purchase price to assets acquired and liabilities
assumed was based upon fair value estimates as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ------ ------
<S> <C> <C> <C>
Working capital $ 19 $ 1 $ 1
Fixed assets 93 7 272
Intangibles, principally goodwill 1,150 6 131
Other assets 4 - 11
Other liabilities (25) - (72)
Minority interest 14 - (81)
------ --- ----
$1,255 $14 $262
====== === ====
</TABLE>
During 1995, the company acquired Pace Foods, the world's leading
producer and marketer of Mexican sauces; Fresh Start Bakeries, a food
service baking concern with operations in the U.S., Europe and South
America; Stratford-upon-Avon Foods, a canned fruit and vegetable company
in England; and Greenfield Foods, a U.S. baking operation specializing
in low-fat cakes and cookies. The company also acquired additional
shares in Arnotts Limited, Australia's leading biscuit manufacturer,
boosting its share ownership to 65%.
The Pace Foods acquisition was consummated on January 30, 1995 and based
on unaudited data, net sales for 1995 and 1994 would have increased $127
and $225, respectively, and net earnings would have decreased $16 and
$31, respectively, had the acquisition occurred at the beginning of
fiscal 1995 and 1994. Proforma financial information for the other
acquisitions would not have a material effect on the company's net sales
and earnings in fiscal 1995 and 1994.
Acquisitions in 1994 consisted of the Australian mushroom business,
Dandy Mushrooms, and the Australian canned-meat business, "Fray Bentos".
F-18
<PAGE>
During 1993, the company increased its ownership of Arnotts to 58% from
33% prior to fiscal 1993.
8. PENSION PLANS AND RETIREMENT BENEFITS
PENSION PLANS - Substantially all of the company's U.S. and certain non-
U.S. employees are covered by noncontributory defined benefit pension
plans. Plan benefits are generally based on years of service and
employees' compensation during the last years of employment. Benefits are
paid from funds previously provided to trustees and insurance companies
or are paid directly by the company from general funds. Actuarial
assumptions and provisions for funded plans are reviewed regularly by the
company and its independent actuaries to ensure that plan assets will be
adequate to provide pension and survivor benefits. Plan assets consist
primarily of investments in common stock, fixed income securities, real
estate and money market funds.
Pension expense included the following:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Benefits earned during the year $ 29 $ 31 $ 26
Interest cost 90 82 78
Net amortization and deferrals 59 (7) 38
Less: Return on plan assets 158 82 115
---- ----- -----
20 24 27
Other pension expense 10 7 7
----- ----- -----
Consolidated pension expense $ 30 $ 31 $ 34
===== ===== =====
Weighted average rates for principal
actuarial assumptions were:
Discount rate 7.75% 8.25% 7.50%
Long-term rate of compensation increase 5.00% 5.50% 5.00%
Long-term rate of return on plan assets 9.25% 9.25% 9.25%
</TABLE>
The funded status of the plans was as follows:
<TABLE>
<CAPTION>
JULY 30, July 31,
1995 1994
-------- --------
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested $(1,023) $ (909)
Non-vested (42) (44)
------- ------
Accumulated benefit obligation (1,065) (953)
Effect of projected future salary increases (127) (143)
------- ------
Projected benefit obligation (1,192) (1,096)
Plan assets at market value 1,269 1,171
------- ------
Plan assets in excess of projected benefit obligation 77 75
Unrecognized net loss 216 217
Unrecognized prior service cost 81 87
Unrecognized net assets at transition (53) (62)
------- ------
Prepaid pension expense $ 321 $ 317
======= ======
</TABLE>
F-19
<PAGE>
Pension coverage for employees of certain non-U.S. subsidiaries are
provided to the extent determined appropriate through their respective
plans. Obligations under such plans are systematically provided for by
depositing funds with trusts or under insurance contracts. The assets
and obligations of these plans are not material.
SAVINGS PLANS - The company sponsors employee savings plans which cover
substantially all U.S. employees. After one year of continuous service,
the company generally matches 50% of employee contributions up to five
percent of compensation. In fiscal 1995, 1994 and 1993, the company
increased its contribution to 60% because earnings goals were achieved.
Amounts charged to costs and expenses were $14 in 1995 and 1994 and $13
in 1993.
RETIREE BENEFITS - The company provides certain health care and life
insurance benefits (postretirement benefits) to substantially all
retired U.S. employees and their dependents. Employees who have 10
years of service after the age of 45 and retire from the company are
eligible to participate in the postretirement benefit plans.
Postretirement benefit expense was comprised of the following:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Benefits earned during the year $18 $19 $16
Interest cost 34 31 30
--- --- ---
Postretirement benefit expense $52 $50 $46
=== === ===
</TABLE>
Healthcare claims and death benefits paid totaled $20 in 1995 and $18 in
1994 and 1993.
<TABLE>
<CAPTION>
JULY 30, July 31,
1995 1994
-------- --------
<S> <C> <C>
Actuarial present value of benefit obligations:
Retirees $276 $285
Fully eligible active plan participants 68 81
Other active plan participants 92 93
---- ----
Accumulated benefit obligation 436 459
Unrecognized net gain (loss) 17 (38)
---- ----
Accrued postretirement benefit liability $453 $421
==== ====
</TABLE>
The discount rate used to determine the accumulated postretirement
benefit obligation was 7.75% in 1995 and 8.25% in 1994. The assumed
initial healthcare cost trend rate used to measure the accumulated
postretirement benefit obligation was 10%, declining to 5.5% over a
period of 10 years and continuing at 5.5% thereafter. A
one-percentage-point change in the assumed healthcare cost trend rate
would have changed the 1995 accumulated postretirement benefit
obligation by $46 and postretirement benefit expense by $8.
Obligations related to non-U.S. postretirement benefit plans are not
significant since these benefits are generally provided through
government-sponsored plans.
Estimated postretirement benefits payable in fiscal 1996 of $19 are
included in "Accrued liabilities."
F-20
<PAGE>
9. TAXES ON EARNINGS
The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Income taxes:
Currently payable
Federal $208 $216 $241
State 28 24 27
Non-U.S. 68 59 43
---- ---- ----
304 299 311
---- ---- ----
Deferred
Federal 33 34 (39)
State 5 - (1)
Non-U.S. 2 - (8)
---- ---- ----
40 34 (48)
---- ---- ----
$344 $333 $263
==== ==== ====
Earnings before income taxes and
cumulative effect of accounting change:
United States $ 840 $622 $614
Non-U.S. 202 341 (94)
------ ---- ----
$1,042 $963 $520
====== ==== ====
</TABLE>
The deferred tax credit in 1993 resulted principally from charges for
restructuring and other postretirement benefits.
The following is a reconciliation of effective income tax rates with the
U.S. Federal statutory income tax rate:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Federal statutory income tax rates 35.0% 35.0% 34.0%
State income taxes (net of Federal tax benefit) 2.1 2.4 2.6
Nondeductible divestiture and restructuring
charges - - 14.3
Non-U.S. earnings taxed at other
than Federal statutory rate (.2) (.2) .4
Tax loss carryforwards (3.0) - -
Other (.9) (2.6) (.8)
---- ----- -----
Effective income tax rate 33.0% 34.6% 50.5%
==== ===== =====
</TABLE>
F-21
<PAGE>
Deferred tax liabilities and assets are comprised of the following:
<TABLE>
<CAPTION>
JULY 30, July 31,
1995 1994
-------- -------
<S> <C> <C>
Depreciation $178 $200
Pensions 113 108
Other 123 87
---- ----
Deferred tax liabilities 414 395
---- ----
Restructuring accruals 53 88
Benefits and compensation 189 170
Tax loss carryforwards 52 91
Other 38 55
---- ----
Gross deferred tax assets 332 404
Deferred tax asset valuation allowance (84) (135)
---- ----
Net deferred tax assets 248 269
---- ----
Net deferred tax liability $166 $126
==== ====
</TABLE>
For income tax purposes, subsidiaries of the company have tax loss
carryforwards of approximately $154 of which $6 relate to periods prior
to acquisition of the subsidiaries by the company. Of these
carryforwards, $40 expire in 1999, $32 expire through 2005 and $82 may
be carried forward indefinitely. The current statutory tax rates in
these countries range from 30% to 40%.
Income taxes have not been accrued on undistributed earnings of non-U.S.
subsidiaries of $414 which are invested in operating assets and are not
expected to be remitted. If remitted, tax credits are available to
substantially reduce any additional taxes.
10. CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash equivalents of $36 at July 30,
1995 and $32 at July 31, 1994.
11. ACCOUNTS RECEIVABLE
<TABLE>
<CAPTION>
1995 1994
---- -----
<S> <C> <C>
Customers $599 $535
Allowances for cash discounts and bad debts (30) (29)
---- ----
569 506
Other 62 72
---- ----
$631 $578
==== ====
</TABLE>
12. INVENTORIES
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Raw materials, containers and supplies $317 $368
Finished products 505 483
---- ----
822 851
Less-Adjustment to LIFO basis 67 65
---- ----
$755 $786
==== ====
</TABLE>
F-22
<PAGE>
Inventories for which the LIFO method of determining cost is used
represented approximately 63% of consolidated inventories in 1995 and
70% in 1994.
13. PREPAID EXPENSES
<TABLE>
<CAPTION>
1995 1994
------ ------
<S> <C> <C>
Current prepaid pensions $ 21 $ 19
Deferred taxes 69 85
Other 52 37
---- ----
$142 $141
==== ====
</TABLE>
14. PLANT ASSETS
<TABLE>
<CAPTION>
1995 1994
------ ------
<S> <C> <C>
Land $ 101 $ 110
Buildings 1,182 1,092
Machinery and equipment 2,734 2,461
Projects in progress 237 185
------- ------
4,254 3,848
Accumulated depreciation (1,670) (1,447)
------ ------
$2,584 $2,401
====== ======
</TABLE>
Depreciation provided in costs and expenses was $261 in 1995, $237 in
1994 and $223 in 1993. Approximately $220 of capital expenditures are
required to complete projects in progress at July 30, 1995.
15. INTANGIBLE ASSETS
<TABLE>
<CAPTION>
1995 1994
------ ------
<S> <C> <C>
Purchase price in excess of net
assets of businesses acquired (goodwill) $1,716 $542
Other intangibles 132 130
------ ----
1,848 672
Accumulated amortization (133) (90)
------ ----
$1,715 $582
====== ====
</TABLE>
16. OTHER ASSETS
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Noncurrent prepaid pensions $300 $298
Other noncurrent investments 100 76
Other 35 34
---- ----
$435 $408
==== ====
</TABLE>
17. NOTES PAYABLE AND LONG-TERM DEBT
Notes payable consists of the following:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Commercial paper $840 $401
Banks 19 20
Other 6 13
---- ----
$865 $434
==== ====
</TABLE>
F-23
<PAGE>
The amount of unused lines of credit at July 30, 1995 approximates $722.
The lines of credit are unconditional and generally cover loans for a
period of one year at prime commercial interest rates.
Long-term debt consists of the following:
<TABLE>
<CAPTION>
Type Fiscal Year Maturity Rate 1995 1994
------------- ----------------------------- ------------------ ---- ----
<S> <C> <C> <C> <C>
Notes 1997 7.75% $300 $ -
Notes 1998 9.00% 100 100
Notes 2001* 8.58%-8.75% 100 100
Notes 2004 5.63% 100 100
Debentures 2021 8.88% 200 200
Notes 1997-2010 7.60% average 26 29
Capital lease
obligations Varies Varies 31 31
---- ----
$857 $560
==== ====
</TABLE>
* $50 redeemable in 1998
The cost to retire the company's long-term debt was $905 at July 30,
1995 and $585 at July 31, 1994.
Principal amounts of long-term debt mature as follows: 1996 - $10 (in
current liabilities); 1997 - $316; 1998 - $101; 1999 - $2; 2000 - $2;
and beyond - $436.
Future minimum capital lease payments are $62, including implicit
interest of $27.
18. OTHER LIABILITIES
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Deferred income taxes $235 $211
Minority interests 106 121
Postemployment benefits 18 17
Other liabilities 33 27
---- ----
$392 $376
==== ====
</TABLE>
19. FINANCIAL INSTRUMENTS
The book values of cash and cash equivalents, accounts and notes
receivable, accounts payable and short-term debt approximate fair value.
The fair value of financial instruments, non-current investments and
long-term debt is based on quoted market prices.
The company utilizes derivative financial instruments to enhance its
ability to manage risk, including interest rate and foreign currency
exposures which exist as part of its ongoing business operations.
The company utilizes interest rate swap agreements to minimize its
worldwide financing costs and to achieve a desired proportion of
variable versus fixed rate debt, based on current and projected market
conditions. When interest rates change, the difference to be paid or
received is recognized as an adjustment to interest expense over the
lives of the agreements. At times, the company utilizes forward foreign
exchange contracts to hedge foreign currency exposures. Gains and
losses resulting from these instruments are recognized in the same
period as the underlying hedged transaction.
F-24
<PAGE>
The notional amounts of interest rate swaps were $337 at July 30, 1995
and $300 at July 31, 1994. In addition, the company has swap agreements
with financial institutions which cover both foreign currency and
interest rates. The notional amounts of these swaps were $32 at July 30,
1995 and $10 at July 31, 1994. These agreements hedge currency exposures
arising from strategies which replaced certain local currency debt with
lower cost U.S. dollar financing. The cost to settle all swaps was $20 at
July 30, 1995, of which $5 was accrued.
The company is exposed to credit loss in the event of nonperformance by
the counterparties; however, the company does not anticipate any
nonperformance. The company's credit risk on swap transactions is
minimized by its policy of dealing only with leading, credit-worthy
financial institutions having long-term credit ratings of "A" or better.
At July 30, 1995, the company also had contracts to purchase or sell
approximately $84 in foreign currency versus $31 at July 31, 1994. The
contracts are mostly for Canadian and European currencies and have
maturities through 1996.
The company uses a mix of equity, intercompany debt and local currency
borrowings to finance its foreign operations. Gains and losses, both
realized and unrealized, on financial instruments that hedge the
company's investments in foreign operations are recognized in the
Cumulative translation adjustments account in Shareowners' equity.
20. SHAREOWNERS' EQUITY
The company has authorized 280 million shares of Capital Stock of $.075
par value and 40 million shares of Preferred Stock, issuable in one or
more classes, with or without par as may be authorized by the Board of
Directors. No Preferred Stock has been issued.
The following summarizes the activity in the company's long-term
incentive plans:
<TABLE>
<CAPTION>
1995 1994 1993
---- ----- -----
(thousands of shares)
<S> <C> <C> <C>
RESTRICTED SHARES
Granted 483 19 374
STOCK OPTION PLANS
Beginning of year 9,915 9,261 10,142
Granted 1,376 1,377 1,239
Exercised (1,498) (604) (1,858)
Terminated (137) (119) (262)
----- ----- -----
End of year 9,656 9,915 9,261
===== ===== =====
Exercisable at end of year 6,861 7,185 5,519
===== ===== =====
<CAPTION>
(per share prices)
<S> <C> <C> <C>
Granted $49.19 $36.63 $43.79
Exercised $23.35 $21.14 $18.59
Not exercised: Low $15.38 $ 9.58 $ 7.34
High $49.19 $43.81 $43.81
Average $34.05 $30.41 $28.99
</TABLE>
F-25
<PAGE>
As of July 30, 1995, 10.7 million shares remain available for grant
under the 1994 long-term incentive plan.
All net earnings per share data is based on the weighted average shares
outstanding during the applicable periods. The potential dilution from
the exercise of stock options is not material.
21. STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
1995 1994 1993
---- ----- ----
<S> <C> <C> <C>
Interest paid, net of amounts capitalized $ 102 $ 77 $ 87
Interest received $ 10 $ 13 $ 9
Income taxes paid $ 290 $ 271 $ 305
</TABLE>
22. QUARTERLY DATA (UNAUDITED)
<TABLE>
<CAPTION>
1995
------
FIRST SECOND THIRD FOURTH
----- ------ ----- ------
<S> <C> <C> <C> <C>
NET SALES $1,864 $2,040 $1,744 $1,630
COST OF PRODUCTS SOLD 1,088 1,176 1,045 955
NET EARNINGS 197 231 127 143
PER SHARE
NET EARNINGS .79 .93 .51 .57
DIVIDENDS .28 .31 .31 .31
MARKET PRICE
HIGH 41.25 46.00 51.25 51.00
LOW 37.00 40.63 42.38 45.63
</TABLE>
<TABLE>
<CAPTION>
1994
------
First Second Third Fourth
----- ------ ----- ------
<S> <C> <C> <C> <C>
Net sales $1,763 $1,894 $1,568 $1,465
Cost of products sold 1,058 1,104 946 870
Net earnings 166 203 119 142
Per share
Net earnings .66 .81 .47 .57
Dividends .25 .28 .28 .28
Market price
High 42.88 43.25 42.13 39.38
Low 35.25 38.25 37.13 34.25
</TABLE>
F-26
<PAGE>
Exhibit (g)(2)
Campbell Soup Company
CONSOLIDATED STATEMENTS OF EARNINGS
(millions, except per share amounts)
<TABLE>
<CAPTION>
1994 1993 1992
(52 WEEKS) (52 weeks) (53 weeks)
---------- ---------- ----------
<S> <C> <C> <C>
NET SALES $6,690 $6,586 $6,263
- -------------------------------------------------------------------------------------------------------------------------
Costs and expenses
Cost of products sold 3,978 4,028 3,963
Marketing and selling expenses 1,269 1,208 1,050
Administrative expenses 297 306 282
Research and development expenses 78 69 60
Interest expense (Note 4) 74 83 102
Interest income (10) (9) (15)
Other expense (Note 5) 41 28 22
Divestiture and restructuring charges (Note 6) - 353 -
- ------------------------------------------------------------------------------------------------------------------------
Total costs and expenses 5,727 6,066 5,464
- ------------------------------------------------------------------------------------------------------------------------
Earnings before taxes 963 520 799
Taxes on earnings (Note 9) 333 263 308
- ------------------------------------------------------------------------------------------------------------------------
Earnings before cumulative effect of
accounting changes 630 257 491
Cumulative effect of accounting changes (Note 2) - 249 -
- ------------------------------------------------------------------------------------------------------------------------
NET EARNINGS $ 630 $ 8 $ 491
========================================================================================================================
PER SHARE (NOTE 20)
Earnings before cumulative effect of
accounting changes $ 2.51 $1.02 $1.95
Cumulative effect of accounting changes - .99 -
- ------------------------------------------------------------------------------------------------------------------------
NET EARNINGS $ 2.51 $ .03 $ 1.95
========================================================================================================================
Weighted average shares outstanding 251 252 252
========================================================================================================================
</TABLE>
The accompanying Summary of Significant Accounting Policies and Notes on pages
F-15 to F-27 are an integral part of the financial statements.
F-10
<PAGE>
Campbell Soup Company
CONSOLIDATED BALANCE SHEETS
(millions)
<TABLE>
<CAPTION>
JULY 31, August 1,
1994 1993
--------- ---------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents (Note 11) $ 94 $ 63
Other temporary investments, at cost
which approximates market 2 7
Accounts receivable (Note 12) 578 646
Inventories (Note 13) 786 804
Prepaid expenses (Note 14) 141 166
- ------------------------------------------------------------------------
Total current assets 1,601 1,686
- ------------------------------------------------------------------------
PLANT ASSETS, NET OF DEPRECIATION (NOTE 15) 2,401 2,265
INTANGIBLE ASSETS, NET OF AMORTIZATION (NOTE 16) 582 596
OTHER ASSETS (NOTE 17) 408 351
- ------------------------------------------------------------------------
Total assets $4,992 $4,898
========================================================================
CURRENT LIABILITIES
Notes payable (Note 18) $ 434 $ 669
Payable to suppliers and others 473 510
Accrued liabilities 570 499
Dividend payable 71 64
Accrued income taxes 117 109
- ------------------------------------------------------------------------
Total current liabilities 1,665 1,851
- ------------------------------------------------------------------------
LONG-TERM DEBT (NOTE 18) 560 462
NONPENSION POSTRETIREMENT BENEFITS (NOTE 8) 402 370
OTHER LIABILITIES (NOTE 19) 376 511
- ------------------------------------------------------------------------
Total liabilities 3,003 3,194
- ------------------------------------------------------------------------
SHAREOWNERS' EQUITY (NOTE 20)
Preferred stock; authorized 40 shares;
none issued - -
Capital stock, $.075 par value; authorized
280 shares; issued 271 shares 20 20
Capital surplus 155 149
Earnings retained in the business 2,359 2,002
Capital stock in treasury, 23 shares in 1994
and 19 shares in 1993, at cost (559) (428)
Cumulative translation adjustments 14 (39)
- ------------------------------------------------------------------------
Total shareowners' equity 1,989 1,704
- ------------------------------------------------------------------------
Total liabilities and shareowners' equity $4,992 $4,898
========================================================================
</TABLE>
The accompanying Summary of Significant Accounting Policies and Notes on pages
F-15 to F-27 are an integral part of the financial statements.
F-11
<PAGE>
Campbell Soup Company
CONSOLIDATED STATEMENTS OF CASH FLOWS
(millions)
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $630 $ 8 $491
To reconcile net earnings to net cash
provided by operating activities:
Divestiture and restructuring provisions - 353 -
Cumulative effect of accounting changes - 249 -
Depreciation and amortization 255 242 216
Deferred taxes 34 (48) 34
Other, net 46 41 25
Net change in accounts receivable 73 (73) (17)
Net change in inventories 18 (90) 7
Net change in other current assets and liabilities (88) (30) (12)
- ------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 968 652 744
- ------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of plant assets (421) (366) (337)
Sales of plant assets 42 37 26
Businesses acquired (14) (262) (31)
Sales of businesses 27 10 3
Net change in other assets (48) (19) (55)
Net change in other temporary investments 5 (1) 7
- ------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (409) (601) (387)
- ------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Long-term borrowings 115 2 6
Repayments of long-term borrowings (117) (223) (222)
Net change in borrowings with less than
three-month maturities (84) 389 81
Other short-term borrowings 34 56 77
Repayments of other short-term borrowings (87) (98) (74)
Dividends paid (266) (216) (166)
Treasury stock purchases (145) (42) (150)
Treasury stock issued 16 35 19
- ------------------------------------------------------------------------------------------------------------------------
Net cash used in financing activities (534) (97) (429)
- ------------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash 6 (3) 5
- ------------------------------------------------------------------------------------------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 31 (49) (67)
Cash and cash equivalents at beginning of year 63 112 179
- ------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 94 $ 63 $112
========================================================================================================================
</TABLE>
The accompanying Summary of Significant Accounting Policies and Notes on
pages F-15 to F-27 are an integral part of the financial statements.
F-12
<PAGE>
Campbell Soup Company
CONSOLIDATED STATEMENTS OF SHAREOWNERS' EQUITY
(millions)
<TABLE>
<CAPTION>
Capital
Earnings retained stock Cumulative Total
Preferred Capital Capital in the in translation shareowners'
stock stock surplus business treasury adjustments equity
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at July 28, 1991 - $ 20 $107 $1,913 $(270) $ 23 $1,793
Net earnings 491 491
Cash dividends ($.71 per share) (179) (179)
Treasury stock purchased (150) (150)
Treasury stock issued under Management
incentive and Stock option plans 9 18 27
Translation adjustments 45 45
- ---------------------------------------------------------------------------------------------------------------------------------
Balance at August 2, 1992 - 20 116 2,225 (402) 68 2,027
Net earnings 8 8
Cash dividends ($.915 per share) (231) (231)
Treasury stock purchased (42) (42)
Treasury stock issued under Management
incentive and Stock option plans 33 16 49
Translation adjustments (107) (107)
- ---------------------------------------------------------------------------------------------------------------------------------
Balance at August 1, 1993 - 20 149 2,002 (428) (39) 1,704
NET EARNINGS 630 630
CASH DIVIDENDS ($1.09 PER SHARE) (273) (273)
TREASURY STOCK PURCHASED (145) (145)
TREASURY STOCK ISSUED UNDER MANAGEMENT
INCENTIVE AND STOCK OPTION PLANS 6 14 20
TRANSLATION ADJUSTMENTS 53 53
- ---------------------------------------------------------------------------------------------------------------------------------
BALANCE AT JULY 31, 1994 - $ 20 $155 $2,359 $(559) $ 14 $1,989
=================================================================================================================================
</TABLE>
The accompanying Summary of Significant Accounting Policies and Notes on
pages F-15 to F-27 are an integral part of the financial statements.
F-13
<PAGE>
CHANGES IN NUMBER OF SHARES
(thousands)
<TABLE>
<CAPTION>
In
Issued Outstanding treasury
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at July 28, 1991 271,245 254,007 17,238
Treasury stock purchased (3,986) 3,986
Treasury stock issued under Management
incentive and Stock option plans 1,147 (1,147)
- -----------------------------------------------------------------------------------------------------------------
Balance at August 2, 1992 271,245 251,168 20,077
Treasury stock purchased (1,104) 1,104
Treasury stock issued under Management
incentive and Stock option plans 1,642 (1,642)
- -----------------------------------------------------------------------------------------------------------------
Balance at August 1, 1993 271,245 251,706 19,539
TREASURY STOCK PURCHASED (3,989) 3,989
TREASURY STOCK ISSUED UNDER MANAGEMENT
INCENTIVE AND STOCK OPTION PLANS 602 (602)
- -----------------------------------------------------------------------------------------------------------------
BALANCE AT JULY 31, 1994 271,245 248,319 22,926
=================================================================================================================
</TABLE>
The accompanying Summary of Significant Accounting Policies and Notes on
pages F-15 to F-27 are an integral part of the financial statements.
F-14
<PAGE>
CAMPBELL SOUP COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(MILLION DOLLARS)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATION - The consolidated financial statements include the
accounts of the company and its majority-owned subsidiaries.
Significant intercompany transactions are eliminated in
consolidation. Investments of 20% or more in affiliates are
accounted for by the equity method.
FISCAL YEAR - The company's fiscal year ends on the Sunday nearest
July 3l. There were 52 weeks in fiscal 1994 and fiscal 1993 and 53
weeks in fiscal 1992.
INVENTORIES - Substantially all domestic inventories are priced at
the lower of cost or market, with cost determined by the last-in,
first-out (LIFO) method. Other inventories are priced at the lower
of average cost or market.
INTANGIBLES - The excess of cost of investments over net assets of
purchased companies is amortized on a straight-line basis over
periods not exceeding forty years.
PLANT ASSETS - Plant assets are stated at historical cost.
Alterations and major overhauls which extend the lives or increase
the capacity of plant assets are capitalized. The amounts for
property disposals are removed from plant asset and accumulated
depreciation accounts and any resultant gain or loss is included in
earnings. Ordinary repairs and maintenance are charged to operating
costs.
DEPRECIATION - Depreciation provided in costs and expenses is on the
straight-line method. Accelerated methods of depreciation are used
for income tax purposes in certain jurisdictions.
PENSION AND RETIREE BENEFIT PLANS - Costs are accrued over
employees' careers based on plan benefit formulas.
CASH AND CASH EQUIVALENTS - All highly liquid debt instruments
purchased with a maturity of three months or less are classified as
Cash equivalents.
FINANCIAL INSTRUMENTS - In managing interest rate exposure, the
company at times enters into interest rate swap agreements. When
interest rates change, the difference to be paid or received is
accrued and recognized as interest expense over the life of the
agreement. In order to hedge foreign currency exposures on firm
commitments, the company at times enters into forward foreign
exchange contracts. Gains and losses resulting from these
instruments are recognized in the same period as the underlying
hedged transaction. The company also at times enters into foreign
currency swap agreements which are effective as hedges of net
investments in foreign subsidiaries. Realized and unrealized gains
and losses on these currency swaps are recognized in the Cumulative
translation adjustments account in Shareowners' equity. The fair
values of the company's financial instruments are estimated based on
quoted market prices for the same or similar issues.
F-15
<PAGE>
INCOME TAXES - Deferred taxes are provided in accordance with Statement
of Financial Accounting Standards (FAS) No. 109 effective in fiscal 1993.
In fiscal 1992, deferred taxes were provided in accordance with FAS
No. 96.
2. ACCOUNTING CHANGES
In 1993, the company adopted Statements of Financial Accounting Standards
No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions," No. 109, "Accounting for Income Taxes," and No. 112,
"Employers' Accounting for Postemployment Benefits."
FAS No. 106 requires accrual of the cost of retiree health and life
insurance benefits during the years that employees render service. These
costs were previously expensed as claims were paid. The company elected
to recognize the effect of the transition liability for past service
costs by recording a one-time, non-cash charge against 1993 earnings of
$230 or $.91 per share. Adoption of FAS No. 106 also decreased 1993
earnings per share by $.07 for the pre-tax incremental annual charge and
1994 earnings per share by $.08.
FAS No. 112 requires the company to account for postemployment benefits
on the accrual basis. The cumulative effect of this change in accounting
decreased 1993 net earnings by $22 or $.09 per share.
FAS No. 109 requires the company to recognize the benefit of certain
deferred tax assets, increasing 1993 net earnings by $3 or $.01 per
share.
3. GEOGRAPHIC AREA INFORMATION
The company is predominantly engaged in the manufacture and sale of
prepared convenience foods. The following presents information about
operations in different geographic areas:
<TABLE>
<CAPTION>
1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
Net sales
United States $4,639 $4,743 $4,649
Europe 1,041 1,050 1,043
Australia 507 256 70
Other countries 604 661 582
Adjustments and eliminations (101) (124) (81)
------ ------ ------
Consolidated $6,690 $6,586 $6,263
====== ====== ======
Earnings (loss) before taxes
United States $ 854 $ 715 $ 809
Europe 64 (170) 45
Australia 81 48 18
Other countries 73 51 52
------ ------ ------
1,072 644 924
Unallocated corporate expenses (45) (50) (38)
Interest, net (64) (74) (87)
------ ------ ------
Consolidated $ 963 $ 520 $ 799
====== ====== ======
</TABLE>
F-16
<PAGE>
<TABLE>
<CAPTION>
1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
Identifiable assets
United States $2,992 $2,961 $2,802
Europe 724 669 831
Australia 732 691 208
Other countries 544 577 513
------ ------ ------
Consolidated $4,992 $4,898 $4,354
====== ====== ======
</TABLE>
Transfers between geographic areas are recorded at cost plus markup or at
market. 1993 divestiture and restructuring charges of $353 were allocated
to geographic areas as follows: United States - $126, Europe - $210 and
Other - $17.
4. INTEREST EXPENSE
<TABLE>
<CAPTION>
1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
Interest expense $85 $96 $120
Less interest capitalized 11 13 18
--- --- ----
$74 $83 $102
=== === ====
</TABLE>
5. OTHER EXPENSE
Included in other expense are the following:
<TABLE>
<CAPTION>
1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
Stock price related incentive programs $12 $13 $13
Amortization of intangible and other assets 18 19 16
Minority interests 25 9 -
Equity earnings of affiliates - (10) (9)
Other, net (14) (3) 2
--- --- ---
$41 $28 $22
=== === ===
</TABLE>
6. DIVESTITURE AND RESTRUCTURING CHARGES
On January 28, 1993, the company's Board of Directors approved a
divestiture and restructuring program which specifically identified six
manufacturing plants to be closed and fourteen businesses to be sold. At
the time of the Board's approval, charges of $353, $300 after tax or
$1.19 per share, were recorded for the estimated loss on disposition of
plant assets, cost of closing each plant and loss on each business
divestiture.
F-17
<PAGE>
Components of the original reserve and charges through July 31, 1994 are as
follows:
<TABLE>
<CAPTION>
Original 1993 Balance 1994 Balance
Reserve Charges 8/1/93 Charges 7/31/94
------- -------- ------- ---------- -------
<S> <C> <C> <C> <C> <C>
Loss on disposal of assets $275 $(79) $196 $(66) $130
Severance and benefits 52 (10) 42 (18) 24
Environmental cleanup at
facilities to be sold 8 - 8 - 8
Lease buyout 6 - 6 - 6
Equipment transfers 10 (4) 6 (4) 2
Other 2 (1) 1 (1) 0
---- ---- ---- ---- ----
Total $353 $(94) $259 $(89) $170
==== ==== ==== ==== ====
Current $153 $92 170
Non-current 200 167 -
---- ---- ----
Total $353 $259 $170
==== ==== ====
</TABLE>
Four of the six plant closings have been completed. In lieu of closing,
one plant was restructured, principally through headcount reductions.
Six businesses were divested in 1993 and 1994. The company plans to
complete the program in fiscal 1995.
7. ACQUISITIONS
During 1994, 1993 and 1992 the company made several acquisitions.
These acquisitions were accounted for as purchase transactions, and
operations of the acquired companies are included in the financial
statements from the dates the acquisitions were recorded. The costs
of these acquisitions were allocated as follows:
<TABLE>
<CAPTION>
1994 1993 1992
------ ------ -------
<S> <C> <C> <C>
Working capital $ 1 $ 1 $ 5
Fixed assets 7 272 13
Intangibles, principally goodwill 6 131 16
Other assets - 11 -
Long-term liabilities and other - (72) (3)
Minority interest - (81) -
--- ---- ---
$14 $262 $31
=== ==== ===
</TABLE>
Acquisitions in 1994 consisted of the Australian mushroom business, Dandy
Mushrooms, and the Australian canned-meat business, "Fray Bentos".
During 1993, the company increased its ownership of Arnotts Limited,
Australia's leading biscuit manufacturer, to 58% from 33% prior to fiscal
1993. Therefore, beginning in the third quarter of fiscal 1993, Arnotts'
results were consolidated. Prior to this time, Campbell's investment in
Arnotts was accounted for by the equity method. Net sales and net
earnings for 1993 would have increased by $295 and $3, respectively, had
the increase in ownership of Arnotts occurred at August 3, 1992.
F-18
<PAGE>
8. PENSION PLANS AND RETIREMENT BENEFITS
Pension Plans - Substantially all of the company's U.S. and certain
non-U.S. employees are covered by noncontributory defined benefit
pension plans. Plan benefits are generally based on years of
service and employees' compensation during the last years of
employment. Benefits are paid from funds previously provided to
trustees and insurance companies or are paid directly by the
company. Actuarial assumptions and plan provisions are reviewed
regularly by the company and its independent actuaries to ensure
that plan assets will be adequate to provide pension and survivor
benefits. Plan assets consist primarily of investments in common
stock, fixed income securities, real estate and money market funds.
Pension expense included the following:
<TABLE>
<CAPTION>
1994 1993 1992
---- ------- -------
<S> <C> <C> <C>
Benefits earned during the year $ 31 $ 26 $ 23
Interest cost 82 78 75
Net amortization and deferrals (7) 38 5
Actual return on plan assets (82) (115) (82)
---- ---- ----
24 27 21
Other pension expense 7 7 7
---- ---- ----
Consolidated pension expense $ 31 $ 34 $ 28
==== ==== ====
Weighted average rates for principal
actuarial assumptions were:
Discount rate 8.25% 7.50% 8.25%
Long-term rate of compensation increase 5.50% 5.00% 5.50%
Long-term rate of return on plan assets 9.25% 9.25% 9.25%
The funded status of the plans was as follows:
JULY 31, August 1,
1994 1993
---------- ---------
Actuarial present value of benefit obligations:
Vested $ (909) $(913)
Non-vested (44) (41)
------ ------
Accumulated benefit obligation (953) (954)
Effect of projected future salary increases (143) (124)
------ ------
Projected benefit obligation (1,096) (1,078)
Plan assets at market value 1,171 1,035
------ ------
Plan assets in excess of (less than)
projected benefit obligation 75 (43)
Unrecognized net loss 217 259
Unrecognized prior service cost 87 80
Unrecognized net assets at transition (62) (27)
------ ------
Prepaid pension expense $ 317 $ 269
====== ======
</TABLE>
Pension coverage for employees of certain non-U.S. subsidiaries and other
supplemental pension benefits of the company are provided to the extent
determined appropriate through their respective plans. Obligations under
such plans are systematically provided for by depositing funds with
trusts or under insurance contracts. The assets and obligations of these
plans are not material.
F-19
<PAGE>
Savings Plans - The company sponsors employee savings plans which
-------------
cover substantially all U.S. employees. After one year of
continuous service the company generally matches 50% of employee
contributions up to five percent of compensation. In fiscal 1994,
1993 and 1992 the company increased its contribution to 60% because
earnings goals were achieved. Amounts charged to costs and expenses
were $14 in 1994, $13 in 1993, and $12 in 1992.
Retiree Benefits - The company provides certain health care and
----------------
life insurance benefits (postretirement benefits) to substantially
all retired U.S. employees and their dependents. Employees who have
10 years of service after the age of 45 and retire from the company
are eligible to participate in the postretirement benefit plans.
Postretirement benefit expense was comprised of the following:
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Benefits earned during the year $19 $16
Interest cost 31 30
--- ---
Postretirement benefit expense $50 $46
=== ===
</TABLE>
Healthcare claims and death benefits paid totaled $18 in 1994, $18
in 1993 and $16 in 1992.
<TABLE>
<CAPTION>
JULY 31, August 1,
1994 1993
--------- ----------
<S> <C> <C>
Actuarial present value of benefit obligations:
Retirees $285 $245
Fully eligible active plan participants 81 81
Other active plan participants 93 93
---- ----
Accumulated benefit obligation 459 419
Unrecognized net loss (38) (29)
---- ----
Accrued postretirement benefit liability $421 $390
==== ====
</TABLE>
The discount rate used to determine the accumulated postretirement
benefit obligation was 8.25% in 1994 and 7.5% in 1993. The assumed
initial healthcare cost trend rate used to measure the accumulated
postretirement benefit obligation was 11.5%, declining to 6.0% over
a period of 11 years and continuing at 6.0% thereafter. A
one-percentage-point increase in the assumed healthcare cost trend
rate would have increased the 1994 accumulated postretirement
benefit obligation by $50 and postretirement benefit expense by $7.
Obligations related to non-U.S. postretirement benefit plans are not
significant since these benefits are generally provided through
government-sponsored plans.
Postretirement benefits payable in fiscal 1995 of $19 are included
in "Accrued liabilities."
F-20
<PAGE>
9. TAXES ON EARNINGS
The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Income taxes:
Currently payable
Federal $216 $241 $225
State 24 27 27
Non-U.S. 59 43 22
---- ---- ----
299 311 274
---- ---- ----
Deferred
Federal 34 (39) 21
State - (1) 11
Non-U.S. - (8) 2
---- ---- ----
34 (48) 34
---- ---- ----
$333 $263 $308
==== ==== ====
Earnings before income taxes and
cumulative effect of accounting change:
United States $622 $614 $704
Non-U.S. 341 (94) 95
---- ---- ----
$963 $520 $799
==== ==== ====
</TABLE>
The increases in the Non-U.S. current tax provision is primarily
attributable to the consolidation of Arnotts beginning in March
1993. The deferred tax credit in 1993 resulted principally from
charges for restructuring and other postretirement benefits.
The following is a reconciliation of effective income tax rates with
the U.S. Federal statutory income tax rate:
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Federal statutory income tax rates 35.0% 34.0% 34.0%
State income taxes (net of Federal tax benefit) 2.4 2.6 3.1
Nondeductible divestiture and restructuring
charges - 14.3 -
Non-U.S. earnings taxed at other
than Federal statutory rate (.2) .4 (.1)
Other (2.6) (.8) 1.6
----- ----- -----
Effective income tax rate 34.6% 50.5% 38.6%
===== ===== =====
</TABLE>
F-21
<PAGE>
Deferred tax liabilities and assets are comprised of the following
at July 31, 1994:
<TABLE>
<CAPTION>
JULY August
31, 1994 1, 1993
-------- -------
<S> <C> <C>
Depreciation $200 $158
Pensions 108 95
Other 87 107
---- ----
Deferred tax liabilities 395 360
---- ----
Restructuring accruals 88 135
Benefits and compensation 170 175
Tax loss carryforwards 91 27
Other 55 62
---- ----
Gross deferred tax assets 404 399
Deferred tax asset valuation allowance (135) (99)
---- ----
Net deferred tax assets 269 300
---- ----
Net deferred tax liability $126 $ 60
==== ====
</TABLE>
For income tax purposes, subsidiaries of the company have tax loss
carryforwards of approximately $286 of which $7 relate to periods prior
to acquisition of the subsidiaries by the company. Of these
carryforwards, $215 expire in 1999, $28 expire through 2005 and $43 may
be carried forward indefinitely. The current statutory tax rates in
these countries range from 30% to 52%.
Income taxes have not been accrued on undistributed earnings of non-U.S.
subsidiaries of $344 which are invested in operating assets and are not
expected to be remitted. If remitted, tax credits are available to
substantially reduce any resultant additional taxes.
10. SUPPLEMENTARY STATEMENTS OF EARNINGS INFORMATION
<TABLE>
<CAPTION>
1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
Advertising $208 $208 $216
Maintenance and repairs $180 $165 $173
Rent expense $ 56 $ 59 $ 66
</TABLE>
Future minimum lease payments under operating leases are $76.
11. CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash equivalents of $30 at July
31, 1994 and $17 at August 1, 1993.
12. ACCOUNTS RECEIVABLE
<TABLE>
<CAPTION>
1994 1993
------ ------
<S> <C> <C>
Customers $535 $576
Allowances for cash discounts and bad debts (29) (20)
---- ----
506 556
Other 72 90
---- ----
$578 $646
==== ====
</TABLE>
F-22
<PAGE>
13. INVENTORIES
<TABLE>
<CAPTION>
1994 1993
------ ----
<S> <C> <C>
Raw materials, containers and supplies $368 $356
Finished products 483 524
---- ----
851 880
Less-Adjustment to LIFO basis 65 76
---- ----
$786 $804
==== ====
</TABLE>
Inventories for which the LIFO method of determining cost is used
represented approximately 70% of consolidated inventories in
1994 and 68% in 1993.
14. PREPAID EXPENSES
<TABLE>
<CAPTION>
1994 1993
------ ----
<S> <C> <C>
Current prepaid pensions $ 19 $ 21
Deferred taxes 85 104
Other 37 41
---- ----
$141 $166
==== ====
</TABLE>
15. PLANT ASSETS
<TABLE>
<CAPTION>
1994 1993
------- ------
<S> <C> <C>
Land $ 110 $ 105
Buildings 1,092 953
Machinery and equipment 2,461 2,233
Projects in progress 185 294
----- -----
3,848 3,585
Accumulated depreciation (1,447) (1,320)
----- -----
$2,401 $2,265
===== =====
</TABLE>
Depreciation provided in costs and expenses was $237 in 1994, $223
in 1993, and $200 in 1992. Approximately $215 of capital
expenditures are required to complete projects in progress at
July 31, 1994.
16. INTANGIBLE ASSETS
<TABLE>
<CAPTION>
1994 1993
------ ------
<S> <C> <C>
Cost of investments in excess of net
assets of purchased companies (goodwill) $542 $537
Other intangibles 130 128
---- ----
672 665
Accumulated amortization (90) (69)
---- ----
$582 $596
==== ====
</TABLE>
17. OTHER ASSETS
<TABLE>
<CAPTION>
1994 1993
------ ------
<S> <C> <C>
Noncurrent prepaid pensions $298 $248
Other noncurrent investments 76 60
Other 34 43
---- ----
$408 $351
==== ====
</TABLE>
F-23
<PAGE>
18. NOTES PAYABLE AND LONG-TERM DEBT
Notes payable consists of the following:
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Commercial paper $401 $490
9.125% Notes -- 100
Banks 20 59
Other 13 20
---- ----
$434 $669
==== ====
</TABLE>
The amount of unused lines of credit at July 31, 1994 approximates $615.
The lines of credit are unconditional and generally cover loans for a
period of one year at prime commercial interest rates.
Long-term debt consists of the following:
<TABLE>
<CAPTION>
Fiscal year maturities 1994 1993
---------------------- ---- ----
<S> <C> <C>
9.0% Notes due 1998 $100 $100
8.58%-8.75% Notes due 2001 ($50 redeemable in 1998) 100 100
8.875% Debentures due 2021 200 199
5.625% Notes due 2004 100 --
Other Notes due 1996-2006 (average interest
rate of 7.0%) 29 34
Capital lease obligations 31 29
---- ----
$560 $462
==== ====
</TABLE>
The cost to retire the company's long-term debt would have been $585 and
$537 at July 31, 1994 and August 1, 1993, respectively.
Principal amounts of long-term debt mature as follows: 1995 - $12 (in
current liabilities); 1996 - $24; 1997 - $4; 1998 - $105; 1999 -$3; and
beyond - $425.
Future minimum capital lease payments are $63, including implicit interest
of $27.
Information on financial instruments follows:
The company has two primary objectives in using derivative financial
instruments. The first is to minimize interest expense within an acceptable
range of fixed to variable rate debt ratios. To meet this objective, the
company may enter into interest rate swaps which effectively readjust the
fixed to variable rate ratio in response to changes in interest rates or
the overall level of debt. The second objective is to hedge economic
exposures on specific foreign currency transactions.
The company uses a mix of equity, intercompany debt and local currency
borrowings to finance its international subsidiaries. The risk associated
with currency exposure is balanced against the objective of minimizing the
overall cost of financing.
F-24
<PAGE>
The company has entered into interest rate swap agreements with financial
institutions having a total notional principal of $300 at July 31, 1994
and $200 at August 1, 1993. These were entered into in order to reduce
interest expense.
In addition, the company has several swap agreements with financial
institutions which cover both interest rates and foreign currencies.
These agreements had a total notional principal of $10 and $35 at July
31, 1994 and August 1, 1993, respectively, and were entered into to hedge
Australian and European currency exposures arising from strategies which
replaced local currency debt with lower cost financing from the U.S.
The cost to settle all interest and foreign currency swaps was $20 at
July 31, 1994, of which $8 was accrued at year end. The company is
exposed to credit loss in the event of nonperformance by the counter
parties; however, the company does not anticipate any nonperformance. The
company's credit risk on swap transactions is minimized by its policy of
dealing only with leading, credit-worthy financial institutions having
long-term credit ratings of "A" or better.
At July 31, 1994, the company had contracts to purchase or sell
approximately $31 in foreign currency versus $49 at August 1, 1993. The
contracts are mostly for Canadian and European currencies and have
maturities through 1995.
19. OTHER LIABILITIES
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Deferred income taxes $211 $164
Restructuring reserves - 200
Minority interests 121 105
Postemployment benefits 17 19
Other liabilities 27 23
---- ----
$376 $511
==== ====
</TABLE>
As of July 31, 1994, restructuring reserves are classified as current
liabilities.
20. SHAREOWNERS' EQUITY
The company has authorized 280 million shares of Capital Stock of $.075
par value and 40 million shares of Preferred Stock, issuable in one or
more classes, with or without par as may be authorized by the Board of
Directors. No Preferred Stock has been issued.
The Board of Directors authorized a 2-for-1 split of the company's
Capital Stock effective December 2, 1991. All shares and per share
amounts have been adjusted to reflect the stock split.
F-25
<PAGE>
The following summarizes the activity in the company's 1984
long-term incentive plan:
<TABLE>
<CAPTION>
1994 1993 1992
----- ------ ------
(thousands of shares)
<S> <C> <C> <C>
RESTRICTED SHARES
Granted 19 374 66
STOCK OPTION PLANS
Beginning of year 9,261 10,142 10,284
Granted 1,377 1,239 1,199
Exercised (604) (1,858) (801)
Terminated (119) (262) (540)
----- ----- ------
End of year 9,915 9,261 10,142
===== ===== ======
Exercisable at end of year 8,479 8,333 7,517
===== ===== ======
</TABLE>
<TABLE>
<CAPTION>
(per share prices)
<S> <C> <C> <C>
Granted $36.63 $43.79 $35.46
Exercised $21.14 $18.59 $17.04
Not exercised: Low $ 9.58 $ 7.34 $ 7.34
High $43.81 $43.81 $43.06
Average $30.41 $28.99 $25.26
</TABLE>
As of July 31, 1994, 5.3 million shares remain available for grant
under the long-term incentive plan.
All net earnings per share data is based on the weighted average
shares outstanding during the applicable periods. The potential
dilution from the exercise of stock options is not material.
21. STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Interest paid, net of amounts capitalized $ 77 $ 87 $108
Interest received $ 13 $ 9 $ 15
Income taxes paid $271 $305 $236
Capital lease obligations incurred $ 6 $ 5 $ 25
</TABLE>
F-26
<PAGE>
22. QUARTERLY DATA (UNAUDITED)
<TABLE>
<CAPTION>
1994
----
FIRST SECOND THIRD FOURTH
------ ------ ------ ------
<S> <C> <C> <C> <C>
NET SALES $1,763 $1,894 $1,568 $1,465
COST OF PRODUCTS SOLD 1,058 1,104 946 870
NET EARNINGS 166 203 119 142
PER SHARE
NET EARNINGS .66 .81 .47 .57
DIVIDENDS .25 .28 .28 .28
MARKET PRICE
HIGH 42.88 43.25 42.13 39.38
LOW 35.25 38.25 37.13 34.25
</TABLE>
<TABLE>
<CAPTION>
1993
----
First Second Third Fourth
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net sales $1,695 $1,789 $1,632 $1,470
Cost of products sold 1,054 1,081 1,018 875
Earnings before cumulative effect
of accounting changes 151 (121) 105 122
Cumulative effect of accounting changes 249 - - -
------ ------ ------ ------
Net earnings (98) (121) 105 122
====== ====== ====== ======
Per share
Earnings before cumulative effect
of accounting changes .60 (.48) .42 .48
Cumulative effect of accounting
changes (.99) - - -
------ ------ ------ ------
Net earnings (.39) (.48) .42 .48
====== ====== ====== ======
Dividends .195 .22 .25 .25
====== ====== ====== ======
Market price
High 43.13 45.25 45.38 42.50
Low 36.38 39.88 37.13 35.25
</TABLE>
F-27
<PAGE>
FINANCIAL STATEMENT SCHEDULES
- -----------------------------
SCHEDULE V
CAMPBELL SOUP COMPANY AND CONSOLIDATED SUBSIDIARIES
Property, Plant and Equipment at Cost
-------------------------------------
(millions)
<TABLE>
<CAPTION>
Machinery Projects
and in
Land Buildings Equipment Progress Total
---- --------- --------- -------- ------
<S> <C> <C> <C> <C> <C>
Balance at July 28, 1991 $ 56 $ 758 $1,780 $ 328 $2,922
Additions 10 161 297 (107) 361
Acquired assets* - 6 7 - 13
Retirements and sales (2) (36) (106) - (144)
Translation adjustments 3 20 32 2 57
---- ------ ------ ----- ------
Balance at August 2, 1992 67 909 2,010 223 3,209
Additions 1 44 250 76 371
Acquired assets* 43 87 142 - 272
Retirements and sales (2) (54) (105) (1) (162)
Translation adjustments (4) (33) (64) (4) (105)
---- ------ ------ ----- ------
Balance at August 1, 1993 105 953 2,233 294 3,585
ADDITIONS 3 153 374 (109) 421
ACQUIRED ASSETS* - 2 5 - 7
RETIREMENTS AND SALES (2) (30) (175) (1) (208)
TRANSLATION ADJUSTMENTS 4 14 24 1 43
---- ------ ------ ----- ------
BALANCE AT JULY 31, 1994 $110 $1,092 $2,461 $ 185 $3,848
==== ====== ====== ===== ======
</TABLE>
*See "Acquisitions" in Notes to Consolidated Financial Statements.
S-1
<PAGE>
SCHEDULE VI
CAMPBELL SOUP COMPANY AND CONSOLIDATED SUBSIDIARIES
Accumulated Depreciation and Amortization of Property, Plant and Equipment
--------------------------------------------------------------------------
(millions)
<TABLE>
<CAPTION>
Machinery
and
Buildings Equipment Total
--------- --------- ------
<S> <C> <C> <C>
Balance at July 28, 1991 $281 $ 851 $1,132
Additions charged to income 36 164 200
Retirements and sales (20) (87) (107)
Translation adjustments 5 13 18
---- ------ ------
Balance at August 2, 1992 302 941 1,243
Additions charged to income 37 186 223
Retirements and sales (28) (83) (111)
Translation adjustments (9) (26) (35)
---- ------ ------
Balance at August 1, 1993 302 1,018 1,320
ADDITIONS CHARGED TO INCOME 37 200 237
RETIREMENTS AND SALES (8) (112) (120)
TRANSLATION ADJUSTMENTS 3 7 10
---- ------ ------
BALANCE AT JULY 31, 1994 $334 $1,113 $1,447
==== ====== ======
</TABLE>
S-2
<PAGE>
SCHEDULE IX
CAMPBELL SOUP COMPANY AND CONSOLIDATED SUBSIDIARIES
Short-term Borrowings
---------------------
(millions)
<TABLE>
<CAPTION>
Information on short-term borrowings follows:
1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
Maximum amount payable at end of any month
during the year $719 $737 $269
Approximate average amount outstanding
during the year $535 $416 $179
Weighted average interest rate at year-end
4.5% 3.6% 6.2%
Approximate weighted average interest rate
during the year 3.8% 4.2% 7.0%
</TABLE>
See footnote 18 for a description of the general terms of short-term
borrowings.
S-3
<PAGE>
Exhibit (g)(3)
PART I. FINANCIAL INFORMATION
CAMPBELL SOUP COMPANY CONSOLIDATED
STATEMENTS OF EARNINGS
(unaudited)
(million dollars except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------ ----------------------
APRIL April* APRIL April*
28, 1996 30, 1995 28, 1996 30, 1995
--------- --------- --------- --------
<S> <C> <C> <C> <C>
Net sales $1,831 $1,737 $6,038 $5,624
- --------------------------------------------------------------------------------------------------------------------------------
Costs and expenses
Cost of products sold 1,061 1,042 3,449 3,301
Marketing and selling expenses 391 353 1,188 1,066
Administrative expenses 92 79 251 239
Research and development expenses 20 20 61 62
Other expense 21 21 66 48
- --------------------------------------------------------------------------------------------------------------------------------
Total costs and expenses 1,585 1,515 5,015 4,716
- --------------------------------------------------------------------------------------------------------------------------------
Earnings before interest and taxes 246 222 1,023 908
Interest, net 29 32 95 72
- --------------------------------------------------------------------------------------------------------------------------------
Earnings before taxes 217 190 928 836
Taxes on earnings 72 63 307 281
- --------------------------------------------------------------------------------------------------------------------------------
Net earnings $ 145 $ 127 $ 621 $ 555
================================================================================================================================
Per share
Net earnings $ .58 $ .51 $ 2.49 $ 2.23
================================================================================================================================
Dividends $ .345 $ .31 $ 1.00 $ .90
================================================================================================================================
Weighted average shares outstanding 249 249 249 249
================================================================================================================================
</TABLE>
See Notes To Financial Statements
*Reclassified to conform to this year's presentation.
-2-
<PAGE>
CAMPBELL SOUP COMPANY CONSOLIDATED
BALANCE SHEETS
(unaudited)
(million dollars)
<TABLE>
<CAPTION>
APRIL July
28, 1996 30, 1995
-------- ---------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 57 $ 53
Accounts receivable 660 631
Inventories 718 755
Prepaid expenses 142 142
- ----------------------------------------------------------------------------------------------------------------
Total current assets 1,577 1,581
- ----------------------------------------------------------------------------------------------------------------
Plant assets, net of depreciation 2,618 2,584
Intangible assets, net of amortization 1,810 1,715
Other assets 489 435
- ----------------------------------------------------------------------------------------------------------------
Total assets $6,494 $6,315
================================================================================================================
Current liabilities
Notes payable $ 893 $ 865
Payable to suppliers and others 407 556
Accrued liabilities 611 545
Dividend payable 87 78
Accrued income taxes 148 120
- ----------------------------------------------------------------------------------------------------------------
Total current liabilities 2,146 2,164
- ----------------------------------------------------------------------------------------------------------------
Long-term debt 750 857
Nonpension postretirement benefits 463 434
Other liabilities, including deferred
income taxes of $230 and $235 394 392
- ----------------------------------------------------------------------------------------------------------------
Total liabilities 3,753 3,847
- ----------------------------------------------------------------------------------------------------------------
Shareowners' equity
Preferred stock; authorized 40 shares;
none issued - -
Capital stock, $.075 par value; authorized
280 shares; issued 271 shares 20 20
Capital surplus 214 165
Earnings retained in the business 3,127 2,755
Capital stock in treasury, at cost (676) (550)
Cumulative translation adjustments 56 78
- ----------------------------------------------------------------------------------------------------------------
Total shareowners' equity 2,741 2,468
- ----------------------------------------------------------------------------------------------------------------
Total liabilities and shareowners' equity $6,494 $6,315
================================================================================================================
</TABLE>
See Notes to Financial Statements
-3-
<PAGE>
CAMPBELL SOUP COMPANY CONSOLIDATED
STATEMENTS OF CASH FLOWS
(unaudited)
(million dollars)
<TABLE>
<CAPTION>
Nine Months Ended
--------------------------------
April April
28, 1996 30, 1995
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $621 $555
Non-cash charges to net earnings
Depreciation and amortization 241 210
Deferred taxes 5 10
Other, net 59 55
Changes in working capital
Accounts receivable (45) (63)
Inventories 20 122
Other current assets and liabilities (73) (71)
- -------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 828 818
- -------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Purchases of plant assets (266) (229)
Sales of plant assets 29 59
Businesses acquired (149) (1,257)
Sales of businesses 45 11
Net change in other assets and liabilities (80) (38)
- -------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (421) (1,454)
- -------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Long-term borrowings 225 305
Repayments of long-term borrowings (33) (20)
Short-term borrowings 146 916
Repayments of short-term borrowings (419) (238)
Dividends paid (241) (295)
Treasury stock purchased (139) (1)
Treasury stock issued 53 30
- -------------------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by financing activities (408) 697
- -------------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash 5 2
- -------------------------------------------------------------------------------------------------------------------------
Net change in cash and cash equivalents 4 63
Cash and cash equivalents - beginning of period 53 96
- -------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents - end of period $ 57 $159
=========================================================================================================================
</TABLE>
See Notes to Financial Statements
-4-
<PAGE>
CAMPBELL SOUP COMPANY CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREOWNERS' EQUITY
(unaudited)
(million dollars)
<TABLE>
<CAPTION>
Earnings Capital
Retained Stock Cumulative Total
Preferred Capital Capital in the in Translation Shareowners'
Stock Stock Surplus Business Treasury Adjustments Equity
--------- ------- ------- -------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at July 31, 1994 $ - $20 $155 $2,359 $(559) $14 $ 1,989
Net earnings 555 555
Cash dividends ($.90 per share) (224) (224)
Treasury stock purchased (1) (1)
Treasury stock issued under Management
incentive and Stock option plans 8 30 38
Translation adjustments 44 44
- -----------------------------------------------------------------------------------------------------------------------------------
Balance at April 30, 1995 $ - $20 $163 $2,690 $(530) $58 $2,401
===================================================================================================================================
BALANCE AT JULY 30, 1995 $ - $20 $165 $2,755 $(550) $78 $2,468
NET EARNINGS 621 621
CASH DIVIDENDS ($1.00 PER SHARE) (249) (249)
TREASURY STOCK PURCHASED (139) (139)
TREASURY STOCK ISSUED UNDER MANAGEMENT
INCENTIVE AND STOCK OPTION PLANS 49 13 62
TRANSLATION ADJUSTMENTS (22) (22)
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT APRIL 28, 1996 $ - $20 $214 $3,127 $(676) $56 $2,741
===================================================================================================================================
</TABLE>
Changes in Number of Shares (unaudited)
(thousands of shares)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Issued Outstanding In Treasury
--------- ----------- -----------
<S> <C> <C> <C>
Balance at July 31, 1994 271,245 248,319 22,926
Treasury stock purchased (12) 12
Treasury stock issued under Management incentive and
Stock option plans 1,269 (1,269)
- ----------------------------------------------------------------------------------------------------------------------------
Balance at April 30, 1995 271,245 249,576 21,669
============================================================================================================================
BALANCE AT JULY 30, 1995 271,245 249,231 22,014
TREASURY STOCK PURCHASED (2,449) 2,449
TREASURY STOCK ISSUED UNDER MANAGEMENT INCENTIVE AND
STOCK OPTION PLANS 1,706 (1,706)
- ----------------------------------------------------------------------------------------------------------------------------
BALANCE AT APRIL 28, 1996 271,245 248,488 22,757
============================================================================================================================
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
-5-
<PAGE>
CAMPBELL SOUP COMPANY CONSOLIDATED
NOTES TO FINANCIAL STATEMENTS
(unaudited)
(millions)
(a) The financial statements reflect all adjustments which are, in the
opinion of management, necessary for a fair presentation of the
results for the indicated periods. All such adjustments are of a
normal recurring nature.
(b) Net earnings per share are based on the weighted average shares
outstanding during the applicable periods. The potential dilution
from the exercise of stock options is not material.
(c) Inventories
<TABLE>
<CAPTION>
APRIL July
28, 1996 30, 1995
-------- --------
<S> <C> <C>
Raw materials, containers and supplies $288 $317
Finished products 498 505
-----------------------------------------------------------------------------------------------------
786 822
Less - Adjustment of certain inventories to LIFO basis 68 67
-----------------------------------------------------------------------------------------------------
$718 $755
=====================================================================================================
</TABLE>
(d) Divestiture and Restructuring Program
-------------------------------------
On January 28, 1993, the company's Board of Directors approved a
divestiture and restructuring program which specifically identified
six manufacturing plants to be closed and fourteen businesses to be
sold. At the time of the Board's approval, charges of $353 ($300
after tax or $1.19 per share) were recorded for the estimated loss
on disposition of plant assets, cost of closing each plant and loss
on each business divestiture. Based on current estimates, existing
reserves are adequate to cover expected losses on the remaining
businesses to be sold and finalizing other activities. The company
plans to complete the program in 1996. A summary of the original
reserves and activity through April 28, 1996 follows:
<TABLE>
<CAPTION>
Original Balance BALANCE
Reserves Activity 7/30/95 Activity 4/28/96
--------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Loss on disposal of assets $275 $(197) $78 $(1) $77
Other 78 (60) 18 (4) 14
---------------------------------------------------------------------------------------------------------
Total $353 $(257) $96 $(5) $91
=========================================================================================================
Current $153 $96 $91
Non-current 200 - -
---------------------------------------------------------------------------------------------------------
Total $353 $96 $91
=========================================================================================================
</TABLE>
-6-
<PAGE>
Exhibit (g)(4)
PART I. FINANCIAL INFORMATION
CAMPBELL SOUP COMPANY CONSOLIDATED
STATEMENTS OF EARNINGS
(unaudited)
(million dollars except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------- -------------------------
JANUARY January* JANUARY January*
28, 1996 29, 1995 28, 1996 29, 1995
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
Net sales $2,217 $2,031 $4,207 $3,887
- -----------------------------------------------------------------------------------------------------------------------------
Costs and expenses
Cost of products sold 1,247 1,174 2,390 2,259
Marketing and selling expenses 438 381 797 713
Administrative expenses 76 81 157 160
Research and development expenses 21 23 41 42
Other expense 20 10 45 27
- -----------------------------------------------------------------------------------------------------------------------------
Total costs and expenses 1,802 1,669 3,430 3,201
- -----------------------------------------------------------------------------------------------------------------------------
Earnings before interest and taxes 415 362 777 686
Interest, net 31 14 66 40
- -----------------------------------------------------------------------------------------------------------------------------
Earnings before taxes 384 348 711 646
Taxes on earnings 126 117 235 218
- -----------------------------------------------------------------------------------------------------------------------------
Net earnings $ 258 $ 231 $ 476 $ 428
=============================================================================================================================
Per share
Net earnings $ 1.03 $ .93 $ 1.91 $ 1.72
=============================================================================================================================
Dividends $ .35 $ .31 $ .66 $ .59
=============================================================================================================================
Weighted average shares outstanding 249 249 249 249
=============================================================================================================================
</TABLE>
See Notes To Financial Statements
*Reclassified to conform to this year's presentation
-2-
<PAGE>
CAMPBELL SOUP COMPANY CONSOLIDATED
BALANCE SHEETS
(unaudited)
(million dollars)
<TABLE>
<CAPTION>
JANUARY July
28, 1996 30, 1995
-------- --------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 56 $ 53
Accounts receivable 806 631
Inventories 743 755
Prepaid expenses 147 142
-----------------------------------------------------------------------------------------------
Total current assets 1,752 1,581
-----------------------------------------------------------------------------------------------
Plant assets, net of depreciation 2,577 2,584
Intangible assets, net of amortization 1,798 1,715
Other assets 449 435
-----------------------------------------------------------------------------------------------
Total assets $ 6,576 $ 6,315
===============================================================================================
Current liabilities
Notes payable $ 575 $ 865
Payable to suppliers and others 497 556
Accrued liabilities 612 545
Dividend payable 87 78
Accrued income taxes 170 120
-----------------------------------------------------------------------------------------------
Total current liabilities 1,941 2,164
-----------------------------------------------------------------------------------------------
Long-term debt 1,050 857
Nonpension postretirement benefits 454 434
Other liabilities, including deferred
income taxes of $239 and $235 398 392
-----------------------------------------------------------------------------------------------
Total liabilities 3,843 3,847
-----------------------------------------------------------------------------------------------
Shareowners' equity
Preferred stock; authorized 40 shares;
none issued - -
Capital stock, $.075 par value; authorized
280 shares; issued 271 shares 20 20
Capital surplus 197 165
Earnings retained in the business 3,068 2,755
Capital stock in treasury, at cost (577) (550)
Cumulative translation adjustments 25 78
-----------------------------------------------------------------------------------------------
Total shareowners' equity 2,733 2,468
-----------------------------------------------------------------------------------------------
Total liabilities and shareowners' equity $ 6,576 $ 6,315
===============================================================================================
</TABLE>
See Notes to Financial Statements
-3-
<PAGE>
CAMPBELL SOUP COMPANY CONSOLIDATED
STATEMENTS OF CASH FLOWS
(unaudited)
(million dollars)
<TABLE>
<CAPTION>
Six Months Ended
------------------------------------
JANUARY January
28, 1996 29, 1995
-------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $476 $428
Non-cash charges to net earnings
Depreciation and amortization 159 143
Deferred taxes 4 4
Other, net 49 41
Changes in working capital
Accounts receivable (195) (194)
Inventories (8) 58
Other current assets and liabilities 41 (5)
------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 526 475
------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Purchases of plant assets (165) (137)
Sales of plant assets 7 16
Businesses acquired (142) (194)
Sales of businesses 45 5
Net change in other assets and liabilities (5) 5
------------------------------------------------------------------------------------------------------
Net cash used in investing activities (260) (305)
------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Long-term borrowings 221 3
Repayments of long-term borrowings (27) (17)
Short-term borrowings 58 (70)
Repayments of short-term borrowings (347) 63
Dividends paid (155) (140)
Treasury stock purchased (40) -
Treasury stock issued 34 15
------------------------------------------------------------------------------------------------------
Net cash used in financing activities (256) (146)
------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash (7) (6)
------------------------------------------------------------------------------------------------------
Net change in cash and cash equivalents 3 18
Cash and cash equivalents - beginning of period 53 96
------------------------------------------------------------------------------------------------------
Cash and cash equivalents - end of period $ 56 $114
======================================================================================================
</TABLE>
See Notes to Financial Statements
-4-
<PAGE>
CAMPBELL SOUP COMPANY CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREOWNERS' EQUITY
(unaudited)
(million dollars)
<TABLE>
<CAPTION>
Earnings Capital
Retained Stock Cumulative Total
Preferred Capital Capital in the in Translation Shareowners'
Stock Stock Surplus Business Treasury Adjustments Equity
--------- ------- ------- -------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at July 31, 1994 $ - $20 $155 $2,359 $(559) $14 $1,989
Net earnings 428 428
Cash dividends ($.59 per share) (147) (147)
Treasury stock purchased (1) (1)
Treasury stock issued under Management
incentive and Stock option plans 6 16 22
Translation adjustments 25 25
---------------------------------------------------------------------------------------------------------------------------------
Balance at January 29, 1995 $ - $20 $161 $2,640 $(544) $39 $2,316
=================================================================================================================================
BALANCE AT JULY 30, 1995 $ - $20 $165 $2,755 $(550) $78 $2,468
NET EARNINGS 476 476
CASH DIVIDENDS ($.66 PER SHARE) (163) (163)
TREASURY STOCK PURCHASED (38) (38)
TREASURY STOCK ISSUED UNDER MANAGEMENT
INCENTIVE AND STOCK OPTION PLANS 32 11 43
TRANSLATION ADJUSTMENTS (53) (53)
---------------------------------------------------------------------------------------------------------------------------------
BALANCE AT JANUARY 28, 1996 $ - $20 $197 $3,068 $(577) $25 $2,733
=================================================================================================================================
</TABLE>
Changes in Number of Shares (unaudited)
(thousands of shares)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Issued Outstanding In Treasury
------ ----------- -----------
<S> <C> <C> <C>
Balance at July 31, 1994 271,245 248,319 22,926
Treasury stock purchased (12) 12
Treasury stock issued under Management incentive and Stock option plans 596 (596)
---------------------------------------------------------------------------------------------------------------------------------
Balance at January 29, 1995 271,245 248,903 22,342
=================================================================================================================================
BALANCE AT JULY 30, 1995 271,245 249,231 22,014
TREASURY STOCK PURCHASED (833) 833
TREASURY STOCK ISSUED UNDER MANAGEMENT INCENTIVE AND STOCK OPTION PLANS 1,281 (1,281)
---------------------------------------------------------------------------------------------------------------------------------
BALANCE AT JANUARY 28, 1996 271,245 249,679 21,566
=================================================================================================================================
</TABLE>
See Notes to Financial Statements
-5-
<PAGE>
CAMPBELL SOUP COMPANY CONSOLIDATED
NOTES TO FINANCIAL STATEMENTS
(unaudited)
(millions)
(a) The financial statements reflect all adjustments which are, in the
opinion of management, necessary for a fair presentation of the results
for the indicated periods. All such adjustments are of a normal
recurring nature.
(b) Net earnings per share are based on the weighted average shares
outstanding during the applicable periods. The potential dilution from
the exercise of stock options is not material.
(c) Inventories
<TABLE>
<CAPTION>
JANUARY July
28, 1996 30, 1995
-------- --------
<S> <C> <C>
Raw materials, containers and supplies $321 $317
Finished products 493 505
-------------------------------------------------------------------------------------------
814 822
Less - Adjustment of certain inventories
to LIFO basis 71 67
-------------------------------------------------------------------------------------------
$743 $755
===========================================================================================
</TABLE>
(d) Divestiture and Restructuring Program
-------------------------------------
On January 28, 1993, the company's Board of Directors approved a
divestiture and restructuring program which specifically identified six
manufacturing plants to be closed and fourteen businesses to be sold. At
the time of the Board's approval, charges of $353 ($300 after tax or
$1.19 per share) were recorded for the estimated loss on disposition of
plant assets, cost of closing each plant and loss on each business
divestiture. During the second quarter of 1996, one business was sold.
Based on current estimates, existing reserves are adequate to cover
expected losses on the remaining businesses to be sold and finalizing
other activities. The company plans to complete the program in 1996. A
summary of the original reserves and activity through January 28, 1996
follows:
<TABLE>
<CAPTION>
Original Balance BALANCE
Reserves Activity 7/30/95 Activity 1/28/96
-------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C>
Loss on disposal of assets $275 $(197) $78 $(1) $77
Severance and other 78 (60) 18 (3) 15
------------------------------------------------------------------------------------------------
Total $353 $(257) $96 $(4) $92
================================================================================================
Current $153 $96 $92
Non-current 200 - -
------------------------------------------------------------------------------------------------
Total $353 $96 $92
================================================================================================
</TABLE>
-6-
<PAGE>
Exhibit (g)(5)
PART I. FINANCIAL INFORMATION
CAMPBELL SOUP COMPANY CONSOLIDATED
STATEMENTS OF EARNINGS
(unaudited)
(million dollars except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
------------------------
OCTOBER October*
29, 1995 30, 1994
----------- ------------
<S> <C> <C>
Net sales $1,990 $1,856
- --------------------------------------------------------------------------------
Costs and expenses
Cost of products sold 1,143 1,085
Marketing and selling expenses 358 332
Administrative expenses 83 80
Research and development expenses 20 18
Other expense 24 18
- --------------------------------------------------------------------------------
Total costs and expenses 1,628 1,533
- --------------------------------------------------------------------------------
Earnings before interest and taxes 362 323
Interest, net 35 25
- --------------------------------------------------------------------------------
Earnings before taxes 327 298
Taxes on earnings 108 101
- --------------------------------------------------------------------------------
Net earnings $ 219 $ 197
================================================================================
Per share
Net earnings $.88 $.79
================================================================================
Dividends $.31 $.28
================================================================================
Weighted average shares outstanding 249 249
================================================================================
</TABLE>
See Notes To Financial Statements
*Reclassified to conform to this year's presentation
-2-
<PAGE>
CAMPBELL SOUP COMPANY CONSOLIDATED
BALANCE SHEETS
(unaudited)
(million dollars)
<TABLE>
<CAPTION>
OCTOBER July
29, 1995 30, 1995
-------- --------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 69 $ 53
Accounts receivable 855 631
Inventories 900 755
Prepaid expenses 145 142
- ----------------------------------------------------------------------------------
Total current assets 1,969 1,581
- ----------------------------------------------------------------------------------
Plant assets, net of depreciation 2,595 2,584
Intangible assets, net of amortization 1,808 1,715
Other assets 431 435
- ----------------------------------------------------------------------------------
Total assets $6,803 $6,315
==================================================================================
Current liabilities
Notes payable $1,083 $ 865
Payable to suppliers and others 578 556
Accrued liabilities 590 545
Dividend payable 77 78
Accrued income taxes 186 120
- ----------------------------------------------------------------------------------
Total current liabilities 2,514 2,164
- ----------------------------------------------------------------------------------
Long-term debt 852 857
Nonpension postretirement benefits 447 434
Other liabilities, including deferred
income taxes of $241 and $235 406 392
- ----------------------------------------------------------------------------------
Total liabilities 4,219 3,847
- ----------------------------------------------------------------------------------
Shareowners' equity
Preferred stock; authorized 40 shares;
none issued - -
Capital stock, $.075 par value; authorized
280 shares; issued 271 shares 20 20
Capital surplus 171 165
Earnings retained in the business 2,897 2,755
Capital stock in treasury, at cost (581) (550)
Cumulative translation adjustments 77 78
- ----------------------------------------------------------------------------------
Total shareowners' equity 2,584 2,468
- ----------------------------------------------------------------------------------
Total liabilities and shareowners' equity $6,803 $6,315
==================================================================================
</TABLE>
See Notes to Financial Statements
-3-
<PAGE>
CAMPBELL SOUP COMPANY CONSOLIDATED
STATEMENTS OF CASH FLOWS
(unaudited)
(million dollars)
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------
OCTOBER October
29, 1995 30, 1994
-------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $219 $197
Non-cash charges to net earnings
Depreciation and amortization 78 63
Deferred taxes 6 -
Other, net 26 24
Changes in working capital
Accounts receivable (226) (188)
Inventories (147) (94)
Other current assets and liabilities 134 88
- ------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 90 90
- ------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Purchases of plant assets (79) (60)
Sales of plant assets 6 3
Businesses acquired (107) (177)
Sales of businesses - 3
Net change in other assets and liabilities (6) 4
- ------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (186) (227)
- ------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Long-term borrowings - 3
Repayments of long-term borrowings (5) (4)
Short-term borrowings 322 221
Repayments of short-term borrowings (104) (17)
Dividends paid (77) (70)
Treasury stock purchased (40) -
Treasury stock issued 11 5
- ------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 107 138
- ------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash 5 5
- ------------------------------------------------------------------------------------------------------------------
Net change in cash and cash equivalents 16 6
Cash and cash equivalents - beginning of period 53 96
- ------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents - end of period $ 69 $102
==================================================================================================================
</TABLE>
See Notes to Financial Statements
-4-
<PAGE>
CAMPBELL SOUP COMPANY CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREOWNERS' EQUITY
(unaudited)
(million dollars)
<TABLE>
<CAPTION>
Earnings Capital
Retained Stock Cumulative Total
Preferred Capital Capital in the in Translation Shareowners'
Stock Stock Surplus Business Treasury Adjustments Equity
--------- ------- ------- ---------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at July 31, 1994 $ - $20 $155 $2,359 $(559) $14 $1,989
Net earnings 197 197
Cash dividends ($.28 per share) (70) (70)
Treasury stock purchased (1) (1)
Treasury stock issued under Management
incentive and Stock option plans 4 5 9
Translation adjustments 31 31
- -----------------------------------------------------------------------------------------------------------------------------------
Balance at October 30, 1994 $ - $20 $159 $2,486 $(555) $45 $2,155
===================================================================================================================================
BALANCE AT JULY 30, 1995 $ - $20 $165 $2,755 $(550) $78 $2,468
NET EARNINGS 219 219
CASH DIVIDENDS ($.31 PER SHARE) (77) (77)
TREASURY STOCK PURCHASED (38) (38)
TREASURY STOCK ISSUED UNDER MANAGEMENT
INCENTIVE AND STOCK OPTION PLANS 6 7 13
TRANSLATION ADJUSTMENTS (1) (1)
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT OCTOBER 29, 1995 $ - $20 $171 $2,897 $(581) $77 $2,584
===================================================================================================================================
<CAPTION>
CHANGES IN NUMBER OF SHARES (UNAUDITED)
---------------------------------------
(THOUSANDS OF SHARES)
- -----------------------------------------------------------------------------------------------------------------------------------
Issued Outstanding In Treasury
------ ----------- -----------------
<S> <C> <C> <C>
Balance at July 31, 1994 271,245 248,319 22,926
Treasury stock purchased (12) 12
Treasury stock issued under Management incentive and Stock option plans 197 (197)
- -----------------------------------------------------------------------------------------------------------------------------------
Balance at October 30, 1994 271,245 248,504 22,741
===================================================================================================================================
BALANCE AT JULY 30, 1995 271,245 249,231 22,014
TREASURY STOCK PURCHASED (833) 833
TREASURY STOCK ISSUED UNDER MANAGEMENT INCENTIVE AND STOCK OPTION PLANS 540 (540)
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT OCTOBER 29, 1995 271,245 248,938 22,307
===================================================================================================================================
</TABLE>
See Notes to Financial Statements
-5-
<PAGE>
CAMPBELL SOUP COMPANY CONSOLIDATED
NOTES TO FINANCIAL STATEMENTS
(unaudited)
(millions)
(a) The financial statements reflect all adjustments which are, in the
opinion of management, necessary for a fair presentation of the
results for the indicated periods. All such adjustments are of a
normal recurring nature.
(b) Net earnings per share are based on the weighted average shares
outstanding during the applicable periods. The potential dilution
from the exercise of stock options is not material.
(c) Inventories
<TABLE>
<CAPTION>
OCTOBER July
29, 1995 30, 1995
-------- --------
<S> <C> <C>
Raw materials, containers and supplies $367 $317
Finished products 600 505
---------------------------------------------------------------------------
967 822
Less - Adjustment of certain inventories
to LIFO basis 67 67
---------------------------------------------------------------------------
$900 $755
===========================================================================
</TABLE>
(d) Divestiture and Restructuring Program
On January 28, 1993, the company's Board of Directors approved a
divestiture and restructuring program which specifically identified
six manufacturing plants to be closed and fourteen businesses to be
sold. At the time of the Board's approval, charges of $353 ($300
after tax or $1.19 per share) were recorded for the estimated loss on
disposition of plant assets, cost of closing each plant and loss on
each business divestiture. During the first quarter of 1996, two
businesses were sold. A summary of the original reserve and charges
through October 29, 1995 is as follows:
<TABLE>
Original Balance BALANCE
Reserves Charges 7/30/95 Charges 10/29/95
--------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Loss on disposal of assets $275 $(197) $78 $(1) $77
Severance and benefits 52 (47) 5 (2) 3
Other 26 (13) 13 - 13
- --------------------------------------------------------------------------------------------------------------
Total $353 $(257) $96 $(3) $93
==============================================================================================================
Current $153 $96 $93
Non-current 200 - -
- --------------------------------------------------------------------------------------------------------------
Total $353 $96 $93
==============================================================================================================
</TABLE>
-6-
<PAGE>
Exhibit (g)(6)
CAMPBELL ANNOUNCES RECORD SALES AND EARNINGS FOR FOURTH QUARTER AND 1996 FISCAL
YEAR
EARNINGS SURGE 15 PERCENT FOR YEAR
CAMDEN, N.J. -- SEPTEMBER 4, 1996 -- Campbell Soup Company (NYSE: CPB) today
announced record sales and earnings for its fiscal 1996 fourth quarter and full
year ended July 28. Net sales for the year of $7.68 billion were up 6 percent
over the $7.25 billion reported last year. Net earnings were $802 million, up
15 percent versus last year's $698 million. Earnings per share were $3.22, up
15 percent over $2.80 for fiscal 1995.
For the fourth quarter, net sales increased 1 percent to $1.64 billion
versus $1.63 billion for the comparable quarter last year. Net earnings
increased 26 percent to $180 million or $.73 per share, versus $143 million or
$.57 per share for the comparable quarter last year.
"Six straight years of record results point to a future that brims with
promise," said David W. Johnson, Campbell Chairman, President, and Chief
Executive Officer. "Worldwide soup unit volume was up 2 percent led by a 7
percent increase outside the U.S., on top of 8 percent last year. The best news
was ending the earnings dilution from our largest acquisition ever, 'Pace'
Mexican sauces."
HIGHLIGHTS OF F96
U.S.A.
U.S. sales grew by 6 percent during the fiscal year, reaching a record
$4.56 billion, compared to $4.30 billion last year. Acquisitions
contributed over 50 percent of the sales growth. Operating earnings rose 17
percent to $1.03 billion. Canned soup volume increased 3 percent driven by
chicken noodle soup, revitalized with 33% more meat, and strong growth from
"Chunky" ready-to-serve soups and "Swanson" broths.
<PAGE>
Pace Mexican sauces contributed dramatically to both sales and operating
earnings growth in the year. In the fourth quarter, Pace enjoyed double-digit
sales growth and doubled its earnings, confirming the vitality of that
acquisition. Food Service bounded forward on new initiatives such as chicken pot
pies for the away-from-home market. "Prego" spaghetti sauce and "Vlasic"
pickles also reported strong volume gains.
BAKERY & CONFECTIONERY
The division's sales grew 8 percent in fiscal 1996 to $1.72 billion, from
$1.60 billion last year. Annual operating earnings increased 8 percent to $197
million, led by very strong performances from Pepperidge Farm and Godiva.
All Pepperidge Farm units recorded sales and earnings gains. Standout
performances by "Goldfish" crackers and new fat-free cookies delivered double-
digit volume growth, as new marketing campaigns won consumer acceptance.
Frozen garlic breads enjoyed another year of phenomenal growth with volume up
nearly 30 percent.
Godiva chocolates also achieved double-digit sales growth and a leap in
profitability from continued expansion in the U.S. and Japan and productivity
improvements in Europe.
Delacre and Arnotts experienced earnings softness and both of these
companies are focusing on revitalizing their core businesses.
INTERNATIONAL GROCERY
The division's sales reached $1.48 billion in fiscal 1996, up 5 percent
from $1.41 billion last year. Operating earnings, hurt by Europe-wide decline
in beef sales, rose 1 percent to $136 million. Recently acquired "Homepride"
sauces in the UK contributed significantly to growth in sales and earnings.
Operating earnings in Mexico fell by $4 million due to persistent economic
difficulties.
2
<PAGE>
GENERAL
Fourth quarter results include a one-time net gain of $.05 per share from
the sale of assets such as Mrs. Paul's frozen seafood business. During the
quarter, Campbell also divested its olive business which completed a prior year
restructuring program.
3
<PAGE>
CAMPBELL SOUP COMPANY CONSOLIDATED
STATEMENT OF EARNINGS
(millions, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------
July July*
28, 1996 30, 1995
--------- ---------
<S> <C> <C>
Net Sales $ 1,640 $ 1,626
Cost and expenses
Cost of products sold 912 954
Selling, general and
administrative expenses 434 433
--------- ---------
1,346 1,387
--------- ---------
Earnings before interest and taxes
Interest, net 294 239
Earnings before taxes 25 33
--------- ---------
269 206
Taxes on earnings 89 63
--------- ---------
Net earnings $ 180 $ 143
--------- ---------
Per Share
Net earnings $ .73 $ .57
========= =========
Dividends $ .345 $ .31
========= =========
Average shares outstanding (weighted) 248 250
--------- ---------
</TABLE>
* Reclassified to conform with this year's presentation.
4
<PAGE>
CAMPBELL SOUP COMPANY CONSOLIDATED
STATEMENT OF EARNINGS
(millions, except per share amounts)
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
--------------------
July July*
--------- ---------
28, 1996 30, 1995
--------- ---------
<S> <C> <C>
Net Sales $ 7,678 $ 7,250
Cost and expenses
Cost of products sold 4,363 4,255
Selling, general and
administrative expenses 1,998 1,848
--------- ---------
6,361 6,103
--------- ---------
Earnings before interest and taxes
Interest, net 1,317 1,147
Earnings before taxes 120 105
--------- ---------
1,197 1,042
--------- ---------
Taxes on earnings 395 344
--------- ---------
Net earnings $ 802 $ 698
--------- ---------
Per Share
Net earnings $ 3.22 $ 2.80
========= =========
Dividends $ 1.35 $ 1.21
========= =========
Average shares outstanding (weighted) 249 249
--------- ---------
</TABLE>
* Reclassified to conform with this year's presentation.
5
<PAGE>
CAMPBELL SOUP COMPANY CONSOLIDATED
SUPPLEMENTAL SCHEDULE OF SALES AND EARNINGS
(million, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------
July July Percent
-------- -------- -------
28, 1996 30, 1995 Change
-------- -------- -------
Sales
- -----
<S> <C> <C> <C>
Contributions: $ 907.8 $ 930.4 -2%
U.S.A.
Bakery & Confectionery 429.1 379.5* 13%
International Grocery 323.5 329.1 -2%
Interdivision (19.9) (13.4)
--------- ---------
Total Sales $ 1,640.5 $ 1,625.6 1%
--------- ---------
Earnings
- --------
Contributions:
U.S.A. $ 221.5 $ 182.9 21%
Bakery & Confectionery 48.9 42.9 14%
International Grocery 30.2 31.7 -5%
--------- ---------
Total operating earnings 300.6 257.5 17%
Unallocated corporate expenses (6.9) (18.2)
--------- ---------
Earnings before interest and taxes 293.7 239.3 23%
Interest, net (24.8) (33.1)
Taxes on earnings (88.5) (63.2)
--------- ---------
Net earnings $ 180.4 $ 143.0 26%
========= =========
Net earnings per share $ .73 $ .57 28%
========= =========
</TABLE>
* Reclassified to conform with this year's presentation.
6
<PAGE>
CAMPBELL SOUP COMPANY CONSOLIDATED
SUPPLEMENTAL SCHEDULE OF SALES AND EARNINGS
(million, except per share amounts)
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
---------------------------------
July 28, July 30, Percent
--------- --------- -------
1996 1995 Change
--------- ---------- -------
Sales
- -----
<S> <C> <C> <C>
Contributions: $ 4,561.1 $ 4,295.2 6%
U.S.A.
Bakery & Confectionery 1,722.0 1,599.3 * 8%
International Grocery 1,476.3 1,411.3 5%
Interdivision (81.2) (56.8)
--------- ----------
Total Sales 6%
$ 7,678.2 $ 7,249.6
--------- ----------
Earnings
- --------
Contributions:
U.S.A. $ 1,033.3 $ 885.0 17%
Bakery & Confectionery 197.2 182.1 8%
International Grocery 135.7 135.0 1%
--------- ----------
Total operating earnings 1,366.2 1,202.1 14%
Unallocated corporate expenses (49.4) (55.1)
--------- ----------
Earnings before interest and taxes 1,316.8 1,147.0 15%
Interest, net (120.1) (105.2)
Taxes on earnings (394.9) (343.8)
--------- ----------
Net earnings $ 801.8 $ 698.0 15%
--------- ----------
Net earnings per share $ 3.22 $ 2.80 15%
========= ==========
</TABLE>
* Reclassified to conform with this year's presentation.
7
<PAGE>
CAMPBELL SOUP COMPANY CONSOLIDATED
BALANCE SHEET
(millions)
<TABLE>
<CAPTION>
July 28, July 30,
--------- ---------
1996 1995
--------- ---------
<S> <C> <C>
Current Assets $ 1,618 $ 1,581
Plant Assets, Net 2,681 2,584
Intangible assets, net 1,808 1,715
Other Assets 525 435
--------- ---------
$ 6,632 $ 6,315
========= =========
Current Liabilities $ 2,229 $ 2,164
Long-Term debt 744 857
Nonpension postretirement benefits 452 434
Other Liabilities 465 392
Shareowner's equity 2,742 2,468
--------- ---------
$ 6,632 $ 6,315
========= =========
Total Debt $ 1,609 $ 1,722
========= =========
</TABLE>
8
<PAGE>
Exhibit (g)(7)
1. CAMPBELL ACQUIRES ERASCO GROUP, GERMANY'S LEADING CANNED SOUP BUSINESS
MOVE PROVIDES PLATFORM FOR ACCELERATED GROWTH IN LARGEST COMMERCIAL SOUP
MARKET OUTSIDE US
CAMDEN, NJ -- SEPTEMBER 5, 1996 -- IN A STRONG MOVE TO GROW ITS CORE
BUSINESSES OUTSIDE THE UNITED STATES, CAMPBELL SOUP COMPANY (NYSE:CPB) TODAY
ANNOUNCED AGREEMENT ON A MAJOR ACQUISITION IN GERMANY -- THE LARGEST COMMERCIAL
SOUP MARKET OUTSIDE THE U.S. -- THAT WILL TRANSFORM CAMPBELL INTO A DRIVING
FORCE IN EUROPE. CAMPBELL HAS AGREED TO PURCHASE THE ERASCO GROUP OF COMPANIES
(ERASCO) FROM GRAND METROPOLITAN FOR APPROXIMATELY US$210 MILLION.
ERASCO IS GERMANY'S LEADING MANUFACTURER AND MARKETER OF CANNED SOUP
AND "EINTOPF" (HEARTY STEWS) PRODUCTS UNDER THE "ERASCO", "GEWIKO", "JOKISCH"
AND "JURGEN LANGBEIN" BRANDS. ERASCO ALSO IS A LEADING MARKETER OF
SHELF-STABLE READY MEAL BRANDS THROUGHOUT GERMANY. IT HAS SALES OF
APPROXIMATELY US$223 MILLION. ERASCO HAS APPROXIMATELY 900 EMPLOYEES
THROUGHOUT GERMANY AND MANUFACTURING FACILITIES IN LUBECK, PREETZ, MAGDEBURG
AND KALTENKIRCHEN.
"WE ARE FOCUSING OUR RESOURCES TO DRIVE GROWTH IN OUR CORE BUSINESS IN
AN IMPORTANT WORLD MARKET. ERASCO PROVIDES US A VALUABLE PLATFORM IN GERMANY
IN TERMS OF HEAT-PROCESSED MANUFACTURING, DISTRIBUTION, MARKETING,
INFRASTRUCTURE AND BRAND STRENGTH," SAID DAVID W. JOHNSON, CAMPBELL SOUP
COMPANY CHAIRMAN, PRESIDENT AND CEO.
"TOGETHER WITH OUR OTHER BUSINESSES, ERASCO WILL ACCELERATE OUR GROWTH
IN HEAT-PROCESSED FOODS THROUGHOUT GERMANY AND ACROSS THE EUROPEAN UNION.
AGAIN, WE PROCLAIM TO THE WORLD THAT 'SOUP' IS OUR MIDDLE NAME. JOINING ERASCO
TO OUR POWERHOUSE BRANDS SECURES CAMPBELL SOUP LEADERSHIP IN EUROPE."
MARTY THRASHER, PRESIDENT OF CAMPBELL'S INTERNATIONAL GROCERY DIVISION
CITED ERASCO'S BRAND STRENGTH AND THE OPPORTUNITIES IN BOTH THE GERMAN AND
EUROPEAN MARKETS. "GERMANS EAT SIX TIMES MORE SOUP PER CAPITA THAN U.S.
CONSUMERS. BEYOND ERASCO'S LEADING MARKET POSITION, WE SEE SIGNIFICANT
OPPORTUNITY TO GROW GERMANY'S APPROXIMATELY US$1 BILLION COMMERCIAL SOUP
CATEGORY."
"ERASCO IS A PERFECT FIT FOR CAMPBELL SOUP COMPANY. IT IS A POWER
BRAND IN GERMANY AND BRANDS ARE OUR LIFEBLOOD. TEAMED WITH OUR FOCUS ON
BRANDED SOUP, WE SEE EXCITING POTENTIAL IN ERASCO," SAID THRASHER.
THE ERASCO ACQUISITION FOLLOWS A SERIES OF KEY INTERNATIONAL MOVES BY
CAMPBELL TO GROW CORE BUSINESSES OVERSEAS INCLUDING:
- THE FORMATION OF A JOINT VENTURE BETWEEN GODIVA CHOCOLATIER AND J.
OSAWA LTD., A JAPANESE SPECIALTY TRADING COMPANY IN SEPTEMBER 1996.
THE NEW
2
<PAGE>
3
VENTURE, GOURMAND JAPAN K.K., WILL IMMEDIATELY OPERATE 33 GODIVA
RETAIL STORES IN JAPAN. THE FOCUS WILL BE ON ACCELERATING SALES GROWTH
THROUGH STORE EXPANSION. PLANS CALL FOR ADDING 20 STORES BY THE YEAR
2000. GODIVA IS THE LEADING PREMIUM CHOCOLATE IN JAPAN;
- ACQUISITION OF KETTLE CHIP COMPANY IN JULY 1996 BY ARNOTTS,
AUSTRALIA'S LEADING COOKIE COMPANY, OF WHICH CAMPBELL IS MAJORITY
OWNER, AS PART OF ITS EXPANSION INTO SNACKS. KETTLE CHIP HAS GAINED 6
PERCENT OF THE AUSTRALIAN CHIP MARKET SINCE ITS FOUNDING IN 1989;
- ACQUISITION OF CHEONG CHAN IN MALAYSIA IN DECEMBER 1995, GIVING
CAMPBELL ITS FIRST MANUFACTURING FACILITY IN ASIA AND DISTRIBUTION
THROUGHOUT THE ASEAN COUNTRIES OF MALAYSIA, SINGAPORE, INDONESIA,
BRUNEI, THAILAND, THE PHILLIPINES AND VIETNAM;
- ACQUISITION OF HOMEPRIDE COOKING SAUCES IN THE UNITED KINGDOM IN
AUGUST 1995, THE TOP COOKING SAUCE BRAND THERE;
- THE FORMATION OF FT HELIOS ARNOTTS LIMITED, THE COMPANY'S FIRST ASIAN
BISCUIT MANUFACTURING JOINT VENTURE WITH ARNOTTS LIMITED (A BISCUIT
COMPANY OF WHICH CAMPBELLS OWNS MAJORITY CONTROL IN AUSTRALIA) AND
HELIOS FOODS, PART OF THE KALBE FARMA GROUP -- ONE OF INDONESIA'S
LARGEST BUSINESS CONGLOMERATES;
- THE FORMATION OF A JOINT VENTURE WITH NAKANO VINEGAR COMPANY, A
WELL-ESTABLISHED FOOD COMPANY IN JAPAN, TO MARKET AND DISTRIBUTE
CAMPBELL SOUPS;
- AND ON-GOING EXPANSION OF ITS CURRENT BUSINESSES IN HONG KONG,
CHINA, TAIWAN, KOREA, AUSTRALIA, THE PHILIPPINES, INDONESIA AND
SINGAPORE. CAMPBELL EXPORTS SOUPS, TOMATO AND VEGETABLE JUICES AND
BISCUITS (COOKIES) INTO ASIA FROM PLANTS IN THE U.S. AND AUSTRALIA.
CAMPBELL SOUP COMPANY IS THE WORLD'S LARGEST PRODUCER OF SOUPS. ITS
BRANDS COMMAND AN 80 PERCENT SHARE OF THE WET SOUP MARKET IN NORTH AMERICA. THE
ACQUISITION IS CONTINGENT ON GOVERNMENT APPROVAL AND SHOULD BE COMPLETED IN THE
FALL.
###
2. CAMPBELL TO LAUNCH MAJOR "DUTCH AUCTION" SHARE REPURCHASE
CAMDEN, N.J., SEPTEMBER 5, 1996 -- Campbell Soup Company announced today
that its Board of Directors has authorized a "Dutch auction" share repurchase
valued at $1.5 billion. An open market purchase program for approximately $1
billion over two years will follow the Dutch auction. The share repurchase
programs are part of a comprehensive set of initiatives designed to build
shareowner wealth. The authorization for $2.5 billion for share repurchases
represents approximately 15% of Campbell's current market value.
"Share repurchases, which reduce our cost of capital, will henceforth
be a conscious element of our long-term drive to build shareowner wealth. This
marks a major departure from our past practice in which we bought back shares
primarily to prevent dilution of ownership," said David W. Johnson, Campbell
Chairman, President and Chief Executive
3
<PAGE>
4
Officer. "Share repurchases will accelerate EPS growth, which in turn will
enhance share valuation, building shareowner wealth."
The company announced that the price range and other details of the
offer will be released next week. Campbell reported that it has been advised
that no directors or officers will be tendering into the offer.
"The share repurchases will be financed with additional debt," said
Basil L. Anderson, Senior Vice President - Finance, Chief Financial Officer and
Treasurer. "Campbell's strong cash flow provides ample room to repurchase
shares, while at the same time growing our business. By shifting financing from
equity to debt, Campbell will be able to lower its cost of capital and increase
the returns to its shareowners."
# # #
3. INITIATIVES TO DRIVE GROWTH
MAJOR ONE-TIME STOCK BUYBACK, ACQUISITION,
BRAND-BUILDING AND RECONFIGURED OPERATIONS
ARE KEY ELEMENTS OF COMPREHENSIVE STRATEGIC GROWTH PLAN
CAMDEN, NJ -- SEPTEMBER 5, 1996 -- Campbell Soup Company (NYSE: CPB) today
announced a set of strategic brand-building and organizational actions to
accelerate its sales and earnings growth and fulfill the company's vision of
"Best in Show."
"We are poised for breaking away from our competitors in the food
industry," David W. Johnson, Campbell Chairman, President, and Chief Executive
Officer said. "This strategic growth plan is designed to vault our company into
the ranks of the world's renowned consumer goods companies, in terms of
financial profile and market multiple."
Actions center on strengthening Campbell's powerhouse brands through
growth of new and existing products and through strategic acquisitions,
according to announcements made today by Johnson. Funding for those investments
will come from improved asset utilization, including plant rationalization
plans, organizational efficiencies and divestitures.
Two major elements of the Campbell growth plan are a $2.5 billion stock
repurchase program, and the acquisition of the Erasco Group, Germany's leading
canned soup company, from Grand Metropolitan. (See separate releases for
details)
The company announced it will take an after-tax charge of approximately
$160 million in first quarter Fiscal 1997 to cover restructuring and related
expenses.
Key to funding these investments, Campbell announced a three-part
program based on a recently completed review of its operations. Every major
business process, including sales, manufacturing, product development,
marketing expenditures, purchasing, research and development, and general
administrative expense was examined. The actions announced today are expected
to generate $200 million in savings over the next two years.
4
<PAGE>
5
"We begin this new attack from a position of great strength," said
Johnson. "Our balance sheet and cash flow are strong. Since 1990, we have
divested non-strategic and low-margin businesses with approximately $800
million in sales and acquired strategic, higher-margin businesses with more
than $1.2 billion in sales, including Mexican sauce leader Pace Foods. Our
management team has transformed Campbell into a place where results count and
where the bar is constantly raised.
"Competition remains fierce," Johnson said, "so we must make strategic
moves to maintain our leadership position and to grow Campbell to the next
performance level. We conducted a fundamental re-examination of our North
American operations to answer a single question: 'How can we do it better?' We
are making enduring changes that will grow the company in the U.S. and around
the world."
Other main elements of the growth plan include:
BRAND INNOVATION AND INVESTMENTS:
"Campbell has more number 1 and 2 brands per dollar of sales than any
other food company, " Johnson said. "The centerpiece of this strategic growth
plan is brand-building. We will drive consumer appeal to new heights by
investing even more in our icons such as Chicken Noodle, Tomato, and Cream of
Mushroom Soups. Our recent change in the formula for Chicken Noodle--adding 33
percent more chicken--has increased sales of America's number one selling
grocery item by 15 percent. We will also develop high-quality new soups, sauces
and bakery products in growing segments such as premium and healthy. And we
will expand aggressively into new distribution channels like club stores, and
new geographies, including Germany. This is brand power brought alive."
Campbell's brand investment initiatives include:
- - Soup
- A new complete line of premium-quality Campbell's soups
- New Campbell's 98% Fat-Free cream soups
- New Campbell's Healthy Request Creative Chef cooking soups
- New Campbell's frozen soups
- - Swanson Broth in resealable cartons for low-fat cooking.
- - Franco American 'Superiore' premium canned pasta.
- - New "milk carton" packaging of Pepperidge Farm Goldfish crackers for
expansion into the snack aisle; and a new advertising campaign for
Pepperidge's Milano premium cookies.
5
<PAGE>
6
- - Food Service, Campbell's fastest growing business, plans initiatives in
frozen soups as well as new global thrusts to drive growth in the
quick-service restaurant segment. The Food Service division is a major
supplier to KFC, Wendy's and McDonald's.
- - Launch of U.S. market leader Pace Mexican sauces in Germany.
- - A major new nutrition initiative from Campbell's Center for Nutrition and
Wellness will be tested soon.
- - Campbell plans a substantial increase in its worldwide advertising
spending, primarily behind U.S. brands. The advertising will be aimed at
driving new eating occasions in soups and sauces, increased household
penetration of V8 and Pepperidge Farm cookies and goldfish crackers, and
selective new products.
ACQUISITIONS
- - In addition to Erasco, Campbell also announced a new joint venture between
Godiva Chocolatier and J. Osawa Ltd., a Japanese specialty trading company.
The new venture, Gourmand Japan K.K., will immediately operate 33 Godiva
retail stores in Japan. The focus will be on accelerating sales growth
through store expansion. Plans call for adding 20 stores by the year 2000.
Godiva is the leading premium chocolate in Japan.
- - On July 15, 1996, Arnotts, Australia's leading cookie company, of which
Campbell is majority owner, announced the purchase of Kettle Chip Company
as part of its expansion into snacks. Kettle Chip has gained 6 percent of
the Australian chip market since it was founded in 1989.
FUNDING THE GROWTH PLAN
- - ASSET UTILIZATION
- Better asset utilization is the aim of an ongoing review of Campbell's
North American thermal manufacturing operations. The goal is to
identify the optimal manufacturing structure, focusing operations by
product lines and geographic advantage. Many possibilities exist to
improve our efficiency, thanks in part to investments over the years
in modern plant technology systems.
- End seasonal tomato paste processing at the Sacramento, California
plant. Requirements will be met by purchasing on the open market and
shifting production to other Campbell North American facilities.
- Other areas of vertical integration under review include can making,
pasta making, and ingredient supply systems.
- Close a ramen noodle operation in Atlanta, Georgia. The leased plant
has approximately 100 employees and manufactures products under the
"Campbell" and "Ramen Pride" brand names. Production will be
consolidated at Campbell's City of Industry, California plant.
6
<PAGE>
7
- Reconfigure Pepperidge Farm's biscuit operation at its Lakeland,
Florida facility. Approximately 200 jobs will be eliminated by May 1,
1997. The adjoining Lakeland bakery operation, which employs
approximately 185 people, is not affected by this announcement.
- Sell poultry processing operations located in Douglas, Georgia;
Tecumseh, Nebraska; and Worthington, Minnesota. Many of those employed
at these plants could be offered positions by prospective buyers.
- - COST PRODUCTIVITY
- Campbell will eliminate approximately 650 positions in operations
across North America; 175 positions will be cut at its World
Headquarters in Camden, NJ. All departments are impacted. In addition,
approximately 475 positions in its other North American operations
will be eliminated.
- Globalize procurement by centralizing purchasing teams at the Camden
headquarters with gains expected in both costs and supplier
relationships. Focus administrative services by corporate staffs on
essential, customer-driven work. Units such as payroll and payables
will be centralized. Studies on outsourcing certain activities are
also proceeding.
- Close a poultry research facility in Farmington, Arkansas. It employs
28 people, some of whom will be offered relocation to Campbell World
Headquarters in Camden.
- - PORTFOLIO RECONFIGURATION
- Campbell announced plans to divest non-strategic businesses with
approximately $500 million in sales during the next two years. This
continues the company's strategy to focus on core businesses and
divest under-performing operations.
# # #
7
