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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES EXCHANGE ACT OF 1933
CAMPBELL SOUP COMPANY
(Exact Name of Issuer As Specified in Its Charter)
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NEW JERSEY 21-0419870
State of Incorporation I.R.S. Employer Identification No.
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CAMPBELL PLACE
CAMDEN, NEW JERSEY 08103-1799
Principal Executive Offices
CAMPBELL SOUP COMPANY
MANAGEMENT WORLDWIDE INCENTIVE PLAN
SUPPLEMENTAL SAVINGS PLAN
SALARY DEFERRAL PLAN
(FULL TITLES OF THE PLANS)
JOHN M. COLEMAN
SENIOR VICE PRESIDENT - LAW AND PUBLIC AFFAIRS
CAMPBELL SOUP COMPANY
CAMPBELL PLACE, CAMDEN, NEW JERSEY 08103-1799
Name and address of agent for service
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (609) 342-4800
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum
Securities to be Offering Price Aggregate Amount of
to be Registered Registered (1) per Share (2) Offering Price(2) Registration Fee
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Capital Stock 1,000,000 Shares $63.00 $63,000,000.00 $21,724.14
($.075 par value)
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(1) Represents maximum aggregate number of shares of Capital Stock issuable
under the Plans that are covered by this Registration Statement pursuant to
Rule 457(h). This amount represents Registrant's estimate of employee
contributions for the next 5 years of operation of the Plans.
(2) The amounts are based upon the average of the high and low sale prices for
the Capital Stock as reported on the New York Stock Exchange on January 31,
1996, and are used solely for the purpose of calculating the registration fee
in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act
of 1933.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
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An Index of Exhibits appears on page 8. This Form S-8 contains 21 pages
including Exhibits.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I of Form S-8 will be
sent or given to employees eligible to participate in the Campbell Soup Company
Management Worldwide Incentive Plan, Supplemental Savings Plan and Salary
Deferral Plan (collectively, the "Plans") as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended. Those documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3
of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant incorporates by reference into the registration
statement the documents listed below:
(a) Registrant's annual report on Form 10-K for the fiscal year
ended July 30, 1995.
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since July 30, 1995.
(c) The description of the Capital Stock contained in Campbell's
Registration Statement dated November 16, 1954, filed under the Securities
Registration Act of 1933, including any amendment or report filed for the
purpose of updating such description; and
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
Campbell Soup Company Capital Stock, is registered under Section 12 of
the Exchange Act.
Item 5. Interest of Named Experts
Not Applicable.
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Item 6. Indemnification of Directors and Officers
Section 14A:3-5 of the New Jersey Business Corporation Act requires a
corporation to indemnify a director, officer or employee for expenses to the
extent that he or she has been successful in any legal proceeding involving
that individual by reason of his or her having served as a "corporate agent" as
defined in the statute. It permits a corporation to indemnify for expenses and
liabilities irrespective of the outcome, as follows: (i) in a civil
proceeding, other than by or in the right of the corporation, if the individual
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation; and (ii) in a criminal proceeding, if
the individual had no reasonable cause to believe his or her conduct was
unlawful. In civil proceedings, by or in the right of the corporation, the law
also enables a corporation to provide indemnification for expenses if the
individual acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation. If the individual has
been found liable to the corporation for negligence or misconduct, such
indemnification may only be provided if an appropriate court determines that in
view of all the circumstances the individual is fairly and reasonably entitled
to indemnity for expenses.
Article IV of the By-Laws of the Registrant provides as follows:
Section 1. The Corporation shall indemnify to the full extent from
time to time permitted by law any present, former or future director, officer,
or employee ("Corporate Agent") made, or threatened to be made, a party to, or
a witness or other participant in, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, arbitrative,
legislative, investigative, or of any other kind, including by or in the right
of the Corporation ("Proceeding"), by reason of the fact that such person is or
was a Corporate Agent of the Corporation or any subsidiary of the Corporation
or, while serving as a Corporate Agent of the Corporation or any subsidiary of
the Corporation, serves or served another enterprise (including, without
limitation, any sole proprietorship, association, corporation, partnership,
joint venture or trust), whether or not for profit, at the request of the
Corporation as a director, officer, employee or agent thereof (including
service with respect to any employee benefit plan of the Corporation or any
subsidiary of the Corporation), against expenses (including attorneys' fees),
judgments, fines, penalties, excise taxes and amounts paid in settlement,
actually and reasonably incurred by such person in connection with such
Proceeding or any appeal therein. No indemnification pursuant to this Article
IV shall be required with respect to any settlement or other nonadjudicated
disposition of any threatened or pending Proceeding unless the Corporation has
given its prior consent to such settlement or other disposition.
Section 2. Expenses incurred in connection with a Proceeding shall be
paid by the Corporation for any Corporate Agent of the Corporation in advance
of the final disposition of such Proceeding promptly upon receipt of an
undertaking by or on behalf of such person to repay such amount unless it shall
ultimately be determined that such person is entitled to be indemnified by the
Corporation. Such an undertaking shall not, however, be required of a nonparty
witness.
Section 3. The foregoing indemnification and advancement of expenses
shall not be deemed exclusive of any other rights to which any person
indemnified may be entitled.
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Section 4. The rights provided to any person by this Article IV shall
be enforceable against the Corporation by such person, who shall be presumed to
have relied upon it in serving or continuing to serve as a Corporate Agent. No
elimination of or amendment to this Article IV shall deprive any person of
rights hereunder arising out of alleged or actual occurrences, acts or failures
to act occurring prior to such elimination or amendment. The rights provided
to any person by this Article IV shall inure to the benefit of such person's
legal representative and shall be applicable to Proceedings commenced or
continuing after the adoption of this Article IV, whether arising from acts or
omissions occurring before or after such adoption.
Section 5. The Corporation's Board of Directors may from time to time
delegate
(i) to a Committee of the Board of Directors of the Corporation or to
independent legal counsel the authority to determine whether a
Director or officer of the Corporation, and
(ii) to one or more officers of the Corporation the authority to
determine whether an employee of the Corporation or any subsidiary,
other than a Director or officer of the Corporation,
is entitled to indemnification or advancement of expenses pursuant to, and in
accordance with, applicable law and this Article IV, subject to such conditions
and limitations as the Board of Directors may prescribe.
Item 7. Exemption From Registration Claimed
Not Applicable.
Item 8. Exhibits
4 (a) - Campbell Soup Company Management Worldwide Incentive
Plan as amended November 17, 1994, was filed with the
Securities and Exchange Commission with Campbell's
1994 Proxy Statement and is incorporated herein by
reference.
(b) - Supplemental Savings Plan as amended on May 25, 1995,
was filed with the Securities and Exchange Commission
with Campbell's 10-K for the fiscal year ended July
30, 1995, and is incorporated herein by reference.
(c) - Salary Deferral Plan, effective January 1, 1996
23 - Consent of Price Waterhouse LLP
24 - Power of Attorney
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Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
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the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Camden and State of New Jersey, on the 1st day
of February, 1996.
CAMPBELL SOUP COMPANY
BY: /s/Leo J. Greaney
-----------------------------
Leo J. Greaney
Vice President - Controller
Officers and Directors. Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following persons in
the capacities and on date indicated:
Date: February 1, 1996
By: /s/Leo J. Greaney
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Leo J. Greaney
Vice President - Controller
(Principal financial and
accounting officer)
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David W. Johnson Chairman, President, Chief }
Executive Officer and Director }
(Principal executive officer) }
Alva A. App Director }
Edmund M. Carpenter Director } By: /s/John M. Coleman
Bennett Dorrance Vice Chairman and Director } ---------------------------
Thomas W. Field, Jr. Director } John M. Coleman
Philip E. Lippincott Diirector } Senior Vice President - Law and Public
Mary Alice Malone Director } Affairs
Charles H. Mott Director }
Ralph A. Pfeiffer, Jr. Director }
George M. Sherman Director }
Donald M. Stewart Director }
George Strawbridge, Jr. Director }
Robert J. Vlasic Director }
Charlotte C. Weber Director }
}
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6
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The Plans. Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee has duly caused this registration statement to be
signed on its behalf by the undersigned thereunto duly authorized, in the City
of Camden, State of New Jersey, on February 1, 1996.
Campbell Soup Company
Management Worldwide Incentive Plan
Supplemental Savings Plan
Salary Deferral Plan
By: /s/Gerald S. Lord
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Gerald S. Lord
Administrator of the Plans
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INDEX OF EXHIBITS
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Document Page
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4(a) Campbell Soup Company Management Worldwide Incentive Plan
as amended November 17, 1994, was filed with the SEC with Campbell's
1994 Proxy Statement and is incorporated herein by reference.
4(b) Supplemental Savings Plan as amended on May 25, 1995, was filed
with the SEC with Campbell's 10-K for the fiscal year ended July 30, 1995,
and in incorporated herein by reference.
4(c) Salary Deferral Plan, effective January 1, 1996 9
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23 Consent of Price Waterhouse LLP 20
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24 Power of Attorney 21
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CAMPBELL SOUP COMPANY
SALARY DEFERRAL PLAN
(EFFECTIVE JANUARY 1, 1996)
This is the Salary Deferral Plan for Executives of Campbell Soup
Company to provide an additional method of planning for retirement. The Plan
is intended to be an "unfunded" plan maintained for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees for purposes of Title I of the Employee Retirement Income Security
Act of 1974.
ARTICLE I - DEFINITIONS
The following words and phrases as used herein have the
following meanings unless the context plainly requires a different meaning:
2.1 Account Balance means the total amount credited to
the bookkeeping investment accounts in which a Participant's Contributions are
maintained, including earnings thereon.
2.2 Beneficiary means the person that the Participant
designates to receive any unpaid portion of the Participant's Account Balance
should the Participant's death occur before the Participant receives the entire
Account Balance. If the Participant does not designate a beneficiary, his
Beneficiary shall be his spouse if he is married at the time of his death, or
his estate if he is unmarried at the time of his death.
2.3 Board of Directors means the board of directors of
Campbell Soup Company.
2.4 Code means the Internal Revenue Code of 1986, as
amended.
2.5 Compensation means all amounts that are treated as
wages for Federal income tax withholding under section 3401(a) of the Code for
the Plan Year plus amounts that would be paid to the Employee during the year
but for the Employee's election under a cash or deferred arrangement described
in section 401(k) of the Code or a cafeteria plan described in section 125 of
the Code. Notwithstanding the preceding sentence, Compensation shall not
include:
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2.5.1 bonuses or other amounts payable under the
Campbell Soup Company Management Worldwide Incentive Plan, other annual
incentive plans sponsored by the Employer, the Campbell Soup Company 1994
Long-Term Incentive Plan and any successor plans,
2.5.2 contributions by the Employer to this or any
other plan or plans for the benefit of its employees, except as otherwise
expressly provided in this Plan, or
2.5.3 amounts identified by the Employer as expense
allowances or reimbursements regardless of whether such amounts are treated as
wages under the Code.
2.6 Contribution means an amount deferred under the Plan
pursuant to a Participant's election under Article IV and allocated to a
Participant's Account Balance. No money or other assets will actually be
contributed to such Account Balance.
2.7 Deferred Compensation Program means the Program
approved by the Plan Administrator which contains certain of the administrative
procedures for the Plan as authorized by Section 2.22.
2.8 Effective Date means January 1, 1996.
2.9 Employee means an individual who is employed by the
Employer.
2.10 Employer means the Campbell Soup Company and any
subsidiary that the Vice President-Human Resources designates as an Employer.
A list of the subsidiaries currently designated as an Employer is attached
hereto as Appendix A.
2.11 Executive means an Employee who is classified as
"exempt" under the Fair Labor Standards Act of 1938, as amended, and whose
salary grade is at least 28 and whose annual salary equals or exceeds $70,000.
2.12 Participant means an Executive who elects to
participate in the Plan.
2.13 Plan means the Salary Deferral Plan, as may be
amended from time to time.
2.14 Plan Administrator means the Treasurer of Campbell
Soup Company.
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2.15 Plan Year means the 12-month period beginning January
1 and ending December 31.
ARTICLE II - PARTICIPATION
2.16 Eligibility to Participate. All Executives are
eligible to participate in the Plan, except those who are subject to tax
outside the United States. An Executive subject to tax outside the United
States must have his or her deferral election approved by the Plan
Administrator.
2.17 Participation. Any Executive who elects to
participate in the Plan shall become a Participant in the Plan immediately upon
enrolling as a Participant by the method required by the Plan Administrator.
An individual shall remain a Participant under the Plan until all amounts
credited to the Participant's Account Balance have been distributed to the
Participant or the Participant's Beneficiary.
ARTICLE III - VESTING
2.18 Participants are always fully vested in all amounts
credited to their Account Balance under the Plan.
ARTICLE IV - CONTRIBUTIONS
2.19 Eligibility to Receive Contributions. A Participant
may receive Contributions in each Plan Year that the Participant is an
Executive.
2.20 Salary Deferral Contributions. A Participant may
elect to defer up to 50% of the Participant's Compensation and to have the
Employer make a Contribution of that amount to the Participant's Account
Balance under the Plan.
2.21 Supplemental Savings Contributions. If a Participant
elects to defer compensation under this Plan and the Participant is also
contributing amounts to the Campbell Soup Company Savings and 401(k) Plan for
Salaried Employees (Savings Plan), the Employer will make a contribution to the
Participant's Account Balance equal to the contribution the Employer would have
made to the Savings Plan based upon the Compensation the Participant defers
under this Plan.
ARTICLE V - ADMINISTRATIVE PROCEDURES
2.22 The Plan Administrator shall establish procedures and
rules regarding the timing of deferral elections, the time period for deferral,
the
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maximum number of annual installment payments, the measurement units for
valuing Account Balances, transfer of the Account Balances among measurement
units, statements of Account Balances, the time and manner of payment of
Account Balances, and other administrative items for this Plan.
ARTICLE VI - PLAN ADMINISTRATION
2.23 General. The Plan shall be administered by the Plan
Administrator.
2.24 Plan Interpretation. The Plan Administrator shall
have the authority and responsibility to interpret and construe the Plan and to
decide all questions arising thereunder, including without limitation,
questions of eligibility for participation, eligibility for Contributions, the
amount of Account Balances, and the timing of the distribution thereof, and
shall have the authority to deviate from the literal terms of the Plan to the
extent the Plan Administrator shall determine to be necessary or appropriate to
operate the Plan in compliance with the provisions of applicable law.
2.25 Responsibilities and Reports. The Plan Administrator
may pursuant to a written instruction name other persons to carry out specific
responsibilities. The Plan Administrator shall be entitled to rely
conclusively upon all tables, valuations, certificates, opinions and reports
that are furnished by any accountant, controller, counsel, or other person who
is employed or engaged for such purposes.
2.26 Governing Law. This Plan shall be governed by and
construed in accordance with the laws of the State of New Jersey to the extent
not preempted by federal law.
ARTICLE VII - CLAIMS PROCEDURE
2.27 Denial of Claim for Benefits. Any denial by the Plan
Administrator of any claim for benefits under the Plan by a Participant or
Beneficiary shall be stated in writing by the Plan Administrator and delivered
or mailed to the Participant or Beneficiary. The Plan Administrator shall
furnish the claimant with notice of the decision not later than 90 days after
receipt of the claim, unless special circumstances require an extension of time
for processing the claim. If such an extension of time for processing is
required, written notice of the extension shall be furnished to the claimant
prior to the termination of the initial 90 day period. In no event shall such
extension exceed a period of 90 days from the end of such initial period. The
extension notice shall indicate the special circumstances requiring an
extension of time and the date by which the Plan Administrator expects to
render the final decision. The notice of the Plan
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Administrator decision shall be written in a manner calculated to be understood
by the claimant and shall include (i) the specific reasons for the denial,
including, where appropriate, references to the Plan, (ii) any additional
information necessary to perfect the claim with an explanation of why the
information is necessary, and (iii) an explanation of the procedure for
perfecting the claim.
2.28 Appeal of Denial. The claimant shall have 60 days
after receipt of written notification of denial of his or her claim in which to
file a written appeal with the Plan Administrator. As a part of any such
appeal, the claimant may submit issues and comments in writing and shall, on
request, be afforded an opportunity to review any documents pertinent to the
perfection of his or her claim. The Plan Administrator shall render a written
decision on the claimant's appeal ordinarily within 60 days of receipt of
notice thereof but, in no case, later than 120 days.
ARTICLE VIII - FUNDING
2.29 Funding. The Employer shall not segregate or hold
separately from its general assets any amounts credited to the Accounts, and
shall be under no obligation whatsoever to fund in advance any amounts under
the Plan, including Contributions and earnings thereon.
2.30 Insolvency. In the event that the Employer becomes
insolvent, all Participants and Beneficiaries shall be treated as general,
unsecured creditors of the Employer with respect to any amounts credited to the
Accounts under the Plan.
ARTICLE IX - AMENDMENT AND TERMINATION
2.31 The Employer reserves the right to amend or terminate
the Plan at any time by action of the Vice President-Human Resources or the
Plan Administrator. Notwithstanding the foregoing, no such amendment or
termination shall reduce any Participant's Account Balance as of the date of
such amendment or termination. Upon a complete termination of the Plan, all
amounts credited to Participants' Account Balance shall become immediately
distributable.
ARTICLE X - MISCELLANEOUS
2.32 Limited Purpose of Plan. The establishment or
existence of the Plan shall not confer upon any individual the right to be
continued as an Employee. The Employer expressly reserves the right to
discharge any Employee whenever in its judgment its best interests so require.
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2.33 Non-alienation. No amounts payable under the Plan
shall be subject in any manner to anticipation, assignment, or voluntary or
involuntary alienation.
2.34 Facility of Payment. If the Plan Administrator, in
its sole discretion, deems a Participant or Beneficiary who is eligible to
receive any payment hereunder to be incompetent to receive the same by reason
of age, illness or any infirmity or incapacity of any kind, the Plan
Administrator may direct the Employer to apply such payment directly for the
benefit of such person, or to make payment to any person selected by the Plan
Administrator to disburse the same for the benefit of the Participant or
Beneficiary. Payments made pursuant to this Section shall operate as a
discharge, to the extent thereof, of all liabilities of the Employer and the
Plan Administrator to the person for whose benefit the payments are made.
ARTICLE XI - CHANGE IN CONTROL
2.35 Contrary Provisions. Notwithstanding anything
contained in the Plan to the contrary, the provisions of this Article XI shall
govern and supersede any inconsistent terms or provisions of the Plan.
2.36 Change in Control. For purposes of the Plan "Change
in Control" shall mean any of the following events:
(a) The acquisition in one or more transactions by any "Person" (as
the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act")) of "Beneficial
Ownership" (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding voting securities (the "Voting Securities"), provided,
however, that for purposes of this Section 2.36(a), the Voting Securities
acquired directly from the Company by any Person shall be excluded from the
determination of such Person's Beneficial Ownership of Voting Securities (but
such Voting Securities shall be included in the calculation of the total number
of Voting Securities then outstanding); or
(b) The individuals who, as of January 25, 1990, were members of the
Board (the "Incumbent Board"), cease for any reason to constitute at least
two-thirds of the Board; provided, however, that if the election, or nomination
for election by the Company's stockholders, of any new director was approved by
a vote of at least two-thirds of the Incumbent Board, such new director shall,
for purposes of the Plan, be considered as a member of the Incumbent Board; or
(c) Approval by stockholders of the Company of (1) a merger or
consolidation involving the Company if the stockholders of the Company,
immediately before
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such merger or consolidation, do not own, directly or indirectly immediately
following such merger or consolidation, more than eighty percent (80%) of the
combined voting power of the outstanding voting securities of the corporation
resulting from such merger or consolidation in substantially the same
proportion as their ownership of the Voting Securities immediately before such
merger or consolidation or (2) a complete liquidation or dissolution of the
Company or an agreement for the sale or other disposition of all or
substantially all of the assets of the Company; or
(d) Acceptance of stockholders of the Company of shares in a share
exchange if the stockholders of the Company, immediately before such share
exchange, do not own, directly or indirectly immediately following such share
exchange, more than eighty percent (80%) of the combined voting power of the
outstanding voting securities of the corporation resulting from such share
exchange in substantially the same proportion as their ownership of the Voting
Securities outstanding immediately before such share exchange.
Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur solely because twenty-five percent (25%) or more of the then
outstanding Voting Securities is acquired by (i) a trustee or other fiduciary
holding securities under one or more employee benefit plans maintained by the
Company or any of its subsidiaries, (ii) any corporation which, immediately
prior to such acquisition, is owned directly or indirectly by the stockholders
of the Company in the same proportion as their ownership of stock in the
Company immediately prior to such acquisition, (iii) any "Grandfathered
Dorrance Family Stockholder" (as hereinafter defined) or (iv) any Person who
has acquired such Voting Securities directly from any Grandfathered Dorrance
Family Stockholder but only if such Person has executed an agreement which is
approved by two-thirds of the Board and pursuant to which such Person has
agreed that he (or they) will not increase his (or their) Beneficial Ownership
(directly or indirectly) to 30% or more of the outstanding Voting Securities
(the "Standstill Agreement") and only for the period during which the
Standstill Agreement is effective and fully honored by such Person. For
purposes of this Section, "Grandfathered Dorrance Family Stockholder" shall
mean at any time a "Dorrance Family Stockholder" (as hereinafter defined) who
or which is at the time in question the Beneficial Owner solely of (v) Voting
Securities Beneficially Owned by such individual on January 25, 1990, (w)
Voting Securities acquired directly from the Company, (x) Voting Securities
acquired directly from another Grandfathered Dorrance Family Stockholder, (y)
Voting Securities which are also Beneficially Owned by other Grandfathered
Dorrance Family Stockholders at the time in question, and (z) Voting Securities
acquired after January 25, 1990 other than directly from the Company or from
another Grandfathered Dorrance Family Stockholder by any "Dorrance Grandchild"
(as hereinafter defined) provided that the aggregate amount of Voting
Securities so acquired by each such Dorrance Grandchild shall not exceed five
percent (5%) of the Voting Securities outstanding
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at the time of such acquisition. A "Dorrance Family Stockholder" who or which
is at the time in question the Beneficial Owner of Voting Securities which are
not specified in clauses (v), (w), (x), (y) and (z) of the immediately
preceding sentence shall not be a Grandfathered Dorrance Family Stockholder at
the time in question. For purposes of this Section, "Dorrance Family
Stockholders" shall mean individuals who are descendants of the late Dr. John
T. Dorrance, Sr. and/or the spouses, fiduciaries and foundations of such
descendants. A "Dorrance Grandchild" means as to each particular grandchild of
the late Dr. John T. Dorrance, Sr., all of the following taken collectively:
such grandchild, such grandchild's descendants and/or the spouses, fiduciaries
and foundations of such grandchild and such grandchild's descendants.
Moreover, notwithstanding the foregoing, a Change in Control shall not
be deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the outstanding
Voting Securities as a result of the acquisition of Voting Securities by the
Company which, by reducing the number of Voting Securities outstanding,
increases the proportional number of shares Beneficially Owned by the Subject
Person, provided that if a Change in Control would occur (but for the operation
of this sentence) as a result of the acquisition of Voting Securities by the
Company, and after such share acquisition by the Company, the Subject Person
becomes the Beneficial Owner of any additional Voting Securities which
increases the percentage of the then outstanding Voting Securities Beneficially
Owned by the Subject Person, then a Change in Control shall occur.
2.37 Cause. For purposes of the Plan, a termination for
"Cause" is a termination evidenced by a resolution adopted in good faith by
two-thirds of the Board that the Executive (a) intentionally and continually
failed to substantially perform his duties with the Company (other than a
failure resulting from the Executive's incapacity due to physical or mental
illness) which failure continued for a period of at least thirty (30) days
after a written notice of demand for substantial performance has been delivered
to the Executive specifying the manner in which the Executive has failed to
substantially perform, or (b) intentionally engaged in conduct which is
demonstrably and materially injurious to the Company, monetarily or otherwise;
provided, however that no termination of the Executive's employment shall be
for Cause as set forth in clause (b) above until (x) there shall have been
delivered to the Executive a copy of a written notice setting forth that the
Executive was guilty of the conduct set forth in clause (b) and specifying the
particulars thereof in detail, and (y) the Executive shall have been provided
an opportunity to be heard by the Board (with the assistance of the Executive's
counsel if the Executive so desires). No act, nor failure to act, on the
Executive's part, shall be considered "intentional" unless he has acted, or
failed to act, with an absence of good faith and without a reasonable belief
that his action or failure to act was in the best interest of the Company.
Notwithstanding anything contained in the Plan to
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<PAGE> 9
the contrary, in the case of any Executive who is a party to a
severance protection agreement, no failure to perform by the Executive after a
Notice of Termination (as defined in the Executive's severance protection
agreement) is given by the Executive shall constitute Cause for purposes of the
Plan.
2.38 Accrued Benefit
(a) Upon a Change in Control, the funds accrued as if
invested in Company stock shall be converted into cash in an amount equal to
the greater of (1) the highest price per share of the Company's common stock (a
"Share") paid to holders of the Shares in any transaction (or series of
transactions) constituting or resulting in a Change in Control or (2) the
highest fair market value per Share during the ninety (90) day period ending on
the date of a Change in Control multiplied by the number of shares of Company
Stock credited to an Executive's Account Balance under the Plan.
(b) Upon an Executive's termination of employment by the
Company (other than for Cause) or by the Executive for any reason within two
(2) years following a Change in Control, the Company shall, within thirty (30)
days, pay to the Executive a lump sum cash payment equal to the lump sum of his
Account Balance as of the date of his termination of employment regardless of
the Executive's previous distribution election.
2.39 Amendment or Termination
a) This Article XI shall not be amended or terminated at any
time
(b) For a period of two (2) years following a Change in
Control, the Plan shall not be terminated or amended in any way, nor shall the
manner in which the Plan is administered be changed in a way that adversely
affects the Executive's right to existing or future Company provided benefits
or contributions provided hereunder. Furthermore, the Plan may not be merged
or consolidated with any other program during said two (2) year period.
(c) Any amendment or termination of the Plan prior to a Change
in Control which (1) was at the request of a third party who has indicated an
intention or taken steps reasonably calculated to effect a Change in Control or
(2) otherwise arose in connection with or in anticipation of a Change in
Control, shall be null and void and shall have no effect whatsoever.
2.40 Trust Arrangement. All benefits under the Plan
represent an unsecured promise to pay by the Company. The Plan shall be
unfunded and the benefits hereunder shall be paid only from the general assets
of the Company resulting in the Executives having no greater rights than the
Company's general
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<PAGE> 10
creditors; provided, however, nothing herein shall prevent or prohibit the
Company from establishing a trust or other arrangement for the purpose of
providing for the payment of the benefits payable under the Plan.
To record the adoption of the Plan, the Campbell Soup Company
has caused its authorized officers to affix its corporate name and seal this
1st day of February, 1996.
[CORPORATE SEAL]
Attest: /s/ JOHN J. FUREY By: /s/ EDWARD F. WALSH
------------------------ --------------------------------
John J. Furey Edward F. Walsh
Corporate Secretary Vice President - Human Resources
- 10 -
<PAGE> 11
EXHIBIT A
CAMPBELL SOUP COMPANY
DEFERRED COMPENSATION PLAN
PARTICIPATING SUBSIDIARIES
Aligar, Inc.
CAH Corporation
Campbell Finance Corp.
Campbell Investment Company
Campbell Sales Company
Campbell's Fresh, Inc.
CIRT Urban Renewal Corp.
CSC Advertising, Inc.
CSC Brands, Inc.
CSC Standards, Inc.
Fresh Start Bakeries, Inc.
Fresh Start Bakeries Worldwide Holdings, Inc.
Godiva Chocolatier, Inc.
Gourmet Collection, Inc.
Herider Farms, Inc.
Joseph Campbell Company
PF Brands, Inc.
Pepperidge Farm, Incorporated
Pepperidge Farm Mail Order Company, Inc.
Sanwa Foods, Inc.
The Greenfield Healthy Foods Company
Vlasic Foods, Inc.
Waterfront Properties, Inc.
As of January 1, 1996
<PAGE> 1
Exhibit 23
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 6, 1995, which appears on
page F-9 of Campbell Soup Company's Annual Report on Form 10-K for the fiscal
year ended July 30, 1995.
PRICE WATERHOUSE LLP
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
February 5, 1996
7
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
FORM S-8 REGISTRATION STATEMENT FOR
CAMPBELL SOUP COMPANY MANAGEMENT WORLDWIDE INCENTIVE PLAN, SUPPLEMENTAL SAVINGS
PLAN AND THE SALARY DEFERRAL PLAN
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John M. Coleman and John J. Furey, and
each of them severally, until March 31, 1996, their true and lawful
attorneys-in-fact and agents, with full power of substitution and revocation,
for them and in their name, place and stead, in any and all capacities, to sign
a Registration Statement on Form S-8 covering the registration under the
Securities Act of 1933 for participations in the Campbell Soup Company
Management Worldwide Incentive Plan, Supplemental Savings Plan and Salary
Deferral Plan and any amendments thereto, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fat and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
CAMPBELL SOUP COMPANY January 25, 1996
---------------------
Signature
---------
/S/David W. Johnson /S/Charles H. Mott
- ---------------------------- ------------------------------
David W. Johnson Charles H. Mott
Chairman, President and Chief Director
Executive Officer and Director
/S/Alva A. App /S/Ralph A. Pfeiffer, Jr.
- ------------------ ------------------------------
Alva A. App Ralph A. Pfeiffer, Jr.
Director Director
/S/Edmund M. Carpenter /S/George M. Sherman
- --------------------------- ------------------------------
Edmund M. Carpenter George M. Sherman
Director Director
/S/Bennett Dorrance /S/Donald M. Stewart
- ----------------------------- -----------------------------
Bennett Dorrance Donald M. Stewart
Director Director
/S/Thomas W. Field, Jr. /S/George Strawbridge, Jr
- ---------------------------- ------------------------------
Thomas W. Field, Jr. George Strawbridge, Jr.
Director Director
/S/Philip E. Lippincott /S/Robert J. Vlasic
- ----------------------- ------------------------------
Philip E. Lippincott Robert J. Vlasic
Director Director
/S/Mary Alice Malone /S/Charlotte C. Weber
- ------------------------ -----------------------------
Mary Alice Malone Charlotte C. Weber
Director Director
8
