<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CAMPBELL SOUP COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
LOGO
CAMPBELL PLACE
CAMDEN, NEW JERSEY 08103-1799
609-342-4800
OCTOBER 11, 1996
NOTICE OF ANNUAL MEETING OF SHAREOWNERS
THURSDAY, NOVEMBER 21, 1996
9:00 A.M., EASTERN TIME
DONECKERS BALLROOM
100 NORTH STATE STREET
EPHRATA, PENNSYLVANIA 17522
AGENDA
1. ELECT DIRECTORS.
2. RATIFY APPOINTMENT OF AUDITORS.
3. TRANSACT ANY OTHER BUSINESS PROPERLY BROUGHT BEFORE THE MEETING.
Shareowners of record at the close of business on September 23, 1996, will
be entitled to vote.
During the past year the Company implemented a toll-free shareowner
information number (1-800-909-SOUP) and launched a World Wide Web site
(HTTP://WWW.CAMPBELLSOUPS.COM) on the Internet where shareowners can immediately
access current Company information, submit questions, receive responses and
request paper copies of news releases, financial results and other data.
Shareowner response to these new communication vehicles has been positive. As
part of our striving to achieve "Best in Show" performance, we are streamlining
the meeting format to reduce costs. This year's meeting will differ from the
past in the following respects:
-- The meeting will be held in a facility near the Company's newest plant,
the Pepperidge Farm plant in Denver, Pennsylvania, about 1 1/2 hours
west of Philadelphia.
-- Unlike previous years the first quarter results for fiscal 1997 will be
reported prior to the date of the Annual Meeting.
-- There will be a brief report on business results for the year ended July
28, 1996, and an opportunity to ask questions.
-- There will be no product "gift bags," no product sampling, and no
refreshments.
Your vote is important. Kindly SIGN, DATE AND RETURN THE ENCLOSED PROXY
CARD IN THE ENVELOPE PROVIDED, in order that as many shares as possible will be
represented.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ John J. Furey
JOHN J. FUREY
CORPORATE SECRETARY
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROXY STATEMENT PAGE
- ------------------------------------------------------------------------------------- ----
<S> <C> <C>
Item 1 -- Election of Directors............................................... 1
Security Ownership of Directors and Executive Officers........................ 5
Corporate Governance.......................................................... 8
Compensation of Executive Officers............................................
-- Compensation and Organization Committee Report on Executive
Compensation.............................................................. 11
-- Compensation and Organization Committee Interlocks and Insider
Participation............................................................. 14
-- Summary Compensation Table................................................ 15
-- Option Grants in Fiscal 1996.............................................. 16
-- Aggregated Option Exercises in Fiscal 1996 and Fiscal Year-End Option
Values.................................................................... 16
-- Return to Shareowners Performance Graph and Bar Chart..................... 17
-- Pension Plans............................................................. 18
-- Termination Arrangements.................................................. 18
Board Committees and Meeting Attendance....................................... 20
Director Compensation......................................................... 22
Item 2 -- Ratification of Appointment of Auditors............................. 22
Submission of Shareowner Proposals............................................ 22
Security Ownership of Certain Beneficial Owners............................... 23
Directors and Officers Stock Ownership Reports................................ 24
Other Matters................................................................. 24
Proxies and Voting at the Meeting............................................. 24
Information About Attending the Meeting....................................... 25
</TABLE>
- ------------------
Denotes items to be voted on at the meeting.
<PAGE> 4
ITEM 1
ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES
The Board of Directors of the Company, pursuant to the By-Laws, has
determined that the number of Directors of the Company shall be fifteen. Mr.
Ralph A. Pfeiffer, Jr. passed away on September 13, 1996. Mr. Robert J. Vlasic
will retire effective November 21, 1996. The directors are to be elected to hold
office until the next Annual Meeting of the Shareowners and until their
successors are elected and shall have qualified. Directors are elected by a
plurality of the votes cast. Except as otherwise specified in the proxy, proxies
will be voted for election of the nominees named below.
If a nominee becomes unable or unwilling to serve, proxies will be voted
for election of such person as shall be designated by the Board of Directors;
however, the management knows of no reason why any nominee should be unable or
unwilling to serve.
The following table sets forth certain information concerning the nominees
at September 23, 1996:
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME (2) OTHER BUSINESS AFFILIATIONS AGE SINCE
- ---------------------------------------------------------------------------- --- --------
<S> <C> <C> <C>
[PHOTO]
Alva A. App (1) Retired Senior Scientific Adviser to the 64 1986
United Nations Development Programme
(1987-1994). Previously a member of The
Rockefeller Foundation Field Staff (1987 to
1989).
[PHOTO]
Edmund M. Carpenter (1) Former Chairman and Chief Executive Officer 54 1990
(1988-1995) of General Signal Corporation.
(2) Director of Dana Corporation and Texaco,
Inc.
[PHOTO]
Bennett Dorrance (1) Private investor and Chairman and Managing 50 1989
Director of DMB Associates in Phoenix, Arizona
for more than five years. Vice Chairman of
Campbell Soup Company (independent director)
since November 18, 1993.
(2) Director of Banc One Corp.
</TABLE>
1
<PAGE> 5
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME (2) OTHER BUSINESS AFFILIATIONS AGE SINCE
- ---------------------------------------------------------------------------- --- --------
<S> <C> <C> <C>
[PHOTO]
Thomas W. Field, Jr. (1) Management Consultant, Field & Associates. 62 1987
Chairman (1992) and Chief Executive Officer
(1995), ABCO Foods, Inc. Previously Chairman
(1988-1989), President (1984-1989) and Chief
Executive Officer (1986-1989) of McKesson
Corporation.
(2) Director of ABCO Foods, Inc., Bromar, Inc.,
Maxicare Health, Inc. and Stater Brothers
Market, Inc.
[PHOTO]
Kent B. Foster (1) President (1995) of GTE Corporation. 52 1996
Previously Vice Chairman (1993-1995) and
President (1989-1995), Telephone Operations,
GTE Corporation.
(2) Director of GTE Corporation and New York
Life Insurance Company.
[PHOTO]
Harvey Golub (1) Chairman and Chief Executive Officer of 57 1996
American Express Company (1993). Previously
Vice Chairman of American Express Company and
Chief Executive Officer of American Express
Financial Advisors (1990-1993).
(2) Director of American Express Company.
[PHOTO]
David W. Johnson (1) Chairman (1993), President (1990) and Chief 64 1990
Executive Officer (1990) of Campbell Soup
Company. Previously Chairman (1987-1990),
President (1987-1989) and Chief Executive
Officer (1987-1990) of Gerber Products Company;
President and Chief Executive Officer of
Entenmann's, Inc. (1982-1987).
(2) Director of Colgate-Palmolive Company.
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME (2) OTHER BUSINESS AFFILIATIONS AGE SINCE
- ---------------------------------------------------------------------------- --- --------
<S> <C> <C> <C>
[PHOTO] (1) Deputy Chairman (1995) and Chief Executive 57 1995
David K. P. Li (1991) of The Bank of East Asia, Limited.
(2) Director of Dow Jones & Company, Inc., Hong
Kong Telecommunications, Ltd., The Bank of East
Asia, Limited, The Hong Kong & China Gas
Company Limited, Sime Darby Hong Kong Limited
and Westinghouse Electric Corporation.
[PHOTO] (1) Retired Chairman (1983-1994) and Chief 60 1984
Philip E. Lippincott Executive Officer (1982-1994) of Scott Paper
Company.
(2) Director of Exxon Corporation. Trustee of
The Penn Mutual Life Insurance Company.
[PHOTO] (1) Private investor and President of Iron 46 1990
Mary Alice Malone Spring Farm, Inc. (horse breeding and
performance center), Chester County, Pa., for
more than five years.
[PHOTO] (1) President and Chief Executive Officer of 64 1990
Charles H. Mott John W. Bristol & Co., Inc., an investment
management firm, for more than five years.
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME (2) OTHER BUSINESS AFFILIATIONS AGE SINCE
- ---------------------------------------------------------------------------- --- --------
<S> <C> <C> <C>
[PHOTO] (1) President and Chief Executive Officer of 55 1995
George M. Sherman Danaher Corporation.
(2) Director of Danaher Corporation.
[PHOTO] (1) President and Chief Executive Officer 58 1992
Donald M. Stewart (1987) of The College Board. Previously
President (1976-1986) of Spelman College.
(2) Director of Principal Financial Group and
The New York Times Company.
[PHOTO] (1) Private investor and President of Augustin 58 1988
George Strawbridge, Jr. Stables for more than five years.
(2) Director of Buffalo Sabres of the National
Hockey League, Corestates Financial Corp., and
Philadelphia Ventures Inc. President of GAR
Inc. and Margaret Dorrance Strawbridge
Foundation of PA I, Inc.
[PHOTO] (1) Private investor. Trustee of The 53 1990
Charlotte C. Weber Metropolitan Museum of Art, New York, NY and
Wake Forest University, Winston-Salem, NC;
Owner, Live Oak Stud, a thoroughbred breeding
and training operation for more than five
years.
</TABLE>
4
<PAGE> 8
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information regarding beneficial ownership
as of September 23, 1996, of the Campbell's Capital Stock of each Director, the
Company's six most highly compensated Executive Officers and the Directors and
Executive Officers as a group:
<TABLE>
<CAPTION>
AGGREGATE NUMBER PERCENT OF
OF SHARES OUTSTANDING
NAME BENEFICIALLY OWNED(a) SHARES
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------
Alva A. App 4,597(b) *
- -------------------------------------------------------------------------------------------
Edmund M. Carpenter 4,404 *
- -------------------------------------------------------------------------------------------
Bennett Dorrance 26,284,836(c) 10.6%
- -------------------------------------------------------------------------------------------
Thomas W. Field, Jr. 16,240 *
- -------------------------------------------------------------------------------------------
Kent B. Foster ** *
- -------------------------------------------------------------------------------------------
Harvey Golub 2,000 *
- -------------------------------------------------------------------------------------------
David W. Johnson 778,323(d) *
- -------------------------------------------------------------------------------------------
David K. P. Li 2,634 *
- -------------------------------------------------------------------------------------------
Philip E. Lippincott 4,400 *
- -------------------------------------------------------------------------------------------
Mary Alice Malone 27,059,214(e) 10.9%
- -------------------------------------------------------------------------------------------
Charles H. Mott 31,303,331(f) 12.7%
- -------------------------------------------------------------------------------------------
George M. Sherman 1,234 *
- -------------------------------------------------------------------------------------------
Donald M. Stewart 3,136 *
- -------------------------------------------------------------------------------------------
George Strawbridge, Jr. 4,098,390(g) 1.7%
- -------------------------------------------------------------------------------------------
Robert J. Vlasic *** 2,235,431(h) *
- -------------------------------------------------------------------------------------------
Charlotte C. Weber 11,072,273(i) 4.5%
- -------------------------------------------------------------------------------------------
Frank E. Weise 57,418 *
- -------------------------------------------------------------------------------------------
John M. Coleman 82,849 *
- -------------------------------------------------------------------------------------------
Robert Subin 76,849 *
- -------------------------------------------------------------------------------------------
Dale F. Morrison 12,375 *
- -------------------------------------------------------------------------------------------
Robert F. Bernstock 91,911 *
- -------------------------------------------------------------------------------------------
All directors including shares held in
the Voting Trust referred to on page 23
and executive officers as a group (19
persons) 103,757,888(a) 42.0%
- -------------------------------------------------------------------------------------------
</TABLE>
- ---------------
* Less than 1% of the Company's outstanding shares of Capital Stock.
** See page 6.
*** Retiring on November 21, 1996.
Alphabetical footnotes begin on page 6.
5
<PAGE> 9
The following table sets forth the same information as on page 5 regarding
shares beneficially owned as of September 23, 1996, and also sets forth Campbell
stock units credited to the individual's deferred compensation account. The
account reflects the election of the individuals to defer previously earned
compensation and pending awards of restricted performance stock into Campbell
stock units. The individuals are fully at risk as to the price of Campbell stock
in their deferred stock accounts. Additional stock units are credited to the
accounts to reflect accrual of dividends. The stock units do not carry any
voting rights. Unrestricted deferred Campbell stock units are included in
calculating the Company required stock ownership for directors and executives.
<TABLE>
<CAPTION>
AGGREGATE NUMBER TOTAL NUMBER OF
OF SHARES CAMPBELL STOCK SHARES AND
NAME BENEFICIALLY OWNED(a) DEFERRED DEFERRED STOCK
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
Alva A. App 4,597(b) 3,178 7,775
- ---------------------------------------------------------------------------------------------------------
Edmund M. Carpenter 4,404 863 5,267
- ---------------------------------------------------------------------------------------------------------
Bennett Dorrance 26,284,836(c) -- 26,284,836
- ---------------------------------------------------------------------------------------------------------
Thomas W. Field, Jr. 16,240 7,295 23,535
- ---------------------------------------------------------------------------------------------------------
Kent B. Foster -- 500 500
- ---------------------------------------------------------------------------------------------------------
Harvey Golub 2,000 350 2,350
- ---------------------------------------------------------------------------------------------------------
David W. Johnson 778,323(d) 79 778,402
- ---------------------------------------------------------------------------------------------------------
David K. P. Li 2,634 1,401 4,035
- ---------------------------------------------------------------------------------------------------------
Philip E. Lippincott 4,400 1,892 6,292
- ---------------------------------------------------------------------------------------------------------
Mary Alice Malone 27,059,214(e) 581 27,059,795
- ---------------------------------------------------------------------------------------------------------
Charles H. Mott 31,303,331(f) 1,717 31,305,048
- ---------------------------------------------------------------------------------------------------------
George M. Sherman 1,234 2,020 3,254
- ---------------------------------------------------------------------------------------------------------
Donald M. Stewart 3,136 864 4,000
- ---------------------------------------------------------------------------------------------------------
George Strawbridge, Jr. 4,098,390(g) 1,586 4,099,976
- ---------------------------------------------------------------------------------------------------------
Robert J. Vlasic 2,235,431(h) -- 2,235,431
- ---------------------------------------------------------------------------------------------------------
Charlotte C. Weber 11,072,273(i) 1,176 11,073,449
- ---------------------------------------------------------------------------------------------------------
Frank E. Weise 57,418 61,976 119,394
- ---------------------------------------------------------------------------------------------------------
John M. Coleman 82,849 19,509 102,358
- ---------------------------------------------------------------------------------------------------------
Robert Subin 76,849 37,137 113,986
- ---------------------------------------------------------------------------------------------------------
Dale F. Morrison 12,375 23,336 35,711
- ---------------------------------------------------------------------------------------------------------
Robert F. Bernstock 91,911 18,857 110,768
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(a) The shares shown include 1,057,514 shares of Capital Stock with respect to
which Executive Officers have a right, as of November 23, 1996, to acquire
beneficial ownership because of vested stock options.
(b) Share ownership shown does not include 234 shares held by Alva App's wife,
as to which he disclaims beneficial ownership.
(c) Bennett Dorrance is a grandson of John T. Dorrance, the brother of Mary
Alice Malone, and a cousin of George Strawbridge and Charlotte C. Weber.
Share ownership shown does not include 153,472 shares held by the Estate of
his father, John T. Dorrance, Jr., of which he is an Executor, and as to
which shares he disclaims beneficial ownership. Does not include 245,594
shares held as guardian for one of his children nor 245,616 shares held as
trustee for one of his children, as to which shares he disclaims beneficial
ownership. Reference is also made to "Principal Shareowners." Does not
include 128,700 shares held by the Dorrance Family Foundation.
6
<PAGE> 10
(d) Share ownership shown does not include 4,000 shares held by David Johnson's
spouse, as to which he disclaims beneficial ownership.
(e) Mary Alice Malone is a granddaughter of John T. Dorrance. Share ownership
shown does not include 153,472 shares held by the Estate of her father,
John T. Dorrance, Jr., of which she is an Executor and as to which shares
she disclaims beneficial ownership. Does not include 14,554 shares held by
her cousin as trustee of a trust for her children, as to which shares she
disclaims beneficial ownership. Reference is also made to "Principal
Shareowners."
(f) Share ownership shown for Charles Mott includes 31,292,250 shares held by
the Voting Trust over which he, as a Trustee, has shared voting power.
Reference is also made to "Principal Shareowners." In September 1990 the
Trustees of the Voting Trust requested the Company's Governance Committee
to nominate Charles Mott as a candidate for election as a director.
(g) George Strawbridge is a grandson of John T. Dorrance and a cousin of
Charlotte Weber. Share ownership shown does not include 7,588,672 shares
held by various trusts, of which he is a trustee, for the benefit of his
sister and her children, as to which shares he disclaims beneficial
ownership.
(h) Share ownership shown includes 59,492 shares owned by the Vlasic Foundation,
of which Robert Vlasic is President, 147,924 shares owned by a revocable
trust created by Robert Vlasic, of which he is the primary beneficiary and
the trustee, 154,130 shares owned by a revocable trust created by his wife,
of which he is a co-trustee and 1,857,044 shares owned by Vlasic & Company,
a partnership of which he is a former partner. The partners of Vlasic &
Company include various irrevocable trusts of which his children are
primary beneficiaries; various irrevocable trusts of which his
grandchildren are primary beneficiaries; and various revocable trusts in
which his children are settlors, primary beneficiaries and trustees.
(i) Charlotte Weber is a granddaughter of John T. Dorrance. Share ownership
shown includes 11,026,096 shares held by two trusts of which she is a
co-trustee and 43,377 shares held by a foundation of which she is also a
co-trustee, for all of which she has shared voting and dispositive power.
Does not include 443,276 shares held by her children, as to which she
disclaims beneficial ownership.
7
<PAGE> 11
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE STANDARDS
Campbell first published corporate governance standards in its proxy in
1992. The Board has reviewed and improved the standards annually.
1. The Board will operate in accordance with Campbell Requirements of
Directors (printed at page 10, below).
2. The Board will evaluate the performance of the CEO at least annually in
meetings of independent directors that are not attended by the CEO. For
this purpose, "independent" means no present or former employment by
the Company and no significant financial or personal tie to the Company
other than share ownership and entitlement to director fees. See "CEO
Compensation and Evaluation," at page 13, below.
3. When the CEO also holds the position of Chairperson of the Board, the
Board will elect a non-executive Vice Chair (or a non-executive
director who is the Lead Director).
4. Every year the Board will review and approve a three-year strategic
plan and a one-year operating plan for the Company.
5. All directors will stand for election every year.
6. The Board believes that as a general rule, former Campbell executives
should not serve on the Board. (At present, there are no former
executives on the board and all directors are independent except for
Campbell's CEO.)
7. The Audit, Compensation/Organization and Governance Committees will
consist entirely of independent directors.
8. Committee members will be appointed by the Board.
9. The Governance Committee will annually assess Board and Committee
effectiveness and report the results to shareowners in the proxy
statement. For the 1996 assessment, see "Board Evaluation," at page 9,
below.
10. Whenever feasible, directors will receive materials well in advance of
meetings for items to be acted upon.
11. Interlocking directorships will not be allowed, except with respect to
joint ventures. (An interlocking directorship would occur if a Campbell
officer served on the Board of Company X and an officer of Company X
served on the Campbell Board, or if a major supplier or customer served
on Campbell's Board.)
12. Directors are required to own at least 1,000 Campbell shares within one
year of election and 3,000 shares within three years of election.
13. No director shall stand for reelection after the attainment of age 70.
14. Succession planning and management development will be reported
annually by the CEO to the Board.
15. All executives (approximately 300 persons) must buy and hold outright
(i.e., excluding options and restricted stock) Campbell stock valued at
one-half to three times base salary, depending on their positions.
16. Incentive compensation plans will link pay directly and objectively to
measured financial goals set in advance by the Compensation Committee.
(See Compensation Committee Report at pages 11 to 14).
17. Stock options will not be repriced (the exercise price for options will
not be lowered even if the current market price of the stock is below
the exercise price).
18. The Company does not have a "poison pill" or other anti-takeover
devices because it believes that the way to remain independent is via
superior performance in building shareowner wealth.
19. All shareowners have equal voting rights.
20. These Corporate Governance Standards have been developed and approved
by the Board and are reviewed by the Board at least annually.
8
<PAGE> 12
BOARD EVALUATION
In May 1995, the Board's Governance Committee led a new process of
evaluation of Board performance and effectiveness. As a first step, all
directors completed a Board Evaluation questionnaire. Each director entered a
number grade from 1 to 5 and, in most cases, written comments addressing each of
the following fifteen standards:
1. The Board knows and understands the Company's vision, strategic
precepts, strategic plan and operating plan.
2. The Board reflects its understanding of the Company's vision, strategic
precepts, strategic plan and operating plan in its discussions and
actions on key issues throughout the year.
3. Board meetings are conducted in a manner which ensures open
communication, meaningful participation, and timely resolution of
issues.
4. Advance Board materials contain the right amount of information.
5. Board members receive their materials sufficiently in advance of
meetings.
6. Board members are diligent in preparing for meetings.
7. The Board reviews and adopts an annual operating budget and regularly
monitors performance against it throughout the year.
8. The Board regularly monitors the Company's income statement, balance
sheet and cash flow.
9. The Board reviews and adopts an annual capital budget and receives
regular written or oral reports of performance against it throughout
the year.
10. In tracking Company performance, the Board regularly considers the
performance of peer companies.
11. The Board regularly reviews the performance of the CEO.
12. The Board and/or the Compensation/Organization Committee regularly
reviews the performance and ethics of the senior officers.
13. The correlation between executive pay and Company performance is
regularly considered by the Board and/or the Compensation Committee.
14. The Board reviews succession plans for the CEO and senior management.
15. The trigger level for Board or Committee involvement in major business
policies and decisions is appropriate.
In July 1995, the Chairman of the Governance Committee presented a
synthesis of the assessments and recommendations to the full Board. The sense of
the Board was that the areas of greatest strength were: (1) attention to Company
performance versus peers, (2) timeliness and sufficiency of written Board
materials, (3) connection of pay to performance and (4) the Board's involvement
in setting and tracking against budgets. Conversely, the Board identified the
following areas as the most promising areas upon which to focus collective
efforts for self-improvement:
1. Expanding the portion of Board time devoted to long-range strategic
planning.
2. Broadening and diversifying the skills of directors.
3. Encouraging active participation in meetings by all directors.
4. Upgrading the quality of Committees' reports to the Board regarding
their deliberations.
9
<PAGE> 13
In response, the following specific steps were taken in fiscal 1996:
1. The frequency and length of strategic business presentations were
significantly increased.
2. Explicit "Director Requirements," set forth below, were drafted,
approved by the Board and distributed to shareowners in order to declare
clear expectations regarding contributions of directors.
3. The Board began consciously employing developmental rotations of
directors among the various Board Committees, without foregoing the
necessary critical mass of skilled and experienced directors on any
Committee. In-depth orientation sessions were provided for each new
Committee member in order to increase understanding of the business and
Board operations and policies.
4. Attention was focused on upgrading the quality and substance of reports
by Committee Chairs to the Board.
At the end of fiscal 1996, the Governance Committee asked directors to
assess progress in the four areas upon which 1996 self-improvement efforts had
been focused. The Committee also solicited suggestions of other areas where the
Board should focus for self-improvement. The result of this assessment was a
consensus that there had been significant improvement in all areas. The
Governance Committee will continue to make and implement changes to improve
Board effectiveness based on suggestions received from directors and management.
In fiscal 1997, the Board will undertake a full self-assessment substantially
identical to that conducted in 1995.
REQUIREMENTS OF MANAGEMENT AND DIRECTORS
<TABLE>
<CAPTION>
BOARD REQUIREMENTS CAMPBELL REQUIREMENTS
OF MANAGEMENT OF DIRECTORS
---------------------------------------- ----------------------------------------
<C> <S> <C> <C>
-- Develop strategies to deliver strong -- Act in the best interests of all
market franchises and build shareowner shareowners
wealth over the long term
-- Recommend appropriate strategic and -- Critique and approve strategic and
operating plans operating plans
-- Maintain effective control of operations -- Select, motivate, evaluate and
compensate the CEO
-- Measure performance against peers -- Good understanding of strategies and the
businesses
-- Strong, principled and ethical -- Review succession planning and
leadership management development
-- Assure sound succession planning and -- Advise and consult on key organizational
management development changes
-- Sound organizational structure -- Careful study of Board materials and
issues
-- Inform the Board regularly regarding the -- Active, objective and constructive
status of key initiatives participation at meetings of Board and
committees
-- No surprises -- Assistance in representing Campbell to
the outside world
-- Board meetings which are well-planned, -- Counsel on corporate issues
allow meaningful participation and
provide for timely resolution of issues
-- Advance Board materials which contain -- Good understanding of general economic
the right amount of information and are trends and corporate governance
received sufficiently in advance of
meetings
</TABLE>
10
<PAGE> 14
COMPENSATION OF EXECUTIVE OFFICERS
COMPENSATION AND ORGANIZATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION
Highlights of Compensation
The Compensation and Organization Committee believes that in comparison
with other major public companies, Campbell has one of the most demanding and
shareowner-sensitive programs to motivate employees to build wealth for
shareowners. We also believe that this program has been an important factor in
the Company's superior earnings growth, margin improvement, cash generation, and
total return to shareowners over the period since 1990.
There are three unique and defining elements of Campbell's program:
(1) TIGHT LINK BETWEEN PAY AND MEASURED PERFORMANCE.
OBJECTIVITY. 100% of our incentive payments are based on objective
financial performance measures designed to build shareowner wealth:
sales, earnings, returns and cash.
NO WINDFALLS. In the short term, holders of stock options may benefit
(or suffer) from stock market factors unrelated to their own
performance. We have therefore balanced our long-term incentives
between options and long-term performance-restricted stock (shares
that are automatically forfeited if tough performance hurdles are not
met).
(2) EXECUTIVES WALK IN SHAREOWNERS' SHOES. Every executive must buy and
hold an ownership stake in the Company that is significant in
comparison with his or her salary. Performance-restricted shares and
options are not counted in calculating ownership. In addition,
performance-restricted shares of Campbell stock make up a large portion
of every executive's compensation. Finally, our stock option plan
prohibits repricing.
(3) TOUGH TARGETS. Campbell's program emphasizes "stretch" and
risk-bearing in the following ways:
INDEPENDENT VALIDATION. All of Campbell's independent directors play
active roles in assessing the degree of "stretch" in management's
proposed performance goals -- and validate those goals externally.
Throughout the 1990s, the Board-approved operating plan has had an
earnings growth goal set before the beginning of each fiscal year in
the top quartile of growth rates projected by the consensus of
independent securities analysts for the Company's Performance Peer
Group. That peer group currently consists of 15 food companies
including Campbell's key competitors.
HIGH PORTION AT RISK. For the executive officers listed on page 15,
the portion of pay that was at risk in fiscal 1996 ranged from 75% to
more than 90%.
HIGH LEVERAGE. Campbell's rewards and punishments are more highly
leveraged than those of peers. If a plan commitment is missed by 10%,
bonus payout is cut to half of the target, and if plan is missed by
more than 10%, there is no bonus. If a business beats its plan by 10%,
the target bonus is doubled.
WINNING IS ONLY IN RELATIVITY. So far as we are aware, performance
relative to peers receives greater emphasis in Campbell compensation
plans than at any other company.
In the first place, Campbell is the only company at which peer
performance is a key component in every incentive program: not only
annual bonus, but long-term performance plans. Even the amount that
the Company contributes to match employees' contributions to the
Company Savings Plan depends on whether or not earnings growth ranks
in the top quartile of the Performance Peer Group.
Second, Campbell has put a great deal of effort into ensuring a
correlation between performance relativity and pay relativity. Each
executive's "target" annual bonus is set at the median of the
Compensation Peer Group, the 31 consumer companies who are our main
competitors in recruiting talent. Salaries are also set at the median.
A supplement, calculated to bring total cash compensation into the top
quartile, can be paid only if the plan commitment is
11
<PAGE> 15
delivered and earnings growth, measured at the end of the year,
actually ranks in the top quartile of the Performance Peer Group.
Calculation of Annual Bonus
The following methodology determined bonus payouts for fiscal 1996:
I. ACTIONS BEFORE THE START OF THE FISCAL YEAR
(1) A target bonus was set for each participating executive. This dollar
amount was based upon a percentage of the midpoint of the salary range
for the executive's job and was calculated to deliver median
compensation in comparison with the Compensation Peer Group.
(2) The Board of Directors reviewed and approved an Operating Plan which
set specific performance goals (which in 1996 were CROA, net sales,
earnings and reductions in working capital) for the Company as a whole
and separately for its major business units.
(3) The Compensation and Organization Committee determined that an
additional amount of up to 10% of target bonus should be paid if
performance goals for new product sales for the Company as a whole were
exceeded.
(4) The Compensation and Organization Committee determined what portion of
each executive's bonus would depend on Company results (a minimum of
20%) and what portion would depend on the results of a business unit.
For the CEO, 100% of bonus depended on total Company results.
II. ACTIONS AFTER THE END OF THE FISCAL YEAR
(1) Financial statements were prepared for the Company and each business
unit.
(2) For each business unit and the Company, CROA was calculated and
compared to the Board-determined threshold. No bonus was paid for
business units that fell short of their Operating Plan CROA threshold.
In 1996, the Company met its CROA threshold.
(3) Where the CROA threshold was satisfied, the major portion (70%) of the
bonus opportunity was determined by comparing earnings performance to
the Operating Plan earnings target. If the earnings threshold was not
met, no bonus was paid on account of the unit's earnings. By the terms
of the incentive plan, extraordinary events such as major
restructurings and accounting changes are excluded. In 1996 the
Company's net earnings exceeded the plan.
(4) Sales performance, representing a 20% portion of bonus opportunity (30%
for some business units), was compared to the Operating Plan sales
target. If the sales threshold was not met, the sales portion of the
target bonus was not paid. Above-target sales performance could result
in above-target bonus payment only if the earnings threshold was also
met. In fiscal 1996, Company sales performance was slightly below the
plan.
(5) Working capital levels, representing a 10% portion of bonus
opportunity, were compared to the goal for reduction of working capital
in the Operating Plan. If the working capital reduction threshold was
not met, no bonus was paid on account of working capital reduction. In
fiscal 1996, reduction of working capital levels met the plan
objective.
(6) New product sales, representing an additional amount of up to 10% of
bonus target, was compared to the goal for new product sales. If the
goal for new product sales was not exceeded, nothing was paid. In
fiscal 1996, new product sales exceeded the goal.
(7) Finally, Company earnings performance was compared to that of the
Performance Peer Group. By the terms of the program, if the Company
achieves its goal for corporate net earnings and the rate of annual
growth in the Company's net earnings places it in the top quartile of
the Performance Peer Group, each bonus-eligible executive would receive
an additional 30% of his/her bonus target. For purposes of this "top
quartile" calculation, extraordinary events are excluded. Companies
that ranked in the bottom quartile in annual earnings growth in the
prior fiscal year are excluded in the calculation because the purpose
of this component of bonus opportunity is to motivate consistent
peer-beating results and to provide compensation in the
12
<PAGE> 16
top quartile of the Compensation Peer Group if top quartile performance
is achieved. In fiscal 1996, so measured, the Company ranked in the top
quartile of the Performance Peer Group and this triggered a
supplemental payment of 30% of bonus target.
Long-Term Compensation (Restricted Performance Stock and Stock Options)
Half of executives' long-term compensation is delivered via restricted
performance shares. Grants are made every two years for overlapping three-year
performance periods. Eligibility for delivery of shares at the end of a
performance period depends on whether the Company meets the minimum CROA set by
the Board in the strategic plan for the performance period. The number of shares
actually delivered depends upon cumulative corporate net earnings for the
performance period. If the Company satisfies its CROA threshold and delivers
cumulative earnings beyond the goal in the strategic plan, additional shares are
awarded at time of earnout, up to a maximum of 150% of target. For performance
years 1994-1996, if the Company achieves its three year goal for cumulative
corporate net earnings and the rate of growth places in the top quartile of the
Performance Peer Group for three years, each participant was entitled to the
maximum payout that could be earned of 150% of target. For performance years
1994-1996, the Company exceeded the CROA threshold, achieved its earnings goal,
and placed in the top quartile of the Performance Peer Group. That resulted in
the maximum payout of 150% of target. For performance years 1996-1998, the
reward for top quartile earnings growth is an earnout of 30% of target (50% for
ranking #1 in the peer group) in addition to the earnout based strictly on
Campbell performance, for a maximum payout opportunity of 200% of target.
The other half of value delivered to officers under the Long-Term Incentive
Plan is in the form of stock options, awarded annually.
The regular guidelines for restricted performance share and stock option
grants to executives are designed to deliver long-term compensation at the 75th
percentile when compared to the Compensation Peer Group. For the last six fiscal
years the Company's performance as measured by annual growth in net earnings has
consistently been in the top quartile of the Performance Peer Group.
Policy on Deductibility of Compensation
Section 162(m) of the Internal Revenue Code limits the tax deduction to $1
million for compensation paid to the executive officers listed on page 15,
unless certain requirements are met. One requirement is that the Compensation
Committee consist entirely of outside directors as defined in the Internal
Revenue Code and Campbell's Compensation Committee meets this requirement.
Another requirement is that compensation over $1 million must be based upon
Company attainment of performance goals approved by shareowners. The 1994
Long-Term Incentive Plan and the Management Worldwide Incentive Plan which were
approved by shareowners in 1994 are designed to meet these requirements. Minimal
changes had to be made to these plans because the Company's incentive plans were
already designed to link pay to Company performance. The Company believes that
all compensation paid to the executive officers listed on page 15 in fiscal 1996
is fully deductible. The Company believes that compensation paid under the
Management Worldwide Incentive Plan and 1994 Long-Term Incentive Plan will
continue to be deductible. The Committee's present intention is to comply with
the requirements of Section 162(m) unless and until the Committee determines
that compliance would disadvantage the Company.
CEO Compensation and Evaluation
The determination of the Chief Executive Officer's salary, bonus and annual
grants of stock options and restricted performance shares followed the policies
and calculations set forth above for those components of all executives'
compensation.
The CEO's salary increase of 8.1% for fiscal 1996 (effective October 1,
1995) was based on the Compensation Committee's evaluation of his and the
Company's performance. The Company's performance was measured against goals for
CROA, corporate net earnings, sales and working capital reductions. All of these
goals were exceeded, except for sales which was slightly below plan. Company
performance was also compared to the performance of the Performance Peer Group
based on CROA, sales, earnings, working capital levels, cash margins, and net
margins. Other measurements used to evaluate the CEO were
13
<PAGE> 17
stock price performance, market shares, and development of sound strategic,
operating and succession plans. No specific weighting was assigned to these
factors in determining the base salary increase.
David Johnson's bonus for fiscal 1996 of $1,160,800 was determined entirely
by the quantitative criteria set forth on pages 12 and 13. The Committee's
recommendations relating to David Johnson's compensation were approved by the
Board.
In fiscal 1996, the Board completed the first cycle of an expanded CEO
evaluation process. Every independent director completed a written assessment of
the CEO's performance based on a formal position description for the job of CEO,
which defined responsibilities in each of the following areas:
-- Strategic Planning
-- Financial Results
-- Succession Planning
-- Communications/External Relations
-- Board Relations
-- Leadership/Human Resources
Input was also obtained from other constituents, including securities
analysts, customers, key executives, employees, and shareowners. The results
were summarized and the full text of a written evaluation was discussed and
approved by the Board. The Chair of the Compensation and Organization Committee
presented the ratings and evaluation comments in writing to David Johnson who
then responded to the full Board.
The initiatives and programs put in place by David Johnson since he joined
the Company in 1990 have resulted in dramatic improvements in the Company's
performance. Some of the key quantitative indicators of performance are set
forth below.
COMPANY PERFORMANCE
<TABLE>
<CAPTION>
CHANGE FROM
FISCAL YEAR 1990* 1996 1990 TO 1996
- -------------------------------------------------------- ------ ------ --------------
<S> <C> <C> <C>
Net Earnings (millions)................................. $306 $802 17.4% per year
Net Margin.............................................. 4.9% 10.4% 5.5 points
Cash flow from Operations (millions).................... $448 $1,213 18.1% per year
Cash Margin............................................. 13.2% 21.6% 8.4 points
Earnings Per Share (EPS)................................ $1.18 $3.22 18.2% per year
Return on Equity........................................ 16.2% 30.8% 14.6 points
Cash Return on Assets (CROA)............................ 19.0% 23.9% 4.9 points
Market Value (billions)................................. $6.9 $16.6 15.8% per year
Annual Dividends Declared per Share..................... $.49 $1.35 18.4% per year
</TABLE>
- ---------------
* Excluding restructuring charges of $302 million, or $1.16 per share.
COMPENSATION AND ORGANIZATION COMMITTEE
<TABLE>
<S> <C>
THOMAS W. FIELD, JR., ACTING CHAIR MARY ALICE MALONE
EDMUND M. CARPENTER DONALD M. STEWART
PHILIP E. LIPPINCOTT GEORGE STRAWBRIDGE, JR.
</TABLE>
COMPENSATION AND ORGANIZATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None.
14
<PAGE> 18
TABLE 1--SUMMARY COMPENSATION
The following table sets forth the cash compensation awarded, paid to, or
earned by the Company's Chief Executive Officer and the five other most highly
paid Executive Officers.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM AWARDS
-----------------------------------------------------------
RESTRICTED SECURITIES
NAME AND FISCAL STOCK(1) UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS OPTIONS(#) COMPENSATION(2)
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
DAVID W. JOHNSON 1996 $987,500 $1,160,800 $ 0 220,000 $ 64,450
Chairman, President and 1995 $917,000 $1,287,917 $2,846,765 100,000 $ 66,147
Chief Executive Officer 1994 $865,000 $ 944,541 $ 80,575 66,000 $ 54,286
- ------------------------------------------------------------------------------------------------------------------
FRANK E. WEISE, III 1996 $355,500 $ 288,563 0 45,600 $ 19,321
Senior Vice President. 1995 $330,000 $ 391,931 $ 744,719 26,125 $ 21,657
President -- Bakery & 1994 $312,000 $ 287,773 0 18,000 $ 17,993
Confectionery
- ------------------------------------------------------------------------------------------------------------------
JOHN M. COLEMAN 1996 $333,667 $ 280,526 0 39,150 $ 18,425
Senior Vice President -- 1995 $314,200 $ 311,009 $ 613,406 19,875 $ 18,756
Law and Public Affairs 1994 $298,000 $ 228,150 0 14,400 $ 15,784
- ------------------------------------------------------------------------------------------------------------------
ROBERT SUBIN 1996 $312,500 $ 280,526 0 34,800 $ 17,790
Senior Vice President -- 1995 $300,000 $ 266,300 $ 588,653 15,900 $ 16,989
Global Sourcing & 1994 $272,000 $ 247,689 0 14,400 $ 15,590
Engineering
- ------------------------------------------------------------------------------------------------------------------
DALE F. MORRISON(3) 1996 $300,000 $ 245,754 0 23,750 $212,140
Vice President. 1995 $ 56,250 0 $1,212,884 35,000 0
President --Pepperidge
Farm
- ------------------------------------------------------------------------------------------------------------------
ROBERT F. BERNSTOCK 1996 $304,167 $ 237,751 $ 181,236 45,600 $ 16,257
Senior Vice President. 1995 $275,000 $ 228,800 $ 853,600 15,900 $ 15,114
President -- U.S. Grocery 1994 $250,000 $ 149,488 $ 0 14,400 $ 11,984
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------
1. Dollar values of stock awards are based on market price at time of grant.
With the exception of an initial award of time-lapse restricted shares to
Dale Morrison in 1995 as a necessary part of the recruitment package to make
him whole for forfeited stock options from his prior employer, earnouts of
stock awards listed in the above table depend on Company performance.
Delivery of performance restricted shares depends entirely upon attainment of
financial goals for cash return on assets and corporate net earnings. The
aggregate number of restricted stock or restricted stock units held and their
value as of the end of the fiscal year for the executives were as follows:
David Johnson, 150,000 shares/$10,050,000; Frank Weise, 13,900
shares/$931,300; John Coleman, 10,600 shares/$710,200; Robert Subin, 10,600
shares/$710,200; Dale Morrison 17,800 shares/ $1,192,600 and Robert Bernstock
17,658 shares/$1,183,086. Regular quarterly dividends are paid on restricted
stock.
2. "All other compensation" consists of Company contributions or allocation to
savings plans (tax-qualified and supplemental).
3. Dale Morrison joined the Company on June 19, 1995. In addition to
contributions to savings plans of $7,372, his other compensation in 1996
included a one time payment of $150,000 to compensate him for forfeiture of
his annual incentive bonus from his prior employer and $54,768 for temporary
living expenses and certain other expenses reimbursable under Company
executive benefit plans.
15
<PAGE> 19
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
TABLE 2 -- OPTION GRANTS IN LAST FISCAL YEAR
- -----------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS VALUE(1)
- -----------------------------------------------------------------------------------------------------------------
% OF
TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED
UNDERLYING TO EXERCISE GRANT
OPTIONS EMPLOYEES OR BASE DATE
GRANTED(2) IN FISCAL PRICE EXPIRATION PRESENT
NAME (#) YEAR ($/SH) DATE VALUE ($)
<S> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
David W. Johnson 220,000 7.0% $69.4375 6/27/06 $3,460,600
- -----------------------------------------------------------------------------------------------------------------
Frank E. Weise, III 45,600 1.4% $69.4375 6/27/06 $ 717,288
- -----------------------------------------------------------------------------------------------------------------
John M. Coleman 39,150 1.2% $69.4375 6/27/06 $ 615,830
- -----------------------------------------------------------------------------------------------------------------
Robert Subin 34,800 1.1% $69.4375 6/27/06 $ 547,404
- -----------------------------------------------------------------------------------------------------------------
Dale F. Morrison 23,750 0.8% $69.4375 6/27/06 $ 373,588
- -----------------------------------------------------------------------------------------------------------------
Robert F. Bernstock 45,600 1.4% $69.4375 6/27/06 $ 717,288
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------
(1) In accordance with Securities and Exchange Commission rules, the
Black-Scholes option pricing model was chosen to estimate the grant date
present value of the options set forth in this table. The Company's use of
this model should not be construed as an endorsement of its accuracy at
valuing options. All stock option models require a prediction about the
future movement of the stock price. The following assumptions were made for
purposes of calculating Grant Date Present Value: average option term of six
years, volatility of 18.7% (calculated monthly over the three preceding
calendar years), dividend yield of 2.3% and interest rate of 5.4% (six year
Treasury note rate at January 4, 1996). The real value of the options in
this table depends upon the actual performance of the Company's stock during
the applicable period and upon when they are exercised.
(2) Options have a ten-year term and vest cumulatively over three years at the
rate of 30%, 60%, 100% respectively on the first three anniversaries
following the date of grant. All options vest immediately in the event of a
Change in Control.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
TABLE 3 -- AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
- --------------------------------------------------------------------------------------------------------------------
SECURITIES
UNDERLYING VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END(#) FY-END($)(2)
--------------------------------------------------
SHARES VALUE
ACQUIRED ON REALIZED EXER- UNEXER- EXER- UNEXER-
EXERCISE(#) ($)(1) CISABLE CISABLE CISABLE CISABLE
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
David W. Johnson 0 0 360,400 316,400 $11,771,690 $2,049,765
- --------------------------------------------------------------------------------------------------------------------
Frank E. Weise, III 0 0 55,437 71,088 $ 2,026,514 $ 544,725
- --------------------------------------------------------------------------------------------------------------------
John M. Coleman 10,800 $ 433,755 70,052 58,823 $ 2,127,270 $ 423,001
- --------------------------------------------------------------------------------------------------------------------
Robert Subin 3,031 $ 148,519 61,921 51,690 $ 2,063,034 $ 373,429
- --------------------------------------------------------------------------------------------------------------------
Dale F. Morrison 0 0 10,500 48,250 $187,031 $ 436,406
- --------------------------------------------------------------------------------------------------------------------
Robert F. Bernstock 3,200 $ 146,400 66,260 62,490 $ 2,295,514 $ 373,429
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------
(1) All shares acquired by John Coleman and Robert Bernstock as a result of the
exercise of options were retained. Value realized equals pretax market value
of the stock on date of exercise, less the exercise price, times the number
of shares acquired. Shares may be used to pay withholding taxes.
(2) Value of unexercised options equals fair market value of a share into which
the option could have been converted at July 26, 1996 (market price $67.00),
less exercise price, times the number of options outstanding.
16
<PAGE> 20
RETURN TO SHAREOWNERS* PERFORMANCE GRAPH AND BAR CHART
The following graph compares the cumulative total Shareowner return on the
Company's Capital Stock with the cumulative total return of the Standard &
Poor's Food Index (the "S&P Food Group") and the Standard & Poor's 500 Stock
Index (the "S&P 500"). Also shown below are the related compound annual growth
rates (CAGR). The graph assumes that $100 was invested on July 29, 1991 in each
of Campbell stock, the S&P Food Group and the S&P 500, and that all dividends
were reinvested.
<TABLE>
<CAPTION>
Measurement Period S&P FOOD
(Fiscal Year Covered) CAMPBELL GROUP S&P 500
<S> <C> <C> <C>
1991 100 100 100
1992 101 112 115
1993 98 100 125
1994 104 108 131
1995 135 139 165
1996 197 159 190
</TABLE>
The following bar charts compare the one year, three year and five year
compound annual growth rates for total shareowner return on the Company's
Capital Stock with the S&P Food Group and S&P 500.
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) CAMPBELL S&P FOOD S&P 500
<S> <C> <C> <C>
1 YEAR 46.5 14.5 15.5
3 YEARS 26.2 16.6 15.2
5 YEARS 14.5 9.7 13.7
</TABLE>
17
<PAGE> 21
PENSION PLANS
The following table illustrates the approximate annual pension that may
become payable to an employee in the higher salary classifications under the
Company's regular and supplementary pension plans.
<TABLE>
<CAPTION>
AVERAGE
COMPENSATION
IN HIGHEST ESTIMATED ANNUAL PENSIONS
5 YEARS OF YEARS OF SERVICE
LAST 10 YEARS OF ------------------------------------------------------------------
EMPLOYMENT 20 25 30 35 40
- ---------------- -------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 600,000 $177,242 $221,553 $ 265,864 $ 280,864 $ 295,864
800,000 237,242 296,553 355,864 375,864 395,864
1,000,000 297,242 371,553 445,864 470,864 495,864
1,200,000 357,242 446,553 535,864 565,864 595,864
1,400,000 417,242 521,553 626,864 660,864 695,864
1,600,000 477,242 596,553 715,864 755,864 795,864
1,800,000 537,242 671,553 805,864 850,864 895,864
2,000,000 597,242 746,553 895,864 945,864 995,864
2,200,000 657,242 821,553 985,864 1,040,864 1,095,864
2,400,000 717,242 896,553 1,075,864 1,135,864 1,196,864
</TABLE>
Compensation covered for executive officers named in the table on page 15
is the same as the total salary and bonus shown in that table. These estimated
amounts assume retirement at age 65 (normal retirement age) with a straight-life
annuity without reduction for a survivor annuity or for optional benefits. They
are not subject to deduction for Social Security benefits or other offsets. The
years of service set forth below for the executive officers named in the table
on page 15 include additional years of service pursuant to supplemental pension
arrangements designed to attract executives from other employers in the middle
of their careers. Such arrangements are a necessary part of the recruitment and
retention package for senior executives in order to compensate them for pension
benefits that would have accrued had they remained at their previous employers.
At the end of fiscal 1996 (ended July 28), David Johnson has been credited with
30 years of service. If David Johnson remains with the Company until he reaches
age 65, he will receive an additional annual pension benefit that is estimated
to be approximately 18% higher than the benefit payable under the pension plans
as set forth above. In addition, Mr. Johnson's benefit will be a "100% joint and
survivor annuity," which means that the same amount will be paid to his spouse
if she survives him. As of the end of fiscal 1996, the full years of accrued
service under the pension plans for the five individuals other than David
Johnson named in the compensation table on page 15 were as follows: Frank
Weise -- 11 years; John Coleman -- 14 years; Robert Subin -- 25 years; Dale
Morrison -- 2 years; and Robert Bernstock -- 19 years.
TERMINATION ARRANGEMENTS
The Company has entered into Special Severance Protection Agreements
("Special Severance Agreements"') with all six of the executive officers named
on page 15 as well as certain other executive officers. The Special Severance
Agreements provide severance pay and continuation of certain benefits should a
Change in Control occur. Entry into the Agreements was unanimously approved by
the independent members of the Board of Directors. In order to receive benefits
under the Special Severance Agreements, the executive's employment must be
terminated involuntarily, without cause, whether actual or "constructive",
within two years following a Change in Control.
18
<PAGE> 22
Generally, a "Change in Control" will be deemed to have occurred in any of
the following circumstances:
<TABLE>
<C> <S>
(i) the acquisition of 25% or more of the outstanding voting stock of the Company by
any person or entity, with certain exceptions for Dorrance family members;
(ii) the persons serving as directors of the Company as of January 25, 1990, and those
replacements or additions subsequently approved by a two-thirds vote of the
Board, cease to make up at least two-thirds of the Board;
(iii) a merger, consolidation or share exchange in which the shareowners of the Company
prior to the merger wind up owning 80% or less of the surviving corporation; or
(iv) a complete liquidation or dissolution of the Company or disposition of all or
substantially all of the assets of the Company.
</TABLE>
Under the Special Severance Agreements, severance pay would equal two and
one half years' base salary and bonus. Medical, life and disability benefits
would be provided at the expense of the Company for the lesser of (i) 30 months
or (ii) the number of months remaining until the executive's 65th birthday. The
Company would pay in a single payment an amount equal to the value of the
benefit the executive would have accrued under the Company's pension plans had
the executive remained in the employ of the Company for an additional 30 months
or until his 65th birthday, if earlier.
Upon a Change in Control, (a) all options outstanding on the date of such
Change in Control would become immediately and fully exercisable and (b) all
restrictions upon any restricted shares (other than "Performance Restricted
Shares" which are subject to performance related restrictions) would lapse
immediately and all such shares would become fully vested. An executive officer
would become vested in, and restrictions would lapse on, the greater of (i)
fifty percent (50%) of the Performance Restricted Shares or (ii) a pro rata
portion of such Performance Restricted Shares based on the portion of the
performance period that has elapsed to the date of the Change in Control. In the
event of a hostile takeover of the Company (as determined by the Board of
Directors), there would be immediate vesting of 100,000 shares of time-lapse
restricted stock granted to David Johnson and dividends that have been held in
escrow would be paid.
During any fiscal year in which a Change in Control occurs, each
participant (a) whose employment is terminated prior to the end of such year or
(b) who is in the employ of the Company on the last day of such year would be
entitled to receive, within thirty (30) days thereafter, a cash payment equal to
the greater of (i) his or her target bonus award for such year or (ii) the
average of the awards paid or payable to him or her under the Management
Worldwide Incentive Plan for the two most recent fiscal years ended prior
thereto. Any amount to be paid to a participant who is not employed for the
entire fiscal year would be prorated. Such payment would be made regardless of
whether or not the Company has paid any cash dividend in the fiscal year.
19
<PAGE> 23
BOARD COMMITTEES AND MEETING ATTENDANCE
The Company has Audit, Compensation and Organization, Executive, Finance
and Corporate Development, Governance, and Retirement Committees of its Board of
Directors. New committee assignments and appointments of committee chairs will
be effective on the date of the Annual Meeting. Mr. Golub joined the Board on
September 16, 1996. Membership as of the record date was as follows:
<TABLE>
<CAPTION>
COMPENSATION
AUDIT AND ORGANIZATION EXECUTIVE
- -------------------------- ------------------------------ --------------------
<S> <C> <C>
E.M. Carpenter, Chair T.W. Field, Jr., Acting Chair D.W. Johnson, Chair
T.W. Field, Jr. E.M. Carpenter B. Dorrance
M.A. Malone P.E. Lippincott P.E. Lippincott
G.M. Sherman M.A. Malone G. Strawbridge, Jr.
D.M. Stewart D.M. Stewart R.J. Vlasic
C.C. Weber G. Strawbridge, Jr.
</TABLE>
<TABLE>
<CAPTION>
FINANCE AND
CORPORATE DEVELOPMENT GOVERNANCE RETIREMENT
- -------------------------- ------------------------------ --------------------
<S> <C> <C>
P.E. Lippincott, Co-Chair B. Dorrance, Chair C.H. Mott, Chair
B. Dorrance, Co-Chair A.A. App A.A. App
D.W. Johnson K. B. Foster G.M. Sherman
D.K.P. Li G. Strawbridge, Jr. C.C. Weber
C.H. Mott R.J. Vlasic
R.J. Vlasic
</TABLE>
AUDIT COMMITTEE 4 meetings in fiscal 1996
-- Recommends the appointment of the Company's independent accountants;
-- Reviews the scope and results of the audit plans of the independent
accountants and the internal auditors;
-- Oversees the scope and adequacy of the Company's internal accounting
control and record-keeping systems;
-- Reviews the objectivity, effectiveness and resources of the internal
audit function which reports directly to the Committee;
-- Confers independently with the internal auditors and the independent
accountants;
-- Reviews non-audit services to be performed by the independent
accountants; and
-- Determines the appropriateness of fees for audit and non-audit services
performed by the independent accountants.
COMPENSATION AND ORGANIZATION COMMITTEE 7 meetings in fiscal 1996
-- Reviews and recommends to the Board salary and incentive compensation,
including bonus, stock options and restricted stock, for the Chief
Executive Officer;
-- Reviews and approves the salaries and incentive compensation for all
corporate officers and senior executives;
-- Reviews and approves the short-term and long-term incentive compensation
programs, including the performance goals;
-- Reviews the salary structure and the apportionment of compensation among
salary and short-term and long-term incentive compensation;
-- Reviews and approves the incentive compensation to be allocated to
employees; and
-- Reviews, prior to becoming effective, any major organization change that
the Chief Executive Officer intends to implement.
20
<PAGE> 24
EXECUTIVE COMMITTEE No meetings in fiscal 1996
-- Exercises all the powers of the Board when the Board is not in session,
except as otherwise provided by New Jersey law.
FINANCE AND CORPORATE DEVELOPMENT 7 meetings in fiscal 1996
Reviews and makes recommendations to the Board regarding:
-- All issuances, sales or repurchases of equity and long-term debt;
-- Changes in the Company's capital structure;
-- The capital expenditure program; and
-- Acquisitions, divestitures, joint ventures, partnerships or combination
of business interests.
GOVERNANCE COMMITTEE 6 meetings in fiscal 1996
Reviews and makes recommendations to the Board regarding:
-- The organization and structure of the Board;
-- Qualifications for director candidates;
-- Candidates for election to the Board;
-- Candidate for the position of Chairperson of the Board; and
-- The role and effectiveness of the Board and each Committee in the
Company's corporate governance process.
The Governance Committee seeks potential nominees for Board membership in
various ways and will consider suggestions submitted by shareowners. Such
suggestions, together with appropriate biographical information, should be
submitted to the Corporate Secretary of the Company.
RETIREMENT COMMITTEE 5 meetings in fiscal 1996
-- Oversees policies and practices relating to the Company's retirement and
pension plans;
-- Monitors the administration of the Company's retirement and pension
plans;
-- Reviews and submits recommendations to the Board regarding proposed
appointments to the Administrative Committee of the pension plans; and
-- Reviews and submits recommendations to the Board concerning any proposed
amendments to the Company's retirement and pension plans.
Actions taken by any of the foregoing committees are reported to the Board,
usually at its next meeting.
During fiscal 1996 (ended July 28), the Board of Directors met eleven
times. Directors meet their responsibilities not only by attending Board and
Committee meetings but also through communication with the Chairman and Chief
Executive Officer and other members of management on matters affecting the
Company. David Li, who is the Chief Executive Officer the Bank of East Asia
based in Hong Kong, came on the Board with the specific understanding that he
would not be able to attend a normal load of scheduled meetings. During fiscal
1996, in addition to Board and committee meetings, David Li met on more than ten
separate occasions, in Asia and in the United States, with senior executives to
discuss business strategies in Asia and advise about potential business
opportunities. All directors attended at least 75% of scheduled Board meetings
and meetings held by Committees of which they were members except David Li.
21
<PAGE> 25
DIRECTOR COMPENSATION
The following table displays all components of director compensation:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
COMPENSATION
<S> <C>
- ----------------------------------------------------------------------------------------------
Annual Board Retainer* 1,200 shares of Campbell stock
- ----------------------------------------------------------------------------------------------
Annual Option Grant** 1,000 options
- ----------------------------------------------------------------------------------------------
Annual Retainer for Committee Chair $4,000
- ----------------------------------------------------------------------------------------------
Board Attendance Fee (per meeting) $1,250
- ----------------------------------------------------------------------------------------------
Committee Attendance Fee (per meeting) $1,000
- ----------------------------------------------------------------------------------------------
</TABLE>
- ------------------
* Campbell shares are issued and options are granted to each director on
January 1 of each year.
** Options granted on January 1, 1996, had an exercise price of $60.06. Options
are granted at the market price on the grant date and may not be repriced.
The Vice Chairman or lead director (who has never been an employee of the
Company) received an additional annual retainer of $25,000 in cash. Directors
have the option to elect to receive Campbell stock instead of any cash payments.
Directors who are employees (David Johnson only) receive no remuneration for
service as Directors. Directors are reimbursed for actual travel costs.
BENEFITS
Pursuant to the Guidelines of the National Association of Corporate
Directors, the Company does not provide pensions, medical benefits, or other
benefit programs to directors.
ITEM 2
RATIFICATION OF APPOINTMENT OF AUDITORS
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
The proxy, unless otherwise directed thereon, will be voted for a
resolution ratifying action of the Board, upon the recommendation of its Audit
Committee, reappointing the firm of Price Waterhouse LLP ("Price Waterhouse")
Certified Public Accountants, as independent accountants to make an audit of the
accounts of the Company for fiscal 1997. Price Waterhouse has audited the
Company's books for many years. The names of the Directors serving on the Audit
Committee are indicated on page 20, under the heading "Board Committees and
Meeting Attendance". The vote required for ratification is a majority of shares
voting. If the resolution is rejected, or if Price Waterhouse declines to act or
becomes incapable of acting, or if their employment is discontinued, the Board
will appoint other accountants whose continued employment after the 1997 Annual
Meeting of the Shareowners will be subject to ratification by the Shareowners.
Representatives of Price Waterhouse will be at the 1996 Annual Meeting to
make a statement if they desire to do so and to answer questions.
For fiscal 1996 Price Waterhouse also examined the separate financial
statements of certain of the Company's foreign subsidiaries and provided other
audit services to the Company in connection with Securities and Exchange
Commission filings, review of periodic financial statements and audits of
certain employee benefit plans.
SUBMISSION OF SHAREOWNER PROPOSALS
Under the rules of the Securities and Exchange Commission now in effect,
shareowner proposals intended for inclusion in next year's Proxy Statement must
be directed to the Corporate Secretary at Campbell Place, Camden, New Jersey
08103-1799, and must be received by June 10, 1997.
22
<PAGE> 26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
At the close of business on September 23, 1996, the record date for the
meeting, there were outstanding and entitled to vote 247,134,517 shares of
Campbell Capital Stock, all of one class and each having one vote. The holders
of a majority of the shares outstanding and entitled to vote, present in person
or represented by proxy, constitute a quorum for the meeting.
PRINCIPAL SHAREOWNERS
Information concerning the owners of more than 5% of the outstanding
Campbell Capital Stock as of the record date for the meeting follows:
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT/NATURE OF OUTSTANDING
NAME/ADDRESS BENEFICIAL OWNERSHIP STOCK
- ------------------------------------------------------ -------------------- -----------
<S> <C> <C>
Bennett Dorrance...................................... 26,284,836 Note (1) 10.6%
DMB Associates,
4201 North 24th Street,
Suite 120
Phoenix, AZ 85016
Mary Alice Malone..................................... 27,059,214 Note (2) 10.9%
Iron Spring
Farm, R.D. #3,
Coatesville, PA 19320
Dorrance H. Hamilton, Charles H. Mott and
John A. van Beuren, Voting Trustees under the Major
Stockholders' Voting Trust dated as of June 2, 1990
("Voting Trust") and related persons,................. 31,720,539 Note (3) 12.8%
25 Enterprise Center,
Suite 103, East Main Road,
Middletown, RI 02842.
Note (4).
John T. Dorrance, III................................. 23,405,246 9.5%
Greenway Drive
Lyford Cay, Nassau
Bahamas N7776
</TABLE>
- ---------------
(1) A director nominee. See note (c) on page 6.
(2) A director nominee. See note (e) on page 7.
(3) Charles Mott is a director nominee. See note (f) on page 7. Includes
31,292,250 shares (12.7% of the outstanding shares) held by the Voting
Trustees with sole voting power and 428,289 shares held by participants
outside the Voting Trust or by persons related to them, for a total of
31,720,539 shares (12.8% of the outstanding shares). Includes 14,599,430
shares (5.9% of the outstanding shares) with sole dispositive power and
800,000 shares with shared dispositive power held by Dorrance H. Hamilton,
200 Eagle Road, Suite 316, Wayne, PA 19087. Also includes 1,234,458 shares
with shared dispositive power held by Samuel M. V. Hamilton, Dorrance
Hamilton's husband. Also includes 13,708,394 shares (5.5% of the outstanding
shares) with sole dispositive power and 243,784 shares with shared
dispositive power held by Hope H. van Beuren, wife of John A. van Beuren, 25
Enterprise Center, Suite 103, East Main Road, Middletown, RI 02842. John van
Beuren also has shared dispositive power over the same 243,784 shares. Also
includes 1,005,384 shares held by John van Beuren with shared dispositive
power. Participants in the Voting Trust have certain rights to withdraw
shares deposited with the Voting Trustees including the right to withdraw
these shares prior to any annual or special meeting of the Company's
shareowners. Dispositive power as used above means the power to direct the
sale of the shares; in some cases it does not include the power to direct
how the proceeds of sale can be used. The Voting Trust was formed by certain
descendants (and spouses, fiduciaries and a related foundation) of the late
John T. Dorrance, Sr. The participants have indicated that they formed the
Voting Trust as a vehicle for acting together as
23
<PAGE> 27
to matters which may arise affecting the Company's business, in order to
obtain their objective of maximizing the value of their shares.
The Trustees will act for participants in communications with the Company's
Board of Directors. Participants believe the Voting Trust may also
facilitate communications between the Board and the participants.
(4) Under the Voting Trust Agreement, all shares held by the Voting Trust will
be voted by the Trustees whose decision must be approved by at least two
Trustees if there are three Trustees then acting. In the event of a
disagreement among the Trustees designated by the family groups
participating in the Voting Trust, the shares of the minority may be
withdrawn. The Voting Trust continues for ten years from June 2, 1990,
unless it is sooner terminated or extended.
The foregoing information relating to Shareowners is based upon the
Company's stock records and data supplied to the Company by the holders as of
the record date for the meeting.
DIRECTORS AND EXECUTIVE OFFICERS STOCK OWNERSHIP REPORTS
The federal securities laws require the Company's Directors and Executive
Officers, and persons who own more than ten percent of the Company's capital
stock, to file with the Securities and Exchange Commission and the New York
Stock Exchange initial reports of ownership and reports of changes in ownership
of any securities of the Company.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended July 28, 1996, all the
Company's Executive Officers, Directors and greater-than-ten-percent beneficial
owners made all required filings.
OTHER MATTERS
The Board of Directors knows of no other matters to be presented for action
at the meeting. If other matters come before the meeting, it is the intention of
the Directors' proxy to vote on such matters in accordance with his best
judgment.
PROXIES AND VOTING AT THE MEETING
This statement and the accompanying proxy card are being mailed beginning
approximately on October 11, 1996, for solicitation of proxies by the Board of
Directors for the Annual Meeting of Shareowners of Campbell Soup Company called
to be held on November 21, 1996. The mailing address of the Company's World
Headquarters is Campbell Place, Camden, New Jersey 08103-1799.
Proxies marked as abstaining (including proxies containing broker
non-votes) on any matter to be acted upon by Shareowners will be treated as
present at the meeting for purposes of determining a quorum but will not be
counted as votes cast on such matters.
This solicitation of proxies is made on behalf of the Board of Directors of
the Company with authorization of the Board, and the Company will bear the cost.
Copies of proxy solicitation material will be mailed to Shareowners, and
employees of the Company may communicate with Shareowners to solicit their
proxies. Brokers, banks and others holding stock in their names, or in names of
nominees, may request and forward copies of the proxy solicitation material to
beneficial owners and seek authority for execution of proxies, and the Company
will reimburse them for their expenses in so doing at the rates approved by the
New York Stock Exchange.
When a proxy is returned properly dated and signed, the shares represented
thereby, including any shares held under the Company's Dividend Reinvestment
Plan, will be voted by the person named as the Directors' proxy in accordance
with each Shareowner's directions. Proxies will also be considered to be
confidential voting instructions to the applicable Trustee with respect to
shares held in accounts under the Campbell Soup Company Savings and 401(k) Plan
for Salaried Employees, the Campbell Soup Company Savings and 401(k) Plan for
Hourly-Paid Employees, and the Campbell Soup Company Ltd Employee Savings and
Stock Bonus Plan. If participants in these Plans are also Shareowners of record
under the same account information, they will receive a single proxy which
represents all shares. If the account information is different, then the
participants will receive separate proxies.
24
<PAGE> 28
Shareowners are urged to specify their choices by marking the appropriate
boxes on the enclosed proxy card. If a proxy card is dated, signed and returned
without specifying choices, the shares will be voted as recommended by the
Directors (or, in the case of participants in the Plans referred to above, may
be voted at the discretion of the applicable Trustee).
A Shareowner giving a proxy may revoke it by notifying the Corporate
Secretary in writing any time before it is voted. If a Shareowner wishes to give
a proxy to someone other than the Directors' proxy, all three names appearing on
the enclosed proxy may be crossed out and the name of another person inserted.
The signed proxy card must be presented at the meeting by the person
representing the Shareowner.
Each Shareowner who plans to attend the meeting in person is requested to
so indicate in the space provided on the proxy card. The Company will then be
able to mail an admission card to the Shareowner in advance of the meeting.
Shareowners who do not have admission cards will need to register at the door.
INFORMATION ABOUT ATTENDING THE MEETING
The Annual Meeting of Shareowners will be held this year at Doneckers
Ballroom, Ephrata, Pennsylvania. There will be no van transportation to the
meeting. A map showing the meeting location appears at the back of this booklet.
To obtain an admission ticket by mail in advance and avoid registration
lines at the door, simply indicate that you plan to attend the meeting by
marking the appropriate box on the proxy card and return it in the envelope
provided. If you do not wish to send the proxy card, you may obtain an admission
card by sending a written request in the envelope. Shareowners who do not have
admission cards will need to register at the door.
IF YOU DO NOT OWN SHARES IN YOUR OWN NAME, YOU SHOULD HAVE YOUR BROKER OR
AGENT IN WHOSE NAME THE SHARES ARE REGISTERED CALL (609) 342-6122, FAX (609)
342-3889, OR WRITE TO THE OFFICE OF THE CORPORATE SECRETARY AT CAMPBELL PLACE,
CAMDEN, NJ, 08103-1799 TO REQUEST A TICKET BEFORE NOVEMBER 7, 1996. OTHERWISE
YOU MUST BRING PROOF OF OWNERSHIP (E.G. BROKER'S STATEMENT) IN ORDER TO BE
ADMITTED DURING THE DAY OF THE MEETING.
We cannot issue admission tickets to guests of Shareowners because there is
only enough seating capacity for the large number of Shareowners who attend the
meeting. Please note that the doors to the meeting room at Doneckers will not be
open for admission until 8:00 a.m.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING.
PLEASE FILL OUT, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD AS SOON AS
POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
By order of the Board of Directors,
/s/ JOHN J. FUREY
John J. Furey
Corporate Secretary
Camden, New Jersey
October 11, 1996
NOTE: Shareowners may receive a copy of the Company's annual Form 10-K
report, without charge, by writing to Investor Relations, Campbell Soup Company,
Campbell Place, Camden, NJ 08103-1799 or by calling 609-342-4800, extension
2114.
25
<PAGE> 29
DIRECTIONS TO DONECKERS BALLROOM
FROM HARRISBURG:
Take route 283 East to Route 30 East
to Route 222 North. Take the Ephrata
exit (Route 322) and turn left. Route
322 becomes Main Street in Ephrata. At
the third traffic light, turn right on
N. State Street. Doneckers Ballroom is
at 100 N. State Street on the left.
FROM THE PA TURNPIKE (ROUTE 76):
Take Exit 21 of the Pennsylvania
Turnpike and follow Route 222 South
for 5-6 miles. Take the Ephrata exit
(Route 322) and turn right. Route 322
becomes Main Street in Ephrata. At the
third traffic light, turn right on N.
State Street. Doneckers Ballroom is at
100 N. State Street on the left.
FROM NEW YORK CITY:
Take New Jersey Turnpike to the Pennsylvania Turnpike. Take Exit 21 of the PA
Turnpike to Route 222 South for about 5-6 miles. Take the Ephrata exit (Route
322) and turn right. Route 322 becomes Main Street in Ephrata. At the traffic
light, turn right on N. State Street. Doneckers Ballroom is at 100 N. State
Street on the left.
FROM READING:
Take 222 South to 322 West. 322 becomes Main Street in Ephrata. At the 3rd
traffic light, turn right on N. State Street. Doneckers Ballroom is at 100 N.
State Street on the left.
26
<PAGE> 30
[CAMPBELL SOUP COMPANY LOGO]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING ON NOVEMBER 21, 1996
PROXY
The undersigned hereby appoints David W. Johnson, or, in his absence,
John M. Coleman, or, in the absence of both of them, John J. Furey, and
each or any of them, proxies with full power of substitution in each,
to vote all shares the undersigned is entitled to vote, including any
shares held under the Dividend Reinvestment Plan, at the Annual Meeting
of Shareowners of Campbell Soup Company to be held at Doneckers
Ballroom, 100 North State Street, Ephrata, Pennsylvania, at 9:00 a.m.
and at any adjournments thereof, on all matters coming before the
meeting, including the proposals referred to on the reverse side
hereof. If the undersigned is a participant in one of the Campbell Soup
Company Savings and 401(k) Plans or in the Campbell Soup Company Ltd
Employee Savings and Stock Bonus Plan (any of such plans, a "Savings
Plan"), then the undersigned hereby directs the respective trustee of
the applicable Savings Plan to vote all shares of Campbell Soup Company
Capital Stock in the undersigned's Savings Plan account at the
aforesaid Annual Meeting and at any adjournments thereof, on all
matters coming before the meeting, including the proposals referred to
on the reverse side hereof.
1. ELECTION OF DIRECTORS (Change of Address/Comments)
Nominees: Alva A. App, Edmund _________________________________
M. Carpenter, Bennett Dorrance,
Thomas W. Field, Jr., Kent B. _________________________________
Foster, Harvey Golub, David W.
Johnson, David K.P. Li, Philip _________________________________
E. Lippincott, Mary Alice
Malone, Charles H. Mott, George _________________________________
M. Sherman, Donald M. Stewart, (If you have written in the above
George Strawbridge, Jr. and space, please mark the
Charlotte C. Weber. Directors corresponding box on the reverse
recommend a vote FOR side of this card)
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS JUST SIGN THE
REVERSE SIDE; NO BOXES NEED TO BE MARKED. PLEASE RETURN PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
SEE REVERSE SIDE
CAMPBELL SOUP COMPANY
Annual Meeting of Shareowners
November 21, 1996
9:00 a.m.
Doneckers Ballroom
100 North State Street
Ephrata, Pennsylvania
<PAGE> 31
/X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
YOUR SHARES WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS (OR,
IN THE CASE OF SHARES HELD IN A SAVINGS PLAN, WILL BE VOTED AT THE DISCRETION OF
THE TRUSTEE) UNLESS YOU OTHERWISE INDICATE IN WHICH CASE THEY WILL BE VOTED AS
MARKED.
THE BOARD RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
FOR ALL NOMINEES, EXCEPT THOSE LISTED BELOW WITHHELD FROM ALL NOMINEES
1. Election of / / / /
Directors
(see reverse)
FOR, except vote withheld from the following nominee(s):
FOR AGAINST ABSTAIN
2. Ratification of / / / / / /
Appointment of
Auditors
____________________
Mark this box to obtain a / / Change of address: Mark / /
ticket of admission to the this box and see the
meeting. reverse side.
NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. JOINT OWNERS
SHOULD EACH SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS
SUCH.
__________________________________________________________________
__________________________________________________________________
SIGNATURE(S) DATE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
[PICTURE OF CAMPBELL'S SOUP RECIPE BOX COUPON]
