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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under Securities Exchange Act of 1934
(Amendment No. 5)*
CAMPBELL SOUP COMPANY
(Name of Issuer)
CAPITAL STOCK, PAR VALUE $.075 PER SHARE
(Title of Class of Securities)
134429-10-9
(CUSIP Number)
Tycho H.E. Stahl, Esq.
Stradley, Ronon, Stevens & Young, L.L.P.
2600 One Commerce Square, Philadelphia, PA 19103 (215) 564-8160
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 20, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 134429-10-9 Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John T. Dorrance III (S.S. No.: ###-##-####)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
Number of Shares 7. SOLE VOTING POWER
Beneficially Owned By 22,642,719
Each Reporting Person 8. SHARED VOTING POWER
With 762,527
9. SOLE DISPOSITIVE POWER
22,642,719
10. SHARED DISPOSITIVE POWER
762,527
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,405,246
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This statement, constituting Amendment No. 5 to the Statement on Schedule
13D filed by John T. Dorrance III with the Securities and Exchange Commission
and relating to the Capital Stock, par value $.075 per share (the "Shares"), of
Campbell Soup Company (the "Company"), amends Amendments No. 1, No. 2, No. 3 and
No. 4 to the Schedule 13D filed by John T. Dorrance III as follows:
Unless otherwise noted, all defined terms herein are as defined in
Amendment No. 1 to the Schedule 13D.
Item 4. Purpose of Transaction.
Mr. Dorrance has sold approximately 14% of his holdings in open market or
in private transactions. As opportunities become available, his present
intention is to make additional dispositions when economically advantageous.
Such future dispositions may be substantial.
Item 5. Interest in Securities of the Issuer.
As of the date hereof, John T. Dorrance III may be deemed beneficially to
own 23,405,246 Shares, or approximately 9.5% of the outstanding Shares, in
respect of which he has dispositive power and voting power as follows:
(i) 1,000,004 -- sole dispositive power and sole voting power - John
T. Dorrance III holds these Shares directly.
(ii) 21,642,715 Shares -- sole dispositive power and sole voting
power. John T. Dorrance III, Director and Trustee, holds these Shares as
Trustee and sole beneficiary of the IPY Trust, and as sole voting Director
of other entities owned by the IPY Trust, which hold the Shares. In the
past 60 days, Mr. Dorrance, Director, disposed of 3,486,065 Shares at per
Share prices of between $72.00 and $77 and 3/8 in open market or in private
sales.
(iii) 591,188 Shares -- shared dispositive power and shared voting
power. John T. Dorrance III holds these Shares as a Trustee of the Charles
A. Dorrance Trust and of the John T. Dorrance IV Trust. John T. Dorrance
III disclaims beneficial ownership of such 591,188 Shares.
(iv) 17,867 Shares -- shared dispositive power and shared voting
power. John T. Dorrance III holds these Shares as one of the Trustees of
the YPI Foundation. John T. Dorrance III disclaims beneficial ownership of
such 17,867 Shares.
Page 3 of 5 pages
<PAGE>
(v) 153,472 Shares -- shared dispositive power and shared voting
power. John T. Dorrance III holds these Shares as one of the Executors
under the Will of John T. Dorrance, Jr. John T. Dorrance III disclaims
beneficial ownership of such 153,472 Shares.
Item 7. Exhibits
Pursuant to Rule 101(a)(2)(ii) of Regulation S-T, the following exhibits
hereto, which are qualified in their entirety by original filings with the
Securities and Exchange Commission (the "SEC") of which they are copies, restate
the entire text of such prior filings previously made in paper format:
Exhibit Description
99-1 Schedule 13D, as previously filed with the SEC
regarding a reportable event on April 9, 1989
99-2 Amendment No. 1, as previously filed with the SEC
regarding a reportable event on December 21, 1989
99-3 Amendment No. 2, as previously filed with the SEC
regarding a reportable event on January 23, 1990
99-4 Amendment No. 3, as previously filed with the SEC
regarding a reportable event on August 23, 1991
99-5 Amendment No. 4, as previously filed with the SEC
regarding a reportable event on October 20, 1992
Page 4 of 5 pages
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: September 20, 1996
/s/ John T. Dorrance, III
166423.1
Page 5 of 5 pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
CAMPBELL SOUP COMPANY
(Name of Issuer)
CAPITAL STOCK, PAR VALUE $.15 PAR VALUE
(Title of Class of Securities)
134429-10-9
(CUSIP Number)
James W. Jennings, Esq.
2000 One Logan Square
Philadelphia, PA 19103
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 9, 1989
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 134429-10-9 Page 2 of 6 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John T. Dorrance III (S.S. No.: ###-##-####)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
Number of Shares 7. SOLE VOTING POWER
Beneficially Owned By 80
Each Reporting Person 8. SHARED VOTING POWER
With 40,683,500
9. SOLE DISPOSITIVE POWER
520
10. SHARED DISPOSITIVE POWER
40,683,060
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,683,580
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.5%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
Capital Stock, par value $.15 per share (the "Shares"), of Campbell Soup
Company, a New Jersey corporation (the "Company"), which has its principal
executive offices at Campbell Place, Camden, New Jersey 08103-1799.
Item 2. Identity and Background
(a) The person filing this statement is a natural person whose name is
John T. Dorrance III ("J.T. Dorrance III").
(b) J.T. Dorrance III's residence address is Ipy Limited, Devil's
Tower, Wyoming 82714.
(c) J.T. Dorrance III's principal occupation is owner and operator of
Ipy Cattle Ranch in Devils Tower, Wyoming.
(d) During the last five years J.T. Dorrance III has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years J.T. Dorrance III was not a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction by which as a result of such proceeding he was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) J.T. Dorrance III is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable. See Item 4 of this Schedule 13D.
Item 4. Purpose of Transaction
J.T. Dorrance III's father, John T. Dorrance, Jr. died on April 9, 1989.
Upon Mr. Dorrance, Jr.'s death, the assets of a Trust under the Will of Dr. John
T. Dorrance, Sr. (the "Dorrance Trust") became distributable in equal shares to
Mary Alice Dorrance Malone, Bennett Dorrance and J.T. Dorrance III. After the
death of John T. Dorrance, Jr., J.T. Dorrance III, as one of the Executors of
Mr. Dorrance, Jr.'s estate, became the beneficial owner of 76,736 Shares in Mr.
Dorrance, Jr.'s estate.
Page 3 of 6
<PAGE>
J.T. Dorrance III has no present plans or proposals that relate to or would
result in: (a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company except in amounts that
are not material; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries; (d) any change in the present board of directors or management
of the Company, including any plans or proposals to change the number of term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g)
changes in the Company's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company by any
person; (h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or (j) any action similar to any of those enumerated
above.
Item 5. Interests in Securities of the Issuer.
J.T. Dorrance III beneficially owns 40,683,580 Shares, or approximately
31.5% of the outstanding Shares. Of the 40,683,580 Shares beneficially owned by
J.T. Dorrance III, he has voting power and dispositive power as follows:
(a) J.T. Dorrance III has sole dispositive power and sole voting power
over 80 Shares.
(b) J.T. Dorrance III has sole dispositive power and shared voting
power over 440 Shares that he contributed to the Major Shareholders' Voting
Trust Dated September 8, 1987, as amended (the "Voting Trust"), which was
formed by certain descendants of Dr. John T. Dorrance, Sr.
(c) J.T. Dorrance III has shared dispositive power and shared voting
power over 76,736 Shares that he holds as one of the Executors under the
Will of John T. Dorrance, Jr., who died on April 9, 1989, of which 76,000
Shares have been contributed to the Voting Trust. J.T. Dorrance III
disclaims beneficial ownership of such 76,736 Shares.
Page 4 of 6
<PAGE>
(d) J.T. Dorrance III has shared dispositive power and shared voting
power over 40,606,324 Shares, which he holds as one of the Trustees of the
Dorrance Trust. Upon the death of John T. Dorrance, Jr. the assets of the
Dorrance Trust became distributable in equal amounts of 13,535,441 Shares
to Mary Alice Dorrance Malone, Bennett Dorrance and J.T. Dorrance III.
Prior to the death of John T. Dorrance, Jr., J.T. Dorrance III renounced a
5% interest in the assets that became distributable to him and transferred
such interest, representing 676,772 Shares, to a guardianship account for
the benefit of his minor children. J.T. Dorrance III disclaims beneficial
ownership of such 676,772 Shares. J.T. Dorrance III, as a Trustee of the
Dorrance Trust which holds 40,606,324 Shares, including the 13,535,441
Shares referred to above, may be considered the beneficial owner of the
entire number of such Shares, but disclaims beneficial ownership thereof
except as to the 12,858,669 Shares he will receive outright upon
distribution of the Dorrance Trust.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
(a) Dorrance Trust. As a Trustee of the Dorrance Trust, J.T. Dorrance
III has shared dispositive power and shared voting power over 40,606,324
Shares held in the Dorrance Trust. The other Trustees of the Dorrance Trust
are Mary Alice Dorrance Malone, Bennett Dorrance, W.B. Murphy and Chemical
Bank (New Jersey) N.A.
As a result of the death of John T. Dorrance, Jr. on April 9, 1989,
the Dorrance Trust will be terminated within one to two years, at which
time J.T. Dorrance III will receive 12,858,669 Shares to be distributed out
of the Dorrance Trust. After the termination of the Dorrance Trust, J.T.
Dorrance III will no longer hold an interest in the remaining 27,747,655
Shares to be distributed out of the Dorrance Trust. See Item 5(d) of this
Schedule 13D.
(b) Voting Trust. Shares held by the Voting Trust are voted by
Trustees of the Voting Trust in accordance with the terms of the Voting
Trust Agreement dated September 8, 1987, as amended (the "Voting Trust
Agreement"), a copy of which is filed hereto as Exhibit A and incorporated
herein by reference. J.T. Dorrance III is not a Trustee of the Voting
Trust.
The Voting Trust continues for ten years. Stockholders retain sole
dispositive power to Shares
Page 5 of 6
<PAGE>
they contribute to the Voting Trust. J.T. Dorrance III, as well as any
other stockholder who joins the Voting Trust, may withdraw his Shares
during certain periods and under certain circumstances as set forth in the
Voting Trust Agreement.
Item 7. Material to Be Filed as Exhibits
Exhibit A Major Shareholders' Voting Trust Agreement, dated
September 8, 1987, as amended.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: May __, 1989
/s/ John T. Dorrance III
Signature
John T. Dorrance III
Name
Page 6 of 6
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CAMPBELL SOUP COMPANY
(Name of Issuer)
CAPITAL STOCK, PAR VALUE $.15 PER SHARE
(Title of Class of Securities)
134429-10-9
(CUSIP Number)
E.A. Dominianni, Esq.
c/o Coudert Brothers
200 Park Avenue, New York, NY 10166
(212) 880-4430
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 21, 1989
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 8 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 134429-10-9 Page 2 of 8 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John T. Dorrance III (S.S. No.: ###-##-####)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
Number of Shares 7. SOLE VOTING POWER
Beneficially Owned By 7,957,250
Each Reporting Person 8. SHARED VOTING POWER
With 16,750,826
9. SOLE DISPOSITIVE POWER
7,957,250
10. SHARED DISPOSITIVE POWER
16,750,826
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,708,076
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.1%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Statement, constituting Amendment No. 1 to the Statement on Schedule
13D filed by John T. Dorrance III with the Securities and Exchange Commission
and relating to the Capital Stock of Campbell Soup Company, amends and restates
such original Statement on Schedule 13D in its entirety.
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates is the
Capital Stock, par value $.15 per share (the "Shares"), of Campbell Soup
Company, a New Jersey corporation (the "Company"), which has its principal
executive offices at Campbell Place, Camden, New Jersey 08103-1799.
Item 2. Identity and Background.
This Statement is being filed by John T. Dorrance III, a United States
citizen, whose residence address is Ipy Limited, Devils Tower, Wyoming 82714,
and whose principal occupation is owner and operator of Ipy Cattle Ranch in
Devils Tower, Wyoming.
During the last five years, J.T. Dorrance III (i) has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) and
(ii) has not been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable. See Item 4 of this Statement.
Item 4. Purpose of Transaction.
John T. Dorrance, Jr., the father of John T. Dorrance III, died on April 9,
1989. Upon the death of John T. Dorrance, Jr., the assets of a Trust under the
Will of Dr. John T. Dorrance, Sr. (the "Dorrance Trust"), which assets included
40,606,324 Shares, became distributable, in part, to John T. Dorrance III, who
is also a Trustee of the Dorrance Trust. On or about December 21, 1989, an
initial distribution aggregating 23,932,234 Shares is being made from the
Dorrance Trust, of which distribution John T. Dorrance III is receiving
7,956,730 Shares. See Items 5 and 6 below. After the death of John T. Dorrance,
Jr., John T. Dorrance III, as one of the Executors of the estate of John T.
Dorrance, Jr. (the "Estate"), also became a beneficial owner of 76,736 Shares
held by the Estate. See Item 5 below. Bennett Dorrance, the brother of John T.
Dorrance III, and Mary
Page 3 of 8 Pages
<PAGE>
Alice Dorrance Malone, the sister of John T. Dorrance III, also serve as
Trustees of the Dorrance Trust and as Executors of the Estate.
John T. Dorrance III had also deposited certain Shares in the Major
Stockholders' Voting Trust (the "Voting Trust"), established by the Voting Trust
Agreement dated September 8, 1987 (the "Voting Trust Agreement"), which Voting
Trust was terminated on December 14, 1989. As a result of the termination of the
Voting Trust, all of the Shares previously deposited in the Voting Trust by him
or on his behalf (aggregating 76,440 Shares, including 76,000 Shares held by the
Estate) will now be voted independently by him, either individually or, in the
case of the 76,000 Shares held by the Estate, together with the other Executors
of the Estate. Reference is made to Amendment No. 3 dated December 15, 1989 to
the Schedule 13D filed with the Securities and Exchange Commission by the
Trustees of the Voting Trust for further information concerning the termination
of the Voting Trust.
John T. Dorrance III, Bennett Dorrance and Mary Alice Dorrance Malone
(collectively, the "Dorrances") have communicated and intend to continue to
communicate with each other on a regular basis concerning their individual
objectives in respect of their current equity positions in the Company. As
communicated to each other, these objectives include retaining their respective
equity interests in the Company for the long-term and furthering a common
objective of promoting the long-term growth of the Company. With the election of
Mary Alice Dorrance Malone to the Board on December 20, 1989, at the present
time each of the Dorrances serves as a member of the Board of Directors of the
Company. In addition to the discussions which John T. Dorrance III has had with
Bennett Dorrance and Mary Alice Dorrance Malone, John T. Dorrance III, as well
as Bennett Dorrance and Mary Alice Dorrance Malone, have had discussions with
members of other branches of the John T. Dorrance, Sr. family and others, who
individually have substantial equity interests in the Company, concerning their
objectives and goals in the context of their respective participations in the
Company. While there are no agreements or understandings, John T. Dorrance III
intends to continue such discussions in order to exchange views with some or all
of the other family members or other major shareholders concerning their
respective objectives and goals for the Company.
John T. Dorrance III intends to continue his equity participation in the
Company and is committed to seeking to positively influence, through his
participation on the Board of Directors, the maintenance of the Company as an
independent concern, as well as the future direction and internal growth of the
Company, with the goal of maximizing the long-term value of the Company's Shares
for the benefit of all shareholders of the Company.
Page 4 of 8 Pages
<PAGE>
John T. Dorrance III intends to continue to consult with Bennett Dorrance and
Mary Alice Dorrance Malone on a regular basis concerning their respective
investments in the Company and concerning their views in respect of any
proposals which may be made concerning the Company. As co-Executors of the
Estate, and as co-Trustees of the Dorrance Trust, the Dorrances have been
jointly conferring, in their fiduciary capacities, in respect of voting the
Shares held in the Estate and in the Dorrance Trust. With respect to the Shares
which may be received by John T. Dorrance III as a result of distributions from
the Estate or the Trust, it is his current intention to continue to discuss with
the other Dorrances the manner in which they would intend to vote their
individual Shares, although there is no understanding or agreement that any of
them will be bound to vote as the others vote in respect of any matter which may
be brought before the shareholders of the Company. While John T. Dorrance III
intends to continue to confer regularly with Bennett Dorrance and Mary Alice
Dorrance Malone concerning their respective investments in the Company, there
are no agreements or understandings among them relating to the acquisition or
disposition of any Shares, nor are there any agreements or understandings among
them that they will, in fact, act in concert in respect of any particular
matter. Accordingly, John T. Dorrance III disclaims that a group has been formed
with Bennett Dorrance, Mary Alice Dorrance Malone or any other person within the
meaning of Rule 13d-5 promulgated under the Securities Exchange Act of 1934.
John T. Dorrance III may increase his equity ownership in the Company, by
way of open market or privately-negotiated purchases of additional Shares, if
such Shares become available on appropriate terms.
Except as discussed above in this Item 4 and except for his consideration
of proposals which may come before the Board of Directors of the Company from
time to time, John T. Dorrance III has no present plans or proposals (but he
reserves the right to develop such plans and proposals) which relate to or would
result in any of the following actions:
(a) the acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) a change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the Board;
Page 5 of 8 Pages
<PAGE>
(e) a material change in the present capitalization or dividend policy of
the Company;
(f) a material change in the Company's business or corporate structure;
(g) changes in the Company's by-laws or charter or other action which may
impede the acquisition of control of the Company by any person;
(h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) causing a class of equity securities to become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) any action similar to those enumerated in (a) through (i) above.
Item 5. Interests in Securities of the Issuer.
As of the date hereof, John T. Dorrance III may be deemed to beneficially
own 24,708,076 Shares, or approximately 19.1% of the outstanding Shares, in
respect of which he has dispositive power and voting power as follows:
(i) 7,957,250 Shares -- sole dispositive power and sole voting power
(including 7,956,730 Shares being received on or about December 21, 1989 as
a distribution from the Dorrance Trust and 440 Shares previously held in
the Voting Trust).
(ii) 76,736 Shares -- shared dispositive power and shared voting
power. John T. Dorrance III holds these Shares as one of the Executors
under the Will of John T. Dorrance, Jr. Of these Shares, 76,000 Shares were
previously held in the Voting Trust. John T. Dorrance III disclaims
beneficial ownership of such 76,736 Shares.
(iii) 16,674,090 Shares -- shared dispositive power and shared voting
power. John T. Dorrance III holds these Shares as one of the Trustees of
the Dorrance Trust. Upon the death of John T. Dorrance, Jr., the assets of
the Dorrance Trust became distributable in equal amounts of 13,535,441
Shares to John T. Dorrance III, Bennett Dorrance and Mary Alice Dorrance
Malone. Prior to the death of John T. Dorrance, Jr., John T. Dorrance III
renounced a 5% interest in the assets of the Dorrance Trust that became
distributable to him and transferred such interest to
Page 6 of 8 Pages
<PAGE>
guardianship accounts for the benefit of his minor children. However, until
distribution of the remaining Shares and other assets in the Dorrance
Trust, the number of Shares, if any, which will be transferred to such
guardianship accounts is not ascertainable. John T. Dorrance III, as a
Trustee of the Dorrance Trust, may be considered a beneficial owner of the
entire 16,674,090 Shares remaining in the Dorrance Trust, but disclaims
beneficial ownership thereof except as to the remaining Shares he will
receive outright upon the complete distribution of the Dorrance Trust (see
Item 6 below).
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
As a Trustee of the Dorrance Trust, John T. Dorrance III, Bennett Dorrance
and Mary Alice Dorrance Malone currently have shared dispositive power and
shared voting power over the 16,674,090 Shares remaining in the Dorrance Trust.
The other Trustees of the Dorrance Trust are W.B. Murphy and Chemical Bank (New
Jersey) N.A. It is currently anticipated that the distribution of all of the
Shares remaining in the Dorrance Trust will be completed early in 1990. After
the final distribution of such Shares by the Dorrance Trust, each of John T.
Dorrance III, Bennett Dorrance and Mary Alice Dorrance Malone will no longer
have an interest in the Shares to be distributed to the others. John T. Dorrance
III, Bennett Dorrance and Mary Alice Dorrance Malone also serve as Executors of
the Estate, which holds 76,736 Shares.
Item 7. Material to be Filed as Exhibits.
(a) Power of Attorney granted by John T. Dorrance III in favor of
Bennett Dorrance, Mary Alice Dorrance Malone and E.A. Dominianni.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: December 21, 1989
/s/ John T. Dorrance III
by: /s/ E.A. Dominianni
John T. Dorrance III
By: E.A. Dominianni
Attorney-in-Fact
Page 7 of 8 pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CAMPBELL SOUP COMPANY
(Name of Issuer)
CAPITAL STOCK, PAR VALUE $.15 PER SHARE
(Title of Class of Securities)
134429-10-9
(CUSIP Number)
E.A. Dominianni, Esq.
c/o Coudert Brothers
200 Park Avenue, New York, NY 10166
(212) 880-4430
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 23, 1990
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 134429-10-9 Page 2 of 4 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John T. Dorrance III (S.S. No.: ###-##-####)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
Number of Shares 7. SOLE VOTING POWER
Beneficially Owned By 13,240,368
Each Reporting Person 8. SHARED VOTING POWER
With 372,330
9. SOLE DISPOSITIVE POWER
13,240,368
10. SHARED DISPOSITIVE POWER
372,330
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,612,698
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This statement, constituting Amendment No. 2 to the Statement on Schedule
13D filed by John T. Dorrance III with the Securities and Exchange Commission
and relating to the Capital Stock, par value $.15 per share (the "Shares"), of
Campbell Soup Company (the "Company"), amends Amendment No. 1 to the Schedule
13D filed by John T. Dorrance III on December 21, 1989 as follows.
Unless otherwise noted, all defined terms herein are as defined in
Amendment No. 1 to the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
On January 23, 1990, a final distribution of 16,674,090 Shares was made
from the assets of a Trust under the will of John T. Dorrance, Sr. (the
"Dorrance Trust"), which assets became distributable, in part, to John T.
Dorrance III, who is a Trustee of the Dorrance Trust. John T. Dorrance III
received 5,283,118 Shares from the Dorrance Trust by way of this distribution.
Bennett Dorrance and Mary Alice Dorrance Malone, the brother and sister of John
T. Dorrance III, also serve as Trustees of the Dorrance Trust and received
5,283,118 Shares and 5,509,389 Shares, respectively, by way of this final
distribution of Shares from the Dorrance Trust.
As of the date hereof, John T. Dorrance III may be deemed to beneficially
own 13,612,698 Shares, or approximately 10.5% of the outstanding Shares, in
respect of which he has dispositive power and voting power as follows:
(i) 13,240,368 Shares -- sole dispositive power and sole voting power
(including the 5,283,118 Shares received on January 23, 1990 as a
distribution from the Dorrance Trust).
(ii) 295,594 Shares -- sole dispositive power and sole voting power.
John T. Dorrance III holds these Shares as guardian for the special
guardianship accounts for the benefit of his minor children. These Shares
were distributed from the Dorrance Trust and John T. Dorrance III disclaims
beneficial ownership of such 295,594 Shares.
(iii) 76,736 Shares -- shared dispositive power and shared voting
power. John T. Dorrance III holds these Shares as one of the Executors
under the Will of John T. Dorrance, Jr. John T. Dorrance III disclaims
beneficial ownership of such 76,736 Shares.
Item 7. Material to be Filed as Exhibits.
(a) Power of Attorney granted by John T. Dorrance III in favor of
Bennett Dorrance, Mary Alice Dorrance Malone and E. A. Dominianni, as filed
with Amendment No. 1 to this Schedule 13D on December 21, 1989 is
incorporated by reference.
Page 3 or 4 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: January 26, 1990
/s/ John T. Dorrance III
by: /s/ E.A. Dominianni
John T. Dorrance III
By: E.A. Dominianni
Attorney-in-Fact
Page 4 of 4 pages
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Estimated average burden
hours per response: 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CAMPBELL SOUP COMPANY
(Name of Issuer)
CAPITAL STOCK, PAR VALUE $.15 PER SHARE
(Title of Class of Securities)
134429-10-9
(CUSIP Number)
E.A. Dominianni, Esq.
c/o Coudert Brothers
200 Park Avenue, New York, N.Y. 10166 - (212) 880-4430
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 23, 1991
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 134429-10-9 Page 2 of 4 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John T. Dorrance III (S.S. No.: ###-##-####)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
Number of Shares 7. SOLE VOTING POWER
Beneficially Owned By 13,529,831
Each Reporting Person 8. SHARED VOTING POWER
With 82,867
9. SOLE DISPOSITIVE POWER
13,529,831
10. SHARED DISPOSITIVE POWER
82,867
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,612,698
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Statement, constituting Amendment No. 3 to the Statement on Schedule
13D filed by John T. Dorrance III with the Securities and Exchange Commission
and relating to the Capital Stock, par value $.15 per share (the "Shares"), of
Campbell Soup Company (the "Company"), amends Amendments No. 1 and No. 2 to the
Schedule 13D filed by John T. Dorrance III as follows:
Unless otherwise noted, all defined terms herein are as defined in
Amendment No. 1 to the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
On August 9, 1991, John T. Dorrance III gifted 6,131 Shares to the YPI
Foundation. In addition, on August 23, 1991, John T. Dorrance III transferred
13,234,237 Shares previously held in his individual name to himself as Trustee
under the John T. Dorrance III Revocable Deed of Trust dated June 26, 1991 (the
"Revocable Deed of Trust"). Accordingly, as of the date hereof, John T. Dorrance
III may be deemed to beneficially own 13,612,698 Shares, or approximately 10.7%
of the outstanding Shares, in respect of which he has dispositive power and
voting power as follows:
(i) 13,234,237 Shares -- sole dispositive power and sole voting power.
John T. Dorrance III holds these Shares as Trustee under the Revocable Deed
of Trust.
(ii) 295,594 Shares -- sole dispositive power and sole voting power.
John T. Dorrance III holds these Shares as guardian for the special
guardianship accounts for the benefit of his minor children. John T.
Dorrance III disclaims beneficial ownership of such 295,594 Shares.
(iii) 6,131 Shares -- shared dispositive power and shared voting
power. John T. Dorrance III holds these Shares as one of the Trustees of
the YPI Foundation. John T. Dorrance III disclaims beneficial ownership of
such 6,131 Shares.
(iv) 76,736 Shares -- shared dispositive power and shared voting
power. John T. Dorrance III holds these shares as one of the Executors
under the Will of John T. Dorrance, Jr. John T. Dorrance III disclaims
beneficial ownership of such 76,736 Shares.
Page 3 of 4 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: August 5, 1991 /s/ John T. Dorrance III
John T. Dorrance III
Page 4 of 4 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
CAMPBELL SOUP COMPANY
(Name of Issuer)
CAPITAL STOCK, PAR VALUE $.075 PER SHARE
(Title of Class of Securities)
134429-10-9
(CUSIP Number)
E.A. Dominianni, Esq.
c/o Coudert Brothers
200 Park Avenue, New York, New York 10166 - (212) 880-4430
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 20, 1992
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 134429-10-9 Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John T. Dorrance III (S.S. No.: ###-##-####)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
Number of Shares 7. SOLE VOTING POWER
Beneficially Owned By 27,060,376
Each Reporting Person 8. SHARED VOTING POWER
With 165,734
9. SOLE DISPOSITIVE POWER
27,060,376
10. SHARED DISPOSITIVE POWER
165,734
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,226,110
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This statement, constituting Amendment No. 4 to the Statement on Schedule
13D filed by John T. Dorrance III with the Securities and Exchange Commission
and relating to the Capital Stock, par value $.075 per share (the "Shares"), of
Campbell Soup Company (the "Company"), amends Amendments No. 1, No. 2 and No. 3
to the Schedule 13D filed by John T. Dorrance III as follows:
Unless otherwise noted, all defined terms herein are as defined in
Amendment No. 1 to the Schedule 13D.
Item 4. Purpose of Transaction.
Mr. Dorrance has previously stated in the Schedule 13D his intention to
continue his substantial equity participation in the Company and indicated that
he may increase such equity ownership if shares become available on appropriate
terms. This Amendment to the Schedule 13D is being filed to add that Mr.
Dorrance may also sell Shares from time to time to raise capital for personal
purposes.
Item 5. Interest in Securities of the Issuer.
As of the date hereof, John T. Dorrance III may be deemed to beneficially
own 27,226,110 Shares, or approximately 10.8% of the outstanding Shares, in
respect of which he has dispositive power and voting power as follows:
(i) 400 Shares -- sole dispositive power and sole voting power. John
T. Dorrance III holds these Shares directly.
(ii) 26,468,788 Shares -- sole dispositive power and sole voting
power. John T. Dorrance III holds these Shares as Trustee under the John
T. Dorrance III Revocable Deed of Trust dated June 26, 1991.
(iii) 591,188 Shares -- sole dispositive power and sole voting
power. John T. Dorrance III holds these Shares as guardian for the special
guardianship accounts for the benefit of his minor children. John T.
Dorrance III disclaims beneficial ownership of such 591,188 Shares.
(iv) 12,262 Shares -- shared dispositive power and shared voting
power. John T. Dorrance III holds these Shares as one of the Trustees of
the YPI Foundation. John T. Dorrance III disclaims beneficial ownership of
such 12,262 Shares.
Page 3 of 5 Pages
<PAGE>
(v) 153,472 Shares -- shared dispositive power and shared voting
power. John T. Dorrance III holds these Shares as one of the Executors
under the Will of John T. Dorrance, Jr. John T. Dorrance III disclaims
beneficial ownership of such 153,472 Shares.
Page 4 of 5 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: October 20, 1992
/s/ John T. Dorrance III
John T. Dorrance III
Page 5 of 5 Pages
