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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) SEPTEMBER 9, 1997
CAMPBELL SOUP COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY
STATE OF INCORPORATION
1-3822
(COMMISSION FILE NUMBER)
21-0419870
I.R.S. EMPLOYER IDENTIFICATION NO.
CAMPBELL PLACE
CAMDEN, NEW JERSEY 08103-1799
PRINCIPAL EXECUTIVE OFFICES
TELEPHONE NUMBER: (609) 342-4800
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ITEM 5. OTHER EVENTS
On September 9, 1997, Campbell Soup Company issued the following press
release:
CAMPBELL ANNOUNCES SPIN OFF OF NON-CORE BUSINESSES TO FOCUS ON GLOBAL SOUP AND
SAUCES, BISCUITS AND CONFECTIONERY AND FOODSERVICE
NEW U.S. GROCERY LEADERSHIP IS NAMED
NEW COMPANY TO FEATURE `SWANSON', `VLASIC' BRANDS
CAMDEN, NJ -- September 9, 1997 -- Campbell Soup Company (NYSE:CPB)
CEO Dale F. Morrison today announced the company intends to spin off seven
non-core businesses with revenues of $1.4 billion -- including North America's
number one brands in pickles and frozen dinners, "Vlasic" and "Swanson," and
key European and Argentinian businesses -- to concentrate on growing its core
global businesses: soup and sauces, biscuits and confectionery, and
foodservice, and to capture opportunities to reduce costs in the core and
non-core businesses.
"This is a watershed day for Campbell Soup Company and its
shareowners," said Morrison, who became CEO on July 15. "Spinning off these
businesses allows us to focus on our most profitable businesses with the
highest growth potential. Our core businesses have gross margins in excess of
45 percent. Net sales for these businesses grew 10 percent and earnings grew 15
percent in fiscal 1997. This is an outstanding platform to drive significant
volume growth while continuing to deliver top-quartile earnings."
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Morrison added, "The creation of this new company gives great brands
like `Vlasic' and `Swanson' tremendous opportunities for growth under a
dedicated management team. In both cases, shareowners will reap the rewards of
highly-focused companies."
The new company would rank 21st of the 32 publicly held food companies.
It will have two divisions:
Frozen Foods
- "Swanson" frozen foods in the United States and Canada and
retail frozen foods in the United Kingdom. It includes
facilities in Fayetteville, Arkansas, Omaha, Nebraska, and
the UK.
Swanson was the originator of the frozen "TV dinner" in
1954. In addition to its traditional frozen dinner, its
brands include "Hungry Man" dinners, "Great Starts"
breakfasts and "Fun Feast" kids meals.
Grocery
- "Vlasic" retail and foodservice pickles and condiments,
including facilities in Millsboro, Delaware and Bridgeport
and Imlay City, Michigan. Vlasic is the market leader in
pickles with a 36% share of the category, up 4.4 share
points since 1996.
Approximately 35% of Vlasic's sales come from products
introduced in the past 5 years including, Vlasic "Stackers"
which grew the entire pickle category in 1996 by
approximately 9%.
- "Swift Armour" meats in Argentina, including facilities in
Rosario. Swift is Argentina's largest beef exporter. It
exports canned and frozen meat to more than 50 countries.
- "Open Pit" Barbecue Sauce. Open Pit is the number
one-selling barbecue sauce throughout the mid-west U.S.,
and 3 of its varieties are in the top 10.
- "Stratford Upon Avon" canned goods and facilities in the
U.K. Stratford is a leading marketer of pickles, canned
beans and vegetables in the U.K. to both retail and
foodservice customers.
- "Gourmet Specialty Foods" business, Germany's number one
specialty foods company.
- Fresh mushroom business throughout the U.S. This is the
world's largest fresh mushrooms operation, including eight
farms in Pescadero, Calif.; Dublin, Ga.; West Chicago,
Ill.; Howe, Ind.; Fennville, Mich.; Jackson, Ohio;
Evansville, PA.; and Hillsboro, Texas.
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The spin-off is expected to be in the form of a distribution of shares
of the new company. It is subject to approval of a definitive plan by Campbell's
Board of Directors and receipt of a ruling by the Internal Revenue Service that
the distribution will be tax-free to Campbell and its shareowners. Campbell
hopes to complete the spin-off by the end of February 1998.
Robert F. Bernstock, Campbell Executive Vice President and
President-U.S. Grocery will become CEO of the new spin-off company. In the
interim, the businesses will operate as a division of Campbell.
"The opportunity to lead a global company anchored by such strong
brands as `Vlasic' and `Swanson' is very exciting. I know many of these
businesses well from my 13 years at Campbell," said Bernstock. "As a separate
company, we will be able to focus and compete more effectively. We see great
opportunities in our frozen foods and grocery products businesses."
Campbell today also announced the appointment of Mark M. Leckie as
corporate Vice President and President - U.S. Grocery Division. Leckie joins
Campbell from Kraft, Inc., where he was Executive Vice President and General
Manager for its Post Cereal division.
On Monday, Campbell announced record sales and earnings for the fiscal
1997 fourth quarter and record sales for the year ended August 3, driven by a 14
percent increase in worldwide soup sales.
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Portfolio reconfiguration, including today's spin-off announcement and
the previously announced divestiture of non-strategic businesses with sales of
$500 million, is a key element of Campbell's strategic growth plan announced in
September 1996. In 1997, Campbell has divested Marie's salad dressings, Beeck
gourmet salads in Germany, and subsequent to the end of the fiscal year, Spring
Valley beverages in Australia. The company also has sold its poultry processing
business in the U.S. and beef ranches in Argentina.
The strategic growth plan also includes: a $2.5 billion share
repurchase program; acquisitions such as the Erasco Group, Germany's leading
canned soup company; cost productivity and asset utilization programs, increased
advertising and accelerated new product development.
###
FORWARD LOOKING STATEMENT
To the extent that this announcement contains "forward looking statements,"
those statements are qualified by reference to the detailed statement on pages 4
and 5 of the company's 1996 Annual Report on Form 10-K.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF
1934, CAMPBELL SOUP COMPANY HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED.
CAMPBELL SOUP COMPANY
BY: /S/ JOHN J. FUREY
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JOHN J. FUREY
CORPORATE SECRETARY
DATE: SEPTEMBER 9, 1997
