<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED COMMISSION FILE NUMBER
JANUARY 26, 1997 1-3822
CAMPBELL SOUP COMPANY
NEW JERSEY 21-0419870
STATE OF INCORPORATION I.R.S. EMPLOYER IDENTIFICATION NO.
CAMPBELL PLACE
CAMDEN, NEW JERSEY 08103-1799
PRINCIPAL EXECUTIVE OFFICES
TELEPHONE NUMBER: (609) 342-4800
INDICATE BY CHECK MARK WHETHER THE REGISTRANT: (1) HAS FILED ALL
REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES X NO .
--- ---
THERE WERE 232,489,098 SHARES OF CAPITAL STOCK OUTSTANDING AS OF MARCH
7, 1997.
================================================================================
<PAGE> 2
PART I. FINANCIAL INFORMATION
CAMPBELL SOUP COMPANY CONSOLIDATED
STATEMENTS OF EARNINGS
(unaudited)
(million dollars except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
---------------------- ----------------------
JANUARY January JANUARY January
26, 1997 28, 1996 26, 1997 28, 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $2,317 $2,217 $4,369 $4,207
- ------------------------------------------------------------------------------------------
Costs and expenses
Cost of products sold 1,227 1,245 2,339 2,388
Marketing and selling expenses 486 438 882 797
Administrative expenses 93 78 176 159
Research and development expenses 19 21 37 41
Other expense 29 20 67 45
Restructuring charges -- -- 216 --
- ------------------------------------------------------------------------------------------
Total costs and expenses 1,854 1,802 3,717 3,430
- ------------------------------------------------------------------------------------------
Earnings before interest and taxes 463 415 652 777
Interest, net 45 31 74 66
- ------------------------------------------------------------------------------------------
Earnings before taxes 418 384 578 711
Taxes on earnings 142 127 214 235
- ------------------------------------------------------------------------------------------
Net earnings $ 276 $ 257 $ 364 $ 476
==========================================================================================
Per share
Net earnings $ 1.18 $ 1.03 $ 1.51 $ 1.91
==========================================================================================
Dividends $ .385 $ .345 $ .730 $ .655
==========================================================================================
Weighted average shares outstanding 233 249 241 249
==========================================================================================
See Notes To Financial Statements
</TABLE>
-2-
<PAGE> 3
CAMPBELL SOUP COMPANY CONSOLIDATED
BALANCE SHEETS
(unaudited)
(million dollars)
<TABLE>
<CAPTION>
JANUARY July
26, 1997 28, 1996
-------- --------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 31 $ 34
Accounts receivable 930 618
Inventories 695 739
Other current assets 219 227
- -------------------------------------------------------------------------------
Total current assets 1,875 1,618
- -------------------------------------------------------------------------------
Plant assets, net of depreciation 2,667 2,681
Intangible assets, net of amortization 1,932 1,808
Other assets 531 525
- -------------------------------------------------------------------------------
Total assets $ 7,005 $ 6,632
===============================================================================
Current liabilities
Notes payable $ 1,791 $ 865
Payable to suppliers and others 511 568
Accrued liabilities 847 593
Dividend payable 90 86
Accrued income taxes 200 117
- -------------------------------------------------------------------------------
Total current liabilities 3,439 2,229
- -------------------------------------------------------------------------------
Long-term debt 938 744
Nonpension postretirement benefits 459 452
Other liabilities, including deferred
income taxes of $266 and $274 481 465
- -------------------------------------------------------------------------------
Total liabilities 5,317 3,890
- -------------------------------------------------------------------------------
Shareowners' equity
Preferred stock; authorized 40 shares;
none issued -- --
Capital stock, $.075 par value; authorized
280 shares; issued 271 shares 20 20
Capital surplus 267 228
Earnings retained in the business 3,400 3,211
Capital stock in treasury, at cost (2,021) (779)
Cumulative translation adjustments 22 62
- -------------------------------------------------------------------------------
Total shareowners' equity 1,688 2,742
- -------------------------------------------------------------------------------
Total liabilities and shareowners' equity $ 7,005 $ 6,632
===============================================================================
See Notes to Financial Statements
</TABLE>
-3-
<PAGE> 4
CAMPBELL SOUP COMPANY CONSOLIDATED
STATEMENTS OF CASH FLOWS
(unaudited)
(million dollars)
<TABLE>
<CAPTION>
Six Months Ended
----------------------
JANUARY January
26, 1997 28, 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 364 $ 476
Non-cash charges to net earnings
Restructuring charges 216 --
Depreciation and amortization 160 159
Deferred taxes (64) 4
Other, net 65 49
Changes in working capital
Accounts receivable (289) (195)
Inventories 74 (8)
Other current assets and liabilities 51 41
- ---------------------------------------------------------------------------------
Net cash provided by operating activities 577 526
- ---------------------------------------------------------------------------------
Cash flows from investing activities:
Purchases of plant assets (133) (165)
Sales of plant assets 21 7
Businesses acquired (238) (142)
Sales of businesses 73 45
Net change in other assets and liabilities (19) (5)
- ---------------------------------------------------------------------------------
Net cash used in investing activities (296) (260)
- ---------------------------------------------------------------------------------
Cash flows from financing activities:
Long-term borrowings 300 221
Repayments of long-term borrowings (4) (27)
Short-term borrowings 1,019 58
Repayments of short-term borrowings (196) (347)
Dividends paid (175) (155)
Treasury stock purchased (1,235) (40)
Treasury stock issued 20 34
- ---------------------------------------------------------------------------------
Net cash used in financing activities (271) (256)
- ---------------------------------------------------------------------------------
Effect of exchange rate changes on cash (13) (7)
- ---------------------------------------------------------------------------------
Net change in cash and cash equivalents (3) 3
Cash and cash equivalents - beginning of period 34 53
- ---------------------------------------------------------------------------------
Cash and cash equivalents - end of period $ 31 $ 56
=================================================================================
See Notes to Financial Statements
</TABLE>
-4-
<PAGE> 5
CAMPBELL SOUP COMPANY CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREOWNERS' EQUITY
(unaudited)
(million dollars)
<TABLE>
<CAPTION>
Earnings Capital
Retained Stock Cumulative Total
Preferred Capital Capital in the in Translation Shareowners'
Stock Stock Surplus Business Treasury Adjustments Equity
--------- ------- ------- ---------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at July 30, 1995 $ - $20 $165 $2,755 $(550) $78 $2,468
Net earnings 476 476
Cash dividends ($.655 per share) (163) (163)
Treasury stock purchased (38) (38)
Treasury stock issued under Management
incentive and Stock option plans 32 11 43
Translation adjustments (53) (53)
- -------------------------------------------------------------------------------------------------------------------------
Balance at January 28, 1996 $ - $20 $197 $3,068 $(577) $25 $2,733
=========================================================================================================================
BALANCE AT JULY 28, 1996 $ - $20 $228 $3,211 $(779) $62 $2,742
NET EARNINGS 364 364
CASH DIVIDENDS ($.730 PER SHARE) (175) (175)
TREASURY STOCK PURCHASED (1,235) (1,235)
TREASURY STOCK ISSUED UNDER MANAGEMENT
INCENTIVE AND STOCK OPTION PLANS 39 (7) 32
TRANSLATION ADJUSTMENTS (40) (40)
- -------------------------------------------------------------------------------------------------------------------------
BALANCE AT JANUARY 26, 1997 $ - $20 $267 $3,400 $(2,021) $22 $1,688
=========================================================================================================================
</TABLE>
Changes in Number of Shares (unaudited)
(thousands of shares)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Issued Outstanding In Treasury
------ ----------- -----------
<S> <C> <C> <C>
Balance at July 30, 1995 271,245 249,231 22,014
Treasury stock purchased (833) 833
Treasury stock issued under Management incentive and Stock option plans 1,281 (1,281)
- ---------------------------------------------------------------------------------------------------------------------------
Balance at January 28, 1996 271,245 249,679 21,566
===========================================================================================================================
BALANCE AT JULY 28, 1996 271,245 247,228 24,017
TREASURY STOCK PURCHASED (15,445) 15,445
TREASURY STOCK ISSUED UNDER MANAGEMENT INCENTIVE AND STOCK OPTION PLANS 759 (759)
- ---------------------------------------------------------------------------------------------------------------------------
BALANCE AT JANUARY 26, 1997 271,245 232,542 38,703
===========================================================================================================================
See Notes to Financial Statements
</TABLE>
-5-
<PAGE> 6
CAMPBELL SOUP COMPANY CONSOLIDATED
NOTES TO FINANCIAL STATEMENTS
(unaudited)
(millions)
(a) The financial statements reflect all adjustments which are, in the
opinion of management, necessary for a fair presentation of the results
for the indicated periods. All such adjustments are of a normal
recurring nature.
(b) Net earnings per share are based on the weighted average shares
outstanding during the applicable periods. The potential dilution from
the exercise of stock options is not material.
(c) Inventories
<TABLE>
<CAPTION>
JANUARY July
26, 1997 28, 1996
-------- --------
<S> <C> <C>
Raw materials, containers and supplies $292 $323
Finished products 446 461
- -------------------------------------------------------------------------------
738 784
Less - Adjustment of certain inventories
to LIFO basis 43 45
- -------------------------------------------------------------------------------
$695 $739
===============================================================================
</TABLE>
(d) Restructuring Program
A special charge of $216 million, $160 million after tax or $.65 per
share, was recorded in the first quarter of fiscal 1997 to cover the
costs of the restructuring program approved September 4, 1996 by the
company's Board of Directors. The restructuring program is designed to
provide funding for the company's strategic growth plan by
reconfiguring or closing various plants to improve operational
efficiency, reducing administrative and operational staff functions and
divesting non-strategic, under-performing businesses with sales of
approximately $275 million. The restructuring includes the elimination
of approximately 2,100 administrative and operational positions from
the company's worldwide workforce.
Restructuring charges include approximately $113 million in cash
charges primarily related to severance and employee benefit costs,
substantially all of which will be paid in fiscal 1997. The balance of
the restructuring charge relates to non-cash charges for the write down
of plant assets and estimated losses on the disposition of plant assets
and business divestitures. The company plans to complete the program in
fiscal 1998. A summary of the original reserves and activity through
January 26, 1997 follows:
-6-
<PAGE> 7
<TABLE>
<CAPTION>
BALANCE
Original JANUARY
Reserves Activity 26, 1997
-------- -------- --------
<S> <C> <C> <C>
Loss on asset dispositions and divestitures $108 $ (9) $ 99
Severance and benefits 93 (14) 79
Other 15 -- 15
- ------------------------------------------------------------------------------------------
Total $216 $(23) $193
==========================================================================================
</TABLE>
(e) Subsequent Event
The Executive Committee of the Board of Directors of Campbell Soup
Company authorized a 2-for-1 split of Capital Stock, effective
February 24, 1997, to be distributed to shareowners on March 17, 1997.
After giving effect to the split, earnings per share would have been
reported as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
January January January January
26, 1997 28, 1996 26, 1997 28, 1996
-------- -------- -------- --------
<S> <C> <C> <C>
$.59 $.51 $.76 $.96
</TABLE>
In addition, as of January 26, 1997, the par value of Capital Stock
would have been $.0375, authorized shares 560 and issued shares 542.
-7-
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
CAMPBELL SOUP COMPANY
RESULTS OF OPERATIONS
OVERVIEW
Campbell achieved record sales and earnings for the second quarter ended January
26, 1997. Net sales for the quarter were $2.32 billion, up 5% from the
comparable period last year. Earnings per share increased 15% to a quarterly
record of $1.18, up from $1.03 in the second quarter last year.
Net earnings rose 7% to $276 million from $257 million a year ago.
Sales for the six months increased 4% to $4.37 billion, versus $4.21 billion for
the comparable period last year. Net earnings for the six months of $364 million
were down from $476 million last year and earnings per share declined to $1.51
from $1.91 due to a special charge recorded in the first quarter to cover the
costs of a restructuring program. Before the special charge, net earnings
increased 10% and earnings per share increased 14% versus the prior year.
RESULTS BY DIVISION
SECOND QUARTER
U.S.A. - U.S. sales for the quarter increased 1% to $1.38 billion from $1.36
billion last year. The sales increase was primarily driven by 4% growth in wet
soup volume. Operating earnings rose 14% to $364 million.
Wet soup volume was led by traditional Red & White icons, Chicken Noodle, Tomato
and Cream of Mushroom, the continued success of 98% fat-free cream soups and the
new Joseph A. Campbell premium soup in glass. Strong sales and volume
performances were also achieved by "V-8", "Swanson" broth and "Franco-American"
pasta featuring new "Superiore" for the adult market.
Food Service continued its growth behind the new frozen Campbell's Restaurant
Soups, "Prego" lasagna for the home-meal replacement category and "Pace" Mexican
sauces.
BAKERY & CONFECTIONERY - Bakery & Confectionery sales increased 5% to $490
million from $466 million in the second quarter of last year. The sales increase
was driven by Pepperidge Farm cracker and cookie volume and Godiva Chocolatier
volume. Operating earnings rose 10% to $73 million versus $67 million last year.
Pepperidge Farm's "Goldfish" crackers continued their phenomenal growth with a
more than 50% sales volume increase, responding to expansion into the grocery
store snack aisle and new channels such as club stores. "Milano" cookies
reported substantial new growth, fueled by increased marketing and advertising.
Godiva, boosted by excellent holiday season and Valentine's Day sales, also
reported strong volume growth and increased profitability.
-8-
<PAGE> 9
INTERNATIONAL GROCERY - International Grocery reported sales of $470 million, a
13% increase from last year. The sales increase was primarily due to the first
quarter acquisition of Erasco, Germany's leading soup company. Operating
earnings were $42 million, unchanged from the prior year.
Strong soup volume gains in Asia, Canada and Japan were driven by consumer
marketing investments, a key element of the company's growth plan for
international businesses. Earnings were impacted by those marketing investments
and by weak performance of specialty distribution companies in Europe.
SIX MONTHS
U.S.A. - U.S. sales for the six months were $2.62 billion versus $2.55 billion
last year. The sales increase was primarily driven by 4% growth in wet soup
volume. Operating earnings after the special charge were $553 million versus
$608 million last year. Before the charge, operating earnings grew 16% to $705
million.
Red & White condensed soup, led by icons Chicken Noodle, Tomato and Cream of
Mushroom, continued its strong volume growth. Other strong sales and volume
performers included "Swanson" broth, "V-8", "Franco-American" pasta,
"Superiore," Food Service's frozen Campbell's Restaurant Soups and "Prego"
lasagna for the home-meal replacement category.
BAKERY & CONFECTIONERY - Bakery & Confectionery sales grew 6% to $955 million
from $901 million in the first six months. The sales increase was driven by
Pepperidge Farm and Godiva. Operating earnings after the special charge were $74
million versus $120 million last year. Before the charge, operating earnings
increased 9% to $130 million.
Pepperidge Farm's "Goldfish" crackers and "Milano" cookies volume and Godiva's
holiday season and Valentine's Day record sales have led the way for the first
six months.
INTERNATIONAL GROCERY - International Grocery reported sales of $845 million in
the first six months, a 6% increase over the prior year. The sales increase was
primarily due to the acquisition of Erasco. Operating earnings after the special
charge declined to $64 million from $79 million last year. Before the charge,
operating earnings were $72 million down 9% from last year.
Wet soup volume outside the U.S. was up 13% led by Erasco, Asia, Canada and
Japan. Although the German grocery business sales and earnings trends have
improved over the prior quarter, sales and earnings still reflect a decline
versus the prior year. In addition, earnings were impacted by consumer marketing
investments and by weak performance of the specialty distribution companies.
-9-
<PAGE> 10
STATEMENTS OF EARNINGS
Net sales increased 5% for the second quarter and 4% for the six months,
compared to the same periods last year. Sales of ongoing businesses are up 8%
for the quarter and 7% for the six months. The gains were driven principally by
worldwide wet soup volume gains of 7% for the quarter and 6% for the first six
months. Strong volume gains were achieved in U.S. condensed soup, Asia, Japan
and Canada.
Gross margins improved 3.2 percentage points to 47.1% in the second quarter and
46.5% for the six month period. Improvements resulted primarily from higher
selling prices and on-going cost productivity programs.
Marketing and selling expenses increased 11% for the second quarter and six
month period, over similar periods a year ago. The increases are attributable to
the launch of 98% fat-free cream soups and premium soup in glass in the U.S.,
marketing efforts at Arnotts and Pepperidge Farm and advertising for
"Franco-American" pasta "Superiore". Overall these expenses have increased 1.2
and 1.3 percentage points for the quarter and first half, respectively, as a
percentage of sales versus last year.
Administrative expenses were up 19% for the quarter and 11% for the six month
period versus last year. The increases are attributable principally to incentive
compensation and consulting accruals. Other expense is up due to the effect of
the increase in Campbell's share price on the company's long-term incentive plan
obligations. The increase in interest expense is primarily due to financing
costs associated with the company's share repurchase program.
The effective tax rate for the first six months was 37% compared to 33% last
year, principally due to the tax effect of the restructuring charges. Before the
special charge, the company expects its effective tax rate for fiscal 1997 to
approximate 34% due to tax planning strategies, including utilization of tax
loss carryforwards.
SPECIAL CHARGE
On September 4, 1996 the company's Board of Directors approved a special charge
of $216 million ($160 million after-tax or $.65 per share) to cover the costs of
a restructuring program. The restructuring program is designed to provide
funding for the company's strategic growth plan by reconfiguring or closing
various plants to improve operational efficiency, reducing administrative and
operational staff functions and divesting non-strategic, under-performing
businesses with sales of approximately $275 million. The program includes the
elimination of approximately 2,100 administrative and operational positions from
the company's worldwide workforce.
-10-
<PAGE> 11
Restructuring charges include approximately $113 million in cash charges
primarily related to severance and employee benefits, substantially all of which
will be paid in fiscal 1997. The balance of the charge relates to non-cash
charges for the write down of plant assets and the estimated losses on the
disposition of assets and divestitures. The restructuring program is expected to
generate approximately $200 million in savings over the next two years. These
savings are from reductions in employee salaries and benefits, plant overhead,
depreciation and amortization. The company plans to complete the program in
fiscal 1998 and cash outflows are not expected to adversely affect the company's
liquidity. See Note (d) of the Consolidated Financial Statements for further
discussion of the restructuring program.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities was up 10% to $577 million due to the
strong underlying operating earnings growth and continued tight management of
inventory levels.
Capital expenditures were $133 million, a decline of $32 million from the prior
year, due to the completion of the Arnotts Huntingwood manufacturing facility.
Capital expenditures are projected to approximate $375 million in fiscal 1997.
During the year, the company acquired Erasco, Germany's leading soup company,
for approximately $205 million. In addition, Arnotts acquired the assets of
Kettle Chip Company, a Sydney, Australia based potato chip concern.
During the first six months, the company completed its "Dutch Auction" tender
offer by repurchasing 13.5 million shares at $80 per share. In addition, the
company repurchased approximately 1.9 million shares in the open market bringing
the total shares repurchased to 15.4 million versus 833,000 shares during the
same period in fiscal 1996. The repurchases were funded by short-term borrowings
of approximately $900 million and a long-term debt issuance of $300 million at
6.9% due in fiscal 2007.
RECENT DEVELOPMENTS
In fiscal 1996, the Financial Accounting Standards Board issued FAS 123 --
"Accounting for Stock-Based Compensation". The standard allows the option of
recording an expense for the fair market value of stock options and similar
equity instruments issued to employees or disclosing the "proforma" impact on
net earnings and earnings per share. The company will comply with the disclosure
requirements for the fiscal year ending August 3, 1997. There will be no effect
on reported net earnings and earnings per share.
-11-
<PAGE> 12
PART II
ITEM 1. LEGAL PROCEEDINGS
There have been no material developments in the legal proceedings as reported in
Campbell's Form 10-Q for the quarter ended October 27, 1996.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
a. Campbell's Annual Meeting of Shareowners was held on November 21, 1996.
c. The matters voted upon and the results of the vote are as follows:
Election of Directors
<TABLE>
<CAPTION>
=================================================================
Number of Shares
--------------------------------
Name For Withheld
=================================================================
<S> <C> <C>
Alva A. App 202,599,008 398,579
Edmund M. Carpenter 202,614,818 382,769
Bennett Dorrance 202,617,764 379,823
Thomas W. Field, Jr. 202,608,854 388,733
Kent B. Foster 202,506,827 490,760
Harvey Golub 202,598,891 398,696
David W. Johnson 202,583,691 413,896
David K. P. Li 195,171,760 7,825,827
Philip E. Lippincott 202,577,037 420,550
Mary Alice Malone 202,612,618 384,969
Charles H. Mott 202,611,903 385,684
George M. Sherman 202,599,289 398,298
Donald M. Stewart 202,591,041 406,546
George Strawbridge, Jr. 202,600,241 397,346
Charlotte C. Weber 202,609,720 387,867
=================================================================
</TABLE>
-12-
<PAGE> 13
Ratification of Appointment of Auditors
<TABLE>
<CAPTION>
===============================================================================================
Broker
For Against Abstentions Non-Votes
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ratification of Appointment of Auditors 202,461,615 195,157 340,815 -0-
===============================================================================================
</TABLE>
ITEM 5. OTHER INFORMATION
a. Stock Split
On February 11, 1997, the Executive Committee of the Board of
Directors of Campbell Soup Company adopted resolutions
amending the Restated Certificate of Incorporation to increase
the number of authorized shares of capital stock from 280
million, $0.075 par value per share, to 560 million, $0.0375
par value per share, and authorized a 2-for-1 stock split. The
additional shares will be distributed on March 17, 1997, to
shareowners of record at the close of business on February 24,
1997, the record date for the stock split. Those shareowners
will receive an account statement evidencing one additional
share for each share already held. Outstanding stock
certificates do not have to be surrendered or exchanged.
b. Cautionary Statement on Forward-Looking Statements
This report contains certain forward-looking statements which
are based on management's current views and assumptions
regarding future events and financial performance. These
statements are qualified by reference to the section
"Cautionary Statement on Forward-Looking Statements" in Item 1
of the company's Annual Report on Form 10-K for the fiscal
year ended July 28, 1996. See Item 1 for a description of
important factors that could impact the company's strategic
growth plan goals and cause actual results to differ
materially from those expressed or implied in the
forward-looking statements.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
No.
---
3 Campbell Soup Company's Restated Certificate of Incorporation,
amended through February 24, 1997.
-13-
<PAGE> 14
4 There is no instrument with respect to long-term debt of the
company that involves indebtedness or securities authorized
thereunder exceeding 10 percent of the total assets of the
company and its subsidiaries on a consolidated basis. The
company agrees to file a copy of any instrument or agreement
defining the rights of holders of long-term debt of the
company upon request of the Securities and Exchange
Commission.
27 Financial Data Schedule.
b. Reports on Form 8-K
There were no reports on Form 8-K filed by Campbell during the
quarter for which this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAMPBELL SOUP COMPANY
Date: March 10, 1997 By:/s/JOHN M. COLEMAN
------------------------------------
John M. Coleman, Senior Vice President
Law and Public Affairs
Date: March 10, 1997 By:/s/BASIL L. ANDERSON
------------------------------------
Basil L. Anderson
Senior Vice President - Finance
Chief Financial Officer and
Treasurer
-14-
<PAGE> 15
INDEX TO EXHIBITS
Exhibit Number
- --------------
3(i) Campbell Soup Company's Restated Certificate of Incorporation,
amended through February 24, 1997.
27 Financial Data Schedule.
-15-
<PAGE> 1
EXHIBIT 3
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CAMPBELL SOUP COMPANY
INCORPORATED IN NEW JERSEY
----------------------------------
RESTATED CERTIFICATE OF INCORPORATION
----------------------------------
As Restated December 1, 1980, and as amended through February 24, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
RESTATED CERTIFICATE OF INCORPORATION
OF
CAMPBELL SOUP COMPANY
FIRST. The name of the corporation is:
CAMPBELL SOUP COMPANY
SECOND. The address of the corporation's registered office is Campbell
Place, Camden, New Jersey 08101. The name of the corporation's registered agent
at such address, upon whom process against the corporation may be served, is
John J. Furey.
THIRD. The purposes for which the corporation is organized are to
engage in any or all activities within the purposes for which corporations now
or at any time hereafter may be organized under the New Jersey Business
Corporation Act and under all amendments and supplements thereto, or any
revision thereof or any statute enacted to take the place thereof, including but
not limited to the following:
(1) To do all kinds of agricultural, communications,
construction, farming, food, mining, manufacturing, marketing, publishing,
sales, service, trading, transportation and warehousing business; and to
acquire, use, sell and grant licenses with respect to copyrights, trademarks,
patents and other intellectual property.
(2) To engage in any activities encompassed within this
Article Third directly or through or with one or more subsidiaries, general or
limited partnerships, joint ventures, other incorporated or unincorporated
associations or entities, or individuals and to take any and all acts deemed
appropriate to promote the interests thereof; and
(3) To exercise as a purpose or purposes each power granted to
corporations by the New Jersey Business Corporation Act or by any amendment or
supplement thereto or by any statute enacted to take the place thereof, insofar
as such powers authorize or may hereafter authorize corporations to engage in
activities.
FOURTH. The aggregate number of shares which the corporation has
authority to issue is 600,000,000, consisting of 560,000,000 shares of Capital
Stock, $0.0375 par value, and 40,000,000 shares of Preferred Stock issuable in
one or more classes and series of any class. The shares of Preferred Stock of
each class shall be without par value unless the amendment creating the class
provides for a par value.
1
<PAGE> 3
The designations, relative voting, dividend, liquidation and other
rights, preferences and limitations of the Preferred Stock and Capital Stock of
the corporation, and the authority of the board of directors to divide the
shares of the Preferred Stock in to classes or series and to determine and
change the relative rights, preferences and limitations of any such class or
series are as follows:
A. PREFERRED STOCK
(1) The board of directors is expressly authorized to adopt and to
cause to be executed and filed, without further approval of the stockholders, an
amendment or amendments to this Restated Certificate of Incorporation to divide
any unissued shares of Preferred Stock into one or more classes and into series
within any class or classes of Preferred Stock, to authorize the issuance of
such shares for such consideration (not less than par value in the case of
shares having a par value) as the board of directors may determine, and to
determine in any one or more respects from time to time before issuance of such
unissued shares;
(a) the distinctive designation of such class or series and
the number of shares to constitute such class or series and whether shares of
such class are to have a par value and the par value of any shares which are to
have a par value, provided that, unless otherwise stated in any such resolution
or resolutions, such number of shares may be increased or decreased by the board
of directors;
(b) the annual dividend rate on the shares of such class or
series and the date or dates from which dividends shall accumulate thereon as
herein provided;
(c) the times of redemption of the shares of such class or
series and the prices which the holders of shares of such class or series shall
be entitled to receive upon the redemption thereof, which prices may vary at
different redemption dates and may also be different with respect to shares
redeemed through the operation of any retirement or sinking fund than with
respect to shares otherwise redeemed;
(d) the amount which the holders of shares of such class or
series shall be entitled to receive upon the voluntary or involuntary
liquidation, dissolution, or winding up of the corporation;
(e) whether or not the shares of such class or series shall be
subject to the operation of a purchase or sinking fund, and, if so, the extent
to and manner in which the fund shall be applied to the purchase or redemption
of the shares of such class or series for retirement or for other corporate
purposes and the terms and provisions relative to the operation thereof;
(f) whether or not the shares of such class or series shall,
at the option of the holder or the corporation or both, be convertible into, or
exchangeable for shares of stock of any other class or series, and if so
convertible or exchangeable, the price or
2
<PAGE> 4
prices or the rate or rates of conversion or exchange and the method, if any, of
adjusting the same; and
(g) such other preferences, rights, restrictions and
qualifications as shall not be inconsistent herewith and as are permitted by the
New Jersey Business Corporation Act.
(2) The board of directors is expressly authorized to determine
voting rights for the holders of the shares of any class or series of Preferred
Stock, provided that the voting rights shall be limited to any or all of the
following:
(a) the right to elect, voting as a class, a maximum of two
directors upon default of the equivalent of six quarterly dividends, whether or
not the defaulted dividends occurred in consecutive periods, and such right will
remain in effect until cumulative dividends have been paid in full or until
non-cumulative dividends have been paid regularly for at least one year;
(b) the right to approve, by at least a majority of the
outstanding shares of the class or classes of Preferred Stock affected, any
increase in the authorized number of shares of such class or classes or the
creation of a class of equal rank;
(c) the right to approve, by at least two-thirds of the
outstanding shares of Preferred Stock, the creation of a senior equity security,
provided that the board of directors may create a senior equity security without
such stockholder vote if (i) stockholders authorized such action by the board of
directors at the time the existing class of Preferred Stock was created or (ii)
the holders of shares of the existing class of Preferred Stock previously
received adequate notice of the redemption thereof, which redemption must occur
within 90 days, unless all or part of the existing issue is being retired with
proceeds from the sale of the new senior equity security; and
(d) the right to approve, by at least two-thirds of the
outstanding shares of the class of Preferred Stock affected, the adoption of any
amendment to the Restated Certificate of Incorporation or the by-laws that would
materially change existing terms of such class of Preferred Stock, provided that
if all series of a class of Preferred Stock are not equally affected by such
amendment, then such amendment shall receive the approval of two-thirds of the
outstanding shares of the class and, in addition, two-thirds of the outstanding
shares of the series that will have a diminished status.
(3) The board of directors may also change the designation or
number of shares or the relative rights, preferences and limitations of any of
the shares of any theretofore established class or series of the Preferred Stock
no shares of which class or series have been issued.
B. CAPITAL STOCK
3
<PAGE> 5
(1) Each holder of Capital Stock of the corporation from time to time
issued and outstanding shall be entitled to vote and shall have one vote for
each share of Capital Stock standing in the holder's name on the books of the
corporation, except with respect to matters as to which the holders of the
Preferred Stock or any class or series thereof shall be entitled to vote
separately as a single class as authorized in Section A of this Article FOURTH
or as may be required by law.
(2) Subject to the provisions of Section A of this Article FOURTH, the
board of directors in its discretion may, from the assets of the corporation
legally available for the payment of dividends and at such times and in such
manner as determined by the board of directors, declare and pay, whether in
cash, property, stock or otherwise, dividends on the Capital Stock of the
corporation.
(3) In the event of any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, subject to the preferential or
other rights of the holders of the Preferred Stock pursuant to Section A of this
Article FOURTH, the holders of the Capital Stock shall be entitled to receive
ratably any and all assets remaining to be paid or distributed.
C. ALL SHARES
No holder of shares of any class or series of stock of the corporation
shall be entitled as such, as a matter of right, to subscribe for or purchase
any unissued or treasury shares of any class or series of stock, or any option
rights, or securities convertible into, exchangeable for or warrants to
subscribe to, stock, of any class or series whatsoever, whether now or hereafter
authorized and whether issued for cash or other consideration or by way of
dividend.
A stockholder may not cumulate his or her votes in an election for
directors.
FIFTH. The number of directors of the corporation as of November 21,
1980, is sixteen and their names and business office addresses are:
Robert A. Beck The Prudential Insurance Company
of America
Prudential Plaza
Newark, New Jersey 07101
James H. Binns Armstrong World Industries, Inc.
Liberty and Charlotte Streets
Lancaster, Pennsylvania 17604
4
<PAGE> 6
William S. Cashel, Jr. American Telephone and Telegraph
Company
195 Broadway
New York, New York 10007
John T. Dorrance, Jr. Campbell Place
Camden, New Jersey 08101
Henry W. Gadsden 30 Lake Road
Short Hills, New Jersey 07078
Belton K. Johnson 300 Main Plaza Bldg.
114 West Commerce
San Antonio, Texas 78205
J. M. Lindley Campbell Place
Camden, New Jersey 08101
Claudine B. Malone Harvard University
Graduate School of Business
Administration
Soldiers Field
Boston, Massachusetts 02163
R. G. McGovern Campbell Place
Camden, New Jersey 08101
William Piel, Jr. Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Harold A. Shaub Campbell Place
Camden, New Jersey 08101
Lewis H. Van Dusen, Jr. Drinker Biddle & Reath
1100 Philadelphia National Bank
Building
Broad and Chestnut Streets
Philadelphia, Pennsylvania 19107
Robert J. Vlasic Vlasic Foods, Inc.
710 North Woodward
Bloomfield Hills, Michigan 48013
J. Page R. Wadsworth P.O. Box 211
Commerce Court Postal Station
Toronto, Canada M5L 1E8
A. M. Williams Campbell Place
Camden, New Jersey 08101
Sterling Wortman The Rockefeller Foundation
1133 Avenue of the Americas
New York, New York 10036
5
<PAGE> 7
SIXTH. The number of directors at any time may be increased or
decreased by vote of the board of directors, and in case of any such increase
the board of directors shall have power to elect each such additional director
to hold office until the next succeeding annual meeting of stockholders and
until his or her successor shall have been elected and qualified.
The board of directors, by the affirmative vote of two-thirds of the
directors in office, may remove a director or directors for cause where, in the
judgment of such majority, the continuation of the director or directors in
office would be harmful to the interests of the corporation and may suspend the
director or directors for a reasonable period pending final determination of
whether cause exists for such removal.
SEVENTH. The following action may be taken by the affirmative vote of
two-thirds of the votes cast by the holders of all of the corporation's
outstanding shares of stock entitled to vote thereon, and, in addition, if any
class or series is entitled to vote thereon as a class, the affirmative vote of
two-thirds of all of the votes which the holders of each such class or series
are entitled to cast thereon:
(1) the adoption by the stockholders of a proposed amendment
of this Restated Certificate of Incorporation of the corporation;
(2) the adoption by the stockholders of a proposed plan of
merger or consolidation involving the corporation;
(3) the approval by the stockholders of a sale, lease,
exchange, or other disposition of all, or substantially all, the assets of the
corporation otherwise than in the usual and regular course of business as
conducted by the corporation; and
(4) dissolution.
EIGHTH. Except as otherwise provided by statute or by this Restated
Certificate of Incorporation or the by-laws of the corporation as in each case
the same may be amended from time to time, all corporate powers may be exercised
by the board of directors. Without limiting the foregoing, the board of
directors shall have the power, without stockholder action except where required
by New Jersey law:
(1) to amend the by-laws of the corporation;
(2) to authorize the corporation to issue for cash or property
shares of any class or series of its stock, now or hereafter authorized but
unissued or held in the treasury; and
6
<PAGE> 8
(3) to authorize the borrowing of money, the issuance of
bonds, debentures, notes and other obligations or evidences of indebtedness of
the corporation, secured or unsecured, and the inclusion of provisions as to
redeemability and convertibility into shares of any class or series of stock of
the corporation or otherwise, and, as security for money borrowed or bonds,
debentures, notes and other obligations or evidences of indebtedness issued by
the corporation, the mortgaging or pledging of any property, real, personal, or
mixed, then owned or thereafter acquired by the corporation.
NINTH. The duration of the corporation is perpetual.
TENTH. The effective date of this Restated Certificate of Incorporation
shall be December 1, 1980.
ELEVENTH. To the full extent from time to time permitted by law, no
director or officer of the corporation shall be personally liable to the
corporation or its stockholders for damages for breach of any duty owed to the
corporation or its stockholders. Neither the amendment or repeal of this Article
ELEVENTH, nor the adoption of any provision of this Restated Certificate of
Incorporation inconsistent with this Article ELEVENTH, shall eliminate, reduce
or have any effect on the protection afforded by this Article ELEVENTH to a
director or an officer of the corporation in respect of any matter occurring, or
any cause of action, suit or claim that but for this Article ELEVENTH would
accrue or arise, prior to such amendment, repeal or adoption of an inconsistent
provision.
7
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-03-1997
<PERIOD-START> JUL-29-1996
<PERIOD-END> JAN-26-1997
<CASH> 31
<SECURITIES> 0
<RECEIVABLES> 992
<ALLOWANCES> 62
<INVENTORY> 695
<CURRENT-ASSETS> 1,875
<PP&E> 4,523
<DEPRECIATION> 1,856
<TOTAL-ASSETS> 7,005
<CURRENT-LIABILITIES> 3,439
<BONDS> 938
0
0
<COMMON> 20
<OTHER-SE> 1,668
<TOTAL-LIABILITY-AND-EQUITY> 7,005
<SALES> 4,369
<TOTAL-REVENUES> 4,369
<CGS> 2,339
<TOTAL-COSTS> 2,339
<OTHER-EXPENSES> 919
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 77
<INCOME-PRETAX> 578
<INCOME-TAX> 214
<INCOME-CONTINUING> 364
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 364
<EPS-PRIMARY> 1.51
<EPS-DILUTED> 1.51
</TABLE>
