<PAGE>
RULE NO. 424(b)2
REGISTRATION NO. 333-11497
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 6, 1996)
LOGO CAMPBELL SOUP COMPANY
$300,000,000
6.15% Notes due December 1, 2002
Interest Payable June 1 and December 1
ISSUE PRICE: 99.844%
Interest on the Notes is payable on June 1 and December 1 of each year, com-
mencing June 1, 1998. The Notes are redeemable, in whole or in part, at the
option of the Company at any time at a redemption price equal to the greater
of (i) 100% of the principal amount of such Notes or (ii) as determined by a
Quotation Agent (as defined herein), the sum of the present values of the
remaining scheduled payments of principal and interest thereon (not including
any portion of such payments of interest accrued as of the date of redemption)
discounted to the date of redemption on a semi-annual basis (assuming a 360-
day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as
defined herein), plus in each case, accrued interest thereon to the date of
redemption.
The Notes will be represented by one or more Global Securities (as defined
herein) registered in the name of The Depository Trust Company (the "Deposita-
ry"), or a nominee of the Depositary. Interests in the Global Securities will
be shown on, and transfers thereof will be effected only through, records
maintained by the Depositary and its participants. Except as provided herein,
Notes in definitive form will not be issued. See "Description of Notes."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
- -----------------------------------------------------
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) THE COMPANY(1)(3)
- -----------------------------------------------------
<S> <C> <C> <C>
Per Note 99.844% .600% 99.244%
- -----------------------------------------------------
Total $299,532,000 $1,800,000 $297,732,000
- -----------------------------------------------------
</TABLE>
(1)Plus accrued interest, if any, from December 5, 1997.
(2) The Company has agreed to indemnify the Underwriters against certain lia-
bilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3)Before deduction of expenses payable by the Company estimated at $100,000.
The Notes are being offered, subject to prior sale, when, as and if accepted
by the Underwriters, and subject to certain other conditions. It is expected
that delivery of the Notes will be made through the facilities of the Deposi-
tary on or about December 5, 1997, against payment therefor in immediately
available funds.
J.P. MORGAN & CO.
GOLDMAN, SACHS & CO.
SALOMON SMITH BARNEY
December 2, 1997
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE NOTES. SPECIFICALLY,
THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING, AND MAY BID
FOR, AND PURCHASE, THE NOTES IN THE OPEN MARKET. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING."
No person is authorized to give any information or to make any representations
not contained or incorporated by reference in this Prospectus Supplement or the
accompanying Prospectus and, if given or made, such information or representa-
tion must not be relied upon as having been authorized by the Company or any
Underwriter. Neither this Prospectus Supplement nor the accompanying Prospectus
constitutes an offer to sell or a solicitation of an offer to buy any securi-
ties in any jurisdiction in which such offer or solicitation is not authorized
or in which the person making such offer or solicitation is not qualified to do
so or to any person to whom it is unlawful to make such offer or solicitation.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Recent Developments........................................................ S-3
Use of Proceeds............................................................ S-3
Aggregate Indebtedness..................................................... S-3
Ratio of Earnings to Fixed Charges......................................... S-3
Description of Notes....................................................... S-4
Underwriting............................................................... S-7
Legal Opinions............................................................. S-8
Experts.................................................................... S-8
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Ratio of Earnings to Fixed Charges......................................... 3
Description of Debt Securities............................................. 4
Plan of Distribution....................................................... 10
Legal Opinions............................................................. 10
Experts.................................................................... 11
</TABLE>
S-2
<PAGE>
RECENT DEVELOPMENTS
On November 18, 1997, the Company reported its net sales and net earnings for
its first quarter ended November 2, 1997. Sales for the quarter were reported
as $2.12 billion for fiscal 1998, as compared to $2.05 billion for fiscal 1997;
net earnings for the quarter were reported as $267 million for fiscal 1998,
compared to $88 million for fiscal 1997, after a restructuring charge aggre-
gating $160 million net of taxes; and earnings per share for the quarter were
reported as $.58 for fiscal 1998 as compared to $.18 for fiscal 1997, after a
restructuring charge aggregating $.32 per share. The Company anticipates filing
its Quarterly Report on Form 10-Q for its thirteen week period ended November
2, 1997 on or before December 17, 1997.
In September 1997, the Company announced its intention to spin off its Spe-
cialty Foods division with net sales of approximately $1.4 billion, including
Swanson frozen foods, Vlasic pickles and certain European and Argentine busi-
nesses, to shareowners. The Company expects to complete the spinoff in fiscal
1998, subject to regulatory approvals, the receipt of a ruling from the
Internal Revenue Service that the spinoff will be a tax-free transaction to
U.S. shareowners and final approval from the Company's Board of Directors.
Also in September 1997, the Company agreed to finance a proposal by Arnotts
Limited ("Arnotts") to acquire its outstanding shares held by minority share-
holders. All statutory approvals have been secured and Arnotts expects to com-
plete acquisition of the shares, bringing the Company's ownership of Arnotts to
100%, in December 1997.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the Notes for
repayment of short-term borrowings and for other general corporate purposes. At
December 2, 1997, the weighted average annual interest rate of the Company's
short-term borrowings was approximately 5.7% and the longest maturity of such
borrowings was approximately seven months.
AGGREGATE INDEBTEDNESS
At August 3, 1997, the end of the Company's most recent fiscal year, the Com-
pany had aggregate short-term indebtedness of approximately $1.51 billion and
aggregate long-term indebtedness of approximately $1.15 billion. All such
indebtedness ranks on a parity in right of payment with the Notes.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's consolidated ratio of earnings to
fixed charges for the periods shown:
FISCAL YEAR ENDED
- --------------------------------------------------------------------------------
8/3/97 7/28/96 7/30/95 7/31/94 8/1/93
- ------ ------- ------- ------- ------
6.6 8.6 8.4 10.4 5.3
The ratios of earnings to fixed charges were computed by dividing earnings by
fixed charges. For this purpose, earnings include earnings before equity in
earnings of affiliates and minority interests and taxes on earnings and fixed
charges. Fixed charges include interest and amortization of debt expenses and
the estimated interest component of rentals. In the fiscal years ended 1997 and
1993, the Company recorded divestiture and restructuring charges of $216.3 mil-
lion and $353.0 million, respectively. Excluding the effect of such charges,
the ratio of earnings to fixed charges for the fiscal years ended 1997 and 1993
would have been 7.7 and 8.3, respectively.
S-3
<PAGE>
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered hereby
supplements the description of the general terms and provisions of the Debt
Securities set forth in the Prospectus, to which description reference is
hereby made.
GENERAL
The Notes will be unsecured general obligations of the Company, will be issued
under an indenture dated as of October 15, 1996 between the Company and Bankers
Trust Company, as Trustee (the "Trustee"), will be limited to $300 million
principal amount, will be issued in book-entry form only, and will mature on
December 1, 2002.
The Notes will bear interest from December 5, 1997 or from the most recent
Interest Payment Date to which interest has been paid or provided for, at the
rate of 6.15% per annum, payable semi-annually on June 1 and December 1, com-
mencing on June 1, 1998, to the persons in whose names the Notes are registered
at the close of business on the preceding May 15 and November 15, respectively.
OPTIONAL REDEMPTION
The Notes will be redeemable, in whole or in part, at the option of the Company
at any time at a redemption price equal to the greater of (i) 100% of the prin-
cipal amount of such Notes or (ii) as determined by a Quotation Agent (as
defined below), the sum of the present values of the remaining scheduled pay-
ments of principal and interest thereon (not including any portion of such pay-
ments of interest accrued as of the date of redemption) discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate, plus, in each case,
accrued interest thereon to the date of redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Compa-
rable Treasury Issue, assuming a price for the Comparable Treasury Issue (ex-
pressed as a percentage of its principal amount) equal to the Comparable Trea-
sury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected
by a Quotation Agent as having a maturity comparable to the remaining term of
the Notes to be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of cor-
porate debt securities of comparable maturity to the remaining term of such
Notes.
"Quotation Agent" means the Reference Treasury Dealer appointed by the Trustee
after consultation with the Company. "Reference Treasury Dealer" means (i) J.P.
Morgan Securities Inc. and its respective successors; provided, however, that
if the foregoing shall cease to be a primary U.S. Government securities dealer
in New York City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury
Dealer selected by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption date, (i) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury Dealer Quota-
tions, or (ii) if the Trustee obtains fewer than three such Reference Treasury
Dealer Quotations, the average of all such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue (ex-
pressed in each case as a percentage of its principal amount) quoted in writing
to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third
Business Day preceding such redemption date.
Notice of any redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each holder of the Notes to be redeemed.
S-4
<PAGE>
Unless the Company defaults in payment of the redemption price, on and after
the redemption date, interest will cease to accrue on the Notes or portions
thereof called for redemption.
The Notes will not be entitled to any sinking fund.
DEFEASANCE
The Notes are subject to defeasance under the conditions described in the
accompanying Prospectus and the Indenture.
BOOK-ENTRY SYSTEM
Upon issuance, the Notes will be represented by one or more global securities
(the "Global Securities") which will be deposited with, or on behalf of, the
Depositary located in the Borough of Manhattan, The City of New York, and will
be registered in the name of the Depositary or a nominee of the Depositary.
Upon the issuance of the Global Securities, the Depositary or its nominee will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the Notes represented by the Global Securities to the
accounts designated by the Underwriters. Ownership of beneficial interests in
the Global Securities will be limited to participants and to persons that may
hold interests through institutions that have accounts with the Depositary par-
ticipants. Ownership interests in the Global Securities will be shown on, and
the transfer of that ownership interest will be effected only through, records
maintained by the Depositary or its nominee (with respect to a participant's
interest) for such Global Securities and records maintained by participants
(with respect to interests of persons other than participants).
Payment of principal of and any premium and interest on the Notes represented
by the Global Securities will be made to the Depositary or its nominee, as the
case may be, as the sole registered owner and the sole Holder of the Notes rep-
resented thereby for all purposes under the Indenture. Neither the Company nor
the Trustee, nor any agent of the Company or the Trustee, will have any respon-
sibility or liability for any aspect of the Depositary's records relating to or
payments made on account of beneficial ownership interests in the Global Secu-
rities representing any Notes or for maintaining, supervising or reviewing any
of the Depositary's records relating to such beneficial ownership interests.
The Company has been advised by the Depositary that upon receipt of any payment
of principal of or any premium or interest on the Global Securities, the Depos-
itary will immediately credit, on its book-entry registration and transfer sys-
tem, the accounts of participants with payments in amounts proportionate to
their respective beneficial interests in the principal amount of such Global
Securities as shown on the records of the Depositary. Payments by participants
to owners of beneficial interests in the Global Securities held through such
participants will be governed by standing instructions and customary practices,
as is now the case with securities held for customer accounts registered in
"street name," and will be the sole responsibility of such participants.
The Global Securities may not be transferred except as a whole by the Deposi-
tary to a nominee of the Depositary. The Global Securities representing the
Notes are exchangeable only if (i) the Depositary or its nominee notifies the
Company that it is unwilling or unable to continue as Depositary for such
Global Securities, (ii) the Depositary ceases to be qualified as required by
the Indenture, (iii) the Company instructs the Trustee in accordance with the
Indenture that such Book-Entry Notes shall be so registrable and exchangeable
or (iv) there shall have occurred and be continuing an Event of Default or an
event which after notice or lapse of time would be an Event of Default with
respect to the Notes. Any Global Securities that are exchangeable pursuant to
the preceding sentence shall be exchangeable for certificated Notes issuable in
denominations of $1,000 and integral multiples of $1,000 in excess thereof and
registered in such names as the Depositary holding such Global Securities shall
direct. Subject to the foregoing, the Global Securities are not exchangeable,
except for Global Securities of like denomination to be registered in the name
of the Depositary or its nominee. If the Notes were subsequently issued in reg-
istered form, they would thereafter be transferred or exchanged without any
service charge at the corporate trust office of the Trustee, which, at the date
of this Prospectus Supplement, is Corporate Trust and Agency Group, Bankers
Trust Company, 4 Albany Street, New York, New York 10006, or at any other
office or agency maintained by the Company for such purpose.
So long as the Depositary for the Global Securities, or its nominee, is the
registered holder and owner of such Global Securities, such Depositary or such
nominee, as the case may be, will be considered the sole owner or Holder of the
Notes represented by such Global Securities for the purposes of receiving pay-
ment on the Notes, receiving notices and for all other purposes under the
Indenture and the Notes. Except as provided above, owners of beneficial inter-
ests in the Global
S-5
<PAGE>
Securities will not be entitled to receive physical delivery of Notes in defin-
itive form and will not be considered the Holders thereof for any purpose under
the Indenture. Accordingly, each person owning a beneficial interest in the
Global Securities must rely on the procedures of the Depositary and, if such
person is not a participant, on the procedures of the participant through which
such person owns its interest, to exercise any rights of a Holder under the
Indenture. The Indenture provides that the Depositary may grant proxies and
otherwise authorize participants to give or take any request, demand, authori-
zation, direction, notice, consent, waiver or other action which a Holder is
entitled to give or take under the Indenture. The Company understands that
under existing industry practices, in the event that the Company requests any
action of Holders or that an owner of a beneficial interest in such Global
Securities desires to give or take any action which a Holder is entitled to
give or take under the Indenture, the Depositary would authorize the partici-
pants holding the relevant beneficial interests to give or take such action,
and such participants would authorize beneficial owners owning through such
participants to give or take such action or would otherwise act upon the
instructions of beneficial owners through them.
The Depositary has advised the Company and the Underwriters as follows: The
Depositary is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. The Depositary holds securities that its par-
ticipants deposit with the Depositary. The Depositary also facilitates the set-
tlement among participants of securities transactions, such as transfers and
pledges in deposited securities through electronic computerized book-entry
changes in participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct participants include securities
brokers and dealers (including the Underwriters), banks, trust companies,
clearing corporations, and certain other organizations ("Direct Participants").
The Depositary is owned by a number of its Direct Participants and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. Access to the Depositary's system is
also available to others, such as securities brokers and dealers, banks and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly. The rules applicable to the
Depositary and its participants are on file with the Securities and Exchange
Commission.
S-6
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
the Company has agreed to sell to each of the Underwriters named below, and
each of such Underwriters for whom J.P. Morgan Securities Inc., Goldman, Sachs
& Co. and Salomon Brothers Inc are acting as representatives, has severally
agreed to purchase from the Company, the principal amount of the Notes set
forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
UNDERWRITERS OF NOTES
- ------------ ------------
<S> <C>
J.P. Morgan Securities Inc. ...................................... $ 96,666,668
Goldman, Sachs & Co. ............................................. 96,666,666
Salomon Brothers Inc.............................................. 96,666,666
BancAmerica Securities, Inc. ..................................... 5,000,000
First Chicago Capital Markets, Inc. .............................. 5,000,000
<CAPTION>
------------
<S> <C>
Total........................................................... $300,000,000
<CAPTION>
============
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the Underwriters
are committed to take and pay for all of the Notes, if any are taken.
The Underwriters propose to offer the Notes in part directly to the public at
the initial public offering price set forth on the cover page of this Pro-
spectus Supplement and in part to certain securities dealers at such price less
a concession of .350% of the principal amount of the Notes. The Underwriters
may allow, and such dealers may reallow, a concession not to exceed .250% of
the principal amount of the Notes to certain brokers and dealers. After the
Notes are released for sale to the public, the offering price and other selling
terms may from time to time be varied by the Underwriters.
The Notes are a new issue of securities with no established trading market. The
Company has been advised by the Underwriters that the Underwriters intend to
make a market in the Notes but are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Notes.
The Company has agreed to indemnify the Underwriters against certain liabili-
ties, including liabilities under the Securities Act of 1933, as amended.
In the ordinary course of business, affiliates of the Underwriters have engaged
in and may in the future engage in commercial banking and/or investment banking
transactions with the Company.
In connection with the offering of the Notes, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Notes. Specifically, the Underwriters may overallot in connection with the
offerings of the Notes, creating a syndicate short position. In addition, the
Underwriters may bid for, and purchase, Notes in the open market to cover syn-
dicate shorts or to stabilize the price of the Notes. Finally, the underwriting
syndicate may reclaim selling concessions allowed for distributing the Notes in
the offering of the Notes, if the syndicate repurchases previously distributed
Notes in syndicate covering transactions, stabilization transactions or other-
wise. Any of these activities may stabilize or maintain the market price of the
Notes above independent market levels. The Underwriters are not required to
engage in any of these activities, and may end any of them at any time.
S-7
<PAGE>
LEGAL OPINIONS
The validity of the Notes will be passed upon for the Company by Martin J.
Levitas, Vice President-Law of the Company, and for the Underwriters, by White
& Case. Mr. Levitas owns beneficially approximately 6,365 shares of the
Company's stock. He holds options to purchase 77,200 additional shares of the
Company's stock that were granted to him pursuant to the Company's long-term
incentive plans.
EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Annual Report on Form 10-K of Campbell Soup Company for the fiscal year ended
August 3, 1997 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
S-8
<PAGE>
PROSPECTUS
- ----------
LOGO CAMPBELL SOUP COMPANY
Debt Securities
--------------
Campbell Soup Company (the "Company") may offer, from time to time, debt secu-
rities consisting of debentures, notes and/or other unsecured evidence of
indebtedness (the "Debt Securities") at an aggregate initial offering price
not to exceed $1,000,000,000, or, if the principal of the Debt Securities is
payable in a foreign or composite currency, the equivalent thereof at the time
of the offering, on terms to be determined by the Company at the time of sale.
When a particular series of Debt Securities is offered (the "Offered Debt
Securities"), a supplement to this Prospectus (the "Prospectus Supplement")
will be delivered with this Prospectus setting forth the terms of such Offered
Debt Securities, including, if applicable, the specific designation, aggregate
principal amount, denominations, currency, purchase price, maturity, rate
(which may be fixed or variable) and time of payment of interest, redemption
terms and any listing on a securities exchange of the Offered Debt Securities.
The Debt Securities of a series may be issued in registered or bearer form or
both. In addition, all or a portion of the Debt Securities of a series may be
issued in temporary or permanent global form and may be issued as book-entry
securities ("Book-Entry Securities"). Debt Securities in bearer form will be
offered only to non-United States persons and to offices located outside the
United States of certain United States financial institutions. The Prospectus
Supplement will specify whether the Offered Debt Securities will be issued in
registered, bearer, global and/or Book-Entry form.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
--------------
The Offered Debt Securities may be sold directly, through agents designated
from time to time or through underwriters or dealers, which may be a group of
underwriters represented by one or more firms, or through a combination of
such methods. See "Plan of Distribution." If any agents of the Company or any
underwriters or dealers are involved in the sale of the Offered Debt Securi-
ties, the names of such agents, underwriters or dealers and any applicable
commissions or discounts will be set forth in the Prospectus Supplement. The
net proceeds to the Company from such sale will be set forth in the Prospectus
Supplement.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 6, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected without charge at the public reference
facilities maintained by the Commission at Room 2120, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: New York Regional Office, 7 World Trade Center, New
York. New York 10048; Chicago Regional Office, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of such materials can be obtained
from the Public Reference Branch of the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The
Commission also maintains a site on the World Wide Web that contains reports,
proxy and information statements and other information at http://www.sec.gov.
Such material can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, on which the Company's
common stock is listed.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments and exhibits, referred to as the "Registration
Statement") filed by the Company with the Commission under the Securities Act
of 1933, as amended (the "1933 Act"). This Prospectus omits certain of the
information contained in the Registration Statement, and reference is hereby
made to the Registration Statement for further information with respect to the
Company and the Debt Securities offered hereby. Any statements contained
herein concerning the provisions of any documents are not necessarily com-
plete, and, in each instance, reference is made to such document filed as a
part of the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are incorpo-
rated in and made a part of this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended July
30, 1995, which incorporates by reference certain portions of the
Company's 1995 Annual Report to Shareowners.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
October 29, 1995, January 28, 1996 and April 28, 1996, respectively.
3. The Company's Current Report on Form 8-K dated September 3, 1996.
4. The Company's Current Report on Form 8-K dated September 5, 1996.
All documents filed by the Company with the Commission pursuant to Section 13
(a), 13 (c), 14 or 15 (d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Debt Securities
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Pro-
spectus to the extent that a statement contained (i) in any subsequently filed
document deemed to be incorporated herein or (ii) in the accompanying Pro-
spectus Supplement modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed to constitute a part of the Reg-
istration Statement or this Prospectus, except as so modified or superseded.
The Company will provide without charge to each person to whom a copy of this
Prospectus is delivered, on the request of any such person, a copy of any or
all of the documents incorporated herein by reference (other than exhibits to
such documents, unless such exhibits are specifically incorporated by refer-
ence into the documents incorporated into this Prospectus). Requests for such
copies should be directed to the Corporate Secretary, Campbell Soup Company,
Campbell Place, Camden, New Jersey 08103-1799 (telephone: (609) 342-6122).
2
<PAGE>
THE COMPANY
The Company is a leading global manufacturer and marketer of high quality,
branded convenience food products. The Company is a New Jersey corporation
organized on November 23, 1922; however, through predecessor organizations, its
beginnings in the food business can be traced back to 1869. The principal exec-
utive offices of the Company are at Campbell Place, Camden, New Jersey 08103-
1799.
The Company markets its products in the United States under the brand names:
Campbell's, Pepperidge Farm, Godiva, Vlasic, Swanson, Pace, V8, Franco-Ameri-
can, Prego, SpaghettiOs, Marie's, Open Pit, Healthy Request, Home Cookin', Cre-
ative Chef, Goldfish, Hungry-Man, Mac & More, Lunch and More, Great Starts, and
others. Significant trademarks used extensively outside the United States
include: Delacre, Arnott's, Swift, Habitant, Lacroix, Fray Bentos, Homepride,
Kohi, Target, Plate, Ace, La Patrona, Rowats, SONA, Royal Mail, Tubble Gum,
Roll up, Beeck, Kattus, Probare, Devos-Lemmens, Imperial, Lutti, Leo, Kimball,
Cheong Chan and others.
The products sold by the Company under these brands include heat processed
foods such as soups, juices, gravies, pasta, meat and vegetables; frozen foods
such as dinners, breakfasts, entrees, garlic breads and rolls, sandwiches, meat
pies, pastries and cakes; pickles, peppers and relishes; fresh bread and rolls;
croutons and stuffing; cookies, crackers and snacks; dry soups; refrigerated
foods such as salads, antipasto, salad dressings, dips, sauces, desserts and
entrees; vinegar, vegetable oils, mayonnaise and mustard; dessert mixes;
sauces, including salsa, picante, pasta and barbecue; nuts; pates; chocolates
and other confectionary items; bubble gum; fish; poultry; and fresh mushrooms.
USE OF PROCEEDS
Except as may be set forth in a Prospectus Supplement, the Company intends to
use the net proceeds from the sales of the Debt Securities to repay short-term
debt, including short-term debt borrowed to fund purchases of common stock of
the Company under the Company's stock repurchase program, to reduce or retire
from time to time other indebtedness, and for other general corporate purposes
including use of funds for possible acquisitions.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's consolidated ratio of earnings to
fixed charges for the periods shown:
<TABLE>
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NINE
MONTHS
ENDED FISCAL YEAR ENDED
------- ----------------------------------------------------------------------------------
4/28/96 7/30/95 7/31/94 8/1/93 8/2/92 7/28/91
8.7 8.4 10.4 5.3 6.4 5.1
</TABLE>
The ratios of earnings to fixed charges were computed by dividing earnings by
fixed charges. For this purpose, earnings include earnings before equity in
earnings of affiliates and minority interests and taxes on earnings and fixed
charges. Fixed charges include interest and amortization of debt expenses and
the estimated interest component of rentals. In the fiscal year ended 1993, the
Company recorded a divestiture and restructuring charge of $353.0 million.
Excluding the effect of such charge, the ratio of earnings to fixed charges for
the fiscal year ended 1993 would have been 8.3.
3
<PAGE>
DESCRIPTION OF DEBT SECURITIES
Unless otherwise indicated in an accompanying Prospectus Supplement, the Debt
Securities will be issued under an Indenture (the "Indenture"), between the
Company and Bankers Trust Company, as Trustee, the form of which has been filed
as an exhibit to the registration statement of which this Prospectus forms a
part. The following summary of certain general provisions of the Indenture and
the Debt Securities does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the provisions of the Indenture,
including the definitions therein of certain terms. The particular terms of the
Offered Debt Securities and the extent, if any, to which such general provi-
sions may apply to the Offered Debt Securities will be described in the Pro-
spectus Supplement relating to such Offered Debt Securities. Capitalized terms
used and not otherwise defined in this section shall have the meanings assigned
to them in the Indenture.
GENERAL
The Indenture does not limit the amount of Debt Securities which may be issued
thereunder and provides that Debt Securities may be issued thereunder up to the
aggregate principal amount which may be authorized from time to time. The Debt
Securities may be issued from time to time in one or more series. The Debt
Securities will be unsecured and will rank on a parity with all other unsecured
and unsubordinated indebtedness of the Company.
Reference is made to the Prospectus Supplement relating to the particular
series of Offered Debt Securities offered thereby for the following terms of
the Offered Debt Securities: (i) the designation, aggregate principal amount
and authorized denominations of the Offered Debt Securities; (ii) the price
(expressed as a percentage of the aggregate principal amount thereof) at which
the Offered Debt Securities will be issued; (iii) the date or dates on which
the Offered Debt Securities will mature; (iv) the rate per annum, if any, at
which the Offered Debt Securities will bear interest; (v) the date from which
such interest, if any, on the Offered Debt Securities will accrue, the dates on
which such interest, if any, will be payable, the date on which payment of such
interest, if any, will commence and, with respect to Offered Debt Securities in
registered form, the regular record dates for such interest payment dates; (vi)
any optional or mandatory sinking fund provisions; (vii) the date, if any,
after which and the price or prices at which the Offered Debt Securities may,
pursuant to any optional or mandatory redemption provisions, be redeemed at the
option of the Company or the Holder and any other terms and provisions of such
optional or mandatory redemptions; (viii) the denominations in which any
Offered Debt Securities of the series which are Registered Securities will be
issuable if other than denominations of $1,000 and any integral multiple
thereof, and the denominations in which any Offered Debt Securities of the
series which are Bearer Securities will be issuable if other than denominations
of $5,000; (ix) if other than the principal amount thereof, the portion of the
principal amount of Offered Debt Securities of the series which will be payable
upon declaration of acceleration of maturity thereof or provable in bankruptcy;
(x) any Events of Default with respect to the Offered Debt Securities of the
series, if not set forth in the Indenture; (xi) the currency or currencies,
including composite currencies, in which payment of the principal of (and pre-
mium, if any) and interest, if any, on the Offered Debt Securities of the
series will be payable (if other than the currency of the United States of
America), which unless otherwise specified will be the currency of the United
States of America as at the time of payment which is the legal tender for pay-
ment of public or private debts; (xii) if the principal of (and premium, if
any), or interest, if any, on the Offered Debt Securities of the series is to
be payable, at the election of the Company or any Holder thereof, in a coin or
currency other than that in which the Offered Debt Securities of the series are
stated to be payable, the period or periods within which, and the terms and
conditions upon which, such election may be made; (xiii) if such Offered Debt
Securities are to be denominated in a currency or currencies, including com-
posite currencies, other than the currency of the United States of America, the
equivalent price in the currency of the United States of America; (xiv) if the
amount of payments of principal of (and premium if any), or portions thereof,
or interest, if any, on the Offered Debt Securities of the series may be deter-
mined with reference to an index, formula or other method, the manner in which
such amounts will be determined; (xv) whether the Offered Debt Securities will
be issuable in registered or bearer form or both, any restrictions applicable
to the offer, sale or delivery of any Offered Debt Securities issuable in
bearer form and whether, and, if so, the terms upon which, any Offered Debt
Securities in bearer form will be exchangeable for Offered Debt Securities in
registered form; (xvi) whether such Debt Securities are to be issued in whole
or in part in the form of one or more Global Securities and, if so, the method
of transferring beneficial interest in such Global Security or Global Securi-
ties; (xvii) whether the Debt Securities of any series shall be issued upon
original issuance in whole or in part in the form of one or more Book-Entry
Securities; (xviii) the application, if any, of certain provisions of the
Indenture relating to defeasance and discharge, and certain conditions thereto;
(xix) with respect to the Offered Debt Securities of the series, any deletions
from, modifications of or additions to the Events of Default or any covenants,
whether or not such Events of Default or covenants are consistent with the
Events of Default or covenants set forth in the Indenture; and (xx) any U.S.
Federal income tax consequences applicable to the Offered Debt Securities.
4
<PAGE>
Debt Securities of a series may be issued in registered form ("Registered Secu-
rities") or bearer form ("Bearer Securities") or both as specified in the terms
of the series, may be issued in whole or in part in the form of one or more
global securities ("Global Securities") and may be issued as Book-Entry Securi-
ties that will be deposited with, or on behalf of, The Depository Trust Com-
pany, or another depository (the "Depository") named by the Company and identi-
fied in a Prospectus Supplement with respect to such series. The Prospectus
Supplement will specify whether the Offered Debt Securities will be registered,
bearer, global and/or Book-Entry form.
So long as the Depository for a Global Security or its nominee is the regis-
tered owner of such Global Security, such Depository or such nominee, as the
case may be, will be considered the sole owner or holder of the Debt Securities
represented by such Global Security for all purposes. Except in certain circum-
stances, owners of beneficial interests in a Global Security will not be enti-
tled to have any of the individual Debt Securities represented by such Global
Security registered in their names, will not receive or be entitled to receive
physical delivery of any such Debt Securities in definitive form and will not
be considered the owners or holders thereof.
Unless the Prospectus Supplement relating thereto specifies otherwise, Debt
Securities denominated in U.S. dollars will be issued only in denominations of
$1,000 or any integral multiple thereof, and Bearer Securities denominated in
U.S. dollars will be issued only in denominations of $5,000. The Prospectus
Supplement relating to a series of Debt Securities denominated in a foreign or
composite currency will specify the denomination thereof.
At the option of the Holder and subject to the terms of the Indenture, Bearer
Securities (with all unmatured coupons, except as provided below, and all
matured coupons in default) of any series will be exchangeable into an equal
aggregate principal amount of Registered Securities or, in the case of global
Bearer Securities, Registered Securities or Bearer Securities of the same
series (with the same interest rate and maturity date). Bearer Securities sur-
rendered in exchange for Registered Securities between a Regular Record Date or
a Special Record Date and the relevant date for payment of interest shall be
surrendered without the coupon relating to such date for payment of interest
and interest accrued as of such date will not be payable in respect of the Reg-
istered Security issued in exchange for such Bearer Security, but will be pay-
able only to the Holder of such coupon when due in accordance with the terms of
the applicable Indenture. Registered Securities of any series will be exchange-
able into an equal aggregate principal amount of Registered Securities of the
same series (with the same interest rate and maturity date) of different autho-
rized denominations. Registered Securities may not be exchanged for Bearer
Securities.
A Book-Entry Security may not be registered for transfer or exchange (other
than as a whole by the Depository to a nominee or by such nominee to such
Depository) unless (i) the Depository or such nominee notifies the Company that
it is unwilling or unable to continue as Depository, (ii) the Depository ceases
to be qualified as required by the Indenture, (iii) the Company instructs the
Trustee in accordance with the Indenture that such Book-Entry Securities shall
be so registrable and exchangeable, (iv) there shall have occurred and be con-
tinuing an Event of Default or an event which after notice or lapse of time
would be an Event of Default with respect to the Debt Securities evidenced by
such Book-Entry Securities or (v) there shall exist such other circumstances,
if any, as may be specified in the applicable Prospectus Supplement. No service
charge will be made for any transfer or exchange of the Debt Securities, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Unless otherwise indicated in the Prospectus Supplement relating thereto, prin-
cipal (and premium, if any) will be payable and Registered Securities will be
transferable at the corporate trust office of the Trustee or such other paying
agent as the Company may appoint from time to time, as specified in the appli-
cable Prospectus Supplement. Unless other arrangements are made, interest, if
any, will be paid by checks mailed to the Holders of Registered Securities at
their registered addresses. Payment with respect to Debt Securities represented
by a Global Security registered in the name of a Depository or its nominee will
be made to the Depository or its nominee, as the case may be, as the registered
owner of the Global Security. To the extent set forth in the Prospectus Supple-
ment relating thereto, any Bearer Securities and the coupons appertaining
thereto will be payable against surrender thereof, subject to any applicable
laws and regulations, at the offices of such paying agencies outside the United
States as the Company may appoint from time to time.
One or more series of the Debt Securities may be issued as discounted Debt
Securities (bearing no interest or interest at a rate which at the time of
issuance is below market rates) to be sold at a substantial discount below
their stated principal amount. U.S. Federal income tax consequences and other
special considerations applicable to any such discounted Debt Securities will
be described in the Prospectus Supplement relating thereto.
5
<PAGE>
Under the Indenture, the Company will have the ability to issue Debt Securities
with terms different from those of Debt Securities previously issued.
CERTAIN COVENANTS
Restriction on Secured Debt
If the Company or any Restricted Subsidiary shall incur or guarantee any evi-
dence of indebtedness for money borrowed ("Debt") secured by a mortgage, pledge
or lien ("Mortgage") on any Principal Property of the Company or any Restricted
Subsidiary, or on any share of stock or Debt of any Restricted Subsidiary, the
Company will secure or cause such Restricted Subsidiary to secure all series of
the Offered Debt Securities equally and ratably with (or, at the Company's
option, prior to) such secured Debt, unless the aggregate amount of all such
secured Debt, together with all Attributable Debt with respect to sale and
leaseback transactions involving Principal Properties (with the exception of
such transactions which are excluded as described in "Restrictions on Sales and
Leasebacks" below), would not exceed 10% of Consolidated Net Assets.
The above restriction will not apply to, and there will be excluded from
secured Debt in any computation under such restrictions, Debt secured by (a)
Mortgages on property of, or on any shares of stock or Debt of, any corporation
existing at the time such corporation becomes a Restricted Subsidiary, (b)
Mortgages in favor of the Company or a Restricted Subsidiary, (c) Mortgages in
favor of governmental bodies to secure progress, advance or other payments, (d)
Mortgages on property, shares of stock or Debt existing at the time of acquisi-
tion thereof (including acquisition through merger or consolidation) and pur-
chase money and construction Mortgages which are entered into within specified
time limits, (e) Mortgages securing industrial revenue or pollution control
bonds, (f) mechanics and similar liens arising in the ordinary course of busi-
ness in respect of obligations not due or being contested in good faith, (g)
Mortgages arising from deposits with or the giving of any form of security to
any governmental authority required as a condition in the transaction of busi-
ness or exercise of any privilege, franchise or license, (h) Mortgages for
taxes, assessments or governmental charges or levies which are not then due or,
if delinquent, are being contested in good faith, (i) Mortgages (including
judgment liens) arising from legal proceedings being contested in good faith
and (j) any extension, renewal or refunding of any Mortgage referred to in the
foregoing clauses (a) through (i) inclusive.
Restriction on Sales and Leasebacks
Neither the Company nor any Restricted Subsidiary may enter into any sale and
leaseback transaction involving any Principal Property, unless the aggregate
amount of all Attributable Debt with respect to such transactions plus all Debt
secured by Mortgages on Principal Properties (with the exception of secured
Debt which is excluded as described in "Restrictions on Secured Debt" above)
would not exceed 10% of Consolidated Net Assets.
This restriction will not apply to, and there shall be excluded from Attribut-
able Debt in any computation under such restriction, any sale and leaseback
transaction if (a) the lease is for a period, including renewal rights, of not
in excess of five years, (b) the sale or transfer of the Principal Property is
made within a specified period after its acquisition or construction, (c) the
lease secures or relates to industrial revenue or pollution control bonds, (d)
the transaction is between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries, or (e) the Company or such Restricted Subsidiary,
within 180 days after the sale is completed, applies to the retirement of
Funded Debt of the Company or a Restricted Subsidiary, or to the purchase of
other property which will constitute Principal Property of a value at least
equal to the value of the Principal Property leased, an amount not less than
the greater of (i) the net proceeds of the sale of the Principal Property
leased or (ii) the fair market value of the Principal Property leased. In lieu
of applying proceeds to the retirement of Funded Debt, debentures or notes (in-
cluding the Debt Securities) of the Company or a Restricted Subsidiary may be
surrendered to the applicable trustee for cancellation at a value equal to the
then applicable optional redemption price thereof or the Company or a
Restricted Subsidiary may credit the principal amount of Funded Debt volun-
tarily retired within 180 days after such sale.
Unless otherwise indicated in a Prospectus Supplement, the covenants contained
in the Indenture and the Debt Securities would not necessarily afford Holders
of the Debt Securities protection in the event of a highly leveraged or other
transaction involving the Company that may adversely affect Holders.
6
<PAGE>
Certain Definitions
"Attributable Debt" means, as to any particular lease under which any Person is
at the time liable and at any date as of which the amount thereof is to be
determined, the total net amount of rent required to be paid by such Person
under such lease during the remaining primary term thereof, discounted from the
respective due dates thereof to such date at the actual percentage rate
inherent in such arrangements as determined in good faith by the Company. The
net amount of rent required to be paid under any such lease for any such period
shall be the aggregate amount of the amount payable by the lessee with respect
to such period after excluding amounts required to be paid on account of main-
tenance and repairs, insurance, taxes, assessments, water rates and similar
charges. In the case of any lease which is terminable by the lessee upon the
payment of a penalty, such net amount shall also include the amount of such
penalty, but no rent shall be considered as required to be paid under such
lease subsequent to the first date upon which it may be terminated.
"Consolidated Net Assets" means total assets after deducting therefrom all cur-
rent liabilities as set forth on the most recent balance sheet of the Company
and its consolidated subsidiaries and computed in accordance with generally
accepted accounting principles.
"Funded Debt" means (i) all indebtedness for money borrowed having a maturity
of more than 12 months from the date as of which the determination is made or
having a maturity of 12 months or less but by its terms being renewable or
extendable beyond 12 months from such date at the option of the borrower and
(ii) rental obligations payable more than 12 months from such date under leases
which are capitalized in accordance with generally accepted accounting princi-
ples (such rental obligations to be included as Funded Debt at the amount so
capitalized).
"Person" means any individual, corporation, partnership, joint venture, associ-
ation, joint-stock company, trust, unincorporated organization or government or
any agency or political subdivision thereof.
"Principal Property" means any manufacturing or processing plant or warehouse
owned at the date hereof or hereafter acquired by the Company or any Restricted
Subsidiary of the Company which is located within the United States of America
and the gross book value (including related land and improvements thereon and
all machinery and equipment included therein without deduction of any deprecia-
tion reserves) of which on the date as of which the determination is being made
exceeds 2% of Consolidated Net Assets other than (i) any property which in the
opinion of the Board of Directors is not of material importance to the total
business conducted by the Company as an entirety or (ii) any portion of a par-
ticular property which is similarly found not to be of material importance to
the use or operation of such property.
"Restricted Subsidiary" means a Subsidiary of the Company (i) substantially all
the property of which is located, or substantially all the business of which is
carried on, within the United States of America and (ii) which owns a Principal
Property, but does not include a Subsidiary of the Company engaged primarily in
the development and sale or financing of real property.
MERGER AND CONSOLIDATION
The Company covenants that it will not merge or sell, convey, transfer or lease
all or substantially all of its assets unless the successor Person is the Com-
pany or another Person that assumes the Company's obligations on the Debt Secu-
rities and under the Indenture and, after giving effect to such transaction,
the Company or the successor Person would not be in default under the Inden-
ture.
EVENTS OF DEFAULT
The Indenture defines "Events of Default" with respect to the Debt Securities
of any series as being one of the following events: (i) default in the payment
of any installment of interest on that series for 30 days after becoming due;
(ii) default in the payment of principal (or premium, if any) on that series
when due; (iii) default in the performance of any other covenant with respect
to the Debt Securities of that series or in the Indenture (other than a cove-
nant included in the Indenture solely for the benefit of any series of Debt
Securities other than that series) continued for 90 days after notice; (iv)
certain events of bankruptcy, insolvency or reorganization; and (v) any other
Event of Default provided with respect to Debt Securities of that series. The
Indenture contains no Events of Default or other provisions which specifically
afford holders of the Debt Securities protection in the event of a highly
leveraged transaction.
If an Event of Default shall occur and be continuing with respect to the Debt
Securities of any series, either the Trustee or the Holders of at least 25% in
principal amount of the Debt Securities of that series then outstanding may
declare the
7
<PAGE>
principal (or such portion thereof as may be specified in the Prospectus Sup-
plement relating to such series) of the Debt Securities of such series and the
accrued interest thereon, if any, to be due and payable. The Indenture provides
that the Trustee shall, within 90 days after the occurrence of a default known
to a Responsible Officer of the Trustee, give the Holders of Debt Securities
notice of all uncured defaults known to it (the term "default" to mean the
events specified above without grace periods); provided that, except in the
case of default in the payment of principal of or interest on any Debt Secu-
rity, the Trustee shall be protected in withholding such notice if it in good
faith determines the withholding of such notice is in the interest of the
Holders of Debt Securities. At any time after such declaration of acceleration
has been made, but before a judgment or decree for payment of the money due has
been obtained by the Trustee, the Holders of a majority in principal amount of
the Debt Securities of that series then outstanding, by written notice to the
Company and the Trustee, may, in certain circumstances, rescind and annul such
declaration.
The Company will be required to furnish to the Trustee annually a statement by
certain officers of the Company to the effect that to the best of their knowl-
edge the Company is not in default in the fulfillment of any of its obligations
under the Indenture or, if there has been a default in the fulfillment of any
such obligation, specifying each such default.
The Holders of a majority in principal amount of the outstanding Debt Securi-
ties of any series will have the right, subject to certain limitations, to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Debt Securities of such series, and to waive cer-
tain defaults with respect thereto. The Indenture will provide that in case an
Event of Default shall occur and be continuing, the Trustee shall exercise such
of its rights and powers under the Indenture, and use the same degree of care
and skill in its exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs. Subject to such provisions,
the Trustee will be under no obligation to exercise any of its rights or powers
under the Indenture at the request of any of the holders of Debt Securities
unless they first shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
by it in compliance with such request.
MODIFICATION OF THE INDENTURE AND WAIVER
The Indenture provides that the Company and the Trustee may enter into supple-
mental indentures without the consent of the Holders to: (a) evidence the
assumption by a successor corporation of the obligations of the Company, (b)
add covenants for the protection of the Holders of Debt Securities, (c) add any
additional Events of Default, (d) cure any ambiguity or correct any inconsis-
tency in such Indenture, (e) establish the form or terms of Debt Securities of
any series, (f) secure the Securities and related coupons, if any, and (g) evi-
dence the acceptance of appointment by a successor trustee.
With certain exceptions, the Indenture may be modified or amended with the con-
sent of the Holders of not less than a majority in principal amount of the out-
standing Debt Securities of each series affected by the modification; provided,
however, that no such modification or amendment may be made, without the con-
sent of the holder of each Debt Security affected, which would, among other
things, (i) reduce the principal amount of or the interest on any Debt Secu-
rity, change the stated maturity of the principal of, or any installment of
interest on, any Debt Security or the other terms of payment thereof, (ii)
reduce the above-stated percentage of Debt Securities, the consent of the
Holders of which is required to modify or amend the Indenture, or the per-
centage of Debt Securities of any series, the consent of the Holders of which
is required to waive certain past defaults or (iii) change any obligation of
the Company to maintain an office or agency in the places and for the purposes
specified in Section 10.2 of the Indenture.
The Holders of at least a majority in principal amount of the Debt Securities
of each series outstanding may, on behalf of the Holders of all the Debt Secu-
rities of that series, waive, insofar as that series is concerned, compliance
by the Company with certain restrictive provisions of the Indenture, unless a
greater percentage of such principal amount is specified in the applicable Pro-
spectus Supplement. The Holders of not less than a majority in principal amount
of the Debt Securities of each series outstanding may, on behalf of all Holders
of Debt Securities of that series, waive any past default under the Indenture,
except a default (a) in the payment of principal of (and premium, if any) or
any interest on any Debt Security of such series, and (b) in respect of a cove-
nant or provision of the Indenture which cannot be modified or amended without
the consent of the Holder of each Debt Security of such series outstanding
affected.
8
<PAGE>
DEFEASANCE AND DISCHARGE
The Indenture provides that the Company may specify that, with respect to the
Debt Securities of a certain series, it will be discharged from any and all
obligations in respect of such Debt Securities (except for certain obligations
to register the transfer or exchange of Debt Securities, to replace stolen,
lost or mutilated Debt Securities, to maintain paying agencies and hold monies
for payment in trust and, if so specified with respect to the Debt Securities
of a certain series, to pay the principal of (and premium, if any) and inter-
est, if any, on such specified Debt Securities) upon the deposit with the
Trustee, in trust, of money and/or U.S. Government Obligations which through
the payment of interest and principal thereof in accordance with their terms
will provide money in an amount sufficient to pay any installment of principal
(and premium, if any) and interest, if any, on and any mandatory sinking fund
payments in respect of such Debt Securities on the stated maturity of such pay-
ments in accordance with the terms of the Indenture and such Debt Securities.
If so specified with respect to the Debt Securities of a series, such a trust
may only be established if establishment of the trust would not cause the Debt
Securities of any such series listed on any nationally recognized securities
exchange to be de-listed as a result thereof. Also, if so specified with
respect to a series of Debt Securities, such establishment of such a trust may
be conditioned on the delivery by the Company to the Trustee of an Opinion of
Counsel (who may be counsel to the Company) to the effect that, based upon
applicable U.S. Federal income tax law or a ruling published by the United
States Internal Revenue Service, such a defeasance and discharge will not be
deemed, or result in, a taxable event with respect to Holders of such Debt
Securities. The designation of such provisions, U.S.Federal income tax conse-
quences and other considerations applicable thereto will be described in the
Prospectus Supplement relating thereto.
CONCERNING THE TRUSTEE
Bankers Trust Company is the Trustee under the Indenture and has been appointed
by the Company as initial Security Registrar with regard to the Debt Securi-
ties.
The Trustee acts as fiscal agent for the Company for several debt offerings
inside the United States and performs other services for the Company in the
normal course of its business.
9
<PAGE>
PLAN OF DISTRIBUTION
GENERAL
The Company may sell Offered Debt Securities (i) to or through underwriters or
dealers; (ii) through agents; (iii) directly to purchasers; or (iv) through a
combination of any such methods of sale. Any such underwriter, dealer or agent
may be deemed to be an underwriter within the meaning of the 1933 Act. The Pro-
spectus Supplement relating to the Offered Debt Securities will set forth their
offering terms, including the name or names of any underwriters, the purchase
price of the Offered Debt Securities and the proceeds to the Company from such
sale, any underwriting discounts, commissions and other items constituting
underwriters' compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers and any securities
exchanges on which the Offered Debt Securities may be listed.
If underwriters are used in the sale, the Offered Debt Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices. The Offered Debt Secu-
rities may be offered to the public either through underwriting syndicates rep-
resented by one or more managing underwriters or directly by one or more of
such firms. Unless otherwise set forth in the Prospectus Supplement, the obli-
gations of the underwriters to purchase the Offered Debt Securities will be
subject to certain conditions precedent and the underwriters will be obligated
to purchase all the Offered Debt Securities if any are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of Offered Debt Securi-
ties may be entitled to indemnification or contribution by the Company against
certain liabilities, including liabilities under the 1933 Act.
The specific terms and manner of sale of Offered Debt Securities will be set
forth or summarized in the Prospectus Supplement.
If so indicated in the Prospectus Supplement, the Company will authorize under-
writers or other persons acting as the Company's agents to solicit offers by
certain institutions to purchase Offered Debt Securities from the Company pur-
suant to contracts providing for payment and delivery on a future date. Insti-
tutions with which such contracts may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, educational
and charitable institutions and others, but in all cases will be subject to
acceptance by the Company. The obligations of any purchaser under any such con-
tracts will be subject to the condition that the purchase of Offered Debt Secu-
rities shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject. The underwriters and such
other persons will not have any responsibility in respect of the validity or
performance of such contracts.
Each series of Offered Debt Securities will be a new issue with no established
trading market. Any underwriters to whom Offered Debt Securities are sold by
the Company for public offering and sale may make a market in such Offered Debt
Securities, but such underwriters will not be obligated to do so and may dis-
continue any market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for any Offered Debt Securi-
ties.
LEGAL OPINIONS
The validity of the Offered Debt Securities will be passed upon for the Company
by John M. Coleman, Senior Vice President-Law and Public Affairs of the Com-
pany, and for the underwriters, dealers or agents, if any, by counsel to be
specified in the Prospectus Supplement. Mr. Coleman owns beneficially approxi-
mately 12,797 shares of the Company's common stock. He holds options to pur-
chase 69,850 additional shares of the Company's common stock that were granted
to Mr. Coleman pursuant to the Company's 1984 Long-Term Incentive Plan and he
holds options to purchase 59,025 additional shares of the Company's common
stock granted to him pursuant to the Company's 1994 Long-Term Incentive Plan.
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EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Annual Report on Form 10-K of Campbell Soup Company for the fiscal year ended
July 30, 1995 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting. The financial statements of Pace Foods,
Ltd. for the year ended December 31, 1994, appearing in the Campbell Soup Com-
pany Current Report on Form 8-K dated September 3, 1996, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such financial state-
ments referred to above are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in auditing and
accounting.
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