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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)(1)
Campbell Soup Company
(Name of issuer)
Capital Stock, par value $.0375
(Title of class of securities)
134 429 109
(CUSIP number)
Judith R. Thoyer, Esq. Leonard B. Boehner, Esq.
Paul, Weiss, Rifkind, Wharton & Garrision Morris & McVeigh LLP
1285 Avenue of the Americas 767 Third Avenue
New York, NY 10019 New York, NY 10017
(212)373-3000 (212)418-0540
(Name, address and telephone number of person
authorized to receive notices and communications)
July 14, 1997
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following
box / /.
Note. Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1 (a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 14 Pages)
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(1)The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.134 429 109 13D Page 2 of 14 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dorrance H. Hamilton ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b)/ /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEM 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 7. SOLE VOTING POWER
SHARES 114,209
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 61,664,260
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
28,903,029
10. SHARED DISPOSITIVE POWER
2,393,360
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
61,778,469
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.134 429 109 13D Page 3 of 14 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Samuel M.V. Hamilton ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b)/ /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEM 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 1,066,276
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,862,276
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,862,276
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.134 429 109 13D Page 4 of 14 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hope H. van Beuren ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b)/ /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEM 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 7. SOLE VOTING POWER
SHARES 36,788
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 687,568
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
13,476,788
10. SHARED DISPOSITIVE POWER
987,568
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
14,464,356
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.134 429 109 13D Page 5 of 14 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John A. van Beuren ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b)/ /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEM 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 61,557,236
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
13,440,000
10. SHARED DISPOSITIVE POWER
2,998,336
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
61,577,236
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.134 429 109 13D Page 6 of 14 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles H. Mott ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b)/ /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEM 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 7. SOLE VOTING POWER
SHARES 22,525
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 60,870,900
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
22,525
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
60,893,425
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This statement is the fifth amendment to the statement on
Schedule 13D filed by Dorrance H. Hamilton ("Mrs. Hamilton"), Samuel M. V.
Hamilton ("Mr. Hamilton"), Hope H. van Beuren ("Mrs. van Beuren"), John A. van
Beuren ("Mr. van Beuren") and Charles H. Mott ("Mr. Mott"). This statement is
the thirteenth amendment to the statement on Schedule 13D of Mrs. Hamilton and
the eighth amendment for Mrs. van Beuren. This statement relates to shares of
Capital Stock of Campbell Soup Company.
Mr. van Beuren, Mrs. Hamilton and Mr. Mott are Trustees (the
"Trustees") of the Major Stockholders' Voting Trust (the "Voting Trust") under a
Voting Trust Agreement dated as of June 2, 1990 ("Trust Agreement") which was
formed by certain descendants (and spouses, fiduciaries and a related
foundation) of the late Dr. John T. Dorrance, Sr.
This amendment is filed to report changes in beneficial
ownership as a result of charitable and intra-family gifts. See Item 5.
Mr. and Mrs. Hamilton, Mr. and Mrs. van Beuren, and Mr. Mott
are sometimes collectively referred to as the "Reporting Persons."
This Amendment is an electronic confirming copy submitted to
comply with Regulation S-T. Item 5 was amended by a paper filing made with the
Commission on July 18, 1997. This electronic confirming copy is a restatement of
the Schedule 13D, including the July 18, 1997 amendment, to comply with Rule
101(a)(ii) of Regulation S-T.
Page 7 of 14 Pages
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Item 1. Security and Issuer
The class of equity securities to which this statement relates
is Capital Stock ($.0375 par value) (the "Shares") of Campbell Soup Company, a
New Jersey corporation (the "Company"). The Company has its principal executive
offices at Campbell Place, Camden, New Jersey 08103.
Item 2. Identity and Background
The present address and occupation of each of the Reporting
Persons are listed below:
Name Address Occupation
- ---- ------- ----------
Mr. van Beuren P.O. Box 4098 Private Investor
Middletown, RI 02842
Mrs. van Beuren P.O. Box 4098 Private Investor
Middletown, RI 02842
Mr. Hamilton 218 Enterprises Private Investor
200 Eagle Road
Suite 116
Wayne, PA 19087
Mrs. Hamilton 218 Enterprises Private Investor
200 Eagle Road
Suite 116
Wayne, PA 19087
Mr. Mott 233 Broadway President
New York, NY 10279 John W. Bristol & Co., Inc.
Investment advisors
Each of the Reporting Persons is a United States citizen.
During the last five years, none of them have (i) been convicted of a criminal
proceeding (excluding traffic
Page 8 of 14 Pages
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violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activity subject to, federal or
state securities laws or finding any violation with respect to such laws.
The Reporting Persons are making this filing only because of
the possibility that they may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act").
The filing of this Schedule 13D does not constitute an admission by any of the
persons making this filing that such persons collectively are a "group" for
purposes of Section 13(d)(3) of the Act.
Information with respect to each of the Reporting Persons is
given solely by the respective filing person, and no Reporting Person has any
responsibility for the accuracy and completeness of information supplied by any
other Reporting Person.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
The Reporting Persons formed the Voting Trust as a vehicle for
acting together as to matters which may arise affecting the Company's business,
in order to attain their objective of maximizing the value of their Shares. The
Trustees will act for the Reporting Persons in communications with the Company's
Board of Directors. The Voting Trust may also facilitate communications by the
Board with the individual Reporting Persons.
Page 9 of 14 Pages
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One or more Reporting Persons may from time to time purchase,
sell or otherwise dispose of a portion or all of their Shares in the open market
or in private transactions which may include sales for the purpose of
diversification of their investment, or family or charitable gifts.
Item 5. Interest in Securities of the Issuer
The Trustees of the Voting Trust have sole voting power over a
total of 60,870,900 Shares held under the Trust Agreement, which represents
13.2% of the outstanding Shares of the Company's Capital Stock (the Voting
Trustees held 12.8% of the outstanding Shares at the time of the last Amendment
to Schedule 13D dated May 31, 1991). The Reporting Persons and related persons
also have an interest in 2,009,625 additional Shares held outside the Voting
Trust which, when added together with the Shares held in the Trust, represent
13.7% of the outstanding Shares. These Shareholdings include (i) 27,902,900
Shares (6.1% of the outstanding shares) with sole dispositive power and
2,393,360 shares with shared dispositive power held by the Dorrance H. Hamilton
Trust (Mrs. Hamilton is the sole Trustee of the Dorrance H. Hamilton Trust), and
2,393,360 Shares with shared dispositive power held by Mr. Hamilton (shared with
Mrs. Hamilton as to such 2,393,360 Shares); in addition Mr. Hamilton holds
2,468,916 Shares with shared dispositive power; and (ii) 13,476,788 Shares with
sole dispositive power and 987,568 Shares with shared dispositive power held by
Mrs. van Beuren, and 13,440,000 Shares with sole dispositive power and 987,568
Shares with shared dispositive power held by Mr. van Beuren (shared with Mrs.
van Beuren as to such 987,568 Shares); in addition Mr. van Beuren holds
Page 10 of 14 Pages
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2,010,768 Shares with shared dispositive power. Mr. Mott owns 22,522 Shares with
sole voting and dispositive power. Percentages set out above are based on
459,950,303 Shares outstanding on June 2, 1997, as shown by the Company's latest
Form 10-Q. Each Reporting Person disclaims beneficial ownership in Shares held
by his or her spouse, children, grandchildren, fiduciaries and foundations,
except as may arise under the Trust Agreement.
The decision of the Trustees as to the voting of Shares held
in the Voting Trust must be approved by at least two out of the three Trustees.
In the event of a disagreement among the Trustees designated by the family
groups participating in the Voting Trust, the shares of the minority may be
withdrawn. The Trustees may request the Company to pay dividends directly to the
beneficial owner of the Shares under the Trust Agreement who are named therein.
The Trustees do not have power to dispose of Shares held under the Voting Trust,
except a Trustee has power to dispose of Shares contributed by him or her. See
Sections 5 and 9 of the Trust Agreement filed as Exhibit A to Amendment No. 1 to
this Schedule 13D.
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect
to Securities of the Issuer
Mrs. Hamilton and Mrs. van Beuren have the right to appoint
Trustees of the Voting Trust; they have designated Mrs. Hamilton and Mr. van
Beuren as Family Trustees and Mr. Mott as the Non-family Trustee. See Sections 1
and 7 of the Trust Agreement filed as Exhibit A to Amendment No. 1 to this
Schedule 13D.
Page 11 of 14 Pages
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Item 7. Material to be filed as Exhibits
Exhibit A Major Stockholders' Voting Trust Agreement dated as
of June 2, 1990 (see Exhibit A to Amendment No. l to
Schedule l3D filed by the Reporting Persons on June
5, l990 which is incorporated herein by reference)
Exhibit B Power of attorney granted by Dorrance H. Hamilton to
John A. van Beuren and Charles H. Norris, Jr. dated
June 2, l990*
Exhibit C Power of attorney granted by Samuel M. V. Hamilton to
John A. van Beuren and Charles H. Norris, Jr. dated
June 2, l990*
Exhibit D Power of attorney granted by Hope H. van Beuren to
John A. van Beuren and Charles H. Norris, Jr. dated
June 2, l990*
Exhibit E Power of attorney granted by Diana S. Norris to John
A. van Beuren and Charles H. Norris, Jr. dated June
2, l990*
Exhibit F Power of attorney granted by Charles H. Norris, Jr.
to John A. van Beuren dated June 2, l990*
Exhibit G Joint Filing Agreement among the Reporting Persons
required by Rule l3(d)-l(f)(l)*
*Incorporated by reference to Amendment No.2 to Schedule 13D filed by the
Reporting Persons in September 1990.
Page 12 of 14 Pages
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Item 7. Material to be filed as Exhibits - Continued
Exhibit H Form of Amendment of Voting Trust Agreement
dated April 3, 1991**
Exhibit I Power of attorney granted by Charles H. Mott to
John A. van Beuren dated April 1, 1991**
Exhibit J Form of Agreement dated May 31, 1991 between
Dorrance H. Hamilton and Samuel M.V.
Hamilton, as Trustees of the Hamilton Charitable
Remainder Trust, and Morgan Stanley & Co.
Incorporated***
Exhibit K Form of Agreement dated May 31, 1991 between
Hope H. van Beuren and Morgan Stanley & Co.
Incorporated***
Exhibit L Amendment of Voting Trust Agreement dated
May 30, 1991***
**Incorporated by reference to Amendment No. 3 to Schedule 13D filed by the
Reporting Persons in April 1991.
***Incorporated by reference to Amendment No. 4 filed by the Reporting Persons
in June 1991.
Page 13 of 14 Pages
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
July 16, 1997
DORRANCE H. HAMILTON
SAMUEL M.V. HAMILTON
HOPE H. VAN BEUREN
JOHN A. VAN BEUREN
CHARLES H. MOTT
By: John A. van Beuren
---------------------------------
John A. van Beuren, individually
and as attorney-in-fact for the
above persons.(1)
2487lbb
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1 Powers of Attorney are incorporated by reference to Exhibits B, C and
D to Amendment No. 2 to Schedule 13D filed by the Reporting Persons in September
1990, and Exhibit I to Amendment No. 3 filed in April 1991.
Page 14 of 14 Pages
