<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)(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)
January 30, 1998
(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 9 Pages)
- --------
(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).
<PAGE> 2
CUSIP No.134 429 109 13D Page 2 of 9 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 49,070
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 60,870,900
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
29,551,970
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
60,919,970
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP No.134 429 109 13D Page 3 of 9 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 265,568
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
6,756,788
10. SHARED DISPOSITIVE POWER
14,005,568
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
20,762,356
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP No.134 429 109 13D Page 4 of 9 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 61,155,236
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
6,720,000
10. SHARED DISPOSITIVE POWER
16,016,336
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
61,155,236
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!
<PAGE> 5
CUSIP No.134 429 109 13D Page 5 of 9 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 22,522
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
60,893,422
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
This statement is the sixth 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 fourteenth amendment to the statement on Schedule 13D of Mrs. Hamilton and
the ninth amendment for Mrs. van Beuren. This statement relates to shares of
Capital Stock, par value $.0375 per share (the "Shares") of Campbell Soup
Company (the "Company"). Mr. Hamilton died in November 1997.
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 primarily to report a change in an
entity holding Shares.
Mrs. Hamilton, Mr. and Mrs. van Beuren, and Mr. Mott are
sometimes collectively referred to as the "Reporting Persons." 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.
Page 6 of 9 Pages
<PAGE> 7
Item 5. Interest in Securities of the Issuer
Item 5 is amended in its entirety as follows:
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
13.3% of the outstanding Shares of the Company's Capital Stock. The Reporting
Persons and related persons also have an interest in 729,846 additional Shares
held outside the Voting Trust which, when added together with the Shares held in
the Trust, represent 13.5% of the outstanding Shares. These Shareholdings
include (i) 29,551,970 Shares (6.5% of the outstanding shares) with sole
dispositive power held by the Dorrance H. Hamilton Trust (Mrs. Hamilton is the
sole Trustee of the Dorrance H. Hamilton Trust); and (ii) 6,756,788 Shares with
sole dispositive power held by Mrs. van Beuren and 6,720,000 Shares with sole
dispositive power held by Mr. van Beuren; Mr. and Mrs. van Beuren also hold
14,005,568 Shares with shared dispositive power; in addition Mr. van Beuren
holds 2,010,768 Shares with shared dispositive power. On January 30, 1998 Mr.
and Mrs. van Beuren each contributed 6,720,000 Shares to a family partnership in
which the general partner is a corporation of which they are officers, directors
and stockholders. Mr. Mott owns 22,522 Shares with sole voting and dispositive
power. Percentages set out above are based on 456,453,499 Shares outstanding on
December 3, 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.
Page 7 of 9 Pages
<PAGE> 8
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 7. Material to be filed as Exhibits
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 8 of 9 Pages
<PAGE> 9
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.
February 24, 1998
DORRANCE H. 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)
- --------
(1)Powers of Attorney are incorporated by reference to
Exhibits B 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 9 of 9 Pages
