Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file for such reports), and (2) has been subject to such filing requirements for the past 90 days.

The registrant had 2,989,371 shares of Common Stock outstanding on October 31, 1999, all of which were held by The Quaker Oats Company.

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See accompanying notes to the condensed consolidated financial statements.

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See accompanying notes to the condensed consolidated financial statements.

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                        See accompanying notes to the condensed consolidated financial statements.

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See accompanying notes to the condensed consolidated financial statements.

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The condensed consolidated financial statements include Stokely-Van Camp, Inc. (a wholly-owned subsidiary of The Quaker Oats Company, or Quaker) and its subsidiaries (the Company or Stokely). The condensed consolidated statements of income and reinvested earnings for the nine and three months ended September 30, 1999 and 1998, the condensed consolidated balance sheet as of September 30, 1999, and the condensed consolidated statements of cash flows for the nine months ended September 30, 1999 and 1998, have been prepared by the Company without audit. In the opinion of management, these financial statements include all adjustments necessary to present fairly the financial position, results of operations and cash flows as of September 30, 1999, and for all periods presented. All adjustments made have been of a normal and recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (GAAP) have been condensed or omitted. The Company believes that the disclosures included are adequate and provide a fair presentation of interim period results. Interim financial statements are not necessarily indicative of the financial position or operating results for an entire year. It is suggested that these interim financial statements be read in conjunction with the audited financial statements and the notes thereto included in the Company's Form 10-K for the year ended December 31, 1998.

As of September 30, 1999, authorized shares were 500,000 and issued and outstanding shares were 9,131. The voting 5% Cumulative Convertible Second Preferred Stock ($20 par value) is convertible at the holder's option, on a share-for-share basis, into non-voting 5% Cumulative Prior Preference Stock ($20 par value).

As of September 30, 1999, authorized shares were 1,500,000, issued shares were 755,013 and outstanding shares were 754,680.

Both issues are redeemable at the Company's option for $21 per share.

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Note 3 - Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In January 1998, Statement of Position (SOP) No. 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use," was issued. This SOP provides guidance on the accounting for computer software costs. In April 1998, SOP No. 98-5, "Reporting on the Costs of Start-Up Activities," was issued. This SOP provides guidance on accounting for the cost of start-up activities. The Company's adoption of these standards in January 1999 did not materially affect the Company's financial statements.

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." The Statement establishes accounting and reporting standards requiring that all derivative instruments (including certain derivative instruments imbedded in other contracts) be recorded in the balance sheet as either an asset or a liability measured at its fair value. The Statement requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. The accounting provisions for qualifying hedges allow a derivative's gains and losses to offset related results on the hedged item in the income statement, and require that the Company must formally document, designate, and assess the effectiveness of transactions that qualify for hedge accounting. The Company has not determined its method or timing of adopting this Statement, but will be required to adopt it by January 2001. When adopted, this Statement could increase volatility in reported earnings and necessitate separate reporting of comprehensive income.

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Note 5 - Derivative Commodity Instruments

The Company actively monitors its exposure to risk from changes in commodity prices and occasionally uses futures and options to manage price exposure on purchased or anticipated purchases of corn sweetener. The Company's policy is to use derivatives only for purposes of managing risk associated with underlying exposures. The Company does not trade or use instruments with the objective of earning financial gains on the commodity price fluctuations alone, nor does it utilize instruments where there are not underlying exposures. Complex instruments involving leverage or multipliers are not used. Management believes that its use of these instruments to manage risk is in the Company's best interest. The Company does not use derivative foreign exchange or interest rate instruments because underlying exposures are not material.

Instruments used as hedges must be effective at reducing the risks associated with the underlying exposure and must be designated as a hedge at the inception of the contract. Accordingly, changes in the market value of the instruments must have a high degree of inverse correlation with changes in market values or cash flows of the underlying hedged item. The deferral method is used to account for those instruments which effectively hedge the Company's price exposures. For hedges of anticipated transactions, the significant characteristics and terms of the anticipated transaction must be identified, and the transaction must be probable of occurring to qualify for deferral method accounting.

Under the deferral method, gains and losses on derivative instruments are deferred in the condensed consolidated balance sheets as a component of other current assets (if a loss) or other current liabilities (if a gain) until the underlying inventory being hedged is sold. As the hedged inventory is sold, the deferred gains and losses are recognized in the condensed consolidated statements of income as a component of cost of goods sold. Derivative instruments that do not meet the above criteria required for deferral treatment are accounted for under the fair value method with gains and losses recognized currently in the condensed consolidated statements of income as a component of cost of goods sold.

Note 6 - Subsequent Event

Effective October 1,1999, Stokely entered into an agreement with Quaker Sales and Distribution, Inc. (QSD), a wholly-owned subsidiary of Quaker, to provide sales and distribution services for the Company in North America. Under the terms of the agreement, QSD will purchase finished goods from Stokely at a contracted price based on the sales price to the ultimate customer less an agreed-upon amount to compensate QSD for services provided. The agreement is automatically renewable each year unless one of the parties notifies the other of its intention not to renew. While Quaker currently provides sales and distribution services and is compensated for this service by the Company, under this agreement Stokely will transfer title to its products to QSD, a related party, who will sell to the ultimate customer. As a result, most of Stokely's sales on a going-forward basis will be to a related party.

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Consolidated net sales for the nine months ended September 30, 1999 (current year), were $1,315.4 million, up 10 percent from the nine months ended September 30, 1998 (prior year). This increase was primarily due to higher Gatorade thirst quencher sales in the United States, where more than 97 percent of the total current year sales were generated. U.S. Gatorade volume and sales grew 14 percent and 11 percent, respectively. New flavors, such as Gatorade Fierce , and new packaging, such as the expansion of the single serve E.D.G.E. sport bottle and 20-ounce wide mouth bottle, helped drive growth. Expanded availability, outside traditional retail channels, also drove sales growth. Price changes did not significantly affect sales.

Gross profit margin was 54.3 percent compared to 54.1 percent in the prior year. Selling, general and administrative (SG&A) expenses increased 8 percent, primarily due to a 14 percent increase in advertising and merchandising (A&M) expenses. A&M expenses in the current year were 23.5 percent of sales, up from 22.9 percent of sales in the prior year as the Company increased media spending in the first quarter of 1999 to support the Gatorade brand during its off-season.

Net interest income of $43.0 million in the current year increased $7.1 million from the prior year as a result of higher average amounts due from The Quaker Oats Company. The effective tax rate was 39.5 percent and 40.2 percent as of September 30, 1999 and 1998, respectively. The decrease primarily was due to a reduction in the effective state tax rates compared to the prior year.

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Three Months Ended September 30, 1999 Compared With
Three Months Ended September 30, 1998

Consolidated net sales for the three months ended September 30, 1999 (current year), were $500.9 million, up 6 percent from the three months ended September 30, 1998 (prior year). This increase was primarily due to higher Gatorade thirst quencher sales in the United States, where more than 97 percent of the total current year sales were generated. U.S. Gatorade volume and sales grew 9 percent and 6 percent, respectively, despite difficult year-on-year comparisons. In the prior year, U.S. Gatorade volume and sales increased 22 and 18 percent, respectively. New flavors, such as Gatorade Fierce , and new packaging, such as the expansion of the single serve E.D.G.E. sport bottle and 20-ounce wide mouth bottle, helped drive growth. Expanded availability, outside traditional retail channels, also drove sales growth. Price changes did not significantly affect sales.

Gross profit margin was 54.9 percent compared to 54.4 percent in the prior year. SG&A expenses increased 4 percent primarily due to a 10 percent increase in A&M expenses. A&M expenses in the current year were 22.7 percent of sales, up from 21.7 percent of sales in the prior year.

Net interest income of $14.6 million in the current year increased $1.5 million from the prior year as a result of higher average amounts due from The Quaker Oats Company. The effective tax rate was 39.4 percent and 39.6 percent as of September 30, 1999 and 1998, respectively. The decrease primarily was due to a reduction in the effective state tax rates compared to the prior year.

Net cash provided by operating activities was $304.4 million and $240.2 million for the nine months ended September 30, 1999 and 1998, respectively, primarily reflecting higher net income and lower working capital in the current year. Capital expenditures for the nine months ended September 30, 1999 and 1998, were $48.9 million and $30.5 million, respectively. Capital expenditures are expected to continue at or above the current rate as the Company continues to expand its production capacity in the United States. The useful lives of assets that will be replaced in conjunction with the expansion of U.S. beverage manufacturing were shortened, which increased depreciation expense by about $0.7 million for the third quarter of 1999. The Company expects that its future capital expenditures and cash dividends will be financed through cash flow from operating and financing activities.

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Derivative Commodity and Financial Instruments

The Company actively monitors its exposure to risk from changes in commodity prices and occasionally uses futures and options to manage price exposure on purchased or anticipated purchases of corn sweetener. The Company's policy is to use derivatives only for purposes of managing risk associated with underlying exposures. The Company does not trade or use instruments with the objective of earning financial gains on the commodity price fluctuations alone, nor does it utilize instruments where there are not underlying exposures. Complex instruments involving leverage or multipliers are not used. Management believes that its use of these instruments to manage risk is in the Company's best interest. The Company does not use derivative foreign exchange or interest rate instruments because underlying exposures are not material.

The Company has estimated its market risk exposures using sensitivity analyses. Market risk exposure has been defined as the change in fair value of a derivative commodity instrument assuming a hypothetical 10 percent adverse change in market prices or rates. Fair value was determined using quoted market prices. The results of the sensitivity analyses as of September 30, 1999 did not differ materially from the amounts reported as of December 31, 1998. Actual changes in market prices or rates may differ from hypothetical changes.

In January 1998, Statement of Position (SOP) No. 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use," was issued. This SOP provides guidance on the accounting for computer software costs. In April 1998, SOP No. 98-5, "Reporting on the Costs of Start-Up Activities," was issued. This SOP provides guidance on accounting for the cost of start-up activities. The Company's adoption of these standards in January 1999 did not materially affect the Company's financial statements.

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." The Statement establishes accounting and reporting standards requiring that all derivative instruments (including certain derivative instruments imbedded in other contracts) be recorded in the balance sheet as either an asset or a liability measured at its fair value. The Statement requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. The accounting provisions for qualifying hedges allow a derivative's gains and losses to offset related results on the hedged item in the income statement, and require that the Company must formally document, designate, and assess the effectiveness of transactions that qualify for hedge accounting. The Company has not determined its method or timing of adopting this Statement, but will be required to adopt it by January 2001. When adopted, this Statement could increase volatility in reported earnings and necessitate separate reporting of comprehensive income.

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Stokely, through its parent company, Quaker, conducts the majority of its operations as an integrated component of Quaker's business. As such, Stokely, throughout its business, uses Quaker's software and other related technologies that will be affected by the date change in year 2000. The three areas where year 2000 issues may affect Quaker include: (1) the computer systems, both hardware and software; (2) imbedded systems, as in computer chips in machinery and process controls; and (3) third parties with material relationships with Quaker, such as major service providers, vendors, suppliers and customers.

To address the year 2000 issues, Quaker has developed and is executing a detailed four-phase comprehensive readiness plan. The first phase of the readiness plan, the assessment of Quaker's internal systems, was completed. The second phase, the remediation, replacement and testing of internal systems, was completed for the computer systems and was 99 percent complete for the imbedded systems. The remaining equipment or controls for the imbedded systems are scheduled for replacement during the remainder of the year. The third phase, the assessment of the year 2000 readiness plans of Quaker's material third parties, will continue through 1999. All of Quaker's major service providers, vendors, suppliers and customers who are believed to be critical to the business operations after January 1, 2000, have been contacted to determine their stage of year 2000 compliance, with approximately 80 percent indicating that they are fully compliant. All but a few of the remaining 20 percent have plans in place to achieve compliance before the end of the year. Completing the fourth phase involves the development of contingency plans to further mitigate the impact of possible year 2000 disruptions, including disruptions resulting from non-compliant, material third parties. These contingency plans have been completed and are being monitored and fine-tuned as additional information becomes available. Elements of these plans include stockpiling raw and packaging materials, increasing finished goods inventory levels, assigning key personnel to be on-site or on-call during the year-end rollover and other appropriate measures.

While Quaker's year 2000 readiness plans are nearly complete, the consequences of non-compliance by Quaker, its major service providers, vendors, suppliers or customers, could have a material adverse effect on Stokely's operations. Although Quaker does not anticipate any major non-compliance issues, some of the possible consequences of non-compliance by Quaker or its material third parties include, among other things: temporary plant closings; delays in the delivery and receipt of products and supplies; invoice and collection errors; and inventory obsolescence. It is currently estimated that the aggregate cost of Quaker's year 2000 efforts will be approximately $12 million, of which approximately $11 million has been incurred to date. All of these costs are being funded through Quaker's operating cash flow. These amounts do not include any costs associated with the implementation of contingency plans.

Quaker's year 2000 readiness plan is an ongoing process and the estimates of costs and completion dates for various components of the program as described above are subject to change.

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Effective October 1,1999, Stokely entered into an agreement with Quaker Sales and Distribution, Inc. (QSD), a wholly-owned subsidiary of Quaker, to provide sales and distribution services for the Company in North America. Under the terms of the agreement, QSD will purchase finished goods from Stokely at a contracted price based on the sales price to the ultimate customer less an agreed-upon amount to compensate QSD for services provided. The agreement is automatically renewable each year unless one of the parties notifies the other of its intention not to renew. While Quaker currently provides sales and distribution services and is compensated for this service by the Company, under this agreement Stokely will transfer title to its products to QSD, a related party, who will sell to the ultimate customer. As a result, most of Stokely's sales on a going-forward basis will be to a related party.

Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, are made throughout this Management's Discussion and Analysis. Statements that are not historical facts, including statements about expectations or projected results, are forward-looking statements. The Company's results may differ materially from those in the forward-looking statements. Forward-looking statements are based on management's current views and assumptions and involve risks and uncertainties that could significantly affect expected results. For example, operating results may be affected by factors such as: actions of competitors; changes in laws and regulations, including changes in governmental interpretations of regulations and changes in accounting standards; customer demand; effectiveness of spending or programs, including cost-reduction and production capacity expansion projects; fluctuations in the cost and availability of supply chain resources; weather; and the ability of Quaker, its major service providers, vendors, suppliers and customers, to adequately address the year 2000 issue. Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to publicly update them.

Continued growth in sales, earnings and cash flows from the Gatorade thirst quencher operations are dependent on, among other things: the level of competition from its two key competitors, The Coca-Cola Co. and PepsiCo Inc.; the ability to obtain increasing points of availability; the projected outcome of supply chain management programs; capital spending plans; markets for key commodities, especially PET resins, corrugated materials and sweeteners; and the efficiency and effectiveness of A&M programs.

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All other items in Part II are either inapplicable to the Company during the quarter ended September 30, 1999, the answer is negative or a response has been previously reported and an additional report of the information need not be made, pursuant to the Instructions to Part II.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized as an officer and as chief accounting officer.

                                                                                             Stokely-Van Camp, Inc.                             
                                                                                             (Registrant)

Date: November 9, 1999                                                      /s/ Richard M. Gunst                                
                                                                                             Richard M. Gunst
                                                                                             Vice President and Corporate Controller

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