SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)(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
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(Name, address and telephone number of person
authorized to receive notices and communications)
March 2, 2000
(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 11 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).
CUSIP No.134 429 109 13D Page 2 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dorrance H. Hamilton 000-00-0000
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 59,488,105
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
28,277,605
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
59,488,105
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.134 429 109 13D Page 3 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hope H. van Beuren 000-00-0000
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 33,918
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 72,222
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
6,753,918
10. SHARED DISPOSITIVE POWER
13,812,222
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
20,566,140
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.134 429 109 13D Page 4 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John A. van Beuren 000-00-0000
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 7,130
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 58,967,622
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
6,717,130
10. SHARED DISPOSITIVE POWER
13,792,770
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
58,974,752
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.134 429 109 13D Page 5 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles H. Mott 000-00-0000
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 58,895,400
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
22,522
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
58,917,922
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This statement is the seventh amendment to the statement on Schedule 13D filed by Dorrance H. Hamilton ("Mrs. 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 fifteenth amendment to the statement on Schedule 13D of Mrs. Hamilton and the tenth 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. 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 that the term of the Voting Trust has been extended for three years until June 1, 2003.
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.
Items 4,5 and 6 are amended as set forth below.
Page 6 of 11 Pages
Item 4. Purpose of Transaction
As stated in prior filings, the Voting Trust serves as a vehicle for the Reporting Persons 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.
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 shared voting power over a total of 58,895,400 Shares held under the Trust Agreement, which represents 13.8% of the outstanding Shares of the Company's Capital Stock. The Reporting Persons and related persons also have an interest in 1,134,016 additional Shares held outside the Voting Trust which, when added together with the Shares held in the Trust, represent 14.1% of the outstanding Shares. These Shareholdings include (i) 28,277,605 Shares (6.6% of the outstanding shares) with shared dispositive power held by three trusts, of which
Page 7 of 11 Pages
Mrs. Hamilton is a trustee, 200 Eagle Road, Suite 316, Wayne, PA 19087; and (ii) 6,753,918 Shares with sole dispositive power held by Mrs. van Beuren and 6,717,130 Shares with sole dispositive power held by her husband, Mr. van Beuren, P.O. Box 4098, Middletown, RI 02842. Mr. and Mrs. van Beuren also hold 13,812,222 Shares with shared dispositive power, including Shares held by family partnerships and a family foundation. Mr. Mott owns 22,522 Shares with sole voting and dispositive power. Percentages set out above are based on 426,424,376 Shares outstanding on December 1, 1999, 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 related foundations and partnerships, 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.
Page 8 of 11 Pages
Item 6. Contracts, Arrangements, Undertakings or
Relationships with Respect to Securities of the
Issuer
The Voting Trust has been extended for three years until June 1, 2003.
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.
Item 7. Material to be filed as Exhibits
Exhibit G Form of Amendment of Voting Trust Agreement dated
March 2, 2000.
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Page 9 of 11 Pages
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.
March 2, 2000
DORRANCE H. HAMILTON
HOPE H. VAN BEUREN
JOHN A. VAN BEUREN
CHARLES H. MOTT
By: /s/ John A. van Beuren
------------------------------------
John A. van Beuren,
individually and as attorney-
in-fact for the above persons.(1)
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(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. Joint Filing Agreement by the Reporting Persons is incorporated by reference to Amendment No. 2 to Schedule 13D filed by the Reporting Persons in September 1990.
Page 10 of 11 Pages
EXHIBIT G
EXTENSION OF TERM OF MAJOR STOCKHOLDERS' VOTING TRUST
The Major Stockholders' Voting Trust, under a Trust Agreement (the "Agreement") dated as of June 2, 1990 as amended April 3, 1991 and May 30, 1991, holding shares of Capital Stock of Campbell Soup Company, by its terms will terminate on June 1, 2000, under Section 2 of the Agreement.
The undersigned, being all of the Representatives as defined in Section 7 of the Agreement, hereby agree to amend the Agreement under Section 17, so that the Trust will continue in existence and terminate on June 1, 2003.
Dated: March 2, 2000
/s/ Dorrance H. Hamilton
---------------------------------
Dorrance H. Hamilton
Representative of Hamilton
Group and Trustee
/s/ Hope H. van Beuren
---------------------------------
Hope H. van Beuren
Representative of van Beuren
Group
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AGREED TO:
/s/ Charles H. Mott
-----------------------------
Charles H. Mott
Trustee
/s/ John A. van Beuren
-----------------------------
John A. van Beuren
Trustee
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Page 11 of 11 Pages