CAMPBELL'S Co — Capital/Financing Update 1998

Apr 14, 1998

1 ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) APRIL 13, 1998 CAMPBELL SOUP COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEW JERSEY STATE OF INCORPORATION 1-3822 (COMMISSION FILE NUMBER) 21-0419870 I.R.S. EMPLOYER IDENTIFICATION NO. CAMPBELL PLACE CAMDEN, NEW JERSEY 08103-1799 PRINCIPAL EXECUTIVE OFFICES TELEPHONE NUMBER: (609) 342-4800 ============================================================================== 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS In September 1997, Campbell Soup Company ("the company") announced a plan, subject to certain conditions, to spin off the Specialty Foods segment to its shareowners as an independent publicly-held company. The Specialty Foods segment includes Swanson frozen foods, Vlasic pickles, and certain European, Argentine and other U.S. businesses. In February 1998, the Board of Directors approved the formal plan to spin off the Specialty Foods segment after receiving a Private Letter Ruling from the Internal Revenue Service indicating that the transaction would be tax-free. The spinoff was effective March 30, 1998. On this date, shareowners of record as of March 9, 1998 received one share of the newly-formed company, Vlasic Foods International Inc. ("Vlasic"), for every ten shares of Campbell Soup Company capital stock. As a result of the spinoff, Vlasic Foods International Inc. is now an independent publicly held company. On March 5, 1998, the company mailed an Information Statement to all shareowners setting forth the details of the spinoff. 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (1) Introduction to Campbell Soup Company Consolidated Pro Forma Consolidated Financial Information (2) Campbell Soup Company Pro Forma Consolidated Statement of Earnings for the Six Months Ended February 1, 1998 (3) Campbell Soup Company Pro Forma Consolidated Statement of Earnings for the Year Ended August 3, 1997 (4) Campbell Soup Company Pro Forma Consolidated Statement of Earnings for the Year Ended July 28, 1996 (5) Campbell Soup Company Pro Forma Consolidated Statement of Earnings for the Year Ended July 30, 1995 (6) Campbell Soup Company Pro Forma Consolidated Balance Sheet as of February 1, 1998 (7) Notes to Campbell Soup Company Unaudited Pro Forma Consolidated Financial Information 4 SIGNATURES 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. CAMPBELL SOUP COMPANY By /s/ Basil L. Anderson -------------------------------------- Executive Vice President and Chief Financial Officer By /s/ Gerald S. Lord -------------------------------------- Vice President - Controller Date: April 13, 1998 5 CAMPBELL SOUP COMPANY INTRODUCTION TO PRO FORMA CONSOLIDATED FINANCIAL INFORMATION The unaudited Pro Forma Consolidated Statements of Earnings for the Six Months Ended February 1, 1998 and for the Years Ended August 3, 1997, July 28, 1996 and July 30, 1995 present the consolidated results of the continuing operations of the company, assuming that the transactions associated with the spinoff occurred as of the beginning of the periods presented. The unaudited Pro Forma Consolidated Balance Sheet as of February 1, 1998 presents the consolidated financial position of the company, assuming that the transactions associated with the spinoff had been completed as of that date. The "Restated" columns represent the effects on reported results of operations and financial position of the company assuming the spinoff was consummated at the respective dates, and accordingly, Vlasic Foods International Inc. ("Vlasic") is reported as a discontinued operation in accordance with Accounting Principles Board Opinion No. 30 "Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" ("APB 30"). The net sales, costs and expenses, and assets and liabilities of Vlasic, formerly reported as the company's Specialty Foods segment, have been excluded from the respective captions in the Pro Forma Consolidated Statements of Earnings and Pro Forma Consolidated Balance Sheet. The net operating results of Vlasic have been recorded as "Earnings from discontinued operations" and the net assets have been reported as "Net assets of discontinued operations". The unaudited Pro Forma Consolidated Financial Information should be read in conjunction with the historical financial statements and related notes thereto of the company included in the 1997 Annual Report on Form 10-K and the Quarterly Report filed on Form 10-Q for the quarter ended February 1, 1998. The pro forma information presented is for informational purposes only and may not be indicative of the results of operations that would have occurred had the spinoff been consummated as of the beginning of the financial periods presented, nor is it intended to be indicative of future results of operations or financial position of the company. 6 CAMPBELL SOUP COMPANY CONSOLIDATED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED) (MILLIONS, EXCEPT PER SHARE AMOUNTS)

See Notes to Pro Forma Consolidated Financial Statements 7 CAMPBELL SOUP COMPANY CONSOLIDATED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED) (MILLIONS, EXCEPT PER SHARE AMOUNTS)

See Notes to Pro Forma Consolidated Financial Statements 8 CAMPBELL SOUP COMPANY CONSOLIDATED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED) (MILLIONS, EXCEPT PER SHARE AMOUNTS)

See Notes to Pro Forma Consolidated Financial Statements 9 CAMPBELL SOUP COMPANY CONSOLIDATED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED) (MILLIONS, EXCEPT PER SHARE AMOUNTS)

See Notes to Pro Forma Consolidated Financial Statements 10 CAMPBELL SOUP COMPANY CONSOLIDATED PRO FORMA CONSOLIDATED BALANCE SHEET FEBRUARY 1, 1998 (UNAUDITED) (MILLIONS, EXCEPT PER SHARE AMOUNTS)

See Notes to Pro Forma Consolidated Financial Statements 11 CAMPBELL SOUP COMPANY NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED FEBRUARY 1, 1998 AND YEARS ENDED AUGUST 3, 1997, JULY 28, 1996 AND JULY 30, 1995 (A) The "Discontinued Operations" columns in the unaudited pro forma financial information represent the results of operations and financial position of Vlasic Foods International Inc., adjusted to properly present such results as a discontinued operation. Interest expense has not been allocated to discontinued operations. In 1996 net earnings from discontinued operations include a one-time charge to reengineer the frozen food manufacturing facilities, which was offset by a gain on the sale of the Mrs. Paul's frozen seafood business. (B) To reduce net interest expense to reflect the reduction of short-term borrowings by $500 million as of the beginning of each period presented. In connection with the spinoff, the company effectively transferred $500 million of indebtedness to Vlasic. The pro forma adjustments are based on the weighted average interest rates for commercial paper for the respective periods (5.57% in 1998, 5.7% in 1997, 5.5% in 1996, and 6% in 1995). (C) To reflect the estimated tax impact of the pro forma adjustment referred to in (B) at a combined federal and state income tax rate of 38%. (D) To eliminate discontinued operations. (E) To reclassify intercompany payables from Vlasic to the company that will remain outstanding obligations of Vlasic after the spinoff. (F) To eliminate the net assets of discontinued operations (Vlasic) and to record the effect on shareowners' equity. (G) To record the transfer of pension and postretirement obligations to Vlasic and to eliminate the related deferred tax asset. (H) To record the impact of $500 million debt assumed by Vlasic as of the spinoff.