CAMPBELL'S Co — M&A Activity 1996

Sep 12, 1996

• ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) ---------------- CAMPBELL SOUP COMPANY (NAME OF ISSUER) CAMPBELL SOUP COMPANY (NAME OF PERSON(S) FILING STATEMENT) ---------------- CAPITAL STOCK, PAR VALUE $.075 PER SHARE (TITLE OF CLASS OF SECURITIES) 134429 10 9 (CUSIP NUMBER OF CLASS OF SECURITIES) JOHN M. COLEMAN, SENIOR VICE PRESIDENT-- LAW AND PUBLIC AFFAIRS CAMPBELL SOUP COMPANY CAMPBELL PLACE CAMDEN, NEW JERSEY 08103-1799 (609) 342-4800 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) ---------------- COPY TO: LOU R. KLING SKADDEN, ARPS, SLATE, MEAGHER & FLOM 919 THIRD AVENUE NEW YORK, NEW YORK 10022 (212) 735-3000 ---------------- SEPTEMBER 12, 1996 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) ---------------- CALCULATION OF FILING FEE - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE - ------------------------------------------------------------------------------- $1,440,000,000 $288,000 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- * Calculated solely for purposes of determining the filing fee, based upon the purchase of 18,000,000 shares at the maximum tender offer price per share of $80.00. [_]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: N/A Filing Party: N/A Form or Registration No.: N/A Date File: N/A - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- This Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement") relates to the tender offer by Campbell Soup Company, a New Jersey corporation (the "Company"), to purchase up to 18,000,000 shares of capital stock, par value $.075 per share (the "Shares") at prices, net to the seller in cash, not greater than $80.00 nor less than $69.00 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 12, 1996 (the "Offer to Purchase") and the related Letter of Transmittal (which are herein collectively referred to as the "Offer"). Copies of such documents are filed as Exhibits (a)(1) and (a)(2), respectively, to this Statement. ITEM 1. SECURITY AND ISSUER. (a) The name of the issuer is Campbell Soup Company, a New Jersey corporation. The address of its principal executive offices is Campbell Place, Camden, New Jersey 08103-1799. (b) The information set forth in "Introduction," "Section 1. Number of Shares; Proration" and "Section 9. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares" in the Offer to Purchase is incorporated herein by reference. The Offer is being made to all holders of Shares, including officers, directors and affiliates of the Company, although the Company has been advised that none of its directors or executive officers intends to tender any Shares pursuant to the Offer. (c) The information set forth in "Introduction" and "Section 7. Price Range of Shares; Dividends" in the Offer to Purchase is incorporated herein by reference. (d) This Statement is being filed by the issuer. ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a)-(b) The information set forth in "Section 10. Source and Amount of Funds" in the Offer to Purchase is incorporated herein by reference. ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER. (a)-(j) The information set forth in "Introduction," "Section 8. Background and Purpose of the Offer; Certain Effects of the Offer," "Section 9. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares," "Section 10. Source and Amount of Funds" and "Section 12. Effects of the Offer on the Market for Shares; Registration Under the Exchange Act" in the Offer to Purchase is incorporated herein by reference. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. The information set forth in "Section 9. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares" and "Schedule I--Certain Transactions Involving Shares" in the Offer to Purchase is incorporated herein by reference. ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. The information set forth in "Introduction," "Section 8. Background and Purpose of the Offer; Certain Effects of the Offer" and "Section 9. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares" in the Offer to Purchase is incorporated herein by reference. ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. The information set forth in "Introduction" and "Section 16. Fees and Expenses" in the Offer to Purchase is incorporated herein by reference. ITEM 7. FINANCIAL INFORMATION. (a)-(b) The information set forth in "Section 11. Certain Information About the Company" in the Offer to Purchase is incorporated herein by reference. The information set forth on (i) pages F-10 through F-26 of the Company's Annual Report on Form 10-K for the fiscal year ended July 30, 1995, filed as Exhibit (g)(1) hereto; (ii) pages F-10 through S-3 of the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1994, filed as Exhibit (g)(2) hereto; (iii) pages 2 through 6 of the Company's Quarterly Report on Form 10-Q for the quarter ended April 28, 1996, filed as Exhibit (g)(3) hereto; (iv) pages 2 through 6 of the Company's Quarterly Report on Form 10-Q for the quarter ended January 28, 1996, filed as Exhibit (g)(4) hereto; (v) pages 2 through 6 of the Company's Quarterly Report on Form 10-Q for the quarter ended October 29, 1995, filed as Exhibit (g)(5) hereto; and (vi) the form of press release issued by the Company, dated September 4, 1996, filed as Exhibit (g)(6) hereto, in each case, is incorporated herein by reference. ITEM 8. ADDITIONAL INFORMATION. (a) Not applicable. (b) The information set forth in "Section 13. Certain Legal Matters; Regulatory and Foreign Approvals" in the Offer to Purchase is incorporated herein by reference. (c) The information set forth in "Section 12. Effects of the Offer on the Market for Shares; Registration Under the Exchange Act" in the Offer to Purchase is incorporated herein by reference. (d) Not applicable. (e) The information set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively, is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.

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3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. CAMPBELL SOUP COMPANY By: /s/ Anthony P. DiSilvestro ------------------------------- ANTHONY P. DISILVESTRO DEPUTY TREASURER Dated: September 12, 1996 4 INDEX TO EXHIBITS