CAMPBELL'S Co — Major Shareholding Notification 1996

Sep 20, 1996

OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response: 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under Securities Exchange Act of 1934 (Amendment No. 5) CAMPBELL SOUP COMPANY (Name of Issuer) CAPITAL STOCK, PAR VALUE $.075 PER SHARE (Title of Class of Securities) 134429-10-9 (CUSIP Number) Tycho H.E. Stahl, Esq. Stradley, Ronon, Stevens & Young, L.L.P. 2600 One Commerce Square, Philadelphia, PA 19103 (215) 564-8160 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 20, 1996 (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 [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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. 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 ("Act") 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). SCHEDULE 13D CUSIP No. 134429-10-9 Page 2 of 5 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John T. Dorrance III (S.S. No.: ###-##-####) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Ireland Number of Shares 7. SOLE VOTING POWER Beneficially Owned By 22,642,719 Each Reporting Person 8. SHARED VOTING POWER With 762,527 9. SOLE DISPOSITIVE POWER 22,642,719 10. SHARED DISPOSITIVE POWER 762,527 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,405,246 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% 14. TYPE OF REPORTING PERSON IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. This statement, constituting Amendment No. 5 to the Statement on Schedule 13D filed by John T. Dorrance III with the Securities and Exchange Commission and relating to the Capital Stock, par value $.075 per share (the "Shares"), of Campbell Soup Company (the "Company"), amends Amendments No. 1, No. 2, No. 3 and No. 4 to the Schedule 13D filed by John T. Dorrance III as follows: Unless otherwise noted, all defined terms herein are as defined in Amendment No. 1 to the Schedule 13D. Item 4. Purpose of Transaction. Mr. Dorrance has sold approximately 14% of his holdings in open market or in private transactions. As opportunities become available, his present intention is to make additional dispositions when economically advantageous. Such future dispositions may be substantial. Item 5. Interest in Securities of the Issuer. As of the date hereof, John T. Dorrance III may be deemed beneficially to own 23,405,246 Shares, or approximately 9.5% of the outstanding Shares, in respect of which he has dispositive power and voting power as follows: (i) 1,000,004 -- sole dispositive power and sole voting power - John T. Dorrance III holds these Shares directly. (ii) 21,642,715 Shares -- sole dispositive power and sole voting power. John T. Dorrance III, Director and Trustee, holds these Shares as Trustee and sole beneficiary of the IPY Trust, and as sole voting Director of other entities owned by the IPY Trust, which hold the Shares. In the past 60 days, Mr. Dorrance, Director, disposed of 3,486,065 Shares at per Share prices of between $72.00 and $77 and 3/8 in open market or in private sales. (iii) 591,188 Shares -- shared dispositive power and shared voting power. John T. Dorrance III holds these Shares as a Trustee of the Charles A. Dorrance Trust and of the John T. Dorrance IV Trust. John T. Dorrance III disclaims beneficial ownership of such 591,188 Shares. (iv) 17,867 Shares -- shared dispositive power and shared voting power. John T. Dorrance III holds these Shares as one of the Trustees of the YPI Foundation. John T. Dorrance III disclaims beneficial ownership of such 17,867 Shares. Page 3 of 5 pages (v) 153,472 Shares -- shared dispositive power and shared voting power. John T. Dorrance III holds these Shares as one of the Executors under the Will of John T. Dorrance, Jr. John T. Dorrance III disclaims beneficial ownership of such 153,472 Shares. Item 7. Exhibits Pursuant to Rule 101(a)(2)(ii) of Regulation S-T, the following exhibits hereto, which are qualified in their entirety by original filings with the Securities and Exchange Commission (the "SEC") of which they are copies, restate the entire text of such prior filings previously made in paper format: Exhibit Description 99-1 Schedule 13D, as previously filed with the SEC regarding a reportable event on April 9, 1989 99-2 Amendment No. 1, as previously filed with the SEC regarding a reportable event on December 21, 1989 99-3 Amendment No. 2, as previously filed with the SEC regarding a reportable event on January 23, 1990 99-4 Amendment No. 3, as previously filed with the SEC regarding a reportable event on August 23, 1991 99-5 Amendment No. 4, as previously filed with the SEC regarding a reportable event on October 20, 1992 Page 4 of 5 pages Signature After reasonable 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. Dated: September 20, 1996 /s/ John T. Dorrance, III 166423.1 Page 5 of 5 pages