As
filed with the Securities and Exchange Commission on November 24,
2008
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CAMPBELL
SOUP COMPANY
(Exact
name of registrant as specified in its charter)
|
New
Jersey
|
21-0419870
|
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
Number)
|
|
|
One
Campbell Place
Camden,
New Jersey 08103-1798
(856)
342-4800
|
||
|
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive
offices)
|
||
Ellen
Oran Kaden
Senior
Vice President – Law and Government Affairs
Campbell
Soup Company
One
Campbell Place
Camden,
New Jersey 08103-1798
(856)
342-4800
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
Copy
to:
Joseph
A. Hall
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, NY 10017
(212)
450-4000
Approximate
date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. o
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. x
If this
Form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. x
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated
filer x
|
Accelerated
filer o
|
|
Non-accelerated
filer o (Do
not check if a smaller reporting company)
|
Smaller
reporting company o
|
|
CALCULATION
OF REGISTRATION FEE
|
||||
|
Title
of Each
Class
of Securities
to
be Registered
|
Amount
to Be
Registered
(1)
|
Proposed
Maximum
Offering
Price
Per
Unit (1)
|
Proposed
Maximum
Aggregate
Offering
Price
(1)
|
Amount
of
Registration
Fee(1)
|
|
Debt
Securities
|
||||
|
(1)
|
The
registrant is including in this registration statement $300,000,000 of
debt securities covered by the registrant’s previous Registration
Statement on Form S-3 (File No. 333-90036) that remain unsold as of the
date hereof. Filing fees in the amount of $27,600 were
previously paid in respect of such unsold debt
securities. Pursuant to Rule 415(a)(6), such previously paid
filing fees will continue to be applied to such unsold securities, and the
offering of securities under the previous registration statement will be
deemed terminated as of the date of effectiveness of this registration
statement. An additional indeterminate amount of securities to
be offered at indeterminate prices is being registered pursuant to this
registration statement. The registrant is deferring payment of
the registration fee for such additional securities pursuant to Rule
456(b) and is omitting this information in reliance on Rule 456(b) and
Rule 457(r).
|
PROSPECTUS
DEBT
SECURITIES
From time
to time, we may sell debt securities consisting of debentures, notes or other
unsecured evidences of indebtedness on terms we will determine at the times we
sell the debt securities. When we decide to sell a particular series of debt
securities, we will prepare and deliver a supplement to this prospectus
describing the particular terms of the debt securities we are
offering. You should read this prospectus and any supplement
carefully before you invest.
Investing
in these securities involves risks. See “Item 1A. Risk Factors” in
our most recent Annual Report on Form 10-K and our most recent Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal
offense.
We may
sell the debt securities directly, through agents, through underwriters or
dealers, or through a combination of such methods. If we elect to use agents,
underwriters or dealers in any offering of debt securities, we will disclose
their names and the nature of our arrangements with them in the prospectus
supplement we prepare for such offering.
The date
of this prospectus is November 24, 2008.
This
prospectus is part of a registration statement that we filed with the Securities
and Exchange Commission (the “SEC”) utilizing a “shelf” registration process.
Under this shelf registration process, we may, from time to time, sell the
securities described in this prospectus in one or more offerings.
This
prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with the additional information described under the heading
“Where You Can Find More Information About Us.”
You should
rely only on the information contained in this prospectus, in any accompanying
prospectus supplement or in any free writing prospectus filed by us with the
SEC. We have not authorized anyone to provide you with different information. We
are offering to sell debt securities only in jurisdictions where offers and
sales are permitted. The information contained in or incorporated by reference
in this prospectus or any prospectus supplement or in any such free writing
prospectus is accurate only as of its respective date, regardless of the time of
delivery of this prospectus, any prospectus supplement or any such free writing
prospectus or any sale of debt securities. In this prospectus, unless otherwise
stated, the terms “we,” “us” and “our” refer to Campbell Soup Company and our
consolidated subsidiaries.
We file
annual, quarterly and current reports, proxy statements and other information
with the SEC. You may read and copy any document that we file at the Public
Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at
http://www.sec.gov, from which interested persons can electronically access
documents filed by us including the exhibits and schedules
thereto. You may also electronically access these documents through
our website, www.campbellsoupcompany.com, under the “Investor Center – Financial
Reports – SEC Filings” caption. We are not incorporating the contents
of the website into this prospectus.
The SEC
allows us to “incorporate by reference” certain information we file with them,
which means that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is an important
part of this prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) (other than, in each case, documents or information
deemed to have been furnished and not filed in accordance with SEC rules), on or
after the date of this prospectus until we sell all of the securities covered by
this prospectus:
|
|
·
|
Our
Annual Report on Form 10-K for the fiscal year ended August 3,
2008;
|
|
|
·
|
Our
Definitive Proxy Statement and Additional Materials on Schedule 14A filed
with the SEC on October 9, 2008;
and
|
|
|
·
|
Our
Current Reports on 8-K filed with the SEC on August 28, 2008, October 1,
2008 and October 8, 2008.
|
You may
electronically access these documents through our website,
www.campbellsoupcompany.com, under the “Investor Center – Financial Reports –
SEC Filings” caption. We are not incorporating the contents of the
website into this prospectus. You may also request a copy of these
filings, at no cost, by writing to or telephoning us at the following
address:
Corporate
Secretary
Campbell
Soup Company
One
Campbell Place
Camden,
New Jersey 08103-1799
(856)
342-6122
This
prospectus contains “forward-looking” statements that reflect our current
expectations regarding our future results of operations, economic performance,
financial condition and achievements. We try, wherever possible, to identify
these forward-looking statements by using words such as “anticipate,” “believe,”
“estimate,” “expect,” “will” and similar expressions. One can also identify them
by the fact that they do not relate strictly to historical or current facts.
These statements reflect our current plans and expectations and are based on
information currently available to us. They rely on a number of assumptions
regarding future events and estimates which could be inaccurate and which are
inherently subject to risks and uncertainties.
We wish to caution the reader that the following
important factors and those important factors described in Item 1A of our most recent Annual Report on Form
10-K and our most recent Quarterly Report on Form 10-Q filed with the SEC, could affect our actual results and could cause such
results to vary materially from those expressed in any forward-looking
statements made by us or
on our behalf:
|
|
·
|
the
impact of strong competitive response to our efforts to leverage our brand
power with product innovation, promotional programs and new advertising,
and of changes in consumer demand for our
products;
|
|
|
·
|
the
risks in the marketplace associated with trade and consumer acceptance of
product improvements, shelving initiatives and new product
introductions;
|
|
|
·
|
our ability
to achieve sales and earnings guidance, which are based on assumptions
about sales volume, product mix, the development and success of new
products, the impact of marketing and pricing actions and product
costs;
|
|
|
·
|
our
ability to realize projected cost savings and benefits, including those
contemplated by restructuring programs and other cost-savings
initiatives;
|
|
|
·
|
our
ability to successfully manage changes to our business processes,
including selling, distribution, product capacity, information management
systems and the integration of
acquisitions;
|
|
|
·
|
the
increased significance of certain of our key trade
customers;
|
|
|
·
|
the
impact of fluctuations in the supply and inflation in energy, raw and
packaging materials cost;
|
|
|
·
|
the
risks associated with portfolio changes and completion of acquisitions and
divestitures;
|
|
|
·
|
the
uncertainties of litigation described from time to time in our SEC
filings;
|
|
|
·
|
the
impact of changes in currency exchange rates, tax rates, interest rates,
debt and equity markets, inflation rates, economic conditions and other
external factors; and
|
|
|
·
|
the
impact of unforeseen business disruptions in one or more of our markets
due to political instability, civil disobedience, armed hostilities,
natural disasters or other
calamities.
|
This discussion of uncertainties is by no means exhaustive but
is designed to highlight important factors that may impact our outlook. We disclaim any obligation or intent to
update forward-looking statements made by us in order to reflect new information, events
or circumstances after the
date they are made.
Campbell
Soup Company, together with its consolidated subsidiaries, is a global
manufacturer and marketer of high-quality, branded convenience food products.
Our principal executive offices are at One Campbell Place, Camden, New Jersey
08103-1799, and our telephone number is (856) 342-4800. We maintain a
website at www.campbellsoupcompany.com where general information about us is
available. We are not incorporating the contents of the website into
this prospectus.
Unless we
describe a different use of proceeds from an offering in the related prospectus
supplement, we intend to use the net proceeds from the sales of the debt
securities offered by this prospectus to repay short-term debt, to reduce or
retire from time to time other indebtedness and for other general corporate
purposes, including acquisitions.
The
following table sets forth our consolidated ratio of earnings to fixed charges
for the periods shown:
|
Fiscal
year ended
|
||||||||
|
8/03/08
|
7/29/07
|
7/30/06
|
7/31/05
|
8/1/04
|
||||
|
5.7
|
6.5
|
5.8
|
5.1
|
5.0
|
||||
The ratios
of earnings to fixed charges were computed by dividing our earnings by fixed
charges. For this purpose, earnings include the sum of earnings from
continuing operations before taxes, amortization of capitalized interest, and
fixed charges, less capitalized interest. Fixed charges include
interest expense, capitalized interest, amortization of debt expenses and the
estimated interest components of rentals. All amounts are on an as
reported basis. We adopted the provisions of SFAS No. 123 (revised
2004) “Share-Based Payment,” which require stock-based compensation to be
measured based on the grant-date fair value and expensed over the period which
an employee is required to provide service in exchange for the
award. As of the beginning of fiscal year 2006, had all of the
stock-based compensation been expensed, the pre-tax pro forma impact on earnings
from continuing operations would have been a reduction of $43 million in 2005
and $44 million in 2004. Including the effects of such charges, the
pro forma ratio of earnings to fixed charges would have been 4.9 in 2005 and 4.8
in 2004. In fiscal years 2008 and 2004, we recorded pre-tax
restructuring charges of $175 million and $24 million,
respectively. In fiscal year 2006, we recognized a non-cash reduction
of $21 million in interest expense associated with the favorable settlement of a
U.S. tax contingency.
Unless we
indicate otherwise in an accompanying prospectus supplement, the debt securities
consisting of debentures, notes and other unsecured evidence of indebtedness
will be issued under an indenture between Campbell Soup Company and The Bank of
New York Mellon, as trustee, which we have filed as an exhibit to the
registration statement of which this prospectus forms a part. The following
summary of certain general provisions of the indenture and the debt securities
does not purport to be complete and is subject to, and is qualified in its
entirety by reference to, the provisions of the indenture, including the
definitions therein of certain terms. The particular terms of a series of debt
securities offered by a prospectus supplement and the extent, if any, to which
such general provisions may apply to such securities will be described in the
prospectus supplement relating to such series. Capitalized terms used and not
otherwise defined in this section shall have the meanings assigned to them in
the indenture. In this “Description of Debt Securities,” the terms
the “Company,” “we,” “us” and “our” refer to Campbell Soup Company only, and do
not include our consolidated subsidiaries.
General
The
indenture does not limit the amount of debt securities which we may issue under
the indenture and provides that debt securities may be issued thereunder up to
the aggregate principal amount which our board of directors may authorize from
time to time. Debt securities may be issued from time to time in one or more
series. Debt securities will be unsecured and will rank equally with all of our
other unsecured and unsubordinated indebtedness.
Please
refer to the prospectus supplement relating to any particular series of debt
securities we may offer for the following terms of such series:
(a) the
designation, aggregate principal amount and authorized denominations of the
offered debt securities;
(b) the
price (expressed as a percentage of the aggregate principal amount thereof) at
which the offered debt securities will be issued;
(c) the
date or dates on which the offered debt securities will mature;
(d) the
annual rate, if any, at which the offered debt securities will bear
interest;
(e) the
date from which such interest, if any, on the offered debt securities will
accrue, the dates on which such interest, if any, will be payable, the date on
which payment of such interest, if any, will commence and, with respect to
offered debt securities in registered form, the regular record dates for such
interest payment dates;
(f) any
optional or mandatory sinking fund provisions;
(g) the
date, if any, after which and the price or prices at which the offered debt
securities may, pursuant to any optional or mandatory redemption provisions, be
redeemed at our option or at the option of the holder and any other terms and
provisions of such optional or mandatory redemptions;
(h) the
denominations in which any offered debt securities of a series which are
registered securities will be issuable if other than denominations of $1,000 and
any integral multiple thereof, and the denominations in which any offered debt
securities of the series which are bearer securities will be issuable if other
than denominations of $5,000;
(i) if
other than the principal amount thereof, the portion of the principal amount of
offered debt securities of the series which will be payable upon declaration of
acceleration of maturity thereof;
(j) any
events of default with respect to the offered debt securities of the series, if
not set forth in the indenture;
(k) the
currency or currencies, including composite currencies, in which payment of the
principal of (and premium, if any) and interest, if any, on the offered debt
securities of the series will be payable (if other than the
currency
of the United States of America), which unless otherwise specified will be the
currency of the United States of America as at the time of payment which is the
legal tender for payment of public or private debts;
(l) if
the principal of (and premium, if any), or interest, if any, on the offered debt
securities of the series is to be payable, at our election or at the election of
any holder thereof, in a coin or currency other than that in which the offered
debt securities of the series are stated to be payable, the period or periods
within which, and the terms and conditions upon which, such election may be
made;
(m) if
such offered debt securities are to be denominated in a currency or currencies,
including composite currencies, other than the currency of the United States of
America, the equivalent price in the currency of the United States of
America;
(n) if
the amount of payments of principal of (and premium if any), or portions
thereof, or interest, if any, on the offered debt securities of the series may
be determined with reference to an index, formula or other method, the manner in
which such amounts will be determined;
(o) whether
the offered debt securities will be issuable in registered or bearer form or
both, any restrictions applicable to the offer, sale or delivery of any offered
debt securities issuable in bearer form and whether, and, if so, the terms upon
which, any offered debt securities in bearer form will be exchangeable for
offered debt securities in registered form;
(p) whether
such offered debt securities are to be issued in whole or in part in the form of
one or more global securities and, if so, the method of transferring beneficial
interests in such global security or global securities;
(q) whether
the offered debt securities of any series shall be issued upon original issuance
in whole or in part in the form of one or more book-entry
securities;
(r) the
application, if any, of certain provisions of the indenture relating to
defeasance and discharge, and certain conditions thereto;
(s) with
respect to the offered debt securities of the series, any deletions from,
modifications of or additions to the events of default or any covenants, whether
or not such events of default or covenants are consistent with the events of
default or covenants set forth in the indenture; and
(t) any
U.S. Federal income tax consequences applicable to the offered debt
securities.
Debt
securities of a series may be issued in registered form or bearer form or both
as specified in the terms of the series, may be issued in whole or in part in
the form of one or more global securities and may be issued as book-entry
securities that will be deposited with, or on behalf of, The Depository Trust
Company, or another depositary named by the Company and identified in a
prospectus supplement with respect to such series. The prospectus supplement
will specify whether the offered debt securities will be registered, bearer,
global or book-entry form.
So long as
the depositary for a global security or its nominee is the registered owner of
such global security, such depositary or such nominee, as the case may be, will
be considered the sole owner or holder of the debt securities represented by
such global security for all purposes. Except in certain circumstances, owners
of beneficial interests in a global security will not be entitled to have any of
the individual debt securities represented by such global security registered in
their names, will not receive or be entitled to receive physical delivery of any
such debt securities in definitive form and will not be considered the owners or
holders thereof.
Unless the
prospectus supplement relating thereto specifies otherwise, debt securities
denominated in U.S. dollars will be issued only in denominations of $1,000 or
any integral multiple thereof, and bearer securities denominated in U.S. dollars
will be issued only in denominations of $5,000. The prospectus supplement
relating to a series of debt securities denominated in a foreign or composite
currency will specify the denomination thereof.
At the
option of the holder and subject to the terms of the indenture, bearer
securities (with all unmatured coupons, except as provided below, and all
matured coupons in default) of any series will be exchangeable into an equal
aggregate principal amount of registered securities or, in the case of global
bearer securities, registered securities or bearer securities of the same series
(with the same interest rate and maturity date). Bearer securities surrendered
in exchange for registered securities between the record date and the relevant
date for payment of interest will be surrendered without the coupon relating to
such date for payment of interest and interest accrued as of such date will not
be payable in respect of the registered security issued in exchange for such
bearer security, but will be payable only to the holder of such coupon when due
in accordance with the terms of the indenture. Registered securities of any
series will be exchangeable into an equal aggregate principal amount of
registered securities of the same series (with the same interest rate and
maturity date) of different authorized denominations. Registered securities may
not be exchanged for bearer securities.
A
book-entry security may not be registered for transfer or exchange (other than
as a whole by the depository to a nominee or by such nominee to such depository)
unless
(a) the
depository or such nominee notifies us that it is unwilling or unable to
continue as depository,
(b) the
depository ceases to be qualified as required by the indenture,
(c) we
instruct the trustee in accordance with the indenture that such book-entry
securities shall be so registrable and exchangeable,
(d) there
shall have occurred and be continuing an event of default or an event which
after notice or lapse of time would be an event of default with respect to the
debt securities evidenced by such book-entry securities or
(e) there
shall exist such other circumstances, if any, as may be specified in the
applicable prospectus supplement.
Each
holder agrees to indemnify the Company and the trustee against any liability
that may result from the holder’s transfer, exchange or assignment a security in
violation of any provision of the indenture and/or applicable United States
Federal or state securities law. The trustee shall have no obligation
or duty to monitor, determine or inquire as to compliance with any restrictions
on transfer imposed under the indenture or under applicable law with respect to
any transfer of a security (including any transfers between or among depositary
participants or beneficial owners of interests in any global security) other
than to require delivery of such certificates and other documentation or
evidence as the indenture expressly requires.
No service
charge will be made for any transfer or exchange of the debt securities, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Unless we
indicate otherwise in the prospectus supplement, principal (and premium, if any)
will be payable and registered securities will be transferable at the corporate
trust office of the trustee or such other paying agent as we may appoint from
time to time, as specified in the applicable prospectus supplement. Unless other
arrangements are made, we will pay interest, if any, by checks mailed to the
holders of registered securities at their registered addresses. We will make
payment with respect to debt securities represented by a global security
registered in the name of a depository or its nominee to the depository or its
nominee, as the case may be, as the registered owner of the global security. To
the extent set forth in the prospectus supplement relating thereto, any bearer
securities and the coupons appertaining thereto will be payable against
surrender thereof, subject to any applicable laws and regulations, at the
offices of such paying agencies outside the United States as we may appoint from
time to time.
One or
more series of the debt securities may be issued as discounted debt securities
(bearing no interest or interest at a rate which at the time of issuance is
below market rates) to be sold at a substantial discount below their stated
principal amount. U.S. Federal income tax consequences and other special
considerations applicable to any such discounted debt securities will be
described in the prospectus supplement relating thereto.
Under the
indenture, we will have the ability to issue debt securities with terms
different from those of debt securities previously issued.
Certain
Covenants
Restrictions
on Secured Debt
If the
Company or any Restricted Subsidiary shall incur or guarantee any evidence of
indebtedness for money borrowed (“Debt”) secured by a mortgage, pledge or lien
(“Mortgage”) on any Principal Property of the Company or any Restricted
Subsidiary, or on any share of stock or Debt of any Restricted Subsidiary, the
Company will secure or cause such Restricted Subsidiary to secure all series of
the debt securities equally and ratably with (or, at the Company’s option, prior
to) such secured Debt, unless the aggregate amount of all such secured Debt,
together with all Attributable Debt with respect to sale and leaseback
transactions involving Principal Properties (with the exception of such
transactions which are excluded as described in “Restrictions on Sales and
Leasebacks” below), would not exceed 10% of Consolidated Net
Assets.
The above
restriction will not apply to, and there will be excluded from secured Debt in
any computation under such restrictions, Debt secured by
(a) Mortgages
on property of, or on any shares of stock or Debt of, any corporation existing
at the time such corporation becomes a Restricted Subsidiary,
(b) Mortgages
in favor of the Company or a Restricted Subsidiary,
(c) Mortgages
in favor of governmental bodies to secure progress, advance or other
payments,
(d) Mortgages
on property, shares of stock or Debt existing at the time of acquisition
thereof, including acquisition through merger or consolidation, and purchase
money and construction Mortgages which are entered into within specified time
limits,
(e) Mortgages
securing certain federal tax-exempt obligations issued by a state or local
government entity to finance the acquisition or construction of
property,
(f) mechanics
and similar liens arising in the ordinary course of business in respect of
obligations not due or being contested in good faith,
(g) Mortgages
arising from deposits with or the giving of any form of security to any
governmental authority required as a condition in the transaction of business or
exercise of any privilege, franchise or license,
(h) Mortgages
for taxes, assessments or governmental charges or levies which are not then due
or, if delinquent, are being contested in good faith,
(i) Mortgages,
including judgment liens, arising from legal proceedings being contested in good
faith and
(j) any
extension, renewal or refunding of any Mortgage referred to in the foregoing
clauses (a) through (i) inclusive.
Restrictions
on Sales and Leasebacks
Neither
the Company nor any Restricted Subsidiary may enter into any sale and leaseback
transaction involving any Principal Property, unless the aggregate amount of all
Attributable Debt with respect to such transactions plus all Debt secured by
Mortgages on Principal Properties (with the exception of secured Debt which is
excluded as described in “Restrictions on Secured Debt” above) would not exceed
10% of Consolidated Net Assets.
This
restriction will not apply to, and there shall be excluded from Attributable
Debt in any computation under such restriction, any sale and leaseback
transaction if
(a) the
lease is for a period, including renewal rights, of not in excess of five
years,
(b) the
sale or transfer of the Principal Property is made within a specified period
after its acquisition or construction,
(c) the
lease secures or relates to certain federal tax-exempt obligations issued by a
state or local government entity to finance the acquisition or construction of
property,
(d) the
transaction is between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries or
(e) the
Company or such Restricted Subsidiary, within 180 days after the sale is
completed, applies to the retirement of Funded Debt of the Company or a
Restricted Subsidiary, or to the purchase of other property which will
constitute Principal Property of a value at least equal to the value of the
Principal Property leased, an amount not less than the greater of
(1) the
net proceeds of the sale of the Principal Property leased or
(2) the
fair market value of the Principal Property leased.
In lieu of
applying proceeds to the retirement of Funded Debt, debentures or notes
(including the debt securities) of the Company or a Restricted Subsidiary may be
surrendered to the applicable trustee for cancellation at a value equal to the
principal amount thereof or the Company or a Restricted Subsidiary may credit
the principal amount of Funded Debt voluntarily retired within 180 days after
such sale.
Unless
otherwise indicated in a prospectus supplement, the covenants contained in the
indenture and the debt securities would not necessarily afford holders of the
debt securities protection in the event of a highly leveraged or other
transaction involving the Company that may adversely affect holders of debt
securities.
Certain
Definitions
“Attributable
Debt” means, as to any particular lease under which any Person is at the time
liable and at any date as of which the amount thereof is to be determined, the
total net amount of rent required to be paid by such Person under such lease
during the remaining primary term thereof, discounted from the respective due
dates thereof to such date at the actual percentage rate inherent in such
arrangements as determined in good faith by the Company. The net amount of rent
required to be paid under any such lease for any such period shall be the
aggregate amount of the amount payable by the lessee with respect to such period
after excluding amounts required to be paid on account of maintenance and
repairs, insurance, taxes, assessments, water rates and similar charges. In the
case of any lease which is terminable by the lessee upon the payment of a
penalty, such net amount shall also include the amount of such penalty, but no
rent shall be considered as required to be paid under such lease subsequent to
the first date upon which it may be terminated.
“Consolidated
Net Assets” means total assets after deducting therefrom all current liabilities
as set forth on the most recent balance sheet of the Company and its
consolidated subsidiaries and computed in accordance with generally accepted
accounting principles.
“Funded
Debt” means (a) all indebtedness for money borrowed having a maturity of more
than 12 months from the date as of which the determination is made or having a
maturity of 12 months or less but by its terms being renewable or extendable
beyond 12 months from such date at the option of the borrower and (b) rental
obligations payable more than 12 months from such date under leases which are
capitalized in accordance with generally accepted accounting principles (such
rental obligations to be included as Funded Debt at the amount so
capitalized).
“Person”
means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
“Principal
Property” means any manufacturing or processing plant or warehouse owned at the
date hereof or hereafter acquired by the Company or any Restricted Subsidiary of
the Company which is located within the United
States of
America and the gross book value (including related land and improvements
thereon and all machinery and equipment included therein without deduction of
any depreciation reserves) of which on the date as of which the determination is
being made exceeds 2% of Consolidated Net Assets other than (a) any property
which in the opinion of the board of directors is not of material importance to
the total business conducted by the Company as an entirety or (b) any portion of
a particular property which is similarly found not to be of material importance
to the use or operation of such property.
“Restricted
Subsidiary” means a subsidiary of the Company (a) substantially all the property
of which is located, or substantially all the business of which is carried on,
within the United States of America and (b) which owns a Principal Property, but
does not include a subsidiary of the Company engaged primarily in the
development and sale or financing of real property.
Merger
and Consolidation
The
Company will not merge or sell, convey, transfer or lease all or substantially
all of its assets unless the successor Person is the Company or another Person
that assumes the Company’s obligations on the debt securities and under the
indenture and, after giving effect to such transaction, the Company or the
successor Person would not be in default under the indenture.
Events
of Default
The
indenture defines “events of default” with respect to the debt securities of any
series as being one of the following events:
|
(a)
|
default
in the payment of any installment of interest on that series for 30 days
after becoming due;
|
|
(b)
|
default
in the payment of principal (or premium, if any) on that series when
due;
|
|
(c)
|
default
in the performance of any other covenant with respect to the debt
securities of that series or in the indenture (other than a covenant
included in the indenture solely for the benefit of any series of debt
securities other than that series) continued for 90 days after
notice;
|
|
(d)
|
certain
events of bankruptcy, insolvency or reorganization;
and
|
|
(e)
|
any
other event of default provided with respect to debt securities of that
series.
|
The
indenture contains no events of default or other provisions which specifically
afford holders of the debt securities protection in the event of a highly
leveraged transaction.
If an
event of default shall occur and be continuing with respect to the debt
securities of any series, either the trustee or the holders of at least 25% in
principal amount of the debt securities of that series then outstanding may
declare the principal (or such portion thereof as may be specified in the
prospectus supplement relating to such series) of the debt securities of such
series and the accrued interest thereon, if any, to be due and payable. The
indenture provides that the trustee shall, within 90 days after the occurrence
of a default known to a responsible officer of the trustee, give the holders of
debt securities notice of all uncured defaults known to it (the term “default”
to mean the events specified above without grace periods); provided that, except
in the case of default in the payment of principal of or interest on any debt
security, the trustee shall be protected in withholding such notice if it in
good faith determines the withholding of such notice is in the interest of the
holders of debt securities. At any time after such declaration of acceleration
has been made, but before a judgment or decree for payment of the money due has
been obtained by the trustee, the holders of a majority in principal amount of
the debt securities of that series then outstanding, by written notice to the
Company and the trustee, may, in certain circumstances, rescind and annul such
declaration.
The
Company will furnish to the trustee annually a statement by certain officers of
the Company to the effect that to the best of their knowledge the Company is not
in default in the fulfillment of any of its obligations under the
indenture
or, if there has been a default in the fulfillment of any such obligation,
specifying each such default. In addition, so long as any of the debt
securities are outstanding, the Company shall, within five business days of the
chief financial officer, the treasurer or the controller of the Company
obtaining actual knowledge of a default or event of default with respect to the
debt securities, deliver to the trustee an Officers’ Certificate specifying such
default or event of default.
The
holders of a majority in principal amount of the outstanding debt securities of
any series will have the right, subject to certain limitations, to direct the
time, method and place of conducting any proceeding for any remedy available to
the trustee or exercising any trust or power conferred on the trustee with
respect to the debt securities of such series, and to waive certain defaults
with respect thereto. The indenture will provide that in case an event of
default shall occur and be continuing, the trustee shall exercise such of its
rights and powers under the indenture, and use the same degree of care and skill
in its exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs. Subject to such provisions, the trustee will
be under no obligation to exercise any of its rights or powers under the
indenture at the request of any of the holders of debt securities unless they
first shall have offered to the trustee reasonable security or indemnity against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request.
Modification
of the Indenture and Waiver
The
indenture provides that the Company and the trustee may enter into supplemental
indentures without the consent of the holders of the debt securities
to:
(a) evidence
the assumption by a successor corporation of the obligations of the
Company,
(b) add
covenants for the protection of the holders of debt securities,
(c) add
any additional events of default,
(d) cure
any ambiguity or correct any inconsistency in the indenture,
(e) establish
the form or terms of debt securities of any series,
(f) secure
the debt securities and related coupons, if any, and
(g) evidence
the acceptance of appointment by a successor trustee.
With
certain exceptions, the indenture may be modified or amended with the consent of
the holders of not less than a majority in principal amount of the outstanding
debt securities of each series affected by the modification; provided, however,
that no such modification or amendment may be made, without the consent of the
holder of each debt security affected, which would, among other
things,
(a) reduce
the principal amount of or the interest on any debt security, change the stated
maturity of the principal of, or any installment of interest on, any debt
security or the other terms of payment thereof,
(b) reduce
the above-stated percentage of debt securities, the consent of the holders of
which is required to modify or amend the indenture, or the percentage of debt
securities of any series, the consent of the holders of which is required to
waive certain past defaults,
(c) change
any obligation of the Company to maintain an office or agency in the places and
for the purposes specified in Section 10.02 of the indenture. or
(d) modify
any of the provisions referred to in clauses (a), (b) and (c) above or
clauses (a) and (b) below, except to increase the percentages referred
to below or to provide that certain other provisions of the indenture cannot be
modified or waived without the consent of the holder of each outstanding debt
security affected thereby.
The
holders of at least a majority in principal amount of the debt securities of
each series outstanding may, on behalf of the holders of all the debt securities
of that series, waive, insofar as that series is concerned, (a) compliance by
the Company with certain restrictive provisions of the indenture and (b) any
past default under the indenture, except a default (1) in the payment of
principal of (and premium, if any) or any interest on any debt security of such
series and (2) in respect of a covenant, or provision of the indenture which
cannot be modified or amended without the consent of the holder of each debt
security of such series outstanding affected.
Defeasance
and Discharge
The
indenture provides that the Company may specify that, with respect to the debt
securities of a certain series, it will be discharged from any and all
obligations in respect of such debt securities (except for certain obligations
to register the transfer or exchange of debt securities, to replace stolen, lost
or mutilated debt securities, to maintain paying agencies and hold monies for
payment in trust and, if so specified with respect to the debt securities of a
certain series, to pay the principal of (and premium, if any) and interest, if
any, on such specified debt securities) upon the deposit with the trustee, in
trust, of money and/or U.S. government obligations which through the payment of
interest and principal thereof in accordance with their terms will provide money
in an amount sufficient to pay any installment of principal (and premium, if
any) and interest, if any, on and any mandatory sinking fund payments in respect
of such debt securities on the stated maturity of such payments in accordance
with the terms of the indenture and such debt securities. If so specified with
respect to the debt securities of a series, such a trust may only be established
if establishment of the trust would not cause the debt securities of any such
series listed on any nationally recognized securities exchange to be de-listed
as a result thereof. Also, if so specified with respect to a series of debt
securities, such establishment of such a trust may be conditioned on the
delivery by the Company to the trustee of an opinion of counsel (who may be
counsel to the Company) to the effect that, based upon applicable U.S. Federal
income tax law or a ruling published by the United States Internal Revenue
Service, such a defeasance and discharge will not be deemed, or result in, a
taxable event with respect to holders of such debt securities. The designation
of such provisions, U.S. Federal income tax consequences and other
considerations applicable thereto will be described in the prospectus supplement
relating thereto.
Concerning
the Trustee
We have
appointed The Bank of New York Mellon as the trustee under the indenture and as
initial security registrar with regard to the debt securities.
We may
remove the trustee with or without cause if we so notify the trustee six months
in advance and if no event of default occurs during the six-month
period.
Unless
otherwise disclosed in the prospectus supplement, the validity of the debt
securities offered hereby will be passed upon for us by Linda Lipscomb, our Vice
President-Legal, as to New Jersey law, and by Davis Polk & Wardwell, New
York, New York, as to New York law. Ms. Lipscomb beneficially owns or
has rights to acquire an aggregate of less than 1% of the outstanding shares of
our common stock.
The
financial statements and management’s assessment of the effectiveness of
internal control over financial reporting (which is included in Management’s
Report on Internal Control over Financial Reporting) incorporated in this
prospectus by reference to the Annual Report on Form 10-K of Campbell Soup
Company for the fiscal year ended August 3, 2008, have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, an independent registered
public accounting firm, given on the authority of said firm as experts in
auditing and accounting.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
|
Item
14.
|
Other Expenses of Issuance and
Distribution
|
The
expenses in connection with the issuance and distribution of the securities
being registered hereby, other than underwriting discounts and commissions, are
as follows. All of such expenses will be borne by the
registrant.
|
Amount
to be Paid
|
||||
|
SEC
registration fee
|
$ | * | ||
|
Accounting
fees and expenses
|
** | |||
|
Legal
fees and expenses
|
** | |||
|
Printing
and engraving costs
|
** | |||
|
Fees
and expenses of trustee
|
** | |||
|
Rating
agencies’ fees
|
** | |||
|
Miscellaneous
|
** | |||
|
TOTAL
|
$ | ** | ||
|
*
|
Omitted
because a portion of the registration fee is being deferred pursuant to
Rule 456(b). As noted on the facing page of this registration
statement, the registrant is including in this registration statement
$300,000,000 of debt securities covered by the registrant’s previous
Registration Statement on Form S-3 (File No. 333-90036) that remain unsold
as of the date hereof. Filing fees in the amount of $27,600
were previously paid in respect of such unsold debt
securities. Pursuant to Rule 415(a)(6), such previously paid
filing fees will continue to be applied to such unsold
securities.
|
|
**
|
Not
presently known.
|
|
Item
15.
|
Indemnification of Directors
and Officers
|
Section
3-5 of the New Jersey Business Corporation Act sets forth the extent to which
officers and directors of the registrant may be indemnified against any
liabilities which they may incur in their capacity as such. The registrant's
By-Laws provide for the indemnification of directors and officers of the
registrant against liabilities arising by reason of being a director or officer
of the registrant, including liabilities arising under the Securities
Act.
The
directors and officers of the registrant and its subsidiaries are insured
(subject to certain exceptions and deductions) against liabilities which they
may incur in their capacity as such, including liabilities under the Securities
Act, under liability insurance policies carried by the registrant.
|
Item
16.
|
Exhibits
|
|
1
|
Form
of Underwriting Agreement.
|
|
|
4(a
|
)
|
Indenture
dated as of November 24, 2008 between the registrant and The Bank of New
York Mellon, as trustee.
|
|
4(b
|
)
|
Form
of Security, included in Exhibit 4(a).
|
|
5
|
Opinion
and consent of Linda Lipscomb, Vice President–Legal of the
registrant.
|
|
|
12
|
Computation
of Ratio of Earnings to Fixed
Charges.
|
|
23(a
|
)
|
Consent
of PricewaterhouseCoopers LLP.
|
|
23(b
|
)
|
Consent
of Linda Lipscomb, included in Exhibit 5.
|
|
24
|
Powers
of Attorney.
|
|
|
25
|
Form
T-1 Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939.
|
|
Item
17.
|
Undertakings
|
|
|
(a)
|
The
undersigned registrant hereby
undertakes:
|
(1) To
file, during any period in which offers or sales are being made of securities
registered hereby, a post-effective amendment to this registration
statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set forth in
the “Calculation of Registration Fee” table in the effective registration
statement;
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided, however, that
paragraphs (i), (ii) and (iii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Securities and Exchange
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That,
for the purpose of determining liability under the Securities Act of
1933 to
any purchaser:
(A) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement;
and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x)
for the purpose of providing the information required by Section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in
Rule 430B, for liability purposes of the issuer and any person that is at
that date an underwriter, such date shall be deemed to be a new effective date
of the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof. Provided,
however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date.
(5) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the
securities:
The
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
|
|
(b)
|
The
undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
registrant’s annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
|
|
|
(c)
|
Insofar
as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in
|
II-3
connection
with the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Camden, State of New Jersey, on the 24th of November, 2008.
|
CAMPBELL
SOUP COMPANY
|
||
|
By:
|
/s/
B. Craig Owens
|
|
|
B.
Craig Owens
|
||
|
Senior
Vice President - Chief Financial Officer
and
Chief Administrative Officer
(Principal
Financial Officer)
|
||
|
Signature
|
Title
|
Date
|
||
|
*
|
||||
|
Douglas
R. Conant
|
President,
Chief Executive Officer and Director (Principal Executive
Officer)
|
November
24, 2008
|
||
|
*
|
||||
|
Harvey
Golub
|
Chairman
and Director
|
November
24, 2008
|
||
|
*
|
||||
|
Edmund
M. Carpenter
|
Director
|
November
24, 2008
|
||
|
*
|
||||
|
Paul
R. Charron
|
Director
|
November
24, 2008
|
||
|
*
|
||||
|
Bennett
Dorrance
|
Director
|
November
24, 2008
|
||
|
*
|
||||
|
Randall
W. Larrimore
|
Director
|
November
24, 2008
|
||
|
*
|
||||
|
Mary
Alice D. Malone
|
Director
|
November
24, 2008
|
|
Signature
|
Title
|
Date
|
||
|
*
|
||||
|
Sara
Mathew
|
Director
|
November
24, 2008
|
||
|
*
|
||||
|
David
C. Patterson
|
Director
|
November
24, 2008
|
||
|
*
|
||||
|
Charles
R. Perrin
|
Director
|
November
24, 2008
|
||
|
*
|
||||
|
A.
Barry Rand
|
Director
|
November
24, 2008
|
||
|
*
|
||||
|
George
Strawbridge, Jr.
|
Director
|
November
24, 2008
|
||
|
*
|
||||
|
Les
C. Vinney
|
Director
|
November
24, 2008
|
||
|
*
|
||||
|
Charlotte
C. Weber
|
Director
|
November
24, 2008
|
||
|
/s/
B. Craig Owens
|
||||
|
B.
Craig Owens
|
Senior
Vice President - Chief Financial Officer and Chief Administrative
Officer
(Principal
Financial Officer)
|
November
24, 2008
|
||
|
/s/
Anthony P. DiSilvestro
|
||||
|
Anthony
P. DiSilvestro
|
Vice
President – Controller
(Principal
Accounting Officer)
|
November
24, 2008
|
|
*
By:
|
/s/
Ellen Oran Kaden
|
|
|
Ellen
Oran Kaden
|
||
|
Senior
Vice President – Law and Government
Affairs,
as Attorney-in-fact
|
EXHIBIT
INDEX
|
1
|
Form
of Underwriting Agreement.
|
|
|
4(a
|
)
|
Indenture
dated as of November 24, 2008 between the registrant and The Bank of New
York Mellon, as trustee.
|
|
4(b
|
)
|
Form
of Security, included in Exhibit 4(a).
|
|
5
|
Opinion
and consent of Linda Lipscomb, Vice President–Legal of the
registrant.
|
|
|
12
|
Computation
of Ratio of Earnings to Fixed
Charges.
|
|
23(a
|
)
|
Consent
of PricewaterhouseCoopers LLP.
|
|
23(b
|
)
|
Consent
of Linda Lipscomb, included in Exhibit 5.
|
|
24
|
Powers
of Attorney.
|
|
|
25
|
Form
T-1 Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939.
|
II-7