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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) JANUARY 30, 1995
[CAMPBELL SOUP COMPANY LOGO]
(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
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
ON JANUARY 30, 1995, CAMPBELL SOUP COMPANY ("CAMPBELL") COMPLETED THE
PURCHASE OF THE ASSETS AND BUSINESS OF PACE FOODS, LTD. ("PACE"),
PURSUANT TO THE PROVISIONS OF AN ASSET PURCHASE AGREEMENT DATED
JANUARY 30, 1995. THE TOTAL PURCHASE PRICE WAS APPROXIMATELY $1.1
BILLION IN CASH AND THE ASSUMPTION OF CERTAIN LIABILITIES AND WAS
DETERMINED BY ARMS' LENGTH NEGOTIATION BETWEEN CAMPBELL, PACE AND
PACE'S OWNER, CHRISTOPHER GOLDSBURY, JR. THE ASSETS INCLUDED CERTAIN
PROPERTY, EQUIPMENT, CONTRACTS, RECEIVABLES, TRADEMARKS AND INVENTORY
USED IN THE MANUFACTURE AND MARKETING OF MEXICAN SAUCES.
THE PURCHASE PRICE FOR THE PACE BUSINESS WAS FUNDED WITH THE
PROCEEDS OF COMMERCIAL PAPER BORROWINGS OF DIFFERENT MATURITIES AND
INTEREST RATES. AGGREGATE COMMERCIAL PAPER BORROWINGS FOR THE PACE
ACQUISITION WERE APPROXIMATELY $1 BILLION AS OF JANUARY 30, 1995. A
PORTION OF THESE BORROWINGS WILL BE REPLACED WITH A $300 MILLION
FIXED RATE TWO-YEAR EURONOTE ISSUE.
FOR A COMPLETE DESCRIPTION OF THE TERMS OF THE ACQUISITION AND
RELATED TRANSACTIONS, REFERENCE IS MADE TO THE ASSET PURCHASE
AGREEMENT AMONG CAMPBELL SOUP COMPANY, PACE FOODS LTD. AND
CHRISTOPHER GOLDSBURY, JR. ATTACHED AS EXHIBIT 2 TO THIS CURRENT
REPORT ON FORM 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
2(a) AND (b) PRO FORMA FINANCIAL INFORMATION
IT IS IMPRACTICABLE AT THIS TIME FOR CAMPBELL SOUP COMPANY
TO FILE, TOGETHER WITH THIS CURRENT REPORT, THE REQUIRED
FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL INFORMATION
WITH RESPECT TO THE ACQUISITION OF THE PACE BUSINESS.
ACCORDINGLY, CAMPBELL SOUP COMPANY HEREBY UNDERTAKES TO FILE
SUCH REQUIRED STATEMENTS AND INFORMATION BY AMENDMENT TO
THIS CURRENT REPORT ON FORM 8-K ON OR PRIOR TO APRIL 10,
1995.
(C) EXHIBITS (LISTED BY NUMBERS CORRESPONDING TO THE PROVISIONS OF
ITEM 601 OF REGULATION S-K)
(2) ASSET PURCHASE AGREEMENT DATED JANUARY 30, 1995, AMONG
CAMPBELL SOUP COMPANY, PACE FOODS, LTD. AND CHRISTOPHER
GOLDSBURY, JR.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF
1934, CAMPBELL SOUP COMPANY HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED.
CAMPBELL SOUP COMPANY
BY: /s/JOHN M. COLEMAN
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JOHN M. COLEMAN
SENIOR VICE PRESIDENT - LAW
AND PUBLIC AFFAIRS
DATE: FEBRUARY 9, 1995
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EXHIBIT INDEX
Exhibit No. Description
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2 Asset Purchase Agreement dated January 30, 1995, among
Campbell Soup Company, Pace Foods, Ltd. and Christopher
Goldsbury, Jr.