-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DMYzhrVY+IKWOQe+Y64XzzjLEHjEV/N9mMDcsgYQrDub8Lkh0lEL+mTI2/zrkQGE BlrH2RyyZNMX9I8iXPHQiA== 0000950159-96-000181.txt : 19960923 0000950159-96-000181.hdr.sgml : 19960923 ACCESSION NUMBER: 0000950159-96-000181 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960920 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAMPBELL SOUP CO CENTRAL INDEX KEY: 0000016732 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 210419870 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0729 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-07735 FILM NUMBER: 96632924 BUSINESS ADDRESS: STREET 1: CAMPBELL PL CITY: CAMDEN STATE: NJ ZIP: 08103 BUSINESS PHONE: 6093424800 MAIL ADDRESS: STREET 1: CAMPBELL PL CITY: CAMDEN STATE: NJ ZIP: 08103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DORRANCE JOHN T III /FA CENTRAL INDEX KEY: 0001023244 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: GREENWAY DRIVE STREET 2: PO BOX N7776 CITY: LYFORD CAY STATE: C5 MAIL ADDRESS: STREET 1: GREENWAY DRIVE STREET 2: PO BOX N7776 CITY: LYNFORD NASSAU STATE: C5 SC 13D/A 1 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 EX-99.1 2 OMB APPROVAL OMB Number: 3235-0145 Expires: August 31, 1991 Estimated average burden hours per response: 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* CAMPBELL SOUP COMPANY (Name of Issuer) CAPITAL STOCK, PAR VALUE $.15 PAR VALUE (Title of Class of Securities) 134429-10-9 (CUSIP Number) James W. Jennings, Esq. 2000 One Logan Square Philadelphia, PA 19103 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 9, 1989 (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 [X]. (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 6 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* 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA Number of Shares 7. SOLE VOTING POWER Beneficially Owned By 80 Each Reporting Person 8. SHARED VOTING POWER With 40,683,500 9. SOLE DISPOSITIVE POWER 520 10. SHARED DISPOSITIVE POWER 40,683,060 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,683,580 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.5% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer The class of equity securities to which this statement relates is the Capital Stock, par value $.15 per share (the "Shares"), of Campbell Soup Company, a New Jersey corporation (the "Company"), which has its principal executive offices at Campbell Place, Camden, New Jersey 08103-1799. Item 2. Identity and Background (a) The person filing this statement is a natural person whose name is John T. Dorrance III ("J.T. Dorrance III"). (b) J.T. Dorrance III's residence address is Ipy Limited, Devil's Tower, Wyoming 82714. (c) J.T. Dorrance III's principal occupation is owner and operator of Ipy Cattle Ranch in Devils Tower, Wyoming. (d) During the last five years J.T. Dorrance III has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years J.T. Dorrance III was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction by which as a result of such proceeding he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) J.T. Dorrance III is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration Not applicable. See Item 4 of this Schedule 13D. Item 4. Purpose of Transaction J.T. Dorrance III's father, John T. Dorrance, Jr. died on April 9, 1989. Upon Mr. Dorrance, Jr.'s death, the assets of a Trust under the Will of Dr. John T. Dorrance, Sr. (the "Dorrance Trust") became distributable in equal shares to Mary Alice Dorrance Malone, Bennett Dorrance and J.T. Dorrance III. After the death of John T. Dorrance, Jr., J.T. Dorrance III, as one of the Executors of Mr. Dorrance, Jr.'s estate, became the beneficial owner of 76,736 Shares in Mr. Dorrance, Jr.'s estate. Page 3 of 6 J.T. Dorrance III has no present plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company except in amounts that are not material; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Item 5. Interests in Securities of the Issuer. J.T. Dorrance III beneficially owns 40,683,580 Shares, or approximately 31.5% of the outstanding Shares. Of the 40,683,580 Shares beneficially owned by J.T. Dorrance III, he has voting power and dispositive power as follows: (a) J.T. Dorrance III has sole dispositive power and sole voting power over 80 Shares. (b) J.T. Dorrance III has sole dispositive power and shared voting power over 440 Shares that he contributed to the Major Shareholders' Voting Trust Dated September 8, 1987, as amended (the "Voting Trust"), which was formed by certain descendants of Dr. John T. Dorrance, Sr. (c) J.T. Dorrance III has shared dispositive power and shared voting power over 76,736 Shares that he holds as one of the Executors under the Will of John T. Dorrance, Jr., who died on April 9, 1989, of which 76,000 Shares have been contributed to the Voting Trust. J.T. Dorrance III disclaims beneficial ownership of such 76,736 Shares. Page 4 of 6 (d) J.T. Dorrance III has shared dispositive power and shared voting power over 40,606,324 Shares, which he holds as one of the Trustees of the Dorrance Trust. Upon the death of John T. Dorrance, Jr. the assets of the Dorrance Trust became distributable in equal amounts of 13,535,441 Shares to Mary Alice Dorrance Malone, Bennett Dorrance and J.T. Dorrance III. Prior to the death of John T. Dorrance, Jr., J.T. Dorrance III renounced a 5% interest in the assets that became distributable to him and transferred such interest, representing 676,772 Shares, to a guardianship account for the benefit of his minor children. J.T. Dorrance III disclaims beneficial ownership of such 676,772 Shares. J.T. Dorrance III, as a Trustee of the Dorrance Trust which holds 40,606,324 Shares, including the 13,535,441 Shares referred to above, may be considered the beneficial owner of the entire number of such Shares, but disclaims beneficial ownership thereof except as to the 12,858,669 Shares he will receive outright upon distribution of the Dorrance Trust. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer (a) Dorrance Trust. As a Trustee of the Dorrance Trust, J.T. Dorrance III has shared dispositive power and shared voting power over 40,606,324 Shares held in the Dorrance Trust. The other Trustees of the Dorrance Trust are Mary Alice Dorrance Malone, Bennett Dorrance, W.B. Murphy and Chemical Bank (New Jersey) N.A. As a result of the death of John T. Dorrance, Jr. on April 9, 1989, the Dorrance Trust will be terminated within one to two years, at which time J.T. Dorrance III will receive 12,858,669 Shares to be distributed out of the Dorrance Trust. After the termination of the Dorrance Trust, J.T. Dorrance III will no longer hold an interest in the remaining 27,747,655 Shares to be distributed out of the Dorrance Trust. See Item 5(d) of this Schedule 13D. (b) Voting Trust. Shares held by the Voting Trust are voted by Trustees of the Voting Trust in accordance with the terms of the Voting Trust Agreement dated September 8, 1987, as amended (the "Voting Trust Agreement"), a copy of which is filed hereto as Exhibit A and incorporated herein by reference. J.T. Dorrance III is not a Trustee of the Voting Trust. The Voting Trust continues for ten years. Stockholders retain sole dispositive power to Shares Page 5 of 6 they contribute to the Voting Trust. J.T. Dorrance III, as well as any other stockholder who joins the Voting Trust, may withdraw his Shares during certain periods and under certain circumstances as set forth in the Voting Trust Agreement. Item 7. Material to Be Filed as Exhibits Exhibit A Major Shareholders' Voting Trust Agreement, dated September 8, 1987, as amended. 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: May __, 1989 /s/ John T. Dorrance III Signature John T. Dorrance III Name Page 6 of 6 EX-99.2 3 OMB APPROVAL OMB Number: 3235-0145 Expires: August 31, 1991 Estimated average burden hours per response: 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* CAMPBELL SOUP COMPANY (Name of Issuer) CAPITAL STOCK, PAR VALUE $.15 PER SHARE (Title of Class of Securities) 134429-10-9 (CUSIP Number) E.A. Dominianni, Esq. c/o Coudert Brothers 200 Park Avenue, New York, NY 10166 (212) 880-4430 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 21, 1989 (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). Page 1 of 8 Pages SCHEDULE 13D CUSIP No. 134429-10-9 Page 2 of 8 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* 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA Number of Shares 7. SOLE VOTING POWER Beneficially Owned By 7,957,250 Each Reporting Person 8. SHARED VOTING POWER With 16,750,826 9. SOLE DISPOSITIVE POWER 7,957,250 10. SHARED DISPOSITIVE POWER 16,750,826 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,708,076 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.1% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! This Statement, constituting Amendment No. 1 to the Statement on Schedule 13D filed by John T. Dorrance III with the Securities and Exchange Commission and relating to the Capital Stock of Campbell Soup Company, amends and restates such original Statement on Schedule 13D in its entirety. Item 1. Security and Issuer. The class of equity securities to which this Statement relates is the Capital Stock, par value $.15 per share (the "Shares"), of Campbell Soup Company, a New Jersey corporation (the "Company"), which has its principal executive offices at Campbell Place, Camden, New Jersey 08103-1799. Item 2. Identity and Background. This Statement is being filed by John T. Dorrance III, a United States citizen, whose residence address is Ipy Limited, Devils Tower, Wyoming 82714, and whose principal occupation is owner and operator of Ipy Cattle Ranch in Devils Tower, Wyoming. During the last five years, J.T. Dorrance III (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Not applicable. See Item 4 of this Statement. Item 4. Purpose of Transaction. John T. Dorrance, Jr., the father of John T. Dorrance III, died on April 9, 1989. Upon the death of John T. Dorrance, Jr., the assets of a Trust under the Will of Dr. John T. Dorrance, Sr. (the "Dorrance Trust"), which assets included 40,606,324 Shares, became distributable, in part, to John T. Dorrance III, who is also a Trustee of the Dorrance Trust. On or about December 21, 1989, an initial distribution aggregating 23,932,234 Shares is being made from the Dorrance Trust, of which distribution John T. Dorrance III is receiving 7,956,730 Shares. See Items 5 and 6 below. After the death of John T. Dorrance, Jr., John T. Dorrance III, as one of the Executors of the estate of John T. Dorrance, Jr. (the "Estate"), also became a beneficial owner of 76,736 Shares held by the Estate. See Item 5 below. Bennett Dorrance, the brother of John T. Dorrance III, and Mary Page 3 of 8 Pages Alice Dorrance Malone, the sister of John T. Dorrance III, also serve as Trustees of the Dorrance Trust and as Executors of the Estate. John T. Dorrance III had also deposited certain Shares in the Major Stockholders' Voting Trust (the "Voting Trust"), established by the Voting Trust Agreement dated September 8, 1987 (the "Voting Trust Agreement"), which Voting Trust was terminated on December 14, 1989. As a result of the termination of the Voting Trust, all of the Shares previously deposited in the Voting Trust by him or on his behalf (aggregating 76,440 Shares, including 76,000 Shares held by the Estate) will now be voted independently by him, either individually or, in the case of the 76,000 Shares held by the Estate, together with the other Executors of the Estate. Reference is made to Amendment No. 3 dated December 15, 1989 to the Schedule 13D filed with the Securities and Exchange Commission by the Trustees of the Voting Trust for further information concerning the termination of the Voting Trust. John T. Dorrance III, Bennett Dorrance and Mary Alice Dorrance Malone (collectively, the "Dorrances") have communicated and intend to continue to communicate with each other on a regular basis concerning their individual objectives in respect of their current equity positions in the Company. As communicated to each other, these objectives include retaining their respective equity interests in the Company for the long-term and furthering a common objective of promoting the long-term growth of the Company. With the election of Mary Alice Dorrance Malone to the Board on December 20, 1989, at the present time each of the Dorrances serves as a member of the Board of Directors of the Company. In addition to the discussions which John T. Dorrance III has had with Bennett Dorrance and Mary Alice Dorrance Malone, John T. Dorrance III, as well as Bennett Dorrance and Mary Alice Dorrance Malone, have had discussions with members of other branches of the John T. Dorrance, Sr. family and others, who individually have substantial equity interests in the Company, concerning their objectives and goals in the context of their respective participations in the Company. While there are no agreements or understandings, John T. Dorrance III intends to continue such discussions in order to exchange views with some or all of the other family members or other major shareholders concerning their respective objectives and goals for the Company. John T. Dorrance III intends to continue his equity participation in the Company and is committed to seeking to positively influence, through his participation on the Board of Directors, the maintenance of the Company as an independent concern, as well as the future direction and internal growth of the Company, with the goal of maximizing the long-term value of the Company's Shares for the benefit of all shareholders of the Company. Page 4 of 8 Pages John T. Dorrance III intends to continue to consult with Bennett Dorrance and Mary Alice Dorrance Malone on a regular basis concerning their respective investments in the Company and concerning their views in respect of any proposals which may be made concerning the Company. As co-Executors of the Estate, and as co-Trustees of the Dorrance Trust, the Dorrances have been jointly conferring, in their fiduciary capacities, in respect of voting the Shares held in the Estate and in the Dorrance Trust. With respect to the Shares which may be received by John T. Dorrance III as a result of distributions from the Estate or the Trust, it is his current intention to continue to discuss with the other Dorrances the manner in which they would intend to vote their individual Shares, although there is no understanding or agreement that any of them will be bound to vote as the others vote in respect of any matter which may be brought before the shareholders of the Company. While John T. Dorrance III intends to continue to confer regularly with Bennett Dorrance and Mary Alice Dorrance Malone concerning their respective investments in the Company, there are no agreements or understandings among them relating to the acquisition or disposition of any Shares, nor are there any agreements or understandings among them that they will, in fact, act in concert in respect of any particular matter. Accordingly, John T. Dorrance III disclaims that a group has been formed with Bennett Dorrance, Mary Alice Dorrance Malone or any other person within the meaning of Rule 13d-5 promulgated under the Securities Exchange Act of 1934. John T. Dorrance III may increase his equity ownership in the Company, by way of open market or privately-negotiated purchases of additional Shares, if such Shares become available on appropriate terms. Except as discussed above in this Item 4 and except for his consideration of proposals which may come before the Board of Directors of the Company from time to time, John T. Dorrance III has no present plans or proposals (but he reserves the right to develop such plans and proposals) which relate to or would result in any of the following actions: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) a change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; Page 5 of 8 Pages (e) a material change in the present capitalization or dividend policy of the Company; (f) a material change in the Company's business or corporate structure; (g) changes in the Company's by-laws or charter or other action which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to those enumerated in (a) through (i) above. Item 5. Interests in Securities of the Issuer. As of the date hereof, John T. Dorrance III may be deemed to beneficially own 24,708,076 Shares, or approximately 19.1% of the outstanding Shares, in respect of which he has dispositive power and voting power as follows: (i) 7,957,250 Shares -- sole dispositive power and sole voting power (including 7,956,730 Shares being received on or about December 21, 1989 as a distribution from the Dorrance Trust and 440 Shares previously held in the Voting Trust). (ii) 76,736 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. Of these Shares, 76,000 Shares were previously held in the Voting Trust. John T. Dorrance III disclaims beneficial ownership of such 76,736 Shares. (iii) 16,674,090 Shares -- shared dispositive power and shared voting power. John T. Dorrance III holds these Shares as one of the Trustees of the Dorrance Trust. Upon the death of John T. Dorrance, Jr., the assets of the Dorrance Trust became distributable in equal amounts of 13,535,441 Shares to John T. Dorrance III, Bennett Dorrance and Mary Alice Dorrance Malone. Prior to the death of John T. Dorrance, Jr., John T. Dorrance III renounced a 5% interest in the assets of the Dorrance Trust that became distributable to him and transferred such interest to Page 6 of 8 Pages guardianship accounts for the benefit of his minor children. However, until distribution of the remaining Shares and other assets in the Dorrance Trust, the number of Shares, if any, which will be transferred to such guardianship accounts is not ascertainable. John T. Dorrance III, as a Trustee of the Dorrance Trust, may be considered a beneficial owner of the entire 16,674,090 Shares remaining in the Dorrance Trust, but disclaims beneficial ownership thereof except as to the remaining Shares he will receive outright upon the complete distribution of the Dorrance Trust (see Item 6 below). Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. As a Trustee of the Dorrance Trust, John T. Dorrance III, Bennett Dorrance and Mary Alice Dorrance Malone currently have shared dispositive power and shared voting power over the 16,674,090 Shares remaining in the Dorrance Trust. The other Trustees of the Dorrance Trust are W.B. Murphy and Chemical Bank (New Jersey) N.A. It is currently anticipated that the distribution of all of the Shares remaining in the Dorrance Trust will be completed early in 1990. After the final distribution of such Shares by the Dorrance Trust, each of John T. Dorrance III, Bennett Dorrance and Mary Alice Dorrance Malone will no longer have an interest in the Shares to be distributed to the others. John T. Dorrance III, Bennett Dorrance and Mary Alice Dorrance Malone also serve as Executors of the Estate, which holds 76,736 Shares. Item 7. Material to be Filed as Exhibits. (a) Power of Attorney granted by John T. Dorrance III in favor of Bennett Dorrance, Mary Alice Dorrance Malone and E.A. Dominianni. 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: December 21, 1989 /s/ John T. Dorrance III by: /s/ E.A. Dominianni John T. Dorrance III By: E.A. Dominianni Attorney-in-Fact Page 7 of 8 pages EX-99.3 4 OMB APPROVAL OMB Number: 3235-0145 Expires: August 31, 1991 Estimated average burden hours per response: 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* CAMPBELL SOUP COMPANY (Name of Issuer) CAPITAL STOCK, PAR VALUE $.15 PER SHARE (Title of Class of Securities) 134429-10-9 (CUSIP Number) E.A. Dominianni, Esq. c/o Coudert Brothers 200 Park Avenue, New York, NY 10166 (212) 880-4430 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 23, 1990 (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). Page 1 of 4 Pages SCHEDULE 13D CUSIP No. 134429-10-9 Page 2 of 4 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* 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA Number of Shares 7. SOLE VOTING POWER Beneficially Owned By 13,240,368 Each Reporting Person 8. SHARED VOTING POWER With 372,330 9. SOLE DISPOSITIVE POWER 13,240,368 10. SHARED DISPOSITIVE POWER 372,330 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,612,698 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.5% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! This statement, constituting Amendment No. 2 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 $.15 per share (the "Shares"), of Campbell Soup Company (the "Company"), amends Amendment No. 1 to the Schedule 13D filed by John T. Dorrance III on December 21, 1989 as follows. Unless otherwise noted, all defined terms herein are as defined in Amendment No. 1 to the Schedule 13D. Item 5. Interest in Securities of the Issuer. On January 23, 1990, a final distribution of 16,674,090 Shares was made from the assets of a Trust under the will of John T. Dorrance, Sr. (the "Dorrance Trust"), which assets became distributable, in part, to John T. Dorrance III, who is a Trustee of the Dorrance Trust. John T. Dorrance III received 5,283,118 Shares from the Dorrance Trust by way of this distribution. Bennett Dorrance and Mary Alice Dorrance Malone, the brother and sister of John T. Dorrance III, also serve as Trustees of the Dorrance Trust and received 5,283,118 Shares and 5,509,389 Shares, respectively, by way of this final distribution of Shares from the Dorrance Trust. As of the date hereof, John T. Dorrance III may be deemed to beneficially own 13,612,698 Shares, or approximately 10.5% of the outstanding Shares, in respect of which he has dispositive power and voting power as follows: (i) 13,240,368 Shares -- sole dispositive power and sole voting power (including the 5,283,118 Shares received on January 23, 1990 as a distribution from the Dorrance Trust). (ii) 295,594 Shares -- sole dispositive power and sole voting power. John T. Dorrance III holds these Shares as guardian for the special guardianship accounts for the benefit of his minor children. These Shares were distributed from the Dorrance Trust and John T. Dorrance III disclaims beneficial ownership of such 295,594 Shares. (iii) 76,736 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 76,736 Shares. Item 7. Material to be Filed as Exhibits. (a) Power of Attorney granted by John T. Dorrance III in favor of Bennett Dorrance, Mary Alice Dorrance Malone and E. A. Dominianni, as filed with Amendment No. 1 to this Schedule 13D on December 21, 1989 is incorporated by reference. Page 3 or 4 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: January 26, 1990 /s/ John T. Dorrance III by: /s/ E.A. Dominianni John T. Dorrance III By: E.A. Dominianni Attorney-in-Fact Page 4 of 4 pages EX-99.4 5 OMB APPROVAL OMB Number: 3235-0145 Expires: August 31, 1991 Estimated average burden hours per response: 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* CAMPBELL SOUP COMPANY (Name of Issuer) CAPITAL STOCK, PAR VALUE $.15 PER SHARE (Title of Class of Securities) 134429-10-9 (CUSIP Number) E.A. Dominianni, Esq. c/o Coudert Brothers 200 Park Avenue, New York, N.Y. 10166 - (212) 880-4430 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 23, 1991 (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). Page 1 of 4 Pages SCHEDULE 13D CUSIP No. 134429-10-9 Page 2 of 4 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* 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA Number of Shares 7. SOLE VOTING POWER Beneficially Owned By 13,529,831 Each Reporting Person 8. SHARED VOTING POWER With 82,867 9. SOLE DISPOSITIVE POWER 13,529,831 10. SHARED DISPOSITIVE POWER 82,867 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,612,698 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! This Statement, constituting Amendment No. 3 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 $.15 per share (the "Shares"), of Campbell Soup Company (the "Company"), amends Amendments No. 1 and No. 2 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 5. Interest in Securities of the Issuer. On August 9, 1991, John T. Dorrance III gifted 6,131 Shares to the YPI Foundation. In addition, on August 23, 1991, John T. Dorrance III transferred 13,234,237 Shares previously held in his individual name to himself as Trustee under the John T. Dorrance III Revocable Deed of Trust dated June 26, 1991 (the "Revocable Deed of Trust"). Accordingly, as of the date hereof, John T. Dorrance III may be deemed to beneficially own 13,612,698 Shares, or approximately 10.7% of the outstanding Shares, in respect of which he has dispositive power and voting power as follows: (i) 13,234,237 Shares -- sole dispositive power and sole voting power. John T. Dorrance III holds these Shares as Trustee under the Revocable Deed of Trust. (ii) 295,594 Shares -- sole dispositive power and sole voting power. John T. Dorrance III holds these Shares as guardian for the special guardianship accounts for the benefit of his minor children. John T. Dorrance III disclaims beneficial ownership of such 295,594 Shares. (iii) 6,131 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 6,131 Shares. (iv) 76,736 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 76,736 Shares. Page 3 of 4 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: August 5, 1991 /s/ John T. Dorrance III John T. Dorrance III Page 4 of 4 Pages EX-99.5 6 OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form: 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* CAMPBELL SOUP COMPANY (Name of Issuer) CAPITAL STOCK, PAR VALUE $.075 PER SHARE (Title of Class of Securities) 134429-10-9 (CUSIP Number) E.A. Dominianni, Esq. c/o Coudert Brothers 200 Park Avenue, New York, New York 10166 - (212) 880-4430 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 20, 1992 (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* 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA Number of Shares 7. SOLE VOTING POWER Beneficially Owned By 27,060,376 Each Reporting Person 8. SHARED VOTING POWER With 165,734 9. SOLE DISPOSITIVE POWER 27,060,376 10. SHARED DISPOSITIVE POWER 165,734 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,226,110 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.8% 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. 4 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 and No. 3 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 previously stated in the Schedule 13D his intention to continue his substantial equity participation in the Company and indicated that he may increase such equity ownership if shares become available on appropriate terms. This Amendment to the Schedule 13D is being filed to add that Mr. Dorrance may also sell Shares from time to time to raise capital for personal purposes. Item 5. Interest in Securities of the Issuer. As of the date hereof, John T. Dorrance III may be deemed to beneficially own 27,226,110 Shares, or approximately 10.8% of the outstanding Shares, in respect of which he has dispositive power and voting power as follows: (i) 400 Shares -- sole dispositive power and sole voting power. John T. Dorrance III holds these Shares directly. (ii) 26,468,788 Shares -- sole dispositive power and sole voting power. John T. Dorrance III holds these Shares as Trustee under the John T. Dorrance III Revocable Deed of Trust dated June 26, 1991. (iii) 591,188 Shares -- sole dispositive power and sole voting power. John T. Dorrance III holds these Shares as guardian for the special guardianship accounts for the benefit of his minor children. John T. Dorrance III disclaims beneficial ownership of such 591,188 Shares. (iv) 12,262 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 12,262 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. 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: October 20, 1992 /s/ John T. Dorrance III John T. Dorrance III Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----