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, $0.0375 PAR VALUE
(Title of Class of Securities)
134429109
(CUSIP Number)
George Strawbridge, Jr.
3801 Kennett Pike, Building B-100
Wilmington, DE 19807
(302) 571-8322
With a Copy to:
Barton J. Winokur, Esq.
Martin Nussbaum, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
(212) 698-3500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 9, 2018
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).
CUSIP No. 134429109
| 1 |
Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only).
George Strawbridge, Jr. | ||
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a): x (b): ¨ | ||
| 3 |
SEC Use Only
| ||
| 4 |
Source of Funds (See Instructions)
OO | ||
| 5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ | ||
| 6 |
Citizenship or Place of Organization
United States | ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
416,948* | |
| 8 |
Shared Voting Power
7,906,721** | ||
| 9 |
Sole Dispositive Power
416,948* | ||
| 10 |
Shared Dispositive Power
7,906,721** | ||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,323,669 | ||
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
x | ||
| 13 |
Percent of Class Represented by Amount in Row (11)
2.8% | ||
| 14 |
Type of Reporting Person (See Instructions)
IN | ||
| * | The Reporting Person is the beneficial owner of 416,948 Shares (as defined below) held by certain trusts created for the benefit of his descendants for which he has sole voting and dispositive power (the “Irrevocable Trusts”). |
| ** | The Reporting Person is the beneficial owner of 7,906,721 Shares (as defined below) held by the Revocable Trust of George Strawbridge, Jr. dated January 21, 1991, as amended and restated on December 12, 2016 and as may be further amended from time to time (the “Revocable Trust”), of which he is one of two trustees. The other trustee is Barton Winokur. Voting and investment decisions require the approval of both trustees of the Revocable Trust. The Reporting Person retains the sole authority to amend or revoke the Revocable Trust including the sole authority to remove or replace Mr. Winokur. The principal business address of Mr. Winokur is Dechert LLP, Cira Centre, 2929 Arch Street, Philadelphia, PA 19104. Mr. Winokur is a partner at Dechert LLP. During the last five years, Mr. Winokur (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. Mr. Winokur is a citizen of the United States of America. |
| Item 1. | Security and Issuer |
This Schedule 13D relates to the capital stock, par value $.0375 (the “Capital Stock”), of Campbell Soup Company, a New Jersey corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 1 Campbell Place, Camden, New Jersey 08103.
| Item 2. | Identity and Background |
| (a) | The name of the reporting person is George Strawbridge, Jr. (the “Reporting Person”). |
| (b) | The principal business address of the Reporting Person is 3801 Kennett Pike, Building B-100, Wilmington, Delaware 19807. |
| (c) | The Reporting Person is a private investor who was formerly a member of the Board of Directors of the Issuer. |
| (d) (e) | During the last five years, the Reporting Person (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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) | The Reporting Person is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Person previously acquired the Shares (as defined below) through a combination of inheritance, compensation for his prior service on the Board of Directors of the Issuer and open market purchases.
| Item 4. | Purpose of Transaction |
The Reporting Person believes that the Issuer’s deeply flawed strategic plan and the execution of that plan have resulted in a substantial reduction in shareholder value and a significantly weakened company. For many months the Reporting Person has communicated his belief and concerns to members of the Issuer’s Board, and has repeatedly requested that the Board take action to rectify the situation. As recently as March 12, 2018, at the same time as the Issuer’s operations were declining precipitously, its shares having already declined dramatically from a year before and only a few months before the Issuer would report disastrous earnings, the Board reaffirmed its commitment to the “the continued execution of the current strategic approach as being in the best long term interest of the Issuer and its shareholders.” The directors also stated that they “disagreed with the potential strategic alternatives that the Reporting Person had raised,” and stated that the directors “do not believe that further dialogue on those subjects would be productive.” Since then the Board members have refused to engage in meaningful conversations with the Reporting Person; and the Board has taken no meaningful remedial action.
The Reporting Person has therefore reluctantly concluded that, unless the Board’s strategic review results in a new direction for the Issuer in which the Reporting Person can have confidence and can support, the only reasonable approach is to reconstitute the Board. Only a reconstituted Board, free of the need to defend past actions and other legacy issues, will be able to objectively explore all strategic alternatives, including a sale of the Issuer or other business combination, that would substantially increase the value of the Issuer’s shares.
The Reporting Person has agreed to act in concert with Third Point LLC (the “Management Company”) to engage in discussions and activities in this regard. That agreement is described in Item 6 of this Statement on Schedule 13D and attached as Exhibit 99.1. Accordingly, the Reporting Person, the Management Company and Daniel S. Loeb, the Chief Executive Offer of the Management Company (Mr. Loeb, together with the Management Company, the “Third Point Group”) may be deemed to be a group (the “Group”) for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”). The Third Point Group has undertaken to file a separate Schedule 13D pursuant to Rule 13d-1(k)(2) under the Act containing the required information. The Reporting Person assumes no responsibility for the information contained in such Schedule 13D filed by the Third Point Group. The Reporting Person expressly disclaims beneficial ownership of any securities of the Issuer acquired by the other members of the Group.
Other than the objective of making changes to the Issuer’s Board and the exploration of alternatives by a reconstituted Board as noted above, the Reporting Person has formulated no specific plans or proposals of the type described in paragraphs (a)-(j) of Item 4 of Schedule 13D.
The Reporting Person reserves the right to engage in transactions in securities of the Issuer, express his views to and/or meet with management or members of the Board, or communicate with other stockholders or third parties, in each case consistent with the Reporting Person’s investment objectives.
| Item 5. | Interest in Securities of the Issuer |
(a) As of the date hereof, the Reporting Person beneficially owns an aggregate of 8,323,669 shares of Capital Stock (of which he has the right to acquire the 7,906,721 shares in the Revocable Trust upon the revocation of the Revocable Trust) (the “Shares”). The Shares represent 2.8% of the Issuer’s Capital Stock outstanding. Percentages of the Capital Stock outstanding reported in this Schedule 13D are calculated based upon the 300,645,629 shares of Capital Stock outstanding as of May 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended April 29, 2018, filed by the Issuer with the Securities and Exchange Commission on June 5, 2018.
| (b) | 1. | Sole power to vote or direct vote: 416,948 Shares |
| 2. | Shared power to vote or direct vote: 7,906,721 Shares |
| 3. | Sole power to dispose or direct the disposition: 416,948 Shares |
| 4. | Shared power to dispose or direct the disposition: 7,906,721 Shares |
(c) No transactions were effected by the Reporting Person during the past 60 days.
(d) The Reporting Person and the Revocable Trust have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the shares of Capital Stock held in the Revocable Trust. With respect to the Irrevocable Trusts, such dividends and proceeds must be distributed in accordance with the instruments governing such trusts.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
On August 9, 2018, the Reporting Person entered into an agreement (the “Letter Agreement”) with the Management Company to coordinate certain efforts with respect to their investment in the Issuer. The Letter Agreement provides that the Management Company will take the lead on all activities related to the parties’ pursuit of representation on the Board of Directors of the Issuer including: (i) the selection of individuals to serve as directors of the Issuer; provided, that, (x) if requested by the Reporting Person, the Management Company will include three potential designees previously suggested by the Reporting Person, subject to the completion of due diligence, including background checks and entry, if appropriate, into customary nomination agreement, (y) the Management Company will designate the remaining designees subject to the reasonable review of, including a review of background checks by, the Reporting Person and (z) the Management Company will consider additional designee suggestions from the Reporting Person; (ii) the making, revising or withdrawing of any proposals to the Issuer regarding the conduct of its business, corporate governance matters (other than the designation of nominees for election to the Board), corporate transactions or otherwise; (iii) the conduct or settlement of any proxy contest, consent solicitation or similar actions involving the Issuer (other than the designation of nominees for election to the Board); (iv) the manner, form, content and timing of any communications with the Issuer as well as any public disclosures, public statements or other public communications, in each case relating to the Issuer, the Letter Agreement or the activities contemplated by the Letter Agreement (except to the extent such disclosure is required by applicable law); (v) the conduct of any litigation or investigation related to the Issuer or the activities contemplated by the Letter Agreement so long as, in each case, the Reporting Person is not a party thereto; and (vi) otherwise seeking to change or influence the management, directors, governing instruments, stockholders, policies or affairs of the Issuer.
If the Management Company decides to nominate directors for election at the Issuer’s 2018 Annual Meeting of Stockholders, the parties agreed to vote all Capital Stock with respect to which they have voting power in favor of the persons nominated by one or more affiliates of the Management Company to the Board of Directors of the Issuer at the Issuer’s 2018 Annual Meeting of Stockholders in accordance with the Letter Agreement (the “Actions”), and in favor of any procedural actions or matters related to giving effect to the Actions or required to effect the approval of the Actions (but in no event in contravention of any of the Actions). The Letter Agreement will terminate at the completion of the Issuer’s 2018 Annual Meeting, unless earlier terminated by mutual agreement of the parties. A copy of the Letter Agreement is attached as Exhibit 1 and incorporated herein by reference.
The information set forth under Item 4 above is incorporated herein by reference.
Except as described above in this Item 6, the Reporting Person does not have any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.
| Item 7. | Material to Be Filed as Exhibits |
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 9, 2018
| /s/ George Strawbridge, Jr. | ||
| George Strawbridge, Jr. |
Exhibit 99.1
AGREEMENT
THIS AGREEMENT, dated as of August 9, 2018, is by and between Third Point LLC (“Management Company”) and George Strawbridge, Jr. (“S”).
WHEREAS, the parties both believe that the value of the shares of capital stock (“Capital Stock”), $0.0375 par value, of Campbell Soup Company (the “Company”), could be substantially increased if the Company were prepared to entertain changes, likely under the guidance of a reconstituted Board of Directors; and
WHEREAS, the parties will seek to engage in private and public discussions with members of the Company’s board and management, and consider the designation of individuals to serve as directors of the Company.
NOW, THEREFORE, in consideration of the covenants and agreements set forth in this agreement, and for other good and valuable consideration the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the parties agree as follows:
| 1. | Coordinated Activities. Management Company will take the lead on all activities related to the parties’ pursuit of representation on the Board of Directors of the Company (the “Board”) including: (i) the selection of individuals to serve as directors of the Company; provided, that, (x) if requested by S, Management Company will include the three potential designees previously suggested by S, subject to the completion of due diligence, including background checks and entry, if appropriate, into customary nomination agreements, and (y) Management Company will designate the remaining designees subject to the reasonable review of, including a review of background checks by, S; provided, that Management Company will consider additional designee suggestions from S; (ii) the making, revising or withdrawing of any proposals to the Company regarding the conduct of its business, corporate governance matters (other than the designation of nominees for election to the Board), corporate transactions or otherwise; (iii) the conduct or settlement of any proxy contest, consent solicitation or similar actions involving the Company (other than the designation of nominees for election to the Board); (iv) the manner, form, content and timing of any communications with the Company as well as any public disclosures, public statements or other public communications, in each case relating to the Company, this agreement or the activities contemplated by this agreement (except to the extent such disclosure by S is required by a regulatory filing, but subject to Section 4 below); and (v) the conduct of any litigation or investigation related to the Company or the activities contemplated by this agreement so long as, in each case, S is not a party thereto; provided, however, that Management Company will not enter into any settlement or other agreement with the Company or its Board involving the governance of the Company (including board composition) or the pursuit of a corporate transaction involving the Company without the consent of S, unless the settlement or agreement includes the addition to the Company Board of directors designated by each party that are reasonably acceptable to both parties hereto. Management Company covenants and agrees to consult with S with respect to the form, content and timing of any communications with the Company or the taking of any of the other actions set forth in the foregoing sentence. Neither Management Company nor S will enter into any agreement, arrangement or understanding with any other person in connection with the holding, voting or disposition of Capital Stock; provided that notwithstanding the foregoing Management Company may enter into any such agreement, arrangement or understanding with its affiliates. S covenants and agrees to cooperate with Management Company in connection with the activities contemplated by this Section 1. |
| 2. | Voting of Capital Stock. If the Management Company decides to nominate directors for election at the 2018 Meeting, each party shall: |
| (a) | use reasonable best efforts so that it may vote all Capital Stock with respect to which it has sole voting power for the election as directors of nominees selected in accordance with this agreement at any meeting of Company shareholders or by action by written consent; and |
| (b) | on the Meeting Date, (w) attend the 2018 Meeting in person or by proxy such that all Capital Stock with respect to which such party has sole voting power is represented at such meeting, (x) at the 2018 Meeting, vote such Capital Stock in person or by proxy in favor of the persons nominated by one or more affiliates of Management Company to the Board of Directors of the Company in accordance with this agreement (the “Actions”), and in favor of procedural actions or matters related to giving effect to the Actions or required to effect the approval of the Actions (but in no event in contravention of any of the Actions). |
For purposes of this agreement, “Meeting Date” shall mean the date of the 2018 Meeting. “2018 Meeting” shall mean the next meeting of the shareholders of the Company called for the purpose of electing at least a majority of the directors and any special meeting of shareholders called for the purpose of electing directors before such meeting, and any adjournments or postponements thereof. For purposes of Section 2 of this agreement, S shall be deemed to have sole voting power of the Capital Stock held by the Revocable Trust of George Strawbridge, Jr. dated January 21, 1991, as amended and restated on December 12, 2016 and as may be further amended from time to time (the “Trust”).
| 3. | Communications. This agreement shall not restrict S’s ability to have discussions with family members and fiduciaries acting for their benefit or their respective advisors, provided, that (i) if S determines to send any written material in connection with such discussions, S will send only publicly available documents (or links thereto) or will otherwise provide Management Company with an opportunity to comment on any such written materials before the same are sent, and (ii) S will keep Management Company reasonably informed of any oral discussions that are relevant to the process. Except (i) for communications in accordance with the foregoing sentence and (ii) as required by law, S will not and will request that his wife and children do not, make any statements (a) which could reasonably be expected to be made public, (b) to Company officers or directors or to persons acting on behalf of such persons, in each case regarding the Company or S’s investment in the Company, without the prior written consent of the Management Company, which will not be unreasonably withheld. Each party shall reasonably promptly inform the other following any inquiry, outreach or other communication, including any, e-mail correspondence and telephone calls, from, or on behalf of, the Company, including any of its officers, directors, legal advisors, financial advisors or other representatives, that are relevant to the process. |
| 2 |
| 4. | Regulatory Reporting. The parties shall cooperate including providing the other party with not less than 24 hours prior notice (unless a shorter time is reasonably required by the circumstances) in connection with any regulatory filing that may be required to be made in connection with the matters contemplated by this agreement, including any filing made pursuant to Regulation 13D under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The parties will file their own Schedule 13D in the event any group formed hereunder is required to make such filing. Each of the parties agrees that it shall be responsible for the completeness and accuracy of the information concerning it contained in any filing pursuant to Section 13(d), Section 14(a) or Section 16 of the Exchange Act and hereby agrees to indemnify the other party, from and against any losses, damages, costs, expenses (including any reasonable and documented attorneys’ fees), fines, penalties, disbursements and amounts paid in settlement arising out of any failure with respect to the completeness or accuracy of such information. |
| 5. | Termination. This agreement will terminate at the completion of the 2018 Meeting (including any adjournment or postponement thereof), unless earlier terminated by mutual written agreement of the parties. Notwithstanding anything to the contrary contained herein, the last sentence of Section 4 and Sections 7, 8 and 9 shall survive any termination of this agreement. |
| 6. | Relationship of the Parties. Nothing in this agreement shall be construed as creating among the parties any joint venture, partnership, association or other entity for any purpose (including, without limitation, for U.S. income tax purposes) or any agency relationship, nor shall any party, except as expressly set forth in this agreement, (i) have the right, power or authority to create any obligation or duty, express or implied, on behalf of any other party or (ii) have any fiduciary or other duties to any other party. Each party agrees that it does not have any interest in the profits or losses of the other party in connection with its acquisition or disposition of any securities of the Company. |
| 7. | Expenses. Each party shall bear its own expenses. |
| 8. | Miscellaneous. This agreement (i) shall be governed by and construed in accordance with the laws of the State of New York, (ii) may not be assigned, amended, waived or modified except by a writing signed by each party, (iii) may be executed in counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument and (iv) represents the entire agreement between the parties with respect to the subject matter of this agreement. For purposes of this agreement “beneficially own” or “beneficial ownership” with respect to any securities shall mean having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3 under the Exchange Act. |
| 3 |
| 9. | Confidentiality. Each party will treat all non-public information received from the other party as confidential and use reasonable precautions to safeguard the confidentiality of such information. |
| 10. | Privilege; Joint Defense. To the extent that any confidential information may include materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties that the sharing of such materials is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All confidential information that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this agreement, and under the joint defense doctrine. |
| 11. | Specific Performance. Each party to this agreement acknowledges that money damages would not be a sufficient remedy for any breach of this agreement by it and consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and to the granting of injunctive relief as a remedy for any such breach. |
| 12. | Each party hereby represents and warrants to the other party that, except as set forth on Schedule I, such party does not have beneficial ownership of any securities of the Company as of the date hereof. |
[Signature Page Next]
| 4 |
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed as of the day and year first written above.
| THIRD POINT LLC | |||
| By: | /s/ Joshua L. Targoff | ||
| Name: Joshua L. Targoff Title: Chief Operating Officer and General Counsel | |||
| George Strawbridge, Jr. | |||
| /s/ George Strawbridge, Jr. | |||
Schedule I
| Person | Beneficial Ownership | |
| Management Company | 17,000,000 shares of Capital Stock | |
| S | 8,323,669 shares of Capital Stock |