Vlasic Foods International Inc – ‘10-K’ for 8/1/99

On:  Friday, 10/15/99   ·   For:  8/1/99   ·   Accession #:  893220-99-1179   ·   File #:  1-13933

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Vlasic Foods Form 10-K                                16     73K 
 2: EX-13.1     Pages 9 Through 44 of 1999 Vlasic's 1999 Annual       36    203K 
 3: EX-21.1     Subsidiaries of Vlasic                                 1      5K 
 4: EX-23.1     Consent of Independent Accountants                     1      6K 
 5: EX-24.1     Power of Attorney                                      1      9K 
 6: EX-24.2     Certified Copy of Resolution                           2      8K 
 7: EX-27.1     Financial Data Schedule                                1      9K 

10-K   —   Vlasic Foods Form 10-K
Document Table of Contents

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=============================================================================== 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 10-K

 ---------------------------------------

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended                       Commission File Number    
August 1, 1999                                      1-13933       

VLASIC
[FOODS INTERNATIONAL INC.]
LOGO

New Jersey                                     52-2067518     
 State of Incorporation                     I.R.S. Employer Identified No.

Vlasic Plaza
Six Executive Campus
Cherry Hill, New Jersey 08002-4112
 Principal Executive Offices

Telephone Number: 856-969-7100

 ---------------------------------------

 Securities registered pursuant to Section 12(b) of Act:

  Title of Each Class                Name of Each Exchange on which Registered
  -------------------                -----------------------------------------
Common Stock, no par value                     New York Stock Exchange          

Securities registered pursuant to Section 12(g) of Act: None

 ---------------------------------------

Indicate by check mark whether the registrant: (1) has filed all reports        
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of   
1934 during the preceding 12 months (or for such shorter period that the        
registrant was required to file such reports), and (2) has been subject to such 
filing requirements for the past 90 days.                                       

Yes |X| No

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements   
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]                                                                  

   As of October 8, 1999, the aggregate market value of Common Stock held by
non-affilliates of the Registrant was $294,766,462. There were 45,502,234 shares
of Common Stock outstanding as of October 8, 1999.                              

    Portions of the Notice of Annual Meeting and Proxy Statement dated October
15, 1999, for the Annual Meeting of Shareowners to be held on December 7, 1999, 
are incorporated by reference into Part III. Portions of the Annual Report to   
Shareowners for the fiscal year ended August 1, 1999 are incorporated by        
reference into Parts I and II.                                                  

=============================================================================== 

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PART I

ITEM 1. BUSINESS                                                                

COMPANY OVERVIEW

    Vlasic Foods International Inc. was created through a tax-free spin-off of
various food businesses from Campbell Soup Company on March 30, 1998. The       
businesses making up Vlasic had product portfolios that were not core to        
Campbell's strategy. In January 1999 and July 1999 we sold two of these         
businesses which were not core to our own strategy for our future operations. We
sold the Kattus German distribution business and the Swift-Armour Argentine beef
business.                                                                       

We are a leading producer, marketer and distributor of high quality,  
branded convenience food products in three operating segments: Frozen Food      
Operations, Grocery Products Operations and Agricultural Products Operations.   

         o  Frozen Food Operations. The frozen foods segment manufactures frozen
          dinners and other frozen foods and accounted for approximately 40%
        of our net sales in fiscal 1999, 1998 and 1997. The frozen foods
segment derives the largest portion of its earnings from
           manufacturing frozen dinners, breakfasts and pot pies and marketing
 them in the U.S. and Canada under the Swanson brand name.

o  Grocery Products Operations. The grocery products segment  
          manufactures and distributes a diverse portfolio of food products;
      mostly with leading national or regional market positions. The
       divested Kattus business and the retail portion of the divested
       Swift-Armour business had been included in the grocery products
         segment. The grocery products segment accounted for approximately
        35%, 35% and 36% of our net sales in fiscal 1999, 1998 and 1997,
    primarily from sales of pickles, relishes and other products
marketed under the Vlasic brand in the U.S.             

        o  Agricultural Products Operations. Our agricultural products segment
           grows and distributes fresh mushrooms and performs certain contract
   manufacturing services for Campbell. Divested operations in
          Argentina that produce frozen cooked beef, canned meats and frozen
      and chilled cuts of beef had been included in the agricultural
         products segment. Our agricultural products segment accounted for
         approximately 25%, 25% and 24% of our net sales in each of fiscal
1999, 1998 and 1997.                                    

     Excluding the sales of the divested Kattus German distribution business and
the Swift-Armour Argentine beef business, our frozen foods, grocery products and
agricultural products segments accounted for approximately 49%, 33% and 18% of  
our net sales in fiscal 1999, respectively.                                     

PRODUCTS AND MARKETS

FROZEN FOOD OPERATIONS                                                          

We manufacture and market frozen food products in the U.S., primarily 
frozen dinners, pot pies and breakfasts, under the Swanson, Hungry-Man, Great   
Starts and Fun Feast brands. In Canada, we market frozen food products          
manufactured by contract manufacturers, primarily frozen dinners and pot pies,  
under the Swanson and Hungry-Man brands. We also manufacture and distribute a   
variety of frozen food products in the United Kingdom.                          

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The Swanson brand is the leading national brand of frozen, traditional
dinners in the U.S., with approximately 28% of the $1.3 billion frozen dinner   
market. In addition, Swanson frozen pot pies are the market leader in their     
product category with approximately 28% of the $294 million frozen pot pie      
market.                                                                         

Our U.K. operations manufacture and distribute frozen foods such as   
sausages, pies and savory-filled pastries under our Freshbake brand, as well as 
the private label brands of certain customers. Our primary customers are retail 
grocery chains and foodservice operators such as restaurants and cafeterias. We 
sold a manufacturing facility in Peterlee, England in September 1998 and the    
Yankee branded business in July 1999.                                           

GROCERY PRODUCTS OPERATIONS                                                     

   The main product offerings of our grocery products businesses are pickles
and relishes, barbecue sauce and international grocery products.                

     Pickles and Relishes. Our Vlasic brand is the leading national retail brand
of jarred, shelf-stable pickles with approximately 32% of the $772 million U.S. 
national retail market. We also manufacture and sell jarred, shelf-stable       
pickles under the Milwaukee's brand, and relishes, peppers and sauerkraut under 
the Vlasic and Milwaukee's brand names. We sell shelf-stable pickles and other  
condiments to foodservice customers, including quick service restaurants such as
McDonald's.                                                                     

    Barbecue Sauce. Our Open Pit barbecue sauce is the leading retail brand of
barbecue sauce in the Midwest U.S., with a 28% market share in this region. Open
Pit is manufactured through a co-pack arrangement.                              

     International Grocery Products. We operate consumer foods businesses in the
United Kingdom. We produce canned beans and vegetables under our SonA brand and 
pickled products under our Rowats brand. Canned products are sold directly to   
restaurants and cafeterias or through foodservice distributors. Pickled products
are sold to retail outlets by our direct sales force. We also manufacture       
private label brand grocery products consisting of pickled products and canned  
beans and vegetables for large supermarket chains.                              

 We sold our Kattus German distribution business in January 1999 and our
Swift-Armour Argentine beef business that manufactures and distributes retail   
grocery products in July 1999.                                                  

AGRICULTURAL PRODUCTS OPERATIONS                                                

    We are one of the largest producers of fresh mushrooms in the U.S. We also
manufacture a variety of frozen foods for Campbell. We sold our Swift-Armour    
Argentine beef business in July 1999.                                           

Mushrooms. We own and operate seven mushroom farms across the United  
States. We closed a mushroom farm in Dublin, Georgia in June 1999. Our mushroom 
sales accounted for approximately 12% of the U.S. fresh branded mushroom market 
in 1999, which makes us one of the largest brands and one of the largest fresh  
mushroom operations in the U.S. Approximately 95% of the mushrooms we grow are  
traditional white button mushrooms. The rest are fancy mushrooms, such as       
portobello and cremini mushrooms.                                               

Campbell is a major purchaser of our mushrooms pursuant to a supply   
agreement expiring on July 30, 2000. Sales to Campbell of mushrooms accounted   
for approximately 27% of our total mushroom sales in dollars for fiscal 1999.   
The remainder are packed by us prior to shipment and transported to restaurants,
retail chains and farmer markets, and have an average shelf life of 7 days.     
These are sold under the Campbell's trademark, but are being transitioned to the
Vlasic Farms trademark.                                                         

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Contract Packing. We manufacture a variety of frozen foods including    
entrees for consumption by restaurants and cafeterias, under the terms of a     
contract packing agreement expiring on March 29, 2000. Approximately 40% of the 
production volume of our Omaha, Nebraska facility is devoted to this contract.  

 MARKETING, SALES AND DISTRIBUTION

Our marketing programs consist of trade promotions and consumer-based 
marketing, such as advertising and coupons. Trade promotions focus on obtaining 
retail display support, achieving temporary price reduction and securing and    
increasing retail shelf space. We engage in radio, television and print         
advertising to build brand equity by emphasizing the heritage and               
characteristics of our products and promoting new products within brand         
segments. In January 1999, we commenced a new advertising campaign entitled     
"Make New Memories with Swanson." Other consumer promotions included couponing  
to generate trial usage and increase purchase frequency. Our coupons are printed
in magazines and in advertising inserted in magazines and newspapers.           

We manage the sales and distribution of our products based on the 
channels through which they are sold. Combined sales to Campbell of frozen foods
and mushrooms accounted for 9% of our net sales in fiscal 1999. Sales of beef to
Campbell by our divested Swift-Armour operations accounted for an additional 3% 
of our net sales in fiscal 1999. None of our other customers accounted for 10%  
or more of our net sales in fiscal 1999.                                        

   We use an independent broker sales force to sell frozen foods and grocery
products in the United States and Canada to grocery chains and wholesalers. We  
have recently established a broker website to improve broker effectiveness and  
communication between the brokers and us. In some instances, we sell directly to
mass merchandisers such as Wal-Mart and club stores. We use independent         
commercial carriers to distribute these products from our manufacturing         
facilities directly to our customers or third party warehouses. Historically,   
our frozen foods and grocery products have been sold through the same brokers.  
While the delivery of domestic retail grocery products has been integrated into 
a single system, frozen foods are delivered separately because of the need for  
refrigeration during shipping. Brokers also sell frozen foods to frozen foods   
distributors and grocery products to grocery distributors, both of which in turn
sell and deliver the products to smaller grocery chains and retailers. We sell  
mushrooms through a dedicated team of either independent brokers or employed    
salespeople, depending on the region, and deliver them refrigerated to our      
customers by a combination of independent commercial carriers and our own       
transportation, depending on location.                                          

 COMPETITION

   We face intense competition in each of our product lines. We compete with
other producers of similar products on the basis of among other things, product 
quality, convenience, price, brand recognition and loyalty, customer service,   
effective advertising and promotional activities and the ability to identify and
satisfy emerging consumer preferences. We compete with a significant number of  
companies of varying sizes, including divisions or subdivisions or subsidiaries 
of much larger companies with more substantial financial and other resources    
available to them. Our ability to grow our business could be impacted by the    
relative effectiveness of and competitive response to our new product efforts,  
product innovation and new advertising and promotional activities. In addition, 
from time to time, we experience margin pressure in certain markets as a result 
of competitors' pricing practices or as a result of price increases for the     
ingredients used in our products. Although we compete in a highly competitive   
industry for representation in the retail food and foodservice channels, we     
believe that our brand strength in our various markets has resulted in a strong 
competitive position. We are restricted from entering certain product lines due 
to the terms of the separation and distribution agreement governing the terms of
our spin-off from Campbell, as well as the food service supply agreement and    
Swanson trademark license with Campbell.                                        

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 INGREDIENTS

     We believe that sources of raw materials used in the frozen food businesses
are readily available. Our frozen foods business entered into an exclusive      
five-year supply agreement for frozen cooked beef produced by the divested      
Swift-Armour operations. It also purchases beef and poultry from third party    
suppliers.                                                                      

  Our grocery products businesses rely primarily on cucumbers, peppers and
other produce supplied by third party growers. We purchase many of these        
ingredients during the warmer growing seasons, when they are readily available  
and are of top quality. We buy from a variety of growers, and alternate sources 
of supply are readily available. However, factors beyond our control such as    
weather and general growing conditions may cause prices and quality to          
fluctuate.                                                                      

In the agricultural products segment, we purchase fresh mushrooms from
third parties to fulfill seasonal requirements.                                 

     Prices of raw materials can fluctuate due to a number of factors, including
changes in crop size, government-sponsored agricultural programs and weather    
conditions during the growing and harvesting seasons. Although we enter into    
advance commodity purchase agreements from time to time, increases in raw       
material costs could have a material adverse effect on our businesses, financial
condition or results of operations.                                             

    We purchase a variety of packaging materials, which we believe are readily
available from a number of suppliers.                                           

 SEASONALITY OF THE BUSINESS

Our sales and cash flows vary depending on the time of year. Sales of 
frozen foods and mushrooms tend to be marginally higher during the winter       
months. Sales of pickles, relishes and barbecue sauce tend to be higher in the  
summer months. The majority of pickles are packed during a season extending from
May through September. This makes our working capital requirements significantly
higher in the first quarter.                                                    

TRADEMARKS AND PATENTS

   We own many popular trademarks registered in various countries, including
Vlasic, Hungry-Man, Sandwich Stackers, Great Starts, Fun Feast, Vlasic Farms,   
Open Pit, Freshbake, SonA and Rowats. All of our trademarks are very important  
to the Vlasic businesses. We protect our trademarks by obtaining registrations  
where appropriate and aggressively opposing any infringement. We also have a    
perpetual, royalty-free license to use the Swanson trademark for certain frozen 
foods (other than broth, stock and soup), as well as a license to continue to   
sell fresh mushrooms under the Campbell's brand for a transition period of up to
three years from March 30, 1998. These license agreements contain standard      
provisions, including those dealing with quality control, marketing materials   
approval and termination. The previous owners of Open Pit have a license to use 
the Open Pit trademark in the foodservice industry.                             

     Although we own a number of patents covering manufacturing processes, we do
not believe the Vlasic businesses depend on any of these patents to a material  
extent.                                                                         

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RESEARCH AND DEVELOPMENT

Our research and development is conducted at multiple sites within and
outside the United States. The research and development organization consists of
approximately 40 people. About 30 people are located in the U.S. and the rest   
are located outside the U.S. Expenditures for research and development in fiscal
1999, 1998 and 1997 were $8.0 million, $7.9 million and $8.6 million.           

 GOVERNMENTAL REGULATION

   Our operations in the United States are extensively regulated by the Food
and Drug Administration (FDA), the U.S. Department of Agriculture (USDA) and    
other federal, state and local authorities. Outside the U.S., similar regulatory
authorities have jurisdiction over our operations. Such authorities regulate the
processing, packaging, storage, distribution and labeling of our products and   
inspect our processing facilities and products. We believe that we are in       
substantial compliance with all applicable laws and regulations.                

 ENVIRONMENTAL MATTERS

    We are subject to numerous federal, state and local environmental laws and
regulations of the United States and other countries in which we have           
operations. Laws and regulations relating to worker health and workplace safety 
also apply to our operations.                                                   

     As is the case with many companies, we face exposure to actual or potential
claims or lawsuits involving environmental matters. We believe that any         
liabilities resulting from this exposure, after taking into consideration       
amounts already provided for, should not have a material adverse effect on our  
businesses, financial position, or results of operations. Of course, we cannot  
predict what environmental or occupational health and safety laws and           
regulations will be enacted in the future or the amount of future expenditures  
we may be required to make in order to comply with such new laws. We believe    
that our operations are in substantial compliance with existing environmental   
and occupational health and safety regulations.                                 

 EMPLOYEES

Our work force consists of approximately 5,600 employees. Of the total
number of employees, approximately 5,200 are engaged in manufacturing,          
approximately 400 are engaged in marketing and sales and administration.        

Our U.S. work force consists of approximately 4,700 employees,        
approximately 2,600 of whom are represented by collective bargaining agreements 
with various unions. Such collective bargaining agreements expire on various    
dates beginning on January 21, 2000. Outside of the U.S., our work force        
consists of approximately 900 employees, the substantial majority of whom are   
represented by unions. A prolonged work stoppage or strike at any facility with 
union employees could have a material adverse effect on our businesses,         
financial condition or results of operations. In addition, there can be no      
assurance that upon the expiration of existing collective bargaining or similar 
agreements new agreements will be reached without union action or that any such 
new agreements will be on terms satisfactory to us.                             

 WORKING CAPITAL

  For information relating to the company's cash and other working capital
items, see pages 18 through 19 of our 1999 Annual Report in the section entitled
"Management's Discussion and Analysis of Results of Operations and Financial    
Condition", which are incorporated herein by reference.                         

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 SEGMENT AND GEOGRAPHIC AREA INFORMATION

  For information with respect to the revenue, operating profitability and
identifiable assets attributable to the our operating segments and foreign      
operations, see pages 30 to 31 of the 1999 Annual Report in the section of the  
Notes to Consolidated Financial Statements entitled "Segment and Geographic Area
Information", which is incorporated herein by reference.                        

 RECENT DEVELOPMENTS

  For information relating to recent developments, see page 22 of the 1999
Annual Report in the section entitled, "Management's Discussion and Analysis of 
Results of Operations and Financial Condition" which is incorporated herein by  
reference.                                                                      

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

    From time to time, we make oral and written statements that may constitute
"forward-looking statements" as defined in the Private Securities Litigation    
Reform Act of 1995 (the "Act") or by the SEC in its rules, regulations and      
releases. We desire to take advantage of the "safe harbor" provisions in the Act
for forward-looking statements made from time to time, including, but not       
limited to, the forward-looking statements made in the 1999 Annual Report,      
including the Chairman's and the President and Chief Executive Officer's Letter 
to Shareowners (pages 1 to 8), and Management's Discussion and Analysis of      
Results of Operations and Financial Condition (pages 10 to 22) and other        
statements made in this Form 10-K and in other filings with the SEC.            

   We caution readers that any such forward-looking statements made by us or
on our behalf are based on our current expectations and beliefs but are not     
guarantees of future performance. Actual results could differ materially from   
those expressed or implied in the forward-looking statements. Important facts   
that could cause such differences include, but are not limited to:              

      -  our ability to continue to comply with covenants and the terms of
     the senior credit facility and the senior subordinated notes;
     -  our ability to maintain capital expenditures within the forecast
   limits, which are based on assumptions about infrastructure
requirements;                                           
    -  issues associated with our business and information systems and
          embedded technology, including Year 2000 and other system problems
        which could disrupt our operations--we would also be impacted by
  software and system problems of our vendors and customers;
  -  Campbell Soup Company's future requirements for mushrooms and
foodservice products;                                   
         -  the impact of strong competitive response to our efforts to leverage
    our brand power with product innovation and new advertising;
        -  the inherent risks in the marketplace associated with our products,
    including uncertainties about trade and consumer acceptance;
 -  the inherent risks associated with an agricultural business;
-  changes in prices of raw materials and other inputs;       
-  the impact of unforeseen economic and political changes in 
international markets where we compete;                 
        -  the market risks associated with financial instruments which may be
         subject to unforeseen economic changes, such as currency exchange
       rates, interest rates, inflation rates and recessionary trends;
-  our ability to achieve the gains anticipated from our cost 
productivity programs; and                              
-  our ability to achieve the forecasted savings related to   
restructuring programs.                                 

Vlasic has no intention of or obligation to update forward-looking    
statements even if new information, future events or other circumstances make   
them incorrect or misleading.                                                   

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ITEM 2. PROPERTIES                                                              

     We currently own or lease 14 production facilities in the United States and
the United Kingdom. We believe that these facilities are suitable for our       
operations and provide sufficient capacity to meet our requirements for the     
foreseeable future. Our corporate headquarters is leased. The chart below lists 
the location and principal products produced at our key production facilities.  

                                                                [Download Table]

             FACILITY LOCATION           PRINCIPAL PRODUCTS          
             -----------------           ------------------          
                                                                     
FROZEN FOODS                                                         
   Fayetteville, Arkansas                    Frozen Foods            
   Omaha, Nebraska                           Frozen Foods            
   Salford, England                          Frozen Foods            
   Glasgow, Scotland                         Frozen Foods            

GROCERY PRODUCTS                                                     
   Imlay City, Michigan                 Pickles and Condiments       
   Millsboro, Delaware                  Pickles and Condiments       
   Stratford upon Avon, England  Pickles, Canned Beans and Vegetables

AGRICULTURAL PRODUCTS                                                
   Blandon, Pennsylvania                      Mushrooms              
   West Chicago, Illinois                     Mushrooms              
   Brighton, Indiana                          Mushrooms              
   Fennville, Michigan                        Mushrooms              
   Hillsboro, Texas                           Mushrooms              
   Jackson, Ohio                              Mushrooms              
   Pescadero, California                      Mushrooms              

ITEM 3. LEGAL PROCEEDINGS                                                       

We, in the ordinary course of business, are involved in various legal 
proceedings. We are, however, not aware of any pending claims or litigation the 
outcome of which would have a material adverse effect on our business, financial
position or results of operations.                                              

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                     

None.                                                                 

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EXECUTIVE OFFICERS OF VLASIC                                          

     The following list of executive officers as of October 8, 1999, is included
herein as an item in Part I of this Form 10-K:                                  

                                                        [Enlarge/Download Table]

                                                                                         Date First
                                                                                           Elected 
              Name                         Present Title                            Age    Officer 
              ----                         -------------                            ---    ------- 
                                                                                                   
Robert F. Bernstock (1)    President and Chief Executive Officer                     48     1998   

Mitchell P. Goldstein (2)  Vice President and Chief Financial Officer                39     1998   

Norma B. Carter (3)        Vice President, General Counsel and Corporate Secretary   52     1998   

Murray S. Kessler (4)      Vice President                                            40     1998   
                           President - Swanson Division                                            

Mark I. McCallum (5)       Vice President                                            44     1998   
                           President - Grocery Division                                            

(1)      Mr. Bernstock has been President and Chief Executive Officer of Vlasic 
       since March 1998. Mr. Bernstock served as Executive Vice President of
     Campbell Soup Company and President of its Specialty Foods Division
   since July 1997. Prior to that, he was appointed President - U.S.
        Grocery Division and Senior Vice President of Campbell Soup Company in
     March 1996. Mr. Bernstock served as President International Grocery
         Division of Campbell Soup Company from August 1994 to February 1996. He
    served as President - International Soup Division of Campbell Soup
        Company from June 1993 to July 1994 and was Vice President of Campbell
Soup Company.                                                 

(2)      Mr. Goldstein was named Vice President and Chief Financial Officer in  
       October 1998. Prior to that he was Vice President, Strategic Planning
         and Corporate Development and President of Vlasic Farms, Inc. from June
         1998. Mr. Goldstein was elected Vice President - Strategic Planning and
   Corporate Development in March 1998. Prior to joining Vlasic, Mr.
        Goldstein served as head of Strategic Planning for the Specialty Foods
        division of Campbell Soup Company. Prior to that, Mr. Goldstein served
    as Director of Strategic Planning for the U.S. Grocery Division of
     Campbell. He joined Campbell in March 1995 as Director of Strategic
        Planning at the corporate level, where he helped develop the company's
        strategic growth plan. Prior to that, Mr. Goldstein worked with Mercer
 Management Consulting for eleven years, most recently as a Vice
President and Partner.                                        

(3)      Prior to joining Vlasic, Ms. Carter served in the Legal Department of  
 Campbell Soup Company since January 1981, most recently as Vice
President - Legal.                                            

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(4)      Mr. Kessler has been a Vice President and President - Swanson Division 
  since March 1998. He assumed additional responsibilities for the
        Canadian frozen food business in August 1999. Prior to joining Vlasic,
   Mr. Kessler served as General Manager for the Swanson Division of
       Campbell Soup Company. Prior to that, he served as the Vice President
    of Sales and Marketing for the Pace Foods division of Campbell. He
   joined Campbell in December 1986 and was promoted through various
    positions, including Vice President of Sauces and Vice President -
    National Sales Manager for the Meal Enhancement Group of Campbell.

(5)      Mr. McCallum was named President of the Grocery Division in June 1998  
        and served as Vice President and General Manager - Grocery since March
       1998. Mr. McCallum assumed additional responsibilities for the Vlasic
      Farms mushroom business in August 1999. Prior to joining Vlasic, Mr.
  McCallum served Campbell Soup Company as General Manager for the
     Mushroom, Open Pit and the Canadian Swanson Frozen Food businesses.
        Prior to that, he served as Vice President and General Manager for the
         Sanwa, Campbell's Fresh (mushrooms) and the Prepared Foods divisions of
         Campbell. He joined Campbell in January 1993 as the General Manager for
       Campbell Australia and progressed to become the Managing Director for
Campbell Asia in Hong Kong.                                   

There is no family relationship among any of our executive officers or between  
any such officer and any director of Vlasic. Executive officers of Vlasic will  
be elected at the December 7, 1999 meeting of the Board of Directors.           

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 PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREOWNER MATTERS 

Vlasic's Common Stock is listed and principally traded on the New York
Stock Exchange. On October 8, 1999, there were 18,642 holders of record of      
Vlasic Common Stock. The market price with respect to Vlasic's Common Stock is  
set forth on page 42 of the 1999 Annual Report in the section of the Notes to   
Consolidated Financial Statements entitled "Quarterly Data (unaudited)" which is
incorporated herein by reference. We currently anticipate that no cash dividends
will be paid on the Vlasic Common Stock in the foreseeable future due to        
restrictive covenants in our credit agreements and in order to conserve cash for
the repayment of debt, future acquisitions and capital expenditures.            

ITEM 6. SELECTED FINANCIAL DATA                                                 

 The information called by this Item is set forth on page 43 of the 1999
Annual Report in the section entitled "Selected Financial Data" which is        
incorporated herein by reference. Such information should be read in conjunction
with the Consolidated Financial Statements and Notes thereto of the company     
included in Item 8 of this Report.                                              

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND       
FINANCIAL CONDITION                                             

    The information presented on pages 10 through 22 of the 1999 Annual Report
in the section entitled "Management's Discussion and Analysis of Results of     
Operations and Financial Condition" is incorporated herein by reference.        

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK             

The information presented on page 20 of the 1999 Annual Report in the 
section entitled "Management's Discussion and Analysis of Results of Operations 
and Financial Condition" is incorporated herein by reference.                   

ITEM 8. FINANCIAL STATEMENTS                                                    

    The consolidated financial statements, together with the report thereon of
PricewaterhouseCoopers LLP dated September 15, 1999, appearing on pages 23 to 42
and page 44 of the accompanying 1999 Annual Report to Shareowners are           
incorporated by reference in this Form 10-K Annual Report. With the exception of
the aforementioned information and the information incorporated in Items 5, 6,  
7, 7A and 9, the 1999 Annual Report to Shareowners is not to be deemed filed as 
part of this Form 10-K Annual Report.                                           

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND         
FINANCIAL DISCLOSURE                                            

None.                                                                 

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                     

  The sections entitled "Election of Directors" and "Directors and Executive
Officers Stock Ownership Reports" set forth on pages 2 through 4 and page 8 of  
Vlasic's Notice of Annual Meeting and Proxy Statement dated October 15, 1999    
(the "1999 Proxy Statement") are incorporated herein by reference.              

     The information required by this Item relating to the executive officers of
Vlasic is set forth in Part I of this report on pages 8 through 9 under the     
heading "Executive Officers of Vlasic".                                         

ITEM 11. EXECUTIVE COMPENSATION                                                 

     The information set forth on pages 8 through 14 of the 1999 Proxy Statement
in the section entitled "Compensation of Executive Officers" is incorporated    
herein by reference.                                                            

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         

    The information required by this Item is set forth at pages 6 through 8 of
the 1999 Proxy Statement in the sections entitled "Ownership by Directors and   
Executive Officers" and "Principal Shareowners" and is incorporated herein by   
reference.                                                                      

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         

None.                                                                 

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 PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K       

(a)      1. Financial Statements                                                
--------------------                                    

  -- Consolidated Statements of Earnings for 1999, 1998 and 1997

          -- Consolidated Balance Sheets as of August 1, 1999 and August 2, 1998

     -- Consolidated Statements of Cash Flows for 1999, 1998, and 1997

         -- Consolidated Statements of Shareowners' Equity (Deficit) for 1999,
1998, and 1997                                          

-- Notes to Consolidated Financial Statements               

-- Report of Independent Accountants                        

        The foregoing Financial Statements are incorporated into Part II, Item
         8 of this Report by reference to pages 23 through 42 and page 44 of the
1999 Annual Report.                                           

2. Financial Statement Schedules                              
-----------------------------                           

None.                                                   

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3. Exhibits                                                   
--------                                                

NO.                      DESCRIPTION                                      
---                      -----------                                      

2.0         Stock Purchase Agreement entered into among Aligar, Inc. and  
              Cargal, Inc. and Swift Armour Holdings Co. on April 28, 1999, as
           amended on June 7, 1999. The Stock Purchase Agreement and the
           amendment thereto were filed with the Securities and Exchange
            Commission ("SEC") with Vlasic's Forms 8-K dated May 24, 1999,
               and August 16, 1999, respectively, and are incorporated herein by
reference.                                        
3.1         Vlasic's Amended and Restated Certificate of Incorporation, as
         amended through March 30, 1998, was filed as Exhibit 3.1 to
              Vlasic's Form 10 dated March 5, 1998, and is incorporated herein
by reference.                                     
 3.2         Vlasic's Amended and Restated By-Laws, effective March 2, 1999,
        were filed as Exhibit 3 (ii) to Vlasic's Form 10-Q for the
           quarter ended January 31, 1999 and are incorporated herein by
reference.                                        
4.1         Indenture, dated as of June 29, 1999, between Vlasic Foods    
          International Inc. and the Bank of New York, as Trustee, and
          related Form of Certificate of Senior Subordinated Note were
            filed as Exhibit 4.1 and 4.2 respectively to Vlasic's Form S-4
            filed August 18, 1999 and is incorporated herein by reference.
  4.2         Exchange and Registration Rights Agreement, dated as of June 29,
           1999, among Vlasic Foods International Inc., Goldman, Sachs &
              Co., Chase Securities Inc., Lehman Brothers Inc. and J.P. Morgan
               & Co., was filed as Exhibit 4.3 to Vlasic's Form S-4 filed August
18, 1999 and is incorporated herein by reference. 
   9.1         Major Stockholders' Voting Trust Agreement dated June 2, 1990, as
               amended, was filed as Exhibit 9.1 to Vlasic's Form 10 dated March
5, 1998, and is incorporated herein by reference. 
10.1         Transition Services Agreement between Campbell Soup Company and
            Vlasic Foods International Inc., effective March 30, 1998, was
            filed as Exhibit 10.1 to Vlasic's Form 10 dated March 5, 1998,
and is incorporated herein by reference.          
10.2         Benefits Sharing Agreement between Campbell Soup Company and   
            Vlasic Foods International Inc., effective March 30, 1998, was
            filed as Exhibit 10.2 to Vlasic's Form 10 dated March 5, 1998,
and is incorporated herein by reference.          
  10.3         Swanson Trademark License Agreement between Campbell Soup Company
            and Vlasic Foods International Inc., effective March 30, 1998,
          was filed as Exhibit 10.3 to Vlasic's Form 10 dated March 5,
1998, and is incorporated herein by reference.    
10.4         Technology Sharing Agreement between Campbell Soup Company and 
            Vlasic Foods International Inc., effective March 30, 1998, was
            filed as Exhibit 10.4 to Vlasic's Form 10 dated March 5, 1998,
and is incorporated herein by reference.          
10.5         Tax Sharing and Indemnification Agreement between Campbell Soup
              Company and Vlasic Foods International Inc., effective March 30,
             1998, was filed as Exhibit 10.5 to Vlasic's Form 10 dated March
5, 1998, and is incorporated herein by reference. 
10.6         Amended and Restated Credit Agreement dated as of September 30,
         1998 among Vlasic Foods International Inc., the banks party
             hereto, Morgan Guaranty Trust Company of New York and The Chase
             Manhattan Bank, as agents was filed as exhibit 10.6 to the Form
       10-K dated October 20, 1998 and is incorporated herein by
      reference. Exhibit 10.15 further amended this agreement.
10.7*        Personal Choice, a supplemental compensation program for Vlasic
              Executives as amended was filed as exhibit 10.7 to the Form 10-K
             dated October 20, 1998 and is incorporated herein by reference.
 10.8*        Deferred Compensation Plan effective March 30, 1998 was filed as
         Exhibit 10.8 to the Form 10-K dated October 20, 1998 and is
incorporated herein by reference.                 
 10.9*        1998 Long-Term Incentive Plan effective March 30, 1998 was filed
            as Exhibit 10.9 to the Form 10-K dated October 20, 1998 and is
incorporated herein by reference.                 
10.10*       Annual Incentive Plan effective March 30, 1998 was filed as    
          Exhibit 10.10 to the Form 10-K dated October 20, 1998 and is
incorporated herein by reference.                 
 10.11*       Director Compensation Plan effective March 30, 1998 was filed as
          Exhibit 10.11 to the Form 10-K dated October 20, 1998 and is
incorporated herein by reference.                 

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10.12*       Mid-Career Hire Pension Agreement for Robert F. Bernstock,     
             President and Chief Executive Officer, dated March 30, 1998 was
           filed as Exhibit 10.1 with Vlasic's Form 10-Q for the Quarter
         ended May 3, 1998, and is incorporated herein by reference.
10.13*       Severence Protection Agreement dated June 22, 1998, with Robert
              F. Bernstock, President and Chief Executive Officer was filed as
          Exhibit 10.13 to the Form 10-K dated October 20, 1998 and is
incorporated herein by reference.                 
  10.14        Trust Agreement dated April 12, 1999, by and between Vlasic Foods
          International Inc. and Wachovia Bank, N.A. providing for the
          funding of certain compensation plans and arrangements under
              certain circumstances including a change of control was filed as
              exhibit 10.1 to the Form 10-Q for the Quarter ended May 2, 1999,
and is incorporated herein by reference.          
10.15        Amendment No. 1 to Amended and Restated Credit Agreement dated 
             June 9, 1999 was filed as exhibit 10.2 to the Form 10-Q for the
      Quarter ended May 2, 1999, and is incorporated herein by
reference.                                        
 13.1         Pages 9 through 44 of Vlasic's 1999 Annual Report to Shareowners
for the fiscal year ended August 1, 1999.         
21.1         Subsidiaries of Vlasic                                         
23.1         Consent of Independent Accountants.                            
24.1         Power of Attorney.                                             
24.2         Certified copy of the resolution of Vlasic's Board of Directors
     authorizing signatures pursuant to a power of attorney.
27.1         Financial Data Schedule (not considered to be filed)           

(b)      Reports on Form 8-K                                                    
-------------------                                           

  Current Report on Form 8-K dated May 24, 1999 was filed with the
Securities and Exchange Commission on June 8, 1999.                             

*   Management contract or compensatory plan or arrangement required to be filed
pursuant to Item 14(c) of this report.                                  

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, Vlasic has duly caused this report to be signed on its    
behalf by the undersigned, thereunto duly authorized.                           

Date: October 15, 1999                 VLASIC FOODS INTERNATIONAL INC.          

                           By: /s/ Mitchell P. Goldstein
                                    --------------------------------
                           Mitchell P. Goldstein
                    Vice President
                                 and Chief Financial Officer

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Vlasic and in
the capacity and on the date indicated.                                         

Date: October 15, 1999                                                          

/s/ Mitchell P. Goldstein                       /s/ Joseph Adler                
--------------------------------                ------------------------------- 
Mitchell P. Goldstein                           Joseph Adler                    
Vice President                                  Vice President and Controller   
and Chief Financial Officer                                                     

Donald J. Keller          Chairman and Director    }                            
Robert F. Bernstock       President, Chief         }                            
Executive Officer and    }  
Director                 }  
Robert T. Blakely         Director                 }  By: /s/ Norma B. Carter   
Morris A. Cohen           Director                 }  --------------------------
Tristram C. Colket, Jr.   Director                 }  Norma B. Carter           
Lawrence C. Karlson       Director                 }  Vice President, General   
Shaun F. O'Malley         Director                 }  Counsel and Corporate     
                                     Secretary

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		7/30/00		3					10-K
		3/29/00		4
		1/21/00		6
		12/7/99		1		10			DEF 14A
Filed on:		10/15/99		1		16			DEF 14A
		10/8/99		1		11
		9/15/99		11					5
		8/18/99		14					S-4
		8/16/99		14					8-K
For Period End:		8/1/99		1		15			10-K/A
		6/29/99		14					11-K
		6/9/99		15
		6/8/99		15					10-Q,  8-K
		6/7/99		14
		5/24/99		14		15			8-K
		5/2/99		15					10-Q
		4/28/99		14
		4/12/99		15
		3/2/99		14
		1/31/99		14					10-Q
		10/20/98		14		15			10-K,  DEF 14A
		9/30/98		14
		8/2/98		13					10-K
		6/22/98		15
		5/3/98		15					10-Q
		3/30/98		2		15			3
		3/5/98		14					10-12B,  3
									List all Filings