UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date
of Report
(Date
of Earliest Event Reported):
January
14, 2009
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New
Jersey
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Commission
File Number
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21-0419870
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State
of Incorporation
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1-3822
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I.R.S.
Employer Identification No.
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One
Campbell Place
Camden,
New Jersey 08103-1799
Principal
Executive Offices
Telephone
Number: (856) 342-4800
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-(c))
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Item
8.01 – Other Events
On January
14, 2009, Campbell Soup Company (“Campbell”) announced an offering of
$300,000,000 aggregate principal amount of senior unsecured notes bearing
interest at the rate of 4.500% per annum, due February 15, 2019 (the
“Notes”).
Campbell
may redeem some or all of the Notes at any time on the terms specified in the
Notes. The Notes are subject to customary event of default
provisions.
The Notes
were offered and sold pursuant to an Underwriting Agreement (the “Underwriting
Agreement”) dated January 14, 2009 between Campbell and J.P. Morgan Securities
Inc., as representative of the several underwriters named therein, under
Campbell’s automatic shelf registration statement (the “Registration Statement”)
on Form S-3 (Registration No. 333-155626) filed with the Securities and Exchange
Commission (the “SEC”) on November 24, 2008. Campbell has filed with
the SEC a prospectus supplement, dated January 14, 2009, together with the
accompanying prospectus, dated November 24, 2008, relating to the offering and
sale of the Notes. The Notes are expected to be issued on January 20,
2009 pursuant to the Indenture dated as of November 24, 2008 between Campbell
and The Bank of New York Mellon, as Trustee, which was filed with the
Registration Statement.
The above
description of the Underwriting Agreement and the Notes is qualified in its
entirety by reference to the Underwriting Agreement and the form of Note, each
of which is incorporated by reference into the Registration Statement and
attached to this Current Report on Form 8-K as Exhibits 1.1 and 4.1,
respectively.
Item
9.01 – Financial Statements and Exhibits
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(d)
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Exhibits
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1.1
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Underwriting
Agreement dated January 14, 2009 between Campbell and J.P. Morgan
Securities Inc., as representative of the several underwriters named
therein.
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4.1
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Form
of Note.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CAMPBELL
SOUP COMPANY
(Registrant)
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Date: January
20, 2009
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By:
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/s/
John J. Furey
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John
J. Furey
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Vice
President and Corporate Secretary
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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1.1
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Underwriting
Agreement dated January 14, 2009 among Campbell and J.P. Morgan Securities
Inc., as representative of the several underwriters named
therein.
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4.1
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Form
of Note.
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