Division Among The Dorrances Some Favoring Campbell Sale

Posted: December 22, 1989

Long-simmering differences within the Dorrance family, Campbell Soup Co.'s majority shareholder, came to a boil yesterday as family members appeared to separate into two camps - those who might consider the sale of the company and those who would not.

The divisions were revealed in Securities and Exchange Commission filings in which three key family members announced their intentions to keep the company independent.

Analysts described the filings as a reaction by family "loyalists" to the dissolution of a major family voting trust earlier in the week and to statements by other family members that they were "re-evaluating" their stock holdings in Campbell.

The net effect of the week's events, analysts agreed, has been to erode - and perhaps end - the Dorrances' longtime majority hold on Campbell and to signal to Wall Street that a "For Sale" sign hangs over the Camden-based company.

"Is it in play? Sure," said Ronald B. Morrow, an analyst for Smith Barney, Harris Upham & Co. Inc. in New York. "You can bet every investment banker on (Wall Street) is now putting together numbers and showing them to people."

Said John M. McMillin of Prudential-Bache Securities Inc.: "The dirty laundry is out, and the people who are determined to keep Campbell independent may no longer be in the majority."

The Dorrance family controls a total of 57.8 percent of the company's outstanding stock.

Trading in Campbell stock on the New York Stock Exchange yesterday was halted temporarily in advance of the announcement of the SEC filings. The company also announced the election of two additional family members to the board of directors: Mary Alice Dorrance Malone, a Chester County horsewoman, and Charlotte D. Colket Weber of New York and Ocala, Fla.

Both are grandchildren of John T. Dorrance Sr., the chemist who invented condensed soup in 1897, and both are believed to favor an independent Campbell. The price of Campbell stock, still fueled by takeover speculation, rose $2.87 1/2 to $56.75 after trading resumed.

Family members did not return telephone calls yesterday. Their stake in the company is worth $4.2 billion at current prices - although they no longer speak in one voice.

"Everyone is now fending for themselves," said McMillin.

The loyalist camp, according to analysts and sources close to the family, includes the three children of the late John T. Dorrance Jr., who are the family members that made the SEC filings yesterday. Jack Dorrance, as he was known, was the unchallenged family leader for four decades until his death last April.

His children are Malone and two sons, John T. 3d of Devil's Tower, Wyo., and Bennett Dorrance of Phoenix. The sons already are directors of the company.

Each of the three children owns about 8 million shares of Campbell stock, and together they control an additional 16.6 million shares in a trust. All told, they control 31.3 percent of the company.

The family's remaining 34 million shares, amounting to 26.5 percent of the company, had been owned by another family voting trust. But on Monday, an SEC filing revealed that the voting trust had been dissolved, and the shares had been returned to their original owners.

In addition to Bennett Dorrance, the trustees of the voting trust have been Tristram C. Colket Jr. of Paoli; Charles H. Norris Jr., a Main Line investor, and John A. van Beuren of Middletown, R.I.

Colket, who ran the Altair commuter airlines until it filed for Chapter 11 bankruptcy protection, is believed to be loyal to Campbell. But Norris and van Beuren, both of whom married granddaughters of John T. Dorrance Sr., are believed to be receptive to a sale.

Van Beuren's wife, Hope Hill van Beuren, is said to have triggered much of the week's tumult with her announcement on Tuesday that she was re-evaluating her 6.2 percent stake in Campbell.

Yesterday, Dorrance H. "Dodo" Hamilton, another granddaughter, said she, too, was re-evaluating her 7 percent stake in the company. Hamilton, a resident of Haverford, had been considered a family loyalist.

Despite the family divisions, however, analysts said a bid for Campbell might not emerge immediately.

For one thing, the weakening junk-bond market no longer affords takeover companies a source of reliable funds. For another, tax considerations might lead the Dorrance family members to favor a stock swap, rather than a cash

purchase. That, too, would limit the list of suitors, analysts said.

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