FREQUENTLY ASKED QUESTIONS

Question:

What is the Class Period?

The “Class Period” is September 8, 1997 through January 8, 1999 inclusive. 

Question:

What is the Class (or am I a Class member)? 

The Class includes all persons or entities who, during the period from September 8, 1997 through January 8, 1999 (inclusive), purchased or otherwise acquired Campbell Soup Company common stock.

Question:

Who are the Defendants?

Defendants are Campbell Soup Company (“Campbell”), Dale F. Morrison (Chief Executive Officer during the Class Period) and Basil L. Anderson (Chief Financial Officer during the Class Period) (collectively, the “Defendants”).

Question:

Who are the Plaintiffs?

The Plaintiffs in this class action are the Lead Plaintiffs and all others similarly situated.  The Lead Plaintiffs are the entity that brought the lawsuit against Campbell and the other defendants on behalf of you and the entire Class.  The Lead Plaintiffs are the Treasurer of the State of Connecticut, Donald DeValle and Daryle Green.

Question:

Am I being sued?

No.  The Lead Plaintiffs are suing Campbell.  If you are a member of the Class, the Lead Plaintiffs have brought this suit on your behalf.

Question:

Who are the attorneys representing the Class?

The Court has designated the law firms of Schatz & Nobel, P.C. and Berger & Montague, P.C. as Co-Lead Counsel to represent the Class.

Question:

If I want to talk to one of the attorneys representing the class, who should I call?

You may call Schatz & Nobel at (860) 493-6292 or Berger & Montague at (215) 875-3000 directly.

Question:

What claims does the lawsuit make against the Defendants?

It is alleged that material misrepresentations and omissions made by Defendants caused the price of Campbell stock to be artificially inflated during the period September 8, 1997 through January 8, 1999 in violation of certain securities laws.  Defendants deny these claims.  

Question:

Where was this lawsuit filed?

The Plaintiff filed a class action lawsuit in the Federal Court in Camden, New Jersey.

PLEASE NOTE: Proofs of Claim will no longer be accepted, as the Final Distribution Order wsa signed by the Court on April 25, 2007, approving the distribution of the Net Settlement Fund to Authorized Claimants as presented to the Court.

Question:

What was the lawsuit settled for?

$35 million in cash. 

Question:

I do not know if I am eligible, or how many shares I purchased or sold during the Class Period.  Where can I get my information (or do you have it)?

You must contact your broker to get that information; we do not have that information. 

Question:

I received this form in the mail.  What is this about?

A Settlement has been reached between Campbell, two (2) of its executives and the Class in a litigation which alleged that as a result of Defendant’s material misrepresentations or omissions caused the price of Campbell stock to be artificially inflated during the Class Period.  Defendants deny all liability with respect to claims alleged in this litigation but have agreed to a Settlement in the amount of $35 million.

Question:

Why did I get this form?  I do not think I had Campbell Soup Company stock.

You may have been identified by your broker or financial institution as being a Class member.  We are unable to tell you exactly who provided your name, as we have received tens-of-thousands of names and addresses (some in the form of labels), which were used to send out information packets to potential members of the Class.  Please call your broker to confirm your eligibility. 

Question:

How was the Settlement Fund allocated (or how was the Settlement Fund divided)?

Distribution of the Net Settlement Fund was made according to the Plan of Distribution, as listed on pages 5 and 6 of the Notice.  The Plan of Distribution allocates disbursement based on different factors including the date the stock was purchased or sold.  For your convenience, below is a description of the Plan of Distribution as printed in the Notice.

The Net Settlement Fund shall be distributed to Settlement Class members who submit a valid, timely Proof of Claim (“Authorized Claimants”) pursuant to the following Plan of Distribution to be adopted by the Court at or after the Settlement Hearing.

 To the extent there are sufficient funds in the Net Settlement Fund, each Authorized Claimant will receive an amount equal to the Authorized Claimant’s Recognized Loss, as established by the formula set forth herein and approved by the Court.  If, however, the amount in the Net Settlement Fund is not sufficient to permit payment of the total Recognized Loss of each Authorized Claimant, then each Authorized Claimant shall be paid the percentage that each Authorized Claimant’s Recognized Loss bears to the total of the Recognized Loss of all Authorized Claimants.  Payment in this manner shall be deemed conclusive against all Authorized Claimants. 

The Net Settlement Fund shall be allocated among the Authorized Claimants in accordance with this “Plan of Distribution.”  The amount so allocated to each Authorized Claimant constitutes and is referred to herein as the Authorized Claimant’s “Payable Claim.”  The Plan of Distribution is based upon Co-Lead Counsel’s assessment of the merits and the relative strengths and weaknesses of the claims of the Members of the Class, including with respect to liability and damages.  Specifically, Co-Lead Counsel believe that Defendants may not be liable for purchases prior to November 18, 1997 because such purchases may be deemed to pre-date any misrepresentations and because they were not part of the original claims in the Action.  Co-Lead Counsel also believe that losses incurred before the price drop from $52.25 to $45.375 on January 11, 1999 (the first trading day following disclosure of the alleged misconduct by Campbell) might not constitute legally recoverable damages.  

An Authorized Claimant’s recognized loss (“Recognized Loss”) shall be determined as follows:

1. For shares of Campbell stock purchased between November 18, 1997 and January 8, 1999, inclusive, and held after the close of business on January 8, 1999, Recognized Losses shall be computed as follows:

   (a) If the purchase price was $52.25 or less, Recognized Losses shall be the difference between the lower of $52.25 (the closing price on January 8, 1999 – the last trading day before the disclosures at the end of the Class Period) or the purchase price (exclusive of commissions and fees) and $45.375 per share (the closing price of Campbell stock on January 11, 1999 – the first trading day after the disclosures at the end of the Class Period); or 

   (b) If the purchase price was above $52.25, Recognized Losses shall be $6.875 plus 10% of the difference between the purchase price (exclusive of commissions and fees) and $52.25. 

2. For shares of Campbell stock purchased between September 8, 1997 and January 8, 1999, inclusive, and sold between September 8, 1997 through January 8, 1999, inclusive, Recognized Losses shall be computed as ten percent (10%) of the difference between the purchase price and the sales price of the Campbell stock (both exclusive of commissions and fees), provided that if the Authorized Claimant made a profit on the sale, then the Recognized Loss for these shares shall be zero, and any such profits will be offset against any losses, if any, on other transactions in Campbell stock purchased during the Class Period, as provided for in subparagraph (4) below. 

3. For shares of Campbell stock purchased between September 8, 1997 and November 17, 1997, inclusive, and held after the close of business on January 8, 1999, Recognized Losses shall be computed as ten percent (10%) of the difference between the purchase price (exclusive of commissions and fees) and $45.375 per share (the closing price of Campbell stock on January 11, 1999 – the first trading day after the end of the Class Period).   

4. To the extent that any shares of Campbell stock sold during the Class Period were sold at a profit, computed pursuant to subparagraph (5) below, these profits will be offset against any losses on other transactions in Campbell stock purchased during the Class Period prior to computing the Recognized Losses, if any, on the remaining shares of Campbell stock purchased in the Class Period. 

5. For purposes of determining which shares of Campbell stock purchased during the Class Period were: (i) sold at a profit at any time during the Class Period, (ii) sold at a loss at any time during the Class Period, or (iii) were retained past January 8, 1999, all sales of Campbell stock shall be matched on a “first-in, first-out” (“FIFO”) basis against prior purchases during the Class Period; sales of Campbell stock during the Class Period where there has been no prior purchase during the Class Period (other than short sales, which are addressed in subparagraph (7) below) will be ignored for computing Recognized Losses or offsetting profits.  This matching under FIFO shall be done irrespective of the different accounts in which the Campbell stock was purchased and sold unless the ownership of the accounts differed.

6. The date of purchase or sale is the “contract” or “trade” date as distinguished from the “settlement date.”

7. “Short” sales of Campbell stock shall not be recognized for any amount of loss on the cover, purchase or closing transaction, and no Recognized Loss will be computed for any such covering purchase or closing transaction.

8. No Recognized Loss will be computed for any transactions in Campbell stock engaged in by specialists or market makers in Campbell stock. 

The receipt or grant of a gift of Campbell stock during the Class Period shall not be deemed to be a purchase of Campbell stock during the Class Period.  However, the recipient of Campbell stock as a gift or as a distribution from an estate shall be eligible to file a Proof of Claim and Release form and participate in the Settlement to the extent the particular donor or decedent as the actual purchaser of Campbell stock would have been eligible, based upon the circumstances of such purchase within the Class Period; however, the donee and donor may not both claim with regard to the same Campbell stock.  If both the donor and donee make such a claim, only the claim filed by the donee will be honored. 

Nothing in this Plan of Distribution shall constitute or be deemed an admission by any of the Defendants that there is liability or damage of any kind or by the Class or any of the Defendants that the dollar amounts set forth in this Plan of Distribution reflect actual or potential damages to the Class.

Lead Plaintiffs, Defendants, their respective counsel, and all other of their respective Related Parties shall have no responsibility for or liability whatsoever for the investment or distribution of the Settlement Fund, the Net Settlement Fund, the Plan of Distribution or the determination, administration, calculation, or payment of any Proof of Claim or non-performance of the Claims Administrator, the payment or withholding of taxes owed by the Settlement Fund or any losses incurred in connection therewith.

Question:

What, When or Where was the Settlement (or Final) Hearing?  

The Settlement Hearing was held on May 20, 2003 at the Mitchell H. Cohen Federal Building & Courthouse, 401 Market Street, Camden, NJ in Courtroom 1.

Question:

What was the Preliminary Hearing?

The hearing that was held on February 19, 2003, at which the Court preliminarily approved the Settlement and directed the parties to publish the Summary Notice and mail the Notice and other materials.

Question:

Has the Court approved the Settlement?

The Settlement was approved in a court hearing held on May 20, 2003  held at the Mitchell H. Cohen Federal Building & Courthouse, 401 Market Street, Camden, NJ in Courtroom 1.

Question:

Even though the Court approved the Settlement, is its decision subject to appeal?

When the Court approved the Settlement, its decision was subject to appeal for a period of thirty (30) days.  When the thirty (30) day period expired without an appeal being filed, the proposed Settlement was implemented.

PLEASE NOTE: The time to exclude yourself from the Settlement Class has expired.  Written requests to Co-Lead Counsel and the Claims Administrator had to be mailed and postmarked no later than April 30, 2003, as detailed in the instructions for Exclusion from the Class on page 5 of the Notice.

Requesting exclusion from the Class:  Those Class members who do not want to receive the relief offered by the proposed Settlement and do not want to be bound by the terms of the settlement have the opportunity to be excluded from the Settlement.

Question:

What is Opt-Out?

Class members who request to be excluded from the Class.

Question:

Why would I want to exclude myself (request exclusion from the Class or Opt-Out of the Class?

You would only want to exclude yourself if you do not want to be bound by the terms of the Settlement Agreement (e.g., you may intend to pursue your own action against any of the defendants). 

Question:

Why would I not want to exclude myself from the Class?

You will not be eligible to receive any distribution from the Settlement Fund, as you will not be a Class member.

Question:

I do not want to be bothered (or I do not want to participate or receive any funds from the Settlement), do I need to exclude myself from the Class (Settlement)?

If you simply do not want to receive a distribution from the Settlement Fund, you need do nothing. If you do not file a claim, you will not participate in the distribution of the Settlement Fund but you will be bound by the terms of the Settlement.  You should only exclude yourself if you intend to pursue your own action against Campbell, or you do not want to be bound by the terms of this Settlement.

Question:

What is the deadline for requesting exclusion from the Class?

The deadline for requesting exclusion from the Class has expired.  Written requests to be excluded from the Class must have been postmarked no later than April 30, 2003, as described on page 5 of the Notice.

Question:

What if I miss the deadline for requesting exclusion?

If you miss the deadline for filing a request for exclusion from the class:

1. You will remain a member of the Class;

2. You will be bound by the terms of the settlement and release; and

3. You may file a Proof of Claim, and participate in the distribution of the Net Settlement Fund.

Question:

I opted-out (requested exclusion from the Class), but have since changed my mind.  Can I still be a Class member?

If you opted-out, but now believe that opting out was a mistake, you must request in writing to be reinstated to the Class.  Your request will be forwarded to Plaintiff’s Counsel for review.

Objection:  A written submission by a Class member to the Court that states a disagreement with some aspect of the settlement including attorney’s fees or Plan of Distribution.

Question:

What is the deadline for objecting?

The deadline for objecting to the Settlement has expired.  Written objections addressed to the Court and the attorneys for the parties must have been postmarked by April 30, 2003.

Question:

Do I need an attorney in order to object to the settlement?

No.  If you do not hire an attorney to represent you, you should be sure to carefully read page 7 of the Notice describing the procedures you must follow in order to object to the Settlement.  You should also be aware that the Court might decline to consider an objection if it does not comply with the procedures set out in the Settlement Agreement for raising objections.  If you do hire an attorney to represent you personally, whether for purposes of objecting to the Settlement or for any other reason, you must do so at your own expense.

Question:

If I file a request for exclusion from the settlement, can I still object to the Settlement’s terms?

No.  Class members who file requests for exclusion from (or opt-out of) the Settlement are not allowed to object to the Settlement’s terms.

Question:

I already opted-out.  Why can’t I file an objection with the Court, too?

If you already opted-out, you are NOT a Class member, and therefore have no standing to object.  

PLEASE NOTE: The deadline to file a Proof of Claim and Release has expired.  We are no longer accepting any additional Proofs of Claim, as the Final Distribution Order was signed by the Court on April 25, 2007.

Those Class members who want to participate in the distribution of the Net Settlement Fund must file a Proof of Claim and Release form and provide documentation to substantiate their claim.

Question:

How can I obtain a distribution under the Settlement?

You must file a fully executed Proof of Claim with the required supporting documentation.

Question:

When do I have to mail this?

The deadline for filing a Proof of Claim has expired.  The Proof of Claim must have been postmarked and delivered no later than July 10, 2003 to the Claims Administrator. All Proofs of Claim received after July 10, 2003 were subject to Court approval.

Question:

Do I need to submit supporting documentation?

Yes.  You must attach to the Proof of Claim (for each transaction) original or legible copies of either:

• Broker confirmation slips;

• Monthly brokerage statements;

• 1997, 1998 and 1999 year-end brokerage statements;

• If you sold your securities, your Schedule D of the tax return for the year in which you sold;

• A letter from your broker on the firm's letterhead; or

• Other satisfactory proof confirming the particulars of each purchase, acquisition, and sale of the securities between September 8, 1997 and January 8, 1999, inclusive.

Question:

My brokerage firm is out of business (or other reason for not having documentation).  How can I get documentation?

If you have enough information to complete the claim form, you may provide a notarized statement or affidavit indicating that the information provided on the Proof of Claim is true and correct, and that you are unable to get your account statements or confirms.  If you do not have enough information to fill in the Proof of Claim (e.g., date of purchases/sales, amounts paid, etc.), we will be unable to help you until you get such information from your records, tax forms, etc. 

Question:

Will Class members receive updates on the status of their claims?

No, please call us if you wish to confirm receipt of your claim and determination of your claim’s validity.  If you wish a receipt of your claim, you may mail it certified, return receipt requested.  Prior to distribution of the Net Settlement Fund, we will only advise you of deficient or inconsistent conditions within your claim. 

Question:

What constitutes a valid Proof of Claim?

In order for a Proof of Claim to be considered valid, you must complete:

1. Part I (page 2 - name, address, tax id and telephone numbers);

2. Part II, Sections A and D (page 3) holdings at the beginning and end of the Class Period;

3. Part II, Sections B and C (page 3) purchases, acquisitions and/or sales of the securities;

4. You must also provide documentation to support all holdings, purchases, acquisitions and/or sales that you list on your Proof of Claim;

5. The claim form must be signed on page 4 by all beneficial owners; and    

6. You must have mailed the claim form, postmarked and delivered to the Claims Administrator no later than July 10, 2003.

Question:

If the securities are held by more than one person, do the other parties have to sign?

Yes, all owners must sign.  If the securities are held by more than one individual, such as jointly, then all owners must sign the Proof of Claim.

Question:

My spouse and I owned the securities jointly (Joint tenants, Joint-with-rights-of-survivorship, Tenants-in-common) but my spouse has since passed away.  Can I file?  How do I sign the form?

You may sign and file the claim yourself.  Please include a copy of the death certificate with your claim. 

Question:

What date do I use for date of purchase or sale (Trade date or Settlement date)?

You must use the Trade date, not the Settlement date.  The Settlement date is the date on which your account was settled (paid).  The Trade date is the date on which you actually made the purchase or sale.

Question:

Has the Court approved the Distribution?

Yes.  By Order of the United States District Court, District of New Jersey the distribution of the Net Settlement Fund was approved on April 25, 2007.

Question:

When were checks mailed to Authorized Claimants?

Checks were mailed on May 30, 2007 to all Authorized Claimants who submitted a valid Proof of Claim and were eligible to receive a distribution of the Net Settlement Fund following the Court approved Plan of Distribution.

Question:

I never received a check.  How come?

Only Authorized Claimants that filed a valid Proof of Claim and whose claim resulted in a pro rata distribution of their Recognized Losses following the Court ordered Plan of Distribution would have received a check.  Claimants who filed a Proof of Claim and were not eligible to participate in the Net Settlement Fund pursuant to the Court ordered Plan of Distribution or whom have no Recognized Losses based on the Court ordered Plan of Distribution have been previously notified of their ineligibility.

Question:

How did you arrive at the amount of my check?

Your claim was calculated using the Plan of Distribution Ordered by the Court.  Each Authorized Claimant received 15.8% of their claims' Recognized Loss, representing the amount that each Authorized Claimant's Recognized Loss bears to the total of the Recognized Loss of all Authorized Claimants.

Question:

Do I have to report this for my taxes?

Your distribution from the Net Settlement Fund may have tax consequences for you, depending on your individual circumstances.  We CANNOT give out tax advice.  You must consult your tax advisor to determine what tax consequences, if any, there might be.  If your tax advisor needs more information, you may refer to IRS Reg. 1.468(B).  Form 1099 with NOT be sent to check recipients, as tax reporting to individuals is not required under the regulation.

Question:

How do I have questions resolved regarding my check amount?

If you have questions regarding your distribution from the Net Settlement Fund or how your claim was calculated through the Plan of Distribution, they must be submitted in writing.  The address for mailing your inquiry is:

Campbell Soup Co. Securities Litigation

c/o Complete Claim Solutions, LLC

P.O. Box 24613

West Palm Beach, FL 33416

You will be advised within a few weeks as to the outcome of your review.  Please note: It is too late to file an amended claim, or add additional information to an existing claim.

Question:

I lost my check.  How do I get a check reissued?

You must submit a request for stop-payment in writing, and ask for a check to be reissued.  Mail your request to:

Campbell Soup Co. Securities Litigation

c/o Complete Claim Solutions, LLC

P.O. Box 24613

West Palm Beach, FL 33416

Please note: it may take up to 30 days to reissue a check, once the request is received and a stop-payment has been placed on the original check.

Question:

The payee information on the check is not correct.  How do I get a new check issued?

If the payee information is incorrect on your check, and you would like for us to reissue a check in a different name, you must submit your request in writing.  Please write "VOID" across the original check, provide supporting documentation for the change (i.e. death certificates, wills, trust documents, etc.) and mail the request, the voided check, and the supporting documentation to us at this address:

Campbell Soup Co. Securities Litigation

c/o Complete Claim Solutions, LLC

P.O. Box 24613

West Palm Beach, FL 33416

Please note: once the request is received, it may take up to 30 days to reissue a check.

Question:

How long do I have to cash this check?

The check will be non-negotiable after 180 days.

Question:

I was a participant in the Campbell's 401(k) Retirement and Savings Plans, and would like to talk to somebody regarding any distribution that may be due to me from my Plan investments.  Who can I contact?

Please contact the general number at Fidelity Investments, at (800) 354-6535.

Question:

How can I get in touch with you regarding other questions I have?

If you have any further inquiries about the Campbell Soup Company Securities Litigation, or need assistance, please call the toll-free hotline at (888) 833-4938, and press 3 to speak to a live operator.