From the Archives: The Dorrance dynasty battles itself at Campbell’s

This article was originally published on Mar. 17, 1991.

First in a series.

Most Augusts find Diana Strawbridge Norris, an heiress to the Campbell Soup Co. fortune, enjoying the rocky coast and genteel social swirl of Mount Desert Island, Maine, that summer enclave of upper-crust Philadelphia. Last summer, however, was different.

Last summer, she arrived without her husband of 16 years, Charles H. "Carl" Norris Jr. Then, embarrassed by his absence and upset about persistent strains in their marriage, she turned to another tradition of the very rich: She hired a private investigator.

Within weeks, her fears were realized. The private eye traced the dapper Norris, 50, to Atlanta, where he was photographed in the company of a Philadelphia woman about half his age.

For Diana Norris, whose income from Campbell stock alone amounts to more than $71,000 a week, the photos were the final straw.

Immediately, she ordered the locks changed on the family homes in Vail, Colo., and Chester County, and told her husband not to return to their Palm Beach, Fla., house. The family business office in Wayne was swept for listening devices. Filing cabinets were pried open and his papers handed to her accountants for audit.

"This is not my doing," an indignant Diana Norris, 51, testified later in a divorce court hearing. "This is something he brought on himself. "

Under other circumstances, the war between the Norrises, once one of the most fashionable couples of Palm Beach, would remain a private scandal, grist for little more than a few jaded clucks on the cocktail circuit.

But not this case.

The soft shutter clicks of that September weekend marked a turning point in the remarkable saga of one of the nation's richest and most private families — the Dorrances.

In recent years, Carl Norris has played a pivotal role in decisions that divided the Dorrances, owners of the 122-year-old Campbell Soup Co. of Camden. The Norrises and the families of two other Dorranceheirs shocked Wall Street a year ago when they broke family ranks by calling for the sale of the company.

Through three generations, Dorrances have owned Campbell Soup; they are one of America's last families to still own a Fortune 500 business. Other dynasties — the du Ponts, the Gettys, the Rockefellers — have slowly lost their grips on their family businesses, but never the Dorrances.

Their loyalty to Campbell Soup was as dependable, as unchanging, as the company's red-and-white soup cans.

Until now.

Now the family's vaunted unity lies shattered like a fine china tureen. Nearly two years after the death of John T. "Jack" Dorrance Jr., the family's unchallenged leader, a new generation of Dorranceshas split, acrimoniously and perhaps irrevocably, over whether the company should be sold.

Jack Dorrance had refused to consider any move that would mean relinquishing family control of the business — a position insisted upon in the last will and testament of his imperious father, John T. Dorrance, the inventor of condensed soup.

But Carl Norris, an outsider in a clan whose blood runs deep and blue, took a different stand. Even though he considered himself separated from his wife in September 1989, he continued to spearhead the group of dissident family members who thought their wishes were being ignored.

"We felt change was essential," Norris said in an interview.

So far, the three children of Jack Dorrance — collectively the owners of almost one-third of the company's stock — have succeeded in blocking a sale. But the dissidents — the families of Diana Norris, Dorrance Hamilton and Hope van Beuren — have not given up. They continue to want to sell, despite dramatic improvements in company profits and a surging stock price.

The outcome of this family struggle will have repercussions that go far beyond the lives of the nine multimillionaire cousins who own a majority of Campbell Soup.

With 59.5 percent of the stock, the Dorrance heirs will influence the fate of a $6 billion company, its 50,000 workers around the world and, to a large extent, the city of Camden, which depends heavily on the jobs and taxes of one of its largest employers.

As a catalyst, Norris helped to expose the ancient grudges and jealousies behind the Dorrances' patrician facade. And the family division over the company's future has illuminated the sweeping story of this sometimes haughty, suspicious and all-too-human clan.

It is the saga of John Thompson Dorrance, a fierce, obsessive chemist who

invented the process for making condensed soup just before the turn of the century. And of his only son, Jack, who ruled the family with a tight rein for four decades, despite a troubled personal life.

But Jack Dorrance left a house divided. With his death in the spring of 1989, family differences that had been quietly growing abruptly came to the surface. Jack's older son, John 3d, a Wyoming cattle rancher who, according to family friends, had been alienated from his father for years, has tried without success to assume the mantle.

Interviews with family members and friends show that the third generation of the Dorrance dynasty is fractious — nine people who act more as individuals than as a family. They are asserting themselves, challenging the way things were done by Jack Dorrance and by Campbell executives for decades.

"Nobody had ever taken on the management of the company before and their system of manipulating the family," Carl Norris said in an interview. "We did it."

For 76 years, Campbell Soup and the Dorrances have been one of corporate America's most successful combinations.

Through expansion and recession, through the takeover wars of the '80s, through the ever-changing tastes of the American consumer, Campbell Soup Co. has prospered under the steadfast, paternal rule of the Dorrance family.

Its soups have fed a nation, and through the decades it has added some of the food industry's best-known brands: Pepperidge Farm, Godiva, V-8, Vlasic, Swanson, Prego.

From their stewardship, the Dorrances have reaped staggering rewards. Despite the company's mediocre profit performance during the go-go '80s, a showing that triggered much of the family unrest, the value of the Dorrances' Campbell stock holdings has risen tenfold in the last decade, and now totals $5.6 billion.

Each year this golden engine throws off $150 million in stock dividends, $88 million of which goes directly to the nine grandchildren of John Thompson Dorrance. Of the inherited family fortunes listed by Forbes magazine, only two — the Rockefellers and du Ponts — exceed the Dorrances.

Individually, six of the chemist's grandchildren are worth $500 million or more. Three of them — the children of Jack Dorrance — earn more than $41,000 a day in soup company dividends alone.

Such wealth has enabled the Dorrance family members to live in extraordinary style. Their residences include sprawling horse farms in the heart of Chester County and lavish homes in the old-money enclaves of Newport, R.I., and Bar Harbor, Maine.

One, with her husband, collected and donated to New York's Metropolitan Museum of Art an array of ancient Chinese art objects that is showcased in a wing of the museum named after them. Another turned his interest in flying into a commuter airline.

Yet another grows orchids and carnations in greenhouses on her property and places fresh flowers in a vase on the dashboard of her Jaguar every day.

The Dorrances have also used their wealth to insulate themselves from public view. Although some are personally approachable, as a rule the family shuns publicity.

Jack Dorrance was acutely aware of the security risks that accompany wealth. As a Princeton student, he drove a car equipped with tear-gas jets, according to David R. Dorrance, Jack's cousin. Later, after receiving a threat as chairman of Campbell Soup, Jack had bodyguards follow him as he drove along a different route to work each day.

Jack Dorrance's three children are equally circumspect. Photos of them are conspicuously absent from their yearbooks at the University of Arizona.

Chester County horsewoman Mary Alice Malone, daughter of Jack Dorrance, said, "You have to understand, privacy is most important to us. "

The Dorrances come by their reticence naturally. While such turn-of-the- century industrialists as Henry Ford rose to national prominence, patriarch John T. Dorrance produced his soup in virtual anonymity.

"I think he wanted nothing to be known about him by the general public," said David Dorrance, who now resides in France.

All nine of the patriarch's grandchildren initially declined to be interviewed by The Inquirer. But over a period of months, members of most of the families — grandchildren or their spouses — consented to interviews, under carefully controlled conditions.

With some exceptions, the family members asked not to be quoted by name. Details of the unraveling of the Norris marriage emerged in court filings and interviews.

Dorrance relatives suggested several reasons for the split in their ranks. Jack Dorrance, several said, left no clear successor as family leader. Nor has one emerged.

"There is no family member who would be acceptable to all other family members as a leader. That's the problem. The family lacks leadership," John Archbold van Beuren, husband of Dorrance heiress Hope "Happy" van Beuren, told an associate.

Too, the nine heirs have disparate lives and distinct financial goals — goals that many of them thought had been ignored by the unapproachable Jack Dorrance. Without his daunting presence, they are pursuing individual agendas.

Dorrance "Dodo" Hamilton, Jack Dorrance's closest niece, shocked her relatives when she declared that the company should be sold. She thinks a sale would best benefit her children.

"After a lot of really heart-wrenching crying at night … I came to the conclusion this would be best for my family," Hamilton told an intimate. "I had to look after my family and not the family as a whole."

Most credit Carl Norris with first articulating family members' discontent with the way the company was being run.

"Carl is the guy who told the emperor he had no clothes," Archie van Beuren told an associate.

Until the divorce action forced him from the arena in September 1990, Norris pushed Campbell's management to be more accountable to the family, according to some family members. His questions helped to sharpen the views of his eventual allies: the van Beurens and Hamiltons.

Archie van Beuren, himself an experienced investment manager, firmly advanced the dissident viewpoint. And Dodo Hamilton, by virtue of her substantial amount of stock and her long tenure on the Campbell Soup board, was perhaps the most influential of the dissidents with board members and company executives.

Still, Norris was clearly the "lead dog" in the so-called dissident group, in the words of one cousin.

Another family member, John C. Weber, husband of Dorrance heiress Charlotte Colket Weber, said, "Carl did do a lot of talking and … we listened to what he said. Often he was the only one talking.

"That rhetoric also elicits a sense of suspicion: Who is he and what's he doing and why's he doing it?"

It all came apart for Diana Strawbridge Norris on Sept. 5, 1989.

Things had not been going well between Carl and her. They seldom saw each other. He preferred staying at their $25 million estate in Chester County, while she lived with their daughter in Palm Beach during the school year.

That day, she arrived at the couple's office in Wayne for a business meeting with Carl and the family lawyer. She was shocked and humiliated, Diana Norris later wrote, when her husband, using a two-page list for reference, presented her with a litany of complaints about their marriage — in front of the lawyer.

Norris told his wife that he had wearied of the frequent commute between Chester County and Palm Beach. He was tired, he said, of their social life — all the dinners and parties.

Carl Norris was, in his words, "burned out. " He testified that all the social obligations were interfering with his business. He also said he told his wife that day that he needed time to focus on pressing Campbell Soup business so that they could address their marital problems later in a "calmer environment."

"If these contentious issues had been removed, it would have given us a shot at resolving our personal problems," Norris said in a recent interview.

On the evening of the Sept. 5 meeting, Carl returned alone to Runnymede, the Chester County estate. As he made his way through the darkened manse, he paused in his room. There, atop his bed, was a note. And alongside it, his wife's wedding ring.

"Carl, I was most hurt and disappointed in (the) way you chose to tell me about our separation," the note read.

"We are no longer man and wife and I return your ring. You have hurt me more than words can say."

Diana Strawbridge Crompton and Carl Norris met in the early 1970s, soon after she moved her legal business to Morgan Lewis & Bockius, a large Philadelphia law firm. Norris was a young associate in the firm's personal law and estate department, and was assigned to work on Diana's account.

He was the son of an engineering professor, and held a master's degree in economics from the University of Washington in Seattle and a law degree from the University of Pennsylvania.

Diana's husband at the time, Robert H. Crompton 3d, was an avid fox hunter, whose life of leisure was featured in a February 1973 Wall Street Journal series, "The Nonworkers."

A month after the article about Crompton appeared, Diana divorced him. She soon began dating Carl Norris, and they were married the next year.

Twelve days before their wedding, Norris signed a prenuptial agreement, waiving any claim to assets that were not jointly owned.

Norris now contends that he was coerced into signing the agreement, that it would apply only in the case of Diana's death and that, because he managed her finances, he is entitled to share in the increased value of her estate, including Campbell stock.

Her lawyers deny his contentions and say he has no claim on her Campbell Soup inheritance.

As newlyweds, however, the Norrises had no such concerns. They lived a life of quiet wealth at Runnymede and, like Diana's brother and neighbor, George Strawbridge Jr., raised thoroughbreds on more than 1,000 acres of verdant farmland.

Within a year, Norris resigned from Morgan Lewis. He later said in a divorce court filing that he quit at his wife's insistence.

In 1978, the couple began to spend more time in Florida after buying what is now a $5.4 million house in Palm Beach.

Diana Norris was perfectly at home in the old-money enclave where her grandmother, Ethel Mallinckrodt Dorrance, had years earlier reigned as winter hostess. Tall, tan and fashionably thin, with a taste for Arnold Scaasi and Carolina Herrera designer clothes, the frosted-blond Diana split much of her time between gardening and tennis.

Her husband, too, adapted quickly. He joined the exclusive Everglades Club and the Bath and Tennis Club. The Palm Beach Book of Facts & Firsts, noting his "custom-made" style, named him among the city's best-dressed men.

But Diana's father, George Strawbridge Sr., and her brother were concerned about some of Norris' business dealings, according to a family member. In particular, they questioned his involvement in the buyout of Remington Rand Corp. Norris invested $3 million with a group that bought the company in 1979.

Three years later, the Princeton, N.J., company filed for bankruptcy court protection, a setback that Norris says put a tremendous strain on his marriage.

In a divorce hearing, he testified that it took him a year or more to recover from the Remington Rand failure. For much of that time, he testified, he did little other than play golf.

"My wife was critical of my playing golf so much," Norris testified. "I believe that she sensed that I wasn't happy without something to do."

He soon found something at Campbell Soup.

In the mid-1980s, the food industry was boiling with merger and takeover activity. In 1985 alone, General Foods, Nabisco Brands Inc. and Carnation Co. were absorbed by bigger companies.

Campbell Soup, too, was looking at possible merger partners, although not aggressively. At various times, the board directed the company's investment banker, Goldman Sachs & Co., to study possible combinations of Campbell Soup with, among others, Kellogg's, Quaker Oats and Hershey Foods.

Many of the top food companies, meanwhile, were enviously eyeing Campbell Soup and its glittering stable of consumer brands. But whenever the name came up as a possible takeover target, the first question was the Dorrances' stake, then about 58 percent: Would they sell? As a group? Individually?

As long as Jack Dorrance was head of the family, a merger was improbable. His emotional commitment to a Dorrance-controlled Campbell Soup was simply too strong.

But by the mid-1980s, Jack had retired as chairman and his influence within the family was waning. Uncertain of where the power now lay, R. Gordon McGovern, Campbell's lanky chief executive, stepped up his efforts to privately sound out members of the third generation.

He was surprised to discover how little they knew about the company. But they did know that other dynasties had lost control of their family businesses — and no one wanted that to happen at Campbell Soup.

McGovern thought he had a solution. Instead, his proposal triggered a pivotal episode in the family's history — a debacle that created distrust between the Dorrances and the executives who ran their company.

The plan, sketched out in late 1986, was to create two classes of stock: one regular, and one with greater voting weight, called "supervoting" shares.

Such a system would guarantee the Dorrance family continued voting control and serve as a defense against takeovers. It also would provide liquidity by allowing family members and others to sell their regular shares while retaining control through their supervoting shares.

"In other words," said one official, "the family could have its cake and eat it, too."

The plan would satisfy people like Dodo Hamilton, who was concerned about the tight concentration of her wealth in Campbell Soup stock. These relatives feared that their heirs might have to sell stock at fire-sale prices to pay inheritance taxes. According to friends, Hamilton, a lively woman known for her floppy hats and civic work, had a premonition of early death and was anxious to set her estate in order.

Company officials discussed the idea with family members and found them initially receptive. But things soured rapidly.

To begin with, at the insistence of lawyers the board brought in from New York, the family directors were excluded from all deliberations on the plan, to avoid any taint of self-interest.

Even worse for the Dorrances, in return for getting supervoting shares, a committee of company directors required that the family relinquish its right to ever hold a majority of the board seats.

In January 1987, the company called a meeting of the family at the Camden headquarters to discuss the proposal. It was the first time the third generation had ever assembled to talk about company business.

After they were briefed on the proposal, the family met privately.

Carl Norris was eager to speak. In clear, powerful language, he torpedoed the idea.

According to several participants, Norris argued that the proposal, in essence, would rob the Dorrances of one of the most basic rights of ownership: that of choosing the board of directors.

"Up until that point, it was really a dog and pony show by the lawyers. But then Carl stood up and said, 'Hey, guys, you know what they're trying to do to your family? They're trying to take away your rights as owners,'" Dodo Hamilton told an associate.

"He was very able to articulate to all of us … really what the management was doing," she told the associate. "Everybody kind of turned around and kind of chatted with the person sitting next to them. It was the first time we'd really talked."

"People felt like they were being asked to give away a portion of their birthright," recalled John Weber.

By virtue of his speech, Norris had abruptly become a force within the family. The Dorrances flatly rejected the stock plan.

With the failure of the two-tiered stock plan, a fundamental doubt had entered the family's attitude toward the executives who ran their company.

Were their interests, the family wondered, truly being represented by the professional managers? And if not, what then?

"The whole two-tiered thing created a lot of ill will within the family," said one family associate. "It also served to convince the family that a vehicle was needed for them to express their will."

Belton K. Johnson, a longtime friend of Jack Dorrance's and a former director of Campbell Soup, said, "That was the first time I ever saw anything surface that indicated there was any discontent in the family."

The solution came in September 1987 with the creation of a special family trust for voting their stock as a block. The structure of the trust was

devised by Happy van Beuren's husband, Archie. Silver-haired and proper, Archie van Beuren was a descendant of one of John D. Rockefeller's partners in Standard Oil and had for years managed his own family's fortune.

The trust, formally called the Major Shareholders Voting Trust, consisted of about 26.5 percent of the company's stock. The remaining family shares — about 32 percent — would stay in an existing trust for Jack's branch of the family, until his death.

Carl Norris was named trust administrator, a position that some family members said they viewed as largely clerical. Indeed, some — including Jack Dorrance — took umbrage when Norris had trust stationery printed with the Campbell logo and his name.

"He was simply an administrator. How he interpreted that is a different story," a cousin said dryly.

"I never pressed an issue that had not been cleared through the trustees," Norris said in response.

Norris also became a forceful advocate for the family's taking a tough- minded look at the company as an economic asset, rather than an untouchable heirloom.

By now, several family members were becoming increasingly dissatisfied with how Campbell Soup was performing compared with other food companies. Part of that discontent focused on McGovern, the CEO.

McGovern, a gifted marketer, saw Campbell's future growth in new products, such as dried soups. But for every winner like dried soups, there was a loser like Star Wars cookies. In the late 1980s, Campbell's net profits were growing at 9 percent a year, while the overall food industry was seeing profit growth of 12 percent.

The third generation was also becoming open to the idea of a merger between Campbell Soup and another company of its size.

Norris, in particular, took to the intrigue of mergers like a horse to clover, several family members said. He became a frequent visitor to the offices of the company's investment banker, Goldman Sachs, and — to the dismay of his wife's family — began to mingle with the deal-makers of Wall Street.

"Carl represented himself as the inside voice of Campbell Soup," said one Campbell director. "He was trying to stir up the whole industry. That was one of our problems: keeping Carl under control."

Norris' bold views on Campbell Soup also distressed Jack Dorrance and some of Diana's cousins. Many of his in-laws said they thought that Norris lacked the one prerequisite for such opinions: Dorrance blood.

"Jack, in particular, felt different about blood relatives," said one family adviser." … It was one thing if Carl said something, quite another if it was Diana."

"Jack felt that Carl talked too much to investment bankers, and the notion was getting out that the company was in play," said a former company executive. "Jack felt that was a mistake."

Norris, for his part, was anything but conciliatory with his wife's family. According to one relative, he criticized the business acumen of Jack's three children, who under their grandfather's will would inherit more stock than the other six cousins combined.

Norris denies making such criticisms and says he felt no enmity toward Jack's children.

The increasing tension between Norris and the children of Jack Dorrance became apparent in the spring of 1988, when Norris broached the subject of merging Campbell Soup with one of Philadelphia's largest companies, Scott Paper Co.

The idea was brought to the family voting trust by a group of independent Campbell directors, family members said. Dodo Hamilton told an associate that she and Norris, in turn, went to Jack Dorrance and asked for permission to have the company's investment bankers at Goldman Sachs analyze whether a combination would make sense.

A merger with Scott Paper would have solved the problem of finding a successor for McGovern, who was approaching retirement. He could have been replaced by Philip E. Lippincott, 55, Scott Paper's CEO.

Lippincott, a favorite of Wall Street for his adroit turnaround of Scott Paper, had been on Campbell's board since 1984 and was admired by many Dorrances.

"Phil was very much a known quantity," said a family associate. "He was family."

Jack Dorrance, who could no longer ignore the merger activity in the food industry, reluctantly approved Norris' request for a Goldman Sachs analysis.

But when Jack's older son learned of the plan, he became upset. According to close family associates, "Ippy," as he is known, had come to suspect that Norris and the voting trust were attempting to usurp his presumed role as the next family leader. Ippy demanded that the plan be dropped.

At a subsequent gathering of the family, Jack openly attacked Carl.

"Jack said things along the lines of: 'What did you think you were doing? … This is company business,'" recalled one family member present at the meeting.

But on this occasion, Dodo Hamilton stood up to her uncle.

"Jack had forgotten we had had this conversation and really was quite rude to Carl in a family meeting," Hamilton told an associate. "And I had to point out to him he had in fact told Carl to go ahead with it."

The Scott proposal went no further. But while abortive, it had great significance.

"It clearly elevated the level of suspicion and mistrust between 'The Dorrances' — Ippy, (his brother) Bennett and (sister) Mary Alice — and what would later become the Hamilton group," said a family associate.

Even as he was spending less and less time with his wife, Carl Norris was involving himself more in the affairs of Campbell Soup.

While skiing in Vail in 1989, Norris mentioned to a neighbor the company's need to find a new CEO. The neighbor suggested approaching the chief executive of Quaker Oats Co., William Smithburg.

From that chance remark sprang a secret merger plan that, had it materialized, would have had the epochal effect of ending Dorrance control of Campbell Soup.

The plan, called Project Toad, would have merged Campbell Soup with Quaker Oats Co., creating a U.S. food conglomerate second in sales only to Philip Morris Cos.

But the merger plan, as eventually sketched out by Campbell chairman Robert J. Vlasic, also would have reduced the Dorrances' majority stake in Campbell Soup to a minority share in the new company, according to people familiar with Project Toad.

Too, the plan included the explosive possibility of locating the new company in Chicago, headquarters of Quaker Oats. Campbell Plaza, one of Camden's few outposts of commerce, could have been in jeopardy.

Even today, some details of the controversial plan remain the subject of contention among the participants.

According to people familiar with the genesis of Project Toad, Carl Norris arranged for Smithburg to call Vlasic. Smithburg phoned, but instead of talking about the CEO job, he explored the idea of a merger.

Vlasic, the recently elected chairman of Campbell Soup, had joined the company in 1978 when he sold his family's pickle company to the Camden food- maker. From his perspective, Project Toad — a code name he derived loosely

from oats spelled backwards — would accomplish several goals.

In particular, Smithburg would become chief executive of the combined business, and family members, with a smaller share of the combined company, would have more flexibility to sell some of their stock without disrupting the market.

In April, Vlasic persuaded Ippy, George Strawbridge, Dodo Hamilton and McGovern to meet with Smithburg at an air terminal near Vlasic's office north of Detroit. At the secret meeting, Smithburg and Vlasic talked in broad terms about the merits of a merger.

The family members considered the meeting to be little more than exploratory.

"George and Dodo listened politely," recalled one of the participants. "Ippy stared out the window most of the time. And when someone asked him a question, he'd answer with a grunt."

To the family members in attendance, the matter seemed closed. But not to Vlasic. He directed Goldman Sachs to present an analysis of the proposed merger to the family.

In the end, Project Toad faltered because key family members, for different reasons, disliked its terms or resented the way Vlasic had pursued it. Worse, the episode deepened fears of management intrigue and betrayal, family associates said.

Though receptive in principle to a merger, Norris and Archie van Beuren were soured on Toad by talk that Campbell shareholders might get far less than what they thought the stock was worth.

On Sept. 1, they met Vlasic at his office in Michigan. They asked him to drop Project Toad and pursue other possibilities.

Ippy, Bennett and George Strawbridge, annoyed that Vlasic had pursued Toad without their consent, placed a conference call to the chairman. They icily informed him that they would block any merger with Quaker Oats.

Toad was dead.

Soon after the collapse of Toad — and the day after Diana Norris returned her wedding ring — Carl Norris aligned himself with the van Beurens and Hamiltons in a move that marked the debut of the dissident group.

The three families hired Arthur Liman, an influential Manhattan lawyer who had interrogated Lt. Col. Oliver North for Congress in the Iran-Contra hearings.

On Sept. 19, 1989, Liman went with Norris and Archie van Beuren to Campbell headquarters. During a 20-minute meeting, they asked Vlasic to have the company's investment bankers, Goldman Sachs, interview each branch of the family about their goals for their Campbell stock and devise ways of satisfying everyone.

In October in London, at the end of a special tour of Campbell's European businesses by the directors, Goldman Sachs presented its options, one of which was selling assets to buy out the dissidents.

Ippy rejected that idea. "Let 'em stew," he was quoted as saying by one participant.

On one issue, however, the family directors agreed: They were unhappy with the company's performance under McGovern.

McGovern had launched an aggressive plan five years earlier to expand both at home and in Europe, while at the same time closing outmoded plants. He had warned the board that such a plan would be costly and create a drag on profits.

But by the time of the London meeting, the family directors were impatient.

"At one point, all of the Dorrances were whispering away in the back of the buses," said one participant. "It was quite clear to McGovern that the family wanted him out. "

Stung, McGovern decided on the flight home to resign.

Realizing that a consensus on the company's future was beyond them, the cousins decided on Dec. 14, 1989, to dissolve the family voting trust — the very trust that had once been a symbol of family unity.

It was the first public indication of the divisions within the family, and news of the action enflamed speculation on Wall Street.

Ippy and Bennett were furious that the company was now perceived as a takeover target, according to associates. They also worried that the dissolution of the trust could spook David W. Johnson, the highly regarded chief executive at Gerber Products Co. who was being courted to succeed McGovern. (Johnson took the job anyway.)

To signal stability, Bennett, who had been named to the board after his father's death, began lobbying to have his sister, Mary Alice, and cousin, Charlotte Weber, seated on the board. Hurriedly, he called for a meeting of the nominating committee. Dodo Hamilton, caught short, was unable to attend.

Within days Mary Alice and Charlotte were elected directors, by narrow votes. Several family members were disconcerted. Now all three of Jack Dorrance's children — who firmly opposed a sale of the company — were on the board.

The dissidents, believing the board had been packed against them, reacted quickly.

On Dec. 28, the Norrises, Hamiltons and van Beurens stunned the family and the financial community by announcing that they wanted to sell their combined 17.4 percent share of the company. And they publicly called for the sale of Campbell Soup.

The split had become official.

One month after the dissidents' declaration, according to court files, Diana Norris wrote an anguished letter to her husband:

"I feel this CS (Campbell Soup) thing you have used to get even — (with) Jack, the Dorrance kids and now Bob Vlasic.

"This is my last letter to you. I am tired. By Feb. 1, I will announce our separation and divorce."

But she made no announcement.

"I was crying out and trying to shock Carl into coming home," she testified later, explaining her letter. "In the back of my mind, I was very afraid Carl had another woman … And I desperately wanted my husband back."

To outward appearances, nothing was amiss. In March, the couple met in Vail. A month later, they were in Wayne for the funeral of her father, George Strawbridge Sr. The couple sat together during the service at St. David's Episcopal Church. Norris helped his tearful wife read her eulogy and joined her in the receiving line.

"There was never any suggestion to me or anyone else that they were separated," said her brother, George.

Nor had Norris stopped representing his wife in company matters. In fact, in June 1990 he was instrumental in establishing yet another voting trust — this one for the three dissident families.

Meanwhile, marital turmoil continued. In a late summer letter to Carl, according to the court file, Diana wrote: "I know you said you didn't marry me for money but it sure looks that way now."

On Sept. 14, Carl Norris filed for divorce in West Chester. Two weeks later, his wife countered with her own divorce action in Palm Beach County. As of now, the Pennsylvania action takes precedence.

The divorce has embarrassed Norris allies in the dissident faction, family associates say. In September, Norris resigned as an officer of the trust. He also left the board of Delaware Trust Co., under pressure from his brother-in- law George, a director and major shareholder of the bank's parent company.

Norris, who has testified that his yearly income is $57,500 and his liquid assets amount to $615,000, is seeking alimony.

In court papers, Norris said he wants "an equitable distribution" of their property, including a portion of the increase in the value of her Campbell Soup stock during the marriage. He maintains that she agreed to share her assets and income in return for his managing her assets.

Norris is contesting the prenuptial agreement, contending, among other things, that his former employer used "undue influence" to get him to sign it. A Morgan Lewis partner said the firm "behaved properly" throughout its representation of Diana Norris.

In court papers, Diana has denied her husband's claims.

And her hurt and anger have not abated.

Asked during a Florida hearing about the amount of time that Carl Norris had to spend on his businesses, she replied:

"He has no businesses, sir. He was spending his time with Miss … "

And she named the woman in the photographs.