<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)


                  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 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-affiliates 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.
<PAGE>   2
                                EXPLANATORY NOTE

     We are filing this Amended Annual Report on Form 10K/A for the year ended
August 1, 1999 in order to be in a position to register additional shares of our
Common Stock on Form S-8 that we expect to file with the Securities and Exchange
Commission. This Amended Annual Report on Form 10-K/A for the year ended August
1, 1999 supplements the disclosure under Management's Discussion and Analysis of
Results of Operations and Financial Condition and the notes to the consolidated
financial statements of Vlasic Foods International Inc. contained in our Annual
Report on Form 10-K for the year ended August 1, 1999 with disclosure of a
subsequent event relevant to the status of the Company as a going concern. Other
subsequent events have been disclosed in Forms 10Q and Forms 8K filed by us
after August 1, 1999. This Amended Annual Report on Form 10K/A has not been
updated to reflect such other subsequent events. No modifications were made to
Parts I and III of our 1999 Annual Report on Form 10-K (except for page number
references) or to the results reported in the financial statements that are
attached hereto as Exhibit 13.1 and incorporated by reference.

     The notes to the consolidated financial statements are amended to include
Footnote 26, "Subsequent Event" and the disclosures in Management's Discussion
and Analysis of Results of Operations and Financial Condition have been modified
on page 11 and page 20 of Exhibit 13.1. The opinion of PricewaterhouseCoopers
LLP, independent accountants, appearing on page 47 of Exhibit 13.1 filed herein
has also been updated to reflect Footnote 26 and now includes the date as of
March 13, 2000. A new consent of PricewaterhouseCoopers LLP, independent
accountants, is also hereby filed and incorporated by reference as Exhibit 23.1.

                                     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.

-        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.

-        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.

-        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
<PAGE>   3
         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.

     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.
<PAGE>   4
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.

    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.
<PAGE>   5
                                   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.


                                   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
<PAGE>   6
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.


                            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
<PAGE>   7
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 19 through 20 of our 1999 Annual Report (Exhibit 13.1 filed
herewith) in the section entitled "Management's Discussion and Analysis of
Results of Operations and Financial Condition", which are incorporated herein by
reference.


                     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 31 to 32 of the 1999 Annual Report (Exhibit 13.1 filed
herewith) 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 23 of the 1999
Annual Report (Exhibit 13.1 filed herewith) 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 23 of Exhibit 13.1
filed herewith) and other statements made in this Form 10-K/A 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;
<PAGE>   8
         -        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.
<PAGE>   9
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.

<TABLE>
<CAPTION>
                 FACILITY LOCATION                                     PRINCIPAL PRODUCTS
                 -----------------                                     ------------------
<S>                                                             <C>
         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
</TABLE>

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.
<PAGE>   10
     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:

<TABLE>
<CAPTION>
                                                                                                               DATE FIRST
                                                                                                                 ELECTED
              NAME                                           PRESENT TITLE                              AGE      OFFICER
              ----                                           -------------                              ---      -------
<S>                                <C>                                                                  <C>    <C>
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
</TABLE>

(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.

(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.
<PAGE>   11
(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.
<PAGE>   12
                                     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 43 of the 1999 Annual Report (Exhibit 13.1 filed herewith) 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 45 of the 1999
Annual Report (Exhibit 13.1 filed herewith) 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 23 of the 1999 Annual Report
(Exhibit 13.1 filed herewith) 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 21 of the 1999 Annual Report (Exhibit
13.1 filed herewith) 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, except Note 26 which is as
of March 13, 2000, appearing on pages 24 to 44 and page 47 of the accompanying
1999 Annual Report to Shareowners (Exhibit 13.1 filed herewith) are incorporated
by reference in this Form 10-K/A 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/A Annual Report.



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

     None.
<PAGE>   13
                                    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.
<PAGE>   14
                                     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 24 through 44 and page 47 of the
         1999 Annual Report.

2.       Financial Statement Schedules

              None.
<PAGE>   15
         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.
<PAGE>   16
         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*   Severance 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 47 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.

**  Documents filed herewith.
<PAGE>   17
                                   SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") and Rule 12b-15 promulgated by the
Securities and Exchange Commission under the Exchange Act, Vlasic has duly
caused this amended report to be signed on its behalf by the undersigned,
thereunto duly authorized.



Date:   April 28, 2000                 VLASIC FOODS INTERNATIONAL INC.





                                       By:      /s/ Joseph Adler
                                           ------------------------------------
                                                        Joseph Adler
                                                Vice President and Controller




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



Date:    April 28, 2000

                                       By:       /s/ Joseph Adler
                                           -------------------------------------
                                                        Joseph Adler
                                                Vice President and Controller



<TABLE>
<S>                                <C>                                 <C>
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 Counsel and
Shaun F. O'Malley                  Director                            }     Corporate Secretary
                                                                       }
</TABLE>