DEFA14A 1 dp03313_defa14a.htm

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant  o

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Preliminary Proxy Statement
o Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
x Definitive Additional Materials
o Soliciting Material Pursuant to Rule 14a-12

 

H. J. Heinz Company

(Name of Registrant as Specified in its Charter)
 
 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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      The following press release was issued by H. J. Heinz Company.

 

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FOR RELEASE UPON RECEIPT

HEINZ WINS STRONG SUPPORT OF CALPERS, NATION’S LARGEST PUBLIC PENSION FUND

PITTSBURGH, August 10, 2006 – H. J. Heinz Company (NYSE: HNZ) said today that the California Public Employees Retirement System (CalPERS), the nation’s largest public pension fund, has informed the Company that it will vote its 1.66 million Heinz shares to re-elect all 12 members of the Company’s Board.

CalPERS’ support reinforces Heinz’s strong position in its proxy fight with investor Nelson Peltz and his Cayman Islands-based hedge fund. CalPERS rejected Mr. Peltz and his entire slate of Trian nominees.

Heinz is gratified that CalPERS, a respected advocate of corporate governance best practices, with assets of more than $208 billion, cited the fact that Heinz, among other things, is appointing two new independent directors.

Heinz urges all shareholders to join CalPERS in voting the WHITE card to re-elect every Director on its Board. Heinz’s Annual Meeting of Shareholders is Wednesday, August 16, 2006, 9 a.m. EDT at the Hilton Pittsburgh. For more information on Heinz, visit www.heinzsuperiorvalue.com.

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SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS:

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified by the words “will,” “expects,” “anticipates,” “believes,” “estimates” or similar expressions and include our expectations as to future revenue growth, earnings, capital expenditures and other spending, as well as anticipated reductions in spending. These forward-looking statements reflect management’s view of future events and financial performance. These statements are subject to risks, uncertainties, assumptions and other important factors, many of which may be beyond Heinz’s control, and could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Factors that could cause actual results to differ from such statements include, but are not limited to:

sales, earnings, and volume growth,
general economic, political, and industry conditions,
competitive conditions, which affect, among other things, customer preferences and the pricing of products, production, energy and raw material costs,
   





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the ability to identify and anticipate and respond through innovation to consumer trends,
the need for product recalls,
the ability to maintain favorable supplier relationships,
currency valuations and interest rate fluctuations,
change in credit ratings,
the ability to identify and complete and the timing, pricing and success of acquisitions, joint ventures, divestitures and other strategic initiatives,
approval of acquisitions and divestitures by competition authorities, and satisfaction of other legal requirements,
the ability to successfully complete cost reduction programs,
the results of shareholder proposals,
the ability to limit disruptions to the business resulting from the emphasis on three core categories and potential divestitures,
the ability to effectively integrate acquired businesses, new product and packaging innovations,
product mix,
the effectiveness of advertising, marketing, and promotional programs,
the ability to maintain sales growth while reducing spending on advertising, marketing and promotional programs,
supply chain efficiency,
cash flow initiatives,
risks inherent in litigation, including tax litigation, and international operations, particularly the performance of business in hyperinflationary environments,
changes in estimates in critical accounting judgments and other laws and regulations, including tax laws,
the success of tax planning strategies,
the possibility of increased pension expense and contributions and other people-related costs,
the possibility of an impairment in Heinz’s investments, and
other factors described in “Risk Factors” and “Cautionary Statement Relevant to Forward-Looking Information” in the Company’s Form 10-K for the fiscal year ended May 3, 2006.

The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the securities laws.

On July 10, 2006, Heinz began the process of mailing its definitive proxy statement, together with a WHITE proxy card. Shareholders are strongly advised to read Heinz's proxy statement as it contains important information. Shareholders may obtain an additional copy of Heinz's definitive proxy statement and any other documents filed by Heinz with the Securities and Exchange Commission for free at the Internet Web site maintained by the Securities and Exchange Commission at www.sec.gov. Copies of the definitive proxy statement are available for free at Heinz's Internet Web site at www.heinz.com or by writing to H.J. Heinz Company, World Headquarters, 600 Grant Street, Pittsburgh, Pennsylvania 15219. In addition, copies of Heinz’s proxy materials may be requested by contacting our proxy solicitor, MacKenzie






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Partners, Inc. at (800) 322-2885 toll-free or by email at proxy@mackenziepartners.com. Detailed information regarding the names, affiliations and interests of individuals who are participants in the solicitation of proxies of Heinz’s shareholders is available in Heinz’s Schedule 14A filed with the Securities and Exchange Commission on July 18, 2006.

ABOUT HEINZ: H.J. Heinz Company, offering "Good Food, Every Day(TM)," is one of the world's leading marketers and producers of branded foods in ketchup and condiments; meals & snacks; and infant foods. Heinz delights consumers in every outlet, from supermarkets to restaurants to convenience stores and kiosks. Heinz is a global family of leading brands, including Heinz(R) Ketchup, sauces, soups, beans, pasta and infant foods (representing nearly one-third of total sales or close to $3 billion), HP(R) and Lea & Perrins(R), Ore-Ida(R) french fries and roasted potatoes, Boston Market(R) and Smart Ones(R) meals, and Plasmon(R) baby food. Heinz has leading brands in six core developed geographies and five developing geographies. Information on Heinz is available at www.heinz.com/news.

Media:  
   
Ted Smyth: 412-456-5780
Michael Mullen: 412-456-5751 or Michael.mullen@us.hjheinz.com
   
Investors:  
Jack Runkel: 412-456-6034

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     The following memorandum was sent to H. J. Heinz Company employees:

August 11, 2006

Dear Heinz Colleagues:

     This has been an extraordinary and challenging six months for everyone involved with the H. J. Heinz Company. Meanwhile, you have risen to the occasion to produce one of the finest quarterly performances in recent history. On behalf of the Board and senior management, thank you and well done!

     The Heinz Company is built around great brands, but our people are what makes the difference. I will reiterate this to shareholders at our Annual Meeting next Wednesday.

     This year’s proxy challenge has brought an outpouring of support from our employees, retirees, customers and suppliers, as well as friends and neighbors in our communities. A special message I would like to share with you is a note from Drue Heinz, Mrs. H. J. Heinz II. She writes, “I simply want to wish you the best for next Wednesday. I’m with you 101% so I hope it all turns out that way.”

     I look forward to our continued success.

Sincerely,
 
 
 
William R. Johnson