DEFA14A 1 dp36448_defa14a.htm FORM DEFA/14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
 
 
Filed by the Registrant  x                                         Filed by a Party other than the Registrant   o
 
Check the appropriate box:
 
o  Preliminary Proxy Statement
 
o  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
o  Definitive Proxy Statement
 
o  Definitive Additional Materials
 
x  Soliciting Material Pursuant to § 240.14a-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)
 

 
Payment of Filing Fee (Check the appropriate box):
 
x       No fee required.
 
o       Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1)
Title of each class of securities to which transaction applies:
   
(2)
Aggregate number of securities to which transaction applies:
   
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
   
(4)
Proposed maximum aggregate value of transaction:
   
(5)
Total fee paid:
 
o
Fee paid previously with preliminary materials.
 
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)
Amount Previously Paid:
   
(2)
Form, Schedule or Registration Statement No.:
   
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On February 22, 2013, H. J. Heinz Company (the “Company”) first sent the following letter to a representative of a union representing the Company’s employees.
 
Dear (Name/Title),
 
Mr. Johnson received your letter and asked me to respond to your request for a meeting to discuss the merger agreement.
 
First and foremost, I want to assure you that the Company’s goal is to inform Heinz employees throughout this process, at the appropriate time.  The Company believes that a meaningful and constructive dialogue with the union is important.
 
As the Company announced on February 14, 2013, the merger agreement is subject to approval by Heinz shareholders, receipt of regulatory approvals and other customary closing conditions.
 
The first legal requirement is to file the preliminary proxy with the SEC for review, which the Company expects to do within the next month. This will be followed by a final proxy mailing to all shareholders and a special Heinz shareholder meeting to vote on the transaction.  The transaction is expected to close in the third (calendar) quarter of 2013.
 
Based on this timetable, the Company expects to schedule a meeting with the union at an appropriate time after the shareholder vote.
 
Until the transaction is approved and completed, it is “business as usual” at the Company’s operations in INSERT LOCATION and at our operations around the world.  During this period, it is important that Heinz employees remain focused on the business and on meeting the needs of our customers and consumers.
 
Thank you again for your letter. 
 
 
 
Sincerely,
 
(Name/Title)
 

Cautionary Statement Regarding Forward-Looking Statements
 
This communication and H. J. Heinz’s (the “Company”) other public pronouncements contain forward-looking statements within the meaning 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 the Company’s expectations as to future revenue growth, earnings, capital expenditures and other spending, dividend policy, and planned credit rating, 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 the Company’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:
 
•      the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement,
 
•      the failure to receive, on a timely basis or otherwise, the required approvals by the Company’s shareholders and government or regulatory agencies,
 
•      the risk that a closing condition to the proposed merger may not be satisfied,
 
•      the failure to obtain the necessary financing in connection with the proposed merger,
 
•      the ability of the Company to retain and hire key personnel and maintain relationship with customers, suppliers and other business partners pending the consummation of the proposed merger, and
 
 
 
 
 
•      other factors described in “Risk Factors” and “Cautionary Statement Relevant to Forward-Looking Information” in the Company’s Annual Report on Form 10-K for the fiscal year ended April 29, 2012 and reports on Forms 10-Q thereafter.
 
The forward-looking statements are and will be based on management’s then current views and assumptions regarding future events and speak only as of their dates. 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.
 
Additional Information and Where to Find It
 
This communication may be deemed to be solicitation material in respect of the proposed merger between the Company and a subsidiary of Hawk Acquisition Holding Corporation.  In connection with the proposed merger, the Company will file a preliminary proxy statement and a definitive proxy statement with the United States Securities and Exchange Commission (“SEC”).  The information contained in the preliminary filing will not be complete and may be changed.  BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.  The definitive proxy statement will be mailed to the shareholders of the Company seeking their approval of the proposed merger.  The Company’s shareholders will also be able to obtain a copy of the definitive proxy statement free of charge by directing a request to: H.J. Heinz Company, P.O. Box 57, Pittsburgh, Pennsylvania 15230, Attention: Corporate Affairs Department.  In addition, the preliminary proxy statement and definitive proxy statement will be available free of charge at the SEC’s website, www.sec.gov.
 
Participants in the Solicitation
 
The Company and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed merger.  Information regarding the Company’s directors and executive officers is available in the Company’s proxy statement for its 2012 annual meeting of shareholders, which was filed with the SEC on August 28, 2012.  These documents are available free of charge at the SEC’s website at www.sec.gov, and by mail at: H.J. Heinz Company, P.O. Box 57, Pittsburgh, Pennsylvania 15230, Attention: Corporate Affairs Department.  Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Company’s shareholders in connection with the proposed merger will be set forth in the preliminary proxy statement when it is filed with the SEC.