8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  March 21, 2013

H. J. Heinz Company

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania	1-3385	25-0542520
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
One PPG Place, Suite 3100 Pittsburgh, Pennsylvania		15222
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code:  (412) 456-5700
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ]          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ]          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ]          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ]          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On March 21, 2013, H. J. Heinz Company (the “Company”) entered into the First Supplemental Indenture (the “First Supplemental Indenture”) to the Indenture, dated as of July 6, 2001, by and among H. J. Heinz Finance Company (“Heinz Finance”), a subsidiary of the Company, the Company and The Bank of New York Mellon (the “Trustee”), which effects certain amendments (the “Amendments”) to the 7.125% Guaranteed Notes Due 2039 issued by Heinz Finance and fully, unconditionally and irrevocably guaranteed by the Company (the “Notes”).

The Amendments (a) amend the definition of “Change of Control” contained in the Notes and (b) add a definition of “Permitted Holder” to the Notes. The effect of the Amendments is to waive Heinz Finance’s obligation under the Notes to make a change of control offer to repurchase the Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, upon consummation of the Company’s pending merger with Hawk Acquisition Sub, Inc., an entity affiliated with Berkshire Hathaway Inc. and 3G Capital Partners Ltd. (the “Merger”), and to make certain other changes to the definition of “Change of Control”. The effectiveness of the Amendments is not a condition to the completion of the Merger, although the Merger remains subject to shareholder and regulatory approvals and other customary closing conditions. Holders of a majority in aggregate principal amount of the outstanding Notes consented to the Amendments.

The First Supplemental Indenture is attached hereto as Exhibit 4.1. The foregoing description of the First Supplemental Indenture is qualified in its entirety by reference to the full text of the First Supplemental Indenture, which is incorporated herein by reference.

Item 8.01 Other Events

On March 21, 2013, the Company issued a press release announcing that it had entered into the First Supplemental Indenture described above. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)        Exhibits

Exhibit 4.1  First Supplemental Indenture, dated as of March 21, 2013, to the Indenture, dated as of July 6, 2001, by and among H. J. Heinz Finance Company, H. J. Heinz Company and The Bank of New York Mellon

Exhibit 99.1 Press Release issued March 21, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  March 21, 2013	H. J. HEINZ COMPANY
	By:	/s/ Theodore N. Bobby
		Theodore N. Bobby Executive Vice President, General Counsel & Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
4.1	First Supplemental Indenture, dated as of March 21, 2013, to the Indenture, dated as of July 6, 2001, by and among H. J. Heinz Finance Company, H. J. Heinz Company and The Bank of New York Mellon
99.1	Press release dated March 21, 2013

EX-4.1

Exhibit 4.1

FIRST SUPPLEMENTAL INDENTURE

Dated as of March 21, 2013

THIS FIRST SUPPLEMENTAL INDENTURE to the Securities referred to below is dated as of March 21, 2013 and is made by and among H. J. HEINZ FINANCE COMPANY, a Delaware corporation (the “Company”), H. J. HEINZ COMPANY, a Pennsylvania corporation (the “Guarantor”), and THE BANK OF NEW YORK MELLON (as successor to J.P. MORGAN TRUST COMPANY, N.A., as successor to BANK ONE, NATIONAL ASSOCIATION), as trustee (the “Trustee”).

WHEREAS, the Company, the Guarantor and the Trustee entered into an Indenture, dated as of July 6, 2001 (the “Indenture”), pursuant to which the Company issued its 7.125% Guaranteed Notes Due 2039 (the “Securities”), $931,000,000 aggregate principal amount of which are outstanding on the date hereof;

WHEREAS, Section 902 of the Indenture provides that the Company, the Guarantor and the Trustee may amend the Securities with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding;

WHEREAS, the Company desires to amend certain provisions of the Securities, as set forth in Article I hereof (the “Amendments”);

WHEREAS, the Securities will evidence the same continuing unsecured indebtedness of the Company;

WHEREAS, the Company has solicited the consents of the Holders of the Securities to the Amendments pursuant to a Consent Solicitation Statement dated March 13, 2013, as amended by Supplement No. 1 to the Consent Solicitation Statement dated March 18, 2013 (collectively, the “Statement”), upon the terms and subject to the conditions set forth therein

WHEREAS, the Holders of at least a majority in aggregate principal amount of the Securities outstanding have consented to the Amendments effected by this First Supplemental Indenture; and

WHEREAS, all things necessary to make this First Supplemental Indenture a valid agreement, in accordance with its terms, have been done.

NOW THEREFORE, this First Supplemental Indenture witnesseth that, for and in consideration of the premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows: 

ARTICLE I

AMENDMENTS TO THE SECURITIES

Section 1.1.  Amendments to the Securities.

(a)           The definition of “Change in Control” is hereby deleted in its entirety and replaced by the following:

““Change of Control” means:

(1)  the Guarantor becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as then in effect), other than one or more Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3

and 13d-5 under the Exchange Act as then in effect), directly or indirectly, of more than 50% of the total voting power of the capital stock of the Guarantor then outstanding and normally entitled to vote in the election of directors; or

(2)  the sale, lease, transfer, conveyance or other disposition (other than by way of merger, consolidation or other business combination transaction), in one or a series of related transactions, of all or substantially all of the assets of the Guarantor and its Restricted Subsidiaries taken as a whole to a person, other than a Restricted Subsidiary or one or more Permitted Holders.”

(b)  The definition of “Permitted Holder” will be added directly after the definition of “Moody’s”, and will read as stated below:

““Permitted Holder” means, collectively, (1) 3G Capital Inc., and each of its Affiliates but not including, however, any portfolio companies of any of the foregoing, (2) Berkshire Hathaway, Inc. and each of its Affiliates but not, including, however, any portfolio companies of any of the foregoing, (3) any one or more Persons, together with such Persons’ Affiliates, whose beneficial ownership constitutes or results in a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Securities and (4) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act as then in effect) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, 3G Capital Inc. and Berkshire Hathaway, Inc., collectively, have beneficial ownership of more than 50% of the total voting power of the capital stock of the Guarantor or any of its direct or indirect parent entities held by such group.”

Section 1.2 Defined Terms.  As used in this First Supplemental Indenture, terms defined in the Securities (and not otherwise defined herein) are used herein as therein defined, and terms defined in the Indenture (and not otherwise defined herein or in the Securities) are used herein as therein defined.  The words “herein,” “hereof” and “hereby” and other words of similar import used in this First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular section hereof. Any defined terms present in the Securities but no longer used as a result of the Amendments made by this First Supplemental Indenture are hereby eliminated.  The definition of any defined term used in the Securities where such definition is set forth in any of the sections or subsections that are eliminated by this First Supplemental Indenture and the term is still used in the Securities after the Amendments hereby become operative shall be deemed to become part of, and defined in the Securities.

ARTICLE II

MISCELLANEOUS

Section 2.1 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this First Supplemental Indenture, the Securities or the Indenture or any provision herein or therein contained.

Section 2.2 Governing Law. This First Supplemental Indenture shall be governed by and construed in accordance with the law of the State of New York.

Section 2.3 Separability Clause. In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 2.4 Ratification of the Securities; First Supplemental Indenture Part of the Securities. Except as expressly supplemented hereby, the Securities are in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Securities for all purposes, and every Holder of Securities heretofore or hereafter

authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this First Supplemental Indenture.

Section 2.5 Multiple Originals. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them shall represent the same agreement. One signed copy is enough to prove this First Supplemental Indenture.

Section 2.6 Headings. The headings of the Articles and Sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

Section 2.7 Trustee.  The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture.  The recitals and statements herein are deemed to be those of the Company and the Guarantor and not of the Trustee.

Section 2.8 Effectiveness.  This First Supplemental Indenture shall become a binding agreement between the parties hereto when executed by the parties hereto. The Amendments set forth herein shall become operative at the time and date at which the Company pays the Consent Consideration (as defined in the Statement) to the Information and Tabulation Agent (as defined in the Statement) pursuant to, and subject to the conditions set forth in, the Statement.

Section 2.9 Terms and Conditions.  When the Amendments set forth herein shall become operative as provided in Section 2.8 above, the terms and conditions of this First Supplemental Indenture shall be part of the terms and conditions of the Securities for any and all purposes, and all the terms and conditions of both shall be read together as though they constitute one and the same instrument, except that in the case of conflict, the provisions of this First Supplemental Indenture will control.

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first written above.

H. J. HEINZ FINANCE COMPANY
By:	/s/ Leonard A. Cullo, Jr.
	Name: Leonard A. Cullo, Jr. Title: President

H. J. HEINZ COMPANY, as Guarantor
By:	/s/ Leonard A. Cullo, Jr.
	Name: Leonard A. Cullo, Jr. Title: Vice President – Treasurer

THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Laurence J. O'Brien
	Name: Laurence J. O'Brien Title: Vice President

EX-99.1

Exhibit 99.1

Heinz Announces Successful Completion of its Consent Solicitation

with Respect to 7.125% Guaranteed Notes Due 2039

March 21, 2013

PITTSBURGH--(BUSINESS WIRE)-- H. J. Heinz Company (NYSE: HNZ) (“Heinz”) announced today that its subsidiary H. J. Heinz Finance Company (“Heinz Finance”) has received the consents necessary to effect certain amendments (the “Amendments”) to the 7.125% Guaranteed Notes Due 2039 (CUSIP No. 42307T AH1) issued by Heinz Finance and fully, unconditionally and irrevocably guaranteed by Heinz (the “Notes”).

The Amendments (a) amend the definition of “Change of Control” contained in the Notes and (b) add a definition of “Permitted Holder” to the Notes. The effect of the Amendments is to waive Heinz Finance’s obligation under the Notes to make a change of control offer to repurchase the Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, upon consummation of Heinz’s pending merger with Hawk Acquisition Sub, Inc., an entity affiliated with Berkshire Hathaway Inc. and 3G Capital Partners Ltd. (the “Merger”), and to make certain other changes to the definition of “Change of Control”. The effectiveness of the Amendments is not a condition to the completion of the Merger, although the Merger remains subject to shareholder and regulatory approvals and other customary closing conditions.

Heinz Finance received the consents of holders of a majority of the aggregate principal amount of the Notes prior to the expiration time of 5:00 p.m., New York City time, on March 21, 2013. As a result, Heinz Finance, Heinz and The Bank of New York Mellon (“the Trustee”) have entered into the First Supplemental Indenture to the Indenture, dated as of July 6, 2001, by and among Heinz Finance, Heinz, as guarantor, and the Trustee, which effects the Amendments.

Heinz Finance will make cash payments of $10.00 for each $1,000 in aggregate principal amount of Notes for which a consent was validly delivered in accordance with the terms and conditions of the Consent Solicitation Statement, dated March 13, 2013, as amended by Supplement No. 1 to the Consent Solicitation Statement, dated March 18, 2013.

This announcement is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any Notes or any other securities. This announcement is also not a solicitation of consents with respect to the Amendments or any securities.

Cautionary Statement Regarding Forward-Looking Statements

This press release and our other public pronouncements contain 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, 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 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:

· the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with an entity formed by Berkshire Hathaway and 3G Capital,

· the failure to receive, on a timely basis or otherwise, the required approvals by Heinz’s shareholders and government or regulatory agencies with regard to the merger agreement,

· the risk that a closing condition to the merger agreement may not be satisfied,

· the failure of the buyer to obtain the necessary financing in connection with the merger agreement,

· the ability of Heinz to retain and hire key personnel and maintain relationships with customers, suppliers and other business partners pending the consummation of the proposed merger agreement,

· sales, volume, earnings, or cash flow growth,

· general economic, political, and industry conditions, including those that could impact consumer spending,

· competitive conditions, which affect, among other things, customer preferences and the pricing of products, production, and energy costs,

· competition from lower-priced private label brands,

· increases in the cost and restrictions on the availability of raw materials, including agricultural commodities and packaging materials, the ability to increase product prices in response, and the impact on profitability,

· the ability to identify and anticipate and respond through innovation to consumer trends,

· the need for product recalls,

· the ability to maintain favorable supplier and customer relationships, and the financial viability of those suppliers and customers,

· currency valuations and devaluations and interest rate fluctuations,

· changes in credit ratings, leverage, and economic conditions and the impact of these factors on our cost of borrowing and access to capital markets,

· our ability to effectuate our strategy, including our continued evaluation of potential opportunities, such as strategic acquisitions, joint ventures, divestitures, and other initiatives, our ability to identify, finance, and complete these transactions and other initiatives, and our ability to realize anticipated benefits from them,

· the ability to successfully complete cost reduction programs and increase productivity,

· the ability to effectively integrate acquired businesses,

· new products, packaging innovations, and product mix,

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· the effectiveness of advertising, marketing, and promotional programs,

· supply chain efficiency,

· cash flow initiatives,

· risks inherent in litigation, including tax litigation,

· the ability to further penetrate and grow and the risk of doing business in international markets, particularly our emerging markets; economic or political instability in those markets, strikes, nationalization, and the performance of business in hyperinflationary environments, in each case such as Venezuela; and the uncertain global macroeconomic environment and sovereign debt issues, particularly in Europe,

· changes in estimates in critical accounting judgments and changes in 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 potential adverse impact of natural disasters, such as flooding and crop failures, and the potential impact of climate change,

· the ability to implement new information systems, potential disruptions due to failures in information technology systems, and risks associated with social media,

· with regard to dividends, dividends must be declared by the Board of Directors and will be subject to certain legal requirements being met at the time of declaration, as well as our Board’s view of our anticipated cash needs, and

· other factors described in “Risk Factors” and “Cautionary Statement Relevant to Forward-Looking Information” in Heinz’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 based on management’s current views and assumptions regarding future events and speak only as of their dates. Heinz 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.

ABOUT HEINZ: H. J. Heinz Company, offering “Good Food Every Day”™ is one of the world’s leading marketers and producers of healthy, convenient and affordable foods specializing in ketchup, sauces, meals, soups, snacks and infant nutrition. Heinz provides superior quality, taste and nutrition for all eating occasions whether in the home, restaurants, the office or “on-the-go.” Heinz is a global family of leading branded products, including Heinz® Ketchup, sauces, soups, beans, pasta and infant foods (representing over one third of Heinz’s total sales), Ore-Ida® potato products, Weight Watchers® Smart Ones® entrées, T.G.I. Friday’s® snacks, and Plasmon infant nutrition. Heinz is famous for its iconic brands on six continents, showcased by Heinz® Ketchup, The World’s Favorite Ketchup®.

Copyright (c) 2013

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CONTACTS:

H. J. Heinz Company

Michael Mullen, 412-456-5751

Michael.mullen@us.hjheinz.com

Source: H. J. Heinz Company

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