-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, jrRH2MmgAm9e52C9kQku5Su/1xkFTRw/IRQ/B958f0FD+0StZBaL86v6UPXe3FK6 lm9tP24Ejq70Ofu3L29Llg== 0000950109-95-002807.txt : 19950728 0000950109-95-002807.hdr.sgml : 19950728 ACCESSION NUMBER: 0000950109-95-002807 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950727 SROS: NYSE SROS: PSE GROUP MEMBERS: HEINZ FAMILY FOUNDATION GROUP MEMBERS: HEINZ HOWARD ENDOWMENT GROUP MEMBERS: HOWARD HEINZ ENDOWMENT GROUP MEMBERS: VIRA I. HEINZ ENDOWMENT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEINZ H J CO CENTRAL INDEX KEY: 0000046640 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 250542520 STATE OF INCORPORATION: PA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06496 FILM NUMBER: 95556543 BUSINESS ADDRESS: STREET 1: 600 GRANT ST CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 4124565700 MAIL ADDRESS: STREET 2: P O BOX 57 CITY: PITTSBURGH STATE: PA ZIP: 15230 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEINZ HOWARD ENDOWMENT CENTRAL INDEX KEY: 0000908635 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 251721100 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 30 CNG TOWER CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4123382625 MAIL ADDRESS: STREET 1: 30 CNG TOWER CITY: PITTSBURGH STATE: PA ZIP: 15222 SC 13D/A 1 SCHEDULE 13D-AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* H.J. Heinz Company (Name of Issuer) Common Stock, $.25 par value (Title of Class of Securities) 423074-10-3 (CUSIP Number) Paul J. Bschorr, Esq. Dewey Ballantine 1301 Avenue of the Americas New York, NY 10019 (Phone: 212-259-8000) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 27, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b) (3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 21 Pages CUSIP No. 423074-10-3 13D Page 2 of 21 Pages 1: NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Howard Heinz Endowment 2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3: SEC USE ONLY 4: SOURCE OF FUNDS* N/A 5: CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6: CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7: SOLE VOTING POWER 15,063,231 8: SHARED VOTING POWER -0- 9: SOLE DISPOSITIVE POWER 15,063,231 10: SHARED DISPOSITIVE POWER -0- 11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,063,231 12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/*/[ ] 13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% 14: TYPE OF REPORTING PERSON/*/ CO /*/ SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 423074-10-3 13D Page 3 of 21 Pages 1: NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vira I. Heinz Endowment 2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP/*/ (a)[x] (b)[ ] 3: SEC USE ONLY 4: SOURCE OF FUNDS/*/ N/A 5: CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6: CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7: SOLE VOTING POWER 7,567,460 8: SHARED VOTING POWER -0- 9: SOLE DISPOSITIVE POWER 7,567,460 10: SHARED DISPOSITIVE POWER -0- 11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,567,460 12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/*/[ ] 13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1% 14: TYPE OF REPORTING PERSON/*/ CO /*/ SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 423074-10-3 13D Page 4 of 21 Pages 1: NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Heinz Family Foundation 2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP/*/ (a)[x] (b)[ ] 3: SEC USE ONLY 4: SOURCE OF FUNDS/*/ N/A 5: CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6: CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7: SOLE VOTING POWER 735,922 8: SHARED VOTING POWER -0- 9: SOLE DISPOSITIVE POWER 735,922 10: SHARED DISPOSITIVE POWER -0- 11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 735,922 12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/*/[ ] 13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .3% 14: TYPE OF REPORTING PERSON/*/ CO /*/ SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 423074-10-3 13D Page 5 of 21 Pages 1: NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON H. John Heinz III Revocable Trust No. 1 2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP/*/ (a)[x] (b)[ ] 3: SEC USE ONLY 4: SOURCE OF FUNDS/*/ N/A 5: CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6: CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7: SOLE VOTING POWER 3,158,639 8: SHARED VOTING POWER -0- 9: SOLE DISPOSITIVE POWER 3,158,639 10: SHARED DISPOSITIVE POWER -0- 11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,158,639 12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/*/[ ] 13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% 14: TYPE OF REPORTING PERSON/*/ OO /*/ SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 423074-10-3 13D Page 6 of 21 Pages 1: NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON H. John Heinz III Descendants' Trust (No. 1) 2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP/*/ (a)[x] (b)[ ] 3: SEC USE ONLY 4: SOURCE OF FUNDS/*/ N/A 5: CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6: CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7: SOLE VOTING POWER 625,000 8: SHARED VOTING POWER -0- 9: SOLE DISPOSITIVE POWER 625,000 10: SHARED DISPOSITIVE POWER -0- 11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 625,000 12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/*/[ ] 13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .3% 14: TYPE OF REPORTING PERSON/*/ OO /*/ SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 423074-10-3 13D Page 7 of 21 Pages 1: NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON H.J. Heinz II Charitable and Family Trust 2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP/*/ (a)[x] (b)[ ] 3: SEC USE ONLY 4: SOURCE OF FUNDS/*/ N/A 5: CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6: CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7: SOLE VOTING POWER 2,697,000 8: SHARED VOTING POWER -0- 9: SOLE DISPOSITIVE POWER 2,697,000 10: SHARED DISPOSITIVE POWER -0- 11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,697,000 12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/*/[ ] 13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% 14: TYPE OF REPORTING PERSON/*/ OO /*/ SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 423074-10-3 13D Page 8 of 21 Pages 1: NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON H.J. Heinz II Family Trust 2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP/*/ (a)[x] (b)[ ] 3: SEC USE ONLY 4: SOURCE OF FUNDS/*/ N/A 5: CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6: CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7: SOLE VOTING POWER 2,229,724 8: SHARED VOTING POWER -0- 9: SOLE DISPOSITIVE POWER 2,229,724 10: SHARED DISPOSITIVE POWER -0- 11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,229,724 12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/*/ 13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .9% 14: TYPE OF REPORTING PERSON/*/ OO /*/ SEE INSTRUCTIONS BEFORE FILLING OUT! The joint Schedule 13D dated June 22, 1995 of the Howard Heinz Endowment, the Vira I. Heinz Endowment, the Heinz Family Foundation, the H. John Heinz III Revocable Trust No. 1 and the H. John Heinz III Descendants' Trust (No. 1) is hereby amended as follows: Item 2. Identity and Background The first paragraph of Item 2 is hereby amended and restated as follows: "This statement is being filed by a group comprised of the Howard Heinz Endowment, the Vira I. Heinz Endowment, the Heinz Family Foundation (the "Foundation"), the H. John Heinz III Revocable Trust No. 1 (the "Revocable Trust") the H. John Heinz III Descendants' Trust (No. 1) (the "Descendants' Trust"), the H.J. Heinz II Charitable and Family Trust, (the "Charitable and Family Trust") and the H.J. Heinz II Family Trust (the "Family Trust", and together with the Howard Heinz Endowment, the Vira I. Heinz Endowment, the Foundation, the Descendants' Trust, the Revocable Trust and the Charitable and Family Trust, the "Group")." Additionally, Item 2 is hereby amended by adding the following new paragraphs at the end thereof: "Charitable and Family Trust --------------------------- (a) A person included within the group filing this Statement is the Charitable and Family Trust. (b) The business address of the Charitable and Family Trust is Three Mellon Bank Center, Room 4000, Pittsburgh, PA 15259-0001. Attention: W.B. Ouzts. The name and business address of each of the trustees of the Charitable and Family Trust is set forth on Exhibit H and is incorporated by reference herein. (c) The Charitable and Family Trust is a trust established for the purpose of serving as a private trust to hold and invest funds for the benefit of certain related individuals and charities. The present principal occupation of each trustee of the Charitable and Family Trust is set forth on Exhibit H and is incorporated by reference herein. (d) Neither the Charitable and Family Trust nor any of its trustees has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither the Charitable and Family Trust nor any of its trustees has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding it or he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibition or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. (f) The Charitable and Family Trust is a trust organized under the laws of the State of Pennsylvania. The citizenship of each trustee of the Charitable and Family Trust is set forth on Exhibit H and is incorporated by reference herein. The Family Trust - ---------------- (a) A person included within in the group filing this Statement is the Family Trust. (b) The business address of the Family Trust is Three Mellon Bank Center, Room 4000, Pittsburgh, PA 15259-0001. Attention: W.B. Ouzts. The name and business address of each of the trustees of the Family Trust is set forth on Exhibit I and is incorporated by reference herein. Page 9 of 21 Pages (c) The Family Trust is a trust established for the purpose of serving as a private trust to hold and invest funds for the benefit of certain related individuals. The present principal occupation of each trustee of the Family Trust is set forth on Exhibit I and is incorporated by reference herein. (d) Neither the Family Trust nor any of its trustees has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither the Family Trust nor any of its trustees has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding it or he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibition or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. (f) The Family Trust is a trust organized under the laws of the State of Pennsylvania. The citizenship of each trustee of the Family Trust is set forth on Exhibit I and is incorporated by reference herein." Item 5. Interest in Securities of the Issuer. Item 5(a) is hereby amended and restated as follows: "The Howard Heinz Endowment beneficially owns 15,063,231 shares of Common Stock which is 6.2% of the 243,494,218 shares of Common Stock which are believed to be the total number of shares outstanding on the date hereof. The beneficial ownership interest of each of the directors and executive officers of the Howard Heinz Endowment is described on Exhibit A and is incorporated by reference herein. The Vira I. Heinz Endowment beneficially owns 7,567,460 shares of Common Stock which is 3.1% of the 243,494,218 outstanding shares. The beneficial ownership interest of each of the directors and executive officers of the Vira I. Heinz Endowment is described on Exhibit B and is incorporated by reference herein. The Foundation beneficially owns 735,922 shares of Common Stock which is 0.3% of the 243,494,218 outstanding shares. The beneficial ownership interest of each of the directors and executive officers of the Foundation is described on Exhibit C and is incorporated by reference herein. The Revocable Trust beneficially owns 3,158,639 shares of Common Stock which is 1.3% of the 243,494,218 outstanding shares. The beneficial ownership interest of each of the trustees of the Revocable Trust is described on Exhibit D and is incorporated by reference herein. The Descendants' Trust beneficially owns 625,000 shares of Common Stock which is 0.3% of the 243,494,218 outstanding shares. The beneficial ownership interest of each of the trustees of the Descendants' Trust is described on Exhibit E and is incorporated by reference herein. The Charitable and Family Trust beneficially owns 2,697,000 shares of Common Stock which is 1.1% of the 243,494,218 outstanding shares. The beneficial ownership interest of each of the trustees of the Charitable and Family Trust is described on Exhibit H and is incorporated by reference herein. The Family Trust beneficially owns 2,229,724 shares of Common Stock which is 0.9% of the 243,494,218 outstanding shares. The beneficial ownership interest of each of the trustees of the Family Trust is described on Exhibit I and is incorporated by reference herein. ------------------------------------------------ Page 10 of 21 Pages The Group owns 32,076,976 shares of Common Stock which is 13.2% of the 243,494,218 shares outstanding as set forth in the Issuer's most recently available filing with the Securities and Exchange Commission." Item 5(b) in hereby amended and restated as follows: "The voting and dispositive power of each member of the Group is as set forth below, and the voting and dispositive power of each director, executive officer, and trustee of the members of the Group is described on Exhibits A-E and H-I and is incorporated by reference herein:
Shared Sole Shared Sole Vote Vote Disposition Disposition ---------- --------- ------------- ------------- Howard Heinz 15,063,231 -0- 15,063,231 -0- Endowment Vira I. Heinz 7,567,460 -0- 7,567,460 -0- Endowment Foundation 735,922 -0- 735,922 -0- Revocable Trust 3,158,639 -0- 3,158,639 -0- Descendants' Trust 625,000 -0- 625,000 -0- Charitable and 2,697,000 -0- 2,697,000 -0- Family Trust Family Trust 2,229,724 -0- 2,229,724 -0-"
Item 2(c) is hereby amended and restated as follows: "No member of the Group has effected any transaction in shares of Common Stock during the sixty day period preceding the date of this Statement. Information on transactions by each of the directors, executive officers, and trustees of each member of the Group is described on Exhibit A-E and H-I and is incorporated by reference herein." Item 7. Material to be Filed as Exhibits. Item 7 is hereby amended by adding the following new paragraphs at the end thereof: "Exhibit H, which appears on page 20 of this Schedule 13D, contains the name, citizenship, office, residence or business address, present principal occupation, beneficial ownership in the securities of the Issuer and voting and dispositive power of each trustee of the Charitable and Family Trust. Exhibit I, which appears on page 21 of this Schedule 13D, contains the name, citizenship, office, residence or business address, present principal occupation, beneficial ownership in the securities of the Issuer and voting and dispositive power of each trustee of the Family Trust." Page 11 of 21 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned hereby certifies that the information set forth in this Statement is true, complete and correct. Dated July 27, 1995 HOWARD HEINZ ENDOWMENT By: /s/ Teresa Heinz -------------------------------------------- Name: Teresa Heinz Title: Chairperson and Chief Executive Officer VIRA I. HEINZ ENDOWMENT By: /s/ James M. Walton -------------------------------------------- Name: James M. Walton Title: Chairman HEINZ FAMILY FOUNDATION By: /s/ Teresa Heinz -------------------------------------------- Name: Teresa Heinz Title: Chairperson and Chief Executive Officer H. JOHN HEINZ III REVOCABLE TRUST NO. 1 By: /s/ W.B. Ouzts -------------------------------------------- Name: W.B. Ouzts Title: First Vice President of Mellon Bank, N.A. Co-Trustee Page 12 of 21 Pages H. JOHN HEINZ III DESCENDANTS' TRUST (NO. 1) By: /s/ W.B. Ouzts -------------------------------------------- Name: W.B. Ouzts Title: First Vice President of Mellon Bank, N.A. Co-Trustee H.J. HEINZ II CHARITABLE AND FAMILY TRUST By: /s/ W.B. Ouzts -------------------------------------------- Name: W.B. Ouzts Title: First Vice President of Mellon Bank, N.A. Co-Trustee H.J. HEINZ II FAMILY TRUST By: /s/ W.B. Ouzts -------------------------------------------- Name: W.B. Ouzts Title: First Vice President of Mellon Bank, N.A. Co-Trustee Page 13 of 21 Pages The third paragraph of Exhibit A is hereby amended and restated as follows: "(1) Mrs. Teresa Heinz has shared voting and dispositive power with respect to 7,567,460 shares of Common Stock as a director of the Vira I. Heinz Endowment (3.1% of the outstanding Common Stock); has shared voting and dispositive power with respect to 365,137 shares of Common Stock as co-executor of the Estate of Henry John Heinz III (the "Estate") (0.2% of the outstanding Common Stock); has sole voting and dispositive power with respect to 735,922 shares of Common Stock that are held by the Foundation (0.3% of the outstanding Common Stock); has shared voting and dispositive power with respect to 3,158,639 shares of Common Stock that are held by the Revocable Trust (1.3% of the outstanding Common Stock); has shared voting and dispositive power with respect to 625,000 shares of Common Stock that are held by the Descendants' Trust (0.3% of the outstanding Common Stock); has shared voting and dispositive power with respect to 2,697,000 shares of Common Stock that are held by the Charitable and Family Trust (1.1% of the outstanding Common Stock); has shared voting and dispositive power with respect to 2,229,724 shares of Common Stock that are held by the Family Trust (0.9% of the outstanding Common Stock); and has shared voting and dispositive power with respect to 748,477 shares of Common Stock that are held by seven trusts (0.3% of the outstanding Common Stock)." The eighth paragraph of Exhibit A is hereby amended and restated as follows: "The co-fiduciaries referred to in paragraphs (1), (4) and (5) that are executive officers, directors or trustees of the members of the Group are Julie H. Finley, Rose Gibson, A. Lawrence Groo, Andre T. Heinz, Jeffrey R. Lewis, Wendy Mackenzie, Joan D. McCauley, John T. Ryan, Dolores Senanis, Linda K. Smith, James M. Walton, S. Donald Wiley, and Mellon Bank, N.A. Information with respect to these co-fiduciaries not otherwise herein is set forth below: Julie H. Finley (community volunteer) 3221 Woodland Drive Washington, DC 20008 Citizenship: United States Ms. Rose Gibson (assistant secretary) Heinz Family Foundation 110 Doray Drive Pittsburgh, PA 15237 Citizenship: United States A. Lawrence Groo (investments) Lawrence Groo & Co. Inc. 540 Madison Avenue New York, NY 10022 Citizenship: United States Andre T. Heinz (design consultant) 3322 O Street, N.W. Washington, DC 20007 Citizenship: United States Page 14 of 21 Pages Jeffrey R. Lewis (executive director and chief operating officer) Heinz Family Foundation 5851 Upton Street McLean, VA 22101 Citizenship: United States Wendy Mackenzie (philanthropist) 829 Park Avenue New York, New York 10021 Citizenship: United States Joan D. McCauley (philanthropist) 2750 Vallejo Street San Francisco, CA 94123 Citizenship: United States John T. Ryan (retired chairman of the board) Mine Safety Appliance Co. (manufacturer of safety equipment) 121 Gamma Drive Pittsburgh, Pennsylvania 15238 Citizenship: United States Dolores Senanis (administrative assistant to Teresa Heinz) 1201 Pennsylvania Avenue N.W. Suite 619 Washington, DC 20004 Citizenship: United States Linda K. Smith (attorney) 709 College Street Beloit, WI 53511 Citizenship: United States James M. Walton (investments) Room 3902 525 William Penn Place Pittsburgh, Pennsylvania 15219 Citizenship: United States S. Donald Wiley (attorney, director of the Issuer, retired senior Vice President, General Counsel and Secretary of the Issuer) H.J. Heinz Company (multinational food processing company) P.O. Box 57 Pittsburgh, Pennsylvania 15230 Citizenship: United States Page 15 of 21 Pages Mellon Bank, N.A., a national banking association (domestic and international commercial banking, retail banking and trust services) One Mellon Bank Center Pittsburgh, Pennsylvania 15258" Page 16 of 21 Pages EX-99.F 2 JOINT FILING AGREEMENT Exhibit F is hereby amended and restated as follows: "EXHIBIT F JOINT FILING AGREEMENT AMONG HOWARD HEINZ ENDOWMENT, VIRA I. HEINZ ENDOWMENT, HEINZ FAMILY FOUNDATION, H. JOHN HEINZ III REVOCABLE TRUST NO. 1, H. JOHN HEINZ III DESCENDANTS' TRUST (NO. 1), H.J. HEINZ II CHARITABLE AND FAMILY TRUST, H.J. HEINZ II FAMILY TRUST AGREEMENT, dated as of July 27, 1995, among the Howard Heinz Endowment, Vira I. Heinz Endowment, Heinz Family Foundation, H. John Heinz III Revocable Trust No. 1, H. John Heinz III Descendants' Trust (No. 1), H.J. Heinz II Charitable and Family Trust and H.J. Heinz II Family Trust. W I T N E S S E T H: ------------------- WHEREAS, in accordance with Rule 13d-1(f) under the Securities and Exchange Act of 1934 (the "Act"), only one Statement and any amendments thereto need be filed whenever two or more persons are required to file such a Statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such Statement or any amendments thereto is filed on behalf of them. NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows: The Howard Heinz Endowment, Vira I. Heinz Endowment, Heinz Family Foundation, H. John Heinz III Revocable Trust No. 1, H. John Heinz III Descendants' Trust (No. 1), H.J. Heinz II Charitable and Family Trust and H.J. Heinz II Family Trust, do hereby agree, in accordance with Rule 13d-(f) under the Act, to file an amended Schedule 13D relating to their ownership of the Common Stock of H.J. Heinz & Company, and do hereby further agree that said Amendment shall be filed on behalf of each of them. Page 17 of 21 Pages HOWARD HEINZ ENDOWMENT By: /s/ Teresa Heinz -------------------------------------------- Name: Teresa Heinz Title: Chairperson and Chief Executive Officer VIRA I. HEINZ ENDOWMENT By: /s/ James M. Walton -------------------------------------------- Name: James M. Walton Title: Chairman HEINZ FAMILY FOUNDATION By: /s/ Teresa Heinz -------------------------------------------- Name: Teresa Heinz Title: Chairperson and Chief Executive Officer H. JOHN HEINZ III REVOCABLE TRUST NO. 1 By: /s/ W.B. Ouzts -------------------------------------------- Name: W.B. Ouzts Title: First Vice President of Mellon Bank, N.A. Co-Trustee H.J. HEINZ III DESCENDANTS' TRUST (NO. 1) By: /s/ W.B. Ouzts -------------------------------------------- Name: W.B. Ouzts Title: First Vice President of Mellon Bank, N.A. Co-Trustee Page 18 of 21 Pages H.J. HEINZ II CHARITABLE AND FAMILY TRUST By: /s/ W.B. Ouzts -------------------------------------------- Name: W.B. Ouzts Title: First Vice President of Mellon Bank, N.A. Co-Trustee H.J. HEINZ II FAMILY TRUST By: /s/ W.B. Ouzts -------------------------------------------- Name: W.B. Ouzts Title: First Vice President of Mellon Bank, N.A. Co-Trustee" Page 19 of 21 Pages EX-99.H 3 H.J. HEINZ II CHARITABLE AND FAMILY TRUST A new Exhibit H is hereby added as follows: "EXHIBIT H H.J. HEINZ II CHARITABLE AND FAMILY TRUST Set forth below are the names, citizenship, residence or business addresses and present principal occupation or employment and the principal business and address of any corporation or other organization in which such employment is conducted, in each case with respect to each trustee of the Charitable and Family Trust (other than the name, such information is provided below only if it does not appear elsewhere herein): Teresa Heinz Mellon Bank, N.A. A. Lawrence Groo Set forth below is the beneficial ownership of shares of Common Stock of each of the trustees of the Charitable and Family Trust, unless such information appears elsewhere herein, in addition to their respective shared voting power and shared dispositive powers with respect to shares of Common Stock of the Charitable and Family Trust: Mr. Groo has shared voting and dispositive power with respect to 324,000 shares of Common Stock that are held in 4 trusts (0.1% of the outstanding Common Stock). No trustee has effected any transaction in shares of Common Stock during the sixty day period preceding the date of this Statement except Mellon Bank, N.A. (see Exhibit D hereof). The shares of Common Stock held by the trustees are held by them for the benefit of beneficiaries of the members of the Group which persons in some cases, have the right to receive dividends on, or the proceeds from the disposition of, the Common Stock so held. No person has the right to receive dividends or proceeds from 5% or more of the outstanding Common Stock held by such trustees except for Mellon Bank, N.A. (See Exhibit D hereof)." Page 20 of 21 Pages EX-99.I 4 H.J. HEINZ II FAMILY TRUST A new Exhibit I is hereby added as follows: "EXHIBIT I H.J. HEINZ II FAMILY TRUST Set forth below are the names, citizenship, residence or business addresses and present principal occupation or employment and the principal business and address of any corporation or other organization in which such employment is conducted, in each case with respect to each trustee of the Family Trust (other than the name, such information is provided below only of it does not appear elsewhere herein): Teresa Heinz Mellon Bank, N.A. Linda K. Smith Julie H. Finley Set forth below is the beneficial ownership of shares of Common Stock of each of the trustees of the Family Trust, unless such information appears elsewhere herein, in addition to their respective shared voting power and shared dispositive power with respect to shares of Common Stock of the Family Trust: Neither Ms. Smith nor Ms. Finley is the beneficial owner of any shares of Common Stock. No trustee has effected any transaction in shares of Common Stock during the sixty day period preceding the date of this Statement except for Mellon Bank, N.A. (see Exhibit D hereof). The shares of Common Stock held by the trustees are held by them for the benefit of beneficiaries of the members of the Group which persons in some cases, have the right to receive dividends on, or the proceeds from the disposition of, the Common Stock so held. No person has the right to receive dividends or proceeds from 5% or more of the outstanding Common Stock held by such trustees except for Mellon Bank, N.A. (see Exhibit D hereof)." Page 21 of 21 Pages -----END PRIVACY-ENHANCED MESSAGE-----