-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IAUOgFNef3tg6+nd3lyN9wGWAiKYrbJw+VICE+Db+Ke7vldcjhcCDAdCFgq0RMnp FiiS6AVO008+US35mEECZQ== 0000950117-06-002431.txt : 20060526 0000950117-06-002431.hdr.sgml : 20060526 20060526172023 ACCESSION NUMBER: 0000950117-06-002431 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060526 DATE AS OF CHANGE: 20060526 EFFECTIVENESS DATE: 20060526 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03385 FILM NUMBER: 06871520 BUSINESS ADDRESS: STREET 1: 600 GRANT ST CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 4124565700 MAIL ADDRESS: STREET 1: P O BOX 57 STREET 2: P O BOX 57 CITY: PITTSBURGH STATE: PA ZIP: 15230 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trian Fund Management, L.P. CENTRAL INDEX KEY: 0001345471 IRS NUMBER: 203454182 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-451-3000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 DFAN14A 1 a42118.htm TRIAN FUND MANAGEMENT, L.P.

 

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

(Amendment No. )

Filed by the Registrant   £

Filed by a Party other than the Registrant   S

Check the appropriate box:


£

 

Preliminary Proxy Statement

£

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

£

 

Definitive Proxy Statement

£

 

Definitive Additional Materials

S

 

Soliciting Material Pursuant to Section 240.14a-12

H. J. Heinz Company

(Name of Registrant as Specified In Its Charter)

Trian Partners GP, L.P.

Trian Partners General Partner, LLC

Trian Partners, L.P.

Trian Partners Master Fund, L.P.

Trian Partners Master Fund (Non-ERISA), L.P.

Trian Partners Parallel Fund I, L.P.

Trian Partners Parallel Fund I General Partner, LLC

Trian Partners Parallel Fund II, L.P.

Trian Partners Parallel Fund II GP, L.P.

Trian Partners Parallel Fund II General Partner, LLC

Trian SPV (SUB) I, L.P.

Trian Fund Management, L.P.

Trian Fund Management GP, LLC

Nelson Peltz

Peter W. May

Edward P. Garden

Castlerigg Master Investments Ltd.

Sandell Asset Management Corp.

Castlerigg International Limited

Castlerigg International Holdings Limited

Thomas E. Sandell

Gregory J. Norman

Peter H. Rothschild

Michael F. Weinstein

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

 

 

 



 

 

Payment of Filing Fee (Check the appropriate box):

S

 

No fee required.

£

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:

£

 

Fee previously paid with preliminary materials.

£

 

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.:

 

(3)

Filing Party:

 

(4)

Date Filed:

 

 

 

 



 

 

On May 26, 2006, the following information was posted to http://www.enhanceheinz.com:

“H. J. Heinz Company's record date is quickly approaching.  Those shareholders who wish to vote at Heinz's annual meeting (currently scheduled for August 16, 2006) must be shareholders of record as of June 8, 2006 (and have purchased shares by June 5, 2006).”

 

In addition, the following materials have been added to the timeline contained on such website:

 

“08/16/2006
H. J. Heinz Company Annual Meeting of Shareholders.”

 

“06/08/2006
H. J. Heinz Company’s record date. Those shareholders who wish to vote at Heinz’s annual meeting must be shareholders of record as of June 8, 2006 (and have purchased shares by June 5, 2006).”

 

“05/24/2006
Heinz issues a press release stating that its Board of Directors has rejected Trian’s request for Board representation.”

 

Security holders are advised to read the proxy statement and other documents related to the solicitation of proxies by Trian Fund Management, L.P., Sandell Asset Management Corp. and certain of their respective affiliates and nominees (collectively, the “participants”) from the shareholders of H. J. Heinz Company for use at the 2006 annual meeting of shareholders of H. J. Heinz Company when and if they are available because they will contain important information. When and if completed, a definitive proxy statement and form of proxy will be mailed to shareholders of H. J. Heinz Company and will, along with other relevant documents, be available at no charge at the Securities and Exchange Commission’s website at http://www.sec.gov or by contacting Innisfree M&A Incorporated by telephone at 877-456-3442 or by e-mail at info@innisfreema.com. Information relating to the participants is contained in the Schedule 14A filed by Trian Fund Management, L.P. with the Securities and Exchange Commission on May 23, 2006.

 

 

 


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