DFAN14A 1 a42402.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. )

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Definitive Proxy Statement

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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)

 

 

 

 

 

 



 

 

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For Immediate Release

CONTACT:

Anne A. Tarbell

 

 

(212) 451-3030

 

 

atarbell@triarc.com

 

 

www.enhanceheinz.com

 

TRIAN GROUP CORRECTS HEINZ’S STATEMENT REGARDING

INTERNET AND TELEPHONE VOTING FOR STREET-NAME HOLDERS

 

Urges Shareholders to Vote GOLD and Elect New Directors

Dedicated to Enhancing Long-Term Shareholder Value

 

New York, NY, July 21, 2006 – The Trian Group today issued the following response to the misleading statement by H. J. Heinz Company (NYSE: HNZ):

 

“Heinz is well aware, and has known for some time, that the unaffiliated impartial third-party vote processing system does not support Internet and telephone voting of shares held through brokers and other intermediaries when shareholders are seeking to elect only a minority slate of directors in accordance with applicable law. It is not a matter of ‘cooperation’ as Heinz falsely states. The fact that Heinz would try to blame the Trian Group for a third party's internal processing matter is simply absurd and a desperate act by Heinz to mislead shareholders."

 

Shareholders are urged to support the Trian Group's minority slate of five highly qualified, independent and experienced nominees by signing, dating and returning the GOLD proxy card today.

 

About Trian Fund Management, L.P. and Sandell Asset Management Corp.

 

Investment funds and accounts managed by Trian Fund Management, L.P. (“Trian”), together with an investment fund managed by Sandell Asset Management Corp. (and affiliated companies) ("Sandell") are collectively referred to as the “Trian Group.”

 

Trian, based in New York, NY, is an investment management firm whose principals are Nelson Peltz, Peter W. May and Edward P. Garden. Trian seeks to invest in undervalued and under-performing public companies and prefers to work closely with the management of those companies to effect positive change through active, hands-on influence and involvement, which it refers to as “operational activism.” Trian’s goal is to enhance shareholder value through a combination of strategic re-direction, improved operational execution, more efficient capital allocation and stronger management focus. Trian’s principals and investment team have extensive experience in reviving consumer brands, including the highly successful turnaround of Snapple Beverage Corp.

 

Sandell, based in New York, NY, is an investment management firm founded by Thomas E. Sandell that focuses on corporate event driven investing worldwide. Sandell often will take an "active involvement" in facilitating financial or organizational improvements that will accrue to the benefit of shareholders.

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Note To Follow

 



 

Note

 

ON JULY 12, 2006, TRIAN FUND MANAGEMENT, L.P., SANDELL ASSET MANAGEMENT CORP. AND CERTAIN OF THEIR RESPECTIVE AFFILIATES AND NOMINEES (COLLECTIVELY, THE “PARTICIPANTS”) FILED A DEFINITIVE PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE 2006 ANNUAL MEETING OF SHAREHOLDERS OF H. J. HEINZ COMPANY AND BEGAN THE PROCESS OF MAILING THE DEFINITIVE PROXY STATEMENT AND GOLD PROXY CARD TO SHAREHOLDERS. THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS ARE 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 1-877-456-3442 OR BY E-MAIL AT INFO@INNISFREEMA.COM. HEINZ SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER MATERIALS RELATED TO THE PROXY SOLICITATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION. INFORMATION REL ATING TO THE PARTICIPANTS IS CONTAINED IN THE DEFINITIVE PROXY STATEMENT.