-----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, LekNcd1jyWIO0D/PTg/xRIpyCXpTXbxGlwlzfVJhDQmnd0fMvpB4D0PZQNt7FABt TzLigjW2hQpTRNYmJ3eXbA== 0000950128-01-500219.txt : 20010627 0000950128-01-500219.hdr.sgml : 20010627 ACCESSION NUMBER: 0000950128-01-500219 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010606 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010626 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-03385 FILM NUMBER: 1667966 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 8-K 1 j8910401e8-k.txt FORM 8-K DATED JUNE 6, 2001 1 ============================================================================ 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): June 6, 2001 H.J. HEINZ COMPANY (Exact name of registrant as specified in its charter) Pennsylvania 1-3385 25-0542520 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 600 Grant Street, Pittsburgh, 15219 Pennsylvania (Zip Code) (Address of principal executive offices) 412-456-5700 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) ============================================================================= 2 ITEM 5. OTHER EVENTS. On June 6, 2001, H.J. Heinz Company announced that it had signed an agreement to acquire Borden Foods Corporation's pasta sauce and dry bouillon and soup businesses. A copy of the press release is attached hereto as Exhibit 99.1. On June 14, 2001, H.J. Heinz Company announced its financial results for the fourth quarter and the fiscal year ended May 2, 2001. A copy of the press release is attached hereto as Exhibit 99.2. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS: Exhibit Number (Referenced to Item 601 of Regulation S-K) Description of Exhibit - --------------- ---------------------- 99.1 H.J. Heinz Company press release dated June 6, 2001 99.2 H.J. Heinz Company press release dated June 14, 2001 3 SIGNATURE 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 thereunto duly authorized. H.J. HEINZ COMPANY By /s/ Laura Stein ---------------------------------- Laura Stein Senior Vice President and General Counsel Dated: June 26, 2001 EX-99.1 2 j8910401ex99-1.txt PRESS RELEASE DATED 6/6/01 1 Exhibit 99.1 [HEINZ LETTERHEAD] FOR RELEASE UPON RECEIPT HEINZ TO EXPAND ITS U.S. AND CANADIAN BUSINESSES WITH ACQUISITION OF BORDEN'S PASTA SAUCE, DRY SOUP AND BOUILLON LINES PITTSBURGH, June 06, 2001/BusinessWire/--H. J. Heinz Company (NYSE:HNZ) today announced that it has signed an agreement to acquire Borden Foods Corporation's pasta sauce and dry bouillon and soup businesses, whose U.S. and Canadian annual sales total more than $270 million. Terms of the transaction were not disclosed. Under the transaction, Heinz will acquire popular brands, such as Classico(R) pasta sauces, Aunt Millie's(R) pasta sauce, Mrs. Grass(R) Recipe soups and Wyler's(R) bouillons and soups. Heinz also will acquire the Catelli(R), Gattuso(R) (under license) and Bravo(R) pasta sauce brands, which are Canadian favorites. "These outstanding brands are an excellent addition to Heinz's strong range of condiments and sauces," noted William R. Johnson, Heinz Chairman, President and Chief Executive Officer. "They fit very well with our tomato-based expertise and will enable us to further satisfy growing consumer demand for flavor and taste solutions. Importantly, these brands are strong and growing; and we plan to apply the kind of aggressive and creative marketing that has grown our U.S. ketchup business to record market share levels." Mr. Johnson added that the newly acquired brands also will complement Heinz's private label soup business, in which the company is the market leader. Classico(R) is the number-one name in premium pasta sauces in the U.S. and enjoys a 65 percent brand awareness. Classico(R) comes in a number of popular varieties, including traditional red sauces, white cream-based sauces, tomato-cream pink sauces, and pesto sauce-spreads. Catelli(R) is the leading pasta sauce brand in Canada. 2 2 Wyler's(R) is the top brand in the growing bouillon market and holds a 36 percent share in the U.S. In addition to traditional bouillon cubes, Wyler's(R) offers Wyler's Shakers(TM) tabletop seasonings (available in Canada as Catelli Shakers(TM)), Wyler's Soup Starter(R) soup bases and instant-dissolve granules. Mrs. Grass(R) is a traditional dry soup favorite that is sold in single-serve instant-mix and family sizes. The products are made at factories in Pennsauken, New Jersey and Northbrook, Illinois. The plants employ about 350 people. ## This news release contains forward-looking statements regarding the company's future performance. These forward-looking statements are based on management's views and assumptions, and involve risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These include, but are not limited to, sales, earnings and volume growth, competitive and industry conditions, production costs, achieving cost savings programs, acquisitions or disposals of business assets and new product and packaging innovations, and other factors described in "Cautionary Statement Relevant to Forward-Looking Information" in the company's Form 10-K for the fiscal year ended May 3, 2000, as updated from time to time by the company in its subsequent filings with the Securities and Exchange Commission. In particular, any predictions about these acquisitions could be affected by integration problems; failure to achieve synergies; unanticipated liabilities; participation in new business lines; and changes in competitive environment. ### ABOUT HEINZ: With sales over US$9 billion, H. J. Heinz Company is one of the world's leading marketers of branded foods to consumers everywhere, whether in supermarkets, restaurants or on the go. Its 50 companies operate in some 200 countries, with more than 20 power brands, including the Heinz(R) brand with nearly US$3 billion in annual sales. Among the company's famous brands are Heinz(R), StarKist(R), Ore-Ida(R), 9-Lives(R), Wattie's(R), Plasmon(R), Farley's(R), Smart Ones(R), Bagel Bites(R), John West(R), Petit Navire(R), Kibbles `n Bits(R), Pounce(R), Pup-Peroni(R), Orlando(R), ABC(R), Olivine(R), Juran(R) and Pudliszki(R). Heinz also uses the famous brands Weight Watchers(R), Boston Market(R) and Linda McCartney(R) under license. Information on Heinz is available at http://www.heinz.com. ## 3 3 /CONTACT: MEDIA: Ted Smyth, SVP-Corp. & Govt. Affairs, 412-456-5780; Debbie Foster, Director-Corp. Comm., 412-456-5778; or Jack Kennedy, GM-Strategic Comm., 412-456-5923; Michael Mullen, Sr. Mgr.-Communications, Heinz North America, 412-237-3562; CANADIAN MEDIA: Anna Relyea, Communications Manager - Heinz Canada, 416-226-7587; INVESTORS: Jack Runkel, VP-Investor Relations, 412-456-6034, of Heinz/ EX-99.2 3 j8910401ex99-2.txt PRESS RELEASE DATED 6/14/01 1 Exhibit 99.2 [HEINZ LETTERHEAD] FOR RELEASE UPON RECEIPT HEINZ REPORTS FOURTH-QUARTER RESULTS OF 53 CENTS EPS (EXCLUDING SPECIAL ITEMS) IN LINE WITH EXPECTATIONS Pittsburgh, June 14, 2001/BusinessWire/ -- H. J. Heinz Company (NYSE:HNZ) today announced results for the fourth quarter ended May 2. Excluding special items, Heinz reported core earnings of 53 cents per diluted share, in line with expectations, compared with 63 cents in the year-earlier quarter. Including special items, Heinz had a net loss of $170.5 million, or 49 cents per share. In the year-earlier quarter, Heinz posted net income of $97.3 million, or 27 cents per diluted share. Fourth-quarter sales rose 4.0% to $2.69 billion from $2.59 billion. The increase reflected higher sales volume and the positive impact of acquisitions. On a constant currency basis, sales rose 8% in the quarter. "The results met expectations communicated in our March 5 outlook, as Heinz focused on driving future growth through product and packaging innovation and increased spending on consumer advertising and marketing," said Heinz Chairman, President and Chief Executive Officer William R. Johnson. "The quarter capped a year of contrast for Heinz," Mr. Johnson continued. "Four of our six global categories had strong fourth-quarter sales, ranging from almost 6% for ketchup, condiments and sauces to 9% for frozen foods. We achieved a record-breaking year for Heinz(R) ketchup and strong results from many of our popular brands, but there were performance shortfalls in our U.S. tuna, European infant feeding and Australasian businesses. With our recently announced streamlining program, Heinz took aggressive action in the fourth quarter to enhance our global manufacturing efficiency and reduce costs, particularly in pet food and tuna." Heinz said that throughout the year it was challenged by a number of external factors, including adverse currency fluctuations, weaker raw tuna prices and sharply higher energy costs. Excluding special items, Heinz reported a 13.9% decline in fourth-quarter operating income, reflecting increased marketing expenditures, higher energy costs (principally in North America), adverse currency fluctuations, increased manufacturing costs in North America and Europe, and costs associated with the reduction in inventories. The effective tax rate was 35.0% in both fourth quarters, excluding the impact of special items. 2 2 "Heinz made higher marketing investments in the fourth quarter and the fiscal year to support existing brands and new product launches (such as StarKist(R) Tuna in a Pouch, Boston Market(R) HomeStyle Meals, and Heinz(R) microwave beans in the U.K.) and to build a stronger foundation for future sales growth," Mr. Johnson said. Heinz said that looking forward, its target for Fiscal 2002, as first discussed during its March 5 conference call, is to achieve earnings of $2.70 to $2.80 per share. This target reflects a continued focus on product innovation and cost reduction and assumes that currency remains firmly in the range between current rates and those in effect at its March meeting. The company's expectations for the first quarter of Fiscal 2002 are diluted earnings per share of 60 to 62 cents, reflecting the current strength of the U.S. dollar, high energy costs and softness in the quick-serve segment of its U.S. Foodservice business. FOURTH-QUARTER SPECIAL ITEMS The 2001 fourth-quarter results include pretax net costs totaling $493.4 million or $1.02 per share after tax, as set out in the attached table. In the year-earlier fourth quarter, results included net restructuring charges and implementation costs of $199.4 million pretax (or 36 cents per share after tax). FOURTH-QUARTER HIGHLIGHTS o North American sales of Heinz(R) ketchup rose 9% from the year-earlier quarter, achieving the best volume share in Heinz history, reflecting increased marketing and the success of EZ Squirt(R) kids condiments. o In frozen food, sales of Boston Market(R) HomeStyle Meals increased 69% and new products from Smart Ones(R) entrees and Bagel Bites(R) snacks were catalysts for higher sales. o Heinz completed its largest-ever overseas acquisition with the addition of CSM Food Division of CSM Nederland NV. The acquisition makes Heinz the second-largest food company in the Netherlands and extends its business into the dry soup market. Annual sales for CSM Food Division are approximately $320 million. o Heinz acquired two privately held U.S. foodservice companies during the quarter and completed four acquisitions to expand its international sauces businesses in France, Singapore and Costa Rica. o European seafood volume rose 27% from the year-earlier quarter. 3 3 FISCAL 2001 RESULTS Excluding special items, Heinz's core earnings rose 1.1% to $2.55 per diluted share from $2.52 per diluted share, in line with expectations. Fiscal 2001 was a 52-week period, one week shorter than Fiscal 2000. Including special items (before cumulative effect of accounting change), Heinz posted net income of $494.9 million or $1.41 per diluted share compared with $890.6 million or $2.47 per diluted share in Fiscal 2000. Sales increased to $9.43 billion from $9.41 billion, reflecting increased volume and acquisitions. Sales in Fiscal 2000 included the Weight Watchers classroom business, which was sold in September 2000. Sales in the year were negatively affected by $402 million as a result of the strong U.S. dollar. On a constant currency basis, sales were up 4.5% for the year. FISCAL 2001 HIGHLIGHTS o In Fiscal 2001 Heinz(R) ketchup achieved the best year in the brand's 125-year history. The brand reached a 52-week volume share of 51.2 percent, exceeding the previous record set in 1988. o Heinz's U.S. Foodservice ketchup business saw significant growth, with its bottled business up 7%. o EZ Squirt(R)kids condiments captured the imaginations of young consumers and energized sales for the category, with promotional tie-ins to the summer blockbuster movie Shrek. o Sales of Boston Market(R) HomeStyle Meals and Boston Market(R) gravy reached $120 million during its first full year, exceeding the company's expectations and making Boston Market(R) the most successful new product introduction in the company's history. o Smart Ones(R) entrees rolled out nine enticing new varieties to achieve 17% sales growth in the dynamic frozen entree segment. o Bagel Bites(R) frozen pizza snacks continued to excel, with a 21% increase in sales behind promotions related to the X-Games and brand spokesman and legendary skateboarder Tony Hawk. o In Indonesia, ABC(R) Soy Sauce (the world's second-largest selling brand) gained additional momentum with new packaging and bolstered sales volume by 16%. o Heinz's sales in China rose 35%, as the company's newest factory began producing Heinz(R) ketchup for a leading international chain of quick-serve restaurants. 4 4 The company also noted that at the beginning of Fiscal 2002 it signed an agreement on June 6 to acquire Borden Foods Corporation's pasta sauces and dry bouillon and soup businesses, which includes popular brands such as Classico(R) pasta sauces and Wyler's(R) bouillons and soups. MEETING WITH SECURITIES ANALYSTS - INTERNET BROADCASTS Mr. Johnson will host a meeting with securities analysts in New York today at 8:30 a.m. (New York time). The meeting will be webcast live on www.heinz.com and will be archived for playback beginning at 2 p.m. The meeting is available live via conference call at 888-428-4473. ## This news release contains forward-looking statements regarding the company's future performance, including earnings per share estimates for this fiscal year. These forward-looking statements are based on management's views and assumptions, and involve risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These include, but are not limited to, sales, earnings and volume growth, competitive conditions, production costs (including energy), currency valuations, pricing increases, global economic and industry conditions, tuna prices, achieving cost savings and working capital and debt reduction programs, success of acquisitions, divestitures, innovations, and supply chain and overhead initiatives, and other factors described in "Cautionary Statement Relevant to Forward-Looking Information" in the company's Form 10-K for the fiscal year ended May 3, 2000, as updated from time to time by the company in its subsequent filings with the Securities and Exchange Commission. ### ABOUT HEINZ: With sales over US$9 billion, H. J. Heinz Company is one of the world's leading marketers of branded foods to consumers everywhere, whether in supermarkets, restaurants or on the go. Its 50 companies operate in some 200 countries, with more than 20 power brands, including the Heinz(R) brand with nearly US$3 billion in annual sales. Among the company's famous brands are Heinz(R), StarKist(R), Ore-Ida(R), 9-Lives(R), Wattie's(R), Plasmon(R), Farley's(R), Smart Ones(R), Bagel Bites(R), John West(R), Petit Navire(R), Kibbles `n Bits(R), Pounce(R), Pup-Peroni(R), Orlando(R), ABC(R), Olivine(R), Juran(R) and Pudliszki(R). Heinz also uses the famous brands Weight Watchers(R), Boston Market(R) and Linda McCartney(R) under license. Information on Heinz is available at http://www.heinz.com. /CONTACT: MEDIA: Ted Smyth, SVP-Corp. & Govt. Affairs, 412-456-5780; Debbie Foster, Director-Corp. Comm., 412-456-5778; or Jack Kennedy, GM-Strategic Comm., 412-456-5923; INVESTORS: Jack Runkel, VP-Investor Relations, 412-456-6034, all of Heinz/ 5 5 H. J. HEINZ COMPANY AND SUBSIDIARIES SPECIAL ITEMS - FOURTH QUARTERS OF FISCAL YEARS 2001 AND 2000 The following tables provide a comparison of the company's reported results and the results excluding special items for the fourth quarters of Fiscal 2001 and Fiscal 2000.
(Dollars in millions except per share amounts) Fourth Quarter (13 Weeks) Ended May 2, 2001 ----------------------------------------------------------------- Operating Gross (loss) Net (loss) Net Sales Profit Income Income Per Share --------- ------ ------ ------ --------- Reported results $2,692.8 $ 850.4 $(128.7) $(170.1)* $(0.49)* Streamline costs -- 192.5 298.8 230.4 0.66 Net Operation Excel costs -- 36.7 81.5 47.5 0.14 Acquisition costs -- -- 18.5 11.7 0.03 Loss on sale of Budget Gourmet -- -- 94.6 66.2 0.19 -------- -------- ------- ------- ------ Core results $2,692.8 $1,079.7 $ 364.7 $ 185.7 $ 0.53 ======== ======== ======= ======= ======
*Before cumulative effect of accounting change
Fourth Quarter (14 Weeks) Ended May 3, 2000 -------------------------------------------------------------------- Gross Operating Net Sales Profit Income Net Income Per Share --------- ------ ------ ---------- --------- Reported results $2,588.2 $ 947.5 $224.3 $ 97.3 $0.27 Operation Excel costs -- 108.5 199.4 129.1 0.36 -------- -------- ------ ------ ----- Core results $2,588.2 $1,056.0 $423.8 $226.4 $0.63 ======== ======== ====== ====== =====
(Note: Totals may not add due to rounding.) 6 6 H. J. HEINZ COMPANY AND SUBSIDIARIES SPECIAL ITEMS - FISCAL YEARS 2001 AND 2000 The following tables provide a comparison of the company's reported results and the results excluding special items for Fiscal 2001 and Fiscal 2000.
(Dollars in millions except per share amounts) Fiscal Year (52 Weeks) Ended May 2, 2001 ---------------------------------------------------------------- Gross Operating Net Per Net Sales Profit Income Income Share --------- ------ ------ ------ ----- Reported results $9,430.4 $3,546.8 $ 982.4 $494.9* $1.41* Streamline costs -- 192.5 298.8 230.4 0.66 Net Operation Excel costs -- 145.0 288.5 182.8 0.52 Acquisition costs -- -- 18.5 11.7 0.03 Loss on sale of Budget Gourmet -- -- 94.6 66.2 0.19 Italian tax benefit -- -- -- (93.2) (0.27) Equity Loss on Investment in The Hain Celestial Group -- -- -- 3.5 0.01 -------- -------- -------- ------ ------ Core results $9,430.4 $3,884.3 $1,682.7 $896.4 $ 2.55 ======== ======== ======== ====== ======
* Before cumulative effect of accounting change
Fiscal Year (53 Weeks) Ended May 3, 2000 ----------------------------------------------------------------- Gross Operating Net Per Net Sales Profit Income Income Share --------- ------ ------ ------ ----- Reported results $9,407.9 $3,619.4 $1,733.1 $ 890.6 $ 2.47 Operation Excel Costs -- 170.4 392.7 267.4 0.74 Ecuador expenses -- 20.0 20.0 20.0 0.05 Gain on U.K. building sale -- -- -- (11.8) (0.03) Foundation contribution -- -- 30.0 18.9 0.05 Impact of Weight Watchers classroom business (175.3) (93.0) (44.7) (19.6) (0.05) Gain on sale of Weight Watchers weight control business -- -- (464.6) (259.7) (0.72) -------- -------- -------- ------- ------ Core results $9,232.7 $3,716.9 $1,666.5 $ 905.7 $ 2.52 ======== ======== ======== ======= ======
(Note: Totals may not add due to rounding.) 7 7 H. J. HEINZ COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Fourth Quarter Ended Twelve Months Ended ----------------------------- ----------------------------- May 2, 2001 May 3, 2000 May 2, 2001 May 3, 2000 FY 2001 FY 2000 FY 2001 FY 2000 ----------- ----------- ----------- ----------- Sales $2,692,791 $2,588,221 $9,430,422 $9,407,949 Cost of products sold 1,842,410 1,640,737 5,883,618 5,788,525 ---------- ---------- ---------- ---------- Gross profit 850,381 947,484 3,546,804 3,619,424 Selling, general and administrative expenses 979,115 723,139 2,564,450 2,350,942 Gain on sale of Weight Watchers -- -- -- 464,617 ---------- ---------- ---------- ---------- Operating (loss) income (128,734) 224,345 982,354 1,733,099 Interest income 4,477 8,563 22,692 25,330 Interest expense 83,442 81,371 332,957 269,748 Other expenses (income), net 76 2,639 (969) 25,005 ---------- ---------- ---------- ---------- (Loss) Income before income taxes and cumulative effect of accounting change (207,775) 148,898 673,058 1,463,676 (Benefit) Provision for income taxes (37,689) 51,623 178,140 573,123 (Loss) Income before cumulative effect of accounting change (170,086) 97,275 494,918 890,553 Cumulative effect of accounting change (435) -- (16,906) -- ---------- ---------- ---------- ---------- Net (loss) income $ (170,521) $ 97,275 $ 478,012 $ 890,553 ========== ========== ========== ========== Net (loss) income per share before cumulative effect of accounting change - diluted $ (0.49) $ 0.27 $ 1.41 $ 2.47 ========== ========== ========== ========== Net (loss) income per share after cumulative effect of accounting change - diluted $ (0.49) $ 0.27 $ 1.36 $ 2.47 ========== ========== ========== ========== Average common shares outstanding - diluted 347,758 360,095 351,041 360,095 ========== ========== ========== ========== Net (loss) income per share before cumulative effect of accounting change - basic $ (0.49) $ 0.27 $ 1.42 $ 2.51 ========== ========== ========== ========== Net (loss) income per share after cumulative effect of accounting change - basic $ (0.49) $ 0.27 $ 1.37 $ 2.51 ========== ========== ========== ========== Average common shares outstanding - basic 347,758 355,273 347,758 355,273 ========== ========== ========== ========== Cash dividends per share $ 0.3925 $ 0.3675 $ 1.5450 $ 1.4450 ========== ========== ========== ==========
Note: Both Fiscal 2001 and Fiscal 2000 include restructuring related items and other non-recurring items. -----END PRIVACY-ENHANCED MESSAGE-----