-----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, MtfzsmHKlZZ4GPS4/dsMmZHd4K7p/4zNmXS2Y9LQydhTRyhPD955uomayvzEYJKn /2BWEQ3ncWWOiSGF69vNtw== 0000950128-04-000252.txt : 20040311 0000950128-04-000252.hdr.sgml : 20040311 20040311144551 ACCESSION NUMBER: 0000950128-04-000252 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040310 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040311 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: 1934 Act SEC FILE NUMBER: 001-03385 FILM NUMBER: 04662719 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 8-K 1 j0633801e8vk.txt H.J. HEINZ COMPANY ============================================================================ 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 10, 2004 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) ============================================================================= ITEM 5. OTHER EVENTS. On March 10, 2004, H.J. Heinz Company announced its intent to increase its quarterly dividend by 5.5% beginning in July, 2004. A copy of the press release is attached hereto as Exhibit 99. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS: Exhibit Number (Referenced to Item 601 of Regulation S-K) Description of Exhibit - --------------- ---------------------- 99 H.J. Heinz Company Press Release dated March 10, 2004 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: March 11, 2004 EXHIBIT INDEX Exhibit NO. Description - ----------- ----------- 99 H. J. Heinz Company Press Release dated March 10, 2004 EX-99 3 j0633801exv99.txt PRESS RELEASE Exhibit 99 [Heinz Graphic] News Release "GOOD FOOD, EVERY DAY" FOR RELEASE UPON RECEIPT HEINZ BOARD INCREASES QUARTERLY DIVIDEND BY 5.5% BEGINNING IN JULY; DECLARES REGULAR QUARTERLY DIVIDEND PAYABLE IN APRIL PITTSBURGH, March 10, 2004 -- The H.J. Heinz Company (NYSE:HNZ) announced today that its Board of Directors approved a 5.5% increase in the annual dividend on common stock for Fiscal Year 2005 (from 27 cents to 28.5 cents per quarter), effective with the July 2004 dividend. At yesterday's closing share price of $38.08, this new dividend yield would be approximately 3.0%, ranking Heinz in the top 20% of the S&P 500. "This decision by our Board of Directors confirms the success of our growth strategy across our global businesses. Our operating free cash flow has met the stringent goals that we developed and has enabled us to increase dividends at a rate much greater than inflation, while maintaining our commitment to return 45-50% of earnings to shareholders in the form of dividends," noted William R. Johnson, Chairman, President and Chief Executive Officer. "Heinz has paid uninterrupted dividends ever since we went public in 1946, a period of 58 years. By increasing the dividend in July, at the beginning of our fiscal year, we will better align Heinz dividend payments with our fiscal-year operating cycle," Mr. Johnson said. DIVIDEND DECLARATION FOR APRIL 2004 The Heinz Board of Directors also declared a quarterly dividend of: COMMON STOCK - ------------ 27 cents per share on the company's 25 cent par value Common Stock payable April 10, 2004 to shareholders of record the close of business on March 24, 2004. PREFERRED STOCK - --------------- 42 1/2 cents per share on the company's Third Cumulative Preferred Stock, $1.70 First Series, payable April 1, 2004 to shareholders of record at the close of business on March 24, 2004. ## SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS: 2 This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. 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. Uncertainties contained in such statements include, but are not limited to, sales, earnings, and volume growth, general economic, political, and industry conditions, competitive conditions, production, energy and raw material costs, the ability to maintain favorable supplier relationships, achieving cost savings programs and gross margins, currency valuations and interest rate fluctuations, success of acquisitions, joint ventures, and divestitures, new product and packaging innovations, the effectiveness of advertising, marketing, and promotional programs, supply chain efficiency and cash flow initiatives, the impact of e-commerce and e-procurement, risks inherent in litigation and international operations, particularly the performance of business in hyperinflationary environments, changes in estimates in critical accounting judgments, the possibility of increased pension expense and contributions, and other factors described in "Cautionary Statement Relevant to Forward-Looking Information" in the Company's Form 10-K for the fiscal year ended April 30, 2003, and the Company's subsequent filings with the Securities and Exchange Commission. The forward-looking statements are and will be based on management's then current views and assumptions regarding future events and speak only as of their dates. The Company 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 is one of the world's leading producers and marketers of branded foods in ketchup, condiments, sauces, meals, soups, seafood, snacks and infant foods. Heinz is a global family of leading brands, including Heinz(R) Ketchup, sauces, soups, beans, pasta and infant foods (representing nearly one-third of total sales), Ore-Ida(R) french fries, Boston Market(R) and Smart Ones(R) meals and Plasmon(R) baby food. Heinz's 50 companies have number-one or number-two brands in 200 countries, showcased by Heinz(R) Ketchup, the world's favorite ketchup. Information on Heinz is available at www.heinz.com/news. # # CONTACT: Media: - ----- Ted Smyth, 412-456-5780; Debbie Foster, 412-456-5778; Jack Kennedy, 412-456-5923; OR Investors: --------- Jack Runkel, 412-456-6034 # # # -----END PRIVACY-ENHANCED MESSAGE-----