-----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, sZ6B6fZsZOeUH40AeirpZGgTJthkgmmScomqZ0pUMk8Dgu1VKh9Re3WqfogRApBU Tv6eVE22hQJ0m4K2Va66EQ== 0000950130-95-001681.txt : 19950823 0000950130-95-001681.hdr.sgml : 19950823 ACCESSION NUMBER: 0000950130-95-001681 CONFORMED SUBMISSION TYPE: 424B1 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950822 SROS: NYSE SROS: PSE 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: 424B1 SEC ACT: 1933 Act SEC FILE NUMBER: 033-61519 FILM NUMBER: 95565997 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 424B1 1 PROSPECTUS RULE NO. 424(b)(1) REGISTRATION NO. 33-61519 PROSPECTUS LOGO 12,750,000 SHARES H.J. HEINZ COMPANY COMMON STOCK The 12,750,000 shares of common stock, par value $.25 per share (the "Common Stock"), of H.J. Heinz Company (the "Company") offered hereby are being offered by the Selling Shareholders in concurrent offerings in the United States and Canada and outside the United States and Canada (collectively, the "Offerings"). See "Underwriting." Of such shares, 2,550,000 shares are initially being offered outside the United States and Canada by the International Underwriters (the "International Offering") and 10,200,000 shares are initially being offered in the United States and Canada by the U.S. Underwriters (the "United States Offering"). The price to public and the aggregate underwriting discounts and commissions for the Offerings will be identical. The Company will not receive any of the proceeds from the sale of shares. The Common Stock is listed on the New York Stock Exchange and the Pacific Stock Exchange under the symbol "HNZ." On August 21, 1995, the closing sales price of the Common Stock on the New York Stock Exchange was $42 3/8 per share. See "Price Range of Common Stock and Dividends." ---------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ----------------
Underwriting Price to Discounts and Proceeds to Selling Public Commissions* Shareholders+ Per Share........................ $42.375 $1.25 $41.125 Total++.......................... $540,281,250 $15,937,500 $524,343,750
- -------- * The Company and the Selling Shareholders have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933. See "Underwriting." + Before deducting expenses of the Offerings payable by the Selling Shareholders estimated to be $1,022,410. ++The Selling Shareholders have granted the U.S. Underwriters a 30-day option to purchase up to 1,912,500 additional shares of Common Stock on the same terms per share solely to cover over-allotments, if any. If such option is exercised in full, the total price to public will be $621,323,438, the total underwriting discounts and commissions will be $18,328,125 and the total proceeds to Selling Shareholders will be $602,995,313. See "Underwriting." ---------------------------- JOINT BOOK MANAGERS DILLON, READ & CO. INC. LAZARD FRERES & CO. LLC The Common Stock is being offered by the Underwriters as set forth under "Underwriting" herein. It is expected that delivery of the Common Stock will be made at the offices of Dillon, Read & Co. Inc., New York, New York, on or about August 24, 1995, against payment therefor in New York funds. ---------------------------- LAZARD CAPITAL MARKETS DILLON, READ & CO. INC. MERRILL LYNCH INTERNATIONAL LIMITED The date of this Prospectus is August 21, 1995 [PICTURES OF 36 OF THE COMPANY'S PRODUCTS] 2 IN CONNECTION WITH THE OFFERINGS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, THE PACIFIC STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. ---------------- AVAILABLE INFORMATION H.J. Heinz Company (the "Company") is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy materials and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy materials and other information concerning the Company can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 or at its Regional Offices located at Suite 1400, 500 West Madison Street, Chicago, Illinois 60661 and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies can be obtained by mail from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, reports, proxy statements and other information concerning the Company can also be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005 and the Pacific Stock Exchange, Inc., 301 Pine Street, San Francisco, California 94104 or 233 South Beaudry Avenue, Los Angeles, California 90012, on which exchanges the Company's Common Stock, par value $.25 per share (the "Common Stock"), is listed. The Company has filed with the Commission a registration statement on Form S-3 (the "Registration Statement") (which term encompasses any amendments thereto) under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Common Stock offered hereby. This Prospectus does not contain all the information set forth in the Registration Statement, certain parts of which have been omitted in accordance with the rules and regulations of the Commission. For further information, reference is hereby made to the Registration Statement including the exhibits filed as a part thereof or otherwise incorporated therein. Statements made in this Prospectus as to the contents of any documents referred to are not necessarily complete, and in each instance reference is made to such exhibit for a more complete description and each such statement is qualified in its entirety by such reference. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company's Annual Report on Form 10-K for the fiscal year ended May 3, 1995 filed with the Commission (File No. 1-3385) pursuant to the Exchange Act, the Company's Current Report on Form 8-K dated March 29, 1995, as amended by the Company's Form 8-K/A dated May 30, 1995, the Company's Current Report on Form 8-K dated July 7, 1995, and the description of the Company's Common Stock contained in its Registration Statement on Form 10 filed in 1945 with the Commission pursuant to Section 12 of the Exchange Act, including any amendments or reports filed for the purpose of updating such description, are incorporated herein by reference. All other documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the shares of Common Stock made hereby shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference, or contained in this Prospectus, shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom this Prospectus has been delivered, upon written or oral request of such person, a copy (without exhibits other than exhibits specifically incorporated by reference) of any or all documents incorporated by reference into this Prospectus. Requests for such copies should be directed to the Corporate Affairs Department, H.J. Heinz Company, P.O. Box 57, Pittsburgh, Pennsylvania 15230-0057; telephone number (412) 456-6000. 3 THE COMPANY GENERAL H.J. Heinz Company ("Heinz" or the "Company") is one of the world's leading providers of processed food products and nutritional services. The Company's well diversified portfolio of businesses and strong brands achieved sales of $8.1 billion and operating income of $1.2 billion in fiscal 1995. Heinz sells more than 4,000 varieties to consumers in more than 200 countries and territories. Products with the number one share position in their respective markets generated approximately 58% of the Company's sales in fiscal 1995. The Company has substantially repositioned its product portfolio over the past four years towards higher growth categories including foodservice products, pet food and baby food through a series of acquisitions and divestitures with a net investment of approximately $1.6 billion. Concurrent with its repositioning, Heinz has invested approximately $1.4 billion over the same period to modernize and expand production facilities, which has enhanced efficiency and reduced costs. The Company has acted to reduce manufacturing and operating costs through headcount control, working capital efficiency, targeted use of marketing dollars and rationalization of fixed asset capacity. DIVERSIFIED PORTFOLIO The Company has a strong and diversified product portfolio with brands that are among the most recognizable in the world. Each of the brands and products listed below had sales in fiscal 1995 in excess of $100 million. PRODUCTS & BRANDS OVER $100 MILLION IN SALES "9-Lives" Canned Cat Food (U.S.) "Ore-Ida" Frozen Potatoes (U.S. "Budget Gourmet" Frozen Entrees Foodservice) (U.S.) "Ore-Ida" Frozen Potatoes (U.S. "Heinz" Baby Food (U.S.) Retail) "Heinz" Beans (U.K.) "Plasmon" Biscuits (Italy) "Heinz" Ketchup (Central Europe) "Plasmon" Strained Baby Foods "Heinz" Ketchup (U.S. Foodservice) (Italy) "Heinz" Ketchup (U.S. Grocery) Private Label Soups (U.S.) "Heinz" Single-Serve Condiments "Star-Kist" Light Meat Tuna (U.S.) (U.S.) "Star-Kist" White Meat Tuna (U.S.) "Heinz" Soups (U.K.) "Tegel" Chicken (New Zealand) "Heinz" Soups (U.S. Foodservice) "Wattie's" Food Products (New "Kibbles'N Bits" Dry Dog Food Zealand) (U.S.) "Weight Watchers" Frozen Entrees (U.S.) "Weight Watchers" Meetings (U.S.) Heinz and its affiliates participate, and are among the market leaders, in the following product categories: foodservice; pet food; sauces and condiments; infant feeding; frozen meals and snacks; tuna and seafood; frozen potatoes and vegetables; soups; beans and pasta; and weight control services. . FOODSERVICE. The Company has focused its efforts on developing or acquiring recipied, differentiated branded foodservice products with specialized and sophisticated distribution systems. "Heinz" ketchup holds a 61% share of the U.S. foodservice market. The Company also has a greater than 50% domestic market share of foodservice portion control products such as single-serve condiments, jellies, sweeteners, dressings and syrups. The Company has a strong and growing share of the approximately $2 billion foodservice frozen potato market. Other important branded foodservice products include "Chef Francisco" frozen soups; "Escalon" and "Heinz Bell'Orto" tomato products; "Moore's" frozen onion rings; "Domani" frozen pasta; and "Omstead" frozen coated vegetables and lake fish. 4 . PET FOOD. Heinz is the third largest producer and marketer of pet food in the U.S. with an overall market share of almost 20% in the over $7 billion U.S. market. The Company's strong portfolio of pet food products includes "9-Lives", "Amore" and "Kozy Kitten" cat food; "Kibbles 'n Bits", "Gravy Train", "Cycle", "Skippy", "Ken-L Ration" and "Reward" dog food; "Meaty Bone" and "Tartar Check" dog biscuits; and "Jerky Treats", "Pup-Peroni", "Snausages" and "Pounce" pet treats. The Company also has pet food operations in New Zealand and sells pet food in Canada and Japan. The Company's product line offers a balanced product mix of dog and cat food in either dry or canned form. . SAUCES AND CONDIMENTS. Heinz is known worldwide for its flagship product, "Heinz" tomato ketchup, the world's most popular ketchup. The Company holds a 51% share of the U.S. retail ketchup market and the leading share in most other markets in which its ketchup competes. Other notable products in this category include "Orlando" and "Guloso" tomato products and sauces, "Heinz 57 Sauce", "Heinz Gravy" and other specialty sauces, salad dressings, pickles, relishes and other condiments. . INFANT FEEDING. Heinz is a major producer of baby food in the U.S. and holds category leading shares in Italy, Canada, the United Kingdom, Australia, New Zealand, Venezuela, Hungary and the Czech Republic. The Company also has infant feeding businesses in China and India and is near completion of a baby food production facility in Russia. Major brands in this category include "Heinz", "Plasmon", "Nipiol", "Dieterba", "Farley's", "Farex" and "Wattie's". . FROZEN MEALS AND SNACKS. The Company markets frozen entrees and dinners under the "Weight Watchers", "The Budget Gourmet" and "Smart Ones" brands in the U.S. and under the "Weight Watchers from Heinz" brand in the U.K., and the "Weight Watchers" brand in Sweden, France and Australia. The Company holds 26% of the U.S. frozen entree market. Frozen snacks include "Bagel Bites", "Dyna Bites", "Cheese Bites" and "Papa's Piroshkis". . TUNA AND SEAFOOD. The Company is the largest tuna processor in the world and holds a 41% share of the U.S. market under its "Star-Kist" brand. In Europe, the Company sells tuna and other canned fish products under the "Petit Navire" and "Marie Elizabeth" brands and sells tuna products in Australia under the "Greenseas" label. . FROZEN POTATOES AND VEGETABLES. The Company has a category leading 49% share of the U.S. retail frozen potato market under its "Ore-Ida" brand. Ore-Ida holds a greater than 50% market share of the domestic frozen onion ring market. The Company's New Zealand affiliate also has leading shares in frozen potatoes and vegetables under the "Wattie's" brand. . SOUPS. "Heinz" is the leading brand of canned soup in the U.K., Australia and New Zealand. The Company also supplies approximately 85% of the private label soup sold in the U.S. . BEANS AND PASTA. The Company holds the number one market share in beans and canned pasta in the U.K., Australia and New Zealand with a greater than 50% market share in each country. . WEIGHT CONTROL SERVICES. The Company is the leading service provider of weight control meetings in the U.S., the U.K. and Australia under the "Weight Watchers" trademark. Weight Watchers also has meeting operations in Switzerland, Germany, Sweden, Finland and France. GEOGRAPHIC DIVERSIFICATION The Company's business is geographically diversified. U.S. operations accounted for 57% and non-U.S. operations represented 43% of consolidated fiscal 1995 sales. The following table shows the percentage of fiscal 1995 sales and operating income by geographic area.
OPERATING NET SALES INCOME --------- --------- North America 62% 62% Europe 23 24 Asia/Pacific 12 11 Other 3 3
The fastest growing geographic area is Asia/Pacific where sales have increased nearly 80% and operating income has more than doubled in the past two years. 5 OPERATING STRATEGY During the past four years, the Company has reinvested in and repositioned its portfolio, thereby improving its manufacturing base, gaining access to new markets and concentrating its portfolio in core product categories. Since the beginning of fiscal 1992 the Company has invested approximately $1.4 billion in various capital projects, enhancing efficiency and reducing production costs. Major factory modernizations and expansions include: rebuilding soup and baby food production facilities at Pittsburgh, Pennsylvania; expanding pet food production capacity at Bloomsburg, Pennsylvania; modernizing soup, bean and pasta production facilities at Kitt Green and Harlesden in the U.K.; and upgrading its baby food factory at Latina, Italy. The Company also has repositioned its portfolio through a series of acquisitions and divestitures that has resulted in a net investment of approximately $1.6 billion during the past four fiscal years. The most significant acquisitions include: The Quaker Oats Company's North American Pet Foods Division; John Labatt Ltd.'s JL Foods Inc. Division; Wattie's Limited in New Zealand; The All American Gourmet frozen meals business in the U.S.; Farley's infant feeding and adult nutrition business in the U.K.; Domani and Moore's in the U.S.; Glaxo's Family Products Division in India; and the Borden Foodservice Group in the U.S. With its renewed manufacturing facilities and repositioned portfolio, the Company has established a platform for growth. The expanding sales base should enable the Company to leverage its strong brand position and efficient production systems to grow earnings through the continued execution of the following strategies: . CORE PRODUCT LEADERSHIP AND GROWTH. The Company intends to continue to support its core brand franchises with a mix of media and consumer and trade directed marketing support, customized to meet the requirements of specific product markets and designed to encourage category growth and increase the Company's market shares. Total marketing support in fiscal 1995 was approximately $1.7 billion, an increase of 12% over the prior year. . NEW GEOGRAPHIC MARKETS. The Company has extended its geographic reach to new markets through exports, acquisitions, joint ventures and "greenfield" construction of new factories. The Company views geographic expansion as one of its most promising growth opportunities and it will continue to strive to expand its presence in markets in India, Eastern Europe, Asia/Pacific, Southern Africa and other areas outside the U.S. . INNOVATION. The Company expects to realize growth from the development of new products and services, including: new product introductions such as Star-Kist's "Pasta Sensations," "Rosetto" frozen pasta and "Heinz Fat Free Gravy"; new marketing concepts such as the "snack zone" in the frozen grocery section; and specially developed products for new selling channels such as "Select Balance" and "Select Care" pet foods sold through veterinary clinics and animal hospitals. . ACQUISITIONS. The Company has enhanced both sales and earnings growth through synergistic acquisitions. Recent acquisitions such as The Quaker Oats Company's North American Pet Food Division, The All American Gourmet frozen meal business in the U.S. and Farley's infant food business in the U.K. have strengthened the Company's position in key markets and provided opportunities to rationalize its manufacturing base. Acquisitions have also enabled the Company to expand to new geographic markets. The acquisition of "Wattie's" in New Zealand has provided the Company with a dominant position in the local market as well as a low cost manufacturing base for exports to Japan and elsewhere in Asia. . COST CONTROL. The Company pursues a program to become the low-cost operator in each of its businesses. The Company expects to continue to realize improvements in productivity and profitability as a result of its focus on controlling costs and the cost savings and production synergy opportunities presented as a result of recent acquisitions. The Company's executive offices are located at 600 Grant Street, Pittsburgh, Pennsylvania 15219. Its telephone number is (412) 456-5700. 6 USE OF PROCEEDS The Company will not receive any of the proceeds from the sale of the Common Stock offered hereby, and none of such proceeds will be available for use by the Company or otherwise for the Company's benefit. PRICE RANGE OF COMMON STOCK AND DIVIDENDS The Company's Common Stock is listed on the New York Stock Exchange and the Pacific Stock Exchange under the symbol "HNZ." The following table sets forth for the periods indicated the high and low intra-day prices for the Common Stock as reported on the New York Stock Exchange-Composite Transactions and dividends per common share.
COMMON STOCK PRICES -------------------- HIGH LOW DIVIDENDS -------------------- --------- Fiscal 1996: Second Quarter (through August 21, 1995)..... $44 $41 3/4 -- First Quarter................................ 47 41 1/2 $0.36 Fiscal 1995: Fourth Quarter............................... 43 37 1/8 0.36 Third Quarter................................ 41 1/4 35 1/2 0.36 Second Quarter............................... 38 3/8 32 3/8 0.36 First Quarter................................ 35 1/2 31 5/8 0.33 Fiscal 1994: Fourth Quarter............................... 35 7/8 30 3/4 0.33 Third Quarter................................ 38 1/2 34 0.33 Second Quarter............................... 39 7/8 34 1/8 0.33 First Quarter................................ 39 1/4 35 1/8 0.30
As of July 31, 1995, there were approximately 59,227 holders of record of the Company's Common Stock. The last reported sales price of the Common Stock on the New York Stock Exchange on August 21, 1995 was $42 3/8 per share. 7 SELECTED FINANCIAL DATA The following table contains selected consolidated financial data for each of the fiscal years in the five-year period ended May 3, 1995. The consolidated financial statements of the Company as of May 3, 1995 and April 27, 1994 and for each fiscal year in the three year period ended May 3, 1995 and the accountants' report thereon is incorporated by reference herein to the Company's Annual Report on Form 10-K for the fiscal year ended May 3, 1995 (the "1995 Form 10-K"). Such information is qualified in its entirety by and should be read in conjunction with the Company's consolidated financial statements and related footnotes included in the 1995 Form 10-K. The selected consolidated financial information is not necessarily indicative of the results of future operations of the Company.
FISCAL YEAR ENDED ------------------------------------------------------ MAY 3, APRIL 27, APRIL 28, APRIL 29, MAY 1, 1995 1994 1993 1992 1991 (53 WEEKS) (52 WEEKS) (52 WEEKS) (52 WEEKS) (52 WEEKS) ---------- ---------- ---------- ---------- ---------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Sales................... $8,086,794 $7,046,738 $7,103,374 $6,581,867 $6,647,118 Interest expense........ 210,585 149,243 146,491 134,948 137,592 Income before cumulative effect of accounting change................. 591,025 602,944 529,943 638,295 567,999 Net income.............. 591,025 602,944 396,313 638,295 567,999 Income before cumulative effect of accounting change per common share.................. 2.38 2.35 2.04 2.40 2.13 Net income per common share.................. 2.38 2.35 1.53 2.40 2.13 Short-term debt and current portion of long-term debt......... 1,074,291 439,701 1,604,355 1,724,095 509,757 Long-term debt, exclusive of current portion................ 2,326,785 1,727,002 1,009,381 178,388 716,937 Total assets............ 8,247,188 6,381,146 6,821,321 5,931,901 4,935,382 Cash dividends per common share........... 1.41 1.29 1.17 1.05 .93
During 1995, the Company invested approximately $1.2 billion in acquisitions, the most significant of which was the North American pet food businesses of The Quaker Oats Company. See Notes 2 and 6 to the Consolidated Financial Statements, beginning on pages 43 and 47, respectively, of the Company's Annual Report to Shareholders for the fiscal year ended May 3, 1995, filed as Exhibit 13 to the 1995 Form 10-K (the "1995 Annual Report"). Results recorded in 1994 include pretax gains totaling $127.0 million ($0.24 per share) from the sale of the confectionery business of Heinz Italy and the sale of Heinz U.S.A.'s Near East specialty rice business. See Note 3 to the Consolidated Financial Statements on page 44 of the 1995 Annual Report. During 1993, the Company adopted the provisions of FAS No. 106 and elected immediate recognition of the cumulative effect by recording an after-tax charge of $133.6 million ($0.51 per share). See Note 11 to the Consolidated Financial Statements beginning on page 52 of the 1995 Annual Report. In 1993, restructuring charges of $192.3 million on a pretax basis ($0.45 per share) were reflected in operating income. See Note 4 to the Consolidated Financial Statements on page 45 of the 1995 Annual Report. In 1992, restructuring charges of $88.3 million on a pretax basis ($0.20 per share) were reflected in operating income to provide for the consolidation of functions, staff reductions, organizational reform and plant modernizations and closures. 8 Results recorded in 1992 also include a pretax gain of $221.5 million ($0.53 per share) on the sale of The Hubinger Company to Roquette Freres and a pretax pension curtailment gain of $38.8 million. SELLING SHAREHOLDERS The following table sets forth certain information regarding the beneficial ownership of Common Stock as of July 17, 1995, and as adjusted to reflect the sale of the Common Stock offered hereby, for all Selling Shareholders:
SHARES OF COMMON STOCK SHARES TO BE SHARES OF COMMON STOCK TO NAME OF SELLING BENEFICIALLY OWNED BEFORE SOLD IN THE BE BENEFICIALLY OWNED AFTER SHAREHOLDER THE OFFERINGS OFFERINGS(1) THE OFFERINGS(1) --------------- ------------------------------------------- -------------------------------- NUMBER PERCENTAGE NUMBER PERCENTAGE --------------- --------------- ---------------- --------------- Howard Heinz Endowment.. 15,063,231 6.12% 6,400,000 8,663,231 3.52% Vira I. Heinz Endowment. 7,567,460 3.07% 3,200,000 4,367,460 1.77% H. John Heinz III Revocable Trust No. 1.. 3,158,639 1.28% 1,275,000 1,883,639 * Heinz Family Foundation. 735,922 * 250,000 485,922 * H. John Heinz III Descendants' Trust (No. 1)..................... 625,000 * 625,000 -- -- H.J. Heinz II Family Trust................... 2,229,724 * 500,000 1,729,724 * H.J. Heinz II Charitable and Family Trust....... 2,697,000 1.10% 500,000 2,197,000 * --------------- ----------- ---------- ---------------- ----------- 32,076,976 13.03% 12,750,000 19,326,976 7.85% =============== ========== ================
- -------- * Less than one percent of the outstanding shares of Common Stock. (1) Assumes there is no exercise of the U.S. Underwriters' over-allotment option. The Howard Heinz Endowment, Vira I. Heinz Endowment and Heinz Family Foundation are nonprofit corporations organized under the laws of the State of Pennsylvania and based in Pittsburgh, Pennsylvania. Their combined assets place them among the nation's 25 largest private, charitable foundations. The grantmaking of the Howard Heinz Endowment and the Vira I. Heinz Endowment is focused on the areas of arts and culture, community and economic development, education, health and human services, and the environment. The principal activity of the Heinz Family Foundation is the administration of the Heinz Awards, a program recognizing individual excellence and achievement. The H. John Heinz III Revocable Trust No. 1 and H.J. Heinz II Charitable and Family Trust are trusts established for certain related individuals and charities. The H. John Heinz III Descendants' Trust (No. 1) and H.J. Heinz II Family Trust are trusts established for certain related individuals. S. Donald Wiley, a trustee of the Vira I. Heinz Endowment, is a director of the Company. Pursuant to the Agreement for the Registration of Stock (the "Registration Agreement") between the Selling Shareholders and the Company, the Selling Shareholders have agreed not to sell or otherwise dispose of any shares of Common Stock of the Company (other than as set forth above) or any securities convertible into or exchangeable for, or any rights, options or warrants to acquire, any shares of Common Stock without the prior written consent of the Company (i) during the 90 day period beginning on the date of this Prospectus and (ii) with certain exceptions (including the right to sell up to 2.5 million shares and the right to make grants of 500,000 shares to charitable organizations), during an additional period of 180 days following the initial 90 day period. In addition, the Selling Shareholders have agreed not to sell or otherwise dispose of any shares of Common Stock during a specified period without the prior written consent of Dillon, Read & Co. Inc. and Lazard Freres & Co. LLC. See "Underwriting." Concurrently with the Offerings, 175,000 shares of Common Stock held by another shareholder have been registered by the Company under a separate registration statement. 9 DESCRIPTION OF CAPITAL STOCK The Company's authorized capital stock as set forth in its amended and restated Articles of Incorporation consists of 600,000,000 shares of Common Stock and 2,238,876 shares of Third Cumulative Preferred Stock, par value $10 per share (the "Third Preferred Stock"). The Board of Directors of the Company (the "Board of Directors") is authorized to designate the Third Preferred Stock into one or more series and to fix the rights, powers and preferences of each such series. As of July 17, 1995, 246,239,778 shares of Common Stock were outstanding and 35,746 shares of Third Preferred Stock, $1.70 First Series (the "First Series Stock") were outstanding. The following summarizes the terms of the Common Stock and the Third Preferred Stock (including the First Series Stock). Such summary does not purport to be complete and is qualified in all respects by reference to the Articles of Amendment dated July 13, 1994, amending and restating the Company's amended and restated Articles of Incorporation in their entirety (the "Articles of Incorporation"), and the By-laws of the Company, which have been incorporated by reference as exhibits to the Registration Statement of which this Prospectus forms a part. COMMON STOCK Each share of Common Stock is entitled to one vote and is equal in all other respects to any other share of Common Stock. Subject to the dividend preferences of the Third Preferred Stock described below, dividends may be paid to the holders of Common Stock when, as and if declared by the Board of Directors out of funds legally available therefor. Upon liquidation, dissolution or winding up of the affairs of the Company, any assets remaining after providing for payment of creditors (and any liquidation preference of any outstanding shares of Third Preferred Stock) will be distributed pro rata among the holders of the Common Stock. THIRD PREFERRED STOCK Holders of Third Preferred Stock are entitled to receive when, as and if declared by the Board of Directors out of the funds legally available therefor cumulative cash dividends payable quarter-yearly at the annual rate fixed by the Board of Directors for each particular series. The Board of Directors fixed $1.70 per share as the rate per annum at which the holders of shares of First Series Stock are entitled to receive dividends. Holders of Third Preferred Stock entitled to vote shall be entitled to vote together with the Common Stock, and not as a separate class, on all matters at every meeting of the holders of Common Stock and, in addition, may vote separately as a class to the extent provided in the paragraph below. In addition, if and when six quarter-yearly dividends payable on Third Preferred Stock of any series are in default, in whole or in part, the holders of the then outstanding Third Preferred Stock will be entitled to elect separately as a class two additional directors to the then existing Board of Directors. When all dividends then in default are thereafter paid, the Third Preferred Stock will be divested of such additional voting power until such time as a similar future default occurs. Each holder of First Series Stock is entitled to one- half vote for each share of First Series Stock registered in such holder's name. The consent of the holders of at least two-thirds of the Third Preferred Stock at any time outstanding is necessary to effect any one or more of the following: (1) the authorization, or any increase in the authorized amount, of any class of stock of the corporation ranking prior to or on parity with the Third Preferred Stock, either as to dividends or upon liquidation, or any increase in the authorized amount of the Third Preferred Stock; (2) any amendment, alteration or repeal of any provision of the Articles of Incorporation which would adversely affect the Third Preferred Stock; or (3) the redemption of less than all of the Third Preferred Stock then outstanding or the purchase of Third Preferred Stock from less than all holders thereof, unless the full dividend on the Third Preferred Stock for all past dividend periods has been paid or declared and a sum sufficient for the payment thereof set apart. 10 So long as any Third Preferred Stock remains outstanding, no dividend may be paid or declared on the Common Stock nor may any distribution be made on the Common Stock (other than a dividend payable in Common Stock), nor may the Company acquire for consideration any shares of Common Stock (1) unless all dividends on the Third Preferred Stock of all series for all past dividend periods have been paid and the full dividend thereon for the then current period has been paid or declared and a sum sufficient for the payment thereof set apart, or (2) unless, if at any time the Company is obligated to retire shares of any series of the Third Preferred Stock pursuant to its sinking fund, all arrears in respect of each sinking fund for each series of Third Preferred Stock have been made good. Subject to the rights of the holders of Third Preferred Stock described above and to any resolutions issuing shares of any particular series of Third Preferred Stock, the Company may redeem at any time in whole or in part any Third Preferred Stock then outstanding for a redemption price established in the resolution issuing the series being redeemed, together with any accrued and unpaid dividends up to the date fixed for redemption. The Board of Directors by resolution has fixed the redemption price for each share of First Series Stock at $28.50. In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, before any payment is made to the holders of Common Stock, holders of each series of Third Preferred Stock then outstanding will be entitled to receive in cash out of the assets of the Company the preferential liquidation price established in the resolution issuing such series, together with any accrued and unpaid dividends thereon to such time. The Board of Directors has fixed the preferential liquidation price for each share of First Series Stock at $28.50. Holders of First Series Stock may at any time convert each share of First Series Stock into fully paid and non-assessable shares of Common Stock at a conversion rate of nine shares of Common Stock per share of First Series Stock, subject to adjustment. No stock of the Company has cumulative voting, preemptive or other similar rights. CERTAIN PROVISIONS OF THE COMPANY'S ARTICLES OF INCORPORATION Certain provisions of the Articles of Incorporation of the Company summarized below may be deemed to have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt, including an attempt that might result in a premium over the market price for the shares of Common Stock held by stockholders. The Company's Articles of Incorporation provide that certain Business Combinations (as defined in the Articles of Incorporation) involving the Company and an Interested Shareholder (as defined in the Articles of Incorporation) must either (a) be approved by at least 80% of the voting power of the then outstanding shares of capital stock of the Company entitled to vote in an annual election of directors unless the Business Combination has been approved by a majority of the Continuing Directors (as defined in the Articles of Incorporation) or (b) provide for the stockholders to receive the minimum consideration for their shares described in the Articles of Incorporation and satisfy certain other conditions specified in the Articles of Incorporation. In addition, the Articles of Incorporation give to the Board of Directors the power to issue shares of preferred stock and to fix voting, redemption, conversion and other rights thereof without stockholder approval. By exercising this power, the Board of Directors could create and issue securities that could dilute the voting power of the holders of Common Stock, create obstacles to the merger of the Company with any other entity or otherwise make it impossible for a potential acquiror to obtain control of the Company, thus making its Common Stock less attractive to potential acquirors. 11 CERTAIN UNITED STATES TAX CONSEQUENCES TO NON-UNITED STATES HOLDERS The following is a general discussion of the material United States federal tax consequences of the ownership and disposition of Common Stock by a person (a "non-U.S. Holder") that, for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership, or a non-resident fiduciary of a foreign estate or trust, as such terms are defined in the Internal Revenue Code of 1986, as amended (the "Code"). This discussion is based on the Code and administrative interpretations as of the date hereof, all of which may be changed either retroactively or prospectively. The discussion does not consider specific facts and circumstances that may be relevant to a particular holder's tax position. Each holder is urged to consult a tax advisor with respect to the United States federal tax consequences of holding and disposing of Common Stock, as well as any tax consequences that may arise under the laws of any state, municipality, foreign or other taxing jurisdiction. This discussion assumes that the Company's distribution to a non-U.S. Holder will consist solely of cash. Dividends paid to a non-U.S. Holder of Common Stock will be subject to withholding of United States federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty, unless the dividends are effectively connected with the conduct of a trade or business of the non-U.S. Holder within the United States. Dividends received by such non- U.S. Holder that are effectively connected with the conduct of a trade or business of the non-U.S. Holder within the United States are exempt from the withholding tax described above. A non-U.S. Holder may claim this exemption by filing Form 4224 (Exemption From Withholding of Tax on Income Effectively Connected with the Conduct of Trade or Business in the United States) with the Company or its dividend paying agent. Dividends that are effectively connected with the conduct of a trade or business within the United States are generally taxed on a net basis, at regular rates and, in the case of foreign corporations, may also be subject to an additional U.S. branch profits tax of 30% (or lower applicable treaty rate). For purposes of determining whether tax is to be withheld at a 30% rate or at a reduced rate as specified by an income tax treaty, the Company ordinarily will presume that dividends paid to an address in a foreign country are paid to a resident of such country absent knowledge that such presumption is not warranted. However, under proposed U.S. Treasury regulations which have not yet been put into effect, in order to claim the benefit of an applicable tax treaty rate, a non-U.S. Holder may have to file with the Company or its dividend-paying agent a reduced treaty rate certificate or letter in accordance with the terms of such treaty. Dividends paid to a non-U.S. Holder at an address within the United States may be subject to backup withholding (imposed at a rate of 31%) if the non- U.S. Holder fails to establish that it is entitled to an exemption or to provide a correct taxpayer identification number and other information to the payor. Generally, the Company must report to the U.S. Internal Revenue Service the amount of dividends paid, the name and address of the recipient, and the amount, if any, of tax withheld. A similar report is sent to the holder. Pursuant to tax treaties or other agreements, the U.S. Internal Revenue Service may make its reports available to tax authorities in the recipient's country of residence. A non-U.S. Holder generally will not be subject to United States federal income tax with respect to gain recognized on a disposition of Common Stock unless (i) the gain is effectively connected with a trade or business of the non-U.S. Holder in the United States, (ii) in the case of a non-U.S. Holder who is a nonresident alien individual and holds the Common Stock as a capital asset, such holder is present in the United States for 183 or more days in the taxable year of the sale, (iii) the non-U.S. Holder has owned more than 5% of the Common Stock at any time during the five-year period ending on the date of the disposition of such interest and the Common Stock is, at the time of the disposition, a United States real property interest within the meaning of section 897(c)(1) of the Code, or (iv) the non-U.S. Holder is subject to tax pursuant to certain provisions of the Code applicable to expatriates. The Common Stock is not, and the Company does not anticipate that the Common Stock will become, a U.S. real property interest. The tax consequences to non-U.S. Holders who acquire Common Stock through partnerships engaged in a trade or business in the United States may be different from those discussed above. 12 Common Stock held by or treated as held by a non-U.S. Holder at the time of death will be included in such holder's gross estate for United States federal estate tax purposes, unless an applicable estate tax treaty provides otherwise. Under temporary United States Treasury regulations, United States information reporting requirements and backup withholding tax will not apply to dividends paid on Common Stock to a non-U.S. Holder at an address outside the United States. Payment by a United States office of a broker of the proceeds of a sale of Common Stock is subject to both backup withholding at a rate of 31% and information reporting unless the holder certifies its non- United States status under penalties of perjury or otherwise establishes an exemption. Information reporting requirements (but not backup withholding) will also apply to a payment of the proceeds of a sale of Common Stock by a foreign office of a United States broker, or certain foreign brokers, unless the broker has documentary evidence in its records that the holder is a non- U.S. Holder and certain other conditions are met, or the holder otherwise establishes an exemption. If withholding results in an overpayment of taxes, a non-U.S. Holder may obtain a refund of any amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the United States Internal Revenue Service. These backup withholding and information reporting rules are under review by the United States Treasury and their application to the Common Stock could be changed by future regulations. 13 UNDERWRITING The names of the U.S. Underwriters for the United States Offering and the aggregate number of shares of Common Stock which each has severally agreed to purchase from the Selling Shareholders, subject to the terms and conditions specified in the U.S. Underwriting Agreement, are as follows:
NUMBER U.S. UNDERWRITERS OF SHARES ------------------ ---------- Dillon, Read & Co. Inc. ....................................... 2,116,667 Lazard Freres & Co. LLC........................................ 2,116,667 Merrill Lynch, Pierce, Fenner & Smith Incorporated.......................................... 2,116,666 Bear, Stearns & Co. Inc. ...................................... 175,000 Sanford C. Bernstein & Co., Inc. .............................. 75,000 Alex. Brown & Sons Incorporated................................ 175,000 CIBC Wood Gundy Securities Corp. .............................. 175,000 CS First Boston Corporation.................................... 175,000 Dean Witter Reynolds Inc. ..................................... 175,000 Deutsche Morgan Grenfell/C.J. Lawrence Inc. ................... 175,000 A.G. Edwards & Sons, Inc. ..................................... 175,000 Goldman, Sachs & Co. .......................................... 175,000 Janney Montgomery Scott Inc. .................................. 75,000 Edward D. Jones & Co. ......................................... 75,000 Legg Mason Wood Walker, Incorporated........................... 75,000 Lehman Brothers Inc. .......................................... 175,000 J.P. Morgan Securities Inc. ................................... 175,000 Morgan Stanley & Co. Incorporated.............................. 175,000 Natwest Securities Corp. ...................................... 175,000 Oppenhemier & Co., Inc. ....................................... 175,000 PaineWebber Incorporated....................................... 175,000 Parker/Hunter Incorporated..................................... 75,000 Prudential Securities Incorporated............................. 175,000 Salomon Brothers Inc........................................... 175,000 Schroder Wertheim & Co. Incorporated........................... 175,000 Smith Barney Inc. ............................................. 175,000 UBS Securities Inc. ........................................... 175,000 Wellington (H.G.) & Co. Inc. .................................. 75,000 Wheat, First Securities, Inc. ................................. 75,000 ---------- Total...................................................... 10,200,000 ==========
The U.S. Managing Underwriters are Dillon, Read & Co. Inc., Lazard Freres & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated. The names of the International Underwriters for the International Offering and the aggregate number of shares of Common Stock which each has severally agreed to purchase from the Selling Shareholders, subject to the terms and conditions specified in the International Underwriting Agreement, are as follows:
NUMBER INTERNATIONAL UNDERWRITERS OF SHARES --------------------------- --------- Lazard Brothers & Co., Limited.................................. 758,000 Dillon, Read & Co. Inc. ........................................ 758,000 Merrill Lynch International Limited............................. 758,000 Barclays de Zoete Wedd Limited ................................. 69,000 Cazenove & Co. ................................................. 69,000 Morgan Grenfell and Co. Limited................................. 69,000 Swiss Bank Corporation.......................................... 69,000 --------- Total....................................................... 2,550,000 =========
14 The International Managing Underwriters are Lazard Brothers & Co., Limited, Dillon, Read & Co. Inc. and Merrill Lynch International Limited. The U.S. Underwriters and the International Underwriters are collectively referred to as the "Underwriters," and the U.S. Underwriting Agreement and the International Underwriting Agreement are collectively referred to as the "Underwriting Agreements." The offering price and aggregate underwriting discounts and commissions per share for the two Offerings are identical. The closing of the United States Offering is a condition to the closing of the International Offering, and vice versa. If any shares of Common Stock offered hereby are purchased by the Underwriters, all such shares will be so purchased. The Underwriting Agreements contain certain provisions whereby if any U.S. Underwriter or International Underwriter defaults in its obligation to purchase such shares and if the aggregate obligations of the U.S. Underwriters or International Underwriters so defaulting do not exceed 10% of the shares offered in the United States Offering or the International Offering, respectively, the remaining U.S. Underwriters, or some of them, or the remaining International Underwriters, or some of them, as the case may be, must assume such obligations. The shares of Common Stock offered hereby are being initially offered severally by the Underwriters for sale at the price set forth on the cover page hereof, or at such price less a concession not to exceed $0.75 per share on sales to certain dealers. The Underwriters may allow, and such dealers may reallow, a concession not to exceed $0.10 per share to other Underwriters or to certain other dealers. The offering of the shares of Common Stock is made for delivery when, as and if accepted by the Underwriters and subject to prior sale and to withdrawal, cancellation or modification of the offer without notice. The Underwriters reserve the right to reject any order for the purchase of the shares of Common Stock. After the initial offering of the Common Stock, the offering price, concession and reallowance may be varied by the U.S. Managing Underwriters or the International Managing Underwriters. Pursuant to the Agreement between the U.S. Underwriters and the International Underwriters (the "Agreement Between Underwriters"), each U.S. Underwriter has represented and agreed that, with certain exceptions, (i) it is not purchasing any U.S. Shares (as defined below) for the account of anyone other than a United States or Canadian Person (as defined below) and (ii) it has not offered or sold, and will not offer or sell, directly or indirectly, any U.S. Shares or distribute any prospectus relating to the U.S. Shares outside the United States or Canada or to anyone other than a United States or Canadian Person. Pursuant to the Agreement Between Underwriters, each International Underwriter has represented and agreed that, with certain exceptions, (i) it is not purchasing any International Shares (as defined below) for the account of any United States or Canadian Person and (ii) it has not offered or sold, and will not offer or sell, directly or indirectly, any International Shares or distribute any prospectus relating to the International Shares within the United States or Canada or to any United States or Canadian Person. The foregoing limitations do not apply to stabilization transactions or to certain other transactions specified in the Agreement Between Underwriters. As used herein "United States or Canadian Person" means any resident of the United States or Canada, or any corporation, pension, profit sharing or other trust or other entity organized under the laws of the United States or Canada or of any political subdivision thereof (other than a branch located outside the United States and Canada of any United States or Canadian Person) and includes any United States or Canadian branch of a person who is otherwise not a United States or Canadian Person. All shares of Common Stock to be purchased by the U.S. Underwriters and the International Underwriters are referred to herein as the "U.S. Shares" and the "International Shares," respectively. Pursuant to the Agreement Between Underwriters, sales may be made between the U.S. Underwriters and the International Underwriters of such number of shares of Common Stock as may be mutually agreed. As a result, shares of Common Stock originally purchased pursuant to the U.S. Underwriting Agreement may be sold outside the United States and Canada, and shares of Common Stock originally purchased pursuant to the International Underwriting Agreement may be sold in the United States or Canada. The price of any shares so sold will, unless otherwise agreed, be the price to the public, less an amount not greater than the selling concession. 15 Pursuant to the Agreement Between Underwriters, each U.S. Underwriter has represented that it has not offered or sold, and has agreed not to offer or sell, any shares of Common Stock, directly or indirectly, in Canada in contravention of the securities laws of Canada or any province or territory thereof and has represented that any offer of Common Stock in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the province or territory of Canada in which any such offer is made. Each U.S. Underwriter has further agreed to send any dealer who purchases from it any shares of Common Stock a notice stating in substance that, by purchasing such Common Stock, such dealer represents and agrees that it has not offered or sold, and will not offer or sell, directly or indirectly, any of such Common Stock in Canada or to, or for the benefit of, any resident of Canada in contravention of the securities laws of Canada or any province or territory thereof and that any offer of Common Stock in Canada will be made only pursuant to an exemption from the requirement to file a prospectus in the province of Canada in which such offer is made, and that such dealer will deliver to any other dealer to whom it sells any of such Common Stock a notice to the foregoing effect. Pursuant to the Agreement Between Underwriters, each International Underwriter has represented and agreed that: (i) it has not offered or sold and during the period of six months from the date hereof will not offer or sell any shares of Common Stock to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations of 1995 (the "Regulations"); (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 1986 and the Regulations with respect to anything done by it in relation to the Common Stock in, from or otherwise involving the United Kingdom; and (iii) it has only issued or passed on and will only issue or pass on to any person in the United Kingdom any document received by it in connection with the offer of the Common Stock if that person is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1988 or is a person to whom such document may otherwise lawfully be issued or passed on. The Selling Shareholders have granted to the U.S. Underwriters an option to purchase an aggregate of up to an additional 1,912,500 shares of Common Stock on the same terms. If the U.S. Underwriters exercise this option, each of the U.S. Underwriters will be obligated, subject to certain conditions, to purchase approximately the same proportion of the aggregate shares so purchased as the number of shares to be purchased by it shown in the above tables bears to 10,200,000. The U.S. Underwriters may exercise such option on or before the thirtieth day from the date hereof solely for the purpose of covering over-allotments, if any, in connection with the United States Offering. The Selling Shareholders have agreed not to offer, pledge, sell, contract to sell, grant any option to purchase, transfer or otherwise dispose of, directly or indirectly, any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or warrants or other rights to purchase Common Stock for a period of 90 days after the date of this Prospectus without the prior written consent of Dillon, Read & Co. Inc. and Lazard Freres & Co. LLC. In addition, the Selling Shareholders have agreed pursuant to the Registration Agreement not to sell or otherwise dispose of any shares of Common Stock (with certain exceptions) during certain specified periods without the prior written consent of the Company. See "Selling Shareholders." The Company and the Selling Shareholders have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, as amended, or to contribute to payments that the Underwriters may be required to make in respect thereof. From time to time, Dillon, Read & Co. Inc. has provided investment banking services to the Company for which it received normal and customary fees. The Common Stock is listed for trading on the New York Stock Exchange and the Pacific Stock Exchange under the symbol "HNZ." 16 LEGAL MATTERS The validity of the Common Stock will be passed upon by Lawrence J. McCabe, Senior Vice President-General Counsel of the Company. Mr. McCabe beneficially owns shares of the Company's Common Stock and holds options to purchase additional shares of Common Stock. Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York, has acted as special counsel to the Company in connection with the Offerings. Davis Polk & Wardwell, New York, New York, has served as counsel to the Underwriters in connection with the Offerings. Dewey Ballantine, New York, New York, has served as counsel to the Selling Shareholders in connection with the Offerings. EXPERTS The consolidated financial statements of the Company as of May 3, 1995 and April 27, 1994 and for each of the three years in the period ended May 3, 1995 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the fiscal year ended May 3, 1995 have been so incorporated in reliance on the report of Coopers & Lybrand L.L.P., independent accountants, given on the authority of said firm as experts in accounting and auditing. The combined financial statements of The Quaker Oats Company's North American Pet Food Business for the fiscal year ended June 30, 1994 included in the Company's Form 8-K/A dated May 30, 1995, amending the Company's Current Report on Form 8-K dated March 29, 1995, have been incorporated by reference in this Prospectus and have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports. 17 [PICTURES OF 12 OF THE COMPANY'S PRODUCTS] 18 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMA- TION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPEC- TUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING SHAREHOLDERS OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICI- TATION OF AN OFFER TO BUY SHARES OF COMPANY STOCK TO ANY PERSON IN ANY JURIS- DICTION OR IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AF- FAIRS OF THE COMPANY SINCE THE DATE OF THIS PROSPECTUS OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THERE ARE RESTRICTIONS ON THE OFFER AND SALE OF THE SHARES OF COMMON STOCK OFFERED HEREBY IN THE UNITED KINGDOM. ALL APPLICABLE PROVISIONS OF THE PUBLIC OFFERS OF SECURITIES REGULATION OF 1995, THE FINANCIAL SERVICES ACT 1986 AND THE COMPANIES ACT 1985 WITH RESPECT TO ANYTHING DONE BY A PERSON IN RELATION TO THE COMMON STOCK IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM MUST BE COMPLIED WITH. SEE "UNDERWRITING." REFERENCES IN THIS PROSPECTUS TO "DOLLARS" AND "$" ARE TO U.S. DOLLARS. --------------- TABLE OF CONTENTS PAGE ---- [C] [C] Available Information................................................. 3 Incorporation of Certain Documents by Reference......................................................... 3 The Company........................................................... 4 Use of Proceeds....................................................... 7 Price Range of Common Stock and Dividends........................................................ 7 Selected Financial Data............................................... 8 Selling Shareholders.................................................. 9 Description of Capital Stock.......................................... 10 Certain United States Tax Consequences to Non-United States Holders... 12 Underwriting.......................................................... 14 Legal Matters......................................................... 17 Experts............................................................... 17 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOGO H.J. HEINZ COMPANY --------------- 12,750,000 SHARES COMMON STOCK PROSPECTUS AUGUST 21, 1995 ------------------ LAZARD CAPITAL MARKETS DILLON, READ & CO. INC. MERRILL LYNCH INTERNATIONAL LIMITED - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----