-----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, XBu6BNo48bH4p1/ojK1unHLjGgNSR2BkZW79BxSfPy3oKu5tBHZE2aSHrE7YwsVF cjrbGlPP5GbgZ3zt0UOfQg== 0000950132-94-000032.txt : 19940207 0000950132-94-000032.hdr.sgml : 19940207 ACCESSION NUMBER: 0000950132-94-000032 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940204 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEINZ H J CO CENTRAL INDEX KEY: 0000046640 STANDARD INDUSTRIAL CLASSIFICATION: 2030 IRS NUMBER: 250542520 STATE OF INCORPORATION: PA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 34 SEC FILE NUMBER: 005-06496 FILM NUMBER: 94504543 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REA WILLIAM H CENTRAL INDEX KEY: 0000918046 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: STONEY LONESOME FARM R D#1 CITY: STAHLSTOWN STATE: PA ZIP: 15687 BUSINESS PHONE: 412-593-2943 SC 13D/A 1 FORM 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No 1)* H.J. Heinz Company (Name of Issuer) Common Stock, $.25 par value (Title of Class of Securities) 423074-10-3 (CUSIP Number) Carolyn D. Duronio Reed Smith Shaw & McClay 435 Sixth Avenue, Pittsburgh, PA 15219 (Phone: 412-288-4106) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 25, 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ] . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filed out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 7 Pages CUSIP No. 423074-10-3 13D Page 2 of 7 Pages 1: NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William H. Rea 2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] 3: SEC USE ONLY 4: SOURCE OF FUNDS* N/A 5: CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6: CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7: SOLE VOTING POWER -0- 8: SHARED VOTING POWER 8,104,474 9: SOLE DISPOSITIVE POWER -0- 10: SHARED DISPOSITIVE POWER 8,104,474 11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,104,474 12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% 14: TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! The Schedule 13D of William H. Rea is being amended and restated in its entirety by this Amendment No. 1 as a result of the need to file this Amendment No. 1 electronically through the EDGAR system. Item 1. Security and Issuer. ------- -------------------- This Amendment No. 1 relates to shares of Common Stock, par value $.25 per share, of H. J. Heinz Company (the "Issuer"), P.O. Box 57, Pittsburgh, Pennsylvania 15230 (hereinafter referred to as the "Common Stock"). Item 2. Identity and Background. ------- ------------------------ The undersigned, William H. Rea, is retired. The residence address of the undersigned is Stony Lonesome Farm, R.D. #1, Stahlstown, Pennsylvania 15687. The undersigned is a citizen of the United States and has not during the last five years (1) been convicted in a criminal proceeding or (2) been a party to a civil or administrative proceeding resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. ------- -------------------------------------------------- The undersigned, as trustee of two trusts, is the beneficial owner of 8,104,474 shares of Common Stock. Such shares were given to such trusts and no consideration was paid for them. Item 4. Purpose of Transaction. ------- ----------------------- The shares of Common Stock held by the undersigned in the trusts referred to in Item 3 are held for investment, although it is anticipated that the trusts will sell shares of Common Stock from time to time in order to diversify their investments and to comply with applicable tax laws. While the undersigned has no other present plans or proposals which relate to or would result in the acquisition or disposition by any person of securities of the Issuer, the investments in the Issuer by the undersigned and such trusts will be periodically reviewed and at any time the amount of such investments may be increased or decreased. The undersigned does not at the present time have any plans or proposals which relate to or would result in: (1) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; Page 3 of 7 Pages (2) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (3) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (4) Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (5) Any material change in the present capitalization or dividend policy of the Issuer; (6) Any other material change in the Issuer's business or corporate structure; (7) Changes in the Issuer's articles of incorporation, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (8) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (9) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (10) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. ------- ------------------------------------- The undersigned shares with co-trustees voting and investment power over 8,104,474 shares of Common Stock (3.2% of the outstanding Common Stock). The identity of the co-trustees with one or more of whom the undersigned shares voting and investment power is as follows: J.F. Dolan (lawyer, partner) Davis, Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Page 4 of 7 Pages Andre T. Heinz (design consultant) William McDonaugh Architects 1950 Squaw Run Road Pittsburgh, Pennsylvania 15238 Drue Heinz (community affairs) Oliver Building Suite 606 535 Smithfield Street Pittsburgh, Pennsylvania 15222 Teresa Heinz (philanthropist) 4440 USX Tower 600 Grant Street Pittsburgh, Pennsylvania 15219 John J. Ryan, Jr. (Chairman of the Board) Mine Safety Appliance Co. (manufacturer of safety equipment) 400 Penn Center Boulevard Pittsburgh, Pennsylvania 15235 James M. Walton (investments) Room 3902 525 William Penn Place Pittsburgh, Pennsylvania 15219 S. Donald Wiley (lawyer, director of the Issuer, retired Senior Vice President, General Counsel and Secretary of the Issuer) H. J. Heinz Company USX Tower Pittsburgh, Pennsylvania 15219 Mellon Bank, N.A., a national banking association (domestic and international commercial banking, retail banking and trust services) One Mellon Bank Center Pittsburgh, Pennsylvania 15258 Each of the above individuals is a citizen of the United States, and none of the above persons has during the last five years (1) been convicted in a criminal proceeding or (2) been a party to a civil or administrative proceeding resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. On January 25, 1994 a charitable trust, of which the undersigned was a trustee, transferred 15,299,092 shares of Common Stock to a newly-formed Pennsylvania nonprofit corporation, of Page 5 of 7 Pages which the undersigned is a director. Such transfer was made for no consideration in connection with the restructuring of the trust into corporate form. Except for such transfer, the undersigned has not effected any transactions in shares of Common Stock during the sixty day period preceding the date of this Amendment No. 1. The undersigned is filing this Amendment No. 1 to report that as of January 25, 1994, he was the beneficial owner of less than 5% of the Common Stock. The shares of Common Stock held by the two trusts reported herein as beneficially owned by the undersigned are held by him in his capacity as trustee for the benefit of charity. No charity has a right to receive dividends or proceeds from the outstanding Common Stock so held. No person other than the undersigned and the co-trustees listed above has the right to direct the receipt of dividends on, or proceeds from the disposition of, the Common Stock held by such trusts. The undersigned has no right to receive the dividends on, or the proceeds from the disposition of, any of shares of Common Stock held by the trusts referred to in Item 3 and reported herein as beneficially owned by him and disclaims any such beneficial interest. Item 6. Contracts, Arrangements, Understandings or Relationships ------- With Respect to Securities of the Issuer. ----------------------------------------- There are no contracts, arrangements, understandings or relationships (legal or otherwise except the contractual and legal relationships inherent in the relationship between or among the co-trustees; and between the co-trustees and the beneficiaries, of the trusts) between or among the undersigned and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. None of the shares of Common Stock reported herein as beneficially owned by the undersigned are pledged or otherwise subject to a contingency the occurrence of which would give another person voting or investment power over such securities. Item 7. Material to be Filed as Exhibits. ------- --------------------------------- None. Page 6 of 7 Pages SIGNATURE ---------- After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. William H. Rea -------------------- William H. Rea Dated: January 25, 1994 Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----