8-K

 
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                      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): August 9, 1996


                              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)


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ITEM 5.  Other Information.


     Attached hereto as Exhibit A for filing under Item 601(b)(99) of
Regulation S-K is a copy of a press release dated August 9, 1996, issued
by the registrant regarding its expected first-quarter earnings.

     Attached hereto as Exhibit B for filing under Item 601(b)(99) of
Regulation S-K is a copy of an advertisement by the registrant entitled
"Record Year for Heinz" stating that the registrant achieved record earnings
in its 1996 fiscal year. The advertisement appeared in The Wall Street Journal,
                                                       -----------------------
The New York Times, Pittsburgh Post-Gazette and Pittsburgh Tribune-Review
- -------------------------------------------     -------------------------
on August 23, 1996 as well as certain newspapers in the United Kingdom,
Ireland, South Africa, Australia and New Zealand on various dates in August,
1996 ranging from August 9, 1996 to August 30, 1996. The advertisement is
also scheduled to appear in the September 16, 1996 issue of Business Week.
                                                            -------------

     The Exhibits contain certain forward-looking statements which are based
on management's current views and assumptions regarding future events and
financial performance. Reference should be made to the section "Forward-Looking
Statements" in Item 1 of the registrant's Annual Report on Form 10-K for
the fiscal year ended May 1, 1996 for a description of the important factors
that could cause actual results to differ materially from those discussed
in the Exhibits.

ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits.


     (c) The following Exhibits are filed in accordance with Item 601 of
Regulation S-K:  

         (99)  Additional Exhibits

         A.    H.J. Heinz Company Press Release, dated August 9, 1996   
         B.    H.J. Heinz Company advertisement entitled "Record Year for
               Heinz"


                                  SIGNATURES


     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 hereunto duly authorized.


                                H.J. Heinz Company


Date:  September 3, 1996        By: /s/ Lawrence J. McCabe   
                                    -----------------------------------------
                                Name:   Lawrence J. McCabe
                                Title: Senior Vice President - General Counsel

EX-99

 
                                                                     Exhibit A

                                                                   News Release 

[LOGO OF H.J. HEINZ COMPANY]
     WORLD HEADQUARTERS

D. Edward I. Smyth             Debora S. Foster
VP - Corp. Affairs             Gen. Mgr. - Corp. Communications
(412)456-5780                  (412)456-5778


John E. Kennedy                L. Michael Kelly, Jr.
Ketchum Public Relations
(412)456-3586                  (412)456-3840


    Heinz Targets Double-Digit Earnings Growth for Year; First Quarter Earnings
Expected to Be Up; Because of "Deloading" Policy First Quarter Expected
to Be Slightly Lower Than Analysts' Estimates



Pittsburgh, PA, August 9, 1996 - H.J. Heinz Company today stated that it
expects its first-quarter earnings (to be released in early September) will
be up on last year's first quarter but slightly below current analysts'
estimates because of the implementation of the company's policy to reduce
the impact of quarterly sales loads.

     Speaking at a yearly gathering with a number of securities analysts,
Anthony J. F. O'Reilly, Heinz chairman and chief executive officer, said:
"We are determined to control the high cost of end-of-quarter sales loads
in order to reduce working capital and production costs. We continue to
target double-digit earnings growth for the full year and are pleased by
the improvement in our operating performance. Our global sales are at record
highs and the market shares and consumer consumption for our major brands
continue to strengthen around the world. We expect robust unit sales growth
together with higher pricing and significant cost-saving opportunities to
contribute to our progress for the balance of the year."

     Over the years, food processors and retailers in the United States
have tended to become co-dependent on end-of-quarter sales loads, thus boosting
quarterly sales for the processor and increasing discounted prices for the
retailer. The discontinuation of this practice involves a short-term reduction
in sales for the processor but results in better returns on capital and
greater efficiencies in the medium and long term.

                                     # #

Heinz Company, P.O. Box 57, Pittsburgh, Pennsylvania 15230-0057



 
                                                                      Exhibit B


                         [LOGO OF H.J. HEINZ COMPANY]


[PHOTO OF ANTHONY J.F. 0'REILLY HOLDING LARGE KETCHUP BOTTLE]

Record Year for Heinz

I am pleased to report that H.J. Heinz Company achieved record earnings in
Fiscal 1996. Global sales reached $9.1 billion for the year, more than $1
billion higher than the record set last year. Earnings per share progressed in
kind, increasing 10% to $1.75 from $1.59. Operating income increased 11% from
$1.16 billion to $1.29 billion. Heinz continues to be attractive to investors
seeking consistent, double-digit earnings growth. Over the past two fiscal
years, Heinz's stock price appreciated 52% during a period that saw a major
secondary stock offering of nearly 21.8 million shares, a three-for-two stock
split and two dividend increases. The total return over that period for Heinz
shareholders who reinvested their dividends was 67%, or more than 29% compounded
annually.

Looking ahead, Heinz has excellent growth opportunities in six core categories 
where we are driving for global leadership. These categories are foodservice, 
infant foods, retail ketchup and condiments, pet food, tuna, and weight control.

What distinguishes these categories is that they are all very large; they are 
all growing globally; and, more importantly, they are all businesses in which 
Heinz enjoys leading brand positions and unique resources. We should also note 
that 26 of our brands will, this year, record sales of $100 million or more. 
Five additional brands are on the $100 million threshold. In summary, our growth
plan is clear and achievable. We will continue to strengthen worldwide 
leadership and leverage in our six core categories. We will consolidate our 
acquisitions, relentlessly cut costs and attain higher standards in production 
efficiency. We will continue to grow overseas, with particular emphasis on 
emerging markets.

                                            
Sales................................         $9.11 billion
Operating Income.....................         $1.29 billion
Net Income...........................         $659 million
 
 


As I told security analysts last March, Heinz management possesses unique skills
in marketing, operations and finance and in the mysterious art of making
profits, and we are fortunate to be backed by the dedication of our 43,300
coworkers worldwide. Together, we are committed to achieving double-digit growth
in Fiscal 1997 and to attaining and expanding world leadership in our six core
categories.


/s/Anthony J.F. O'Reilly

Anthony J.F. O'Reilly
Chairman and Chief Executive Officer

For a copy of the 1996 H.J. Heinz Company Annual Report, call 412/456-6000