-----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, EsBvIv7Xo6MNGPLZ4Z4TT7CQmuKeyuQS7TX39TUDhgVr892+cK6c2vZareo3yupv K53uSDUxTPpKyRj/Q5A6PQ== 0000950132-96-000791.txt : 19961217 0000950132-96-000791.hdr.sgml : 19961217 ACCESSION NUMBER: 0000950132-96-000791 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961030 FILED AS OF DATE: 19961216 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-03385 FILM NUMBER: 96681132 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 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q [X] QUARTERLY]REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 30, 1996 OR [_] TRANSITION]REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO ----- ------ FOR THE SIX MONTHS ENDED OCTOBER 30, 1996 COMMISSION FILE NUMBER 1-3385 H. J. HEINZ COMPANY (Exact name of registrant as specified in its charter) PENNSYLVANIA 25-0542520 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 600 GRANT STREET, PITTSBURGH, PENNSYLVANIA 15219 (Address of Principal Executive Offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 412-456-5700 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days. Yes X No -- -- The number of shares of the Registrant's Common Stock, par value $.25 per share, outstanding as of December 2, 1996, was 368,232,894 shares. PART I--FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. H. J. HEINZ COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME
Six Months Six Months Ended Ended October 30, 1996 November 1, 1995 ---------------- ---------------- FY 1997 FY 1996 (Unaudited) (In Thousands, Except per Share Amounts) Sales................... $4,602,818 $4,382,570 Cost of products sold... 2,959,675 2,785,331 ---------- ---------- Gross profit............ 1,643,143 1,597,239 Selling, general and administrative expenses............... 942,109 929,858 ---------- ---------- Operating income........ 701,034 667,381 Interest income......... 20,377 19,523 Interest expense........ 133,985 137,991 Other expense, net...... 20,681 14,129 ---------- ---------- Income before income taxes.................. 566,745 534,784 Provision for income taxes.................. 209,695 202,148 ---------- ---------- Net income.............. $ 357,050 $ 332,636 ========== ========== Net income per share.... $ .95 $ .88 ========== ========== Cash dividends per share.................. $ .55 1/2 $ .50 1/2 ========== ========== Average shares for earnings per share..... 374,500 376,436 ========== ==========
See Notes to Condensed Consolidated Financial Statements. ------------ 2 H. J. HEINZ COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME
Three Months Three Months Ended Ended October 30, 1996 November 1, 1995 ---------------- ---------------- FY 1997 FY 1996 (Unaudited) (In Thousands, Except per Share Amounts) Sales................... $2,394,058 $2,288,277 Cost of products sold... 1,546,554 1,465,346 ---------- ---------- Gross profit............ 847,504 822,931 Selling, general and administrative expenses............... 494,746 494,015 ---------- ---------- Operating income........ 352,758 328,916 Interest income......... 9,947 7,354 Interest expense........ 68,141 69,396 Other expense, net...... 12,787 12,586 ---------- ---------- Income before income taxes.................. 281,777 254,288 Provision for income taxes.................. 104,257 96,121 ---------- ---------- Net income.............. $ 177,520 $ 158,167 ========== ========== Net income per share.... $ .47 $ .42 ========== ========== Cash dividends per share.................. $ .29 $ .26 1/2 ========== ========== Average shares for earnings per share..... 374,500 376,436 ========== ==========
See Notes to Condensed Consolidated Financial Statements. ------------ 3 H. J. HEINZ COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
October 30, 1996 May 1, 1996* ---------------- ------------ FY 1997 FY 1996 (Unaudited) (Thousands of Dollars) Assets Current Assets: Cash and cash equivalents........................ $ 124,030 $ 90,064 Short-term investments, at cost which approximates market............................. 242 18,316 Receivables, net................................. 1,266,348 1,207,874 Inventories...................................... 1,692,847 1,493,963 Prepaid expenses and other current assets........ 365,615 236,475 ---------- ---------- Total current assets........................... 3,449,082 3,046,692 ---------- ---------- Property, plant and equipment.................... 4,402,028 4,220,044 Less accumulated depreciation.................... 1,709,614 1,603,216 ---------- ---------- Total property, plant and equipment, net....... 2,692,414 2,616,828 ---------- ---------- Investments, advances and other assets........... 580,394 573,645 Goodwill, net.................................... 1,799,091 1,737,478 Other intangibles, net........................... 658,676 649,048 ---------- ---------- Total other noncurrent assets.................. 3,038,161 2,960,171 ---------- ---------- Total assets................................... $9,179,657 $8,623,691 ========== ==========
*Summarized from audited fiscal year 1996 balance sheet. See Notes to Condensed Consolidated Financial Statements. ------------ 4 H. J. HEINZ COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
October 30, 1996 May 1, 1996* ---------------- ------------ FY 1997 FY 1996 (Unaudited) (Thousands of Dollars) Liabilities and Shareholders' Equity Current Liabilities: Short-term debt.................................. $ 481,762 $ 994,586 Portion of long-term debt due within one year.... 264,742 87,583 Accounts payable................................. 942,196 870,337 Salaries and wages............................... 67,292 72,678 Accrued marketing................................ 129,555 146,055 Other accrued liabilities........................ 299,814 368,182 Income taxes..................................... 195,302 175,701 ---------- ---------- Total current liabilities...................... 2,380,663 2,715,122 ---------- ---------- Long-term debt................................... 2,999,734 2,281,659 Deferred income taxes............................ 372,547 319,936 Non-pension postretirement benefits.............. 207,170 209,994 Other liabilities................................ 367,259 390,223 ---------- ---------- Total long-term debt and other liabilities.... 3,946,710 3,201,812 ---------- ---------- Shareholders' Equity: Capital stock.................................... 108,020 108,045 Additional capital............................... 150,799 154,602 Retained earnings................................ 4,309,730 4,156,380 Cumulative translation adjustments............... (84,500) (155,753) ---------- ---------- 4,484,049 4,263,274 Less: Treasury stock at cost (63,952,691 shares at October 30, 1996 and 62,498,417 shares at May 1, 1996)....................................... 1,578,382 1,500,866 Unfunded pension obligation..................... 32,874 32,550 Unearned compensation relating to the ESOP...... 20,509 23,101 ---------- ---------- Total shareholders' equity..................... 2,852,284 2,706,757 ---------- ---------- Total liabilities and shareholders' equity..... $9,179,657 $8,623,691 ========== ==========
*Summarized from audited fiscal year 1996 balance sheet. See Notes to Condensed Consolidated Financial Statements. ------------ 5 H. J. HEINZ COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Six Months Ended Ended October 30, 1996 November 1, 1995 ---------------- ---------------- FY 1997 FY 1996 (Unaudited) (Thousands of Dollars) Cash Provided by Operating Activities........ $ 211,796 $ 74,413 --------- --------- Cash Flows from Investing Activities: Capital expenditures....................... (193,938) (172,645) Acquisitions, net of cash acquired......... (119,539) (46,025) Purchases of short-term investments........ (3,341) (619,673) Sales and maturities of short-term investments............................... 13,841 651,565 Investment in tax benefits................. (2,383) 54,714 Other items, net........................... 23,906 6,520 --------- --------- Cash (used for) investing activities..... (281,454) (125,544) --------- --------- Cash Flows from Financing Activities: Proceeds from long-term debt............... 36,907 3,975 Payments on long-term debt................. (91,577) (36,522) Proceeds from commercial paper and short- term borrowings, net...................... 430,515 233,646 Dividends.................................. (203,700) (185,939) Purchases of treasury stock................ (155,494) (38,648) Exercise of stock options.................. 66,775 46,583 Other items, net........................... 16,906 41,386 --------- --------- Cash provided by financing activities.... 100,332 64,481 --------- --------- Effect of exchange rate changes on cash and cash equivalents............................. 3,292 (2,191) --------- --------- Net increase in cash and cash equivalents.... 33,966 11,159 Cash and cash equivalents at beginning of year......................................... 90,064 124,338 --------- --------- Cash and cash equivalents at end of period... $ 124,030 $ 135,497 ========= =========
See Notes to Condensed Consolidated Financial Statements. ------------ 6 H. J. HEINZ COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) The Management's Discussion and Analysis of Financial Condition and Results of Operations which follows these notes contains additional information on the results of operations and the financial position of the company. Those comments should be read in conjunction with these notes. The company's annual report on Form 10-K for the fiscal year ended May 1, 1996 includes additional information about the company, its operations, and its financial position, and should be read in conjunction with this quarterly report on Form 10-Q. (2) The results for the interim periods are not necessarily indicative of the results to be expected for the full fiscal year due to the seasonal nature of the company's business. Certain prior year amounts have been reclassified in order to conform with the fiscal 1997 presentation. (3) In the opinion of management, all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the results of operations of these interim periods have been included. (4) The composition of inventories at the balance sheet dates was as follows:
October 30, 1996 May 1, 1996 ---------------- ----------- (Thousands of Dollars) Finished goods and work-in-process............ $1,269,382 $1,115,367 Packaging material and ingredients............ 423,465 378,596 ---------- ---------- $1,692,847 $1,493,963 ========== ==========
(5) The provision for income taxes consists of provisions for federal, state, U.S. possessions and foreign income taxes. The company operates in an international environment with significant operations in various locations outside the United States. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in the various locations and the applicable tax rates. (6) On August 29, 1996, the company amended the line of credit agreements that support its domestic commercial paper programs, increasing availability and extending maturity dates. The amended terms provide for one agreement totaling $2.3 billion that expires in September 2001. The previous agreements provided for lines of credit totaling $2.0 billion, of which $1.2 billion was scheduled to expire in September 1996 and $800.0 million was scheduled to expire in September 2000. At October 30, 1996, the company had $1.8 billon of domestic commercial paper outstanding. Due to the long-term nature of the amended credit agreement, all of the outstanding domestic commercial paper has been classified as long-term debt as of October 30, 1996. As of May 1, 1996, $1.5 billion of domestic commercial paper was outstanding, of which $800.0 million was classified as long-term debt. (7) On September 10, 1996, the company's board of directors raised the quarterly dividend on the company's common stock to $0.29 per share from $0.26 1/2 per share, for an indicated annual rate of $1.16 per share. (8) On May 2, 1996, the company adopted Statement of Financial Accounting Standard No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." The implementation of this standard did not have a material effect on the company's financial position or results of operations. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. RESULTS OF OPERATIONS SIX MONTHS ENDED OCTOBER 30, 1996 AND NOVEMBER 1, 1995 For the six months ended October 30, 1996, sales increased $220.2 million, or 5.0%, to $4,602.8 million from $4,382.6 million recorded in the same period a year ago. The sales increase came primarily from acquisitions (net of divestitures) of 2.6%, volume gains of 1.7%, and price increases of 1.2%; partially offset by the unfavorable effect of foreign exchange translation rates of less than one percent. Domestic operations provided 56.2% of the current period's net sales compared to 57.2% in the same period last year. Fiscal 1996 acquisitions impacting the year-to-year sales dollar comparison include: In pet food--Nature's Recipe Pet Food in the U.S., and Alimentos Pilar S.A. of Argentina; In infant foods--Fattoria Scaldasole S.p.A. in Italy, and Earth's Best, Inc. in the U.S.; In foodservice--Britwest Ltd. in the United Kingdom, and the Craig's foodservice business in New Zealand; and In tuna--Indian Ocean Tuna Ltd. in the Seychelles, and the Mareblu brand of canned tuna in Italy. During the first six months of fiscal 1997, the company acquired Southern Country Foods Ltd. in Australia, one of the world's largest producers of canned corn beef and meals and substantially all of the pet food businesses of Martin Feed Mills Limited of Elmira, Ontario. Southern Country Foods, with annual sales of approximately $55 million, sells two-thirds of its products in the Pacific Rim, the Middle East and Canada. Martin Feed Mills produces and markets cat and dog food throughout Canada and also exports to Japan and Europe. Volume increases recorded in pet food, tuna, foodservice frozen potatoes and single-serve condiments were partially offset by volume declines in infant food, frozen entrees and retail frozen potatoes. Price increases recorded in infant foods overseas, retail frozen potatoes, single-serve condiments, Heinz beans and tuna were offset partially by price decreases in weight-loss classroom activities, pet food and frozen entrees. Gross profit increased $45.9 million to $1,643.1 million from $1,597.2 million a year ago. The gross profit increase is mainly attributable to increased sales. The ratio of gross profit to sales, however, decreased to 35.7% from 36.4%. The current year's gross profit ratio was impacted by an unfavorable profit mix and higher commodity prices; offset somewhat by favorable pricing. Operating income increased $33.7 million, or 5.0%, to $701.0 million from $667.4 million for the same period last year. The increase in operating income was primarily due to the increase in gross profit and decreased marketing expenses; partially offset by higher general and administrative expenses associated with acquisitions and higher selling and distribution expenses associated with higher sales levels. For the six months ended October 30, 1996, domestic operations provided 54.6% of operating income compared to 55.3% for the same period a year ago. Net interest expense decreased $4.9 million to $113.6 million from $118.5 million in the comparable period a year ago as the impact of higher average borrowings was more than offset by lower average interest rates. The effective tax rate for the first six months of fiscal 1997 was 37.0% compared to 37.8% for the same period a year ago. Net income for the first six months was $357.1 million compared to $332.6 million for the same period last year, and earnings per share was $0.95 compared to $0.88. 8 RESULTS OF OPERATIONS THREE MONTHS ENDED OCTOBER 30, 1996 AND NOVEMBER 1, 1995 For the three months ended October 30, 1996, sales increased $105.8 million, or 4.6%, to $2,394.1 million from $2,288.3 million recorded in the same period a year ago. Sales prices increased 2.2% while sales volumes were maintained. Acquisitions (net of divestitures) contributed 2.5% to the sales dollar increase while the effect of foreign exchange rates was negligible. Domestic operations provided 56.8% of the current period's net sales compared to 58.7% in the same period last year. Contributing to the second quarter sales dollar increase were the following acquisitions: In pet food--Nature's Recipe Pet Food in the U.S., Alimentos Pilar S.A. of Argentina, and Martin Feed Mills in Canada; In infant foods-- Fattoria Scaldasole S.p.A. in Italy, and Earth's Best, Inc. in the U.S.; In foodservice--Britwest Ltd. in the United Kingdom, and the Craig's foodservice business in New Zealand; and In tuna--Indian Ocean Tuna Ltd. in the Seychelles, and the Mareblu brand of canned tuna in Italy. During the first quarter of fiscal 1997, the company acquired Southern Country Foods Ltd. in Australia, one of the world's largest producers of canned corn beef and meals. Price increases were noted in infant foods, retail frozen potatoes, single- serve condiments and Heinz beans. Volume increases occurred in foodservice frozen potatoes, pet food and foodservice condiments. Volume decreases were noted in Heinz grocery ketchup, frozen entrees and Heinz beans. Gross profit increased $24.6 million to $847.5 million from $822.9 million a year ago. The ratio of gross profit to sales decreased to 35.4% from 36.0%. The current quarter's gross profit ratio was impacted by an unfavorable profit mix and higher commodity prices; offset somewhat by favorable pricing. Operating income increased $23.8 million, or 7.2%, to $352.8 million from $328.9 million for the same period last year. The increase in operating income was primarily due to the increase in gross profit and decreased marketing expenses; partially offset by higher selling and distribution expenses associated with higher sales levels and increased general and administrative expenses associated with acquisitions. For the second quarter ended October 30, 1996, domestic operations provided 59.4% of operating income compared to 57.3% in the same period last year. Net interest expense decreased $3.8 million to $58.2 million from $62.0 million in the second quarter a year ago as the impact of higher average borrowings was more than offset by lower average interest rates. The effective tax rate for the second quarter was 37.0% compared to 37.8% for the same period a year ago. Net income for the current quarter was $177.5 million compared to $158.2 million for the same quarter last year, and earnings per share was $0.47 compared to $0.42, an increase of 11.9%. LIQUIDITY AND FINANCIAL POSITION Cash provided by operating activities totaled $211.8 million for the six month period ended October 30, 1996 compared to $74.4 million last year. 9 Cash used by investing activities required $281.5 million compared to $125.5 million last year. Cash used for acquisitions in the current period totaled $119.5 million, due mainly to the purchases of Martin Feed Mills Limited in Canada and Southern Country Foods Ltd. in Australia. Acquisitions in the prior year's comparable period totaled $46.0 million and included PMV/Zabreh in the Czech Republic and the additional investment in Kecskemeti Konzervgyar R.T. in Hungary. Purchases of property, plant and equipment totaled $193.9 million in the current period compared to $172.6 million a year ago. Investments in tax benefits provided $54.7 million in the prior period, due mainly to the company's sale of certain domestic investments. Financing activities provided $100.3 million for the six months ended October 30, 1996 compared to $64.5 million a year ago. Proceeds from commercial paper and short-term borrowings provided $430.5 million in the current period versus $233.6 million in the prior year's comparable period. Stock options exercised provided $66.8 million in the current period versus $46.6 million in the prior year's comparable period. Proceeds from long-term debt provided $36.9 million compared to $4.0 million in the prior period. During the six months ended October 30, 1996, treasury stock purchases totaled $155.5 million (4.8 million shares) versus $38.6 million (1.3 million shares) in the prior year's first six months. Payments on long-term debt totaled $91.6 million for the current period compared to $36.5 million last year. Dividend payments totaled $203.7 million compared to $185.9 million a year ago. On August 29, 1996, the company amended the line of credit agreements that support its domestic commercial paper programs, increasing availability and extending maturity dates. The amended terms provide for one agreement totaling $2.3 billion that expires in September 2001. The previous agreements provided for lines of credit totaling $2.0 billion, of which $1.2 billion would have expired in September 1996 and $800.0 million was scheduled to expire in September 2000. At October 30, 1996, the company had $1.8 billion of domestic commercial paper outstanding. Due to the long-term nature of the amended credit agreement, all of the outstanding domestic commercial paper has been classified as long-term debt as of October 30, 1996. As of May 1, 1996, $1.5 billion of domestic commercial paper was outstanding, of which $800.0 million was classified as long-term debt. On September 10, 1996, the company's board of directors raised the quarterly dividend on the company's common stock to $0.29 per share from $0.26 1/2 per share, for an indicated annual rate of $1.16 per share. On December 5, 1996, the company's board of directors declared the quarterly dividend on the company's common stock of $0.29 per share payable January 10, 1997 to shareholders of record at the close of business on December 20, 1996. The company's financial position continues to remain strong, enabling it to meet cash requirements for operations, capital expansion programs and dividends to shareholders. OTHER MATTERS On December 10, 1996 Questor Partners Fund, L.P. and Star-Kist Foods, Inc., a wholly owned subsidiary of the company, announced that they have terminated discussions with Bumble Bee Seafoods, Inc., a unit of Unicord Public Co., Ltd., regarding the previously announced possible purchase by a subsidiary of Questor of the brand name and ongoing canned seafood business of Bumble Bee and the possible purchase by Star-Kist of the Bumble Bee tuna production facilities. 10 Subsequent to quarter-end, the company completed the acquisition of assets of the canned beans and pasta business of Nestle Canada Inc., together with a two-year license to use the Libby's brand. Under the agreement, the company will also acquire the trademarks: Deep-Browned Beans, Alpha-Getti and Zoodles, among others. Also subsequent to quarter-end, the company completed the acquisition of the assets of Shortland Cannery Limited, an Auckland, New Zealand meat processor. Shortland markets New Zealand's number-one canned corn beef line and produces other meat products. More than half of Shortland's revenues are from exports to United States markets and parts of Asia and the Pacific Rim. Shortland sells its products under the Hellaby, Crown and Pacific labels. During the second quarter, the company completed the acquisition of substantially all of the pet food businesses of Martin Feed Mills Limited of Elmira, Ontario. Martin produces and markets cat and dog food throughout Canada and also exports to Japan and Europe. Martin sells pet food under the Techni-Cal brand and markets products under the Medi-Cal label through veterinary offices and clinics. In October 1996, the Weight Watchers Gourmet Food Company closed The All American Gourmet plant in Clearfield, Utah. The facility's four production lines will be consolidated with other company facilities. The closure is part of the company's strategy to combine recent acquisitions with existing operations. The employee severance and exit costs related to this closure had previously been provided for through purchase accounting. This closure represents the completion of the integration plan related to The All American Gourmet acquisition. On September 10, 1996, at the Annual Meeting of Shareholders of H. J. Heinz Company, the company announced a plan to review its assets and to divest assets that do not play to the company's major strengths. The company intends that any surplus generated will be used to reduce debt, to write-off underperforming assets, and to pay for organizational changes, if these prove necessary. 11 PART II--OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Nothing to report under this item. ITEM 2. CHANGES IN SECURITIES Nothing to report under this item. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Nothing to report under this item. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Annual Meeting of Shareholders of H.J. Heinz Company was held in Pittsburgh, Pennsylvania on September 10, 1996. The following individuals were elected as directors for a one-year term expiring in September 1997:
Shares Director Shares for Withheld -------- ---------- -------- A. J. F. O'Reilly 315,000,346 5,738,220 W. P. Snyder III 317,828,714 2,909,852 J. J. Bogdanovich 317,311,350 3,427,216 H. J. Schmidt 317,735,210 3,003,356 A. Lippert 318,099,801 2,638,765 E. B. Sheldon 317,899,666 2,838,900 R. M. Cyert 317,725,411 3,013,155 S. C. Johnson 318,206,691 2,531,875 D. R. Keough 318,057,690 2,680,876 S. D. Wiley 317,933,236 2,805,330 L. J. McCabe 318,021,641 2,716,925 D. R. Williams 318,046,037 2,692,529 L. Ribolla 317,998,763 2,739,803 N. F. Brady 314,173,015 6,565,551 W. R. Johnson 317,962,747 2,775,819 W. C. Springer 317,963,697 2,774,869 E. E. Holiday 317,936,869 2,801,697 T. S. Foley 316,809,463 3,929,103
Shareholders also acted upon the following proposals at the Annual Meeting: Elected Coopers & Lybrand L.L.P. the company's independent accountants for the fiscal year ending April 30, 1997. Votes totaled 318,029,041 for; 1,107,762 against; and 1,601,763 abstentions. Approved the company's 1996 Stock Option Plan. Votes totaled 249,631,723 for; 67,527,605 against; and 3,579,237 abstentions. Defeated the shareholder proposal related to non-employee directors' pension benefits. Votes totaled 83,227,352 for; 163,107,135 against; and 27,992,247 abstentions. Broker non-votes totaled 46,400,676. 12 Defeated the shareholder proposal related to non-employee directors' compensation. Votes totaled 36,449,595 for; 230,711,020 against; and 6,127,765 abstentions. Broker non-votes totaled 46,799,853. ITEM 5. OTHER INFORMATION See "Other Matters" in Part I--Item 2 of this Quarterly Report on Form 10-Q. This report contains 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 herein. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits required to be furnished by Item 601 of Regulation S-K are listed below and are filed as part hereof. The Registrant has omitted certain exhibits in accordance with Item 601(b)(4)(iii)(A) of Regulation S- K. The Registrant agrees to furnish such documents to the Commission upon request. Documents not designated as being incorporated herein by reference are filed herewith. The paragraph numbers correspond to the exhibit numbers designated in Item 601 of Regulation S-K. 11. Computation of net income per share. 27. Financial Data Schedule. (b) Reports on Form 8-K. On September 3, 1996, the Registrant filed a Current Report on Form 8-K which reported the Registrant's expected first-quarter earnings and contained a copy of an advertisement entitled "Record Year for Heinz" stating that the Registrant had achieved record earnings in its 1996 fiscal year. 13 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 (Registrant) Date: December 16, 1996 /s/ Paul F. Renne By...................................... Paul F. Renne Senior Vice President-Finance and Chief Financial Officer (Principal Financial Officer) Date: December 16, 1996 /s/ Edward J. McMenamin By...................................... Edward J. McMenamin Corporate Controller (Principal Accounting Officer) 14 EX-11 2 COMPUTATION OF NET INCOME PER SHARE EXHIBIT 11 H. J. Heinz Company and Subsidiaries COMPUTATION OF NET INCOME PER SHARE (Unaudited)
Six Months Ended ----------------------- October 30, November 1, 1996 1995 ----------- ----------- FY 1997 FY 1996 Primary income per share: Net income........................................... $357,050 $332,636 Preferred dividends.................................. 22 30 -------- -------- Net income applicable to common stock................ $357,028 $332,606 ======== ======== Average common shares outstanding and common stock equivalents.......................... 374,500 376,436 ======== ======== Net income per share--primary........................ $ .95 $ .88 ======== ======== Fully diluted income per share: Net income........................................... $357,050 $332,636 ======== ======== Average common shares outstanding and common stock equivalents.......................... 374,500 376,436 Additional common shares assuming: Conversion of $1.70 third cumulative preferred stock............................................. 350 479 Additional common shares assuming options were exercised at the period-end market price........ 531 1,193 -------- -------- Average common shares outstanding and common stock equivalents.......................... 375,381 378,108 ======== ======== Net income per share--fully diluted................. $ .95 $ .88 ======== ========
All amounts in thousands except per share amounts. ------------ EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q FOR THE PERIOD ENDED OCTOBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 U.S. DOLLARS 6-MOS APR-30-1997 MAY-02-1996 OCT-30-1996 1 124,030 242 1,266,348 0 1,692,847 3,449,082 4,402,028 1,709,614 9,179,657 2,380,663 2,999,734 0 246 107,774 2,744,264 9,179,657 4,602,818 4,602,818 2,959,675 2,959,675 0 0 133,985 566,745 209,695 357,050 0 0 0 357,050 .95 .95
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