8-K 1 j9786401e8vk.txt H.J. HEINZ COMPANY 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): December 20, 2002 H. J. HEINZ COMPANY (Exact name of registrant as specified in its charter) Pennsylvania 1-3385 25-0542520 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 600 Grant Street, Pittsburgh, 15219 Pennsylvania (Zip Code) (Address of principal executive offices) 412-456-5700 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On December 20, 2002, Heinz transferred to a wholly-owned subsidiary ("SKF Foods") assets and liabilities of its U.S. and Canadian pet food and pet snacks, U.S. tuna, U.S. retail private label soup and private label gravy, College Inn broth and U.S. infant feeding businesses and distributed all of the shares of SKF Foods common stock on a pro rata basis to its shareholders. Immediately thereafter, SKF Foods merged with a wholly-owned subsidiary of Del Monte Foods Company ("Del Monte") resulting in SKF Foods becoming a wholly owned subsidiary of Del Monte (the "Merger"). In connection with the Merger, each share of SKF Foods common stock was automatically converted into shares of Del Monte common stock according to an exchange rate equal to .4466 that resulted in the fully diluted Del Monte common stock being held 74.5% by Heinz shareholders and 25.5% by the Del Monte stockholders. As a result of the transaction, Heinz received approximately $1.1 billion in cash that will be used to retire debt. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Pursuant to paragraph (b)(1) of Item 7 of Form 8-K, Heinz is furnishing pro forma financial information in Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 and 99.6. Exhibits. Exhibit Description Number 99.1 Unaudited pro forma consolidated statement of income for the H. J. Heinz Company for the six months ended October 30, 2002. 99.2 Unaudited pro forma consolidated statement of income for the H. J. Heinz Company for the six months ended October 31, 2001. 99.3 Unaudited pro forma consolidated statement of income for the H. J. Heinz Company for the fiscal year ended May 1, 2002. 99.4 Unaudited pro forma consolidated statement of income for the H. J. Heinz Company for the fiscal year ended May 2, 2001. 99.5 Unaudited pro forma consolidated statement of income for the H. J. Heinz Company for the fiscal year ended May 3, 2000. 99.6 Unaudited pro forma consolidated balance sheet for the H. J. Heinz Company as of October 30, 2002. 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 thereunto duly authorized. H. J. HEINZ COMPANY Date: January 6, 2003 By /s/ Arthur Winkleblack -------------------------- Arthur Winkleblack Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: January 6, 2003 By /s/ Edward McMenamin -------------------------- Vice President-Finance (Principal Accounting Officer) EXHIBIT INDEX
Exhibit Number Description Method of Filing 99.1 Unaudited pro forma consolidated statement of income for the Filed herewith. H. J. Heinz Company for the six months ended October 30, 2002. 99.2 Unaudited pro forma consolidated statement of income for the Filed herewith. H. J. Heinz Company for the six months ended October 31, 2001. 99.3 Unaudited pro forma consolidated statement of income for the Filed herewith. H. J. Heinz Company for the fiscal year ended May 1, 2002. 99.4 Unaudited pro forma consolidated statement of income for the Filed herewith. H. J. Heinz Company for the fiscal year ended May 2, 2001. 99.5 Unaudited pro forma consolidated statement of income for the Filed herewith. H. J. Heinz Company for the fiscal year ended May 3, 2000. 99.6 Unaudited pro forma consolidated balance sheet for the Filed herewith. H. J. Heinz Company as of October 30, 2002.