-----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, TTM+Zp+PKXjJXGylCQLs0zPJhkKiElJ+1SE7oNj7pqsSEImDrlR39kXmLPowrE8T bU96XKPyoDLdYxR65U/Eqg== 0000950152-04-000737.txt : 20040204 0000950152-04-000737.hdr.sgml : 20040204 20040204171136 ACCESSION NUMBER: 0000950152-04-000737 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040204 ITEM INFORMATION: FILED AS OF DATE: 20040204 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03385 FILM NUMBER: 04567591 BUSINESS ADDRESS: STREET 1: 600 GRANT ST CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 4124565700 MAIL ADDRESS: STREET 1: P O BOX 57 STREET 2: P O BOX 57 CITY: PITTSBURGH STATE: PA ZIP: 15230 8-K 1 j0546401e8vk.txt H.J. HEINZ 8-K ============================================================================ 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): February 4, 2004 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 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION H. J. Heinz Company wishes to disclose its press release dated February 4, 2004 furnished herewith as Exhibit 99.* The attached press release states that the Registrant preliminarily anticipates that earnings will be in line with previously announced management estimates for the third quarter and the full fiscal year. INDEX TO EXHIBITS Exhibit Number (Referenced to Item 601 of Regulation S-K) Description of Exhibit - --------------- ---------------------- 99 (furnished but not filed)* H.J. Heinz Company Press Release dated February 4, 2004 * The Exhibit attached to this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. SIGNATURE 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 By /s/ Arthur Winkleblack ---------------------------------- Arthur Winkleblack Executive Vice President and Chief Financial Officer Dated: February 4, 2004 EXHIBIT INDEX Exhibit NO. Description - ----------- ----------- 99 (furnished but not filed) H. J. Heinz Company Press Release dated February 4, 2004 EX-99 3 j0546401exv99.txt NEWS RELEASE Exhibit 99 [HEINZ logo] NEWS RELEASE FOR RELEASE UPON RECEIPT ACQUISITION STRENGTHENS HEINZ CANADA'S POSITION IN THE FOODSERVICE MARKETPLACE HEINZ ANTICIPATES THIRD QUARTER AND FULL FISCAL YEAR EARNINGS TO BE IN LINE WITH PREVIOUSLY ANNOUNCED ESTIMATES PITTSBURGH, PA February 4, 2004 - H.J. Heinz Company (NYSE: HNZ) today announced that its Heinz Canada subsidiary has purchased the Canadian assets of Unifine Richardson B.V.; a subsidiary of the Royal Cosun Group of Companies. This acquisition demonstrates Heinz Canada's commitment to effectively support the growing foodservice industry with on-trend products and proprietary menu solutions. Terms of the transaction were not disclosed. "We're delighted to welcome Richardson Foods and the team in St. Marys to the Heinz family," said Jim Krushelniski, President and CEO, Heinz Canada. "Richardson Foods strengthens our position in the foodservice marketplace by providing a highly skilled workforce, dedicated manufacturing in a state-of-the-art facility, expansion in key product and customer segments, and proven foodservice development resources that have the capability to service an increased demand for proprietary recipes." Based in St. Marys, Ontario, for the past 40 years, the Richardson business manufactures and sells salad dressings, sauces, and dessert toppings to major Canadian foodservice customers. The company was acquired by Royal Cosun in 1998. "Cosun feels that Heinz is in an optimal position to take this business to the next level within the foodservice marketplace," said Gert de Raaff of Royal Cosun. "Although we have enjoyed owning this business, we are convinced that Heinz is better positioned than we are to grow the company further." Heinz Canada intends to retain Richardson Foods' identity as well as its highly successful business model of quick response recipe development, flexible manufacturing, and culinary expertise. "We intend on keeping the facility open and investing in the business to drive growth and expansion of Richardson Foods," added Krushelniski. On February 24, 2004, the H.J. Heinz Company is scheduled to release third quarter results. The Company said it preliminarily anticipates earnings will be in line with previously announced management estimates for the third quarter and the full fiscal year. Heinz senior management will appear at the Consumer Analyst Group of New York annual conference on February 18, 2004. ABOUT HEINZ CANADA: Heinz Canada traces its roots to 1909 when founder H.J. Heinz chose Leamington, Ontario as the most suitable site for expansion of its operations. Today, Heinz is a leading processor and marketer of high-quality ketchup, condiments, sauces, meals, 2 soups, snacks, and infant foods through all retail and foodservice channels. Headquartered in Toronto, Heinz Canada employs more than 1,000 Canadians at its manufacturing facilities and offices across the country. * * * SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect management's view of future events and financial performance. These statements are subject to risks, uncertainties, assumptions and other important factors, many of which may be beyond Heinz's control and could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Such factors include those described in "Cautionary Statement Relevant to Forward-Looking Information" in the Company's Form10-K for the fiscal year ended April 30, 2003, and the Company's subsequent filings with the Securities and Exchange Commission. The forward-looking statements are and will be based on management's then current views and assumptions regarding future events and speak only as of their dates. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. * * * CONTACT: Media: Ted Smyth, 412-456-5780; Jack Kennedy, 412-456-5923; Holly Dickinson, Heinz Canada, 416-226-7587; OR Investors: Jack Runkel, 412-456-6034. -----END PRIVACY-ENHANCED MESSAGE-----