0001209191-12-013644.txt : 20120228
0001209191-12-013644.hdr.sgml : 20120228
20120228171234
ACCESSION NUMBER: 0001209191-12-013644
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20120224
FILED AS OF DATE: 20120228
DATE AS OF CHANGE: 20120228
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PELTZ NELSON
CENTRAL INDEX KEY: 0000928265
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-03385
FILM NUMBER: 12648525
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER NAME:
FORMER CONFORMED NAME: NELSON PELTZ
DATE OF NAME CHANGE: 19940810
ISSUER:
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
BUSINESS ADDRESS:
STREET 1: 1 PPG PLACE
STREET 2: SUITE 3100
CITY: PITTSBURGH
STATE: PA
ZIP: 15222-5448
BUSINESS PHONE: 4124565700
MAIL ADDRESS:
STREET 1: P O BOX 57
STREET 2: P O BOX 57
CITY: PITTSBURGH
STATE: PA
ZIP: 15230
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Trian Fund Management, L.P.
CENTRAL INDEX KEY: 0001345471
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-03385
FILM NUMBER: 12648526
BUSINESS ADDRESS:
STREET 1: 280 PARK AVENUE
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-451-3000
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
4
1
doc4.xml
FORM 4 SUBMISSION
X0304
4
2012-02-24
0
0000046640
HEINZ H J CO
HNZ
0000928265
PELTZ NELSON
280 PARK AVENUE
NEW YORK
NY
10017
1
0
0
0
0001345471
Trian Fund Management, L.P.
280 PARK AVENUE
41ST FLOOR
NEW YORK
NY
10017
1
0
0
1
less than 10% owner
Common Stock, $.25 Par Value
2012-02-24
4
S
0
116000
53.5713
D
931084
I
Please see explanation below
Common Stock, $.25 Par Value
3250
D
The price shown in Column 4 is a weighted average sale price. The price range for the sales is $53.390 to $53.725. The reporting persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore") and Trian Partners Parallel Fund I, L.P. ("Parallel Fund I" and collectively, the "Trian Entities") and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them. Mr. Peltz is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities. Mr. Peltz is also a member of Trian Partners General Partner, LLC ("Trian GP LLC"), the general partner of Trian Partners GP, L.P. ("Trian GP") and as such is in a position to determine the investment and voting decisions made by Trian GP LLC on behalf of Trian GP.
(FN 2, contd.) Accordingly, Mr. Peltz may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Trian Entities and Trian GP. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Peltz is a director of the Issuer.
Exhibit 24.1 Power of Attorney
Exhibit 24.2 Power of Attorney
Stuart I. Rosen, Attorney-In-Fact for Nelson Peltz
2012-02-28
By: Stuart I. Rosen, Attorney-In-Fact for Edward P. Garden, member of the general partner of Trian Fund Management, L.P.
2012-02-28
EX-24.4_412642
2
poa.txt
POA DOCUMENT
Exhibit 24.1 POWER OF ATTORNEY
Know all by these presents, that Nelson Peltz ("Principal") hereby constitutes
and appoints each of Brian L. Schorr, Stuart I. Rosen and Stacey L. Sayetta,
signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) complete and execute for and on behalf of the undersigned, in the
undersigned's capacity as (i) a director, and/or (ii) a 10% shareholder of H. J.
Heinz Company (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a)
of the Securities Exchange Act of 1934 and the rules thereunder and Form 144 in
accordance with the Securities Act of 1933 and the rules thereunder; and
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or
Form 144, complete and execute any amendment or amendments thereto, and timely
file such form with the United States Securities and Exchange Commission and any
stock exchange or similar authority.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934 ("Section 16"). The
undersigned hereby agrees on behalf of the undersigned and the undersigned's
heirs, executors, legal representatives and assigns to indemnify, defend and
hold each of the foregoing attorneys-in-fact harmless from and against any and
all claims that may arise against such attorney-in-fact by reason of any
violation by the undersigned of the undersigned's responsibilities under Section
16 or any other claim relating to any action taken by such attorney-in-fact
pursuant to this Power of Attorney.
CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As
the "principal," you give the person whom you choose (your "agent") authority to
spend your money and sell or dispose of your property during your lifetime
without telling you. You do not lose your authority to act even though you have
given your agent similar authority. When your agent exercises this authority,
he or she must act according to any instructions you have provided or, where
there are no specific instructions, in your best interest. "Important
Information for the Agent" at the end of this document describes your agent's
responsibilities. Your agent can act on your behalf only after signing the Power
of Attorney before a notary public. You can request information from your agent
at any time. If you are revoking a prior Power of Attorney by executing this
Power of Attorney, you should provide written notice of the revocation to your
prior agent(s) and to the financial institutions where your accounts are
located. You can revoke or terminate your Power of Attorney at any time for any
reason as long as you are of sound mind. If you are no longer of sound mind, a
court can remove an agent for acting improperly. Your agent cannot make health
care decisions for you. You may execute a "Health Care Proxy" to do this.
The law governing Powers of Attorney is contained in the New York General
Obligations Law, Article 5, Title 15. This law is available at a law library, or
online through the New York State Senate or Assembly websites,
www.senate.state.ny.us or www.assembly.state.ny.us. If there is anything about
this document that you do not understand, you should ask a lawyer of your own
choosing to explain it to you.
This Power of Attorney shall remain in full force and effect until Principal is
no longer required to file Forms 3, 4, and 5 with respect to Principal's
holdings of and transactions in securities issued by the Company, unless earlier
revoked by Principal in a signed writing delivered to any of the foregoing
attorneys-in-fact. This Power of Attorney does not revoke or replace any other
power of attorney that Principal has previously granted.
IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted
under this Power of Attorney, a special legal relationship is created between
you and the principal. This relationship imposes on you legal responsibilities
that continue until you resign or the Power of Attorney is terminated or
revoked. You must:
(1) act according to any instructions from the principal, or, where there are no
instructions, in the principal's best interest;
(2) avoid conflicts that would impair your ability to act in the principal's
best interest;
(3) keep the principal's property separate and distinct from any assets you own
or control, unless otherwise permitted by law;
(4) keep a record or all receipts, payments, and transactions conducted for the
principal; and
(5) disclose your identity as an agent whenever you act for the principal by
writing or printing the principal's name and signing your own name as "agent" in
either of the following manner: (Principal's Name) by (Your Signature) as Agent,
or (your signature) as Agent for (Principal's Name).
You may not use the principal's assets to benefit yourself or give major gifts
to yourself or anyone else unless the principal has specifically granted you
that authority in this Power of Attorney or in a Statutory Major Gifts Rider
attached to this Power of Attorney. If you have that authority, you must act
according to any instructions of the principal or, where there are no such
instructions, in the principal's best interest. You may resign by giving written
notice to the principal and to any co-agent, successor agent, monitor if one has
been named in this document, or the principal's guardian if one has been
appointed. If there is anything about this document or your responsibilities
that you do not understand, you should seek legal advice.
Liability of agent: The meaning of the authority given to you is defined in New
York's General Obligations Law, Article 5, Title 15. If it is found that you
have violated the law or acted outside the authority granted to you in the Power
of Attorney, you may be liable under the law for your violation.
IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be
executed as of the dated specified below.
By: /s/Nelson Peltz
Nelson Peltz
Date: February 22, 2012
State of New York )
) ss.:
County of New York )
On the 22nd day of February in the year 2012 before me, the undersigned,
personally appeared Nelson Peltz, personally known to me or proved to me on the
basis of satisfactory evidence to be the individual whose name is subscribed to
the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.
/s/Jane. A. Singletary
(Signature and office of individual taking acknowledgment.)
JANE A. SINGLETARY
NOTARY PUBLIC - State of New York
No. 01SI5063837
Qualified in New York County
Commission Expires 6/29/2014
By: /s/Brian L. Schorr
Brian L. Schorr
Date: February 22, 2012
State of New York )
) ss.:
County of New York )
On the 22nd day of February in the year 2012 before me, the undersigned,
personally appeared Brian L. Schorr, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.
/s/Jane. A. Singletary
(Signature and office of individual taking acknowledgment.)
JANE A. SINGLETARY
NOTARY PUBLIC - State of New York
No. 01SI5063837
Qualified in New York County
Commission Expires 6/29/2014
By: /s/Stuart I. Rosen
Stuart I. Rosen
Date: February 22, 2012
State of New York )
) ss.:
County of New York )
On the 22nd day of February in the year 2012 before me, the undersigned,
personally appeared Stuart I. Rosen, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.
/s/Jane. A. Singletary
(Signature and office of individual taking acknowledgment.)
JANE A. SINGLETARY
NOTARY PUBLIC - State of New York
No. 01SI5063837
Qualified in New York County
Commission Expires 6/29/2014
By: /s/Stacey L. Sayetta
Stacey L. Sayetta
Date: February 22, 2012
State of New York )
) ss.:
County of New York )
On the 22nd day of February in the year 2012 before me, the undersigned,
personally appeared Stacey L. Sayetta, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.
/s/Jane. A. Singletary
(Signature and office of individual taking acknowledgment.)
JANE A. SINGLETARY
NOTARY PUBLIC - State of New York
No. 01SI5063837
Qualified in New York County
Commission Expires 6/29/2014
Exhibit 24.2 POWER OF ATTORNEY
Know all by these presents, that Edward P. Garden ("Principal") hereby
constitutes and appoints each of Brian L. Schorr, Stuart I. Rosen and Stacey L.
Sayetta, signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) complete and execute for and on behalf of the undersigned, in the
undersigned's capacity as (i) a member of Trian Fund Management GP, LLC, the
general partner of the undersigned, and/or (ii) a 10% shareholder of H. J. Heinz
Company (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder and Form 144 in
accordance with the Securities Act of 1933 and the rules thereunder; and
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or
Form 144, complete and execute any amendment or amendments thereto, and timely
file such form with the United States Securities and Exchange Commission and any
stock exchange or similar authority.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934 ("Section 16"). The
undersigned hereby agrees on behalf of the undersigned and the undersigned's
heirs, executors, legal representatives and assigns to indemnify, defend and
hold each of the foregoing attorneys-in-fact harmless from and against any and
all claims that may arise against such attorney-in-fact by reason of any
violation by the undersigned of the undersigned's responsibilities under Section
16 or any other claim relating to any action taken by such attorney-in-fact
pursuant to this Power of Attorney.
CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As
the "principal," you give the person whom you choose (your "agent") authority to
spend your money and sell or dispose of your property during your lifetime
without telling you. You do not lose your authority to act even though you have
given your agent similar authority. When your agent exercises this authority,
he or she must act according to any instructions you have provided or, where
there are no specific instructions, in your best interest. "Important
Information for the Agent" at the end of this document describes your agent's
responsibilities. Your agent can act on your behalf only after signing the Power
of Attorney before a notary public. You can request information from your agent
at any time. If you are revoking a prior Power of Attorney by executing this
Power of Attorney, you should provide written notice of the revocation to your
prior agent(s) and to the financial institutions where your accounts are
located. You can revoke or terminate your Power of Attorney at any time for any
reason as long as you are of sound mind. If you are no longer of sound mind, a
court can remove an agent for acting improperly. Your agent cannot make health
care decisions for you. You may execute a "Health Care Proxy" to do this.
The law governing Powers of Attorney is contained in the New York General
Obligations Law, Article 5, Title 15. This law is available at a law library, or
online through the New York State Senate or Assembly websites,
www.senate.state.ny.us or www.assembly.state.ny.us. If there is anything about
this document that you do not understand, you should ask a lawyer of your own
choosing to explain it to you.
This Power of Attorney shall remain in full force and effect until Principal is
no longer required to file Forms 3, 4, and 5 with respect to Principal's
holdings of and transactions in securities issued by the Company, unless earlier
revoked by Principal in a signed writing delivered to any of the foregoing
attorneys-in-fact. This Power of Attorney does not revoke or replace any other
power of attorney that Principal has previously granted.
IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted
under this Power of Attorney, a special legal relationship is created between
you and the principal. This relationship imposes on you legal responsibilities
that continue until you resign or the Power of Attorney is terminated or
revoked. You must:
(1) act according to any instructions from the principal, or, where there are no
instructions, in the principal's best interest;
(2) avoid conflicts that would impair your ability to act in the principal's
best interest;
(3) keep the principal's property separate and distinct from any assets you own
or control, unless otherwise permitted by law;
(4) keep a record or all receipts, payments, and transactions conducted for the
principal; and
(5) disclose your identity as an agent whenever you act for the principal by
writing or printing the principal's name and signing your own name as "agent" in
either of the following manner: (Principal's Name) by (Your Signature) as Agent,
or (your signature) as Agent for (Principal's Name).
You may not use the principal's assets to benefit yourself or give major gifts
to yourself or anyone else unless the principal has specifically granted you
that authority in this Power of Attorney or in a Statutory Major Gifts Rider
attached to this Power of Attorney. If you have that authority, you must act
according to any instructions of the principal or, where there are no such
instructions, in the principal's best interest. You may resign by giving written
notice to the principal and to any co-agent, successor agent, monitor if one has
been named in this document, or the principal's guardian if one has been
appointed. If there is anything about this document or your responsibilities
that you do not understand, you should seek legal advice.
Liability of agent: The meaning of the authority given to you is defined in New
York's General Obligations Law, Article 5, Title 15. If it is found that you
have violated the law or acted outside the authority granted to you in the Power
of Attorney, you may be liable under the law for your violation.
IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be
executed as of the dated specified below.
TRIAN FUND MANAGEMENT, L.P.
By: Trian Fund Management GP, LLC, General Partner
By: /s/Edward P. Garden
Name: Edward P. Garden
Title: Member
Date: February 22, 2012
State of New York )
) ss.:
County of New York )
On the 22nd day of February in the year 2012 before me, the undersigned,
personally appeared Edward P. Garden, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.
(Signature and office of individual taking acknowledgment.)
JANE A. SINGLETARY
NOTARY PUBLIC - State of New York
No. 01SI5063837
Qualified in New York County
Commission Expires 6/29/2014
By: /s/Brian L. Schorr
Brian L. Schorr
Date: February 22, 2012
State of New York )
) ss.:
County of New York )
February 22, 2012 in the year 2012 before me, the undersigned, personally
appeared Brian L. Schorr, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.
/s/Jane A. Singletary
(Signature and office of individual taking acknowledgment.)
JANE A. SINGLETARY
NOTARY PUBLIC - State of New York
No. 01SI5063837
Qualified in New York County
Commission Expires 6/29/2014
By: /s/Stuart I. Rosen
Stuart I. Rosen
Date: February 22, 2012
State of New York )
) ss.:
County of New York )
February 22, 2012 in the year 2012 before me, the undersigned, personally
appeared Stuart I. Rosen, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.
/s/Jane A. Singletary
(Signature and office of individual taking acknowledgment.)
JANE A. SINGLETARY
NOTARY PUBLIC - State of New York
No. 01SI5063837
Qualified in New York County
Commission Expires 6/29/2014
By: /s/Stacey L. Sayetta
Stacey L. Sayetta
Date: February 22, 2012
State of New York )
) ss.:
County of New York )
February 22, 2012 in the year 2012 before me, the undersigned, personally
appeared Stacey L. Sayetta, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.
/s/Jane A. Singletary
(Signature and office of individual taking acknowledgment.)
JANE A. SINGLETARY
NOTARY PUBLIC - State of New York
No. 01SI5063837
Qualified in New York County
Commission Expires 6/29/2014