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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No 1)*
H.J. Heinz Company
(Name of Issuer)
Common Stock, $.25 par value
(Title of Class of Securities)
423074-10-3
(CUSIP Number)
Carolyn D. Duronio
Reed Smith Shaw & McClay
435 Sixth Avenue, Pittsburgh, PA 15219 (Phone: 412-288-4106)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 25, 1994
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ] . (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
Page 1 of 7 Pages
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CUSIP No. 423074-10-3 13D Page 2 of 7 Pages
1: NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William H. Rea
2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
3: SEC USE ONLY
4: SOURCE OF FUNDS*
N/A
5: CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6: CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7: SOLE VOTING POWER
-0-
8: SHARED VOTING POWER
8,104,474
9: SOLE DISPOSITIVE POWER
-0-
10: SHARED DISPOSITIVE POWER
8,104,474
11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,104,474
12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
14: TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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The Schedule 13D of William H. Rea is being amended and restated
in its entirety by this Amendment No. 1 as a result of the need to
file this Amendment No. 1 electronically through the EDGAR system.
Item 1. Security and Issuer.
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This Amendment No. 1 relates to shares of Common Stock,
par value $.25 per share, of H. J. Heinz Company (the "Issuer"),
P.O. Box 57, Pittsburgh, Pennsylvania 15230 (hereinafter referred
to as the "Common Stock").
Item 2. Identity and Background.
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The undersigned, William H. Rea, is retired. The
residence address of the undersigned is Stony Lonesome Farm, R.D.
#1, Stahlstown, Pennsylvania 15687.
The undersigned is a citizen of the United States and
has not during the last five years (1) been convicted in a
criminal proceeding or (2) been a party to a civil or
administrative proceeding resulting in a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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The undersigned, as trustee of two trusts, is the
beneficial owner of 8,104,474 shares of Common Stock. Such shares
were given to such trusts and no consideration was paid for them.
Item 4. Purpose of Transaction.
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The shares of Common Stock held by the undersigned in
the trusts referred to in Item 3 are held for investment, although
it is anticipated that the trusts will sell shares of Common Stock
from time to time in order to diversify their investments and to
comply with applicable tax laws. While the undersigned has no
other present plans or proposals which relate to or would result
in the acquisition or disposition by any person of securities of
the Issuer, the investments in the Issuer by the undersigned and
such trusts will be periodically reviewed and at any time the
amount of such investments may be increased or decreased. The
undersigned does not at the present time have any plans or
proposals which relate to or would result in:
(1) The acquisition by any person of additional
securities of the Issuer, or the disposition of securities of
the Issuer;
Page 3 of 7 Pages
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(2) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer
or any of its subsidiaries;
(3) A sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries;
(4) Any change in the present Board of Directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any
existing vacancies on the Board;
(5) Any material change in the present capitalization
or dividend policy of the Issuer;
(6) Any other material change in the Issuer's business
or corporate structure;
(7) Changes in the Issuer's articles of incorporation,
by-laws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by
any person;
(8) Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to
be authorized to be quoted in an interdealer quotation system
of a registered national securities association;
(9) A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or
(10) Any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
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The undersigned shares with co-trustees voting and
investment power over 8,104,474 shares of Common Stock (3.2% of
the outstanding Common Stock). The identity of the co-trustees
with one or more of whom the undersigned shares voting and
investment power is as follows:
J.F. Dolan (lawyer, partner)
Davis, Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
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Andre T. Heinz (design consultant)
William McDonaugh Architects
1950 Squaw Run Road
Pittsburgh, Pennsylvania 15238
Drue Heinz (community affairs)
Oliver Building
Suite 606
535 Smithfield Street
Pittsburgh, Pennsylvania 15222
Teresa Heinz (philanthropist)
4440 USX Tower
600 Grant Street
Pittsburgh, Pennsylvania 15219
John J. Ryan, Jr. (Chairman of the Board)
Mine Safety Appliance Co.
(manufacturer of safety equipment)
400 Penn Center Boulevard
Pittsburgh, Pennsylvania 15235
James M. Walton (investments)
Room 3902
525 William Penn Place
Pittsburgh, Pennsylvania 15219
S. Donald Wiley (lawyer, director of the Issuer,
retired Senior Vice President, General Counsel and
Secretary of the Issuer)
H. J. Heinz Company
USX Tower
Pittsburgh, Pennsylvania 15219
Mellon Bank, N.A., a national banking association
(domestic and international commercial banking,
retail banking and trust services)
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Each of the above individuals is a citizen of the United
States, and none of the above persons has during the last five
years (1) been convicted in a criminal proceeding or (2) been a
party to a civil or administrative proceeding resulting in a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
On January 25, 1994 a charitable trust, of which the
undersigned was a trustee, transferred 15,299,092 shares of Common
Stock to a newly-formed Pennsylvania nonprofit corporation, of
Page 5 of 7 Pages
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which the undersigned is a director. Such transfer was made for
no consideration in connection with the restructuring of the trust
into corporate form. Except for such transfer, the undersigned
has not effected any transactions in shares of Common Stock during
the sixty day period preceding the date of this Amendment No. 1.
The undersigned is filing this Amendment No. 1 to report that as
of January 25, 1994, he was the beneficial owner of less than 5%
of the Common Stock.
The shares of Common Stock held by the two trusts
reported herein as beneficially owned by the undersigned are held
by him in his capacity as trustee for the benefit of charity. No
charity has a right to receive dividends or proceeds from the
outstanding Common Stock so held. No person other than the
undersigned and the co-trustees listed above has the right to
direct the receipt of dividends on, or proceeds from the
disposition of, the Common Stock held by such trusts.
The undersigned has no right to receive the dividends
on, or the proceeds from the disposition of, any of shares of
Common Stock held by the trusts referred to in Item 3 and reported
herein as beneficially owned by him and disclaims any such
beneficial interest.
Item 6. Contracts, Arrangements, Understandings or Relationships
------- With Respect to Securities of the Issuer.
-----------------------------------------
There are no contracts, arrangements, understandings or
relationships (legal or otherwise except the contractual and legal
relationships inherent in the relationship between or among the
co-trustees; and between the co-trustees and the beneficiaries, of
the trusts) between or among the undersigned and any other person
with respect to any securities of the Issuer, including but not
limited to, transfer or voting of any such securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies. None of the shares of Common Stock
reported herein as beneficially owned by the undersigned are
pledged or otherwise subject to a contingency the occurrence of
which would give another person voting or investment power over
such securities.
Item 7. Material to be Filed as Exhibits.
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None.
Page 6 of 7 Pages
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SIGNATURE
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After reasonable inquiry and to the best of my
knowledge and belief, I hereby certify that the information set
forth in this statement is true, complete and correct.
William H. Rea
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William H. Rea
Dated: January 25, 1994
Page 7 of 7 Pages
