<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
H.J. Heinz Company
(Name of Issuer)
Common Stock, $.25 par value
(Title of Class of Securities)
423074-10-3
(CUSIP Number)
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the filing 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.)
*The remainder of this cover page shall be filled 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 the
disclosures provided in a prior cover page.
The information required in 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 8 Pages
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CUSIP No. 423074-10-3 13G Page 2 of 8 Pages
1: NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Drue Heinz
2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
3: SEC USE ONLY
4: CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
5: SOLE VOTING POWER
2,018,188
6: SHARED VOTING POWER
587,012
7: SOLE DISPOSITIVE POWER
465,188
8: SHARED DISPOSITIVE POWER
2,140,012
9: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,605,200
10: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
14: TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 423074-10-3 13G Page 3 of 8 Pages
1: NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph W. Oliver
2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
3: SEC USE ONLY
4: CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
5: SOLE VOTING POWER
0
6: SHARED VOTING POWER
0
7: SOLE DISPOSITIVE POWER
0
8: SHARED DISPOSITIVE POWER
0
9: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
12: TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1(a) - Name of Issuer:
H. J. Heinz Company
Item 1(b) - Address of Issuer's Principal Executive Offices:
--------- ------------------------------------------------
USX Tower
Pittsburgh, Pennsylvania 15230
Item 2(a) - Name of Person Filing:
--------- ----------------------
(1) Drue Heinz
(2) Joseph W. Oliver
Item 2(b) - Address of Principal Business Office, or if None,
--------- Residence:
-------------------------------------------------
The principal business address of each of the
undersigned is:
(1) Drue Heinz Office
Suite 606, Oliver Building
535 Smithfield Street
Pittsburgh, PA 15222
(2) 100 Glenview Place
Naples, Florida 33963
Item 2(c) - Citizenship:
--------- ------------
USA
Item 2(d) - Title of Class of Securities:
--------- -----------------------------
Common Stock, $.25 par value
Item 2(e) - CUSIP No.:
--------- ----------
423074-10-3
Item 3 - Statement Filed Pursuant to Rule l3d-1(b) or Rule
------ l3d-2(b):
-------------------------------------------------
None of the categories is applicable to any of the
undersigned.
Page 4 of 8 Pages
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Item 4 - Ownership:
------ ----------
Mrs. Drue Heinz has sole voting power and sole
investment power with respect to 465,188 shares of Common Stock
(0.2% of the outstanding Common Stock) held in her own name, sole
voting power and shared investment power over 1,553,000 shares of
Common Stock (0.6% of the outstanding Common Stock) held by two
trusts, and shared voting power and shared investment power over
587,012 shares of Common Stock (0.2% of the outstanding Common
Stock) held by three other trusts.
Item 5 - Ownership of Five Percent or Less of a Class:
------ ---------------------------------------------
On January 25, 1994, the Howard Heinz Endowment, a
charitable trust of which the undersigned were trustees,
transferred 15,299,092 shares of Common Stock (6.0% of the Common
Stock outstanding) to Howard Heinz Endowment, a Pennsylvania non-
profit corporation of which they are directors. The transfer was
made in connection with a restructuring of the Endowment into
corporate form. This Statement is being filed to report that as
of January 25, 1994, the undersigned ceased to be the beneficial
owners of more than 5% of the outstanding Common Stock.
Item 6 - Ownership of More than Five Percent on Behalf of
------ Another Person:
------------------------------------------------
Of the 587,010 shares of Common Stock referred to in
paragraph (b)(ii) above, other persons (not including any of the
undersigned) have the right to receive dividends from 19,998 of
such shares.
Item 7 - Identification and Classification of the Subsidiary
------ Which Acquired the Security Being Reported on by the
Parent Holding Company:
----------------------------------------------------
Inapplicable
Item 8 - Identification and Classification of Members of the
------ Group:
---------------------------------------------------
Inapplicable
Item 9 - Notice of Dissolution of Group:
------ -------------------------------
Inapplicable
Page 5 of 8 Pages
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Item 10 - Certification:
------ ---------------
Inapplicable
Page 6 of 8 Pages
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SIGNATURE
After reasonable inquiry, and to the best of my
knowledge and belief, I certify that the information set forth in
this statement with respect to me is true, complete and correct.
The undersigned agrees that this statement is filed on
behalf of the undersigned and each of the other individuals
identified in Item 2(a) thereof.
Drue Heinz
-------------------
Drue Heinz
Dated: January 25, 1994
Page 7 of 8 Pages
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SIGNATURE
After reasonable inquiry, and to the best of my
knowledge and belief, I certify that the information set forth in
this statement with respect to me is true, complete and correct.
The undersigned agrees that this statement is filed on
behalf of the undersigned and each of the other individuals
identified in Item 2(a) thereof.
Joseph W. Oliver
------------------------
Joseph W. Oliver
Dated: January 25, 1994
Page 8 of 8 Pages
