<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended October 26, 1994
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
------------------- ------------------
For the Six Months Ended October 26, 1994 Commission File Number 1-3385
H. J. HEINZ COMPANY
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-0542520
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Grant Street, Pittsburgh, Pennsylvania 15219
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 412-456-5700
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
requirements for the past 90 days. Yes X No
--- ---
The number of shares of the Registrant's Common Stock, par value $.25 per
share, outstanding as of November 30, 1994, was 246,690,801 shares.
<PAGE>
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements.
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
October 26, 1994 October 27, 1993
---------------- ----------------
FY 1995 FY 1994
(Unaudited)
(In Thousands, Except
per Share Amounts)
<S> <C> <C>
Sales.................................................................... $ 3,711,479 $ 3,391,041
Cost of products sold.................................................... 2,371,075 2,122,060
---------------- -----------------
Gross profit............................................................. 1,340,404 1,268,981
Selling, general and administrative expenses............................. 781,526 775,337
Gain on sale of confectionery and specialty rice businesses.............. -- 127,001
---------------- -----------------
Operating income......................................................... 558,878 620,645
Interest income.......................................................... 16,634 14,968
Interest expense......................................................... 86,261 74,746
Other expense, net....................................................... 18,358 17,980
---------------- -----------------
Income before income taxes............................................... 470,893 542,887
Provision for income taxes............................................... 176,585 197,583
---------------- -----------------
Net income............................................................... $ 294,308 $ 345,304
=============== =================
Net income per share..................................................... $ 1.18 $ 1.34
=============== =================
Cash dividends per share................................................. $ .69 $ .63
=============== =================
Average shares for earnings per share.................................... 249,960 257,946
=============== =================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
------------------
2
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
October 26, 1994 October 27, 1993
---------------- ----------------
FY 1995 FY 1994
(Unaudited)
(In Thousands, Except
per Share Amounts)
<S> <C> <C>
Sales..................................................................... $ 1,975,381 $ 1,807,729
Cost of products sold..................................................... 1,269,625 1,158,722
---------------- ----------------
Gross profit.............................................................. 705,756 649,007
Selling, general and administrative expenses.............................. 433,632 428,576
Gain on sale of confectionery and specialty rice businesses............... -- 127,001
---------------- ----------------
Operating income.......................................................... 272,124 347,432
Interest income........................................................... 7,273 6,455
Interest expense.......................................................... 45,551 35,578
Other expense, net........................................................ 10,498 9,605
---------------- ----------------
Income before income taxes................................................ 223,348 308,704
Provision for income taxes................................................ 83,756 115,579
---------------- ----------------
Net income................................................................ $ 139,592 $ 193,125
================ ================
Net income per share...................................................... $ .56 $ .75
================ ================
Cash dividends per share.................................................. $ .36 $ .33
================ ================
Average shares for earnings per share..................................... 249,960 257,946
================ ================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
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3
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
October 26, 1994 April 27, 1994*
---------------- --------------
FY 1995 FY 1994
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents................................................. $ 106,200 $ 98,536
Short-term investments, at cost which approximates market................. 62,065 43,868
Receivables, net.......................................................... 914,325 812,501
Inventories............................................................... 1,349,169 1,145,747
Prepaid expenses and other current assets................................. 222,843 190,878
---------------- ---------------
Total current assets................................................. 2,654,602 2,291,530
---------------- ---------------
Property, plant and equipment............................................. 3,715,799 3,442,940
Less accumulated depreciation............................................. 1,404,077 1,275,213
---------------- ---------------
Total property, plant and equipment, net............................. 2,311,722 2,167,727
---------------- ---------------
Investments, advances and other assets.................................... 574,683 579,420
Goodwill, net............................................................. 1,020,003 992,994
Other intangibles, net.................................................... 531,666 349,475
---------------- ---------------
Total other noncurrent assets........................................ 2,126,352 1,921,889
---------------- ---------------
Total assets......................................................... $ 7,092,676 $ 6,381,146
================ ===============
</TABLE>
*Summarized from audited fiscal year 1994 balance sheet.
See Notes to Condensed Consolidated Financial Statements.
------------------
4
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
October 26, 1994 April 27, 1994*
---------------- --------------
FY 1995 FY 1994
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term debt........................................................... $ 644,505 $ 416,372
Portion of long-term debt due within one year............................. 42,509 23,329
Accounts payable.......................................................... 632,042 575,269
Salaries and wages........................................................ 76,742 72,312
Accrued marketing......................................................... 105,459 105,102
Other accrued liabilities................................................. 358,032 369,443
Income taxes.............................................................. 129,451 130,535
---------------- ---------------
Total current liabilities............................................ 1,988,740 1,692,362
---------------- ---------------
Long-term debt............................................................ 2,062,117 1,727,002
Deferred income taxes..................................................... 281,665 248,630
Non-pension postretirement benefits....................................... 218,349 217,044
Other liabilities......................................................... 179,237 157,557
---------------- ---------------
Total long-term debt and other liabilities........................... 2,741,368 2,350,233
---------------- ---------------
Shareholders' Equity:
Capital stock............................................................. 72,230 72,248
Additional capital........................................................ 167,727 170,179
Retained earnings......................................................... 3,757,337 3,633,385
Cumulative translation adjustments........................................ (167,823) (264,119)
---------------- ---------------
3,829,471 3,611,693
Less:
Treasury stock at cost (43,734,651 shares at October 26, 1994 and
38,359,744 shares at April 27, 1994)................................. 1,435,869 1,239,177
Unearned compensation relating to the ESOP.............................. 31,034 33,965
---------------- ---------------
Total shareholders' equity........................................... 2,362,568 2,338,551
---------------- ---------------
Total liabilities and shareholders' equity........................... $ 7,092,676 $ 6,381,146
================ ===============
</TABLE>
*Summarized from audited fiscal year 1994 balance sheet.
See Notes to Condensed Consolidated Financial Statements.
------------------
5
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
October 26, 1994 October 27, 1993
---------------- ----------------
FY 1995 FY 1994
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
Cash Provided by Operating Activities.................................... $ 181,981 $ 277,357
---------------- ----------------
Cash Flows from Investing Activities:
Capital expenditures................................................ (135,018) (131,936)
Acquisitions, net of cash acquired.................................. (263,391) (93,426)
Proceeds from divestitures.......................................... -- 254,754
Purchases of short-term investments................................. (1,128,166) (26,288)
Sales and maturities of short-term investments...................... 1,135,131 19,593
Other items, net.................................................... 10,704 8,326
---------------- ----------------
Cash (used for) provided by investing activities............... (380,740) 31,023
---------------- ----------------
Cash Flows from Financing Activities:
Proceeds (payments) on short-term debt, net......................... 561,578 (46,016)
Dividends........................................................... (170,356) (159,696)
Purchases of treasury stock......................................... (219,348) (78,180)
Proceeds from borrowings against insurance policies................. 70,930 65,264
Repayments of borrowings against insurance policies................. (68,898) (65,264)
Other items, net.................................................... 20,408 3,407
---------------- ----------------
Cash provided by (used for) financing activities............... 194,314 (280,485)
---------------- ----------------
Effect of exchange rate changes on cash and cash
equivalents............................................................ 12,109 (8,490)
---------------- ----------------
Net increase in cash and cash equivalents................................ 7,664 19,405
Cash and cash equivalents at beginning of year........................... 98,536 68,432
---------------- ----------------
Cash and cash equivalents at end of period............................... $ 106,200 $ 87,837
================ ================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
------------------
6
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) The Management's Discussion and Analysis of Financial Condition and Results
of Operations which follows these notes contains additional information on
the results of operations and the financial position of the company. Those
comments should be read in conjunction with these notes. The company's
annual report on Form 10-K for the fiscal year ended April 27, 1994
includes additional information about the company, its operations, and its
financial position, and should be read in conjunction with this quarterly
report on Form 10-Q.
(2) The results for the interim periods are not necessarily indicative of the
results to be expected for the full fiscal year due to the seasonal nature
of the company's business. Certain prior year amounts have been
reclassified in order to conform with the fiscal 1995 presentation.
(3) In the opinion of management, all adjustments, which are of a normal and
recurring nature, necessary for a fair statement of the results of
operations of these interim periods have been included.
(4) The composition of inventories at the balance sheet dates was as follows:
<TABLE>
<CAPTION>
October 26, 1994 April 27, 1994
---------------- ----------------
(Thousands of Dollars)
<S> <C> <C>
Finished goods and work-in-process........................... $ 1,005,470 $ 851,944
Packaging material and ingredients........................... 343,699 293,803
---------------- ----------------
$ 1,349,169 $ 1,145,747
================ ================
</TABLE>
(5) The provision for income taxes consists of provisions for federal, state,
U.S. possessions and foreign income taxes. The company operates in an
international environment with significant operations in various locations
outside the United States. Accordingly, the consolidated income tax rate is
a composite rate reflecting the earnings in the various locations and the
applicable tax rates.
(6) On September 6, 1994, the company replaced its line of credit agreements
supporting domestic commercial paper. The new line of credit agreements
total $1.6 billion, of which $800 million expires on September 5, 1995, at
which time it is anticipated that a new one year facility will be
established. The remaining $800 million expires in September 1999. Fiscal
year 1994 domestic line of credit agreements of $1.5 billion have been
terminated.
On December 8, 1994, the company entered into an agreement to issue
approximately $300 million of 8.0% three-year bonds in the international
capital markets. The proceeds from this debt issuance will be utilized to
repay domestic commercial paper. The company has agreed to a swap
arrangement that will effectively convert the fixed interest rate
associated with the bonds to a variable rate based on LIBOR.
As a result of the above, $1.1 billion of the $1.4 billion domestic
commercial paper outstanding is classified as long-term debt as of October
26, 1994. As of fiscal year end 1994, $750 million of domestic commercial
paper was classified as long-term debt.
(7) On May 16, 1994, the company acquired the Borden Foodservice Group, a unit
of Borden, Inc. The group's product range includes a single-serve line of
condiments. On July 22, 1994, the company announced the completion of the
acquisition of the Farley's infant food and adult nutrition business from
The Boots Company PLC of Nottingham, England for a total purchase price of
approximately $140 million. Farley's product offerings include a wide range
of infant
7
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Unaudited)
feeding products from formulas to post-weaning biscuits, cereals and dry
meals. During the first quarter of fiscal 1995, the company also made other
small acquisitions.
On September 30, 1994, the company acquired the Family Products Division of
Glaxo India Limited for a total purchase price of approximately $55
million. Glaxo's Family Products Division, based in Bombay, produces a wide
range of nutritional drinks, baby foods and other consumer products.
All of the above acquisitions have been accounted for as purchases and,
accordingly, the respective purchase prices have been allocated on a
preliminary basis to the respective assets and liabilities based on their
estimated fair values as of the dates of the acquisitions. Operating
results of these acquisitions have been included in the Consolidated
Statements of Income from the dates of the acquisitions.
On December 2, 1994, the company acquired The All American Gourmet Company
for a total purchase price of approximately $200 million. All American
Gourmet produces the Budget Gourmet frozen meals and side dishes and was
formerly a part of Kraft General Foods, Inc.
Pro forma results of the company, assuming the above-noted acquisitions had
been made at the beginning of each period presented, would not be
materially different from the results reported.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
RESULTS OF OPERATIONS
SIX MONTHS ENDED OCTOBER 26, 1994 AND OCTOBER 27, 1993
For the six months ended October 26, 1994, sales increased $320.4 million,
or 9%, to $3.71 billion from $3.39 billion recorded in the same period a year
ago. The sales increase came primarily from volume increases of 5% and
acquisitions, net of divestitures, of 3%. Price increases and the impact of
foreign currency translation rates each contributed less than one percent to the
sales dollar increase.
Volume increases were noted in most of the company's core products, such as
StarKist tuna, petfoods, Heinz grocery ketchup, sauces and condiments, and
foodservice products, which exhibited growth in Ore-Ida frozen potatoes and
Heinz ketchup.
Price increases on infant food, Ore-Ida frozen potatoes and sauces and
condiments were offset by price decreases on petfoods, pasta and Heinz beans.
Gross profit increased $71.4 million to $1.34 billion from $1.27 billion a
year ago. The ratio of gross profit to sales decreased 1.3% to 36.1%. The
current year's gross profit ratio was negatively impacted by an unfavorable
profit mix related to recent acquisitions and divestitures and higher
foodservice sales, partially offset by operating improvements resulting from the
implementation of the company's restructuring strategy. The prior year's gross
profit ratio was favorably impacted by the divestiture of the Chico-San rice
cake business and lower costs associated with restructuring projects.
Operating income decreased $61.8 million, or 10%, to $558.9 million from
$620.6 million for the same period last year. The decrease in operating income
is primarily attributable to the $127.0 million gain from the sale of the
confectionery and specialty rice businesses in the prior year. Exclusive of the
gain, operating income increased $65.2 million, mainly due to the increase in
gross profit. Selling, general and administrative expenses increased by $6.2
million, but decreased as a percentage of net sales reflecting lower
administrative and marketing costs.
Net interest expense for the six months ended October 26, 1994 increased to
$69.6 million from $59.8 million last year due mainly to higher average
short-term borrowings and higher short-term interest rates, offset by a slight
increase in interest income due to higher liquidity as a result of the
divestiture of the confectionery business.
Net income for the six months was $294.3 million compared to $345.3 million
for the same period last year and earnings per share was $1.18 compared to
$1.34. The effective tax rate was 37.5% compared to 36.4% for the same period
last year. The tax rate for the six months ended October 26, 1994 included the
recognition of benefits attributable to prior years' operating losses overseas.
The fiscal 1994 effective tax rate of 36.4% included: the recognition of
benefits attributable to prior years' operating losses overseas; the impact of
changes in U.S. tax law; and a reduction in the statutory rate in Australia.
Fiscal 1995 earnings per share benefited from the effect of a reduction in the
number of common shares outstanding resulting from the company's share
repurchase program.
RESULTS OF OPERATIONS
THREE MONTHS ENDED OCTOBER 26, 1994 AND OCTOBER 27, 1993
For the three months ended October 26, 1994, sales increased $167.7
million, or 9%, to $1.98 billion from $1.81 billion recorded in the same period
a year ago. The increase is due to volume gains of 4%, acquisitions, net of
divestitures, of 3% and the effect of foreign exchange translation rates of 2%.
The effect of price increases was negligible on results for the quarter.
9
<PAGE>
Volume increases were noted in many of the company's core retail product
lines, such as sauces and condiments, 9-Lives canned cat food, infant food,
pasta and Heinz beans. Foodservice volumes continued to show growth in Ore-Ida
frozen potatoes, coated products, bakery products, sauces and condiments, and
Heinz ketchup. These volume gains were partially offset by sales volume
declines, most notably in StarKist tuna, which had benefited from increased
shipments in advance of a price increase in the prior year's second quarter.
Price increases on Ore-Ida foodservice potatoes, infant food and
foodservice sauces and condiments were almost entirely offset by lower prices on
Weight Watchers entrees, Heinz grocery ketchup and petfoods.
Although the Weight Watchers businesses (meetings and foods) were down
slightly for the first quarter, recent indicators show that the downward trend
experienced throughout last year has ended. In the second quarter, volume
improved in frozen foods and attendance increased in markets where new marketing
programs were tested. It is expected that both of these businesses will continue
to exhibit improved performance when the marketing programs are fully
implemented later this year.
Gross profit increased $56.7 million to $705.8 million from $649.0 million
a year ago. The ratio of gross profit to sales decreased slightly to 35.7%. The
current year's gross profit ratio was negatively impacted by an unfavorable
profit mix related to recent acquisitions and divestitures and higher
foodservice sales, partially offset by operating improvements resulting from the
implementation of the company's restructuring strategy.
Operating income decreased $75.3 million, or 21.7%, to $272.1 million from
$347.4 million for the same period last year. The decrease in operating income
is primarily attributable to the $127.0 million gain from the sale of the
confectionery and specialty rice businesses in the prior year, offset by the
increase in gross profit discussed above. Selling, general and administrative
expenses increased by $5.1 million, but decreased as a percentage of net sales
reflecting lower administrative and marketing costs.
Net interest expense increased $9.2 million, or 31.4%, to $38.3 million
from $29.1 million in the second quarter a year ago mainly due to higher
short-term interest rates on higher average short-term borrowings, offset by
slightly higher interest income resulting from higher liquidity as a result of
the divestiture of the confectionery business.
Net income for the quarter was $139.6 million compared to $193.1 million
for the same period last year and earnings per share was $0.56 compared to
$0.75. The prior year's second quarter results included gains of $0.24 per share
resulting from the sale of the company's confectionery and specialty rice
businesses. The tax rate for the second quarter of fiscal 1995 was 37.5%
compared to 37.4% a year ago. The current quarter's tax rate included the
recognition of benefits attributable to prior years' operating losses overseas.
The fiscal 1994 second quarter tax rate included the effect of higher taxes in
Italy as a result of the sale of the Italian confectionery business, offset
partially by the favorable impact of changes in U.S. tax law. Fiscal 1995
earnings per share benefited from the effect of a reduction in the number of
common shares outstanding resulting from the company's share repurchase program.
LIQUIDITY AND FINANCIAL POSITION
Cash provided by operating activities totaled $182.0 million for the six
month period ended October 26, 1994 compared to $277.4 million last year. The
decrease is mainly due to increased levels of inventories and receivables.
Cash used by investing activities required $380.7 million compared to
providing $31.0 million last year. Cash used for acquisitions in the current
period totaled $263.4 million and resulted from the following acquisitions: the
Family Products Division of Glaxo India Limited; Farley's infant foods and adult
nutrition business from The Boots Company PLC; the Borden Foodservice Group, a
unit of Borden, Inc.; DEGA, a foodservice products company located in Italy; and
other smaller
10
<PAGE>
acquisitions. The prior year's amount included the purchase of the Moore's and
Domani product lines from the Clorox Company for approximately $90.0 million.
Proceeds from divestitures totaled $254.8 million in the first six months of
fiscal 1994, due mainly to the sale of the confectionery and specialty rice
businesses. Purchases of property, plant and equipment totaled $135.0 million
compared to $131.9 million a year ago.
Financing activities provided $194.3 million for the six months ended
October 26, 1994 compared to using $280.5 million a year ago. Net proceeds on
short-term debt provided $561.6 million in the current period versus using $46.0
million in the prior year's comparable period. Short-term debt proceeds were
used to finance treasury stock purchases of $219.3 million (6.2 million shares)
and dividend payments of $170.4 million in the six months ended October 26,
1994.
On September 13, 1994, the board of directors authorized the repurchase of
up to an additional 10.0 million shares of the company's common stock, which may
take place over an extended period of time. As of October 26, 1994, the company
has repurchased approximately 2.3 million shares of the currently authorized
10.0 million share repurchase program. The previous 10.0 million share
repurchase program was completed during the second quarter of fiscal 1995.
On September 13, 1994, the company's board of directors raised the
quarterly dividend on the company's common stock to $0.36 per share from $0.33
per share, for an indicated annual rate of $1.44 per share. On December 7, 1994,
the board of directors declared the quarterly dividend of $0.36 per share to
shareholders of record as of December 21, 1994, payable January 10, 1995.
On September 6, 1994, the company replaced its line of credit agreements
supporting domestic commercial paper. The new line of credit agreements total
$1.6 billion, of which $800 million expires on September 5, 1995, at which time
it is anticipated that a new one year facility will be established. The
remaining $800 million expires in September 1999. Fiscal year 1994 domestic line
of credit agreements of $1.5 billion have been terminated.
On December 8, 1994, the company entered into an agreement to issue
approximately $300 million of 8.0% three-year bonds in the international capital
markets. The proceeds from this debt issuance will be utilized to repay domestic
commercial paper. The company has agreed to a swap arrangement that will
effectively convert the fixed interest rate associated with the bonds to a
variable rate based on LIBOR.
As a result of the above, $1.1 billion of the $1.4 billion domestic
commercial paper outstanding is classified as long-term debt as of October 26,
1994. As of fiscal year end 1994, $750 million of domestic commercial paper was
classified as long-term debt.
The company's financial position continues to remain strong, enabling it to
meet cash requirements for operations, capital expansion programs and dividends
to shareholders.
RECENT DEVELOPMENT
On December 2, 1994, the company acquired The All American Gourmet Company
for a total purchase price of approximately $200 million. All American Gourmet
produces the Budget Gourmet frozen meals and side dishes and was formerly a part
of Kraft General Foods, Inc.
11
<PAGE>
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Nothing to report under this item.
ITEM 2. CHANGES IN SECURITIES
Nothing to report under this item.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Nothing to report under this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of H.J. Heinz Company was held in
Pittsburgh, Pennsylvania on September 13, 1994. The following individuals were
elected as directors for a one-year term expiring in September 1995:
<TABLE>
<CAPTION>
Shares
Director Shares for Withheld
- -------- ---------- --------
<S> <C> <C>
A. J. F. O'Reilly 207,578,366 3,241,717
W. P. Snyder III 207,686,657 3,133,426
J. J. Bogdanovich 207,546,035 3,274,048
H. J. Schmidt 207,646,732 3,173,351
A. Lippert 207,794,020 3,026,063
E. B. Sheldon 207,691,534 3,128,549
R. M. Cyert 207,754,365 2,883,718
S. C. Johnson 207,825,331 2,994,752
D. W. Sculley 207,749,710 3,070,373
D. R. Keough 207,929,148 2,890,935
S. D. Wiley 207,898,576 2,921,507
L. J. McCabe 207,928,318 2,891,765
D. R. Williams 207,938,224 2,881,859
L. Ribolla 207,876,836 2,943,247
N. F. Brady 207,826,208 2,993,875
W. R. Johnson 207,969,430 2,850,647
W. C. Springer 207,905,708 2,914,375
E. E. Holiday 207,775,526 3,044,557
</TABLE>
Broker non-votes with respect to the election of directors totaled 3,073.
Shareholders also acted upon the following proposals at the Annual Meeting:
Elected Coopers & Lybrand the company's independent accountants for the
fiscal year ending May 3, 1995. Votes totaled 207,985,787 for; 1,704,510
against; and 1,128,973 abstentions. Broker non-votes totaled 3,073.
Approved the company's 1994 Stock Option Plan. Votes totaled 182,226,315
for; 25,944,002 against; and 2,648,019 abstentions. Broker non-votes totaled
3,073.
Approved the company's new Incentive Compensation Plan. Votes totaled
191,581,300 for; 15,781,549 against; and 3,454,119 abstentions. Broker non-votes
totaled 3,073.
Defeated a shareholder proposal related to stock options. Votes totaled
29,103,548 for; 152,187,572 against; and 5,420,199 abstentions. Broker non-votes
totaled 3,503.
12
<PAGE>
ITEM 5. OTHER INFORMATION
On September 13, 1994, the Registrant's Board of Directors authorized the
repurchase of up to an additional 10 million shares of the Registrant's common
stock, which may take place over an extended period of time. The previous 10
million share repurchase program was completed during the second quarter of the
1995 fiscal year.
On September 30, 1994, the Registrant completed the previously reported
acquisition of the Family Products Division of Glaxo India Limited.
On December 2, 1994, the Registrant completed the acquisition of The All
American Gourmet Company, formerly a part of Kraft General Foods, Inc.
On December 8, 1994, the Registrant entered into an agreement to issue
approximately $300 million of 8.0% three-year bonds in the international capital
markets.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required to be furnished by Item 601 of Regulation S-K are
listed below and are filed as part hereof. The Registrant has omitted
certain exhibits in accordance with Item 601(b)(4)(iii)(A) of Regulation
S-K. The Registrant agrees to furnish such documents to the Commission upon
request. Documents not designated as being incorporated herein by reference
are filed herewith. The paragraph numbers correspond to the exhibit numbers
designated in Item 601 of Regulation S-K.
11. Computation of net income per share.
27. Financial Data Schedule.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended October 26,
1994.
13
<PAGE>
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
(Registrant)
/s/ DAVID R. WILLIAMS
Date: December 12, 1994 By........................................
David R. Williams
Senior Vice President-Finance and
Chief Financial Officer
(Principal Financial Officer)
/s/ TRACY E. QUINN
Date: December 12, 1994 By........................................
Tracy E. Quinn
Corporate Controller
(Principal Accounting Officer)
14
<PAGE>
EXHIBIT 11
H. J. Heinz Company and Subsidiaries
COMPUTATION OF NET INCOME PER SHARE
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
------------------------
October 26, October 27,
1994 1993
---- ----
FY 1995 FY 1994
<S> <C> <C>
Primary income per share:
Net income........................................................................ $ 294,308 $ 345,304
Preferred dividends............................................................... 33 36
----------- -----------
Net income applicable to common stock............................................. $ 294,275 $ 345,268
=========== ===========
Average common shares outstanding and common stock equivalents.................... 249,960 257,946
=========== ===========
Net income per share--primary..................................................... $ 1.18 $ 1.34
=========== ===========
Fully diluted income per share:
Net income........................................................................ $ 294,308 $ 345,304
=========== ===========
Average common shares outstanding and common stock equivalents.................... 249,960 257,946
Additional common shares assuming:
Conversion of $1.70 third cumulative preferred stock............................ 351 380
Additional common shares assuming options were exercised
at the period-end market price............................................... 536 105
----------- -----------
Average common shares outstanding and common stock equivalents.................... 250,847 258,431
=========== ===========
Net income per share--fully diluted............................................. $ 1.17 $ 1.34
=========== ===========
</TABLE>
All amounts in thousands except per share amounts.
------------------
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE PERIOD ENDED OCTOBER 26, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-03-1995
<PERIOD-START> APR-28-1994
<PERIOD-END> OCT-26-1994
<EXCHANGE-RATE> 1
<CASH> 106,200
<SECURITIES> 62,065
<RECEIVABLES> 914,325
<ALLOWANCES> 0
<INVENTORY> 1,349,169
<CURRENT-ASSETS> 2,654,602
<PP&E> 3,715,799
<DEPRECIATION> 1,404,077
<TOTAL-ASSETS> 7,092,676
<CURRENT-LIABILITIES> 1,988,740
<BONDS> 2,062,117
<COMMON> 71,850
0
380
<OTHER-SE> 2,290,338
<TOTAL-LIABILITY-AND-EQUITY> 7,092,676
<SALES> 3,711,479
<TOTAL-REVENUES> 3,711,479
<CGS> 2,371,075
<TOTAL-COSTS> 2,371,075
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 86,261
<INCOME-PRETAX> 470,893
<INCOME-TAX> 176,585
<INCOME-CONTINUING> 294,308
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 294,308
<EPS-PRIMARY> 1.18
<EPS-DILUTED> 1.17
</TABLE>
