<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 1995
REGISTRATION NO. 33-61521
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
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 NUMBER)
600 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15219
(412) 456-5700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
LAWRENCE J. MCCABE, ESQ.
SENIOR VICE PRESIDENT--GENERAL COUNSEL
H.J. HEINZ COMPANY
600 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15219
(412) 456-5700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
COPY TO:
JAMES L. PURCELL, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
(212) 373-3000
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered solely in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE(2)
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<S> <C> <C> <C> <C>
Common Stock, $.25 par
value................... 175,000 $43.00 $7,525,000.00 $2,595.00
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average high ($43.375) and low
($42.625) sales prices of the Registrant's Common Stock on the New York
Stock Exchange on July 31, 1995.
(2) Previously paid.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED AUGUST 18, 1995
PROSPECTUS
175,000 SHARES
H.J. HEINZ COMPANY
COMMON STOCK
-----------
All of the shares of common stock, par value $.25 per share ("Common Stock"),
of H.J. Heinz Company (the "Company") offered hereby (the "Offering") may be
sold from time to time by AT&T Investment Management Corp. (the "Selling
Shareholder") in transactions on the New York Stock Exchange, the Pacific Stock
Exchange or otherwise at prices and on terms prevailing at the time of sale, at
prices related to the then-current market price or in negotiated transactions
or otherwise. See "Plan of Distribution." The aggregate proceeds to the Selling
Shareholder from the sale of the Common Stock offered hereby will be the
purchase price thereof, less the aggregate brokerage commissions, agent's
discount or underwriter's discount, if any, and the expenses of distribution
not borne by the Company. The Company will not receive any of the proceeds from
the sale of the Common Stock offered hereby. All expenses incurred in
connection with this Offering, estimated at $24,595, will be borne by the
Company, other than any commissions or discounts paid or allowed by the Selling
Shareholder to underwriters, dealers, brokers or agents.
All of the shares of Common Stock offered hereby have been "restricted
securities" under the Securities Act of 1933, as amended (the "Securities
Act"), prior to their registration under the registration statement of which
this Prospectus is a part. An affiliate of the Company sold a total of 175,000
shares of Common Stock to the Selling Shareholder in a private transaction in
May 1995, all of which are being registered. See "Selling Shareholder."
The Common Stock is traded on the New York Stock Exchange and the Pacific
Stock Exchange under the symbol "HNZ." On August 15, 1995, the last reported
sales price of the Common Stock on the New York Stock Exchange was $42 5/8 per
share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-----------
THE DATE OF THIS PROSPECTUS IS , 1995
<PAGE>
AVAILABLE INFORMATION
H.J. Heinz Company (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy materials and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy materials and other information concerning the Company and
the Registration Statement (as defined below) can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 or at its Regional Offices located at
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661 and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies can be obtained by mail
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. In addition, reports, proxy
statements and other information concerning the Company can also be inspected
at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005 and the Pacific Stock Exchange, Inc., 301 Pine Street,
San Francisco, California 94104 or 233 South Beaudry Avenue, Los Angeles,
California 90012, on which exchanges the Company's Common Stock, par value
$.25 per share (the "Common Stock"), is listed.
The Company has filed with the Commission a registration statement on Form
S-3 (the "Registration Statement") (which term encompasses any amendments
thereto) under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the shares of Common Stock offered hereby. This Prospectus
does not contain all the information set forth in the Registration Statement,
certain parts of which have been omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby
made to the Registration Statement including the exhibits filed as a part
thereof or otherwise incorporated therein. Statements made in this Prospectus
as to the contents of any documents referred to are not necessarily complete,
and in each instance reference is made to such exhibit for a more complete
description and each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended May 3,
1995 filed with the Commission (File No. 1-3385) pursuant to the Exchange Act,
the Company's Current Report on Form 8-K dated March 29, 1995, as amended by
the Company's Form 8-K/A dated May 30, 1995, the Company's Current Report on
Form 8-K dated July 7, 1995, and the description of the Company's Common Stock
contained in its Registration Statement on Form 10 filed in 1945 with the
Commission pursuant to Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating such description, are
incorporated herein by reference.
All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering of the shares
of Common Stock made hereby shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of the filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference, or contained in this Prospectus, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus has been delivered, upon written or oral request of such person, a
copy (without exhibits other than exhibits specifically incorporated by
reference) of any or all documents incorporated by reference into this
Prospectus. Requests for such copies should be directed to the Corporate
Affairs Department, H.J. Heinz Company, P.O. Box 57, Pittsburgh, Pennsylvania
15230-0057; telephone number (412) 456-6000.
2
<PAGE>
THE COMPANY
H.J. Heinz Company was incorporated in Pennsylvania on July 27, 1900. In
1905, it succeeded to the business of a partnership operating under the same
name which had developed from a food business founded in 1869 at Sharpsburg,
Pennsylvania by Henry J. Heinz. H.J. Heinz Company and its consolidated
subsidiaries (collectively, the "Company") manufacture and market an extensive
line of processed food products throughout the world. The Company's products
include ketchup, tuna and other seafood products, baby food, frozen potato
products, pet food, lower-calorie products (frozen entrees, frozen desserts,
frozen breakfasts, dairy and other products), soup (canned and frozen),
sauces/pastes, condiments and pickles, beans, coated products, pasta, bakery
products, chicken, frozen pizza and pizza components, full calorie frozen
dinners and entrees, vegetables (frozen and canned), ice cream and ice cream
novelties, edible oils, vinegar, margarine/shortening, juices and other
processed food products. The Company operates principally in one segment of
business--processed food products--which represents more than 90% of
consolidated sales. The Company also operates and franchises weight control
classes and operates other related programs and activities.
The Company's executive offices are located at 600 Grant Street, Pittsburgh,
Pennsylvania 15219. Its telephone number is (412) 456-5700.
3
<PAGE>
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the Common
Stock offered hereby, and none of such proceeds will be available for use by
the Company or otherwise for the Company's benefit.
SELLING SHAREHOLDER
The 175,000 shares of Common Stock offered hereby are being registered
pursuant to a Registration Rights Agreement, dated as of May 2, 1995, entered
into by the Company and AT&T Investment Management Corp. (the "Selling
Shareholder") in connection with the sale by the Company to the Selling
Shareholder of 175,000 shares of Common Stock under a Stock Purchase
Agreement, dated as of May 2, 1995, between the Company and the Selling
Shareholder. The 175,000 shares of Heinz Common Stock owned of record by the
Selling Shareholder were purchased and are held by it for the account and
benefit of the AT&T Master Pension Trust. The Selling Shareholder has advised
the Company that (i) investment advisers/managers also hold shares of Heinz
Common Stock for the account and benefit of the AT&T Master Pension Trust, and
(ii) the aggregate number of all such shares of Common Stock so held at June
30, 1995 (the latest date for which there is available information) was
924,518 (including the 175,000 shares held by the Selling Shareholder). All
such shares together constitute less than one-half of one percent (0.5%) of
the outstanding Common Stock of the Company.
PLAN OF DISTRIBUTION
The Selling Shareholder has advised the Company that it may from time to
time offer and sell the shares of Common Stock offered hereby on the New York
Stock Exchange (the "NYSE"), the Pacific Stock Exchange (the "PSE"), in
privately negotiated transactions or otherwise at prices prevailing in such
market or as may be negotiated at the time of sale. Such shares may also be
publicly offered through agents, underwriters or dealers, in which event the
Selling Shareholder may enter into agreements with respect to such offering.
In effecting sales, brokers and dealers engaged by the Selling Shareholder may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive usual and customary commissions or discounts from the Selling
Shareholder in amounts to be negotiated (and, if any such broker-dealer acts
as agent for the purchaser of such shares, from such purchaser). Brokers or
dealers may agree with the Selling Shareholder to sell a specified number of
shares at a stipulated price per share and, to the extent such a broker or
dealer is unable to do so acting as agent for the Selling Shareholder, to
purchase as principal any unsold shares at the price required to fulfill the
broker-dealer commitment to the Selling Shareholder. Brokers or dealers who
acquire shares as principal may thereafter resell such shares from time to
time in transactions (which may involve crosses and block transactions and
which may involve sales to and through other brokers or dealers, including
transactions of the nature described above) on the NYSE, the PSE, in
negotiated transactions or otherwise, at market prices prevailing at the time
of sale or at negotiated prices or otherwise, and in connection with such
resales may pay or receive from the purchasers of such shares commissions as
described above.
All expenses incurred in connection with the registration of the shares
offered hereby, estimated at $24,595, will be borne by the Company, except
that any brokerage commissions or discounts paid or allowed by the Selling
Shareholder to brokers, agents, underwriters or dealers shall be payable by
the Selling Shareholder. In connection with any sales, the Selling Shareholder
and any broker participating in such sales may be deemed to be "Underwriters"
within the meaning of the Securities Act, and any commissions received by them
and any profit on the resale of shares sold by them may be deemed to be
underwriting discounts or commissions.
CONCURRENT OFFERINGS
Concurrently with the Offering being made by this Prospectus, public
offerings of an aggregate of 12,750,000 shares of the Company's Common Stock
are being made in the United States and Canada and outside
4
<PAGE>
the United States and Canada on behalf of the Howard Heinz Endowment, Vira I.
Heinz Endowment, H. John Heinz III Revocable Trust No. 1, Heinz Family
Foundation, H. John Heinz III Descendants' Trust (No. 1), H.J. Heinz II Family
Trust and H.J. Heinz II Charitable and Family Trust, through an underwriting
syndicate co-managed by Dillon, Read & Co. Inc., Lazard Freres & Co. LLC and
Merrill Lynch, Pierce, Fenner & Smith Incorporated in the United States and
Canada and certain of their affiliates abroad. Incident to such offerings, the
U.S. Underwriters have been granted an option to purchase up to an additional
1,912,500 shares of Common Stock from such selling shareholders to cover over-
allotments, if any.
LEGAL MATTERS
The validity of the Common Stock will be passed upon by Lawrence J. McCabe,
Senior Vice President-General Counsel of the Company. Mr. McCabe beneficially
owns shares of the Company's Common Stock and holds options to purchase
additional shares of Common Stock. Paul, Weiss, Rifkind, Wharton & Garrison,
New York, New York, has acted as special counsel to the Company in connection
with this Offering.
EXPERTS
The consolidated financial statements of the Company as of May 3, 1995 and
April 27, 1994 and for each of the three years in the period ended May 3, 1995
incorporated in this Prospectus by reference to the Annual Report on Form 10-K
for the fiscal year ended May 3, 1995 have been so incorporated in reliance on
the report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of said firm as experts in accounting and auditing. The combined
financial statements of The Quaker Oats Company's North American Pet Food
Business for the fiscal year ended June 30, 1994 included in the Company's
Form 8-K/A dated May 30, 1995, amending the Company's Current Report on Form
8-K dated March 29, 1995, have been incorporated by reference in this
Prospectus and have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
giving said reports.
5
<PAGE>
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESEN-
TATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THE PRO-
SPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLD-
ER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLIC-
ITATION IS UNLAWFUL.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Use of Proceeds............................................................ 4
Selling Shareholder........................................................ 4
Plan of Distribution....................................................... 4
Concurrent Offerings....................................................... 4
Legal Matters.............................................................. 5
Experts.................................................................... 5
</TABLE>
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175,000 SHARES
H.J. HEINZ COMPANY
COMMON STOCK
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PROSPECTUS
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, 1995
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the expenses of the issuance and distribution of the
securities being registered, all of which will be paid by the Registrant. All
amounts shown are estimates, except the SEC registration fee. The Selling
Shareholder will bear the cost of all selling commissions payable with respect
to the sale of the registered shares.
<TABLE>
<S> <C>
SEC registration fee................................................... $ 2,595
Accounting fees and expenses........................................... 10,000
Legal fees and expenses................................................ 10,000
Miscellaneous expenses................................................. 2,000
-------
Total................................................................ $24,595
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company provides in Article Sixth of its Articles of Incorporation and
Article VII of its By-Laws for the limitation of the liability of the
Company's directors to the maximum extent permitted under Pennsylvania law
from time to time in effect. These provisions were approved by the Company's
shareholders on September 9, 1987 and were adopted as a result of the passage
of the Directors' Liability Act (an amendment to the Pennsylvania Judicial
Code) which became effective on January 27, 1987 (the "Act"). The Act permits
Pennsylvania corporations to eliminate, subject to shareholder approval of a
provision in a corporation's by-laws, the personal liability (including
liability to the corporation or to its shareholders) of directors for monetary
damages for a breach of, or a failure to perform, their duties as directors,
except to the extent their acts or omissions constitute self-dealing, willful
misconduct or recklessness. The Act does not apply, however, to the
responsibility or liability of a director pursuant to any criminal statute or
to the liability of a director for the payment of taxes pursuant to local,
state or Federal law.
In addition, the Company provides in Article Sixth of its Articles of
Incorporation and Article VIII of its By-Laws for the indemnification of the
Company's directors, officers and others who may be later designated by the
Board of Directors of the Company to the maximum extent permitted under
Pennsylvania law from time to time in effect with respect to proceedings based
on acts or omissions on or after January 27, 1987. These provisions were also
adopted in response to the Act, which provides that directors, officers and
other persons designated by the directors may be indemnified against
liabilities and expenses incurred in the performance of their duties subject
to the limitation that no indemnification may be made in any case where the
act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted self-dealing, willful misconduct or
recklessness. Given that the aforementioned provisions relating to
indemnification incorporate the full extent of indemnification permitted under
Pennsylvania law as from time to time in effect, such provisions would
implement automatically any future changes in the law which expand the scope
of permissible indemnification of the Company's directors and officers.
However, any amendment or repeal of these provisions would not limit the
rights of directors or officers to be indemnified with respect to acts or
omissions which occurred prior to any such change.
In connection with the adoption of Article VIII of the By-Laws relating to
indemnification, the Company retained Article IX (formerly Article VII) of its
By-Laws which provides for the indemnification of its present and former
directors, officers, and managerial employees to the fullest extent permitted
by and in accordance with the standards and procedures provided under
Subchapter C of Chapter 17 of the Pennsylvania Business Corporation Law of
1988 (the "BCL") unless such persons have received the benefits of
indemnification under Article VIII of the Company's By-Laws. Subchapter C of
the BCL sets forth comprehensive indemnification provisions authorizing
corporations to indemnify present and former directors, officers, employees
and agents
II-1
<PAGE>
against liabilities incurred in connection with their service in such
capacities. Under these sections of the BCL, such persons could be indemnified
only if (i) the director or officer was successful on the merits of the suit
or proceeding in respect of which indemnification was sought or (ii)
indemnification was ordered by a court or (iii) a determination was made by
the board of directors by a majority vote of a quorum consisting of directors
who were not parties to the suit or proceeding, by independent legal counsel
or by the stockholders that the director or officer has acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal proceeding, had
no reasonable cause to believe his conduct was unlawful.
The Company is also authorized under Pennsylvania law, including the BCL,
its Articles of Incorporation (Article Sixth) and its By-Laws (Article VIII
and Article IX) to purchase insurance against such liabilities, whether or not
the Company would have the power to indemnify such person against such
liability by law or under the provisions of the Company's Articles of
Incorporation or By-Laws. The Company has obtained directors' and officers'
insurance against loss, within certain policy limits, arising from any claim
made against the Company's directors and officers by reason of any wrongful
act, as defined in such insurance policies, in their respective capacities as
directors or officers or as fiduciaries under certain of the Company's
employee benefit plans.
ITEM 16. EXHIBITS
The following Exhibits are either filed as part of this Registration
Statement or incorporated herein by reference:
<TABLE>
<C> <C> <S>
4(a) -- The Company's Articles of Amendment dated July 13, 1994, amending
and restating the Company's amended and restated Articles of
Incorporation in their entirety (Incorporated by reference to
Exhibit No. 3(i) to the Company's Annual Report on Form 10-K for
the fiscal year ended April 27, 1994)
4(b) -- By-Laws of the Company, as amended effective October 12, 1994
(Incorporated by reference to Exhibit No. 3(ii) to the Company's
Annual Report on Form 10-K for the fiscal year ended May 3, 1995)
4(c) -- Agreement for the Registration of Stock (the "Registration
Agreement") among the Company and Howard Heinz Endowment, Vira I.
Heinz Endowment, Heinz Family Foundation, H. John Heinz III
Revocable Trust No. 1 and H. John Heinz III Descendants' Trust
(No. 1) dated June 22, 1995 (Incorporated by reference to Exhibit
10 to the Company's Current Report on
Form 8-K dated July 7, 1995)
**4(d) -- Amendment, dated August 2, 1995, to the Registration Agreement
among the Company and Howard Heinz Endowment, Vira I. Heinz
Endowment, Heinz Family Foundation, H. John Heinz III Revocable
Trust No. 1, H. John Heinz III Descendants' Trust (No. 1), H. J.
Heinz Family Trust and H. J. Heinz II Charitable and Family Trust
*4(e) -- Registration Rights Agreement dated as of May 2, 1995 between the
Selling Shareholder and the Company
**5 -- Opinion of Lawrence J. McCabe, Senior Vice President-General
Counsel of the Company, as to the legality of the Common Stock
*23(a) -- Consent of Coopers & Lybrand L.L.P.
*23(b) -- Consent of Arthur Andersen LLP
**23(c) -- Consent of Lawrence J. McCabe (included in his opinion filed as
Exhibit 5)
*24 -- Power of Attorney
</TABLE>
--------
* Previously filed.
** Filed herewith.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(c) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i)To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii)To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE FILED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF PITTSBURGH, STATE OF
PENNSYLVANIA, ON AUGUST 17, 1995.
H.J. Heinz Company
(Registrant)
/s/ David R. Williams
By __________________________________
DAVID R. WILLIAMS
Senior Vice President-Finance and
Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS
IN THE CAPACITIES INDICATED ON AUGUST 17, 1995.
SIGNATURE CAPACITY
Chairman of the Board, President and
* Chief Executive Officer (Principal
------------------------------------- Executive Officer)
ANTHONY J. F. O'REILLY
Senior Vice President-Finance and
/s/ David R. Williams Chief Financial Officer (Principal
------------------------------------- Financial Officer)
DAVID R. WILLIAMS
Corporate Controller (Principal
* Accounting Officer)
-------------------------------------
TRACY E. QUINN
Anthony J.F. O'Reilly Director
Joseph J. Bogdanovich Director
Nicholas F. Brady Director
Richard M. Cyert Director
Thomas S. Foley Director
Edith E. Holiday Director
Samuel C. Johnson Director
William R. Johnson Director
Donald R. Keough Director
Albert Lippert Director
/s/ David R. Williams
Lawrence J. McCabe Director
*By _________________________
Luigi Ribolla Director
DAVID R. WILLIAMS
Herman J. Schmidt Director Director and Attorney-in-Fact
David W. Sculley Director
Eleanor B. Sheldon Director
William P. Snyder III Director
William C. Springer Director
S. Donald Wiley Director
David R. Williams Director
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL PAGE
EXHIBITS DESCRIPTION NUMBER
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<C> <C> <S> <C>
4(a) -- The Company's Articles of Amendment dated July
13, 1994, amending and restating the Company's
amended and restated Articles of Incorporation
in their entirety (Incorporated by reference to
Exhibit No. 3(i) to the Company's Annual Report
on Form 10-K for the fiscal year ended April
27, 1994)
4(b) -- By-Laws of the Company, as amended effective
October 12, 1994 (Incorporated by reference to
Exhibit No. 3(ii) to the Company's Annual
Report on Form 10-K for the fiscal year ended
May 3, 1995)
4(c) -- Agreement for the Registration of Stock (the
"Registration Agreement") among the Company and
Howard Heinz Endowment, Vira I. Heinz
Endowment, Heinz Family Foundation, H. John
Heinz III Revocable Trust No. 1 and H. John
Heinz III Descendants' Trust (No. 1) dated June
22, 1995 (Incorporated by reference to Exhibit
10 to the Company's Current Report on Form 8-K
dated July 7, 1995)
**4(d) -- Amendment, dated August 2, 1995, to the
Registration Agreement among the Company and
Howard Heinz Endowment, Vira I. Heinz
Endowment, Heinz Family Foundation, H. John
Heinz III Revocable Trust No. 1, H. John Heinz
III Descendants' Trust (No. 1), H.J. Heinz
Family Trust and H.J. Heinz II Charitable and
Family Trust
*4(e) -- Registration Rights Agreement dated as of May
2, 1995 between the Selling Shareholder and the
Company
**5 -- Opinion of Lawrence J. McCabe, Senior Vice
President--General Counsel of the Company, as
to the legality of the Common Stock
*23(a) -- Consent of Coopers & Lybrand L.L.P.
*23(b) -- Consent of Arthur Andersen LLP
**23(c) -- Consent of Lawrence J. McCabe (included in his
opinion filed as Exhibit 5)
*24 -- Power of Attorney
</TABLE>
--------
* Previously filed.
** Filed herewith.
II-5
<PAGE>
EXHIBIT 4(d)
August 2, 1995
H.J. Heinz Company
600 Grant Street
Pittsburgh, PA 15219
Dear Sirs:
This letter amendment ("Amendment") amends the Agreement for Registration
of Common Stock (the "Agreement"), dated June 22, 1995, among H.J. Heinz
Company, a Pennsylvania corporation (the "Company"), and Howard Heinz
Endowment, Vira I. Heinz Endowment, Heinz Family Foundation, H.J. Heinz
III Revocable Trust No. 1 and H. John Heinz III Descendants' Trust (No.
1) as follows:
1. The definitions of "Selling Shareholders" and "Selling Shareholder"
set forth in the preamble to the Agreement are hereby amended by adding
thereto the following additional parties who are signatories to this Amendment,
namely: H.J. Heinz II Family Trust and H.J. Heinz II Charitable and Family
Trust (together, the "Additional Selling Shareholders"; and each an
"Additional Selling Shareholder").
2. The Additional Selling Shareholders, together, and each Additional
Selling Shareholder, individually, shall be entitled to the benefit of, and
hereby undertake and agree to be bound by, each and every provision of the
Agreement that inures to the benefit of, or is binding upon, as the case may be,
the Selling Shareholders and each Selling Shareholder under the Agreement, to
the same extent as if each Additional Selling Shareholder had been a party to
the Agreement as of June 22, 1995, the date of its execution.
3. The Company and each of the Selling Shareholders (as defined in this
Amendment) hereby agree that the second sentence of Section 3(a) of the
Agreement is hereby amended to read as follows: "The Offering shall be
made only through an underwriting syndicate co-managed by Dillon, Read &
Co. Inc., Lazard Freres & Co. LLC and Merrill Lynch & Co., of which Dillon,
Read & Co. Inc. and Lazard Freres & Co. LLC shall be and be deemed to be,
co-lead underwriters with such specific and shared authority and responsibility
(including joint control of the order books) as shall be agreed upon between
such co-lead underwriters, consistent with the best interests of the Company
and the Selling Shareholders, respectively; and it is further agreed (and
it shall be a condition to the obligation of the parties to complete the
Offering) that both co-lead
<PAGE>
2
underwriters and also Merrill Lynch & Co., as a co-manager, must be signatories
to the Underwriting Agreement to be entered into with the underwriters."
If the foregoing correctly states the mutual understanding with respect
to amendment of the Agreement, please countersign and return a copy of this
Amendment to the undersigned.
Very truly yours,
HOWARD HEINZ ENDOWMENT
By: /s/ Teresa Heinz
-------------------------------------
Name: Teresa Heinz
Title: Chairman and Chief Executive
Officer
VIRA I. HEINZ ENDOWMENT
By: /s/ William H. Rae
-------------------------------------
Name: William H. Rae
Title: Director
HEINZ FAMILY FOUNDATION
By: /s/ Teresa Heinz
-------------------------------------
Name: Teresa Heinz
Title: Chairman and Chief Executive
Officer
H. JOHN HEINZ III REVOCABLE
TRUST NO. 1
By: /s/ Teresa Heinz
-------------------------------------
Name: Teresa Heinz
Title: Trustee
<PAGE>
3
H. JOHN HEINZ III DESCENDANTS'
TRUST (NO. 1)
By: /s/ Teresa Heinz
------------------------------------
Name: Teresa Heinz
Title: Trustee
H.J. HEINZ II FAMILY TRUST
By: /s/ Teresa Heinz
------------------------------------
Name: Teresa Heinz
Title: Trustee
H.J. HEINZ II CHARITABLE AND FAMILY
TRUST
By: /s/ Teresa Heinz
------------------------------------
Name: Teresa Heinz
Title: Trustee
Confirmed and Agreed:
H.J. HEINZ COMPANY
By: /s/ David R. Williams
----------------------------------
Name: David R. Williams
Title: Senior Vice President - Finance
and Chief Financial Officer
<PAGE>
Exhibit 5
August 17, 1995
H.J. Heinz Company
600 Grant Street
Pittsburgh, Pennsylvania 15219
Registration Statement on Form S-3
of H.J. Heinz Company (File No. 33-61521)
Ladies and Gentlemen:
I am Senior Vice President - General Counsel of H. J. Heinz Company,
a Pennsylvania corporation (the "Company"). This opinion is being furnished
to you in connection with the above-captioned Registration Statement on
Form S-3 (the "Registration Statement") filed on August 2, 1995 with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder (the
"Rules"), as to the legality of the 175,000 shares (the "Shares") of
common stock, par value $.25 per share, of the Company to be registered
thereunder.
In connection with this opinion, I have examined the Registration
Statement, the Company's Amended and Restated Articles of Incorporation,
its By-laws, as amended, and records of certain of the Company's corporate
proceedings. In addition, I have made such other examinations of law and
fact as I considered necessary to form a basis for the opinion hereinafter
expressed.
Based on the foregoing, I am of the opinion that the Shares have been
duly authorized and are validly issued, fully paid and nonassessable.
<PAGE>
2
I am qualified to practice law in the Commonwealth of Pennsylvania,
and I do not purport to be an expert in the laws of any jurisdiction other
than the Commonwealth of Pennsylvania and the United States of America.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to my name under the caption ``Legal Matters''
in the prospectus included in the Registration Statement. In giving this
consent, I do not hereby agree that I come within the category of persons
whose consent is required by the Act or the Rules.
Very truly yours,
/s/ Lawrence J. McCabe
Lawrence J. McCabe
Senior Vice President-
General Counsel
