<PAGE>
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)
Paul J. Bschorr, Esq.
Dewey Ballantine
1301 Avenue of the Americas
New York, NY 10019
(Phone: 212-259-8000)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 27, 1995
(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 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
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 21 Pages
<PAGE>
CUSIP No. 423074-10-3 13D Page 2 of 21 Pages
1: NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Howard Heinz Endowment
2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x]
(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
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7: SOLE VOTING POWER
15,063,231
8: SHARED VOTING POWER
-0-
9: SOLE DISPOSITIVE POWER
15,063,231
10: SHARED DISPOSITIVE POWER
-0-
11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,063,231
12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/*/[ ]
13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14: TYPE OF REPORTING PERSON/*/
CO
/*/ SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 423074-10-3 13D Page 3 of 21 Pages
1: NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vira I. Heinz Endowment
2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP/*/ (a)[x]
(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
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7: SOLE VOTING POWER
7,567,460
8: SHARED VOTING POWER
-0-
9: SOLE DISPOSITIVE POWER
7,567,460
10: SHARED DISPOSITIVE POWER
-0-
11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,567,460
12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/*/[ ]
13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
14: TYPE OF REPORTING PERSON/*/
CO
/*/ SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 423074-10-3 13D Page 4 of 21 Pages
1: NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heinz Family Foundation
2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP/*/ (a)[x]
(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
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7: SOLE VOTING POWER
735,922
8: SHARED VOTING POWER
-0-
9: SOLE DISPOSITIVE POWER
735,922
10: SHARED DISPOSITIVE POWER
-0-
11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
735,922
12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/*/[ ]
13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3%
14: TYPE OF REPORTING PERSON/*/
CO
/*/ SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 423074-10-3 13D Page 5 of 21 Pages
1: NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. John Heinz III Revocable Trust No. 1
2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP/*/ (a)[x]
(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
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7: SOLE VOTING POWER
3,158,639
8: SHARED VOTING POWER
-0-
9: SOLE DISPOSITIVE POWER
3,158,639
10: SHARED DISPOSITIVE POWER
-0-
11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,158,639
12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/*/[ ]
13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14: TYPE OF REPORTING PERSON/*/
OO
/*/ SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 423074-10-3 13D Page 6 of 21 Pages
1: NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. John Heinz III Descendants' Trust (No. 1)
2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP/*/ (a)[x]
(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
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7: SOLE VOTING POWER
625,000
8: SHARED VOTING POWER
-0-
9: SOLE DISPOSITIVE POWER
625,000
10: SHARED DISPOSITIVE POWER
-0-
11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
625,000
12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/*/[ ]
13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3%
14: TYPE OF REPORTING PERSON/*/
OO
/*/ SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 423074-10-3 13D Page 7 of 21 Pages
1: NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H.J. Heinz II Charitable and Family Trust
2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP/*/ (a)[x]
(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
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7: SOLE VOTING POWER
2,697,000
8: SHARED VOTING POWER
-0-
9: SOLE DISPOSITIVE POWER
2,697,000
10: SHARED DISPOSITIVE POWER
-0-
11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,697,000
12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/*/[ ]
13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14: TYPE OF REPORTING PERSON/*/
OO
/*/ SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 423074-10-3 13D Page 8 of 21 Pages
1: NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H.J. Heinz II Family Trust
2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP/*/ (a)[x]
(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
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7: SOLE VOTING POWER
2,229,724
8: SHARED VOTING POWER
-0-
9: SOLE DISPOSITIVE POWER
2,229,724
10: SHARED DISPOSITIVE POWER
-0-
11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,229,724
12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/*/
13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.9%
14: TYPE OF REPORTING PERSON/*/
OO
/*/ SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The joint Schedule 13D dated June 22, 1995 of the Howard Heinz
Endowment, the Vira I. Heinz Endowment, the Heinz Family Foundation, the H. John
Heinz III Revocable Trust No. 1 and the H. John Heinz III Descendants' Trust
(No. 1) is hereby amended as follows:
Item 2. Identity and Background
The first paragraph of Item 2 is hereby amended and restated as
follows:
"This statement is being filed by a group comprised of the Howard
Heinz Endowment, the Vira I. Heinz Endowment, the Heinz Family Foundation (the
"Foundation"), the H. John Heinz III Revocable Trust No. 1 (the "Revocable
Trust") the H. John Heinz III Descendants' Trust (No. 1) (the "Descendants'
Trust"), the H.J. Heinz II Charitable and Family Trust, (the "Charitable and
Family Trust") and the H.J. Heinz II Family Trust (the "Family Trust", and
together with the Howard Heinz Endowment, the Vira I. Heinz Endowment, the
Foundation, the Descendants' Trust, the Revocable Trust and the Charitable and
Family Trust, the "Group")."
Additionally, Item 2 is hereby amended by adding the following new
paragraphs at the end thereof:
"Charitable and Family Trust
---------------------------
(a) A person included within the group filing this Statement is the
Charitable and Family Trust.
(b) The business address of the Charitable and Family Trust is Three Mellon
Bank Center, Room 4000, Pittsburgh, PA 15259-0001. Attention: W.B. Ouzts.
The name and business address of each of the trustees of the Charitable and
Family Trust is set forth on Exhibit H and is incorporated by reference herein.
(c) The Charitable and Family Trust is a trust established for the purpose
of serving as a private trust to hold and invest funds for the benefit of
certain related individuals and charities. The present principal occupation of
each trustee of the Charitable and Family Trust is set forth on Exhibit H and is
incorporated by reference herein.
(d) Neither the Charitable and Family Trust nor any of its trustees has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Neither the Charitable and Family Trust nor any of its trustees has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which proceeding it
or he was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibition or mandating activities subject to federal or
state securities laws or finding any violation with respect to such laws.
(f) The Charitable and Family Trust is a trust organized under the laws of
the State of Pennsylvania. The citizenship of each trustee of the Charitable
and Family Trust is set forth on Exhibit H and is incorporated by reference
herein.
The Family Trust
- ----------------
(a) A person included within in the group filing this Statement is the
Family Trust.
(b) The business address of the Family Trust is Three Mellon Bank Center,
Room 4000, Pittsburgh, PA 15259-0001. Attention: W.B. Ouzts. The name and
business address of each of the trustees of the Family Trust is set forth on
Exhibit I and is incorporated by reference herein.
Page 9 of 21 Pages
<PAGE>
(c) The Family Trust is a trust established for the purpose of serving as a
private trust to hold and invest funds for the benefit of certain related
individuals. The present principal occupation of each trustee of the Family
Trust is set forth on Exhibit I and is incorporated by reference herein.
(d) Neither the Family Trust nor any of its trustees has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither the Family Trust nor any of its trustees has, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which proceeding it or he was or
is subject to a judgment, decree or final order enjoining future violations of,
or prohibition or mandating activities subject to federal or state securities
laws or finding any violation with respect to such laws.
(f) The Family Trust is a trust organized under the laws of the State of
Pennsylvania. The citizenship of each trustee of the Family Trust is set forth
on Exhibit I and is incorporated by reference herein."
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated as follows:
"The Howard Heinz Endowment beneficially owns 15,063,231 shares of
Common Stock which is 6.2% of the 243,494,218 shares of Common Stock which are
believed to be the total number of shares outstanding on the date hereof. The
beneficial ownership interest of each of the directors and executive officers of
the Howard Heinz Endowment is described on Exhibit A and is incorporated by
reference herein.
The Vira I. Heinz Endowment beneficially owns 7,567,460 shares of
Common Stock which is 3.1% of the 243,494,218 outstanding shares. The
beneficial ownership interest of each of the directors and executive officers of
the Vira I. Heinz Endowment is described on Exhibit B and is incorporated by
reference herein.
The Foundation beneficially owns 735,922 shares of Common Stock which
is 0.3% of the 243,494,218 outstanding shares. The beneficial ownership
interest of each of the directors and executive officers of the Foundation is
described on Exhibit C and is incorporated by reference herein.
The Revocable Trust beneficially owns 3,158,639 shares of Common Stock
which is 1.3% of the 243,494,218 outstanding shares. The beneficial ownership
interest of each of the trustees of the Revocable Trust is described on Exhibit
D and is incorporated by reference herein.
The Descendants' Trust beneficially owns 625,000 shares of Common
Stock which is 0.3% of the 243,494,218 outstanding shares. The beneficial
ownership interest of each of the trustees of the Descendants' Trust is
described on Exhibit E and is incorporated by reference herein.
The Charitable and Family Trust beneficially owns 2,697,000 shares of
Common Stock which is 1.1% of the 243,494,218 outstanding shares. The
beneficial ownership interest of each of the trustees of the Charitable and
Family Trust is described on Exhibit H and is incorporated by reference herein.
The Family Trust beneficially owns 2,229,724 shares of Common Stock
which is 0.9% of the 243,494,218 outstanding shares. The beneficial
ownership interest of each of the trustees of the Family Trust is described on
Exhibit I and is incorporated by reference herein.
------------------------------------------------
Page 10 of 21 Pages
<PAGE>
The Group owns 32,076,976 shares of Common Stock which is 13.2% of
the 243,494,218 shares outstanding as set forth in the Issuer's most recently
available filing with the Securities and Exchange Commission."
Item 5(b) in hereby amended and restated as follows:
"The voting and dispositive power of each member of the Group is as
set forth below, and the voting and dispositive power of each director,
executive officer, and trustee of the members of the Group is described on
Exhibits A-E and H-I and is incorporated by reference herein:
<TABLE>
<CAPTION>
Shared Sole Shared
Sole Vote Vote Disposition Disposition
---------- --------- ------------- -------------
<S> <C> <C> <C> <C>
Howard Heinz 15,063,231 -0- 15,063,231 -0-
Endowment
Vira I. Heinz 7,567,460 -0- 7,567,460 -0-
Endowment
Foundation 735,922 -0- 735,922 -0-
Revocable Trust 3,158,639 -0- 3,158,639 -0-
Descendants' Trust 625,000 -0- 625,000 -0-
Charitable and 2,697,000 -0- 2,697,000 -0-
Family Trust
Family Trust 2,229,724 -0- 2,229,724 -0-"
</TABLE>
Item 2(c) is hereby amended and restated as follows:
"No member of the Group has effected any transaction in shares of
Common Stock during the sixty day period preceding the date of this Statement.
Information on transactions by each of the directors, executive officers, and
trustees of each member of the Group is described on Exhibit A-E and H-I and is
incorporated by reference herein."
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding the following new paragraphs at the
end thereof:
"Exhibit H, which appears on page 20 of this Schedule 13D, contains
the name, citizenship, office, residence or business address, present principal
occupation, beneficial ownership in the securities of the Issuer and voting and
dispositive power of each trustee of the Charitable and Family Trust.
Exhibit I, which appears on page 21 of this Schedule 13D, contains the
name, citizenship, office, residence or business address, present principal
occupation, beneficial ownership in the securities of the Issuer and voting and
dispositive power of each trustee of the Family Trust."
Page 11 of 21 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned hereby certifies that the information set forth in this
Statement is true, complete and correct.
Dated July 27, 1995
HOWARD HEINZ ENDOWMENT
By: /s/ Teresa Heinz
--------------------------------------------
Name: Teresa Heinz
Title: Chairperson and Chief
Executive Officer
VIRA I. HEINZ ENDOWMENT
By: /s/ James M. Walton
--------------------------------------------
Name: James M. Walton
Title: Chairman
HEINZ FAMILY FOUNDATION
By: /s/ Teresa Heinz
--------------------------------------------
Name: Teresa Heinz
Title: Chairperson and Chief Executive
Officer
H. JOHN HEINZ III REVOCABLE TRUST NO. 1
By: /s/ W.B. Ouzts
--------------------------------------------
Name: W.B. Ouzts
Title: First Vice President of Mellon Bank,
N.A. Co-Trustee
Page 12 of 21 Pages
<PAGE>
H. JOHN HEINZ III DESCENDANTS' TRUST
(NO. 1)
By: /s/ W.B. Ouzts
--------------------------------------------
Name: W.B. Ouzts
Title: First Vice President of Mellon Bank,
N.A. Co-Trustee
H.J. HEINZ II CHARITABLE AND FAMILY
TRUST
By: /s/ W.B. Ouzts
--------------------------------------------
Name: W.B. Ouzts
Title: First Vice President of Mellon Bank,
N.A. Co-Trustee
H.J. HEINZ II FAMILY TRUST
By: /s/ W.B. Ouzts
--------------------------------------------
Name: W.B. Ouzts
Title: First Vice President of Mellon Bank,
N.A. Co-Trustee
Page 13 of 21 Pages
<PAGE>
The third paragraph of Exhibit A is hereby amended and restated as
follows:
"(1) Mrs. Teresa Heinz has shared voting and dispositive power with
respect to 7,567,460 shares of Common Stock as a director of the Vira I. Heinz
Endowment (3.1% of the outstanding Common Stock); has shared voting and
dispositive power with respect to 365,137 shares of Common Stock as co-executor
of the Estate of Henry John Heinz III (the "Estate") (0.2% of the outstanding
Common Stock); has sole voting and dispositive power with respect to 735,922
shares of Common Stock that are held by the Foundation (0.3% of the outstanding
Common Stock); has shared voting and dispositive power with respect to 3,158,639
shares of Common Stock that are held by the Revocable Trust (1.3% of the
outstanding Common Stock); has shared voting and dispositive power with respect
to 625,000 shares of Common Stock that are held by the Descendants' Trust (0.3%
of the outstanding Common Stock); has shared voting and dispositive power with
respect to 2,697,000 shares of Common Stock that are held by the Charitable and
Family Trust (1.1% of the outstanding Common Stock); has shared voting and
dispositive power with respect to 2,229,724 shares of Common Stock that are held
by the Family Trust (0.9% of the outstanding Common Stock); and has shared
voting and dispositive power with respect to 748,477 shares of Common Stock that
are held by seven trusts (0.3% of the outstanding Common Stock)."
The eighth paragraph of Exhibit A is hereby amended and restated as
follows:
"The co-fiduciaries referred to in paragraphs (1), (4) and (5) that are
executive officers, directors or trustees of the members of the Group are Julie
H. Finley, Rose Gibson, A. Lawrence Groo, Andre T. Heinz, Jeffrey R. Lewis,
Wendy Mackenzie, Joan D. McCauley, John T. Ryan, Dolores Senanis, Linda K.
Smith, James M. Walton, S. Donald Wiley, and Mellon Bank, N.A. Information with
respect to these co-fiduciaries not otherwise herein is set forth below:
Julie H. Finley (community volunteer)
3221 Woodland Drive
Washington, DC 20008
Citizenship: United States
Ms. Rose Gibson (assistant secretary)
Heinz Family Foundation
110 Doray Drive
Pittsburgh, PA 15237
Citizenship: United States
A. Lawrence Groo (investments)
Lawrence Groo & Co. Inc.
540 Madison Avenue
New York, NY 10022
Citizenship: United States
Andre T. Heinz (design consultant)
3322 O Street, N.W.
Washington, DC 20007
Citizenship: United States
Page 14 of 21 Pages
<PAGE>
Jeffrey R. Lewis (executive director and
chief operating officer)
Heinz Family Foundation
5851 Upton Street
McLean, VA 22101
Citizenship: United States
Wendy Mackenzie (philanthropist)
829 Park Avenue
New York, New York 10021
Citizenship: United States
Joan D. McCauley (philanthropist)
2750 Vallejo Street
San Francisco, CA 94123
Citizenship: United States
John T. Ryan (retired chairman of the board)
Mine Safety Appliance Co.
(manufacturer of safety equipment)
121 Gamma Drive
Pittsburgh, Pennsylvania 15238
Citizenship: United States
Dolores Senanis
(administrative assistant to Teresa Heinz)
1201 Pennsylvania Avenue N.W.
Suite 619
Washington, DC 20004
Citizenship: United States
Linda K. Smith (attorney)
709 College Street
Beloit, WI 53511
Citizenship: United States
James M. Walton (investments)
Room 3902
525 William Penn Place
Pittsburgh, Pennsylvania 15219
Citizenship: United States
S. Donald Wiley (attorney, director of the
Issuer, retired senior Vice President,
General Counsel and Secretary of the Issuer)
H.J. Heinz Company
(multinational food processing company)
P.O. Box 57
Pittsburgh, Pennsylvania 15230
Citizenship: United States
Page 15 of 21 Pages
<PAGE>
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"
Page 16 of 21 Pages
<PAGE>
Exhibit F is hereby amended and restated as follows:
"EXHIBIT F
JOINT FILING AGREEMENT AMONG
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 II CHARITABLE AND FAMILY TRUST, H.J. HEINZ II FAMILY TRUST
AGREEMENT, dated as of July 27, 1995, among the 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 II
Charitable and Family Trust and H.J. Heinz II Family Trust.
W I T N E S S E T H:
-------------------
WHEREAS, in accordance with Rule 13d-1(f) under the Securities and Exchange
Act of 1934 (the "Act"), only one Statement and any amendments thereto need be
filed whenever two or more persons are required to file such a Statement or any
amendments thereto pursuant to Section 13(d) of the Act with respect to the same
securities, provided that said persons agree in writing that such Statement or
any amendments thereto is filed on behalf of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
The 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 II Charitable and Family Trust and H.J.
Heinz II Family Trust, do hereby agree, in accordance with Rule 13d-(f) under
the Act, to file an amended Schedule 13D relating to their ownership of the
Common Stock of H.J. Heinz & Company, and do hereby further agree that said
Amendment shall be filed on behalf of each of them.
Page 17 of 21 Pages
<PAGE>
HOWARD HEINZ ENDOWMENT
By: /s/ Teresa Heinz
--------------------------------------------
Name: Teresa Heinz
Title: Chairperson and Chief Executive
Officer
VIRA I. HEINZ ENDOWMENT
By: /s/ James M. Walton
--------------------------------------------
Name: James M. Walton
Title: Chairman
HEINZ FAMILY FOUNDATION
By: /s/ Teresa Heinz
--------------------------------------------
Name: Teresa Heinz
Title: Chairperson and Chief Executive
Officer
H. JOHN HEINZ III REVOCABLE TRUST NO. 1
By: /s/ W.B. Ouzts
--------------------------------------------
Name: W.B. Ouzts
Title: First Vice President of Mellon Bank,
N.A. Co-Trustee
H.J. HEINZ III DESCENDANTS' TRUST (NO. 1)
By: /s/ W.B. Ouzts
--------------------------------------------
Name: W.B. Ouzts
Title: First Vice President of Mellon Bank,
N.A. Co-Trustee
Page 18 of 21 Pages
<PAGE>
H.J. HEINZ II CHARITABLE AND FAMILY
TRUST
By: /s/ W.B. Ouzts
--------------------------------------------
Name: W.B. Ouzts
Title: First Vice President of Mellon Bank,
N.A. Co-Trustee
H.J. HEINZ II FAMILY TRUST
By: /s/ W.B. Ouzts
--------------------------------------------
Name: W.B. Ouzts
Title: First Vice President of Mellon Bank,
N.A. Co-Trustee"
Page 19 of 21 Pages
<PAGE>
A new Exhibit H is hereby added as follows:
"EXHIBIT H
H.J. HEINZ II CHARITABLE AND FAMILY TRUST
Set forth below are the names, citizenship, residence or business addresses
and present principal occupation or employment and the principal business and
address of any corporation or other organization in which such employment is
conducted, in each case with respect to each trustee of the Charitable and
Family Trust (other than the name, such information is provided below only if
it does not appear elsewhere herein):
Teresa Heinz
Mellon Bank, N.A.
A. Lawrence Groo
Set forth below is the beneficial ownership of shares of Common Stock of
each of the trustees of the Charitable and Family Trust, unless such
information appears elsewhere herein, in addition to their respective shared
voting power and shared dispositive powers with respect to shares of Common
Stock of the Charitable and Family Trust:
Mr. Groo has shared voting and dispositive power with respect to 324,000
shares of Common Stock that are held in 4 trusts (0.1% of the outstanding
Common Stock).
No trustee has effected any transaction in shares of Common Stock during
the sixty day period preceding the date of this Statement except Mellon Bank,
N.A. (see Exhibit D hereof).
The shares of Common Stock held by the trustees are held by them for the
benefit of beneficiaries of the members of the Group which persons in some
cases, have the right to receive dividends on, or the proceeds from the
disposition of, the Common Stock so held. No person has the right to receive
dividends or proceeds from 5% or more of the outstanding Common Stock held by
such trustees except for Mellon Bank, N.A. (See Exhibit D hereof)."
Page 20 of 21 Pages
<PAGE>
A new Exhibit I is hereby added as follows:
"EXHIBIT I
H.J. HEINZ II FAMILY TRUST
Set forth below are the names, citizenship, residence or business addresses
and present principal occupation or employment and the principal business and
address of any corporation or other organization in which such employment is
conducted, in each case with respect to each trustee of the Family Trust
(other than the name, such information is provided below only of it does not
appear elsewhere herein):
Teresa Heinz
Mellon Bank, N.A.
Linda K. Smith
Julie H. Finley
Set forth below is the beneficial ownership of shares of Common Stock of
each of the trustees of the Family Trust, unless such information appears
elsewhere herein, in addition to their respective shared voting power and
shared dispositive power with respect to shares of Common Stock of the Family
Trust:
Neither Ms. Smith nor Ms. Finley is the beneficial owner of any shares
of Common Stock.
No trustee has effected any transaction in shares of Common Stock during
the sixty day period preceding the date of this Statement except for Mellon
Bank, N.A. (see Exhibit D hereof).
The shares of Common Stock held by the trustees are held by them
for the benefit of beneficiaries of the members of the Group which persons in
some cases, have the right to receive dividends on, or the proceeds from the
disposition of, the Common Stock so held. No person has the right to receive
dividends or proceeds from 5% or more of the outstanding Common Stock held by
such trustees except for Mellon Bank, N.A. (see Exhibit D hereof)."
Page 21 of 21 Pages
