<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 23, 1995
H. J. HEINZ COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 1-3385 25-0542520
(State of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
600 Grant Street, Pittsburgh, 15219
Pennsylvania (Zip Code)
(Address of principal executive offices)
412-456-5700
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
================================================================================
<PAGE>
ITEM 5. Other Information.
On June 23, 1995, the Howard Heinz Endowment, the Vira I. Heinz Endowment,
the Heinz Family Foundation and certain Heinz family trusts announced their
intention to diversify their investment portfolios by selling a portion
of their common stock holdings in H. J. Heinz Company through an underwritten
secondary offering for up to an aggregate of approximately 13.5 million
shares. The offering will be made by means of a prospectus only and is expected
to occur in August. H. J. Heinz Company has agreed to file a registration
statement with the Securities and Exchange Commission to facilitate the
offering.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
10. Agreement For The Registration of Stock among H. J. Heinz
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.
99. H. J. Heinz Company Press Release, dated June 23, 1995.
SIGNATURES
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 hereunto duly authorized.
H. J. Heinz Company
Date: July 7, 1995
By: /s/David R. Williams
--------------------
Name: David R. Williams
Title: Senior Vice President -
Finance and Chief Financial
Officer
<PAGE>
EXHIBIT 10
AGREEMENT FOR THE REGISTRATION OF STOCK
among
H.J. HEINZ 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
_______________________________________
<PAGE>
AGREEMENT FOR REGISTRATION OF COMMON STOCK (this "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. JOHN HEINZ III REVOCABLE TRUST NO. 1, and H. JOHN HEINZ III
DESCENDANTS' TRUST (NO. 1) (collectively, the "Selling Shareholders"; and each a
"Selling Shareholder").
WHEREAS, each Selling Shareholder currently holds the number of shares
of the Company's common stock, par value $0.25 per share ("Common Stock"), set
forth opposite its name in Schedule I hereto, and the Selling Shareholders as a
group currently hold an aggregate of 27,150,252 shares of Common Stock; and
WHEREAS, each Selling Shareholder wishes to sell a portion of its
shares of Common Stock; and
WHEREAS, it is in the mutual interests of the Company and the Selling
Shareholders that such a sale take place in an organized underwritten public
offering to be registered under the Securities Act (as defined herein);
NOW, THEREFORE, in consideration of the foregoing and the respective
covenants and agreements set forth in this Agreement, the Company and the
Selling Shareholders hereby agree as follows:
<PAGE>
2
1. Definitions. As used herein, unless the context otherwise requires,
-----------
the following terms have thefollowing respective meanings:
"Commission" means the Securities and Exchange Commission.
----------
"Exchange Act" means the Securities Exchange Act of 1934, as
------------
amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the relevant time.
"Offering" has the meaning set forth in Section 3.
--------
"Person" means any individual, firm, corporation, partnership,
------
limited liability company, trust, estate, incorporated or unincorporated
association, joint venture, joint stock company, government (or an agency or
political subdivision thereof) or other entity of any kind.
"Registrable Securities" means that aggregate number of shares of
----------------------
Common Stock currently held by the Selling Shareholders, which on the effective
date of the Registration Statement shall have a market value of not more than
$600 million. Within such limit, the number of shares of Common Stock to be sold
by all Selling Shareholders (and the portion thereof to be sold by each Selling
Shareholder) shall be determined by the Selling Shareholders and the
underwriters; provided, however, that, within thirty days following the
-------- -------
effective date of the Registration Statement,
<PAGE>
3
at the option of the underwriters thereof, the number of Registrable Securities
to be sold may be increased by not more than 15%, solely to cover over-
allotments.
"Registration Expenses" means all out-of-pocket expenses relating
---------------------
to this Agreement and the Company's performance of or compliance with the terms
and provisions hereof, including, without limitation, all registration and
filing fees, all fees, if any, of the New York Stock Exchange, Inc., other
applicable national securities exchanges (including, without limitation, the
Midwest Stock Exchange and the Pacific Stock Exchange) and of the National
Association of Securities Dealers, Inc., all fees and expenses of complying with
securities or blue sky laws, the fees and expenses of the Company's transfer
agents and registrars to the extent attributable to the Offering, all word
processing, duplicating and printing expenses, all courier, messenger and other
delivery expenses, all communications charges (including, without limitation,
telephone, telex, telegraph, facsimile and other electronic transmission
charges), postage, the fees, disbursements and other charges of outside counsel
for the Company and of its independent public accountants, including the costs
of obtaining such "comfort" letters as may be required by or incident to such
performance and compliance, all travel, entertainment and other expenses
incurred by the Company and its officers and representatives in connection with
<PAGE>
4
preparation of this Agreement and the Registration Statement and participating
in selling efforts including, without limitation, participation in any road
show, and all fees and disbursements of underwriters customarily paid by issuers
or sellers of securities, it being understood and agreed that the Company shall
not bear any costs or expenses relating to the Offering.
"Rule 144" means Rule 144 under the Securities Act, as such Rule
--------
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.
"Securities Act" means the Securities Act of 1933, as amended, and
--------------
the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the relevant time.
2. Registration Under Securities Act.
---------------------------------
(a) Filing and Effectiveness of Registration Statement. As soon
--------------------------------------------------
as is reasonably practicable following the filing of the Company's 1995 Report
on Form 10-K (with a target date of August 4, 1995), the Company shall file a
registration statement on Form S-3 (the "Registration Statement") with respect
to the Registrable Securities if the Company is then eligible to use Form S-3.
The Company shall use all reasonable efforts to have the Registration Statement
declared effective by the Commission as soon as reasonably practicable after
such
<PAGE>
5
filing, and shall use all reasonable efforts to keep the Registration Statement
continuously effective with respect to all Registrable Securities for thirty
days following the date such Registration Statement is declared effective or
until the conclusion of the Offering, whichever is sooner.
(b) Registration Procedures. Incident to the registration of the
-----------------------
Registrable Securities under the Securities Act as provided in Section 2(a), the
Company will, as expeditiously as possible:
(i) furnish to the Selling Shareholders such number of conformed
copies of the Registration Statement and of each amendment and supplement
thereto (in each case including all exhibits -- other than exhibits incorporated
by reference --appropriately redacted in the case of those exhibits filed on a
confidential basis), and so long as the Company is required to keep the
Registration Statement effective pursuant to Section 2(a) such number of copies
of the prospectus contained in the Registration Statement (including each
summary prospectus, preliminary prospectus, the final prospectus and any
supplement thereto) and any other prospectus filed under Rule 424 under the
Securities Act, in conformity with the requirements of the Securities Act, and
such other documents requested by the Selling Shareholders as are necessary to
facilitate the public sale of the Registrable Securities;
<PAGE>
6
(ii) use all reasonable efforts (x) to register or qualify all
Registrable Securities and other securities covered by the Registration
Statement under such securities or blue sky laws of such States of the United
States of America where an exemption is not available as the Selling
Shareholders shall reasonably request, (y) to keep such registration or
qualification in effect for so long as the Registration Statement remains in
effect, and (z) to take any other action that may be necessary to enable the
Selling Shareholders to consummate the disposition in such jurisdictions of the
Registrable Securities to be sold by the Selling Shareholders, except that the
Company shall not for any such purpose be required to (a) qualify generally to
do business as a foreign corporation in any jurisdiction wherein it would not,
but for the requirements of this subdivision (ii), be obligated to be so
qualified, (b) subject itself to taxation in any such jurisdiction, or (c) take
any action that would subject it to general service of process in any such
jurisdiction; and
(iii) otherwise use all reasonable efforts to comply with all
applicable rules and regulations of the Commission.
(c) Supplements and Amendments. The Company shall supplement or
--------------------------
amend, if necessary, the Registration Statement, as required by the registration
form utilized by the Company or by the instructions applicable to such
<PAGE>
7
registration form or by the Securities Act or as reasonably required by the
Selling Shareholders in order to keep the Registration Statement effective for
the period of the Offering specified in Section 3(a) and the Company shall
furnish to the Selling Shareholders copies of any such supplement or amendment
prior to its being used and/or filed with the Commission.
(d) Preparation; Reasonable Investigation. In connection with the
-------------------------------------
preparation and filing of the Regis tration Statement under the Securities Act
pursuant to this Agreement, the Company will give the Selling Shareholders, the
underwriters, and their respective counsel, the opportunity to participate in
the preparation of the Registration Statement, each prospectus included therein
or filed with the Commission, and each amendment thereof or supplement thereto,
and will give each of them such reasonable access to its books and records and
such opportunities to discuss the business of the Company with its officers and
the independent public accountants who have certified its financial statements
as shall be necessary, in the opinion of the Selling Shareholders' and such
underwriters' respective counsel, to conduct a reasonable investigation within
the meaning of the Securities Act; provided, however, that each Selling
-------- -------
Shareholder, underwriter or counsel shall receive such information only if such
Selling Shareholder, underwriter or counsel, and
<PAGE>
8
their respective agents and representatives, shall have expressly agreed in
writing that any such information shall be kept confidential by such Selling
Shareholder, underwriter, counsel, agent or representative and not be used for
any purpose other than in connection with the review by such Selling
Shareholder, underwriter, counsel, agent or representative, of the Registration
Statement in connection with their due diligence except to the extent (i)
disclosure of such information is required by court or administrative order or
applicable law, (ii) disclosure of such information, in the opinion of counsel
to such Selling Shareholder, underwriter, counsel, agent or representative is
necessary to avoid or correct a misstatement or omission of a material fact in
the Registration Statement, prospectus or any supplement or post-effective
amendment thereto, or (iii) such information becomes generally available to the
public other than as a result of a disclosure or failure to safeguard by such
Selling Shareholder, underwriter, counsel, agent or representative. Each
Selling Shareholder further agrees that it will, upon learning that disclosure
of any such information is sought pursuant to a court or adminis trative order,
give prompt notice thereof to the Company and allow the Company, to undertake
appropriate action to prevent disclosure of the information deemed confidential.
The Company shall promptly notify the Selling Shareholders and their counsel of
any stop order issued or threatened by
<PAGE>
9
the Commission and take all reasonable actions required to prevent the entry of
such stop order or to remove it if entered.
(e) Provision of Information by Selling Shareholders, etc. Each
------------------------------------------------------
Selling Shareholder agrees, as a condition to the registration obligations of
the Company with respect to such Selling Shareholder contained herein, to
furnish promptly to the Company such information regarding the Selling
Shareholder and the distribution of such Registrable Securities as the Company
may, from time to time, reasonably request in writing to comply with the
Securities Act and other applicable law and its obligations hereunder. The
Company may exclude from such registration some or all of the Registrable
Securities of any Selling Shareholder who fails to furnish such information
within a reasonable time after receiving such request. If the identity of a
Selling Shareholder is to be disclosed in the Registration Statement, such
Selling Shareholder shall be permitted to include all information regarding such
Selling Shareholder as it shall reasonably request. As a further condition to
the Company's obligations hereunder, each Selling Shareholder shall complete and
execute all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of the
underwriting arrangements described below.
<PAGE>
10
(f) Registration Expenses. The Selling Shareholders shall be
---------------------
severally liable (in proportion to the number of shares of Common Stock set
forth opposite their respective names in Schedule I hereto, except that if sales
of Common Stock are in fact made by the Selling Shareholders pursuant to the
Offering, such expenses shall be borne by the Selling Shareholders in proportion
to the number of shares sold by them) to the Company for all Registration
Expenses incurred by the Company, whether or not the Registration Statement
becomes effective, and whether all, some or none of the Registrable Securities
are sold pursuant to the Registration Statement, and, within fifteen (15) days
following receipt of written notice by the Company, shall pay to the Company all
Registration Expenses incurred by the Company as described in reasonable detail
in such notice.
(g) Suspension of Obligations. The Company's obligations pursuant to
-------------------------
Section 2(a) may be suspended, upon written notice to the Selling Shareholder
given pursuant to Section 9, for such period as the Company deems appropriate if
the fulfillment of such obligations would require the Company to make a
disclosure that would, in the good faith judgment of the Company, be premature,
materially adverse or otherwise disadvantageous to the Company. If the Company
elects to suspend its obligations pursuant to this Section 2(g), the Selling
Shareholder may elect, by written notice to the Company given pursuant to
<PAGE>
11
Section 9, to terminate this Agreement in which event the Selling Shareholder
shall immediately be relieved of the restrictions set forth in Section 5 hereof.
The obligations of the Selling Shareholder under Section 2(f) shall survive any
such termination to the extent of any expenses incurred prior to the effective
date of such termination.
3. Underwritten Offering.
---------------------
(a) Single Offering; Selection of Underwriters. The Registrable
------------------------------------------
Securities shall only be sold in a single underwritten public offering that
shall be commenced on or after the date on which the Registration Statement is
declared effective by the Commission and which will conclude upon the earlier to
occur of the sale of all of the Registrable Securities and the thirtieth day
following the date on which the Registration Statement is declared effective
(the "Offering"). The Offering shall be made only through an underwriting
syndicate co-managed solely by two lead underwriters, each of which shall be,
and be deemed to be, a co-lead underwriter with such specific and shared
authority and responsibility (including joint control of the order books) as
shall be agreed upon between the co-lead underwriters, consistent with the best
interests of the Company and the Selling Shareholders, respectively, it being
agreed (and a condition to the obligation of the parties to complete the
Offering) that (i) one co-lead underwriter shall be selected by the Company and
the other
<PAGE>
12
by the Selling Shareholders, and (ii) both co-lead underwriters must be
signatories to the Underwriting Agreement to be entered into with the
underwriters.
(b) Discontinuance of Offering. Each Selling Shareholder agrees
--------------------------
that, upon receipt of written notice from the Company of (i) the issuance by the
Commission of a stop order suspending the effectiveness of the Registration
Statement or of any order preventing or suspending the use of any preliminary or
other prospectus or the initiation of any proceedings for that purpose, (ii) the
receipt by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of the Registration Statement or
any Registrable Securities covered thereby for offer or sale in any jurisdiction
or the initiation of any proceeding for such purpose, or (iii) the happening of
any event as a result of which the prospectus included in the Registration
Statement or any amendment or supplement thereto contains an untrue statement of
a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, such Selling
Shareholder shall forthwith discontinue the disposition of such Registrable
Securities covered by the Registration Statement or prospectus (but in the case
of clause (ii), solely in the applicable jurisdiction) until such Selling
<PAGE>
13
Shareholder's receipt of copies of the supplemented or amended prospectus
contemplated by Section 2(c) of this Agreement, or until it is advised in
writing by the Company that the use of the applicable prospectus may be resumed,
and has received copies of any amendments or supplements thereto; and, if so
directed by the Company, such holder will deliver to the Company all copies,
other than permanent file copies, then in such Selling Shareholder's possession,
of the prospectus covering such Registrable Securities current at the time of
receipt of such notice.
(c) Underwriting Discounts and Commissions. The Selling
--------------------------------------
Shareholders shall be responsible for all underwriting discounts and commissions
of the underwriters with respect to the Registrable Securities sold in the
Offering.
4. Indemnification of Underwriters. The Company and each of the
-------------------------------
Selling Shareholders, respectively, shall provide the underwriters with such
indemnification and contribution undertakings as is normal and customary in
offerings of the type contemplated by this Agreement.
5. Lockups; Compliance with Exchange Act Rule 10b-6.
------------------------------------------------
5.1 None of the Selling Shareholders shall sell or otherwise
dispose of any shares of Common Stock of the Company (other than Registrable
Securities sold pursuant to the Registration Statement) or any securities
convertible
<PAGE>
14
into or exchangeable for, or any rights, options or warrants to acquire, any
shares of Common Stock during the period beginning on the date of this Agreement
and ending at the close of business on the 90th day following the effective date
of the Registration Statement without the prior written consent of the Company.
5.2 During the period beginning on the 91st day following the
effective date of the Registration Statement and ending at the close of business
on the 270th day following the effective date of the Registration Statement, the
Selling Shareholders, collectively, shall not sell or otherwise dispose of more
than an aggregate of 2.5 million shares of Common Stock (or sell or otherwise
dispose of any securities convertible into or exchangeable for, or any rights,
options or warrants to acquire, any shares of Common Stock) without the prior
written consent of the Company, other than: (i) in response to a bona fide
third party offer made to all of the Company's stockholders, (ii) following a
public announcement by the Company of a definitive agreement relating to
material merger or other material business combination between the Company and a
third party, (iii) on any date on which the last sale price of the Company's
common stock on the New York Stock Exchange on the immediately preceding trading
day was 15% or more above the public offering price in the offering, (iv) grants
not to exceed an aggregate of 500,000 shares made in the
<PAGE>
15
ordinary course of business by those Selling Shareholders that are charitable
organizations, or (v) transfers from a Heinz family trust to other Heinz family
trusts that agree in writing to be bound by the provisions of this Section 5.2.
All sales of Common Stock made by the Selling Shareholders (other than sales
made pursuant to clause (i) of this Section 5.2) or by any clause (v) transferee
during this period shall be made pursuant to and in conformity with Rule 144
under the Securities Act, including paragraphs (c), (e), (f) and (h) thereof,
and otherwise in conformity with applicable law. Nothing herein shall be deemed
to be an admission by the Selling Shareholders that they or any of them,
collectively or individually, is obligated apart from this Agreement to comply
with the provisions of Rule 144 in connection with sales by them or any of them
of shares of Common Stock of the Company.
5.3 Neither the Company nor any Selling Shareholder shall take
any action that, when taken, would be unlawful for the Company or such Selling
Shareholder, as the case may be, to take by reason of the then applicability of
Rule 10b-6 under the Exchange Act.
6. Public Announcements. Neither the Selling Shareholders nor the
--------------------
Company shall make any public announcement nor issue any press release with
respect to this Agreement or the transactions contemplated hereby without the
prior written consent of the other, except as
<PAGE>
16
required by law. The parties agree that press releases in the forms of Exhibit
A and Exhibit A-1 hereto shall be issued immediately following the execution and
delivery of this Agreement.
7. Filing of Schedule 13D. Promptly but in no event later than the
----------------------
day following the execution of this Agreement, the Selling Shareholders shall
file with the Commission a Schedule 13D under the Exchange Act identifying each
of the Selling Shareholders as a member of a group and otherwise setting forth
such information as is required by the Exchange Act.
8. Third Party Shares. The Selling Shareholders acknowledge that
------------------
the Company is obligated to register 175,000 shares of Common Stock of the
Company owned by a third party investor, and if the third party investor
requests it do so, the Company will include such shares in the Registration
Statement and bear the incremental costs of such inclusion; and the Selling
Shareholders hereby consent to the inclusion of any or all of such shares in the
Registration Statement.
9. Notices. All notices, demands and other communications provided
-------
for or permitted hereunder shall be made in writing and shall be deemed given as
and when hereinafter provided if sent by registered or certified first-class
mail, return receipt requested, telecopier, courier service or personal delivery
at the address set
<PAGE>
17
forth opposite such party's name on Exhibit B hereto. All such notices and
communications shall be deemed to have been duly given: when delivered by hand,
if personally delivered; when delivered to a courier, if delivered by overnight
courier service; two business days after being deposited in the mail, postage
prepaid, if mailed; and when receipt is acknowledged, if telecopied.
10. Assignment. This Agreement shall be binding upon and inure to
----------
the benefit of and be enforceable by the parties hereto and, with respect to the
Company, its respec tive successors and assigns. This Agreement may not be
assigned without the prior written consent of, in the case of the Selling
Shareholders, the Company, and in the case of the Company, the Selling
Shareholders.
11. Entire Agreement. This Agreement is intended by the parties as a
----------------
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein and therein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
<PAGE>
18
12. Headings. The headings in this Agreement are for convenience of
--------
reference only and shall not limit or otherwise affect the meaning hereof.
13. Governing Law. This Agreement shall be governed by and construed
-------------
in accordance with the laws of the Commonwealth of Pennsylvania applicable to
agreements made and to be performed entirely within such Commonwealth.
14. Counterparts. This Agreement may be executed by the parties
------------
hereto in separate counterparts, each of which when so executed shall be deemed
an original and both of which together shall be deemed to be one and the same
instrument.
IN WITNESS WHEREOF, each of H.J. Heinz Company, 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) has
caused this agreement to be duly executed on the date first written above.
H.J. HEINZ COMPANY
By: /s/ David R. Williams
--------------------------------------
Name: David R. Williams
Title: Senior Vice President - Finance
and Chief Financial Officer
<PAGE>
19
HOWARD HEINZ ENDOWMENT
By: /s/ Teresa Heinz
--------------------------------------
Name: Teresa Heinz
Title: Chairman and Chief Executive
Officer
VIRA I. HEINZ ENDOWMENT
By: /s/ William H. Rea
--------------------------------------
Name: William H. Rea
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
H. JOHN HEINZ III DESCENDANTS'
TRUST (NO. 1)
By: /s/ Teresa Heinz
--------------------------------------
Name: Teresa Heinz
Title: Trustee
<PAGE>
EXHIBIT 99
Howard Heinz Endowment, Vira I. Heinz Endowment and Heinz Family Foundation
Announce Plans to Diversify Assets
Pittsburgh, PA June 23, 1995 - The Howard Heinz Endowment, the Vira
I. Heinz Endowment, the Heinz Family Foundation and certain Heinz family
trusts today announced their intention to diversify their investment portfolios
by selling a portion of their common stock holdings in the H. J. Heinz Company
through an underwritten secondary offering for up to an aggregate of
approximately 13.5 million shares. The offering will be made by means of
a prospectus only and is expected to occur in August. The H. J. Heinz Company
has agreed to file a registration statement with the Securities and Exchange
Commission to facilitate the offering.
Commenting on the planned diversification, Anthony J. F. O'Reilly,
chairman, president and chief executive officer of H. J. Heinz Company,
said: "We understand the charities' fiduciary obligation to diversify, and
we are happy to assist them."
Teresa Heinz, chairman and chief executive officer of the Howard Heinz
Endowment and the Heinz Family Foundation and a director of the Vira I.
Heinz Endowment, stated: "The Endowments and the Foundation have for many
years held shares of Heinz common stock as their principal asset. During
this time, both the Heinz Company and the stock have performed extremely
well. However, diversification remains a key principle of prudent investing,
and we
<PAGE>
2
believe selling a portion of our holdings in order to diversify our assets
is a prudent course of action at this time."
"The Endowments' and the Foundations' continued confidence in the
H. J. Heinz Company is reflected by the fact that upon completion of their
current portfolio diversification programs, the Endowments and the Foundation
will hold the majority of the Heinz shares they now own and that they, together
with the family interests, will continue to be the largest group of H. J.
Heinz Company shareholders," Mrs. Heinz added.
The Heinz Family Foundation and the Heinz Endowments are based in
Pittsburgh, PA. Their combined assets place them among the nation's 25 largest
private, charitable foundations. The Heinz Endowments' grant making is focused
on the areas of arts and culture, community and economic development,
education, health and human services, and the environment. The principal
activity of the Heinz Family Foundation is the administration of the Heinz
Awards, a program recognizing individual excellence and achievement.
##
