<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
H.J. HEINZ COMPANY
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[LOGO OF H. J. HEINZ COMPANY]
H. J. Heinz Company
World Headquarters
P. O. Box 57
Pittsburgh, Pennsylvania 15230
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
H. J. Heinz Company to be held at 2 P.M. on Tuesday, September 12, 1995, at
Heinz Hall for the Performing Arts, 600 Penn Avenue, Pittsburgh, Pennsylvania.
Information about the business of the meeting and the nominees for election as
members of the Board of Directors is set forth in the formal meeting notice
and the Proxy Statement on the following pages.
It is important that your shares be represented at the meeting. Whether or not
you plan to attend the session in person, we hope that you will vote on the
matters to be considered and sign, date and return your proxy in the enclosed
envelope as promptly as possible. You may obtain an admission ticket for the
meeting by completing the ticket request form which appears at the end of the
Proxy Statement and returning it in the same envelope with your proxy.
In accordance with our regular practice, a report of annual meeting
proceedings, including an account of actions taken, will be sent to you
following the meeting.
Respectfully yours,
/s/ Anthony J. F. O'Reilly
Anthony J. F. O'Reilly
Chairman of the Board, President and Chief
Executive Officer
August 3, 1995
<PAGE>
Notice of
Annual Meeting
of Shareholders
The Annual Meeting of Shareholders of H. J. Heinz Company will be held at
Heinz Hall for the Performing Arts, 600 Penn Avenue, Pittsburgh, Pennsylvania,
on Tuesday, September 12, 1995, at 2 P.M. Eastern Daylight Time, for the
following purposes:
(1) To elect nineteen directors for a term of one year;
(2) To elect auditors to audit the financial statements of the Company and
certain of its subsidiaries for the fiscal year ending May 1, 1996;
(3) To consider and act upon a proposal to approve the Company's Stock
Compensation Plan For Non-Employee Directors; and
(4) To consider and act upon such other business as may properly come
before the meeting.
Your attention is directed to the accompanying Proxy Statement for a
description of matters to be considered at the meeting.
Holders of record as of the close of business on July 17, 1995 of the
Company's Common Stock and Third Cumulative Preferred Stock, $1.70 First
Series, are entitled to notice of and to vote at the meeting. A list of the
shareholders entitled to vote at the meeting will be available for inspection
at the meeting for purposes relating to the meeting.
Please sign, date and return the enclosed proxy promptly in the envelope
provided, which requires no United States postage. Your compliance with this
request will be appreciated and will assist in obtaining a quorum. Such action
will not limit your right to vote in person or to attend the meeting.
Benjamin E. Thomas, Jr.
Secretary
August 3, 1995
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
PAGE
<S> <C>
General................................................................... 1
Voting Securities and Record Date......................................... 1
Security Ownership of Certain Beneficial Owners........................... 2
Security Ownership of Management.......................................... 3
Board of Directors and Committees of the Board............................ 4
Matters to Be Acted Upon
1. Election of Directors................................................. 6
2. Election of Auditors.................................................. 9
3. Proposal to Approve the Stock Compensation Plan For Non-Employee
Directors............................................................ 10
4. Other Business........................................................ 11
Executive Compensation.................................................... 12
Report of the Management Development and Compensation Committee on
Executive Compensation................................................... 15
Performance Graph--Five Years (1990-1995)................................. 18
Performance Graph--15 Years (1980-1995)................................... 19
Additional Information.................................................... 19
Appendix A--H.J. Heinz Company Stock Compensation Plan For
Non-Employee Directors................................................... A-1
</TABLE>
<PAGE>
PROXY STATEMENT
GENERAL
This Proxy Statement, with the enclosed proxy card, is being mailed to the
shareholders of H. J. Heinz Company (the "Company") starting on or about
August 3, 1995 in connection with the solicitation by the Board of Directors
of the Company of proxies to be used at the Annual Meeting of Shareholders to
be held at Heinz Hall for the Performing Arts, located at 600 Penn Avenue,
Pittsburgh, Pennsylvania, at 2 P.M. on Tuesday, September 12, 1995. The
accompanying Notice of Annual Meeting of Shareholders sets forth the purposes
of the Annual Meeting of Shareholders. The principal executive offices of the
Company are located at 600 Grant Street, Pittsburgh, Pennsylvania 15219. The
proxy may be revoked at any time before its exercise by giving notice of
revocation to the Secretary of the Company. The shares represented by proxies
in the form solicited by the Board of Directors will be voted at the meeting.
Where a choice is specified with respect to a matter to be voted upon, the
shares represented by the proxy will be voted in accordance with such
specification. If no choice is specified, such shares will be voted as stated
hereinafter in this Proxy Statement.
The cost of soliciting proxies will be borne by the Company. Following the
original mailing of the proxy soliciting material, regular employees or agents
of the Company may solicit proxies by mail, telephone, telegraph and personal
interview. To assist in the solicitation of proxies, the Company has engaged
D. F. King & Co., Inc. for a fee estimated not to exceed $11,500 plus
reimbursement of expenses. The Company will also request brokerage houses and
other nominees or fiduciaries to forward copies of its proxy material and
Annual Report to beneficial owners of stock held in their names, and the
Company will reimburse them for reasonable out-of-pocket expenses incurred in
doing so.
VOTING SECURITIES AND RECORD DATE
Holders of the Company's Common Stock and Third Cumulative Preferred Stock,
$1.70 First Series, of record as of the close of business on July 17, 1995 are
entitled to receive notice of and to vote at the meeting. At the record date,
the Company had outstanding 246,239,778 shares of Common Stock, the holders of
which are entitled to one vote per share, and 35,746 shares of Third
Cumulative Preferred Stock, $1.70 First Series, the holders of which are
entitled to one-half vote per share. The Company does not have cumulative
voting.
Insofar as management is advised, no executive officer, director or director
nominee of the Company, nor any person who has been an executive officer,
director or director nominee of the Company at any time since the beginning of
its last fiscal year, nor any associate of any such executive officer,
director or director nominee, has any substantial interest in the matters to
be acted upon at the Annual Meeting of Shareholders except for the interest
which such director or director nominee who is not an employee of the Company
or any of its affiliates may have solely as a recipient or potential recipient
of awards of shares of the Company's Common Stock under the Company's Stock
Compensation Plan For Non-Employee Directors.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
A beneficial owner of a security includes any person who directly or
indirectly has or shares voting power and/or investment power with respect to
such security. Voting power is the power to vote or direct the voting of
securities and investment power is the power to dispose of or direct the
disposition of securities. The following are the only persons known to the
Company or its management who beneficially owned as of June 30, 1995 more than
five percent of any class of the Company's voting securities:
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
NAME AND ADDRESS OF BENEFICIALLY PERCENT
BENEFICIAL OWNER OWNED* OF CLASS**
------------------- ------------ ----------
<S> <C> <C>
Howard Heinz Endowment(1) 15,063,231(2)(3) 6.12%
30 CNG Tower, 625 Liberty Avenue
Pittsburgh, Pennsylvania 15222
Teresa Heinz 18,127,359(2) 7.36%
3200 CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222
Mellon Bank Corporation and 47,907,000(3) 19.46%
Mellon Bank, N. A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258-0001
</TABLE>
- ---------
* All shares are held in trust unless otherwise indicated.
** The percentages represent the total shares listed in the adjacent column
divided by the issued and outstanding shares of Common Stock as of June 30,
1995.
(1) The Howard Heinz Endowment is a Pennsylvania nonprofit corporation.
(2) Mrs. Teresa Heinz, as Chairperson and Chief Executive Officer of the Heinz
Family Foundation, is entitled to vote the 735,922 shares held by the
Heinz Family Foundation. Mrs Heinz has: (i) shared voting power and shared
investment power with respect to 365,137 shares as co-executor of the
estate of H. John Heinz III and (ii) shared voting power and shared
investment power with respect to 17,026,300 shares that are held by 12
trusts. In addition to these shares, Mrs. Heinz, as Chairperson and Chief
Executive Officer of the Howard Heinz Endowment, is entitled to vote the
15,063,231 shares held by the Howard Heinz Endowment.
(3) In addition to the 47,907,000 shares listed in the table above, Mellon
Bank, a subsidiary of Mellon Bank Corporation, is a beneficial owner of
the 15,063,231 shares held by the Howard Heinz Endowment. The shares held
by Mellon Bank are held in a fiduciary capacity and include the 18,127,359
shares referred to in Note (2). As of June 30, 1995, Mellon Bank had sole
voting power over 2,240,000 shares; shared voting power over 7,374,000
shares; sole investment power over 24,541,000 shares; and shared
investment power over 23,666,000 shares. Mellon Bank has disclaimed having
a beneficial economic interest in any shares held in its fiduciary
capacity.
2
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth all equity securities of the Company
beneficially owned as of June 30, 1995, by each director nominee and by all
director nominees and executive officers as a group, being 19 in number.
<TABLE>
<CAPTION>
SHARES OF
SHARES OF COMMON STOCK PERCENT
COMMON STOCK OPTIONS BENEFICIALLY OF
NAME OWNED (1) EXERCISABLE (2) OWNED (3) CLASS (4)
---- ------------ --------------- ------------ ---------
<S> <C> <C> <C> <C>
Anthony J. F. O'Reilly.. 3,903,223(5) -0- 4,002,223(5)(6) 1.63%
William P. Snyder III... 37,610 -0- 2,753,854(7) 1.12%
Joseph J. Bogdanovich... 56,000 18,180 2,574,559(8) 1.05%
Herman J. Schmidt....... 2,400 -0- 2,400 --
Albert Lippert.......... 12,064 -0- 12,064 --
Eleanor B. Sheldon...... 7,000 -0- 7,000 --
Richard M. Cyert........ 1,000 -0- 1,000(9) --
Samuel C. Johnson....... 7,000 -0- 14,000(10) --
David W. Sculley........ 238,670 412,860 651,530(6) .26%
Donald R. Keough........ 1,155 -0- 1,155 --
S. Donald Wiley......... 148,133 -0- 9,268,593(11) 3.77%
Lawrence J. McCabe...... 40,119 169,580 209,699 --
David R. Williams....... 33,951 75,000 108,951(6) --
Luigi Ribolla........... 2,012 120,000 122,012 --
Nicholas F. Brady....... -0- -0- 2,000(12) --
William R. Johnson...... 26,436 55,000 81,436 --
William C. Springer..... 72,582 169,582 242,164 --
Edith E. Holiday........ 200 -0- 200 --
Thomas S. Foley......... -0- -0- -0- --
All director nominees
and executive officers
as a group.............. 4,589,555 1,020,202 20,054,840 8.11%
</TABLE>
- ---------
(1) Shares listed in this column include all shares held by the named
individuals and all director nominees and executive officers as a group
in their own names and in street name and also includes all shares
allocated to the accounts of the named individuals and all director
nominees and executive officers as a group under the Company's Employees
Retirement and Savings Plan (A. J. F. O'Reilly, 91,519; J. J.
Bogdanovich, 32,888; D. W. Sculley, 26,719; L. J. McCabe, 21,539; D. R.
Williams, 8,637; W. R. Johnson, 5,094; W. C. Springer, 13,052 and all
director nominees and executive officers as a group, 199,448).
(2) Represents shares subject to stock options granted under the Company's
stock option plans exercisable within 60 days following June 30, 1995.
(3) Shares listed in this column include all shares listed in the adjacent
columns plus shares held in trust. Each person has both sole voting and
sole investment power with respect to the shares listed, unless otherwise
indicated.
(4) The percentages represent the total of shares listed in the adjacent
column divided by the issued and outstanding shares of Common Stock as of
June 30, 1995, plus, where applicable, all stock options granted to the
individual or group, as appropriate, under the Company's stock option
plans exercisable within 60 days following June 30, 1995. Percentages of
less than .1 percent are omitted.
(5) Represents Dr. O'Reilly's beneficial ownership as of July 5, 1995.
Includes 99,000 shares held by a corporation which is beneficially owned
by Dr. O'Reilly and members of his family.
3
<PAGE>
(6) The shares indicated do not include unallocated shares held by the
Company's leveraged employee stock ownership plan (the "Leveraged ESOP").
Such shares are voted or tendered by the trustee in accordance with
instructions received from the Investment Committee of the Board of
Directors of the Company, unless the Investment Committee delegates this
authority to plan participants. Dr. O'Reilly and Messrs. Williams and
Sculley currently serve as members of the Investment Committee. As of
June 30, 1995, approximately 802,743 shares of Common Stock were held in
the Leveraged ESOP but not allocated to participants' accounts. Each
member of the Investment Committee disclaims having a beneficial economic
interest in such shares.
(7) Mr. Snyder has sole voting power and sole investment power with respect
to 37,610 shares and shared voting power and shared investment power with
respect to 2,716,244 shares held by three trusts of which he is co-
trustee. The shares held by these three trusts, of which Mellon Bank is
also a co-trustee, are included in the shares referred to in Note (3) on
page 2 of this Proxy Statement. Mr. Snyder has shared investment power
with respect to 438,000 shares held by a trust which is referred to in
Note 11 below.
(8) Includes 2,500,379 shares held by a corporation wholly-owned by a trust
of which Mr. Bogdanovich is the sole beneficiary. Mr. Bogdanovich shares
voting power and investment power with respect to the shares held by the
trust.
(9) Represents 1,000 shares of Common Stock owned jointly by Dr. Cyert and
his wife.
(10) Represents 7,000 shares of Common Stock held by Mr. Johnson as trustee of
the Samuel C. Johnson 1988 Revocable Trust.
(11) Mr. Wiley has shared voting power and shared investment power with
respect to one trust which holds 7,567,460 shares and which is one of the
trusts referred to in Note (2) on page 2 of this Proxy Statement. Mr.
Wiley has shared investment power with respect to 1,553,000 shares held
by two trusts, one of which includes the 438,000 shares referred to in
Note (7) above. Mr. Wiley disclaims having a beneficial economic interest
in the shares held by such trusts.
(12) Represents 2,000 shares of Common Stock held by a trust of which Mr.
Brady is the sole beneficiary.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The business of the Company is under the general management of a Board of
Directors as provided by the laws of Pennsylvania, the Company's state of
incorporation. The By-Laws of the Company provide for an Executive Committee
which, unless limited by a resolution of the Board and except to the extent
limited by law, has authority to act in all matters that the full Board may
act upon when the Board is not in session. The Executive Committee reports all
of its actions to the full Board of Directors. The Executive Committee is
currently composed of Messrs. O'Reilly (Chairman), Bogdanovich, Sculley,
McCabe, Williams, Ribolla, W.R. Johnson and Springer.
In addition to the Executive Committee, the Board of Directors has designated
the following five standing committees of the Board: Audit, Nominating,
Management Development and Compensation, Investment, and Public Issues and
Social Responsibility.
The Audit Committee's basic functions are to assist the Board of Directors in
preserving the integrity of the financial information published by the Company
through the review of financial and accounting controls and policies,
financial reporting requirements, alternative accounting principles that could
be applied and the quality and effectiveness of the independent accountants
and the Company's internal auditors. Currently, the members of the Audit
Committee, all of whom are outside directors, are Messrs. Snyder (Chairman),
Cyert, Schmidt, S.C. Johnson, Brady, Lippert and Mss. Sheldon and Holiday.
The Nominating Committee is responsible for establishing qualification
guidelines for potential directors and screening and recommending prospective
candidates for membership on the
4
<PAGE>
Board. The Nominating Committee will consider nominees recommended by
shareholders provided that shareholders submit the names of nominees in
writing to the attention of the Secretary of the Company together with a
statement of the nominee's or nominees' qualifications. Such information must
be received no later than 120 days prior to the Annual Meeting of
Shareholders. The current members of the Nominating Committee are Messrs.
O'Reilly (Chairman), Cyert, Schmidt, Snyder, Bogdanovich, Lippert, Keough and
Brady.
The Management Development and Compensation Committee's basic functions are to
monitor the Company's management systems for selecting and planning succession
at the corporate and key subsidiary officer level, to develop a corporate
organization structure, and to review the adequacy and effectiveness of the
management compensation plans of the Company. The Management Development and
Compensation Committee recommends to the Board the Chief Executive Officer for
the Company; reviews and approves the appointment of corporate officers who
report directly to the Chief Executive Officer and the compensation of the
Chief Executive Officer and the managers reporting to the Chief Executive
Officer; reviews and approves the management incentive systems of the Company
and the awards granted thereunder; determines the corporate goals and the
awards granted under the incentive compensation plan of the Company; and
administers the Company's stock option plans. The current members of the
Management Development and Compensation Committee are Messrs. Schmidt
(Chairman), Snyder, Cyert, S.C. Johnson, Keough and Ms. Sheldon.
The Investment Committee's primary function is to monitor the policies and
operations of the Employee Benefits Administration Board and the investment of
the Company's Pension, Employees Savings, and Long-Term Disability funds for
U.S. and foreign affiliate companies. The current members of the Investment
Committee are Messrs. O'Reilly (Chairman), Williams and Sculley.
The Public Issues and Social Responsibility Committee's basic functions are to
monitor the policies and actions of the Company relating to major issues of
public and governmental concern, including, but not limited to, equal
employment opportunity, environmental, occupational health and safety, public
health and nutrition, and charitable contributions; and to consider the
significant social impact of corporate activities. The Public Issues and
Social Responsibility Committee is responsible for making recommendations to
management that it considers to be major issues of public concern that may
require special attention or action; reviewing Company policies and actions
relating to such issues; and monitoring the Company's activities and
performance in light of such policies. The current members of the Public
Issues and Social Responsibility Committee are Mss. Sheldon (Chairman) and
Holiday and Messrs. O'Reilly, Schmidt, Lippert, Cyert, Bogdanovich and Wiley.
During fiscal year 1995, the Executive Committee held eleven meetings, the
Nominating Committee held one meeting, the Management Development and
Compensation Committee held five meetings, the Investment Committee held one
meeting, the Audit Committee held three meetings, and the Public Issues and
Social Responsibility Committee held one meeting.
The Board of Directors held ten meetings during fiscal year 1995. Each
incumbent director attended at least 75% of the aggregate number of meetings
of the Board and Board committees on which the director served, except for Mr.
Keough who attended 69% of the aggregate number of meetings.
DIRECTOR COMPENSATION
Directors who are full-time employees of the Company or a subsidiary receive
no additional compensation for services as a member of the Board or any
committee of the Board. Directors who are not employees of the Company receive
an annual retainer of $30,000 for Board service and a fee of $1,500 for each
Board and committee meeting attended. The outside directors who serve as
chairmen of the Audit Committee, the Management Development and Compensation
Committee, and the Public Issues and Social Responsibility Committee receive
additional annual retainers of $5,000, $5,000 and $3,000, respectively. A
director who is not a full-time employee of the Company is permitted to defer
some or all of
5
<PAGE>
his retainer and attendance fees until termination of services as a director
or to a specified year in the future. At the end of the deferral period, a
participating director may receive his cash payment together with accrued
interest (calculated periodically at the prime rate) either in a lump sum or
in equal annual installments. A director who has served as such for five or
more years while not a full-time employee of the Company or one of its
subsidiaries will be paid, upon retirement on or after age 70, a pension
benefit for life equivalent to the annual retainer in effect at the time of
the director's retirement.
As part of the Company's overall program to promote charitable giving, the
Company maintains a charitable award program funded by insurance policies on
the lives of the Company's directors who are not full-time employees. Under
the program, two directors are paired on a dual life policy. Following the
death of both directors, the Company will donate $1,000,000 to qualifying
charitable organizations recommended by each of the directors covered under
the policy and approved by the Company.
In addition, the Company has a similar program for directors who are executive
officers and certain other key employees of the Company. Participation in this
program is contingent upon the participant having made annual charitable
contributions for five consecutive years in an amount not less than $1,000 nor
more than $4,000 per year to the Company's charitable foundation. With respect
to the current participants, the amount the Company will donate to qualifying
charitable organizations on their behalf will range from $750,000 to
$2,000,000 based upon their age at the time of their enrollment.
The Company will subsequently be reimbursed from the proceeds of the life
insurance policies. Participants derive no financial benefit from these
programs.
The Company has adopted, subject to approval by the shareholders at the Annual
Meeting (see proposal to approve the Stock Compensation Plan For Non-Employee
Directors on page 10), the H. J. Heinz Company Stock Compensation Plan for
Non-Employee Directors (the "Plan"). The Plan provides for an award of 200
shares of the Company's Common Stock to be made to each member of the Board
who is not then an employee of the Company or any of its affiliates as soon as
practicable following each annual meeting.
MATTERS TO BE ACTED UPON
1. ELECTION OF DIRECTORS
(Item 1 on proxy card)
The Board of Directors, pursuant to the By-Laws of the Company, has determined
that the number of directors constituting the full Board of Directors shall be
19. Proxies are solicited in favor of the nominees named on the following
pages and it is intended that the proxies will be voted for the 19 nominees
unless otherwise specified. All of the nominees are now serving as directors.
In the event that any of the nominees should become unable or unwilling to
serve as a director, it is intended that the proxies will be voted for the
election of such other person, if any, as shall be designated by the Board of
Directors. It is not anticipated that any of the nominees will be unable or
unwilling to serve as a director. Each director to be elected will serve until
the next Annual Meeting of Shareholders or until a successor is elected and
shall qualify.
INFORMATION REGARDING NOMINEES FOR ELECTION OF DIRECTORS
A brief statement of the business experience and positions with the Company
for the past five years, and a listing of certain other directorships for each
person nominated to become a director of the Company and their ages (as of
September 12, 1995) are set forth on the following pages. There are no family
relationships between any of the directors, nominees and executive officers of
the Company nor any arrangement or understanding between any director or
nominee and any other person pursuant to which he or she was or is to be
selected as a director or nominee.
6
<PAGE>
<TABLE>
<CAPTION>
NAME BUSINESS EXPERIENCE AND AGE
---- ---------------------------
<C> <S>
Anthony J. F. O'Reilly Chairman of the Board of H. J. Heinz Company since March
11, 1987 and President and Chief Executive Officer since
July 1, 1979; director of the Company since 1971; director
of the New York Stock Exchange, Inc.; 59.
William P. Snyder III President of The Wilpen Group, Inc. (investment group)
since 1986; director of H. J. Heinz Company since 1961;
director of Whitney Holding Corporation (bank holding
company); 77.
Joseph J. Bogdanovich Vice Chairman of the Board of H. J. Heinz Company since
September 7, 1988; also in charge of Heinz Japan Ltd.
since June 20, 1973; Chairman of the Board of Star-Kist
Foods, Inc.; director of the Company since 1963; 83.
Herman J. Schmidt Independent businessman; director of H. J. Heinz Company
since 1977; director of MAPCO, Inc. (diversified energy
company) and HON Industries, Inc. (manufacturer of office
furniture); 78.
Albert Lippert Consultant; Chairman of the Board of Weight Watchers
International, Inc. from 1968 to January, 1991; Vice
President of George Simonton Inc. (clothing manufacturer)
from 1986 until April 1992; director of H. J. Heinz
Company since 1978; 70.
Eleanor B. Sheldon Social Scientist; director of H. J. Heinz Company since
1979; 75.
Richard M. Cyert Professor of Economics and Management, Carnegie Mellon
University since 1992 and President Emeritus of Carnegie
Mellon University since 1990; President-Carnegie Bosch
Institute and Professor of Economics and Management,
Carnegie Mellon University from 1990 to 1992; director of
H. J. Heinz Company since 1984; 74.
Samuel C. Johnson Nonexecutive Chairman of the Board of S. C. Johnson & Son,
Inc. (manufacturer of chemical specialty products) since
January 1994; Chairman of S.C. Johnson & Son, Inc. from
1988 to January 1994; Chairman and Chief Executive Officer
of S. C. Johnson & Son, Inc. from 1972 to 1988; director
of H. J. Heinz Company since 1988; director and chairman
of Johnson Worldwide Associates, Inc., director of Deere &
Company and Mobil Corporation; 67.
David W. Sculley Senior Vice President of H. J. Heinz Company in charge of
Weight Watchers International, Inc. since June 1, 1989,
Weight Watchers Food Company since July 1, 1991, and Heinz
Bakery Products Division and Ore-Ida Foods, Inc. since
January 1, 1992; from June 1, 1989 to December 31, 1991,
in charge of H. J. Heinz Company of Canada Ltd.; also
until January 31, 1992 in charge of Heinz companies in
Africa, Australia, the People's Republic of China, the
Republic of Korea and Thailand; director of the Company
since 1989; 49.
Donald R. Keough Adviser to the Board of Directors of The Coca-Cola Company
since April 1993 and Chairman of the Board of Allen & Co.
Incorporated (an investment banking firm) since April
1993; President, Chief Operating Officer and a director of
The Coca-Cola Company from 1981 until his retirement in
April 1993; Chairman of the Board of Coca-Cola Enterprises
Inc. until April 1993; director of H. J. Heinz Company
since 1990; director of The Washington Post Company,
National Service Industries, Inc. (diversified
manufacturing and service company), Home Depot Inc.
(retailer) and McDonald's Corporation; 69.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
NAME BUSINESS EXPERIENCE AND AGE
---- ---------------------------
<C> <S>
S. Donald Wiley Vice Chairman of the H. J. Heinz Company Foundation (a
charitable foundation) since October 1990; Trustee of the Vira
I. Heinz Endowment; Special Counsel with the law firm of Reed
Smith Shaw & McClay from May 1, 1991 to January 31, 1993;
Senior Vice President, General Counsel and Secretary of H. J.
Heinz Company from 1972 until his retirement on September 30,
1990; director of H. J. Heinz Company from 1972 until
September 30, 1990 and since his reelection in 1991; Trustee
of Lehman Brothers Institutional Funds Group Trust (investment
company); 68.
Lawrence J. McCabe Senior Vice President-General Counsel of H. J. Heinz Company
since June 12, 1991; Vice President-General Counsel from
October 1, 1990 to June 11, 1991; Vice President-Associate
General Counsel from July 1, 1982 through September 30, 1990;
director of the Company since 1991; 60.
David R. Williams Senior Vice President-Finance and Chief Financial Officer of
H. J. Heinz Company since August 1, 1992 and in charge of all
Heinz affiliates and development activities in India, Pakistan
and southern Africa since October 12, 1994; Vice President-
Finance and Chief Financial Officer from February 1, 1992 to
July 31, 1992; Vice President and Corporate Controller from
August 1, 1988 until January 31, 1992; director of the Company
since 1992; 52.
Luigi Ribolla Senior Vice President of H. J. Heinz Company in charge of all
Heinz affiliates in Europe, Cairo Foods Industries SAE in
Egypt and Heinz development activities in Russia, Eastern
Europe, the Middle East and North Africa since August 1, 1992;
Director of Heinz Mediterranean Area from 1988 to July 31,
1992; director of the Company since 1992; 58.
Nicholas F. Brady Chairman of the Board and President of Darby Advisors, Inc.
(an investment firm) since February 1993, Chairman of Darby
Overseas Investments, Ltd. (an investment firm) since February
1994 and Chairman of Darby Emerging Markets Investments LDC
(an investment firm) since November 1994; Secretary of the
United States Department of Treasury from September 1988 until
January 1993; Chairman until September 1988 of Dillon, Read &
Co. Inc., an investment banking firm for which Mr. Brady
served in various capacities since 1954; director of the
Company since his election by the Board in April 1993
(formerly a director of the Company from June 1987 until
September 1988); director of Capital Cities/ABC, Inc. (network
broadcasting), Christiana Companies, Inc. (oil and gas field
machinery and equipment), Amerada Hess Corporation (oil/gas)
and various Templeton Mutual Funds (investment companies); 65.
William R. Johnson Senior Vice President in charge of Star-Kist Foods, Inc. and
Heinz operations in the Asia Pacific area since September 8,
1993; President and Chief Executive Officer of Star-Kist
Foods, Inc. since May 1, 1992 and President and Chief
Executive Officer of Heinz Pet Products Company since November
1, 1988; director of the Company since September 8, 1993; 46.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
NAME BUSINESS EXPERIENCE AND AGE
---- ---------------------------
<C> <S>
William C. Springer Senior Vice President in charge of Heinz North America, Heinz
Service Company and Heinz operations in Latin America since
September 8, 1993; President of Heinz North America since
June 1, 1992 and President and Chief Executive Officer of
Heinz U.S.A. Division since May 1, 1989; director of the
Company since September 8, 1993; 55.
Edith E. Holiday Attorney; Assistant to the President of the United States and
Secretary of the Cabinet from June, 1990 to January, 1993;
General Counsel, United States Department of Treasury from
1989 to June, 1990; director of the Company since her
election by the Board in January, 1994; director of Hercules,
Inc. (chemicals), Amerada Hess (oil/gas), Bessemer Trust
Company N.A. (banking), Bessemer Trust Company of New Jersey
(banking) and Beverly Enterprises, Inc. (health); 43.
Thomas S. Foley Partner in the law firm of Akin, Gump, Strauss, Hauer & Feld,
L.L.P.; Speaker of the United States House of Representatives
from 1989 to 1994; Served in the United States House of
Representatives from the State of Washington from 1965 to
1994; director of the Company since his election by the Board
in June, 1995; 66.
</TABLE>
CERTAIN BUSINESS RELATIONSHIPS
Dr. O'Reilly is Chairman of the Dublin, Ireland law firm of Matheson Ormsby
Prentice. Matheson Ormsby Prentice provided legal services to the Company
during fiscal year 1995 and it is anticipated that it will continue to provide
legal services to the Company in the future.
2. ELECTION OF AUDITORS
(Item 2 on proxy card)
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
ELECTION OF THE FIRM OF COOPERS & LYBRAND AS THE AUDITORS TO AUDIT THE
FINANCIAL STATEMENTS OF THE COMPANY AND CERTAIN OF ITS SUBSIDIARIES FOR THE
FISCAL YEAR ENDING MAY 1, 1996. IT IS INTENDED THAT THE PROXIES IN THE FORM
ENCLOSED WITH THIS PROXY STATEMENT WILL BE VOTED FOR SUCH FIRM UNLESS
SHAREHOLDERS SPECIFY TO THE CONTRARY IN THEIR PROXIES.
Representatives of Coopers & Lybrand are expected to be present at the Annual
Meeting of Shareholders. They will have the opportunity to make statements if
they desire to do so and will be available to respond to appropriate
questions.
VOTE REQUIRED FOR ELECTION OF DIRECTOR NOMINEES AND AUDITORS
Under Pennsylvania law, the director nominees receiving the highest number of
votes cast will be elected. The affirmative vote of a majority of the votes
cast by all shareholders entitled to vote at the meeting is required for the
election of Coopers & Lybrand as auditors. With respect to the election of the
director nominees and auditors, an abstention is counted only for purposes of
determining a quorum, but is not considered a vote cast. Therefore, an
abstention will not be included in the vote totals and will have no effect on
the outcome of the vote.
9
<PAGE>
3. PROPOSAL TO APPROVE THE STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(Item 3 on proxy card)
The Board of Directors has adopted, subject to shareholder approval, the H. J.
Heinz Company Stock Compensation Plan For Non-Employee Directors (the "Plan").
Under the Plan, each year as soon as practicable following the Company's
annual meeting of shareholders, the Company will award 200 shares of the
Company's Common Stock, par value $.25 per share (the "Common Stock") to each
member of the Board of Directors who is not an employee of the Company or of
any of its affiliates ("Non-Employee Director"). The total number of shares of
Common Stock that may be awarded under the Plan is limited to 50,000 shares.
SUMMARY OF THE PLAN
The full text of the Plan is set forth in Appendix A to this Proxy Statement
and should be referred to for a complete description of its provisions. This
summary of the Plan is qualified in its entirety by reference to the text of
the Plan.
PURPOSE
The purpose of the Plan is to advance the interests of the Company and its
shareholders by providing an additional means to attract and retain persons of
exceptional ability to serve as Non-Employee Directors. The Plan, through the
issuance of shares of the Company's Common Stock to each Non-Employee
Director, is expected to provide an additional incentive to such persons for
superior performance, and more closely align their interests with the other
shareholders of the Company.
COMMON STOCK AVAILABLE FOR AWARDS
Up to 50,000 shares of Common Stock may be awarded under the Plan, subject to
adjustment as provided in the Plan. The Common Stock awarded under the Plan
may be shares of the Company's authorized but unissued Common Stock or may be
shares of Common Stock reacquired by the Company and held in treasury.
ELIGIBILITY
Only an individual who is a Non-Employee Director shall be eligible to receive
awards under the Plan. Currently, there are eleven non-employee members of the
Board, each of whom is eligible to participate in the Plan.
AWARDS OF SHARES OF COMMON STOCK
The Plan provides that as soon as practicable following the annual meeting of
shareholders each year, each eligible director will receive an award of 200
shares of Common Stock. The value of the Common Stock granted to each Non-
Employee Director is additional compensation for services as a director of the
Company and shall be in addition to the annual retainers, the attendance fees
and other benefits described previously in this Proxy Statement under the
caption Board of Directors and Committees of the Board.
TRANSFERABILITY; UNSECURED INTEREST
No right under the Plan shall be transferable or otherwise subject to
anticipation, sale, assignment, pledge, encumbrance or charge except by will
or the law of descent and distribution. No Non-Employee Director or any other
person claiming under or through a Non-Employee Director shall have any right,
title or interest by reason of the Plan to any specific asset of the Company.
EFFECTIVE DATE; TERMINATION AND AMENDMENT
Subject to shareholder approval, the Plan became effective as of October 12,
1994, the date of its approval by the Board of Directors, and on such date
each Non-Employee Director of the Company was awarded 200 shares of Company
Stock under the Plan. No awards may be made under the Plan after October 31,
2004.
10
<PAGE>
The Plan is intended to comply with Rule 16b-3 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), as such Rule may be amended from
time to time ("Rule 16b-3"), and is, in particular, designed to preserve the
status of Non-Employee Directors as "disinterested persons" within the meaning
of Rule 16b-3. Accordingly, if any provision of the Plan would cause a Non-
Employee Director not to be a "disinterested person" or does not comply with
Rule 16b-3, such provision shall be construed or deemed amended to the extent
necessary to preserve such status or to conform to such requirements.
The Board of Directors may terminate the Plan or make such modifications or
amendments to the Plan as it shall deem advisable. The Board of Directors may
not, however, amend any provision of the Plan that specifies the persons who
may receive awards, the amount of shares of Common Stock to be awarded, or the
timing of awards, or is otherwise a "plan provision" within the meaning of
Rule 16b-3(c) (2)(ii) (B) under the Exchange Act, more often than once every
six months, other than to conform with changes in certain laws. In addition to
the foregoing limitations, the Board of Directors may not, without further
shareholder approval, (a) increase the number of shares of Common Stock which
may be awarded annually to each Non-Employee Director under the Plan, (b)
extend the term of the Plan, (c) change the eligibility requirements or (d)
make any other amendment that must be approved by the shareholders of the
Company pursuant to applicable law.
NEW PLAN BENEFITS
Set forth below are the total number of shares of Common Stock and the value
thereof which were awarded by the Board of Directors of the Company at its
October 12, 1994 meeting and are expected to be awarded in 1995 following the
Annual Meeting of Shareholders to the persons and groups identified:
<TABLE>
<CAPTION>
DOLLAR VALUE ($)
TOTAL NUMBER (AS OF JUNE 30,
PERSONS AND GROUPS OF SHARES 1995)
- ------------------ ------------ ----------------
<S> <C> <C>
All current Executive Officers as a Group,
including the persons named in the Summary
Compensation Table on page 12 Not Eligible N/A
All current Directors, not Executive Officers,
as a Group 4,200 $186,375
All Employees, not Executive Officers, as a
Group Not Eligible N/A
</TABLE>
Vote Required for Approval of the Stock Compensation Plan for Non-Employee
Directors
The Affirmative vote of a majority of the votes cast by all shareholders
entitled to vote at the meeting is required for adoption of the proposal. For
purposes of this proposal, abstentions, unlike broker "non-votes," are counted
in determining the total number of votes cast and, thus, have the effect of a
vote against the proposal.
The Board of Directors recommends that the shareholders vote "FOR" this
proposal. Proxies solicited by the Board of Directors will be so voted unless
shareholders specify to the contrary in their proxies
4. OTHER BUSINESS
The Board of Directors does not know of any other business to be presented at
the Annual Meeting of Shareholders. If any other matters properly come before
the meeting, however, it is intended that the persons named in the enclosed
form of proxy will vote the proxy in accordance with their best judgment.
11
<PAGE>
EXECUTIVE COMPENSATION
The following tables and accompanying text discuss the compensation paid to
the Company's Chairman, President and Chief Executive Officer and the
Company's four other most highly compensated executive officers. Under the
Securities and Exchange Commission's rules, Summary Compensation information
is required to be shown only for the years during which a person served as an
executive officer.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------- -------------------------------------
AWARDS (4) PAYOUTS
------------- ----------
LONG
OTHER SECURITIES TERM
NAME AND ANNUAL UNDERLYING INCENTIVE ALL OTHER
PRINCIPAL SALARY BONUS COMPENSATION OPTIONS PAYOUTS COMPENSATION
POSITION YEAR (1) ($) ($) ($)(2) (NO. AWARDED) ($)(5) ($)(6)
- --------------------- -------- -------- ---------- ------------ ------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
A. J. F. O'Reilly 1995 $645,891 $1,129,370 $199,179(3) -0- $ 250,000 $214,365
Chairman, 1994 524,290 228,096 142,418 750,000 823,740 186,357
President and CEO 1993 514,000 372,557 117,020 -0- 1,727,603 66,201
W. R. Johnson 1995 322,791 466,502 -- -0- 180,000 52,698
Senior Vice President 1994 291,955 66,240 -- 450,000 412,689 35,612
L. Ribolla 1995 329,408 466,502 -- 100,000 100,000 -0-
Senior Vice President 1994 325,976 99,360 -- 200,000 396,346 -0-
1993 324,677 84,015 -- -0- 676,271 -0-
W. C. Springer 1995 322,791 466,502 -- -0- 135,000 59,267
Senior Vice President 1994 301,772 90,480 -- 450,000 289,963 43,401
J. J. Bogdanovich 1995 313,860 466,502 -- -0- 100,000 272,239
Vice Chairman 1994 313,860 -0- 123,834 -0- 319,185 272,259
1993 313,860 162,288 140,949 -0- 508,647 143,992
</TABLE>
- ---------
(1) Messrs. Johnson and Springer became executive officers of the Company
during fiscal year 1994.
(2) Pursuant to the Securities and Exchange Commission's rules, perquisites
and other personal benefits which do not exceed the lesser of $50,000 or
10 percent of the named executive officer's salary and bonus are not
required to be disclosed.
(3) Includes $140,014 for personal financial counseling.
(4) No awards of restricted stock were made to the Chief Executive Officer or
any of the executive officers during the period covered by the Summary
Compensation Table.
(5) The Company's Long-Term Incentive Plan was terminated by the Board of
Directors. The amounts listed for fiscal year 1995 represent one-time
payments to liquidate all future claims for payment by the participating
executives.
(6) Includes for Dr. O'Reilly and Messrs. Johnson, Ribolla, Springer and
Bogdanovich, respectively, the following: (i) amounts contributed by the
Company under the Employees Retirement and Savings Plan, $110,613,
$47,521, $0, $55,213 and $33,347; (ii) amounts attributable to "split
dollar" life insurance provided by the Company, $51,947, $1,802, $0,
$2,484 and $0; and (iii) the portion of interest accrued (but not
currently paid or payable) on deferred compensation above 120% of the
applicable federal long-term rate, $51,805, $3,375, $0, $1,570 and
$238,892.
12
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table shows information with respect to grants of options to the
Chief Executive Officer and the other named executive officers in the 1995
fiscal year.
<TABLE>
<CAPTION>
GRANT
DATE
INDIVIDUAL GRANTS VALUE
- ------------------------------------------------------------- -------
PERCENT OF
NUMBER OF TOTAL
SHARES OPTIONS GRANT
UNDERLYING GRANTED TO DATE
OPTIONS EMPLOYEES EXERCISE PRESENT
GRANTED IN FISCAL PRICE EXPIRATION VALUE
NAME (#) YEAR ($/SHARE) DATE ($)(1)
- ----------------- ---------- ---------- --------- ---------- -------
<S> <C> <C> <C> <C> <C>
A. J. F. O'Reilly -0- N/A N/A N/A N/A
W. R. Johnson -0- N/A N/A N/A N/A
L. Ribolla 100,000 4.2% 36.75 11/11/04 784,000
W. C. Springer -0- N/A N/A N/A N/A
J. J. Bogdanovich -0- N/A N/A N/A N/A
</TABLE>
(1) The estimated grant date present value reflected in the above table is
determined using the modified Black-Scholes model. The material
assumptions and adjustments incorporated in the Black-Scholes model in
estimating the value of the options reflected in the above table include
the following:
. An exercise price on the option of $36.75, equal to the fair market
value of the underlying stock on the date of grant.
. An option term of ten years.
. An interest rate of 7.96% that represents the interest rate on a U.S.
Treasury security with a maturity date corresponding to that of the
option term.
. Volatility of 18.485% calculated using daily stock prices for the one-
year period prior to the grant date.
. Dividends at the rate of $1.44 per share representing the annualized
dividends paid with respect to a share of common stock at the date of
grant.
. Reductions of approximately 11.53% to reflect the probability of
forfeiture due to termination prior to vesting, and the probability of a
shortened option term due to termination of employment prior to the
option expiration date.
The ultimate values of the options will depend on the future market price of
the Company's stock, which cannot be forecast with reasonable accuracy. The
actual value, if any, an optionee will realize upon exercise of an option will
depend on the excess of the market value of the Company's common stock over
the exercise price on the date the option is exercised.
13
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN 1995 FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUE
The following table shows information with respect to the exercise of stock
options during 1995 by the Chief Executive Officer and each of the other named
executive officers and the value of unexercised options at fiscal year-end.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS
OPTIONS/SARS AT FY-END (#) AT FISCAL YEAR-END ($)(1)
--------------------------------- -------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------- ------------ ------------ -------------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
A. J. F. O'Reilly -0- $-0- 4,000,000(2) 750,000 $50,000,000 $6,937,500
W. R. Johnson -0- -0- 65,000 775,000 1,283,750 5,950,000
L. Ribolla -0- -0- 120,000 400,000 2,370,000 3,087,500
W. C. Springer -0- -0- 169,582 800,000 3,355,245 6,037,500
J. J. Bogdanovich -0- -0- 18,708 -0- 379,752 -0-
</TABLE>
(1) The "Value of Unexercised In-The-Money Options at Fiscal Year-End" is
equal to the fair market value of the shares underlying the options at May
3, 1995, less the exercise price, times the number of options.
(2) These options were exercised by Dr. O'Reilly on June 27, 1995.
LONG-TERM INCENTIVE PLAN--AWARDS IN 1995
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS
-------------------------------------
NUMBER OF PERFORMANCE OR
SHARES, UNITS OTHER PERIOD
OR OTHER UNTIL MATURATION THRESHOLD TARGET MAXIMUM
NAME RIGHTS (#) OR PAYOUT ($) ($) ($)
- ----------------- ------------- ---------------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
A. J. F. O'Reilly -0- N/A N/A N/A N/A
W. R. Johnson -0- N/A N/A N/A N/A
L. Ribolla -0- N/A N/A N/A N/A
W. C. Springer -0- N/A N/A N/A N/A
J. J. Bogdanovich -0- N/A N/A N/A N/A
</TABLE>
The Company's Long-Term Incentive Plan was terminated by the Board of
Directors of the Company in fiscal year 1995. Accordingly, no long-term
incentive awards were granted in fiscal year 1995.
RETIREMENT BENEFITS
All full-time salaried employees of the Company and certain of its domestic
divisions and subsidiaries who were hired before January 1, 1993 are provided
retirement benefits under the Employees Retirement System of the H.J. Heinz
Company (the "Retirement System") based on credited service to the Company as
of December 31, 1992 and the five-year average earnable compensation of the
employee as of December 31, 1992. In April 1992, the Board of Directors of the
Company amended the Retirement System to provide that no benefits would accrue
under this plan on or after January 1, 1993. For purposes of the Retirement
System, compensation includes salary and bonuses paid under the Company's
former Management Incentive Plan ("MIP"), but does not include deferred MIP
payments and deferred payments under the Company's former Long-Term Incentive
Plan ("LTIP"). The Retirement System has been noncontributory since 1968.
The Board of Directors, effective May 1, 1989, adopted a Supplemental
Executive Retirement Plan (the "SERP") which provides additional retirement
benefits for eligible executives, including Dr. O'Reilly and the executive
officers named in the Summary Compensation Table,
14
<PAGE>
who retire under the terms of the Retirement System. The SERP was adopted in
order to compensate eligible executives for reductions in the benefits
calculated under the Retirement System due to legislative and regulatory
limitations imposed on qualified plans. Subject to reduction as described
below, the benefit payable under the SERP is a lump sum equal to a multiple of
the employee's final average earnable compensation during any five of the last
ten years prior to the employee's retirement. The multiple used to calculate
benefits under the SERP is based on the participant's years of credited
service up to 35 years. Salary, bonus payments (including deferred payments)
and one-half of LTIP awards are included in the earnings base of participants.
The benefit payable under the SERP is reduced by (i) the lump sum benefit
payable under the Retirement System (whether or not the participant elects a
lump sum form of payment) and (ii) the value of the participant's age-related
Company contribution account under the Company's Employees Retirement and
Savings Plan and the Employees Retirement and Savings Excess Plan. All benefit
payments under the SERP after such reduction will be made by the Company
outside the qualified retirement plans.
Compensation for the fiscal year ended May 3, 1995, included in the earnings
base under the SERP for each of the executive officers named in the Summary
Compensation Table is as follows: A.J.F. O'Reilly $1,900,261, W. R. Johnson
$879,293, L. Ribolla $845,910, W. C. Springer $856,793 and J.J. Bogdanovich
$830,362. The following table shows the annual pension equivalent of the
estimated maximum retirement benefits payable to the above named executive
officers under the Company's qualified retirement plans and the SERP upon
normal retirement with the indicated number of credited years of service and
amount of eligible compensation. The amounts in the table are not subject to
reduction for Social Security.
<TABLE>
<CAPTION>
YEARS OF SERVICE
-------------------------------------------------------
AVERAGE EARNINGS
HIGH FIVE OF
LAST TEN YEARS
PRIOR TO RETIREMENT 15 20 25 30 35
- ------------------- -------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$ 800,000 $263,591 $307,523 $ 351,455 $ 395,387 $ 439,319
900,000 296,540 345,964 395,387 444,811 494,234
1,000,000 329,489 384,404 439,319 494,234 549,149
1,200,000 395,387 461,285 527,183 593,081 658,979
1,800,000 593,081 691,928 790,774 889,621 988,468
2,000,000 658,979 768,808 878,638 988,468 1,098,298
2,200,000 724,876 845,689 966,502 1,087,315 1,208,127
2,300,000 757,825 884,130 1,010,434 1,136,738 1,263,042
2,400,000 790,774 922,570 1,054,366 1,186,161 1,317,957
</TABLE>
As of May 3, 1995, the credited years of service under the Retirement System
and the SERP for Dr. O'Reilly and Messrs. Johnson, Ribolla, Springer and
Bogdanovich were, as rounded to the nearest full year, 26, 13, 28, 21, and 61
(35 for purposes of the SERP), respectively. An employee is credited with
years of service under the Retirement System for years worked beyond the
normal retirement date and prior to January 1, 1993.
REPORT OF THE MANAGEMENT DEVELOPMENT AND
COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Management Development and Compensation Committee (the "Committee"), which
is made up of six non-employee directors, oversees the administration of total
compensation for senior Company executives. Heinz executive compensation
programs are designed to provide payment for performance of assigned
accountabilities and achievement of pre-determined goals which contribute to
corporate earnings, thereby enhancing shareholder value. Goals for the
executive officers are established by the Committee.
COMPONENTS OF COMPENSATION
The Company's executive compensation program has three components: base
salary, annual incentive awards, and stock options.
15
<PAGE>
The Committee periodically compares total compensation levels for the
Company's senior executives to the compensation paid to executives of a peer
group of companies (the "Peer Group"). The Peer Group is comprised of 22
leading international consumer products companies which are similar to the
Company in terms of sales, assets, and total stock market capitalization. The
chosen "Peer Group" includes 10 of the 13 companies which comprise the
Standard & Poor's Foods Group Index in the Performance Graphs on pages 18 and
19. The Committee believes that the Peer Group represents the Company's most
direct competitors for executive talent. It is the same group of companies
with which the Company previously compared its executive compensation.
As needed, the Committee calls upon Hewitt Associates, an independent
compensation consultant, for consultation and survey information related to
executive compensation.
BASE SALARY
While the objective of the Company's base salary policy is to provide a base
salary at a median level when compared with base salaries of the Peer Group,
base salaries of the Company's executive officers have recently been at or
below the minimum of the salary range, which is below the median base salaries
of executive officers of the Peer Group of companies. With the termination in
Fiscal Year 1995 of the Long Term Incentive Plan (the "LTIP"), long-term award
opportunities which were payable annually on achievement of consecutive three-
year performance cycles were eliminated. Consequently, to attract and retain
highly qualified executives, base salaries of the Chief Executive Officer and
the executive officers were or will be increased during the current fiscal year
to levels closer to the median level of the Peer Group. This will result in an
average salary rate of $338,500 for the executive officers other than Dr.
O'Reilly. On April 1, 1995, Dr. O'Reilly's annual salary rate was increased to
$738,400 per year. The increase brings Dr. O'Reilly's base salary closer to the
median of chief executive officers of the Peer Group and recognizes his
leadership in the effective restructuring of the Company's worldwide portfolio
of businesses. That restructuring included the investment of over $2 billion in
acquisitions and over $600 million in divestitures since Fiscal Year 1992.
ANNUAL INCENTIVE
Annual incentives were paid for the first time in Fiscal Year 1995 to the
executive officers, senior management and large groups of salaried employees
around the world under the Incentive Compensation Plan which was approved by
the shareholders last year. The Incentive Compensation Plan replaced the
Management Incentive Plan (the "MIP") and the LTIP which were terminated in
Fiscal Year 1995. The Incentive Compensation Plan was designed to focus Heinz
management on clear performance measures which can be closely identified with
the creation of shareholder value such as earnings per share for the World
Headquarters of the corporation and operating income for the business units.
These were the performance measures used in Fiscal Year 1995.
Annual incentive awards under the Incentive Compensation Plan are intended to
reward key executives for achieving targeted levels of performance by
providing annual awards which, when added to base salary, produce total cash
compensation at or slightly above the 75th percentile of total cash
compensation of the Peer Group. The maximum award for outstanding performance
which exceeds targeted levels of performance is intended to provide annual
awards which, when added to base salary, produce total cash compensation at
approximately the 90th percentile of the Peer Group.
Achievement for Fiscal Year 1995 exceeded by 1.3% the challenging earnings per
share target approved by the Committee at the beginning of the fiscal year.
Dr. O'Reilly's award was $1,129,370 and is included in the column headed
"Bonus" in the Summary Compensation Table on page 12. All awards to other
executive officers are paid on the same basis as Dr. O'Reilly, i.e. increased
earnings per share.
16
<PAGE>
LONG-TERM INCENTIVES
The LTIP was terminated in Fiscal Year 1995 to simplify the incentive programs
for senior management. At the time the LTIP was terminated the potential
existed for participants to earn and receive payments for the three year
cycles which would have ended in Fiscal Year 1995 and Fiscal Year 1996. The
Committee, therefore, approved one-time payments to liquidate all future
claims for payment by participating executives in consideration of a full
release of any obligation to make such payments. Dr. O'Reilly received a
payment of $250,000 shown in the column headed "Long Term Incentive Payouts"
in the Summary Compensation Table on page 12. His payment was determined on
the same basis as the other executive officers. In establishing the amount of
each payment the Committee took into consideration the total award potential
for the cycle if the pre-established goals should be attained; progress toward
the attainment of those goals during fiscal years already completed and
estimates of prospective performance during the remainder of each cycle. The
Committee is satisfied that the payments to Dr. O'Reilly and other executive
officers fairly eliminated any future claims against the Company under the
LTIP. All officers executed the required release.
STOCK OPTIONS
The Committee reaffirms its belief that stock options should continue to be a
major part of the Company's executive compensation program. Stock options
emphasize the objective of increasing shareholder value and encouraging share
ownership for management in
accordance with established guidelines. Since a grant was made to Dr. O'Reilly
in Fiscal Year 1994, no grants were made to him during Fiscal Year 1995. This
follows long-standing stock option grant procedures which provide for annual
stock option reviews for the worldwide management group excluding the senior
officers who receive larger grants on an intermittent basis. One executive
officer received a grant in Fiscal Year 1995 as shown on page 13. These grants
are generally restricted as to exercise for a period of at least three years
from the date of the grant.
TAX DEDUCTIBILITY OF EXECUTIVE INCOME
Section 162(m) of the Internal Revenue Code ("Section 162(m)") generally
limits the corporate tax deduction for compensation paid to the executive
officers named in the Summary Compensation Table on page 12 to $1,000,000,
unless certain requirements are met. The Committee has carefully considered
the impact of this tax code provision and intends to take such action as may
be required to preserve the Company's tax deduction to the extent consistent
with the Company's compensation policies. In particular, the Committee sought
and obtained shareholder approval of the Incentive Compensation Plan and the
1994 Stock Option Plan, as required to qualify compensation paid under these
plans for deductibility under Section 162(m). The Company stock option plans
and the Incentive Compensation Plan all comply with the requirements of
Sections 162(m). Accordingly, all payments made to the covered executive
officers qualify for the corporate tax deduction.
The Committee believes these executive compensation policies and programs
effectively serve the interests of shareholders and the Company and are
appropriately balanced to provide increased motivation for executives to
contribute to the Company's future success.
<TABLE>
<S> <C>
HERMAN J. SCHMIDT, Chairman RICHARD M. CYERT
WILLIAM P. SNYDER III SAMUEL C. JOHNSON
ELEANOR B. SHELDON DONALD R. KEOUGH
</TABLE>
17
<PAGE>
PERFORMANCE GRAPH--FIVE YEARS (1990-1995)
The following graph compares the cumulative total shareholder return on the
Company's Common Stock over the five preceding fiscal years with the
cumulative total shareholder return on the Standard & Poor's Foods Group Index
and the return on the Standard & Poor's 500 Stock Index, assuming an
investment of $100 in each of the above at their closing prices on May 2, 1990
and reinvestment of dividends.
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG H. J. HEINZ, S&P 500 INDEX AND S&P FOODS INDEX
<CAPTION>
Measurement period
(Fiscal year Covered) H. J. HEINZ S&P 500 S&P FOODS
- --------------------- ----------- ------- ---------
<S> <C> <C> <C>
Measurement PT -
5/2/90 $100 $100 $100
FYE 5/2/91 $124 $118 $135
FYE 5/2/92 $122 $131 $142
FYE 5/2/93 $124 $144 $149
FYE 5/2/94 $118 $152 $147
FYE 5/2/95 $156 $179 $186
</TABLE>
18
<PAGE>
PERFORMANCE GRAPH--15 YEARS (1980-1995)
The following graph compares the cumulative shareholder return on the
Company's Common Stock over the 15 preceding fiscal years with the cumulative
total shareholder return on the Standard & Poor's Foods Group Index and the
return on the Standard & Poor's 500 Stock Index, assuming an investment of
$100 in each of the above at their closing prices on April 30, 1980 and
reinvestment of dividends. Dr. O'Reilly has served as Chief Executive Officer
of the Company since July 1, 1979 (the entire 15-year period) and served as
President and Chief Operating Officer of the Company from June 1973 through
June 30, 1979.
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG H. J. HEINZ, S&P 500 INDEX AND S&P FOODS INDEX
<CAPTION>
Measurement period
(Fiscal year Covered) H. J. HEINZ S&P 500 S&P FOODS
- --------------------- ----------- ------- ---------
<S> <C> <C> <C>
Measurement PT -
4/30/80 $ 100 $100 $ 100
FYE 4/30/81 $ 150 $132 $ 133
FYE 4/30/82 $ 190 $123 $ 154
FYE 4/30/83 $ 262 $177 $ 210
FYE 4/30/84 $ 316 $184 $ 243
FYE 4/30/85 $ 439 $210 $ 318
FYE 4/30/86 $ 792 $286 $ 567
FYE 4/30/87 $ 828 $354 $ 701
FYE 4/30/88 $ 831 $337 $ 717
FYE 4/30/89 $1033 $403 $1011
FYE 4/30/90 $1320 $449 $1142
FYE 4/30/91 $1625 $523 $1527
FYE 4/30/92 $1586 $579 $1598
FYE 4/30/93 $1602 $628 $1669
FYE 4/30/94 $1518 $660 $1634
FYE 4/30/95 $1985 $774 $2056
</TABLE>
ADDITIONAL INFORMATION
TRANSACTIONS WITH BENEFICIAL SHAREHOLDERS
From time to time the Company and certain of its subsidiaries transact
business with Mellon Bank, N.A. ("Mellon Bank"). Mellon Bank's holdings of the
Company's Common Stock are shown under the heading "Security Ownership of
Certain Beneficial Owners" on page 2 of this Proxy Statement. During the
period from April 28, 1994 through June 30, 1995, the Company paid
approximately $150,000 in commitment fees to Mellon Bank under unsecured lines
of credit.
The Company has agreed to assist the Howard Heinz Endowment, the Vira I. Heinz
Endowment, the Heinz Family Foundation and certain Heinz family trusts (the
"Selling Shareholders") in diversifying their investment portfolios; and as a
result, will file a registration statement with the Securities and Exchange
Commission to facilitate the sale of a portion of
19
<PAGE>
the Selling Shareholders' holdings of Common Stock in the Company through an
underwritten secondary offering. This offering of up to $700 million
(approximately 13.5 million shares) will be made by means of a prospectus only
and is expected to occur in August 1995. The Howard Heinz Endowment
beneficially owns more than five percent of the Common Stock of the Company
and is shown under the heading "Security Ownership of Certain Beneficial
Owners" on page 2 of this Proxy Statement (a "5% Beneficial Owner"). Mrs.
Teresa Heinz and two officers of Mellon Bank are Chairperson and Chief
Executive Officer and directors, respectively, of the Howard Heinz Endowment.
Mrs. Heinz and Mellon Bank are 5% Beneficial Owners of the Company's Common
Stock. Mrs. Heinz is Chairperson and Chief Executive Officer of the Heinz
Family Foundation and is a director of the Vira I. Heinz Endowment. An officer
of Mellon Bank is a director of the Vira I. Heinz Endowment. Mrs. Heinz and
Mellon Bank are trustees of the Heinz family trusts included as Selling
Shareholders.
DIRECTOR AND OFFICER SECURITIES REPORTS
The federal securities laws require the Company's Directors and Officers, and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file with the Securities and Exchange Commission and the
New York Stock Exchange initial reports of ownership and reports of changes in
ownership of any securities of the Company.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended May 3, 1995, all the
Company's Officers, Directors and greater-than-ten-percent beneficial owners
made all required filings.
SHAREHOLDER PROPOSALS
Proposals of shareholders to be presented at the 1996 Annual Meeting of
Shareholders must be received by the Secretary of the Company by April 5, 1996
to be considered for inclusion in the Company's Proxy Statement and form of
proxy relating to that meeting. It is anticipated that the 1996 Annual Meeting
will be scheduled for Tuesday, September 10, 1996.
PROXY
The enclosed proxy includes all shares held in your name as of July 17, 1995,
according to the Company's stockholder records, including the number of full
shares, if any, that were purchased for you through Mellon Bank, N.A. pursuant
to the Company's Automatic Dividend Reinvestment Service for Shareholders.
ANNUAL REPORT
The Annual Report to Shareholders covering the Company's fiscal year ended May
3, 1995 has been mailed together with the proxy solicitation material. The
Annual Report does not form any part of the material for the solicitation of
proxies.
Benjamin E. Thomas, Jr.
Secretary
Dated: August 3, 1995
20
<PAGE>
APPENDIX A
[LOGO OF H. J.HEINZ CO.]
H. J. HEINZ COMPANY STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purpose
The purpose of the H. J. Heinz Company Stock Compensation Plan for Non-Employee
Directors (this "Plan") is to advance the interests of H. J. Heinz Company and
its shareholders by providing an additional means to attract and retain persons
of exceptional ability to serve as Non-employee Directors, by providing an
additional incentive to such persons for superior performance, and more closely
aligning their interests with those of other shareholders.
2. Definitions
Unless the context clearly indicates otherwise, the following terms when used
in this Plan shall have the meanings set forth in this section:
a. "Board of Directors" shall mean the Board of Directors of the Corporation.
b. "Corporation" shall mean H. J. Heinz Company, a Pennsylvania corporation,
or its successor.
c. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
d. "Non-employee Director" shall mean any member of the Board of Directors
who is not an employee of the Corporation or of any of its affiliates.
e. "Common Stock" shall mean shares of common stock of the Corporation, $.25
par value per share, as the same may from time to time be adjusted pursuant
to Section 6.
3. Shares of Common Stock to be Awarded Under this Plan
Subject to adjustment, as provided in Section 6, the aggregate number of shares
of Common Stock that may be awarded under this Plan shall not exceed 50,000
shares. Common Stock awarded pursuant to this Plan may be shares of the
Corporation's authorized but unissued Common Stock or may be shares of Common
Stock reacquired by the Corporation and held in treasury.
4. Eligibility
Only Non-employee Directors shall be eligible to receive awards of shares of
Common Stock under this Plan.
5. Awards of Shares of Common Stock
As soon as practicable following the annual meeting of shareholders each year,
the Corporation shall deliver 200 shares of Common Stock to each person who is
a new or continuing Non-employee Director as of such meeting. Such shares of
Common Stock shall be additional compensation to each Non-employee Director for
his or her services as a director, being in addition to any retainer,
attendance or other fees or expenses.
A-1
<PAGE>
6. Adjustments
In the event of any reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, issuance of rights or
any other change in the capital structure of the Corporation, the number and
kind of shares of Common Stock or other securities or property to be awarded
hereunder shall be equitably adjusted to reflect the occurrence of such event;
provided, however, that no adjustment shall be made except as shall be
necessary to preserve, rather than enlarge, the value of future awards under
this Plan.
7. General Provisions
a. No Non-employee Director or other person claiming under or through a Non-
employee Director shall have any right, title or interest by reason of this
Plan to any particular assets of the Corporation. The Corporation shall not
be required to establish any fund or make any other segregation of assets to
assure the award of shares of Common Stock hereunder.
b. No right under this Plan shall be transferable or otherwise subject to
anticipation, sale, assignment, pledge, encumbrance or charge except by will
or the law of descent and distribution.
c. Notwithstanding any other provision of this Plan, the Corporation shall
not be required to award or deliver any certificate for shares of Common
Stock under this Plan prior to fulfillment of all of the following
conditions:
1. Any required listing or approval or notice of issuance of such shares on
any securities exchange on which the Common stock may then be traded;
2. Any registration or other qualification of such shares under any state
or federal law or regulation or other qualification which the Board of
Directors shall upon the advice of counsel deem necessary or advisable; or
3. The obtaining of any other required consent or approval or permit from
any state or federal government agency.
d. In no event shall the Corporation be required to issue a fractional share
hereunder.
e. The issuance of shares of Common Stock under this Plan shall be subject to
any applicable taxes or other laws or regulations of the United States of
America and any state or local authority having jurisdiction thereover.
f. If any provision of this Plan would cause a Non-employee Director not to
be a "disinterested person" within the meaning of Rule 16b-3 under the
Exchange Act as then applicable to any employee benefit plan of the
Corporation, or if such provision does not comply with the requirements of
Rule 16b-3 as then applicable to an award of shares hereunder, such provision
shall be construed or deemed amended to the extent necessary to preserve such
Non-employee Director's status as a "disinterested person" or to conform to
such requirements.
g. Unless a Non-employee Director could otherwise transfer shares awarded
hereunder without incurring liability under Section 16(b) of the Exchange
Act, such shares shall be held by the Corporation for at least six months
from the date of award.
8. Effective Date; Termination and Amendment
a. The effective date of the Plan* is October 12, 1994, the date of its
approval by the Board of Directors. No awards may be made after October 31,
2004.
A-2
<PAGE>
b. The Board of Directors may terminate this Plan or make such modifications
or amendments to this Plan as it may deem advisable; provided, however, that
the Board of Directors may not:
1. amend any Plan provision that specifies the persons who may receive
awards, the amount of shares to be awarded, or the timing of awards, or is
otherwise a "plan provision" within the meaning of Rule 16b-3(c)(2)(ii)(B)
under the Exchange Act, more often than once every six months, other than
to conform with changes in the Internal Revenue Code of 1986, as amended,
the Employee Retirement Income Security Act of 1974, as amended, Section 16
of the Exchange Act, or the rules and regulations issued under any of the
foregoing; and
2. amend this Plan without the affirmative vote of the holders of a
majority of the shares of Common Stock entitled to vote either in person or
by proxy at a duly constituted meeting of the shareholders of the
Corporation for any of the following purposes:
(i) increase the number of shares of Common Stock which may be awarded
annually to each Non-employee Director under this Plan;
(ii) extend the term of this Plan;
(iii) modify the requirements as to eligibility to receive awards of
shares of Common Stock under this Plan; or
(iv) make any other amendment to this Plan for which approval by the
shareholders of the Corporation is required pursuant to this Plan or any
law or rule applicable thereto.
- --------
* Subject to shareholder approval.
A-3
<PAGE>
(Cut along dotted line)
...............................................................................
Ticket Request
If you plan to attend the Annual Meeting of Shareholders at 2:00 P.M. on
Tuesday, September 12, 1995 at Heinz Hall for the Performing Arts in
Pittsburgh, this form should be used to request an admission ticket. Please
complete the form by printing or typing your name and address. If your
request is received by September 1, 1995 an admission ticket will be sent to
you. All other admission tickets will be provided beginning at 1:00 P.M. at
the check-in desk for the meeting (Doors to the meeting will not open before
1:00 P.M.). The envelope provided for the return of your proxy card should
also be used to return this form.
Note: If your shares are not registered in your own name, please advise the
shareholder of record (i.e., your bank, broker, trustee, etc.) that
you wish to attend the meeting and request that the registered owner
provide you with evidence of your stock ownership. This documentation
will enable you to gain admittance to the meeting.
I plan to attend the meeting.
Name
-----------------------------------------------------------------------------
Street Address
-----------------------------------------------------------------------------
City
-----------------------------------------------------------------------------
State Zip Code
-----------------------------------------------------------------------------
PLEASE PRINT OR TYPE
<PAGE>
H.J. HEINZ COMPANY
This Proxy is Solicited on Behalf of the Board of Directors
ANTHONY J.F. O'REILLY, LAWRENCE J. McCABE and DAVID R. WILLIAMS are, and each
of them is, hereby appointed and authorized to represent the undersigned at the
Annual Meeting of Shareholders of H.J. Heinz Company to be held at Heinz Hall
for the Performing Arts, located at 600 Penn Avenue, Pittsburgh, Pennsylvania on
Tuesday, September 12, 1995, at 2:00 P.M., and at any adjournments thereof, and
to vote the number of shares of Common Stock, that the undersigned would be
entitled to vote if personally present on all proposals coming before the
meeting, which are more fully described in the Proxy Statement relating to such
Annual Meeting, in the manner specified and on any other business that may
properly come before the meeting.
Please Sign and Date on the Reverse Side and Return the Proxy Card Promptly
Using the Enclosed Envelope.
FOLD AND DETACH HERE
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR"
THE ELECTION OF ALL NOMINEES FOR ELECTION AS DIRECTORS, THE ELECTION OF
AUDITORS AND THE APPROVAL OF THE COMPANY'S STOCK COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES FOR ELECTION
AS DIRECTORS AND PROPOSALS 2 AND 3.
ELECTION OF DIRECTORS
For all nineteen WITHHOLD
nominees unless AUTHORITY
otherwise directed to vote for all
to the right nominees
[_] [_]
NOMINEES: A.J.F. O'Reilly, W.P. Snyder III, J.J. Bogdanovich, H.J. Schmidt,
A. Lippert, E.B. Sheldon, R.M. Cyert, S.C. Johnson, D.W. Sculley, D.R. Keough,
S.D. Wiley, L.J. McCabe, D.R. Williams, L. Ribolla, N.F. Brady, W.R. Johnson,
W.C. Springer, E.E. Holiday and T.S. Foley
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- ----------------------------------------------------------------------------
2. Election of auditors.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. Approve the Company's
Stock Compensation
Plan for Non Employee Directors
FOR AGAINST ABSTAIN
[_] [_] [_]
4. In their discretion, upon such other matters as may properly come before
the meeting.
Dated: , 1995
-----------------------
- -----------------------------------
- -----------------------------------
Signature of Shareholder(s)
(This Proxy Must be Signed Exactly as Name(s) Appears Hereon)
Executors, administrators, trustees, etc. should give full title as such.
If the shareholder is a corporation, please give full corporate name and
signature of a duly authorized officer.
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA PROCESSING EQUIPMENT WILL RECORD
YOUR VOTES"
FOLD AND DETACH HERE
[LOGO OF H.J. HEINZ CO.]
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE AND SIGN THE ABOVE PROXY
CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
<PAGE>
H.J. HEINZ COMPANY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
ANTHONY J.F. O'REILLY, LAWRENCE J. McCABE and DAVID R. WILLIAMS are, and
each of them is, hereby appointed and authorized to represent the undersigned
at the Annual Meeting of Shareholders of H.J. Heinz Company to be held at
Heinz Hall for the Performing Arts, located at 600 Penn Avenue, Pittsburgh,
Pennsylvania on Tuesday, September 12, 1995, at 2:00 P.M., and at any
adjournments thereof, and to vote the number of shares of Third Cumulative
Preferred Stock, $1.70 First Series, that the undersigned would be entitled
to vote if personally present on all proposals coming before the meeting,
which are more fully described in the Proxy Statement relating to such Annual
Meeting, in the manner specified and on any other business that may properly
come before the meeting.
PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
FOLD AND DETACH HERE
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR"
THE ELECTION OF ALL NOMINEES FOR ELECTION AS DIRECTORS, THE ELECTION OF
AUDITORS AND THE APPROVAL OF THE COMPANY'S STOCK COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES FOR ELECTION
AS DIRECTORS AND PROPOSALS 2 AND 3.
ELECTION OF DIRECTORS
For all nineteen WITHHOLD
nominees unless AUTHORITY
otherwise directed to vote for all
to the right nominees
[_] [_]
NOMINEES: A.J.F. O'Reilly, W.P. Snyder III, J.J. Bogdanovich, H.J. Schmidt,
A. Lippert, E.B. Sheldon, R.M. Cyert, S.C. Johnson, D.W. Sculley, D.R. Keough,
S.D. Wiley, L.J. McCabe, D.R. Williams, L. Ribolla, N.F. Brady, W.R. Johnson,
W.C. Springer, E.E. Holiday and T.S. Foley
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- ----------------------------------------------------------------------------
2. Election of auditors.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. Approve the Company's
Stock Compensation
Plan for Non Employee Directors
FOR AGAINST ABSTAIN
[_] [_] [_]
4. In their discretion, upon such other matters as may properly come before
the meeting.
Dated: , 1995
-----------------------
- -----------------------------------
- -----------------------------------
Signature of Shareholder(s)
(This Proxy Must be Signed Exactly as Name(s) Appears Hereon)
Executors, administrators, trustees, etc. should give full title as such.
If the shareholder is a corporation, please give full corporate name and
signature of a duly authorized officer.
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA PROCESSING EQUIPMENT WILL RECORD
YOUR VOTES"
FOLD AND DETACH HERE
[LOGO OF H.J. HEINZ CO.]
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE AND SIGN THE ABOVE PROXY
CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
