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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
H.J. Heinz Company
(Name of Issuer)
Common Stock, $.25 par value
(Title of Class of Securities)
423074-10-3
(CUSIP Number)
Paul J. Bschorr, Esq.
Dewey Ballantine
1301 Avenue of the Americas
New York, NY 10019
(Phone: 212-529-8000)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices an Communications)
September 7, 1995
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 4 Pages
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CUSIP No. 423074-10-03 13D Page 2 of 4 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Teresa Heinz
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
18,672,490
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
18,672,490
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,672,490
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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The Schedule 13D of Teresa Heinz, as amended by Amendment Nos. 1 through
6, is hereby amended as follows:
Item 4. Purpose of Transaction.
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The first paragraph of Item 4 is hereby amended and restated
as follows:
"The undersigned as co-executor of an estate, co-trustee of
ten trusts, Chairperson and Chief Executive Officer or director of
three nonprofit corporations is the beneficial owner of 18,672,490
shares of Common Stock. Such shares were given to such trusts or
nonprofit corporations or transferred to such estate upon death and no
consideration was paid for them. On August 24, 1995 certain of such
entities closed a public offering of an aggregate of 12,750,000 shares
of Common Stock at a purchase price of $41.125 per share (net of
underwriters' discounts and commissions) (the "purchase price per
share"). On September 7, 1995, the underwriters of such public offering
exercised their over-allotment option and purchased an additional
1,768,100 shares of Common Stock at the purchase price per share. The
remaining 18,672,490 shares of Common Stock held by the undersigned in
such estate, trusts and nonprofit organizations are held for investment,
although the investments in the Issuer by each of such entities will be
periodically reviewed and at any time the amount of such investments may
be increased or decreased."
Item 5. Interest in Securities of the Issuer.
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The first and second paragraphs of Item 5 are hereby amended
and restated as follows:
"(a) The undersigned beneficially owns 18,672,490 shares of
Common Stock which is 7.6% of the outstanding 246,239,778 shares of
Common Stock which are believed to be the total number of shares
outstanding on the date hereof.
(b) The undersigned has shared voting and dispositive power
with respect to 18,672,490 shares of Common Stock."
Page 3 of 4 Pages
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this
Statement is true, complete and correct.
/s/ Teresa Heinz
--------------------------------
Teresa Heinz
Dated: September 12, 1995
Page 4 of 4 Pages
