<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
H.J. Heinz Company
(Name of Issuer)
Common Stock, $.25 par value
(Title of Class of Securities)
423074-10-3
(CUSIP Number)
Paul J. Bschorr, Esq.
Dewey Ballantine
1301 Avenue of the Americas
New York, NY 10019
(Phone: 212-259-8000)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 24, 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 19 Pages
<PAGE>
Page 2 of 19 Pages
13D
1: NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Howard Heinz Endowment
2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x]
(b)[ ]
3: SEC USE ONLY
4: SOURCE OF FUNDS*
N/A
5: CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6: CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7: SOLE VOTING POWER
8,663,231
8: SHARED VOTING POWER
-0-
9: SOLE DISPOSITIVE POWER
8,663,231
10: SHARED DISPOSITIVE POWER
-0-
11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,663,231
12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/*/[ ]
13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14: TYPE OF REPORTING PERSON/*/
CO
/*/ SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 19 Pages
13D
1: NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vira I. Heinz Endowment
2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP/*/ (a)[x]
(b)[ ]
3: SEC USE ONLY
4: SOURCE OF FUNDS/*/
N/A
5: CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6: CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7: SOLE VOTING POWER
4,367,460
8: SHARED VOTING POWER
-0-
9: SOLE DISPOSITIVE POWER
4,367,460
10: SHARED DISPOSITIVE POWER
-0-
11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,367,460
12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/*/[ ]
13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
14: TYPE OF REPORTING PERSON/*/
CO
/*/ SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 19 Pages
13D
1: NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heinz Family Foundation
2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP/*/ (a)[x]
(b)[ ]
3: SEC USE ONLY
4: SOURCE OF FUNDS/*/
N/A
5: CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6: CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7: SOLE VOTING POWER
485,922
8: SHARED VOTING POWER
-0-
9: SOLE DISPOSITIVE POWER
485,922
10: SHARED DISPOSITIVE POWER
-0-
11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
485,922
12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/*/[ ]
13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
14: TYPE OF REPORTING PERSON/*/
CO
/*/ SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 19 Pages
13D
1: NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. John Heinz III Revocable Trust No. 1
2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP/*/ (a)[x]
(b)[ ]
3: SEC USE ONLY
4: SOURCE OF FUNDS/*/
N/A
5: CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6: CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7: SOLE VOTING POWER
1,883,639
8: SHARED VOTING POWER
-0-
9: SOLE DISPOSITIVE POWER
1,883,639
10: SHARED DISPOSITIVE POWER
-0-
11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,883,639
12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/*/[ ]
13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.8%
14: TYPE OF REPORTING PERSON/*/
OO
/*/ SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 19 Pages
13D
1: NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. John Heinz III Descendants' Trust (No. 1)
2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP/*/ (a)[x]
(b)[ ]
3: SEC USE ONLY
4: SOURCE OF FUNDS/*/
N/A
5: CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6: CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7: SOLE VOTING POWER
-0-
8: SHARED VOTING POWER
-0-
9: SOLE DISPOSITIVE POWER
-0-
10: SHARED DISPOSITIVE POWER
-0-
11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/*/[ ]
SEE INSTRUCTIONS BEFORE FILLING OUT!
13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14: TYPE OF REPORTING PERSON/*/
OO
/*/ SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 19 Pages
13D
1: NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H.J. Heinz II Charitable and Family Trust
2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP/*/ (a)[x]
(b)[ ]
3: SEC USE ONLY
4: SOURCE OF FUNDS/*/
N/A
5: CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6: CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7: SOLE VOTING POWER
2,197,000
8: SHARED VOTING POWER
-0-
9: SOLE DISPOSITIVE POWER
2,197,000
10: SHARED DISPOSITIVE POWER
-0-
11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,197,000
12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/*/
13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.9%
14: TYPE OF REPORTING PERSON/*/
OO
/*/ SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 19 Pages
13D
1: NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H.J. Heinz II Family Trust
2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP/*/ (a)[x]
(b)[ ]
3: SEC USE ONLY
4: SOURCE OF FUNDS/*/
N/A
5: CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6: CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7: SOLE VOTING POWER
1,729,724
8: SHARED VOTING POWER
-0-
9: SOLE DISPOSITIVE POWER
1,729,724
10: SHARED DISPOSITIVE POWER
-0-
11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,729,724
12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/*/
13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.7%
14: TYPE OF REPORTING PERSON/*/
OO
/*/ SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The joint Schedule 13D dated June 22, 1995, as amended pursuant to
Amendment No. 1 to such Schedule 13D dated July 27, 1995 of the Howard Heinz
Endowment, the Vira I. Heinz Endowment, the Heinz Family Foundation, the H. John
Heinz III Revocable Trust No. 1, the H. John Heinz III Descendants' Trust (No.
1), the H.J. Heinz II Charitable and Family Trust and the H.J. Heinz II Family
Trust is hereby amended as follows:
Item 4. Purpose of Transaction.
The first three paragraphs of Item 4 are hereby amended and restated
as follows:
"On August 24, 1995, the Group closed a public offering of an
aggregate of 12,750,000 shares at a purchase price of $41.125 per share (net of
underwriters' discounts and commissions). Since the members of the Group have
achieved their goal of selling a portion of their shares in order to diversify
their investments, the Group is dissolving effective the date hereof."
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated as follows:
"The Howard Heinz Endowment beneficially owns 8,663,231 shares of
Common Stock which is 3.5% of the 246,239,778 shares of Common Stock which are
believed to be the total number of shares outstanding on the date hereof. The
beneficial ownership interest of each of the directors and executive officers of
the Howard Heinz Endowment is described on Exhibit A and is incorporated by
reference herein.
The Vira I. Heinz Endowment beneficially owns 4,367,460 shares of
Common Stock which is 1.77% of the 246,239,778 outstanding shares. The
beneficial ownership interest of each of the directors and executive officers of
the Vira I. Heinz Endowment is described on Exhibit B and is incorporated by
reference herein.
The Foundation beneficially owns 485,922 shares of Common Stock which
is 0.2% of the 246,239,778 outstanding shares. The beneficial ownership
interest of each of the directors and executive officers of the Foundation is
described on Exhibit C and is incorporated by reference herein.
The Revocable Trust beneficially owns 1,883,639 shares of Common Stock
which is 0.8% of the 246,239,778 outstanding shares. The beneficial ownership
interest of each of the trustees of the Revocable Trust is described on Exhibit
D and is incorporated by reference herein.
The Descendants' Trust does not beneficially own any shares of Common
Stock. The beneficial ownership interest of each of the trustees of the
Descendants' Trust is described on Exhibit E and is incorporated by reference
herein.
The Charitable and Family Trust beneficially owns 2,197,000 shares of
Common Stock which is 0.9% of the 246,239,778 outstanding shares. The
beneficial ownership interest of each of the trustees of the Charitable and
Family Trust is described on Exhibit H and is incorporated by reference herein.
The Family Trust beneficially owns 1,729,724 shares of Common Stock
which is 0.7% of the 246,239,778 outstanding shares. The beneficial ownership
interest of each of the trustees of the Family Trust is described on Exhibit I
and is incorporated by reference herein.
----------------------
Page 9 of 19 Pages
<PAGE>
The Group owns 19,326,976 shares of Common Stock which is 7.9% of the
246,239,778 shares outstanding as set forth in the Issuer's most recently
available filing with the Securities and Exchange Commission."
Item 5(b) is hereby amended and restated as follows:
"The voting and dispositive power of each member of the Group is as
set forth below, and the voting and dispositive power of each director,
executive officer, and trustee of the members of the Group is described on
Exhibit A-E and H-I and is incorporated by reference herein:
<TABLE>
<CAPTION>
Shared Shared
Sole Vote Vote Sole Disposition Disposition
--------- ------ ---------------- -----------
<S> <C> <C> <C> <C>
Howard Heinz Endowment 8,663,231 -0- 8,663,231 -0-
Vira I. Heinz Endowment 4,367,460 -0- 4,367,460 -0-
Foundation 485,922 -0- 485,922 -0-
Recoverable Trust 1,883,639 -0- 1,883,639 -0-
Descendants' Trust -0- -0- -0- -0-
Charitable and Family Trust 2,197,000 -0- 2,197,000 -0-
Family Trust 1,729,724 -0- 1,729,724 -0-"
</TABLE>
Item 5(c) is hereby amended and restated as follows:
"Except as described in Item 4 hereof, no member of the Group has
effected any transaction in shares of Common Stock during the sixty day period
preceding the date of this Statement. Information on transactions by each of
the directors, executive officers, and trustees of each member of the Group is
described on Exhibit A-E and H-I and is incorporated by reference herein."
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding the following new paragraph at the
end thereof:
"Exhibit J, which appears on page [ ] of this Schedule 13D, contains
a copy of the amended agreement of the Group and the Issuer regarding the terms
of the proposed public offering (see Exhibit G hereto)."
Page 10 of 19 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned hereby certifies that the information set forth in this
Statement is true, complete and correct.
Dated August 28, 1995
HOWARD HEINZ ENDOWMENT
By: /s/ Jack E. Kime
--------------------------------
Name: Jack E. Kime
Title: Chief Financial Officer
VIRA I. HEINZ ENDOWMENT
By: /s/ Jack E. Kime
--------------------------------
Name: Jack E. Kime
Title: Chief Financial Officer
HEINZ FAMILY FOUNDATION
By: /s/ Jack E. Kime
--------------------------------
Name: Jack E. Kime
Title: Chief Financial Officer
H. JOHN HEINZ III REVOCABLE TRUST NO. 1
By: /s/ W.B. Ouzts
--------------------------------
Name: W.B. Ouzts
Title: First Vice President of Mellon Bank,
N.A. Co-Trustee
Page 11 of 19 Pages
<PAGE>
H. JOHN HEINZ III DESCENDANTS' TRUST
(NO. 1)
By: /s/ W.B. Ouzts
--------------------------------
Name: W.B. Ouzts
Title: First Vice President of Mellon Bank,
N.A. Co-Trustee
H.J. HEINZ II CHARITABLE AND FAMILY
TRUST
By: /s/ W.B. Ouzts
--------------------------------
Name: W.B. Ouzts
Title: First Vice President of Mellon Bank,
N.A. Co-Trustee
H.J. HEINZ II FAMILY TRUST
By: /s/ W.B. Ouzts
--------------------------------
Name: W.B. Ouzts
Title: First Vice President of Mellon
Bank, N.A. Co-Trustee
Page 12 of 19 Pages
<PAGE>
The third paragraph of Exhibit A is hereby amended and restated as
follows:
"(1) Mrs. Teresa Heinz has shared voting and dispositive power with
respect to 4,367,460 shares of Common Stock as a director of the Vira I. Heinz
Endowment (1.8% of the outstanding Common Stock); has shared voting and
dispositive power with respect to 345,999 shares of Common Stock as co-executor
of the Estate of Henry John Heinz III (the "Estate") (0.1% of the outstanding
Common Stock); has sole voting and dispositive power with respect to 485,922
shares of Common Stock that are held by the Foundation (0.2% of the outstanding
Common Stock); has shared voting and dispositive power with respect to 1,883,639
shares of Common Stock that are held by the Revocable Trust (0.8% of the
outstanding Common Stock); has shared voting and dispositive power with respect
to 2,197,000 shares of Common Stock that are held by the Charitable and Family
Trust (0.9% of the outstanding Common Stock); has shared voting and dispositive
power with respect to 1,729,724 shares of Common Stock that are held by the
Family Trust (0.7% of the outstanding Common Stock); and has shared voting and
dispositive power with respect to 767,615 shares of Common Stock that are held
by seven trusts (0.3% of the outstanding Common Stock)."
The sixth and seventh paragraph of Exhibit A are hereby amended and
restated as follows:
"(4) Mr. Rea has shared voting and dispositive power with respect to
4,367,460 shares of Common Stock as a director of the Vira I. Heinz Endowment
(1.8% of the outstanding Common Stock); and has shared voting and dispositive
power with respect to 655,804 shares of Common Stock that are held in a private
foundation (0.3% of the outstanding Common Stock).
(5) As of March 31, 1995, Mellon Bank Corporation and its subsidiaries
(one of which, Mellon Bank, N.A., has appointed Ms. Robinson as a director of
the Howard Heinz Endowment) had sole voting power over 2,603,000 shares of
Common Stock (1.1% of the outstanding Common Stock); shared voting power over
14,944,000 shares of Common Stock (6.1% of the outstanding Common Stock); sole
dispositive power over 17,170,000 shares of Common Stock (7.0% of the
outstanding Common Stock); and shared dispositive power over 16,043,000 shares
of Common Stock (6.5% of the outstanding Common Stock)."
The eighth paragraph of Exhibit A is hereby amended by adding the
following between the name, citizenship, address and present principal
occupation of Linda K. Smith and James M. Walton:
"John Taylor
(Director, Investment Policy,
Heinz Family Office)
3200 CNG Tower
625 Liberty Avenue
Pittsburgh, PA 15222
Citizenship: United States"
Page 13 of 19 Pages
<PAGE>
The fourth paragraph of Exhibit D is hereby amended and restated as
follows:
"Set forth below are the numbers of shares purchased and sold by Mellon
Bank, N.A. during the last 60 days, broken down on a weekly basis:
<TABLE>
<CAPTION>
Purchased Sold
--------- ------
<S> <C> <C>
Week of June 19 48,900 33,700
Week of June 26 81,900 12,300
Week of July 3 28,700 11,400
Week of July 10 7,100 29,985
Week of July 17 346,300 11,350
Week of July 24 46,475 58,204
Week of July 31 19,350 24,950
Week of August 7 3,500 900
</TABLE>
Page 14 of 19 Pages
<PAGE>
The third paragraph of Exhibit E is hereby amended and restated as follows:
"Ms. Dolores Senanis has shared voting and dispositive power with
respect to 345,999 shares of Common Stock as co-executor of the Estate (0.1% of
the outstanding Common Stock); has shared voting and dispositive power with
respect to 535,827 shares of Common Stock held in thirteen trusts (0.2% of the
outstanding Common Stock); and has sole voting and dispositive power with
respect to 1,550 shares of Common Stock (less than 0.1% of the outstanding
Common Stock)."
Page 15 of 19 Pages
<PAGE>
The first paragraph of Exhibit H is hereby amended by adding the
following to the end thereof:
"John Taylor"
The fourth paragraph of Exhibit H is hereby amended and restated as
follows:
"(1) Mr. A. Lawrence Groo has shared voting and dispositive power with
respect to 324,000 shares of Common Stock that are held in 4 trusts (0.1% of the
outstanding Common Stock).
(2) Mr. John Taylor is not the beneficial owner of any shares of
Common Stock."
Page 16 of 19 Pages
<PAGE>
A new Exhibit J is hereby added as follows:
"EXHIBIT J
August 2, 1995
H.J. Heinz Company
600 Grant Street
Pittsburgh, PA 15219
Dear Sirs:
This letter amendment ("Amendment") amends the Agreement for
Registration of Common Stock (the "Agreement"), dated June 22, 1995, among
H.J. Heinz Company, a Pennsylvania corporation (the "Company"), and Howard
Heinz Endowment, Vira I. Heinz Endowment, Heinz Family Foundation, H.J. Heinz
III Revocable Trust No. 1 and H. John Heinz III Descendants' Trust (No. 1) as
follows:
1. The definitions of "Selling Shareholders" and "Selling
Shareholder" set forth in the preamble to the Agreement are hereby amended by
adding thereto the following additional parties who are signatories to this
Amendment, namely: H.J. Heinz II Family Trust and H.J. Heinz II Charitable
and Family Trust (together, the "Additional Selling Shareholders"; and each
an "Additional Selling Shareholder").
2. The Additional Selling Shareholders, together, and each
Additional Selling Shareholder, individually, shall be entitled to the
benefit of, and hereby undertake and agree to be bound by, each and every
provision of the Agreement that inures to the benefit of, or is binding upon,
as the case may be, the Selling Shareholders and each Selling Shareholder
under the Agreement, to the same extent as if each Additional Selling
Shareholder had been a party to the Agreement as of June 22, 1995, the date
of its execution.
3. The Company and each of the Selling Shareholders (as defined
in this Amendment) hereby agree that the second sentence of Section 3(a) of
the Agreement is hereby amended to read as follows: "The Offering shall be
made only through an underwriting syndicate co-managed by Dillon, Read & Co.
Inc., Lazard Freres & Co. LLC and Merrill Lynch & Co., of which Dillon, Read
& Co. Inc. and Lazard Freres & Co. LLC shall be and be deemed to be, co-lead
underwriters with such specific and shared authority and responsibility
(including joint control of the order books) as shall be agreed upon between
such co-lead underwriters, consistent with the best interests of the Company
and the Selling Shareholders, respectively; and it is further agreed (and it
shall be a condition to the obligation of the parties to complete the
Offering) that both co-lead underwriters and also Merrill Lynch & Co., as a
co-manager, must be signatories to the Underwriting Agreement to be entered
into with the underwriters."
Page 17 of 19 Pages
<PAGE>
If the foregoing correctly states the mutual understanding with
respect to amendment of the Agreement, please countersign and return a copy
of this Amendment to the undersigned.
Very truly yours,
HOWARD HEINZ ENDOWMENT
By: /s/ Teresa Heinz
-----------------------------------------
Name: Teresa Heinz
Title: Chairman and Chief Executive Officer
VIRA I. HEINZ ENDOWMENT
By: /s/ William H. 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 18 of 19 Pages
<PAGE>
H.J. HEINZ II FAMILY TRUST
By: /s/ Teresa Heinz
-----------------------------------------
Name: Teresa Heinz
Title: Trustee
H.J. HEINZ II CHARITABLE AND FAMILY TRUST
By: /s/ Teresa Heinz
-----------------------------------------
Name: Teresa Heinz
Title: Trustee
Confirmed and Agreed:
H.J. HEINZ COMPANY
By: /s/ David Williams
---------------------------------
Name: David R. Williams
Title: Senior Vice President - Finance
and Chief Financial Officer "
Page 19 of 19 Pages
