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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
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 8 Pages
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CUSIP No. 423074-10-03 13D Page 2 of 8 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
20,440,590
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
20,440,590
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,440,590
12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
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 5, is
hereby amended as follows:
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated as follows:
"Not Applicable."
Item 4. Purpose of Transaction.
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 20,440,590 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 remaining 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.
Item 5 is hereby amended and restated in its entirety as follows:
"(a) The undersigned beneficially owns 20,440,590 shares of Common
Stock which is 8.3% 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 20,440,590 shares of Common Stock.
The identity of each person with which the undersigned shares voting
and dispositive power is as follows:
Page 3 of 8 Pages
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Frank V. Cahouet (Chairman and CEO of Mellon Bank, N.A.)
4700 One Mellon Bank Center
Pittsburgh, PA 15258-0001
Citizenship: United States
Julie H. Finley (community volunteer)
3221 Woodland Drive
Washington, D.C. 20008
Citizenship: United States
Rose Gibson (assistant secretary)
Heinz Family Foundation
110 Doray Drive
Pittsburgh, PA 15237
Citizenship: United States
A. Lawrence Groo (investments)
Lawrence Groo & Co. Inc.
540 Madison Avenue
New York, NY 10022
Citizenship: United States
Andre T. Heinz (design consultant)
3322 O Street, N.W.
Washington, D.C. 20007
Citizenship: United States
Christopher D. Heinz (student)
1950 Squaw Run Road
Pittsburgh, PA 15238
Citizenship: United States
H. John Heinz IV (artisan/sculptor)
7 Hulbert Avenue
Nantucket, MA 02554
Citizenship: United States
Howard M. Love (retired)
500 Grant Street
Suite 2108
Pittsburgh, PA 15217
Citizenship: United States
Wendy Mackenzie (philanthropist)
829 Park Avenue
Page 4 of 8 Pages
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New York, NY 10021
Citizenship: United States
Joan D. McCauley (philanthropist)
2750 Vallejo Street
San Francisco, CA 94123
Citizenship: United States
Singer Rankin (writer)
Route 9, Box 70A
Santa Fe, New Mexico 87505
Citizenship: United States
William H. Rea (retired)
Stoney Lonesome Farm, R.D. #1
Stahlstown, PA 15687
Citizenship: United States
Dolores Senanis
(administrative assistant to Teresa Heinz)
1201 Pennsylvania Avenue, N.W.
Suite 619
Washington, D.C. 20004
Citizenship: United States
Linda K. Smith, Esq. (attorney)
709 College Street
Beloit, WI 53511
Citizenship: United States
John R. Taylor
(director of investment policy)
Heinz Family Office
3200 CNG Tower
625 Liberty Avenue
Pittsburgh, PA 15222
Citizenship: United States
James M. Walton (investments)
Room 3902
525 William Penn Place
Pittsburgh, PA 15219
Citizenship: United States
Page 5 of 8 Pages
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S. Donald Wiley (lawyer, director of the Issuer, retired
Senior Vice President, General Counsel and Secretary of
the Issuer)
H.J. Heinz Company (multinational food processing
company)
P.O. Box 57
Pittsburgh, PA 15230
Citizenship: United States
Wren Wirth (president)
Winslow Foundation
(charitable foundation)
1425 21st Street N.W.
Washington, D.C. 20036
Citizenship: United States
Mellon Bank, N.A., a national banking association
(domestic and international commercial banking, retail
banking and trust services)
One Mellon Bank Center
Pittsburgh, PA 15258
None of the above persons has during the last five years (1) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (2) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which proceeding it
or he was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(c) The undersigned has not effected any transaction in shares of
Common Stock during the sixty day period preceding the date of this Statement
except for the transaction described in Item 4 above.
(d) The shares of Common Stock held by the estate, trusts and nonprofit
corporations described above as beneficially owned by the undersigned are held
by her in fiduciary capacities for the benefit of beneficiaries of the estate,
trusts or charities, which persons in some cases, have the right to receive
dividends on, or the proceeds from the disposition of, the Common Stock so held.
No person has the right to receive dividends or direct the proceeds from 5% or
more of the outstanding Common Stock held by the above persons except for Mellon
Bank, N.A., which has the right to receive dividends on the shares it holds in
various capacities in unrelated accounts.
Page 6 of 8 Pages
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(e) Not applicable."
Page 7 of 8 Pages
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SIGNATURE
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: August 30, 1995
Page 8 of 8 Pages
