<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
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)
June 22, 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 [X]. (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 53 Pages
<PAGE>
CUSIP No. 423074-10-3 13D Page 2 of 53 Pages
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
15,063,231
8: SHARED VOTING POWER
-0-
9: SOLE DISPOSITIVE POWER
15,063,231
10: SHARED DISPOSITIVE POWER
-0-
11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,063,231
12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14: TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 423074-10-3 13D Page 3 of 53 Pages
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
7,567,460
8: SHARED VOTING POWER
-0-
9: SOLE DISPOSITIVE POWER
7,567,460
10: SHARED DISPOSITIVE POWER
-0-
11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,567,460
12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
14: TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 423074-10-3 13D Page 4 of 53 Pages
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
735,922
8: SHARED VOTING POWER
-0-
9: SOLE DISPOSITIVE POWER
735,922
10: SHARED DISPOSITIVE POWER
-0-
11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
735,922
12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3%
14: TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 423074-10-3 13D Page 5 of 53 Pages
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
3,158,639
8: SHARED VOTING POWER
-0-
9: SOLE DISPOSITIVE POWER
3,158,639
10: SHARED DISPOSITIVE POWER
-0-
11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,158,639
12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14: TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 423074-10-3 13D Page 6 of 53 Pages
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
625,000
8: SHARED VOTING POWER
-0-
9: SOLE DISPOSITIVE POWER
625,000
10: SHARED DISPOSITIVE POWER
-0-
11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
625,000
12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3%
14: TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Statement relates to shares of Common Stock, par value $.25 per
share, of H.J. Heinz Company (the "Issuer"), 600 Grant Street, Pittsburgh,
Pennsylvania 15219 (hereinafter referred to as the "Common Stock").
Item 2. Identity and Background
This statement is being filed by a group comprised of the Howard Heinz
Endowment, the Vira I. Heinz Endowment, the Heinz Family Foundation (the
"Foundation"), the H. John Heinz III Revocable Trust No. 1 (the "Revocable
Trust") and the H. John Heinz III Descendants' Trust (No. 1) (the "Descendants'
Trust" and together with the Howard Heinz Endowment, the Vira I. Heinz
Endowment, the Foundation and the Revocable Trust, the "Group").
Howard Heinz Endowment
- ----------------------
(a) A person included within the Group filing this Statement is the Howard
Heinz Endowment.
(b) The business address of the Howard Heinz Endowment is 30 CNG Tower,
Pittsburgh, Pennsylvania 15222. The name and business address of each director
and executive officer of the Howard Heinz Endowment is set forth on Exhibit A
and is incorporated by reference herein.
(c) The Howard Heinz Endowment is a charitable grant-making private
foundation. The present principal occupation of each director and executive
officer of the Howard Heinz Endowment is set forth on Exhibit A and is
incorporated by reference herein.
(d) Neither the Howard Heinz Endowment nor any of its directors or
executive officers has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither the Howard Heinz Endowment nor any of its directors or
executive officers has, during the last five years, 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.
(f) The Howard Heinz Endowment is a nonprofit corporation organized under
the laws of the State of Pennsylvania. The citizenship of each director and
executive officer of the Howard Heinz Endowment is set forth on Exhibit A and is
incorporated by reference herein.
Vira I. Heinz Endowment
- -----------------------
(a) A person included within the Group filing this Statement is the Vira I.
Heinz Endowment.
(b) The business address of the Vira I. Heinz Endowment is 30 CNG Tower,
Pittsburgh, Pennsylvania 15222. The name and business address of each
director and executive officer of the Vira I. Heinz Endowment is set forth on
Exhibit B and is incorporated by reference herein.
(c) The Vira I. Heinz Endowment is a charitable grant-making private
foundation. The present principal occupation of each director and executive
officer of the Vira I. Heinz Endowment is set forth on Exhibit B and is
incorporated by reference herein.
Page 7 of 53 Pages
<PAGE>
(d) Neither the Vira I. Heinz Endowment nor any of its directors or
executive officers has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither the Vira I. Heinz Endowment nor any of its directors or
executive officers has, during the last five years, 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 prohibitions or mandating
activities subject to federal or state securities laws or finding any violation
with respect to such laws.
(f) The Vira I. Heinz Endowment is a nonprofit corporation organized under
the laws of the State of Pennsylvania. The citizenship of each director and
executive officer of the Vira I. Heinz Endowment is set forth on Exhibit B and
is incorporated by reference herein.
The Foundation
- --------------
(a) A person included within the Group filing this Statement is the
Foundation.
(b) The business address of the Foundation is 3200 CNG Tower, Pittsburgh,
Pennsylvania 15222. The name and business address of each director and
executive officer of the Foundation is set forth on Exhibit C and is
incorporated by reference herein.
(c) The Foundation is a charitable grant-making private foundation. The
present principal occupation of each director and executive officer of the
Foundation is set forth on Exhibit C and is incorporated by reference herein.
(d) Neither the Foundation nor any of its directors and executive officers
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) Neither the Foundation nor any of its directors or executive officers
has, during the last five years, 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 prohibitions or mandating activities subject
to federal or state securities laws or finding any violation with respect to
such laws.
(f) The Foundation is a nonprofit corporation organized under the laws of
the State of Pennsylvania. The citizenship of each director or executive
officer of the Foundation is set forth on Exhibit C and is incorporated by
reference herein.
The Revocable Trust
- -------------------
(a) A person included within the group filing this Statement is the
Revocable Trust.
(b) The business address of the Revocable Trust is Three Mellon Bank
Center, Room 4000, Pittsburgh, Pennsylvania 15259-0001. Attention: W.B.Ouzts.
The name and business address of each of the trustees of the Revocable Trust is
set forth on Exhibit D and is incorporated by reference herein.
(c) The Revocable Trust is a trust established for the purpose of serving
as a private trust to hold and invest funds for the benefit of certain related
individuals and charities. The present principal occupation of each trustee of
the Revocable Trust is set forth on Exhibit D and is incorporated by reference
herein.
Page 8 of 53 Pages
<PAGE>
(d) Neither the Revocable Trust nor any of its trustees has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither the Revocable Trust nor any of its trustees has, during the
last five years, 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 prohibition or mandating activities subject to federal or
state securities laws or finding any violation with respect to such laws.
(f) The Revocable Trust is a trust organized under the laws of the State of
Pennsylvania. The citizenship of each trustee of the Revocable Trust is set
forth on Exhibit D and is incorporated by reference herein.
The Descendants' Trust
- ----------------------
(a) A person included within the group filing this Statement is the
Descendants' Trust.
(b) The business address of the Descendants' Trust is Three Mellon Bank
Center, Room 4000, Pittsburgh, Pennsylvania 15259-0001. Attention: W.B.Ouzts.
The name and business address of each of the trustees of the Descendants' Trust
is set forth on Exhibit E and is incorporated by reference herein.
(c) The Descendants' Trust is a trust established for the purpose of
serving as a private trust to hold and invest funds for the benefit of certain
related individuals. The present principal occupation of each trustee of the
Descendants' Trust is set forth on Exhibit E and is incorporated by reference
herein.
(d) Neither the Descendants' Trust nor any of its trustees has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither the Descendants' Trust nor any of its trustees has, during the
last five years, 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 prohibition or mandating activities subject to federal or
state securities laws or finding any violation with respect to such laws.
(f) The Descendants' Trust is a trust organized under the laws of the State
of Pennsylvania. The citizenship of each trustee of the Descendants' Trust is
set forth on Exhibit E and is incorporated by reference herein.
Item 3. Source and Amount of Funds or Other Consideration.
N/A
Page 9 of 53 Pages
<PAGE>
Item 4. Purpose of Transaction.
The shares of the Common Stock held by the members of the Group are held
for investment. The members of the Group have determined to work together to
explore means of selling a portion of their shares of the Common Stock in order
to diversify their investments.
The members of the Group and the Issuer have reached an agreement to
undertake an underwritten secondary offering of up to approximately 13.5 million
shares of the Issuer's Common Stock. The offering is expected to take place
during the third calendar quarter of 1995.
While the members of the Group have no other present plans or proposals
which relate to or would result in the acquisition or disposition by any person
of a material amount of securities of the Issuer, the investments in the Issuer
by the members of the Group will be periodically reviewed and at any time the
amount of such investments may be increased or decreased.
The shares of Common Stock beneficially owned by the directors, executive
officers and trustees of the members of the Group in the trusts and nonprofit
corporations described in Exhibits A through E herein are held for investment.
While the directors, executive officers and trustees of the members of the Group
have no other present plans or proposals which relate to or would result in the
acquisition or disposition by any person of a material amount of securities of
the Issuer, the investments in the Issuer by such trusts and nonprofit
corporations will be periodically reviewed and at any time the amount of such
investments may be increased or decreased.
Other than as set forth above, none of the members of the Group nor any
individuals or entities listed in Exhibits A through E hereto has at the present
time any plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;/1/
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of the
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition or control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
- ----------
/1/ In connection with the settlement of the Estate of H. John Heinz III,
certain shares of Common Stock will be transferred through the Revocable Trust
to certain other trusts.
Page 10 of 53 Pages
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) The Howard Heinz Endowment beneficially owns 15,063,231 shares of
Common Stock which is 6.2% of the 243,494,218 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 7,567,460 shares of
Common Stock which is 3.1% of the 243,494,218 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 735,922 shares of Common Stock which
is 0.3% of the 243,494,218 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 3,158,639 shares of Common Stock
which is 1.3% of the 243,494,218 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 beneficially owns 625,000 shares of Common
Stock which is 0.3% of the 243,494,218 outstanding shares. 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 Group owns 27,150,252 shares of Common Stock which is 11.2% of the
243,494,218 shares outstanding as set forth in the Issuer's most recently
available filing with the Securities and Exchange Commission.
(b) 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
Exhibits A-E and is incorporated by reference herein:
Page 11 of 53 Pages
<PAGE>
<TABLE>
<CAPTION>
Sole Vote Shared Vote Sole Disposition Shared Disposition
---------- ----------- ---------------- ------------------
<S> <C> <C> <C> <C>
Howard Heinz 15,063,231 -0- 15,063,231 -0-
Endowment
Vira I. Heinz 7,567,460 -0- 7,567,460 -0-
Endowment
Foundation 735,922 -0- 735,922 -0-
Revocable Trust 3,158,639 -0- 3,158,639 -0-
Descendants' Trust 625,000 -0- 625,000 -0-
</TABLE>
(c) 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 through Exhibit E
and is incorporated by reference herein.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as set forth in Item 4 hereof, no member of the Group nor any
director, executive officer, or trustee thereof is aware of any contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the Issuer, including but not limited to transfer or voting of
any of the shares of Common Stock, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
EXHIBIT 99.A, which appears on pages 15-18 of this Schedule 13D,
contains the name, citizenship, office, residence or business address, present
principal occupation, beneficial ownership in the securities of the Issuer and
voting and dispositive power of each director and executive officer of the
Howard Heinz Endowment.
EXHIBIT 99.B, which appears on pages 19-20 of this Schedule 13D,
contains the name, citizenship, office, residence or business address, present
principal occupation, beneficial ownership in the securities of the Issuer and
voting and dispositive power of each director and executive officer of the Vira
I. Heinz Endowment.
EXHIBIT 99.C, which appears on page 21 of this Schedule 13D, contains
the name, citizenship, office, residence or business address, present principal
occupation, beneficial ownership in the securities of the Issuer and voting and
dispositive power of each director and executive officer of the Foundation.
EXHIBIT 99.D, which appears on page 22 of this Schedule 13D, contains
the name, citizenship, office, residence or business address, present principal
occupation, beneficial ownership in the securities of the Issuer and voting and
dispositive power of each trustee of the Revocable Trust.
Page 12 of 53 Pages
<PAGE>
EXHIBIT 99.E, which appears on page 23 of this Schedule 13D, contains
the name, citizenship, office, residence or business address, present principal
occupation, beneficial ownership in the securities of the Issuer and voting and
dispositive power of each trustee of the Descendants' Trust.
EXHIBIT 99.F, which appears on pages 24-25 of this Schedule 13D,
contains a copy of the Joint Filing Agreement among the members of the Group.
EXHIBIT 99.G, which appears on pages 26-53 of this Schedule 13D,
contains a copy of the agreement among the members of the Group and the Issuer
regarding the terms of the proposed public offering described in Item 4 hereof.
Page 13 of 53 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 June 22, 1995
HOWARD HEINZ ENDOWMENT
By: /s/ Teresa Heinz
---------------------------------------
Name: Teresa Heinz
Title: Chairperson and Chief
Executive Officer
VIRA I. HEINZ ENDOWMENT
By: /s/ James M. Walton
---------------------------------------
Name: James M. Walton
Title: Chairman
HEINZ FAMILY FOUNDATION
By: /s/ Teresa Heinz
---------------------------------------
Name: Teresa Heinz
Title: Chairperson and Chief Executive
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
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
Page 14 of 53 Pages
<PAGE>
EXHIBIT 99.A
HOWARD HEINZ ENDOWMENT
Set forth below are the names, citizenship, residence or business addresses and
present principal occupation or employment and the principal business and
address of any corporation or other organization in which such employment is
conducted, in each case with respect to each director and executive officer of
the Howard Heinz Endowment:
Teresa Heinz (philanthropist)
Chairperson and Chief Executive Officer
1201 Pennsylvania Avenue N.W.
Suite 619
Washington, DC 20004
Citizenship: United States
H. John Heinz IV (artisan/sculptor)
7 Hulbert Avenue
Nantucket, MA 02554
Citizenship: United States
Jack E. Kime
Chief Financial Officer
30 CNG Tower
Pittsburgh, PA 15222
Citizenship: United States
Howard M. Love (retired)
500 Grant Street
Suite 2108
Pittsburgh, PA 15217
Citizenship: United States
William H. Rea (retired)
Stoneylonesome Farm, R.D. #1
Stahlstown, PA 15687
Citizenship: United States
Frank V. Cahouet (Chairman and
CEO of Mellon Bank, N.A.)
4700 One Mellon Bank Center
Pittsburgh, PA 15258-0001
Citizenship: United States
Page 15 of 53 Pages
<PAGE>
Barbara K. Robinson (Vice President
Mellon Bank Corporation)*
Three Mellon Bank Center, 40th Floor
Pittsburgh, PA 15259-0001
Citizenship: United States
Frank Tugwell
Executive Director
30 CNG Tower
Pittsburgh, PA 15222
Citizenship: United States
Set forth below is the beneficial ownership of shares of Common Stock
of each of the directors and executive officers of the Howard Heinz Endowment,
in addition to their respective shared voting power and shared dispositive power
with respect to shares of Common Stock held by the Howard Heinz Endowment:
(1) Mrs. Teresa Heinz has shared voting and dispositive power with
respect to 7,567,460 shares of Common Stock as a director of the Vira I. Heinz
Endowment (3.1% of the outstanding Common Stock); has shared voting and
dispositive power with respect to 365,137 shares of Common Stock as co-executor
of the Estate of Henry John Heinz III (the "Estate") (0.2% of the outstanding
Common Stock); has sole voting and dispositive power with respect to 735,922
shares of Common Stock that are held by the Foundation (0.3% of the outstanding
Common Stock); has shared voting and dispositive power with respect to 3,158,639
shares of Common Stock that are held by the Revocable Trust (1.3% of the
outstanding Common Stock); has shared voting and dispositive power with respect
to 625,000 shares of Common Stock that are held by the Descendants' Trust (0.3%
of the outstanding Common Stock); and has shared voting and dispositive power
with respect to 5,633,840 shares of Common Stock that are held by nine trusts
(2.3% of the outstanding Common Stock).
(2) Mr. H.J. Heinz IV has shared voting and dispositive power with
respect to 2,200 shares of Common Stock held in one trust (less than 0.1% of the
outstanding Common Stock).
(3) Neither Mr. Kime, Mr. Love, Mr. Cahouet, Ms. Robinson, nor Mr.
Tugwell is the beneficial owner of any shares of Common Stock.
(4) Mr. Rea has shared voting and dispositive power with respect to
7,567,460 shares of Common Stock as a director of the Vira I. Heinz Endowment
(3.1% 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 (7.1% of the
outstanding Common Stock); and shared dispositive power over 16,043,000 shares
of Common Stock (6.6% of the outstanding Common Stock).
The co-fiduciaries referred to in paragraphs (1), (4) and (5) that are
executive officers, directors or trustees of the members of the Group are Rose
Gibson, Andre T. Heinz, Jeffrey R. Lewis, Wendy
- ----------
* Designated by Mellon Bank, N.A.
Page 16 of 53 Pages
<PAGE>
Mackenzie, Joan D. McCauley, John T. Ryan, Dolores Senanis, James M. Walton, S.
Donald Wiley and Mellon Bank, N.A. Information with respect to these co-
fiduciaries not otherwise contained herein is set forth below:
Ms. Rose Gibson (assistant secretary)
Heinz Family Foundation
110 Doray Drive
Pittsburgh, PA 15237
Citizenship: United States
Andre T. Heinz (design consultant)
3322 O Street, N.W.
Washington, DC 20007
Citizenship: United States
Jeffrey R. Lewis (executive director and
chief operating officer)
Heinz Family Foundation
5851 Upton Street
McLean, VA 22101
Citizenship: United States
Wendy Mackenzie (philanthropist)
829 Park Avenue
New York, New York 10021
Citizenship: United States
Joan D. McCauley (philanthropist)
2750 Vallejo Street
San Francisco, CA 94123
Citizenship: United States
John T. Ryan (retired chairman of the board)
Mine Safety Appliance Co.
(manufacturer of safety equipment)
121 Gamma Drive
Pittsburgh, Pennsylvania 15238
Citizenship: United States
Dolores Senanis
(administrative assistant to Teresa Heinz)
1201 Pennsylvania Avenue N.W.
Suite 619
Washington, DC 20004
Citizenship: United States
James M. Walton (investments)
Room 3902
525 William Penn Place
Pittsburgh, Pennsylvania 15219
Citizenship: United States
Page 17 of 53 Pages
<PAGE>
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, Pennsylvania 15230
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, Pennsylvania 15258
None of the directors or executive officers of the Howard Heinz
Endowment has effected any transaction in shares of Common Stock during the
sixty day period preceding the date of this Statement.
The shares of Common Stock held by the directors and executive officers
are held by them for the benefit of beneficiaries of the members of the Group
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 proceeds from 5% or more of the outstanding Common
Stock held by such directors and executive officers.
Page 18 of 53 Pages
<PAGE>
EXHIBIT 99.B
VIRA I. HEINZ ENDOWMENT
Set forth below are the names, citizenship, residence or business
addresses and present principle occupation or employment and the principal
business and address of any corporation or other organization in which such
employment is conducted, in each case with respect to each executive officer and
director of the Vira I. Heinz Endowment (other than the name, such information
is provided below only if it does not appear elsewhere herein):
James M. Walton
Chairman
Teresa Heinz
Andre T. Heinz
Jack E. Kime
Chief Financial Officer
Wendy Mackenzie
William H. Rea
John T. Ryan
Frank Tugwell
Executive Director
S. Donald Wiley
Barbara K. Robinson*
Set forth below is the beneficial ownership of shares of Common Stock of
each of the directors and executive officers of the Vira I. Heinz Endowment,
unless such information appears elsewhere herein, in addition to their
respective shared voting power and shared dispositive power with respect to
shares of Common Stock of the Vira I. Heinz Endowment:
(1) Mr. James M. Walton has sole voting and dispositive power with
respect to 2,000 shares of Common Stock (less than 0.1% of the outstanding
Common Stock).
(2) Mr. Andre T. Heinz has shared voting and dispositive power with
respect to 2,200 shares of Common Stock held in one trust (less than 0.1% of
the outstanding Common Stock).
(3) Ms. Wendy Mackenzie is not the beneficial owner of any shares of
Common Stock.
- ----------
* Appointed by Mellon Bank, N.A.
Page 19 of 53 Pages
<PAGE>
(4) Mr. John T. Ryan has sole voting and dispositive power over 3,600
shares of Common Stock (less than 0.1% of the outstanding Common Stock).
(5) Mr. S. Donald Wiley has shared voting and dispositive power with
respect to 1,555,100 shares of Common Stock that are held in two trusts
(0.6% of the outstanding Common Stock); and has sole voting and dispositive
power with respect to 148,133 shares of Common Stock (0.1% of the
outstanding Common Stock).
No director or executive officer has effected any transaction in shares of
Common Stock during the sixty day period preceding the date of this Statement.
The shares of Common Stock held by the directors and executive officers are
held by them for the benefit of beneficiaries of the members of the Group 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 proceeds from 5% or more of the outstanding Common Stock
held by such directors and executive officers.
Page 20 of 53 Pages
<PAGE>
EXHIBIT 99.C
HEINZ FAMILY FOUNDATION
Set forth below are the names, citizenship, residence or business addresses and
present principal occupation or employment and the principal business and
address of any corporation or other organization in which such employment is
conducted, in each case with respect to each executive officer and director of
the Foundation (other than the name, such information is provided below only if
it does not appear elsewhere herein):
Teresa Heinz
Chairperson and Chief Executive Officer
Rose Gibson
Assistant Secretary
Jack E. Kime
Chief Financial Officer
Jeffrey Lewis
Executive Director and Chief Operating Officer
Wendy MacKenzie
Secretary
Joan D. McCauley
S. Donald Wiley
Treasurer
Set forth below is the beneficial ownership of shares of Common Stock of
each of the executive officers and directors of the Foundation, unless such
information appears elsewhere herein:
(1) Ms. Rose Gibson has sole voting and dispositive power with respect to
254 shares of Common Stock (less than 0.1% of the outstanding Common Stock).
(2) Mr. Jeffrey Lewis is not the beneficial owner of any shares of Common
Stock.
(3) Ms. Joan D. McCauley has sole voting and dispositive power with respect
to 200 shares of Common Stock (less than 0.1% of the outstanding Common Stock).
None of the directors or executive officers of the Foundation has effected
any transaction in shares of Common Stock during the sixty day period preceding
the date of this Statement.
The shares of Common Stock held by the directors and executive officers are
held by them for the benefit of beneficiaries of the members of the Group 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 proceeds from 5% or more of the outstanding Common Stock
held by such directors and executive officers.
Page 21 of 53 Pages
<PAGE>
EXHIBIT 99.D
H.J. HEINZ III REVOCABLE TRUST (NO. 1)
Set forth below are the names, citizenship, residence or business addresses and
present principal occupation or employment and the principal business and
address of any corporation or other organization in which such employment is
conducted, in each case with respect to each trustee of the Revocable Trust
(other than the name, such information is provided below only if it does not
appear elsewhere herein):
Teresa Heinz
Mellon Bank, N.A.
The beneficial ownership information with respect to such trustees appears
elsewhere herein.
No trustee has effected any transaction in shares of Common Stock during the
sixty day period preceding the date of this Statement except Mellon Bank, N.A.,
which has effectuated transactions in its fiduciary capacity as trustee, agent
or custodian to unrelated trusts.
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 April 17 4,200 15,300
Week of April 24 60,900 3,650
Week of May 1 71,801 21,016
Week of May 8 1,400 27,350
Week of May 15 12,400 22,672
Week of May 22 13,100 17,422
Week of May 30 66,200 4,275
Week of June 5 22,640 4,204
Week of June 12 1,750 8,821
</TABLE>
All purchases and sales of the Common Stock were made at market price at the
time of this transaction.
All purchases and sales of the Common Stock were made in open market
transactions through a broker.
The shares of Common Stock held by the trustees are held by them for the
benefit of beneficiaries of the members of the Group 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 proceeds from 5% or more of the outstanding Common Stock held by
such trustees except Mellon Bank, N.A., which has the right to receive dividends
on the shares it holds in various capacities in unrelated accounts.
Page 22 of 53 Pages
<PAGE>
EXHIBIT 99.E
H.J. HEINZ III DESCENDANTS' TRUST (NO. 1)
Set forth below are the names, residence or business addresses and present
principal occupation or employment and the principal business and address of any
corporation or other organization in which such employment is conducted, in each
case with respect to each trustee of the Descendants' Trust (other than the
name, such information is provided below only if it does not appear elsewhere
herein):
Teresa Heinz
Mellon Bank, N.A.
Dolores Senanis
Set forth below is the beneficial ownership of shares of Common Stock of
each of the trustees of the Descendants' Trust, unless such information appears
elsewhere herein, in addition to their respective shared voting power and shared
dispositive power with respect to shares of Common Stock of the Descendants'
Trust:
Ms. Dolores Senanis has shared voting and dispositive power with respect to
365,137 shares of Common Stock as co-executor of the Estate (0.2% 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).
No trustee has effected any transaction in shares of Common Stock during the
sixty day period preceding the date of this Statement except for Mellon Bank,
N.A. (see Exhibit D hereof).
The shares of Common Stock held by the trustees are held by them for the
benefit of beneficiaries of the members of the Group 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 proceeds from 5% or more of the outstanding Common Stock held by
such trustees except for Mellon Bank, N.A. (see Exhibit D hereof).
Page 23 of 53 Pages
<PAGE>
EXHIBIT 99.F
JOINT FILING AGREEMENT AMONG
HOWARD HEINZ ENDOWMENT, VIRA I. HEINZ ENDOWMENT,
HEINZ FAMILY FOUNDATION, H. JOHN HEINZ III REVOCABLE TRUST NO. 1 AND
H. JOHN HEINZ III DESCENDANTS' TRUST (NO. 1)
AGREEMENT, dated as of June 22, 1995, among the Howard Heinz Endowment, Vira
I. Heinz Endowment, Heinz Family Foundation, H. John Heinz III Revocable Trust
No. 1 and H. John Heinz III Descendants' Trust (No. 1).
W I T N E S S E T H:
-------------------
WHEREAS, in accordance with Rule 13d-1(f) under the Securities and Exchange
Act of 1934 (the "Act"), only one Statement and any amendments thereto need be
filed whenever two or more persons are required to file such a Statement or any
amendments thereto pursuant to Section 13(d) of the Act with respect to the same
securities, provided that said persons agree in writing that such Statement or
any amendments thereto is filed on behalf of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
The Howard Heinz Endowment, Vira I. Heinz Endowment, Heinz Family
Foundation, H. John Heinz III Revocable Trust No. 1 and H. John Heinz III
Descendants' Trust (No. 1), do hereby agree, in accordance with Rule 13d-(f)
under the Act, to file a Schedule 13D relating to their ownership of the Common
Stock of H.J. Heinz Company, and do hereby further agree that said Schedule
shall be filed on behalf of each of them.
HOWARD HEINZ ENDOWMENT
By: /s/ Teresa Heinz
---------------------------------------
Name: Teresa Heinz
Title: Chairperson and Chief Executive Officer
VIRA I. HEINZ ENDOWMENT
By: /s/ James M. Walton
---------------------------------------
Name: James M. Walton
Title: Chairman
Page 24 of 53 Pages
<PAGE>
HEINZ FAMILY FOUNDATION
By: /s/ Teresa Heinz
---------------------------------------
Name: Teresa Heinz
Title: Chairperson and Chief Executive Officer
H.J. 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
H.J. 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
Page 25 of 53 Pages
<PAGE>
EXHIBIT G
AGREEMENT FOR THE REGISTRATION OF STOCK
among
H.J. HEINZ COMPANY
and
HOWARD HEINZ ENDOWMENT,
VIRA I. HEINZ ENDOWMENT,
HEINZ FAMILY FOUNDATION,
H. JOHN HEINZ III REVOCABLE TRUST NO. 1,
AND H. JOHN HEINZ III DESCENDANTS' TRUST (NO. 1)
_______________________________________
Dated: June 22, 1995
_______________________________________
Page 26 of 53 Pages
<PAGE>
AGREEMENT FOR REGISTRATION OF COMMON STOCK (this "Agreement"), dated
June 22, 1995, among H.J. HEINZ COMPANY, a Pennsylvania corporation (the
"Company"), and HOWARD HEINZ ENDOWMENT, VIRA I. HEINZ ENDOWMENT, HEINZ FAMILY
FOUNDATION, H. JOHN HEINZ III REVOCABLE TRUST NO. 1, and H. JOHN HEINZ III
DESCENDANTS' TRUST (NO. 1) (collectively, the "Selling Shareholders"; and each a
"Selling Shareholder").
WHEREAS, each Selling Shareholder currently holds the number of shares
of the Company's common stock, par value $0.25 per share ("Common Stock"), set
forth opposite its name in Schedule I hereto, and the Selling Shareholders as a
group currently hold an aggregate of 27,150,252 shares of Common Stock; and
WHEREAS, each Selling Shareholder wishes to sell a portion of its
shares of Common Stock; and
WHEREAS, it is in the mutual interests of the Company and the Selling
Shareholders that such a sale take place in an organized underwritten public
offering to be registered under the Securities Act (as defined herein);
NOW, THEREFORE, in consideration of the foregoing and the respective
covenants and agreements set forth in this Agreement, the Company and the
Selling Shareholders hereby agree as follows:
Page 27 of 53 Pages
<PAGE>
2
1. Definitions. As used herein, unless the context otherwise requires,
-----------
the following terms have thefollowing respective meanings:
"Commission" means the Securities and Exchange Commission.
----------
"Exchange Act" means the Securities Exchange Act of 1934, as
------------
amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the relevant time.
"Offering" has the meaning set forth in Section 3.
--------
"Person" means any individual, firm, corporation, partnership,
------
limited liability company, trust, estate, incorporated or unincorporated
association, joint venture, joint stock company, government (or an agency or
political subdivision thereof) or other entity of any kind.
"Registrable Securities" means that aggregate number of shares of
----------------------
Common Stock currently held by the Selling Shareholders, which on the effective
date of the Registration Statement shall have a market value of not more than
$600 million. Within such limit, the number of shares of Common Stock to be sold
by all Selling Shareholders (and the portion thereof to be sold by each Selling
Shareholder) shall be determined by the Selling Shareholders and the
underwriters; provided, however, that, within thirty days following the
-------- -------
effective date of the Registration Statement,
Page 28 of 53 Pages
<PAGE>
3
at the option of the underwriters thereof, the number of Registrable Securities
to be sold may be increased by not more than 15%, solely to cover over-
allotments.
"Registration Expenses" means all out-of-pocket expenses relating
---------------------
to this Agreement and the Company's performance of or compliance with the terms
and provisions hereof, including, without limitation, all registration and
filing fees, all fees, if any, of the New York Stock Exchange, Inc., other
applicable national securities exchanges (including, without limitation, the
Midwest Stock Exchange and the Pacific Stock Exchange) and of the National
Association of Securities Dealers, Inc., all fees and expenses of complying with
securities or blue sky laws, the fees and expenses of the Company's transfer
agents and registrars to the extent attributable to the Offering, all word
processing, duplicating and printing expenses, all courier, messenger and other
delivery expenses, all communications charges (including, without limitation,
telephone, telex, telegraph, facsimile and other electronic transmission
charges), postage, the fees, disbursements and other charges of outside counsel
for the Company and of its independent public accountants, including the costs
of obtaining such "comfort" letters as may be required by or incident to such
performance and compliance, all travel, entertainment and other expenses
incurred by the Company and its officers and representatives in connection with
Page 29 of 53 Pages
<PAGE>
4
preparation of this Agreement and the Registration Statement and participating
in selling efforts including, without limitation, participation in any road
show, and all fees and disbursements of underwriters customarily paid by issuers
or sellers of securities, it being understood and agreed that the Company shall
not bear any costs or expenses relating to the Offering.
"Rule 144" means Rule 144 under the Securities Act, as such Rule
--------
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.
"Securities Act" means the Securities Act of 1933, as amended, and
--------------
the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the relevant time.
2. Registration Under Securities Act.
---------------------------------
(a) Filing and Effectiveness of Registration Statement. As soon
--------------------------------------------------
as is reasonably practicable following the filing of the Company's 1995 Report
on Form 10-K (with a target date of August 4, 1995), the Company shall file a
registration statement on Form S-3 (the "Registration Statement") with respect
to the Registrable Securities if the Company is then eligible to use Form S-3.
The Company shall use all reasonable efforts to have the Registration Statement
declared effective by the Commission as soon as reasonably practicable after
such
Page 30 of 53 Pages
<PAGE>
5
filing, and shall use all reasonable efforts to keep the Registration Statement
continuously effective with respect to all Registrable Securities for thirty
days following the date such Registration Statement is declared effective or
until the conclusion of the Offering, whichever is sooner.
(b) Registration Procedures. Incident to the registration of the
-----------------------
Registrable Securities under the Securities Act as provided in Section 2(a), the
Company will, as expeditiously as possible:
(i) furnish to the Selling Shareholders such number of conformed
copies of the Registration Statement and of each amendment and supplement
thereto (in each case including all exhibits -- other than exhibits incorporated
by reference --appropriately redacted in the case of those exhibits filed on a
confidential basis), and so long as the Company is required to keep the
Registration Statement effective pursuant to Section 2(a) such number of copies
of the prospectus contained in the Registration Statement (including each
summary prospectus, preliminary prospectus, the final prospectus and any
supplement thereto) and any other prospectus filed under Rule 424 under the
Securities Act, in conformity with the requirements of the Securities Act, and
such other documents requested by the Selling Shareholders as are necessary to
facilitate the public sale of the Registrable Securities;
Page 31 of 53 Pages
<PAGE>
6
(ii) use all reasonable efforts (x) to register or qualify all
Registrable Securities and other securities covered by the Registration
Statement under such securities or blue sky laws of such States of the United
States of America where an exemption is not available as the Selling
Shareholders shall reasonably request, (y) to keep such registration or
qualification in effect for so long as the Registration Statement remains in
effect, and (z) to take any other action that may be necessary to enable the
Selling Shareholders to consummate the disposition in such jurisdictions of the
Registrable Securities to be sold by the Selling Shareholders, except that the
Company shall not for any such purpose be required to (a) qualify generally to
do business as a foreign corporation in any jurisdiction wherein it would not,
but for the requirements of this subdivision (ii), be obligated to be so
qualified, (b) subject itself to taxation in any such jurisdiction, or (c) take
any action that would subject it to general service of process in any such
jurisdiction; and
(iii) otherwise use all reasonable efforts to comply with all
applicable rules and regulations of the Commission.
(c) Supplements and Amendments. The Company shall supplement or
--------------------------
amend, if necessary, the Registration Statement, as required by the registration
form utilized by the Company or by the instructions applicable to such
Page 32 of 53 Pages
<PAGE>
7
registration form or by the Securities Act or as reasonably required by the
Selling Shareholders in order to keep the Registration Statement effective for
the period of the Offering specified in Section 3(a) and the Company shall
furnish to the Selling Shareholders copies of any such supplement or amendment
prior to its being used and/or filed with the Commission.
(d) Preparation; Reasonable Investigation. In connection with the
-------------------------------------
preparation and filing of the Regis tration Statement under the Securities Act
pursuant to this Agreement, the Company will give the Selling Shareholders, the
underwriters, and their respective counsel, the opportunity to participate in
the preparation of the Registration Statement, each prospectus included therein
or filed with the Commission, and each amendment thereof or supplement thereto,
and will give each of them such reasonable access to its books and records and
such opportunities to discuss the business of the Company with its officers and
the independent public accountants who have certified its financial statements
as shall be necessary, in the opinion of the Selling Shareholders' and such
underwriters' respective counsel, to conduct a reasonable investigation within
the meaning of the Securities Act; provided, however, that each Selling
-------- -------
Shareholder, underwriter or counsel shall receive such information only if such
Selling Shareholder, underwriter or counsel, and
Page 33 of 53 Pages
<PAGE>
8
their respective agents and representatives, shall have expressly agreed in
writing that any such information shall be kept confidential by such Selling
Shareholder, underwriter, counsel, agent or representative and not be used for
any purpose other than in connection with the review by such Selling
Shareholder, underwriter, counsel, agent or representative, of the Registration
Statement in connection with their due diligence except to the extent (i)
disclosure of such information is required by court or administrative order or
applicable law, (ii) disclosure of such information, in the opinion of counsel
to such Selling Shareholder, underwriter, counsel, agent or representative is
necessary to avoid or correct a misstatement or omission of a material fact in
the Registration Statement, prospectus or any supplement or post-effective
amendment thereto, or (iii) such information becomes generally available to the
public other than as a result of a disclosure or failure to safeguard by such
Selling Shareholder, underwriter, counsel, agent or representative. Each
Selling Shareholder further agrees that it will, upon learning that disclosure
of any such information is sought pursuant to a court or adminis trative order,
give prompt notice thereof to the Company and allow the Company, to undertake
appropriate action to prevent disclosure of the information deemed confidential.
The Company shall promptly notify the Selling Shareholders and their counsel of
any stop order issued or threatened by
Page 34 of 53 Pages
<PAGE>
9
the Commission and take all reasonable actions required to prevent the entry of
such stop order or to remove it if entered.
(e) Provision of Information by Selling Shareholders, etc. Each
------------------------------------------------------
Selling Shareholder agrees, as a condition to the registration obligations of
the Company with respect to such Selling Shareholder contained herein, to
furnish promptly to the Company such information regarding the Selling
Shareholder and the distribution of such Registrable Securities as the Company
may, from time to time, reasonably request in writing to comply with the
Securities Act and other applicable law and its obligations hereunder. The
Company may exclude from such registration some or all of the Registrable
Securities of any Selling Shareholder who fails to furnish such information
within a reasonable time after receiving such request. If the identity of a
Selling Shareholder is to be disclosed in the Registration Statement, such
Selling Shareholder shall be permitted to include all information regarding such
Selling Shareholder as it shall reasonably request. As a further condition to
the Company's obligations hereunder, each Selling Shareholder shall complete and
execute all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of the
underwriting arrangements described below.
Page 35 of 53 Pages
<PAGE>
10
(f) Registration Expenses. The Selling Shareholders shall be
---------------------
severally liable (in proportion to the number of shares of Common Stock set
forth opposite their respective names in Schedule I hereto, except that if sales
of Common Stock are in fact made by the Selling Shareholders pursuant to the
Offering, such expenses shall be borne by the Selling Shareholders in proportion
to the number of shares sold by them) to the Company for all Registration
Expenses incurred by the Company, whether or not the Registration Statement
becomes effective, and whether all, some or none of the Registrable Securities
are sold pursuant to the Registration Statement, and, within fifteen (15) days
following receipt of written notice by the Company, shall pay to the Company all
Registration Expenses incurred by the Company as described in reasonable detail
in such notice.
(g) Suspension of Obligations. The Company's obligations pursuant to
-------------------------
Section 2(a) may be suspended, upon written notice to the Selling Shareholder
given pursuant to Section 9, for such period as the Company deems appropriate if
the fulfillment of such obligations would require the Company to make a
disclosure that would, in the good faith judgment of the Company, be premature,
materially adverse or otherwise disadvantageous to the Company. If the Company
elects to suspend its obligations pursuant to this Section 2(g), the Selling
Shareholder may elect, by written notice to the Company given pursuant to
Page 36 of 53 Pages
<PAGE>
11
Section 9, to terminate this Agreement in which event the Selling Shareholder
shall immediately be relieved of the restrictions set forth in Section 5 hereof.
The obligations of the Selling Shareholder under Section 2(f) shall survive any
such termination to the extent of any expenses incurred prior to the effective
date of such termination.
3. Underwritten Offering.
---------------------
(a) Single Offering; Selection of Underwriters. The Registrable
------------------------------------------
Securities shall only be sold in a single underwritten public offering that
shall be commenced on or after the date on which the Registration Statement is
declared effective by the Commission and which will conclude upon the earlier to
occur of the sale of all of the Registrable Securities and the thirtieth day
following the date on which the Registration Statement is declared effective
(the "Offering"). The Offering shall be made only through an underwriting
syndicate co-managed solely by two lead underwriters, each of which shall be,
and be deemed to be, a co-lead underwriter with such specific and shared
authority and responsibility (including joint control of the order books) as
shall be agreed upon between the co-lead underwriters, consistent with the best
interests of the Company and the Selling Shareholders, respectively, it being
agreed (and a condition to the obligation of the parties to complete the
Offering) that (i) one co-lead underwriter shall be selected by the Company and
the other
Page 37 of 53 Pages
<PAGE>
12
by the Selling Shareholders, and (ii) both co-lead underwriters must be
signatories to the Underwriting Agreement to be entered into with the
underwriters.
(b) Discontinuance of Offering. Each Selling Shareholder agrees
--------------------------
that, upon receipt of written notice from the Company of (i) the issuance by the
Commission of a stop order suspending the effectiveness of the Registration
Statement or of any order preventing or suspending the use of any preliminary or
other prospectus or the initiation of any proceedings for that purpose, (ii) the
receipt by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of the Registration Statement or
any Registrable Securities covered thereby for offer or sale in any jurisdiction
or the initiation of any proceeding for such purpose, or (iii) the happening of
any event as a result of which the prospectus included in the Registration
Statement or any amendment or supplement thereto contains an untrue statement of
a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, such Selling
Shareholder shall forthwith discontinue the disposition of such Registrable
Securities covered by the Registration Statement or prospectus (but in the case
of clause (ii), solely in the applicable jurisdiction) until such Selling
Page 38 of 53 Pages
<PAGE>
13
Shareholder's receipt of copies of the supplemented or amended prospectus
contemplated by Section 2(c) of this Agreement, or until it is advised in
writing by the Company that the use of the applicable prospectus may be resumed,
and has received copies of any amendments or supplements thereto; and, if so
directed by the Company, such holder will deliver to the Company all copies,
other than permanent file copies, then in such Selling Shareholder's possession,
of the prospectus covering such Registrable Securities current at the time of
receipt of such notice.
(c) Underwriting Discounts and Commissions. The Selling
--------------------------------------
Shareholders shall be responsible for all underwriting discounts and commissions
of the underwriters with respect to the Registrable Securities sold in the
Offering.
4. Indemnification of Underwriters. The Company and each of the
-------------------------------
Selling Shareholders, respectively, shall provide the underwriters with such
indemnification and contribution undertakings as is normal and customary in
offerings of the type contemplated by this Agreement.
5. Lockups; Compliance with Exchange Act Rule 10b-6.
------------------------------------------------
5.1 None of the Selling Shareholders shall sell or otherwise
dispose of any shares of Common Stock of the Company (other than Registrable
Securities sold pursuant to the Registration Statement) or any securities
convertible
Page 39 of 53 Pages
<PAGE>
14
into or exchangeable for, or any rights, options or warrants to acquire, any
shares of Common Stock during the period beginning on the date of this Agreement
and ending at the close of business on the 90th day following the effective date
of the Registration Statement without the prior written consent of the Company.
5.2 During the period beginning on the 91st day following the
effective date of the Registration Statement and ending at the close of business
on the 270th day following the effective date of the Registration Statement, the
Selling Shareholders, collectively, shall not sell or otherwise dispose of more
than an aggregate of 2.5 million shares of Common Stock (or sell or otherwise
dispose of any securities convertible into or exchangeable for, or any rights,
options or warrants to acquire, any shares of Common Stock) without the prior
written consent of the Company, other than: (i) in response to a bona fide
third party offer made to all of the Company's stockholders, (ii) following a
public announcement by the Company of a definitive agreement relating to
material merger or other material business combination between the Company and a
third party, (iii) on any date on which the last sale price of the Company's
common stock on the New York Stock Exchange on the immediately preceding trading
day was 15% or more above the public offering price in the offering, (iv) grants
not to exceed an aggregate of 500,000 shares made in the
Page 40 of 53 Pages
<PAGE>
15
ordinary course of business by those Selling Shareholders that are charitable
organizations, or (v) transfers from a Heinz family trust to other Heinz family
trusts that agree in writing to be bound by the provisions of this Section 5.2.
All sales of Common Stock made by the Selling Shareholders (other than sales
made pursuant to clause (i) of this Section 5.2) or by any clause (v) transferee
during this period shall be made pursuant to and in conformity with Rule 144
under the Securities Act, including paragraphs (c), (e), (f) and (h) thereof,
and otherwise in conformity with applicable law. Nothing herein shall be deemed
to be an admission by the Selling Shareholders that they or any of them,
collectively or individually, is obligated apart from this Agreement to comply
with the provisions of Rule 144 in connection with sales by them or any of them
of shares of Common Stock of the Company.
5.3 Neither the Company nor any Selling Shareholder shall take
any action that, when taken, would be unlawful for the Company or such Selling
Shareholder, as the case may be, to take by reason of the then applicability of
Rule 10b-6 under the Exchange Act.
6. Public Announcements. Neither the Selling Shareholders nor the
--------------------
Company shall make any public announcement nor issue any press release with
respect to this Agreement or the transactions contemplated hereby without the
prior written consent of the other, except as
Page 41 of 53 Pages
<PAGE>
16
required by law. The parties agree that press releases in the forms of Exhibit
A and Exhibit A-1 hereto shall be issued immediately following the execution and
delivery of this Agreement.
7. Filing of Schedule 13D. Promptly but in no event later than the
----------------------
day following the execution of this Agreement, the Selling Shareholders shall
file with the Commission a Schedule 13D under the Exchange Act identifying each
of the Selling Shareholders as a member of a group and otherwise setting forth
such information as is required by the Exchange Act.
8. Third Party Shares. The Selling Shareholders acknowledge that
------------------
the Company is obligated to register 175,000 shares of Common Stock of the
Company owned by a third party investor, and if the third party investor
requests it do so, the Company will include such shares in the Registration
Statement and bear the incremental costs of such inclusion; and the Selling
Shareholders hereby consent to the inclusion of any or all of such shares in the
Registration Statement.
9. Notices. All notices, demands and other communications provided
-------
for or permitted hereunder shall be made in writing and shall be deemed given as
and when hereinafter provided if sent by registered or certified first-class
mail, return receipt requested, telecopier, courier service or personal delivery
at the address set
Page 42 of 53 Pages
<PAGE>
17
forth opposite such party's name on Exhibit B hereto. All such notices and
communications shall be deemed to have been duly given: when delivered by hand,
if personally delivered; when delivered to a courier, if delivered by overnight
courier service; two business days after being deposited in the mail, postage
prepaid, if mailed; and when receipt is acknowledged, if telecopied.
10. Assignment. This Agreement shall be binding upon and inure to
----------
the benefit of and be enforceable by the parties hereto and, with respect to the
Company, its respec tive successors and assigns. This Agreement may not be
assigned without the prior written consent of, in the case of the Selling
Shareholders, the Company, and in the case of the Company, the Selling
Shareholders.
11. Entire Agreement. This Agreement is intended by the parties as a
----------------
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein and therein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
Page 43 of 53 Pages
<PAGE>
18
12. Headings. The headings in this Agreement are for convenience of
--------
reference only and shall not limit or otherwise affect the meaning hereof.
13. Governing Law. This Agreement shall be governed by and construed
-------------
in accordance with the laws of the Commonwealth of Pennsylvania applicable to
agreements made and to be performed entirely within such Commonwealth.
14. Counterparts. This Agreement may be executed by the parties
------------
hereto in separate counterparts, each of which when so executed shall be deemed
an original and both of which together shall be deemed to be one and the same
instrument.
IN WITNESS WHEREOF, each of H.J. Heinz Company, Howard Heinz
Endowment, Vira I. Heinz Endowment, Heinz Family Foundation, H. John Heinz III
Revocable Trust No. 1, and H. John Heinz III Descendants' Trust (No. 1) has
caused this agreement to be duly executed on the date first written above.
H.J. HEINZ COMPANY
By: /s/ David R. Williams
--------------------------------------
Name: David R. Williams
Title: Senior Vice President - Finance
and Chief Financial Officer
Page 44 of 53 Pages
<PAGE>
19
HOWARD HEINZ ENDOWMENT
By: /s/ Teresa Heinz
--------------------------------------
Name: Teresa Heinz
Title: Chairman and Chief Executive
Officer
VIRA I. HEINZ ENDOWMENT
By: /s/ William H. Rea
--------------------------------------
Name: William H. Rea
Title: Director
HEINZ FAMILY FOUNDATION
By: /s/ Teresa Heinz
--------------------------------------
Name: Teresa Heinz
Title: Chairman and Chief Executive
Officer
H. JOHN HEINZ III REVOCABLE
TRUST NO. 1
By: /s/ Teresa Heinz
--------------------------------------
Name: Teresa Heinz
Title: Trustee
H. JOHN HEINZ III DESCENDANTS'
TRUST (NO. 1)
By: /s/ Teresa Heinz
--------------------------------------
Name: Teresa Heinz
Title: Trustee
Page 45 of 53 Pages
<PAGE>
EXHIBIT A
PRESS RELEASE
-------------
Contact: D. Edward Smyth, Vice President - Corporate Affairs, H.J. Heinz
Company
HOWARD HEINZ ENDOWMENT, VIRA I. HEINZ ENDOWMENT AND HEINZ
---------------------------------------------------------
FAMILY FOUNDATION ANNOUNCE PLANS TO DIVERSIFY ASSETS
----------------------------------------------------
Pittsburgh, PA June 23, 1995-The Howard Heinz Endowment, the Vira I.
Heinz Endowment, the Heinz Family Foundation and certain Heinz family trusts
today announced their intention to diversify their investment portfolios by
selling a portion of their common stock holdings in the H.J. Heinz Company
through an underwritten secondary offering for up to an aggregate of
approximately 13.5 million shares. The offering will be made by means of a
prospectus only an is expected to occur in August. The H.J. Heinz Company has
agreed to file a registration statement with the Securities and Exchange
Commission to facilitate the offering.
Commenting on the planned diversification, Anthony J.F. O'Reilly, the Chairman,
President and Chief Executive Officer of H.J. Heinz, said: "We understand the
charities' fiduciary obligation to diversify, and we are happy to assist them."
Page 46 of 53 Pages
<PAGE>
2
Teresa Heinz, Chairman and Chief Executive Officer of the Howard Heinz Endowment
and the Heinz Family Foundation and a director of the Vira T. Heinz Endowment,
stated: "The Endowments and the Foundation have for many years held shares of
Heinz Common Stock as their principal asset. During this time both the Heinz
Company and the stock have performed extremely well. However, diversification
remains a key principle of prudent investing, and we believe selling a portion
of our holdings in order to diversify our assets is a prudent course of action
at this time."
"The Endowments' and the Foundation's continued confidence in the H.J. Heinz
Company is reflected by the fact that upon completion of their current portfolio
diversification programs, the Endowments and the Foundation will hold the
majority of the Heinz shares they now own and that they, together with the Heinz
family interest, will continue to be the largest group of H.J. Heinz Company
shareholders," Mrs. Heinz added.
The Heinz Family Foundation and the Heinz Endowments are based in Pittsburgh,
PA. Their combined assets place them among the nation's 25 largest private,
charitable foundations. The Heinz Endowments' grant making is focused on the
areas of arts and culture, community and economic development, education, health
and human services, and the
Page 47 of 53 Pages
<PAGE>
3
environment. The principal activity of the Heinz Family Foundation is the
administration of the Heinz Awards, a program recognizing individual excellence
and achievement.
Page 48 of 53 Pages
<PAGE>
EXHIBIT A-1
PRESS RELEASE
-------------
Contact: Grant Oliphant, Director of Communications, Howard Heinz Endowment
HOWARD HEINZ ENDOWMENT, VIRA I. HEINZ ENDOWMENT AND HEINZ
---------------------------------------------------------
FAMILY FOUNDATION ANNOUNCE PLANS TO DIVERSIFY ASSETS
----------------------------------------------------
Pittsburgh, PA June 23, 1995-The Howard Heinz Endowment, the Vira I.
Heinz Endowment, the Heinz Family Foundation and certain Heinz family trusts
today announced their intention to diversify their investment portfolios by
selling a portion of their common stock holdings in the H.J. Heinz Company
through an underwritten secondary offering for up to an aggregate of
approximately 13.5 million shares. The offering will be made by means of a
prospectus only an is expected to occur in August. The H.J. Heinz Company has
agreed to file a registration statement with the Securities and Exchange
Commission to facilitate the offering.
Page 49 of 53 Pages
<PAGE>
2
Teresa Heinz, Chairman and Chief Executive Officer of the Howard Heinz Endowment
and the Heinz Family Foundation and a director of the Vira T. Heinz Endowment,
stated: "The Endowments and the Foundation have for many years held shares of
Heinz Common Stock as their principal asset. During this time both the Heinz
Company and the stock have performed extremely well. However, diversification
remains a key principle of prudent investing, and we believe selling a portion
of our holdings in order to diversify our assets is a prudent course of action
at this time."
"The Endowments' and the Foundation's continued confidence in the H.J. Heinz
Company is reflected by the fact that upon completion of their current portfolio
diversification programs, the Endowments and the Foundation will hold the
majority of the Heinz shares they now own and that they, together with the Heinz
family interest, will continue to be the largest group of H.J. Heinz Company
shareholders," Mrs. Heinz added.
The Heinz Family Foundation and the Heinz Endowments are based in Pittsburgh,
PA. Their combined assets place them among the nation's 25 largest private,
charitable foundations. The Heinz Endowments' grant making is focused on the
areas of arts and culture, community and economic development, education, health
and human services, and the
Page 50 of 53 Pages
<PAGE>
3
environment. The principal activity of the Heinz Family Foundation is the
administration of the Heinz Awards, a program recognizing individual excellence
and achievement.
Page 51 of 53 Pages
<PAGE>
Exhibit B
Howard Heinz Endowment
30 CNG Tower
Pittsburgh, Pennsylvania 15222
Attention: Mr. Frank Tugwell
Phone: (412) 338-2601
Fax: (412) 338-2634
Vira I. Heinz Endowment
30 CNG Tower
Pittsburgh, Pennsylvania 15222
Attention: Mr. Frank Tugwell
Phone: (412) 338-2601
Fax: (412) 338-2634
Heinz Family Foundation
3200 CNG Tower
Pittsburgh, Pennsylvania 15222
Attention: Mr. Frank Tugwell
Phone: (412) 338-2601
Fax: (412) 338-2634
H. John Heinz III Revocable Trust No. 1
Three Mellon Bank Center, Room 4000
Pittsburgh, Pennsylvania 15259-0001
Attention: Mr. W.B. Ouzts
Phone: (412) 234-6593
Fax: (412) 236-1693
H. John Heinz III Descendants' Trust (No. 1)
Three Mellon Bank Center, Room 4000
Pittsburgh, Pennsylvania 15259-0001
Attention: Mr. W.B. Ouzts
Phone: (412) 234-6593
Fax: (412) 236-1693
H.J. Heinz Company
600 Grant Steet
60th Floor
Pittsburgh, Pennsylvania 15219
Attention: General Counsel
Phone: (412) 456-5711
Fax: (412) 456-6102
Page 52 of 53 Pages
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Selling Shareholders Shares Owned
- ------------------------- ------------
<S> <C>
15,063,231
Howard Heinz Endowment
Vira I. Heinz Endowment 7,567,460
Heinz Family Foundation 735,922
H. John Heinz III
Revocable Trust No. 1 3,158,639
H. John Heinz III
Descendants' Trust
(No. 1) 625,000
----------
27,150,252
</TABLE>
Page 53 of 53 Pages
