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Rule No. 424(b)(1)
Registration No. 33-61521
PROSPECTUS
175,000 SHARES
H.J. HEINZ COMPANY
COMMON STOCK
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All of the shares of common stock, par value $.25 per share ("Common
Stock"), of H.J. Heinz Company (the "Company") offered hereby (the "Offering")
may be sold from time to time by AT&T Investment Management Corp. (the
"Selling Shareholder") in transactions on the New York Stock Exchange, the
Pacific Stock Exchange or otherwise at prices and on terms prevailing at the
time of sale, at prices related to the then-current market price or in
negotiated transactions or otherwise. See "Plan of Distribution." The
aggregate proceeds to the Selling Shareholder from the sale of the Common
Stock offered hereby will be the purchase price thereof, less the aggregate
brokerage commissions, agent's discount or underwriter's discount, if any, and
the expenses of distribution not borne by the Company. The Company will not
receive any of the proceeds from the sale of the Common Stock offered hereby.
All expenses incurred in connection with this Offering, estimated at $24,595,
will be borne by the Company, other than any commissions or discounts paid or
allowed by the Selling Shareholder to underwriters, dealers, brokers or
agents.
All of the shares of Common Stock offered hereby have been "restricted
securities" under the Securities Act of 1933, as amended (the "Securities
Act"), prior to their registration under the registration statement of which
this Prospectus is a part. An affiliate of the Company sold a total of 175,000
shares of Common Stock to the Selling Shareholder in a private transaction in
May 1995, all of which are being registered. See "Selling Shareholder."
The Common Stock is traded on the New York Stock Exchange and the Pacific
Stock Exchange under the symbol "HNZ." On August 21, 1995, the last reported
sales price of the Common Stock on the New York Stock Exchange was $42 3/8 per
share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS AUGUST 21, 1995
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AVAILABLE INFORMATION
H.J. Heinz Company (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy materials and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy materials and other information concerning the Company and
the Registration Statement (as defined below) can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 or at its Regional Offices located at
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661 and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies can be obtained by mail
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. In addition, reports, proxy
statements and other information concerning the Company can also be inspected
at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005 and the Pacific Stock Exchange, Inc., 301 Pine Street,
San Francisco, California 94104 or 233 South Beaudry Avenue, Los Angeles,
California 90012, on which exchanges the Company's Common Stock, par value
$.25 per share (the "Common Stock"), is listed.
The Company has filed with the Commission a registration statement on Form
S-3 (the "Registration Statement") (which term encompasses any amendments
thereto) under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the shares of Common Stock offered hereby. This Prospectus
does not contain all the information set forth in the Registration Statement,
certain parts of which have been omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby
made to the Registration Statement including the exhibits filed as a part
thereof or otherwise incorporated therein. Statements made in this Prospectus
as to the contents of any documents referred to are not necessarily complete,
and in each instance reference is made to such exhibit for a more complete
description and each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended May 3,
1995 filed with the Commission (File No. 1-3385) pursuant to the Exchange Act,
the Company's Current Report on Form 8-K dated March 29, 1995, as amended by
the Company's Form 8-K/A dated May 30, 1995, the Company's Current Report on
Form 8-K dated July 7, 1995, and the description of the Company's Common Stock
contained in its Registration Statement on Form 10 filed in 1945 with the
Commission pursuant to Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating such description, are
incorporated herein by reference.
All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering of the shares
of Common Stock made hereby shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of the filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference, or contained in this Prospectus, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus has been delivered, upon written or oral request of such person, a
copy (without exhibits other than exhibits specifically incorporated by
reference) of any or all documents incorporated by reference into this
Prospectus. Requests for such copies should be directed to the Corporate
Affairs Department, H.J. Heinz Company, P.O. Box 57, Pittsburgh, Pennsylvania
15230-0057; telephone number (412) 456-6000.
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THE COMPANY
H.J. Heinz Company was incorporated in Pennsylvania on July 27, 1900. In
1905, it succeeded to the business of a partnership operating under the same
name which had developed from a food business founded in 1869 at Sharpsburg,
Pennsylvania by Henry J. Heinz. H.J. Heinz Company and its consolidated
subsidiaries (collectively, the "Company") manufacture and market an extensive
line of processed food products throughout the world. The Company's products
include ketchup, tuna and other seafood products, baby food, frozen potato
products, pet food, lower-calorie products (frozen entrees, frozen desserts,
frozen breakfasts, dairy and other products), soup (canned and frozen),
sauces/pastes, condiments and pickles, beans, coated products, pasta, bakery
products, chicken, frozen pizza and pizza components, full calorie frozen
dinners and entrees, vegetables (frozen and canned), ice cream and ice cream
novelties, edible oils, vinegar, margarine/shortening, juices and other
processed food products. The Company operates principally in one segment of
business--processed food products--which represents more than 90% of
consolidated sales. The Company also operates and franchises weight control
classes and operates other related programs and activities.
The Company's executive offices are located at 600 Grant Street, Pittsburgh,
Pennsylvania 15219. Its telephone number is (412) 456-5700.
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USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the Common
Stock offered hereby, and none of such proceeds will be available for use by
the Company or otherwise for the Company's benefit.
SELLING SHAREHOLDER
The 175,000 shares of Common Stock offered hereby are being registered
pursuant to a Registration Rights Agreement, dated as of May 2, 1995, entered
into by the Company and AT&T Investment Management Corp. (the "Selling
Shareholder") in connection with the sale by the Company to the Selling
Shareholder of 175,000 shares of Common Stock under a Stock Purchase
Agreement, dated as of May 2, 1995, between the Company and the Selling
Shareholder. The 175,000 shares of Heinz Common Stock owned of record by the
Selling Shareholder were purchased and are held by it for the account and
benefit of the AT&T Master Pension Trust. The Selling Shareholder has advised
the Company that (i) investment advisers/managers also hold shares of Heinz
Common Stock for the account and benefit of the AT&T Master Pension Trust, and
(ii) the aggregate number of all such shares of Common Stock so held at June
30, 1995 (the latest date for which there is available information) was
924,518 (including the 175,000 shares held by the Selling Shareholder). All
such shares together constitute less than one-half of one percent (0.5%) of
the outstanding Common Stock of the Company.
PLAN OF DISTRIBUTION
The Selling Shareholder has advised the Company that it may from time to
time offer and sell the shares of Common Stock offered hereby on the New York
Stock Exchange (the "NYSE"), the Pacific Stock Exchange (the "PSE"), in
privately negotiated transactions or otherwise at prices prevailing in such
market or as may be negotiated at the time of sale. Such shares may also be
publicly offered through agents, underwriters or dealers, in which event the
Selling Shareholder may enter into agreements with respect to such offering.
In effecting sales, brokers and dealers engaged by the Selling Shareholder may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive usual and customary commissions or discounts from the Selling
Shareholder in amounts to be negotiated (and, if any such broker-dealer acts
as agent for the purchaser of such shares, from such purchaser). Brokers or
dealers may agree with the Selling Shareholder to sell a specified number of
shares at a stipulated price per share and, to the extent such a broker or
dealer is unable to do so acting as agent for the Selling Shareholder, to
purchase as principal any unsold shares at the price required to fulfill the
broker-dealer commitment to the Selling Shareholder. Brokers or dealers who
acquire shares as principal may thereafter resell such shares from time to
time in transactions (which may involve crosses and block transactions and
which may involve sales to and through other brokers or dealers, including
transactions of the nature described above) on the NYSE, the PSE, in
negotiated transactions or otherwise, at market prices prevailing at the time
of sale or at negotiated prices or otherwise, and in connection with such
resales may pay or receive from the purchasers of such shares commissions as
described above.
All expenses incurred in connection with the registration of the shares
offered hereby, estimated at $24,595, will be borne by the Company, except
that any brokerage commissions or discounts paid or allowed by the Selling
Shareholder to brokers, agents, underwriters or dealers shall be payable by
the Selling Shareholder. In connection with any sales, the Selling Shareholder
and any broker participating in such sales may be deemed to be "Underwriters"
within the meaning of the Securities Act, and any commissions received by them
and any profit on the resale of shares sold by them may be deemed to be
underwriting discounts or commissions.
CONCURRENT OFFERINGS
Concurrently with the Offering being made by this Prospectus, public
offerings of an aggregate of 12,750,000 shares of the Company's Common Stock
are being made in the United States and Canada and outside
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the United States and Canada on behalf of the Howard Heinz Endowment, Vira I.
Heinz Endowment, H. John Heinz III Revocable Trust No. 1, Heinz Family
Foundation, H. John Heinz III Descendants' Trust (No. 1), H.J. Heinz II Family
Trust and H.J. Heinz II Charitable and Family Trust, through an underwriting
syndicate co-managed by Dillon, Read & Co. Inc., Lazard Freres & Co. LLC and
Merrill Lynch, Pierce, Fenner & Smith Incorporated in the United States and
Canada and certain of their affiliates abroad. Incident to such offerings, the
U.S. Underwriters have been granted an option to purchase up to an additional
1,912,500 shares of Common Stock from such selling shareholders to cover over-
allotments, if any.
LEGAL MATTERS
The validity of the Common Stock will be passed upon by Lawrence J. McCabe,
Senior Vice President-General Counsel of the Company. Mr. McCabe beneficially
owns shares of the Company's Common Stock and holds options to purchase
additional shares of Common Stock. Paul, Weiss, Rifkind, Wharton & Garrison,
New York, New York, has acted as special counsel to the Company in connection
with this Offering.
EXPERTS
The consolidated financial statements of the Company as of May 3, 1995 and
April 27, 1994 and for each of the three years in the period ended May 3, 1995
incorporated in this Prospectus by reference to the Annual Report on Form 10-K
for the fiscal year ended May 3, 1995 have been so incorporated in reliance on
the report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of said firm as experts in accounting and auditing. The combined
financial statements of The Quaker Oats Company's North American Pet Food
Business for the fiscal year ended June 30, 1994 included in the Company's
Form 8-K/A dated May 30, 1995, amending the Company's Current Report on Form
8-K dated March 29, 1995, have been incorporated by reference in this
Prospectus and have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
giving said reports.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESEN-
TATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THE PRO-
SPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLD-
ER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLIC-
ITATION IS UNLAWFUL.
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TABLE OF CONTENTS
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PAGE
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Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Use of Proceeds............................................................ 4
Selling Shareholder........................................................ 4
Plan of Distribution....................................................... 4
Concurrent Offerings....................................................... 4
Legal Matters.............................................................. 5
Experts.................................................................... 5
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175,000 SHARES
H.J. HEINZ COMPANY
COMMON STOCK
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PROSPECTUS
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AUGUST 21, 1995
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