<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 1, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM ------------------ TO ------------------
FOR THE SIX MONTHS ENDED NOVEMBER 1, 1995 COMMISSION FILE NUMBER 1-3385
H. J. HEINZ COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
PENNSYLVANIA 25-0542520
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 GRANT STREET, PITTSBURGH, PENNSYLVANIA 15219
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 412-456-5700
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
requirements for the past 90 days. Yes _X_ No ___
The number of shares of the Registrant's Common Stock, par value $.25 per
share, outstanding as of November 30, 1995, was 369,661,480 shares.
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
November 1, 1995 October 26, 1994
---------------- ----------------
FY 1996 FY 1995
(Unaudited)
(In Thousands, Except
per Share Amounts)
<S> <C> <C>
Sales.................................................................... $ 4,382,570 $ 3,711,479
Cost of products sold.................................................... 2,785,331 2,371,075
----------------- ----------------
Gross profit............................................................. 1,597,239 1,340,404
Selling, general and administrative expenses............................. 929,858 781,526
----------------- ----------------
Operating income......................................................... 667,381 558,878
Interest income.......................................................... 19,523 16,634
Interest expense......................................................... 137,991 86,261
Other expense, net....................................................... 14,129 18,358
----------------- ----------------
Income before income taxes............................................... 534,784 470,893
Provision for income taxes............................................... 202,148 176,585
----------------- ----------------
Net income............................................................... $ 332,636 $ 294,308
================= ================
Net income per share..................................................... $ .88 $ .78
================= ================
Cash dividends per share................................................. $ .50-1/2 $ .46
================= ================
Average shares for earnings per share.................................... 376,436 374,940
================= ================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
------------------
2
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
November 1, 1995 October 26, 1994
---------------- ----------------
FY 1996 FY 1995
(Unaudited)
(In Thousands, Except
per Share Amounts)
<S> <C> <C>
Sales.................................................................... $ 2,288,277 $ 1,975,381
Cost of products sold.................................................... 1,465,346 1,269,625
----------------- ----------------
Gross profit............................................................. 822,931 705,756
Selling, general and administrative expenses............................. 494,015 433,632
----------------- ----------------
Operating income......................................................... 328,916 272,124
Interest income.......................................................... 7,354 7,273
Interest expense......................................................... 69,396 45,551
Other expense, net....................................................... 12,586 10,498
----------------- ----------------
Income before income taxes............................................... 254,288 223,348
Provision for income taxes............................................... 96,121 83,756
----------------- ----------------
Net income............................................................... $ 158,167 $ 139,592
================= ================
Net income per share..................................................... $ .42 $ .37
================= ================
Cash dividends per share................................................. $ .26-1/2 $ .24
================= ================
Average shares for earnings per share.................................... 376,436 374,940
================= ================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
------------------
3
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
November 1, 1995 May 3, 1995*
---------------- ------------
FY 1996 FY 1995
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents.................................................. $ 135,497 $ 124,338
Short-term investments, at cost which approximates market.................. 54,310 82,693
Receivables, net........................................................... 1,169,231 1,030,790
Inventories................................................................ 1,616,277 1,374,570
Prepaid expenses and other current assets.................................. 289,210 210,631
----------------- -------------
Total current assets.................................................. 3,264,525 2,823,022
----------------- -------------
Property, plant and equipment.............................................. 4,170,350 4,004,654
Less accumulated depreciation.............................................. 1,580,125 1,470,278
----------------- -------------
Total property, plant and equipment, net.............................. 2,590,225 2,534,376
----------------- -------------
Investments, advances and other assets..................................... 505,598 543,032
Goodwill, net.............................................................. 1,682,348 1,682,933
Other intangibles, net..................................................... 652,821 663,825
----------------- -------------
Total other noncurrent assets......................................... 2,840,767 2,889,790
----------------- -------------
Total assets.......................................................... $ 8,695,517 $ 8,247,188
================= =============
</TABLE>
*Summarized from audited fiscal year 1995 balance sheet.
See Notes to Condensed Consolidated Financial Statements.
------------------
4
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
November 1, 1995 May 3, 1995*
---------------- ------------
FY 1996 FY 1995
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term debt............................................................ $ 1,271,117 $ 1,018,354
Portion of long-term debt due within one year.............................. 14,372 55,937
Accounts payable........................................................... 788,206 720,747
Salaries and wages......................................................... 66,690 77,276
Accrued marketing.......................................................... 140,408 141,701
Other accrued liabilities.................................................. 390,327 470,842
Income taxes............................................................... 106,981 79,209
----------------- -------------
Total current liabilities............................................. 2,778,101 2,564,066
----------------- -------------
Long-term debt............................................................. 2,330,216 2,326,785
Deferred income taxes...................................................... 365,709 348,576
Non-pension postretirement benefits........................................ 217,407 220,673
Other liabilities.......................................................... 334,403 314,219
----------------- -------------
Total long-term debt and other liabilities............................ 3,247,735 3,210,253
----------------- -------------
Shareholders' Equity:
Capital stock.............................................................. 108,124 108,132
Additional capital......................................................... 161,252 121,291
Retained earnings.......................................................... 4,025,685 3,878,988
Cumulative translation adjustments......................................... (151,039) (157,159)
----------------- -------------
4,144,022 3,951,252
Less:
Treasury stock at cost (61,971,115 shares at November 1, 1995 and
65,587,400 shares at May 3, 1995)..................................... 1,448,431 1,450,724
Unearned compensation relating to the ESOP............................... 25,910 27,659
----------------- -------------
Total shareholders' equity............................................ 2,669,681 2,472,869
----------------- -------------
Total liabilities and shareholders' equity............................ $ 8,695,517 $ 8,247,188
================= =============
</TABLE>
*Summarized from audited fiscal year 1995 balance sheet.
See Notes to Condensed Consolidated Financial Statements.
------------------
5
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
November 1, 1995 October 26, 1994
---------------- ----------------
FY 1996 FY 1995
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
Cash Provided by Operating Activities................................... $ 74,413 $ 181,981
----------------- ----------------
Cash Flows from Investing Activities:
Capital expenditures............................................... (172,645) (135,018)
Acquisitions, net of cash acquired................................. (46,025) (263,391)
Purchases of short-term investments................................ (619,673) (1,128,166)
Sales and maturities of short-term investments..................... 651,565 1,135,131
Investment in tax benefits......................................... 54,714 10,605
Other items, net................................................... 6,520 99
----------------- ----------------
Cash (used for) investing activities.......................... (125,544) (380,740)
----------------- ----------------
Cash Flows from Financing Activities:
Payments on long-term debt......................................... (36,522) (1,591)
Proceeds from short-term debt, net................................. 233,646 561,578
Dividends.......................................................... (185,939) (170,356)
Purchases of treasury stock........................................ (38,648) (219,348)
Proceeds from borrowings against insurance policies................ 6,361 70,930
Repayments of borrowings against insurance policies................ -- (68,898)
Exercise of stock options.......................................... 46,583 15,126
Tax benefit from stock options exercised........................... 33,382 3,942
Other items, net................................................... 5,618 2,931
----------------- ----------------
Cash provided by financing activities......................... 64,481 194,314
----------------- ----------------
Effect of exchange rate changes on cash and cash
equivalents........................................................... (2,191) 12,109
----------------- ----------------
Net increase in cash and cash equivalents............................... 11,159 7,664
Cash and cash equivalents at beginning of year.......................... 124,338 98,536
----------------- ----------------
Cash and cash equivalents at end of period.............................. $ 135,497 $ 106,200
================= ================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
------------------
6
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) The Management's Discussion and Analysis of Financial Condition and Results
of Operations which follows these notes contains additional information on
the results of operations and the financial position of the company. Those
comments should be read in conjunction with these notes. The company's
annual report on Form 10-K for the fiscal year ended May 3, 1995 includes
additional information about the company, its operations, and its financial
position, and should be read in conjunction with this quarterly report on
Form 10-Q.
(2) The results for the interim periods are not necessarily indicative of the
results to be expected for the full fiscal year due to the seasonal nature
of the company's business. Certain prior year amounts have been
reclassified in order to conform with the fiscal 1996 presentation.
(3) In the opinion of management, all adjustments, which are of a normal and
recurring nature, necessary for a fair statement of the results of
operations of these interim periods have been included.
(4) The composition of inventories at the balance sheet dates was as follows:
<TABLE>
<CAPTION>
November 1, 1995 May 3, 1995
<S> <C> <C>
(Thousands of Dollars)
Finished goods and work-in-process............................. $ 1,207,282 $ 1,004,350
Packaging material and ingredients............................. 408,995 370,220
----------------- -------------
$ 1,616,277 $ 1,374,570
----------------- -------------
----------------- -------------
</TABLE>
(5) The provision for income taxes consists of provisions for federal, state,
U.S. possessions and foreign income taxes. The company operates in an
international environment with significant operations in various locations
outside the United States. Accordingly, the consolidated income tax rate is
a composite rate reflecting the earnings in the various locations and the
applicable tax rates.
(6) On September 5, 1995, the company amended the line of credit agreements
which support its domestic commercial paper programs. Total availability
under the domestic commercial paper programs is $2.0 billion, compared to
$2.3 billion under the fiscal 1995 programs.
The company amended the line of credit agreements which support the $1.6
billion domestic commercial paper program. The amended line of credit
agreements total $1.6 billion, of which $800 million expires on September
3, 1996 unless otherwise extended and the remaining $800 million expires in
September 2000. As a result, $800 million of the $1.7 billion domestic
commercial paper outstanding is classified as long-term debt as of November
1, 1995. As of May 3, 1995, $800 million of domestic commercial paper was
classified as long-term debt.
The company also amended the $700 million line of credit agreement which
supported its short-term privately placed commercial paper program. This
program initially had been used to finance the acquisition of the North
American pet food businesses of the Quaker Oats Company. The amended line
of credit agreement provides for borrowings of up to $400 million and
expires on September 3, 1996. A portion of the fiscal 1995 privately placed
commercial paper had previously been repaid through the issuance of
long-term debt in April 1995.
(7) On September 12, 1995, the company's board of directors authorized a
three-for-two stock split, effective October 3, 1995. There was no
adjustment in the stock's par value or the total number of authorized
common shares. All share and per share amounts reflect the
7
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Unaudited)
three-for-two common stock split, effective October 3, 1995. Where
appropriate, prior year amounts have been restated.
(8) On September 12, 1995, the company's board of directors increased the
quarterly dividend on the company's common stock to $0.26-1/2 per share
(post-split) from $0.24 per share (post-split), for an indicated annual
rate of $1.06 per share (post-split).
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
SIX MONTHS ENDED NOVEMBER 1, 1995 AND OCTOBER 26, 1994
For the six months ended November 1, 1995, sales increased $671.1 million,
or 18%, to $4,382.6 million from $3,711.5 million recorded in the same period a
year ago. The sales increase came primarily from acquisitions (net of
divestitures) of 10%, volume gains of 5%, the favorable effects of foreign
exchange translation rates of 2% and price increases of 1%.
Volume increases were noted in Ore-Ida frozen potatoes, StarKist tuna,
Heinz ketchup, baby food, pasta, coated products, Weight Watchers frozen
entrees, Ore-Ida Bagel Bites and frozen vegetables.
Price increases in single-serve condiments, edible oil,
margarine/shortening, Heinz ketchup and baby food were partially offset by price
decreases in StarKist tuna, chicken and Weight Watchers frozen entrees.
Contributing to the sales dollar increase were the following fiscal 1995
acquisitions: the North American pet food businesses of the Quaker Oats Company
(the "Pet Food Business"); The All American Gourmet Company; the Farley's infant
foods and adult nutrition business; and the Family Products Division of Glaxo
India. During the six months ended November 1, 1995, the company acquired a
majority interest in PMV/Zabreh, a producer of infant formulas and dairy
products located in Zabreh, Moravia, Czech Republic. PMV/Zabreh holds leading
market shares in both the Czech and Slovak Republics for infant formula, sold
through pharmacies under the Sunar and Feminar brand names. The company also
increased its investment to 97% of Kecskemeti Konzervgyar R.T., a processor of
jarred baby foods and juices in Kecskemet, Hungary. Divestitures include a
domestic bulk oil business and an overseas sweetener business.
Gross profit increased $256.8 million to $1,597.2 million from $1,340.4
million a year ago. The ratio of gross profit to sales increased to 36.4% from
36.1%. The current year's gross profit ratio was favorably impacted by cost
reductions and profit mix.
Operating income increased $108.5 million, or 19%, to $667.4 million from
$558.9 million for the same period last year. The increase in operating income
was primarily due to the sales-driven increase in gross profit, partially offset
by increased marketing expenses; higher selling and distribution expenses
related to increased volume; and higher general and administrative expenses
associated with acquisitions.
Net interest expense increased $48.8 million to $118.5 million from $69.6
million a year ago mainly due to higher borrowings resulting from acquisitions
and higher short-term interest rates.
The effective tax rate for the first half of the fiscal year increased to
37.8% from 37.5% for the same period a year ago.
Net income for the current period was $332.6 million, compared to $294.3
million for the same period last year, and earnings per share was $0.88 compared
to $0.78. Earnings per share amounts have been adjusted to reflect the
three-for-two stock split, which was effective October 3, 1995.
RESULTS OF OPERATIONS
THREE MONTHS ENDED NOVEMBER 1, 1995 AND OCTOBER 26, 1994
For the three months ended November 1, 1995, sales increased $312.9
million, or 16%, to $2,288.3 million from $1,975.4 million recorded in the same
period a year ago. The sales increase came primarily from acquisitions (net of
divestitures) of 9%, volume gains of 5%, price increases of 1% and the favorable
effects of foreign exchange translation rates of 1%.
9
<PAGE>
Volume increases were noted in Ore-Ida frozen potatoes, Heinz ketchup, baby
food, pasta, StarKist tuna and Weight Watchers frozen entrees.
Price increases in single-serve condiments, Heinz ketchup, baby food and
bakery products were partially offset by price decreases in StarKist seafood and
Heinz soups.
Contributing to the second quarter sales dollar increase were the following
acquisitions: the Pet Food Business; The All American Gourmet Company; the
Family Products Division of Glaxo India; PMV/Zabreh and Kecskemeti Konzervgyar
R.T. Divestitures include a domestic bulk oil business and an overseas sweetener
business.
Gross profit increased $117.2 million to $822.9 million from $705.8 million
a year ago. The ratio of gross profit to sales increased to 36.0% from 35.7%.
The current quarter's gross profit ratio was favorably impacted by cost
reductions and profit mix. The prior year's gross profit ratio was negatively
impacted by an unfavorable profit mix related to certain acquisitions and
divestitures and higher foodservice sales.
Operating income increased $56.8 million, or 21%, to $328.9 million from
$272.1 million for the same period last year. The increase in operating income
was primarily due to the sales-driven increase in gross profit, partially offset
by increased marketing expenses; higher selling and distribution expenses
related to increased volume; and higher general and administrative expenses
associated with acquisitions.
Net interest expense increased $23.8 million to $62.0 million from $38.3
million in the second quarter a year ago mainly due to higher borrowings
resulting from acquisitions and higher short-term interest rates.
The effective tax rate for the second quarter increased to 37.8% from 37.5%
for the same period a year ago.
Net income for the current quarter was $158.2 million compared to $139.6
million for the same period last year, and earnings per share was $0.42 compared
to $0.37. Earnings per share amounts have been adjusted to reflect the
three-for-two stock split, which was effective October 3, 1995.
LIQUIDITY AND FINANCIAL POSITION
Cash provided by operating activities totaled $74.4 million for the six
month period ended November 1, 1995 compared to $182.0 million last year. The
decrease in cash provided by operations is mainly due to increased working
capital needs to support higher sales volumes.
Cash used by investing activities required $125.5 million compared to
$380.7 million last year. Cash used for acquisitions in the current period
totaled $46.0 million, primarily due to the purchase of PMV/Zabreh in the Czech
Republic and the additional investment in Kecskemeti Konzervgyar R.T. in
Hungary. Acquisitions in the prior year's comparable period totaled $263.4
million and included the Family Products Division of Glaxo India; Farley's
infant foods and adult nutrition business; the Borden Foodservice Group; DEGA, a
foodservice company located in Italy; and other smaller acquisitions.
Investments in tax benefits provided $54.7 million compared to $10.6
million a year ago, due mainly to the company's sale of certain domestic
investments. Purchases of property, plant and equipment totaled $172.6 million
compared to $135.0 million a year ago.
Financing activities provided $64.5 million for the six months ended
November 1, 1995 compared to $194.3 million a year ago. Net proceeds on
short-term debt provided $233.6 million in the current period versus $561.6
million in the prior year's comparable period. Payments on long-term debt
totaled $36.5 million for the current period compared to $1.6 million last year.
During the six months ended November 1, 1995, treasury stock purchases totaled
$38.6 million (1,346,100 post-split shares) versus $219.3 million (9,323,250
post-split shares) in the prior year's first six months. Dividend payments
totaled $185.9 million compared to $170.4 million a year ago.
10
<PAGE>
On September 5, 1995, the company amended the line of credit agreements
which support its domestic commercial paper programs. Total availability under
the domestic commercial paper programs is $2.0 billion, compared to $2.3 billion
under the fiscal 1995 programs.
The company amended the line of credit agreements which support the $1.6
billion domestic commercial paper program. The amended line of credit agreements
total $1.6 billion, of which $800 million expires on September 3, 1996 unless
otherwise extended, and the remaining $800 million expires in September 2000. As
a result, $800 million of the $1.7 billion domestic commercial paper outstanding
is classified as long-term debt as of November 1, 1995. As of May 3, 1995, $800
million of domestic commercial paper was classified as long-term debt.
The company also amended the $700 million line of credit agreement which
supported its short-term privately placed commercial paper program. This program
initially had been used to finance the acquisition of the Pet Food Business. The
amended line of credit agreement provides for borrowings of up to $400 million
and expires on September 3, 1996. A portion of the fiscal 1995 privately placed
commercial paper had previously been repaid through the issuance of long-term
debt in April 1995. The company continues to evaluate other long-term financing
vehicles in order to reduce short-term variable interest rate debt.
On September 12, 1995, the company's board of directors authorized a
three-for-two stock split, effective October 3, 1995. There was no adjustment in
the stock's par value or the total number of authorized common shares.
Also on September 12, 1995, the company's board of directors increased the
quarterly dividend on the company's common stock to $0.26-1/2 per share
(post-split) from $0.24 per share (post-split), for an indicated annual rate of
$1.06 per share (post-split). On December 6, 1995, the company's board of
directors declared the quarterly dividend on the company's common stock of
$0.26-1/2 (post-split) per share to shareholders of record as of the close of
business December 20, 1995, payable January 10, 1996.
The company's financial position continues to remain strong, enabling it to
meet cash requirements for operations, capital expansion programs and dividends
to shareholders.
OTHER MATTERS
The company continues to implement its strategy to combine recent
acquisitions with existing operations. Cash expenditures related to exiting
activities and terminating or relocating certain employees of the acquired
companies have recently begun, and are expected to continue over the next twelve
to eighteen months. The company will finalize its integration plans by the end
of the fiscal year, making any necessary adjustments to the preliminary
allocations of purchase price. In management's opinion, the opening balance
sheet accruals for employee severance and relocation costs and facilities
consolidation and closure costs provided for in the preliminary allocations of
purchase price are adequate.
On September 12, 1995, the Weight Watchers Food Company announced plans to
close The All American Gourmet plant in Atlanta, GA. Operations will be phased
out by the end of January 1996. The facility's dinner and entree production
lines will be consolidated with other company facilities. This closure is part
of the above mentioned strategy to combine recent acquisitions with existing
operations. The employee severance and exit costs related to this closure had
previously been provided for in the year end 1995 balance sheet as "other
accrued liabilities."
11
<PAGE>
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Nothing to report under this item.
ITEM 2. CHANGES IN SECURITIES
Nothing to report under this item.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Nothing to report under this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of H.J. Heinz Company was held in
Pittsburgh, Pennsylvania on September 12, 1995. The following individuals were
elected as directors for a one-year term expiring in September 1996:
<TABLE>
<CAPTION>
Shares
Director Shares for Withheld
<S> <C> <C>
A. J. F. O'Reilly 213,808,840 1,922,329
W. P. Snyder III 213,788,546 1,942,623
J. J. Bogdanovich 213,567,637 2,163,532
H. J. Schmidt 213,738,967 1,992,202
A. Lippert 213,901,583 1,829,586
E. B. Sheldon 213,770,403 1,960,766
R. M. Cyert 213,709,497 2,021,672
S. C. Johnson 213,910,377 1,820,792
D. W. Sculley 213,960,398 1,770,771
D. R. Keough 213,699,289 2,031,880
S. D. Wiley 213,923,687 1,807,482
L. J. McCabe 213,965,723 1,765,446
D. R. Williams 213,965,075 1,766,094
L. Ribolla 213,923,767 1,807,402
N. F. Brady 213,688,709 2,042,460
W. R. Johnson 213,927,730 1,803,439
W. C. Springer 213,936,387 1,794,782
E. E. Holiday 213,742,424 1,988,745
T. S. Foley 212,225,536 3,505,633
</TABLE>
Shareholders also acted upon the following proposals at the Annual Meeting:
Elected Coopers & Lybrand L.L.P. the company's independent accountants for
the fiscal year ending May 1, 1996. Votes totaled 214,253,396 for; 618,975
against; and 826,356 abstentions.
Approved the company's Stock Compensation Plan for Non-Employee Directors.
Votes totaled 174,362,883 for; 38,125,600 against; and 3,242,647 abstentions.
Broker non-votes totaled 2,076.
ITEM 5. OTHER INFORMATION
On September 12, 1995, the company's board of directors authorized a
three-for-two stock split of the company's Common Stock $.25 par value,
effective October 3, 1995. There was no adjustment in the stock's par value or
the total number of authorized common shares. As a result of the three-for-two
stock split, the conversion rate of the company's Third Cumulative Preferred
Stock, $1.70 First Series, was changed, effective at the close of business on
October 3, 1995, from 9.0 shares to 13.5 shares of Common Stock.
12
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required to be furnished by Item 601 of Regulation S-K are
listed below and are filed as part hereof. The Registrant has omitted
certain exhibits in accordance with Item 601(b)(4)(iii)(A) of Regulation
S-K. The Registrant agrees to furnish such documents to the Commission upon
request. Documents not designated as being incorporated herein by reference
are filed herewith. The paragraph numbers correspond to the exhibit numbers
designated in Item 601 of Regulation S-K.
11.
Computation of net income per share.
27.
Financial Data Schedule.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended November 1,
1995.
13
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
<TABLE>
<S> <C>
H. J. HEINZ COMPANY
(Registrant)
/s/ DAVID R. WILLIAMS
Date: December 18, 1995 By......................................................
David R. Williams
Senior Vice President-Finance and
Chief Financial Officer
(Principal Financial Officer)
/s/ TRACY E. QUINN
Date: December 18, 1995 By......................................................
Tracy E. Quinn
Corporate Controller
(Principal Accounting Officer)
</TABLE>
14
<PAGE>
EXHIBIT 11
H. J. Heinz Company and Subsidiaries
COMPUTATION OF NET INCOME PER SHARE
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
------------------------
November 1, October 26,
1995 1994
---- ----
FY 1996 FY 1995
<S> <C> <C>
Primary income per share:
Net income....................................................................... $ 332,636 $ 294,308
Preferred dividends.............................................................. 30 33
------------ -----------
Net income applicable to common stock............................................ $ 332,606 $ 294,275
============ ===========
Average common shares outstanding and common stock equivalents................... 376,436 374,940
============ ===========
Net income per share--primary.................................................... $ .88 $ .78
============ ===========
Fully diluted income per share:
Net income....................................................................... $ 332,636 $ 294,308
============ ===========
Average common shares outstanding and common stock equivalents................... 376,436 374,940
Additional common shares assuming:
Conversion of $1.70 third cumulative preferred stock........................... 479 527
Additional common shares assuming options were exercised
at the period-end market price.............................................. 1,193 804
------------ -----------
Average common shares outstanding and common stock equivalents................... 378,108 376,271
============ ===========
Net income per share--fully diluted............................................ $ .88 $ .78
============ ===========
</TABLE>
All amounts in thousands except per share amounts.
Note: Share and per share amounts have been adjusted to reflect
the three-for-two stock split, which was effective October 3, 1995.
------------------
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE PERIOD ENDED NOVEMBER 1, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-01-1996
<PERIOD-START> MAY-04-1995
<PERIOD-END> NOV-01-1995
<EXCHANGE-RATE> 1
<CASH> 135,497
<SECURITIES> 54,310
<RECEIVABLES> 1,169,231
<ALLOWANCES> 0
<INVENTORY> 1,616,277
<CURRENT-ASSETS> 3,264,525
<PP&E> 4,170,350
<DEPRECIATION> 1,580,125
<TOTAL-ASSETS> 8,695,517
<CURRENT-LIABILITIES> 2,778,101
<BONDS> 2,330,216
<COMMON> 107,774
0
350
<OTHER-SE> 2,561,557
<TOTAL-LIABILITY-AND-EQUITY> 8,695,517
<SALES> 4,382,570
<TOTAL-REVENUES> 4,382,570
<CGS> 2,785,331
<TOTAL-COSTS> 2,785,331
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 137,991
<INCOME-PRETAX> 534,784
<INCOME-TAX> 202,148
<INCOME-CONTINUING> 332,636
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 332,636
<EPS-PRIMARY> .88
<EPS-DILUTED> .88
<FN>
<F1>The appropriate amounts have been adjusted to reflect the three-for-two stock
split, which was effective October 3, 1995.
</FN>
</TABLE>
