<PAGE> 1
Rule 424(b)(1)
333-48017
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 19, 1998)
Heinz Logo
H. J. HEINZ COMPANY
$300,000,000
6% Notes Due 2008
Interest payable March 15 and September 15
ISSUE PRICE: 99.337%
The 6% Notes due 2008 (the "Notes") are an issue of the Debt Securities
described in the accompanying Prospectus (the "Prospectus") to which this
Prospectus Supplement relates. Interest on the Notes is payable on March 15 and
September 15 of each year commencing September 15, 1998. The Notes mature on
March 15, 2008. The Notes are not redeemable at any time prior to maturity and
will not be subject to any sinking fund.
The Notes will be issued in book-entry form represented by a permanent global
Note registered in the name of The Depository Trust Company ("DTC"), or a
nominee of DTC. Interests in the Notes will only be evidenced by, and transfers
thereof will only be effected through, records maintained by DTC and its
participants. Except as described herein and in the accompanying Prospectus,
notes in definitive form will not be issued.
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 SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) COMPANY(1)(3)
- --------------------------------------------------------------------------------------------------------
Per Note 99.337% .650% 98.687%
- --------------------------------------------------------------------------------------------------------
Total $298,011,000 $1,950,000 $296,061,000
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, from March 25, 1998.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before deduction of expenses payable by the Company estimated at $254,350.
The Notes are being offered, subject to prior sale, when, as and if accepted by
the Underwriters, and subject to certain other conditions. It is expected that
delivery of the Notes will be through the facilities of DTC on or about March
25, 1998 against payment therefor in immediately available funds.
J.P. MORGAN & CO.
GOLDMAN, SACHS & CO.
SBC WARBURG DILLON READ INC.
March 20, 1998
<PAGE> 2
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH NOTES, AND
THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE OFFERING. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus Supplement and the accompanying Prospectus or incorporated by
reference therein, and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or by any
Underwriter. This Prospectus Supplement and the accompanying Prospectus do not
constitute an offer to sell or the solicitation of an offer to buy the Notes by
anyone in any jurisdiction in which such offer or solicitation is not authorized
or in which the person making such offer or solicitation is not qualified to do
so or to any person to whom it is unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus Supplement or the accompanying
Prospectus, nor any sale made hereunder and thereunder 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
or incorporated by reference herein or therein is correct as of any time
subsequent to the date of such information.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Incorporation of Certain Documents by Reference............. S-3
Ratios of Earnings to Fixed Charges......................... S-3
Use of Proceeds............................................. S-3
Description of the Notes.................................... S-3
Underwriting................................................ S-6
Validity of Notes........................................... S-6
PROSPECTUS
Available Information....................................... 3
Incorporation of Certain Documents by Reference............. 3
The Company................................................. 4
Ratio of Earnings to Fixed Charges.......................... 5
Use of Proceeds............................................. 5
Description of Debt Securities.............................. 5
Description of Warrants..................................... 10
Plan of Distribution........................................ 11
Legal Opinions.............................................. 12
Experts..................................................... 12
Special Note Regarding Forward Looking Statements........... 12
</TABLE>
S-2
<PAGE> 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by H. J. Heinz Company (the "Company") with
the Securities and Exchange Commission under the Securities Exchange Act of 1934
are hereby incorporated by reference in this Prospectus Supplement and the
Prospectus:
(i) The Company's Annual Report on Form 10-K for the year ended April 30,
1997 (File No. 1-3385); and
(ii) The Company's Quarterly Reports on Form 10-Q for the three months
ended July 30, 1997, the six months ended October 29, 1997 and the nine
months ended January 28, 1998, respectively.
Reference is made to the information appearing under "Incorporation of
Certain Documents by Reference" in the Prospectus.
RATIOS OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the year ended April 30, 1997
was 2.56. Such ratio for the nine months ended January 28, 1998 was 5.48. The
ratios of earnings to fixed charges were calculated by dividing earnings by
fixed charges. Earnings were calculated by adding income before income taxes and
the cumulative effect of accounting change, interest expense (including
amortization of debt expense and any discount or premium relating to
indebtedness), the interest component of rental expense and the amortization of
capitalized interest. Fixed charges were calculated by adding interest expense
(including amortization of debt expense and any discount or premium relating to
indebtedness), capitalized interest and the interest component of rental
expense. Reference is made to the information appearing under "Ratio of Earnings
to Fixed Charges" in the Prospectus.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the Notes
are estimated to be $295,806,650 after the deduction of the underwriting
discount and of the estimated expenses payable by the Company. The Company
intends to use all of the net proceeds from this offering to repay outstanding
commercial paper bearing interest based upon prevailing 30-day commercial paper
rates. On March 1, 1998, the weighted average interest rate on the outstanding
commercial paper expected to be repaid with the proceeds of this offering was
5.55% and the weighted average maturity of such indebtedness was approximately
45 days.
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes offered
hereby (referred to in the Prospectus as the "Offered Debt Securities")
supplements, and to the extent inconsistent therewith, replaces, the description
of the general terms and provisions of the Debt Securities set forth in the
Prospectus, to which description reference is hereby made. The following summary
of the Notes is qualified in its entirety by reference to the Indenture referred
to in the Prospectus (the "Indenture").
The Notes constitute a separate series of Debt Securities to be issued
pursuant to the Indenture. The Notes will be limited to $300,000,000 in
aggregate principal amount. The Notes will be issued only in fully registered
book-entry form, in denominations of $1,000 and integral multiples of $1,000.
The Notes will bear interest from March 25, 1998 at the annual rate set forth on
the cover page of this Prospectus Supplement, and will mature on March 15, 2008
(the "Maturity Date"). Interest on the Notes will be payable semi-annually on
March 15 and September 15, commencing September 15, 1998, to the Persons in
whose names the Notes (or any predecessor Notes) are registered at the close of
business on the applicable Regular Record Date, which is the March 1 or
September 1 next preceding such Interest Payment Date. For so long as the Notes
are held solely in book-entry form through the facilities of DTC, the only
registered holder of the Notes ("Holder") will be Cede & Co., as nominee for
DTC. The Notes will not be redeemable by the Company prior to their stated
maturity and will not be subject to any sinking fund.
S-3
<PAGE> 4
The Notes will be subject to defeasance and discharge and to defeasance of
certain obligations as described under "Description of Securities--Defeasance"
in the Prospectus.
BOOK-ENTRY SYSTEM
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be reliable, but the
Company takes no responsibility for the accuracy thereof.
The Notes initially will be represented by one or more global notes (the
"Global Notes") registered in the name of the nominee of DTC except as set forth
below. The Company has been informed by DTC that DTC's nominee will be Cede &
Co. Accordingly, Cede & Co. is expected to be the registered Holder of the
Global Notes. Unless and until Certificated Notes are issued under the limited
circumstances described herein, no person acquiring an interest in the Notes (a
"Book-Entry Note Owner") will be entitled to receive a certificate representing
such person's interest in such Notes. All references herein or in the Prospectus
to actions by Holders shall refer to actions taken by DTC upon instructions from
its Participants (as defined herein), and all references herein or in the
Prospectus to payments to Holders shall refer to payments to DTC or Cede & Co.,
as the registered Holder of the Global Notes, for distribution to Book-Entry
Note Owners in accordance with DTC procedures.
The following is based on information furnished by DTC:
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants") deposit
with DTC. DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations ("Direct Participants").
DTC is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc. Access to the DTC system is also available to
others, such as securities brokers and dealers, banks and trust companies that
clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). The Rules (as defined
herein) applicable to DTC and its Participants are on file with the Securities
and Exchange Commission.
Book-Entry Note Owners that are not Participants or Indirect Participants
but desire to purchase, sell or otherwise transfer ownership of, or other
interests in, Notes may do so only through Participants and Indirect
Participants. In addition, Book-Entry Owners will receive all payments of
principal, premium, if any, and interest from the Trustee through Participants
and, if applicable, Indirect Participants. Under a book-entry format, Book-Entry
Note Owners may experience some delay in their receipt of payments, since such
payments will be forwarded by the Trustee to Cede & Co., as nominee of DTC. DTC
will forward such payments to its Participants which thereafter will forward
them to Indirect Participants or Book-Entry Note Owners. Book-Entry Note Owners
will not be recognized by the Trustee as Holders, as such term is used in the
Indenture, and Book-Entry Note Owners will only be permitted to exercise the
rights of Holders indirectly through DTC and its Participants.
Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC is required to make book-entry transfers among
Participants on whose behalf it acts with respect to the Notes and is required
to receive and transmit payments of principal, premium, if any, and interest on
the Notes. Participants and Indirect Participants with which Book-Entry Note
Owners have accounts with respect to the Notes similarly are required to make
book-entry transfers and receive and transmit such payments on behalf of their
respective Book-Entry Note Owners.
Because DTC can only act on behalf of Participants, which in turn act on
behalf of Indirect Participants and certain banks, the ability of a Book-Entry
Note Owner to pledge Notes to persons or entities that do not
S-4
<PAGE> 5
participate in the DTC system, or otherwise take actions in respect of such
Notes, may be limited due to the lack of a physical certificate for such Notes.
DTC has advised the Company that it will take any action permitted to be
taken by a Holder under the Indenture only at the direction of one or more
Participants to whose account with DTC the Notes are credited.
Notes in fully registered certificated form ("Certificated Notes") will be
issued to Book-Entry Note Owners or their nominees, rather than to DTC or its
nominees, only if (i) the Company advises the Trustee in writing that DTC is no
longer willing or able to discharge properly its responsibilities as depository
with respect to such Notes, and the Trustee or the Company is unable to locate a
qualified successor, or (ii) the Company, at its option, elects to terminate the
book-entry system through DTC.
Upon the occurrence of either of the events described in the immediately
preceding paragraph, DTC is required to notify all Participants of the
availability through DTC of Certificated Notes. Upon surrender by DTC of a
Global Note representing the Notes and instructions for re-registration, the
Trustee will issue the Notes in the form of Certificated Notes, and thereafter
the Trustee will recognize the registered holders of such Certificated Notes as
Holders under the Indenture.
S-5
<PAGE> 6
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
and related Pricing Agreement referred to therein, the Company has agreed to
sell to each of the Underwriters named below, and each of the Underwriters has
severally agreed to purchase, the principal amounts of the Notes set forth
opposite its name below.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
UNDERWRITER OF NOTES
----------- ------------
<S> <C>
J.P. Morgan Securities Inc.................................. $100,000,000
Goldman, Sachs & Co......................................... 100,000,000
SBC Warburg Dillon Read Inc................................. 100,000,000
------------
Total.................................................. $300,000,000
============
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Notes, if any are
taken.
The Company has been advised by the Underwriters that they propose to offer
part of the Notes directly to the public at the initial public offering price
and on the terms set forth on the cover page of this Prospectus Supplement and
part to certain dealers at a price that represents a concession not in excess of
0.40% of the principal amount of the Notes. The Underwriters may allow, and such
dealers may reallow, a concession not in excess of 0.25% of the principal amount
of the Notes to certain other dealers. After the initial offering of the Notes,
the offering price, concessions and reallowances may be varied by the
Underwriters.
The Company does not intend to apply for listing of the Notes on a national
securities exchange, but has been advised by the Underwriters that they
currently intend to make a market in the Notes as permitted by applicable laws
and regulations. The Underwriters are not obligated, however, to make a market
in the Notes and any such market-making may be discontinued at any time at the
sole discretion of the Underwriters. Accordingly, no assurance can be given as
to the liquidity of, or trading market for, the Notes.
In connection with the offering, the Underwriters may purchase and sell the
Notes in the open market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover syndicate short positions
created in connection with the offering. Stabilizing transactions consist of
certain bids or purchases for the purpose of preventing or retarding a decline
in the market price of the Notes, and syndicate short positions involve the sale
by the Underwriters of a greater aggregate principal amount of Notes than they
are required to purchase from the Company in the offering. The Underwriters also
may impose a penalty bid, whereby selling concessions allowed to syndicate
members or other broker-dealers in respect of the Notes sold in the offering for
their account may be reclaimed by the syndicate if such Notes are repurchased by
the syndicate in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the Notes, which may
be higher than the price that might otherwise prevail in the open market; and
these activities, if commenced, may be discontinued at any time. These
transactions may be effected in the over-the-counter market or otherwise.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
In the ordinary course of business, certain of the Underwriters and their
affiliates have engaged and may engage in the future in transactions with the
Company and its affiliates.
VALIDITY OF NOTES
The validity of the Notes will be passed upon for the Company by Lawrence
J. McCabe, Senior Vice President, General Counsel and Secretary of the Company,
and for the Underwriters by Sullivan & Cromwell, New York, New York. Mr. McCabe
beneficially owns shares of the Company's common stock and holds options to
purchase additional shares of common stock.
S-6
<PAGE> 7
LOGO
H. J. HEINZ COMPANY
DEBT SECURITIES
AND WARRANTS TO PURCHASE
DEBT SECURITIES
------------------------
H. J. Heinz Company (the "Company") may offer, from time to time, debt
securities consisting of debentures, notes and/or other unsecured evidences of
indebtedness (the "Debt Securities") which Debt Securities may include warrants
(the "Warrants") in respect thereof at an aggregate principal amount not to
exceed $750,000,000 (including the principal amount of Debt Securities
deliverable upon exercise of Warrants), or, if the principal of the Debt
Securities is payable in a foreign or composite currency, the equivalent thereof
at the time of the offering. The Debt Securities may be offered as separate
series and may be offered in amounts, at prices and on terms to be determined at
the time of sale. When a particular series of Debt Securities (the "Offered Debt
Securities") are offered, a supplement to this Prospectus (a "Prospectus
Supplement") will be delivered with this Prospectus setting forth the terms of
such Offered Debt Securities, including, if applicable, the specific
designation, aggregate principal amount, denominations, currency, purchase
price, maturity, rate (which may be fixed or variable) and time of payment of
interest, redemption terms, and any listing on a securities exchange of the
Offered Debt Securities and terms of the Warrants (if applicable).
The Debt Securities may be issued in registered or bearer form or both. In
addition, all or a portion of the Debt Securities of a series may be issued in
temporary or permanent global form. Debt Securities in bearer form will be
offered only to non-United States persons and to offices located outside the
United States of certain United States financial institutions.
The Company may sell the Offered Debt Securities and Warrants to or through
underwriters, and also may sell the Offered Debt Securities and Warrants
directly to other purchasers or through agents. See "Plan of Distribution." The
accompanying Prospectus Supplement will set forth the names of any underwriters
or agents involved in the sale of the Offered Debt Securities and Warrants in
respect of which this Prospectus is being delivered, the principal amounts, if
any, of Offered Debt Securities to be purchased by such underwriters and the
compensation, if any, of such underwriters or agents. The net proceeds to the
Company from such sale will be set forth in the Prospectus Supplement.
------------------------
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.
------------------------
THE DATE OF THIS PROSPECTUS IS MARCH 19, 1998.
<PAGE> 8
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS AND ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH
THEY RELATE OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT 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 THEREOF OR THAT
THE INFORMATION IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------
TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information....................................... 3
Incorporation of Certain Documents
by Reference.............................................. 3
The Company................................................. 4
Ratio of Earnings to Fixed Charges.......................... 5
Use of Proceeds............................................. 5
Description of Debt Securities.............................. 5
Description of Warrants..................................... 10
Plan of Distribution........................................ 11
Legal Opinions.............................................. 12
Experts..................................................... 12
Special Note Regarding Forward Looking Statements........... 12
</TABLE>
2
<PAGE> 9
AVAILABLE INFORMATION
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 can be inspected and
copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 or at its
Regional Offices located at Citicorp Center, 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. Such material may also be inspected on the Internet at the
Commission's website (http://www.sec.gov). In addition, reports, proxy materials
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, 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 Debt Securities 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 April
30, 1997 filed with the Commission (File No. 1-3385) and the Company's Quarterly
Reports on Form 10-Q for the three months ended July 30, 1997, the six months
ended October 29, 1997 and the nine months ended January 28, 1998 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 Debt
Securities 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 into such documents) 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.
3
<PAGE> 10
THE COMPANY
The 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. The principal executive offices of the Company are located at
600 Grant Street, Pittsburgh, Pennsylvania 15219 and its telephone number is
412-456-5700.
The Company and its subsidiaries manufacture and market an extensive line
of processed food products throughout the world. The Company's products include
ketchup and sauces/condiments, pet food, tuna and other seafood products, baby
food, frozen potato products, soup (canned and frozen), lower calorie products
(frozen entrees, frozen desserts, frozen breakfasts, dairy and other products),
beans, pasta, full calorie frozen dinners and entrees, coated products, bakery
products, vegetables and fruits (frozen and canned), chicken, frozen pizza and
pizza components, edible oils, margarine/shortening, vinegar, pickles, juices,
canned meats and other processed food products. The Company also operates and
franchises weight control classes and operates other related programs and
activities.
The Company's products are widely distributed around the world. Many of the
Company's products are marketed under the "Heinz" trademark, principally in the
United States, Canada, the United Kingdom, other western European countries,
Australia, Venezuela, Japan, the People's Republic of China, the Republic of
Korea and Thailand. Other important trademarks include "Star-Kist" for tuna
products, "Ore-Ida" for frozen retail potato products, "Bagel Bites" for pizza
snack products, "Moore's" for retail coated vegetables, "Rosetto" for frozen
pasta products, "Earth's Best" for baby food and "Dyna Bites" and "Cheese Bites"
for retail snack products, all of which are marketed in the United States. "9
Lives" is used for cat foods, "Kibbles N' Bits", "Ken-L-Ration", "Reward" and
"IVD" for dog food, "Jerky Treats", "Meaty Bone", "Snausages" and "Pup-Peroni"
for dog snacks, and "Nature's Recipe" for dog and cat foods, all of which are
marketed in the United States and Canada. "Amore" is used for cat foods, "Kozy
Kitten" for canned cat foods, "Cycle", "Gravy Train", "Skippy Premium", "Recipe"
and "Vets" for dog food, and "Pounce" for cat treats, all of which are marketed
in the United States. "Chef Francisco" is used for frozen soups and "Omstead" is
used for frozen vegetables, frozen coated products and frozen fish products,
both of which are marketed in the United States and Canada. "Pablum" is used for
baby food products marketed in Canada. "Plasmon", "Nipiol" and "Dieterba" are
used for baby food products, "Ortobuono" for pickled vegetables and fruit in
syrup, "Mare D'Oro" for seafood and "Mareblu" for tuna, "Mr. Foody" for table
and kitchen sauces, and "Bi-Aglut", "Aproten", "Polial" and "Dialibra" for
nutraceutical products, all of which are mainly marketed in Italy. "Petit
Navire" is used for tuna and mackerel products, "Marie Elisabeth" for sardines
and tuna and "Orlando" and "Guloso" for tomato products, all of which are
marketed in various European countries. "John West" is used for tuna, salmon and
other products in the United Kingdom and other European countries. "Pudliszki"
is used for ketchup and other products in Poland. "Wattie's" is used for various
grocery products and frozen foods, "Tegel" for poultry products, "Chef" and
"Champ" for cat and dog foods and "Craig's" for jams and marmalades, all of
which are marketed in New Zealand, Australia and the Asia/Pacific region.
"Hellaby" is used for canned meats in New Zealand and the Asia/Pacific region.
"Farley's" and "Farex" are used for baby food products marketed in Europe,
Canada, India, Australia and New Zealand. "Glucon D" and "Complan" are used for
nutritional drink mixes marketed in India and in the case of "Complan" also
Latin America and New Zealand. "Ganave" is used for pet food in Argentina. "N/R
Original Recipe" is used for dog and cat foods marketed in various European
countries and "Martins", "Medi-Cal" and "Techni-cal" are used for dog and cat
foods in Canada, certain European countries and Japan. "Weight Watchers" is used
in numerous countries in conjunction with owned and franchised weight control
classes, programs, related activities and certain food products. "Budget
Gourmet" is used for frozen entrees and dinners. The Company also markets
certain products under other trademarks and brand names and under private
labels.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's consolidated ratio of earnings
to fixed charges for the periods shown.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
NINE MONTHS ENDED ----------------------------------------------------------------------------
JANUARY 28, 1998 APRIL 30, 1997 MAY 1, 1996 MAY 3, 1995 APRIL 27, 1994 APRIL 28, 1993
- ---------------- -------------- ----------- ----------- -------------- --------------
<S> <C> <C> <C> <C> <C>
5.48 2.56 4.34 4.98 6.20 4.88
</TABLE>
The ratios of earnings to fixed charges were calculated by dividing
earnings by fixed charges. Earnings were calculated by adding income before
income taxes and the cumulative effect of accounting change, interest expense
(including amortization of debt expense and any discount or premium relating to
indebtedness), the interest component of rental expense and the amortization of
capitalized interest. Fixed charges were calculated by adding interest expense
(including amortization of debt expense and any discount or premium relating to
indebtedness), capitalized interest and the interest component of rental
expense.
USE OF PROCEEDS
Except as may be set forth in a Prospectus Supplement, the Company intends
to use the net proceeds from the sale of the Debt Securities to repay short-term
debt, to reduce or retire from time to time other indebtedness, to purchase
common stock of the Company pursuant to the Company's ongoing stock repurchase
program and for other general corporate purposes, including for capital
expenditures for business development.
Depending on market conditions, the financial needs of the Company and
other factors, the Company may, from time to time, undertake additional
financings. The amount and timing of such financings, if any, cannot be
determined at this time.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Offered Debt
Securities and the extent, if any, to which such general provisions may apply to
the Offered Debt Securities will be described in the Prospectus Supplement
relating to such Offered Debt Securities.
The Debt Securities are to be issued under an Indenture (the "Indenture"),
dated as of July 15, 1992, between the Company and The First National Bank of
Chicago, as Trustee (the "Trustee"), which is filed as an exhibit to the
Registration Statement. The following summary of certain general provisions of
the Indenture and the Debt Securities does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, the provisions of
the Indenture, including the definitions therein of certain terms. Whenever
particular provisions in the Indenture are referred to herein, such provisions
are incorporated by reference herein. Unless otherwise defined herein, all
capitalized terms in this section have the definitions ascribed to such terms in
the Indenture, which definitions are incorporated by reference herein.
GENERAL
The Indenture does not limit the amount of Debt Securities that may be
issued thereunder and provides that Debt Securities may be issued thereunder up
to the aggregate principal amount which may be authorized from time to time. The
Debt Securities may be issued from time to time in one or more series. The Debt
Securities will be unsecured and will rank pari passu with all other unsecured
and unsubordinated indebtedness of the Company. The Indenture does not limit the
amount of other indebtedness or securities, other than certain secured
indebtedness as described below, that may be issued by the Company.
Debt Securities of a series may be issued in registered form ("Registered
Securities") or bearer form ("Bearer Securities") or both as specified in the
terms of the series. Debt Securities in bearer form will be offered only to
non-United States persons and to offices located outside the United States of
certain United States financial institutions. Debt Securities of a series may be
issued in whole or in part in the form of one or more
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<PAGE> 12
global securities ("Global Securities") registered in the name of a depository
or its nominee and, in such case, beneficial interests in the Global Securities
will be shown on, and transfers thereof will be effected only through, records
maintained by the designated depository and its participants.
Reference is made to the Prospectus Supplement relating to the particular
series of Offered Securities offered thereby for the following terms of the
Offered Debt Securities:
- The designation, aggregate principal amount and authorized denominations;
- The issue price expressed as a percentage of the aggregate principal
amount;
- The date or dates of maturity;
- The interest rate per annum (fixed or floating) or the method by which
such interest rate will be determined;
- The dates interest will commence accruing and, if applicable, be paid
and, for Registered Securities, the record dates for interest payments;
- Where principal and interest, if any, will be paid;
- Any optional or mandatory sinking fund provisions;
- The dates and redemption prices relating to any optional or mandatory
redemption provisions and other terms and provisions of any optional or
mandatory redemptions;
- The denominations of Registered Securities if other than denominations of
$1,000 and any multiple thereof, and the denominations of Bearer
Securities if other than denominations of $5,000;
- The portion of the principal amount payable on declaration of
acceleration of maturity or provable in bankruptcy, if other than the
principal amount;
- Any Events of Default, if not set forth in the Indenture;
- The currency or currencies, including composite currencies, of payment of
the principal of (and premium, if any) and interest (if any), if other
than the currency of the United States of America;
- If the principal (and premium, if any) or interest, if any, are to be
payable, at the election of the Company or any holder thereof, in coin or
currency other than that in which the Offered Debt Securities of the
series are stated to be payable, the period or periods within which, and
the terms and conditions on which, such election may be made;
- If such securities are to be denominated in a currency or currencies,
including composite currencies, other than the currency of the United
States of America, the equivalent price in the currency of the United
States of America for purposes of determining the voting rights of
Holders of such Offered Debt Securities as Outstanding Securities under
the Indenture;
- If the amount of payments of principal of (and premium, if any), or
portions thereof, or interest may be determined with reference to an
index, formula or other method, the manner of determining such amounts;
- Whether the Offered Debt Securities will be issuable in registered or
bearer form or both, any restrictions applicable to the offer, sale or
delivery of the Offered Debt Securities in bearer form and whether the
Offered Debt Securities in bearer form will be exchangeable (and the
terms on which such exchange may be made) for Offered Debt Securities in
registered form;
- Whether Offered Debt Securities will be issued in whole or in part in the
form of one or more Global Securities and, if so, the method of
transferring beneficial interest in such Global Security or Global
Securities;
- The application, if any, of certain provisions of the Indenture relating
to defeasance and discharge, and related conditions;
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<PAGE> 13
- Any additional restrictive covenants or other material terms relating
thereto which may not be inconsistent with the Indenture; and
- Any applicable federal income tax consequences.
Reference also is made to the Prospectus Supplement relating to the
particular series of Offered Debt Securities offered thereby for information
with respect to Warrants to purchase such Offered Debt Securities, if any.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
principal (and premium, if any) will be payable and the Registered Securities
will be transferable at the corporate trust office of the Trustee in New York,
New York. Unless other arrangements are made, interest, if any, will be paid by
checks mailed to the Holders of Registered Securities at their registered
addresses. To the extent set forth in the Prospectus Supplement relating
thereto, Bearer Securities and the coupons appertaining thereto will be payable,
against surrender thereof, subject to any applicable laws and regulations, at
the offices of such paying agencies outside the United States as the Company may
appoint from time to time. No service charge will be made for any transfer or
exchange of the Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
One or more series of the Debt Securities may be issued as discounted Debt
Securities (bearing no interest or interest at a rate which at the time of
issuance is below market rates) to be sold at a substantial discount below their
stated principal amount. Federal income tax consequences and other special
considerations applicable to any such discounted Debt Securities will be
described in the Prospectus Supplement relating thereto.
The Company will comply with Section 14(e) under the Exchange Act, and any
other tender offer rules under the Exchange Act which may then be applicable, in
connection with any obligation of the Company to purchase Offered Debt
Securities at the option of the holders thereof. Any such obligation applicable
to a Series of Debt Securities will be described in the Prospectus Supplement or
Prospectus Supplements relating thereto.
The Company may at any time purchase Debt Securities at any price in the
open market or otherwise. Debt Securities so purchased by the Company may, at
its sole option, be held, resold or surrendered to the Trustee for cancellation.
HIGHLY LEVERAGED TRANSACTIONS
Unless otherwise described in a Prospectus Supplement relating to any
Offered Debt Securities, there are no covenants or provisions contained in the
Indenture which may afford the holders of Offered Debt Securities direct
protection in the event of a highly leveraged transaction involving the Company.
CERTAIN DEFINITIONS
"Consolidated Net Assets" means total assets after deducting therefrom all
current liabilities as set forth on the most recent balance sheet of the Company
and its consolidated Subsidiaries and computed in accordance with generally
accepted accounting principles.
"Funded Debt" means (i) all indebtedness for money borrowed having a
maturity of more than 12 months from the date as of which the determination is
made or having a maturity of 12 months or less but by its terms being renewable
or extendible beyond 12 months from such date at the option of the borrower and
(ii) rental obligations payable more than 12 months from such date under leases
which are capitalized in accordance with generally accepted accounting
principles (such rental obligations to be included as Funded Debt at the amount
so capitalized and to be included for the purposes of the definition of
Consolidated Net Assets both as an asset and as Funded Debt at the amount so
capitalized).
"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
"Principal Property" means any manufacturing or processing plant or
warehouse owned at the date hereof or hereafter acquired by the Company or any
Restricted Subsidiary of the Company which is located within the
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<PAGE> 14
United States and the gross book value (including related land and improvements
thereon and all machinery and equipment included therein without deduction of
any depreciation reserves) of which on the date as of which the determination is
being made exceeds 2% of Consolidated Net Assets other than (i) any such
manufacturing or processing plant or warehouse or any portion thereof (together
with the land on which it is erected and fixtures comprising a part thereof)
which is financed by industrial development bonds which are tax exempt pursuant
to Section 103 of the Internal Revenue Code (or which receive similar tax
treatment under any subsequent amendments thereto or any successor laws thereof
or under any other similar statute of the United States), (ii) any property
which in the opinion of the Board of Directors is not of material importance to
the total business conducted by the Company as an entirety or (iii) any portion
of a particular property which is similarly found not to be of material
importance to the use or operation of such property.
"Restricted Subsidiary" means a Subsidiary of the Company (i) substantially
all the property of which is located, or substantially all the business of which
is carried on, within the United States and (ii) which owns a Principal
Property.
"Subsidiary" means any corporation more than 50% of the outstanding Voting
Stock of which at the time of determination is owned, directly or indirectly, by
the Company and/or by one or more other Subsidiaries.
"Voting Stock" means capital stock of a corporation of the class or classes
having general voting power under ordinary circumstances to elect at least a
majority of the Board of Directors, managers or trustees of such corporation
(irrespective of whether or not at the time stock of any other class or classes
shall have or might have voting power upon the occurrence of any contingency).
RESTRICTIONS ON SECURED DEBT
If the Company or any Restricted Subsidiary shall after the date of the
Indenture incur or guarantee any evidence of indebtedness for money borrowed
("Debt") secured by a mortgage, pledge or lien ("Mortgage") on any Principal
Property of the Company or any Restricted Subsidiary, or on any share of stock
or Debt of any Restricted Subsidiary, the Company will secure or cause such
Restricted Subsidiary to secure the Debt Securities, other than any series of
Debt Securities established by or pursuant to a Board Resolution or in one or
more supplemental indentures which specifically provide otherwise, equally and
ratably with (or, at the Company's option, prior to) such secured Debt, unless
the aggregate amount of all such secured Debt would not exceed 10% of
Consolidated Net Assets.
The above restrictions will not apply to, and there will be excluded from
secured Debt in any computation under such restrictions, Debt secured by (a)
Mortgages on property of, or on any shares of stock of or Debt of, any
corporation existing at the time such corporation becomes a Restricted
Subsidiary, (b) Mortgages in favor of the Company or a Restricted Subsidiary,
(c) Mortgages in favor of governmental bodies to secure progress, advance or
other payments pursuant to any contract or provisions of any statute, (d)
Mortgages on property, shares of capital stock or Debt existing at the time of
acquisition thereof (including acquisition through merger or consolidation) and
purchase money and construction Mortgages which are entered into within time
limits specified in the Indenture, (e) Mortgages securing industrial revenue
bonds, pollution control bonds or other similar tax-exempt bonds, (f) mechanics'
and similar liens arising in the ordinary course of business in respect of
obligations not due or being contested in good faith, (g) Mortgages arising from
deposits with or the giving of any form of security to any governmental agency
required as a condition to the transaction of business or to the exercise of any
privilege, franchise or license, (h) Mortgages for taxes, assessments or
governmental charges or levies which are not then due or, if delinquent, are
being contested in good faith, (i) Mortgages (including judgment liens) arising
from legal proceedings being contested in good faith, (j) Mortgages existing at
the date of the Indenture and (k) any extension, renewal or refunding of any
Mortgage referred to in the foregoing clauses (a) through (j) inclusive.
MERGER AND CONSOLIDATION
The Company covenants that it will not merge or sell, convey, transfer or
lease all or substantially all of its assets unless the successor Person is the
Company or another Person organized under the laws of the United States
(including any state thereof and the District of Columbia) which assumes the
Company's obligations on
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<PAGE> 15
the Debt Securities and under the Indenture and, after giving effect to such
transaction, the Company or the successor Person would not be in default under
the Indenture.
EVENTS OF DEFAULT
The Indenture defines "Events of Default" with respect to the Debt
Securities of any series as being one of the following events: (i) default in
the payment of any installment of interest on that series for 30 days after
becoming due; (ii) default in the payment of principal on that series when due;
(iii) default in the deposit of any sinking fund payment when due; (iv) default
in the performance or breach of any other covenant or warranty in the Debt
Securities of that series or the Indenture (other than a covenant included in
the Indenture solely for the benefit of any series of Debt Securities other than
that series) for 90 days after notice; (v) certain events of bankruptcy,
insolvency or reorganization; and (vi) any other Event of Default provided with
respect to Debt Securities of that series. If an Event of Default shall occur
and be continuing with respect to the Debt Securities of any series, either the
Trustee or the holders of at least 25% in principal amount of the Debt
Securities then outstanding of that series may declare the principal (or such
portion thereof as may be specified in the Prospectus Supplement relating to
such series) of the Debt Securities of such series to be due and payable. Under
certain conditions, such a declaration may be annulled.
The Indenture provides that the Trustee shall, within 90 days after the
occurrence of a default known to it, give the holders of Debt Securities notice
of all uncured defaults known to it (the term "default" to mean the events
specified above without grace periods); provided, however, that, except in the
case of default in the payment of principal of or interest on any Debt Security,
the Trustee shall be protected in withholding such notice if it in good faith
determines the withholding of such notice is in the interest of the holders of
Debt Securities.
The Company will be required to furnish to the Trustee annually a statement
by certain officers of the Company to the effect that to the best of their
knowledge the Company has complied with all of its conditions and covenants
under the Indenture or, if the Company has not so complied, specifying each such
default.
The holders of a majority in principal amount of the outstanding Debt
Securities of any series will have the right, subject to certain limitations, to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Debt Securities of such series, and to waive certain
defaults with respect thereto. The Indenture provides that in case an Event of
Default shall occur and be continuing, the Trustee shall exercise such of its
rights and powers under the Indenture, and use the same degree of care and skill
in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs. Subject to such provisions, the
Trustee will be under no obligation to exercise any of its rights or powers
under the Indenture at the request of any of the holders of Debt Securities
unless they shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request.
MODIFICATION OF THE INDENTURE
With certain exceptions, the Indenture may be modified or amended with the
consent of the holders of not less than a majority in principal amount of the
outstanding Debt Securities of each series affected by the modification;
provided, however, that no such modification or amendment may be made, without
the consent of the holder of each Debt Security affected, which would (i) reduce
the principal amount of or the interest on any Debt Security, change the stated
maturity of the principal of, or any installment of principal of or interest on,
any Debt Security, or the other terms of payment thereof, or (ii) reduce the
above-stated percentage of Debt Securities, the consent of the holders of which
is required to modify or amend the Indenture, or the percentage of Debt
Securities of any series, the consent of the holders of which is required to
waive compliance with certain provisions of the Indenture or to waive certain
past defaults.
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<PAGE> 16
DEFEASANCE AND DISCHARGE
The Indenture provides that the Company may elect, with respect to the Debt
Securities of any series, either:
(i) to terminate (and be deemed to have satisfied) any and all
obligations in respect of such Debt Securities (except for certain
obligations to register the transfer or exchange or Debt Securities, to
replace stolen, lost or mutilated Debt Securities, to maintain paying
agencies and hold monies for payment in trust and, if so specified with
respect to the Debt Securities of a certain series, to pay the principal of
(and premium, if any) and interest, if any, on such specified Debt
Securities); or
(ii) to be released from its obligations with respect to such Debt
Securities under Section 1004 of the Indenture (being the restrictions
described above under "Restrictions on Secured Debt");
in either case on the 91st day after the deposit with the Trustee, in trust, of
money and/or U.S. Government Obligations (as defined) which through the payment
of interest and principal thereof in accordance with their terms will provide
money in an amount sufficient to pay any installment of principal (and premium,
if any) and interest, if any, on and any mandatory sinking fund payments in
respect of such Debt Securities on the stated maturity of such payments in
accordance with the terms of the Indenture and such Debt Securities. Such a
trust may be established only if, among other things, the Company has delivered
to the Trustee an Opinion of Counsel (who may be counsel to the Company) to the
effect that, based upon applicable Federal income tax law or a ruling published
by the United States Internal Revenue Service, such a defeasance and discharge
will not be deemed, or result in, a taxable event with respect to holders of
such Debt Securities. The designation of such provisions, Federal income tax
consequences and other considerations applicable thereto will be described in
the Prospectus Supplement relating thereto. If so specified with respect to the
Debt Securities of a series, such a trust may be established only if
establishment of the trust would not cause the Debt Securities of any such
series listed on any nationally recognized securities exchange to be de-listed
as a result thereof.
CONCERNING THE TRUSTEE
The First National Bank of Chicago is the Trustee under the Indenture and
has been appointed by the Company as initial Security Registrar with regard to
the Debt Securities. The Company currently does, and from time to time in the
future may, maintain lines of credit and have customary banking relationships
with the Trustee. The Trustee currently serves as trustee for the Company's
$300,000,000 6 3/4% Notes due 1999 and the $200,000,000 6 7/8% Notes due 2003.
In addition, the Trustee may serve as trustee for other debt securities issued
by the Company from time to time.
DESCRIPTION OF WARRANTS
The Company may issue, together with other Debt Securities, Warrants for
the purchase of Debt Securities. The Warrants will be issued under Warrant
Agreements (each a "Warrant Agreement") to be entered into between the Company
and a bank or trust company, as Warrant Agent (the "Warrant Agent"), all as
shall be set forth in the Prospectus Supplement or Prospectus Supplements
relating to Warrants being offered thereby. A copy of the form of Warrant
Agreement, including the form of Warrant Certificate representing the Warrants
(the "Warrant Certificates"), is filed as an exhibit to the Registration
Statement. The following summaries of certain provisions of the Warrant
Agreement and the Warrant Certificates do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all the
provisions of the Warrant Agreement and the Warrant Certificates, respectively,
including the definitions therein of certain terms.
GENERAL
The Prospectus Supplement or Prospectus Supplements relating to any
Warrants will describe the terms of the Warrants offered thereby, the Warrant
Agreement relating to such Warrants and the Warrant Certificates representing
such Warrants, including the following:
- The designation, aggregate principal amount and terms of the Debt
Securities purchasable upon exercise of such Warrants and the procedures
and conditions relating to the exercise of such Warrants;
- The designation and terms of any related Debt Securities with which such
Warrants are issued and the number of such Warrants issued with each such
Debt Security;
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<PAGE> 17
- The date such Warrants and the related Debt Securities will be separately
transferrable, if applicable;
- The principal amount of Debt Securities purchasable upon exercise of such
Warrants and the applicable exercise price;
- The dates the right to exercise such Warrants shall commence and expire
(the "Expiration Date");
- A discussion of certain applicable United States Federal income tax
considerations; and
- Whether the Warrants represented by the Warrant Certificates will be
issued in registered or bearer form, and, if registered, where they may
be transferred and registered.
Warrant Certificates will be exchangeable for new Warrant Certificates of
different denominations and Warrants may be exercised at the corporate trust
office of the Warrant Agent or any other office indicated in the applicable
Prospectus Supplement. Prior to the exercise of their Warrants, holders of
Warrants will not have any of the rights of holders of the Debt Securities
purchasable upon such exercise (except to the extent that consent of holders of
Warrants may be required for certain modifications of the terms of the Indenture
and of a Series of Debt Securities issuable upon exercise of the Warrants) and
will not be entitled to payments of principal of or interest, if any, on the
Debt Securities purchasable upon such exercise.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder thereof to purchase for cash such
principal amount of Debt Securities at such exercise price as shall in each case
be set forth in, or be determinable as set forth in, the Prospectus Supplement
relating to the Warrants offered thereby. Warrants may be exercised at any time
up to the close of business on the Expiration Date set forth in the Prospectus
Supplement relating to the Warrants offered thereby. After the close of business
on the Expiration Date, unexercised Warrants will become void.
Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Warrants offered thereby. As soon as practicable after the
proper exercise of a Warrant, the Company shall issue, pursuant to the
Indenture, the Debt Securities purchased upon such exercise. If less than all of
the Warrants represented by such Warrant Certificate are exercised, a new
Warrant Certificate will be issued for the remaining amount of Warrants.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities and Warrants to or through
underwriters, and also may sell Debt Securities and Warrants directly to other
purchasers or through agents. The distribution of the Debt Securities and
Warrants may be effected from time to time in one or more transactions at a
fixed price or prices, which may be changed, or at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Prospectus Supplement will describe the method of
distribution of the Offered Debt Securities and Warrants.
In connection with the sale of Debt Securities and Warrants, underwriters
may receive compensation from the Company or from purchasers of Debt Securities
and Warrants for whom they may act as agents in the form of discounts,
concessions or commissions. Underwriters may sell Debt Securities and Warrants
to or through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the purchasers for whom they may act
as agent. Underwriters, dealers and agents that participate in the distribution
of Debt Securities and Warrants may be deemed to underwriters, and any
discounts, commissions or concessions received by them and any profit on the
resale of Debt Securities or Warrants by them may be deemed to be underwriting
discounts and commissions under the Securities Act. Any such underwriter or
agent will be identified, and any such compensation will be described, in the
Prospectus Supplement.
Under agreements that may be entered into by the Company, underwriters,
dealers and agents that participate in the distribution of Debt Securities or
Warrants may be entitled to indemnification or contribution by the Company
against certain liabilities, including liabilities under the Securities Act.
Each underwriter, dealer and agent participating in the distribution of any
Debt Securities that are issuable as Bearer Securities will agree that it will
not offer, sell or deliver, directly or indirectly, Bearer Securities in the
United States or to United States persons (other than qualifying financial
institutions) in connection with the original issuance of such Debt Securities.
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<PAGE> 18
LEGAL OPINIONS
The validity of the Offered Debt Securities and Warrants will be passed
upon for the Company by Lawrence J. McCabe, Senior Vice President, General
Counsel and Secretary of the Company, and for the underwriters, dealers or
agents, if any, by Sullivan & Cromwell, New York, New York, unless otherwise
specified in the Prospectus Supplement. Mr. McCabe beneficially owns shares of
the Company's common stock and holds options to purchase additional shares of
common stock.
EXPERTS
The consolidated financial statements of the Company as of April 30, 1997
and May 1, 1996 and for each of the three fiscal years in the period ended April
30, 1997 incorporated in this Prospectus by reference to the Annual Report on
Form 10-K for the fiscal year ended April 30, 1997 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.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Section 21E of the Exchange Act provides a "safe harbor" for
forward-looking statements to encourage companies to provide prospective
information about their companies, so long as those statements are identified as
forward-looking and are accompanied by meaningful cautionary statements
identifying important factors that could cause actual results to differ
materially from those discussed in the statements. The Company desires to take
advantage of the "safe harbor" provisions of the Exchange Act with regard to the
forward-looking statements contained in this Prospectus and any document
incorporated by reference herein. The forward-looking statements are and will be
based on management's then current views and assumptions regarding future events
and financial performance. The factors identified by the Company include, among
other things, the following: general economic and business conditions in the
domestic and global markets; actions of competitors, including competitive
pricing; changes in consumer preferences and spending patterns; changes in
social and demographic trends; changes in laws and regulations, including
changes in taxation and accounting standards; foreign economic conditions,
including currency exchange rate fluctuations; interest rate fluctuations; the
effects of changing prices for, and availability of, the raw material used by
the Company; and the effectiveness of the Company's marketing, advertising and
promotional programs.
12
