<PAGE>
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
H.J. HEINZ COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF HEINZ]
H. J. Heinz Company
World Headquarters
600 Grant Street
Pittsburgh, Pennsylvania 15219
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of H.J.
Heinz Company to be held at 2 P.M. on Wednesday, September 8, 1999, at Heinz
Hall for the Performing Arts, 600 Penn Avenue, Pittsburgh, Pennsylvania.
Information about the business of the meeting and the nominees for election to
the Board of Directors is set forth in the formal meeting notice and the Proxy
Statement on the following pages.
It is important that your shares be represented at the meeting. Whether or not
you plan to attend the meeting in person, we hope that you will vote on the
matters to be considered and sign, date and return your proxy in the enclosed
envelope as promptly as possible.
In accordance with our regular practice, a report of annual meeting
proceedings, including an account of actions taken, will be sent to you
following the meeting.
Respectfully yours,
/s/ Anthony J. F. O'Reilly
Anthony J. F. O'Reilly
Chairman of the Board
August 3, 1999
<PAGE>
Notice of
Annual Meeting of Shareholders
The Annual Meeting of Shareholders of H. J. Heinz Company will be held at Heinz
Hall for the Performing Arts, 600 Penn Avenue, Pittsburgh, Pennsylvania, on
Wednesday, September 8, 1999, at 2 P.M. Eastern Daylight Time, for the
following purposes:
(1) To elect 17 directors for a term of one year;
(2) To elect auditors to audit the financial statements of the Company and
certain of its subsidiaries for the fiscal year ending May 3, 2000;
(3) To approve the performance goals under the H. J. Heinz Company
Incentive Compensation Plan;
(4) To approve the H. J. Heinz Company Global Stock Purchase Plan; and
(5) To consider and act upon such other business as may properly come
before the meeting.
Your attention is directed to the accompanying Proxy Statement for a
description of matters to be considered at the meeting.
Holders of record as of the close of business on July 16, 1999 of the Company's
Common Stock and Third Cumulative Preferred Stock, $1.70 First Series, are
entitled to notice of and to vote at the meeting. A list of the shareholders
entitled to vote at the meeting will be available for inspection at the meeting
for purposes relating to the meeting.
Please sign, date and return the enclosed proxy promptly in the envelope
provided, which requires no United States postage. Your compliance with this
request will be appreciated and will assist in obtaining a quorum. Such action
will not limit your right to vote in person or to attend the meeting.
Lawrence J. McCabe
Secretary
August 3, 1999
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Page
<S> <C>
General Information....................................................... 1
Security Ownership of Management.......................................... 2
Board of Directors and Committees of the Board............................ 4
Matters to Be Acted Upon
1. Election of Directors................................................. 5
2. Election of Auditors.................................................. 8
3. Approval of Performance Goals Under H. J. Heinz Company Incentive
Compensation Plan.................................................... 8
4. Approval of H. J. Heinz Company Global Stock Purchase Plan............ 9
5. Other Business........................................................ 11
Executive Compensation.................................................... 11
Report of Management Development and Compensation Committee
on Executive Compensation................................................ 14
Performance Graph--Five Fiscal Years (1994-1999).......................... 16
Additional Information.................................................... 17
Appendix A--H. J. Heinz Company Global Stock Purchase Plan................ A-1
</TABLE>
<PAGE>
Proxy Statement
General Information
This Proxy Statement and the enclosed proxy card are being mailed to you by
your Board of Directors starting on or about August 3, 1999. The Board of
Directors requests that your shares be represented at the Annual Meeting by the
proxies named in the proxy card.
Who Can Vote
You are entitled to vote at the Annual Meeting if the Company's shareholder
records on July 16, 1999 (the record date) showed that you owned Heinz Common
Stock or Third Cumulative Preferred Stock, $1.70 First Series (the "Preferred
Stock"). As of July 16, 1999, there were 358,486,738 shares of Common Stock and
17,334 shares of Preferred Stock outstanding. Each share of Common Stock has
one vote and each share of Preferred Stock has one-half vote. The enclosed
proxy card shows the number of shares which you are entitled to vote.
How To Vote
You may vote in person at the Annual Meeting or by using the enclosed proxy
card. The Board of Directors recommends that you vote by proxy even if you plan
to attend the meeting.
How Proxies Work
The Board of Directors is asking for your proxy. Giving us your proxy means
that you authorize us to vote your shares at the meeting in the manner you
direct. You may vote for all, some, or none of our director candidates. You may
also vote for or against the other proposals or abstain from voting.
If you sign and return the enclosed proxy card but do not specify how to vote,
we will vote your shares in favor of our director nominees, the election of
PricewaterhouseCoopers LLP as auditors, the approval of the performance goals
under the Incentive Compensation Plan and approval of the Global Stock Purchase
Plan.
Revoking A Proxy
You may revoke your proxy before it is voted by submitting a new proxy with a
later date, by voting in person at the meeting, or by notifying the Company's
Secretary in writing.
Quorum
In order to carry on the business of the meeting, there must be a quorum. This
means at least a majority of the outstanding shares eligible to vote (with each
share of Preferred Stock counting as one-half of a share for purposes of the
quorum) must be represented at the meeting, either by proxy or in person.
Votes Needed
The director nominees receiving the highest number of votes will be elected to
fill the seats on the Board. Approval of the other proposals requires the
favorable vote of a majority of the votes cast. Only votes for or against a
proposal count. Abstentions and broker non-votes count for quorum purposes but
not for voting purposes and are not considered to be votes cast. Broker non-
votes occur when a broker returns a proxy but does not have authority to vote
on a particular proposal.
Attending the Annual Meeting
All shareholders on July 16, 1999 can attend the Annual Meeting. If the shares
are in your name and you wish to attend the Annual Meeting, check the box on
your proxy card and an admission ticket will be mailed to you provided your
proxy card is received by September 1, 1999. Otherwise, an admission ticket
will be available at the registration desk at the Annual Meeting. If your
shares are held through a broker, contact your broker and request that they
provide you with evidence of your stock ownership. This documentation, when
presented at the registration desk, will allow you to attend the meeting. One
admission ticket will permit two persons to attend.
1
<PAGE>
Security Ownership of Management
The following table sets forth all equity securities of the Company
beneficially owned as of June 30, 1999 by each director, director nominee and
by all directors, director nominees and executive officers as a group, being 24
in number.
<TABLE>
<CAPTION>
Shares of Total Shares of
Common Stock Common Stock
Owned, Excluding Beneficially Owned
Shares Subject to (including the
Options and Shares Held shares listed in Percent
Shares held in a Options in a Fiduciary the adjacent of
Name Fiduciary Capacity (1) Exercisable (2) Capacity (3) columns) (4) Class (5)
- ------------------------ ---------------------- --------------- -------------- ------------------ ---------
<S> <C> <C> <C> <C> <C>
Anthony J. F. O'Reilly.. 6,202,516 750,000 -0- 6,952,516(6) 1.94%
William R. Johnson...... 268,083 1,379,167 -0- 1,647,250(7) .46%
William P. Snyder III... 57,915 -0- 4,074,366 4,132,281(8) 1.15%
Herman J. Schmidt....... 5,100 -0- -0- 5,100 --
Eleanor B. Sheldon...... 11,600 -0- -0- 11,600 --
Samuel C. Johnson....... 50,700 -0- 10,800 61,500(9) --
Donald R. Keough........ 3,550 -0- -0- 3,550 --
S. Donald Wiley......... 149,042 -0- 3,016,741 3,165,783(10) .88%
Lawrence J. McCabe...... 62,336 249,334 -0- 311,670 --
David R. Williams....... 165,285 461,667 -0- 626,952(7) .17%
Nicholas F. Brady....... 4,500 -0- -0- 4,500(11) --
William C. Springer..... 145,796 1,156,667 -0- 1,302,463 .36%
Edith E. Holiday........ 1,800 -0- -0- 1,800 --
Paul F. Renne........... 52,509 136,667 -0- 189,176(7) --
Candace Kendle.......... 300 -0- -0- 300 --
Mary C. Choksi.......... 300 -0- -0- 300 --
James M. Zimmerman...... 1,300 -0- -0- 1,300 --
Leonard S. Coleman...... 300 -0- -0- 300 --
A. G. Malcolm Ritchie... 31,500 335,000 -0- 366,500 .10
All directors, director
nominees and executive
officers as a group.... 7,462,523 5,310,171 7,101,907 19,874,601 5.46%
</TABLE>
- ---------
(1) Shares listed in this column include all shares in which the named
individuals and all directors, director nominees and executive officers as
a group (other than shares subject to stock options exercisable within 60
days following June 30, 1999 and shares held in a fiduciary capacity as
trustee of a trust) have a present beneficial economic interest and also
include all shares allocated to the accounts of the named individuals and
all directors, director nominees and executive officers as a group under
the Company's Employees Retirement and Savings Plan (W. R. Johnson,
44,839; L. J. McCabe, 35,966; D. R. Williams, 14,785; W. C. Springer,
22,001; P. F. Renne, 42,509; and all directors, director nominees and
executive officers as a group, 229,833).
(2) Represents shares subject to stock options granted under the Company's
stock option plans exercisable within 60 days following June 30, 1999.
(3) Represents shares beneficially owned by the named individual in a
fiduciary capacity as a trustee of a trust.
(4) Shares listed in this column include all shares listed in the adjacent
columns. Each person has both sole voting and sole investment power with
respect to the shares listed, unless otherwise indicated.
2
<PAGE>
(5) The percentages represent the total of shares listed in the adjacent
column divided by the issued and outstanding shares of Common Stock as of
June 30, 1999, plus, where applicable, all stock options granted to the
individual or group, as appropriate, under the Company's stock option
plans exercisable within 60 days following June 30, 1999. Percentages of
less than .1 percent are omitted.
(6) Includes 148,500 shares held by a corporation which is beneficially owned
by Dr. O'Reilly and members of his family and 5,593,416 shares held by
another corporation which is beneficially owned by Dr. O'Reilly.
(7) The shares indicated do not include unallocated shares held by the
Company's employee stock ownership plan (the "ESOP"). Such shares are
voted or tendered by the trustee in accordance with instructions received
from the Investment Committee of the Board of Directors of the Company,
unless the Investment Committee delegates this authority to plan
participants. Messrs. W.R. Johnson, Williams and Renne currently serve as
members of the Investment Committee. As of June 30, 1999, 481,070 shares
of Common Stock were held in the ESOP but not allocated to participants'
accounts. Each member of the Investment Committee disclaims having a
beneficial economic interest in such shares.
(8) Mr. Snyder has shared voting power and shared investment power with
respect to 4,074,366 shares held by three trusts of which he is co-
trustee.
(9) Includes 10,500 shares of Common Stock held by Mr. Johnson as trustee of
the Samuel C. Johnson 1988 Revocable Trust.
(10) Mr. Wiley has shared investment power with respect to the 888,151 shares
held by the Vira I. Heinz Endowment. Mr. Wiley has shared investment power
with respect to 2,128,590 shares held by two trusts, one of which holds
657,000 shares which are included in the 4,074,366 shares referred to in
Note (8) above. Mr. Wiley disclaims having a beneficial economic interest
in the shares referred to in this note.
(11) Includes 3,600 shares of Common Stock held by a trust of which Mr. Brady
is the sole beneficiary.
3
<PAGE>
Board of Directors and Committees of the Board
<TABLE>
<CAPTION>
Management Public Issues
Development and and Social
Name Board Compensation Responsibility Nominating Audit Investment Executive
- ---- ----- --------------- -------------- ---------- ----- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Anthony J. F. O'Reilly X* X X
- ------------------------------------------------------------------------------------------------------
William R. Johnson X X X* X*
- ------------------------------------------------------------------------------------------------------
William P. Snyder III X X X X*
- ------------------------------------------------------------------------------------------------------
Herman J. Schmidt X X* X X X
- ------------------------------------------------------------------------------------------------------
Eleanor B. Sheldon X X X* X
- ------------------------------------------------------------------------------------------------------
Samuel C. Johnson X X X
- ------------------------------------------------------------------------------------------------------
Donald R. Keough X X X*
- ------------------------------------------------------------------------------------------------------
S. Donald Wiley X X
- ------------------------------------------------------------------------------------------------------
Lawrence J. McCabe X X
- ------------------------------------------------------------------------------------------------------
David R. Williams X X X
- ------------------------------------------------------------------------------------------------------
Nicholas F. Brady X X X
- ------------------------------------------------------------------------------------------------------
William C. Springer X X
- ------------------------------------------------------------------------------------------------------
Edith E. Holiday X X X X
- ------------------------------------------------------------------------------------------------------
Paul F. Renne X X X
- ------------------------------------------------------------------------------------------------------
Candace Kendle X X X
- ------------------------------------------------------------------------------------------------------
Mary C. Choksi X X X
- ------------------------------------------------------------------------------------------------------
James M. Zimmerman X X X
- ------------------------------------------------------------------------------------------------------
Leonard S. Coleman, Jr. X X X
- ------------------------------------------------------------------------------------------------------
A. G. Malcolm Ritchie X X
- ------------------------------------------------------------------------------------------------------
Number of Meetings in 1999 9 8 1 4 3 1 10
- ------------------------------------------------------------------------------------------------------
</TABLE>
XMember
*Chairperson
- --------------------------------------------------------------------------------
Management Development and Compensation
. Recommend to the Board the selection of the Chief Executive Officer.
. Review and approve the appointment of corporate officers who report directly
to the Chief Executive Officer.
. Review and approve the compensation of the Chief Executive Officer and the
managers reporting to the Chief Executive Officer.
. Determine the corporate goals and the awards granted under the Company's
incentive compensation plan.
. Administer the Company's stock option plans.
. Review and recommend to the Board the organization structure of the Company.
- --------------------------------------------------------------------------------
Public Issues and Social Responsibility
. Review and monitor the policies and actions of the Company relating to major
issues of public concern, including:
. equal employment opportunity
. environmental
. occupational health and safety
. public health and nutrition
. charitable and political contributions.
. Consider the significant social impact of corporate activities.
. Bring to the attention of management major issues of public concern that may
require special attention or action.
- --------------------------------------------------------------------------------
Nominating
. Establish qualifications for potential directors.
. Consider and recommend prospective candidates for membership on the Board,
including any recommendations which are submitted by a shareholder in writing
to the attention of the Company's Secretary in accordance with the Company's
By-Laws.
- --------------------------------------------------------------------------------
Audit
. Recommend the firm that the Company should retain as independent accountants.
. Review the audit and non-audit activities of the Company's independent
accountants and internal auditors.
. Review the Company's internal control systems, accounting policies and
financial reporting requirements and practices.
- --------------------------------------------------------------------------------
Investment
. Monitor the policies and operations of the Company's Employee Benefits
Administration Board.
. Review and monitor the investments of the Company's retirement plans and
certain other benefit plans.
- --------------------------------------------------------------------------------
Executive
. May exercise all powers of the Board except as limited by resolutions of the
Board or by law.
Each incumbent director of the Company attended at least 75% of the aggregate
number of meetings of the Board and committees on which the director served,
other than Dr. Kendle.
4
<PAGE>
Director Compensation
During the 1999 fiscal year non-employee directors received:
.$30,000 in cash and 300 shares of common stock;
.$1,500 for each Board and committee meeting attended; and
.an additional $3,000 or $5,000 if they served as chairman of a committee.
Non-employee directors may defer some or all of their cash compensation and
receive the amount deferred together with interest (calculated periodically at
the prime rate) at a later date.
As part of the Company's overall program to promote charitable giving, the
Company has maintained a charitable award program funded by insurance policies
on the lives of the Company's directors who were not full-time employees and
who were members of the Board of Directors prior to 1995. Under the program,
following the death of a director, the Company will donate $1,000,000 to
qualifying charitable organizations recommended by the director and approved by
the Company. In addition, the Company has had a similar program for directors
who were executive officers and certain other key employees of the Company as
of November 1, 1989. The Company will be reimbursed from the proceeds of the
life insurance policies. Participants derive no financial benefit from these
programs.
Non-employee directors who were on the Board prior to 1994 will receive, upon
retirement on or after age 70, a pension benefit for life equivalent to the
annual retainer in effect at the time of the director's retirement.
Employee directors receive no additional compensation for serving on the Board
or any committee.
Matters to Be Acted Upon
1. Election of Directors
(Item 1 on proxy card)
The Board of Directors has nominated the following 17 nominees for election as
directors at the Annual Meeting of Shareholders. Each director to be elected
will serve until the next Annual Meeting of Shareholders or until a successor
is elected and shall qualify. In the event that any of the nominees should
become unable or unwilling to serve as a director, it is intended that the
proxies will be voted for the election of such other person, if any, as shall
be designated by the Board of Directors. It is not anticipated that any of the
nominees will be unable or unwilling to serve as a director. A brief statement
of the business experience and positions with the Company for the past five
years, a listing of certain other directorships and age (as of September 8,
1999) for each person nominated is set forth on the following pages.
<TABLE>
<CAPTION>
Name Business Experience and Age
---- ---------------------------
<C> <S>
Anthony J. F. O'Reilly Chairman of the Board of H. J. Heinz Company since March
11, 1987; Chairman, President and Chief Executive Officer
from March 11, 1987 until April 30, 1998; President and
Chief Executive Officer from July 1, 1979 until March 10,
1987; director of the Company since 1971; 63.
William R. Johnson President and Chief Executive Officer of H. J. Heinz
Company since April 30, 1998; President and Chief
Operating Officer from June 12, 1996 until April 29, 1998;
Senior Vice President from September 8, 1993 until June
12, 1996; President and Chief Executive Officer of Star-
Kist Foods, Inc. from September 8, 1993 until June 12,
1996; director of the Company since 1993; director of
Cincinnati Financial Corporation, Amerada Hess Corporation
and PNC Bank Corp.; 50.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Name Business Experience and Age
---- ---------------------------
<C> <S>
William P. Snyder III President of The Wilpen Group, Inc. since 1986; director of
the Company since 1961; 81.
Herman J. Schmidt Independent businessman; director of the Company since
1977; 82.
Eleanor B. Sheldon Social Scientist; director of the Company since 1979; 79.
Samuel C. Johnson Nonexecutive Chairman of the Board of S. C. Johnson & Son,
Inc. since January 1994; director of the Company since
1988; director and chairman of Johnson Worldwide
Associates, Inc., director of Deere & Company and Mobil
Corporation; 71.
Donald R. Keough Chairman of the Board of Allen & Company Incorporated since
April 1993; Chairman of the Board of Excalibur Technologies
Corporation since June 1996; Advisor to the Board of
Directors of The Coca-Cola Company from April 1993 until
April 1998; director of the Company since 1990; director of
USA Networks, Inc., The Washington Post Company and
McDonald's Corporation; 73.
S. Donald Wiley Vice Chairman of the H. J. Heinz Company Foundation since
October 1990; Trustee of the Vira I. Heinz Endowment;
director of the Company from 1972 until September 30, 1990
and since his reelection in 1991; 72.
David R. Williams Executive Vice President of H. J. Heinz Company since June
12, 1996 and in charge of Heinz Pet Products, Star-Kist
Seafood and Heinz operations in Asia and Australasia;
Executive Vice President--Finance and Chief Financial
Officer from June 12, 1996 to September 13, 1996; Senior
Vice President--Finance and Chief Financial Officer from
August 1, 1992 until June 12, 1996; director of the Company
since 1992; 56.
Nicholas F. Brady Chairman of the Board of Darby Advisors, Inc. since
February 1993, Chairman of Darby Overseas Investments, Ltd.
since February 1994, Chairman of Darby Emerging Markets
Investments LDC since November 1994, Chairman of Darby
Chile Fund, LLC and Darby Chile Holdings, Ltd. since
February 1996; Secretary of the United States Department of
Treasury from September 1988 until January 1993; director
of the Company since 1993 (formerly a director of the
Company from June 1987 until September 1988); director of
Amerada Hess Corporation, C2, Inc. and various Templeton
Mutual Funds; 69.
Edith E. Holiday Attorney; Assistant to the President of the United States
and Secretary of the Cabinet from June 1990 to January
1993; General Counsel United States Department of the
Treasury from 1989 to June 1990; director of the Company
since 1994; director of Hercules Incorporated, Amerada Hess
Corporation, Beverly Enterprises, Inc. and director or
trustee of various investment companies in the Franklin
Templeton group of mutual funds; 47.
Paul F. Renne Executive Vice President and Chief Financial Officer of H.
J. Heinz Company since June 11, 1997; Senior Vice
President--Finance and Chief Financial Officer from
September 13, 1996 to June 11, 1997; Vice President--
Treasurer from October 1, 1986 to September 13, 1996;
director of the Company since 1997; 56.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Name Business Experience and Age
---- ---------------------------
<C> <S>
Candace Kendle Chairman of the Board and Chief Executive Officer of
Kendle International Inc. since 1981; director of the
Company since 1998; 52.
Mary C. Choksi Managing Director of Strategic Investment Partners, Inc.
and Emerging Markets Investors Corporation since 1987;
director of the Company since 1998; 49.
James M. Zimmerman Chairman of the Board and Chief Executive Officer of
Federated Department Stores, Inc. since May 1997;
President and Chief Operating Officer of Federated
Department Stores, Inc. from 1988 until May 1997;
director of the Company since 1998; director of The Chubb
Corporation; 55.
Leonard S. Coleman, Jr. President of The National League of Professional Baseball
Clubs since March 1994; director of the Company since
1998; director of Omnicom Group Inc., New Jersey
Resources Corporation, Avis Rent A Car, Inc., Cendant
Corporation and Owens-Corning; 50.
A. G. Malcolm Ritchie Executive Vice President and President--Europe of H.J.
Heinz Company since May 1, 1998; Vice President European
Grocery and Foodservice of H.J. Heinz Company, Ltd. from
May 1, 1997 to May 1, 1998; Managing Director of H.J.
Heinz Company Ltd. from August 15, 1994 to May 1, 1997;
director of the Company since 1998; 45.
</TABLE>
Certain Business Relationships and Agreements
Dr. O'Reilly is Chairman of the Dublin, Ireland law firm of Matheson Ormsby
Prentice, which provided legal services to the Company during fiscal year 1999.
It is anticipated that it will continue to provide legal services to the
Company in the future.
On December 2, 1997, the Company and Dr. O'Reilly entered into an agreement
(the "Agreement") providing for Dr. O'Reilly's continued service as Chairman of
the Board of Directors of the Company until the date of the Company's annual
meeting of shareholders in September 2000. In addition to serving as Chairman,
Dr. O'Reilly will consult with Company executives and other directors and
provide such other services as he and the Company may mutually agree, provided
such services shall not include responsibility for the day to day operations of
the Company, which shall be the responsibility of the President and Chief
Executive Officer of the Company. During fiscal year 1999, the Company paid Dr.
O'Reilly a fee of $500,000.
The Agreement also provides that Dr. O'Reilly's options to purchase 750,000
shares of the Company's Common Stock will be exercisable pursuant to the terms
as originally granted. Under the terms of the Agreement Dr. O'Reilly continues
to participate in all benefit plans and programs of the Company (other than the
Company's retirement plans) on a basis consistent with the plans. During fiscal
year 1999, the Company paid on behalf of Dr. O'Reilly financial counseling fees
and country club dues in the amount of $150,000 and $22,091, respectively.
Also, under the terms of the Agreement, Dr. O'Reilly used corporate aircraft
for travel in connection with the performance of his duties as Chairman of the
Board.
If the Agreement is terminated by the Company without "cause" or by Dr.
O'Reilly for "Good Reason," Dr. O'Reilly will be entitled to receive the
benefits described above and a lump-sum payment in cash equal to the aggregate
annual fee and bonus (defined as an amount equal to the highest bonus paid to
Dr. O'Reilly by the Company in any of the last three full fiscal years
preceding the date of termination) that Dr. O'Reilly would have received for
the remaining term of the Agreement or one year, whichever is greater.
7
<PAGE>
On November 20, 1995, the H. J. Heinz Company Consolidated Retirement and
Pension Plan Fund ("Heinz Plan") committed to invest, on a call basis, up to
U.S. $5 million in limited partner interests of Darby Emerging Markets Fund,
L.P. ("Darby Fund"), a Cayman Islands limited partnership. Darby Overseas
Partners, L.P. ("Darby Overseas"), a Delaware limited partnership in which Mr.
Brady is a limited partner, is also a limited partner of Darby Fund. In
addition, Mr. Brady is Chairman and a shareholder of Darby Overseas
Investments, Ltd. ("General Partner"), a Delaware corporation that serves as
general partner of Darby Overseas. Mr. Brady also serves as Chairman of Darby
Emerging Markets Investments LDC ("Darby Emerging Markets"), a Cayman Islands
limited duration company that serves as general partner of Darby Fund. Darby
Overseas and the General Partner own 99% and 1%, respectively, of the capital
stock of Darby Emerging Markets. Through its ownership of Darby Emerging
Markets, Darby Overseas may receive performance-based distributions from Darby
Fund in the future. Darby Overseas serves as advisor to Darby Fund. The Heinz
Plan, through Darby Emerging Markets, pays Darby Overseas annual compensation
for such advisory services equal to 2% of the Heinz Plan's U.S. $5 million
capital commitment to Darby Fund.
2. Election of Auditors
(Item 2 on proxy card)
The Board of Directors recommends that the shareholders vote "FOR" the election
of the firm of PricewaterhouseCoopers LLP as the auditors to audit the
financial statements of the Company and certain of its subsidiaries for the
fiscal year ending May 3, 2000.
A representative of PricewaterhouseCoopers LLP is expected to be at the Annual
Meeting of Shareholders and will have an opportunity to make a statement and
respond to appropriate questions.
3. Approval of Performance Goals Under H. J. Heinz Company Incentive
Compensation Plan
(Item 3 on proxy card)
Under Section 162(m) of the Internal Revenue Code, the Company cannot deduct
certain compensation in excess of $1 million paid to the executive officers
named in the Summary Compensation Table. However, performance-based
compensation is not subject to this limitation if the material terms of such
compensation are approved by the shareholders every five years.
In 1994, the Board of Directors adopted, and the shareholders approved, the H.
J. Heinz Company Incentive Compensation Plan (the "Incentive Plan") for full-
time salaried employees which satisfied the above requirements for
deductibility of compensation paid under the Incentive Plan. The Incentive Plan
provides that the performance goals applicable to the executive officers named
in the Summary Compensation Table shall be:
.Earnings per share;
.Return on assets;
.Return on equity;
.Return on capital;
.Net profit after taxes;
.Net profit before taxes; and/or
.Economic value added.
The Management Development and Compensation Committee of the Board of Directors
must establish the applicable performance goals within the time period required
for the compensation to qualify as performance-based under Section 162(m). The
Incentive Plan also provides that the maximum award payable to an individual
for performance in any fiscal year is $4,000,000.
Consistent with the requirements of Section 162(m), the Board of Directors
seeks shareholder approval of the eligible group of employees, the material
terms of the existing performance goals applicable to the executive officers
named in the Summary
8
<PAGE>
Compensation Table, and the provision regarding the maximum amounts payable,
contained in the Incentive Plan, which were originally approved by shareholders
in 1994. If approved, and unless the material terms of the performance goals
for the Incentive Plan are subsequently changed, the Incentive Plan will meet
the shareholder approval requirements of Section 162(m) until 2004.
The Board of Directors Recommends a Vote "FOR" This Proposal.
4. Approval of H. J. Heinz Company Global Stock Purchase Plan
(Item 4 on proxy card)
On October 14, 1998, the Board of Directors adopted the H. J. Heinz Company
Global Stock Purchase Plan. The Board believes that the Plan will further align
the interests of employees with shareholders. If approved by shareholders, the
Plan will authorize the issuance and the purchase by employees of up to
3,000,000 shares of Heinz Common Stock through payroll deductions. The
following summary of the Plan is qualified by reference to the Plan, a copy of
which is attached to this Proxy Statement as Appendix A and incorporated herein
by reference. All capitalized or quoted terms have the meanings set forth in
the Plan.
Eligibility. Generally, all regularly employed Employees are eligible to
participate in the Plan, although the Company may exclude part-time Employees.
The Company also may impose other eligibility requirements consistent with
Section 423(b) of the U.S. Internal Revenue Code. In certain international
locations, local tax or exchange control regulations make certain features of
the Plan impracticable. The Plan authorizes the grant of options and issuance
of Common Stock to Employees participating in a sub-plan, which is not designed
to qualify under Section 423, to achieve desired tax or other objectives in
particular locations outside the United States.
Administration. The Plan will be administered by a Committee, whose members
will be appointed by the Board of Directors. The Committee will be authorized
to establish rules for the administration of the Plan, to interpret the Plan
and to supervise its administration, to make determinations about Plan
entitlements, to adopt sub-plans and to take other actions consistent with the
delegation from the Board.
Participation. Employees will enroll in the Plan by completing a payroll
deduction form. The maximum payroll deduction allowed is generally 15% of an
Employee's pay. Pay is an Employee's base cash pay plus bonus, with any
modifications determined by the Committee. No employee is allowed to buy more
than $25,000 of Common Stock in any year, based on the Fair Market Value at the
beginning of the Purchase Period in which the shares are purchased. An Employee
may discontinue participation in the Plan at any time. An Employee's
eligibility to participate in the Plan ends at termination of employment.
Offering. The Plan will be implemented by establishing Purchase Periods that
may be three months, six months or other periods as determined by the
Committee. The Plan will be implemented at different dates in different
countries with the initial Purchase Period in the first locations anticipated
to begin on September 15, 1999. The Plan will terminate September 14, 2009.
Purchase Price. Employees who choose to participate in the Plan will receive an
option to acquire Common Stock at a discount. Under the option, the purchase
price of Common Stock will be the lower of: (i) a Designated Percentage (not
less than 85%) established by the Committee of the Fair Market Value of the
Common Stock on the first day of a Purchase Period, or (ii) the Designated
Percentage (not less than 85%) of the Fair Market Value on the last day of the
Purchase Period. The Fair Market Value will be the closing price on the New
York Stock Exchange.
Purchase of Stock. At the end of a Purchase Period, a Participant's option will
be exercised automatically to purchase the number of shares of Common Stock
that the Employee's accumulated payroll deductions will buy at the Purchase
Price.
9
<PAGE>
Payment and Delivery. On the exercise of an option on the Purchase Date, the
Company will deliver to the Participant a record of the Common Stock purchased.
The Committee may require that shares be held on deposit with a particular
broker or agent.
Recapitalization. In the event any change is made in the Company's
capitalization, such as a stock split or stock dividend, which results in an
increase or decrease in the number of outstanding shares of Common Stock
without the Company's receipt of consideration, appropriate adjustments will be
made to the shares available in the Plan, the maximum number of shares and the
price of the option.
Transferability. Options under the Plan cannot be voluntarily or involuntarily
assigned. The shares of Common Stock acquired under the Plan will be freely
transferable, except as otherwise determined by the Committee.
Amendment and Termination. The Board of Directors may amend the Plan, except
that no amendment may, without the approval of shareholders: (i) increase the
number of shares authorized under the Plan, (ii) materially modify the
eligibility requirements for participation in the Plan, (iii) reduce the
Designated Percentage below 85%, or (iv) extend the term of the Plan beyond
September 14, 2009.
U.S. Federal Income Tax Consequences. Employees generally have tax consequences
associated with participation in the Plan. In the U.S., no taxable income will
be recognized by a Participant until the sale or other disposition of the
shares of Common Stock acquired under the Plan. At that time, a Participant
generally will recognize ordinary income and capital gains. When the shares are
disposed of by a Participant two years or more after the beginning of the
Purchase Period in which the shares were purchased (or if the Participant dies
while owning the shares), he or she will recognize ordinary income equal to the
lesser of (i) the excess of the Fair Market Value of the shares at the
beginning of the Purchase Period over the Designated Percentage of the Fair
Market Value of the shares at that time or (ii) the excess of the Fair Market
Value of the shares at disposition over the Purchase Price. When shares are
disposed of after less than two years (in what is known as a "disqualifying
disposition"), the Participant must recognize the difference between the Fair
Market Value of the shares on the Purchase Date and the Purchase Price as
ordinary income, even if the disposition is a gift or is at a loss.
In the cases discussed above (other than death), the amount of ordinary income
recognized by a Participant is added to the purchase price paid by the
Participant, and this amount becomes the tax basis for determining the amount
of the capital gain or loss from the disposition of the shares. Additional
gain, if any, will be short-term or long-term capital gain depending on whether
the holding period is 12 months or less, or more than 12 months.
Net capital gains from the disposition of capital stock held more than 12
months are currently taxed at a maximum federal income tax rate of 20% and net
capital gains from the disposition of stock held not more than 12 months is
taxed as ordinary income (maximum rate of 39.6%). However, limitations on
itemized deductions and the phase-out of personal exemptions may result in
effective marginal tax rates higher than 20% for net capital gains and 39.6%
for ordinary income.
The Company is entitled to tax deductions in the U.S. for shares issued under
the Plan only in the event of disqualifying dispositions. For disqualifying
dispositions in the U.S., the Company is allowed a deduction to the extent of
the amount of ordinary income includable in gross income by such Participant
for the taxable year as a result of the premature disposition of the shares.
The Plan will not meet the requirements in Section 162(m) which means that
there may be no deductions for disqualifying dispositions by the Company's
executive officers named in the Summary Compensation Table.
The Board of Directors believes that approval of the Plan is in the Company's
best interests since it will align employees' interests with those of
shareholders.
The Board of Directors Recommends a Vote "FOR" This Proposal.
10
<PAGE>
5. Other Business
The Board of Directors does not intend to present any business at the Annual
Meeting not described in this Proxy Statement. The enclosed proxy form confers
upon the persons designated to vote the shares represented thereby
discretionary authority to vote such shares in accordance with their best
judgment with respect to all matters that may come before the Annual Meeting in
addition to the scheduled items of business, including any shareholder proposal
omitted from the Proxy Statement and form of proxy pursuant to the rules of the
Securities and Exchange Commission and matters incident to the conduct of the
Annual Meeting. As of June 19, 1999, the Board of Directors was not aware of
any other matter that may properly be presented for action at the Annual
Meeting, but the enclosed proxy confers the same discretionary authority with
respect to any such other matter.
Executive Compensation
The following tables and accompanying text present the compensation of the
Company's five most highly compensated executive officers in the fiscal year
ended April 28, 1999.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------------------- ------------------------------------
Awards (2) Payouts
------------- ---------
Long-
Other Securities Term
Annual Underlying Incentive All Other
Name and Salary Bonus Compensation Options Payouts Compensation
Principal Position Year ($) ($) ($)(1) (No. Awarded) ($) ($)(3)
- ------------------------ ---- -------- ---------- ------------ ------------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
W. R. Johnson 1999 $770,000 $2,071,000 $172,439 350,000 -0- $238,692
President and CEO(4) 1998 541,667 1,598,153 140,863 1,000,000 -0- 153,968
1997 480,919 977,104 -- 500,000 -0- 98,517
W. C. Springer 1999 508,333 1,080,000 54,810 100,000 -0- 84,660
Executive Vice President 1998 465,000 769,407 -- -0- -0- 29,552
1997 439,252 672,006 59,254 350,000 -0- 164,516
D. R. Williams 1999 425,461 974,000 -- 375,000 -0- 172,594
Executive Vice President 1998 406,457 694,581 79,083 -0- -0- 128,936
1997 380,651 611,900 -- 350,000 -0- 135,549
A. G. M. Ritchie 1999 400,000 900,000 -- 100,000 -0- -0-
Executive Vice
President(4)
R. H. Wamhoff 1999 400,000 596,000 -- 75,000 -0- 212,151
Executive Vice
President(4)
</TABLE>
- ---------
(1) Includes $77,235 and $15,193 for personal financial counseling for Messrs.
Johnson and Springer, respectively.
(2) No awards of restricted stock were made to the named executive officers
during the period covered by the Summary Compensation Table.
(3) Includes for Messrs. Johnson, Springer, Williams, Ritchie and Wamhoff,
respectively, the following: (i) amounts contributed by the Company under
the Employees Retirement and Savings Plan, $215,367, $27,292, $139,411,
$0, and $98,915; (ii) amounts attributable to "split dollar" life
insurance provided by the Company, $15,546, $53,750, $25,404, $0, and
$9,988; and (iii) the portion of interest accrued (but not currently paid
or payable) on deferred compensation above 120% of the applicable federal
long-term rate, $7,779, $3,618, $7,779, $0, and $103,248.
(4) Effective April 30, 1998, Mr. Johnson became President and Chief Executive
Officer. Messrs. Ritchie and Wamhoff became executive officers of the
Company on May 1, 1998.
11
<PAGE>
Option Grants in 1999 Fiscal Year
<TABLE>
<CAPTION>
Grant Date
Individual Grants Value
- ----------------------------------------------------------------------- -------------
Percent of
Number of Total Options
Shares Underlying Granted to Exercise Grant Date
Options Granted Employees Price Expiration Present Value
Name (#) In Fiscal Year ($/Share) Date ($)(3)
- ---------------- ----------------- -------------- --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
W. R. Johnson 350,000(1) 3.9% $49.6875 4/20/09 $4,438,000
W. C. Springer 100,000(2) 1.1% 58.5625 6/9/08 1,196,000
D. R. Williams 300,000(2) 3.3% 58.5625 6/9/08 3,588,000
75,000(1) 0.8% 49.6875 4/20/09 951,000
A. G. M. Ritchie 100,000(1) 1.1% 49.6875 4/20/09 1,268,000
R. H. Wamhoff 75,000(1) 0.8% 49.6875 4/20/09 951,000
</TABLE>
- ---------
(1) Options were granted on April 21, 1999 pursuant to the terms of the
Company's 1996 Stock Option Plan and will vest on April 21, 2002.
(2) Options were granted on June 10, 1998 pursuant to the terms of the
Company's 1996 Stock Option Plan. The fair value of the stock was $54.625
on the date of grant. Options to purchase 40% of the shares granted vested
on June 10, 1999 and the remaining options will become exercisable on June
10, 2006, unless such options become exercisable earlier as a result of
the Company meeting certain stock performance targets.
(3) The estimated grant date present value is determined using the Black-
Scholes model. The material assumptions and adjustments incorporated in
the Black-Scholes model in estimating the value of the option grants
referred to in Note (1) include the following: (i) exercise price of the
options equal to the fair market value of the underlying stock on the date
of grant; (ii) option term of 10 years; (iii) dividend yield of 2.6%; (iv)
a risk-free interest rate of 5.18%; and (v) volatility of 27.1%. The
material assumptions and adjustments with respect to the options grants
referred to in Note (2) include the following: (i) exercise price of
$58.5625 per share and a fair market value on the date of grant of $54.625
per share; (ii) option term of 10 years; (iii) dividend yield of 2.15%;
(iv) a risk-free interest rate of 5.8%; and (v) volatility of 22.8%.
The ultimate values of the options will depend on the future market price
of the Company's stock, which cannot be forecast with reasonable accuracy.
The actual value, if any, an optionee will realize upon exercise of an
option will depend on the excess of the market value of the Company's
common stock over the exercise price on the date the option is exercised.
Aggregated Option/SAR Exercises in 1999 Fiscal Year and
Fiscal Year-End Option/SAR Value
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs In-the-Money Options/SARs
at Fiscal Year-End at Fiscal Year-End ($)(2)
--------------------------- --------------------------
Acquired on Value
Name Exercise(#) Realized ($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ---------------- ----------- --------------- ------------ -------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
W. R. Johnson 50,000 $1,532,240 1,212,500 1,450,000 $20,885,695 $8,281,250
W. C. Springer 200,000 6,131,250 1,000,000 450,000 25,325,015 5,796,875
D. R. Williams 450,000 14,240,328 225,000 725,000 5,929,695 5,796,875
A. G. M. Ritchie 50,000 1,895,835 285,000 565,000 2,208,855 2,723,438
R. H. Wamhoff -0- -0- 120,000 355,000 -0- 1,656,250
</TABLE>
- ---------
(1) The "Value Realized" is equal to the fair market value on the date of
exercise, less the exercise price, times the number of shares acquired. No
SARs were exercised during the last fiscal year.
(2) The "Value of Unexercised In-the-Money Options at Fiscal Year-End" is
equal to $48.375, the fair market value of each share underlying the
options at April 28, 1999, less the exercise price, times the number of
options.
12
<PAGE>
Retirement Benefits
Most full-time salaried employees in the United States who were hired before
January 1, 1993 are entitled to retirement benefits from Plan A of the H. J.
Heinz Company Employees' Retirement System ("Plan A"). Benefits are based on
credited service and five-year average eligible compensation through December
31, 1992, the date on which Plan A was frozen.
The Company has a Supplemental Executive Retirement Plan (the "SERP") which
provides additional retirement benefits for eligible executives, including the
executive officers named in the Summary Compensation Table other than Mr.
Ritchie. The SERP was adopted in order to attract and retain executives, and to
compensate them for reductions in benefits due to limitations imposed by the
Internal Revenue Code. The SERP benefit is a lump sum equal to a multiple of
the employee's final average eligible compensation during any five of the last
ten years prior to retirement. It is reduced by (i) the lump sum value of the
Plan A benefit (if any), and (ii) the value of the employee's Age-Related
Company Contribution Account under the Employees Retirement and Savings Plan
and the Employees Retirement and Savings Excess Plan.
Mr. Ritchie and other senior management employees in the United Kingdom are
entitled to retirement benefits from the Heinz Management Pension Plan.
Benefits are based on credited service and final pensionable pay, subject to an
Inland Revenue earnings cap (currently $146,300) for employees who joined the
plan after May 31, 1989. Mr. Ritchie and certain other senior managers in the
United Kingdom are eligible to receive a pension supplement equal to the
difference between their Management Pension Plan benefit without regard to the
Inland Revenue earnings cap, and the sum of (i) their actual Management Pension
Plan benefit, plus (ii) any pension due from previous employers.
Compensation for the fiscal year ended April 28, 1999 included in the earnings
base for purposes of the pension tables below is as follows: W. R. Johnson
$2,841,000; W. C. Springer $1,588,333; D. R. Williams $1,399,461; A. G. M.
Ritchie $1,300,000; and R. H. Wamhoff $996,000. Table I shows the estimated
maximum retirement benefit payable to the four SERP-eligible executives, stated
as an annual pension equivalent beginning at age 65. Table II shows the
estimated maximum retirement benefit payable to Mr. Ritchie, stated as an
annual pension equivalent payable beginning at age 65. Pension estimates in
Tables I and II have not been reduced for social insurance programs in the
United States or the United Kingdom.
As of April 28, 1999, the years of service for Messrs. Johnson, Springer,
Williams, Wamhoff and Ritchie were, as rounded to the nearest full year, 17,
25, 32, 31 and 5, respectively.
Table I--U.S. Retirement Plans
<TABLE>
<CAPTION>
Years of Service
-------------------------------------------------------------------
Final
Pensionable
Compensation 15 20 25 30 35
- ------------ -------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$1,000,000 $250,752 $ 292,544 $ 334,336 $ 376,128 $ 417,920
1,100,000 275,827 321,799 367,770 413,741 459,712
1,200,000 300,903 351,053 401,204 451,354 501,505
1,500,000 376,128 438,816 501,505 564,193 626,881
1,700,000 426,279 497,325 568,372 639,418 710,465
2,000,000 501,505 585,089 668,673 752,257 835,841
2,500,000 626,881 731,361 835,841 940,321 1,044,801
3,000,000 752,257 877,633 1,003,009 1,128,385 1,253,761
3,500,000 877,633 1,023,905 1,170,177 1,316,449 1,462,721
</TABLE>
13
<PAGE>
Table II--United Kingdom Retirement Arrangements
<TABLE>
<CAPTION>
Years of Service
----------------------------------------------------------------------
Final
Pensionable
Compensation 5 10 15 20 25
- ------------ -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
$1,000,000 $ 93,792 $227,571 $361,351 $495,130 $ 626,679
1,300,000 133,926 307,839 481,752 655,665 826,679
1,500,000 160,682 361,351 562,019 762,688 960,013
1,600,000 174,060 388,106 602,153 816,200 1,026,679
</TABLE>
Severance Arrangements
The Company maintains severance agreements with its executive officers and
certain other key executives. If the executives' employment is terminated
involuntarily other than for cause, or voluntarily for good reason, within two
years after a change in control of the Company, the agreements provide for the
lifting of restrictions on outstanding incentive awards, continuation of
medical, life insurance and disability coverage for a three-year period, and a
lump sum payment equal to three times the sum of the annual salary and bonus of
the executive plus a benefit determined by taking into account an additional
three years of age and service for purposes of calculating retirement benefits.
The agreements also provide that the Company will reimburse the executive for
the impact of excise taxes, if any, which may be imposed under the Internal
Revenue Code with respect to certain payments contingent on a change in
control.
Report of the Management Development and Compensation Committee on Executive
Compensation
The Management Development and Compensation Committee (the "Committee"), which
is made up of seven non-employee directors, oversees the administration of
total compensation for senior Company executives. The Company's executive
compensation programs are designed to provide payment for performance of
assigned accountabilities and reward for the achievement of predetermined goals
which contribute to corporate earnings, with the objective of enhancing
shareholder value. Performance goals for the executive officers are established
by the Committee.
Components of Compensation
The Company's executive compensation program has three components: base salary,
annual incentive award and stock options.
The Committee periodically compares total compensation levels for the Company's
senior executives to the compensation paid to executives of a peer group of
companies (the "Peer Group"). The Peer Group is comprised of companies which
are, on average, similar to the Company in terms of sales, assets, and total
stock market capitalization. The chosen "Peer Group" includes 10 of the 12
other companies which comprise the Standard & Poor's Foods Group Index in the
Performance Graph on page 16. The Committee believes that the Peer Group
represents the Company's most direct competitors for executive talent.
The Committee also calls upon Hewitt Associates, an independent compensation
consultant, for consultation and survey information related to executive
compensation.
Base Salary
The Company's policy is to provide a base salary at a median level when
compared with base salaries of the Peer Group. In many cases, base salaries of
the Company's executive officers have been below the median for base salaries
of executive officers of the Peer
14
<PAGE>
Group. Mr. Johnson's annual salary was increased in May 1998 to recognize his
appointment to the position of Chief Executive Officer. During the year salary
action was taken for several executive officers. The average rate of increase
for those officers was 12.3%. The Committee intends to continue to target base
salaries at the competitive median.
Annual Incentive
Annual incentives were paid to the executive officers, senior management and
large groups of salaried employees around the world under the Incentive
Compensation Plan approved by shareholders in September 1994. That plan focuses
the Company's management on clear performance measures aligned with the
creation of shareholder value. The performance measures used in fiscal year
1999 were earnings per share ("EPS") for the Company; for the business units
all were measured on operating income, and in several instances sales growth.
Annual incentive awards under the Incentive Compensation Plan are intended to
reward key executives for achieving targeted levels of performance by providing
annual awards at target performance which, when added to base salary, produce
total cash compensation around the 75th percentile of total cash compensation
of the Peer Group. When performance results exceed targeted levels of
performance, the Incentive Compensation Plan is intended to provide awards
which, when added to base salary, produce total cash compensation above the
75th percentile of the Peer Group and, in the case of outstanding performance,
near the 90th percentile of the Peer Group.
Awards to Mr. Johnson were based on the Company having exceeded the earnings
per share target approved by the Committee at the beginning of the fiscal year.
The other executive officer's awards were predicated on a 50:50 weighting
between the corporate EPS goal and the operating income performance of their
respective business units.
The total of Mr. Johnson's base salary payments in fiscal year 1999 plus the
fiscal year 1999 incentive on a size adjusted basis lies in the upper quartile
of chief executives of the Peer Group.
Stock Options
The Committee reaffirms its belief that stock options should continue to be a
major part of the Company's executive compensation program. Stock options
emphasize the objective of increasing shareholder value and encouraging share
ownership for management in accordance with established guidelines. The April
1999 grant of options was made to Mr. Johnson in recognition of the value of
his continued leadership in the role of Chief Executive Officer. There is no
established grant cycle for Mr. Johnson and the other executive officers;
rather grants are made on an intermittent basis reflecting a discretionary
assessment of future contributions to the longer term growth of the Company and
the need to provide a competitive retention incentive.
Tax Deductibility of Executive Officer Compensation
Section 162(m) of the Internal Revenue Code generally limits the corporate tax
deduction for compensation paid to the executive officers named in the Summary
Compensation Table on page 11 to $1,000,000 each, unless certain requirements
are met. The Committee has carefully considered the impact of this tax code
provision and its normal practice is to take such action as is necessary to
preserve the Company's tax deduction to the extent consistent with the
Company's compensation policies.
The Company stock option plans and the Incentive Compensation Plan all comply
with the requirements of Section 162(m). Accordingly, all payments made to the
covered executive officers qualify for the corporate tax deduction.
15
<PAGE>
The Committee believes these executive compensation policies and programs
effectively serve the interests of shareholders and the Company and are
appropriately balanced to provide increased motivation for executives to
contribute to the Company's future success.
HERMAN J. SCHMIDT, Chairman DONALD R. KEOUGH
WILLIAM P. SNYDER III CANDACE KENDLE
ELEANOR B. SHELDON JAMES M. ZIMMERMAN
SAMUEL C. JOHNSON
Performance Graph--Five Fiscal Years (1994-1999)
The following graph compares the cumulative total shareholder return on the
Company's Common Stock over the five preceding fiscal years with the cumulative
total shareholder return on the Standard & Poor's Foods Group Index and the
return on the Standard & Poor's 500 Index, assuming an investment of $100 in
each at their closing prices on April 27, 1994 and reinvestment of dividends.
[CHART APPEARS HERE]
1994 1995 1996 1997 1998 1999
HEINZ $100 $132 $163 $207 $273 $254
S&P FOODS $100 $126 $147 $198 $255 $239
S&P 500 $100 $119 $154 $192 $267 $334
16
<PAGE>
Additional Information
Section 16 Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers to file with the Securities and Exchange
Commission reports of ownership and changes in ownership of any securities of
the Company. To the Company's knowledge, based solely on review of the copies
of such reports furnished to the Company and written representations that no
other reports were required, during the fiscal year ended April 28, 1999, all
required filings were made on a timely basis, except for one report that was
inadvertently filed late by A. G. Malcolm Ritchie, Executive Vice President and
President--Heinz Europe, who is based in England.
Shareholder Proposals
The deadline for submitting shareholder proposals for inclusion in our 2000
proxy statement is April 5, 2000. Shareholder proposals submitted outside the
process for inclusion in the proxy statement must be received by the Company by
June 19, 2000. All shareholder proposals should be sent to the attention of the
Company's Secretary.
Proxy Solicitation
In addition to this mailing, the Company's employees or agents may solicit
proxies personally, by mail, electronically or by telephone. The Company pays
the costs of soliciting this proxy, including the fees of D.F. King & Co.,
estimated to be $18,000 plus expenses, for assistance in the solicitation of
proxies. The Company also reimburses brokers and other nominees for their
expenses in forwarding the proxy statements and other materials to
shareholders.
Annual Report
The Annual Report to Shareholders covering the Company's fiscal year ended
April 28, 1999 has been mailed together with the proxy solicitation material.
The Annual Report does not form any part of the material for the solicitation
of proxies.
Lawrence J. McCabe
Senior Vice President,
General Counsel and Secretary
Dated: August 3, 1999
17
<PAGE>
Appendix A
[LOGO OF HEINZ]
H. J. HEINZ COMPANY
GLOBAL STOCK PURCHASE PLAN
1. PURPOSE.
The purpose of this Plan is to provide an opportunity for Employees of H. J.
Heinz Company (the "Company") and its Designated Subsidiaries, to purchase
Common Stock of the Company and thereby to have an additional incentive to
contribute to the prosperity of the Company. It is the intention of the Company
that the Plan qualify as an "Employee Stock Purchase Plan" under section 423 of
the Internal Revenue Code of 1986, as amended (the "Code"), although the
Company makes no undertaking nor representation to maintain such qualification.
In addition, this Plan authorizes the grant of options and issuance of Common
Stock which do not qualify under section 423 of the Code pursuant to sub-plans
adopted by the Committee designed to achieve desired tax or other objectives in
particular locations outside the United States.
2. DEFINITIONS.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, of the U.S.A., as
amended.
(c) "Committee" shall mean the committee appointed by the Board in accordance
with Section 12 of the Plan.
(d) "Common Stock" shall mean the Common Stock of the Company, or any stock
into which such Common Stock may be converted.
(e) "Company" shall mean H. J. Heinz Company, a Pennsylvania corporation.
(f) "Compensation" shall mean an Employee's total cash compensation including
variable and non-variable cash compensation, paid on account of personal
services rendered by the Employee to the Company or a Designated Subsidiary,
plus pre-tax contributions of the Employee which are part of deferred
compensation or benefit plans maintained by the Company or a Designated
Subsidiary, with any modifications determined by the Committee. The Committee
shall have the authority to determine and approve all forms of compensation
(such as commissions) to be included in the definition of compensation and may
change the definition on a prospective basis.
(g) "Designated Subsidiary" shall mean any Subsidiary which has been
designated by the Committee as eligible to participate in the Plan with respect
to its Employees.
(h) "Employee" shall mean an individual classified as an employee by the
Company or a Designated Subsidiary on the payroll records of the Company or the
Designated Subsidiary during the relevant participation period.
(i) "Offering Date" shall mean the first business day of each Purchase
Period.
(j) "Fair Market Value" shall mean the value of one share of Common Stock on
the relevant date, determined as follows:
(1) If the shares are traded on an exchange, the reported "closing price"
on the trading day which precedes the relevant day (e.g., the Offering Date
or Purchase Date);
(2) If (1) does not apply, the fair market value as determined by the
Committee in good faith. Such determination shall be conclusive and binding
on all persons.
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(k)"Participant" shall mean a participant in the Plan as described in Section
4 of the Plan.
(l)"Plan" shall mean this H. J. Heinz Company Global Stock Purchase Plan.
(m)"Purchase Date" shall mean the last business day of each Purchase Period.
(n)"Purchase Period" shall mean a three-month, six-month or other period as
determined by the Committee. The first Purchase Period shall commence on the
Plan's Effective Date. Subsequent Purchase Periods, if any, shall run
consecutively after the termination of the preceding Purchase Period.
(o)"Shareholder" shall mean a record holder of shares entitled to vote shares
of Common Stock under the Company's By-laws.
(p)"Subsidiary" shall mean any subsidiary corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company, as
described in Code section 424(f).
3. ELIGIBILITY.
Any Employee regularly employed on a full-time or part-time basis by the
Company or by any Designated Subsidiary on an Offering Date shall be eligible
to participate in the Plan with respect to the Purchase Period commencing on
such Offering Date, provided that the Committee may establish administrative
rules requiring that employment commence some minimum period (e.g., one month's
employment) prior to an Offering Date for the Employee to be eligible to
participate with respect to the Purchase Period beginning on that Offering Date
and provided further that (1) the Committee may exclude part-time employees
from participation pursuant to criteria and procedures established by the
Committee and (2) the Committee may impose an eligibility period on
participation of up to two years employment with the Company and/or a
Designated Subsidiary with respect to participation on any prospective Offering
Date. The Board also may determine that a designated group of highly
compensated Employees are ineligible to participate in the Plan so long as the
excluded category fits within the definition of "highly compensated employee"
in Code section 414(g). An Employee shall be considered employed on a full-time
basis unless his or her customary employment is less than 20 hours per week or
five months per year. Employees whose employment terms are covered by a
collective bargaining agreement in situations where the applicable union or
other collective bargaining unit has (1) refused to bargain with respect to
this Plan as an employee benefit (having been specifically requested to do so
by the Company or a Subsidiary), (2) considered this Plan as a potential
employee benefit and has rejected this Plan or (3) otherwise determined that
employees which such union or other bargaining unit represents may not
participate in this Plan are ineligible to participate in the Plan. No Employee
may participate in the Plan if immediately after an option is granted the
Employee owns or is considered to own (within the meaning of Code section
424(d)), shares of capital stock, including stock which the Employee may
purchase by conversion of convertible securities or under outstanding options
granted by the Company, possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or of any
of its Subsidiaries. All Employees who participate in the Plan shall have the
same rights and privileges under the Plan except for differences which may be
mandated by local law and which are consistent with Code section 423(b)(5);
provided, however, that Employees participating in a sub-plan adopted pursuant
to Section 13 which is not designed to qualify under Code section 423 need not
have the same rights and privileges as Employees participating in the Code
section 423 Plan. The Board may impose restrictions on eligibility and
participation of Employees who are officers and directors to facilitate
compliance with federal or state securities laws or foreign laws.
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4. PARTICIPATION AND WITHDRAWAL.
4.1 An Employee who is eligible to participate in the Plan in accordance with
Section 3 may become a Participant by filing, on a date prescribed by the
Committee prior to an applicable Offering Date, a completed payroll deduction
authorization and Plan enrollment form provided by the Company or by following
an electronic or other enrollment process as prescribed by the Committee.
Participation may be conditioned on an eligible Employee's consent to transfer
and process personal data and on acknowledgment and agreement to Plan terms and
other specified conditions. An eligible Employee may authorize payroll
deductions at the rate of any whole percentage of the Employee's base salary,
not to exceed fifteen percent (15%) of the Employee's Compensation, or such
greater percentage, as specified by the Committee, as applied to a Purchase
Period. The Committee may provide for a separate election (of a different
percentage) for a specified item or items of Compensation, including specified
bonus payments, if any. All payroll deductions may be held by the Company and
commingled with its other corporate funds. No interest shall be paid or
credited to the Participant with respect to such payroll deductions except
where required by local law as determined by the Committee. A separate
bookkeeping account for each Participant shall be maintained by the Company
under the Plan and the amount of each Participant's payroll deductions shall be
credited to such account. A Participant may not make any additional payments
into such account. Payroll deductions made with respect to employees paid in
currencies other than U.S. dollars shall be converted to U.S. dollars as of
each Purchase Date using the then applicable exchange rate, as determined by
the Committee; provided, however, that the Committee may determine, with
respect to any Purchase Period, that payroll deductions shall be converted to
U.S. dollars based on an average or median exchange rate applicable for the
relevant Purchase Period.
4.2 A Participant may decrease his or her rate of payroll deductions at any
time unless other procedures are prescribed by the Committee. A Participant may
increase his or her rate of payroll deductions only effective on the first
payroll date following the next Purchase Date by filing a new payroll deduction
authorization and Plan enrollment form or by following electronic or other
procedures prescribed by the Committee. If a Participant has not followed such
procedures to change the rate of payroll deductions, the rate of payroll
deductions shall continue at the originally elected rate throughout the
Purchase Period and future Purchase Periods unless the Committee determines to
change the maximum permissible rate.
4.3 (a) Under procedures established by the Committee, a Participant may
discontinue participation in the Plan at any time during a Purchase Period by
completing and filing a new payroll deduction authorization and Plan enrollment
form with the Company or by following electronic or other procedures prescribed
by the Committee. If a Participant has not followed such procedures to
discontinue the payroll deductions, the rate of payroll deductions shall
continue at the originally elected rate throughout the Purchase Period and
future Purchase Periods unless the Committee determines to change the maximum
permissible rate.
(b) If a Participant discontinues participation during a Purchase Period,
his or her accumulated payroll deductions will remain in the Plan for
purchase of shares as specified in Section 6 on the following Purchase
Date, but the Participant will not again participate until he or she re-
enrolls in the Plan. Alternatively, participants may request a cash
distribution of monies accumulated but not yet distributed by following
such procedures, electronic or otherwise, as specified by the Committee.
The Committee may establish rules limiting the frequency with which
Participants may discontinue and resume payroll deductions under the Plan
and may impose a waiting period on Participants wishing to resume payroll
deductions following discontinuance. The Committee also may change the
rules regarding discontinuance of participation or changes in participation
in the Plan.
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(c) In the event any Participant terminates employment with the Company
or any Subsidiary for any reason (including death) prior to the expiration
of a Purchase Period, the Participant's participation in the Plan shall
terminate and all amounts credited to the Participant's account shall be
paid to the Participant or the Participant's estate without interest
(except where required by local law). Whether a termination of employment
has occurred shall be determined by the Committee. The Committee also may
establish rules regarding when leaves of absence or change of employment
status (e.g., from full-time to part-time) will be considered to be a
termination of employment, and the Committee may establish termination of
employment procedures for this Plan which are independent of similar rules
established under other benefit plans of the Company and its Subsidiaries.
In the event of a Participant's death, any accumulated payroll deductions
will be paid, without interest, to the estate or legal representative of
the Participant.
5. OFFERING.
5.1 The maximum number of shares of Common Stock which may be issued
pursuant to the Plan shall be 3,000,000 shares.
5.2 Each Purchase Period shall be determined by the Committee. Unless
otherwise determined by the Committee, the Plan will operate with successive
semi-annual Purchase Periods commencing at the Plan Effective Date. The
Committee shall have the power to change the duration of future Purchase
Periods, without shareholder approval, and without regard to the expectations
of any Participants.
5.3 With respect to each Purchase Period, each eligible Employee who has
elected to participate as provided in Section 4.1 shall be granted an option
to purchase the number of shares of Common Stock which may be purchased with
the payroll deductions accumulated in an account maintained on behalf of such
Employee (assuming payroll deductions at a rate of 15% of base salary or such
greater percentage of base salary as determined by the Committee) during each
Purchase Period at the purchase price specified in Section 5.4 below, subject
to the following additional limitations:
(a) The number of shares which may be purchased by any eligible Employee
on the first Purchase Date to occur in any calendar year may not exceed the
number of shares determined by dividing $25,000 by the Fair Market Value of
a share of Common Stock on the first day of the Purchase Period in which
such Purchase Date occurs.
(b) The number of shares which may be purchased by an Eligible Employee
on any subsequent Purchase Date which occurs in the same calendar year (as
referred to in subsection (a) above) shall not exceed the number of shares
determined by performing the calculation below:
Step One: The number of shares purchased by the Employee during any Purchase
Period whose Purchase Date occurred in the same calendar year shall be
multiplied by the Fair Market Value of a share of Common Stock on the first
day of such previous Purchase Period in which such shares were purchased.
Step Two: The amount determined in Step One shall be subtracted from
$25,000.
Step Three: The amount determined in Step Two shall be divided by the Fair
Market Value of a share of Common Stock on the first day of the Purchase
Period in which the subsequent Purchase Date (for which the maximum number of
shares which may be purchased is being determined by this calculation) occurs.
The quotient thus obtained shall be the maximum number of shares which may be
purchased by any eligible Employee on such subsequent Purchase Date.
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<PAGE>
5.4 The option price under each option shall be the lower of: (i) a
percentage (not less than eighty-five percent (85%)) established by the
Committee ("Designated Percentage") of the Fair Market Value of the Common
Stock on the Offering Date on which an option is granted, or (ii) the
Designated Percentage of the Fair Market Value on the Purchase Date on which
the Common Stock is purchased. The Committee may change the Designated
Percentage with respect to any future Purchase Period, but not below eighty-
five percent (85%), and the Committee may determine with respect to any
prospective Purchase Period that the option price shall be the Designated
Percentage of the Fair Market Value of the Common Stock on the Purchase Date.
5.5 Notwithstanding any other provision of the Plan to the contrary, no
Employee participating in the Code section 423 Plan shall be granted an option
to purchase Common Stock under the Plan and all employee stock purchase plans
of the Company and its Subsidiaries at a rate which exceeds $25,000 of the Fair
Market Value of such Common Stock (determined at the time such option is
granted) for each calendar year in which such option is outstanding at any
time. The foregoing sentence shall be interpreted so as to comply with Code
section 423(b)(8).
6. PURCHASE OF STOCK.
Upon the expiration of each Purchase Period, a Participant's option shall be
exercised automatically for the purchase of that number of full and fractional
shares of Common Stock which the accumulated payroll deductions credited to the
Participant's account at that time shall purchase at the applicable price
specified in Section 5.4.
7. PAYMENT AND DELIVERY.
Upon the exercise of an option on each Purchase Date, the Company shall
deliver (by electronic or other means) to the Participant a record of the
Common Stock purchased, except as specified below. The Committee may permit or
require that shares be deposited directly with a broker designated by the
Committee (or a broker selected by the Committee) or to a designated agent of
the Company, and the Committee may utilize electronic or automated methods of
share transfer. The Committee may require that shares be retained with such
broker or agent for a designated period of time (and may restrict dispositions
during that period) and/or may establish other procedures to permit tracking of
disqualifying dispositions of such shares or to restrict transfer of such
shares. The Committee may require that shares purchased under the Plan shall
automatically participate in a dividend reinvestment plan or program maintained
by the Company. The Company shall retain the amount of payroll deductions used
to purchase Common Stock as full payment for the Common Stock and the Common
Stock shall then be fully paid and non-assessable. No Participant shall have
any voting, dividend, or other shareholder rights with respect to shares
subject to any option granted under the Plan until the shares subject to the
option have been purchased and delivered to the Participant as provided in
Section 7.
8. RECAPITALIZATION.
8.1 If after the grant of an option, but prior to the purchase of Common
Stock under the option, there is any increase or decrease in the number of
outstanding shares of Common Stock because of a stock split, stock dividend,
combination or recapitalization of shares subject to options, the number of
shares to be purchased pursuant to an option, the share limit of Section 5.3
and the maximum number of shares specified in Section 5.1 shall be
proportionately increased or decreased, the terms relating to the purchase
price with respect to the option shall be appropriately adjusted by the Board,
and the Board shall take any further actions which, in the exercise of its
discretion, may be necessary or appropriate under the circumstances.
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<PAGE>
8.2 The Board, if it so determines in the exercise of its sole discretion,
also may adjust the number of shares specified in Section 5.1, as well as the
price per share of Common Stock covered by each outstanding option and the
maximum number of shares subject to any individual option, in the event the
Company effects one or more reorganizations, recapitalizations, spin-offs,
split-ups, rights offerings or reductions of shares of its outstanding Common
Stock.
8.3 The Board's determinations under this Section 8 shall be conclusive and
binding on all parties.
9. MERGER, LIQUIDATION, OTHER COMPANY TRANSACTIONS.
9.1 In the event of the proposed liquidation or dissolution of the Company,
the Purchase Period then in progress will terminate immediately prior to the
consummation of such proposed liquidation or dissolution, unless otherwise
provided by the Board in its sole discretion, and all outstanding options shall
automatically terminate and the amounts of all payroll deductions will be
refunded without interest to the Participants.
9.2 In the event of a proposed sale of all or substantially all of the assets
of the Company, or the merger or consolidation of the Company with or into
another corporation, then in the sole discretion of the Board, (1) each option
shall be assumed or an equivalent option shall be substituted by the successor
corporation or parent or subsidiary of such successor corporation, (2) a date
established by the Board on or before the date of consummation of such merger,
consolidation or sale shall be treated as an Exercise Date, and all outstanding
options shall be deemed exercisable on such date or (3) all outstanding options
shall terminate and the accumulated payroll deductions shall be returned to the
Participants, without interest.
10. TRANSFERABILITY.
Options granted to Participants may not be voluntarily or involuntarily
assigned, transferred, pledged, or otherwise disposed of in any way, and any
attempted assignment, transfer, pledge, or other disposition shall be null and
void and without effect. If a Participant in any manner attempts to transfer,
assign or otherwise encumber his or her rights or interest under the Plan,
other than as permitted by the Code, such act shall be treated as an election
by the Participant to discontinue participation in the Plan pursuant to Section
4.2.
11. AMENDMENT OR TERMINATION OF THE PLAN.
11.1 The Plan shall continue until September 14, 2009, unless previously
terminated in accordance with Section 11.2.
11.2 The Board may, in its sole discretion, insofar as permitted by law,
terminate or suspend the Plan, or revise or amend it in any respect whatsoever,
except that, without approval of the shareholders, no such revision or
amendment shall:
(a) materially increase the number of shares subject to the Plan, other
than an adjustment under Section 8 of the Plan;
(b) materially modify the requirements as to eligibility for
participation in the Plan, except as otherwise specified in this Plan;
(c) materially increase the benefits accruing to Participants;
(d) reduce the purchase price specified in Section 5.4, except as
specified in Section 8;
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<PAGE>
(e) extend the term of the Plan beyond the date specified in Section
11.1; or
(f) amend this Section 11.2 to defeat its purpose.
12. ADMINISTRATION.
The Board shall appoint a Committee consisting of at least two members who
will serve for such period of time as the Board may specify and who may be
removed by the Board at any time. The Committee will have the authority and
responsibility for the day-to-day administration of the Plan, the authority and
responsibility specifically provided in this Plan and any additional duties,
responsibility and authority delegated to the Committee by the Board, which may
include any of the functions assigned to the Board in this Plan. The Committee
may delegate to one or more individuals the day-to-day administration of the
Plan. The Committee shall have full power and authority to promulgate any rules
and regulations which it deems necessary for the proper administration of the
Plan, to interpret the provisions and supervise the administration of the Plan,
to make factual determinations relevant to Plan entitlements, to adopt sub-
plans applicable to specified Subsidiaries or locations and to take all action
in connection with administration of the Plan as it deems necessary or
advisable, consistent with the delegation from the Board. Decisions of the
Board and the Committee shall be final and binding upon all participants. Any
decision reduced to writing and signed by a majority of the members of the
Committee shall be fully effective as if it had been made at a meeting of the
Committee duly held. The Company shall pay all expenses incurred in the
administration of the Plan. No Board or Committee member shall be liable for
any action or determination made in good faith with respect to the Plan or any
option granted thereunder.
13. COMMITTEE RULES FOR FOREIGN JURISDICTIONS.
13.1 The Committee may adopt rules or procedures relating to the operation
and administration of the Plan to accommodate the specific requirements of
local laws and procedures. Without limiting the generality of the foregoing,
the Committee is specifically authorized to adopt rules and procedures
regarding handling of payroll deductions, payment of interest, conversion of
local currency, payroll tax, withholding procedures and handling of stock
certificates which vary with local requirements.
13.2 The Committee may also adopt sub-plans applicable to particular
Subsidiaries or locations, which sub-plans may be designed to be outside the
scope of Code section 423. The rules of such sub-plans may take precedence over
other provisions of this Plan, with the exception of Section 5.1, but unless
otherwise superseded by the terms of such sub-plan, the provisions of this Plan
shall govern the operation of such sub-plan.
14. SECURITIES AND EXCHANGE CONTROL LAWS REQUIREMENTS.
The Company shall not be under any obligation to issue Common Stock upon the
exercise of any option unless and until the Company has determined that: (i) it
and the Participant have taken all actions required to register the Common
Stock under the Securities Act of 1933, or to perfect an exemption from the
registration requirements thereof; (ii) any applicable listing requirement of
any stock exchange on which the Common Stock is listed has been satisfied; and
(iii) all other applicable provisions of state, federal and applicable foreign
law have been satisfied.
15. GOVERNMENTAL REGULATIONS.
This Plan and the Company's obligation to sell and deliver shares of its
stock under the Plan shall be subject to the approval of any governmental
authority required in connection with the Plan or the authorization, issuance,
sale, or delivery of stock hereunder.
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<PAGE>
16. NO ENLARGEMENT OF EMPLOYEE RIGHTS.
Nothing contained in this Plan shall be deemed to give any Employee the right
to be retained in the employ of the Company or any Designated Subsidiary or to
interfere with the right of the Company or Designated Subsidiary to discharge
any Employee at any time. It is not intended that any rights or benefits
provided under this Plan shall be considered part of normal or expected
compensation for purposes of calculating any severance, resignation,
redundancy, end of service payments, bonuses, long service awards, pension,
retirement or similar payments.
17. GOVERNING LAW.
This Plan shall be governed by Pennsylvania law.
18. EFFECTIVE DATE.
This Plan shall be effective September 15, 1999, subject to approval of the
shareholders of the Company at the annual meeting on September 8, 1999.
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<PAGE>
[RECYCLE LOGO PRINTED ON RECYCLED PAPER]
<PAGE>
H.J. HEINZ COMPANY
This Proxy is Solicited on Behalf of the Board of Directors
ANTHONY J.F. O'REILLY, WILLIAM R. JOHNSON and LAWRENCE J. McCABE are, and
each of them is, appointed and authorized to represent the undersigned at the
Annual Meeting of Shareholders of H.J. Heinz Company to be held at Heinz Hall
for the Performing Arts, located at 600 Penn Avenue, Pittsburgh, Pennsylvania on
Wednesday, September 8, 1999, at 2:00 P.M., and at any adjournments thereof, and
to vote the number of shares of Common Stock that the undersigned would be
entitled to vote if personally present on all proposals coming before the
meeting in the manner specified and on any other business that may properly come
before the meeting.
Please Sign and Date on Reverse Side and Return the Proxy Card Promptly Using
the Enclosed Envelope.
This Proxy when properly executed will be voted in the manner directed by the
Shareholder. If no direction is given, this Proxy will be voted "FOR" the
election of all nominees for election as directors, the election of auditors,
the approval of performance goals under the H.J. Heinz Company Incentive
Compensation Plan and the approval of the H.J. Heinz Company Global Stock
Purchase Plan.
/\ FOLD AND DETACH HERE /\
<PAGE>
Please mark
your votes as
indicated in X
this example
The Board of Directors recommends a vote FOR
all nominees for Election as Directors.
1. Election of Directors For all seventeen WITHHOLD
nominees unless AUTHORITY
Nominees: otherwise to vote for all
A.J.F. O'Reilly, W.R. Johnson, W.P. Synder III, indicated. nominees.
H.J. Schmidt, E.B. Sheldon, S.C. Johnson,
D.R. Keough, S.D. Wiley, D.R. Williams, [ ] [ ]
N.F. Brady, E.E. Holiday, P.F. Renne,
C. Kendle, J.M. Zimmerman, M.C. Choksi,
L.S. Coleman, Jr., and A.G.M. Ritchie.
INSTRUCTIONS: To withhold authority for any individual nominee, write that
nominee's name in the space provided below.
- ------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Items 2, 3 and 4.
FOR AGAINST ABSTAIN
2. Election of Auditors. [ ] [ ] [ ]
3. Approval of Performance Goals under
H.J. Heinz Company Incentive
Compensation Plan. [ ] [ ] [ ]
4. Approval of H.J. Heinz Company
Global Stock Purchase Plan. [ ] [ ] [ ]
- ------------------------------------------------------------------------------
5. In their discretion, upon such other matters as may properly
come before the meeting.
- ----------------------------------------------------------------------------
[ ] Please check here to request an admission
ticket to the Meeting. (One ticket will admit
two people).
PLEASE SIGN AND DATE IN BOX BELOW
Please sign exactly as your name appears on this Proxy. If joint
owners, EITHER may sign the Proxy. When signing as attorney,
executor, administrator, trustee, guardian or corporate officer,
please give your full name and title.
-------------------------------------------------------------------
-------------------------------------------------------------------
Signature(s) and, if applicable, Title(s) Date
/\ FOLD AND DETACH HERE /\
Logo of
Heinz
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE AND
SIGN THE ABOVE PROXY CARD AND RETURN IT PROMPTLY IN THE
ACCOMPANYING ENVELOPE.
<PAGE>
H.J. HEINZ COMPANY
This Proxy is Solicited on Behalf of the Board of Directors
ANTHONY J.F. O'REILLY, WILLIAM R. JOHNSON and LAWRENCE J. McCABE are, and each
of them is, appointed and authorized to represent the undersigned at the
Annual Meeting of Shareholders of H.J. Heinz Company to be held at Heinz Hall
for the Performing Arts, located at 600 Penn Avenue, Pittsburgh, Pennsylvania
on Wednesday, September 8, 1999, at 2:00 P.M., and at any adjournments thereof,
and to vote the number of shares of Third Cumulative Preferred Stock, $1.70
First Series, that the undersigned would be entitled to vote if personally
present on all proposals coming before the meeting in the manner specified and
on any other business that may properly come before the meeting.
Please Sign and Date on Reverse Side and Return the Proxy Card Promptly Using
the Enclosed Envelope.
This Proxy when properly executed will be voted in the manner directed by the
Shareholder. If no direction is given, this Proxy will be voted "FOR" the
election of all nominees for election as directors, the election of auditors,
the approval of performance goals under the H.J. Heinz Company Incentive
Compensation Plan and the approval of the H.J. Heinz Company Global Stock
Purchase Plan.
/\ FOLD AND DETACH HERE /\
<PAGE>
Please mark
your votes as
indicated in X
this example
The Board of Directors recommends a vote FOR
all nominees for Election as Directors.
1. Election of Directors For all seventeen WITHHOLD
nominees unless AUTHORITY
Nominees: otherwise to vote for all
A.J.F. O'Reilly, W.R. Johnson, W.P. Synder III, indicated. nominees.
H.J. Schmidt, E.B. Sheldon, S.C. Johnson,
D.R. Keough, S.D. Wiley, D.R. Williams, [ ] [ ]
N.F. Brady, E.E. Holiday, P.F. Renne,
C. Kendle, J.M. Zimmerman, M.C. Choksi,
L.S. Coleman, Jr., and A.G.M. Ritchie.
INSTRUCTIONS: To withhold authority for any individual nominee, write that
nominee's name in the space provided below.
- ------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Items 2, 3 and 4.
FOR AGAINST ABSTAIN
2. Election of Auditors. [ ] [ ] [ ]
3. Approval of Performance Goals under
H.J. Heinz Company Incentive
Compensation Plan. [ ] [ ] [ ]
4. Approval of H.J. Heinz Company
Global Stock Purchase Plan. [ ] [ ] [ ]
- ------------------------------------------------------------------------------
5. In their discretion, upon such other matters as may properly
come before the meeting.
- ------------------------------------------------------------------------------
[ ] Please check here to request an admission
ticket to the Meeting. (One ticket will admit
two people).
PLEASE SIGN AND DATE IN BOX BELOW
Please sign exactly as your name appears on this Proxy. If joint
owners, EITHER may sign the Proxy. When signing as attorney,
executor, administrator, trustee, guardian or corporate officer, please
give your full name and title.
-------------------------------------------------------------------
-------------------------------------------------------------------
Signature(s) and, if applicable, Title(s) Date
/\ FOLD AND DETACH HERE /\
Logo of
Heinz
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE AND
SIGN THE ABOVE PROXY CARD AND RETURN IT PROMPTLY IN THE
ACCOMPANYING ENVELOPE.
