<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)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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.:
-------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<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 at 2 P.M. on Tuesday, September 12, 2000, 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.
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 4, 2000
<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
Tuesday, September 12, 2000, at 2 P.M., for the following purposes:
(1) To elect 13 directors;
(2) To ratify the appointment of PricewaterhouseCoopers LLP as independent
auditors for fiscal year 2001;
(3) To approve the H. J. Heinz Company 2000 Stock Option Plan; and
(4) To consider and act upon such other business as may properly come
before the meeting.
The accompanying proxy statement sets forth a description of matters to be
considered at the meeting.
Holders of record as of the close of business on July 14, 2000 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.
Karyll A. Davis
Secretary
August 4, 2000
<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. Ratification of Auditors............................................... 8
3. Approval of the H. J. Heinz Company 2000 Stock Option Plan............. 8
4. Other Business......................................................... 11
Executive Compensation..................................................... 11
Report of the Management Development and Compensation Committee
on Executive Compensation................................................. 13
Performance Graph--Five Fiscal Years....................................... 16
Additional Information..................................................... 17
Appendix A--H. J. Heinz Company 2000 Stock Option 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 4, 2000. 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 14, 2000 (the record date) showed that you owned the Company's
common stock par value $.25 (the "Common Stock") or Third Cumulative Preferred
Stock, $1.70 First Series (the "Preferred Stock"). As of July 14, 2000, there
were 347,853,010 shares of Common Stock and 13,159 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 that 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 nominees. 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 ratification of
the appointment of PricewaterhouseCoopers LLP as auditors and approval of the
2000 Stock Option 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 14, 2000 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, 2000. 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, 2000 by each director, director nominee,
executive officer named in the Summary Compensation Table, and all directors,
director nominees and executive officers as a group, being 25 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) 1.99%
William R. Johnson...... 276,454 1,545,834 -0- 1,822,288(7) .52%
William P. Snyder III... 58,515 -0- 770,766 829,281(8) .24%
Herman J. Schmidt....... 5,700 -0- -0- 5,700 --
Eleanor B. Sheldon...... 10,800 -0- -0- 10,800 --
Samuel C. Johnson....... 51,000 -0- 11,100 62,100(9) --
Donald R. Keough........ 3,987 -0- -0- 3,987 --
S. Donald Wiley......... 149,642 -0- 3,016,741 3,166,383(10) .91%
David R. Williams....... 165,962 553,334 -0- 719,296(7) .21%
Nicholas F. Brady....... 6,500 -0- 24,800 31,300(11) --
Edith E. Holiday........ 2,400 -0- -0- 2,400 --
Paul F. Renne........... 54,959 158,334 -0- 213,293(7) --
Candace Kendle.......... 920 -0- -0- 920 --
Mary C. Choksi.......... 1,050 -0- -0- 1,050 --
James M. Zimmerman...... 2,900 -0- -0- 2,900 --
Leonard S. Coleman...... 900 -0- -0- 900 --
A. G. Malcolm Ritchie... 31,500 410,000 -0- 441,500 .13%
Dean R. O'Hare.......... 1,000 -0- -0- 1,000(12) --
Richard H. Wamhoff...... 82,793 186,667 -0- 269,460 --
Thomas J. Usher......... 1,000 -0- -0- 1,000(12) --
All directors, director
nominees and executive
officers as a group.... 7,297,863 4,410,171 3,823,407 15,531,441 4.41%
</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 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, 54,250; D. R. Williams, 15,462; P. F. Renne,
44,959; R.H. Wamhoff, 37,287; and all directors, director nominees and
executive officers as a group, 202,259).
(2) Represents shares subject to stock options granted under the Company's
stock option plans exercisable within 60 days following June 30, 2000.
(3) Represents shares beneficially owned by the named individual in a
fiduciary capacity as 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, 2000, 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, 2000. 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, 2000, 310,758 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 770,766 shares held by two trusts of which he is co-trustee.
(9) Includes 11,100 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 770,766 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 23,600 shares of Common Stock held by a trust of which Mr. Brady
is the sole beneficiary and 1,200 shares of Common Stock held by a trust
of which Mr. Brady is a co-trustee.
(12) Mr. O'Hare's and Mr. Usher's share ownership numbers are as of July 12,
2000 and July 27, 2000, respectively, the dates they became members of the
Board of Directors.
3
<PAGE>
Board of Directors and Committees of the Board
Fiscal Year 2000 Meetings
<TABLE>
<CAPTION>
Management Public Issues
Development and and Social
Name Board Compensation Audit Responsibility Nominating Investment Executive
---- ----- --------------- ----- -------------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Anthony J. F. O'Reilly X* X
------------------------------------------------------------------------------------------------------
William R. Johnson 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
------------------------------------------------------------------------------------------------------
David R. Williams X X X
------------------------------------------------------------------------------------------------------
Nicholas F. Brady X 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 2000 8 6 3 2 1 1 9
------------------------------------------------------------------------------------------------------
</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
corporate officers 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.
--------------------------------------------------------------------------------
Audit
. Oversee that management has maintained the reliability and integrity of the
accounting policies and financial reporting and disclosure practices of the
Company.
. Oversee that management has established and maintained processes to assure
that an adequate system of internal control is functioning within the
Company.
. Oversee that management has established and maintained processes to assure
compliance by the Company with all applicable laws, regulations and Company
policies.
. Oversee that management has established processes to assure the quality and
effectiveness of both the external and internal auditors.
--------------------------------------------------------------------------------
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,
and 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.
--------------------------------------------------------------------------------
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 Mr. Keough and Dr. Kendle, who each attended 73% of their respective
meetings.
4
<PAGE>
Director Compensation
Non-employee directors receive the following compensation:
. $50,000 in cash and 600 shares of common stock;
. $1,500 for each meeting-day attended; and
. an additional $4,000 or $6,000 per year if they serve as chairperson 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 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. The Company is 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
$30,000 annually.
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 13 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 qualified. If any of the nominees become unable or unwilling to
serve, the proxies will be voted for the election of such other person as may
be designated by the Board of Directors.
<TABLE>
<CAPTION>
Age
as of
Principal Occupation and Annual Director Other
Name Business Experience Meeting Since Directorships
------------------ ------------------------ ------- -------- ----------------------
<C> <S> <C> <C> <C>
William R. Johnson President and Chief 51 1993 . Cincinnati Financial
Executive Officer of Corporation
Heinz (1998-present); . Amerada Hess
President and Chief Corporation
Operating Officer of . The PNC Financial
Heinz (1996-1998); Services Group, Inc.
Senior Vice President
of Heinz and President
and Chief Executive
Officer of Star-Kist
Foods, Inc.
(1993-1996)
Samuel C. Johnson Nonexecutive Chairman 72 1988 . Johnson Outdoors,
of the Board of S. C. Inc.
Johnson & Son, Inc.
(chemical specialty
products)
(1994-present)
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Age
as of
Principal Occupation and Annual Director Other
Name Business Experience Meeting Since Directorships
----------------- ------------------------ ------- -------- --------------------------
<C> <S> <C> <C> <C>
Donald R. Keough Chairman of the Board 74 1990 .USA Networks, Inc.
of Allen & Company .The Washington Post
Incorporated Company
(investment banking .McDonald's Corporation
firm) (1993-present); .YankeeNets LLC
Chairman of the Board
of Excalibur
Technologies
Corporation (software
products) (1996-
present); Advisor to
the Board of Directors
of The Coca-Cola
Company (1993-1998)
David R. Williams Executive Vice 57 1992
President of Heinz
(1996-present);
Executive Vice
President--Finance and
Chief Financial
Officer of Heinz
(1996); Senior Vice
President--Finance and
Chief Financial
Officer of Heinz
(1992-1996)
Nicholas F. Brady Chairman of the Board 70 1987- .Amerada Hess
of Darby Advisors, 1988; Corporation
Inc., (1993-present) 1993 .C2, Inc.
and Darby Overseas .Director or trustee of
Investments, Ltd. various Templeton
(1994-present) mutual funds
(investment firms);
Secretary of the
United States
Department of the
Treasury (1988-1993)
Edith E. Holiday Attorney; Assistant to 48 1994 . Hercules Incorporated
the President of the .Amerada Hess
United States and Corporation
Secretary of the .Beverly Enterprises, Inc.
Cabinet (1990-1993); .RTI International Metals,
General Counsel United Inc.
States Department of .Director or trustee of
the Treasury (1989- various investment
1990) companies in the
Franklin Templeton
group of mutual funds
Paul F. Renne Executive Vice 57 1997
President and Chief
Financial Officer of
Heinz (1997-present);
Senior Vice
President--Finance and
Chief Financial
Officer of Heinz
(1996-1997); Vice
President--Treasurer
of Heinz (1986-1996)
Candace Kendle Chairman of the Board 53 1998
and Chief Executive
Officer of Kendle
International, Inc.
(contract research
organization) (1981-
present)
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Age
as of
Principal Occupation and Annual Director Other
Name Business Experience Meeting Since Directorships
----------------------- ------------------------ ------- -------- ----------------------
<C> <S> <C> <C> <C>
Mary C. Choksi Managing Director of 50 1998
Strategic Investment
Partners, Inc. and
Emerging Markets
Investors Corporation
(investment management
firms) (1987- present)
James M. Zimmerman Chairman of the Board 56 1998 .The Chubb Corporation
and Chief Executive
Officer of Federated
Department Stores,
Inc. (retailer) (1997-
present); President
and Chief Operating
Officer of Federated
Department Stores,
Inc. (1988-1997)
Leonard S. Coleman, Jr. Senior Advisor, Major 51 1998 .Omnicom Group Inc.
League Baseball (1999- .New Jersey
present); President of Resources
the National League of Corporation
Professional Baseball .Avis Rent A Car, Inc.
Clubs (1994-1999) .Cendant
Corporation
.Owens-Corning
.Radio Unica
Communications
Corporation
Dean R. O'Hare Chairman and Chief 58 2000 .Fluor Corporation
Executive Officer of
The Chubb Corporation
(insurance) (1996-
present); Chairman,
President and Chief
Executive Officer of
The Chubb Corporation
(1995-1996)
Thomas J. Usher Chairman of the Board 57 2000 .The PNC Financial
and Chief Executive Services Group, Inc.
Officer of USX .PPG Industries, Inc.
Corporation (energy, .Transtar, Inc.
steel and diversified
business) (1995-
present)
</TABLE>
The Board of Directors recommends a vote "FOR" each of the Nominees.
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 2000.
Matheson Ormsby Prentice may 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 September 12, 2000. During fiscal
year 2000, the Company
7
<PAGE>
paid Dr. O'Reilly a consulting fee of $500,000. 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 2000, the Company paid on behalf
of Dr. O'Reilly financial counseling fees and country club dues in the amount
of $150,000 and $10,920, 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.
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 $5 million capital
commitment to Darby Fund.
2. Ratification of Auditors
(Item 2 on proxy card)
The Board of Directors recommends a vote "FOR" the ratification of the
appointment of PricewaterhouseCoopers LLP as the independent auditors for
fiscal year 2001.
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 the H. J. Heinz Company 2000 Stock Option Plan
(Item 3 on proxy card)
On July 12, 2000, upon the recommendation of the Management Development and
Compensation Committee (the "Committee"), the Board of Directors approved the
H. J. Heinz Company 2000 Stock Option Plan (the "Plan").
Purpose of the Plan. The Plan authorizes the Committee to make stock option
grants to officers and other key employees. The purpose of the Plan is to
motivate and reward employees by giving them an ownership interest in the
Company and the ability to participate in the Company's growth and financial
success. The Board believes that the Plan will enhance the Company's ability to
attract key employees and strengthen their desire to remain with the Company.
Shares Authorized and Award Limits. A maximum of 15,000,000 shares of the
Company's Common Stock--which number may be adjusted as described below--would
be issued pursuant to stock options granted under the Plan. If any stock option
terminates or is canceled for any reason without having been exercised in full,
the shares of stock not issued will then become available for additional grants
of options. The shares available represent approximately 4.3% of the Company's
Common Stock issued and outstanding on July 14, 2000. The number of shares
available under the Plan is subject to adjustment in the event of any stock
split, stock dividend, recapitalization, spin-off or other similar action. No
8
<PAGE>
individual may be awarded stock options of more than 10% of the shares
authorized under the Plan, as adjusted.
Administration. The Committee will administer the Plan. Committee members must
be "nonemployee directors" and "outside directors" for applicable regulatory
requirements. This means that they cannot be current or former Company officers
or employees, and they may not receive compensation from the Company except in
their capacity as directors. The Board may amend or discontinue the Plan at any
time, subject to shareholder approval in certain circumstances described in the
Plan.
The Committee has the authority to select employees to whom it will grant
awards, to determine the types of awards and the number of shares covered, to
set the terms and conditions of the awards and to cancel or suspend awards. The
Committee also has the authority to interpret the Plan, to establish, amend and
rescind rules applicable to the Plan or awards under the Plan, to approve the
terms and provisions of any agreements relating to Plan awards and to make all
determinations relating to awards under the Plan.
Eligibility and Participation. Only key employees of the Company and its
subsidiaries are eligible to be selected as participants. The Committee is
authorized to determine the employees who will receive stock options under the
Plan. About 900 current and former employees hold stock option awards under
other stock option plans of the Company.
Term. If shareholders approve the Plan, it will become effective on September
12, 2000. No award may be granted under the Plan after September 12, 2010.
Stock Option Awards. The Committee may grant incentive and non-statutory stock
options under the Plan. Stock option awards entitle a participant to purchase
shares of the Common Stock at a fixed price during the option term. The
Committee determines the option grant price, but the price may not be less than
the fair market value per share on the grant date. The term of the option is
set by the Committee, with a maximum of ten years from the grant date. An
option is exercisable at such times as the Committee determines.
The participant must pay the option grant price in full upon exercise. The
participant may pay the price in cash, by surrendering shares of Common Stock
that were owned for a certain minimum period and whose value equals the option
price or by a combination of cash, shares or other consideration approved by
the Committee.
The Committee may permit participants to transfer stock option awards to
immediate family members or family trusts. Otherwise, stock option awards are
not transferable during the participant's lifetime.
Adjustments. The Plan provides for adjustments of awards and shares authorized
for issuance under the Plan in the event of stock splits, recapitalizations,
mergers, consolidations, and other changes in the stock. In that event, the
Committee will make such substitutions or adjustments in the aggregate number
or class of shares that may be distributed under the Plan (including the
substitution of similar awards denominated in the shares of another company)
and in the number, class and option price or other price of shares subject to
outstanding awards as it believes equitable or appropriate to maintain the
purpose of the original grant.
Option Repricing Prohibited. The Plan prohibits repricing of options. Repricing
means the grant of a new option, in return for the cancellation, exchange or
forfeiture of an option that has a higher exercise price than the new option or
the amendment of an outstanding option to reduce the exercise price.
Change in Control Provisions. In order to preserve the value of outstanding
awards for participants in the event of a change in control of the Company (as
defined in the Plan), all outstanding option awards vest and are immediately
exercisable.
9
<PAGE>
Performance-Based Compensation. Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"), limits the amount of the deduction that the
Company may take on its U.S. federal tax return for compensation paid to any of
the named officers in the proxy statement (the Code refers to these officers as
"covered employees"). The limit is $1 million per covered employee per year,
with certain exceptions. This deductibility cap does not apply to "performance-
based compensation," if approved by shareholders. The Company believes that
awards under the Plan will qualify as performance-based compensation, if
shareholders vote to approve the Plan and it is otherwise administered in
compliance with Section 162(m) of the Code.
Tax Aspects of the Plan. Some of the options granted under the Plan may
constitute "Incentive Stock Options" ("ISOs") within the meaning of Section 422
of the Code. Under present federal tax laws, there will be no federal income
tax consequences to either the Company or an optionee upon the grant of an ISO,
nor will an optionee's exercise of an ISO result in federal income tax
consequences to the Company. Although an optionee will not realize ordinary
income upon the optionee's exercise of an ISO, the excess of the fair market
value of the Common Stock acquired at the time of exercise over the option
price may constitute an adjustment in computing alternative minimum taxable
income under Section 56 of the Code and, thus, may result in the imposition of
the "alternative minimum tax" pursuant to Section 55 of the Code on the
optionee. If an optionee does not dispose of Common Stock acquired through an
ISO within one year of the ISO's date of exercise, any gain realized upon a
subsequent disposition of Common Stock will constitute long-term capital gain
to the optionee. If an optionee disposes of the Common Stock within such one-
year period, an amount equal to the lesser of (i) the excess of the fair market
value of the Common Stock on the date of exercise over the option price or (ii)
the actual gain realized upon such disposition will constitute ordinary income
to the optionee in the year of the disposition. Any additional gain upon such
disposition will be taxed as short-term capital gain. The Company will receive
a deduction in an amount equal to the amount constituting ordinary income to an
optionee.
Certain stock options which do not constitute ISOs ("non-statutory options")
may be granted under the Plan. Under present federal income tax regulations,
there will be no federal income tax consequences to either the Company or the
optionee upon the grant of a non-statutory option. However, the optionee will
realize ordinary income upon the exercise of a non-statutory option in an
amount equal to the excess of the fair market value of the Common Stock
acquired upon the exercise of such option over the option price, and the
Company will receive a corresponding deduction. The gain, if any, realized upon
a subsequent disposition of such Common Stock will constitute short- or long-
term capital gain, depending on the optionee's holding period.
The federal income tax consequences described in this section are based on laws
and regulations in effect on July 14, 2000, and there is no assurance that the
laws and regulations will not change in the future and affect the tax
consequences of the matters discussed in this section.
Recent Share Price. On July 14, 2000 (the record date for the Annual Meeting),
the closing market price for the Common Stock was $41.50 per share.
Awards to Named Officers and Other Employees. The number of stock options that
would be awarded to the Company's Chief Executive Officer and the other four
executive officers named in the Summary Compensation Table pursuant to the Plan
are not currently determinable. No option awards were made to these executive
officers in fiscal year 2000.
Share Repurchases to Prevent Dilution. To prevent or minimize the dilutive
effect of stock-based compensation plans, the Company's practice is to
repurchase shares in the open market in amounts at least equal to the number of
shares issued under the stock option and other stock incentive plans. The
Company intends to use the proceeds of stock option award exercises under the
Plan for this purpose as well as other funds available from time to time. The
continuation of this practice is subject to the Company's capital needs and
10
<PAGE>
resources and compliance with corporate, securities and regulatory requirements
that apply to share repurchases.
The Board of Directors recommends a vote "FOR" this Proposal.
4. 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.
Executive Compensation
The following tables and accompanying text present the compensation of the
President and Chief Executive Officer and the four other most highly
compensated executive officers in fiscal year 2000.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------------------ -----------------------
Awards (1) Payouts
------------- ---------
Other Securities Long-Term
Annual Underlying Incentive All Other
Name and Salary Bonus Compensation Options Payouts Compensation
Principal Position Year ($) ($) ($) (No. Awarded) ($) ($)(2)
------------------------ ---- ------- --------- ------------ ------------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
W. R. Johnson 2000 900,000 1,776,864 -- -0- -0- 402,911
President and CEO 1999 770,000 2,071,000 172,439 350,000 -0- 238,692
1998 541,667 1,598,153 140,863 1,000,000 -0- 153,968
D. R. Williams 2000 450,000 760,001 -- -0- -0- 68,011
Executive Vice President 1999 425,461 974,000 -- 375,000 -0- 172,594
1998 406,457 694,581 79,083 -0- -0- 128,936
A. G. M. Ritchie 2000 440,000 798,326 -- -0- -0- -0-
Executive Vice President (3) 1999 400,000 900,000 -- 100,000 -0- -0-
R. H. Wamhoff 2000 420,000 749,646 -- -0- -0- 190,553
Executive Vice President (3) 1999 400,000 596,000 -- 75,000 -0- 212,151
P. F. Renne 2000 289,594 537,253 -- -0- -0- 61,130
Executive Vice President 1999 274,357 557,889 106,393 50,000 -0- 132,580
and CFO 1998 257,174 597,828 -- 500,000 -0- 80,376
</TABLE>
---------
(1) No awards of restricted stock were made to the named executive officers
during the period covered by the Summary Compensation Table.
(2) Includes for Messrs. Johnson, Williams, Ritchie, Wamhoff and Renne,
respectively, the following: (i) amounts contributed by the Company under
the Employees Retirement and Savings Plan, $331,929, $21,589, $0, $51,200,
and $21,482; (ii) amounts attributable to "split dollar" life insurance
provided by the Company, $62,330, $37,770, $0, $24,515, and $25,764; 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, $8,652, $8,652, $0, $114,838, and $13,884.
(3) Messrs. Ritchie and Wamhoff became executive officers of the Company on
May 1, 1998.
11
<PAGE>
Option Grants in Fiscal Year 2000
No option grants were made to any of the executive officers named in the
Summary Compensation Table during fiscal year 2000.
Aggregated Option/SAR Exercises in Fiscal Year 2000 and
Fiscal Year-End Option/SAR Value
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs In-the-Money Options/SARs
Shares at Fiscal Year-End at Fiscal Year-End ($)(2)
Acquired on Value ------------------------- -------------------------
Name Exercise (#) Realized ($)(1) Exercisable Unexercisable Exercisable Unexercisable
---------------- ------------ --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
W. R. Johnson -0- -0- 1,379,167 1,283,333 13,058,874 1,916,665
D. R. Williams 25,000 319,793 436,667 488,333 3,779,175 1,341,665
A. G. M. Ritchie -0- -0- 335,000 515,000 1,144,793 575,000
R. H. Wamhoff -0- -0- 153,334 321,666 191,671 383,330
P. F. Renne -0- -0- 141,667 588,333 1,933,964 219,165
</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 the fair market value of each share underlying the options at May
3, 2000, less the exercise price, times the number of options.
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 $148,716) 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.
The compensation included in the earnings base for purposes of the pension
tables below is the executive's salary and annual bonus. 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
12
<PAGE>
estimates in Tables I and II have not been reduced for social insurance
programs in the United States or the United Kingdom.
As of May 3, 2000, the years of service for Messrs. Johnson, Williams, Ritchie,
Wamhoff and Renne were, as rounded to the nearest full year, 18, 33, 6, 32 and
27, 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>
$ 800,000 $216,431 $ 252,502 $ 288,574 $ 324,646 $ 360,718
1,000,000 270,538 315,628 360,718 405,808 450,897
1,200,000 324,646 378,754 432,861 486,969 541,077
1,400,000 378,754 441,879 505,005 568,131 631,256
1,600,000 432,861 505,005 577,149 649,292 721,436
2,000,000 541,077 631,256 721,436 811,615 901,795
2,500,000 676,346 789,070 901,795 1,014,519 1,127,243
3,000,000 811,615 946,884 1,082,153 1,217,423 1,352,692
3,300,000 892,777 1,041,573 1,190,369 1,339,165 1,487,961
</TABLE>
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 $ 92,920 $226,700 $360,479 $494,258 $ 625,808
1,300,000 133,054 306,967 480,880 654,793 825,808
1,500,000 159,810 360,479 561,148 761,817 959,141
1,600,000 173,188 387,235 601,282 815,328 1,025,808
</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.
13
<PAGE>
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 that comprise the Standard & Poor's Foods Group Index in the
Performance Graph. 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 Group. Mr. Johnson's annual salary was
increased in May 1999. During the year salary action was also taken for several
of the executive officers named in the Summary Compensation Table. The average
rate of increase for those officers was 6.5%. The Committee intends to continue
to target base salaries at the competitive median.
Annual Incentive
Annual incentives were paid to executive officers, senior management and large
groups of salaried employees around the world under the Incentive Compensation
Plan approved by shareholders in September 1994 (and the performance goals
reapproved by the shareholders in 1999). 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 2000 were
earnings per share ("EPS") for the Company; and the business units were all
measured on operating income, and in most 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 and Mr. Renne were based on the Company having exceeded
the earnings per share target approved by the Committee at the beginning of the
fiscal year. The awards of the other executive officers named in the Summary
Compensation Table were predicated on a 50:50 weighting between the corporate
EPS goal and the performance of their respective business units.
Stock Options
The Committee reaffirms its belief that stock options are a major part of the
Company's executive compensation program. Even though no options were granted
during the year to Mr. Johnson and the other executive officers named in the
Summary Compensation Table, stock options continue to emphasize the objectives
of increasing shareholder value and encouraging share ownership for management
in accordance with established guidelines.
14
<PAGE>
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 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.
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.
JAMES M. ZIMMERMAN, Chairman SAMUEL C. JOHNSON
WILLIAM P. SNYDER III DONALD R. KEOUGH
HERMAN J. SCHMIDT CANDACE K. KENDLE
ELEANOR B. SHELDON
15
<PAGE>
Performance Graph--Five Fiscal Years
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 May 3, 1995 and reinvestment of dividends.
[CHART APPEARS HERE]
1995 1996 1997 1998 1999 2000
HEINZ $100 $123 $157 $206 $192 $155
S&P FOODS $100 $117 $158 $203 $190 $154
S&P 500 $100 $129 $161 $224 $280 $297
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 May 3, 2000, all
required filings were made on a timely basis.
Shareholder Proposals
The Company's By-Laws prescribe the procedures shareholders must follow to
nominate directors or to bring other business before shareholder meetings. To
nominate a candidate for director at the 2001 Annual Meeting, your notice of
the nomination must be received by the Company between January 6 and April 6,
2001. The notice must describe various matters regarding the nominee, including
name, address, occupation and shares held. To bring other matters before the
2001 Annual Meeting and to include a matter in the Company's proxy statement
and proxy for that meeting, notice must be received by the Company within the
time limits described above. Copies of the Company's By-Laws may be obtained
free of charge from the Secretary.
Proxy Solicitation
The Company pays the costs of soliciting proxies, including the fees of D.F.
King & Co., estimated to be $25,000 plus expenses. The Company also reimburses
brokers and other nominees for their reasonable expenses in forwarding the
proxy materials to shareholders and obtaining their votes. Directors, officers
and employees of the Company may also solicit proxies by mail, telephone and
personal contact. They will not receive any additional compensation for these
activities.
Annual Report
The Annual Report to Shareholders covering the Company's fiscal year ended May
3, 2000 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.
Karyll A. Davis
Secretary
Dated: August 4, 2000
17
<PAGE>
Appendix A
[LOGO OF HEINZ]
H. J. HEINZ COMPANY
2000 STOCK OPTION PLAN
1. DEFINITIONS.
The terms defined in this Section 1 shall, for all purposes of this Plan,
have the meanings herein specified:
(a) "Board of Directors" shall mean not less than a quorum of the whole Board
of Directors of the Company.
(b) "Change in Control" shall mean any of the following events:
(1) An acquisition (other than directly from the Company) of any voting
securities of the Company (the "Voting Securities") by any "Person" (as the
term person is used for purposes of Section 13(d) or 14(d) of the Exchange
Act) immediately after which such Person has "Beneficial Ownership" (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty
percent (20%) or more of the combined voting power of the Company's then
outstanding Voting Securities; provided, however, that in determining
whether a Change in Control has occurred, Voting Securities which are
acquired in a "Non-Control Acquisition" (as hereinafter defined) shall not
constitute an acquisition which would cause a Change in Control. A "Non-
Control Acquisition" shall mean an acquisition by (i) an employee benefit
plan (or a trust forming a part thereof) maintained by the Company or any
Subsidiary, (ii) the Company or any Subsidiary, or (iii) any Person in
connection with a transaction described in paragraph (3) below.
(2) The individuals who, as of the Effective Date, are members of the
Board of Directors (the "Incumbent Board"), cease for any reason to
constitute at least two-thirds of the Board of Directors; provided,
however, that if the election, or nomination for election by the Company's
shareholders, of any new director was approved by a vote of at least two-
thirds of the Incumbent Board, such new director shall, for purposes of
this Plan, be considered as a member of the Incumbent Board; provided,
further, however, that no individual shall be considered a member of the
Incumbent Board if such individual initially assumed office as a result of
either an actual or threatened "Election Consent" (as described in Rule
14a-11 promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than
the Board of Directors (a "Proxy Contest") including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy
Contest;
(3) A merger, consolidation or reorganization involving the Company or a
subsidiary of the Company, unless
(i) the Voting Securities of the Company, immediately before such
merger, consolidation or reorganization, continue immediately following
such merger, consolidation or reorganization to represent, either by
remaining outstanding or by being converted into voting securities of
the surviving corporation resulting from such merger, consolidation or
reorganization or its parent (the "Surviving Corporation"), at least
sixty percent (60%) of the combined voting power of the outstanding
voting securities of the Surviving Corporation;
(ii) the individuals who were members of the Incumbent Board
immediately before the execution of the agreement providing for such
merger, consolidation or reorganization constitute more than one-half
of the members of the board of directors of the Surviving Corporation;
and
A-1
<PAGE>
(iii) no person (other than the Company, any Subsidiary, any employee
benefit plan (or any trust forming a part thereof) maintained by the
Company, the Surviving Corporation or any Subsidiary, or any Person
who, immediately before such merger, consolidation or reorganization
had Beneficial Ownership of fifteen percent (15%) or more of the then
outstanding Voting Securities) has Beneficial Ownership of fifteen
percent (15%) or more of the combined voting power of the Surviving
Corporation's then outstanding voting securities.
(4) A complete liquidation or dissolution of the Company; or
(5) Approval by stockholders of the Company of an agreement for the sale
or other disposition of all or substantially all of the assets of the
Company to any Person (other than a transfer to a Subsidiary).
Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because any Person (the "Subject Person") acquired Beneficial
Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the acquisition of Voting Securities by the Company
which, by reducing the number of Voting Securities outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Person,
provided that if a Change in Control would occur (but for the operation of this
sentence) as a result of the acquisition of Voting Securities by the Company,
and after such share acquisition by the Company the Subject Person becomes the
Beneficial Owner of any additional voting Securities which increases the
percentage of the then outstanding Voting Securities Beneficially Owned by the
Subject Person, then a Change in Control shall occur.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(d) "Committee" shall mean the Management Development and Compensation
Committee of the Board of Directors described in Section 4 hereof.
(e) "Common Stock" shall mean the Company's presently authorized Common
Stock, par value $.25 per share, except as this definition may be modified as
provided in Section 10 hereof.
(f) "Company" shall mean H. J. Heinz Company, a Pennsylvania corporation.
(g) "Effective Date" shall mean September 12, 2000.
(h) "Employee" or "Employees" shall mean key persons (including directors and
officers) employed by the Company, or a Subsidiary thereof, on a full-time
basis and who are compensated for such employment by a regular salary.
(i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(j) "Fair Market Value" shall mean the closing sale price of the Common Stock
on the New York Stock Exchange--Composite Tape on the date an Option is granted
(or, for purposes of determining the value of shares of Common Stock used in
payment of the Option Price as provided in Section 8(C)(4), the date of
exercise) or, if there are no sales on such dates, on the next following day on
which there are sales.
(k) "Incentive Option" shall mean an Option which is an "incentive stock
option" as defined in Section 422 of the Code.
(l) "Non-Statutory Option" shall mean an Option which does not qualify as an
Incentive Option as defined above.
(m) "Option" shall mean an Incentive Option or a Non-Statutory Option granted
by the Company pursuant to the Plan to purchase shares of Common Stock.
A-2
<PAGE>
(n) "Optionee" shall mean a person who accepts an Option granted under the
Plan.
(o) "Option Price" shall mean the price to be paid for the shares of Common
Stock being purchased pursuant to a Stock Option Grant.
(p) "Option Period" shall mean the period from the date of grant of an Option
to the date after which such Option may no longer be exercised. Nothing in this
Plan shall be construed to extend the termination date of the Option Period
beyond the date set forth in the Stock Option Agreement. No Option shall be
exercisable after the expiration of ten years from the date the Option is
granted.
(q) "Plan" shall mean the H. J. Heinz Company 2000 Stock Option Plan.
(r) "Stock Option Grant" shall mean the written notification or agreement
confirming the Option and setting forth the terms and conditions upon which it
may be exercised.
(s) "Subsidiary" shall mean any corporation in which the Company owns,
directly or indirectly through Subsidiaries, at least 50% of the total combined
voting power of all classes of stock.
(t) "Successor" shall have the meaning set forth in Section 8(D)(4) hereof.
2. PURPOSES.
The purposes of the Plan are to promote the growth and profitability of the
Company by enabling it to attract and retain the best available personnel for
positions of substantial responsibility, to provide key Employees with an
opportunity for investment in the Company's Common Stock and to give them an
additional incentive to increase their efforts on behalf of the Company and its
Subsidiaries.
3. TERM OF THE PLAN.
Options may be granted under the Plan only within the ten-year period
beginning on the Effective Date.
4. ADMINISTRATION.
The Plan shall be administered by a Management Development and Compensation
Committee of not less than three directors of the Company ("Committee")
appointed by the Board of Directors. No person shall be eligible or continue to
serve as a member of such Committee unless such person is an "outside director"
within the meaning of Section 162(m) of the Code. No person shall be eligible
for the grant of an Option under this Plan while serving as a member of such
Committee. Members of the Committee shall serve at the pleasure of the Board of
Directors. Vacancies occurring in the membership of the Committee shall be
filled by appointment by the Board of Directors. No member of the Committee,
while serving as such, shall be eligible to receive any Option hereunder,
although membership on the Committee shall not affect or impair any such
member's rights under any Option granted to him at a time when he was not a
member of the Committee.
The Committee shall keep minutes of its meetings. A majority of the Committee
shall constitute a quorum thereof and the acts of a majority of the members
present at any meeting of the Committee at which a quorum is present, or acts
approved in writing by a majority of the entire Committee, shall be the acts of
the Committee.
5. ELIGIBILITY.
Subject to the provisions of the Plan, the Committee shall determine and
designate from time to time those key Employees of the Company or its
Subsidiaries to whom Options are
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<PAGE>
to be granted and the number of shares of Common Stock covered by such grants.
In determining the eligibility of an Employee to receive an Option, as well as
in determining the number of shares covered by such Option, the Committee
shall consider the position and responsibilities of the Employee being
considered, the nature and value to the Company or a Subsidiary of the
Employee's services and accomplishments, the Employee's present and potential
contribution to the success of the Company or its Subsidiaries and such other
factors as the Committee may deem relevant.
No Option may be granted to an individual who, immediately after such grant,
"owns" (as defined in Sections 422 and 424 of the Code) stock possessing more
than 10% of the total combined voting power or value of all classes of stock
of the corporation then employing such individual or of a parent or subsidiary
corporation of such employer corporation.
More than one Option may be granted to an individual. The maximum number of
shares, however, which may be granted under this Plan to any individual as
Options shall not exceed 10% of the maximum number of shares available under
the Plan, subject to adjustment in accordance with Section 10 hereof.
The aggregate Fair Market Value (determined as of the time the Option is
granted) of the Common Stock with respect to which Incentive Options are
exercisable for the first time during any calendar year by an Employee under
all plans of the Company and its Subsidiaries shall not exceed the greater of
$100,000 or such sum as may from time to time be permitted under Section 422
of the Code.
6. NUMBER OF SHARES AVAILABLE.
Subject to adjustment as provided in Section 10 hereof, the aggregate number
of shares of Common Stock that may be granted as Options is 15,000,000. The
Common Stock to be offered under the Plan may be either authorized and
unissued shares or issued shares reacquired by the Company and presently or
hereafter held as treasury shares. If any shares as to which an Option granted
under the Plan shall remain unexercised at the expiration thereof or shall be
terminated unexercised, such shares may be available for further grants under
the Plan.
7. TYPES OF OPTIONS.
The Committee shall have full and complete authority, in its discretion,
subject to the provisions of the Plan, to grant Options containing such terms
and conditions as shall be requisite, in the judgment of the Committee, to
constitute both Incentive Options and Non-Statutory Options. Non-Statutory
Options shall be identified as such in the Stock Option Grant.
8. TERMS OF OPTIONS.
The grant of each Option shall be in writing confirmed by a Stock Option
Grant (in the form prescribed by the Committee).
(A) Option Price.
At the time an Option is granted the Committee shall determine the Option
Price which shall be not less than 100% of the Fair Market Value of the
Company's Common Stock on the date of grant. Except for adjustments as
provided in Section 10 hereof, the Option Price for any outstanding Option
may not be decreased after the date of grant nor may any outstanding Option
be surrendered to the Company as consideration for the grant of a new
Option with a lower price.
(B) Option Periods.
The term of each Option granted under this Plan shall be for such period
as the Committee shall determine, but not more than ten years from the date
of grant thereof, subject to earlier termination as hereinafter provided in
paragraph (D) of this Section 8.
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<PAGE>
(C) Exercise of Options.
Each Option granted under this Plan may be exercised to the extent
exercisable, in whole or in part at any time during the Option Period, for
such number of shares as shall be prescribed by the provisions of the Stock
Option Agreement evidencing such Option, provided that:
(1) An Option may be exercised (a) during the continuance of the
Optionee's employment by the Company or a Subsidiary in accordance with the
provisions of paragraph (E) of this Section 8, or (b) after termination of
the Optionee's employment by the Company or a Subsidiary in accordance with
the provisions of paragraph (D) of this Section 8.
(2) All Options shall become exercisable upon the occurrence of a Change
in Control whether or not such Options are otherwise then exercisable under
the provisions of the applicable agreements relating thereto.
(3) An Option may be exercised by the Optionee or a Successor only by
written notice (in the form prescribed by the Committee) to the Company
specifying the number of shares to be purchased.
(4) The aggregate Option Price of the shares as to which an Option may be
exercised shall be, in the discretion of the Committee, (a) paid in U.S.
funds by any one or any combination of the following: cash, (including
check, draft or wire transfer made payable to the order of the Company), or
delivery of Common Stock certificates endorsed in blank or accompanied by
executed stock powers with signatures guaranteed by a national bank or
trust company or a member of a national securities exchange evidencing
shares of Common Stock which have been held for more than one year, whose
value shall be deemed to be the Fair Market Value on the date of exercise
of such Common Stock, or (b) deemed to be paid in full provided the notice
of the exercise of an Option is accompanied by a copy of irrevocable
instructions to a broker to promptly deliver to the Company the amount of
sale or loan proceeds sufficient to cover the Option Price or (c) paid upon
such terms and conditions, including provision for securing the payment of
the same, as the Committee, in its discretion, shall provide. Payment of
the Option Price with certificates evidencing shares of Common Stock as
provided above shall not increase the number of shares available for the
grant of Options under the Plan.
(D) Termination of Employment.
The effect of termination of an Optionee's employment with the Company or
a Subsidiary shall be as follows:
(1) Involuntary Termination. If the employment of an Optionee is
terminated involuntarily without cause (for the purpose of this Plan,
"cause" shall mean an act of dishonesty, moral turpitude or an intentional
or gross negligent act detrimental to the best interests of the Company or
a Subsidiary) by the Company or a Subsidiary, any outstanding Options held
by such Optionee may be exercised at any time prior to the expiration date
of such Options or within three months after the date of such involuntary
termination, whichever is the shorter period; provided, however, that such
Options were exercisable on the date of such termination under the
provisions of the applicable agreements relating thereto, or the Committee
specifically waives the restrictions relating to exercisability, if any,
contained in such agreements.
(2) Disability Termination. If the employment of an Optionee is
terminated by the Company or a Subsidiary because, in the opinion of the
Committee, the Optionee has
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<PAGE>
become physically incapacitated, any outstanding Options held by such
Optionee may be exercised at any time prior to the expiration date of such
Options; whether or not such Options were exercisable on the date of such
termination under the provisions of the applicable agreements relating
thereto. For the purposes of this Plan, the question whether the
termination of employment shall be considered a disability termination
caused by physical incapacity shall be determined in each case by the
Committee and such determination by the Committee shall be final.
(3) Retirement. If an Optionee's employment terminates as the result of
retirement of the Optionee under any retirement plan of the Company or a
Subsidiary, the Optionee may exercise any outstanding Option at any time
prior to the expiration date of the Option; provided, however, that such
Options were exercisable on the date of such termination under the
provisions of the applicable agreements relating thereto, or the Committee
specifically waives the restrictions relating to exercisability, if any,
contained in such agreements.
(4) Death.
(a) If an Optionee shall die, the Optionee's Options may be exercised
by the person or persons entitled to do so under a beneficiary
designation in accordance with paragraph (E) of this Section 8 or, if
none, under the Optionee's will or, if the Optionee shall have failed
to designate a beneficiary or make testamentary disposition of such
Options or shall have died intestate, by the Optionee's legal
representative or representatives (such person, persons, representative
or representatives are referred to herein as the "Successor" of an
Optionee).
(b) If an Optionee shall die while the Optionee is an Employee, the
Successor may exercise the Optionee's Options at any time prior to the
expiration date of such Options; whether or not such Options were
exercisable on the date of the Optionee's death under the provisions of
the applicable agreements relating thereto.
(c) If the Optionee shall die within three months after the
involuntary termination without cause of the Optionee's employment, the
Optionee's Options may be exercised by the Successor at any time prior
to the expiration date of such Options or within one year of the date
of the Optionee's death, whichever is the shorter period, provided,
however, that such Options were exercisable on the date of the
Optionee's termination of employment under the provisions of the
applicable agreements relating thereto or the Committee specifically
waives the restrictions relating to exercisability, if any, contained
in such agreements.
(5) Other Termination. If the employment of an Optionee shall terminate
for any reason other than as set forth in subparagraphs (1), (2), (3) or
(4) above, his rights under any then outstanding Options shall terminate at
the time of such termination of employment; provided, however, the
Committee may, in its sole discretion, take such action as it considers
appropriate to waive such automatic termination and/or the restrictions, if
any, contained in the applicable agreements relating thereto.
(6) Extension of Option Exercise Periods. Notwithstanding the Option
termination provisions set forth above, at the request of an Optionee or
his Successor, but in the Committee's sole discretion, the Committee may at
any time prior to the termination of an Option, extend the period during
which the Option may be exercised following the termination of an
Optionee's employment for any period up to the remaining Option Period for
the Option.
(E) Non-Transferability.
Unless otherwise designated by the Committee to the contrary, each Option
granted under the Plan shall by its terms be non-transferable by the
Optionee (except by will or
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<PAGE>
the laws of descent and distribution), and each Option shall be exercisable
during the Optionee's lifetime only by the Optionee, his or her guardian or
legal representative or by such other means as the Committee may approve
from time to time that is not inconsistent with or contrary to the
provisions of either Section 16(b) of the Exchange Act or Rule 16b-3, as
either may be amended from time to time, or any law, rule, regulation or
other provision that may hereafter replace such Rule. An Optionee may also
designate a beneficiary to exercise his or her Options after the Optionee's
death. The Committee may amend outstanding Options to provide for transfer,
without payment of consideration, to immediate family members of the
Optionee or to trusts or partnerships for such family members.
(F) Other Terms.
Options granted pursuant to the Plan shall contain such other terms,
provisions and conditions (which need not be identical) not inconsistent
herewith as shall be determined by the Committee.
9. LISTING AND REGISTRATION OF SHARES.
If at any time the Board of Directors shall determine, in its discretion,
that the listing, registration or qualification of any of the shares subject to
Options under the Plan upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of or in connection with the purchase or
issue of shares thereunder, no outstanding Options, the exercise of which would
result in the purchase or issuance of shares, may be exercised in whole or in
part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Board of Directors. The Board of Directors may require any person
exercising an Option to make such representations and furnish such information
as it may consider appropriate in connection with the issuance or delivery of
the shares in compliance with applicable law and shall have the authority to
cause the Company at its expense to take any action related to the Plan which
may be required in connection with such listing, registration, qualification,
consent or approval.
10. ADJUSTMENTS.
In the event that a dividend shall be declared upon the Common Stock payable
in shares of Common Stock, the number of shares of Common Stock then subject to
any Option outstanding under the Plan and the number of shares reserved for the
grant of Options pursuant to the Plan but not yet subject to an Option shall be
adjusted by adding to each such share the number of shares which would be
distributable in respect thereof if such shares had been outstanding on the
date fixed for determining the shareholders of the Company entitled to receive
such stock dividend. In the event that the outstanding shares of Common Stock
shall be changed into or exchanged for a different number or kind of shares of
stock or other securities of the Company or of another corporation, whether
through reorganization, recapitalization, stock split-up, combination of
shares, merger or consolidation, then there shall be substituted for each share
of Common Stock subject to any such Option and for each share of Common Stock
reserved for the grant of Options pursuant to the Plan but not yet subject to
an Option, the number and kind of shares of stock or other securities into
which each outstanding share of Common Stock shall have been so changed or for
which each such share shall have been exchanged. In the event there shall be
any change, other than as specified above in this Section 10, in the number or
kind of outstanding shares of Common Stock or of any stock or other securities
into which such Common Stock shall have been changed or for which it shall have
been exchanged, then if the Board of Directors shall in its sole discretion
determine that such change equitably requires an adjustment in the number or
kind of shares theretofore reserved for the grant of Options pursuant to the
Plan but not yet subject
A-7
<PAGE>
to an Option and of the shares then subject to an Option or Options, such
adjustment shall be made by the Board of Directors and shall be effective and
binding for all purposes of the Plan and each Option outstanding thereunder. In
the case of any such substitution or adjustment as provided for in this Section
10, the Option Price for each share of stock or other security which shall have
been substituted for each share of Common Stock covered by an outstanding
Option shall be adjusted appropriately to reflect such substitution or
adjustment. No adjustment or substitution provided for in this Section 10 shall
require the Company to sell a fractional share of Common Stock, and the total
substitution or adjustment with respect to each outstanding Option shall be
limited accordingly.
Upon any adjustment made pursuant to this Section 10 the Company will, upon
request, deliver to the Optionee or to the Optionee's Successors a certificate
of its Secretary setting forth the Option Price thereafter in effect and the
number and kind of shares or other securities thereafter purchasable on the
exercise of such Option.
11. WITHHOLDING TAXES.
The Company unilaterally or by arrangement with the Optionee shall make
appropriate provision for satisfaction of withholding taxes in the case of any
grant, award, exercise or other transaction which gives rise to a withholding
requirement. An Optionee or other person receiving shares issued upon exercise
of a Non-Statutory Option shall be required to pay the Company or any
Subsidiary in cash the amount of any taxes which the Company or Subsidiary is
required to withhold.
Notwithstanding the preceding sentence and subject to such rules as the
Committee may adopt, Optionees who are subject to Section 16(b) of the Exchange
Act, and, if determined by the Committee, other Optionees, may satisfy the
obligation, in whole or in part, by election on or before the date that the
amount of tax required to be withheld is determined, to have the number of
shares received upon exercise of the Non-Statutory Option reduced by a number
of shares having a fair market value equal to the amount of the required
withholding to be so satisfied or to surrender to the Company previously held
shares of Common Stock having an equivalent fair market value.
12. INTERPRETATION, AMENDMENTS AND TERMINATION.
All actions taken by the Board of Directors pursuant to this Section 12 shall
be taken only in accordance with the recommendation of the Committee. The Board
of Directors may make such rules and regulations and establish such procedures
for the administration of the Plan as it deems appropriate. In the event of any
dispute or disagreement as to the interpretation of this Plan or of any rule,
regulation or procedure, or as to any question, right or obligation arising
from or related to the Plan, the decision of the Board of Directors shall be
final and binding upon all persons. The Board of Directors may amend this Plan
as it shall deem advisable, except that the Board of Directors may not, without
further approval of the shareholders of the Company, (a) increase the total
number of shares of Common Stock which may be granted under the Plan as set
forth in Section 6 hereof or the number of shares that may be received by any
one individual pursuant to Section 5 hereof, (b) change the class of Employees
eligible for grants under the Plan, or (c) change the rules governing Option
Price set forth in Section 8(A) hereof. The Board of Directors may, in its
discretion, terminate this Plan at any time. Termination of the Plan shall not
affect the rights of Optionees or their Successors under any Options
outstanding and not exercised in full on the date of termination.
Subject to the foregoing and the requirements of Section 162(m) of the Code,
the Board of Directors may without further action on the part of the
shareholders of the Company or the consent of participants, amend the Plan, (a)
to permit or facilitate qualification of Options thereafter granted under the
Plan as Incentive Options, and (b) to preserve the employer deduction under
Section 162(m) of the Code.
A-8
<PAGE>
13. FOREIGN JURISDICTIONS.
The Committee may, from time to time, adopt, amend, and terminate under the
Plan, such arrangements, not inconsistent with the intent of the Plan, as it
may deem necessary or desirable to make available tax or other benefits of laws
of any foreign jurisdiction, to key employees of the Company or its
subsidiaries who are subject to such laws and who receive grants under the
Plan.
14. COMPLIANCE WITH SECTION 162(M) OF THE CODE.
With respect to employees subject to Section 162(m) of the Code, transactions
under the Plan are intended to avoid loss of the deduction referred to in
paragraph (1) of Section 162(m) of the Code. Anything in the Plan or elsewhere
to the contrary notwithstanding, to the extent any provision of the Plan or
action by the Committee fails to so comply or avoid the loss of such deduction,
it shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Committee concerned with matters relating to employees subject
to Section 162(m) of the Code.
15. NOTICES.
All notices under the Plan shall be in writing, and if to the Company, shall
be delivered to the Secretary of the Company or mailed to its principal office,
Post Office Box 57, Pittsburgh, Pennsylvania 15230, addressed to the attention
of the Secretary; and if to the Optionee, shall be delivered personally or
mailed to the Optionee at the address appearing in the payroll records of the
Company or a Subsidiary. Such addresses may be changed at any time by written
notice to the other party.
A-9
<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 PAUL F. RENNE 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
Tuesday, September 12, 2000, 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 ratification of auditors
and the approval of the H.J. Heinz Company 2000 Stock Option Plan.
* FOLD AND DETACH HERE *
<PAGE>
Please mark
your votes as [X]
indicated in
this example
The Board of Directors recommends a vote FOR all nominees for Election as
Directors.
1. Election of Directors
FOR all thirteen WITHHOLD
Nominees: nominees unless AUTHORITY
otherwise to vote for all
W.R. Johnson, S.C. Johnson, D.R. Keough, indicated. nominees.
D.R. Williams, N.F. Brady, E.E. Holiday,
P.F. Renne, C. Kendle, J.M. Zimmerman, [_] [_]
M.C. Choksi, L.S. Coleman, Jr.,
D.R. O'Hare and T.J. Usher.
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 and 3.
FOR AGAINST ABSTAIN
2. Ratification of Auditors. [_] [_] [_]
3. Approval of H.J. Heinz Company
2000 Stock Option Plan. [_] [_] [_]
4. 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 PAUL F. RENNE 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
Tuesday, September 12, 2000, 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 ratification of auditors
and the approval of the H.J. Heinz Company 2000 Stock Option Plan.
* FOLD AND DETACH HERE *
<PAGE>
Please mark
your votes as [X]
indicated in
this example
The Board of Directors recommends a vote FOR all nominees for Election as
Directors.
1. Election of Directors
FOR all thirteen WITHHOLD
Nominees: nominees unless AUTHORITY
otherwise to vote for all
W.R. Johnson, S.C. Johnson, D.R. Keough, indicated. nominees.
D.R. Williams, N.F. Brady, E.E. Holiday,
P.F. Renne, C. Kendle, J.M. Zimmerman, [_] [_]
M.C. Choksi, L.S. Coleman, Jr.,
D.R. O'Hare and T.J. Usher.
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 and 3.
FOR AGAINST ABSTAIN
2. Ratification of Auditors. [_] [_] [_]
3. Approval of H.J. Heinz Company
2000 Stock Option Plan. [_] [_] [_]
4. 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.
