-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, pZSzaj6AftYLMU8OrjS0Vhfuj3dStITZSRH7p0/CHAkvyhsLtamAgk9PyB1Vp/rj 27c4YngG13o9xBpmEsnIqg== 0000899243-95-000580.txt : 19950901 0000899243-95-000580.hdr.sgml : 19950901 ACCESSION NUMBER: 0000899243-95-000580 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950830 SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEINZ H J CO CENTRAL INDEX KEY: 0000046640 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 250542520 STATE OF INCORPORATION: PA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06496 FILM NUMBER: 95569176 BUSINESS ADDRESS: STREET 1: 600 GRANT ST CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 4124565700 MAIL ADDRESS: STREET 2: P O BOX 57 CITY: PITTSBURGH STATE: PA ZIP: 15230 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEINZ TERESA CENTRAL INDEX KEY: 0000918397 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 209387080 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3200 CNG TOWER STREET 2: 675 LIBERTY AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 412-497-5700 MAIL ADDRESS: STREET 1: 3200 CNG TOWER STREET 2: 675 LIBERTY AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 SC 13D/A 1 SCHEDULE 13D AMEND #6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* H.J. Heinz Company (Name of Issuer) Common Stock, $.25 par value (Title of Class of Securities) 423074-10-3 (CUSIP Number) Paul J. Bschorr, Esq. Dewey Ballantine 1301 Avenue of the Americas New York, NY 10019 (Phone: 212-529-8000) (Name, Address and Telephone Number of Person Authorized to Receive Notices an Communications) August 24, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 8 Pages CUSIP No. 423074-10-03 13D Page 2 of 8 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Teresa Heinz 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER -0- 8. SHARED VOTING POWER 20,440,590 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 20,440,590 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,440,590 12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3% 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! The Schedule 13D of Teresa Heinz, as amended by Amendment Nos. 1 through 5, is hereby amended as follows: Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended and restated as follows: "Not Applicable." Item 4. Purpose of Transaction. The first paragraph of Item 4 is hereby amended and restated as follows: "The undersigned as co-executor of an estate, co-trustee of ten trusts, Chairperson and Chief Executive Officer or director of three nonprofit corporations is the beneficial owner of 20,440,590 shares of Common Stock. Such shares were given to such trusts or nonprofit corporations or transferred to such estate upon death and no consideration was paid for them. On August 24, 1995, certain of such entities closed a public offering of an aggregate of 12,750,000 shares of Common Stock at a purchase price of $41.125 per share (net of underwriters' discounts and commissions). The remaining shares of Common Stock held by the undersigned in such estate, trusts and nonprofit organizations are held for investment, although the investments in the Issuer by each of such entities will be periodically reviewed and at any time the amount of such investments may be increased or decreased." Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated in its entirety as follows: "(a) The undersigned beneficially owns 20,440,590 shares of Common Stock which is 8.3% of the outstanding 246,239,778 shares of Common Stock which are believed to be the total number of shares outstanding on the date hereof. (b) The undersigned has shared voting and dispositive power with respect to 20,440,590 shares of Common Stock. The identity of each person with which the undersigned shares voting and dispositive power is as follows: Page 3 of 8 Pages Frank V. Cahouet (Chairman and CEO of Mellon Bank, N.A.) 4700 One Mellon Bank Center Pittsburgh, PA 15258-0001 Citizenship: United States Julie H. Finley (community volunteer) 3221 Woodland Drive Washington, D.C. 20008 Citizenship: United States Rose Gibson (assistant secretary) Heinz Family Foundation 110 Doray Drive Pittsburgh, PA 15237 Citizenship: United States A. Lawrence Groo (investments) Lawrence Groo & Co. Inc. 540 Madison Avenue New York, NY 10022 Citizenship: United States Andre T. Heinz (design consultant) 3322 O Street, N.W. Washington, D.C. 20007 Citizenship: United States Christopher D. Heinz (student) 1950 Squaw Run Road Pittsburgh, PA 15238 Citizenship: United States H. John Heinz IV (artisan/sculptor) 7 Hulbert Avenue Nantucket, MA 02554 Citizenship: United States Howard M. Love (retired) 500 Grant Street Suite 2108 Pittsburgh, PA 15217 Citizenship: United States Wendy Mackenzie (philanthropist) 829 Park Avenue Page 4 of 8 Pages New York, NY 10021 Citizenship: United States Joan D. McCauley (philanthropist) 2750 Vallejo Street San Francisco, CA 94123 Citizenship: United States Singer Rankin (writer) Route 9, Box 70A Santa Fe, New Mexico 87505 Citizenship: United States William H. Rea (retired) Stoney Lonesome Farm, R.D. #1 Stahlstown, PA 15687 Citizenship: United States Dolores Senanis (administrative assistant to Teresa Heinz) 1201 Pennsylvania Avenue, N.W. Suite 619 Washington, D.C. 20004 Citizenship: United States Linda K. Smith, Esq. (attorney) 709 College Street Beloit, WI 53511 Citizenship: United States John R. Taylor (director of investment policy) Heinz Family Office 3200 CNG Tower 625 Liberty Avenue Pittsburgh, PA 15222 Citizenship: United States James M. Walton (investments) Room 3902 525 William Penn Place Pittsburgh, PA 15219 Citizenship: United States Page 5 of 8 Pages S. Donald Wiley (lawyer, director of the Issuer, retired Senior Vice President, General Counsel and Secretary of the Issuer) H.J. Heinz Company (multinational food processing company) P.O. Box 57 Pittsburgh, PA 15230 Citizenship: United States Wren Wirth (president) Winslow Foundation (charitable foundation) 1425 21st Street N.W. Washington, D.C. 20036 Citizenship: United States Mellon Bank, N.A., a national banking association (domestic and international commercial banking, retail banking and trust services) One Mellon Bank Center Pittsburgh, PA 15258 None of the above persons has during the last five years (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding it or he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (c) The undersigned has not effected any transaction in shares of Common Stock during the sixty day period preceding the date of this Statement except for the transaction described in Item 4 above. (d) The shares of Common Stock held by the estate, trusts and nonprofit corporations described above as beneficially owned by the undersigned are held by her in fiduciary capacities for the benefit of beneficiaries of the estate, trusts or charities, which persons in some cases, have the right to receive dividends on, or the proceeds from the disposition of, the Common Stock so held. No person has the right to receive dividends or direct the proceeds from 5% or more of the outstanding Common Stock held by the above persons except for Mellon Bank, N.A., which has the right to receive dividends on the shares it holds in various capacities in unrelated accounts. Page 6 of 8 Pages (e) Not applicable." Page 7 of 8 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this Statement is true, complete and correct. /s/ Teresa Heinz ---------------- Teresa Heinz Dated: August 30, 1995 Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----