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