Grunnleggende statistikk
| CIK | 46640 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Heinz H J Co
SEC Filings (Chronological Order)
På denne siden finner du en fullstendig, kronologisk liste over SEC-arkiveringer, med unntak av eierskaps-arkiveringer som vi leverer andre steder.
| July 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2025 The Kraft Heinz Company (Exact name of registrant as specified in its charter) Delaware 001-37482 46-2078182 (State or other jurisdiction of incorporation) (Commission Fi |
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| July 8, 2025 |
[Remainder of page intentionally left blank.] EX-10.1 Exhibit 10.1 EXECUTION VERSION FOURTH AMENDMENT dated as of July 8, 2025 (this “Amendment”), among THE KRAFT HEINZ COMPANY, a Delaware corporation (“Kraft Heinz”), KRAFT HEINZ FOODS COMPANY, a Pennsylvania limited liability company (the “Parent Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent. WHEREAS, reference is made to the Credit Agreement dat |
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| March 6, 2025 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 KRAFT HEINZ FOODS COMPANY THE KRAFT HEINZ COMPANY (Exact Name of Registrant as Specified in Its Charter) Pennsylvania Delaware 25-0542520 46-2078182 (State of Incorporation or Organization |
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| February 25, 2025 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2025 The Kraft Heinz Company (Exact name of registrant as specified in its charter) Delaware 001-37482 46-2078182 (State or other jurisdiction of incorporation) (Commissi |
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| February 25, 2025 |
EX-5.4 Exhibit 5.4 Client: 50819-00062 February 25, 2025 Kraft Heinz Foods Company One PPG Place Pittsburgh, Pennsylvania 15222 Re: Kraft Heinz Foods Company Registration Statement on Form S-3 (File No. 333-284906) Ladies and Gentlemen: We have acted as counsel to Kraft Heinz Foods Company, a Pennsylvania limited liability company (the “Company”) and The Kraft Heinz Company, a Delaware corporation |
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| February 25, 2025 |
EX-5.3 Exhibit 5.3 Client: 50819-00062 February 25, 2025 Kraft Heinz Foods Company One PPG Place Pittsburgh, Pennsylvania 15222 Re: Kraft Heinz Foods Company Registration Statement on Form S-3 (File No. 333-284906) Ladies and Gentlemen: We have acted as counsel to Kraft Heinz Foods Company, a Pennsylvania limited liability company (the “Company”) and The Kraft Heinz Company, a Delaware corporation |
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| February 25, 2025 |
Exhibit 4.1 EXECUTION VERSION KRAFT HEINZ FOODS COMPANY, as Issuer, THE KRAFT HEINZ COMPANY, as Guarantor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Security Registrar and Transfer Agent TWELFTH SUPPLEMENTAL INDENTURE Dated as of February 25, 2025 to INDENTURE Dated as of July 1, 2015 Relating to $500,000,000 5.200% Senior Notes due 2032 $500,000,000 5.400% Senior Notes d |
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| February 25, 2025 |
KRAFT HEINZ FOODS COMPANY €600,000,000 3.250% Senior Notes due 2033 Underwriting Agreement Exhibit 1.2 EXECUTION VERSION KRAFT HEINZ FOODS COMPANY €600,000,000 3.250% Senior Notes due 2033 Underwriting Agreement February 20, 2025 Citigroup Global Markets Limited Deutsche Bank AG, London Branch Goldman Sachs & Co. LLC J.P. Morgan Securities plc As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Citigroup Global Markets Limited Citigroup Centre Canada Square Lo |
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| February 25, 2025 |
Exhibit 1.1 KRAFT HEINZ FOODS COMPANY $500,000,000 5.200% Senior Notes due 2032 $500,000,000 5.400% Senior Notes due 2035 Underwriting Agreement February 19, 2025 Citigroup Global Markets Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Citigroup Global Markets Inc. 388 Greenwich |
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| February 25, 2025 |
Exhibit 4.4 EXECUTION VERSION KRAFT HEINZ FOODS COMPANY, as Issuer, THE KRAFT HEINZ COMPANY, as Guarantor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Security Registrar and Transfer Agent THIRTEENTH SUPPLEMENTAL INDENTURE Dated as of February 25, 2025 to INDENTURE Dated as of July 1, 2015 Relating to €600,000,000 3.250% Senior Notes due 2033 THIRTEENTH SUPPLEMENTAL INDENTU |
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| February 21, 2025 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) KRAFT HEINZ FOODS COMPANY (Issuer) THE KRAFT HEINZ COMPANY (Guarantor) (collectively, the “Registrants”) (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 3. |
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| February 21, 2025 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) KRAFT HEINZ FOODS COMPANY (Issuer) THE KRAFT HEINZ COMPANY (Guarantor) (collectively, the “Registrants”) (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 5. |
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| February 21, 2025 |
Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-284906 Prospectus Supplement (To Prospectus dated February 13, 2025) Kraft Heinz Foods Company Guaranteed by The Kraft Heinz Company $500,000,000 5.200% Senior Notes due 2032 $500,000,000 5.400% Senior Notes due 2035 Kraft Heinz Foods Company, a Pennsylvania limited liability company (the “Issuer”), is offering $500,000,000 ag |
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| February 21, 2025 |
Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-284906 Prospectus Supplement (To Prospectus dated February 13, 2025) Kraft Heinz Foods Company Guaranteed by The Kraft Heinz Company €600,000,000 3.250% Senior Notes due 2033 Kraft Heinz Foods Company, a Pennsylvania limited liability company (the “Issuer”), is offering €600,000,000 aggregate principal amount of 3.250% senior |
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| February 20, 2025 |
KRAFT HEINZ FOODS COMPANY Pricing Term Sheet €600,000,000 3.250% Senior Notes due 2033 Filed Pursuant to Rule 433 Registration No. 333-284906 February 20, 2025 KRAFT HEINZ FOODS COMPANY Pricing Term Sheet €600,000,000 3.250% Senior Notes due 2033 The information in this pricing term sheet supplements Kraft Heinz Foods Company’s preliminary prospectus supplement, dated February 20, 2025 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prosp |
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| February 20, 2025 |
Subject to completion, dated February 20, 2025 424B5 Table of Contents Information in this preliminary prospectus supplement is not complete and may be changed. |
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| February 19, 2025 |
Subject to completion, dated February 19, 2025 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-284906 Information in this preliminary prospectus supplement is not complete and may be changed. The definitive terms of the transactions described herein will be described in the final version of this document. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and |
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| February 19, 2025 |
KRAFT HEINZ FOODS COMPANY Pricing Term Sheet $500,000,000 5.200% Senior Notes due 2032 FWP Filed Pursuant to Rule 433 Registration No. 333-284906 February 19, 2025 KRAFT HEINZ FOODS COMPANY Pricing Term Sheet $500,000,000 5.200% Senior Notes due 2032 The information in this pricing term sheet supplements Kraft Heinz Foods Company’s preliminary prospectus supplement, dated February 19, 2025 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary P |
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| February 13, 2025 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as specified |
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| February 13, 2025 |
As filed with the Securities and Exchange Commission on February 13, 2025 Table of Contents As filed with the Securities and Exchange Commission on February 13, 2025 Registration No. |
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| February 13, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) THE KRAFT HEINZ COMPANY KRAFT HEINZ FOODS COMPANY (Exact name of each registrant as specified in its charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fe |
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| March 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 KRAFT HEINZ FOODS COMPANY THE KRAFT HEINZ COMPANY (Exact Name of Registrant as Specified in Its Charter) Pennsylvania Delaware 25-0542520 46-2078182 (State of Incorporation or Organization) (I.R. |
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| March 1, 2024 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024 The Kraft Heinz Company (Exact name of registrant as specified in its charter) Delaware 001-37482 46-2078182 (State or other jurisdiction of incorporation) (Commissi |
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| March 1, 2024 |
Exhibit 4.1 KRAFT HEINZ FOODS COMPANY, as Issuer, THE KRAFT HEINZ COMPANY, as Guarantor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Security Registrar and Transfer Agent ELEVENTH SUPPLEMENTAL INDENTURE Dated as of March 1, 2024 to INDENTURE Dated as of July 1, 2015 Relating to €550,000,000 3.500% Senior Notes due 2029 ELEVENTH SUPPLEMENTAL INDENTURE ELEVENTH SUPPLEMENTAL I |
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| March 1, 2024 |
KRAFT HEINZ FOODS COMPANY €550,000,000 3.500% Senior Notes due 2029 Underwriting Agreement Exhibit 1.1 KRAFT HEINZ FOODS COMPANY €550,000,000 3.500% Senior Notes due 2029 Underwriting Agreement February 27, 2024 Barclays Bank PLC Deutsche Bank AG, London Branch J.P. Morgan Securities plc As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Barclays Bank PLC 1 Churchill Place London E14 5HP United Kingdom c/o Deutsche Bank AG, London Branch 21 Moorfields London |
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| February 29, 2024 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) KRAFT HEINZ FOODS COMPANY (Issuer) THE KRAFT HEINZ COMPANY (Guarantor) (collectively, the “Registrants”) (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 3. |
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| February 29, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(2) Registration Nos. 333-275255 and 333-275255-01 Prospectus Supplement (To Prospectus dated November 15, 2023) Kraft Heinz Foods Company Guaranteed by The Kraft Heinz Company €550,000,000 3.500% Senior Notes due 2029 Kraft Heinz Foods Company, a Pennsylvania limited liability company (the “Issuer”), is offering €550,000,000 aggregate principal amoun |
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| February 27, 2024 |
KRAFT HEINZ FOODS COMPANY Pricing Term Sheet €550,000,000 3.500% Senior Notes due 2029 Filed Pursuant to Rule 433 Registration No. 333-275255 February 27, 2024 KRAFT HEINZ FOODS COMPANY Pricing Term Sheet €550,000,000 3.500% Senior Notes due 2029 The information in this pricing term sheet supplements Kraft Heinz Foods Company’s preliminary prospectus supplement, dated February 27, 2024 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prosp |
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| February 27, 2024 |
Subject to completion, dated February 27, 2024 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-275255 Information in this preliminary prospectus supplement is not complete and may be changed. The definitive terms of the transactions described herein will be described in the final version of this document. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and |
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| November 1, 2023 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as specifi |
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| November 1, 2023 |
As filed with the Securities and Exchange Commission on November 1, 2023 S-3 Table of Contents As filed with the Securities and Exchange Commission on November 1, 2023 Registration No. |
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| November 1, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) THE KRAFT HEINZ COMPANY KRAFT HEINZ FOODS COMPANY (Exact Name of Each Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Pr |
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| May 18, 2023 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 KRAFT HEINZ FOODS COMPANY THE KRAFT HEINZ COMPANY (Exact Name of Registrant as Specified in Its Charter) Pennsylvania Delaware 25-0542520 46-2078182 (State of Incorporation or Organization |
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| May 10, 2023 |
EX-4.1 Exhibit 4.1 KRAFT HEINZ FOODS COMPANY, as Issuer, THE KRAFT HEINZ COMPANY, as Guarantor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Security Registrar and Transfer Agent TENTH SUPPLEMENTAL INDENTURE Dated as of May 10, 2023 to INDENTURE Dated as of July 1, 2015 Relating to €600,000,000 Floating Rate Senior Notes due 2025 TENTH SUPPLEMENTAL INDENTURE TENTH SUPPLEMENT |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 The Kraft Heinz Company (Exact name of registrant as specified in its charter) Delaware 001-37482 46-2078182 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 10, 2023 |
KRAFT HEINZ FOODS COMPANY €600,000,000 Floating Rate Senior Notes due 2025 Underwriting Agreement EX-1.1 Exhibit 1.1 KRAFT HEINZ FOODS COMPANY €600,000,000 Floating Rate Senior Notes due 2025 Underwriting Agreement May 5, 2023 Deutsche Bank AG, London Branch As Representative of the several Underwriters listed in Schedule 1 hereto c/o Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom Ladies and Gentlemen: Kraft Heinz Foods Company, a Penn |
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| May 9, 2023 |
424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-250081 Prospectus Supplement (To Prospectus dated May 26, 2022) Kraft Heinz Foods Company Guaranteed by The Kraft Heinz Company €600,000,000 Floating Rate Senior Notes due 2025 Kraft Heinz Foods Company, a Pennsylvania limited liability company (the “Issuer”), is offering €600,000,000 aggregate principal amount of floati |
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| May 9, 2023 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(2)1 (Form Type) KRAFT HEINZ FOODS COMPANY (Issuer) THE KRAFT HEINZ COMPANY (Guarantor) (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered2 Proposed Maximum Offering Price Per Unit Maximum Aggregate |
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| May 5, 2023 |
FWP Filed Pursuant to Rule 433 Registration No. 333-250081 May 5, 2023 KRAFT HEINZ FOODS COMPANY Pricing Term Sheet €600,000,000 Floating Rate Senior Notes due 2025 Issuer: Kraft Heinz Foods Company Guarantor: The Kraft Heinz Company Ratings*: Baa2 / BBB / BBB (Moody’s / S&P / Fitch) Distribution: SEC Registered Principal Amount: €600,000,000 Trade Date: May 5, 2023 Settlement Date: May 10, 2023; |
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| May 5, 2023 |
Subject to completion, dated May 5, 2023 424B5 1 d274795d424b5.htm 424B5 Table of Contents Information in this preliminary prospectus supplement is not complete and may be changed. The definitive terms of the transactions described herein will be described in the final version of this document. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer |
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| May 25, 2022 |
Power of Attorney of Alicia Knapp. Exhibit 24.3 POWER OF ATTORNEY May 25, 2022 I hereby authorize and appoint Andre Maciel and Miguel Patricio, and each of them, with full power of substitution and resubstitution and full power to act without the other, as my true and lawful attorney-in-fact and agent to act in my name, place and stead and to execute in my name and on my behalf, individually and in my capacity as a director of The |
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| May 25, 2022 |
As filed with the Securities and Exchange Commission on May 25, 2022 Table of Contents As filed with the Securities and Exchange Commission on May 25, 2022 Registration No. |
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| May 25, 2022 |
Power of Attorney of James Park. Exhibit 24.4 POWER OF ATTORNEY May 24, 2022 I hereby authorize and appoint Andre Maciel and Miguel Patricio, and each of them, with full power of substitution and resubstitution and full power to act without the other, as my true and lawful attorney-in-fact and agent to act in my name, place and stead and to execute in my name and on my behalf, individually and in my capacity as a director of The |
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| February 17, 2022 |
As filed with the Securities and Exchange Commission on February 17, 2022 Table of Contents As filed with the Securities and Exchange Commission on February 17, 2022 Registration No. |
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| February 16, 2022 |
As filed with the Securities and Exchange Commission on February 16, 2022 Table of Contents As filed with the Securities and Exchange Commission on February 16, 2022 Registration No. |
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| February 16, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) KRAFT HEINZ FOODS COMPANY THE KRAFT HEINZ COMPANY (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price ( |
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| February 16, 2022 |
Power of Attorney of Lori Dickerson Fouché.*** Exhibit 24.2 POWER OF ATTORNEY February 16, 2022 I hereby authorize and appoint Paulo Basilio and Miguel Patricio, and each of them, with full power of substitution and resubstitution and full power to act without the other, as my true and lawful attorney-in-fact and agent to act in my name, place and stead and to execute in my name and on my behalf, individually and in my capacity as a director o |
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| December 17, 2020 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-251232 and 333-251232-01 PROSPECTUS $6,500,000,000 Kraft Heinz Foods Company Exchange Offer: New 3.750% Senior Notes due 2030 for 3.750% Senior Notes due 2030 New 4.625% Senior Notes due 2039 for 4.625% Senior Notes due 2039 New 4.875% Senior Notes due 2049 for 4.875% Senior Notes due 2049 New 3.875% Senior Notes due 202 |
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| December 15, 2020 |
KRAFT HEINZ FOODS COMPANY THE KRAFT HEINZ COMPANY One PPG Place Pittsburgh, Pennsylvania 15222 (412) 456-5700 December 15, 2020 VIA EDGAR U. |
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| December 15, 2020 |
KRAFT HEINZ FOODS COMPANY THE KRAFT HEINZ COMPANY One PPG Place Pittsburgh, Pennsylvania 15222 December 15, 2020 Via EDGAR Submission Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| December 9, 2020 |
S-4 Table of Contents As filed with the Securities and Exchange Commission on December 9, 2020 Registration No. |
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| December 9, 2020 |
EX-99.1 Exhibit 99.1 LETTER OF TRANSMITTAL With respect to the Exchange Offer Regarding the 3.750% Senior Notes due 2030 4.625% Senior Notes due 2039 4.875% Senior Notes due 2049 3.875% Senior Notes due 2027 4.250% Senior Notes due 2031 5.500% Senior Notes due 2050 issued by Kraft Heinz Foods Company THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2020, unless extended To My |
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| December 9, 2020 |
EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as |
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| November 13, 2020 |
S-3ASR Table of Contents As filed with the Securities and Exchange Commission on November 13, 2020 Registration No. |
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| November 13, 2020 |
EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as |
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| June 5, 2018 |
424B2 Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(1) $300,000,000 3. |
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| June 5, 2018 |
Filed Pursuant to Rule 433 Registration No. 333-213290 June 4, 2018 KRAFT HEINZ FOODS COMPANY Pricing Term Sheet $300,000,000 3.375% Senior Notes due 2021 Guaranteed by The Kraft Heinz Company Issuer: Kraft Heinz Foods Company Ratings*: Baa3 / BBB (Moody?s / S&P) Distribution: SEC Registered Principal Amount: $300,000,000 Trade Date: June 4, 2018 Settlement Date: June 15, 2018; T+9** Maturity Date |
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| June 4, 2018 |
Subject to completion, dated June 4, 2018 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-213290 Information in this preliminary prospectus supplement is not complete and may be changed. The definitive terms of the transactions described herein will be described in the final version of this document. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securiti |
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| August 9, 2017 |
424B2 Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(1) $350,000,000 Floating Rate Senior Notes due 2019 $350,000,000 100% $350,000,000 $40,565 $650,000,000 Floating Rate Senior Notes due 2021 $650,000,000 100 |
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| August 8, 2017 |
Filed Pursuant to Rule 433 Registration No. 333-213290 August 7, 2017 KRAFT HEINZ FOODS COMPANY Pricing Term Sheet $350,000,000 Floating Rate Senior Notes due 2019 Guaranteed by The Kraft Heinz Company Issuer: Kraft Heinz Foods Company Ratings*: Baa3 / BBB- (Moody?s / S&P) Principal Amount: $350,000,000 Trade Date: August 7, 2017 Settlement Date: August 10, 2017; T+3 Maturity Date: August 9, 2019 |
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| August 7, 2017 |
Subject to completion, dated August 7, 2017 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-213290 Information in this preliminary prospectus supplement is not complete and may be changed. The definitive terms of the transactions described herein will be described in the final version of this document. This preliminary prospectus supplement is not an offer to sell nor does it seek an offer to buy these securiti |
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| August 24, 2016 |
Exhibit Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned, being a director or officer of The Kraft Heinz Company, a Delaware corporation (the "Company"), hereby constitutes and appoints Bernardo Hees, Paulo Basilio and Christopher R. Skinger, and each of them, his or her true and lawful attorney-in-fact and agent, with full and several power of substitution and resubstitution and to act with |
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| August 24, 2016 |
Exhibit Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned, being a director or officer of The Kraft Heinz Company, a Delaware corporation (the "Company"), hereby constitutes and appoints Bernardo Hees, Paulo Basilio and Christopher R. Skinger, and each of them, his or her true and lawful attorney-in-fact and agent, with full and several power of substitution and resubstitution and to act with |
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| August 24, 2016 |
ex251 Exhibit 24.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as spe |
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| August 24, 2016 |
Exhibit Exhibit 12.1 The Kraft Heinz Company Computation of Ratios of Earnings to Fixed Charges (in millions) Successor Predecessor (H. J. Heinz Company) July 3, 2016 (26 weeks) January 3, 2016 (53 weeks) December 28, 2014 (52 weeks) February 8 - December 29, 2013 (29 weeks) April 29 - June 7, 2013 (6 weeks) April 28, 2013 (52 weeks) April 29, 2012 (52 1/2 weeks) April 27, 2011 (52 weeks) Fixed Ch |
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| August 24, 2016 |
Exhibit Exhibit 12.1 The Kraft Heinz Company Computation of Ratios of Earnings to Fixed Charges (in millions) Successor Predecessor (H. J. Heinz Company) July 3, 2016 (26 weeks) January 3, 2016 (53 weeks) December 28, 2014 (52 weeks) February 8 - December 29, 2013 (29 weeks) April 29 - June 7, 2013 (6 weeks) April 28, 2013 (52 weeks) April 29, 2012 (52 1/2 weeks) April 27, 2011 (52 weeks) Fixed Ch |
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| August 24, 2016 |
Document As filed with the Securities and Exchange Commission on August 24, 2016 Registration No. |
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| July 19, 2016 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-212423 PROSPECTUS $15,000,000,000 Kraft Heinz Foods Company Exchange Offer: New 1.60% Senior Notes due 2017 for 1.60% Senior Notes due 2017 New 2.00% Senior Notes due 2018 for 2.00% Senior Notes due 2018 New 2.80% Senior Notes due 2020 for 2.80% Senior Notes due 2020 New 3.50% Senior Notes due 2022 for 3.50% Senior Notes |
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| July 15, 2016 |
KRAFT HEINZ FOODS COMPANY THE KRAFT HEINZ COMPANY 1 PPG Place Pittsburgh, Pennsylvania 15222 July 15, 2016 VIA FACSIMILE AND EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D. |
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| July 14, 2016 |
Exhibit 99.1 LETTER OF TRANSMITTAL With respect to the Exchange Offer Regarding the 1.60% Senior Notes due 2017 2.00% Senior Notes due 2018 2.80% Senior Notes due 2020 3.50% Senior Notes due 2022 3.95% Senior Notes due 2025 5.00% Senior Notes due 2035 5.20% Senior Notes due 2045 3.000% Senior Notes due 2026 4.375% Senior Notes due 2046 issued by Kraft Heinz Foods Company THE EXCHANGE OFFER WILL EX |
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| July 14, 2016 |
As filed with the Securities and Exchange Commission on July 14, 2016 As filed with the Securities and Exchange Commission on July 14, 2016 Registration No. |
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| July 7, 2016 |
Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned, being a director or officer of The Kraft Heinz Company, a Delaware corporation (the ?Company?), hereby constitutes and appoints Bernardo Hees, Paulo Basilio and Christopher R. Skinger, and each of them, his or her true and lawful attorney-in-fact and agent, with full and several power of substitution and resubstitution and to act with or with |
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| July 7, 2016 |
EX-12.1 Exhibit 12.1 The Kraft Heinz Company Computation of Ratios of Earnings to Fixed Charges (in millions) Successor Predecessor (H. J. Heinz Company) April 3, 2016 (13 weeks) January 3, 2016 (53 weeks) December 28, 2014 (52 weeks) February 8 - December 29, 2013 (29 weeks) April 29 - June 7, 2013 (6 weeks) April 28, 2013 (52 weeks) April 29, 2012 (52 1/2 weeks) April 27, 2011 (52 weeks) Fixed C |
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| July 7, 2016 |
CONFIDENTIAL FOR COMMISSION USE ONLY KRAFT HEINZ FOODS COMPANY THE KRAFT HEINZ COMPANY 1 PPG Place Pittsburgh, Pennsylvania 15222 (412) 456-5700 July 7, 2016 VIA EDGAR U. |
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| July 7, 2016 |
As filed with the Securities and Exchange Commission on July 7, 2016 Table of Contents As filed with the Securities and Exchange Commission on July 7, 2016 Registration No. |
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| July 7, 2016 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as specifi |
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| May 7, 2014 |
H.J. Heinz Company Exchange Offer for 4.25% Second Lien Senior Secured Notes due 2020 Final Prospectus Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. |
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| May 6, 2014 |
H.J. HEINZ COMPANY HAWK ACQUISITION INTERMEDIATE CORPORATION II 1 PPG Place, Suite 3100 Pittsburgh, Pennsylvania 15222 May 6, 2014 VIA FACSIMILE AND EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549 FAX: (202) 772-9202 Attention: Mr. H. Roger Schwall Re: H.J. Heinz Company and Hawk Acquisition Intermediate Corporation II (the ?Companies |
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| May 6, 2014 |
MOFFATT, THOMAS, BARRETT, ROCK & FIELDS, CHARTERED EX-5.(iii) Exhibit 5.(iii) Boise Idaho Falls Pocatello Richard C. Fields Michael O. Roe Mindy M. Willman Mailing Address PO Box 829 Boise ID 83701-0829 John S. Simko David S. Jensen Jetta Hatch Mathews John C. Ward James L. Martin Andrea J. Rosholt David B. Lincoln C. Clayton Gill Maria O. Hart Gary T. Dance Michael W. McGreaham Kirk J. Houston Physical Address US Bank Plaza 101 S Capitol Blvd 10t |
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| May 6, 2014 |
SEC Response Letter Joshua Korff, P.C. To Call Writer Directly: (212) 446-4943 [email protected] 601 Lexington Avenue New York, New York 10022 (212) 446-4800 www.kirkland.com Facsimile: (212) 446-4900 May 5, 2014 Via EDGAR Division of Corporate Finance Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: H.J. Heinz Company Hawk Acquisition Intermediate Corporation |
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| May 6, 2014 |
Amendment No. 3 to Form S-4 As filed with the Securities and Exchange Commission on May 5, 2014 No. 333-194441 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 H.J. Heinz Company Hawk Acquisition Intermediate Corporation II Additional Registrants Listed on Schedule A Hereto (Exact name of reg |
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| May 1, 2014 |
WORLD HEADQUARTERS P.O. Box 57 Law Department Pittsburgh, Pennsylvania 15230-0057 May 1, 2014 EX-5.(ii) Exhibit 5.(ii) WORLD HEADQUARTERS P.O. Box 57 Law Department Pittsburgh, Pennsylvania 15230-0057 May 1, 2014 H.J. Heinz Company 1 PPG Place Suite 3100 Pittsburgh, Pennsylvania 15222 Re: Registration Statement on Form S-4 Ladies and Gentlemen: I am issuing this opinion letter in my capacity as General Counsel to H.J. Heinz Company, a Pennsylvania corporation (the “Issuer”), in connection |
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| May 1, 2014 |
EX-5.(i) Exhibit 5(i) 601 Lexington Avenue New York, New York 10022 (212) 446-4800 Facsimile: (212) 446-4900 www.kirkland.com May 1, 2014 H.J. Heinz Company 1 PPG Place Suite 3100 Pittsburgh, Pennsylvania 15222 Re: Registration Statement on Form S-4 Ladies and Gentlemen: We are issuing this opinion letter in our capacity as legal counsel to H.J. Heinz Company, a Pennsylvania corporation (the “Issu |
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| May 1, 2014 |
Amendment No. 2 to Form S-4 As filed with the Securities and Exchange Commission on May 1, 2014 No. 333-194441 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 H.J. Heinz Company Hawk Acquisition Intermediate Corporation II Additional Registrants Listed on Schedule A Hereto (Exact name of reg |
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| May 1, 2014 |
MOFFATT, THOMAS, BARRETT, ROCK & FIELDS, CHARTERED EX-5.(iii) Exhibit 5.(iii) Boise Idaho Falls Pocatello Richard C. Fields Michael O. Roe Mindy M. Willman Mailing Address PO Box 829 Boise ID 83701-0829 John S. Simko David S. Jensen Jetta Hatch Mathews John C. Ward James L. Martin Andrea J. Rosholt David B. Lincoln C. Clayton Gill Maria O. Hart Gary T. Dance Michael W. McGreaham Kirk J. Houston Physical Address US Bank Plaza 101 S Capitol Blvd 10t |
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| May 1, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT NO. 333-135612 UNDER THE SECURITIES ACT OF 1933 H. J. Heinz Company (Exact Name of registrant as specified in its charter) Pennsylvania 25-0542520 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1 PPG Place, Suite 31 |
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| May 1, 2014 |
Joshua Korff, P.C. To Call Writer Directly: (212) 446-4943 [email protected] 601 Lexington Avenue New York, New York 10022 (212) 446-4800 www.kirkland.com Facsimile: (212) 446-4900 May 1, 2014 Via EDGAR Division of Corporate Finance Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: H.J. Heinz Company Hawk Acquisition Intermediate Corporation II Amendment No. 1 |
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| April 15, 2014 |
EX-99.1 Exhibit 99.1 LETTER OF TRANSMITTAL With respect to the Exchange Offer Regarding the 4.25% Second Lien Senior Secured Notes due 2020 issued by H.J. Heinz Company THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON , 2014, unless extended To My Broker or Account Representative: I, the undersigned, hereby acknowledge receipt of the Prospectus, dated , 2014 (the “Prospectus”) of |
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| April 15, 2014 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-23.(i) Exhibit 23(i) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Amendment No. 1 to Registration Statement on Form S-4 of Hawk Acquisition Intermediate Corporation II of our report dated March 7, 2014 relating to the financial statements and financial statement schedule of Hawk Acquisition Intermediate Corporation II (Successor), which appears i |
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| April 15, 2014 |
EX-5.(i) Exhibit 5(i) 601 Lexington Avenue New York, New York 10022 (212) 446-4800 Facsimile: (212) 446-4900 www.kirkland.com April 14, 2014 H.J. Heinz Company 1 PPG Place Suite 3100 Pittsburgh, Pennsylvania 15222 Re: Registration Statement on Form S-4 Ladies and Gentlemen: We are issuing this opinion letter in our capacity as legal counsel to H.J. Heinz Company, a Pennsylvania corporation (the “I |
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| April 15, 2014 |
Amendment No. 1 to Form S-4 Table of Contents As filed with the Securities and Exchange Commission on April 14, 2014 No. 333-194441 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 H.J. Heinz Company Hawk Acquisition Intermediate Corporation II Additional Registrants Listed on Schedule A Here |
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| April 15, 2014 |
MOFFATT, THOMAS, BARRETT, ROCK & FIELDS, CHARTERED EX-5.(iii) Exhibit 5.3 Boise Idaho Falls Pocatello Richard C. Fields Michael O. Roe Mindy M. Willman Mailing Address PO Box 829 Boise ID 83701-0829 John S. Simko David S. Jensen Jetta Hatch Mathews John C. Ward James L. Martin Andrea J. Rosholt David B. Lincoln C. Clayton Gill Maria O. Hart Gary T. Dance Michael W. McGreaham Kirk J. Houston Physical Address US Bank Plaza 101 S Capitol Blvd 10th Fl |
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| April 15, 2014 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-23.(ii) Exhibit 23(ii) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Amendment No. 1 to Registration Statement on Form S-4 of Hawk Acquisition Intermediate Corporation II of our report dated March 7, 2014 relating to the financial statements and financial statement schedule of H.J. Heinz Company (Predecessor), which appears in such Registration St |
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| April 15, 2014 |
WORLD HEADQUARTERS P.O. Box 57 Law Department Pittsburgh, Pennsylvania 15230-0057 April 14, 2014 EX-5.(ii) Exhibit 5.2 WORLD HEADQUARTERS P.O. Box 57 Law Department Pittsburgh, Pennsylvania 15230-0057 April 14, 2014 H.J. Heinz Company 1 PPG Place Suite 3100 Pittsburgh, Pennsylvania 15222 Re: Registration Statement on Form S-4 Ladies and Gentlemen: I am issuing this opinion letter in my capacity as General Counsel to H.J. Heinz Company, a Pennsylvania corporation (the “Issuer”), in connection |
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| April 14, 2014 |
SEC Response Letter 601 Lexington Avenue New York, New York 10022 Joshua Korff, P. |
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| April 14, 2014 |
CORRESP CONFIDENTIAL FOR COMMISSION USE ONLY H.J. HEINZ COMPANY HAWK ACQUISITION INTERMEDIATE CORPORATION II 1 PPG Place, Suite 3100 Pittsburgh, Pennsylvania 15222 (412) 456-5700 April 14, 2014 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: H. Roger Schwall Re: H.J. Heinz Company Hawk Acquisition Intermediate Corpor |
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| March 10, 2014 |
EX-5.(i) Exhibit 5(i) 601 Lexington Avenue New York, New York 10022 (212) 446-4800 Facsimile: (212) 446-4900 www.kirkland.com March 7, 2014 H.J. Heinz Company 1 PPG Place Suite 3100 Pittsburgh, Pennsylvania 15222 Re: Registration Statement on Form S-4 Ladies and Gentlemen: We are issuing this opinion letter in our capacity as legal counsel to H.J. Heinz Company, a Delaware corporation (the “Issuer |
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| March 10, 2014 |
PROMARK BRANDS, INC. ARTICLE I EX-3.(xxxv) Exhibit 3(xxxv) PROMARK BRANDS, INC. BY-LAWS ARTICLE I OFFICES Section 1. Registered Office. The registered office shall be in the City of Boise, County of Ada, State of Idaho. Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Idaho as the board of directors may from time to time determine or the business of the co |
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| March 10, 2014 |
EX-3.(xxi) Exhibit 3(xxi) THIRD AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HEINZ MANAGEMENT L.L.C. This Third Amendment to First Amended and Restated Limited Liability Company Agreement (this “Amendment”) of Heinz Management L.L.C. (the “Company”), is made and entered into to be effective as of December 29, 2013 (the “Effective Date”), by H. J. Heinz Company, a |
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| March 10, 2014 |
Jeffrey W. Bullock, Secretary of State EX-3.(xiii) Exhibit 3(xiii) PAGE 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HEINZ INVESTMENT COMPANY” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE TWENTIETH DAY OF SEPTEMBER, A.D. 2001, AT 11 O’CLOCK A.M. CE |
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| March 10, 2014 |
THIRD AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HEINZ CREDIT LLC EX-3.(x) Exhibit 3(x) THIRD AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HEINZ CREDIT LLC This Third Amendment to First Amended and Restated Limited Liability Company Agreement (this “Amendment”) of Heinz Credit LLC (the “Company” or “Heinz Credit”), is made and entered into to be effective as of December 29, 2013, (the “Effective Date”), by Heinz Transatlantic Ho |
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| March 10, 2014 |
EX-3.(iii) Exhibit 3(iii) Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HAWK ACQUISITION INTERMEDIATE CORPORATION II” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE EIGHTH DAY OF FEB |
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| March 10, 2014 |
H.J. HEINZ FINANCE COMPANY ARTICLE I EX-3.(viii) Exhibit 3(viii) H.J. HEINZ FINANCE COMPANY BY-LAWS ARTICLE I OFFICES Section 1. Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine o |
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| March 10, 2014 |
EX-3.(xxvi) Exhibit 3(xxvi) I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HEINZ TRANSATLANTIC HOLDING LLC” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE TWELFTH DAY OF APRIL, A.D. 2004, AT 5:15 O’CLOCK P.M. CERTIF |
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| March 10, 2014 |
SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT HEINZ TRANSATLANTIC HOLDING LLC EX-3.(xxvii) Exhibit 3(xxvii) SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF HEINZ TRANSATLANTIC HOLDING LLC This Second Amendment to the Limited Liability Company Agreement (this “Amendment”) of HEINZ TRANSATLANTIC HOLDING LLC (the “Company”) is made and entered into to be effective for all purposes as of December 29, 2013, by Heinz Investment Company, a Delaware corporation (“HIC”). |
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| March 10, 2014 |
EX-25.(i) Exhibit 25(i) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A |
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| March 10, 2014 |
State of Delaware Kent County, ss. EX-3.(xxiii) Exhibit 3(xxiii) State of Delaware Kent County, ss. I, MICHAEL T. SCUSE, Recorder of Deeds for Kent County, Delaware, do hereby certify that CERTIFICATE OF AMENDMENT OF FRITECO, INC. was received for record in this office on September 29, 1987 and the same appears of record in the Recorder’s Office for said County in Corporation Record N Volume 108 Page 138 Etc. Witness my hand and Of |
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| March 10, 2014 |
State of California Secretary of State Certificate of Filing EX-3.(xxxii) Exhibit 3(xxxii) State of California Secretary of State Certificate of Filing I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify: That on the 14th day of August 1980, NANCY’S SPECIALTY FOODS became incorporated under the laws of this State by filing its Articles of Incorporation in this office. That all documents amendatory and/or supplementary thereto (incl |
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| March 10, 2014 |
EX-3.(V) 4 d678101dex3v.htm EX-3.(V) Exhibit 3(v) Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “H. J. HEINZ COMPANY, L.P. “ AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF LIMITED PARTNERSHIP, FILED THE SIXTH |
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| March 10, 2014 |
CERTIFICATE OF OWNERSHIP AND MERGER Under Section 253 of the Delaware General Corporation Law EX-3.(xxii) Exhibit 3(xxii) Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HEINZ PURCHASING COMPANY” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE FIFTEENTH DAY OF AUGUST, A.D. 1985, |
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| March 10, 2014 |
EX-3.(xxix) Exhibit 3(xxix) THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HJH OVERSEAS L.L.C. This Third Amendment to the Second Amended and Restated Limited Liability Company Agreement (this “Amendment”) of HJH Overseas L.L.C. (the “Company”), is made and entered into to be effective as of December 29, 2013 (the “Effective Date”), by H. J. Heinz Company, a |
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| March 10, 2014 |
THIRD AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HEINZ GP LLC EX-3.(xii) Exhibit 3(xii) THIRD AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HEINZ GP LLC This Third Amendment to First Amended and Restated Limited Liability Company Agreement (this “Amendment”) of Heinz GP LLC (the “Company”), is made and entered into to be effective as of December 29, 2013 (the “Effective Date”), by H. J. Heinz Company, a Pennsylvania corporati |
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| March 10, 2014 |
Jeffrey W. Bullock, Secretary of State EX-3.(xi) Exhibit 3(xi) PAGE 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HEINZ GP LLC” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF FORMATION, FILED THE TWENTY-THIRD DAY OF APRIL, A. D. 2009, AT 4:38 O’CLOCK P.M. AND I DO HEREBY FURT |
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| March 10, 2014 |
Heinz Investment Company 2541 Stokesberry Place, Suite 100 Meridian, Idaho, 83646 USA ARTICLE I EX-3.(xix) Exhibit 3(xix) Heinz Investment Company 2541 Stokesberry Place, Suite 100 Meridian, Idaho, 83646 USA BY-LAWS ARTICLE I OFFICES Section 1. Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as |
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| March 10, 2014 |
CERTIFICATE OF INCORPORATION CARDIO HOLDING COMPANY EX-3.(xx) Exhibit 3(xx) PAGE 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HEINZ MANAGEMENT L.L.C.” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE SIXTH DAY OF DECEMBER, A.D. 1985, AT 10 O’CLOCK A.M. CERTIFICATE |
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| March 10, 2014 |
EX-3.(xxviii) Exhibit 3(xxviii) I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HJH OVERSEAS L.L.C.” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF FORMATION, FILED THE SIXTEENTH DAY OF AUGUST, A.D. 2002, AT 4:30 O’CLOCK P.M. CERTIFICATE OF |
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| March 10, 2014 |
EX-3.(iv) Exhibit 3(iv) AMENDED AND RESTATED BYLAWS OF HAWK ACQUISITION INTERMEDIATE CORPORATION II A Delaware Corporation Effective as of June 7, 2013 ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the corporation’s reg |
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| March 10, 2014 |
EX-3.(xxiv) Exhibit 3(xxiv) Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HEINZ THAILAND LIMITED” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE ELEVENTH DAY OF FEBRUARY, A.D. 1999, |
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| March 10, 2014 |
Heinz Thailand Limited One PPG Place, Suite 3100 Pittsburgh, PA 15222 ARTICLE I EX-3.(xxv) Exhibit 3(xxv) Heinz Thailand Limited One PPG Place, Suite 3100 Pittsburgh, PA 15222 BY-LAWS ARTICLE I OFFICES Section 1. Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the board of di |
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| March 10, 2014 |
EX-3.(xxxi) Exhibit 3(xxxi) LEA AND PERRINS, INC. (formerly IMPERIAL FOODS AMERICA INC.) BY-LAWS As adopted on 13th March, 1980 and Amended 14th March, 2012, April 15, 2013 and October 22, 2013 ARTICLE 1 STOCKHOLDERS Section 1 Annual Meeting An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may |
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| March 10, 2014 |
EX-3.(xxx) Exhibit 3(xxx) I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LEA AND PERRINS, INC.” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE SECOND DAY OF NOVEMBER, A.D. 1998, AT 4:30 O’CLOCK P.M. CERTIFICATE OF M |
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| March 10, 2014 |
CERTIFICATE OF INCORPORATION ORE-IDA FOODS JAPAN, INC. EX-3.(vii) Exhibit 3(vii) Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “H. J. HEINZ FINANCE COMPANY” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE TWELFTH DAY OF DECEMBER, A.D. 1983 |
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| March 10, 2014 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-23.(i) Exhibit 23(i) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form S-4 of Hawk Acquisition Intermediate Corporation II of our report dated March 7, 2014 relating to the financial statements and financial statement schedule of Hawk Acquisition Intermediate Corporation II (Successor), which appear in such Registration |
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| March 10, 2014 |
EX-3.(vi) Exhibit 3(vi) FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF H. J. HEINZ COMPANY, L.P. This First Amendment to Sixth Amended and Restated Limited Partnership Agreement (this “Amendment”) of H. J. Heinz Company, L.P. (the “Partnership”), is entered into to be effective as of April 28, 2014 (the “Effective Date”), by Heinz GP LLC., a Delaware limited liabili |
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| March 10, 2014 |
NANCY’S SPECIALTY FOODS ARTICLE I EX-3.(xxxiii) Exhibit 3(xxxiii) NANCY’S SPECIALTY FOODS BYLAWS ARTICLE I OFFICES Section 1. The registered office shall be 818 West 7th Street, Los Angeles, California 90017. Section 2. The corporation may also have offices at such other places both within and without the State of California as the board of directors may from time to time determine or the business of the corporation may require. A |
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| March 10, 2014 |
State of Idaho Office of the Secretary of State EX-3.(xxxiv) Exhibit 3(xxxiv) State of Idaho Office of the Secretary of State I, BEN YSURSA, Secretary of State of the State of Idaho, hereby certify that I am the custodian of the corporation records of this State. I FURTHER CERTIFY That the annexed is a full, true and complete duplicate of articles of incorporation of HEINZ FOREIGN INVESTMENT COMPANY, an Idaho corporation, received and filed in |
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| March 10, 2014 |
CERTIFICATE OF INCORPORATION H. J. HEINZ CREDIT COMPANY EX-3.(ix) Exhibit 3(ix) Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HEINZ CREDIT LLC” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE TWENTY-SEVENTH DAY OF APRIL, A.D. 1983, AT 10 O |
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| March 10, 2014 |
Form S-4 Table of Contents As filed with the Securities and Exchange Commission on March 7, 2014 No. |
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| March 7, 2014 |
EX-12 4 hnz10k12292013ex122.htm EXHIBIT Exhibit 12 H. J. HEINZ COMPANY AND SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES Successor Predecessor February 8 - December 29, 2013 April 29 - June 7, 2013 April 28, 2013 April 29, 2012 April 27, 2011 April 28, 2010 (29 Weeks) (6 Weeks) (52 Weeks) (52 1/2 Weeks) (52 Weeks) (52 Weeks) (In thousands) Fixed Charges: Interest expense* $ 417,9 |
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| March 7, 2014 |
Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bernardo Hees, Paulo Basilio, and Daniel Shaw, and each of them, such person's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign H. |
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| March 7, 2014 |
I, Bernardo Hees, certify that: Exhibit 31(a) I, Bernardo Hees, certify that: 1. I have reviewed this annual report on Form 10-K of H. J. Heinz Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period c |
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| March 7, 2014 |
H.J. HEINZ HOLDING CORPORATION 2013 OMNIBUS INCENTIVE PLAN EX-10.(A)(IV) 2 hnz10k12292013ex10aiv.htm EXHIBIT Exhibit 10(a)(iv) H.J. HEINZ HOLDING CORPORATION 2013 OMNIBUS INCENTIVE PLAN Section 1 Purpose. The purpose of the H.J. Heinz Holding Corporation 2013 Omnibus Incentive Plan is to enhance the incentive of those Persons who are expected to contribute significantly to the success of the Company and its Subsidiaries to perform at the highest level, an |
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| March 7, 2014 |
Exhibit 32(a) Certification by the Chief Executive Officer Relating to the Annual Report Containing Financial Statements I, Bernardo Hees, Chairman, President and Chief Executive Officer, of H. |
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| March 7, 2014 |
Exhibit 32(b) Certification by the Chief Executive Officer Relating to the Annual Report Containing Financial Statements I, Paulo Basilio, Executive Vice President and Chief Financial Officer, of H. |
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| March 7, 2014 |
I, Paulo Basilio, certify that: Exhibit 31(b) I, Paulo Basilio, certify that: 1. I have reviewed this annual report on Form 10-K of H. J. Heinz Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period c |
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| March 7, 2014 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or þ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from April 29, 2013 to December 29, 2013 Commission File Number 1-3385 H. J. HEINZ COMPANY (Exact name of registrant as speci |
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| March 7, 2014 |
H. J. Heinz Company and Subsidiaries SUBSIDIARIES OF THE REGISTRANT Exhibit 21 H. J. Heinz Company and Subsidiaries SUBSIDIARIES OF THE REGISTRANT Following are the subsidiaries of H. J. Heinz Company (the “Company”), other than those which if considered in the aggregate as a single subsidiary would not constitute a significant subsidiary, and the state or country in which each subsidiary was incorporated or organized. The accounts of each of the listed subsidiari |
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| March 7, 2014 |
EX-10.(A)(VII) 3 hnz10k12292013ex10avii.htm EXHIBIT Exhibit 10(a)(vii) H.J. HEINZ HOLDING CORPORATION 2013 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT Unless defined in this award agreement (together with all exhibits and appendices attached thereto, this “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the H.J. Heinz Holding Corporation 2 |
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| January 17, 2014 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 17, 2014 H. J. HEINZ COMPANY (Exact name of registrant as specified in its charter) Pennsylvania 1-3385 25-0542520 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identif |
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| December 11, 2013 |
18 U.S.C. SECTION 1350 CERTIFICATION Exhibit 32(a) 18 U.S.C. SECTION 1350 CERTIFICATION I, Bernardo Hees, Chief Executive Officer, of H. J. Heinz Company, a Pennsylvania corporation (the “Company”), hereby certify that, to my knowledge: 1. The Company’s periodic report on Form 10-Q for the period ended October 27, 2013 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1 |
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| December 11, 2013 |
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 October 27, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-3385 H. J. HEINZ COMPANY (Exact name of r |
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| December 11, 2013 |
Exhibit 31(a) I, Bernardo Hees, certify that: 1. I have reviewed this quarterly report on Form 10-Q for the quarter ended October 27, 2013 of H. J. Heinz Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, n |
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| December 11, 2013 |
AMENDED AND RESTATED BYLAWS H. J. HEINZ COMPANY Effective as of June 7, 2013 ARTICLE I: OFFICES Exhibit 3(ii) AMENDED AND RESTATED BYLAWS OF H. J. HEINZ COMPANY Effective as of June 7, 2013 ARTICLE I: OFFICES Section 1.1. The Corporation shall have and continuously maintain in the Commonwealth of Pennsylvania a registered office which may, but need not, be the same as its place of business. The principal place of business of the Corporation shall be at such place as the Board of Directors ma |
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| December 11, 2013 |
18 U.S.C. SECTION 1350 CERTIFICATION Exhibit 32(b) 18 U.S.C. SECTION 1350 CERTIFICATION I, Paulo Basilio, Chief Financial Officer of H. J. Heinz Company, a Pennsylvania corporation (the “Company”), hereby certify that, to my knowledge: 1. The Company’s periodic report on Form 10-Q for the period ended October 27, 2013 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 19 |
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| December 11, 2013 |
Exhibit 31(b) I, Paulo Basilio, certify that: 1. I have reviewed this quarterly report on Form 10-Q for the quarter ended October 27, 2013 of H. J. Heinz Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, n |
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| October 21, 2013 |
8-K 1 a50732147.htm H.J. HEINZ COMPANY 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 15, 2013 H.J. HEINZ COMPANY (Exact name of registrant as specified in its charter) Pennsylvania 1-3385 25-0542520 (State of Incorporation) (Commis |
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| September 11, 2013 |
18 U.S.C. SECTION 1350 CERTIFICATION Exhibit 32(b) 18 U.S.C. SECTION 1350 CERTIFICATION I, Paulo Basilio, Chief Financial Officer of H. J. Heinz Company, a Pennsylvania corporation (the “Company”), hereby certify that, to my knowledge: 1. The Company’s periodic report on Form 10-Q for the period ended July 28, 2013 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, |
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| September 11, 2013 |
18 U.S.C. SECTION 1350 CERTIFICATION Exhibit 32(a) 18 U.S.C. SECTION 1350 CERTIFICATION I, Bernardo Hees, Chief Executive Officer, of H. J. Heinz Company, a Pennsylvania corporation (the “Company”), hereby certify that, to my knowledge: 1. The Company’s periodic report on Form 10-Q for the period ended July 28, 2013 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
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| September 11, 2013 |
Exhibit 31(a) I, Bernardo Hees, certify that: 1. I have reviewed this quarterly report on Form 10-Q for the quarter ended July 28, 2013 of H. J. Heinz Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not |
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| September 11, 2013 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 July 28, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-3385 H. J. HEINZ COMPANY (Exact name of regi |
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| September 11, 2013 |
Exhibit 31(b) I, Paulo Basilio, certify that: 1. I have reviewed this quarterly report on Form 10-Q for the quarter ended July 28, 2013 of H. J. Heinz Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not |
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| August 26, 2013 |
I, Paulo Basilio, certify that: Exhibit 31(b) I, Paulo Basilio, certify that: 1. I have reviewed this amendment no. 1 to the annual report on Form 10-K of H. J. Heinz Company; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading w |
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| August 26, 2013 |
Exhibit 32(a) Certification by the Chief Executive Officer Relating to the Annual Report Containing Financial Statements I, Bernardo Hees, Chairman, President and Chief Executive Officer, of H. |
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| August 26, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 28, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-3385 H. J. HEINZ COMPANY (Exact n |
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| August 26, 2013 |
I, Bernardo Hees, certify that: Exhibit 31(a) I, Bernardo Hees, certify that: 1. I have reviewed this amendment no. 1 to the annual report on Form 10-K of H. J. Heinz Company; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading w |
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| August 26, 2013 |
Exhibit 32(b) Certification by the Chief Executive Officer Relating to the Annual Report Containing Financial Statements I, Paulo Basilio, Executive Vice President and Chief Financial Officer, of H. |
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| August 12, 2013 |
Form 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-03385 H.J. Heinz Company (Exact name of registrant as speci |
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| July 18, 2013 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 24, 2013, pursuant to the provisions of Rule 12d2-2 (a). |
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| July 18, 2013 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES New York Stock Exchange LLC (the 'Exchange' or the 'NYSE') hereby notifies the Securities and Exchange Commission (the 'Commission') of its intention to remove the entire class of the Third Cumulative Preferred Stock $1.70 First Series (Convertible into Common Stock) (the 'Preferre |
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| July 9, 2013 |
Long-Term Performance Program Award Agreement (Fiscal Years 2014-2015) Exhibit 10(a)(lxiii) Long-Term Performance Program Award Agreement (Fiscal Years 2014-2015) [DATE] Dear [RECIPIENT NAME]: H. |
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| July 9, 2013 |
Exhibit 32(b) Certification by the Chief Executive Officer Relating to the Annual Report Containing Financial Statements I, Paulo Basilio, Executive Vice President and Chief Financial Officer, of H. |
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| July 9, 2013 |
FORM OF AMENDMENT TO LONG-TERM PERFORMANCE PROGRAM AWARD AGREEMENT (FISCAL YEARS 2012-2013) Exhibit 10(a)(lx) FORM OF AMENDMENT TO LONG-TERM PERFORMANCE PROGRAM AWARD AGREEMENT (FISCAL YEARS 2012-2013) This Amendment (?Amendment?) to Long-Term Performance Program Award Agreement (Fiscal Years 2012-2013) is made effective as of , 2013, by and between [EMPLOYEE NAME], an individual (?Employee?), and H. |
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| July 9, 2013 |
H. J. Heinz Company and Subsidiaries SUBSIDIARIES OF THE REGISTRANT Exhibit 21 H. J. Heinz Company and Subsidiaries SUBSIDIARIES OF THE REGISTRANT Following are the subsidiaries of H. J. Heinz Company (the ?Company?), other than those which if considered in the aggregate as a single subsidiary would not constitute a significant subsidiary, and the state or country in which each subsidiary was incorporated or organized. The accounts of each of the listed subsidiari |
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| July 9, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 28, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-3385 H. J. HEINZ COMPANY (Exact name of registrant |
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| July 9, 2013 |
I, Bernardo Hees, certify that: Exhibit 31(a) I, Bernardo Hees, certify that: 1. I have reviewed this annual report on Form 10-K of H. J. Heinz Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period c |
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| July 9, 2013 |
Long-Term Incentive Program Award and Agreement (Fiscal Year 2014) Exhibit 10(a)(lxii) Long-Term Incentive Program Award and Agreement (Fiscal Year 2014) [DATE] Dear : H. |
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| July 9, 2013 |
FORM OF AMENDMENT TO LONG-TERM PERFORMANCE PROGRAM AWARD AGREEMENT (FISCAL YEARS 2013-2014) EX-10.ALXI 4 hnz10k4282013ex10alxi.htm EXHIBIT 10ALXI Exhibit 10(a)(lxi) FORM OF AMENDMENT TO LONG-TERM PERFORMANCE PROGRAM AWARD AGREEMENT (FISCAL YEARS 2013-2014) This Amendment (“Amendment”) to Long-Term Performance Program Award Agreement (Fiscal Years 2013-2014) is made effective as of , 2013, by and between [EMPLOYEE NAME], an individual (“Employee”), and H. J. HEINZ COMPANY, a Pennsylvania |
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| July 9, 2013 |
AMENDMENT NUMBER 1 TO THE H. J. HEINZ COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Exhibit 10(a)(lxiv) AMENDMENT NUMBER 1 TO THE H. J. HEINZ COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN WHEREAS, H. J. Heinz Company (the ?Company?) has established the H. J. Heinz Company Supplemental Executive Retirement Plan, as amended and restated effective November 12, 2008, (the ?Plan?) for certain executive employees of the Company; and WHEREAS, the Company has entered into an agreement t |
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| July 9, 2013 |
I, Paulo Basilio, certify that: Exhibit 31(b) I, Paulo Basilio, certify that: 1. I have reviewed this annual report on Form 10-K of H. J. Heinz Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period c |
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| July 9, 2013 |
Exhibit 32(a) Certification by the Chief Executive Officer Relating to the Annual Report Containing Financial Statements I, Bernardo Hees, Chairman, President and Chief Executive Officer, of H. |
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| July 9, 2013 |
Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bernardo Hees, Paulo Basilio, and Daniel Shaw, and each of them, such person's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign H. |
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| July 9, 2013 |
Exhibit 12 H. J. HEINZ COMPANY AND SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES Fiscal Years Ended April 28, 2013 April 29, 2012 April 27, 2011 April 28, 2010 April 29, 2009 (52 Weeks) (52 1/2 Weeks) (52 Weeks) (52 Weeks) (52 Weeks) (In thousands) Fixed Charges: Interest expense* $ 286,742 $ 296,785 $ 276,744 $ 306,708 $ 344,629 Capitalized interest 1,365 480 1,897 2,716 ? Inter |
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| July 9, 2013 |
Exhibit 10(a)(xii) Named Executive Officer Salaries Name Amount (Effective May 1, 2013)(1) William R. |
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| June 25, 2013 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012 o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR TH |
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| June 25, 2013 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012 o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR TH |
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| June 24, 2013 |
S-8 POS As filed with the Securities and Exchange Commission on June 24, 2013 Registration No. |
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| June 24, 2013 |
15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-3385 H.J. Heinz Company (Exact name of registrant as specified i |
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| June 24, 2013 |
POSASR As filed with the Securities and Exchange Commission on June 24, 2013 Registration No. |
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| June 13, 2013 |
Form 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 7, 2013 (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-3385 25-0542520 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer |
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| June 13, 2013 |
EX-10.4 Exhibit 10.4 HAWK ACQUISITION SUB, INC. (to be merged with and into H. J. HEINZ COMPANY) $3,100,000,000 4.25% Second Lien Senior Secured Notes due 2020 Purchase Agreement March 22, 2013 Wells Fargo Securities, LLC J.P. Morgan Securities LLC as Representatives of the several Initial Purchasers listed in Schedule 1 hereto c/o Wells Fargo Securities, LLC 550 South Tyron Street Charlotte, NC 2 |
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| June 13, 2013 |
EX-4.2 Exhibit 4.2 Supplemental Indenture SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of June 7, 2013, by and among H.J. Heinz Company, a Pennsylvania Corporation (“Heinz”) the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary”) and Wells Fargo Bank, National Association, as Trustee and Collateral Agent under the Indenture referred to below. W |
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| June 13, 2013 |
EX-10.6 Exhibit 10.6 SECOND LIEN SECURITY AGREEMENT dated as of June 7, 2013 among HAWK ACQUISITION INTERMEDIATE CORPORATION II, and CERTAIN OF ITS SUBSIDIARIES, collectively, as the Initial Grantors, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent, and THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Fiscal Agent TABLE OF CONTENTS PAGE ARTICLE I Definitions SECTION 1.01 Indenture 1 SECT |
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| June 13, 2013 |
ARTICLES OF AMENDMENT H. J. HEINZ COMPANY EX-3.1 Exhibit 3.1 ARTICLES OF AMENDMENT OF H. J. HEINZ COMPANY In compliance with the requirements of 15 Pa. C.S. § 1911 et. seq. (relating to amendment of articles of incorporation), the undersigned business corporation, H. J. HEINZ COMPANY, desiring to amend and restate its Articles of Incorporation, hereby certifies that: 1. The name of the corporation is H. J. HEINZ COMPANY (the “Corporation” |
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| June 13, 2013 |
Berkshire Hathaway and 3G Capital Complete Acquisition of H.J. Heinz Company EX-99.1 Exhibit 99.1 Berkshire Hathaway and 3G Capital Complete Acquisition of H.J. Heinz Company PITTSBURGH—H.J. Heinz Company (“Heinz”) today announced the completion of its previously announced acquisition by an investment consortium comprised of Berkshire Hathaway and an investment fund affiliated with 3G Capital. The acquisition agreement was first announced on February 14 and the transaction |
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| June 13, 2013 |
EX-4.1 Exhibit 4.1 HAWK ACQUISITION SUB, INC., as Issuer to be merged with and into H.J. HEINZ COMPANY, the GUARANTORS party hereto AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent $3,100,000,000 4.25% Second Lien Senior Secured Notes due 2020 INDENTURE Dated as of April 1, 2013 Table of Contents Page EXHIBIT H FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANS |
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| June 13, 2013 |
EX-10.1 Exhibit 10.1 CREDIT AGREEMENT Dated as of June 7, 2013 among H. J. HEINZ COMPANY, as the Borrower, HAWK ACQUISITION SUB, INC., as the Initial Borrower, HAWK ACQUISITION INTERMEDIATE CORPORATION II, as Holdings, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, BARCLAYS BANK PLC, C |
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| June 13, 2013 |
AMENDED AND RESTATED BYLAWS H. J. HEINZ COMPANY Effective as of June 7, 2013 ARTICLE I: OFFICES EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF H. J. HEINZ COMPANY Effective as of June 7, 2013 ARTICLE I: OFFICES Section 1.1. The Corporation shall have and continuously maintain in the Commonwealth of Pennsylvania a registered office which may, but need not, be the same as its place of business. The principal place of business of the Corporation shall be at such place as the Board of Directo |
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| June 13, 2013 |
Joinder to Registration Rights Agreement EX-10.9 Exhibit 10.9 Joinder to Registration Rights Agreement June 7, 2013 Wells Fargo Securities, LLC J.P. Morgan Securities LLC as Representatives of the several Initial Purchasers listed in Schedule 1 hereto c/o Wells Fargo Securities, LLC 550 South Tyron Street Charlotte, NC 28202-4200 Ladies and Gentlemen: Reference is made to the Registration Rights Agreement (the “Registration Rights Agreem |
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| June 13, 2013 |
EX-10.3 Exhibit 10.3 GUARANTY dated as of June 7, 2013 among HAWK ACQUISITION INTERMEDIATE CORPORATION II, as Guarantor CERTAIN SUBSIDIARIES IDENTIFIED HEREIN, as Guarantors and JPMORGAN CHASE BANK, N.A., as Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Credit Agreement 2 SECTION 1.02. Other Defined Terms 2 ARTICLE II GUARANTY SECTION 2.01. Guaranty and Keepwell 3 SEC |
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| June 13, 2013 |
EX-10.8 Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of April 1, 2013 (the “Agreement”), is entered into by and among Hawk Acquisition Sub, Inc., a Pennsylvania corporation (the “Merger Sub”), Hawk Acquisition Intermediate Corporation II (“Holdings”), as a Guarantor and Wells Fargo Securities, LLC for itself and on behalf of J.P. Morgan Securities LLC, Ba |
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| June 13, 2013 |
EX-10.2 7 d555504dex102.htm EX-10.2 Exhibit 10.2 SECURITY AGREEMENT dated as of June 7, 2013 among HAWK ACQUISITION INTERMEDIATE CORPORATION II, and CERTAIN OF ITS SUBSIDIARIES collectively, as the Initial Grantors, and JPMORGAN CHASE BANK, N.A., as Collateral Agent TABLE OF CONTENTS PAGE ARTICLE I Definitions SECTION 1.01 Credit Agreement 1 SECTION 1.02 Other Defined Terms 1 ARTICLE II Pledge of |
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| June 13, 2013 |
EX-10.5 Exhibit 10.5 Joinder Agreement June 7, 2013 Wells Fargo Securities, LLC J.P. Morgan Securities LLC as Representatives of the several Initial Purchasers listed in Schedule 1 to the Purchase Agreement c/o Wells Fargo Securities, LLC 550 South Tyron Street Charlotte, NC 28202-4200 Ladies and Gentlemen: Reference is made to the Purchase Agreement (the “Purchase Agreement”) dated March 22, 2013 |
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| June 13, 2013 |
EX-10.7 Exhibit 10.7 SHORT FORM SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated June 7, 2013, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of WELLS FARGO BANK, NATIONAL A |
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| June 12, 2013 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 24, 2013, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2 |
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| June 3, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 3, 2013 H. J. Heinz Company (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-3385 25-0542520 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S |
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| June 3, 2013 |
Exhibit 99.1 H.J. Heinz Company Announces Receipt of All Regulatory Approvals Required for the Acquisition of Heinz by Berkshire Hathaway and 3G Capital Pittsburgh, PA, June 3, 2013 - H.J. Heinz Company (NYSE: HNZ) (“Heinz”) today announced that it has received all regulatory approvals required for the acquisition of Heinz by an investment consortium comprised of Berkshire Hathaway and an investme |
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| May 24, 2013 |
H.J. Heinz Company Announces Receipt of Chinese Regulatory Approval Exhibit 99.1 H.J. Heinz Company Announces Receipt of Chinese Regulatory Approval Required for the Acquisition of Heinz by Berkshire Hathaway and 3G Capital PITTSBURGH-(BUSINESS WIRE)- H.J. Heinz Company (NYSE: HNZ) (“Heinz”) today announced that it has received regulatory approval from the Chinese Ministry of Commerce for the acquisition of Heinz by an investment consortium comprised of Berkshire |
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| May 24, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 24, 2013 H. J. Heinz Company (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-3385 25-0542520 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S |
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| May 6, 2013 |
Regulation FD Disclosure - FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 6, 2013 H. J. Heinz Company (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-3385 25-0542520 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. |
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| May 3, 2013 |
8-K 1 dp380648k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 3, 2013 H. J. Heinz Company (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-3385 25-0542520 (State or Other Jurisdiction of Incorporation) (Co |
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| April 30, 2013 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 30, 2013 H. J. Heinz Company (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-3385 25-0542520 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R |
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| April 30, 2013 |
H.J. Heinz Company Shareholders Overwhelmingly Approve Acquisition by EX-99.1 2 dp37930ex9901.htm EXHIBIT 99.1 Exhibit 99.1 H.J. Heinz Company Shareholders Overwhelmingly Approve Acquisition by Berkshire Hathaway and 3G Capital Pittsburgh, PA - H.J. Heinz Company (NYSE: HNZ) (“Heinz”) shareholders voted today to approve and adopt the previously announced merger agreement providing for the acquisition of Heinz by an investment consortium comprised of Berkshire Hathaw |
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| April 19, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| April 11, 2013 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 11, 2013 H. J. Heinz Company (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-3385 25-0542520 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R |
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| April 11, 2013 |
Exhibit 99.1 Bernardo Hees to be Appointed Chief Executive Officer of H.J. Heinz Company Following Completion of the Acquisition by 3G Capital and Berkshire Hathaway Pittsburgh, PA, April 11 – 3G Capital and Berkshire Hathaway today announced that Bernardo Hees will become Chief Executive Officer of H.J. Heinz Company (NYSE: HNZ) upon completion of the previously announced acquisition of Heinz by |
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| April 11, 2013 |
Exhibit 99.1 Bernardo Hees to be Appointed Chief Executive Officer of H.J. Heinz Company Following Completion of the Acquisition by 3G Capital and Berkshire Hathaway Pittsburgh, PA, April 11 – 3G Capital and Berkshire Hathaway today announced that Bernardo Hees will become Chief Executive Officer of H.J. Heinz Company (NYSE: HNZ) upon completion of the previously announced acquisition of Heinz by |
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| April 11, 2013 |
Financial Statements and Exhibits, Other Events - FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 11, 2013 H. J. Heinz Company (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-3385 25-0542520 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R |
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| March 27, 2013 |
- SPECIAL NOTICE & PROXY STATEMENT Special Notice & Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 27, 2013 |
DEFA14A 1 dp372238k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 27, 2013 H. J. Heinz Company (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-3385 25-0542520 (State or Other Jurisdiction of Incorporati |
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| March 27, 2013 |
Exhibit 99.1 FOR RELEASE UPON RECEIPT March 27, 2013 H.J. Heinz Company Sets April 30 as Date of Special Shareholder Meeting to Vote on Acquisition by 3G Capital and Berkshire Hathaway and Announces Early Termination of Hart-Scott-Rodino Waiting Period Pittsburgh, PA - H.J. Heinz Company (NYSE: HNZ) (“Heinz”) today announced that it has set a date for a special meeting of its shareholders to consi |
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| March 27, 2013 |
Exhibit 99.1 FOR RELEASE UPON RECEIPT March 27, 2013 H.J. Heinz Company Sets April 30 as Date of Special Shareholder Meeting to Vote on Acquisition by 3G Capital and Berkshire Hathaway and Announces Early Termination of Hart-Scott-Rodino Waiting Period Pittsburgh, PA - H.J. Heinz Company (NYSE: HNZ) (“Heinz”) today announced that it has set a date for a special meeting of its shareholders to consi |
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| March 27, 2013 |
Financial Statements and Exhibits, Other Events - FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 27, 2013 H. J. Heinz Company (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-3385 25-0542520 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R |
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| March 22, 2013 |
FIRST SUPPLEMENTAL INDENTURE Dated as of March 21, 2013 Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE Dated as of March 21, 2013 THIS FIRST SUPPLEMENTAL INDENTURE to the Securities referred to below is dated as of March 21, 2013 and is made by and among H. J. HEINZ FINANCE COMPANY, a Delaware corporation (the “Company”), H. J. HEINZ COMPANY, a Pennsylvania corporation (the “Guarantor”), and THE BANK OF NEW YORK MELLON (as successor to J.P. MORGAN TRUST COMP |
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| March 22, 2013 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 21, 2013 H. J. Heinz Company (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-3385 25-0542520 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R |
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| March 22, 2013 |
Regulation FD Disclosure - FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 22, 2013 H. J. Heinz Company (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-3385 25-0542520 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R |
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| March 22, 2013 |
Exhibit 99.1 Heinz Announces Successful Completion of its Consent Solicitation with Respect to 7.125% Guaranteed Notes Due 2039 March 21, 2013 PITTSBURGH-(BUSINESS WIRE)- H. J. Heinz Company (NYSE: HNZ) (“Heinz”) announced today that its subsidiary H. J. Heinz Finance Company (“Heinz Finance”) has received the consents necessary to effect certain amendments (the “Amendments”) to the 7.125% Guarant |
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| March 21, 2013 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 15, 2013 H. J. Heinz Company (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-3385 25-0542520 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R |
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| March 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| March 13, 2013 |
Exhibit 99.1 RISK FACTORS Risks Related to Our Business Competitive product and pricing pressures in the food industry and the financial condition of customers and suppliers could adversely affect the Company’s ability to gain or maintain market share and/or profitability. The Company operates in the highly competitive food industry, competing with other companies that have varying abilities to wi |
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| March 13, 2013 |
Heinz Announces Proposed Offering of Senior Secured Notes by Hawk Acquisition Sub, Inc. EX-99.2 3 dp36939ex9902.htm EXHIBIT 99.2 Heinz Announces Proposed Offering of Senior Secured Notes by Hawk Acquisition Sub, Inc. PITTSBURGH – March 13, 2013 H. J. Heinz Company (NYSE: HNZ) (“Heinz”) announced that Hawk Acquisition Sub, Inc. (“Merger Sub”), an entity formed by Berkshire Hathaway Inc. and 3G Capital Partners Ltd. (the “Investors”) intends, subject to market conditions, to offer $2,1 |
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| March 13, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 8-K 1 dp369398k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 13, 2013 H. J. Heinz Company (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-3385 25-0542520 (State or Other Jurisdiction of Incorporation) |
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| March 12, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| March 6, 2013 |
Exhibit 99.1 “The Good Food Company” H. J. Heinz Announces Redemption of all 5,787 Outstanding Shares of Third Cumulative Preferred Stock, $1.70 First Series PITTSBURGH – March 6, 2013 – H. J. Heinz Company (NYSE: HNZ) (“Heinz”) today announced that it will be redeeming all 5,787 outstanding shares (as of February 27, 2013) of its Third Cumulative Preferred Stock, $1.70 First Series, in connection |
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| March 6, 2013 |
AMENDMENT TO AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This AMENDMENT dated as of March 4, 2013 (the “Amendment”) to the AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of February 13, 2013, is entered into by and among H.J. Heinz Company, a Pennsylvania corporation (the “Company”), Hawk Acquisition Holding Corporation, a Delaware corporation (“Parent”) and Hawk Acquisition Sub, Inc., a Pen |
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| March 6, 2013 |
Material Modification to Rights of Security Holders, Financial Statements and Exhibits - FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 6, 2013 H. J. Heinz Company (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-3385 25-0542520 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R. |
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| March 6, 2013 |
AMENDMENT TO AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This AMENDMENT dated as of March 4, 2013 (the “Amendment”) to the AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of February 13, 2013, is entered into by and among H.J. Heinz Company, a Pennsylvania corporation (the “Company”), Hawk Acquisition Holding Corporation, a Delaware corporation (“Parent”) and Hawk Acquisition Sub, Inc., a Pen |
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| March 6, 2013 |
DEFA14A 1 dp367788k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 4, 2013 H. J. Heinz Company (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-3385 25-0542520 (State or Other Jurisdiction of Incorporatio |
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| March 6, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 4, 2013 H. J. Heinz Company (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-3385 25-0542520 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R. |
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| March 4, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| March 4, 2013 |
- PRELIMINARY SPECIAL NOTICE & PROXY STATEMENT Preliminary Special Notice & Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 28, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| February 22, 2013 |
DEFA14A 1 dp36448defa14a.htm FORM DEFA/14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by |
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| February 21, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| February 21, 2013 |
Exhibit 99.1 Heinz Reports Third-Quarter EPS from Continuing Operations, Excluding Special Items, of $0.99 ($0.95 Reported) Fiscal 2013 Third-Quarter Results – Continuing Operations, Excluding Special Items for both 2013 and 2012: • Reported sales grew 2.0% to $2.93 billion. • Emerging Markets delivered 17.6% organic sales growth (+18.8% reported). • Global Ketchup posted 4.2% organic sales growth |
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| February 21, 2013 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 21, 2013 H. J. HEINZ COMPANY (Exact name of registrant as specified in its charter) Pennsylvania 1-3385 25-0542520 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identi |
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| February 21, 2013 |
Exhibit 31(b) I, Arthur B. Winkleblack, certify that: 1. I have reviewed this quarterly report on Form 10-Q for the quarter ended January 27, 2013 of H. J. Heinz Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were |
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| February 21, 2013 |
18 U.S.C. SECTION 1350 CERTIFICATION Exhibit 32(a) 18 U.S.C. SECTION 1350 CERTIFICATION I, William R. Johnson, Chairman, President and Chief Executive Officer, of H. J. Heinz Company, a Pennsylvania corporation (the “Company”), hereby certify that, to my knowledge: 1. The Company’s periodic report on Form 10-Q for the period ended January 27, 2013 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the |
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| February 21, 2013 |
Exhibit 31(a) I, William R. Johnson, certify that: 1. I have reviewed this quarterly report on Form 10-Q for the quarter ended January 27, 2013 of H. J. Heinz Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were ma |
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| February 21, 2013 |
18 U.S.C. SECTION 1350 CERTIFICATION Exhibit 32(b) 18 U.S.C. SECTION 1350 CERTIFICATION I, Arthur B. Winkleblack, Executive Vice President and Chief Financial Officer of H. J. Heinz Company, a Pennsylvania corporation (the “Company”), hereby certify that, to my knowledge: 1. The Company’s periodic report on Form 10-Q for the period ended January 27, 2013 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) |
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| February 21, 2013 |
Exhibit 12 H. J. HEINZ COMPANY AND SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES Nine Months Ended January 27, 2013 (In thousands) Fixed Charges: Interest expense* $ 73,414 Capitalized interest 204 Interest component of rental expense 32,069 Total fixed charges $ 105,687 Earnings: Income from continuing operations before income taxes $ 388,815 Add: Interest expense* 73,414 Add: I |
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| February 21, 2013 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 10-Q 1 hnz10q12713.htm 10-Q 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 January 27, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-3385 H. J. HE |
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| February 20, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| February 19, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| February 15, 2013 |
AGREEMENT AND PLAN OF MERGER by and among H. J. HEINZ COMPANY, HAWK ACQUISITION HOLDING CORPORATION and HAWK ACQUISITION SUB, INC. Dated as of February 13, 2013 TABLE OF CONTENTS Page ARTICLE 1 The Merger; Closing; Effective Time Section 1.01. The Merger 2 Section 1.02. Closing 2 Section 1.03. Effective Time 2 Section 1.04. Subsequent Actions 2 ARTICLE 2 Articles of Incorporation and Bylaws of the |
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| February 15, 2013 |
AGREEMENT AND PLAN OF MERGER by and among H. J. HEINZ COMPANY, HAWK ACQUISITION HOLDING CORPORATION and HAWK ACQUISITION SUB, INC. Dated as of February 13, 2013 TABLE OF CONTENTS Page ARTICLE 1 The Merger; Closing; Effective Time Section 1.01. The Merger 2 Section 1.02. Closing 2 Section 1.03. Effective Time 2 Section 1.04. Subsequent Actions 2 ARTICLE 2 Articles of Incorporation and Bylaws of the |
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| February 15, 2013 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 13, 2013 H. J. Heinz Company (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-3385 25-0542520 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| February 15, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 13, 2013 H. J. Heinz Company (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-3385 25-0542520 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| February 14, 2013 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 14, 2013 H. J. Heinz Company (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-3385 25-0542520 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| February 14, 2013 |
H.J. Heinz Company Enters Into Agreement to Be Acquired by Berkshire Hathaway and 3G Capital Exhibit 99.1 “The Good Food Company” H.J. Heinz Company Enters Into Agreement to Be Acquired by Berkshire Hathaway and 3G Capital · Heinz shareholders to receive $72.50 per share in cash · Transaction valued at $28 billion, largest ever in food industry · Following the transaction, Heinz will remain headquartered in Pittsburgh as a private company PITTSBURGH, OMAHA and NEW YORK – February 14, 2013 |
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| February 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
