SC 13D 1 sc13d.txt H. J. HEINZ COMPANY SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. __)* H. J. Heinz Company (Name of Issuer) Common Stock, par value $.25 per share (Title of Class of Securities) 423074103 (CUSIP Number) Marc Weingarten, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 17, 2006 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-(1)(f) or 13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 35 Pages) ------------------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 423074103 SCHEDULE 13D Page 2 of 35 Pages 1 NAME OF REPORTING PERSON Trian Fund Management, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3454182 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER NUMBER OF SHARES 18,245,000 BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 18,245,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,245,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% 14 TYPE OF REPORTING PERSON PN CUSIP No. 423074103 SCHEDULE 13D Page 3 of 35 Pages 1 NAME OF REPORTING PERSON Trian Fund Management GP, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3454087 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 18,245,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 10 SHARED DISPOSITIVE POWER 18,245,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,245,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% 14 TYPE OF REPORTING PERSON OO CUSIP No. 423074103 SCHEDULE 13D Page 4 of 35 Pages 1 NAME OF REPORTING PERSON Trian Partners GP, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3453775 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 11,883,417 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 10 SHARED DISPOSITIVE POWER 11,883,417 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,883,417 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5 % 14 TYPE OF REPORTING PERSON PN CUSIP No. 423074103 SCHEDULE 13D Page 5 of 35 Pages 1 NAME OF REPORTING PERSON Trian Partners General Partner, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3453595 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 11,883,417 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 10 SHARED DISPOSITIVE POWER 11,883,417 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,883,417 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% 14 TYPE OF REPORTING PERSON OO CUSIP No. 423074103 SCHEDULE 13D Page 6 of 35 Pages 1 NAME OF REPORTING PERSON Trian Partners, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3453988 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,386,965 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 10 SHARED DISPOSITIVE POWER 1,386,965 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,386,965 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% 14 TYPE OF REPORTING PERSON PN CUSIP No. 423074103 SCHEDULE 13D Page 7 of 35 Pages 1 NAME OF REPORTING PERSON Trian Partners Master Fund, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0468601 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 4,975,517 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 10 SHARED DISPOSITIVE POWER 4,975,517 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,975,517 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% 14 TYPE OF REPORTING PERSON PN CUSIP No. 423074103 SCHEDULE 13D Page 8 of 35 Pages 1 NAME OF REPORTING PERSON Trian Partners Master Fund (Non-ERISA), L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0471467 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 387,805 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 10 SHARED DISPOSITIVE POWER 387,805 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 387,805 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% 14 TYPE OF REPORTING PERSON PN CUSIP No. 423074103 SCHEDULE 13D Page 9 of 35 Pages 1 NAME OF REPORTING PERSON Trian Partners Parallel Fund I, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3694154 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 318,576 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 10 SHARED DISPOSITIVE POWER 318,576 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 318,576 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% 14 TYPE OF REPORTING PERSON PN CUSIP No. 423074103 SCHEDULE 13D Page 10 of 35 Pages 1 NAME OF REPORTING PERSON Trian Partners Parallel Fund I General Partner, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3694293 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 318,576 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 10 SHARED DISPOSITIVE POWER 318,576 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 318,576 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% 14 TYPE OF REPORTING PERSON 00 CUSIP No. 423074103 SCHEDULE 13D Page 11 of 35 Pages 1 NAME OF REPORTING PERSON Trian Partners Parallel Fund II, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 87-0763105 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 72,158 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 10 SHARED DISPOSITIVE POWER 72,158 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,158 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON PN CUSIP No. 423074103 SCHEDULE 13D Page 12 of 35 Pages 1 NAME OF REPORTING PERSON Trian Partners Parallel Fund II GP, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 87-0763102 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 72,158 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 10 SHARED DISPOSITIVE POWER 72,158 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,158 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON PN CUSIP No. 423074103 SCHEDULE 13D Page 13 of 35 Pages 1 NAME OF REPORTING PERSON Trian Partners Parallel Fund II General Partner, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 87-0763099 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 72,158 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 10 SHARED DISPOSITIVE POWER 72,158 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,158 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON 00 CUSIP No. 423074103 SCHEDULE 13D Page 14 of 35 Pages 1 NAME OF REPORTING PERSON Trian SPV (SUB) I, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0485814 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 5,133,130 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 10 SHARED DISPOSITIVE POWER 5,133,130 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,133,130 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% 14 TYPE OF REPORTING PERSON PN CUSIP No. 423074103 SCHEDULE 13D Page 15 of 35 Pages 1 NAME OF REPORTING PERSON Nelson Peltz S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 18,245,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 10 SHARED DISPOSITIVE POWER 18,245,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,245,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% 14 TYPE OF REPORTING PERSON IN CUSIP No. 423074103 SCHEDULE 13D Page 16 of 35 Pages 1 NAME OF REPORTING PERSON Peter W. May S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 18,245,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 10 SHARED DISPOSITIVE POWER 18,245,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,245,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% 14 TYPE OF REPORTING PERSON IN CUSIP No. 423074103 SCHEDULE 13D Page 17 of 35 Pages 1 NAME OF REPORTING PERSON Edward P. Garden S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 18,245,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 10 SHARED DISPOSITIVE POWER 18,245,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,245,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% 14 TYPE OF REPORTING PERSON IN CUSIP No. 423074103 SCHEDULE 13D Page 18 of 35 Pages 1 NAME OF REPORTING PERSON Castlerigg Master Investments Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 5,381,400 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 10 SHARED DISPOSITIVE POWER 5,381,400 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,381,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% 14 TYPE OF REPORTING PERSON CO CUSIP No. 423074103 SCHEDULE 13D Page 19 of 35 Pages 1 NAME OF REPORTING PERSON Sandell Asset Management Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 5,381,400 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 10 SHARED DISPOSITIVE POWER 5,381,400 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,381,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% 14 TYPE OF REPORTING PERSON CO CUSIP No. 423074103 SCHEDULE 13D Page 20 of 35 Pages 1 NAME OF REPORTING PERSON Castlerigg International Limited S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 5,381,400 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 10 SHARED DISPOSITIVE POWER 5,381,400 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,381,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% 14 TYPE OF REPORTING PERSON CO CUSIP No. 423074103 SCHEDULE 13D Page 21 of 35 Pages 1 NAME OF REPORTING PERSON Castlerigg International Holdings Limited S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 5,381,400 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 10 SHARED DISPOSITIVE POWER 5,381,400 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,381,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% 14 TYPE OF REPORTING PERSON CO CUSIP No. 423074103 SCHEDULE 13D Page 22 of 35 Pages 1 NAME OF REPORTING PERSON Thomas E. Sandell S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Sweden 7 SOLE VOTING POWER 0 NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 5,381,400 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 10 SHARED DISPOSITIVE POWER 5,381,400 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,381,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% 14 TYPE OF REPORTING PERSON IN CUSIP No. 423074103 SCHEDULE 13D Page 23 of 35 Pages ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the common stock, par value $.25 per share (the "Shares"), of H. J. Heinz Company, a Pennsylvania corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 600 Grant Street, Pittsburgh, Pennsylvania 15219. ITEM 2. IDENTITY AND BACKGROUND The persons filing this statement are Trian Partners GP, L.P., a Delaware limited partnership ("Trian GP"), Trian Partners General Partner, LLC, a Delaware limited liability company ("Trian GP LLC"), Trian Partners, L.P., a Delaware limited partnership ("Trian Onshore"), Trian Partners Master Fund, L.P., a Cayman Islands exempted limited partnership ("Trian Offshore"), Trian Partners Master Fund (Non-ERISA), L.P., a Cayman Islands exempted limited partnership ("Trian Offshore (Non-ERISA)"), Trian Partners Parallel Fund I, L.P., a Delaware limited partnership ("Parallel Fund I"), Trian Partners Parallel Fund I General Partner, LLC, a Delaware limited liability company ("Parallel Fund I GP LLC"), Trian Partners Parallel Fund II, L.P., a Delaware limited partnership ("Parallel Fund II"), Trian Partners Parallel Fund II GP, L.P., a Delaware limited partnership ("Parallel Fund II GP"), Trian Partners Parallel Fund II General Partner, LLC, a Delaware limited liability company ("Parallel Fund II GP LLC"), Trian SPV (SUB) I, L.P., a Cayman Islands exempted limited partnership ("Trian SPV"), Trian Fund Management, L.P., a Delaware limited partnership ("Trian Management"), Trian Fund Management GP, LLC, a Delaware limited liability company ("Trian Management GP" and, together with the foregoing, the "Trian Entities"), Nelson Peltz, a citizen of the United States of America, Peter W. May, a citizen of the United States of America, Edward P. Garden, a citizen of the United States of America (the Trian Entities and Messrs. Peltz, May and Garden are sometimes hereinafter referred to collectively as the "Trian Filing Persons"), Castlerigg Master Investments Ltd., a British Virgin Islands company ("CMI"), Sandell Asset Management Corp., a Cayman Islands exempted company ("SAMC"), Castlerigg International Limited, a British Virgin Islands company ("CIL"), Castlerigg International Holdings Limited, a British Virgin Islands company ("CIHL"), and Thomas E. Sandell, a citizen of Sweden ("Sandell" and, collectively with CMI, SAMC, CIL and CIHL, the "Sandell Filing Persons" and, together with the Trian Filing Persons, the "Filing Persons"). The principal business address and the address of the principal office of each of the Trian Filing Persons is 280 Park Avenue, 41st Floor, New York, New York 10017, except that the principal business address of Trian Offshore, Trian Offshore (Non-ERISA) and Trian SPV is c/o Goldman Sachs (Cayman) Trust, Limited, P.O. Box 896GT, Harbour Centre, 2nd Floor, George Town, Grand Cayman, Cayman Islands, BWI. The principal business address and the address of the principal office of SAMC and Sandell is 40 West 57th Street, New York, New York 10019. The principal business address and the address of the principal office for each of CMI, CIL and CIHL is c/o Citco Fund Services (Curacao) N.V, Kaya Flamboyan 9, P.O. Box 812, Curacao, Netherlands Antilles. Trian GP LLC is the general partner of Trian GP, which is the general partner of Trian Onshore, Trian Offshore, Trian Offshore (Non-ERISA) and Trian SPV. Parallel Fund I GP LLC is the CUSIP No. 423074103 SCHEDULE 13D Page 24 of 35 Pages general partner of Parallel Fund I. Parallel Fund II GP LLC is the general partner of Parallel Fund II GP, which is the general partner of Parallel Fund II. Trian Management GP is the general partner of Trian Management, which serves as (i) the management company for Trian Onshore, Trian Offshore, Trian Offshore (Non-ERISA), Parallel Fund I, Parallel Fund II and Trian SPV and (ii) the investment manager for a separate account owned by TCMG-MA, LLC (the "Separate Account"), an indirect subsidiary of Triarc Companies, Inc. ("Triarc"). Trian Management has full discretion and authority to make all investment and voting decisions in respect of the Separate Account. Each of Trian GP LLC, Parallel Fund I GP LLC, Parallel Fund II GP LLC and Trian Management GP are owned and controlled by Nelson Peltz, Peter W. May and Edward P. Garden, who therefore are in a position to determine the investment and voting decisions made by the Trian Entities. Trian Onshore, Trian Offshore, Trian Offshore (Non-ERISA), Trian SPV, Parallel Fund I, Parallel Fund II, the Separate Account and CMI are collectively referred to herein as the "Holders." Each of Trian Onshore, Trian Offshore, Trian Offshore (Non-ERISA), Parallel Fund I, Parallel Fund II and Trian SPV is primarily engaged in the business of investing in securities. Trian GP is primarily engaged in the business of serving as the general partner of Trian Onshore, Trian Offshore, Trian Offshore (Non-ERISA) and Trian SPV. Trian GP LLC is primarily engaged in the business of serving as the general partner of Trian GP. Parallel Fund I GP LLC is primarily engaged in the business of serving as the general partner of Parallel Fund I. Parallel Fund II GP LLC is primarily engaged in the business of serving as the general partner of Parallel Fund II GP, which is primarily engaged in the business of serving as the general partner of Parallel Fund II. Trian Management is primarily engaged in the business of serving as a management company for certain of the Trian Entities and as investment manager for the Separate Account. Trian Management GP is primarily engaged in the business of serving as the general partner of Trian Management. Nelson Peltz's present principal occupation or employment is (i) serving as Chief Executive Officer and a founding partner of Trian Management and, as such, managing the investments of Trian Onshore, Trian Offshore, Trian Offshore (Non-ERISA), Parallel Fund I, Parallel Fund II, Trian SPV and the Separate Account and (ii) serving as Chairman and Chief Executive Officer and a director of Triarc. Peter W. May's present principal occupation or employment is (i) serving as President and a founding partner of Trian Management and, as such, managing the investments of Trian Onshore, Trian Offshore, Trian Offshore (Non-ERISA), Parallel Fund I, Parallel Fund II, Trian SPV and the Separate Account and (ii) serving as President and Chief Operating Officer and a director of Triarc. Edward P. Garden's present principal occupation or employment is (i) serving as Portfolio Manager and a founding partner of Trian Management and, as such, managing the investments of Trian Onshore, Trian Offshore, Trian Offshore (Non-ERISA), Parallel Fund I, Parallel Fund II, Trian SPV and the Separate Account and (ii) serving as Vice Chairman and a director of Triarc. CIL is a private investment fund that is primarily engaged in the business of investing in securities and other investment opportunities. CIL invests substantially all of its assets indirectly in CMI, a master trading vehicle. CIHL is the controlling shareholder of CMI and CIL is the controlling shareholder of CIHL. SAMC is primarily engaged in the business of serving as the discretionary investment manager of CIL and CMI. Sandell is the controlling shareholder of CUSIP No. 423074103 SCHEDULE 13D Page 25 of 35 Pages SAMC and therefore may be deemed to share in the voting and dispositive power with SAMC over the securities beneficially owned by CMI or CIL. The name, citizenship, present principal occupation or employment and business address of each director and executive officer of the Sandell Filing Persons are set forth in Schedule A attached hereto. None of the Filing Persons, nor any director, executive officer, general partner or controlling person of any of the Filing Persons, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. The Filing Persons have entered into a Joint Filing Agreement, dated as of April 24, 2006 (the "Joint Filing Agreement"), a copy of which is attached hereto as Exhibit 1. The Filing Persons have filed this statement jointly pursuant to the Joint Filing Agreement in view of the Sandell Agreement, as defined and described in Item 6 below. As a result, the Trian Filing Persons and the Sandell Filing Persons may be deemed to be a "group" for purposes of the Act and the regulations issued thereunder, and the group may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) all of the Shares beneficially owned by each of the Filing Persons. However, except as described in this statement, the Trian Filing Persons, on the one hand, and the Sandell Filing Persons, on the other, (i) have no agreements or understandings between them relating to the acquisition, disposition or voting of the Shares held by them and (ii) each expressly disclaims beneficial ownership for all purposes of the Shares held by the other. Each of the Filing Persons is responsible for the completeness and accuracy of the information concerning him or it contained herein, but is not responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of 4:00 p.m., New York City time, on April 21, 2006, the aggregate purchase price of the 12,863,600 Shares purchased by Trian Onshore, Trian Offshore, Trian Offshore (Non-ERISA), Parallel Fund I, Parallel Fund II, Trian SPV and the Separate Account, collectively, was $474,659,257.46 (including commissions). As set forth in Item 5, none of the other Trian Filing Persons directly own any Shares or options on Shares. The source of funding for the purchase of the Shares was, and the source of funding for the purchase of any additional Shares is currently expected to be, the respective general working capital of the purchasers. As of 4:00 p.m., New York City time, on April 21, 2006, the aggregate purchase price of the 5,381,400 Shares purchased by CMI was $198,338,756.49 (including commissions). As set forth in Item 5, none of the other Sandell Filing Persons directly own any Shares or options on Shares. The source of funding for the purchase of the Shares was, and the source of funding for the CUSIP No. 423074103 SCHEDULE 13D Page 26 of 35 Pages purchase of any additional Shares is currently expected to be, the general working capital of CMI. ITEM 4. PURPOSE OF TRANSACTION The Filing Persons acquired the Shares for investment purposes because they believe that the Shares were undervalued in the market place and represented an attractive investment opportunity. The Filing Persons believe that the Issuer has a valuable group of core brands but that the business strategy employed by management for the better part of a decade has not resulted in a significant increase in shareholder value. On March 2, 2006, Trian Offshore, on behalf of itself and the other Filing Persons, delivered a letter to the Issuer, in compliance with the advance notice requirement in the Issuer's bylaws and pursuant to the applicable provisions of the Pennsylvania Business Corporation Law, informing the Issuer of its intention to appear in person or by proxy at the Issuer's 2006 annual meeting of shareholders (the "Annual Meeting") to nominate five candidates for election to the Board of Directors of the Issuer (the "Board") and to move a proposal to repeal any amendments to the Issuer's bylaws adopted by the Board and not by the shareholders of the Issuer after June 12, 2002 (the "Proposal"). The nominees are: Nelson Peltz; Peter W. May; Edward P. Garden; Michael Weinstein, Chairman of Inov8 Beverage Company LLC, former CEO of the Snapple Beverage Group and former President, Global Innovation and Business Development for Cadbury Schweppes plc; and Greg Norman, Chairman and CEO of Great White Shark Enterprises, Inc. and a professional golfer (the "Nominees"). In addition, the letter provided that if, due to death or disability, any of the Nominees is unable to stand for election, then one or both of Peter H. Rothschild, Managing Member of Daroth Capital LLC and a director of Wendy's International, Inc. and Deerfield Triarc Capital Corp., and Thomas E. Sandell, Chief Executive Officer of Sandell Asset Management Corp., as applicable, would be nominated to the Board. On March 3, 2006, the Issuer issued a press release stating that the March 2 notice would be forwarded to the Issuer's Corporate Governance Committee for review. On March 13, 2006, a meeting was held between Trian Management's Chief Executive Officer, Nelson Peltz, and William R. Johnson, Chairman, President and Chief Executive Officer of the Issuer, and a representative of one of the Issuer's outside financial advisors. At that meeting, Mr. Peltz informed Mr. Johnson of the Filing Persons' status as significant shareholders and also expressed to Mr. Johnson certain operational improvements and changes in strategy that the Filing Persons would like to see implemented by the Issuer aimed at reversing a decade of poor shareholder returns. At a subsequent meeting held on March 29, 2006, Mr. Johnson, members of his senior management team and representatives of the Issuer's outside financial advisors met with Mr. Peltz, Peter May and Ed Garden, Trian Management's principals, and discussed the Issuer's main business segments. At this meeting, Messrs. Peltz, May and Garden also discussed a number of their ideas to enhance shareholder value and the Issuer's management discussed some of their plans. Messrs. Peltz, May and Garden also shared with management examples of past investments they (or companies controlled by them) made in which they had created significant value by working together with management teams to improve operations and grow free cash flow. Messrs. Peltz, May and Garden also requested that the Nominees be added to the Issuer's Board. Following the meeting on March 29, a representative of one of the Issuer's outside financial advisors advised Trian Management that the Issuer's management had reacted positively to the discussions and that the request for Board representation was being considered CUSIP No. 423074103 SCHEDULE 13D Page 27 of 35 Pages by the Issuer's Corporate Governance Committee. On April 6, 2006, a representative of one of the Issuer's outside financial advisors contacted Trian Management to inform it that the Corporate Governance Committee had rejected the Filing Persons' request for Board representation. As of the date hereof, the discussions between the parties have not resulted in any agreements or understandings. On April 6, 2006, Trian Offshore delivered a demand to the Issuer, pursuant to the Pennsylvania Business Corporation Law, to inspect the shareholder list and related records of the Issuer. The Filing Persons see opportunities to create value at the Issuer through sharper strategic focus, better operational execution and more efficient uses of capital. The Filing Persons currently intend to conduct a proxy solicitation to elect the Nominees to the Issuer's twelve-member Board and obtain approval of the Proposal at the Annual Meeting. If appointed or elected to the Issuer's Board, the Nominees intend to seek to work with other members of the Issuer's Board and management to take steps to dramatically improve operational performance at the Issuer and to enhance shareholder value. The Filing Persons expect to publicly release a report prepared by them that examines the Issuer's performance, proposes various strategies for the enhancement of shareholder value, and analyzes the potential financial impact of such strategies. The Filing Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, the Issuer's response to the actions suggested by the Filing Persons, price levels of the Shares, conditions in the securities market and general economic and industry conditions, the Filing Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, but not limited to, communicating with management, the Board, other shareholders of the Issuer, industry participants and other relevant or interested parties regarding the Issuer, purchasing additional Shares or selling some or all of the Shares, hedging their position in the Shares or otherwise trading in derivative securities having reference to the Issuer, and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. The Filing Persons do not have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of 4:00 pm, New York City time, on April 21, 2006, the Filing Persons beneficially owned, in the aggregate, 18,245,000 Shares, representing approximately 5.4% of the Issuer's outstanding Shares (based upon the 335,012,168 Shares stated by the Issuer to be outstanding as of January 31, 2006 in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended January 25, 2006). (b) Each of Trian Onshore, Trian Offshore, Trian Offshore (Non-ERISA), Trian SPV, Parallel Fund I and Parallel Fund II beneficially and directly owns and has sole voting power and sole dispositive power with regard to 1,386,965, 4,975,517, 387,805, 5,133,130, 318,576 and 72,158 Shares, respectively, except to the extent that other Filing Persons as described below may be deemed to have shared voting power and shared dispositive power with regard to such Shares. CUSIP No. 423074103 SCHEDULE 13D Page 28 of 35 Pages Beneficial ownership of 589,449 Shares that are directly held in the Separate Account is further described below. Each of Trian GP, Trian GP LLC, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Trian Onshore, Trian Offshore, Trian Offshore (Non-ERISA) and Trian SPV (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the Shares that Trian Onshore, Trian Offshore, Trian Offshore (Non-ERISA) and Trian SPV directly and beneficially own. Each of Trian GP, Trian GP LLC, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such Shares for all other purposes. Each of Parallel Fund I GP LLC, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Parallel Fund I (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the Shares that Parallel Fund I directly and beneficially owns. Each of Parallel Fund I GP LLC, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such Shares for all other purposes. Each of Parallel Fund II GP LLC, Parallel Fund II GP, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Parallel Fund II (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the Shares that Parallel Fund II directly and beneficially owns. Each of Parallel Fund II GP LLC, Parallel Fund II GP, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such Shares for all other purposes. Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to the Separate Account (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the Shares that are directly held in the Separate Account. Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such Shares for all other purposes. CMI beneficially and directly owns and has sole voting power and sole dispositive power with regard to 5,381,400 Shares except to the extent that other Filing Persons as described below may be deemed to have shared voting power and shared dispositive power with regard to such Shares. Each of CIL, CIHL, SAMC and Sandell, by virtue of their relationships to CMI (discussed in Item 2), and each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of the Sandell Agreement (discussed in Items 2 and 6), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the Shares that CMI directly and beneficially owns. Each of SAMC, Sandell, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such Shares for all other purposes. CUSIP No. 423074103 SCHEDULE 13D Page 29 of 35 Pages (c) Schedule B hereto sets forth all transactions with respect to the Shares effected during the past 60 days by any of the Filing Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on April 21, 2006. (d) Except for the Filing Persons, and Triarc with respect to the Separate Account, no person is known by the Filing Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Filing Persons. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER Trian Management and SAMC are parties to an agreement, dated February 7, 2006 (the "Sandell Agreement"), which is filed as Exhibit 2 hereto, pursuant to which they have agreed to coordinate their efforts with respect to the purchase and sale of interests in the Issuer and the proposal of certain actions and/or transactions to the Issuer. Among other things, the Sandell Agreement provides that Trian Management has final approval of all acquisitions, dispositions and exercises of securities of the Issuer (subject to discussion and consultation with SAMC), and provides that purchases and sales of such securities be allocated as follows: (i) purchases having an aggregate purchase price of up to $660 million shall be allocated 70% to Holders managed by or affiliated with Trian Management and 30% to CMI (such percentages, the "Pro Rata Percentages"), (ii) purchases in excess of $660 million and up to $860 million shall be allocated to CMI (which allocation currently has been waived pursuant to an informal understanding between the parties), and (iii) purchases in excess of $860 million shall be allocated in accordance with the Pro Rata Percentages. Notwithstanding the foregoing, the Pro Rata Percentages shall automatically be adjusted, from time to time, to reflect the actual ratio of securities owned by the parties. The Sandell Agreement also provides that Trian Management has final approval (subject to prior notice and consultation with SAMC) with respect to, among other things, (i) voting the Shares acquired by the Holders, (ii) whether to initiate any proxy contest involving the Issuer and all matters related thereto, including whether to change the parties' intentions with respect to the Issuer, and (iii) all communications with the Issuer and any public disclosures, public statements or other third party communications, including the making of any proposals regarding corporate transactions. Under the Sandell Agreement, SAMC has appointed Trian Management (or its designees) as its proxy during the term of the Sandell Agreement in respect of all securities of the Issuer owned or acquired by the Holder managed by or affiliated with SAMC. The parties have also agreed to coordinate certain of their regulatory filings and to share certain expenses incurred by either of them in connection with the furtherance of the activities engaged in by them pursuant to the Sandell Agreement. Under the Sandell Agreement, SAMC has agreed to pay 75% of such expenses, except that trading commissions, indemnity obligations and certain regulatory filing fees will be allocated according to the Pro Rata Percentages. The Sandell Agreement terminates at the conclusion of the Annual Meeting. The foregoing description of the Sandell Agreement is a summary only and is qualified in its entirety by reference to the Sandell Agreement, which is incorporated herein by reference. Trian GP is the Managing General Partner and Trian Partners Cayman, Ltd. is the Administrative General Partner of Trian SPV pursuant to the Amended and Restated Limited Partnership Agreement of Trian SPV (SUB) I, L.P., dated as of March 1, 2006 (the "Trian SPV Partnership CUSIP No. 423074103 SCHEDULE 13D Page 30 of 35 Pages Agreement"). The sole Limited Partner is Trian SPV I, L.P. Pursuant to the Trian SPV Partnership Agreement, Trian GP has voting and dispositive power over the Shares of the Issuer held by Trian SPV and is entitled, generally on an annual basis, to a portion of the appreciation in the value of the Shares. The foregoing description of the Trian SPV Partnership Agreement is a summary only and is qualified in its entirety by reference to the Trian SPV Partnership Agreement, which is filed as Exhibit 3 hereto and incorporated herein by reference. Except as described herein, none of the Filing Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Joint Filing Agreement of the Filing Persons. 2. Agreement dated February 7, 2006 by and among Sandell Asset Management Corp. and Trian Fund Management, L.P. 3. Amended and Restated Limited Partnership Agreement of Trian SPV (SUB) I, L.P., dated as of March 1, 2006. 4. Powers of Attorney. CUSIP No. 423074103 SCHEDULE 13D Page 31 of 35 Pages SIGNATURE After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: April 24, 2006 TRIAN PARTNERS GP, L.P. By: Trian Partners General Partner, LLC, its general partner By: /s/ Nelson Peltz ------------------------------------ Name: Nelson Peltz Title: Member TRIAN PARTNERS GENERAL PARTNER, LLC By: /s/ Nelson Peltz ------------------------------------ Name: Nelson Peltz Title: Member TRIAN PARTNERS, L.P. By: Trian Partners GP, L.P., its general partner By: Trian Partners General Partner, LLC, its general partner By: /s/ Nelson Peltz ----------------------------------- Name: Nelson Peltz Title: Member TRIAN PARTNERS MASTER FUND, L.P. By: Trian Partners GP, L.P., its general partner By: Trian Partners General Partner, LLC, its general partner By: /s/ Nelson Peltz ------------------------------------- Name: Nelson Peltz Title: Member [Signature Page of Schedule 13D - H. J. Heinz Company] CUSIP No. 423074103 SCHEDULE 13D Page 32 of 35 Pages TRIAN PARTNERS MASTER FUND (NON-ERISA), L.P. By: Trian Partners GP, L.P., its general partner By: Trian Partners General Partner, LLC, its general partner By: /s/ Nelson Peltz ------------------------------------- Name: Nelson Peltz Title: Member TRIAN SPV (SUB) I, L.P. By: Trian Partners GP, L.P., its general partner By: Trian Partners General Partner, LLC, its general partner By: /s/ Nelson Peltz ----------------------------------- Name: Nelson Peltz Title: Member TRIAN PARTNERS PARALLEL FUND I, L.P. By: Trian Partners Parallel Fund I General Partner, LLC, its general partner By: /s/ Nelson Peltz ----------------------------------- Name: Nelson Peltz Title: Member TRIAN PARTNERS PARALLEL FUND I GENERAL PARTNER, LLC By: /s/ Nelson Peltz ----------------------------------- Name: Nelson Peltz Title: Member [Signature Page of Schedule 13D - H. J. Heinz Company] CUSIP No. 423074103 SCHEDULE 13D Page 33 of 35 Pages TRIAN PARTNERS PARALLEL FUND II, L.P. By: Trian Partners Parallel Fund II GP, L.P., its general partner By: Trian Partners Parallel Fund II General Partner, LLC, its general partner By: /s/ Nelson Peltz ----------------------------------- Name: Nelson Peltz Title: Member TRIAN PARTNERS PARALLEL FUND II GP, L.P. By: Trian Partners Parallel Fund II General Partner, LLC, its general partner By: /s/ Nelson Peltz ----------------------------------- Name: Nelson Peltz Title: Member TRIAN PARTNERS PARALLEL FUND II GENERAL PARTNER, LLC By: /s/ Nelson Peltz ----------------------------------- Name: Nelson Peltz Title: Member [Signature Page of Schedule 13D - H. J. Heinz Company] CUSIP No. 423074103 SCHEDULE 13D Page 34 of 35 Pages TRIAN FUND MANAGEMENT, L.P. By: Trian Fund Management GP, LLC, its general partner By: /s/ Nelson Peltz ----------------------------------- Name: Nelson Peltz Title: Member TRIAN FUND MANAGEMENT GP, LLC By: /s/ Nelson Peltz ----------------------------------- Name: Nelson Peltz Title: Member /s/ Nelson Peltz ----------------------------------- NELSON PELTZ /s/ Peter W. May ----------------------------------- PETER W. MAY /s/ Edward P. Garden ----------------------------------- EDWARD P. GARDEN [Signature Page of Schedule 13D - H. J. Heinz Company] CUSIP No. 423074103 SCHEDULE 13D Page 35 of 35 Pages CASTLERIGG MASTER INVESTMENTS LTD. BY: SANDELL ASSET MANAGEMENT CORP., AS INVESTMENT MANAGER By: /s/ Thomas E. Sandell --------------------------------------- Name: Thomas E. Sandell Title: Chief Executive Officer SANDELL ASSET MANAGEMENT CORP. By: /s/ Thomas E. Sandell --------------------------------------- Name: Thomas E. Sandell Title: Chief Executive Officer CASTLERIGG INTERNATIONAL LIMITED BY: SANDELL ASSET MANAGEMENT CORP., AS INVESTMENT MANAGER By: /s/ Thomas E. Sandell --------------------------------------- Name: Thomas E. Sandell Title: Chief Executive Officer CASTLERIGG INTERNATIONAL HOLDINGS LIMITED BY: SANDELL ASSET MANAGEMENT CORP., AS INVESTMENT MANAGER By: /s/ Thomas E. Sandell --------------------------------------- Name: Thomas E. Sandell Title: Chief Executive Officer /s/ Thomas E. Sandell --------------------------------------------- THOMAS E. SANDELL [Signature Page of Schedule 13D - H. J. Heinz Company] SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS Set forth below are the names, position and principal occupation of each director and executive officer of each of CIL, CIHL, CMI and SAMC. Except as otherwise indicated, each such person is a citizen of the United States of America. The business address of each director and executive officer of CIL, CIHL, CMI and SAMC is c/o Sandell Asset Management Corp., 40 West 57th Street, New York, New York 10019. To the best of the Sandell Filing Persons' knowledge, except as set forth in this statement on Schedule 13D, none of the directors or executive officers of each of CIL, CIHL, CMI and SAMC owns any shares of the Issuer. CASTLERIGG INTERNATIONAL LIMITED -------------------------------------------------------------------------------- NAME AND CITIZENSHIP POSITION PRINCIPAL OCCUPATION -------------------------------------------------------------------------------- Thomas E. Sandell, Director Portfolio Manager of Sandell Asset Sweden Management Corp. -------------------------------------------------------------------------------- Daniel Mignon, Belgium Director Portfolio Manager -------------------------------------------------------------------------------- InterCaribbean Director N/A Services Ltd. -------------------------------------------------------------------------------- CASTLERIGG INTERNATIONAL HOLDINGS LIMITED ------------------------------------------------------------------------------- NAME AND CITIZENSHIP POSITION PRINCIPAL OCCUPATION ------------------------------------------------------------------------------- Thomas E. Sandell, Director Portfolio Manager of Sandell Asset Sweden Management Corp. ------------------------------------------------------------------------------- Daniel Mignon, Belgium Director Portfolio Manager ------------------------------------------------------------------------------- InterCaribbean Director N/A Services Ltd. ------------------------------------------------------------------------------- CASTLERIGG MASTER INVESTMENTS LTD. ------------------------------------------------------------------------------- NAME AND CITIZENSHIP POSITION PRINCIPAL OCCUPATION ------------------------------------------------------------------------------- Thomas E. Sandell, Director Portfolio Manager of Sandell Asset Sweden Management Corp. ------------------------------------------------------------------------------- Daniel Mignon, Belgium Director Portfolio Manager ------------------------------------------------------------------------------- InterCaribbean Director N/A Services Ltd. ------------------------------------------------------------------------------- -S-A-1- SANDELL ASSET MANAGEMENT CORP. ------------------------------------------------------------------------------- NAME AND CITIZENSHIP POSITION PRINCIPAL OCCUPATION ------------------------------------------------------------------------------- Thomas E. Sandell, Director, CEO, Portfolio Manager of Sandell Asset Sweden Portfolio Manager Management Corp. ------------------------------------------------------------------------------- Daniel Mignon, Belgium Director Portfolio Manager ------------------------------------------------------------------------------- Timothy O'Brien CFO CFO of Sandell Asset Management Corp. ------------------------------------------------------------------------------- -S-A-2- SCHEDULE B The following table sets forth all transactions with respect to the Shares effected during the past 60 days by any of the Filing Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on April 21, 2006. Except as otherwise noted, all such transactions were effected in the open market, and the table includes commissions paid in per share prices.

No. of Shares Price Per Transaction Name Date Share ($) Type ---------------------------- ------------ ------------- ------------- ------------------ Trian Onshore 02/28/06 422,720 37.5634 * Trian Onshore 03/01/06 4,381 37.8700 Purchase ** Trian Onshore 03/01/06 5,366 37.6892 Purchase *** Trian Onshore 03/02/06 97,830 37.6065 * Trian Onshore 03/16/06 4,113 37.9400 Sale ** Trian Onshore 03/16/06 5,964 37.7201 Sale *** Trian Onshore 03/31/06 92,645 38.1874 * Trian Onshore 04/01/06 634 37.9200 Purchase ** Trian Onshore 04/01/06 1,056 37.5349 Purchase *** Trian Onshore 04/06/06 104,057 38.3933 * Trian Onshore 04/12/06 9,305 38.1233 * Trian Onshore 04/13/06 6,747 37.6780 Purchase Trian Onshore 04/17/06 66,514 37.9858 Purchase Trian Onshore 04/18/06 20,243 38.0939 Purchase Trian Onshore 04/19/06 28,919 38.2351 Purchase Trian Onshore 04/19/06 - 37.4263 **** Trian Onshore 04/20/06 2,409 38.6170 Purchase Trian Offshore 02/28/06 1,529,332 37.5634 * Trian Offshore 03/01/06 240 37.8700 Purchase ** Trian Offshore 03/01/06 288 37.6892 Purchase *** Trian Offshore 03/02/06 350,429 37.6065 * Trian Offshore 03/16/06 14,682 37.9400 Sale ** Trian Offshore 03/16/06 21,277 37.7201 Sale *** Trian Offshore 03/31/06 331,874 38.1874 * Trian Offshore 04/01/06 4,511 37.9200 Purchase ** Trian Offshore 04/01/06 7,570 37.5349 Purchase *** Trian Offshore 04/06/06 373,297 38.3933 * Trian Offshore 04/12/06 33,384 38.1233 * Trian Offshore 04/13/06 24,211 37.6780 Purchase Trian Offshore 04/17/06 238,612 37.9858 Purchase Trian Offshore 04/18/06 72,624 38.0939 Purchase Trian Offshore 04/19/06 103,747 38.2351 Purchase Trian Offshore 04/19/06 - 37.4263 **** Trian Offshore 04/20/06 8,649 38.6170 Purchase

-S-B-1-

Trian Offshore (Non-ERISA) 02/28/06 122,492 37.5634 * Trian Offshore (Non-ERISA) 03/01/06 1,476 37.8700 Sale ** Trian Offshore (Non-ERISA) 03/01/06 1,806 37.6892 Sale *** Trian Offshore (Non-ERISA) 03/02/06 27,730 37.6065 * Trian Offshore (Non-ERISA) 03/16/06 1,177 37.9400 Sale** Trian Offshore (Non-ERISA) 03/16/06 1,705 37.7201 Sale *** Trian Offshore (Non-ERISA) 03/31/06 26,258 38.1874 * Trian Offshore (Non-ERISA) 04/01/06 1,468 37.9200 Sale ** Trian Offshore (Non-ERISA) 04/01/06 2,440 37.5349 Sale *** Trian Offshore (Non-ERISA) 04/06/06 29,093 38.3933 * Trian Offshore (Non-ERISA) 04/12/06 2,601 38.1233 * Trian Offshore (Non-ERISA) 04/13/06 1,886 37.6780 Purchase Trian Offshore (Non-ERISA) 04/17/06 18,598 37.9858 Purchase Trian Offshore (Non-ERISA) 04/18/06 5,660 38.0939 Purchase Trian Offshore (Non-ERISA) 04/19/06 8,086 38.2351 Purchase Trian Offshore (Non-ERISA) 04/19/06 - 37.4263 **** Trian Offshore (Non-ERISA) 04/20/06 673 38.6170 Purchase Parallel Fund I 02/28/06 100,519 37.5634 * Parallel Fund I 03/01/06 1,100 37.8700 Sale ** Parallel Fund I 03/01/06 1,346 37.6892 Sale *** Parallel Fund I 03/02/06 22,780 37.6065 * Parallel Fund I 03/16/06 960 37.9400 Sale ** Parallel Fund I 03/16/06 1,392 37.7201 Sale *** Parallel Fund I 03/31/06 21,572 38.1874 * Parallel Fund I 04/01/06 1,216 37.9200 Sale ** Parallel Fund I 04/01/06 2,019 37.5349 Sale *** Parallel Fund I 04/06/06 23,899 38.3933 * Parallel Fund I 04/12/06 2,137 38.1233 * Parallel Fund I 04/13/06 1,549 37.6780 Purchase Parallel Fund I 04/17/06 15,278 37.9858 Purchase Parallel Fund I 04/18/06 4,649 38.0939 Purchase Parallel Fund I 04/19/06 6,642 38.2351 Purchase Parallel Fund I 04/19/06 - 37.4263 **** Parallel Fund I 04/20/06 553 38.6170 Purchase Parallel Fund II 03/16/06 22,683 37.9400 Purchase ** Parallel Fund II 03/16/06 32,874 37.7201 Purchase *** Parallel Fund II 03/31/06 4,880 38.1874 * Parallel Fund II 04/01/06 223 37.9200 Sale ** Parallel Fund II 04/01/06 449 37.5349 Sale *** Parallel Fund II 04/06/06 5,420 38.3933 * Parallel Fund II 04/12/06 484 38.1233 *

-S-B-2-

Parallel Fund II 04/13/06 351 37.6780 Purchase Parallel Fund II 04/17/06 3,458 37.9858 Purchase Parallel Fund II 04/18/06 1,052 38.0939 Purchase Parallel Fund II 04/19/06 1,503 38.2351 Purchase Parallel Fund II 04/19/06 - 37.4263 **** Parallel Fund II 04/20/06 125 38.6170 Purchase Separate Account 02/28/06 185,955 37.5634 * Separate Account 03/01/06 2,045 37.8700 Sale ** Separate Account 03/01/06 2,502 37.6892 Sale *** Separate Account 03/02/06 42,141 37.6065 * Separate Account 03/16/06 1,751 37.9400 Sale ** Separate Account 03/16/06 2,536 37.7201 Sale *** Separate Account 03/31/06 39,912 38.1874 * Separate Account 04/01/06 2,238 37.9200 Sale ** Separate Account 04/01/06 3,718 37.5349 Sale *** Separate Account 04/06/06 44,222 38.3933 * Separate Account 04/12/06 3,954 38.1233 * Separate Account 04/13/06 2,867 37.6780 Purchase Separate Account 04/17/06 28,269 37.9858 Purchase Separate Account 04/18/06 8,603 38.0939 Purchase Separate Account 04/19/06 12,290 38.2351 Purchase Separate Account 04/19/06 - 37.4263 **** Separate Account 04/20/06 1,024 38.6170 Purchase Trian SPV 02/28/06 2,033,302 37.5634 * Trian SPV 03/02/06 465,830 37.6065 * Trian SPV 03/31/06 445,359 38.1874 * Trian SPV 04/06/06 499,482 38.3933 * Trian SPV 04/12/06 44,665 38.1233 * Trian SPV 04/13/06 32,389 37.6780 Purchase Trian SPV 04/17/06 319,271 37.9858 Purchase Trian SPV 04/18/06 97,169 38.0939 Purchase Trian SPV 04/19/06 138,813 38.2351 Purchase Trian SPV 04/19/06 - 37.4263 **** Trian SPV 04/20/06 11,567 38.6170 Purchase CMI 02/28/06 1,883,280 37.5634 * CMI 03/02/06 431,460 37.6065 * CMI 03/31/06 412,500 38.1874 * CMI 04/06/06 462,630 38.3933 * CMI 04/12/06 41,370 38.1233 * CMI 04/13/06 30,000 37.6668 Purchase CMI 04/17/06 293,900 37.9710 Purchase

-S-B-3-

CMI 04/18/06 90,000 38.0812 Purchase CMI 04/19/06 - 37.4263 ****

--------------------------- * On the various dates set forth above, the named Holders entered into a series of privately negotiated back-to-back call and put transactions (the "Options") with Morgan Stanley & Co. International Limited (the "Counterparty"), through which they acquired an economic interest in the indicated Shares. Simultaneously with the purchase of each call option, the named Holder also sold a put option to the Counterparty for the same number of Shares pursuant to which, if on June 1, 2006 the exercise price per Share of the call option were greater than the closing price of the Shares on June 1, 2006 (the "Closing Price"), the Counterparty would have been entitled to cause the named Holder to, at such Holder's election, either (i) pay the Counterparty an amount in cash equal to the product of (a) the excess of the exercise price per Share pursuant to such option (as set forth above under Price Per Share) (the "Exercise Price") over the Closing Price and (b) the number of Shares set forth above or (ii) acquire from the Counterparty the number of Shares set forth above at the Exercise Price. As described below, all of the Options were exercised prior to June 1, 2006. Consequently, under the terms of the Options, the named Holders received a cash rebate from the Counterparty for the period from the day after the date on which the Option was exercised up to and including June 1, 2006 calculated using an annual rate of the Federal Funds Rate plus 0.30%. ** Represent private transactions pursuant to which the named Holders bought from or sold to each other, as indicated above, the number of Shares set forth above at a price equal to the closing price of the Shares on the trading day immediately preceding the date of the transaction. These transactions were entered into solely for the purpose of rebalancing positions among the named Holders. *** Represent private transactions pursuant to which the named Holders bought from or sold to each other, as indicated above, a portion of their interests in the Options covering the number of shares set forth above. The purchase price was equal to the fair value of the purchased interests as of the close of business on the trading day immediately preceding the date of the transaction. These transactions were entered into solely for the purpose of rebalancing positions among the named Holders. **** On April 19, 2006, the named Holders exercised all of their Options, and thereby acquired outright ownership of the 12,314,800 Shares covered by the Options, for an aggregate exercise price of $460,897,399.24. -S-B-4-