On July 22, 2009, H. J. Heinz Finance Company ("Heinz Finance") priced, and expects to issue on July 29, 2009, $250 million aggregate principal amount of 7.125% Guaranteed Notes due 2039 ("7.125% Guaranteed Notes") fully, unconditionally and irrevocably guaranteed by H. J. Heinz Company (the "Company").

Shortly after the pricing of the 7.125% Guaranteed Notes, the Company commenced an exchange offer under which it is offering additional 7.125% Guaranteed Notes and cash for any and all outstanding 15.590% Dealer Remarketable Securities ("Drs.") issued by the Company and Heinz Finance, as co-obligor, due December 1, 2020. The exchange offer will expire at 11:59 p.m., New York City time, on August 18, 2009, unless otherwise extended or terminated.

The 7.125% Guaranteed Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws.

(d) Exhibits.

Exhibit No.    Description
Exhibit 99.1   Press release of the Company dated July 22, 2009
Exhibit 99.2   Press release of the Company dated July 22, 2009