Item 8.01. Other Events.

On August 4, 2009, H. J. Heinz Company (the "Company") announced the results, upon expiration of the early participation period, of its offer to exchange 7.125% Guaranteed Notes due 2039 ("7.125% Guaranteed Notes") of its subsidiary H. J. Heinz Finance Company ("Heinz Finance"), fully, unconditionally and irrevocably guaranteed by the Company, and cash, for any and all outstanding 15.590% Dealer Remarketable SecuritiesSM ("Drs.") issued by the Company and Heinz Finance, as co-obligors, due December 1, 2020.

A total of $681,000,000 aggregate principal amount of Drs. have been validly submitted and accepted for exchange at or prior to the early exchange date, corresponding to 85% of the total outstanding amount of the Drs.

The 7.125% Guaranteed Notes and the guarantees thereon have not been, and will not be, 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
Exhibit 99.1 Press release of the Company dated August 4, 2009

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