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EX-3.2 - EX-3.2 - HEINZ H J COd315083dex32.htm

 

 

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 14, 2012

 

 

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

Identification No.)

 

One PPG Place, Pittsburgh,

Pennsylvania

  15222
(Address of principal executive offices)   (Zip Code)

412-456-5700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 14, 2012, the Board of Directors of the Company amended Article I, Section 3 of the Company By-Laws to change the fiscal year end from the Wednesday nearest to April 30 of each year to the Sunday nearest to April 30 of each year in order to simplify business processes and streamline the closing of the financial records on a monthly basis. This change is effective commencing with the end of the Company’s Fiscal Year 2012. The foregoing description is qualified in its entirety by the text of the amended By-Laws, which are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

 

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

 

Exhibit Number
(Referenced to

Item 601 of
Regulation S-K)

        

Description of Exhibit

     
3.2       H.J. Heinz Company By-Laws   


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

H.J. HEINZ COMPANY
By   /s/ Theodore N. Bobby
  Theodore N. Bobby
  Executive Vice President and
  General Counsel

Dated: March 16, 2012


EXHIBIT INDEX

 

Exhibit No.

        

Description

     
3.2       H. J. Heinz Company By-Laws