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~~February 265, 2015

H. J. HEINZ CORPORATION II

(Exact name of registrant as specified in its charter)

333-194441

(Commission File Number)



Delaware		46-2246679
(State of Incorporation)		(I.R.S. Employer Identification No.)
One PPG Place		15222
Pittsburgh, Pennsylvania		(Zip Code)
(Address of principal executive offices)

412-456-5700

(Registrant’s telephone number)

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):

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

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

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

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

Item 81.01 Entry ~~Other~~into ~~Events~~a Material Definitive Agreement.

~~Attached~~Sale isof H.Second J.Lien ~~Heinz~~Senior ~~Company’s~~Secured ~~press~~Notes ~~release dated January 26, 2015 furnished herewith as Exhibit 99.4. This press release announces that it intends, subject to market conditions, to offer $2,000 million~~ in aggregate principal amount of ~~second-lien senior secured notes due 2025 (the “Notes”).~~ $2,000,000,000

AsOn aJanuary ~~result~~30, ~~of this proposed offering~~2015, H. J. Heinz ~~Corporation~~Company II (~~"Holdings"~~the “Company”) iscompleted ~~filing~~its ~~this~~previously ~~Current~~announced offering ~~Report~~of on$2,000,000,000 ~~Form~~aggregate ~~8−K~~principal inamount ~~order~~of to4.875% ~~recast~~Second ~~certain~~Lien ~~segment~~Senior ~~information~~Secured ~~for~~Notes ~~all~~due ~~periods~~2025 ~~presented in~~ (the ~~consolidated~~“Notes”). ~~financial~~The ~~statements~~Notes ~~and~~were ~~related~~sold ~~notes,~~to ~~and~~qualified ~~management's~~institutional ~~discussion~~buyers ~~and~~pursuant ~~analysis~~to ofRule ~~financial~~144A ~~condition~~under ~~and~~the ~~results~~Securities Act of ~~operations~~1933, as ofamended ~~and for~~ (the ~~transition~~Securities ~~period~~Act”) ~~ended~~and ~~December 29,~~to ~~2013,~~persons ~~which~~outside ~~appear in~~ the ~~Company's~~United ~~Registration~~States ~~Statement~~under onRegulation ~~Form~~ S-4 ~~filed~~of ~~with~~ the Securities ~~and~~Act. ~~Exchange~~The ~~Commission~~estimated ~~(the~~net ~~"SEC")~~proceeds onof ~~March~~the 7offering, ~~2014~~after ~~(the~~deducting ~~"Original~~initial ~~Filing"),~~purchasers’ ~~which~~discounts ~~became~~and ~~effective~~related ~~May 7,~~fees ~~2014~~and expenses, asis ~~further~~approximately ~~described~~$1,940 ~~below~~million. ~~Unless~~As ~~the~~previously ~~context~~disclosed, ~~otherwise~~we ~~requires,~~intend to use the ~~terms~~proceeds ~~"we,”~~from ~~“us,”~~this ~~"our"~~offering ~~and~~to ~~the~~repay ~~“Company”~~a ~~refer,~~portion ~~collectively,~~of tothe ~~Holdings,~~term H.loans J.outstanding ~~Heinz~~under ~~Company,~~our ~~and~~senior ~~its~~secured ~~subsidiaries~~credit facilities.

OnThe ~~August~~Notes 1,were ~~2014,~~issued ~~the~~pursuant ~~Company's~~to ~~Board~~an ofindenture ~~Directors~~(the ~~approved~~“Indenture”), adated ~~change~~as toof ~~the~~January ~~Company's~~30, ~~name~~2015, ~~from~~by ~~Hawk~~and ~~Acquisition~~among ~~Intermediate~~H. ~~Corporation~~J. IIHeinz toCompany, H. J. Heinz Corporation II and certain of its direct and indirect wholly owned domestic subsidiaries (the “Guarantors”), MUFG Union Bank, N.A., as trustee and Wells Fargo Bank, National Association, as collateral agent.

AsThe ~~previously~~Notes ~~reported~~will inmature ~~the~~on ~~Company's~~February ~~Quarterly~~15, ~~Report~~2025, onand ~~Form~~bear ~~10−Q~~interest ~~for~~at ~~the~~a ~~quarter~~rate ~~ended~~of ~~March~~4.875% 30per annum, ~~2014~~payable ~~filed~~semi-annually ~~with~~in ~~the~~cash ~~SEC~~in arrears on ~~May~~February 9,15 ~~2014,~~and asAugust a15 ~~result~~ of ~~the~~each ~~acquisition~~year, ~~that~~beginning ~~occurred~~ on ~~June~~August 715, ~~2013,~~2015. ~~the~~The ~~Company's~~Notes ~~internal~~are ~~reporting~~second ~~entered~~lien asenior ~~transition~~secured ~~period~~obligations ~~that~~of ~~lasted~~the ~~through~~Company ~~the~~and ~~end~~will ofrank ~~December~~pari ~~2013.~~passu ~~During~~in ~~this~~right ~~transition~~of ~~period,~~payment ~~most~~with ~~members~~all of the ~~senior~~Company’s ~~management~~existing ~~team~~and ~~were~~future ~~replaced~~second bylien ~~new~~senior ~~management~~secured indebtedness. ~~Effective~~The ~~December~~Notes ~~30,~~are ~~2013,~~guaranteed ~~the~~on ~~Company~~a ~~transitioned~~senior tobasis ~~new~~by ~~segments, which are aligned to~~ the ~~new~~Guarantors. ~~organizational~~The ~~structure~~Notes ~~implemented~~are ~~during~~secured ~~the~~on ~~transition~~a ~~period.~~second ~~These~~priority ~~new~~basis ~~segments~~by ~~reflect~~the ~~how~~assets ~~senior~~that ~~management~~secure ~~run~~ the ~~business~~Company’s ~~from an organizational perspective~~ and ~~look~~the atGuarantors’ ~~the~~obligations ~~internal~~under ~~management~~its ~~reporting~~senior ~~used~~secured ~~for~~credit ~~decision-making~~facilities.

The ~~Company~~Notes ~~has~~will ~~five~~be ~~reportable~~redeemable, ~~segments~~in ~~which~~whole ~~are~~or ~~defined~~in bypart, ~~geographic~~at ~~region~~any ~~including:~~time ~~North~~on ~~America~~or after February 15, ~~Europe~~2020, ~~Asia/Pacific~~at the redemption prices specified in the Indenture, ~~Latin~~together ~~America~~with accrued and ~~Russia,~~unpaid ~~India~~interest, ~~Middle~~if ~~East~~any, ~~and~~to ~~Africa~~the ~~("RIMEA")~~redemption date. The ~~Company~~Notes ~~has~~will ~~reclassified~~be redeemable, in whole or in part, at any time prior to February 15, 2020, at a price equal to 100% of the ~~segment~~aggregate ~~data~~principal ~~for~~amount thereof plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior ~~period~~to February 15, 2018, up to ~~conform~~40% of the aggregate principal amount of the Notes may be redeemed at a redemption price equal to 104.875% of the ~~current~~principal ~~period’s~~amount ~~presentation~~thereof plus accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds from certain equity offerings.

~~Descriptions~~Upon the occurrence of a change of control as specified in the Indenture, the Company’s ~~reportable~~must ~~segments~~offer ~~are~~to aspurchase ~~follows:~~the Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.

~~North~~The ~~America—This~~terms ~~segment~~of ~~includes~~the ~~our~~Indenture, ~~U.S.~~among ~~consumer~~other ~~products~~things, ~~business~~limit ~~which~~the ~~manufactures,~~ability ~~markets~~of the Company and ~~sells~~its ~~ketchup,~~restricted ~~condiments,~~subsidiaries’ ~~sauces~~to incur additional debt and issue preferred stock, ~~pasta~~pay ~~meals~~dividends or make other restricted payments, ~~and~~make ~~frozen~~certain ~~potatoes~~investments, ~~entrees~~create liens, ~~snacks~~sell assets, ~~and~~merge ~~appetizers~~or toconsolidate ~~the~~with ~~grocery~~other ~~channels~~entities and ~~our~~enter Uintro transactions with affiliates.S. ~~foodservice~~The ~~business~~Indenture also provides for customary events of default (subject in certain cases to customary grace and cure periods), which ~~manufactures~~include nonpayment, ~~markets~~breach ~~and~~of ~~sells~~covenants, ~~branded~~payment ~~and~~defaults ~~customized~~or ~~products~~acceleration of other indebtedness, failure to ~~commercial~~pay certain judgments and ~~non-commercial~~certain ~~food~~events ~~outlets~~of bankruptcy and ~~distributors~~insolvency. inThese ~~the~~covenants ~~United~~and ~~States~~events of ~~America~~default ~~including~~are ~~ketchup,~~subject ~~condiments,~~to ~~sauces~~a ~~and~~number ~~frozen~~of ~~soups. The~~important ~~North~~qualifications, ~~America~~limitations ~~segment~~and ~~also~~exceptions ~~includes~~that ~~our~~are ~~business~~described in ~~Canada~~the Indenture.

~~Europe—This~~The ~~segment~~foregoing ~~includes~~description of the ~~Company’s~~Indenture ~~operations~~does innot ~~Europe~~purport ~~(excluding~~to ~~Russia)~~be complete and ~~sells~~is ~~products~~qualified in ~~all~~its entirety by reference to the full text of the ~~Company’s~~document, ~~categories~~which is filed hereto as Exhibit 4.1.

Asia/Pacific—This segment includes the Company’s operations in Australia, New Zealand, Japan, China, Papua New Guinea, South Korea, Indonesia, Vietnam and Singapore. This segment sells products in all of the Company's categories.

Latin America—This segment includes the Company’s operations in Brazil, Venezuela, Mexico, Costa Rica, and Panama that sell products in all of the Company’s categories.

RIMEA—This segment includes the Company’s operations in Russia, India, the Middle East and Africa that sell products in all of the Company’s categories.

The Company’s management evaluates performance based on several factors including net sales and Adjusted Earnings Before Interest, Tax, Depreciation and Amortization ("Adjusted EBITDA"). Inter-segment revenues, items below the operating income line of the consolidated statements of income and certain costs associated with Restructuring and Productivity Initiatives and Merger related costs, are not presented by segment, since they are not reflected in the measure of segment profitability reviewed by the Company’s management.

As a result, this Form 8-K recasts Part II, Item 7 (Management's Discussion and Analysis of Financial Condition and Results of Operations) and Part II, Item 8 (Consolidated Financial Statements and Supplementary Data), including Notes 7 (Restructuring and Productivity Initiatives), 8 (Goodwill and Other Intangible Assets), and 17 (Segment Information). All other items in the Original Filing are unchanged and this Form 8-K does not amend, update or change any other information in the Original Filing.

This Form 8−K does not reflect events occurring subsequent to the Original Filing and does not modify or update the disclosures therein in any way, other than as noted in the "Recent Developments" disclosure below and as required to reflect the change in segments as described above and set forth in the exhibits attached hereto. For information on developments regarding the Company since the Original Filing, please refer to the Company's Quarterly Reports on Form 10−Q for the quarters ended March 31, 2014, June 29, 2014 and September 28, 2014, Current Reports on Form 8−K and any other subsequent filings with the SEC.

Recent Developments

On December 24, 2014, we utilized our cash on hand to pay down $132.75 million of our Term B-1 Loans and $867.25 million of our Term B-2 Loans.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibit
99.1	REVISED MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
99.2	REVISED CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
99.3	REVISED SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
99.4	PRESS RELEASE
101.INS	XBRL INSTANCE DOCUMENT
101.SCH	XBRL SCHEMA DOCUMENT
101.CAL	XBRL CALCULATION LINKBASE DOCUMENT
101.LAB	XBRL LABELS LINKBASE DOCUMENT
101.PRE	XBRL PRESENTATION LINKBASE DOCUMENT
101.DEF	XBRL DEFINITION LINKBASE DOCUMENT

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 CORPORATION II
		(Registrant)
	By:	/s/ Paulo Basilio
		Paulo Basilio
		Chief Financial Officer

Dated: ~~January~~February 265, 2015

EXHIBIT INDEX

Exhibit No.	Description
99.1	REVISED MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
4.1	Indenture dated as of January 30, 2015, governing the 4.875% Second Lien Senior Secured Notes due 2025, by and among H. J. Heinz Company, the guarantors identified therein, MUFG Union Bank, N.A., as trustee and Wells Fargo Bank, National Association, as collateral agent.
99.2	REVISED CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
99.3	REVISED SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
99.4	PRESS RELEASE
101.INS	XBRL INSTANCE DOCUMENT
101.SCH	XBRL SCHEMA DOCUMENT
101.CAL	XBRL CALCULATION LINKBASE DOCUMENT
101.LAB	XBRL LABELS LINKBASE DOCUMENT
101.PRE	XBRL PRESENTATION LINKBASE DOCUMENT
101.DEF	XBRL DEFINITION LINKBASE DOCUMENT

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