| Office of the Secretary March 22, 2001 Ms. Rosemary H. McEnery Ms. Norma Carter Re: H.J. Heinz Company/Vlasic Foods International, File No. 011 0092 Dear Ms. McEnery, Mr. Henneberry, and Ms. Carter: The Commission has conducted an investigation in the above-captioned matter of H.J. Heinz Company's proposed acquisition of the Vlasic pickles business from Vlasic Foods International. Upon further review of this matter, it now appears that no further action is warranted by the Commission at this time. Accordingly, the investigation has been closed. This action should not be construed as a determination that a violation may not have occurred, just as the pendency of an investigation should not be construed as a determination that a violation has occurred. The Commission reserves the right to take such further action as the public interest may require. By direction of the Commission, Commissioner Anthony not participating and Commissioner Thompson dissenting. Donald S. Clark |