-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Keh1oU8+k10tEzzDIfOGT4+L8q4gH10KTE7Ntb+vc2rHt49HIEvml3lEluyHIPC1 N4MxZtAIOQo7+wgf8CkCMQ== 0000950128-01-500242.txt : 20010702 0000950128-01-500242.hdr.sgml : 20010702 ACCESSION NUMBER: 0000950128-01-500242 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEINZ H J CO CENTRAL INDEX KEY: 0000046640 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 250542520 STATE OF INCORPORATION: PA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-03385 FILM NUMBER: 1672539 BUSINESS ADDRESS: STREET 1: 600 GRANT ST CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 4124565700 MAIL ADDRESS: STREET 2: P O BOX 57 CITY: PITTSBURGH STATE: PA ZIP: 15230 11-K 1 j8901601e11-k.txt H.J. HEINZ COMPANY FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM TO --------------- --------------- COMMISSION FILE NUMBER 1-3385 H. J. HEINZ COMPANY SAVER PLAN (Title of Plan) H. J. HEINZ COMPANY (Name of Issuer of securities held pursuant to the Plan) 600 GRANT STREET PITTSBURGH, PA 15219 (Address of Plan and of principal executive office of Issuer) 2 FINANCIAL STATEMENTS AND EXHIBITS The following Plan financial statements are attached hereto: 1. Report of Independent Accountants dated June 15, 2001 of PricewaterhouseCoopers LLP for the Plan financial statements 2. Statements of Net Assets Available for Benefits as of December 31, 2000 and 1999 3. Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2000 4. Notes to Financial Statements Exhibits required to be filed by Item 601 of Regulation S-K are listed below and are filed as a part hereof. Documents not designated as being incorporated herein by reference are filed herewith. The paragraph number corresponds to the exhibit number designated in Item 601 of Regulation S-K. 23. The consent of PricewaterhouseCoopers LLP dated June 28, 2001 is filed herein. 1 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Employee Benefits Administration Board has duly caused this Form 11-K Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania. H. J. HEINZ COMPANY SAVER PLAN (Name of Plan) EMPLOYEE BENEFITS ADMINISTRATION BOARD By: /s/ WILLIAM C. GOODE ................................... William C. Goode, Chairman June 22, 2001 2 4 REPORT OF INDEPENDENT ACCOUNTANTS H. J. HEINZ COMPANY EMPLOYEE BENEFITS ADMINISTRATION BOARD: In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the H. J. Heinz Company SAVER Plan (the "Plan") at December 31, 2000 and 1999, and the changes in net assets available for benefits for the year ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Employee Benefits Administration Board; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. /s/ PricewaterhouseCoopers LLP Pittsburgh, Pennsylvania June 15, 2001 3 5 H. J. HEINZ COMPANY SAVER PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, -------------------------------- 2000 1999 ----------- ----------- Assets: Investment in Master Trust (Notes 4, 7) $64,247,827 $59,537,633 Contributions receivable: Employee 657,918 636,530 Employer 369,638 413,211 ----------- ----------- Total contributions receivable 1,027,556 1,049,741 ----------- ----------- Total Assets 65,275,383 60,587,374 ----------- ----------- Net Assets Available for Benefits $65,275,383 $60,587,374 =========== ===========
The accompanying notes are an integral part of the financial statements. 4 6 H. J. HEINZ COMPANY SAVER PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS for the Year Ended December 31, 2000 Net change in Investment in Master Trust (Note 7) $3,302,551 Additions: Participant contributions 6,232,432 Employer contributions, net 4,600,667 ----------- Total additions 10,833,099 ----------- Deductions: Withdrawals 9,297,641 Administrative expenses 150,000 ----------- Total deductions 9,447,641 ----------- Net increase in net assets available for benefits for the year 4,688,009 Net assets available for benefits at the beginning of the year 60,587,374 Net assets available for benefits at ----------- the end of the year $65,275,383 ===========
The accompanying notes are an integral part of the financial statements. 5 7 H. J. HEINZ COMPANY SAVER PLAN Notes to Financial Statements (1) PLAN DESCRIPTION: The following description of the H. J. Heinz Company ("Company") SAVER Plan ("Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan covering eligible hourly employees actively employed by the Company or any of the affiliated companies, and who are in a division, or plant of a division, of the Company authorized to participate in the Plan. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The administration of the Plan and the responsibility for interpreting and carrying out its provisions is vested in the Employee Benefits Administration Board ("Committee"). The Committee consists of members appointed by the Board of Directors of the Company ("The Board of Directors") upon the recommendation of the Investment Committee of the Board of Directors. The members of the Committee are not compensated for serving on the Committee. The Board of Directors has designated Fidelity Management Trust Company to act as trustee ("Trustee") under the Plan. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Plan provides for various investment options as described in Note 4. Any investment is exposed to various risks, such as interest rate, market and credit. These risks could result in a material effect on participants' account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits. Contributions Participant contributions to the Plan may be either tax deferred or after tax. The participant's maximum tax deferred and after tax contributions may not exceed 12% and 10%, respectively, of their earnings. The total of a participant's tax deferred plus after tax contributions may not exceed 12% of their earnings. A participant may make contributions into one or more of the investment funds stated in Note 4, in whole percentages, of not less than 1% of their earnings. Tax deferred contributions made by certain highly compensated participants may be limited under Internal Revenue Code rules. Tax deferred contributions by any participant under the Plan and any other qualified cash or deferred arrangement were limited to $10,500 in 2000 and $10,000 in 1999. A participant affected by these limitations will be given timely notification by the Committee. At the discretion of the Board of Directors, the Company or any participating affiliated company, may contribute, in the form of company stock, on a monthly basis (or as otherwise indicated by the Committee), on behalf of each participating employee an amount not less than 10 cents and not more than one dollar for each tax deferred dollar contributed by a participant. The Company reserves the right to limit the maximum amount of matching contributions that may be contributed on behalf of any participant. 6 8 H. J. HEINZ COMPANY SAVER PLAN Notes to Financial Statements (Continued) Contributions (continued) The determination of the amount of such contribution is made by the Board of Directors of the Company after considering recommendations made by appropriate officers of participating affiliated companies or divisions. The amount of such contribution may be different for any specified group of participants. For the years ended December 31, 2000 and 1999, the matching contribution amounts at various divisions or plants of divisions ranged from 15 cents per each tax deferred dollar (up to 5% of participants' earnings) to $1.00 for each tax deferred dollar (up to 3% of participants' earnings). Additionally, the Company may, but is not required to, contribute for each Plan year an additional supplemental amount determined by the Committee. The supplemental contribution is allocated to the supplemental contribution accounts of all eligible participants on a pro rata basis according to the ratio of each participant's earnings for the plan year to the total earnings of all participants for the plan year. Supplemental contributions are reflected in the Plan financial statements in the year in which the Committee approves them. The supplemental contributions were $654,325 for the year ended December 31, 2000 and $1,222,076 for the year ended December 31, 1999. A Company Contribution Account ("CCA") was added to the Plan effective January 1, 1993. The Company will make monthly, age-related contributions to the accounts of eligible employees who direct the investment of such contributions into one or more of the investment funds stated in Note 4. The age-related contributions are based on percentages of participants' eligible earnings and range from a rate of 1% for participants that are less than 30 years old to a rate of 8.5% for participants that are 65 years old and over. A participant may transfer amounts received from other retirement plans to the Plan. Amounts that are rolled over from other retirement plans are held in a separate rollover account. Participant Accounts Each participant's account is credited with the participant's contribution(s) and allocation of (a) the Company's matching, supplemental, and age-related contribution(s), as defined, and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Vesting The value of a participant's tax deferred account which is maintained for tax deferred contributions; after tax account, which is maintained for after tax contributions; and rollover account, which is maintained for rollover contributions, is fully vested at all times. A participant's matching account (which will be maintained for the Company's matching contributions), will be fully vested upon the completion of three years of service, attainment of age 65, disability, or death. Participants will be vested in the value of their CCA contributions and supplemental contributions upon the occurrence of any of the following events: completion of five years of service, attainment of age 65, disability, or death. 7 9 H. J. HEINZ COMPANY SAVER PLAN Notes to Financial Statements (Continued) Withdrawals A participant may elect to withdraw from their after tax or rollover account up to 100% of the account balance. A participant's tax deferred contributions will be available for withdrawal if: (a) The participant is eligible for a "hardship" withdrawal in accordance with the rules established by the Internal Revenue Service ("IRS"), or (b) The participant has attained age 59 1/2. A participant may not make withdrawals from the Company matching, supplemental, or CCA accounts during active employment. A participant who qualifies for a hardship withdrawal is suspended from making contributions to the Plan for one year. Under present IRS rules, a "hardship" means an immediate and heavy need to draw on financial resources to meet obligations related to health, education or housing. A participant, upon termination of services, shall receive a lump sum amount equal to the value of their vested account. A terminated participant may also elect to choose a direct transfer of their account balance to the trustee or custodian of another eligible retirement plan. Termination The term of the Plan is indefinite, subject to termination at any time by the Board of Directors of the Company. In the event the Plan is terminated or the Company contributions are permanently discontinued, participants will be fully vested in the Company contributions. The Company has no intention to terminate the Plan at this time. Administration Expenses Effective May 1, 1998, the first $150,000 of annual administrative expenses is paid from Plan assets; amounts in excess of $150,000 are paid by the Company. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Investment Valuation Investments in the Master Trust are valued as follows: The value of the shares in a mutual fund is based on the market value of the underlying securities in the fund. Investments in securities traded on a national exchange are valued at the last reported sales price on the last business day of the year. Temporary investments in short-term investment funds are valued at cost which approximates market value. 8 10 H. J. HEINZ COMPANY SAVER PLAN Notes to Financial Statements (Continued) Other The Plan presents in the statement of changes in net assets available for benefits the appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Such change as it related to those investments held in the Master Trust is included as a component of the Net Change in Investment in Master Trust on the Statement of Changes in Net Assets. Also included in the Net Change in Investment in Master Trust are dividends and interest earned for the year. Purchases and sales of securities are reflected on a trade-date basis. Gains or losses on sales of securities are based on average cost. Dividend income is recorded on the ex-dividend date. Interest is recorded as earned. (3) FEDERAL INCOME TAXES: The IRS has made a determination that the Plan is a qualified plan under Section 401(a) of the Internal Revenue Code of 1986, as amended ("Code"). Therefore, the Trust established under the Plan is exempt from Federal income taxes under Section 501(a) of the Code. The IRS has determined and informed the Company by letter dated February 3, 1998 that the Plan is designed in accordance with applicable sections of the Code. The Plan has been amended since a favorable determination letter was issued. However, tax and ERISA counsel to the Company is of the opinion that the Plan continues to be a "qualified" plan under Section 401(a) of the Code, and that the Plan contains a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code. Under present Federal income tax laws and regulations, and as long as the Plan is approved as a qualified plan, participants are not subject to Federal income taxes as a result of their participation in the Plan until their accounts are withdrawn or distributed to them. (4) INVESTMENT PROGRAMS: Fidelity Management Trust Company is Trustee for all of the investment funds. Participants may direct the investment of their accounts in multiples of 1%, in any one or more of the Investment funds selected by the Committee. Currently, eight Fidelity funds and seven Vanguard funds are offered in addition to the Company stock fund. (5) FORFEITURES: Company contributions which have been credited to participants' accounts and which have not vested are forfeited upon termination of employment. These forfeitures are credited against subsequent Company contributions. Forfeitures were $862,334 for the year ended December 31, 2000 and $382,476 for the year ended December 31, 1999. 9 11 H. J. HEINZ COMPANY SAVER PLAN Notes to Financial Statements (Continued) (6) NONPARTICIPANT-DIRECTED INVESTMENTS: Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows:
December 31, December 31, 2000 1999 ------------ ------------ Net Assets: H.J. Heinz Company common stock $10,584,190* $8,391,577*
Year Ended December 31, 2000 ----------------- Changes in Net Assets: Contributions $1,505,051 Dividends $ 327,866 Net Appreciation $1,653,802 Benefits paid to participants ($1,083,926) Transfers to participant-directed investments ($ 187,605) Administrative fees ($ 22,575) ----------- $2,192,613 ===========
* Exceeds 5% of net assets available for benefits. 10 12 H. J. HEINZ COMPANY SAVER PLAN Notes to Financial Statements (Continued) (7) MASTER TRUST: The Company entered into a Master Trust arrangement with the Trustee. The Trustee maintains accounts to record the pro rata share of each participating Plan, reflecting contributions received on behalf of the Plan, benefit payments or other expense allocable to the Plan and its pro rata share of collected or accrued income, gain or loss, general expenses and other transactions allocable to the Investment Funds or the Trust as a whole. The following tables present the Master Trust information for the Plan.
December 31, 2000 ----------------------------------------------------------------------------------------------- Investment Income Net SAVER Plan Fair Value of Change in Percentage of Investment of The Fair Interest in the Master Trust Dividends Interest Value* Master Trust ------------ ----------- ---------- ------------ --------------- H.J. Heinz Co. Stock Fund $183,665,997 $ 6,041,793 $ 98,875 $21,633,627 11.90% Managed Income Portfolio 11,572,452 -- 637,711 2,180,854 0.89% Magellan Fund 75,029,021 3,075,499 -- (8,767,306) 10.14% Retirement Gov't Money Market 66,092,757 -- 3,776,301 3,034,864 31.92% Overseas Fund 13,189,337 1,689,331 -- (1,252,467) 5.47% Equity-Income Fund 31,858,610 2,432,252 -- (1,262,065) 8.80% Puritan Fund 27,657,144 2,302,847 -- (1,857,962) 9.09% Intermediate Bond Fund 8,606,316 497,261 -- 455,255 7.71% OTC Portfolio 26,839,059 7,326,210 -- (962,235) 6.66% Fixed Income Securities Fund 2,839,746 150,222 -- 232,409 2.39% Wellington Fund 4,631,558 406,606 -- 93,628 5.38% Windsor II Fund 12,201,875 770,531 -- 422,860 6.62% Institutional Index Fund 26,856,430 325,468 -- (4,870,563) 5.99% U.S. Growth Fund 21,970,246 4,764,379 -- (2,545,132) 7.16% Explorer Fund 12,715,322 2,392,267 -- 9,083,810 5.10% International Growth Fund 5,215,025 422,903 -- 846,599 2.83% ------------ ----------- ---------- ----------- Total Master Trust $530,940,895 $32,597,569 $4,512,887 $16,466,176 12.10% ============ =========== ========== ===========
* Includes transfers between funds. 11 13 H. J. HEINZ COMPANY SAVER PLAN Notes to Financial Statements (Continued) (7) MASTER TRUST (CONTINUED):
December 31, 1999 ----------------------------------------------------------------------------------------------- Investment Income Net SAVER Plan Fair Value of** Change in Percentage of Investment of The Fair Interest in the Master Trust Dividends Interest Value* Master Trust ------------ ----------- ---------- ------------ --------------- H.J. Heinz Co. Stock Fund $168,630,214 $ 6,177,943 $ 139,920 $(61,199,691) 10.83% Managed Income Portfolio 10,551,147 -- 561,736 2,061,730 0.42% Magellan Fund 88,471,906 7,537,734 -- 17,686,825 9.50% Retirement Gov't Money Market 63,590,907 -- 3,150,056 1,427,084 31.46% Overseas Fund 14,843,569 883,955 -- 4,786,318 4.98% Equity-Income Fund 34,963,082 3,655,055 -- (1,972,030) 8.59% Puritan Fund 31,450,944 2,764,776 -- (3,782,347) 8.23% Intermediate Bond Fund 8,238,846 610,029 -- (2,451,414) 8.35% OTC Portfolio 28,931,872 1,994,039 -- 21,319,709 4.18% Fixed Income Securities Fund 2,876,495 262,755 -- (817,353) 0.99% Wellington Fund 4,502,423 415,952 -- (1,298,335) 4.42% Windsor II Fund 12,010,857 1,417,091 -- (4,292,493) 5.08% Institutional Index Fund 32,873,167 604,598 -- 7,567,042 4.81% U.S. Growth Fund 24,184,421 1,170,689 -- 5,508,076 6.39% Explorer Fund 3,567,206 357,877 -- 1,364,122 2.84% International Growth Fund 4,226,466 205,422 -- 426,189 2.39% ------------ ----------- ---------- ------------ Total Master Trust $533,913,522 $28,057,915 $3,851,712 ($13,666,568) 11.07% ============ =========== ========== ============
* Includes transfers between funds. ** Excludes dividends and interest receivable. 12 14 H. J. HEINZ COMPANY SAVER PLAN Notes to Financial Statements (Continued) (8) PLAN AMENDMENTS: On March 12, 2001, the Board of Directors adopted a resolution to authorize certain modifications to the Plan effective January 1, 2000 and to transfer participant account balances from Thermo Pac and Quality Chef plans into the Plan and include these participants in the Plan effective January 1, 2001. In addition, the Plan will assume the existing participant loans of the Thermo Pac Plan. The modifications to the Plan will incorporate all previous amendments into the plan document. These amendments included provisions such as relaxing restrictions on Plan withdrawals for disabled participants, eliminating the three month participation penalty for employees who suspend contributions to the plan, and adopting the technical changes required by the Small Business Job Protection Act and the Uniformed Services Employment and Reemployment Act. 13 15 EXHIBIT INDEX Exhibits required to be filed by Item 601 of Regulation S-K are listed below and are filed as part hereof. Documents not designated as being incorporated herein by reference are filed herewith. The paragraph number corresponds to the exhibit number designated in Item 601 of Regulation S-K. 23. The consent of PricewaterhouseCoopers LLP dated June 28, 2001 is filed herein. 14 EX-23 2 j8901601ex23.txt ACCOUNTANTS' CONSENT 1 EXHIBIT 23 ACCOUNTANTS' CONSENT We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 33-32563) of the H. J. Heinz Company SAVER Plan of our report dated June 15, 2001 relating to the financial statements of the H. J. Heinz Company SAVER Plan which appears in this Form 11-K. /s/ PricewaterhouseCoopers LLP Pittsburgh, Pennsylvania June 28, 2001 15 -----END PRIVACY-ENHANCED MESSAGE-----