11-K 1 j8901801e11-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 EMPLOYEES RETIREMENT AND SAVINGS 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, schedules and reports 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 5. Supplemental Schedule of Assets Held for Investment Purposes as of December 31, 2000 6. Supplemental Schedule of Reportable Transactions for the Year Ended December 31, 2000 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 EMPLOYEES RETIREMENT AND SAVINGS 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 Employees Retirement and Savings 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. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes and the supplemental schedule of reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Employee Benefits Administration Board. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP Pittsburgh, Pennsylvania June 15, 2001 3 5 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS as of December 31, 2000
Participant- Non-Participant Directed Directed Total ------------ --------------- ------------ Assets: Investment in Master Trust (Notes 4, 7) $466,693,068 -- $466,693,068 Investment in ESOP Trust (Note 6) -- $61,613,661 61,613,661 Participant Loans 57,478 -- 57,478 Dividends receivable -- 512,617 512,617 Contributions receivable: Employee 977,110 -- 977,110 Employer 989,038 358,820 1,347,858 ------------ ----------- ------------ Total contributions receivable 1,966,148 358,820 2,324,968 ------------ ----------- ------------ ------------ ----------- ------------ Total Assets $468,716,694 $62,485,098 $531,201,792 ------------ ----------- ------------ Liabilities: Notes payable to H. J. Heinz Company (Note 6) -- 5,421,660 5,421,660 Accrued interest due on note payable (Note 6) -- 13,235 13,235 Accrued administrative expenses 103,377 12,233 115,610 ------------ ----------- ------------ Total Liabilities 103,377 5,447,128 5,550,505 ------------ ----------- ------------ Net Assets Available for Benefits $468,613,317 $57,037,970 $525,651,287 ============ =========== ============
The accompanying notes are an integral part of the financial statements. 4 6 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS as of December 31, 1999
Participant- Non-Participant Directed Directed Total ------------ --------------- ------------ Assets: Investment in Master Trust (Notes 4, 7) $477,366,396 -- $477,366,396 Investment in ESOP Trust (Note 6) -- $59,997,631 59,997,631 Participant Loans 62,466 -- 62,466 Dividends receivable -- 550,375 550,375 Contributions receivable: Employee 999,693 -- 999,693 Employer 956,129 369,650 1,325,779 ------------ ----------- ------------ Total contributions receivable 1,955,822 369,650 2,325,472 ------------ ----------- ------------ ------------ ----------- ------------ Total Assets $479,384,684 $60,917,656 $540,302,340 ------------ ----------- ------------ Liabilities: Notes payable to H. J. Heinz Company (Note 6) -- 9,996,514 9,996,514 Accrued interest due on note payable (Note 6) -- 120,514 120,514 Accrued administrative expenses 44,107 45,725 89,832 ------------ ----------- ------------ Total Liabilities 44,107 10,162,753 10,206,860 ------------ ----------- ------------ Net Assets Available for Benefits $479,340,577 $50,754,903 $530,095,480 ============ =========== ============
The accompanying notes are an integral part of the financial statements. 5 7 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS for the Year Ended December 31, 2000
Participant- Non-Participant Directed Directed Total ------------ --------------- ------------ Net Change in Investment in Master Trust (Note 7) $ 13,163,625 -- $ 13,163,625 Net appreciation in fair value of investments -- $ 9,206,370 9,206,370 Loan Repayments (4,988) -- (4,988) Additions: Investment income: Dividends -- 2,084,314 2,084,314 Interest -- 18,919 18,919 ------------ ------------ ------------ Total investment income -- 2,103,233 2,103,233 ------------ ------------ ------------ Participant contributions 18,321,728 -- 18,321,728 Age-related employer contributions 14,189,142 -- 14,189,142 ESOP debt service funding -- 2,790,174 2,790,174 ------------ ------------ ------------ Total additions 32,510,870 4,893,407 37,404,277 ------------ ------------ ------------ Deductions: Withdrawals 56,141,650 5,053,455 61,195,105 Administrative expenses 255,117 107,804 362,921 Interest expense on note payable -- 401,231 401,231 Transfers from ESOP to other funds -- 2,254,220 2,254,220 ------------ ------------ ------------ Total deductions 56,396,767 7,816,710 64,213,477 ------------ ------------ ------------ Net (decrease)/increase in net assets available for benefits for the year (10,727,260) 6,283,067 (4,444,193) Net assets available for benefits at the beginning of the year 479,340,577 50,754,903 530,095,480 Net assets available for benefits at ------------ ------------ ------------ the end of the year $468,613,317 $ 57,037,970 $525,651,287 ============ ============ ============
The accompanying notes are an integral part of the financial statements. 6 8 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (1) PLAN DESCRIPTION: The following description of the H. J. Heinz Company ("Company") Employees Retirement and Savings 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 salaried employees actively employed by the Company or any of the affiliated companies. 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 (i) Fidelity Management Trust Company to act as trustee ("Trustee") under the Plan; and (ii) Mellon Bank, N. A. to act as trustee of the separate ESOP trust established for matching contributions ("ESOP Trustee"). 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 statements 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 total of a participant's tax deferred and after tax contributions may not exceed 13% of their compensation. Each participant may make tax deferred contributions into one or more of the investment funds stated in Note 4, in whole percentages, of not less than 2% of his compensation. 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. The Committee gives participants affected by these limitations timely notification. The Company contributes, on behalf of each participating employee, an amount equivalent to the tax deferred contribution up to 3% of the employee's compensation. The Company's matching contributions may be made in cash or in shares of the Company's common stock of equal value. Shares of stock used for the Company match come from the shares held in the separate, leveraged employee stock ownership plan ("ESOP") trust. The ESOP is described in greater detail in Note 6. 7 9 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) Contributions (continued) In addition, the Company makes monthly, age-related contributions to the Company Contribution Account ("CCA") of participating 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 25 years old to a rate of 13% for participants that are 60 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 and age-related contributions, 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. The value of the Company's matching contribution and CCA contribution allocated to a participant's account will be fully vested upon the occurrence of any of the following events: completion of 5 years of service, job elimination, workforce reduction, termination of employment in the year of attainment of age 55 or after, attainment of age 65, total and permanent disability, or death. Withdrawals A participant may elect to withdraw up to 100% of their after tax or rollover account. A participant's matching account will be available for withdrawal if the participant: (a) has at least 5 years of continuous membership in the Plan, or (b) has attained age 59 1/2. A participant may not withdraw any amount from their tax deferred account during active employment before age 59 1/2 except for hardship as defined in the Plan. A participant may not withdraw any amount from their CCA during active employment before age 70 1/2. A participant who qualifies for a hardship withdrawal and withdraws from their tax deferred account is suspended from making contributions to the Plan for one year. Under present Internal Revenue Service ("IRS") rules, a "hardship" means an immediate and heavy need to draw on financial resources to meet obligations related to health, education or housing. 8 10 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) Withdrawals (continued) A participant, upon termination of service, may elect to receive a lump-sum amount equal to the value of their account or annual installments over a period not to exceed 30 years. 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. Loans The Plan was amended effective January 1, 1990, to prohibit the granting or renegotiating of loans. Outstanding loans at December 31, 1989 continue to be administered in accordance with the loan rules established by the Committee as in effect on such date. In addition, effective January 1, 2001, the Plan was amended to assume participant loans of the Thermo Pac plan. See Note 8 for more information about recent amendments. The interest rates for all outstanding loans for the years ended December 31, 2000 and 1999 ranged from 7.3% to 10.94%. Payment of principal and interest is by payroll deduction, subject to rules permitting prepayment. Repayments of the principal of a loan to a participant will be allocated first to the participant's after tax account, and then to the participant's tax deferred account. Payments of interest on a loan to a participant are allocated to the participant's after tax account and tax deferred account, respectively, in the same proportion that the outstanding principal of the loan was attributable to such accounts at the end of the month preceding the payment. Payments of principal and interest are reinvested in the investment fund(s) in accordance with the participant's investment directions in effect at the time such interest or principal repayment is received by the Trustee. 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. Administrative Expenses The Trustees may pay expenses of the Plan including record-keeping fees, administrative charges, professional fees, and trustee fees, from the assets of the Trust Funds unless paid by the Company. For the years ended December 31, 2000 and 1999 the Plan incurred expenses of $362,921 and $645,361, respectively. These expenses were paid from Plan assets. Expenses absorbed by the Plan were allocated to the various funds of the Plan based on the net asset value of the individual fund as a percentage of the total net asset value of the Plan's funds. The Company, as permitted by ERISA, may obtain reimbursement from Company sponsored employee benefit plans for certain administrative charges incurred in providing administrative services to such plans. These expenses include salaries, payroll expenses and other miscellaneous charges, and are allocated based on time incurred related to each plan. The allocation of these charges to the Plan for the years ended December 31, 2000 and 1999 were $33,750 and $18,583, respectively. 9 11 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) (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 active 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. 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 relates 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 was received. 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, that the Plan contains an employee stock ownership plan that meets the requirements of Section 4975(e)(7) 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. 10 12 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) (4) INVESTMENT PROGRAMS: Fidelity Management Trust Company is Trustee for 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 H.J. Heinz Company stock. The ESOP match account investment cannot be reallocated unless a participant is eligible to retire or is no longer employed. Transfers from the ESOP to other funds are included in the Net Change in Investment in Master Trust on the Statement of Changes in Net Assets Available for Benefits. (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, or may be used to pay plan administrative expenses. Forfeitures were $991,191 for the year ended December 31, 2000 and $1,289,284 for the year ended December 31, 1999. (6) ESOP TRUST: In September, 1989, the ESOP trust borrowed $50 million and purchased 2,366,862 shares of Heinz Common Stock at $21.125 per share. The Company financed the transaction and sold the stock to the ESOP. The Heinz stock is pledged as collateral for the loan and is credited to a suspense account from which it is gradually released for allocation to participants' accounts over the term of the loan. During 2000 and 1999, the number of shares released from the suspense account for allocation to participant accounts as a result of principal repayments was 182,974 and 147,554, respectively. As noted previously, the shares of stock used for the Company match will come from the shares held in the ESOP trust. At December 31, 2000 and 1999, $9,651,496 and $15,957,386, respectively, of unallocated assets were held by the ESOP. The ESOP debt is in the form of an interest-bearing promissory note. For the years ended December 31, 2000 and 1999, the weighted average interest rate was 5.30% and 5.52%, respectively. Repayment of the loan is made through periodic payments. Dividends paid by the Company on allocated and unallocated shares of the Heinz Common Stock are applied for repayment of the loan. When dividends paid are not sufficient to make the periodic repayments, the Company makes additional contributions to fund the deficiency. The maturity date of the ESOP established by the loan agreement is July 31, 2004. However, the actual maturity date of the loan will depend on the stock price at the time of the loan payments. 11 13 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) (7) MASTER TRUST: The Company entered into a Master Trust arrangement with Fidelity Management Trust Company. 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 to the Trust as a whole. The following tables present the Master Trust information for the Plan.
December 31, 2000 ----------------------------------------------------------------------------------------------- Retirement and Investment Income Net Savings 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 88.10% Managed Income Portfolio 11,572,452 -- 637,711 2,180,854 99.11% Magellan Fund 75,029,021 3,075,499 -- (8,767,306) 89.86% Retirement Gov't Money Market 66,092,757 -- 3,776,301 3,034,864 68.08% Overseas Fund 13,189,337 1,689,331 -- (1,252,467) 94.53% Equity-Income Fund 31,858,610 2,432,252 -- (1,262,065) 91.20% Puritan Fund 27,657,144 2,302,847 -- (1,857,962) 90.91% Intermediate Bond Fund 8,606,316 497,261 -- 455,255 92.29% OTC Portfolio 26,839,059 7,326,210 -- (962,235) 93.34% Fixed Income Securities Fund 2,839,746 150,222 -- 232,409 97.61% Wellington Fund 4,631,558 406,606 -- 93,628 94.62% Windsor II Fund 12,201,875 770,531 -- 422,860 93.38% Institutional Index Fund 26,856,430 325,468 -- (4,870,563) 94.01% U.S. Growth Fund 21,970,246 4,764,379 -- (2,545,132) 92.84% Explorer Fund 12,715,322 2,392,267 -- 9,083,810 94.90% International Growth Fund 5,215,025 422,903 -- 846,599 97.17% ------------ ----------- ---------- ----------- Total Master Trust $530,940,895 $32,597,569 $4,512,887 $16,466,176 87.90% ============ =========== ========== ===========
* Includes transfers between funds. 12 14 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) (7) MASTER TRUST: (CONTINUED) The following tables present the Master Trust information for the Plan.
December 31, 1999 -------------------------------------------------------------------------------------------- Retirement & Investment Income Net Savings 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) 89.17% Managed Income Portfolio 10,551,147 -- 561,736 2,061,730 99.58% Magellan Fund 88,471,906 7,537,734 -- 17,686,825 90.50% Retirement Gov't Money Market 63,590,907 -- 3,150,056 1,427,084 68.54% Overseas Fund 14,843,569 883,955 -- 4,786,318 95.02% Equity-Income Fund 34,963,082 3,655,055 -- (1,972,030) 91.41% Puritan Fund 31,450,944 2,764,776 -- (3,782,347) 91.77% Intermediate Bond Fund 8,238,846 610,029 -- (2,451,414) 91.65% OTC Portfolio 28,931,872 1,994,039 -- 21,319,709 95.82% Fixed Income Securities Fund 2,876,495 262,755 -- (817,353) 99.01% Wellington Fund 4,502,423 415,952 -- (1,298,335) 95.58% Windsor II Fund 12,010,857 1,417,091 -- (4,292,493) 94.92% Institutional Index Fund 32,873,167 604,598 -- 7,567,042 95.19% U.S. Growth Fund 24,184,421 1,170,689 -- 5,508,076 93.61% Explorer Fund 3,567,206 357,877 -- 1,364,122 97.16% International Growth Fund 4,226,466 205,422 -- 426,189 97.61% ------------ ----------- ---------- ------------ Total Master Trust $533,913,522 $28,057,915 $3,851,712 ($13,666,568) 88.93% ============ =========== ========== ============
* Includes transfers between funds. ** Excludes dividends and interest receivable. 13 15 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS 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 including the Heinz Stock Fund as an investment option for age-related company contributions and adopting the technical changes required by the Small Business Job Protection Act and the Uniformed Services Employment and Reemployment Act. 14 16 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN EIN: 25 - 0542520 PLAN 009 SCHEDULE H, Line 4i -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 2000
(c) Description of investment including (b) Identity of issue, borrower, maturity date, rate of interest, (e) Current (a) lessor, or similar party collateral, par or maturity value (d) Cost Value ------- -------------------------------- ----------------------------------------- ------------------- ---------------- * H. J. Heinz Company H. J. Heinz Company ESOP $.25 par value/share; 1,291,648 shares $23,366,721 $61,272,552 Mellon Bank EB Temporary Investment Fund 3,942 3,942 * H. J. Heinz Company Participants' Loans -- 57,478 Interest Rates, 7.3% - 10.94%
15 17 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN EIN: 25 - 0542520 PLAN 009 SCHEDULE H, LINE 4j -- SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2000
(f) Expense (h) Current Value (i) Net (a) Identity of (b) Description (c) Purchase (d) Selling incurred with (g) Cost of of Asset on Gain Party Involved of Asset Price Price Transaction Asset Transaction Date (Loss) ---------------- -------------------- ------------ ------------ ------------- ----------- ----------------- -------- -- H. J. Heinz Company -- $ 6,764,436 $2,328 $ 3,006,829 $ 6,764,436 $3,757,607 Common Stock (36 sales) Mellon Bank EB Temporary -- 13,495,370 -- 13,495,370 13,495,370 -- Investment Fund (132 sales) Mellon Bank EB Temporary 13,375,633 -- -- 13,375,633 13,375,633 -- Investment Fund (58 purchases)
16 18 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. 17