11-K 1 j9475602e11vk.txt H. J. HEINZ COMPANY - EMPLOYEE RET. & SAVG. PLAN 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, 2001 [ ] 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) FINANCIAL STATEMENTS AND EXHIBITS The following Plan financial statements, schedules and reports are attached hereto: 1. Report of Independent Accountants dated June 14, 2002 of PricewaterhouseCoopers LLP for the Plan financial statements 2. Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000 3. Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2001 4. Notes to Financial Statements 5. Supplemental Schedule of Assets Held for Investment Purposes as of December 31, 2001 6. Supplemental Schedule of Reportable Transactions for the Year Ended December 31, 2001 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, 2002 is filed herein. 1 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 28, 2002 2 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, 2001 and 2000, and the changes in net assets available for benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; 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 of America, 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 14, 2002 3 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, -------------------------------- 2001 2000 ----------- ----------- Assets: Investment in Master Trust (Notes 4, 8, 9) $292,703,014 $466,693,068 Investment in ESOP Trust (Notes 6, 9) $177,032,215 $61,613,661 Participant Loans (Note 1) 233,870 57,478 ESOP Dividends receivable 1,739,325 512,617 Contributions receivable: Employee 1,101,775 977,110 Employer 1,495,032 1,347,858 ------------ ------------ Total contributions receivable 2,596,807 2,324,968 ------------ ------------ ------------ ------------ Total Assets $474,305,231 $531,201,792 ------------ ------------ Liabilities: Notes payable to H. J. Heinz Company (Note 6) 1,253,015 5,421,660 Accrued interest due on note payable (Note 6) 3,614 13,235 Accrued administrative expenses 327,352 115,610 ------------ ----------- Total Liabilities 1,583,981 5,550,505 ------------ ----------- Net Assets Available for Benefits $472,721,250 $525,651,287 ============ ============
The accompanying notes are an integral part of the financial statements. 4 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS for the Year Ended December 31, 2001 Net Change in Investment in Master Trust (Notes 8 and 9) ($168,885,175) Net Change in ESOP Trust (Note 9) 119,846,875 Loan Repayments (35,410) Additions: Investment income: Dividends 3,209,324 Interest 14,069 ------------- Total investment income 3,223,393 ------------- Transfers from Acquisitions (Note 9) 4,794,607 Participant contributions 16,547,453 Age-related employer contributions 14,732,020 ESOP debt service funding 2,326,672 ------------- Total additions 41,624,145 ------------- Deductions: Withdrawals 44,499,257 Administrative expenses 824,480 Interest expense on note payable 156,735 ------------- Total deductions 45,480,472 ------------- Net decrease in net assets available for benefits for the year (52,930,037) Net assets available for benefits at the beginning of the year 525,651,287 Net assets available for benefits at ------------- the end of the year $472,721,250 =============
The accompanying notes are an integral part of the financial statements. 5 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") and recently, of the Heinz stock fund for the participant-directed monies as described in Note 9. 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 2001 and 2000. 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 matching 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. 6 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 1.5% for participants that are less than 30 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. 7 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, during 2001, the Plan assumed the outstanding loans from the Thermo Pac and Borden acquisitions. See Note 9 for more information about loans assumed as a result of recent acquisitions. The interest rates for all outstanding loans for the years ended December 31, 2001 ranged from 6.49% to 10.94% and in 2000 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, 2001 and 2000 the Plan incurred expenses of $811,480 and $362,921, 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, 2001 and 2000 were $22,034 and 33,750, respectively. 8 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 and the Company has applied for a new determination letter, but to date, has not received the IRS's response. 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. 9 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. (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 $618,712 for the year ended December 31, 2001 and $991,191 for the year ended December 31, 2000. (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 2001 and 2000, the number of shares released from the suspense account for allocation to participant accounts as a result of principal repayments was 156,862 and 182,974, respectively. As noted previously, the shares of stock used for the Company match come from the shares held in the ESOP trust. At December 31, 2001 and 2000, $1,917,820 and $9,651,496, 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, 2001 and 2000, the weighted average interest rate was 5.44% and 5.30%, 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, it is anticipated that the actual maturity date will occur during 2002. 10 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) (7) 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, 2001 2000 ------------ ------------ Assets: H.J. Heinz Company common stock $48,927,651* $61,609,719* Cash Equivalents 5,246 3,942 Dividends Receivable 455,964 512,617 Contributions Receivable 397,492 358,820 Liabilities: Note Payable 1,253,015 5,421,660 Accrued Interest 3,614 13,235 Accrued Administrative Fees 55,939 12,233 ----------- ----------- Net Assets $48,473,785 $57,037,970
Year Ended December 31, 2001 ----------------- Dividends $1,310,079 Net Depreciation (4,018,230) Benefits paid to participants (3,916,682) Transfers to participant-directed investments (1,758,630) Administrative fees ( 180,722) ----------- Change in Net Assets ($8,564,185) ===========
* Exceeds 5% of net assets available for benefits 11 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) (8) 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 the Trust as a whole. The following tables present the Master Trust information for the Plan.
December 31, 2001 ----------------------------------------------------------------------------------------------- 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 $ 20,783,648 $ 4,606,114 $ 66,226 ($157,273,466)** 1.05% Managed Income Portfolio 15,663,900 -- 743,592 4,870,565 98.86% Magellan Fund 61,244,670 762,658 -- (13,016,745) 89.06% Retirement Gov't Money Market 77,049,083 -- 2,857,816 3,468,443 69.48% Overseas Fund 9,246,477 -- -- (3,376,208) 94.31% Equity-Income Fund 28,273,450 1,110,821 -- (2,913,497) 90.91% Puritan Fund 26,151,557 1,383,435 -- (1,314,997) 90.63% Intermediate Bond Fund 15,425,711 698,618 -- 7,516,572 93.17% OTC Portfolio 17,483,995 384,701 -- (9,678,467) 91.91% Fixed Income Securities Fund 9,237,409 544,456 -- 6,380,451 94.29% Wellington Fund 8,017,347 392,809 -- 4,069,638 93.90% Windsor II Fund 15,212,514 310,807 -- 2,660,519 93.39% Institutional Index Fund 23,728,474 25,294 -- (3,295,703) 94.11% U.S. Growth Fund 13,144,764 21,016 -- (9,341,213) 90.99% Explorer Fund 12,218,495 75,817 -- (157,009) 94.83% International Growth Fund 4,150,375 -- -- (998,498) 97.04% ------------ ----------- ---------- ------------- Total Master Trust $357,031,869 $10,316,546 $3,667,634 ($172,399,615) 81.98% ============ =========== ========== ============
* Includes transfers between funds. ** Reflects the transfer of the Retirement and Savings Plan's Heinz Stock Fund to the ESOP (see Note 9). 12 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) (8) MASTER TRUST: (CONTINUED)
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. 13 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) (9) PLAN AMENDMENTS AND ACQUISITIONS: On October 5, 2001, the Management Committee approved a resolution recommended by EBAB to incorporate certain changes mandated by the Economic Growth and Tax Relief Reconciliation Act ("EGTRRA"). These changes, effective January 1, 2002 include: - Reducing vesting requirements for the Company Match from five to three years, and - Reducing participation suspension for employees taking hardship withdrawals from one year to six months. In addition, the Management Committee also approved the following discretionary changes permitted by EGTRRA: - Increasing the maximum participant contribution rate from 13% to 20% - Permitting rollovers of after-tax contributions - Accepting catch-up contributions in accordance with IRS limits - Eliminating installment payments as a plan distribution option - Permitting participants to elect to receive dividends on Heinz Stock in cash. As a result of the dividend election option, the Company stock fund that was held in the Fidelity trust fund was transferred to the ESOP trust in the amount of $126,295,696. The transfer is reflected in the Net Change in Investment in Master Trust and Net Change in ESOP Trust on the Statement of Changes in Net Assets Available for Benefits. In July 2001, employees of certain businesses acquired from the Borden Foods Corporation became participants in the Plan, and in October 2001, the Plan accepted a transfer of $3,908,959 in assets from the Borden Foods Corporation Retirement Savings Plan. The Plan also accepted the transfer of $197,553 in employee loans from the Borden plan. On March 12, 2001, the Executive Committee of the Board of Directors adopted a resolution to (a) authorize certain modifications to the Plan required by law; (b) restate the document in its entirety to incorporate all previously adopted amendments; (c) 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; and (d) assume the participant loans of the Thermo Pac Plan. As a result, $127,514 from Thermo Pac and $546,332 from Quality Chef was transferred into the Plan. In addition, the Plan assumed $14,249 in employee loans transferred in from the Thermo Pac plan. (10) SUBSEQUENT EVENTS: Effective April 1, 2002, the age-related contributions made to the company contribution account will not be eligible for allocation to the Heinz Stock fund. Also, effective April 1, 2002, the vested ESOP match may be reallocated by participants to any of the other investment options. 14 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, 2001
(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; 4,289,934 shares $91,811,469 $176,402,085 Mellon Bank EB Temporary Investment Fund 628,693 628,693 * Participant Loans Participant Loans -- 233,870 Interest Rates, 6.49% - 10.94%
15 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, 2001
(h) Current Value of Asset (f) Expense on (i) Net (a) Identity of (b) Description (c) Purchase (d) Selling (e) Lease incurred with (g) Cost of Transaction Gain Party Involved of Asset Price Price Rental Transaction Asset Date (Loss) ---------------- ----------------- ------------ ------------ -------- ------------- ---------- ---------- -------- -- H. J. Heinz Company -- $ 4,860,018 -- -- $ 2,023,358 $ 4,860,018 $2,836,660 Common Stock (29 sales) Mellon Bank EB Temporary -- 7,306,508 -- -- 7,306,508 7,306,508 -- Investment Fund (110 sales) Mellon Bank EB Temporary 7,931,253 -- -- -- 7,931,253 7,931,253 -- Investment Fund (67 purchases)
16 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, 2002 is filed herein. 17