-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, j3ps9co/BTUK3dAl9RFQVeqpbiZYEQZzJc9Q4IkMV3cx5dX7l0sJibsITWvpGfvb FA3IdhfaZlCpdk+KM1G1ag== 0000950132-95-000217.txt : 199506300000950132-95-000217.hdr.sgml : 19950630 ACCESSION NUMBER: 0000950132-95-000217 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950629 SROS: NYSE SROS: PSE 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: 1934 Act SEC FILE NUMBER: 001-03385 FILM NUMBER: 95550833 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 FORM 11-K 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 [FEE REQUIRED] For the fiscal year ended December 31, 1994 [ ] 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) Financial Statements and Exhibits The following Plan financial statements and supplemental schedule are attached hereto: 1. Independent Accountants' Report dated June 23, 1995 of Coopers & Lybrand L.L.P. for the Plan financial statements 2. Statements of Net Assets Available for Plan Benefits as of December 31, 1994 and 1993 3. Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended December 31, 1994 and 1993 4. Notes to Financial Statements 5. Supplemental Schedule of Assets Held for Investment Purposes as of December 31, 1994. 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 Coopers and Lybrand L.L.P. dated June 23, 1995 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 SAVER PLAN (Name of Plan) EMPLOYEE BENEFITS ADMINISTRATION BOARD By: ......./s/ GEORGE C. GREER........ George C. Greer, Chairman June 23, 1995 2 INDEPENDENT ACCOUNTANTS' REPORT H. J. HEINZ COMPANY EMPLOYEE BENEFITS ADMINISTRATION BOARD: We have audited the accompanying statements of net assets available for plan benefits of the H. J. Heinz Company SAVER Plan as of December 31, 1994 and 1993 and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Employee Benefits Administration Board of the H. J. Heinz Company. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the H. J. Heinz Company SAVER Plan as of December 31, 1994 and 1993 and the changes in net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. As discussed in note 9 to the financial statements, the H. J. Heinz Company SAVER Plan changed its method of accounting for payments due to participants in 1993, in accordance with the American Institute of Certified Public Accountants revised Audit and Accounting Guide "Audits of Employee Benefit Plans". Our audits were performed 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 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulation for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of net assets available for plan benefits and the statements of changes in net assets available for plan benefits is presented for the purpose of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedule and Fund Information 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/ COOPERS & LYBRAND L.L.P. Pittsburgh, Pennsylvania June 23, 1995 3 H. J. HEINZ COMPANY SAVER PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS as of December 31, 1994
H.J. Heinz Co. Magellan Retirement Gov't. Retirement Equity-Income Puritan Intermediate Stock Fund Fund Money Market Growth Fund Fund Fund Bond Fund -------------- -------- ------------------ ------------ ------------- -------- ------------- Assets: Investment in Master Trust (Note 8) $5,557,100 $1,633,829 $7,022,878 $947,745 $859,250 $746,955 $575,267 Investment - - - - - - - Investment income receivable: Dividends 54,123 - - - - - - Interest and other 437 - 33,273 - - - 3,257 ---------- ---------- ---------- -------- -------- -------- -------- Total investment income receivable 54,560 - 33,273 - - - 3,257 ---------- ---------- ---------- -------- -------- -------- -------- Contributions receivable: Employee 47,029 27,868 111,118 12,261 11,331 13,817 7,413 Employer 123,930 21,056 154,254 9,850 9,907 12,179 8,347 ---------- ---------- ---------- -------- -------- -------- -------- Total contributions receivable 170,959 48,924 265,372 22,111 21,238 25,996 15,760 ---------- ---------- ---------- -------- -------- -------- -------- Participant Loan Repayments 1,198 1,601 1,741 463 834 952 371 ---------- ---------- ---------- -------- -------- -------- -------- Total Assets 5,783,817 1,684,354 7,323,264 970,319 881,322 773,903 594,655 ---------- ---------- ---------- -------- -------- -------- -------- Net Assets Available for Plan Benefits $5,783,817 $1,684,354 $7,323,264 $970,319 $881,322 $773,903 $594,655 ========== ========== ========== ======== ======== ======== ======== Overseas Participants' Fund Loans Total -------------- ------------- ------------ Assets: Investment in Master Trust (Note 8) $190,061 $ - $17,533,085 Investment - 109,814 109,814 Investment income receivable: Dividends - - 54,123 Interest and other - - 36,967 ---------- --------- ----------- Total investment income receivable - - 91,090 ---------- --------- ----------- Contributions receivable: Employee 4,783 - 235,620 Employer 4,147 - 343,670 ---------- --------- ----------- Total contributions receivable 8,930 - 579,290 ---------- --------- ----------- Participant Loan Repayments 167 (7,327) - ---------- ---------- ----------- Total Assets 199,158 102,487 18,313,279 ----------- ---------- ----------- Net Assets Available for Plan Benefits $199,158 $102,487 $18,313,279 ========== ========== ===========
The accompanying notes are an integral part of the financial statements. 4 H. J. HEINZ COMPANY SAVER PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS as of December 31, 1993
H. J. Heinz Co. GIC Group Magellan Retirement Gov't. Retirement Equity-Income Stock Fund Trust Fund Fund Money Market Growth Fund Fund -------------- ---------- -------- ----------------- -------------- -------------- Assets: Investments $3,959,977 $- $1,247,481 $3,336,438 $508,567 $367,339 Dividends receivable 32,381 - - - - - Contributions receivable: Employee 41,260 - 24,218 57,775 10,075 9,845 Employer 106,885 - 29,525 154,051 14,490 18,302 ------------ ------------ ---------- ------------------ -------------- -------------- Total contributions receivable 148,145 - 53,743 211,826 24,565 28,147 ------------ ------------ ---------- ------------------ -------------- -------------- Receivable from Clorox plan (note 7) - - - 1,156,020 260,686 299,303 ------------ ------------ ---------- ------------------ -------------- -------------- Total Assets 4,140,503 - 1,301,224 4,704,284 793,818 694,789 ------------ ------------ ---------- ------------------ -------------- -------------- ------------ ------------ ---------- ------------------ -------------- -------------- Net Assets Available for Plan Benefits $4,140,503 $- $1,301,224 $4,704,284 $793,818 $694,789 ============ ============ ========== ================== ============== ==============
Puritan Intermediate Overseas Participants' Fund Bond Fund Fund Loans Total ----------- ------------ --------- ----------- -------------- Assets: Investments $486,867 $278,013 $73,930 $221,071 $10,479,683 Dividends receivable - - - - 32,381 Contributions receivable: Employee 10,740 7,545 1,710 - 163,168 Employer 16,418 14,173 6,498 - 360,342 ----------- ------------ --------- ----------- -------------- Total contributions receivable 27,158 21,718 8,208 - 523,510 ----------- ------------ --------- ----------- -------------- Receivable from Clorox plan (note 7) - 170,356 12,967 - 1,899,332 ----------- ------------ --------- ----------- -------------- Total Assets 514,025 470,087 95,105 221,071 12,934,906 ----------- ------------ --------- ----------- -------------- ----------- ------------ --------- ----------- -------------- Net Assets Available for Plan Benefits $514,025 $470,087 $95,105 $221,071 $12,934,906 =========== ============ ========= =========== ==============
The accompanying notes are an integral part of the financial statements. 5 H. J. HEINZ COMPANY SAVER PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS for the Year Ended December 31, 1994
H. J. Heinz Co. Magellan Retirement Gov't. Retirement Equity-Income Puritan Intermediate Stock Fund Fund Money Market Growth Fund Fund Fund Bond Fund -------------- -------- ------------------ ------------ ------------- -------- ------------- Net change in Investment in Master Trust (Note 8) $275,271 ($102,288) $421,821 ($9,317 ) ($40,084) $8,712 ($32,114) Additions: Participant contributions 739,251 339,217 1,126,900 137,587 150,736 171,636 113,277 Employer contributions 1,141,739 289,623 1,800,470 130,710 124,819 138,582 100,847 Transfer for Loan Repayments 16,956 21,452 27,545 7,848 10,591 11,134 5,507 ---------- ---------- ---------- -------- -------- -------- -------- Total additions 1,897,946 650,292 2,954,915 276,145 286,146 321,352 219,631 ---------- ---------- ---------- -------- -------- -------- -------- Deductions: Withdrawals 529,903 164,874 757,756 90,327 59,529 70,186 62,949 ---------- ---------- ---------- -------- -------- -------- -------- Total deductions 529,903 164,874 757,756 90,327 59,529 70,186 62,949 ---------- ---------- ---------- -------- -------- -------- -------- Net increase (decrease) in net assets available for plan benefits for the year 1,643,314 383,130 2,618,980 176,501 186,533 259,878 124,568 Net assets available for plan benefits at the beginning of the year 4,140,503 1,301,224 4,704,284 793,818 694,789 514,025 470,087 ---------- ---------- ---------- -------- -------- -------- -------- Net assets available for plan benefits at the end of the year $5,783,817 $1,684,354 $7,323,264 $970,319 $881,322 $773,903 $594,655 ========== ========== ========== ======== ======== ======== ======== Overseas Participants' Fund Loans Total -------------- -------------- ---------------- Net change in Investment in Master Trust (Note 8) $26,416 $ - $548,417 Additions: Participant contributions 39,665 - 2,818,269 Employer contributions 45,665 - 3,772,455 Transfer for Loan Repayments 2,290 (103,323) - -------- -------- ----------- Total additions 87,620 (103,323) 6,590,724 -------- -------- ----------- Deductions: Withdrawals 9,983 15,261 1,760,768 -------- -------- ----------- Total deductions 9,983 15,261 1,760,768 -------- -------- ----------- Net increase (decrease) in net assets available for plan benefits for the year 104,053 (118,584) 5,378,373 Net assets available for plan benefits at the beginning of the year 95,105 221,071 12,934,906 -------- -------- ----------- Net assets available for plan benefits at the end of the year $199,158 $102,487 $18,313,279 ======== ======== ===========
The accompanying notes are an integral part of the financial statements. 6 H. J. HEINZ COMPANY SAVER PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS for the Year Ended December 31, 1993
H. J. Heinz Co. GIC Group Magellan Retirement Gov't. Retirement Stock Fund Trust Fund Fund Money Market Growth Fund ---------------- ------------ ---------- ------------------ ------------- Additions: Investment income: Dividends $126,734 $- $92,483 $- $47,847 Interest - 6,590 - 55,284 - ---------------- ------------ ---------- ------------------ ------------- Total investment income 126,734 6,590 92,483 55,284 47,847 ---------------- ------------ ---------- ------------------ ------------- Participant contributions 356,933 - 107,075 623,513 38,212 Employer contributions, net of forfeitures applied 1,721,963 - 294,131 1,071,593 133,845 Merger of Portion Pac, Inc. plan assets (note 7) 385,699 - 371,568 967,125 70,695 Merger of Clorox plan assets (note 7) - - - 1,156,020 260,686 Transfers for repayments of participants' loans 2,013 - 1,977 4,785 741 Interfund transfers (111,088) 1,816 83,563 (87,791) 30,230 ---------------- ------------ ---------- ------------------ ------------- Net transfers (109,075) 1,816 85,540 (83,006) 30,971 ---------------- ------------ ---------- ------------------ ------------- Total additions 2,482,254 8,406 950,797 3,790,529 582,256 ---------------- ------------ ---------- ------------------ ------------- Deductions: Withdrawals 1,037,681 230,601 162,344 272,997 23,188 Net depreciation (appreciation) in fair value of investments 611,012 - (43,238) - (21,113) ---------------- ------------ ---------- ------------------ ------------- Total deductions 1,648,693 230,601 119,106 272,997 2,075 ---------------- ------------ ---------- ------------------ ------------- Net increase (decrease) in net assets available for plan benefits for the year 833,561 (222,195) 831,691 3,517,532 580,181 Net assets available for plan benefits at the beginning of the year 3,306,942 222,195 469,533 1,186,752 213,637 Net assets available for plan benefits at ---------------- ------------ ---------- ------------------ ------------- the end of the year $4,140,503 $- $1,301,224 $4,704,284 $793,818 ================ ============ ========== ================== ============= Equity-Income Puritan Intermediate Overseas Participants' Fund Fund Bond Fund Fund Loans Total ---------------- ------------ ------------ ---------- -------- ----------- Additions: Investment income: Dividends $9,623 $48,941 $- $1,103 $- $326,731 Interest - - 11,907 - - 73,781 ---------------- ------------ ------------ ---------- -------- ----------- Total investment income 9,623 48,941 11,907 1,103 - 400,512 ---------------- ------------ ------------ ---------- -------- ----------- Participant contributions 28,736 43,999 27,534 5,555 - 1,231,557 Employer contributions, net of forfeitures applied 109,548 146,141 90,993 40,370 - 3,608,584 Merger of Portion Pac, Inc. plan assets (note 7) 101,989 118,842 105,617 15,067 131,699 2,268,301 Merger of Clorox plan assets (note 7) 299,303 - 170,356 12,967 102,709 2,002,041 Transfers for repayments of participants' loans 1,060 1,689 727 345 (13,337) - Interfund transfers 7,230 40,234 19,563 16,243 - - ---------------- ------------ ------------ ---------- -------- ----------- Net transfers 8,290 41,923 20,290 16,588 (13,337) - ---------------- ------------ ------------ ---------- -------- ----------- Total additions 557,489 399,846 426,697 91,650 221,071 9,510,995 ---------------- ------------ ------------ ---------- -------- ----------- Deductions: Withdrawals 9,476 30,159 23,509 1,282 - 1,791,237 Net depreciation (appreciation) in fair value of investments (25,492) 5,747 1,468 (4,737) - 523,647 ---------------- ------------ ------------ ---------- -------- ----------- Total deductions (16,016) 35,906 24,977 (3,455) - 2,314,884 ---------------- ------------ ------------ ---------- -------- ----------- Net increase (decrease) in net assets available for plan benefits for the year 573,505 363,940 401,720 95,105 221,071 7,196,111 Net assets available for plan benefits at the beginning of the year 121,284 150,085 68,367 - - 5,738,795 Net assets available for plan benefits at ---------------- ------------ ------------ ---------- -------- ----------- the end of the year $694,789 $514,025 $470,087 $95,105 $221,071 $12,934,906 ================ ============ ============ ========== ======== ===========
The accompanying notes are an integral part of the financial statements. 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. The Plan was amended effective January 1, 1993 to provide for an age-related company contribution account, which is explained in detail below. General The Plan is a defined contribution plan covering eligible hourly employees actively employed by the Company or any of its 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 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 effective February 8, 1994. Bankers Trust Company had acted as trustee ("Former Trustee") under the Plan until February 7, 1994. Contributions Participant contributions to the Plan may be either tax deferred or after tax. The participant's maximum tax deferred and after tax contribution 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 his earnings. A participant may make contributions, in whole percentages, of not less than 1% of his 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 $9,240 and $8,994 in 1994 and 1993, respectively. This amount remains at $9,240 in 1995. 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 will 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. 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, 1994 and 1993, the matching contribution amounts at various divisions or plants of divisions ranged from 12 cents to $1.00 for each tax deferred dollar up to 6% 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 they are approved by the Committee. The supplemental contributions were $830,498 for the year ended December 31, 1994 and $731,773 for the year ended December 31, 1993. 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 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 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. 9 H. J. HEINZ COMPANY SAVER PLAN Notes to Financial Statements (Continued) 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 will be maintained for their tax deferred contributions, after tax account, which will be maintained for their after tax contributions, and rollover account, which will be maintained for their rollover contributions, will be fully vested at all times. A participant's matching account or supplemental account, (which will be maintained for the Company's matching contributions and supplemental contributions), will be fully vested upon the occurrence of any of the following events: completion of 3 or 5 years of service with respect to matching contributions and supplemental contributions, respectively, attainment of age 65, disability, or death. Participants will be vested in the value of their CCA contributions upon the occurrence of any of the following events: completion of 5 years of service, attainment of age 65, disability, or death. Withdrawals A participant may elect to withdraw from his after tax or rollover account up to 100% of his 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 service, shall receive a lump sum equal to the value of their vested account. Loans The granting of participant loans is prohibited by the Plan; however, the Plan accepted the existing participant loans from merged plans in 1993 (also see note 7). The interest rates for all outstanding loans for the years ended December 31, 1994 and 1993 ranged from 6.10% to 11.00% and 6.10% to 11.50% respectively. 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. 10 H. J. HEINZ COMPANY SAVER PLAN Notes to Financial Statements (Continued) Termination In accordance with the procedures set forth in the Plan, the Company may terminate the Plan at any time in whole or in part. To the extent permitted under Section 401(k) of the Internal Revenue Code and the regulations thereunder, in the event of the dissolution, merger, consolidation or reorganization of the Company, the Plan will terminate and the Trust Fund will be liquidated unless the Plan is continued by a successor to the Company in accordance with the Plan. If the Plan is completely or partially terminated, the accounts of all participants affected thereby will become fully vested and nonforfeitable to the extent funded. Currently, the Company has no intention of terminating the Plan. Administration Expenses All expenses of the Plan including record-keeping fees, administrative charges, professional fees, and Trustee fees for the years ended December 31, 1994 and 1993 were paid by the Company. (2) Summary of Significant Accounting Policies: Investment Valuation 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. Guaranteed investment contracts are recorded at contract value which includes principal and accumulated interest, which approximates market value. Temporary investments in short-term investment funds are valued at cost which approximates market value. Other 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. Certain reclassifications were made to prior year's amounts to conform with the 1994 presentation. 11 H. J. HEINZ COMPANY SAVER PLAN Notes to Financial Statements (Continued) (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 will be requested to review the Plan amendments made since the determination letter was granted. 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: Participants may direct the investment of their tax deferred and after tax contributions, in multiples of 1%, in any one or more of the Investment funds selected by the Committee. A description of the Investment funds are as follows. The H. J. Heinz Company Stock Fund consists of common stock of the Company. The GIC Group Trust Fund invests the contributions of plan participants in guaranteed investment contracts which are issued by insurance companies and banks that guarantee payment of interest and principal. The GIC Group Trust is managed by Fidelity Management Trust Company and available to other employee benefit trusts. Interest rates are determined annually for contributions made during the year. The actual interest rate for any funds in the GIC Group Trust after the initial year will be a blended rate based on the respective rates of interest earned by prior contributions. 12 H. J. HEINZ COMPANY SAVER PLAN Notes to Financial Statements (Continued) (4) Investment Programs (continued): Participant contributions to the GIC Group Trust Fund were discontinued in May, 1990. Balances in the GIC Group Trust Fund as of April 30, 1990 could remain in the Plan through the end of the contract period (March, 1993). Transfers out of this fund were permitted, with the restriction that transfers could not be made to the Retirement Government Money Market or Intermediate Bond Funds. This restriction was lifted March 4, 1993 when all affected participants were given written notice instructing them to transfer, before March 15, 1993, their account balance in the GIC Group Trust Fund to any other fund of the Plan; otherwise their account balance would be automatically transferred to the Retirement Government Money Market. The Magellan Fund is an aggressive growth fund, the assets of which are invested primarily in common stocks of both well-known and lesser-known companies with above-average growth potential and a correspondingly higher level of risk. The assets of the Retirement Government Money Market are invested in a money market fund. The assets consist of short-term obligations issued or guaranteed by the U. S. Government, its agencies or instrumentalities and repurchase agreements collateralized by U. S. Government obligations. The Retirement Growth Fund is an aggressive growth fund which seeks capital appreciation by investing primarily in common stocks, although it can invest in all types of securities. The assets of the Equity-Income Fund are invested primarily in common stocks, but are also invested in preferred stocks, corporate bonds and convertible securities. The assets of the Puritan Fund are invested in a broadly diversified portfolio of high-yielding securities. The assets consist of common stocks, preferred stocks and corporate bonds. The assets of the Intermediate Bond Fund are invested in high-quality, fixed-income obligations whose average maturity ranges between 3 and 10 years. The Overseas Fund is an aggressive growth fund which seeks long-term capital appreciation, primarily through investments in foreign securities. The Magellan, Retirement Government Money Market, Retirement Growth, Equity- Income, Puritan, Intermediate Bond, and Overseas Funds are managed by Fidelity Management and Research Company. 13 H. J. HEINZ COMPANY SAVER PLAN Notes to Financial Statements (Continued) (5) Net Asset Value per Unit: Beginning in February 1994, the interests of Plan participants are accounted for under a unit method. The corresponding market values are calculated using the previous day's units and current day's unit value. The number of units in each fund and the net asset value per unit are as follows:
December 31, 1994 ----------------- H. J. Heinz Co. Stock Fund................ 5,223,608 $1.074 Retirement Gov't Money Market............. 6,787,141 $1.040 Intermediate Bond Fund.................... 590,276 $ .980 Puritan Fund.............................. 733,864 $1.018 Equity-Income Fund........................ 857,165 $1.002 Magellan Fund............................. 1,663,979 $ .982 Retirement Growth Fund.................... 947,176 $1.001 Overseas Fund............................. 187,576 $1.013
(6) 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 $78,762 for the year ended December 31, 1994 and $90,581 for the year ended December 31, 1993. (7) Mergers: On February 28, 1994, the Board approved that the assets and liabilities of the Bargaining Unit Employees Savings Plan be merged into and succeeded by the Plan effective as of January 1, 1994. The participants' accounts held under the Bargaining Unit Employees Savings Plan were transferred to the Plan to be held subject to the provisions of the Plan. The transfer of assets amounted to approximately $90,000 and is reflected in the change in investment in master trust. On May 16, 1994, certain employees of Borden, Inc. became employees of Portion Pac, Inc. at which time they became eligible for participation in the Plan. On September 23, 1994, the Company granted pre-participation service for vesting purposes to the former Borden employees now participating in the Plan. Effective May 16, 1994, the benefits under the Plan were extended to certain eligible hourly employees of Portion-Pac who are employed at the Chatsworth, California facility. On April 14, 1993, the Board approved the merger of certain assets of the Portion Pac, Inc. Thrift Savings (401-(k)) Plan ("PPI Plan") into the Plan and certain participants of the PPI Plan became eligible for membership in the Plan effective June 1, 1993. The transfer of PPI Plan assets occurred on August 5, 1993. The total assets transferred from the PPI Plan to the Plan were $2,268,301 of which $131,699 represented PPI Plan participant loan balances. 14 H. J. HEINZ COMPANY SAVER PLAN Notes to Financial Statements (Continued) (7) Mergers (continued): On July 1, 1993, the Company purchased the Clorox Company's Food Service Products Division. Certain participants in the Clorox Company Tax Reduction Investment Plan ("TRIP") employed by the Clorox Company's Food Service Products Division ("Affected Participants") became eligible for membership in the Plan effective November 1, 1993. Affected Participants' TRIP loan balances of $102,709 were merged into the Plan effective December 1, 1993. All other TRIP assets related to Affected Participants were not transferred to the Plan until February 28, 1994. The Plan has recorded a transfer receivable of $1,899,332 at December 31, 1993. 15 H. J. HEINZ COMPANY SAVER PLAN Notes to Financial Statements (Continued) (8) Master Trust: In February of 1994, the Company entered into a Master Trust arrangement with Fidelity Management Trust Company. The Trustee maintains 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 table presents the Master Trust information for the Plan.
December 31, 1994 ----------------------------------------------------------------------------------------------------------- SAVER Plan Fair Value of Net Percentage of Investment of Investment Income Change in Interest in the Master Trust Dividends Interest the Fair Value Master Trust ----------------- ------------- ------------ ------------------ ------------------- H. J. Heinz Co. Stock Fund $143,205,971 $ 5,257,717 $ 51,747 $ 4,605,953 3.92% GIC Group Trust Fund 8,193,285 _ 363,062 2,307,732 _ Magellan Fund 27,559,136 1,073,737 _ (1,790,724) 5.93% Retirement Gov't Money Market 20,135,076 _ 627,211 1,113,986 34.88% Retirement Growth Fund 12,836,665 1,241,168 _ 197,898 7.38% Equity-Income Fund 8,587,688 800,233 _ (72,086) 10.01% Puritan Fund 16,513,195 1,213,761 _ 1,764,061 4.52% Intermediate Bond Fund 6,396,773 431,272 _ (1,110,613) 8.99% Asset Manager Growth Fund 1,282,079 34,220 _ 308,071 _ Asset Manager Income Fund 92,344 5,626 _ 10,846 _ Asset Manager Fund 1,380,270 48,729 _ 180,528 _ Overseas Fund 4,606,965 79,264 _ 1,563,569 4.13% Total ------------ ----------- ---------- ----------- ----- Master Trust $250,789,447 $10,185,727 $1,042,020 $ 9,079,221 7.01% ============ =========== ========== =========== =====
16 H.J. HEINZ COMPANY SAVER PLAN Notes to Financial Statements (Continued) (9) Change in Accounting: In accordance with the American Institute of Certified Public Accountants revised Audit and Accounting Guide "Audits of Employee Benefit Plans", ("Guide"), the Plan includes payments due to participants in net assets available for plan benefits in accordance with the Guide. Payments due to participants as of December 31, 1994 and 1993 were $78,906 and $21,978 respectively. This methodology differs from that required under ERISA. Therefore, for the Form 5500, the Plan includes such distributions payable as a liability of the Plan. (10) Subsequent Events: On April 11, 1995 the Plan was amended to allow participation by certain employees of the Quaker Oats Company and the All American Gourmet Company. Company contributions will be made from the date of acquisition of such companies. 17 H. J. HEINZ COMPANY EMPLOYEES SAVER PLAN EIN: 25 - 0542520 Plan 011 Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1994
(c) Description of investment including (b) Identity of issue, borrower, maturity date, rate of interest, collateral, (e) Current (a) lessor, or similar party par or maturity value (d) Cost Market Value - --- ---------------------------------- ----------------------------------------------- --------------- ------------------ * H. J. Heinz Company Participants Loans (6.10% to 11.50%) 102,487 102,487 -------------- -------------- $102,487 $102,487 ============== ==============
18 EXHIBIT INDEX 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 Coopers and Lybrand L.L.P. dated June 23, 1995 is filed herein. EX-23 2 ACCOUNTANTS CONSENT Exhibit 23 ACCOUNTANTS' CONSENT We consent to the incorporation by reference in the Registration Statement of H. J. Heinz Company SAVER Plan on Form S-8 (File No. 33-32563) of our report dated June 23, 1995 on our audits of the financial statements of the H. J. Heinz Company SAVER Plan as of December 31, 1994 and 1993 and for the years then ended, which report is included in this Annual Report on Form 11-K. /s/ COOPERS & LYBRAND L.L.P. Pittsburgh, Pennsylvania June 23, 1995 -----END PRIVACY-ENHANCED MESSAGE-----