-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B4X1zwgiyPLmFh9QG09dAW0voK0DHTL/JqqIG1BwdAhYTWFUUy1CJXeItt3QZaLQ abHD0+Q/LBlPw82xTcwTLQ== 0000950132-96-000409.txt : 19960629 0000950132-96-000409.hdr.sgml : 19960629 ACCESSION NUMBER: 0000950132-96-000409 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960627 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: 96587054 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 H.J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN 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, 1995 [ ] 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. Independent Accountants' Report dated June 18, 1996 of Coopers & Lybrand L.L.P. for the Plan financial statements 2. Statements of Net Assets Available for Plan Benefits as of December 31, 1995 and 1994 3. Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended December 31, 1995 and 1994 4. Notes to Financial Statements 5. Supplemental schedule of Assets Held for Investment Purposes as of December 31, 1995 6. Supplemental schedule of Reportable Transactions for the Year Ended December 31, 1995 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 21, 1996 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/ George C. Greer .................................... George C. Greer, Chairman June 21, 1996 2 REPORT OF INDEPENDENT ACCOUNTANTS 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 Employees Retirement and Savings Plan as of December 31, 1995 and 1994 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 Employees Retirement and Savings Plan as of December 31, 1995 and 1994 and the changes in net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. 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 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 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 schedules 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. COOPERS & LYBRAND L.L.P. Pittsburgh, Pennsylvania June 18, 1996 3 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS as of December 31, 1995
H. J. Heinz Co. GIC Group Magellan Retirement Gov't. Retirement Stock Fund Trust Fund Fund Money Market Growth Fund --------------- ------------- -------------- --------------- -------------- Assets: Investment in Master Trust (Note 8) $178,045,760 $8,720,454 $43,943,980 $19,861,604 $18,435,812 Investment -- -- -- -- -- Investment income receivable: Dividends 1,408,605 -- -- -- -- Interest and other 8,755 44,410 298 86,236 240 --------------- ------------- -------------- --------------- -------------- Total investment income receivable 1,417,360 44,410 298 86,236 240 --------------- ------------- -------------- --------------- -------------- Contributions receivable: Employee 373,230 19,989 252,183 193,151 86,893 Employer -- 35,333 339,314 362,027 142,059 --------------- ------------- -------------- --------------- -------------- Total contributions receivable 373,230 55,322 591,497 555,178 228,952 --------------- ------------- -------------- --------------- -------------- Participant Loan Repayments 8,078 145 957 701 480 --------------- ------------- -------------- --------------- -------------- Total Assets $179,844,428 $8,820,331 $44,536,732 $20,503,719 $18,665,484 --------------- ------------- -------------- --------------- -------------- Liabilities: Notes payable to H. J. Heinz Company -- -- -- -- -- Accrued interest due on note payable -- -- -- -- -- Accrued administrative expenses 160,343 7,831 39,262 17,823 16,472 --------------- ------------- -------------- --------------- -------------- Total Liabilities $160,343 $7,831 $39,262 $17,823 $16,472 --------------- ------------- -------------- --------------- -------------- Net Assets Available for Plan Benefits $179,684,085 $8,812,500 $44,497,470 $20,485,896 $18,649,012 =============== ============= ============== =============== ============== Equity-Income Puritan Intermediate Asset Manager Asset Mgr Fund Fund Bond Fund Growth Fund Income Fund --------------- -------------- -------------- -------------- ----------- Assets: Investment in Master Trust (Note 8) $15,424,913 $23,164,555 $7,777,063 $1,949,636 $287,937 Investment -- -- -- -- -- Investment income receivable: Dividends -- -- 42,646 -- Interest and other 346 192 76 25 7 --------------- ------------- -------------- --------------- -------------- Total investment income receivable 346 192 42,722 25 7 --------------- ------------- -------------- --------------- -------------- Contributions receivable: Employee 67,181 92,738 24,755 17,797 2,125 Employer 101,133 173,404 63,936 17,608 2,091 --------------- ------------- -------------- --------------- -------------- Total contributions receivable 168,314 266,142 88,691 35,405 4,216 --------------- ------------- -------------- --------------- -------------- Participant Loan Repayments 717 280 287 166 37 --------------- ------------- -------------- --------------- -------------- Total Assets $15,594,290 $23,431,169 $7,908,763 $1,985,232 $292,197 --------------- ------------- -------------- --------------- -------------- Liabilities: Notes payable to H. J. Heinz Company -- -- -- -- -- Accrued interest due on note payable -- -- -- -- -- Accrued administrative expenses 13,782 20,697 6,987 1,742 257 --------------- ------------- -------------- --------------- -------------- Total Liabilities $13,782 $20,697 $6,987 $1,742 $ 257 --------------- ------------- -------------- --------------- -------------- Net Assets Available for Plan Benefits $15,580,508 $23,410,472 $7,901,776 $1,983,490 $291,940 =============== ============= ============== =============== ============== Asset Manager Overseas Participants' ESOP Fund Fund Loans Trust Total ------------- ------------- ------------- --------------- ----------- Assets: Investment in Master Trust (Note 8) $1,685,378 $4,797,552 -- -- $324,094,644 Investment -- -- $310,793 $68,004,087 68,314,880 Investment income receivable: Dividends -- -- -- 546,843 1,998,094 Interest and other 47 10 -- -- 140,642 --------------- ------------- -------------- --------------- -------------- Total investment income receivable 47 10 -- 546,843 2,138,736 --------------- ------------- -------------- --------------- -------------- Contributions receivable: Employee 8,088 39,406 -- -- 1,177,536 Employer 12,765 21,298 -- 475,852 1,746,820 --------------- ------------- -------------- --------------- -------------- Total contributions receivable 20,853 60,704 -- 475,852 2,924,356 --------------- ------------- -------------- --------------- -------------- Participant Loan Repayments 215 90 (12,153) -- -- --------------- ------------- -------------- --------------- -------------- Total Assets $1,706,493 $4,858,356 $298,640 $69,026,782 $397,472,616 --------------- ------------- -------------- --------------- -------------- Liabilities: Notes payable to H. J. Heinz Company -- -- -- 25,504,184 25,504,184 Accrued interest due on note payable -- -- -- 48,851 48,851 Accrued administrative expenses 1,505 4,286 -- 86,439 377,426 --------------- ------------- -------------- --------------- -------------- Total Liabilities $1,505 $ 4,286 -- 25,639,474 $25,930,461 --------------- ------------- -------------- --------------- -------------- Net Assets Available for Plan Benefits $1,704,988 $4,854,070 $298,640 $43,387,308 $371,542,155 =============== ============= ============== =============== ==============
The accompanying notes are an integral part of the financial statements. 4 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS as of December 31, 1994
H. J. Heinz Co. GIC Group Magellan Retirement Gov't. Retirement Stock Fund Trust Fund Fund Money Market Growth Fund --------------- ------------- -------------- --------------- ------------- Assets: Investment in Master Trust (Note 8) $136,262,245 $8,193,285 $25,925,307 $13,112,198 $11,888,920 Investment -- -- -- -- -- Investment income receivable: Dividends 1,325,323 -- -- -- -- Interest and other 6,743 42,283 -- 60,454 -- --------------- ------------- ------------- ------------- --------------- Total investment income receivable 1,332,066 42,283 -- 60,454 -- --------------- ------------- ------------- ------------- --------------- Contributions receivable: Employee 368,788 26,136 163,019 494,733 69,568 Employer -- 39,170 247,588 250,618 127,192 --------------- ------------- ------------- ------------- --------------- Total contributions receivable 368,788 65,306 410,607 745,351 196,760 --------------- ------------- ------------- ------------- --------------- Participant Loan Repayments 2,551 377 949 593 546 --------------- ------------- ------------- ------------- --------------- Total Assets $137,965,650 $8,301,251 $26,336,863 $13,918,596 $12,086,226 --------------- ------------- ------------- ------------- --------------- Liabilities: Notes payable to H. J. Heinz Company -- -- -- -- -- Accrued interest due on note payable -- -- -- -- -- Accrued administrative expenses 87,735 5,223 16,531 8,361 7,581 --------------- ------------- ------------- ------------- --------------- Total Liabilities $87,735 $5,223 $16,531 $8,361 $7,581 --------------- ------------- ------------- ------------- --------------- Net Assets Available for Plan Benefits $137,877,915 $8,296,028 $26,320,332 $13,910,235 $12,078,645 =============== ============= ============= ============= =============== Equity-Income Puritan Intermediate Asset Manager Asset Mgr Fund Fund Bond Fund Growth Fund Income Fund ------------- -------------- -------------- ---------------- ---------- Assets: Investment in Master Trust (Note 8) $7,728,438 $15,766,240 $5,821,506 $1,282,079 $92,344 Investment -- -- -- -- -- Investment income receivable: Dividends -- -- -- -- -- Interest and other -- -- 32,679 -- -- ------------- ------------ ------------ --------------- ------------ Total investment income receivable -- -- 32,679 -- -- ------------- ------------ ------------ --------------- ------------ Contributions receivable: Employee 42,527 84,490 25,764 14,652 1,080 Employer 76,914 169,336 65,019 11,387 1,315 ------------- ------------ ------------ --------------- ------------ Total contributions receivable 119,441 253,826 90,783 26,039 2,395 ------------- ------------ ------------ --------------- ------------ Participant Loan Repayments 548 660 396 105 -- ------------- ------------ ------------ --------------- ------------ Total Assets $7,848,427 $16,020,726 $5,945,364 $1,308,223 $94,739 ------------- ------------ ------------ --------------- ------------ Liabilities: Notes payable to H. J. Heinz Company -- -- -- -- -- Accrued interest due on note payable -- -- -- -- -- Accrued administrative expenses 4,828 10,053 3,712 817 59 ------------- ------------ ------------ --------------- ------------ Total Liabilities $4,828 $10,053 $3,712 $817 $59 ------------- ------------ ------------ --------------- ------------ Net Assets Available for Plan Benefits $7,843,599 $16,010,673 $5,941,652 $1,307,406 $94,680 ============= ============ ============ =============== ============ Asset Manager Overseas Participants' ESOP Fund Fund Loans Trust Total ------------- -------------- ------------ --------------- --------------- Assets: Investment in Master Trust (Note 8) $1,380,270 $4,416,904 -- -- $231,869,736 Investment -- -- $298,565 $51,996,154 52,294,719 Investment income receivable: Dividends -- -- -- 577,421 1,902,744 Interest and other -- -- -- -- 142,159 ---------- ------------ ------------- ------------ -------------- Total investment income receivable -- -- -- 577,421 2,044,903 ---------- ------------ ------------- ------------ -------------- Contributions receivable: Employee 6,471 37,452 -- -- 1,334,680 Employer 8,760 23,315 -- 398,378 1,418,992 ---------- ------------ ------------- ------------ -------------- Total contributions receivable 15,231 60,767 -- 398,378 2,753,672 ---------- ------------ ------------- ------------ -------------- Participant Loan Repayments 82 282 (7,089) -- -- ---------- ------------ ------------- ------------ -------------- Total Assets $1,395,583 $4,477,953 $291,476 $52,971,953 $288,963,030 ---------- ------------ ------------- ------------ -------------- Liabilities: Notes payable to H. J. Heinz Company -- -- -- 30,733,139 30,733,139 Accrued interest due on note payable -- -- -- 121,027 121,027 Accrued administrative expenses 880 2,816 -- 47,409 196,005 ---------- ------------ ------------- ------------ -------------- Total Liabilities $880 $2,816 -- $30,901,575 $31,050,171 ---------- ------------ ------------- ------------ -------------- Net Assets Available for Plan Benefits $1,394,703 $4,475,137 $291,476 $22,070,378 $257,912,859 ========== ============ ============= ============ ==============
The accompanying notes are an integral part of the financial statements. 5 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS for the Year Ended December 31, 1995
H. J. Heinz Co. GIC Group Magellan Retirement Gov't. Retirement Stock Fund Trust Fund Fund Money Market Growth Fund --------------- ------------- -------------- ----------------- -------------- Net Change in Investment in Master Trust (Note 8) $47,063,068 $93,186 $12,552,695 $1,225,307 $3,960,178 Additions: Investment income: Dividends -- -- -- -- -- Interest -- -- -- -- -- --------------- ------------- -------------- --------------- -------------- Total investment income -- -- -- -- -- --------------- ------------- -------------- --------------- -------------- Participant contributions 5,249,142 346,995 3,315,823 3,435,835 1,412,297 Age-related employer contributions -- 496,955 3,791,118 4,124,919 1,893,215 ESOP debt service funding -- -- -- -- -- Transfer for Loan Repayments 19,898 1,702 13,217 8,388 5,170 --------------- ------------- -------------- --------------- -------------- Total additions 5,269,040 845,652 7,120,158 7,569,142 3,310,682 --------------- ------------- -------------- --------------- -------------- Deductions: Withdrawals 9,999,972 394,211 1,371,389 2,163,711 649,141 Administrative expenses 525,966 28,155 124,326 55,077 51,352 Interest expense on note payable -- -- -- -- -- Net (appreciation) depreciation in fair value of investments -- -- -- -- -- --------------- ------------- -------------- --------------- -------------- Total deductions 10,525,938 422,366 1,495,715 2,218,788 700,493 --------------- ------------- -------------- --------------- -------------- Net increase (decrease) in net assets available for plan benefits for the year 41,806,170 516,472 18,177,138 6,575,661 6,570,367 Net assets available for plan benefits at the beginning of the year 137,877,915 8,296,028 26,320,332 13,910,235 12,078,645 --------------- ------------- -------------- --------------- -------------- Net assets available for plan benefits at the end of the year $179,684,085 $8,812,500 $44,497,470 $20,485,896 $18,649,012 ============== ============ ============= ============== ============= Equity-Income Puritan Intermediate Asset Manager: Asset Manager: Fund Fund Bond Fund Growth Fund Income Fund --------------- -------------- -------------- -------------- -------------- Net Change in Investment in Master Trust (Note 8) $5,835,428 $4,555,365 $1,050,082 $93,817 $129,067 Additions: Investment income: Dividends -- -- -- -- -- Interest -- -- -- -- -- --------------- -------------- -------------- -------------- ---------- Total investment income -- -- -- -- -- --------------- -------------- -------------- -------------- ---------- Participant contributions 1,136,641 1,562,700 372,058 420,200 45,757 Age-related employer contributions 1,207,364 2,304,625 903,478 183,895 25,568 ESOP debt service funding -- -- -- -- -- Transfer for Loan Repayments 6,844 3,793 5,793 1,762 409 --------------- -------------- -------------- -------------- ---------- Total additions 2,350,849 3,871,118 1,281,329 605,857 71,734 --------------- -------------- -------------- -------------- ---------- Deductions: Withdrawals 409,068 961,682 348,398 18,277 2,859 Administrative expenses 40,300 65,002 22,889 5,313 682 Interest expense on note payable -- -- -- -- -- Net (appreciation) depreciation in fair value of investments -- -- -- -- -- --------------- -------------- -------------- -------------- ---------- Total deductions 449,368 1,026,684 371,287 23,590 3,541 --------------- -------------- -------------- -------------- ---------- Net increase (decrease) in net assets available for plan benefits for the year 7,736,909 7,399,799 1,960,124 676,084 197,260 Net assets available for plan benefits at the beginning of the year 7,843,599 16,010,673 5,941,652 1,307,406 94,680 --------------- -------------- -------------- -------------- ---------- Net assets available for plan benefits at the end of the year $15,580,508 $23,410,472 $7,901,776 $1,983,490 $291,940 =============== ============== ============== ============== ========== Asset Manager Overseas Participants' ESOP Fund Fund Loans Trust Total ------------- -------------- ------------- --------------- --------------- Net Change in Investment in Master Trust (Note 8) ($11,880) ($310,847) -- -- $76,235,466 Additions: Investment income: Dividends -- -- -- $2,098,792 2,098,792 Interest -- -- -- 14,920 14,920 -------------- ------------- ------------ ------------- -------------- Total investment income -- -- -- 2,113,712 2,113,712 -------------- ------------- ------------ ------------- -------------- Participant contributions 222,777 601,644 -- -- 18,121,869 Age-related employer contributions 135,024 329,466 -- -- 15,395,627 ESOP debt service funding -- -- -- 4,733,954 4,733,954 Transfer for Loan Repayments 2,200 1,422 ($70,598) -- -- -------------- ------------- ------------ ------------- -------------- Total additions 360,001 932,532 (70,598) 6,847,666 40,365,162 -------------- ------------- ------------ ------------- -------------- Deductions: Withdrawals 33,086 228,924 (77,762) 1,859,304 18,362,260 Administrative expenses 4,750 13,828 -- 175,207 1,112,847 Interest expense on note payable -- -- -- 1,419,350 1,419,350 Net (appreciation) depreciation in fair value of investments -- -- -- (17,923,125) (17,923,125) -------------- ------------- ------------ ------------- -------------- Total deductions 37,836 242,752 (77,762) (14,469,264) 2,971,332 -------------- ------------- ------------ ------------- -------------- Net increase (decrease) in net assets available for plan benefits for the year 310,285 378,933 7,164 21,316,930 113,629,296 Net assets available for plan benefits at the beginning of the year 1,394,703 4,475,137 291,476 22,070,378 257,912,859 -------------- ------------- ------------ ------------- -------------- Net assets available for plan benefits at the end of the year $1,704,988 $4,854,070 $298,640 $43,387,308 $371,542,155 ============== ============= ============ ============= ==============
The accompanying notes are an integral part of the financial statements. 6 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS for the Year Ended December 31, 1994
H. J. Heinz Co. GIC Group Magellan Retirement Gov't. Retirement Stock Fund Trust Fund Fund Money Market Growth Fund --------------- ------------- -------------- --------------- -------------- Net Change in Investment in Master Trust (Note 8) $4,330,682 $2,307,732 ($1,688,436) $692,165 $207,215 Additions: Investment income: Dividends -- -- -- -- -- Interest -- -- -- -- -- ------------- ----------- ------------ ------------- ------------- Total investment income -- -- -- -- -- ------------- ----------- ------------ ------------- ------------- Participant contributions 4,451,505 326,725 2,571,938 2,094,142 1,092,435 Age-related employer contributions 1,370 414,746 3,177,341 2,654,933 1,637,883 ESOP debt service funding -- -- -- -- -- Transfer for Loan Repayments 109,751 8,678 30,838 9,581 12,509 ------------- ----------- ------------ ------------- ------------- Total additions 4,562,626 750,149 5,780,117 4,758,656 2,742,827 ------------- ----------- ------------ ------------- ------------- Deductions: Withdrawals 10,451,137 367,590 1,289,312 764,943 526,030 Administrative expenses 413,962 31,988 84,165 38,995 37,286 Interest expense on note payable -- -- -- -- -- Net (appreciation) depreciation in fair value of investments -- -- -- -- -- ------------- ----------- ------------ ------------- ------------- Total deductions 10,865,099 399,578 1,373,477 803,938 563,316 ------------- ----------- ------------ ------------- ------------- Net increase (decrease) in net assets available for plan benefits for the year (1,971,791) 2,658,303 2,718,204 4,646,883 2,386,726 Net assets available for plan benefits at the beginning of the year 139,849,706 5,637,725 23,602,128 9,263,352 9,691,919 ------------- ----------- ------------ ------------- ------------- Net assets available for plan benefits at the end of the year $137,877,915 $8,296,028 $26,320,332 $13,910,235 $12,078,645 ============= =========== ============ ============= ============= Equity-Income Puritan Intermediate Asset Manager: Asset Manager: Fund Fund Bond Fund Growth Fund Income Fund ------------- ------------ -------------- -------------- -------------- Net Change in Investment in Master Trust (Note 8) ($32,002) $1,755,349 ($1,078,499) $308,071 $10,846 Additions: Investment income: Dividends -- -- -- -- -- Interest -- -- -- -- -- ------------ ------------ ------------- ------------ ------------ Total investment income -- -- -- -- -- ------------ ------------ ------------- ------------ ------------ Participant contributions 672,191 1,282,804 462,281 205,649 24,380 Age-related employer contributions 944,753 1,935,797 849,660 138,185 19,259 ESOP debt service funding -- -- -- -- -- Transfer for Loan Repayments 10,393 17,411 7,439 2,613 427 ------------ ------------ ------------- ------------ ------------ Total additions 1,627,337 3,236,012 1,319,380 346,447 44,066 ------------ ------------ ------------- ------------ ------------ Deductions: Withdrawals 615,014 713,852 464,595 43,440 93,747 Administrative expenses 25,525 48,686 19,194 4,672 444 Interest expense on note payable -- -- -- -- -- Net (appreciation) depreciation in fair value of investments -- -- -- -- -- ------------ ------------ ------------- ------------ ------------ Total deductions 640,539 762,538 483,789 48,112 94,191 ------------ ------------ ------------- ------------ ------------ Net increase (decrease) in net assets available for plan benefits for the year 954,796 4,228,823 (242,908) 606,406 (39,279) Net assets available for plan benefits at the beginning of the year 6,888,803 11,781,850 6,184,560 701,000 133,959 ------------ ------------ ------------- ------------ ------------ Net assets available for plan benefits at the end of the year $7,843,599 $16,010,673 $5,941,652 $1,307,406 $94,680 ============ ============ ============= ============ ============ Asset Manager Overseas Participants' ESOP Fund Fund Loans Trust Total ------------- ------------- ------------- ------------ ------------ Net Change in Investment in Master Trust (Note 8) $180,528 $1,537,153 -- -- $8,530,804 Additions: Investment income: Dividends -- -- -- $1,971,061 1,971,061 Interest -- -- -- 158,397 158,397 ------------- ------------ ------------ ------------ ------------- Total investment income -- -- -- 2,129,458 2,129,458 ------------- ------------ ------------ ------------ ------------- Participant contributions 118,444 548,964 -- -- 13,851,458 Age-related employer contributions 112,061 246,485 -- -- 12,132,473 ESOP debt service funding -- -- -- 4,375,295 4,375,295 Transfer for Loan Repayments 2,620 11,559 ($223,819) -- -- ------------- ------------ ------------ ------------ ------------- Total additions 233,125 807,008 (223,819) 6,504,753 32,488,684 ------------- ------------ ------------ ------------ ------------- Deductions: Withdrawals 35,054 177,927 9,947 1,372,130 16,924,718 Administrative expenses 3,898 13,960 -- 160,185 882,960 Interest expense on note payable -- -- -- 1,787,027 1,787,027 Net (appreciation) depreciation in fair value of investments -- -- -- (1,180,000) (1,180,000) ------------- ------------ ------------ ------------ ------------- Total deductions 38,952 191,887 9,947 2,139,342 18,414,705 ------------- ------------ ------------ ------------ ------------- Net increase (decrease) in net assets available for plan benefits for the year 374,701 2,152,274 (233,766) 4,365,411 22,604,783 Net assets available for plan benefits at the beginning of the year 1,020,002 2,322,863 525,242 17,704,967 235,308,076 ------------- ------------ ------------ ------------ ------------- Net assets available for plan benefits at the end of the year $1,394,703 $4,475,137 $291,476 $22,070,378 $257,912,859 ============= ============ ============ ============ =============
The accompanying notes are an integral part of the financial statements. 7 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (1) Plan Description: General 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. 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 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; 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 statement of net assets available for plan benefits and the statement of changes in net assets available for plan 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, 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 $9,240 in 1995 and 1994. This amount is $9,500 in 1996. A participant affected by these limitations will be given timely notification by the Committee. 8 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) Contributions (continued) The Company will contribute on behalf of each participating employee an amount equivalent to the tax deferred contribution which does not exceed 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 will come from the shares held in the separate, leveraged employee stock ownership plan ("ESOP") trust. The ESOP is described in greater detail in note 7. 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, with the exception of the H. J. Heinz Company Stock Fund. 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 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. 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 (or in the case of the matching contribution of a participant who was an employee as of December 31, 1992, 36 months of continuous membership in the Plan, if earlier), job elimination, workforce reduction, termination of employment after attainment of age 55, attainment of age 65, total and permanent disability, or death. Withdrawals A participant may elect to withdraw from their after tax or rollover account up to 100% of their account balance. 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) is eligible for a "hardship" withdrawal in accordance with the rules of the Plan, or (c) has attained age 59 1/2. 9 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) Withdrawals (continued) 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 matching and tax deferred accounts 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. 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. Any outstanding loan as of December 31, 1989 shall continue to be administered in accordance with the loan rules established by the Committee as in effect on such date. During 1995, the Plan accepted the existing participant's loans resulting from the acquisition of The Quaker Oats Company. The interest rates for all outstanding loans for the years ended December 31, 1995 and 1994, ranged from 6.45% to 12.50% and 6.06% to 12.50%, 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. 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. 10 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) Administrative Expenses Expenses of the Plan including record-keeping fees, administrative charges, professional fees, and trustee fees, may be paid by the Trustees from the assets of the Trust Funds unless paid by the Company. For the years ended December 31, 1995 and 1994 administrative expenses of $1,112,847 and $882,960, respectively were paid by the Trustees from the assets of the Plan. 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 year ended December 31, 1995 and 1994 were $56,385 and $37,082 respectively. (2) Summary of Significant Accounting Policies: Investment Valuation 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 the Company's common stock 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 The Plan presents in the statements of changes in net assets available for plan 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. 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. 11 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) (3) Federal Income Taxes: (continued) 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, 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. (4) Investment Programs: Participants may direct the investment of their accounts (except the match account) 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 is 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 and the rate of interest earned with respect to contributions made under the Plan for the current year. Consequently, the blended rate will be affected by the amount and timing of contributions to the GIC Group Trust and by the interest rate negotiated by Fidelity with the insurance companies at the beginning of each year for contributions made in that year and the interest rates made in prior years. 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. The assets of the Retirement Government Money Market Fund are invested in 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. 12 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) (4) Investment Programs (continued): 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 assets of the Asset Manager Fund are allocated among and across domestic and foreign equities, bonds and short-term instruments. The Fund seeks high total return. The assets of the Asset Manager: Growth Fund are allocated among three principal asset classes: stocks, bonds and short-term instruments. However, the Fund may invest in many types of domestic and foreign securities. The Fund seeks to maximize total return over the long term. The Asset Manager: Income Fund seeks a high level of current income by maintaining a diversified portfolio of stocks, bonds, short-term instruments, and other investments. The asset mix is designed to provide a conservative asset allocation across various market conditions. The Magellan, Retirement Government Money Market, Retirement Growth, Equity- Income, Puritan, Intermediate Bond, Overseas, Asset Manager, Asset Manager: Growth and Asset Manager: Income Funds are managed by Fidelity Management and Research Company. (5) Net Asset Value per Unit: 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, 1995 December 31, 1994 ----------------- ----------------- Value per Value per Units Unit Units Unit ------------- --------- ------------- --------- H. J. Heinz Co. Stock Fund...... 145,039,083 $1.240 154,452,367 $ .890 Retirement Gov't. Money Market 17,809,166 $1.117 12,731,115 $1.061 GIC Group Trust Fund............ 7,382,311 $1.188 7,337,852 $1.123 Intermediate Bond Fund.......... 6,403,736 $1.221 5,384,402 $1.088 Puritan Fund.................... 15,623,870 $1.483 12,873,729 $1.225 Equity-Income Fund.............. 9,751,870 $1.582 6,417,131 $1.204 Magellan Fund................... 26,547,564 $1.655 21,345,134 $1.215 Retirement Growth Fund.......... 12,282,760 $1.501 9,798,286 $1.213 Overseas Fund................... 3,816,811 $1.257 3,811,569 $1.159 Asset Manager Fund.............. 1,368,795 $1.231 1,320,225 $1.045 Asset Manager: Growth Fund..... 1,529,838 $1.274 1,202,440 $1.066 Asset Manager: Income Fund..... 238,482 $1.207 88,486 $1.044
13 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) (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, or may be used to pay plan administrative expenses, effective January 1, 1993. Forfeitures were $292,770 for the year ended December 31, 1995 and $182,718 for the year ended December 31, 1994. (7) ESOP Trust: On September 12, 1995, the Company's board of directors authorized a three- for-two common stock split, effective October 3, 1995. There was no adjustment in the stock's par value or the total number of authorized common shares. All common share amounts reflect the three-for-two common stock split. 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 1995 and 1994, the number of shares released from the suspense account for allocation to participant accounts as a result of principal repayments was 232,706 and 243,518, 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, 1995 and 1994, $35,394,598 and $31,979,461, 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, 1995 and 1994, the weighted average interest rate was 5.31% and 5.43%, respectively. Repayment of the loan will be made through periodic payments. Dividends paid by the Company on allocated and unallocated shares of the Heinz Common Stock will be 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 amount of ESOP debt required to be retired in each of the five years succeeding 1995 is: $3,484,079 in 1996, $2,253,129 in 1997, $2,380,375 in 1998, $2,514,808 in 1999 and $2,656,834 in 2000. The loan has a stated maturity of July 31, 2004. 14 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS 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 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 table presents the Master Trust information for the Plan.
December 31, 1995 ---------------------------------------------------------------------------------------------------- Retirement & Savings 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 $ 190,346,778 $ 5,741,208 $ 97,109 $ 49,699,783 94.28% GIC Group Trust Fund 8,764,836 -- 521,228 93,186 100.00% Magellan Fund 47,107,694 2,671,740 -- 13,341,534 93.28% Retirement Gov't Money Market 31,361,409 -- 1,363,678 1,483,352 63.61% Retirement Growth Fund 20,031,315 1,876,802 -- 4,236,785 92.03% Equity-Income Fund 16,904,363 872,984 -- 6,167,811 91.25% Puritan Fund 24,562,632 1,219,598 -- 4,749,749 94.31% Intermediate Bond Fund 8,678,410 477,244 -- 1,137,970 90.11% Asset Manager Growth Fund 1,949,636 29,050 -- 93,817 100.00% Asset Manager Income Fund 287,936 9,488 -- 129,067 100.00% Asset Manager Fund 1,685,378 47,165 -- (11,880) 100.00% Overseas Fund 5,134,990 116,705 -- (318,970) 93.43% ---------------- --------------- ------------ --------------- ------------ Total Master Trust $ 356,815,377 $ 13,061,984 $ 1,982,015 $ 80,802,204 91.28% ================ =============== =========== =============== ============
15 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) (8) Master Trust (continued):
December 31, 1995 ------------------------------------------------------------------------------------------- Retirement & Savings 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 96.08% GIC Group Trust Fund 8,193,285 -- 363,062 2,307,732 100.00% Magellan Fund 27,559,136 1,073,737 -- (1,790,724) 94.07% Retirement Gov't Money Market 20,135,076 -- 627,211 1,113,986 65.12% Retirement Growth Fund 12,836,665 1,241,168 -- 197,898 92.62% Equity-Income Fund 8,587,688 800,233 -- (72,086) 89.99% Puritan Fund 16,513,195 1,213,761 -- 1,764,061 95.48% Intermediate Bond Fund 6,396,773 431,272 -- (1,110,613) 91.01% Asset Manager Growth Fund 1,282,079 34,220 -- 308,071 100.00% Asset Manager Income Fund 92,344 5,626 -- 10,846 100.00% Asset Manager Fund 1,380,270 48,729 -- 180,528 100.00% Overseas Fund 4,606,965 79,264 -- 1,563,569 95.87% --------------- ------------ ----------- -------------- ------------ Total Master Trust $ 250,789,447 $ 10,185,727 $ 1,042,020 $ 9,079,221 92.99% =============== ============ =========== ============== ============
16 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) (9) Mergers: On June 13, 1995, the Board approved the transfer of certain assets and liabilities of the Tasty Frozen Products 401(k) Plan which are attributable to salaried employees into the Plan effective June 30, 1995. The transfer of assets amounted to approximately $339,000 and is reflected in participant contributions. On April 11, 1995, the Board approved an amendment to the plan to grant participation of certain employees of The Quaker Oats Company and All American Gourmet Company. Company contributions were made from the date of acquisition of these companies. Pre-participation service was granted to these employees for vesting purposes. On April 11, 1995, the Board approved the adoption of the Plan by the U.S. corporations and affiliates of Heinz Bakery Products on behalf of their salaried employees. On February 28, 1994, the Board approved the merger of certain assets of the Weight Watchers of Wisconsin, Inc. 401(k) Plan and the Escalon Packers, Inc. Profit Sharing 401 (k) Plan into the Plan and certain participants of the two plans became eligible for membership in the Plan. The transfer of assets occurred in April and May respectively, in the amounts of $53,077 and $183,479 and are 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. The Company granted pre-participation service for vesting purposes to the former Borden employees now participating in the Plan. (10) Form 5500 Reconciliation: In accordance with the American Institute of Certified Public Accountants revised Audit and Accounting Guide "Audits of Employee Benefit Plans", the Plan includes payments due to participants in net assets available for plan benefits. The Plan previously presented such amounts as a liability. Payments due to participants as of December 31, 1995 and 1994 were $3,474,745 and $1,827,758 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. 17 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN EIN: 25 - 0542520 PLAN 009 ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1995
(c) Description of investment including (b) Identity of issue, borrower, maturity date, rate of interest (e) Market (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; 2,049,119 $ 43,287,639 $ 67,877,072 Mellon Bank EB Temporary Investment Fund $ 127,015 $ 127,015 * H. J. Heinz Company Participants' Loans $ 298,640 $ 298,640 Interest Rates, 6.45%-12.5%
18 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN EIN: 25 - 0542520 PLAN 009 ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995
(a) Identity of Party (b) Description (c) Purchase (d) Selling Involved of Asset Price Price - ---------------------------- --------------------------------- -------------- ------------- Execution Services Inc. H. J. Heinz Company Common Stock -- 1,346,443 (22 sales) Cantor Fitzgerald & Co. Inc. H. J. Heinz Company Common Stock -- 419,013 (3 sales) Mellon Bank EB Temporary Investment Fund -- 3,863,755 (63 sales) Mellon Bank EB Temporary Investment Fund 3,787,401 -- (110 purchases) Mellon Bank H. J. Heinz Company Common Stock 5,228,955 -- (ESOP) (6 purchases)
(f) Expense (h) Current Value (i) Net incurred with (g) Cost of of Asset on Gain Transaction Asset Transaction Date (Loss) - --------------- ----------- ------------------ -------- 1,820 907,322 1,346,443 439,121 528 309,427 419,013 109,586 -- 3,863,755 3,863,755 -- -- 3,787,401 3,787,401 -- -- 5,228,955 5,228,955 --
19 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 Coopers and Lybrand L.L.P. dated June 21, 1996 is filed herein. EX-23 2 CONSENT OF COOPERS & LYBRAND L.L.P. Exhibit 23 ACCOUNTANTS' CONSENT We consent to the incorporation by reference in the Registration Statement of H. J. Heinz Company Employees Retirement and Savings Plan on Form S-8 (File No. 2-51719) of our report dated June 18, 1996 on our audits of the financial statements of the H. J. Heinz Company Employees Retirement and Savings Plan as of December 31, 1995 and 1994 and for the years then ended, which report is included in this Annual Report on Form 11-K. /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. Pittsburgh, Pennsylvania June 21, 1996 -----END PRIVACY-ENHANCED MESSAGE-----