-----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, JbXDIBXZmiaLjLEN5PUZUiEOK/rD7Rggnycsn5UHGAwZAPumm/QZHGTZD/PZ9ZOh i/Eu6jXRN6mFtnE0gVIUzw== 0000950132-99-000635.txt : 19990630 0000950132-99-000635.hdr.sgml : 19990630 ACCESSION NUMBER: 0000950132-99-000635 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEINZ H J CO CENTRAL INDEX KEY: 0000046640 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 250542520 STATE OF INCORPORATION: PA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-03385 FILM NUMBER: 99654589 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 HEINZ EMPLOYEE SAVINGS & RETIREMENT 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 [NO FEE REQUIRED] For the fiscal year ended December 31, 1998 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to ---------- ----------- Commission file number 1-3385 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN (Title of Plan) H. J. Heinz Company (Name of Issuer of securities held pursuant to the Plan) 600 Grant Street Pittsburgh, PA 15219 (Address of Plan and of principal executive office of Issuer) Financial Statements and Exhibits The following Plan financial statements, schedules and reports are attached hereto: 1. Report of Independent Accountants dated May 28, 1999 of PricewaterhouseCoopers LLP for the Plan financial statements 2. Statements of Net Assets Available for Benefits as of December 31, 1998 and 1997 3. Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1998 4. Notes to Financial Statements 5. Supplemental Schedule of Assets Held for Investment Purposes as of December 31, 1998 6. Supplemental Schedule of Reportable Transactions for the Year Ended December 31, 1998 Exhibits required to be filed by Item 601 of Regulation S-K are listed below and are filed as a part hereof. Documents not designated as being incorporated herein by reference are filed herewith. The paragraph number corresponds to the exhibit number designated in Item 601 of Regulation S-K. 23. The consent of PricewaterhouseCoopers LLP dated June 28, 1999 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/ Gary D. Matson .................................... Gary D. Matson, Chairman June 28, 1999 2 REPORT OF INDEPENDENT ACCOUNTANTS H. J. HEINZ COMPANY EMPLOYEE BENEFITS ADMINISTRATION BOARD: In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the H. J. Heinz Company Employees Retirement and Savings Plan (the "Plan") at December 31, 1998 and 1997, and the change in net assets available for benefits for the year ended December 31, 1998 in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Employee Benefits Administration Board; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes and the supplemental schedule of reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and 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 benefits and the statement of changes in net assets available for 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 benefits of each fund. These supplemental schedules and fund information are the responsibility of the Employee Benefits Administration Board. 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/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Pittsburgh, Pennsylvania May 28, 1999 3 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS as of December 31, 1998
H. J. Heinz Co. Managed Income Magellan Retirement Gov't. Overseas Stock Fund Portfolio Fund Money Market Fund --------------- -------------- -------------- --------------- -------------- Assets: Investment in Master Trust (Notes 4,8) $218,862,356 $10,172,347 $68,189,561 $47,098,735 $10,375,302 Investment -- -- -- -- -- Investment income receivable: Dividends 1,313,878 -- -- -- -- Interest and other 54,126 47,476 93 227,318 248 --------------- ------------- -------------- --------------- -------------- Total investment income receivable 1,368,004 47,476 93 227,318 248 --------------- ------------- -------------- --------------- -------------- Contributions receivable: Employee 269,053 8,827 131,685 201,588 25,427 Employer 15,443 19,478 195,709 350,295 20,711 --------------- ------------- -------------- --------------- -------------- Total contributions receivable 284,496 28,305 327,394 551,883 46,138 --------------- ------------- -------------- --------------- -------------- Participant Loan Receivable 433 -- 149 14 11 --------------- ------------- -------------- --------------- -------------- Total Assets $220,515,289 $10,248,128 $68,517,197 $47,877,950 $10,421,699 --------------- ------------- -------------- --------------- -------------- Liabilities: Notes payable to H. J. Heinz Company -- -- -- -- -- Accrued interest due on note payable -- -- -- -- -- Accrued administrative expenses 41,423 1,922 12,826 8,902 1,952 --------------- ------------- -------------- --------------- -------------- Total Liabilities 41,423 1,922 12,826 8,902 1,952 --------------- ------------- -------------- --------------- -------------- Net Assets Available for Benefits $220,473,866 $10,246,206 $68,504,371 $47,869,048 $10,419,747 =============== ============= ============== =============== ==============
Equity-Income Puritan Intermediate OTC Fund Fund Bond Fund Portfolio --------------- -------------- -------------- -------------- Assets: Investment in Master Trust (Notes 4,8) $36,517,509 $34,502,760 $10,843,323 $8,513,673 Investment -- -- -- -- Investment income receivable: Dividends -- -- 53,712 -- Interest and other 45 88 -- -- --------------- ------------- -------------- --------------- Total investment income receivable 45 88 53,712 -- --------------- ------------- -------------- --------------- Contributions receivable: Employee 83,645 60,485 14,058 15,637 Employer 104,785 109,508 35,387 13,204 --------------- ------------- -------------- --------------- Total contributions receivable 188,430 169,993 49,445 28,841 --------------- ------------- -------------- --------------- Participant Loan Receivable 122 104 -- 10 --------------- ------------- -------------- --------------- Total Assets $36,706,106 $34,672,945 $10,946,480 $8,542,524 --------------- ------------- -------------- --------------- Liabilities: Notes payable to H. J. Heinz Company -- -- -- -- Accrued interest due on note payable -- -- -- -- Accrued administrative expenses 6,869 6,490 2,050 1,601 --------------- ------------- -------------- --------------- Total Liabilities 6,869 6,490 2,050 1,601 --------------- ------------- -------------- --------------- Net Assets Available for Benefits $36,699,237 $34,666,455 $10,944,430 $8,540,923 =============== ============= ============== ===============
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 BENEFITS as of December 31, 1998 (continued)
Vanguard Vanguard Vanguard Vanguard Long-Term Wellington Windsor II Institutional Corporate Fund Fund Fund Index Fund --------------- ------------- ------------- --------------- Assets: Investment in Master Trust (Notes 4,8) $4,002,950 $5,696,818 $15,942,319 $25,246,473 Investment -- -- -- -- Investment income receivable: Dividends 77,482 -- -- 271,795 Interest and other 112 -- 5,194 7,874 -------------- ------------- -------------- ------------- Total investment income receivable 77,594 -- 5,194 279,669 -------------- ------------- -------------- ------------- Contributions receivable: Employee 6,637 14,451 47,795 69,576 Employer 7,525 16,431 47,148 66,923 -------------- ------------- -------------- ------------- Total contributions receivable 14,162 30,882 94,943 136,499 -------------- ------------- -------------- ------------- Participant Loan Receivable -- 12 64 60 -------------- ------------- -------------- ------------- Total Assets $4,094,706 $5,727,712 $16,042,520 $25,662,701 -------------- ------------- -------------- ------------- Liabilities: Notes payable to H. J. Heinz Company -- -- -- -- Accrued interest due on note payable -- -- -- -- Accrued administrative expenses 767 1,072 3,000 4,800 -------------- ------------- -------------- ------------- Total Liabilities 767 1,072 3,000 4,800 -------------- ------------- -------------- ------------- Net Assets Available for Benefits $4,093,939 $ 5,726,640 $16,039,520 $25,657,901 ============== ============= ============== ============ Vanguard Vanguard Vanguard U.S. Growth Explorer Int'l Growth Participants' ESOP Fund Fund Fund Loans Trust Total ------------ ---------- ------------ ------------- ----------- ------------ Assets: Investment in Master Trust (Notes 4,8) $18,386,684 $2,241,227 $3,776,926 -- -- $520,368,963 Investment -- -- -- $78,381 $95,967,107 96,045,488 Investment income receivable: Dividends -- 19,799 -- -- 579,503 2,316,169 Interest and other 104,440 11 -- -- -- 447,025 ------------ ---------- ----------- ----------- ----------- ------------ Total investment income receivable 104,440 19,810 -- -- 579,503 2,763,194 ------------ ---------- ----------- ----------- ----------- ------------ Contributions receivable: Employee 51,364 8,041 8,901 -- -- 1,017,170 Employer 50,147 7,036 8,431 -- 386,752 1,454,913 ------------ ---------- ----------- ----------- ----------- ------------ Total contributions receivable 101,511 15,077 17,332 -- 386,752 2,472,083 ------------ ---------- ----------- ----------- ----------- ------------ Participant Loan Receivable 219 30 10 (1,238) -- -- ------------ ---------- ----------- ----------- ----------- ------------ Total Assets $18,592,854 $2,276,144 $3,794,268 $77,143 $96,933,362 $621,649,728 ----------- ---------- ----------- ----------- ----------- ------------ Liabilities: Notes payable to H. J. Heinz Company -- -- -- -- 13,571,071 13,571,071 Accrued interest due on note payable -- -- -- -- 92,021 92,021 Accrued administrative expenses 3,478 425 710 -- 43,698 141,985 ------------ ---------- ----------- ----------- ----------- ------------ Total Liabilities 3,478 425 710 -- 13,706,790 13,805,077 ------------ ---------- ----------- ----------- ----------- ------------ Net Assets Available for Benefits $18,589,376 $2,275,719 $3,793,558 $77,143 $83,226,572 $607,844,651 ============ ========== =========== =========== =========== ============
The accompanying notes are an integral part of the financial statements. 5 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS as of December 31, 1997
H. J. Heinz Co. Managed Income Magellan Retirement Gov't. Overseas Stock Fund Portfolio Fund Money Market Fund --------------- -------------- -------------- --------------- -------------- Assets: Investment in Master Trust (Notes 4,8) $217,835,289 $10,915,736 $54,972,528 $46,830,629 $11,200,580 Investment -- -- -- -- -- Investment income receivable: Dividends 1,332,392 -- -- -- -- Interest and other 9,496 54,815 2,272 216,294 5 --------------- ------------- -------------- --------------- -------------- Total investment income receivable 1,341,888 54,815 2,272 216,294 5 --------------- ------------- -------------- --------------- -------------- Contributions receivable: Employee 338,418 13,883 164,898 248,824 42,738 Employer -- 21,128 241,693 423,190 32,178 --------------- ------------- -------------- --------------- -------------- Total contributions receivable 338,418 35,011 406,591 672,014 74,916 --------------- ------------- -------------- --------------- -------------- Participant Loan Receivable 558 -- 208 143 32 --------------- ------------- -------------- --------------- -------------- Total Assets $219,516,153 $11,005,562 $55,381,599 $47,719,080 $11,275,533 --------------- ------------- -------------- --------------- -------------- Liabilities: Notes payable to H. J. Heinz Company -- -- -- -- -- Accrued interest due on note payable -- -- -- -- -- Accrued administrative expenses 84,675 4,238 21,239 18,176 4,327 --------------- ------------- -------------- --------------- -------------- Total Liabilities $ 84,675 $ 4,238 $ 21,239 $ 18,176 $ 4,327 --------------- ------------- -------------- --------------- -------------- Net Assets Available for Benefits $219,431,478 $11,001,324 $55,360,360 $47,700,904 $11,271,206 =============== ============= ============== =============== ============== Equity-Income Puritan Intermediate OTC Fund Fund Bond Fund Portfolio --------------- -------------- -------------- -------------- Assets: Investment in Master Trust (Notes 4,8) $40,910,658 $35,369,637 $9,981,683 $4,266,584 Investment -- -- -- -- Investment income receivable: Dividends -- -- 54,005 -- Interest and other 5,078 2,333 -- 6,617 --------------- ------------- -------------- --------------- Total investment income receivable 5,078 2,333 54,005 6,617 --------------- ------------- -------------- --------------- Contributions receivable: Employee 117,986 87,041 16,599 10,971 Employer 145,095 146,147 41,079 9,672 --------------- ------------- -------------- --------------- Total contributions receivable 263,081 233,188 57,678 20,643 --------------- ------------- -------------- --------------- Participant Loan Receivable 216 156 -- 6 --------------- ------------- -------------- --------------- Total Assets $41,179,033 $35,605,314 $10,093,366 $4,293,850 --------------- ------------- -------------- --------------- Liabilities: Notes payable to H. J. Heinz Company -- -- -- -- Accrued interest due on note payable -- -- -- -- Accrued administrative expenses 15,807 13,665 3,877 1,651 --------------- ------------- -------------- --------------- Total Liabilities $ 15,807 $ 13,665 $ 3,877 $ 1,651 --------------- ------------- -------------- --------------- Net Assets Available for Benefits $41,163,226 $35,591,649 $10,089,489 $4,292,199 =============== ============= ============== ===============
The accompanying notes are an integral part of the financial statements. 6 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS as of December 31, 1997 (continued)
Vanguard Vanguard Vanguard Vanguard Vanguard Long-Term Wellington Windsor II Index Trust-500 U.S. Growth Corporate Fund Fund Fund Fund Fund ------------- ------------- ------------- --------------- ----------- Assets: Investment in Master Trust (Notes 4,8) $1,969,131 $3,536,327 $7,215,917 $11,339,648 $5,295,569 Investment -- -- -- -- -- Investment income receivable: Dividends 25,309 -- -- 129,177 212,294 Interest and other 46 97 4,426 5,634 3,383 ---------- ---------- ---------- ----------- ---------- Total investment income receivable 25,355 97 4,426 134,811 215,677 ---------- ---------- ---------- ----------- ---------- Contributions receivable: Employee 2,566 9,327 25,434 41,790 21,975 Employer 2,479 11,144 23,113 36,014 19,777 ---------- ---------- ---------- ----------- ---------- Total contributions receivable 5,045 20,471 48,547 77,804 41,752 ---------- ---------- ---------- ----------- ---------- Participant Loan Receivable -- 20 33 118 22 ---------- ---------- ---------- ----------- ---------- Total Assets $1,999,531 $3,556,915 $7,268,923 $11,552,381 $5,553,020 ---------- ---------- ---------- ----------- ---------- Liabilities: Notes payable to H. J. Heinz Company -- -- -- -- -- Accrued interest due on note payable -- -- -- -- -- Accrued administrative expenses 770 1,366 2,789 4,433 2,129 ---------- ---------- ---------- ----------- ---------- Total Liabilities $ 770 $ 1,366 $ 2,789 $ 4,433 $ 2,129 ---------- ---------- ---------- ----------- ---------- Net Assets Available for Benefits $1,998,761 $3,555,549 $7,266,134 $11,547,948 $5,550,891 ========== ========== ========== =========== ========== Vanguard Vanguard Explorer Int'l Growth Participants' ESOP Fund Fund Loans Trust Total ---------- ------------ ------------- ----------- ------------ Assets: Investment in Master Trust (Notes 4,8) $1,984,357 $2,648,483 -- -- $466,272,756 Investment -- -- $96,228 $92,103,297 92,199,525 Investment income receivable: Dividends 219,024 117,223 -- 569,787 2,659,211 Interest and other 11 23 -- -- 310,530 ---------- ------------ ------------- ----------- ------------ Total investment income receivable 219,035 117,246 -- 569,787 2,969,741 ---------- ------------ ------------- ----------- ------------ Contributions receivable: Employee 9,514 10,133 -- -- 1,162,097 Employer 7,896 6,868 -- 446,888 1,614,361 ---------- ------------ ------------- ----------- ------------ Total contributions receivable 17,410 17,001 -- 446,888 2,776,458 ---------- ------------ ------------- ----------- ------------ Participant Loan Receivable 9 -- (1,521) -- -- ---------- ------------ ------------- ----------- ------------ Total Assets $2,220,811 $2,782,730 $94,707 $93,119,972 $564,218,480 ---------- ------------ ------------- ----------- ------------ Liabilities: Notes payable to H. J. Heinz Company -- -- -- 16,341,483 16,341,483 Accrued interest due on note payable -- -- -- 169,725 169,725 Accrued administrative expenses 851 1,069 -- 88,878 269,940 ---------- ------------ ------------- ----------- ------------ Total Liabilities $ 851 $ 1,069 $ -- $16,600,086 $16,781,148 ---------- ------------ ------------- ----------- ------------ Net Assets Available for Benefits $2,219,960 $2,781,661 $94,707 $76,519,886 $547,437,332 ========== ============ ============= =========== ============
The accompanying notes are an integral part of the financial statements. 7 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS for the Year Ended December 31, 1998
H. J. Heinz Co. Managed Income Magellan Retirement Gov't. Overseas Stock Fund Portfolio Fund Money Market Fund --------------- -------------- -------------- ---------------- ------------ Net Change in Investment in Master Trust (Note 8) $ 27,615,979 $ 58,567 $ 13,469,195 $ 419,595 $ (976,953) ------------ ----------- ------------ ----------- ----------- Transfers from ESOP to other funds (Note 7) -- -- -- -- -- Additions: Investment income: Dividends -- -- -- -- -- Interest -- -- -- -- -- ------------ ----------- ------------ ----------- ----------- Total investment income -- -- -- -- -- ------------ ----------- ------------ ----------- ----------- Participant contributions 4,626,140 240,764 2,454,989 3,690,500 614,869 Age-related employer contributions 31,694 278,319 2,959,235 5,080,388 455,059 ESOP debt service funding -- -- -- -- -- Transfer for Loan Repayments 5,214 -- 2,168 232 257 ------------ ----------- ------------ ----------- ----------- Total additions 4,663,048 519,083 5,416,392 8,771,120 1,070,185 ------------ ----------- ------------ ----------- ----------- Deductions: Withdrawals 30,995,645 1,323,098 5,683,304 8,980,110 934,180 Administrative expenses 240,994 9,670 58,272 42,461 10,511 Interest expense on note payable -- -- -- -- -- Net (appreciation) in fair value of investments -- -- -- -- -- ------------ ----------- ------------ ----------- ----------- Total deductions 31,236,639 1,332,768 5,741,576 9,022,571 944,691 ------------ ----------- ------------ ----------- ----------- Net increase (decrease) in net assets available for benefits for the year 1,042,388 (755,118) 13,144,011 168,144 (851,459) Net assets available for benefits at the beginning of the year 219,431,478 11,001,324 55,360,360 47,700,904 11,271,206 ------------ ----------- ----------- ----------- ----------- Net assets available for benefits at the end of the year $220,473,866 $10,246,206 $68,504,371 $47,869,048 $10,419,747 ============ =========== =========== =========== =========== Equity-Income Puritan Intermediate OTC Fund Fund Bond Fund Portfolio ------------- ------------ -------------- --------------- Net Change in Investment in Master Trust (Note 8) $(4,891,003) $ (878,328) $1,057,415 $ 3,740,929 Transfers from ESOP to other funds (Note 7) -- -- -- -- Additions: Investment income: Dividends -- -- -- -- Interest -- -- -- -- ----------- ----------- ----------- ---------- Total investment income -- -- -- -- ----------- ----------- ----------- ---------- Participant contributions 1,754,975 1,265,141 322,345 348,792 Age-related employer contributions 1,824,766 1,744,775 534,783 227,664 ESOP debt service funding -- -- -- -- Transfer for Loan Repayments 1,796 1,421 -- 159 ----------- ----------- ----------- ---------- Total additions 3,581,537 3,011,337 857,128 576,615 ----------- ----------- ----------- ---------- Deductions: Withdrawals 3,117,708 3,025,327 1,049,529 61,457 Administrative expenses 36,815 32,876 10,073 7,363 Interest expense on note payable -- -- -- -- Net (appreciation) in fair value of investments -- -- -- -- ----------- ----------- ----------- ---------- Total deductions 3,154,523 3,058,203 1,059,602 68,820 ----------- ----------- ----------- ---------- Net increase (decrease) in net assets available for benefits for the year (4,463,989) (925,194) 854,941 4,248,724 Net assets available for benefits at the beginning of the year 41,163,226 35,591,649 10,089,489 4,292,199 ----------- ----------- ----------- ---------- Net assets available for benefits at the end of the year $36,699,237 $34,666,455 $10,944,430 $8,540,923 =========== =========== =========== ==========
The accompanying notes are an integral part of the financial statements. 8 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS for the Year Ended December 31, 1998 (continued)
Vanguard Vanguard Vanguard Vanguard Long-Term Wellington Windsor II Institutional Index Corporate Fund Fund Fund Fund --------------- ------------- ------------- ---------------- Net Change in Investment in Master Trust (Note 8) $2,385,138 $2,148,820 $7,760,266 $13,240,879 Transfers from ESOP to other funds (Note 7) -- Additions: Investment income: Dividends -- -- -- -- Interest -- -- -- -- --------- ----------- ----------- ----------- Total investment income -- -- -- -- --------- ----------- ----------- ----------- Participant contributions 156,936 329,887 932,459 1,285,644 Age-related employer contributions 74,434 241,816 643,629 911,932 ESOP debt service funding -- -- -- -- Transfer for Loan Repayments -- 143 812 1,023 --------- ----------- ----------- ----------- Total additions 231,370 571,846 1,576,900 2,198,599 --------- ----------- ----------- ----------- Deductions: Withdrawals 518,513 544,451 549,335 1,308,509 Administrative expenses 2,817 5,124 14,445 21,016 Interest expense on note payable -- -- -- -- Net (appreciation) in fair value of investments -- -- -- -- --------- ----------- ----------- ----------- Total deductions 521,330 549,575 563,780 1,329,525 --------- ----------- ----------- ----------- Net increase (decrease) in net assets available for benefits for the year 2,095,178 2,171,091 8,773,386 14,109,953 Net assets available for benefits at the beginning of the year 1,998,761 3,555,549 7,266,134 11,547,948 ---------- ----------- ----------- ----------- Net assets available for benefits at the end of the year $4,093,939 $5,726,640 $16,039,520 $25,657,901 ========== =========== =========== ===========
Vanguard Vanguard Vanguard U.S. Growth Explorer Int'l Growth Fund Fund Fund ------------- ------------- -------------- Net Change in Investment in Master Trust (Note 8) $ 12,084,295 ($206,838) $ 634,359 ------------ ----------- ------------ Transfers from ESOP to other funds (Note 7) -- -- -- Additions: Investment income: Dividends -- -- -- Interest -- -- -- ------------ ----------- ------------ Total investment income -- -- -- ------------ ----------- ------------ Participant contributions 695,437 228,949 252,569 Age-related employer contributions 552,326 123,759 178,388 ESOP debt service funding -- -- -- Transfer for Loan Repayments 1,645 352 106 ------------ ----------- ------------ Total additions 1,249,408 353,060 431,063 ------------ ----------- ------------ Deductions: Withdrawals 282,647 88,460 50,276 Administrative expenses 12,571 2,003 3,249 Interest expense on note payable -- -- -- Net (appreciation) in fair value of investments -- -- -- ------------ ----------- ------------ Total deductions 295,218 90,463 53,525 ------------ ----------- ------------ Net increase (decrease) in net assets available for benefits for the year 13,038,485 55,759 1,011,897 Net assets available for benefits at the beginning of the year 5,550,891 2,219,960 2,781,661 ------------ ----------- ----------- Net assets available for benefits at $ 18,589,376 $ 2,275,719 $ 3,793,558 the end of the year ============ =========== ===========
Participants' ESOP Loans Trust Total -------------- ------------ -------------- Net Change in Investment in Master Trust (Note 8) -- -- $ 77,662,315 Transfers from ESOP to other funds (Note 7) -- ($1,239,464) ($1,239,464) Additions: Investment income: Dividends -- 2,261,032 2,261,032 Interest -- 23,542 23,542 ---------- ------------ ------------- Total investment income -- 2,284,574 2,284,574 ---------- ------------ ------------- Participant contributions -- -- 19,200,396 Age-related employer contributions -- -- 15,862,967 ESOP debt service funding -- 1,333,514 1,333,514 Transfer for Loan Repayments ($15,328) -- -- ---------- ------------ ------------- Total additions (15,328) 2,378,624 37,441,987 ---------- ------------ ------------- Deductions: Withdrawals 2,236 4,759,096 63,273,881 Administrative expenses -- 152,958 663,218 Interest expense on note payable -- 816,884 816,884 Net (appreciation) in fair value of investments -- (10,057,000) (10,057,000) ---------- ------------ ------------- Total deductions 2,236 (4,328,062) 54,696,983 ---------- ------------ ------------- Net increase (decrease) in net assets available for benefits for the year (17,564) 6,706,686 60,407,319 Net assets available for benefits at the beginning of the year 94,707 76,519,886 547,437,332 ---------- ------------ ------------ Net assets available for benefits at the end of the year $ 77,143 $83,226,572 607,844,651 ========== =========== ===========
The accompanying notes are an integral part of the financial statements. 9 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (1) Plan Description: The following description of the H. J. Heinz Company ("Company") Employees Retirement and Savings Plan ("Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan covering salaried employees actively employed by the Company or any of the affiliated companies. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The administration of the Plan and the responsibility for interpreting and carrying out its provisions is vested in the Employee Benefits Administration Board ("Committee"). The Committee consists of members appointed by the Board of Directors of the Company ("The Board of Directors") upon the recommendation of the Investment Committee of the Board of Directors. The members of the Committee are not compensated for serving on the Committee. The Board of Directors has designated (i) Fidelity Management Trust Company to act as trustee ("Trustee") under the Plan; and (ii) Mellon Bank, N. A. to act as trustee of the separate ESOP trust established for matching contributions ("ESOP Trustee"). The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The plan provides for various investment options as described in Note 4. Any investment is exposed to various risks, such as interest rate, market and credit. These risks could result in a material effect on participants' account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits. Contributions Participant contributions to the Plan may be either tax deferred or after tax. The total of a participant's tax deferred and after tax contributions may not exceed 13% of their compensation. Each participant may make tax deferred contributions, in whole percentages, of not less than 2% of his compensation. Tax deferred contributions made by certain highly compensated participants may be limited under Internal Revenue Code rules. Tax deferred contributions by any participant under the Plan and any other qualified cash or deferred arrangement were limited to $10,000 in 1998 and $9,500 in 1997. The committee will give a participant affected by these limitations timely notification. The Company will contribute on behalf of each participating employee an amount equivalent to the tax deferred contribution up to 3% of the employee's compensation. The Company's matching contributions may be made in cash or in shares of the Company's common stock of equal value. Shares of stock used for the Company match come from the shares held in the separate, leveraged employee stock ownership plan ("ESOP") trust. The ESOP is described in greater detail in Note 7. 10 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) Contributions (continued) In addition, the Company makes monthly, age-related contributions to the Company Contribution Account ("CCA") of participating employees who direct the investment of such contributions into one or more of the investment funds stated in Note 4, including the H. J. Heinz Company Stock Fund effective October 21, 1998. The age-related contributions are based on percentages of participants' eligible earnings and range from a rate of 1% for participants that are less than 25 years old to a rate of 13% for participants that are 60 years old and over. A participant may transfer amounts received from other retirement plans to the Plan. Amounts that are rolled over from other retirement plans are held in a separate rollover account. Participant Accounts Each participant's account is credited with the participant's contribution(s) and allocation of (a) the Company's matching and age-related contributions, as defined and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Vesting The value of a participant's tax deferred account, which is maintained for tax deferred contributions, after tax account, which is maintained for after tax contributions, and rollover account, which is maintained for rollover contributions, is fully vested at all times. The value of the Company's matching contribution and CCA contribution allocated to a participant's account will be fully vested upon the occurrence of any of the following events: completion of five years of service, 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 up to 100% of their after tax or rollover account. A participant's matching account will be available for withdrawal if the participant: (a) has at least 5 years of continuous membership in the Plan, or (b) is eligible for a "hardship" withdrawal in accordance with the rules of the Plan, or (c) has attained age 59 1/2. A participant may not withdraw any amount from their tax deferred account during active employment before age 59 1/2 except for hardship as defined in the Plan. A participant may not withdraw any amount from their CCA during active employment before age 70 1/2. A participant who qualifies for a hardship withdrawal and withdraws from their tax deferred 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. 11 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) Withdrawals (continued) A participant, upon termination of service, may elect to receive a lump-sum amount equal to the value of their account or annual installments over a period not to exceed 30 years. A terminated participant may also elect to choose a direct transfer of their account balance to the trustee or custodian of another eligible retirement plan. Loans The Plan was amended effective January 1, 1990, to prohibit the granting or renegotiating of loans. 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. The interest rates for all outstanding loans for the years ended December 31, 1998 and 1997, ranged from 7.0% to 10.94% for both years. Payment of principal and interest is by payroll deduction, subject to rules permitting prepayment. Repayments of the principal of a loan to a participant will be allocated first to the participant's after tax account, and then to the participant's tax deferred account. Payments of interest on a loan to a participant are allocated to the participant's after tax account and tax deferred account, respectively, in the same proportion that the outstanding principal of the loan was attributable to such accounts at the end of the month preceding the payment. Payments of principal and interest are reinvested in the investment fund(s) in accordance with the participant's investment directions in effect at the time such interest or principal repayment is received by the Trustee. Termination The term of the Plan is indefinite, subject to termination at any time by the Board of Directors of the Company. In the event the Plan is terminated or the Company contributions are permanently discontinued, participants will be fully vested in the Company contributions. The Company has no intention to terminate the Plan at this time. Administrative Expenses The Trustees may pay expenses of the Plan including record-keeping fees, administrative charges, professional fees, and trustee fees, from the assets of the Trust Funds unless paid by the Company. For the years ended December 31, 1998 and 1997 the Plan incurred expenses of $663,218 and $782,452, respectively. These expenses were paid from Plan assets. Expenses absorbed by the Plan were allocated to the various funds of the Plan based on the net asset value of the individual fund as a percentage of the total net asset value of the Plan's funds. The Company, as permitted by ERISA, may obtain reimbursement from Company sponsored employee benefit plans for certain administrative charges incurred in providing administrative services to such plans. These expenses include salaries, payroll expenses and other miscellaneous charges, and are allocated based on time incurred related to each plan. The allocation of these charges to the Plan for the years ended December 31, 1998 and 1997 were $27,243 and $37,062, respectively. 12 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) (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. Temporary investments in short-term investment funds are valued at cost which approximates market value. Other The Plan presents in the statement of changes in net assets available for benefits the appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Such change as it relates to those investments held in the Master Trust is included as a component of the Net Change in Investment in Master Trust on the Statement of Changes in Net Assets. Purchases and sales of securities are reflected on a trade-date basis. Gains or losses on sales of securities are based on average cost. Dividend income is recorded on the ex-dividend date. Interest is recorded as earned. (3) Federal Income Taxes: The IRS has made a determination that the Plan is a qualified plan under Section 401(a) of the Internal Revenue Code of 1986, as amended ("Code"). Therefore, the Trust established under the Plan is exempt from Federal income taxes under Section 501(a) of the Code. The IRS has determined and informed the Company by letter dated February 3, 1998, that the Plan is designed in accordance with applicable sections of the Code. The Plan has been amended since a favorable determination was received, however, tax and ERISA counsel to the Company is of the opinion that the Plan continues to be a "qualified" plan under Section 401(a) of the Code, that the Plan contains an employee stock ownership plan that meets the requirements of Section 4975(e)(7) of the Code and that the Plan contains a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code. Under present Federal income tax laws and regulations, and as long as the Plan is approved as a qualified plan, participants are not subject to Federal income taxes as a result of their participation in the Plan until their accounts are withdrawn or distributed to them. 13 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) (4) Investment Programs: Effective October 1 1997, the funds offered by the Plan were changed to increase investment choices and reduce the Plan's dependence on a single mutual fund company. Eight new funds were added--seven Vanguard funds and one Fidelity fund while four Fidelity funds (Asset Manager Growth, Asset Manager Income, Asset Manager and Retirement Growth) were eliminated. Participant fund balances in the discontinued funds were automatically transferred to the Retirement Government Money Market Fund if participants had not transferred them to other available funds as of September 29, 1997. Effective October 16, 1998, the Vanguard Institutional Index Fund replaced the Vanguard Index Trust 500 Portfolio. Participant fund balances in the Vanguard Index Trust 500 Portfolio were automatically transferred to the Vanguard Institutional Index Fund on October 16, 1998 unless participants had previously transferred them. Fidelity Management Trust Company remains Trustee for all the investment funds. Participants may direct the investment of their accounts in multiples of 1%, in any one or more of the Investment funds selected by the Committee. The ESOP match account investment cannot be reallocated unless a participant is eligible to retire or is no longer employed. Reallocations from the ESOP to other funds are included in the Net Change in Investment in Master Trust on the Statement of Changes in Net Assets Available for Benefits. A description of the Investment funds by investment category follows: Company Stock The H.J. Heinz Company Stock Fund consists of common stock of the Company. Stable Value Fidelity's Managed Income Portfolio invests in guaranteed investment contracts offered by major insurance companies and other approved financial institutions and in certain types of fixed income securities. A portion of the fund is invested in a money market fund to provide daily liquidity. Guaranteed investment contracts are recorded at contract value, which includes principal and accumulated interest, which approximates market value. Growth The Fidelity Magellan Fund is an aggressive growth fund, the asset 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 Vanguard U.S. Growth Fund seeks to provide long-term capital appreciation by investing in common stocks of large companies with above- average growth potential. Money Market The assets of Fidelity's Retirement Government Money market Portfolio are invested in high-quality short-term money market securities for which the U.S. Government or its agencies or instrumentalities guarantee timely payment of principal and interest. 14 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) (4) Investment Programs (continued): International The Fidelity Overseas Fund is an aggressive growth fund, which seeks long-term capital appreciation, primarily through investments in foreign securities. The fund invests primarily in securities of issuers whose principal business activities are outside the U.S. Vanguard International Growth Fund seeks long-term capital growth by investing in common stocks of companies based outside of the United States that have above-average growth potential. Index Vanguard Institutional Index Fund seeks long-term growth of capital and income from dividends. It holds all 500 stocks that comprise the Standard & Poor's 500 Composite Stock Price Index (S&P 500) in proportion to their weighting in the index. Growth and Income The assets of the Fidelity Equity-Income Fund are invested primarily in income-producing equity securities. The fund has a value philosophy and currently compares its performance with the Russell 3000 Value Index instead of the S&P 500. Vanguard Windsor II is a value-oriented growth and income fund seeking long-term growth of capital and income from dividends. The fund invests in a diversified group of out-of-favor stocks of large-capitalization companies. Small Capitalization The Fidelity OTC Portfolio seeks long-term capital growth by investing mainly in equity securities traded in the over-the-counter market. Vanguard Explorer Fund seeks long-term growth of capital by investing primarily in common stocks of small and emerging growth companies. Balanced The assets of the Fidelity Puritan Fund are invested in a broadly diversified portfolio of high-yielding U.S. and foreign securities including those in emerging markets, which may involve additional risk. The investments can include all types of bonds of any quality or maturity as well as common stocks and preferred stocks. The Vanguard Wellington Fund invests in dividend-paying large- and mid- capitalization stocks of well-established companies whose prospects are improving, but whose values have yet to be recognized in the marketplace. The fund's assets are divided between common stocks and bonds. 15 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) (4) Investment Programs (continued): Fixed Income The Fidelity Intermediate Bond Fund's goal is to produce high current income by investing mainly in investment-grade debt securities while normally maintaining an average maturity of three to ten years. The Vanguard Long-Term Corporate Fund (previously called Fixed Income Securities Fund -- Long-Term Portfolio) seeks to provide a high and sustainable level of current income consistent with the maintenance of principal and liquidity by investing in a diversified portfolio of long- term investment-grade bonds. Discontinued Fund: Vanguard Index Trust -- 500 Portfolio seeks long-term growth of capital and income from dividends. It holds all of the 500 stocks that comprise the S&P 500. (5) Net Asset Value per Unit: The interests of Plan participants are accounted for under a unit method. The number of units in each fund and the net asset value per unit are as follows:
December 31, 1998 December 31, 1997 ------------------------ ------------------------- Value per Value per Units Unit Units Unit ------------- --------- ------------- --------- H. J. Heinz Co. Stock Fund...... 96,941,813 $2.272 109,694,553 $1.993 Managed Income Portfolio........ 7,266,072 $1.407 8,252,541 $1.329 Magellan Fund................... 21,903,067 $3.113 23,572,630 $2.332 Retirement Gov't. Money Market.. 36,363,548 $1.302 38,019,712 $1.238 Overseas Fund................... 5,848,535 $1.774 7,117,680 $1.574 Equity-Income Fund.............. 13,107,635 $2.786 16,509,164 $2.478 Puritan Fund.................... 14,233,167 $2.424 16,995,683 $2.081 Intermediate Bond Fund.......... 7,484,802 $1.457 7,392,332 $1.358 OTC Portfolio................... 6,814,484 $1.249 4,812,656 $0.891 Long-Term Corporate Fund........ 3,598,912 $1.118 1,920,752 $1.031 Wellington Fund................. 4,980,542 $1.144 3,518,035 $1.021 Windsor II Fund................. 13,303,162 $1.199 7,107,071 $1.031 Institutional Index Fund........ 19,486,687 $1.310 11,262,543 $1.019 U.S. Growth Fund................ 12,780,220 $1.447 5,333,937 $1.034 Explorer Fund................... 2,315,604 $0.976 2,344,458 $0.944 Int'l Growth Fund............... 3,579,773 $1.055 3,065,906 $0.903
16 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. Forfeitures were $442,810 for the year ended December 31, 1998 and $436,600 for the year ended December 31, 1997. (7) ESOP Trust: In September, 1989, the ESOP trust borrowed $50 million and purchased 2,366,862 shares of Heinz Common Stock at $21.125 per share. The Company financed the transaction and sold the stock to the ESOP. The Heinz stock is pledged as collateral for the loan and is credited to a suspense account from which it is gradually released for allocation to participants' accounts over the term of the loan. During 1998 and 1997, the number of shares released from the suspense account for allocation to participant accounts as a result of principal repayments was 126,680 and 172,529, 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, 1998 and 1997, $31,168,616 and $34,606,161 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, 1998 and 1997, the weighted average interest rate was 5.98% and 5.32%, 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 are applied for repayment of the loan. When dividends paid are not sufficient to make the periodic repayments, the Company makes additional contributions to fund the deficiency. The amount of ESOP debt required to be retired in the years succeeding 1998 is: $2,768,538 in 1999, $1,929,864 in 2000, $2,038,855 in 2001, $2,154,000 in 2002, $2,275,646 in 2003 and $2,404,167 thereafter. The loan has a stated maturity of July 31, 2004. (8) Master Trust: The Company entered into a Master Trust arrangement with Fidelity Management Trust Company. The Trustee maintains accounts to record the pro rata share of each participating Plan; reflecting contributions received on behalf of the Plan, benefit payments or other expense allocable to the Plan and its pro rata share of collected or accrued income, gain or loss, general expenses and other transactions allocable to the Investment Funds or to the Trust as a whole. 17 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) (8) Master Trust (continued): The following tables present the Master Trust information for the Plan.
December 31, 1998 ---------------------------------------------------------------------------------------------------- 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 $ 243,550,114 $ 5,748,050 $ 142,184 $ 30,515,181 89.86% Managed Income Portfolio 10,188,417 -- 585,028 69,659 99.84% Magellan Fund 74,787,480 3,480,127 -- 15,088,972 91.18% Retirement Gov't Money Market 66,201,315 -- 3,237,455 108,018 71.14% Overseas Fund 10,900,983 213,572 -- (1,001,787) 95.18% Equity-Income Fund 39,458,176 2,356,677 -- (4,675,129) 92.55% Puritan Fund 37,233,159 3,948,275 -- (608,195) 92.67% Intermediate Bond Fund 11,571,033 666,547 -- 1,029,627 93.71% OTC Portfolio 8,641,610 439,143 -- 3,819,180 98.52% Fixed Income Securities Fund 4,095,936 219,240 -- 2,474,730 97.73% Wellington Fund 5,856,424 650,778 -- 2,196,555 97.27% Windsor II Fund 16,451,405 1,628,023 -- 8,063,854 96.91% Institutional Index Fund 26,126,207 446,475 -- 13,867,270 96.63% U.S. Growth Fund 19,360,320 1,185,642 -- 12,857,047 94.97% Explorer Fund 2,322,657 20,460 -- (163,406) 96.49% International Growth Fund 3,834,633 75,240 -- 650,976 98.50% ---------------- --------------- ------------ --------------- ------------ Total Master Trust $ 580,579,869 $ 21,078,249 $ 3,964,667 $ 84,292,552 89.63% ================ =============== =========== =============== ============ * Includes transfers between funds.
18 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) (8) Master Trust (continued): The following tables present the Master Trust information for the Plan.
December 31, 1997 ---------------------------------------------------------------------------------------------------- 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 $ 240,109,663 $ 6,127,688 $ 134,223 $ 66,566,428 90.72% Managed Income Portfolio 10,920,342 -- 675,017 5,035,813 99.96% Magellan Fund 59,990,834 3,907,759 -- 9,862,291 91.63% Retirement Gov't Money Market 64,662,982 -- 2,660,526 23,114,145 72.42% Overseas Fund 11,768,150 593,239 -- 806,687 95.18% Equity-Income Fund 43,734,130 2,431,026 -- 12,131,682 93.54% Puritan Fund 37,854,039 3,208,692 -- 5,043,476 93.44% Intermediate Bond Fund 10,733,697 681,961 -- 791,500 92.99% OTC Portfolio 4,299,844 179,867 -- 4,288,956 99.23% Long-term Corporate Fund 1,969,693 35,948 -- 1,989,859 99.97% Wellington Fund 3,626,690 175,753 -- 3,616,206 97.51% Windsor II Fund 7,351,383 491,210 -- 7,285,688 98.16% Index Trust-500 Fund 11,538,760 131,514 -- 11,605,465 98.27% U.S. Growth Fund 5,442,397 218,228 -- 5,584,369 97.30% Explorer Fund 2,006,808 221,500 -- 2,199,727 98.88% International Growth Fund 2,675,356 118,420 -- 2,747,717 99.00% Asset Manager Growth Fund -- -- -- (5,306,609) -- Asset Manager Income Fund -- 16,732 -- (536,745) -- Asset Manager Fund -- 65,954 -- (2,857,090) -- Retirement Growth Fund -- -- -- (24,252,657) -- ---------------- --------------- ------------ --------------- ------------ Total Master Trust $ 518,684,768 $ 18,605,491 $ 3,469,766 $ 129,716,908 89.90% ================ =============== =========== =============== ============ * Includes transfers between funds.
19 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN Notes to Financial Statements (Continued) (9) Plan Amendments: On September 3, 1998, the Board of Directors approved an amendment making the Heinz Stock Fund available as an investment option for age-related company contributions effective October 1, 1998. On July 7, 1998, the Board of Directors approved a resolution to adopt various technical changes required by the Small Business Job Protection Act and the Uniform Services Employment and Reemployment Act; to permit retired and terminated employees with account balances to make withdrawals free of the retrictions which apply to active employees, and to eliminate the three month participation penalty for employees who suspend contributions to the plan. On March 10, 1998, the Board of Directors approved an amendment which authorizes the Director, Human Resource Services--North America to designate certain employees as "Special Assignment International Employees" which permits them to participate in the Plan. On December 1, 1997, the Board of Directors approved an amendment to the Plan to increase the amount for a mandatory distribution of the account balance after termination of employment as permitted by the Taxpayer Relief Act of 1997 from $3,500 to $5,000. Effective January 1, 1998, former employees with account balances less than or equal to $5,000 will receive an automatic distribution of their entire balance. On December 1, 1997, the Board of Directors approved a proposal to allow former Heinz Pet Products employees at the Perham, Minnesota plant to receive distributions from the Plan after the factory was sold, exclusive of the pre-tax contributions which are restricted under Section 401(k) of the Internal Revenue Code. (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. Payments due to participants as of December 31, 1998 and 1997 were $3,530,269 and $7,160,773 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. 20 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN EIN: 25 - 0542520 PLAN 009 LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1998
(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; 1,682,342 $ 33,569,983 $ 95,262,616 Mellon Bank EB Temporary Investment Fund $ 704,491 $ 704,491 * H. J. Heinz Company Participants' Loans $ _ $ 73,381 Interest Rates, 7.0%-10.94%
21 H. J. HEINZ COMPANY EMPLOYEES RETIREMENT AND SAVINGS PLAN EIN: 25 - 0542520 PLAN 009 LINE 27D - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998
(a) Identity of Party (b) Description (c) Purchase (d) Selling Involved of Asset Price Price - ---------------------------- --------------------------------- -------------- ------------- Execution Services Inc. H. J. Heinz Company Common Stock 247,209 -- (1 purchase) Execution Services Inc. H. J. Heinz Company Common Stock -- 1,799,731 (20 sales) Cantor Fitzgerald & Co. Inc. H. J. Heinz Company Common Stock -- 1,617,884 (7 sales) Autranet Inc. H. J. Heinz Company Common Stock -- 2,303,514 (7 sales) Mellon Bank EB Temporary Investment Fund -- 6,612,554 (105 sales) Mellon Bank EB Temporary Investment Fund 6,600,495 -- (62 purchases) Mellon Bank H. J. Heinz Company Common Stock 2,770,412 -- (ESOP LOAN) (4 purchases)
(f) Expense (h) Current Value (i) Net incurred with (g) Cost of of Asset on Gain Transaction Asset Transaction Date (Loss) - --------------- ----------- ------------------ -------- 216 247,209 247,209 -- 1,664 633,024 1,799,731 1,166,707 1,481 581,286 1,617,884 1,036,598 2,114 828,644 2,303,514 1,474,870 -- 6,612,554 6,612,554 -- -- 6,600,495 6,600,495 -- -- 2,770,412 2,770,412 --
22 Exhibit Index Exhibits required to be filed by Item 601 of Regulation S-K are listed below and are filed as part hereof. Documents not designated as being incorporated herein by reference are filed herewith. The paragraph number corresponds to the exhibit number designated in Item 601 of Regulation S-K. 23. The consent of PricewaterhouseCoopers LLP dated June 28, 1999 is filed herein. EX-23 2 CONSENT OF PRICEWATERHOUSECOOPERS LLP 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 May 28, 1999 on our audits of the financial statements of the H. J. Heinz Company Employees Retirement and Savings Plan as of December 31, 1998 and 1997 and for the year ended December 31, 1998, which report is included in this Annual Report on Form 11-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Pittsburgh, Pennsylvania June 28, 1999 -----END PRIVACY-ENHANCED MESSAGE-----