<PAGE>
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, 1993
[ ] 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 BARGAINING UNIT
EMPLOYEES 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)
<PAGE>
Financial Statements and Exhibits
The following Plan financial statements, schedules and reports are attached
hereto:
1. Statements of Net Assets Available for Plan Benefits as of December 31, 1993
and 1992
2. Statements of Changes in Net Assets Available for Plan Benefits for the
Years Ended December 31, 1993 and 1992
3. Notes to Financial Statements
1
<PAGE>
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 BARGAINING
UNIT EMPLOYEES SAVINGS PLAN
(Name of Plan)
EMPLOYEE BENEFITS ADMINISTRATION BOARD
By: ......./s/ GEORGE C. GREER........
George C. Greer, Chairman
June 28, 1994
2
<PAGE>
H. J. HEINZ COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1993 and 1992
<TABLE>
<CAPTION>
H. J. Heinz Company Magellan Retirement Gov't. Puritan Intermediate Retirement
Stock Fund Fund Money Market Fund Bond Fund Growth Fund Total
------------------- -------- ----------------- ------- ------------ ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
December 31, 1993
Assets:
Investments $77,261 $4,266 $2,668 $1,063 $4,677 $84 $90,019
------- ------ ------ ------ ------ ----- -------
Total Assets $77,261 $4,266 $2,668 $1,063 $4,677 $84 $90,019
------- ------ ------ ------ ------ ----- -------
------- ------ ------ ------ ------ ----- -------
Net Assets Available for Plan Benefits $77,261 $4,266 $2,668 $1,063 $4,677 $84 $90,019
======= ====== ====== ====== ====== ===== =======
December 31, 1992
Assets:
Investments $42,124 $1,906 $1,073 $482 $1,955 $- $47,540
------- ------ ------ ------ ------ ----- -------
Total Assets $42,124 $1,906 $1,073 $482 $1,955 $- $47,540
------- ------ ------ ------ ------ ----- -------
------- ------ ------ ------ ------ ----- -------
Net Assets Available for Plan Benefits $42,124 $1,906 $1,073 $482 $1,955 $- $47,540
======= ====== ====== ====== ====== ===== =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
H. J. HEINZ COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the Year Ended December 31, 1993
<TABLE>
<CAPTION>
H. J. Heinz Co. Magellan Retirement Gov't Puritan Intermediate Retirement
Stock Fund Fund Money Market Fund Bond Fund Growth Fund Total
--------------- -------- ---------------- ------- ------------ ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Year Ended December 31, 1993
Additions:
Investment income:
Dividends $2,549 $100 $17 $29 $65 $- $2,760
Interest 36 - - - - - 36
--------------- -------- ---------------- ------- ------------ ----------- ------
Total investment income 2,585 100 17 29 65 - 2,796
--------------- -------- ---------------- ------- ------------ ----------- ------
Participant contributions 25,032 1,639 1,106 400 1,911 66 30,154
Employer contributions, net of
forfeitures applied 18,405 606 472 162 753 17 20,415
--------------- -------- ---------------- ------- ------------ ----------- ------
Total additions 46,022 2,345 1,595 591 2,729 83 53,365
--------------- -------- ---------------- ------- ------------ ----------- ------
Deductions:
Net depreciation/(appreciation)
in fair value of investments 10,885 (15) - 10 7 (1) 10,886
--------------- -------- ---------------- ------- ------------ ----------- ------
Total deductions 10,885 (15) - 10 7 (1) 10,886
--------------- -------- ---------------- ------- ------------ ----------- ------
Net increase in net assets available
for plan benefits for the year 35,137 2,360 1,595 581 2,722 84 42,479
Net assets available for plan benefits
at the beginning of the year 42,124 1,906 1,073 482 1,955 - 47,540
Net assets available for plan benefits --------------- -------- ---------------- ------- ------------ ----------- ------
at the end of the year $77,261 $4,266 $2,668 $1,063 $4,677 $84 $90,019
=============== ======== ================ ======= ============ =========== =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
H. J. HEINZ COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the Year Ended December 31, 1992
<TABLE>
<CAPTION>
H. J. Heinz Company Magellan Retirement Gov't. Puritan Intermediate
Stock Fund Fund Money Market Fund Bond Fund Total
------------------- ---------- ----------------- --------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Dividends $555 $169 $11 $23 $67 $825
Interest - - - - - -
-------------- ---------- ----------------- --------- ------------- ----------
Total investment income 555 169 11 23 67 825
-------------- ---------- ----------------- --------- ------------- ----------
Participant contributions 28,225 1,525 879 373 1,596 32,598
Employer contributions 8,973 295 183 89 303 9,843
Net appreciation (depreciation) in fair
value of investments 4,371 (83) - (3) (11) 4,274
-------------- ---------- ----------------- --------- ------------- ----------
Net increase in net assets available
for plan benefits for the year $42,124 $1,906 $1,073 $482 $1,955 $47,540
============== ========== =============== ========= ============= ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
H. J. HEINZ COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS PLAN
Notes to Financial Statements
(1) Plan Description:
The following description of the H. J. Heinz Company ("Company") Bargaining
Unit Employees 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 for the benefit of employees whose
collective bargaining representatives have negotiated for coverage
thereunder. 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.
Contributions
Participant contributions to the Plan may be either tax deferred or after
tax. The participant's maximum tax deferred and after tax contribution may
not exceed 12% and 10%, respectively, of his earnings. The total of a
participant's tax deferred plus after tax contributions may not exceed 12%
of his earnings. A participant may make contributions in whole percentages
of not less than 1% of his earnings.
Tax deferred contributions on behalf of certain highly compensated
participants may be limited under the rules of the Internal Revenue Code
of 1986, as amended ("Code"). Tax deferred contributions by any
participant under the Plan and any other qualified cash or deferred
arrangement were limited to $8,994 and $8,728 in 1993 and 1992,
respectively. This amount increases to $9,240 in 1994. A participant
affected by these limitations will be given timely notification by the
Committee.
If the collective bargaining agreement so provides and subject to the
approval by the Board of Directors, the Company will contribute, in
addition to the tax deferred contributions it makes on behalf of
participants, on a monthly basis (or as otherwise indicated by the
Committee) on behalf of each participating employee an amount equal to a
specified percentage of the amount of tax deferred contributions
authorized by a participant for the Plan year. The percentage amount of
any matching contribution will be specified in the collective bargaining
agreement and set forth in an appendix to the Plan document.
6
<PAGE>
H. J. HEINZ COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS PLAN
Notes to Financial Statements (Continued)
Contributions (continued)
The amount of such contribution may be different for any specified bargaining
unit, but shall be such that the Company's contributions shall not exceed the
maximum amount allowable as a deduction under the Code for such Plan year.
Such matching contributions may be made in cash or shares of the Company's
common stock of equal value. For the years ended December 31, 1993 and
1992, the matching contribution rate was 15 cents for each tax deferred
dollar up to 3% of the participant's earnings.
If the collective bargaining agreement provides, the Company shall make for
each Plan year a supplemental contribution in cash or shares of the
Company's common stock. The amount of the supplemental contribution and the
formula for and timing of allocation of the supplemental contribution among
participants' accounts shall be determined pursuant to the applicable
collective bargaining agreement and set forth in an applicable appendix to
the Plan. The amount of such contribution may be different for any specified
bargaining unit, but shall not exceed the maximum amount allowable as a
deduction under the Code for such Plan year. There were no supplemental
contributions approved for the years ended December 31, 1993 and 1992.
A participant, with the prior discretionary approval of the Committee, 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 the Company's contribution(s), as defined. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's account.
Vesting
The value of a participant's tax deferred account which will be maintained
for his tax deferred contributions, and after tax account, which will be
maintained for his after tax contributions, will be fully vested at all
times. The value of the shares of common stock purchased or contributed by
the Company allocated to a participant's matching account or supplemental
account, which will be maintained for the Company's matching contributions
and supplemental contributions, will be fully vested upon the occurrence of
any of the following events: completion of 5 years of service with respect
to matching contributions and supplemental contributions, attainment of age
65, disability or death.
7
<PAGE>
H. J. HEINZ COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS PLAN
Notes to Financial Statements (Continued)
Withdrawals
A participant may elect to withdraw from his after tax account and/or
rollover account up to 100% of his account balance.
A participant's tax deferred contributions, matching account and/or
supplemental account will be available for withdrawal if:
(a) The participant is eligible for a "hardship" withdrawal in
accordance with the rules established by the Internal Revenue
Service ("IRS"), or
(b) The participant has attained age 59 1/2.
A participant who qualifies for a hardship withdrawal is suspended from
making contributions to the plan for one year. Under present IRS rules, a
"hardship" means an immediate and heavy need to draw on financial resources
to meet obligations related to health, education or housing.
A participant, upon termination of service, shall receive a lump sum equal to
the value of his account.
Termination
In accordance with the procedures set forth in the Plan, the Company may
terminate the Plan at any time in whole or in part. To the extent permitted
under Section 401(k) of the Code and the regulations thereunder, in the event
of the dissolution, merger, consolidation or reorganization of the Company,
the Plan will terminate and the Trust Fund will be liquidated unless the Plan
is continued by a successor to the Company in accordance with the Plan. If
the Plan is completely or partially terminated, the accounts of all
participants affected thereby will become fully vested and nonforfeitable to
the extent funded.
Administration Expenses
All expenses of the Plan including record-keeping fees, administrative
charges, professional fees, and Trustee fees for the years ended December 31,
1993 and 1992 were paid by the Company.
8
<PAGE>
H. J. HEINZ COMPANY
BARGAINING UNIT EMPLOYEES 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 market value of the
underlying securities in the fund.
Investments in securities traded on a national exchange are valued at the
last reported sales price on the last business day of the year. Securities
traded on any other exchange are valued in the same manner, or, if not so
traded, on the basis of closing over-the-counter bid prices.
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
plan benefits the net 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:
Tax and ERISA counsel to the Company is of the opinion that the Plan will
be a "qualified" plan under Section 401(a) of the Code, and that the Plan
will include a qualified cash or deferred arrangement within the meaning
of Section 401(k) of the Code. The IRS will be requested to make a
determination regarding the tax status of the Plan. Qualified plans are
exempt from Federal income taxes under Section 501(a) 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.
The trust established under the Plan to hold the Plan's assets is qualified
pursuant to Section 501(c)9 of the Code, and, accordingly, the trust's net
investment income is exempt from income taxes.
9
<PAGE>
H. J. HEINZ COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS PLAN
Notes to Financial Statements (Continued)
(4) Investment Programs:
Participants may direct the investment of their tax deferred and after tax
contributions, in multiples of 10%, 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 Magellan Fund is an aggressive growth fund, the assets of which are
invested primarily in common stocks of both well-known and lesser-known
companies with above-average growth potential and a correspondingly higher
level of risk.
The assets of the Retirement Government Money Market are invested in a
money market fund. The assets consist of short-term obligations issued or
guaranteed by the U. S. Government, its agencies or instrumentalities and
repurchase agreements secured by U. S. Government obligations.
The assets of the Puritan Fund are invested in a broadly diversified
portfolio of high-yielding securities. The assets consist of common
stocks, preferred stocks and corporate bonds.
The assets of the Intermediate Bond Fund are invested in high-quality,
fixed-income obligations whose average maturity ranges between 3 and 10
years.
The 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 Magellan, Retirement Government Money Market, Puritan, Intermediate Bond,
and Retirement Growth Funds are managed by Fidelity Management and Research
Company.
10
<PAGE>
H. J. HEINZ COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS PLAN
Notes to Financial Statements (Continued)
(5) Net Appreciation or Depreciation in Fair Value of Investments:
During 1993 and 1992, the Plan's investments (including investments bought,
sold, as well as held during the year) appreciated (depreciated) in value by
$(10,886) and $4,274, respectively, as follows:
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, December 31,
1993 1992
------------ ------------
<S> <C> <C>
Investments at Fair Value as
Determined by Quoted Market Price:
Mutual Funds $ (1) $ (97)
Common Stock (10,885) 4,371
-------- -----
$(10,886) $4,274
======== ======
</TABLE>
(6) Forfeitures:
Company contributions which have been credited to participants' accounts and
which have not vested are, under certain circumstances, forfeited upon
termination of employment. These forfeitures are credited against subsequent
Company contributions. There were no forfeitures in 1993 or 1992.
(7) 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:
<TABLE>
<CAPTION>
December 31, 1993 December 31, 1992
----------------- -----------------
<S> <C> <C> <C> <C>
H. J. Heinz Co. Stock Fund.... 83,748 $ .981 36,584 $1.151
Retirement Gov't. Money Market 2,708 $1.048 1,047 $1.026
Intermediate Bond Fund........ 4,198 $1.184 1,828 $1.069
Puritan Fund.................. 843 $1.312 451 $1.068
Magellan Fund................. 3,579 $1.297 1,808 $1.054
Retirement Growth Fund....... 274 $1.046 - $-
</TABLE>
11
<PAGE>
H. J. HEINZ COMPANY
BARGAINING UNIT EMPLOYEES SAVINGS PLAN
Notes to Financial Statements (Continued)
(8) Investments:
Investments at December 31, 1993 and 1992 were as follows:
<TABLE>
<CAPTION>
December 31, 1993 December 31, 1992
----------------------------- ------------------------------
Shares or Shares or
units Cost Market units Cost Market
-------- -------- -------- --------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
H. J. Heinz Co. Stock Fund:
H. J. Heinz Co. Common Stock 2,117 $90,435 $75,941 955 $39,458 $42,124
Bankers Trust Pyramid Directed
Cash Fund 1,320 1,320 1,320 - - -
-------- -------- -------- --------- ------- --------
91,755 77,261 39,458 42,124
-------- -------- ------- --------
Magellan Fund:
Fidelity Magellan Fund 60 4,251 4,266 30 2,008 1,906
-------- -------- ------- --------
4,251 4,266 2,008 1,906
-------- -------- ------- --------
Retirement Gov't. Money Market:
Fidelity Retirement Gov't. Money Market 2,668 2,668 2,668 1,073 1,073 1,073
-------- -------- ------- --------
2,668 2,668 1,073 1,073
-------- -------- ------- --------
Puritan Fund:
Fidelity Puritan Fund 68 1,073 1,063 33 487 482
-------- -------- ------- --------
1,073 1,063 487 482
-------- -------- ------- --------
Intermediate Bond Fund:
Fidelity Intermediate Bond Fund 434 4,684 4,677 188 1,967 1,955
-------- -------- ------- --------
4,684 4,677 1,967 1,955
-------- -------- ------- --------
Retirement Growth Fund:
Fidelity Retirement Growth Fund 5 83 84 - - -
-------- -------- ------- --------
83 84 - -
-------- -------- ------- --------
$104,514 $90,019 $44,993 $47,540
======== ======== ======= ========
</TABLE>
12
