<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
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)
<PAGE>
Financial Statements and Exhibits
The following Plan financial statements, schedules and reports are attached
hereto:
1. Independent Auditors' Report dated June 28, 1994 of Coopers & Lybrand for
the Plan financial statements
2. Statements of Net Assets Available for Plan Benefits as of
December 31, 1993 and 1992
3. Statements of Changes in Net Assets Available for Plan Benefits
for the Years Ended December 31, 1993 and 1992
4. Notes to Financial Statements
5. Supplemental Schedule of December 31, 1993 Assets Held for Investment
Purposes as of December 31, 1993
6. Supplemental Schedule of Reportable Transactions for the Year Ended
December 31, 1993
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 dated June 28, 1994 is filed herein.
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 EMPLOYEES
RETIREMENT AND SAVINGS PLAN
(Name of Plan)
EMPLOYEE BENEFITS ADMINISTRATION BOARD
By: ......../s/ GEORGE C. GREER..........
George C. Greer, Chairman
June 28, 1994
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
H. J. HEINZ COMPANY EMPLOYEE
BENEFITS ADMINISTRATION BOARD:
We have audited the statements of net assets available for plan benefits of
the H. J. Heinz Company Employees Retirement and Savings Plan (formerly the
H. J. Heinz Company Employees Savings Plan prior to January 1, 1993) as of
December 31, 1993 and 1992 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, 1993 and
1992 and the changes in net assets available for plan benefits for the years
then ended, in conformity with generally accepted accounting principles.
As discussed in note 10 to the financial statements, the H. J. Heinz Company
Employees Retirement and Savings Plan changed its method of accounting for
payments due to participants in 1993, in accordance with the American Institute
of Certified Public Accountants revised Audit and Accounting Guide "Audits of
Employee Benefit Plans", as of May 1, 1993.
Our audits were made for the purpose of forming an opinion on the 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 supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
COOPERS & LYBRAND
Pittsburgh, Pennsylvania
June 28, 1994
3
<PAGE>
H. J. HEINZ COMPANY
EMPLOYEES RETIREMENT AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1993
<TABLE>
<CAPTION>
H. J. Heinz Co. GIC Group Magellan Retirement Gov't. Retirement
Stock Fund Trust Fund Fund Money Market Growth Fund
----------------- ------------- ------------- -------------------- ---------------
<S> <C> <C> <C> <C> <C>
Assets:
Investments $137,916,072 $5,592,592 $23,197,149 $8,744,539 $9,161,844
Investment income receivable:
Dividends 1,263,489 - - - -
Interest and other 4,280 - - - -
----------------- ------------- ------------- -------------------- ---------------
Total investment income receivable 1,267,769 - - - -
----------------- ------------- ------------- -------------------- ---------------
Contributions receivable:
Employee 420,419 17,974 168,582 42,308 65,710
Employer - 32,438 258,293 198,066 128,824
----------------- ------------- ------------- -------------------- ---------------
Total contributions receivable 420,419 50,412 426,875 240,374 194,534
----------------- ------------- ------------- -------------------- ---------------
Receivable from Clorox plan (note 8) - - - 286,693 344,189
Due from broker for securities sold 375,626 - - - -
----------------- ------------- ------------- -------------------- ---------------
Total Assets $139,979,886 $5,643,004 $23,624,024 $9,271,606 $9,700,567
----------------- ------------- ------------- -------------------- ---------------
Liabilities:
Notes payable to H. J. Heinz Company $ - $ - $ - $ - $ -
Accrued interest due on note payable - - - - -
Accrued administrative expenses 130,180 5,279 21,896 8,254 8,648
----------------- ------------- ------------- -------------------- ---------------
Total Liabilities $130,180 $5,279 $21,896 $8,254 $8,648
----------------- ------------- ------------- -------------------- ---------------
Net Assets Available for Plan Benefits $139,849,706 $5,637,725 $23,602,128 $9,263,352 $9,691,919
================= ============= ============= ==================== ===============
<CAPTION>
Equity-Income Puritan Intermediate Asset Manager: Asset Manager:
Fund Fund Bond Fund Growth Fund Income Fund
----------------- ------------- ------------- -------------------- ---------------
<S> <C> <C> <C> <C> <C>
Assets:
Investments $6,486,806 $11,553,868 $5,896,692 $681,391 $122,590
Investment income receivable:
Dividends - - - - -
Interest and other - - - - -
----------------- ------------- ------------- -------------------- ---------------
Total investment income receivable - - - - -
----------------- ------------- ------------- -------------------- ---------------
Contributions receivable:
Employee 42,080 70,527 26,492 9,191 942
Employer 78,130 168,361 70,693 8,031 1,135
----------------- ------------- ------------- -------------------- ---------------
Total contributions receivable 120,210 238,888 97,185 17,222 2,077
----------------- ------------- ------------- -------------------- ---------------
Receivable from Clorox plan (note 8) 287,910 - 196,249 3,030 9,408
Due from broker for securities sold - - - - -
----------------- ------------- ------------- -------------------- ---------------
Total Assets $6,894,926 $11,792,756 $6,190,126 $701,643 $134,075
----------------- ------------- ------------- -------------------- ---------------
Liabilities:
Notes payable to H. J. Heinz Company $ - $ - $ - $ - $ -
Accrued interest due on note payable - - - - -
Accrued administrative expenses 6,123 10,906 5,566 643 116
----------------- ------------- ------------- -------------------- ---------------
Total Liabilities $ 6,123 $ 10,906 $ 5,566 $ 643 $ 116
----------------- ------------- ------------- -------------------- ---------------
Net Assets Available for Plan Benefits $6,888,803 $11,781,850 $6,184,560 $701,000 $133,959
================= ============= ============= ==================== ===============
<CAPTION>
Asset Manager Overseas Participants' ESOP
Fund Fund Loans Trust Total
----------------- ------------- ------------- -------------------- ---------------
<S> <C> <C> <C> <C> <C>
Assets:
Investments $1,007,476 $2,222,256 $525,242 $52,402,283 $265,510,800
Investment income receivable:
Dividends - - - 481,214 1,744,703
Interest and other - - - - 4,280
----------------- ------------- ------------- -------------------- ---------------
Total investment income receivable - - - 481,214 1,748,983
----------------- ------------- ------------- -------------------- ---------------
Contributions receivable:
Employee 5,545 21,063 - - 890,833
Employer 7,932 11,346 - 389,083 1,352,332
----------------- ------------- ------------- -------------------- ---------------
Total contributions receivable 13,477 32,409 - 389,083 2,243,165
----------------- ------------- ------------- -------------------- ---------------
Receivable from Clorox plan (note 8) - 70,295 - - 1,197,774
Due from broker for securities sold - - - - 375,626
----------------- ------------- ------------- -------------------- ---------------
Total Assets $1,020,953 $2,324,960 $525,242 $53,272,580 $271,076,348
----------------- ------------- ------------- -------------------- ---------------
Liabilities:
Notes payable to H. J. Heinz Company $ - $ - $ - $35,471,017 $35,471,017
Accrued interest due on note payable - - - 58,157 58,157
Accrued administrative expenses 951 2,097 - 38,439 239,098
----------------- ------------- ------------- -------------------- ---------------
Total Liabilities $ $951 $ 2,097 $ - $35,567,613 $35,768,272
----------------- ------------- ------------- -------------------- ---------------
Net Assets Available for Plan Benefits $1,020,002 $2,322,863 $ 525,242 $17,704,967 $235,308,076
================= ============= ============= ==================== ===============
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
H. J. HEINZ COMPANY
EMPLOYEES RETIREMENT AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1992
<TABLE>
<CAPTION>
H. J. Heinz Co. GIC Group Magellan Retirement Gov't. Retirement Equity-Income
Stock Fund Trust Fund Fund Money Market Growth Fund Fund
---------------- ------------ ----------- ------------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments $182,778,308 $5,543,609 $12,201,413 $6,910,476 $4,767,739 $3,531,273
Interfund receivable (payable) (852,877) - 168,320 (128,186) 117,720 174,092
Investment income receivable:
Dividends 1,253,810 - - - - -
Interest and other 1,530 34,311 - - - -
---------------- ----------- ----------- ------------------- ------------ --------------
Total investment income
receivable 1,255,340 34,311 - - - -
----------------- ------------ ----------- ------------------- ------------- --------------
Other - 7,509 2,005 3,234 482 2,450
Total Assets $183,180,771 $5,585,429 $12,371,738 $6,785,524 $4,885,941 $3,707,815
----------------- ------------ ----------- ------------------- ------------- --------------
Liabilities:
Payable to participants
withdrawn from the Plan
(note 10) $ 4,078,487 $ 53,288 $ 87,544 $ 174,165 $ 5,156 $ 18,640
Forfeitures to be applied to
future company contributions 218,378 - - - - -
Notes payable to H. J. Heinz
Company - - - - - -
Accrued interest due on note
payable - - - - - -
Other 3,066 - - 307 - -
----------------- ------------ ----------- ------------------- ------------- --------------
Total Liabilities $ 4,299,931 $ 53,288 $ 87,544 $ 174,472 $ 5,156 $ 18,640
----------------- ------------ ----------- ------------------- ------------- --------------
Net Assets Available for
Plan Benefits $178,880,840 $5,532,141 $12,284,194 $6,611,052 $4,880,785 $3,689,175
================= ============ =========== =================== ============ ==============
</TABLE>
<TABLE>
<CAPTION>
Puritan Intermediate Participants' ESOP
Fund Bond Fund Loans Trust Total
----------- -------------- --------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Assets:
Investments $6,225,612 $3,678,684 $804,934 $66,261,364 $292,703,412
Interfund receivable (payable) 224,176 296,755 - - -
Investment income receivable:
Dividends - - - 451,230 1,705,040
Interest and other - - - - 35,841
----------- -------------- --------- ------------ -------------
Total investment income
receivable - - - 451,230 1,740,881
----------- -------------- --------- ------------ -------------
Other 432 4,312 - - 20,424
----------- -------------- --------- ------------ -------------
Total Assets $6,450,220 $3,979,751 $804,934 $66,712,594 $294,464,717
----------- -------------- --------- ------------ -------------
Liabilities:
Payable to participants
withdrawn from the Plan
(note 10) $ 45,685 $ 157,378 $ - $ 220,845 $ 4,841,188
Forfeitures to be applied to
future company contributions - - - - 218,378
Notes payable to H. J. Heinz
Company - - - 39,122,385 39,122,385
Accrued interest due on note
payable - - - - -
Other 309 - - 66,316 69,998
----------- -------------- --------- ------------ -------------
Total Liabilities $ 45,994 $ 157,378 $ - $39,409,546 $ 44,251,949
----------- -------------- --------- ------------ -------------
Net Assets Available for
Plan Benefits $6,404,226 $3,822,373 $804,934 $27,303,048 $250,212,768
=========== ============== ========= ============ =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
H. J. HEINZ COMPANY
EMPLOYEES RETIREMENT AND 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. GIC Group Magellan Retirement Gov't. Retirement
Stock Fund Trust Fund Fund Money Market Growth Fund
------------ ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Dividends $4,941,417 $ - $1,931,169 $ - $861,991
Interest 55,036 371,240 - 214,196 -
------------ ---------- ----------- ---------- ----------
Total investment income 4,996,453 371,240 1,931,169 214,196 861,991
------------ ---------- ----------- ---------- ----------
Participant contributions 4,386,637 261,841 2,229,689 575,187 668,875
Age-related employer contributions 2,020,507 475,411 3,497,952 2,640,896 1,853,559
ESOP debt service funding - - - - -
Merger of Portion Pac, Inc. plan assets (note 8) - - - 1,252,586 -
Merger of Clorox plan assets (note 8) - - - 286,693 344,189
Transfers for repayments
of participants' loans 264,173 7,177 43,521 13,313 19,091
Interfund transfers (7,110,661) (690,083) 3,117,470 (1,504,677) 768,730
------------ ---------- ----------- ---------- ----------
Net transfers (6,846,488) (682,906) 3,160,991 (1,491,364) 787,821
------------ ---------- ----------- ---------- ----------
------------ ---------- ----------- ---------- ----------
Total additions 4,557,109 425,586 10,819,801 3,478,194 4,516,435
------------ ---------- ----------- ---------- ----------
Deductions:
Withdrawals 12,606,834 345,387 1,048,795 957,972 218,112
Administrative expenses 938,107 27,903 99,545 42,087 38,597
Interest expense on note payable - - - - -
Net (appreciation) depreciation
in fair value of investments 34,121,789 - (1,558,929) - (546,252)
------------ ---------- ----------- ---------- ----------
Total deductions 47,666,730 373,290 (410,589) 1,000,059 (289,543)
------------ ---------- ----------- ---------- ----------
Net increase (decrease) in net assets available
for plan benefits for the year, before cumulative
effect of accounting change (43,109,621) 52,296 11,230,390 2,478,135 4,805,978
Cumulative effect of accounting change (note 10) 4,078,487 53,288 87,544 174,165 5,156
------------ ---------- ----------- ---------- ----------
Net increase (decrease) in net assets available
for plan benefits for the year (39,031,134) 105,584 11,317,934 2,652,300 4,811,134
Net assets available for plan benefits at
the beginning of the year 178,880,840 5,532,141 12,284,194 6,611,052 4,880,785
Net assets available for plan benefits at ------------ ---------- ----------- ---------- ----------
the end of the year $139,849,706 $5,637,725 $23,602,128 $9,263,352 $9,691,919
============ ========== =========== ========== ==========
<CAPTION>
Equity-Income Puritan Intermediate Asset Manager: Asset Manager:
Fund Fund Bond Fund Growth Fund Income Fund
------------ ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Dividends $208,699 $1,295,961 $ - $ - $ -
Interest - - 379,760 22,176 2,684
------------ ---------- ----------- ---------- ----------
Total investment income 208,699 1,295,961 379,760 22,176 2,684
------------ ---------- ----------- ---------- ----------
Participant contributions 455,276 762,262 408,535 41,342 13,734
Age-related employer contributions 1,076,588 2,269,494 1,021,558 72,026 11,162
ESOP debt service funding - - - - -
Merger of Portion Pac, Inc. plan assets (note 8) - - - - -
Merger of Clorox plan assets (note 8) 287,910 - 196,249 3,030 9,408
Transfers for repayments
of participants' loans 15,126 26,036 6,142 824 -
Interfund transfers 810,419 1,321,368 449,932 534,729 97,595
------------ ---------- ----------- ---------- ----------
Net transfers 825,545 1,347,404 456,074 535,553 97,595
------------ ---------- ----------- ---------- ----------
------------ ---------- ----------- ---------- ----------
Total additions 2,854,018 5,675,121 2,462,176 674,127 134,583
------------ ---------- ----------- ---------- ----------
Deductions:
Withdrawals 355,329 613,128 361,682 430 -
Administrative expenses 28,289 51,746 26,716 1,972 313
Interest expense on note payable - - - - -
Net (appreciation) depreciation
in fair value of investments (710,588) (321,692) (131,031) (29,275) 311
------------ ---------- ----------- ---------- ----------
Total deductions (326,970) 343,182 257,367 (26,873) 624
------------ ---------- ----------- ---------- ----------
Net increase (decrease) in net assets available
for plan benefits for the year, before cumulative
effect of accounting change 3,180,988 5,331,939 2,204,809 701,000 133,959
Cumulative effect of accounting change (note 10) 18,640 45,685 157,378 - -
------------ ---------- ----------- ---------- ----------
Net increase (decrease) in net assets available
for plan benefits for the year 3,199,628 5,377,624 2,362,187 701,000 133,959
Net assets available for plan benefits at
the beginning of the year 3,689,175 6,404,226 3,822,373 - -
Net assets available for plan benefits at ------------ ----------- ----------- ---------- ----------
the end of the year $6,888,803 $11,781,850 $6,184,560 $701,000 $133,959
============ =========== ========== ========== ==========
<CAPTION>
Asset Manager Overseas Participants' ESOP
Fund Fund Loans Trust Total
------------ ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Dividends $ - $ - $ - $1,864,510 $11,103,747
Interest 42,236 31,510 - - 1,118,838
------------ ---------- ----------- ---------- ----------
Total investment income 42,236 31,510 - 1,864,510 12,222,585
------------ ---------- ----------- ---------- ----------
Participant contributions 27,688 45,427 - - 9,876,493
Age-related employer contributions 56,734 84,633 - - 15,080,520
ESOP debt service funding - - - 3,858,583 3,858,583
Merger of Portion Pac, Inc. plan assets (note 8) - - 64,281 - 1,316,867
Merger of Clorox plan assets (note 8) - 70,295 52,459 - 1,250,233
Transfers for repayments
of participants' loans - 1,029 (396,432) - -
Interfund transfers 863,680 1,997,863 - (656,365) -
------------ ---------- ----------- ---------- ----------
Net transfers 863,680 1,998,892 (396,432) (656,365) -
------------ ---------- ----------- ---------- ----------
------------ ---------- ----------- ---------- ----------
Total additions 990,338 2,230,757 (279,692) 5,066,728 43,605,281
------------ ---------- ----------- ---------- ----------
Deductions:
Withdrawals - 7,253 - 1,437,686 17,952,608
Administrative expenses 3,260 5,118 - 114,312 1,377,965
Interest expense on note payable - - - 1,686,440 1,686,440
Net (appreciation) depreciation
in fair value of investments (32,924) (104,477) - 11,647,216 42,334,148
------------ ---------- ----------- ---------- ----------
Total deductions (29,664) (92,106) - 14,885,654 63,351,161
------------ ---------- ----------- ---------- ----------
Net increase (decrease) in net assets available
for plan benefits for the year, before cumulative
effect of accounting change 1,020,002 2,322,863 (279,692) (9,818,926) (19,745,880)
Cumulative effect of accounting change (note 10) - - - 220,845 4,841,188
------------ ---------- ----------- ---------- ----------
Net increase (decrease) in net assets available
for plan benefits for the year 1,020,002 2,322,863 (279,692) (9,598,081) (14,904,692)
Net assets available for plan benefits at
the beginning of the year - - 804,934 27,303,048 250,212,768
Net assets available for plan benefits at ------------ ---------- ----------- ----------- ------------
the end of the year $1,020,002 $2,322,863 $525,242 $17,704,967 $235,308,076
============ ========== =========== =========== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
H. J. HEINZ COMPANY
EMPLOYEES RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the Year Ended December 31, 1992
<TABLE>
<CAPTION>
H. J. Heinz Co. GIC Group Magellan Retirement Gov't. Retirement
Stock Fund Trust Fund Fund Money Market Growth Fund
--------------- ---------- ----------- ----------------- ------------
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Dividends $5,154,564 $- $1,743,867 $- $891,747
Interest 34,908 361,689 - 260,894 -
--------------- ---------- ----------- ----------------- ------------
Total investment income 5,189,472 361,689 1,743,867 260,894 891,747
--------------- ---------- ----------- ----------------- ------------
Participant contributions 7,286,684 592,954 1,746,381 489,513 610,173
ESOP debt service funding - - - - -
Transfers for repayments
of participants' loans 905,962 13,398 93,525 27,908 25,146
Interfund transfers (6,400,243) 997,780 1,125,510 99,235 1,530,502
Transfers to the H. J. Heinz Company
Employees Retirement System - - - - -
--------------- ---------- ----------- ----------------- ------------
Net transfers (5,494,281) 1,011,178 1,219,035 127,143 1,555,648
--------------- ---------- ----------- ----------------- ------------
Net appreciation (depreciation)
in fair value of investments 21,739,978 - (925,180) - (399,256)
--------------- ---------- ----------- ----------------- ------------
Total additions 28,721,853 1,965,821 3,784,103 877,550 2,658,312
--------------- ---------- ----------- ----------------- ------------
Deductions:
Withdrawals 44,793,201 1,179,910 2,879,754 2,336,995 604,859
Administrative expenses 128,400 2,400 5,700 5,700 1,200
Interest expense on note payable - - - - -
--------------- ---------- ----------- ----------------- ------------
Total deductions 44,921,601 1,182,310 2,885,454 2,342,695 606,059
--------------- ---------- ----------- ----------------- ------------
Net increase (decrease) in net assets available
for plan benefits for the year (16,199,748) 783,511 898,649 (1,465,145) 2,052,253
Net assets available for plan benefits at
the beginning of the year 195,080,588 4,748,630 11,385,545 8,076,197 2,828,532
Net assets available for plan benefits at --------------- ---------- ----------- ----------------- ------------
the end of the year $178,880,840 $5,532,141 $12,284,194 $6,611,052 $4,880,785
=============== ========== =========== ================= ============
</TABLE>
<TABLE>
<CAPTION>
Equity-Income Puritan Intermediate Participants' ESOP
Fund Fund Bond Fund Loans Trust Total
--------------- ---------- ----------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Dividends $114,749 $572,290 $- $- $1,745,242 $10,222,459
Interest - - 235,770 85,276 - 978,537
--------------- ---------- ----------- ---------- ----------- ------------
Total investment income 114,749 572,290 235,770 85,276 1,745,242 11,200,996
--------------- ---------- ----------- ---------- ----------- ------------
Participant contributions 435,366 739,357 308,015 - - 12,208,443
ESOP debt service funding - - - - 3,919,820 3,919,820
Transfers for repayments
of participants' loans 14,846 27,057 11,534 (1,119,376) - -
Interfund transfers 591,687 612,710 1,548,821 - (106,002) -
Transfers to the H. J. Heinz Company
Employees Retirement System - - - - (7,498) (7,498)
--------------- ---------- ----------- ---------- ----------- ------------
Net transfers 606,533 639,767 1,560,355 (1,119,376) (113,500) (7,498)
--------------- ---------- ----------- ---------- ----------- ------------
Net appreciation (depreciation)
in fair value of investments 299,623 230,171 (69,266) - 7,731,309 28,607,379
--------------- ---------- ----------- ---------- ----------- ------------
Total additions 1,456,271 2,181,585 2,034,874 (1,034,100) 13,282,871 55,929,140
--------------- ---------- ----------- ---------- ----------- ------------
Deductions:
Withdrawals 513,218 940,941 779,920 - 2,047,729 56,076,527
Administrative expenses 2,400 2,400 1,800 - 122,105 272,105
Interest expense on note payable - - - - 1,981,608 1,981,608
--------------- ---------- ----------- ---------- ----------- ------------
Total deductions 515,618 943,341 781,720 - 4,151,442 58,330,240
--------------- ---------- ----------- ---------- ----------- ------------
Net increase (decrease) in net assets available
for plan benefits for the year 940,653 1,238,244 1,253,154 (1,034,100) 9,131,429 (2,401,100)
Net assets available for plan benefits at
the beginning of the year 2,748,522 5,165,982 2,569,219 1,839,034 18,171,619 252,613,868
Net assets available for plan benefits at --------------- ---------- ----------- ---------- ----------- ------------
the end of the year $3,689,175 $6,404,226 $3,822,373 $804,934 $27,303,048 $250,212,768
=============== ========== =========== ========== =========== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
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. The Plan was amended
effective January 1, 1993 to provide for the age-related company
contribution account, which is explained in detail below; to authorize
the payment of all applicable plan administrative expenses from Plan
assets; to permit plan forfeitures to be used to either offset future
employer contributions or to be used to pay for plan administrative
expenses; and to change the name of the Plan from the H. J. Heinz Company
Employees Savings Plan to the H. J. Heinz Company Employees Retirement and
Savings Plan.
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 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 total of a participant's tax deferred and after tax contributions
may not exceed 13% of his 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 $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.
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.
8
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
Contributions (continued)
A Company Contribution Account ("CCA") was added to the Plan effective
January 1, 1993. The Company will make monthly, age-related contributions to
the accounts of participating employees who direct the investment of such
contributions into one or more of the investment funds stated in note 4, 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.
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").
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 account.
Vesting
The value of a participant's tax deferred account which will be maintained
for his tax deferred contributions, after tax account, which will be
maintained for his after tax contributions, and rollover account, which
will be maintained for his 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), discharge without cause, termination of employment
after attainment of age 55, attainment of age 65, total and permanent
disability, or death.
9
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
Withdrawals
A participant may elect to withdraw from his after tax or rollover account
up to 100% of his account balance.
A participant's matching account will be available for withdrawal if:
(a) The participant 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 his 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 his CCA during active
employment before age 70 1/2.
A participant who qualifies for a hardship withdrawal and withdraws from his
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 his account or annual installments over a period
not to exceed 30 years. A terminated participant may also elect to choose a
direct transfer of his 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,
1993 and 1992, were between 6.06% and 12.50%.
10
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
Loans (continued)
Payment of principal and interest is by payroll withholding, 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.
Administration Expenses
Expenses of the Plan including record-keeping fees, administrative charges,
professional fees, and trustee fees, may be paid by the Trustee from the
assets of the Trust Fund unless paid by the Company. For the year ended
December 31, 1993 administrative expenses amounting to $1,377,965 were paid
by the Trustee from the assets of the Plan. For the year ended December 31,
1992, the Company paid all administrative expenses in excess of $150,000 that
were related to the operation of the Plan's funds, excluding the ESOP trust.
Expenses absorbed by the Plan were allocated to the various funds of
the Plan, excluding the ESOP trust, based on the net asset value of the
individual fund as a percentage of the total net asset value of the Plan's
funds, excluding the ESOP trust.
For the years ended December 31, 1993 and 1992, the Plan's administrative
expenses relating to the ESOP amounted to $114,312 and $122,105,
respectively, and were paid from the assets of the ESOP trust.
The Committee adopted a policy in March, 1992, stating that 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, 1993 was $186,129.
11
<PAGE>
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 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 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.
Certain reclassifications were made to prior year's amounts to conform
with the 1993 presentations.
(3) Federal Income Taxes:
The IRS has made a determination that the Plan is a qualified plan under
Section 401(a) of the Internal Revenue Code of 1986, as amended ("Code").
Therefore, the Trust established under the Plan is exempt from Federal
income taxes under Section 501(a) of the Code.
The IRS will be requested to review the Plan amendments made since the
determination letter was granted, including the incorporation of the ESOP
into the Plan. 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.
12
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
(3) Federal Income Taxes (continued):
Under present Federal income tax laws and regulations, and as long as the
Plan is approved as a qualified plan, participants are not subject to
Federal income taxes as a result of their participation in the Plan until
their accounts are withdrawn or distributed to them.
(4) Investment Programs:
Participants may direct the investment of their tax deferred and after tax
contributions, in multiples of 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 GIC Group Trust Fund invests the contributions of plan participants in
guaranteed investment contracts which are issued by insurance companies
that guarantee payment of interest and principal. The GIC Group Trust is
managed by Fidelity Management Trust Company and available to other
employee benefit trusts.
Interest rates are determined annually for contributions made during the
year. The actual interest rate for any funds in the GIC Group Trust after
the initial year will be a blended rate based on the respective rates of
interest earned by prior contributions 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.
Transfers are not permitted between the GIC Group Trust Fund and either
the Retirement Government Money Market (known as the U. S. Government
Reserve Fund prior to January 1, 1993) or the Intermediate Bond Funds.
Transfers into or out of the GIC Group Trust Fund may be made once
a quarter.
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.
13
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
(4) Investment Programs (continued):
The Retirement Growth Fund is an aggressive growth fund which seeks
capital appreciation by investing primarily in common stocks, although it
can invest in all types of securities.
The assets of the Equity-Income Fund are invested primarily in common
stocks, but are also invested in preferred stocks, corporate bonds and
convertible securities.
The assets of the Puritan Fund are invested in a broadly diversified
portfolio of high-yielding securities. The assets consist of common
stocks, preferred stocks and corporate bonds.
The assets of the Intermediate Bond Fund are invested in high-quality,
fixed-income obligations whose average maturity ranges between 3 and 10
years.
In addition, effective January 1, 1993, the following funds were made
available in order to provide participants with greater investment
possibilities.
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 with reduced risk over the long term.
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.
14
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
(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:
<TABLE>
<CAPTION>
December 31, 1993 December 31, 1992
------------------ -----------------
<S> <C> <C> <C> <C>
H. J. Heinz Co. Stock Fund.... 166,296,863 $ .839 13,053,315 $13.704
Retirement Gov't. Money Market 8,471,763 $ 1.024 4,924,892 $ 1.342
GIC Group Trust Fund.......... 5,262,573 $ 1.063 3,841,023 $ 1.440
Intermediate Bond Fund........ 5,287,054 $ 1.114 2,540,201 $ 1.505
Puritan Fund.................. 9,565,146 $ 1.208 3,572,724 $ 1.793
Equity-Income Fund............ 5,376,679 $ 1.206 2,196,612 $ 1.679
Magellan Fund................. 18,675,502 $ 1.241 5,733,544 $ 2.143
Retirement Growth Fund........ 7,525,863 $ 1.217 2,495,396 $ 1.956
Overseas Fund................. 1,935,236 $ 1.148
Asset Manager Fund............ 896,691 $ 1.124
Asset Manager: Growth Fund... 589,868 $ 1.155
Asset Manager: Income Fund... 115,414 $ 1.061
</TABLE>
(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 $140,843 for the year ended December 31, 1993 and
$191,257 for the year ended December 31, 1992.
(7) ESOP Trust:
In September, 1989, the ESOP trust borrowed $50 million and purchased
1,577,908 shares of Heinz Common Stock at $31.6875 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 1993 and 1992, the
number of shares released from the suspense account for allocation to
participant accounts as a result of principal repayments was 130,405 and
129,689, 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, 1993 and 1992, $37,085,514 and $51,509,789, respectively, of
unallocated assets were held by the ESOP.
15
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
(7) ESOP Trust (continued):
The ESOP debt is in the form of an interest-bearing promissory note. For the
years ended December 31, 1993 and 1992, the weighted average interest rate
was 3.3281% and 3.9583%, respectively. Repayment of the loan will be made
primarily through semi-annual payments. Dividends paid by the Company on the
unallocated shares of the Heinz Common Stock will be applied for repayment
of the loan.
When dividends paid are not sufficient to make semi-annual 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 1993 is: $2,468,450 in 1994, $2,526,296 in 1995, $2,668,970 in
1996, $2,819,702 in 1997 and $2,978,947 in 1998.
(8) Mergers:
On April 14, 1993, the Board approved the merger of certain assets of the
Portion Pac, Inc. Thrift Savings (401-(k)) Plan ("PPI Plan") into the
Plan and certain participants of the PPI Plan became eligible for
membership in the Plan effective June 1, 1993.
The transfer of PPI Plan assets occurred on August 5, 1993. The total assets
transferred from the PPI Plan to the Plan was $1,316,867 of which $64,281
represented PPI Plan participant loan balances.
On July 1, 1993, the Company purchased the Clorox Company's Food Service
Products Division. Certain participants in the Clorox Company Tax Reduction
Investment Plan ("TRIP") employed by the Clorox Company's Food Service
Products Division ("Affected Participants") became eligible for membership
in the Plan effective December 1, 1993. Affected Participants' TRIP loan
balances of $52,459 were merged into the Plan effective December 1, 1993.
All other TRIP assets related to Affected Participants were not transferred
to the Plan until February 28, 1994. Accordingly, the Plan has recorded a
transfer receivable of $1,197,774.
16
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
(9) Sale of the Hubinger Company:
On June 27, 1991, the Company sold The Hubinger Company ("Hubinger") to
Roquette Freres. As a result of this sale, all Hubinger participant
contributions and company matching contributions were suspended beginning
July 1, 1991. All Hubinger employees who had been participating in the Plan
at the time of the sale were given written notification in December, 1991,
regarding the status of their account balances. They were informed that any
account balances not withdrawn by March 31, 1992 would remain in the Plan and
would be subject to all rules and regulations of the Plan, as they were prior
to the sale of Hubinger.
Total Hubinger participant withdrawals made between January 1, 1992 and
March 31, 1992 amounted to $13,782,824.
(10) Change in Accounting:
In accordance with the American Institute of Certified Public Accountants
revised Audit and Accounting Guide "Audits of Employee Benefit Plans", as of
May 1, 1993 ("Guide"), the Plan changed its method of accounting for
distributions payable to participants in 1993. Presently, the Plan includes
payments due to participants in net assets available for plan benefits in
accordance with the Guide. The Plan previously presented such amounts as a
liability. The cumulative effect of the change is to increase net assets
available for plan benefits by $4,841,188 as of January 1, 1993. Payments due
to participants as of December 31, 1993 was $1,434,993. 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
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
(11) Investments:
Investments at December 31, 1993 and 1992 were as follows:
<TABLE>
<CAPTION>
December 31, 1993
-------------------------------
Shares or
units Fair Value
------------ ---------------
<S> <C> <C>
H. J. Heinz Co. Stock Fund:
H. J. Heinz Co. Common Stock 3,799,888 $136,320,982
Bankers Trust Pyramid Directed
Cash Fund 1,595,090 1,595,090
------------ ---------------
137,916,072
---------------
GIC Group Trust Fund:
Fidelity GIC Group Trust 5,592,592 5,592,592
Bankers Trust Pyramid Directed
Cash Fund - -
------------ ---------------
5,592,592
---------------
Magellan Fund:
Fidelity Magellan Fund 327,412 23,197,149
------------ ---------------
23,197,149
---------------
Retirement Government Money Market:
Fidelity Retirement Gov't. Money Mkt. 8,744,539 8,744,539
------------ ---------------
8,744,539
---------------
Retirement Growth Fund:
Fidelity Retirement Growth Fund 505,052 9,161,649
Bankers Trust Pyramid Directed
Cash Fund 195 195
------------ ---------------
9,161,844
---------------
Equity-Income Fund:
Fidelity Equity-Income Fund 191,691 6,486,806
Bankers Trust Pyramid Directed
Cash Fund - -
------------ ---------------
6,486,806
---------------
Puritan Fund:
Fidelity Puritan Fund 733,578 11,553,868
------------ ---------------
11,553,868
---------------
Intermediate Bond Fund:
Fidelity Intermediate Bond Fund 547,003 5,896,692
Bankers Trust Pyramid Directed
Cash Fund - -
------------ ---------------
5,896,692
---------------
Overseas Fund:
Fidelity Overseas Fund 81,016 2,222,256
------------ ---------------
2,222,256
---------------
Asset Manager Fund:
Fidelity Asset Manager Fund 65,420 1,007,476
------------ ---------------
1,007,476
---------------
Asset Manager - Growth Fund:
Fidelity Asset Manager - Growth Fund 47,817 681,391
------------ ---------------
681,391
---------------
Asset Manager - Income Fund:
Fidelity Asset Manager - Income Fund 11,071 122,442
Bankers Trust Pyramid Directed
Cash Fund 148 148
------------ ---------------
122,590
---------------
Participants' Loans - 525,242
------------ ---------------
ESOP Trust:
H. J. Heinz Co. Common Stock 1,458,143 52,310,879
Mellon Bank Temporary
Investment Fund 91,404 91,404
------------ ---------------
52,402,283
---------------
$265,510,800
===============
</TABLE>
<TABLE>
<CAPTION>
December 31, 1992
-------------------------------
Shares or
units Fair Value
------------ ---------------
<S> <C> <C>
H. J. Heinz Co. Stock Fund:
H. J. Heinz Co. Common Stock 4,129,032 $182,193,550
Bankers Trust Pyramid Directed
Cash Fund 584,758 584,758
------------ ---------------
182,778,308
---------------
GIC Group Trust Fund:
Fidelity GIC Group Trust 5,533,078 5,533,078
Bankers Trust Pyramid Directed
Cash Fund 10,531 10,531
------------ ---------------
5,543,609
---------------
Magellan Fund:
Fidelity Magellan Fund 193,655 12,201,413
------------ ---------------
12,201,413
---------------
Retirement Government Money Market:
Fidelity Retirement Gov't. Money Mkt. 6,910,476 6,910,476
------------ ---------------
6,910,476
---------------
Retirement Growth Fund:
Fidelity Retirement Growth Fund 283,010 4,652,690
Bankers Trust Pyramid Directed
Cash Fund 115,049 115,049
------------ ---------------
4,767,739
---------------
Equity-Income Fund:
Fidelity Equity-Income Fund 112,040 3,250,606
Bankers Trust Pyramid Directed
Cash Fund 280,667 280,667
------------ ---------------
3,531,273
---------------
Puritan Fund:
Fidelity Puritan Fund 422,362 6,225,612
------------ ---------------
6,225,612
---------------
Intermediate Bond Fund:
Fidelity Intermediate Bond Fund 352,273 3,667,159
Bankers Trust Pyramid Directed
Cash Fund 11,525 11,525
------------ ---------------
3,678,684
---------------
Overseas Fund:
Fidelity Overseas Fund - -
------------ ---------------
-
---------------
Asset Manager Fund:
Fidelity Asset Manager Fund - -
------------ ---------------
-
---------------
Asset Manager - Growth Fund:
Fidelity Asset Manager - Growth Fund - -
------------ ---------------
-
---------------
Asset Manager - Income Fund:
Fidelity Asset Manager - Income Fund - -
Bankers Trust Pyramid Directed
Cash Fund - -
------------ ---------------
-
---------------
Participants' Loans - 804,934
------------ ---------------
804,934
---------------
ESOP Trust:
H. J. Heinz Co. Common Stock 1,500,272 66,199,502
Mellon Bank Temporary
Investment Fund 61,862 61,862
------------ ---------------
66,261,364
---------------
$292,703,412
===============
</TABLE>
18
<PAGE>
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, 1993
<TABLE>
<CAPTION>
(c) Description of investment including
(b) Identity of issue, borrower, maturity date, rate of interest, collateral,
(a) lessor, or similar party par or maturity value (d) Cost (e) Current Value
- - --- ---------------------------------- ----------------------------------------------- ------------------ ------------------
<S> <C> <C> <C> <C>
* H. J. Heinz Company H. J. Heinz Co. Common Stock Fund
$ .25 par value/share; 3,799,888 shares $41,466,512 $136,320,982
Fidelity Management & Retirement Government Money Market
Research Group 8,744,539 shares 8,744,539 8,744,539
Fidelity Management GIC Group Trust Fund
Trust Company 5,592,592 shares 5,592,592 5,592,592
Fidelity Management & Intermediate Bond Fund
Research Group 547,003 shares 5,728,319 5,896,692
Fidelity Management & Puritan Fund
Research Group 733,578 shares 10,788,929 11,553,868
Fidelity Management & Equity-Income Fund
Research Group 191,691 shares 5,527,792 6,486,806
Fidelity Management & Magellan Fund
Research Group 327,412 shares 21,179,643 23,197,149
Fidelity Management & Retirement Growth Fund
Research Group 505,052 shares 8,649,282 9,161,649
Fidelity Management & Overseas Fund
Research Group 81,016 shares 2,127,496 2,222,256
Fidelity Management & Asset Manager Fund
Research Group 65,420 shares 975,462 1,007,476
Fidelity Management & Asset Manager - Growth Fund
Research Group 47,817 shares 652,358 681,391
Fidelity Management & Asset Manager - Income Fund
Research Group 11,071 shares 122,766 122,442
* H. J. Heinz Company Participants' Loans 525,242 525,242
* H. J. Heinz Company H. J. Heinz Co. ESOP
$ .25 par value/share; 1,458,143 shares 45,540,114 52,310,879
Bankers Trust Bankers Trust Pyramid Directed Cash Fund
$1,595,433 face value 1,595,433 1,595,433
Mellon Bank Mellon Bank Temporary Invest. Fund
$91,404 face value 91,404 91,404
------------------ ------------------
$159,307,883 $265,510,800
================== ==================
</TABLE>
19
<PAGE>
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, 1993
<TABLE>
<CAPTION>
Identity of Party Description Purchase Selling
Involved of Asset Price Price
- - --------------------- ------------------------------- -------------------- ---------------
<S> <C> <C> <C>
Bankers Trust Company H. J. Heinz Company Common Stock $10,839,304 $-
(67 purchases)
Bankers Trust Company H. J. Heinz Company Common Stock 15,931,878
(67 sales)
Bankers Trust Company Bankers Trust Pyramid Directed 37,765,984 -
Cash Fund (484 purchases)
Bankers Trust Company Bankers Trust Pyramid Directed 37,240,430
Cash Fund (408 sales)
Fidelity Management & Magellan Fund 11,792,263 -
Research Group (143 purchases)
Fidelity Management & Magellan Fund 2,457,619
Research Group (60 sales)
<CAPTION>
Expense Current Value Net
Identity of Party incurred with Cost of of Asset on Gain
Involved Transaction Asset Transaction Date (Loss)
- - --------------------- ------------- ---------------- ---------------------- ---------------
<S> <C> <C> <C> <C>
Bankers Trust Company $- $10,839,304 $10,839,304 $-
Bankers Trust Company - 4,523,984 15,931,878 11,407,894
Bankers Trust Company - 37,765,984 37,765,984 -
Bankers Trust Company - 37,240,430 37,240,430 -
Fidelity Management & - 11,792,263 11,792,263 -
Research Group
Fidelity Management & - 2,134,442 2,457,619 323,177
Research Group
</TABLE>
*Determined at December 31, 1992.
20
<PAGE>
EXHIBIT INDEX
Exhibits required to be filed by Item 601 of Regulation S-K are listed
below and are filed as a part hereof. Documents not designated as being
incorporated herein by reference are filed herewith. The paragraph number
corresponds to the exhibit number designated in Item 601 of Regulation
S-K.
23. The consent of Coopers and Lybrand dated June 28, 1994 is filed herein.
<PAGE>
Exhibit 23
ACCOUNTANTS' CONSENT
We consent to the incorporation by reference in the Registration Statement
of H. J. Heinz Company Employees Savings Plan on Form S-8 (File No. 2-51719)
of our report dated June 28, 1994 on our audits of the financial statements
of the H. J. Heinz Company Employees Retirement and Savings Plan as of
December 31, 1993 and 1992 and for the years then ended, which report is
included in this Annual Report on Form 11-K.
COOPERS & LYBRAND
Pittsburgh, Pennsylvania
June 28, 1994
