<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 SAVER PLAN
(Title of Plan)
H. J. Heinz Company
(Name of Issuer of securities held pursuant to the Plan)
600 Grant Street Pittsburgh, PA 15219
(Address of Plan and of principal executive office of Issuer)
<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 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 SAVER 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 SAVER Plan 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 SAVER 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.
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
SAVER PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1993 and 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>
December 31, 1993
Assets:
Investments $3,959,977 $- $1,247,481 $3,336,438 $508,567 $367,339
Dividends receivable 32,381 - - - - -
Contributions receivable:
Employee 41,260 - 24,218 57,775 10,075 9,845
Employer 106,885 - 29,525 154,051 14,490 18,302
------------ ------------ ---------- ------------------ -------------- --------------
Total contributions receivable 148,145 - 53,743 211,826 24,565 28,147
------------ ------------ ---------- ------------------ -------------- --------------
Receivable from Clorox plan (note 7) - - - 1,156,020 260,686 299,303
------------ ------------ ---------- ------------------ -------------- --------------
Total Assets 4,140,503 - 1,301,224 4,704,284 793,818 694,789
------------ ------------ ---------- ------------------ -------------- --------------
------------ ------------ ---------- ------------------ -------------- --------------
Net Assets Available for Plan Benefits $4,140,503 $- $1,301,224 $4,704,284 $793,818 $694,789
============ ============ ========== ================== ============== ==============
December 31, 1992
Assets:
Investments $3,306,942 $222,195 $469,533 $1,186,752 $213,637 $121,284
------------ ------------ ---------- ------------------ -------------- --------------
Total Assets 3,306,942 222,195 469,533 1,186,752 213,637 121,284
------------ ------------ ---------- ------------------ -------------- --------------
------------ ------------ ---------- ------------------ -------------- --------------
Net Assets Available for Plan Benefits $3,306,942 $222,195 $469,533 $1,186,752 $213,637 $121,284
============ ============ ========== ================== ============== ==============
<CAPTION>
Puritan Intermediate Overseas Participants'
Fund Bond Fund Fund Loans Total
----------- ------------ --------- ----------- --------------
<S> <C> <C> <C> <C> <C>
December 31, 1993
Assets:
Investments $486,867 $278,013 $73,930 $211,071 $10,479,683
Dividends receivable - - - - 32,381
Contributions receivable:
Employee 10,740 7,545 1,710 - 163,168
Employer 16,418 14,173 6,498 - 360,342
----------- ------------ --------- ----------- --------------
Total contributions receivable 27,158 21,718 8,208 - 523,510
----------- ------------ --------- ----------- --------------
Receivable from Clorox plan (note 7) - 170,356 12,967 - 1,899,332
----------- ------------ --------- ----------- --------------
Total Assets 514,025 470,087 95,105 221,071 12,934,906
----------- ------------ --------- ----------- --------------
----------- ------------ --------- ----------- --------------
Net Assets Available for Plan Benefits $514,025 $470,087 $95,105 $221,071 $12,934,906
=========== ============ ========= =========== ==============
December 31, 1992
Assets:
Investments $150,085 $68,367 $- $- $5,738,795
----------- ------------ --------- ----------- --------------
Total Assets 150,085 68,367 - - 5,738,795
----------- ------------ --------- ----------- --------------
----------- ------------ --------- ----------- --------------
Net Assets Available for Plan Benefits $150,085 $68,367 $- $- $5,738,795
=========== ============ ========= =========== ==============
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
H. J. HEINZ COMPANY
SAVER 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>
Year Ended December 31, 1993
Additions:
Investment income:
Dividends $126,734 $- $92,483 $- $47,847
Interest - 6,590 - 55,284 -
---------------- ------------ ---------- ------------------ -------------
Total investment income 126,734 6,590 92,483 55,284 47,847
---------------- ------------ ---------- ------------------ -------------
Participant contributions 356,933 - 107,075 623,513 38,212
Employer contributions, net of
forfeitures applied 1,721,963 - 294,131 1,071,593 133,845
Merger of Portion Pac, Inc. plan assets (note 7) 385,699 - 371,568 967,125 70,695
Merger of Clorox plan assets (note 7) - - - 1,156,020 260,686
---------------- ------------ ---------- ------------------ -------------
Total additions 2,591,329 6,590 865,257 3,873,535 551,285
---------------- ------------ ---------- ------------------ -------------
Deductions:
Withdrawals 1,037,681 230,601 162,344 272,997 23,188
Transfers for repayments
of participants' loans (2,013) - (1,977) (4,785) (741)
Interfund transfers 111,088 (1,816) (83,563) 87,791 (30,230)
---------------- ------------ ---------- ------------------ -------------
Net transfers 109,075 (1,816) (85,540) 83,006 (30,230)
---------------- ------------ ---------- ------------------ -------------
Net depreciation (appreciation)
in fair value of investments 611,012 - (43,238) - (21,113)
---------------- ------------ ---------- ------------------ -------------
Total deductions 1,757,768 228,785 33,566 356,003 (28,896)
---------------- ------------ ---------- ------------------ -------------
Net increase (decrease) in net assets
available for plan benefits for the year 833,561 (222,195) 831,691 3,517,532 580,181
Net assets available for plan benefits at
the beginning of the year 3,306,942 222,195 469,533 1,186,752 213,637
Net assets available for plan benefits at ---------------- ------------ ---------- ------------------ -------------
the end of the year $4,140,503 $- $1,301,224 $4,704,284 $793,818
================ ============ ========== ================== =============
<CAPTION>
Equity-Income Puritan Intermediate Overseas Participants'
Fund Fund Bond Fund Fund Loans Total
---------------- ------------ ------------ ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
Year Ended December 31, 1993
Additions:
Investment income:
Dividends $9,623 $48,941 $- $1,103 $- $326,731
Interest - - 11,907 - - 73,781
---------------- ------------ ------------ ---------- -------- -----------
Total investment income 9,623 48,941 11,907 1,103 - 400,512
---------------- ------------ ------------ ---------- -------- -----------
Participant contributions 28,736 43,999 27,534 5,555 - 1,231,557
Employer contributions, net of
forfeitures applied 109,548 146,141 90,993 40,370 - 3,608,584
Merger of Portion Pac, Inc. plan assets (note 7) 101,989 118,842 105,617 15,067 131,699 2,268,301
Merger of Clorox plan assets (note 7) 299,303 - 170,356 12,967 102,709 2,002,041
---------------- ------------ ------------ ---------- -------- -----------
Total additions 549,199 357,923 406,407 75,062 234,408 9,510,995
---------------- ------------ ------------ ---------- -------- -----------
Deductions:
Withdrawals 9,476 30,159 23,509 1,282 - 1,791,237
Transfers for repayments
of participants' loans (1,060) (1,689) (727) (345) 13,337 -
Interfund transfers (7,230) (40,234) (19,563) (16,243) - -
---------------- ------------ ------------ ---------- -------- -----------
Net transfers (8,290) (41,923) (20,290) (16,588) 13,337 -
---------------- ------------ ------------ ---------- -------- -----------
Net depreciation (appreciation)
in fair value of investments (25,492) 5,747 1,468 (4,737) - 523,647
---------------- ------------ ------------ ---------- -------- -----------
Total deductions (24,306) (6,017) 4,687 (20,043) 13,337 2,314,884
---------------- ------------ ------------ ---------- -------- -----------
Net increase (decrease) in net assets
available for plan benefits for the year 573,505 363,940 401,720 95,105 221,071 7,196,111
Net assets available for plan benefits at
the beginning of the year 121,284 150,085 68,367 - - 5,738,795
Net assets available for plan benefits at ---------------- ------------ ------------ ---------- -------- -----------
the end of the year $694,789 $514,025 $470,087 $95,105 $221,071 $12,934,906
================ ============ ============ ========== ======== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
H. J. HEINZ COMPANY
SAVER 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>
Year Ended December 31, 1992
Additions:
Investment income:
Dividends $73,275 $- $62,641 $35,960 $37,265
Interest - 21,805 - - -
------------- ---------- --------- ----------------- -----------
Total investment income 73,275 21,805 62,641 35,960 37,265
------------- ---------- --------- ----------------- -----------
Participant contributions 325,551 - 108,534 297,832 49,437
Employer contributions, net of
forfeitures applied 743,342 (1,016) (685) 20,679 (428)
Net appreciation (depreciation)
in fair value of investments 405,840 - (33,453) - (17,669)
------------- ---------- --------- ----------------- -----------
Total additions 1,548,008 20,789 137,037 354,471 68,605
------------- ---------- --------- ----------------- -----------
Deductions:
Withdrawals 159,945 26,880 65,491 155,284 8,994
Interfund transfers (48,690) 111,249 (17,304) (25,497) (16,601)
------------- ---------- --------- ----------------- -----------
Total deductions 111,255 138,129 48,187 129,787 (7,607)
------------- ---------- --------- ----------------- -----------
Net increase (decrease) in net assets
available for plan benefits for the year 1,436,753 (117,340) 88,850 224,684 76,212
Net assets available for plan benefits at
the beginning of the year 1,870,189 339,535 380,683 962,068 137,425
Net assets available for plan benefits at ------------- ---------- --------- ----------------- -----------
the end of the year $3,306,942 $222,195 $469,533 $1,186,752 $213,637
============= ========== ========= ================= ===========
<CAPTION>
Equity-Income Puritan Intermediate
Fund Fund Bond Fund Total
------------- ---------- ------------ -----------
<S> <C> <C> <C> <C>
Year Ended December 31, 1992
Additions:
Investment income:
Dividends $4,414 $13,488 $4,599 $231,642
Interest - - - 21,805
------------- ---------- ------------ -----------
Total investment income 4,414 13,488 4,599 253,447
------------- ---------- ------------ -----------
Participant contributions 22,172 28,259 15,109 846,894
Employer contributions, net of
forfeitures applied (54) (27) (266) 761,545
Net appreciation (depreciation)
in fair value of investments 11,305 5,061 (1,084) 370,000
------------- ---------- ------------ -----------
Total additions 37,837 46,781 18,358 2,231,886
------------- ---------- ------------ -----------
Deductions:
Withdrawals 27,390 9,810 4,564 458,358
Interfund transfers (2,757) (306) (94) -
------------- ---------- ------------ -----------
Total deductions 24,633 9,504 4,470 458,358
------------- ---------- ------------ -----------
Net increase (decrease) in net assets
available for plan benefits for the year 13,204 37,277 13,888 1,773,528
Net assets available for plan benefits at
the beginning of the year 108,080 112,808 54,479 3,965,267
Net assets available for plan benefits at ------------- ---------- ------------ -----------
the end of the year $121,284 $150,085 $68,367 $5,738,795
============= ========== ============ ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
H. J. HEINZ COMPANY
SAVER PLAN
Notes to Financial Statements
(1) Plan Description:
The following description of the H. J. Heinz Company ("Company") SAVER
Plan ("Plan") provides only general information. Participants should refer
to the Plan document for a more complete description of the Plan's
provisions. The Plan was amended effective January 1, 1993 to
provide for the addition of an age-related company contribution account,
which is explained in detail below.
General
The Plan is a defined contribution plan covering eligible
hourly employees actively employed by the Company or any of its affiliated
companies, and who are in a division, or plant of a division, of the
Company authorized to participate in the Plan. It is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
The administration of the Plan and the responsibility for interpreting and
carrying out its provisions is vested in the Employee Benefits
Administration Board ("Committee"). The Committee consists of members
appointed by the Board of Directors upon the recommendation of the
Investment Committee of the Board of Directors. The members of the
Committee are not compensated for serving on the Committee.
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 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.
At the discretion of the Board of Directors, the Company or any
participating affiliated company will contribute, on a monthly basis (or
as otherwise indicated by the Committee), on behalf of each participating
employee an amount not less than 10 cents and not more than one dollar for
each tax deferred dollar contributed by a participant. The Company
reserves the right to limit the maximum amount of matching contributions
that may be contributed on behalf of any participant.
7
<PAGE>
H. J. HEINZ COMPANY
SAVER PLAN
Notes to Financial Statements (Continued)
Contributions (continued)
The determination of the amount of such contribution is made by the Board of
Directors of the Company after considering recommendations made by
appropriate officers of participating affiliated companies or divisions. The
amount of such contribution may be different for any specified group of
participants.
For the years ended December 31, 1993 and 1992, the matching contribution
amounts were as follows:
(a) All participating divisions or plants of divisions, with exception
of (b) and (c), were 50 cents for each tax deferred dollar up to 5%
of the participant's earnings.
(b) Two participating plants were 50 cents for each tax deferred dollar
up to 6% of the participant's earnings.
(c) One participating plant was $1.00 for each tax deferred dollar up to
3% of the participant's earnings.
Additionally, the Company may, but is not required to, contribute for each
Plan year an additional supplemental amount determined by the Committee.
The supplemental contribution is allocated to the supplemental
contribution accounts of all participants on a pro-rata basis according to
the ratio of each participant's earnings for the plan year to the total
earnings of all participants for the plan year. Supplemental contributions
are reflected in the Plan financial statements in the year in which they are
approved by the Committee. The supplemental contributions were
$731,773 for the year ended December 31, 1993 and $487,123 for the year ended
December 31, 1992.
A Company Contribution Account ("CCA") was added to the Plan effective
January 1, 1993. The Company will make monthly, age-related contributions to
the accounts of participating employees who direct the investment of such
contributions into one or more of the investment funds stated in note 4. The
age-related contributions are based on percentages of participants' eligible
earnings and range from a rate of 1% for participants that are less than 30
years old to a rate of 8.5% for participants that are 65 years old and over.
A participant may transfer amounts received from other retirement plans to
the Plan. Amounts that are rolled over from other retirement plans are held
in a separate rollover account.
8
<PAGE>
H. J. HEINZ COMPANY
SAVER PLAN
Notes to Financial Statements (Continued)
Participant Accounts
Each participant's account is credited with the participant's contribution(s)
and allocation of (a) the Company's matching, supplemental, and age-related
contribution(s), as defined, and (b) Plan earnings. Allocations are based
on participant earnings or account balances, as defined. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's 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 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 3 or 5 years of service with
respect to matching contributions and supplemental contributions,
respectively, attainment of age 65, disability, or death. Participants
will be vested in the value of their CCA contributions upon the occurrence of
any of the following events: completion of 5 years of service, attainment
of age 65, disability, or death.
Withdrawals
A participant may elect to withdraw from his after tax or rollover account
up to 100% of his account balance.
A participant's tax deferred contributions will be available for withdrawal
if:
(a) The participant is eligible for a "hardship" withdrawal in
accordance with the rules established by the Internal Revenue
Service ("IRS"), or
(b) The participant has attained age 59 1/2.
A participant may not make withdrawals from the Company matching,
supplemental, or CCA accounts during active employment.
A participant who qualifies for a hardship withdrawal is suspended from
making contributions to the plan for one year. Under present IRS rules, a
"hardship" means an immediate and heavy need to draw on financial resources
to meet obligations related to health, education or housing.
A participant, upon termination of service, shall receive a lump sum equal to
the value of his account.
Loans
The granting of participant loans is prohibited by the Plan; however, the
Plan accepted the existing participant loans from merged plans in 1993 (also
see note 7). The interest rates for all outstanding loans for the year ended
December 31, 1993 were between 6.10% and 11.50%.
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 acount, 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.
9
<PAGE>
H. J. HEINZ COMPANY
SAVER PLAN
Notes to Financial Statements (Continued)
Termination
In accordance with the procedures set forth in the Plan, the Company may
terminate the Plan at any time in whole or in part. To the extent
permitted under Section 401(k) of the Internal Revenue Code and the
regulations thereunder, in the event of the dissolution, merger,
consolidation or reorganization of the Company, the Plan will terminate
and the Trust Fund will be liquidated unless the Plan is continued by a
successor to the Company in accordance with the Plan. If the Plan is
completely or partially terminated, the accounts of all participants
affected thereby will become fully vested and nonforfeitable to the extent
funded.
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.
(2) Summary of Significant Accounting Policies:
Investment Valuation
The value of the shares in a mutual fund is based on the market value of the
underlying securities in the fund.
Investments in securities traded on a national exchange are valued at the
last reported sales price on the last business day of the year.
Guaranteed investment contracts are recorded at contract value which
includes principal and accumulated interest, which approximates market
value.
Temporary investments in short-term investment funds are valued at cost
which approximates market value.
Other
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.
10
<PAGE>
H. J. HEINZ COMPANY
SAVER PLAN
Notes to Financial Statements (Continued)
(3) Federal Income Taxes:
The IRS has made a determination that the Plan is a qualified plan under
Section 401(a) of the Internal Revenue Code of 1986, as amended ("Code").
Therefore, the Trust established under the Plan is exempt from Federal
income taxes under Section 501(a) of the Code.
The IRS will be requested to review the Plan amendments made since the
determination letter was granted.
Tax and ERISA counsel to the Company is of the opinion that the Plan
continues to be a "qualified" plan under Section 401(a) of the Code, and
that the Plan contains a qualified cash or deferred arrangement within the
meaning of Section 401(k) of the Code.
Under present Federal income tax laws and regulations, and as long as the
Plan is approved as a qualified plan, participants are not subject to
Federal income taxes as a result of their participation in the Plan until
their accounts are withdrawn or distributed to them.
(4) Investment Programs:
Participants may direct the investment of their tax deferred and after tax
contributions, in multiples of 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 invested the contributions of plan
participants, prior to May, 1990, in guaranteed investment contracts
which were issued by insurance companies that guaranteed 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 were 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.
11
<PAGE>
H. J. HEINZ COMPANY
SAVER PLAN
Notes to Financial Statements (Continued)
(4) Investment Programs (continued):
Participant contributions to the GIC Group Trust Fund were discontinued in
May, 1990. Balances in the GIC Group Trust Fund as of April 30, 1990
could remain in the Plan through the end of the contract period (March,
1993). Transfers out of this fund were permitted, with the restriction
that transfers could not be made to the Retirement Government Money Market
(known as the U. S. Government Reserve Fund prior to January 1, 1993) or
Intermediate Bond Funds. This restriction was lifted March 4, 1993 when
all affected participants were given written notice instructing them to
transfer, before March 15, 1993, their account balance in the GIC Group
Trust Fund to any other fund of the Plan; otherwise their account balance
would be automatically transferred to the Retirement Government Money
Market.
The Magellan Fund is an aggressive growth fund, the assets of which are
invested primarily in common stocks of both well-known and lesser-known
companies with above-average growth potential and a correspondingly higher
level of risk.
The assets of the Retirement Government Money Market Fund 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 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 Overseas Fund was made
available in order to provide participants with greater investment
possibility.
The Overseas Fund is an aggressive growth fund which seeks long-term
capital appreciation, primarily through investments in foreign securities.
The Magellan, Retirement Government Money Market, Retirement Growth, Equity-
Income, Puritan, Intermediate Bond, and Overseas Funds are managed by
Fidelity Management and Research Company.
12
<PAGE>
H. J. HEINZ COMPANY
SAVER PLAN
Notes to Financial Statements (Continued)
(5) Investments:
Investments at December 31, 1993 and 1992 were as follows:
<TABLE>
<CAPTION>
December 31, 1993 December 31, 1992
---------------------------- -----------------------------
Shares or Shares or
units Fair Value units Fair Value
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
H. J. Heinz Co. Stock Fund:
H. J. Heinz Co. Common Stock 109,483 $3,927,709 72,850 $3,214,502
Bankers Trust Pyramid Directed
Cash Fund 32,268 32,268 92,440 92,440
----------- ----------- ----------- -----------
3,959,977 3,306,942
----------- -----------
GIC Group Trust Fund:
Fidelity GIC Group Trust - - 222,195 222,195
----------- ----------- ----------- -----------
Magellan Fund:
Fidelity Magellan Fund 17,607 1,247,481 7,282 458,807
Bankers Trust Pyramid Directed
Cash Fund - - 10,726 10,726
----------- ----------- ----------- -----------
1,247,481 469,533
----------- -----------
Retirement Gov't. Money Market:
Fidelity Retirement Gov't. Money Market 3,336,438 3,336,438 1,160,683 1,160,683
Bankers Trust Pyramid Directed
Cash Fund - - 26,069 26,069
----------- ----------- ----------- -----------
3,336,438 1,186,752
----------- -----------
Retirement Growth Fund:
Fidelity Retirement Growth Fund 28,035 508,557 12,721 209,131
Bankers Trust Pyramid Directed
Cash Fund 10 10 4,506 4,506
----------- ----------- ----------- -----------
508,567 213,637
----------- -----------
Equity-Income Fund:
Fidelity Equity-Income Fund 10,855 367,339 4,113 119,332
Bankers Trust Pyramid Directed
Cash Fund - - 1,952 1,952
----------- ----------- ----------- -----------
367,339 121,284
----------- -----------
Puritan Fund:
Fidelity Puritan Fund 30,913 486,867 9,999 147,390
Bankers Trust Pyramid Directed
Cash Fund - - 2,695 2,695
----------- ----------- ----------- -----------
486,867 150,085
----------- -----------
Intermediate Bond Fund:
Fidelity Intermediate Bond Fund 25,790 278,013 6,431 66,947
Bankers Trust Pyramid Directed
Cash Fund - - 1,420 1,420
----------- ----------- ----------- -----------
278,013 68,367
----------- -----------
Overseas Fund:
Fidelity Overseas Fund 2,693 73,872 - -
Bankers Trust Pyramid Directed
Cash Fund 58 58 - -
----------- ----------- ----------- -----------
73,930 -
----------- -----------
Participants' Loans _ 221,071 _ -
----------- ----------- ------------- -----------
$10,479,683 $5,738,795
=========== ===========
</TABLE>
13
<PAGE>
H. J. HEINZ COMPANY
SAVER 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.
Forfeitures were $90,581 for the year ended December 31, 1993 and $132,493
for the year ended December 31, 1992.
(7) 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 $2,268,301 of which $131,699 represented
PPI Plan participant loan balances.
14
<PAGE>
H. J. HEINZ COMPANY
SAVER PLAN
Notes to Financial Statements (Continued)
(7) Mergers (continued):
On July 1, 1993, the Company purchased the Clorox Company's Food Service
Products Division. Certain participants in the Clorox Company Tax Reduction
Investment Plan ("TRIP") that worked for the Clorox Company's Food Service
Products Division ("Affected Participants") became eligible for membership
in the Plan effective November 1, 1993. Affected Participants' TRIP loan
balances of $102,709 were merged into the Plan effective December 1, 1993.
However all other TRIP assets related to Affected Participants were not
transferred to the Plan until February 28, 1994. The Plan has recorded a
transfer receivable of $1,899,332.
(8) Reconciliation of Financial Statements to Form 5500:
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 includes payments due to participants
in net assets available for plan benefits in accordance with the Guide.
Payments due to participants as of December 31, 1993 and 1992 were $21,978
and $4,847, 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.
15
<PAGE>
H. J. HEINZ COMPANY SAVER PLAN
EIN: 25 - 0542520 Plan 011
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
- - --- -------------------------------- -------------------------------------------- --------------- -----------------
<C> <S> <C> <C> <C>
* H. J. Heinz Company H. J. Heinz Co. Common Stock Fund
$ .25 par value/share; 109,483 shares $ 3,941,388 $3,927,709
Fidelity Management & Retirement Government Money Market
Research Group 3,336,438 shares 3,336,438 3,336,438
Fidelity Management & Intermediate Bond Fund
Research Group 25,790 shares 278,807 278,013
Fidelity Management & Puritan Fund
Research Group 30,913 shares 485,830 486,867
Fidelity Management & Equity-Income Fund
Research Group 10,855 shares 332,440 367,339
Fidelity Management & Magellan Fund
Research Group 17,607 shares 1,198,016 1,247,481
Fidelity Management & Retirement Growth Fund
Research Group 28,035 shares 489,006 508,557
Fidelity Management & Overseas Fund
Research Group 2,693 shares 69,135 73,872
* H.J. Heinz Company Participants' Loans 221,071 221,071
Bankers Trust Bankers Trust Pyramid Directed Cash Fund
$32,336 face value 32,336 32,336
--------------- -----------------
$10,384,467 $10,479,683
=============== =================
</TABLE>
16
<PAGE>
H. J. HEINZ COMPANY SAVER PLAN
EIN: 25-0542520 Plan 011
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 $570,490 $-
(4 purchases)
Bankers Trust Company H. J. Heinz Company Common Stock 838,520
(4 sales)
Fidelity Management & Magellan Fund 620,645 -
Research Group (8 purchases)
Fidelity Management & Magellan Fund 129,348
Research Group (3 sales)
Bankers Trust Company BT Pyramid Directed Cash Fund 1,987,683 -
(25 purchases)
Bankers Trust Company BT Pyramid Directed Cash Fund 1,960,023
(21 sales)
</TABLE>
<TABLE>
<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 $- $570,490 $570,490 $-
Bankers Trust Company - 890,936 838,520 (52,416)
Fidelity Management & - 620,645 620,645 -
Research Group
Fidelity Management & - 112,339 129,348 17,009
Research Group
Bankers Trust Company - 1,987,683 1,987,683 -
Bankers Trust Company - 1,960,023 1,960,023 -
</TABLE>
*Determined at December 31, 1992.
17
<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 SAVER Plan on Form S-8 (File No. 33-32563) of our report
dated June 28, 1994 on our audits of the financial statements of the H. J. Heinz
Company SAVER 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
