<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, 1994
[ ] 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 Accountants' Report dated June 22, 1995 of Coopers & Lybrand
L.L.P. for the Plan financial statements
2. Statements of Net Assets Available for Plan Benefits as of
December 31, 1994 and 1993
3. Statements of Changes in Net Assets Available for Plan Benefits
for the Years Ended December 31, 1994 and 1993
4. Notes to Financial Statements
5. Supplemental Schedule of Assets Held for Investment
Purposes as of December 31, 1994
6. Supplemental Schedule of Reportable Transactions for the Year Ended
December 31, 1994
Exhibits required to be filed by Item 601 of Regulation S-K are listed below and
are filed as a part hereof. Documents not designated as being incorporated
herein by reference are filed herewith. The paragraph number corresponds to the
exhibit number designated in Item 601 of Regulation S-K.
23. The consent of Coopers and Lybrand L.L.P. dated June 22, 1995 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 22, 1995
2
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
H. J. HEINZ COMPANY EMPLOYEE
BENEFITS ADMINISTRATION BOARD:
We have audited the accompanying statements of net assets available for plan
benefits of the H. J. Heinz Company Employees Retirement and Savings Plan as of
December 31, 1994 and 1993 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, 1994 and
1993 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".
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes and the supplemental schedule of reportable transactions
are presented for the purpose of additional analysis and are not a required part
of the basic financial statements, but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The Fund Information
in the statements of net assets available for plan benefits and the statements
of changes in net assets available for plan benefits is presented for the
purpose of additional analysis rather than to present the net assets available
for plan benefits and changes in net assets available for plan benefits of each
fund. The supplemental schedules and Fund Information have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ COOPERS & LYBRAND L.L.P.
Pittsburgh, Pennsylvania
June 22, 1995
3
<PAGE>
H. J. HEINZ COMPANY
EMPLOYEES RETIREMENT AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1994
<TABLE>
<CAPTION>
H. J. Heinz Co. GIC Group Magellan Retirement Gov't. Retirement Equity-Income Puritan
Stock Fund Trust Fund Fund Money Market Growth Fund Fund Fund
---------------- ----------- ----------- ------------------ ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investment in Master Trust
(Note 8) $136,262,245 $8,193,285 $25,925,307 $13,112,198 $11,888,920 $7,728,438 $15,766,240
Investment - - - - - - -
Investment income receivable:
Dividends 1,325,323 - - - - - -
Interest and other 6,743 42,283 - 60,454 - - -
---------------- ----------- ----------- ------------------ ----------- ------------- -----------
Total investment income
receivable 1,332,066 42,283 - 60,454 - - -
---------------- ----------- ----------- ------------------ ----------- ------------- -----------
Contributions receivable:
Employee 368,788 26,136 163,019 494,733 69,568 42,527 84,490
Employer - 39,170 247,588 250,618 127,192 76,914 169,336
---------------- ----------- ----------- ------------------ ----------- ------------- -----------
Total contributions
receivable 368,788 65,306 410,607 745,351 196,760 119,441 253,826
---------------- ----------- ----------- ------------------ ----------- ------------- -----------
Participant loan repayments 2,551 377 949 593 546 548 660
---------------- ----------- ----------- ------------------ ----------- ------------- -----------
Total Assets $137,965,650 $8,301,251 $26,336,863 $13,918,596 $12,086,226 $7,848,427 $16,020,726
---------------- ----------- ----------- ------------------ ----------- ------------- -----------
Liabilities:
Notes payable to H. J. Heinz
Company - - - - - - -
Accrued interest due on note
payable - - - - - - -
Accrued administrative expenses 87,735 5,223 16,531 8,361 7,581 4,828 10,053
---------------- ----------- ----------- ------------------ ----------- ------------- -----------
Total Liabilities $87,735 $5,223 $16,531 $8,361 $7,581 $4,828 $10,053
---------------- ----------- ----------- ------------------ ----------- ------------- -----------
Net Assets Available for
Plan Benefits $137,877,915 $8,296,028 $26,320,332 $13,910,235 $12,078,645 $7,843,599 $16,010,673
================ =========== =========== ================== =========== ============= ===========
<CAPTION>
Intermediate Asset Manager Asset Mgr Asset Manager Overseas Participants'
Bond Fund Growth Fund Income Fund Fund Fund Loans
------------ ------------- ----------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investment in Master Trust
(Note 8) $5,821,506 $1,282,079 $92,344 $1,380,270 $4,416,904 $ -
Investment - - - - - 298,565
Investment income receivable:
Dividends - - - - - -
Interest and other 32,679 - - - - -
------------ ------------- ----------- ------------- ---------- -------------
Total investment income
receivable 32,679 - - - - -
------------ ------------- ----------- ------------- ---------- -------------
Contributions receivable:
Employee 25,764 14,652 1,080 6,471 37,452 _
Employer 65,019 11,387 1,315 8,760 23,315 _
------------ ------------- ----------- ------------- ---------- -------------
Total contributions
receivable 90,783 26,039 2,395 15,231 60,767 _
------------ ------------- ----------- ------------- ---------- -------------
Participant loan repayments 396 105 _ 82 282 (7,089)
------------ ------------- ----------- ------------- ---------- -------------
Total Assets $5,945,364 $1,308,223 $94,739 $1,395,583 $4,477,953 $291,476
------------ ------------- ----------- ------------- ---------- -------------
Liabilities:
Notes payable to H. J. Heinz
Company - - - - - -
Accrued interest due on note
payable - - - - - -
Accrued administrative expenses 3,712 817 59 880 2,816 _
------------ ------------- ----------- ------------- ---------- -------------
Total Liabilities $3,712 $817 $59 $880 $2,816 $_
------------ ------------- ----------- ------------- ---------- -------------
Net Assets Available for
Plan Benefits $5,941,652 $1,307,406 $94,680 $1,394,703 $4,475,137 $291,476
============ ============= =========== ============= ========== =============
<CAPTION>
ESOP
Trust Total
----------- ------------
<S> <C> <C>
Assets:
Investment in Master Trust
(Note 8) $ - $231,869,736
Investment 51,996,154 52,294,719
Investment income receivable:
Dividends 577,421 1,902,744
Interest and other _ 142,159
----------- ------------
Total investment income
receivable 577,421 2,044,903
----------- ------------
Contributions receivable:
Employee _ 1,334,680
Employer 398,378 1,418,992
----------- ------------
Total contributions
receivable 398,378 2,753,672
----------- ------------
Participant loan repayments _ _
----------- ------------
Total Assets $52,971,953 $288,963,030
----------- ------------
Liabilities:
Notes payable to H. J. Heinz
Company 30,733,139 30,733,139
Accrued interest due on note
payable 121,027 121,027
Accrued administrative expenses 47,409 196,005
----------- ------------
Total Liabilities $30,901,575 $31,050,171
----------- ------------
Net Assets Available for
Plan Benefits $22,070,378 $257,912,859
=========== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
H. J. HEINZ COMPANY
EMPLOYEES RETIREMENT AND SAVINGS PLAN
STATEMENTS 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 9) - - - 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 9) 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 9) - 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.
5
<PAGE>
H. J. HEINZ COMPANY
EMPLOYEES RETIREMENT AND SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the Year Ended December 31, 1994
<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>
Net Change in Investment in
Master Trust (Note 8) $4,330,682 $2,307,732 ($1,688,436) $ 692,165 $ 207,215
Additions:
Investment income:
Dividends - - - - -
Interest - - - - -
------------ ---------- ------------ ----------------- ------------
Total investment income - - - - -
------------ ---------- ------------ ----------------- ------------
Participant contributions 4,451,505 326,725 2,571,938 2,094,142 1,092,435
Age-related employer contributions 1,370 414,746 3,177,341 2,654,933 1,637,883
ESOP debt service funding - - - - -
Transfer for Loan Repayments 109,751 8,678 30,838 9,581 12,509
------------ ---------- ------------ ----------------- ------------
Total additions 4,562,626 750,149 5,780,117 4,758,656 2,742,827
------------ ---------- ------------ ----------------- ------------
Deductions:
Withdrawals 10,451,137 367,590 1,289,312 764,943 526,030
Administrative expenses 413,962 31,988 84,165 38,995 37,286
Interest expense on note payable - - - - -
Net (appreciation) depreciation
in fair value of investments - - - - -
------------ ---------- ------------ ----------------- ------------
Total deductions 10,865,099 399,578 1,373,477 803,938 563,316
------------ ---------- ------------ ----------------- ------------
Net increase (decrease) in net assets available
for plan benefits for the year (1,971,791) 2,658,303 2,718,204 4,646,883 2,386,726
Net assets available for plan benefits at
the beginning of the year 139,849,706 5,637,725 23,602,128 9,263,352 9,691,919
------------ ---------- ------------ ----------------- ------------
Net assets available for plan benefits at
the end of the year $137,877,915 $8,296,028 $26,320,332 $13,910,235 $12,078,645
============ ========== ============ ================= ============
<CAPTION>
Equity-Income Puritan Intermediate Asset Manager Asset Manager
Fund Fund Bond Fund Growth Fund Income Fund
------------- ----------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Net Change in Investment in
Master Trust (Note 8) ($32,002) $ 1,755,349 ($1,078,499) $ 308,071 $10,846
Additions:
Investment income:
Dividends - - - - -
Interest - - - - -
------------- ----------- ------------ ------------- -------------
Total investment income - - - - -
------------- ----------- ------------ ------------- -------------
Participant contributions 672,191 1,282,804 462,281 205,649 24,380
Age-related employer contributions 944,753 1,935,797 849,660 138,185 19,259
ESOP debt service funding - - - - -
Transfer for Loan Repayments 10,393 17,411 7,439 2,613 427
------------- ----------- ------------ ------------- -------------
Total additions 1,627,337 3,236,012 1,319,380 346,447 44,066
------------- ----------- ------------ ------------- -------------
Deductions:
Withdrawals 615,014 713,852 464,595 43,440 93,747
Administrative expenses 25,525 48,686 19,194 4,672 444
Interest expense on note payable - - - - -
Net (appreciation) depreciation
in fair value of investments - - - - -
------------- ----------- ------------ ------------- -------------
Total deductions 640,539 762,538 483,789 48,112 94,191
------------- ----------- ------------ ------------- -------------
Net increase (decrease) in net assets available
for plan benefits for the year 954,796 4,228,823 (242,908) 606,406 (39,279)
Net assets available for plan benefits at
the beginning of the year 6,888,803 11,781,850 6,184,560 701,000 133,959
------------- ----------- ------------ ------------- -------------
Net assets available for plan benefits at
the end of the year $7,843,599 $16,010,673 $5,941,652 $1,307,406 $94,680
============= =========== ============ ============= =============
<CAPTION>
Asset Manager Overseas Participants' ESOP
Fund Fund Loans Trust Total
------------- ---------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Net Change in Investment in
Master Trust (Note 8) $ 180,528 $1,537,153 $ - $ - $ 8,530,804
Additions:
Investment income:
Dividends - - - 1,971,061 1,971,061
Interest - - - 158,397 158,397
------------- ---------- ------------- ----------- ------------
Total investment income - - - 2,129,458 2,129,458
------------- ---------- ------------- ----------- ------------
Participant contributions 118,444 548,964 - - 13,851,458
Age-related employer contributions 112,061 246,485 - - 12,132,473
ESOP debt service funding - - - 4,375,295 4,375,295
Transfer for Loan Repayments 2,620 11,559 (223,819) - -
------------- ---------- ------------- ----------- ------------
Total additions 233,125 807,008 (223,819) 6,504,753 32,488,684
------------- ---------- ------------- ----------- ------------
Deductions:
Withdrawals 35,054 177,927 9,947 1,372,130 16,924,718
Administrative expenses 3,898 13,960 - 160,185 882,960
Interest expense on note payable - - - 1,787,027 1,787,027
Net (appreciation) depreciation
in fair value of investments - - - (1,180,000) (1,180,000)
------------- ---------- ------------- ----------- ------------
Total deductions 38,952 191,887 9,947 2,139,342 18,414,705
------------- ---------- ------------- ----------- ------------
Net increase (decrease) in net assets available
for plan benefits for the year 374,701 2,152,274 (233,766) 4,365,411 22,604,783
Net assets available for plan benefits at
the beginning of the year 1,020,002 2,322,863 525,242 17,704,967 235,308,076
------------- ---------- ------------- ----------- ------------
Net assets available for plan benefits at
the end of the year $1,394,703 $4,475,137 $291,476 $22,070,378 $257,912,859
============= ========== ============= =========== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
H. J. HEINZ COMPANY
EMPLOYEES RETIREMENT AND SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the Year Ended December 31, 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 9) - - - 1,252,586 -
Merger of Clorox plan assets (note 9) - - - 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 9) - - - - -
Merger of Clorox plan assets (note 9) 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 9) - - 64,281 - 1,316,867
Merger of Clorox plan assets (note 9) - 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.
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 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.
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").
Contributions
Participant contributions to the Plan may be either tax deferred or after
tax. The total of a participant's tax deferred and after tax contributions
may not exceed 13% of their compensation. Each participant may make tax
deferred contributions, in whole percentages, of not less than 2% of his
compensation.
Tax deferred contributions made by certain highly compensated participants
may be limited under Internal Revenue Code rules. Tax deferred
contributions by any participant under the Plan and any other qualified
cash or deferred arrangement were limited to $9,240 and $8,994 in 1994 and
1993, respectively. This amount remains at $9,240 in 1995. 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.
A participant may transfer amounts received from other retirement plans to
the Plan. Amounts that are rolled over from other retirement plans are held
in a separate rollover account.
Participant Accounts
Each participant's account is credited with the participant's contribution(s)
and allocation of (a) the Company's matching and age-related contributions,
as defined and (b) Plan earnings. Allocations are based on participant
earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
Vesting
The value of a participant's tax deferred account which will be maintained
for their tax deferred contributions, after tax account, which will be
maintained for their after tax contributions, and rollover account, which
will be maintained for their rollover contributions, will be fully vested at
all times. The value of the Company's matching contribution and CCA
contribution allocated to a participant's account will be fully vested upon
the occurrence of any of the following events: completion of 5 years of
service (or in the case of the matching contribution of a participant who
was an employee as of December 31, 1992, 36 months of continuous membership
in the Plan, if earlier), discharge without cause, termination of employment
after attainment of age 55, attainment of age 65, total and permanent
disability, or death.
Withdrawals
A participant may elect to withdraw from their after tax or rollover account
up to 100% of 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 their tax deferred account
during active employment before age 59 1/2 except for hardship as defined in
the Plan.
A participant may not withdraw any amount from their CCA during active
employment before age 70 1/2.
9
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
Withdrawals (continued)
A participant who qualifies for a hardship withdrawal and withdraws from
their matching and tax deferred accounts is suspended from making
contributions to the Plan for one year. Under present Internal Revenue
Service ("IRS") rules, a "hardship" means an immediate and heavy need to draw
on financial resources to meet obligations related to health, education or
housing.
A participant, upon termination of service, may elect to receive a lump-sum
amount equal to the value of their account or annual installments over a
period not to exceed 30 years. A terminated participant may also elect to
choose a direct transfer of their account balance to the trustee or custodian
of another eligible retirement plan.
Loans
The Plan was amended effective January 1, 1990, to prohibit the granting or
renegotiating of loans. Any outstanding loan as of December 31, 1989 shall
continue to be administered in accordance with the loan rules established by
the Committee as in effect on such date.
The interest rates for all outstanding loans for the years ended December 31,
1994 and 1993, ranged from 6.06% to 12.50%.
Payment of principal and interest is by payroll deduction, subject to rules
permitting prepayment. Repayments of the principal of a loan to a participant
will be allocated first to the participant's after tax account, and then to
the participant's tax deferred account. Payments of interest on a loan to a
participant are allocated to the participant's after tax account and tax
deferred account, respectively, in the same proportion that the outstanding
principal of the loan was attributable to such accounts at the end of the
month preceding the payment. Payments of principal and interest are
reinvested in the investment fund(s) in accordance with the participant's
investment directions in effect at the time such interest or principal
repayment is received by the Trustee.
Termination
The term of the Plan is indefinite, subject to termination at any time by the
Board of Directors of the Company. In the event the Plan is terminated or the
Company contributions are permanently discontinued, participants will be
fully vested in the Company contributions. The Company has no intention to
terminate the Plan at this time.
Administration Expenses
Expenses of the Plan including record-keeping fees, administrative charges,
professional fees, and trustee fees, may be paid by the Trustees from the
assets of the Trust Funds unless paid by the Company. For the years ended
December 31, 1994 and 1993 administrative expenses of $882,962 and
$1,377,965, respectively were paid by the Trustees from the assets of the
Plan. Expenses absorbed by the Plan were allocated to the various funds of
the Plan based on the net asset value of the individual fund as a percentage
of the total net asset value of the Plan's funds.
10
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
Administration Expenses (continued)
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, 1994 and 1993 were $37,082 and $186,129
respectively. The prior year amount includes charges of $152,690 for the
implementation of the corporate employee data base.
(2) Summary of Significant Accounting Policies:
Investment Valuation
The value of the shares in a mutual fund is based on the active market value
of the underlying securities in the fund.
Investments in the Company's common stock are valued at the last reported
sales price on the last business day of the year.
Guaranteed investment contracts are recorded at contract value which
includes principal and accumulated interest, which approximates market
value.
Temporary investments in short-term investment funds are valued at cost
which approximates market value.
Other
The Plan presents in the statement of changes in net assets available for
plan benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
Purchases and sales of securities are reflected on a trade-date basis.
Gains or losses on sales of securities are based on average cost.
Dividend income is recorded on the ex-dividend date. Interest is recorded
as earned.
(3) Federal Income Taxes:
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.
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.
11
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
(4) Investment Programs:
Participants may direct the investment of their tax deferred and after tax
contributions, in multiples of 1%, in any one or more of the Investment
funds selected by the Committee. A description of the Investment funds are
as follows:
The H. J. Heinz Company Stock Fund consists of common stock of the
Company.
The GIC Group Trust Fund invests the contributions of plan participants in
guaranteed investment contracts which are issued by insurance companies
and banks that guarantee payment of interest and principal. The GIC
Group Trust is managed by Fidelity Management Trust Company and available
to other employee benefit trusts.
Interest rates are determined annually for contributions made during the
year. The actual interest rate for any funds in the GIC Group Trust after
the initial year will be a blended rate based on the respective rates of
interest earned by prior contributions and the rate of interest earned
with respect to contributions made under the Plan for the current year.
Consequently, the blended rate will be affected by the amount and timing
of contributions to the GIC Group Trust and by the interest rate
negotiated by Fidelity with the insurance companies at the beginning of
each year for contributions made in that year and the interest rates made
in prior years.
The Magellan Fund is an aggressive growth fund, the assets of which are
invested primarily in common stocks of both well-known and lesser-known
companies with above-average growth potential 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 collateralized by U. S. Government obligations.
12
<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.
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.
13
<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 corresponding market values are calculated using the previous day's
units and the current day's unit value. The number of units in each fund and
the net asset value per unit are as follows:
<TABLE>
<CAPTION>
December 31, 1994 December 31, 1993
------------------ ------------------
<S> <C> <C> <C> <C>
H. J. Heinz Co. Stock Fund.... 154,452,367 $ .890 166,296,863 $ .839
Retirement Gov't. Money Market 12,731,115 $ 1.061 8,471,763 $ 1.024
GIC Group Trust Fund.......... 7,337,852 $ 1.123 5,262,573 $ 1.063
Intermediate Bond Fund........ 5,384,402 $ 1.088 5,287,054 $ 1.114
Puritan Fund.................. 12,873,729 $ 1.225 9,565,146 $ 1.208
Equity-Income Fund............ 6,417,131 $ 1.204 5,376,679 $ 1.206
Magellan Fund................. 21,345,134 $ 1.215 18,675,502 $ 1.241
Retirement Growth Fund........ 9,798,286 $ 1.213 7,525,863 $ 1.217
Overseas Fund................. 3,811,569 $ 1.159 1,935,236 $ 1.148
Asset Manager Fund............ 1,320,225 $ 1.045 896,691 $ 1.124
Asset Manager: Growth Fund... 1,202,440 $ 1.066 589,868 $ 1.155
Asset Manager: Income Fund... 88,486 $ 1.044 115,414 $ 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 $182,718 for the year ended December 31, 1994 and
$140,843 for the year ended December 31, 1993.
(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 1994 and 1993, the
number of shares released from the suspense account for allocation to
participant accounts as a result of principal repayments was 162,345 and
130,405, 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, 1994 and 1993, $31,979,461 and $37,085,514, respectively, of
unallocated assets were held by the ESOP.
14
<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, 1994 and 1993, the weighted average interest rate
was 5.43% and 3.33%, respectively. Repayment of the loan will be made
through periodic payments. Dividends paid by the Company on allocated and
unallocated shares of the Heinz Common Stock will be applied for repayment
of the loan. When dividends paid are not sufficient to make the periodic
repayments, the Company makes additional contributions to fund the
deficiency.
The amount of ESOP debt required to be retired in each of the five years
succeeding 1994 is: $2,801,158 in 1995, $2,466,385 in 1996, $2,605,676 in
1997, $2,752,833 in 1998 and $2,908,302 in 1999. The loan has a stated
maturity of July 31, 2004.
(8) Master Trust:
In February of 1994, the Company entered into a Master Trust arrangement
with Fidelity Management Trust Company. The Trustee maintains the pro rata
share of each participating Plan; reflecting contributions received on
behalf of the Plan, benefit payments or other expense allocable to the Plan
and its pro rata share of collected or accrued income, gain or loss, general
expenses and other transactions allocable to the Investment Funds or to the
Trust as a whole.
The following table presents the Master Trust information for the Plan.
<TABLE>
<CAPTION>
December 31, 1994
-----------------------------------------------------------------------------
Retirement &
Savings Plan
Fair Value of Net Percentage of
Investment of Investment Income Change in Interest in the
Master Trust Dividends Interest the Fair Value Master Trust
------------- --------- -------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
H.J. Heinz Co.
Stock Fund $143,205,971 $5,257,717 $ 51,747 $ 4,605,953 96.08%
GIC Group
Trust Fund 8,193,285 - 363,062 2,307,732 100.00%
Magellan Fund 27,559,136 1,073,737 - (1,790,724) 94.07%
Retirement Gov't
Money Market 20,135,076 - 627,211 1,113,986 65.12%
Retirement
Growth Fund 12,836,665 1,241,168 - 197,898 92.62%
Equity-Income
Fund 8,587,688 800,233 - (72,086) 89.99%
Puritan Fund 16,513,195 1,213,761 - 1,764,061 95.48%
Intermediate
Bond Fund 6,396,773 431,272 - (1,110,613) 91.01%
Asset Manager
Growth Fund 1,282,079 34,220 - 308,071 100.00%
Asset Manager
Income Fund 92,344 5,626 - 10,846 100.00%
Asset Manager
Fund 1,380,270 48,729 - 180,528 100.00%
Overseas Fund 4,606,965 79,264 - 1,563,569 95.87%
------------ ----------- ---------- ----------- ------
Total Master Trust $250,789,447 $10,185,727 $1,042,020 $ 9,079,221 92.99%
============ =========== ========== =========== ======
</TABLE>
15
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
(9) Mergers:
On February 28, 1994, the Board approved the merger of certain assets of
the Weight Watchers of Wisconsin, Inc. 401(k) Plan and the Escalon Packers,
Inc. Profit Sharing 401 (k) Plan into the Plan and certain participants of
the two plans became eligible for membership in the Plan. The transfer of
assets occurred in April and May respectively, in the amounts of $53,077
and $183,479 and are reflected in the change in investment in Master Trust.
On May 16, 1994, certain employees of Borden, Inc. became employees of
Portion Pac, Inc. at which time they became eligible for participation in
the Plan. The Company granted pre-participation service for vesting
purposes to the former Borden employees now participating in the Plan.
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 recorded a
transfer receivable of $1,197,774 at December 31, 1993.
(10) Change in Accounting:
In accordance with the American Institute of Certified Public Accountants
revised Audit and Accounting Guide "Audits of Employee Benefit Plans", 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, 1994 and 1993 were $1,827,758 and
$1,434,993 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.
(11) Subsequent Events:
On April 11, 1995 the Plan was amended to allow participation by certain
employees of the Quaker Oats Company and the All American Gourmet Company.
Company contributions will be made from the date of acquisition of such
companies.
16
<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, 1994
<TABLE>
<CAPTION>
(c) Description of investment including
(b) Identity of issue, borrower, maturity date, rate of interest, collateral, (e) Current
(a) lessor, or similar party par or maturity value (d) Cost Market Value
- --- ---------------------------------- ----------------------------------------------- ------------------ ------------------
<S> <C> <C> <C> <C>
* H. J. Heinz Company Participants Loans (6.06% to 12.50%) 291,476 291,476
* H. J. Heinz Company H. J. Heinz Co. ESOP
$ .25 par value/share; 1,412,615 shares 44,762,280 51,913,602
* Mellon Bank Mellon Bank Temporary Invest. Fund
$82,552 face value 82,552 82,552
------------------ ------------------
$45,136,308 $52,287,630
================== ==================
</TABLE>
17
<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, 1994
<TABLE>
<CAPTION>
(a) Identity of Party (b) Description (c) Purchase (d) Selling (e) Lease
Involved of Asset Price Price Rental
- --------------------- ------------------------------- -------------------- --------------- ----------
<S> <C> <C> <C> <C>
Execution Services Inc. H. J. Heinz Company Common Stock - 927,524 -
(18 sales) -
Execution Services Inc. H. J. Heinz Company Common Stock 65,978 - -
(1 purchase)
Cantor Fitzgerald & Co. Inc. H. J. Heinz Company Common Stock - 470,015 -
(4 sales)
Mellon Bank EB Temporary Investment Fund - 3,203,108 -
(84 sales)
Mellon Bank EB Temporary Investment Fund 3,194,257 - -
(126 purchases)
Mellon Bank H. J. Heinz Company Common Stock 4,487,878
(ESOP) (7 purchases) - -
<CAPTION>
(f) Expense (h) Current Value (i) Net
(a) Identity of Party incurred with (g) Cost of of Asset on Gain
Involved Transaction Asset Transaction Date (Loss)
- --------------------- ------------- ---------------- ---------------------- ---------------
<S> <C> <C> <C> <C>
Execution Services Inc. $1,429 799,276 927,524 128,248
Execution Services Inc. 90 65,978 65,978 -
Cantor Fitzgerald & Co. Inc. 603 416,756 470,015 53,259
Mellon Bank - 3,203,108 3,203,108 -
Mellon Bank - 3,194,257 3,194,257 -
Mellon Bank - 4,487,878 4,487,878 -
</TABLE>
18
<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 L.L.P. dated June 22, 1995 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 Retirement and Savings Plan on Form S-8 (File
No. 2-51719) of our report dated June 22, 1995 on our audits of the financial
statements of the H. J. Heinz Company Employees Retirement and Savings Plan as
of December 31, 1994 and 1993 and for the years then ended, which report is
included in this Annual Report on Form 11-K.
/s/ COOPERS & LYBRAND L.L.P.
Pittsburgh, Pennsylvania
June 22, 1995
