<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 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 and supplemental schedule are attached
hereto:
1. Independent Accountants' Report dated June 23, 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.
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 23, 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 SAVER PLAN
(Name of Plan)
EMPLOYEE BENEFITS ADMINISTRATION BOARD
By: ......./s/ GEORGE C. GREER........
George C. Greer, Chairman
June 23, 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 SAVER 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 SAVER 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 9 to the financial statements, the H. J. Heinz Company
SAVER 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 is presented for the purpose of additional analysis and
is not a required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulation for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statements of net assets available for 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 schedule 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 23, 1995
3
<PAGE>
H. J. HEINZ COMPANY
SAVER PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1994
<TABLE>
<CAPTION>
H.J. Heinz Co. Magellan Retirement Gov't. Retirement Equity-Income Puritan Intermediate
Stock Fund Fund Money Market Growth Fund Fund Fund Bond Fund
-------------- -------- ------------------ ------------ ------------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investment in Master Trust
(Note 8) $5,557,100 $1,633,829 $7,022,878 $947,745 $859,250 $746,955 $575,267
Investment - - - - - - -
Investment income receivable:
Dividends 54,123 - - - - - -
Interest and other 437 - 33,273 - - - 3,257
---------- ---------- ---------- -------- -------- -------- --------
Total investment income
receivable 54,560 - 33,273 - - - 3,257
---------- ---------- ---------- -------- -------- -------- --------
Contributions receivable:
Employee 47,029 27,868 111,118 12,261 11,331 13,817 7,413
Employer 123,930 21,056 154,254 9,850 9,907 12,179 8,347
---------- ---------- ---------- -------- -------- -------- --------
Total contributions
receivable 170,959 48,924 265,372 22,111 21,238 25,996 15,760
---------- ---------- ---------- -------- -------- -------- --------
Participant Loan Repayments 1,198 1,601 1,741 463 834 952 371
---------- ---------- ---------- -------- -------- -------- --------
Total Assets 5,783,817 1,684,354 7,323,264 970,319 881,322 773,903 594,655
---------- ---------- ---------- -------- -------- -------- --------
Net Assets Available for Plan
Benefits $5,783,817 $1,684,354 $7,323,264 $970,319 $881,322 $773,903 $594,655
========== ========== ========== ======== ======== ======== ========
<CAPTION>
Overseas Participants'
Fund Loans Total
-------------- ------------- ------------
<S> <C> <C> <C>
Assets:
Investment in Master Trust
(Note 8) $190,061 $ - $17,533,085
Investment - 109,814 109,814
Investment income receivable:
Dividends - - 54,123
Interest and other - - 36,967
---------- --------- -----------
Total investment income
receivable - - 91,090
---------- --------- -----------
Contributions receivable:
Employee 4,783 - 235,620
Employer 4,147 - 343,670
---------- --------- -----------
Total contributions
receivable 8,930 - 579,290
---------- --------- -----------
Participant Loan Repayments 167 (7,327) -
---------- ---------- -----------
Total Assets 199,158 102,487 18,313,279
----------- ---------- -----------
Net Assets Available for Plan
Benefits $199,158 $102,487 $18,313,279
========== ========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
H. J. HEINZ COMPANY
SAVER 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 Equity-Income
Stock Fund Trust Fund Fund Money Market Growth Fund Fund
-------------- ---------- -------- ----------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
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
============ ============ ========== ================== ============== ==============
</TABLE>
<TABLE>
<CAPTION>
Puritan Intermediate Overseas Participants'
Fund Bond Fund Fund Loans Total
----------- ------------ --------- ----------- --------------
<S> <C> <C> <C> <C> <C>
Assets:
Investments $486,867 $278,013 $73,930 $221,071 $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
=========== ============ ========= =========== ==============
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
H. J. HEINZ COMPANY
SAVER PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the Year Ended December 31, 1994
<TABLE>
<CAPTION>
H. J. Heinz Co. Magellan Retirement Gov't. Retirement Equity-Income Puritan Intermediate
Stock Fund Fund Money Market Growth Fund Fund Fund Bond Fund
-------------- -------- ------------------ ------------ ------------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net change in Investment in
Master Trust (Note 8) $275,271 ($102,288) $421,821 ($9,317 ) ($40,084) $8,712 ($32,114)
Additions:
Participant contributions 739,251 339,217 1,126,900 137,587 150,736 171,636 113,277
Employer contributions 1,141,739 289,623 1,800,470 130,710 124,819 138,582 100,847
Transfer for Loan Repayments 16,956 21,452 27,545 7,848 10,591 11,134 5,507
---------- ---------- ---------- -------- -------- -------- --------
Total additions 1,897,946 650,292 2,954,915 276,145 286,146 321,352 219,631
---------- ---------- ---------- -------- -------- -------- --------
Deductions:
Withdrawals 529,903 164,874 757,756 90,327 59,529 70,186 62,949
---------- ---------- ---------- -------- -------- -------- --------
Total deductions 529,903 164,874 757,756 90,327 59,529 70,186 62,949
---------- ---------- ---------- -------- -------- -------- --------
Net increase (decrease) in net assets
available for plan benefits for
the year 1,643,314 383,130 2,618,980 176,501 186,533 259,878 124,568
Net assets available for plan benefits
at the beginning of the year 4,140,503 1,301,224 4,704,284 793,818 694,789 514,025 470,087
---------- ---------- ---------- -------- -------- -------- --------
Net assets available for plan benefits
at the end of the year $5,783,817 $1,684,354 $7,323,264 $970,319 $881,322 $773,903 $594,655
========== ========== ========== ======== ======== ======== ========
<CAPTION>
Overseas Participants'
Fund Loans Total
-------------- -------------- ----------------
<S> <C> <C> <C>
Net change in Investment in
Master Trust (Note 8) $26,416 $ - $548,417
Additions:
Participant contributions 39,665 - 2,818,269
Employer contributions 45,665 - 3,772,455
Transfer for Loan Repayments 2,290 (103,323) -
-------- -------- -----------
Total additions 87,620 (103,323) 6,590,724
-------- -------- -----------
Deductions:
Withdrawals 9,983 15,261 1,760,768
-------- -------- -----------
Total deductions 9,983 15,261 1,760,768
-------- -------- -----------
Net increase (decrease) in net assets
available for plan benefits for
the year 104,053 (118,584) 5,378,373
Net assets available for plan benefits
at the beginning of the year 95,105 221,071 12,934,906
-------- -------- -----------
Net assets available for plan benefits
at the end of the year $199,158 $102,487 $18,313,279
======== ======== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
H. J. HEINZ COMPANY
SAVER 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 $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
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) 30,971
---------------- ------------ ---------- ------------------ -------------
Total additions 2,482,254 8,406 950,797 3,790,529 582,256
---------------- ------------ ---------- ------------------ -------------
Deductions:
Withdrawals 1,037,681 230,601 162,344 272,997 23,188
Net depreciation (appreciation)
in fair value of investments 611,012 - (43,238) - (21,113)
---------------- ------------ ---------- ------------------ -------------
Total deductions 1,648,693 230,601 119,106 272,997 2,075
---------------- ------------ ---------- ------------------ -------------
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>
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
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) -
---------------- ------------ ------------ ---------- -------- -----------
Total additions 557,489 399,846 426,697 91,650 221,071 9,510,995
---------------- ------------ ------------ ---------- -------- -----------
Deductions:
Withdrawals 9,476 30,159 23,509 1,282 - 1,791,237
Net depreciation (appreciation)
in fair value of investments (25,492) 5,747 1,468 (4,737) - 523,647
---------------- ------------ ------------ ---------- -------- -----------
Total deductions (16,016) 35,906 24,977 (3,455) - 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.
7
<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 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.
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.
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 their 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 $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.
At the discretion of the Board of Directors, the Company or any
participating affiliated company will contribute in the form of Company
stock, 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.
8
<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, 1994 and 1993, the matching contribution
amounts at various divisions or plants of divisions ranged from 12 cents to
$1.00 for each tax deferred dollar up to 6% of participants 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 eligible 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 $830,498 for
the year ended December 31, 1994 and $731,773 for the year ended December 31,
1993.
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.
9
<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 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.
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 their vested 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 years ended
December 31, 1994 and 1993 ranged from 6.10% to 11.00% and 6.10% to 11.50%
respectively.
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.
10
<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. Currently, the Company has no intention of terminating the Plan.
Administration Expenses
All expenses of the Plan including record-keeping fees, administrative
charges, professional fees, and Trustee fees for the years ended December
31, 1994 and 1993 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
Purchases and sales of securities are reflected on a trade-date basis.
Gains or losses on sales of securities are based on average cost. Dividend
income is recorded on the ex-dividend date. Interest is recorded as
earned.
Certain reclassifications were made to prior year's amounts to conform with
the 1994 presentation.
11
<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 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.
12
<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 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 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.
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 Magellan, Retirement Government Money Market, Retirement Growth, Equity-
Income, Puritan, Intermediate Bond, and Overseas Funds are managed by
Fidelity Management and Research Company.
13
<PAGE>
H. J. HEINZ COMPANY
SAVER PLAN
Notes to Financial Statements (Continued)
(5) Net Asset Value per Unit:
Beginning in February 1994, 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 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
-----------------
<S> <C> <C>
H. J. Heinz Co. Stock Fund................ 5,223,608 $1.074
Retirement Gov't Money Market............. 6,787,141 $1.040
Intermediate Bond Fund.................... 590,276 $ .980
Puritan Fund.............................. 733,864 $1.018
Equity-Income Fund........................ 857,165 $1.002
Magellan Fund............................. 1,663,979 $ .982
Retirement Growth Fund.................... 947,176 $1.001
Overseas Fund............................. 187,576 $1.013
</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.
Forfeitures were $78,762 for the year ended December 31, 1994 and $90,581
for the year ended December 31, 1993.
(7) Mergers:
On February 28, 1994, the Board approved that the assets and liabilities of
the Bargaining Unit Employees Savings Plan be merged into and succeeded by
the Plan effective as of January 1, 1994. The participants' accounts held
under the Bargaining Unit Employees Savings Plan were transferred to the
Plan to be held subject to the provisions of the Plan. The transfer of
assets amounted to approximately $90,000 and is 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. On September 23, 1994, the Company granted pre-participation
service for vesting purposes to the former Borden employees now
participating in the Plan. Effective May 16, 1994, the benefits under the
Plan were extended to certain eligible hourly employees of Portion-Pac who
are employed at the Chatsworth, California facility.
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 were $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") employed by 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.
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 at December 31, 1993.
15
<PAGE>
H. J. HEINZ COMPANY SAVER PLAN
Notes to Financial Statements (Continued)
(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
-----------------------------------------------------------------------------------------------------------
SAVER 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 3.92%
GIC Group
Trust Fund 8,193,285 _ 363,062 2,307,732 _
Magellan Fund 27,559,136 1,073,737 _ (1,790,724) 5.93%
Retirement Gov't
Money Market 20,135,076 _ 627,211 1,113,986 34.88%
Retirement
Growth Fund 12,836,665 1,241,168 _ 197,898 7.38%
Equity-Income
Fund 8,587,688 800,233 _ (72,086) 10.01%
Puritan Fund 16,513,195 1,213,761 _ 1,764,061 4.52%
Intermediate
Bond Fund 6,396,773 431,272 _ (1,110,613) 8.99%
Asset Manager
Growth Fund 1,282,079 34,220 _ 308,071 _
Asset Manager
Income Fund 92,344 5,626 _ 10,846 _
Asset Manager
Fund 1,380,270 48,729 _ 180,528 _
Overseas Fund 4,606,965 79,264 _ 1,563,569 4.13%
Total
------------ ----------- ---------- ----------- -----
Master Trust $250,789,447 $10,185,727 $1,042,020 $ 9,079,221 7.01%
============ =========== ========== =========== =====
</TABLE>
16
<PAGE>
H.J. HEINZ COMPANY
SAVER PLAN
Notes to Financial Statements (Continued)
(9) Change in Accounting:
In accordance with the American Institute of Certified Public Accountants
revised Audit and Accounting Guide "Audits of Employee Benefit Plans",
("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, 1994 and 1993 were $78,906 and $21,978
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.
(10) 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.
17
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
SAVER PLAN
EIN: 25 - 0542520 Plan 011
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 (6.10% to 11.50%) 102,487 102,487
-------------- --------------
$102,487 $102,487
============== ==============
</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 23, 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 SAVER Plan on Form S-8 (File No. 33-32563) of our report
dated June 23, 1995 on our audits of the financial statements of the H. J. Heinz
Company SAVER 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 23, 1995
