<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, 1995
[ ] 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 18, 1996 of Coopers & Lybrand
L.L.P. for the Plan financial statements
2. Statements of Net Assets Available for Plan Benefits as of December 31, 1995
and 1994
3. Statements of Changes in Net Assets Available for Plan Benefits for the Years
Ended December 31, 1995 and 1994
4. Notes to Financial Statements
5. Supplemental schedule of Assets Held for Investment Purposes as of December
31, 1995
6. Supplemental schedule of Reportable Transactions for the Year Ended December
31, 1995
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 21, 1996 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 21, 1996
2
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
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, 1995 and 1994 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, 1995 and
1994 and the changes in net assets available for plan benefits for the years
then ended, in conformity with generally accepted accounting principles.
Our audits were 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 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 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.
COOPERS & LYBRAND L.L.P.
Pittsburgh, Pennsylvania
June 18, 1996
3
<PAGE>
H. J. HEINZ COMPANY
EMPLOYEES RETIREMENT AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1995
<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:
Investment in Master Trust (Note 8) $178,045,760 $8,720,454 $43,943,980 $19,861,604 $18,435,812
Investment -- -- -- -- --
Investment income receivable:
Dividends 1,408,605 -- -- -- --
Interest and other 8,755 44,410 298 86,236 240
--------------- ------------- -------------- --------------- --------------
Total investment income receivable 1,417,360 44,410 298 86,236 240
--------------- ------------- -------------- --------------- --------------
Contributions receivable:
Employee 373,230 19,989 252,183 193,151 86,893
Employer -- 35,333 339,314 362,027 142,059
--------------- ------------- -------------- --------------- --------------
Total contributions receivable 373,230 55,322 591,497 555,178 228,952
--------------- ------------- -------------- --------------- --------------
Participant Loan Repayments 8,078 145 957 701 480
--------------- ------------- -------------- --------------- --------------
Total Assets $179,844,428 $8,820,331 $44,536,732 $20,503,719 $18,665,484
--------------- ------------- -------------- --------------- --------------
Liabilities:
Notes payable to H. J. Heinz Company -- -- -- -- --
Accrued interest due on note payable -- -- -- -- --
Accrued administrative expenses 160,343 7,831 39,262 17,823 16,472
--------------- ------------- -------------- --------------- --------------
Total Liabilities $160,343 $7,831 $39,262 $17,823 $16,472
--------------- ------------- -------------- --------------- --------------
Net Assets Available for Plan Benefits $179,684,085 $8,812,500 $44,497,470 $20,485,896 $18,649,012
=============== ============= ============== =============== ==============
<CAPTION>
Equity-Income Puritan Intermediate Asset Manager Asset Mgr
Fund Fund Bond Fund Growth Fund Income Fund
--------------- -------------- -------------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Assets:
Investment in Master Trust (Note 8) $15,424,913 $23,164,555 $7,777,063 $1,949,636 $287,937
Investment -- -- -- -- --
Investment income receivable:
Dividends -- -- 42,646 --
Interest and other 346 192 76 25 7
--------------- ------------- -------------- --------------- --------------
Total investment income receivable 346 192 42,722 25 7
--------------- ------------- -------------- --------------- --------------
Contributions receivable:
Employee 67,181 92,738 24,755 17,797 2,125
Employer 101,133 173,404 63,936 17,608 2,091
--------------- ------------- -------------- --------------- --------------
Total contributions receivable 168,314 266,142 88,691 35,405 4,216
--------------- ------------- -------------- --------------- --------------
Participant Loan Repayments 717 280 287 166 37
--------------- ------------- -------------- --------------- --------------
Total Assets $15,594,290 $23,431,169 $7,908,763 $1,985,232 $292,197
--------------- ------------- -------------- --------------- --------------
Liabilities:
Notes payable to H. J. Heinz Company -- -- -- -- --
Accrued interest due on note payable -- -- -- -- --
Accrued administrative expenses 13,782 20,697 6,987 1,742 257
--------------- ------------- -------------- --------------- --------------
Total Liabilities $13,782 $20,697 $6,987 $1,742 $ 257
--------------- ------------- -------------- --------------- --------------
Net Assets Available for Plan Benefits $15,580,508 $23,410,472 $7,901,776 $1,983,490 $291,940
=============== ============= ============== =============== ==============
<CAPTION>
Asset Manager Overseas Participants' ESOP
Fund Fund Loans Trust Total
------------- ------------- ------------- --------------- -----------
<S> <C> <C> <C> <C> <C>
Assets:
Investment in Master Trust (Note 8) $1,685,378 $4,797,552 -- -- $324,094,644
Investment -- -- $310,793 $68,004,087 68,314,880
Investment income receivable:
Dividends -- -- -- 546,843 1,998,094
Interest and other 47 10 -- -- 140,642
--------------- ------------- -------------- --------------- --------------
Total investment income receivable 47 10 -- 546,843 2,138,736
--------------- ------------- -------------- --------------- --------------
Contributions receivable:
Employee 8,088 39,406 -- -- 1,177,536
Employer 12,765 21,298 -- 475,852 1,746,820
--------------- ------------- -------------- --------------- --------------
Total contributions receivable 20,853 60,704 -- 475,852 2,924,356
--------------- ------------- -------------- --------------- --------------
Participant Loan Repayments 215 90 (12,153) -- --
--------------- ------------- -------------- --------------- --------------
Total Assets $1,706,493 $4,858,356 $298,640 $69,026,782 $397,472,616
--------------- ------------- -------------- --------------- --------------
Liabilities:
Notes payable to H. J. Heinz Company -- -- -- 25,504,184 25,504,184
Accrued interest due on note payable -- -- -- 48,851 48,851
Accrued administrative expenses 1,505 4,286 -- 86,439 377,426
--------------- ------------- -------------- --------------- --------------
Total Liabilities $1,505 $ 4,286 -- 25,639,474 $25,930,461
--------------- ------------- -------------- --------------- --------------
Net Assets Available for Plan Benefits $1,704,988 $4,854,070 $298,640 $43,387,308 $371,542,155
=============== ============= ============== =============== ==============
</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, 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>
Assets:
Investment in Master Trust (Note 8) $136,262,245 $8,193,285 $25,925,307 $13,112,198 $11,888,920
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
Employer -- 39,170 247,588 250,618 127,192
--------------- ------------- ------------- ------------- ---------------
Total contributions receivable 368,788 65,306 410,607 745,351 196,760
--------------- ------------- ------------- ------------- ---------------
Participant Loan Repayments 2,551 377 949 593 546
--------------- ------------- ------------- ------------- ---------------
Total Assets $137,965,650 $8,301,251 $26,336,863 $13,918,596 $12,086,226
--------------- ------------- ------------- ------------- ---------------
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
--------------- ------------- ------------- ------------- ---------------
Total Liabilities $87,735 $5,223 $16,531 $8,361 $7,581
--------------- ------------- ------------- ------------- ---------------
Net Assets Available for Plan Benefits $137,877,915 $8,296,028 $26,320,332 $13,910,235 $12,078,645
=============== ============= ============= ============= ===============
<CAPTION>
Equity-Income Puritan Intermediate Asset Manager Asset Mgr
Fund Fund Bond Fund Growth Fund Income Fund
------------- -------------- -------------- ---------------- ----------
<S> <C> <C> <C> <C> <C>
Assets:
Investment in Master Trust (Note 8) $7,728,438 $15,766,240 $5,821,506 $1,282,079 $92,344
Investment -- -- -- -- --
Investment income receivable:
Dividends -- -- -- -- --
Interest and other -- -- 32,679 -- --
------------- ------------ ------------ --------------- ------------
Total investment income receivable -- -- 32,679 -- --
------------- ------------ ------------ --------------- ------------
Contributions receivable:
Employee 42,527 84,490 25,764 14,652 1,080
Employer 76,914 169,336 65,019 11,387 1,315
------------- ------------ ------------ --------------- ------------
Total contributions receivable 119,441 253,826 90,783 26,039 2,395
------------- ------------ ------------ --------------- ------------
Participant Loan Repayments 548 660 396 105 --
------------- ------------ ------------ --------------- ------------
Total Assets $7,848,427 $16,020,726 $5,945,364 $1,308,223 $94,739
------------- ------------ ------------ --------------- ------------
Liabilities:
Notes payable to H. J. Heinz Company -- -- -- -- --
Accrued interest due on note payable -- -- -- -- --
Accrued administrative expenses 4,828 10,053 3,712 817 59
------------- ------------ ------------ --------------- ------------
Total Liabilities $4,828 $10,053 $3,712 $817 $59
------------- ------------ ------------ --------------- ------------
Net Assets Available for Plan Benefits $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>
Assets:
Investment in Master Trust (Note 8) $1,380,270 $4,416,904 -- -- $231,869,736
Investment -- -- $298,565 $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 6,471 37,452 -- -- 1,334,680
Employer 8,760 23,315 -- 398,378 1,418,992
---------- ------------ ------------- ------------ --------------
Total contributions receivable 15,231 60,767 -- 398,378 2,753,672
---------- ------------ ------------- ------------ --------------
Participant Loan Repayments 82 282 (7,089) -- --
---------- ------------ ------------- ------------ --------------
Total Assets $1,395,583 $4,477,953 $291,476 $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 880 2,816 -- 47,409 196,005
---------- ------------ ------------- ------------ --------------
Total Liabilities $880 $2,816 -- $30,901,575 $31,050,171
---------- ------------ ------------- ------------ --------------
Net Assets Available for Plan Benefits $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.
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, 1995
<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) $47,063,068 $93,186 $12,552,695 $1,225,307 $3,960,178
Additions:
Investment income:
Dividends -- -- -- -- --
Interest -- -- -- -- --
--------------- ------------- -------------- --------------- --------------
Total investment income -- -- -- -- --
--------------- ------------- -------------- --------------- --------------
Participant contributions 5,249,142 346,995 3,315,823 3,435,835 1,412,297
Age-related employer contributions -- 496,955 3,791,118 4,124,919 1,893,215
ESOP debt service funding -- -- -- -- --
Transfer for Loan Repayments 19,898 1,702 13,217 8,388 5,170
--------------- ------------- -------------- --------------- --------------
Total additions 5,269,040 845,652 7,120,158 7,569,142 3,310,682
--------------- ------------- -------------- --------------- --------------
Deductions:
Withdrawals 9,999,972 394,211 1,371,389 2,163,711 649,141
Administrative expenses 525,966 28,155 124,326 55,077 51,352
Interest expense on note payable -- -- -- -- --
Net (appreciation) depreciation
in fair value of investments -- -- -- -- --
--------------- ------------- -------------- --------------- --------------
Total deductions 10,525,938 422,366 1,495,715 2,218,788 700,493
--------------- ------------- -------------- --------------- --------------
Net increase (decrease) in net assets available
for plan benefits for the year 41,806,170 516,472 18,177,138 6,575,661 6,570,367
Net assets available for plan benefits at
the beginning of the year 137,877,915 8,296,028 26,320,332 13,910,235 12,078,645
--------------- ------------- -------------- --------------- --------------
Net assets available for plan benefits at
the end of the year $179,684,085 $8,812,500 $44,497,470 $20,485,896 $18,649,012
============== ============ ============= ============== =============
<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) $5,835,428 $4,555,365 $1,050,082 $93,817 $129,067
Additions:
Investment income:
Dividends -- -- -- -- --
Interest -- -- -- -- --
--------------- -------------- -------------- -------------- ----------
Total investment income -- -- -- -- --
--------------- -------------- -------------- -------------- ----------
Participant contributions 1,136,641 1,562,700 372,058 420,200 45,757
Age-related employer contributions 1,207,364 2,304,625 903,478 183,895 25,568
ESOP debt service funding -- -- -- -- --
Transfer for Loan Repayments 6,844 3,793 5,793 1,762 409
--------------- -------------- -------------- -------------- ----------
Total additions 2,350,849 3,871,118 1,281,329 605,857 71,734
--------------- -------------- -------------- -------------- ----------
Deductions:
Withdrawals 409,068 961,682 348,398 18,277 2,859
Administrative expenses 40,300 65,002 22,889 5,313 682
Interest expense on note payable -- -- -- -- --
Net (appreciation) depreciation
in fair value of investments -- -- -- -- --
--------------- -------------- -------------- -------------- ----------
Total deductions 449,368 1,026,684 371,287 23,590 3,541
--------------- -------------- -------------- -------------- ----------
Net increase (decrease) in net assets available
for plan benefits for the year 7,736,909 7,399,799 1,960,124 676,084 197,260
Net assets available for plan benefits at
the beginning of the year 7,843,599 16,010,673 5,941,652 1,307,406 94,680
--------------- -------------- -------------- -------------- ----------
Net assets available for plan benefits at
the end of the year $15,580,508 $23,410,472 $7,901,776 $1,983,490 $291,940
=============== ============== ============== ============== ==========
<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) ($11,880) ($310,847) -- -- $76,235,466
Additions:
Investment income:
Dividends -- -- -- $2,098,792 2,098,792
Interest -- -- -- 14,920 14,920
-------------- ------------- ------------ ------------- --------------
Total investment income -- -- -- 2,113,712 2,113,712
-------------- ------------- ------------ ------------- --------------
Participant contributions 222,777 601,644 -- -- 18,121,869
Age-related employer contributions 135,024 329,466 -- -- 15,395,627
ESOP debt service funding -- -- -- 4,733,954 4,733,954
Transfer for Loan Repayments 2,200 1,422 ($70,598) -- --
-------------- ------------- ------------ ------------- --------------
Total additions 360,001 932,532 (70,598) 6,847,666 40,365,162
-------------- ------------- ------------ ------------- --------------
Deductions:
Withdrawals 33,086 228,924 (77,762) 1,859,304 18,362,260
Administrative expenses 4,750 13,828 -- 175,207 1,112,847
Interest expense on note payable -- -- -- 1,419,350 1,419,350
Net (appreciation) depreciation
in fair value of investments -- -- -- (17,923,125) (17,923,125)
-------------- ------------- ------------ ------------- --------------
Total deductions 37,836 242,752 (77,762) (14,469,264) 2,971,332
-------------- ------------- ------------ ------------- --------------
Net increase (decrease) in net assets available
for plan benefits for the year 310,285 378,933 7,164 21,316,930 113,629,296
Net assets available for plan benefits at
the beginning of the year 1,394,703 4,475,137 291,476 22,070,378 257,912,859
-------------- ------------- ------------ ------------- --------------
Net assets available for plan benefits at
the end of the year $1,704,988 $4,854,070 $298,640 $43,387,308 $371,542,155
============== ============= ============ ============= ==============
</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, 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.
7
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements
(1) Plan Description:
General
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 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").
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates.
The plan provides for various investment options as described in note 4.
Any investment is exposed to various risks, such as interest rate, market and
credit. These risks could result in a material effect on participants'
account balances and the amounts reported in the statement of net assets
available for plan benefits and the statement of changes in net assets
available for plan benefits.
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 in 1995 and 1994. This amount is $9,500 in
1996. A participant affected by these limitations will be given timely
notification by the Committee.
8
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
Contributions (continued)
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.
The Company makes monthly, age-related contributions to the Company
Contribution Account ("CCA") 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), job elimination, workforce reduction, 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 their account balance.
A participant's matching account will be available for withdrawal if the
participant:
(a) 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.
9
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
Withdrawals (continued)
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.
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. During 1995, the Plan accepted the
existing participant's loans resulting from the acquisition of The Quaker
Oats Company.
The interest rates for all outstanding loans for the years ended December 31,
1995 and 1994, ranged from 6.45% to 12.50% and 6.06% to 12.50%, 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.
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.
10
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
Administrative 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, 1995 and 1994 administrative expenses of $1,112,847 and
$882,960, 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.
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, 1995 and 1994 were $56,385 and
$37,082 respectively.
(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 statements of changes in net assets available for
plan benefits the 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.
11
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
(3) Federal Income Taxes: (continued)
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, 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.
(4) Investment Programs:
Participants may direct the investment of their accounts (except the match
account) 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 is 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.
The assets of the Retirement Government Money Market Fund are invested in
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.
12
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
(4) Investment Programs (continued):
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.
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.
(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 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, 1995 December 31, 1994
----------------- -----------------
Value per Value per
Units Unit Units Unit
------------- --------- ------------- ---------
<S> <C> <C> <C> <C>
H. J. Heinz Co. Stock Fund...... 145,039,083 $1.240 154,452,367 $ .890
Retirement Gov't. Money Market 17,809,166 $1.117 12,731,115 $1.061
GIC Group Trust Fund............ 7,382,311 $1.188 7,337,852 $1.123
Intermediate Bond Fund.......... 6,403,736 $1.221 5,384,402 $1.088
Puritan Fund.................... 15,623,870 $1.483 12,873,729 $1.225
Equity-Income Fund.............. 9,751,870 $1.582 6,417,131 $1.204
Magellan Fund................... 26,547,564 $1.655 21,345,134 $1.215
Retirement Growth Fund.......... 12,282,760 $1.501 9,798,286 $1.213
Overseas Fund................... 3,816,811 $1.257 3,811,569 $1.159
Asset Manager Fund.............. 1,368,795 $1.231 1,320,225 $1.045
Asset Manager: Growth Fund..... 1,529,838 $1.274 1,202,440 $1.066
Asset Manager: Income Fund..... 238,482 $1.207 88,486 $1.044
</TABLE>
13
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
(6) Forfeitures:
Company contributions which have been credited to participants' accounts and
which have not vested are forfeited upon termination of employment. These
forfeitures are credited against subsequent Company contributions, or may be
used to pay plan administrative expenses, effective January 1, 1993.
Forfeitures were $292,770 for the year ended December 31, 1995 and $182,718
for the year ended December 31, 1994.
(7) ESOP Trust:
On September 12, 1995, the Company's board of directors authorized a three-
for-two common stock split, effective October 3, 1995. There was no
adjustment in the stock's par value or the total number of authorized common
shares. All common share amounts reflect the three-for-two common stock
split.
In September, 1989, the ESOP trust borrowed $50 million and purchased
2,366,862 shares of Heinz Common Stock at $21.125 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 1995 and 1994, the
number of shares released from the suspense account for allocation to
participant accounts as a result of principal repayments was 232,706 and
243,518, 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, 1995 and 1994, $35,394,598 and $31,979,461, respectively, of unallocated
assets were held by the ESOP.
The ESOP debt is in the form of an interest-bearing promissory note. For the
years ended December 31, 1995 and 1994, the weighted average interest rate
was 5.31% and 5.43%, 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 1995 is: $3,484,079 in 1996, $2,253,129 in 1997, $2,380,375 in
1998, $2,514,808 in 1999 and $2,656,834 in 2000. The loan has a stated
maturity of July 31, 2004.
14
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS 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 accounts
to record 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, 1995
----------------------------------------------------------------------------------------------------
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 $ 190,346,778 $ 5,741,208 $ 97,109 $ 49,699,783 94.28%
GIC Group
Trust Fund 8,764,836 -- 521,228 93,186 100.00%
Magellan Fund 47,107,694 2,671,740 -- 13,341,534 93.28%
Retirement Gov't
Money Market 31,361,409 -- 1,363,678 1,483,352 63.61%
Retirement
Growth Fund 20,031,315 1,876,802 -- 4,236,785 92.03%
Equity-Income
Fund 16,904,363 872,984 -- 6,167,811 91.25%
Puritan Fund 24,562,632 1,219,598 -- 4,749,749 94.31%
Intermediate
Bond Fund 8,678,410 477,244 -- 1,137,970 90.11%
Asset Manager
Growth Fund 1,949,636 29,050 -- 93,817 100.00%
Asset Manager
Income Fund 287,936 9,488 -- 129,067 100.00%
Asset Manager
Fund 1,685,378 47,165 -- (11,880) 100.00%
Overseas Fund 5,134,990 116,705 -- (318,970) 93.43%
---------------- --------------- ------------ --------------- ------------
Total Master Trust $ 356,815,377 $ 13,061,984 $ 1,982,015 $ 80,802,204 91.28%
================ =============== =========== =============== ============
</TABLE>
15
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
(8) Master Trust (continued):
<TABLE>
<CAPTION>
December 31, 1995
-------------------------------------------------------------------------------------------
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>
16
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
(9) Mergers:
On June 13, 1995, the Board approved the transfer of certain assets and
liabilities of the Tasty Frozen Products 401(k) Plan which are
attributable to salaried employees into the Plan effective June 30, 1995.
The transfer of assets amounted to approximately $339,000 and is reflected
in participant contributions.
On April 11, 1995, the Board approved an amendment to the plan to grant
participation of certain employees of The Quaker Oats Company and All
American Gourmet Company. Company contributions were made from the date of
acquisition of these companies. Pre-participation service was granted to
these employees for vesting purposes.
On April 11, 1995, the Board approved the adoption of the Plan by the U.S.
corporations and affiliates of Heinz Bakery Products on behalf of their
salaried employees.
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.
(10) Form 5500 Reconciliation:
In accordance with the American Institute of Certified Public Accountants
revised Audit and Accounting Guide "Audits of Employee Benefit Plans", the
Plan includes payments due to participants in net assets available for plan
benefits. The Plan previously presented such amounts as a liability.
Payments due to participants as of December 31, 1995 and 1994 were
$3,474,745 and $1,827,758 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.
17
<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, 1995
<TABLE>
<CAPTION>
(c) Description of investment including
(b) Identity of issue, borrower, maturity date, rate of interest (e) Market
(a) lessor, or similar party collateral, par or maturity value (d) Cost Value
- ------- -------------------------------- --------------------------------------- -------------- --------------
<S> <C> <C> <C> <C>
* H. J. Heinz Company H. J. Heinz Company ESOP
$.25 par value/share; 2,049,119 $ 43,287,639 $ 67,877,072
Mellon Bank EB Temporary Investment Fund $ 127,015 $ 127,015
* H. J. Heinz Company Participants' Loans $ 298,640 $ 298,640
Interest Rates, 6.45%-12.5%
</TABLE>
18
<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, 1995
<TABLE>
<CAPTION>
(a) Identity of Party (b) Description (c) Purchase (d) Selling
Involved of Asset Price Price
- ---------------------------- --------------------------------- -------------- -------------
<S> <C> <C> <C>
Execution Services Inc. H. J. Heinz Company Common Stock -- 1,346,443
(22 sales)
Cantor Fitzgerald & Co. Inc. H. J. Heinz Company Common Stock -- 419,013
(3 sales)
Mellon Bank EB Temporary Investment Fund -- 3,863,755
(63 sales)
Mellon Bank EB Temporary Investment Fund 3,787,401 --
(110 purchases)
Mellon Bank H. J. Heinz Company Common Stock 5,228,955 --
(ESOP) (6 purchases)
</TABLE>
<TABLE>
<CAPTION>
(f) Expense (h) Current Value (i) Net
incurred with (g) Cost of of Asset on Gain
Transaction Asset Transaction Date (Loss)
- --------------- ----------- ------------------ --------
<S> <C> <C> <C>
1,820 907,322 1,346,443 439,121
528 309,427 419,013 109,586
-- 3,863,755 3,863,755 --
-- 3,787,401 3,787,401 --
-- 5,228,955 5,228,955 --
</TABLE>
19
<PAGE>
Exhibit Index
Exhibits required to be filed by Item 601 of Regulation S-K are listed below and
are filed as 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 21, 1996 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 18, 1996 on our audits of the financial
statements of the H. J. Heinz Company Employees Retirement and Savings Plan as
of December 31, 1995 and 1994 and for the years then ended, which report is
included in this Annual Report on Form 11-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Pittsburgh, Pennsylvania
June 21, 1996
