<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 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
[ ] 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 are attached hereto:
1. Report of Independent Accountants dated May 30, 1997 of Coopers & Lybrand
L.L.P. for the Plan financial statements
2. Statements of Net Assets Available for Plan Benefits as of December 31, 1996
and 1995
3. Statements of Changes in Net Assets Available for Plan Benefits for the Years
Ended December 31, 1996, 1995, and 1994
4. Notes to Financial Statements
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 27, 1997 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 27, 1997
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 SAVER Plan as of December 31, 1996 and 1995
and the related statements of changes in net assets available for plan benefits
for the years ended December 31, 1996, 1995 and 1994. 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, 1996 and 1995 and the changes in net
assets available for plan benefits for the years ended December 31, 1996, 1995
and 1994, in conformity with generally accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Pittsburgh, Pennsylvania
May 30, 1997
3
<PAGE>
<TABLE>
<CAPTION>
H. J. HEINZ COMPANY
SAVER PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1996
H. J. Heinz Co. Magellan Retirement Gov't Retirement Equity-Income Puritan
Stock Fund Fund Money Market Growth Fund Fund Fund
-------------- -------- ---------------- ----------- ------------- -------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investment in Master Trust (Note 8) $15,029,919 $4,360,424 $15,076,164 $2,090,338 $2,469,167 $2,223,079
Investment - - - - - -
---------- ----------- ----------- ---------- ---------- ----------
Total investment (Note 9) 15,029,919 4,360,424 15,076,164 2,090,338 2,469,167 2,223,079
---------- ----------- ----------- ---------- ---------- ----------
Investment income receivable:
Dividends 118,264 - - - - -
Interest 1,002 30 66,957 11 14 16
---------- ----------- ----------- ---------- ---------- ----------
Total investment income receivable 119,266 30 66,957 11 14 16
---------- ----------- ----------- ---------- ---------- ----------
Contributions receivable:
Employee 96,809 58,429 209,777 26,411 29,835 34,180
Employer 216,952 23,021 104,364 10,583 12,120 12,773
---------- ----------- ----------- ---------- ---------- ----------
Total contributions receivable 313,761 81,450 314,141 36,994 41,955 46,953
---------- ----------- ----------- ---------- ---------- ----------
Participant Loan Repayments 206 344 354 156 224 207
---------- ----------- ----------- ---------- ---------- ----------
Total Assets 15,463,152 4,442,248 15,457,616 2,127,499 2,511,360 2,270,255
---------- ----------- ----------- ---------- ---------- ----------
Net Assets Available for Plan Benefits $15,463,152 $4,442,248 $15,457,616 $2,127,499 $2,511,360 $2,270,255
=========== =========== =========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Intermediate Overseas Participants'
Bond Fund Fund Loans Total
---------- -------- ------------- -----
<S> <C> <C> <C> <C>
Assets:
Investment in Master Trust (Note 8) $1,008,534 $613,278 - $42,870,903
Investment _ - $18,895 18,895
---------- -------- ------- -----------
Total Investment (Note 9) 1,008,534 613,278 18,895 42,889,798
---------- -------- ------- -----------
Investment income receivable:
Dividends 5,215 - - 123,479
Interest 6 6 - 68,042
---------- -------- ------- -----------
Total investment income receivable 5,221 6 - 191,521
---------- -------- ------- -----------
Contributions receivable:
Employee 9,652 11,122 - 476,215
Employer 6,768 4,185 - 390,766
---------- -------- ------- -----------
Total contributions receivable 16,420 15,307 - 866,981
---------- -------- ------- -----------
Participant Loan Repayments 38 40 (1,569) -
---------- -------- ------- -----------
Total Assets 1,030,213 628,631 17,326 43,948,300
---------- -------- ------- -----------
Net Assets Available for Plan Benefits $1,030,213 $628,631 $17,326 $43,948,300
========== ======== ======= ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
H. J. HEINZ COMPANY
SAVER PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1995
H. J. Heinz Co. Magellan Retirement Gov't Retirement Equity-Income Puritan
Stock Fund Fund Money Market Growth Fund Fund Fund
-------------- -------- ---------------- ----------- ------------- -------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investment in Master Trust (Note 8) $10,800,974 $3,163,714 $11,363,865 $1,595,503 $1,479,449 $1,398,077
Investment - - - - - -
---------- ----------- ----------- ---------- ---------- ----------
Total investment (Note 9) 10,800,974 3,163,714 11,363,865 1,595,503 1,479,449 1,398,077
---------- ----------- ----------- ---------- ---------- ----------
Investment income receivable:
Dividends 82,675 - - - - -
Interest 1,086 87 49,949 39 28 29
---------- ----------- ----------- ---------- ---------- ----------
Total investment income receivable 83,761 87 49,949 39 28 29
---------- ----------- ----------- ---------- ---------- ----------
Contributions receivable:
Employee 91,414 57,582 210,872 24,436 20,181 30,297
Employer 215,135 25,089 136,709 11,732 11,880 12,961
---------- ----------- ----------- ---------- ---------- ----------
Total contributions receivable 306,549 82,671 347,581 36,168 32,061 43,258
---------- ----------- ----------- ---------- ---------- ----------
Participant Loan Repayments 737 792 735 288 314 373
---------- ----------- ----------- ---------- ---------- ----------
Total Assets 11,192,021 3,247,264 11,762,130 1,631,998 1,511,852 1,441,737
---------- ----------- ----------- ---------- ---------- ----------
Net Assets Available for Plan Benefits $11,192,021 $3,247,264 $11,762,130 $1,631,998 $1,511,852 $1,441,737
=========== =========== =========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Intermediate Overseas Participants'
Bond Fund Fund Loans Total
---------- -------- ------------- -----
<S> <C> <C> <C> <C>
Assets:
Investment in Master Trust (Note 8) $854,035 $337,439 - $30,993,056
Investment - - $ 54,188 54,188
-------- -------- -------- -----------
Total investment (Note 9) 854,035 337,439 54,188 31,047,244
-------- -------- -------- -----------
Investment income receivable:
Dividends 4,666 - - 87,341
Interest 10 6 - 51,234
-------- -------- -------- -----------
Total investment income receivable 4,676 6 - 138,575
-------- -------- -------- -----------
Contributions receivable:
Employee 10,973 9,552 - 455,307
Employer 7,936 4,706 - 426,148
-------- -------- -------- -----------
Total contributions receivable 18,909 14,258 - 881,455
-------- -------- -------- -----------
Participant Loan Repayments 92 105 (3,436) -
-------- -------- -------- -----------
Total Assets 877,712 351,808 50,752 32,067,274
-------- -------- -------- -----------
Net Assets Available for Plan Benefits $877,712 $351,808 $ 50,752 $32,067,274
======== ======== ======== ===========
</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, 1996
<TABLE>
<CAPTION>
H. J. Heinz Co. Magellan Retirement Gov't. Retirement Equity-Income Puritan
Stock Fund Fund Money Market Growth Fund Fund Fund
------------- ---------- ------------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Net change in Investment in
Master Trust (Note 8) $1,494,155 $380,416 $85,661 $170,031 $623,774 $340,142
Additions:
Participant contributions 1,192,258 785,212 2,810,178 345,769 328,347 419,397
Employer contributions, net 2,733,423 381,355 2,712,680 153,934 168,090 191,159
Transfer for Loan Repayments 5,045 5,980 6,852 2,644 3,796 3,241
------------- ---------- ----------- --------- --------- --------
Total additions 3,930,726 1,172,547 5,529,710 502,347 500,233 613,797
------------- ---------- ----------- --------- --------- --------
Deductions:
Withdrawals 1,153,750 357,979 1,919,885 176,877 124,499 125,421
------------- ---------- ----------- --------- --------- --------
Total deductions 1,153,750 357,979 1,919,885 176,877 124,499 125,421
------------- ---------- ----------- --------- --------- --------
Net increase (decrease) in net assets
available for plan benefits for the year 4,271,131 1,194,984 3,695,486 495,501 999,508 828,518
Net assets available for plan benefits at
the beginning of the year 11,192,021 3,247,264 11,762,130 1,631,998 1,511,852 1,441,737
------------ ---------- ----------- --------- --------- ----------
Net assets available for plan benefits at
the end of the year $15,463,152 $4,442,248 $15,457,616 $2,127,499 $ 2,511,360 $2,270,255
============= ========== =========== ========== ============ ==========
</TABLE>
<TABLE>
<CAPTION>
Intermediate Overseas Participants'
Bond Fund Fund Loans Total
--------- ---------- ---------- -------------
<S> <C> <C> <C> <C>
Net change in Investment in Master Trust ($13,250) $114,405 - $3,195,334
(Note 8)
Additions:
Participant contributions 138,821 135,768 - 6,155,750
Employer contributions, net 107,637 56,250 - 6,504,528
Transfer for Loan Repayments 863 932 (29,353) -
----------- -------- --------- ------------
Total additions 247,321 192,950 (29,353) 12,660,278
----------- -------- --------- ------------
Deductions:
Withdrawals 81,570 30,532 4,073 3,974,586
----------- -------- --------- ------------
Total deductions 81,570 30,532 4,073 3,974,586
----------- -------- --------- ------------
Net increase (decrease) in net assets
available for plan benefits for the year 152,501 276,823 (33,426) 11,881,026
Net assets available for plan benefits at
the beginning of the year 877,712 351,808 50,752 32,067,274
----------- -------- --------- ------------
Net assets available for plan benefits at
the end of the year $1,030,213 $628,631 $17,326 $43,948,300
=========== ======== ========= ===========
</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, 1995
<TABLE>
<CAPTION>
H. J. Heinz Co. Magellan Retirement Gov't. Retirement Equity-Income Puritan
Stock Fund Fund Money Market Growth Fund Fund Fund
------------- ---------- ------------- ----------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Net change in Investment in
Master Trust (Note 8) $2,636,715 $788,839 $258,045 $276,607 $332,383 $194,384
Additions:
Participant contributions 1,032,172 591,339 2,674,740 276,046 231,355 336,327
Employer contributions, net 2,458,072 392,914 2,753,313 166,475 160,329 194,200
Transfer for Loan Repayments 11,652 13,109 13,804 4,456 5,688 6,668
------------- ---------- ----------- -------- -------- ----------
Total additions 3,501,896 997,362 5,441,857 446,977 397,372 537,195
------------- ---------- ----------- -------- -------- ----------
Deductions:
Withdrawals 730,407 223,291 1,261,036 61,905 99,225 63,745
------------- ---------- ----------- -------- -------- ----------
Total deductions 730,407 223,291 1,261,036 61,905 99,225 63,745
------------- ---------- ----------- -------- -------- ----------
Net increase (decrease) in net assets
available for plan benefits for the year 5,408,204 1,562,910 4,438,866 661,679 630,530 667,834
Net assets available for plan benefits at
the beginning of the year 5,783,817 1,684,354 7,323,264 970,319 881,322 773,903
------------ ---------- ----------- -------- -------- ----------
Net assets available for plan benefits at
the end of the year $11,192,021 $3,247,264 $11,762,130 $1,631,998 $1,511,852 $1,441,737
============= ========== =========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Intermediate Overseas Participants'
Bond Fund Fund Loans Total
--------- ---------- ---------- -------------
<S> <C> <C> <C> <C>
Net change in Investment in Master Trust $87,888 ($8,123) - $4,566,738
(Note 8)
Additions:
Participant contributions 132,875 112,092 - 5,386,946
Employer contributions, net 116,974 59,791 - 6,302,068
Transfer for Loan Repayments 2,771 1,770 ($59,918) -
-------- -------- --------- ------------
Total additions 252,620 173,653 (59,918) 11,689,014
-------- -------- --------- ------------
Deductions:
Withdrawals 57,451 12,880 (8,183) 2,501,757
-------- -------- --------- ------------
Total deductions 57,451 12,880 (8,183) 2,501,757
-------- -------- --------- ------------
Net increase (decrease) in net assets
available for plan benefits for the year 283,057 152,650 (51,735) 13,753,995
Net assets available for plan benefits at
the beginning of the year 594,655 199,158 102,487 18,313,279
-------- -------- --------- ------------
Net assets available for plan benefits at
the end of the year $877,712 $351,808 $50,752 $32,067,274
======== ======== ========= ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
<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
Stock Fund Fund Money Market Growth Fund Fund Fund
----------- ------------ --------------- ------------- ----------- ----------
<S> <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
Additions:
Participant contributions 739,251 339,217 1,126,900 137,587 150,736 171,636
Employer contributions, net 1,141,739 289,623 1,800,470 130,710 124,819 138,582
Transfer for Loan Repayments 16,956 21,452 27,545 7,848 10,591 11,134
----------- ---------- --------- --------- -------- -------
Total additions 1,897,946 650,292 2,954,915 276,145 286,146 321,352
----------- ---------- --------- --------- -------- -------
Deductions:
Withdrawals 529,903 164,874 757,756 90,327 59,529 70,186
----------- ---------- --------- --------- -------- -------
Total deductions 529,903 164,874 757,756 90,327 59,529 70,186
----------- ---------- --------- --------- -------- -------
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
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
----------- ---------- --------- --------- -------- --------
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
========== =========== ========== ========= ======== ========
</TABLE>
<TABLE>
<CAPTION>
Intermediate Overseas Participants'
Bond Fund Fund Loans Total
---------- ---------- -------- ----------
<S> <C> <C> <C> <C>
Net change in Investment in Master Trust ($32,114) $26,416 - $548,417
(Note 8)
Additions:
Participant contributions 113,277 39,665 - 2,818,269
Employer contributions, net 100,847 45,665 - 3,772,455
Transfer for Loan Repayments 5,507 2,290 ($103,323) -
--------- -------- --------- ----------
Total additions 219,631 87,620 (103,323) 6,590,724
--------- -------- --------- ----------
Deductions:
Withdrawals 62,949 9,983 15,261 1,760,768
--------- -------- --------- ----------
Total deductions 62,949 9,983 15,261 1,760,768
--------- -------- --------- ----------
Net increase (decrease) in net assets
available for plan benefits for the year 124,568 104,053 (118,584) 5,378,373
Net assets available for plan benefits at
the beginning of the year 470,087 95,105 221,071 12,934,906
--------- -------- --------- -----------
Net assets available for plan benefits at
the end of the year $594,655 $199,158 $102,487 $18,313,279
======== ======== ======== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
8
<PAGE>
H. J. HEINZ COMPANY SAVER PLAN
Notes to Financial Statements
(1) Plan Description:
The following description of the H. J. Heinz Company ("Company") SAVER Plan
("Plan") provides only general information. Participants should refer to the
Plan document for a more complete description of the Plan's provisions. The
Plan was amended effective January 1, 1993 to provide for the 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 the 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 Fidelity Management Trust Company
to act as trustee ("Trustee") under the Plan.
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 participant's maximum tax deferred and after tax contributions may
not exceed 12% and 10%, respectively, of their earnings. The total of a
participants tax deferred plus after tax contributions may not exceed 12% of
their earnings. A participant may make contributions, in whole percentages,
of not less than 1% of their 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 $9,500 in 1996 and $9,240 in 1995 and 1994. A
participant affected by these limitations will be given timely notification
by the Committee.
9
<PAGE>
H. J. HEINZ COMPANY SAVER PLAN
Notes to Financial Statements (Continued)
Contributions (continued)
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.
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, 1996, 1995 and 1994, 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 $947,992 for
the year ended December 31, 1996, $1,088,619 for the year ended December 31,
1995 and $830,498 for the year ended December 31, 1994.
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 eligible 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.
Participant Accounts
Each participant's account is credited with the participants 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 (which will be maintained for the Company's
matching contributions), will be fully vested upon the completion of 3 years
of service, attainment of age 65, disability, workforce reduction, job
elimination or death. Participants will be vested in the value of their CCA
contributions and supplemental contributions upon the occurrence of any of
the following events: completion of 5 years of service, attainment of age 65,
disability, workforce reduction, job elimination or death.
10
<PAGE>
H. J. HEINZ COMPANY SAVER PLAN
Notes to Financial Statements (Continued)
Withdrawals
A participant may elect to withdraw from their after tax or rollover account
up to 100% of their 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 services, 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. The interest
rates for all outstanding loans for the years ended December 31, 1996 ranged
from 6.1% to 10.0% and 1995 and 1994 ranged from 6.1% to 11.0%.
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
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,
1996, 1995 and 1994 were paid by the Company.
11
<PAGE>
H. J. HEINZ COMPANY SAVER PLAN
Notes to Financial Statements (Continued)
(2) Summary of Significant Accounting Policies:
.
Investment Valuation
The value of the shares in a mutual fund is based on the market value of the
underlying securities in the fund.
Investments in securities traded on a national exchange are valued at the
last reported sales price on the last business day of the year.
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.
(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 has determined and informed the Company by letter dated March 20,
1996 that the Plan is designed in accordance with applicable sections of the
Code. The Plan has been amended since a favorable determination letter was
issued, however, 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.
In order for the Company's Retirement and Savings Plan to comply with the
nondiscrimination coverage requirements under Code sections 410(b) and
401(a)(4) for the plan year ended December 31, 1996, an additional
contribution shall be made to the SAVER Plan on behalf of certain nonhighly
compensated employees in an amount necessary to satisfy the applicable Code
requirements.
(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 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.
12
<PAGE>
H. J. HEINZ COMPANY SAVER PLAN
Notes to Financial Statements (Continued)
(4) Investment Programs (continued):
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.
The number of participants in each fund is as follows:
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
----------------- -----------------
<S> <C> <C>
H. J. Heinz Co. Stock Fund........ 5,622 5,592
Magellan Fund..................... 2,088 2,087
Retirement Gov't. Money Market.... 11,131 10,681
Retirement Growth Fund............ 1,303 1,364
Equity-Income Fund................ 1,310 1,235
Puritan Fund...................... 1,464 1,462
Intermediate Bond Fund............ 970 1,091
Overseas Fund..................... 592 565
</TABLE>
(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, 1996 December 31, 1995
----------------------- ----------------------
Value per Value per
Units Unit Units Unit
--------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
H. J. Heinz Co. Stock Fund...... 9,089,729 $1.667 7,278,943 $1.495
Magellan Fund................... 2,905,698 $1.501 2,354,992 $1.343
Retirement Gov't. Money Market 13,096,505 $1.156 10,388,943 $1.099
Retirement Growth Fund.......... 1,551,634 $1.347 1,283,046 $1.244
Equity-Income Fund.............. 1,554,038 $1.599 1,119,725 $1.321
Puritan Fund.................... 1,561,299 $1.424 1,130,887 $1.236
Intermediate Bond Fund.......... 885,054 $1.146 776,943 $1.105
Overseas Fund................... 490,860 $1.249 305,404 $1.105
</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 $245,571 for the year ended December 31, 1996 and $106,176
for the year ended December 31, 1995 and $78,762 for the year ended December
31, 1994.
(7) Mergers:
On December 4, 1996, the Board of Directors approved the transfer to the
Plan of the remaining assets of the Pestritto Foods, Inc. Profit Sharing
Plan, amounting to approximately $2,000, attributable to former employees
who could not be located when the plan was terminated in May 1994, and to
document a procedure for the Plan to follow when a participant cannot be
located within three years after his or her benefit becomes payable.
On June 13, 1995, the Board of Directors approved the transfer of certain
assets and liabilities of the Tasty Frozen Products 401(k) Plan which are
attributable to hourly employees into the Plan effective June 30, 1995. The
transfer of assets amounted to approximately $195,000 and is reflected in
participant contributions.
13
<PAGE>
H. J. HEINZ COMPANY SAVER PLAN
Notes to Financial Statements (Continued)
(7) Mergers: (continued)
On April 11, 1995, the Board of Directors 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 of Directors approved the adoption of the Plan
by the U.S. corporations and affiliates of Heinz Bakery Products on behalf of
their non-union hourly employees.
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.
14
<PAGE>
H. J. HEINZ COMPANY SAVER PLAN
Notes to Financial Statements (Continued)
(8) Master Trust:
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 the the Trust as a
whole.
The following table presents the Master Trust information for the Plan.
<TABLE>
<CAPTION>
December 31, 1996
---------------------------------------------------------------------------------------
SAVER Plan
Percentage of
Net Interest
Fair Value of Change in in the
Investment of Investment Income the Fair Master
Master Trust Dividends Interest Value* Trust
--------------- -------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
H. J. Heinz Co.
Stock Fund $ 195,206,032 $ 6,085,903 $ 89,599 $ 9,295,951 7.76%
GIC Group
Trust Fund 9,995,393 - 515,136 1,654,650 -
Magellan Fund 49,482,858 7,744,772 - (2,245,807) 8.81%
Retirement Gov't
Money Market 40,322,514 - 1,801,220 2,473,341 37.55%
Retirement
Growth Fund 23,622,577 2,897,571 - 923,809 8.85%
Equity-Income
Fund 32,599,351 1,832,555 - 13,575,945 7.57%
Puritan Fund 33,264,907 3,616,507 - 5,858,634 6.68%
Intermediate
Bond Fund 10,410,530 635,912 - 856,242 9.74%
Asset Manager
Growth Fund 5,002,592 425,339 - 2,471,812 -
Asset Manager
Income Fund 489,016 30,560 - 139,998 -
Asset Manager
Fund 2,736,284 208,284 - 825,958 -
Overseas Fund 10,590,303 638,560 - 4,524,475 5.79%
--------------- -------------- ----------- ------------- --------
Total Master Trust $ 413,722,357 $ 24,115,963 $ 2,405,955 $ 40,355,008 10.41%
=============== ============== =========== ============= ========
</TABLE>
*Includes transfers between funds.
15
<PAGE>
H. J. HEINZ COMPANY SAVER PLAN
Notes to Financial Statements (Continued)
(8) Master Trust (continued):
<TABLE>
<CAPTION>
December 31, 1995
---------------------------------------------------------------------------------------
SAVER Plan
Percentage of
Net Interest
Fair Value of Change in in the
Investment of Investment Income the Fair Master
Master Trust Dividends Interest Value* Trust
--------------- -------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
H. J. Heinz Co.
Stock Fund $ 190,346,778 $ 5,741,208 $ 97,109 $ 49,699,783 5.72%
GIC Group
Trust Fund 8,764,836 - 521,228 93,186 -
Magellan Fund 47,107,694 2,671,740 - 13,341,534 6.72%
Retirement Gov't
Money Market 31,361,409 - 1,363,678 1,483,352 36.39%
Retirement
Growth Fund 20,031,315 1,876,802 - 4,236,785 7.97%
Equity-Income
Fund 16,904,363 872,984 - 6,167,811 8.75%
Puritan Fund 24,562,632 1,219,598 - 4,749,749 5.69%
Intermediate
Bond Fund 8,678,410 477,244 - 1,137,970 9.89%
Asset Manager
Growth Fund 1,949,636 29,050 - 93,817 -
Asset Manager
Income Fund 287,936 9,488 - 129,067 -
Asset Manager
Fund 1,685,378 47,165 - (11,880) -
Overseas Fund 5,134,990 116,705 - (318,970) 6.57%
--------------- -------------- ----------- ------------- --------
Total Master Trust $ 356,815,377 $ 13,061,984 $ 1,982,015 $ 80,802,204 8.72%
=============== ============== =========== ============= ========
</TABLE>
*Includes transfers between funds.
16
<PAGE>
H. J. HEINZ COMPANY SAVER PLAN
Notes to Financial Statements (Continued)
(8) Master Trust (continued):
<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>
*Includes transfers between funds.
17
<PAGE>
H. J. HEINZ COMPANY SAVER PLAN
Notes to Financial Statements (Continued)
(9) Investments:
Investments at December 31, 1996 and 1995 are summarized as follows:
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
Cost Fair Value Cost Fair Value
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
H. J. Heinz Co. Stock Fund 11,120,929 15,029,919 7,502,238 10,800,974
Magellan Fund 4,157,097 4,360,424 2,805,009 3,163,714
Retirement Gov't. Money Market 15,076,164 15,076,164 11,363,865 11,363,865
Retirement Growth Fund 2,195,811 2,090,338 1,583,365 1,595,503
Equity-Income Fund 2,112,669 2,469,167 1,333,514 1,479,449
Puritan Fund 2,135,657 2,223,079 1,328,894 1,398,077
Intermediate Bond Fund 1,028,622 1,008,534 850,390 854,035
Overseas Fund 588,842 613,278 331,646 337,439
Participants' Loans 18,895 18,895 54,188 54,188
----------- ----------- ----------- -----------
Total Investments $38,434,686 $42,889,798 $27,153,109 $31,047,244
=========== =========== =========== ===========
</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 27, 1997 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 May 30, 1997 on our audits of the financial statements of the H. J. Heinz
Company SAVER Plan as of December 31, 1996 and 1995 and for the years ended
December 31, 1996, 1995 and 1994, 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 27, 1997
