<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
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 19, 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 and 1995
4. Notes to Financial Statements
5. Supplemental schedule of Assets Held for Investment Purposes as of December
31, 1996
6. Supplemental schedule of Reportable Transactions for the Year Ended December
31, 1996
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 EMPLOYEES
RETIREMENT AND SAVINGS 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 Employees Retirement and Savings Plan as of
December 31, 1996 and 1995 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, 1996 and
1995 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 19, 1997
3
<PAGE>
H. J. HEINZ COMPANY
EMPLOYEES RETIREMENT AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1996
<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) $178,619,155 $9,946,832 $45,122,434 $25,070,487 $21,532,239
Investment -- -- -- -- --
Investment income receivable:
Dividends 1,429,821 -- -- -- --
Interest and other 8,469 48,572 158 108,983 186
--------------- ------------- -------------- --------------- --------------
Total investment income receivable 1,438,290 48,572 158 108,983 186
--------------- ------------- -------------- --------------- --------------
Contributions receivable:
Employee 356,224 16,699 188,288 184,537 94,606
Employer -- 29,567 250,725 332,952 127,341
--------------- ------------- -------------- --------------- --------------
Total contributions receivable 356,224 46,266 439,013 517,489 221,947
--------------- ------------- -------------- --------------- --------------
Participant Loan Repayments 631 110 363 436 315
--------------- ------------- -------------- --------------- --------------
Total Assets $180,414,300 $10,041,780 $45,561,968 $25,697,395 $21,754,687
--------------- ------------- -------------- --------------- --------------
Liabilities:
Notes payable to H. J. Heinz Company -- -- -- -- --
Accrued interest due on note payable -- -- -- -- --
Accrued administrative expenses 46,557 2,584 11,667 6,510 5,567
--------------- ------------- -------------- --------------- --------------
Total Liabilities $46,557 $2,584 $11,667 $6,510 $5,567
--------------- ------------- -------------- --------------- --------------
Net Assets Available for Plan Benefits $180,367,743 $10,039,196 $45,550,301 $25,690,885 $21,749,120
=============== ============= ============== =============== ==============
<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) $30,130,183 $31,041,828 $9,349,119 $5,002,592 $489,017
Investment -- -- -- -- --
Investment income receivable:
Dividends -- -- 47,662 -- --
Interest and other 263 174 44 24 1
--------------- ------------- -------------- --------------- --------------
Total investment income receivable 263 174 47,706 24 1
--------------- ------------- -------------- --------------- --------------
Contributions receivable:
Employee 119,270 104,252 20,596 30,177 2,494
Employer 134,547 164,286 54,572 24,321 3,006
--------------- ------------- -------------- --------------- --------------
Total contributions receivable 253,817 268,538 75,168 54,498 5,500
--------------- ------------- -------------- --------------- --------------
Participant Loan Repayments 412 233 64 240 11
--------------- ------------- -------------- --------------- --------------
Total Assets $30,384,675 $31,310,773 $9,472,057 $5,057,354 $494,529
--------------- ------------- -------------- --------------- --------------
Liabilities:
Notes payable to H. J. Heinz Company -- -- -- -- --
Accrued interest due on note payable -- -- -- -- --
Accrued administrative expenses 7,790 8,026 2,430 1,294 126
--------------- ------------- -------------- --------------- --------------
Total Liabilities $7,790 $8,026 $2,430 $1,294 $ 126
--------------- ------------- -------------- --------------- --------------
Net Assets Available for Plan Benefits $30,376,885 $31,302,747 $9,469,627 $5,056,060 $494,403
=============== ============= ============== =============== ==============
<PAGE>
<CAPTION>
Asset Manager Overseas Participants' ESOP
Fund Fund Loans Trust Total
------------- ------------- ------------- --------------- -----------
<S> <C> <C> <C> <C> <C>
Assets:
Investment in Master Trust (Note 8) $2,736,284 $9,977,026 -- -- $369,017,196
Investment -- -- $204,385 $70,454,970 70,659,355
Investment income receivable:
Dividends -- -- -- 568,958 2,046,441
Interest and other 8 17 -- -- 166,899
--------------- ------------- -------------- --------------- --------------
Total investment income receivable 8 17 -- 568,958 2,213,340
--------------- ------------- -------------- --------------- --------------
Contributions receivable:
Employee 9,159 52,817 -- -- 1,179,119
Employer 12,395 33,230 -- 456,808 1,623,750
--------------- ------------- -------------- --------------- --------------
Total contributions receivable 21,554 86,047 -- 456,808 2,802,869
--------------- ------------- -------------- --------------- --------------
Participant Loan Repayments 72 113 (3,000) -- --
--------------- ------------- -------------- --------------- --------------
Total Assets $2,757,918 $10,063,203 $201,385 $71,480,736 $444,692,760
--------------- ------------- -------------- --------------- --------------
Liabilities:
Notes payable to H. J. Heinz Company -- -- -- 20,283,951 20,283,951
Accrued interest due on note payable -- -- -- 120,720 120,720
Accrued administrative expenses 707 2,580 -- 31,900 127,738
--------------- ------------- -------------- --------------- --------------
Total Liabilities $ 707 $ 2,580 -- $20,436,571 $20,532,409
--------------- ------------- -------------- --------------- --------------
Net Assets Available for Plan Benefits $2,757,211 $10,060,623 $201,385 $51,044,165 $424,160,351
=============== ============= ============== =============== ==============
</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, 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
=============== ============= ============== =============== ==============
<PAGE>
<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.
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, 1996
<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) $ 7,801,796 $ 1,654,650 ($ 2,626,223) $ 2,387,680 $ 753,778
------------ ----------- ------------ ----------- -----------
Additions:
Investment income:
Dividends -- -- -- -- --
Interest -- -- -- -- --
------------ ----------- ------------ ----------- -----------
Total investment income -- -- -- -- --
------------ ----------- ------------ ----------- -----------
Participant contributions 5,183,431 520,090 3,200,196 2,786,929 1,530,168
Age-related employer contributions -- 410,726 3,867,197 4,278,557 1,973,412
ESOP debt service funding -- -- -- -- --
Transfer for Loan Repayments 9,836 1,630 15,799 7,093 9,243
------------ ----------- ------------ ----------- -----------
Total additions 5,193,267 932,446 7,083,192 7,072,579 3,512,823
------------ ----------- ------------ ----------- -----------
Deductions:
Withdrawals 11,977,961 1,343,424 3,320,554 4,195,449 1,126,594
Administrative expenses 333,444 16,976 83,584 59,821 39,899
Interest expense on note payable -- -- -- -- --
Net (appreciation) depreciation
in fair value of investments -- -- -- -- --
------------ ----------- ------------ ----------- -----------
Total deductions 12,311,405 1,360,400 3,404,138 4,255,270 1,166,493
------------ ----------- ------------ ----------- -----------
Net increase (decrease) in net assets available
for plan benefits for the year 683,658 1,226,696 1,052,831 5,204,989 3,100,108
Net assets available for plan benefits at
the beginning of the year 179,684,085 8,812,500 44,497,470 20,485,896 18,649,012
------------ ----------- ----------- ----------- -----------
Net assets available for plan benefits at
the end of the year $180,367,743 $10,039,196 $45,550,301 $25,690,885 $21,749,120
============ =========== =========== =========== ===========
<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) $12,952,171 $ 5,518,492 $ 869,492 $ 2,471,812 $139,998
Additions:
Investment income:
Dividends -- -- -- -- --
Interest -- -- -- -- --
----------- ----------- ---------- ---------- --------
Total investment income -- -- -- -- --
----------- ----------- ---------- ---------- --------
Participant contributions 1,476,357 1,586,724 657,545 382,038 31,411
Age-related employer contributions 1,681,641 2,308,460 818,942 277,330 35,301
ESOP debt service funding -- -- -- -- --
Transfer for Loan Repayments 14,564 6,020 4,679 2,332 179
----------- ----------- ---------- ---------- --------
Total additions 3,172,562 3,901,204 1,481,166 661,700 66,891
----------- ----------- ---------- ---------- --------
Deductions:
Withdrawals 1,283,174 1,474,653 766,312 54,044 3,673
Administrative expenses 45,182 52,768 16,495 6,898 753
Interest expense on note payable -- -- -- -- --
Net (appreciation) depreciation
in fair value of investments -- -- -- -- --
----------- ----------- ---------- ---------- --------
Total deductions 1,328,356 1,527,421 782,807 60,942 4,426
----------- ----------- ---------- ---------- --------
<PAGE>
Net increase (decrease) in net assets available
for plan benefits for the year 14,796,377 7,892,275 1,567,851 3,072,570 202,463
Net assets available for plan benefits at
the beginning of the year 15,580,508 23,410,472 7,901,776 1,983,490 291,940
----------- ----------- ---------- ---------- --------
Net assets available for plan benefits at
the end of the year $30,376,885 $31,302,747 $9,469,627 $5,056,060 $494,403
=========== =========== ========== ========== ========
<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) $825,958 $4,410,070 -- -- $ 37,159,674
Additions:
Investment income:
Dividends -- -- -- $2,216,949 2,216,949
Interest -- -- -- 25,582 25,582
------------- ------------ ------------ ------------ -------------
Total investment income -- -- -- 2,242,531 2,242,531
------------- ------------ ------------ ------------ -------------
Participant contributions 130,344 705,061 -- -- 18,190,294
Age-related employer contributions 152,690 455,851 -- -- 16,260,107
ESOP debt service funding -- -- -- 4,245,956 4,245,956
Transfer for Loan Repayments 1,889 3,848 ($ 77,112) -- --
------------- ------------ ------------ ------------ -------------
Total additions 284,923 1,164,760 (77,112) 6,488,487 40,938,888
------------- ------------ ------------ ------------ -------------
Deductions:
Withdrawals 53,899 352,227 20,143 2,987,403 28,959,510
Administrative expenses 4,759 16,050 -- 177,449 854,078
Interest expense on note payable -- -- -- 1,241,629 1,241,629
Net (appreciation) depreciation
in fair value of investments -- -- -- (5,574,851) (5,574,851)
------------- ------------ ------------ ------------ -------------
Total deductions 58,658 368,277 20,143 (1,168,370) 25,480,366
------------- ------------ ------------ ------------ -------------
Net increase (decrease) in net assets available
for plan benefits for the year 1,052,223 5,206,553 (97,255) 7,656,857 52,618,196
Net assets available for plan benefits at
the beginning of the year 1,704,988 4,854,070 298,640 43,387,308 371,542,155
------------- ------------ ------------ ------------ -------------
Net assets available for plan benefits at
the end of the year $2,757,211 $10,060,623 $201,385 $51,044,165 $424,160,351
============= ============ ============ ============ =============
</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, 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.
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; 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 statements of net assets
available for plan benefits and the statements 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 $9,500 in 1996 and $9,240 in 1995. 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,
1996 and 1995, ranged from 6.50% to 12.50% and 6.45% 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, 1996 and 1995 administrative expenses of $854,078 and
$1,112,847, 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 years ended December 31, 1996 and 1995 were $42,164 and
$56,385 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 has determined and informed the Company by letter dated March 22,
1996 that the Plan is designed in accordance with applicable sections of the
Code. The Plan has been amended since a favorable determination was received,
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, 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.
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 accounts in multiples of 1%,
in any one or more of the Investment funds selected by the Committee. The
match account investment cannot be reallocated unless a participant is
eligible to retire or no longer employed. A description of the Investment
funds is 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, 1996 December 31, 1995
----------------- -----------------
Value per Value per
Units Unit Units Unit
------------- --------- ------------- ---------
<S> <C> <C> <C> <C>
H. J. Heinz Co. Stock Fund...... 130,968,411 $1.375 145,039,083 $1.240
Retirement Gov't. Money Market 21,415,696 $1.176 17,809,166 $1.117
GIC Group Trust Fund............ 7,962,528 $1.256 7,382,311 $1.188
Intermediate Bond Fund.......... 7,435,710 $1.264 6,403,736 $1.221
Puritan Fund.................... 18,224,395 $1.703 15,623,870 $1.483
Equity-Income Fund.............. 15,779,480 $1.909 9,751,870 $1.582
Magellan Fund................... 24,460,122 $1.845 26,547,564 $1.655
Retirement Growth Fund.......... 13,267,322 $1.623 12,282,760 $1.501
Overseas Fund................... 7,020,572 $1.421 3,816,811 $1.257
Asset Manager Fund.............. 1,977,025 $1.384 1,368,795 $1.231
Asset Manager: Growth Fund..... 3,346,689 $1.495 1,529,838 $1.274
Asset Manager: Income Fund..... 375,683 $1.302 238,482 $1.207
</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. Forfeitures were $529,319 for the
year ended December 31, 1996 and $292,770 for the year ended December 31,
1995.
(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 1996 and 1995, the
number of shares released from the suspense account for allocation to
participant accounts as a result of principal repayments was 226,643 and
232,706 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, 1996 and 1995, $30,570,446 and $35,394,598 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, 1996 and 1995, the weighted average interest rate
was 5.31%. 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 1996 is: $3,869,055 in 1997, $1,976,712 in 1998, $2,088,348 in
1999, $2,206,289 in 2000 and $2,330,890 in 2001. 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:
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, 1996
-------------------------------------------------------------------------------------------
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 $ 195,206,032 $ 6,085,903 $ 89,599 $ 9,295,951 92.24%
GIC Group
Trust Fund 9,995,393 -- 515,136 1,654,650 100.00%
Magellan Fund 49,482,858 7,744,772 -- (2,245,807) 91.19%
Retirement Gov't
Money Market 40,322,514 -- 1,801,220 2,473,341 62.45%
Retirement
Growth Fund 23,622,577 2,897,571 -- 923,809 91.15%
Equity-Income
Fund 32,599,351 1,832,555 -- 13,575,945 92.43%
Puritan Fund 33,264,907 3,616,507 -- 5,858,634 93.32%
Intermediate
Bond Fund 10,410,530 635,912 -- 856,242 90.26%
Asset Manager
Growth Fund 5,002,592 425,339 -- 2,471,812 100.00%
Asset Manager
Income Fund 489,016 30,560 -- 139,998 100.00%
Asset Manager
Fund 2,736,284 208,284 -- 825,958 100.00%
Overseas Fund 10,590,303 638,560 -- 4,524,475 94.21%
--------------- ------------ ----------- -------------- ------------
Total Master Trust $ 413,722,357 $ 24,115,963 $ 2,405,955 $ 40,355,008 89.59%
=============== ============ =========== ============== ============
* Includes transfers between funds.
</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 $ 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%
================ =============== =========== =============== ============
* Includes transfers between funds.
</TABLE>
16
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
(9) Mergers:
On December 4, 1996, the Board of Directors approved a proposal to amend
the Plan 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 April 9, 1996, the Board of Directors approved Tip Top Ice Cream
Company Limited, an affiliate of Watties, to adopt the Plan, and to extend
participation to its employees who are citizens of the United States and
who formerly participated in the Plan.
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 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 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 salaried employees.
(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, 1996 and 1995 were
$4,052,303 and $3,474,745 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
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
<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; 1,959,909 $ 41,403,078 $ 70,066,517
Mellon Bank EB Temporary Investment Fund $ 388,453 $ 388,453
* H. J. Heinz Company Participants' Loans $ _ $ 204,385
Interest Rates, 6.50%-12.50%
</TABLE>
18
<PAGE>
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
EIN: 25 - 0542520 PLAN 009
LINE 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<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 -- 788,854
(13 sales)
Cantor Fitzgerald & Co. Inc. H. J. Heinz Company Common Stock -- 233,486
(3 sales)
Interstate/Johnson Lane H. J. Heinz Company Common Stock -- 98,029
(1 sale)
Autranet Inc. H. J. Heinz Company Common Stock -- 1,664,360
(11 sales)
Mellon Bank EB Temporary Investment Fund -- 4,381,098
(114 sales)
Mellon Bank EB Temporary Investment Fund 4,642,537 --
(139 purchases)
Mellon Bank H. J. Heinz Company Common Stock 5,22O,333 --
(ESOP LOAN) (5 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>
1,200 442,590 788,854 346,264
357 127,456 233,496 106,040
141 52,137 98,029 45,892
2,489 884,428 1,664,360 779,932
-- 4,381,098 4,381,098 --
-- 4,642,537 4,642,537 --
-- 5,220,333 5,220,333 --
</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 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 Employees Retirement and Savings Plan on Form S-8 (File No.
2-51719) of our report dated June 19, 1997 on our audits of the financial
statements of the H. J. Heinz Company Employees Retirement and Savings Plan as
of December 31, 1996 and 1995 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 27, 1997
