<PAGE> 1
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, 1999
[ ] 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> 2
FINANCIAL STATEMENTS AND EXHIBITS
The following Plan financial statements, schedules and reports are attached
hereto:
1. Report of Independent Accountants dated June 15, 2000 of
PricewaterhouseCoopers LLP for the Plan financial statements
2. Statements of Net Assets Available for Benefits as of December 31, 1999 and
1998
3. Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1999
4. Notes to Financial Statements
5. Supplemental Schedule of Assets Held for Investment Purposes as of December
31, 1999
6. Supplemental Schedule of Reportable Transactions for the Year Ended
December 31, 1999
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 PricewaterhouseCoopers LLP dated June 28, 2000 is filed
herein.
1
<PAGE> 3
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: ..................................
Gary D. Matson, Chairman
June 23, 2000
2
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
H. J. HEINZ COMPANY EMPLOYEE
BENEFITS ADMINISTRATION BOARD:
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the H. J. Heinz Company Employees Retirement and Savings Plan (the "Plan") at
December 31, 1999 and 1998, and the changes in net assets available for benefits
for the year ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States. These financial statements are the
responsibility of the Employee Benefits Administration Board; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes and the supplemental schedule of reportable transactions
are presented for the purpose of additional analysis and are not a required part
of the basic financial statements but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Employee Benefits Administration Board.
The supplemental schedules 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.
Pittsburgh, Pennsylvania
June 15, 2000
3
<PAGE> 5
H. J. HEINZ COMPANY
EMPLOYEES RETIREMENT AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 1999
<TABLE>
<CAPTION>
Participant- Non-Participant
Directed Directed Total
------------ --------------- ------------
<S> <C> <C> <C>
Assets:
Investment in Master Trust (Notes 4, 7) $477,366,396 -- $477,366,396
Investment in ESOP Trust (Note 6) -- $59,997,631 59,997,631
Participant Loans 62,466 -- 62,466
Dividends receivable -- 550,375 550,375
Contributions receivable:
Employee 999,693 -- 999,693
Employer 956,129 369,650 1,325,779
------------ ----------- ------------
Total contributions receivable 1,955,822 369,650 2,325,472
------------ ----------- ------------
------------ ----------- ------------
Total Assets $479,384,684 $60,917,656 $540,302,340
------------ ----------- ------------
Liabilities:
Notes payable to H. J. Heinz Company (Note 6) -- 9,996,514 9,996,514
Accrued interest due on note payable -- 120,514 120,514
Accrued administrative expenses 44,107 45,725 89,832
------------ ----------- ------------
Total Liabilities 44,107 10,162,753 10,206,860
------------ ----------- ------------
Net Assets Available for Benefits $479,340,577 $50,754,903 $530,095,480
============ =========== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 6
H. J. HEINZ COMPANY
EMPLOYEES RETIREMENT AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 1998
<TABLE>
<CAPTION>
Participant Non-Participant
Directed Directed Total
------------ --------------- ------------
<S> <C> <C> <C>
Assets:
Investment in Master Trust (Notes 4, 7) $522,552,654 -- $522,552,654
Investment in ESOP Trust (Note 6) -- $95,967,107 95,967,107
Participant Loans 78,381 -- 78,381
Dividends receivable -- 579,503 579,503
Contributions receivable:
Employee 1,017,170 -- 1,017,170
Employer 1,068,161 386,752 1,454,913
------------ ----------- ------------
Total contributions receivable 2,085,331 386,752 2,472,083
------------ ----------- ------------
------------ ----------- ------------
Total Assets $524,716,366 $96,933,362 $621,649,728
------------ ----------- ------------
Liabilities:
Notes payable to H. J. Heinz Company (Note 6) -- 13,571,071 13,571,071
Accrued interest due on note payable (Note 6) -- 92,021 92,021
Accrued administrative expenses 98,287 43,698 141,985
------------ ----------- ------------
Total Liabilities 98,287 13,706,790 13,805,077
------------ ----------- ------------
Net Assets Available for Benefits $524,618,079 $83,226,572 $607,844,651
============ =========== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 7
H. J. HEINZ COMPANY
EMPLOYEES RETIREMENT AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the Year Ended December 31, 1999
<TABLE>
<CAPTION>
Participant- Non-Participant
Directed Directed Total
------------ --------------- ------------
<S> <C> <C> <C>
Net Change in Investment in
Master Trust (Note 7) $(10,797,080) -- $(10,797,080)
Transfers from ESOP to other funds (Note 6) -- $ (1,014,131) $ (1,014,131)
Loan Repayments $ (15,915) -- $ (15,915)
Additions:
Investment income:
Dividends -- 2,268,424 2,268,424
Interest -- 26,191 26,191
------------ ------------ ------------
Total investment income -- 2,294,615 2,294,615
------------ ------------ ------------
Participant contributions 18,592,527 -- 18,592,527
Age-related employer contributions 14,627,335 -- 14,627,335
ESOP debt service funding -- 1,551,898 1,551,898
------------ ------------ ------------
Total additions 33,219,862 3,846,513 37,066,375
------------ ------------ ------------
Deductions:
Withdrawals 50,834,924 4,456,279 55,291,203
Administrative expenses 536,215 109,146 645,361
Interest expense on note payable -- 632,573 632,573
Transfer of WWI Participant Accounts 16,313,230 1,187,289 17,500,519
Net depreciation
in fair value of investments -- 28,918,764 28,918,764
------------ ------------ ------------
Total deductions 67,684,369 35,304,051 102,988,420
------------ ------------ ------------
Net (decrease) in net assets available
for benefits for the year (45,277,502) (32,471,669) (77,749,171)
Net assets available for benefits at
the beginning of the year 524,618,079 83,226,572 607,844,651
Net assets available for benefits at ------------ ------------ ------------
the end of the year $479,340,577 $ 50,754,903 $530,095,480
============ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE> 8
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements
(1) PLAN DESCRIPTION:
The following description of the H. J. Heinz Company ("Company") Employees
Retirement and Savings Plan ("Plan") provides only general information.
Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
General
The Plan is a defined contribution plan covering salaried employees
actively employed by the Company or any of the affiliated companies. It is
subject to the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA").
The administration of the Plan and the responsibility for interpreting and
carrying out its provisions is vested in the Employee Benefits
Administration Board ("Committee"). The Committee consists of members
appointed by the Board of Directors of the Company ("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 benefits and the statement of changes in net assets available
for 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 was limited to $10,000 in both 1999 and 1998.
The Committee gives participants affected by these limitations timely
notification.
The Company contributes, on behalf of each participating employee, an
amount equivalent to the tax deferred contribution up to 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 come from the shares held in the
separate, leveraged employee stock ownership plan ("ESOP") trust. The ESOP
is described in greater detail in Note 6.
7
<PAGE> 9
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
Contributions (continued)
In addition, 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, including the H. J. Heinz Company Stock Fund
effective October 21, 1998. 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 is maintained for
tax deferred contributions, after tax account, which is maintained for
after tax contributions, and rollover account, which is maintained for
rollover contributions, is 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, 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 up to 100% of their after tax or
rollover account.
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) has attained age 59 1/2.
A participant may not withdraw any amount from their tax deferred account
during active employment before age 59 1/2 except for hardship as defined
in the Plan.
A participant may not withdraw any amount from their CCA during active
employment before age 70 1/2.
A participant who qualifies for a hardship withdrawal and withdraws from
their tax deferred account 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.
8
<PAGE> 10
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
Withdrawals (continued)
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. Outstanding loans at December 31, 1989 continue to
be administered in accordance with the loan rules established by the
Committee as in effect on such date.
The interest rates for all outstanding loans for the year ended December
31, 1999 ranged from 7.3% to 10.94%. These ranges were from 7.0% to 10.94%
for the year ended December 31, 1998.
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.
Administrative Expenses
The Trustees may pay expenses of the Plan including record-keeping fees,
administrative charges, professional fees, and trustee fees, from the
assets of the Trust Funds unless paid by the Company. For the years ended
December 31, 1999 and 1998 the Plan incurred expenses of $645,361 and
$663,218, respectively. These expenses were paid from Plan assets. 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, 1999 and 1998
were $18,583 and $27,243 respectively.
9
<PAGE> 11
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Investment Valuation
Investments in the Master Trust are valued as follows:
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 securities traded on a national exchange are valued at the
closing price.
Temporary investments in short-term investment funds are valued at cost,
which approximates market value.
Other
The Plan presents in the statement of changes in net assets available for
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. Such change as
it relates to those investments held in the Master Trust is included as a
component of the Net Change in Investment in Master Trust on the Statement
of Changes in Net Assets. Also included in the Net Change in Investment in
Master Trust are dividends and interest earned for the year.
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.
In September 1999, the American Institute of Certified Public Accountants
issued its Statement of Position (SOP) 99-3 "Accounting for and Reporting
of Certain Defined Contribution Plan Investments and Other Disclosure
Matters." SOP 99-3 simplifies the disclosure requirements for defined
contribution benefit plans primarily by eliminating the need for "by-fund"
disclosure. This SOP has been adopted during plan year 1999 and as such,
the 1998 presentation has been revised to reflect the adoption.
(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 February 3,
1998 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.
10
<PAGE> 12
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
(4) INVESTMENT PROGRAMS:
Fidelity Management Trust Company is Trustee for the investment funds.
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.
Currently eight Fidelity funds and seven Vanguard funds are offered in
addition to the H.J. Heinz Company stock. The ESOP match account investment
cannot be reallocated unless a participant is eligible to retire or is no
longer employed. Reallocations from the ESOP to other funds are included in
the Net Change in Investment in Master Trust on the Statement of Changes in
Net Assets Available for Benefits. Also included in the Net Change in
Investment in Master Trust are dividends and interest earned for the year.
(5) 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
$1,289,284 for the year ended December 31, 1999 and $442,810 for the year
ended December 31, 1998.
(6) ESOP TRUST:
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 1999 and 1998, the
number of shares released from the suspense account for allocation to
participant accounts as a result of principal repayments was 147,554 and
126,680, 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, 1999 and 1998, $15,957,386 and $31,168,616, 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, 1999 and 1998, the weighted average interest
rate was 5.52% and 6.02%, respectively. Repayment of the loan is made
through periodic payments. Dividends paid by the Company on allocated and
unallocated shares of the Heinz Common Stock are 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 the years succeeding 1999
is: $3,104,389 in 2000, $1,583,744 in 2001, $1,673,187 in 2002, $1,767,682
in 2003, and a final payment of $1,867,512 due by the stated maturity of
July 31, 2004.
11
<PAGE> 13
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
(7) 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.
12
<PAGE> 14
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
(7) MASTER TRUST: (CONTINUED)
The following tables present the Master Trust information for the Plan.
<TABLE>
<CAPTION>
December 31, 1999
--------------------------------------------------------------------------------------------
Retirement &
Investment Income Net Savings Plan
Fair Value of** Change in Percentage of
Investment of The Fair Interest in the
Master Trust Dividends Interest Value* Master Trust
------------- ----------- ---------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
H.J. Heinz Co. Stock Fund $168,630,214 $ 6,177,943 $ 139,920 ($61,199,691) 89.17%
Managed Income Portfolio 10,551,147 -- 561,736 2,061,730 99.58%
Magellan Fund 88,471,906 7,537,734 -- 17,686,825 90.50%
Retirement Gov't Money Market 63,590,907 -- 3,150,056 1,427,084 68.54%
Overseas Fund 14,843,569 883,955 -- 4,786,318 95.02%
Equity-Income Fund 34,963,082 3,655,055 -- (1,972,030) 91.41%
Puritan Fund 31,450,944 2,764,776 -- (3,782,347) 91.77%
Intermediate Bond Fund 8,238,846 610,029 -- (2,451,414) 91.65%
OTC Portfolio 28,931,872 1,994,039 -- 21,319,709 95.82%
Fixed Income Securities Fund 2,876,495 262,755 -- (817,353) 99.01%
Wellington Fund 4,502,423 415,952 -- (1,298,335) 95.58%
Windsor II Fund 12,010,857 1,417,091 -- (4,292,493) 94.92%
Institutional Index Fund 32,873,167 604,598 -- 7,567,042 95.19%
U.S. Growth Fund 24,184,421 1,170,689 -- 5,508,076 93.61%
Explorer Fund 3,567,206 357,877 -- 1,364,122 97.16%
International Growth Fund 4,226,466 205,422 -- 426,189 97.61%
------------ ----------- ---------- ------------
Total Master Trust $533,913,522 $28,057,915 $3,851,712 ($13,666,568) 88.93%
============ =========== ========== ============
</TABLE>
* Includes transfers between funds.
** Excludes dividends and interest receivable.
13
<PAGE> 15
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
(7) MASTER TRUST: (CONTINUED)
<TABLE>
<CAPTION>
December 31, 1998
--------------------------------------------------------------------------------------------
Retirement &
Investment Income Net Savings Plan
Fair Value of** Change in Percentage of
Investment of The Fair Interest in the
Master Trust Dividends Interest Value* Master Trust
------------- ----------- ---------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
H.J. Heinz Co. Stock Fund $243,550,114 $ 5,748,050 $ 142,184 $30,515,181 89.86%
Managed Income Portfolio 10,188,417 -- 585,028 69,659 99.84%
Magellan Fund 74,787,480 3,480,127 -- 15,088,972 91.18%
Retirement Gov't Money Market 66,201,315 -- 3,237,455 108,018 71.14%
Overseas Fund 10,900,983 213,572 -- (1,001,787) 95.18%
Equity-Income Fund 39,458,176 2,356,677 -- (4,675,129) 92.55%
Puritan Fund 37,233,159 3,948,275 -- (608,195) 92.67%
Intermediate Bond Fund 11,571,033 666,547 -- 1,029,627 93.71%
OTC Portfolio 8,641,610 439,143 -- 3,819,180 98.52%
Fixed Income Securities Fund 4,095,936 219,240 -- 2,474,730 97.73%
Wellington Fund 5,856,424 650,778 -- 2,196,555 97.27%
Windsor II Fund 16,451,405 1,628,023 -- 8,063,854 96.91%
Institutional Index Fund 26,126,207 446,475 -- 13,867,270 96.63%
U.S. Growth Fund 19,360,320 1,185,642 -- 12,857,047 94.97%
Explorer Fund 2,322,657 20,460 -- (163,406) 96.49%
International Growth Fund 3,834,633 75,240 -- 650,976 98.50%
------------ ----------- ---------- -----------
Total Master Trust $580,579,869 $21,078,249 $3,964,667 $84,292,552 89.63%
============ =========== ========== ===========
</TABLE>
* Includes transfers between funds.
** Excludes dividends and interest receivable.
14
<PAGE> 16
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements (Continued)
(8) PLAN AMENDMENTS:
On September 3, 1998, the Board of Directors approved an amendment making
the Heinz Stock Fund available as an investment option for age-related
company contributions effective October 1, 1998.
On July 7, 1998, the Board of Directors approved a resolution to adopt
various technical changes required by the Small Business Job Protection Act
and the Uniformed Services Employment and Reemployment Act; to permit
retired and terminated employees with account balances to make withdrawals
free of the restrictions which apply to active employees, and to eliminate
the three month participation penalty for employees who suspend
contributions to the plan.
On March 10, 1998, the Board of Directors approved an amendment which
authorizes the Director, Human Resource Services - North America to
designate certain employees as "Special Assignment International Employees"
which permits them to participate in the Plan.
(9) 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
benefits. There were no payments due to participants as of December 31,
1999 because the plan administrator processed the payments in sufficient
time for the distributions to be made prior to December 31, 1999 to avoid
any "Y2K" problems. The benefit payment accrual at the end of 1998 was
$3,530,269. 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.
15
<PAGE> 17
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
EIN: 25 - 0542520 PLAN 009
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
(c) Description of investment including
(b) Identity of issue, borrower, maturity date, rate of interest, (e) Current
(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; 1,495,849 shares $27,855,011 $59,554,236
Mellon Bank EB Temporary Investment Fund 443,395 443,395
* H. J. Heinz Company Participants' Loans -- 62,466
Interest Rates, 7.3% - 10.94%
</TABLE>
16
<PAGE> 18
H. J. HEINZ COMPANY EMPLOYEES
RETIREMENT AND SAVINGS PLAN
EIN: 25 - 0542520 PLAN 009
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
(f) Expense (h) Current Value (i) Net
(a) Identity of (b) Description (c) Purchase (d) Selling incurred with (g) Cost of of Asset on Gain
Party Involved of Asset Price Price Transaction Asset Transaction Date (Loss)
---------------- -------------------- ------------ ------------ ------------- ----------- ----------------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
-- H. J. Heinz Company -- $4,933,617 $5,312 $2,054,554 $4,933,617 $2,879,063
Common Stock (22 sales)
Mellon Bank EB Temporary -- 8,700,029 -- 8,700,029 8,700,029 --
Investment Fund (97 sales)
Mellon Bank EB Temporary 8,438,932 -- -- 8,438,932 8,438,932 --
Investment Fund (54 purchases)
</TABLE>
17
<PAGE> 19
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 PricewaterhouseCoopers LLP dated June 28, 2000 is filed
herein.
18
