<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
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> 2
FINANCIAL STATEMENTS AND EXHIBITS
The following Plan financial statements 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
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 SAVER PLAN
(Name of Plan)
EMPLOYEE BENEFITS ADMINISTRATION BOARD
By: /s/ GARY D. MATSON
...................................
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 SAVER Plan (the "Plan") at December 31, 1999 and
1998, and the change 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.
Pittsburgh, Pennsylvania
June 15, 2000
3
<PAGE> 5
H. J. HEINZ COMPANY
SAVER PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
--------------------------------
1999 1998
----------- -----------
<S> <C> <C>
Assets:
Investment in Master Trust (Notes 4, 7) $59,537,633 $60,466,065
Contributions receivable:
Employee 636,530 507,722
Employer 413,211 274,927
----------- -----------
Total contributions receivable 1,049,741 782,649
----------- -----------
Total Assets 60,587,374 61,248,714
----------- -----------
Net Assets Available for Benefits $60,587,374 $61,248,714
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 6
H. J. HEINZ COMPANY
SAVER PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the Year Ended December 31, 1999
<TABLE>
<S> <C>
Net change in Investment
in Master Trust (Note 7) ($2,869,488)
Additions:
Participant contributions 6,107,294
Employer contributions, net 4,626,070
-----------
Total additions 10,733,364
-----------
Deductions:
Withdrawals 8,375,216
Administrative expenses 150,000
-----------
Total deductions 8,525,216
-----------
Net (decrease) in net assets available
for benefits for the year (661,340)
Net assets available for benefits at
the beginning of the year 61,248,714
Net assets available for benefits at -----------
the end of the year $60,587,374
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 7
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 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 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 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 participant's maximum tax deferred and after tax contributions
may not exceed 12% and 10%, respectively, of their earnings. The total of
a participant's tax deferred plus after tax contributions may not exceed
12% of 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 $10,000 in both
1999 and 1998. A participant affected by these limitations will be given
timely notification by the Committee.
At the discretion of the Board of Directors, the Company or any
participating affiliated company, may 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.
6
<PAGE> 8
H. J. HEINZ COMPANY SAVER PLAN
Notes to Financial Statements (Continued)
Contributions (continued)
The determination of the amount of such contribution is made by the Board
of Directors of the Company after considering recommendations made by
appropriate officers of participating affiliated companies or divisions.
The amount of such contribution may be different for any specified group
of participants. For the years ended December 31, 1999 and 1998, the
matching contribution amounts at various divisions or plants of divisions
ranged from 15 cents per each tax deferred dollar (up to 5% of
participants' earnings) to $1.00 for each tax deferred dollar (up to 3%
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 the Committee approves them. The supplemental contributions were
$1,222,076 for the year ended December 31, 1999 and $1,164,337 for the
year ended December 31, 1998.
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 participant's
contribution(s) and allocation of (a) the Company's matching,
supplemental, and age-related contribution(s), as defined, and (b) Plan
earnings. Allocations are based on participant earnings or account
balances, as defined. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's vested account.
Vesting
The value of a participant's tax deferred account which 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.
A participant's matching account (which will be maintained for the
Company's matching contributions), will be fully vested upon the
completion of three years of service, attainment of age 65, disability,
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 five years of service, attainment
of age 65, disability, or death.
7
<PAGE> 9
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 the 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
amount equal to the value of their vested account. 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.
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.
Administration Expenses
Effective May 1, 1998, the first $150,000 of annual administrative
expenses is paid from Plan assets; amounts in excess of $150,000 are paid
by the Company.
(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 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.
8
<PAGE> 10
H. J. HEINZ COMPANY SAVER PLAN
Notes to Financial Statements (Continued)
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 related 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
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.
(4) INVESTMENT PROGRAMS:
Fidelity Management Trust Company is Trustee for all of 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 Company stock fund.
(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.
Forfeitures were $382,476 for the year ended December 31, 1999 and
$332,098 for the year ended December 31, 1998.
9
<PAGE> 11
H. J. HEINZ COMPANY SAVER PLAN
Notes to Financial Statements (Continued)
(6) NONPARTICIPANT-DIRECTED INVESTMENTS:
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments
is as follows:
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Net Assets:
H.J. Heinz Company common stock $8,391,577 $10,842,916
</TABLE>
<TABLE>
<CAPTION>
Year Ended
December 31, 1999
-----------------
<S> <C>
Changes in Net Assets:
Contributions $1,418,585
Dividends $ 288,356
Net Depreciation ($3,363,695)
Benefits paid to participants ($ 743,108)
Transfers to participant-directed investments ($ 25,856)
Administrative fees ($ 25,621)
-----------
($2,451,339)
===========
</TABLE>
10
<PAGE> 12
H. J. HEINZ COMPANY SAVER PLAN
Notes to Financial Statements (Continued)
(7) MASTER TRUST:
The Company entered into a Master Trust arrangement with the Trustee. 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 Trust as
a whole.
The following tables present the Master Trust information for the Plan.
<TABLE>
<CAPTION>
December 31, 1999
-----------------------------------------------------------------------------------------------
Investment Income Net SAVER 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) 10.83%
Managed Income Portfolio 10,551,147 -- 561,736 2,061,730 0.42%
Magellan Fund 88,471,906 7,537,734 -- 17,686,825 9.50%
Retirement Gov't Money Market 63,590,907 -- 3,150,056 1,427,084 31.46%
Overseas Fund 14,843,569 883,955 -- 4,786,318 4.98%
Equity-Income Fund 34,963,082 3,655,055 -- (1,972,030) 8.59%
Puritan Fund 31,450,944 2,764,776 -- (3,782,347) 8.23%
Intermediate Bond Fund 8,238,846 610,029 -- (2,451,414) 8.35%
OTC Portfolio 28,931,872 1,994,039 -- 21,319,709 4.18%
Fixed Income Securities Fund 2,876,495 262,755 -- (817,353) 0.99%
Wellington Fund 4,502,423 415,952 -- (1,298,335) 4.42%
Windsor II Fund 12,010,857 1,417,091 -- (4,292,493) 5.08%
Institutional Index Fund 32,873,167 604,598 -- 7,567,042 4.81%
U.S. Growth Fund 24,184,421 1,170,689 -- 5,508,076 6.39%
Explorer Fund 3,567,206 357,877 -- 1,364,122 2.84%
International Growth Fund 4,226,466 205,422 -- 426,189 2.39%
------------ ----------- ---------- ------------
Total Master Trust $533,913,522 $28,057,915 $3,851,712 ($13,666,568) 11.07%
============ =========== ========== ============
</TABLE>
* Includes transfers between funds.
** Excludes dividends and interest receivable.
11
<PAGE> 13
H. J. HEINZ COMPANY SAVER PLAN
Notes to Financial Statements (Continued)
(7) MASTER TRUST (CONTINUED):
<TABLE>
<CAPTION>
December 31, 1998
-----------------------------------------------------------------------------------------------
Investment Income Net SAVER 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 10.14%
Managed Income Portfolio 10,188,417 -- 585,028 69,659 0.16%
Magellan Fund 74,787,480 3,480,127 -- 15,088,972 8.82%
Retirement Gov't Money Market 66,201,315 -- 3,237,455 108,018 28.86%
Overseas Fund 10,900,983 213,572 -- (1,001,787) 4.82%
Equity-Income Fund 39,458,176 2,356,677 -- (4,675,129) 7.45%
Puritan Fund 37,233,159 3,948,275 -- (608,195) 7.33%
Intermediate Bond Fund 11,571,033 666,547 -- 1,029,627 6.29%
OTC Portfolio 8,641,610 439,143 -- 3,819,180 1.48%
Fixed Income Securities Fund 4,095,936 219,240 -- 2,474,730 2.27%
Wellington Fund 5,856,424 650,778 -- 2,196,555 2.73%
Windsor II Fund 16,451,405 1,628,023 -- 8,063,854 3.09%
Institutional Index Fund 26,126,207 446,475 -- 13,867,270 3.37%
U.S. Growth Fund 19,360,320 1,185,642 -- 12,857,047 5.03%
Explorer Fund 2,322,657 20,460 -- (163,406) 3.51%
International Growth Fund 3,834,633 75,240 -- 650,976 1.50%
------------ ----------- ---------- -----------
Total Master Trust $580,579,869 $21,078,249 $3,964,667 $84,292,552 10.37%
============ =========== ========== ===========
</TABLE>
* Includes transfers between funds.
** Excludes dividends and interest receivable.
12
<PAGE> 14
H. J. HEINZ COMPANY SAVER PLAN
Notes to Financial Statements (Continued)
(8) PLAN AMENDMENTS:
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 relax
restrictions on Plan withdrawals for disabled participants, and to
eliminate the three month participation penalty for employees who suspend
contributions to 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 in order to avoid any "Y2K" problems. Payments due to participants
as of December 31, 1998 were $531,503. 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.
13
<PAGE> 15
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.
14
