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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended April 27, 1994
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number 1-3385
H. J. HEINZ COMPANY
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-0542520
(State of Incorporation) (I.R.S. Employer Identification No.)
600 Grant Street, Pittsburgh, Pennsylvania 15219
(Address of principal executive offices) (Zip Code)
412-456-5700
(Registrant's telephone number)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Common Stock, par value $.25 per share New York Stock Exchange;
Pacific Stock Exchange
Third Cumulative Preferred Stock,
$1.70 First Series, par value $10 per share New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None.
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_ No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of June 30, 1994, the aggregate market value of the Registrant's voting
stock held by non-affiliates of the Registrant was approximately $7,322,326,211.
The number of shares of the Registrant's Common Stock, par value $.25 per
share, outstanding as of June 30, 1994, was 247,983,070 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Annual Report to Shareholders for the fiscal year
ended April 27, 1994, are incorporated into Part I, Item 1; Part II, Items 5, 7
and 8; and Part IV, Item 14.
Portions of Registrant's Proxy Statement for the 1994 Annual Meeting of
Shareholders are incorporated into Part III, Items 10, 11, 12 and 13.
PART I
Item 1. Business.
H. J. Heinz Company was incorporated in Pennsylvania on July 27, 1900. In
1905 it succeeded to the business of a partnership operating under the same name
which had developed from a food business founded in 1869 at Sharpsburg,
Pennsylvania by Henry J. Heinz. H. J. Heinz Company and its consolidated
subsidiaries (collectively, the "Company" or the "Registrant" unless the context
indicates otherwise) manufacture and market an extensive line of processed food
products throughout the world. The Company's products include ketchup, tuna and
other seafood products, pet food, baby food, frozen potato products,
lower-calorie products (frozen entrees, frozen desserts, frozen breakfasts,
dairy and other products), soup (canned and frozen), sauces/pastes, beans,
condiments and pickles, coated products, pasta, bakery products, frozen pizza
and pizza components, chicken, vegetables (frozen and canned), ice cream and ice
cream novelties, edible oils, vinegar, margarine/shortening, juices and other
processed food products. The Company operates principally in one segment of
business--processed food products--which represents more than 90% of
consolidated sales. The Company also operates and franchises weight control
classes and operates other related programs and activities. The Company intends
to continue to engage principally in the business of manufacturing and marketing
processed food products and the ingredients for food products.
The Company's products are manufactured and packaged to provide safe,
stable, wholesome foods which are used directly by consumers and foodservice and
institutional customers. Many products are prepared from recipes developed in
the Company's research laboratories and experimental kitchens. Ingredients are
carefully selected, washed, trimmed, inspected and passed on to modern factory
kitchens where they are processed, after which the finished product is filled
automatically into containers of glass, metal, plastic, paper or fiberboard
which are then closed, processed, labeled and cased for market. Finished
products are processed by sterilization, chilling, freezing, pickling, drying,
baking or extruding. Certain finished products and seasonal raw materials are
aseptically packed into sterile containers after in-line sterilization.
The Company has three classes of similar products, each of which has
accounted for 10% or more of consolidated sales in one or more of the prior
three fiscal years listed below. The following table shows sales, as a
percentage of consolidated sales, for each of these classes of similar products
for each of the last three fiscal years.
1994 1993 1992
---- ---- ----
Ketchup, sauces and other condiments.................................. 19% 18% 19%
Tuna and other seafood products....................................... 10 10 10
Baby food............................................................. 9 10 10
All other classes of products, none of which accounts
for 10% or more of consolidated sales............................... 62 62 61
--- --- ---
100% 100% 100%
The Company manufactures its products from a wide variety of raw foods.
Pre-season contracts are made with farmers for a substantial portion of raw
materials such as tomatoes, cucumbers, potatoes, onions and some other fruits
and vegetables. Dairy products, meat, sugar, spices, flour and other fruits and
vegetables are purchased on the open market.
Tuna is obtained through direct negotiations with tuna vessel owners,
negotiated contracts directly with the owners or through the owners'
cooperatives and by bid-and-ask transactions. In some instances, in order to
insure the continued availability of adequate supplies of tuna, the Company
assists, directly or indirectly, in financing the acquisition and operation of
fishing vessels. The provision of such assistance is not expected to affect
materially the operations of the Company. The Company also engages in the tuna
fishing business through wholly and partially owned subsidiaries.
The Marine Mammal Protection Act of 1972, as amended (the "Act"), and
regulations thereunder (the "Regulations") regulate the incidental taking of
dolphin in the course of fishing for yellowfin tuna in the eastern tropical
Pacific Ocean, where a portion of the Company's light-meat tuna is caught. In
1990, the Company voluntarily adopted a worldwide policy of refusal to purchase
tuna caught in the eastern tropical
2
Pacific Ocean through the intentional encirclement of dolphin by purse seine
nets and reaffirmed its policy of not purchasing tuna caught anywhere using gill
nets or drift nets. Also in 1990, the Dolphin Protection Consumer Information
Act (the "Dolphin Information Act") was enacted which regulates the labeling of
tuna products as "dolphin safe" and bans the importation of tuna caught using
high seas drift nets. "Dolphin Safe" labels appear on the Company's StarKist
tuna products in grocery stores throughout the United States. The Act was
amended in 1992 to further regulate tuna fishing methods which involve marine
mammals. Compliance with the Act, the Regulations, the Dolphin Information Act,
the Company's voluntary policy, and the 1992 amendments has not had, and is not
expected to have, a material adverse effect on the Company's operations.
In recent years, the supply of raw tuna has been variable causing a
fluctuation in raw fish prices; however, such variation in supply has not
affected materially, nor is it expected to affect materially, the Company's
operations.
The Company has participated in the development of certain of its food
processing equipment, some of which is patented. The Company regards these
patents as important but does not consider any one or group of them to be
materially important to its business as a whole.
The Company's products are widely distributed around the world. Many of the
Company's products are marketed under the "Heinz" trademark, principally in the
United States, Canada, the United Kingdom, other western European countries,
Australia, Venezuela, Japan, the People's Republic of China, the Republic of
Korea and Thailand. Other important trademarks include "Star-Kist" for tuna
products, "9-Lives", "Amore" and "Kozy Kitten" for cat foods, "Ore-Ida" for
frozen potato and onion products, "Skippy Premium", "Recipe", "Reward" and
"Vets" for dog food, "Jerky Treats" and "Meaty Bones" for dog snacks, "Bagel
Bites" for pizza snack products, "Moore's" for coated vegetables and "Domani"
for frozen pasta products, all of which are marketed in the United States. "Chef
Francisco" is used for frozen soups and "Omstead" is used for frozen vegetables,
frozen coated products and frozen fish products, both of which are marketed in
the United States and Canada. "Plasmon", "Nipiol" and "Dieterba" are used for
baby food products, "Misura" for dietetic products for adults, "Ortobuono" for
pickled vegetables and fruit in syrup, "Mare D'Oro" for seafood and "Mr. Foody"
for table and kitchen sauces, all of which are mainly marketed in Italy. "Petit
Navire" is used for tuna and mackerel products, "Marie Elisabeth" for sardines
and tuna and "Orlando" and "Guloso" for tomato products, all of which are
marketed in various European countries. "Wattie's" is used for various grocery
products and frozen foods, "Tip Top" for ice cream and frozen desserts and
"Tegel" for poultry products, all of which are marketed in New Zealand,
Australia and the Asia/Pacific region. "Weight Watchers" is used in numerous
countries in conjunction with owned and franchised weight control classes,
programs, related activities and certain food products. The Company also markets
certain products under other trademarks and brand names and under private
labels.
Although crops constituting some of the Company's raw food ingredients are
harvested on a seasonal basis, most of the Company's products are produced
throughout the year. Seasonal factors inherent in the business have always
influenced the quarterly sales and net income of the Company. Consequently,
comparisons between quarters have always been more meaningful when made between
the same quarters of different years.
The products of the Company are sold under highly competitive conditions,
with many large and small competitors. The Company regards its principal
competition to be other manufacturers of processed foods, including branded,
retail products, foodservice products and private label products, that compete
with the Company for consumer preference, distribution, shelf space and
merchandising support. Product quality and consumer value are important areas of
competition. The Company's Weight Watchers International, Inc. subsidiary also
competes with a wide variety of weight control programs.
The Company's products are sold through its own sales force and through
independent brokers and agents to chain, wholesale, cooperative and independent
grocery accounts, to foodservice distributors and to institutions, including
hotels, restaurants and certain government agencies. The Company is not
dependent on any single customer or a few customers for a material part of its
sales.
Compliance with the provisions of national, state and local environmental
laws and regulations has not had a material effect upon the capital
expenditures, earnings or competitive position of the Company. The Company's
estimated capital expenditures for environmental control facilities for the
remainder of fiscal
3
year 1995 and the succeeding fiscal year are not material and will not
materially affect either the earnings or competitive position of the Company.
The Company's factories are subject to inspections by various governmental
agencies, and its products must comply with the applicable laws, including food
and drug laws, of the jurisdictions in which they are manufactured and marketed.
The Company employed, on a full-time basis as of April 27, 1994,
approximately 35,700 persons around the world.
Financial segment information by major geographic area for the most recent
three fiscal years is set forth on page 38 of the Company's Annual Report to
Shareholders for the fiscal year ended April 27, 1994. Such information is
incorporated herein by reference.
Income from international operations is subject to fluctuation in currency
values, export and import restrictions, foreign ownership restrictions, economic
controls and other factors. From time to time exchange restrictions imposed by
various countries have restricted the transfer of funds between countries and
between the Company and its subsidiaries. To date such exchange restrictions
have not had a material adverse effect on the Company's international
operations.
Item 2. Properties.
The Company has 44 food processing plants in the United States and its
possessions, of which 39 are owned and five are leased, as well as 44 food
processing plants in foreign countries, of which 39 are owned and five are
leased, including six in Canada, six in New Zealand, four in Australia, four in
the United Kingdom, three in Italy, three in Spain, two in Greece, two in
Portugal, two in Zimbabwe, two in Botswana, one in France, one in Ireland, one
in The Netherlands, one in Venezuela, one in Japan, one in the People's Republic
of China, one in Ghana, one in the Republic of Korea, one in Thailand and one in
Ecuador. The Company also leases one can-making factory in the United States.
The Company and certain of its subsidiaries also own or lease office space,
warehouses and research facilities. The Company's food processing plants and
principal properties are in good condition and are satisfactory for the purposes
for which they are being utilized.
Item 3. Legal Proceedings.
On December 31, 1992, a food wholesale distributor filed suit in Federal
District Court in Newark, New Jersey against the Company and its two principal
competitors in the United States baby food industry. Subsequent to that date,
several similar lawsuits have been filed in the same court. The complaints, each
of which seeks an injunction and unspecified treble money damages, allege a
conspiracy to fix, maintain and stabilize the prices of baby food. All of the
above actions have been consolidated and styled In Re Baby Food Antitrust
Litigation, No. 92-5495 (NHP) and are pending in the Federal District Court in
Newark, New Jersey. In September 1993, the court authorized class certification
providing that the case will proceed as a class action. In addition, an action
has been filed in state court in San Francisco under California state law
against the Company and its two principal competitors. An action filed in
Alabama state court relating to the same matters has been stayed pending a
decision in the New Jersey case. The plaintiffs in the California and Alabama
actions seek to represent a class of indirect purchasers of baby food in the
respective states. The Company believes all of the suits are without merit and
will defend itself vigorously against them.
On June 29, 1994, pursuant to an agreement with the United States Attorney
for the District of Oregon, which was approved by the Federal District Court in
Oregon, the Federal District Court imposed a $1,000,000 fine on the Company's
Ore-Ida Foods, Inc. subsidiary ("Ore-Ida") and placed Ore-Ida on probation for
three years. The agreement permits Ore-Ida to invest $750,000 of the fine in
additional wastewater treatment processes. The agreement concerns violations of
Ore-Ida's NPDES permit at its Ontario, Oregon plant during a period from March
1988 through March 1990 which were reported previously in the Company's Annual
Report on Form 10-K for the fiscal year ended April 28, 1993.
Item 4. Submission of Matters to a Vote of Security Holders
The Company has not submitted any matters to a vote of security holders
since the last annual meeting of shareholders on September 8, 1993.
4
Executive Officers of the Registrant
The following is a list of the names and ages of all of the executive
officers of the Company indicating all positions and offices with the Company
held by each such person and each such person's principal occupations or
employment during the past five years. All the executive officers have been
elected to serve until the next annual election of officers or until their
successors are elected, or until their earlier resignation or removal. The
annual election of officers is scheduled to occur on September 13, 1994.
Positions and Offices Held with the Company and
Age (as of Principal Occupations or
Name September 13, 1994) Employment During Past Five Years
---- ------------------- ---------------------------------
Anthony J. F. O'Reilly 58 Chairman of the Board since March 11, 1987 and President and Chief
Executive Officer since July 1, 1979.
Joseph J. Bogdanovich 82 Vice Chairman of the Board since September 7, 1988; also in charge
of Heinz Japan Ltd. since June 20, 1973 and Chairman of the Board
of Star-Kist Foods, Inc.
David W. Sculley 48 Senior Vice President in charge of Weight Watchers International,
Inc. since June 1, 1989, Weight Watchers Food Company since July
1, 1991, and Heinz Bakery Products Division and Ore-Ida Foods,
Inc. since January 1, 1992; from June 1, 1989 to December 31,
1991, in charge of H. J. Heinz Company of Canada Ltd.; also until
January 31, 1992, in charge of Heinz companies in Africa,
Australia, the People's Republic of China, the Republic of Korea
and Thailand.
Lawrence J. McCabe 59 Senior Vice President-General Counsel since June 12, 1991; Vice
President-General Counsel from October 1, 1990 to June 11, 1991;
Vice President-Associate General Counsel from July 1, 1982 through
September 30, 1990.
David R. Williams 51 Senior Vice President-Finance and Chief Financial Officer since
August 1, 1992; Vice President-Finance and Chief Financial Officer
from February, 1, 1992 to July 31, 1992; Vice President and
Corporate Controller from August 1, 1988 until January 31, 1992.
Luigi Ribolla 57 Senior Vice President in charge of all Heinz affiliates in Europe,
Cairo Foods Industries SAE in Egypt and Heinz development
activities in Russia, Eastern Europe, the Middle East and North
Africa since August 1, 1992; Director of Heinz Mediterranean Area
from 1988 to July 31, 1992.
William R. Johnson 45 Senior Vice President in charge of Star-Kist Foods, Inc. and Heinz
operations in the Asia Pacific area since September 8, 1993;
President and Chief Executive Officer of Star-Kist Foods, Inc.
since May 1, 1992 and President and Chief Executive Officer of
Heinz Pet Products Company since November 1, 1988.
William C. Springer 54 Senior Vice President in charge of Heinz North America, Heinz
Service Company and Heinz operations in Latin America since
September 8, 1993; President of Heinz North America since June 1,
1992 and President and Chief Executive Officer of Heinz U.S.A.
Division since May 1, 1989.
J. Wray Connolly, formerly Senior Vice President and a director, retired
from the Company on December 1, 1993.
5
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Information relating to the Company's common stock is set forth on page 37
under the caption "Stock Market Information" and on page 52 in Note 12,
"Quarterly Results (Unaudited)," of the Company's Annual Report to Shareholders
for the fiscal year ended April 27, 1994. Such information is incorporated
herein by reference.
Item 6. Selected Financial Data.
The following table presents selected consolidated financial data for the
Company and its subsidiaries for each of the five fiscal years 1990 through
1994. All amounts are in thousands except per share data.
Fiscal year ended
-------------------------------------------------------------------
April 27, April 28, April 29, May 1, May 2,
1994 1993 1992 1991 1990
(52 Weeks) (52 Weeks) (52 Weeks) (52 Weeks) (52 Weeks)
---------- ---------- ---------- ---------- ----------
Sales............................................ $ 7,046,738 $ 7,103,374 $ 6,581,867 $ 6,647,118 $ 6,085,687
Interest expense................................. 149,243 146,491 134,948 137,592 108,542
Income before cumulative
effect of accounting change.................... 602,944 529,943 638,295 567,999 504,451
Net income....................................... 602,944 396,313 638,295 567,999 504,451
Income before cumulative effect of accounting
change per common share........................ 2.35 2.04 2.40 2.13 1.90
Net income per common share...................... 2.35 1.53 2.40 2.13 1.90
Short-term debt and current portion
of long-term debt.............................. 439,701 1,604,355 1,724,095 509,757 381,379
Long-term debt, exclusive of
current portion................................ 1,727,002 1,009,381 178,388 716,937 875,228
Total assets..................................... 6,381,146 6,821,321 5,931,901 4,935,382 4,487,451
Cash dividends per common share.................. 1.29 1.17 1.05 .93 .81
Results recorded in 1994 include gains from the sale of the confectionery
business of Heinz Italy and the sale of Heinz U.S.A.'s Near East specialty rice
business. See Note 3 to the Consolidated Financial Statements on page 45 of the
Company's Annual Report to Shareholders for the fiscal year ended April 27,
1994.
During 1993, the Company adopted the provisions of FAS No. 106 and elected
immediate recognition of the cumulative effect. See Note 11 to the Consolidated
Financial Statements on page 51 of the Company's Annual Report to Shareholders
for the fiscal year ended April 27, 1994.
Net income and net income per share for 1993 and 1992 include restructuring
charges. See Note 4 to the Consolidated Financial Statements on page 45 of the
Company's Annual Report to Shareholders for the fiscal year ended April 27,
1994.
Results recorded in 1992 also include a gain on the sale of The Hubinger
Company. See Note 3 to the Consolidated Financial Statements on page 45 of the
Company's Annual Report to Shareholders for the fiscal year ended April 27,
1994.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
This information is set forth in the Management's Discussion and Analysis
section on pages 32 through 37 of the Company's Annual Report to Shareholders
for the fiscal year ended April 27, 1994. Such information is incorporated
herein by reference.
Item 8. Financial Statements and Supplementary Data.
The Consolidated Balance Sheets of the Company and its subsidiaries as of
April 27, 1994 and April 28, 1993 and the related Consolidated Statements of
Income, Retained Earnings and Cash Flows for the fiscal years ended April 27,
1994, April 28, 1993 and April 29, 1992, together with the related Notes to
Consolidated Financial Statements, included in the Company's Annual Report to
Shareholders for the fiscal year ended April 27, 1994, are incorporated herein
by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
There is nothing to be reported under this item.
6
PART III
Item 10. Directors and Executive Officers of the Registrant.
Information relating to the Directors of the Company is set forth under the
captions "Information Regarding Nominees for Election of Directors" and
"Additional Information--Director and Officer Securities Reports" in the
Company's definitive Proxy Statement in connection with the Annual Meeting of
Shareholders to be held September 13, 1994. Such information is incorporated
herein by reference. Information relating to the executive officers of the
Company is set forth under the caption "Executive Officers of the Registrant" in
Part I above.
Item 11. Executive Compensation.
Information relating to executive compensation is set forth under the
caption "Executive Compensation" in the Company's definitive Proxy Statement in
connection with its Annual Meeting of Shareholders to be held September 13,
1994. Such information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Information relating to the ownership of equity securities of the Company
by certain beneficial owners and management is set forth under the captions
"Security Ownership of Certain Beneficial Owners" and "Security Ownership of
Management" in the Company's definitive Proxy Statement in connection with its
Annual Meeting of Shareholders to be held September 13, 1994. Such information
is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
Information relating to certain relationships with a beneficial shareholder
and certain related transactions is set forth under the caption "Additional
Information--Transactions with Beneficial Shareholders" in the Company's
definitive Proxy Statement in connection with its Annual Meeting of Shareholders
to be held September 13, 1994. Such information is incorporated herein by
reference.
7
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) (1) The following financial statements and report included in the
Company's Annual Report to Shareholders for the fiscal year ended
April 27, 1994 are incorporated herein by reference:
Consolidated Balance Sheets as of April 27, 1994 and April 28, 1993
Consolidated Statements of Income for the fiscal years ended April
27, 1994, April 28, 1993 and April 29, 1992
Consolidated Statements of Retained Earnings for the fiscal years
ended April 27, 1994, April 28, 1993 and April 29, 1992
Consolidated Statements of Cash Flows for the fiscal years ended
April 27, 1994, April 28, 1993 and April 29, 1992
Notes to Consolidated Financial Statements
Independent Accountants' Report of Coopers & Lybrand dated June 14,
1994, on the Company's consolidated financial statements for the
fiscal years ended April 27, 1994, April 28, 1993 and April 29, 1992
(2) The following report and schedules are filed herewith as a part
hereof:
Independent Accountants' Report of Coopers & Lybrand dated June 14,
1994, on the Company's consolidated financial statement schedules
filed as a part hereof for the fiscal years ended April 27, 1994,
April 28, 1993 and April 29, 1992 and related consent dated July 25,
1994.
Schedules II, V, VI, VIII, IX and X for the three fiscal years ended
April 27, 1994, April 28, 1993 and April 29, 1992 and VII as of
April 27, 1994:
Schedule
number Schedule title
------ --------------
II Amounts Receivable from Related Parties and Underwriters, Promoters, and Employees
Other than Related Parties
V Property, Plant and Equipment
VI Accumulated Depreciation of Property, Plant and Equipment
VII Guarantees of Securities of Other Issuers
VIII Valuation and Qualifying Accounts and Reserves
IX Short-Term Borrowings
X Supplementary Income Statement Information
All other schedules are omitted because they are not applicable or
the required information is included herein or is shown in the
consolidated financial statements or notes thereto incorporated
herein by reference.
(3) 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 numbers correspond to the exhibit numbers
designated in Item 601 of Regulation S-K.
3(i) The Company's Articles of Amendment dated July 13, 1994,
amending and restating the Company's amended and restated
Articles of Incorporation in their entirety.
3(ii) The Company's By-Laws, as amended effective July 6, 1990
are incorporated by reference to Exhibit 3(c) to the
Company's Annual Report on Form 10-K for the fiscal year
ended May 2, 1990.
4. Except as set forth below, there are no instruments with
respect to long-term debt of the Company that involve
indebtedness or securities authorized thereunder
exceeding 10 percent of the total assets of the Company
and its subsidiaries on a consolidated basis. The
Company agrees to file a copy of any instrument or
agreement defining the rights of holders of long-term
debt of the Company upon request of the Securities and
Exchange Commission.
8
(a) Form of Indenture between the Company and The First
National Bank of Chicago dated as of July 15, 1992,
is incorporated herein by reference to Exhibits 4(a)
and 4(c) to the Company's Registration Statement on
Form S-3 (Reg. No. 33-46680) and the supplements to
such Indenture are incorporated herein by reference
to the Company's Form 8-Ks dated September 21, 1992,
October 29, 1992 and January 27, 1993 relating to
the Company's $250,000,000 5-1/2% Notes due 1997,
$300,000,000 6-3/4% Notes due 1999 and $200,000,000
6-7/8% Notes due 2003, respectively.
10(a) Permit No. 408 (lease) granted by the City of Los Angeles
to Star-Kist Foods, Inc. dated September 6, 1979 for
premises located at Terminal Island, California is
incorporated herein by reference to Exhibit 10(e) to the
Company's Annual Report on Form 10-K for the fiscal year
ended April 29, 1981.
(b) Lease of Land in American Samoa, dated as of September
17, 1983, by and between the American Samoa Government
and Star-Kist Samoa, Inc. is incorporated herein by
reference to Exhibit 10(m) to the Company's Annual Report
on Form 10-K for the fiscal year ended May 2, 1984.
(c) Management contracts and compensatory plans:
(i) Management Incentive Plan, as amended, is
incorporated herein by reference to Exhibit
10(a) to the Company's Annual Report on Form
10-K for the fiscal year ended April 30, 1986
(ii) Long-Term Incentive Plan for senior executives,
as amended, is incorporated herein by reference
to Appendix B to the Company's Definitive Proxy
Statement dated August 3, 1990
(iii) 1986 Deferred Compensation Program for H. J.
Heinz Company and affiliated companies is
incorporated herein by reference to Exhibit
10(p) to the Company's Annual Report on Form
10-K for the fiscal year ended April 30, 1986
(iv) Executive Employment Agreement dated as of
March 14, 1990 between the Company and A. J. F.
O'Reilly is incorporated herein by reference
to Exhibit 10(k) to the Company's Annual Report
on Form 10-K for the fiscal year ended May 2,
1990
(v) H. J. Heinz Company's 1982 Stock Option Plan,
as amended, is incorporated herein by reference
to Exhibit 10(m) to the Company's Annual Report
on Form 10-K for the fiscal year ended May 2,
1990
(vi) H. J. Heinz Company's 1984 Stock Option Plan,
as amended, is incorporated herein by reference
to Exhibit 10(n) to the Company's Annual Report
on Form 10-K for the fiscal year ended May 2,
1990
(vii) H. J. Heinz Company's 1987 Stock Option Plan,
as amended, is incorporated herein by reference
to Exhibit 10(o) to the Company's Annual Report
on Form 10-K for the fiscal year ended May 2,
1990
(viii) H. J. Heinz Company's 1990 Stock Option Plan is
incorporated herein by reference to Appendix A
to the Company's Definitive Proxy Statement
dated August 3, 1990
(ix) H. J. Heinz Company Supplemental Executive
Retirement Plan, as amended, is incorporated by
reference to Exhibit 10(c)(ix) to the Company's
Annual Report on Form 10-K for the fiscal year
ended April 28, 1993
(x) H. J. Heinz Company Executive Deferred
Compensation Plan
11. Computation of net income per share.
13. Pages 32 through 54 of the H. J. Heinz Company Annual
Report to Shareholders for the fiscal year ended April 27,
1994, portions of which are incorporated herein by
reference. Those portions of the Annual Report to
Shareholders that are not incorporated herein by reference
shall not be deemed to be filed as a part of this Report.
21. Subsidiaries of the Registrant
9
23. The following Exhibit is filed by incorporation by
reference to Item 14(a)(2) of this Report:
(a) Consent of Coopers & Lybrand.
24. Powers-of-attorney of the Company's directors.
Copies of the exhibits listed above will be furnished upon request
to holders or beneficial holders of any class of the Company's
stock, subject to payment in advance of the cost of reproducing the
exhibits requested.
(b) There have been no reports filed on Form 8-K during the last
fiscal quarter of the period covered by this Report.
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on July 26, 1994.
H. J. HEINZ COMPANY
(Registrant)
/s/ DAVID R. WILLIAMS
By....................................................
David R. Williams
Senior Vice President-Finance
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated, on July 26, 1994.
Signature Capacity
--------- --------
/s/ ANTHONY J. F. O'REILLY
......................................... Chairman of the Board,
Anthony J. F. O'Reilly President and Chief Executive Officer
(Principal Executive Officer)
/s/ DAVID R. WILLIAMS
......................................... Senior Vice President-Finance
David R. Williams and Chief Financial Officer
(Principal Financial Officer)
/s/ TRACY E. QUINN
......................................... Corporate Controller
Tracy E. Quinn (Principal Accounting Officer)
Anthony J. F. O'Reilly Director
Joseph J. Bogdanovich Director
Nicholas F. Brady Director
Richard M. Cyert Director
Edith E. Holiday Director
Samuel C. Johnson Director
William R. Johnson Director
Donald R. Keough Director /s/ LAWRENCE J. McCABE
Albert Lippert Director By..............................
Lawrence J. McCabe Director Lawrence J. McCabe
Luigi Ribolla Director Director and Attorney-in-Fact
Herman J. Schmidt Director
David W. Sculley Director
Eleanor B. Sheldon Director
William P. Snyder III Director
William C. Springer Director
S. Donald Wiley Director
David R. Williams Director
11
INDEPENDENT ACCOUNTANTS' REPORT
The Shareholders
H. J. Heinz Company:
Our report on the consolidated financial statements of H. J. Heinz Company
and subsidiaries has been incorporated by reference in this Annual Report on
Form 10-K from the Company's Annual Report to Shareholders for the fiscal year
ended April 27, 1994 and appears on page 54 therein. In connection with our
audits of such financial statements, we have also audited the related financial
statement schedules listed in Item 14(a) of this Annual Report on Form 10-K.
In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.
COOPERS & LYBRAND
Pittsburgh, PA
June 14, 1994
------------------------------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statements
of H. J. Heinz Company on Form S-8 (Registration Nos. 2-51719, 2-45120, 2-79306,
33-00390, 33-19639, 33-32563, 33-42015 and 33-44540) of our reports dated June
14, 1994, on our audits of the consolidated financial statements and financial
statement schedules of H. J. Heinz Company and subsidiaries as of April 27, 1994
and April 28, 1993 and for the fiscal years ended April 27, 1994, April 28, 1993
and April 29, 1992, which reports are included or incorporated by reference in
this Annual Report on Form 10-K.
COOPERS & LYBRAND
Pittsburgh, PA
July 25, 1994
12
Schedule II
H. J. Heinz Company and Subsidiaries
AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTORS AND EMPLOYEES OTHER THAN RELATED PARTIES
Fiscal Years Ended April 27, 1994, April 28, 1993 and April 29, 1992
(Thousands of Dollars)
Deductions
--------------------
Balance at Amounts Balance at end of period
beginning Amounts written Translation ------------------------
Description of period Additions collected off adjustment Current Not Current
----------- --------- --------- --------- --- ---------- ------- -----------
Fiscal year ended
April 27, 1994:
J. Crawshaw(1)............... $615 $ 78 $ 61 $ -- $ (42) $590 $ --
R.F. Brady(2)................ 195 14 -- -- -- -- 209
T. Ward(3)................... 225 51 8 -- -- -- 268
D.E.I. Smyth(4).............. -- 600 600 -- -- -- --
N. Fielke(5)................. -- 354 -- -- -- 354 --
Fiscal year ended
April 28, 1993:
J. Crawshaw(1)............... $683 $ -- $ 24 $ -- $ (44) $615 $ --
R.F. Brady(2)................ 165 37 -- -- (7) -- 195
T. Ward(3)................... 173 64 6 -- (6) -- 225
Fiscal year ended
April 29, 1992:
J. Crawshaw(1)............... $ 87 $620 $ -- $ -- $ (24) $683 $ --
R.F. Brady(2)................ 94 77 -- -- (6) -- 165
T. Ward(3)................... 134 45 -- -- (6) -- 173
NOTES:
(1) Represents an unsecured non-interest bearing demand note related to the
purchase of a residence. The loan is expected to be repaid upon the sale of
the employee's previous residence.
(2) Represents a loan secured by certain employee benefit plan balances
carrying an interest rate tied to the current Australian Fringe Benefit
Rate (currently 7.25% per annum). The loan is related to the purchase of a
residence and is payable upon the employee's termination from the Company.
(3) Represents a loan secured by certain employee benefit plan balances
carrying an interest rate tied to the current Australian Fringe Benefit
Rate (currently 7.25% per annum). The loan is related to the purchase of a
residence and is payable upon the employee's termination from the Company.
(4) Represents a non-interest bearing loan secured by real property, which was
related to the purchase of a residence. The loan was repaid in full during
fiscal 1994.
(5) Represents an unsecured interest bearing loan related to the purchase of a
residence which is due in September 1994. The interest rate is tied to the
current Australian Fringe Benefit Rate (currently 7.25% per annum).
Schedule V
H. J. Heinz Company and Subsidiaries
PROPERTY, PLANT AND EQUIPMENT
Fiscal Years Ended April 27, 1994, April 28, 1993 and April 29, 1992
(Thousands of Dollars)
Balance at Other Balance at
beginning Additions Translation changes end of
Classification of period at cost Retirements adjustment add (deduct) period
-------------- --------- ------- ----------- ---------- ------------ ------
Fiscal year ended
April 27, 1994:
Land.......................... $ 51,438 $ 268 $ 351 $ (290) $ (264)(1) $ 50,801
Buildings and leasehold
improvements................ 732,488 31,260 5,641 (12,961) (54,663)(1) 690,483
Equipment, furniture
and other................... 2,544,425 243,524 41,298 (56,529) 11,534(1) 2,701,656
---------- -------- ------- -------- -------- ----------
$3,328,351 $275,052 $47,290 $ (69,780) $(43,393) $3,442,940
========== ======== ======= ========= ======== ==========
Fiscal year ended
April 28, 1993:
Land.......................... $ 44,988 $ 451 $ 1,384 $ (648) $ 8,031(2) $ 51,438
Buildings and leasehold
improvements................ 655,323 83,531 6,698 (23,119) 23,451(2) 732,488
Equipment, furniture
and other................... 2,279,471 346,731 50,469 (101,592) 70,284(2) 2,544,425
---------- -------- ------- --------- -------- ----------
$2,979,782 $430,713 $58,551 $(125,359) $101,766 $3,328,351
========== ======== ======= ========= ======== ==========
Fiscal year ended
April 29, 1992:
Land.......................... $ 39,918 $ 1,455 $ 100 $ (815) $ 4,530(3) $ 44,988
Buildings and leasehold
improvements................ 529,041 114,115 3,846 966 15,047(3) 655,323
Equipment, furniture
and other................... 2,195,511 215,573 65,977 15,508 (81,144)(3) 2,279,471
---------- -------- ------- --------- -------- ----------
$2,764,470 $331,143 $69,923 $ 15,659 $(61,567) $2,979,782
========== ======== ======= ========= ======== ==========
NOTES:
(1) Includes opening balances of acquisitions, primarily the assets of the Food
Service Products Company (Moore's and Domani), and transfers among
accounts. Additionally, includes balances of divested businesses, the Near
East specialty rice business, the confectionery business of Heinz Italy,
the Chico-San rice cake business and certain other small businesses, and
includes amortization charged to income of $6,359 for buildings and
leasehold improvements and $2,505 for equipment, furniture and other.
(2) Includes opening balances of acquisitions, including assets of Wattie's
Limited, Canadian Pizza Company, Sonrissa and Arimpex. Additionally,
includes balances of divested company, BMJ Foods - P.R. - Inc. and includes
amortization charged to income of $5,823 for buildings and leasehold
improvements and $2,348 for equipment, furniture and other.
(3) Includes opening balances of acquisitions, including assets of JLFoods,
Continental Delights, Inc., Escalon Packers, Inc., Sausville Foods, Inc.
and certain Weight Watchers franchises. Additionally, includes balances of
divested companies, The Hubinger Company and Somycel, S.A. and includes
amortization charged to income of $5,902 for buildings and leasehold
improvements and $2,723 for equipment, furniture and other.
For financial reporting purposes, depreciation is primarily provided on the
straight-line method over the estimated useful lives of the assets, not
exceeding 50 years.
Schedule VI
H. J. Heinz Company and Subsidiaries
ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
Fiscal Years Ended April 27, 1994, April 28, 1993 and April 29, 1992
(Thousands of Dollars)
Additions Other
Balance at charged to changes Balance at
beginning costs and Translation add end of
Description of period expenses Retirements adjustment (deduct) period
----------- --------- -------- ----------- ---------- -------- ------
Fiscal year ended
April 27, 1994:
Buildings..................... $ 167,822 $ 16,930 $ 581 $ (2,972) $ (4,686)(1) $ 176,513
Equipment, furniture
and other................... 998,318 174,145 30,874 (21,198) (21,691)(1) 1,098,700
---------- -------- ------- -------- --------- ----------
$1,166,140 $191,075 $31,455 $(24,170) $(26,377) $1,275,213
========== ======== ======= ======== ======== ==========
Fiscal year ended
April 28, 1993:
Buildings..................... $ 158,872 $ 15,626 $ 2,090 $ (4,787) $ 201 (1) $ 167,822
Equipment, furniture
and other................... 908,801 161,630 34,739 (37,183) (191)(1) 998,318
---------- -------- ------- --------- --------- ----------
$1,067,673 $177,256 $36,829 $(41,970) $ 10 $1,166,140
========== ======== ======= ======== ========= ==========
Fiscal year ended
April 29, 1992:
Buildings..................... $ 155,340 $ 14,512 $ 1,096 $ 432 $ (10,316)(1) $ 158,872
Equipment, furniture
and other................... 886,389 146,973 35,417 3,159 (92,303)(1) 908,801
---------- -------- ------- ---------- --------- ----------
$1,041,729 $161,485 $36,513 $ 3,591 $(102,619) $1,067,673
========== ======== ======= ========== ========= ==========
NOTES:
(1) Includes divestitures.
Schedule VII
H. J. Heinz Company and Subsidiaries
GUARANTEES OF SECURITIES OF OTHER ISSUERS
April 27, 1994
(Thousands of Dollars)
Name of issuer of
securities guaranteed Title of issue Total amount
by person for of each class guaranteed
which statement of securities and Nature of
is filed guaranteed outstanding(1) guarantee
-------- ---------- -------------- ---------
Guarantees by Registrant and certain
of its consolidated subsidiaries of:
Unconsolidated subsidiaries (2) Mortgages and loans $ 1,212 Principal
and
interest
Equity interests Bank loans 2,522
Other entities (3) Mortgages and
promissory notes 21,561
-------
$25,295
=======
NOTES:
(1) The Registrant does not own any of the securities guaranteed, nor are any
such securities held in the treasury of the issuer of such securities.
There are no defaults by issuer of securities guaranteed in principal,
interest, sinking fund or redemption provisions, or payment of dividends.
(2) Interest on the guarantees of unconsolidated subsidiaries and other
entities is at varying rates.
(3) The securities issued by other entities and guaranteed by the Registrant
include $12.8 million of secured promissory notes of Nu-BMJ Inc., which
Nu-BMJ Inc. issued in connection with its purchase of the Registrant's BMJ
Foods subsidiary.
Schedule VIII
H. J. Heinz Company and Subsidiaries
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
Fiscal Years Ended April 27, 1994, April 28, 1993 and April 29, 1992
(Thousands of Dollars)
Additions
-----------------------
Balance at Charged to Charged Balance at
beginning costs and to other end of
Description of period expenses accounts Deductions period
----------- --------- -------- -------- ---------- ------
Fiscal year ended April 27, 1994:
Reserves deducted in the balance sheet from the
assets to which
they apply:
Receivables............................... $ 16,299 $ 4,535 $ -- $ 5,427(1) $ 15,407
======== ======== ======= ======= ========
Investments, advances and
other assets............................ $ 20,165 $ -- $ -- $ 324 $ 19,841
======== ======== ======= ======= ========
Goodwill.................................. $115,631 $ 30,275 $ -- $18,198(1) $127,708
======== ======== ======= ======= ========
Other intangibles......................... $ 72,673 $ 17,396 $ -- $ 4,207(1) $ 85,862
======== ======== ======= ======= ========
Deferred tax assets (2)................... $ 85,071 $ 4,655 $ -- $60,838 $ 28,888
======== ======== ======= ======= ========
Fiscal year ended April 28, 1993:
Reserves deducted in the balance sheet from the
assets to which
they apply:
Receivables............................... $ 15,390 $ 4,018 $ 1,976 $ 5,085(1) $ 16,299
======== ======== ======= ======== ========
Investments, advances and
other assets............................ $ 20,554 $ 298 $ -- $ 687 $ 20,165
======== ======== ======= ======== ========
Goodwill.................................. $ 88,892 $ 29,845 $ -- $ 3,106 $115,631
======== ======== ======= ======== ========
Other intangibles......................... $ 63,197 $ 16,382 $ -- $ 6,906(1) $ 72,673
======== ======== ======= ======== ========
Deferred tax assets (3)................... $139,976 $ 5,025 $ -- $ 59,930 $ 85,071
======== ======== ======= ======== ========
Fiscal year ended April 29, 1992:
Reserves deducted in the balance sheet from the
assets to which
they apply:
Receivables............................... $ 11,563 $ 5,345 $ 91 $ 1,609(1) $ 15,390
======== ======== ======= ======== ========
Investments, advances and
other assets............................ $ 25,424 $ 3,945 $ -- $ 8,815(1) $ 20,554
======== ======== ======= ======== ========
Goodwill.................................. $ 67,553 $ 22,992 $ -- $ 1,653(1) $ 88,892
======== ======== ======= ======= ========
Other intangibles......................... $ 44,285 $ 19,052 $ -- $ 140 $ 63,197
======== ======== ======= ======== ========
Deferred tax assets (4)................... $ -- $139,976 $ -- $ -- $139,976
======== ======== ======= ======== ========
NOTES:
(1) Principally reserves on assets sold, written off or reclassified.
(2) The net change in the valuation allowance for deferred tax assets was a
decrease of $56.2 million. The decrease was primarily due to the
utilization of loss carryforwards ($2.8 million) and recognition of the
realizability of certain other deferred tax assets in future years ($57.3
million). An increase in the valuation allowance related to the deferred
tax asset for loss carryforwards ($4.7 million) partially offset the
decrease. See Note 5 to the Consolidated Financial Statements on pages 45
and 46 of the Company's Annual Report to Shareholders for the fiscal year
ended April 27, 1994.
(3) The net change in the valuation allowance for deferred tax assets was a
decrease of $54.9 million. The decrease was primarily due to the
utilization of loss carryforwards ($5.3 million), amortization of asset
revaluations ($10.7 million) and recognition of the realizability of
certain other deferred tax assets in future years ($41.8 million). An
increase in the valuation allowance related to the deferred tax asset for
loss carryforwards ($5.0 million) partially offset the decrease. See Note 5
to the Consolidated Financial Statements on pages 45 and 46 of the
Company's Annual Report to Shareholders for the fiscal year ended April 27,
1994.
(4) Due to the adoption of FAS No. 109. See Note 5 to the Consolidated
Financial Statements on pages 45 and 46 of the Company's Annual Report to
Shareholders for the fiscal year ended April 27, 1994.
Schedule IX
H. J. Heinz Company and Subsidiaries
SHORT-TERM BORROWINGS
Fiscal Years Ended April 27, 1994, April 28, 1993 and April 29, 1992
(Thousands of Dollars)
Fiscal Year Ended
--------------------------------------
April 27, April 28, April 29,
1994 1993 1992
---- ---- ----
Commercial paper.............................................................. $ 257,202 $1,294,705 $1,236,383
Bank and other borrowings..................................................... 159,170 275,757 371,942
---------- ---------- ---------
Short-term borrowings......................................................... $ 416,372 $1,570,462 $1,608,325
========== ========== ==========
Weighted average interest rate at end of period............................... 5.2% 4.3% 5.6%
Maximum amount outstanding during the period (a).............................. $1,506,523 $1,925,266 $1,809,328
Average amount outstanding during the period (b).............................. $1,159,960 $1,915,846 $1,439,186
Weighted average interest rate during the period (c).......................... 4.3% 4.8% 6.8%
NOTES:
(a) Represents maximum amount outstanding at any month end.
(b) Average borrowings were determined by dividing the sum of the daily
principal balances by 365.
(c) The weighted average interest rate was computed by dividing interest
expense by average short-term borrowings.
Schedule X
H. J. Heinz Company and Subsidiaries
SUPPLEMENTARY INCOME STATEMENT INFORMATION
Fiscal Years Ended April 27, 1994, April 28, 1993 and April 29, 1992
(Thousands of Dollars)
Charged to Costs and Expenses
-------------------------------
Fiscal Year Ended
--------------------------------
April 27, April 28, April 29,
Item 1994 1993 1992
---- ---- ---- ----
Maintenance and repairs..................................................... $142,944 $129,764 $135,377
======== ======== ========
Advertising (1)............................................................. $741,920 $700,126 $692,314
======== ======== ========
Depreciation and amortization expense....................................... $259,809 $234,935 $211,786
======== ======== ========
NOTES:
(1) Comprised of media, consumer promotions and cooperative advertising.
EXHIBIT INDEX
Exhibits required to be filed by Item 601 of Regulation S-K are listed below
and are filed as a part hereof. Documents not designated as being incorporated
herein by reference are filed herewith. The paragraph numbers correspond to the
exhibit numbers designated in Item 601 of Regulation S-K.
Exhibit
- -------
3(i) The Company's Articles of Amendment dated July 13, 1994, amending and
restating the Company's amended and restated Articles of Incorporation
in their entirety.
3(ii) The Company's By-Laws, as amended effective July 6, 1990 are
incorporated by reference to Exhibit 3(c) to the Company's Annual Report
on Form 10-K for the fiscal year ended May 2, 1990.
4. Except as set forth below, there are no instruments with respect to
long-term debt of the Company that involve indebtedness or securities
authorized thereunder exceeding 10 percent of the total assets of the
Company and its subsidiaries on a consolidated basis. The Company agrees
to file a copy of any instrument or agreement defining the rights of
holders of long-term debt of the Company upon request of the Securities
and Exchange Commission.
(a) Form of Indenture between the Company and The First National Bank of
Chicago dated as of July 15, 1992, is incorporated herein by
reference to Exhibits 4(a) and 4(c) to the Company's Registration
Statement on Form S-3 (Reg. No. 33-46680) and the supplements to
such Indenture are incorporated herein by reference to the
Company's Form 8-Ks dated September 21, 1992, October 29, 1992 and
January 27, 1993 relating to the Company's $250,000,000 5-1/2%
Notes due 1997, $300,000,000 6-3/4% Notes due 1999 and $200,000,000
6-7/8% Notes due 2003, respectively.
10(a) Permit No. 408 (lease) granted by the City of Los Angeles to Star-Kist
Foods, Inc. dated September 6, 1979 for premises located at Terminal
Island, California is incorporated herein by reference to Exhibit 10(e)
to the Company's Annual Report on Form 10-K for the fiscal year ended
April 29, 1981.
(b) Lease of Land in American Samoa, dated as of September 17, 1983, by and
between the American Samoa Government and Star-Kist Samoa, Inc. is
incorporated herein by reference to Exhibit 10(m) to the Company's
Annual Report on Form 10-K for the fiscal year ended May 2, 1984.
(c) Management contracts and compensatory plans:
(i) Management Incentive Plan, as amended, is incorporated herein
by reference to Exhibit 10(a) to the Company's Annual Report
on Form 10-K for the fiscal year ended April 30, 1986
(ii) Long-Term Incentive Plan for senior executives, as amended, is
incorporated herein by reference to Appendix B to the Company's
Definitive Proxy Statement dated August 3, 1990
(iii) 1986 Deferred Compensation Program for H. J. Heinz Company and
affiliated companies is incorporated herein by reference to
Exhibit 10(p) to the Company's Annual Report on Form 10-K for
the fiscal year ended April 30, 1986
(iv) Executive Employment Agreement dated as of March 14, 1990
between the Company and A. J. F. O'Reilly is incorporated
herein by reference to Exhibit 10(k) to the Company's Annual
Report on Form 10-K for the fiscal year ended May 2, 1990
(v) H. J. Heinz Company's 1982 Stock Option Plan, as amended, is
incorporated herein by reference to Exhibit 10(m) to the
Company's Annual Report on Form 10-K for the fiscal year ended
May 2, 1990
(vi) H. J. Heinz Company's 1984 Stock Option Plan, as amended, is
incorporated herein by reference to Exhibit 10(n) to the
Company's Annual Report on Form 10-K for the fiscal year ended
May 2, 1990
(vii) H. J. Heinz Company's 1987 Stock Option Plan, as amended, is
incorporated herein by reference to Exhibit 10(o) to the
Company's Annual Report on Form 10-K for the fiscal year ended
May 2, 1990
Exhibit
- -------
(viii) H. J. Heinz Company's 1990 Stock Option Plan is incorporated
herein by reference to Appendix A to the Company's Definitive
Proxy Statement dated August 3, 1990
(ix) H. J. Heinz Company Supplemental Executive Retirement Plan, as
amended, is incorporated by reference to Exhibit 10(c)(ix) to
the Company's Annual Report on Form 10-K for the fiscal year
ended April 28, 1993
(x) H. J. Heinz Company Executive Deferred Compensation Plan
11. Computation of net income per share.
13. Pages 32 through 54 of the H. J. Heinz Company Annual Report to
Shareholders for the fiscal year ended April 27, 1994, portions of which
are incorporated herein by reference. Those portions of the Annual Report
to Shareholders that are not incorporated herein by reference shall not
be deemed to be filed as a part of this Report.
21. Subsidiaries of the Registrant
23. The following Exhibit is filed by incorporation by reference to Item
14(a)(2) of this Report:
(a) Consent of Coopers & Lybrand.
24. Powers-of-attorney of the Company's directors.