-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MPXR9JJUDHyChY33YIGKlZuhFECWWEZFO2102z6XD5+hRvmIFxfu8zKh0Zw/Nd/e CyAnIkn5tPBZ/WmUf1fRzA== /in/edgar/work/20000623/0000912057-00-029555/0000912057-00-029555.txt : 20000920 0000912057-00-029555.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912057-00-029555 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991224 FILED AS OF DATE: 20000623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK TIMES CO CENTRAL INDEX KEY: 0000071691 STANDARD INDUSTRIAL CLASSIFICATION: [2711 ] IRS NUMBER: 131102020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-05837 FILM NUMBER: 659908 BUSINESS ADDRESS: STREET 1: 229 W 43RD ST CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125561234 MAIL ADDRESS: STREET 1: 229 W 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10036 11-K 1 a11-k.txt 11-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K /X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996] For the fiscal year ended December 24, 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: 1-5837 THE MECHANICAL UNIONS SAVINGS TRUST (Exact name of plan) 135 Morrissey Boulevard P.O. Box 2378 Boston, MA 02107-2378 (Address of plan) THE NEW YORK TIMES COMPANY (Exact name of issuer) 229 West 43d Street New York, NY 10036 (Address of issuer's principal executive office) The following financial statements are included in this Report: Report of independent public accountants, including: A statement of net assets available for plan benefits as of December 24, 1999, and December 24, 1998. Statement of changes in net assets available for plan benefits for each of the years ending December 24, 1999, December 24, 1998 and December 24, 1997. Notes to financial statements. Schedule I - Supplemental schedule of investments as of December 24, 1999. Schedule II - Supplemental schedule of reportable transactions for the year ended December 24, 1999. Schedule III - Supplemental schedule of changes in net assets by account for the year ended December 24, 1999. Signatures The Plan: Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. MECHANICAL UNIONS SAVINGS TRUST By /s/ Marilyn A. Kelly ---------------------------- Marilyn A. Kelly Administrative Trustee Dated: June 22, 2000 MECHANICAL UNIONS SAVINGS TRUST FINANCIAL STATEMENTS AS OF DECEMBER 24, 1999 TOGETHER WITH AUDITOR'S REPORT TABLE OF CONTENTS Independent Auditor's Report ............................ Page 1 Statements of Net Assets Available for Plan Benefits .... 2 Statements of Changes in Net Assets Available for Plan Benefits ......................................... 3 Notes to Financial Statements ........................... 4 - 8 Schedule I - Assets Held for Investment Purposes ........ 9 Schedule II - Schedule of Reportable Transactions .......................................... 10 Schedule III - Schedule of Changes in Net Assets by Account ............................................ 11 JAMES J. GARRITY CERTIFIED PUBLIC ACCOUNTANT P.O. BOX 448 733 NEPONSET STREET NORWOOD, MASSACHUSETTS 02062 (781) 769-5522 o (FAX) 769-4061 INDEPENDENT AUDITOR'S REPORT To the Administrative Trustees of the Mechanical Unions Savings Trust: I have audited the accompanying Statements of Net Assets Available for Plan Benefits of the Mechanical Unions Savings Trust (the Plan) as of December 24, 1999 and 1998 and 1997, and the related Statements of Changes in Net Assets Available for Plan Benefits for the years then ended. These financial statements and the schedules referred to below are the responsibility of the Plan's trustees. My responsibility is to express an opinion on these financial statements and schedules based on my audits. I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the trustees, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 24, 1999 and 1998 and 1997, and the changes in net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. My audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules of investments, reportable transactions and changes in net assets by account, as listed in the accompanying index, 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 Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The schedules have been subjected to the auditing procedures applied in my audits of the basic financial statements and, in my opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. Norwood, Massachusetts June 9, 2000 -1- MECHANICAL UNIONS SAVINGS TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 24, December 24, December 24, 1999 1998 1997 ---- ---- ---- ASSETS: Investments, at contract or market value Fixed Interest Fund $ 5,262,415 $ 7,576,807 $ 8,300,281 Growth Stock Fund 13,956,020 11,353,508 9,166,960 Diversified Bond Fund 803,563 811,298 507,662 Money Market Fund 4,364,385 1,899,317 1,089,059 Indexed Stock Fund 8,115,439 6,650,804 4,838,198 Government Securities Fund 464,021 502,822 470,533 Balanced Fund 2,897,194 3,714,642 3,304,552 New York Times Stock Fund 873,052 741,157 731,062 Aggressive Growth Fund 3,284,622 2,228,337 1,608,232 Select International Equity Fund 1,277,143 903,371 652,442 Fidelity Advisor Equity Growth Fund 7,619,357 4,741,131 2,599,553 ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $48,917,211 $41,123,194 $33,268,534 =========== =========== ===========
The accompanying notes are an integral part of these financial statements. -2- MECHANICAL UNIONS SAVINGS TRUST STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS For the years ended, December 24, December 24, December 24, 1999 1998 1997 ---- ---- ---- ADDITIONS TO NET ASSETS Investment income Net realized/unrealized gains(losses) $ 7,726,555 $ 5,588,753 $ 3,853,830 Interest income 347,349 507,402 461,363 ----------- ----------- ----------- 8,073,904 6,096,155 4,315,193 ----------- ----------- ----------- Contributions Employer 227,825 63,700 109,200 Employee 3,989,417 4,314,469 3,892,736 ----------- ----------- ----------- 4,217,242 4,378,169 4,001,936 ----------- ----------- ----------- Total Additions to Net Assets 12,291,146 10,474,324 8,317,129 ----------- ----------- ----------- DEDUCTIONS FROM NET ASSETS Participants distributions 4,443,586 2,574,868 1,585,033 Contractual and professional fees 53,543 44,796 43,673 Transfers to other plans -- -- 7,451 ----------- ----------- ----------- Total Deductions from Net Assets 4,497,129 2,619,664 1,636,157 ----------- ----------- ----------- Net Increase 7,794,017 7,854,660 6,680,972 NET ASSETS AVAILABLE FOR PLAN BENEFIT Beginning of year 41,123,194 33,268,534 26,587,562 ----------- ----------- ----------- End of year $48,917,211 $41,123,194 $33,268,534 =========== =========== =========== The accompanying notes are an integral part of these financial statements. -3- MECHANICAL UNIONS SAVINGS TRUST NOTES TO FINANCIAL STATEMENTS December 24, 1999 NOTE A - DESCRIPTION OF THE PLAN The Mechanical Unions Savings Trust (the Plan) is a defined contribution plan established under the collective bargaining agreement between the Globe Newspaper Company, Wilson Tisdale Company (the Company) and nine Mechanical Unions. The Plan became effective on January 1, 1989, was last amended December 12, 1997 and is available to all employees of the participating unions who meet the eligibility requirements. It is intended that the Plan qualify under Section 401(k) of the Internal Revenue Code. The pension committee, comprised of the plan trustees, serves as the plan administrator. Three union representatives and three representatives of the Company make up the plan trustees. The Plan's assets are held by Allmerica Financial and are invested under a group annuity contract. All expenses incurred in the administration of the Plan are paid by the participants. ELIGIBILITY To be eligible to participate in the Plan, an employee must be at least 21 years of age and a member of one of the nine Mechanical Unions participating in the Plan, and must have worked at least 1,000 hours during the previous 12-month period. CONTRIBUTIONS Participants may elect to contribute up to 20% of their total compen-sation per plan year. Employee contributions under the Plan are tax-deferred and subject to certain limitations, as defined under the plan agreement. INVESTMENTS Plan participants may direct the investment of their account balances in any of the following eleven investment options: 1. FIXED INTEREST FUND This fund invests primarily in investment grade fixed-income securities with emphasis on public bonds, private placements and commercial mortgages. It is managed by Allmerica Asset Management, Inc. The fund's primary objective is to guarantee a specific rate of interest while also guaranteeing contributions against investment loss. Amounts invested in this fund are allocated to First Allmerica's General Account. The General Account is an investment account established and maintained for -4- MECHANICAL UNIONS SAVINGS TRUST NOTES TO FINANCIAL STATEMENTS (Continued) December 24, 1999 NOTE A - DESCRIPTION OF THE PLAN - (Continued) 1. FIXED INTEREST FUND (CONTINUED) all assets of First Allmerica Financial Life Insurance Company not specifically directed to other investment funds, and, as such, is subject to the general creditors of First Allmerica Financial Life Insurance Company. 2. GROWTH STOCK FUND This fund invests primarily in common stocks and other equity-type investments, and is managed by Miller, Anderson & Sherrerd. The fund's primary objective is to produce above-average performance results relative to the broad stock market averages. Neither the principal nor investment earnings are guaranteed under this fund. 3. DIVERSIFIED BOND FUND This fund invests primarily in publicly traded, fixed-income securities such as bonds, notes and debentures. It is managed by Allmerica Asset Management, Inc. The fund's primary objective is to maximize total return. Neither the principal nor investment earnings are guaranteed under this fund. 4. MONEY MARKET FUND This fund invests primarily in money market instruments that mature in less than one year, including but not limited to government securities, certificates of deposit, bankers acceptances and commercial paper. It is managed by Allmerica Asset Management, Inc. The fund's primary objective is to obtain the most current income possible while preserving principal and allowing you access to fund. Neither the principal nor investment earnings are guaranteed under this fund. 5. INDEXED STOCK FUND This fund's primary objective is to match the total return of the Standard & Poor's 500 Composite Stock Price Index as closely as possible by investing in more than three-quarters of the Index's stocks. (The "Standard and Poor's 500 Composite Stock Price Index" is a registered trademark of Standard & Poor's Corporation, which neither sponsors nor is affiliated with this fund.) This fund is managed by Allmerica Asset Management, Inc. Neither the principal nor investment earnings are guaranteed under this fund. 6. GOVERNMENT SECURITIES FUND This fund invests primarily in debt securities issued or guaranteed by the U.S. government or its agencies, and is managed by Allmerica Asset Management, Inc. The fund's primary objective is to maximize income. Neither the principal nor investment earnings are guaranteed under this fund. -5- MECHANICAL UNIONS SAVINGS TRUST NOTES TO FINANCIAL STATEMENTS (Continued) December 24, 1999 NOTE A - DESCRIPTION OF THE PLAN - (Continued) 7. BALANCED FUND This fund invests primarily in traditional stocks, bonds and cash equivalents, and is managed by Standish, Ayer & Wood. The fund's primary objective is to provide a balanced investment comprised of a well-diversified portfolio of stocks and bonds that will produce both capital growth and current income. Neither the principal nor investment earnings are guaranteed under this fund. 8. NEW YORK TIMES STOCK FUND Under this option, your account is invested in common stock of the New York Times Company, as offered in Allmerica's Separate Investment Accounts. Minimum share blocks of 100 are purchased by the Account for their fair market value with any other amounts invested in cash or cash equivalents. As a stockholder, you are investing in the Company. Neither the principal nor any investment earnings are guaranteed under this option. This investment account accepted no new contributions after October 1, 1993. 9. AGGRESSIVE GROWTH FUND This fund invests primarily in common stock and other equity-type investments, and is managed by Nicholas-Applegate Capital Management. The fund's primary objective is to provide strong investment returns by investing in small to medium-sized emerging growth companies. Neither the principal nor investment earnings are guaranteed under this fund. 10. SELECT INTERNATIONAL EQUITY FUND This fund invests primarily in common stocks and other equity-type investments of established non-U.S. companies, and is managed by Bank of Ireland Asset Management. The fund's objective is to seek strong returns in companies expected to benefit from global economic trends. Neither the principal nor investment earnings are guaranteed under this fund. 11. FIDELITY ADVISOR EQUITY GROWTH FUND This fund invests primarily in common stocks and other equity-type investments of companies with above average growth characteristics, and is managed by Fidelity Investments. The fund's objective is to seek companies with above average growth characteristics such as sales and earnings. Neither the principal nor investment earnings are guaranteed under this fund. -6- MECHANICAL UNIONS SAVINGS TRUST NOTES TO FINANCIAL STATEMENTS (Continued) December 24, 1999 NOTE A - DESCRIPTION OF THE PLAN - (Continued) VESTING Participants are 100% vested in their contributions and any earnings on their investment account balances. IN-SERVICE WITHDRAWALS A participant may withdraw his contributions prior to age 59-1/2 solely in the event of financial hardship. Determinations of financial hardship shall be made by the plan administrator based on the criteria listed in the plan agreement (conforming with Internal Revenue Service regulations). If a hardship withdrawal is taken the participant will be suspended from making salary savings contributions to this or any other plan maintained by his employer for one year. After age 59 1/2, even if still employed, a participant may request a withdrawal for any reason. Contributions to the plan are not required to be suspended in this situation. TERMINATION OF EMPLOYMENT If a participant terminates employment due to death, disability or retirement (as defined in the plan agreement), the account becomes 100% distributable. Distribution is made in a lump-sum payment equal to the value of the participant's account. PLAN AMENDMENT Effective for the fiscal year beginning January 1, 1997 the trustees have amended the plan by adopting a fiscal year ending December 24 and commencing December 25. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING ISSUES CLASSIFICATION CHANGE A participant may transfer his account balance to another plan sponsored by the Company if, upon a job classification change, the participant is no longer an eligible employee of the plan. BASIS OF ACCOUNTING The accompanying financial statements are prepared using the accrual basis of accounting. All investments are stated at market value or cost plus carrying value (contract value) for the Guaranteed Investment Account. Contract value at December 24, 1999 and 1998 and 1997 approximates market value. -7- MECHANICAL UNIONS SAVINGS TRUST NOTES TO FINANCIAL STATEMENTS (Continued) December 24, 1999 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING ISSUES (Continued) USE OF ESTIMATES 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE C - TAX STATUS The Plan obtained its latest determination letter on January 8, 1993, in which the Internal Revenue Service stated that the Plan was in compliance with the applicable requirements of the Internal Revenue Code, and is, therefore, exempt from federal income taxes. NOTE D - EMPLOYER CONTRIBUTION Beginning in fiscal year 1999 the employer has agreed to make annual minimum contribution of $750 per participant to all participants eligible at the commencement of each plan fiscal years. Contributions in the amount of $227,825, $63,700, and $109,200 were made for the 1999-1998-1997 plan years respectively. NOTE E - SUBSEQUENT EVENT On January 19,2000 the Trustees voted to transfer all investments to Putnam Investments. Investment alternatives and characteriz- ations will be substantially identical to the Allmerica Financial Group Annuity contract. It is anticipated that such transfer will be effective in July 2000. -8- MECHANICAL UNIONS SAVINGS TRUST SCHEDULE I LINE 27a SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES as of December 24, 1999 04-1371160
(a) (b) IDENTITY OF ISSUES (c) DESCRIPTION (d)Cost (e)Current Value Allmerica Financial: Fixed Interest Fund- #G05-003, 7.65%, due 06/30/00 $ 1,018,545 $ 1,018,545 #G05-005, 5.35%, due 12/31/99 508,672 508,672 #G05-008, 5.40%, due 12/31/00 813,264 813,264 #G05-009, 5.55%, due 06/30/01 533,550 533,550 #G05-010, 5.20%, due 12/31/01 297,753 297,753 #G05-011, 4.80%, due 08/30/01 1,517,587 1,517,587 #G05-012, 4.00%, due 12/31/02 573,044 573,044 ----------- ----------- Total guaranteed accumulation funds $ 5,262,415 $ 5,262,415 ----------- -----------
INVESTMENT ACCOUNTS ------------------- Allmerica Financial: Growth Stock Fund - 759,552 units $13,956,020 Diversified Bond Fund - 88,150 units 803,563 Money Market Fund - 1,097,034 units 4,364,385 Indexed Stock Fund - 1,101,832 units 8,115,439 Government Securities Fund - 29,526 units 464,021 Balanced Fund - 127,252 units 2,897,194 Aggressive Growth Fund - 132,586 units 3,284,622 Select International Equity Fund - 64,239 units 1,277,143 Fidelity Advisor Equity Growth Fund - 238,281 units 7,619,357 New York Times Stock Fund - 15,038 units 873,052 ----------- Total investment accounts $43,654,796 ----------- Total investments $48,917,211 ===========
The accompanying notes are an integral part of these financial statements. -9- MECHANICAL UNIONS SAVINGS TRUST SCHEDULE II LINE 27d SCHEDULE OF REPORTABLE (5%) TRANSACTIONS For the year ended December 24, 1999 04-1371160 Description of Total Cost Total Sales Description of Assets Transactions of Purchases Proceeds - --------------------- -------------- ------------ ----------- Fixed interest funds Interest rates 4.00% - 7.65% 497 sales $ 2,987,902 Fidelity advisor equity Growth Stock Fund 143 purchases $ 2,067,635 Money Market Fund 102 purchases $ 3,663,668 The accompanying notes are an integral part of these financial statements. -10- MECHANICAL UNIONS SAVINGS TRUST SCHEDULE OF CHANGES IN NET ASSETS BY ACCOUNT For the Year ended December 24,1999
Balance Add Balance Beginning (Deduct) Participant Employer Participant Participant end of Fund Name of year Transfers Contribution Contribution Distribution Earnings Fees year Growth Stock Fund $11,353,508 (658,858) 900,307 25,486 (576,179) 2,924,769 (13,013) $13,956,020 Diversified Bond Fund $ 811,298 (20,821) 89,005 2,175 (74,902) (2,479) (713) $ 803,563 Money Market Fund $ 1,899,317 2,516,278 349,055 113,444 (663,215) 152,438 (2,932) $ 4,364,385 Indexed Stock Fund $ 6,650,804 104,680 704,698 15,415 (690,674) 1,337,388 (6,872) $ 8,115,439 Aggressive Growth Fund $ 2,228,337 (171,993) 396,088 18,065 (91,988) 910,428 (4,315) $ 3,284,622 International Equity Fund $ 903,371 5,886 144,565 4,395 (51,526) 271,728 (1,276) $ 1,277,143 Fidelity Growth Fund $ 4,741,131 667,484 779,106 19,653 (483,170) 1,901,587 (6,434) $ 7,619,357 Government Securities Fund $ 502,822 (802) 28,954 1,025 (70,016) 2,656 (618) $ 464,021 Balanced Fund $ 3,714,642 (473,846) 299,290 8,500 (662,062) 13,984 (3,314) $ 2,897,194 NY Times Fund $ 741,157 (13,599) -0- -0- (77,791) 223,799 (514) $ 873,052 Fixed Income Funds $ 7,576,806 (1,954,409) 298,350 19,667 (1,002,063) 337,606 (13,542) $ 5,262,415 Total $41,123,193 -0- 3,989,418 227,825 (4,443,586) 8,073,904 (53,543) $48,917,211
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. -11- CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT THE NEW YORK TIMES COMPANY: I consent to the incorporation by reference in Registration Statement No. 33-50459 on Form S-8 of my report dated June 9, 2000, on my audit of the financial statements and supplemental schedules of the Mechanical Unions Savings Trust as of December 24, 1999 and 1998 and 1997 and for years then ended, which report is included in this Annual Report on Form 11-K. /s/ James J. Garrity CPA - ------------------------------------ JAMES J. GARRITY, CPA Norwood, Massachusetts June 9, 2000 -----END PRIVACY-ENHANCED MESSAGE-----