-----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, EmYiHaeCyc6/hcERc+v8ngCqczQq0vRdZlpyrL68Ddf7vglW7M5oFi7Nz6TCw/un 8lYtqTYju2wdkEuknZTzvw== /in/edgar/work/20000623/0000912057-00-029556/0000912057-00-029556.txt : 20000920 0000912057-00-029556.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912057-00-029556 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: 659915 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 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN (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 for the years ended December 24, 1999, and December 24, 1998. A statement of changes in net assets available for plan benefits for each of the years ended December 24, 1999, December 24, 1998 and December 24, 1997. Accompanying notes for the financial statements. Schedule of assets held for investment purposes. Schedules of reportable transactions for the years ended December 24, 1999 and December 24, 1998. 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. THE BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN By /s/ STEVE BEHENNA -------------------------- Steve Behenna Administrative Trustee Dated: June 22, 2000 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN FINANCIAL STATEMENTS FOR THE PERIODS ENDED DECEMBER 24, 1999 AND 1998 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN DECEMBER 24, 1999 AND 1998 TABLE OF CONTENTS Independent Auditors' Report 1 Statement of Net Assets Available For Plan Benefits 2 Statement of Changes In Net Assets Available For Plan Benefits 3 Notes to The Financial Statements 4-7 SUPPLEMENTAL SCHEDULES: Schedule of Assets Held for Investment Purposes 8-10 December 24, 1999 Reportable Transactions for the Year Ended December 24, 1999 11 INDEPENDENT AUDITORS' REPORT To the Board of Trustees of the BGEA/Boston Globe Employee Savings Plan: We have audited the accompanying statements of net assets available for plan benefits of the BGEA/Boston Globe Employee Savings Plan as of December 24, 1999 and 1998, and the related statement of changes in net assets available for plan benefits for the years ended December 24, 1999 and 1998, and the period ended December 24, 1997. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the plan as of December 24, 1999, and 1998 and changes in net assets available for plan benefits for the years ended December 24, 1999 and 1998, and the period ended December 24, 1997 in conformity with generally accepted accounting principles. Hoffman & Manning, CPAs Boston, Massachusetts June 15, 2000 1 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 24, 1999 AND 1998 ASSETS 1999 1998 ------ ---- ---- Investments, at fair market value (Note C) $44,838,957 $32,827,645 Employer match contribution receivable 13,870 -- Participants' notes receivable 652,042 546,294 ----------- ----------- 45,504,869 33,373,939 =========== =========== LIABILITIES Administrative Expenses Payable 0 0 ----------- ----------- 0 0 Net assets available for Plan benefits $45,504,869 $33,373,939 =========== =========== The accompanying notes are an integral part of these financial statements 2 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 24, 1999, 1998, AND 1997
1999 1998 1997 ---- ---- ---- Additions: Participants' contributions $ 3,632,216 $ 3,528,087 $ 3,275,244 Rollover contributions 80,941 355,545 207,611 Employers' matching contributions 422,549 402,006 363,268 Employers' contributions 543,682 521,265 493,915 Interest and dividend income 3,037,536 1,953,775 1,581,643 Net appreciation/(depreciation) in fair value of investments 7,709,244 3,269,654 2,960,650 ----------- ----------- ----------- Total additions 15,426,168 10,030,332 8,882,331 Deductions: Benefits paid to participants 3,286,727 1,608,821 783,508 Direct trustee to trustee transfers -- -- 0 Administrative fees 8,511 13,595 9,775 ----------- ----------- ----------- Total deductions 3,295,238 1,622,416 793,283 ----------- ----------- ----------- Net increase 12,130,930 8,407,916 8,089,048 Net assets available for Plan benefits, beginning of year 33,373,939 24,966,023 16,876,975 ----------- ----------- ----------- Net assets available for Plan benefits, end of year $45,504,869 $33,373,939 $24,966,023 =========== =========== ===========
The accompanying notes are an integral part of these financial statements 3 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS A. DESCRIPTION OF THE PLAN The following description of the BGEA/Boston Globe Employee Savings Plan provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan's provisions. 1. GENERAL. The plan is a defined contribution plan covering all employees of the Company, who are members of a collective bargaining group which has agreed to adopt the plan, and who have been credited with 1,000 or more hours of service during a 12 month period and are twenty-one years of age or older. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) 2. CONTRIBUTIONS. Participants enter into a salary reduction agreement with the Employer, subject to statutory limitations, and the Employer contributes to the plan on the employees behalf. Participants may make qualified rollover contributions to the plan. Participants' contributions shall be invested in the Fund in accordance with the participants' investment elections. 3. PARTICIPANT ACCOUNTS. Each participant's account is credited with the participant's contribution and (a) an allocation of fund earnings of each fund in which the participant elects contributions, and (b) administrative expenses. Allocations are based on participant account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account balance. Participant accounts will consist of investments, at the direction of the participant, in the following funds: Putnam Health Sciences Trust Putnam Voyager Fund Putnam Vista Fund The George Putnam Fund of Boston Putnam U.S. Government Income Trust Putnam Money Market Fund Putnam New Opportunities Fund Putnam Growth & Income Putnam S&P 500 Index Fund Putnam Diversified Income Fund Putnam International Growth Fund Participant Loans Fund Or in the following equity securities directly: New York Times Common Stock AT&T Corp. Common Stock Lucent Technologies Common Stock NCR Corp Common Stock 4 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS, Continued A. DESCRIPTION OF THE PLAN, (CONT.) 4. MATCHING CONTRIBUTIONS. During 1999 and 1998 the Company matched 25% of employee contributions up to a maximum of 4% of compensation 5. EMPLOYER CONTRIBUTIONS. During 1999 the Company contributed 1% of compensation for all eligible employees. 6. VESTING. Participants are immediately vested in their voluntary contributions and actual earnings thereon. Participants vest in the employer matching and other contributions at a rate of 25% after one year of service, 75% after two years of service, and 100% after three years of service. 7. PAYMENTS OF BENEFITS. Upon termination of service or retirement, a participant is entitled to a lump sum distribution equal to the value of his or her account. B. SUMMARY OF ACCOUNTING POLICIES BASIS OF PRESENTATION The Plan's financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that effect 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. INVESTMENTS VALUATION AND INCOME RECOGNITION Investments held by the Plan are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net assets value of shares held by the plan at year-end. Participants' notes receivable are valued at cost which approximates market. Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Gains and losses are calculated on a weighted average basis. The participant determines the percentage of contributions which are to be invested in each investment fund. The plan presents in the statement of changes in net assets available for Plan benefits the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains and losses and the unrealized appreciation (depreciation) on those investments. 5 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS, Continued C. INVESTMENTS The Plan's investments are held by a broker-administered trust fund. Investment transactions that represent 5 percent or more of the Plan's net assets are separately identified. FAIR VALUE OF INVESTMENTS December 24, 1999 ----------------- # of Shares Fair Value ----------- ---------- Mutual Funds: Money Market 1,696,182 $ 1,696,182 U.S. Government 57,892 713,233 Growth & Income 100,521 1,360,769 Aggressive Growth 48,126 4,217,744 Common Stock 1,101,243 25,735,425 Common Stock Sector 70,246 4,253,384 Pending 628 628 Equity securities: New York Times Co. 129,813 6,084,988 AT & T Corp. 3,351 176,343 Lucent Technologies 7,367 575,109 NCR Corporation 676 25,152 ---------- Total Investments at Fair Value $44,838,957 =========== NET CHANGE IN FAIR VALUE Period Ended December 24, 1999 ----------------- Mutual Funds: U.S. Government (43,596) Growth & Income (111,859) Aggressive Growth Fund 1,340,006 Common Stock 4,871,858 Common Stock Sector (77,895) Pending 628 Equity securities 1,730,102 ---------- Net change in Fair Value $ 7,709,244 ============ D. PLAN TERMINATION Although it has not expressed any intent to do so, the Employer reserves the right under the Plan to terminate the Plan, in whole or in part, whenever there is a collective bargaining agreement between the Employer and the Boston Globe Employees Association that fails to provide for the continuation of the plan or the plan participants are no longer represented by this bargaining unit. 6 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS, Continued E. PARTICIPANT LOANS Participant loans are available to participants who meet the eligibility requirements as defined by the administrative trustees. The loans have repayment periods not to exceed five years, unless the proceeds are used to purchase a qualified residence or finance qualified education costs. The loans bear interest at the prime rate at the time the loan is approved plus one half of one percent. The total outstanding balances on participant loans was $652,042 and $546,294 as of December 24, 1999 and 1998, respectively. F. PLAN TAX STATUS The Plan as written is qualified under the Internal Revenue Code as being exempt from federal income taxes. A favorable determination letter has been received from the Internal Revenue Service. G. FORM 5500 RECONCILIATION DECEMBER 24, DECEMBER 24, 1999 1998 ---- ---- Net Assets per Form 5500 $ 45,490,999 $ 33,373,939 Contributions Receivable 13,870 -0- ---------- --------- Net Assets $ 45,504,869 $ 33,373,939 ============ ============ H. EXPENSES OF THE PLAN A significant portion of the plan expenses incurred in the administration of the Plan, as defined by the Plan document, have been paid by the BGEA/Boston Globe Taft-Hartley Health Fund. The BGEA/Boston Globe Taft-Hartley Health Fund is related to the Plan by having common membership between its participants and the participants of The BGEA/Boston Globe Taft-Hartley Health Fund. Expenses incurred in the administration of the Plan totaled $20,000 in 1999 and $20,000 in 1998. I. INACTIVE PARTICIPANTS Certain former employees have elected to retain their investments in the net assets of the Plan. As of December 24, 1999, Plan assets of inactive participants totaled approximately $808,844. 7 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENT SUPPLEMENTAL SCHEDULES Item 27a - Schedule of Assets Held for Investment Purposes.
(a) (b) (c) (d) (e) Identity of Description Ending Cost Current Issuer of Investment Units Value Money Market - ------------ Putnam Putnam Money 1,696,182 $1,696,182 $1,696,182 Investments Market Fund U.S. Government - --------------- Putnam Putnam US 57,892 753,045 713,233 Investments Government Income Growth & Income - --------------- Putnam Putnam Investments Growth & Income 35,330 724,694 659,973 Putnam Putnam Diversified Investments Income Trust 65,190 766,332 700,796 Aggressive Growth - ----------------- Putnam Putnam New 48,126 2,578,520 4,217,744 Investments* Opportunities Fund
* This investment represents 5% or more of the Plan's Net Assets 8 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENT SUPPLEMENTAL SCHEDULES Item 27a - Schedule of Assets Held for Investment Purposes.
(a) (b) (c) (d) (e) Identity of Description Ending Cost Current Issuer of Investment Units Value Common Stock - ------------ Putnam Putnam Vista 268,051 3,103,813 4,481,810 Investments* Fund Putnam The George Putnam 269,790 4,427,728 4,362,502 Investments* Fund of Boston Putnam Putnam Investments S & P 500 34,252 975,004 1,187,850 Putnam Putnam Investments International Growth 38,418 765,667 1,094,148 Putnam Putnam Voyager 490,733 8,663,964 14,609,115 Investments* Fund Common Stock Sector - ------------------- Putnam Putnam Health 70,246 3,235,530 4,253,384 Investments* Sciences Trust
* This investment represents 5% or more of the Plan's Net Assets 9 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENT SUPPLEMENTAL SCHEDULES Item 27a - Schedule of Assets Held for Investment Purposes.
(a) (b) (c) (d) (e) Identity of Description Ending Cost Current Issuer of Investment Units Value Equity Securities - ----------------- New York Common 129,813 2,457,383 6,084,988 Times * Stock Lucent Common 7,367 223,483 575,109 Technologies Stock AT&T Common 3,351 133,775 176,343 Corp Stock NCR Common 676 20,396 25,151 Corporate Stock Stock OTHER Participant Participant Loans with Loans Interest Rates ranging from 6.0% to 10.0% N/A 652,042 652,042 Pending Cash 628 628 628 Total Plan Assets $31,178,186 $45,490,999 =========== ===========
* This investment represents 5% or more of the Plan's Assets 10 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENT SUPPLEMENTAL SCHEDULES Reportable Transactions FOR THE YEAR ENDED 12/24/99 - --------------------------- DESCRIPTION TYPE SHARES COST/PROCEEDS - ----------- ---- ------ ------------- Putnam Voyager Purchase 102,300 2,898,932 FOR THE PERIOD ENDED 12/24/98 - ----------------------------- DESCRIPTION TYPE SHARES COST/PROCEEDS - ----------- ---- ------ ------------- George Putnam Purchase 62,238 1,138,643 Putnam Voyager Purchase 102,300 2,098,680 Putnam Voyager Sale 70,863 1,444,445 11 INDEPENDENT AUDITOR'S CONSENT THE NEW YORK TIMES COMPANY: We Consent to the incorporation by reference in Registration Statement No. 33-50461 on Form S-8 of our report dated June 15, 2000, on our audits of the statements of net assets available for plan benefits of the BGEA/Boston Globe Employee Savings Plan as of December 24, 1999 and December 24, 1998 and the related statement of changes in net assets available for plan benefits for the years ended December 24, 1999 and 1998 the period ended December 24, 1997, which report is included in this Annual Report on Form 11-K. - -------------------------------- Hoffman & Manning CPAs Boston, Massachusetts June 15, 2000 -----END PRIVACY-ENHANCED MESSAGE-----