11-K 1 a2052555z11-k.txt FORM 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, 2000 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, 2000 and December 24, 1999. A statement of changes in net assets available for plan benefits for each of the years ended December 24, 2000, December 24, 1999 and December 24, 1998. Accompanying notes for the financial statements. Schedule of assets held for investment purposes. Schedules of reportable transactions for the years ended December 24, 2000 and 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. 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, 2000 AND 1999 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN DECEMBER 24, 2000 AND 1999 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 4-8 SUPPLEMENTAL SCHEDULES: Schedule of Assets Held for Investment Purposes 9-11 December 24, 2000 Reportable Transactions for the Year Ended December 24, 2000 12 INDEPENDENT AUDITORS' REPORT To the Administrative Trustees of the BGEA/Boston Globe Employee Savings Plan: We were engaged to audit the accompanying statements of net assets available for plan benefits of the BGEA/Boston Globe Employee Savings Plan as of December 24, 2000 and 1999, and the related statement of changes in net assets available for plan benefits for the years ended December 24, 2000 and 1999, and the period ended December 24, 1998. These financial statements and schedules are the responsibility of the Plan's management. As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, the plan administrator instructed us not to perform, and we did not perform, any auditing procedures with respect to the information summarized in Notes C and H, which was certified by Putnam Fiduciary Trust Company, the trustee of the Plan, except for comparing the information with the related information included in the financial statements and supplemental schedules. We have been informed by the plan administrator that the trustee holds the Plan's investment assets and executes investment transactions. The plan administrator has obtained a certification from the trustee as of and for the years ended December 24, 2000 and 1999, and for the period ended December 24, 1998, that the information provided to the plan administrator by the trustee is complete and accurate. Because of the significance of the information that we did not audit, we are unable to, and do not, express an opinion on the accompanying financial statements and schedules taken as a whole. The form and content of the information included in the financial statements and schedules, other than that derived from the information certified by the trustee, have been audited by us in accordance with auditing standards generally accepted in the United States of America and, in our opinion, are presented in compliance with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Hoffman & Manning, CPAs Boston, Massachusetts June 6, 2001 1 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 24, 2000 AND 1999
ASSETS 2000 1999 ------ ---- ---- Investments, at fair market value (Note C) $43,078,077 $44,838,957 Employer matching contribution receivable 0 13,870 Participants' notes receivable 791,418 652,042 ----------- ----------- 43,869,495 45,504,869 =========== =========== LIABILITIES ----------- Administrative Expenses Payable 0 0 ----------- ----------- 0 0 Net assets available for Plan benefits $43,869,495 $45,504,869 =========== ===========
The accompanying notes are an integral part of the financial statements 2 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 24, 2000, 1999, AND DECEMBER 24, 1998
2000 1999 1998 ---- ---- ---- Additions: Participants' contributions $ 3,877,540 $ 3,632,216 $ 3,528,087 Rollover contributions 447,543 80,941 355,545 Employers' matching contributions 780,915 422,549 402,006 Employers' contributions 555,068 543,682 521,265 Interest and dividend income 3,684,841 3,037,536 1,953,775 Net appreciation/(depreciation) in fair value of investments (6,615,164) 7,709,244 3,269,654 ------------ ------------ ------------ Total additions 2,730,743 15,426,168 10,030,332 Deductions: Benefits paid to participants 4,357,225 3,286,727 1,608,821 Administrative fees 8,892 8,511 13,595 ------------ ------------ ------------ Total deductions 4,366,117 3,295,238 1,622,416 ------------ ------------ ------------ Net increase/(decrease) (1,635,374) 12,130,930 8,407,916 Net assets available for Plan benefits, beginning of year 45,504,869 33,373,939 24,966,023 ------------ ------------ ------------ Net assets available for Plan benefits, end of year $ 43,869,495 $ 45,504,869 $ 33,373,939 ============ ============ ============
The accompanying notes are an integral part of the 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 employee's 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 reflects an allocation [based on participant account balances] of (a) fund earnings of each fund in which the participant elects contributions, and (b) administrative expenses. 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 New Opportunities Fund Putnam Voyager Fund Putnam Growth & Income Putnam Vista Fund Putnam S&P 500 Index Fund The George Putnam Fund of Boston Putnam Diversified Income Fund Putnam U.S. Government Income Trust Putnam International Growth Fund Putnam Money Market Fund Domini Social Equity Or in the following equity securities directly: New York Times Common Stock AT&T Corp. Common Stock NCR Corp Common Stock Lucent Technologies Common Stock Avaya 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 2000 and 1999 the Company matched 33 1/3% of employee contributions up to a maximum of 6% of compensation 5. EMPLOYER CONTRIBUTIONS. During 2000 and 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. INFORMATION CERTIFIED BY THE CUSTODIAN (UNAUDITED) -------------------------------------------------- Putnam Fiduciary Trust Company ("Putnam"), custodian for the Plan from December 25, 1997 to December 24, 2000, have certified to the completeness and accuracy of the investments of the Plan as of December 24, 2000 and the investment transactions of the Plan for the year then ended. The following summary is derived from information certified by Putnam. The investment portfolio held by the Plan at fair value consists of the following at December 24, 2000: FAIR VALUE OF INVESTMENTS
DECEMBER 24, 2000 ----------------- # OF SHARES FAIR VALUE ----------- ---------- Mutual Funds: Money Market 2,024,178 $ 2,024,178 U.S. Government 59,994 766,726 Growth & Income 150,358 2,059,550 Aggressive Growth 61,395 3,678,788 Common Stock 1,194,451 23,217,704 Common Stock Sector 81,004 6,362,849 Equity securities: New York Times Co. 122,262 4,760,566 AT & T Corp. 4,073 72,551 Lucent Technologies 8,582 116,924 NCR Corporation 217 10,656 Avaya Stock 682 7,585 ----------- Total Investments at Fair Value $43,078,077 ===========
NET ACTIVITY FOR THE PERIOD ENDED DECEMBER 24, 2000
NET CHANGE IN FV INTEREST & DIVIDENDS ---------------- -------------------- Mutual Funds: U.S. Government & Money Market $ 27,471 $ 157,786 Growth & Income (68,702) 112,799 Aggressive Growth Fund (1,662,005) 507,206 Common Stock (4,522,962) 2,512,100 Common Stock Sector 1,262,746 326,123 Equity securities (1,651,712) 68,827 -------------- ----------- Net change in Fair Value $ (6,615,164) $ 3,684,841 =============== ===========
6 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS, Continued 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. 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 $791,418 and $652,042 as of December 24, 2000 and 1999, respectively. F. PLAN TAX STATUS --------------- The Plan as written is qualified under the Internal Revenue Code as being exempt from federal income taxes under section 501(c). A favorable determination letter dated October 12, 1990 has been received from the Internal Revenue Service. G. FORM 5500 RECONCILIATION ------------------------
DECEMBER 24, DECEMBER 24, 2000 1999 ---- ---- Net Assets per Form 5500 $ 43,869,495 $ 45,490,999 Contributions Receivable 0 13,870 ------------ ------------ Net Assets $ 43,869,495 $ 45,504,869 ============ ============
7 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS, Continued 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. Administrative expenses paid by the BGEA/Boston Globe Taft-Hartley Health Fund totaled $0 in 2000 and $11,468 in 1999. I. INACTIVE PARTICIPANTS --------------------- Certain former employees have elected to retain their investments in the net assets of the Plan. As of December 24, 2000 and 1999, Plan assets of inactive participants totaled approximately $1,631,047 and $808,844. 8 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN SUPPLEMENTAL SCHEDULES Schedule H, Part IV Item 4i - Schedule of Assets Held for Investment Purposes.
(a) (b) (c) (d) (e) --------------- ------------------- ----------------------------------------------- ---------------- ------------------- Description of Ending Fair Market Type Identity of Issuer Investment Units Cost Value --------------- ------------------- --------------------------- ----------------- ---------------- ------------------- MONEY MARKET Putnam Putnam Money Investments Market Fund 2,024,178 $ 2,024,178 $ 2,024,178 U.S. GOVERNMENT Putnam Putnam US Investments Government Income 59,994 743,422 766,726 GROWTH & INCOME Putnam Putnam Investments Growth & Income 55,307 1,038,380 1,051,947 Putnam Putnam Diversified Investments Income Trust 91,935 947,121 900,960 Domini Common Social Equity Stock 3,116 124,520 106,643 AGGRESSIVE GROWTH Putnam Putnam New Investments* Opportunities Fund 61,395 5,646,305 3,678,788 COMMON STOCK Putnam Putnam Vista Investments* Fund 345,480 6,489,904 4,498,153 9 (a) (b) (c) (d) (e) --------------- ------------------- ----------------------------------------------- ---------------- ------------------- Description of Ending Fair Market Type Identity of Issuer Investment Units Cost Value --------------- ------------------- --------------------------- ----------------- ---------------- ------------------- COMMON STOCK, continued Putnam The George Putnam Investments* Fund of Boston 255,732 4,153,448 4,334,664 Putnam Putnam Investments S&P 500 40,249 1,205,842 1,260,998 Putnam Putnam Investments International Growth 41,065 1,176,193 981,034 Putnam Putnam Voyager Investments* Fund 511,925 15,928,636 12,142,855 COMMON STOCK SECTOR Putnam Putnam Health Investments* Sciences Trust 81,004 6,125,290 6,362,849 EQUITY SECURITIES New York Common Times* Stock 122,262 2,530,536 4,760,566 Lucent Common Technologies Stock 8,582 263,131 116,924 10 (a) (b) (c) (d) (e) --------------- ------------------- ----------------------------------------------- ---------------- ------------------- Description of Ending Fair Market Type Identity of Issuer Investment Units Cost Value --------------- ------------------- --------------------------- ----------------- ---------------- ------------------- EQUITY SECURITIES, continued AT&T Common Corp Stock 4,073 160,862 72,551 NCR Common Corporate Stock Stock 217 7,725 10,656 Avaya Common Stock Stock 682 14,844 7,585 OTHER Participant Participant Loans with Loans Interest rates ranging from 6.0% to 10.0% N/A 791,418 791,418 ------------ ----------- Total Plan Assets $ 49,371,755 $43,869,495 ============ ===========
o * This investment represents 5% or more of the Plan's Assets BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENT SUPPLEMENTAL SCHEDULES Reportable Transactions FOR THE YEAR ENDED 12/24/00 DESCRIPTION TYPE SHARES COST/PROCEEDS ----------- ---- ------ ------------- None FOR THE PERIOD ENDED 12/24/99 DESCRIPTION TYPE SHARES COST/PROCEEDS ----------- ---- ------ ------------- Putnam Voyager Purchase 102,300 2,898,932 12 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 6, 2001, 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, 2000 and December 24, 1999 and the related statement of changes in net assets available for plan benefits for the year ended December 24, 2000, the year ended December 24, 1999, and the year ended December 31, 1998, which report is included in this Annual Report on Form 11-K. /s/ Hoffman & Manning --------------------------- Hoffman & Manning CPAs Boston, Massachusetts June 6, 2001