-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, gf4XuABSgJmJi8sLisVzLwPQVZ67qZX85hibVfQYxrG9FlF76hOGK14ak0D1LHv7 eLjBSlYA5PsXLu03+6U86w== 0000950112-95-001777.txt : 199506300000950112-95-001777.hdr.sgml : 19950630 ACCESSION NUMBER: 0000950112-95-001777 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950629 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK TIMES CO CENTRAL INDEX KEY: 0000071691 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 131102020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 95550672 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 THE NEW YORK TIMES COMPANY 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 [FEE REQUIRED] For the fiscal year ended December 31, 1994 OR --- 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, New York 10036 (Address of issuer's principal executive office) Page 1 of 15 The following financial statements are included in this Report: Report of independent public accounts, including: Statement of net assets available for plan benefits as of December 31, 1994 and December 31, 1993. Statement of changes in net assets available for plan benefits for each of the years ending December 31, 1994 and 1993. Notes to financial statements. Schedule I - Supplemental schedule of investments as of December 31, 1994. Schedule II - Supplemental schedule of reportable transactions for the year ended December 31, 1994. Schedule III - Supplemental schedule of changes in net assets by account for the year ended December 31, 1994. Signatures - ---------- The Plan: Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees of the Plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. THE MECHANICAL UNIONS SAVINGS TRUST Dated: June 29, 1995 By /s/ Marilyn A. Kelly ------------------------ Marilyn A. Kelly, Administrative Trustee Page 2 of 15 MECHANICAL UNIONS SAVINGS TRUST FINANCIAL STATEMENTS AS OF DECEMBER 31, 1994 AND 1993 TOGETHER WITH AUDITORS' REPORT Page 3 of 15 TABLE OF CONTENTS Accountants' 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 - 7 Schedule I - Supplemental Schedule of Investments ........... 8 Schedule II - Supplemental Schedule of Reportable Transactions .............................................. 9 Schedule III - Supplemental Schedule of Changes in Net Assets by Account ......................................... 10 Page 4 of 15 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Administrative Trustees of the Mechanical Unions Savings Trust: We have audited the accompanying Statements of Net Assets Available for Plan Benefits of the Mechanical Unions Savings Trust (the Plan) as of December 31, 1994 and 1993, 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. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audit 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 the trustees, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the 1994 financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1994, and the changes in net assets available for plan benefits for the year then ended, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of investment, 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 Page 5 of 15 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 supplemental schedules have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. /s/ James J. Garrety & Company Norwood, Massachusetts June 15, 1995 -1- Page 6 of 15 MECHANICAL UNIONS SAVINGS TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1994 and 1993 1994 1993 ---- ---- ASSETS: Investments, at contract or market value Fixed Interest Fund $ 9,146,347 $ 7,844,035 Growth Stock Fund 3,240,326 2,280,993 Diversified Bond Fund 300,486 278,750 Money Market Fund 548,879 677,337 Indexed Stock Fund 908,335 579,294 Government Securities Fund 295,858 257,599 Balanced Fund 1,057,136 439,275 New York Times Stock Fund 446,701 590,364 ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $15,944,068 $12,947,647 =========== =========== The accompanying notes are an integral part of these financial statements. -2- Page 7 of 15 MECHANICAL UNIONS SAVINGS TRUST STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS For the years ended December 31, 1994 1993 ---- ---- NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year $12,947,647 $ 9,624,081 ADD (DEDUCT): Participant contributions 3,262,918 2,839,062 Employee rollovers, net 15,753 1,087 Investment income 569,481 595,812 Net realized/unrealized gains (losses) ( 91,310) 481,394 Contractual and professional fees ( 45,090) ( 44,343) Benefits paid ( 353,322) ( 222,632) In-service withdrawal ( 120,143) ( 103,804) Hardship withdrawal ( 241,866) ( 223,010) - ( - ) ------------ ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $15,944,068 $12,947,647 =========== =========== The accompanying notes are an integral part of these financial statements. -3- Page 8 of 15 MECHANICAL UNIONS SAVINGS TRUST NOTES TO FINANCIAL STATEMENTS December 31, 1994 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 October 1, 1993 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 compensation 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 eight investment options: 1. Fixed Interest Fund This fund invests primarily in investment grade fixed-income securities with emphasis on public bonds, private placements and commerical 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 State Mutual's General Account. The General Account is an investment account es- -4- Page 9 of 15 MECHANICAL UNIONS SAVINGS TRUST NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 1994 NOTE A - DESCRIPTION OF THE PLAN - (Continued) 1. Fixed Interest Fund (Continued) tablished and maintained for all assets of State Mutual not specifically directed to other investment funds, and, as such, is subject to the general creditors of State Mutual Life Assurance Company of America. 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 commerical 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 funds. 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-guarters 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- Page 10 of 15 MECHANICAL UNIONS SAVINGS TRUST NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 1994 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 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 State Mutual'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. Vesting ------- Participants are 100% vested in their contributions and any earnings on their investment account balances. 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. A participant may not withdraw any part of his account while still employed by the Company, except if the employee has reached the age of 59-1/2 years, applies for a hardship withdrawal or changes job classifications. Distribution is made in a lump-sum payment equal to the value of the participant's account. Hardship 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). 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. -6- Page 11 of 15 MECHANICAL UNIONS SAVINGS TRUST NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 1994 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING ISSUES 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. Federal Income Taxes -------------------- 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 C - DISTRIBUTIONS PAYABLE Included in net assets available for plan benefits at December 31, 1994 and 1993 are benefits payable to terminated participants who requested distributions prior to plan year-end of $0 and $55,111, respectively. -7- Page 12 of 15 MECHANICAL UNIONS SAVINGS TRUST SUPPLEMENTAL SCHEDULE OF INVESTMENTS as of December 31, 1994 GUARANTEED ACCUMULATION FUNDS ----------------------------- Contract/ Market Cost Value ----------- ----------- Allmerica Financial: Fixed Interest Fund- #G01-003, 8.35%, due 12/31/94 $ 1,640,698 $ 1,640,698 #G01-004, 7.15%, due 12/31/96 1,635,613 1,635,613 #G01-005, 5.25%, due 6/30/96 631,843 631,843 #G01-006, 7.15%, due 12/31/96 139,117 139,117 #G01-007, 4.51%, due 12/31/97 697,855 697,855 #G01-008, 5.25%, due 6/30/96 156,984 156,984 #G01-009, 4.51%, due 12/31/97 108,086 108,086 #G02-001, 9.00%, due 12/31/96 2,076,515 2,076,515 #G03-001, 3.89%, due 12/31/95 27,302 27,302 #G03-002, 3.89%, due 12/31/95 1,174,544 1,174,544 #G05-001, 6.45%, due 6/30/98 751,984 751,984 #G05-002, 3.89%, due 12/31/95 105,806 105,806 ----------- ---------- Total guaranteed accumulation funds $ 9,146,347 $ 9,146,347 ----------- ----------- INVESTMENT ACCOUNTS ------------------- Units ----- Allmerica Financial: Growth Stock Fund 4,805 $ 3,240,326 Diversified Bond Fund 459 300,486 Money Market Fund 1,845 548,879 Indexed Stock Fund 3,910 908,335 Government Securities Fund 2,502 295,858 Balanced Fund 8,894 1,057,136 New York Times Stock Fund 3,337 446,701 ----------- Total investment accounts $ 6,797,721 ----------- Total investments $15,944,068 =========== The accompanying notes are an integral part of these financial statements. -8- Page 13 of 15 SCHEDULE II MECHANICAL UNIONS SAVINGS TRUST SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS For the year ended December 31, 1994
Description of Total Cost Total Sales Description of Assets Transactions of Purchases Proceeds --------------------- -------------- ------------ ----------- Fixed Interest Fund (1) G03-002 39 purchases 154 sales $ 4,001,042 $ 2,866,050 G05-001 61 purchases 90 sales $ 3,458,484 $ 2,573,203 Growth Stock Fund (1) 106 purchases of 1,861 units 49 sales of 411 units $ 1,249,410 $ 276,219 Balanced Fund (1) 124 purchases of 7,272 units 30 sales of 1,911 units $ 889,418 $ 227,106 New York Times (2) No purchases 19 sales of 431 units $ - $ 68,152
(1) Represents transactions or a series of transactions in securities of the same issue in excess of 5% of the current value of plan assets at the beginning of the year. (2) Represents transactions with a party in interest. -9- Page 14 of 15
MECHANICAL UNIONS SAVINGS TRUST SUPPLEMENTAL SCHEDULE OF CHANGES IN NET ASSETS BY ACCOUNT For the year ended December 31, 1994 Fixed Growth Money Indexed Government Interest Stock Diversified Market Stock Securities Fund Fund Bond Fund Fund Fund Fund -------- ------ ----------- ------ ------- ---------- BALANCE, beginning of year $ 7,844,035 $ 2,280,994 $ 278,750 $ 677,336 $ 579,294 $ 257,599 ADD (DEDUCT): Transfers, net 27,718 126,854 ( 14,471) ( 274,110) 86,780 ( 62,822) Participants contributions 1,112,722 982,002 90,477 181,418 270,184 124,910 Employee rollovers, net 172 3,341 171 171 1,061 171 Investment income 569,481 - - - - - Net realized/unrealized gain - 5,772 ( 8,378) 21,099 8,450 ( 1,499) Contractual and pro- fessional fees ( 26,994) ( 9,710) ( 937) ( 1,425) ( 1,960) ( 845) Benefits paid ( 216,503) ( 39,000) ( 39,507) ( 23,518) ( 13,712) ( 17,004) In-service withdrawal ( 50,999) ( 32,307) ( 2,776) ( 31,628) - - Hardship withdrawal ( 113,285) ( 77,620) ( 2,843) ( 464) ( 21,762) ( 4,652) ---------- ---------- ---------- ---------- ---------- ---------- BALANCE, end of year $ 9,146,347 $ 3,240,326 $ 300,486 $ 548,879 $ 908,335 $ 295,858 ========== ========== ========== ========== ========== ==========
New York Balanced Times Fund Fund Total -------- -------- ----- BALANCE, beginning of year $ 439,275 $ 590,364 $ 12,947,647 ADD (DEDUCT): Transfers, net 168,355 ( 58,304) - Participants contributions 501,205 - 3,262,918 Employee rollovers, net 10,666 - 15,753 Investment income - - 569,481 Net realized/unrealized gain ( 42,187) ( 74,567) ( 91,310) Contractual and pro- fessional fees ( 2,275) ( 944) ( 45,090) Benefits paid - ( 4,078) ( 353,322) In-service withdrawal ( 2,433) - ( 120,143) Hardship withdrawal ( 15,470) ( 5,770) ( 241,866) ----------- ------------ ------------ BALANCE, end of year $ 1,057,136 $ 446,701 $ 15,944,068 =========== ============ ============ -10- Page 15 of 15 -----END PRIVACY-ENHANCED MESSAGE-----