-----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, TH+YrM0BrEKTnK11CmJacev/EJDydv3xKppjKmszW14a8ZIxG6IzHsOtCEyAIjh4 IMU8TrJTi3KxNumumsofcA== 0000950112-95-001778.txt : 199506300000950112-95-001778.hdr.sgml : 19950630 ACCESSION NUMBER: 0000950112-95-001778 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: 95550674 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 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, New York 10036 (Address of issuer's principal executive office) Page 1 of 12 The following financial statements are included in this Report: Report of independent public accounts, including: A statement of net assets available for plan benefits as of the end of December 31, 1994 and December 31, 1993. A statement of changes in net assets available for plan benefits for each of the years ending December 31, 1994, 1993 and 1992. Accompanying notes for the financial statements. Schedules of reportable transactions for the years ended December 31, 1994 and December 31, 1992. 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 BOSTON GLOBE EMPLOYEE SAVINGS PLAN Dated: June 29, 1995 By /s/ William F. Connolly ------------------------ William F. Connolly, Administrative Trustee Page 2 of 12 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN --------------------------------------- FINANCIAL STATEMENTS -------------------- FOR THE PERIODS ENDED DECEMBER 31, ---------------------------------- 1994, 1993, AND 1992 --------------------- Page 3 of 12 John M. Hoffman & Associates Certified Public Accountants 264 Beacon Street Boston, MA 02116 Phone: (617) 536-5600 Fax: (617) 536-8578 INDEPENDENT AUDITOR'S 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 31, 1994 and 1993, and the related statement of changes in net assets available for plan benefits for the years ended December 31, 1994, 1993, and 1992. 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 31, 1994 and 1993 and changes in net assets available for plan benefits for the years ended December 31, 1994, 1993, and 1992 in conformity with generally accepted accounting principles. /s/ John M. Hoffman & Associates - ---------------------------------- John M. Hoffman & Associates CPAs Boston, Massachusetts June 15, 1995 Page 4 of 12 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN --------------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS --------------------------------------------------- FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993 ----------------------------------------------- 1994 1993 ---- ---- ASSETS - ------ INVESTMENTS AT FAIR MARKET VALUE (notes B and C) Mutual Funds: Money Market 408,096 278,071 U.S. Government 619,929 634,291 Common Stock 2,008,600 1,510,720 Common Stock Sector 3,560,600 2,866,195 Equity securities 1,243,132 1,226,193 _________ ________ Total Investments $7,840,357 $6,515,470 RECEIVABLES Accrued interest -0- -0- Participant loans - Note F 190,313 135,898 _________ _________ 190,313 135,898 Cash and equivalents -0- -0- _________ ________ Total assets 8,030,670 6,651,368 PAYABLES Administrative Expenses 4,232 3,980 _________ _________ 4,232 3,980 _________ _________ Net assets available for plan benefits $8,026,438 $6,647,388 ========== ========== the accompanying notes are an integral part of these financial statements - 2 - Page 5 of 12 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN --------------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS -------------------------------------------------------------- FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993 AND 1992 ------------------------------------------------------- 1994 1993 1992 ---- ---- ---- ADDITIONS TO NET ASSETS ATTRIBUTED TO: - --------------------------------------- Investment Income Realized gains/(losses) $ 36,586 $ 176,370 $ 139,135 Change in net unrealized appreciation/depreciation in assets (406,049) 362,844 185,382 Dividends 317,853 267,666 203,170 Interest 10,057 7,496 20,894 __________ __________ ________ (41,553) 814,376 548,581 Employee contributions 1,802,901 1,563,649 1,418,795 __________ __________ _________ Total Additions 1,761,348 2,378,025 1,967,376 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: - ---------------------------------------- Benefits paid to participants 370,256 104,651 452,984 Administrative expenses 12,042 19,576 25,655 __________ __________ ________ Total Deductions 382,298 124,227 478,639 __________ __________ ________ NET INCREASE 1,379,050 2,253,798 1,488,737 NET ASSETS AVAILABLE FOR PLAN BENEFITS - -------------------------------------- BEGINNING OF YEAR 6,647,388 4,393,590 2,904,853 __________ __________ _________ END OF YEAR $8,026,438 $6,647,388 $4,393,590 ========== ========== ========= the accompanying notes are an integral part of these financial statements - 3 - Page 6 of 12 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN --------------------------------------- ACCOMPANYING NOTES FOR THE FINANCIAL STATEMENTS ----------------------------------------------- A. DESCRIPTION OF THE PLAN ----------------------- The following description of the 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. The Plan's trustees selected a new plan administrator and plan custodian on April 1, 1992, Putnam Investments. Participant accounts will consist of investments, at the direction of the participant, in the following funds Subsequent to April 1, 1992: FUND A - New York Times Stock Fund FUND B - Putnam Health Sciences Trust FUND C - Putnam Voyager Fund FUND D - Putnam Vista Fund (available 7/1/93) FUND E - The George Putnam Fund of Boston FUND F - Putnam U.S. Government Income Trust FUND G - Putnam Money Market Fund LOAN FUND - Participant Loans Fund - 4 - Page 7 of 12 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN --------------------------------------- ACCOMPANYING NOTES FOR THE FINANCIAL STATEMENTS ----------------------------------------------- A. DESCRIPTION OF THE PLAN (Cont.) ------------------------------- Prior to April 1, 1992: FUND A - Guaranteed Rate Fund FUND B - Merrill Lynch Capital Fund FUND C - Merrill Lynch Basic Value Fund FUND D - Affiliated Publications, Inc. Stock Fund LOAN FUND - Participant Loans Fund 4. VESTING. A participant shall at all times be 100% vested in all amounts allocated to his or her total account. 5. 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 ------------------------------ 1. VALUATION OF INVESTMENTS. Investments are valued at fair market value as of year end. Quoted market prices are used to value investments. Such investments are valued at the closing price on the statement date. 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 31, 1994 ----------------- # of Shares Fair Value ----------- ---------- Mutual Funds: Money Market 408,096 408,096 U.S. Government 50,855 619,929 Common Stock 183,738 2,008,600 Common Stock Sector 255,128 3,560,600 Equity securities: New York Times Co. 53,362 1,180,638 McCaw Cellular Comm Inc. 1,244 62,494 __________ Total Investments at Fair Value $7,840,357 ========== - 5 - Page 8 of 12 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN --------------------------------------- ACCOMPANYING NOTES FOR THE FINANCIAL STATEMENTS ----------------------------------------------- C. INVESTMENTS (Cont.) ------------------- Net Change in Fair Value Year Ended ---------- December 31, 1993 ----------------- Mutual Funds: U.S. Government (49,242) Common Stock (106,654) Common Stock Sector (12,819) Equity securities (237,334) __________ Net change in Fair Value $ (406,049) ========== 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 ranging from six months to five years and bear interest at the prime rate plus one half of one percent. The total outstanding balances on participant loans was $190,313 and $135,898 as of December 31, 1994 and 1993 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. - 6 - Page 9 of 12 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN --------------------------------------- ACCOMPANYING NOTES FOR THE FINANCIAL STATEMENTS ----------------------------------------------- G. FORM 5500 RECONCILIATION ------------------------ DECEMBER 31, ------------ 1994 1993 ---- ---- Net Assets per Form 5500 $ 8,030,670 $ 6,651,369 Expenses Payable (4,232) (3,981) __________ __________ Net Assets $ 8,026,438 $6,647,388 ========== ========== H. SIGNIFICANT EVENTS ------------------- During 1993, AFFILIATED PUBLICATIONS, INC. was acquired by the NEW YORK Times Co. The acquisition was consummated with Stockholders' of AFFILIATED PUBLICATIONS, Inc. receiving cash or NEW YORK TIMES CO. stock equivalent to $15.00 per share. - 7 - Page 10 of 12 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN --------------------------------------- NOTES TO THE FINANCIAL STATEMENT -------------------------------- REPORTABLE TRANSACTIONS FOR THE YEAR ENDED 12/31/94 ---------------------------------------------------- DESCRIPTION TYPE SHARES COST/PROCEEDS - ----------- ---- ------ ------------- Putnam Voyager Purchase 76,499 671,026 George Putnam Fund Purchase 38,842 393,889 - 8 - Page 11 of 12 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN --------------------------------------- NOTES TO THE FINANCIAL STATEMENT -------------------------------- REPORTABLE TRANSACTIONS FOR THE YEAR ENDED 12/31/92 ---------------------------------------------------- DESCRIPTION TYPE SHARES COST/PROCEEDS - ----------- ---- ------- ------------- ML Basic Value Fund Sale -26,220 -519,479 ML Capital Fund Sale -28,739 -773,795 CMA Money Fund Purchase 2,900,245 2,900,245 CMA Money Fund Sale -2,773,062 -2,773,062 ML Ready Asset Trust Sale -544,215 -544,215 CMA Money Fund Purchase 865,097 865,097 CMA Money Fund Sale -878,240 -878,240 Putnam Health Sciences Purchase 17,744 479,453 Putnam Voyager Purchase 81,534 747,666 George Putnam Fund Purchase 39,949 546,503 - 9 - Page 12 of 12 -----END PRIVACY-ENHANCED MESSAGE-----