-----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, K2xHIuDM6wyCtKXuR02d9mI7JykhUzZu8/mg3y+QgtkrYziheP5ak74+sDLWd05I 5U4EkiTBkC8eEqsinc2UbA== 0000950112-96-002195.txt : 19960629 0000950112-96-002195.hdr.sgml : 19960629 ACCESSION NUMBER: 0000950112-96-002195 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960627 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: 96587244 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 ANNUAL REPORT 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, 1995 ---------- 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) 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 31, 1995, and December 31, 1994. A statement of changes in net assets available for plan benefits for each of the years ended December 31, 1995, 1994 and 1993. Accompanying notes for the financial statements. Schedules of reportable transactions for the years ended December 31, 1995 and December 31, 1994. 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/ Cathryn C. Lewis ------------------------------- Cathryn C. Lewis Administrative Trustee Dated: June 27, 1996 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN FINANCIAL STATEMENTS FOR THE PERIODS ENDED DECEMBER 31, 1995, 1994, AND 1993 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN DECEMBER 31, 1995 AND 1994 TABLE OF CONTENTS Independent Auditors Report 1 Statement of Net Assets Available For Plan Assets 2 Statement of Changes In Net Assets Available For Plan Assets 3 Notes to The Financial Statements 4-7 Reportable Transactions 8 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, 1995 and 1994, and the related statement of changes in net assets available for plan benefits for the years ended December 31, 1995, 1994, and 1993. 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, 1995 and 1994 and changes in net assets available for plan benefits for the years ended December 31, 1995, 1994, and 1993 in conformity with generally accepted accounting principles. /s/John M. Hoffman & Associates - --------------------------------- John M. Hoffman & Associates CPAs Boston, Massachusetts June 6, 1996 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
1995 1994 ---- ---- ASSETS INVESTMENTS AT FAIR MARKET VALUE (notes B and C) Mutual Funds: Money Market $ 553,465 $ 408,096 U.S. Government 758,952 619,929 Common Stock 3,237,277 2,008,600 Common Stock Sector 6,244,473 3,560,600 Growth Fund 132,712 0 Equity securities 1,728,748 1,243,132 ----------- ----------- Total Investments $12,655,627 $ 7,840,357 RECEIVABLES Participant loans - Note F 198,942 190,313 ----------- ----------- 198,942 190,313 Cash and equivalents 4,042 0 ----------- ----------- Total Assets $12,858,611 $ 8,030,670 PAYABLES Administrative Expenses 0 4,232 ----------- ----------- 0 4,232 ----------- ----------- Net assets available for plan benefits $12,858,611 $ 8,026,438 =========== ===========
2 See Accountants' Review Report and notes to the financial statements. BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994 AND 1993
1995 1994 1993 ---- ---- ---- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment Income Realized gains/(losses) $ 93,170 $ 36,586 $ 176,370 Change in net unrealized appreciation/depreciation in assets 2,299,964 (406,049) 362,844 Dividends 634,513 317,853 267,666 Interest 14,666 10,057 7,496 Cash Earnings 35 0 0 ------------ ------------ ------------ 3,042,348 (41,553) 814,376 Employee contributions 2,099,859 1,802,901 1,563,649 Other Income (Note I) 4,232 ------------ ------------ ------------ Total Additions $ 5,146,439 $ 1,761,348 $ 2,378,025 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants 310,745 370,256 104,651 Administrative expenses 3,521 12,042 19,576 ------------ ------------ ------------ Total Deductions 314,266 382,298 124,227 ------------ ------------ ------------ NET INCREASE 4,832,173 1,379,050 2,253,798 NET ASSETS AVAILABLE FOR PLAN BENEFITS BEGINNING OF YEAR 8,026,438 6,647,388 4,393,590 ------------ ------------ ------------ END OF YEAR $ 12,858,611 $ 8,026,438 $ 6,647,388 ============ ============ ============
3 See Accountants' Review Report and notes to the financial statements. BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN ACCOMPANYING NOTES FOR 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 FUND A - New York Times Stock Fund FUND B - Putnam Health Sciences Trust FUND C - Putnam Voyager Fund FUND D - Putnam Vista Fund FUND E - The George Putnam Fund of Boston FUND F - Putnam U.S. Government Income Trust FUND G - Putnam Money Market Fund FUND H - Putnam New Opportunities Fund (Available 9/12/95) 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. 4 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN ACCOMPANYING NOTES FOR THE FINANCIAL STATEMENTS, Continued A. DESCRIPTION OF THE PLAN, (Cont.) 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, 1995 # of Shares Fair Value ----------- ---------- Mutual Funds: Money Market 553,470 553,465 U.S. Government 57,539 758,952 Aggressive Growth Fund 3,592 132,712 Common Stock 252,040 3,237,277 Common Stock Sector 334,133 6,244,473 Equity securities: New York Times Co. 54,227 1,606,486 AT & T Corp. 1,888 122,262 ------------ Total Investments at Fair Value $12,655,627 ===========
Net Change in Fair Value
Year Ended December 31, 1995 ----------------- Mutual Funds: U.S. Government 60,191 Common Stock 458,974 Common Stock Sector 1,361,295 Aggressive Growth Fund 9,567 Equity securities 409,936 ---------- Net change in Fair Value $2,299,963 ==========
5 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN ACCOMPANYING NOTES FOR 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 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 $198,942 and $190,313 as of December 31, 1995 and 1994 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 31, 1995 1994 Net Assets per Form 5500 $ 12,858,611 $ 8,030,670 Expenses Payable -0- (4,232) ---------- --------- Net Assets $ 12,858,611 $ 8,026,438 ============ ===========
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. 6 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN ACCOMPANYING NOTES FOR THE FINANCIAL STATEMENTS, Continued I. EXPENSES OF THE PLAN Essentially all expenses incurred during 1995 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 during 1995 in the administration of the Plan totaled $20,806. During 1995 the BGEA/Boston Globe Taft-Hartley Health Fund also paid expenses incurred by the fund in 1994 which totaled $4,232. 7 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENT REPORTABLE TRANSACTIONS FOR THE YEAR ENDED 12/31/95
DESCRIPTION TYPE SHARES COST/PROCEEDS - ----------- ---- ------ ------------- Putnam Voyager Purchase 86,080 861,750.45 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 EX-23 2 CONSENT OF INDEPENDED AUDITORS 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, 1996, on our audits of the statements of net assets available for plan benefits of the BGEA/Boston Globe Employee Savings Plan as of December 31, 1995 and 1994 and the related statement of changes in net assets available for plan benefits for the years ended December 31, 1995, 1994 and 1993, which report is included in this Annual Report on Form 11-K. /s/ JOHN M. HOFFMAN & ASSOCIATES - --------------------------------- JOHN M. HOFFMAN & ASSOCIATES CPAS Boston, Massachusetts June 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----