-----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, ApIb1I7fcdRAEQyDCfdDHFetKbhJPoQYlGGtLvTzs9yBsmYQDOhblICwV4bWpHpL n5iJSxDn+zbAUKOPGyBicQ== 0001005477-97-001746.txt : 19970627 0001005477-97-001746.hdr.sgml : 19970627 ACCESSION NUMBER: 0001005477-97-001746 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970626 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: 97630633 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 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 31, 1996 _______ 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 43rd 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 as of December 31, 1996, and December 31, 1995. Statement of changes in net assets available for plan benefits for each of the years ending December 31, 1996, and 1995. Notes to financial statements. Schedule I - Supplemental schedule of investments as of December 31, 1996. Schedule II - Supplemental schedule of reportable transactions for the year ended December 31, 1996. Schedule III - Supplemental schedule of changes in net assets by account for the year ended December 31, 1996. 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. MECHANICAL UNIONS SAVINGS TRUST By /s/ Marilyn A. Kelly ------------------------ Marilyn A. Kelly Administrative Trustee Dated: June 25, 1997 MECHANICAL UNIONS SAVINGS TRUST FINANCIAL STATEMENTS AS OF DECEMBER 31, 1996 AND 1995 TOGETHER WITH AUDITOR'S REPORT TABLE OF CONTENTS Accountant's 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 JAMES J. GARRITY CERTIFIED PUBLIC ACCOUNTANT P.O. BOX 448 733 NEPONSET STREET NORWOOD, MASSACHUSETTS 02062 (617) 769-5522 o (FAX) 769-4061 REPORT OF INDEPENDENT PUBLIC ACCOUNTANT To the Administrative Trustees of the Mechanical Unions Savings Trust: I have audited the accompanying Statements of Net Assets Available for Plan Benefits of the Mechanical Unions Savings Trust (the Plan) as of December 31, 1996 and 1995, 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. My responsibility is to express an opinion on these financial statements and schedules based on my audits. I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I 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. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the 1996 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, 1996, and the changes in net assets available for plan benefits for the year then ended, in conformity with generally accepted accounting principles. My audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of investments, 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 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 my audits of the basic financial statements and, in my opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. /s/ James J. Garrity CPA Norwood, Massachusetts June 23, 1997 -1- MECHANICAL UNIONS SAVINGS TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1996 and 1995 1996 1995 ---- ---- ASSETS: Investments, at contract or market value Fixed Interest Fund $ 9,378,965 $10,058,189 Growth Stock Fund 7,035,832 5,534,488 Diversified Bond Fund 426,626 338,356 Money Market Fund 928,250 855,036 Indexed Stock Fund 3,181,655 2,096,844 Government Securities Fund 399,022 446,703 Balanced Fund 2,156,317 1,617,794 New York Times Stock Fund 447,300 456,763 Aggressive Growth Fund 981,166 -- Select International Equity Fund 350,675 -- Fidelity Advisor Equity Growth Fund 1,300,954 -- Other Investment Funds 800 1,581 ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $26,587,562 $21,405,754 =========== =========== The accompanying notes are an integral part of these financial statements. -2- MECHANICAL UNIONS SAVINGS TRUST STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS For the years ended December 31, 1996 1995 ---- ---- NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year $ 21,405,754 $ 15,944,068 ADD (DEDUCT): Participant contributions, net of refunds 3,601,500 3,448,650 Employer Contributions 125,000 -- Employee rollovers, net 32,844 76,909 Investment income 647,920 636,920 Net realized/unrealized gains (losses) 2,323,278 2,169,001 Contractual and professional fees ( 45,995) ( 43,561) Benefits paid ( 704,077) ( 364,061) In-service withdrawal ( 290,844) ( 246,925) Hardship withdrawal ( 307,386) ( 215,247) Transfers ( 200,432) -- ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 26,587,562 $ 21,405,754 ============ ============ The accompanying notes are an integral part of these financial statements. -3- MECHANICAL UNIONS SAVINGS TRUST NOTES TO FINANCIAL STATEMENTS December 31, 1996 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 eleven investment options: 1. Fixed Interest Fund This fund invests primarily in investment grade fixed-income securities with emphasis on public bonds, private placements and commercial 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 First Allmerica's General Account. The General Account is an investment -4- MECHANICAL UNIONS SAVINGS TRUST NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 1996 NOTE A - DESCRIPTION OF THE PLAN - (Continued) 1. Fixed Interest Fund (Continued) account established and maintained for all assets of First Allmerica Financial Life Insurance Company not specifically directed to other investment funds, and, as such, is subject to the general creditors of First Allmerica Financial Life Insurance Company. 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 commercial 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-quarters 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- MECHANICAL UNIONS SAVINGS TRUST NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 1996 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 Allmerica'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. 9. Aggressive Growth Fund This fund invests primarily in common stock and other equity-type investments, and is managed by Nicholas-Applegate Capital Management. The fund's primary objective is to provide strong investment returns by investing in small to medium-sized emerging growth companies. Neither the principal nor investment earnings are guaranteed under this fund. 10. Select International Equity Fund This fund invests primarily in common stocks and other equity-type investments of established non-U.S. companies, and is managed by Bank of Ireland Asset Management. The fund's objective is to seek strong returns in companies expected to benefit from global economic trends. Neither the principal nor investment earnings are guaranteed under this fund. 11. Fidelity Advisor Equity Growth Fund This fund invests primarily in common stocks and other equity-type investments of companies with above average growth characteristics, and is managed by Fidelity Investments. The fund's objective is to seek companies with above average growth characteristics such as sales and earnings. Neither the principal nor investment earnings are guaranteed under this fund. -6- MECHANICAL UNIONS SAVINGS TRUST NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 1996 NOTE A - DESCRIPTION OF THE PLAN - (Continued) Vesting Participants are 100% vested in their contributions and any earnings on their investment account balances. In-Service 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). If a hardship withdrawal is taken the participant will be suspended from making salary savings contributions to this or any other plan maintained by his employer for one year. After age 59 1/2, even if still employed, a participant may request a withdrawal for any reason. Contributions to the plan are not required to be suspended in this situation. 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. Distribution is made in a lump-sum payment equal to the value of the participant's account. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING ISSUES 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. 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. Contract value at December 31, 1996 and 1995 approximates market value. 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. -7- MECHANICAL UNIONS SAVINGS TRUST SUPPLEMENTAL SCHEDULE OF INVESTMENTS as of December 31, 1996 GUARANTEED ACCUMULATION FUNDS Contract/ Market Cost Value ---------- ---------- Allmerica Financial: Fixed Interest Fund- #G01-004, 7.15%, due 12/31/96 $1,690,145 $1,690,145 #G01-007, 4.51%, due 12/31/97 636,475 636,475 #G02-001, 9.00%, due 12/31/96 2,026,570 2,026,570 #G05-001, 6.45%, due 6/30/98 1,222,753 1,222,753 #G05-003, 7.65%, due 6/30/00 1,427,593 1,427,593 #G05-004, 5.95%, due 6/30/99 795,856 795,856 #G05-005, 5.35%, due 12/31/99 849,643 849,643 #G05-006, 5.65%, due 06/30/99 729,930 729,930 ---------- ---------- Total guaranteed accumulation funds $9,378,965 $9,378,965 ---------- ---------- INVESTMENT ACCOUNTS Units ----- Allmerica Financial: Growth Stock Fund 6,560 $7,035,832 Diversified Bond Fund 540 426,626 Money Market Fund 2,812 928,250 Indexed Stock Fund 8,240 3,181,655 Government Securities Fund 2,899 399,022 Balanced Fund 12,388 2,156,317 Aggressive Growth Fund 6,327 981,166 Select International Equity Fund 2,519 350,675 Fidelity Advisor Equity Growth Fund 8,614 1,300,954 Other Investment Funds 28 800 New York Times Stock Fund 19,063 447,300 ----------- Total investment accounts $17,208,597 ----------- Total investments $26,587,562 =========== The accompanying notes are an integral part of these financial statements. -8- SCHEDULE II MECHANICAL UNIONS SAVINGS TRUST SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS For the year ended December 31, 1996 Description of Total Cost Total Sales Description of Assets Transactions of Purchases Proceeds - --------------------- -------------- ------------ ---------- Fixed Interest Fund (1) Various: 3.89% - 9.0% 789 purchases $ 8,104,175 1,489 sales $ 8,945,577 Growth Stock Fund (1) 232 purchases of 153,739 units $ 1,493,001 53 sales of 32,202 units $ 317,567 Indexed Stock Fund 236 purchases of 331,007 units $ 1,148,441 22 sales of 26,295 units $ 89,387 Aggressive Growth Fund 346 purchases of 83,262 units $ 1,229,206 23 sales of 18,455 units $ 274,136 Fidelity Advisor Equity Fund 410 purchases of 92,902 units $ 1,279,321 12 sales of 2,895 units $ 41,834 New York Times (2) 0 purchases $ -- 36 sales of 6,039 units $ 110,882 (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- MECHANICAL UNIONS SAVINGS TRUST SUPPLEMENTAL SCHEDULE OF CHANGES IN NET ASSETS BY ACCOUNT For the year ended December 31, 1996
Fixed Growth Money Indexed Agressive International Interest Stock Diversified Market Stock Growth Equity Fund Fund Bond Fund Fund Fund Fund Fund ---- ---- --------- ---- ---- ---- ---- BALANCE, beginning of year $10,058,189 $5,534,488 $338,356 $855,036 $2,096,844 $430 $305 ADD (DEDUCT): Transfers, net (1,235,284) (303,789) 448 (123,270) 56,770 740,399 185,485 Participants contributions 683,335 966,178 83,651 111,256 555,375 209,051 123,683 Employer contributions 0 0 0 125,000 0 0 0 Employee rollovers, net 10,000 10,540 0 0 9,731 1,286 1,286 Investment income 647,340 238 13 28 105 35 11 Net realized/unrealized gain 0 1,115,007 11,674 40,168 520,219 49,582 40,371 Contractual and professional fees (18,978) (12,620) (827) (1,352) (4,331) (1,232) (394) Benefits paid (444,001) (121,320) 0 (61,726) (29,838) 0 0 In-service withdrawal (257,520) (8,410) (854) (10,289) (367) 0 0 Hardship withdrawal (64,116) (144,480) (5,835) (6,601) (22,853) (18,385) (72) ----------- ---------- -------- -------- ---------- -------- -------- BALANCE, end of year $ 9,378,965 $7,035,832 $426,626 $928,250 $3,181,655 $981,166 $350,675 =========== ========== ======== ======== ========== ======== ========
Fidelity Government Other New York Growth Securities Balanced Investment Times Fund Fund Fund Funds Fund Total ---- ---- ---- ----- ---- ----- BALANCE, beginning of year $90 $446,703 $1,617,794 $756 $456,763 $21,405,754 ADD (DEDUCT): Transfers, net 741,027 (136,863) (12,950) (898) (111,506) ($200,431) Participants contributions 464,956 91,485 311,730 800 0 $3,601,500 Employer contributions 0 0 0 0 0 $125,000 Employee rollovers, net 0 0 0 0 0 $32,843 Investment income 42 14 73 6 15 $647,920 Net realized/unrealized gain 117,083 11,330 312,953 136 104,755 $2,323,278 Contractual and professional fees (1,789) (723) (3,124) 0 (625) ($45,995) Benefits paid (7,656) (6,829) (32,426) 0 (281) ($704,077) In-service withdrawal 0 0 (13,404) 0 0 ($290,844) Hardship withdrawal (12,799) (6,095) (24,329) 0 (1,821) ($307,386) ---------- -------- ---------- ---- -------- ----------- BALANCE, end of year $1,300,954 $399,022 $2,156,317 $800 $447,300 $26,587,562 ========== ======== ========== ==== ======== ===========
-10- CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT THE NEW YORK TIMES COMPANY: I consent to the incorporation by reference in Registration Statement No. 33-50459 on Form S-8 of my report dated June 23, 1997, on my audit of the financial statements and supplemental schedules of the Mechanical Unions Savings Trust as of December 31, 1996 and 1995 and for years then ended, which report is included in this Annual Report on Form 11-K. /s/ James J. Garrity CPA - ------------------------ JAMES J. GARRITY, CPA Norwood, Massachusetts June 24, 1997 -----END PRIVACY-ENHANCED MESSAGE-----