-----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, OsqDHw8uxEERWTviliLtd5tMvRNlS68boPg0Z+b6zGk0FaZTS/AAgOS9MmkXwrC3 KE8JAuOCm/4JaOeiyzncLg== 0001005477-97-001747.txt : 19970627 0001005477-97-001747.hdr.sgml : 19970627 ACCESSION NUMBER: 0001005477-97-001747 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: 97630635 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 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 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 for the years ended December 31, 1996, and December 31, 1995. A statement of changes in net assets available for plan benefits for each of the years ended December 31, 1996, 1995 and 1994. Accompanying notes for the financial statements. Schedule of assets held for investment purposes. Schedules of reportable transactions for the years ended December 31, 1996 and December 31, 1995. 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 26, 1997 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN FINANCIAL STATEMENTS FOR THE PERIODS ENDED DECEMBER 31, 1996, 1995 AND 1994 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN DECEMBER 31, 1996 AND 1995 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 4-7 SUPPLEMENTAL SCHEDULES: Schedule of Assets Held for Investment Purposes 8-9 December 31, 1996 Reportable Transactions for the Year Ended December 31,1996 10 [Letterhead of Hoffman & Manning] 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, 1996 and 1995, and the related statement of changes in net assets available for plan benefits for the years ended December 31, 1996, 1995, and 1994. 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, 1996 and 1995 and changes in net assets available for plan benefits for the years ended December 31, 1996, 1995 and 1994 in conformity with generally accepted accounting principles. /s/ Hoffman & Manning - --------------------- Hoffman & Manning, CPAs Boston, Massachusetts May 29, 1997 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1996 AND 1995 ASSETS 1996 1995 ------ ---- ---- Investments , at fair market value (Note C) $16,613,028 $12,655,627 Cash & Cash Equivalents 0 4,042 Participants' notes receivable 263,948 198,942 ----------- ----------- 16,876,976 12,858,611 LIABILITIES ----------- Administrative Expenses Payable 0 0 ----------- ----------- 0 0 Net assets available for Plan benefits $16,876,976 $12,858,611 =========== =========== The accompanying notes are an integral part of these financial statements. 2 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1996, 1995, AND 1994
1996 1995 1994 ----------- ----------- ----------- Additions: Participants' contributions $ 2,829,283 $ 1,980,480 $ 1,802,901 Rollover contributions 473,502 119,378 0 Employers' contributions 248,855 0 0 Interest and dividend income 912,235 649,215 327,910 Other Income 4,232 Net appreciation/(depreciation) in fair value of investments 1,114,922 2,393,134 (369,463) ----------- ----------- ----------- Total additions 5,578,797 5,146,439 1,761,348 Deductions: Benefits paid to participants 1,391,014 310,745 370,256 Direct trustee to trustee transfers 161,015 0 0 Administrative fees 8,403 3,521 12,042 ----------- ----------- ----------- Total deductions 1,560,432 314,266 382,298 ----------- ----------- ----------- Net increase 4,018,364 4,832,173 1,379,050 Net assets available for Plan benefits, beginning of year 12,858,611 8,026,438 6,647,388 ----------- ----------- ----------- Net assets available for Plan benefits, end of year $16,876,976 $12,858,611 $ 8,026,438 =========== =========== ===========
The accompanying notes are an integral part of these financial statements. 3 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 LOAN FUND - Participant Loans Fund 4 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN ACCOMPANYING NOTES FOR THE FINANCIAL STATEMENTS, Continued A. DESCRIPTION OF THE PLAN, (Cont.) 4. MATCHING. During 1996 the Company matched 25% of employee contributions up to a maximum of 4% of compensation 5. VESTING. Participants are immediately vested in their voluntary contributions and actual earnings thereon. Participants vest in the employer matching sharing contributions at a rate of 25% after one year of service, of 75% after two years of service, of 100% after three years of service. 6. 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 FOR THE FINANCIAL STATEMENTS, Continued 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, 1996 ----------------- # of Shares Fair Value ----------- ---------- Mutual Funds: Money Market 534,263 $ 534,263 U.S. Government 69,975 897,787 Aggressive Growth Fund 23,113 936,675 Common Stock 325,558 4,442,323 Common Stock Sector 385,484 7,660,536 Equity securities: New York Times Co. 53,449 2,031,043 AT & T Corp. 1,813 78,858 Lucent Technologies 682 31,543 ----------- Total Investments at Fair Value $16,613,028 =========== Net Change in Fair Value Year Ended December 31, 1996 ----------------- Mutual Funds: U.S. Government (19,414) Common Stock 280,365 Common Stock Sector 399,125 Aggressive Growth Fund 8,133 Equity securities 416,713 ----------- Net change in Fair Value $ 1,084,922 =========== 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. 6 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN ACCOMPANYING NOTES FOR THE FINANCIAL STATEMENTS, Continued 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 $263,948 and $198,942 as of December 31, 1996 and 1995 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, ------------ 1996 1995 ---- ---- Net Assets per Form 5500 $ 16,876,976 $ 12,858,611 Expenses Payable -0- -0- ------------ ------------ Net Assets $ 16,876,976 $ 12,858,611 ============ ============ 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 in the administration of the Plan totaled $20,000 in 1996 and $20,806 in 1995. 7 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENT SUPPLEMENTAL SCHEDULES Item 27a - Schedule of Assets Held for Investment Purposes.
(a) (b) (c) (d) (e) - ----- ------------------ -------------------------------------- ---------- ---------- Identity of Issuer Description Ending Cost Current of Investment Units Value - ----- ------------------ -------------------------------------- ---------- ---------- Putnam The George Putnam 174,650 $2,558,205 $2,864,262 Investments* Fund of Boston Putnam Putnam Vista 151,011 1,353,514 1,578,061 Investments* Fund Putnam Putnam Voyager 337,513 4,351,165 5,440,704 Investments* Fund Putnam Putnam New 23,054 925,367 936,675 Investments* Opportunities Fund Putnam Putnam Money 534,263 534,263 534,263 Investments Market Fund Putnam Putnam Health 48,017 1,594,724 2,219,833 Investments* Sciences Trust
* This investment represents 5% or more of the Plan's Net Assets 8 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENT SUPPLEMENTAL SCHEDULES Item 27a - Schedule of Assets Held for Investment Purposes.
(a) (b) (c) (d) (e) - ----- ------------------ ----------------------------------------------------- ------------ ------------ Identity of Issuer Description Ending Cost Current of Investment Units Value - ----- ------------------ ----------------------------------------------------- ------------ ------------ Putnam Putnam US 69,976 $ 913,946 $ 897,787 Investments * Government Income New York Common 53,448 1,252,137 2,031,043 Times Stock Lucent Common 682 30,025 31,543 Technologies Stock AT&T Common 1,813 81,139 78,858 Corp Stock Participant Participant Loans with Loans Interest Rates ranging from 6.0% to 10.0% N/A 263,947 263,947 ----------- ----------- Total Plan Assets $13,858,432 $16,876,976 =========== ===========
* This investment represents 5% or more of the Plan's Assets 9 BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENT SUPPLEMENTAL SCHEDULES Reportable Transactions FOR THE YEAR ENDED 12/31/96 DESCRIPTION TYPE SHARES COST/PROCEEDS - ----------- ---- ------ ------------- Putnam Voyager Purchase 92,894 1,537,273 Putnam Voyager Sales 47,517 (788,861) George Putnam Fund Purchase 62,168 1,002,172 FOR THE YEAR ENDED 12/31/95 DESCRIPTION TYPE SHARES COST/PROCEEDS - ----------- ---- ------ ------------- Putnam Voyager Purchase 86,080 861,750 10 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 May 29, 1997, 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, 1996 and 1995 and the related statement of changes in net assets available for plan benefits for the years ended December 31, 1996, 1995 and 1994, which report is included in this Annual Report on Form 11-K. /s/ Hoffman & Manning - ----------------------- HOFFMAN & MANNING CPAS Boston, Massachusetts June 24, 1997 -----END PRIVACY-ENHANCED MESSAGE-----