Registration No.
As filed with the Securities and Exchange Commission on August 2, 1996
========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________________
THE NEW YORK TIMES COMPANY
(Exact name of issuer as specified in its charter)
New York 13-1102020
(State or Other (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
229 West 43d Street
New York, New York 10036
(212) 556-1234
(Address and telephone number of principal executive offices)
THE NEW YORK TIMES COMPANY
DEFERRED EXECUTIVE COMPENSATION PLAN
(Full title of Plan)
Laura J. Corwin,
Secretary
The New York Times Company
229 West 43d Street
New York, New York 10036
(212) 556-1234
(Name, address and telephone number of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
<TABLE><CAPTION>
===============================================================================================================
Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered/ Registered Share Price// Registration Fee
<S> <C> <C> <C> <C>
Deferred Compensation Obligations . . . $41,688,653 100% $41,688,653 $14,375.40
=============================================================================================================
</TABLE>
1. The Deferred Compensation Obligations are unsecured obligations of The
New York Times Company to pay deferred compensation in the future in
accordance with the terms of The New York Times Company Deferred Executive
Compensation Plan.
2. Estimated solely for purposes of determining the registration fee.
<PAGE>
PART I
A prospectus setting forth the information required by Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1)(i).
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have heretofore been filed by The New York
Times Company (the "Company") (File No. 1-5837) with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "1934 Act"), are incorporated by reference herein and shall be
deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995; and
2. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1996.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a post-
effective amendment to this registration statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
registration statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
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enumerated above or subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act in each year during which the
offering made by this registration statement is in effect prior to the filing
with the Commission of the Company's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
registration statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
The securities being registered under this registration statement consist
of obligations (the "Obligations") of the Company to pay compensation deferred
by eligible employees under the terms of The New York Times Company Deferred
Executive Compensation Plan (the "Plan"). Subject to the provisions of the
Plan, an eligible employee may enter into an agreement with the Company
providing for the deferral of the payment of a specified portion or amount of
compensation payable by the Company to the eligible employee. The amount
ultimately payable to the eligible employee in
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respect of such a deferral election will be adjusted to reflect the investment
experience of one or more of the benchmarks designated under the Plan and
selected by the eligible employee. Such amounts are payable to the employee
commencing on the date designated by the employee in accordance with the terms
of the Plan, in 10 substantially equal installments, unless the employee elects
to be paid in a single lump sum or in substantially equal annual installments
over 5 or 15 years, provided, however, that payment of employees' deferred
amounts will be accelerated and paid in a single lump sum on certain events,
such as a change in control of the Company or the employee's death, and may also
be accelerated upon a termination of the Plan, and, provided, further, that the
Plan administrator may elect to pay a participant's deferred amounts in a single
lump sum upon certain events, such as termination of employment, disability or
death. An employee's rights to and under the Obligations cannot be assigned,
alienated, sold, garnished, transferred, pledged or encumbered, except by way of
transfer to the employee's beneficiary or estate upon the employee's death,
pursuant to the terms of the Plan.
The Obligations are unsecured general obligations of the Company which rank
pari passu with other unsecured and unsubordinated indebtedness of the Company
that may be outstanding from time to time. No sinking fund has or will be
established with respect to the Obligations. The Obligations are not subject to
redemption, in whole or in part, prior to the payment dates applicable under the
Plan and the Obligations are not convertible into another security of the
Company. The Company reserves the right to amend or terminate the Plan at any
time, except that no such amendment or termination shall adversely affect the
rights of employees with respect to amounts deferred prior to such amendment or
termination. In the event the Plan is terminated, the Company may decide, in
its sole discretion, to either pay the Obligations as they come due in
accordance with the employees' initial elections or pay the Obligations
immediately upon the termination of the Plan.
Except as stated above, the Obligations do not enjoy the benefit of any
affirmative or negative pledges or covenants by the Company. Although the
Company has established a grantor trust to fund the payment of the Obligations
(the "Trust"), the Company retains discretion to determine the amount and timing
of its contributions to the Trust and the assets of the Trust are subject to the
claims of the Company's creditors. The trustee of the Trust is required to
administer the Trust in accordance with its terms, but the trustee's obligations
and authority are limited to the amounts which may be held in the Trust from
time to time and the trustee is subject to the direction of the Company with
respect to the payment Obligations. Accordingly, the trustee of the Trust does
not have any independent obligation or authority to act on behalf of any
employee and each employee will be responsible for acting on his or her own
behalf with respect to, among other things, the giving of notices, responding to
requests for consents, waivers or amendments, enforcing covenants and taking
action upon default.
Item 5. Interests of Named Experts and Counsel.
The legality of the Obligations offered pursuant to this registration
statement has been passed upon for the Company by Solomon B. Watson IV, Vice
President and General Counsel of the Company, 229 West 43d Street, New York, New
York 10036. Mr. Watson is an officer of the Company, a holder of Obligations
under the Plan and a holder of shares (and options to purchase shares) of common
stock of the Company.
Item 6. Indemnification of Directors and Officers.
Under the Company's by-laws, any individual made or threatened to be made a
party to any civil or criminal action or proceeding by reason of the fact that
the individual or the individual's
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testator or intestate is or was a director or officer of the Company, or served
any other corporation or entity of any type or kind, domestic or foreign, in any
capacity, at the request of the Company, shall be indemnified against judgments,
fines, amounts paid in settlement and other liabilities expenses, to the full
extent permitted by law.
The indemnification provided in the Business Corporation Law of New York is
not exclusive of any other rights to which a director or officer may be
entitled, whether contained in the certificate of incorporation or by-laws or,
when authorized by the certificate of incorporation or by-laws, a stockholders'
or directors' resolution or an indemnification agreement, except that no
indemnification may be made in any case if a judgment or other final
adjudication adverse to the director or officer establishes that the officer's
or director's acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that the officer or director personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "1933 Act"), may be permitted to officers and directors
of the Company pursuant to the above-mentioned by-laws and statute, the Company
has been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the 1933 Act, and is, therefore,
unenforceable. In the event that a claim for such indemnification (except
insofar as it provides for payment by the Company of expenses incurred or paid
by a director or officer in the successful defense of any action, suit or
proceeding) is asserted against the Company by a director or officer and the
Commission is still of the same opinion, the Company will, unless the matter
has, in the opinion of its counsel, been adjudicated by precedent deemed by it
to be controlling, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in the
1933 Act and will be governed by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index on page 9.
Item 9. Undertakings.
The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement;
(b) That, for the purpose of determining any liability under the 1933 Act,
each post-effective amendment to this registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
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<PAGE>
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering; and
(d) That, for purposes of determining any liability under the 1933 Act,
each filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Company certifies that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused the registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, and the State of New York, on August 2, 1996.
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THE NEW YORK TIMES COMPANY
By:/s/ Laura J. Corwin
-------------------------------------
Laura J. Corwin
Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Laura J. Corwin as his or her true
and lawful attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him or her in his or her name, place and stead, in any and
all capabilities, to sign any and all amendments to this registration statement,
including any and all post-effective amendments, and any and all documents in
connection therewith, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Commission granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes and as he or she might or could
do in person, and hereby ratifies, approves and confirms all that his or her
said attorney-in-fact and agent, or his or her substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the 1933 Act, the registration statement
has been signed below by the following persons in the capacities and on the
dates indicated:
Signature Title Date
- --------- ----- ----
/s/ Arthur Ochs Sulzberger Chairman (Chief August 2, 1996
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Arthur Ochs Sulzberger Executive Officer),
Director
/s/ John F. Akers Director August 2, 1996
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John F. Akers
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/s/ Diane P. Baker Senior Vice August 2, 1996
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Diane P. Baker President, Chief
Financial Officer
(Principal Financial
Officer)
/s/ Richard L. Gelb Director August 2, 1996
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Richard L. Gelb
/s/ Louis V. Gerstner, Jr. Director August 2, 1996
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Louis V. Gerstner, Jr.
/s/ Marian S. Heiskell Director August 2, 1996
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Marian S. Heiskell
/s/ A. Leon Higginbotham, Jr. Director August 2, 1996
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A. Leon Higginbotham, Jr.
/s/ Ruth S. Holmberg Director August 2, 1996
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Ruth S. Holmberg
/s/ Robert A. Lawrence Director August 2, 1996
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Robert A. Lawrence
/s/ George B. Munroe Director August 2, 1996
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George B. Munroe
/s/ Charles H. Price II Director August 2, 1996
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Charles H. Price II
/s/ Lance R. Primis President (Chief August 2, 1996
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Lance R. Primis Operating Officer)
/s/ George L. Shinn Director August 2, 1996
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George L. Shinn
/s/ Donald M. Stewart Director August 2, 1996
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Donald M. Stewart
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/s/ Stuart Stoller Vice President, August 2, 1996
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Stuart Stoller Corporate Controller
(Principal Accounting
Officer)
/s/ Judith P. Sulzberger Director August 2, 1996
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Judith P. Sulzberger
/s/ William O. Taylor Director August 2, 1996
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William O. Taylor
/s/ Cyrus R. Vance Director August 2, 1996
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Cyrus R. Vance
-8-
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
4 - The New York Times Company Deferred Executive
Compensation Plan.
5 - Opinion of the Company's Vice President and General
Counsel as to the legality of the Obligations offered
under the Plan.
23(a) - Independent Auditors' Consent.
23(b) - Consent of Counsel (contained in the Opinion of the
Company's General Counsel, Exhibit 5 hereto.)
24 - Power of Attorney (included on the signature page).
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EXHIBIT 4
THE NEW YORK TIMES COMPANY
Deferred Executive Compensation Plan
Article I - Introduction
1.1 Purpose of Plan. The Employer has adopted the Plan set forth herein to
provide a means by which certain employees may elect to defer receipt of
designated percentages or amounts of their Compensation.
1.2 Status of Plan. The Plan is intended to be "a plan which is unfunded and
is maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees"
within the meaning of Sections 201(2) and 301(a)(3) of the Employee Retirement
Income Security Act of 1974 ("ERISA"), and shall be interpreted and administered
to the extent possible in a manner consistent with that intent.
Article II - Definitions
Wherever used herein, the following terms have the meanings set forth
below, unless a different meaning is clearly required by the context:
2.1 Account means, for each Participant, the account established for his or her
benefit under Section 5.1.
2.2 Change of Control means
(a) any individual, partnership, corporation (including a business trust),
joint stock company, trust, unincorporated association, joint venture or other
entity, or a government or any political subdivision or agency thereof (a
"Person") (or two or more Persons acting in concert), other than any descendent
(or any spouse thereof) of Iphigene Ochs Sulzberger (a "Family Member") or a
beneficiary or trustee (as the same may change from time to time) of a trust
over 50% of the individual beneficiaries of which are Family Members, acquiring
the power to elect a majority of the directors of the Company in a transaction
or series of transactions not approved in advance by a vote of at least three
quarters of the Continuing Directors (as defined below); or
(b) individuals who, as of the date hereof, constitute the Board (as of
the date hereof the "Continuing Directors") ceasing for any reason to constitute
at least a majority of the Board, provided that any person becoming a director
subsequent to the date hereof whose election, or a nomination for election by
the Company's shareholders, was approved in advance by a vote of at least three
quarters of the Continuing Directors (other than a nomination of an individual
whose initial assumption of office is in connection with an actual or threatened
solicitation with respect to the election or removal of the directors of the
Company, as such terms are used in Rule 14a-11 of the Regulation 14A promulgated
under the Exchange Act) shall be, for purposes of this Agreement, considered as
though such person were a Continuing Director; or
(c) approval by the stockholders of the Company of a reorganization,
merger, consolidation, liquidation or dissolution of the Company or of the sale
(in one transaction or a series of related transactions) of all or substantially
all of the assets of the Company other than a reorganization, merger,
consolidation, liquidation, dissolution or sale approved in advance by three
quarters of the Continuing Directors.
<PAGE>
2.3 Code means the Internal Revenue Code of 1986, as amended from time to time.
Reference to any section or subsection of the Code includes reference to any
comparable or succeeding provisions of any legislation which amends, supplements
or replaces such section or subsection.
2.4 Compensation means the annual bonus of the Participant and any portion such
Participant's salary that the ERISA Committee of the Board of Directors of the
Employer, in its sole discretion, may designate from time to time. The portion
of the salary included in Compensation shall be listed in Appendix A.
For purposes of the Plan, Compensation shall be determined before giving
effect to Elective Deferrals and other salary reduction amounts which are not
included in the Participant's gross income under Code Section 125, 401(k),
402(h) or 403(b).
2.5 Effective Date means July 1, 1994.
2.6 Election Form means the participation election form as approved and
prescribed by the Plan Administrator.
2.7 Elective Deferral means the portion of Compensation which is deferred by a
Participant under Article IV.
2.8 Eligible Employee means, on the Effective Date or on any Entry Date
thereafter, each employee of the Employer who is a participant in The New York
Times Company 1991 Executive Stock Incentive Plan.
2.9 Employer means The New York Times Company, any successor to all or a major
portion of the Employer's assets or business which assumes the obligations of
the Employer, and each other entity that is affiliated with the Employer which
adopts the Plan with the consent of the Employer.
2.10 ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time. Reference to any section or subsection of ERISA
includes reference to any comparable or succeeding provisions of any legislation
which amends, supplements or replaces such section or subsection.
2.11 Insolvent means either (i) the Employer is unable to pay its debts as they
become due, or (ii) the Employer is subject to a pending proceeding as a debtor
under the United States Bankruptcy Code.
2.12 Participant means any Eligible Employee who participates in the Plan in
accordance with Article 3.
2.13 Plan means The New York Times Company Deferred Executive Compensation Plan
and all amendments thereto.
2.14 Plan Administrator means the person, persons or entity designated by the
Employer under Article VIII to oversee the administration of the Plan and to
serve as the agent for "Company" with respect to the Trust as contemplated by
the agreement establishing the Trust. If no such person or entity is so serving
at any time, the Employer shall be the Plan Administrator.
2.15 Plan Year means the 12-month period beginning on January 1 and ending on
December 31 of each year, except for the first plan year which begins on July 1,
1994, and ends on December 31, 1994.
2.16 Total and Permanent Disability means the inability of a Participant to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months, and the permanence and degree of which shall be
supported by medical evidence satisfactory to the Plan Administrator.
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2.17 Trust means the trust established by the Employer that identifies the Plan
as a plan with respect to which assets are to be held by the Trustee.
2.18 Trustee means the trustee or trustees under the Trust.
2.19 Valuation Option means the performance of the investment funds listed in
Appendix B of the Plan.
Article III - Participation
3.1 Commencement of Participation
Any Eligible Employee who elects to defer part of his or her Compensation
in accordance with Article IV shall become a Participant in the Plan as of the
date such deferrals commence in accordance with such Article.
3.2 Continued Participation
A Participant in the Plan shall continue to be a Participant so long as any
amount remains credited to his or her Account.
Article IV - Elective Deferrals
4.1 Elective Deferrals
An individual who is an Eligible Employee on the Effective Date may, by
completing an Election Form and filing it with Plan Administrator by the end of
the first month following the Effective Date, elect to defer the receipt of a
percentage or dollar amount of one or more payments of Compensation for a period
of at least three Plan Years and on such terms as the ERISA Management Committee
may permit. Thereafter, any Eligible Employee may elect to defer the receipt of
a percentage or dollar amount of one or more payments of Compensation for a
period of at least three Plan Years and on such terms as the ERISA Management
Committee may permit, commencing with Compensation paid in the next succeeding
Plan Year, by completing an Election Form during the annual enrollment period
for the Plan as determined by the Plan Administrator. No Participant may defer
more than 100% of his or her Compensation for a Plan Year. A Participant's
Compensation shall be reduced in accordance with Participant's election
hereunder and amounts deferred hereunder shall be paid by the Employer to the
Trust as soon as administratively feasible and credited to the Participant's
Account as of the date the amounts are received by the Trustee.
4.2 Investment Election
An individual who is an Eligible Employee and elects to defer Compensation
under this Plan shall elect to have his or her Account valued based on the
Valuation Option represented by the performance of one or more of the investment
funds listed in Appendix B of the Plan. Such Appendix B may be amended at any
time by an action of the ERISA Management Committee. If a Participant does not
elect a Valuation Option for any portion of his or her Account, that portion
shall be valued based on the Valuation Option represented by the performance of
Fund A.
Article V - Accounts
5.1 Accounts
The Plan Administrator and/or the Record Keeper shall establish an Account
for each Participant reflecting his or her Elective Deferrals made for the
Participant's benefit together with any adjustments for income, gain or loss and
any payments from the Account. The Trustee will maintain and invest
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separate asset accounts corresponding to each Participant's Account. The Plan
Administrator and/or the Record Keeper shall establish sub-accounts for each
Participant that has more than one election in effect under Section 7.1 and such
other sub-accounts as are necessary for the proper administration of the Plan.
As of the last business day of each calendar quarter, the Plan Administrator
shall provide, or cause to be provided, the Participant with a statement of his
or her Account reflecting the income, gains and losses (realized and
unrealized), amounts of deferrals, fund transfers and distributions of such
Account since the prior statement.
5.2 Investments
The assets of the Trust shall be invested in such investments as the
Trustee shall determine. The Trustee may (but is not required to) consider the
Employer's or a Participant's investment preferences when investing the assets
attributable to a Participant's Account.
Article VI - Vesting
A Participant shall be immediately vested in, i.e., shall have a
----
nonforfeitable right to, all Elective Deferrals, and all income and gain
attributable thereto, credited to his or her Account.
Article VII - Payments
7.1 Election as to Time and Form of Payment
A Participant shall elect (on the Election Form used to elect to defer
Compensation under Article (IV) the date at which the Elective Deferrals
(including any earnings attributable thereto) will commence to be paid to the
Participant. Payments to Participants shall be paid in annual installments over
a period of 10 years commencing by March 15 immediately following the end of the
deferral period, the amount of each installment to equal the balance of his or
her Account immediately prior to the installment divided by the number of
installments remaining to be paid.
The above notwithstanding, a Participant may elect in writing to receive
his or hr Elective Deferrals in ne lump sum, in annual installments over a
period of five years, or in annual installments over a period of fifteen years,
so long as such election is made at least 13 months prior to the beginning of
the 10-year installment payments.
7.2 Change of Control
As soon as possible following a Change of Control of the Employer, each
Participant shall be paid his or her entire Account balance in a single lump
sum.
7.3 Termination of Employment or Disability
Upon termination of a Participant's employment for any reason other than
death, the Participant's Account shall be paid to the Participant in the form of
payment in effect at the time the disability or termination of employment
occurs; provided, however, that the Plan Administrator, in its sole discretion,
may pay out a Participant's Account balance in one lump sum.
7.4 Death
If a Participant dies prior to the complete distribution of his or her
Account, the balance of the Account shall be paid as soon as practicable to the
Participant's designated beneficiary or beneficiaries, in the form elected by
the Participant at the time of his or here death, provided, however, that the
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ERISA Management Committee and/or the Plan Administrator may, in their sole
discretion, pay out the balance of such Participant's Account in one lump sum.
Any designation of beneficiary and form of payment to such beneficiary
shall be made by the Participant on an Election Form filed with the Plan
Administrator and may be changed by the Participant at any time by filing
another Election Form containing the revised instructions. If no beneficiary
is designated or no designated beneficiary survives the Participant, payment
shall be made to the Participant's surviving spouse, or, if none, to his or her
issue per stirpes, in a single payment. If no spouse or issue survives the
Participant, payment shall be made in a single lump sum to the Participant's
estate.
7.5 Taxes
All federal, state or local taxes that the Plan Administrator determines
are required to be withheld from any payments made pursuant to this Article 7
shall be withheld.
Article VIII - Plan Administration
8.1 Plan Administration and Interpretation
The ERISA Management Committee shall oversee the administration of the
Plan, shall serve as the agent of "Company" with respect to the trust, and
shall appoint a Plan Administrator and/or Record Keeper for the day-to-day
operations of the Plan. Such Plan Administrator and/or Record Keeper shall be
listed in Appendix C to this Plan. The Committee shall have complete control
and authority to determine the rights and benefits under all claims, demands and
actions arising out of the provisions of the Plan of any Participant,
beneficiary, deceased Participant, or other person having or claiming to have
any interest under the Plan. The Committee shall have complete discretion to
interpret the Plan and to decide all matters under the Plan. Such
interpretation and decision shall be final, conclusive and binding on all
Participants and any person claiming under or through any Participant. Any
individual(s) serving on the Committee who is a Participant will not vote or act
on any matter relating solely to himself or herself.
8.2 Committee Powers, Duties, Procedures, Etc.
The Committee shall have such powers and duties, may adopt such rules and
tables, may act in accordance with such procedures, may appoint such agents, may
delegate such powers and duties may receive such reimbursement and compensation,
and shall follow such claims and appeal procedures with respect to the Plan as
it may establish.
8.3 Plan Administrator's Duties
The Plan Administrator shall be responsible for the day-to-day operations
of the Plan. His or her duties shall include, but not be limited to, the
following:
(a) Keeping track of employees eligible to participate in the Plan and the
date each employee becomes eligible to participate.
(b) Maintaining, or causing to be maintained by the Record Keeper,
Participants' Accounts, including all sub-accounts required for different
contribution types and payment elections made by Participants under the Plan and
any other relevant information.
(c) Transmitting, or causing to be transmitted by the Record Keeper,
various communications to the Participant and obtaining information from
Participants such as changes in investment selections.
(d) Filing reports required by various governmental agencies.
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When making a determination or calculation, the Plan Administrator and the
Record Keeper shall be entitled to rely on information furnished by a
Participant, a beneficiary, the Employer or the Trustee. The Plan Administrator
shall have the responsibility for complying with any reporting and disclosure
requirements of ERISA.
8.4 Information
To enable the Plan Administrator and/or Record Keeper to perform their
functions, the Employer shall supply full and timely information to the Plan
Administrator and/or Record Keeper on all matters relating to the compensation
of Participants, their employment, retirement, death, termination of
employment, and such other pertinent facts as the Plan Administrator and/or
Record Keeper may require.
8.5 Indemnification of Committee and Plan Administrator
The Employer agrees to indemnify and to defend to the fullest extent
permitted by law any officer(s) or employee(s) who serve on the Committee or as
Plan Administrator (including any such individual who formerly served on the
Committee or as Plan Administrator) against all liabilities, damages, costs and
expenses (including attorneys' fees and amounts paid in settlement of any claims
approved by the Employer) occasioned by any act or omission to act in connection
with the Plan, if such act or omission is in good faith.
Article IX - Amendment and Termination
9.1 Amendments
The Employer shall have the right to amend the Plan from time to time,
subject to Section 9.3 by an action of the ERISA Committee of the Board of
Directors of the Employer. However, the preceding notwithstanding, the ERISA
Management Committee shall have the power to amend at any time the payment
provisions under Article VII of the Plan.
9.2 Termination of Plan
This Plan is strictly a voluntary undertaking on the part of the Employer
and shall not be deemed to constitute a contract between the Employer and any
Eligible Employee (or any other employee) or a consideration for, or an
inducement or condition of employment for, the performance of the services by
any eligible employee (or other employee). The Employer reserves the right to
terminate the Plan at any time, subject to Section 9.3 by an action of the
ERISA Committee of the Board of Directors. Upon termination, the Employer may
(a) elect to continue to maintain the Trust to pay benefits hereunder as they
become due as if the Plan had not terminated or (b) direct the Trustee to pay
promptly to Participants (or their beneficiaries) the vested balance of their
Accounts.
9.3 Existing Rights
No amendment or termination of the Plan shall adversely affect the rights
of any Participant with respect to amounts that have been credited to his or her
Account prior to the date of such amendment or termination.
Article X - Miscellaneous
10.1 No Funding
The Plan constitutes a mere promise by the Employer to make payments in
accordance with the terms of the Plan and Participants and beneficiaries shall
have the status of general unsecured creditors
6
<PAGE>
of the Employer. Nothing in the Plan will be construed to give any employee or
any other person rights to any specific assets of the Employer or of any other
person. In all events, it is the intent of the Employer that the Plan be
treated as unfunded for tax purposes and for purposes of Title I of ERISA.
10.2 Non-Assignability
None of the benefits, payments, proceeds or claims of any Participant or
beneficiary shall be subject to any claim of any creditor of any Participant or
beneficiary and, in particular, the same shall not be subject to attachment or
garnishment or other legal process by any creditor of such Participant or
beneficiary, nor shall any Participant or beneficiary have any right to
alienate, anticipate, commute, pledge, encumber or assign any of the benefits or
payments or proceeds which he or she may expect to receive, contingently or
otherwise, under the Plan.
10.3 Limitation of Participants' Rights
Nothing contained in the Plan shall confer upon any person a right to be
employed or to continue in the employ of the Employer, or interfere in any way
with the right of the Employer to terminate the employment of a Participant in
the Plan at any time, with or without cause.
10.4 Participants Bound
Any action with respect to the Plan taken by the Plan Administrator or the
Employer or the Trustee or any action authorized by or taken at the direction of
the Plan Administrator, the Employer or the Trustee shall be conclusive upon all
Participants and beneficiaries entitled to benefits under the Plan.
10.5 Receipt and Release
Any payment to any Participant or beneficiary in accordance with the
provisions of he Plan shall, to the extent thereof, be in full satisfaction of
all claims against the Employer, the Plan Administrator and the Trustee under
the Plan, and the Plan Administrator may require such Participant or
beneficiary, as a condition precedent to such payment, to execute a receipt and
release to such effect. If any Participant or beneficiary is determined by the
Plan Administrator to be incompetent by reason of physical or mental disability
(including minority) to give a valid receipt and release, the Plan Administrator
may cause the payment or payments becoming due to such person to be made to
another person for his or her benefit without responsibility on the part of the
Plan Administrator, the Employer or the Trustee to follow the application or
such funds.
10.6 Governing Law
The Plan shall be construed, administered, and governed in all respects
under and by the laws of the State of New York. If any provision shall be held
by a court of competent jurisdiction to be invalid or unenforceable, the
remaining provisions hereof shall continue to be fully effective.
10.7 Headings and Subheadings
Headings and subheadings in this Plan are inserted for convenience only and
are not to be considered in the construction of the provisions hereof.
7
EXHIBIT 5
August 2, 1996
The New York Times Company
229 West 43d Street
New York, New York 10036
Dear Ladies and Gentlemen:
I am the Vice President and General Counsel of The New York Times
Company, a New York corporation (the "Company"), and am admitted to the practice
of law in the State of New York. I have represented the Company in connection
with the proposed filing with Securities and Exchange Commission expected to be
made on or about August 2, 1996 under the Securities Act of 1933, as amended, of
a Registration Statement on Form S-8 (the "Registration Statement") for the
purpose of registering $41,688,653 of Deferred Compensation Obligations which
represent unsecured obligations of the Company to pay deferred compensation in
accordance with the terms of The New York Times Company Deferred Executive
Compensation Plan (the "Plan"). In such capacity, I have examined the
Certificate of Incorporation and By-Laws of the Company, the Plan, and such
other documents of the Company as I have deemed necessary or appropriate for the
purpose of the opinion expressed herein.
Based upon the foregoing, I advise you that, in my opinion, when issued
in accordance with the provisions of the Plan, the Deferred Compensation
Obligations will be valid and binding obligations of the Company, enforceable in
accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency and other laws of general applicability related to or
affecting enforcement of creditors' rights or by general equity principles.
Further, I hereby consent to the use of my name under the caption
"Interests of Named Experts and Counsel" in the Registration Statement and to
the filing of a copy of this opinion as an exhibit thereto.
Very truly yours,
/s/ Solomon B. Watson IV
------------------------
Solomon B. Watson IV
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
THE NEW YORK TIMES COMPANY:
We consent to the incorporation by reference in this Registration
Statement of The New York Times Company on Form S-8 of our report dated February
7, 1996, appearing in and incorporated by reference in the Annual Report on Form
10-K of The New York Times Company for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
New York, New York
August 2, 1996
