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)
<PAGE>
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
<PAGE>
BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
FINANCIAL STATEMENTS
FOR THE PERIODS ENDED DECEMBER 31,
1995, 1994, AND 1993
<PAGE>
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
<PAGE>
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
<PAGE>
BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
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
=========== ===========
</TABLE>
2
See Accountants' Review Report and notes to the financial statements.
<PAGE>
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
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
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
============ ============ ============
</TABLE>
3
See Accountants' Review Report and notes to the financial statements.
<PAGE>
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
<PAGE>
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
<TABLE>
<CAPTION>
December 31, 1995
# of Shares Fair Value
----------- ----------
<S> <C> <C>
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
===========
</TABLE>
Net Change in Fair Value
<TABLE>
<CAPTION>
Year Ended
December 31, 1995
-----------------
<S> <C>
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
==========
</TABLE>
5
<PAGE>
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
<TABLE>
<CAPTION>
DECEMBER 31,
1995 1994
<S> <C> <C>
Net Assets per Form 5500 $ 12,858,611 $ 8,030,670
Expenses Payable -0- (4,232)
---------- ---------
Net Assets $ 12,858,611 $ 8,026,438
============ ===========
</TABLE>
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
<PAGE>
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
<PAGE>
BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENT
REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED 12/31/95
<TABLE>
<CAPTION>
DESCRIPTION TYPE SHARES COST/PROCEEDS
- ----------- ---- ------ -------------
<S> <C> <C> <C>
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
</TABLE>
8
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
