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
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 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:
o A statement of net assets available for plan benefits as of December
31, 1995, and December 31, 1994.
o Statement of changes in net assets available for plan benefits for
each of the years ending December 31, 1995, and 1994.
o Notes to financial statements.
o Schedule I - Supplemental schedule of investments as of December 31,
1995.
o Schedule II - Supplemental schedule of reportable transactions for the
year ended December 31, 1995.
o Schedule III - Supplemental schedule of changes in net assets by
account for the year ended 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.
MECHANICAL UNION SAVINGS TRUST
By /s/ Marilyn A. Kelly
-----------------------------------
Marilyn A. Kelly
Administrative Trustee
Dated: June 27, 1996
<PAGE>
MECHANICAL UNIONS SAVINGS TRUST
FINANCIAL STATEMENTS AS OF
DECEMBER 31, 1995 AND 1994
TOGETHER WITH AUDITORS' REPORT
<PAGE>
TABLE OF CONTENTS
Accountants' 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
<PAGE>
JAMES J. GARRITY & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
P.O. BOX 448
733 NEPONSET STREET
NORWOOD, MASSACHUSETTS 02062
(617) 769-5522 o (FAX) 769-4061
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Trustees of the
Mechanical Unions Savings Trust:
We have audited the accompanying Statements of Net Assets Available for Plan
Benefits of the Mechanical Unions Savings Trust (the Plan) as of December 31,
1995 and 1994, 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. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audit 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 the
trustees, as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
In our opinion, the 1995 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 the changes in net assets available for plan
benefits for the year then ended, in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules of investment,
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
<PAGE>
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 our audits of the basic financial statements and, in our opinion, are
fairly stated, in all material respects, in relation to the basic financial
statements taken as a whole.
/s/ James J. Garrity & Company
Norwood, Massachusetts
June 6, 1996
-1-
<PAGE>
MECHANICAL UNIONS SAVINGS TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
ASSETS:
<S> <C> <C>
Investments, at contract or market
value
Fixed Interest Fund $10,058,189 $ 9,146,347
Growth Stock Fund 5,534,488 3,240,326
Diversified Bond Fund 338,356 300,486
Money Market Fund 855,036 548,879
Indexed Stock Fund 2,096,844 908,335
Government Securities Fund 446,703 295,858
Balanced Fund 1,617,794 1,057,136
New York Times Stock Fund 456,763 446,701
Other Investment Funds 1,581 -
----------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $21,405,754 $15,944,068
=========== ===========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-2-
<PAGE>
MECHANICAL UNIONS SAVINGS TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS
For the years ended December 31,
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year $ 15,944,068 $ 12,947,647
ADD (DEDUCT):
Participant contributions, net of refunds 3,448,800 3,262,918
Employee rollovers, net 76,910 15,753
Investment income 635,300 569,481
Net realized/unrealized gains (losses) 2,169,001 ( 91,310)
Contractual and professional fees ( 42,092) ( 45,090)
Benefits paid ( 364,061) ( 353,322)
In-service withdrawal ( 246,925) ( 120,143)
Hardship withdrawal ( 215,247) ( 241,866)
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $ 21,405,754 $ 15,944,068
============ ============
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-3-
<PAGE>
MECHANICAL UNIONS SAVINGS TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
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 eight 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 State Mutual's General Account. The General Account is an
investment account es-
-4-
<PAGE>
MECHANICAL UNIONS SAVINGS TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1995
NOTE A - DESCRIPTION OF THE PLAN - (Continued)
1. Fixed Interest Fund (Continued)
tablished and maintained for all assets of State Mutual not specifically
directed to other investment funds, and, as such, is subject to the general
creditors of State Mutual Life Assurance Company of America.
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-
<PAGE>
MECHANICAL UNIONS SAVINGS TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1995
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 State Mutual'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.
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.
-6-
<PAGE>
MECHANICAL UNIONS SAVINGS TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1995
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.
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-
<PAGE>
SCHEDULE I
MECHANICAL UNIONS SAVINGS TRUST
SUPPLEMENTAL SCHEDULE OF INVESTMENTS
as of December 31, 1995
GUARANTEED ACCUMULATION FUNDS
<TABLE>
<CAPTION>
Contract/
Market
Cost Value
---- -----
<S> <C> <C>
Allmerica Financial:
Fixed Interest Fund-
#G01-004, 7.15%, due 12/31/96 $ 1,821,333 $ 1,821,333
#G01-005, 5.25%, due 6/30/96 778,600 778,600
#G01-007, 4.51%, due 12/31/97 732,450 732,450
#G02-001, 9.00%, due 12/31/96 2,149,895 2,149,895
#G03-001, 3.89%, due 12/31/95 1,255,319 1,255,319
#G05-001, 6.45%, due 6/30/98 1,330,315 1,330,315
#G05-002, 3.89%, due 12/31/95 1,497,550 1,497,550
#G05-004, 5.95%, due 6/30/99 492,727 492,727
----------- -----------
Total guaranteed accumulation
funds $10,058,189 $10,058,189
</TABLE>
<TABLE>
INVESTMENT ACCOUNTS
Units
-----
<S> <C> <C>
Allmerica Financial:
Growth Stock Fund 6,175 $ 5,534,488
Diversified Bond Fund 441 338,356
Money Market Fund 2,722 855,036
Indexed Stock Fund 6,634 2,096,844
Government Securities Fund 3,350 446,703
Balanced Fund 10,928 1,617,794
Other Investment Funds 35 1,581
New York Times Stock Fund 2,513 456,763
-----------
Total investment accounts $11,347,565
-----------
Total investments $21,405,754
===========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-8-
<PAGE>
SCHEDULE II
MECHANICAL UNIONS SAVINGS TRUST
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
For the year ended December 31, 1995
<TABLE>
<CAPTION>
Description of Total Cost Total Sales
Description of Assets Transactions of Purchases Proceeds
- --------------------- ------------ ------------ --------
<S> <C> <C> <C>
Fixed Interest Fund (1)
G01-003 0 purchases $ -
1 sales $ 1,640,698
G03-001 2 purchases $ 1,251,479
37 sales $ 49,644
G03-002 0 purchases $ -
19 sales $ 1,190,771
G05-001 21 purchases $ 2,103,781
113 sales $ 1,525,545
G05-003 1 purchase $ 1,640,698
101 sales $ 250,197
G05-004 8 purchases $ 1,471,563
51 sales $ 1,052,285
Growth Stock Fund (1) 141 purchases of
1,945 units $ 1,517,523
49 sales of 543
units $ 415,604
New York Times (2) 0 purchases $ -
19 sales of 819
units $ 128,003
</TABLE>
(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-
<PAGE>
MECHANICAL UNIONS SAVINGS TRUST
SUPPLEMENTAL SCHEDULE OF CHANGES IN NET ASSETS BY ACCOUNT
For the year ended December 31, 1995
<TABLE>
<CAPTION>
Fixed Growth Money Indexed
Interest Stock Diversified Market Stock
Fund Fund Bond Fund Fund Fund
---- ---- --------- ---- ----
<S> <C> <C> <C> <C> <C>
BALANCE,
beginning of year $ 9,146,347 $ 3,240,326 $ 300,486 $ 548,879 $ 908,335
ADD (DEDUCT):
Transfers, net (264,258) 64,144 ( 58,895) 120,555 299,381
Participants
contributions 1,060,929 1,153,899 85,782 161,787 484,825
Employee rollovers, net 2,410 35,101 921 2,410 24,260
Investment income 636,324 3 - - 5
Net realized/unrealized
gain (2,154) 1,196,496 48,583 40,347 426,361
Contractual and pro-
fessional fees (21,594) (11,853) (941) (1,549) (3,211)
Benefits paid (272,317) (20,969) (4,934) (5,600) (11,212)
In-service withdrawal (161,000) (20,024) (25,107) (11,787) (10,567)
Hardship withdrawal (66,498) (102,635) (7,539) (6) (21,333)
----------- ----------- ----------- ----------- -----------
BALANCE, end of year $10,058,189 $ 5,534,488 $ 338,356 $ 855,036 $ 2,096,844
=========== =========== =========== =========== ===========
</TABLE>
-10-
<PAGE>
MECHANICAL UNIONS SAVINGS TRUST
SUPPLEMENTAL SCHEDULE OF CHANGES IN NET ASSETS BY ACCOUNT (Continued)
For the year ended December 31, 1995
<TABLE>
<CAPTION>
Government Other New York
Securities Balanced Investment Times
Fund Fund Funds Fund Total
---- ---- ----- ---- -----
<S> <C> <C> <C> <C>
$ 295,858 $1,057,136 $ - $ 446,701 $ 15,944,068
3,272 (57,340) - (106,859) -
114,135 386,470 823 - 3,448,650
2,410 9,397 - - 76,909
- - 588 - 636,920
42,638 277,737 170 138,823 2,169,001
( 901) (2,753) - (759) (43,561)
( 2,085) (39,719) - (7,225) (364,061)
( 6,529) (2,622) - (9,289) (246,925)
( 2,095) (10,512) - (4,629) (215,247)
----------- ----------- ---------- ----------- -----------
$ 446,703 $ 1,617,794 $ 1,581 $ 456,763 $21,405,754
=========== =========== ========== =========== ===========
</TABLE>
-11-
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
THE NEW YORK TIMES COMPANY:
We consent to the incorporation by reference in Registration Statement No.
33-50459 on Form S-8 of our report dated June 6, 1996, on our audits of the
financial statements and supplemental schedules of the Mechanical Unions Savings
Trust as of December 31, 1995 and 1994 and for years then ended, which report is
included in this Annual Report on Form 11-K.
/s/ JAMES J. GARRITY & COMPANY
- ----------------------------------
JAMES J. GARRITY & COMPANY
Norwood, Massachusetts
June 26, 1996
