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)
<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, 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
<PAGE>
BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
FINANCIAL STATEMENTS
FOR THE PERIODS ENDED DECEMBER 31,
1996, 1995 AND 1994
<PAGE>
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
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[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
<PAGE>
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
<PAGE>
BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1996, 1995, AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
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
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<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
LOAN FUND - Participant Loans Fund
4
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENT
SUPPLEMENTAL SCHEDULES
Item 27a - Schedule of Assets Held for Investment Purposes.
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
- ----- ------------------ -------------------------------------- ---------- ----------
Identity of Issuer Description Ending Cost Current
of Investment Units Value
- ----- ------------------ -------------------------------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
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
</TABLE>
* This investment represents 5% or more of the Plan's Net Assets
8
<PAGE>
BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENT
SUPPLEMENTAL SCHEDULES
Item 27a - Schedule of Assets Held for Investment Purposes.
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
- ----- ------------------ ----------------------------------------------------- ------------ ------------
Identity of Issuer Description Ending Cost Current
of Investment Units Value
- ----- ------------------ ----------------------------------------------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
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
=========== ===========
</TABLE>
* This investment represents 5% or more of the Plan's Assets
9
<PAGE>
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
<PAGE>
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
