<PAGE>
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 24, 1998
|_| 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, 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 as of December
24, 1998, and December 24, 1997.
Statement of changes in net assets available for plan benefits for each
of the years ending December 24, 1998, December 24, 1997 and December
31, 1996.
Notes to financial statements.
Schedule I - Supplemental schedule of investments as of December 24,
1998.
Schedule II - Supplemental schedule of reportable transactions for the
year ended December 24, 1998.
Schedule III - Supplemental schedule of changes in net assets by
account for the year ended December 24, 1998.
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 UNIONS SAVINGS TRUST
By /s/ MARILYN A. KELLY
------------------------------
Marilyn A. Kelly
Administrative Trustee
Dated: June 17, 1999
<PAGE>
MECHANICAL UNIONS SAVINGS TRUST
FINANCIAL STATEMENTS AS OF
DECEMBER 24, 1998
TOGETHER WITH AUDITOR'S REPORT
<PAGE>
TABLE OF CONTENTS
Accountant's 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 - 8
Schedule I - Supplemental Schedule of Investments ...................... 9
Schedule II - Supplemental Schedule of Reportable
Transactions ......................................................... 10
Schedule III - Supplemental Schedule of Changes in Net
Assets by Account .................................................... 11
<PAGE>
JAMES J. GARRITY
CERTIFIED PUBLIC ACCOUNTANT
P.O. BOX 448
733 NEPONSET STREET
NORWOOD, MASSACHUSETTS 02062
(781) 769-5522 o (FAX) 769-4061
REPORT OF INDEPENDENT PUBLIC ACCOUNTANT
To the Administrative Trustees of the
Mechanical Unions Savings Trust:
I have audited the accompanying Statements of Net Assets Available for Plan
Benefits of the Mechanical Unions Savings Trust (the Plan) as of December 24,
1998 and 1997 and December 31, 1996, 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. My responsibility is to express an opinion on these financial
statements and schedules based on my audits.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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. I
believe that my audit provides a reasonable basis for my opinion.
In my 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 24, 1998 and 1997 and December 31, 1996, and the changes in net assets
available for plan benefits for the years then ended, in conformity with
generally accepted accounting principles.
My audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules of investments,
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 my audits of the basic financial statements and, in my opinion, are
fairly stated, in all material respects, in relation to the basic financial
statements taken as a whole.
Norwood, Massachusetts
May 27, 1999
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<PAGE>
MECHANICAL UNIONS SAVINGS TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
December 24, December 24, December 31,
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
ASSETS:
Investments, at contract or market
value
Fixed Interest Fund $ 7,576,807 $ 8,300,281 $ 9,378,965
Growth Stock Fund 11,353,508 9,166,960 7,035,832
Diversified Bond Fund 811,298 507,662 426,626
Money Market Fund 1,899,317 1,089,059 928,250
Indexed Stock Fund 6,650,804 4,838,198 3,181,655
Government Securities Fund 502,822 470,533 399,022
Balanced Fund 3,714,642 3,304,552 2,156,317
New York Times Stock Fund 741,157 731,062 447,300
Aggressive Growth Fund 2,228,337 1,608,232 981,166
Select International Equity
Fund 903,371 652,442 350,675
Fidelity Advisor Equity
Growth Fund 4,741,131 2,599,553 1,300,954
Other Investment Funds -- -- 800
----------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $41,123,194 $33,268,534 $26,587,562
=========== =========== ===========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
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<PAGE>
MECHANICAL UNIONS SAVINGS TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS
For the years ended,
<TABLE>
<CAPTION>
December 24, December 24, December 31,
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year $ 33,268,534 $ 26,587,562 $ 21,405,754
ADD (DEDUCT):
Participant contributions,
net of refunds 4,229,224 3,689,188 3,601,500
Employer Contributions 63,700 109,200 125,000
Employee rollovers, net 85,245 203,548 32,844
Investment income 507,402 461,363 647,920
Net realized/unrealized
gains (losses) 5,588,753 3,853,830 2,323,278
Contractual and professional
fees (44,796) (43,673) (45,995)
Benefits paid (2,574,868) (1,585,033) (1,302,307)
Transfers -- (7,451) (200,432)
------------ ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $ 41,123,194 $ 33,268,534 $ 26,587,562
============ ============ ============
</TABLE>
The accompanying notes are an integral
part of these financial statements.
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<PAGE>
MECHANICAL UNIONS SAVINGS TRUST
NOTES TO FINANCIAL STATEMENTS
December 24, 1998
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 December
12, 1997 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 compen-sation 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 eleven 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 First Allmerica's General Account. The General Account is an
investment account established and maintained for
-4-
<PAGE>
MECHANICAL UNIONS SAVINGS TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
December 24, 1998
NOTE A - DESCRIPTION OF THE PLAN - (Continued)
1. FIXED INTEREST FUND (CONTINUED)
all assets of First Allmerica Financial Life Insurance Company not
specifically directed to other investment funds, and, as such, is subject to
the general creditors of First Allmerica Financial Life Insurance Company.
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 24, 1998
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 principle 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 Allmerica'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.
9. AGGRESSIVE GROWTH FUND
This fund invests primarily in common stock and other equity-type
investments, and is managed by Nicholas-Applegate Capital Management. The
fund's primary objective is to provide strong investment returns by
investing in small to medium-sized emerging growth companies. Neither the
principal nor investment earnings are guaranteed under this fund.
10. SELECT INTERNATIONAL EQUITY FUND
This fund invests primarily in common stocks and other equity-type
investments of established non-U.S. companies, and is managed by Bank of
Ireland Asset Management. The fund's objective is to seek strong returns in
companies expected to benefit from global economic trends. Neither the
principal nor investment earnings are guaranteed under this fund.
11. FIDELITY ADVISOR EQUITY GROWTH FUND
This fund invests primarily in common stocks and other equity-type
investments of companies with above average growth characteristics, and is
managed by Fidelity Investments. The fund's objective is to seek companies
with above average growth characteristics such as sales and earnings.
Neither the principal nor investment earnings are guaranteed under this
fund.
-6-
<PAGE>
MECHANICAL UNIONS SAVINGS TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
December 24, 1998
NOTE A - DESCRIPTION OF THE PLAN - (Continued)
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.
PLAN AMENDMENT
Effective for the fiscal year beginning January 1, 1997 the trustees have
amended the plan by adopting a fiscal year ending December 24 and commencing
December 25.
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. Contract value at
December 24, 1998 and 1997 and December 31, 1996 approximates market value.
-7-
<PAGE>
MECHANICAL UNIONS SAVINGS TRUST
NOTES TO FINANCIAL STATEMENTS (Continued)
December 24, 1998
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING ISSUES (Continued)
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect 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.
NOTE C - TAX STATUS
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.
NOTE D - EMPLOYER CONTRIBUTION
Beginning in fiscal year 1996 the employer has agreed to make annual minimum
contribution of $500 per participant to all participants eligible at the
commencement of each plan fiscal years. Contributions in the amount of $63,700,
$109,200 and $125,000 were made for the 1998-1997-1996 plan years respectively.
-8-
<PAGE>
SCHEDULE I
MECHANICAL UNIONS SAVINGS TRUST
SUPPLEMENTAL SCHEDULE OF INVESTMENTS
as of December 24, 1998
GUARANTEED ACCUMULATION FUNDS
<TABLE>
<CAPTION>
Contract/
Market
Cost Value
----------- -----------
<S> <C> <C>
Allmerica Financial:
Fixed Interest Fund-
#G05-003, 7.65%, due 06/30/00 $ 1,236,132 $ 1,236,132
#G05-004, 5.95%, due 06/30/99 628,125 628,125
#G05-005, 5.35%, due 12/31/99 663,493 663,493
#G05-006, 5.65%, due 06/30/99 933,894 933,894
#G05-007, 5.05%, due 12/31/98 937,830 937,830
#G05-008, 5.40%, due 12/31/00 966,707 966,707
#G05-009, 5.55%, due 06/30/01 618,127 618,127
#G05-010, 5.20%, due 12/31/01 364,442 364,442
#G05-011, 4.80%, due 06/30/01 1,228,057 1,228,057
----------- -----------
Total guaranteed accumulation
funds $ 7,576,807 $ 7,576,807
----------- -----------
</TABLE>
INVESTMENT ACCOUNTS
<TABLE>
<CAPTION>
Units
-----
Allmerica Financial:
<S> <C> <C>
Growth Stock Fund 727,369 $11,353,508
Diversified Bond Fund 88,596 811,298
Money Market Fund 519,663 1,899,317
Indexed Stock Fund 1,017,689 6,650,804
Government Securities Fund 32,041 502,822
Balanced Fund 161,884 3,714,642
Aggressive Growth Fund 115,422 2,228,337
Select International Equity Fund 54,403 903,371
Fidelity Advisor Equity Growth Fund 186,522 4,741,131
New York Times Stock Fund 17,007 741,157
-----------
Total investment accounts $33,546,387
-----------
Total investments $41,123,194
===========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-9-
<PAGE>
SCHEDULE II
MECHANICAL UNIONS SAVINGS TRUST
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
For the year ended December 24, 1998
<TABLE>
<CAPTION>
Description of Total Cost Total Sales
Description of Assets Transactions of Purchases Proceeds
- --------------------- -------------- ------------ -----------
<S> <C> <C> <C>
Growth Stock Fund (1) 94 purchases $ 1,718,071
New York Times (2) 0 purchases $ -
9 sales of
1,207 units $ 49,751
</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.
The accompanying notes are an integral
part of these financial statements.
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<PAGE>
MECHANICAL UNIONS SAVINGS TRUST
SUPPLEMENTAL SCHEDULE OF CHANGES IN NET ASSETS BY ACCOUNT
For the year ended December 24,1998
<TABLE>
<CAPTION>
Growth Money Indexed
Stock Diversified Market Stock
Fund Bond Fund Fund Fund
---- --------- ---- ----
<S> <C> <C> <C> <C>
BALANCE,
beginning of year $ 9,166,960 $ 507,662 $ 1,089,059 $ 4,838,198
ADD (DEDUCT):
Transfers (492,764) 222,037 683,643 (388,670)
Participants contributions 1,019,775 78,730 102,036 742,636
Employer contributions 0 0 63,700 0
Rollovers 12,419 0 0 15,308
Participant distributions (306,934) (33,454) (105,400) (187,129)
Participant earnings 1,962,116 36,744 67,443 1,634,431
Fees (8,064) (421) (1,164) (3,970)
BALANCE, end of year $ 11,353,508 $ 811,298 $ 1,899,317 $ 6,650,804
============ ============ ============ ============
<CAPTION>
Agressive International Fidelity Government
Growth Equity Growth Securities
Fund Fund Fund Fund
---- ---- ---- ----
<S> <C> <C> <C> <C>
BALANCE,
beginning of year $ 1,608,232 $ 652,442 $ 2,599,553 $ 470,533
ADD (DEDUCT):
Transfers 57,493 6,070 480,477 21,804
Participants contributions 415,798 150,950 648,904 44,137
Employer contributions 0 0 0 0
Rollovers 18,526 12,767 16,334 0
Participant distributions (67,602) (23,482) (270,808) (64,781)
Participant earnings 198,387 105,317 1,269,537 31,511
Fees (2,497) (693) (2,866) (382)
BALANCE, end of year $ 2,228,337 $ 903,371 $ 4,741,131 $ 502,822
============ ============ ============ ============
<CAPTION>
NY Fixed
Balanced Times Income
Fund Fund Funds Total
---- ---- ----- -----
<S> <C> <C> <C> <C>
BALANCE,
beginning of year $ 3,304,552 $ 731,062 $ 8,300,281 $ 33,268,534
ADD (DEDUCT):
Transfers 161,888 (701) (751,277) $ 0
Participants contributions 393,486 632,772 $ 4,229,224
Employer contributions 0 0 0 $ 63,700
Rollovers 9,891 0 $ 85,245
Participant distributions (434,621) (49,751) (1,030,906) ($ 2,574,868)
Participant earnings 281,806 60,895 447,968 $ 6,096,155
Fees (2,360) (348) (22,031) ($ 44,796)
BALANCE, end of year $ 3,714,642 $ 741,157 $ 7,576,807 $ 41,123,194
============ ============ ============ ============
</TABLE>
-11-
<PAGE>
Exhibit 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
THE NEW YORK TIMES COMPANY:
I consent to the incorporation by reference in Registration Statement No.
33-50459 on Form S-8 of my report dated May 27, 1999, on my audit of the
financial statements and supplemental schedules of the Mechanical Unions Savings
Trust as of December 24, 1998, December 24, 1997 and December 31, 1996 and for
years then ended, which report is included in this Annual Report on Form 11-K.
/s/ JAMES J. GARRITY CPA
- --------------------------------
JAMES J. GARRITY, CPA
Norwood, Massachusetts
May 27, 1999
