<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, 1999
/ / 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, NY 10036
(Address of issuer's principal executive office)
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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 24, 1999, and December 24, 1998.
A statement of changes in net assets available for plan benefits for
each of the years ended December 24, 1999, December 24, 1998 and
December 24, 1997.
Accompanying notes for the financial statements.
Schedule of assets held for investment purposes.
Schedules of reportable transactions for the years ended December 24,
1999 and 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.
THE BGEA/BOSTON GLOBE
EMPLOYEE SAVINGS PLAN
By /s/ STEVE BEHENNA
--------------------------
Steve Behenna
Administrative Trustee
Dated: June 22, 2000
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BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
FINANCIAL STATEMENTS
FOR THE PERIODS ENDED DECEMBER 24,
1999 AND 1998
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BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
DECEMBER 24, 1999 AND 1998
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 8-10
December 24, 1999
Reportable Transactions for the Year Ended
December 24, 1999 11
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INDEPENDENT AUDITORS' 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 24, 1999
and 1998, and the related statement of changes in net assets available for plan
benefits for the years ended December 24, 1999 and 1998, and the period ended
December 24, 1997. 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 24, 1999, and 1998 and changes in net assets available for plan
benefits for the years ended December 24, 1999 and 1998, and the period ended
December 24, 1997 in conformity with generally accepted accounting principles.
Hoffman & Manning, CPAs
Boston, Massachusetts
June 15, 2000
1
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BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 24, 1999 AND 1998
ASSETS 1999 1998
------ ---- ----
Investments, at fair market value (Note C) $44,838,957 $32,827,645
Employer match contribution receivable
13,870 --
Participants' notes receivable
652,042 546,294
----------- -----------
45,504,869 33,373,939
=========== ===========
LIABILITIES
Administrative Expenses Payable 0 0
----------- -----------
0 0
Net assets available for Plan benefits $45,504,869 $33,373,939
=========== ===========
The accompanying notes are an integral part of these financial statements
2
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BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 24, 1999, 1998, AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Additions:
Participants' contributions $ 3,632,216 $ 3,528,087 $ 3,275,244
Rollover contributions 80,941 355,545 207,611
Employers' matching contributions 422,549 402,006 363,268
Employers' contributions 543,682 521,265 493,915
Interest and dividend income 3,037,536 1,953,775 1,581,643
Net appreciation/(depreciation) in fair
value of investments 7,709,244 3,269,654 2,960,650
----------- ----------- -----------
Total additions 15,426,168 10,030,332 8,882,331
Deductions:
Benefits paid to participants 3,286,727 1,608,821 783,508
Direct trustee to trustee transfers -- -- 0
Administrative fees 8,511 13,595 9,775
----------- ----------- -----------
Total deductions 3,295,238 1,622,416 793,283
----------- ----------- -----------
Net increase 12,130,930 8,407,916 8,089,048
Net assets available for Plan benefits,
beginning of year 33,373,939 24,966,023 16,876,975
----------- ----------- -----------
Net assets available for Plan benefits,
end of year $45,504,869 $33,373,939 $24,966,023
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
3
<PAGE>
BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
ACCOMPANYING NOTES TO 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:
Putnam Health Sciences Trust
Putnam Voyager Fund
Putnam Vista Fund
The George Putnam Fund of Boston
Putnam U.S. Government Income Trust
Putnam Money Market Fund
Putnam New Opportunities Fund
Putnam Growth & Income
Putnam S&P 500 Index Fund
Putnam Diversified Income Fund
Putnam International Growth Fund
Participant Loans Fund
Or in the following equity securities directly:
New York Times Common Stock
AT&T Corp. Common Stock
Lucent Technologies Common Stock
NCR Corp Common Stock
4
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BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS, Continued
A. DESCRIPTION OF THE PLAN, (CONT.)
4. MATCHING CONTRIBUTIONS. During 1999 and 1998 the Company matched 25% of
employee contributions up to a maximum of 4% of compensation
5. EMPLOYER CONTRIBUTIONS. During 1999 the Company contributed 1% of
compensation for all eligible employees.
6. VESTING. Participants are immediately vested in their voluntary contributions
and actual earnings thereon. Participants vest in the employer matching and
other contributions at a rate of 25% after one year of service, 75% after two
years of service, and 100% after three years of service.
7. 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
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BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
ACCOMPANYING NOTES TO 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 24, 1999
-----------------
# of Shares Fair Value
----------- ----------
Mutual Funds:
Money Market 1,696,182 $ 1,696,182
U.S. Government 57,892 713,233
Growth & Income 100,521 1,360,769
Aggressive Growth 48,126 4,217,744
Common Stock 1,101,243 25,735,425
Common Stock Sector 70,246 4,253,384
Pending 628 628
Equity securities:
New York Times Co. 129,813 6,084,988
AT & T Corp. 3,351 176,343
Lucent Technologies 7,367 575,109
NCR Corporation 676 25,152
----------
Total Investments at Fair Value $44,838,957
===========
NET CHANGE IN FAIR VALUE
Period Ended
December 24, 1999
-----------------
Mutual Funds:
U.S. Government (43,596)
Growth & Income (111,859)
Aggressive Growth Fund 1,340,006
Common Stock 4,871,858
Common Stock Sector (77,895)
Pending 628
Equity securities 1,730,102
----------
Net change in Fair Value $ 7,709,244
============
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
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BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
ACCOMPANYING NOTES TO 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 not to exceed five years, unless the proceeds are used to purchase a
qualified residence or finance qualified education costs. The loans bear
interest at the prime rate at the time the loan is approved plus one half of one
percent. The total outstanding balances on participant loans was $652,042 and
$546,294 as of December 24, 1999 and 1998, 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 24, DECEMBER 24,
1999 1998
---- ----
Net Assets per Form 5500 $ 45,490,999 $ 33,373,939
Contributions Receivable 13,870 -0-
---------- ---------
Net Assets $ 45,504,869 $ 33,373,939
============ ============
H. EXPENSES OF THE PLAN
A significant portion of the plan expenses incurred 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 1999 and $20,000
in 1998.
I. INACTIVE PARTICIPANTS
Certain former employees have elected to retain their investments in the net
assets of the Plan. As of December 24, 1999, Plan assets of inactive
participants totaled approximately $808,844.
7
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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 Description Ending Cost Current
Issuer of Investment Units Value
<S> <C> <C> <C> <C> <C>
Money Market
------------
Putnam Putnam Money 1,696,182 $1,696,182 $1,696,182
Investments Market Fund
U.S. Government
---------------
Putnam Putnam US 57,892 753,045 713,233
Investments Government Income
Growth & Income
---------------
Putnam Putnam
Investments Growth & Income 35,330 724,694 659,973
Putnam Putnam Diversified
Investments Income Trust 65,190 766,332 700,796
Aggressive Growth
-----------------
Putnam Putnam New 48,126 2,578,520 4,217,744
Investments* Opportunities Fund
</TABLE>
* This investment represents 5% or more of the Plan's Net Assets
8
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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 Description Ending Cost Current
Issuer of Investment Units Value
<S> <C> <C> <C> <C> <C>
Common Stock
------------
Putnam Putnam Vista 268,051 3,103,813 4,481,810
Investments* Fund
Putnam The George Putnam 269,790 4,427,728 4,362,502
Investments* Fund of Boston
Putnam Putnam
Investments S & P 500 34,252 975,004 1,187,850
Putnam Putnam
Investments International Growth 38,418 765,667 1,094,148
Putnam Putnam Voyager 490,733 8,663,964 14,609,115
Investments* Fund
Common Stock Sector
-------------------
Putnam Putnam Health 70,246 3,235,530 4,253,384
Investments* Sciences Trust
</TABLE>
* This investment represents 5% or more of the Plan's Net Assets
9
<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 Description Ending Cost Current
Issuer of Investment Units Value
<S> <C> <C> <C> <C> <C>
Equity Securities
-----------------
New York Common 129,813 2,457,383 6,084,988
Times * Stock
Lucent Common 7,367 223,483 575,109
Technologies Stock
AT&T Common 3,351 133,775 176,343
Corp Stock
NCR Common 676 20,396 25,151
Corporate Stock Stock
OTHER
Participant Participant Loans with
Loans Interest Rates ranging
from 6.0% to 10.0% N/A 652,042 652,042
Pending Cash 628 628 628
Total Plan Assets $31,178,186 $45,490,999
=========== ===========
</TABLE>
* This investment represents 5% or more of the Plan's Assets
10
<PAGE>
BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENT
SUPPLEMENTAL SCHEDULES
Reportable Transactions
FOR THE YEAR ENDED 12/24/99
---------------------------
DESCRIPTION TYPE SHARES COST/PROCEEDS
----------- ---- ------ -------------
Putnam Voyager Purchase 102,300 2,898,932
FOR THE PERIOD ENDED 12/24/98
-----------------------------
DESCRIPTION TYPE SHARES COST/PROCEEDS
----------- ---- ------ -------------
George Putnam Purchase 62,238 1,138,643
Putnam Voyager Purchase 102,300 2,098,680
Putnam Voyager Sale 70,863 1,444,445
11
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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 15, 2000, on our audits of the
statements of net assets available for plan benefits of the BGEA/Boston Globe
Employee Savings Plan as of December 24, 1999 and December 24, 1998 and the
related statement of changes in net assets available for plan benefits for the
years ended December 24, 1999 and 1998 the period ended December 24, 1997, which
report is included in this Annual Report on Form 11-K.
--------------------------------
Hoffman & Manning CPAs
Boston, Massachusetts
June 15, 2000
