SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
of 1934 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED SEPTEMBER 30,1997
or
[ ] 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 No. 1-10863
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
BRISTOL COMPRESSORS
THRIFT AND RETIREMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
YORK INTERNATIONAL CORPORATION
631 South Richland Avenue
York, Pennsylvania 17403
<PAGE>
INDEX
Item Page
Signature 2
Audited Plan Financial Statements and Schedules Prepared in Accordance
With the Financial Reporting Requirements of ERISA 3
Exhibit Index 15
Exhibit 16
1
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Pension
and Investment Committee has duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized.
BRISTOL COMPRESSORS
THRIFT AND RETIREMENT PLAN
Date: February 16, 1999 By: /s/ JANE G. DAVIS
----------------------------
Jane G. Davis
Member, Pension and Investment
Committee
2
<PAGE>
BRISTOL COMPRESSORS
THRIFT AND RETIREMENT PLAN
Financial Statements
and
Additional Information
September 30, 1997 and 1996
3
<PAGE>
Independent Auditors' Report
Administrative Committee
Bristol Compressors Thrift and Retirement Plan:
We have audited the accompanying statements of net assets available for benefits
of Bristol Compressors Thrift and Retirement Plan as of September 30, 1997 and
1996, and the related statements of changes in net assets available for benefits
for the years then ended. 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 benefits of Bristol
Compressors Thrift and Retirement Plan as of September 30, 1997 and 1996, and
the changes in net assets available for benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Bristol Compressors Thrift and
Retirement Plan's management. The supplemental schedules have been subjected to
the auditing procedures applied in the 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/ KPMG LLP
February 23, 1999
4
<PAGE>
BRISTOL COMPRESSORS
Thrift and Retirement Plan
Statements of Net Assets Available for Benefits
September 30, 1997 and 1996
1997 1996
Assets:
Investments, at fair value:
Valuestar U.S. Treasury Money Market Portfolio $6,257,647 585,127
U.S. government obligations 5,240,407 6,688,547
The Employee Benefit Stable Value Fund 13,286,635 15,171,306
Cash 176,529 173,931
24,961,218 22,618,911
Receivables:
Employer and employees contributions receivable 75,734 50,053
Accrued interest receivable 94,218 144,834
Other receivable 8,099 2,712
Total receivables 178,051 197,599
Liabilities:
Accounts payable 18,576 190,120
Net assets available for benefits $25,120,693 22,626,390
See accompanying notes to financial statements.
5
<PAGE>
BRISTOL COMPRESSORS
Thrift and Retirement Plan
Statements of Changes in Net Assets Available for Benefits
Years ended September 30, 1997 and 1996
1997 1996
Net assets available for benefits, $22,626,390 20,336,510
beginning of year
Additions:
Contributions:
Employees 1,125,256 1,070,584
Employer 1,784,438 1,560,776
Interest and dividend income 412,665 431,536
Net appreciation in fair value of 984,177 803,993
investments
4,306,536 3,866,889
Deductions:
Benefit payments 1,722,200 1,489,135
Administrative expenses 90,033 87,874
1,812,233 1,577,009
Net increase in net assets available for benefits 2,494,303 2,289,880
Net assets available for benefits, end of year $25,120,693 22,626,390
See accompanying notes to financial statements.
6
<PAGE>
(1) Summary of the Plan
The following description of the Bristol Compressors Thrift and Retirement
Plan (the Plan) provides only general information. Participants should
refer to the Plan agreement for a more complete description of the Plan's
provisions.
General
The Plan, amended and restated effective October 1, 1997, covers the
eligible employees of Bristol Compressors, Inc. and certain of its
affiliated entities (the Company). It is a contributory savings plan
whereby an employee becomes eligible for participation in the Plan when he
or she has attained age 18 and completed 1,000 hours of service. The Plan
is subject to the Employee Retirement Income Security Act of 1974 (ERISA).
The Company is wholly-owned by York International Corporation, the Plan
Sponsor.
Contributions
Each participant that elects to participate in the savings portion of the
Plan, shall contribute an amount equal to 1% to 10% of his or her eligible
compensation to the Plan. The Company shall contribute on behalf of each
participant an amount equal to 10% of the first 5% of the participant's
contributions. The Company shall for each participant, each year, also
contribute to the Plan an amount equal to 3.2% to 4.0% of compensation, as
defined and limited in the Plan.
A participant may change his or her contribution percentage as of the first
day of any calendar month, but not retroactively and not more frequently
than twice in each fiscal year of the Plan.
Payment of Benefits
On termination of service due to death, disability or retirement, a
participant may elect to receive either a lump-sum amount equal to the
value of the participant's vested interest in his or her account, or annual
installments. For termination of service due to other reasons, a
participant may receive the value of the vested interest in his or her
account.
7
<PAGE>
(1) Continued
Vesting
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company's contribution plus actual
earnings thereon is based on years of continuous service. A participant is
100 percent vested after seven years of credited service, as follows:
Years of Vested
vesting service percentage
---------------------------------------------
Less than 1 0 %
1 10
2 20
3 30
4 40
5 60
6 80
7 100
---------------------------------------------
(2) Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of
accounting.
Administrative Expenses
Certain administrative expenses are paid by the Plan Sponsor.
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, liabilities, and
changes therein, and disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value.
8
<PAGE>
(2) Continued
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.
Payment of Benefits
Benefits are paid when recorded.
Reclassifications
Certain 1996 balances have been reclassified to conform with 1997
presentation.
(3) Related Party Transactions
Certain Plan investments are shares of funds managed by AmeriStar
Investments and Trust (AmeriStar). AmeriStar is the trustee as defined by
the Plan and therefore, these transactions qualify as party-in-interest.
(4) Tax Status
The Internal Revenue Service has determined and informed the Plan Sponsor
by letter dated January 14, 1999, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (IRC). The Plan has been amended since receiving the determination
letter. However, the Plan administrator believes that the Plan is designed
and is currently being operated in compliance with the applicable
requirements of the IRC.
(5) Plan Termination
The Plan Sponsor may terminate the Plan at any time. In the event of the
total or partial termination of the Plan, all affected participants shall
have a nonforfeitable right (100% vesting) to their accounts determined as
of the date of the total or partial termination of the Plan.
(6) Subsequent Events
In February of 1998, the Plan Sponsor removed First American National Bank
as trustee and appointed Fidelity Management Trust Company as trustee.
Effective January 1998, the Plan Sponsor amended the Plan to offer
participants fourteen investment programs as follows:
9
<PAGE>
(6) Continued
The "Fixed Income Fund", under an agreement between the trustee and various
insurance companies, provides a guaranteed rate of interest on
contributions.
The "Puritan Fund" is a mutual fund which seeks to obtain as much income as
possible, consistent with the preservation and conservation of capital, by
investing in a broadly diversified portfolio of high-yielding securities,
including common stocks, preferred stocks, and bonds.
The "Magellan Fund" is a mutual fund which invests primarily in common
stock, and securities convertible into common stock, of U.S.,
multinational, and foreign companies of all sizes that offer potential for
growth.
The "Equity Income Fund" is a growth and income fund. It seeks reasonable
income with the potential for capital appreciation. The fund tries to
achieve a yield that exceeds the composite yield of the S&P 500. It also
considers the potential for capital appreciation when selecting
investments. It invests primarily in income-producing equity securities
(common and preferred stocks) but can also invest in bonds and convertible
securities.
The "Growth and Income Fund" is a growth and income fund. It seeks high
total return through a combination of current income and capital
appreciation. It invests in securities of companies that pay current
dividends and offer potential growth of earnings, such as common stocks,
securities convertible into common stocks, preferred stocks and
fixed-income stocks.
The "OTC Portfolio Fund" is a growth fund. It seeks long-term capital
appreciation by investing primarily in securities traded on the
over-the-counter securities market. Securities in which the fund may invest
include common stocks, preferred stocks, securities convertible into common
stocks and debt securities. Companies whose securities trade on the OTC
market generally are smaller or newer companies than those on the New York
and American Stock Exchanges.
The "Overseas Fund" is an international growth fund. It seeks long-term
capital growth primarily through investments in foreign securities. These
investments may include common stock and securities convertible into common
stock, as well as debt instruments. Normally at least 65% of the fund's
total assets will be invested in securities of issuers from at least three
different countries outside of North America.
The "U.S. Equity Index Fund" is a growth and income fund. It seeks
investment results that try to duplicate the composition and total return
of the S&P 500. The fund invests primarily in the 500 companies that make
up the S&P 500 and in other securities that are based on the value of the
Index.
The "U.S. Bond Index Fund" is an income fund. It seeks investment results
that correspond to the aggregate price and interest performance of the debt
securities in the Lehman Brothers Aggregate Bond Index. The Lehman Brothers
Aggregate Bond Index is a market value weighted performance benchmark
investment-grade fixed-rate debt issue, including government, corporate,
asset-backed, and mortgage-backed securities, with maturities of at least
one year. The fund invests in investment grade (medium to high quality) or
above with maturities of at
10
<PAGE>
least one year, including U.S. Treasury or government securities and
corporate bonds, asset-backed and mortgage-backed securities and U.S.
dollar-denominated foreign securities.
The "Freedom Income Fund" is an asset allocation fund designed for
investors who want a simple approach to investing for retirement by
investing in a collection of other Fidelity mutual funds. It seeks high
current income and, as a secondary objective, some capital appreciation for
those already in retirement.
The "Freedom 2000 Fund" is an asset allocation fund designed for investors
who want a simple approach to investing for retirement by investing in a
collection of other Fidelity mutual funds. It seeks high total returns for
those planning to retire in approximately 1-10 years.
The "Freedom 2010 Fund" is an asset allocation fund designed for investors
who want a simple approach to investing for retirement by investing in a
collection of other Fidelity mutual funds. It seeks high total returns for
those planning to retire in approximately 10-20 years.
The "Freedom 2020 Fund" is an asset allocation fund designed for investors
who want a simple approach to investing for retirement by investing in a
collection of other Fidelity mutual funds. It seeks high total returns for
those planning to retire in approximately 20-30 years.
The "Freedom 2030 Fund" is an asset allocation fund designed for investors
who want a simple approach to investing for retirement by investing in a
collection of other Fidelity mutual funds. It seeks high total returns for
those planning to retire in approximately 30-40 years.
Effective March 1, 1999, the Plan Sponsor amended the Plan to offer
participants an additional investment, as follows:
The "York International Stock Fund" consists primarily of York
International Corporation stock, with a small portion of short-term money
market instruments for liquidity. The liquidity is necessary to allow for
daily transfers in and out of the fund. Also, participants do not receive
shares of York International stock for their investment; instead their
balance is reported in units of participation. The fund's share price will
vary in relation to the market price of York International stock. The York
International Stock Fund is not a mutual fund -- it is an unmanaged
non-diversified investment option. If participants choose to invest in the
York International Stock Fund, the following restrictions will apply to
their investment:
o Limitation on New Contributions - participants will only be permitted to
invest up to 20% of any new contributions to the Plan in the York
International Stock Fund.
o No Rollover Purchase - participants will not be permitted to invest any
portion of a rollover contribution in the York International Stock Fund.
o No Transfers from Other Funds into the York International Stock Fund -
although participants will be able to continue to make exchanges between
other investment funds, participants will not be permitted to transfer
amounts that are invested in another investment fund into the York
International Stock Fund.
11
<PAGE>
o Sales of York International Stock Fund Must Occur During Window Period -
although participants will be permitted to sell any portion of their
investment in the York International Stock Fund and invest the proceeds
of that sale into another investment fund, any sale can only occur
during "window" periods that will be established by the Plan Sponsor. At
the beginning of the year, participants will be notified of upcoming
window periods.
12
<PAGE>
Schedule 1
BRISTOL COMPRESSORS
Thrift and Retirement Plan
Item 27a - Schedule of Assets Held for Investment Purposes
September 30, 1997
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Current
Identity of issuer Description of investment Cost Value
AmeriStar Investments and Trust Valuestar U.S. Treasury Money Market Portfolio* $ 6,257,647 6,257,647
U.S. Government United States Treasury notes (5.75%, 10/31/97) 495,396 500,156
U.S. Government United States Treasury notes (5.625%, 10/31/97) 200,755 200,063
U.S. Government United States Treasury notes (6%, 11/30/97) 188,739 188,235
U.S. Government United States Treasury notes (5.125%, 3/31/98) 390,005 399,500
U.S. Government United States Treasury notes (6.125%, 5/15/98) 399,255 401,500
U.S. Government United States Treasury notes (5.125%, 6/30/98) 787,791 797,750
U.S. Government United States Treasury notes (5.25%, 7/31/98) 344,536 349,016
U.S. Government United States Treasury notes (5.875%, 8/15/98) 403,260 400,750
U.S. Government United States Treasury notes (4.75%, 9/30/98) 487,036 495,625
U.S. Government United States Treasury notes (6%, 8/15/99) 495,396 501,406
U.S. Government United States Treasury notes (5.875%, 11/15/99) 501,646 500,312
U.S. Government United States Treasury notes (6.375%, 1/15/00) 508,482 506,094
AmeriStar Investments and Trust The Employee Benefit Stable Value Fund* 8,743,239 13,286,635
AmeriStar Investments and Trust Cash 176,529 176,529
$20,379,712 24,961,218
* Party-in-interest investment
</TABLE>
13
<PAGE>
Schedule 2
BRISTOL COMPRESSORS
Thrift and Retirement Plan
Item 27d - Schedule of Reportable Transactions
Year ended September 30, 1997
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Expenses
incurred Current
Identity of party Valuestar U.S. Treasury Purchase Selling Lease with Cost of value of Realized
involved Money Market Portfolio* price price rental transaction asset asset gain/loss
- -----------------------------------------------------------------------------------------------------------------------------------
Valuestar U.S.
AmeriStar Investments Treasury Money Market
& Trust Portfolio $9,436,714 - - - 9,436,714 9,436,714 -
Valuestar U.S. Treasury
AmeriStar Investments Money Market
& Trust Portfolio - 3,764,194 - - 3,764,194 3,764,194 -
AmeriStar Investments The Employee Benefit
& Trust Stable Value Fund 1,730,151 - - - 1,730,151 1,730,151 -
AmeriStar Investments The Employee Benefit
& Trust Stable Value Fund - 4,346,959 - - 3,027,132 4,346,959 1,319,827
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
14
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
23 Consent of Independent Accountants
15
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
York International Corporation:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of York International Corporation of our report dated February 23, 1999,
relating to the statements of net assets available for benefits of Bristol
Compressors Thrift and Retirement Plan as of September 30, 1997 and 1996, the
related statements of changes in net assets available for benefits for the years
then ended, and the related schedules as of and for the year ended September 30,
1997, which report appears elsewhere in this Form 11-K.
Harrisburg, Pennsylvania
February 23, 1999
/s/ KPMG LLP
16
<PAGE>
