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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 PERIOD ENDED DECEMBER 29, 1999
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
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INDEX
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Item Page
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Signature................................................................ 2
Financial Statements and Supplemental Schedule........................... 3
Exhibit Index............................................................ 15
Exhibit.................................................................. 16
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SIGNATURE
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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: June 22, 2000 By: /s/ Jane G. Davis
------------------------ ---------------------------
Jane G. Davis
Member, Pension and Investment Committee
2
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BRISTOL COMPRESSORS
THRIFT AND RETIREMENT PLAN
Financial Statements
And
Supplemental Schedule
December 29, 1999 and September 30, 1999
3
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Independent Auditors' Report
Pension and Investment Committee
Bristol Compressors Thrift and Retirement Plan:
We have audited the accompanying statements of net assets available for benefits
of the Bristol Compressors Thrift and Retirement Plan as of December 29, 1999
and September 30, 1999, and the related statement of changes in net assets
available for benefits for the three-month period ended December 29, 1999. 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 the Bristol
Compressors Thrift and Retirement Plan as of December 29, 1999 and September 30,
1999, and the changes in net assets available for benefits for the three-month
period ended December 29, 1999 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 schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ KMPG LLP
June 9, 2000
4
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BRISTOL COMPRESSORS
Thrift and Retirement Plan
Statements of Net Assets Available for Benefits
December 29, 1999 and September 30, 1999
<TABLE>
<CAPTION>
December 29, September 30,
Assets 1999 1999
---------------- ----------------
<S> <C> <C>
Investments:
At fair value $ 21,089,434 18,115,726
At contract value 15,250,384 14,885,256
Participant notes receivable, at cost 2,057,543 1,945,058
---------------- ----------------
Total investments 38,397,361 34,946,040
---------------- ----------------
Receivables:
Employer's contribution 221,958 312,925
Participants' contributions 202,308 284,572
Interest 14,527 19,291
---------------- ----------------
Total receivables 438,793 616,788
---------------- ----------------
Net assets available for benefits $ 38,836,154 35,562,828
================ ================
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
BRISTOL COMPRESSORS
Thrift and Retirement Plan
Statement of Changes in Net Assets Available for Benefits
Three-Month Period Ended December 29, 1999
<TABLE>
<CAPTION>
Additions 1999
----------------
<S> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments $ 2,136,113
Interest and dividends 843,522
Contributions:
Employer's 584,493
Participants' 596,542
----------------
Total additions 4,160,670
----------------
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 875,779
Administrative expenses 11,565
----------------
Total deductions 887,344
----------------
Net increase 3,273,326
Net assets available for benefits:
Beginning of period 35,562,828
----------------
End of period $ 38,836,154
================
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
BRISTOL COMPRESSORS
Thrift and Retirement Plan
Notes to Financial Statements
December 29, 1999 and September 30, 1999
(1) Plan Description
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.
(a) 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 the age of
18 and completed at least 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.
Effective December 29, 1999, the Plan Sponsor amended the Plan as
follows:
. Plan year changed from the 12-month period ending September 30
to the 12-month period beginning December 30 and ending
December 29 except for the short plan year beginning October
1, 1999 and ending December 29, 1999.
. For purposes of determining eligibility and vesting,
participants who complete at least 1,000 hours of service
during the period October 1, 1999 through September 30, 2000
shall be credited with a year of service.
. For purposes of eligibility, to receive a profit sharing
contribution with respect to the plan year beginning October
1, 1999 and ending December 29, 1999, a participant who
completes at least 250 hours of service during such plan year
will be credited with a year of service.
(b) Contributions
Each participant that elects to participate in the savings portion
of the Plan, shall contribute after-tax contributions or pretax
elective deferral amounts 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 also
contribute each year a profit sharing contribution to the Plan in
amounts equal to 3.2% to 4.0% of compensation, as defined and
limited in the Plan, to participants who have completed a Year of
Service and are employed on the last day of the Plan Year.
7
<PAGE>
BRISTOL COMPRESSORS
Thrift and Retirement Plan
Notes to Financial Statements
December 29, 1999 and September 30, 1999
(c) Participant Accounts
Each participant's account is credited with the participant's contribution
and allocations of (a) the Company's contribution and, (b) Plan earnings,
and charged with an allocation of administrative expenses paid by the Plan.
Allocations are based on participant earnings or account balances, as
defined. The benefit to which a participant is entitled is the benefit that
can be provided from the participant's vested account.
(d) Vesting
Participants are immediately vested in their contributions and their
employer matching contributions plus actual earnings thereon. Vesting in
the Company's profit sharing contribution account 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
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(e) Investment Options
Upon enrollment in the Plan, a participant may direct employee
contributions in 10 percent increments in any of fifteen investment
options.
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.
8
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BRISTOL COMPRESSORS
Thrift and Retirement Plan
Notes to Financial Statements
December 29, 1999 and September 30, 1999
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 & 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 securities.
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 "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.
9
<PAGE>
BRISTOL COMPRESSORS
Thrift and Retirement Plan
Notes to Financial Statements
December 29, 1999 and September 30, 1999
The "Spartan 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 Portfolio 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 index, 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) securities or above with
maturities of at 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 "York International Stock Fund" is an unmanaged
non-diversified investment option consisting primarily of York
International Corporation common 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 Corporation common 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 Corporation common stock. If
participants choose to invest in the York International Stock
Fund, the following restrictions will apply to their
investment:
. 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.
. No Rollover Purchase - participants will not be permitted to
invest any portion of a rollover contribution in the York
International Stock Fund.
. 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.
. 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 a "window" period that will be established by the
Plan Sponsor. Throughout the year, participants will be
notified of upcoming window periods.
Participants may change their investment options once a month.
10
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BRISTOL COMPRESSORS
Thrift and Retirement Plan
Notes to Financial Statements
December 29, 1999 and September 30, 1999
(f) Participant Notes Receivable
Participants may borrow from their fund accounts a minimum of
$1,000 up to a maximum equal to the lessor of $50,000 or 50
percent of their vested account balance. Loan transactions are
treated as a transfer to (from) the investment fund from (to) the
Participants Notes Receivable fund. Loan terms range from 1-5
years or up to a reasonable amount of time for the purchase of a
primary residence. The loans are secured by the balance in the
participant's account and bear a fixed or variable rate of
interest commensurate with the interest rates charged by persons
in the business of lending money on a national basis for loans
that would be made under similar circumstances. Interest rates
range from 9.5 percent to 9.75 percent. Principal and interest is
paid ratably through quarterly payroll deductions.
(g) 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, annual installments, or an annuity. For the York
International Stock Fund, participants may elect to receive cash
or shares of York International Corporation stock and cash with
cash representing the value of any fractional share. For
termination of service due to other reasons, a participant may
receive the value of the vested interest in his or her account.
(h) Forfeited Accounts
At December 29, 1999, forfeited nonvested accounts totaled
$185,133. These accounts will be used to reduce future employer
contributions. Employer contributions were not reduced by
forfeited nonvested accounts during the three-month period ending
December 29, 1999.
(2) Summary of Significant Accounting Policies
(a) Basis of Accounting
The financial statements of the Plan are prepared on the accrual
basis of accounting.
(b) Administrative Expenses
Certain administrative expenses are paid by the Plan Sponsor.
(c) 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 changes therein, and disclosure of
contingent assets and liabilities. Actual results could differ
from those estimates.
11
<PAGE>
BRISTOL COMPRESSORS
Thrift and Retirement Plan
Notes to Financial Statements
December 29, 1999 and Setempber 30, 1999
(d) Investment Valuation and Income Recognition
Investments in the Magellan Fund, Puritan Fund, Equity Income
Fund, Growth & Income Fund, OTC Portfolio Fund, Overseas Fund,
Freedom Income Fund, Freedom 2000 Fund, Freedom 2010 Fund, Freedom
2020 Fund, Freedom 2030 Fund, Spartan U.S. Equity Index Fund, and
Fidelity U.S. Bond Index Portfolio Fund are stated at fair value
as reported by the Trustee.
Participant Notes Receivable are valued at cost which approximates
fair value.
The Fixed Income Fund is fully benefit-responsive and in
accordance with Statement of Position No. 94-4 "Reporting of
Investment Contracts Held by Health and Welfare Benefit Plans and
Defined Contribution Plans" is recorded at contract value, which
approximates fair value. Contract value represents contributions
made under the contract, plus earnings, less Plan withdrawals and
administrative expenses. The average yield for the three-months
ended December 29, 1999 was 6.06%. The crediting interest rate at
December 29, 1999 was 6.32%. Crediting interest rates for
traditional bank and insurance company contracts are primarily
fixed for the life of the contract. Crediting interest rates for
synthetic contracts are reset monthly or quarterly, depending on
contract terms.
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.
(e) Payment of Benefits
Benefits are recorded when paid.
(3) Investments
In September 1999, the American Institute of Certified Public Accountants
issued Statement of Position 99-3, Accounting for and Reporting of
Certain Defined Contribution Plan Investments and Other Disclosure
Matters (SOP 99-3). SOP 99-3 simplifies the disclosure for certain
investments and is effective for plan years ending after December 15,
1999. Accordingly, information previously required to be disclosed about
participant-directed fund investment programs is not presented in the
Plan's December 29, 1999 financial statements. The Plan's September 30,
1999 financial statements have been reclassified to conform with the
current presentation.
12
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BRISTOL COMPRESSORS
Thrift and Retirement Plan
Notes to Financial Statements
December 29, 1999 and September 30, 1999
The following table separately identifies those investments which represent 5
percent or more of the Plan's net assets.
December 29, September 30,
1999 1999
Mutual Funds: -------------- -------------
Fixed Income Fund (1) $ 15,250,384 14,885,256
Magellan Fund 5,781,109 5,099,151
Freedom 2010 Fund 2,535,609 2,242,473
OTC Portfolio Fund 1,944,387 1,318,962
Freedom 2020 Fund 2,220,655 1,755,204
Other 8,607,674 7,699,936
Participant Notes Receivable 2,057,543 1,945,058
-------------- -------------
$ 38,397,361 34,946,040
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(1) Includes nonparticipant-directed unallocated forfeited nonvested
accounts of $185,133 and $123,216 at December 29, 1999 and
September 30, 1999, respectively. The increase is attributable to
additional forfeited nonvested accounts of $61,917 for the three-
month period ended December 31, 1999.
During the three-month period ended December 29, 1999, the Plan's
investments in mutual funds (including gains and losses on investments
bought and sold, as well as held during the period) appreciated in value by
$2,136,113.
(4) Related Party Transactions
Certain Plan investments are shares of mutual funds managed by Fidelity
Management Trust Company (Fidelity). Fidelity is the trustee as defined by
the Plan and therefore, these transactions qualify as party-in-interest.
Fees paid by the Plan for investment management services amounted to
$11,565 for the three months ended December 29, 1999.
In addition, the Plan may invest in a fund containing common stock of the
Plan sponsor, York International Corporation, and therefore, these
transactions qualify as party-in-interest transactions.
(5) Plan Termination
Although it has not expressed any intent to do so, the Plan sponsor has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100 percent vested in their accounts.
(6) Tax Status
The Internal Revenue Service has determined and informed the Plan Sponsor
by a 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.
13
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BRISTOL COMPRESSORS
Thrift and Retirement Plan
Schedule of Assets Held for Investment Purposes
December 29, 1999
<TABLE>
<CAPTION>
Current
Identity of issuer Description of investment value
---------------------------------- -------------------------------------------------------- -------------
<S> <C> <C>
* Fidelity Investments Fixed Income Fund (1) $15,250,384
* Fidelity Investments Puritan Fund 866,377
* Fidelity Investments Magellan Fund 5,781,109
* Fidelity Investments Equity Income Fund 706,137
* Fidelity Investments Growth & Income Fund 1,557,224
* Fidelity Investments OTC Portfolio Fund 1,944,387
* Fidelity Investments Overseas Fund 432,191
* Fidelity Investments Freedom Income Fund 41,405
* Fidelity Investments Freedom 2000 Fund 975,521
* Fidelity Investments Freedom 2010 Fund 2,535,609
* Fidelity Investments Freedom 2020 Fund 2,220,655
* Fidelity Investments Freedom 2030 Fund 1,717,274
* Fidelity Investments Spartan U.S. Equity Index Fund 1,857,720
* Fidelity Investments U.S. Bond Index Portfolio Fund 453,825
Participant Notes Receivable (interest of 9.5% - 9.75%) 2,057,543
-----------
$38,397,361
===========
</TABLE>
* Party-in-Interest
(1) Includes nonparticipant-directed amounts at cost and current value of
$185,133.
14
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EXHIBIT INDEX
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Exhibit No. Document
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23 Consent of Independent Auditors
15
