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, 2001
|_| 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)
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, 2001 and December 24, 2000.
Statement of changes in net assets available for plan benefits for each
of the years ended December 24, 2001, December 24, 2000 and December
24, 1999.
Accompanying notes for the financial statements.
Schedule of assets held for investment purposes.
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: July 2, 2002
BGEA/BOSTON GLOBE
EMPLOYEE SAVINGS PLAN
FINANCIAL STATEMENTS
December 24, 2001 and 2000
TABLE OF CONTENTS
Page
Independent Auditors' Report ............................................... 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
Schedule of Assets Held for Investment Purposes..............................9
INDEPENDENT AUDITORS' REPORT
To the Administrative Trustees of the
BGEA/Boston Globe Employee Savings Plan:
We were engaged to audit the accompanying statements of net assets available for
plan benefits of the BGEA/Boston Globe Employee Savings Plan as of December 24,
2001 and 2000, and the related statements of changes in net assets available for
plan benefits for the years ended December 24, 2001 and 2000, and the period
ended December 24, 1999, and the supplemental schedule of assets held for
investment purposes at end of the year at December 24, 2001. These financial
statements and supplemental schedule are the responsibility of the Plan's
management.
As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, the plan administrator instructed us not to perform, and
we did not perform, any auditing procedures with respect to the information
summarized in note 3, which was certified by Putnam Fiduciary Trust Company, the
trustee of the Plan, except for comparing the information with the related
information included in the financial statements and supplemental schedule. We
have been informed by the plan administrator that the trustee holds the Plan's
investment assets and executes investment transactions. The plan administrator
has obtained a certification from the trustee as of and for the years ended
December 24, 2001 and 2000, and for the period ended December 24, 1999, that the
information provided to the plan administrator by the trustee is complete and
accurate.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the accompanying financial
statements and schedules taken as a whole. The form and content of the
information included in the financial statements and schedules, other than that
derived from the information certified by the trustee, have been audited by us
in accordance with auditing standards generally accepted in the United States of
America and, in our opinion, are presented in compliance with the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.
John M. Hoffman & Associates, CPAs
Boston, Massachusetts
June 27, 2002
1
BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 24, 2001 and 2000
2001 2000
----------- -----------
Assets:
Investments, at fair market value:
Mutual funds $31,947,854 $38,109,794
Equity securities 4,690,084 4,968,283
Participants' notes receivable 643,070 791,418
----------- -----------
Subtotal 37,281,008 43,869,495
Receivables:
Participant contributions 57,155 --
Employer matching contribution 13,613 --
Employer 401(a) contribution 10,840 --
----------- -----------
Subtotal 81,608 --
----------- -----------
Total assets 37,362,616 43,869,495
Liabilities:
Administrative expenses payable -- --
----------- -----------
Net assets available for plan benefits $37,362,616 $43,869,495
=========== ===========
The accompanying notes are an integral part of these financial statements.
2
BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 24, 2001, 2000 and 1999
2001 2000 1999
------------ ------------ ------------
Additions:
Contributions:
Participants $ 4,155,300 $ 3,877,540 $ 3,632,216
Rollover 104,368 447,543 80,941
Employer matching 904,797 780,915 422,549
Employer discretionary 618,287 555,068 543,682
Interest and dividend income 1,158,808 3,684,841 3,037,536
Net (depreciation) appreciation
in fair value of investments (7,082,219) (6,615,164) 7,709,244
------------ ------------ ------------
Total additions (140,659) 2,730,743 15,426,168
------------ ------------ ------------
Deductions:
Benefits paid to participants 6,361,134 4,357,225 3,286,727
Administrative fees 5,086 8,892 8,511
------------ ------------ ------------
Total deductions 6,366,220 4,366,117 3,295,238
------------ ------------ ------------
Net (decrease) increase (6,506,879) (1,635,374) 12,130,930
Net assets available for plan benefits:
Beginning of year 43,869,495 45,504,869 33,373,939
------------ ------------ ------------
End of year $ 37,362,616 $ 43,869,495 $ 45,504,869
============ ============ ============
The accompanying notes are an integral part of these financial statements.
3
BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
Notes to the Financial Statements
December 24, 2001 and 2000
(1) 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.
(a) 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).
(b) CONTRIBUTIONS
Participants enter into a salary reduction agreement with the
Employer, subject to statutory limitations, and the Employer
contributes to the plan on the employee's behalf. Participants may
make qualified rollover contributions to the plan. Participants'
contributions shall be invested in the Plan in accordance with the
participants' investment elections.
(c) PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contribution and reflects an allocation (based on participant
account balances) of (a) fund earnings of each fund in which the
participant elects contributions, and (b) administrative expenses.
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.
(d) INVESTMENT OPTIONS
Participants may elect to contribute into any of twelve [12] Putnam
mutual funds and six [6] stocks: Domini Social Equity, Putnam Health
Sciences, Putnam Diversified Income Trust, Putnam International
Growth Fund, The George Putnam Fund of Boston, The Putnam Fund for
Growth & Income, Putnam New Opportunities Fund, Putnam Voyager Fund,
Putnam Vista Fund, Putnam U.S. Government Income Trust, Putnam S&P
500 Index Fund, Putnam Money Market Fund, New York Times, Lucent
Technologies, AT&T Wireless Service Inc., AT&T Corp., NCR Corporate,
and Avaya.
(e) MATCHING CONTRIBUTIONS
During 2001 and 2000 the Company matched 33 1/3% of employee
contributions up to a maximum of 6% of compensation.
(f) EMPLOYER CONTRIBUTIONS
During 2001 and 2000 the Company contributed 1% of compensation for
all eligible employees.
4
BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
Notes to the Financial Statements
December 24, 2001 and 2000
(g) 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.
(h) 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.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The Plan's financial statements have been prepared on the accrual
basis of accounting in accordance with accounting principles
generally accepted in the United States of America. The presentation
of financial statements in conformity with accounting principles
generally accepted in the United States of America 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.
(b) 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
BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
Notes to the Financial Statements
December 24, 2001 and 2000
(3) INFORMATION CERTIFIED BY PUTNAM FIDUCIARY TRUST COMPANY (UNAUDITED)
The Company has elected the method of annual reporting compliance
permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. Accordingly, Putnam Fiduciary Trust Company
has certified the following information included in the accompanying
financial statements and supplemental schedules as complete and accurate
as of December 24, 2001 and 2000 and for the years then ended:
AT DECEMBER 24,
----------------------------
2001 2000
----------- -----------
Investments at fair value:
Mutual funds:
Putnam Money Market $ 2,543,651* $ 2,024,178
Putnam U.S. Government Trust 1,120,660 766,726
Putnam Growth & Income 1,226,551 1,051,947
Domini Social Equity 266,923 106,643
Putnam Diversified Income Trust 1,104,783 900,960
Putnam New Opportunities 2,797,067* 3,678,788*
Putnam Vista Fund 2,868,643* 4,498,153*
The George Putnam Fund of Boston 4,006,947* 4,334,664*
Putnam S&P 500 Index Fund 1,535,849 1,260,998
Putnam International Growth 935,516 981,034
Putnam Health Sciences Trust 4,898,259* 6,362,849*
Putnam Voyager Fund 8,643,005* 12,142,855*
----------- -----------
Subtotal 31,947,854 38,109,795
Equity securities:
New York Times 4,515,323* 4,760,566*
AT&T Corporation 76,360 72,551
Lucent Technologies 64,429 116,924
Avaya 3,265 7,585
AT&T Wireless Service, Inc. 16,077 --
NCR Corporation 14,630 10,656
----------- -----------
Subtotal 4,690,084 4,968,282
Participant loans 643,070 791,418
----------- -----------
$37,281,008 $43,869,495
=========== ===========
* Investment represents 5% or more of the Plan's net assets.
6
BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
Notes to the Financial Statements
December 24, 2001 and 2000
(3) INFORMATION CERTIFIED BY PUTNAM FIDUCIARY TRUST COMPANY (UNAUDITED),
CONTINUED
DURING 2001 AND 2000, THE PLAN'S INVESTMENTS (INCLUDING GAINS AND LOSSES ON
INVESTMENTS BOUGHT AND SOLD, AS WELL AS HELD DURING THE YEAR) (DEPRECIATED)
APPRECIATED IN VALUE AS FOLLOWS:
2001 2000
----------- -----------
Mutual funds $(7,588,942) $(4,963,452)
Equity securities 506,723 (1,651,712)
----------- -----------
$(7,082,219) $(6,615,164)
=========== ===========
During 2001 and 2000, the Plan earned dividend and interest income as
follows:
2001 2000
----------- -----------
Dividend income $ 1,097,736 $ 3,621,757
Loan interest 61,072 63,084
----------- -----------
$ 1,158,808 $ 3,684,841
=========== ===========
(4) 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.
(5) 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 $643,070 and $791,418 as of December 24, 2001 and
2000, respectively.
(6) TAX STATUS
The Plan as written is qualified under the Internal Revenue Code as being
exempt from federal income taxes under section 501(c). A favorable
determination letter dated October 12, 1990 has been received from the
Internal Revenue Service.
7
BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
Notes to the Financial Statements
December 24, 2001 and 2000
(7) FORM 5500 RECONCILIATION
THE FOLLOWING IS A RECONCILIATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS PER
THE FINANCIAL STATEMENTS TO FORM 5500 AS OF DECEMBER 24, 2001 AND 2000:
2001 2000
------------ ------------
Net assets available for plan benefits per the
financial statements $ 37,362,616 $ 43,869,495
Participant contributions receivable (57,155) --
Employer matching contribution receivable (13,613)
Employer 401(a) contribution receivable (10,840) --
------------ ------------
Net assets available for plan benefits per Form 5500 $ 37,281,008 $ 43,869,495
============ ============
8
BGEA/BOSTON GLOBE EMPLOYEE SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of the Year
December 24, 2001
(b) (c)
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF INVESTMENT INCLUDING
LESSOR OR MATURITY DATE, RATE OF INTEREST, (d) (e)
(a) SIMILAR PARTY COLLATERAL, PAR, OR MATURITY VALUE COST CURRENT VALUE
------------------------------------ ------------------------------------------------------------ ------------- -----------------
* Putnam Investments Putnam Money Market Fund, 2,543,651 shares ** $ 2,543,651
* Putnam Investments Putnam S&P 500, 55,326 shares ** 1,535,849
* Putnam Investments Domini Social Equity, 9,781 shares ** 266,923
* Putnam Investments Putnam Health Services, 77,394 shares ** 4,898,259
* Putnam Investments Putnam Diversified Income Trust, 119,050 shares ** 1,104,783
* Putnam Investments Putnam International Growth Fund, 48,322 shares ** 935,516
* Putnam Investments The George Putnam Fund of Boston, 240,947 shares ** 4,006,947
* Putnam Investments The Putnam Fund for Growth & Income, 69,572 shares ** 1,226,551
* Putnam Investments Putnam New Opportunities Fund, 67,448 shares ** 2,797,067
* Putnam Investments Putnam Voyager Fund, 487,754 shares ** 8,643,005
* Putnam Investments Putnam Vista Fund, 327,097 shares ** 2,868,643
* Putnam Investments Putnam U.S. Government Income Trust, 87,415 shares ** 1,120,660
* New York Times Common Stock, 103,325 shares ** 4,515,323
AT&T Corp. Common Stock, 4,161 shares ** 76,360
NCR Corp. Common Stock, 394 shares ** 14,630
Lucent Technologies Common Stock, 10,580 shares ** 64,429
AT&T Wireless Service, Inc. Common Stock, 1,210 shares ** 16,077
Avaya Common Stock, 268 shares ** 3,265
* Participants Participant loans with interest rates ranging from
6.0% to 10.5%. ** 643,070
---------------- -------------
Totals ** $ 37,281,008
================ =============
* Parties in interest.
** Cost information is omitted for participant-directed transactions under an
individual account plan.
See accompanying independent auditors' report.
9