SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE NEW YORK TIMES COMPANY
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(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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Notice of 19961997
Annual Meeting
and Proxy Statement
[LOGO]
THE NEW YORK TIMES COMPANY
229 West 43d Street, New York, NY 10036
212 556-1234
[LOGO] The New York Times Company
229 West 43d Street, New York, N. Y. 10036 (212) 556-1234
March 12, 1996[LOGO]
April 7, 1997
To Our Stockholders:
Our 19961997 Annual Meeting of Stockholders will be held on Tuesday, AprilFriday, May 16, at
9:3000 A.M., local time, at Town Hall, 123 West 43rdWTKR-TV, 720 Boush Street, New York, N.Y.
10036. I am pleased to note that this will be the 100th Annual Meeting of our
Company.Norfolk, VA 23510.
The accompanying Notice of Annual Meeting and Proxy Statement set forth the
business intended to be transacted. Time will be made available for a discussion
of these items as well as for other questions about the business affairs of the
Company. As usual, all stockholders will be sent a report of the meeting.
Louis V. Gerstner, Jr., Marian S. Heiskell and Cyrus R. Vance will be
retiring from our Board of Directors next month and are not nominees for
election at this year's Annual Meeting. They have served on our Board since
1986, 1963 and (except when he was Secretary of State from 1977 to 1980) 1975,
respectively. We are grateful for their immense contributions to the success of
the Company, and we wish them well.
Russell T. Lewis, the Company's President and Chief Operating Officer, and
Arthur O. Sulzberger, Jr., Publisher of THE NEW YORK TIMES, are new nominees for
election this year. We believe the addition of these two members of our senior
management team will strengthen our Board as we move into the next millenium.
This year our meeting will be held in Norfolk, Virginia, to continue our
program of rotating some meetings outside New York to areas where the Company
has significant business activities. Norfolk is the home of WTKR-TV, a
television station we acquired in 1995, and the Company's new Shared Services
Center (which, through the centralization of Company-wide accounting and
recordkeeping functions, will result in significant efficiencies). A map showing
you how to reach the meeting site appears on the outside back cover of this
Proxy Statement.
It is important that your shares be represented at the meeting, whether or
not you are personally able to attend. Accordingly, please sign, date and mail
the enclosed proxy card in the return envelope as promptly as possible. Your
cooperation in this regard will be very much appreciated.
Sincerely yours,
/s/ Arthur Ochs Sulzberger
ARTHUR OCHS SULZBERGER
ARTHUR OCHS SULZBERGER
ChairmanCHAIRMAN
[LOGO]
The New York Times Company
229 West 43d Street, New York, N. Y. 10036 (212) 556-1234
[LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held AprilMay 16, 19961997
TO THE HOLDERS OF CLASS A AND CLASS B COMMON STOCK OF
THE NEW YORK TIMES COMPANY:
The Annual Meeting of the holders of the Class A and Class B Common Stock of
The New York Times Company (the "Company") will be held at Town Hall, 123 West
43rdWTKR-TV, 720 Boush
Street, New York, N.Y. 10036,Norfolk, VA 23510, on Tuesday, AprilFriday, May 16, 1996,1997, at 9:3000 A.M., local time,
for the following purposes:
1. To elect a Board of 1514 members;
2. To consider and act upon a proposal to amend the Company's 1991
Executive Stock Incentive Plan to reserve an additional 10,000,000
shares of Class A Common Stock for issuance thereunder pursuant to the
exercise of stock options;
3. To ratify the selection of Deloitte & Touche LLP, independent
certified public accountants, as auditors for the fiscal year ending
December 29, 1996;28, 1997; and
4.3. To transact such other business as may properly come before the
meeting.
Holders of the Class A and Class B Common Stock of record at the close of
business on February 26, 1996,March 27, 1997, are entitled to notice of and to vote at this
meeting as set forth in the Proxy Statement. Class A stockholders are entitled
to vote for the election of five of the 1514 directors. Class A and Class B
stockholders, voting together as a single class, are entitled to vote on the
proposal to amend the Company's 1991 Executive Stock Incentive Plan, and for the
ratification of the selection of Deloitte & Touche LLP as auditors for 1996.1997.
Class B stockholders are entitled to vote for the election of 10nine of the 1514
directors and on all other matters presented to the meeting.
New York, N.Y.
March 12, 1996April 7, 1997
By Order of the Board of Directors
/s/ Laura J. Corwin
LAURA J. CORWIN
SecretarySECRETARY
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. THIS IS IMPORTANT FOR
THE PURPOSE OF INSURING A QUORUM AT THE MEETING.
[LOGO] THE NEW YORK TIMES COMPANY
[LOGO]
PROXY STATEMENT
TABLE OF CONTENTS
Page
Solicitation of Proxies.............................................. 1
Voting Securities of the Company................................. 1
Principal Holders of Common Stock................................ 1
Security Ownership of Management................................. 4
The 1986 Trusts.................................................. 6
Globe Voting Trust............................................... 7
Proposal Number 1: Election of Directors............................. 8
Class A Directors................................................ 9
Class B Directors................................................ 10
Interest of Directors in Certain Transactions of the Company..... 13
Certain Information about Executive Officers..................... 13
Certain Information about the Board of Directors................. 14
Compensation of Directors; Liability and Reimbursement Insurance. 15
Compensation of Executive Officers................................... 16
Summary Compensation Table....................................... 16
Option Grants in Last Fiscal Year................................ 17
Aggregated Option Exercises in Last Fiscal Year, and FY-End
Option Values.................................................. 18
Pension Plan Table............................................... 18
Performance Presentation......................................... 20
Compensation Committee Report.................................... 21
Compensation Committee Interlocks and Insider Participation...... 23
Proposal Number 2: Amendment of 1991 Executive Stock Incentive Plan.. 23
Purpose of the Amendment......................................... 23
Description of the Stock Plan.................................... 23
Federal Income Tax Consequences.................................. 26
Amendments; Non-exclusivity...................................... 27
Recommendation and Vote Required................................. 28
Proposal Number 3: Selection of Auditors............................. 28
Other Matters........................................................ 29
Discretionary Authority to Vote Proxy............................ 29
Page
-----
Solicitation of Proxies.................................................................................... 1
Voting Securities of the Company....................................................................... 1
Principal Holders of Common Stock...................................................................... 1
Security Ownership of Management....................................................................... 5
Section 16(a) Beneficial Ownership Reporting Compliance................................................ 8
The 1986 Trusts........................................................................................ 8
Globe Voting Trust..................................................................................... 9
Proposal Number 1: Election of Directors................................................................... 10
Class A Directors...................................................................................... 11
Class B Directors...................................................................................... 12
Interest of Directors in Certain Transactions of the Company........................................... 14
Certain Information about the Board of Directors....................................................... 14
Compensation of Directors; Liability and Reimbursement Insurance....................................... 15
Compensation of Executive Officers......................................................................... 17
Summary Compensation Table............................................................................. 17
Termination of Employment Arrangements................................................................. 18
Option Grants in Last Fiscal Year...................................................................... 18
Aggregated Option Exercises in Last Fiscal Year, and FY-End
Option Values........................................................................................ 19
Pension Plan Table..................................................................................... 19
Performance Presentation............................................................................... 20
Compensation Committee Report.......................................................................... 22
Proposal Number 2: Selection of Auditors................................................................... 24
Other Matters.............................................................................................. 24
Discretionary Authority to Vote Proxy.................................................................. 24
Annual Report; Annual Report on Form 10-K........................ 29
Submission of Stockholder Proposals.............................. 29
Appendix: 1995 Financial Report on Form 10-K.............................................................. 24
Submission of Stockholder Proposals.................................................................... 25
THE NEW YORK TIMES COMPANY
PROXY STATEMENT
19961997 ANNUAL MEETING OF STOCKHOLDERS
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SOLICITATION OF PROXIES
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The enclosed proxy is solicited by the Board of Directors of the Company for
use at the Annual Meeting of Stockholders to be held AprilMay 16, 1996,1997, and at any
adjournment or adjournments thereof. A proxy may be revoked by notice in writing
to the Secretary at any time prior to the exercise thereof or by execution of a
proxy bearing a later date. Each valid proxy received in time will be voted at
the meeting, and, if a choice is specified, it will be voted in accordance with
such specification. This Proxy Statement and the proxies solicited hereby are
being first sent or delivered to stockholders of the Company on or about March
12, 1996.April
7, 1997. The cost of solicitation of proxies, including the reimbursement to
banks and brokers for reasonable expenses of sending proxy material to their
principals, will be borne by the Company. The Company has engaged Georgeson &
Co., Inc. to assist in the solicitation of proxies from brokers, banks,
institutions and other fiduciaries by mail, telephone, telegraph and facsimile
for a fee of $7,500$6,500 plus out-of-pocket expenses. In addition, proxies may be
solicited by officers of the Company in person or by mail, telephone or
facsimile.
VOTING SECURITIES OF THE COMPANY
The Company has two classes of outstanding voting securities, the Class A
Common Stock, 10 cents par value, and the Class B Common Stock, 10 cents par
value. As of February 26, 1996,March 27, 1997, there were outstanding 97,225,56297,611,723 shares of Class A
Common Stock and 428,916425,001 shares of Class B Common Stock. Only holders of record
of the Class A or Class B Common Stock at the close of business on February 26, 1996,March 27,
1997, are entitled to vote at the meeting.
Each share of stock is entitled to one vote. The Class A stockholders have
limited voting rights and are entitled to vote for the election of five of the
1514 directors. Class A and Class B stockholders, voting together as a single
class, are entitled to vote on the proposal to amend the Company's 1991
Executive Stock Incentive Plan, and for the ratification of the selection of Deloitte &
Touche LLP as auditors for the fiscal year ending December 29, 1996.28, 1997. The Class B
stockholders are entitled to vote for the election of 10nine of the 1514 directors
and on all other matters presented to the meeting.
PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth the only persons who, to the knowledge of
management, owned beneficially on February 26, 1996,March 27, 1997, more than 5% of the
outstanding shares of either Class A or Class B Common Stock:
NAME AND ADDRESS SHARES (%)
- ----------------------------------- ----------------------------
CLASS A CLASS B
---------- -------
1986 Trusts(1,2)................... 3,694,050(3.8%) 369,405(86.1%
NAME AND ADDRESS SHARES (%)
- ------------------------------------------------------- --------------------------------------
CLASS A CLASS B
------------------- -----------------
1986 Trusts(1,2)....................................... 3,694,050(3.8%) 369,405(86.9%)
229 West 43d Street
New York, NY
Lynn G. Dolnick(1,2,3)................................. 3,716,948(3.8%) 369,964(87.1%)
229 West 43d Street
New York, NY
Marian S. Heiskell(1,2,3,4)........ 6,392,459(6.5%) 370,890(86.5%)
229 West 43d Street
New York, NY
1
NAME AND ADDRESS SHARES (%)
- --------------------------------------- ----------------------------
CLASS A CLASS B
---------- -------
Ruth S. Holmberg(1,2,3,5).............. 7,136,216(7.3%) 370,590(86.4%)
117 Tenth Street
Chattanooga, TN
Judith P. Sulzberger(1,2,3,6).......... 7,082,235(7.3%) 370,590(86.4%)
229 West 43d Street
New York, NY
Arthur Ochs Sulzberger(1,2,3,7)........ 7,987,949(8.2%) 371,190(86.5%)
229 West 43d Street
New York, NY
Globe Voting Trust(8).................. 6,149,816(6.3%) 0
William O. Taylor, Charles H. Taylor,
Benjamin B. Taylor, Benjamin Beale Baker
and Nancy B. Soulette, Trustees
c/o Bingham Dana & Gould
150 Federal Street
Boston, MA 02110
William O. Taylor(8,9)................. 6,305,327(6.5%) 0
135 Morrissey Boulevard
Boston, MA 02107
Charles H. Taylor(8,10)................ 6,154,816(6.3%
NAME AND ADDRESS SHARES (%)
- ------------------------------------------------------- ---------------------------------------
CLASS A CLASS B
------------------ -----------------
Marian S. Heiskell(1,2,4,5)............................ 6,343,215(6.5%) 370,890(87.3%)
229 West 43d Street
New York, NY
Ruth S. Holmberg(1,2,4,6).............................. 7,054,422(7.2%) 370,590(87.2%)
117 Tenth Street
Chattanooga, TN
Judith P. Sulzberger(1,2,4,7).......................... 7,036,722(7.2%) 370,590(87.2%)
229 West 43d Street
New York, NY
Arthur Ochs Sulzberger(1,2,4,8)........................ 8,025,691(8.2%) 371,190(87.3%)
229 West 43d Street
New York, NY
Globe Voting Trust(9).................................. 5,992,211(6.1%) 0
William O. Taylor, Charles H. Taylor,
Benjamin B. Taylor, Benjamin Beale Baker
and Nancy B. Soulette, Trustees
c/o Bingham Dana & Gould
150 Federal Street
Boston, MA 02110
William O. Taylor(9,10)................................ 6,104,220(6.3%) 0
135 Morrissey Boulevard
Boston, MA 02107
Charles H. Taylor(9,11)................................ 5,996,561(6.1%) 0
Globe Voting Trust
c/o Bingham Dana & Gould
150 Federal Street
Boston, MA 02110
Benjamin B. Taylor(9,12)............................... 6,252,032(6.4%) 0
135 Morrissey Boulevard
Boston, MA 02107
Nancy B. Soulette(9,13)................................ 5,992,230(6.1%) 0
Globe Voting Trust
c/o Bingham Dana & Gould
150 Federal Street
Boston, MA 02110
Benjamin Beale Baker(9,14)............................. 5,992,211(6.1%) 0
Globe Voting Trust
c/o Bingham Dana & Gould
150 Federal Street
Boston, MA 02110
Benjamin B. Taylor(8,11)............... 6,445,228(6.6%) 0
135 Morrissey Boulevard
Boston, MA 02107
Nancy B. Soulette(8,12)................ 6,149,835(6.3%) 0
Globe Voting Trust
c/o Bingham Dana & Gould
150 Federal Street
Boston, MA 02110
Benjamin Beale Baker(8,13)............. 6,149,816(6.3%) 0
Globe Voting Trust
c/o Bingham Dana & Gould
150 Federal Street
Boston, MA 02110
The Capital Group Companies, Inc.(14).. 6,013,250(6.2%) 0
333 South Hope Street
Los Angeles, CA 90071
2
NAME AND ADDRESS SHARES (%)
- ------------------------------------------------------- --------------------------------------
CLASS A CLASS B
------------------- -----------------
Mellon Bank Corporation(15)............................ 5,138,000(5.3%) 0
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
- ------------------------------------
1. Each of Dr. Dolnick, Mrs. Heiskell, Mrs. Holmberg, Dr. Sulzberger and Mr.
Sulzberger, as trustees of the 1986 Trusts (as described below in "The 1986
Trusts"), share voting and investment power with respect to the shares owned
by the 1986 Trusts; thus under current Securities and Exchange Commission ("SEC")
regulations, each may be deemed a beneficial owner of the shares held by
such 1986 Trusts. The shares held by the 1986 Trusts are therefore included
in the amounts listed in this table opposite the names of all fourfive of the
foregoing persons. As a result of this presentation, there are substantial
duplications in the number of shares and percentages shown in the table.
2. Class B Common Stock is convertible into Class A Common Stock on a
share-for-share basis. Ownership of Class B Common Stock is therefore deemed
to be beneficial ownership of Class A Common Stock under SEC regulations.
For purposes of the table of Class A ownership, it has been assumed that
each person listed therein as holding Class B Common Stock has converted
into Class A Common Stock all shares of Class B Common Stock of which that
person is deemed the beneficial owner. Thus all shares of Class B Common
Stock held by the 1986 Trusts and by Dr. Dolnick, Mrs. Heiskell, Mrs.
Holmberg, Dr. Sulzberger and Mr. Sulzberger have been included in the
calculation of the total amount of Class A Common Stock owned by each such
person as well as in the calculation of the total amount of Class B Common
Stock 2
owned by each such person. As a result of this presentation, there are
substantial duplications in the number of shares and percentages shown in
the table.
3. In addition to the amounts of Class A and B Common Stock set forth in notes
1 and 2, the holdings of Class A Common Stock reported for Dr. Dolnick
include (a) 10,818 shares of Class A Common Stock and 559 shares of Class B
Common Stock held jointly with her husband, (b) 929 shares of Class A Common
Stock held by the Golden Family Charitable Fund, Inc., of which Dr. Dolnick
has sole voting and investment power and (c) 10,592 shares of Class A Common
Stock held by two trusts of which Dr. Dolnick is the sole trustee, which was
created by Dr. Dolnick's brother, Michael Golden, for the benefit of his
daughters and of which Dr. Dolnick disclaims beneficial ownership.
4. The holdings of Class A Common Stock reported for Mrs. Heiskell, Mrs.
Holmberg, Mr. Sulzberger and Dr. Sulzberger include 54,60054,812 shares of Class A
Common Stock held by The Sulzberger Foundation, Inc., a private foundation
of which they are officers and directors. The holdings of Class A Common
Stock recorded for each of Mrs. Heiskell, Mrs. Holmberg and Dr. Sulzberger
include 5,0006,000 shares which could be acquired within 60 days under the
Company's Non-Employee Directors' Stock Option Plan.
4.5. In addition to the amounts of Class A and B Common Stock set forth in notes
1, 2 and 3,4, the holdings of Class A Common Stock recorded for Mrs. Heiskell
include 2,622,9212,572,465 shares of Class A Common Stock held directly and 14,403
shares of Class A Common Stock held by a trust of which Mrs. Heiskell is a
trustee, which was created by Mrs. Heiskell's mother for a child of Mr.
Sulzberger.
5.6. In addition to the amounts of Class A and B Common Stock set forth in notes
1, 2 and 3,4, the holdings of Class A Common Stock recorded for Mrs. Holmberg
include 3,376,3413,293,335 shares of Class A Common Stock held directly and 5,040
shares of Class A Common Stock held by three trusts of which Mrs. Holmberg
is a trustee, which were created by Mr. Holmberg for his children.
6. In addition to the amounts of Class A and Class B Common Stock set forth in
notes 1, 2 and 3, the holdings of Class A Common Stock recorded for Dr.
Sulzberger include 3,327,400 shares of Class A Common Stock held directly.
7. In addition to the amounts of Class A and Class B Common Stock set forth in
notes 1, 2 and 4, the holdings of Class A Common Stock recorded for Dr.
Sulzberger include 3,280,675 shares of Class A Common Stock held directly.
3
8. In addition to the amounts of Class A and Class B Common Stock set forth in
notes 1, 2 and 4, the holdings of Class A Common Stock reported for Mr.
Sulzberger include 3,222,4003,201,241 shares of Class A Common Stock held directly,
14,403 shares of Class A Common Stock held by a trust of which Mr.
Sulzberger is a trustee, which was created by his mother for a child of Mr.
Sulzberger, 750,000 shares of Class A Common Stock held by a trust created
by Mrs. Heiskell of which Mr. Sulzberger is the trustee and 250,711309,400 shares
of Class A Common Stock which could be acquired pursuant to options granted
under the Company's Executive Incentive Compensation Plan and the Company's
1991 Executive Stock Incentive Plan (the "Plans"). The holdings of Class A
Common Stock reported for Mr. Sulzberger exclude 1,870 shares of Class A
Common Stock owned by his wife as her separate property. Mr. Sulzberger also
holds 67,04768,454 retirement units (right under the Plans to receive shares of
Class A Common Stock in ten annual installments upon retirement), which are
excluded from the amounts shown.
8.9. Messrs. Taylor, Ms. Soulette and Mr. Baker, as trustees of the Globe Voting
Trust (as described below in "Globe Voting Trust"), share voting power with
respect to the 6,149,8165,992,211 shares of Class A Common Stock held by the Globe
Voting Trust. Except as set forth below in this note 89 and below in notes 9-13,10-14,
Messrs. Taylor, Ms. Soulette and Mr. Baker have no economic interest in
these shares and have no beneficial interest in the Globe Voting Trust.
Because Messrs. Taylor, Ms. Soulette and Mr. Baker have the power to vote
these shares, SEC rules also require inclusion of such shares in the Company's listing oftable as
beneficially owned by each such person's beneficial ownership of Company
stock.person. As a result of this presentation,
there are substantial duplications in the number of shares and percentages
shown in the table.
9.10. The holdings reported for Mr. William O. Taylor include the following
169,356125,854 shares of Class A Common Stock in which Mr. Taylor has an economic
interest: (a) 60,71752,942 shares held directly, (b) 8,437 shares held by a trust
of which Mr. Taylor is a co-trustee and sole beneficiary, (c) 63,419 shares
held through ownership of units in the Globe Voting Trust (as described
below in "Globe Voting Trust") by a trust of which Mr. Taylor is a
co-trustee and sole beneficiary, (d) 426 shares held through ownership of
units in the Globe Voting Trust by Mr. Taylor, and (e) 630 shares held by
Mr. Taylor's wife, and (f) 35,727 shares which could be acquired pursuant to
options granted under the Company's 1991 Executive Stock Incentive Plan.
Finally, thewife. The holdings recorded for Mr. Taylor also include 50,000
shares of Class A Common Stock held through a trust (other than the Globe
Voting Trust) of which Mr. Taylor is co-trustee. Mr. Taylor has no economic
interest in these shares and is not a beneficiary of such trust with respect
to such shares. Because Mr. Taylor shares the power to vote, and in some
cases, to dispose of or direct the disposition of, these shares, SEC rules
require inclusion of such shares in the Company's listing of his beneficial
ownership of Company stock.
10.table as beneficially owned by Mr.
Taylor.
11. The holdings reported for Mr. Charles H. Taylor include the following
326,960326,310 shares in which Mr. Taylor has an economic interest: (a) 5,0004,350
shares held directly, (b) 73,560 shares held through ownership of units in
the Globe Voting Trust (as described below in "Globe Voting Trust") by Mr.
Taylor, and (c) 248,400 shares held through ownership of units in the Globe
Voting Trust by a trust of which Mr. Taylor is a co-trustee and a
co-beneficiary in certain limited situations. The holdings recorded for Mr.
Taylor's holdingsTaylor also include 199,656 shares of Class A Common Stock held through
ownership of units in the Globe Voting Trust by a trust of which Mr. Taylor
is a co-trustee. Mr. Taylor has no economic interest in these shares and is not a contingent beneficiary of such trust with respect to such
shares. Because Mr. Taylor shares the power to vote and, in some cases, to
dispose of or direct the disposition of the shares, SEC rules require
inclusion of such shares in the Company's listing of his beneficial ownership of Company stock.
11.table as beneficially owned by Mr. Taylor.
12. The holdings reported for Mr. Benjamin B. Taylor include the following
262,749277,717 shares in which Mr. Taylor has an economic interest: (a) 1,104890 shares
held directly, (b) 14,199 shares held by a trust of which
3
Mr. Taylor is sole trustee and sole beneficiary, (c) 194,312172,115 shares held through ownership of units in the
Globe Voting Trust (as described below in "Globe Voting Trust") by a trust
of which Mr. Taylor is a co-trustee and sole beneficiary, (c) 37,500 shares
held through ownership of units in the Globe Voting Trust by a trust of
which Mr. Taylor's wife is a co-trustee and his future grandchildren are the
sole beneficiaries, (d) 5,343 shares held through ownership of units in the
Globe Voting Trust by Mr. Taylor as custodian for the benefit of his
children, (e) 1,338 shares held through
4
ownership of units in the Globe Voting Trust by a trust of which Mr.
Taylor's wife is a co-trustee and sole beneficiary, (f) 12,85326,931 shares which
could be acquired pursuant to options granted under the Company's 1991
Executive Stock Incentive Plan and (g) 33,600 shares which could be acquired
pursuant to options granted under stock option plans of Affiliated
Publications, Inc., former parent company of The Boston GlobeTHE BOSTON GLOBE ("API") (these
options were converted into options to purchase Class A Common Stock upon
the acquisition of API by the Company). Finally,The holdings recorded for Mr. Taylor's holdingsTaylor
also include 233,656198,400 shares of Class A Common Stock held through two trusts
(other than the Globe Voting Trust) of which Mr. Taylor is co-trustee. Mr.
Taylor has no economic interest in these shares and is not a beneficiary of
either trust with respect to such shares. Because Mr. Taylor shares the
power to vote and, in some cases, to dispose or direct the disposition of
these shares, SEC rules require the inclusion of such shares in the Company's listing of his beneficial ownership of
Company Stock.
12.table as
beneficially owned by Mr. Taylor.
13. The shares reported for Ms. Soulette include the following 92,219 shares in
which Ms. Soulette has an economic interest: (a) 19 shares held directly and
(b) 92,200 shares held through ownership of units in the Globe Voting Trust
by a trust of which Ms. Soulette.
13.Soulette is a co-trustee and sole beneficiary.
14. The shares reported for Mr. Baker include 276,657 shares in which Mr. Baker
has an economic interest, which shares are held through ownership of units
in the Globe Voting Trust by Mr. Baker.
14.15. According to information contained in its filing with the SEC pursuant to
Section 13(g) of the Securities Exchange Act of 1934, as amended, as of
December 31, 1995, The Capital Group Companies, Inc. had investment power
over 6,013,2501996, Mellon Bank Corporation beneficially owned 5,138,000
shares of Class A Common Stock through its11 direct and indirect subsidiaries,
Capital Guardian Trust Company (2,426,850 shares)including four banks and Capital Research and
Management Company (3,586,400 shares).seven registered investment advisors. According to
such filing, Mellon Bank Corporation has sole voting power over 4,628,000
shares, sole dispositive power over 3,631,000 shares, shared voting power
over 97,000 shares and shared dispositive power over 1,414,000 shares. The
filing also states that such shares were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the Company. The Capital Group Companies, Inc.Mellon Bank
Corporation has advised the Company that all such shares are beneficially
owned by accounts under discretionary
investment management of suchits direct and indirect subsidiaries in their various fiduciary
companies and that none of such accounts by
itselfno individual account owns 5% or more of the outstanding
Class A Common Stock.
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the beneficial ownership, reported to the Company
as of February 26, 1996,March 27, 1997, of Class A Common Stock, Class B Common Stock and 5 1/2%
Cumulative Prior Preference Stock, including shares as to which a right to
acquire ownership exists (for example, by the exercise of stock options, or the
conversion of Class B Common Stock into Class A Common Stock) within the meaning
of Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended, of
each director, andeach nominee, the chief executive officer and the fourfive other most
highly compensated executive officers of the Company during 1996 and all
directors, nominees and executive officers of the Company, as a group. A portion
of the shares reported below are held by the 1986 Trusts and the Globe Voting
Trust, whose trustees share voting and, in some cases, investment power with
respect thereto. See "1986 Trusts" and "Globe Voting Trust."
5 1/2%
CUMULATIVE PRIOR
COMMON STOCK PREFERENCE STOCK
---------------------------- ----------------
CLASS A CLASS B
---------- -------
John F. Akers(1).................... 9,000(*) 0 0
Director
Richard L. Gelb(1).................. 14,000(*) 0 0
Director
Louis V. Gerstner, Jr.(2)........... 6,500(*) 0 0
Director
David L. Gorham(3).................. 76,800(*) 0 0
Senior Vice President and Deputy
Chief Operating Officer
Marian S. Heiskell(4,9)............. 6,392,459(6.5%) 370,890(86.5%) 0
Director
A. Leon Higginbotham, Jr.(5)........ 3,200(*) 0 0
Director
4
5 1/2%
CUMULATIVE PRIOR
COMMON STOCK PREFERENCE STOCK
---------------------------- --------------------------------------- -----------------
CLASS A CLASS B
---------- -------
------------ ---------
John F. Akers(1)................................. 10,000(*) 0 0
Director
Richard L. Gelb(1)............................... 15,000(*) 0 0
Director
Louis V. Gerstner, Jr.(2)........................ 7,500(*) 0 0
Director
David L. Gorham(3)............................... 147,085(*) 0 0
Former Senior Vice President and Deputy Chief
Operating Officer
Marian S. Heiskell(4,8).......................... 6,343,215(6.5%) 370,890(87.3%) 0
Director
A. Leon Higginbotham, Jr.(5)..................... 4,200(*) 0 0
Director
Ruth S. Holmberg(4,9)............... 7,136,216(7.3%Holmberg(4,8)............................ 7,054,422(7.2%) 370,590(86.4%370,590(87.2%) 698(4%698(4.0%)
Director
Robert A. Lawrence(6)............... 19,998(*............................ 20,998(*) 0 0
Director
George B. Munroe(2)................. 6,000(*) 0 0
Director
Charles H. Price II(1).............. 6,000(*) 0 0
Director
Lance R. Primis(7).................. 175,063(*Russell T. Lewis................................. 923(*) 0 0
President and Chief Operating Officer and
nominee for director
George B. Munroe(2).............................. 7,000(*) 0 0
Director
Charles H. Price II(1)........................... 7,000(*) 0 0
Director
Lance R. Primis(7)............................... 0 0 0
Former President and Chief Operating Officer
George L. Shinn(1).................. 7,000(*............................... 8,000(*) 0 0
Director
Donald M. Stewart(1)................ 7,275(*............................. 8,075(*) 0 0
Director
Arthur Ochs Sulzberger(4,9)......... 7,987,949(8.2%Sulzberger(4,8)...................... 8,025,691(8.2%) 371,190(86.5%371,190(87.3%) 185(1.1%)
Chairman of the Board and Chief Executive
Officer
Arthur OchsO. Sulzberger, Jr.(8,9).... 102,653(*................... 103,890(*) 480(*) 180(1%180(1.0%)
Publisher of The New York TimesTHE NEW YORK TIMES and nominee for
director
Judith P. Sulzberger(4,9)........... 7,082,235(7.3%Sulzberger(4,8)........................ 7,036,722(7.2%) 370,590(86.4%370,590(87.2%) 185(1.1%)
Director
William O. Taylor(10)............... 6,305,327(6.5%............................ 6,104,220(6.3%) 0 0
Director, Publisher of The Boston
Globe and Chief Executive Officer of Globe
Newspaper Company
Cyrus R. Vance(1)................... 11,200(*................................ 12,200(*) 0 0
Director
All Directors, Nominees and Executive Officers(9) (31Officers(8)
(30 individuals)...................... 24,620,009(24.9%............................... 23,925,858(24.5%) 376,644(87.8%376,644(88.6%) 1,573(9%1,573(9.0%)
(FOOTNOTES ON FOLLOWING PAGE)
6
(FOOTNOTES FOR PRECEDING PAGE)
- ------------------------------------
* Less than 1%.
1. The amount reported for this director includes 6,000 shares of Class A
Common Stock which could be acquired within 60 days pursuant to options
under the Company's Non-Employee Directors' Stock Option Plan.
2. The amount reported for this director includes 5,000 shares of Class A
Common Stock which could be acquired within 60 days pursuant to options
under the Company's Non-Employee Directors' Stock Option Plan.
2. The amount reported for this director includes 4,000 shares of Class A
Common Stock which could be acquired within 60 days pursuant to options
under the Company's Non-Employee Directors' Stock Option Plan.
3. Effective January 1, 1997, Mr. Gorham retired and is therefore no longer an
executive officer. The amount reported for Mr. Gorham includes 13,5421,121 shares
of Class A Common Stock held directly including 400 shares held by Mr. Gorham's children, the
beneficial ownership of which Mr. Gorham disclaims, and 63,258145,964 shares which could be
acquired within 60 days pursuant to options under the Company's 1991
Executive Stock Incentive Plan and Executive Incentive Compensation Plan
(the "Plans"). (See "Compensation of Executive Officers," table of
"Aggregated Option Exercises in Last Fiscal Year, and FY-End Option
Values.") Mr. Gorham also holds 2,7352,784 retirement units (right under the
Plans to receive shares of Class A Common Stock in ten annual installments
upon retirement), which are excluded from the amount shown.
4. See "Principal Holders of Common Stock" and "1986 Trusts" for a discussion
of this director's holdings.
5. The amount reported for Judge Higginbotham includes 3,0004,000 shares of Class A
Common Stock which could be acquired within 60 days pursuant to options
under the Company's Non-Employee Directors' Stock Option Plan.
6. The sharesamount reported for Mr. Lawrence include 17,998 shares held directly and
2,000includes 3,000 shares which could be
acquired within 60 days under the Company's Non-Employee Directors' Stock
Option Plan.
7. The amount reported for Mr. Primis includes 28,289 shares of Class A Common
Stock held directly, including 800 shares heldresigned as custodian for Mr. Primis's
minor child, the beneficial ownership of which Mr. Primis disclaims, and
146,774 shares which could be acquired within 60 days pursuant to options
(Footnotes continued on following page)
5
(Footnotes continued from preceding page)
under the Company's Plans (see "Compensation of Executive Officers," table
of "Aggregated Option Exercises in Last Fiscal Year, and FY-End Option
Values").an executive officer effective September 20, 1996.
8. The amount reported for Mr. Sulzberger, Jr. includes 18,843 shares of Class
A Common Stock held directly, of which 9,703 shares are held jointly with
Mr. Sulzberger, Jr.'s wife; 5,995 shares held by trusts of which Mr.
Sulzberger, Jr. is a trustee, which were created by Mr. Sulzberger, Jr.'s
cousin for the benefit of the latter's children and of which Mr. Sulzberger,
Jr. disclaims beneficial ownership;
83,330 shares which could be acquired within 60 days pursuant to options
under the Company's Plans (see "Compensation of Executive Officers," table
of "Aggregated Option Exercises in Last Fiscal Year, and FY-End Option
Values"); and 480 shares which could be acquired upon conversion of Mr.
Sulzberger, Jr.'s 480 shares of Class B Common Stock. The holdings of Class
A Common Stock recorded for Mr. Sulzberger, Jr. exclude 8,080 shares held by
Mr. Sulzberger, Jr.'s wife as custodian for their minor children; Mr.
Sulzberger, Jr. disclaims beneficial ownership of these shares.
9. Class B Common Stock is convertible into Class A Common Stock on a
share-for-share basis. Ownership of Class B Common Stock is therefore deemed
to be beneficial ownership of Class A Common Stock under SEC regulations.
For purposes of the presentation of ownership of Class A Common Stock in
this table, it has been assumed that each director, nominee and executive
officer has converted into Class A Common Stock all shares of Class B Common
Stock of which that person is deemed the beneficial owner. Thus all shares
of Class B Common Stock held by the directors, nominees and executive
officers, including shares held by the 1986 Trusts, have been included in
the calculation of the total amount of Class A Common Stock owned by such
group as well as in the calculation of the total amount of Class B Common
Stock owned by such group.
9. The amount reported for Mr. Sulzberger, Jr. includes 33,982 shares of Class
A Common Stock held directly, of which 7,021 shares are held jointly with
Mr. Sulzberger, Jr.'s wife; 6,595 shares held by trusts of which Mr.
Sulzberger, Jr. is a trustee, which were created by Mr. Sulzberger, Jr.'s
cousin for the benefit of the latter's children and of which Mr. Sulzberger,
Jr. disclaims beneficial ownership; 69,428 shares which could be acquired
within 60 days pursuant to options under the Company's Plans (see
"Compensation of Executive Officers," table of "Aggregated Option Exercises
in Last Fiscal Year, and FY-End Option Values"); and 480 shares which could
be acquired upon conversion of Mr. Sulzberger, Jr.'s 480 shares of Class B
Common Stock. The holdings of Class A Common Stock recorded for Mr.
Sulzberger, Jr. exclude 9,060 shares held by Mr. Sulzberger, Jr.'s wife as
custodian for their minor children; Mr. Sulzberger, Jr. disclaims beneficial
ownership of these shares.
10. See "Principal Holders of Common Stock" and "Globe Voting Trust" for a
discussion of Mr. Taylor's holdings.
7
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's directors and executive officers are required to file reports
with the SEC of changes in their ownership of Company stock. Based on its review
of such reports, the Company believes that all filing requirements were met by
its directors and executive officers during 19951996 except thatfor the following late
filings by executive officers: Thomas H. Nied an(former executive officer, filed threeofficer), two
late reports respecting five transactions.one transaction each; James W. FitzGerald, one late
report respecting one transaction; Arthur O. Sulzberger, Jr., one late report
respecting two transactions; and Russell T. Lewis, his first required report
(Form 3) two days late.
THE 1986 TRUSTS
Mrs. Heiskell, Mrs. Holmberg, Dr. Sulzberger, and Mr. Sulzberger (the
"grantors") (see "Principal Holders of Common Stock") have executed indentures
creating four separate trusts (the "1986 Trusts"), one for the benefit of each
of the grantors and his or her family. Each grantor transferred to the 1986
Trust for his or her family the shares of Class B Common Stock and a portion of
the Class A Common Stock that he or she inherited from Adolph S. Ochs.
The grantors are the initial trustees of the 1986 Trusts. By instrument
dated December 5, 1996, the grantors amended their Trust Indentures to provide
for an additional fifth trustee of each of the 1986 Trusts. On December 19,
1996, the grantors appointed Lynn G. Dolnick, daughter of Mrs. Holmberg, as the
fifth trustee.
Each of the 1986 Trusts will continue in existence until the expiration of
21 years after the death of the survivor of all descendants of the mother of the
grantors, Mrs. Iphigene Ochs Sulzberger ("Mrs. Sulzberger") living on August 5,
1986. Each Indenture of Trust is subject to the terms and provisions of a
shareholders agreement (the "Shareholders Agreement") among the grantors, their
children and the Company, which restricts the transfer of Class B Common Stock
transferred to the 1986 Trusts by requiring, prior to any sale or transfer, the
offering of those shares among the other family shareholders (including the 1986
Trusts) and then to the Company at the Class A Common Stock market price then
prevailing (or if the Company is the purchaser, at the option of the selling
shareholder, in exchange for Class A Common Stock on a share-for-share basis),
and the conversion of such shares into Class A Common Stock if such purchase
rights are not exercised and the shares are to be transferred to a person or
persons other than family shareholders or the Company. There are certain
exceptions for gifts and other transfers within the family of Adolph S. Ochs
provided that the recipients become parties to the Shareholders Agreement.
In addition, the Shareholders Agreement provides that if the Company is a
party to a merger (other than a merger solely to change the Company's
jurisdiction of incorporation), consolidation or 6
plan of liquidation in which
the Class B Common Stock is exchanged for cash, stock, securities or any other
property of the Company or of any other corporation or entity, each signing
shareholder will convert his or her shares of Class B Common Stock into Class A
Common Stock prior to the effective date of such transaction so that a holder of
such shares will receive the same cash, stock or other consideration that a
holder of Class A Common Stock would receive in such a transaction. Except for
the foregoing, each signing shareholder has agreed not to convert any shares of
Class B Common Stock received from a trust created under the will of Adolph S.
Ochs into Class A Common Stock. The Shareholders Agreement will terminate upon
the expiration of 21 years after the death of the survivor of all descendants of
Mrs. Sulzberger living on August 5, 1986. The trustees of the 1986 Trusts have
also signed the Shareholders Agreement and become parties thereto.
The trustees of each 1986 Trust, subject to the limited exceptions described
below, are directed to retain the Class B Common Stock held in each 1986 Trust
and not to sell, distribute or convert such shares into Class A Common Stock and
to vote such Class B Common Stock against any merger, sale of assets or other
transaction pursuant to which control of The New York TimesTHE NEW YORK TIMES passes from the
trustees unless they
8
unanimously determine that the primary objective of the 1986 Trusts, which is to
maintain the editorial independence and integrity of The New York TimesTHE NEW YORK TIMES and to
continue it as an independent newspaper, entirely fearless, free of ulterior
influence and unselfishly devoted to the public welfare, can be achieved better
by the sale, distribution or conversion of such stock or by the implementation
of such transaction. If upon such determination any Class B Common Stock is
distributed to the beneficiaries of the 1986 Trusts, it must be distributed only
to descendants of Mrs. Sulzberger, subject to the provisions of the Shareholders
Agreement. Similarly, any sale by the 1986 Trusts of Class B Common Stock upon
such determination can be made only in compliance with the Shareholders
Agreement.
The trustees of each 1986 Trust are granted various powers and rights,
including among others: (i) to vote all the shares of Class A and Class B Common
Stock held by such 1986 Trusts; (ii) to fill any vacancy in the office of
trustee; (iii) to remove any successor trustee;trustee other than any of the four initial
trustees; and (iv) to amend certain provisions of the Trust Indenture, but not
the provisions relating to retaining the Class B Common Stock or the manner in
which such shares may be distributed, sold or converted. The trustees act by the
affirmative vote of threefour trustees, except that prior to any sale or distribution
of Class B Common Stock outside of the 1986 Trusts or conversion of Class B
Common Stock or a vote to approve a merger, sale of assets or other transaction
pursuant to which control of The New
York TimesTHE NEW YORK TIMES passes from the trustees, the
trustees must unanimously determine that the primary purpose of the 1986 Trusts
as described above is best achieved by such distribution, sale, conversion or
other transaction. Unanimity is also required for the amendment of those
provisions of the Trust Indenture which may be amended. An originalinitial trustee may
not be removed unless physically or mentally incapable of discharging the duties
of trustee.
Upon the termination of the 1986 Trusts at the end of the stated term
thereof, the shares of Class A and Class B Common Stock held by such trusts will
be distributed to the descendants then living of Mrs. Sulzberger.
GLOBE VOTING TRUST
The Globe Voting Trust was established on October 1, 1954, and amended on
October 1, 1993, the effective date of the Company's acquisition of API, the
parent company of The Boston GlobeTHE BOSTON GLOBE (the "API Acquisition"). Prior to January 16,
1996, another voting trust, the Jordan Voting Trust, beneficially owned
6,608,787 shares of Class A Common Stock, which had been received pursuant to
the API Acquisition by a trust created by one of the founders of The Boston
Globe for the benefit of his descendants. On January 16, 1996, the Jordan Voting
Trust terminated and certain beneficiaries thereof deposited with the Globe
Voting Trust 1,881,027 shares of Class A Common Stock received upon liquidation
of the Jordan Voting Trust. As a result, unitsUnits in the Globe
Voting Trust now
represent 7
6,149,8165,992,211 shares of Class A Common Stock received
pursuant to the API Acquisition, principally by descendants of the two founders
of The Boston GlobeTHE BOSTON GLOBE or by trusts for their benefit.
The trustees of the Globe Voting Trust have the sole power to exercise all
voting rights of stockholders with respect to shares of the Company's Class A
Common Stock deposited therein. Holders of Globe Voting Trust units, subject to
certain disposition restrictions contained in the Globe Voting Trust, have the
power to dispose, or to direct the disposition, of Globe Voting Trust units or
the underlying shares of the Company's Class A Common Stock. The Globe Voting
Trust restricts the number of shares of Class A Common Stock subject thereto
that can be sold by any one person in a year, restricts sales to broker's
transactions and sales to the Company, and requires that the trustees of the
Globe Voting Trust give notice to the Company if any holder of Globe Voting
Trust units withdraws from the Globe Voting Trust more than 10,000 shares in the
aggregate in any calendar year. Such restrictions and requirements do not apply
to the sale or gift to another beneficiary of such trust or a descendant of the
two founders of The Boston Globe;THE BOSTON GLOBE; however, in such case the transferee shall be
subject to the terms of the Globe Voting Trust. The Globe Voting Trust
terminates on September 30, 2003. William O. Taylor is one of the five trustees
of the Globe Voting Trust.
The Globe Voting Trust is not the beneficial owner of any of the shares of
Class B Common Stock of the Company.
9
- --------------------------------------------------------------------------------
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------
The persons named as proxies intend (unless authority is withheld) to vote
for the election as directors of the persons hereinafter named (the "Nominees"),
upon their nomination for such office at the Annual Meeting. Directors so
elected will hold office until the next Annual Meeting and until their
successors are elected and qualified.
The Certificate of Incorporation of the Company provides that Class A
stockholders have the right to vote for the election of 30% of the Board of
Directors, or the nearest larger whole number, if such percentage is not a whole
number. Accordingly, the Class A stockholders will elect five of the 1514
directors, and Class B stockholders will elect 10nine directors. Directors are
elected by a plurality of the votes cast.
The five Nominees for election as directors by the Class A stockholders are
Louis V. Gerstner, Jr., A. Leon Higginbotham, Jr., Robert A. Lawrence, Charles H. Price II, William O.
Taylor and Donald M. Stewart. The 10nine Nominees for election as directors by the
Class B stockholders are John F. Akers, Richard L. Gelb, Marian S. Heiskell,
Ruth S. Holmberg,
Russell T. Lewis, George B. Munroe, George L. Shinn, Arthur Ochs Sulzberger,
Arthur O. Sulzberger, Jr. and Judith P. Sulzberger. Mrs. Holmberg, Mr.
Sulzberger William O. Taylor and Cyrus R. Vance. Except as described
above in "Principal HoldersDr. Sulzberger are siblings. Mr. Sulzberger, Jr. is the son of
Common Stock" and "The 1986 Trusts," there are no
marriage, blood or adoption relationships among the Nominees.Mr. Sulzberger. All of the Nominees other than Messrs. Lewis and Sulzberger, Jr.
are currently directors of the Company and were elected at the Annual Meeting of
Stockholders held on April 18, 1995,16, 1996, for which proxies were solicited. Louis V.
Gerstner, Jr., Marian S. Heiskell and Cyrus R. Vance, currently directors, have
decided not to stand for re-election. The Board of Directors has amended the
by-laws to provide that the size of the Board will be reduced to 14 members,
effective May 16, 1997. Messrs. Taylor and Lawrence were elected directors by
the Board in October 1993, immediately following the consummation of the API
Acquisition. Mr. Taylor was formerly Chairman of the Board of API, and Mr.
Lawrence was a director of API. Their election to the Company's board was
required by the Agreement and Plan of Merger, dated as of June 11, 1993, as
amended as of August 12, 1993, among the Company, its subsidiary, Sphere, Inc.,
and API (the "API Merger Agreement"). The API Merger Agreement also requires the
Company to cause Messrs. Taylor and Lawrence to be nominees for director at
least through the Company's 1998 annual meeting. See "Interest of Directors in
Certain Transactions of the Company."
If any of the Nominees should become unavailable for election, all
uninstructed proxies will be voted for the election of such other person or
persons as may be designated by the Board, but the Board has no reason to
anticipate that this will occur. The following information is furnished with
respect to each of the Nominees and is based on information submitted by the
person named:
810
- --------------------------------------------------------------------------------
Name, Principal Occupation, and Other InformationNAME, PRINCIPAL OCCUPATION, AND OTHER INFORMATION
- --------------------------------------------------------------------------------
CLASS A DIRECTORS
[PHOTO] LOUIS V. GERSTNER, JR.
Chairman, Director and Chief Executive Officer, International
Business Machines Corporation ("IBM") (development,
manufacture and sale of advanced information-processing
products) from 1993
Chairman, Director and Chief Executive Officer, RJR Nabisco
Holdings Corp. from 1989 to 1993 (consumer products)
President, American Express Company (from 1985 to 1989)
(diversified financial and travel services)
Director of Bristol-Myers Squibb Company
Director Since: 1986
Committee Memberships: Finance (Chairman) and Compensation
Age: 54
[PHOTO]
THE HONORABLE A. LEON HIGGINBOTHAM, JR.
Of counsel, Paul, Weiss, Rifkind, Wharton & Garrison (law
firm), from 1993
Public Service Professor of Jurisprudence, Kennedy School of
Government,
Harvard University, from 1994
Commissioner, U.S. Commission on Civil Rights, from 1995
[PHOTO]
Senior Circuit Judge for the United States Court of Appeals,
Third Circuit (from 1991 to 1993); Chief Judge for the
United States Court of Appeals, Third Circuit (from 1990 to
1991); Circuit Judge for the United States Court of Appeals,
Third Circuit (from 1977 to 1991) Director Since: 1993
Committee Memberships: Audit and Employee Retirement Income
Security Act ("ERISA")
Age: 68
[PHOTO]69
ROBERT A. LAWRENCE
Director of various corporations and not-for-profit entities
Partner, Saltonstall & Co. from 1984 (family trust and investment
office)office, from 1984 to 1996)
Director or Trustee of 1234 funds managed by Metropolitan Life
Insurance Co.,
[PHOTO]
State Street Research and Management Co. and affiliates
Director Since: 1993
Committee Membership: Nominating (Chairman), Compensation and
ERISA
Age: 69
9
- --------------------------------------------------------------------------------
Name, Principal Occupation, and Other Information
- --------------------------------------------------------------------------------
[PHOTO]70
THE HONORABLE CHARLES H. PRICE II
Director of various corporations and not-for-profit entities
Chairman, Mercantile Bank of Kansas City, from 1992 to 1996,
and Director, Mercantile Bancorp (bank holding company),
from 1992 Chairman (from 1989 to 1992), President and Chief Executive
Officer (from 1990 to 1992), Ameribanc, Inc. (bank holding
company)1996
[PHOTO]
Director of Hanson PLC, Texaco Inc., Sprint Corporation360 DEG. Communications,
Inc. and U.S. Industries, Inc.
United States Ambassador to the United Kingdom of Great
Britain and Northern Ireland from 1983 to 1989
Director Since: 1989
Committee Memberships: Compensation and Employee Stock
Purchase Plan ("ESPP")
Age: 64
[PHOTO]66
DONALD M. STEWART
President of The College Board from 1987 (association of high schools
and colleges, sponsor of Scholastic Assessment Tests and
other academic activities), from 1987
Director of Principal Financial Group (Bankers Life of Iowa
Insurance
[PHOTO]
Company) and Campbell Soup Company, Trustee, Educational
Broadcasting Corporation (Thirteen/WNET-TV)
Director Since: 1986
Committee Memberships: ERISA (Chairman), Audit and AuditNominating
Age: 5758
11
- --------------------------------------------------------------------------------
NAME, PRINCIPAL OCCUPATION, AND OTHER INFORMATION
- --------------------------------------------------------------------------------
WILLIAM O. TAYLOR
Chairman and Chief Executive Officer, Globe Newspaper
Company, from 1982
Publisher, THE BOSTON GLOBE (from 1978 to 1997), Chairman and
Chief Executive Officer (from 1982 to 1993), President (from
1992 to 1993) and Director (from 1972 to 1993), Affiliated
Publications, Inc.
[PHOTO]
Director Since: 1993
Committee Membership: Finance
Age: 64
CLASS B DIRECTORS
[PHOTO]
JOHN F. AKERS
Director of various corporations
Chairman (from 1986 to 1993), Director (from 1983 to 1993),
Chief Executive Officer (from 1985 to 1993), and President
(from 1983 to 1989), IBM
[PHOTO]
Director of PepsiCo, Inc., Springs Industries, Inc., Zurich
Insurance Company-U.S., Lehman Brothers Holdings, Inc. and,
Hallmark Cards, Inc. and W.R. Grace & Co.
Director Since: 1985
Committee Memberships: Finance (Chairman), Compensation and
FinanceNominating
Age: 61
10
- --------------------------------------------------------------------------------
Name, Principal Occupation, and Other Information
- --------------------------------------------------------------------------------
[PHOTO]62
RICHARD L. GELB
Consultant and Director of various corporations and
not-for-profit entities Chairman Emeritus (from 1995),
Chairman (from 1976 to 1995), President (from 1972 to 1976),
Chief Executive Officer (from 1972 to 1993) and Director
(from 1960), Bristol-Myers Squibb Company (a diversified
healthcare company)
[PHOTO] Director of New York Life Insurance Company
and Bessemer
Securities Corporation
Director Since: 1974
Committee Memberships: Compensation (Chairman), Finance and
FinanceNominating
Age: 71
[PHOTO] MARIAN S. HEISKELL
Chairman, The New 42nd Street, Inc.
Director of various charitable organizations
Former Special Activities Director of the Company, Director of
various corporations from 1971 to 1991
Director Since: 1963
Committee Memberships: ESPP (Chairman) and Finance
Age: 77
[PHOTO]72
RUTH S. HOLMBERG
Chairman, Times Printing Company (The Chattanooga Times(THE CHATTANOOGA TIMES
newspaper), from 1992
Publisher, The Chattanooga Times,THE CHATTANOOGA TIMES, from 1964 to 1992
[PHOTO]
Director Since: 1961
Committee Memberships:Membership: ERISA
Age: 7576
RUSSELL T. LEWIS
President and Chief Operating Officer of the Company, from
1996
President and General Manager (from 1993 to 1996), Deputy
General Manager (from 1991 to 1993), Senior Vice President,
Production (from 1988 to 1991) and
[PHOTO]
Senior Vice President, Circulation (from 1984 to 1988), THE
NEW YORK TIMES
Age: 49
12
- --------------------------------------------------------------------------------
NAME, PRINCIPAL OCCUPATION, AND OTHER INFORMATION
- --------------------------------------------------------------------------------
GEORGE B. MUNROE
Director of various corporations and not-for-profit entities
Consultant (from 1987 to 1990), Chairman (from 1975 to 1987),
Chief Executive Officer (from 1969 to 1987) and Director
(from 1966 to 1994), Phelps Dodge Corporation (copper
mining, manufacturing and specialty chemicals)
[PHOTO]
Director of Santa Fe Pacific Gold Corporation
Director Since: 1988
Committee Membership:Memberships: Audit (Chairman), Finance and
FinanceNominating
Age: 74
11
- --------------------------------------------------------------------------------
Name, Principal Occupation, and Other Information
- --------------------------------------------------------------------------------
[PHOTO]75
GEORGE L. SHINN
Consultant and Corporate Director
Chairman of the Board and Chief Executive Officer (from 1976
to 1983) and Director (from 1976 to 1988), First Boston,
Inc. (international investment bank)
[PHOTO]
Trustee of 3843 funds of the Colonial Group of Mutual Funds
Director Since: 1978
Committee Memberships: Audit, ERISA and ESPP
Age: 73
[PHOTO]74
ARTHUR OCHS SULZBERGER
Chairman and Chief Executive Officer of the Company, from
1973
Publisher, The New York Times,THE NEW YORK TIMES, from 1963 to 1992
Director Since: 1959
[PHOTO]
Committee Membership: Nominating
Age: 7071
ARTHUR O. SULZBERGER, JR.
Publisher, THE NEW YORK TIMES, since 1992
Deputy Publisher (from 1988 to 1992) and Assistant Publisher
(from 1987 to 1988), THE NEW YORK TIMES
[PHOTO]
Age: 45
JUDITH P. SULZBERGER
Physician, Columbia College of Physicians & Surgeons, from
1992 (Genome Center, from 1996)
Attending Physician, St. Luke's-Roosevelt Hospital Center,
Division of Allergy,
[PHOTO]
Clinical Immunology and Infectious Diseases, from 1986 to
1991
Director Since: 1974
Committee Memberships: ESPP and ERISA
Age: 72
[PHOTO] WILLIAM O. TAYLOR
Publisher, The Boston Globe from 1978, Chairman and Chief
Executive Officer, Globe Newspaper Company, from 1982
Chairman and Chief Executive Officer (from 1982 to 1993),
President (from 1992 to 1993) and Director (from 1972 to
1993), Affiliated Publications, Inc.
Director Since: 1993
Committee Membership: Finance
Age: 63
[PHOTO] CYRUS R. VANCE
Partner, Simpson Thacher & Bartlett (law firm)
Director Since: 1975 (resigned January 1977 to become
Secretary of State; rejoined Board June 1980)
Committee Memberships: Audit
Age: 78
1273
13
INTEREST OF DIRECTORS IN CERTAIN TRANSACTIONS OF THE COMPANY
1. In the ordinary course of business, the Company and its subsidiaries from
time to time engage in transactions with other corporations or financial
institutions whose officers or directors are also directors of the Company. Such
transactions are conducted on an arm's length basis and may not come to the
attention of the directors or officers of the Company or of the other
corporations or financial institutions involved.
2. During 1995,1996, Arthur OchsO. Sulzberger, Jr., Mr. Sulzberger's son, was employed as Publisher of The New York Times;THE
NEW YORK TIMES; Stephen Golden, Mrs. Holmberg's son, was employed as Vice
President, Forest Products, Health, Safety and Environmental Affairs, of the
Company; Michael Golden, Mrs. Holmberg's son, was employed as Executive Vice President,
NYT Sports/Leisure Magazines, and as Vice
President and Publisher, Tennis magazine;Operations Development, of the Company; Daniel Cohen, Dr. Sulzberger's son, was
employed as Group Director,Vice President, Advertising Sales, and as Senior Vice President,
Advertising, Sales, both in the Advertising Department of The New York Times;THE NEW YORK TIMES; and Susan
W. Dryfoos, Mrs. Heiskell's daughter, was employed as Director, Times History
Productions. On January 1, 1996, Mr. Michael Golden became Vice
President, Operations Development, of the Company. With respect to services performed for the Company in 1995,1996, Mr.
Stephen Golden earned $200,000$225,000 and a bonus of $158,600; Mr. Michael Golden
earned $230,000$250,000 and a bonus of $45,598;
and$158,600; Mr. Cohen earned $148,000$177,927 and a bonus
of $50,400. In addition, Mr. Stephen
Golden$96,800; and Mr. Michael GoldenMs. Dryfoos earned bonuses$117,000 and a bonus of $46,325 and $53,380
respectively, which represented payments under the Company's long-term bonus
program.$50,400. See
"Compensation of Executive Officers" for a description of Mr. Sulzberger, Jr.'s compensation and "Compensation Committee Interlocks and
Insider Participation" for a description of Ms. Dryfoos's
compensation.
3. On October 1, 1993, the Company completed the acquisition of API, the
parent company of The Boston Globe.THE BOSTON GLOBE. Pursuant to the API Merger Agreement,
Messrs. Taylor and Lawrence were elected directors of the Company and named to
the Finance and Compensation Committees respectively. They will be included as
nominees for director at least through the 1998 annual meeting, provided they
are willing and able to serve.
The API Merger Agreement also provides Mr. Taylor (and his successors as
publisher of The Boston Globe)THE BOSTON GLOBE) certain management and other rights (including
agreements relating to the composition of the board of directors, the management
and the continued separate existence of Globe Newspaper Company ("GNC"), the
Company's subsidiary that owns The Boston Globe)THE BOSTON GLOBE). Mr. Taylor has an employment
agreement with GNC that provides that he will remain employed until December 31,
1998, at the salary (as adjusted in the ordinary course) and with the benefits
that he received prior to the merger. In addition, it provides that if his
employment ends as a result of a termination without cause, or as a result of
certain reasons specified therein, Mr. Taylor will become immediately vested in
all outstanding stock options, will become eligible for continued health
insurance coverage and outplacement services and will be entitled to receive the
larger of two salary settlement arrangements, one of which is the present value
of the sum of 125% of base salary and the target bonus for the remaining term of
the agreement, and the other of which is one dollar less than three times Mr.
Taylor's "base amount" as defined in Section 280G of the Internal Revenue Code
of 1986.
CERTAIN INFORMATION ABOUT EXECUTIVE OFFICERS
Diane P. Baker, the Company's Senior Vice President and Chief Financial
Officer, served as Chief Financial Officer of R. H. Macy & Co., Inc. ("Macy's")
from June 1990 to January 1995, as well as Senior Vice President-Finance from
June 1990 to April 1993 and Group Senior Vice President from April 1993 to
January 1995. Stuart Stoller, the Company's Vice President and Corporate
Controller, served in various corporate accounting positions at Macy's and its
predecessor company from 1980 through 1994, including Group Vice
President--Control and Accounting from August 1991 to November 1993 and Senior
Vice President--Control and Accounting from November 1993 to January 1995.
13
In January 1992, Macy's and substantially all of its subsidiaries filed
voluntary petitions for reorganization under chapter 11 ("Chapter 11") of the
United States Bankruptcy Code. A Chapter 11 plan of reorganization for Macy's
was confirmed and substantially consummated in December 1994.
CERTAIN INFORMATION ABOUT THE BOARD OF DIRECTORS
The Company has standing Audit, Compensation, Employee Retirement Income
Security Act ("ERISA"), Employee Stock Purchase Plan ("ESPP"), Finance and
FinanceNominating Committees. The Company does not have a standing nominating committee.Board of Directors established the Nominating
Committee in February 1997.
During 19951996, the Board of Directors had nine10 meetings. In addition, its
standing committees, Audit, Compensation, ERISA, ESPP and Finance, held a total
of 1924 meetings. All directors of the Company attended 75% or more of the total
meetings of the Board and committees of the Board of which they are members.
In summary, the functions performed by these committees, their number of
meetings and memberships are as follows:
14
The Audit Committee selects the independent auditors for the Company
(subject to ratification by the stockholders), reviews the scope and results of
the annual audit, approves the services to be performed by the independent
auditors, reviews the independence of the auditors, reviews the performance and
fees of the independent auditors, reviews the adequacy of the system of internal
accounting controls and reviews the scope and results of internal auditing
procedures. The current members of the Audit Committee are George B. Munroe,
Chairman, A. Leon Higginbotham, Jr., George L. Shinn, Donald M. Stewart and
Cyrus R. Vance. The Committee held three meetings during 1995.1996.
The Compensation Committee adopts and oversees the administration of
compensation plans for executive officers and senior management of the Company,
determines awards granted senior management under such plans, approves
remuneration arrangements for senior management, including all executive
officers of the Company, and reviews the reasonableness of all such
compensation. The current members of the Compensation Committee are Richard L.
Gelb, Chairman, John F. Akers, Louis V. Gerstner, Jr., Robert A. Lawrence and
Charles H. Price II. As required by the API Merger Agreement, Mr. Lawrence was
made a member of the Compensation Committee in October 1993 upon his election to
the Board of Directors. The Committee held fourseven meetings during 1995.1996.
The ERISA Committee appoints the members of the employee benefits committee
of the Company, appoints and reviews the performance of the trustees and
investment managers of the Company's pension plans and establishes and amends
the Company's employee welfare and pension benefit plans and related trusts. The
current members of the ERISA Committee are Donald M. Stewart, Chairman, A. Leon
Higginbotham, Jr., Ruth S. Holmberg, Robert A. Lawrence, George L. Shinn and
Judith P. Sulzberger. The Committee held twofive meetings in 1995.1996.
The ESPP Committee oversees the administration of the Employee Stock
Purchase Plan for eligible employees of the Company and its subsidiaries. In
that connection, the Committee has authority to adopt, administer and interpret
such rules and regulations concerning the ESPP and offerings thereunder as it
may deem advisable. The current members of the ESPP Committee are Marian S.
Heiskell, Chairman, Charles H. Price II, George L. Shinn and Judith P.
Sulzberger. The Committee held one meeting in 1995.1996.
The Finance Committee reviews the financial policies of the Company
including, without limitation, dividend policy, repurchase of the Company's
stock, short- and long-term financing, material acquisitions and dispositions
and capital expenditures. The current members of the Finance Committee are Louis
V. Gerstner, Jr., who was Chairman until February 20, 1997; John F. Akers, who
has been Chairman since February 20, 1997; Richard L. Gelb,Gelb; Marian S. Heiskell,Heiskell;
George B. MunroeMunroe; and William O. Taylor. As required by the API Merger
Agreement, Mr. Taylor was made a member of the Finance Committee in October 1993
upon his election to the Board of Directors. The Committee held nineeight meetings
in 1995.
14
1996.
The Nominating Committee's principal function is to screen and to recommend
candidates to fill vacancies on the Board of Directors. The current members of
the Nominating Committee are Robert A. Lawrence, Chairman, John F. Akers,
Richard L. Gelb, George B. Munroe, Donald M. Stewart and Arthur Ochs Sulzberger.
Stockholders wishing to recommend director candidates for consideration by the
Nominating Committee may do so by writing to the Secretary of the Company,
giving the recommended nominee's name, biographical data and qualifications,
accompanied by the written consent of the recommended nominee.
COMPENSATION OF DIRECTORS; LIABILITY AND REIMBURSEMENT INSURANCE
Under the By-Laws, the directors do not receive a salary for their services,
but may receive an annual retainer and a fixed sum for attendance at Board and
committee meetings. Pursuant to resolutions of the Board, non-employee directors
receive an annual retainer of $25,000, payable in quarterly installments of
$6,250 and a fee of $1,000 for attendance at each Board and Committee meeting.
In addition, they are paid their expenses of attendance. For 19951996, the Company
paid $547,189$584,761 in the form of retainers, meeting fees and expenses of attendance.
In addition, in 1991 each non-employee director began receiving annually an
15
option to purchase 1,000 shares of the Company's Class A Common Stock pursuant
to the Company's Non-Employee Directors' Stock Option Plan. Such options, which
are granted each year on the date of the Company's annual stockholders meeting
with an exercise price equal to the market value of the Class A Common Stock on
such date, become exercisable on the date of the next succeeding annual meeting
and remain exercisable for nineten years thereafter.from the date of grant.
Each director may participate in the Company's Matching Gifts Program,
pursuant to which the Company will match 150% of charitable contributions made
by such directors to colleges, schools, cultural or environmental organizations,
up to a maximum Company contribution of $4,500 per person per year.
The Company maintains life insurance on the life of each director who is not
also an employee of the Company in the amount of $100,000. The income required
by the Internal Revenue Service to be imputed in 19951996 to non-employee directors
because of the life insurance coverage was $7,200$5,616 in the aggregate. The Company
also maintains life insurance on the life of each non-employee director who
retired after 1991 in the amount of $25,000.
The Company has purchased directors' and officers' liability and reimbursement
insurance effective January 1, 1996,1997, for a period of two years. The combined
limit of liability for the insurance is $50,000,000 for the two-year term and
the total cost to the Company is $578,952.$552,100. The insurers providing the insurance
are ColumbiaContinental Casualty Company of Chicago, Illinois ($25,000,000), Gulf
Insurance Company of St. Louis, Missouri ($15,000,000), and Reliance Insurance
Company of Philadelphia, Pennsylvania ($10,000,000).
1516
- --------------------------------------------------------------------------------
COMPENSATION OF EXECUTIVE OFFICERS
- --------------------------------------------------------------------------------
The following tables and discussion summarize the compensation for the
fiscal year ended December 29, 1996, of the chief executive officer of the
Company, and each of the four other most highly compensated executive officers of
the Company forand one individual who was one of the fiscal year ended December
31, 1995.four other most highly
compensated executive officers during 1996, but resigned effective September 20,
1996.
SUMMARY COMPENSATION TABLE
Long Term Compensation
-----------------------------------------
Annual Compensation Awards Payouts
------------------------------- ------------------- -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Restricted
Annual Stock StockLONG-TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------------------- -------------------------- ---------
(A) (B) (C) (D) (E) (F) (G) (H)
OTHER RESTRICTED
ANNUAL STOCK STOCK LTIP
All Other
Salary Bonus Compensation Awards Options Payouts Compensation
Name and Principal Position Year ($) ($)SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($) (#)($)(2) ($) (#) ($)(3)
($)(4)
- ----------------------------- ---- ------- -------- ------------ ---------- ------- -------------------- ------------------------------------------------- --------- --------- --------- ------------- --------------- --------- ---------
Arthur Ochs Sulzberger.......Sulzberger............... 1996 575,000 822,200 1,053 0 75,840 0
Chairman and Chief 1995 555,000 822,200 0 0 75,840 198,220
4,500
Chairman and ChiefExecutive Officer 1994 535,000 822,200(5) 8,248 0 100,000 336,300(5)
4,500
ExecutiveRussell T. Lewis(6).................. 1996 418,785 463,450 9,886 0 48,827 0
President and Chief Operating
Officer
1993 515,000 384,560Arthur O. Sulzberger, Jr............. 1996 450,000 510,200 0 0 92,57140,057 0
5,896Publisher of THE NEW YORK TIMES 1995 428,000 510,200 0 0 40,057 132,685
1994 408,000 510,200 0 0 48,573 225,150
William O. Taylor.................... 1996 421,289 368,364 7,466 0 40,057 0
Publisher of THE BOSTON GLOBE 1995 407,019 161,777 9,107 0 40,057 0
1994 397,000 153,451 10,917 0 48,573 0
David L. Gorham...................... 1996 400,000 396,000 0 0 34,514 0
Senior Vice President 1995 358,000 364,000 1,092 0 34,514 109,480
Deputy Chief Operating Officer 1994 330,000 353,400 3,300 0 33,920 185,700
Lance R. Primis..............Primis(7)................... 1996 485,000 499,350 5,855 0 0 0
Former President and Chief 1995 460,000 665,800 5,85513,338 0 48,827 149,345
4,500
President and ChiefOperating Officer 1994 435,000 665,800 0 0 70,000 241,838
(A) (I)
ALL OTHER
COMPENSATION
NAME AND PRINCIPAL POSITION ($)(4)
- ------------------------------------- -------------
Arthur Ochs Sulzberger............... 4,500
Chairman and Chief 4,500
Executive Officer 4,500
Russell T. Lewis(6).................. 4,500
President and Chief Operating
Officer
1993 415,000 265,760 0 0 48,840 0 7,075
Arthur OchsO. Sulzberger, Jr... 1995 428,000 510,200 0 0 40,057 132,685Jr............. 3,500
Publisher of The New 1994 408,000 510,200 0 0 48,573 225,150THE NEW YORK TIMES 3,500
York Times 1993 390,000 194,089 0 0 40,094 0 2,5003,500
William O. Taylor............ 1995 407,019 161,777 0 0 40,057 0Taylor.................... 0
Publisher of The 1994 397,000 153,451 0 0 48,573 0 0
Boston Globe(6) 1993 95,500 124,250 0 0 47,170THE BOSTON GLOBE 0
0
David L. Gorham.............. 1995 358,000 364,000 0 0 34,514 109,480Gorham...................... 4,500
Senior Vice President 1994 330,000 353,400 3,300 0 33,920 185,700 4,500
Deputy Chief Operating 1993 310,000 259,390 0 0 27,811 0 7,075
Officer 4,500
Lance R. Primis(7)................... 3,590,340(8)
Former President and Chief 4,500
Operating Officer 4,500
- --------------------------------------
1. Salaries are set and paid on a calendar year basis.
2. Amounts shown with respect to Mr. Sulzberger and Mr. Gorhamin column (e) represent reimbursement of the employee portion of the Medicare tax on the vested value
of accruals under the Company's non-qualified retirement plans. With respect
to Mr. Primis, such amount represents reimbursement for taxes related to
personal use of corporate aircraft.
2. The provisions of the stock options, among other things, allow an optionee
exercising an option to satisfy the exercise price and withholding tax
obligations by electing to have the Company withhold shares of stock
otherwise issuable under the option with a market value equal to such
obligations or by delivering to the Company shares of Class A Common Stock
with a market value equal to such obligations.payment reimbursements.
3. The last outstanding long-term incentive award cycle ended in 1995. For
cycles ending after 1989 and before 1994, targets were not met under the plan
and therefore no payments were made under the plan for cycles ending in 1990,
1991, 1992 and 1993.
4. Amounts shown in column (i) represent amounts contributed by the Company as
50% matching contributions for the first 6% of earnings contributed by or on
behalf of the named individuals to the Company's Supplemental Retirement and
Investment Plan. See also note 8.
5. $395,000 of Mr. Sulzberger's bonus for 1994 and $136,300 of his LTIP payout
for 1994 consisted of 23,828 retirement units. Retirement units represent
the right under the Company's 1991 Executive Stock Incentive Plan to receive
shares of the Company's Class A Common Stock in ten equal annual
installments commencing upon Mr. Sulzberger's retirement. The retirement
units are included in the table at values of $22.5625 per unit (for 17,507
units) and $21.5625 per unit (for 6,321 units), the average prices of shares
of the Company's Class A Common Stock on the dates of grant.
6. Mr. Lewis became President and Chief Operating Officer on September 20,
1996. Prior to that date, he was President of THE NEW YORK TIMES. Amounts
shown include all compensation earned in 1996.
7. Mr. Primis resigned as President and Chief Operating Officer effective
September 20, 1996.
8. In addition to amounts contributed on behalf of Mr. Primis to the Company's
Supplemental Retirement and Investment Plan, this amount includes cash
severance of $3,585,840. See "Termination of Employment Arrangements."
17
TERMINATION OF EMPLOYMENT ARRANGEMENTS
The Company acquired Affiliated Publications, Inc.,has entered into a Separation Agreement (the "Agreement") with
Lance Primis, who resigned as the ownerCompany's President and Chief Operating
Officer effective September 20, 1996. Pursuant to this Agreement, Mr. Primis
continued to receive his regular monthly salary through January 3, 1997, and on
that date received a payment of $499,350. This amount represented 150% of the
bonus base amount set for Mr. Primis for 1996 by the Company's Compensation
Committee. Mr. Primis also received a severance payment of $3,585,840. During
the period ending June 16, 2006, Mr. Primis will receive medical and insurance
coverage paid for by the Company and on July 19, 2001, will be eligible to
receive an annual pension of $314,000 a year from the Company. A substantial
part of such pension payments is conditioned on Mr. Primis's compliance with
certain non-competition, confidentiality and non-solicitation covenants
contained in the Agreement. Under the terms of the Agreement, all of Mr.
Primis's unvested options vested as of September 20, 1996, and may be exercised
during the one-year period ending September 20, 1997 (but in no event beyond the
original expiration date).
The Boston
Globe, on October 1, 1993; and Mr. Taylor becameCompany has also entered into an executive officeragreement with David L. Gorham, who
retired as a Senior Vice President of the Company at that time. The information provided for 1993 only includes amounts
paideffective January 1, 1997.
Pursuant to this agreement, Mr. Gorham received a payment of $700,000 in early
1997. This amount was calculated as the approximate equivalent of his 1996
salary and options granted after such date.
16
annual bonus.
OPTION GRANTS IN LAST FISCAL YEAR
Grant Date
Individual Grants(1)GRANT DATE
INDIVIDUAL GRANTS(1)(#) Value(2)VALUE(2)
- --------------------------------------------------------------------------------------- -----------------
(a) (b) (c) (d) (e) (f)------------------------------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F)
% of Total
Options
Options Granted to Exercise or
Granted Employees in Base Price Expiration Grant Date
NameOF TOTAL
OPTIONS
OPTIONS GRANTED TO EXERCISE OR GRANT DATE
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME (#) Fiscal YearFISCAL YEAR ($/SH) Date Present ValueDATE ($)
- ---------------------------------------- ------------------------------------------------------------ --------- --------------- ----------- ------------ ----------- ---------- ---------------------------------
Arthur Ochs Sulzberger..................Sulzberger............................... 75,840 3.73 29.753.52 38.4375 12/21/2005 725,78919/2006 907,046.40
Russell T. Lewis..................................... 48,827 2.26 38.4375 12/19/2006 583,970.92
Arthur O. Sulzberger, Jr. ........................... 40,057 1.86 38.4375 12/19/2006 479,081.72
William O. Taylor.................................... 40,057 1.86 38.4375 12/19/2006 479,081.72
David L. Gorham...................................... 34,514 1.60 38.4375 12/19/2006 412,787.44
Lance R. Primis......................... 48,827 2.40 29.75 12/21/2005 467,274
Arthur Ochs Sulzberger, Jr. ............ 40,057 1.97 29.75 12/21/2005 383,345
William O. Taylor....................... 40,057 1.97 29.75 12/21/2005 383,345
David L. Gorham......................... 34,514 1.70 29.75 12/21/2005 330,299Primis...................................... 0 N/A N/A N/A N/A
- --------------------------------------
1. The options granted to the named individuals in 19951996 become exercisable in
installments of 25% of the original grant on each of the first through
fourth anniversaries of the grant date. All options are for Class A Common
Stock and have an exercise price equal to the market value of the stock on
the grant date.
All options were granted under the Company's 1991 Executive Stock
Incentive Plan, the provisions of which, among other things, allow an
optionee exercising an option to satisfy the exercise price and withholding
tax obligations by electing to have the Company withhold shares of stock
otherwise issuable under the option with a market value equal to such
obligations or by delivering to the Company shares of Class A Common Stock
with a market value equal to such obligations.
2. In accordance with the rules of the SEC, "Grant Date Value" has been
calculated using the Black-Scholes model of option valuation, adjusted to
reflect an option term of 7.026.04 years, which represents the weighted average
(by number of options) over the past 10 years of the length of time between
the grant date of options under the Company's plans and their exercise date
for all option exercises by the named executive officers and five others who
were named executive officers during that period. The model also assumes:
(a) an interest rate of 6.19% that represents the interest rate on a U.S.
Treasury Bond with a maturity date corresponding to that of the adjusted
option term of 7.026.04 years; (b) volatility of 23.84% calculated using weekly
stock prices for the five years (260 weeks) prior to the grant date; and (c)
dividends for 19951996 at the rate of $.56$.60 per share, which was the total amountannualized
rate of dividends paid with
respect toon a share of Class A Common Stock in 1995.as of the grant date.
Based on this model, the calculated value of the options on the December 21, 1995,19,
1996, grant date, was determined to be $9.57$11.96 per option.
1718
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR, AND FY-END OPTION VALUES(1)
(a) (b) (c-1) (c-2) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Shares Aggregate Annualized FY-End (#) FY-End ($)
Acquired Value Value Exercisable/ Exercisable/
Name On Exercise (#) Realized ($)(2) Realized ($)(3) Unexercisable(4) Unexercisable(5)
- ------------------------- --------------- --------------- --------------- ---------------- ------------------(A) (B) (C-1) (C-2) (D) (E)
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
AGGREGATE ANNUALIZED OPTIONS AT OPTIONS AT
SHARES VALUE VALUE FY-END (#) FY-END ($)
ACQUIRED REALIZED REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) ($)(2) ($)(3) UNEXERCISABLE(4) UNEXERCISABLE(5)
- ------------------------------- --------------- ------------ ------------ ----------------- ---------------------
Arthur Ochs Sulzberger...Sulzberger......... 20,211 84,997 9,346 309,400/205,863 4,475,797/1,577,031
Russell T. Lewis............... 29,366 160,314 55,358 33,572/103,571 407,449/657,845
Arthur O. Sulzberger, Jr....... 35,744 375,502 121,889 87,103/104,411 1,040,541/772,742
William O. Taylor.............. 0 N/A N/A 250,711/208,923 1,439,856/717,8330 0 69,677/106,180 899,205/793,970
David L. Gorham................ 20,255 150,311 26,198 72,651/84,313 906,715/582,396
Lance R. Primis.......... 3,380 16,372 1,637 146,774/134,320 856,746/478,707
Arthur Ochs Sulzberger,
Jr. ..................... 48,864 320,294 70,234 83,331/103,870 361,180/346,985
William O. Taylor(6)..... 14,244 223,767 53,305 35,728/100,072 159,463/330,990
David L. Gorham.......... 42,566 303,065 64,885 63,258/79,447 263,234/243,728Primis................ 281,094 2,975,891 1,209,186 0/0 0/0
- --------------------------------------
1. All options are for Class A Common Stock. Except as indicated in note 6, all
options were granted either under the Company's 1991 Executive Stock
Incentive Plan or the Company's Executive Incentive Compensation Plan, the
provisions of which, among other things, allow an optionee exercising an
option to satisfy the exercise price and withholding tax obligations by
electing to have the Company withhold shares of stock otherwise issuable
under the option with a market value equal to such obligations or by
delivering to the Company shares of Class A Common Stock with a market value
equal to such obligations.
2. Market value of underlying securities at exercise minus the exercise price.
3. Aggregate Value Realized upon exercise (column c-1) divided by the number of
years executive held applicable option before exercise.
4. Options granted to these executives under the Company's 1991 Executive Stock
Incentive Plan become exercisable in four equal installments over a period
of four years from the date of grant.
5. Market value of underlying securities at December 31, 199529, 1996 ($29.625)38.50), minus
the option exercise price.
6. The options exercised by Mr. Taylor were granted by API and converted to
options to acquire Class A Common Stock pursuant to the API Merger. Such
options allowed Mr. Taylor to satisfy the exercise price by delivering shares
of Class A Common Stock with a market value equal to
the option exercise price.
PENSION PLAN TABLE
The following table shows the annual estimated benefits payable under the
Company's defined benefit retirement plans upon retirement to employees in
specified covered compensation and years of credited service classifications.
The maximum annual benefit payable under the plans which cover the executive
officers (other than Mr. Taylor) is 50% of average annual covered compensation
for the five highest paid consecutive years out of the most recent 10 years. The
maximum annual benefit is payable with 20 years of credited service and is
prorated for less than 20 years. The amount of estimated annual benefit is based
upon the assumption that the nonqualified supplemental executive retirement plan
will continue in force in its present form.
18
Highest
Five Year Estimated Annual Pension For
Average Annual Representative Years of Credited
Compensation Service(1)
- --------------- ----------------------------------
10 15 20
-------- -------- --------
$ 500,000 $125,000 $187,500 $250,000
750,000 187,500 281,250 375,000
1,000,000 250,000 375,000 500,000
1,250,000 312,500 468,750 625,000
1,500,000 375,000 562,500 750,000
1,700,000
HIGHEST ESTIMATED ANNUAL PENSION FOR
FIVE YEAR REPRESENTATIVE YEARS OF CREDITED
AVERAGE SERVICE(1)
ANNUAL ----------------------------------
COMPENSATION 10 15 20
- ------------- ---------- ---------- ----------
$500,000... $ 125,000 $ 187,500 $ 250,000
750,000... 187,500 281,250 375,000
1,000,000.. 250,000 375,000 500,000
1,250,000.. 312,500 468,750 625,000
1,500,000.. 375,000 562,500 750,000
1,700,000.. 425,000 637,500 850,000
- ------------------------------------
1. The Company became obligated to continue retirement plans in which Mr.
Taylor and other Boston Globe executives participate when it acquired API in
1993. The benefit under these plans is earned at a rate of 2% for each year
of service up to 35 years, except that each year of service over 25 is
credited as 75% of a year. The maximum annual benefit payable with at least
35 years of credited service is 65% of average annual compensation for the
five years immediately preceding retirement, assuming employment by the
Company until age 62. Under the plan, Mr. Taylor is entitled to an annual
retirement benefit of 65% of his final average annual compensation.
19
The benefits described in the table above are calculated on a straight-life
annuity basis and are not subject to any reduction for Social Security or other
offset amounts.
For named executive officers (other than Mr. Taylor), annual covered
compensation for 19951996 is the sum of (i) the amount shown for 19951996 in column (c)
of the Summary Compensation Table above, (ii) the portion of the bonus earned
for 19951996 which was paid in 19951996 plus the amount of such bonus which was deferred
by the executive, and (iii) the portion of the annual bonus earned for 19941995
which was paid in 19951996 (including the cash equivalent value of retirement units
awarded in lieu of cash). The Company generally pays more than 50% of the annual bonus
earned for a particular year in that year and pays the remainder early in the
following year; however, the bonus amounts payable as Annual Performance Awards
to Arthur Ochs Sulzberger Lance R. Primis and Arthur OchsO. Sulzberger, Jr. for 1995 and 1996 were
paid by their terms in 1996.the years following the years in which they were earned.
Annual covered compensation for 19951996 was $760,550$1,397,200 for Arthur Ochs Sulzberger;
$584,836$737,914 for Russell T. Lewis; and $1,150,800 for Lance R. Primis; and
$555,550 for Arthur Ochs Sulzberger, Jr.Primis. Annual
covered compensation for 19951996 under the plan in which Mr. Taylor participates
includes the amount of 19951996 salary as shown in column (c) of the Summary
Compensation Table plus the amount of 19951996 bonus shown in column (d) of such
Table.
The named executive officers had the following full years of credited
service as of December 31, 1995:29, 1996: Arthur Ochs Sulzberger: 44;45; Russell T. Lewis:
25; Arthur O. Sulzberger, Jr.: 18; William O. Taylor: 40; David L. Gorham: 22;
and Lance R. Primis: 26; Arthur Ochs Sulzberger, Jr.: 17; William O. Taylor: 39; and David L. Gorham:
21.27.
Under another plan which the Company became obligated to continue when it
acquired API in 1993, Mr. Taylor is entitled to a payment at his termination of
employment equal to 40 weeks of his compensation at that time.
19
PERFORMANCE PRESENTATION
The following graph shows the annual cumulative total shareholder return for
the five years ending December 31, 1995,1996, on an assumed investment of $100 on
December 31, 1990,1991, in the Company, the Standard & Poor's S&P 500 Stock Index and
an index of a peer group of communications companies. The peer group returns are
weighted by market capitalization at the beginning of each year. The peer group
is comprised of the common stocks of the Company and the following other
communications companies: Dow Jones & Company, Inc., Gannett Co., Inc.,
Knight-Ridder, Inc., Media General, Inc., The Times Mirror Company, Tribune
Company and The Washington Post Company. Shareholder return is measured by
dividing (a) the sum of (i) the cumulative amount of dividends declared for the
measurement period, assuming monthly reinvestment of dividends and (ii) the
difference between the issuer's share price at the end and the beginning of the
measurement period by (b) the share price at the beginning of the measurement
period.
Meredith Corporation was includedAlso shown below are the related annual percentage changes in shareholder
return for each of the five years shown in the peer group used to construct the
Stock Performance Chart containedgraph. The information shown in
the 1995 Proxy Statement, butchart has been excludedderived from the peer group in this Proxy Statement. In 1994, the Company
divested its Women's Magazines Division and its U.K. golf publications, thereby
decreasing revenues derived from magazines. The Company believes that Meredith
Corporation is no longer comparable to the Company because over 75% of Meredith
Corporation's revenues are derived from magazines and related publishing. The
omission of Meredith Corporation from the 1996 Stock Performance Chart does not
have a material effect on the 1996 Stock Performance Chart.graph.
20
STOCK PERFORMANCE COMPARISON BETWEEN S&P 500, THE NEW YORK TIMES
COMPANY'S CLASS A COMMON STOCK AND PEER GROUP COMMON STOCK
[GRAPH]
S&P 500 $100 $130 $140 $155 $157 $215
Peer Group $100 $118 $133 $155 $145 $185
NYTC $100 $117 $134 $136 $117 $160
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
20EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
NYTC S&P 500 PEER GROUP
12/31/1991 100 100 100
12/31/1992 114 108 113
12/31/1993 116 118 131
12/31/1994 100 120 122
12/31/1995 137 165 156
12/31/1996 178 203 192
ANNUAL PERCENTAGE CHANGE IN TOTAL RETURN
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
NYTC PEER GROUP S&P 500
12/31/92 14 13 8
12/31/93 2 17 10
12/31/94 -14 -7 1
12/31/95 37 28 38
12/31/96 31 23 23
21
COMPENSATION COMMITTEE REPORT
The Compensation Committee has furnished the following report on executive
compensation for inclusion in this proxy statement:
To the Stockholders of The New York Times Company:
In order to effectively serve the interests of the Company and its
stockholders, compensation for the Company's executive officers, including the
Chief Executive Officer, is designed to create incentives for high levels of
individual and Company performance and to reward such performance. Annual
and
long-term bonuses are paid only if financial targets are achieved. These targets are set
by the Committee in advance in conjunction with its review of the Company's
strategic and operating plans. Annual bonuses for certain executive
officers may increase or decrease, depending on the achievement of strategic
goals set by senior management early in the year. The Committee grants stock options as part of
executive compensation because it views stock options as a means of motivating
superior performance and directly linking the interests of executives with those
of stockholders. Stock options produce value for executives only if the
Company's stock price increases over the option price, which is set at the
market price on the date of grant.
In 1994,1995, the Committee, which consists solely of non-employee directors of
the Company, structured 19951996 compensation for executive officers to consist of
salary, an annual bonus potential and stock options. As noted above, annual
bonus amounts actually paid were based largely on the Company's financial
performance. A substantial share of total potential cash compensation for
executive officers depended on incentive bonus potentials and thus was tied to
Company performance. The more responsible the executive officer's position, the
greater the portion of potential total cash compensation that depended on
incentive bonus potentials.
Prior to the Committee's determination of salaries and annual cash bonus
potentials for the Company's Chief Executive Officer and its executive officers,
management reported to the Committee on its review of survey data assembled by
outside compensation consultants. The data analyzed total actual cash
compensation for comparable executive positions at United States media
companies, including those companies in the peer group used in the graph showing
comparative stock performance. The companies surveyed had revenues ranging from
approximately $250 million to $3.8 billion; the consultants' analysis took into
account the effect of revenue size on the compensation practices of individual
companies. The data waswere used to set target annual cash compensation for
executive officers slightly above the midrange of companies surveyed and to
allocate a significant portion of such compensation to performance-based annual
bonus potentials.
Salaries for executive officers are reviewed annually and were set for 19951996
in late 1994.1995. Increases in salary range midpoints over 1994,1995, including increases
for the named executive officers, were based on a review of the competitive
data. The 19951996 salary midpoints for the Company's executive officers were
generally within the midrange of practices for media companies surveyed, taking
into account the Company's revenue size. In setting compensation for individual
executive officers, the Committee considered individual performance, performance
of the executive's operating unit where applicable and the performance of the
Company as a whole. The Committee believes these salaries are appropriate in
light of salaries paid for comparable positions at other companies and the
individual performance of the executives.
Annual bonus potentials for 19951996 were set for executive officers in late
1994.1995. The amounts actually paid depended principally on the level of achievement
of performance against financial targets which were also set by the Committee in
late 1994.1995 and, to a lesser extent, an individual's performance and contribution
to other operating unit goals. These targets were largely based on operating
earnings of the Company or of the person's operating unit and were generally
substantially exceeded for 1995.
21
Although the long-term bonus plan was discontinued at the end of 1993, the
last cycle ended in 1995. Long-term bonus potentials for the three-year cycle
that ended in 1995 were set in late 1992. Payment depended solely on the
achievement of a cumulative earnings per share target over the three-year
period. Targets for the three-year cycles ended in years from 1990 through 1993
were not met, and therefore no long-term bonuses were paid for these cycles.
However, the targets for the three-year cycles that ended in 1995 and 1994 were
met; and therefore, consistent with the Company's policy of relating
compensation to performance, long-term bonuses were paid to participating
executive officers.1996.
The number of stock options granted to each executive officer in 19951996
depended on the degree of responsibility of the executive officer's position andposition.
The number was based on a review of survey data supplied by outside compensation
consultants of stock option grants madeand other long-term compensation paid to
22
executives at comparable salary levels at other media companies. In ordergranting
options, the Company's goals are to attract, retain and motivate the highest
caliber of executives by offering a competitive combination of annual and
long-term compensation and to link a significant portion of executives' total
compensation to the interests of stockholders,stockholders. To implement these goals, the
Company's grants were generally made at the upper range of practices75th percentile of media companies
in the survey data. All stock options have an exercise price equal to the market
price of the Class A Common Stock on the date of grant. In order to assure the
retention of high level executives and to tie the compensation of those
executives to the creation of long-term value for stockholders, the Committee
provided that these stock options become exercisable in equal portions over a
four-year period. The number of options previously granted that remain
outstanding was not considered in making option grants in 1995.1996.
The Internal Revenue Code has set certain limitations on the deductibility
of compensation paid to a public company's five most highly compensated
executive officers. In 1995, stockholders of the Company approved amendments to
the Company's 1991 Executive Cash Bonus Plan and 1991 Executive Stock Incentive
Plan that will insure that compensation paid by the Company to executive
officers pursuant to these plans will be deductible by the Company for federal
income tax purposes. All compensation paid to the Company's executive officers
in 19951996 was deductible by the Company in accordance with such provisions of the
Internal Revenue Code.
Like all executive officers participating in the long-termThe annual bonus plan,paid to Mr. Sulzberger received a paymentfor 1996 was equal to the amount
paid for 1995. This is because in both years the earnings per share targets set
for the 1993-1995 plan cycle that represented 85%
of the potential payment set for him for this cycle. His annual bonus representedwere met or exceeded substantially, resulting in bonus
payouts at the maximum amount payable to him as a result of earnings that
substantially exceededpermitted under the target level set for 1995.plan. Mr. Sulzberger's long-termannual bonus
for the 1993-1995 plan cycle1996 represented approximately 13%59% of his total cash compensation for 1995, and his annual bonus for 1995 represented
approximately 52% of his total cash compensation for 1995. The sum of Mr.
Sulzberger's long-term bonus for the 1993-1995 cycle and his annual bonus for
1995 represented approximately 65% of his total cash compensation for 1995.1996.
The Committee believes that Mr. Sulzberger's 19951996 compensation was
appropriate in light of his role in the Company's recent performance, which in
19951996 included significantly improved performance over 19941995 in most lines of
business and in earnings per share, his roleyears of experience and stature in execution of the
Company's
strategy, including reevaluation of the Company'scommunications business, portfolio, and his role in restructuring the Company's senior
management team.
Richard L. Gelb, ChairmanCHAIRMAN
John F. Akers
Louis V. Gerstner, Jr.
Robert A. Lawrence
Charles H. Price II
2223
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The current members of the Compensation Committee are Richard L. Gelb,
Chairman, John F. Akers, Louis V. Gerstner, Jr., Robert A. Lawrence and Charles
H. Price II. Mrs. Heiskell, who served on the Compensation Committee until April
18, 1995, is a sister of Arthur Ochs Sulzberger, Chairman and Chief Executive
Officer of the Company, and of Judith P. Sulzberger and Ruth S. Holmberg, each a
director of the Company. In addition, during 1995, the Company employed Susan W.
Dryfoos, Mrs. Heiskell's daughter, as Director, Times History Productions. Ms.
Dryfoos earned $110,000 and a bonus of $50,400. During the time she served on
the Compensation Committee in 1995, Mrs. Heiskell did not participate in any
vote respecting the compensation of Mr. Sulzberger, Ms. Dryfoos or any other
member of her family.
- --------------------------------------------------------------------------------
PROPOSAL NUMBER 2
AMENDMENT OF 1991 EXECUTIVE STOCK INCENTIVE PLAN
- --------------------------------------------------------------------------------
PURPOSE OF THE AMENDMENT
The Company is proposing to amend the 1991 Executive Stock Incentive Plan
(the "Stock Plan") to authorize an additional 10,000,000 shares of Class A
Common Stock that may be issued under the Stock Plan pursuant to the exercise of
stock options. No other amendments are being proposed for the Stock Plan. The
Board of Directors, acting on the recommendation of the Compensation Committee,
has approved this amendment, subject to stockholder approval.
When adopted in 1991, the Stock Plan authorized the issuance of 10,000,000
shares of Class A Common Stock upon the exercise of options granted thereunder.
As of February 26, 1996, 556,683 shares have already been issued under the Stock
Plan and another 7,726,990 shares are reserved for issuance pursuant to
outstanding options. This leaves only 1,716,327 shares available for future
option grants under the Stock Plan. The Board believes the increased
authorization should provide sufficient shares for Stock Plan awards for several
years and make unlikely the need to request additional shares in the near
future.
The principal purpose of the Stock Plan is to provide incentives for
officers and key employees of the Company and its subsidiaries through granting
options under the Stock Plan, thereby stimulating their personal and active
interest in the Company's development and financial success and inducing them to
remain in the Company's employ.
DESCRIPTION OF THE STOCK PLAN
On February 21, 1991, the Board of Directors adopted the Stock Plan and on
April 16, 1991, the stockholders approved it. The Stock Plan was amended by the
Board of Directors on April 13, 1993, December 15, 1994, and February 16, 1995,
and by the stockholders on April 18, 1995.
The Stock Plan is currently administered by the Compensation Committee of
the Board, each member of which qualifies as an "outside director" as defined by
federal securities regulations and the Internal Revenue Code of 1986, as amended
(the "Code"), as required by the Plan.
Under the Stock Plan, the Compensation Committee may grant "key employees"
options to purchase shares of Class A Common Stock ("Options"). The Compensation
Committee may also authorize incentive compensation awards ("Awards") to "key
employees." A "key employee" is defined under the Stock Plan as an employee of
(i) the Company, (ii) any of its 50% or more owned subsidiaries, or (iii)
(except with respect to incentive stock options which are limited to employees
of the foregoing) non-corporate entities in which the Company owns, directly or
indirectly, at least 40% of the equity interest, in each case who has principal
responsibility for, or contributes substantially to, the management efficiency,
editorial achievement or financial success of the Company, its subsidiaries or
such other entities. All executive officers and employee directors (18
individuals) and 313 additional employees are
23
eligible for grants of Options, and 17 executive officers and employee directors
and 14 additional employees are eligible to receive Awards under the Stock Plan.
Options. The Stock Plan provides for the granting of "incentive stock
options" as defined in Section 422 of the Code and for the granting of
"non-qualified stock options" which do not meet the requirements of Section 422
of the Code. The Compensation Committee may grant either incentive stock options
or non-qualified stock options to key employees, who may include persons not
eligible for, or who do not receive, Awards under the Stock Plan. The number of
shares of Class A Common Stock that may be issued under the Stock Plan pursuant
to Options, as it may be increased pursuant to the proposed amendment, is
subject to adjustment in the case of stock split, stock dividend,
reclassification or certain other events. The Stock Plan also limits the number
of shares with respect to which Options may be granted to any key employee
during any calendar year to 200,000 (similarly subject to adjustment).
The exercise price of an Option granted pursuant to the Stock Plan is the
market value of the Class A Common Stock at the time the Option is granted,
except as noted below with respect to incentive stock options. As of February
26, 1996, the market value of the Class A Common Stock was $27.5625 (determined
as provided in the Stock Plan based on trading on such day on the American Stock
Exchange). The option price (plus any withholding tax) must be paid in full when
the Option is exercised. Payment of the purchase price may be made (i) in cash,
(ii) by delivering shares of Class A Common Stock, (iii) by electing to have the
Company retain Class A Common Stock which would otherwise be issued on exercise
of the Option, or (iv) any combination of the foregoing forms and in such other
forms as the Compensation Committee may determine, all subject to such rules as
the Compensation Committee may adopt. In determining the number of shares of
Class A Common Stock necessary to be delivered to or retained by the Company,
such shares are valued at the market value at the time of exercise.
Each Option, except as noted below with respect to incentive stock options,
must be exercised within ten years from the date granted. An Option may not be
exercised within one year of the grant (except in the case of retirement, death
or disability). Thereafter, Options become exercisable in such installments, if
any, as specified by the Compensation Committee at the time of grant. Upon
termination of active employment by reason of disability or retirement, or upon
an optionee's death, all options generally vest and remain in effect until their
expiration. Upon termination of employment for any other reason, the optionee
may exercise all exercisable Options for one year after such termination (but
not beyond the original expiration date).
With respect to incentive stock options, if the aggregate fair market value
(determined as of the date the Option is granted) of the shares for which any
optionee may for the first time exercise incentive stock options in any calendar
year exceeds $100,000, such excess incentive stock options are treated as
non-qualified stock options. In the case of incentive stock options that are
granted to an employee who owns, or is deemed by reason of the attribution rules
under Section 425(d) of the Code to own, more than 10% of the combined voting
power of all classes of the stock of the Company, the exercise price of such
Options must be at least 110% of the fair market value at the time the Options
are granted, and such Options must be exercised within five years from the date
granted.
The Stock Plan provides that each optionee will enter into an Option
Agreement with the Company providing, in addition to such other terms as the
Compensation Committee may deem advisable, that each optionee must remain in the
employ of the Company or one of its subsidiaries for one year before such
optionee will be entitled to exercise the Option (except in the case of
retirement, death or disability).
Awards. In addition to Option grants, under the Stock Plan, the Compensation
Committee may award "Stock Grants," "Restricted Stock," "Retirement Units,"
"Performance Awards" or, in certain cases, "Annual Performance Awards" as
incentives to key employees of the Company. The aggregate amount of Awards that
may be paid to all participants in the Stock Plan and the Company's 1991
24
Executive Cash Bonus Plan (the "Cash Plan;" and together with the Stock Plan,
the "Plans") is limited to 4% of the sum of Pre-Tax Income plus Equity in
Operations of the Forest Products Group (as defined in the Plans) for the year,
provided cash dividends of at least $.10 per share have been declared for such
year. At the discretion of the Compensation Committee, the amount of the accrual
for Awards not actually awarded to participants in any year may be carried
forward and be available for Awards in a future year. In addition the maximum
number of shares of the Class A Common Stock available under the Stock Plan for
Awards, which is unaffected by the proposed amendment, is 1,000,000 shares (of
which 965,686 remain available as of February 26, 1996) subject to adjustment in
the case of a stock split, stock dividend, reclassification or certain other
events.
Stock Grants. Stock grants consist of grants of shares of the Company's
Class A Common Stock.
Restricted Stock. Restricted Stock Awards consist of a grant of shares
of the Company's Class A Common Stock, which are subject to forfeiture if
the recipient leaves the employ of the Company, other than upon death,
disability or retirement, during the restricted period specified in the
Award (which must be at least one year). The shares may not be sold, pledged
or otherwise transferred until the applicable restricted period of the Award
has lapsed.
Retirement Units. Upon the award of Retirement Units, the participant's
Retirement Unit Account, which the Company maintains, is credited with that
number of shares of Class A Common Stock determined by dividing the dollar
amount of such Award by the market value of a share on the date of award.
Upon a participant's death, retirement or termination of employment, the
Retirement Unit Account matures and the participant receives, in ten
approximately equal annual installments (subject to the discretion of the
Compensation Committee to accelerate or defer distribution), shares of Class
A Common Stock equal in the aggregate to the number of Retirement Units
credited to such participant's Retirement Unit Account.
Performance Awards. A Performance Award entitles the participant to
receive Class A Common Stock, Options or cash in an amount which depends
upon the financial performance of the Company during a stated period of more
than one year.
Annual Performance Awards. Annual Performance Awards are available each
year only to Stock Plan participants who are designated by the Compensation
Committee as likely to be officers whose compensation is required to be
disclosed in the proxy statement for such year and whose annual salary and
bonus for such year are expected to exceed $1 million. Such Awards are
payable based upon the achievement of annual targets established by the
Compensation Committee under one of more Performance Goals, that is, the
attainment of a target or targets based on one or more of the following:
earnings per share, net income, return on assets and return on stockholders'
equity of the Company, and operating profit of the Company or the
participant's group or area of employment. An Annual Performance Award is
payable in shares of Class A Common Stock, Restricted Stock, Retirement
Units, cash, or any combination thereof, as specified by the Compensation
Committee. No participant may receive an Annual Performance Award under both
the Stock Plan and the Cash Plan in the same year, and no participant may
receive a Performance Award in any year in an amount in excess of
$1,500,000. Compensation earned by a participant under an Annual Performance
Award is exempt from the deductibility limitation of Section 162(m) of the
Code.
Benefits. The Options and Awards that will be granted in the future under
the Stock Plan are not currently determinable. The following table sets forth
information respecting Options granted in 1995 under the Stock Plan for the
executive officers named in the Summary Compensation Table, all executive
officers as a group and all employees as a group. Non-executive directors are
ineligible for
25
participation in the Stock Plan. No Awards were granted under the Stock Plan in
1995. See "Compensation of Executive Officers."
NAME AND POSITION NUMBER OF OPTIONS(1)
- --------------------------------------------------------- --------------------
Arthur Ochs Sulzberger,
Chairman and Chief Executive Officer................... 75,840
Lance R. Primis,
President and Chief Operating Officer.................. 48,827
Arthur Ochs Sulzberger, Jr.,
Publisher of The New York Times........................ 40,057
William O. Taylor,
Publisher of The Boston Globe.......................... 40,057
David L. Gorham,
Senior Vice President and Deputy Chief Operating
Officer................................................ 34,514
All Executive Officers, as a group(2).................... 411,715
All Employees, as a group(3)............................. 2,034,438
- ------------
1. The Options have an exercise price of $29.75. The Options have a 10-year
term, but are subject to earlier cancellation in certain circumstances where
the optionholder is no longer employed by the Company or one of its
affiliates. The Options vest in accordance with the following schedule: 25%
on December 21, 1996; 25% on December 21, 1997; 25% on December 21, 1998; and
25% on December 21, 1999. The optionholder must generally be employed for the
Options to vest, except that the Options will generally vest automatically
upon the retirement, death or disability of the optionholder.
2. 18 people, including the five named executive officers.
3. 331 people, including the 18 executive officers.
FEDERAL INCOME TAX CONSEQUENCES
Options. The grant of a non-qualified stock option or an incentive stock
option will not result in income for the participant or in a deduction for the
Company.
The exercise of a non-qualified stock option will generally result in
compensation income for the participant and a deduction for the Company, in each
case measured by the difference between the option price and the fair market
value of the shares at the time of exercise.
The exercise of an incentive stock option will not result in income to the
participant if the participant (a) does not dispose of the shares within two
years after the date of grant or one year after exercise and (b) is an employee
of the Company from the date of the grant at least until three months before the
exercise or until one year before the exercise in the event of permanent and
total disability. If these requirements are met, the basis of the shares upon
later disposition, in the case of an exercise for cash, will be the option
price. Any gain will be taxed to the participant as long-term capital gain and
the Company will not be entitled to a deduction. The excess of the market value
of the shares on the exercise date over the option price is an item of tax
preference, potentially subject to the alternative minimum tax. If the
participant disposes of the shares prior to the expiration of either of the
holding periods in (a) above, the participant will recognize compensation income
and the Company will be entitled to a deduction equal to the lesser of (i) the
fair market value of the shares on the exercise date minus the option price, or
(ii) the amount realized on the disposition minus the option price. Any gain in
excess of the compensation income portion will be treated as long-term or
short-term capital gain. If an optionee ceases to be an employee of the Company
and exercises his option after the expiration of the period described in (b)
above, the Option will be deemed a non-qualified stock option for tax purposes.
Stock Grants. An amount equal to the fair market value of a stock grant on
the date of award under the Stock Plan will be taxable to the participant as
ordinary income in the year or years in which
26
the award is paid or made available to the participant. The Company is usually
entitled to a deduction in the corresponding amount.
Restricted Stock. The grant of Restricted Stock will not result in income to
the participant or in a deduction for the Company for federal income tax
purposes, since the shares are subject to restrictions constituting a
"substantial risk of forfeiture" as defined in the Code. Unless the participant
elects to be taxed at the time he or she receives the shares, such participant
will generally realize taxable compensation income when the restrictions lapse.
The amount of such income will be the fair market value of the shares on the
date of such lapse of restrictions (or on the date of grant if the participant
elects to be taxed at that time). Dividends paid on the shares during the
restricted period will also be taxable compensation income to the participant
when received by the participant. The Company will be entitled to a tax
deduction to the extent, and at the time, that the participant realizes
compensation income.
Retirement Units. The distribution of Class A Common Stock (and any cash
distributions) upon the maturing of a Retirement Unit Account will be taxable to
the participant as ordinary income and deductible by the Company in the year
distributed, based upon the fair market value on the date of distribution.
Withholding. When required by applicable law, the Company will withhold or
collect from the participant all amounts required to satisfy applicable
withholding taxes with respect to Awards. Amounts due on the distribution of
stock or the exercise of an Option must be paid by the participant. In lieu of
cash, the participant may elect to provide such required amount by requesting
the Company to withhold from the shares being acquired shares having a fair
market value equal to such amount, or may deliver to the Company previously
acquired shares having such value.
The discussion set forth above does not purport to be a complete analysis of
all potential tax effects relevant to recipients of Awards or Options, or to the
Company. It is based on federal income tax law, regulations and rulings as of
the date of this Proxy Statement, which are subject to change at any time.
AMENDMENTS; NON-EXCLUSIVITY
The Board may, in its discretion, amend the Stock Plan at any time;
provided, however, that no amendment that would materially affect the dividend
threshold requirement or the maximum permitted annual accrual for Awards under
the Stock Plan may be made unless such amendment is approved by the holders of a
majority of the outstanding shares of Class A and B Common Stock entitled to
vote on such amendment, voting as a single class. In addition, the Board may
make no change that would prevent incentive stock options granted under the
Stock Plan from being incentive stock options without the consent of the
optionees concerned, and the Board may not make any amendment to the Stock Plan
that (1) changes the class of persons eligible for incentive stock options, (2)
increases the total number of shares for which Options may be granted, or (3)
increases the total number of shares authorized for stock Awards, without the
approval of the holders of a majority of the outstanding shares of Class A and
Class B Common Stock entitled to vote thereon, voting together as one class.
Participation in the Stock Plan is not exclusive and does not prevent any
participant from participating in any other compensation plan of the Company or
from receiving any other compensation from the Company.
If the stockholders approve this amendment to the Stock Plan, 10,000,000
additional shares of Class A Common Stock of the Company will be reserved for
issuance under the Stock Plan pursuant to the exercise of Options.
27
RECOMMENDATION AND VOTE REQUIRED
The Board of Directors recommends a vote FOR the following resolution which
will be presented to the meeting:
RESOLVED, that Section 6(c) of the 1991 Executive
Stock Incentive Plan, approved by the stockholders of
this Company on April 16, 1991, amended by the Board
of Directors on April 13, 1993, December 15, 1994,
and February 16, 1995, and amended by the
stockholders on April 18, 1995, be, and it hereby is,
amended to increase the number of shares of Class A
Common Stock which may be issued under the 1991
Executive Stock Incentive Plan by an additional
10,000,000 shares.
The affirmative vote of the holders of a majority of the outstanding shares
of Class A and Class B Common Stock entitled to vote thereon, voting together as
one class, is required for approval of this resolution. As a result, an
abstention or broker non-vote will have the same effect as a vote against the
foregoing resolution.
- --------------------------------------------------------------------------------
PROPOSAL NUMBER 3
SELECTION OF AUDITORS
- --------------------------------------------------------------------------------
The Company has an Audit Committee of the Board of Directors, whose members
are appointed annually by the Board. The Audit Committee currently consists of
George B. Munroe, Chairman, A. Leon Higginbotham, Jr., George L. Shinn, Donald
M. Stewart and Cyrus R. Vance, none of whom is an employee of the Company.
The Audit Committee has selected the firm of Deloitte & Touche LLP,
independent certified public accountants, as auditors of the Company for the
fiscal year ending December 29, 1996,28, 1997, subject to ratification of such selection
by the Class A and Class B stockholders of the Company voting together as one
class. Deloitte & Touche LLP and its predecessor firm, Deloitte Haskins & Sells,
have audited the financial statements of the Company for many years.
The Company has been informed by Deloitte & Touche LLP that such firm has no
direct financial interest nor any material indirect financial interest in the
Company or any of its affiliated companies. Neither Deloitte & Touche LLP nor
its predecessor has had any connection during the past five years with the
Company or any of its affiliated companies in the capacity of promoter,
underwriter, voting trustee, director, officer or employee.
A representative of Deloitte & Touche LLP will be present at the Annual
Meeting and will be afforded the opportunity to make a statement if he decides
to do so. Such representative will also be available to respond to appropriate
questions from stockholders at the Annual Meeting.
The Board of Directors recommends a vote FOR the following resolution which
will be presented to the meeting:
RESOLVED, that the selection, by the Audit
Committee of the Board of Directors, of Deloitte &
Touche LLP, independent certified public accountants,
as auditors of the Company for the fiscal year ending
December 29, 1996,28, 1997, is hereby ratified, confirmed and
approved.
28
The affirmative vote of the holders of a majority of the shares of Class A
and Class B Common Stock represented at the Annual Meeting, in person or by
proxy, voting together as one class, is required for approval of this
resolution. As a result, an abstention or a broker non-vote will have the same
effect as a vote against the foregoing resolution.
- --------------------------------------------------------------------------------
OTHER MATTERS
- --------------------------------------------------------------------------------
DISCRETIONARY AUTHORITY TO VOTE PROXY
Management does not know of any other matters to be considered at the Annual
Meeting. If any other matters do properly come before the meeting, the Proxy
will be voted in respect thereof in accordance with the best judgment of the
persons authorized therein, and the discretionary authority to do so is included
in the Proxy.
ANNUAL REPORT; ANNUAL REPORT ON FORM 10-K
The Annual Report of the Company for the year 19951996 accompanies this Proxy
Statement. Audited financial statements for 1995 are included in the Appendix to
this Proxy Statement.
Stockholders who would like a copy of theThe Company's 19951996 Annual Report on Form 10-K, as filed with the SEC,
which includes audited financial statements, is included in the Company's Annual
Report.
24
Stockholders who would like an additional copy of the Company's 1996 Annual
Report on Form 10-K may obtain it, free of charge, upon request to the Secretary
of the Company.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholders who intend to present proposals at the 19971998 Annual Meeting must
insure that such proposals are received by the Secretary of the Company not
later than November 12, 1996.December 8, 1997. Such proposals must meet the requirements of the
SEC to be eligible for inclusion in the Company's 19971998 proxy materials.
By Order of the Board of Directors.
/s/ Laura J. Corwin
LAURA J. CORWIN
SecretarySECRETARY
New York, N. Y.
March 12, 1996
29April 7, 1997
25
Appendix
1995 Financial ReportFROM DOVER / EASTERN SHORE
Take Route 13 South. Cross the Chesapeake Bay Bridge Tunnel ($10.00). Continue
on Route 13 South (Northhampton Blvd.) to I-64 East (Chesapeake / Suffolk).
Follow I-64 East to exit 284 for Norfolk (I-264 West). Continue on I-264 West
and take exit 9, (left exit) Waterside Drive. Follow the Downtown Norfolk
Directions.
FROM RICHMOND
Take I-64 East. Follow signs for Norfolk. Cross the Hampton Roads Bridge Tunnel.
Take exit 284 for Norfolk (I-264 West). Continue on I-264 West and take exit 9,
(left exit) Waterside Drive. Follow the Downtown Norfolk Directions.
FROM RALEIGH
Take Route 64 East toward Rocky Mount. At Rocky Mount take I-95 North. Use exit
11 at Emporia to Route 58 East. Continue on Route 58 East toward Suffolk, VA.
After Suffolk, Route 58 East will become 3 lanes. Stay in the center lane,
following signs for Norfolk. Road will split, center lane will veer right.
After split there will be four lanes. Use left or center lanes which will
become I-264 East. Follow signs for Norfolk. Continue on I-264 East through the
Downtown Tunnel. After the tunnel, go over the 4-lane bridge (Berkeley Bridge).
Use center lane for Waterside Drive Exit. Folow the Downtown Norfolk Directions.
FROM THE AIRPORT
Leaving the Airport, continue straight to I-64 East. Take exit 284 for Norfolk
(I-264 West). Continue on I-264 West and take exit 9, (left exit) Waterside
Drive. Follow the Downtown Norfolk Directions.
DOWNTOWN NORFOLK TO WTKR-TV NEWSCHANNEL 3
Follow Waterside Drive as it curves around and continues straight, (approx. 1
mile). Waterside Drive turns into Boush Street. Park in the Bute Street Parking
Garage. It is on the (left) corner of Boush and Bute. WTKR-TV NewsChannel 3 is
within one walking block, 720 Boush Street, corner of Brambleton and Boush
Street.
THE NEW YORK TIMES COMPANY 1995 Consolidated Financial Statements
- -------------------------------------------------------------------------------
Contents Page
- -------------------------------------------------------------------------------
Financial Highlights F-1
Segment Information F-2
Management's Discussion and Analysis F-4
Consolidated Statements of Income F-9
Consolidated Balance Sheets F-10
Consolidated Statements of Cash Flows F-12
Consolidated Statements of Stockholders' Equity F-14
Notes to Consolidated Financial Statements F-15
Independent Auditors' Report F-27
Management's Responsibilities Report F-27
Market Information F-27
Quarterly Information F-28
Ten-Year Supplemental Financial Data F-29
FINANCIAL HIGHLIGHTS
- ----------------------------------------------------------------------------------------------------------------------------------
Dollars in thousands except per share data Year Ended December 31
1995 1994 1993 1992 1991
--------------------------------------------------------------------------------------------------------------------------------
REVENUES AND INCOME
Revenues $ 2,409,403 $ 2,357,563 $ 2,019,654 $ 1,773,535 $ 1,703,101
Operating profit 228,580 211,242 126,581 88,408 93,639
Income before income taxes and equity in operations
of forest products group 214,641 383,953 101,206 8,525 63,053
Income (Loss) before equity
in operations of forest products group 121,809 210,085 57,975 (2,554) 41,293
Equity in operations of forest products group 14,051 3,264 (51,852) (8,718) 5,700
Income (Loss) before net cumulative effect
of accounting changes 135,860 213,349 6,123 (11,272) 46,993
Net cumulative effect of accounting changes -- -- -- (33,437) --
Net income (loss) 135,860 213,349 6,123 (44,709) 46,993
- ------------------------------------------------------------------------------------------------------------------------------------
FINANCIAL POSITION
Property, plant and equipment - net 1,276,066 1,158,751 1,112,024 902,755 966,593
Total assets 3,376,730 3,137,631 3,215,204 1,994,974 2,127,981
Long-term debt and capital lease obligations 637,873 523,196 460,063 206,911 213,487
Common stockholders' equity 1,610,349 1,543,539 1,598,883 999,630 1,073,442
- ------------------------------------------------------------------------------------------------------------------------------------
PER SHARE OF COMMON STOCK
Income (Loss) before net cumulative
effect of accounting changes 1.40 2.05 .07 (.14) .61
Net cumulative effect of accounting changes -- -- -- (.43) --
Net income (loss) 1.40 2.05 .07 (.57) .61
Dividends .56 .56 .56 .56 .56
Common stockholders' equity (end of year) 16.50 15.71 14.96 12.54 13.70
- ------------------------------------------------------------------------------------------------------------------------------------
KEY RATIOS (See notes below)
Operating profit to revenues 9% 9% 6% 5% 5%
Income before equity in operations
of forest products group to revenues 5% 5% 3% 2% 2%
Return on average stockholders' equity 8% 7% -- 2% 4%
Return on average total assets 4% 3% -- 1% 2%
Long-term debt and capital lease obligations
to total capitalization 28% 25% 22% 17% 17%
Current assets to current liabilities .89 .91 .89 1.08 .89
- ------------------------------------------------------------------------------------------------------------------------------------
EMPLOYEES 12,300 12,800 13,000 10,100 10,100
- ------------------------------------------------------------------------------------------------------------------------------------
In 1995, the Company sold small regional newspapers (see Note 2). The sales
resulted in a pre-tax gain of approximately $11.3 million ($5.0 million after
taxes or $.05 per share). These transactions are not reflected in the 1995
income amounts used in the applicable key ratio calculations presented above.
In 1994, the Company sold its Women's Magazines Division and U.K. golf
publications, and divested a minority interest in a Canadian paper mill
("Gaspesia") (see Note 2). As a result of these transactions, the Company
recorded a net pre-tax gain of approximately $200.9 million ($103.3 million
after taxes or $.99 per share). These transactions are not reflected in the 1994
income amounts used in the applicable key ratio calculations presented above.
Amounts for 1995 through 1993 include The Boston Globe since its acquisitionCLASS A
Proxy Solicited on October 1, 1993 (see Note 2).
For 1993, return on average stockholders' equity and return on average total
assets are less than 1 percent due to several factors which lowered net income
for the year (see Management's Discussion and Analysis on page F-6).
In 1992, the Company closed The Gwinnett (Ga.) Daily News and sold the residual
assets. The closing and related sale resulted in a pre-tax loss of $53.8 million
($37.1 million after taxes or $.47 per share). Net cumulative effect of
accounting changes reflects the 1992 adoption of the change in methods of
accounting for income taxes, postretirement benefits other than pensions and
postemployment benefits. The net cumulative effect and the Gwinnett transaction
are not reflected in the 1992 income amounts used in the applicable key ratio
calculations presented above.
F-1
SEGMENT INFORMATION
- --------------------------------------------------------------------------------
The Company has classified its business into the following segments and equity
interests:
NEWSPAPERS: The New York Times ("The Times"), The Boston Globe ("The Globe"), 21
regional newspapers, newspaper distributors, a one-half interest in the
International Herald Tribune S.A., a news service, a features syndicate,
TimesFax, licensing operations of The New York Times databases/microfilm and New
Ventures. New Ventures include projects developed in electronic media by The
Times and The Globe as well as various new media investments.
MAGAZINES: Numerous publications and New Ventures such as computerized systems
for golf tee time reservations and on-line magazine services, and related
activities in the sports/leisure field.
BROADCASTING: Six network-affiliated television stations and two radio stations.
FOREST PRODUCTS: Equity interests in a newsprint company and a partnership in a
supercalendered paper mill that together supply a portion of the Newspaper
Group's annual paper requirements.
- -----------------------------------------------------------------------------------------
Dollars in thousands Year Ended December 31
1995 1994 1993
- -----------------------------------------------------------------------------------------
REVENUES
Newspapers $ 2,161,356 $ 2,006,184 $ 1,563,281
Magazines 162,941 280,061 394,463
Broadcasting 85,106 71,318 61,910
- -----------------------------------------------------------------------------------------
Total $ 2,409,403 $ 2,357,563 $ 2,019,654
- -----------------------------------------------------------------------------------------
OPERATING PROFIT (LOSS)
Newspapers $ 208,465 $ 207,489 $ 125,597
Magazines 28,741 19,204 12,330
Broadcasting 18,943 13,626 8,138
Unallocated corporate expenses (27,569) (29,077) (19,484)
- -----------------------------------------------------------------------------------------
Total 228,580 211,242 126,581
Interest expense, net of interest income 25,230 28,162 25,375
Net gain on dispositions 11,291 200,873 --
- -----------------------------------------------------------------------------------------
Income before income taxes and equity
in operations of forest products group 214,641 383,953 101,206
Income taxes 92,832 173,868 43,231
- -----------------------------------------------------------------------------------------
Income before equity in
operations of forest products group 121,809 210,085 57,975
Equity in operations of forest products group 14,051 3,264 (51,852)
- -----------------------------------------------------------------------------------------
NET INCOME $ 135,860 $ 213,349 $ 6,123
- -----------------------------------------------------------------------------------------
See notes to consolidated financial statements.
F-2
SEGMENT INFORMATION
- -------------------------------------------------------------------------------
Dollars in thousands Year Ended December 31
1995 1994 1993
- -------------------------------------------------------------------------------
DEPRECIATION AND AMORTIZATION
Newspapers $ 133,264 $ 135,767 $ 98,963
Magazines (7,000) 3,426 18,616
Broadcasting 11,519 10,113 10,725
Corporate 1,151 784 528
- -------------------------------------------------------------------------------
Total $ 138,934 $ 150,090 $ 128,832
- -------------------------------------------------------------------------------
CAPITAL EXPENDITURES
Newspapers $ 196,096 $ 188,222 $ 71,780
Magazines 736 906 3,059
Broadcasting 4,093 3,013 3,289
Corporate 11,130 794 1,491
- -------------------------------------------------------------------------------
Total $ 212,055 $ 192,935 $ 79,619
- -------------------------------------------------------------------------------
IDENTIFIABLE ASSETS AT DECEMBER 31
Newspapers $ 2,832,297 $ 2,732,953 $ 2,685,611
Magazines 99,525 91,797 247,723
Broadcasting 174,363 100,874 104,843
Corporate 168,576 126,574 101,007
Investment in forest products group 101,969 85,433 76,020
- -------------------------------------------------------------------------------
Total $ 3,376,730 $ 3,137,631 $ 3,215,204
- -------------------------------------------------------------------------------
See notes to consolidated financial statements.
Newspaper Group operating profit for 1995 and 1993 includes charges of $8.5
million and $35.4 million, respectively, for costs related to staff reductions.
Unallocated corporate expenses for 1995 includes a charge of $1.6 million for
similar staff reductions.
Magazine Group amounts for 1994 have been affected by the dispositions of the
Women's Magazines Division and the U.K. golf publications (see Note 2). The 1995
and 1994 amortization amounts include $10.0 million and $4.2 million,
respectively, of the income relating to a $40.0 million non-compete agreement,
associated with the disposition of the Women's Magazines Division, which is
being recognized straight-line over four years.
Newspaper Group amounts for 1995 and 1994 have been affected by the inclusion of
The Globe's operations for the entire year, while the 1993 amounts only include
its operations from the October 1, 1993 acquisition date (see Note 2).
Equity in operations of Forest Products Group and investment in Forest Products
Group for 1993 reflect an after-tax noncash charge of $47.0 million to write
down the Company's investment in Gaspesia.
F-3
MANAGEMENT'S DISCUSSION AND ANALYSIS
- -------------------------------------------------------------------------------
Advertising and circulation revenues accounted for approximately 69 percent and
23 percent of the Company's revenues in 1995. National and local economic
conditions influence the level of retail, national and classified advertising
generated in the markets served by the Company's business segments. Circulation
revenue is affected by competition from other forms of media available in the
Company's respective markets.
The cost of raw materials for the Company and the entire publishing industry
was adversely affected by the significant increases in newsprint and magazine
paper prices throughout 1995. The unfavorable impact of these increases is
expected to continue during 1996. However, it its unclear whether paper prices
will continue to rise in 1996.
Per share amounts in the following Management's Discussion and Analysis are
computed on an after-tax basis.
RESULTS OF OPERATIONS: 1995 Compared with 1994
In 1995, the Company reported net income of $135.9 million, or $1.40 per share,
compared with net income of $213.3 million, or $2.05 per share, in 1994.
Exclusive of special factors as described below, annual earnings from
ongoing operations would have been $1.41 per share in 1995, compared with $1.06
per share in 1994, an increase of 33 percent. The improvement in ongoing
operations in 1995's annual earnings was primarily due to higher revenues from
the Company's newspaper and broadcast properties and higher earnings from its
Forest Products Group.
Consolidated revenues for 1995 increased to $2.41 billion from $2.36 billion
in 1994. Excluding the revenues attributable to the operations divested during
1995 and 1994, annual revenues on a comparable basis were up 8 percent over
1994. The growth in revenues for the year was driven by strong revenues at the
newspaper and broadcast properties.
The Company's costs and expenses, excluding special factors, increased to
$2.17 billion from $2.15 billion in 1994. Excluding the costs and expenses
associated with the 1995 and 1994 divestitures, costs increased approximately 9
percent. The increase was primarily due to higher newsprint and magazine paper
prices and higher wages and benefits costs throughout the Company.
The Company's earnings for the year before interest, income taxes,
depreciation and amortization ("EBITDA"), excluding the net gains from the 1995
and 1994 divestitures, rose to $367.5 million from $361.3 million in the
comparable 1994 period.
Earnings for 1995 were affected by the following special factors:
- $10.1 million pre-tax charge ($.06 per share) for severance and
related costs resulting from work force reductions ("buyouts").
- $11.3 million pre-tax gain ($.05 per share) on the sales of small
regional newspapers.
Earnings for 1994 were affected by the following special factor:
- $200.9 million net pre-tax gain ($.99 per share) relating to the
divestitures of the Women's Magazines Division, U.K. golf publications
and a minority interest in Gaspesia Pulp & Paper Company Ltd.
("Gaspesia"), a Canadian newsprint mill.
Annual per share amounts were affected by the repurchase of the Company's
Class A Common Stock throughout 1994 and 1995. During 1995, $46.3 million was
expended to repurchase approximately 2.1 million shares. In 1994, approximately
$235.2 million was expended to repurchase 10.0 million shares.
Interest expense, net of interest income, declined to $25.2 million from
$28.2 million in 1994. The 1995 decline was due to higher levels of capitalized
interest in connection with new construction and a lower rate of interest on the
Company's outstanding debt, offset by higher debt balances.
Exclusive of taxes related to the 1995 and the 1994 divestitures, the annual
effective income tax rate for 1995 was 42.5 percent compared with 41.7 percent
in 1994. The 1995 tax rate includes the effects of a 1995 favorable state tax
ruling. The 1994 rate includes the utilization of capital loss carryforwards.
The following discussion provides additional information with respect to the
Company's traditional operations and new ventures.
- --------------------------------------------------------------------------------
NEWSPAPER GROUP: The table below shows the Newspaper Group's revenues, EBITDA
and operating profit split between newspapers/related businesses and new
ventures. The Newspapers category consists of: The New York Times ("The Times"),
The Boston Globe ("The Globe"), 21 Regional Newspapers, newspaper distributors,
a 50 percent interest in the International Herald Tribune, and Information
Services (previously included in the Broadcasting Group) which includes a news
service, a features syndicate, TimesFax and licensing operations of The New York
Times databases and microfilm. The New Ventures category consists of new
projects developed in electronic media by The Times and The Globe as well as
various new media investments such as Video News International and The Popcorn
Channel.
(Dollars in thousands) 1995 1994
- ------------------------------------------------------------------
REVENUES
Newspapers $2,160,399 $2,006,184
New Ventures 957 -
- ------------------------------------------------------------------
Total Revenues $2,161,356 $2,006,184
- ------------------------------------------------------------------
EBITDA
Newspapers $ 354,415 $ 343,256
New Ventures (12,686) -
- ------------------------------------------------------------------
Total EBITDA $ 341,729 $ 343,256
- ------------------------------------------------------------------
OPERATING PROFIT (LOSS)
Newspapers $ 221,566 $ 207,489
New Ventures (13,101) -
- ------------------------------------------------------------------
Total Operating Profit $ 208,465 $ 207,489
- ------------------------------------------------------------------
F-4
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
- --------------------------------------------------------------------------------
Excluding buyouts associated with the Group, operating profit in 1995 was
$217.0 million compared with $207.5 million in 1994. Revenues increased to $2.16
billion in 1995 from $2.01 billion in the prior year. Operating profit improved
despite a significant increase in newsprint prices over 1994. Increased
advertising and circulation rates and cost controls enabled the Group to
overcome a $76.2 million increase for the year in newsprint costs (net of
conservation programs).
Revenues increased approximately 8 percent for the year. The increase was
attributable to higher advertising rates and volume, higher circulation revenues
and database royalties. The Times experienced a 15 percent gain in circulation
revenues while The Globe recorded an 11 percent increase for the year. At the 21
Regional Newspapers, circulation revenue grew 7 percent for the year.
Average circulation on a comparable basis for the year was as follows:
Weekday Sunday
- ------------------------------------------------------------------
(Copies in thousands) 1995 % Change 1995 % Change
- ------------------------------------------------------------------
AVERAGE CIRCULATION
The New York Times 1,120.7 -1.9 1,712.6 -1.8
The Boston Globe 497.7 -1.3 789.3 -1.9
Regional Newspapers 753.7 -2.3 803.9 -1.6
- ------------------------------------------------------------------
The average circulation decline is partly attributable to the increase in
newsstand and home delivery prices and a decrease in distribution to
selected outlying areas.
Advertising volume on a comparable basis for the year was as follows:
- ------------------------------------------------------------------
(Inches in thousands) 1995 % Change
- ------------------------------------------------------------------
ADVERTISING VOLUME (EXCLUDING PREPRINTS)
The New York Times 3,831.2 +2.6
The Boston Globe 2,946.9 +2.2
Regional Newspapers 15,525.1 +1.1
- ------------------------------------------------------------------
Advertising volume at The Times increased 2.6 percent over 1994. Zoned and
national advertising categories increased 14.6 percent and 1.3 percent,
respectively, while retail and classified advertising experienced decreases of
3.8 percent and 2.8 percent, respectively.
At The Globe, advertising volume for the year increased 2.2 percent over
1994. Advertising increased in all categories except retail, which declined 2.1
percent. Advertising volume for the 21 Regional Newspapers increased 1.1 percent
over 1994. Classified advertising increased 8.0 percent, while the retail
category decreased 2.1 percent.
MAGAZINE GROUP: The Magazine Group is comprised of a number of publications, New
Ventures such as computerized systems for golf tee time reservations and on-line
magazine services, and related activities in the sports/leisure field. The
revenues for the Group include a $40.0 million non-compete agreement, associated
with the divestiture of the Women's Magazine Division, which is being recognized
straight-line over four years.
- ------------------------------------------------------------------
(Dollars in thousands) 1995 1994
- ------------------------------------------------------------------
REVENUES
Sports/Leisure Magazines $152,819 $144,777
New Ventures 122 -
Non-Compete 10,000 4,167
1994 Divested Magazines - 131,117
- ------------------------------------------------------------------
Total Revenues $162,941 $280,061
- ------------------------------------------------------------------
EBITDA
Sports/Leisure Magazines $ 22,876 $ 21,611
New Ventures (1,135) -
1994 Divested Magazines - 1,019
- ------------------------------------------------------------------
Total EBITDA $ 21,741 $ 22,630
- ------------------------------------------------------------------
OPERATING PROFIT (LOSS)
Sports/Leisure Magazines $ 19,971 $ 19,439
New Ventures (1,230) -
Non-Compete 10,000 4,167
1994 Divested Magazines - (4,402)
- ------------------------------------------------------------------
Total Operating Profit $ 28,741 $ 19,204
- ------------------------------------------------------------------
Operating profit for the Group was $28.7 million in 1995, compared with
$19.2 million in 1994, on revenues of $162.9 million and $280.1 million,
respectively. The decrease in revenues for the year was primarily due to the
revenues attributable to the Women's Magazines Division and the U.K. golf
publications, which were sold in the third quarter of 1994.
Excluding the operations of the 1994 divested magazines and the non-compete
income, revenues for 1995 increased approximately 6 percent due to higher
advertising revenues at Golf Digest and Golf World USA offset, in part, by
sluggish advertising at Tennis magazine. Operating profit for the Sports/Leisure
Magazines increased slightly due to improved revenues offset by higher paper
prices and subscription costs.
Advertising pages as reported to Publisher's Information Bureau ("PIB") for
Golf Digest decreased 1.3 percent to 1,304 pages and for Tennis decreased 12.9
percent to 717 pages.
THE BROADCASTING GROUP: The Broadcasting Group consists of six network-
affiliated television stations and two radio stations.
(Dollars in thousands) 1995 1994
- ------------------------------------------------------------------
Revenues $85,106 $71,318
- ------------------------------------------------------------------
EBITDA $30,462 $23,739
- ------------------------------------------------------------------
Operating Profit $18,943 $13,626
- ------------------------------------------------------------------
The Broadcasting Group's operating profit increased 39 percent over 1994.
The Group's operating profit was $18.9 million in 1995, compared with $13.6
million in 1994, on revenues of $85.1 million and $71.3 million, respectively.
Increased results for the year were due to higher local advertising revenues,
higher network compensation and the added operations of WTKR-TV, Norfolk, Va.,
which was acquired in June 1995.
FOREST PRODUCTS GROUP: Equity in operations of the Forest Products Group
(an after-tax amount) was $14.1 million in 1995 compared with $3.3 million in
1994. The 1995 improvement resulted principally from higher paper sales prices.
F-5
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
- --------------------------------------------------------------------------------
RESULTS OF OPERATIONS: 1994 COMPARED WITH 1993
In 1994, the Company reported net income of $213.3 million, or $2.05 per share,
compared with $6.1 million, or $.07 per share, in 1993.
Exclusive of the special factors described below, annual earnings would have
been $1.06 per share in 1994 compared with $.91 per share in 1993. Operating
profit for 1994, after excluding the special factors, rose to $211.2 million
from $163.1 million in 1993. The improvement in ongoing operations in 1994's
annual earnings was due to higher revenues at The Times, Regional Newspapers and
Broadcasting and the inclusion of The Globe's operations for the entire year
compared with one quarter in 1993.
Revenues for 1994 increased to $2.36 billion from $2.02 billion in 1993. The
1994 annual revenues included The Globe for an entire year, but the Women's
Magazines and U.K. golf publications only through the first six months. Annual
revenues for 1993 included an entire year of revenues from the magazines sold in
1994, but only the fourth-quarter revenues from The Globe. On a comparable
basis, excluding revenues attributable to The Globe and the magazines sold, 1994
annual revenues increased by approximately 6 percent over 1993. The growth in
1994 revenues was due to higher revenues in the Newspaper and Broadcasting
Groups.
The Company's costs and expenses after excluding special factors increased
to $2.15 billion from $1.86 billion in 1993. The increase was due to the
inclusion of The Globe's operations and acquisition amortization expense for the
entire year, as well as higher wages and benefits costs throughout the Company
offset, in part, by the reduction in expenses associated with the magazines
sold.
Earnings for 1994 were affected by the following special factor:
- $200.9 million net pre-tax gain ($.99 per share) relating to the
divestitures of the Women's Magazines Division, U.K. golf publications
and a minority interest in Gaspesia.
Earnings for 1993 were affected by the following special factors:
- $47.0 million after-tax charge ($.56 per share) against equity in
operations of the Forest Products Group to write down the Company's
investment in Gaspesia.
- $35.4 million pre-tax charges ($.23 per share) for severance and
related costs resulting from staff reductions at The Times.
- $4.4 million unfavorable tax adjustment ($.05 per share) due to a
federal corporate income tax rate increase which required the
remeasurement of deferred tax balances.
- $3.7 million pre-tax costs ($.02 per share) due to a severe snowstorm
that disrupted delivery of The Times.
- $2.6 million pre-tax gain ($.02 per share) on the sale of assets.
Excluding the net gain from the dispositions, EBITDA rose significantly to
$361.3 million in 1994 from $255.4 million in 1993. The increase was due to
improved operating results and the inclusion of The Globe's operations for an
entire year in 1994.
Interest expense, net of interest income, rose to $28.2 million in 1994 from
$25.4 million in 1993. The increase was a result of higher borrowings in
connection with stock repurchases and the October 1993 acquisition of The Globe.
Exclusive of the taxes related to the 1994 magazine sales and the
disposition of Gaspesia, the Company's effective income tax rate for 1994 was
41.7 percent compared with 42.7 percent in 1993. The rates in both years reflect
the utilization of capital tax loss carryforwards.
A discussion of the Company's financial performance follows:
NEWSPAPER GROUP:
(Dollars in thousands) 1994 1993
- ------------------------------------------------------------------
Revenues $2,006,184 $1,563,281
- ------------------------------------------------------------------
EBITDA $ 343,256 $ 224,560
- ------------------------------------------------------------------
Operating Profit $ 207,489 $ 125,597
- ------------------------------------------------------------------
Operating profit of the Newspaper Group, adjusted for special factors, in
1994 was $207.5 million compared with $162.1 million in 1993. Revenues increased
to $2.01 billion in 1994 from $1.56 billion in the prior year. The improvements
in 1994 revenues and operating profit were due to a combination of higher
advertising and circulation rates, increased advertising volume, and the
inclusion of the operations of The Globe for an entire year. The Group was
affected by higher newsprint prices in the fourth quarter of 1994, as a result
of increased demand for newsprint in the market. These prices increased in 1995.
Average circulation for 1994 throughout the Newspaper Group was adversely
affected by newsstand and home delivery price increases. Average circulation on
a comparable basis for the year was as follows:
Weekday Sunday
- ------------------------------------------------------------------
(Copies in thousands) 1994 % Change 1994 % Change
- ------------------------------------------------------------------
AVERAGE CIRCULATION
The New York Times 1,142.8 -3.1 1,743.9 -2.1
The Boston Globe 504.5 - 804.8 -1.2
Regional Newspapers 843.5 -0.9 851.4 -0.3
Advertising volume on a comparable basis for the year was as follows:
- ------------------------------------------------------------------
(Inches in thousands) 1994 % Change
- ------------------------------------------------------------------
ADVERTISING VOLUME (EXCLUDING PREPRINTS)
The New York Times 3,733.6 +3.5
The Boston Globe 2,884.2 +5.3
Regional Newspapers 17,086.8 +4.3
- ------------------------------------------------------------------
Advertising volume at The Times increased 3.5 percent. National, classified
and zoned advertising categories experienced increases of 2.1 percent, 4.1
percent and 8.3 percent, respectively. However, retail advertising decreased by
1.1 percent.
At The Globe, advertising volume for the year 1994 increased 5.3 percent
over 1993. Advertising increased in all categories, especially classified which
was up 8.6 percent over 1993.
F-6
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
- --------------------------------------------------------------------------------
At the 28 regional newspapers that were in the Group for the entire 1994 and
1993 periods (two weekly newspapers were sold at the end of 1993), advertising
volume increased 4.3 percent. Advertising increased in all categories over 1993.
MAGAZINE GROUP:
(Dollars in thousands) 1994 1993
- ------------------------------------------------------------------
REVENUES
Sports/Leisure Magazines $144,777 $146,306
Non-Compete 4,167 -
1994 Divested Magazines 131,117 $248,157
- ------------------------------------------------------------------
Total Revenues $280,061 $394,463
- ------------------------------------------------------------------
EBITDA
Sports/Leisure Magazines $ 21,611 $ 26,364
1994 Divested Magazines 1,019 4,582
- ------------------------------------------------------------------
Total EBITDA $ 22,630 $ 30,946
- ------------------------------------------------------------------
OPERATING PROFIT (LOSS)
Sports/Leisure Magazines $ 19,439 $ 22,780
Non-Compete 4,167 -
1994 Divested Magazines (4,402) (10,450)
- ------------------------------------------------------------------
Total Operating Profit $ 19,204 $ 12,330
- ------------------------------------------------------------------
Operating profit for the Magazine Group was $19.2 million in 1994, compared
with $12.3 million in 1993, on revenues of $280.1 million and $394.5 million,
respectively. The decrease in revenues for the year was primarily due to the
lack of revenues attributable to the Women's Magazines Division and the U.K.
golf publications, which were sold in the third quarter of 1994.
In connection with the sale of the Women's Magazines Division, the Company
entered into a four-year non-compete agreement for which it received $40.0
million. This amount is being recognized as income, on a straight-line basis,
over a four- year period commencing with the closing of the sale on July 26,
1994. The 1994 revenues for the Group included $4.2 million relating to this
agreement.
Excluding the 1993 and 1994 operations of the Women's Magazines Division,
the U.K. golf publications and the non-compete income arising from the Women's
sale in 1994, both the revenues and the operating profit of the Sports/Leisure
Magazines for 1994 were down from the comparable period in 1993. This was due
primarily to softness in advertising at Golf Digest and Tennis magazines and
higher subscription promotion costs.
Advertising pages as reported to Publisher's Information Bureau for Golf
Digest decreased 2 percent from 1993 to 1,321 pages and for Tennis increased 4
percent from 1993 to 823 pages.
BROADCASTING GROUP:
(Dollars in thousands) 1994 1993
- ------------------------------------------------------------------
Revenues $71,318 $61,910
- ------------------------------------------------------------------
EBITDA $23,739 $18,863
- ------------------------------------------------------------------
Operating Profit $13,626 $ 8,138
- ------------------------------------------------------------------
The Broadcasting Group's operating profit was $13.6 million in 1994,
compared with $8.1 million in 1993 on revenues of $71.3 million and $61.9
million, respectively. Higher national and local advertising revenues at the
television stations accounted for the improved operating results.
FOREST PRODUCTS GROUP: Equity in operations of the Forest Products Group (an
after-tax amount) was $3.3 million in 1994, compared with a loss of $4.9 million
in 1993, when adjusted for the Gaspesia write-down. The 1994 improvements
resulted from the Company no longer needing to record its share of operating
losses for Gaspesia as a result of the 1993 write-down. In addition, higher
sales prices improved the Group's operating results during the second half of
the year and this favorable trend continued into 1995.
- --------------------------------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities in 1995 of $295.2 million and the
incremental proceeds from the debt offering (see below) were used primarily to
modernize facilities and equipment, to fund acquisitions, to pay dividends to
stockholders and to repurchase shares of the Company's Class A Common Stock. The
ratio of current assets to current liabilities was .89 at December 31, 1995,
compared with .91 at December 31, 1994, and long-term debt and capital lease
obligations as a percentage of total capitalization was 28 percent at December
31, 1995, compared with 25 percent at December 31, 1994.
FINANCING: In March 1995, the Company completed a public offering of $400.0
million of unsecured notes and debentures. The offering consisted of ten-year
notes aggregating $250.0 million maturing March 15, 2005 at an annual rate of
7.625% (the "Notes") and 30-year debentures aggregating $150.0 million maturing
March 15, 2025 at an annual rate of 8.25% (the "Debentures"), (collectively
referred to herein as the "Offering"). The Debentures are callable after ten
years. Interest is payable semi-annually on March 15 and September 15 on both
the Notes and the Debentures.
The net proceeds from the Offering were used to repay the principal balance
of the $162.3 million 11.85% Notes due March 31, 1995, $50.0 million of 9.34%
Notes due July 15, 1995 and indebtedness outstanding under the Company's
commercial paper program. The remaining net proceeds were used for general
corporate purposes. Accordingly, at December 31, 1994, the 11.85% Notes due
March 31, 1995, the 9.34% Notes due July 15, 1995 and the amounts outstanding
under the Company's commercial paper facility were classified as long-term debt
as they were expected to be refinanced on a long-term basis under the Offering.
The Company has established a $200.0 million commercial paper program,
which is supported by the Company's revolving credit and term loan agreements.
Borrowings are in the form of
F-7
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONCLUDED)
- -------------------------------------------------------------------------------
unsecured notes sold at a discount with maturities ranging up to 270 days.
There were no borrowings outstanding under the commercial paper program at
December 31, 1995.
In addition to the commercial paper program, the Company has several
established sources for future liquidity purposes, including several revolving
credit and term loan agreements. At December 31, 1995, $170.0 million was
available for borrowing by the Company under these agreements.
In connection with the divestiture of a jointly-owned affiliate, Spruce
Falls Power and Paper Company Limited, the Company has fulfilled its commitment
to lend $26.5 million in 1994 to the new owners of the mill. Under the terms of
the loan, the five-year repayment period is not scheduled to commence until
December 1997. The Company expects the former affiliate to fulfill its
contractual obligation as stipulated in the loan agreement.
At December 31, 1995, approximately $17.5 million remains from charges
associated with staff reductions. The remaining cash outflows associated with
these charges are expected to occur over the next three years as a result of the
timing of certain union pension and welfare fund contributions. The Company does
not anticipate that its ongoing business operations will be affected by this
reduction of staff and expects to fund these charges through
internally-generated funds.
STOCK REPURCHASE PROGRAM: During the first quarter of 1995, the Company spent
the remainder of the $100.0 million authorized pursuant to a stock repurchase
program announced in October 1994. In February 1995, the Board of Directors
authorized expenditures of up to an additional $50.0 million. Under the program,
purchases may be made from time to time either in the open market or through
private transactions. The number of shares that may be purchased in market
transactions may be limited as a result of The Globe transaction. Purchases may
be suspended from time to time or discontinued.
In 1995, $46.3 million was expended under the two programs to repurchase
approximately 2.1 million shares. To date, approximately $18.0 million remains
from the 1995 authorization.
CAPITAL EXPENDITURES: In July 1994, the Company's Board of Directors approved
the construction of a new production and distribution facility in College Point,
New York, for the production of The Times. The Company estimates that the cost
of the new facility will be approximately $315.0 million, exclusive of
capitalized interest currently projected to be $35.0 million. Construction began
in August 1994 and completion is expected in the middle of 1997. While the new
facility will replace The Times's Manhattan production and distribution
facility, business and news operations will remain at the Manhattan building. No
write-down is anticipated as a result of the discontinuance of production at the
Manhattan facility.
The Company currently estimates that, inclusive of the College Point
facility, capital expenditures for 1996 will range from $275.0 million to $325.0
million.
The Company believes that cash generated from its operations and the
availability of funds from external sources should be adequate to cover planned
capital expenditures, dividend payments to stockholders and other cash
requirements.
NEW ACCOUNTING PRONOUNCEMENTS: In March 1995, the Financial Accounting Standards
Board ("FASB"), issued Statement of Financial Accounting Standards ("SFAS") No.
121, Accounting for Impairment of Long-Lived Assets ("SFAS 121"). SFAS 121 will
require a review for impairment of long-lived assets and certain identifiable
intangible assets to be held and used, whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. This statement is effective for the Company's 1996 financial
statements. The Company does not believe operating results will be materially
affected upon the adoption of SFAS 121.
In October 1995, the FASB issued SFAS No. 123, Accounting for Stock-Based
Compensation ("SFAS 123"). This statement is effective for the Company's 1996
financial statements. SFAS 123 encourages companies to account for stock
compensation awards based on their fair value at the date they are granted. The
resulting compensation cost would be shown as an expense on the income
statement. Companies choosing not to apply the new accounting method are
permitted to continue following current accounting requirements, however, they
will be required to disclose in the notes to the financial statements the effect
on net income and earnings per share had the new accounting method been applied.
The Company anticipates that it will continue to apply current accounting
requirements upon adoption of this standard.
F-8
CONSOLIDATED STATEMENTS OF INCOME
- --------------------------------------------------------------------------------------
Dollars and shares in thousands except per share data
Year Ended December 31
1995 1994 1993
- ---------------------------------------------------------------------------------------
REVENUES
Advertising $ 1,672,598 $ 1,656,999 $ 1,399,042
Circulation 551,985 545,854 473,971
Other 184,820 154,710 146,641
- ---------------------------------------------------------------------------------------
Total 2,409,403 2,357,563 2,019,654
- ---------------------------------------------------------------------------------------
COSTS AND EXPENSES
Production costs
Raw materials 368,152 304,360 280,531
Wages and benefits 537,159 529,701 437,528
Other 399,107 428,663 418,554
- ---------------------------------------------------------------------------------------
Total 1,304,418 1,262,724 1,136,613
Selling, general and
administrative expenses 876,405 883,597 756,460
- ---------------------------------------------------------------------------------------
Total 2,180,823 2,146,321 1,893,073
- ---------------------------------------------------------------------------------------
OPERATING PROFIT 228,580 211,242 126,581
Interest expense, net of interest income 25,230 28,162 25,375
Net gain on dispositions 11,291 200,873 --
- ---------------------------------------------------------------------------------------
Income before income taxes and equity
in operations of forest products group 214,641 383,953 101,206
Income taxes 92,832 173,868 43,231
- ---------------------------------------------------------------------------------------
Income before equity in operations
of forest products group 121,809 210,085 57,975
Equity in operations of forest products group 14,051 3,264 (51,852)
- ---------------------------------------------------------------------------------------
NET INCOME $ 135,860 $ 213,349 $ 6,123
- ---------------------------------------------------------------------------------------
Average number of common shares outstanding 96,854 104,070 84,459
- ---------------------------------------------------------------------------------------
Per share of common stock
Net income $ 1.40 $ 2.05 $ .07
Dividends .56 .56 .56
- ---------------------------------------------------------------------------------------
See notes to consolidated financial statements.
F-9
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
December 31
1995 1994
- --------------------------------------------------------------------------------
ASSETS Dollars in thousands
- --------------------------------------------------------------------------------
CURRENT ASSETS
Cash and short-term investments
(at cost which approximates market:
1995, $56,891,000; 1994, $14,255,000) $ 91,442 $ 41,419
Accounts receivable (net of allowances:
1995, $25,865,000; 1994, $28,157,000) 277,974 247,750
Inventories 42,844 30,545
Deferred subscription costs 10,333 10,659
Other current assets 40,042 81,401
- --------------------------------------------------------------------------------
Total current assets 462,635 411,774
- --------------------------------------------------------------------------------
INVESTMENT IN FOREST PRODUCTS GROUP 101,969 85,433
- --------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT (at cost)
Land 65,188 62,945
Buildings, building equipment and improvements 649,131 629,152
Equipment 956,890 908,630
Construction and equipment installations in progress 345,721 218,041
- --------------------------------------------------------------------------------
Total 2,016,930 1,818,768
Less accumulated depreciation 740,864 660,017
- --------------------------------------------------------------------------------
Total property, plant and equipment - net 1,276,066 1,158,751
- --------------------------------------------------------------------------------
INTANGIBLE ASSETS ACQUIRED
Costs in excess of net assets acquired 1,383,687 1,391,250
Other intangible assets acquired 218,646 160,747
- --------------------------------------------------------------------------------
Total 1,602,333 1,551,997
Less accumulated amortization 207,489 172,531
- --------------------------------------------------------------------------------
Total intangible assets acquired - net 1,394,844 1,379,466
- --------------------------------------------------------------------------------
MISCELLANEOUS ASSETS 141,216 102,207
- --------------------------------------------------------------------------------
Total $3,376,730 $3,137,631
- --------------------------------------------------------------------------------
See notes to consolidated financial statements.
F-10
- ----------------------------------------------------------------------------------------------------------------------
December 31
1995 1994
- -----------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY Dollars in thousands
- -----------------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES
Accounts payable $ 156,722 $ 121,504
Accrued payroll 74,560 67,012
Accrued expenses 200,576 182,338
Unexpired subscriptions 81,919 77,697
Current portion of capital lease obligations 3,139 2,681
- -----------------------------------------------------------------------------------------------------------------------
Total current liabilities 516,916 451,232
- -----------------------------------------------------------------------------------------------------------------------
OTHER LIABILITIES
Long-term debt 589,193 473,530
Capital lease obligations 48,680 49,666
Deferred income taxes 168,715 176,588
Other 441,124 441,323
- -----------------------------------------------------------------------------------------------------------------------
Total other liabilities 1,247,712 1,141,107
- -----------------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
5 1/2 percent cumulative prior preference stock of $100 par value - authorized
110,000 shares; outstanding: 1995 and 1994, 17,530 shares 1,753 1,753
Serial preferred stock of $1 par value - authorized 200,000 shares - none issued -- --
Common stock of $.10 par value
Class A - authorized 200,000,000 shares; issued: 1995, 108,950,897 shares;
1994, 108,052,347 shares (including treasury shares: 1995, 11,775,295; 1994, 10,242,381) 10,895 10,805
Class B, convertible - authorized 600,000 shares; issued: 1995, 568,919 shares;
1994, 570,121 (including treasury shares: 1995 and 1994, 139,943) 57 57
Additional capital 618,570 597,860
Earnings reinvested in the business 1,262,022 1,179,715
Common stock held in treasury, at cost (281,195) (244,898)
- -----------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 1,612,102 1,545,292
- -----------------------------------------------------------------------------------------------------------------------
Total $ 3,376,730 $ 3,137,631
- -----------------------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements.
F-11
CONSOLIDATED STATEMENTS OF CASH FLOWS
- ----------------------------------------------------------------------------------------------------------------------
Dollars in thousands Year Ended December 31
1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------------
CASH PROVIDED (USED):
OPERATING ACTIVITIES
Net income $ 135,860 $ 213,349 $ 6,123
Adjustments to reconcile net income to net cash provided
by operating activities
Depreciation 102,271 104,624 89,274
Amortization - net 36,663 45,466 39,558
Equity in operations of forest products group - net (20,064) (3,240) 52,311
Cash distributions and dividends from forest products group 4,330 8,224 --
Net gain on dispositions (11,291) (200,873) --
Proceeds from non-compete agreement -- 40,000 --
Deferred income taxes (9,225) (33,732) (37,901)
Increase in receivables - net (32,762) (18,573) (21,636)
(Increase) Decrease in inventories (12,723) (4,035) 10,799
Decrease (Increase) in deferred subscription costs and other current assets 51,939 (17,820) 4,749
Increase (Decrease) in accounts payable 28,200 17,481 (41,429)
Increase (Decrease) in accrued payroll and accrued expenses 45,275 (6,359) 64,823
Increase in unexpired subscriptions 4,832 18,027 11,196
Other - net (28,140) 19,046 15,491
- ----------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 295,165 181,585 193,358
- ----------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Net proceeds from sale of BPI Communications, L.P. -- 55,367 --
Net proceeds from dispositions 27,536 243,776 --
Businesses acquired, net of cash acquired (71,214) -- (134,384)
Additions to property, plant and equipment (200,688) (186,203) (75,738)
Purchases of marketable securities (39,370) (88,358) (65,077)
Proceeds from sales of marketable securities 39,370 88,358 65,077
Other investing proceeds 8,610 7,725 944
Other investing payments (17,873) (8,505) (16,986)
- ----------------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by investing activities (253,629) 112,160 (226,164)
- ----------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Short-term borrowing - net -- (1,935) 62,340
Long-term obligations
Increase 400,000 -- 200,000
Reduction (278,244) (5,113) (5,510)
Capital shares
Issuance 1,908 2,577 1,829
Repurchase (49,987) (232,815) (255,222)
Dividends paid to stockholders (54,291) (58,287) (47,076)
Other financing (payments) proceeds (10,899) 1,189 --
- ----------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 8,487 (294,384) (43,639)
- ----------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in Cash and short-term investments 50,023 (639) (76,445)
Cash and short-term investments at the beginning of the year 41,419 42,058 118,503
- ----------------------------------------------------------------------------------------------------------------------
Cash and short-term investments at the end of the year $ 91,442 $ 41,419 $ 42,058
- ----------------------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements and supplemental disclosures to
consolidated statements of cash flows.
F-12
SUPPLEMENTAL DISCLOSURES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
- ------------------------------------------------------------------------------------------
Dollars in thousands Year Ended December 31
1995 1994 1993
- ------------------------------------------------------------------------------------------
NONCASH INVESTING AND FINANCING TRANSACTIONS
Capital lease assets and obligations incurred $ 2,495 $ 5,990 $ 338
========== =========== ===========
Businesses acquired
Fair value of assets acquired 72,610 1,257,029
Liabilities assumed (1,396) (229,000)
Liabilities incurred, net of payments -- (18,744)
Common stock issued -- (874,901)
---------- -----------
Net cash paid $ 71,214 $ 134,384
========== ===========
Issuance of common shares $ 20,569 $ 21,723 $ 18,188
========== =========== ===========
CASH FLOW INFORMATION
Cash payments during the year for
Interest (net of amount capitalized) $ 29,277 $ 36,320 $ 26,861
========== =========== ===========
Income taxes $ 86,851 $ 220,973 $ 55,327
========== =========== ===========
- ------------------------------------------------------------------------------------------
For 1994, the increase in income taxes paid (and corresponding decrease in net
cash provided by operating activities) is in large part due to an increase in
estimated income tax payments of approximately $113,500,000 related to the net
gain on dispositions in 1994. Under Statement of Financial Accounting Standards
No. 95, "Statement of Cash Flows," all income tax payments are included in
determining net cash flow from operating activities, but the net cash proceeds
received from the dispositions are reported as an investing cash inflow.
F-13
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
- ----------------------------------------------------------------------------------------------------------------------------------
Dollars in thousands
except per share data Capital Stock
--------------------------------------
5 1/2 % Class A Class B Common
Preference Common Common Earnings Stock
-------------------------------------- Reinvested Held in
Additional in the Treasury,
Capital Business at cost
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE, JANUARY 1, 1993 $1,784 $8,805 $57 $164,928 $1,065,347 $(239,507)
- ----------------------------------------------------------------------------------------------------------------------------------
Net income 6,123
- ----------------------------------------------------------------------------------------------------------------------------------
Dividends, preference - $5.50 per share (98)
Dividends, common - $.56 per share (47,003)
- ----------------------------------------------------------------------------------------------------------------------------------
Issuance of shares:
The Globe acquisition - 36,397,313 Class A shares 1,940 432,624 440,337
Retirement units, etc. - 10,877 Class A shares
from treasury 123 339
Employee stock purchase plan - 819,166
Class A shares (2,612) 20,329
Stock options - 185,611 Class A shares 23 4,695 (934)
Stock conversions - 180 shares - -
- ----------------------------------------------------------------------------------------------------------------------------------
Purchase of company stock: 10,260,900 Class A shares (255,222)
- ----------------------------------------------------------------------------------------------------------------------------------
Foreign currency translation (1,411)
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1993 1,784 10,768 57 599,758 1,022,958 (34,658)
- ----------------------------------------------------------------------------------------------------------------------------------
Net income 213,349
- ----------------------------------------------------------------------------------------------------------------------------------
Dividends, preference - $5.50 per share (97)
Dividends, common - $.56 per share (58,190)
- ----------------------------------------------------------------------------------------------------------------------------------
Issuance of shares:
Retirement units, etc. - 10,889 Class A shares
from treasury (128) 271
Employee stock purchase plan - 1,191,323
Class A shares 2 (7,237) 29,119
Stock options - 223,700 Class A shares 35 6,928 (3,385)
Stock conversions - 1,503 shares - -
- ----------------------------------------------------------------------------------------------------------------------------------
Purchase of company stock:
10,043,900 Class A shares (236,245)
307 5 1/2 percent preference shares (31) 10
Proceeds from the sale of put options 1,189
Equity put option obligations (2,660)
- ----------------------------------------------------------------------------------------------------------------------------------
Foreign currency translation 1,695
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1994 1,753 10,805 57 597,860 1,179,715 (244,898)
- ----------------------------------------------------------------------------------------------------------------------------------
Net income 135,860
- ----------------------------------------------------------------------------------------------------------------------------------
Dividends, preference - $5.50 per share (96)
Dividends, common - $.56 per share (54,195)
- ----------------------------------------------------------------------------------------------------------------------------------
Issuance of shares:
Retirement units, etc. - 21,421 Class A shares
from treasury (308) 533
Employee stock purchase plan - 1,100,348
Class A shares 1 (4,852) 26,023
Stock options - 297,569 Class A shares 89 22,925 (16,317)
Stock conversions - 1,202 shares
- ----------------------------------------------------------------------------------------------------------------------------------
Purchase of company stock: 2,054,904 Class A shares (46,536)
Proceeds from the sale of put options 285
Fulfilled equity put option obligations 2,660
- ----------------------------------------------------------------------------------------------------------------------------------
Foreign currency translation 738
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1995 $1,753 $10,895 $57 $618,570 $1,262,022 $(281,195)
- ----------------------------------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements.
F-14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS. The New York Times Company and all subsidiaries (the
"Company"), is engaged in diversified activities in the communications field.
The Company's principal businesses are newspapers, magazines and broadcasting.
The Company also has equity interests in a Canadian newsprint company and a
supercalendered paper manufacturing partnership. The Company's major source of
revenue is advertising from its newspaper business. The newspapers operate in
the Northeast, Southeast and California markets.
PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include the
accounts of the Company after elimination of intercompany items.
FISCAL YEAR. The Company changed its fiscal
year-end to the last Sunday in December, beginning with the fiscal year ending
December 29, 1996.
INVENTORIES. Inventories are stated at the lower of cost or current market
value. Inventory cost generally is based on the last-in, first-out ("LIFO")
method for newsprint and magazine paper and the first-in, first-out ("FIFO")
method for other inventories.
INVESTMENTS. Investments in which the Company has at least a 20 percent but not
more than 50 percent interest are accounted for under the equity method.
PROPERTY, PLANT AND EQUIPMENT. Property, plant and equipment is stated at cost,
and depreciation is computed by the straight-line method over estimated service
lives. The Company capitalizes interest costs as part of the cost of
constructing major facilities and equipment.
INTANGIBLE ASSETS ACQUIRED. Costs in excess of net assets acquired consist of
excess costs of businesses acquired over values assigned to their net tangible
assets and other intangible assets. The Company evaluates periodically whether
there has been a permanent impairment in any of its intangible assets, inclusive
of goodwill. The major factors which are considered in such valuation include
the cash flow and any contemplated long-term strategies which might affect the
viability of such business. The excess costs which arose from acquisitions after
October 31, 1970 are being amortized by the straight-line method principally
over 40 years. The remaining portion of such excess, which arose from
acquisitions before November 1, 1970 (approximately $13,000,000), is not being
amortized since in the opinion of management there has been no diminution in
value. Other intangible assets acquired consist principally of advertiser and
subscriber relationships which are being amortized over the remaining lives,
ranging from 5 to 40 years. The general policy of 5 to 40 years relates to all
intangible assets with the life of 5 years used for various software licenses
and lives of 40 years used for mastheads on various acquired properties.
SUBSCRIPTION REVENUES AND COSTS. Proceeds from subscriptions and related costs,
principally agency commissions, are deferred at the time of sale and are
included in the Consolidated Statements of Income on a pro rata basis over the
terms of the subscriptions.
FOREIGN CURRENCY TRANSLATION. The assets and liabilities of foreign companies
are translated at the year-end exchange rates. Results of operations are
translated at the average rates of exchange in effect during the year. The
resultant translation adjustment is included as a component of stockholders'
equity.
EARNINGS PER SHARE. Earnings per share is computed after preference dividends
and is based on the weighted average number of shares of Class A and Class B
Common Stock outstanding during each year. The effect of shares issuable under
the Company's Incentive Plans (see Note 11), including stock options, is not
material and therefore is excluded from the computation.
CASH AND SHORT-TERM INVESTMENTS. For purposes of the Consolidated Statements of
Cash Flows, the Company considers all highly liquid debt instruments purchased
with maturities of three months or less to be cash equivalents. The Company has
overdraft positions at certain banks as a result of outstanding checks, which
have been reclassified to accounts payable.
DERIVATIVES. The Company had interest rate swap agreements with major
financial institutions that were used to manage exposure to fluctuations in
interest rates. The Company was exposed to credit losses in the event of
nonperformance by the counterparties to its interest rate swap agreements.
As of December 31, 1995, the Company did not have any derivative financial
instruments.
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 amounts reported in the financial
statements. Actual results could differ from these estimates.
NEW ACCOUNTING PRONOUNCEMENTS. In March 1995, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 121, Accounting for Impairment of Long-Lived Assets ("SFAS
121"). SFAS 121 will require a review for impairment of long-lived assets
and certain identifiable intangible assets to be held and used, whenever
events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. This statement is effective for the Company's
1996 financial statements. The Company does not believe operating results
will be materially affected upon the adoption of SFAS 121.
In October 1995, the FASB issued SFAS No. 123, Accounting for Stock-Based
Compensation ("SFAS 123"). This statement is effective for the Company's 1996
financial statements. SFAS 123 encourages companies to account for stock
compensation awards based on their fair value at the date they are granted. The
resulting compensation cost would be shown as an expense on the income
statement. Companies choosing not to apply the new accounting method are
permitted to continue following current accounting requirements, however, they
will be required to disclose in the notes to the financial statements the effect
on net income and earnings per share had the new accounting method been applied.
The Company anticipates that it will continue to apply current accounting
requirements upon adoption of this standard.
F-15
- --------------------------------------------------------------------------------
2. ACQUISITIONS/DIVESTITURES
In June 1995, the Company acquired WTKR-TV in Norfolk, Virginia. The acquisition
was accounted for as a purchase. The aggregate net cost of the acquisition was
$71,214,000 which was paid in cash. The purchase resulted in increases in other
intangible assets of approximately $57,705,000 (which consist of a network
affiliation agreement, FCC licenses and other intangible assets); property,
plant and equipment of $13,841,000, and other assets of $1,064,000. Net
liabilities assumed as a result of the transaction totaled approximately
$1,396,000. This acquisition will not have a material impact on the future
operations of the Company.
In the third quarter of 1995, the Company completed the sales of six small
regional newspapers: The Daily Commercial (Leesburg, FL); The Daily Corinthian
(Corinth, MS), The Messenger (Madisonville, KY), The Lenoir News-Topic (Lenoir,
NC), The State Gazette (Dyersburg, TN) and The Banner-Independent (Booneville,
MS). The sales resulted in a net pre-tax gain of approximately $11,300,000
($5,000,000 after taxes, or $.05 per share). In May 1995, the Company sold The
York County Coast Star (Kennebunk, ME). The sale did not have a material effect
on the Company's consolidated financial statements. These dispositions will not
have a material impact on the future operations of the Company.
In December 1994, the Company divested its minority interest in Gaspesia
Pulp & Paper Company Ltd. ("Gaspesia"), a Canadian newsprint mill. The Company's
49 percent interest was transferred to Abitibi-Price, Inc., the majority owner.
In connection with the transfer, a pre-tax charge of approximately $3,100,000
($.02 per share) was recorded. In 1993, the Company wrote down its investment in
Gaspesia by $47,000,000 ($.56 per share) to reflect its net realizable value.
In July and August 1994, the Company completed the sales of its Women's
Magazines Division and U.K. golf publications, respectively. These transactions
resulted in a pre-tax gain of approximately $204,000,000 ($1.01 per share). In
connection with the sale of the Women's Magazines Division, the Company entered
into a four-year non-compete agreement, for which it received $40,000,000. This
amount is being recognized as operating income, on a straight-line basis, over a
four-year period commencing with the closing of the sale on July 26, 1994.
The divestitures of the Women's Magazines Division, U.K. golf publications
and the minority interest in Gaspesia resulted in a net pre-tax gain of $200.9
million ($103.3 million after taxes or $.99 per share).
On October 1, 1993, pursuant to an Agreement and Plan of Merger dated June
11, 1993, as amended as of August 12, 1993 (the "Agreement"), a wholly-owned
subsidiary of the Company was merged with Affiliated Publications, Inc., the
parent company of The Boston Globe ("The Globe"), which became a wholly-owned
subsidiary of the Company.
The transaction was accounted for as a purchase and, accordingly, The
Globe's operations have been included in the Company's consolidated financial
statements beginning October 1, 1993, the date the transaction closed. The
acquisition had a net cost of approximately $1,028,000,000. Under the Merger
Agreement the Company exchanged cash of approximately $160,000,000 for 15
percent of The Globe's common stock with the remainder of the consideration paid
by the exchange of approximately 36,400,000 shares of the Company's Class A
Common Stock valued at $24.03 per share. The purchase resulted in increases in
costs in excess of net assets acquired of approximately $850,000,000 (which is
being amortized by the straight-line method over 40 years); other intangible
assets acquired of $161,000,000 (which consist principally of advertiser and
subscriber relationships which are being amortized by the straight-line method
over an average period of 33 years); and property, plant and equipment of
$246,000,000. Net liabilities assumed as a result of the transaction totaled
approximately $229,000,000.
Pro forma operating results for the year ended December 31, 1993, had The
Globe transaction occurred at the beginning of that period are as follows:
revenues of $2,335,985,000; net income of $1,178,000; and net income per share
of $.01.
Pro forma operating results for the year ended December 31, 1994, had the
magazines sales occurred as of January 1, 1994 were as follows: revenues of
$2,231,942,000; net income of $115,518,000; and net income per share of $1.11.
Pro forma operating results for the year ended December 31, 1993, had the
magazine sales and The Globe transaction occurred at the beginning of that
period were as follows: revenues of $2,097,828,000; net income of $14,009,000;
and net income per share of $.13.
The above pro forma results are not necessarily indicative of the combined
results that would have occurred had the sales and the merger taken place as of
the beginning of the periods provided, nor necessarily indicative of results
that may be achieved in the future. The gain on the sales is not included in the
above pro forma operating results.
In February 1994, the sale of BPI Communications, L.P., a partnership in
which the Company acquired a one-third interest through the 1993 acquisition of
The Globe, was completed. The Company received approximately $55,000,000 in 1994
from the sale. For financial reporting purposes, no gain or loss was recognized
on the sale.
On December 31, 1993, the Company sold two weekly newspapers and recognized
a pre-tax gain of $2,600,000, or $.02 per share, on the transaction.
In connection with the divestiture of a newsprint mill in 1991, the Company
made a loan commitment of up to $26,500,000 to the new owners of the mill. At
December 31, 1994, the commitment was fully funded. Interest on the outstanding
balance is payable quarterly at annual rates ranging from 4 to 10 percent.
Commencing in December 1997, the borrowings outstanding at December 1996 are
payable annually over a five-year period in 20 percent increments. The Company
expects the obligation to be satisfied as stipulated in the loan commitment.
F-16
- --------------------------------------------------------------------------------
3. INVESTMENT IN FOREST PRODUCTS GROUP
The Company has equity interests in a Canadian newsprint company, Donohue
Malbaie, Inc. ("Malbaie"), and in a partnership operating a supercalendered
paper mill in Maine, Madison Paper Industries ("Madison"). The equity interest
in Malbaie represents a 49 percent ownership interest.
The Company and Myllykoski Oy, a Finnish paper manufacturing company, are
partners through subsidiary companies in Madison. The partners' interests in the
net assets of Madison at any time will depend on their capital accounts, as
defined, at such time. Through an 80 percent-owned subsidiary, the Company's
share of Madison's profits and losses is 40 percent.
In December 1994, the Company divested its minority interest in Gaspesia,
which was written down to its net realizable value in 1993 (see Note 2).
Loans to Madison by the 80 percent-owned subsidiary of the Company totaled
$1,882,000, $1,523,000, and $1,279,000 in 1995, 1994 and 1993, respectively. No
contributions were made to Madison in 1995, 1994 or 1993.
The Company received distributions from Malbaie of $4,330,000 and
$8,224,000 in 1995 and 1994, respectively. No distributions were received from
Malbaie in 1993. The Company's share of undistributed earnings of Malbaie
aggregated approximately $9,200,000 and $4,882,000 at December 31, 1995 and
1994, respectively.
No loans or contributions were made to Malbaie in 1995, 1994 or 1993.
Condensed combined balance sheets of the Forest Products Group are as
follows:
- ------------------------------------------------------------------
Condensed Combined Balance Sheets
of Forest Products Group
Dollars in thousands
- ------------------------------------------------------------------
December 31 1995 1994
- ------------------------------------------------------------------
Current assets $ 94,934 $ 66,280
Less current liabilities 88,129 33,027
- ------------------------------------------------------------------
Working capital 6,805 33,253
Fixed assets, net 234,240 236,961
Long-term debt (771) (62,355)
Deferred income taxes and other (106,667) (103,756)
- ------------------------------------------------------------------
Net assets $ 133,607 $ 104,103
- ------------------------------------------------------------------
The current portion of debt of the Forest Products Group of $46,678,000 is
included in current liabilities. At December 31, 1995, long-term debt of the
Forest Products Group matures as follows: 1997, $526,000; 1998, $152,000; and
1999, $93,000. The Forest Products Group's debt is not guaranteed by the
Company.
Condensed combined statements of operations of the Forest Products Group,
which exclude the operations of Gaspesia subsequent to the write-down at
December 31, 1993, are as follows:
- -------------------------------------------------------------------
Condensed Combined Statements of Operations
of Forest Products Group
Dollars in thousands
- -------------------------------------------------------------------
Year Ended December 31 1995 1994 1993
- -------------------------------------------------------------------
Net sales and other income $ 268,377 $ 189,805 $ 254,324
Costs and expenses 216,342 180,860 269,845
- -------------------------------------------------------------------
Income (Loss) before taxes 52,035 8,945 (15,521)
Income tax expense (benefit) 7,969 1,136 (2,700)
- -------------------------------------------------------------------
Net income (loss) $ 44,066 $ 7,809 $ (12,821)
- -------------------------------------------------------------------
The condensed combined financial information of the Forest Products Group
excludes the income tax effects attributable to Madison. Such tax effects (see
Note 6) have been included in the Company's consolidated financial statements.
Adjustments from translating certain balance sheet accounts, principally
of the Canadian newsprint companies, for each of the three years in the period
ended December 31, 1995, are set forth in the Consolidated Statements of
Stockholders' Equity.
The cumulative translation adjustment (included in earnings reinvested in
the business) decreased stockholders' equity by $195,000 and $933,000 at
December 31, 1995 and 1994, respectively. Upon the disposition of Gaspesia in
1994, stockholders' equity was increased by $3,000,000, net of tax, to reflect
the cumulative translation adjustment related to Gaspesia.
During 1995, 1994 and 1993, the Company's Newspaper Group purchased
newsprint and supercalendered paper from the Forest Products Group (including
Gaspesia through the disposal date) at competitive prices. Such purchases
aggregated approximately $59,000,000, $107,000,000 and $102,000,000,
respectively.
- -------------------------------------------------------------------------------
4. INVENTORIES
Inventories as shown in the accompanying Consolidated Balance Sheets are
composed of the following:
- -----------------------------------------------------------------
Dollars in thousands
- -----------------------------------------------------------------
December 31 1995 1994
- -----------------------------------------------------------------
Newsprint and magazine paper $36,965 $24,783
Work-in-process, etc. 5,879 5,762
- -----------------------------------------------------------------
Total $42,844 $30,545
- -----------------------------------------------------------------
Utilization of the LIFO method reduced inventories as calculated on the FIFO
method by approximately $11,731,000 and $2,694,000 at December 31, 1995 and
1994, respectively.
F-17
- --------------------------------------------------------------------------------
5. VOLUNTARY STAFF REDUCTIONS AND UNION NEGOTIATIONS
In 1995 the Company recorded pre-tax charges of approximately $10,100,000,
or $.06 per share, for work force reductions at The Times, The Globe and
corporate headquarters. In 1993 the Company recorded pre-tax charges of
$35,400,000, or $.23 per share, for severance and related costs resulting from
anticipated white-collar staff reductions (approximately $30,000,000) and
voluntary early retirements from the composing room (approximately $5,400,000)
at The Times.
At December 31, 1995 and 1994, approximately $17,472,000 and $22,563,000,
respectively, are included in accrued expenses in the accompanying Consolidated
Balance Sheets, which represents the unpaid balance of the pre-tax charges. The
Company has committed the remaining funds. The remaining cash flows associated
with these charges are expected to be paid over the next three years due to the
timing of certain union pension and welfare fund contributions.
- --------------------------------------------------------------------------------
6. INCOME TAXES
Income tax expense for each of the years presented is determined in accordance
with Statement of Financial Accounting Standards No. 109, Accounting for Income
Taxes ("SFAS 109").
Income tax expense as shown in the Consolidated Statements of Operations is
composed of the following:
- -------------------------------------------------------------------
Dollars in thousands 1995 1994 1993
- -------------------------------------------------------------------
Current tax expense
Federal $105,999 $159,779 $60,178
State, local, foreign 1,970 49,651 17,612
- -------------------------------------------------------------------
107,969 209,430 77,790
- -------------------------------------------------------------------
Deferred tax expense
Federal (22,483) (20,955) (26,982)
State, local, foreign 12,493 (13,088) (8,919)
- -------------------------------------------------------------------
(9,990) (34,043) (35,901)
- -------------------------------------------------------------------
Income tax expense from
continuing operations 97,979 175,387 41,889
Less income tax expense (benefit)
related to equity in operations 5,147 1,519 (1,342)
- -------------------------------------------------------------------
Income tax expense $ 92,832 $173,868 $43,231
- -------------------------------------------------------------------
Tax expense in 1995 was reduced by $10,986,000 as a result of a favorable
state tax ruling and federal, state and local tax refunds. A further reduction
of $4,339,000 ($6,676,000 before federal tax effect) in 1995 tax expense relates
to a reduction in the valuation allowance attributable to state and local
capital and net operating loss tax benefits. The remaining decrease in the
valuation reserve is due principally to the expiration of net operating loss tax
benefits and does not affect income tax expense.
Tax expense in 1994 was reduced by approximately $10,000,000 and $3,000,000,
respectively, relating to a decrease in valuation allowance and recognition of
federal capital loss tax benefits. The decrease in valuation allowance is
associated with federal capital loss tax benefits. An increase in valuation
allowance associated with state and local capital loss carryforward tax benefits
added approximately $688,000 (net of federal tax benefit) to 1994 tax expense.
Tax expense in 1993 was reduced by $6,317,000. The reduction was due to a
decrease in the valuation allowance of $4,390,000 related to federal capital
loss carryforwards, and benefits associated with state and local operating loss
carryforwards net of federal tax effect. Adjustment of the Company's deferred
tax balances for the one percent rate increase provided in the Tax Reform Act
of 1993 added $4,359,000 to deferred tax expense, inclusive of $600,000 of
expense reported in equity in operations of the Forest Products Group.
In accordance with the provisions of SFAS 109, approximately $1,600,000 of
additional reduction in valuation allowance, which was established against
acquired deferred tax assets, was recorded as a reduction of goodwill in 1993.
No such amounts affected 1995 or 1994 tax expense.
Income tax benefits credited directly to stockholders' equity totaled
$837,000, $2,434,000 and $3,595,000 during 1995, 1994 and 1993, respectively.
Foreign taxes included in income tax expense in 1994 of $4,979,000 were
principally attributable to the disposition of the Company's U.K. golf
publications. Foreign taxes included in income tax expense in 1995 and 1993
were not significant.
Equity in operations of the Forest Products Group (see Note 3) includes the
income tax effects of the Company's interest in Madison and its equity in the
operations of the Canadian newsprint companies. Of such amounts, tax expense of
$850,000 in 1995, and tax benefits of $117,000 in 1994 and $585,000 in 1993 are
applicable to the Canadian newsprint companies. Deferred taxes attributable to
the Company's interest in Madison were an expense of $273,000 in 1995, a benefit
of $(39,000) in 1994, and expense of $1,562,000 in 1993. These deferred taxes
result principally from differences between depreciation used for financial
reporting and that used for tax reporting. The Company's consolidated federal
income tax returns include the income tax effects of its interest in Madison.
F-18
The reasons for the variance between the effective tax rate on income before
income taxes and equity in operations of the Forest Products Group and the
federal statutory rate (exclusive of the net gain on dispositions in 1995 and
1994) are as follows:
- ---------------------------------------------------------------------------------------------------
Year Ended December 31 1995 1994 1993
- ---------------------------------------------------------------------------------------------------
% of % of % of
Dollars in thousands Amount Pretax Amount Pretax Amount Pretax
- ---------------------------------------------------------------------------------------------------
Tax at federal statutory rate $71,173 35.0% $ 64,078 35.0% $35,422 35.0%
Increase (decrease) resulting from
State and local taxes - net 8,090 4.0 5,177 2.8 6,883 6.8
Capital loss tax benefits - - (10,000) (5.4) (6,875) (6.8)
Amortization of nondeductible
intangible assets acquired 11,061 5.4 11,139 6.1 5,602 5.5
Change in enacted tax rate - - - - 3,759 3.7
Other - net (3,826) (1.9) 5,920 3.2 (1,560) (1.5)
- ---------------------------------------------------------------------------------------------------
Subtotal 86,498 42.5% 76,314 41.7% 43,231 42.7%
- ---------------------------------------------------------------------------------------------------
Dispositions 6,334 97,554 -
- ---------------------------------------------------------------------------------------------------
Income tax expense $92,832 $173,868 $43,231
- ---------------------------------------------------------------------------------------------------
Federal income taxes payable (refundable) totaled $8,725,000 and $(28,109,000)
as of December 31, 1995 and 1994, respectively. Current income taxes payable are
included in accrued expenses while refundable amounts are included in other
current assets. The components of the net deferred tax liabilities recognized on
the respective Consolidated Balance Sheets are as follows:
- -----------------------------------------------------------------
Dollars in thousands
December 31 1995 1994
- -----------------------------------------------------------------
Deferred Tax Assets
Intangible assets acquired $ 5,941 $ 10,425
Accrued state and local taxes 17,033 14,996
Postretirement and
postemployment benefits 86,822 81,707
Other accrued employee benefits
and compensation 93,777 89,569
Allowance for doubtful
accounts 13,411 13,113
Tax loss carryforwards 8,571 20,260
Deferred Income 29,811 35,040
Other 10,550 4,578
- -----------------------------------------------------------------
Total deferred tax assets 265,916 269,688
Valuation allowance (10,724) (19,774)
- -----------------------------------------------------------------
Net deferred tax assets $255,192 $249,914
- -----------------------------------------------------------------
- ------------------------------------------------------------------
Dollars in thousands
December 31 1995 1994
- ------------------------------------------------------------------
Deferred Tax Liabilities
Property, plant and equipment $134,613 $121,617
Tax certificate 113,238 125,664
Nontaxable acquisition 123,880 125,782
Deferred subscription
expenses 8,013 8,627
Safe harbor tax lease 18,975 19,717
Unremitted earnings 1,238 833
Investment in Forest Products
Group 13,382 13,324
Other 1,084 2,641
- ------------------------------------------------------------------
Total deferred tax liabilities 414,423 418,205
- ------------------------------------------------------------------
Net deferred tax assets (255,192) (249,914)
- ------------------------------------------------------------------
Net deferred tax liability 159,231 168,291
- ------------------------------------------------------------------
Less amounts included in:
Other current assets (10,559) (9,296)
Accrued expenses 1,075 999
- ------------------------------------------------------------------
Deferred income taxes $168,715 $176,588
- ------------------------------------------------------------------
At December 31, 1995, tax loss carryforwards include only state and local
tax loss benefits. The benefits are primarily attributable to tax operating
losses. Such loss carryforwards expire in accordance with provisions of
applicable tax laws and have remaining lives ranging from 1 to 13 years. The
remaining $8,571,000 of operating loss carryforwards will expire in years
through 2008.
In 1989, the Federal Communications Commission granted the Company a tax
certificate in connection with the sale of its cable television system. This
certificate permitted the Company to defer income taxes on the gain on the
transaction and pay such taxes over a number of years. Under the provisions of
the Internal Revenue Code, this is accomplished through a reduction in the tax
bases of various assets which results in lower tax depreciation and
amortization deductions in subsequent years. As a result, $10,994,000,
$10,508,000, and $10,820,000 of income taxes that were deferred became currently
payable in 1995, 1994 and 1993, respectively.
Federal income tax returns for all years through 1989 have been examined by the
Internal Revenue Service and the respective tax years have been closed by
statute. Examinations of the tax returns for the years 1990 through 1992 are in
process. Management is of the opinion that any assessments resulting from these
examinations will not have a material effect on the consolidated financial
statements.
F-19
- --------------------------------------------------------------------------------
7. DEBT
Long-Term Debt consists of the following:
- ------------------------------------------------------------------
Dollars in thousands
- ------------------------------------------------------------------
December 31 1995 1994
- ------------------------------------------------------------------
5.50% to 5.77% Senior Notes due $200,000 $200,000
1998-2000 (a)
7.625% Notes due 2005, net of unamortized 244,041 -
debt issuance costs of $5,959 in 1995;
effective interest rate 7.996% (b)
8.25% Debentures due 2025 (due 2005 at 145,152 -
option of Company), net of unamortized
debt issuance costs of $4,848 in 1995;
effective interest rate 8.553% (b)
11.85% Notes, discounted, due 1995 net of - 161,789
unamortized discount of $511 in 1994 (c)
9.34% Notes due 1995, including - 51,336
unamortized premium of $1,336 in 1994;
effective interest rate 4.25% (c)
Commercial Paper (d) - 60,405
- ------------------------------------------------------------------
Total Notes, Debentures and Other 589,193 473,530
- ------------------------------------------------------------------
Less: Current Portion - -
- ------------------------------------------------------------------
Total Long-Term Debt $589,193 $473,530
- ------------------------------------------------------------------
(a) In October 1993, the Company issued senior notes totaling $200,000,000
to an insurance company with interest payable semi-annually. Five-year notes
totaling $100,000,000 were issued at an annual rate of 5.50 percent, and the
remaining $100,000,000 were issued as six and one-half year notes at an annual
rate of 5.77 percent.
(b) In March 1995, the Company completed a public offering of $400,000,000
of unsecured notes and debentures. The offering consisted of ten-year notes
aggregating $250,000,000 maturing March 15, 2005 at an annual rate of 7.625%
(the "Notes") and 30-year debentures aggregating $150,000,000 maturing March 15,
2025 at an annual rate of 8.25% (the "Debentures"), (collectively referred to
herein as the "Offering"). The Debentures are callable after ten years. Interest
is payable semi-annually on March 15 and September 15 on both the Notes and
Debentures.
The net proceeds from the Offering were used to repay the principal balance
of the $162,300,000 11.85% Notes due March 31, 1995, $50,000,000 of 9.34% Notes
due July 15, 1995 and indebtedness outstanding under the Company's commercial
paper program. The remaining net proceeds were used for general corporate
purposes. Accordingly, at December 31, 1994, the 11.85% Notes due March 31,
1995, the 9.34% Notes due July 15, 1995 and the amounts outstanding under the
Company's commercial paper program were classified as long-term debt as they
were refinanced on a long-term basis under the Offering.
(c) In connection with the 1985 acquisition of certain newspapers, the
Company issued 10-year notes with an aggregate stated value of $162,300,000
which were discounted at an annual interest rate of 11.85 percent for financial
reporting purposes. Interest on certain of the notes was payable semi-annually.
In connection with the 1993 acquisition of The Globe (see Note 2), the
Company assumed $50,000,000 of 9.34 percent fixed-rate notes maturing July 1995,
which had been valued for financial reporting purposes using a discount rate of
4.25 percent. Interest on the notes was payable semi-annually.
(d) In December 1994, the Company established a $200,000,000 commercial
paper program. Borrowings are in the form of unsecured notes sold at a discount
with maturities ranging up to 270 days. There were no borrowings outstanding
under the commercial paper program at December 31, 1995. The $60,700,000 in
aggregate face value of such notes outstanding at December 31, 1994 were issued
at a weighted average annual interest rate of 6.06 percent. The outstanding
commercial paper is supported by the Company's revolving credit and term loan
agreements.
Based on borrowing rates currently available for debt with similar terms and
average maturities, the fair value of long-term debt, excluding the current
portion, was $647,900,000 and $455,100,000 at December 31, 1995 and 1994,
respectively.
- --------------------------------------------------------------------------------
The Company has a $93,300,000 revolving credit and term loan agreement with
a group of banks, which, as amended, terminates in October 1998. At such time,
the outstanding borrowings would be payable semi-annually in equal installments
over one year. At the Company's discretion, this facility may be converted into
term loans at any time. The agreement provides for an annual commitment fee of
0.11 percent on the unused commitment.
The Company also has a $46,700,000 revolving credit agreement with the same
group of banks, which expires in October 1996. The agreement provides for an
annual commitment fee of 0.06 percent on the unused commitment.
The agreements permit borrowings which bear interest, at the Company's
option, (i) for domestic borrowings: based on the certificates of deposit rate,
the Federal Funds rate, a prime rate or a quoted rate; or (ii) for Eurodollar
borrowings: based on the LIBOR rate. Borrowings under these agreements may be
prepaid without penalty.
The Company has a $20,000,000 revolving credit and term loan agreement with
a bank and its affiliate, which as amended, terminates in December 1999. At such
time, the outstanding borrowings would be payable semi-annually in equal
installments over one year. At the Company's discretion, this facility may be
converted into term loans at any time. The agreement provides for an annual
commitment fee of 0.09 percent on the unused commitment. The Company also has
entered into a $10,000,000 revolving credit agreement with the same bank and its
affiliate that expires November 1996, at which time, any outstanding borrowings
would be payable. The agreement provides for an annual commitment fee of 0.06
percent on the unused commitment.
The agreements permit borrowings which bear interest, at the Company's
option, (i) for domestic borrowings: based on the certificates of deposit rate,
a prime rate or a quoted rate; or (ii) for Eurodollar borrowings: based on the
LIBOR rate. Borrowings
F-20
under these agreements may be prepaid without penalty.
No borrowings under any of the above agreements were outstanding during
1995 and 1994.
Certain of the agreements also include provisions which require, among other
matters, specified levels of stockholders' equity. At December 31, 1995,
approximately $862,000,000 of stockholders' equity was unrestricted.
Short-term debt is comprised of the current portion of capital lease
obligations. There were no outstanding notes payable at December 31, 1995 and
1994.
The aggregate amount of maturities of long-term debt over the next five
years are as follows: 1996, none; 1997, none; 1998, $100,000,000; 1999, none;
2000, $100,000,000; and $400,000,000 thereafter.
Interest expense, net of capitalized interest and interest income, as shown
in the accompanying Consolidated Statements of Income consists of the following:
- -----------------------------------------------------------------
Dollars in thousands
- -----------------------------------------------------------------
December 31, 1995 1994 1993
- -----------------------------------------------------------------
Interest expense $ 48,751 $39,823 $30,900
Capitalized interest (15,177) (4,943) (1,351)
Interest income (8,344) (6,718) (4,174)
- -----------------------------------------------------------------
Net $ 25,230 $28,162 $25,375
- -----------------------------------------------------------------
- --------------------------------------------------------------------------------
8. LEASE COMMITMENTS
OPERATING LEASES:
Such lease commitments are primarily for office space and equipment. Certain
office space leases provide for adjustments relating to changes in real estate
taxes and other operating expenses.
Rental expense amounted to $27,699,000 in 1995, $26,559,000 in 1994, and
$24,744,000 in 1993. The approximate minimum rental commitments under
noncancelable leases (exclusive of minimum sublease rentals of $152,000) at
December 31, 1995 were as follows: 1996, $17,454,000; 1997, $14,390,000; 1998,
$12,334,000; 1999, $9,919,000; 2000, $6,798,000 and $24,529,000 thereafter.
CAPITAL LEASES:
In 1993, the Company and the City of New York executed a long-term lease
agreement and related agreements, under which the Company is leasing 31 acres of
City-owned land in College Point, New York, on which The Times is building a
state-of-the-art printing and distribution facility. Conditions stipulated under
the lease were met in 1994 and, accordingly, a capital lease of $5,000,000 was
recorded at such time. The lease will continue for 25 years after the start of
construction with an option to ultimately purchase the property. Under the terms
of the agreement, The Times would receive various tax and energy cost
reductions.
The Company also has a long-term lease for a building and site in Edison,
New Jersey. The lease provides the Company with certain early cancellation
rights, as well as renewal and purchase options. For financial reporting
purposes, the lease has been classified as a capital lease; accordingly, an
asset of approximately $57,000,000 (included in buildings, building equipment
and improvements at December 31, 1995 and 1994) has been recorded.
The following is a schedule of future minimum lease payments under all
capitalized leases together with the present value of the net minimum lease
payments as of December 31, 1995:
- --------------------------------------------------------------------
Dollars in thousands
- --------------------------------------------------------------------
Year Ended December 31 Amount
- --------------------------------------------------------------------
1996 $ 7,433
1997 7,337
1998 7,386
1999 7,288
2000 7,140
Later years 57,108
- --------------------------------------------------------------------
Total minimum lease payments 93,692
Less: amount representing interest 41,873
- --------------------------------------------------------------------
Present value of net minimum
lease payments including current
maturities of $3,139 $51,819
- --------------------------------------------------------------------
F-21
- --------------------------------------------------------------------------------
9. PENSION PLANS
The Company sponsors several pension plans and makes contributions to several
others in connection with collective bargaining agreements, including a joint
Company-union plan and a number of joint industry-union plans. These plans cover
substantially all employees.
The Company-sponsored pension plans provide participating employees with
retirement benefits in accordance with benefit provision formulas which are
based on years of service and final average or career pay and, where applicable,
employee contribu-tions. Funding is based on an evaluation and review of the
assets, liabilities and requirements of each plan. Retirement benefits are also
provided under supplemental unfunded pension plans.
Net periodic pension cost was $25,688,000 in 1995, $32,730,000 in 1994 and
$16,461,000 in 1993. The components of net periodic pension cost are:
- -------------------------------------------------------------------
Dollars in thousands
- -------------------------------------------------------------------
Year Ended December 31 1995 1994 1993
- -------------------------------------------------------------------
Service cost $ 16,413 $ 19,194 $ 14,075
Interest cost 41,859 38,933 26,675
Actual (return) loss on plan assets (74,904) 2,942 (38,907)
Curtailment loss - 1,887 -
Net amortization and
deferral 42,320 (30,226) 14,618
- -------------------------------------------------------------------
Net periodic pension cost $ 25,688 $ 32,730 $ 16,461
- -------------------------------------------------------------------
Due to the sale of the Women's Magazines Division, the Company recognized a
curtailment loss in 1994 (see Note 2). Accordingly, net periodic pension cost
relating to certain plans was remeasured at July 1994, using an increased
discount rate of 8.0 percent.
Assumptions used in the actuarial computations were:
- -------------------------------------------------------------------
Year Ended December 31 1995 1994 1993
- -------------------------------------------------------------------
Discount rate 7.25% 8.25% 7.00%
Rate of increase in
compensation levels 5.50% 5.50% 5.50%
Expected long-term rate of
return on assets 8.75% 8.75% 8.75%
- -------------------------------------------------------------------
In connection with collective bargaining agreements, the Company contributes to
several other pension plans including a joint Company-union plan and a number of
joint industry-union plans. Contributions are determined as a function of hours
worked or period earnings. Pension cost for these plans was $20,679,000 in 1995,
$19,535,000 in 1994 and $17,970,000 in 1993.
The funded status of the Company's plans which were valued at September 30, 1995
and 1994 is as follows:
- -------------------------------------------------------------------
Plans Whose Plans Whose
Assets Exceed Accumulated
December 31, 1995 Accumulated Benefits
Dollars in thousands Benefits Exceed Assets
- -------------------------------------------------------------------
Actuarial present value of benefit
obligation:
Vested benefit obligation $234,139 $256,239
- -------------------------------------------------------------------
Accumulated benefit obligation $239,507 $264,219
- -------------------------------------------------------------------
Projected benefit obligation $297,317 $331,039
Plan assets at fair value 269,633 178,539
- -------------------------------------------------------------------
Projected benefit obligation
in excess of plan assets 27,684 152,500
Unrecognized net (losses) gains (28,150) (23,770)
Unrecognized prior service cost 6,131 (9,945)
Unrecognized transition obligation (1,645) (1,274)
Fourth-quarter contribution, net (1,365) (8,986)
Adjustment required to recognize
additional minimum liability - 2,384
- -------------------------------------------------------------------
Recorded pension liability $ 2,655 $110,909
- -------------------------------------------------------------------
- -------------------------------------------------------------------
Plans Whose Plans Whose
Assets Exceed Accumulated
December 31, 1994 Accumulated Benefits
Dollars in thousands Benefits Exceed Assets
- -------------------------------------------------------------------
Actuarial present value of benefit obligation:
Vested benefit obligation $187,656 $207,104
- -------------------------------------------------------------------
Accumulated benefit obligation $193,129 $212,519
- -------------------------------------------------------------------
Projected benefit obligation $238,574 $263,044
Plan assets at fair value 231,236 144,200
- -------------------------------------------------------------------
Projected benefit obligation
in excess of plan assets 7,338 118,844
Unrecognized net (losses) gains (12,337) 11,269
Unrecognized prior service cost 6,567 (10,814)
Unrecognized transition obligation (2,038) (1,517)
Fourth-quarter contribution, net (2,483) (7,891)
- -------------------------------------------------------------------
Recorded pension (asset) liability $ (2,953) $109,891
- -------------------------------------------------------------------
Plan assets, which were valued as of September 30, 1995 and 1994, consist of
money market investments, investments in marketable fixed income and equity
securities, an investment in a diversified real estate equity fund and
investments in group annuity insurance contracts.
The additional minimum liability relating to the unfunded status of these
plans is included in other liabilities on the Consolidated Balance Sheets as of
December 31, 1995 and miscellaneous assets includes a related intangible asset
of an equal amount. No such liability was required as of December 31, 1994.
F-22
- --------------------------------------------------------------------------------
10. POSTRETIREMENT BENEFITS OTHER THAN
PENSIONS AND POSTEMPLOYMENT BENEFITS
The Company provides health and life insurance benefits to retired employees
(and their eligible dependents) who are not covered by any collective bargaining
agreements if the employee meets specified age and service requirements.
In accordance with SFAS No. 106, Employers' Accounting for Postretirement
Benefits Other Than Pensions, the Company accrues the costs of such benefits
during the employee's active years of service.
Net periodic postretirement cost was $7,842,000 in 1995, $12,419,000 in 1994
and $10,809,000 in 1993, respectively. The decrease in 1995 cost was a result of
a plan amendment which was adopted to reduce benefits for participants retiring
after January 1, 1995. The effect on the accumulated postretirement benefit
obligation is a reduction of $16,736,000. This amount is being amortized over a
period of approximately nine years beginning in 1995. The components of this
cost are as follows:
- ----------------------------------------------------------------
Dollars in thousands 1995 1994 1993
- ----------------------------------------------------------------
Service cost for benefits
earned during the period $ 2,820 $ 4,629 $ 3,955
Interest cost on accumulated
postretirement obligation 8,142 9,376 6,854
Net amortization and deferral (3,120) (102) -
Curtailment gain (See Note 2) - (1,484) -
- ----------------------------------------------------------------
Net periodic postretirement cost $ 7,842 $12,419 $10,809
- ----------------------------------------------------------------
The Company's policy is to fund the above-mentioned payments as claims and
premiums are paid.
The following table sets forth the amounts included in Accrued Expenses and
Other Liabilities on the Consolidated Balance Sheets at December 31, 1995 and
1994, based on valuation dates of September 30 in each year.
- ----------------------------------------------------------------
Dollars in thousands
- ----------------------------------------------------------------
December 31 1995 1994
- ----------------------------------------------------------------
Accumulated postretirement
benefit obligation
Retirees $ 55,954 $ 49,595
Fully eligible active plan 19,870 26,894
participants
Other active plan participants 44,965 45,017
- ----------------------------------------------------------------
Total 120,789 121,506
Unrecognized net gains 16,536 26,287
Unrecognized prior service cost 13,597 -
Fourth-quarter benefit
payments (544) (1,035)
- ----------------------------------------------------------------
Total accrued postretirement
benefit liability 150,378 146,758
Current portion included in
accrued expenses 4,400 4,400
- ----------------------------------------------------------------
Long-term accrued postretirement
benefit liability $145,978 $142,358
- ----------------------------------------------------------------
Increasing the assumed health care cost trend rates by one percentage point
in each year and holding all other assumptions constant would increase the
accumulated postretirement benefit obligation as of December 31, 1995 by
$16,706,000 and increase the net periodic postretirement benefit cost for 1995
by $1,785,000.
For 1995, the accumulated postretirement benefit obligation was determined
using a discount rate of 7.25 percent, an estimated increase in compensation
levels of 5.5 percent and a health care cost trend rate of between 11.0 percent
and 9.25 percent in the first year, grading down to 5.0 percent in the year
2008.
For 1994, the accumulated postretirement benefit obligation was determined
using a discount rate of 8.25 percent, an estimated increase in compensation
levels of 5.5 percent and a health care cost trend rate of between 12.0 percent
and 10.0 percent in the first year grading down to 5.0 percent in the year 2008.
In connection with collective bargaining agreements, the Company contributes
to several welfare plans including a joint Company-union plan and a number of
joint industry-union plans. Contributions are determined as a function of hours
worked or period earnings. Portions of these contributions, which cannot be
disaggregated, related to postretirement benefits for plan participants. Total
contributions to these welfare funds were approximately $26,034,000, $25,460,000
and $18,000,000 in 1995, 1994 and 1993, respectively.
In accordance with SFAS No. 112, Employers' Accounting for Postemployment
Benefits, the Company accrues the cost of certain benefits provided to former
or inactive employees, after employment but before retirement, such as
workers' compensation, disability benefits and health care continuation coverage
during the employees' active years of service.
F-23
- --------------------------------------------------------------------------------
11. EXECUTIVE AND NON-EMPLOYEE DIRECTORS' INCENTIVE PLAN
Under the Company's 1991 Executive Stock Incentive Plan and 1991 Executive Cash
Bonus Plan (together the "1991 Executive Plans"), the Board of Directors may
authorize incentive compensation awards and grant stock options to key employees
of the Company. Awards may be granted in cash, restricted and unrestricted
shares of the Company's Class A Common Stock, Retirement Units or such other
forms as the Board of Directors deems appropriate. Under the 1991 Executive
Plans, stock options of up to 10,000,000 shares of Class A Common Stock may be
granted and stock awards of up to 1,000,000 shares of Class A Common Stock may
be made. In adopting the 1991 Executive Plans, shares previously available for
issuance of retirement units and stock options under prior plans are no longer
available for future awards.
Retirement Units are payable in Class A Common Stock over a period of 10
years following retirement.
Stock options currently outstanding were granted under the Company's 1984
Stock Option Plan and the 1991 Executive Plans. The Plans provide for granting
of both incentive and non-qualified stock options principally at an option price
per share of 100 percent of the fair market value of the Class A Common Stock on
the date of grant. These options have terms of five or ten years, and become
exercisable in annual periods ranging from one year to four years from the date
of grant. Payment upon exercise of an option may be made in cash, with
previously-acquired shares, with shares (valued at fair market value) which
would be otherwise issued on the exercise of the option or any combination
thereof.
Under the Company's Non-Employee Directors' Stock Option Plan (the
"Directors' Plan"), non-qualified options with ten-year terms are granted
annually to each non-employee director of the Company. Each annual grant allows
the director to purchase from the Company up to 1,000 shares of Class A Common
Stock at the fair market value of such shares at the date of grant. Options for
an aggregate of 250,000 shares of Class A Common Stock may be granted under the
Directors' Plan.
Outstanding stock options granted to key employees of The Globe to purchase
its Series A and/or Series B Common Stock prior to the merger have been
converted to stock options to purchase the Company's Class A Common Stock. The
former Globe stock options were converted at a ratio of 0.6 shares of Class A
Common for each share of Globe stock as determined by the merger agreement. All
of these stock options became exercisable as of the acquisition date.
Changes in stock options for each of the three years in the period ended
December 31, 1995 were as follows:
----------------------------------------------------------------
Dollars in thousands Option Price
except per share data Shares Per Share ($) Total
----------------------------------------------------------------
Options outstanding
January 1, 1993 4,880,616 13.96 to 38.87 $115,935
Granted 1,909,080 26.50 to 30.68 50,641
Globe stock option
conversion 958,654 6.89 to 22.50 14,381
Exercised (346,334) 6.89 to 26.75 (6,333)
Terminations (41,175) 20.00 to 36.43 (1,116)
----------------------------------------------------------------
Options outstanding
December 31, 1993 7,360,841 6.89 to 38.87 173,508
Granted 2,426,376 22.56 to 26.18 54,807
Exercised (378,392) 6.89 to 26.75 (6,634)
Terminations (127,037) 11.45 to 36.43 (3,174)
----------------------------------------------------------------
Options outstanding
December 31, 1994 9,281,788 6.89 to 38.87 218,507
Granted 2,047,438 23.18 to 29.75 60,826
Exercised (909,622) 6.89 to 26.75 (18,741)
Terminations (412,379) 11.45 to 36.43 (11,009)
----------------------------------------------------------------
Options outstanding
December 31, 1995 10,007,225 10.31 to 38.87 $249,583
----------------------------------------------------------------
Options which became
exercisable during
1993 1,803,174 6.89 to 28.88 $35,098
1994 761,221 20.00 to 30.68 19,021
1995 1,285,288 20.00 to 26.50 30,667
----------------------------------------------------------------
Options exercisable
at December 31,
1993 4,673,663 6.89 to 38.87 $104,789
1994 4,953,313 6.89 to 38.87 114,260
1995 5,272,657 10.31 to 38.87 124,603
----------------------------------------------------------------
F-24
- --------------------------------------------------------------------------------
12. CAPITAL STOCK
The 5 1/2 percent cumulative prior preference stock, which is redeemable at the
option of the Company on 30-day's notice at par plus accrued dividends, is
entitled to an annual dividend of $5.50 payable quarterly.
The serial preferred stock is subordinate to the 5 1/2 percent cumulative
prior preference stock. The Board of Directors is authorized to set the
distinguishing characteristics of each series prior to issuance, including the
granting of limited or full voting rights; however, the consideration received
must be at least $100 per share. No shares of serial preferred stock have been
issued.
The Class A and Class B Common Stock are entitled to equal participation in
the event of liquidation and in dividend declarations. The Class B Common Stock
is convertible at the holders' option on a share-for-share basis into Class A
shares. As provided for in the Certificate of Incorporation, the Class A Common
Stock has limited voting rights, including the right to elect five of the
fifteen directors of the Board, and the Class A and Class B Common Stock have
the right to vote together on reservations of Company stock for stock options
and other stock-related plans, on the ratification of the selection of
independent certified public accountants and, in certain circumstances, on
acquisitions of the stock or assets of other companies. Otherwise, except as
provided by the laws of the State of New York, all voting power is vested solely
and exclusively in the holders of the Class B Common Stock.
At the April 1994 annual meeting of the Company's Class A and B Common
Stockholders, an amendment to the Employee Stock Purchase Plan was approved to
reserve an additional 6,000,000 shares of Class A Common Stock for sale under
the Plan.
At a special meeting of shareholders in September 1993, an amendment of the
Company's Restated Certificate of Incorporation was approved to increase the
total number of authorized shares of Class A Common Stock to 200,000,000 shares,
thereby increasing the Company's overall total number of authorized shares of
capital stock of The New York Times Company to 200,910,000 shares.
Under a stock repurchase program which commenced in June 1993 and expired at
the close of The Globe transaction on October 1, 1993, the Company repurchased
approximately 10,231,000 shares of its Class A Common Stock at an average price
of $24.87 per share.
The Company spent $150,000,000 authorized under its previous stock
repurchase program announced in October 1993. In October 1994, the Company
announced authorized expenditures of up to $100,000,000 for repurchases of its
Class A Common Stock. Under the two programs, the Company has repurchased
approximately 10,074,000 shares of its Class A Common Stock at an average
effective price of $23.42 per share. Had the stock repurchases, under both
programs, occurred as of January 1, 1994, earnings per share for the year 1994
would have been $2.12, an increase of $.07 per share.
During the first quarter of 1995, the remainder of the October 1994
$100,000,000 authorization was spent to repurchase approximately 639,000 shares
of Class A Common Stock at an average price of $22.08. In February 1995 the
Company's Board of Directors authorized additional expenditures of up to
$50,000,000. As of February 26, 1996, the Company repurchased approximately
1,415,000 shares of its Class A Common Stock at an average price of $22.84 per
share under this program. Under the program, purchases may be made from time to
time either in the open market or through private transactions. The number of
shares that may be purchased in market transactions may be limited as a result
of The Globe transaction. Purchases may be suspended from time to time or
discontinued. The remaining amount of this authorization is approximately
$18,000,000. Had the 1995 stock repurchases occurred as of January 1, 1995,
earnings per share for the year 1995 would have been $1.41, an increase of $.01
per share.
In addition to the Company's stock repurchase program, in 1994 the Company
began to sell equity put options in a series of private placements that entitle
the holder, upon exercise, to sell shares of Class A Common Stock to the Company
at a specified price. In 1995 and 1994, put options for 300,000 and 1,210,000
shares were issued for $285,000 and $1,189,000 in premiums, respectively, which
have been accounted for as a part of additional capital. As of December 31, 1995
all put options issued in 1995 have expired. Put options for 120,000 shares that
were outstanding at December 31, 1994 have been exercised or expired and the
amount of $2,660,000 that was recorded in other liabilities has been reclassed
to additional capital as of December 31, 1995. Premiums received in 1995 from
put options reduced the average price of shares repurchased during 1995 to
$22.51 per share from $22.65 per share; premiums received in 1994 reduced the
average price of shares repurchased during 1994 to $23.42 per share from $23.53
per share.
Under the 1996 Offering of the Employee Stock Purchase Plan, eligible
employees may purchase Class A Common Stock through payroll deductions during
1996 at the lower of $23.85 per share (85 percent of the average market price on
November 1, 1995) or 85 percent of the average market price on December 30,
1996. Shares of Class A Common Stock reserved for issuance at December 31, 1995
and 1994 were as follows:
-----------------------------------------------------------------
December 31 1995 1994
-----------------------------------------------------------------
Retirement Units Outstanding 197,000 221,021
Stock Awards Available 965,686 973,844
Stock Options
Outstanding 10,007,225 9,281,788
Available 1,888,961 3,646,047
Employee Stock
Purchase Plan
Available 4,702,248 5,802,596
Voluntary Conversion of
Class B Common Stock
Available 568,919 570,121
-----------------------------------------------------------------
Total 18,330,039 20,495,417
-----------------------------------------------------------------
F-25
- --------------------------------------------------------------------------------
13. SEGMENTS
The Company's segment and related information is included on pages 2 and 3 of
this Appendix. The information for the years 1995, 1994 and 1993 appearing
therein is presented on a basis consistent with, and is an integral part of, the
consolidated financial statements. Revenues from individual customers, revenues
between business segments and revenues, operating profit and identifiable assets
of foreign operations are not significant.
- --------------------------------------------------------------------------------
14. COMMITMENTS AND CONTINGENT LIABILITIES
In July 1994, the Company's Board of Directors approved the construction of the
new facility in College Point which will allow for later news deadlines and
provide color and inserting capability for The Times's daily newspaper. The cost
of the new facility, excluding capitalized interest currently projected to be
$35,000,000, is estimated to be $315,000,000. As of December 31, 1995, the
Company has spent approximately $176,600,000 excluding capitalized interest.
The Company is presently engaged in additional projects to modernize and
improve other production facilities. As of December 31, 1995, the Company has
committed $123,200,000 and spent approximately $50,000,000 for these additional
projects.
There are various legal actions that have arisen in the ordinary course of
business and are now pending against the Company. Such actions are usually for
amounts greatly in excess of the payments, if any, that the Company may be
required to make. It is the opinion of management after reviewing such actions
with legal counsel to the Company that the ultimate liability which might result
from such actions would not have a material adverse effect on the consolidated
financial statements.
- --------------------------------------------------------------------------------
15. RECLASSIFICATIONS
For comparability, certain 1993 and 1994 amounts have been reclassified to
conform with the 1995 presentation.
INDEPENDENT AUDITORS' REPORT BOARD OF DIRECTORS AND STOCKHOLDERS OF
THE NEW YORK TIMES COMPANY:
We have audited the accompanying consolidated balance sheets of The New York
Times Company as of December 31, 1995 and 1994, and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the three
years in the period ended December 31, 1995. These consolidated financial
statements are the responsibility of the Company'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 consolidated 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, such consolidated financial statements present fairly, in
all material respects, the financial position of The New York Times Company as
of December 31, 1995 and 1994, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 1995 in
conformity with generally accepted accounting principles.
/s/Deloitte & Touche LLP
- ------------------------
Deloitte & Touche LLP
New York, New York
February 7, 1996
MANAGEMENT'S RESPONSIBILITIES REPORT
The Company's consolidated financial statements were prepared by management who
is responsible for their integrity and objectivity. The consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles and, as such, include amounts based on management's best estimates
and judgments.
Management is further responsible for maintaining a system of internal
accounting control, designed to provide reasonable assurance that the Company's
assets are adequately safeguarded and that the accounting records reflect
transactions executed in accordance with management's authorization. The system
of internal control is continually reviewed for its effectiveness and is
augmented by written policies and procedures, the careful selection and training
of qualified personnel and a program of internal audit.
The consolidated financial statements were audited by Deloitte & Touche LLP,
independent auditors. Their audit was conducted in accordance with generally
accepted auditing standards and their report is shown on this page.
The Audit CommitteeBehalf of the Board of Directors which is composed solely of
independent directors, meets regularlyP the Company for Annual Meeting on May 16, 1997
R
O The undersigned hereby constitutes and appoints Arthur Ochs Sulzberger,
X Laura J.Corwin and Solomon B. Watson IV, and each of them, as proxies with
Y full power ofsubstitution in each, to represent the independent auditors, internal
auditorsundersigned at the Annual
Meeting of Stockholders of THE NEW YORK TIMES COMPANY to be held at 9:00 A.M.,
local time, at WTKR-TV, 720 Boush Street, Norfolk, Virginia 23510, on Friday,
May 16, 1997, or at any adjournments thereof, and management to discuss specific accounting, financial reporting and
internal control matters. Bothvote on all matters
coming before said meeting including the independent auditors and the internal
auditors have full and free access to the Audit Committee. Each year the Audit
Committee selects, subject to ratification by stockholders, the firm which is to
perform audit and other related work for the Company.
- --------------------------------------------------------------------------------
MARKET INFORMATION
- --------------------------------------------------------------------------------
The Class A Common Stock is listedproposals indicated on the American Stock Exchange. The Class B
convertible Common Stock and the 5 1/2 percent cumulative prior preference stock
are unlisted and are not actively traded. Dividends on the preference stock were
paid at the quarterly rate of $1.375 per share during each of the two years.
The approximate number of security holders of record as of January 31, 1996
was as follows: Class A Common Stock: 16,111; Class B Common Stock: 41; 5 1/2
percent cumulative prior preference stock: 61.
The market price rangereverse
side hereof.
Election of Class A Common Stock in 1995 and 1994 is as follows:
-------------------------------------------------------------------
Quarter Ended 1995 1994
-------------------------------------------------------------------
High Low High Low
March 31 $23.50 $20.12 $29.50 $25.75
June 30 24.50 21.62 27.62 23.00
September 30 29.25 22.62 25.00 21.62
December 31 30.87 27.12 24.62 21.25
Year 30.87 20.12 29.50 21.25
-------------------------------------------------------------------
F-27
QUARTERLY INFORMATION (Unaudited)
- -----------------------------------------------------------------------------------------------------------------------------------
Dollars and shares in millions First Quarter Second Quarter Third Quarter Fourth Quarter Year
except per share data 1995 1994 1995 1994 1995 1994 1995 1994 1995 1994
- -----------------------------------------------------------------------------------------------------------------------------------
Revenues $ 571.2 $ 589.5 $ 610.4 $ 635.5 $ 572.7 $ 527.2 $ 655.1 $ 605.4 $ 2,409.4 $ 2,357.6
- -----------------------------------------------------------------------------------------------------------------------------------
Costs and Expenses
Production costs:
Raw materials 80.0 78.4 85.7 80.4 90.5 66.0 111.9 79.6 368.1 304.4
Wages and benefits 131.4 132.1 133.6 133.7 135.1 129.8 137.1 134.1 537.2 529.7
Other 96.2 112.9 97.6 117.6 97.2 96.2 108.1 102.0 399.1 428.7
- -----------------------------------------------------------------------------------------------------------------------------------
Total 307.6 323.4 316.9 331.7 322.8 292.0 357.1 315.7 1,304.4 1,262.8
Selling, general and
administrative expenses 206.0 223.0 211.9 230.4 209.7 201.9 248.8 228.3 876.4 883.6
- -----------------------------------------------------------------------------------------------------------------------------------
Total 513.6 546.4 528.8 562.1 532.5 493.9 605.9 544.0 2,180.8 2,146.4
- -----------------------------------------------------------------------------------------------------------------------------------
Operating profit 57.6 43.1 81.6 73.4 40.2 33.3 49.2 61.4 228.6 211.2
Interest expense, net 7.3 8.7 6.7 8.0 5.6 6.2 5.6 5.3 25.2 28.2
Net gain (loss) on dispositions - - - - 11.3 204.0 - (3.1) 11.3 200.9
Income taxes 24.5 16.7 34.2 31.4 18.0 112.0 16.1 13.8 92.8 173.9
- -----------------------------------------------------------------------------------------------------------------------------------
Income before
equity in operations of
forest products group 25.8 17.7 40.7 34.0 27.9 119.1 27.5 39.2 121.9 210.0
Equity in operations of
forest products group 1.6 - 2.6 0.3 4.3 1.5 5.5 1.5 14.0 3.3
- -----------------------------------------------------------------------------------------------------------------------------------
Net income $ 27.4 $ 17.7 $ 43.3 $ 34.3 $ 32.2 $ 120.6 $ 33.0 $ 40.7 $ 135.9 $ 213.3
- -----------------------------------------------------------------------------------------------------------------------------------
Average number of common
shares outstanding 97.8 106.9 96.8 106.3 96.3 104.3 96.5 98.8 96.9 104.1
Per share of common stock
Net income $ .28 $ .17 $ .45 $ .32 $ .33 $ 1.16 $ .34 $ .41 $ 1.40 $ 2.05
Dividends .14 .14 .14 .14 .14 .14 .14 .14 .56 .56
- -----------------------------------------------------------------------------------------------------------------------------------
The 1994 quarters do not equal the respective year-end amounts for earnings
per share due to the weighted average numberDirectors. Change of shares outstanding usedAddress
Nominees:
A. Leon Higginbotham, Jr., ----------------------------------
Robert A. Lawrence, Charles H. Price II, ----------------------------------
Donald M. Stewart, William O. Taylor ----------------------------------
----------------------------------
(If you have written in the computations forabove
space, please mark the
respective periods. Per share amounts for the respective
quarters and years have been computed using the average number of common shares
outstanding as presented in the table above.
Annual and quarterly per share amounts are affected by the timing of share
issuances and repurchases. During 1994, approximately $235.2 million was
expended to repurchase 10.0 million shares.
The Company's largest source of revenues is advertising, which influences
the pattern of the Company's quarterly consolidated revenues and is seasonal in
nature. Traditionally, second-quarter and fourth-quarter advertising volume is
higher than that in the first quarter. Advertising volume tends to be lower in
the third quarter primarily because of the summer slow-down in many areas of
economic activity.
The cost of raw materials for the Company and the entire publishing industry
has been adversely affected by the significant increases in newsprint and
magazine paper prices throughout 1995. The unfavorable impact of these increases
is expected to continue during 1996. Quarterly trends are also affected by the
overall economy and economic conditions that may exist in specific markets
served by each of the Company's business segments.
Third-quarter 1995 includes a $11.3 million pre-tax gain ($.05 per share)
from the sales of small regional newspapers.
Fourth-quarter 1995 includes a $10.1 million pre-tax charge ($.06 per
share) for severance and related costs for work force reductions.
Third-quarter 1994 includes a $204.0 million pre-tax gain ($.99 per share)
from the sales of the Women's Magazines Division and U.K. golf publications.
Fourth-quarter 1994 includes a $3.1 million loss ($.02 per share)corresponding box on the dispositionreverse
side of Gaspesia.
F-28this card)
You are encouraged to specify your choices by marking the appropriate boxes
- -SEE REVERSE SIDE-but you need not mark any boxes if you wish to vote in
accordance with the Board of Director's recommendations. Your shares cannot be
voted unless you sign and return this card.
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
TEN-YEAR SUPPLEMENTAL FINANCIAL DATA
- ------------------------------------------------------------------------------------------------------------------------------------
Dollars and shares in millions Year Ended December 31
except per share data 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- ------------------------------------------------------------------------------------------------------------------------------------
Revenues and Income
Revenues $2,409 $2,358 $2,020 $1,774 $1,703 $1,777 $1,769 $1,700 $1,642 $1,524
- ------------------------------------------------------------------------------------------------------------------------------------
Operating Profit 229 211 127 88 94 130 169 251 284 266
- ------------------------------------------------------------------------------------------------------------------------------------
Income (Loss) from continuing
operations before equity
in forest products group 122 210 58 (2) 41 61 84 132 138 110
Equity in operations of
forest products group 14 3 (52) (9) 6 4 (16) 29 18 20
- ------------------------------------------------------------------------------------------------------------------------------------
Income (Loss) from continuing
operations 136 213 6 (11) 47 65 68 161 156 130
Discontinued operations - - - - - - 199 7 4 2
Net cumulative effect of
accounting changes - - - (34) - - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Net income (loss) 136 213 6 (45) 47 65 267 168 160 132
- ------------------------------------------------------------------------------------------------------------------------------------
Balance Sheet
Total assets 3,377 3,138 3,215 1,995 2,128 2,150 2,188 1,915 1,712 1,405
Long-term debt
and capital lease obligations 638 523 460 207 213 319 337 378 391 217
Common stockholders' equity 1,610 1,544 1,599 1,000 1,073 1,056 1,064 873 823 705
- ------------------------------------------------------------------------------------------------------------------------------------
Per share of Common Stock
Continuing operations 1.40 2.05 .07 (.14) .61 .85 .87 2.00 1.91 1.60
Discontinued operations - - - - - - 2.52 .08 .05 .03
Net cumulative effect of
accounting changes - - - (.43) - - - - - -
Net income (loss) 1.40 2.05 .07 (.57) .61 .85 3.39 2.08 1.96 1.63
Dividends .56 .56 .56 .56 .56 .54 .50 .46 .40 .33
Common stockholders'
equity (end of year) 16.50 15.71 14.96 12.54 13.70 13.68 13.63 11.02 10.04 8.59
- ------------------------------------------------------------------------------------------------------------------------------------
Shares Outstanding (end of year)
Class A and Class B Common 97.6 98.2 106.9 79.7 78.4 77.2 78.1 79.2 82.0 82.0
- ------------------------------------------------------------------------------------------------------------------------------------
Market Price (end of year) 29.62 22.12 26.25 26.37 23.62 20.62 26.37 26.87 31.00 35.50
- ------------------------------------------------------------------------------------------------------------------------------------
1995 - Results included: a net pre-tax gain of $11.3 million ($.05 per share)
from the sales of small regional newspapers; $10.1 million pre-tax charge ($.06
per share) for work force reductions.
1994 - Results included: a net pre-tax gain of $200.9 million ($.99 per share)
from the sales of the Women's Magazines Division and U.K. golf publications
and the disposition of Gaspesia.
1993 - Results included: a pre-tax $3.7 million ($.02 per share) rate
adjustments due to a severe snowstorm; $4.4 million ($.05 per share) of
additional tax expense for remeasurement of deferred tax balances due to the
enactment of the Tax Act; $1.2 million ($.02 per share) of additional tax
expense due to the Tax Act which increased the federal corporate income tax
rate; a $2.6 million pre-tax gain ($.02 per share) on the sale of assets; $35.4
million of pre-tax charges ($.23 per share) for staff reductions at The Times;
an after-tax noncash charge of $47.0 million ($.56 per share) against equity in
operations to write down the Company's investment in Gaspesia to its net
realizable value.
1992 - Results included: $53.8 million pre-tax loss ($.47 per share) on the
closing of The Gwinnett (Ga.) Daily News; a $3.1 million pre-tax gain ($.02 per
share) from the sales of assets; a $28.0 million pre-tax charge ($.20 per share)
for voluntary union staff reductions at The Times; $21.4 million pre-tax ($.15
per share) for labor disruptions and training and start-up costs at Edison. Net
cumulative effect of accounting changes reflects the 1992 adoption of the change
in methods of accounting for income taxes, postretirement benefits other than
pensions and postemployment benefits.
1991 - Results included: a $20.0 million pre-tax charge ($.15 per share) for
voluntary union staff reductions at The Times; the reversal of a provision for
income taxes of $10.0 million ($.13 per share) for a favorable tax settlement.
1989 - Results included: an after-tax gain of $193.3 million ($2.46 per share)
from the sale of the Company's cable television operations, of which the gain
and results of operations through the 1989 sale date are included as
discontinued operations; a $30.0 million pre-tax charge ($.22 per share) for
voluntary union staff reductions at The Times; an after-tax charge of $27.2
million ($.35 per share) for a valuation reserve against the Company's
investment in the Forest Products Group.
1986 - Results included: an interest charge of $8.5 million ($.05 per share)
which relates to a court decision arising from the Company's 1981 acquisition of
two cable television systems.
F-29
[X]0473
[x] Please mark your votes as in this example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is given, this proxy will be voted FOR the election of
Class A directors and FOR proposals 2 and 3.proposal 2.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR proposals 1 2 and 3.2.
- -------------------------------------------------------------------------------
1. Election of Class FOR WITHHELD
A Directors [ ] [ ]
(see reverse)
For, except vote withheld from the following nominee(s)
____________________________________________________________
2. Approval of Amended 1991 Executive Stock Incentive Plan
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Ratification of selection of Deloitte & Touche LLP
as auditors
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------
For Withheld For Against Abstain
1. Election of [ ] [ ] 2. Ratification of selection [ ] [ ] [ ]
Class A Directors of Deloitte & Touche LLP
(see reverse) as auditors
For, except vote withheld from the following nominee(s)
- -------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
This proxy is solicited on behalf of the
Board of Directors for the Annual Meeting
on AprilMay 16, 1996.1997.
Your signature on the proxy is your
acknowledgment of receipt of the Notice of
Meeting and Proxy Statement, both dated
March 12, 1996.April 7, 1997.
The signer hereby revokes all proxies
heretofore given by the signer to vote at
said meeting or at any adjournmentsadjournment
thereof.
Change of
address on [ ]
Reverse Side
SIGNATURE(S) DATE
--------------------------------- ---------------------
NOTE:Signature(s) Date
---------------------------------------- ------------------------
Note: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If signing as a corporation, please give full
corporate name by authorized officer.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
THE NEW YORK TIMES COMPANY CLASS B
Proxy Solicited on Behalf of the Board of Directors of
the Company for Annual Meeting on May 16, 1997
P
R
O
X The undersigned hereby constitutes and appoints Arthur Ochs Sulzberger,
Y Laura J.Corwin and Solomon B. Watson IV, and each of them, as proxies with
full power of substitution in each, to represent the undersigned at the Annual
Meeting of Stockholders of THE NEW YORK TIMES COMPANY to be held at 9:00 A.M.,
local time, at WTKR-TV, 720 Boush Street, Norfolk, Virginia 23510, on Friday,
May 16, 1997, or at any adjournments thereof, and to vote on all matters
coming before said meeting including the proposals indicated on the reverse
side hereof.
Election of Class B Directors. Nominees:
Change of Address
John F. Akers, Richard L. Gelb, Ruth S.
Holmberg, Russell T. Lewis, George B. ------------------------------
Munroe, George L. Shinn, Arthur Ochs ------------------------------
Sulzberger, Arthur Ochs Sulzberger, Jr., ------------------------------
Judith P. Sulzberger ------------------------------
(If you have written in the
above space, please mark the
corresponding box on the
reverse side of this card)
You are encouraged to specify your choices by marking the appropriate boxes-SEE
REVERSE SIDE-but you need not mark any boxes if you wish to vote in accordance
with the Board of Director's recommendations. Your shares cannot be voted
unless you sign and return this card.
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
2553
[x] Please mark your votes as in this example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is given, this proxy will be voted FOR the election of
Class B directors and FOR proposal 2.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR proposals 1 and 2.
- --------------------------------------------------------------------------------
For Withheld For Against Abstain
1. Election of [ ] [ ] 2. Ratification of selection [ ] [ ] [ ]
Class B Directors of Deloitte & Touche LLP
(see reverse) as auditors
For, except vote withheld from the following nominee(s)
- -------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
This proxy is solicited on behalf of the
Board of Directors for the Annual
Meeting on May 16, 1997.
Your signature on the proxy is your
acknowledgment of receipt of the Notice
of Meeting and Proxy Statement, both
dated April 7, 1997.
The signer hereby revokes all proxies
heretofore given by the signer to vote
at said meeting or at any adjournment
thereof.
Change of address [ ]
on Reverse Side
Signature(s) Date
----------------------------------------------- -----------------
Note: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If signing as a corporation, please give full
corporate name by authorized officer.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
CLASS A
[LOGO] THE NEW YORK TIMES COMPANY
Proxy Solicited on Behalf of the Board of Directors of
the Company for Annual Meeting on April 16, 1996
The undersigned hereby constitutes and appoints Arthur Ochs Sulzberger,
Laura J. Corwin and Solomon B. Watson IV, and each of them, as proxies
P with full power of substitution in each, to represent the undersigned at
R the Annual Meeting of Stockholders of THE NEW YORK TIMES COMPANY to be held
O at 9:30 A.M., local time, at Town Hall, 123 West 43rd Street, New York, New
X York 10036, on Tuesday, April 16, 1996, or at any adjournments thereof, and
Y to vote on all matters coming before said meeting including the proposals
indicated on the reverse side hereof.
Election of Class A Directors. Nominees:
Louis V. Gerstner, Jr., A. Leon Higginbotham, Jr., Robert A. Lawrence,
Charles H. Price II,
Donald M. Stewart
Change of Address
--------------------------------
--------------------------------
--------------------------------
--------------------------------
(If you have written in the above space, please mark the corresponding box
on the reverse side of this card)
You are encouraged to specify your choices by marking the appropriate
boxes--SEE REVERSE SIDE--but you need not mark any boxes if you wish to vote
in accordance with the Board of Directors' recommendations. Your shares
cannot be voted unless you sign and return this card.
--------------
SEE REVERSE
SIDE
--------------
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
[X] Please mark your
votes as in this
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is given, this proxy will be voted FOR the
election of Class B directors and FOR proposals 2 and 3.
- -------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR proposals 1, 2 and 3.
- -------------------------------------------------------------------------------
1. Election of Class FOR WITHHELD
B Directors [ ] [ ]
(see reverse)
For, except vote withheld from the following nominee(s)
____________________________________________________________
2. Approval of Amended 1991 Executive Stock Incentive Plan
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Ratification of selection of Deloitte & Touche LLP
as auditors
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- -------------------------------------------------------------------------------
This proxy is solicited on behalf of the Board of Directors for the Annual
Meeting on April 16, 1996.
Your signature on the proxy is your acknowledgment of receipt of the Notice
of Meeting and Proxy Statement, both dated March 12, 1996.
The signer hereby revokes all proxies heretofore given by the signer to
vote at said meeting or at any adjournments thereof.
Change of
address on [ ]
Reverse Side
SIGNATURE(S) DATE
---------------------------------- ----------------------
NOTE: Please sign as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If signing as a corporation,
please give full corporate name by authorized officer.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
CLASS B
[LOGO] THE NEW YORK TIMES COMPANY
Proxy Solicited on Behalf of the Board of Directors of
the Company for Annual Meeting on April 16, 1996
The undersigned hereby constitutes and appoints Arthur Ochs Sulzberger,
Laura J. Corwin and Solomon B. Watson IV, and each of them, as proxies
P with full power of substitution in each, to represent the undersigned at
R the Annual Meeting of Stockholders of THE NEW YORK TIMES COMPANY to be held
O at 9:30 A.M., local time, at Town Hall, 123 West 43rd Street, New York, New
X York 10036, on Tuesday, April 16, 1996, or at any adjournments thereof, and
Y to vote on all matters coming before said meeting including the proposals
indicated on the reverse side hereof.
Election of Class B Directors. Nominees:
John F. Akers, Richard L. Gelb, Marian S. Heiskell, Ruth S. Holmberg,
George B. Munroe, George L. Shinn, Arthur Ochs Sulzberger, Judith P.
Sulzberger, William O. Taylor, Cyrus R. Vance
Change of Address
-------------------------------
-------------------------------
-------------------------------
-------------------------------
(If you have written in the above space, please mark the corresponding box
on the reverse side of this card)
You are encouraged to specify your choices by marking the appropriate
boxes--SEE REVERSE SIDE--but you need not mark any boxes if you wish to vote
in accordance with the Board of Directors' recommendations. Your shares
cannot be voted unless you sign and return this card.
---------------
SEE REVERSE
SIDE
---------------
- -------------------------------------------------------------------------------
[FRONT]
SECRETARY'S OFFICE
NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES
- --------------------------------------------
BUSINESS REPLY MAIL IF MAILED
FIRST CLASS MAIL PERMIT NO 289 NEW YORK NY
IN THE
UNITED STATES- --------------------------------------------
POSTAGE WILL BE PAID BY ADDRESSEE
THE NEW YORK TIMES COMPANY
229 WEST 43RD43D STREET
NEW YORK NY 10109 - 0225
[REVERSE]
Please return this card ONLY
IF YOU PLAN TO ATTEND. / / I plan to attend the Meeting*
only if you plan to attend.
- --------------------------Meeting.*
THE NEW YORK TIMES COMPANY
ANNUAL MEETING OF STOCKHOLDERS Please type or print clearly.
ANNUAL MEETING OF STOCKHOLDERS
9:3000 A.M., TUESDAY, APRILFRIDAY, MAY 16, 1996
---------------------------------------1997
WTKR-TV
720 BOUSH STRET _________________________________
NORFOLK, VIRGINIA 23510 Name of Stockholder
TOWN HALL
123 WEST 43RD STREET ---------------------------------------
NEW YORK, NEW YORK 10036[NYT LOGO] _________________________________
Street Address
---------------------------------------_________________________________
City State Zip
*To facilitatefaciliate counting,
please forward
[LOGO] your proxy
to the Transfer Agent
even if you are planning
to attend. You can always
revoke it at the meeting
if you wish.
THE NEW YORK TIMES COMPANY
1991 EXECUTIVE STOCK INCENTIVE PLAN
1. NAME AND GENERAL PURPOSE
The name of this plan is The New York Times Company 1991 Executive Stock
Incentive Plan (hereinafter called the "Plan"). The purpose of the Plan is to
enable the Company (as hereinafter defined) to retain and attract executives who
enhance its tradition and contribute to its success by their ability, ingenuity
and industry, and to enable them to participate in the long-term success and
growth of the Company.
2. DEFINITIONS
(a) "Awards"--has the meaning specified in Section 12 hereof.
(b) "Board"--means the Board of Directors of the Company.
(c) "Cash Plan"--means the Company's 1991 Executive Cash Bonus Plan.
(d) "Code"--means the Internal Revenue Code of 1986, as amended.
(e) "Committee"--means the Committee referred to in Section 3 of the Plan.
If at any time no Committee shall be in office then the functions of the
Committee specified in the Plan shall be exercised by those members of the Board
who are Disinterested Persons.
(f) "Common Stock"--means shares of the Class A Common Stock of the Company.
(g) "Company"--means The New York Times Company, a corporation organized
under the laws of the State of New York (or any successor corporation), and its
subsidiaries (as hereinafter defined) and other non-corporate entities in which
it owns directly or indirectly 40% or more of the equity interests. A
"subsidiary" means any corporation in which the Company possesses directly or
indirectly 50% or more of the combined voting power of all classes of stock.
(h) "Consolidated Statement of Income"--means the consolidated statement of
income (or any comparable statement, however designated) of the Company, audited
by the independent certified public accountants of the Company and contained in
the Company's annual report to stockholders or proxy statement.
(i) "Disability"--means total disability as defined under the Company's long
term disability plan, whether or not the Participant is covered by such plan, as
determined by the Committee.
(j) "Disinterested Person"--means any Director of the Company who at the
time of acting is a "disinterested person" under Rule 16b-3 or any successor
rule ("Rule 16b-3") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(k) "Equity in Operations of Forest Products Group"--means the amount
designated as Equity in Operations of the Forest Products Group for the
applicable year and shown separately in the Consolidated Statement of Income for
such year.
(l) "Fair Market Value"--means the arithmetic mean of the highest and lowest
sales prices of the Common Stock as reported in the Consolidated Transactions of
the American Stock Exchange ("AMSE") (or such other national securities exchange
on which the Common Stock may be listed at the time of determination, and if the
Common Stock is listed on more than one exchange, then on the one located in New
York or if the Common Stock is listed only on the National Association of
Securities Dealers Automated Quotations System ("NASDAQ"), then on such system)
on the date of the grant or other date on which the Common Stock is to be valued
hereunder. If no sale shall have been made on the AMSE, such other exchange or
the NASDAQ on such date or if the Common Stock is not then listed on any
exchange or on the NASDAQ, Fair Market Value shall be determined by the
Committee in accordance with Treasury Regulations applicable to incentive stock
options.
(m) "Participant"--means a key employee of the Company who is selected by
the Committee to participate in any one or more parts of the Plan from among
persons who in the judgment of the Committee are key employees of the Company.
In general, key employees are those employees who have principal responsibility
for, or who contribute substantially to, the management efficiency, editorial
achievement or financial success of the Company.
(n) "Pre-Tax Income"--means income before income taxes and Equity in
Operations of Forest Products Group, as shown in the Consolidated Statement of
Income for the applicable year, but before the amount of any provision for
Awards under the Plan and awards under the Cash Plan for such year.
(o) "Retirement"--means retirement as defined by the terms of "The New York
Times Companies Pension Plan" which became effective December 31, 1988, or any
successor retirement plan, whether or not the Participant is a member of such
retirement plan, and, in the case of employees of Affiliated Publications, Inc.,
or any subsidiary thereof, who are not subject to the reporting requirements of
Section 16 of the Exchange Act with respect to Common Stock and who retire under
the terms of the Globe Newspaper Company Retirement Plan, which became effective
January 1, 1994 (the "Globe Pension Plan") or any successor retirement plan,
"Retirement" shall also mean retirement as defined by the terms of the Globe
Pension Plan or any successor plan.
3. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board or the Committee appointed by it
and composed of two or more directors all of whom shall be Disinterested
Persons. The membership of the Committee shall be constituted so as to comply at
all times with the applicable requirements of Rule 16b-3, and with the
administration requirements of Section 162(m)(4)(C) of the Code. The Committee
shall serve at the pleasure of the Board and shall have such powers as the Board
may from time to time confer upon it.
4. OPTIONS AND AWARDS UNDER THE PLAN
Options, which include "Non-Qualified Options" and "Incentive Stock Options"
or combinations thereof, are rights to purchase Common Stock of the Company.
Non-Qualified Options and Incentive Stock Options are subject to the terms,
conditions and restrictions provided in Part I of the Plan.
Awards under the Plan may include one or more of the following types, either
alone or in any combination thereof: (i) "Stock Awards," (ii) "Restricted Stock
Awards," (iii) "Retirement Unit Awards," (iv) "Annual Performance Awards," (v)
"Performance Awards" or "Other Awards."
Stock Awards are granted under Part IIA of the Plan. Restricted Stock Awards
are granted under Part IIB of the Plan. Retirement Unit Awards are granted under
Part IIC of the Plan. Annual Performance Awards are granted under Part IID of
the Plan. Performance Awards or Other Awards are granted under Part IIE of the
Plan. Awards are subject to the terms, conditions and restrictions provided in
the respective subparts of Part II of the Plan. Annual Performance Awards will
be based exclusively on the criteria set forth in Section 27A.
PART I STOCK OPTIONS
5. PURPOSE
The purpose of the Stock Option portion of the Plan is to provide an added
incentive for effective service and high levels of performance to participating
key employees of the Company by affording them an opportunity, under the terms
of the Plan, to acquire Common Stock and thereby to increase their proprietary
interest in the continued progress and success of the Company.
2
6. DETERMINATION OF OPTIONEES; SHARES SUBJECT TO OPTIONS
(a) The Committee may grant options to purchase Common Stock ("Options") to
key employees of the Company in such amounts as the Committee may determine,
subject to the conditions and limitations set forth in the Plan. Options may be
granted in combination with Awards made under the Plan, and Options may be
granted to any Participant whether or not he or she was eligible for, or
received, an Award.
(b) The number of shares of Common Stock with respect to which Options may
be granted to any key employee during any calendar year shall not exceed 200,000
(subject to adjustment as provided in Sections 28 and 29 hereof).
(c) There may be issued under the Plan pursuant to the exercise of Options,
an aggregate of not more than 20,000,000 shares of Common Stock, subject to
adjustment as provided in Sections 28 and 29 hereof. Shares of Common Stock
issued pursuant to Options may be either authorized but unissued shares,
treasury shares, reacquired shares, or any combination thereof. Any shares
subject to an Option which expires without being exercised shall be available
for issuance under new Options.
7. OPTION PRICE
The exercise price of Common Stock subject to Options granted pursuant to
the Plan shall be the Fair Market Value thereof at the time the Option is
granted. If a Participant owns or is deemed to be the owner of, by reason of the
attribution rules under Section 425(d) of the Code, more than 10% of the
combined voting power of all classes of the stock of the Company or any
subsidiary of the Company and an Option granted to such Participant is intended
to qualify as an Incentive Stock Option within the meaning of Section 422 of the
Code, the option price shall be no less than 110% of the Fair Market Value of
the Common Stock on the date the Option is granted.
8. PAYMENT OF OPTION PRICE
The purchase price is to be paid in full when the Option is exercised and
stock certificates will be delivered only against such payment. Such purchase
price may be paid in such form as the Committee may determine. Payment of the
option price may be made (i) in cash, (ii) by delivering a properly executed
exercise notice to the Company together with a copy of irrevocable instructions
to a broker to deliver promptly to the Company the amount of sale or loan
proceeds to pay the purchase price, (iii) by delivering to the Company shares of
Common Stock previously owned, (iv) by electing to have the Company retain
Common Stock which would be otherwise issued on exercise of the Option, or (v)
any combination of the foregoing forms, all subject to the approval of the
Committee and to such rules as the Committee may adopt. In determining the
number of shares of Common Stock necessary to be delivered to or retained by the
Company, such Common Stock shall be valued at Fair Market Value.
9. TYPES OF STOCK OPTIONS
(a) Options granted under the Plan may be two types, an incentive stock
option ("Incentive Stock Option") and a non-qualified stock option
("Non-Qualified Option"). It is intended that Incentive Stock Options granted
hereunder shall constitute incentive stock options within the meaning of Section
422 of the Code. Anything in the Plan to the contrary notwithstanding, (i) no
provision of this Plan relating to Incentive Stock Options shall be interpreted,
amended or altered, nor shall any discretion or authority granted under the Plan
be so exercised, so as to disqualify either the Plan or any Incentive Stock
Option granted under such provisions of the Code, and (ii) no Option designated
by the Committee as a Non-Qualified Option shall constitute an Incentive Stock
Option. In furtherance of the foregoing and not by way of limitation, no
Incentive Stock Option shall be granted to a Participant who is not an employee
of The New York Times Company or one of its subsidiaries.
3
(b) If the aggregate Fair Market Value of the Common Stock (determined as of
the date of grant) for which any optionee may for the first time exercise
Incentive Stock Options in any calendar year under the Plan and any other stock
option plan of the Company, considered in the aggregate, exceeds $100,000, such
excess Incentive Stock Options will be treated as Non-Qualified Options.
10. TERMS OF STOCK OPTIONS
(a) Each Option will be for a term of not more than ten years from the date
of grant, except that if a Participant owns or is deemed to be the owner of, by
reason of the attribution rules of Section 425(d) of the Code, more than 10% of
the combined voting power of all classes of stock of the Company or any
subsidiary of the Company and an Incentive Stock Option is granted to such
Participant, the term of such Option shall be no more than five years from the
date of grant.
(b) An Option may not be exercised within one year after the date of grant
except in the case of the death of the optionee or upon termination of active
employment with the Company by reason of the Disability or Retirement of the
optionee during such period (but subject to the provisions of Section 18 hereof
with respect to any optionee subject to the reporting requirements of Section 16
of the Exchange Act). Thereafter, an Option shall be exercisable in such
installments, if any, as the Committee may specify, and shall be exercisable
during the optionee's lifetime only by the optionee (or, if the optionee is
disabled, by any guardian or other legal representative appointed to represent
him or her) and, except as provided in subsections (c) and (d) below, shall not
be exercisable by the optionee unless at the time of exercise such optionee is
an employee of the Company.
(c) Upon termination of active employment with the Company by reason of
Disability or Retirement, an optionee (or, if the optionee is disabled, any
guardian or legal representative appointed to represent him or her) may exercise
all Options otherwise exercisable by him or her at the time of such termination
of employment (subject to the provisions of subsection (e) below) until the
expiration thereof. In the event an optionee dies while employed by the Company
or after termination of employment by reason of Disability or Retirement, the
person who acquired the right to exercise his or her Options by reason of the
death of the optionee, as provided in Section 30 hereof, may exercise such
Options otherwise exercisable at the time of death (subject to the provisions of
subsection (e) below) at any time until the expiration thereof.
(d) Upon termination of employment with the Company for any reason other
than death, Retirement or Disability, the optionee may exercise all Options
otherwise exercisable by him or her at the time of such termination of
employment for an additional one year after such termination of employment. In
the event such optionee dies within such one-year period, the person who
acquired the right to exercise his or her Options by reason of the death of the
optionee, as provided in Section 30 hereof, may exercise such Options at any
time within the period of the greater of (i) the remainder of the one-year
period described in the foregoing sentence, or (ii) three months from the date
of the optionee's death. For purposes of this Section 10(d), in the event that
any optionee, who is not subject to the reporting requirements of Section 16 of
the Exchange Act with respect to Common Stock, is rehired by the Company within
one year of such optionee's termination of employment with the Company, such
optionee shall be deemed not to have terminated employment for purposes of
determining the expiration date of all unexpired non-qualified stock options
held by such individual on the date of rehire, with the effect that such options
shall continue to be exercisable at any time until the expiration thereof
(subject to the terms thereof and the provisions of this Section 10).
(e) Notwithstanding any of the foregoing, no Option shall be exercisable in
whole or in part after the expiration date provided in the Option. In the event
of the death of the optionee while employed by the Company, or the Disability or
Retirement of the optionee, the Committee shall have the discretion to provide
for the acceleration of the exercisability of Options exercisable over a period
of time, or alternatively, to provide for all or any part of such Options to
continue to become exercisable in such installments as originally specified by
the Committee, or such revised installments as specified by the
4
Committee at the time of termination of employment (but in no event beyond the
original expiration date), in either case subject to such conditions as
determined by the Committee in its discretion (but in all cases subject to the
provisions of Section 18 hereof with respect to any optionee subject to the
reporting requirements of Section 16 of the Exchange Act). No Option shall be
transferable otherwise than by will or by the laws of descent and distribution.
11. OPTION AGREEMENTS
In consideration of any Options granted to a Participant under the Plan,
such Participant shall enter into an Option Agreement with the Company
providing, in addition to such other terms as the Committee may deem advisable,
that the optionee must remain in the employ of the Company for one year before
such optionee will be entitled to exercise the Option, except as provided in
Section 10 hereof with respect to death, Disability and Retirement, and
specifying the installments, if any, in which such Option shall become
exercisable.
PART II AWARDS
12. FORM OF AWARDS
The Award portion of the Plan is designed to provide incentives for key
employees of the Company by the making of awards of supplemental compensation
("Awards"). The Committee, subject to the terms and conditions hereof, may make
Awards to a Participant in any one, or in any combination, of the following
forms:
(a) Common Stock as provided in Part IIA of the Plan ("Stock Awards");
(b) Restricted Stock as provided in Part IIB of the Plan ("Restricted
Stock Awards");
(c) Retirement Units as provided in Part IIC of the Plan ("Retirement
Unit Awards");
(d) Annual Performance Awards as provided in Part IID of the Plan
("Annual Performance Awards"); and
(e) Performance Awards ("Performance Awards") or other forms of Awards
("Other Awards"), as provided in Part IIE of the Plan.
Awards may be made to a Participant whether or not he or she is receiving an
Option grant under Part I of the Plan for the year and whether or not he or she
receives an award under the Cash Plan.
Awards will be based on a Participant's performance in those areas for which
the Participant is directly responsible. Performance for this purpose may be
measured by the achievement of specific management goals such as, but not
limited to, an increase in earnings or the operating cash flow of the Company,
outstanding initiative or achievement in any department of the Company, or any
other standards specified by the Committee. Annual Performance Awards will be
based exclusively on the criteria set forth in Section 27A.
13. MAXIMUM AMOUNT AVAILABLE FOR THE ACCRUAL OF AWARDS UNDER PART II OF THE PLAN
FOR ANY YEAR
(a) No accrual for Awards shall be made hereunder (or under the Cash Plan)
for any year unless cash dividends of not less than ten cents ($.10) per share
(subject to adjustment as provided in Sections 28 and 29 hereof) have been
declared on the outstanding Class A and Class B Common Stock of the Company
during such year.
(b) In the event that the above condition is met for any year during the
continuance of this Plan, the maximum aggregate amount that may be accrued for
Awards under the Plan and the Cash Plan for such year shall be 4% of the sum of:
(1) Pre-Tax Income plus (2) Equity in Operations of Forest Products Group. The
Committee, in its sole discretion, may make adjustments in Pre-Tax Income and
5
Equity in Operations of Forest Products Group to take account of extraordinary,
unusual or infrequently occurring events and transactions, changes in accounting
principles that substantially affect the foregoing, or such other circumstances
as the Committee may determine warrant such adjustment.
(c) As soon as feasible after the close of each year, the independent
certified public accountants of the Company shall report the maximum amount that
may be accrued for Awards for such year under the formula described in Section
13(b), subject to the second sentence of such Section.
(d) If amounts are accrued in any year under the formula described in this
Section 13 and are not awarded in full in such year under the Plan and the Cash
Plan, such unawarded amounts may, in the discretion of the Committee, be carried
forward and be available for Awards under the Plan and under the Cash Plan in
any future year without regard to the provisions of Sections 13(a) or (b) of the
Plan applicable to Awards made in such year.
(e) Awards under the Plan for any year may not exceed the sum of (i) the
amount accrued for such year under Section 13(b) above plus (ii) unawarded
accrued amounts carried forward from previous years under Section 13(d) above
plus (iii) amounts that may become available for Awards pursuant to the last
sentence of Sections 15(c) and 27A hereof, minus (x) the amount of interest or
dividend equivalents set aside during such year pursuant to Sections 15(c) and
27A hereof and the amount of dividend equivalents allocated to Retirement Unit
Accounts during such year pursuant to Section 24 hereof, and minus (y) the
amount of awards made for such year under the Cash Plan (and any interest
equivalents allocated during such year pursuant to Section 10(b), 11(f) and
12(b) thereof). For this purpose, the amount of Awards of Common Stock under the
Plan shall be based on the Fair Market Value of the Common Stock subject to
Awards as of the date of grant of such Awards.
(f) Subject to Sections 28 and 29 hereof, the aggregate number of shares of
Common Stock for which Stock, Restricted Stock, Retirement Units, Annual
Performance Awards, and Performance and Other Awards may be made under the Plan
shall not exceed 1,000,000 shares, which shall be treasury shares reserved for
issuance of Awards under the Plan. Shares of Common Stock subject to, but not
issued under, any deferred Award which has been discontinued by the Committee
pursuant to the provisions hereof or any Restricted Stock which is forfeited by
any Participant shall again be available for Awards under the Plan.
14. DETERMINATION OF AWARDS AND PARTICIPANTS
(a) As promptly as practicable after the end of each year, the Committee may
make Awards (other than Annual Performance Awards, which are to be made
exclusively as set forth in Section 27A) for such year and determine the amounts
to be carried forward for Awards in future years. The Committee may also, in its
discretion, make Awards (other than Annual Performance Awards, which are to be
made exclusively as set forth in Section 27A) prior to the end of the year based
on the amounts available under clauses (ii) and (iii) of Section 13(e) and
reasonable estimates of the accrual for the year in question.
(b) The Committee shall have absolute discretion to determine the key
employees who are to receive Awards (other than Annual Performance Awards, which
are to be made exclusively as set forth in Section 27A) under the Plan for any
year and to determine the amount of such Awards based on such criteria and
factors as the Committee in its sole discretion may determine, such as the
Company's operating cash flow and overall financial performance. Recommendations
as to the key employees who are to receive Awards (including Annual Performance
Awards) under the Plan for any year and as to the amount and form of such Awards
shall, however, be made to the Committee by the chief executive officer of the
Company. The fact that an employee is selected as eligible for an Award shall
not mean, however, that such employee will necessarily receive an Award.
(c) A person whose employment terminates during the year or who is granted a
leave of absence during the year may, in the discretion of the Committee and
under such rules as the Committee may
6
from time to time prescribe, be given an Award with respect to the period of
such person's service during such year.
15. METHOD AND TIME OF PAYMENT OF AWARDS
(a) Awards shall be paid in full as soon as practicable after the Award is
made; provided, however, that the payment of Annual Performance Awards shall be
subject to the provisions of Section 27A, and further provided that the payment
of any or all Awards may be deferred, divided into annual installments, or made
subject to such other conditions as the Committee in its sole discretion may
authorize under such rules and regulations as may be adopted from time to time
by the Committee.
(b) The Committee's rules and regulations may include procedures by which a
Participant expresses a preference to the Committee as to the form of Award or
method of payment of an Award but the final determination as to the form and the
terms and conditions of any Award shall rest solely with the Committee.
(c) Awards deferred under the Plan shall become payable to the Participant
or, in the event of the Participant's death, as specified in Section 30 hereof,
in such manner, at such time or times (which may be either before or after
Retirement or other termination of service), and subject to such conditions as
the Committee in its sole discretion shall determine. In any year the Committee
shall have the discretion to set aside, for payment in such year or any future
year, interest on any deferred Award payable partly in cash, and amounts
equivalent to dividends on any deferred Award payable wholly or partly in stock;
provided, however, that the total amount of such interest and dividend
equivalents shall be deducted from the maximum amount available for Awards under
Section 13(e) of the Plan. Any forfeited deferred Awards (including any
forfeited stock at its Award value) shall be carried forward and be available
for Awards in any future year without regard to the provisions of Sections 13(a)
or (b) of the Plan.
16. INDIVIDUAL AGREEMENTS
(a) The Committee may in its discretion require that each Participant
receiving an Award enter into an agreement with the Company which shall contain
such terms and conditions as the Committee in its discretion may require.
(b) The Committee may cancel any unexpired, unpaid or deferred Award at any
time if the Participant is not in compliance with all applicable provisions of
the agreement referred to above, if any, and the Plan.
17. STATUS OF PARTICIPANTS
No Participant in this Plan shall be deemed to be a stockholder of the
Company, or to have any interest in any stock or any specific assets of the
Company by reason of the fact that deferred Stock Awards, Retirement Unit
Awards, Annual Performance Awards, Performance Awards, Other Awards or dollar
credits are to be recorded as being held for such Participant's account to be
paid in installments in the future. The interest of all Participants shall
derive from and be determined solely by the terms and provisions of the Plan set
forth herein.
18. DISPOSITION OF STOCK RECEIVED UNDER AN AWARD; SECTION 16(B)
In the case of any Participant subject to the reporting requirements of
Section 16 of the Exchange Act, no shares of Common Stock received pursuant to
any Award under the Plan or upon the exercise of any "derivative security" (as
defined in the rules promulgated under Section 16 of the Exchange Act) received
under the Plan may be sold, assigned, pledged or otherwise transferred for the
period of time after the date of such Award or receipt of such derivative
security as is specified in Rule 16b-3.
7
PART IIA STOCK AWARDS
19. DETERMINATION OF STOCK AWARDS
(a) Each year the Committee shall designate those key employees of the
Company who shall receive Stock Awards under this part of the Plan. Stock Awards
are made in the form of grants of Common Stock, which may be delivered
immediately, in installments or on a deferred date, as the Committee, in its
discretion, may provide.
(b) If the Committee determines that some portion of a Stock Award to a
Participant shall be treated as a deferred Stock Award and payable in annual or
other periodic installments, then the Participant will be notified in writing
when such deferred Stock Awards shall be paid and over what period of time. As
soon as feasible after the granting of such a Stock Award, there shall be
reserved out of the treasury shares of the Company, a number (which may include
a fraction) of shares of Common Stock equal to the number of shares of Common
Stock so awarded. In each year at the discretion of the Committee there may also
be allocated or credited to each Participant a dollar amount equal to the cash
dividends declared and paid by the Company on its Common Stock which the
Participant would have received had such Participant been the owner of the
number of shares of any Common Stock deferred for future payment. Any amounts
provided for pursuant to the preceding sentence shall become payable in such
manner, at such time or times, and subject to such conditions (which may include
provision for an amount equivalent to interest on such dividend equivalents at
rates fixed by the Committee) as the Committee in its sole discretion shall
determine; provided, however, that the total value of such dividend equivalents
(and any interest thereon) shall be deducted from the amount available for
Awards under the provisions of Section 13(e) of the Plan. The Committee in its
discretion may make appropriate equitable adjustments to such deferred Stock
Award to account for any dividends of property (other than cash) declared and
paid by the Company on its Common Stock, or to account for any other event
described in Sections 28 and 29 hereof.
PART IIB RESTRICTED STOCK AWARDS
20. DETERMINATION OF RESTRICTED STOCK AWARDS
Each year the Committee shall designate the key employees of the Company who
shall receive Restricted Stock Awards. Shares awarded under this part of the
Plan, while subject to the restrictions hereinafter set forth, are referred to
as "Restricted Stock".
21. TERMS OF RESTRICTED STOCK AWARDS
Any Award of Restricted Stock shall be subject to the following terms and
conditions and to any other terms and conditions not inconsistent with the Plan
as shall be prescribed by the Committee in its sole discretion and which may be
contained in the agreement, if any, referred to in Section 16 above (or in any
amendment thereto):
(a) Delivery of Restricted Stock. Unless otherwise determined by the
Committee, the Company shall transfer treasury shares to each Participant to
whom an Award of Restricted Stock has been made equal to the number of
shares of Restricted Stock specified in the Award, and hold the certificates
representing such shares of Restricted Stock for the Participant for the
period of time during which such shares shall remain subject to the
restrictions set forth in the Award (the "Restricted Period"). Shares of
Restricted Stock may not be sold, assigned, transferred, pledged,
hypothecated or otherwise encumbered by a Participant during the Restricted
Period, except as hereinafter provided. Except for the restrictions set
forth herein and unless otherwise determined by the Committee, a Participant
shall have all the rights of a stockholder with respect to the shares of
Restricted Stock comprising his or her Award, including, but not limited to,
the right to vote and the right to receive dividends (which if in shares of
Common Stock shall be Restricted Stock under the same terms and conditions).
8
(b) Lapse of Restricted Period. The Restricted Period shall commence
upon the date of the Award (which unless otherwise specified by the
Committee shall be the date the Restricted Stock is transferred to the
Participant) and, unless sooner terminated as otherwise provided herein,
shall continue for such period of time as specified by the Committee in the
Award, which shall in no event be less than one year, and thereafter shall
lapse in such installments, if any, as provided by the Committee in the
Award.
(c) Legend. Each certificate issued in respect of shares of Restricted
Stock transferred or issued to a Participant under an Award shall be
registered in the name of the Participant and shall bear the following (or a
similar) legend:
"THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE
SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THE NEW YORK
TIMES COMPANY 1991 EXECUTIVE STOCK INCENTIVE PLAN (THE "PLAN")
APPLICABLE TO RESTRICTED STOCK AND TO THE RESTRICTED STOCK
AGREEMENT DATED (THE "AGREEMENT"), AND MAY NOT BE
SOLD, PLEDGED, TRANSFERRED, ASSIGNED, HYPOTHECATED, OR OTHERWISE
DISPOSED OF OR ENCUMBERED IN ANY MANNER DURING THE RESTRICTED
PERIOD SPECIFIED IN SUCH AGREEMENT. COPIES OF SUCH PLAN AND
AGREEMENT ARE ON FILE WITH THE SECRETARY OF THE COMPANY."
(d) Death or Disability. Unless the Committee shall otherwise determine
in the Award (and subject to Section 18 hereof), if a Participant ceases to
be employed by the Company by reason of death or Disability, the Restricted
Period covering all shares of Restricted Stock transferred or issued to such
Participant under the Plan shall immediately lapse.
(e) Retirement. Unless the Committee shall otherwise determine in the
Award (and subject to the provisions of Section 18 hereof), the Restricted
Period covering all shares of Restricted Stock transferred to a Participant
under the Plan shall immediately lapse upon such Participant's Retirement,
whether early or not.
(f) Termination of Employment. Unless the Committee shall otherwise
determine in the Award or otherwise determine at or after the date of grant,
if a Participant ceases to be employed by the Company other than due to a
condition described in Sections 21(d) or (e) above, all shares of Restricted
Stock owned by such Participant for which the Restricted Period has not
lapsed shall revert back to the Company upon such termination. Authorized
leave of absence or absence in military service shall constitute employment
for the purposes of this Section 21(f). Whether absence in government
service may constitute employment for the purposes of the Plan shall be
conclusively determined by the Committee.
(g) Waiver of Forfeiture Provisions. The Committee, in its sole and
absolute discretion (but subject to the provisions of Section 18 hereof),
may waive the forfeiture provisions in respect of all or some of the
Restricted Stock awarded to a Participant.
(h) Issuance of New Certificates. Upon the lapse of the Restricted
Period with respect to any shares of Restricted Stock, such shares shall no
longer be subject to the restrictions imposed in the Award and shall no
longer be considered Restricted Stock for the purposes of the Award and the
Plan, and the Company shall issue new share certificates respecting such
shares registered in the name of the Participant without the legend
described in Section 21(c) in exchange for those previously issued.
9
PART IIC RETIREMENT UNIT AWARDS
22. DETERMINATION OF RETIREMENT UNIT AWARDS
Each year the Committee shall designate those key employees of the Company
who shall receive Retirement Unit Awards under the Plan. The Company shall
create and maintain appropriate records of account for each Participant which
shall be designated as the Participant's Retirement Unit Account.
23. CREDITS TO RETIREMENT UNIT ACCOUNTS
The Committee shall allocate to each Participant selected to receive a
Retirement Unit Award for that year such dollar amount as the Committee shall
determine, taking into account the value of the Participant's services to the
Company. Such dollar amount shall thereupon be converted into Retirement Units
or fractions of Units and credited to each such Participant's Retirement Unit
Account in a number equal to the quotient obtained by dividing such allocated
dollar amount by the Fair Market Value of one share of Common Stock as of the
date the allocation is made.
24. DIVIDEND CREDITS
At the discretion of the Committee there may also be allocated in each year
to each Participant a dollar amount equal to the cash dividends declared and
paid by the Company on the Common Stock which the Participant would have
received had such Participant been the owner of the number of shares of Common
Stock equal to the number of the whole Retirement Units (but not fractional
Units) credited to the Participant's Retirement Unit Account; provided, however,
that the total value of such dividend equivalents shall be deducted from the
amount available for Awards under Section 13 of the Plan. The dollar amounts
allocated shall be converted into and credited to the Participant's Retirement
Unit Accounts as Retirement Units or fractions thereof as set forth in Section
23 above as of the date on which such dividends were paid by the Company. No
interest shall be paid on the dollar amount so allocated to the Retirement Unit
Account of any Participant. The Committee in its discretion may make appropriate
equitable adjustments to such Retirement Unit Accounts to account for any
dividends of property (other than cash) declared and paid by the Company on its
Common Stock, or to account for any other event described in Sections 28 and 29
hereof.
25. RESERVATION OF STOCK AND ACCOUNTING RECORDS
The Company shall keep records of the Participant's Retirement Unit
Accounts. At the time of any allocation to a Participant's account under
Sections 23 or 24 hereof, there shall be reserved out of treasury shares of the
Company a number (which may include a fraction) of shares of Common Stock equal
to the number of Units or fraction thereof so allocated.
26. MATURITY AND PAYMENT AFTER MATURITY
(a) The Retirement Unit Account of each Participant shall mature upon such
Participant's death, Retirement or other termination of employment.
(b) After maturity, the Company shall deliver to the Participant (or in the
event of the death of the Participant, as specified in Section 30 hereof) in ten
approximately equal annual installments, shares of Common Stock equal in the
aggregate to the number of Retirement Units credited to the Participant's
Retirement Unit Account. Any fraction of a Unit credited to the Participant's
account at maturity shall be paid in cash with the first installment, the
fractional Unit being converted into cash at the Fair Market Value of the Common
Stock on such first payment date. The first such installment shall be paid
within 90 days after maturity. However, the Committee in its discretion at or
any time after maturity may, with the consent of the Participant (or the
beneficiary of a deceased Participant as specified in Section 30 hereof), (i)
defer the commencement of such distribution or defer any installment, (ii)
deliver full payment of the shares of Common Stock equal to the aggregate number
of Retirement Units credited to the Participant's Retirement Unit Account and
the dollar amount credited
10
thereto, or (iii) reduce or increase the number of annual installments in which
the payments are to be made.
(c) So long as Retirement Units remain credited to the Retirement Unit
Account of a Participant subsequent to maturity, such account shall be credited
with the dollar amount allocated to the account as dividends as provided for in
Section 24 hereof. Any dollar amount so credited may be paid in cash with the
next succeeding annual installment made under Section 26(b) above, or in such
manner, at such time or times, and subject to such conditions as the Committee
in its sole discretion shall determine; provided, however, that in the case of
any dollar amount credited to an account after maturity in respect of a dividend
declared prior to maturity, such dollar amounts shall be converted to Retirement
Units as of the date of payment and the remaining installments of Common Stock
shall be increased accordingly.
PART IID ANNUAL PERFORMANCE AWARDS
27A. DETERMINATION OF ANNUAL PERFORMANCE AWARDS
(a) General. Each year the Committee may make Annual Performance Awards
under this part of the Plan; provided that no Participant may be eligible to
receive an Annual Performance Award hereunder and under the Cash Plan in the
same year,
(b) Certain Definitions. For the purposes of this Section 27A, the following
terms shall have the meanings specified:
"Affected Officers" shall mean those executive officers of the Company
whose compensation is required to be disclosed in the Company's annual proxy
statement relating to the election of directors.
"Code Section 162(m)" shall mean Section 162(m) of the Code (or any
successor provision), and "Regulations" shall mean the regulations
promulgated thereunder, as from time to time in effect.
"Eligible Participants" shall have the meaning set forth in subsection
(c) below.
"Performance Adjustment" means, for any year, a factor ranging from 0%
to 200%, based upon the achievement of Performance Goal Targets established
by the Committee, that, when multiplied by an Eligible Participant's Target
Award, determines the amount of such Eligible Participant's Annual
Performance Award for such year.
"Performance Goal" means, for any year, the business criteria selected
by the Committee to measure the performance during such year of the Company
(or of a division, subsidiary or group thereof) from one or more of the
following:
(i) earnings per share of the Company for the year;
(ii) net income of the Company for the year;
(iii) return on assets of the Company for the year (net income of the
Company for the year divided by average total assets during such year);
(iv) return on stockholders' equity of the Company for the year (net
income of the Company for the year divided by average stockholders'
equity during such year); and
(v) operating profit of the Company or of a division, subsidiary or
group thereof for the year.
11
"Performance Goal Target" means, for any Performance Goal, the levels of
performance during a year under such Performance Goal established by the
Committee to determine the Performance Adjustment to an Eligible
Participant's Target Award for such year.
"Target Award" means, for any year, with respect to an Eligible
Participant, the dollar amount set by the Committee that, when multiplied by
the applicable Performance Adjustment, determines the dollar amount of such
Eligible Participant's Annual Performance Award.
(c) Eligibility. Annual Performance Awards are available each year only to
Plan Participants who are designated by the Committee, prior to March 31 of such
year (or prior to such later date as permitted by Code Section 162(m) and the
Regulations), as likely to be Affected Officers for such year, whose annual
salary and bonus for such year are expected to exceed $1,000,000 and who are not
designated by the Committee as eligible for an annual performance award under
the Cash Plan for such year ("Eligible Participants").
(d) Determination of Annual Performance Awards. Prior to March 31 of each
year (or prior to such later date as permitted by Code Section 162(m) and the
Regulations), the Committee will determine the Eligible Participants for such
year, will designate those Eligible Participants who will be entitled to earn an
Annual Performance Award for such year under this Plan, and will establish for
each such Eligible Participant for such year: (i) a Target Award, (ii) one or
more Performance Goals, and (iii) for each such Performance Goal, a Performance
Goal Target, the method by which achievement thereof will be measured and a
schedule of Performance Adjustment factors corresponding to varying levels of
Performance Goal Target achievement. In the event more than one Performance Goal
is established for any Eligible Participant, the Committee shall at the same
time establish the weighting of each such Performance Goal in determining such
Eligible Participant's Annual Performance Award. Notwithstanding anything in
this Section 27A to the contrary, the Annual Performance Award payable to any
Eligible Participant in any year may not exceed $1.5 million.
(e) Payment of Annual Performance Awards. Subject to subsection (f) below,
Annual Performance Awards will be paid as soon as practicable after the end of
the year to which it relates and after the Committee certifies the extent to
which the Performance Goal Target or Targets under the Performance Goal or Goals
have been met or exceeded. In the discretion of the Committee, an Annual
Performance Award may be paid in cash, shares of Common Stock, shares of
Restricted Stock (subject to the provisions of Section 21 hereof), Retirement
Units (subject to the provisions of Sections 23-26 hereof) or any combination
thereof. For this purpose, shares of Common Stock shall be valued at Fair Market
Value, and Restricted Stock and Retirement Units shall be deemed to have a value
equal to the Fair Market Value of the underlying Common Stock, in each case as
of the date of the Committee's determination to pay such Annual Performance
Award in such form or forms. If permitted by the Regulations and Code Section
162(m), the Committee may determine to pay a portion of an Annual Performance
Award in December of the year to which it relates. The Committee may not
increase the amount of an Annual Performance Award that would otherwise be
payable upon achievement of the Performance Target or Targets, but it may reduce
any Eligible Participant's Annual Performance Award in its discretion. Subject
to Section 14(c) above, no Annual Performance Award will be payable to any
Eligible Participant who is not an employee of the Company on the last day of
the year to which such Annual Performance Award relates.
(f) Deferral of Annual Performance Awards. If the Committee determines that
some portion of an Annual Performance Award to an Eligible Participant shall be
treated as a deferred Annual Performance Award and be payable in annual or other
periodic installments, the Eligible Participant will be notified in writing when
such deferred Annual Performance Award shall be paid and over what period of
time. A deferred Award in the form of shares of Common Stock shall be subject to
the provisions of Section 19 (b) hereof. In the case of a deferred Award in the
form of cash, in each year the Committee shall have the discretion to provide
for the payment of an amount equivalent to interest, at such rate or rates fixed
by the Committee, on such deferred cash Annual Performance Award. Any amounts
12
provided for pursuant to the preceding sentence shall become payable in such a
manner, at such time or times, and subject to such conditions as the Committee
shall in its sole discretion determine; provided, however, that the total amount
of such interest shall be deducted from the maximum amount available for Awards
under the formula described in Section 13 of the Plan.
(g) Code Section 162(m). It is the intent of the Company that Annual
Performance Awards satisfy, and this Section 27A be interpreted in a manner that
satisfies, the applicable requirements of Code Section 162(m) and the
Regulations so that the Company's tax deduction for Annual Performance Awards to
Affected Officers is not disallowed in whole or in part by operation of Code
Section 162(m). If any provision of this Plan or of any Annual Performance Award
would otherwise frustrate or conflict with such intent, that provision shall be
interpreted and deemed amended so as to avoid such conflict. To the extent of
any irreconcilable conflict with such intent, such provision shall be deemed
void as applicable to Eligible Participants.
PART IIE PERFORMANCE OR OTHER AWARDS
27. DETERMINATION OF PERFORMANCE AND OTHER AWARDS
(a) Each year the Committee in its sole discretion may authorize other forms
of Awards such as, but not limited to, Performance Awards, if the Committee
deems it appropriate to do so in order to further the purposes of the Plan.
(b) A "Performance Award" shall mean an Award which entitles the Participant
to receive Common Stock, Restricted Stock, Retirement Units, Options under Part
I of the Plan or other compensation (which may include cash), or any combination
thereof, in an amount which depends upon the financial performance of the
Company during a stated period of more than one year. Performance for this
purpose may be measured by the growth in book value of the Common Stock, an
increase in per share earnings of the Company, an increase in operating cash
flow, or any other indicators specified by the Committee. The Committee shall
also fix the period during which such performance is to be measured, the value
of a Performance Award for purposes of providing for the accrual pursuant to
Section 13 of the Plan and the form of payment to be made in respect of the
Performance Award.
PART III GENERAL PROVISIONS
28. STOCK DIVIDEND OR STOCK SPLIT
If at any time the Company shall take any action whether by stock dividend,
stock split, combination of shares, or otherwise, which results in a
proportionate increase or decrease in the number of shares of Common Stock
theretofore issued and outstanding, (i) the number of shares of Common Stock
then subject to deferred Awards, credited to Retirement Unit Accounts (matured
or unmatured) or set aside for Performance or Other Awards, (ii) the number of
outstanding Options, the number of shares of Common Stock for which such Options
are exercisable and the exercise price thereof, (iii) the number of shares of
Common Stock reserved for Awards, (iv) the number of shares of Common Stock
reserved for Options, and (v) the maximum number of shares with respect to which
Options may be granted to any key employee in any calendar year under Section
6(b), shall be increased or decreased in the same proportion. The Committee
shall make an appropriate equitable adjustment to the provisions of Section
13(a) to take account of such increase or decrease in issued and outstanding
shares. The Committee in its discretion may make appropriate equitable
adjustments respecting deferred Stock Awards, Retirement Units, Annual
Performance Awards, Performance or Other Awards and outstanding Options to take
account of a dividend by the Company of property other than cash. All such
adjustments shall be made by the Committee whose determination shall be
conclusive and binding upon all Participants and any person claiming under or
through any Participant.
13
29. RECLASSIFICATION OR MERGER
If at any time the Company reclassifies or otherwise changes its issued and
outstanding Common Stock (other than in par value) or the Company and one or
more corporations merge and the Company is the surviving corporation of such
merger, then each Stock Award, Retirement Unit (matured or unmatured), Annual
Performance Award, Performance or Other Award which at the time of such
reclassification or merger is credited as a Stock Award, Retirement Unit, Annual
Performance Award, Performance or Other Award shall thereafter be deemed to be
the equivalent of (and all Units thereafter credited to a Retirement Unit
Account shall be computed with reference to), and outstanding Options shall be
exercisable for, the shares of stock or other securities of the Company which
pursuant to the terms of such reclassification or merger are issued with respect
to each share of Common Stock. The Committee shall also make an appropriate
equitable adjustment to the provisions of Sections 6(b) and 13(a) to take
account of such event. All such adjustments shall be made by the Committee whose
determination shall be conclusive and binding upon all Participants and any
person claiming under or through any Participant.
30. NON-ALIENATION OF BENEFITS
Except as herein specifically provided, no right or unpaid benefit under
this Plan shall be subject to alienation, assignment, pledge or charge and any
attempt to alienate, assign, pledge or charge the same shall be void. If any
Participant or person entitled to the benefits hereunder should attempt to
alienate, assign, pledge or charge any benefit hereunder, then such benefit
shall, in the discretion of the Committee, cease. Notwithstanding the foregoing,
rights and benefits hereunder shall pass by will or the laws of descent and
distribution in the following order: (i) to beneficiaries so designated by the
Participant; if none, then (ii) to a legal representative of the Participant; if
none, then (iii) to the persons entitled thereto as determined by a court of
competent jurisdiction. Awards so passing shall be made at such times and in
such manner as if the Participant were living.
31. WITHHOLDING OR DEDUCTION FOR TAXES
If at any time specified herein for the making of any payment or delivery of
any Common Stock to any Participant or beneficiary, any law or regulation of any
governmental authority having jurisdiction in the premises shall require the
Company to withhold, or to make any deduction for, any taxes or take any other
action in connection with the payment or delivery then to be made, such payment
or delivery shall be deferred until such withholding or deduction shall have
been provided for by the Participant or beneficiary, or other appropriate action
shall have been taken. Subject to the provisions of Rule 16b-3 and the consent
of the Committee for persons subject to Section 16 of the Exchange Act, the
Participant or beneficiary may satisfy the obligation for such withholding or
deduction in whole or in part by electing to deliver shares of Common Stock
already owned or to have the Company retain from the distribution shares of
Common Stock, in each case having a Fair Market Value equal to the amount to be
withheld or deducted.
32. ADMINISTRATION EXPENSES
The entire expense of administering this Plan shall be borne by the Company.
33. GENERAL CONDITIONS
(a) The Board in its discretion may from time to time amend, suspend or
terminate any or all of the provisions of this Plan, provided that no change may
be made which would prevent Incentive Stock Options granted under the Plan from
being Incentive Stock Options as described therein without the consent of the
optionees concerned, and further provided that the Board may not make any
amendment which (1) changes the class of persons eligible for Incentive Stock
Options, or (2) increases the total number of shares for which Options may be
granted under Section 6(b), or (3) materially affects the
14
provisions of Sections 13(a) or (b) of the Plan, or (4) increases the total
number of shares authorized under Section 13(f) for which Awards may be granted,
without the consent and approval of the holders of a majority of the outstanding
shares of Class A and Class B Common Stock of the Company entitled to vote
thereon, voting together as one class. The foregoing provisions shall not be
construed to prevent the Committee from exercising its discretion, or to limit
such discretion, to increase the total number of shares for which Options may be
granted under Section 6(b) or the total number of shares authorized under
Section 13(f) for which Awards may be granted, as expressly permitted by
Sections 28 and 29 hereof, or to adjust the provisions of Sections 13(a) and (b)
hereof as expressly permitted by Sections 13(b), 28 and 29 hereof, or otherwise
to exercise any discretion to the extent expressly authorized hereunder.
(b) Nothing contained in the Plan shall prohibit the Company from
establishing incentive compensation arrangements in addition to this Plan and
the Cash Plan. Payments made under any such separate arrangements shall not be
included in or considered a part of the maximum dollar amount available for
Awards under the Plan and Cash Plan, or number of shares available for Awards or
Options under the Plan, and shall not be charged against the dollar or share
amounts available for Awards under the Plan and Cash Plan or Options under the
Plan. In the discretion of the Committee, employees shall be eligible to
participate in such other arrangements, as well as the Plan and Cash Plan, in
the same year.
(c) Nothing in this Plan shall be deemed to limit in any way the right of
the Company to terminate a Participant's employment with the Company at any
time.
(d) The Committee may promulgate rules and regulations relating to the
administration and interpretation of, and procedures under, the Plan. Any
decision or action taken by the Company, the Board or the Committee arising out
of or in connection with the construction, administration, interpretation and
effect of the Plan shall be conclusive and binding upon all Participants and any
person claiming under or through any Participant.
(e) No member of the Board or of the Committee shall be liable for any act
or action, whether of commission or omission, taken by any other member or by
any officer, agent or employee, nor for anything done or omitted to be done by
such Director except in circumstances involving actual bad faith.
(f) Notwithstanding any other provision of this Plan, the Company shall not
be obligated to make any Award, issue any shares of Common Stock, or grant any
Option with respect thereto, unless it is advised by counsel of its selection
that it may do so without violation of the applicable Federal and State laws
pertaining to the issuance of securities, and may require any stock so issued to
bear a legend, may give its transfer agent instructions, and may take such other
steps, as in its judgment are reasonably required to prevent any such violation.
(g) It is the intent of the Company that the Plan comply in all respects
with Rule 16b-3, that any ambiguities or inconsistencies in construction of the
Plan be interpreted to give effect to such intention and that if any provision
of the Plan is found not to be in compliance with Rule 16b-3, such provision
shall be deemed null and void to the extent required to permit the Plan to
comply with Rule 16b-3. The Board may adopt rules and regulations under, and
amend, the Plan in furtherance of the intent of the foregoing.
34. TRANSITION
Upon the effectiveness of this Plan, as provided below, and the Cash Plan,
such plans replaced the Company's Executive Incentive Compensation Plan
("EICP"), except that the EICP shall continue to govern options and awards of
restricted stock outstanding under the EICP. No further awards will be made
under the EICP, and all amounts accrued for awards under the EICP and unawarded
were carried forward and made available for Awards under the Plan and awards
under the Cash Plan. All
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unmatured and matured but undistributed retirement units and all performance
awards respecting current performance cycles awarded under the EICP became
Retirement Units and Performance Awards hereunder and any payments or
distributions in respect thereof shall be made hereunder; provided, however,
that the number of shares of Common Stock available for Awards pursuant to
Section 13(f) hereof shall not be reduced by the number of such retirement units
previously awarded under the EICP and paid subsequently under the Plan.
35. EFFECTIVE DATES
The Plan became effective for periods beginning after January 1, 1991 upon
approval by the holders of a majority of the outstanding shares of Class A and
Class B Common Stock of the Company entitled to vote thereon at the 1991 Annual
Meeting of Stockholders, in person or by proxy, voting together as a single
class. No Options may be granted or Awards made under the Plan after December
31, 2000, or such earlier expiration date as may be designated by resolution of
the Board.
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