-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AhieToaUbQSMEI1Ovm0Hys8GFgTWzKx3zCgLbiF+yVPDh7rSf46tS62FErXheXcS T41xT2/ocr6Kg/FZ2cDweA== 0000893220-02-000813.txt : 20020626 0000893220-02-000813.hdr.sgml : 20020626 20020626080155 ACCESSION NUMBER: 0000893220-02-000813 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011229 FILED AS OF DATE: 20020626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: YORK INTERNATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000842662 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 133473472 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10863 FILM NUMBER: 02687006 BUSINESS ADDRESS: STREET 1: 631 S RICHLAND AVE CITY: YORK STATE: PA ZIP: 17403 BUSINESS PHONE: 7177717890 MAIL ADDRESS: STREET 1: 631 SOUTH RICHLAND AVENUE CITY: YORK STATE: PA ZIP: 17403 FORMER COMPANY: FORMER CONFORMED NAME: YORK HOLDINGS CORP DATE OF NAME CHANGE: 19910930 11-K 1 w61778be11vk.txt FORM 11-K YORK INTERNATIONAL CORP., BRISTOL COMP. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 29, 2001 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from __________ to ______________ COMMISSION FILE NO. 1-10863 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: BRISTOL COMPRESSORS THRIFT AND RETIREMENT PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: YORK INTERNATIONAL CORPORATION 631 South Richland Avenue York, Pennsylvania 17403 INDEX
Item Page - ---- ---- Signature.................................................................. 2 Financial Statements and Supplemental Schedule............................. 3 Exhibit Index.............................................................. 14 Exhibit.................................................................... 15
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Pension and Investment Committee has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. BRISTOL COMPRESSORS THRIFT AND RETIREMENT PLAN Date: June 21, 2002 By: /s/ Jane G. Davis ----------------------------- ------------------------------------ Jane G. Davis Member, Pension and Investment Committee 2 BRISTOL COMPRESSORS THRIFT AND RETIREMENT PLAN Financial Statements and Supplemental Schedule December 29, 2001 and 2000 3 INDEPENDENT AUDITORS' REPORT Pension and Investment Committee Bristol Compressors Thrift and Retirement Plan: We have audited the accompanying statements of net assets available for benefits of the Bristol Compressors Thrift and Retirement Plan as of December 29, 2001 and 2000, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Bristol Compressors Thrift and Retirement Plan as of December 29, 2001 and 2000, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule, Schedule H, Line 4i - Schedule of Assets (Held at End of Year), is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP KPMG LLP Harrisburg, Pennsylvania June 14, 2002 4 BRISTOL COMPRESSORS THRIFT AND RETIREMENT PLAN Statements of Net Assets Available for Benefits December 29, 2001 and 2000
ASSETS 2001 2000 ------------ ---------- Investments: Mutual funds, at fair value $ 24,795,813 38,376,651 Managed Income Portfolio II Fund, at fair value 15,638,409 -- Participant notes receivable, at cost 2,945,743 2,882,232 ------------ ---------- Total investments 43,379,965 41,258,883 ------------ ---------- Receivables: Employer's contribution 226,751 259,420 Participants' contributions 178,211 209,537 Interest 19,645 19,726 ------------ ---------- Total receivables 424,607 488,683 ------------ ---------- Total assets 43,804,572 41,747,566 LIABILITIES Participants' refunds due 45,151 -- Accrued expenses -- 8,000 ------------ ---------- Net assets available for benefits $ 43,759,421 41,739,566 ============ ==========
See accompanying notes to financial statements. 5 BRISTOL COMPRESSORS THRIFT AND RETIREMENT PLAN Statements of Changes in Net Assets Available for Benefits Years ended December 29, 2001 and 2000
ADDITIONS 2001 2000 ------------ ---------- Additions to net assets attributed to: Investment income: Net depreciation in fair value of investments $ (2,911,494) (3,932,587) Interest and dividends 1,785,425 3,058,357 Contributions: Employer's 2,244,180 2,522,789 Participants' 2,623,581 2,745,726 ------------ ---------- Net additions 3,741,692 4,394,285 ------------ ---------- DEDUCTIONS Deductions from net assets attributed to: Benefits paid to participants 1,699,850 1,454,884 Administrative expenses 21,987 35,989 ------------ ---------- Total deductions 1,721,837 1,490,873 ------------ ---------- Net increase 2,019,855 2,903,412 Net assets available for benefits: Beginning of year 41,739,566 38,836,154 ------------ ---------- End of year $ 43,759,421 41,739,566 ============ ==========
See accompanying notes to financial statements. 6 BRISTOL COMPRESSORS THRIFT AND RETIREMENT PLAN Notes to Financial Statements December 29, 2001 and 2000 (1) PLAN DESCRIPTION The following description of the Bristol Compressors Thrift and Retirement Plan (Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. (a) GENERAL The Plan, amended and restated effective October 1, 1997, covers the eligible employees of Bristol Compressors, Inc. and certain of its affiliated entities (Company). It is a contributory savings plan whereby an employee becomes eligible for participation in the Plan when he or she has attained the age of 18 and completed at least 1,000 hours of service. The Plan assets are held by Fidelity Management Trust Company (Fidelity), as trustee (Trustee). The Plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). The Company is wholly-owned by York International Corporation, the Plan Sponsor. (b) CONTRIBUTIONS Each participant that elects to participate in the savings portion of the Plan, shall contribute after-tax savings contributions equal to one to ten percent of his or her eligible compensation to the Plan or pretax elective deferral amounts equal to one to sixteen percent of his or her eligible compensation to the Plan, not to exceed sixteen percent when combined. The Company shall contribute on behalf of each participant an amount equal to ten percent of the first five percent of the participant's contributions. The Company shall also contribute a profit sharing contribution to the Plan in amounts equal to 3.2 percent to 4.0 percent of compensation, as defined and limited in the Plan, to participants who have completed a year of service and are employed on the last day of the Plan year. (c) INVESTMENT OPTIONS Upon enrollment in the Plan, a participant may direct employee contributions in 10 percent increments in any of sixteen investment options. The "Managed Income Portfolio II Fund" is a commingled pool which seeks to maintain a stable dollar unit price by investing in fixed-income instruments maintained at book value through the purchase of "wrap agreements" from financial institutions. During 2001, funds previously invested in the Fixed Income Fund were transferred to the Managed Income Portfolio II Fund. The "Puritan Fund" is a mutual fund which seeks to obtain income and capital growth by investing in a broadly diversified portfolio of high-yielding securities, including common stocks, preferred stocks, and bonds. The "Magellan Fund" is a mutual fund which seeks capital appreciation by investing primarily in common stock, and securities convertible into common stock, of U.S., multinational, and foreign companies of all sizes that offer potential for growth. The "Equity Income Fund" is a growth and income mutual fund which seeks reasonable income with the potential for capital appreciation. The fund tries to achieve a yield that exceeds the composite yield of the S&P 500. It also considers the potential for capital appreciation when (Continued) 7 BRISTOL COMPRESSORS THRIFT AND RETIREMENT PLAN Notes to Financial Statements December 29, 2001 and 2000 selecting investments. It invests primarily in income-producing equity securities (common and preferred stocks) but can also invest in bonds and convertible securities. The "Growth & Income Fund" is a mutual fund which seeks high total return through a combination of current income and capital appreciation. It invests in securities of companies that pay current dividends and offer potential growth of earnings, such as common stocks, securities convertible into common stocks, preferred stocks and fixed-income securities. The "OTC Portfolio Fund" is a growth mutual fund. It seeks capital appreciation by investing primarily in securities traded on the over-the-counter (OTC) market. Securities in which the Portfolio Fund may invest include common stocks, preferred stocks, securities convertible into common stocks and debt securities. Companies whose securities trade on the OTC market generally are smaller or newer companies than those on the New York and American Stock Exchanges. The "Overseas Fund" is an international growth fund. It seeks long-term capital growth primarily through investments in foreign securities. These investments may include common stock and securities convertible into common stock, as well as debt instruments. Normally, at least 65% of the fund's total assets will be invested in foreign securities. The "Freedom Income Fund" is an asset allocation fund designed for investors who want a simple approach to investing for retirement by investing in a collection of other Fidelity mutual funds. It seeks high current income and, as a secondary objective, some capital appreciation for those already in retirement. The "Freedom 2000 Fund" is an asset allocation fund designed for investors who want a simple approach to investing for retirement by investing in a collection of other Fidelity mutual funds. It seeks high total returns for those planning to retire around the year 2000. The "Freedom 2010 Fund" is an asset allocation fund designed for investors who want a simple approach to investing for retirement by investing in a collection of other Fidelity mutual funds. It seeks high total returns for those planning to retire around the year 2010. The "Freedom 2020 Fund" is an asset allocation fund designed for investors who want a simple approach to investing for retirement by investing in a collection of other Fidelity mutual funds. It seeks high total returns for those planning to retire around the year 2020. The "Freedom 2030 Fund" is an asset allocation fund designed for investors who want a simple approach to investing for retirement by investing in a collection of other Fidelity mutual funds. It seeks high total returns for those planning to retire around the year 2030. The "Freedom 2040 Fund" is an asset allocation fund designed for investors who want a simple approach to investing for retirement by investing in a collection of other Fidelity mutual funds. It seeks high total returns for those planning to retire around the year 2040. (Continued) 8 BRISTOL COMPRESSORS THRIFT AND RETIREMENT PLAN Notes to Financial Statements December 29, 2001 and 2000 The "Spartan U.S. Equity Index Fund" is a growth and income fund. It seeks investment results that try to duplicate the composition and total return of the S&P 500. The fund invests primarily in the 500 companies that make up the S&P 500 and in other securities that are based on the value of the Index. The "U.S. Bond Index Fund" is an income fund. It seeks investment results that try to duplicate the composition and total return of the Lehman Brothers Aggregate Bond Index. The Lehman Brothers Aggregate Bond Index is a market value weighted performance benchmark investment-grade, fixed-rate debt index, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of at least one year. The fund invests in investment grade (medium to high quality) securities or above with maturities of at least one year, including U.S. Treasury or government securities and corporate bonds, asset-backed and mortgage-backed securities and U.S. dollar-denominated foreign securities. The "York International Stock Fund" is an unmanaged non-diversified investment option consisting primarily of York International Corporation common stock, with a small portion of short-term money market instruments for liquidity. The liquidity is necessary to allow for daily transfers in and out of the fund. Also, participants do not receive shares of York International Corporation common stock for their investment; instead their balance is reported in units of participation. The fund's share price will vary in relation to the market price of York International Corporation common stock. Participants who choose to invest in the York International Stock Fund are subject to the following restrictions: - Limitation on new contributions - participants are only permitted to invest up to 20% of any new contributions to the Plan in the York International Stock Fund. - No rollover purchase - participants are not permitted to invest any portion of a rollover contribution in the York International Stock Fund. - No transfers from other funds into the York International Stock Fund - although participants are able to continue to make exchanges between other investment funds, participants are not permitted to transfer amounts that are invested in another investment fund into the York International Stock Fund. - Sales of York International Stock Fund must occur during a window period - although participants are permitted to sell any portion of their investment in the York International Stock Fund and invest the proceeds of that sale into another investment fund, any sale can only occur during a "window" period that is established by the Plan Sponsor. Throughout the year, participants are notified of upcoming window periods. Participants may change their investment options monthly. (Continued) 9 BRISTOL COMPRESSORS THRIFT AND RETIREMENT PLAN Notes to Financial Statements December 29, 2001 and 2000 (d) PARTICIPANT NOTES RECEIVABLE Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participants Notes Receivable fund. Loan terms range from 1-5 years or up to a reasonable amount of time for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear a fixed or variable rate of interest commensurate with the interest rates charged by persons in the business of lending money on a national basis for loans that would be made under similar circumstances. The interest rate for outstanding loans was nine percent at December 29, 2001. Principal and interest is paid ratably through quarterly payroll deductions. (e) PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contribution and, (b) Plan earnings, and charged with an allocation of administrative expenses paid by the Plan. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. (f) VESTING Participants are immediately vested in their contributions and their employer matching contributions plus actual earnings thereon. Vesting in the Company's profit sharing contribution account plus actual earnings thereon is based on years of service. A participant is 100 percent vested after seven years of credited service, as follows:
Years of Vested vesting service Percentage --------------- ---------- Less than 1 0% 1 10 2 20 3 30 4 40 5 60 6 80 7 100 ---
(g) PAYMENT OF BENEFITS On termination of service due to death, disability or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in his or her account, annual installments, or an annuity. For the York International Stock Fund, participants may elect to receive cash or shares of York International Corporation stock and cash, with cash representing the value of any fractional share. For termination of service due to other reasons, a participant may receive the value of the vested interest in his or her account. (Continued) 10 BRISTOL COMPRESSORS THRIFT AND RETIREMENT PLAN Notes to Financial Statements December 29, 2001 and 2000 (h) FORFEITURES At December 29, 2001 and 2000, forfeited nonvested accounts totaled $26,647 and $269,837, respectively. These accounts may be used to pay any expense payable for the plan year or to reduce future employer contributions. In 2001 and 2000, employer contributions were reduced by $344,720 and $0, respectively from forfeited nonvested accounts. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) BASIS OF ACCOUNTING The financial statements of the Plan are prepared on the accrual basis of accounting. (b) INVESTMENT VALUATION AND INCOME RECOGNITION All investment options, except for Participant Notes Receivable, are stated at fair value as reported by the Trustee. Participant Notes Receivable are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. (c) ADMINISTRATIVE EXPENSES Certain administrative expenses are paid by the Plan Sponsor. (d) USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. (e) PAYMENT OF BENEFITS Benefits are recorded when paid. (Continued) 11 BRISTOL COMPRESSORS THRIFT AND RETIREMENT PLAN Notes to Financial Statements December 29, 2001 and 2000 (3) INVESTMENTS The following table separately identifies those investments which represent five percent or more of the Plan's net assets.
2001 2000 ----------- ---------- Mutual Funds: Fixed Income Fund (1) $ -- 14,581,875 Magellan Fund 6,144,562 5,881,702 OTC Portfolio Fund 2,597,535 2,915,746 Freedom 2010 Fund 2,989,984 2,859,289 Freedom 2020 Fund 2,850,646 2,708,110 Freedom 2030 Fund 2,167,709 2,107,926 Other 8,045,377 7,322,003 Managed Income Portfolio II Fund (2) 15,638,409 -- Participant Notes Receivable 2,945,743 2,882,232 ----------- ---------- $43,379,965 41,258,883 =========== ==========
(1) Includes nonparticipant-directed unallocated forfeited nonvested accounts of $269,837 at December 29, 2000. (2) Includes nonparticipant-directed unallocated forfeited accounts of $26,647 at December 29, 2001. During 2001 and 2000, the Plan's investments in mutual funds (including gains and losses on investments bought and sold, as well as held during the period) depreciated in value by $2,911,494 and $3,932,587, respectively. (4) RELATED PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by the Trustee and therefore, these transactions qualify as party-in-interest. Fees paid by the Plan for investment management services amounted to $29,987 and $27,989 for the years ended December 29, 2001 and 2000, respectively. In addition, the Plan may invest in a fund containing common stock of the Plan Sponsor, York International Corporation, and therefore, these transactions qualify as party-in-interest transactions. (5) PLAN TERMINATION Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. (6) TAX STATUS OF THE PLAN The Internal Revenue Service has determined and informed the Plan Sponsor by a letter dated January 14, 1999, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is being operated in compliance with the applicable requirements of the IRC. 12 SCHEDULE 1 BRISTOL COMPRESSORS THRIFT AND RETIREMENT PLAN Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 29, 2001
CURRENT IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT VALUE ------------------ ------------------------- ----- York International Corporation York International Stock Fund $ 1,049 * Fidelity Investments Puritan Fund 1,255,990 * Fidelity Investments Magellan Fund 6,144,562 * Fidelity Investments Equity Income Fund 961,743 * Fidelity Investments Growth & Income Fund 1,642,061 * Fidelity Investments OTC Portfolio Fund 2,597,535 * Fidelity Investments Overseas Fund 438,183 * Fidelity Investments Freedom Income Fund 102,997 * Fidelity Investments Freedom 2000 Fund 1,298,851 * Fidelity Investments Freedom 2010 Fund 2,989,984 * Fidelity Investments Freedom 2020 Fund 2,850,646 * Fidelity Investments Freedom 2030 Fund 2,167,709 * Fidelity Investments Freedom 2040 Fund 8,988 * Fidelity Investments Spartan U.S. Equity Index Fund 1,589,198 * Fidelity Investments U.S. Bond Index Fund 746,317 * Fidelity Investments Managed Income Portfolio II Fund (1) 15,638,409 Participant Notes Receivable (interest of 9.0%) 2,945,743 ------------ $ 43,379,965 ============
* Party-in-Interest (1) Includes nonparticipant-directed amounts at cost and current value of $26,647. 13 EXHIBIT INDEX
EXHIBIT NO. DOCUMENT 23 Consent of Independent Auditors
14 EX-23 3 w61778bexv23.txt CONSENT OF INDEPENDENT AUDITORS Exhibit 23 CONSENT OF INDEPENDENT AUDITORS The Board of Directors York International Corporation: We consent to incorporation by reference in the registration statement (No. 33-73081) on Form S-8 of York International Corporation of our report dated June 14, 2002, relating to the statements of net assets available for benefits of the Bristol Compressors Thrift and Retirement Plan as of December 29, 2001 and 2000, the related statements of changes in net assets available for benefits for the years then ended and the related schedule as of December 29, 2001, which report appears in the 2001 Annual Report on Form 11-K of the Bristol Compressors Thrift and Retirement Plan. /s/ KPMG LLP KPMG LLP Harrisburg, Pennsylvania June 21, 2002 15 -----END PRIVACY-ENHANCED MESSAGE-----