UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
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[X] Annual Report pursuant to section 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended December 31, 2001.
or
[] Transitional Report pursuant to section 15(d) of the Securities Exchange
Act of 1934 for the transition period from _________ to __________.
1-5452
(Commission File Number)
ONEIDA SILVERSMITHS 401(K) SAVINGS PLAN
Full title of the plan and the address of
the plan, if different from that of the issuer named below
ONEIDA LTD.
163-181 Kenwood Avenue
Oneida, New York 13421
(315) 361-3636
Name of issuer of the securities held pursuant to
the plan and the address of its principal executive office:
ONEIDA SILVERSMITHS 401(k) SAVINGS PLAN
FINANCIAL STATEMENTS
December 31, 2001 and 2000
Index
Page
Report of Independent Accountants ................................................................... 3
Financial Statements:
Statements of Net Assets Available for Benefits,
as of December 31, 2001 and 2000 .............................................................. 4
Statements of Changes in Net Assets Available for Benefits,
for the Years Ended December 31, 2001 and 2000 ............................................... 5
Notes to Financial Statements .................................................................... 6-8
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes,
Schedule H, Item VI(i), as of December 31, 2001 * ............................................. 9-10
Signature Page....................................................................................... 11
Exhibits:
Exhibit 23 - Consent of Independent Accountants 12
* Refers to item number in Federal Form 5500.
2
Report of Independent Accountants
To the Trustees, Administrative Committee
and Participants of the Oneida Silversmiths
401(k) Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Oneida Silversmiths 401(k) Savings Plan (the "Plan") at December 31, 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. 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 of these
statements in accordance with auditing standards generally accepted in the
United States of America, which 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, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The 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.
April 23, 2002
3
Oneida Silversmiths 401(k) Savings Plan
Statements of Net Assets Available for Benefits
As of December 31, 2001 and 2000
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Assets 2001 2000
Investments, at fair value:
Mutual Funds $55,863,712 $59,985,247
Common Stock 156,164 330,851
Participant loans 2,161,303 2,352,292
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Total investments 58,181,179 62,668,390
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Net Assets Available for Benefits $58,181,179 $62,668,390
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The accompanying notes are an integral part of the financial statements.
4
Oneida Silversmiths 401(k) Savings Plan
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2001 and 2000
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2001 2000
Additions to net assets attributed to:
Investments:
Interest and dividends $ 1,570,307 $ 3,483,000
Net depreciation in fair value of investments (6,456,551) (6,405,447)
Contributions:
Participants 4,230,453 5,012,976
Employer - 181,338
Loan interest income 190,270 189,012
Transfers from other plan (Note 2) 1,436,535 -
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Total additions 971,014 2,460,879
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Deductions from net assets attributed to:
Distributions to participants 5,436,067 2,800,147
Administrative expenses 22,158 17,894
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Total deductions 5,458,225 2,818,041
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Net decrease (4,487,211) (357,162)
Net assets at beginning of year 62,668,390 63,025,552
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Net Assets at End of Year $58,181,179 $62,668,390
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The accompanying notes are an integral part of the financial statements.
5
Oneida Silversmiths 401(k) Savings Plan
Notes to Financial Statements
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1. Summary of Significant Accounting Policies
The financial statements for the Oneida Silversmiths 401(k) Savings
Plan (the "Plan") have been prepared on the accrual basis of
accounting. The accounting principles and practices which affect the
more significant elements of the financial statements are:
Investments - Investments are carried at fair value based upon quoted
market prices in active markets at year end. Income from investments is
recorded on an accrual basis. The Plan presents in the statement of
changes in net assets the net appreciation or depreciation in the fair
value of its investments which consists of the realized gains or losses
and the unrealized appreciation or depreciation on those investments.
Loans Receivable - Loans receivable from participants are carried at
cost which approximates fair value.
Contributions - Contributions from Oneida Ltd. (the "Company") to the
Plan are discretionary.
Administrative Costs - Various administrative costs, principally
administrator's fees, are paid by the Company. Investment expenses are
paid by the Plan.
Use of Estimates - The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States of America requires management to make significant estimates and
assumptions that affect the reported amounts of net assets available
for benefits and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
additions to and deductions from net assets during the reporting
period. Actual results could differ from those estimates.
Risks and Uncertainties - The Plan provides for various investment
options in any combination of mutual funds or the Company's common
stock. Investment securities are exposed to various risks, such as
interest rate, market and credit. Due to the level of risk associated
with certain investment securities and the level of uncertainty related
to changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term would
materially affect participants' account balances and the amounts
reported in the statement of net assets available for plan benefits and
the statement of changes in net assets available for plan benefits.
6
Oneida Silversmiths 401(k) Savings Plan
Notes to Financial Statements
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2. Description of the Plan
The Plan is a defined contribution plan principally comprised of
employee payroll withholdings, deferred bonuses and employer
contributions. All full-time employees of Oneida Silversmiths, Kenwood
Silver Company and Buffalo China, Inc. non-union employees are eligible
after six months service, while non-bargaining unit employees are
eligible after 1,000 hours of service within a calendar year or within
the first year of service. The Plan also has established criteria for
redistribution of forfeitures, normal, early and disability retirement,
death benefits and withdrawals of voluntary contributions under
approved financial hardship cases.
After 5 vesting years of service, participants are fully vested in any
employer contributions to their accounts, as well as earnings thereon.
A vesting year of service is any year in which the employee works 1,000
or more hours. Participants are always fully vested in their
contributions to the Plan and any earnings thereon. Forfeited employer
contributions are allocated to participants Employees' Stock Ownership
Plan ("ESOP") accounts according to that Plan's allocation methodology.
Voluntary participant contributions are allowed to a maximum of fifteen
percent (15%) of the participants' gross compensation for the plan year
on a pre-tax basis or the Internal Revenue Service permitted maximum
pre-tax contribution for the current year. The Plan allows participants
to hold no more than twenty-five percent (25%) of the participants
existing account balance in Oneida Ltd. Company Stock. Participants in
the Plan may allocate no more than twenty-five percent (25%) of payroll
contributions to the Oneida Ltd. Company Stock Fund.
The Plan allows participants to borrow amounts up to $50,000 from their
accounts. Participant loans are repayable over one to five years, or up
to 30 years if for a primary residence, and bear interest at prime plus
1%.
While the Company anticipates and believes that the Plan will continue,
the Company reserves the right to discontinue contributions or
terminate the Plan at any time. Upon termination, and after payment of
all expenses, the assets of the Plan will be distributed to
participants based upon amounts standing to their credit as of the date
of liquidation.
Plan assets include accounts of terminated employees who have elected
not to remain in the plan. These assets amounted to approximately
$421,000 at December 31, 2001.
During 2001, $1,436,535 was transferred from the former Delco
International, Ltd. Plan which was terminated subsequent to the
acquisition of Delco by Oneida.
3. Tax Status
The Internal Revenue Service has determined and informed the Company by
a letter dated September 19, 1995, 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
continues to qualify and to operate as designed.
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Oneida Silversmiths 401(k) Savings Plan
Notes to Financial Statements
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4. Investments
Investments are held within various mutual funds or the Company's
common stock as directed by the participants. While some funds maintain
constant net asset values, neither income nor principal is guaranteed
for any investments. Participants may make transfers between funds at
any time.
Participants may direct funds in any whole percent increment to the
investment vehicles offered by the Plan. The Plan offers 71 mutual
funds and the Company's common stock as investment options. The mutual
funds have varying investment objectives which include generating
capital appreciation on domestic and international common stocks,
interest income from corporate and government bonds and dividend
income.
Fidelity Investments Institutional Operations Company, Inc.
("Fidelity") is the trustee of the Plan. As trustee, Fidelity holds
the Plan's investment assets and executes investment transactions.
Investments representing 5% or more of the net assets available for
plan benefits at December 31, 2001 consist of the following:
Fair
Units Value
Fidelity Magellan 170,967 $ 17,818,163
Fidelity Managed Income Portfolio 7,526,179 7,526,179
Fidelity Spartan U.S. Equity Index 111,223 4,520,089
Fidelity Equity Income 220,533 10,755,401
Fidelity Retirement Government Money Market 3,244,087 3,244,087
Net depreciation in the fair value of investments for the year ended
December 31, 2001 consists of the following:
Mutual Funds $(6,380,116)
Oneida LTD. Common Stock (76,435)
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$(6,456,551)
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5. Transactions with Parties-in-Interest
As of December 31, 2001 and 2000, the Plan held certain securities
issued by the Company as follows:
<Caption>
December 31, 2001 December 31, 2000
----------------------- ------------------------
Number of Fair Number of Fair
Shares Value Shares Value
Oneida LTD. Common Stock 12,059 $156,164 17,826 $330,851
8
Oneida Silversmiths 401(k) Savings Plan
Schedule of Assets Held for Investment Purposes
Schedule H, Item VI(I) of Form 5500 as of December 31, 2001
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Share Market
Balance Price at Value at
Mutual Funds at 12/31/01 12/31/01 12/31/01
Fidelity Mutual Funds
Fidelity Cash Reserves 53,083 $ 1.00 $ 53,083
Retrmt Money Mkt Portfolio 203,210 $ 1.00 203,210
Capital & Income 3 $ 6.78 19
GNMA 7,733 $10.86 83,978
Gov't Securities Fund 5,876 $ 9.97 58,588
Institutional Short In Gov't Fund 4,285 $ 9.45 40,491
Investment Grade Bond Fund 17,528 $ 7.34 128,656
US Bond Index Fund 5,023 $ 10.80 54,248
Balanced Fund 4,075 $ 14.90 60,718
Convertible Securities 495 $ 19.90 9,853
Equity Income II 2,709 $ 21.03 56,961
Fidelity Fund 1,105 $ 28.88 31,919
Fidelity Asset Manager 1,876 $ 14.34 26,906
Freedom Income Fund 7,736 $ 10.93 84,549
Freedom 2000 Fund 24,489 $ 11.52 282,110
Freedom 2010 Fund 51,343 $ 12.61 647,431
Freedom 2020 Fund 48,815 $ 12.58 614,090
Growth & Income Portfolio 3,183 $ 37.38 118,987
Puritan Fund 5,280 $ 17.67 93,305
Real Estate Investment Fund 2,416 $ 18.52 44,752
Utilities Fund 671 $ 13.49 9,050
Blue Chip 10,613 $ 42.94 455,711
Capital Appreciation 3,137 $ 20.55 64,464
Contrafund 6,685 $ 42.77 285,902
Disciplined Equity 224 $ 22.10 4,953
Dividend Growth 14,659 $ 28.33 415,276
AGGR (Emerging) Growth 54,540 $ 19.02 1,037,342
Export & Multinational 1,668 $ 16.97 28,300
Fidelity Fifty 2,714 $ 16.12 43,743
Fidelity Asset Manager-Growth 2,660 $ 15.50 41,236
Fidelity 2030 Fund 19,425 $ 12.56 243,981
Growth Company 4,172 $ 53.22 222,027
Large Cap-Stock 893 $ 14.56 12,998
Low-Priced Stock 12,046 $ 27.42 330,312
Mid-Cap Stock 24,891 $ 22.57 561,789
OTC Portfolio 3,359 $ 31.17 104,699
Independence (Retirement Growth) 1,218 $ 15.77 19,210
Small-Cap Selector 6,030 $ 16.80 101,307
Stock Selector 263 $ 21.13 5,565
*Denotes party-in-interest
(continued)
9
Oneida Silversmiths 401(k) Savings Plan
Schedule of Assets Held for Investment Purposes
Schedule H, Item VI(I) of Form 5500 as of December 31, 2001
- ------------------------------------------------------------------------------
Share Market
Balance Price at Value at
Mutual Funds at 12/31/01 12/31/01 12/31/01
Fidelity Mutual Funds (Continued)
Focused Stock 438 $ 11.76 $ 5,145
Trend Fund 291 $ 49.04 14,265
Value 1,475 $ 51.51 75,998
Canada 519 $ 18.97 9,841
Diversified International 1,395 $ 19.08 26,613
Emerging Markets 2,648 $ 7.80 20,651
Europe 1,794 $ 24.76 44,412
Europe Capital Appreciation 4,885 $ 16.50 80,606
International Growth & Income 31 $ 18.76 580
AGGR International Value 439 $ 12.07 5,301
Japan 5,725 $ 9.10 52,099
Latin America 2,862 $ 12.01 34,369
New Markets Income 2,317 $ 10.91 25,277
Overseas 340 $ 27.42 9,323
Pacific Basin 893 $ 13.85 12,367
Southeast Asia 4,849 $ 10.98 53,239
Worldwide 14,808 $ 14.66 217,079
Magellan 170,967 $104.22 17,818,163
Retirement Gov't Money Market 3,244,087 $ 1.00 3,244,087
Managed Income Portfolio 7,526,179 $ 1.00 7,526,179
Spartan 500 Index 2,038 $ 78.89 160,787
Spartan US Equity Index 111,223 $ 40.64 4,520,089
Equity Income 220,533 $ 48.77 10,755,401
Intermediate Bond Fund 253,766 $ 10.32 2,618,869
Fidelity US Government Reserve 517 $ 1.00 517
Fidelity Short-Term Bond 161 $ 8.80 1,419
Fidelity International Bond 877 $ 7.98 6,994
Fidelity Freedom 2040 57 $ 7.39 421
Other Mutual Funds
PIMCO Total Return Fund 9,613 $ 10.46 100,551
Newberger & Berman Genesis Trust 5,090 $ 29.11 148,180
Janus Worldwide 35,082 $ 43.84 1,537,992
Templeton Foreign 5,965 $ 9.25 55,179
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Total Mutual Funds 55,863,712
Oneida LTD Common Stock * 12,059 $ 12.95 156,164
Participant loans 2,161,303
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Total Investments $58,181,179
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10
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed on his behalf by
the undersigned hereunto duly authorized.
ONEIDA SILVERSMITHS 401(K) SAVINGS PLAN
Dated: June 27, 2002 By: /s/ Robert J. Houle
-------------------------------------
Robert J. Houle
Vice President,Human Resources
Oneida Ltd.
11