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, 2002.
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 Ltd. 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 Ltd. 401(k) Savings Plan
Financial Statements
December 31, 2002 and 2001
Index
Page
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Report of Independent Auditors ...................................................................... 3
Financial Statements:
Statements of Net Assets Available for Benefits,
as of December 31, 2002 and 2001 .............................................................. 4
Statements of Changes in Net Assets Available for Benefits,
for the Years Ended December 31, 2002 and 2001 ............................................... 5
Notes to Financial Statements .................................................................... 6-9
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes,
Schedule H, Item VI(i), as of December 31, 2002 * ............................................. 10-11
Signature Page....................................................................................... 12
Exhibits:
Exhibit 23.1 - Consent of Independent Accountants........................................... 13
Exhibit 99.1 - Certification of Chief Executive Officer Pursuant
to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.............................................................. 14
Exhibit 99.2 - Certification of Chief Financial Officer Pursuant
to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.............................................................. 15
* Refers to item number in Federal Form 5500.
2
Report of Independent Auditors
To the Trustees, Administrative Committee
and Participants of the Oneida Ltd.
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 Ltd. 401(k) Savings Plan (the "Plan") at December 31, 2002 and
2001, 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.
/s/ PRICEWATERHOUSE COOPERS LLP
June 13, 2003
3
Oneida Ltd. 401(k) Savings Plan
Statements of Net Assets Available for Benefits
as of December 31, 2002 and 2001
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Assets 2002 2001
Investments, at fair value:
Money Market Funds $ 3,199,393 $ 3,244,086
Mutual Funds 45,289,140 52,619,626
Common Stock 127,918 156,164
Participant loans 1,974,787 2,161,303
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Total investments 50,591,238 58,181,179
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Net Assets Available for Benefits $50,591,238 $58,181,179
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The accompanying notes are an integral part of the financial statements.
4
Oneida Ltd. 401(k) Savings Plan
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2002 and 2001
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2002 2001
Additions to net assets attributed to:
Investments:
Interest and dividends $ 1,063,239 $ 1,570,307
Net depreciation in fair value of investments (9,208,716) (6,456,551)
Contributions:
Participants 3,435,121 4,230,453
Loan interest income 164,187 190,270
Transfers from other plan -- 1,436,535
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Total additions (4,546,169) 971,014
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Deductions from net assets attributed to:
Distributions to participants 3,022,845 5,436,067
Administration expenses 20,927 22,158
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Total deductions 3,043,772 5,458,225
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Net decrease (7,589,941) (4,487,211)
Net assets at beginning of year 58,181,179 62,668,390
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Net Assets at End of Year $50,591,238 $58,181,179
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The accompanying notes are an integral part of the financial statements.
5
Oneida Ltd. 401(k) Savings Plan
Notes to Financial Statements
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1. Description of the Plan
The following brief description of the Oneida Ltd. 401 (k) Savings Plan
("the Plan") sponsored by Oneida Ltd. ("the Company") is provided for
general information purposes only. Participants should refer to the Plan
agreement, as amended for a more complete description of the Plan's
provisions.
General
The Plan is a defined contribution plan principally comprised of employee
payroll withholdings, deferred bonuses and employer contributions. All
full-time employees of Oneida Ltd., Kenwood Silver Company, Inc. and
Buffalo China, Inc. 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. As part of the
Plan, the Company entered into a trust agreement with Fidelity
Investments Institutional Operations Company, Inc., trustee and
recordkeeper, pursuant to the terms of the agreement between the Oneida
Ltd. 401 (k) Savings Plan and Fidelity Management Trust Company.
Contributions
Through automatic payroll deduction, employees in the Plan
("Participants") may contribute from 1% to 25% of eligible pay on a
pre-tax basis, up to the annual IRS dollar limit as specified in writing
and may change such election at any time. The Plan allows Participants to
hold no more than twenty-five percent (25%) of the Participants existing
account balance in Oneida Ltd. Company Stock. During 2002, the Company
offered a catch-up contribution to employees 50 and above. As a result,
all eligible employees were allowed to contribute an additional $1,000 to
the Plan.
Contributions from Oneida Ltd. ("the Company") to the Plan are
discretionary. There were no employer contributions made during 2002.
Vesting
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 used to reduce future employer contributions. Forfeitures were $5,639
during 2002. Plan assets include accounts of terminated employees who
have elected to remain in the Plan. These assets amounted to $2,381,497
at December 31, 2002.
Participant Loans
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%.
6
Oneida Ltd. 401(k) Savings Plan
Notes to Financial Statements
------------------------------------------------------------------------------
1. Description of the Plan (Continued)
Benefit Payments
On termination of service due to death, disability or retirement, a
Participant may elect to receive an amount equal to the value of the
Participant's vested interest in his or her account in either a lump sum
payment or annuity payments.
Investment Income
Net investment fund income is allocated to each Participant's investment
account in the ratio of their individual investment account to the
investment fund in total.
Reclassifications
Certain amounts from 2001 have been reclassified for comparative
purposes.
2. Summary of Significant Accounting Policies
The accounting principles and practices which affect the more significant
elements of the financial statements are:
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of
accounting.
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 and liabilities and changes, therein, and
disclosure of contingent assets and liabilities. Actual results could
differ from those estimates.
Investment Valuation and Income Recognition
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.
Administrative Costs
Various administrative costs, principally administrator's fees, are paid
by the Company. Investment expenses are paid by the Plan.
7
Oneida Ltd. 401(k) Savings Plan
Notes to Financial Statements
------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies (Continued)
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.
3. 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.
The following investments represent 5 percent or more of the Plan's net
Assets:
December 31,
-----------------------------
2002 2001
Fidelity Magellan $13,084,134 $17,818,163
Fidelity Managed Income Portfolio 7,982,676 7,526,179
Fidelity Spartan U.S. Equity Index 3,378,068 4,520,089
Fidelity Equity Income 8,389,861 10,755,401
Fidelity Retirement Government Money Market 3,199,393 3,244,087
Fidelity Inter Bond 3,157,333 --
During 2002, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated
on value by $9,208,753 as follows:
Mutual Funds $(9,192,430)
Oneida LTD. Common Stock (16,286)
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$(9,208,716)
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8
Oneida Ltd. 401(k) Savings Plan
Notes to Financial Statements
------------------------------------------------------------------------------
4. Transactions with Related Parties
Certain Plan investments are securities issued by the Company and,
therefore, these transactions qualify as party-in-interest transactions.
Securities issued by the Company are as follows:
December 31, 2002 December 31, 2001
-------------------- --------------------
Number of Fair Number of Fair
Shares Value Shares Value
Oneida LTD. Common Stock 17,751 $127,918 12,059 $156,164
5. Plan Termination
Although it has not expressed any intent to do so, the Company reserves
the right to discontinue contributions or terminate the Plan at any time
subject to provisions of ERISA. In the event of Plan 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.
6. 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. Although the Plan has been amended since receiving the
determination letter, the Plan administrator and the Plan's tax counsel
believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
9
Oneida Ltd. 401(k) Savings Plan
Schedule of Assets Held for Investment Purposes
Schedule H, Item VI(i) of Form 5500 as of December 31, 2002
----------------------------------------------------------------------------------------------------------------
(c) Description of investment
(a)(b) Identity of issue, borrower including maturity date, rate of interest, (e) Current
lessor, or similar party collateral, par or maturity value (d) Cost Value
Mutual Funds
Fidelity Investments Institutional International Growth & Income ** 546
Operations Company, Inc.
Fidelity Investments Institutional Focused Stock ** 1,994
Operations Company, Inc.
Fidelity Investments Institutional Fidelity US Government Reserve ** 3,467
Operations Company, Inc.
Fidelity Investments Institutional Fidelity Freedom 2040 ** 5,122
Operations Company, Inc.
Fidelity Investments Institutional Canada ** 9,499
Operations Company, Inc.
Fidelity Investments Institutional Overseas ** 9,531
Operations Company, Inc.
Fidelity Investments Institutional Pacific Basin ** 12,099
Operations Company, Inc.
Fidelity Investments Institutional Trend Fund ** 13,523
Operations Company, Inc.
Fidelity Investments Institutional New Markets Income ** 14,681
Operations Company, Inc.
Fidelity Investments Institutional Fidelity Short-Term Bond ** 18,680
Operations Company, Inc.
Fidelity Investments Institutional Latin America ** 31,041
Operations Company, Inc.
Fidelity Investments Institutional Diversified International ** 31,215
Operations Company, Inc.
Fidelity Investments Institutional Europe ** 33,883
Operations Company, Inc.
Fidelity Investments Institutional AGGR International Value ** 34,559
Operations Company, Inc.
Fidelity Investments Institutional Emerging Markets ** 35,537
Operations Company, Inc.
Fidelity Investments Institutional Southeast Asia ** 42,926
Operations Company, Inc.
* Denotes party-in-interest
** Cost omitted for Participant directed investments
(continued)
10
Oneida Ltd. 401(k) Savings Plan
Schedule of Assets Held for Investment Purposes
Schedule H, Item VI(i) of Form 5500 as of December 31, 2002
-----------------------------------------------------------
(a) (b) Identity of issue, borrower (c) Description of investment including
lessor, or similar party maturity date, rate of interest, (e) Current
collateral, par or maturity value (d) Cost value
Mutual Funds
Fidelity Investments Institutional Japan ** $ 67,174
Operations Company, Inc.
Fidelity Investments Institutional Europe Capital Appreciation ** 74,744
Operations Company, Inc.
Fidelity Investments Institutional Worldwide ** 142,562
Operations Company, Inc.
Fidelity Investments Institutional Spartan 500 Index ** 143,740
Operations Company, Inc.
Fidelity Investments Institutional Value ** 144,025
Operations Company, Inc.
Fidelity Investments Institutional Fidelity Freedom 2030 ** 203,847
Operations Company, Inc.
Fidelity Investments Institutional Fidelity International Bond ** 3,157,333
Operations Company, Inc.
Fidelity Investments Institutional Retirement Gov't Money Market ** 3,199,393
Operations Company, Inc.
Fidelity Investments Institutional Spartan US Equity Index ** 3,378,068
Operations Company, Inc.
Fidelity Investments Institutional Managed Income Portfolio ** 7,982,676
Operations Company, Inc.
Fidelity Investments Institutional Magellan ** 13,084,134
Operations Company, Inc.
Fidelity Investments Institutional PIMCO Total Return Fund ** 350,602
Operations Company, Inc.
Fidelity Investments Institutional Newberger & Berman Genesis Trust ** 248,609
Operations Company, Inc.
Fidelity Investments Institutional Janus Worldwide ** 1,029,792
Operations Company, Inc.
Fidelity Investments Institutional Templeton Foreign ** 185,243
Operations Company, Inc.
* Fidelity Investments Institutional Oneida LTD Common Stock ** 127,918
Operations Company, Inc.
* Fidelity Investments Institutional Participant loans ** 1,974,787
Operations Company, Inc.
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Total Investments $50,591,238
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* Denotes party-in-interest
** Cost omitted for Participant directed investments
11
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 LTD. 401(K) SAVINGS PLAN
Dated: June 27, 2003 By: /s/ GREGG R. DENNY
-------------------
Gregg R. Denny
Chief Financial Officer
Oneida Ltd.
12