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, 2003.
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, 2003 and 2002
Index
Page
Report of Independent Registered Public Accounting Firm.............................................. 3
Financial Statements:
Statements of Net Assets Available for Benefits,
as of December 31, 2003 and 2002 .............................................................. 4
Statement of Changes in Net Assets Available for Benefits,
for the Year Ended December 31, 2003 ......................................................... 5
Notes to Financial Statements .................................................................... 6-9
Supplemental Schedule:
Schedule of Assets (Held at End of Year),
Schedule H, Item VI(i), as of December 31, 2003 * ............................................. 10-14
Signature Page....................................................................................... 15
Exhibits:
Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm..................... 16
* Refers to item number in Federal Form 5500.
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees, Administrative Committee and
Participants of the Oneida Ltd. 401(k) Savings Plan
We have audited the statements of net assets available for benefits of Oneida
Ltd. 401(k) Savings Plan as of December 31, 2003 and 2002, and the related
statement of changes in net assets available for benefits for the year ended
December 31, 2003. 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 the standards of
the Public Company Accounting Oversight Board (United States). 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 Oneida Ltd.
401(k) Savings Plan as of December 31, 2003 and 2002, and the changes in net
assets available for benefits for the year ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.
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
at end of year) as of December 31, 2003 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 United States
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 audit 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/ Insero, Kasperski, Ciaccia & Co., P.C.
Certified Public Accountants
Rochester, New York
July 9, 2004
3
Oneida Ltd. 401(k) Savings Plan
Statement of Net Assets Available for Benefits
As of December 31, 2003 and 2002.
Assets 2003 2002
Investments, at fair value:
Money Market Funds $ 3,139,545 $ 3,372,148
Mutual Funds 52,413,533 45,116,385
Common Stock 242,169 127,918
Participant Loans 1,566,611 1,974,787
----------- -----------
Total Investments 57,361,858 50,591,238
----------- -----------
Net Assets Available for Benefits $57,361,858 $50,591,238
=========== ===========
4
Oneida Ltd. 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2003
--------------------------------------------------------------------------------
2003
Additions to net assets attributed to:
Investments:
Interest and dividends $ 1,250,064
Net appreciation in fair value of investments 8,048,954
Contributions:
Participants 3,118,288
Loan interest income 123,849
-----------
Total additions 12,541,155
-----------
Deductions from net assets attributed to:
Distributions to participants 5,749,998
Administrative expenses 20,537
-----------
Total deductions 5,770,535
-----------
Net increase 6,770,620
Net assets available for benefits at beginning of year 50,591,238
-----------
Net Assets Available for Benefits at End of Year $57,361,858
===========
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 record
keeper, pursuant to the terms of the agreement between the Oneida Ltd.
401 (k) Savings Plan and Fidelity Management Trust Company.
The Company's financial statements for the year ended January 31, 2004
were prepared assuming the Company will continue as a going concern.
These matters are discussed in more detail in Note 2 of the Annual 10-K
filed with the Securities and Exchange Commission.
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 dollar limit as provided by the Internal
Revenue Code 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.
Contributions from the Company to the Plan are discretionary. There were
no employer contributions made during 2003 or 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 $4,323
and $5,639 during 2003 and 2002, respectively. Plan assets include
accounts of terminated employees who have elected to remain in the Plan.
These assets amounted to $1,034,062 at December 31, 2003.
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 2002 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 available for benefits 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 statements 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 70 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 available for benefits:
December 31,
-----------------------------------
2003 2002
Fidelity Magellan $15,191,326 $13,084,134
Fidelity Equity Income 9,840,300 8,389,861
Fidelity Managed Income Portfolio 8,186,807 7,982,676
Fidelity Spartan U.S. Equity Index 4,278,777 3,378,068
Fidelity International Bond 3,260,285 3,157,333
Fidelity Retirement Government Money Market 3,024,603 3,199,393
During 2003, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $8,048,954 as follows:
Mutual Funds $8,061,486
Oneida LTD. Common Stock (12,532)
----------
$8,048,954
==========
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, 2003 December 31, 2002
------------------------------------------------------------
Number of Fair Number of Fair
Shares Value Shares Value
Oneida LTD. Common Stock 38,968 $242,169 17,751 $127,918
In addition, certain assets of the Plan are invested in funds managed by
Fidelity. Fidelity is the trustee of the Plan and, therefore, is
considered to be a related party.
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 the Employee Retirement Income Security Act of
1974 (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. However, 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 at End of Year)
Schedule H, Item VI(i) of Form 5500 as of December 31, 2003
-----------------------------------------------------------
(a) (b) Identity of issue, borrower (c) Description of Investment (d) Cost (e) Current Value
lessor, or similar party including maturity date, rate of interest
collateral, par or maturity value
Fidelity Investments Institutional
Operations Company, Inc. PIMCO Total Return Fund ** $565,830
Fidelity Investments Institutional
Operations Company, Inc. Templeton Foreign ** 103,224
Fidelity Investments Institutional
Operations Company, Inc. Neuberger & Berman Genesis Fund ** 349,084
Fidelity Investments Institutional
Operations Company, Inc. Janus Worldwide ** 1,085,840
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Fund ** 47,788
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Puritan ** 224,251
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Trend ** 21,651
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Ginnie Mae ** 176,471
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Magellan ** 15,191,326
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Contrafund ** 344,199
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Equity Inc ** 9,840,300
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Growth Fund ** 165,635
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Investment GR BD ** 99,891
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Growth & Income ** 133,799
Fidelity Investments Institutional
Operations Company, Inc. Fidelity International Bond ** 3,260,285
10
** Cost omitted for Participant directed investments
Parties in interest include Oneida Ltd. (common stock) and Fidelity Investments
Institutional Operations Company, Inc. as the plan trustee.
Oneida Ltd. 401(k) Savings Plan
Schedule of Assets (Held at End of Year)
Schedule H, Item VI(i) of Form 5500 as of December 31, 2003
-----------------------------------------------------------
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Capital & Income ** 32,921
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Value ** 225,287
Fidelity Investments Institutional
Operations Company, Inc. Fidelity US Government Reserve ** 1,735
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Government Income ** 219,761
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Cash Reserve ** 50,976
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Independence Fund ** 32,364
Fidelity Investments Institutional
Operations Company, Inc. Fidelity OTC Portfolio ** 54,061
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Overseas ** 12,848
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Europe ** 53,598
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Pacific Basin ** 16,903
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Real Estate Investment ** 363,306
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Balanced ** 137,266
Fidelity Investments Institutional
Operations Company, Inc. Fidelity International Growth & Income ** 1,130
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Capital Appreciation ** 123,747
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Conversion Security ** 13,973
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Canada ** 40,569
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Utilities ** 16,834
11
** Cost omitted for Participant directed investments
Parties in interest include Oneida Ltd. (common stock) and Fidelity Investments
Institutional Operations Company, Inc. as the plan trustee.
Oneida Ltd. 401(k) Savings Plan
Schedule of Assets (Held at End of Year)
Schedule H, Item VI(i) of Form 5500 as of December 31, 2003
-----------------------------------------------------------
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Blue Chip ** 477,347
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Asset Manager ** 28,051
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Low PR Stock ** 770,503
Fidelity Investments Institutional
Operations Company, Inc. Spartan 500 Index ** 297,576
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Worldwide ** 201,847
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Equity Income II ** 160,510
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Stock Selector ** 19,098
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Asset Manager Growth ** 52,064
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Emergency Markets ** 40,169
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Aggressive Growth ** 736,194
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Diverse International ** 124,636
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Dividend Growth ** 603,646
Fidelity Investments Institutional
Operations Company, Inc. Fidelity New Markets Income ** 57,631
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Exp & Multi ** 53,522
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Focused Stock ** 5,980
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Aggressive International ** 94,195
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Small Cap Independent ** 172,464
12
** Cost omitted for Participant directed investments
Parties in interest include Oneida Ltd. (common stock) and Fidelity Investments
Institutional Operations Company, Inc. as the plan trustee.
Oneida Ltd. 401(k) Savings Plan
Schedule of Assets (Held at End of Year)
Schedule H, Item VI(i) of Form 5500 as of December 31, 2003
-----------------------------------------------------------
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Mid-Cap Stock ** 316,677
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Lg-Cap Stock ** 23,384
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Europe Capital Appreciation ** 85,789
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Latin America ** 51,686
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Japan ** 90,089
Fidelity Investments Institutional
Operations Company, Inc. Fidelity South East Asia ** 65,155
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Strategic Income ** 35,687
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Freedom Income ** 92,842
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Freedom 2000 ** 306,542
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Freedom 2010 ** 683,868
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Freedom 2020 ** 699,029
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Freedom 2030 ** 246,503
Fidelity Investments Institutional
Operations Company, Inc. Fidelity S/T Bond ** 28,131
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Fifty ** 122,046
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Retirement Money Market ** 114,942
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Retirement Government MM ** 3,024,603
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Managed Income Portfolio ** 8,186,807
13
** Cost omitted for Participant directed investments
Parties in interest include Oneida Ltd. (common stock) and Fidelity Investments
Institutional Operations Company, Inc. as the plan trustee.
Oneida Ltd. 401(k) Savings Plan
Schedule of Assets (Held at End of Year)
Schedule H, Item VI(i) of Form 5500 as of December 31, 2003
-----------------------------------------------------------
Fidelity Investments Institutional
Operations Company, Inc. Spartan US Equity Index ** 4,278,777
Fidelity Investments Institutional
Operations Company, Inc. Fidelity US Bond Index ** 154,446
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Inst Sh-Int Government ** 35,212
Fidelity Investments Institutional
Operations Company, Inc. Fidelity Freedom 2040 ** 8,577
Fidelity Investments Institutional
Operations Company, Inc. Oneida Ltd. Common Stock ** 242,169
Fidelity Investments Institutional
Operations Company, Inc. Participant loans ** 1,566,611
---------
Total Investments $57,361,858
-----------
14
** Cost omitted for Participant directed investments
Parties in interest include Oneida Ltd. (common stock) and Fidelity Investments
Institutional Operations Company, Inc. as the plan trustee.
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: July 13, 2004 By: /s/ GREGG R. DENNY
-------------------
Gregg R. Denny
Chief Financial Officer
Oneida Ltd.
15