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, 2004.
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, 2004 and 2003
Index
Page
Report of Independent Registered Public Accounting Firm....................................... 3
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 2004 and 2003 ....................................................... 4
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2004 ................................................. 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, 2004 * ..................................... 10-11
Signature Page ............................................................................... 12
Exhibits:
Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm............... 13
* Refers to item number in Federal Form 5500.
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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To the Trustees, Administrative Committee and
Participants of the Oneida Ltd. 401(k) Savings Plan
We have audited the accompanying statements of net assets available for
benefits of Oneida Ltd. 401(k) Savings Plan as of December 31, 2004 and 2003,
and the related statement of changes in net assets available for benefits for
the year ended December 31, 2004. 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 the auditing 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, 2004 and 2003, and the changes in
net assets available for benefits for the year ended December 31, 2004, in
conformity with U.S. generally accepted accounting principles.
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, 2004 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 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.
Insero, Kasperski, Ciaccia & Co., P.C.
Certified Public Accountants
Rochester, New York
May 19, 2005
3
Oneida Ltd. 401(k) Savings Plan
Statements of Net Assets Available for Benefits
As of December 31, 2004 and 2003
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Assets 2004 2003
Investments:
Money Market Funds $2,807,967 $3,139,545
Mutual Funds 40,514,696 44,226,726
Common Stock 141,823 242,169
Participant Loans 1,128,394 1,566,611
Common/Collective Trusts 7,575,445 8,186,807
--------- ----------
Total Investments 52,168,325 57,361,858
---------- ----------
Net Assets Available for Benefits $52,168,325 $57,361,858
=========== ===========
See Notes to Financial Statements.
4
Oneida Ltd. 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2004
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2004
Additions to net assets attributed to:
Investments:
Interest and dividends $1,452,925
Net appreciation in fair value of investments 2,449,100
Participant contributions 2,456,010
Loan interest income 78,916
---------
Total additions 6,436,951
---------
Deductions from net assets attributed to:
Distributions to participants 11,613,943
Administrative expenses 16,541
----------
Total deductions 11,630,484
----------
Net decrease (5,193,533)
Net assets available for benefits at beginning of year 57,361,858
----------
Net Assets Available for Benefits at End of Year $52,168,325
===========
See Notes to 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 record keeper, 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 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 2004 or 2003.
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 $13,077 and $4,323 during 2004 and 2003,
respectively. Plan assets include accounts of terminated employees who
have elected to remain in the Plan. These assets amounted to
$2,093,474 at December 31, 2004.
Participant Loans
The Plan allows Participants to borrow a minimum of $1,000 up to $50,000
from their accounts. Participant loans are repayable over one to five
years, or up to 25 years if for the purchase of a home, 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 2003 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 in mutual funds and common stock are carried at fair value
based upon quoted market prices in active markets at year-end.
Investments in common/collective trusts are stated at estimated fair
values, which have been determined based on the unit value of the
fund. Investments in money market funds and participant loans are
valued at cost, which approximates fair value.
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 26 mutual
funds, a money market fund, a common/collective trust fund, 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,
-----------------------------------
2004 2003
Fidelity Magellan $13,260,338 $15,191,326
Fidelity Equity Income 8,997,912 9,840,300
Fidelity Managed Income Portfolio 7,575,445 8,186,807
Fidelity Spartan U.S. Equity Index 3,919,200 4,278,777
Fidelity Intermediate Bond 2,754,977 3,260,285
Fidelity Retirement Government Money Market 2,807,967 3,024,603
During 2004, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated in value as follows:
Mutual Funds $2,538,710
Oneida LTD. Common Stock (89,610)
----------
$2,449,100
==========
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, 2004 December 31, 2003
--------------------------------------------------------------
Number of Fair Number of Fair
Shares Value Shares Value
Oneida Ltd. Common Stock 44,153 $141,823 38,968 $242,169
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 party-in-interest.
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 December 29, 2003, 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, 2004
-----------------------------------------------------------
(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
PIMCO PIMCO Total Return Fund ** $905,066
Neuberger & Berman Neuberger & Berman Genesis Fund ** 542,400
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Magellan ** 13,260,338
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Contrafund ** 472,628
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Equity Income ** 8,997,912
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Growth Company ** 926,883
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Intermediate Bond ** 2,754,977
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Value ** 354,983
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Real Estate Investment ** 618,748
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Balanced ** 471,994
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Capital Appreciation ** 180,238
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Blue Chip Growth ** 476,021
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Low PR Stock ** 1,157,997
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Worldwide ** 979,656
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Diverse International ** 880,602
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Dividend Growth ** 665,664
* Denotes party-in-interest
** Cost omitted for Participant directed investments
10
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, 2004
-----------------------------------------------------------
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Small Cap Independent ** 239,903
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Mid-Cap Stock ** 267,145
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Freedom Income ** 32,650
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Freedom 2000 ** 114,207
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Freedom 2010 ** 956,197
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Freedom 2020 ** 893,249
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Freedom 2030 ** 247,958
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Retirement Government MM ** 2,807,967
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Managed Income Portfolio ** 7,575,445
* Fidelity Investments Institutional
Operations Company, Inc. Spartan US Equity Index ** 3,919,200
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity US Bond Index ** 147,074
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Freedom 2040 ** 51,006
* Oneida Ltd. Oneida Ltd. Common Stock ** 141,823
* Various Participant loans, interest rates ranging
from 5.0% to 10.5% and maturities
ranging from 0 to 13 years. ** 1,128,394
---------
Total Investments $52,168,325
===========
* 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 29, 2005
12