-----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, HXAlyeSipoRBjS0iPJNj8tUqZmf41KRFOUAjJMrSEQyZTM9pfeQTA0+DHsphnB0f phXPsjGUnDFnf/raAkFmFw== 0000904280-02-000247.txt : 20021231 0000904280-02-000247.hdr.sgml : 20021231 20021231142026 ACCESSION NUMBER: 0000904280-02-000247 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021230 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021231 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TASTY BAKING CO CENTRAL INDEX KEY: 0000096412 STANDARD INDUSTRIAL CLASSIFICATION: BAKERY PRODUCTS [2050] IRS NUMBER: 231145880 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05084 FILM NUMBER: 02873628 BUSINESS ADDRESS: STREET 1: 2801 HUNTING PARK AVE CITY: PHILADELPHIA STATE: PA ZIP: 19129 BUSINESS PHONE: 2152218500 MAIL ADDRESS: STREET 1: 3413 FOX ST CITY: PHILADELPHIA STATE: PA ZIP: 19129 8-K 1 fm8k123002-tastybakingco.txt FORM 8-K 12-30-02 TASTY BAKING CO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ___________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): DECEMBER 30, 2002 ----------------- TASTY BAKING COMPANY -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) PENNSYLVANIA 1-5084 23-1145880 - --------------------------------- ------------ ------------------------ (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.) 2801 HUNTING PARK AVENUE, PHILADELPHIA, PENNSYLVANIA 19129 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 221-8500 -------------------------------------------------- NOT APPLICABLE ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE - ------------------------------------------------ On December 30, 2002, Tasty Baking Company (the "Company") issued a press release announcing that Carl S. Watts retired from the Company's Board of Directors effective December 28, 2002. Mr. Watts will continue to be paid through April 30, 2004 under the terms of a new personal leave agreement. The Company also announced the departure from the Company of W. Dan Nagle, Vice President, Route Operations, Gary G. Kyle, Vice President, Marketing and National Sales, and Mark M. Johnson, Vice President, Human Resources, effective December 28, 2002. The costs associated with Mr. Watts' Personal Leave Agreement and the arrangements with Messrs. Nagle, Kyle and Johnson will result in a restructuring charge in the fourth quarter of 2002. In addition, the Company announced that it had decided in the fourth quarter of 2002 to close all of its remaining thrift store locations. The Company anticipates taking a pre-tax charge against fourth quarter results of approximately $4.2 to $4.75 million relating to the closure of the thrift stores and the arrangements with Mr. Watts and the senior executives. The Company also provided guidance with regard to an anticipated operating loss in the fourth quarter of 2002, and an anticipated additional pension expense in the range of $3.6 to $4.0 million, pre-tax, resulting from the Company's method of immediately recording gains or losses outside of the pension corridor. For additional information reference is made to the Company's press release dated December 30, 2002, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS - --------------------------------------------------------------------------- (a) Not applicable (b) Not applicable (c) The following exhibit is filed herewith: Exhibit 99.1 Press Release dated December 30, 2002 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TASTY BAKING COMPANY ----------------------------- (Registrant) Date: December 30, 2002 By: /s/ John M. Pettine ----------------------------------- John M. Pettine Executive Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ---------- ----------- 99.1 Press Release dated December 30, 2002 EX-99 3 ex991fm8k123002-tastybak.txt EXHIBIT 99.1 TO FORM 8-K 12-30-02 [LOGO] NEWS RELEASE ================================================================================ FOR: FROM: Tasty Baking Company Gregory FCA Communications For More Information: For More Information: John Pettine, Chief Financial Officer Mary Borneman 215-221-8500 610-642-8253 mary@gregoryfca.com FOR IMMEDATE RELEASE TASTY BAKING COMPANY PROVIDES FOURTH QUARTER 2002 UPDATE Philadelphia, PA, December 30, 2002. Tasty Baking Company (NYSE:TBC) announced today that Carl S. Watts retired from the Board of Directors effective December 28, 2002. Mr. Watts had worked for the Company for over 35 years and served as President, CEO and Chairman until October 7, 2002, when he became the Chairman of the Board and Charles P. Pizzi became President and CEO. The Company thanks Carl for his years of service and leadership. He has guided the Company through a number of challenges during the past decade. "I want to thank Carl personally for the smooth transition of management responsibilities to me over the last few months," said Mr. Pizzi. Mr. Watts will continue to be paid through April 30, 2004 under the terms of a personal leave agreement. The Company also announced that W. Dan Nagle, Vice President, Route Operations, Gary G. Kyle, Vice President, Marketing and National Sales, and Mark M. Johnson, Vice President, Human Resources, left the Company effective December 28, 2002 in order to pursue other opportunities. "We wish Dan, Gary and Mark every success in the future," said Mr. Pizzi. The costs associated with Mr. Watts' personal leave agreement and the arrangements with Messrs. Nagle, Kyle and Johnson will result in a restructuring charge in the fourth quarter of 2002. In addition, the Company also announced that it has decided in the fourth quarter of 2002 to close all of its remaining 12 thrift store locations. "The projected cost of maintaining thrift store operations in the current format as stand-alone retail stores through 2003 greatly exceeds the projected revenues," reported John M. Pettine, Executive Vice President and Chief Financial Officer. "We continue to evaluate ways to improve profitability for the Company and our independent owner operators," Mr. Pettine added. All thrift stores were closed effective December 28, 2002. The Company anticipates taking a pre-tax charge against fourth quarter results of approximately $4.2 to 4.75 million relating to the closure of the thrift stores and the arrangements made with Mr. Watts and the senior executives. In addition, Mr. Pettine indicated, "The latest information available to the Company pertaining to the issue of additional pension expense resulting from the Company's method of immediately recording gains or losses outside of the pension corridor will likely result in a fourth quarter pre-tax charge to expense in the range of $3.6 to 4.0 million." In connection with the operating results for the fourth quarter 2002, Mr. Pettine indicated, "The Company is anticipating an operating loss of $460,000 to $785,000 or $0.06 to $0.10 per share. Net sales are anticipated to be in the range of $39.2 to $39.5 million. The operating loss amounts are exclusive of the above referenced restructuring charges and the additional pension expense. On an annualized basis, the above fourth quarter decisions and the anticipated operating results would indicate an operating loss of $125,000 to $690,000 or $0.02 to $0.08 per share and on a reported basis a net loss of $3,488,000 to $4,383,000 or $0.43 to $0.54 per share." Charles P. Pizzi concluded, "The actions that have been taken in the fourth quarter were performed to position the Company for positive results in 2003. The management team is working diligently to develop and implement our new initiatives for 2003 and beyond. We have no greater objective than to clearly focus on improving our results and corresponding shareholder value." Tasty Baking Company operates two bakeries in the mid-Atlantic region and distributes its products in 49 states under the Tastykake brand name. # # # Except for historical information contained herein, the matters discussed are forward-looking statements (as such term is defined in the Securities Act of 1933, as amended) and because such statements include risks and uncertainties, actual results may differ materially from those forward-looking statements. Factors that may cause actual results to differ from the forward-looking statements in this release include, but are not limited to, changes in general economic and business conditions and other factors described in the Company's filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----