-----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, O4XWe+K/7m1SgzOl03YZ5mrDMTehSSRxNVzPH2VuckvAjMvcAPmT+PgZcJKv52Uj fAhD21yMDiZ+2toHMDs2Mw== 0000950159-96-000131.txt : 19960627 0000950159-96-000131.hdr.sgml : 19960627 ACCESSION NUMBER: 0000950159-96-000131 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951230 FILED AS OF DATE: 19960626 SROS: AMEX 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05084 FILM NUMBER: 96585983 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 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark one) (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year (52 weeks) ended December 30, 1995 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5084 TASTY BAKING COMPANY THRIFT PLAN 2801 Hunting Park Avenue Philadelphia, Pennsylvania 19129 (Full title of the plan and the address of the plan, if different from that of the issuer named below) TASTY BAKING COMPANY 2801 Hunting Park Avenue Philadelphia, Pennsylvania 19129 (Name of issuer of the securities held pursuant to the Plan and the address of the principal executive offices of Tasty Baking Company) TASTY BAKING COMPANY THRIFT PLAN REPORT ON AUDITS OF STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS as of December 30, 1995 and December 31, 1994 and related STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS for the fiscal years ended December 30, 1995, December 31, 1994 and January 1, 1994 and Supplemental Schedule as of December 30, 1995 and for the fiscal year then ended. TASTY BAKING COMPANY THRIFT PLAN INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES Pages Report of Independent Accountants 2 Financial Statements: Statements of Net Assets Available for Plan Benefits as of December 30, 1995 and December 31, 1994 3-4 Statements of Changes in Net Assets Available for Plan Benefits for the fiscal years ended December 30, 1995, December 31, 1994 and January 1, 1994 5-7 Notes to Financial Statements 8-14 Supplemental Schedules: Assets Held for Investment Purposes at December 30, 1995 27(a)* Schedule of Reportable Transactions - Transactions or Series of Transactions Involving Amounts in Excess of 5% of the Current Value of Plan Assets for the fiscal year ended December 30, 1995 27(d)* * Refers to item numbers in Form 5500 (Annual Return/ Report of Employee Benefit Plan) for plan year ended December 30, 1995, which material is incorporated herein by reference. REPORT OF INDEPENDENT ACCOUNTANTS To the Thrift Plan Committee of the Tasty Baking Company Board of Directors: We have audited the accompanying statements of net assets available for benefits of Tasty Baking Company Thrift Plan as of December 30, 1995 and December 31, 1994 and the related statements of changes in net assets available for benefits for the fiscal years ended December 30, 1995, December 31, 1994 and January 1, 1994. These financial statements are the responsibility of the Thrift Plan Committee of the Tasty Baking Company Board of Directors (the Committee). Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 plan benefits as of December 30, 1995 and December 31, 1994, and the changes in net assets available for plan benefits for each of the three fiscal years in the period ended December 30, 1995 in conformity with 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 schedules, as listed in the accompanying index on page 1, are presented for purposes of additional analysis and are not a required part of the basic financial statements, but are 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 fund information in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. COOPERS & LYBRAND L.L.P. 2400 Eleven Penn Center Philadelphia, Pennsylvania April 7, 1996 - 2 - TASTY BAKING COMPANY THRIFT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 30, 1995
Total ----------------------------------------- Shares Cost Market Employer Contributions Investments at current value: Tasty Baking Company, Common Stock 381,498 $3,680,013 $4,625,665 PrimeSource Corporation, Common Stock 185,461 1,511,507 1,020,036 ----------- ----------- Total 5,191,520 5,645,701 ----------- ----------- Employee Contributions Tasty Baking Company, Common Stock 28,837 278,169 349,647 PrimeSource Corporation, Common Stock 14,917 121,694 82,043 Guaranteed Investment Contract 1,464,630 1,464,630 Capital Preservation Fund, LaSalle 6,791,692 6,791,692 National Trust, N.A., Collective Investment Trust Dreyfus Mutual Funds: 100% U.S. Treasury Intermediate Fund 13,755.03 175,927 180,604 Disciplined Stock Fund 78,226.39 1,429,373 1,781,997 Growth & Income Fund 15,700.56 274,693 291,246 New Leaders Fund 7,372.87 266,764 275,672 S&P 500 Index Fund 10,866.35 191,085 206,461 Loans to Participants 975,091 975,091 ----------- ----------- Total $11,969,118 $12,399,083 ----------- ----------- Net assets available for plan benefits $17,160,638 $18,044,784 =========== ===========
See accompanying notes to financial statements. - 3 - TASTY BAKING COMPANY THRIFT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1994
Total -------------------------------------- Shares Cost Market Employer Contributions Investments at current value: Tasty Baking Company, Common Stock 395,702 $3,526,158 $5,193,589 Money Market 36,399 36,399 ----------- ----------- Subtotal 3,562,557 5,229,988 PrimeSource Corporation, Common Stock 221,143 1,742,315 2,100,858 ----------- ----------- Total 5,304,872 7,330,846 ----------- ----------- Employee Contributions Tasty Baking Company, Common Stock 31,216 273,200 409,710 Money Market 5,384 5,384 ----------- ----------- Subtotal 278,584 415,094 PrimeSource Corporation, Common Stock 16,371 119,963 155,525 Various Guaranteed Investment Contracts 4,746,766 4,746,766 Money Market 4,544,219 4,544,219 ----------- ----------- Subtotal 9,290,985 9,290,985 Equitable Life Assurance Society of the United States - Common Stock Account 730,998 1,262,024 Money Market 10,113 10,113 ----------- ----------- Subtotal 741,111 1,272,137 ----------- ----------- Total $10,430,643 $11,133,741 ----------- ----------- Net assets available for plan benefits $15,735,515 $18,464,587 =========== ===========
See accompanying notes to financial statements. - 4 -
TASTY BAKING COMPANY THRIFT PLAN TATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS OR THE FISCAL YEAR ENDED DECEMBER 30, 1995 Employer Contributions Employee Contributions ----------------------- ------------------------------------------------------ Equitable TBC PrimeSource TBC PrimeSource Guaranteed Common Total Common Common Common Common Investment Stock Stock Stock Stock Stock Contracts Account Additions : Investment income : Cash dividends ............ $409,867 $204,661 $73,346 $16,473 $5,698 Interest .................. 555,809 $118,925 Other ..................... 8,230 5,698 (5,698) Intrafund transfers ........ 0 73,346 (73,346) (16,884) (4,805) Net appreciation (depreciation) of investments ............... (812,978) (406,517) (754,951) (30,368) (57,922) Contributions : Employer .................. 370,124 370,124 Participating employees.... 1,553,897 ----------- ---------- ---------- -------- ------- ---------- ---------- Subtotal ................. 2,084,949 241,614 (754,951) (25,081) (62,727) 118,925 Deductions : Distributions to participants ............. 2,627,323 845,937 325,871 40,366 10,755 705,192 $107,962 Net loans to participants ............. (122,571) ----------- ---------- ---------- -------- ------- ---------- ---------- Total deductions.......... 2,504,752 845,937 325,871 40,366 10,755 705,192 107,962 ----------- ---------- ---------- -------- ------- ---------- ---------- Net increase (decrease) in net assets available for plan benefits ......... (419,803) (604,323) (1,080,822) (65,447) (73,482) (586,267) (107,962) Net assets available for plan benefits : January 1, 1995 ........... 18,464,587 5,229,988 2,100,858 415,094 155,525 9,290,985 1,272,137 Transfers ................ 0 0 0 0 0 (7,240,088) (1,164,175) ----------- ---------- ---------- -------- ------- ---------- ---------- December 30, 1995 ......... $18,044,784 $4,625,665 $1,020,036 $349,647 $82,043 $1,464,630 $0 ----------- ---------- ---------- -------- ------- ---------- ---------- Employee Contributions --------------------------------------------------------------------------------- Dreyfus Funds --------------------------------------------------------------------------------- Mutual Funds -------------------------------------------------------------------- Growth Capital Disciplined & New Peoples Preservation 100% US Stock Income Leaders Index Loan Fund Treasury Fund Fund Fund Fund Balance Additions : Investment income : Cash dividends ............. $5,619 $65,756 $11,569 $21,138 $5,607 Interest ................... $401,873 $35,011 Other ...................... 4,115 4,115 Intrafund transfers ......... (387,840) 26,645 104,915 84,674 95,113 98,182 Net appreciation (depreciation)of investments................ 4,945 384,317 18,108 12,550 16,860 Contributions : Employer Participating employees..... 762,306 147,002 216,234 179,968 157,843 90,544 ---------- -------- ---------- -------- -------- -------- -------- Subtotal .................. 776,339 184,211 775,337 294,319 290,759 211,193 35,011 Deductions : Distributions to participants ............... 546,813 778 19,062 953 1,059 747 21,828 Net loans to participants ............... 677,922 2,829 138,453 2,120 14,028 3,985 (961,908) ---------- -------- ---------- -------- -------- -------- -------- Total deductions........... 1,224,735 3,607 157,515 3,073 15,087 4,732 (940,080) ---------- -------- ---------- -------- -------- -------- -------- Net increase (decrease) in net assets available for plan benefits ............... (448,396) 180,604 617,822 291,246 275,672 206,461 975,091 Net assets available for plan benefits : January 1, 1995 Transfers.................. 7,240,088 1,164,175 ---------- -------- ---------- -------- -------- -------- -------- December 30, 1995 .......... $6,791,692 $180,604 $1,781,997 $291,246 $275,672 $206,461 $975,091 ---------- -------- ---------- -------- -------- -------- -------- See accompanying notes to financial statements.
-5- TASTY BAKING COMPANY THRIFT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 Employer Contributions Employee Contributions ------------------------ -------------------------------------------------- Equitable Life Assurance Tasty Tasty Society Baking PrimeSource Baking PrimeSource Various of the Company Corporation Company Corporation Guaranteed United States Common Common Common Common Investment Common Stock Total Stock Stock Stock Stock Contracts Account Additions: Investment income: Cash dividends................. $328,449 $201,398 $103,817 $15,472 $7,762 Interest....................... 584,799 2,180 437 $581,912 $270 Other.......................... 12,604 12,604 Other transfers................. 103,431 (103,431) 7,478 (7,478) (7,203) 7,203 Net appreciation (depreciation) of investments ................ (99,742) 254,462 (316,107) 19,104 (23,493) (33,708) Contributions: Employer....................... 367,246 367,246 Participating employees........ 1,230,230 45,499 1,007,996 176,735 ----------- ---------- ---------- -------- -------- ---------- ---------- Sub-total..................... 2,423,586 928,717 (315,721) 87,990 (23,209) 1,582,705 163,104 Deductions: Transfer to P&J (PrimeSource Corporation) 401(k) plan (1)... 3,182,477 726,214 399,736 55,660 28,512 1,490,652 481,703 Distribution to participants(2). 3,564,426 1,526,147 833,991 59,565 27,758 913,303 203,662 ----------- ---------- ---------- -------- -------- ---------- ---------- Total deductions.............. 6,746,903 2,252,361 1,233,727 115,225 56,270 2,403,955 685,365 ----------- ---------- ---------- -------- -------- ---------- ---------- Net decrease in net assets available for plan benefits .... (4,323,317) (1,323,644) (1,549,448) (27,235) (79,479) (821,250) (522,261) ----------- ---------- ---------- -------- -------- ---------- ---------- Net assets available for plan benefits: January 2, 1994 ................ 22,787,904 6,553,632 3,650,306 442,329 235,004 10,112,235 1,794,398 ----------- ---------- ---------- -------- -------- ---------- ---------- December 31, 1994 .............. $18,464,587 $5,229,988 $2,100,858 $415,094 $155,525 $9,290,985 $1,272,137 =========== ========== ========== ======== ======== ========== ========== (1) See Note 7 of Notes to Financial Statements. (2) Includes distributions of Tasty Baking Company stock and P&J (PrimeSource Corporation) stock amounting to $1,517,451 in connection with the merger of the Tasty Baking Company Employee Stock Ownership Plan and the Thrift Plan (see Note 5).
See accompanying notes to financial statements. -6- TASTY BAKING COMPANY THRIFT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE FISCAL YEAR ENDED JANUARY 1, 1994
Employer Contributions Employee Contributions ------------------------- -------------------------------------------------- Equitable Life Assurance Society of the Tasty Tasty Various United Baking PrimeSource Baking PrimeSource Guaranteed States Company Corporation Company Corporation Investment Common Common Common Common Common Contracts Stock Total Stock Stock Stock Stock Account Additions: Investment income: Cash dividends $265,245 $194,377 $45,225 $20,824 $4,819 Interest 616,428 1,797 302 $614,281 $48 Other 17,578 17,578 P&J (PrimeSource Corporation Spin-off Distribution market valuation adjustment at first closing date after date of distribution (1) 181,552 (2,461,769) 2,625,883 (261,698) 279,136 Merged assets from Employee Stock Ownership Plan (at market), effective January 1, 1994 (2) 3,933,724 2,483,088 1,450,636 Other transfers 45,176 (45,176) 4,805 (4,805) (80,618) 80,618 Net appreciation (depreciation) of investments 655,562 746,872 (403,477) 83,336 (42,917) 271,748 Contributions: Employer 431,757 431,757 Participating employees 1,497,792 54,937 1,207,273 235,582 ----------- ---------- ---------- -------- -------- ----------- ---------- Subtotal 7,599,638 1,441,298 3,673,091 (97,494) 236,233 1,740,936 605,574 Deductions: Distribution to participants 927,441 335,985 22,785 38,987 1,229 465,592 62,863 ----------- ---------- ---------- -------- -------- ----------- ---------- Net increase (decrease) in net assets available for 6,672,197 1,105,313 3,650,306 (136,481) 235,004 1,275,344 542,711 ----------- ---------- ---------- -------- -------- ----------- ---------- Net assets available for plan benefits: December 26, 1992 16,115,707 5,448,319 578,810 8,836,891 1,251,687 ----------- ---------- ---------- -------- -------- ----------- ---------- January 1, 1994 $22,787,904 $6,553,632 $3,650,306 $442,329 $235,004 $10,112,235 $1,794,398 ----------- ---------- ---------- -------- -------- ----------- ---------- (1) Each shareholder of record of Tasty Baking Company (TBC) common stock as of the close of business on July 21, 1993 was entitled to receive two (2) shares of P&J (PrimeSource Corporation common stock for each three (3) shares of TBC common stock then held. The original cost basis of the TBC common stock was apportioned between the TBC common stock and the P&J (PrimeSource Corporation) common stock in proportion to their respective fair market values after the distribution date (August 5, 1993). (2) Effective January 1, 1994, the Tasty Baking Company Employee Stock Ownership Plan was merged into the Tasty Baking Company Thrift Plan.
-7- TASTY BAKING COMPANY THRIFT PLAN NOTES TO FINANCIAL STATEMENTS 1. General Description of Plan: The Tasty Baking Company Thrift Plan (the Plan) is a defined contribution plan under which all employees of Tasty Baking Company who meet certain service requirements are eligible to participate. For allocations, benefits and vesting provisions as well as any other questions, Plan participants should refer to the Plan document. While Tasty Baking Company has not expressed any intent to discontinue the Plan, it is free to do so at any time, subject to penalties set forth in the Employee Retirement Income Security Act of 1974 (ERISA). In the event such discontinuance resulted in the termination of the Plan, the net assets of the Plan would be distributed to Plan participants and beneficiaries in proportion to their respective account balances. Effective January 1, 1995, the Company amended the Plan by adopting an IRC Section 401(k) prototype plan sponsored by the Dreyfus Corporation. Under the Plan, as amended, the Company's contributions continued to be invested in Tasty Baking Company common stock while participants may choose from a selection of mutual fund options offered by the Dreyfus Corporation for their contributions. Effective January 1, 1995, the Plan allows participants to obtain loans at a minimum amount of $500. In addition to other loan requirements, the unpaid balance from all loans outstanding to a participant from the Plan shall not exceed 50% of the vested balance of the participant's account or $50,000, whichever is less. Loans bear interest at amounts determined by the administrator. The rate at December 30, 1995 is 9.75%. Loans are repayable in equal installments through payroll deductions and are collateralized by 50% of participant's vested account balance. On August 1, 1993, Tasty Baking Company (TBC) distributed in the form of a tax-free dividend to its shareholders all of the issued and outstanding common stock of its wholly-owned subsidiary, Phillips & Jacobs, Incorporated (P&J). Each shareholder of record of TBC common stock was entitled to receive two (2) shares of P&J common stock for each three (3) shares of TBC common stock then held. As of a result of the distribution, each company operates as an independently publicly traded company. Subsequently, on September 1, 1994, P&J shareholders approved the merger of P&J and Momentum Corporation. As a result of this transaction, in which Momentum merged into P&J, the name was changed to PrimeSource Corporation. During Plan year ended January 1, 1994, eligible employees of P&J participated in the Plan. Effective January 1, 1994, all P&J participants were terminated from the Plan as a result of the spin-off of P&J in 1993. A transfer of their Plan assets was made in 1994 to the P&J 401(k) Savings Plan (See Note 7). Accounting Period: The Plan operates under a 52-53 week fiscal year. - 8 - 2. Summary of Significant Accounting Policies: Investment Valuation: Investments are stated at current value. The value of common stock of Tasty Baking Company and PrimeSource Corporation is determined based upon the bid price of the stock on the AMEX and NASDAQ exchanges, respectively, on the last day of trading of the Plan year. The investment in Mutual Funds are represented by unit shares which are valued at respective fund's net asset value as publicly reported by the fund's respective investment department. The Guaranteed Investment Contract is reported at contract value which is equivalent to its fair value. The Capital Preservation Fund, a money market fund, is reported at fair value which is equivalent to cost. Contributions: Under the Plan, employee contributions consist of basic contributions of up to $450 annually and supplemental contributions of up to 12% of an employee's annual base salary. The Company's contribution (employer portion) is equal to an amount not to exceed the lesser of $450 or 100% of the basic contributions made by each employee. Employee contributions are accrued based on payroll deductions authorized by the employees. Payment of Benefits: Benefits are recorded when paid. Other: Purchases and sales of investments in Tasty Baking Company common stock, PrimeSource Corporation common stock, the Dreyfus Mutual Funds and the Guaranteed Investment Contracts are reflected on a trade-date basis. Gains and losses realized are based principally on specific identification. Plan investments are sold to satisfy participant withdrawal requests and, therefore, resultant gains or losses are recorded as withdrawals are made. Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on an accrual basis. The Plan presents in the Statement of Changes in Net Assets Available for Plan Benefits the net appreciation (depreciation) in the current value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. - 9 - 2. Summary of Significant Accounting Policies: (Continued) Risks and Uncertainties: The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds and other investment securities. 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. Investment Program: Effective January 1, 1995, the Company amended the Plan by adopting an IRC Section 401(k) prototype plan sponsored by the Dreyfus Corporation. Under the Plan, as amended, the Company's contributions continued to be invested in Tasty Baking Company common stock and participants may choose from a selection of investment options for their contributions. The investment alternatives include: Capital Preservation Fund, Dreyfus 100% U.S. Treasury Intermediate Term Fund, Dreyfus Disciplined Stock Fund, Dreyfus Growth and Income Fund, Inc., Dreyfus New Leaders Fund, Inc. and Dreyfus S&P 500 Index Fund. Participants may change the investment mix of their ongoing and/or existing invested account balances as often as three (3) times each calendar quarter. They may sell any shares of Tasty Baking Company or PrimeSource Corporation stock in their employee account and invest the proceeds in any other investment funds offered. In addition, participants may sell shares of PrimeSource Corporation stock invested in their employer account and then purchase Tasty Baking Company shares with the proceeds. Prior to January 1, 1995, participants elected to have a portion of their contributions used to purchase various combinations of Tasty Baking Company common stock (maximum election 50% of basic contributions), interest in the various Guaranteed Investment Contracts (maximum election 100%), and interest in the Equitable Common Stock Account (maximum election 50%). In addition, the Plan has purchased Tasty Baking Company common stock in private, unsolicited transactions at prevailing market prices. The Plan had 981, 957 and 1,134 employee participants at December 30, 1995, December 31, 1994 and January 1, 1994, respectively. The number of employee participants under each investment program at December 30, 1995, December 31, 1994 and January 1, 1994 was as follows: - 10 - 3. Investment Program: (Continued) No. of Employees* 1995 1994 1993 ---------------------------------------- Equitable Life Assurance Society of the United States Common Stock Account -- 258 325 Tasty Baking Company Common Stock -- 246 303 PrimeSource Corporation Common Stock -- 246 303 Guaranteed Investment Contracts 858 811 975 Capital Preservation Fund 858 -- -- 100% U.S. Treasury Intermediate Term Fund 222 -- -- Disciplined Stock Fund 453 -- -- Growth & Income Fund 288 -- -- New Leaders Fund 247 -- -- S&P 500 Index 170 -- -- *Employees may participate in more than one program. 4. Guaranteed Investment Contracts as of December 30, 1995 and December 31, 1994 consist of the following: 1995 1994 Current Value Current Value Nationwide Life Insurance Company 6.13% (reset quarterly; six month notice for maturity) -- $1,159,749 Life Insurance Company of Virginia 7.58% (reset monthly; six month notice for maturity) -- 1,107,565 Peoples Security Insurance Company 7.54% (reset monthly; twelve month notice for maturity) -- 1,133,747 Protective Life Insurance Company 8.85% due 6/28/96 1,464,630 1,345,705 --------- --------- $1,464,630 $4,746,766 ========== ========== - 11 - 5. Merger of Tasty Baking Company Employee Stock Ownership Plan and Thrift Plan: Effective January 1, 1994, the Tasty Baking Company Employee Stock Ownership Plan (ESOP) was merged into the Plan. Tasty Baking Company common stock (197,813 shares at $1,806,757 cost), P&J common stock (131,876 shares at $1,204,505 cost) and $10,425 cash were transferred and combined with the existing Tasty Baking Company Thrift Plan employer matching contribution account. In connection with the merger, the ESOP participants could elect to receive a distribution equivalent to their ESOP balances. On February 1, 1994, distributions in this regard were made amounting to $1,517,451 ($1,171,510 cost). The ESOP distributions consisted of Tasty Baking Company common stock (76,339 shares at $700,872 cost), P&J common stock (50,893 shares at $467,248 cost) and $3,390 cash. 6. Spin-off Distribution of P&J Common Stock: In 1993, Tasty Baking Company distributed to its shareholders all of the issued and outstanding shares of its wholly-owned subsidiary, P&J. Each shareholder of record received two shares of P&J common stock for every three shares of Tasty Baking Company common stock they owned. In connection with this distribution, the Tasty Baking Company Thrift Plan received 201,991 and 21,472 shares of P&J common stock related to the employer and employee stock accounts, respectively. 7. Asset Transfer to P&J 401(k) Savings Plan: On January 1, 1994, all participants who were employees of P&J were terminated from the Plan. In accordance with this termination, Plan assets aggregating $3,182,477, which consisted of 56,974 shares of Tasty Baking Company common stock, 36,063 shares of P&J common stock and cash of $1,985,081 were subsequently transferred on February 11, 1994 to the newly formed P&J 401(k) Savings Plan. 8. Withdrawals: Participants who terminate from the Plan can elect to have distributed to them the full value in their respective accounts which includes their contributions (including supplemental contributions) and 100% of the employer contributions made on their behalf. Active participants may withdraw their monies saved up through 1987 twice a year without cause. All monies saved may be withdrawn (pre-1987 funds first) at any time but only for a hardship withdrawal as defined by IRS regulations. Once an active participant has been a Plan participant for five years, company contributions can be withdrawn on any Plan year-end date. Receipt of monies by an active participant in this regard causes no interruption to basic and supplemental contributions and company matching contributions are not penalized. On January 24, 1995, distributions which were pending from the previous year, were made from participants' account balances totalling $1,622,449 at market. Of this amount, $1,233,743 related to terminations from the Plan, $8,574 related to emergency withdrawals and $380,132 related to partial withdrawals by employees still participating in the Plan. - 12 - 8. Withdrawals: (Continued) At December 30, 1995, distributions were pending from participants' account balances totalling $264,478 at market. Of this amount, $100,000 related to terminations from the Plan and $164,478 related to partial withdrawals by employees still participating in the Plan. 9. Contributions: The following is a schedule of employer and participating employee contributions: Tasty Baking Year Ended Total Company P&J December 30, 1995 Employer $ 370,124 $ 370,124 -- Employee 1,553,897 1,553,897 -- --------- ---------- Total $1,924,021 $1,924,021 ========== ========== December 31, 1994 Employer $ 367,246 $ 367,246 -- Employee 1,230,230 1,230,230 -- --------- ---------- Total $1,597,476 $1,597,476 -- ========== ========== January 1, 1994 Employer $ 431,757 $ 370,760 $ 60,997 Employee 1,497,792 1,208,013 289,779 --------- --------- ------- Total $1,929,549 $1,578,773 $350,776 ========== ========== ========= 10. Federal Income Taxes: The United States Treasury Department determined on November 27, 1995 that the Plan, as amended in effect from January 1, 1989 to December 31, 1994, constituted a qualified trust under Section 401(a) of the Internal Revenue Code and is therefore exempt from federal income taxes under provisions of Section 501(a). Application will be made for a new determination letter to address the Dreyfus non-standardized prototype plan by September 15, 1996. However, the Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, the administrator believes that the Plan was qualified and the related trust was tax-exempt as of the financial statement date. - 13 - 10. Federal Income Taxes: (Continued) On the basis of the present laws and regulations, a participant is not subject to income taxes on contributions made by the Company or on any earnings credited to his account prior to distribution by the Trustee. If a participant, prior to termination of employment or attaining age 59 1/2, withdraws earnings on his savings, or if he withdraws stock purchased with contributions made by his employer, the amount of earnings on his savings and the then current market value of such stock and earnings thereon are taxable as ordinary income. In general, if left with the Plan and distributed within one taxable year, upon attaining age 59 1/2 or termination of employment, the pro rata share of the taxable distribution attributable to years of participation after 1973 will be ordinary income. Employees, upon attaining age 59 1/2, who have been Plan participants for at least five taxable years before the taxable year of distribution and attained age 50 before January 1, 1986 can elect a 5-year or 10-year averaging method. The unrealized appreciation in value of the Company's stock distributed to participants is subject to tax when such securities are disposed of by the participants. A lump sum distribution received by an individual because of separation from service will not be subject to tax if property received in excess of the individual's after-tax contributions to the Plan is transferred to a qualified individual retirement account or annuity, or a qualified employee's trust or annuity plan within 60 days. - 14 - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT December 30, 1995 PURSUANT TO ITEM 27(a) ANNUAL RETURN/REPORT OF EMPLOYEE BENEFIT PLAN FORM 5500 E.I.N. 23-1145880/PN 333 27(a) TASTY BAKING COMPANY THRIFT PLAN Assets Held for Investment Purposes December 30, 1995
c. Description of Investment Including Maturity Date b. Identity of Issue, Borrower, Rate of Interest, Collateral, Current Lessor or Similar Party Par of Maturity Value d. Cost e. Value Tasty Baking Company Common Stock $3,958,182 $4,975,312 PrimeSource Corporation Common Stock 1,633,201 1,102,079 ----------- ----------- Subtotal - Common Stock 5,591,383 6,077,391 ----------- ----------- Protective Life Insurance Company Guaranteed Investment Contract 1,464,630 1,464,630 ----------- ----------- 8.85% 6/28/96 Capital Preservation Fund, LaSalle Collective Investment Fund 6,791,692 6,791,692 ----------- ----------- National Trust, N.A Dreyfus 100% U. S. Treasury Mutual Fund 175,927 180,604 Intermediate Term Fund Dreyfus Disciplined Stock Fund Mutual Fund 1,429,373 1,781,997 Dreyfus Growth and Income Fund Mutual Fund 274,693 291,246 Dreyfus New Leaders Fund Mutual Fund 266,764 275,672 Dreyfus S&P 500 Index Fund Mutual Fund 191,085 206,461 ----------- ----------- Subtotal - Mutual Funds 2,337,842 2,735,980 ----------- ----------- Loan to Participants 9.00% - 9.75% 975,091 975,091 ----------- ----------- Total $17,160,638 $18,044,784 =========== ===========
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS - TRANSACTIONS OR SERIES OF TRANSACTIONS INVOLVING AMOUNTS IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS FOR THE FISCAL YEAR ENDED DECEMBER 30, 1995 PURSUANT TO ITEM 27(d) ANNUAL RETURN/REPORT OF EMPLOYEE BENEFIT PLAN FORM 5500
E.I.N. 23-1145880/PN 333 27(d) TASTY BAKING COMPANY THRIFT PLAN SCHEDULE OF REPORTABLE TRANSACTIONS Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets For the fiscal year ended December 30, 1995 b. Description of Asset f. Current Value (Include Interest Rate of Asset on Identity of Party and Maturity in Case Purchase Selling Cost of Transaction Net a. Involved of a Loan) c. Price d. Price e. Asset Date g. Gain Trust Various Guaranteed Investment - $7,240,088 $7,240,088 $7,240,088 - Contracts (Amount matured transferred to Capital Preservation Fund) Trust Equitable Common Stock - 1,164,175 1,164,175 1,164,175 - (Amount transferred to Dreyfus Disciplined Stock Fund) Trust Dreyfus Discipline Stock Fund $1,612,109 214,428 182,735 1,826,537 $31,693 Trust Dreyfus Liquid Assets Fund 1,060,512 1,052,074 1,052,074 2,112,587 Trust Tasty Baking Company 710,572 260,767 181,171 969,213 79,596 Common Stock Trust Capital Preservation Fund 15,869,352 9,077,659 9,077,659 24,947,011 Series E Trust Loans to Participants 1,098,505 123,413 123,413 1,221,918
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee members who administer the Plan have duly caused this annual report to be signed by the undersigned thereunto duly authorized. TASTY BAKING COMPANY THRIFT PLAN BY /s/ Carl S. Watts Carl S. Watts for the Administrative Committee Date: June 26, 1996 EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Tasty Baking Company and subsidiaries on Form S-8 (File No. 33- 18904) of our report dated April 7, 1996, on our audits of the financial statements and supplemental schedules of the Tasty Baking Company Thrift Plan as of December 30, 1995 and December 31, 1994, and for the three fiscal years in the period ended December 30, 1995, which report is incorporated by reference in this Annual Report on Form 11-K. COOPERS & LYBRAND L.L.P. 2400 Eleven Penn Center Philadelphia, Pennsylvania June 25, 1996 EXHIBIT -----END PRIVACY-ENHANCED MESSAGE-----