-----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, OXoCiZ/LIGVYX7Tp9ShEn66DjCJKi6LkwsLQ1hrsvlUDiGe56BeWVCKxlfefoyXi IWbY+9OvMuhch7XqQg7L9w== 0001157523-06-005027.txt : 20060511 0001157523-06-005027.hdr.sgml : 20060511 20060511070128 ACCESSION NUMBER: 0001157523-06-005027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060511 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060511 DATE AS OF CHANGE: 20060511 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: 06828175 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 a5146323.txt TASTY BAKING COMPANY 8K 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): May 11, 2006 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 7.01. Regulation FD Disclosure. On May 11, 2006, Tasty Baking Company announced that the company will begin exploring long-term strategic manufacturing options. A copy of the press release is attached to this Report as Exhibit 99.1 and is incorporated herein by reference. The information disclosed in Items 7.01 and 9.01 of this Report, including Exhibit 99.1 hereto, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any other registration statement or other document pursuant to the Securities Act of 1933, as amended. Item 8.01. Other Events On May 11, 2006, Tasty Baking Company announced that the company will begin exploring long-term strategic manufacturing options. The Company will evaluate various manufacturing alternatives including upgrading the original Philadelphia bakery, enhancing use of the Oxford bakery, relocating to a new facility or a combination of these options. There can be no assurance that any change in the company's manufacturing strategy will occur as a result of this evaluation. Item 9.01. Financial Statements and Exhibits (c) The following exhibit is filed herewith: Exhibit 99.1 Press Release dated May 11, 2006 "SAFE HARBOR STATEMENT" UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Except for historical information contained herein, the matters discussed herein are forward-looking statements (as such term is defined in the Securities Act of 1933, as amended) that are subject to risks and uncertainties that could cause actual results to differ materially from those stated or implied herein. There are a number of factors that may cause actual results to differ from these forward-looking statements, including without limitation, the costs to upgrade and enhance existing facilities, the costs to acquire (or lease) and fit-out a new facility and relocate thereto, the cost and availability of capital to fund improvements or new facilities, the success of marketing and sales strategies and new product development, the ability to successfully enter new markets, the price of raw materials, and general economic and business conditions. Other risks and uncertainties that may materially affect the company are provided in the company's annual reports to shareholders and the company's periodic reports filed with the Securities and Exchange Commission from time to time, including reports on Forms 10-K and 10-Q. Please refer to these documents for a more thorough description of these and other risk factors. There can be no assurance that the company will change its manufacturing strategy or, in the event of a change in its manufacturing strategy, that the new strategy will be successful. The company assumes no obligation to publicly update or revise any forward-looking statements. 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: May 11, 2006 /S/ David S. Marberger -------------------------------------------- David S. Marberger Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Description 99.1 Press Release dated May 11, 2006 EX-99.1 2 a5146323ex991.txt EXHIBIT 99.1 Exhibit 99.1 Tasty Baking Company Announces Exploration of Long-Term Strategic Manufacturing Options PHILADELPHIA--(BUSINESS WIRE)--May 11, 2006--Tasty Baking Company (NasdaqNM:TSTY) announced today that the company will begin exploring long-term strategic manufacturing options. Tasty Baking Company currently manufactures its products at two facilities, located in Philadelphia and Oxford, Pennsylvania. The company will evaluate various manufacturing alternatives, including upgrading the original Philadelphia bakery, enhancing use of the Oxford bakery, relocating to a new facility or a combination of these options. The company prefers to maintain operations in the City of Philadelphia. Charles P. Pizzi, president and chief executive officer of Tasty Baking Company, said, "We are committed to driving long-term shareholder value by growing the company's sales and earnings. We believe that improving our manufacturing capability will enhance the company's competitive position." This evaluation project will be led by a cross-functional team of senior company executives that will work closely with external consultants to thoroughly consider all viable options. There can be no assurance that any change in the company's manufacturing strategy will occur as a result of this evaluation. ABOUT TASTY BAKING COMPANY Tasty Baking Company (NasdaqNM:TSTY), founded in 1914 and headquartered in Philadelphia, Pennsylvania, is one of the country's leading bakers of snack cakes, pies, cookies, and donuts with manufacturing facilities in Philadelphia and Oxford, Pennsylvania. Tasty Baking Company offers more than 100 products under the Tastykake brand name. For more information on Tasty Baking Company, visit www.tastykake.com. In addition, consumers can send Tastykake products throughout the United States from the company's website or by calling 1-800-33-TASTY. "Safe Harbor Statement" Under the Private Securities Litigation Reform Act of 1995 Except for historical information contained herein, the matters discussed herein are forward-looking statements (as such term is defined in the Securities Act of 1933, as amended) that are subject to risks and uncertainties that could cause actual results to differ materially from those stated or implied herein. There are a number of factors that may cause actual results to differ from these forward-looking statements, including without limitation, the costs to upgrade and enhance existing facilities, the costs to acquire (or lease) and fit-out a new facility and relocate thereto, the cost and availability of capital to fund improvements or new facilities, the success of marketing and sales strategies and new product development, the ability to successfully enter new markets, the price of raw materials, and general economic and business conditions. Other risks and uncertainties that may materially affect the company are provided in the company's annual reports to shareholders and the company's periodic reports filed with the Securities and Exchange Commission from time to time, including reports on Forms 10-K and 10-Q. Please refer to these documents for a more thorough description of these and other risk factors. There can be no assurance that the company will change its manufacturing strategy or, in the event of a change in its manufacturing strategy, that the new strategy will be successful. The company assumes no obligation to publicly update or revise any forward-looking statements. CONTACT: Tasty Baking Company Mary C. Borneman, 215-221-8537 mary.borneman@tastykake.com or David S. Marberger, 215-221-8500 -----END PRIVACY-ENHANCED MESSAGE-----