<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15 (d) of the
Securities Exchange Act of 1934
For The Year Ended December 31, 1996
(A) Full title of the plan and the address
of the plan, if different from that of
the issuer named below:
The Penn Traffic Company
401(k) Savings Plan
(B) Name of issuer of the securities held
pursuant to the plan and the address
of its principal executive office:
The Penn Traffic Company
1200 State Fair Boulevard
Syracuse, New York 13209
<PAGE>
The Penn Traffic Company
401(k) Savings Plan
Financial Statements
December 31, 1996 and 1995
<PAGE>
THE PENN TRAFFIC COMPANY
401(K) SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
PAGE
Report of Independent Accountants 1
Financial Statements:
Statement of Net Assets Available for Plan Benefits
at December 31, 1996 and 1995 2
Statement of Changes in Net Assets Available for Plan
Benefits for the years ended December 31, 1996 and 1995 3
Notes to Financial Statements 4
Supplemental Schedules:*
Schedule of Assets Held for Investment at
December 31, 1996 (Schedule I) 13
Schedule of Reportable 5% Transactions for the
Year Ended December 31, 1996 (Schedule II) 14
* Other supplemental schedules required by Section 2520.103-10 of the
Department of Labor Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974 have been omitted
because they are not applicable.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
June 20, 1997
To the Participants and Administrator
of The Penn Traffic Company
401(k) Savings Plan
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for
plan benefits present fairly, in all material respects, the net assets
available for plan benefits of The Penn Traffic Company 401(k) Savings Plan
(the "Plan") at December 31, 1996 and 1995, and the changes in net assets
available for plan benefits for the years then ended, in conformity with
generally accepted accounting principles. 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 generally accepted auditing
standards which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included
in Schedules I and II is presented for purposes of additional analysis and is
not a required part of the basic financial statements but is additional
information required by the Employee Retirement Income Security Act of 1974.
Such information 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.
-1-
<PAGE>
The Penn Traffic Company
401(k) Savings Plan
Financial Statements
- --------------------------------------------------------------------------------
STATEMENT OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
December 31,
1996 1995
ASSETS
Investments at market (cost of $83,405,851
in 1996 and $68,799,556 in 1995) $ 88,554,674 $72,697,271
------------ -----------
Receivables:
Accrued income 840,215 508,060
Employee contributions - 173,763
------------ -----------
Total receivables 840,215 681,823
------------ -----------
Net assets available for plan benefits $89,394,889 $73,379,094
------------ -----------
------------ -----------
The accompanying notes are an integral part of the financial statements.
-2-
<PAGE>
The Penn Traffic Company
401(k) Savings Plan
Financial Statements
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
Year ended December 31,
1996 1995
ADDITIONS TO NET ASSETS
Investment income:
Interest and dividends $ 7,641,208 $5,181,881
Net appreciation in market
value of investments 1,251,116 3,083,398
Net gain on sale of investments 313,164 132,091
------------ ----------
Total investment income 9,205,488 8,397,370
Participant contributions 10,266,948 9,770,734
Asset transfer from The Penn Traffic Company
Insalaco Markets Division Profit Sharing
Retirement Plan (Note 11) 3,119,095 -
------------ ----------
Total additions 22,591,531 18,168,104
------------ ----------
DEDUCTIONS FROM NET ASSETS
Payments to participants (6,435,142) (4,545,759)
Payment of individual insurance contract
premiums (79,624) (89,432)
Administrative expenses (60,970) (47,890)
------------ ----------
Total deductions (6,575,736) (4,683,081)
------------ ----------
INCREASE IN NET ASSETS 16,015,795 13,485,023
NET ASSETS AVAILABLE FOR PLAN BENEFITS
Beginning of year 73,379,094 59,894,071
------------ ----------
End of year $89,394,889 $73,379,094
------------ ----------
------------ ----------
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE>
The Penn Traffic Company
401(k) Savings Plan
Notes to Financial Statements
December 31, 1996 and 1995
- --------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
GENERAL
The following brief description of The Penn Traffic Company 401(k)
Savings Plan (the "Plan") sponsored by The Penn Traffic Company (the
"Company") is provided for general information purposes only.
Participants should refer to the Plan agreement for more complete
information.
The Plan is a defined contribution plan established by the Company on
July 9, 1987. The Plan is designed to provide benefits to all Company
employees who have attained age twenty-one and have completed at least
one year of service. As part of the Plan, the Company has entered
into a trust agreement with the US Bancorp Trust Company (the "Bank"),
under which the Bank, as trustee, transfers contributions to a
separate trust fund in the Bank's trust department. The assets of the
Plan are held by the Bank's trust department in a fiduciary capacity
and as such are not assets of the Bank. The Plan's trust fund is
administered by the Administrative Committee of the Plan, which has
retained Coopers & Lybrand LLP in the capacity of recordkeeper of the
Plan.
CONTRIBUTIONS
Employees in the Plan ("participants") may contribute from 1% to 15%
of gross compensation as specified in writing and may elect to change
such once per plan quarter.
INVESTMENTS
Participants have five options to which they can direct their
contributions. These options are a stable income fund, two
diversified equity funds, one balanced fund and one Company stock
fund. The stable income fund consists of a mix of guaranteed
investment contracts and three actively managed mutual funds. One of
the diversified equity funds, the MAS EQUITY FUND, invests primarily
in large blue chip companies with solid financial characteristics and
above-average dividend yields. The other diversified equity fund, the
ACORN FUND, is aggressively managed with a higher degree of risk.
The balanced fund, the DELAWARE FUND, invests in stocks, bonds and
money market instruments. The PENN TRAFFIC COMMON STOCK FUND allows
employees the opportunity to purchase Company stock with pre-tax
dollars. A life insurance plan which allows employees to elect to
purchase life insurance for themselves and their spouses and children
is still effective for those employees purchasing such insurance
before January 1, 1989 (Note 3).
LOANS
Participants may obtain loans of not less that $500 but not more than
the lesser of $50,000 or 50% of the participant's individual
investment account balance. Generally, the term of the loans may not
exceed five years.
-4-
<PAGE>
The Penn Traffic Company
401(k) Savings Plan
Notes to Financial Statements
December 31, 1996 and 1995
- --------------------------------------------------------------------------------
DISTRIBUTIONS
Each participant is entitled to a retirement benefit equal to 100% of
the participant's accrued benefit as of the valuation date. In the
event of the death of a participant before actual retirement, 100% of
the participant's accrued benefit on the valuation date following
his/her death will constitute his/her death benefit and will be
distributed to the participant's designated beneficiary or
beneficiaries. If a participant terminates employment, he/she will
receive 100% of his/her accrued benefit on the valuation date
following his/her separation. A participant attaining the age of
591/2 has the right to withdraw all or a portion of his/her Plan
assets. An in-service distribution to a participant will only occur
if the participant can prove financial hardship to a committee formed
by the Company.
INCOME
Net investment fund income is allocated quarterly to each
participant's investment account in the ratio of their individual
investment account to the investment fund in total.
2. BASIS OF ACCOUNTING
The financial statements of the Plan are prepared on the accrual basis
of accounting. Interest and dividend income is recognized as earned
and expenses are recognized when the related obligation is incurred.
Investments, excluding guaranteed investment contracts, are recorded
at the closing market prices on December 31, 1996 and 1995.
Guaranteed investment contracts are stated at contract value.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Administrative Committee
of the Plan to make estimates and assumptions that affect the reported
amounts of net assets at the date of the financial statements and the
reported amounts of additions to and deductions from net assets during
the reporting period. Actual results could differ from those
estimates.
-5-
<PAGE>
The Penn Traffic Company
401(k) Savings Plan
Notes to Financial Statements
December 31, 1996 and 1995
- --------------------------------------------------------------------------------
3. INSURANCE PLAN
Participants of the Plan are permitted to have a portion of their
contributions directed towards the purchase of individual life
insurance contracts for themselves, their spouse and their children,
for those employees electing this option before January 1, 1989. As a
result of these elections, the Plan disburses funds periodically to
the First Colony Life Insurance Company for the payment of life
insurance premiums. These insurance contracts are allocated on an
individual participant basis and, as such, are excluded from Plan
assets.
4. INVESTMENTS
Investments which exceed 5% of the Plan's net assets at December 31,
1996 include:
Market/Contract
Cost Value
The Acorn Fund $24,313,239 $ 30,353,310
Delaware Balanced Fund 6,035,968 6,331,995
Miller Anderson Sherrard Fixed Income Fund 7,823,505 7,897,552
Miller Anderson Sherrard Equity Fund 11,269,883 11,428,001
Institutional Investors Stable Asset Fund 6,474,656 6,822,693
John Hancock Guaranteed Investment Contract,
guaranteed effective annual interest rate of
8.14%, maturity date of 12/31/99 4,642,733 4,642,733
5. GUARANTEED INVESTMENT CONTRACTS
The following aggregate amounts apply to fully benefit-responsive
guaranteed investment contracts reported at contract value and held by
the Plan in its Stable Asset Fund at December 31, 1996 and December
31, 1995:
December 31,
1996 1995
Average yearly yield 6.90% 8.11%
Crediting interest rate 6.73% 8.22%
Fair market value $ 15,422,496 $16,456,068
-6-
<PAGE>
The Penn Traffic Company
401(k) Savings Plan
Notes to Financial Statements
December 31, 1996 and 1995
- --------------------------------------------------------------------------------
Under certain situations specified in the various contracts, the
issuer of the contract may elect to limit its guarantee and distribute
funds at either contract value or fair market value, whichever is
lower. These situations include premature withdrawals related to
cancellation of the contract by the Plan prior to maturity, plant
closings, layoffs, Plan termination, sponsor bankruptcy and certain
early retirement incentives.
6. BENEFIT DISTRIBUTIONS PAYABLE
At December 31, 1996 and 1995, the amount allocated to participant
accounts who have elected to withdraw from the Plan but have not yet
been paid was $1,352,000 and $1,190,000, respectively.
7. ADMINISTRATIVE COSTS
Expenses incurred by the Bank in connection with investment
transactions and payments to participants are paid by the Plan. Bank,
professional and administrative fees and other expenses of the Plan
are paid by the Company. Personnel and facilities of the Company are
used by the Plan for its accounting and other activities at no charge
to the Plan.
8. TAX STATUS
The Company received a favorable Internal Revenue Service ("IRS")
determination letter dated August 14, 1995 stating the Plan meets the
requirements of Sections 401(a) and 401(k) of the IRS code and that
the Plan is exempt from taxation under Section 501(a) of the IRS code.
Under present federal income tax laws, a participant will not be
subject to federal income taxes on the contributions by the
participant or on interest or profits on the sale of securities held
by the Plan until the participant's assets are distributed.
9. PLAN TERMINATION
The Company expressly reserves the right to terminate the Plan. In
the event of termination, all Plan objectives will be satisfied. All
unallocated assets will then be allocated to the accrued benefits of
the participants' accounts at the date of termination at which time
the participants are fully vested.
-7-
<PAGE>
The Penn Traffic Company
401(k) Savings Plan
Notes to Financial Statements
December 31, 1996 and 1995
- --------------------------------------------------------------------------------
10. TRANSACTIONS WITH PARTIES-IN-INTEREST
As of December 31, 1996 and 1995, the Plan held the following:
DECEMBER 31, 1996 DECEMBER 31, 1995
---------------------------- ------------------------------
NUMBER MARKET NUMBER MARKET
OF SHARES COST VALUE OF SHARES COST VALUE
Company common
stock 99,535 $ 2,189,603 $ 360,815 57,528 $ 1,758,328 $ 861,682
11. TRANSFER OF ASSETS INTO PLAN
On January 31, 1996, The Penn Traffic Company Insalaco Markets
Division Profit Sharing Retirement Plan (the "Insalaco Plan"), was
merged into the Plan. On that date, assets totalling $3,119,095 were
transferred into the Plan. This asset transfer is presented as an
addition to net assets in the statement of changes in net assets
available for Plan benefits for the year ended December 31, 1996.
-8-
<PAGE>
The Penn Traffic Company
401(k) Savings Plan
Notes to Financial Statements
December 31, 1996 and 1995
- --------------------------------------------------------------------------------
<TABLE>
12. NET ASSETS AVAILABLE FOR PLAN BENEFITS BY INVESTMENT FUND AT DECEMBER 31,1996
STABLE PENN TRAFFIC MAS 401(K)
INCOME ACORN COMMON EQUITY DELAWARE LOAN
FUND FUND STOCK FUND FUND FUND INSURANCE TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at market:
Cash and equivalents $1,543,901 $ 273,590 $ 10,425 $ 123,740 $ 79,232 $ 810 $ - $ 2,031,698
Mutual funds (cost of
$58,229,368) 17,093,673 30,353,310 - 11,428,001 6,331,995 - - 65,206,979
Equities (cost of
$2,189,603) - - 360,815 - - - - 360,815
Participants' loans
(cost of $5,275,135) - - - - - 5,275,135 - 5,275,135
---------- ---------- ----------- ----------- ---------- ----------- ---------- -----------
18,637,574 30,626,900 371,240 11,551,741 6,411,227 5,275,945 - 72,874,627
Investments at contract
value:
Guaranteed invest-
ment contracts 15,680,047 - - - - - - 15,680,047
---------- ---------- ----------- ----------- ---------- ----------- ---------- -----------
Total investments 34,317,621 30,626,900 371,240 11,551,741 6,411,227 5,275,945 - 88,554,674
---------- ---------- ----------- ----------- ---------- ----------- ---------- -----------
Receivables:
Accrued income 147,554 - - - 692,661 - - 840,215
Employee contribution - - - - - - - -
---------- ---------- ----------- ----------- ---------- ----------- ---------- -----------
Total receivables 147,554 - - - 692,661 - - 840,215
---------- ---------- ----------- ----------- ---------- ----------- ---------- -----------
Net assets available
for plan benefits $ 34,465,175 $30,626,900 $ 371,240 $ 11,551,741 $7,103,888 $5,275,945 $ - $89,394,889
---------- ---------- ----------- ----------- ---------- ----------- ---------- -----------
---------- ---------- ----------- ----------- ---------- ----------- ---------- -----------
</TABLE>
-9-
<PAGE>
The Penn Traffic Company
401(k) Savings Plan
Notes to Financial Statements
December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
13. CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY INVESTMENT FUND FOR THE YEAR ENDED DECEMBER 31, 1996
STABLE PENN TRAFFIC MAS 401(K)
INCOME ACORN COMMON EQUITY DELAWARE LOAN
FUND FUND STOCK FUND FUND FUND INSURANCE TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Interest and dividends $ 1,937,936 $ 2,879,610 $ - $ 2,001,059 $ 822,603 $ - $ - $ 7,641,208
Net appreciation (depreciation)
in market value of investments 174,464 2,213,127 (932,143) (195,500) (8,832) - - 1,251,116
Net gain on sale of investments 21,284 277,309 - - 14,571 - - 313,164
---------- ------------ ----------- ----------- ---------- ----------- ------- -----------
Total investment income 2,133,684 5,370,046 (932,143) 1,805,559 828,342 - - 9,205,488
Participant contributions 3,519,872 3,741,334 252,372 1,548,514 1,125,232 - 79,624 10,266,948
Transfer of assets from The
Penn Traffic Company Insalaco
Division Profit Sharing Retire-
ment Plan (Note 11) 2,680,156 175,068 10,491 85,912 156,276 11,192 - 3,119,095
Loan activity 1,087,509 846,877 58,925 289,699 169,464 (2,452,474) - -
Fund transfer activity (2,547,416) 452,628 162,983 1,374,149 557,656 - - -
---------- ------------ ----------- ----------- ---------- ----------- ------- -----------
Total additions 6,873,805 10,585,953 (447,372) 5,103,833 2,836,970 (2,441,282) 79,624 22,591,531
---------- ------------ ----------- ----------- ---------- ----------- ------- -----------
Payments to participants (3,074,550) (1,998,218) (38,303) (662,442) (314,396) (347,233) - (6,435,142)
Payment of individual insur-
ance contract premiums - - - - - - (79,624) (79,624)
Administrative expenses (24,998) (22,188) (268) (8,367) (5,149) - - (60,970)
Loans to participants (1,946,662) (1,086,375) (11,410) (346,825) (241,348) 3,632,620 - -
---------- ------------ ----------- ----------- ---------- ----------- ------- -----------
Total deductions (5,046,210) (3,106,781) (49,981) (1,017,634) (560,893) 3,285,387 (79,624)(6,575,736)
---------- ------------ ----------- ----------- ---------- ----------- ------- -----------
Net increase 1,827,595 7,479,172 (497,353) 4,086,199 2,276,077 844,105 - 16,015,795
Net assets available for
plan benefits
Beginning of year 32,637,580 23,147,728 868,593 7,465,542 4,827,811 4,431,840 - 73,379,094
---------- ------------ ----------- ----------- ---------- ----------- ------- -----------
End of year $ 34,465,175 $ 30,626,900 $ 371,240 $11,551,741 $7,103,888 $5,275,945 $ - $89,394,889
---------- ------------ ----------- ----------- ---------- ----------- ------- -----------
---------- ------------ ----------- ----------- ---------- ----------- ------- -----------
</TABLE>
-10-
<PAGE>
The Penn Traffic Company
401(k) Savings Plan
Notes to Financial Statements
December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
14. NET ASSETS AVAILABLE FOR PLAN BENEFITS BY INVESTMENT FUND AT DECEMBER 31,1995
STABLE PENN TRAFFIC MAS 401(K)
INCOME ACORN COMMON EQUITY DELAWARE LOAN
FUND FUND STOCK FUND FUND FUND INSURANCE TOTAL
---------- ------------ ----------- ----------- ---------- ----------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments at market:
Cash and equivalents $ 412,477 $ - $ - $ - $ - $ - $ - $ 412,477
Mutual funds (cost of
$44,354,512) 14,170,983 23,083,026 - 7,443,609 4,511,894 - - 49,209,512
Equities (cost of
$1,758,328) - - 862,920 - - - - 862,920
Participants' loans
(cost of $4,431,840) - - - - - 4,431,840 - 4,431,840
---------- ------------ ----------- ----------- ---------- ----------- ------- -----------
14,583,460 23,083,026 862,920 7,443,609 4,511,894 4,431,840 - 54,916,749
Investments at contract value:
Guaranteed invest-
ment contracts 17,780,522 - - - - - - 17,780,522
---------- ------------ ----------- ----------- ---------- ----------- ------- -----------
Total investments 32,363,982 23,083,026 862,920 7,443,609 4,511,894 4,431,840 - 72,697,271
---------- ------------ ----------- ----------- ---------- ----------- ------- -----------
Receivables:
Accrued income 208,628 - - - 299,432 - - 508,060
Employee contribution 64,970 64,702 5,673 21,933 16,485 - - 173,763
---------- ------------ ----------- ----------- ---------- ----------- ------- -----------
Total receivables 273,598 64,702 5,673 21,933 315,917 - - 681,823
---------- ------------ ----------- ----------- ---------- ----------- ------- -----------
Net assets available for
plan benefits $ 32,637,580 $ 23,147,728 $ 868,593 $7,465,542 $4,827,811 $4,431,840 $ - $73,379,094
---------- ------------ ----------- ----------- ---------- ----------- ------- -----------
---------- ------------ ----------- ----------- ---------- ----------- ------- -----------
</TABLE>
-11-
<PAGE>
The Penn Traffic Company
401(k) Savings Plan
Notes to Financial Statements
December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
15. CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY INVESTMENT FUND FOR THE YEAR ENDED DECEMBER 31, 1995
STABLE PENN TRAFFIC MAS 401(K)
INCOME ACORN COMMON EQUITY DELAWARE LOAN
FUND FUND STOCK FUND FUND FUND INSURANCE TOTAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Interest and dividends $ 2,245,788 $ 1,829,127 $ - $715,857 $ 391,109 $ - $ - $5,181,881
Net appreciation (deprecia-
tion) in market value of
investments 827,451 1,899,905 (1,034,403) 871,576 518,869 - - 3,083,398
Net gain on sale of
investments - 130,135 - 550 1,406 - - 132,091
---------- ---------- ------------- --------- ---------- ---------- --------- ----------
Total investment income 3,073,239 3,859,167 (1,034,403) 1,587,983 911,384 - - 8,397,370
Participant contributions 3,652,137 3,679,211 425,969 1,061,593 862,392 - 89,432 9,770,734
Loan activity 897,082 657,426 73,560 167,792 91,493 (1,887,353) - -
Fund transfer activity 230,170 (1,055,976) 37,374 651,140 137,292 - - -
---------- ---------- ------------- --------- ---------- ---------- --------- ----------
Total additions 7,852,628 7,139,828 (497,500) 3,468,508 2,002,561 (1,887,353) 89,432 18,168,104
---------- ---------- ------------- --------- ---------- ---------- --------- ----------
Payments to participants (2,725,464)(1,023,665) (66,133) (297,276) (292,668) (140,553) - (4,545,759)
Payment of individual
insurance contract
premiums - - - - - - (89,432) (89,432)
Administrative expenses (21,324) (14,702) (1,359) (5,907) (4,598) - - (47,890)
Loans to participants (1,510,721) (859,692) (78,646) (237,207) (116,979) 2,803,245 - -
---------- ---------- ------------- --------- ---------- ---------- --------- --------
Total deductions (4,257,509)(1,898,059) (146,138) (540,390) (414,245) 2,662,692(89,432)(4,683,081)
---------- ---------- ------------- --------- ---------- ---------- --------- --------
Net increase 3,595,119 5,241,769 (643,638) 2,928,118 1,588,316 775,339 - 13,485,023
Net assets available for
plan benefits:
Beginning of year 29,042,461 17,905,959 1,512,231 4,537,424 3,239,495 3,656,501 - 59,894,071
---------- ---------- ------------- --------- ---------- ---------- --------- --------
End of year $32,637,580 $23,147,728 $ 868,593 $7,465,542 $4,827,811 $4,431,840 $ - $73,379,094
---------- ---------- ------------- --------- ---------- ---------- --------- --------
---------- ---------- ------------- --------- ---------- ---------- --------- --------
</TABLE>
-12-
<PAGE>
The Penn Traffic Company SCHEDULE I
401(k) Savings Plan
Supplemental Schedule
December 31, 1996
- --------------------------------------------------------------------------------
SCHEDULE I
SCHEDULE OF ASSETS HELD FOR INVESTMENT
<TABLE>
DECEMBER 31,
1996
----------------------
NUMBER OF FAIR
SHARES COST VALUE
<S> <C> <C>
Stable Income Fund:
2,943,988 Aetna Guaranteed Investment Contract, guaranteed effective
annual interest rate of 5.79%, maturity date of 12/31/98 $ 2,943,988 $ 2,943,988
1,184,768 Allstate Guaranteed Investment Contract, guaranteed effective
annual interest rate of 8.17%, maturity date of 12/30/99 1,184,768 1,184,768
1,357,708 Continental Assurance Co. Guaranteed Investment
Contract, guaranteed effective annual interest rate of 7.0%,
maturity date of 5/27/97 1,357,708 1,357,708
4,642,733 John Hancock Guaranteed Investment Contract, guaranteed
effective annual interest rate of 8.14%, maturity date of
12/31/99 4,642,733 4,642,733
2,922,179 ITT Hartford Guaranteed Investment Contract, guaranteed
effective annual interest rate of 5.52%, maturity date of
12/31/98 2,922,179 2,922,179
1,257,547 Pacific Mutual Guaranteed Investment Contract, guaranteed
effective annual interest rate of 6.17%, maturity date of
12/31/97 1,257,548 1,257,548
1,336,548 Principal Mutual Guaranteed Investment Contract, guaranteed
effective annual interest rate of 7.87%, maturity date of
12/31/97 1,336,548 1,336,548
34,576 Principal Mutual Guaranteed Investment Contract, guaranteed
effective annual interest rate of 6.65%, maturity date of
12/31/96 34,576 34,576
384,269 Institutional Investor Stable Asset Fund 6,474,655 6,822,693
672,132 Miller Anderson Sherrard Fixed Income Fund 7,823,505 7,897,552
230,430 Payden Rygel Global Fixed Income Fund 2,312,117 2,373,427
------------- ----------
Total Stable Income Fund 32,290,325 32,773,720
2,018,172 The Acorn Fund 24,313,239 30,353,310
491,738 Miller Anderson Sherrard Equity Fund 11,269,883 11,428,001
316,283 Delaware Balanced Fund 6,035,968 6,331,995
99,535 The Penn Traffic Company Common Stock * 2,189,603 360,815
1,501,063 Cash 1,501,063 1,501,063
530,635 Provident Federal Funds 530,635 530,635
1,791 401(k) Participant Loans 5,275,135 5,275,135
Total investments $ 83,405,851 $ 88,554,674
------------- ------------
------------- ------------
</TABLE>
* Represents Party-in-Interest investment.
-13-
<PAGE>
The Penn Traffic Company SCHEDULE II
401(k) Savings Plan
Supplemental Schedule
December 31, 1996
- --------------------------------------------------------------------------------
SCHEDULE OF REPORTABLE 5% TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
COST OF
NUMBER OF PURCHASE NUMBER OF SELLING SECURITIES NET GAIN/
PURCHASES PRICE SALES PRICE SOLD (LOSS)
<S> <C> <C> <C> <C> <C> <C>
SERIES OF TRANSACTIONS:
Acorn Mutual Fund 25 $5,887,131
Daily Income Trust -
Government IIA Fund 53 13,112,576 68 $ 13,484,717 $ 13,484,717 -
Institutional Investors
Stable Asset Fund 3 4,974,657
Miller Anderson
Sherrard Equity Fund 30 4,179,892
</TABLE>
-14-
<PAGE>
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
23.1 Consent of Independent Public Accountants
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange
Act of 1934, the Plan has duly caused this Annual Report to be signed by the
undersigned thereunto duly authorized.
THE PENN TRAFFIC COMPANY
401(k) SAVINGS PLAN
By: __________________________
Robert J. Davis
Chairman
Administrative Committee
Date: June ____, 1997
-15-
<PAGE>
EXHIBIT INDEX
The following exhibit is filed as part of the Annual Report:
EXHIBIT NUMBER DESCRIPTION PAGE NUMBER
23.1 Consent of Independent 17
Public Accountants
-16-
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-44063) of The Penn Traffic Company of our report
dated June 20, 1997, appearing on page 1 of this Form 11-K.
Price Waterhouse
- --------------------
PRICE WATERHOUSE LLP
Syracuse, New York
June 27, 1997
-17-
