<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, 1999
(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, NY 13209
<PAGE>
THE PENN TRAFFIC COMPANY
401(k) SAVINGS PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
<PAGE>
THE PENN TRAFFIC COMPANY
401(k) SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Accountants ....................................... 1
Financial Statements:
Statements of Net Assets Available for Benefits,
December 31, 1999 and 1998 ....................................... 2
Statements of Changes in Net Assets Available for Benefits,
Years Ended December 31, 1999 and 1998 ........................... 3
Notes to Financial Statements ....................................... 4-8
Supplemental Schedules: *
Schedule I - Schedule of Assets Held for Investment at
December 31, 1999 .............................. 9
Schedule II - Schedule of Reportable Transactions
for the Year Ended December 31, 1999............ 10
</TABLE>
* 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
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 benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of The Penn Traffic Company 401(k) Savings Plan (the "Plan") at December 31,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States. 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 auditing standards generally accepted in the
United States, 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 performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment and Reportable Transactions 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. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audit 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.
May 7, 2000
1
<PAGE>
THE PENN TRAFFIC COMPANY
401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Assets:
Investments, at fair value:
Cash and cash equivalents $ 7,657,376 $ 998,775
Fixed income funds 23,383,894 16,746,850
Equity funds 62,201,866 55,286,717
Balanced fund 9,420,743 10,733,760
Penn Traffic common stock 15,873 146,433
Participant loans 5,326,382 5,483,268
------------------- -------------------
108,006,134 89,395,803
------------------- -------------------
Investments, at contract value:
Guaranteed investment contracts - 6,815,600
------------------- -------------------
Total investments 108,006,134 96,211,403
Receivables:
Accrued income 8,055,522 8,969,608
Employee contributions 176,675 -
Employer contributions 20,917 21,149
------------------- -------------------
Total receivables 8,253,114 8,990,757
------------------- -------------------
NET ASSETS AVAILABLE FOR BENEFITS $116,259,248 $105,202,160
=================== ===================
</TABLE>
The accompanying notes are an integral part of these
financial statements.
2
<PAGE>
THE PENN TRAFFIC COMPANY
401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Additions to net assets:
Investment income:
Interest and dividends $ 7,045,716 $ 4,389,576
Realized gain on investments 10,650,627 6,832,306
Net depreciation in fair value of investments (582,929) (3,183,683)
Interest on loans to participants 443,289 607,139
------------------- -------------------
Total investment income 17,556,703 8,645,338
Participant contributions 9,773,607 9,853,737
Employer contributions 1,112,149 302,173
------------------- -------------------
Total additions 28,442,459 18,801,248
------------------- -------------------
Deductions from net assets:
Payments to participants (17,123,095) (20,882,570)
Payment of individual insurance contract premiums (42,263) (55,916)
Administrative expenses (220,013) (49,207)
------------------- -------------------
Total deductions (17,385,371) (20,987,693)
------------------- -------------------
Increase in net assets 11,057,088 (2,186,445)
Net assets available for plan benefits:
Beginning of year 105,202,160 107,388,605
------------------- -------------------
End of Year $116,259,248 $105,202,160
=================== ===================
</TABLE>
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, 1999 AND 1998
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
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, as amended, for a more
complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan established by the Company on May
29, 1987. The Plan is designed to provide benefits to all Company
employees who have attained age twenty-one and have completed at least
six months of service. Effective January 1, 1999, the length of service
requirement was amended from one year to six months. 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.
CONTRIBUTIONS
Employees in the Plan ("participants") may contribute from 1% to 15% of
gross compensation as specified in writing and may change such election
once per plan quarter. The Company makes matching contributions to each
participant account equal to 50% of the first 3% of the participant's
contribution. Participant's are 100% vested in both the Company's
matching contributions and their contributions to the Plan.
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 stocks of large blue chip
companies with similar financial characteristics and above-average
dividend yields. The other diversified equity fund, the ACORN FUND,
invests in stocks of small companies and 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, no longer offered as an investment option, consists of common stock
of the Company. 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 than $500 but not more than the
lesser of $50,000 or 50% of the participant's individual investment
account balance. The period of repayment may not exceed 30 years for home
loans or 5 years for all other loans.
4
<PAGE>
THE PENN TRAFFIC COMPANY
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN (CONTINUED)
BENEFIT PAYMENTS
Each participant is entitled to a benefit equal to 100% of the
participant's vested accrued benefit as of the valuation date upon normal
retirement or termination of employment from the Company. In the event of
the participant's death, benefits are distributed to a designated
beneficiary. Distributions of the Penn Traffic Company common stock are
made in either whole shares of the Company's common stock or in cash as
specified by the participant. A participant attaining the age of 59 1/2
has the right to withdraw all or a portion of their Plan assets. Benefits
are recorded when paid.
INVESTMENT 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.
RECLASSIFICATIONS
Certain amounts from 1998 have been reclassified for comparative
purposes.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared on the accrual basis of
accounting.
VALUATION OF INVESTMENTS
Interest and dividend income are recognized as earned and expenses are
recognized when the related obligation is incurred. Unrealized
appreciation or depreciation, and realized gains and losses, for the year
is reflected in the statement of changes in net assets available for
benefits. Investments, excluding guaranteed investment contracts, are
recorded at the closing market prices on December 31, 1999 and 1998. At
December 31, 1998, the guaranteed investment contracts were stated at
contract value, (which represents contributions made under the contracts,
plus earnings, less withdrawals and administrative expenses), because
they were fully benefit-responsive. At December 31, 1999 there were no
investments in guaranteed investment contracts.
The trustee records and reports security transactions as of the trade
date. Accordingly, there may be transactions effected but not settled as
of year end which are reported by the trustee and which are reflected in
the accompanying financial statements as amounts due from securities sold
and due for securities purchases.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts revenues
and expenses 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, 1999 AND 1998
--------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of
five funds. 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 benefits and the statement
of changes in net assets available for benefits.
ADMINISTRATIVE COSTS
Expenses incurred by the Trustee in connection with investment
transactions and payments to participants are paid by the Plan.
Professional and administrative fees and other expenses of the Plan are
also paid by the Plan. Personnel and facilities of the Company are used
by the Plan for its accounting and other activities at no charge to the
Plan.
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. For the years ended
December 31, 1999 and 1998, Plan assets included $42,263 and $55,916,
respectively, of funds to be directed toward the purchase of individual
life insurance contracts.
4. INVESTMENTS
Investments which exceed 5% of the Plan's net assets at December 31, 1999
include:
<TABLE>
<CAPTION>
FAIR
COST VALUE
<S> <C> <C>
Acorn Fund $32,281,464 $42,602,840
Delaware Fund 10,241,358 9,420,743
MAS Equity Fund 23,907,352 19,599,026
Institutional Investors Stable Asset Fund 17,558,885 20,136,343
</TABLE>
6
<PAGE>
THE PENN TRAFFIC COMPANY
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
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 Value Asset Fund at December 31, 1998. The
guaranteed investment contracts were sold during the year ended December
31, 1999.
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1999 1998
<S> <C> <C>
Average yearly yield 6.37%
Crediting interest rate 6.79%
Fair market value $ - $7,015,681
</TABLE>
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.
6. BENEFIT DISTRIBUTIONS PAYABLE
At December 31, 1999 and 1998, the amount allocated to participant
accounts who have elected to withdraw from the Plan but have not yet been
paid was approximately $2,124,000 and $3,349,000, respectively. The
$2,124,000 represents the difference in net assets available for benefits
between the Form 5500 and the audited financial statements.
7. INCOME TAX STATUS
The Internal Revenue Service determined and informed the Company by a
letter dated August 14, 1995 that the Plan and related trust meets the
requirements of Sections 401(a) and 401(k) of the Internal Revenue Code
("IRC") and that the Plan is exempt from taxation under Section 501(a) of
the IRC. The Plan has been amended subsequent to the receipt of the
latest determination letter. However, the Plan's administrator believes
that the Plan is designed and currently being operated in compliance with
the applicable requirements of the IRC.
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.
8. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company expressly
reserves the right to terminate the Plan. In the event of termination,
participants will become 100% vested in their accounts and 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 in accordance with the terms of the Plan and Section
4044 of the Employee Retirement Income Security Act of 1974 (ERISA).
7
<PAGE>
THE PENN TRAFFIC COMPANY
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
9. TRANSACTIONS WITH PARTIES-IN-INTEREST
As of December 31, 1999 and 1998, the Plan held the following:
<TABLE>
<CAPTION>
DECEMBER 31, 1999 DECEMBER 31, 1998
-------------------------------------- --------------------------------------
NUMBER OF MARKET NUMBER OF MARKET
SHARES COST VALUE SHARES COST VALUE
<S> <C> <C> <C> <C> <C> <C>
Company common stock 1,716 $ 1,777,420 $ 15,873 260,094 $ 2,683,804 $146,433
</TABLE>
10. PLAN SPONSOR
On March 1, 1999, the Company filed a petition for relief under Chapter
11 of the United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware. The petition and the disclosure
statement call for, among other things, the conversion of each 100 shares
of existing common stock to one share of new common stock upon
confirmation of the disclosure statement by the Bankruptcy Court. On June
29, 1999, the Company officially emerged from the Chapter 11 process. The
effects of the Company's bankruptcy proceeding on the Plan were to
increase administrative expenses for 1999 and reduce the value of the
Penn Traffic Company common stock held by the Plan.
8
<PAGE>
THE PENN TRAFFIC COMPANY SCHEDULE I
401(k) SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAR VALUE
OR
NUMBER OF FAIR
SHARES DESCRIPTION OF INVESTMENT COST VALUE
<S> <C> <C> <C>
957,415 Institutional Investor Stable Asset Fund $ 17,558,885 $ 20,136,343
179,731 Miller Anderson Sherrard Fixed Income Fund 2,080,247 1,957,275
132,881 Payden Rygel Global Fixed Income Fund 1,345,318 1,290,276
Cash and cash equivalents 7,468,843 7,468,843
---------------- ----------------
Total Stable Income Fund 28,453,293 30,852,737
2,299,128 Acorn Fund 32,281,464 42,602,840
1,128,001 MAS Equity Fund 23,907,352 19,599,026
500,305 Delaware Fund 10,241,358 9,420,743
1,716 The Penn Traffic Company Common Stock * 1,777,420 15,873
188,533 Cash and cash equivalents 188,533 188,533
Participant Loans (interest rates from 9.25% to 9.75%) 5,326,382 5,326,382
---------------- ----------------
Total investments $ 102,175,802 $ 108,006,134
================ ================
</TABLE>
* Denotes party-in-interest investment.
9
<PAGE>
THE PENN TRAFFIC COMPANY SCHEDULE II
401(k) SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS:*
<TABLE>
<CAPTION>
NUMBER NUMBER COST OF NET
OF PURCHASE OF SELLING INVESTMENTS GAIN/
PURCHASES PRICE SALES PRICE SOLD (LOSS)
DESCRIPTION OF INVESTMENT
<S> <C> <C> <C> <C> <C> <C>
Acorn Fund 11 $10,346,777 5 $7,490,412 $5,558,270 $1,932,142
Provident Federal Funds 264 29,480,728 291 28,484,381 28,484,381 -
</TABLE>
* As of beginning of Plan year.
10
<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: /s/ Bernadette Randall-Barber
------------------------------------
Bernadette Randall-Barber
Chairperson
Administrative Committee
Date: May 7, 2000
11
<PAGE>
EXHIBIT INDEX
The following exhibit is filed as part of the Annual Report:
Exhibit Number Description Page Number
23.1 Consent of Independent Accountants 13
12
<PAGE>
THE PENN TRAFFIC COMPANY
401(k) SAVINGS PLAN
SCHEDULE OF LOANS IN DEFAULT
-------------------------------------------------------------------------------
<PAGE>
Net Assets
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Assets:
Investments, at fair value:
Cash and cash equivalents $ 7,657,376 $ 998,775
Fixed income funds 23,383,894 16,746,850
Equity funds 62,201,866 55,286,717
Balanced fund 9,420,743 10,733,760
Penn Traffic common stock 15,873 146,433
Participant loans 5,326,382 5,483,268
------------ ------------
108,006,134 89,395,803
------------ ------------
Investments, at contract value:
Guaranteed investment contracts - 6,815,600
------------ ------------
Total investments 108,006,134 96,211,403
Receivables:
Accrued income 8,055,522 8,969,608
Employee contributions 176,675 -
Employer contributions 20,917 21,149
------------ ------------
Total receivables 8,253,114 8,990,757
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $116,259,248 $105,202,160
============ ============
</TABLE>
<PAGE>
Changes in net assets 99
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Additions to net assets:
Investment income:
Interest and dividends $ 7,045,716 $ 4,389,576
Realized gain on investments 10,650,627 6,832,306
Net depreciation in fair value of investments (582,929) (3,183,683)
Interest on loans to participants 443,289 607,139
------------ ------------
Total investment income 17,556,703 8,645,338
Participant contributions 9,773,607 9,853,737
Employer contributions 1,112,149 302,173
------------ ------------
Total additions 28,442,459 18,801,248
------------ ------------
Deductions from net assets:
Payments to participants (17,123,095) (20,882,570)
Payment of individual insurance contract premiums (42,263) (55,916)
Administrative expenses (220,013) (49,207)
------------ ------------
Total deductions (17,385,371) (20,987,693)
------------ ------------
Increase in net assets 11,057,088 (2,186,445)
Net assets available for plan benefits:
Beginning of year 105,202,160 107,388,605
------------ ------------
End of Year $116,259,248 $105,202,160
============ ============
</TABLE>
<PAGE>
Changes 99
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-----------------------------------------------------------------------------------------------
STABLE PENN TRAFFIC MAS 401(k)
INCOME ACORN COMMON EQUITY DELAWARE LOAN
FUND FUND STOCK FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest and dividends
Net appreciation (depreciation)
in fair value of investments
Interest on loans to participants
-------------- -------------- --------------- --------------- --------------- --------------
Total investment income
Participant contributions
Employer contributions
Loan activity
Fund transfer activity
-------------- -------------- --------------- --------------- --------------- --------------
Total additions
-------------- -------------- --------------- --------------- --------------- --------------
Payments to participants
Payment of individual insurance
contract premiums
Administrative expenses
Loans to participants
-------------- -------------- --------------- --------------- --------------- --------------
Total deductions
-------------- -------------- --------------- --------------- --------------- --------------
Net (decrease) increase
Net assets available for benefits
Beginning of year 30,520,463 37,700,031 158,250 19,924,948 11,415,200 5,483,268
-------------- -------------- --------------- --------------- --------------- --------------
End of year
============== ============== =============== =============== =============== ==============
<CAPTION>
INSURANCE TOTAL
<S> <C> <C>
INVESTMENT INCOME:
Interest and dividends
Net appreciation (depreciation)
in fair value of investments
Interest on loans to participants
-------------- --------------
Total investment income
Participant contributions
Employer contributions
Loan activity
Fund transfer activity
-------------- --------------
Total additions
-------------- --------------
Payments to participants
Payment of individual insurance
contract premiums
Administrative expenses
Loans to participants
-------------- --------------
Total deductions
-------------- --------------
Net (decrease) increase
Net assets available for benefits
Beginning of year - 105,202,160
-------------- --------------
End of year
============== ==============
</TABLE>
<PAGE>
Changes 98
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-----------------------------------------------------------------------------------------------
STABLE PENN TRAFFIC MAS 401(k)
INCOME ACORN COMMON EQUITY DELAWARE LOAN
FUND FUND STOCK FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest and dividends $ 1,221,691 $ 82,339 $ 614 $ 229,311 $ 181,629 $ -
Net appreciation (depreciation)
in fair value of investments 783,051 2,254,913 (1,451,358) 3,179,762 1,556,247 -
Interest on loans to participants - - - - 607,139
----------- ----------- ---------- ----------- ----------- -----------
Total investment income 2,004,742 2,337,252 (1,450,744) 3,409,073 1,737,876 607,139
Participant contributions 2,518,908 3,849,294 175,148 2,006,435 1,248,036 -
Employer contributions 65,471 119,590 4,311 70,076 42,725 -
Loan activity 1,171,447 1,256,599 79,071 532,871 268,629 (3,308,617)
Fund transfer activity (761,660) (160,262) (4,297) 356,954 569,265 -
----------- ----------- ---------- ----------- ----------- -----------
Total additions 4,998,908 7,402,473 (1,196,511) 6,375,409 3,866,531 (2,701,478)
----------- ----------- ---------- ----------- ----------- -----------
Payments to participants (7,092,466) (7,799,318) (348,117) (2,565,556) (2,376,385) (700,728)
Payment of individual insurance
contract premiums - - - - - -
Administrative expenses (13,229) (23,387) (374) (8,010) (4,207) -
Loans to participants (1,218,885) (1,173,108) (30,941) (441,977) (210,524) 3,075,435
----------- ----------- ---------- ----------- ----------- -----------
Total deductions (8,324,580) (8,995,813) (379,432) (3,015,543) (2,591,116) 2,374,707
----------- ----------- ---------- ----------- ----------- -----------
Net (decrease) increase (3,325,672) (1,593,340) (1,575,943) 3,359,866 1,275,415 (326,771)
Net assets available for benefits
Beginning of year 33,846,135 39,293,371 1,734,193 16,565,082 10,139,785 5,810,039
----------- ----------- ---------- ----------- ----------- -----------
End of year $30,520,463 $37,700,031 $ 158,250 $19,924,948 $11,415,200 $ 5,483,268
=========== =========== ========== =========== =========== ===========
<CAPTION>
INSURANCE TOTAL
<S> <C> <C>
INVESTMENT INCOME:
Interest and dividends $ - $ 1,715,584
Net appreciation (depreciation)
in fair value of investments - 6,322,615
Interest on loans to participants - 607,139
--------- ------------
Total investment income - 8,645,338
Participant contributions 55,916 9,853,737
Employer contributions - 302,173
Loan activity - -
Fund transfer activity - -
--------- ------------
Total additions 55,916 18,801,248
--------- ------------
Payments to participants - (20,882,570)
Payment of individual insurance
contract premiums (55,916) (55,916)
Administrative expenses - (49,207)
Loans to participants - -
--------- ------------
Total deductions (55,916) (20,987,693)
--------- ------------
Net (decrease) increase - (2,186,445)
Net assets available for benefits
Beginning of year - 107,388,605
--------- ------------
End of year $ - $105,202,160
========= ============
</TABLE>
<PAGE>
Note 4
<TABLE>
<CAPTION>
FAIR
COST VALUE
<S> <C> <C>
Acorn Fund $32,281,464 $42,602,840
Delaware Fund 10,241,358 9,420,743
MAS Equity Fund 23,907,352 19,599,026
Institutional Investors Stable Asset Fund 17,558,885 20,136,343
</TABLE>
<PAGE>
Note 5
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1999 1998
<S> <C> <C>
Average yearly yield 6.37%
Crediting interest rate 6.79%
Fair market value $ - $7,015,681
</TABLE>
<PAGE>
Note 15
<TABLE>
<CAPTION>
STABLE PENN TRAFFIC MAS 401(k)
INCOME ACORN COMMON EQUITY DELAWARE LOAN
FUND FUND STOCK FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at market:
Cash and equivalents $ 67,381 $ 98,263 $ - $ 47,966 $ 26,045 $ 128
Mutual funds (cost of
$68,001,561) 18,131,880 39,127,364 - 11,933,773 8,948,689 -
Equities (cost of
$2,930,792) - - 1,744,949 - - -
Participants' loans
(cost of $5,790,087) - - - - - 5,790,087
------------ ------------ ------------ ------------ ------------ ------------
18,199,261 39,225,627 1,744,949 11,981,739 8,974,734 5,790,215
Investments at contract
value:
Guaranteed investment
contracts 13,928,172 - - - - -
------------ ------------ ------------ ------------ ------------ ------------
Total investments 32,127,433 39,225,627 1,744,949 11,981,739 8,974,734 5,790,215
------------ ------------ ------------ ------------ ------------ ------------
Receivables:
Securities sold 1,341,631 - - - - -
Accrued income 325,193 - - 4,549,267 1,144,654 19,824
Employee contribution 51,878 67,744 5,456 34,076 20,397 -
------------ ------------ ------------ ------------ ------------ ------------
Total receivables 1,718,702 67,744 5,456 4,583,343 1,165,051 19,824
------------ ------------ ------------ ------------ ------------ ------------
Securities purchased - - (16,212) - - -
Net assets available
for benefits $ 33,846,135 $ 39,293,371 $ 1,734,193 $ 16,565,082 $ 10,139,785 $ 5,810,039
============ ============ ============ ============ ============ ============
<CAPTION>
INSURANCE TOTAL
<S> <C> <C>
ASSETS
Investments at market:
Cash and equivalents $ - $ 239,783
Mutual funds (cost of
$68,001,561) - 78,141,706
Equities (cost of
$2,930,792) - 1,744,949
Participants' loans
(cost of $5,790,087) - 5,790,087
--------- ------------
- 85,916,525
Investments at contract
value:
Guaranteed investment
contracts - 13,928,172
--------- ------------
Total investments - 99,844,697
--------- ------------
Receivables:
Securities sold - 1,341,631
Accrued income - 6,038,938
Employee contribution - 179,551
--------- ------------
Total receivables - 7,560,120
--------- ------------
Securities purchased - (16,212)
Net assets available
for benefits $ - $107,388,605
========= ============
</TABLE>
<PAGE>
Note 13
<TABLE>
<CAPTION>
STABLE PENN TRAFFIC MAS 401(k)
INCOME ACORN COMMON EQUITY DELAWARE LOAN
FUND FUND STOCK FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at market:
Cash and equivalents $ 259,085 $ 385,065 $ 11,817 $ 198,626 $ 138,897 $ -
Mutual funds (cost of
$ ) 16,746,851 35,565,287 - 19,721,430 10,733,760 -
Equities (cost of
$2,693,804) - - 146,433 - - -
Participants' loans
(cost of $ ) - - - - - -
----------- ----------- ----------- ----------- ----------- ---------
17,005,936 35,950,892 158,250 19,920,056 10,872,657 -
Investments at contract
value:
Guaranteed investment
contracts - - - - -
----------- ----------- ----------- ----------- ----------- ---------
Total investments 158,250
----------- ----------- ----------- ----------- ----------- ---------
Receivables:
Accrued income 1,735,981
Employee contribution 4,924 8,413 - 5,892 2,920 -
----------- ----------- ----------- ----------- ----------- ---------
Total receivables 1,740,905
----------- ----------- ----------- ----------- ----------- ---------
Net assets available
for benefits $37,691,257
=========== =========== =========== =========== =========== =========
<CAPTION>
INSURANCE TOTAL
<S> <C>
ASSETS
Investments at market:
Cash and equivalents $ -
Mutual funds (cost of
$ ) -
Equities (cost of
$2,693,804) -
Participants' loans
(cost of $ ) -
---------- ----------
-
Investments at contract
value:
Guaranteed investment
contracts -
---------- ----------
Total investments
---------- ----------
Receivables:
Accrued income
Employee contribution - 21,148
---------- ----------
Total receivables
---------- ----------
Net assets available
for benefits
========== ==========
</TABLE>
<PAGE>
Sch I
<TABLE>
<CAPTION>
PAR VALUE
OR
NUMBER OF FAIR
SHARES DESCRIPTION OF INVESTMENT COST VALUE
<S> <C> <C> <C>
957,415 Institutional Investor Stable Asset Fund $ 17,558,885 $ 20,136,343
179,731 Miller Anderson Sherrard Fixed Income Fund 2,080,247 1,957,275
132,881 Payden Rygel Global Fixed Income Fund 1,345,318 1,290,276
Cash and cash equivalents 7,468,843 7,468,843
------------- -------------
Total Stable Income Fund 28,453,293 30,852,737
2,299,128 Acorn Fund 32,281,464 42,602,840
1,128,001 MAS Equity Fund 23,907,352 19,599,026
500,305 Delaware Fund 10,241,358 9,420,743
1,716 The Penn Traffic Company Common Stock * 1,777,420 15,873
188,533 Cash and cash equivalents 188,533 188,533
Participant Loans (interest rates from 9.25% to 9.75%) 5,326,382 5,326,382
------------- -------------
Total investments $ 102,175,802 $ 108,006,134
============= =============
</TABLE>
<PAGE>
Sch II
<TABLE>
<CAPTION>
NUMBER NUMBER COST OF NET
OF PURCHASE OF SELLING INVESTMENTS GAIN/
PURCHASES PRICE SALES PRICE SOLD (LOSS)
DESCRIPTION OF INVESTMENT
<S> <C> <C> <C> <C> <C> <C>
Acorn Fund 11 $10,346,777 5 $ 7,490,412 $ 5,558,270 $1,932,142
Provident Federal Funds 264 29,480,728 291 28,484,381 28,484,381 -
</TABLE>
<PAGE>
Loans in default
<TABLE>
<CAPTION>
DETAILED DESCRIPTION
OF LOAN INCLUDING DATES
OF MAKING AND MATURITY,
INTEREST RATE, THE
TYPE AND VALUE OF
COLLATERAL, ANY RE-
PRINCIPAL INTEREST NEGOTIATION OF THE
ORIGINAL RECEIVED RECEIVED UNPAID LOAN AND TERMS OF
IDENTITY AND ADDRESS OF AMOUNT OF DURING THE DURING THE BALANCE AT THE RENEGOTIATION AND PRINCIPAL INTEREST
OBLIGATOR LOAN YEAR YEAR YEAR-END OTHER MATERIAL ITEMS OVERDUE OVERDUE
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
<PAGE>
Loan in default(a)
<TABLE>
<CAPTION>
DETAILED DESCRIPTION
OF LOAN INCLUDING DATES
OF MAKING AND MATURITY,
INTEREST RATE, THE
TYPE AND VALUE OF
COLLATERAL, ANY RE-
PRINCIPAL INTEREST NEGOTIATION OF THE
ORIGINAL RECEIVED RECEIVED UNPAID LOAN AND TERMS OF
IDENTITY AND ADDRESS OF AMOUNT OF DURING THE DURING THE BALANCE AT THE RENEGOTIATION AND PRINCIPAL INTEREST
OBLIGATOR LOAN YEAR YEAR YEAR-END OTHER MATERIAL ITEMS OVERDUE OVERDUE
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
