<PAGE>
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 31, 1994
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)
<PAGE>
TASTY BAKING COMPANY
--------------------
THRIFT PLAN
-----------
REPORT ON AUDITS OF STATEMENTS OF
NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1994 and January 1, 1994 and related
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
for the fiscal years ended December 31, 1994, January 1, 1994
and December 26, 1992 and Supplemental Schedules as of
December 31, 1994 and for the fiscal year then ended.
<PAGE>
TASTY BAKING COMPANY THRIFT PLAN
--------------------------------
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
--------------------------------------------------------
______________
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Plan Benefits
as of December 31, 1994 and January 1, 1994 3-4
Statements of Changes in Net Assets Available for Plan
Benefits for the fiscal years ended December 31, 1994,
January 1, 1994 and December 26, 1992 5-7
Notes to Financial Statements 8-14
Supplemental Schedules:
Assets Held for Investment Purposes at December 31, 1994 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 31, 1994 27(d)*
* Refers to item numbers in Form 5500 (Annual Return/
Report of Employee Benefit Plan) for plan year ended
December 31, 1994, which material is incorporated
herein by reference.
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Tasty Baking Company
Board of Directors:
We have audited the financial statements and supplemental schedules of
the Tasty Baking Company Thrift Plan as listed in the accompanying index on page
1. These financial statements and supplemental schedules 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 31, 1994 and January 1, 1994, and the changes in net assets
available for plan benefits for each of the three fiscal years in the period
ended December 31, 1994 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, PA
April 7, 1995
-2-
<PAGE>
TASTY BAKING COMPANY THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1994
---------------------
<TABLE>
<CAPTION>
Employer Contributions Employee Contributions
--------------------------------- ----------------------
Tasty Baking PrimeSource Tasty Baking
Company Corporation Company
Total Common Stock Common Stock Common Stock
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Investments at current value:
Tasty Baking Company, Common Stock:
Shares Cost
------ ----
395,702 $3,526,158 $5,193,589 $5,193,589
31,216 $273,200 409,710 $409,710
PrimeSource Corporation, Common Stock:
Shares Cost
------ ----
221,143 $1,742,315 2,100,858 $2,100,858
16,371 $119,963 155,525
Various Guaranteed Investment Contracts
(cost $4,746,766) 4,746,766
Equitable Life Assurance Society of the
United States - Common Stock Account
(cost $730,998) 1,262,024
Money Market (cost $4,596,115) 4,596,115 36,399 5,384
---------- --------- --------- -------
Net assets available for plan benefits $18,464,587 $5,229,988 $2,100,858 $415,094
========== ========= ========= =======
<CAPTION>
Employee Contributions
------------------------------------------------------------------------
Various Equitable Life
PrimeSource Guaranteed Assurance Society
Corporation Investment of the United States
Common Stock Contracts Common Stock Account
------------ ---------- ---------------------
<S> <C> <C> <C>
Investments at current value:
Tasty Baking Company, Common Stock:
Shares Cost
------ ----
395,702 $3,526,158
31,216 $273,200
PrimeSource Corporation, Common Stock:
Shares Cost
------ ----
221,143 $1,742,315 $155,525
16,371 $119,963
Various Guaranteed Investment Contracts
(cost $4,746,766) $4,746,766
Equitable Life Assurance Society of the
United States - Common Stock Account
(cost $730,998) $1,262,024
Money Market (cost $4,596,115) 4,544,219 10,113
------- --------- ---------
Net assets available for plan benefits $155,525 $9,290,985 $1,272,137
======= ========= =========
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE>
TASTY BAKING COMPANY THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
JANUARY 1, 1994
-------------------
<TABLE>
<CAPTION>
Employer Contributions Employee Contributions
------------------------------- ----------------------
Tasty Baking PrimeSource Tasty Baking
Company Corporation Company
Total Common Stock Common Stock Common Stock
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Investments at current value:
Tasty Baking Company, Common Stock:
Shares Cost
------ ----
519,324 $4,337,392 $6,491,550 $6,491,550
32,928 $251,856 411,600 $411,600
PrimeSource Corporation Common Stock:
Shares Cost
------ ----
331,846 $2,697,861 3,650,306 $3,650,306
21,364 $159,919 235,004
Various Guaranteed Investment Contracts
(cost $9,104,225) 9,104,225
Equitable Life Assurance Society of the
United States - Common Stock Account
(cost $672,512) 1,304,518
Contributions receivable:
Employers 32,877 32,877
Participating employees 109,181 4,105
Money Market (cost $1,448,643) 1,448,643 29,205 26,624
---------- --------- --------- -------
Net assets available for plan benefits $22,787,904 $6,553,632 $3,650,306 $442,329
========== ========= ========= =======
<CAPTION>
Employee Contributions
------------------------------------------------------------------
Various Equitable Life
PrimeSource Guaranteed Assurance Society
Corporation Investment of the United States
Common Stock Contracts Common Stock Account
------------ ----------- --------------------
<S> <C> <C> <C>
Investments at current value:
Tasty Baking Company, Common Stock:
Shares Cost
------ ----
519,324 $ 4,337,392
32,928 $251,856
PrimeSource Corporation Common Stock:
Shares Cost
------ ----
331,846 $ 2,697,861 $235,004
21,364 $159,919
Various Guaranteed Investment Contracts
(cost $9,104,225) $9,104,225
Equitable Life Assurance Society of the
United States - Common Stock Account
(cost $672,512) $1,304,518
Contributions receivable:
Employers
Participating employees 87,628 17,448
Money Market (cost $1,448,643) 920,382 472,432
------- ---------- ---------
Net assets available for plan benefits $235,004 $10,112,235 $1,794,398
======= ========== =========
</TABLE>
See accompanying notes to financial statements.
-4-
<PAGE>
TASTY BAKING COMPANY THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
_____________________________
<TABLE>
<CAPTION>
Employer Contributions Employee Contributions
-------------------------- ------------------------------------------------------------
Various Equitable Life
Tasty Baking PrimeSource Tasty Baking PrimeSource Guaranteed Assurance Society
Company Corporation Company Corporation Investment of the United States
Total Common Stock Common Stock Common Stock Common Stock Contracts Common Stock Account
------------ ------------ ------------ ------------ ------------ ---------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C>
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
========== ========== ========== ======= ======= ========== =========
</TABLE>
(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.
-5-
<PAGE>
TASTY BAKING COMPANY THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE FISCAL YEAR ENDED JANUARY 1, 1994
<TABLE>
<CAPTION>
Employer Contributions Employee Contributions
-------------------------- ------------------------------------------------------------
Various Equitable Life
Tasty Baking PrimeSource Tasty Baking PrimeSource Guaranteed Assurance Society
Company Corporation Company Corporation Investment of the United States
Total Common Stock Common Stock Common Stock Common Stock Contracts Common Stock Account
------------ ------------ ------------ ------------ ------------ ---------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C>
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:
Employers 431,757 431,757
Participating employees 1,497,792 54,937 1,207,273 235,582
---------- --------- --------- ------- -------- ---------- ---------
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
plan benefits 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
========== ========= ========= ======= ======== ========== =========
</TABLE>
(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.
See accompanying notes to financial statements.
-6-
<PAGE>
TASTY BAKING COMPANY THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE FISCAL YEAR ENDED DECEMBER 26, 1992
<TABLE>
<CAPTION>
Employer
Contributions Employee Contributions
------------- ---------------------------------------------
Various Equitable Life
Tasty Baking Tasty Baking Guaranteed Assurance Society
Company Company Investment of the United States
Total Common Stock Common Stock Contracts Common Stock Account
----------- ------------ ------------ ---------- --------------------
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Cash dividends $ 249,019 $ 225,136 $ 23,883
Interest 597,272 2,076 232 $ 594,715 $ 249
Other 13,710 13,710
Transfers 31,660 (31,660)
Net appreciation (depreciation)
of investments 195,740 180,731 20,060 (5,051)
Contributions:
Employer 432,486 432,486
Participating employees 1,424,119 53,955 1,187,856 182,308
---------- --------- ------- --------- ---------
2,912,346 840,429 98,130 1,814,231 159,556
Deductions:
Distribution to participants 825,246 187,044 25,984 395,916 216,302
---------- --------- ------- --------- ---------
Net increase (decrease) in net assets
available for plan benefits 2,087,100 653,385 72,146 1,418,315 (56,746)
Net assets available for plan benefits:
December 28, 1991 14,028,607 4,794,934 506,664 7,418,576 1,308,433
---------- --------- ------- --------- ---------
December 26, 1992 $16,115,707 $5,448,319 $578,810 $8,836,891 $1,251,687
========== ========= ======= ========= =========
</TABLE>
See accompanying notes to the financial statements.
-7-
<PAGE>
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.
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 years ended January 1, 1994 and December 26, 1992, 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 the current
year to the P&J 401(k) Savings Plan (See Note 7).
Accounting Period:
-----------------
The Plan operates under a 52-53 week fiscal year.
-8-
<PAGE>
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 various Guaranteed Investment
Contracts, which are managed by Capitoline Investment Services, Inc., are
backed by major insurance companies. The current value of the contracts is
equivalent to cost (see Note 4). The current value of the Equitable Common
Stock Account (pooled separate account) is based on the net asset value per
share of the Common Stock Account as determined by Equitable Life Assurance
Society of the United States (Equitable) as of the end of the Plan year.
Contributions:
-------------
Under the Plan, employee contributions consist of basic contributions of up
to $450 annually and supplemental contributions of up to 9% 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 Guaranteed Investment Contracts,
and units of the Equitable Common Stock Account 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.
-9-
<PAGE>
3. Investment Program:
------------------
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 957, 1,134 and 1,076 employee participants at December 31,
1994, January 1, 1994 and December 26, 1992, respectively. The number of
employee participants under each investment program at December 31, 1994,
January 1, 1994 and December 26, 1992 was as follows:
<TABLE>
<CAPTION>
No. of Employees*
-----------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Equitable Life Assurance Society
of the United States:
Common Stock Account 258 325 287
Tasty Baking Company Common Stock 246 303 294
PrimeSource Corporation
Common Stock 246 303 -
Guaranteed Investment Contract 811 975 973
</TABLE>
*Employees may participate in more than one 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 will continue to be
invested in Tasty Baking Company common stock and participants may choose
from a selection of investment options for their contributions.
-10-
<PAGE>
4. Guaranteed Investment Contracts as of December 31, 1994
and January 1, 1994 consist of the following:
--------------------------------------------
<TABLE>
<CAPTION>
1994 1993
Current Value Current Value
------------- -------------
<S> <C> <C>
General American Life Insurance Company
3.45% (reset monthly; one month notice
for maturity - $1,067,312
Nationwide Life Insurance Company
6.13% (reset quarterly; six month notice
for maturity) $1,159,749 1,100,395
Life Insurance Company of Virginia
7.58 % (reset monthly; six month notice
for maturity) 1,107,565 1,045,008
Hartford Life Insurance Company
4.74% (reset semiannually) - 1,126,347
Peoples Security Insurance Company
7.54% (reset monthly; twelve month notice
for maturity) 1,133,747 1,067,870
Lincoln National Life Insurance Company
8.56 % due 12/29/95 - 1,188,651
Sun Life Insurance Company of America
8.60 % due 6/28/94 - 636,030
Sun Life Insurance Company of America
8.60% due 12/28/94 - 636,031
Protective Life Insurance Company
8.85% due 6/28/96 1,345,705 1,236,581
--------- ----------
$4,746,766 $9,104,225
========= =========
</TABLE>
-11-
<PAGE>
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 and Forfeitures:
---------------------------
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.
-12-
<PAGE>
8. Withdrawals and Forfeitures: (Continued)
---------------------------
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 February 8, 1994, distributions, which were pending from the previous
year, were made from participants' account balances amounting to $251,366
($338,811 at market). Of this amount, $76,978 related to terminations from
the Plan and $174,388 related to partial withdrawals by employees still
participating in the Plan. In addition, distributions from transferred ESOP
assets were made on February 1, 1994 as detailed in Note 5. Distributions
from the asset transfer to the P&J 401(k) Savings Plan were made on
February 11, 1994 as detailed in Note 7.
At December 31, 1994, distributions were pending 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.
9. Contributions:
--------------
The following is a schedule of employer and participating employee
contributions:
<TABLE>
<CAPTION>
Tasty Baking
Year Ended Total Company P&J
---------- ----- ------------ ---
<S> <C> <C> <C>
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
========= ========= =======
December 26, 1992
-----------------
Employer $ 432,486 $ 374,389 $ 58,097
Employee 1,424,119 1,167,539 256,580
--------- --------- -------
Total $1,856,605 $1,541,928 $314,677
========= ========= =======
</TABLE>
-13-
<PAGE>
10. Federal Income Taxes:
--------------------
The United States Treasury has determined that the Plan, including all
amendments constitutes 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).
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-
<PAGE>
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AT DECEMBER 31, 1994 PURSUANT
TO ITEM 27(a) ANNUAL RETURN/REPORT OF
EMPLOYEE BENEFIT PLAN FORM 5500
<PAGE>
TASTY BAKING COMPANY THRIFT PLAN
Assets Held for Investment Purposes
December 31, 1994
__________________________
<TABLE>
<CAPTION>
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
---------------------------- ------------------------------ ----------- -----------
<S> <C> <C> <C>
Tasty Baking Company Common Stock $ 3,799,358 $5,603,299
PrimeSource Corporation Common Stock 1,862,278 2,256,383
---------- ----------
Subtotal - Common Stock 5,661,636 7,859,682
---------- ----------
Nationwide Life Insurance Company Guaranteed Investment Contract
6.13% (six month notice for maturity) 1,159,749 1,159,749
The Life Insurance Company
of Virginia Guaranteed Investment Contract
7.58% (six month notice for maturity) 1,107,565 1,107,565
Peoples Security Insurance Company Guaranteed Investment Contract
7.54% (twelve month notice for maturity) 1,133,747 1,133,747
Protective Life Insurance Company Guaranteed Investment Contract
8.85% 6/28/96 1,345,705 1,345,705
---------- ----------
Subtotal - Guaranteed
Investment Contracts 4,746,766 4,746,766
---------- ----------
Equitable Life Assurance Society
of the United States Common Stock Account 730,998 1,262,024
---------- ----------
Meridian Asset Management, Inc. Money Market 4,596,115 4,596,115
---------- ----------
Total $15,735,515 $18,464,587
========== ==========
</TABLE>
<PAGE>
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 31, 1994 PURSUANT TO ITEM 27(d)
ANNUAL RETURN/REPORT OF EMPLOYEE BENEFIT PLAN FORM 5500
<PAGE>
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 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
b. Description of
Asset (Include f. Curent Value
a. Identity Interest Rate of Asset on
of Party and Maturity in c. Purchase d. Selling e. Cost of Transaction
Involved Case of a Loan) Price Price Asset Date g. Net Gain
-------- --------------- -------- ------- ------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Trust Various Guaranteed
Investment Contracts
(Amount matured) - $5,134,035 $5,134,035 $5,134,035 -
</TABLE>
<PAGE>
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, 1995
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statements of Tasty Baking Company on Form S-8 (File No. 33-18904) of our report
dated April 7, 1995, on our audits of the financial statements and supplemental
schedules of the Tasty Baking Company Thrift Plan as of December 31, 1994 and
January 1, 1994, and for the three fiscal years in the period ended December 31,
1994, 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 26, 1995
EXHIBIT 23
