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 calendar year December 31, 1996
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 BENEFITS
as of December 31, 1996 and December 30, 1995 and related
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
for the fiscal years ended December 31, 1996, December 30, 1995
and December 31, 1994 and Supplemental Schedule as of
December 31, 1996 and for the fiscal year then ended.
<PAGE>
TASTY BAKING COMPANY THRIFT PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Pages
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 1996 and December 30, 1995 3-4
Statements of Changes in Net Assets Available for
Benefits for the fiscal years ended December 31, 1996,
December 30, 1995 and December 31, 1994 5-7
Notes to Financial Statements 8-13
Supplemental Schedules:
Assets Held for Investment Purposes at December 31, 1996 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, 1996 27(d)*
* Refers to item numbers in Form 5500 (Annual Return/
Report of Employee Benefit Plan) for plan year ended
December 31, 1996, which material is incorporated
herein by reference.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Thrift Plan Committee of the
Tasty Baking Company Board of Directors:
We have audited the accompanying statements of net assets available for benefits
of Tasty Baking Company Thrift Plan as of December 31, 1996 and December 30,
1995 and the related statements of changes in net assets available for benefits
for the fiscal years ended December 31, 1996, December 30, 1995 and December 31,
1994. These financial statements are the responsibility of the Thrift Plan
Committee of the Tasty Baking Company Board of Directors (the Committee). Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the plan as of
December 31, 1996 and December 30, 1995, and the changes in net assets available
for benefits for each of the three fiscal years in the period ended December 31,
1996 in conformity with generally accepted accounting principles.
Our audits were performed 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 the purpose 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 benefits and the statement of changes in net assets available for
benefits is presented for purposes of additional analysis rather than to present
the net assets available for benefits and changes in net assets available for
benefits of each fund. The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated, in all material
respects, in relation to the basic financial statements taken as a whole.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
June 3, 1997
- 2 -
<PAGE>
TASTY BAKING COMPANY THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Total
Fair
Shares Cost Value
<S> <C> <C> <C>
Employer Contributions
Tasty Baking Company, Common Stock 403,547 $4,069,572 $5,548,772
PrimeSource Corporation, Common Stok 164,773 1,296,924 1,287,376
Dreyfus Liquid Asset Fund 3,690 3,690
---------- ----------
Total $5,370,186 $6,839,838
---------- ----------
Employee Contributions
Tasty Baking Company, Common Stock 27,669 $246,854 $380,448
PrimeSource Corporation, Common Stock 12,708 102,971 99,283
Capital Preservation Fund LaSalle
National Trust, N.A., Collective Investment Trust 8,307,432 8,307,432
Dreyfus Mutual Funds
100% U.S. Treasury Intermediate Fund 27,099.595 345,851 343,893
Disciplined Stock Fund 93,465.876 1,890,295 2,467,499
Growth & Income Fund 37,160.572 694,061 674,836
New Leaders Fund 15,827.449 612,616 644,810
S&P 500 Index Fund 29,900.363 599,103 664,594
Loans to Participants 1,162,100 1,162,100
---------- ----------
Total Employee Contributions $13,961,283 $14,744,895
---------- ----------
Net assets available for benefits $19,331,469 $21,584,733
=========== ===========
See accompanying notes to financial statements.
</TABLE>
- 3 -
<PAGE>
TASTY BAKING COMPANY THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 30, 1995
<TABLE>
<CAPTION>
Total
Fair
Shares Cost Value
Employer Contributions
<S> <C> <C> <C>
Tasty Baking Company, Common Stock 381,498 $3,680,013 $4,625,665
PrimeSource Corporation, Common Stock 185,461 1,511,507 1,020,036
----------- -----------
Total 5,191,520 5,645,701
----------- -----------
Employee Contributions
Tasty Baking Company, Common Stock 28,837 278,169 349,647
PrimeSource Corporation, Common Stock 14,917 121,694 82,043
Guaranteed Investment Contract 1,464,630 1,464,630
Capital Preservation Fund, LaSalle 6,791,692 6,791,692
National Trust, N.A., Collective Investment Trust
Dreyfus Mutual Funds:
100% U.S. Treasury Intermediate Fund 13,755.03 175,927 180,604
Disciplined Stock Fund 78,226.39 1,429,373 1,781,997
Growth & Income Fund 15,700.56 274,693 291,246
New Leaders Fund 7,372.87 266,764 275,672
S&P 500 Index Fund 10,866.35 191,085 206,461
Loans to Participants 975,091 975,091
----------- -----------
Total $11,969,118 $12,399,083
----------- -----------
Net assets available for benefits $17,160,638 $18,044,784
=========== ===========
</TABLE>
See accompanying notes to financial statements.
- 4 -
<PAGE>
TASTY BAKING COMPANY THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Employer Contributions Employee Contributions
----------------------- ------------------------------------------
TBC PrimeSource TBC PrimeSource Guaranteed
Total Common Common Common Common Investment
Stock Stock Stock Stock Contracts
<S> <C> <C> <C> <C> <C> <C>
Investment income :
Cash dividends $632,619 $214,812 $30,491 $15,420 $2,339
Interest 588,637 8,482 $62,020
Other 977 977
Intrafund transfers 0 32,737 (30,491) 2,339 (2,339)
Net appreciation (depreciation)
of investments 1,406,879 574,111 397,152 64,820 28,848
Contributions :
Employer 369,131 369,131
Participating employees 1,604,460
----------- ---------- ---------- -------- ------- ---------
Sub-total 4,602,703 1,200,250 397,152 82,579 28,848 62,020
Deductions :
Distributions to
participants 1,062,754 273,453 129,812 51,778 11,608 0
Net loans to
participants 0 0
----------- ---------- ---------- -------- ------- ---------
Total deductions 1,062,754 273,453 129,812 51,778 11,608 0
Net increase (decrease) in
net assets available
for plan benefits 3,539,949 926,797 267,340 30,801 17,240 62,020
Net assets available for plan benefits :
January 1, 1996 18,044,784 4,625,665 1,020,036 349,647 82,043 1,464,630
Transfers 0 0 0 0 0 (1,526,650)
----------- ---------- ---------- -------- ------- ---------
December 31, 1996 $21,584,733 $5,552,462 $1,287,376 $380,448 $99,283 $0
----------- ---------- ---------- -------- ------- ---------
</TABLE>
<TABLE>
<CAPTION>
Employee Contributions
---------------------------------------------------------------------------------
Dreyfus Funds
---------------------------------------------------------------------------------
Mutual Funds
--------------------------------------------------------------------
Growth
Capital Disciplined & New S&P 500
Preservation 100% US Stock Income Leaders Index Loan
Fund Treasury Fund Fund Fund Fund Balance
<S> <C> <C> <C> <C> <C> <C> <C>
Additions :
Investment income :
Cash dividends $16,853 $184,781 $93,708 $44,722 $29,493
Interest $ 423,631 $ 94,504
Other
Intrafund transfers (564,643) (7,148) 57,001 129,809 124,983 257,752
Net appreciation (depreciation)
of investments (6,811) 299,655 (32,339) 29,138 52,305
Contributions :
Employer
Participating employees 728,632 146,077 249,437 186,175 175,097 119,042
---------- -------- ---------- -------- -------- -------- ----------
Sub-total 587,620 148,971 790,874 377,353 373,940 458,592 94,504
Deductions :
Distributions to
participants 433,562 4,764 86,435 10,894 26,230 738 33,480
Net loans to
participants 164,968 (19,082) 18,937 (17,131) (21,428) (279) (125,985)
---------- -------- ---------- -------- -------- -------- ----------
Total deductions 598,530 (14,318) 105,372 (6,237) 4,802 459 (92,505)
Net increase (decrease) in
net assets available
for plan benefits (10,910) 163,289 685,502 383,590 369,138 458,133 187,009
Net assets available for plan benefits :
January 1, 1996 6,791,692 180,604 1,781,997 291,246 275,672 206,461 975,091
Transfers 1,526,650
---------- -------- ---------- -------- -------- -------- ----------
December 31, 1996 $8,307,432 $343,893 $2,467,499 $674,836 $644,810 $664,594 $1,162,100
---------- -------- ---------- -------- -------- -------- ----------
</TABLE>
See accompanying notes to financial statements.
- 5 -
<PAGE>
<TABLE>
<CAPTION>
TASTY BAKING COMPANY THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE FISCAL YEAR ENDED DECEMBER 30, 1995
Employer Contributions Employee Contributions
----------------------- ------------------------------------------------------
Equitable
TBC PrimeSource TBC PrimeSource Guaranteed Common
Total Common Common Common Common Investment Stock
Stock Stock Stock Stock Contracts Account
<S> <C> <C> <C> <C> <C> <C> <C>
Additions :
Investment income :
Cash dividends $409,867 $204,661 $73,346 $16,473 $5,698
Interest 555,809 $118,925
Other 8,230 5,698 (5,698)
Intrafund transfers 0 73,346 (73,346) (16,884) (4,805)
Net appreciation (depreciation)
of investments (812,978) (406,517) (754,951) (30,368) (57,922)
Contributions:
Employer 370,124 370,124
Participating
employees 1,553,897
----------- ---------- ---------- -------- ------- ---------- ----------
Subtotal 2,084,949 241,614 (754,951) (25,081) (62,727) 118,925
Deductions :
Distributions to
participants 2,627,323 845,937 325,871 40,366 10,755 705,192 $107,962
Net loans to
participants (122,571)
----------- ---------- ---------- -------- ------- ---------- ----------
Total deductions 2,504,752 845,937 325,871 40,366 10,755 705,192 107,962
----------- ---------- ---------- -------- ------- ---------- ----------
Net increase (decrease) in net
assets available for
plan benefits (419,803) (604,323) (1,080,822) (65,447) (73,482) (586,267) (107,962)
Net assets available for plan benefits:
January 1, 1995 18,464,587 5,229,988 2,100,858 415,094 155,525 9,290,985 1,272,137
Transfers 0 0 0 0 0 (7,240,088) (1,164,175)
----------- ---------- ---------- -------- ------- ---------- ----------
December 30, 1995 $18,044,784 $4,625,665 $1,020,036 $349,647 $82,043 $1,464,630 $0
----------- ---------- ---------- -------- ------- ---------- ----------
</TABLE>
<TABLE>
<CAPTION>
Employee Contributions
---------------------------------------------------------------------------------
Dreyfus Funds
---------------------------------------------------------------------------------
Mutual Funds
--------------------------------------------------------------------
Growth
Capital Disciplined & New Peoples
Preservation 100% US Stock Income Leaders Index Loan
Fund Treasury Fund Fund Fund Fund Balance
<S> <C> <C> <C> <C> <C> <C> <C>
Additions :
Investment income :
Cash dividends $5,619 $65,756 $11,569 $21,138 $5,607
Interest $401,873 $35,011
Other 4,115 4,115
Intrafund transfers (387,840) 26,645 104,915 84,674 95,113 98,182
Net appreciation (depreciation)
of investments 4,945 384,317 18,108 12,550 16,860
Contributions :
Employer
Participating
employees 762,306 147,002 216,234 179,968 157,843 90,544
---------- -------- ---------- -------- -------- -------- --------
Subtotal 776,339 184,211 775,337 294,319 290,759 211,193 35,011
Deductions :
Distributions to
participants 546,813 778 19,062 953 1,059 747 21,828
Net loans to
participants 677,922 2,829 138,453 2,120 14,028 3,985 (961,908)
---------- -------- ---------- -------- -------- -------- --------
Total deductions 1,224,735 3,607 157,515 3,073 15,087 4,732 (940,080)
---------- -------- ---------- -------- -------- -------- --------
Net increase (decrease) in net
assets available for
plan benefits (448,396) 180,604 617,822 291,246 275,672 206,461 975,091
Net assets available for plan benefits :
January 1, 1995
Transfers 7,240,088 1,164,175
---------- -------- ---------- -------- -------- -------- --------
December 30, 1995 $6,791,692 $180,604 $1,781,997 $291,246 $275,672 $206,461 $975,091
---------- -------- ---------- -------- -------- -------- --------
</TABLE>
See accompanying notes to financial statements.
- 6 -
<PAGE>
TASTY BAKING COMPANY THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Employer Contributions Employee Contributions
Equitable Life
Various Assurance
Tasty Baking PrimeSource Tasty Baking PrimeSource Guaranteed Society of the
Company Corporation Company Corporation Investment United States
Total Common Stock Common Stock Common Stock Common Stock Contracts Common Stock
Account
<S> <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.
- 7 -
<PAGE>
TASTY BAKING COMPANY THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
1. General Description of Plan:
The Tasty Baking Company 401(k)/Thrift Plan (the Plan) is a defined
contribution plan under which all employees of Tasty Baking Company who
meet certain service requirements are eligible to participate.
For allocations, benefits and vesting provisions as well as any other
questions, Plan participants should refer to the Plan document.
While Tasty Baking Company has not expressed any intent to discontinue
the Plan, it is free to do so at any time, subject to penalties set
forth in the Employee Retirement Income Security Act of 1974 (ERISA). In
the event such discontinuance resulted in the termination of the Plan,
the net assets of the Plan would be distributed to Plan participants and
beneficiaries in proportion to their respective account balances.
Effective January 1, 1995, the Company amended the Plan by adopting an
IRC Section 401(k) prototype plan sponsored by the Dreyfus Corporation.
Under the Plan, as amended, the Company's contributions continued to be
invested in Tasty Baking Company common stock while participants may
choose from a selection of mutual fund options offered by the Dreyfus
Corporation for their contributions.
The Plan allows participants to obtain loans at a minimum amount of
$500. In addition to other loan requirements, the unpaid balance from
all loans outstanding to a participant from the Plan shall not exceed
50% of the vested balance of the participant's account or $50,000,
whichever is less. Loans bear interest at amounts determined by the
administrator. The rate at December 31, 1996 and 1995 was 9.25% and
9.75%, respectively. Loans are repayable in equal installments through
payroll deductions and are collateralized by 50% of participant's vested
account balance.
On August 1, 1993, Tasty Baking Company (TBC) distributed in the form of
a tax-free dividend to its shareholders all of the issued and
outstanding common stock of its wholly-owned subsidiary, Phillips &
Jacobs, Incorporated (P&J). Each shareholder of record of TBC common
stock was entitled to receive two (2) shares of P&J common stock for
each three (3) shares of TBC common stock then held. As a result of the
distribution, each company operates as an independently publicly traded
company. Subsequently, on September 1, 1994, P&J shareholders approved
the merger of P&J and Momentum Corporation. As a result of this
transaction, in which Momentum merged into P&J, the name was changed to
PrimeSource Corporation.
During Plan year ended January 1, 1994, eligible employees of P&J
participated in the Plan. Effective January 1, 1994, all P&J
participants were terminated from the Plan as a result of the spin-off
of P&J in 1993. A transfer of their Plan assets was made in 1994 to the
P&J 401(k) Savings Plan (See Note 6).
Accounting Period:
The Plan operates under a 52 week calendar year.
- 8 -
<PAGE>
2. Summary of Significant Accounting Policies:
Investment Valuation:
Investments are stated at fair 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 NYSE and NASDAQ exchanges, respectively,
on the last day of trading of the Plan year.
The investment in Mutual Funds are represented by unit shares which are
valued at respective fund's net asset value as publicly reported by the
fund's respective investment department. The Guaranteed Investment
Contract is reported at contract value which is equivalent to its fair
value. The Capital Preservation Fund, a money market fund, is reported
at fair value which is equivalent to cost.
Contributions:
Under the Plan, employee contributions consist of basic contributions of
up to $450 annually and supplemental contributions of up to 12% of an
employee's annual base salary. The Company's contribution (employer
portion) is equal to an amount not to exceed the lesser of $450 or 100%
of the basic contributions made by each employee. Employee contributions
are accrued based on payroll deductions authorized by the employees.
Payment of Benefits:
Benefits are recorded when paid.
Other:
Purchases and sales of investments in Tasty Baking Company common stock,
PrimeSource Corporation common stock, the Capital Preseservation Fund,
the Dreyfus Mutual Funds and the Guaranteed Investment Contracts are
reflected on a trade-date basis. Gains and losses realized are based
principally on specific identification. Plan investments are sold to
satisfy participant withdrawal requests and, therefore, resultant gains
or losses are recorded as withdrawals are made.
Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded as earned on an accrual basis.
The Plan presents in the Statement of Changes in Net Assets Available
for Benefits the net appreciation (depreciation) in the fair value of
its investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make significant
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from
those estimates.
- 9 -
<PAGE>
2. Summary of Significant Accounting Policies: (Continued)
Risks and Uncertainties:
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds and other
investment securities. Investment securities are exposed to various
risks, such as interest rate, market and credit. Due to the level of
risk associated with certain investment securities and the level of
uncertainty related to changes in the value of investment securities, it
is at least reasonably possible that changes in risks in the near term
would materially affect participants' account balances and the amounts
reported in the statement of net assets available for benefits and the
statement of changes in net assets available for benefits.
3. Investment Program:
Effective January 1, 1995, the Company amended the Plan by adopting an
IRC Section 401(k) prototype plan sponsored by the Dreyfus Corporation.
Under the Plan, as amended, the Company's contributions continued to be
invested in Tasty Baking Company common stock and participants may
choose from a selection of investment options for their contributions.
The investment alternatives include: Capital Preservation Fund, Dreyfus
100% U.S. Treasury Intermediate Term Fund, Dreyfus Disciplined Stock
Fund, Dreyfus Growth and Income Fund, Inc., Dreyfus New Leaders Fund,
Inc. and Dreyfus S&P 500 Index Fund. Participants may change the
investment mix of their ongoing and/or existing invested account
balances as often as three (3) times each calendar quarter. They may
sell any shares of Tasty Baking Company or PrimeSource Corporation stock
in their employee account and invest the proceeds in any other
investment funds offered. In addition, participants may sell shares of
PrimeSource Corporation stock invested in their employer account and
then purchase Tasty Baking Company shares with the proceeds.
Prior to January 1, 1995, participants elected to have a portion of
their contributions used to purchase various combinations of Tasty
Baking Company common stock (maximum election 50% of basic
contributions), interest in the various Guaranteed Investment Contracts
(maximum election 100%), and interest in the Equitable Common Stock
Account (maximum election 50%). In addition, the Plan has purchased
Tasty Baking Company common stock in private, unsolicited transactions
at prevailing market prices.
The Plan had 1,050, 981 and 957 employee participants at December 31,
1996, December 30, 1995 and December 31, 1994, respectively. The number
of employee participants under each investment program at December 31,
1996, December 30, 1995 and December 31, 1994 was as follows:
- 10 -
<PAGE>
3. Investment Program: (Continued)
<TABLE>
<CAPTION>
No. of Employees*
1996 1995 1994
----------------------------------------
<S> <C> <C> <C>
Equitable Life Assurance Society
of the United States Common
Stock Account - -- 258
Tasty Baking Company Common Stock - -- 246
PrimeSource Corporation
Common Stock - -- 246
Guaranteed Investment Contracts - 858 811
Capital Preservation Fund 825 858 --
100% U.S. Treasury Intermediate
Term Fund 229 222 --
Disciplined Stock Fund 475 453 --
Growth & Income Fund 322 288 --
New Leaders Fund 286 247 --
S&P 500 Index 219 170 --
</TABLE>
*Employees may participate in more than one program.
4. Guaranteed Investment Contracts as of December 31, 1996
and December 30, 1995 consist of the following:
<TABLE>
<CAPTION>
1996 1995
Current Value Current Value
<S> <C> <C>
Protective Life Insurance Company
8.85% due 6/28/96 - 1,464,630
--------- ---------
$ - $1,464,630
========= =========
</TABLE>
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. 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.
- 11 -
<PAGE>
7. Withdrawals:
Participants who terminate from the Plan can elect to have distributed
to them the full value in their respective accounts which includes their
contributions (including supplemental contributions) and 100% of the
employer contributions made on their behalf.
Active participants may withdraw their monies saved up through 1987
twice a year without cause. All monies saved may be withdrawn (pre-1987
funds first) at any time but only for a hardship withdrawal as defined
by IRS regulations. Once an active participant has been a Plan
participant for five years, company contributions can be withdrawn on
any Plan year-end date. Receipt of monies by an active participant in
this regard causes no interruption to basic and supplemental
contributions and company matching contributions are not penalized.
8. Contributions:
The following is a schedule of employer and participating employee
contributions:
<TABLE>
<CAPTION>
Tasty Baking
Year Ended Company
<S> <C>
December 31, 1996
Employer $ 369,131
Employee 1,604,460
----------
Total $1,973,591
December 30, 1995
Employer $ 370,124
Employee 1,553,897
----------
Total $1,924,021
December 31, 1994
Employer $ 367,246
Employee 1,230,230
----------
Total $1,597,476
</TABLE>
- 12 -
<PAGE>
9. Federal Income Taxes:
The United States Treasury Department determined on November 12, 1996
that the Plan, as amended and restated in effect from January 1, 1995, a
nonstandardized prototype profit sharing plan and trust sponsored by
Dreyfus Corporation constituted a qualified trust under Section 401(a)
of the Internal Revenue Code and is therefore exempt from federal income
taxes under provisions of Section 501(a).
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.
- 13 -
<PAGE>
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AT DECEMBER 31, 1996 PURSUANT
TO ITEM 27(a) ANNUAL RETURN/REPORT OF
EMPLOYEE BENEFIT PLAN FORM 5500
<PAGE>
E.I.N. 23-11
27(a)
TASTY BAKING COMPANY THRIFT PLAN
Assets Held for Investment Purposes
December 31, 1996
<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>
*Tasty Baking Company Common Stock $4,316,426 $5,929,220
PrimeSource Corporation Common Stock 1,399,895 1,386,659
----------- -----------
Subtotal - Common Stock 5,716,321 7,315,879
----------- -----------
*Dreyfus Liquid Asset Fund Tax-Exempt Mutual Fund 3,690 3,690
----------- -----------
Capital Preservation Fund, LaSaalle Collective Investment Fund 8,307,432 8,307,432
----------- -----------
National Trust, N.A
*Dreyfus 100% U. S. Treasury Mutual Fund 345,851 343,893
Intermediate Term Fund
*Dreyfus Disciplined Stock Fund Mutual Fund 1,890,295 2,467,499
*Dreyfus Growth and Income Fund Mutual Fund 694,061 674,836
*Dreyfus New Leaders Fund Mutual Fund 612,616 644,810
*Dreyfus S&P 500 Index Fund Mutual Fund 599,103 664,594
----------- -----------
Subtotal - Mutual Funds 4,141,926 4,795,632
----------- -----------
Loan to Participants 9.00% - 10.00% 1,162,100 1,162,100
----------- -----------
Total $19,331,469 $21,584,733
----------- -----------
</TABLE>
*Party-In-Interest
<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
1996 PURSUANT TO ITEM 27(d) ANNUAL RETURN/REPORT
OF EMPLOYEE BENEFIT PLAN FORM 5500
<PAGE>
E.I.N. 23
27(d)
TASTY BAKING COMPANY THRIFT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
Transactions or Series of Transactions in Excess of 5%
of the Current Value of Plan Assets
For the fiscal year ended December 31, 1996
<TABLE>
<CAPTION>
b. Description of Asset
(Include Interest Rate f. Current Value
and Maturity in Case c. Purchase d. Selling e. Cost of of Asset on g. Net
a.Identity of Party of a Loan) Price Price Asset Transaction Gain/
Invoved Date (Loss)
<S> <C> <C> <C> <C> <C> <C>
*Dreyfus Trust Company Dreyfus/Laurel Funds Inc. $691,805 $305,958 $230,883 $997,763 $75,075
*Dreyfus Trust Company Dreyfus Liquid Assets Fund 998,377 1,003,318 1,005,709 2,001,695 (2,391)
*Dreyfus Trust Company Protective Life GIC 62,021 1,526,651 1,526,651 1,588,671
*Dreyfus Trust Company Tasty Baking Company Common Stock 680,216 273,863 230,596 952,312 43,267
*LaSalle National Trust Capital Preservation Fund Serie E 3,026,376 1,510,636 1,510,636 4,537,012
*Dreyfus Trust Company Loans to Participants 563,270 376,233 376,233 939,503
</TABLE>
* Party-In-Interest
<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 11, 1997
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
Registration Statement of Tasty Baking Company and subsidiaries on Form S-8
(File No. 33- 18904) of our report dated June 3, 1997, on our audits of the
financial statements and supplemental schedules of the Tasty Baking Company
Thrift Plan as of December 31, 1996 and December 30, 1995, and for the three
fiscal years in the period ended December 31, 1996, which report is included in
this Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
June 20, 1997
