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, 1997
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, 1997 and December 31, 1996 and related
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
for the fiscal years ended December 31, 1997, December 31, 1996
and December 30, 1995 and Supplemental Schedules as of
December 31, 1997 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, 1997 and December 31, 1996 3-4
Statements of Changes in Net Assets Available for Benefits
for the fiscal years ended December 31, 1997,
December 31, 1996 and December 30, 1995 5-7
Notes to Financial Statements 8-12
Supplemental Schedules:
Assets Held for Investment Purposes at December 31, 1997 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, 1997 27(d)*
* Refers to item numbers in Form 5500 (Annual Return/ Report of
Employee Benefit Plan) for plan year ended December 31, 1997, 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, 1997 and 1996 and the
related statements of changes in net assets available for benefits for the
fiscal years ended December 31, 1997, December 31, 1996 and December 30, 1995.
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, 1997 and 1996, and the changes in net assets available for benefits
for each of the three fiscal years in the period ended December 31, 1997 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 22, 1998
-2-
<PAGE>
TASTY BAKING COMPANY THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1997
<TABLE>
<CAPTION>
Total
------------------------------------------------------------
Fair
Shares Cost Value
Employer Contributions
<S> <C> <C> <C>
Tasty Baking Company, Common Stock 506,921 $4,426,498 $9,789,916
PrimeSource Corporation, Common Stock 144,477 1,137,097 1,444,763
----------- -----------
Total $5,563,595 $11,234,679
----------- -----------
Employee Contributions
Tasty Baking Company, Common Stock 30,176 $229,710 $582,774
PrimeSource Corporation, Common Stock 10,523 88,135 105,237
Capital Preservation Fund LaSalle
National Trust, N.A., Collective Investment Trust 8,430,376 8,430,376
Dreyfus Mutual Funds
100% U.S. Treasury Intermediate Fund 36,479.232 467,657 463,286
Disciplined Stock Fund 111,371.984 2,496,649 3,465,896
Growth & Income Fund 50,755.736 944,420 893,301
New Leaders Fund 23,471.825 950,157 1,040,976
S&P 500 Index Fund 43,562.023 975,192 1,232,805
Loans to Participants 1,264,974 1,264,974
----------- -----------
Total Employee Contributions $15,847,270 $17,479,625
----------- -----------
Net assets available for benefits $21,410,865 $28,714,304
=========== ===========
</TABLE>
See accompanying notes to financial statements.
- 3 -
<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>
-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, 1997
<TABLE>
<CAPTION>
Employer Contributions Employee Contributions
----------------------- ------------------------
TBC PrimeSource TBC PrimeSource
Total Common Common Common Common
Stock Stock Stock Stock
<S> <C> <C> <C> <C> <C>
Additions:
Investment income :
Cash dividends $1,399,915 $231,176 $27,727 $14,916 $2,091
Interest 107,607 853
Rollover 50,000
Intrafund transfers (0) 27,727 (27,727) 206 (2,869)
Net appreciation (depreciation)
of investments 5,437,959 4,126,288 332,331 262,491 23,488
Contributions :
Employer 355,206 355,206
Participating employees 1,633,593 - - - -
----------- ---------- ---------- -------- -------
Sub-total 8,984,281 4,741,251 332,332 277,613 22,710
Deductions :
Distributions to
participants 1,854,710 503,797 174,945 75,287 16,756
Net loans to
participants (0) - - - -
----------- ---------- ---------- -------- -------
Total deductions 1,854,710 503,797 174,945 75,287 16,756
Net increase (decrease) in
net assets available
for plan benefits 7,129,571 4,237,454 157,387 202,326 5,954
Net assets available for plan benefits :
January 1, 1997 21,584,733 5,552,462 1,287,376 380,448 99,283
Transfers 0
----------- ---------- ---------- -------- -------
December 31, 1997 $28,714,304 $9,789,916 $1,444,763 $582,774 $105,237
----------- ---------- ---------- -------- -------
</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 $479,105 $25,228 $358,905 $150,644 $78,314 $31,810 -
Interest $106,754
Rollover 25,000 25,000
Intrafund transfers (398,642) (22,503) 133,410 3,945 91,057 195,394 -
Net appreciation (depreciation)
of investments - 8,516 435,225 (29,026) 75,038 203,607 -
Contributions :
Employer
Participating employees 660,415 137,729 290,321 196,396 190,926 157,805 -
---------- -------- ---------- -------- ---------- ---------- ----------
Sub-total 740,878 173,971 1,217,862 346,959 435,335 588,616 106,754
Deductions :
Distributions to
participants 590,016 61,746 186,894 130,441 46,203 8,317 60,307
Net loans to
participants 27,918 (7,169) 32,571 (1,946) (7,034) 12,088 (56,428)
---------- -------- ---------- -------- ---------- ---------- ----------
Total deductions 617,934 54,578 219,465 128,495 39,169 20,405 3,879
Net increase (decrease) in
net assets available
for plan benefits 122,944 119,393 998,397 218,465 396,166 568,211 102,874
Net assets available for plan benefits :
January 1, 1997 8,307,432 343,893 2,467,499 674,836 644,810 664,594 1,162,100
Transfers 0
---------- -------- ---------- -------- ---------- ---------- ----------
December 31, 1997 $8,430,376 $463,285 $3,465,896 $893,301 $1,040,976 $1,232,805 $1,264,974
---------- -------- ---------- -------- ---------- ---------- ----------
</TABLE>
See accompanying notes to financial statements.
-5-
<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.
- 6 -
<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.
-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 (TBC) 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 TBC Company common stock while participants may choose from
a selection of mutual fund options offered by the Dreyfus Corporation
for their contributions. The investment in PrimeSource common stock
resulted from a tax free dividend of two (2) shares of Phillips &
Jacobs, Incorporated (P&J) common stock for every three (3) shares of
TBC common stock when TBC spun off its wholly-owned subsidiary P&J. P&J
later merged with Momentum Corporation to form PrimeSource Corporation.
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, 1997 and 1996 was 9.5% and
9.25%, respectively. Loans are repayable in equal installments through
payroll deductions and are collateralized by 50% of participant's vested
account balance.
Accounting Period:
The Plan operates under a 52 week calendar year.
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 is 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 Capital Preservation Fund,
a money market fund, is reported at fair value, which is equivalent to
cost.
-8-
<PAGE>
2. Summary of Significant Accounting Policies: (Continued)
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 Preservation Fund and
the Dreyfus Mutual Funds 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.
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.
-9-
<PAGE>
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
(a trustee of the plan). 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 909, 931 and 981 employee participants at December 31,
1997, December 31, 1996 and December 30, 1995, respectively. The number
of employee participants under each investment program at December 31,
1997, December 31, 1996 and December 30, 1995 was as follows:
<TABLE>
<CAPTION>
No. of Employees*
1997 1996 1995
----------------------------------------
<S> <C> <C> <C>
Guaranteed Investment Contracts - - 858
Capital Preservation Fund 769 825 858
100% U.S. Treasury Intermediate
Term Fund 228 229 222
Disciplined Stock Fund 488 475 453
Growth & Income Fund 338 322 288
New Leaders Fund 312 286 247
S&P 500 Index 272 219 170
</TABLE>
*Employees may participate in more than one program.
-10-
<PAGE>
4. 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.
5. Contributions:
The following is a schedule of employer and participating employee
contributions:
Tasty Baking
Year Ended Company
December 31, 1997
Employer $ 355,206
Employee 1,633,593
----------
Total $1,988,799
==========
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
==========
-11-
<PAGE>
6. 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
non-standardized 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.
-12-
<PAGE>
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AT DECEMBER 31, 1997 PURSUANT
TO ITEM 27(a) ANNUAL RETURN/REPORT OF
EMPLOYEE BENEFIT PLAN FORM 5500
<PAGE>
E.I.N. 23-1145880/PN 002
27(a)
TASTY BAKING COMPANY THRIFT PLAN
Assets Held for Investment Purposes
December 31, 1997
<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 $4,656,208 $10,372,690
PrimeSource Corporation Common Stock 1,225,232 1,550,000
---------- ---------
Subtotal - Common Stock 5,881,440 11,922,690
---------- ----------
Capital Preservation Fund, LaSalle Collective Investment Fund 8,430,376 8,430,376
---------- ---------
National Trust, N.A.
*Dreyfus 100% U. S. Treasury Mutual Fund 467,657 463,286
Intermediate Term Fund
*Dreyfus Disciplined Stock Fund Mutual Fund 2,496,649 3,465,896
*Dreyfus Growth and Income Fund Mutual Fund 944,420 893,301
*Dreyfus New Leaders Fund Mutual Fund 950,157 1,040,976
*Dreyfus S&P 500 Index Fund Mutual Fund 975,192 1,232,805
-------- ---------
Subtotal - Mutual Funds 5,834,075 7,096,264
---------- ---------
*Loans to Participants 9.00% - 10.00% 1,264,974 1,264,974
---------- ---------
Total $21,410,865 $28,714,304
============ ===========
</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,
1997 PURSUANT TO ITEM 27(d) ANNUAL RETURN/REPORT
OF EMPLOYEE BENEFIT PLAN FORM 5500
<PAGE>
E.I.N. 23-1145880/PN002
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, 1997
<TABLE>
<CAPTION>
b. Description of Asset
(Include Interest Rate f. Expenses g.Current Value
a.Identity of and Maturity in Case c. Purchase d. Selling e. Cost of Incurred with of Asset on h.Net Gain/
Party Involved of a Loan) Price Price Asset Transactions Transaction Date (Loss)
<S> <C> <C> <C> <C> <C> <C> <C>
*Dreyfus Trust Dreyfus Liquid
Company Assets Fund $839,513 $846,893 $846,893 - $1,686,406 -
*Dreyfus Trust Tasty Baking
Company Company Common Stock 633,600 499,678 309,131 $3,904 1,133,278 $190,547
LaSalle National Capital Preservation
Trust Fund Series E 1,438,564 1,412,415 1,412,415 - 2,850,979 -
</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:
EXHIBIT 23 - Consent of Independent Accountants
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 22, 1998, on our audits of the financial statements of the
Tasty Baking Company Thrift Plan as of December 31, 1997 and December 31, 1996,
and for the three fiscal years in the period ended December 31, 1997, which
report is included in this Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
June 26, 1998
