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, 1999
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 401 (K) 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 401 (K) THRIFT PLAN
----------------------------------------
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
-------------------------------------------------------
Pages
-----
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 1999 and December 31, 1998 3
Statements of Changes in Net Assets Available for
Benefits for the fiscal years ended December 31, 1999,
December 31, 1998 and December 31, 1997 4
Notes to Financial Statements 5-10
Supplemental Schedule:
Assets Held for Investment Purposes at end of year H, IV, 4i*
* Refers to item number in Form 5500 (Annual Return/
Report of Employee Benefit Plan) for plan year ended
December 31, 1999.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Thrift Plan Committee of the
Tasty Baking Company Board of Directors:
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Tasty Baking Company 401 (k) Thrift Plan (the "Plan") at December 31,
1999 and 1998, and the changes in net assets available for benefits for each of
the three years in the period ended December 31, 1999 in conformity with
accounting principles generally accepted in the United States. These financial
statements are the responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets Held
for Investment Purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
PRICEWATERHOUSECOOPERS LLP
Philadelphia, PA
June 1, 2000
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<PAGE>
TASTY BAKING COMPANY 401 (k) THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31,
1999 1998
----------- -----------
Assets:
Investments $27,237,115 $28,534,007
Receivables:
Securities Sold 87 74,827
----------- -----------
Total assets 27,237,202 28,608,834
----------- -----------
Liabilities:
Payables:
Securities purchased 6,137 15,296
----------- -----------
Total liabilities 6,137 15,296
----------- -----------
Net assets available for benefits $27,231,065 $28,593,538
=========== ===========
See accompanying notes to financial statements.
-3-
<PAGE>
TASTY BAKING COMPANY 401 (k) THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
For the years ended
12/31/99 12/31/98 12/31/97
------------ ------------ ------------
<S> <C> <C> <C>
Additions:
Additions to net assets attributed to:
Investment Income:
Net appreciation(depreciation) in
fair value of investments (see Note 4) $ (4,008,517) $ (1,531,825) $ 5,437,959
Cash dividends 2,717,694 1,133,478 1,399,915
Interest 112,311 113,076 107,607
------------ ------------ ------------
(1,178,512) (285,271) 6,945,481
------------ ------------ ------------
Contributions:
Participant 1,684,156 1,704,644 1,683,594
Employer 340,312 363,287 355,206
------------ ------------ ------------
2,024,468 2,067,931 2,038,800
------------ ------------ ------------
Total additions 845,956 1,782,660 8,984,281
------------ ------------ ------------
Deductions:
Deductions from net assets attributed to:
Benefits paid to participants 2,208,429 1,903,426 1,854,710
------------ ------------ ------------
Total deductions 2,208,429 1,903,426 1,854,710
------------ ------------ ------------
Net increase(decrease) (1,362,473) (120,766) 7,129,571
Net assets available for benefits:
Beginning of year 28,593,538 28,714,304 21,584,733
------------ ------------ ------------
End of year $ 27,231,065 $ 28,593,538 $ 28,714,304
============ ============ ============
</TABLE>
See accompanying notes to financial statements.
-4-
<PAGE>
TASTY BAKING COMPANY 401 (K) THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan:
-------------------
General:
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. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of
1974(ERISA).
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 the
provisions set forth in 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.
Contributions:
Under the Plan, employee contributions may be made in an amount up to 15%
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 contributions made by each employee. Employee contributions are made
through payroll deductions as authorized by the employees.The Company's
contributions are invested in TBC common stock while participants may
choose from a selection of mutual fund options offered by Dreyfus Service
Corporation, a trustee for the Plan, 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.
Effective July 1, 1999, the company amended the investment alternatives
available to participants to provide alternatives that cover all major
sectors of the market. As amended, these investment alternatives include:
Capital Preservation Fund, Dreyfus 100% U.S. Treasury Intermediate Term
Fund, Dreyfus Disciplined Stock Fund, Dreyfus Premier Balanced Fund,
Dreyfus Emerging Leaders Fund, Dreyfus S&P 500 Basic Index Fund, Dreyfus
Premier Midcap Fund and the Dreyfus International Value Fund. The
Segregated Stock Fund is used to clear trades of Tasty Baking Company and
PrimeSource Corporation common stock and is not an investment alternative.
Participants may change the investment mix of their ongoing and/or existing
invested account balances daily. They may sell any shares of Tasty Baking
Company or PrimeSource Corporation stock in their employee account,
resulting from a participant elected fund option prior to 1995, and invest
the proceeds in any of the 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.
-5-
<PAGE>
1. Description of Plan cont'd.:
---------------------------
Withdrawals:
Participants who terminate from the Plan can elect to have distributed to
them the full value in their respective accounts which include their
contributions and 100% of the employer contributions made on their behalf.
Active participants may withdraw their monies saved up through 1987 once
each quarter 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 contributions and company matching contributions are not
penalized.
Participant Loans:
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 rates
at December 31, 1999 and 1998 were 10.00% and 8.75%, respectively. Loans
are repayable in equal installments through payroll deductions and are
collateralized by 50% of participant's vested account balance.
2. Summary of Significant Accounting Policies:
------------------------------------------
Accounting Period:
------------------
The Plan operates under a 52 week calendar year.
Investment Valuation and Income Recognition:
--------------------------------------------
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 each 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.
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.
-6-
<PAGE>
2. Summary of Significant Accounting Policies cont'd.:
--------------------------------------------------
Investment Valuation and Income Recognition cont'd.:
----------------------------------------------------
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.
Payment of Benefits:
--------------------
Benefits are recorded when paid.
Use of Estimates:
-----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
changes therein, and disclosures of contingent assets and liabilities.
Actual results could differ from those estimates.
Risks and Uncertainties:
------------------------
The Plan provides for various investment options including a money market
fund, Tasty Baking Company and PrimeSource common stock, and mutual funds.
Investment securities are exposed to various risks, such as interest rate,
market and credit. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in
the value of investment securities, it is at least reasonably possible that
changes in risks in the near term would materially affect participants'
account balances and the amounts reported in the statement of net assets
available for benefits and the statement of changes in net assets available
for benefits.
3. Related Party Transactions:
---------------------------
Tasty Baking Company is the sponsor of the Plan and pays all administrative
expenses and fees on behalf of the participants excluding fees for
participant loans. For the years ended December 31, 1999, 1998 and 1997,
fees and expenses totaling $32,964, $31,815 and $36,235, respectively, were
paid to Dreyfus Service Corporation and Dreyfus Trust Company, the Plan's
administrator and trustee, respectively, on behalf of the Plan's
participants.
-7-
<PAGE>
4. Investments:
-----------
The following table represents investments of 5% or more of the Plan's net
assets.
<TABLE>
<CAPTION>
December 31,
1999 1998
---------- ----------
<S> <C> <C>
Tasty Baking Company common stock,
532,872 and 539,307 shares, respectively $4,496,389* $8,192,003*
Capital Preservation Fund, LaSalle National
Trust, N.A., Collective Investment Trust 9,203,508 8,987,625
S&P 500 Basic Index Fund, Dreyfus Service
Corporation 2,496,206 --
Premier Balanced Fund, Dreyfus Service
Corporation 1,502,154 --
Disciplined Stock Fund, Dreyfus Service
Corporation 5,035,131 4,264,996
Emerging Leaders Fund, Dreyfus Service
Corporation 1,703,827 --
S&P 500 Index Fund, Dreyfus Service
Corporation -- 1,879,003
<FN>
* Non-participant directed employer matching account totals $4,281,820
and $7,807,235 as of December 31, 1999 and 1998, respectively.
</FN>
</TABLE>
During 1999, 1998 and 1997, the Plan's investments(including gains and
losses on investments bought and sold, as well as held during the year)
appreciated/(depreciated) in value as follows:
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Mutual Funds $ (103,155) $ 1,036,832 $ 693,361
Common Stock (3,905,362) (2,568,657) 4,744,598
----------- ----------- -----------
Appreciation/(Depreciation) $(4,008,517) $(1,531,825) $ 5,437,959
=========== =========== ===========
</TABLE>
-8-
<PAGE>
5. Nonparticipant-Directed Investments
-----------------------------------
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments
is as follows:
December 31,
1999 1998
---------- ----------
Net Assets:
Tasty Baking Company common stock $4,281,820 $7,807,235
PrimeSource Corporation common stock 561,814 881,746
---------- ----------
$4,843,634 $8,688,981
========== ==========
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Changes in Net Assets:
Employer contributions $ 340,312 $ 363,287 $ 355,206
Dividends 268,346 267,420 258,903
Distributions to participants (579,030) (757,103) (678,742)
Net appreciation(depreciation)
of investments (3,874,975) (2,420,199) 4,458,619
----------- ----------- -----------
$(3,845,347) $(2,546,595) $ 4,393,986
=========== =========== ===========
</TABLE>
-9-
<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, a lump sum distribution within one
taxable year, upon attaining age 59 1/2 or termination of employment, will
be ordinary income. Employees who have attained age 50 before 1986 and who
receive a lump sum distribution can elect a 10-year averaging method on the
entire distribution, or they can elect capital gains treatment on the
portion of the distribution allocable to pre-1974 participation in the
Plan.
The unrealized appreciation in value of the Company's stock which is
distributed as part of a lump sum distribution is not taxable at the time
of the distribution, although an employee may elect out of this deferred
treatment. The unrealized appreciation in value of the Company's stock 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 and cash received in excess
of the individual's after-tax contributions to the Plan are transferred to
a qualified individual retirement account or annuity, or a qualified
employee's trust or annuity plan within 60 days of the distribution.
-10-
<PAGE>
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AT DECEMBER 31, 1999 PURSUANT TO
SCHEDULE H, SECTION IV, ITEM 4i IN ANNUAL RETURN/REPORT
OF EMPLOYEE BENEFIT PLAN FORM 5500
<TABLE>
<CAPTION>
E.I.N. 23-1145880/PN 002
Schedule H, Section IV, Item 4i
TASTY BAKING COMPANY 401(k) THRIFT PLAN
Assets Held for Investment Purposes at Year End
December 31, 1999
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 $ 5,077,924 $ 4,496,389
PrimeSource Corporation Common Stock 999,443 599,739
*Segregated Stock Fund Common Stock 9,902 8,767
----------- -----------
Subtotal - Common Stock 6,087,269 5,104,895
----------- -----------
Capital Preservation Fund, LaSalle Collective Investment Fund 9,203,508 9,203,508
----------- -----------
National Trust, N.A.
*Dreyfus 100% U. S. Treasury
Intermediate Term Fund Mutual Fund 730,122 675,073
*Dreyfus S&P 500 Basic Index Fund Mutual Fund 2,366,860 2,496,206
*Dreyfus Premier Balanced Fund Mutual Fund 1,512,832 1,502,154
*Dreyfus Disciplined Stock Fund Mutual Fund 3,178,043 5,035,131
*Dreyfus Emerging Leaders Fund Mutual Fund 1,457,199 1,703,827
*Dreyfus Premier Midcap Fund Mutual Fund 18,263 19,124
*Dreyfus International Value Fund Mutual Fund 55,698 58,641
----------- -----------
Subtotal - Mutual Funds 9,319,017 11,490,156
----------- -----------
Loans to Participants 8.75% - 10.00% -- 1,432,506
----------- -----------
Total $ 24,609,794 $ 27,231,065
============ ============
<FN>
*Party-In-Interest
</FN>
</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 401 (K) THRIFT PLAN
BY /s/ Carl S. Watts
-------------------------------------
Carl S. Watts for the
Administrative Committee
Date: June 27, 2000
