TASTY BAKING COMPANY
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): July
7, 2006
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Tasty
Baking Company
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(Exact
Name of Registrant as Specified in
Charter)
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Pennsylvania
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1-5084
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23-1145880
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(State
or Other Jurisdiction of Incorporation or Organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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2801
Hunting Park Avenue, Philadelphia, Pennsylvania
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19129
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(215) 221-8500
Not
applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On
July 7,
2006, Tasty Baking Company (the “Company”) entered into an Option Agreement (the
“Option Agreement”) with Keystone Redevelopment Partners, LLC (“Keystone”). The
Option Agreement relates to the Company’s property located 3413 Fox Street in
Philadelphia, PA on which the Company’s executive offices and distribution
center are situated (the “Property”).
Pursuant
to the terms of the Option Agreement, in consideration of a $1,600,000 option
price payment (together with any payments made to extend the term of the Option
Agreement, the “Option Price”) paid by Keystone to the Company, the Company
granted Keystone the right to purchase the Property for a purchase price payment
of $14,400,000 in accordance with the terms of the Option Agreement. The Option
Price is nonrefundable unless, in the event the option is exercised by Keystone,
the Company cannot or does not convey good, marketable and insurable fee simple
title to the Property to Keystone.
The
term
of the Option Agreement commenced on July 7, 2006 and, unless terminated earlier
by Keystone, expires on the earlier of (i) the first business day following
the
one month anniversary of the Pennsylvania Gaming Control Board’s issuance of two
Category 2 Slot Licenses for Philadelphia (the “Slot Licenses”), or (ii) June
30, 2008. However, if Keystone is in the process of continuing its application
for one of the two Slot Licenses, Keystone has the right (the “First Extension
Right”), exercisable on or before June 30, 2008, to extend the term of the
Option Agreement to December 31, 2008 in consideration of a payment to the
Company in the amount of $250,000. Additionally, if Keystone exercises the
First
Extension Right and is still in the process of continuing its application for
one of the two Slot Licenses, Keystone has the right, exercisable on or before
December 31, 2008, to further extend the term of the Option Agreement to June
30, 2009 in consideration of a payment to the Company in the amount of
$400,000.
In
the
event Keystone exercises the Option Agreement by providing the required exercise
notice (the “Exercise Notice”), unless otherwise agreed by the Company and
Keystone, the Company will convey the Property to Keystone at a closing to
take
place at least two hundred seventy (270) days after the Exercise
Notice.
The
foregoing description of the Option Agreement is qualified in its entirety
by
reference to the complete terms and conditions of the Option Agreement which
is
filed as Exhibit 99.1 to this Report.
Item
7.01 Regulation FD Disclosure
On
July
11, 2006, the Company issued a press release announcing that it entered into
the
Option Agreement with Keystone. A copy of this press release is attached to
this
Report as Exhibit 99.2 and is incorporated into this Item 7.01 by reference.
The
information disclosed in this Item 7.01, including Exhibit 99.2 hereto, is
being furnished and shall not be deemed "filed" for purposes of Section 18
of
the Securities Exchange Act of 1934, as amended, nor shall it be incorporated
by
reference into any registration statement or other document pursuant to the
Securities Act of 1933, as amended.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits:
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99.1
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Option
Agreement dated as of July 7, 2006, by and between Tasty Baking Company
and Keystone Redevelopment Partners, LLC
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99.2 |
Press
Release dated July 11, 2006 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
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TASTY
BAKING
COMPANY
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(Registrant)
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Date:
July 11, 2006
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/S/
David S. Marberger
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David
S. Marberger
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Senior
Vice President and Chief Financial
Officer
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EXHIBIT
INDEX
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Exhibit
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Description
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99.1
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Option
Agreement dated as of July 7, 2006, by and between Tasty Baking Company
and Keystone Redevelopment Partners, LLC
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99.2
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Press
Release dated July 11, 2006
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