SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): JUNE 14, 2004
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TASTY BAKING COMPANY ON BEHALF OF
TASTY BAKING COMPANY 401(K) THRIFT PLAN
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(Exact Name of Registrant as Specified in Charter)
PENNSYLVANIA 1-5084 23-1145880
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
2801 HUNTING PARK AVENUE, PHILADELPHIA, PENNSYLVANIA 19129
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 221-8500
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
Tasty Baking Company (the "Company") hereby amends its Current Report on Form
8-K, as originally filed with the Securities and Exchange Commission on June 18,
2004, to amend Item 4 and include Item 7 to read in its entirety as follows:
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
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(a) Previous Independent Accountants
On June 14, 2004, the Tasty Baking Company 401(k) Thrift Plan (the "Plan")
dismissed PricewaterhouseCoopers LLP ("PwC") as its independent
accountants. PwC was also dismissed as the independent accountants for the
Tasty Baking Company Pension Plan and Tasty Baking Oxford, Inc. 401(k)
Savings Plan. PwC will continue to act as the independent accountants with
respect to the financial statements of Tasty Baking Company (the
"Company"). This dismissal was approved by the Company's Audit Committee
and the Thrift Plan Committee.
The audit reports issued by PwC on the financial statements of the Plan for
the fiscal years ended December 31, 2002 and 2001 did not contain any
adverse opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope or accounting principle. In
connection with its audits of such financial statements as of and for the
years ended December 31, 2002 and 2001, and for the interim period through
June 13, 2004, there have been no disagreements with PwC on any matter of
accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of PwC, would have caused PwC to make reference thereto in its
reports on the Plan's financial statements for such years; nor were there
any reportable events as defined in Item 304(a)(1)(v) of Regulation S-K for
such periods.
The Company provided PwC with a copy of the disclosures contained herein.
Attached as Exhibit 16.1 is a letter from PwC, dated June 25, 2004,
confirming its agreement with these disclosures.
(b) New Independent Accountants
Effective June 14, 2004, the Plan engaged Mitchell & Titus, LLP to audit
its financial statements as of and for the year ended December 31, 2003.
The determination to engage Mitchell & Titus to audit the Plan's financial
statements was made on June 14, 2004. The engagement of Mitchell & Titus
relates only to the audit of the financial statements of the Plan and the
other employee benefit plans described above and was approved by the Audit
Committee and the Thrift Plan Committee.
During the Plan's two most recent fiscal years ended December 31, 2002 and
2001, and for the interim period through June 13, 2004, neither the Plan
nor any person acting on its behalf has consulted with Mitchell & Titus
regarding: (i) either the application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Plan's financial statements, and
either a written report was provided to the Plan or oral advice was
provided that Mitchell & Titus concluded was an important factor considered
by the Plan in reaching a decision as to the accounting, auditing or
financial reporting issue; or (ii) any matter that was the subject of a
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the
instructions to Item 304) or that constituted a reportable event (as
described in Item 304(a)(1)(v) of Regulation S-K) with respect to the
Plan's financial statements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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EXHIBIT NO. DESCRIPTION
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16.1 Letter from PwC to the Securities Exchange and Commission
dated June 25, 2004.
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.
TASTY BAKING COMPANY
(Registrant)
Date: June 28, 2004 /s/ David S. Marberger
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David S. Marberger
Senior Vice President and Chief Financial
Officer