Tasty 8-K
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): September
13, 2005
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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:
[_]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[_]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[_]
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
September 13, 2005, Tasty Baking Company (the “Company”) entered into the
Amended and Restated Credit Agreement (“Amended Credit Agreement”) for its
credit facility (the “Facility”) with PNC Bank, NA and Citizens Bank of
Pennsylvania (the “Banks”). The Amended Credit Agreement increases the Banks’
commitment from $30 million to $35 million; changes the Facility from secured
to
unsecured; extends the maturity of the Facility from a 3 year term to a 5 year
term expiring in September 2010; eliminates the short term portion of the
Facility and reduces the interest rate margins and the commitment fees charged
to the Company as described in the Amended Credit Agreement. Modifications
have
also been made to the Facility’s Tangible Net Worth covenant and the Funded Debt
covenant that make them less restrictive. The new Facility will be used for
general corporate purposes and such other uses as permitted under the Amended
Credit Agreement.
The
foregoing description of the Facility is qualified in its entirety by reference
to the complete terms and conditions of the Amended Credit Agreement and related
documents, which are filed as Exhibit 10.1 to this Current Report on Form
8-K.
On
September 13, 2005, the Company also entered into a Loan Agreement (“Term Loan”)
with Citizens Bank of Pennsylvania (“Citizens”) for $5.3 million. The Term Loan
is based upon a 15 year amortization with a scheduled maturity in 5 years due
in
September 2010. The terms and conditions of the Term Loan are generally the
same
as those in the Amended Credit Facility. The entire proceeds of the Term Loan
will be used to fund a voluntary contribution to the Company’s previously frozen
defined benefit Pension Plan, which will partially fund its obligation to the
Pension Plan. The Company had previously disclosed its intention to contribute
an undetermined amount to its Pension Plan during 2005 in its Form 10-K for
the
fiscal year ended December 25, 2004 and in its Form 10-Q for the first and
second quarters in 2005.
In
conjunction with the Term Loan described above, the Company also obtained from
Citizens additional commitments to lend $4.7 million to the Company upon certain
conditions. If executed, the terms and conditions of these borrowings would
be
generally the same as the terms and conditions under the Term Loan with the
addition of a mortgage and security interest if certain real property was to
be
acquired. These additional commitments from Citizens will expire on December
31,
2005 if not exercised by that date. The foregoing description of the Term Loan
and the additional commitments are qualified in their entirety by reference
to
the complete terms and conditions of the Term Loan and related documents, which
are filed as Exhibit 10.2 to this Current Report on Form 8-K.
Item
2.03 Creation
of Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet Arrangement
The
material terms and conditions of the Amended Credit Agreement are set forth
in
Item 1.01 of this Current Report on Form 8-K and are incorporated by reference
into this Item 2.03. Upon a default under the Amended Credit Agreement,
including the non-payment of principal or interest, the obligations of the
Company under the Amended Credit Agreement may be accelerated. Likewise, upon
a
default under the Term Loan, including the non-payment of
principal
or interest, the obligations of the Company under the Term Loan may be
accelerated.
Item
9.01 Financial
Statements and Exhibits
(d)
The
following exhibits are filed herewith:
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Exhibit
10.1
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Amended
and Restated Credit Agreement, dated September 13, 2005
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Exhibit
10.2
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Loan
Agreement, dated September 13, 2005
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“Safe
Harbor Statement” Under the Private Securities Litigation Reform Act of
1995
Except
for historical information contained herein, the matters discussed herein are
forward-looking statements (as such term is defined in the Securities Act of
1933, as amended) that are subject to risks and uncertainties that could cause
actual results to differ materially. There are a number of factors that may
cause actual results to differ from these forward-looking statements, including
the success of marketing and sales strategies and new product development,
the
price of raw materials, and general economic and business conditions. Other
risks and uncertainties that may materially affect the company are provided
in
the company’s annual reports to shareholders and the company’s periodic reports
filed with the Securities and Exchange Commission from time to time, including
reports on Forms 10-K and 10-Q. Please refer to these documents for a more
thorough description of these and other risk factors.
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
(Registrant)
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Date:
September 16, 2005
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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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