UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
(X) Annual report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 (No Fee Required) for the fiscal year ended December
29, 2001 (52 weeks)
( ) Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required) for the transition period from
_______ to ________
Commission File Number 1-5084
TASTY BAKING COMPANY
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-1145880
(State of Incorporation) (IRS Employer Identification Number)
2801 Hunting Park Avenue
Philadelphia, Pennsylvania 19129
(Address of principal executive offices) (zip code)
Telephone: 215-221-8500
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
Common Stock,
par value $.50 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates as of February
12, 2002 is $129,280,716 computed by reference to the closing price on the New
York Stock Exchange on such date.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of February 11, 2002.
Class Outstanding
Common Stock,
par value $.50 8,049,225 shares
DOCUMENTS INCORPORATED BY REFERENCE
Document Reference
- -------- ---------
Pages 12 to 31 inclusive of the Annual Report to Share-
holders for the Fiscal Year Ended December 29, 2002 Part II
Pages 2 to 10 inclusive of the definitive Proxy Statement
dated March 27, 2002 Part III
The index of exhibits is located on page number 7 of 13.
TASTY BAKING COMPANY AND SUBSIDIARIES
PART I
Item 1. Business
The Registrant was incorporated in Pennsylvania in 1914 and maintains
its main offices and manufacturing facilities in Philadelphia, Pennsylvania. The
Registrant's Tastykake Division (Tastykake) manufactures and sells a variety of
premium single portion cakes, pies, cookies, pretzels, brownies, pastries,
donuts, miniature donuts, snack bars, boxed cookies and large family sized
cakes, pies and danish under the well established trademark, TASTYKAKE(R). These
products comprise approximately 120 varieties. The availability of some
products, especially the holiday-themed offerings, varies according to the
season of the year. The single portion cakes, cookies and donuts principally
sell at retail prices for individual packages ranging from 50(cent) to 99(cent)
per package and family convenience packages ranging from $2.50 to $2.99. The
pies principally sell at a retail price of 69(cent) each and include various
fruit and creme filled varieties and, at various times of the year, additional
seasonal varieties. The pastries and brownies are marketed principally in snack
packages and sell at a retail price of 99(cent) per package. The best known
products with the widest sales acceptance are various sponge cakes marketed
under the product trademarks JUNIORS(R) and KRIMPETS(R), and chocolate enrobed
cakes under KANDY KAKES(R). In 1999, Tastykake introduced a line of large family
sized cakes produced by Tasty Baking Oxford, Inc., a wholly-owned subsidiary,
and currently sold by the Registrant, under the trademark CLASSIC BAKED
GOODS(TM) at retail prices ranging from $2.99 to $3.29. In addition, large pies,
boxed cookies, donuts, donut holes and large danish are sold by the Registrant
under the trademark CLASSIC BAKED GOODS(TM) at retail prices ranging from $2.99
to $3.49. There are approximately thirty varieties available under the Classic
Baked Goods line.
During the fourth quarter of 2001 the Registrant closed the plant of
its wholly-owned subsidiary Dutch Mill Baking Company, Inc. (Dutch Mill), based
in Wyckoff, New Jersey. Dutch Mill was then merged into the Registrant's
subsidiary, Tasty Baking Oxford, Inc., which will continue production of the
varieties formerly produced at the Dutch Mill plant. The trademark DUTCH MILL(R)
will remain an asset of the Registrant.
Tasty Baking Oxford, Inc., located in Oxford, Chester County,
Pennsylvania, currently manufactures honey buns, large cakes, donuts and muffins
under the trademarks TASTYKAKE(R), CLASSIC BAKED GOODS(TM), SNAK N' FRESH(R) and
AUNT SWEETIE'S BAKERY(R) for distribution through the traditional route and
distributor methods as well as for private label, food service and institutional
marketplaces. The SNAK N' FRESH(R) and AUNT SWEETIE'S BAKERY(R) brands were
instituted to allow the Registrant to enter the private label and food service
markets without compromising the integrity of its TASTYKAKE(R) brand. All of the
products from the Oxford facility are sold to the Tastykake division for resale.
Tastykake products are sold principally by independent owner/operators
through distribution routes to approximately 25,000 retail outlets in New York,
New Jersey, Pennsylvania, Delaware, Maryland and Virginia, which make up
Tastykake's principal market. This method of distribution has been used since
1986. Tastykake also distributes its products through distributorships and major
grocery chains located in most areas of the country. The Registrant has formed
alliances with distributors who can handle the Tastykake product line most
effectively in order to promote geographic expansion. Products are sold in
forty-nine states and Puerto Rico. Tastykake also distributes its products
through the TASTYKARE(R) program, whereby consumers can call a toll-free number
or visit our web-site to order the delivery of a variety of Tastykake gift
packs.
At the end of 2001 the Registrant had eighteen thrift stores. The
thrift store program for the Registrant was first implemented at the end of
2000; at that time two thrift stores were opened. The purpose of the thrift
stores is to recover the cost of stale, damaged and other products not generally
salable through normal distribution channels, to recoup part of the cost of
developing and introducing new products into the marketplace, and to raise
consumer awareness and acceptance of the Registrant's products.
The Registrant has completed an upgrade of the entire computer system
for all its divisions which is enabling the Registrant to coordinate a wide
range of activities and will eventually link to large customers and suppliers.
In 1998, the Registrant began a $22 million modernization program for the
manufacturing facility in Philadelphia, Pennsylvania. The program will be
completed in phases and is expected to take approximately four years from
inception. Phase I of the program, the complete renovation of the Krimpet and
Junior production and packaging lines, was completed in 1999. Phase II, the
renovation of the cupcake lines, began in 2000. Two of the four lines were
successfully converted in 2000. These renovations are expected to increase
productivity and efficiency.
While the three largest customers of the Tastykake division together
comprise a significant portion of its gross sales revenue, individually none
exceeds 8%. The large number of retailers comprising the customer base ensures
the availability of Tastykake products to consumers in the principal market
area.
2 of 13
Item 1. Business, continued
The Registrant maintains a comprehensive advertising program which from
time to time utilizes outdoor poster campaigns, newspapers, customer coupons,
radio and television advertising, and promotions with various sports teams.
While the Registrant sponsors research and development activities, the cost is
not a material item.
The Registrant is engaged in a highly competitive business. Although
the number of competitors varies among marketing areas, certain competitors are
national companies with multiple production facilities, nationwide distribution
systems and large advertising budgets. The Registrant believes it is one of the
largest producers in the country specializing in premium single portion pies and
cakes. The Registrant is able to maintain a strong competitive position in its
principal marketing area through the quality of its products and brand name
recognition.
Outside of its principal market area, the Registrant's trademarks and
reputation for quality are not well known. In these markets, the Registrant
competes for the limited shelf space available from retailers chiefly on price,
quality and the ability to sell its products (i.e. consumer acceptance). The
Registrant has been able to grow nationally with the distribution of the
Registrant's products through mass merchandisers, wholesales clubs, convenience
stores and other means. The growth in national sales has resulted generally in
higher average balances of finished product inventory in order to satisfy the
delivery requirements of customers and of accounts receivable due to the billing
cycles and payment terms of national account customers.
The Registrant has a significant market position throughout its
principal marketing area. Outside of the principal market area, its market share
is generally less significant. Its principal competitor in the premium snack
cake market throughout the country is Interstate Bakeries Corporation, with its
three (3) brands - Hostess, Dolly Madison and Drakes. There are also local
independent bakers that compete in a number of regional markets. Interstate
Bakeries Corporation is a large publicly held corporation, which has achieved
national recognition of its "Hostess" brand name through national advertising
and competes on price, quality and brand name recognition. It also promotes its
Drakes product line in areas where the Registrant is attempting to expand its
market share. McKee Foods Corporation, a large privately held company, competes
in the snack cake market under the brand "Little Debbie", principally as a low
price snack cake. Little Debbie holds the largest share of the snack cake market
in the United States. Many other large companies are heavily advertising and
promoting single serve packages of their traditional cookie and sweet snack
varieties which now compete against the Registrant for the consumer's snack
dollars
No difficulty was experienced in obtaining raw materials in 2001. It is
not anticipated that there will be any significant adverse effects on the
financial condition of the Registrant as a result of price fluctuations or
availability of raw materials in 2002.
The Registrant's policies with respect to working capital items are not
unique. Inventory is generally maintained at levels sufficient for one to three
weeks sales, while the ratio of current assets to current liabilities is
maintained at a level between 1.5 and 2.5 to 1.
The Registrant employs approximately 1,000 persons, including
approximately 140 part-time employees.
3 of 13
Item 2. Properties
The locations and primary use of the materially important physical
properties of the Registrant and its subsidiaries are as follows:
Location Primary Facility Use
2801 Hunting Park Avenue Corporate Office,
Philadelphia, PA (1) Production of cakes,
pies, cookies and donuts
Fox and Roberts Streets Sales and Finance Offices,
Philadelphia, PA (1) Data Processing
Operations, Office
Services and Warehouse
500 Braen Avenue Former Dutch Mill Offices and plant
Wyckoff, NJ (2) which produced donuts, donut holes
and cakes
700 Lincoln Street Tasty Baking Oxford Offices,
Oxford, PA (3) Production of honey buns, donuts,
pastries, muffins, and large
cake, future production of other
varieties of baked goods
(1) These properties are recorded as capital leases. For a description
of major encumbrances on these properties, see Note 7 and 8 of Notes to
Consolidated Financial Statements in the 2001 Annual Report to Shareholders -
Exhibit 13, incorporated herein by reference.
(2) Production operations at this facility ceased on October 19, 2001.
This property is leased under an operating lease which expires in 2002. The
balance of the lease payments is included in a restructure charge, see Note 2 of
Notes to Consolidated Financial Statements in the 2001 Annual Report to
Shareholders - Exhibit 13, incorporated herein by reference.
(3) This property was purchased and is owned by Tasty Baking Oxford,
Inc.
In addition to the above, the Registrant leases various other
properties used principally as local pick up and distribution points and more
recently, for the thrift store outlets. All of these properties are sufficient
for the business of the Registrant as now conducted, although certain
manufacturing space is near full utilization.
Item 3. Legal Proceedings
The Registrant is involved in certain legal and regulatory actions, all
of which have arisen in the ordinary course of the Registrant's business. The
Registrant is unable to predict the outcome of these matters, but does not
believe that the ultimate resolution of such matters will have a material
adverse effect on the consolidated financial position or results of operations
of the Registrant. However, if one or more of such matters were determined
adversely to the Registrant, the ultimate liability arising therefrom should not
be material to the financial position of the Registrant, but could be material
to its results of operations in any quarter or annual period.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.
4 of 13
TASTY BAKING COMPANY AND SUBSIDIARIES
PART II
CROSS REFERENCE INDEX
FORM 10-K
ITEM NUMBER AND CAPTION INCORPORATED MATERIAL
Page(s) in Annual Report to
Shareholders for the Fiscal
Year Ended December 29, 2001
Item 5 Market for the Registrant's
Common Equity and Related
Shareholder Matters 14
Item 6 Selected Financial Data 15
Item 7 Management's Discussion and
Analysis of Financial Condition
and Results of Operations 12 - 13
Certain matters discussed in this Report, including those under
the headings "Business," "Legal Proceedings" and "Management's
Analysis," are "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995, and are
subject to the safe harbor created by that Act. These
forward-looking statements include comments about legal
proceedings, competition within the baking industry, availability
and pricing of raw materials and capital, improvements in
efficiency expected from plant modernization programs, sales
growth by distribution through private label, food service,
institutional sales and national sales programs, changes in the
Registrant's business strategies and other statements contained
herein that are not historical facts. Because such
forward-looking statements involve risks and uncertainties, there
are important factors that could cause actual results to differ
materially from those expressed or implied by such
forward-looking statements which include changes in general
economic or business conditions nationally and in the
Registrant's primary markets, the availability of capital upon
terms acceptable to the Registrant, the availability and prices
of raw materials, the level of demand for the Registrant's
products, the outcome of legal proceedings to which the
Registrant is or may become a party, the actions of competitors
within the baking industry, changes in consumer tastes or eating
habits, the success of plant modernization and business
strategies implemented by the Registrant to meet future
challenges, and the ability to develop and market in a timely and
efficient manner new products which are accepted by consumers.
Item 7a Quantitative and Qualitative Disclosure
about market risk 22 - 23
The Registrant has certain floating rate debt notes. Under
current market conditions, the Registrant believes that changes
in interest rates would not have a material impact on the
financial statements of the Registrant. The Registrant also has
notes receivable from owner operators whose rates adjust every
three years, and, therefore, would partially offset the
fluctuations in the Registrant's interest rates on its notes
payable. The Registrant also has the right to sell these notes
receivable, and could use these proceeds to liquidate a
corresponding amount of the debt notes payable. Information on
the debt and receivable notes can be found in the Notes to
Consolidated Financial Statements, Notes 5,6 and 4, respectively,
in the 2001 Annual Report to Shareholders.
5 of 13
TASTY BAKING COMPANY AND SUBSIDIARIES
PART III
CROSS REFERENCE INDEX
FORM 10-K
ITEM NUMBER AND CAPTION INCORPORATED MATERIAL
Page(s) in Annual Report to
Shareholders for the Fiscal
Year Ended December 29, 2001
Item 8 Consolidated Financial Statements
and Supplementary Data:
Quarterly Summary 14
Consolidated Statements of
Operations and Retained Earnings 16
Consolidated Statements of Cash Flows 17
Consolidated Balance Sheets 18 - 19
Consolidated Statements of Changes
in Capital Accounts 20
Notes to Consolidated Financial
Statements 21 - 30
Report of Independent Accountants 31
Item 9 Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure
This item is not applicable.
Page(s) in definitive
Proxy Statement
Item 10 Directors and Executive Officers
of the Registrant 4 - 6
Item 11 Executive Compensation 7 - 10
Item 12 Security Ownership of Certain Beneficial
Owners and Management 2 - 3
Item 13 Certain Relationships and Related
Transactions
With respect to certain business
relationships of Fred C. Aldridge, Jr.,
Esquire, director 5
6 of 13
TASTY BAKING COMPANY AND SUBSIDIARIES
PART IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
for the fiscal years ended December 30, 2000,
December 25, 1999 and December 26, 1998
------
Pages
(a)-1. List of Financial Statements
Quarterly Summary Incorporated herein
Consolidated Statements of Operations and Retained by reference to
Earnings pages 12 to 31
Consolidated Statements of Cash Flows inclusive of the
Consolidated Balance Sheets Annual Report to
Consolidated Statements of Changes in Capital Shareholders for the
Accounts fiscal year ended
Notes to Consolidated Financial Statements, including December 29, 2001.
Summary of Significant Accounting Policies See page 11 of 13.
Report of Independent Accountants
(a)-2. Schedule* for the fiscal years ended December 29, 2001,
December 30, 2000 and December 25, 1999:
Report of Independent Accountants 9 of 13
II. Valuation and Qualifying Accounts 10 of 13
(a)-3. Exhibits Index - The following Exhibit Numbers refer to
Regulation S-K, Item 601**
(3) (a) Articles of Incorporation of Registrant as
amended are incorporated herein by reference to
Exhibit 3 to Form 10-K report of Registrant for
1998.
(b) By-laws of Registrant as amended on March 31, 2000
are incorporated by reference to Exhibit 10 to
form 10-Q report of Registrant for the twenty-six
weeks ended June 24, 2000.
(10) (a) Tasty Baking Company Restricted Stock
Incentive Plan, effective as of December 21, 2000,
is incorporated herein by reference to Exhibit 10
to Form 10-Q report of Registrant for the
twenty-six weeks ended June 30, 2001.
(b) 1991 Long-term Incentive Plan, effective as of
January 1, 1991, is incorporated herein by
reference to Exhibit 10 to Form 10-K report of
Registrant for 1990.
(c) 1985 Stock Option Plan, effective December 20,
1985, is incorporated herein by reference to
Exhibit A of the Proxy Statement for the Annual
Meeting of Shareholders on April 18, 1986, filed
on or about March 21, 1986.
(d) Senior Management Employment Agreements dated July
1, 1988 are incorporated herein by reference to
Exhibit 10(c) to Form 10-K report of Registrant
for 1991.
(e) Supplemental Executive Retirement Plan, dated
February 18, 1983 and amended May 15, 1987 and
April 22, 1988, is incorporated herein by
reference to Exhibit 10(d) to Form 10-K report of
Registrant for 1991.
* All other schedules are omitted because they are inapplicable or not
required under Regulation S-X or because the required information is given
in the financial statements and notes to financial statements.
** All other exhibits are omitted because they are inapplicable.
7 of 13
TASTY BAKING COMPANY AND SUBSIDIARIES
ITEM 14, CONTINUED
Pages
(f) Management Stock Purchase Plan is incorporated herein
by reference to the Proxy Statement for the Annual
Meeting of Shareholders on April 19, 1968 filed on or
about March 20, 1968 and amended April 23, 1976,
April 24, 1987 and April 19, 1991.
(g) Trust Agreement dated as of November 17, 1989 between
the company and Meridian Trust Company relating to
Supplemental Executive Retirement Plan is
incorporated herein by reference to Exhibit 10(f) to
Form 10-K report of Registrant for 1994.
(h) Director Retirement Plan dated October 15, 1987 is
incorporated herein by reference to Exhibit 10(h) to
Form 10-K report of Registrant for 1992.
(i) 1993 Replacement Option Plan (P&J Spin-Off) is
incorporated herein by reference to Exhibit A of the
Definitive Proxy Statement dated March 17, 1994 for
the Annual Meeting of Shareholders on April 22, 1994.
(j) 1994 Long Term Incentive Plan is incorporated herein
by reference to Exhibit 10(j) to Form 10-K report of
Registrant for 1994.
(k) Trust Agreement dated January 19, 1990 between the
company and Meridian Trust Company relating to the
Director Retirement Plan is incorporated herein by
reference to Exhibit 10(k) to Form 10-K report of
Registrant for 1995.
(l) 1997 Long Term Incentive Plan is incorporated herein
by reference to Annex II of the Proxy Statement for
the Annual Meeting of Shareholders on April 24, 1998.
Each of exhibits 10(a) - 10(l) constitute management contracts
or compensatory plans or arrangements.
(13) Annual Report to Shareholders for the fiscal
year ended December 29, 2001, pages 12 to 31 only.
(The balance of the Annual Report is not deemed
"filed" or "soliciting material".) 11 of 13
(21) Subsidiaries of the Registrant 12 of 13
(23)(a) Consent of Independent Accountants 13 of 13
(b) On October 19, 2001, the Registrant furnished a report on Form
8-K, pursuant to Regulation FD, announcing the closing of its
Dutch Mill facility in Wyckoff, New Jersey and the release of
anticipated results of operations for the quarter ended September
29, 2001. The related press release was included.
8 of 13
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE
To the Shareholders and
the Board of Directors
Tasty Baking Company
Our audits of the consolidated financial statements referred to in our report
dated February 12, 2002, appearing on page 31 of the 2001 Annual Report to
Shareholders of Tasty Baking Company and subsidiaries, (which report and
consolidated financial statements are incorporated by reference in this Annual
Report on Form 10-K) also included an audit of the Financial Statement Schedule
listed in Item 14(a)(2) of this Form 10-K. In our opinion, this Financial
Statement Schedule presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 12, 2002
9 of 13
TASTY BAKING COMPANY AND SUBSIDIARIES
SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS
for the fiscal years ended December 29, 2001, December 30, 2000 and December 25, 1999
Column A Column B Column C Column D Column E
======== ========== ========== ======== ==========
Additions
Balance at Charged to Balance at
Beginning Costs and End of
Description of Period Expenses Deductions Period
========== ========== ======== ==========
Deducted from applicable assets:
Allowance for doubtful accounts:
For the fiscal year ended December 29, 2001 $3,329,344 $ 772,372 $351,862 $3,751,854
========== ========== ======== ==========
For the fiscal year ended December 30, 2000 $2,874,088 $1,250,385 $795,129 $3,329,344
========== ========== ======== ==========
For the fiscal year ended December 25, 1999 $2,849,538 $ 428,864 $404,314 $2,874,088
========== ========== ======== ==========
Inventory valuation reserves:
For the fiscal year ended December 29, 2001 $ 301,614 $ 81,340 $ 47,954 $ 335,000
========== ========== ======== ==========
For the fiscal year ended December 30, 2000 $ 275,109 $ 185,149 $158,644 $ 301,614
========== ========== ======== ==========
For the fiscal year ended December 25, 1999 $ 135,000 $ 323,709 $183,600 $ 275,109
========== ========== ======== ==========
Spare parts inventory reserve for obsolescence:
For the fiscal year ended December 29, 2001 $ 445,063 $ 121,546 $ 86,050 $ 480,559
========== ========== ======== ==========
For the fiscal year ended December 30, 2000 $ 407,072 $ 153,787 $115,796 $ 445,063
========== ========== ======== ==========
For the fiscal year ended December 25, 1999 $ 340,000 $ 116,489 $ 49,417 $ 407,072
========== ========== ======== ==========
Equipment allowance for obsolescence:
For the fiscal year ended December 29, 2001 $ 200,000 $ 10,000 $ -- $ 210,000
========== ========== ======== ==========
For the fiscal year ended December 30, 2000 $ 175,000 $ 25,000 $ -- $ 200,000
========== ========== ======== ==========
For the fiscal year ended December 25, 1999 $ 150,000 $ 42,086 $ 17,086 $ 175,000
========== ========== ======== ==========
10 of 13
TASTY BAKING COMPANY AND SUBSIDIARIES
The Annual Report to Shareholders for the fiscal year ended December
29, 2001 will be mailed to all shareholders on March 27, 2002.
11 of 13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
TASTY BAKING COMPANY
By /s/ Carl S. Watts
-------------------------------------
Carl S. Watts, Chairman, President
and Chief Executive Officer
/s/ John M. Pettine
-------------------------------------
John M. Pettine, Executive Vice
President, Chief Financial Officer
and Director
/s/ Daniel J. Decina
-------------------------------------
Daniel J. Decina, Vice President
Finance and Chief Accounting Officer
12 of 13
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Capacity Date
- ------------------------------ ------------------------- -------------
/s/ Philip J. Baur, Jr. Retired Chairman of the March 27, 2002
- ------------------------------ Board and Director of
Philip J. Baur, Jr. Tasty Baking Company
/s/ Carl S. Watts Chairman of the Board, March 27, 2002
- ------------------------------ President, Chief
Carl S. Watts Executive Officer and
Director of Tasty
Baking Company
/s/ John M. Pettine Executive Vice President, March 27, 2002
- ------------------------------ Chief Financial Officer
John M. Pettine and Director of Tasty
Baking Company
/s/ Fred C. Aldridge, Jr. Chairman of the March 27, 2002
- ------------------------------ Executive Committee and
Fred C. Aldridge, Jr. Director of Tasty
Baking Company
/s/ G. Fred DiBona, Jr. Director of Tasty Baking March 27, 2002
- ------------------------------ Company
G. Fred DiBona, Jr.
/s/ Ronald J. Kozich Director of Tasty Baking March 27, 2002
- ------------------------------ Company
Ronald J. Kozich
/s/ Judith M. von Seldeneck Director of Tasty Baking March 27, 2002
- ------------------------------ Company
Judith M. von Seldeneck
13 of 13