-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KppFBC7DR9ChcIIFnGmJT+0477D6+l+8acxp/hSbtzmOxTWTURvCwIY/3Ta1aCUT 9jjv8UoLfm7krCXKf6uyrQ== 0000912057-01-522228.txt : 20010702 0000912057-01-522228.hdr.sgml : 20010702 ACCESSION NUMBER: 0000912057-01-522228 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENN TRAFFIC CO CENTRAL INDEX KEY: 0000077155 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 250716800 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-09930 FILM NUMBER: 1672945 BUSINESS ADDRESS: STREET 1: 1200 STATE FAIR BLVD CITY: SRYACUSE STATE: NY ZIP: 13221-4737 BUSINESS PHONE: 8145369900 MAIL ADDRESS: STREET 1: 1200 STATE FAIR BLVD CITY: SYRACUSE STATE: NY ZIP: 13221-4737 11-K 1 a2053289z11-k.txt 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Year Ended December 31, 2000 (A) Full title of the plan and the address of the plan, if different from that of the issuer named below: The Penn Traffic Company 401(k) Savings Plan (B) Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: The Penn Traffic Company 1200 State Fair Boulevard Syracuse, NY 13209 THE PENN TRAFFIC COMPANY 401(k) SAVINGS PLAN FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 THE PENN TRAFFIC COMPANY 401(k) SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS AND SCHEDULES PAGE Report of Independent Accountants ..................................... 1 Financial Statements: Statements of Net Assets Available for Benefits, December 31, 2000 and 1999 ....................................... 2 Statements of Changes in Net Assets Available for Benefits, Years Ended December 31, 2000 and 1999 ........................... 3 Notes to Financial Statements ...................................... 4-8 Supplemental Schedules: Schedule I - Schedule of Assets Held for Investment Purposes at December 31, 2000 (Schedule H, Part IV, Item (i)) .. 9 Schedule II - Schedule of Reportable Transactions for the Year Ended December 31, 2000 (Schedule H, Part IV, Item (j)).................................. 10 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of The Penn Traffic Company 401(k) Savings Plan 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 Penn Traffic Company 401(k) Savings Plan (the "Plan") at December 31, 2000 and 1999, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. 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 of America, 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 our opinion. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets Held for Investment at December 31, 2000 and Reportable Transactions for the year ended December 31, 2000 are presented for purposes of additional analysis and are not a required part of the basic financial statements but are 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. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. May 11, 2001 1 THE PENN TRAFFIC COMPANY 401(k) SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------
2000 1999 Assets: Investments, at fair value: Cash and cash equivalents $ -- $ 7,657,376 Fixed income funds 29,090,849 23,383,894 Equity funds 75,673,882 62,201,866 Balanced funds 11,659,244 9,420,743 Penn Traffic common stock 6,841 15,873 Participant loans 5,291,598 5,326,382 ------------ ------------ Total investments 121,722,414 108,006,134 ------------ ------------ Receivables: Accrued income -- 8,055,522 Employee contributions 379,047 176,675 Employer contributions 56,084 20,917 ------------ ------------ Total receivables 435,131 8,253,114 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $122,157,545 $116,259,248 ============ ============
The accompanying notes are an integral part of the financial statements. 2 THE PENN TRAFFIC COMPANY 401(k) SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 - --------------------------------------------------------------------------------
2000 1999 Additions to net assets: Investment income: Interest and dividends $ 7,095,480 $ 7,045,716 Realized gain on investments 5,747,199 10,650,627 Net depreciation in fair value of investments (4,602,713) (582,929) Interest on loans to participants 209,366 443,289 ------------- ------------- Total investment income 8,449,332 17,556,703 Participant contributions 6,084,894 9,773,607 Employer contributions 613,875 1,112,149 ------------- ------------- Total additions 15,148,101 28,442,459 ------------- ------------- Deductions from net assets: Payments to participants (8,986,293) (17,123,095) Payment of individual insurance contract premiums (22,362) (42,263) Administrative expenses (241,149) (220,013) ------------- ------------- Total deductions (9,249,804) (17,385,371) ------------- ------------- Increase in net assets 5,898,297 11,057,088 Net assets available for plan benefits: Beginning of year 116,259,248 105,202,160 ------------- ------------- End of Year $ 122,157,545 $ 116,259,248 ============= =============
The accompanying notes are an integral part of the financial statements. 3 THE PENN TRAFFIC COMPANY 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following brief description of The Penn Traffic Company 401(k) Savings Plan (the "Plan") sponsored by The Penn Traffic Company (the "Company") is provided for general information purposes only. Participants should refer to the Plan agreement, as amended, for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution plan established by the Company on May 29, 1987. The Plan is designed to provide benefits to all Company employees who have attained age twenty-one and have completed at least six months of service. Effective January 1, 1999, the length of service requirement was amended from one year to six months. As part of the Plan, the Company entered into a trust agreement with the US Bancorp Trust Company (the "Bank"), under which the Bank, as trustee, transfers contributions to a separate trust fund in the Bank's trust department. The assets of the Plan are held by the Bank's trust department in a fiduciary capacity and as such are not assets of the Bank. Effective July 2000, the assets of the Plan were transferred to Fidelity Investments Institutional Operations Company, Inc., trustee and recordkeeper, pursuant to the terms of the agreement between the Penn Traffic Company 401(k) Savings Plan and Fidelity Management Trust Company. CONTRIBUTIONS Through automatic payroll deduction, employees in the Plan ("participants") may contribute from 1% to 15% of eligible pay on a pre-tax basis, up to the annual IRS dollar limit as specified in writing and may change such election at any time. The Company makes matching contributions to each participant account equal to 50% of the first 3% of the participant's contribution. Participant's are 100% vested in both the Company's matching contributions and their contributions to the Plan. INVESTMENTS Effective July 2000, the assets of the Plan were transferred from US Bancorp to Fidelity Investments. Participants have several options to which they can direct their contributions. INVESTMENT OPTIONS PRIOR TO JULY 1, 2000 Stable Fund - consists of a mix of guaranteed investment contracts and three actively managed mutual funds. MAS Equity Fund - The fund invests primarily in stocks of large blue chip companies with similar financial characteristics and above average dividend yields. Acorn Fund - The fund invests in stocks of small companies and is aggressively managed with a higher degree of risk. Delaware Fund - The fund invests in stocks, bonds and money market instruments. The Penn Traffic Common Stock Fund - The fund is no longer offered as an investment option consists of common stock of the Company. 4 THE PENN TRAFFIC COMPANY 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN (CONTINUED) INVESTMENTS (CONTINUED) INVESTMENT OPTIONS SUBSEQUENT TO JULY 1, 2000 Morely Capital Management Fund - The fund invests in investment contracts offered by major insurance companies and other approved financial institutions and in certain types of fixed income securities. A small portion of the fund is invested in a money market fund to provide daily liquidity. Fidelity Fund - The fund invests primarily in common stocks. The fund potentially invests a portion of its assets in bonds, including lower quality debt securities. Invests in domestic and foreign issuers. Fidelity Puritan Fund - The fund invests approximately 60% of assets in stocks and other equity securities and the remainder in bonds and other debt securities, including lower quality debt securities. Fidelity Growth Company Fund - This fund normally invests in common stocks. The fund invests in companies that it believes have above average growth potential. Fidelity Diversified International Fund - The fund normally invests in at least 65% of total assets in foreign securities. The fund normally invests primarily in common stock. Fidelity Mid-Cap Stock Fund - The fund normally invests at lest 65% of total assets in common stocks of companies with medium market capitalizations. Fidelity Freedom Funds - These funds are asset allocation mutual funds that invest in a combination of Fidelity equity, fixed income, and money market funds. Spartan U.S. Equity Index Fund - This fund normally invests at least 80% of assets in common stocks included in the S&P 500, which basically represents the performance of common stocks publicly traded in the United States. A life insurance plan which allows employees to elect to purchase life insurance for themselves and their spouses and children is still effective for those employees purchasing such insurance before January 1, 1989 (see Note 3). PARTICIPANT LOANS Participants may, upon application to the plan administrator, obtain loans of not less than $1,000 but not more than the lesser of $50,000 or 50% of the participant's individual investment account balance. The period of repayment may not exceed 30 years for home loans or 5 years for all other loans. VESTING Participants are immediately vested in their contributions to the Plan as well as any Company matching contributions. 5 THE PENN TRAFFIC COMPANY 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN (CONTINUED) BENEFIT PAYMENTS Each participant is entitled to a benefit equal to 100% of the participant's vested accrued benefit as of the valuation date upon normal retirement or termination of employment from the Company. In the event of the participant's death, benefits are distributed to a designated beneficiary. Distributions of the Penn Traffic Company common stock are made in either whole shares of the Company's common stock or in cash as specified by the participant. A participant attaining the age of 59 1/2 has the right to withdraw all or a portion of their Plan assets. Benefits are recorded when paid. INVESTMENT INCOME Net investment fund income is allocated quarterly to each participant's investment account in the ratio of their individual investment account to the investment fund in total. RECLASSIFICATIONS Certain amounts from 1999 have been reclassified for comparative purposes. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Plan are prepared on the accrual basis of accounting. VALUATION OF INVESTMENTS Interest and dividend income are recognized as earned and expenses are recognized when the related obligation is incurred. Unrealized appreciation or depreciation, and realized gains and losses, for the year are reflected in the statement of changes in net assets available for benefits. Investments, excluding guaranteed investment contracts in 1999 which are recorded at cost. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts revenues and expenses during the reporting period. Actual results could differ from those estimates. 6 THE PENN TRAFFIC COMPANY 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) RISKS AND UNCERTAINTIES The Plan provides for various investment options in any combination of 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. ADMINISTRATIVE COSTS Expenses incurred by the Trustee in connection with investment transactions and payments to participants are paid by the Plan. Professional and administrative fees and other expenses of the Plan are also paid by the Plan. Personnel and facilities of the Company are used by the Plan for its accounting and other activities at no charge to the Plan. 3. INSURANCE PLAN Participants of the Plan are permitted to have a portion of their contributions directed towards the purchase of individual life insurance contracts for themselves, their spouse and their children, for those employees electing this option before January 1, 1989. As a result of these elections, the Plan disburses funds periodically to the First Colony Life Insurance Company for the payment of life insurance premiums. These insurance contracts are allocated on an individual participant basis and, as such, are excluded from Plan assets. For the years ended December 31, 2000 and 1999, Plan assets included $22,362 and $42,263, respectively, of funds to be directed toward the purchase of individual life insurance contracts. 4. INVESTMENTS Investments which exceed 5% of the Plan's net assets at December 31, 2000 include:
FAIR VALUE Fidelity Mid Cap Stock Fund $48,661,134 Managed Income Fund 29,090,849 Fidelity Puritan Fund 9,865,321 Fidelity Fund 23,190,206
7 THE PENN TRAFFIC COMPANY 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- 5. BENEFIT DISTRIBUTIONS PAYABLE At December 31, 1999, the amount allocated to participant accounts who have elected to withdraw from the Plan but have not yet been paid was approximately $2,124,000. This amount represents the difference in net assets available for benefits between the Form 5500 and the audited financial statements. At December 31, 2000, all participants electing for a withdrawal had been paid. 6. INCOME TAX STATUS The Internal Revenue Service determined and informed the Company by a letter dated August 14, 1995 that the Plan and related trust meets the requirements of Sections 401(a) and 401(k) of the Internal Revenue Code ("IRC") and that the Plan is exempt from taxation under Section 501(a) of the IRC. The Plan has been amended subsequent to the receipt of the latest determination letter. However, the Plan's administrator believes that the Plan is designed and currently being operated in compliance with the applicable requirements of the IRC. Under present federal income tax laws, a participant will not be subject to federal income taxes on the contributions by the participant or on interest or profits on the sale of securities held by the Plan until the participant's assets are distributed. 7. PLAN TERMINATION Although it has not expressed any intent to do so, the Company expressly reserves the right to terminate the Plan. In the event of termination, participants will become 100% vested in their accounts and all Plan objectives will be satisfied. All unallocated assets will then be allocated to the accrued benefits of the participants' accounts at the date of termination in accordance with the terms of the Plan and the Employee Retirement Income Security Act of 1974 (ERISA). 8. TRANSACTIONS WITH PARTIES-IN-INTEREST As of December 31, 2000 and 1999, the Plan held the following:
DECEMBER 31, 2000 DECEMBER 31, 1999 -------------------------------------------------------- NUMBER MARKET NUMBER MARKET OF SHARES VALUE OF SHARES VALUE Company common stock 1,403 $6,841 1,716 $ 15,873
8 THE PENN TRAFFIC COMPANY SCHEDULE I 401(k) SAVINGS PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR (SCHEDULE H, PART IV, ITEM (i)) - --------------------------------------------------------------------------------
(c) DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE, (b) IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, COLLATERAL, (e) CURRENT (a) LESSOR, OR SIMILAR PARTY PAR OR MATURITY VALUE (d) COST VALUE * Fidelity Investments Institutional Operations Company, Inc. Fidelity ** $ 792,026 * Fidelity Investments Institutional Operations Company, Inc. Morely Capital Management ** 29,090,849 * Fidelity Investments Institutional Operations Company, Inc. Penn Traffic Stock ** 6,841 * Fidelity Investments Institutional Operations Company, Inc. Fidelity Fund ** 23,190,206 * Fidelity Investments Institutional Operations Company, Inc. Fidelity Puritan Fund ** 9,865,321 * Fidelity Investments Institutional Operations Company, Inc. Fidelity Growth Company Fund ** 2,177,021 * Fidelity Investments Institutional Operations Company, Inc. Fidelity Diversified International Fund ** 430,683 * Fidelity Investments Institutional Operations Company, Inc. Fidelity Mid Cap Stock Fund ** 48,661,134 * Fidelity Investments Institutional Operations Company, Inc. Fidelity Freedom Funds ** 1,793,924 * Fidelity Investments Institutional Operations Company, Inc. Spartan US Equity Index Fund ** 422,811 * Fidelity Investments Institutional Operations Company, Inc. Participant Loans ** 5,291,598 --------------- Total investments $ 121,722,414 ===============
* Denotes party-in-interest investment. ** Cost omitted for participant directed participants 9 THE PENN TRAFFIC COMPANY SCHEDULE II 401(k) SAVINGS PLAN SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2000 (SCHEDULE H, PART IV, ITEM (j)) - --------------------------------------------------------------------------------
NUMBER NUMBER COST OF NET OF PURCHASE OF SELLING INVESTMENTS GAIN/ PURCHASES PRICE SALES PRICE SOLD (LOSS) DESCRIPTION OF INVESTMENT
No reportable transactions noted. * As of beginning of Plan year. 10 EXHIBITS Exhibit Number Description 23.1 Consent of Independent Public Accountants SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan has duly caused this Annual Report to be signed by the undersigned thereunto duly authorized. THE PENN TRAFFIC COMPANY 401(k) SAVINGS PLAN By: ----------------------------------- Bernadette Randall-Barber Chairperson Administrative Committee Date: May 11, 2001 11 EXHIBIT INDEX The following exhibit is filed as part of the Annual Report: Exhibit Number Description Page Number 23.1 Consent of Independent Accountants 13 12 EX-23.1 2 a2053289zex-23_1.txt EXHIBIT 23.1 Exhibit 23-1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-88275) of The Penn Traffic Company of our report dated May 11, 2001, relating to the financial statements of The Penn Traffic Company 401(k) Savings Plan, which appears in this Form 11-K. PricewaterhouseCoopers LLP May 11, 2001 13 -----END PRIVACY-ENHANCED MESSAGE-----