UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): January 21, 2005 Tasty Baking Company ------------------------------------------------------------------ (Exact Name of Registrant as Specified in Charter) Pennsylvania 1-5084 23-1145880 --------------------------------- --------------- ---------------------- (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.) 2801 Hunting Park Avenue, Philadelphia, Pennsylvania 19129 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 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 January 21, 2005, Tasty Baking Company (the "Company") executed the Sixth Amendment to Credit Agreement (the "Amendment") with PNC Bank, NA and Citizens Bank of Pennsylvania (the "Banks"). The Amendment specifically extends the termination date for the 364 Day Facility from January 21, 2005 to March 21, 2005, which facility is a part of the Credit Agreement dated January 31, 2002 as amended by the First Amendment to Credit Agreement dated January 29, 2003, the Second Amendment to Credit Agreement dated March 18, 2003, the Third Amendment to Credit Agreement dated July 27, 2003, the Fourth Amendment to Credit Agreement dated November 7, 2003 and the Fifth Amendment to Credit Agreement dated January 23, 2004 (together, the "Credit Agreement"). The Credit Agreement provides for a Revolver Commitment and 364 Day Commitment of $20 million and $10 million, respectively, subject to certain terms and conditions of the Credit Agreement. For additional information regarding the Credit Agreement, please refer to the Company's discussion of Notes Payable and Long-Term Debt in Note 5 of its 2003 Annual Report to Shareholders, which is incorporated herein by reference from Exhibit 13 to the Company's Annual Report on Form 10-K for fiscal year ended December 27, 2003. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. -------------------------------------------------------------------- On January 21, 2005, the Company entered into the Sixth Amendment to Credit Agreement. Upon a default under the Credit Agreement, including the non-payment of principal or interest, the obligations under the Credit Agreement may be accelerated. The material terms and conditions of the Amendment are set forth in Item 1.01 of this Current Report on Form 8-K and are incorporated herein by reference. 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: January 26, 2005 /s/ David S. Marberger --------------------------------- David S. Marberger Senior Vice President and Chief Financial Officer