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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, 2001
(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
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THE PENN TRAFFIC COMPANY
401(k) SAVINGS PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
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THE PENN TRAFFIC COMPANY
401(k) SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Page
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Report of Independent Accountants .......................................... 1
Financial Statements:
Statements of Net Assets Available for Benefits,
December 31, 2001 and 2000 ............................................. 2
Statements of Changes in Net Assets Available for Benefits,
Years Ended December 31, 2001 and 2004 ................................. 3
Notes to Financial Statements ............................................4-7
Supplemental Schedule:
Schedule I - Schedule of Assets Held for Investment Purposes at
December 31, 2001 (Schedule H, Part IV, Item (i)).......... 8
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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, 2001 and 2000, 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 schedule of Assets
Held for Investment Purposes at December 31, 2001 is presented for purposes
of additional analysis and is not a required part of the basic financial
statements but is 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. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
May 31, 2002
1
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THE PENN TRAFFIC COMPANY
401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001 AND 2000
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<Table>
<Caption>
2001 2000
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Assets
Investments, at fair value:
Cash and cash equivalents $ 76,016 $
Fixed income funds 33,302,955 29,090,849
Equity funds 67,142,533 75,673,882
Balanced funds 13,179,024 11,659,244
Penn Traffic common stock 5,909 6,841
Participant loans 5,228,249 5,291,598
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Total investments 118,934,686 121,722,414
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Receivables:
Employee contributions 236,667 379,047
Employer contributions 28,886 56,084
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Total receivables 265,553 435,131
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NET ASSETS AVAILABLE FOR BENEFITS $119,200,239 $122,157,545
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</Table>
The accompanying notes are an integral part of these financial statements.
2
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THE PENN TRAFFIC COMPANY
401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
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<Table>
<Caption>
2001 2000
Additions to net assets:
Investment income:
Interest and dividends $ 2,864,859 $ 7,095,480
Realized (loss) gain on investments (2,058,626) 1,128
Net depreciation its fair value of investments (9,106,843) (4,602,713)
Interest on loans to participants 467,729 209,366
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Total investment income (7,832,881) 2,703,261
Participant contributions 11,982,304 11,221,576
Employer contributions 1,167,288 1,223,264
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Total additions 5,316,711 15,148,101
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Deductions from net assets:
Payments to participants (8,003,771) (8,986,293)
Payment of individual insurance contract premiums (36,230) (22,362)
Administrative expenses (234,016) (241,149)
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Total deductions (8,274,017) (9,249,804)
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(Decrease) increase in net assets (2,957,306) 5,898,297
Net assets available for plan benefits:
Beginning of year 122,157,545 116,259,248
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End of Year $119,200,239 $122,157,545
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</Table>
The accompanying notes are an integral part of the financial statements.
3
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THE PENN TRAFFIC COMPANY
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
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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. As part of the Plan, the
Company entered into a trust agreement with 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 non-union participant account equal
to 5O% 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
Participants have several options to which they can direct their
contributions.
THE PENN TRAFFIC COMMON STOCK FUND - The fund consists of common stock
of The Penn Traffic Company, the plan sponsor.
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 series. 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
at least 65% of total assets in foreign securities, primarily in
common stock.
4
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THE PENN TRAFFIC COMPANY
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
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1. DESCRIPTION OF THE PLAN (CONTINUED)
INVESTMENTS (CONTINUED)
FIDELITY MID-CAP STOCK FUND - The fund normally invests at least 65%
of total assets in common stocks of companies with medium market
capitalizations.
FIDELITY FREEDOM FUNDS - These five 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
effective for only those employees electing 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.
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 daily to each participant's
investment account in the ratio of their individual investment account
to the investment fund in total.
RECLASSIFICATIONS
Certain amounts from 2000 have been reclassified for comparative
purposes.
5
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THE PENN TRAFFIC COMPANY
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan arc 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.
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.
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, 2001 and 2000, Plan assets
included $36,230 and $22,362, respectively, of funds to be directed
toward the purchase of individual life insurance contracts.
6
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THE PENN TRAFFIC COMPANY
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
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4. INVESTMENTS
investments which exceed 5% of the Plan's net assets at
December 31, 2001 include:
FAIR
VALUE
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Fidelity Mid Cap Stock Fund $ 42,434,845
Fidelity Fixed Income Fund 33,302,955
Fidelity Puritan Fund 10,590,657
Fidelity Fund 20,763,199
5. 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 meet 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.
6. 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).
7. TRANSACTIONS WITH PARTIES-IN-INTEREST
As of December 31, 2001 and 2000, the Plan held the following:
December 31, 2001 December 31, 2000
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Number Market Number Market
of Shares Value of Shares Value
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Company common stock 1,115 $ 5,909 1,403 $ 6,841
7
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THE PENN TRAFFIC COMPANY SCHEDULE I
401(k) SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 2001
(SCHEDULE H, PART IV, ITEM (i))
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(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 Fixed Income Fund ** $ 33,302,955
* Fidelity Investments Institutional
Operations Company, Inc. Non Interest Bearing Cash ** 76,016
* Fidelity Investments Institutional
Operations Company, Inc. Penn Traffic Stock ** 5,909
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Fund ** 20,763,199
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Puritan Fund ** 10,590,657
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Growth Company Fund ** 2,731,996
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Diversified International Fund ** 539,025
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Mid Cap Stock Fund ** 42,434,845
* Fidelity Investments Institutional
Operations Company, Inc. Fidelity Freedom Funds ** 2,588,367
* Fidelity Investments Institutional
Operations Company, Inc. Spartan US Equity Index Fund ** 673,468
* Fidelity Investments Institutional
Operations Company, Inc. 7.75%-9.25% Participant Loans ** 5,228,249
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Total investments $118,934,686
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* Denotes party-in-interest investment.
** Cost omitted for participant directed participants.
8
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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 31, 2002
9
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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
10
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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 31, 2002, relating to the financial statements of The Penn Traffic
Company 401(k) Savings Plan, which appears in this Form 11-K.
PricewaterhouseCoopers LLP
May 31, 2002
11