- -------------------------------------------------------------------------------
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 EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission file number 1-1361
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TOOTSIE ROLL INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
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Virginia 22-1318955
--------------------------------- ----------------------------------
(State of other jurisdiction (IRS Employer Identification No.)
of Incorporation or organization)
7401 South Cicero Avenue, Chicago, Illinois 60629
(Address of principal executive offices) (ZIP Code)
Registrant's Telephone Number: (312) 838-3400
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------------------------------ -----------------------
Common Stock - Par Value $.69-4/9 Per Share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Class B Common Stock - Par Value $.69-4/9 Per Share
---------------------------------------------------
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 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. X
-------
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As of March 10, 1995, 7,313,555 shares of Common Stock par value $.69-4/9
per share were outstanding and the aggregate market value of the Common Stock
(based upon the closing price of the stock on the New York Stock Exchange on
such date) held by non-affiliates was approximately $308,000,000. As of March
10, 1995, 3,530,908 shares of Class B Common Stock, par value $.69-4/9 per share
were outstanding. Class B Common Stock is not traded on any exchange, is
restricted as to transfer or other disposition, but is convertible into Common
Stock on a share-for-share basis. Upon such conversion, the resulting shares of
Common Stock are freely transferable and publicly traded. Assuming all
3,530,908 shares of outstanding Class B Common Stock were converted into Common
Stock, the aggregate market value of Common Stock held by non-affiliates on
March 10, 1995 (based upon the closing price of the stock on the New York Stock
Exchange on such date) would have been approximately $365,000,000.
Determination of stock ownership by non-affiliates was made solely for the
purpose of this requirement, and the Registrant is not bound by these
determinations for any other purpose.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Company's Annual Report to Shareholders for the year ended
December 31, 1994 (the "1994 Report") are incorporated by reference in Parts I
and II of this report.
2. Portions of the Company's Definitive Proxy Statement which will be
distributed on or before April 30, 1995 in connection with the Company's 1995
Annual Meeting of Shareholders (the "1995 Proxy Statement") is incorporated by
reference in Part III of this report.
Cover Page 2 of 2 pages
PART I
ITEM 1. BUSINESS.
Tootsie Roll Industries, Inc. and its consolidated subsidiaries
(the "Company") are engaged in the manufacture and sale of candy. This is the
only industry segment in which the Company operates and is its only line of
business. A majority of the Company's products are sold under the registered
trademarks "Tootsie," "Tootsie Roll," or "Tootsie Pop." The principal product
of the Company is the familiar "Tootsie Roll," a chocolate-flavored candy of a
chewy consistency, which is sold in several sizes and which is also used as a
center for other products in the line including "Tootsie Pops," a spherical
fruit or chocolate-flavored shell of hard candy with a center of "Tootsie Roll"
candy on a paper safety stick. The Company and its predecessors have
manufactured the "Tootsie Roll" product to substantially the same formula and
sold it under the same name for almost 100 years. The Company's products also
include "Tootsie Roll Flavor Rolls" and "Tootsie Frooties," multiflavored
candies of chewy consistency.
The Company also manufactures and sells molded candy drop
products under the registered trademark "Mason" and "Tootsie," including "Mason
Dots," and "Mason Crows."
The Company's wholly owned subsidiary, Cella's Confections Inc.,
produces a chocolate covered cherry under the registered trademark "Cella's."
In 1988, the Company acquired the Charms Company. This candy
manufacturer produces lollipops, including bubble gum-filled lollipops, and hard
candy. The majority of the Company's products are sold under the registered
trademarks "Charms," "Blow-Pop," "Blue Razz," and "Zip-A-Dee-Doo-Da-Pops."
In 1993, the Company acquired Cambridge Brands, Inc. which was
the former Chocolate/Caramel Division of Warner Lambert. Cambridge Brands, Inc.
manufactures various confectionery products under the registered trademarks
"Junior Mint," "Charleston Chew," "Sugar Babies," and "Sugar Daddy".
The Company's products are marketed in a variety of packages
designed to be suitable for display and sale in different types of retail
outlets and vending machines and fund-raising religious and charitable
organizations. They are distributed through approximately 100 candy and grocery
brokers and by the Company itself to approximately 15,000 customers throughout
the United States. These customers include wholesale distributors of candy and
groceries, supermarkets, variety stores, chain grocers, drug chains, discount
chains, cooperative grocery associations, warehouse and membership club stores,
vending machine operators, and fund-raising religious and charitable
organizations.
The Company's principal markets are in the United States, Canada
and Mexico. The Company's Mexican plant supplies a very small percentage of the
products marketed in the United States and Canada.
The Company has advertised nationally for many years. Although
nearly all advertising media have been used at one time or another, at present
most of the Company's advertising expenditures are for the airing of network and
syndicated TV and cable and spot television on major markets throughout the
country.
The domestic candy business is highly competitive. The Company
competes primarily with other manufacturers of bar candy and candy of the type
sold in variety, grocery and convenience stores. Although accurate statistics
are not available, the Company believes it is the sixth largest domestic
manufacturer. In the markets in which the Company competes, the main forms of
competition comprise brand recognition as well as a fair price for our products
at various retail price points.
Sale of candy products may be influenced to some extent by
discussions of and effect on dental health and weight.
The Company did not have a material backlog of firm orders at the
end of the calendar years 1994 or 1993.
All raw materials used by the Company are readily obtainable from
a number of suppliers at competitive prices. The average cost of most major raw
materials remained relatively stable in the first half of 1994. However, as a
result of the capacity of packaging material suppliers coming under pressure
during the second half of 1994 due to strong export demand for U.S. materials,
prices for paper, board, foil and other materials increased dramatically. The
Company was protected to some degree from these increases by having previously
negotiated fixed price contracts for many of the materials. It is not possible
to project future changes in the price of raw materials. The Company has
engaged in hedging transactions in sugar, corn and other commodities and may do
so in the future if and when advisable. From time to time the Company changes
the size of certain of its products, which are usually sold at standard retail
prices, to reflect significant changes in raw material costs.
The Company does not hold any material patents, licenses,
franchises or concessions. The Company's major trademarks are registered in the
United States and in many other countries. Continued trademark protection is of
material importance to the Company's business as a whole.
The Company does not expend significant amounts on research or
development activities.
Compliance with Federal, State and local provisions which have
been enacted or adopted regulating the discharge of materials into the
environment, or otherwise relating to the protection of the environment, has not
had a material effect on the capital expenditures, earnings or competitive
position of the Company nor does the Company anticipate any such material
effects from presently enacted or adopted regulations.
The Company employs approximately 1,700 persons.
2
The Company has found that its sales normally maintain a
consistent level throughout the year except for a substantial upsurge in the
third quarter which reflects sales in anticipation of Halloween. In
anticipation of this high sales period, the Company generally begins its
Halloween inventory build up in the second quarter of each year. The Company
historically offers extended credit terms for sales made under Halloween sales
programs. Each year, after Halloween receivables have been collected, the
Company invests funds in various temporary cash investments.
Revenues from a major customer of the Company aggregated approximately
16.8%, 13.6% and 12.5% of total net sales during the years ended December 31,
1994, 1993 and 1992, respectively.
For a summary of sales, net earnings and assets of the Company by
geographic area and additional information regarding the foreign subsidiaries of
the Company, see Note 11 of the Notes to Consolidated Financial Statements on
Page 15 of the Company's Annual Report to Shareholders for the year ended
December 31, 1994 (the "1994 Report") and on Page 4 of the 1994 Report under the
section entitled "International." Note 11 and the aforesaid section are
incorporated herein by reference. Portions of the 1994 Report are filed as an
exhibit to this report.
ITEM 2. PROPERTIES.
The Company owns its principal plant and offices which are
located in Chicago, Illinois in a building consisting of approximately 2,200,000
square feet. The Company utilizes approximately 1,800,000 square feet for
offices, manufacturing and warehousing facilities and leases, or has available
to lease to third parties, approximately 400,000 square feet.
In addition to owning the principal plant and warehousing
facilities mentioned above, the Company leases manufacturing and warehousing
facilities at a second location in Chicago which comprises 80,600 square feet.
The lease is renewable by the Company every five years through June, 2011. The
Company also periodically leases additional warehousing space at this second
location as needed on a month to month basis.
Cella's Confections, Inc., a subsidiary, owns a facility in New
York City, containing approximately 43,000 square feet. This facility consists
of manufacturing, warehousing and office space on three floors containing
approximately 33,200 square feet with a below surface level of approximately
9,800 square feet.
Charms Company, a subsidiary, owns a facility in Covington,
Tennessee, containing approximately 267,000 square feet of manufacturing,
warehousing and office space.
Cambridge Brands, Inc., a subsidiary, owns a facility in
Cambridge, Massachusetts, containing approximately 145,000 square feet. The
facility consists of manufacturing, warehousing and office space on five floors.
The Company also owns property and a plant with manufacturing,
warehousing and office space in Mexico City, Mexico, consisting of approximately
57,000 square feet plus parking lot and yard area comprising approximately
25,000 square feet.
3
The Company owns the production machinery and equipment located
in the plants in Chicago, New York, Covington (Tennessee), Cambridge
(Massachusetts) and Mexico City, except for approximately $7 million of
equipment in Covington, Tennessee, under an operating lease. The Company
considers that all of its facilities are well maintained, in good operating
condition and adequately insured.
ITEM 3. LEGAL PROCEEDINGS.
There are no material pending legal proceedings known to the
Company to which the Company or any of its subsidiaries is a party or of which
any of their property is the subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the Company's shareholders
through the solicitation of proxies or otherwise during the fourth quarter of
1994.
ADDITIONAL
ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT.
See the information on Executive Officers set forth in the table
in Part III, Item 10, Page 6 of this report, which is incorporated herein by
reference.
4
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The Company's Common Shares are traded on the New York Stock Exchange.
The Company's Class B Common Shares are subject to restrictions on transfer and
no market exists for such shares. The Class B Common Shares are convertible at
the option of the holder into Common Shares on a share for share basis. As of
March 10, 1995, there were approximately 9,500 holders of record of Common and
Class B Common Shares. For information on the market price of, and dividends
paid with respect to, the Company's Common Shares, see the section entitled
"1994-1993 Quarterly Summary of Tootsie Roll Industries, Inc. Stock Price and
Dividends Per Share" which appears on Page 16 of the 1994 Report. This section
is incorporated herein by reference and filed as an exhibit to this report.
ITEM 6. SELECTED FINANCIAL DATA.
See the section entitled "Five Year Summary of Earnings and Financial
Highlights" which appears on Page 17 of the 1994 Report. This section is
incorporated herein by reference and filed as an exhibit to this report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
See the section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on Pages 5-7 of the 1994 Report.
This section is incorporated herein by reference and filed as an exhibit to this
report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements, together with the report thereon of Price
Waterhouse LLP dated February 15, 1995, appearing on Pages 8-15 of the 1994
Report and the Quarterly Financial Data on Page 16 of the 1994 Report are
incorporated by reference in this report. With the exception of the
aforementioned information and the information incorporated in Items 1, 5, 6 and
7, the 1994 Report is not to be deemed filed as part of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
5
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
See the information with respect to the Directors of the Company which
is set forth in the section entitled "Election of Directors" of the Company's
Definitive Proxy Statement to be used in connection with the Company's 1995
Annual Meeting of Shareholders (the "1995 Proxy Statement"). Except for the
last paragraph of this section relating to the compensation of Directors, this
section is incorporated herein by reference. The 1995 Proxy Statement will be
filed with the Securities and Exchange Commission on or before April 30, 1995.
The following table sets forth the information with respect to the
executive officers of the Company:
NAME POSITION (1) AGE
- ---- ------------ ---
Melvin J. Gordon* Chairman of the Board
and Chief Executive Officer (2) 75
Ellen R. Gordon* President and Chief
Operating Officer (2) 63
G. Howard Ember Jr. Vice President/Finance 42
John W. Newlin Jr. Vice President/Manufacturing 58
Thomas E. Corr Vice President/Marketing and
Sales 46
James M. Hunt Vice President/Distribution 52
*A member of the Board of Directors of the Company.
1) Mr. and Mrs. Gordon and Messrs. Newlin and Corr have served in the
positions set forth in the table as their principal occupations for more
than the past five years. Mr. Ember has served in his position for the
past four years, and in the seven years prior to that, has served the
Company in the position of Treasurer and Assistant Vice President of
Finance. Mr. Hunt has served in his position for the past two years and in
the fifteen years prior to that, has served the Company in the positions of
Director of Distribution and Assistant Vice President of Distribution. Mr.
and Mrs. Gordon have also served as President and Vice President,
respectively, of HDI Investment Corp., a family investment company.
2) Melvin J. Gordon and Ellen R. Gordon are husband and wife.
6
ITEM 11. EXECUTIVE COMPENSATION.
See the information set forth in the section entitled "Executive
Compensation and Other Information" of the Company's 1995 Proxy Statement.
Except for the "Report on Executive Compensation" and "Performance Graph," this
section of the 1995 Proxy Statement is incorporated herein by reference. See
the last paragraph of the section entitled "Election of Directors" of the 1995
Proxy Statement, which paragraph is incorporated herein by reference. The 1995
Proxy Statement will be filed with the Securities and Exchange Commission on or
before April 30, 1995.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
For information with respect to the beneficial ownership of the
Company's Common Shares and Class B Common Shares by the beneficial owners of
more than 5% of said shares and by the management of the Company, see the
sections entitled "Ownership of Common Stock and Class B Common Stock by
Certain Beneficial Owners" and "Ownership of Common Stock and Class B Common
Stock by Management" of the 1995 Proxy Statement. These sections of the 1995
Proxy Statement are incorporated herein by reference. The 1995 Proxy Statement
will be filed with the Securities and Exchange Commission on or before April 30,
1995.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Daniel G. Ross, a director of the Company through May 1994, is a
member of the law firm of Becker, Ross, Stone, DeStefano & Klein, which has
served as general counsel to the Company for many years. Mr. Ross retired as of
the 1994 annual meeting of shareholders in May 1994.
7
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Financial Statements.
The following financial statements and schedules are filed as part of
this report:
(1) Financial Statements (filed herewith as part of Exhibit 13):
Report of Independent Accountants
Consolidated Statements of Earnings and
Retained Earnings for the three years
ended December 31, 1994
Consolidated Statements of Cash Flows
for the three years ended December 31,
1994
Consolidated Statements of Financial
Position at December 31, 1994 and 1993
Notes to Consolidated Financial
Statements
(2) Financial Statement Schedule:
Report of Independent Accountants on
Financial Statement Schedules
Valuation and Qualifying Accounts for the three years
ended December 31, 1994
All other schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
(3) Exhibits required by Item 601 of Regulation S-K:
See Index to Exhibits which appears following
Financial Schedule X.
No reports on Form 8-K were filed during the quarter ended
December 31, 1994.
8
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, Tootsie Roll Industries, Inc. has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
TOOTSIE ROLL INDUSTRIES, INC.
By /s/ MELVIN J. GORDON
----------------------------
Melvin J. Gordon, Chairman
of the Board of Directors
and Chief Executive Officer
Date: March 28, 1995
-------------------------
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.
/s/ MELVIN J. GORDON Chairman of the Board March 28, 1995
- -------------------- of Directors and Chief
Melvin J. Gordon Executive Office
(principal executive
officer)
/s/ ELLEN R. GORDON Director, President, March 28, 1995
- -------------------- and Chief Operating
Ellen R. Gordon Officer
Director March 28, 1995
- --------------------
Charles W. Seibert
/s/ WILLIAM TOURETZ Director & Secretary March 28, 1995
- --------------------
William Touretz
Director March 28, 1995
- --------------------
Lana Jane Lewis-Brent
/s/ G.HOWARD EMBER JR Vice President, Finance March 28, 1995
- --------------------- (principal financial
G. Howard Ember Jr. officer and principal
accounting officer)
9
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Shareholders of
Tootsie Roll Industries, Inc.
Our audits of the consolidated financial statements referred to in our
report dated February 15, 1995 appearing on Page 15 of the 1994 Annual Report to
Shareholders of Tootsie Roll Industries, Inc. (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) 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.
PRICE WATERHOUSE LLP
Chicago, Illinois
February 15, 1995
10
FINANCIAL SCHEDULE
11
TOOTSIE ROLL INDUSTRIES, INC.
AND SUBSIDIARY COMPANIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
DECEMBER 31, 1994, 1993 AND 1992
Additions
Balance at charged to Balance at
beginning costs and end of
Classification of year expenses Deductions year
- -------------- ---------- ---------- ---------- ----------
1994:
Reserve for bad
debts $ 1,835,000 $ 350,935 $ 1,012,935 (1) $ 1,173,000
Reserve for cash
discounts 240,000 5,972,711 5,919,711 (2) 293,000
---------- ---------- ---------- ----------
$ 2,075,000 $ 6,323,646 $ 6,932,646 $ 1,466,000
---------- ---------- ---------- ----------
1993:
Reserve for bad
debts $ 1,110,000 $ 894,790 $ 169,790 (1) $ 1,835,000
Reserve for cash
discounts 109,000 4,962,551 4,831,551 (2) 240,000
---------- ---------- ---------- ----------
$ 1,219,000 $ 5,857,341 $ 5,001,341 $ 2,075,000
---------- ---------- ---------- ----------
1992:
Reserve for bad
debts $ 981,000 $ 939,448 $ 810,448 (1) $ 1,110,000
Reserve for cash
discounts 118,000 4,557,058 4,566,058 (2) 109,000
---------- ---------- ---------- ----------
$ 1,099,000 $ 5,496,506 $ 5,376,506 $ 1,219,000
---------- ---------- ---------- ----------
<FN>
(1) Accounts receivable written off net of recoveries and exchange rate movements.
(2) Allowances to customers.
12
INDEX TO EXHIBITS
2.1 Asset Sale Agreement dated September 29, 1993
between Warner-Lambert Company and the Company,
including a list of omitted exhibits and
schedules. Incorporated by reference to Exhibit
2 to the Company's Report on Form 8-K dated
October 15, 1993; Commission File No. 1-1361.
The Company hereby agrees to provide the Commission,
upon request, copies of any omitted exhibits or schedules required
by Item 601(b)(2) of Regulation S-K.
3.1 Articles of Incorporation. Incorporated by
reference to Exhibit 2.1 to Company's
Registration Statement on Form 8-A dated February
29, 1988.
3.1.1 Articles of Amendment of the Articles of
Incorporation dated May 2, 1988. Incorporated by
reference to Exhibit 3.1.1 of the Company's
Annual Report on Form 10-K for the year ended
December 31, 1988; Commission File No. 1-1361.
3.1.2 Articles of Amendment of the Articles of
Incorporation dated May 7, 1990. Incorporated by
reference to Exhibit 3.1.2 of the Company's
Annual Report on Form 10-K for the year ended
December 31, 1990; Commission File No. 1-1361.
3.2 By-Laws. Incorporated by reference to Exhibit
2.2 to Company's Registration Statement of Form
8-A dated February 29, 1988.
3.3 Specimen Class B Common Stock Certificate.
Incorporated by reference to Exhibit 1.1 to
Company's Registration Statement on Form 8-A
dated February 29, 1988.
10.5* Consultation Agreement between the Company and
William Touretz dated December 21, 1979.
Incorporated by reference to Exhibit 10.5 of the
Company's Annual Report on Form 10-K for the year
ended December 31, 1992; Commission File No.
1-1361.
13
10.5.1* Modification Agreement between the Company and
William Touretz dated as of December 5, 1984.
Incorporated by reference to Exhibit 10.5.1 to
the Company's Annual Report on Form 10-K for the
year ended December 31, 1984; Commission File No.
1-1361.
10.5.2* Modification Agreement between the Company and
William Touretz dated as of December 13, 1985.
Incorporated by reference to Exhibit 10.5.2 of
the Company's Annual Report on Form 10-K for the
year ended December 31, 1985; Commission File No.
1-1361.
10.5.3* Modification Agreement between the Company and
William Touretz dated as of December 17, 1986.
Incorporated by reference to Exhibit 10.5.3 of
the Company's Annual Report on Form 10-K for the
year ended December 31, 1986; Commission File No.
1-1361.
10.8.1* Excess Benefit Plan. Incorporated by reference
to Exhibit 10.8.1 of the Company's Annual Report
on Form 10-K for the year ended December 31,
1990; Commission File No. 1-1361.
10.8.2* Career Achievement Plan of the Company.
Incorporated by reference to Exhibit 10.8.2 of
the Company's Annual Report on Form 10-K for the
year ended December 31, 1993; Commission File No.
1-1361.
10.12* Split Dollar Agreements (Special Trust and
Daughters Revocable Trust) between the Company
and trustee of Trust dated July 10, 1993.
Incorporated by reference to Exhibit 10.12 of the
Company's Annual Report on Form 10-K for the year
ended December 31, 1993; Commission File No.
1-1361.
10.21* Executive Split Dollar Insurance and Collateral
Assignment Agreement between the Company and
G. Howard Ember Jr. dated July 30, 1994.
10.22* Executive Split Dollar Insurance and Collateral
Assignment Agreement between the Company and
John W. Newlin dated July 30, 1994.
14
10.23* Executive Split Dollar Insurance and Collateral
Assignment Agreement between the Company and Thomas E.
Corr dated July 30, 1994.
10.24* Executive Split Dollar Insurance and Collateral
Assignment Agreement between the Company and James Hunt
dated July 30, 1994.
13 The following items incorporated by reference
herein from the Company's 1994 Annual Report to
Shareholders for the year ended December 31, 1994
(the "1994 Report"), are filed as Exhibits to
this report:
(i) Information under the section entitled
"International" set forth on Page 4 of the 1994
Report;
(ii) Information under the section entitled
"Management's Discussion and Analysis of Financial
Condition and Results of Operations" set forth on
Pages 5-7 of the 1994 Report;
(iii) Consolidated Statements of Earnings and Retained
Earnings for the three years ended December 31,
1994 set forth on Page 8 of the 1994 Report;
(iv) Consolidated Statements of Financial Position at
December 31, 1994 and 1993 set forth on Pages 9-10
of the 1994 Report;
(v) Consolidated Statements of Cash Flow for the three
years ended December 31, 1994 set forth on Page 11
of the 1994 Report;
(vi) Notes to Consolidated Financial Statements set
forth on Pages 12-15 of the 1994 Report;
(vii) Report of Independent Accountants set forth on
Page 15 of the 1994 Report;
(viii) Quarterly Financial Data set forth on Page 16 of
the 1994 Report;
15
(ix) Information under the section entitled "1994-1993
Quarterly Summary of Tootsie Roll Industries, Inc.
Stock Prices and Dividends" set forth on Page 16
of the 1994 Report; and
(x) Information under the section entitled "Five Year
Summary of Earnings and Financial Highlights" set
forth on Page 17 of the 1994 Report.
21 List of Subsidiaries of the Company.
- -----------------------------
*Executive compensation plan or arrangement.
16