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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, 1998
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
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
7401 South Cicero Avenue, Chicago, Illinois 60629
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number: (773) 838-3400
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock - Par Value New York Stock Exchange
$.69-4/9 Per Share
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.
----
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As of March 9, 1999, 32,474,713 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
$881,089,780. As of March 9, 1999, 15,386,543 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 15,386,543 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 9, 1999 (based upon the closing price
of the stock on the New York Stock Exchange on such date) would have been
approximately $956,643,206. 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, 1998 (the "1998 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, 1999 in connection with the
Company's 1999 Annual Meeting of Shareholders (the "1999 Proxy Statement")
are incorporated by reference in Part III of this report.
PART I
ITEM 1. BUSINESS.
Tootsie Roll Industries, Inc. and its consolidated
subsidiaries (the "Company") have been engaged in the manufacture and sale of
candy for over 100 years. This is the only industry segment in which the
Company operates and is its only line of business. The majority of the
Company's products are sold under the registered trademarks TOOTSIE ROLL,
TOOTSIE ROLL POPS, CHILD'S PLAY, TOOTSIE CARAMEL APPLE POPS, CHARMS,
BLOW-POP, BLUE RAZZ, ZIP-A-DEE-DOO-DA POPS, CELLA'S, MASON DOTS, MASON CROWS,
JUNIOR MINT, CHARLESTON CHEW, SUGAR DADDY AND SUGAR BABIES. The Company
acquired the last four of these trademarks in 1993 along with the
manufacturing assets of the former Chocolate/Caramel Division of Warner
Lambert Company.
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. 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
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 in 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 among the ten
largest domestic manufacturers in this field. 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.
The Company did not have a material backlog of firm orders
at the end of the calendar years 1997 or 1998.
Packaging materials and ingredients used by the Company are
readily obtainable from a number of suppliers at competitive prices.
Packaging material costs, including films, cartons, corrugated containers and
waxed paper, were favorable in 1998. The Company continues to seek
competitive bids to leverage the high volume of annual purchases it makes of
these items and to lower per unit costs. The Company has engaged in hedging
transactions primarily in sugar and corn 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.
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Compliance with Federal, State and local regulations 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 1,750 persons.
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 associated with 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 paid, the
Company invests funds in various temporary cash investments.
Revenues from a major customer aggregated approximately
17.2%, 15.9% and 16.2% of total net sales during the years ended December 31,
1998, 1997 and 1996, 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, 1998 (the "1998 Report") and on
Page 4 of the 1998 Report under the section entitled "International." Note 11
and the aforesaid section are incorporated herein by reference. Portions of
the 1998 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 138,000 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, New York, containing approximately 60,000 square feet. This
facility consists of manufacturing, warehousing and office space on three
floors containing approximately 48,000 square feet with a below surface level
of approximately 12,000 square feet.
Charms L.P., a subsidiary, owns a facility in Covington,
Tennessee, containing approximately 285,000 square feet of manufacturing,
warehousing and office space, with an additional 200,000 square feet of
warehousing space under construction.
Cambridge Brands, Inc., a subsidiary, owns a facility in
Cambridge, Massachusetts, containing approximately 142,000 square feet. The
facility consists of manufacturing, warehousing and office space on five
floors.
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The Company also owns a facility in Mexico City, Mexico,
consisting of approximately 57,000 square feet plus parking lot and yard area
comprising approximately 25,000 square feet. The facility consists of
manufacturing, warehousing and office space.
The Company owns substantially all of the production
machinery and equipment located in the plants in Chicago, New York, Covington
(Tennessee), Cambridge (Massachusetts) and Mexico City. 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 1998.
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.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Company's Common Stock is traded on the New York Stock
Exchange. The Company's Class B Common Stock is subject to restrictions on
transfer and no market exists for such shares of Class B Common Stock. The
Class B Common Stock is convertible at the option of the holder into shares
of Common Stock on a share for share basis. As of March 9, 1999, there were
approximately 9,500 holders of record of Common and Class B Common Stock. For
information on the market price of, and dividends paid with respect to, the
Company's Common Stock, see the section entitled "1998-1997 Quarterly Summary
of Tootsie Roll Industries, Inc. Stock Prices and Dividends" which appears on
Page 16 of the 1998 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 1998 Report. This
section is incorporated herein by reference and filed as an exhibit to this
report.
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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 1998
Report. This section is incorporated herein by reference and filed as an exhibit
to this report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company's products are manufactured from several key raw
materials, including sugar, corn syrup, edible oils and cocoa, and finished
products incorporate packaging materials such as waxed paper, printed films,
cartons and corrugated boxes. Although these items are expected to remain in
adequate supply, spot market prices can be influenced by external factors such
as weather conditions and crop yields, as well as by factors such as industry
capacity and the general balance of supply and demand.
Where deemed advisable, the Company utilizes a variety of
hedging strategies and fixed price contracts to mitigate its exposure to
short-term price fluctuations. In the long term, the Company has latitude to
adjust product weights or take other measures to compensate for fluctuations in
raw material prices. At December 31, 1998, the Company had open contracts to
purchase approximately eighteen months of its expected sugar usage.
The Company may also, when it deems advisable to do so, hedge
certain foreign currency cash flows, particularly with respect to large
equipment purchase commitments. Inasmuch as the Company has low levels of debt,
and invests in securities with maturities of up to three years, the majority of
which are held to maturity, its exposure to interest rate fluctuations is not
material.
See Note 1 of the Notes of Consolidated Financial Statements
on Page 12 of the 1998 Report, which is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements, together with the report thereon of
PricewaterhouseCoopers LLP dated February 9, 1999, appearing on Pages 8-15 of
the 1998 Report and the Quarterly Financial Data on Page 16 of the 1998 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 1998 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.
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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 1999 Annual Meeting of Shareholders (the "1999 Proxy Statement").
Except for the last paragraph of this section relating to the compensation of
Directors, this section is incorporated herein by reference. See the
information in the section entitled "Section 16(a) Beneficial Ownership
Reporting Compliance" of the Company's 1999 Proxy Statement, which section is
incorporated herein by reference. The 1999 Proxy Statement will be filed with
the Securities and Exchange Commission on or before April 30, 1999.
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) 79
Ellen R. Gordon* President and Chief
Operating Officer (2) 67
G. Howard Ember Jr. Vice President/Finance 46
John W. Newlin Jr. Vice President/Manufacturing 62
Thomas E. Corr Vice President/Marketing and
Sales 50
James M. Hunt Vice President/Distribution 56
Barry P. Bowen Treasurer 43
*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 eight years. Mr. Ember has served in his position
for the past eight years, and in the seven years prior to that, served
the Company in the position of Treasurer and Assistant Vice President
of Finance. Mr. Hunt has served in his position for the past six years
and in the fifteen years prior to that, served the Company in the
positions of Director of Distribution and Assistant Vice President of
Distribution. Mr. Bowen has served in his position for the past eight
years. 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.
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ITEM 11. EXECUTIVE COMPENSATION.
See the information set forth in the section entitled
"Executive Compensation and Other Information" of the Company's 1999 Proxy
Statement. Except for the "Report on Executive Compensation" and "Performance
Graph," this section of the 1999 Proxy Statement is incorporated herein by
reference. See the last paragraph of the section entitled "Election of
Directors" of the 1999 Proxy Statement, which paragraph is incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
For information with respect to the beneficial ownership of
the Company's Common Stock and Class B Common Stock 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 1999 Proxy Statement. These sections of the 1999 Proxy
Statement are incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
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, Comprehensive
Earnings and Retained Earnings for the three years
ended December 31, 1998
Consolidated Statements of Cash Flows for the
three years ended December 31, 1998
Consolidated Statements of Financial Position at
December 31, 1998 and 1997
Notes to Consolidated Financial Statements
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(2) Financial Statement Schedules:
Report of Independent Accountants on Financial
Statement Schedules
For the three years ended December 31, 1998-Valuation
and Qualifying Accounts
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 II.
No reports on Form 8-K were filed during the year
ended December 31, 1998.
FORWARD-LOOKING INFORMATION
From time to time, in the Company's statements and written reports, including
this report, the Company discusses its expectations regarding future
performance by making certain "forward-looking statements." These
forward-looking statements are based on currently available competitive,
financial and economic data and management's views and assumptions regarding
future events. Such forward-looking statements are inherently uncertain, and
actual results may differ materially from those expressed or implied herein.
Consequently, the Company wishes to caution readers not to place undue
reliance on any forward-looking statements. Among the factors that could
impact the Company's ability to achieve its stated goals are the following:
(i) significant competitive activity, including advertising, promotional and
price competition, and changes in consumer demand for the Company's products;
(ii) fluctuations in the cost and availability of various raw materials;
(iii) inherent risks in the marketplace associated with new product
introductions, including uncertainties about trade and consumer acceptance;
and (iv) the Company's ability, and its suppliers' and customers' ability, to
adequately address Year 2000 issues. In addition, the Company's results may
be affected by general factors, such as economic conditions, political
developments, currency exchange rates, interest and inflation rates,
accounting standards, taxes, and laws and regulations affecting the Company
in markets where it competes.
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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
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Melvin J. Gordon, Chairman
of the Board of Directors
and Chief Executive Officer
Date: March 29, 1999
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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
--------------------- of Directors and Chief
Melvin J. Gordon Executive Officer
(principal executive
officer) March 29, 1999
/s/ Ellen R. Gordon Director, President
--------------------- and Chief Operating
Ellen R. Gordon Officer March 29, 1999
/s/ Charles W. Seibert Director March 29, 1999
----------------------
Charles W. Seibert
/s/ Lana Jane Lewis-Brent Director March 29, 1999
-------------------------
Lana Jane Lewis-Brent
/s/ G. Howard Ember Jr. Vice President, Finance
----------------------- (principal financial
G. Howard Ember Jr. officer and principal
accounting officer) March 29, 1999
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REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of
Tootsie Roll Industries, Inc.
Our audits of the consolidated financial statements referred
to in our report dated February 9, 1999 appearing on Page 15 of the 1998 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.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 9, 1999
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FINANCIAL SCHEDULE
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TOOTSIE ROLL INDUSTRIES, INC.
AND SUBSIDIARY COMPANIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
DECEMBER 31, 1998, 1997 AND 1996
Additions
Balance at charged to Balance at
beginning costs and End of
Description of Year expenses Deductions Year
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1998:
Reserve for bad debts $ 1,811,000 $ 275,920 $ 188,920 (1) $ 1,898,000
Reserve for cash 274,000 7,599,163 7,587,163 (2) 286,000
discounts ----------- ----------- ----------- ------------
$ 2,085,000 $ 7,875,083 $ 7,776,083 $ 2,184,000
----------- ----------- ----------- ------------
1997:
Reserve for bad debts $ 1,626,000 $ 338,982 $ 153,982 (1) $ 1,811,000
Reserve for cash 259,000 7,360,132 7,345,132 (2) 274,000
discounts ----------- ----------- ----------- ------------
$ 1,885,000 $ 7,699,114 $ 7,499,114 $ 2,085,000
----------- ----------- ----------- ------------
1996:
Reserve for bad debts $ 1,446,000 $ 476,204 $ 296,204 (1) $ 1,626,000
Reserve for cash 328,000 6,767,016 6,836,016 (2) 259,000
discounts ----------- ----------- ----------- ------------
$ 1,774,000 $ 7,243,220 $ 7,132,220 $ 1,885,000
----------- ----------- ----------- ------------
(1) Accounts receivable written off net of recoveries and exchange rate
movements.
(2) Allowances to customers.
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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 Restated Articles of Incorporation. Incorporated by reference to
Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1997; Commission File No. 1-1361.
3.2 Amended and Restated By-Laws. Incorporated by reference to
Exhibit 3.2 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1996; Commission File No. 1-1361.
3.3 Specimen Class B Common Stock Certificate. Incorporated by reference
to Exhibit 1.1 of the Company's Registration Statement on Form 8-A
dated February 29, 1988.
10.5* Tootsie Roll Industries, Inc. Bonus Incentive Plan. Incorporated
by reference to Exhibit A to the Company's Proxy Statement dated
March 27, 1997; 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* Amended and Restated Career Achievement Plan of the Company.
10.12* Restatement of Split Dollar Agreement (Special Trust) between the
Company and the trustee of the Gordon Family 1993 Special Trust dated
January 31, 1997. Incorporated by reference to Exhibit 10.12 of the
Company's Annual Report on Form 10-K for the year ended December 31,
1996; 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.
Incorporated by reference to Exhibit 10.21 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1994; Commission
File No. 1-1361.
10.22* Executive Split Dollar Insurance and Collateral Assignment Agreement
between the Company and John W. Newlin dated July 30, 1994.
Incorporated by reference to Exhibit 10.22 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1994; Commission
File No. 1-1361.
10.23* Executive Split Dollar Insurance and Collateral Assignment Agreement
between the Company and Thomas E. Corr dated July 30, 1994.
Incorporated by reference to Exhibit 10.23 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1994; Commission
File No. 1-1361.
10.24* Executive Split Dollar Insurance and Collateral Assignment Agreement
between the Company and James Hunt dated July 30, 1994. Incorporated
by reference to Exhibit 10.24 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1994; Commission File
No. 1-1361.
10.25* Form of Change In Control Agreement dated August, 1997 between the
Company and certain executive officers. Incorporated by reference to
Exhibit 10.25 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1997; Commission File No. 1-1361.
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10.26* Executive Split Dollar Insurance and Collateral Assignment Agreement
between the Company and Barry Bowen dated April 1, 1997. Incorporated
by reference to Exhibit 10.26 of the Company's Annual Report on Form
10-K for the year ended December 31, 1997; Commission File No.
1-1361.
10.27* Amendment to Split Dollar Agreement (Special Trust) dated April 2,
1998 between the Company and the trustee of the Gordon Family 1993
Special Trust, together with related Collateral Assignments.
13 The following items incorporated by reference herein from the
Company's 1998 Annual Report to Shareholders for the year ended
December 31, 1998 (the "1998 Report"), are filed as Exhibits to this
report:
(i) Information under the section entitled "International" set
forth on Page 4 of the 1998 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 1998 Report;
(iii) Consolidated Statements of Earnings, Comprehensive Earnings
and Retained Earnings for the three years ended December 31,
1998 set forth on Page 8 of the 1998 Report;
(iv) Consolidated Statements of Financial Position at December 31,
1998 and 1997 set forth on Pages 9-10 of the 1998 Report;
(v) Consolidated Statements of Cash Flow for the three years ended
December 31, 1998 set forth on Page 11 of the 1998 Report;
(vi) Notes to Consolidated Financial Statements set forth on
Pages 12-15 of the 1998 Report;
(vii) Report of Independent Accountants set forth on Page 15 of the
1998 Report;
(viii) Quarterly Financial Data set forth on Page 16 of the 1998
Report;
(ix) Information under the section entitled "1998-1997 Quarterly
Summary of Tootsie Roll Industries, Inc. Stock Prices and
Dividends" set forth on Page 16 of the 1998 Report; and
(x) Information under the section entitled "Five Year Summary of
Earnings and Financial Highlights" set forth on Page 17 of the
1998 Report.
21 List of Subsidiaries of the Company.
27 Financial Data Schedule.
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*Executive compensation plan or arrangement.
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