SEC Info - Tootsie Roll Industries Inc - ‘10-K405’ for 12/31/99

SEC Info℠

Home

Help

Please Sign In

Tootsie Roll Industries Inc – ‘10-K405’ for 12/31/99

On: Wednesday, 3/29/00 · For: 12/31/99 · Accession #: 912057-0-14470 · File #: 1-01361

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/29/00  Tootsie Roll Industries Inc       10-K405    12/31/99    6:112K                                   Merrill Corp/FA

Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report -- [x] Reg. S-K Item 405                17     70K 
 2: EX-3.2      Articles of Incorporation/Organization or By-Laws      2      8K 
 3: EX-10.8-3   Material Contract                                      1      6K 
 4: EX-13       Annual or Quarterly Report to Security Holders        33±   147K 
 5: EX-21       Subsidiaries of the Registrant                         1      6K 
 6: EX-27       Financial Data Schedule (Pre-XBRL)                     2      8K

10-K405 — Annual Report — [x] Reg. S-K Item 405
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Business Certain Relationships and Related Transactions Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Directors and Executive Officers of the Registrant Executive Compensation Financial Statements and Supplementary Data Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Market for Registrant's Common Equity and Related Stockholder Matters Properties Quantitative and Qualitative Disclosures About Market Risk Security Ownership of Certain Beneficial Owners and Management Selected Financial Data Submission of Matters to a Vote of Security Holders
1	1st Page - Filing Submission
4	Item 1. Business
5	Item 2. Properties
6	Item 3. Legal Proceedings
"	Item 4. Submission of Matters to a Vote of Security Holders
7	Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
"	Item 6. Selected Financial Data
"	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 7A. Quantitative and Qualitative Disclosures About Market Risk
8	Item 8. Financial Statements and Supplementary Data
"	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
"	Item 10. Directors and Executive Officers of the Registrant
9	Item 11. Executive Compensation
"	Item 12. Security Ownership of Certain Beneficial Owners and Management
"	Item 13. Certain Relationships and Related Transactions

10-K405 1st Page of 17 TOC ↑Top Previous Next ↓Bottom Just 1st
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, 1999

[ ]
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

-------------------------------------------------------------------------------
TOOTSIE ROLL INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-------------------------------------------------------------------------------

VIRGINIA 22-1318955
(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
------------------- -----------------------
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
-------

10-K405 2nd Page of 17 TOC 1st Previous Next ↓Bottom Just 2nd
As of March 7, 2000, 32,440,569 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 $532,831,511. As of March 7,
2000, 15,692,649 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
15,692,649 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 7, 2000 (based upon the closing price of the stock on the New York Stock
Exchange on such date) would have been approximately $574,992,334. 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, 1999 (the "1999 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 29, 2000 in connection with the Company's
2000 Annual Meeting of Shareholders (the "2000 Proxy Statement") are
incorporated by reference in Part III of this report.

10-K405 3rd Page of 17 TOC 1st Previous Next ↓Bottom Just 3rd
TABLE OF CONTENTS

[Enlarge/Download Table]

ITEM 1. Business.................................................................................................1

ITEM 2. Properties...............................................................................................2

ITEM 3. Legal Proceedings........................................................................................3

ITEM 4. Submission of Matters to a Vote of Security Holders......................................................3

ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters....................................4

ITEM 6. Selected Financial Data..................................................................................4

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations....................4

ITEM 8. Financial Statements and Supplementary Data..............................................................5

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.....................5

ITEM 10. Directors and Executive Officers of the Registrant......................................................5

ITEM 11. Executive Compensation..................................................................................6

ITEM 12. Security Ownership of Certain Beneficial Owners and Management..........................................6

ITEM 13. Certain Relationships and Related Transactions..........................................................6

ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.........................................6

-i-

10-K405 4th Page of 17 TOC 1st Previous Next ↓Bottom Just 4th
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, 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 television 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 1999 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 stable in 1999. 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

10-K405 5th Page of 17 TOC 1st Previous Next ↓Bottom Just 5th
corn syrup 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 of money on
research or development activities.

The Company's 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 collected, the Company invests such funds
in various temporary cash investments.

Revenues from a major customer aggregated approximately 17.9%,
17.2% and 15.9% of total net sales during the years ended December 31, 1999,
1998 and 1997, 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, 1999 (the "1999 Report") and on Page 4 of the 1999 Report under the
section entitled "International." Note 11 and the aforesaid section are
incorporated herein by reference. Portions of the 1999 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.

10-K405 6th Page of 17 TOC 1st Previous Next ↓Bottom Just 6th
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 485,000 square feet of manufacturing,
warehousing and office space.

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.

The Company also owns a facility in Mexico City, Mexico,
consisting of approximately 57,000 square feet plus a 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 1999.

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.

10-K405 7th Page of 17 TOC 1st Previous Next ↓Bottom Just 7th
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
transferability 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 7, 2000, there were
approximately 5,800 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 "1999-1998 Quarterly Summary of
Tootsie Roll Industries, Inc. Stock Prices and Dividends" which appears on Page
16 of the 1999 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 1999 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 1999
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, 1999, the Company had open contracts to
purchase approximately twelve 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

10-K405 8th Page of 17 TOC 1st Previous Next ↓Bottom Just 8th
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 1999 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 11, 2000, appearing on Pages 8-15 of
the 1999 Report and the Quarterly Financial Data on Page 16 of the 1999 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 1999 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.

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 2000 Annual Meeting of Shareholders (the "2000 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 2000 Proxy Statement, which section is incorporated
herein by reference. The 2000 Proxy Statement will be filed with the Securities
and Exchange Commission on or before April 29, 2000.

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) 80

Ellen R. Gordon* President and Chief
Operating Officer (2) 68

G. Howard Ember Jr. Vice President/Finance 47

John W. Newlin Jr. Vice President/Manufacturing 63

10-K405 9th Page of 17 TOC 1st Previous Next ↓Bottom Just 9th
Thomas E. Corr Vice President/Marketing and
Sales 51

James M. Hunt Vice President/Distribution 57

Barry P. Bowen Treasurer 44

*A member of the Board of Directors of the Company

(1) Mr. and Mrs. Gordon and Messrs. Newlin, Corr, Ember and Bowen have served
in the positions set forth in the table as their principal occupations for
more than the past eight years. Mr. Hunt has served in his position for the
past seven 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. 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.

ITEM 11. EXECUTIVE COMPENSATION.

See the information set forth in the section entitled
"Executive Compensation and Other Information" of the Company's 2000 Proxy
Statement. Except for the "Report on Executive Compensation" and "Performance
Graph," this section of the 2000 Proxy Statement is incorporated herein by
reference. See the last paragraph of the section entitled "Election of
Directors" of the 2000 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 2000 Proxy Statement. These sections of the 2000 Proxy
Statement are incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K.

(a) Financial Statements.

10-K405 10th Page of 17 TOC 1st Previous Next ↓Bottom Just 10th
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, 1999

Consolidated Statements of Cash Flows for the three years ended
December 31, 1999

Consolidated Statements of Financial Position at December 31,
1999 and 1998

Notes to Consolidated Financial Statements

(2) Financial Statement Schedule:

Report on Independent Accountants on Financial Statement Schedule

For the three years ended December 31, 1999 - 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, 1999.

10-K405 11th Page of 17 TOC 1st Previous Next ↓Bottom Just 11th
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.
In connection with the "safe harbor provisions" of the Private Securities
Litigation Reform Act of 1995, the Company notes the following factors which,
among others, could cause future results to differ materially from the
forward-looking statements, expectations and assumptions expressed or implied
herein. 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; and (iii) inherent risks in the marketplace associated
with new product introductions, including uncertainties about trade and consumer
acceptance. 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.

10-K405 12th Page of 17 TOC 1st Previous Next ↓Bottom Just 12th
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: MELVIN J. GORDON
--------------------------------------
Melvin J. Gordon, Chairman
of the Board of Directors
and Chief Executive Officer

Date: MARCH 23, 2000
------------------------------------

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.

MELVIN J. GORDON Chairman of the Board
---------------------- of Directors and Chief
Melvin J. Gordon Executive Officer (principal
executive officer) March 23, 2000

ELLEN R. GORDON Director, President
---------------------- and Chief Operating Officer March 23, 2000
Ellen R. Gordon

CHARLES W. SEIBERT Director March 23, 2000
----------------------
Charles W. Seibert

LANA JANE LEWIS-BRENT Director March 23, 2000
---------------------
Lana Jane Lewis-Brent

G. HOWARD EMBER JR. Vice President, Finance
--------------------- (principal financial
G. Howard Ember Jr. officer and principal
accounting officer) March 23, 2000

10-K405 13th Page of 17 TOC 1st Previous Next ↓Bottom Just 13th
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 11, 2000 appearing in the 1999 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)(2) 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.

PricewaterhouseCoopers LLP

Chicago, Illinois
February 11, 2000

10-K405 14th Page of 17 TOC 1st Previous Next ↓Bottom Just 14th
TOOTSIE ROLL INDUSTRIES, INC.
AND SUBSIDIARY COMPANIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

DECEMBER 31, 1999, 1998 AND 1997

[Enlarge/Download Table]

ADDITIONS
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
DESCRIPTION OF YEAR EXPENSES DEDUCTIONS(1) YEAR
----------- ---------- ---------- ------------- ------------

1999:
Reserve for bad debts $1,898,000 $ 275,289 $ 422,289 $1,751,000
Reserve for cash discounts 286,000 7,116,112 7,121,112 281,000
---------- ---------- ------------- ------------
$2,184,000 $7,391,401 $7,543,401 $2,032,000
---------- ---------- ------------- ------------
1998:
Reserve for bad debts $1,811,000 $ 275,920 $188,920 $1,898,000
Reserve for cash discounts 274,000 7,599,163 7,587,163 286,000
---------- ---------- ------------- ------------
$ 2,085,000 $ 7,875,083 $ 7,776,083 $ 2,184,000
---------- ---------- ------------- ------------
1997:
Reserve for bad debts $ 1,626,000 $ 338,982 $153,982 $1,811,000
Reserve for cash discounts 259,000 7,360,132 7,345,132 274,000
---------- ---------- ------------- ------------
$1,885,000 $ 7,699,114 $ 7,499,114 $ 2,085,000
---------- ---------- ------------- ------------

(1) Deductions against reserve for bad debts consist of accounts receivable
written off net of recoveries and exchange rate movements. Deductions against
reserve for cash discounts consist of allowances to customers.

10-K405 15th Page of 17 TOC 1st Previous Next ↓Bottom Just 15th
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 Amendment to Restated Articles of Incorporation.

3.3 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.

3.4 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.

10.8.1* 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.
Incorporated by reference to Exhibit 10.8.2 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1998; Commission
File No. 1-1361.

10.8.3* Amendment to the 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

10-K405 16th Page of 17 TOC 1st Previous Next ↓Bottom Just 16th
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.

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.
Incorporated by reference to Exhibit 10.27 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1998; Commission
File No. 1-1361.

13 The following items incorporated by reference herein from the
Company's 1999 Annual Report to Shareholders for the year ended
December 31, 1999 (the "1999 Report"), are filed as Exhibits to this
report:

(i) Information under the section entitled "International" set
forth on Page 4 of the 1999 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 1999 Report;

(iii) Consolidated Statements of Earnings, Comprehensive Earnings
and Retained Earnings for the three years ended December 31,
1999 set forth on Page 8 of the 1999 Report;

(iv) Consolidated Statements of Financial Position at December
31, 1999 and 1998 set forth on Pages 9-10 of the 1999
Report;

10-K405 Last Page of 17 TOC 1st Previous Next ↓Bottom Just 17th
(v) Consolidated Statements of Cash Flow for the three years
ended December 31, 1999 set forth on Page 11 of the 1999
Report;

(vi) Notes to Consolidated Financial Statements set forth on
Pages 12-15 of the 1999 Report;

(vii) Report of Independent Accountants set forth on Page 15 of
the 1999 Report;

(viii) Quarterly Financial Data set forth on Page 16 of the 1999
Report;

(ix) Information under the section entitled "1999-1998 Quarterly
Summary of Tootsie Roll Industries, Inc. Stock Prices and
Dividends" set forth on Page 16 of the 1999 Report; and

(x) Information under the section entitled "Five Year Summary of
Earnings and Financial Highlights" set forth on Page 17 of
the 1999 Report.

21 List of Subsidiaries of the Company.

27 Financial Data Schedule.

--------------------------------------
*Executive compensation plan or arrangement.

10-K405	1st Page of 17	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

10-K405	2nd Page of 17	TOC	1st	Previous	Next	↓Bottom	Just 2nd

10-K405	3rd Page of 17	TOC	1st	Previous	Next	↓Bottom	Just 3rd

10-K405	4th Page of 17	TOC	1st	Previous	Next	↓Bottom	Just 4th

10-K405	5th Page of 17	TOC	1st	Previous	Next	↓Bottom	Just 5th

10-K405	6th Page of 17	TOC	1st	Previous	Next	↓Bottom	Just 6th

10-K405	7th Page of 17	TOC	1st	Previous	Next	↓Bottom	Just 7th

10-K405	8th Page of 17	TOC	1st	Previous	Next	↓Bottom	Just 8th

10-K405	9th Page of 17	TOC	1st	Previous	Next	↓Bottom	Just 9th

10-K405	10th Page of 17	TOC	1st	Previous	Next	↓Bottom	Just 10th

10-K405	11th Page of 17	TOC	1st	Previous	Next	↓Bottom	Just 11th

10-K405	12th Page of 17	TOC	1st	Previous	Next	↓Bottom	Just 12th

10-K405	13th Page of 17	TOC	1st	Previous	Next	↓Bottom	Just 13th

10-K405	14th Page of 17	TOC	1st	Previous	Next	↓Bottom	Just 14th

10-K405	15th Page of 17	TOC	1st	Previous	Next	↓Bottom	Just 15th

10-K405	16th Page of 17	TOC	1st	Previous	Next	↓Bottom	Just 16th

10-K405	Last Page of 17	TOC	1st	Previous	Next	↓Bottom	Just 17th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K405’ Filing	Date	First	Last	Other Filings

	4/29/00	2	8
Filed on:	3/29/00
	3/23/00	12
	3/7/00	2	7
	2/11/00	8	13
For Period End:	12/31/99	1	17
	12/31/98	5	16	10-K
	4/2/98	16
	12/31/97	5	16	10-K
	6/30/97	15
	4/1/97	16
	1/31/97	15		SC 13G
	12/31/96	15		10-K
	12/31/94	15	16	10-K405
	7/30/94	15	16
	10/15/93	15		8-K/A
	9/29/93	15
				List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/29/24  Tootsie Roll Industries Inc.      10-K       12/31/23   78:10M                                    Toppan Merrill Bridge/FA
 3/08/23  Tootsie Roll Industries Inc.      10-K/A     12/31/22   72:9.2M                                   Toppan Merrill Bridge/FA
 3/01/23  Tootsie Roll Industries Inc.      10-K       12/31/22   75:10M                                    Toppan Merrill Bridge/FA
 3/01/22  Tootsie Roll Industries Inc.      10-K       12/31/21   77:10M                                    Toppan Merrill Bridge/FA
 3/01/21  Tootsie Roll Industries Inc.      10-K       12/31/20   80:10M                                    Toppan Merrill Bridge/FA

↑Top

Filing Submission 0000912057-00-014470 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)