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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, 2000
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
- -------------------------------------------------------------------------------
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. / /
As of March 6, 2001, 33,018,174 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 $913,533,690. As of March 6,
2001, 16,024,015 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
16,024,015 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 6, 2001 (based upon the closing price of the stock on the New York Stock
Exchange on such date) would have been approximately $980,298,590. 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, 2000 (the "2000 Report") are incorporated by reference in
Parts I and II of this report.
2. Portions of the Company's Definitive Proxy Statement for the
Company's 2001 Annual Meeting of Shareholders (the "2001 Proxy Statement") are
incorporated by reference in Part III of this report.
TABLE OF CONTENTS
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...........................4
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
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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, SUGAR BABIES,
ANDES AND FLUFFY STUFF. The Company acquired the trademarks for Junior Mint,
Charleston Chew, Sugar Daddy and Sugar Babies in 1993 along with the
manufacturing assets of the former Chocolate/Caramel Division of Warner Lambert
Company. In 2000, the Company acquired the trademarks for Andes and Fluffy Stuff
along with their corresponding manufacturing assets for an aggregate purchase
price of $74,293,000.
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 bagged candy of the type
sold in variety, grocery, mass merchandisers, drug chains 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 2000 or 1999.
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 2000. 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 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 1,950 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 17.8%, 17.9%
and 17.2% of total net sales during the years ended December 31, 2000, 1999 and
1998, 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 12 of the Notes to Consolidated Financial Statements on
Page 15 of the Company's Annual Report to Shareholders for the year ended
December 31, 2000 (the "2000 Report") and on Page 4 of the 2000 Report under the
section entitled "International." Note 12 and the aforesaid section are
incorporated herein by reference. Portions of the 2000 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 2,225,000 square
feet. The Company utilizes approximately 1,825,000 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
-2-
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.
The Company's other principal manufacturing facilities, all of which are
owned, are:
LOCATION SQUARE FEET (a)
-------- -----------
New York, New York 60,000
Covington, Tennessee 485,000
Cambridge, Massachusetts 142,000
Delevan, Wisconsin 162,000
Mexico City, Mexico 57,000
(a) Square footage is approximate and includes production, warehousing
and office space.
The Company owns substantially all of the production machinery and
equipment located in its plants and 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
2000.
ADDITIONAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT.
See the information on Executive Officers set forth in the table in
Part III, Item 10, Page 5 of this report, which is incorporated herein by
reference.
-3-
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 6, 2001, 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 "2000-1999 Quarterly Summary of Tootsie Roll
Industries, Inc. Stock Prices and Dividends" which appears on Page 16 of the
2000 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 2000 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 2000 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.
See the section entitled "Quantitative and Qualitative Disclosure of
Market Risk and Other Matters" in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on page 7 of the 2000 Report.
This section is incorporated herein by reference and filed as an exhibit to this
report.
See Note 1 of the Notes of Consolidated Financial Statements on Page 12
of the 2000 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 12, 2001, appearing on Pages 8-15 of
the 2000 Report and the Quarterly Financial Data on Page 16 of the 2000 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 2000 Report is not to be deemed filed as part of this report.
-4-
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 2001
Annual Meeting of Shareholders (the "2001 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 2001 Proxy Statement, which section is incorporated herein by
reference.
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) 81
Ellen R. Gordon* President and Chief
Operating Officer (2) 69
G. Howard Ember Jr. Vice President/Finance 48
John W. Newlin Jr. Vice President/Manufacturing 64
Thomas E. Corr Vice President/Marketing and
Sales 52
James M. Hunt Vice President/Distribution 58
Barry P. Bowen Treasurer 45
*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 eight 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
-5-
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 2001 Proxy Statement.
Except for the "Report on Executive Compensation" and "Performance Graph," this
section of the 2001 Proxy Statement is incorporated herein by reference. See the
last paragraph of the section entitled "Election of Directors" of the 2001 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 2001 Proxy Statement. These sections of the 2001 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.
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,
2000
Consolidated Statements of Financial Position at December 31,
2000 and 1999
Consolidated Statements of Cash Flows for the three years
ended December 31, 2000
-6-
Notes to Consolidated Financial Statements
(2) Financial Statement Schedule:
Report on Independent Accountants on Financial Statement
Schedule
For the three years ended December 31, 2000 - 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 quarter ended
December 31, 2000.
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.
-7-
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 27, 2001
--------------------------------------
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 27, 2001
Ellen R. Gordon Director, President
- ------------------------- and Chief Operating Officer March 27, 2001
Ellen R. Gordon
Charles W. Seibert Director
- -------------------------
Charles W. Seibert March 27, 2001
Lana Jane Lewis-Brent Director March 27, 2001
- -------------------------
Lana Jane Lewis-Brent
Richard P. Bergeman Director March 27, 2001
- -------------------------
Richard P. Bergeman
G. Howard Ember Jr. Vice President, Finance March 27, 2001
- ------------------------- (principal financial
G. Howard Ember Jr. officer and principal
accounting officer)
-8-
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 12, 2001 appearing in the 2000 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 12, 2001
TOOTSIE ROLL INDUSTRIES, INC.
AND SUBSIDIARY COMPANIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
DECEMBER 31, 2000, 1999 AND 1998
Additions
Balance at charged to Balance at
beginning costs and End of
Description of year expenses Deductions(1) Year
- ----------- ------------ ----------- -------------- --------------
2000:
Reserve for bad debts $1,751,000 $298,228 $250,228 $1,799,000
Reserve for cash discounts 281,000 7,761,472 7,694,472 348,000
------- --------- --------- -------
$2,032,000 $8,059,700 $7,944,700 $2,147,000
========== ========== ========== ==========
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
========== ========== ========== ==========
(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.
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. Incorporated by
reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1999; Commission File No. 1-1361.
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. Incorporated by reference to Exhibit 10.8.3 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1999;
Commission File No. 1-1361.
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.
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.
10.28* Tootsie Roll Industries, Inc. Bonus Incentive Plan. Incorporated by
reference to Exhibit A of the Company's Proxy Statement dated March 27,
1997; Commission File No. 1-1361.
10.29* Tootsie Roll Industries, Inc. 2001 Bonus Incentive Plan. Incorporated
by reference to Exhibit A of the Company's Proxy Statement dated March
30, 2001; Commission File No. 1-1361.
13 The following items incorporated by reference herein from the Company's
2000 Annual Report to Shareholders for the year ended December 31, 2000
(the "2000 Report"), are filed as Exhibits to this report:
(i) Information under the section entitled "International" set
forth on Page 4 of the 2000 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 2000 Report;
(iii) Consolidated Statements of Earnings, Comprehensive Earnings
and Retained Earnings for the three years ended December 31,
2000 set forth on Page 8 of the 2000 Report;
(iv) Consolidated Statements of Financial Position at December 31,
2000 and 1999 set forth on Pages 9-10 of the 2000 Report;
(v) Consolidated Statements of Cash Flow for the three years ended
December 31, 2000 set forth on Page 11 of the 2000 Report;
(vi) Notes to Consolidated Financial Statements set forth on Pages
12-15 of the 2000 Report;
(vii) Report of Independent Accountants set forth on Page 15 of the
2000 Report;
(viii) Quarterly Financial Data set forth on Page 16 of the 2000
Report;
(ix) Information under the section entitled "2000-1999 Quarterly
Summary of Tootsie Roll Industries, Inc. Stock Prices and
Dividends" set forth on Page 16 of the 2000 Report; and
(x) Information under the section entitled "Five Year Summary of
Earnings and Financial Highlights" set forth on Page 17 of the
2000 Report.
21 List of Subsidiaries of the Company.
- --------------------------------------
*Executive compensation plan or arrangement.