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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, 1993
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 of other jurisdiction (IRS Employer Identification No.)
of Incorporation or organization)
7401 South Cicero Avenue, Chicago, Illinois 60629
(Address of principle executive offices)(ZIP Code)
Registrant's Telephone Number: (312) 838-3400
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------------ ----------------------------
Common Stock - Par Value 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. X
------
As of March 11, 1994, 7,078,671 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 $295,638,000. As of March
11, 1994, 3,451,695 shares of Class B Common Stock, par value $.69-4/9 per share
were outstanding. Class B Common Stock is not traded on any exchange, is
restricted as to transfer or other disposition, but is convertible into Common
Stock on a share-for-share basis. Upon such conversion, the resulting shares of
Common Stock are freely transferable and publicly traded. Assuming all
3,451,695 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 11, 1994 (based upon the closing price of the stock on the New York Stock
Exchange on such date) would have been approximately $328,485,000.
Determination of stock ownership by non-affiliates was made solely for the
purpose of this requirement, and the Registrant is not bound by these
determinations for any other purpose.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Company's Annual Report to Shareholders for the year ended
December 31, 1993 (the "1993 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, 1994 in connection with the Company's 1994
Annual Meeting of Shareholders (the "1994 Proxy Statement") is incorporated by
reference in Part III of this report.
Cover Page 2 of 2 pages
PART I
ITEM 1. BUSINESS.
Tootsie Roll Industries, Inc. and its consolidated subsidiaries
(the "Company") are engaged in the manufacture and sale of candy. This is the
only industry segment in which the Company operates and is its only line of
business. A majority of the Company's products are sold under the registered
trademarks "Tootsie," "Tootsie Roll," or "Tootsie Pop." The principal product
of the Company is the familiar "Tootsie Roll," a chocolate-flavored candy of a
chewy consistency, which is sold in several sizes and which is also used as a
center for other products in the line including "Tootsie Pops," a spherical
fruit or chocolate-flavored shell of hard candy with a center of "Tootsie Roll"
candy on a paper safety stick, and "Tootsie Pop Drops," a smaller sized version
of the "Tootsie Pop" without the stick. The Company and its predecessors have
manufactured the "Tootsie Roll" product to substantially the same formula and
sold it under the same name for over 90 years. The Company's products also
include "Tootsie Roll Flavor Rolls" and "Tootsie Frooties," multiflavored
candies of chewy consistency.
The Company also manufactures and sells molded candy drop
products under the registered trademark "Mason" and "Tootsie," including "Mason
Dots," and "Mason Crows."
The Company's wholly owned subsidiary, Cella's Confections Inc.,
produces a chocolate covered cherry under the registered trademark "Cella's."
In 1988, the Company acquired the Charms Company. This candy
manufacturer produces lollipops, including bubble gum-filled lollipops, and hard
candy. The majority of the Company's products are sold under the registered
trademarks "Charms," "Blow-Pop," "Blue Razz," and "Zip-A-Dee-Doo-Da-Pops."
On October 15, 1993, the Company acquired Cambridge Brands, Inc.
which was the former Chocolate/Caramel Division of Warner Lambert. Cambridge
Brands, Inc. produces various confectionery products under the registered
trademarks "Junior Mint," "Charleston Chew," "Sugar Babies," "Sugar Daddy," and
"Pom Poms."
The Company's products are marketed in a variety of packages
designed to be suitable for display and sale in different types of retail
outlets and vending machines and fund-raising religious and charitable
organizations. They are distributed through approximately 100 candy and grocery
brokers and by the Company itself to approximately 15,000 customers throughout
the
1
United States. These customers include wholesale distributors of candy and
groceries, supermarkets, variety stores, chain grocers, drug chains, discount
chains, cooperative grocery associations, warehouse and membership club stores,
vending machine operators, and fund-raising religious and charitable
organizations.
The Company's principal markets are in the United States, Canada
and Mexico. The Company's Mexican plant supplies a very small percentage of
the products marketed in the United States and Canada.
The Company has advertised nationally for many years. Although
nearly all advertising media have been used at one time or another, at present
most of the Company's advertising expenditures are for the airing of network
and syndicated TV and cable and spot television on major markets throughout the
country.
The domestic candy business is highly competitive. The Company
competes primarily with other manufacturers of bar candy and candy of the type
sold in variety, grocery and convenience stores. Although accurate statistics
are not available, the Company believes it is 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.
Sale of candy products may be influenced to some extent by
discussions of and effect on dental health and weight.
The Company did not have a material backlog of firm orders at the
end of the calendar years 1993 or 1992.
All raw materials used by the Company are readily obtainable from
a number of suppliers at competitive prices. The average cost of most major raw
materials remained relatively stable in 1993 compared to 1992. It is not
possible to project future changes in the price of raw materials. The Company
has engaged in hedging transactions 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.
Compliance with Federal, State and local provisions which have
been enacted or adopted regulating the discharge of materials into the
environment, or otherwise relating to the protection of the environment, has not
had a material effect on the capital expenditures, earnings or competitive
position of the Company nor does the Company anticipate any such material
effects from presently enacted or adopted regulations.
2
The Company employs approximately 1,700 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 in anticipation of Halloween. In
anticipation of this high sales period, the Company generally begins its
Halloween inventory build up in the second quarter of each year. The Company
historically offers extended credit terms for sales made under Halloween sales
programs. Each year, after Halloween receivables have been paid, the Company
invests funds in various temporary cash investments.
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, 1993 (the "1993 Report") and on Page 4 of the 1993 Report under the
section entitled "International." Note 11 and the aforesaid section are
incorporated herein by reference. Portions of the 1993 Report are filed as an
exhibit to this report.
ITEM 2. PROPERTIES.
The Company owns its principal plant and offices which are
located in Chicago, Illinois in a building consisting of approximately 2,200,000
square feet. The Company utilizes approximately 1,800,000 square feet for
offices, manufacturing and warehousing facilities and leases, or has available
to lease to third parties, approximately 400,000 square feet.
In addition to owning the principal plant and warehousing
facilities mentioned above, the Company leases manufacturing and warehousing
facilities at a second location in Chicago which comprises 80,600 square feet.
The lease is renewable by the Company every five years through June, 2011. The
Company also periodically leases additional warehousing space at this second
location as needed on a month to month basis.
Cella's Confections, Inc., a subsidiary, owns a facility in New
York City, containing approximately 43,000 square feet. This facility consists
of manufacturing, warehousing and office space on three floors containing
approximately 33,200 square feet with a below surface level of approximately
9,800 square feet.
Charms Company, a subsidiary, owns a facility in Covington,
Tennessee, containing approximately 267,000 square feet of manufacturing,
warehousing and office space.
Cambridge Brands, Inc., a subsidiary, owns a facility in
Cambridge, Massachusetts, containing approximately 145,000 square feet. The
facility consists of manufacturing, warehousing and office space on five floors.
The Company also owns property and a plant with manufacturing,
warehousing and office space in Mexico City, Mexico, consisting of approximately
57,000 square feet plus parking lot and yard area comprising approximately
25,000 square feet.
3
The Company owns the production machinery and equipment located
in the plants in Chicago, New York, Covington (Tennessee), Cambridge
(Massachusetts) and Mexico City, except for approximately $7 million of
equipment in Covington, Tennessee under an operating lease. The Company
considers that all of its facilities are well maintained, in good operating
condition and adequately insured.
ITEM 3. LEGAL PROCEEDINGS.
There are no material pending legal proceedings known to the
Company to which the Company or any of its subsidiaries is a party or of which
any of their property is the subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the Company's shareholders
through the solicitation of proxies or otherwise during the fourth quarter of
1993.
ADDITIONAL
ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT.
See the information on Executive Officers set forth in the table
in Part III, Item 10, Page 6 of this report, which is incorporated herein by
reference.
4
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The Company's Common Shares are traded on the New York Stock
Exchange.The Company's Class B Common Shares are subject to restrictions on
transfer and no market exists for such shares. The Class B Common Shares are
convertible at the option of the holder into Common Shares on a share for
share basis. As of March 11, 1994, there were approximately 9,500 holders of
record of Common and Class B Common Shares. For information on the market
price of, and dividends paid with respect to, the Company's Common Shares, see
the section entitled "1993-1992 Quarterly Summary of Tootsie Roll Industries,
Inc. Stock Prices and Dividends" which appears on Page 16 of the 1993 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 1993 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 1993 Report.
This section is incorporated herein by reference and filed as an exhibit of this
report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements, together with the report thereon of Price
Waterhouse dated February 17, 1994, appearing on Pages 8-15 of the 1993 Report
and the Quarterly Financial Data on Page 16 of the 1993 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 1993
Report is not to be deemed filed as part of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
5
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT.
See the information with respect to the Directors of the Company which
is set forth in the section entitled "Election of Directors" of the Company's
Definitive Proxy Statement to be used in connection with the Company's 1994
Annual Meeting of Shareholders (the "1994 Proxy Statement"). Except for the
last paragraph of this section relating to the compensation of Directors, this
section is incorporated herein by reference. The 1994 Proxy Statement will be
filed with the Securities and Exchange Commission on or before April 30, 1994.
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) 74
Ellen R. Gordon* President and Chief
Operating Officer (2) 62
G. Howard Ember Jr. Vice President/Finance 41
John W. Newlin Jr. Vice President/Manufacturing 57
Thomas E. Corr Vice President/Marketing and
Sales 45
James M. Hunt Vice President/Distribution 51
*A member of the Board of Directors of the Company.
1) Mr. and Mrs. Gordon and Messrs. Newlin and
Corr have served in the positions set forth
in the table as their principal occupations
for more than the past five years. Mr. Ember
has served in his position for the past three years,
and in the seven years prior to that, has served
the Company in the position of Treasurer and
Assistant Vice President of Finance. Mr. Hunt has served in his position
for the past year and in the fifteen years prior to that, has served the
Company in the positions of Director of Distribution and Assistant Vice
President of Distribution. Mr. and Mrs. Gordon have also served as
President and Vice President, respectively, of HDI Investment Corp., a
family investment company.
2) Melvin J. Gordon and Ellen R. Gordon are
husband and wife.
6
ITEM 11. EXECUTIVE COMPENSATION.
See the information set forth in the section entitled "Executive
Compensation and Other Information" of the Company's 1994 Proxy Statement.
Except for the "Report on Executive Compensation" and "Performance Graph," this
section of the 1994 Proxy Statement is incorporated herein by reference. See
the last paragraph of the section entitled "Election of Directors" of the 1994
Proxy Statement, which paragraph is incorporated herein by reference. The 1994
Proxy Statement will be filed with the Securities and Exchange Commission on or
before April 30, 1994.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
For information with respect to the beneficial ownership of the
Company's Common and Class B Common shares by the beneficial owners of more than
5% of said shares and by the management of the Company, see the sections
entitled "Ownership of Common Stock and Class B Common Stock by Certain
Beneficial Owners" and "Ownership of Common Stock and Class B Common Stock by
Management" of the 1994 Proxy Statement. These sections of the 1994 Proxy
Statement are incorporated herein by reference. The 1994 Proxy Statement will
be filed with the Securities and Exchange Commission on or before April 30,
1994.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Daniel G. Ross, a director of the Company, is a member of the law firm
of Becker, Ross, Stone, DeStefano & Klein, which has served as general counsel
to the Company for many years.
7
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Financial Statements.
The following financial statements and schedules are filed as part of
this report:
(1) Financial Statements (filed herewith as part of Exhibit 13):
Report of Independent Accountants
Consolidated Statements of Earnings and
Retained Earnings for the three years
ended December 31, 1993
Consolidated Statements of Cash Flows
for the three years ended December 31,
1993
Consolidated Statements of Financial
Position at December 31, 1993 and 1992
Notes to Consolidated Financial
Statements
(2) Financial Statement Schedules:
Report of Independent Accountants on
Financial Statement Schedules
For the year ended December 31, 1993-
I - Marketable Securities - Other Investments
For the three years ended December 31, 1993-
V- Property, Plant and Equipment
VI- Accumulated Depreciation and Amortization of
Property, Plant and Equipment
VIII- Valuation and Qualifying Accounts
IX- Short-Term Borrowings
X- Supplementary Income Statement Information
All other schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
(3) Exhibits required by Item 601 of Regulation S-K:
See Index to Exhibits which appears following
Financial Schedule X.
(b) Reports on Form 8-K
8
The Company filed a Report on Form 8-K dated October 15, 1993 and a Report
on Form 8-K/A (Amendment No. 1) dated October 15, 1993, which described the
acquisiton by the Company of the chocolate/caramel division of Warner-Lambert
Company. The Report on Form 8-K/A filed the financial statements of the
acquired company and unaudited pro forma financial statements of the Company.
No other reports on Form 8-K were filed during the quarter ended December
31, 1993.
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, Tootsie Roll Industries, Inc., has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
TOOTSIE ROLL INDUSTRIES, INC.
By S/ MELVIN J. GORDON
-------------------------------
Melvin J. Gordon, Chairman
of the Board of Directors
and Chief Executive Officer
Date: March 28, 1994
-----------------------
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
Melvin J. Gordon of Directors and Chief
Executive Office
(principal executive
officer) March 28, 1994
S/ELLEN R. GORDON
- ----------------- Director, President,
Ellen R. Gordon and Chief Operating
Officer March 28, 1994
S/DANIEL G. ROSS
- ----------------- Director March 28, 1994
Daniel G. Ross
- -------------------
Charles W. Seibert Director March 28, 1994
S/WILLIAM TOURETZ
- ----------------- Director & Secretary
William Touretz March 28, 1994
- --------------------
Lana Jane Lewis-Brent Director
March 28, 1994
G.HOWARD EMBER JR.
- -------------------- Vice President, Finance
G. Howard Ember Jr. (principal financial
officer and principal
accounting officer) March 28, 1994
10
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Directors and Shareholders of
Tootsie Roll Industries, Inc.
Our audit of the consolidated financial statements referred to in our
report dated February 17, 1994 appearing on Page 15 of the 1993 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 schedules listed in Item
14(a) of this Form 10-K. In our opinion, these financial statement schedules
present fairly, in all material respects, the information set forth therein when
read in conjunction with the related consolidated Financial Statements Schedules
listed in Item 14(a) of this Form 10-K. In our opinion, these Financial
Statement Schedules present fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements.
/s/ PRICE WATERHOUSE
PRICE WATERHOUSE
Chicago, Illinois
February 17, 1994
FINANCIAL SCHEDULES
TOOTSIE ROLL INDUSTRIES, INC.
AND SUBSIDIARY COMPANIES
SCHEDULE I - MARKETABLE SECURITIES - OTHER INVESTMENTS
AT DECEMBER 31, 1993
COL. A COL. B COL. C COL. D COL. E
------ ------ ------ ------ ------
Amount at which
Number each portfolio of
of shares equity security
or units- Market issues and each
principal value of other security
Name of issuer and amount each issue issue carried in
title of each of bonds Cost of at balance the balance
issue and notes each issue sheet date sheet
- ------------------ --------- ---------- ---------- -------------
Unit Investment Trusts of
Preferred Stocks
- -------------------------
Merrill Lynch
CIF Stock PUT Fund #1 34,337 $ 8,279,886 $ 9,750,232 $ 8,279,886
CIF Stock PUT Fund #2 6,331 1,996,546 2,004,267 1,996,546
CIF Stock PUT Fund #3 2,559 843,721 810,128 843,721
CIF Stock PUT Fund #6 1,001 129,429 132,982 129,429
---------- ---------- ---------
11,249,582 12,697,609 11,249,582
---------- ---------- ---------
Tax - Free Commercial Paper
- ---------------------------
Muniyield Quality IIB 2,000,000 1,994,972 2,000,000 1,994,972
Nuveen Income #2th 100 5,000,000 5,000,000 5,000,000
Nuveen Advtg Ser W 20 1,000,000 1,000,000 1,000,000
Nuveen NY Select Qlty Ser 9 450,522 450,000 450,522
Intercapital Qlty Ser TH 50 2,504,985 2,500,000 2,504,985
Intercapital Ser B 40 2,000,000 2,000,000 2,000,000
Blackrock Insured Ser 17 35 1,750,000 1,750,000 1,750,000
Blackrock Insured Ser T28 60 3,000,000 3,000,000 3,000,000
Utah HFA S/F Mtg Sen-A- 100,000 100,000 100,145 100,000
Van Kempen Merritt Mun Tru 40 2,002,111 2,002,111 2,002,111
---------- ---------- ----------
19,802,590 19,802,256 19,802,590
---------- ---------- ----------
-1-
SCHEDULE I - MARKETABLE SECURITIES - OTHER INVESTMENTS
AT DECEMBER 31, 1993
COL. A COL. B COL. C COL. D COL. E
Amount at which
Number each portfolio of
of shares equity security
or units- Market issues and each
principal value of other security
Name of issuer and amount each issue issue carried in
title of each of bonds Cost of at balance the balance
issue and notes each issue sheet date sheet
- ------------------ --------- ---------- ---------- ---------------
Municipal Bonds
- ---------------
Jacksonville FL Elec 200,000 200,000 201,280 200,000
Jacksonville FL Elec 300,000 316,573 321,300 316,573
Jacksonville FL Ex 1,000,000 1,064,940 1,074,900 1,064,940
Marion County FL Sch 500,000 500,000 501,450 500,000
Intermountain Power 280,000 281,535 284,004 281,535
Detroit MI Water 500,000 500,711 503,950 500,711
Detroit MI Distr St 400,000 400,542 401,640 400,542
Honolulu Hawaii City 260,000 264,466 267,410 264,466
Arizona St Power Authority 200,000 201,818 203,600 201,818
California Housing 200,000 201,353 202,560 201,353
Nassau County 315,000 315,270 318,276 315,270
Brunswick OH 200,000 204,004 204,600 204,004
Fort Myers FL 250,000 252,708 253,875 252,708
Riverside County CA 500,000 515,129 516,150 515,129
New Jersey State 370,000 371,457 376,105 371,457
Maryland State County 1,080,000 1,080,000 1,091,772 1,080,000
Warren County NJ 290,000 290,000 291,537 290,000
Cambria County 665,000 665,000 669,256 665,000
Harris County Tx 350,000 359,287 361,550 359,287
MA Municipal Whsl Elec 200,000 200,092 201,040 200,092
MA St Rfdg Ser C 2,000,000 2,000,909 2,006,200 2,000,909
MA State Health & Ed 500,000 520,469 531,500 520,469
Suffolk County NY 500,000 513,740 514,900 513,740
Municipal Custodial 378 364,909 365,110 364,909
NJ State Highway Auth 1,000,000 1,049,337 1,063,370 1,049,337
Westmoreland Cnty PA 1,120,000 1,160,858 1,177,187 1,160,858
Kansas City KS 500,000 519,432 523,160 519,432
---------- ---------- ----------
14,314,539 14,427,682 14,314,539
---------- ---------- ----------
-2-
SCHEDULE I - MARKETABLE SECURITIES - OTHER INVESTMENTS
AT DECEMBER 31, 1993
COL. A COL. B COL. C COL. D COL. E
Amount at which
Number each portfolio of
of shares equity security
or units- Market issues and each
principal value of other security
Name of issuer and amount each issue issue carried in
title of each of bonds Cost of at balance the balance
issue and notes each issue sheet date sheet
- ------------------ --------- ---------- ---------- ----------------
Unit Investment Trusts of
Municipal Bonds
MIT-PUT Ser 05 10,430 4,312,443 4,962,906 4,312,443
MIT-PUT Ser 01 3,411 721,984 637,277 721,984
MIT-PUT Ser 10 2,077,989 1,553,204 1,537,712 1,553,204
MIT-PUT Ser 13 3,094 411,935 378,550 411,935
MIT-PUT Ser 04 725 50,127 38,359 50,127
US Leasing Intl Tax Ex 2,000,000 89,538 78,400 89,538
---------- ---------- ----------
7,139,231 7,633,204 7,139,231
---------- ---------- ----------
Other
Private Export Funding Corp.
Secured Note - Ser Y 1,711,137 1,711,137 1,711,137
---------- ---------- ----------
$54,217,079
----------
-3-
TOOTSIE ROLL INDUSTRIES, INC.
AND SUBSIDIARY COMPANIES
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
Balance at Retirements Balance at
beginning Additions and end of
Classification of year at cost Reclassifications year
- --------------- ---------- --------- ----------------- ----------
1993:
Land $ 230,667 $ 4,000,000 (3) $ $ 4,230,667
Buildings 4,861,047 15,654,891 (4) 4,831,261 (6) 25,347,199
Machinery and
equipment 75,090,978 32,837,252 (5) (242,869) 107,685,361
Leasehold
improvements 4,840,902 (4,831,261)(6) 9,641
----------- ---------- ---------- -----------
$85,023,594 $52,492,143 $ (242,869) $137,272,868
----------- ---------- ---------- -----------
1992:
Land $ 230,667 $ $ $ 230,667
Buildings 4,861,047 4,861,047
Machinery and
equipment 64,472,325 10,956,217 (2) (337,564) 75,090,978 (2)
Leasehold
improvements 4,840,902 4,840,902
----------- ---------- ---------- -----------
$74,404,941 $10,956,217 $ (337,564) $ 85,023,594
----------- ---------- ---------- -----------
1991:
Land $ 230,667 $ $ $ 230,667
Buildings 4,087,964 773,083 (1) 4,861,047
Machinery and
equipment 58,815,077 5,840,866 (1) (183,618) 64,472,325
Leasehold
improvements 4,840,902 4,840,902
----------- ---------- ---------- -----------
$67,974,610 $ 6,613,949 $ (183,618) $ 74,404,941
----------- ---------- ---------- -----------
(1) Additions include $741,000 for buildings and $1,888,000 for machinery and
equipment related to the step-up adjustment to assets acquired in connection
with the 1988 acquisition of Charms Company recorded in the adoption of SFAS
109.
(2) Balance reduced by $1,554,468 leased equipment transferred to prepaid
expenses.
(3) Additions include $2,500,000 from Cambridge Brands which was acquired in
October, 1993 and $1,500,000 from Tootsie Roll building purchased in August,
1993.
(4) Additions include $5,000,000 from Cambridge Brands which was acquired in
October, 1993 and $4,619,278 from Tootsie Roll building purchased in August,
1993.
(5) Additions include $17,000,000 from Cambridge Brands which was acquired in
October, 1993 and $13,880,722 from Tootsie Roll building purchased in August,
1993.
(6) Reclassification resulting from Tootsie Roll building purchase in August,
1993.
TOOTSIE ROLL INDUSTRIES, INC.
AND SUBSIDIARY COMPANIES
SCHEDULE VI - ACCUMULATED DEPRECIATION AND
AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
Additions
Balance at charged to Retirements Balance at
beginning costs and and end of
Classification of year expenses Reclassifications year
- -------------- ---------- ---------- ----------------- ----------
1993:
Buildings $ 775,536 $ 378,509 $ 3,440,388 (2) $ 4,594,433
Machinery and
equipment 40,674,816 5,507,115 (208,800) 45,973,131
Leasehold
improvements 3,316,037 130,466 (3,440,388)(2) 6,115
---------- ---------- ------------ -----------
$44,766,389 $ 6,016,090 $ (208,800) $ 50,573,679
---------- ---------- ------------ -----------
1992:
Buildings $ 611,312 $ 164,224 $ $ 775,536
Machinery and
equipment 36,589,841 4,394,383 (309,408) 40,674,816
Leasehold
improvements 3,185,087 130,950 3,316,037
---------- ---------- ------------ -----------
$40,386,240 $ 4,689,557 $ (309,408) $ 44,766,389
---------- ---------- ------------ -----------
1991:
Buildings $ 426,549 $ 184,763 (1) $ $ 611,312
Machinery and
equipment 32,394,954 4,377,614 (1) (182,727) 36,589,841
Leasehold
improvements 3,054,247 130,840 3,185,087
---------- ---------- ------------ -----------
$35,875,750 $ 4,693,217 $ (182,727) $ 40,386,240
---------- ---------- ------------ -----------
(1) Additions included $47,343 for buildings and $430,000 for machinery and
equipment related to the step-up adjustment to assets acquired in connection
with the 1988 acquisition of Charms
Company recorded in the adoption of SFAS 109.
(2) Reclassification resulting from Tootsie Roll building purchase in August,
1993.
TOOTSIE ROLL INDUSTRIES, INC.
AND SUBSIDIARY COMPANIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
DECEMBER 31, 1993, 1992 AND 1991
Additions
Balance at charged to Balance at
beginning costs and end of
Classification of year expenses Deductions year
-------------- ---------- ---------- ---------- ----------
1993:
Reserve for bad
debts $ 1,110,000 $ 894,790 $ 169,790 (1) $ 1,835,000
Reserve for cash
discounts 109,000 4,962,551 4,831,551 (2) 240,000
---------- ---------- ---------- ----------
$ 1,219,000 $ 5,857,341 $ 5,001,341 $ 2,075,000
---------- ---------- ---------- ----------
1992:
Reserve for bad
debts $ 981,000 $ 939,448 $ 810,448 (1) $ 1,110,000
Reserve for cash
discounts 118,000 4,557,058 4,566,058 (2) 109,000
---------- ---------- ---------- ----------
$ 1,099,000 $ 5,496,506 $ 5,376,506 $ 1,219,000
---------- ---------- ---------- ----------
1991:
Reserve for bad
debts $ 576,000 $ 739,211 $ 334,211 (1) $ 981,000
Reserve for cash
discounts 172,000 3,497,649 3,551,649 (2) 118,000
---------- ---------- ---------- ----------
$ 748,000 $ 4,236,860 $ 3,885,860 $ 1,099,000
---------- ---------- ---------- ----------
(1) Accounts receivable written off net of recoveries.
(2) Allowances to customers.
TOOTSIE ROLL INDUSTRIES, INC.
AND SUBSIDIARY COMPANIES
SCHEDULE IX - SHORT-TERM BORROWINGS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 and 1991
Maximum Average
Category of Weighted amount amount
aggregate Balance average outstanding outstanding
short-term at end of interest during the during the
borrowings period rate* year year
---------- --------- -------- ------------ -----------
1993:
Notes payable
to banks $22,600,673 3.2% $67,600,673 $12,490,782
1992:
Notes payable
to banks $ 252,569 7.7% $ 2,000,000 $ 306,192
1991:
Notes payable
to banks $ -- 5.8% $ 1,493,294 $ 998,019
* Total interest expense as a percentage of average notes payable, calculated
using sum of month-end balances divided by 12.
TOOTSIE ROLL INDUSTRIES, INC.
AND SUBSIDIARY COMPANIES
SCHEDULE X - SUPPLEMENTARY INCOME
STATEMENT INFORMATION FOR THE YEARS ENDED
DECEMBER 31, 1993, 1992 AND 1991
Charged to
Item costs and expenses
---- ------------------
1993:
Repairs and maintenance $ 4,914,712
Depreciation and amortization 8,814,188
Advertising 4,902,292
1992:
Repairs and maintenance $ 5,174,373
Depreciation and amortization 6,070,891
Advertising 4,876,510
1991:
Repairs and maintenance $ 4,048,986
Depreciation and amortization 5,202,442
Advertising 4,069,583
INDEX TO EXHIBITS
2.1 Asset Sale Agreement dated September 29, 1993 between
Warner-Lambert Company and the Company, including a
list of omitted exhibits and schedules. Incorporated
by reference to Exhibit 2 to the Company's Report on
Form 8-K dated October 15, 1993; Commission File No.
1-1361.
The Company hereby agrees to provide the Commission, upon
request, copies of any omitted exhibits or schedules required by Item
601(b)(2) of Regulation S-K.
3.1 Articles of Incorporation. Incorporated by reference
to Exhibit 2.1 to Company's Registration Statement on
Form 8-A dated February 29, 1988.
3.1.1 Articles of Amendment of the Articles of Incorporation
dated May 2, 1988. Incorporated by reference to
Exhibit 3.1.1 of the Company's Annual Report on Form
10-K for the year ended December 31, 1988; Commission
File No. 1-1361.
3.1.2 Articles of Amendment of the Articles of Incorporation
dated May 7, 1990. Incorporated by reference to
Exhibit 3.1.2 of the Company's Annual Report on Form
10-K for the year ended December 31, 1990; Commission
File No. 1-1361.
3.2 By-Laws. Incorporated by reference to Exhibit 2.2 to
Company's Registration Statement of Form 8-A dated
February 29, 1988.
3.3 Specimen Class B Common Stock Certificate.
Incorporated by reference to Exhibit 1.1 to Company's
Registration Statement on Form 8-A dated February 29,
1988.
10.5* Consultation Agreement between the Company and William
Touretz dated December 21, 1979. Incorporated by
reference to Exhibit 10.5 of the Company's Annual
Report on Form 10-K for the year ended December 31,
1992; Commission File No. 1-1361.
INDEX TO EXHIBITS (CONTINUED)
10.5.1* Modification Agreement between the Company and William
Touretz dated as of December 5, 1984. Incorporated by
reference to Exhibit 10.5.1 to the Company's Annual
Report on Form 10-K for the year ended December 31,
1984; Commission File No. 1-1361.
10.5.2* Modification Agreement between the Company and William
Touretz dated as of December 13, 1985. Incorporated by
reference to Exhibit 10.5.2 of the Company's Annual
Report on Form 10-K for the year ended December 31,
1985; Commission File No. 1-1361.
10.5.3* Modification Agreement between the Company and William
Touretz dated as of December 17, 1986. Incorporated by
reference to Exhibit 10.5.3 of the Company's Annual
Report on Form 10-K for the year ended December 31,
1986; Commission File No. 1-1361.
10.8.1* Excess Benefit Plan. Incorporated by reference to
Exhibit 10.8.1 of the Company's Annual Report on Form
10-K for the year ended December 31, 1990; Commission
File No. 1-1361.
10.8.2* Career Achievement Plan of the Company.
10.17* Family Security Agreement between the Company and G.
Howard Ember dated March 5, 1992. Incorporated by
reference to Exhibit 10.17 of the Company's Annual
Report on Form 10-K for the year ended December 31,
1991; Commission File No. 1-1361.
INDEX TO EXHIBITS (CONTINUED)
10.12* Split Dollar Agreements (Special Trust and Daughters
Revocable Trust) between the Company and trustee of
Trust dated July 10, 1993.
10.18* Family Security Agreement between the Company and John
W. Newlin dated October 30, 1986. Incorporated by
reference to Exhibit 10.18 of the Company's Annual
Report on Form 10-K for the year ended December 31,
1986; Commission File No. 1-1361.
10.19* Family Security Agreement between the Company and
Thomas E. Corr dated November 18, 1986. Incorporated
by reference to Exhibit 10.19 of the Company's Annual
Report on Form 10-K for the year ended December 31,
1986; Commission File No. 1-1361.
10.20* Family Security Agreement between the Company and
James M. Hunt dated August 26, 1993.
13 The following items incorporated by reference herein
from the Company's 1993 Annual Report to Shareholders
for the year ended December 31, 1993 (the "1993
Report"), are filed as Exhibits to this report:
(i) Information under the section entitled
"International" set forth on Page 4 of the 1993
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 1993 Report;
(iii) Consolidated Statements of Earnings and
Retained Earnings for the three years ended
December 31, 1993 set forth on Page 8 of the
1993 Report;
INDEX TO EXHIBITS (CONTINUED)
(iv) Consolidated Statements of Financial Position at
December 31, 1993 and 1992 set forth on Pages 9-10
of the 1993 Report;
(v) Consolidated Statements of Cash Flow for the three
years ended December 31, 1993 set forth on Page 11
of the 1993 Report;
(vi) Notes to Consolidated Financial Statements set
forth on Pages 12-15 of the 1993 Report;
(vii) Report of Independent Accountants set forth
on Page 15 of the 1993 Report;
(viii) Quarterly Financial Data set forth on Page 16
of the 1993 Report;
(ix) Information under the section entitled "1993-1992
Quarterly Summary of Tootsie Roll Industries, Inc.
Stock Prices and Dividends" set forth on Page 16
of the 1993 Report; and
(x) Information under the section entitled "Five Year
Summary of Earnings and Financial Highlights" set
forth on Page 17 of the 1993 Report.
21 List of Subsidiaries of the Company.
- ------------------
* Executive compensation plan or arrangement.