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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, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER 1-1361
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TOOTSIE ROLL INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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VIRGINIA 22-1318955
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
7401 SOUTH CICERO AVENUE, CHICAGO, ILLINOIS 60629
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER: (312) 838-3400
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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COMMON STOCK - PAR VALUE $.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
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INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K.
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As of March 11, 1997, 15,553,147 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 $412,520,846.
As of March 11, 1997, 7,375,906 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 7,375,906 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, 1997 (based upon the closing price
of the stock on the New York Stock Exchange on such date) would have been
approximately $452,288,852. 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, 1996 (the "1996 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, 1997 in connection with the Company's 1997
Annual Meeting of Shareholders (the "1997 Proxy Statement") is incorporated by
reference in Part III of this report.
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 "Tootsie Pops," a spherical fruit or
chocolate-flavored shell of hard candy with a center of "Tootsie Roll" candy
on a paper safety stick. The Company and its predecessors have manufactured
the "Tootsie Roll" product to substantially the same formula and sold it
under the same name for 100 years. The Company's products also include
"Tootsie Roll Flavor Rolls" and "Tootsie Frooties," multiflavored candies of
chewy consistency.
The Company also manufactures and sells molded candy drop products
under the registered trademark "Mason" and "Tootsie," including "Mason Dots"
and "Mason Crows."
The Company's wholly owned subsidiary, Cella's Confections Inc.,
produces a chocolate covered cherry under the registered trademark "Cella's."
In 1988, the Company acquired the Charms Company. This candy
manufacturer produces lollipops, including bubble gum-filled lollipops, and
hard candy. The majority of the Company's products are sold under the
registered trademarks "Charms," "Blow-Pop," "Blue Razz," and
"Zip-A-Dee-Doo-Da-Pops."
In 1993, the Company acquired Cambridge Brands, Inc. which was the
former Chocolate/Caramel Division of Warner Lambert. Cambridge Brands, Inc.
manufactures various confectionery products under the registered trademarks
"Junior Mint," "Charleston Chew," "Sugar Babies," and "Sugar Daddy."
The Company's products are marketed in a variety of packages
designed to be suitable for display and sale in different types of retail
outlets. They are distributed through approximately 100 candy and grocery
brokers and by the Company itself to approximately 15,000 customers
throughout the United States. These customers include wholesale distributors
of candy and groceries, supermarkets, variety stores, chain grocers, drug
chains, discount chains, cooperative grocery associations, warehouse and
membership club stores, vending machine operators, and fund-raising
charitable organizations.
The Company's principal markets are in the United States, Canada and
Mexico. The Company's Mexican plant supplies a very small percentage of the
products marketed in the United States and Canada.
The Company has advertised nationally for many years. Although
nearly all advertising media have been used at one time or another, at
present most of the Company's advertising expenditures are for the airing of
network and syndicated TV and cable and spot television in major markets
throughout the country.
The domestic candy business is highly competitive. The Company
competes primarily with other manufacturers of bar candy and candy of the
type sold in variety, grocery and convenience stores.
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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 1995 or 1996.
Packaging materials and ingredients used by the Company are readily
obtainable from a number of suppliers at competitive prices. Packaging
costs, which peaked in 1995, fell slightly in 1996 as continued strength in
the domestic economy was partially offset by some weakness in foreign demand.
The average cost of certain key ingredients increased in 1996 compared to
1995. Adverse spring weather in the Midwest in 1996 was disruptive to the
grains and oilseed crops and, coupled with strong export demand earlier in
the year, produced record high corn prices in the United States during the
summer. The Company also saw increased prices in dairy products in 1996 due
to higher feed grain prices, and in sugar due to a poor sugar beet crop and
strong domestic demand. 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 regulations which have been
enacted or adopted regulating the discharge of materials into the
environment, or otherwise relating to the protection of the environment, has
not had a material effect on the capital expenditures, earnings or
competitive position of the Company nor does the Company anticipate any such
material effects from presently enacted or adopted regulations.
The Company employs approximately 1,750 persons.
The Company has found that its sales normally maintain a consistent
level throughout the year except for a substantial upsurge in the third
quarter which reflects sales associated with Halloween. In anticipation of
this high sales period, the Company generally begins its Halloween inventory
build up in the second quarter of each year. The Company historically offers
extended credit terms for sales made under Halloween sales programs. Each
year, after Halloween receivables have been paid, the Company invests funds
in various temporary cash investments.
Revenues from a major customer aggregated approximately 16.2%, 16.0%
and 16.8% of total net sales during the years ended December 31, 1996, 1995
and 1994, respectively.
For a summary of sales, net earnings and assets of the Company by
geographic area and
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additional information regarding the foreign subsidiaries of the Company, see
Note 10 of the Notes to Consolidated Financial Statements on Page 15 of the
Company's Annual Report to Shareholders for the year ended December 31, 1996
(the "1996 Report") and on Page 4 of the 1996 Report under the section
entitled "International." Note 10 and the aforesaid section are incorporated
herein by reference. Portions of the 1996 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 1,600,000 square feet for
offices, manufacturing and warehousing facilities and leases, or has
available to lease to third parties, approximately 600,000 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 L.P., 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 a facility in Mexico City, Mexico, consisting
of approximately 57,000 square feet plus parking lot and yard area comprising
approximately 25,000 square feet. The facility consists of manufacturing,
warehousing and office space.
The Company owns substantially all of the production machinery and
equipment located in the plants in Chicago, New York, Covington (Tennessee),
Cambridge (Massachusetts) and Mexico City. The Company considers that all of
its facilities are well maintained, in good operating condition and
adequately insured.
ITEM 3. LEGAL PROCEEDINGS.
There are no material pending legal proceedings known to the Company
to which the Company or any of its subsidiaries is a party or of which any of
their property is the subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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No matters were submitted to a vote of the Company's shareholders
through the solicitation of proxies or otherwise during the fourth quarter of
1996.
ADDITIONAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT.
See the information on Executive Officers set forth in the table in
Part III, Item 10, Page 6 of this report, which is incorporated herein by
reference.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's Common Stock is traded on the New York Stock Exchange.
The Company's Class B Common Stock is subject to restrictions on transfer and
no market exists for such shares of Class B Common Stock. The Class B Common
Stock is convertible at the option of the holder into shares of Common Stock
on a share for share basis. As of March 11, 1997, 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 "1996-1995 Quarterly Summary of
Tootsie Roll Industries, Inc. Stock Prices and Dividends" which appears on
Page 16 of the 1996 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 1996 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 1996
Report. This section is incorporated herein by reference and filed as an
exhibit to this report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements, together with the report thereon of Price
Waterhouse LLP dated February 12, 1997, appearing on Pages 8-15 of the 1996
Report and the Quarterly Financial Data on Page 16 of the 1996 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 1996 Report is not to be deemed filed as part of this report.
-5-
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
-6-
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 1997 Annual Meeting of Shareholders (the "1997 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 1997 Proxy Statement, which section is
incorporated herein by reference. The 1997 Proxy Statement will be filed
with the Securities and Exchange Commission on or before April 30, 1997.
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) 77
Ellen R. Gordon* President and Chief
Operating Officer (2) 65
G. Howard Ember Jr. Vice President/Finance 44
John W. Newlin Jr. Vice President/Manufacturing 60
Thomas E. Corr Vice President/Marketing and
Sales 48
James M. Hunt Vice President/Distribution 54
Barry P. Bowen Treasurer 41
*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 seven years. Mr. Ember has served in his position for the
past six years, and in the seven years prior to that, served the
Company in the position of Treasurer and Assistant Vice President of
Finance. Mr. Hunt has served in his position for the past four years
and in the fifteen years prior to that, served the Company in the
positions of Director of Distribution and Assistant Vice President of
Distribution. Mr. Bowen has served in his position for the past six
years. Mr. and Mrs. Gordon have also served as President and Vice
President, respectively of HDI Investment Corp., a family investment
company.
(2) Melvin J. Gordon and Ellen R. Gordon are husband and wife.
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ITEM 11. EXECUTIVE COMPENSATION.
See the information set forth in the section entitled "Executive
Compensation and Other Information" of the Company's 1997 Proxy Statement.
Except for the "Report on Executive Compensation" and "Performance Graph,"
this section of the 1997 Proxy Statement is incorporated herein by reference.
See the last paragraph of the section entitled "Election of Directors" of
the 1997 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 1997 Proxy Statement. These sections of the 1997 Proxy
Statement are incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K.
(a) Financial Statements.
The following financial statements and schedules are filed as part of
this report:
(1) Financial Statements (filed herewith as part of Exhibit 13):
Report of Independent Accountants
Consolidated Statements of Earnings and Retained
Earnings for the three years ended December 31,
1996
Consolidated Statements of Cash Flows for the
three years ended December 31, 1996
Consolidated Statements of Financial Position at
December 31, 1996 and 1995
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules:
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Report of Independent Accountants on Financial
Statement Schedules
For the three years ended December 31, 1996-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, 1996.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, Tootsie Roll Industries, Inc., has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
TOOTSIE ROLL INDUSTRIES, INC.
By:
--------------------------------------
Melvin J. Gordon, Chairman
of the Board of Directors
and Chief Executive Officer
Date: March , 1997
---------------------------------------
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.
-------------------- Chairman of the Board
Melvin J. Gordon of Directors and Chief
Executive Officer
(principal executive
officer) March 27, 1997
-------------------- Director, President
Ellen R. Gordon and Chief Operating
Officer March 27, 1997
-------------------- Director March 27, 1997
Charles W. Seibert
-------------------- Director and Secretary
William Touretz March 27, 1997
-------------------- Director March 27, 1997
Lana Jane Lewis-Brent
-------------------- Vice President, Finance
G. Howard Ember Jr. (principal financial
officer and principal
accounting officer)
March 27, 1997
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REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Shareholders of
Tootsie Roll Industries, Inc.
Our audits of the consolidated financial statements referred to in
our report dated February 12, 1997 appearing on Page 15 of the 1996 Annual
Report to Shareholders of Tootsie Roll Industries, Inc. (which report and
consolidated financial statements are incorporated by reference in this
Annual Report on Form 10-K) also included an audit of the financial statement
schedule listed in Item 14(a) of this Form 10-K. In our opinion, this
financial statement schedule presents fairly, in all material respects, the
information set forth herein when read in conjunction with the related
consolidated financial statements
PRICE WATERHOUSE LLP
Chicago, Illinois
February 12, 1997
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FINANCIAL SCHEDULE
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TOOTSIE ROLL INDUSTRIES, INC.
AND SUBSIDIARY COMPANIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
DECEMBER 31, 1996, 1995 AND 1994
Additions
Balance at charged to Balance at
beginning costs and End of
Classification of year expenses Deductions Year
- -------------- -------- ---------- ---------- ------------
1996:
Reserve for bad debts $ 1,446,000 $ 476,204 $ 296,204 (1) $ 1,626,000
Reserve for cash discounts 328,000 6,767,016 6,836,016 (2) 259,000
----------- ---------- -------------- ------------
$1,774,000 $7,243,220 $7,132,220 $ 1,885,000
----------- ---------- -------------- ------------
1995:
Reserve for bad debts $ 1,173,000 563,162 290,162 (1) $ 1,446,000
Reserve for cash discounts 293,000 6,163,894 6,128,894 (2) 328,000
----------- ---------- -------------- ------------
1,466,000 $6,727,056 $6,419,056 $ 1,774,000
1994:
Reserve for bad debts $ 1,835,000 350,935 1,012,935 (1) $ 1,173,000
Reserve for cash discounts 240,000 5,972,711 5,919,711 (2) 293,000
----------- ---------- -------------- ------------
$ 2,075,000 $6,323,646 $6,932,646 $ 1,466,000
----------- ---------- -------------- ------------
(1) Accounts receivable written off net of recoveries and exchange rate
movements.
(2) Allowances to customers.
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INDEX TO EXHIBITS
2.1 Asset Sale Agreement dated September 29, 1993 between Warner-Lambert
Company and the Company, including a list of omitted exhibits and
schedules. Incorporated by reference to Exhibit 2 to the Company's
Report on Form 8-K dated October 15, 1993; Commission File No. 1-1361.
The Company hereby agrees to provide the Commission, upon request,
copies of any omitted exhibits or schedules required by Item
601(b)(2) of Regulation S-K.
3.1 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 Amended and Restated By-Laws.
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.
10.5.1*Modification Agreement between the Company and William Touretz dated
as of December 5, 1984. Incorporated by reference to Exhibit
10.5.1 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1984; Commission File No. 1-1361.
10.5.2* Modification Agreement between the Company and William Touretz dated
as of December 13, 1985. Incorporated by reference to Exhibit
10.5.2 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1985; Commission File No. 1-1361.
10.5.3*Modification Agreement between the Company and William Touretz dated
as of December 17, 1986. Incorporated by reference to Exhibit
10.5.3 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1986; Commission File No. 1-1361.
10.8.1*Excess Benefit Plan. Incorporated by reference to Exhibit 10.8.1 of
the Company's Annual Report on Form 10-K for the year ended
December 31, 1990; Commission File No. 1-1361.
10.8.2*Career Achievement Plan of the Company. Incorporated by reference to
Exhibit 10.8.2 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1993; Commission File No. 1-1361.
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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.
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.
13The following items incorporated by reference herein from the Company's
1996 Annual Report to Shareholders for the year ended December 31, 1996
(the "1996 Report"), are filed as Exhibits to this report:
(i)Information under the section entitled "International" set forth
on Page 4 of the 1996 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 1996 Report;
(iii)Consolidated Statements of Earnings and Retained Earnings for the
three years ended December 31, 1996 set forth on Page 8 of the 1996
Report;
(iv)Consolidated Statements of Financial Position at December 31,
1996 and 1995 set forth on Pages 9-10 of the 1996 Report;
(v)Consolidated Statements of Cash Flow for the three years ended
December 31, 1996 set forth on Page 11 of the 1996 Report;
(vi)Notes to Consolidated Financial Statements set forth on Pages
12-15 of the 1996 Report;
(vii)Report of Independent Accountants set forth on Page 15 of the
1996 Report;
(viii)Quarterly Financial Data set forth on Page 16 of the 1996 Report;
(ix)Information under the section entitled "1996-1995 Quarterly
Summary of Tootsie Roll Industries, Inc. Stock Prices and Dividends"
set forth on Page 16 of the 1996 Report; and
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(x)Information under the section entitled "Five Year Summary of
Earnings and Financial Highlights" set forth on Page 17 of the 1996
Report.
21 List of Subsidiaries of the Company.
______________________________________
*Executive compensation plan or arrangement.
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