<SEC-DOCUMENT>0000098677-12-000016.txt : 20121206
<SEC-HEADER>0000098677-12-000016.hdr.sgml : 20121206
<ACCEPTANCE-DATETIME>20121206094808
ACCESSION NUMBER: 0000098677-12-000016
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20121204
ITEM INFORMATION: Regulation FD Disclosure
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20121206
DATE AS OF CHANGE: 20121206
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: TOOTSIE ROLL INDUSTRIES INC
CENTRAL INDEX KEY: 0000098677
STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060]
IRS NUMBER: 221318955
STATE OF INCORPORATION: VA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-01361
FILM NUMBER: 121245518
BUSINESS ADDRESS:
STREET 1: 7401 S CICERO AVE
CITY: CHICAGO
STATE: IL
ZIP: 60629
BUSINESS PHONE: 7738383400
MAIL ADDRESS:
STREET 1: 7401 S CICERO AVE
CITY: CHICAGO
STATE: IL
ZIP: 60629
FORMER COMPANY:
FORMER CONFORMED NAME: SWEETS CO OF AMERICA INC
DATE OF NAME CHANGE: 19660921
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>dec12f8kfiling.txt
<DESCRIPTION>TOOTSIE ROLL INDUSTRIES, INC. REGULAR AND SPECIAL DIVIDENDS
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
To Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 4, 2012
Date of report (Date of earliest event reported)
TOOTSIE ROLL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its charter)
Virginia
(State or Other Jurisdiction of Incorporation)
001-01361
(Commission File Number)
22-1318955
(I.R.S. Employer Identification No.)
7401 South Cicero Avenue, Chicago, Illinois 60629
(Address of Principal Executive Offices) (Zip Code)
773-838-3400
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[__] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[__] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[__] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[__] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01. Regulation FD Disclosure.
On December 4, 2012, Tootsie Roll Industries, Inc. (the "Company")
issued a press release (the "release") announcing its regular quarterly cash
dividend of $.08 per share payable to shareholders of record as of December
17, 2012 and will be paid on December 28, 2012. The Company's Board has also
declared an additional special cash dividend of $.50 per share which will also
be payable to shareholders of record as of December 17, 2012 and will be paid
on December 28, 2012. A copy of the release is attached hereto as Exhibit 99.1
and incorporated herein by reference.
The information in the release and in this Item 7.01 is "furnished" and not
"filed" for purposes of Section 18 of the Securities and Exchange Act of 1934,
or otherwise subject to the liabilities of that section. Such information may
only be incorporated by reference in another filing under the Securities
Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent
such subsequent filing specifically references such information.
Item 9.01. Financial Statements and Exhibits.
(c) The following exhibit is furnished with this report:
Exhibit 99.1 Press Release of Tootsie Roll Industries, Inc., dated
December 4, 2012.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
under-signed thereunto duly authorized.
December 4, 2012 TOOTSIE ROLL INDUSTRIES, INC.
By: /S/G. HOWARD EMBER, JR.
G. Howard Ember, Jr.
Vice President Finance and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release of Tootsie Roll Industries, Inc., dated December 4, 2012.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>exh99_pressrelease.txt
<DESCRIPTION>TOOTSIE ROLL INDUSTRIES, INC. REGULAR AND SPECIAL DIVIDENDS
<TEXT>
EXHIBIT 99.1
Tootsie Roll Industries, Inc.
7401 South Cicero Avenue
Chicago, IL 60629
Phone 773/838-3400
Fax 773/838-3534
Press Release
STOCK TRADED: NYSE FOR IMMEDIATE RELEASE
TICKER SYMBOL: TR Tuesday, December 4, 2012
TOOTSIE ROLL INDUSTRIES, INC. BOARD OF DIRECTORS
DECLARES REGULAR AND SPECIAL DIVIDENDS
CHICAGO, ILLINOIS - December 4, 2012 - The Board of Directors of
Tootsie Roll Industries, Inc. (the "Company"), has declared a
regular quarterly cash dividend of $.08 per share payable
December 28, 2012 to shareholders of record of the Common Stock
and of the Class B Common Stock on December 17, 2012.
The Board of Directors also declared a special cash dividend of
$.50 per share payable December 28, 2012 to shareholders of record
of the Common Stock and of the Class B Common Stock on December
17, 2012.
"Given the uncertainty surrounding the future federal tax
treatment of dividends, we believe this special dividend is the
best utilization of the Company's strong balance sheet for our
shareholders at this time. As a result of our conservative
financial history we have the flexibility to pay this special
dividend while maintaining our strong balance sheet and
continuing to invest in our business. At this time, we do not
expect this action will impact the future payment of regular cash
dividends," said Melvin Gordon, Chairman and Chief Executive
Officer.
Forward-looking statements
The following constitutes a "Safe Harbor" statement under the
Private Securities Litigation Reform Act of 1995. Except for the
historical information contained herein, the matters discussed in
this press release, including the Company's expectations regarding
the future payment of regular cash dividends, are forward-looking
statements that involve risks and uncertainties, which could cause
our actual results and financial position to differ materially from
those anticipated by such forward-looking statements. These risks
include (i) significant competitive activity; (ii) fluctuations in
the cost and availability of commodities and ingredients; (iii)
inherent risks in the marketplace, (iv) the Company's reliance on
third party vendors for various goods and services; (v) changes in
the confectionery marketplace including actions taken by major
retailers and customers; (vi) customer, consumer and competitor
response to marketing programs and price and product weight
adjustments, and new products; (vii) dependence on significant
customers, (viii) the potential effects of current and future
macroeconomic conditions and geopolitical events and (ix) the other
risks detailed from time to time in the Company's SEC reports
including the Company's annual report on Form 10-K for the fiscal
year ended December 31, 2011 and its quarterly reports on Form 10-Q
filed subsequent thereto. The Company undertakes no obligation to
update forward-looking statements.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>