0000098677-12-000016.txt : 20121206 0000098677-12-000016.hdr.sgml : 20121206 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 8-K 1 dec12f8kfiling.txt TOOTSIE ROLL INDUSTRIES, INC. REGULAR AND SPECIAL DIVIDENDS 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. EX-99 2 exh99_pressrelease.txt TOOTSIE ROLL INDUSTRIES, INC. REGULAR AND SPECIAL DIVIDENDS 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.