0000098677-13-000004.txt : 20130221 0000098677-13-000004.hdr.sgml : 20130221 20130221145941 ACCESSION NUMBER: 0000098677-13-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130220 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130221 DATE AS OF CHANGE: 20130221 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: 13630017 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 feb13f8lfiling.txt TOOTSIE ROLL INDUSTRIES, INC. 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 February 20, 2013 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 February 20, 2013 the Board of Directors of Tootsie Roll Industries, Inc. (the "Company") declared a regular quarterly dividend $0.08 per share payable on March 27, 2013 to shareholders of record at the close of business on March 5, 2013. The Board also declared a 3% stock dividend payable on April 5, 2013 to shareholders of record at the close of business on March 5, 2013. The Board also fixed May 6, 2013 as the date of the Annual Meeting of the Shareholders. A copy of the announcement of these actions 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 Tootsie Roll Industries, Inc., dividend declaration dated February 20, 2013. 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. February 20, 2013 TOOTSIE ROLL INDUSTRIES, INC. By: /S/BARRY P. BOWEN Barry P. Bowen Assistant Secretary EXHIBIT INDEX Exhibit No. Description 99.1 Tootsie Roll Industries, Inc., dividend declaration dated February 20, 2013. EX-99 2 exh99_pressrelease.txt TOOTSIE ROLL INDUSTRIES, INC. EXHIBIT 99.1 Tootsie Roll Industries, Inc. 7401 South Cicero Avenue Chicago, IL 60629 Phone 773/838-3400 Fax 773/838-3534 STOCK TRADED: NYSE TICKER SYMBOL: TR Wednesday, February 20, 2013 TOOTSIE ROLL INDUSTRIES, INC. BOARD OF DIRECTORS DECLARES REGULAR AND SPECIAL DIVIDENDS February 20, 2013 Gentlemen: Please be advised that on the above date, the Board of Directors of Tootsie Roll Industries, Inc. took the following action: 1. The Board declared a regular quarterly cash dividend of $.08 (8 cents) per share payable on March 27, 2013 to shareholders of record of the Common Stock and of the Class B Common Stock at the close of business on March 5, 2013. 2. The Board declared an extra 3% stock dividend payable on April 5, 2013 to shareholders of record of the Common Stock and Class B Common Stock at the close of business on March 5, 2013. The stock dividend is payable in Common Stock to holders of Common Stock and in Class B Common Stock to holders of Class B Common Stock. Fractional shares will be settled by payment in cash at a rate equal to the closing price per share of the Common Stock of the Company on the New York Stock Exchange on the record date, March 5, 2013. The cut-off date for brokers' requisitions is March 28, 2013. 3. The Board of Directors fixed May 6, 2013 as the date of the Annual Meeting of the Shareholders, to be held in Richmond, Virginia, and fixed March 5, 2013 as the record date for shareholders entitled to notice of and to vote at the meeting. The only matters to be voted upon at the Annual Meeting are the election of directors and ratification of the appointment of the auditors. Proxy Material will be mailed on or about March 25, 2013. 4. The shares to be issued in payment of the stock dividend are not entitled to receive the cash dividend payable March 27, 2013 or to receive notice of or to vote at the Annual Meeting to be held May 6, 2013. 5. The Common Stock is listed on the New York Stock Exchange; the Class B Common Stock is not. 6. American Stock Transfer and Trust Company, 6201 15th Avenue, Brooklyn, New York 11219, the Transfer Agent for our Company, will disburse the dividends and mail the Notice of Annual Meeting and Proxy Material. Paula Caroppoli, Account Administrator (718-921-8275) is in charge of our account. For confirmation of the foregoing, call the undersigned at (773) 838-3400. Sincerely, TOOTSIE ROLL INDUSTRIES, INC. /S/BARRY BOWEN Barry Bowen Treasurer