<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
AMENDMENT TO CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
October 15,1993
Date of Report (date of earliest event reported)
TOOTSIE ROLL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 1-1361 22 - 1318955
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation or
organization)
7401 South Cicero Avenue, Chicago, Illinois 60629
(Address of principal executive offices) (Zip Code)
(312) 838-3400
Registrant's telephone number, including area code
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Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Financial statements of business acquired (the
"Business").
(i) The balance sheets of the Business at December 31,
1992 and October 15, 1993, and the related statements
of operations and changes in divisional equity and
statements of cash flows for the year ended
December 31, 1992 and the period ended October 15,
1993, including the notes thereto, together with the
related Accountant's Report, attached hereto as Exhibit
28(a), are hereby incorporated by reference.
(b) Pro forma financial information
(i) The unaudited pro forma income statements of
Tootsie Roll Industries, Inc. ("Tootsie Roll") and the
Business for the year ended December 31, 1992 and the
nine months ended September 30, 1993, and the unaudited
pro forma condensed balance sheet of Tootsie Roll and
the Business as at September 30, 1993 attached hereto
as Exhibit 28(b) are hereby incorporated by reference.
(c) Exhibits
Exhibits No. Description of Document
28(a) The balance sheets of the Business
at December 31, 1992 and
October 15, 1993, and the related
statements of operations and
changes in divisional equity and
statements of cash flows for the
year ended December 31, 1992 and
the period ended October 15, 1993,
including the notes thereto,
together with the related
Accountant's Report.
28(b) The unaudited pro forma income
statements of Tootsie Roll
Industries, Inc. ("Tootsie Roll")
and the Business for the year
ended December 31, 1992 and the
nine months ended September 30,
1993 and the unaudited pro forma
condensed balance sheet of Tootsie
Roll and the Business as at
September 30, 1993 attached hereto
as Exhibit 28(b).
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SIGNATURES
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 undersigned hereunto duly authorized.
TOOTSIE ROLL INDUSTRIES, INC.
Dated: September 23, 1994 By: /s/ G. HOWARD EMBER, JR.
-----------------------------
G. Howard Ember, Jr.
Vice President, Finance
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Exhibit 28(b)
PRO FORMA FINANCIAL INFORMATION
The Company acquired the Cambridge Brands Division of Warner-Lambert Company
on October 15, 1993. The pro forma income statement data for the year ended
December 31, 1992 and the nine months ended September 30, 1993 presented
below have been prepared assuming the Company consummated the acquisition
of Cambridge Brands at the beginning of the period presented and reflect
estimated purchase accounting and other adjustments related to the
acquisition. The pro forma balance sheet data as of September 30, 1993
assumes the Company consummated the acquisition of Cambridge Brands on
September 30, 1993. The pro forma income statement and balance sheet data
presented below is unaudited. The pro forma income statement data are not
necessarily indicative of what the actual results of operations would have
been had the transactions occurred at the beginning of the period
presented, nor do they purport to indicate the results of future operations.
All amounts are in thousands except per share data.
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<TABLE>
<CAPTION>
Income Statement Data:
For the year ended December 31, 1992
Cambridge Brands
Tootsie Roll Division of Warner- Pro Forma Pro Forma
Industries, Inc. Lambert Company Adjustments Total
<S> <C> <C> <C> <C>
Net Sales $245,424 $58,152 $303,576
Cost of goods sold (127,123) (31,093) ($ 415) (158,631)
Gross margin 118,301 27,059 (415) 144,945
Operating expenses:
Marketing, selling and
advertising (38,958) (16,261) (55,219)
Distribution and warehousing (16,959) (3,054) (20,013)
General and administrative (14,451) (3,388) (43) (17,882)
Operating margin 47,933 4,356 (458) 51,831
Other income, net 3,989 (2,699) 1,290
Income before taxes 51,922 4,356 (3,157) 53,121
Provision for income taxes (19,890) (2,217) 1,749 (20,358)
Net earnings $ 32,032 $ 2,139 ($1,408) $ 32,763
Net earnings per common share $3.11
Average common shares outstanding 10,534
</TABLE>
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<TABLE>
<CAPTION>
For the nine months ended September 30, 1993
Cambridge Brands
Tootsie Roll Division of Warner- Pro Forma Pro Forma
Industries, Inc. Lambert Company Adjustments Total
<S> <C> <C> <C> <C>
Net Sales $197,179 $ 46,991 $244,170
Cost of goods sold (99,348) (22,959) ($ 510) (122,817)
Gross margin 97,831 24,032 ($ 510) 121,353
Operating expenses:
Marketing, selling and
advertising (31,582) (14,016) (45,598)
Distribution and warehousing (13,323) (2,478) (15,801)
General and administrative (9,970) (3,030) 25 (12,975)
Operating margin 42,956 4,508 (485) 46,979
Other income, net 3,669 ( 2,137) 1,532
Income before taxes 46,625 4,508 (2,622) 48,511
Provision for income taxes (18,204) (2,236) 1,500 (18,940)
Net earnings $ 28,421 $ 2,272 ($1,122) $ 29,571
Net earnings per common share $2.81
Average common shares outstanding 10,534
</TABLE>
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<TABLE>
<CAPTION>
Balance Sheet Data:
September 30, 1993
Tootsie Roll Cambridge Pro Forma
Industries, Inc. Brands Adjustments Total
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 5,162 $ 61 ($ 61) (e) $ 5,162
Investments 71,251 (9,317) (f) 61,934
Accounts receivable, net 44,561 7,083 (7,083) (e) 44,561
Inventories:
Finished goods and work in progress 18,232 1,488 (232) (g) 19,488
Raw materials and supplies 10,577 586 11,163
Prepaid expenses 10,086 863 (863) (e) 10,086
159,869 10,081 (17,556) 152,394
Land 2,230 2,475 25 (h) 4,730
Buildings 13,139 5,468 (468) (h) 18,139
Machinery and equipment 91,199 14,141 2,859 (h) 108,199
Leasehold improvements 4,841 4,841
111,409 22,084 2,416 135,909
Accumulated depreciation (48,597) (6,778) 6,778 (h) (48,597)
62,812 15,306 9,194 87,312
Excess of cost over acquired
net tangible assets, net 44,247 48,152 10,822 (i) 103,221
Other assets 8,785 8,785
$275,713 $73,539 $ 2,460 $351,712
Bank loans $ 304 $72,000 (j) $ 72,304
Accounts payable 6,066 $ 587 (587) (e) 6,066
Dividends payable 1,025 1,025
Accrued liabilities 15,783 1,882 955 (k) 18,620
Income taxes payable 8,153 8,153
31,331 2,469 72,368 106,168
Notes payable 20,000 20,000
Industrial Development Bonds 7,500 7,500
Postretirement benefits 4,363 4,363
Deferred compensation 2,066 2,066
Deferred taxes 3,816 1,162 (l) 4,978
69,076 2,469 73,530 145,075
Common stock 4,904 4,904
Class B common stock 2,411 2,411
Capital in excess of par 111,108 111,108
Retained earnings 90,627 90,627
Divisional equity 71,070 (71,070) (m) 0
Foreign currency adjustment (2,413) (2,413)
206,637 71,070 (71,070) 206,637
$275,713 $73,539 $ 2,460 $351,712
</TABLE>
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Exhibit Index at page
TOOTSIE ROLL INDUSTRIES, INC.
NOTES TO PRO FORMA FINANCIAL INFORMATION
(a) Pro forma adjustment to the cost of goods sold arises from
the determination of depreciation expense (as if the
acquisition had been consummated as of the beginning of the
period for which the pro forma financial statement is
presented) using the Company's methods, useful lives and
basis in the acquired building and machinery and equipment
as opposed to those of the seller.
(b) Pro forma adjustment to general and administrative expense
arises from the amortization of the excess of purchase price
over the net tangible assets acquired (as if the acquisition
had been consummated as of the beginning of the period for
which the pro forma financial statement is presented) using
the Company's method, amortization period and basis in the
acquired net assets as opposed to the method, amortization
period and basis of the seller.
(c) Pro forma adjustment to other income, net arises from the
estimation of interest expense on the acquisition debt and a
reduction of interest income for that portion of the
purchase price which was paid with funds of the Company (as
if the acquisition had been consummated as of the beginning
of the period for which the pro forma financial statement is
presented) using and estimated composite borrowing/investment
return rate.
(d) Pro forma adjustment to provision for income taxes arises from
the determination of tax expense for the consolidated entity
taken as a whole (as if the acquisition had been consummated
as of the beginning of the period for which the pro forma
financial statement is presented).
(e) Pro forma adjustments to cash and cash equivalents, accounts
receivable, net, prepaid expenses and accounts payable arise
due to the fact that the Company did not purchase these assets
and liabilities from the seller and accordingly they are
excluded form the pro forma financial statement.
(f) Pro forma adjustment to investments arises from the payment of
a portion of the purchase price with funds of the Company.
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(g) Pro forma adjustment to finished goods and work in progress
arises from the Company's estimate of net realizable value of
the purchased inventory net of estimated costs of disposal and
a reasonable profit allowance for the selling effort.
(h) Pro forma adjustments to land, buildings, machinery and
equipment and accumulated depreciation arise from the
Company's estimate of replacement cost for assets with similar
capacity.
(i) Pro forma adjustment to excess of cost over acquired net
tangible assets arises from the Company's recording of the
intangible assets to be recognized based upon the purchase
price and the Company's basis in the net assets acquired.
(j) Pro forma adjustment to bank loans arises from the Company's
issuance of short term notes payable for a portion of the
purchase price.
(k) Pro forma adjustment to accrued liabilities arises from the
Company's recording of liabilities assumed in the purchase as
well as other accrued expenses related to the acquisition.
(l) Pro forma adjustment to deferred taxes arises from the income
tax effect of the differences between the Company's financial
accounting and income tax bases in the net assets acquired.
(m) Pro forma adjustment to divisional equity represents the
elimination of the predecessor's net investment in the
acquisition.
