TOOTSIE ROLL INDUSTRIES INC
8-K, 2000-05-18
SUGAR & CONFECTIONERY PRODUCTS
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<PAGE>

                       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

         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 12, 2000


- --------------------------------------------------------------------------------
                          TOOTSIE ROLL INDUSTRIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

- --------------------------------------------------------------------------------



<TABLE>
<S>                                <C>                           <C>
          VIRGINIA                          1-1361                          22-1318955
- -------------------------------    ------------------------      ---------------------------------
(STATE OR OTHER JURISDICTION OF    (COMMISSION FILE NUMBER)      (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
</TABLE>


                7401 SOUTH CICERO AVENUE, CHICAGO, ILLINOIS 60629
               ---------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)


                                 (773) 838-3400
               --------------------------------------------------
               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE

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ITEM 5.   OTHER EVENTS.

On May 12, 2000, Tootsie Roll Industries, Inc. ("Tootsie Roll") completed the
acquisition of the assets of Andes Candies, Inc. from Brach's Confections Inc.
(the "Transaction"). Tootsie Roll hereby incorporates by reference the press
release, dated May 15, 2000, announcing the completion of the Transaction.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
     (c)  EXHIBITS

          99   Press Release, dated May 15, 2000, issued by Tootsie Roll
               announcing the Transaction.

<PAGE>

                                   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.


Date:  May 17, 2000
                                        By: /s/ Ellen R. Gordon
                                           --------------------------
                                             Ellen R. Gordon
                                             President

<PAGE>

                                  EXHIBIT INDEX


EXHIBITS

99                  Press Release, dated May 15, 2000, issued by Tootsie Roll
                    announcing the Transaction.


<PAGE>

                                                                      Exhibit 99

FOR IMMEDIATE RELEASE                        Media Contact:

                                             Mike Marker
                                             317-254-8710



                 TOOTSIE ROLL INDUSTRIES ACQUIRES ANDES CANDIES

    -- ANOTHER LEADING COMPANY JOINS GROWING FAMILY OF GREAT CANDY BRANDS --



CHICAGO MAY 15, 2000 -- Tootsie Roll Industries, Inc., today announced that it
has consummated the purchase of the assets of Andes Candies, Inc. from Brach's
Confections, Inc. Andes is a well-known chocolatey mint particularly known for
its green creme de menthe center layer.

"We are excited to add this well known brand to the Tootsie Roll Industries'
family of products," said Melvin and Ellen Gordon, chairman and president,
respectively, of Tootsie Roll Industries. "The acquisition of Andes underscores
our belief that strong brands will continue to contribute to the long-term
success of our company.

"Experts say brand equity is tied to both product quality and to various
intangible factors. Andes is well known for exceptional quality, but the company
has also developed a meaningful relationship with consumers of all ages over the
years. We look for products that have a special bond with consumers when
bringing new brands into the Tootsie Roll Industries' family."

As part of the transaction announced today, Tootsie Roll Industries, Inc.,
acquired the Andes' manufacturing facility in Delavan, Wisconsin. The company
expects to continue to make the high quality candy products at this facility.
Andes' products will be marketed and sold through the Charms' Division of
Tootsie Roll Industries, Inc.

Tootsie Roll Industries is one of the country's largest candy companies with
headquarters in Chicago, operations in Tennessee, New York, Chicago,
Massachusetts, Maryland, Mexico, and Canada, and sales in Europe, the Middle
East, Central America, and the Pacific Rim. The company sells a variety of
Tootsie Roll branded products such as Tootsie Rolls, Tootsie Pops, Caramel Apple
Pops, Child's Play, Charms, Blow Pops, Blue Razz, Cella's Cherries, Mason Dots,
Mason Crows, Junior Mints, Charleston Chew, Sugar Daddy, Sugar Babies and Fluffy
Stuff Cotton Candy.

Tootsie Roll products have been manufactured and sold in the United States since
1896 and have been a part of Americana for many generations. Andes Candies had
1999 sales of approximately $34 million. Tootsie Roll Industries' 1999 sales
were over $396 million. For more information about Tootsie Roll Industries, the
company's website on the Internet at: http://www.tootsie.com.


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