Annual report
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Table of Contents ( Mark One ) ☑ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1361 TOOTSIE ROLL INDUSTRIES , INC . ( Exact name of Registrant as specified in its charter ) Virginia ( State or other jurisdiction of incorporation or organization ) 7401 South Cicero Avenue , Chicago , Illinois 60629 ( Address of principal executive offices ) ( Zip Code ) Registrant's Telephone Number : ( 773 ) 838-3400 Securities registered pursuant t Section 12 ( b ) of the Act : 22-1318955 ( IRS Employer Identification No. ) Common Stock Title of each class - Par Value $ .69-4 / 9 Per Share Trading Symbol TR No No Name of each exchange on which registered New York Stock Exchange Securities registered pursuant to Section 12 ( g ) of the Act : Class B Common Stock - Par Value $ .69-4 / 9 Per Share Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes Indicate by check mark whether the registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit ) . Yes No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Accelerated filer Non - accelerated filer Smaller reporting company Emerging growth company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes □ No As of February 18 , 2021 , there were outstanding 38,989,889 shares of Common Stock par value $ .69-4 / 9 per share , and 27,011,521 shares of Class B Common Stock par value $ .69-4 / 9 per share . As of June 30 , 2020 the aggregate market value of the Common Stock ( based upon the closing price of the stock on the New York Stock Exchange on such date ) held by non - affiliates was approximately $ 597,009,000 . Class B Common Stock is not traded on any exchange , is restricted as to transfer or other disposition , but is convertible into Common Stock on a share - for - share basis . Upon such conversion , the resulting shares of Common Stock are freely transferable and publicly traded . Assuming all 27,024,933 shares of outstanding Class B Common Stock were converted into Common Stock , the aggregate market value of Common Stock held by non - affiliates on June 30 , 2020 ( based upon the closing price of the stock on the New York Stock Exchange on such date ) would have been approximately $ 751,335,511 . Determination of stock ownership by non - affiliates was made solely for the purpose of this requirement , and the Registrant is not bound by these determinations for any other purpose . report . DOCUMENTS INCORPORATED BY REFERENCE Portions of the Company's Definitive Proxy Statement for the Company's Annual Meeting of Shareholders ( the " 2021 Proxy Statement " ) scheduled to be held on May 3 , 2021 are incorporated by reference in Part III of this