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) July 28, 2004 TOOTSIE ROLL INDUSTRIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-15863 13-4037641 State or other jurisdiction (Commission File No.) (IRS Employer Of incorporation) Identification Number) 7401 South Cicero Avenue, Chicago, Illinois 60629 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (773) 838-3400. N/A (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS and EXHIBITS (C) Exhibits 99.1 Press Release, dated July 28, 2004 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On July 28, 2004, Tootsie Roll Industries, Inc., a Virginia corporation, issued a press release announcing earnings for the quarter ended July 3, 2004, a copy of which is attached as Exhibit 99.1 to this report. 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, thereunto duly authorized. TOOTSIE ROLL INDUSTRIES, INC. Date: July 28, 2004 By:_/s/ G. Howard Ember, Jr._ Name: G. Howard Ember, Jr. Title: V.P./Finance EXHIBIT INDEX (99) ADDITIONAL EXHIBITS 99.1 Tootsie Roll Industries Press Release, dated July 28, 2004. 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 Wednesday, July 28, 2004 CHICAGO, ILLINOIS - July 28, 2004 - Melvin J. Gordon, Chairman, Tootsie Roll Industries, Inc. reported second quarter and first half 2004 sales and earnings. Second quarter 2004 sales were $77,157,000 compared to $77,725,000 in the second quarter 2003, a decrease of 1%. First half 2004 sales were $157,203,000 compared to $153,295,000 in the prior year, an increase of 3%. As the Company's quarterly financial reporting is based on 13-week periods, the first half of 2004 and 2003 ended on July 3, 2004 and June 28, 2003, respectively. If first half 2004 had ended on June 28, 2004, the Company estimates that first half 2004 sales would have been approximately $2,400,000 less than the above reported 2004 sales amount. Because the second quarter of 2004 and 2003 comprised exactly 13 weeks, the aforementioned did not affect second quarter comparative reported sales. Mr. Gordon said, "Second quarter results were adversely affected by the timing of certain customer shipments." Second quarter 2004 net earnings were $11,829,000 compared to second quarter 2003 net earnings of $12,317,000. First half 2004 net earnings were $23,321,000 compared to first half 2003 net earnings of $23,226,000. Second quarter net earnings per share were $.23 in both 2004 and 2003, and first half 2004 net earnings per share were $.44 compared to $.43 per share in first half 2003, an increase of $.01 per share or 2%. Mr. Gordon said, "Ongoing cost control programs facilitated the Company's earnings results for the 2004 second quarter and first half periods. Second quarter and first half 2004 earnings per share were aided by Company common stock purchases in the open market and the resulting fewer shares outstanding." TOOTSIE ROLL INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF EARNINGS FOR THE 13 WEEKS AND 26 WEEKS ENDED JULY 3, 2004 & JUNE 28, 2003 SECOND QUARTER ENDED 2004 2003 Net Sales $ 77,157,000 $ 77,725,000 Net Earnings $ 11,829,000 $ 12,317,000 * Earnings Per Share $ .23 $ .23 * Average Shares Outstanding 52,397,000 53,413,000 SIX MONTHS ENDED 2004 2003 Net Sales $157,203,000 $153,295,000 Net Earnings $ 23,321,000 $ 23,226,000 * Earnings Per Share $ .44 $ .43 * Average Shares Outstanding 52,493,000 53,591,000 * Based on average shares outstanding adjusted for 3% stock dividends distributed April 14, 2004 and April 16, 2003.