-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PYqP7Q2IYOC5LTOAlv9tNH/1RJ77fyE5fnUlVPI2azzURACVoEZ/ZoHlkfMw+4xO MGn9zPvQT62lVmTtuVuj7A== 0000047312-95-000003.txt : 19951030 0000047312-95-000003.hdr.sgml : 19951030 ACCESSION NUMBER: 0000047312-95-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951027 SROS: NASD GROUP MEMBERS: CLYDE WM. ENGLE GROUP MEMBERS: CORONET INSURANCE COMPANY,INC. GROUP MEMBERS: HICKORY FURNITURE CO GROUP MEMBERS: NORMANDY INSURANCE AGENCY, INC. GROUP MEMBERS: RDIS CORPORATION GROUP MEMBERS: SUNSTATES CORPORATION GROUP MEMBERS: TELCO CAPITAL CORPORATION GROUP MEMBERS: WISCONSIN REAL ESTATE INVESTMENT TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROCKY MOUNTAIN CHOCOLATE FACTORY INC CENTRAL INDEX KEY: 0000785815 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 840910696 STATE OF INCORPORATION: CO FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38695 FILM NUMBER: 95584909 BUSINESS ADDRESS: STREET 1: 265 TURNER DR CITY: DURANGO STATE: CO ZIP: 81301 BUSINESS PHONE: 3032590554 MAIL ADDRESS: STREET 1: 265 TURNER DRIVE CITY: DURANGO STATE: CO ZIP: 81301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HICKORY FURNITURE CO CENTRAL INDEX KEY: 0000047312 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 560838052 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 55 EAST MONROE STREET SUITE 1600 CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3128492990 MAIL ADDRESS: STREET 1: 55 EAST MONROE ST STE 1600 CITY: CHICAGO STATE: IL ZIP: 60603 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Under the Securities Exchange Act of 1934 SCHEDULE 13D Amendment No. 4 CORONET INSURANCE COMPANY NORMANDY INSURANCE AGENCY, INC. SUNSTATES CORPORATION WISCONSIN REAL ESTATE INVESTMENT TRUST HICKORY FURNITURE COMPANY, TELCO CAPITAL CORPORATION, RDIS CORPORATION AND CLYDE WM. ENGLE (Name of person(s) filing Statement) ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. (Name of Issuer) Common Stock, $.03 par value per share (Title of class of securities) 774678 40 3 (CUSIP Number) Lee N. Mortenson 3500 West Peterson Avenue Chicago, Illinois 60659 (312) 539-8283 (Name, address and telephone number of person authorized to receive notices and communications) October 18, 1995 (Date of event which requires filing of this Statement) 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CORONET INSURANCE COMPANY 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds N/A 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization ILLINOIS 7. Sole Voting Power 858,757 Common Shares 8. Shared Voting Power N/A 9. Sole Dispositive Power 858,757 Common Shares 10. Shared Dispositive Power N/A 11. Aggregate Amount Beneficially Owned By Each Reporting Person 858,757 Common Shares 12. Check Box if the Aggregate Amount in Row (11) excludes Certain Shares 13. Percent of Class Represented By Amount in Row (11) 28.5% 14. Type of Reporting Person IC 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person NORMANDY INSURANCE AGENCY, INC. 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds N/A 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization ILLINOIS 7. Sole Voting Power 858,757 Common Shares 8. Shared Voting Power N/A 9. Sole Dispositive Power 858,757 Common Shares 10. Shared Dispositive Power N/A 11. Aggregate Amount Beneficially Owned By Each Reporting Person 858,757 Common Shares 12. Check Box if the Aggregate Amount in Row (ll) excludes Certain Shares [ ] 13. Percent of Class Represented By Amount in Row (11) 28.5% 14. Type of Reporting Person CO 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SUNSTATES CORPORATION 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds N/A 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization DELAWARE 7. Sole Voting Power 858,757 Common Shares 8. Shared Voting Power N/A 9. Sole Dispositive Power 858,757 Common Shares 10. Shared Dispositive Power N/A 11. Aggregate Amount Beneficially Owned By Each Reporting Person 858,757 Common Shares 12. Check Box if the Aggregate Amount in Row (ll) excludes Certain Shares [ ] 13. Percent of Class Represented By Amount in Row (11) 28.5% 14. Type of Reporting Person CO 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person WISCONSIN REAL ESTATE INVESTMENT TRUST 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b)[ ] 3. SEC Use Only 4. Source of Funds N/A 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization WISCONSIN 7. Sole Voting Power 858,757 Common Shares 8. Shared Voting Power N/A 9. Sole Dispositive Power 858,757 Common Shares 10. Shared Dispositive Power N/A 11. Aggregate Amount Beneficially Owned By Each Reporting Person 858,757 Common Shares 12. Check Box if the Aggregate Amount in Row (ll) excludes Certain Shares [ ] 13. Percent of Class Represented By Amount in Row (11) 28.5% 14. Type of Reporting Person CO--COMMON LAW TRUST 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person HICKORY FURNITURE COMPANY 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds N/A 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization DELAWARE 7. Sole Voting Power 858,757 Common Shares 8. Shared Voting Power N/A 9. Sole Dispositive Power 858,757 Common Shares 10. Shared Dispositive Power N/A 11. Aggregate Amount Beneficially Owned By Each Reporting Person 858,757 Common Shares 12. Check Box if the Aggregate Amount in Row (ll) excludes Certain Shares [ ] 13. Percent of Class Represented By Amount in Row (11) 28.5% 14. Type of Reporting Person CO 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person TELCO CAPITAL CORPORATION 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds N/A 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization DELAWARE 7. Sole Voting Power 858,757 Common Shares 8. Shared Voting Power N/A 9. Sole Dispositive Power 858,757 Common Shares 10. Shared Dispositive Power N/A 11. Aggregate Amount Beneficially Owned By Each Reporting Person 858,757 Common Shares 12. Check Box if the Aggregate Amount in Row (ll) excludes Certain Shares [ ] 13. Percent of Class Represented By Amount in Row (11) 28.5% 14. Type of Reporting Person CO 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person RDIS CORPORATION 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds N/A 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization DELAWARE 7. Sole Voting Power 858,757 Common Shares 8. Shared Voting Power N/A 9. Sole Dispositive Power 858,757 Common Shares 10. Shared Dispositive Power N/A 11. Aggregate Amount Beneficially Owned By Each Reporting Person 858,757 Common Shares 12. Check Box if the Aggregate Amount in Row (ll) excludes Certain Shares 13. Percent of Class Represented By Amount in Row (11) 28.5% 14. Type of Reporting Person CO 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CLYDE WM. ENGLE 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds N/A 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization USA 7. Sole Voting Power 858,757 Common Shares 8. Shared Voting Power N/A 9. Sole Dispositive Power 858,757 Common Shares 10. Shared Dispositive Power N/A 11. Aggregate Amount Beneficially Owned By Each Reporting Person 858,757 Common Shares 12. Check Box if the Aggregate Amount in Row (ll) excludes Certain Shares [ ] 13. Percent of Class Represented By Amount in Row (11) 28.5% 14. Type of Reporting Person IN ITEM 1. Security and Issuer. The title of the class of equity securities to which this statement relates is the shares of common stock, $.03 par value per share. The name and address of the issuer of such securities is Rocky Mountain Chocolate Factory, Inc. ("Rocky Mountain"), 265 Turner Drive, Durango, Colorado 8l30l. ITEM 4. Purpose of Transaction. The purpose of purchases of securities of Rocky Mountain by Coronet is for investment. The reporting persons intend to review continuously their position in Rocky Mountain and may, depending upon their evaluation of Rocky Mountain's business and prospects as well as upon future developments and upon price, availability of shares and other factors, determine to increase, decrease or eliminate their position in Rocky Mountain. The reporting persons are not considering any plans or proposals which relate to or would result in: (a) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving Rocky Mountain or any of its subsidiaries; (b) a sale or transfer of a material amount of assets of Rocky Mountain or any of its subsidiaries; (c) any change in Rocky Mountain's Board of Directors or management; (d) any material change in the present capitalization or dividend policy of Rocky Mountain other than set forth in Item 6 below; (e) any material change in Rocky Mountain's business, corporate structure, charter or by-laws; (f) any change which would impede the acquisition of control of Rocky Mountain by any person; (g) any class of securities of Rocky Mountain to be delisted; (h) Rocky Mountain common stock to be eligible to be deregistered under the Securities Exchange Act of l934; or (i) any action similar to those enumerated above. ITEM 5. Interest in Securities of the Issuer. (a) Coronet owns directly 858,757 shares of common stock of Rocky Mountain. All securities owned by Coronet may also be deemed to be owned beneficially by the other reporting persons. (b) Each of the reporting persons may be deemed to possess both sole power to direct the vote and sole power to direct the disposition of the securities of Rocky Mountain owned by Coronet. (c) On September 20, 1995, Coronet sold 500,000 common shares of Rocky Mountain for an aggregate sale of $7,730,000. (d) On September 25, 1995, certain promissory notes of Mr. Frank Crail held by Coronet which were previously in default were paid in full. Upon payment, 337,767 shares of the common stock of Rocky Mountain representing the collateral for the notes were returned to Mr. Crail. (e) On October 18, 1995, Coronet sold 62,500 shares of the common stock of Rocky Mountain in a fully registered public offering for an aggregate price of $966,250. ITEM 7. Materials to be Filed as Exhibits. (a) A joint filing undertaking as required by the Rules is attached.* (b) Note Purchase Agreement between Rocky Mountain Chocolate Factory, Inc. and Coronet Insurance Company dated November l6, l987.* (c) Convertible Promissory Notes dated November l6, l987.* (d) Note Purchase Agreement between Coronet Insurance Company, James C. Hilton and Mark Lapinski dated as of November l0, l987.* (e) Promissory Note of Franklin E. Crail dated June l, l985.* (f) Promissory Note of Franklin E. Crail dated December l, l985.* (g) Pledge Agreement between Coronet Insurance Company and Franklin E. Crail dated November l7, l987.* (h) Purchase Agreement between Piper Jaffray Inc. and Coronet Insurance Company dated September 20, 1995.* (i) Lock Up Agreement between Piper Jaffray Inc. and Coronet Insurance Company dated September 20, 1995. * ______ * Previously filed. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct. Dated: October 28, 1995 CORONET INSURANCE COMPANY NORMANDY INSURANCE AGENCY, INC. SUNSTATES CORPORATION WISCONSIN REAL ESTATE INVESTMENT TRUST HICKORY FURNITURE COMPANY TELCO CAPITAL CORPORATION RDIS CORPORATION By: /S/ CLYDE WM. ENGLE Clyde Wm. Engle Thereunto duly authorized /S/ CLYDE WM. ENGLE CLYDE WM. ENGLE -----END PRIVACY-ENHANCED MESSAGE-----