-----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, JBXVG3fbfvI+ZngVqi7iPnl4n6y9TxLuRdgt7R7kFQsRGTTbC95prkRmLsHnIkx4 ezVRXjienf7vlD9JogWWdA== 0000103575-97-000006.txt : 19970708 0000103575-97-000006.hdr.sgml : 19970708 ACCESSION NUMBER: 0000103575-97-000006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970707 SROS: NASD 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: 97636890 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: SUNSTATES CORP /DE/ CENTRAL INDEX KEY: 0000103575 STANDARD INDUSTRIAL CLASSIFICATION: WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED) [2511] IRS NUMBER: 221664434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4600 MARRIOTT DR STE 200 CITY: RALEIGH STATE: NC ZIP: 27612 BUSINESS PHONE: 9197815611 MAIL ADDRESS: STREET 1: 4600 MARRIOTT DR STE 200 CITY: RALIEGH STATE: NC ZIP: 27612 FORMER COMPANY: FORMER CONFORMED NAME: ACTON CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VIKOA INC DATE OF NAME CHANGE: 19760930 FORMER COMPANY: FORMER CONFORMED NAME: REGO INSULATED WIRE CORP DATE OF NAME CHANGE: 19680517 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Under the Securities Exchange Act of 1934 SCHEDULE 13D Amendment No. 4 SEW SIMPLE SYSTEMS, INC. NORMANDY INSURANCE AGENCY, INC. SUNSTATES CORPORATION INDIANA FINANCIAL INVESTORS, INC. 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 4433 West Touhy Avenue LINCOLNWOOD, Illinois 60646 (312) 849-2990 (Name, address and telephone number of person authorized to receive notices and communications) June 25, 1997 (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 SEW SIMPLE SYSTEMS, 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 SOUTH CAROLINA 7. Sole Voting Power 799,357 Common Shares 8. Shared Voting Power N/A 9. Sole Dispositive Power 799,357 Common Shares 10. Shared Dispositive Power N/A 11. Aggregate Amount Beneficially Owned By Each Reporting Person 799,357 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) 27.44% 14. Type of Reporting Person CO 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 799,357 Common Shares 8. Shared Voting Power N/A 9. Sole Dispositive Power 799,357 Common Shares 10. Shared Dispositive Power N/A 11. Aggregate Amount Beneficially Owned By Each Reporting Person 799,357 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) 27.44% 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 799,357 Common Shares 8. Shared Voting Power N/A 9. Sole Dispositive Power 799,357 Common Shares 10. Shared Dispositive Power N/A 11. Aggregate Amount Beneficially Owned By Each Reporting Person 799,357 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) 27.44% 14. Type of Reporting Person CO 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person INDIANA FINANCIAL INVESTORS, 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 INDIANA 7. Sole Voting Power 799,357 Common Shares 8. Shared Voting Power N/A 9. Sole Dispositive Power 799,357 Common Shares 10. Shared Dispositive Power N/A 11. Aggregate Amount Beneficially Owned By Each Reporting Person 799,357 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) 27.44% 14. Type of Reporting Person CO 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 799,357 Common Shares 8. Shared Voting Power N/A 9. Sole Dispositive Power 799,357 Common Shares 10. Shared Dispositive Power N/A 11. Aggregate Amount Beneficially Owned By Each Reporting Person 799,357 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) 27.44% 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 799,357 Common Shares 8. Shared Voting Power N/A 9. Sole Dispositive Power 799,357 Common Shares 10. Shared Dispositive Power N/A 11. Aggregate Amount Beneficially Owned By Each Reporting Person 799,357 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) 27.44% 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 799,357 Common Shares 8. Shared Voting Power N/A 9. Sole Dispositive Power 799,357 Common Shares 10. Shared Dispositive Power N/A 11. Aggregate Amount Beneficially Owned By Each Reporting Person 799,357 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) 27.44% 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 824,357 Common Shares 8. Shared Voting Power N/A 9. Sole Dispositive Power 824,357 Common Shares 10. Shared Dispositive Power N/A 11. Aggregate Amount Beneficially Owned By Each Reporting Person 824,357 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) 28.30% 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 81301. ITEM 2. Identity and Background I. (a) Sew Simple Systems, Inc. ("Sew Simple"), a South Carolina corporation. (b) The principal executive offices of Sew Simple are located at P.O. 68, Highway 418, Fountain Inn, SC 29644. (c) Sew Simple is engaged primarily in the manufacture and sale of automated textile equipment. Sew Simple is a majority-owned subsidiary of Normandy Insurance Agency, Inc. (d) (e) Sew Simple has not during the past five years, been convicted in a criminal proceeding of any sort (excluding misdemeanors similar to traffic violations) or been subject to a judgment, decree or final order enjoining future violations or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. The identity and background of the executive officers and directors of Sew Simple, all of whom are United States citizens, are as follows: Cecil E. Eggert, P.O. 68, Highway 418, Fountain Inn, SC, 29644, is President and Treasurer of Sew Simple. Glenn J. Kennedy is Vice President of Sew Simple ( See Section III). Richard Leonard is Vice President of Sew Simple (See Section III). Lee N. Mortenson is a director of Sew Simple (see Section III). Clyde Wm. Engle is a director of Sew Simple (see Section VIII). To the best of Sew Simple's knowledge, except as set forth in Item IX none of the above individuals has, during the past five years been convicted in a criminal proceeding of any sort (excluding traffic violations and similar misdemeanors), or been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. II. (a) Normandy Insurance Agency, Inc. ("Normandy"), an Illinois corporation. (b) The principal executive offices of Normandy are located at 4433 West Touhy Avenue, Lincolnwood, Illinois 60646. (c) Normandy is engaged through its subsidiaries in the manufacture and sale of automated textile equipment and the manufacture and sale of hosiery, intimates and medical products. Normandy is a wholly-owned subsidiary of Sunstates Corporation. (d)(e) Normandy has not during the past five years, been convicted in a criminal proceeding of any sort (excluding misdemeanors similar to traffic violations) or been subject to a judgment, decree or final order enjoining future violations or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. The identity and background of the executive officers and directors of Normandy, all of whom are United States citizens, are as follows: Lee N. Mortenson is President and a director of Normandy (see Section III). Clyde Wm. Engle is Vice President and a director of Normandy (see Section VIII). To the best of Normandy's knowledge, except as set forth in Item IX none of the above individuals has, during the past five years been convicted in criminal proceeding of any sort (excluding traffic violations and similar misdemeanors), or been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. III. (a) Sunstates Corporation ("Sunstates"), a Delaware corporation. (b) The principal executive offices of Sunstates are located at 4600 Marriott Drive, Suite 200, Raleigh, NC 27612. (c) Sunstates is engaged primarily in the development and sale of real estate, and through its subsidiaries in the manufacture and sale of automated textile equipment and in the manufacture and sale of hosiery, intimates and medical products. Sunstates is an affiliate of Indiana Financial Investors, Inc and Hickory Furniture Company. (d) (e) Sunstates has not during the past five years, been convicted in a criminal proceeding of any sort (excluding misdemeanors similar to traffic violations) or been subject to a judgment, decree or final order enjoining future violations or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. The identity and background of the executive officers and directors of Sunstates, all of whom are United States citizens, are as follows: Clyde Wm. Engle is Chairman of the Board and Chief Executive Officer and a director of Sunstates (see Section VIII). Harold Sampson, 222 East Erie Street, Milwaukee, Wisconsin, is a director of Sunstates; and Chairman of the Board of Sampson Enterprises, Inc., a firm engaged in the development of real estate. William D. Schubert, 4600 Marriott Drive, Suite 200, Raleigh, N.C. 27612, is a director of Sunstates. Lee N. Mortenson, 4433 West Touhy Avenue, Lincolnwood, Illinois 60646 is President, Chief Operating Officer and a Director of Alba- Waldensian, Inc.; President, Chief Operating Officer and a director of Sunstates; and President and a director of Telco Capital Corporation. Robert J. Spiller, 4600 Marriott Drive, Suite 200, Raleigh, N.C. 27612, is a director of Sunstates; formerly Chairman of the Board and a director of The Boston Five Cents Savings Bank, 10 School Street, Boston, Massachusetts 02108. Howard Friedman, 130 E. Randolph Street, Chicago, Illinois 60601, is a director of Sunstates and an attorney-at-law and member of the firm of Schuyler, Roche & Zwirner, 130 E. Randolph Street, Chicago, Illinois 60601. Glenn Kennedy, 4600 Marriott Drive, Suite 200, Raleigh, N.C. 27612, is the Chief Financial Officer of Sunstates. Richard Leonard, 4600 Marriott Drive, Suite 200, Raleigh, N.C. 27612 is Secretary of Sunstates. To the best of Sunstate's knowledge, except as set forth in Item IX none of the above individuals has, during the past five years been convicted in criminal proceeding of any sort (excluding traffic violations and similar misdemeanors), or been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. IV. (a) Indiana Financial Investors, Inc. ("IFII") is a corporation formed under the laws of the State of Indiana. (b) The principal executive offices of IFII are located at 4433 West Touhy Avenue, Lincolnwood, Illinois 60646. (c) IFII is engaged, through its affiliates, in the development and sale of real estate, in the manufacture and sale of automated textile equipment and in the manufacture and sale of hosiery, intimates and medical products. IFII is a subsidiary of Hickory Furniture Company. (d) (e) IFII has not during the past five years, been convicted in a criminal proceeding of any sort (excluding misdemeanors similar to traffic violations) or been subject to a judgment, decree or final order enjoining future violations or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. The identity, address and principal occupation or employment of the executive officers and directors of IFII, all of whom are United States citizens, are as follows: Clyde Wm. Engle is Chief Executive Officer, a director and President of IFII (see Section VIII). Harold Sampson, 222 East Erie Street, Milwaukee, Wisconsin, is a director of IFII (see Section III). To the best of IFII's knowledge, except as set forth in Item IX, none of the above individuals has, during the past five years been convicted in criminal proceeding of any sort (excluding traffic violations and similar misdemeanors), or been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. V. (a) Hickory Furniture Company ("Hickory"), a Delaware corporation. (b) The principal executive offices of Hickory are located at 4433 West Touhy Avenue, Lincolnwood, Illinois 60646. (c) Hickory is engaged primarily, through its subsidiaries, in the development and sale of real estate, in the manufacture and sale of automated textile equipment, and in the manufacture and sale of hosiery, intimates and medical products. Hickory is a subsidiary of Telco Capital Corporation. (d) (e) Hickory has not, during the past five years, been convicted in a criminal proceeding of any sort (excluding misdemeanors similar to traffic violations) or been subject to a judgment, decree or final order enjoining future violations or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. The identity and background of the executive officers and directors of Hickory, all of whom are United States citizens, are as follows: Clyde Wm. Engle is Chief Executive Officer and a director of Hickory (see Section VIII). Lee N. Mortenson is a director of Hickory (see Section III). To the best of Hickory's knowledge, except as set forth in Item IX, none of the above individuals has, during the past five years been convicted in criminal proceeding of any sort (excluding traffic violations and similar misdemeanors), or been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. VI. (a) Telco Capital Corporation ("Telco"), a Delaware corporation. (b) The principal executive offices of Telco are located at 4433 West Touhy Avenue, Lincolnwood, Illinois 60646. (c) Telco, through its subsidiaries, is engaged in the development and sale of real estate, in the manufacture and sale of automated textile machinery and in the manufacture and sale of hosiery, intimates and medical products. Telco is a wholly-owned subsidiary of RDIS Corporation. (d) (e) Except as set forth in Item IX, Telco has not, during the past five years been involved in a criminal proceeding of any sort or been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The identity and background of the executive officers and directors of Telco, all of whom are United States citizens, are as follows: Clyde Wm. Engle, 4433 West Touhy Avenue, Lincolnwood, Illinois 60646, is Chairman of the Board and Chief Executive Officer of Telco (see Section VIII). Lee N. Mortenson is President and a director of Telco (see Section III). Amelia S. Fitzgerald, 4433 West Touhy Avenue, Lincolnwood, Illinois 60646, is Vice-President, Assistant to the Chairman and Secretary of Telco and Assistant to the Chairman of Bank of Lincolnwood. Gerald M. Tierney, Jr., 4433 West Touhy Avenue, Lincolnwood, Illinois 60646 is a Senior Vice President and General Counsel of Telco. To the best of Telco's knowledge, except as set forth in Item IX, none of the above individuals has, during the past five years been convicted in criminal proceeding of any sort (excluding traffic violations and similar misdemeanors), or been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. VII. (a) RDIS Corporation, a Delaware corporation ("RDIS") (formerly known as Libco Corporation). (b) The principal executive offices of RDIS are located at 4433 West Touhy Avenue, Lincolnwood, Illinois 60646. (c) RDIS's principal business is conducted through its wholly-owned subsidiary, Telco. (d) (e) RDIS has not during the past five years, been convicted in a criminal proceeding of any sort (excluding misdemeanors similar to traffic violations) or been subject to a judgment, decree or final order enjoining future violations or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. The identity and background of the executive officers and directors of RDIS, all of whom are United States citizens, are as follows: Clyde Wm. Engle is Chairman of the Board of Directors, and Treasurer of RDIS (see Section VIII). Gerald M. Tierney, Jr. is Secretary of RDIS (see Section VI). To the best of RDIS's knowledge, none of the above individuals has, during the past five years been convicted in criminal proceeding of any sort (excluding traffic violations and similar misdemeanors), or been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. VIII. Clyde Wm. Engle, 4433 West Touhy Avenue, Lincolnwood, Illinois 60646, is Chairman of the Board of Directors and Chief Executive Officer of RDIS, Chairman of the Board of Directors, President and Chief Executive Officer of Telco, Chairman of the Board, President and Chief Executive Officer of GSC Enterprises, Inc. and Chairman of the Board of its subsidiary, Bank of Lincolnwood and Chairman of the Board and Chief Executive Officer of Sunstates Corporation. Except as set forth in Item IX, Mr. Engle has not during the past five years been convicted in a criminal proceeding of any sort (excluding traffic violations and similar misdemeanors), or been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating actions subject to, federal or state securities laws or finding any violation with respect to such laws. IX. (d) (e)Hickory, Telco and Mr. Engle are the subject of a cease and Desist order dated October 7, 1993, issued by the Securities and Exchange Commission (the "Commission") requiring Telco and certain of its affiliates to permanently cease and desist from committing any further violations of Section l6(a) of the Securities Exchange Act of l934 as amended and the rules promulgated thereunder, which requires monthly and other periodic reports of transactions in certain securities. The Commission found some of the reports of such transactions to have been filed delinquently although many of these transactions were between affiliated entities or had been publicly reported in other reports filed with the Commission or had been otherwise publicly announced. ITEM 3 Source and Amount of Funds or Other Consideration. Not Applicable ITEM 4. Purpose of Transaction. The purpose of purchases of securities of Rocky Mountain by Sew Simple 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 other than as set forth in Item 6 below; (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)Sew Simple owns indirectly 799,357 shares of common stock of Rocky Mountain. All securities owned by Sew Simple 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 Sew Simple. (c)In addition to the shares owned by Sew Simple, Mr. Engle is the beneficial owner of 15,000 shares of Rocky Mountain common stock owned by a corporation in which he holds a majority interest. A further 10,000 shares of Rocky Mountain common stock are owned beneficially by members of Mr. Engle's immediate family; Mr. Engle disclaims any beneficial interest in these shares. (d) On December 23, 1996, an Agreed Order of Liquidation was entered in respect of Coronet Insurance Company, ("Coronet") a wholly owned subsidiary of Sunstates, pursuant to which, among other things, beneficial ownership of an aggregate of 69,400 shares of the common stock of Rocky Mountain was transferred from Coronet to the Office of the Special Deputy of the Illinois Department of Insurance for the benefit of the policyholders, creditors and shareholders of Coronet. Sunstates has determined that its beneficial interest in these shares is now remote and therefore it will no longer report a beneficial ownership in these 69,400 shares. ITEM 6. Contracts, Arrangements or Understandings with Respect to Securities of the Issuer. NONE ITEM 7. Materials to be Filed as Exhibits. (a) A joint filing undertaking as required by the Rules is attached. 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: June 30, 1997 SEW SIMPLE SYSTEMS, INC. NORMANDY INSURANCE AGENCY, INC. SUNSTATES CORPORATION INDIANA FINANCIAL INVESTORS, INC. HICKORY FURNITURE COMPANY TELCO CAPITAL CORPORATION RDIS CORPORATION By: /S/ Clyde Wm. Engle Thereunto duly authorized CLYDE WM. ENGLE /S/ CLYDE WM. ENGLE EX-99 2 JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto by the parties named below, hereby execute this agreement as an exhibit to the Schedule 13D dated June 30, 1997 to evidence the agreement to the below-named parties; in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule 13D and subsequent amendments jointly on behalf of each such parties. Dated: June 30, 1997 SEW SIMPLY SYSTEMS, INC. HICKORY FURNITURE COMPANY By: CLYDE WM. ENGLE By: CLYDE WM. ENGLE Clyde Wm. Engle, Director Clyde Wm. Engle, CEO Thereunto duly authorized Thereunto duly authorized NORMANDY INSURANCE AGENCY, INC. TELCO CAPITAL CORPORATION By: CLYDE WM. ENGLE By: CLYDE WM. ENGLE Clyde Wm. Engle Clyde Wm. Engle Vice President Chairman of the Board Thereunto duly authorized Thereunto duly authorized SUNSTATES CORPORATION RDIS CORPORATION By: CLYDE WM. ENGLE By: CLYDE WM. ENGLE Clyde Wm. Engle Clyde Wm. Engle Thereunto duly authorized Thereunto duly authorized INDIANA FINANCIAL INVESTORS, INC. CLYDE WM. ENGLE, INDIVIDUAL By: CLYDE WM. ENGLE CLYDE WM. ENGLE Clyde Wm. Engle, Chairman Thereunto duly authorized -----END PRIVACY-ENHANCED MESSAGE-----