-----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, SR8QN5v6R87Olg7wl1gqfIuSHjffFTvVFtM9lgpc8MMJYu/+vOw5LbRAqPWBWWCI QXj8goPl3/N6ibQrUrp+9A== 0000916002-99-000052.txt : 20020715 0000916002-99-000052.hdr.sgml : 19990610 ACCESSION NUMBER: 0000916002-99-000052 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990609 GROUP MEMBERS: WC RMA CORP GROUP MEMBERS: WHITMAN'S CANDIES, INC. 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 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38695 FILM NUMBER: 99642838 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: WC RMA CORP CENTRAL INDEX KEY: 0001085943 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 431849507 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1000 WALNUT ST STREET 2: STE 900 CITY: KANSAS CITY STATE: MO ZIP: 64106 BUSINESS PHONE: 8168429240 SC 14D1/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- AMENDMENT NO. 6 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d) (1) OF THE SECURITIES EXCHANGE ACT OF 1934 ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. (Name of Subject Company) WHITMAN'S CANDIES, INC. WC-RMA CORP. (Bidders) COMMON STOCK, PAR VALUE $.03 PER SHARE (Title of Class of Securities) 774678403 (CUSIP Number of Class of Securities) -------------------------- MR. THOMAS S. WARD CO-PRESIDENT WHITMAN'S CANDIES, INC. 1000 WALNUT STREET SUITE 900 KANSAS CITY, MISSOURI 64106 TELEPHONE: (816) 842-9240 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) with a copy to: DAVID W. PRESTON, ESQ. LATHROP & GAGE L.C. 2345 GRAND BOULEVARD SUITE 2300 KANSAS CITY, MISSOURI 64108 TELEPHONE: (816) 292-2000 WC-RMA Corp., a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Whitman's Candies, Inc., a Missouri corporation ("Parent"), and Parent hereby amend and supplement their Tender Offer Statement on Schedule 14D-1, as amended (the "Schedule 14D-1") filed with the Securities and Exchange Commission on May 10, 1999 relating to the Offer by Purchaser to purchase all Shares of Rocky Mountain Chocolate Factory, Inc., a Colorado corporation (the "Company"). Capitalized terms not defined herein have the meaning ascribed to them in the Schedule 14D-1 or in the Offer to Purchase described therein. ITEM 10. Additional Information. On June 7, 1999, Purchaser terminated and withdrew the Offer. Purchaser has instructed the Depositary to return all tendered Shares to the tendering shareholders. The full text of a press release, dated June 7, 1999, issued by Parent with respect to the termination and withdrawal of the Offer is filed herewith as Exhibit (a)(11) and is incorporated by reference. ITEM 11. Material to be filed as Exhibits. (a)(11) Press Release, dated June 7, 1999, issued by Parent. SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 8, 1999 WHITMAN'S CANDIES, INC. By: /s/ Thomas S. Ward Name: Thomas S. Ward Title: Co-President WC-RMA CORP. By: /s/ Thomas S. Ward Name: Thomas S. Ward Title: Co-President 2 EXHIBIT INDEX EXHIBIT NUMBER (a)(11) Press Release, dated June 7, 1999, issued by Parent. 3 EX-99.(A)(11) 2 FOR IMMEDIATE RELEASE WHITMAN'S CANDIES WITHDRAWS TENDER OFFER FOR ROCKY MOUNTAIN CHOCOLATE FACTORY; CITES EXCESSIVE MANAGEMENT SEVERANCE PACKAGES AND DISMAL FOURTH QUARTER RESULTS AS PRIMARY REASONS FOR WITHDRAWAL KANSAS CITY, MO. (June 7, 1999) -- Whitman's Candies, Inc. today announced that it has terminated and withdrawn its $5.75 cash tender offer for any and all common stock of Rocky Mountain Chocolate Factory, Inc. (NASDAQ: RMCF). Whitman's cited the excessive management severance packages granted by the Rocky Mountain board to its senior management and Rocky Mountain's unexpectedly poor operating results in its 1999 fiscal year fourth quarter as the reasons for Whitman's decision. "The defensive actions were really unfortunate because we believe we offered a fair price, even a generous price, for the Rocky Mountain stock," said Thomas S. Ward, Co- President of Whitman's. "It was a 73% premium over the 30-day average closing price at the time of the offer and, based on their June 1 annual report, was 36 times their most current year's earnings, which were their highest earnings per share in the past three years. The June 1 report also shows that they lost $770,000, or $.29 per share, in the fourth quarter of last year." In response to the Whitman's offer, the Rocky Mountain board entered into golden parachute severance agreements with five members of senior management and adopted a shareholders rights plan. Whitman's announced on May 27 that its board was considering whether to withdraw the offer or lower the offer price to reflect the increased costs associated with the defensive actions -- particularly the golden parachutes, which the Whitman's board said were excessive given the financial performance of the Company. In announcing the withdrawal of the offer, Ward said the cost of challenging the defensive actions through litigation or a proxy contest was not cost-effective given the size of the transaction. He cited the golden parachutes as the primary obstacle to completion of the offer. "We probably could have worked around the poison pill (shareholder rights plan), but the golden parachutes would have cost us an additional $2 million. If we had reduced the offer price to reflect the severance liability, we would have been shifting that money from the shareholders to senior management. We didn't want to do that." Ward said he has developed an admiration for the Rocky Mountain retail concept, particularly after meeting many of the franchisees. "The franchisee system is a good one," he said. "We think we could have enhanced the retail offerings, expanded the number of stores and brought a new level of profitability to the franchisees and the Company. "Rocky Mountain's management is trying to put a positive spin on a pretty unimpressive track record," said Ward. "They appear to be betting on dramatically increased sales in alternate distribution channels outside their franchise retail stores. We think the future of the Company lies in expanding the retail concept," said Ward. Ward said that recent press releases by the Company indicate that the Rocky Mountain board may be trying to sell the Company in an auction process, although he was unaware of the details of the auction or its timing. Because Whitman's continues to see potential in the Company, Ward said Whitman's might continue its attempts to acquire the Company through the auction, although he said he would not speculate on what the offer price would be in such a process. Ward said, however, that any deal between Whitman's and Rocky Mountain would have to be without the excessive management severance agreements and the shareholders rights plan. Whitman's offer would have expired on June 16, 1999. Ward said he had directed Whitman's depositary, The Harris Trust Company of New York, to return to the tendering shareholders all shares that were tendered pursuant to the offer. Contact: Richard S. Masinton Whitman's Candies, Inc. 1000 Walnut, Suite 900 Kansas City, Missouri 64106 (816) 842-9240: phone (816) 842-0156: fax dick.masinton@rstover.com David R.Casper Nesbitt Burns Securities Inc. 111 West Monroe St. 20th Floor East Chicago, Illinois 60603 (312) 461-3292: phone (312) 461-6327: fax david.casper@nesbittburns.com 2 -----END PRIVACY-ENHANCED MESSAGE-----