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.
<PAGE>
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
<PAGE>
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
