SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
SCHEDULE 13D
Amendment No. 5
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 (847) 565-9246
(Name, address and telephone number of person authorized to receive notices
and communications)
May 28, 1998
(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
0 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
0 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
0 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)
0 %
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
0 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
0 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
0 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)
0%
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
0 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
0 Common Shares
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned By Each Reporting Person
0 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)
0%
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
0 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
0 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
0 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)
0%
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
0 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
0 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
0 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)
0%
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
0 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
0 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
0 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)
0%
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
0 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
0 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
0 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)
0%
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
220,094 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
220,094 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
220,094 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)
8.49%
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 PO Box 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, PO Box 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 machinery.
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
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.
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. 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).
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. 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. 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 Co mmission 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.
Mr. Engle purchased the subject shares out of personal finds.
ITEM 4. Purpose of Transaction.
The purpose of purchases of securities of Rocky Mountain by Mr. Engle
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 capit alization 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) Mr. Engle owns directly 94,357 shares of common stock of
Rocky Mountain, and in addition owns indirectly 127,730 shares through an
affiliated company.
(b) In addition to the shares owned by Mr. Engle, 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.
(c) On May 15 and May 28, 1998, the secured lender to Coronet Insurance
Company, in liquidation, a wholly owned subsidiary of Sunstates Corporation sold
an aggregate of 799,357 shares of Rocky Mountain pursuant to Section 904 of the
Illinois Uniform Commercial Code. On May 15, 1998, Mr. Engle directly and
through an affiliate, purchased an aggregate of 194,357 of these shares at a
purchase price of $5.15 per share. On May 28, 1998, Mr. Engle, through an
affiliate, purchased 10,730 of such shares at a purchase price of $5.15 per
share.
On May 15, 1998, an affiliate of Mr. Engle sold 4,100 shares of Rocky Mountain
in an open market transaction for $5.622 per share.
ITEM 6. Contracts, Arrangements or Understandings with Respect to
Securities of the Issuer.
NONE
ITEM 7. Materials to be filed as Exhibits.
(a) NONE
<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 11, 1998
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
