SUNSTATES CORP /DE/
SC 13D/A, 2000-01-07
WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED)
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                 SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C.  20549

             Under the Securities Exchange Act of 1934


                           SCHEDULE 13D
                         Amendment No. 6


                          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)




                                                   Clyde Wm. Engle
                      4433 West Touhy Avenue
              Lincolnwood, Illinois 60712  (847)675-2800
           (Name, address and telephone number of person
         authorized to receive notices and communications)



                          December 27, 1999
      (Date of event which requires filing of this Statement)




<PAGE>







 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

          PF

 5.  Check Box if Disclosure of Legal  Proceedings is Required Pursuant to Items
     2(d) or 2(e) [XX ]

 6.   Citizenship or Place of Organization

          USA

 7.   Sole Voting Power

          344,587 Common Shares

 8.   Shared Voting Power

          N/A

 9.   Sole Dispositive Power

          344,587 Common Shares

 10.  Shared Dispositive Power

          N/A

 11.  Aggregate Amount Beneficially Owned By Each Reporting Person

          344,587 Common Shares

12.  Check Box if the Aggregate Amount in Row (11) excludes Certain Shares [XX]



<PAGE>


 13.  Percent of Class Represented By Amount in Row (11)

          13.26%

 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

     (a)(b)(c) Clyde Wm. Engle, 4433 West Touhy Avenue,  Lincoln-wood,  Illinois
60712, is Chairman of the Board of Directors and Chief Executive Officer of RDIS
Corporation,  Chairman of the Board of Directors,  President and Chief Executive
Officer of Telco  Capital  Corporation,  Chairman of the Board of Directors  and
Chief  Executive  Officer  of  Sunstates  Corporation,  Chairman  of the  Board,
President and Chief Executive  Officer of GSC Enterprises,  Inc. and Chairman of
the Board and President of its subsidiary, Bank of Lincolnwood.

    (d(e)Except as set forth below, 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.

       Mr. Engle is subject of a Cease and Desist  order dated  October 7, 1993,
issued by the Securities and Exchange  Commission (the  "Commission")  requiring
him  and  certain  of his  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.


<PAGE>


               Mr. Engle purchased the subject shares out of personal funds.

 ITEM 4.  Purpose of Transaction.

         The purpose of purchases of securities  of Rocky  Mountain by Mr. Engle
is for investment.

         Mr. Engle intends to review continuously his position in Rocky Mountain
and  may,  depending  upon  his  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  his
position in Rocky Mountain.

          Mr. Engle is not considering any plans or proposals which relate to or
would result in:(a) the  acquisition  by any person of additional  securities of
the issuer, or the disposition of securities of the issuer; (b) an extraordinary
corporate  transaction,  such  as  a  merger,  reorganization,  or  liquidation,
involving Rocky Mountain or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of Rocky Mountain or any of its  subsidiaries;(d)  any
change in Rocky  Mountain's  Board of Directors or management;  (e) any material
change in the present  capitalization or dividend policy of Rocky Mountain;  (f)
any material change in Rocky Mountain's business,  corporate structure,  charter
or by-laws;  (g) any change  which would  impede the  acquisition  of control of
Rocky  Mountain by any person;  (h) any class of  securities  of Rocky  Mountain
being  delisted or ceasing to be  authorized  to be quoted;  (i) Rocky  Mountain
common stock being eligible for termination of registration  under Sec. 12(g)(4)
of the  Securities  Exchange  Act of l934;  or (j) any  action  similar to those
enumerated above.

 ITEM 5.  Interest in Securities of the Issuer.

     (a) Mr.  Engle  owns  directly  215,857  shares  of  common  stock of Rocky
Mountain,  and in addition owns indirectly  128,730 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)  During  the past 60  days,  Mr.  Engle  acquired  shares  of Rocky
Mountain  Chocolate  Factory common stock on the dates and for the consideration
set forth below:



<PAGE>


                  No.of Shares      Price   Date              Transaction
                  100,500      $5.75                 Dec 27   Private purchase
                   10,000           5.4313  Dec 15   Open Mkt purchase
                    5,000           5.5              Dec 16   Open Mkt purchase
                    2,900           5.24             Dec 28   Open Mkt purchase
                    2,000           5.25             Dec 29   Open Mkt purchase
                    1,100           5.25             Dec 31   Open Mkt purchase


ITEM 6. Contracts,  Arrangements or Understandings with Respect to Securities of
     the Issuer.

          NONE

 ITEM 7.  Materials to be Filed as Exhibits.

          (a)   NONE


                              SIGNATURES

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this Statement is true,  complete and
correct.

Dated: January 6, 2000





                              CLYDE WM. ENGLE

                              /S/ CLYDE WM. ENGLE




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