SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
SCHEDULE 13D
Amendment No. 4
CORONET INSURANCE COMPANY
NORMANDY INSURANCE AGENCY, INC.
SUNSTATES CORPORATION
WISCONSIN REAL ESTATE INVESTMENT TRUST
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
3500 West Peterson Avenue
Chicago, Illinois 60659 (312) 539-8283
(Name, address and telephone number of person
authorized to receive notices and communications)
October 18, 1995
(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
CORONET INSURANCE 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
ILLINOIS
7. Sole Voting Power
858,757 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
858,757 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
858,757 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)
28.5%
14. Type of Reporting Person
IC
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
858,757 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
858,757 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
858,757 Common Shares
12. Check Box if the Aggregate Amount in Row (ll) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
28.5%
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
858,757 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
858,757 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
858,757 Common Shares
12. Check Box if the Aggregate Amount in Row (ll) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
28.5%
14. Type of Reporting Person
CO
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WISCONSIN REAL ESTATE INVESTMENT TRUST
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
WISCONSIN
7. Sole Voting Power
858,757 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
858,757 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
858,757 Common Shares
12. Check Box if the Aggregate Amount in Row (ll) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
28.5%
14. Type of Reporting Person
CO--COMMON LAW TRUST
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
858,757 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
858,757 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
858,757 Common Shares
12. Check Box if the Aggregate Amount in Row (ll) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
28.5%
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
858,757 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
858,757 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
858,757 Common Shares
12. Check Box if the Aggregate Amount in Row (ll) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
28.5%
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
858,757 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
858,757 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
858,757 Common Shares
12. Check Box if the Aggregate Amount in Row (ll) excludes
Certain Shares
13. Percent of Class Represented By Amount in Row (11)
28.5%
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
858,757 Common Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
858,757 Common Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
858,757 Common Shares
12. Check Box if the Aggregate Amount in Row (ll) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
28.5%
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 8l30l.
ITEM 4. Purpose of Transaction.
The purpose of purchases of securities of Rocky Mountain by
Coronet 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; (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) Coronet owns directly 858,757 shares of common stock of
Rocky Mountain. All securities owned by Coronet 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 Coronet.
(c) On September 20, 1995, Coronet sold 500,000 common shares
of Rocky Mountain for an aggregate sale of $7,730,000.
(d) On September 25, 1995, certain promissory notes of
Mr. Frank Crail held by Coronet which were previously in
default were paid in full. Upon payment, 337,767 shares
of the common stock of Rocky Mountain representing the
collateral for the notes were returned to Mr. Crail.
(e) On October 18, 1995, Coronet sold 62,500 shares of the
common stock of Rocky Mountain in a fully registered public
offering for an aggregate price of $966,250.
ITEM 7. Materials to be Filed as Exhibits.
(a) A joint filing undertaking as required by the Rules is
attached.*
(b) Note Purchase Agreement between Rocky Mountain Chocolate
Factory, Inc. and Coronet Insurance Company dated November l6, l987.*
(c) Convertible Promissory Notes dated November l6, l987.*
(d) Note Purchase Agreement between Coronet Insurance Company,
James C. Hilton and Mark Lapinski dated as of November l0, l987.*
(e) Promissory Note of Franklin E. Crail dated June l, l985.*
(f) Promissory Note of Franklin E. Crail dated December l,
l985.*
(g) Pledge Agreement between Coronet Insurance Company and
Franklin E. Crail dated November l7, l987.*
(h) Purchase Agreement between Piper Jaffray Inc. and Coronet
Insurance Company dated September 20, 1995.*
(i) Lock Up Agreement between Piper Jaffray Inc. and Coronet
Insurance Company dated September 20, 1995. *
______
* Previously filed.
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: October 28, 1995
CORONET INSURANCE COMPANY
NORMANDY INSURANCE AGENCY, INC.
SUNSTATES CORPORATION
WISCONSIN REAL ESTATE INVESTMENT TRUST
HICKORY FURNITURE COMPANY
TELCO CAPITAL CORPORATION
RDIS CORPORATION
By: /S/ CLYDE WM. ENGLE
Clyde Wm. Engle
Thereunto duly authorized
/S/ CLYDE WM. ENGLE
CLYDE WM. ENGLE
