SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4 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)
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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
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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 May 24, 1999, Parent and Purchaser were notified that they had been
granted early termination of the waiting period applicable to the Offer under
the Hart-Scott-Rodino Antitrust Improvement Act of 1976. Accordingly, the
condition to the Offer relating to Hart-Scott-Rodino has been satisfied.
On May 27, 1999, Parent announced that its board of directors would be
meeting the coming weekend to consider withdrawing the Offer or reducing the
Offer Price from $5.75. The full text of a press release, dated May 27, 1999,
issued by Parent is filed herewith as Exhibit (a)(10) and is incorporated by
reference.
ITEM 11. Material to be filed as Exhibits.
(a)(10) Press Release, dated May 27, 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: May 28, 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
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EXHIBIT INDEX
EXHIBIT
NUMBER
(a)(10) Press Release, dated May 27, 1999, issued by Parent.
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PRESS RELEASE
FOR IMMEDIATE RELEASE
WHITMAN'S CANDIES EXPRESSES DISAPPOINTMENT WITH ROCKY MOUNTAIN CHOCOLATE FACTORY
SEVERANCE PACKAGES; CONSIDERS WITHDRAWAL OF TENDER OFFER FOR ROCKY MOUNTAIN OR
REDUCTION IN OFFER PRICE.
Kansas City, Missouri (May 27, 1999) -- Whitman's Candies, Inc.
announced today that it is extremely disappointed with the actions taken by the
Rocky Mountain Chocolate Factory, Inc. (NASDAQ: RMCF) board of directors in
response to Whitman's $5.75 cash tender offer for any and all common stock of
Rocky Mountain. The Whitman's board of directors will meet this weekend to
consider withdrawing its tender offer or reducing the offer price to reflect the
loss of value resulting from new severance compensation packages granted by the
Rocky Mountain board to senior management.
The Whitman's announcement came after Rocky Mountain's board responded
to the Whitman's tender offer by approving golden parachute compensation
agreements with senior management in the event of a change in control and by
adopting a shareholder rights plan.
"The Rocky Mountain board claims that it wants to enhance the value of
the company for the benefit of its stockholders, but chose to respond to our
offer by providing its management excessive compensation packages in the event
we, or anyone else, buy the company," said Thomas S. Ward, Co-President and a
director of Whitman's. "The Rocky Mountain board made the company more expensive
by trying to entrench and enrich management just as the financial condition of
the company is deteriorating."
Ward said that Whitman's and its advisers calculated that the aggregate
cost of the golden parachutes provided to the five senior officers was
approximately $1.9 million ($.69 per Rocky Mountain share). This cost would have
to be borne by any company that acquired Rocky Mountain and would likely be
reflected in the price ultimately paid to stockholders, according to Ward.
"Our offer at $5.75 was a 73% premium above Rocky Mountain's 30-day
average closing price at the time of the tender offer," stated Ward. "Because of
the Rocky Mountain board action and the costs we would have to incur to pay
management their compensation packages, we will have to evaluate whether we
remain willing to pay $5.75 per share."
Therefore, according to Ward, the Whitman's board will consider this
weekend all of its options, including whether to withdraw the offer or reduce
the offer price.
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Whitman's offer, contained in an Offer to Purchase dated May 10, 1999,
and related letter of transmittal from its wholly-owned subsidiary, WC-RMA
Corp., is conditioned upon Rocky Mountain's not taking any defensive actions
such as the shareholder rights plan or the management compensation agreements.
Whitman's, however, has the right under the Offer to Purchase to waive the
condition.
Whitman's offer will expire at 5 p.m. EDT on Wednesday, June 16, 1999,
unless extended or earlier withdrawn.
This press release is neither an offer to purchase nor a solicitation
of an offer to sell any shares of Rocky Mountain. The offer is made solely by
the Offer to Purchase dated May 10, 1999 and related letter of transmittal.
Contact: Richard S. Masinton
Whitman's Candies, Inc.
1000 Walnut, Suite 900
Kansas City, Missouri 64106
(816) 842-9240: phone
(816) 842-0156: fax
[email protected]
David Casper
Nesbitt Burns Securities Inc.
111 West Monroe St.
20th Floor East
Chicago, Illinois 60603
(312) 461-3292: phone
(312) 461-6327: fax
[email protected]
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