SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
AMENDMENT NO. 6 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 June 7, 1999, Purchaser terminated and withdrew the Offer. Purchaser
has instructed the Depositary to return all tendered Shares to the tendering
shareholders. The full text of a press release, dated June 7, 1999, issued by
Parent with respect to the termination and withdrawal of the Offer is filed
herewith as Exhibit (a)(11) and is incorporated by reference.
ITEM 11. Material to be filed as Exhibits.
(a)(11) Press Release, dated June 7, 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: June 8, 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)(11) Press Release, dated June 7, 1999, issued by Parent.
3
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FOR IMMEDIATE RELEASE
WHITMAN'S CANDIES WITHDRAWS TENDER OFFER FOR ROCKY MOUNTAIN CHOCOLATE FACTORY;
CITES EXCESSIVE MANAGEMENT SEVERANCE PACKAGES AND DISMAL FOURTH QUARTER RESULTS
AS PRIMARY REASONS FOR WITHDRAWAL
KANSAS CITY, MO. (June 7, 1999) -- Whitman's Candies, Inc. today
announced that it has terminated and withdrawn its $5.75 cash tender offer for
any and all common stock of Rocky Mountain Chocolate Factory, Inc.
(NASDAQ: RMCF). Whitman's cited the excessive management severance packages
granted by the Rocky Mountain board to its senior management and Rocky
Mountain's unexpectedly poor operating results in its 1999 fiscal year fourth
quarter as the reasons for Whitman's decision.
"The defensive actions were really unfortunate because we believe we
offered a fair price, even a generous price, for the Rocky Mountain stock," said
Thomas S. Ward, Co- President of Whitman's. "It was a 73% premium over the
30-day average closing price at the time of the offer and, based on their June 1
annual report, was 36 times their most current year's earnings, which were their
highest earnings per share in the past three years. The June 1 report also shows
that they lost $770,000, or $.29 per share, in the fourth quarter of last year."
In response to the Whitman's offer, the Rocky Mountain board entered
into golden parachute severance agreements with five members of senior
management and adopted a shareholders rights plan. Whitman's announced on May 27
that its board was considering whether to withdraw the offer or lower the offer
price to reflect the increased costs associated with the defensive actions --
particularly the golden parachutes, which the Whitman's board said were
excessive given the financial performance of the Company.
In announcing the withdrawal of the offer, Ward said the cost of
challenging the defensive actions through litigation or a proxy contest was not
cost-effective given the size of the transaction. He cited the golden parachutes
as the primary obstacle to completion of the offer.
"We probably could have worked around the poison pill (shareholder
rights plan), but the golden parachutes would have cost us an additional $2
million. If we had reduced the offer price to reflect the severance liability,
we would have been shifting that money from the shareholders to senior
management. We didn't want to do that."
Ward said he has developed an admiration for the Rocky Mountain retail
concept, particularly after meeting many of the franchisees. "The franchisee
system is a good one," he said. "We think we could have enhanced the retail
offerings, expanded the number of stores and brought a new level of
profitability to the franchisees and the Company.
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"Rocky Mountain's management is trying to put a positive spin on a
pretty unimpressive track record," said Ward. "They appear to be betting on
dramatically increased sales in alternate distribution channels outside their
franchise retail stores. We think the future of the Company lies in expanding
the retail concept," said Ward.
Ward said that recent press releases by the Company indicate that the
Rocky Mountain board may be trying to sell the Company in an auction process,
although he was unaware of the details of the auction or its timing. Because
Whitman's continues to see potential in the Company, Ward said Whitman's might
continue its attempts to acquire the Company through the auction, although he
said he would not speculate on what the offer price would be in such a process.
Ward said, however, that any deal between Whitman's and Rocky Mountain would
have to be without the excessive management severance agreements and the
shareholders rights plan.
Whitman's offer would have expired on June 16, 1999. Ward said he had
directed Whitman's depositary, The Harris Trust Company of New York, to return
to the tendering shareholders all shares that were tendered pursuant to the
offer.
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 R.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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