SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5 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.
The Schedule 14D-1 filing on May 10, 1999 was not intended to be a
contemporaneous filing of a Schedule 13D. Accordingly, the Purchaser and the
Parent hereby delete pages 2 and 3 from such filing, which were tables
indicating that Parent and Purchaser did not own any shares of the Company.
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 2, 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
2
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