SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
AMENDMENT NO. 1 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)
--------------------------
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
1
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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 (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.
ITEM 11. Material to be Filed as Exhibits.
Item 11 of the Schedule 14D-1 is hereby amended to add the following
exhibit:
(a)(9) Letter Sent by Parent to the Franchisees of the Company, dated
May 10, 1999.
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 10, 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
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER
(a)(9) Letter Sent by Parent to the Franchisees of the Company, dated
May 10, 1999.
3
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[Nesbitt Burns Securities Inc. Logo]
Investment Banking FAX
111 West Monroe, 20E
Chicago, IL 60603
(817) 377-3317 toll-free
The following material is intended for use only by the individual or entity to
which it is specifically addressed below and should not be read by, or delivered
to, any other person.
This material contains privileged or confidential information, the disclosure or
other use of which by other than the intended recipient will result in breach of
certain laws, or the infringement of rights of third parties. If you received
this facsimile in error, please notify us immediately by calling our offices
(collect if necessary) at (312) 461-7219 so that we can make appropriate
arrangements for the return of this facsimile via mail, at our expense.
We thank you in advance for your cooperation and assistance.
To: Name Owner/Operator
Company: Rocky Mountain Chocolate Factory
# of Pages
including cover sheet:
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Date: May 10, 1999
Message: Please deliver to the owner/operator of this Rocky Mountain franchise.
Following is a letter from Tom Ward, Co-President of Whitman's
Candies, Inc. to the franchisees of Rocky Mountain Chocolate Factory
and a press release issued today relating to Whitman's tender offer
to purchase any and all shares of Rocky Mountain Chocolate Factory.
If you do not receive the entire document, please contact (312) 461-7219
<PAGE>
[Whitman's Candies, Inc. Logo]
May 10, 1999
To the Franchisees of Rocky Mountain Chocolate Factory, Inc.:
By now you have probably heard that Whitman's Candies, Inc., an
affiliate of Russell Stover Candies, Inc., through a subsidiary, has today
offered to buy all of the stock of Rocky Mountain Chocolate Factory, Inc. The
deal we have proposed to the shareholders of Rocky Mountain is contained in the
documents we have filed with the SEC and have delivered to the Company. This
letter is addressed to you in your capacity as Rocky Mountain's most important
resource--its franchisees.
Whitman's vision of bringing Rocky Mountain back to an acceptable level
of profitability depends on our strong relationship with a group of
highly-motivated and talented franchisees. Whitman's believes the strength of
Rocky Mountain is its unique retail shop delivery system built around the hard
work and dedication of each individual franchisee throughout the United States
and Canada. Whitman's intends to discontinue the sale of Rocky Mountain products
in distribution systems outside the franchisee and company-owned stores.
Whitman's believes that the key to future sales and profitability is through an
expanded retail shop system and not through alternative distribution systems.
We believe the steps listed below should be implemented as a part of
our retail shop profitability enhancement program:
1. Immediately expand the boxed chocolate offerings to
recognize the wide range of assortments that are currently not offered in Rocky
Mountain shops. Whitman's and Russell Stover are uniquely positioned because of
our manufacturing and packaging experience to provide quality boxed chocolates
assortments with innovative Rocky Mountain packaging.
2. Increase the seasonal offerings at Valentine's Day, Easter,
Secretaries Day and Mother's Day. We have great experience at this, also!
3. Immediately leverage Whitman's manufacturing efficiencies
in order to bring greater value and potential profitability to the entire Rocky
Mountain retail shop system.
4. Immediately leverage the buying power of Whitman's to bring
greater value, potential profitability and product selection to the Rocky
Mountain retail shop system.
________________________________________________________________________________
1000 Walnut Street Suite 700 Kansas City, Missouri 64106-2198
Telephone 816/471-1669
<PAGE>
5. Immediately leverage the distribution power of Whitman's to
bring greater value, potential profitability and improved product freshness to
the Rocky Mountain retail shop system.
We will be in Orlando Wednesday and Thursday of this week during the
Rocky Mountain franchisee's conference to answer any questions you might have
about our company or our plans for the franchise system if we purchase control
of the Company. Please call our suite at the Disney Coronado Springs Resort
(it's under the Whitman's name) and/or come by and see us.
We look forward to our possible association. I believe it will be a
mutually-beneficial relationship. Please don't hesitate to call us if you have
any questions.
Very truly yours,
THOMAS S. WARD
Co-President
<PAGE>
PRESS RELEASE
FOR IMMEDIATE RELEASE
WHITMAN'S CANDIES SUBSIDIARY COMMENCES $5.75 PER SHARE TENDER OFFER FOR ROCKY
MOUNTAIN CHOCOLATE FACTORY, INC.
Kansas City, MO (May 10, 1999). Whitman's Candies, Inc. today announced
that its wholly-owned subsidiary, WC-RMA Corp., has commenced a cash tender
offer for any and all outstanding shares of Rocky Mountain Chocolate Factory,
Inc. (NASDAQ: RMCF) at $5.75 per share. Whitman's, based in Kansas City,
Missouri, is an affiliate of Russell Stover Candies, Inc., the country's largest
producer of boxed chocolates. Whitman's markets and sells a variety of candy and
confectionery products, including the famous "Whitman's Sampler" boxed
chocolates, throughout the world.
WC-RMA Corp.'s offer provides Rocky Mountain's shareholders a 64%
premium over Rocky Mountain's closing price on Friday, May 7, 1999 and a 73.1%
premium over Rocky Mountain's 30- day average closing price. The offer will
expire at 5 p.m. EDT on Wednesday, June 16, 1999, unless extended.
In a recent press release, Rocky Mountain announced that earnings per
share for the fiscal year ended February 28, 1999 will be significantly lower
than previously anticipated. In that press release, Rocky Mountain cited a
number of factors as contributing to its lower earnings, including certain
failures relating to sales to distribution channels outside Rocky Mountain's
system of retail stores, incremental costs associated with the start-up and
closure of a remote packaging facility, production inefficiencies caused by
facility space constraints and the lack of a sufficient seasonal work force,
product overproduction problems and higher than expected third-party shipping
costs.
Richard S. Masinton, Chief Administrative Officer of Whitman's, stated,
"Notwithstanding the problems Rocky Mountain Chocolate Factory has encountered,
we continue to admire the quality of Rocky Mountain's products and are impressed
by their company-owned and franchised stores. Rocky Mountain should take great
pride in their accomplishments to date."
Thomas S. Ward, Co-President of Whitman's, said that one of Whitman's
priorities would be to discontinue the sales of Rocky Mountain products in
distribution channels outside Rocky Mountain's system of retail stores. "The
strength of Rocky Mountain lies in the strength of its franchisees and their
retail stores. We believe that the production, operating and manufacturing
efficiencies that Whitman's can provide, together with the strong brand
awareness and quality
<PAGE>
reputation of Rocky Mountain, will create a strong base of support for the
franchisee network. We would plan to work with the franchisees to continue to
expand sales and build on the Rocky Mountain brand name."
Whitman's said that the offer is conditioned upon, among other things,
the tender to the Company of a majority of Rocky Mountain shares on a
fully-diluted basis, the expiration or termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and Rocky Mountain's
not taking any defensive corporate action in opposition to Whitman's offer.
Nesbitt Burns Securities Inc. is serving as financial advisor to the
Company. D.F. King & Co., Inc. is serving as information agent for the offer.
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
WC-RMA Corp.'s Offer to Purchase dated May 10, 1999 and the 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
david.casper @nesbittburns.com
