SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 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 4. Source and Amount of Funds or Other Consideration.
The following paragraph is added as the third to last paragraph of Section 10
of the Offer to Purchase:
"Parent and Purchaser do not currently have any plans or arrangements to
repay the borrowings under the Irrevocable Letter of Credit, other than
repayment from the working capital of Parent."
ITEM 10. Additional Information.
The information set forth in Item 10(f) of the Schedule 14D-1 is hereby
amended and supplemented by the following information:
The first sentence of Section 2 of the Offer to Purchase is hereby deleted
and replaced with the following sentence:
"Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), the Purchaser will purchase, by accepting for payment, and will pay
for any and all Shares validly tendered prior to the Expiration Date (and not
properly withdrawn in accordance with Section 4) promptly after the Expiration
Date if, prior to the Expiration Date, all the conditions set forth in the
Introduction and Section 14 have been satisfied or waived."
The following sentence is hereby added to the last paragraph of Section 13 of
the Offer to Purchase:
"Only stockholders receiving a dividend or distribution will be required to
remit such dividend or distribution to the Purchaser in order to participate in
the Offer. All stockholders receiving a dividend or distribution will be
required to remit the dividend or distribution to the Purchaser."
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The first paragraph of Section 14 of the Offer to Purchase is hereby amended
to replace the phrase "in the sole judgment of the Purchaser" with the phrase
"in the reasonable judgment of the Purchaser."
Paragraphs (a), (b), (c), (d), (f) and (g) of Section 14 of the Offer to
Purchase are hereby amended to replace the phrase "sole judgment" with the
phrase "reasonable judgment." Paragraph (h) of such Section is hereby amended to
replace the phrase "sole discretion" with the phrase "reasonable discretion."
The first sentence of the first paragraph of Section 16 of the Offer to
Purchase is hereby deleted and replaced with the following sentence:
"The Purchaser has engaged Nesbitt Burns Securities Inc. to act as its
exclusive financial advisor in connection with the proposed acquisition of the
Company and as Dealer Manager with respect to the Offer. The Dealer Manager has
agreed to use its best efforts to obtain tenders of the Shares pursuant to the
Offer and to communicate with brokers, dealers, commercial banks and trust
companies with respect to the Offer."
Section 14(d)(v) of the Offer to Purchase provides that the Offer is
conditioned upon the commencement of a war, armed hostilities or other
international or national calamity directly or indirectly involving the United
States. Because the NATO military campaign against Serbia had commenced prior to
the date of the Offer, the Purchaser hereby waives this condition with respect
to NATO's military campaign against Serbia.
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 26, 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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