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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
(Name of Subject Company)
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.03
(Title of Class of Securities)
774678403
(CUSIP Number of Class of Securities)
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FRANKLIN E. CRAIL
CHAIRMAN OF THE BOARD,
PRESIDENT AND TREASURER
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
265 TURNER DRIVE
DURANGO, COLORADO 81301
(970) 259-0554
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications on Behalf of the
Person(s) Filing Statement)
COPY TO:
STEVEN K. COCHRAN, ESQ.
THOMPSON & KNIGHT, P.C.
1700 PACIFIC AVENUE, SUITE 3300
DALLAS, TEXAS 75201
(214) 969-1387
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") filed with the Securities and
Exchange Commission on May 21, 1999 by Rocky Mountain Chocolate Factory, Inc., a
Colorado corporation (the "Company"), related to the tender offer disclosed in
the Schedule 14D-1, dated May 10, 1999, of WC-RMA Corp., a Delaware corporation
and a wholly owned subsidiary of Whitman's Candies, Inc., a Missouri
corporation, to purchase all of the outstanding Shares of the Company at a price
per share of $5.75. Capitalized terms used but not defined herein have the
meaning ascribed to them in the Schedule 14D-9.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
Item 6 is hereby amended and supplemented by deleting paragraph (a) in its
entirety and adding in its place the following:
(a) To the best of the Company's knowledge, no transactions in Shares have
been effected during the past 60 days by the Company or by any executive
officer, director, affiliate or subsidiary of the Company, except as follows: On
April 30, 1999, Mr. Lee N. Mortenson, a director of the Company, purchased 3,000
Shares in the open market and his wife purchased 1,000 Shares in the open
market.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding the following exhibit:
Exhibit 5 -- Text of Press Release, dated May 24, 1999.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
By: /s/ Franklin E. Crail
Name: Franklin E. Crail
Title: President and Chairman of the Board
Dated: May 24, 1999
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EXHIBIT INDEX
Exhibit 5 -- Text of Press Release, dated May 24, 1999.
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Exhibit 5
May 24, 1999 Press Release
ROCKY MOUNTAIN CHOCOLATE FACTORY BOARD OF DIRECTORS
REJECTS WHITMAN'S CANDIES, INC. OFFER AS INADEQUATE
AND ADOPTS SHAREHOLDER RIGHTS PLAN
DURANGO, CO - MAY 24, 1999 - Rocky Mountain Chocolate Factory [NASDAQ: RMCF]
today announced that its Board of Directors has determined that the unsolicited
cash tender offer by Whitman's Candies, Inc. for all of the outstanding shares
of Rocky Mountain at a price of $5.75 per share is inadequate and not in the
best interests of Rocky Mountain or its shareholders, and therefore recommends
that Rocky Mountain's shareholders reject the tender offer and not tender their
shares to Whitman's.
The Board's recommendation to reject the tender offer results from its
determination that the consideration being offered is inadequate to Rocky
Mountain's shareholders from a financial point of view.
The Board's recommendation is based on the following factors:
o A presentation by George K. Baum & Company ("GKB"), financial advisor
to the Company, concerning the Company and the financial aspects of
the offer, as well as the oral opinion of GKB stating that the offer
is inadequate, from a financial point of view, to the Rocky Mountain
shareholders.
o The historical trading prices of the Company's shares, including the
Board's belief, that the trading price for the shares immediately
prior to the announcement of the offer did not fully reflect the
long-term value inherent in the Company. The offer represents a
discount to Rocky Mountain's historic trading prices and multiples.
o The Board's belief that the market price of the Company's shares has
been adversely affected in the near-term primarily by nonrecurring
events. Specifically, the market price for the Shares was adversely
affected by the Company's announcement in March 1999 that its earnings
per share for the fiscal year ended February 28, 1999 will be
significantly lower than previously anticipated primarily because of
nonrecurring events.
o The fact that the Company is continuing to take steps to improve its
near-term operating efficiency and profitability and is in the process
of evaluating further distribution and marketing programs as part of a
strategic plan to enhance shareholder value. As announced in March
1999, the Company is in the process of implementing a restructuring
program to improve profitability.
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Rocky Mountain also announced that it is filing with the Securities and Exchange
Commission, and will mail to its shareholders, a Solicitation/Recommendation
Statement on Schedule 14D-9 setting forth the Board's formal recommendation to
reject the offer. Additional information with respect to the Board's decision to
recommend that shareholders reject the offer and the matters considered by the
Board in reaching such decision is contained in the Schedule 14D-9.
Rocky Mountain also announced that the Board of Directors has adopted a
shareholder rights plan pursuant to which the Board had declared a dividend
distribution of one Preferred Share Purchase Right on each outstanding share of
Rocky Mountain common stock. The rights plan is designed to assure that all
shareholders receive fair and equal treatment in the event of an attempted
takeover of the company.
Contact:
Rocky Mountain Chocolate Factory, Inc.
Bryan Merryman, 970/259-0554
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