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As filed with the Securities and Exchange Commission on April 10, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or
Section 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 2)
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
(Name of Subject Company (issuer))
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.-- ISSUER
Names of Filing Persons (identifying status as offeror, issuer or other person)
COMMON STOCK, $0.03 PAR VALUE PER SHARE
(Title of Class of Securities)
774678403
(CUSIP Number of Class of Securities)
FRANKLIN E. CRAIL
CHAIRMAN OF THE BOARD AND PRESIDENT
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
265 TURNER DRIVE
DURANGO, COLORADO 81301
(970) 259-0554
(Name, address, and telephone numbers of person
authorized to receive notices and communications on
behalf of filing persons)
Copy to:
STEVEN K. COCHRAN, ESQ.
THOMPSON & KNIGHT L.L.P.
1700 PACIFIC AVENUE, SUITE 3300
DALLAS, TEXAS 75201
(214) 969-1387
MARCH 21, 2000
(Date Tender Offer First Published, Sent or Given to Security Holders)
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CALCULATION OF FILING FEE*
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<S> <C>
Transaction valuation Amount of filing fee
$2,500,000 $500
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* Filing fee is one-50th of one percent of the aggregate dollar amount of
cash being offered by the Company to purchase 400,000 shares of its common
stock, based on a price of $6.25 per share.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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<S> <C>
Amount previously Paid: $500 Filing Party: Rocky Mountain Chocolate
Factory, Inc.
Form or Registration No.: Schedule TO Date Filed: March 21, 2000
5-38695
</TABLE>
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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INTRODUCTORY STATEMENT
This Amendment No. 2 to Tender Offer Statement on Schedule TO relates to
the tender offer by Rocky Mountain Chocolate Factory, Inc., a Colorado
corporation, to purchase up to 400,000 shares of its common stock, par value
$.03 per share (such shares, together with the associated common stock purchase
rights issued pursuant to the Rights Agreement, dated as of May 18, 1999,
between the Company and American Securities Transfer & Trust, Inc. as Rights
Agent, are hereinafter referred to as the "Shares"), at a price of $6.25 per
share, net to the seller in cash, on the terms and subject to the conditions set
forth in the Offer to Purchase dated March 21, 2000 and the related Letter of
Transmittal.
On April 10, 2000, Rocky Mountain Chocolate Factory, Inc. issued the press
release filed as Exhibit (A)(3) hereto.
Item 4. Terms of the Transaction
Item 4 is hereby amended and supplemented as follows:
The following language in the first sentence of Section 6--Conditions
of the Offer-contained in the Offer to Purchase, as amended on April 4,
2000, is hereby deleted in its entirety: "if, at any time after March 21,
2000 and at prior to the time of payment for such shares, any of the
following shall have occurred:" and replaced with the following language:
"if, at any time before the expiration date, any of the following shall
have occurred:".
Item 12. Exhibits
(A) (3) Press Release, dated April 10, 2000.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.
April 10, 2000 ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
By: /s/ FRANKLIN E. CRAIL
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Franklin E. Crail
Chairman of the Board and President
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT DESCRIPTION
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<S> <C>
(A)(3) Press Release, dated April 10, 2000.
</TABLE>
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EXHIBIT (A)(3)
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. EXTENDS OFFER TO
REPURCHASE UP TO 400,000 SHARES OF ITS COMMON STOCK
DURANGO, COLORADO (April 10, 2000): ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
(NASDAQ/NMS: RMCF) announced today that it is extending its previously announced
tender offer for up to 400,000 shares of its common stock, representing
approximately 16.7% of its currently outstanding shares. Under terms of the
offer, the Company will invite shareholders to tender their shares for $6.25 per
share. The aggregate purchase price, if 400,000 shares are purchased, would be
$2.5 million.
The tender offer was commenced on Tuesday, March 21, 2000, and will now
expire at 12:00 Midnight, New York City time, on May 1, 2000, unless extended by
the Company.
The offer is not contingent on any minimum number of shares being tendered.
If more than 400,000 Shares are tendered prior to the expiration of the tender
offer, the Company will purchase shares on a pro rata basis.
The board of directors of the Company has approved the tender offer.
However, neither the Company nor its board of directors makes any recommendation
to shareholders as to whether to tender or refrain from tendering their Shares.
Shareholders must make their own decision as to whether to tender their shares
and, if so, how many shares to tender. The Company's directors and executive
officers have advised the Company that they will not tender any shares in the
tender offer.
American Securities Transfer & Trust, Inc. is the depositary for the shares
tendered. Questions or requests for assistance may be directed to American
Securities Transfer & Trust, Inc., at (303) 986-5400.
SHAREHOLDERS SHOULD READ CAREFULLY THE OFFER TO PURCHASE AND RELATED
MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING VARIOUS TERMS
AND CONDITIONS TO THE OFFER. SHAREHOLDERS CAN OBTAIN THE OFFER TO PURCHASE AND
RELATED MATERIALS FREE AT THE SEC'S WEBSITE AT WWW.SEC.GOV OR FROM OUR THE
COMPANY AT 265 TURNER DRIVE, DURANGO, COLORADO, TELEPHONE: (970) 259-0554.
SHAREHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY
DECISION WITH RESPECT TO THE OFFER.
For further information, contact Bryan J. Merryman, COO/CFO (970) 259-0554.
