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PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3)
(To Prospectus Dated May 16, 2000) Registration No. 333-67389
MRS. FIELDS' ORIGINAL COOKIES, INC.
Exchange Offer for
$53,725,000
10c% Senior Notes Due 2004
Guaranteed by
The Mrs. Fields' Brand, Inc.
Great American Cookie Company, Inc.
Pretzelmaker, Inc. and
Pretzel Time, Inc.
This prospectus supplement relates to the public offering by Mrs. Fields'
Original Cookies, Inc. (the "Company") of $53,725,000 aggregate principal amount
of the Company's 10 1/8% Series B Senior Notes due 2004, which are to be
guaranteed pursuant to guarantees by The Mrs. Fields' Brand, Inc., Great
American Cookie Company, Inc., Pretzelmaker, Inc. and Pretzel Time, Inc. The
Series B Senior Notes are to be issued pursuant to an exchange offer in exchange
for a like principal amount of the issued and outstanding 10 1/8% Series A
Senior Notes due 2004 of the Company and 10 1/8% Series C Senior Notes due 2004
of the Company (the "Exchange Offer").
This prospectus supplement should be read in conjunction with the attached
Prospectus of the Company relating to the Exchange Offer, dated May 16, 2000
(the "Prospectus").
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The date of this Prospectus Supplement is June 6, 2000.
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Certain Recent Developments
As described in the Prospectus, on February 9, 2000, an affiliate of our
parent company, Capricorn, entered into an agreement to acquire TCBY
Enterprises, Inc. ("TCBY"), a retail snack food company. This acquisition (the
"TCBY Transaction") was completed on June 1, 2000.
In connection with the TCBY Transaction, on June 1, 2000, Mrs. Fields
entered into a Management Agreement (the "TCBY Management Agreement") with TCBY
Holding Company, Inc., the parent company of TCBY, and TCBY Systems, LLC, a
wholly-owned subsidiary of TCBY, pursuant to which the corporate and
administrative functions of TCBY were transferred to Mrs. Fields. Under the
TCBY Management Agreement, Mrs. Fields has agreed to manage and operate TCBY's
business, and pay specified operating and other costs of TCBY (including
specified costs associated with the transfer of the management function from
Little Rock, Arkansas to Salt Lake City, Utah), in exchange for a management fee
that will be paid by TCBY semi-monthly. In accordance with the terms and
conditions of the TCBY Management Agreement, Mrs. Fields and TCBY will share
cost savings that may be obtained through the joint purchase of ingredients,
supplies and services and Mrs. Fields will be eligible to receive a portion of
the anticipated cost savings in connection with the expected outsourcing of
TCBY's yogurt and ice cream manufacturing requirements. The TCBY Transaction
will also provide the opportunity for Mrs. Fields and its eligible franchisees
to become TCBY franchisees and for eligible TCBY franchisees to become
franchisees of Mrs. Fields or its subsidiaries.
In connection with the TCBY Transaction, Mrs. Fields received a $250,000
acquisition advisory fee for its services rendered in connection with the
acquisition and $50,000 in partial reimbursement of out-of-pocket costs and
expenses incurred by Mrs. Fields in connection with its performance of
acquisition advisory services. Mrs. Fields will also be eligible to receive a
fee of up to $1.5 million from TCBY if TCBY is successful in selling its
existing dairy processing plant for net proceeds sufficient to retire debt
associated with the plant.
The foregoing description of the TCBY Management Agreement is qualified by
reference to a copy of the TCBY Management Agreement, a copy of which has been
filed with the Commission as an exhibit to the Registration Statement relating
to the Exchange Offer.
This prospectus supplement incorporates by reference that are not presented
in or delivered with this prospectus supplement. These documents are available
upon request from Michael Ward, Esq., Mrs. Fields' Original Cookies, Inc., 2855
East Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121, (801) 736-5600.
In order to ensure timely delivery, any request should be made by June 13, 2000.
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