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As filed with the Securities and Exchange Commission on March 21, 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
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*
Transaction valuation Amount of filing fee
$2,500,000 $500
* 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.
[ ] 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.
[ ] 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 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. Copies of the Offer to
Purchase, the related Letter of Transmittal and certain other relevant documents
are filed as exhibits hereto.
Item 1. Summary Term Sheet
The information set forth in "Summary" of the Offer to Purchase is
incorporated herein by reference.
Item 2. Subject Company Information
(a) The issuer of the securities to which this Schedule TO relates is Rocky
Mountain Chocolate Factory, Inc., a Colorado corporation, and the address of its
principal executive office, and its mailing address, is 265 Turner Drive,
Durango, Colorado 81301.
(b) This Schedule TO relates to the offer by Rocky Mountain Chocolate
Factory, Inc. to purchase up to 400,000 shares, or such lesser number of shares
as are properly tendered, of its common stock, $0.03 par value per share,
2,396,879 of which shares were outstanding as of March 17, 2000.
(c) The information set forth in "Summary" and "Section 7, Price Range of
Shares; Dividends" of the Offer to Purchase is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) The Filing Person for which this schedule TO relates is the Subject
Company. For information regarding the Subject Company, see Item 2(a) above.
Item 4. Terms of the Transaction
(a) The information set forth in "Introductory Statement" and "Section 9,
Source and Amount of Funds," "Section 8, Purpose of the Offer; Certain Effects
of the Offer," "Section 11, Interest of Directors and Officers; Transactions and
Arrangements Concerning Shares" and "Section 12, Effects of the Offer on the
Market for Shares; Registration under the Exchange Act" of the Offer to Purchase
is incorporated herein by reference.
(b) Securities will not be purchased from any officer, director or
affiliate of the Subject Company.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Not applicable.
(b) Not applicable.
Item 6. Purposes of the Transaction and Plans and Proposals.
(a)-(c) The information set forth in "Introductory Statement" and "Section
9, Source and Amount of Funds," "Section 8, Purpose of the Offer; Certain
Effects of the Offer," and "Section 11, Interest of Directors and Officers;
Transactions and Arrangements Concerning Shares" of the Offer to Purchase is
incorporated herein by reference.
Item 7. Source and amount of Funds or Other Consideration.
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(a) The information set forth in "Section 9, Source and Amount of Funds" of
the Offer to Purchase is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
Item 8. Interest in Securities of the Subject Company.
(a) Not applicable.
(b) Not applicable.
Item 9. Persons/Assets, Retained, Employed, Compensated, or Used.
The information set forth in "Introductory Statement" and "Section 16,
Solicitation Fees and Expenses" of the Offer to Purchase is incorporated herein
by reference.
Item 10. Financial Statements.
(a)-(b) Not applicable.
Item 11. Additional Information.
(a) Not applicable.
(b) Not applicable.
Item 12. Exhibits.
(a) (1) Form of Offer to Purchase, dated March 21, 2000 and form of
Letter of Transmittal, including the Certification of Taxpayer
Identification Number on Form W-9 and Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9.
(2) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees; form of Letter to Clients for Use by
Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees, including the Instruction Form; form of Letter to
Stockholders of the Company, dated March 21, 2000, from Franklin
E. Crail, Chairman of the Board and President of the Company; form
of Memorandum, dated March 21, 2000, to the Company's employees;
form of Question and Answer Brochure; and text of Press Release
issued by the Company, dated March 21, 2000.
(b) Commitment Letter from Norwest Bank Colorado, N.A. dated March 20,
2000.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
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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.
March 21, 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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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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(1) Form of Offer to Purchase, dated March 21, 2000 and form of
Letter of Transmittal, including the Certification of Taxpayer
Identification Number on Form W-9 and Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9.
(2) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees; form of Letter to Clients for Use
by Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees, including the Instruction Form; form of Letter to
Stockholders of the Company, dated March 21, 2000, from Franklin
E. Crail, Chairman of the Board and President of the Company;
form of Memorandum, dated March 21, 2000, to the Company's
employees; form of Question and Answer Brochure; and text of
Press Release issued by the Company, dated March 21, 2000.
(b) Commitment Letter from Norwest Bank Colorado, N.A. dated March 20,
2000.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.