-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AnjY03tO+8TlovjLyqzTYfFzK4dQjvPW262LxX8WgXMkXLeEptHejarjhlESliqB 9MjTb/q42IUXMagnvDfaEw== 0001337263-08-000003.txt : 20080213 0001337263-08-000003.hdr.sgml : 20080213 20080213101933 ACCESSION NUMBER: 0001337263-08-000003 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080213 GROUP MEMBERS: DONALD W HODGES GROUP MEMBERS: FIRST DALLAS HOLDINGS GROUP MEMBERS: FIRST DALLAS SECURITIES GROUP MEMBERS: HODGES CAPITAL MANAGEMENT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROCKY MOUNTAIN CHOCOLATE FACTORY INC CENTRAL INDEX KEY: 0000785815 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 840910696 STATE OF INCORPORATION: CO FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-38695 FILM NUMBER: 08601359 BUSINESS ADDRESS: STREET 1: 265 TURNER DR CITY: DURANGO STATE: CO ZIP: 81301 BUSINESS PHONE: 3032590554 MAIL ADDRESS: STREET 1: 265 TURNER DRIVE CITY: DURANGO STATE: CO ZIP: 81301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hodges Capital Management Inc. CENTRAL INDEX KEY: 0001337263 IRS NUMBER: 752278918 STATE OF INCORPORATION: TX FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2905 MAPLE AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-954-1177 MAIL ADDRESS: STREET 1: 2905 MAPLE AVENUE CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 rmcf.txt ROCKY MOUNTAIN CHOC FAC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. Common Stock, $0.03 par value 774678403 December 31, 2007 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: X Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) NOTE:The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. CUSIP No. 774678403 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons. Donald W. Hodges 2. Check the Appropriate Box if a Member of a Group (a) (b) X 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power: -0- 6. Shared Voting Power: 550,830 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 1,004,606 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,004,606 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 15.75% 12. Type of Reporting Person: HC CUSIP No. 774678403 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons. First Dallas Holdings, Inc. -- 75-2278916 2. Check the Appropriate Box if a Member of a Group (a) (b) X 3. SEC Use Only 4. Citizenship or Place of Organization Texas 5. Sole Voting Power: -0- 6. Shared Voting Power: 550,830 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 1,004,606 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,004,606 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 15.75% 12. Type of Reporting Person (See Instructions): HC CUSIP No. 774678403 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons. First Dallas Securities, Inc. -- 75-2278917 2. Check the Appropriate Box if a Member of a Group (a) (b) X 3. SEC Use Only 4. Citizenship or Place of Organization Texas 5. Sole Voting Power: -0- 6. Shared Voting Power: -0- 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 195,730 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 195,730 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 3.0% 12. Type of Reporting Person (See Instructions): BD/IA CUSIP No. 774678403 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons. Hodges Capital Management, Inc. -- 75-2278918 2. Check the Appropriate Box if a Member of a Group (a) (b) X 3. SEC Use Only 4. Citizenship or Place of Organization Texas 5. Sole Voting Power: -0- 6. Shared Voting Power: 550,830 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 808,877 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 808,877 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 12.6% 12. Type of Reporting Person (See Instructions): IA CUSIP No. 774678403 1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons. Hodges Fund -- 06-1347023 2. Check the Appropriate Box if a Member of a Group (a) (b) X 3. SEC Use Only 4. Citizenship or Place of Organization Texas 5. Sole Voting Power: -0- 6. Shared Voting Power: 550,830 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 550,830 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 550,830 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 8.6% 12. Type of Reporting Person (See Instructions): IC Item 1. (a) Name of Issuer: Rocky Mountain Chocolate Factory, Inc. (b) Address of Issuer's Principal Executive Offices: 25 Turner Drive Durango, CO 81303 Item 2. (a) Name of Person Filing: Donald W. Hodges First Dallas Holdings, Inc. First Dallas Securities, Inc. Hodges Capital Management, Inc. Hodges Fund (b) Address of Principal Business Office or, if none, Residence: 2905 Maple Ave. Dallas, Texas 75201 (b) Citizenship: Donald W. Hodges is a citizen of the United States. First Dallas Holdings, Inc. is a Texas corporation. First Dallas Securities, Inc. is a Texas corporation. Hodges Capital Management is a Texas corporation. Hodges Fund is a Massachusetts business trust. (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 774678403 Item 3. If this statement is filed pursuant to SS240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) An investment adviser in accordance with S 240.13d-1(b)(1)(ii)(E). (f) An employee benefit plan or endowment fund in accordance with S 240.13d-1(b)(1)(ii)(F). (g) X A parent holding company or control person in accordance with S 240.13d-1(b)(1)(ii)(G). (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) Group, in accordance with S 240. 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Donald W. Hodges 1,004,606 First Dallas Holdings, Inc. 1,004,606 First Dallas Securities, Inc. 5,730 Hodges Capital Management, Inc. 808,877 Hodges Fund 550,830 (b) Percent of class: Donald W. Hodges 15.75% Dallas Holdings, Inc. 15.75% First Dallas Securities, Inc. 3.0% Hodges Capital Management, Inc. 12.6% Hodges Fund 8.6% The calculation of the percentage of beneficial ownership of the Company's common stock is based upon 6,376,023 shares outstanding on November 30, 2007, as disclosed by the Company in its Quarterly Report on Form 10-Q for the quarter ended November 30, 2007. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: Donald W. Hodges -0- First Dallas Holdings, Inc -0- First Dallas Securities, Inc. -0- Hodges Capital Management, Inc. -0- Hodges Fund -0- (ii) Shared power to vote or to direct the vote: Donald W. Hodges 550,830 First Dallas Holdings, Inc. 550,830 First Dallas Securities, Inc. -0- Hodges Capital Management, Inc. -0- Hodges Fund 550,830 (iii) Sole power to dispose or to direct the disposition of: Donald W. Hodges -0- First Dallas Holdings, Inc. -0- First Dallas Securities, Inc. -0- Hodges Capital Management, Inc. -0- Hodges Fund -0- (iv) Shared power to dispose or to direct the disposition of: Donald W. Hodges 1,004,606 First Dallas Holdings, Inc. 1,004,606 First Dallas Securities, Inc. 195,730 Hodges Capital Management, Inc. 808,877 Hodges Fund 550,830 Instruction. For computations regarding securities which represent a right to acquire an underlying security see S240.13d-3(d)(1). Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Other individuals have the right to receive the dividends from, and the proceeds from the sale of, all reported securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Donald W. Hodges ("Control Person") is the sole owner of First Dallas Holdings, Inc., the parent holding company of First Dallas Securities, Inc., Hodges Capital Management, Inc. and Hodges Fund. All entities and their Item 3 classification are attached hereto as Exhibit A. Item 8. Identification and Classification of Members of the Group Not Applicable. Item 9. Notice of Dissolution of Group Not Applicable. Item 10.Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. Date: December 31, 2007 Name: Donald W. Hodges Title: Chairman Exhibit A List of Subsidiaries 1 First Dallas Securities, Inc. is a broker or dealer registered under section 15 of the Act (15 U.S.C. 78o) and an investment adviser in accordance with S240.13d-1(b)(1)(ii)(E). 2 Hodges Capital Management, Inc. is an investment adviser in accordance with S240.13d-1(b)(1)(ii)(E). 3 Hodges Fund is an investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). -----END PRIVACY-ENHANCED MESSAGE-----