FOR IMMEDIATE RELEASE
WHITMAN'S CANDIES EXPRESSES DISAPPOINTMENT WITH ROCKY MOUNTAIN
CHOCOLATE FACTORY SEVERANCE PACKAGES; CONSIDERS WITHDRAWAL OF TENDER
OFFER FOR ROCKY MOUNTAIN OR REDUCTION IN OFFER PRICE.
Kansas City, Missouri (May 27, 1999) -- Whitman's Candies, Inc. announced today that it is extremely
disappointed with the actions taken by the Rocky Mountain Chocolate Factory, Inc. (NASDAQ: RMCF) board
of directors in response to Whitman's $5.75 cash tender offer for any and all common stock of Rocky Mountain.
The Whitman's board of directors will meet this weekend to consider withdrawing its tender offer or reducing the
offer price to reflect the loss of value resulting from new severance compensation packages granted by the Rocky
Mountain board to senior management.
The Whitman's announcement came after Rocky Mountain's board responded to the Whitman's tender offer by
approving golden parachute compensation agreements with senior management in the event of a change in control
and by adopting a shareholder rights plan.
"The Rocky Mountain board claims that it wants to enhance the value of the company for the benefit of its
stockholders, but chose to respond to our offer by providing its management excessive compensation packages
in the event we, or anyone else, buy the company," said Thomas S. Ward, Co-President and a director of
Whitman's. "The Rocky Mountain board made the company more expensive by trying to entrench and enrich
management just as the financial condition of the company is deteriorating."
Ward said that Whitman's and its advisers calculated that the aggregate cost of the golden parachutes provided to
the five senior officers was approximately $1.9 million ($.69 per Rocky Mountain share). This cost would have to
be borne by any company that acquired Rocky Mountain and would likely be reflected in the price ultimately
paid to stockholders, according to Ward.
"Our offer at $5.75 was a 73% premium above Rocky Mountain's 30-day average closing price a