FOR IMMEDIATE RELEASE
WHITMAN'S CANDIES WITHDRAWS TENDER OFFER FOR ROCKY MOUNTAIN CHOCOLATE
FACTORY; CITES EXCESSIVE MANAGEMENT SEVERANCE PACKAGES AND DISMAL FOURTH
QUARTER RESULTS AS PRIMARY REASONS FOR WITHDRAWAL
KANSAS CITY, MO. (June 7, 1999) -- Whitman's Candies, Inc. today announced that it has terminated and
withdrawn its $5.75 cash tender offer for any and all common stock of Rocky Mountain Chocolate Factory, Inc.
(NASDAQ: RMCF). Whitman's cited the excessive management severance packages granted by the Rocky
Mountain board to its senior management and Rocky Mountain's unexpectedly poor operating results in its 1999
fiscal year fourth quarter as the reasons for Whitman's decision.
"The defensive actions were really unfortunate because we believe we offered a fair price, even a generous price,
for the Rocky Mountain stock," said Thomas S. Ward, Co- President of Whitman's. "It was a 73% premium
over the 30-day average closing price at the time of the offer and, based on their June 1 annual report, was 36
times their most current year's earnings, which were their highest earnings per share in the past three years. The
June 1 report also shows that they lost $770,000, or $.29 per share, in the fourth quarter of last year."
In response to the Whitman's offer, the Rocky Mountain board entered into golden parachute severance
agreements with five members of senior management and adopted a shareholders rights plan. Whitman's
announced on May 27 that its board was considering whether to withdraw the offer or lower the offer price to
reflect the increased costs associated with the defensive actions -- particularly the golden parachutes, which the
Whitman's board said were excessive given the financial performance of the Company.
In announcing the withdrawal of the offer, Ward said the cost of challenging the defensive actions through
litigation or a proxy contest was not cost-effective given the size of the transaction. He cited the golden
parachutes as the primary obstacle to completion of