1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 9, 1994 ------------------------------------------------------------------------- (Date of Report - Date of Earliest Event Reported) General Host Corporation ------------------------------------------------------------------------- New York State ------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-1066 13-0762080 ------------------------ ------------------------- (Commission File Number IRS Employer Identification No.) One Station Place, P.O. Box 10045, Stamford, CT 06904 ------------------------------------------------------------------------- (Address of Principal Executive Office) (203) 357-9900 ------------------------------------------------------------------------- (Registrant's telephone number, including area code) 2 ITEM 2. Acquisition or Disposition of Assets. On September 9, 1994, the Company and its wholly owned subsidiary, SNG Acquisition Company, Inc., executed a Stock Purchase Agreement for the sale of 4.2 million shares of Common Stock of Sunbelt Nursery Group, Inc. ("Sunbelt") to Timothy R. Duoos for $4.2 million. The transaction is subject to amendment of the existing credit facilities between Sunbelt and Pier 1 Imports, Inc. ITEM 7. Financial Statements, Pro Forma Financial Statements and Exhibits. (a) Exhibits 1. Stock Purchase Agreement, effective as of September 9, 1994 by and between General Host Corporation, SNG Acquisition Company, Inc., a wholly owned subsidiary of General Host Corporation and Timothy R. Duoos. Incorporated by reference to the Schedule 13-D relating to Sunbelt Nursery Group, Inc. (Issuer) filed September 19, 1994, by General Host Corporation (Reporting Person), Item 7, Exhibit A. - 2 - 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GENERAL HOST CORPORATION By: /s/ John R. Ficarro -------------------- John R. Ficarro, Vice President and General Counsel Dated: September 20, 1994 - 3 -