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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 1, 1995
GENERAL HOST CORPORATION
(Exact Name of Registrant as Specified in Charter)
New York State 1-1066 13-0762080
(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File number) Identification No.)
Metro Center, One Station Place, 06904-2045
P.O. Box 10045, Stamford, Connecticut Zip Code
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (203) 357-9900
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On March 1, 1995, the Board of Directors of the Registrant
authorized the Registrant to enter into Amendment No. 1 (the "Amendment") to the
Rights Agreement dated as of March 7, 1990 (the "Rights Agreement") between the
Registrant and Manufacturers Hanover Trust Company ("MHTC"), as Rights Agent.
The Amendment extends the final expiration date of the Common Stock purchase
rights provided for in the Rights Agreement for five years, from March 7, 1995
to March 7, 2000, unless earlier redeemed. The Amendment also (i) provides
that all references in the Rights Agreement to Manufacturers Hanover Trust
Company shall be replaced with references to Chemical Bank, which has succeeded
MHTC as Rights Agent and (ii) modifies the respective addresses to which
notices should be sent to the Registrant and the Rights Agent.
Pursuant to the shareholders rights plan established by the Rights
Agreement, each Common Stock purchase right entitles shareholders to buy one
share of the Registrant's Common Stock at an exercise price of $60 per share.
The rights are only exercisable if someone without prior Board approval
acquires, or commences a tender offer for, 20% or more of the Registrant's
Common Stock, or engages in a merger or other business combination. A key
feature of the rights plan is that if any person without prior Board approval
acquires 20% or more of the Registrant's Common Stock, or engages in a merger
or other business combination, then the rights will entitle a holder (other
than unapproved beneficial owners of 20% or more of the common stock) to buy
stock of the Registrant at 50% of the then market value.
The Common Stock purchase rights were registered under Section 12(b) of
the Securities Exchange Act of 1934 pursuant to a Registration Statement on
Form 8-A filed with the Securities and Exchange Commission on March 28, 1990,
which Registration Statement is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
(4)(a) - Rights Agreement dated as of March 7,
1990 between General Host Corporation and
Manufacturers Hanover Trust Company
(incorporated by reference to Exhibit 1 to the
Registrant's Registration Statement on Form 8-A
(Registration No. 1-1066) filed on March 28,
1990)
(4)(b) - Amendment No. 1 dated as of March 1,
1995 between General Host Corporation and
Chemical Bank
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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: James R. Simpson
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Name: James R. Simpson
Title: Vice President and Controller
Dated: March 8, 1995