1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
------------------------------------
GENERAL HOST CORPORATION
(Exact name of Registrant as Specified in its Charter)
NEW YORK STATE 13-0762080
(State of Incorporation or Organization) (IRS Employer Identification No.)
METRO CENTER, ONE STATION PLACE, P.O. BOX 10045, STAMFORD, CONNECTICUT 06904
(Address of Principal Executive Offices) Zip Code
------------------------------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE SO REGISTERED
---------------------------------------- ---------------------------------
Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
(Title of Class)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2
SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
A. (i) On February 22, 1990, the Board of Directors of General Host
Corporation (the "Company") declared a dividend distribution of one Right for
each outstanding share (and shares held in treasury) of the Company's Common
Stock $1.00 par value per share (the "Common Stock"), to shareholders of record
at the close of business on March 7, 1990. Such dividend distribution replaces
the rights distributed pursuant to a previous rights agreement (the "Previous
Rights Agreement), which expired as of the close of business on March 7, 1990.
The Rights were scheduled to expire on March 7, 1995, but on March 1, 1995, the
Company's Board of Directors extended the expiration date for five years, to
March 7, 2000.
(ii) Each Right entitles the registered holder, upon the occurrence of
certain events, to purchase from the Company one share of Common Stock at a
Purchase Price of $60 per Share, subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and Chemical Bank, as Rights Agent. Capitalized terms not
defined in this Registration Statement shall have the respective meanings given
in the Rights Agreement.
B. Initially, the Rights will be represented by the Common Stock
certificates and no separate Rights Certificates will be distributed until the
Distribution Date. Until the Distribution Date, (x) the Rights will be evidenced
by the Common Stock certificates and will be transferred only with such Common
Stock certificates, (y) new Common Stock certificates issued after March 7, 1990
will contain a legend incorporating the new Rights Agreement by reference and
(z) the surrender for transfer of any certificate for Common Stock outstanding
will also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. Stock certificates legended pursuant to the
Previous Rights Agreement shall represent Rights granted pursuant to the present
Rights Agreement.
C. Unless a later date is determined by action of the Board of Directors,
the Distribution Date will occur on the close of business on the tenth business
day after the first to occur of
(i) the commencement of a tender offer or exchange offer that would, if
completed, result in a person or group of affiliated or associated persons
beneficially owning 20% or more of such outstanding shares of Common Stock,
(ii) a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 20% or more of the outstanding shares of
Common Stock,
(iii) the consolidation or merger of any entity with or into the
Company where the Company is the surviving corporation, and the Common Stock
remains unchanged,
(iv) the transfer, by the beneficial owner of 20% or more of the
outstanding shares of Common Stock or by a person who would, as a result of such
transaction, become the beneficial owner of 20% or more of the outstanding
shares of Common Stock, of any assets to the Company in exchange for shares of
equity securities of the Company,
(v) the consolidation or merger of any entity with or into the Company
where the Company is the surviving corporation and, in connection with such
consolidation or merger, all or part of the outstanding shares of Common Stock
is changed into or exchanged for securities of any other entity, or cash or
other property,
(vi) the consolidation or merger of the Company with or into another
entity where the Company is not the surviving corporation, or
(vii) the sale of transfer by the Company of assets or earning power
aggregating more than 50% of the assets or earning power of the Company.
D. The Rights are not exercisable until the Distribution Date (unless a
later date is determined by action of the Board of Directors) and will expire at
the close of business on March 7, 2000, unless earlier redeemed by the Company
as described below.
E. As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise provided in
the Rights Agreement or determined by
2
3
the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
F. Unless the transaction is approved in advance by the Board of
Directors, upon the occurrence of any of the events listed as subparagraphs
(ii), (iii) or (iv) in paragraph C above, each holder of a Right (except Rights
voided as set forth in paragraph H below) will thereafter have the right to
receive, upon exercise, Common Stock (or, in certain circumstances, other
securities of the Company or other consideration) at 50% of the then market
price.
G. Unless the transaction is approved in advance by the Board of
Directors, upon the occurrence of any of the events listed as subparagraphs (v),
(vi) or (vii) in paragraph C above, each holder of a Right (except Rights voided
as set forth in paragraph H below) will thereafter have the right to receive,
upon exercise, common stock of the acquiring company at 50% of the then market
price.
H. So long as permitted by applicable law, upon the occurrence of any of
the events set forth in subparagraphs (ii) through (vii) of paragraph C above,
all Rights beneficially owned by any Acquiring Person will be null and void, and
therefore the Acquiring Person and any transferee of the Acquiring Person will
not be able to purchase shares at a 50% discount.
I. The Purchase Price payable, and the number of shares of Common Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Common Stock, (ii) if holders of the Common Stock are granted certain rights or
warrants to subscribe for Common Stock or convertible securities at less than
the current market price of the Common Stock, or (iii) upon the distribution to
holders of the Common Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends).
J. At any time, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors). Immediately upon
the action of the Board of Directors ordering redemption of the Rights, the
Rights will terminate and the only right of the holders of Rights will be to
receive the $.01 redemption price.
K. Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
L. The Board of Directors of the Company may supplement or amend any
provision of the Rights Agreement; provided, however that after the date upon
which the Rights are first exercisable, no supplement or amendment shall be made
which changes the redemption price, the final expiration date of the Rights, the
Purchase Price or the number of shares of Common Stock for which a Right is
exercisable.
M. The Board of Directors of the Company may, at any time, delay the
Distribution Date and/or the date upon which the Rights first become
exercisable.
N. A copy of each of the Rights Agreement and an Amendment thereto is
being filed with the Securities and Exchange Commission as an Exhibit to this
Registration Statement on Form 8-A. A copy of the Rights Agreement is available
free of charge from the Rights Agent. This summary description of the Rights
does not purport to be complete and is qualified in its entirety by reference to
the Rights Agreement, which is incorporated herein by reference.
O. Each share of Common Stock of the Company outstanding and each share
held in treasury at the close of business on March 7, 1990 received one Right.
So long as the Rights are attached to the Common Stock, one additional Right (as
such number may be adjusted pursuant to the provisions of the Rights Agreement)
shall be deemed to be delivered for each share of Common Stock issued by the
Company subsequent to March 7, 1990.
P. The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in a manner which causes the Rights to become discount Rights unless the offer
is approved in advance by the Board of Directors. The Rights, however, should
not affect any prospective offeror willing to make an offer at a fair price and
otherwise in the best interests of the Company and its shareholders as
determined by the Board of Directors, or willing to negotiate with the Board of
Directors. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since
3
4
the Board of Directors may, at its option, redeem all but not less than all the
then outstanding Rights at the Redemption Price.
Q. In addition, certain provisions of the Company's Certificate of
Incorporation (the "Certificate of Incorporation") may have anti-takeover
effects. The Certificate of Incorporation provides, among other things, for a
classified Board of Directors divided into three classes, cumulative voting for
election of directors, and the approval of the holders of at least 80% of the
Company's outstanding stock entitled to vote to authorize certain business
transactions between the Company and any holder of five percent or more of the
Company's outstanding shares of stock.
R. The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A the Form of
Rights Certificate, is attached hereto as Exhibit 1 and is incorporated herein
by reference. Amendment No. 1 to the Rights Agreement dated as of March 1, 1995
is attached hereto as Exhibit 1a and is incorporated herein by reference. The
foregoing description of the Rights does not purport to be complete and is
qualified in its entirety by reference to such Exhibits.
ITEM 2 EXHIBITS.
1, 2 Rights Agreement, dated as of March 7, 1990 between General Host Corporation and
Manufacturers Hanover Trust Company (now Chemical Bank as successor by merger) which
includes as Exhibit A thereto the Form of Rights Certificate. Pursuant to the Rights
Agreement, Rights Certificates will not be mailed until after the Distribution Date (as
that term is defined in the Rights Agreement).
1a Amendment No. 1 to the Rights Agreement dated as of March 1, 1995.
4
5
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: March 23, 1995
GENERAL HOST CORPORATION
By: /s/ James R. Simpson
5