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Exhibit 4.08(d)
FNC HOLDINGS INC.
NOTICE OF REDEMPTION
WITH RESPECT TO 8% CONVERTIBLE SUBORDINATED NOTES DUE 2002
CUSIP NO. 370-064-AL1*
February 26, 1998
To: Holders of 8% Convertible Subordinated Notes
Due 2002 of FNC Holdings Inc. (formerly
General Host Corporation)
Dear Noteholder:
As you may be aware, on February 18, 1998, General Host Corporation
changed its name to FNC Holdings Inc. (the "Company"). Pursuant to Section
4.05 of the Indenture dated as of February 28, 1992 (as supplemented to date,
the "Indenture"; capitalized terms not defined herein are used herein as
therein defined), between the Company and United States Trust Company of New
York, as trustee (the "Trustee"), with respect to the Company's 8% Convertible
Subordinated Notes Due 2002 (the "Convertible Notes"), the Company is hereby
giving notice that, pursuant to Article Four of the Indenture, the Convertible
Notes will be redeemed (the "Redemption") by the Company on March 30, 1998 (the
"Redemption Date"). The Redemption has been approved by the Company's Board of
Directors in accordance with the terms of the Indenture.
Holders of Convertible Notes should note the following:
1. The Redemption Date will be Monday, March 30, 1998.
2. The redemption price will be $1,020.00 for each $1,000 of
principal amount of Convertible Notes redeemed (the "Redemption
Price"), which price includes a 2% redemption premium pursuant to
the Indenture, plus interest accrued thereon to the Redemption Date
(calculated on the basis of a 360-day year of twelve 30-day months,
in accordance with Section 3.10 of the Indenture). The amount of
accrued interest at the Redemption Date will be $10.00 per $1,000.00
of principal amount of Convertible Notes redeemed.
3. On the Redemption Date, the Redemption Price and such accrued
interest will become due and payable upon all Convertible Notes, and
interest thereon will cease to accrue on and after that date (unless
the foregoing amounts are not paid to the paying agent on such
Redemption Date as provided in the Indenture).
4. The Convertible Notes are currently convertible into cash at
the rate of $644.431 per $1,000 principal amount converted. The
right to convert the principal of the Convertible Notes will
terminate on the Redemption Date.
5. Convertible Notes must be surrendered in order to receive
payment of the Redemption Price and accrued interest, or for
conversion, accompanied by appropriate documentation, to Bankers
Trust Company, Corporate Trust & Agency Group, as registrar,
conversion agent and paying agent (the "Agent"), at one of the
following locations:
By Courier or
By Hand: By Mail: Overnight Delivery:
- --------------------------------- --------------------------- ------------------------------
Bankers Trust Company BT Services Tennessee, Inc. BT Services Tennessee, Inc.
Corporate Trust & Agency Group Corporate Trust & Agency Corporate Trust & Agency Group
Securities Payment Unit Group Securities Payment Unit
123 Washington Street - 1st Floor Securities Payment Unit 648 Grassmere Park Road
New York, New York 10006 P.O. Box 292737 Nashville, Tennessee 37211
Nashville, Tennessee
37229-2737
DO NOT SEND NOTES TO THE COMPANY
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If you have any questions regarding the foregoing, please contact the
Agent, Bankers Trust Company, Corporate Trust & Agency Group, at 4 Albany
Street, New York, New York 10006, (800) 735-7777. Copies of the Indenture have
been publicly filed by the Company with the Securities and Exchange Commission
and may be obtained from the Commission or by contacting the Trustee, United
States Trust Company of New York, at 114 West 47th Street, New York, New
York 10036, (212) 852-1663.
Very truly yours,
J. Theodore Everingham
Vice President and Secretary
* The CUSIP number is included solely for the convenience of holders of
Convertible Notes. Neither the Company nor the Trustee is responsible for the
selection or use of the CUSIP number, nor is any representation made as to its
correctness on the Convertible Notes or any redemption notice.