SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 22, 1997
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(Date of earliest event reported)
GENERAL HOST CORPORATION
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(Exact name of registrant as specified in its charter)
New York 1-1066 13-0762080
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
General Host Corporation
One Station Place, P.O. Box 10045
Stamford, CT 06904
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(Address of principal executive offices)(Zip Code)
(203) 357-9900
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On November 24, 1997, General Host Corporation (the "Company")
announced that it has entered into an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of November 22, 1997, with Cyrus Acquisition Corp., a New
York corporation ("Purchaser") formed by The Cypress Group L.L.C.("Cypress"),
pursuant to which, among other things, Purchaser will commence a tender offer
(the "Offer") to purchase all of the outstanding shares of common stock, $1.00
par value per share (the "Shares"), of the Company for $5.50 per Share in cash.
Following the Offer, Purchaser will be merged (the "Merger") with and into the
Company and each Share not purchased in the Offer (other than Shares held by
Purchaser, the Company or dissenting shareholders) will be converted into the
right to receive $5.50 per Share in cash, or such higher amount as paid in the
Offer. Each of the Offer and the Merger are subject to certain conditions which
are set forth in the Merger Agreement attached hereto as Exhibit 2.
The Offer will initially be open for 20 business days and is subject
to the extension in the sole discretion of Purchaser, provided that Purchaser
shall not extend the Offer for more than an aggregate of an additional 20
business days when all of the conditions to the Offer are satisfied. The
anticipated closing of the Offer is December 23, 1997. The closing of the
Merger will occur as soon as practicable following the consummation of the
Offer.
In connection with the negotiations relating to the Merger Agreement,
the Company provided Cypress certain preliminary sales and earnings results for
the third-quarter ended November 2, 1997 including: preliminary sales of
$82,481,000; preliminary pre-tax loss of $17,800,000, and preliminary net loss
per Share of $.73. The Company cautions that the above disclosed results are
preliminary in nature and that actual third-quarter sales and earnings results,
due to be completed and released in mid-December 1997, may differ.
In connection with the transactions contemplated by the Merger
Agreement, Mr. Harris J. Ashton, Chairman, Chief Executive Officer and President
of the Company, entered into an agreement with Purchaser (the "Support
Agreement"), pursuant to which he has agreed, as long as the Merger Agreement
has not been terminated, to tender his Shares in the Offer and, so long as the
Offer is outstanding, to vote all his Shares to approve the Merger and against
any competing proposal. A copy of the Support Agreement is attached hereto as
Exhibit 99.1. The Shares cur-
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rently subject to the Support Agreement represent approximately 6.3% of the
Company's outstanding Shares.
The Merger Agreement requires that contemporaneously with the Offer
the Company commence, and the Company has commenced, a tender offer and consent
solicitation for at least a majority in principal amount of the Company's
outstanding 11-1/2% Senior Notes due 2002 (the "Senior Notes"). The tender
offer for the Senior Notes is subject to certain conditions which are set forth
in the Offer to Purchase and Consent Solicitation Statement mailed to holders of
the Senior Notes on November 25, 1997 and which are summarized in the Merger
Agreement attached hereto as Exhibit 2.
In connection with the foregoing the Company and Cypress issued a
press release on November 24, 1997, a copy of which is attached hereto as
Exhibit 99.2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
2 Agreement and Plan of Merger, dated as of November 22, 1997,
between Cyrus Acquisition Corp. and General Host
Corporation.
99.1 Support Agreement, dated as of November 22, 1997, between
Cyrus Acquisition Corp. and Harris J. Ashton.
99.2 Press Release issued by the Company and Cypress on November
24, 1997.
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SIGNATURES
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/ J. Theodore Everingham
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Name: J. Theodore Everingham
Title: Vice President and
General Counsel
November 25, 1997
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EXHIBIT INDEX
Exhibit No. Exhibit
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2 Agreement and Plan of Merger, dated as of November 22, 1997,
between Cyrus Acquisition Corp. and General Host
Corporation.
99.1 Support Agreement, dated as of November 22, 1997, between
Cyrus Acquisition Corp. and Harris J. Ashton.
99.2 Press Release issued by the Company and Cypress on November
24, 1997.
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