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
DECEMBER 24, 1997
- -------------------------------------------------------------------------------
(Date of earliest event reported)
GENERAL HOST CORPORATION
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 1-1066 13-0762080
- -------------------------------------------------------------------------------
(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
Copy to:
6501 East Nevada
Detroit, MI 48234
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(313) 366-8400
- ------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On December 24, 1997, Cyrus Acquisition Corp. ("Cyrus"), a company formed
by The Cypress Group L.L.C. ("Cypress"), acquired 21,981,164 shares of common
stock, par value $1.00 per share ("Common Stock"), of General Host Corporation
(the "Company") for a price of $5.50 per share pursuant to Cyrus' tender offer
for all outstanding Common Stock (the "Common Stock Tender Offer").
Simultaneously with the consummation of the Common Stock Tender Offer, Cyrus
purchased from the Company an additional 4,709,091 shares of Common Stock,
which, together with the Common Stock purchased in the Common Stock Tender
Offer, constituted approximately 91.6% of the outstanding Common Stock. The
Common Stock Tender Offer and share purchase were each effected pursuant to the
Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 22,
1997, between Cyrus and the Company.
On January 7, 1998, the Company and Cyrus completed the merger of Cyrus
with and into the Company (the "Merger") pursuant to the Merger Agreement. In
the Merger, each share of Common Stock outstanding immediately prior to the
Merger (other than shares held by Cyrus, the Company or any subsidiary of the
Company and shares as to which dissenters' rights are properly exercised) was
converted into the right to receive $5.50 per share in cash. As a result of the
Merger, the Company is now privately owned by affiliates of Cypress and related
investors.
ITEM 5. OTHER EVENTS.
Pursuant to the Merger Agreement, the Company conducted a tender offer and
consent solicitation (the "Senior Notes Tender Offer") for its 11-1/2% Senior
Notes Due 2002 (the "Senior Notes") simultaneously with the Common Stock Tender
Offer conducted by Cyrus. On December 24, 1997, the Company purchased
$52,765,000 in aggregate principal amount of the Senior Notes pursuant to the
Senior Notes Tender Offer. In connection with Senior Notes Tender Offer, the
Company and the trustee under the Senior Notes indenture executed a supplemental
indenture, dated as of December 17, 1997 (the "Senior Notes Supplemental
Indenture"), with respect to the Senior Notes. The Senior Notes Supplemental
Indenture, which became effective upon the consummation of the Senior Notes
Tender Offer, eliminated and waived certain provisions of the Senior Notes
indenture as contemplated by the Senior Notes Tender Offer.
In connection with the consummation of the Senior Notes Tender Offer, the
Company and its operating subsidiary Frank's Nursery & Crafts, Inc. ("Frank's")
entered into a $195 million credit facility with a syndicate of lenders led by
The Chase Manhattan Bank and Goldman Sachs Credit Partners L.P. providing up to
$85 million of term loans and a $110 million revolving credit facility to
Frank's. The credit facility is guaranteed by the Company and secured by
substantially all the assets of the Company, Frank's and the Company's other
subsidiaries, excluding real property mortgaged by Frank's to other lenders, and
requires the Company and Frank's, among other things, to maintain certain
minimum financial ratios. Simultaneously with the closing of the credit
facility, the Company and Frank's terminated the $25 million secured revolving
credit facility provided by Comerica Bank and refinanced
2
approximately $10.2 million of loans, including loans made by MetLife Capital
Financial Corporation.
In connection with the Merger, the Company and the trustee under the
indenture with respect to the Company's 8% Convertible Subordinated Notes Due
2002 (the "Convertible Notes") entered into a supplemental indenture, dated
January 7, 1998, with respect to the Convertible Notes providing that, upon and
following the effective time of the Merger, the Convertible Notes would no
longer be convertible into Common Stock or other equity interests of the Company
or its subsidiaries, but would instead be convertible solely into an amount in
cash equal to $644.431 per $1,000 principal amount so converted. The above cash
conversion ratio equals the amount of cash which would have been received by a
holder of Convertible Notes who had converted such Convertible Notes into Common
Stock immediately prior to the Merger at the then-current stock conversion ratio
and then received the cash merger consideration in respect thereof in the
Merger.
Copies of the press releases announcing the consummation of the Common
Stock Tender Offer, the Senior Notes Tender Offer, the Merger and the other
transactions described above, among other things, are attached hereto as
Exhibits 99.1 and 99.2 and are incorporated by reference in this Current Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) EXHIBITS.
4.07(c) Supplemental Indenture, dated as of December 17, 1997,
among the Company, certain guarantors named therein and
Bankers Trust Company, as Trustee.
4.08(c) Supplemental Indenture, dated as of January 7, 1998,
between the Company and United States Trust Company of
New York, as Trustee.
3
99.1 Press Release issued by the Company on December 24,
1997.
99.2 Press Release issued by the Company on January 7, 1998.
4
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
--------------------------------
Name: J. Theodore Everingham
Title: Vice President and
General Counsel
January 8, 1998
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
4.07(c) Supplemental Indenture, dated as of December 17, 1997,
among the Company, certain guarantors named therein and
Bankers Trust Company, as Trustee.
4.08(c) Supplemental Indenture, dated as of January 7, 1998,
between the Company and United States Trust Company of
New York, as Trustee.
99.1 Press Release issued by the Company on
December 24, 1997.
99.2 Press Release issued by the Company on
January 7, 1998.