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Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 22, 1997
Fine Host Corporation
(Exact name of Registrant as specified in its charter)
Delaware 06-1156070
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 Greenwich Office Park Greenwich, CT 06831
(Address of principal executive offices) (Zip code)
(203) 629-4320
(Registrant's telephone number including area code)
Not applicable
(Former name and former address, if changed since last report)
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ITEM 5. OTHER EVENTS
The press release dated October 22, 1997, is filed as Exhibit 99.1 to this
Report on Form 8-K, and is hereby incorporated herein by reference in its
entirety.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
c) Exhibits:
99.1 Press Release dated October 22, 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, thereunto duly authorized.
Fine Host Corporation
October 22, 1997 By:_/s/ Nelson A. Barber
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Date Nelson A. Barber
Senior Vice President and Treasurer
(Duly Authorized Officer and Principal Accounting Officer)
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated October 22, 1997
EXHIBIT 99.1
APPROVED BY: Richard Kerley, Chief Executive Officer
Catherine B. James, Chief Financial Officer
(203) 629-4320
CONTACT: Betsy Brod / Karen Kruza
Media Contact: Stan Froelich
Morgen-Walke Associates (212)850-5600
FOR IMMEDIATE RELEASE
FINE HOST CORPORATION ANNOUNCES THE
OFFERING OF $175 MILLION OF CONVERTIBLE SUBORDINATED NOTES
Greenwich, CT, October 22, 1997 - Fine Host Corporation (NASDAQ: FINE)
today announced that it has agreed to issue, through a private placement
pursuant to Rule 144A, $175 million in 5.0% Convertible Subordinated Notes due
2004. The Notes will be unsecured obligations of Fine Host, subordinated to all
present and future senior indebtedness of Fine Host and are convertible into
common stock of the company at a conversion price of $44.50 per share. The
Company has granted the initial purchasers a 30-day option to purchase up to an
additional $25 million aggregate principal amount of Notes on the same terms and
conditions as set forth above, to cover over-allotments, if any. The Notes have
registration rights. The sale of Notes is expected to close on October 27, 1997.
The net proceeds from the sale of the Notes will be used to repay
approximately $50 million in outstanding bank debt, finance additional
acquisitions, and general corporate purposes.
The Notes have not been registered under the Securities Act of 1933, as
amended, or any state securities laws and may not be offered or sold in the
United States or any state thereof absent registration or an applicable
exemption from registration requirements. The Notes were offered in the United
States only to qualified institutional buyers under Rule 144A and certain
institutional accredited investors and outside the United States to certain
persons in reliance upon Regulation S under the Securities Act.
This release contains forward-looking statements pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. These
statements are subject to various risks and uncertainties which are described in
the Company's filings with the Securities and Exchange Commission.
Fine Host Corporation provides food and beverage concession and
catering services to more than 900 facilities, primarily through multi-year
contracts in the following markets: the recreation and leisure market (arenas,
stadiums, amphitheaters, civic centers and other recreational facilities); the
convention center market; the education market (colleges, universities and
elementary and secondary school nutrition programs); the business dining market
(corporate cafeterias, office complexes and manufacturing plants); the health
care market (long-term care facilities and hospitals); and the corrections
market (prisons and jails).
