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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 1, 1995
GENERAL HOST CORPORATION
(Exact Name of Registrant as Specified in Charter)
New York State 1-1066 13-0762080
(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File number) Identification No.)
Metro Center, One Station Place, 06904-2045
P.O. Box 10045, Stamford, Connecticut Zip Code
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (203) 357-9900
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On March 1, 1995, the Board of Directors of the Registrant
authorized the Registrant to enter into Amendment No. 1 (the "Amendment") to the
Rights Agreement dated as of March 7, 1990 (the "Rights Agreement") between the
Registrant and Manufacturers Hanover Trust Company ("MHTC"), as Rights Agent.
The Amendment extends the final expiration date of the Common Stock purchase
rights provided for in the Rights Agreement for five years, from March 7, 1995
to March 7, 2000, unless earlier redeemed. The Amendment also (i) provides
that all references in the Rights Agreement to Manufacturers Hanover Trust
Company shall be replaced with references to Chemical Bank, which has succeeded
MHTC as Rights Agent and (ii) modifies the respective addresses to which
notices should be sent to the Registrant and the Rights Agent.
Pursuant to the shareholders rights plan established by the Rights
Agreement, each Common Stock purchase right entitles shareholders to buy one
share of the Registrant's Common Stock at an exercise price of $60 per share.
The rights are only exercisable if someone without prior Board approval
acquires, or commences a tender offer for, 20% or more of the Registrant's
Common Stock, or engages in a merger or other business combination. A key
feature of the rights plan is that if any person without prior Board approval
acquires 20% or more of the Registrant's Common Stock, or engages in a merger
or other business combination, then the rights will entitle a holder (other
than unapproved beneficial owners of 20% or more of the common stock) to buy
stock of the Registrant at 50% of the then market value.
The Common Stock purchase rights were registered under Section 12(b) of
the Securities Exchange Act of 1934 pursuant to a Registration Statement on
Form 8-A filed with the Securities and Exchange Commission on March 28, 1990,
which Registration Statement is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
(4)(a) - Rights Agreement dated as of March 7,
1990 between General Host Corporation and
Manufacturers Hanover Trust Company
(incorporated by reference to Exhibit 1 to the
Registrant's Registration Statement on Form 8-A
(Registration No. 1-1066) filed on March 28,
1990)
(4)(b) - Amendment No. 1 dated as of March 1,
1995 between General Host Corporation and
Chemical Bank
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SIGNATURE
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: James R. Simpson
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Name: James R. Simpson
Title: Vice President and Controller
Dated: March 8, 1995
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EXHIBIT (4)(b)
Amendment No. 1 dated as of March 1, 1995 (this "Amendment") between
General Host Corporation, a New York corporation (the "Company"), and Chemical
Bank, a New York banking corporation, as successor to Manufacturers Hanover
Trust Company, as Right Agent (the "Rights Agent").
W I T N E S S E T H:
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement dated as of March 7, 1990 with respect to the distribution of certain
Rights to purchase shares of Common Stock of the Company (the "Agreement", with
all capitalized terms used but not defined herein having the same meanings
ascribed to such terms therein);
WHEREAS, Section 26 of the Agreement provides that the Company and the
Rights Agent may, except in certain specified instances, amend the Agreement
without the approval of any holders of Rights;
WHEREAS, Rights granted pursuant to the Agreement not exercised by the
close of business on March 7, 1995 (the "Final Expiration Date") expire
pursuant to the terms of the Agreement on such date;
WHEREAS, on March 1, 1995, the Board of Directors of the Company
authorized and directed the officers of the Company to enter into an amendment
to the Agreement to provide for the extension of the Final Expiration Date from
March 7, 1995 to March 7, 2000 and certain other matters;
NOW THEREFORE, in consideration of good and valuable consideration, the
parties hereto agree as follows:
Section 1. Amendment to the Agreement.
(a) AMENDMENT TO NAME AND ORGANIZATIONAL FORM OF RIGHTS AGENT. The
Agreement, including all exhibits thereto, is hereby amended by (i) deleting
all references therein to "Manufacturers Hanover Trust Company" and inserting
in lieu thereof "Chemical Bank" and (ii) deleting all references therein to the
organizational form of the Rights Agent as a "New York corporation" and
inserting in lieu thereof "a New York banking corporation."
(b) AMENDMENT TO SECTION 7(A)(I). Section 7(a)(i) of the Agreement is
hereby amended by deleting the reference therein to "March 7, 1995" and
inserting in lieu thereof "March 7, 2000".
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(c) AMENDMENT TO SECTION 25. Section 25 of the Agreement is hereby
amended by deleting the address of General Host Corporation set forth therein
and inserting in lieu the following address:
"General Host Corporation
6501 East Nevada
Detroit, Michigan 48234
Attention: Corporate Secretary",
and by deleting the address of the Rights Agent set forth therein and inserting
in lieu thereof the following address:
"Chemical Bank
450 West 33rd Street, 15th Floor
New York, New York 10001
Attention: James McNellage,
Assistant Vice President"
(d) AMENDMENT TO FORM OF RIGHTS CERTIFICATE. The form of Rights
Certificate attached to the Agreement as Exhibit A is hereby amended by
deleting all references therein to "March 7, 1995" and inserting in lieu
thereof "March 7, 2000".
Section 2. Miscellaneous.
(a) SEVERABILITY. If any term, provision, covenant or restriction of
this Amendment is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
(b) GOVERNING LAW. This Amendment shall be deemed to be a contract
made under the laws of the State of New York and for all purposes shall be
governed by and construed in accordance with the laws of such state applicable
to contracts made and to be performed entirely within such state.
(c) COUNTERPARTS. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
(d) DESCRIPTIVE HEADINGS. Descriptive headings of the several
Sections of this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the date and year first above written.
Attest: GENERAL HOST CORPORATION
By: Mark A. Grobbel By: James R. Simpson
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Name: Mark A. Grobbel Name: James R. Simpson
Title: Assistant Secretary Title: Vice President &
Controller
(Corp. Seal)
Attest: CHEMICAL BANK
By: James S. McNellage By: Barbara Y. Hall
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Name: James S. McNellage Name: Barbara Y. Hall
Title: Assistant Vice President Title: Vice President
(Corp. Seal)
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