<PAGE> 1
As filed with the Securities and Exchange Commission on April, 25 1995
Registration No. 33-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENERAL HOST CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 13-0762080
(State of Incorporation) (I.R.S. Employer Identification No.)
One Station Place
Post Office Box 10045
Stamford, Connecticut 06904
(203) 357-9900
(Address including zip code, and telephone number, including
area code, of registrant's principal executive offices)
James R. Simpson William F. Downey
Vice President and Controller Dechert Price & Rhoads
General Host Corporation 477 Madison Avenue
6501 East Nevada New York, NY 10022
Detroit, Michigan 48234 212-326-3500
(313) 564-2300
(Name, addresses and telephone numbers, including area codes,
of agents for service of process)
Approximate date of commencement of proposed sale to the public: From
time to time as other securities are exchanged for Registrant's shares and/or
as certain persons who receive Registrant's shares in such exchanges offer
their shares for sale.
If the only securities being registered on this form are being offered to
dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum Proposed
Aggregate Maximum Amount of
Title of Securities to be Amount to be Price Per Aggregate Registration
Registered Registered Unit(1) Offering Price Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per
share, and Rights attached 2,138,850 Shs. $6.50 $13,902,525 $4,894.00
thereto . . . . . . . . . . . . . (2) (3)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) This Registration Statement also covers such indeterminable number and
kind of securities as issued pursuant to stock splits and combinations,
stock dividends and certain other actions taken by General Host to modify
its capital structure.
(3) Such currently indeterminable number of Rights under the Registrant's
Rights Agreement as may be determined together with the Common Stock being
registered hereby. Until such time as the Rights become exercisable the
Commission's minimum fee for a security ($100) has been used as the Rights
are deemed to have no value until such time as they become exercisable.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 2
PROSPECTUS
GENERAL HOST CORPORATION
2,138,850
Shares of
Common Stock
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
2,138,850 shares of Common Stock, par value $1.00 per share, (the
"Shares") of General Host Corporation (the "Company" or "General Host") are
covered by this Prospectus. The Shares being registered are to be offered for
the account of shareholders, not the Company; none of the proceeds from the
sale of Shares will be received by General Host. The Company's Common Stock
(symbol: "GH") is traded on the New York Stock Exchange.
Pier 1 Imports, Inc. ("Pier 1") acquired 1,940,000 of the Shares from
the Company on April 28, 1993 and subsequently the Company paid two 5% stock
dividends which increased the number of Shares owned by Pier 1 to 2,138,850.
In December, 1994 Pier 1 sold $12,500,000 principal amount of its 8 1/2%
Exchangeable Debentures due December 1, 2000, (the "Exchangeable Debentures").
The Exchangeable Debentures may be exchanged at any time, at the election of
the holders of the Exchangeable Debentures, for General Host common stock at a
current exchange rate of 171.108 shares of General Host Common Stock (subject
to adjustment) per $1,000 principal amount of Exchangeable Debentures, or the
equivalent of approximately $5.844 per share of General Host Common Stock. At
maturity, the Exchangeable Debentures will be paid only by delivery of General
Host Common Stock at the then exchange rate.
The sale of the Exchangeable Debentures by Pier 1 was a private
placement not registered under the Securities Act of 1933 (the "Securities
Act"), for resale only to investors who were "qualified institutional buyers"
within the meaning of Rule 144A under the Securities Act.
This Prospectus covers Shares that may be resold by persons
(collectively "Selling Shareholders") who have acquired them in exchange for
Exchangeable Debentures where such Exchangeable Debentures were purchased in
transactions exempt from the registration requirements of the Securities Act.
The Selling Shareholders may offer the Shares for sale from time to
time in one or more transactions (which may include "block" transactions), on
the New York Stock Exchange, the Pacific Stock Exchange, in negotiated
transactions, or otherwise, or a combination of such methods of sale, at market
prices prevailing at the time of sale, at negotiated prices or at fixed prices
(which may be changed). The Selling Shareholders may effect such transactions
by selling the Shares to or through agents, dealers or underwriters, who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of Shares for
whom they may act as agent. Each Selling Shareholder reserves the sole right
to accept and, from time to time, to reject, in whole or in part, any proposed
purchase of Shares to be made.
<PAGE> 3
To the extent required, the number of Shares to be sold, the names of
the Selling Shareholders thereof, the purchase price and/or public offering
price, the names of any agent, dealer or underwriter, and any applicable
discount or commission with respect thereto, will be set forth in a
supplemental prospectus.
In order to comply with certain states' securities or "blue sky" laws,
if applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless the Shares have been registered or qualified for
sale in such states or an exemption from registration or qualification is
available.
The Registration Statement, of which this Prospectus forms a part, was
filed by the Company pursuant to the Registration Agreement between the Company
and Pier 1. Such agreement provides for the Company to pay certain expenses
and indemnify the Selling Shareholders against certain liabilities under the
Securities Act. See "Selling Shareholders".
On April 19, 1995, the closing price of the Company's Common Stock on
the New York Stock Exchange was $6.25.
___________________________
April __, 1995
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<PAGE> 4
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (such registration
statement, together with all amendments and exhibits thereto, being herein
referred to as the "Registration Statement") under the Securities Act with
respect to the securities offered hereby. This Prospectus does not contain all
of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and the
securities offered hereby, reference is hereby made to such Registration
Statement, including the exhibits filed as part thereof. Statements contained
herein concerning the provisions of any document are not necessarily complete
and, in each instance, reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such
reference. Copies of the Registration Statement (including exhibits thereto)
may be obtained from the Commission upon payment of the fee prescribed by the
Commission or may be examined without charge at the offices of the Commission.
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports and other information with the Commission. The
Registration Statement (with exhibits), as well as such reports, proxy
statements and other information filed by the Company with the Commission can
be inspected and copied at the public reference facilities maintained by the
Commission at 75 Park Plaza, New York 10007 and Northwestern Atrium Center, 500
West Madison Street, Chicago, Illinois 60661. Copies of such material can be
obtained from the Public Reference Section of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., in Washington, D.C. 20549, at prescribed rates.
General Hosts's Common Stock and Rights to Purchase Common Stock are listed on
the New York Stock Exchange and the Pacific Stock Exchange. The Company's 11
1/2% Senior Notes due 2002 and 8% Convertible Subordinated Notes are listed on
the New York Stock Exchange. Copies of such reports, proxy statements and
other information can also be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005, and the Pacific
Stock Exchange, Inc., 301 Pine Street, San Francisco, California 94104.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company (SEC File No. 1-1066)
with the Commission under the Exchange Act are incorporated into this
Prospectus by reference:
(i) Annual Report on Form 10-K for the fiscal year
ended January 29, 1995;
(ii) Current Report on Form 8-K for event dated March 1,
1995; and
(iii) Registration Statement on Form 8-A dated March 23,
1995.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the termination of this offering, shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date of filing
of such documents.
Any statement contained in a document or in information incorporated
by reference herein shall be deemed to be modified or superseded for all
purposes to the extent that a statement contained in this Prospectus or in any
other subsequently filed document which is also incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide a copy of any and all
information that has been incorporated by reference in the Registration
Statement (not including exhibits to the information so incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that the Registration Statement incorporates) upon written or
oral request of any person, without charge to such person, provided that such
request is made to General Counsel, General Host Corporation, 6501 East Nevada,
Detroit, Michigan 48234, telephone (313) 564-2500.
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<PAGE> 5
GENERAL HOST
The Company operates a chain of specialty retail stores devoted to the
sale of lawn and garden products, crafts and Christmas merchandise. As of
January 29, 1995, the Company operated 265 stores in 16 states under the name
Frank's Nursery & Crafts,(TM) including two stores in the Detroit area and one
in Philadelphia under the name Frank's SuperCrafts.(TM) During the Christmas
season the Company also operates temporary stores which are boutiques featuring
Christmas merchandise under the name "Christmas by Frank's." In 1994 there
were 115 such stores.
The Company's executive offices are located at One Station Place,
Stamford, Connecticut. The Company's mailing address is Post Office Box 10045,
Stamford, Connecticut 06904, and its telephone number is (203) 357-9900.
USE OF PROCEEDS
The shares are being offered for the account of the Selling
Shareholders. The Company will not receive any of the proceeds of the
offering.
SELLING SHAREHOLDERS
BACKGROUND
Pier 1 acquired 1,940,000 of the Shares directly from General Host on
April 28, 1993 and subsequently Pier 1 received 198,850 additional Shares as a
consequence of two 5% stock dividends paid by General Host which increased Pier
1's ownership to the total of 2,138,850 Shares covered by this Prospectus.
Pier 1 has informed the Company that the 2,138,850 Shares have been pledged and
deposited with Texas Commerce Bank National Association, as exchange agent, to
secure the exchangeability of the Exchangeable Debentures. The Exchangeable
Debentures may be exchanged at any time, at the election of the holders of the
Exchangeable Debentures, for General Host Common Stock at a current exchange
rate of 171.108 shares of General Host Common Stock (subject to adjustment) per
$1,000 principal amount of Exchangeable Debentures, or the equivalent of
approximately $5.844 per share of General Host Common Stock. At maturity, the
Exchangeable Debentures will be paid only by delivery of General Host Common
Stock at the then exchange rate.
Pier 1 has informed the Company that the Exchangeable Debentures are
not callable by Pier 1 prior to maturity, but are subject to mandatory exchange
for General Host Shares if at any time after December 1, 1997 the closing
market price of General Host Common Stock shall reach a specified level for
twenty (20) consecutive trading days. Except for its agreement to file a
registration statement with respect to the Shares, of which this Prospectus is
a part, General Host has no obligation with respect to the Exchangeable
Debentures. General Host is not responsible for and did not participate in the
determination or calculation of the amount receivable by holders of the
Exchangeable Debentures upon the exchange or maturity thereof. General Host
will not be involved with the administration or trading of the Exchangeable
Debentures and will have no obligation with respect to the amount receivable by
holders of the Exchangeable Debentures on exchange or at maturity.
The 2,138,850 Shares deposited by Pier 1 to secure the exchangeability
of the Exchangeable Debentures constitute approximately 9.7% of the outstanding
General Host Common Stock.
SELLING SHAREHOLDERS
Pier 1 has informed the Company that the sale by Pier 1 of the
Exchangeable Debentures was accomplished through a private sale exempt from the
registration requirements of the Securities Act for re-sale only to "qualified
institutional buyers" under Rule 144A under the Securities Act. If such
holders of Exchangeable Debentures acquired in private transactions submit the
Exchangeable Debentures for exchange into General Host Common Stock, the
exchange will also be a private transaction, exempt from registration, and this
Prospectus will cover the public resale, if any, of the General Host Shares
acquired in such an exchange.
This Prospectus will be supplemented to indicate the names of the
Selling Shareholders, the amount of General Host Common Stock owned by such
Selling Shareholders, the number of Shares to be offered pur-
- 4 -
<PAGE> 6
suant to this Prospectus by such Selling Shareholders and the number of Shares
and percentage of the total outstanding (if 1% or more) to be owned by such
Selling Shareholders assuming completion of the offering hereunder.
REGISTRATION AGREEMENT; EXPENSES; INDEMNIFICATION
Pier 1 acquired the Shares in a private transaction from the Company,
and, as a result, the Shares constitute "restricted securities" under Rule 144
under the Securities Act and are subject to restrictions on resale until April
28, 1996. In order to permit public resales prior to such date, Pier 1 and the
Company have entered into a Registration Agreement requiring the Company to use
its best efforts to cause a registration statement under the Securities Act to
become and remain effective with respect to the Shares of General Host Common
Stock through June 1996.
Under the Registration Agreement, the Company will bear the expenses
of registration other than any underwriting discounts and selling commissions
and expenses of counsel or other advisors to Pier 1 or Selling Shareholders.
Also under the Registration Agreement the Company agrees to indemnify
each Selling Shareholder and any underwriter (and the controlling persons of
each) against certain liabilities under the Securities Act.
PLAN OF DISTRIBUTION
The Selling Shareholders may offer the Shares for sale from time to
time in one or more transactions (which may include "block" transactions), on
the New York Stock Exchange, the Pacific Stock Exchange, in negotiated
transactions, or otherwise, or a combination of such methods of sale, at market
prices prevailing at the time of sale, at negotiated prices, or at fixed prices
(which may be changed). The Selling Shareholders may effect such transactions
by selling the Shares to or through agents, dealers or underwriters, who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of Shares for
whom they may act as agent. Each Selling Shareholder reserves the sole right
to accept and, from time to time, to reject, in whole or in part, any proposed
purchase of Shares to be made.
The shares offered by this prospectus will be Shares that may be
resold by persons who have acquired them in exchange for Exchangeable
Debentures where such Exchangeable Debentures were purchased in transactions
exempt from the registration requirements of the Securities Act.
In order to comply with certain states' securities or "blue sky" laws,
if applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless the Shares have been registered or qualified for
sale in such states or an exemption from registration or qualification is
available.
If any Selling Shareholder notifies General Host that it plans to
distribute Shares using an underwriter or by any other means not described
herein, this Prospectus will be supplemented to give the details of such
distribution. To the extent required, the number of Shares to be sold, the
names of the Selling Shareholders thereof, the purchase price and/or public
offering price, the names of any agent, dealer or underwriter, and any
applicable discount or commission with respect thereto, will be set forth in a
supplemental prospectus.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference to the Company's Annual Report on Form 10-K for the year ended
January 29, 1995, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
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<PAGE> 7
===================================================
_______________________
NO DEALER, SALESMAN OR OTHER PERSON HAS
BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS NOT CONTAINED IN THIS
PROSPECTUS OR THE DOCUMENTS INCORPORATED BY
REFERENCE HEREIN, IN CONNECTION WITH THE OFFERING
CONTAINED HEREIN, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF
THESE SECURITIES IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
FACTS HEREIN SET FORTH SINCE THE DATE HEREOF.
_______________________
===================================================
===================================================
2,138,850
Shares
GENERAL HOST
CORPORATION
Common Stock
_________________________
PROSPECTUS
________________________
April ___, 1995
===================================================
<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
With the exception of underwriting discounts and commissions which are
to be borne by the Selling Shareholders, all expenses of issuance and
distribution of the shares, the SEC Registration Fee, and fees and expenses of
counsel and the accountants for the Registrant are to be paid by the Company.
The estimated expenses in connection with this offering other than underwriting
discounts and commissions, if any are as follows:
<TABLE>
<S> <C>
SEC Registration Fee $ 4,894
Legal Fees and Expenses 40,000
Accounting Fees and Expenses 6,000
Miscellaneous 10,000
-------
Total $60,894
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 721 through 726 of the Business Corporation Law of the State
of New York (the "BCL") permit or require indemnification of directors and
officers by the Registrant under certain circumstances. The directors and
officers of the Registrant are covered by insurance which conforms to the
provisions of Section 726 of the BCL and provides (with certain exceptions and
limitations) indemnification for certain liabilities which they or any of them
may incur in their respective capacities. The premium for this insurance is
paid by the Registrant.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
(4)(c) - (i) Rights Agreement, dated as of March 7, 1990 by and between
the Company and Manufacturers Hanover Trust Company.
(Incorporated by reference to the Company's Registration
Statement on Form 8-A, dated March 23, 1995.)
(ii) Amendment No. 1 to the Rights Agreement dated as of
March 1, 1995 by and between the Company and Chemical
Bank, as successor to Manufacturers Hanover Trust Company.
(Incorporated by reference to the Company's Registration
Statement on Form 8-A dated March 23, 1995.)
(5) - Opinion of Messrs. Dechert Price & Rhoads.
(23)(a) - Consent of Price Waterhouse LLP.
(23)(b) - Consent of Counsel (included in exhibit 5).
</TABLE>
II-1
<PAGE> 9
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C> <C>
(24) - Powers of Attorney.
(a) - Harris J. Ashton Chairman of the Board, President and
Director (Principal Executive Officer
and Principal Financial Officer).
(b) - James R. Simpson Vice President and Controller
(Principal Accounting Officer).
(c) - C. Whitcomb Alden Director.
(d) - Christopher A. Forster Director.
(e) - S. Joseph Fortunato Director.
(f) - Philip B. Harley Director.
(g) - Richard W. Haskel Director.
(h) - (Reserved)
(i) - Charles B. Johnson Director.
(j) - Kelly E. Ashton Sant Albano Director.
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section (10)(a)(3) of
the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; and
(c) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that paragraphs (1)(a) and (1)(b) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the
II-2
<PAGE> 10
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereto.
(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange commission such indemnification is against public policy as expressed
in the Securities Act and is therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the Shares being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or Amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Detroit, State of
Michigan, on this 25th day of April, 1995.
GENERAL HOST CORPORATION
By: /s/ James R. Simpson
------------------------------------
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 25th day of April, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLES
--------- ------
<S> <C>
HARRIS J. ASHTON* Chairman of the Board of Directors, President
- -------------------------------------------- and Chief Executive Officer (Principal
(Harris J. Ashton) Executive Officer and Principal Financial
Officer) and Director
/s/ JAMES R. SIMPSON
- -------------------------------------------- Vice President and Controller (Principal
(James R. Simpson) Accounting Officer)
C. WHITCOMB ALDEN, JR.*
- -------------------------------------------- Director
(C. Whitcomb Alden, Jr.)
CHRISTOPHER A. FORSTER*
- -------------------------------------------- Director
(Christopher A. Forster)
S. JOSEPH FORTUNATO*
- -------------------------------------------- Director
(S. Joseph Fortunato)
PHILIP B. HARLEY*
- -------------------------------------------- Director
(Philip B. Harley)
</TABLE>
II-4
<PAGE> 12
<TABLE>
<CAPTION>
SIGNATURE TITLES
--------- ------
<S> <C>
RICHARD W. HASKEL*
- -------------------------------------------- Director
(Richard W. Haskel)
- -------------------------------------------- Director
(Edward H. Hoornstra)
CHARLES B. JOHNSON*
- -------------------------------------------- Director
(Charles B. Johnson)
KELLY E. ASHTON SANT ALBANO*
- -------------------------------------------- Director
(Kelly E. Ashton Sant Albano)
</TABLE>
*By /s/ James R. Simpson
----------------------------------------
Attorney-in-Fact
II-5
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
(4)(c) - (i) Rights Agreement, dated as of March 7, 1990 by and between
the Company and Manufacturers Hanover Trust Company.
(Incorporated by reference to the Company's Registration
Statement on Form 8-A, dated March 23, 1995.)
(ii) Amendment No. 1 to the Rights Agreement dated as of
March 1, 1995 by and between the Company and Chemical
Bank, as successor to Manufacturers Hanover Trust Company.
(Incorporated by reference to the Company's Registration
Statement on Form 8-A dated March 23, 1995.)
(5) - Opinion of Messrs. Dechert Price & Rhoads.
(23)(a) - Consent of Price Waterhouse LLP.
(23)(b) - Consent of Counsel (included in exhibit 5).
(24) - Powers of Attorney.
(a) - Harris J. Ashton Chairman of the Board, President and
Director (Principal Executive Officer
and Principal Financial Officer).
(b) - James R. Simpson Vice President and Controller
(Principal Accounting Officer).
(c) - C. Whitcomb Alden Director.
(d) - Christopher A. Forster Director.
(e) - S. Joseph Fortunato Director.
(f) - Philip B. Harley Director.
(g) - Richard W. Haskel Director.
(h) - (Reserved)
(i) - Charles B. Johnson Director.
(j) - Kelly E. Ashton Sant Albano Director.
</TABLE>
<PAGE> 1
EXHIBIT 5
[DECHERT PRICE & RHOADS LETTERHEAD]
April 21, 1995
General Host Corporation
One Station Place
P.O. Box 10045
Stamford, CT 06904
General Host Corporation
Registration Statement on Form S-3
Dear Sirs:
We have acted as counsel to General Host Corporation, a New York
corporation (the "Company") in connection with the above-captioned Registration
Statement (the "Registration Statement"). The Registration Statement relates
to the offer by the Selling Shareholders of up to 2,138,850 shares of Common
Stock of the Company, par value $1.00 per share (the "Shares"), together with
attached Rights.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such corporate records and other documents and have
conducted such other investigations of fact and law as we have deemed necessary
or advisable for purposes of this opinion.
We are members of the bar of the State of New York and we do not
express herein any opinion as to any matters governed by any law other than the
law of the State of New York, and the federal law of the United States of
America.
To the extent that the opinions hereinafter expressed relate to actions
and events that are to be performed or may take place in the future, such
opinions are generally qualified in that they are based on facts and conditions
presently prevailing and laws and regulations presently in effect.
Upon the basis of the foregoing, and based upon legal considerations
which we deem relevant, we are of the opinion that the Shares and the Rights
are legally issued and the Shares are fully paid and nonassessable shares of
the capital stock of the Company.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated March 1, 1995, except as to the stock dividend described in Note 1 which
is as of March 17, 1995, appearing on page F-1 of General Host Corporation's
Annual Report on Form 10-K for the year ended January 29, 1995. We also consent
to the references to us under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
April 20, 1995
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each of the undersigned hereby
constitutes and appoints Harris J. Ashton, Robert M. Lovejoy, Jr., James R.
Simpson, and John R. Ficarro and each of them (with full power to each of them
to act alone), his true and lawful attorney-in-fact and agent, for him and on
his behalf and in his name, place and stead, to sign, execute and affix his
name thereto and file any documents that he is required or permitted to sign
relating to the proposed registration under the Securities Act of 1933, as
amended, of Common Stock (and associated Common Stock Purchase Rights) of the
Corporation, including, but not limited to, the appropriate form of
registration statement, any amendment or amendments thereto, including an
amendment or amendments increasing the amount of securities sought to be
registered, with all exhibits and any and all documents and supplementary
information required to be filed with respect thereto with the Securities and
Exchange Commission and any other appropriate authority, granting unto said
attorneys and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes
as he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
The Power of Attorney may be signed in counterparts.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand
this 30th of December, 1994.
Harris J. Ashton
------------------------------- -------------------------------
Harris J. Ashton Philip B. Harley
------------------------------- -------------------------------
James R. Simpson Richard W. Haskel
------------------------------- -------------------------------
C. Whitcomb Alden, Jr. Edward H. Hoornstra
------------------------------- -------------------------------
Christopher A. Forster Charles B. Johnson
------------------------------- -------------------------------
S. Joseph Fortunato Kelly E. Ashton Sant Albano
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each of the undersigned hereby
constitutes and appoints Harris J. Ashton, Robert M. Lovejoy, Jr., James R.
Simpson, and John R. Ficarro and each of them (with full power to each of them
to act alone), his true and lawful attorney-in-fact and agent, for him and on
his behalf and in his name, place and stead, to sign, execute and affix his
name thereto and file any documents that he is required or permitted to sign
relating to the proposed registration under the Securities Act of 1933, as
amended, of Common Stock (and associated Common Stock Purchase Rights) of the
Corporation, including, but not limited to, the appropriate form of
registration statement, any amendment or amendments thereto, including an
amendment or amendments increasing the amount of securities sought to be
registered, with all exhibits and any and all documents and supplementary
information required to be filed with respect thereto with the Securities and
Exchange Commission and any other appropriate authority, granting unto said
attorneys and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes
as he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
The Power of Attorney may be signed in counterparts.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand
this 30th of December, 1994.
------------------------------- -------------------------------
Harris J. Ashton Philip B. Harley
------------------------------- -------------------------------
James R. Simpson Richard W. Haskel
C. Whitcomb Alden, Jr.
------------------------------- -------------------------------
C. Whitcomb Alden, Jr. Edward H. Hoornstra
------------------------------- -------------------------------
Christopher A. Forster Charles B. Johnson
------------------------------- -------------------------------
S. Joseph Fortunato Kelly E. Ashton Sant Albano
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each of the undersigned hereby
constitutes and appoints Harris J. Ashton, Robert M. Lovejoy, Jr., James R.
Simpson, and John R. Ficarro and each of them (with full power to each of them
to act alone), his true and lawful attorney-in-fact and agent, for him and on
his behalf and in his name, place and stead, to sign, execute and affix his
name thereto and file any documents that he is required or permitted to sign
relating to the proposed registration under the Securities Act of 1933, as
amended, of Common Stock (and associated Common Stock Purchase Rights) of the
Corporation, including, but not limited to, the appropriate form of
registration statement, any amendment or amendments thereto, including an
amendment or amendments increasing the amount of securities sought to be
registered, with all exhibits and any and all documents and supplementary
information required to be filed with respect thereto with the Securities and
Exchange Commission and any other appropriate authority, granting unto said
attorneys and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes
as he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
The Power of Attorney may be signed in counterparts.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand
this 30th of December, 1994.
------------------------------- -------------------------------
Harris J. Ashton Philip B. Harley
------------------------------- -------------------------------
James R. Simpson Richard W. Haskel
------------------------------- -------------------------------
C. Whitcomb Alden, Jr. Edward H. Hoornstra
Christopher A. Forster
------------------------------- -------------------------------
Christopher A. Forster Charles B. Johnson
------------------------------- -------------------------------
S. Joseph Fortunato Kelly E. Ashton Sant Albano
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each of the undersigned hereby
constitutes and appoints Harris J. Ashton, Robert M. Lovejoy, Jr., James R.
Simpson, and John R. Ficarro and each of them (with full power to each of them
to act alone), his true and lawful attorney-in-fact and agent, for him and on
his behalf and in his name, place and stead, to sign, execute and affix his
name thereto and file any documents that he is required or permitted to sign
relating to the proposed registration under the Securities Act of 1933, as
amended, of Common Stock (and associated Common Stock Purchase Rights) of the
Corporation, including, but not limited to, the appropriate form of
registration statement, any amendment or amendments thereto, including an
amendment or amendments increasing the amount of securities sought to be
registered, with all exhibits and any and all documents and supplementary
information required to be filed with respect thereto with the Securities and
Exchange Commission and any other appropriate authority, granting unto said
attorneys and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes
as he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
The Power of Attorney may be signed in counterparts.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand
this 30th of December, 1994.
------------------------------- -------------------------------
Harris J. Ashton Philip B. Harley
------------------------------- -------------------------------
James R. Simpson Richard W. Haskel
------------------------------- -------------------------------
C. Whitcomb Alden, Jr. Edward H. Hoornstra
------------------------------- -------------------------------
Christopher A. Forster Charles B. Johnson
S. Joseph Fortunato
------------------------------- -------------------------------
S. Joseph Fortunato Kelly E. Ashton Sant Albano
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each of the undersigned hereby
constitutes and appoints Harris J. Ashton, Robert M. Lovejoy, Jr., James R.
Simpson, and John R. Ficarro and each of them (with full power to each of them
to act alone), his true and lawful attorney-in-fact and agent, for him and on
his behalf and in his name, place and stead, to sign, execute and affix his
name thereto and file any documents that he is required or permitted to sign
relating to the proposed registration under the Securities Act of 1933, as
amended, of Common Stock (and associated Common Stock Purchase Rights) of the
Corporation, including, but not limited to, the appropriate form of
registration statement, any amendment or amendments thereto, including an
amendment or amendments increasing the amount of securities sought to be
registered, with all exhibits and any and all documents and supplementary
information required to be filed with respect thereto with the Securities and
Exchange Commission and any other appropriate authority, granting unto said
attorneys and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes
as he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
The Power of Attorney may be signed in counterparts.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand
this 30th of December, 1994.
Philip B. Harley
------------------------------- -------------------------------
Harris J. Ashton Philip B. Harley
------------------------------- -------------------------------
James R. Simpson Richard W. Haskel
------------------------------- -------------------------------
C. Whitcomb Alden, Jr. Edward H. Hoornstra
------------------------------- -------------------------------
Christopher A. Forster Charles B. Johnson
------------------------------- -------------------------------
S. Joseph Fortunato Kelly E. Ashton Sant Albano
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each of the undersigned hereby
constitutes and appoints Harris J. Ashton, Robert M. Lovejoy, Jr., James R.
Simpson, and John R. Ficarro and each of them (with full power to each of them
to act alone), his true and lawful attorney-in-fact and agent, for him and on
his behalf and in his name, place and stead, to sign, execute and affix his
name thereto and file any documents that he is required or permitted to sign
relating to the proposed registration under the Securities Act of 1933, as
amended, of Common Stock (and associated Common Stock Purchase Rights) of the
Corporation, including, but not limited to, the appropriate form of
registration statement, any amendment or amendments thereto, including an
amendment or amendments increasing the amount of securities sought to be
registered, with all exhibits and any and all documents and supplementary
information required to be filed with respect thereto with the Securities and
Exchange Commission and any other appropriate authority, granting unto said
attorneys and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes
as he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
The Power of Attorney may be signed in counterparts.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand
this 31st of December, 1994.
------------------------------- -------------------------------
Harris J. Ashton Philip B. Harley
Richard W. Haskel
------------------------------- -------------------------------
James R. Simpson Richard W. Haskel
------------------------------- -------------------------------
C. Whitcomb Alden, Jr. Edward H. Hoornstra
------------------------------- -------------------------------
Christopher A. Forster Charles B. Johnson
------------------------------- -------------------------------
S. Joseph Fortunato Kelly E. Ashton Sant Albano
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each of the undersigned hereby
constitutes and appoints Harris J. Ashton, Robert M. Lovejoy, Jr., James R.
Simpson, and John R. Ficarro and each of them (with full power to each of them
to act alone), his true and lawful attorney-in-fact and agent, for him and on
his behalf and in his name, place and stead, to sign, execute and affix his
name thereto and file any documents that he is required or permitted to sign
relating to the proposed registration under the Securities Act of 1933, as
amended, of Common Stock (and associated Common Stock Purchase Rights) of the
Corporation, including, but not limited to, the appropriate form of
registration statement, any amendment or amendments thereto, including an
amendment or amendments increasing the amount of securities sought to be
registered, with all exhibits and any and all documents and supplementary
information required to be filed with respect thereto with the Securities and
Exchange Commission and any other appropriate authority, granting unto said
attorneys and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes
as he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
The Power of Attorney may be signed in counterparts.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand
this 30th of December, 1994.
------------------------------- -------------------------------
Harris J. Ashton Philip B. Harley
------------------------------- -------------------------------
James R. Simpson Richard W. Haskel
------------------------------- -------------------------------
C. Whitcomb Alden, Jr. Edward H. Hoornstra
Charles B. Johnson
------------------------------- -------------------------------
Christopher A. Forster Charles B. Johnson
------------------------------- -------------------------------
S. Joseph Fortunato Kelly E. Ashton Sant Albano
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each of the undersigned hereby
constitutes and appoints Harris J. Ashton, Robert M. Lovejoy, Jr., James R.
Simpson, and John R. Ficarro and each of them (with full power to each of them
to act alone), his true and lawful attorney-in-fact and agent, for him and on
his behalf and in his name, place and stead, to sign, execute and affix his
name thereto and file any documents that he is required or permitted to sign
relating to the proposed registration under the Securities Act of 1933, as
amended, of Common Stock (and associated Common Stock Purchase Rights) of the
Corporation, including, but not limited to, the appropriate form of
registration statement, any amendment or amendments thereto, including an
amendment or amendments increasing the amount of securities sought to be
registered, with all exhibits and any and all documents and supplementary
information required to be filed with respect thereto with the Securities and
Exchange Commission and any other appropriate authority, granting unto said
attorneys and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes
as he himself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
The Power of Attorney may be signed in counterparts.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand
this 31st of December, 1994.
------------------------------- -------------------------------
Harris J. Ashton Philip B. Harley
------------------------------- -------------------------------
James R. Simpson Richard W. Haskel
------------------------------- -------------------------------
C. Whitcomb Alden, Jr. Edward H. Hoornstra
------------------------------- -------------------------------
Christopher A. Forster Charles B. Johnson
Kelly E. Ashton Sant Albano
------------------------------- -------------------------------
S. Joseph Fortunato Kelly E. Ashton Sant Albano
