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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FINAL AMENDMENT
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
STATEMENT ON
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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GENERAL HOST CORPORATION
(Name of Subject Company)
CYRUS ACQUISITION CORP.
(Bidder)
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COMMON STOCK, PAR VALUE $1.00 PER SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
370-064-107
(CUSIP Number of Class of Securities)
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DAVID P. SPALDING
CYRUS ACQUISITION CORP.
C/O THE CYPRESS GROUP L.L.C.
65 EAST 55TH STREET, 19TH FLOOR
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 705-0154
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPIES TO:
ROBERT E. SPATT, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
TELEPHONE: (212) 455-2000
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CUSIP NO. 370-064-107
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<C> <S> <C>
1 NAMES OF REPORTING PERSONS: CYRUS ACQUISITION CORP.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS;
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) OR 2(f) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,692,513
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
91.7%
10 TYPE OF REPORTING PERSON
CO
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This Final Amendment amends and supplements, and constitutes the final
amendment to, the Tender Offer Statement on Schedule 14D-1 and Statement on
Schedule 13D filed on November 25, 1997 (as amended and supplemented, the
"Schedule 14D-1/13D") relating to the offer by Cyrus Acquisition Corp., a New
York corporation ("Purchaser"), to purchase all of the outstanding shares of
Common Stock, par value $1.00 per share (the "Shares"), of General Host
Corporation, a New York corporation (the "Company"), including the associated
common stock purchase rights (the "Rights") issued pursuant to the Rights
Agreement dated as of March 7, 1990 (as amended, the "Rights Agreement") between
the Company and ChaseMellon Shareholder Services, L.L.C., as successor to
Chemical Bank, as rights agent (the "Rights Agent"), at a purchase price of
$5.50 per Share (and associated Rights), net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated November 25, 1997 (the "Offer to Purchase") and in the
related Letter of Transmittal (which, together with the Offer to Purchase,
constitute the "Offer"). Unless otherwise indicated, all capitalized terms used
but not defined herein shall have the meanings assigned thereto in the Offer of
Purchase.
The Schedule 14D-1/13D is hereby amended as follows:
At midnight, New York City time, on Tuesday, December 23, 1997, the Offer
expired. Based on information provided by the Depositary, a total of
approximately 21,983,422 Shares (or approximately 90.0% of the Shares
outstanding) (including approximately 378,033 Shares subject to guarantees of
delivery) were validly tendered and not properly withdrawn pursuant to the
Offer. Purchaser has accepted for payment, and has notified the Depositary to
promptly pay for, all such Shares at the purchase price of $5.50 per Share (and
associated Rights) in cash. In addition, simultaneously with the acceptance for
payment in the Offer, Purchaser purchased an additional 4,709,091 Shares from
the Company at a price of $5.50 per Share in the Equity Contribution, which,
together with the Shares accepted for payment in the Offer, constitutes
approximately 91.7% of the outstanding Shares.
Pursuant to the Merger Agreement, Purchaser intends to merge itself with and
into the Company in accordance with the New York Business Corporation Law as
promptly as practicable. As a result of the Merger, each outstanding Share
(other than Shares held in the treasury of the Company, Shares owned by
Purchaser or any direct or indirect subsidiary of the Company, and Shares owned
by shareholders who, in accordance with the New York Business Corporation Law,
choose to dissent and demend appraisal of their Shares) shall be converted into
the right to receive $5.50 in cash, without interest, less any required
withholding taxes.
The consummation of the Offer was publicly announced in a press release
issued by Purchaser and the Company on December 24, 1997, a copy of which is
filed as Exhibit 11(a)(9) hereto and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following:
(a)(9) Press release issued by Purchaser and the Company on December 24,
1997.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify the
information set forth in this Statement is true, complete and correct.
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CYRUS ACQUISITION CORP.
By: /s/ BAHRAM SHIRAZI
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Name: Bahram Shirazi
Title: Vice President
CYPRESS MERCHANT BANKING PARTNERS L.P.
By: Cypress Associates L.P.,
its General Partner
By: The Cypress Group L.L.C.,
its General Partner
By:/S/ DAVID SPALDING
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Name: David Spalding
Title: Member
CYPRESS OFFSHORE PARTNERS L.P.
By: Cypress Associates L.P.,
its Investment General Partner
By: The Cypress Group L.L.C.,
its General Partner
By:/S/ DAVID SPALDING
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Name: David Spalding
Title: Member
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Date: December 24, 1997
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE NO.
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11(a)(9) Press Release issued by Purchaser and the Company on December 24, 1997................
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FOR IMMEDIATE RELEASE
CONTACT: GENERAL HOST THE CYPRESS GROUP
ROBERT LOVEJOY OWEN BLICKSILVER
313-366-8400 212-303-7603
THE CYPRESS GROUP ACQUIRES IN EXCESS OF 90%
OF GENERAL HOST CORPORATION IN CASH TENDER OFFER;
GENERAL HOST CONSUMMATES NEW BANK FINANCING
AND DEBT TENDER OFFER
STAMFORD, CT, DECEMBER 24, 1997 -- The Cypress Group L.L.C. and General Host
Corporation (NYSE: GH) today announced the acquisition by Cyrus Acquisition
Corp., a company formed by Cypress, of in excess of 90% of the outstanding
common stock of General Host Corporation pursuant to Cyrus' $5.50 per share cash
tender offer. In addition, General Host announced the completion of its tender
offer and consent solicitation for its 11-1/2% Senior Notes. Each of the tender
offers expired, as scheduled, at midnight, New York City time, on Tuesday,
December 23, 1997.
Cypress and General Host said that based on information provided by the
depositary, at the expiration of the offers a total of approximately 21,983,422
shares of General Host (or approximately 90% of the outstanding shares of
General Host before giving effect to the stock sale described below), were
validly tendered and not properly withdrawn pursuant to Cyrus' offer (including
approximately 378,033 shares subject to guarantees of delivery), and that
$52,760,000 in aggregate principal amount of Senior Notes (or approximately 68%
of the total outstanding principal amount) were validly tendered and not
properly withdrawn pursuant to General Host's tender offer and consent
solicitation (including $49,932,000 in aggregate principal amount tendered prior
to the deadline for consents). Cyrus Acquisition Corp. has accepted for payment
all such shares, and General Host has accepted for payment all such Senior
Notes, validly tendered and not withdrawn.
The tender offers were made pursuant to an agreement and plan of merger between
General Host and Cyrus. Also pursuant to the merger agreement, simultaneously
with the closing of the tender offers Cyrus purchased approximately 4.7 million
additional shares of General Host stock for approximately $25.9 million in cash,
which, together with the acceptance of the shares in the offer, resulted in
Cyrus' ownership of in excess of 92% of General Host's outstanding common stock.
In the second step of the acquisition, Cyrus will be merged with and into
General Host and each remaining General Host share (and any in-the-money
options) will be cashed out at $5.50 per share.
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2
Simultaneously with the closing of the tender offers, Frank's Nursery & Crafts,
Inc., General Host's primary operating subsidiary, 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 for up to $85 million of term loans
and a $110 million revolving credit facility.
Pursuant to the merger agreement, C. Whitcomb Alden, Jr., Edward H. Hoornstra,
Philip B. Harley, Christopher A. Forster, S. Joseph Fortunato and Kelly Ashton
Sant Albano have resigned as directors of General Host, and Joseph R. Baczko,
James A. Stern, David P. Spalding, Jeffrey P. Hughes, James L. Singleton and
Bahram Shirazi, as Cypress designees, have been elected to serve as directors of
General Host until their successors are elected and qualified. Joseph R. Baczko
has been named the new Chairman, Chief Executive Officer and President of
General Host and Frank's, and Larry T. Lakin has been named Chief Financial
Officer of the companies.
Larry Lakin was previously the Chief Financial Officer and a principal of
Shiara, Inc., a private fragrance and cosmetics venture. Prior to Shiara, Mr.
Lakin had served as Chief Financial Officer and/or Vice President of Finance of
Faberge International, LJN Toys (a former subsidiary of MCA), Toys "R" Us -
International and Max Factor's international operations and Controller of
Chrysler - France.
General Host is the operator of Frank's Nursery & Crafts, Inc., Detroit, the
nation's largest chain of specialty retail stores devoted to the sale of lawn
and garden products, crafts, Christmas merchandise and pet food and supplies --
including more than 200 different proprietary lawn and garden products. General
Host operates 258 Frank's stores in 15 states, mostly in the East and Midwest,
and had 1996 revenues in excess of $530 million.
The Cypress Group manages a private equity fund which closed in February 1996
with more than $1 billion in commitments. Cypress invests in privately
negotiated transactions, targeting established operating businesses and
investing with management to foster continued growth. Investments made by
Cypress include Cinemark USA, Inc., Amtrol Inc., and Scotsman Holdings, as well
as The Multicare Companies via a new joint venture company called Genesis
ElderCare Corp. The Cypress Group, based in New York City, is headed by its
four partners, James A. Stern, Jeffrey P. Hughes, James L. (Jamie) Singleton and
David P. Spalding.
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