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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
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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This Amendment No. 1 amends and supplements 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 and supplemented as follows:
On December 10, 1997, the Company issued a press release, the full text of
which is set forth in Exhibit 11(g)(2), announcing that in connection with the
Debt Offer, it received sufficient consents as of 5 p.m. on December 9, 1997 to
amend the terms of the Senior Note Indenture.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following:
(g)(2) Press release issued by the Company on December 10, 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
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Date: December 10, 1997
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE NO.
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11(g)(2) Press Release issued by the Company on December 10, 1997.................................
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Wednesday December 10, 9:24 am Eastern Time
Company Press Release
General Host Corporation Receives Senior Note Consent
STAMFORD, Conn--(BUSINESS WIRE)--Dec. 10, 1997--General Host Corporation
(NYSE: GH-news), today announced that in connection with its tender offer for
its 11 1/2% Senior Notes due 2002 (the "Senior Notes"), it received
sufficient consents as of 5:00 p.m. on December 9, 1997 to amend the terms of
the indenture under which the Senior Notes were issued. The amendments will
take effect, subject to the satisfaction or waiver of the conditions to the
tender offer for the Senior Notes, when the tendered Senior Notes are accepted
for payment.
The consents were sought in connection with a tender offer that was first
announced on November 24, 1997 to purchase for cash all $78,000,000 in
aggregate principal amount of General Host's Senior Notes. The tender offer
and consent solicitation are being conducted in connection with a tender
offer by Cyrus Acquisition Corp. for all outstanding common stock of General
Host pursuant to a merger agreement between General Host and Cyrus
Acquisition Corp.
The purchase price for the Senior Notes is $1,056.25 per $1,000 principal
amount, of which $20.00 per $1,000 constitutes a consent payment that will be
paid only for notes tendered on or prior to the above time and date. In
addition, tendering note holders will receive accrued but unpaid interest up
to, but excluding, the payment date. Settlement is expected to occur on
December 29, 1997. The Senior Notes tender offer will expire at 12:00
midnight, New York City time, on Tuesday, December 23, 1997, unless extended.
General Host is the operator of Frank's Nursery & Crafts, Inc., 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. The Company operates 258 stores in 15 states, mostly in the east
and midwest.
Contact:
General Host Corporation
Robert M. Lovejoy
313/366-8400
