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Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1 Station Place, P.O. Box 10045
Stamford, Connecticut 06904
(Address of principal executive offices, including zip code)
GENERAL HOST CORPORATION
1996 STOCK INCENTIVE PLAN
(Full title of the Plan)
J. Theodore Everingham, Esq.
General Host Corporation
6501 East Nevada
Detroit, Michigan 48234
(313) 564-2500
(Name, address and telephone number,
including area code, of agent for service)
Copies to:
Mark A. Metz
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
(313) 568-6800
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Aggregate Registration
be Registered Registered Price Per Share* Offering Price* Fee
<S> <C> <C> <C> <C>
Common Stock, 2,500,000** $4.1563 $10,390,625 $3,148.67
$1.00 par value ----- ----- -----
Rights to 2,500,000** *** *** ***
purchase
Common Stock
</TABLE>
* The price shown is the average of the high and low sale prices of the
Common Stock, as reported by the New York Stock Exchange - Composite
Reporting System, on August 4, 1997, in accordance with Rule 457(h).
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** The number of shares may be adjusted to prevent dilution from stock
splits, stock dividends and similar transactions, as provided in the 1996
Stock Incentive Plan. This Registration Statement shall cover any such
additional shares in accordance with Rule 416(a).
*** One right to purchase Common Stock (a "Right") automatically attaches to
each share of the Company's Common Stock upon the issuance of such stock.
No additional consideration, other than that which is otherwise payable
for Common Stock, is payable in respect to related Rights.
<PAGE> 3
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by General Host Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended January 26, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended May 18, 1997.
(c) Description of the Rights in the Company's Registration
Statement on Form 8-A filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), on March 23, 1995, together
with all amendments or reports, if any, filed for the purpose of
updating such description, to the extent of such updating.
The Company's Common Stock was listed on the New York Stock Exchange
prior to the adoption of the Exchange Act. Consequently, the Company was not
required to and has never filed a registration statement under the Exchange Act
covering the Common Stock.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities being offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference and to be a part hereof from the date of filing of each such
document.
Item 4. DESCRIPTION OF SECURITIES
COMMON STOCK
The Company's Common Stock, $1.00 par value per share, is its only
outstanding class of common stock. As of August 1, 1997, 100,000,000 shares of
Common Stock were authorized and 24,413,686 were outstanding. The holders of
Common Stock are entitled to such dividends as may be declared by the Board of
Directors. Upon liquidation, the holders of the Common Stock would be entitled
to receive pro rata, according to the number of shares owned, the net assets of
the Company available for distribution to such shareholders. The outstanding
Common Stock is fully paid and non-assessable; however, some employees have
deferred payment of the purchase price of shares acquired upon exercise of
stock options received under the Company's stock option plans. The holders of
the Company's Common Stock have no preemptive, subscription or conversion
rights.
VOTING. The holders of the Common Stock have full voting power for all
purposes and are entitled to one vote per share, except in the election of
Directors where shareholders are permitted to vote their shares cumulatively,
as described below.
CLASSIFIED BOARD OF DIRECTORS. The Company's Certificate of
Incorporation presently provides for a Board consisting of not less than nine
nor
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more than fifteen Directors classified into three classes as nearly equal in
number as possible, whose three-year terms of office expire sequentially.
CUMULATIVE VOTING. The Company's Certificate of Incorporation provides
for cumulative voting in elections of directors. In each such election, each
shareholder is entitled to cast the number of votes equal to the number of his
shares multiplied by the number of directors to be elected, and such votes may
be cast for a single director or may be distributed among the number of
directors to be elected as the shareholder desires. This provision, combined
with the classified board, would permit the election of at least one director
by the holders of over 25% of the shares voted when three seats are to be
filled. It also has the effect of requiring a vote of over 50% of the shares
in order to elect two directors out of three to be elected and a vote of over
60% in order to elect three directors when four are to be elected. Thus, in
theory, with a Board of nine directors, two annual meetings are needed for the
holder of all of the Company's shares to elect a majority of the Board, and
three annual meetings for a holder of over 50% but less than 75% to elect a
majority.
SPECIAL VOTING REQUIREMENTS. The Company's Certificate of
Incorporation requires an affirmative vote of 80% of the outstanding voting
stock to (a) authorize a merger or sale of assets involving a corporation which
owns, directly or indirectly, 5% or more of the Company's stock; (b) call a
special meeting of shareholders; (c) amend the Company's By-laws by shareholder
action; or (d) effect any changes in the provisions of the Certificate of
Incorporation relating to the above matters or to the classified board of
directors and cumulative voting.
DIVIDEND RESTRICTIONS. The Indenture covering the Company's 11 1/2%
Senior Notes due February 15, 2002 prohibits the payment of any dividend by the
Company unless all interest obligations relating to those debentures shall have
been fully paid. The Company has paid all such obligations payable on or prior
to the date of this Registration Statement.
The Company's various indentures and loan agreements contain provisions
which may limit the payment of dividends. Under the most restrictive of such
provisions, total shareholders' equity available to pay cash dividends was
below the required minimum level by $14,277,000 at May 18, 1997.
OTHER CLASSES OF STOCK. The Company also has authorized 1,000,000
shares of Preferred Stock, $1.00 par value per share, issuable in series with
terms, dividend rates and liquidating preferences to be set by the directors.
No Preferred Stock has been issued.
COMMON STOCK PURCHASE RIGHTS
The Rights are so-called "poison pill" rights which under certain
circumstances may trade separately from the Common Stock and permit their
holders to purchase at less than the then market price large amounts of Common
Stock of the Company or securities of a successor thereto. The Rights could
render more difficult or tend to discourage an attempt to gain control of the
Company which the Board of Directors did not approve.
The Rights to be registered hereunder are presently registered under
Section 12 of the Exchange Act. The Description of Rights in the Company's
Registration Statement on Form 8-A filed with the Commission on March 23, 1995
pursuant to Section 12(b) of the Exchange Act, together with all amendments or
reports, if any, filed for the purpose of updating such description, to the
extent of such updating, are hereby incorporated herein by reference.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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The legality of the securities being registered hereby is being passed
upon by J. Theodore Everingham, who is Vice President, General Counsel
and Secretary of the Company. Mr. Everingham currently holds options to
purchase 5,000 shares of the Company's Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) Sections 721-726 of the Business Corporation Law of the State
of New York require or permit indemnification of directors and officers of the
Company under certain circumstances. Section 26 of the By-laws of the Company
requires it to indemnify its directors and officers against all expenses
incurred in connection with any pending or threatened action to which any such
director or officer is or is threatened to be made a party arising out of his
service to or at the request of the Company, including payment of defense
expenses in advance of final disposition, unless an adjudication establishes
bad faith, active and deliberate dishonesty material to the action adjudicated,
or illegal financial profit or other advantage.
(b) The officers and directors of the Company are covered by
insurance which conforms to the provisions of Section 726 of New York's
Business Corporation Law and which provides (with certain exceptions and with
certain limitations) indemnification for certain liabilities which such
officers and directors or any of them may incur in their respective capacities.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
The following exhibits are part of this Registration Statement:
4.1 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 Form 8-A
Registration Statement filed March 23, 1995 ("1995 Form 8-A"),
Exhibit 1, 2)
4.2 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 1995 Form 8-A, Exhibit 1a)
5 Opinion of J. Theodore Everingham
15 Letter of Price Waterhouse LLP regarding unaudited interim
financial information
23.1 Consent of Price Waterhouse LLP
23.2 Consent of J. Theodore Everingham (contained in Exhibit 5)
24.1 Power of Attorney of Harris J. Ashton
24.2 Power of Attorney of C. Whitcomb Alden, Jr.
24.3 Power of Attorney of Christopher A. Forster
24.4 Power of Attorney of S. Joseph Fortunato
24.5 Power of Attorney of Philip B. Harley
24.6 Power of Attorney of Richard W. Haskel
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24.7 Power of Attorney of Charles B. Johnson
24.8 Certified Resolution of the Board of Directors
of the Registrant authorizing signature on behalf of the
Registrant pursuant to power of attorney
99 General Host Corporation 1996 Stock Incentive Plan
(incorporated by reference to the Company's definitive Proxy
Statement for its fiscal year ended January 28, 1996)
Item 9. UNDERTAKINGS
(1) Except to the extent that the information is contained in
periodic reports filed by the Company pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and incorporated by reference into this
registration statement, the undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement (i) to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933 and (ii) to reflect in the
prospectus any facts or events arising after the effective date of the
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 the registration statement.
(2) The undersigned registrant hereby undertakes (a) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement to include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement, (b) 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 securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof, and (c) to remove from registration by
means of a post-effective amendment any of the securities which remain unsold
at the termination of the offering.
(3) The undersigned registrant hereby undertakes 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 Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(4) 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 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 securities being
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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 Act and will be governed by the final
adjudication of such issue.
6
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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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Detroit, State of Michigan on August 4, 1997.
GENERAL HOST CORPORATION
By: /s/ J. Theodore Everingham
J. Theodore Everingham
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
indicated capacities on August 4, 1997.
Signature Title
* Chairman of the Board, President
Harris J. Ashton and Director (principal executive officer
and principal financial officer)
/s/ James R. Simpson Vice President and Controller
James R. Simpson (principal accounting officer)
* Director
C. Whitcomb Alden, Jr.
* Director
Christopher A. Forster
* Director
S. Joseph Fortunato
Director
Kelly Ashton Sant Albano
* Director
Philip B. Harley
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* Director
Richard W. Haskel
Director
Edward H. Hoornstra
* Director
Charles B. Johnson
*By: /s/ J. Theodore Everingham
J. Theodore Everingham
Attorney-in-Fact
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INDEX TO EXHIBITS
Number Description
5 Opinion of J. Theodore Everingham
15 Letter of Price Waterhouse LLP regarding unaudited interim financial
information
23.1 Consent of Price Waterhouse LLP
24.1 Power of Attorney of Harris J. Ashton
24.2 Power of Attorney of C. Whitcomb Alden, Jr.
24.3 Power of Attorney of Christopher A. Forster
24.4 Power of Attorney of S. Joseph Fortunato
24.5 Power of Attorney of Philip B. Harley
24.6 Power of Attorney of Richard W. Haskel
24.7 Power of Attorney of Charles B. Johnson
24.8 Certified Resolution of the Board of Directors of the Registrant
authorizing signature on behalf of the Registrant pursuant to power of
attorney
9
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EXHIBIT 5
August 1, 1997
Board of Directors
General Host Corporation
1 Station Place
P.O. Box 10045
Stamford, Connecticut 06904
I am General Counsel of General Host Corporation, a New York corporation ("the
Corporation"), and a member of the State Bar of Michigan.
As General Counsel of the Corporation, I have caused to be prepared a
Registration Statement on Form S-8 ("the Registration Statement") respecting
the issuance and sale pursuant to the General Host Corporation 1996 Stock
Incentive Plan ("the Plan") of up to 2,500,000 shares of the Common Stock, par
value $1.00 per share, of the Corporation and 2,500,000 rights to purchase
Common Stock, related to the shares issuable under the Plan. In addition, I
have examined the Plan and such corporate records and documents and other
matters as I deemed necessary in order to give this opinion.
Based upon the foregoing, it is my opinion that such shares and rights have
been duly authorized and reserved for issuance, and when issued and delivered
pursuant to the Plan in accordance with the terms thereof, such shares and
rights will be legally issued, fully paid and non-assessable securities of the
Corporation, except that if the Corporation finances payment by an optionee of
all or a part of the exercise price of such shares and rights, as permitted by
the Plan, such shares and rights will be fully paid and non-assessable only
upon full payment by the optionee of the exercise price.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ J. Theodore Everingham
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Exhibit 15
August 4, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir:
We are aware that the May 18, 1997 Quarterly Report on Form 10-Q of
General Host Corporation which included our report dated June 11, 1997 (issued
pursuant to the provisions of Statement on Auditing Standards Nos. 71 and 42) is
incorporated by reference in the Registration Statement on Form S-8 filed on or
about August 4, 1997. We are also aware of our responsibilities under the
Securities Act of 1933.
Yours very truly,
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Detroit, Michigan
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EXHIBIT 23.1
Consent of Independent Accountants
August 4, 1997
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 26, 1997, except as to the
stock dividend described in Note 1 which is as of March 14, 1997, which appears
on page F-1 of General Host Corporation's Annual Report on Form 10-K for the
year ended January 26, 1997.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Detroit, Michigan
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EXHIBIT 24.1
GENERAL HOST CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes
and appoints J. Theodore Everingham and James R. Simpson, and each of them, his
true and lawful attorneys-in-fact and agents (with full power to each of them
to act alone), with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign a certain
Registration Statement on Form S-8 to be filed by General Host Corporation and
any and all amendments thereto, and to file the same with the Securities and
Exchange Commission and any other appropriate authority, granting unto such
attorneys-in-fact and agents, 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, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their or his substitute(s),
may lawfully do or cause to be done by virtue hereof.
Dated July 30, 1997 /s/ Harris J. Ashton
Harris J. Ashton, Chairman of
the Board, President and Chief
Executive Officer (Principal
Executive Officer and Principal
Financial Officer) and Director
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EXHIBIT 24.2
GENERAL HOST CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes
and appoints Harris J. Ashton, J. Theodore Everingham and James R. Simpson, and
each of them, his true and lawful attorneys-in-fact and agents (with full power
to each of them to act alone), with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a certain Registration Statement on Form S-8 to be filed by
General Host Corporation and any and all amendments thereto, and to file the
same with the Securities and Exchange Commission and any other appropriate
authority, granting unto such attorneys-in-fact and agents, 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, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or any of
them, or their or his substitute(s), may lawfully do or cause to be done by
virtue hereof.
Dated: August 1, 1997 /s/ C. Whitcomb Alden, Jr.
C. Whitcomb Alden, Jr.,
Director
<PAGE> 1
EXHIBIT 24.3
GENERAL HOST CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes
and appoints Harris J. Ashton, J. Theodore Everingham and James R. Simpson, and
each of them, his true and lawful attorneys-in-fact and agents (with full power
to each of them to act alone), with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a certain Registration Statement on Form S-8 to be filed by
General Host Corporation and any and all amendments thereto, and to file the
same with the Securities and Exchange Commission and any other appropriate
authority, granting unto such attorneys-in-fact and agents, 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, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or any of
them, or their or his substitute(s), may lawfully do or cause to be done by
virtue hereof.
Dated: August 1, 1997 /s/ Christopher A. Forster
Christopher A. Forster,
Director
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EXHIBIT 24.4
GENERAL HOST CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints Harris J. Ashton, J. Theodore Everingham and James R. Simpson, and
each of them, his true and lawful attorneys-in-fact and agents (with full power
to each of them to act alone), with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a certain Registration Statement on Form S-8 to be filed by
General Host Corporation and any and all amendments thereto, and to file the
same with the Securities and Exchange Commission and any other appropriate
authority, granting unto such attorneys-in-fact and agents, 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, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or any of
them, or their or his substitute(s), may lawfully do or cause to be done by
virtue hereof.
Dated: July 31, 1997 /s/ S. Joseph Fortunato
S. Joseph Fortunato, Director
<PAGE> 1
EXHIBIT 24.5
GENERAL HOST CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes
and appoints Harris J. Ashton, J. Theodore Everingham and James R. Simpson, and
each of them, his true and lawful attorneys-in-fact and agents (with full power
to each of them to act alone), with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a certain Registration Statement on Form S-8 to be filed by
General Host Corporation and any and all amendments thereto, and to file the
same with the Securities and Exchange Commission and any other appropriate
authority, granting unto such attorneys-in-fact and agents, 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, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or any of
them, or their or his substitute(s), may lawfully do or cause to be done by
virtue hereof.
Dated: July 31, 1997 /s/ Philip B. Harley
Philip B. Harley, Director
<PAGE> 1
EXHIBIT 24.6
GENERAL HOST CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes
and appoints Harris J. Ashton, J. Theodore Everingham and James R. Simpson, and
each of them, his true and lawful attorneys-in-fact and agents (with full power
to each of them to act alone), with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a certain Registration Statement on Form S-8 to be filed by
General Host Corporation and any and all amendments thereto, and to file the
same with the Securities and Exchange Commission and any other appropriate
authority, granting unto such attorneys-in-fact and agents, 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, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or any of
them, or their or his substitute(s), may lawfully do or cause to be done by
virtue hereof.
Dated: July 30, 1997 /s/ Richard W. Haskel
Richard W. Haskel, Director
<PAGE> 1
EXHIBIT 24.7
GENERAL HOST CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes
and appoints Harris J. Ashton, J. Theodore Everingham and James R. Simpson, and
each of them, his true and lawful attorneys-in-fact and agents (with full power
to each of them to act alone), with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a certain Registration Statement on Form S-8 to be filed by
General Host Corporation and any and all amendments thereto, and to file the
same with the Securities and Exchange Commission and any other appropriate
authority, granting unto such attorneys-in-fact and agents, 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, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or any of
them, or their or his substitute(s), may lawfully do or cause to be done by
virtue hereof.
Dated: July 31, 1997 /s/ C. B. Johnson
Charles B. Johnson, Director
<PAGE> 1
Exhibit 24.8
GENERAL HOST CORPORATION
CERTIFICATE OF SECRETARY
I, J. Theodore Everingham, hereby certify that I am the duly elected,
qualified and acting Secretary of General Host Corporation, a New York
corporation (the "Corporation"), and that, as such, I have access to its
corporate records and am familiar with the matters certified herein. I further
certify that I am authorized to execute and deliver this certificate in the
name and on behalf of the Corporation, and that the following is a true and
correct copy of a resolution adopted by the Board of Directors of the
Corporation on February 28, 1996, that such resolution was duly adopted by such
Board of Directors and is in full force and effect on and as of the date
hereof, not having been amended, altered or repealed, and that such resolution
is filed with the records of the Board of Directors.
Harris J. Ashton, J. Theodore Everingham and
James R. Simpson are, and each of them (with
full power to each of them to act alone) is,
constituted and appointed attorney-in-fact for
the Corporation with authority to sign such
Registration Statement and any and all
amendments, including amendments increasing the
number of securities so registered, to such
Registration Statement on behalf of and as
attorneys for the Corporation, and on behalf of
and as attorneys for the principal executive
officer, the principal financial officer, the
principal accounting officer and any other
officer of the Corporation;
IN WITNESS WHEREOF, I have executed this certificate in the name and on
behalf of the Corporation on August 4, 1997.
GENERAL HOST CORPORATION
/s/ J. Theodore Everingham
J. Theodore Everingham, Secretary
