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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO.1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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GENERAL HOST CORPORATION
(Name of Subject Company)
GENERAL HOST CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
370064107
(CUSIP Number of Class of Securities)
HARRIS J. ASHTON
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
GENERAL HOST CORPORATION
METRO CENTER
ONE STATION PLACE
P.O. BOX 10045
STAMFORD, CONNECTICUT 06904
(203) 357-9900
J. THEODORE EVERINGHAM, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
GENERAL HOST CORPORATION
6501 EAST NEVADA
DETROIT, MICHIGAN 48234
(313) 366-8400
(Name, address and telephone number of person authorized to receive
notice and communication on behalf of the person(s) filing statement)
WITH A COPY TO:
JOSEPH A. COCO, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-3897
(212) 735-3000
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INTRODUCTORY STATEMENT
This Amendment No. 1 to the Solicitation/Recommendation Statement,
originally filed November 25, 1997 (the "Statement"), is being filed by General
Host Corporation, a New York corporation (the "Company"), pursuant to Section
14(d)(4) of the Securities and Exchange Act of 1934, as amended, and relates to
a tender offer by Cyrus Acquisition Corp, a New York corporation formed by The
Cypress Group L.L.C., dated November 25, 1997, to purchase all of the
outstanding shares of common stock, $1.00 par value per share (the "Shares"), of
the Company for $5.50 per Share in cash. All capitalized terms used and not
defined herein shall have the same meaning as set forth in the Statement.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit 14 Press Release issued by General Host Corporation on December 10, 1997.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 11, 1997
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GENERAL HOST CORPORATION
By: /s/ J. THEODORE EVERINGHAM
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Name: J. Theodore Everingham
Title: Vice President and
General Counsel
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EXHIBIT 14
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FOR IMMEDIATE RELEASE GENERAL HOST CORPORATION CONTACT:
Robert M. Lovejoy
Vice President and Treasurer
(313) 366-8400
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GENERAL HOST CORPORATION
RECEIVES SENIOR NOTE CONSENT
Stamford, CT, December 10, 1997--General Host Corporation (NYSE: GH), 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.
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