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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
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. 3 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.
At the request of the Commission, this Amendment No. 3 is being filed to add
each of Cypress Merchant Banking Partners L.P. ("CMBP") and Cypress Offshore
Partners L.P. ("Offshore") as signatories to the Schedule 14D-1/13D. Each of
CMBP and Offshore disclaims that it is a "bidder" for purposes of the Offer or
that it has beneficial ownership of any Shares. Neither CMBP nor Offshore is a
party to the Merger Agreement or the Support Agreement.
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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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<S> <C> <C>
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 19, 1997
