SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )*
FINE HOST CORPORATION
_______________________
(Name of Issuer)
Reorganized Fine Host Common Stock, Par Value $0.05 Per Share
________________________________________________________________
(Title of Class of Securities)
317832103
_______________
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
___________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 3, 1999
_______________
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[x].
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following page(s)
Page 1 of 11 Pages
Exhibit Index: Page 10
<PAGE>
Page 2 of 11 Pages
SCHEDULE 13D
CUSIP No. 317832103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ANGELO, GORDON & CO., L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
Number of 3,315,008
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 3,315,008
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,315,008
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
33.15%
14 Type of Reporting Person*
BD; IA; PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 11 Pages
SCHEDULE 13D
CUSIP No. 317832103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JOHN M. ANGELO
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 3,315,008
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
3,315,008
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,315,008
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
33.15%
14 Type of Reporting Person*
IN; HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 11 Pages
SCHEDULE 13D
CUSIP No. 317832103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MICHAEL L. GORDON
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 3,315,008
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
3,315,008
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,315,008
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
33.15%
14 Type of Reporting Person*
IN; HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 11 Pages
This Statement on Schedule 13D relates to shares of
Reorganized Fine Host Common Stock, $0.05 par value per share (the "Shares"), of
Fine Host Corporation (the "Issuer"). This Statement is being filed by the
Reporting Persons (as defined herein) to report that as a result of the adoption
of a plan of reorganization by the Issuer the Reporting Persons may be deemed to
be the beneficial owners of more than 20% of the outstanding Shares of the
Issuer.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the
principal executive office of the Issuer is 3 Greenwich Office Park, Greenwich,
Connecticut 06831.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the
following persons (collectively, the "Reporting Persons"):
i) Angelo, Gordon & Co., L.P. ("Angelo, Gordon");
ii) John M. Angelo; and
iii) Michael L. Gordon.
This Statement relates to Shares held for the accounts of
Angelo, Gordon and sixteen private investment funds for which Angelo, Gordon
acts as general partner and/or discretionary investment advisor (collectively,
the "Funds").
Angelo, Gordon is a Delaware limited partnership. AG Partners,
L.P., a Delaware limited partnership, is the sole general partner of Angelo,
Gordon. John M. Angelo is a general partner of AG Partners, L.P. and the chief
executive officer of Angelo, Gordon. Michael L. Gordon is the other general
partner of AG Partners, L.P. and the chief operating officer of Angelo, Gordon.
Angelo, Gordon, and AG Partners, L.P. through Angelo, Gordon, are engaged in the
investment and investment management business. The principal occupation of each
of John M. Angelo and Michael L. Gordon is his respective position as an officer
of Angelo, Gordon at Angelo, Gordon's principal office. John M. Angelo and
Michael L. Gordon are United States citizens. The principal business address of
each of AG Partners, L.P., Angelo, Gordon, John M. Angelo and Michael L. Gordon
is 245 Park Avenue, New York, New York 10167. Set forth in Annex A hereto and
incorporated by reference in response to this Item 2 and elsewhere in this
Schedule 13D as applicable is a list of the executive officers of Angelo,
Gordon.
During the past five years, none of the Reporting Persons and,
to the best of the Reporting Persons' knowledge, any other person identified in
response to this Item 2 has been (a) convicted in a criminal proceeding or (b) a
party to any civil proceeding as a result of which it or he has been subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares held for the accounts of Angelo, Gordon and the
Funds may be held through margin accounts maintained with brokers, which extend
margin credit as and when required to open or carry positions in their margin
accounts, subject to applicable federal margin regulations, stock exchange rules
and such firms' credit policies. The positions which may be held in the margin
accounts, including the Shares, are pledged as collateral security for the
repayment of debit balances in the respective accounts.
<PAGE>
Page 6 of 11 Pages
Item 4. Purpose of Transaction.
Pursuant to a plan of reorganization of the Issuer (the "Plan
of Reorganization"), Angelo, Gordon and the Funds, as subordinated note holders,
received Shares and cash in the following amounts: (i) Angelo, Gordon received
140,873 Shares and approximately $660,340 and (ii) the Funds received 3,174,135
Shares and approximately $14,878,634. In addition, in connection with the
consummation of the Plan of Reorganization, Angelo, Gordon appointed two members
to the Board of Directors of the Issuer. The description of the terms of the
Plan of Reorganization is qualified in its entirety by reference to the specific
provisions of the Plan of Reorganization, which is incorporated herein by
reference.
All of the Shares reported herein as having been acquired for
or disposed of from the accounts of Angelo, Gordon and the Funds were acquired
or disposed of for investment purposes. Neither the Reporting Persons nor, to
the best of their knowledge, any of the other persons identified in response to
Item 2, has any plans or proposals that relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
The Reporting Persons reserve the right to acquire, or cause
to be acquired, additional securities of the Issuer, to dispose of, or cause to
be disposed, such securities at any time or to formulate other purposes, plans
or proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of Angelo, Gordon, John M. Angelo and Michael
R. Gordon may be deemed the beneficial owner of the 3,315,008 Shares
(approximately 33.15% of the total number of Shares outstanding). This number
includes 140,873 Shares held for the account of Angelo, Gordon and 3,174,135
Shares held for accounts of the Funds.
(b) (i) Angelo, Gordon may be deemed to have the sole power
to direct the voting and disposition of the 140,873 Shares held for its account
and the 3,174,135 Shares held for the accounts of the Funds.
(ii) John M. Angelo and Michael L. Gordon as a result of
their positions with Angelo, Gordon may be deemed to have the shared power to
direct the voting and disposition of the 140,873 Shares held for Angelo,
Gordon's account and the 3,174,135 Shares held for the accounts of the Funds.
(c) Except as disclosed in Item 4 hereof, which is
incorporated by reference in this Item 5, there have been no transactions
effected with respect to the Shares since March 20, 1999 (60 days prior to the
date hereof) by any of the Reporting Persons.
(d) (i) The partners of Angelo, Gordon have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held by Angelo, Gordon in accordance with their partnership interests in
Angelo, Gordon.
(ii) The partners and shareholders of the Funds have the
right to participate in the receipt of dividends from, or proceeds from the sale
of, the Shares held by the Funds in accordance with their ownership and
partnership interests, respectively, in the Funds.
<PAGE>
Page 7 of 11 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
From time to time, each of the Reporting Persons and the Funds
may lend portfolio securities to brokers, banks or other financial institutions.
These loans typically obligate the borrower to return the securities, or an
equal amount of securities of the same class, to the lender and typically
provide that the borrower is entitled to exercise voting rights and to retain
dividends during the term of the loan. From time to time, to the extent
permitted by applicable laws, each of the Reporting Persons and the Funds may
borrow securities, including the Shares, for the purpose of effecting, and may
effect, short sale transactions, and may purchase securities for the purpose of
closing out short positions in such securities.
Except as described above, the Reporting Persons and the Funds
do not have any contracts, arrangements, understandings or relationships with
respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
A. Joint Filing Agreement dated as of June 8, 1999 by and
among Angelo, Gordon, John M. Angelo and Michael R. Gordon.
B. Second Amended Plan of Reorganization dated as of March 17,
1999 (filed as Exhibit 2 to the Issuer's Form 10-K (Commission File Number
000-28590) and incorporated herein by reference).
<PAGE>
Page 8 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: June 8, 1999
ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.
General Partner
By: /S/ MICHAEL L. GORDON
-----------------------------------
Michael L. Gordon
General Partner
JOHN M. ANGELO
/S/ JOHN M. ANGELO
--------------------------------------------------
MICHAEL L. GORDON
/S/ MICHAEL L. GORDON
--------------------------------------------------
<PAGE>
Page 9 of 11 Pages
ANNEX A
Officers of Angelo, Gordon & Co., L.P.
Name/Citizenship Principal Occupation Business Address
- ---------------- -------------------- ----------------
John M. Angelo Chief Executive Officer 245 Park Avenue
(United States) New York, NY 10167
Fred Berger Chief Financial Officer 245 Park Avenue
(United States) New York, NY 10167
Michael L. Gordon Chief Operating Officer 245 Park Avenue
(United States) New York, NY 10167
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
Page 10 of 11 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement dated as of June 8, 1999 by and
among Angelo, Gordon & Co., L.P., John M. Angelo and
Michael L. Gordon....................................... 11
B. Second Amended Plan of Reorganization dated as of March
17, 1999 (filed as Exhibit 2 to the Issuer's Form 10-K
(Commission File Number 000-28590) and incorporated
herein by reference)
Page 11 of 11 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D with respect to the Common Stock of Fine Host Corporation dated June 8, 1999
is, and any amendments thereto signed by each of the undersigned shall be, filed
on behalf of each of us pursuant to and in accordance with the provisions of the
undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d- 1(f) under the Securities Exchange
Act of 1934.
Date: June 8, 1999
ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.
General Partner
By: /S/ MICHAEL L. GORDON
------------------------------
Michael L. Gordon
General Partner
JOHN M. ANGELO
/S/ JOHN M. ANGELO
---------------------------------------------
MICHAEL L. GORDON
/S/ MICHAEL L. GORDON
---------------------------------------------
