GENERAL HOST CORPORATION
November 25, 1997
TO THE SHAREHOLDERS OF
GENERAL HOST CORPORATION:
We are pleased to inform you that on November 22, 1997, General Host
Corporation, a New York corporation (the "Company"), entered into an Agreement
and Plan of Merger (the "Merger Agreement") with Xxxxx Acquisition Corp.
("Cyrus"), a New York corporation formed by The Cypress Group L.L.C., pursuant
to which Xxxxx has today commenced a tender offer (the "Offer") 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. Under the Merger
Agreement, following the Offer, Xxxxx will be merged (the "Merger") with and
into the Company with the Company as the surviving corporation and each Share
not purchased in the Offer (other than Shares held by Xxxxx or the Company and
Shares held by dissenting shareholders) will be converted into the right to
receive $5.50 per Share in cash.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE
OFFER AND THE MERGER AND HAS DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR
TO AND IN THE BEST INTERESTS OF THE COMPANY'S SHAREHOLDERS. THE BOARD
UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS ACCEPT THE OFFER AND
TENDER THEIR SHARES IN THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that is being filed today with the Securities and Exchange Commission,
including, among other things, the opinion of Credit Suisse First Boston
Corporation, the Company's financial advisor, that the cash consideration to be
received by the holders of Shares in the Offer and the Merger is fair from a
financial point of view to such holders.
In addition to the attached Schedule 14D-9 relating to the Offer, also
enclosed is the Offer to Purchase, dated November 25, 1997, of Xxxxx, together
with related materials, including a Letter of Transmittal to be used for
tendering your Shares. These documents set forth the terms and conditions of the
Offer and the Merger and provide instructions as to how to tender your Shares.
WE URGE YOU TO READ THE ENCLOSED MATERIALS CAREFULLY.
On behalf of the Board of Directors, I thank you for your past and
continuing support.
Sincerely,
[LOGO]
Xxxxxx X. Xxxxxx
Chairman, Chief Executive Officer
and President
