YORKMONT 5, INC./COMPASS GROUP USA INVESTMENTS

SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) of
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)

Johnny C. Taylor, Jr., Esq.
Executive Vice President,
General Counsel and Secretary
Compass Group USA, Inc.
2400 Yorkmont Road
Charlotte, North Carolina 28217
Telephone: (704) 329-4032
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)

Copy To:
Boyd C. Campbell, Jr.
Helms Mulliss & Wicker, PLLC
201 North Tryon Street
Charlotte, North Carolina 28202
Telephone: (704) 343-2030

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 26, 2004, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on March 23, 2004 (as amended, the “Schedule TO”) by Yorkmont Five, Inc., a California corporation (“Purchaser”) and a wholly owned indirect subsidiary of Compass Group USA Investments, LLP, a Delaware limited liability partnership (“Parent”). The Schedule TO relates to the offer by Purchaser to purchase all the outstanding shares of common stock, no par value (the “Shares”), of Creative Host Services, Inc., a California corporation (the “Company”), at a purchase price of $3.40 per Share, 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 February 26, 2004 (as amended, the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which were filed with the Schedule TO as amended, as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

Capitalized terms used and not defined herein have the meanings specified in the Offer to Purchase and the Schedule TO.

Items 1, 4 and 11 of the Schedule TO, which incorporate by reference to the information contained in the Offer To Purchase, are amended and supplemented by adding the following thereto:

“The initial offer period of the Offer, which was scheduled to expire at 12:00 Midnight, New York City time, on Thursday, March 25, 2004, has been extended to 12:00 Midnight, New York City time, on Thursday, April 8, 2004, unless the Offer is further extended (the “Expiration Date”). Purchaser is extending the Offer because all of the conditions to the Offer, including the Company’s obtaining the required aggregate amount of consents to the Merger from counterparties to Customer Consents, were not satisfied or waived before the expiration of the initial offer period.

On March 26, 2004, Parent issued a press release announcing the extension of the initial offer period and set forth the number of Shares that had been validly tendered pursuant to the Offer and not withdrawn as of 12:00 Midnight, New York City time, on March 25, 2004. A copy of the press release issued by Parent on March 26, 2004 is filed herewith as Exhibit (a)(1)(I) and is incorporated herein by reference.”

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following thereto:

After due 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.

EX-99.A.1.I 3 g87249t2exv99waw1wi.htm EX-(A)(1)(I) PRESS RELEASE ISSUED MARCH 26, 2004 Ex-(a)(1)(I) Press release issued March 26, 2004

Exhibit (a)(1)(I)

FOR IMMEDIATE RELEASE

Contact: Compass Group USA Investments, LLP
Cheryl Queen
(704) 329-4018

YORKMONT FIVE, INC. EXTENDS ITS TENDER OFFER FOR CREATIVE HOST SERVICES, INC.

CHARLOTTE, NC (MARCH 26, 2004) — Compass Group USA Investments, LLP, a Delaware limited liability partnership, announced today that it’s wholly owned indirect subsidiary, Yorkmont Five, Inc., a California corporation, has extended the initial offer period of its tender offer to purchase all of the outstanding shares of common stock of Creative Host Services, Inc. (Nasdaq: CHST) for $3.40 per share, net to the seller, in cash without interest. The offer, unless further extended or terminated, is extended until 12:00 Midnight, New York City time, on Thursday, April 8, 2004.

Yorkmont Five is extending the offer because all of the conditions to the offer, including Creative Host obtaining the required aggregate amount of consents to its merger with Yorkmont Five from counterparties to its customer contracts, were not satisfied or waived before the expiration of the initial offer period, that was scheduled to expire at 12:00 Midnight, New York City time, on Thursday, March 25, 2004. Creative Host has informed Yorkmont Five that it is continuing to make progress with respect to this condition and that it anticipates receiving the necessary consents.

As a consequence of the extension of the initial offer period, holders of Creative Host’s shares may tender or withdraw their shares until 12:00 Midnight, New York City time, on Thursday, April 8, 2004, unless the offer is further extended. If the offer is further extended, Compass Group USA Investments, LLP will issue a press release no later than 9:00 a.m., New York City time, on the next business day after the day on which the offer was previously scheduled to expire.

Certain principal shareholders of Creative Host, representing approximately 40.3% of the outstanding Creative Host shares, have committed to tender their shares in the offer.

As of 12:00 Midnight, New York City time, on March 25, 2004, approximately 8,527,531 shares of Creative Host’s common stock, or approximately 94.4% of all of outstanding shares of Creative Host’s common stock had been validly tendered and not withdrawn.

Compass Group USA Investments, LLP is an indirect subsidiary of UK-based Compass Group PLC (CPG.L), the world’s largest contract foodservice company with operations in more than 90 countries. Compass Group PLC employs more than 425,000

associates and was recognized in 2003 by Fortune as the world’s tenth largest employer. Compass Group PLC reports annual revenues of $18 billion.

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer has been made only through an Offer to Purchase and related Letter of Transmittal that have been mailed to Creative Host shareholders. Creative Host shareholders are strongly advised to read both the tender offer statement and the solicitation/recommendation statement regarding the tender offer and the merger as those documents contain important information. The tender offer statement (filed as Schedule TO) was filed by Yorkmont Five, Inc. with the Securities and Exchange Commission (SEC), and the solicitation/recommendation statement (filed as Schedule 14D-9) was filed by Creative Host with the SEC. Creative Host shareholders may obtain a free copy of these statements and other documents filed by Yorkmont Five and Creative Host at the SEC’s website at www.sec.gov.

This press release may contain “forward-looking statements” which represent expectations or beliefs concerning future events. Investors are cautioned that a number of important factors could, individually or in the aggregate, cause actual events to differ materially from such forward-looking statements. These factors include, without limitation, acceptance of the tender offer by Creative Host’s shareholders and the satisfaction or waiver of conditions contained in the merger agreement.


TRANSACTION VALUATION*		AMOUNT OF FILING FEE**
$36,401,896		$4,612.12


*		Estimated for purposes of calculating the amount of filing fee only. This calculation is based upon the sum of (i) the purchase of 8,830,140 shares of Creative Host Services, Inc. common stock at a price of $3.40 per share, net in cash, without interest, (ii) the purchase of 535,500 shares of Creative Host Services, Inc. common stock that may be issued upon the exercise of outstanding options to purchase such shares, at a price of $3.40 per share, and (iii) the purchase of 1,340,800 shares of Creative Host Services, Inc. common stock to be issued upon the exercise of outstanding warrants to purchase such shares, at price of $3.40 per share.

**		The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and supplemented by Fee Rate Advisory #7 for Fiscal Year 2004, is equal to $126.70 per million of the transaction valuation, or $4,612.12.

x		Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid:				$4,612.12
Form or Registration No:				Schedule TO
Filing Party:				Yorkmont Five, Inc.
Date Filed:				March 23, 2004


o		Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x		third-party tender offer subject to Rule 14d-1.

o		issuer tender offer subject to Rule 13e-4.

o		going-private transaction subject to Rule 13e-3.

o		amendment to Schedule 13D under Rule 13d-2.


		YORKMONT FIVE, INC.

		By:		/s/ Tom Ondrof

		Name:		Tom Ondrof
		Title:		President

		COMPASS GROUP USA INVESTMENTS, LLP

		By:		/s/ Tom Ondrof

		Name:		Tom Ondrof
		Title:		Authorized Representative


“(a)(1)(I)		Press release issued by Parent on March 26, 2004.”


EXHIBIT NUMBER		DOCUMENT

(a)(1)(A)		Offer to Purchase dated February 26, 2004.*

(a)(1)(B)		Form of Letter of Transmittal.*

(a)(1)(C)		Form of Notice of Guaranteed Delivery.*

(a)(1)(D)		Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.*

(a)(1)(E)		Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.*

(a)(1)(F)		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*

(a)(1)(G)		Joint Press Release issued by Parent and the Company on February 18, 2004.*

(a)(1)(H)		Summary Newspaper Advertisement published February 26, 2004.*

(a)(1)(I)		Press release issued by Parent on March 26, 2004.

(b)		Not applicable.

(d)(1)		Agreement and Plan of Merger dated as of February 18, 2004, among Parent, Purchaser and the Company, together with Amendment No. 1 to Agreement and Plan of Merger dated as of February 24, 2004, among Parent, Purchaser and the Company.*

(d)(2)		Tender and Voting Agreement dated as of February 18, 2004, among Parent, Purchaser and Sayed Ali.*

(d)(3)		Tender Agreement dated as of February 18, 2004, among Parent, Purchaser and J. Stewart Jackson, IV.*

(d)(4)		Stock Option Agreement dated as of February 18, 2004, among Parent, Purchaser and the Company.*

(d)(5)		Mutual Nondisclosure Agreement dated as of December 2, 2003 between Compass Group USA, Inc. and the Company.*

(d)(6)		Employment Agreement dated as of November 1, 2002 between the Company and Sayed Ali, as amended by the Addendum to Employment Agreement, dated as of February 18, 2004, among the Company, Compass Group USA, Inc. and Sayed Ali.*

(d)(7)		Employment Agreement, dated as of February 18, 2004, among the Company, Compass Group USA, Inc. and Tasneem Vakharia.*

(g)		Not applicable.

(h)		Not applicable.