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. 4)

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: x

1.		Names of Reporting Persons
		IRS Identification Nos. of Above Persons

		Yorkmont Five, Inc.

2.		Check the Appropriate Box if a Member of a Group (See Instructions)

		(a) x
		(b)

3.		SEC Use Only

4.		Source of Funds (See Instructions) AF

5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ( )

6.		Citizenship or Place of Organization California

11.		Aggregate Amount Beneficially Owned by Each Reporting Person 8,637,444

12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ( )

13.		Percent of Class Represented by Amount in Row (11) 94.2% (1)

14.		Type of Reporting Person CO

(1)

Based upon 9,169,285 shares of common stock of Creative Host Services, Inc. issued and outstanding as of the close of business on April 14, 2004.

1.		Names of Reporting Persons
		IRS Identification Nos. of Above Persons

		Compass Group USA Investments, LLP

2.		Check the Appropriate Box if a Member of a Group (See Instructions)

		(a) x
		(b)

3.		SEC Use Only

4.		Source of Funds (See Instructions) WC, AF

5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ( )

6.		Citizenship or Place of Organization Delaware

11.		Aggregate Amount Beneficially Owned by Each Reporting Person 8,637,444

12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ( )

13.		Percent of Class Represented by Amount in Row (11) 94.2% (1)

14.		Type of Reporting Person PN

(1)

Based upon 9,169,285 shares of common stock of Creative Host Services, Inc. issued and outstanding as of the close of business on April 14, 2004.

This statement constitutes Amendment No. 4 to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “Commission”) on February 26, 2004, as amended by Amendment No. 1 filed with the Commission on March 23, 2004, Amendment No. 2 filed with the Commission on March 26, 2004, and Amendment No. 3 filed with the Commission on April 9, 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 Exhibits (a)(1)(A) and (a)(1)(B), respectively. This statement also constitutes Amendment No. 2 to the Schedule 13D initially filed with the Commission on March 1, 2004 by Purchaser and Parent and as amended by Amendment No. 1 filed with the Commission on April 9, 2004.

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

Items 8 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:

“The initial offering period, as previously extended, expired at 12:00 Midnight, New York City time, on Thursday, April 8, 2004. After the expiration of the initial offering period, Purchaser commenced a subsequent offering period which began at 9:00 a.m., New York City time, on Friday, April 9, 2004, and expired at 5:00 p.m., New York City time, on Wednesday, April 14, 2004 (the “Subsequent Offering Period”). During the Subsequent Offering Period, Purchaser accepted for payment and promptly paid for all validly tendered Shares, as they were tendered, at a price of $3.40 per Share, which was the same price offered for Shares tendered in the initial offering period. As a result of the initial offering period and the Subsequent Offering Period, the Purchaser has accepted for payment and promptly paid for an aggregate of 8,637,444 Shares, or 94.2% of all outstanding Shares.

Parent intends to complete the acquisition of the Company through a merger of Purchaser with and into the Company (the “Merger”) as soon as practicable in accordance with Section 1110 of the CGCL that authorizes the completion of the Merger without a vote of the shareholders of the Company. The Merger will be effected by the filing of a Certificate of Ownership and Merger with the Commissioner of Corporations of the State of California, which Parent intends to file on Friday, April 16, 2004. Pursuant to the terms of the Merger Agreement, all remaining publicly held Shares (other than Shares owned by shareholders of the Company who properly exercise dissenters’ rights pursuant to Chapter 13 of the CGCL) will be acquired for $3.40 per Share, in cash, without interest, in the Merger. Following the Merger, the Shares will no longer be listed on the Nasdaq SmallCap Market.

On April 15, 2003, Parent issued a press release announcing the expiration of the Subsequent Offering Period. A copy of the press release issued by Parent on April 15, 2004 is filed herewith as Exhibit (a)(1)(K) 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.K 3 g87249t4exv99waw1wk.htm EX-(A)(1)(K) PRESS RELEASE ISSUED APRIL 15, 2004 EX-(a)(1)(K) Press release issued April 15, 2004

Exhibit (a)(1)(K)

FOR IMMEDIATE RELEASE

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

YORKMONT FIVE, INC. COMPLETES ACQUISITION OF
CREATIVE HOST SERVICES, INC;
ANNOUNCES EXPIRATION OF SUBSEQUENT OFFERING PERIOD OF
CASH TENDER OFFER

CHARLOTTE, NC (April 15, 2004) — Compass Group USA Investments, LLP today announced the completion of the cash tender offer by its wholly owned indirect subsidiary, Yorkmont Five, Inc., for the outstanding shares of common stock of Creative Host Services, Inc. (Nasdaq: CHST). The subsequent offering period of the tender offer expired at 5:00 p.m., New York City time, on Wednesday, April 14, 2004.

As a result of the tender offer, including the subsequent offering period, Yorkmont has accepted for payment and promptly paid for an aggregate of 8,637,444 shares, or 94% of all outstanding Creative Host shares.

Compass Group intends to file a Certificate of Ownership and Merger with the Commissioner of Corporations of the State of California on Friday, April 16, 2004. Thereafter, the Creative Host shares will be delisted from trading on the Nasdaq SmallCap Market and will be withdrawn from registration under the Securities Act of 1934. All remaining publicly held Creative Host shares, other than shares held by Creative Host shareholders who properly exercise dissenters’ rights under California law, will be acquired for $3.40 per share, in cash, without interest, as provided in the merger agreement. As a result of the merger, Creative Host will become a wholly owned indirect subsidiary of Compass Group.

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.

Creative Host Services, Inc. (including its wholly owned subsidiary, GladCo Enterprises, Inc.) is engaged in the business of acquiring, managing, and operating airport concessions such as food and beverage, cocktail and lounge, and news and gift retail facilities at various locations across the United States.

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, 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.

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


Number of	7.	Sole Voting Power 0
Shares
Beneficially	8.	Shared Voting Power 8,637,444
Owned by
Each	9.	Sole Dispositive Power 0
Reporting
Person With	10.	Shared Dispositive Power 8,637,444


“(a)(1)(K)		Press release issued by Parent on April 15, 2004.”


		YORKMONT FIVE, INC.

		By:		/s/ Gary Z. Zauf

		Name:		Gary Z. Zauf
		Title:		Treasurer

		COMPASS GROUP USA INVESTMENTS, LLP

		By:		/s/ Gary Z. Zauf

		Name:		Gary Z. Zauf
		Title:		Authorized Representative


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.*

(a)(1)(J)		Press release issued by Parent on April 9, 2004.*

(a)(1)(K)		Press release issued by Parent on April 15, 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.