SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
FORUM RETIREMENT PARTNERS, L.P.
(Name of Issuer)
FORUM GROUP, INC.
(Name of Person Filing Statement)
Preferred Depositary Units
Representing 349 851 105
Preferred Limited Partners' (CUSIP Number of Class of
Interests Securities)
(Title of Class of
Securities)
Dennis L. Lehman
Senior Vice President and Chief Financial Officer
Forum Group, Inc.
11320 Random Hills Road
Fairfax, Virginia 22030
(703) 277-7000
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)
Copies to:
Robert A. Profusek, Esq.
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
(212) 326-3800
October 2, 1995
(Date Tender Offer First Published, Sent or Given to Security Holders)
This statement is filed in connection with a tender offer.
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Calculation of Filing Fee
================================================================================
Transaction valuation Amount of Filing Fee
- --------------------------------------------------------------------------------
$14,643,642.50* $2,928.73
================================================================================
* For purposes of calculating fee only. This amount assumes the purchase
of 5,857,457 preferred depositary units representing preferred limited
partners' interests in Forum Retirement Partners, L.P., at $2.50 net in
cash per unit. The amount of the filing fee calculated in accordance
with Regulation 240.0-11 of the Securities Exchange Act of 1934 equals
1/50 of 1% of the value of the units to be purchased.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2).
Amount Previously Paid: $2,928.73 Filing Parties: Forum Group, Inc.
Form of Registration No.: Forum A/H, Inc.
Schedule 14D-1
Date Filed: October 2, 1995
Page 1 of 90 Pages
Exhibit Index on Page 8
This Rule 13E-3 Transaction Statement (the "Statement") relates to a
tender offer by Forum Group, Inc., an Indiana corporation (the
"Purchaser"), to purchase any and all of the outstanding preferred
depositary units (the "Units") representing preferred limited partners'
interests in Forum Retirement Partners, L.P. (the "Partnership"), at $2.50
per Unit, net to the seller in cash, on the terms and subject to the
conditions set forth in the Purchaser's Offer to Purchase dated October 2,
1995 (the "Offer to Purchase"), and the related Letter of Transmittal
(which together constitute the "Offer"), and is intended to satisfy the
reporting requirements of Section 13(e) of the Securities Exchange Act of
1934, as amended. Copies of the Offer to Purchase and the related Letter
of Transmittal are filed by the Purchaser as Exhibits (a)(1) and (a)(2),
respectively, to the Schedule 14D-1 (the "Schedule 14D-1") which was filed
by the Purchaser with the Securities and Exchange Commission (the
"Commission") contemporaneously with this Statement.
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Schedule
14D-1 of the information required to be included in response to the items
of this Statement. The information in the Schedule 14D-1, including all
exhibits thereto, is hereby expressly incorporated herein by reference and
the responses to each item in this Statement are qualified in their
entirety by the information contained in the Schedule 14D-1. All cross
references in this Statement, other than cross references to the Schedule
14D-1, are to the Offer to Purchase.
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CROSS REFERENCE SHEET
Where located in
Item in Schedule 13E-3 Schedule 14D-1
---------------------- ----------------
Item 1(a)-(c) Item 1(a)-(c)
Item 1(d)-(f) *
Item 2 Item 2
Item 3 Item 3
Item 4 *
Item 5 Item 5
Item 6(a) Item 4(a)
Item 6(b) *
Item 6(c)-(d) **
Item 7(a) Item 5
Item 7(b)-(d) *
Item 8(a)-(f) *
Item 9 *
Item 10 Item 6
Item 11 Item 7
Item 12 *
Item 13(a) *
Item 13(b)-(c) **
Item 14 *
Item 15 Item 8
Item 16 Item 10
Item 17(a) **
Item 17(b) *
Item 17(c) Item 11(c)
Item 17(d) *
Item 17(e)-(f) **
- --------------------------
* The information requested by this Item is not required to be included in
the Schedule 14D-1.
** The Item is inapplicable or the answer thereto is in the negative.
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Item 1. Issuer and Class of Securities Subject to the Transaction.
(a) The answer to Item 1(a) of the Schedule 14D-1 is incorporated
herein by reference.
(b) The answer to Item 1(b) of the Schedule 14D-1 is incorporated
herein by reference.
(c) The answer to Item 1(c) of the Schedule 14D-1 is incorporated
herein by reference.
(d) The information set forth in "Special Factors -- Market Prices
for Units" in the Offer to Purchase is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in "Special Factors -- Certain
Determinations by the Purchaser," "Background of the Offer," and "Certain
Information Concerning the Purchaser" in the Offer to Purchase is
incorporated herein by reference.
Item 2. Identity and Background.
The answer to Item 2 of the Schedule 14D-1 is incorporated herein by
reference.
Item 3. Past Contacts, Transactions or Negotiations.
The answer to Item 3 of the Schedule 14D-1 is incorporated herein by
reference.
Item 4. Terms of the Transaction.
(a) The information set forth in "Introduction," "Special Factors --
Certain Litigation against the Purchaser and the General Partner," "The
Offer -- Terms of the Offer," "The Offer -- Acceptance for Payment and
Payment for Units," "The Offer -- Procedure for Tendering Units," "The
Offer -- Release of Claims," "The Offer -- Withdrawal Rights," "The Offer --
Certain Conditions of the Offer," and "The Offer -- Distributions" in the
Offer to Purchase is incorporated herein by reference.
(b) Not applicable.
Item 5. Plans or Proposals of the Issuer or Affiliate.
The answer to Item 5 of the Schedule 14D-1 is incorporated herein by
reference.
Item 6. Source and Amount of Funds or Other Consideration.
(a) The answer to Item 4(a) of the Schedule 14D-1 is incorporated
herein by reference.
(b) The information set forth in "The Offer -- Fees and Expenses" in
the Offer to Purchase is incorporated herein by reference.
(c)-(d) Not applicable.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) The answer to Item 5(a) of the Schedule 14D-1 is incorporated
herein by reference.
(b)-(c) The information set forth in "Introduction" and "Background
of the Offer" in the Offer to Purchase is incorporated herein by reference.
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(d) The information set forth in "Introduction," "Special Factors --
Expansion Program," "Special Factors -- Certain Other Plans for the
Partnership after the Offer," "Special Factors -- Certain Effects of the
Offer," and "Special Factors -- Certain Federal Income Tax Consequences" in
the Offer to Purchase is incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a)-(b) and (e) The information set forth in "Special Factors --
Certain Determinations by the Purchaser" in the Offer to Purchase is
incorporated herein by reference.
(c)-(d) The information set forth in "Introduction" in the Offer to
Purchase is incorporated herein by reference.
(f) Not applicable.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a)-(c) The information set forth in "Special Factors -- Certain
Determinations by the Purchaser" in the Offer to Purchase is incorporated
herein by reference.
Item 10. Interest in Securities of the Issuer.
The answer to Item 6 of the Schedule 14D-1 is incorporated herein by
reference.
Item 11. Contracts, Arrangements or Understandings with Respect to the
Issuer's Securities.
The answer to Item 7 of the Schedule 14D-1 is incorporated herein by
reference.
Item 12. Present Intention and Recommendation of Certain Persons with
Regard to the Transaction.
(a)-(b) The information set forth in "Introduction" and "Special
Factors -- Interests of Certain Persons in the Offer" in the Offer to
Purchase is incorporated herein by reference.
Item 13. Other Provisions of the Transaction.
(a) The information set forth in "Special Factors -- Certain Other
Plans for the Partnership after the Offer" in the Offer to Purchase is
incorporated herein by reference.
(b)-(c) Not applicable.
Item 14. Financial Information.
(a) The information set forth in "Certain Information Concerning the
Partnership -- Financial Information" in, and in Annex A to, the Offer to
Purchase is incorporated herein by reference.
(b) Not applicable.
Item 15. Persons and Assets Employed, Retained or Utilized.
(a)-(b) The answer to Item 8 of the Schedule 14D-1 is incorporated
herein by reference.
Item 16. Additional Information.
The answer to Item 10(f) of the Schedule 14D-1 is incorporated herein
by reference.
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Item 17. Material to be Filed as Exhibits.
(a)-(c) Not applicable
(d) (1) Offer to Purchase dated October 2, 1995
(2) Letter of Transmittal
(3) Notice of Guaranteed Delivery
(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies, and Other Nominees
(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies, and Other Nominees
(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(7) Text of Press Release issued by the Purchaser on September
25, 1995
(8) Letter dated October 2, 1995 from the Purchaser to
Unitholders
(e)-(f) Not applicable
(g) (1) Amended and Restated Agreement of Limited Partnership, dated
as of December 29, 1986, of the Partnership, as amended
(2) Depositary Agreement, dated as of December 29, 1986, by and
among the Partnership, Forum Retirement, Inc., the general
partner of the Partnership, as general partner and
attorney-in-fact of the limited partners, Manufacturers
Hanover Trust Company (which subsequently assigned its
interests thereunder to American Stock Transfer & Trust
Company) and all holders from time to time of depositary
receipts
(3) Recapitalization Agreement, dated as of October 6, 1994, by
and between the Purchaser and the Partnership
(4) Letter Agreement, dated December 14, 1993, by and among the
Purchaser, Forum A/H, Inc. and the Partnership
(5) Management Agreement, dated as of December 29, 1986 (the
"Management Agreement"), by and among the Partnership, Forum
Retirement Operations, L.P. ("Operations"), Forum Health
Partners 1-A, L.P., Foulk Manor Partners, L.P., and the
Purchaser
(6) First Amendment to the Management Agreement, dated as of
September 20, 1986
(7) Second Amendment to the Management Agreement, dated as of
September 20, 1989
(8) Third Amendment to the Management Agreement, dated as of
May 27, 1992
(9) Fourth Amendment to the Management Agreement, dated as of
November 9, 1993
(10) Option Agreement, dated as of December 29, 1986, by and among
the Purchaser, the Partnership, and Operations
(11) Power of Attorney
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: October 2, 1995 FORUM GROUP, INC.
By Dennis L. Lehman
------------------------------------
Dennis L. Lehman,
Senior Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Sequentially
Numbered
Exhibits Page
- -------- ------------
(d) (1) Offer to Purchase dated October 2, 1995 . . . . . . . . 10
(d) (2) Letter of Transmittal . . . . . . . . . . . . . . . . . 67
(d) (3) Notice of Guaranteed Delivery . . . . . . . . . . . . . 79
(d) (4) Letter to Brokers, Dealers, Commercial Banks,
Trust Companies, and Other Nominees . . . . . . . . . . 81
(d) (5) Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies,
and Other Nominees . . . . . . . . . . . . . . . . . . 83
(d) (6) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 . . . . . 85
(d) (7) Text of Press Release issued by the Purchaser
on September 25, 1995 . . . . . . . . . . . . . . . . . 87
(d) (8) Letter dated October 2, 1995 from the Purchaser
to Unitholders . . . . . . . . . . . . . . . . . . . . 89
(g) (1) Amended and Restated Agreement of Limited Partnership,
dated as of December 29, 1986, of the Partnership,
as amended (incorporated by reference to Exhibit 4(1)
to the Partnership's Registration Statement
on Form S-2 (Registration No. 33-71498), dated
November 10, 1993 (the "Form S-2")) . . . . . . . . . . N/A
(g) (2) Depositary Agreement, dated as of December 29, 1986,
by and among the Partnership, Forum Retirement,
Inc., the general partner of the Partnership, as
general partner and attorney-in-fact of the limited
partners, Manufacturers Hanover Trust Company (which
subsequently assigned its interests thereunder to
American Stock Transfer & Trust Company) and all
holders from time to time of depositary receipts
(incorporated by reference to Exhibit 10(6) to the
Form S-2) . . . . . . . . . . . . . . . . . . . . . . . N/A
(g) (3) Recapitalization Agreement, dated as of October 6,
1994, by and between the Purchaser and the Partnership
(incorporated by reference to Exhibit 10(1) to the
Partnership's Current Report on Form 8-K, dated
October 12, 1993) . . . . . . . . . . . . . . . . . . . N/A
(g) (4) Letter Agreement, dated December 14, 1993, by and
among the Purchaser, Forum A/H, Inc. and the
Partnership (incorporated by reference to Exhibit
2(3) of Amendment No. 1 to the Form S-2, dated
December 21, 1993) . . . . . . . . . . . . . . . . . . N/A
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Sequentially
Numbered
Exhibits Page
- -------- ------------
(g) (5) Management Agreement, dated as of December 29, 1986
(the "Management Agreement"), by and among the
Partnership, Forum Retirement Operations, L.P.
("Operations"), Forum Health Partners 1-A, L.P.,
Foulk Manor Partners, L.P., and the Purchaser
(incorporated by reference to Exhibit 10(1) to the
Form S-2) . . . . . . . . . . . . . . . . . . . . . . . N/A
(g) (6) First Amendment to the Management Agreement, dated as of
September 20, 1986 (incorporated by reference to Exhibit
10(2) to the Form S-2) . . . . . . . . . . . . . . . . N/A
(g) (7) Second Amendment to the Management Agreement, dated as of
September 20, 1989 (incorporated by reference to Exhibit
10(3) to the Form S-2) . . . . . . . . . . . . . . . . N/A
(g) (8) Third Amendment to the Management Agreement, dated
as of May 27, 1992 (incorporated by reference to
Exhibit 10(4) to the Form S-2) . . . . . . . . . . . . N/A
(g) (9) Fourth Amendment to the Management Agreement, dated
as of November 9, 1993 (incorporated by reference to
Exhibit 10(5) to the Form S-2) . . . . . . . . . . . . N/A
(g) (10) Option Agreement, dated as of December 29, 1986, by
and among the Purchaser, the Partnership, and Operations
(incorporated by reference to Exhibit 2(1) to the Form
S-2) . . . . . . . . . . . . . . . . . . . . . . . . . N/A
(g) (11) Power of Attorney . . . . . . . . . . . . . . . . . . . 90
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