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)
(Amendment No. 5)
FORUM RETIREMENT PARTNERS, L.P.
(Name of Issuer)
FORUM GROUP, INC.
FORUM RETIREMENT, INC.
(Name of Person Filing Statement)
Preferred Depositary Units Representing
Preferred Limited Partners' Interests 349 851 105
(Title of Class of Securities) (CUSIP Number of Class of Securities)
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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.
Page 1 of 10 Pages
Exhibit Index on Page 6
This Amendment No. 5 (this "Amendment") supplements and amends the Rule
13E-3 Transaction Statement, as previously supplemented and amended (the
"Schedule 13E-3"), relating 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
$2.83 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"), the Supplement dated October 16, 1995 to the Offer to
Purchase, the Supplement dated November 1, 1995 to the Offer to Purchase, and
the related Letter of Transmittal.
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
Tender Offer Statement originally filed by the Purchaser with the Commission on
October 2, 1995 (as amended, the "Schedule 14D-1"), of the information required
to be included in response to the items of Schedule 13E-3. 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
Amendment are qualified in their entirety by the information contained in the
Schedule 14D-1.
CROSS REFERENCE SHEET
Where located in
Item in Schedule 13E-3 Schedule 14D-1
---------------------- -----------------
Item 14 *
Item 17(d) *
________________
* The information required by this Item is not required
to be included in the Schedule 14D-1.
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Item 14.Financial Information
Item 14 of the Schedule 13E-3 is hereby supplemented and amended by adding
the following:
On November 14, 1995, the Partnership filed its Quarterly Report on Form
10-Q for the quarter ended September 30, 1995 (the "1995 Third Quarter Form 10-
Q") with the Securities and Exchange Commission (the "Commission"). The
following summary consolidated financial information relating to the Partnership
has been taken or derived from the unaudited interim consolidated financial
statements in the 1995 Third Quarter Form 10-Q. A copy of the unaudited interim
consolidated financial statements of the Partnership contained in the 1995 Third
Quarter Form 10-Q is filed as Exhibit (g)(12) hereto, and, pursuant to General
Instruction D to Schedule 13E-3, such unaudited interim consolidated financial
statements are incorporated herein by reference. The 1995 Third Quarter Form
10-Q may be examined and copies may be obtained from the offices of the
Commission as described in "Certain Information Concerning the Partnership --
General" in the Offer to Purchase.
FORUM RETIREMENT PARTNERS, L.P.
SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION
(Dollars in thousands, except per Unit amounts and ratios)
Nine Months ended September 30,
-------------------------------
1995 1994
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Income Statement Data:
Total revenues . . . . . . . . . . . . .. $37,098 $34,855
Net income . . . . . . . . . . . . . . .. 183 301
Net income per Unit (a) . . . . . . . . .. 0.01 0.02
Ratio of earnings to fixed charges (b) .. 1.05% 1.07%
At September 30, 1995
---------------------
Balance Sheet Data:
Total assets . . . . . . . . . . . . . .. $111,027
Long-term debt (c) . . . . . . . . . . .. 49,247
Total partners' equity . . . . . . . . .. 38,794
Net book value per Unit (a) . . . . . . .. 2.54
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(a) Per Unit data is based on 15,285,000 Units outstanding.
(b) For purposes of calculating this ratio, earnings includes income before
fixed charges, and fixed charges includes interest expense.
(c) Includes current portion of long-term debt.
Item 17. Material to be Filed as Exhibits.
Item 17 of the Schedule 13E-3 is hereby supplemented and amended by adding
the following:
(d)(15) Letter, dated November 14, 1995, from the Purchaser to Unitholders
(including the text of the press release issued by the Partnership on
November 13, 1995 enclosed therewith).
(d)(16) Text of mailgram, dated November 14, 1995, from the Purchaser to
Unitholders.
(g)(12) Unaudited Interim Consolidated Financial Statements of the Partnership
contained in the 1995 Third Quarter Form 10-Q (incorporated by reference
to pages 3 through 9 of the 1995 Third Quarter Form 10-Q filed with the
Commission on November 14, 1995).
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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: November 14, 1995
FORUM GROUP, INC.
By Troy B. Lewis
---------------------------------
Troy B. Lewis,
Attorney-in-Fact*
*Pursuant to a Power of Attorney previously filed
with the Securities and Exchange Commission
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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: November 14, 1995
FORUM RETIREMENT, INC.
By Richard A. Huber
------------------------------------
Richard A. Huber,
Secretary
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INDEX TO EXHIBITS
Sequentially
Numbered
Exhibits Page
- -------- ------------
(d)(15) Letter, dated November 14, 1995, from the Purchaser to Unitholders (including
the text of the press release issued by the Partnership on November 13, 1995
enclosed therewith) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(d)(16) Text of mailgram, dated November 14, 1995, from the Purchaser to
Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(g)(12) Unaudited Interim Consolidated Financial Statements of the Partnership
contained in the 1995 Third Quarter Form 10-Q (incorporated by reference to
pages 3 through 9 of the 1995 Third Quarter Form 10-Q filed with the
Commission on November 14, 1995) . . . . . . . . . . . . . . . . . . . . . . N/A
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