Exhibit (d)(15)
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FORUM GROUP, INC.
11320 RANDOM HILLS ROAD, SUITE 400
FAIRFAX, VIRGINIA 22030
703-277-7000
Re: $2.83 Per Unit Cash Tender Offer for Any and
All Units of Forum Retirement Partners, L.P.
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November 14, 1995
Dear Unitholder:
As previously announced, Forum Group, Inc.'s offer to purchase any and
all outstanding preferred depositary units representing preferred limited
partners' interest in Forum Retirement Partners, L.P. at $2.83 per unit has
been extended. The tender offer and withdrawal rights will now expire at
12:00 Midnight, New York City time, on Friday, December 1, 1995.
The tender offer was extended in order to give unitholders additional time
to tender their units if they desire to do so. As of the close of business on
November 10, 1995, 2,261,746 units had been validly tendered, which when added
to the units already beneficially owned by Forum Group aggregate approximately
76.5% of the total units outstanding.
The Board of Directors of the general partner of Forum Retirement Partners,
L.P. (with the director affiliated with Forum Group abstaining), based upon the
unanimous recommendation of a special committee comprised of the independent
members of the Board of Directors, has determined that the tender offer is fair
to unitholders (other than Forum Group and its affiliates) and recommends that
such unitholders accept the offer and tender all of their units pursuant to the
tender offer.
The $2.83 per unit offer price will enable unitholders to realize a premium
of approximately 42% over the closing sale price per unit on the American Stock
Exchange on September 22, 1995, the last trading day prior to the press release
announcing that Forum Group would commence the tender offer. In addition,
unitholders who tender their units will not be obligated to pay brokerage fees
or commissions for the purchase by Forum Group of units pursuant to the tender
offer.
You should be aware that Forum Retirement Partners, L.P. recently announced
its third quarter financial results. In this regard, a copy of Forum Retirement
Partners, L.P.'s third quarter earnings release is enclosed herewith for your
information. In addition, Forum Retirement Partners, L.P. has filed with the
Securities and Exchange Commission its Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995, and copies thereof may be inspected or
obtained in the manner described in our Offer to Purchase.
The tender offer is being made pursuant to our Offer to Purchase dated
October 2, 1995, the Supplements thereto dated October 16, 1995 and November 1,
1995, and the related Letter of Transmittal, copies of which have been
previously mailed to unitholders. You are urged to read carefully these
materials, which together set forth the terms and conditions of the tender
offer, before determining whether to tender your units. If you desire additional
copies of the materials, please contact MacKenzie Partners, Inc., the
information agent for the tender offer, at (212) 929-5500 (call collect) or
(800) 322-2885 (toll free).
For the convenience of registered unitholders, another copy of the Letter
of Transmittal, which may be used by them to tender units, is enclosed. If your
units are held in the name of a brokerage firm or bank, you must contact your
broker or financial advisor to tender your units. Unitholders who have already
tendered their units need not complete another Letter of Transmittal or take any
additional action for their units to be tendered.
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Unitholders who wish to tender their units are urged to act promptly.
Any questions or requests for assistance or additional copies of the Offer
to Purchase, the Supplements thereto, the Letter of Transmittal, and other
related materials may be directed to MacKenzie Partners by telephone
at (212) 929-5500 (call collect) or (800) 322-2885 (toll free).
Very truly yours,
/s/ Mark L. Pacala
Mark L. Pacala
Chairman of the Board and
Chief Executive Officer
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For Information Contact:
Dennis L. Lehman
Chief Financial Officer
(703) 277-7036 AMEX : FRL
FOR IMMEDIATE RELEASE
November 13, 1995, Fairfax, Virginia
FORUM RETIREMENT PARTNERS REPORTS THIRD QUARTER RESULTS
Forum Retirement Partners, L.P. (the "Partnership"), a Washington, D.C. area
- -based retirement community ("RC") master limited partnership, today announced
results of operations for the quarter and nine months ended September 30, 1995:
Quarter Ended Nine Months Ended
September 30, September 30,
(in thousands) (in thousands)
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1995 1994 1995 1994
Total revenues $ 12,487 $12,094 $37,098 $34,855
Net income 24 196 183 301
Average number of units outstanding 15,285 15,285 15,285 15,285
Net income per limited partners unit $0.00 $0.01 $0.01 $0.02
A Partnership spokesperson said, "The operating performance of the Partnership
was significantly ahead of the prior year for the nine months ended
September 30, 1995 after excluding the benefit of a favorable adjustment to
workers compensation insurance costs of $786,000 in 1994. Our operating
performance for the comparative three-month period was adversely effected by the
significant underperformance at one of our RC's which had an earnings decline of
$234,000 in the comparative quarter, principally due to declining occupancy. We
are aggressively implementing plans in an effort to increase occupancy and
enhance operating performance at this RC. Additionally, we are seeking to
devise ongoing profit improvement plans at many of our other RC's."
Forum Group, Inc. ("Forum Group"), the parent company of the Partnership's
General Partner, has commenced a $2.83 per unit cash tender offer to purchase
any and all outstanding preferred depositary units representing preferred
limited partners' interests in the Partnership not already beneficially owned by
Forum Group. Immediately prior to the commencement of the tender offer, Forum
Group beneficially owned approximately 61.7% of the outstanding units. The
tender offer has been extended, as previously announced today, and is currently
scheduled to expire at 12:00 Midnight, New York City time, on Friday,
December 1, 1995, unless the tender offer is further extended.
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