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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d) of the Securities Exchange Act of 1934
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FORUM RETIREMENT PARTNERS, L.P.
(Name of Subject Company)
FORUM RETIREMENT, INC.
FORUM RETIREMENT PARTNERS, L.P.
(Name of Persons Filing Statement)
PREFERRED DEPOSITARY UNITS REPRESENTING
PREFERRED LIMITED PARTNERS' INTERESTS
(Title of Class of Securities)
349 851 105
(CUSIP Number of Class of Securities)
RICHARD A. HUBER
SECRETARY
FORUM RETIREMENT, INC.
11320 RANDOM HILLS ROAD
SUITE 400
FAIRFAX, VIRGINIA 22030
(703) 277-7000
(Name, address and telephone number of person authorized to receive notice
and communications on behalf of person filing statement)
With a copy to:
Jeffery B. Floyd, Esq.
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2300
Houston, Texas 77002
(713) 758-2222
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AMENDMENT NO. 1 TO
SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9
This Amendment No. 1 to Solicitation/Recommendation Statement on
Schedule 14D-9 (this "Amendment") is an amendment of the
Solicitation/Recommendation Statement on Schedule 14D-9 filed October 16, 1995
(the "Schedule 14D-9), by Forum Retirement Partners, L.P., a Delaware limited
partnership (the "Partnership"), and Forum Retirement, Inc., the sole general
partner of the Partnership and a Delaware corporation (the "General Partner"),
relating to the tender offer made by Forum Group, Inc., an Indiana corporation
("Forum Group"), to purchase any and all of the issued and outstanding Units
not beneficially owned by it. All capitalized terms used in this Amendment and
not defined herein have the meanings set forth in the Schedule 14D-9.
Certain portions of Exhibit 19 previously filed with the Commission
were inadvertently omitted. A complete copy of such exhibit is filed
herewith.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
1. - Offer to Purchase (incorporated by reference to Exhibit
(a)(1) to Forum Group's Schedule 14D-1 dated October 2,
1995).
2. - Supplement to Offer to Purchase (incorporated by reference
to Exhibit (a)(9) to Forum Group's Amendment No. 1 to
Schedule 14D-1 dated October 16, 1995).
3. - Letter of Transmittal (incorporated by reference to Exhibit
(a)(2) to Forum Group's Schedule 14D-1 dated October 2,
1995).
4. - Letter to Unitholders dated October 16, 1995.
5. - Press release dated October 16, 1995 (incorporated by
reference to Exhibit (a)(10) to Forum Group's Amendment No.
1 to Schedule 14D-1 dated October 16, 1995).
6. - Fairness opinion of Robert A. Innamorati & Co. dated
October 13, 1995 (attached as Annex A hereto).
7. - Form of Indemnification Agreement between Forum Group and
the directors and officers of the General Partner.
8. - Form of Indemnification Agreement between Forum Retirement,
Inc .and its directors.
9. - 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")).
10. - 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).
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11. - Recapitalization Agreement, dated as of October 6, 1994, by
and between Forum Group and the Partnership (incorporated
by reference to Exhibit 10(1) to the Partnership's Current
Report on Form 8-K dated October 12, 1993).
12. - Letter Agreement, dated December 14, 1993, by and among
Forum Group, 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).
13. - 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 Painters, L.P., and
Forum Group (incorporated by reference to Exhibit 10(1) to
the Form S-2).
14. - First Amendment to the Management Agreement, dated as of
September 20, 1986 (incorporated by reference to Exhibit
10(2) to the Form S-2).
15. - Second Amendment to the Management Agreement, dated as of
September 20, 1989 (incorporated by reference to Exhibit
10(3) to the Form S-2).
16. - Third Amendment to the Management Agreement, dated as of
May 27, 1992 (incorporated by reference to Exhibit 10(4) to
the Form S-2).
17. - Fourth Amendment to the Management Agreement, dated as of
November 9, 1993 (incorporated by reference to Exhibit
10(5) to the Form S-2).
18. - Option Agreement, dated as of December 29, 1986, by and
among Forum Group, Inc., the Partnership, and Operations
(incorporated by reference to Exhibit 2(1) to the Form
S-2).
* 19. - Presentation to the Special Committee of the Board of
Directors of the General Partner of the
Partnership delivered by Robert A. Innamorati & Co. on
October 13, 1995.
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* Filed herewith
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SIGNATURE
After reasonable 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.
Dated: October 17, 1995
FORUM RETIREMENT PARTNERS, L.P.
By: Forum Retirement, Inc.
its General Partner
By: /s/ Richard A. Huber
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Richard A. Huber
Secretary
FORUM RETIREMENT, INC.
By: /s/ Richard A. Huber
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Richard A. Huber
Secretary
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EXHIBIT INDEX
1. - Offer to Purchase (incorporated by reference to Exhibit
(a)(1) to Forum Group's Schedule 14D-1 dated October 2,
1995).
2. - Supplement to Offer to Purchase (incorporated by reference
to Exhibit (a)(9) to Forum Group's Amendment No. 1 to
Schedule 14D-1 dated October 16, 1995).
3. - Letter of Transmittal (incorporated by reference to Exhibit
(a)(2) to Forum Group's Schedule 14D-1 dated October 2,
1995).
4. - Letter to Unitholders dated October 16, 1995.
5. - Press release dated October 16, 1995 (incorporated by
reference to Exhibit (a)(10) to Forum Group's Amendment No.
1 to Schedule 14D-1 dated October 16, 1995).
6. - Fairness opinion of Robert A. Innamorati & Co. dated
October 13, 1995 (attached as Annex A hereto).
7. - Form of Indemnification Agreement between Forum Group and
the directors and officers of the General Partner.
8. - Form of Indemnification Agreement between Forum Retirement,
Inc .and its directors.
9. - 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")).
10. - 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).
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11. - Recapitalization Agreement, dated as of October 6, 1994, by
and between Forum Group and the Partnership (incorporated
by reference to Exhibit 10(1) to the Partnership's Current
Report on Form 8-K dated October 12, 1993).
12. - Letter Agreement, dated December 14, 1993, by and among
Forum Group, 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).
13. - 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 Painters, L.P., and
Forum Group (incorporated by reference to Exhibit 10(1) to
the Form S-2).
14. - First Amendment to the Management Agreement, dated as of
September 20, 1986 (incorporated by reference to Exhibit
10(2) to the Form S-2).
15. - Second Amendment to the Management Agreement, dated as of
September 20, 1989 (incorporated by reference to Exhibit
10(3) to the Form S-2).
16. - Third Amendment to the Management Agreement, dated as of
May 27, 1992 (incorporated by reference to Exhibit 10(4) to
the Form S-2).
17. - Fourth Amendment to the Management Agreement, dated as of
November 9, 1993 (incorporated by reference to Exhibit
10(5) to the Form S-2).
18. - Option Agreement, dated as of December 29, 1986, by and
among Forum Group, Inc., the Partnership, and Operations
(incorporated by reference to Exhibit 2(1) to the Form
S-2).
* 19. - Presentation to the Special Committee of the Board of
Directors of the General Partner of the
Partnership delivered by Robert A. Innamorati & Co. on
October 13, 1995.
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* Filed herewith