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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 1)
FORUM RETIREMENT PARTNERS, L.P.
(Name of Issuer)
FORUM GROUP, 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.
Calculation of Filing Fee
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Transaction valuation Amount of Filing Fee
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$16,576,603.31* $3,315.32
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* 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 $2.83 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: $3,315.32 Filing Parties: Forum Group, Inc.
Form or Registration No.: Schedule 14D-1 and Amendment Forum A/H, Inc.
No. 1 to Schedule 14D-1 Dates Filed: October 2 and 16, 1995
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This Amendment No. 1 (this "Amendment") supplements and amends the
Rule 13E-3 Transaction Statement (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"), Supplement
dated October 16, 1995 (the "Supplement") to the Offer to Purchase and the
related Letter of Transmittal. A copy of the Supplement is filed by the
Purchaser as Exhibit (a)(9) to Amendment No. 1 to Schedule 14D-1 Tender Offer
Statement which was filed by the Purchaser with the Securities and Exchange
Commission (the "Commission") contemporaneously with this Amendment.
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
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Item 3 Item 3
Item 4(a) *
Item 6(a) Item 4(a)
Item 8(a)-(b) *
Item 8(d)-(e) *
Item 9 *
Item 12 *
Item 17(b) *
Item 17(d) *
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* The information requested by this Item is not required
to be included in the Schedule 14D-1.
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ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
Item 3 of the Schedule 13E-3 is hereby supplemented and amended by
adding the following:
The answer to Item 3 of the Schedule 14D-1 is incorporated herein by
reference.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule 13E-3 is hereby supplemented and amended by
adding the following:
(a) The information set forth in "Increase in the Offer Price" and
"Extension of the Offer" in the Supplement is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 6 of the Schedule 13E-3 is hereby supplemented and amended by
adding the following:
(a) The answer to Item 4(a) of the Schedule 14D-1 is incorporated
herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
Item 8 of the Schedule 13E-3 is hereby supplemented and amended by
adding the following:
(a)-(b) and (d)-(e) The information set forth in "Additional Special
Factors" in the Supplement is incorporated herein by reference. In addition,
pursuant to General Instruction D to Schedule 13E-3, the information set forth
in Item 4 in the Partnership's Schedule 14D-9 Solicitation/Recommendation
Statement (the "Schedule 14D-9"), a copy of which is filed as Exhibit (d)(11)
hereto, is incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
Item 9 of the Schedule 13E-3 is hereby supplemented and amended by
adding the following:
(a)-(c) The information set forth in "Additional Special Factors" in
the Supplement is incorporated herein by reference. In addition, pursuant to
General Instruction D to Schedule 13E-3, the information set forth in Item 4 in
the Schedule 14D-9 is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION.
Item 12 of the Schedule 13E-3 is hereby supplemented and amended by
adding the following:
(a)-(b) The information set forth in "Certain Other Matters Relevant
to the Offer" in the Supplement is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Schedule 13E-3 is hereby supplemented and amended by
adding the following exhibits:
99.(b) (1) Opinion of Robert A. Innamorati & Co. delivered to the
Special Committee (included as Annex A to the Schedule
14D-9)
99.(b) (2) Presentation to the Special Committee delivered by
Robert A. Innamorati & Co. on October 13, 1995
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99.(d) (9) Supplement dated October 16, 1995 to the Offer to Purchase
dated October 2, 1995
99.(d)(10) Text of Press Release issued by the Purchaser on
October 16, 1995
99.(d)(11) Schedule 14D-9 Solicitation/Recommendation Statement dated
October 16, 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: October 16, 1995
FORUM GROUP, INC.
By Troy B. Lewis
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Troy B. Lewis,
Attorney-in-Fact*
*Pursuant to a Power of Attorney
previously filed with the
Securities and Exchange Commission
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INDEX TO EXHIBITS
EXHIBITS
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99.(b) (1) Opinion of Robert A. Innamorati & Co. delivered to the FRI
Board (included as Annex A to the Schedule 14D-9)
99.(b) (2) Presentation to the Special Committee delivered by Robert A.
Innamorati & Co. on October 13, 1995
99.(d) (9) Supplement dated October 16, 1995 to the Offer to Purchase
dated October 2, 1995
99.(d)(10) Text of Press Release issued by the Purchaser on
October 16, 1995
99.(d)(11) Schedule 14D-9 Solicitation/Recommendation Statement dated
October 16, 1995
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