-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qb+4xkGYb4ko74H56lnHTKhhCJPcFTBLcSiyaKkFBVrFLVoEPS5fyQMV9bot+MuD Lxo3lGpjIZ0NXKZ6I085ug== 0000033939-95-000005.txt : 19950928 0000033939-95-000005.hdr.sgml : 19950927 ACCESSION NUMBER: 0000033939-95-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950925 SROS: AMEX SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FORUM RETIREMENT PARTNERS L P CENTRAL INDEX KEY: 0000804752 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SOCIAL SERVICES [8300] IRS NUMBER: 351686799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41402 FILM NUMBER: 95575946 BUSINESS ADDRESS: STREET 1: 8900 KEYSTONE CROSSING STE 200 STREET 2: PO BOX 40498 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3178460700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FORUM GROUP INC CENTRAL INDEX KEY: 0000033939 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SOCIAL SERVICES [8300] IRS NUMBER: 610703072 STATE OF INCORPORATION: IN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8900 KEYSTONE CROSSING STE 200 STREET 2: P O BOX 40498 CITY: INDIANAPOLIS STATE: IN ZIP: 46240-0498 BUSINESS PHONE: 3178460700 MAIL ADDRESS: STREET 1: 8900 KEYSTONE CROSSING STE 200 STREET 2: PO BOX 40498 CITY: INDIANAPOLIS STATE: IN ZIP: 46240-0498 FORMER COMPANY: FORMER CONFORMED NAME: EXCEPTICON INC DATE OF NAME CHANGE: 19810909 FORMER COMPANY: FORMER CONFORMED NAME: GUARDIAN CARE CORP DATE OF NAME CHANGE: 19720615 0000033939-95-000005.txt : 19950927 0000033939-95-000005.hdr.sgml : 19950927 ACCESSION NUMBER: 0000033939-95-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950925 SROS: AMEX SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FORUM RETIREMENT PARTNERS L P CENTRAL INDEX KEY: 0000804752 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SOCIAL SERVICES [8300] IRS NUMBER: 351686799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41402 FILM NUMBER: 95575946 BUSINESS ADDRESS: STREET 1: 8900 KEYSTONE CROSSING STE 200 STREET 2: PO BOX 40498 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3178460700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FORUM GROUP INC CENTRAL INDEX KEY: 0000033939 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SOCIAL SERVICES [8300] IRS NUMBER: 610703072 STATE OF INCORPORATION: IN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8900 KEYSTONE CROSSING STE 200 STREET 2: P O BOX 40498 CITY: INDIANAPOLIS STATE: IN ZIP: 46240-0498 BUSINESS PHONE: 3178460700 MAIL ADDRESS: STREET 1: 8900 KEYSTONE CROSSING STE 200 STREET 2: PO BOX 40498 CITY: INDIANAPOLIS STATE: IN ZIP: 46240-0498 FORMER COMPANY: FORMER CONFORMED NAME: EXCEPTICON INC DATE OF NAME CHANGE: 19810909 FORMER COMPANY: FORMER CONFORMED NAME: GUARDIAN CARE CORP DATE OF NAME CHANGE: 19720615 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 6) Under the Securities Exchange Act of 1934 Forum Retirement Partners, L.P. ------------------------------- (Name of Issuer) Partnership Preferred Depositary Units -------------------------------------- (Title of Class of Securities) 349 851 105 -------------- (CUSIP Number) Forum Group, Inc. 11320 Random Hills Road, Suite 400 Fairfax, Virginia 22070 Attention: Mark L. Pacala (703) 277-7000 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 22, 1995 ------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. Page 1 of 7 Pages Index to Exhibits on Page 5 This Amendment No. 6 amends and supplements the Statement on Schedule 13D filed on August 24, 1993 (as heretofore amended and supplemented, the "Schedule 13D"), by Forum Group, Inc., an Indiana corporation. Capitalized terms used herein not otherwise defined have the respective meanings ascribed to them in the Schedule 13D. Item 4. Purpose of Transaction. ----------------------- Item 4 is hereby amended by adding the following at the end thereof: On September 25, 1995, FGI issued a press release publicly announcing its decision to commence a tender offer to purchase the outstanding Units not owned by FGI at $2.50 per Unit. The full text of the press release is filed as Exhibit 10 hereto and incorporated herein by this reference. Item 7. Materials to be Filed as Exhibits. ---------------------------------- Exhibit 10 Press Release issued on September 25, 1995 -2- SIGNATURE After reasonable 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 and agrees that this statement may be filed jointly with Forum A/H, Inc. Dated: September 25, 1995 FORUM GROUP, INC. By:/s/ Troy B. Lewis ----------------- Troy B. Lewis, Attorney-in-fact* - --------------------- * Pursuant to a Power of Attorney executed on behalf of FGI and previously filed as Exhibit 7 to the Schedule 13D. -3- SIGNATURE After reasonable 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 and agrees that this statement may be filed jointly with Forum Group, Inc. Dated: September 25, 1995 FORUM A/H, INC. By:/s/ Troy B. Lewis ----------------- Troy B. Lewis, Attorney-in-fact* - --------------------- * Pursuant to a Power of Attorney executed on behalf of Forum A/H and previously filed as Exhibit 7 to the Schedule 13D. -4- INDEX TO EXHIBITS ----------------- Sequential Exhibit Description Page Number ------- ----------- ----------- 10 Press Release issued on 6 September 25, 1995 -5- FOR IMMEDIATE RELEASE For Information Contact: Dennis Lehman, CFO (703) 277-7036 FORUM GROUP ANNOUNCES $2.50 TENDER OFFER FOR FORUM RETIREMENT PARTNERS UNITS Fairfax, Virginia, September 25, 1995 - Forum Group, Inc. (NASDAQ Small Cap: FOUR) announced today that on Friday, September 22, 1995, it delivered a letter to the members of the Board of Directors of Forum Retirement, Inc., the general partner of Forum Retirement Partners, L.P. (AMEX: FRL), advising them of FGI's decision to commence an offer to purchase the FRP limited partners' interests not owned by FGI at $2.50 per unit. The body of the letter was as follows: "We are pleased to advise you that Forum Group, Inc. has decided to initiate a tender offer to acquire, subject to certain conditions, preferred depositary units representing limited partners' interests in Forum Retirement Partners, L.P. at $2.50 per unit, net to the seller in cash. The decision was made at a meeting of the Executive Committee of FGI's Board of Directors earlier this evening. We expect to make a public announcement with respect thereto prior to the commencement of trading on Monday, September 25th, and will furnish your counsel the formal tender offer documentation as soon as reasonably possible. Assuming that the tender offer is publicly announced on September 25, 1995, it would be required to be formally commenced by not later than October 2, 1995. In the event that the tender offer were commenced on that date, the expiration date would be October 31, 1995 and the Schedule 14D-9 would be required to be filed on October 17, 1995. We believe that the $2.50 per unit tender offer price is fair to unitholders who desire liquidity. The $2.50 per unit price represents a 29% premium over the closing sales price for units on the AMEX yesterday and a 26% premium to the average closing sales price for units on the AMEX over the 30 calendar days. Finally, while the tender -6- offer permits unitholders who desire liquidity to sell their units at a substantial premium to market prices, it will also permit unitholders who wish to maintain all or a portion of their investment in FRP to do so. Accordingly, we trust that you will decide to support the tender offer. We are, of course, available to discuss any aspect of our tender offer with you at your convenience." Forum Group presently owns approximately 61.7% of the total number of units outstanding. The tender offer will be made pursuant to an offer to purchase and related documentation, which are expected to be mailed to unitholders shortly. # # # -7- -----END PRIVACY-ENHANCED MESSAGE-----