-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, jpKrjHzknibmhT/186gKetSz/OEGkcp3qkzb6OUqAsJMJM38ED0kFMnwXKVTaJTp S+leoE2l3Q/Tko/8ydfgWQ== 0000904103-94-000029.txt : 19940304 0000904103-94-000029.hdr.sgml : 19940304 ACCESSION NUMBER: 0000904103-94-000029 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940302 GROUP MEMBERS: FORUM A/H, INC. GROUP MEMBERS: FORUM GROUP INC GROUP MEMBERS: FORUM GROUP, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FORUM RETIREMENT PARTNERS L P CENTRAL INDEX KEY: 0000804752 STANDARD INDUSTRIAL CLASSIFICATION: 8300 IRS NUMBER: 351686799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 34 SEC FILE NUMBER: 005-41402 FILM NUMBER: 94514207 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: 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 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 SCHEDULE 13D, AMENDMENT 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3) 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. 8900 Keystone Crossing Suite 200 Indianapolis, Indiana 46240-0498 Attention: John H. Sharpe, Esq. (317) 846-0700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 28, 1994 (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 [ ]. SCHEDULE 13D CUSIP NO. 349 851 105 Page 2 of 7 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Forum Group, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Indiana 7 SOLE VOTING POWER NUMBER OF 1,940,268 Units SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 1,940,268 Units 10 SHARE DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,446,079 Units 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.2% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 349 851 105 Page 3 of 7 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Forum A/H, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 4,505,811 Units SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 4,505,811 Units 10 SHARE DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,446,079 Units 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.2% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 3 amends and supplements the Statement on Schedule 13D filed on August 24, 1993 by Forum Group, Inc., an Indiana corporation (the "Statement"), the Amendment No. 1 to the Statement filed on October 8, 1993 by Forum Group, Inc. and Forum A/H, Inc., a Delaware corporation and wholly owned subsidiary of Forum Group, Inc. ("Amendment No. 1") and the Amendment No. 2 to the Statement filed on December 29, 1993 ("Amendment No. 2") (the Statement, Amendment No. 1 and Amendment No. 2 are referred to herein as the "Schedule 13D"). 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 deleting the second through twelfth full paragraphs in their entirety and substituting the following therefor: As contemplated by the Recapitalization Agreement, the Partnership obtained $50.7 million in new financing (the "Nomura Loan") from Nomura Asset Capital Corporation. Pursuant to the Recapitalization Agreement, the proceeds of the Nomura Loan were used, together with other funds available to the Partnership, including the proceeds of the sale of Units to Forum A/H pursuant to the Recapitalization Agreement, to retire and repay existing indebtedness of the Partnership. Pursuant to the Recapitalization Agreement, the Partnership made a pro rata public offering (the "Offering") to holders of record of Units on October 18, 1993 (other than FGI and affiliates thereof) of 5,064,150 Units at the Initial Unit Price. As publicly announced by the Partnership on February 28, 1994, unitholders purchased at $2.00 per Unit a total of 1,994,189 Units in the Offering, for an aggregated purchase price of $3,998,378. Accordingly, in accordance with the terms of the Recapitalization Agreement, the Partnership repurchased from Forum A/H 1,994,189 Units at a price equal to the Initial Unit Price of $2.00 per unit. Forum A/H did not recognize a profit from such repurchase on its original capital contribution. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended by (i) incorporating the text of Item 4 of this Amendment No. 3 into Item 5 hereof and (ii) deleting the second and third full paragraphs in their entirety and substituting the following therefor: FGI directly owns 1,940,268 Units, constituting approximately 12.7% of the outstanding Units, and, subject to the Partnership Agreement and the pledge agreements described in Item 6 hereof, has sole power to vote or to direct the vote and to dispose or to direct the disposition of all of such Units. Forum A/H directly owns 4,505,811 Units, constituting approximately 29.5% of the outstanding Units, and, subject to the Partnership Agreement, has sole power to vote or to direct the vote and to dispose or to direct the disposition of all of such Units. By reason of the relationship described in Item 2 above, FGI may be deemed to beneficially own the Units directly owned by Forum A/H. Further, FGI and Forum A/H may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the Exchange Act. 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: March 1, 1994 FORUM GROUP, INC. By:/s/ Troy B. Lewis Troy B. Lewis, Attorney-in-fact* * Pursuant to a Power of Attorney executed on behalf of Forum Group, Inc. and filed as Exhibit 7 to Amendment No. 1. 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: March 1, 1994 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 filed as Exhibit 7 to Amendment No. 1. -----END PRIVACY-ENHANCED MESSAGE-----