-----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, MWKAs6GZkF3KExlGeYMB5qwi3OV7/VXBjLn8wFD2aFrfL7JvKwdwJBVBPTfVstdx hpBAvVKcn4jXWddPAoq4Ag== 0000914185-94-000046.txt : 19940713 0000914185-94-000046.hdr.sgml : 19940713 ACCESSION NUMBER: 0000914185-94-000046 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940712 SUBJECT COMPANY: 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-30915 FILM NUMBER: 94538578 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APOLLO FG PARTNERS LP CENTRAL INDEX KEY: 0000913747 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O APOLLO ADVISORS GROUP LP STREET 2: TWO MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9146948000 SC 13D/A 1 TECHNICAL AMENDMENT TO AMENDMENT NO. 5 Page 1 of 6 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D ________________________________________________________________________________ Under the Securities Exchange Act of 1934 (Amendment No. 5 )* FORUM GROUP, INC. ________________________________________________________________________________ (Name of Issuer) COMMON STOCK _______________________________________________________________________________ (Title of Class of Securities) 349841304 ___________________________________ (CUSIP Number) JOHN F. HARTIGAN, ESQ. MORGAN, LEWIS & BOCKIUS 801 SOUTH GRAND AVENUE, LOS ANGELES, CA 90017 (213) 612-2500 _______________________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 7, 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 the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 2 of 6 Pages SCHEDULE 13D CUSIP No. 349841304 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON APOLLO FG PARTNERS, L.P. _______________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / / (B) / / ________________________________________________________________________ 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 (e) / / ________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 SHARES OF COMMON STOCK ____________________________________________________ SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 16,429,550 SHARES OF COMMON STOCK EACH ____________________________________________________ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 7,068,171 SHARES OF COMMON STOCK WITH ___________________________________________________ 10 SHARED DISPOSITIVE POWER ________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,429,550 SHARES OF COMMON STOCK ________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / ________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 73.0% ________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 6 Pages STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OR 1934, AS AMENDED This statement is being filed on behalf of Apollo FG Partners, L.P. ("AFG"). This Amendment No. 5 supplements and amends the Statement on Schedule on 13D filed on December 1, 1993 (as heretofore amended and supplemented, the "Schedule 13D"). Capitalized terms used herein which are not otherwise defined are so used with the respective meanings ascribed to them in the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended by adding the following immediately prior to the last paragraph thereof: On July 7, 1994, AFG and Forum Holdings purchased 205,868 shares of Common Stock in a privately negotiated market transaction (the "July Stock Purchase"). The aggregate purchase price for the shares of Common Stock purchased by AFG and Forum Holdings in the July Stock Purchase was approximately $1,260,942. Of the 205,868 shares of Common Stock purchased in the July Stock Purchase, AFG individually purchased 102,934 shares of Common Stock for an aggregate purchase price of approximately $630,468. The funds required by AFG to pay the $630,468 purchase price for the shares of Common Stock purchased by it in the July Stock Purchase were obtained from the working capital of AFG. Item 4. Purpose of Transaction. Item 4 is hereby amended by adding the following immediately prior to the last paragraph thereof: AFG's principal purposes in consummating the transactions described in the pentultimate paragraph of item 3 were to (i) facilitate the acquisition by AFG of a significant equity interest in the Company and (ii) take advantage of what it perceived as an attractive investment opportunity pursuant to which it was able to increase its equity interest in the Company. Item 5. Interest in Securities of the Issuer. Page 4 of 6 Pages Item 5 is hereby amended and restated in its entirety as follows: The responses to Items 3, 4 and 6 are incorporated herein by this reference. AFG has previously been informed that 4,984 shares of Common Stock have been issued pursuant to the Plan of Reorganization. As a result of the issuance of such shares, AFG, Forum Holdings and Healthcare are presently entitled to purchase 2,304 shares of Common Stock, 2,304 shares of Common Stock and 1,152 shares of Common Stock, respectively, for nominal consideration upon exercise of the Investor Warrants. AFG has also been informed that immediately following the July Stock Purchase, Forum Holdings and Healthcare beneficially owned 7,068,171 shares of Common Stock (including 2,304 shares presently purchasable upon exercise of the Forum Holdings Warrants) and 2,293,208 shares of Common Stock (including 1,152 shares presently purchasable upon exercise of the Investor Warrants), respectively, or 31.4% and 10.2%, respectively, of the total number of shares of Common Stock then outstanding. Immediately following the July Stock Purchase, AFG was the direct beneficial owner of 7,068,170 shares of Common Stock (including 2,304 shares presently purchasable upon exercise of the Investor Warrants), or 31.4% of the total number of shares of Common Stock then outstanding. By reason of the relationships described in Item 2 above, each of the Reporting Persons may be deemed to be the beneficial owners of all such shares beneficially owned by AFG. As a result of the Shareholders' Agreement, AFG and each of the other Reporting Persons may be deemed to be the beneficial owner of all of the 16,429,550 shares of Common Stock beneficially owned by the Investors in the aggregate following the July Stock Purchase, or 73.0% of the total number of shares of Common Stock then outstanding. The foregoing percentages are based upon 22,505,869 shares of Common Stock outstanding (which number includes the 5,760 shares of Common Stock presently issuable upon exercise of the Investor Warrants). (Reference is made to such statements on Schedule 13D as have been or may be filed with the Securities and Exchange Commission by the other Investors for information regarding the other Investors and their respective ownership of shares of Common Stock.) As a result of provisions of the Shareholders' Agreement described in Item 6, the Reporting Persons may be deemed to have shared power to vote or direct the vote of all of the 16,429,550 shares of Common Stock owned by the Investors. The Reporting Persons have sole power to dispose or direct the disposition of 7,068,171 shares of Common Stock. -2- Page 5 of 6 Pages Except as otherwise disclosed in this Statement, the Reporting Persons disclaim beneficial ownership of any shares of Common Stock issuable upon exercise of the Forum Holdings Warrant or any other Investor Warrants. Except as otherwise disclosed in this Statement, none of the Reporting Persons has effected any transactions in shares of Common Stock issuable upon exercise of the Forum Holdings Warrant or any other Investor Warrants. Except as otherwise disclosed in this Statement, none of the Reporting Persons has effected any transactions in shares of Common Stock during the preceding 60 days. -3- Page 6 of 6 Pages 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: July 12, 1994 APOLLO FG PARTNERS, L.P. BY: APOLLO INVESTMENT FUND, L.P., Its General Partner BY: APOLLO ADVISORS, L.P., Its Managing General Partner BY: APOLLO CAPITAL MANAGEMENT, INC., Its General Partner By: /s/ Michael D. Weiner Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----