SC 14D1/A

 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 14D-1
                               (Amendment No. 2)
                   Tender Offer Statement Pursuant to Section
                14(d)(1) of the Securities Exchange Act of 1934
                                      and
                                  SCHEDULE 13D
                   under the Securities Exchange Act of 1934
                               (Amendment No. 1)

                               FORUM GROUP, INC.
                           (Name of Subject Company)

                              FG ACQUISITION CORP.
                          MARRIOTT INTERNATIONAL, INC.
                                   (Bidders)

                        Common Stock, Without Par Value
                         (Title of Class of Securities)

                                     349841304
                                  ---------------
                     (CUSIP Number of Class of Securities)

              Edward L. Bednarz, Esq.                      Copy to:
              F.G. Acquisition Corp.                Jeffrey J. Rosen, Esq.
           Marriott International, Inc.                O'Melveny & Myers
                10400 Fernwood Road            555 13th Street, N.W., Suite 500W
             Bethesda, Maryland 20817             Washington, D.C. 20004-1109
                  (301) 380-9555                        (202) 383-5300
 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
             on Behalf of Bidders)

                            February 20 and 21, 1996
                            ------------------------
        Date of Event(s) which require filing Statement on Schedule 13D

                          CALCULATION OF FILING FEE 
- --------------------------------------------------------------------------------
Transaction Valuation/1/: $305,194,175   Amount of Filing Fee/2/: $61,039
- --------------------------------------------------------------------------------

/1/  For purposes of calculating the filing fee only.  This calculation assumes
     the purchase of (i) all outstanding shares of Common Stock of Forum Group,
     Inc., (ii) all shares of Common Stock of Forum Group, Inc. issuable
     pursuant to Stock Options vested as of February 15, 1996, and (iii) all
     shares of Common Stock of Forum Group, Inc. issuable upon exercise of
     outstanding warrants (other than warrants which are to be cancelled
     pursuant to agreements with the holders thereof), in each case at $13.00
     net per share in cash.

/2/  The amount of the filing fee, calculated in accordance with Rule 0-11(d) of
     the Securities Exchange Act of 1934, as amended, equals 1/50th of one
     percent of the aggregate value of cash offered by FG Acquisition Corp. for
     such shares.

[X]  CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2)
     AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
     IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM
     OR SCHEDULE AND THE DATE OF ITS FILING.

                                                
     Amount previously paid:  $61,039             Filing Party:  FG Acquisition Corp.
                                                                 Marriott International, Inc.
     Form or registration no.:  Schedule 14D-1    Date Filed:  February 23, 1996
 
 
                        (CONTINUED ON FOLLOWING PAGE(S))
                              (Page 1 of 6 pages)

 
         This Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1
    and Amendment No. 1 to Schedule 13D (together with the Schedule 14D-1, the
    "Schedule 14D-1") amends and supplements the Schedule 14D-1 of FG
    Acquisition Corp., an Indiana corporation (the "Purchaser") and a wholly
    owned indirect subsidiary of Marriott International, Inc., a Delaware
    corporation ("Parent"), in respect of the tender offer (the "Offer") by the
    Purchaser for all of the outstanding shares of Common Stock, without par
    value (the "Shares"), of Forum Group, Inc. (the "Company"). The Offer is
    being made pursuant to an Agreement and Plan of Merger dated as of February
    15, 1996 by and among the Company, the Purchaser and Parent. The Schedule
    14D-1 was initially filed with the Securities and Exchange Commission (the
    "Commission") on February 23, 1996, and the Schedule 13D was initially filed
    with the Commission on February 28, 1996. Capitalized terms not defined
    herein have the meanings assigned thereto in the Schedule 14D-1 and the
    Offer to Purchase, dated February 23, 1996, which is attached as Exhibit
    (a)(9) to the Schedule 14D-1.

         In connection with the foregoing, the Purchaser and Parent are hereby
    amending and supplementing the Schedule 14D-1 as follows:

    ITEM 10.  ADDITIONAL INFORMATION

         Item 10(b)-(c) is hereby amended and supplemented by the addition of
    the following paragraph thereto:

         The waiting period under the HSR Act applicable to the purchase of the
    Shares pursuant to the Offer expired as of 11:59 P.M. on March 6, 1996.
    Accordingly, the condition to the Offer requiring the expiration or
    termination of any applicable waiting period under the HSR Act prior to the
    expiration of the Offer has been satisfied.  A press release relating to the
    foregoing is filed as Exhibit (a)(10) to the Schedule 14D-1 and is
    incorporated herein by reference.

    ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

         Item 11 is hereby amended and supplemented by the addition of the
    following exhibit thereto:

      Exhibit (a)(10)  Press Release issued by the Purchaser and Parent dated
                       March 7, 1996.

                                       2

 
                                   SIGNATURE

      After due 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: March 7, 1996          FG ACQUISITION CORP.
 
                                  By: /s/ G. Cope Stewart III

                                  -----------------------------------
                                  Name:  G. Cope Stewart III
                                  Title: Vice President

                                       3

 
                                   SIGNATURE
                                        
      After due 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: March 7, 1996          MARRIOTT INTERNATIONAL, INC.

                                  By: /s/ Joseph Ryan

                                  -----------------------------------
                                  Name:  Joseph Ryan
                                  Title: Executive Vice President

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                                 EXHIBIT INDEX
                                        

    EXHIBIT NO.       DESCRIPTION
    -----------       -----------

    Exhibit (a)(10)   Press Release issued by the Purchaser and Parent dated
                      March 7, 1996.

                                       5

EX-10.A

 
Exhibit (a)(10)

HART-SCOTT-RODINO CONDITION SATISFIED
FOR MARRIOTT INTERNATIONAL
ACQUISITION OF FORUM GROUP

WASHINGTON, D.C., March 7, 1996 - Marriott International, Inc. said today that 
the Hart-Scott-Rodino Antitrust Improvements Act condition has been satisfied 
regarding Marriott's previously announced tender offer to purchase all of the 
outstanding shares of common stock of Forum Group, Inc., for $13 per share in 
cash. The waiting period under the Act expired on March 6, 1996 without further 
action taken by the Department of Justice or the Federal Trade Commission.

      In February 1996, the two companies announced a definitive agreement under
which Marriott International would acquire Forum, one of the nation's leading 
operators of senior housing and merge it with Marriott's Senior Living Services 
business. Forum shareholders owning more than 90 percent of Forum's voting stock
have agreed to the proposed acquisition. The tender offer will remain open until
12:00 midnight on March 21, 1996, unless otherwise extended.

      Marriott International, Inc., based in Washington, D.C., is a diversified 
hospitality company involved in lodging and services management.



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