-----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, SP76Kvm408BLTAl6hR3NIRX3GXjfvjuVo4tw5NGOg87SLeiGiKzK9GHxv66IMi+2 AU1G6ZVZuzvQ5WrFh76qhQ== 0000928385-96-000216.txt : 19960326 0000928385-96-000216.hdr.sgml : 19960326 ACCESSION NUMBER: 0000928385-96-000216 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960325 SROS: NYSE SUBJECT COMPANY: 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 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30915 FILM NUMBER: 96538201 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: MARRIOTT INTERNATIONAL INC CENTRAL INDEX KEY: 0000905036 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 520936594 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 10400 FERNWOOD RD CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3013803000 MAIL ADDRESS: STREET 1: 10400 FERNWOOD RD CITY: BETHESDA STATE: MD ZIP: 20817 SC 14D1/A 1 AMEND. NO. 5 TO SCHEDULE 14D-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-1 (Amendment No. 5) (Final Amendment) 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. 4) 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: FG 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 8 pages) Schedule 14D-1 - ---------------------------------------------------------------------------- CUSIP NO. 14D-1 PAGE 2 OF 8 PAGES -------- ----------------- 349841304 --------- - ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON FG ACQUISITION CORP. - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ---------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------------- 4 SOURCES OF FUNDS AF - ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] - ---------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION INDIANA - ---------------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,341,895 SHARES OF COMMON STOCK (INCLUDING 103,414 SHARES SUBJECT TO GUARANTEED DELIVERY PROCEDURES) - ---------------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] - ---------------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 99.1% - ---------------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON CO - ----------------------------------------------------------------------- 2 Schedule 14D-1 - ---------------------------------------------------------------------------- CUSIP NO. 14D-1 PAGE 3 OF 8 PAGES -------- ----------------- 349843104 --------- - ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON MARRIOTT INTERNATIONAL, INC. - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ---------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------------- 4 SOURCES OF FUNDS WC, BK - ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] - ---------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ---------------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,341,895 SHARES OF COMMON STOCK (INCLUDING 103,414 SHARES SUBJECT TO GUARANTEED DELIVERY PROCEDURES) - ---------------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES - ---------------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 99.1% - ---------------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON CO, HC - ----------------------------------------------------------------------- 3 This Amendment No. 5 (Final Amendment) to the Tender Offer Statement on Schedule 14D-1 and Amendment No. 4 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 6 INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 6(a)-(b) is hereby amended and supplemented by the addition of the following paragraph thereto: The Offer expired at 12:01 a.m., New York City time, on Saturday, March 23, 1996. The Purchaser and Parent issued a press release on Monday, March 25, 1996 in which it disclosed that the Depositary had informed it that 22,341,895 Shares (approximately 99.1% of the outstanding Shares) were tendered and not withdrawn pursuant to the Offer, of which 103,414 Shares were tendered pursuant to notices of guaranteed delivery. All Shares validly tendered and not withdrawn prior to the expiration of the Offer were accepted for payment. A press release related to the foregoing is filed as Exhibit (a)(12) 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)(12) Press Release issued by the Purchaser and Parent dated March 25, 1996. 4 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 25, 1996 FG ACQUISITION CORP. By: /s/ Edward L. Bednarz -------------------------- Name: Edward L. Bednarz Title: Vice President 5 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 25, 1996 MARRIOTT INTERNATIONAL, INC. By: /s/ Joseph Ryan --------------------------- Name: Joseph Ryan Title: Executive Vice President 6 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- Exhibit (a)(12) Press Release issued by the Purchaser and Parent dated March 25, 1996.
7 EX-99.A.12 2 PRESS RELEASE DATED MARCH 25, 1996 Exhibit (a)(12) MARRIOTT INTERNATIONAL COMPLETES TENDER OFFER FOR FORUM GROUP WASHINGTON, D.C., March 25, 1996 -- Marriott International, Inc. said today that it has completed the tender offer for Forum Group, Inc., acquiring over 99% of the company's stock for approximately $290 million. Forum's operations will be combined with Marriott's Senior Living Services business. As previously announced, the transaction will involve a total consideration of $605 million, including existing Forum debt. The remaining Forum shares will be acquired by Marriott upon the merger of Forum with a Marriott subsidiary. The merger is expected to be completed by June 1996. 22,341,895 shares of Forum's common stock were tendered, including 103,414 shares tendered pursuant to notices of guaranteed delivery. Marriott has accepted for payment all tendered Forum shares. William J. Shaw, executive vice president of Marriott International and president of the Marriott Service Group, said, "The merger of Forum with Marriott Senior Living Services strengthens our leadership position in senior housing, and expands the range of products and services we can provide to today's fastest growing segment of the population. It will provide additional growth opportunities as our aging population looks for quality retirement facilities." As a result of the completed tender offer, Marriott Senior Living Services now operates 69 facilities with more than 14,500 retirement community units or nursing beds. It is the nation's largest operator of senior housing and health care services in the quality tier. In addition to full-service and Brighton Gardens assisted living communities, Marriott now will provide seniors with alternative product offerings developed by Forum, including National Guest Homes, a moderate priced assisted living concept; Hearthside, which offers both assisted living and dementia-related care; and Health Care Industries, Inc., a provider of home health care services to residents in independent living communities. Marriott intends to continue Forum's planned expansion program, adding 1,000 units or nursing beds to existing full-service communities. Marriott also plans to have 100 Brighton Gardens assisted living communities by the year 2000. It is estimated that in this decade alone, Americans aged 85 and older will increase by some 43 percent, while those 75 and older will grow by approximately 29 percent. Marriott International, Inc., based in Washington, D.C., is a diversified hospitality company involved in lodging and services management. It had revenues of $9.0 billion in 1995. -----END PRIVACY-ENHANCED MESSAGE-----