-----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, E8Mq+xh9Q3pi/BRtWRQ7TztIcS+JvCcplv5cq0M7FPGIAqgLXou468bG/pWMRdQz ywbIKF4ofCZvBQ79EnsRGQ== 0000928385-96-000784.txt : 19960624 0000928385-96-000784.hdr.sgml : 19960624 ACCESSION NUMBER: 0000928385-96-000784 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960621 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30915 FILM NUMBER: 96584014 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 13D/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 13D/A 1 AMENDMENT NO. 5 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. 5) (Final Amendment) FORUM GROUP, INC. (Name of Issuer) Common Stock, Without Par Value (Title of Class of Securities) 349841304 --------------- (CUSIP Number of Class of Securities) Edward L. Bednarz, Esq. Copy to: Forum Group, Inc. Jeffrey J. Rosen, Esq. (as successor in interest O'Melveny & Myers LLP to FG Acquisition Corp.) 555 13th Street, N.W., Suite 500W Marriott International, Inc. Washington, D.C. 20004-1109 10400 Fernwood Road (202) 383-5300 Bethesda, Maryland 20817 (301) 380-9555 (Name, address and telephone number of person authorized to receive notices and communications) June 12, 1996 ------------- (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. (Continued on following pages) (Page 1 of 8 Pages) - -------------------------------------------------------------------------------- CUSIP NO. Schedule 13D 349841304 PAGE 2 OF 8 PAGES - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES NONE -------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED NONE -------------------------------- BY EACH 9 SOLE DISPOSITIVE POWER REPORTING NONE -------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER NONE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON NONE - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CUSIP NO. Schedule 13D PAGE 3 OF 8 349841304 - ------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER -------------------------------- SHARES 100 SHARES OF COMMON STOCK -------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED NONE -------------------------------- BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 100 SHARES OF COMMON STOCK -------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER NONE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 SHARES OF COMMON STOCK - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 100% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO, HC - ------------------------------------------------------------------------------- This Amendment No. 5 (Final Amendment) to Schedule 13D amends and supplements the Schedule 13D of FG Acquisition Corp., an Indiana corporation (the "Purchaser") and a wholly-owned indirect subsidiary of Marriott International, Inc., a Delaware corporation ("Parent"), and of Parent. The original Schedule 13D was filed with the Securities and Exchange Commission (the "Commission") on February 28, 1996. Subsequent amendments to the Schedule 13D have been filed in conjunction with amendments to the Tender Offer Statement on Schedule 14D-1 of Forum Group, Inc., an Indiana corporation (the "Company"). The Schedule 14D-1 was initially filed with the Commission on February 23, 1996 with respect to the tender offer (the "Offer") by the Purchaser for all of the outstanding shares of Common Stock, without par value (the "Shares"), of the Company. The Offer was made pursuant to an Agreement and Plan of Merger dated as of February 15, 1996 (the "Merger Agreement") by and among the Company, the Purchaser and Parent. Capitalized terms not defined herein have the meanings assigned thereto in the Schedule 14D-1, as amended, 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 hereby amend and supplement the Schedule 13D as follows: ITEM 5 INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Items 5(a)-(c) and (e) are hereby amended and supplemented by the addition of the following paragraphs thereto: (a)-(b) The information set forth in rows 7 through 11 of each Cover Page of this Amendment No. 5 (Final Amendment) to Schedule 13D is incorporated herein by reference. (c) On June 12, 1996, pursuant to the terms and conditions of the Merger Agreement, the Purchaser was merged with and into the Company such that the Company became a wholly-owned indirect subsidiary of the Parent and the Purchaser ceased to exist as an independent entity (the "Merger"). Each Share issued and outstanding immediately prior to the Effective Time (other than Shares held in the treasury of the Company or held by any wholly-owned Subsidiary of the Company or held by Parent or any wholly-owned Subsidiary of Parent, and other than Dissenting Shares) was, by virtue of the Merger, converted into the right to receive $13.00 in cash. Each Share held in the treasury of the Company or by any wholly-owned Subsidiary of the Company and each Share held by Parent or any wholly-owned Subsidiary of Parent immediately prior to the Effective Time was, by virtue of the Merger, cancelled and retired and ceased to exist. Simultaneously, each share of the common stock, without par value, of Purchaser was, by virtue of the Merger, converted into one share of the common stock of the Company. Accordingly, Parent indirectly owns 100 shares of the common stock of the Company, which is 100% of the outstanding common stock thereof. In addition, a Form 15 has been filed with the Commission on June 13, 1996 in order to deregister the common stock of the Company. A press release relating to the foregoing is filed as Exhibit (a)(13) to the Schedule 13D and is incorporated herein by reference. 4 (e) By virtue of the Merger, Purchaser ceased to exist and so is no longer is a beneficial owner of the Company. 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)(13) Press Release issued by Parent dated June 13, 1996. 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: June 20, 1996 FORUM GROUP, INC. (as successor in interest to FG Acquisition Corp.) By: /s/ Edward L. Bednarz ----------------------------------- Name: Edward L. Bednarz Title: Vice President 6 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: June 20, 1996 MARRIOTT INTERNATIONAL, INC. By: /s/ Joseph Ryan ----------------------------------- Name: Joseph Ryan Title: Executive Vice President 7 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- Exhibit (a)(13) Press Release issued by Parent dated June 13, 1996. 8 EX-99 2 EXHIBIT (A) (13) - PRESS RELEASE EXHIBIT 99 PRESS RELEASE DATED JUNE 13, 1996 MARRIOTT INTERNATIONAL COMPLETES ACQUISITION OF FORUM GROUP WASHINGTON, D.C., June 13, 1996 -- Marriott International, Inc. said today that it has completed the acquisition of Forum Group, Inc. and merged it with Marriott's Senior Living Services business. As a result of the merger, Forum now is a wholly owned subsidiary of Marriott. As previously announced, the transaction involved a total consideration of $605 million, including outstanding Forum debt. Marriott acquired over 99% of Forum's stock in March 1996. The remaining Forum shareholders received a total of $2.6 million, or $13 per share, representing the same per-share price paid to other Forum shareholders in March 1996. The merger of Forum and Marriott Senior Living Services creates the nation's largest operator of senior housing and health care services in the quality tier. Combined, Marriott Senior Living Services now operates 69 retirement communities with more than 14,500 residential units or nursing beds. William J. Shaw, executive vice president of Marriott International and president of the Marriott Service Group, said, "We are very pleased to complete the merger of Forum's successful senior housing operations with Marriott Senior Living Services. The combination of these two businesses positions Marriott as the industry leader, and will allow us to provide a broad range of products and services to a growing population of seniors." In addition to Marriott's full-service and Brighton Gardens assisted living communities, the company now will provide seniors with alternative product offerings developed by Forum. These include 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 will continue Forum's planned expansion program, adding 1,000 units or nursing beds to existing full-service communities. Marriott also plans to have over 100 Brighton Gardens assisted living communities by the year 2000. It is estimated that in this decade alone, the number of 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., the world's leading hospitality company, manages or franchises over 1,000 lodging properties and provides food service, facilities management and other services to 3,200 business, healthcare and education accounts. A leader in senior housing and vacation ownership resorts, the company is also a major operator of conference centers and one of the largest limited line food service distributors in the United States. Marriott International brands include Marriott Hotels, Resorts and Suites; Courtyard; Residence Inn; Fairfield Inn; TownePlace Suites; Marriott Vacation Club International; and Ritz-Carlton (of which Marriott owns a 49% interest). With operations in 26 countries and over 179,000 employees, Marriott International has annual sales of $9 billion. The company is headquartered in Washington, D.C. # # # -----END PRIVACY-ENHANCED MESSAGE-----