-----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, BDDFB/0/Xdq6UiViIW4qexhXvnH6OamMUArFKEHtD2FdxqVL8Vu963YnsdvrE3Dd jcRdxb4e8s11hg7l7/E4Gg== 0000950109-95-000052.txt : 19950111 0000950109-95-000052.hdr.sgml : 19950111 ACCESSION NUMBER: 0000950109-95-000052 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950110 SROS: NASD GROUP MEMBERS: FORUM HOLDINGS L P GROUP MEMBERS: HAMPSTEAD ASSOCIATES, INC. GROUP MEMBERS: HH GENPAR PARTNERS GROUP MEMBERS: HRP MANAGEMENT II, LTD. GROUP MEMBERS: INCAP, INC. GROUP MEMBERS: RAW GENPAR, INC. 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: 95500866 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: FORUM HOLDINGS L P CENTRAL INDEX KEY: 0000913324 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4200 TEXAS COMMERCE TOWER WEST STREET 2: 2200 ROSS AVENUE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2142204900 SC 13D/A 1 SCHEDULE 13D/AMND 13 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 13) Under the Securities Exchange Act of 1934 Forum Group, Inc. ----------------- (Name of Issuer) Common Stock, Without Par Value ------------------------------- (Title of Class of Securities) 349841304 -------------- (CUSIP Number) Forum Holdings, L.P. 4200 Texas Commerce Tower West 2200 Ross Ave. Dallas, Texas 75201 Attention: Robert A. Whitman (214) 220-4900 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Robert A. Profusek, Esq. Jones, Day, Reavis & Pogue 599 Lexington Avenue New York, New York (212) 326-3939 January 9, 1995 ------------------------------------------ (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 [ ]. Page 1 of 17 Index to Exhibits on Page 14 SCHEDULE 13D CUSIP NO. 349841304 PAGE 2 OF 17 PAGES ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Forum Holdings, L.P. 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 (e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas 7 SOLE VOTING POWER 0 NUMBERS OF SHARES 8 SHARED VOTING POWER BENEFICIAL 18,856,406 LY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 9,428,203 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,856,406 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 81.3% 14 TYPE OF REPORTING PERSON* PN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 349841304 PAGE 3 OF 17 PAGES ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HRP Management II, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [_] b [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas 7 SOLE VOTING POWER 0 NUMBERS OF SHARES 8 SHARED VOTING POWER BENEFICIAL 18,856,406 LY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 9,428,203 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,856,406 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 81.3% 14 TYPE OF REPORTING PERSON* PN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 349841304 PAGE 4 OF 17 PAGES ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HH Genpar Partners 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [_] b [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas 7 SOLE VOTING POWER 0 NUMBERS OF SHARES 8 SHARED VOTING POWER BENEFICIAL 18,856,406 LY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 9,428,203 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,856,406 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 81.3% 14 TYPE OF REPORTING PERSON* PN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 349841304 PAGE 5 OF 17 PAGES ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hampstead Associates, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [_] b [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas 7 SOLE VOTING POWER 0 NUMBERS OF SHARES 8 SHARED VOTING POWER BENEFICIAL 18,856,406 LY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 9,428,203 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,856,406 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 81.3% 14 TYPE OF REPORTING PERSON* CO ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 349841304 PAGE 6 OF 17 PAGES ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RAW Genpar, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [_] b [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas 7 SOLE VOTING POWER 0 NUMBERS OF SHARES 8 SHARED VOTING POWER BENEFICIAL 18,856,406 LY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 9,428,203 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,856,406 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 81.3% 14 TYPE OF REPORTING PERSON* CO ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 349841304 PAGE 7 OF 17 PAGES ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON InCap, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [_] b [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas 7 SOLE VOTING POWER 0 NUMBERS OF SHARES 8 SHARED VOTING POWER BENEFICIAL 18,856,406 LY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 9,428,203 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,856,406 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 81.3% 14 TYPE OF REPORTING PERSON* CO ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 13 amends and supplements the Statement on Schedule 13D filed on February 11, 1993 (as heretofore amended and supplemented, the "Schedule 13D"), by Forum Holdings, L.P., a Texas limited partnership, and Investors Genpar, Inc., a Delaware corporation. Capitalized terms used herein which are not otherwise defined herein 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 January 9, 1995, Forum Holdings and AFG entered into an agreement (the "January Purchase Agreement") to purchase an aggregate of 1,316,712 shares of Common Stock in a privately negotiated transaction. Pursuant to the January Purchase Agreement, Forum Holdings individually agreed to purchase 658,356 shares for $4,690,786.50 in the aggregate, or $7.125 per share. The funds required by Forum Holdings for the transaction were obtained from working capital of Forum Holdings. Pursuant to the January Purchase Agreement, AFG agreed to purchase the other 658,356 shares of Common Stock. Item 4. Purpose of Transaction. ---------------------- Item 4 is hereby amended by adding the following at the end of the second paragraph thereof: Forum Holdings' principal purpose for the purchase of shares of Common Stock pursuant to the January Purchase Agreement was to take advantage of what it perceived as an attractive investment opportunity pursuant to which it could increase its equity interest in the Company. Item 5. Interest in Securities of the Issuer. ------------------------------------ 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. Forum Holdings has previously been informed that 4,984 shares of Common Stock have been issued pursuant to the Plan of Reorganization since the closing of Forum Holdings' initial investment in shares of Common Stock. As a result of the issuance of such shares, Forum Holdings and AFG are each presently entitled to purchase 2,880 shares of Common Stock for nominal consideration upon exercise of the Investor Warrants. Forum Holdings has also been informed that immediately following transactions contemplated by the January Purchase Agreement, AFG beneficially owned 9,428,203 8 shares of Common Stock (including (i) 2,880 shares presently purchasable upon exercise of Investor Warrants, (ii) 275,268 shares presently purchasable upon exercise of Warrants, and (iii) 74,804 shares presently purchasable upon exercise of Special Warrants), or 40.6% of the total number of shares of Common Stock then outstanding. Immediately following such transactions, Forum Holdings was the direct beneficial owner of 9,428,203 shares of Common Stock (including (i) 2,880 shares presently purchasable upon exercise of the Investor Warrant, (ii) 275,269 shares presently purchasable upon exercise of Warrants, and (iii) 74,803 shares presently purchasable upon exercise of Special Warrants), or 40.6% 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 Forum Holdings. As a result of the Shareholders' Agreement, Forum Holdings and each of the other Reporting Persons may be deemed to be the beneficial owner of all of the 18,856,406 shares of Common Stock beneficially owned by Forum Holdings and AFG in the aggregate following the transactions contemplated by the Warrant Purchase Agreement, or 81.3% of the total number of shares of Common Stock then outstanding. The foregoing percentages are based upon 23,206,013 shares of Common Stock outstanding (which number includes (i) the 5,760 shares presently issuable upon exercise of the Investor Warrants, (ii) the 550,537 shares presently issuable upon exercise of Warrants, and (iii) the 149,607 shares presently issuable upon exercise of Special Warrants). (Reference is made to such statements on Schedule 13D as have been or may be filed with the Securities and Exchange Commission by AFG for information regarding AFG and its 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 18,856,406 shares of Common Stock owned by Forum Holdings and AFG. The Reporting Persons have sole power to dispose or direct the disposition of 9,428,203 shares of Common Stock. Except as otherwise disclosed in this Statement, as amended and supplemented, the Reporting Persons disclaim beneficial ownership of any shares of Common Stock issuable upon exercise of any Investor Warrants, Warrants or Special Warrants. Except as otherwise disclosed in this Statement, as amended and supplemented, none of the Reporting Persons has effected any transactions in shares of Common Stock during the preceding 60 days. 9 Item 6. Material to be Filed as Exhibits. -------------------------------- Exhibit 1 - Stock Purchase Agreement* Exhibit 2 - Agreement in Principle* Exhibit 3 - April 13th Letter Agreement* Exhibit 4 - April 18th Letter Agreement* Exhibit 5 - Acquisition Agreement* Exhibit 6 - June 4th Ruling* Exhibit 7 - June 6th Agreement* Exhibit 8 - June 14th Agreement* Exhibit 9 - Forum Holdings Warrant* Exhibit 10 - Registration Rights Agreement* Exhibit 11 - Shareholders' Agreement* Exhibit 12 - Powers of Attorney* Exhibit 13 - October Stock Purchase Agreement* Exhibit 14 - Purchase Agreement and Waiver with Healthcare* Exhibit 15 - Warrant Purchase Agreement* Exhibit 16 - Warrant Agreement (incorporated by reference to Exhibit 4(3) to the Company's Form 10-K Annual Report for the fiscal year ended March 31, 1993) Exhibit 17 - January Purchase Agreement - -------------------- * Previously filed. 10 SIGNATURES 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 collectively with HRP Management II, Ltd., HH Genpar Partners, Hampstead Associates, Inc., RAW Genpar, Inc. and InCap, Inc. Dated: January 10, 1995. FORUM HOLDINGS, L.P. By: /s/ Troy B. Lewis ----------------------- Troy B. Lewis, Attorney-in-Fact* 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 collectively with Forum Holdings, L.P., HH Genpar Partners, Hampstead Associates, Inc., RAW Genpar, Inc. and InCap, Inc. Dated: January 10, 1995. HRP MANAGEMENT II, LTD. By: /s/ Troy B. Lewis ---------------------- Troy B. Lewis, Attorney-in-Fact** ________________ * Pursuant to a Power of Attorney executed on behalf of Forum Holdings, L.P. and filed previously as Exhibit 12 hereto. ** Pursuant to a Power of Attorney executed on behalf of HRP Management II, Ltd. and filed previously as Exhibit 12 hereto. 11 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 collectively with Forum Holdings, L.P., HRP Management II, Ltd., Hampstead Associates, Inc., RAW Genpar, Inc. and InCap, Inc. Dated: January 10, 1995. HH GENPAR PARTNERS By: /s/ Troy B. Lewis ----------------- Troy B. Lewis, Attorney-in-Fact* 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 collectively with Forum Holdings, L.P., HRP Management II, Ltd., HH Genpar Partners, RAW Genpar, Inc. and InCap, Inc. Dated: January 10, 1995. HAMPSTEAD ASSOCIATES, INC. By: /s/ Troy B. Lewis ----------------- Troy B. Lewis, Attorney-in-Fact** _________________ * Pursuant to a Power of Attorney executed on behalf of HH Genpar Partners and filed previously as Exhibit 12 hereto. ** Pursuant to a Power of Attorney executed on behalf of Hampstead Associates, Inc. and filed previously as Exhibit 12 hereto. 12 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 collectively with Forum Holdings, L.P., HRP Management II, Ltd., HH Genpar Partners, Hampstead Associates, Inc. and InCap, Inc. Dated: January 10, 1995. RAW GENPAR, INC. By: /s/ Troy B. Lewis ----------------- Troy B. Lewis, Attorney-in-Fact* 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 collectively with Forum Holdings, L.P., HRP Management II, Ltd., HH Genpar Partners, Hampstead Associates, Inc. and RAW Genpar, Inc. Dated: January 10, 1995. INCAP, INC. By: /s/ Troy B. Lewis ------------------ Troy B. Lewis, Attorney-in-Fact** ________________ * Pursuant to a Power of Attorney executed on behalf of RAW Genpar, Inc. and filed previously as Exhibit 12 hereto. ** Pursuant to a Power of Attorney executed on behalf of InCap, Inc. and filed previously as Exhibit 12 hereto. 13 INDEX TO EXHIBITS -----------------
Pagination by Sequential Numbering Exhibit Description System - ------- ------------------------------- ------------- 1 Stock Purchase Agreement * 2 Agreement in Principle * 3 April 13th Letter Agreement * 4 April 18th Letter Agreement * 5 Acquisition Agreement * 6 June 4th Ruling * 7 June 6th Agreement * 8 June 14th Agreement * 9 Forum Holdings Warrant * 10 Registration Rights Agreement * 11 Shareholders' Agreement * 12 Powers of Attorney * 13 October Stock Purchase * Agreement 14 Purchase Agreement and Waiver * with Healthcare 15 Warrant Purchase Agreement * 16 Warrant Agreement N/A (incorporated by reference to Exhibit 4(3) to the Company's Form 10-K Annual Report for the fiscal year ended March 31, 1993) 17 January Purchase Agreement 15
_______________ * Previously filed. 14 EX-17 2 JANUARY PUR. AGREEMENT EXHIBIT 17 ---------- JANUARY PURCHASE AGREEMENT 15 FORUM HOLDINGS, L.P. APOLLO FG PARTNERS, L.P. 4200 Texas Commerce Tower West 1999 Avenue of the Stars 2200 Ross Avenue Suite 1900 Dallas, Texas 75201 Los Angeles, California 90067 (214) 220-4900 (310) 201-4100 January 9, 1995 Superintendent of Insurance of the State of New York As Rehabilitator of Executive Life Insurance Company of New York 123 William Street New York, New York 10038 Ladies and Gentlemen: This letter confirms our understanding with respect to the purchase by Forum Holdings, L.P. ("Holdings") and Apollo FG Partners, L.P. ("Apollo" and, collectively with Holdings, "Purchasers") from you, as Rehabilitator of Executive Life Insurance Company of New York ("Seller"), of 1,316,712 shares of common stock, without par value, of Forum Group, Inc. ("Forum") presently owned by Seller (the "Shares"). 1. Seller will sell to Holdings, and Holdings will purchase from Seller, 658,356 Shares for a purchase price equal to $4,690,786.50 in the aggregate, or $7.125 per Share. 2. Seller will sell to Apollo, and Apollo will purchase from Seller, 658,356 Shares for a purchase price equal to $4,690,786.50 in the aggregate, or $7.125 per Share. 3. Each of the purchase and sale transactions contemplated hereby will be effected in a manner mutually acceptable to Purchasers and Seller on the date hereof or as promptly as practicable hereafter based on customary practices for the purchase and sale of securities. 4. Each Purchaser represents that it is purchasing the respective portion of the Shares being purchased hereunder by it for its own account and for investment purposes and not with a view to resale or other distribution thereof in violation of federal or state securities laws. 5. Seller represents that the Shares are freely tradable in the hands of Seller and are not "restricted securities" as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended. 6. Each of Purchasers and Seller (i) represents that it has such general knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of an investment in the Shares and (ii) acknowledges that Superintendent of Insurance of the State of New York January 9, 1995 Page 2 it has either been supplied with or has had access to information concerning Forum and its business as it has deemed appropriate in connection with the transactions contemplated hereby. We are pleased that we have been able to reach a mutually satisfactory arrangement with respect to Purchasers' acquisition of the Shares. Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed duplicate of this letter, which shall thereupon constitute a binding agreement among Purchasers and Seller. Very truly yours, FORUM HOLDINGS, L.P. By: HRP Management II, Ltd., its General Partner By: HH Genpar Partners, its General Partner By: Hampstead Associates, Inc., its Managing General Partner By: /s/ Daniel A. Decker ------------------------------- Name: Daniel A. Decker ------------------------- Title: Executive Vice President ------------------------ APOLLO FG PARTNERS, L.P. By: Apollo Investment Fund, L.P., its General Partner By: Apollo Capital Management, Inc., its General Partner By: /s/ Michael D. Weiner ------------------------------ Name: Michael D. Weiner ------------------------ Title: Vice President ----------------------- ACCEPTED AND AGREED TO: SUPERINTENDENT OF INSURANCE OF THE STATE OF NEW YORK, AS REHABILITATOR OF EXECUTIVE LIFE INSURANCE COMPANY OF NEW YORK By: /s/ Richard S. Karpin ---------------------------------- Asst. Special Deputy Superintendent -----END PRIVACY-ENHANCED MESSAGE-----