-----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, SP0xd5e7t51FmMgaiF+c3Cuzj01/CHstX7iS/QX+baGQxxmiSvu9iHILw4zai+tU RQFZArKdNYpnE/8Cj8jFuQ== 0000950109-96-001686.txt : 19960322 0000950109-96-001686.hdr.sgml : 19960322 ACCESSION NUMBER: 0000950109-96-001686 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960321 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: 96537111 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 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: 96537112 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 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. 4 TO SCHEDULE 14D-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-1 (Amendment No. 4) 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. 3) 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 6 pages) This Amendment No. 4 to the Tender Offer Statement on Schedule 14D-1 and Amendment No. 3 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 7. CONTRACTS, ARRANGEMENTS UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES. Item 7 is hereby amended and supplemented by the addition of the following paragraph thereto: The Company, Purchaser and Parent have entered into (i) a First Amendment dated as of March 21, 1996, to their Agreement and Irrevocable Proxy dated as of February 15, 1996 with Forum Holdings, L.P. ("Forum Holdings") and (ii) a First Amendment dated as of March 21, 1996, to their Agreement and Irrevocable Proxy dated as of February 15, 1996 with Apollo FG Holdings, L.P. ("Apollo") (such First Amendments, collectively, the "First Amendments"). The First Amendments provide, among other things, that Forum Holdings and Apollo will not, prior to the expiration of the Offer, exercise warrants exercisable by each of them into an aggregate of 700,144 Shares (the "Citicorp Warrants"). After the expiration of the Offer, the Purchaser will purchase the Citicorp Warrants from each of Forum Holdings and Apollo for a purchase price equal to the difference between the amount that each of them would have received had they exercised their respective Citicorp Warrants and tendered the Shares issuable upon exercise thereof in accordance with the Offer and the aggregate exercise price of their respective Citicorp Warrants. The Agreement and Irrevocable Proxy dated as of February 15, 1996 with Forum Holdings is attached as Exhibit (c)(2) to the 14D-1. The Agreement and Irrevocable Proxy dated as of February 15, 1996 with Apollo is attached as Exhibit (c)(3) to the 14D-1. The First Amendments relating to the foregoing are filed as Exhibit (c)(8) and (c)(9) to the Schedule 14D-1 and are incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. 2 Item 11 is hereby amended and supplemented by the addition of the following exhibits thereto: Exhibit (c)(8) First Amendment dated as of March 21, 1996 to Agreement and Irrevocable Proxy dated as of February 15, 1996, by and among Marriott International, Inc., FG Acquisition Corp., Forum Holdings, L.P. and Forum Group, Inc. Exhibit (c)(9) First Amendment dated as of March 21, 1996 to Agreement and Irrevocable Proxy dated as of February 15, 1996 by and among Marriott International, Inc., FG Acquisition Corp., Apollo FG Partners, L.P. and Forum Group, Inc. 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 21, 1996 FG ACQUISITION CORP. By: /s/ Edward L. Bednarz ----------------------------------- Name: Edward L. Bednarz Title: Vice President 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 21, 1996 MARRIOTT INTERNATIONAL, INC. By: /s/ Joseph Ryan ----------------------------------- Name: Joseph Ryan Title: Executive Vice President 5 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- Exhibit (c)(8) First Amendment to Agreement and Irrevocable Proxy dated as of March 21, 1996, by and among Marriott International, Inc., FG Acquisition Corp., Forum Holdings, L.P. and Forum Group, Inc. Exhibit (c)(9) First Amendment to Agreement and Irrevocable Proxy dated as of March 21, 1996, by and among Marriott International, Inc., FG Acquisition Corp., Apollo FG Partners, L.P. and Forum Group, Inc. 6 EX-99.(C)(8) 2 FIRST AMEND. TO AGREEMENT AND IRREVOCABLE PROXY Exhibit (c)(8) FIRST AMENDMENT TO AGREEMENT AND IRREVOCABLE PROXY THIS FIRST AMENDMENT TO AGREEMENT AND IRREVOCABLE PROXY (this "Amendment") dated as of March 21, 1996 by and among MARRIOTT INTERNATIONAL, INC., a Delaware corporation ("Parent"), FG ACQUISITION CORP., an Indiana corporation and a subsidiary of Parent ("Purchaser"), FORUM HOLDINGS, L.P., a Texas limited partnership ("Shareholder"), and FORUM GROUP, INC., an Indiana corporation (the "Company"), amends the Agreement and Irrevocable Proxy dated as of February 15, 1996 (the "Original Agreement"; the Original Agreement, as amended by this Amendment, the "Agreement") by and among Parent, Purchaser, Shareholder and the Company. W I T N E S S E T H: ------------------- WHEREAS, pursuant to the Original Agreement, Shareholder agreed to exercise the Citicorp Warrants (as defined in the Original Agreement) it holds and to tender the Citicorp Warrant Shares (as defined in the Original Agreement) acquired upon such exercise into the Offer (as defined in the Original Agreement); and WHEREAS, Shareholder now wishes to sell the Citicorp Warrants to Purchaser and Purchaser is willing to buy the Citicorp Warrants for an aggregate purchase price of $3,455,553.26 (the "Citicorp Warrant Purchase Price"), which is equal to the difference between the aggregate price that would have been paid for the Citicorp Warrant Shares pursuant to the Offer and the aggregate exercise price of such Citicorp Warrants. NOW, THEREFORE, in consideration of the foregoing and the mutual premises, covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Original Agreement. 2. Section 2(b) of the Original Agreement is hereby deleted in its entirety and replaced with the following paragraphs: "(b) (i) Prior to the expiration of the Offer, Shareholder shall deliver the Citicorp Warrants to Purchaser pending the acquisition of such Citicorp Warrants by Purchaser for the Citicorp Warrant Purchase Price, as set forth in clause (ii) of this Section 2(b). "(ii) Promptly after First Chicago Trust Company of New York, as Depositary for the Offer, has issued payment in exchange for all of the Company Common Stock tendered in the Offer, Purchaser shall acquire the Citicorp Warrants by paying the Citicorp Warrant Purchase Price to Shareholder by wire transfer, provided that instructions for such wire transfer shall have -------- been delivered by Shareholder to Purchaser." 3. Section 2(c) of the Original Agreement is hereby deleted in its entirety and replaced with the following paragraph: "(c) Prior to the expiration of the Offer, Shareholder shall deliver the Investor Warrants to Purchaser to be held in escrow pending the consummation of the Offer. The Company and Shareholder agree that, notwithstanding any provision of the Investor Warrants or the Acquisition Agreement to the contrary, upon expiration of the Offer and without any further action whatsoever, the Investor Warrants held by Shareholder shall be deemed cancelled and extinguished, for no additional consideration whatsoever. The Company shall mark the Investor Warrants cancelled upon receipt thereof. Prior to the expiration of the Offer, Shareholder will neither transfer nor exercise any Investor Warrants for any reason whatsoever." 4. The following paragraph shall be added as Section 2(e) of the Agreement: "(e) Upon payment of the Citicorp Warrant Purchase Price pursuant to Section 2(b)(ii), the Company shall cause the transfer of the Citicorp Warrants from Shareholder to Purchaser to be recorded on the record books of the Company." 5. Miscellaneous. ------------- (a) The Agreement, as amended hereby, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. (b) All costs and expenses incurred in connection with this Amendment and the transactions contemplated hereby shall be paid by the party incurring such expenses, and each of Parent and Purchaser, on the one hand, and Shareholder, on the other hand, shall indemnify and hold the other harmless from and against any and all claims, liabilities or obligations with respect to any brokerage fees, commissions or finders' fees asserted by any person on the basis of any act or statement alleged to have been made by such party or its Affiliates. (c) This Amendment shall be governed and construed in accordance with the Laws of the State of Delaware (regardless of the Laws that might otherwise govern under applicable principles of conflict of laws) as to all matters, including matters of validity, construction, effect, performance and remedies. (d) The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Amendment. (e) This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, Parent, Purchaser, Shareholder and the Company have caused this Agreement to be duly executed as of the day and year first above written. MARRIOTT INTERNATIONAL, INC. By: /s/ Joseph Ryan ------------------------------------- Name: Joseph Ryan Title: Executive Vice President FG ACQUISITION CORP. By: /s/ Edward L. Bednarz ------------------------------------- Name: Edward L. Bednarz Title: Vice President FORUM HOLDINGS, L.P. By: HRP Management, Ltd., Its General Partner By: HH Genpar Partners, Its General Partner By: Hampstead Associates, Inc., Its Managing General Partner By:/s/ Richard M. FitzPatrick ------------------------------- Name: Richard M. FitzPatrick Title: Vice President FORUM GROUP, INC. By: /s/ Mark Pacala ------------------------------------- Name: Mark Pacala Title: Chairman and Chief Executive Officer EX-99.(C)(9) 3 FIRST AMEND. TO AGREEMENT AND IRREVOCABLE PROXY Exhibit (c)(9) FIRST AMENDMENT TO AGREEMENT AND IRREVOCABLE PROXY THIS FIRST AMENDMENT TO AGREEMENT AND IRREVOCABLE PROXY (this "Amendment") dated as of March 21, 1996 by and among MARRIOTT INTERNATIONAL, INC., a Delaware corporation ("Parent"), FG ACQUISITION CORP., an Indiana corporation and a subsidiary of Parent ("Purchaser"), APOLLO FG PARTNERS, L.P., a Delaware limited partnership ("Shareholder"), and FORUM GROUP, INC., an Indiana corporation (the "Company"), amends the Agreement and Irrevocable Proxy dated as of February 15, 1996 (the "Original Agreement"; the Original Agreement, as amended by this Amendment, the "Agreement") by and among Parent, Purchaser, Shareholder and the Company. W I T N E S S E T H: ------------------- WHEREAS, pursuant to the Original Agreement, Shareholder agreed to exercise the Citicorp Warrants (as defined in the Original Agreement) it holds and to tender the Citicorp Warrant Shares (as defined in the Original Agreement) acquired upon such exercise into the Offer (as defined in the Original Agreement); and WHEREAS, Shareholder now wishes to sell the Citicorp Warrants to Purchaser and Purchaser is willing to buy the Citicorp Warrants for an aggregate purchase price of $3,455,557.23 (the "Citicorp Warrant Purchase Price"), which is equal to the difference between the aggregate price that would have been paid for the Citicorp Warrant Shares pursuant to the Offer and the aggregate exercise price of such Citicorp Warrants. NOW, THEREFORE, in consideration of the foregoing and the mutual premises, covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Original Agreement. 2. Section 2(b) of the Original Agreement is hereby deleted in its entirety and replaced with the following paragraphs: "(b) (i) Prior to the expiration of the Offer, Shareholder shall deliver the Citicorp Warrants to Purchaser pending the acquisition of such Citicorp Warrants by Purchaser for the Citicorp Warrant Purchase Price, as set forth in clause (ii) of this Section 2(b). "(ii) Promptly after First Chicago Trust Company of New York, as Depositary for the Offer, has issued payment in exchange for all of the Company Common Stock tendered in the Offer, Purchaser shall acquire the Citicorp Warrants by paying the Citicorp Warrant Purchase Price to Shareholder by wire transfer, provided that instructions for such wire -------- transfer shall have been delivered by Shareholder to Purchaser." 3. Section 2(c) of the Original Agreement is hereby deleted in its entirety and replaced with the following paragraph: "(c) Prior to the expiration of the Offer, Shareholder shall deliver the Investor Warrants to Purchaser to be held in escrow pending the consummation of the Offer. The Company and Shareholder agree that, notwithstanding any provision of the Investor Warrants or the Acquisition Agreement to the contrary, upon expiration of the Offer and without any further action whatsoever, the Investor Warrants held by Shareholder shall be deemed cancelled and extinguished, for no additional consideration whatsoever. The Company shall mark the Investor Warrants cancelled upon receipt thereof. Prior to the expiration of the Offer, Shareholder will neither transfer nor exercise any Investor Warrants for any reason whatsoever." 4. The following paragraph shall be added as Section 2(e) of the Agreement: "(e) Upon payment of the Citicorp Warrant Purchase Price pursuant to Section 2(b)(ii), the Company shall cause the transfer of the Citicorp Warrants from Shareholder to Purchaser to be recorded on the record books of the Company." 5. Miscellaneous. ------------- (a) The Agreement, as amended hereby, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. (b) All costs and expenses incurred in connection with this Amendment and the transactions contemplated hereby shall be paid by the party incurring such expenses, and each of Parent and Purchaser, on the one hand, and Shareholder, on the other hand, shall indemnify and hold the other harmless from and against any and all claims, liabilities or obligations with respect to any brokerage fees, commissions or finders' fees asserted by any person on the basis of any act or statement alleged to have been made by such party or its Affiliates. (c) This Amendment shall be governed and construed in accordance with the Laws of the State of Delaware (regardless of the Laws that might otherwise govern under applicable principles of conflict of laws) as to all matters, including matters of validity, construction, effect, performance and remedies. (d) The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Amendment. (e) This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, Parent, Purchaser, Shareholder and the Company have caused this Agreement to be duly executed as of the day and year first above written. MARRIOTT INTERNATIONAL, INC. By: /s/ Joseph Ryan ------------------------------------ Name: Joseph Ryan Title: Executive Vice President FG ACQUISITION CORP. By: /s/ Edward L. Bednarz ------------------------------------ Name: Edward L. Bednarz Title: Vice President APOLLO FG PARTNERS, L.P. By: Apollo Advisors, L.P., Its Managing General Partner By: Apollo Capital Management, Inc., Its General Partner By: /s/ Michael Weiner ------------------------------- Name: Michael Weiner Title: Vice President FORUM GROUP, INC. By: /s/ Mark Pacala ------------------------------------ Name: Mark Pacala Title: Chairman and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----