-----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, HEGM5aG9U8yJoFC+DFu/96mxLWJz1Z7a5S1OUeqaYutfNFjnvJ2vjGQ5lpdOpNv6 0XdPvIzjoJX1qqUK4y1UUw== 0000950112-95-002949.txt : 19951119 0000950112-95-002949.hdr.sgml : 19951119 ACCESSION NUMBER: 0000950112-95-002949 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951113 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FORUM RETIREMENT PARTNERS L P CENTRAL INDEX KEY: 0000804752 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SOCIAL SERVICES [8300] IRS NUMBER: 351686799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41402 FILM NUMBER: 95590589 BUSINESS ADDRESS: STREET 1: 8900 KEYSTONE CROSSING STE 200 STREET 2: PO BOX 40498 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3178460700 FILED BY: 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 13E3/A 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 SC 13E3/A 1 FORUM GROUP, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) (Amendment No. 4) FORUM RETIREMENT PARTNERS, L.P. (Name of Issuer) FORUM GROUP, INC. FORUM RETIREMENT, INC. (Name of Person Filing Statement) Preferred Depositary Units Representing Preferred Limited Partners' Interests 349 851 105 (Title of Class of Securities) (CUSIP Number of Class of Securities) Dennis L. Lehman Senior Vice President and Chief Financial Officer Forum Group, Inc. 11320 Random Hills Road Fairfax, Virginia 22030 (703) 277-7000 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement) Copies to: Robert A. Profusek, Esq. Jones, Day, Reavis & Pogue 599 Lexington Avenue New York, New York 10022 (212) 326-3800 October 2, 1995 (Date Tender Offer First Published, Sent or Given to Security Holders) This statement is filed in connection with a tender offer. Page 1 of 7 Pages Exhibit Index on Page 6 This Amendment No. 4 (this "Amendment") supplements and amends the Rule 13E-3 Transaction Statement, as previously supplemented and amended (the "Schedule 13E-3"), relating to a tender offer by Forum Group, Inc., an Indiana corporation (the "Purchaser"), to purchase any and all of the outstanding preferred depositary units (the "Units") representing preferred limited partners' interests in Forum Retirement Partners, L.P., at $2.83 per Unit, net to the seller in cash, on the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase dated October 2, 1995 (the "Offer to Purchase"), the Supplement dated October 16, 1995 to the Offer to Purchase, the Supplement dated November 1, 1995 to the Offer to Purchase, and the related Letter of Transmittal (which together constitute the "Offer"). The cross reference sheet below is being supplied pursuant to General Instruction F to Schedule 13E-3 and shows the location in the Schedule 14D-1 Tender Offer Statement originally filed by the Purchaser with the Commission on October 2, 1995 (as amended, the "Schedule 14D-1") of the information required to be included in response to the items of Schedule 13E-3. The information in the Schedule 14D-1, including all exhibits thereto, is hereby expressly incorporated herein by reference and the responses to each item in this Amendment are qualified in their entirety by the information contained in the Schedule 14D-1. CROSS REFERENCE SHEET Where located in Item in Schedule 13E-3 Schedule 14D-1 ---------------------- ----------------- Item 16 Item 10 Item 17(d) * ________________ * The information required by this Item is not required to be included in the Schedule 14D-1. -2- Item 16. Additional Information Item 16 of the Schedule 13E-3 is hereby supplemented and amended by adding the following: The answer to Item 10 of Amendment No. 3 to the Schedule 14D-1 is incorporated herein by reference. On November 13, 1995, prior to 9:00 a.m., New York City time, the Purchaser issued a press release (the "Press Release") announcing that it has extended the period of time during which the Offer is open. A copy of the Press Release is filed as Exhibit (a)(12) to Amendment No. 3 to the Schedule 14D-1 and as Exhibit (d)(14) hereto, and, pursuant to General Instruction D to Schedule 13E-3, the information set forth in the Press Release is incorporated herein by reference. Item 17. Material to be Filed as Exhibits. Item 17 of the Schedule 13E-3 is hereby supplemented and amended by adding the following: (d)(14)Text of Press Release issued by the Purchaser on November 13, 1995. -3- SIGNATURE After due 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. Dated: November 13, 1995 FORUM GROUP, INC. By /s/ Troy B. Lewis --------------------------------- Troy B. Lewis, Attorney-in-Fact* *Pursuant to a Power of Attorney previously filed with the Securities and Exchange Commission -4- SIGNATURE After due 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. Dated: November 13, 1995 FORUM RETIREMENT, INC. By /s/ Richard A. Huber ------------------------------------ Richard A. Huber, Secretary -5- INDEX TO EXHIBITS Sequentially Numbered Exhibits Page -------- -------------- (d)(14) Text of Press Release issued by the Purchaser on November 13, 1995 . . . . . . . . . . . . . . 7 -6- EX-99.(D)(14) 2 Exhibit (d)(14) --------------- For Information Contact: FOR IMMEDIATE RELEASE Dennis Lehman Chief Financial Officer (703) 277-7036 NASDAQ Small Cap:FOUR FORUM GROUP EXTENDS CASH TENDER OFFER FOR ANY AND ALL OUTSTANDING UNITS OF FORUM RETIREMENT PARTNERS UNTIL DECEMBER 1 Fairfax, Virginia, November 13, 1995 -- Forum Group, Inc. (NASDAQ Small Cap: FOUR) announced today that it has extended the expiration date of its $2.83 per unit cash tender offer for any and all outstanding preferred depositary units representing limited partners' interests in Forum Retirement Partners, L.P. (AMEX: FRL). The tender offer has been extended until, and will now expire at, 12:00 Midnight, New York City time, on Friday, December 1, 1995. As a consequence of the extension of the expiration date, unitholders are entitled to tender or withdraw their units pursuant to the tender offer until 12:00 Midnight, New York City time, on Friday, December 1, 1995, unless the tender offer is further extended. The tender offer was previously scheduled to expire on November 10, 1995. According to American Stock Transfer & Trust Company, the depositary for the tender offer, as of the close of business on November 10, 1995, 2,261,746 units (approximately 38.7% of the outstanding units not already beneficially owned by Forum Group), had been validly tendered and not withdrawn pursuant to the tender offer, which when added to the units already beneficially owned by Forum Group, aggregate approximately 76.5% of the total number of units presently outstanding. ### -7- -----END PRIVACY-ENHANCED MESSAGE-----