-----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, H73RIwXj6bm851PmIa8h/ATmjIxXNl07eb6vKptCLYk+0lNc4NW9jil4+z9sQJMI JLC9z1sd6JSjkNrmibWT+g== 0000950112-95-002948.txt : 19951119 0000950112-95-002948.hdr.sgml : 19951119 ACCESSION NUMBER: 0000950112-95-002948 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951113 SROS: AMEX GROUP MEMBERS: FORUM A/H, INC. GROUP MEMBERS: FORUM GROUP INC 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41402 FILM NUMBER: 95590586 BUSINESS ADDRESS: STREET 1: 8900 KEYSTONE CROSSING STE 200 STREET 2: PO BOX 40498 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3178460700 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 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41402 FILM NUMBER: 95590587 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 14D1/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 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 14D1/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 14D1/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-1 TENDER OFFER STATEMENT (Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934) (Amendment No. 3) and Amendment** to SCHEDULE 13D FORUM RETIREMENT PARTNERS, L.P. (Name of Subject Company) FORUM GROUP, INC. (Bidder) 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 __________ ** This Schedule constitutes Amendment No. 10 to the Schedule 13D originally filed by Forum Group, Inc. on August 24, 1993. Page 1 of 8 Pages Exhibit Index on Page 7 CUSIP No. 349 851 105 14D-1 Page 2 of 8 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Forum Group, Inc. 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(e) or 2(f) [ ] 6 CITIZENSHIP OR PLACE OR ORGANIZATION Indiana 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,427,791 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* [ ] 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 61.7% 10 TYPE OF REPORTING PERSON CO *SEE INSTRUCTIONS BEFORE FILLING OUT! -2- CUSIP No. 349 851 105 14D-1 Page 3 of 8 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Forum A/H, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] 6 CITIZENSHIP OR PLACE OR ORGANIZATION Delaware 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,427,791 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* [ ] 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 61.7% 10 TYPE OF REPORTING PERSON CO *SEE INSTRUCTIONS BEFORE FILLING OUT! -3- This Amendment No. 3 supplements and amends the Schedule 14D-1 Tender Offer Statement and amendment to Schedule 13D, as previously supplemented and amended (the "Schedule 14D-1"), 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., a Delaware limited partnership, 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 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 constitutes the "Offer"). Item 10. Additional Information Item 10 of the Schedule 14D-1 is hereby supplemented and amended by adding the following: (f) 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) hereto, and the information set forth in the Press Release is incorporated herein by reference. Item 11. Material to be Filed as Exhibits. Item 11 of the Schedule 14D-1 is hereby supplemented and amended by adding the following exhibits: (a)(12)Text of Press Release issued by the Purchaser on November 13, 1995. -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 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 -5- 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 A/H, 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 -6- INDEX TO EXHIBITS Sequentially Exhibits Numbered --------- Page ---------- (a)(12) Text of Press Release issued by the Purchaser 8 on November 13, 1995 . . . . . . . . . . . . -7- EX-99.(A)(12) 2 Exhibit (a)(12) --------------- 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. ### -8- -----END PRIVACY-ENHANCED MESSAGE-----