-----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, O+XcfrLaQRSiiinA4XRIcNJofdRG/lGrNACOlwDhsT0EZzAo6kIR5prGfZhNpOIV TwY1RtdtkPsharc2ydss0Q== 0000950112-95-003117.txt : 19951205 0000950112-95-003117.hdr.sgml : 19951205 ACCESSION NUMBER: 0000950112-95-003117 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951204 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: 95598994 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) (Final Amendment) 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 Final Amendment (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 5 Item 5 Item 10 Item 6 Item 17(d) * ________________ * The information required by this Item is not required to be included in the Schedule 14D-1. -2- Item 5. Plans or Proposals of the Issuer or Affiliate Item 5 of the Schedule 13E-3 is hereby supplemented and amended by adding the following: The answer to Item 5 of the Final Amendment to the Schedule 14D-1 is incorporated hereby by reference. Item 10. Interest in Securities of the Issuer Item 10 of the Schedule 13E-3 is hereby supplemented and amended by adding the following: (a)-(b)The answer to Item 6 of the Final Amendment to the Schedule 14D-1 is incorporated herein by reference. On December 4, 1995, the Purchaser issued a press release (the "Press Release") in connection with the expiration of the Offer. A copy of the Press Release is filed as Exhibit (a)(15) to the Final Amendment to the Schedule 14D-1 and as Exhibit (d)(17) hereto and 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)(17)Text of Press Release issued by the Purchaser on December 4, 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: December 4, 1995 FORUM GROUP, INC. By 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: December 4, 1995 FORUM RETIREMENT, INC. By Richard A. Huber ----------------------------- Richard A. Huber, Secretary INDEX TO EXHIBITS Sequentially Numbered Exhibits Page - -------- -------- (d)(7) Text of Press Release issued by the Purchaser on December 4, 1995 . . . . . . . . . . . . . . . 7 -6- EX-99.(D)(17) 2 Exhibit (d)(17) --------------- For Information Contact: FOR IMMEDIATE RELEASE Dennis Lehman Chief Financial Officer (703) 277-7036 NASDAQ Small Cap:FOUR FORUM GROUP COMPLETES TENDER OFFER FOR FORUM RETIREMENT PARTNERS UNITS Fairfax, Virginia, December 4, 1995 -- Forum Group, Inc. announced today the completion 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 expired at midnight on Friday, December 1, 1995. As of such time, 2,607,521 units (approximately 44.5% of the outstanding units not already owned by Forum Group) had been tendered pursuant to the tender offer and not withdrawn. As a result of the tender offer, Forum Group now beneficially owns approximately 78.7% of the total number of outstanding units. Forum Group, Inc. is a Washington, D.C. area-based national owner and operator of private senior living communities (which include independent apartment living, assisted living, nursing and healthcare related services) and assisted living facilities. ### -7- -----END PRIVACY-ENHANCED MESSAGE-----