-----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, DkAn4QamD121ozTP5fAnROwRGNG4QdlnjG8Y/FJZqFWevroP1O6dt2+UQW4/Kjd6 uuJNEvcD/RFGYLNP9NnTng== 0000950112-95-002982.txt : 19951119 0000950112-95-002982.hdr.sgml : 19951119 ACCESSION NUMBER: 0000950112-95-002982 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951114 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: 95592961 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. 5) 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 10 Pages Exhibit Index on Page 6 This Amendment No. 5 (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. (the "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 "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. 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 14 * Item 17(d) * ________________ * The information required by this Item is not required to be included in the Schedule 14D-1. -2- Item 14.Financial Information Item 14 of the Schedule 13E-3 is hereby supplemented and amended by adding the following: On November 14, 1995, the Partnership filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 1995 (the "1995 Third Quarter Form 10- Q") with the Securities and Exchange Commission (the "Commission"). The following summary consolidated financial information relating to the Partnership has been taken or derived from the unaudited interim consolidated financial statements in the 1995 Third Quarter Form 10-Q. A copy of the unaudited interim consolidated financial statements of the Partnership contained in the 1995 Third Quarter Form 10-Q is filed as Exhibit (g)(12) hereto, and, pursuant to General Instruction D to Schedule 13E-3, such unaudited interim consolidated financial statements are incorporated herein by reference. The 1995 Third Quarter Form 10-Q may be examined and copies may be obtained from the offices of the Commission as described in "Certain Information Concerning the Partnership -- General" in the Offer to Purchase. FORUM RETIREMENT PARTNERS, L.P. SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION (Dollars in thousands, except per Unit amounts and ratios) Nine Months ended September 30, ------------------------------- 1995 1994 -------------- ----------- Income Statement Data: Total revenues . . . . . . . . . . . . .. $37,098 $34,855 Net income . . . . . . . . . . . . . . .. 183 301 Net income per Unit (a) . . . . . . . . .. 0.01 0.02 Ratio of earnings to fixed charges (b) .. 1.05% 1.07% At September 30, 1995 --------------------- Balance Sheet Data: Total assets . . . . . . . . . . . . . .. $111,027 Long-term debt (c) . . . . . . . . . . .. 49,247 Total partners' equity . . . . . . . . .. 38,794 Net book value per Unit (a) . . . . . . .. 2.54 - ------------------------ (a) Per Unit data is based on 15,285,000 Units outstanding. (b) For purposes of calculating this ratio, earnings includes income before fixed charges, and fixed charges includes interest expense. (c) Includes current portion of long-term debt. 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)(15) Letter, dated November 14, 1995, from the Purchaser to Unitholders (including the text of the press release issued by the Partnership on November 13, 1995 enclosed therewith). (d)(16) Text of mailgram, dated November 14, 1995, from the Purchaser to Unitholders. (g)(12) Unaudited Interim Consolidated Financial Statements of the Partnership contained in the 1995 Third Quarter Form 10-Q (incorporated by reference to pages 3 through 9 of the 1995 Third Quarter Form 10-Q filed with the Commission on November 14, 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 14, 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: November 14, 1995 FORUM RETIREMENT, INC. By Richard A. Huber ------------------------------------ Richard A. Huber, Secretary -5- INDEX TO EXHIBITS
Sequentially Numbered Exhibits Page - -------- ------------ (d)(15) Letter, dated November 14, 1995, from the Purchaser to Unitholders (including the text of the press release issued by the Partnership on November 13, 1995 enclosed therewith) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 (d)(16) Text of mailgram, dated November 14, 1995, from the Purchaser to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 (g)(12) Unaudited Interim Consolidated Financial Statements of the Partnership contained in the 1995 Third Quarter Form 10-Q (incorporated by reference to pages 3 through 9 of the 1995 Third Quarter Form 10-Q filed with the Commission on November 14, 1995) . . . . . . . . . . . . . . . . . . . . . . N/A
-6- EX-99.(D)(15) 2 Exhibit (d)(15) --------------- FORUM GROUP, INC. 11320 RANDOM HILLS ROAD, SUITE 400 FAIRFAX, VIRGINIA 22030 703-277-7000 Re: $2.83 Per Unit Cash Tender Offer for Any and All Units of Forum Retirement Partners, L.P. --------------------------------------------- November 14, 1995 Dear Unitholder: As previously announced, Forum Group, Inc.'s offer to purchase any and all outstanding preferred depositary units representing preferred limited partners' interest in Forum Retirement Partners, L.P. at $2.83 per unit has been extended. The tender offer and withdrawal rights will now expire at 12:00 Midnight, New York City time, on Friday, December 1, 1995. The tender offer was extended in order to give unitholders additional time to tender their units if they desire to do so. As of the close of business on November 10, 1995, 2,261,746 units had been validly tendered, which when added to the units already beneficially owned by Forum Group aggregate approximately 76.5% of the total units outstanding. The Board of Directors of the general partner of Forum Retirement Partners, L.P. (with the director affiliated with Forum Group abstaining), based upon the unanimous recommendation of a special committee comprised of the independent members of the Board of Directors, has determined that the tender offer is fair to unitholders (other than Forum Group and its affiliates) and recommends that such unitholders accept the offer and tender all of their units pursuant to the tender offer. The $2.83 per unit offer price will enable unitholders to realize a premium of approximately 42% over the closing sale price per unit on the American Stock Exchange on September 22, 1995, the last trading day prior to the press release announcing that Forum Group would commence the tender offer. In addition, unitholders who tender their units will not be obligated to pay brokerage fees or commissions for the purchase by Forum Group of units pursuant to the tender offer. You should be aware that Forum Retirement Partners, L.P. recently announced its third quarter financial results. In this regard, a copy of Forum Retirement Partners, L.P.'s third quarter earnings release is enclosed herewith for your information. In addition, Forum Retirement Partners, L.P. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the quarter ended September 30, 1995, and copies thereof may be inspected or obtained in the manner described in our Offer to Purchase. The tender offer is being made pursuant to our Offer to Purchase dated October 2, 1995, the Supplements thereto dated October 16, 1995 and November 1, 1995, and the related Letter of Transmittal, copies of which have been previously mailed to unitholders. You are urged to read carefully these materials, which together set forth the terms and conditions of the tender offer, before determining whether to tender your units. If you desire additional copies of the materials, please contact MacKenzie Partners, Inc., the information agent for the tender offer, at (212) 929-5500 (call collect) or (800) 322-2885 (toll free). For the convenience of registered unitholders, another copy of the Letter of Transmittal, which may be used by them to tender units, is enclosed. If your units are held in the name of a brokerage firm or bank, you must contact your broker or financial advisor to tender your units. Unitholders who have already tendered their units need not complete another Letter of Transmittal or take any additional action for their units to be tendered. -7- Unitholders who wish to tender their units are urged to act promptly. Any questions or requests for assistance or additional copies of the Offer to Purchase, the Supplements thereto, the Letter of Transmittal, and other related materials may be directed to MacKenzie Partners by telephone at (212) 929-5500 (call collect) or (800) 322-2885 (toll free). Very truly yours, /s/ Mark L. Pacala Mark L. Pacala Chairman of the Board and Chief Executive Officer -8- For Information Contact: Dennis L. Lehman Chief Financial Officer (703) 277-7036 AMEX : FRL FOR IMMEDIATE RELEASE November 13, 1995, Fairfax, Virginia FORUM RETIREMENT PARTNERS REPORTS THIRD QUARTER RESULTS Forum Retirement Partners, L.P. (the "Partnership"), a Washington, D.C. area - -based retirement community ("RC") master limited partnership, today announced results of operations for the quarter and nine months ended September 30, 1995:
Quarter Ended Nine Months Ended September 30, September 30, (in thousands) (in thousands) ------------------------------ ------------------------ 1995 1994 1995 1994 Total revenues $ 12,487 $12,094 $37,098 $34,855 Net income 24 196 183 301 Average number of units outstanding 15,285 15,285 15,285 15,285 Net income per limited partners unit $0.00 $0.01 $0.01 $0.02
A Partnership spokesperson said, "The operating performance of the Partnership was significantly ahead of the prior year for the nine months ended September 30, 1995 after excluding the benefit of a favorable adjustment to workers compensation insurance costs of $786,000 in 1994. Our operating performance for the comparative three-month period was adversely effected by the significant underperformance at one of our RC's which had an earnings decline of $234,000 in the comparative quarter, principally due to declining occupancy. We are aggressively implementing plans in an effort to increase occupancy and enhance operating performance at this RC. Additionally, we are seeking to devise ongoing profit improvement plans at many of our other RC's." Forum Group, Inc. ("Forum Group"), the parent company of the Partnership's General Partner, has commenced a $2.83 per unit cash tender offer to purchase any and all outstanding preferred depositary units representing preferred limited partners' interests in the Partnership not already beneficially owned by Forum Group. Immediately prior to the commencement of the tender offer, Forum Group beneficially owned approximately 61.7% of the outstanding units. The tender offer has been extended, as previously announced today, and is currently scheduled to expire at 12:00 Midnight, New York City time, on Friday, December 1, 1995, unless the tender offer is further extended. -9- EX-99.(D)(16) 3 Exhibit (d)(16) --------------- [Text of Mailgram] Re: $2.83 Per Unit Cash Tender Offer for Any and All Units of Forum Retirement Partners, L.P. ---------------------------------------------- November 14, 1995 Dear Unitholder: We have been unsuccessful in our attempts to contact you by telephone regarding our offer to purchase any and all outstanding preferred depositary units representing preferred limited partners' interests of Forum Retirement Partners, L.P. at $2.83 per unit. As previously announced, the tender offer has been extended. The tender offer and withdrawal rights will now expire at 12:00 Midnight, New York City time, on Friday, December 1, 1995. The tender offer was extended in order to give unitholders additional time to tender their units if they desire to do so. As of the close of business on November 10, 1995, 2,261,746 units had been validly tendered, which when added to the units already beneficially owned by Forum Group aggregate approximately 76.5% of the total units outstanding. The $2.83 per unit offer price will enable unitholders to realize a premium of approximately 42% over the closing sale price per unit on the American Stock Exchange on September 22, 1995, the last trading day prior to the press release announcing that Forum Group would commence the tender offer. In addition, unitholders who tender their units will not be obligated to pay brokerage fees or commissions for the purchase by Forum Group of units pursuant to the tender offer. Within a few days, you will receive a letter regarding the extension of the tender offer. For the convenience of registered holders, another copy of the Letter of Transmittal, which may be used by them to tender units, will be provided. If your units are held in the name of a brokerage firm or bank, you must contact your broker or financial advisor to tender your units. Unitholders who wish to tender their units are urged to act promptly. Any questions or requests for assistance may be directed to MacKenzie Partners, Inc., the information agent for the tender offer, by telephone at (212) 929-5500 (call collect) or (800) 322-2885 (toll free). Forum Group, Inc. -10- -----END PRIVACY-ENHANCED MESSAGE-----