-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ohSGCTnj+RwzkbnV5FfwugmE1B4Qbo/dDOmM6grQjtiMgYJtYZbCpSzCjvFF1OW6 ah0oHt1vSgGYBH/liE1NvA== 0000950131-94-000015.txt : 19940114 0000950131-94-000015.hdr.sgml : 19940114 ACCESSION NUMBER: 0000950131-94-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931230 ITEM INFORMATION: 5 FILED AS OF DATE: 19940112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORUM RETIREMENT PARTNERS L P CENTRAL INDEX KEY: 0000804752 STANDARD INDUSTRIAL CLASSIFICATION: 8300 IRS NUMBER: 351686799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 34 SEC FILE NUMBER: 001-09302 FILM NUMBER: 94501142 BUSINESS ADDRESS: STREET 1: 8900 KEYSTONE CROSSING STE 200 STREET 2: PO BOX 40498 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3178460700 8-K 1 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 1993 ---------------------------------------------- FORUM RETIREMENT PARTNERS, L.P. (Exact of registrant as specified in its charter) Delaware 1-9302 35-1686799 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation) Number) Identification Number) 8900 Keystone Crossing, Suite 200 46240-0498 Indianapolis, Indiana (Zip Code) (Address of principal executive offices) (317) 846-0700 (Registrant's telephone number, including area code) ================================================================================ ITEM 5. OTHER EVENTS On December 30, 1993, Forum Retirement Partners, L.P. (the "Partnership") and FRP Financing Limited, L.P., a Delaware limited partnership (the "Affiliated Partnership") entered into a Loan Agreement and related documents (collectively, the "Nomura Loan Agreement") with Nomura Asset Capital Corporation ("Nomura") for $50.7 million in new financing (the "Nomura Loan"). Forum Retirement, Inc., the general partner of the Partnership, is sole general partner of the Affiliated Partnership, owning a 1% general partner's interest, and the Partnership is the sole limited partner of the Affiliated Partnership, owning a 99% limited partner's interest. As required by the Nomura Loan, the Partnership transferred all of its properties and operations to the Affiliated Partnership. The Affiliated Partnership then pledged all of its properties and assets to Nomura as security for the Nomura Loan. The Nomura Loan bears interest at the rate of 9.93% per annum and is amortized over a 20-year period. The Nomura Loan matures on January 1, 2001. The proceeds of the Nomura Loan were used to pay the approximately $9.5 million remaining principal balance of the Partnership's long-term bank debt which matured on December 31, 1993, approximately $34.1 million aggregate principal amount of the Partnership's split coupon first mortgage notes, and related fees and expenses. The Partnership is not restricted as to the use of the remaining $658,000 of the Nomura Loan. (C) EXHIBITS
Exhibit Description ------- ------------------------------------ 10 Nomura Loan Agreement and related documents, each dated as of December 28, 1993 (incorporated by reference to Exhibit 10(8) to Amendment No. 3 to Registration Statement on Form S-2 (Registration No. 33-71498) filed with the Commission on January 5, 1994) 99 Press release issued by the Partnership December 30, 1993
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FORUM RETIREMENT PARTNERS, L.P. By: Forum Retirement, Inc. General Partner By: /s/ John H. Sharpe ------------------ John H. Sharpe, Secretary Date: January 6, 1994 -3- INDEX TO EXHIBITS -----------------
SEQUENTIAL EXHIBIT DESCRIPTION PAGE NUMBER ------- ---------------------------------- ----------- 10 Nomura Loan Agreement and related documents, each dated as of December 28, 1993 (incorporated by reference to Exhibit 10(8) to Amendment No. 3 to Registration Statement on Form S-2 (Registration No. 33-71498) filed with the Commission on January 5, 1994) 99 Press release issued by the 5 Partnership December 30, 1993
-4- EXHIBIT 99 FORUM RETIREMENT PARTNERS, L.P. 8900 Keystone Crossing, Suite 200 Indianapolis, Indiana 46240-0498 317-846-0700 FORUM RETIREMENT PARTNERS ANNOUNCES REFINANCING OF LONG-TERM DEBT FOR IMMEDIATE RELEASE INDIANAPOLIS, INDIANA, December 30, 1993 -- Forum Retirement Partners, L.P. ("FRL"), the Indianapolis-based owner of retirement communities (AMEX:FRL), announced today that it has completed the previously announced refinancing of its long-term debt. The new $50.7 million of financing has a seven-year term, but amortizes based on a 20-year amortization schedule. The terms of FRL's former indebtedness, approximately $9.5 million of which has a scheduled maturity date of December 31, 1993, prohibited the payment of distribution to holders of partnership units in FRL. The terms of the new financing permit FRL to make distributions to unitholders beginning in 1994 if certain financial tests are satisfied. There necessarily can be no assurance as to the timing or amount of future distributions, if any. As previously announced, FRL intends to offer to unitholders of record as of October 18, 1993 the right to buy additional units at $2.00 per unit, the same price previously paid by an affiliate of FRL's general partner to purchase 6.5 million units in connection with FRL's refinancing and recapitalization plan. The net proceeds of that subscription offering will be used to repurchase up to the same number of units from that affiliate at $2.00 per unit. FRL expects to mail to eligible unitholders materials relating to the subscription offering next month. Those materials will describe in greater detail the terms of the refinancing, and the unexpected effect of the refinancing on operational results of FRL. Unitholders who wish to consider exercising the subscription right need not take any action until they receive those materials. -----END PRIVACY-ENHANCED MESSAGE-----