SC 14D1/A

 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                SCHEDULE 14D-1
                               (Amendment No. 3)
                  Tender Offer Statement Pursuant to Section
                14(d)(1) of the Securities Exchange Act of 1934
                                      and
                                 SCHEDULE 13D
                   under the Securities Exchange Act of 1934
                               (Amendment No. 2)

                               FORUM GROUP, INC.
                           (Name of Subject Company)

                             FG ACQUISITION CORP.
                         MARRIOTT INTERNATIONAL, INC.
                                   (Bidders)

                        Common Stock, Without Par Value
                        (Title of Class of Securities)

                                   349841304
                                ---------------
                     (CUSIP Number of Class of Securities)

         Edward L. Bednarz, Esq.                         Copy to:
         FG Acquisition Corp.                   Jeffrey J. Rosen, Esq.
      Marriott International, Inc.                   O'Melveny & Myers
           10400 Fernwood Road               555 13th Street, N.W., Suite 500W
        Bethesda, Maryland 20817                Washington, D.C. 20004-1109
             (301) 380-9555                           (202) 383-5300
 (Name, Address and Telephone Number of
Person Authorized to Receive Notices and
  Communications on Behalf of Bidders)

                           February 20 and 21, 1996
                           ------------------------
        Date of Event(s) which require filing Statement on Schedule 13D

                           CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation/1/: $305,194,175      Amount of Filing Fee/2/: $61,039
- --------------------------------------------------------------------------------

/1/ For purposes of calculating the filing fee only. This calculation assumes
    the purchase of (i) all outstanding shares of Common Stock of Forum Group,
    Inc., (ii) all shares of Common Stock of Forum Group, Inc. issuable pursuant
    to Stock Options vested as of February 15, 1996, and (iii) all shares of
    Common Stock of Forum Group, Inc. issuable upon exercise of outstanding
    warrants (other than warrants which are to be cancelled pursuant to
    agreements with the holders thereof), in each case at $13.00 net per share
    in cash.

/2/ The amount of the filing fee, calculated in accordance with Rule 0-11(d) of
    the Securities Exchange Act of 1934, as amended, equals 1/50th of one
    percent of the aggregate value of cash offered by FG Acquisition Corp. for
    such shares.

[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
    and identify the filing with which the offsetting fee was previously paid.
    Identify the previous filing by registration statement number, or the form
    or schedule and the date of its filing.

    Amount previously paid: $61,039   Filing Party: FG Acquisition Corp.
                                                    Marriott International, Inc.
    Form or 
    registration no.: Schedule 14D-1  Date Filed:   February 23, 1996

                        (Continued on following page(s))
                              (Page 1 of 10 pages)

 
         This Amendment No. 3 to the Tender Offer Statement on Schedule 14D-1
    and Amendment No. 2 to Schedule 13D (together with the Schedule 14D-1, the
    "Schedule 14D-1") amends and supplements the Schedule 14D-1 of FG
    Acquisition Corp., an Indiana corporation (the "Purchaser") and a wholly
    owned indirect subsidiary of Marriott International, Inc., a Delaware
    corporation ("Parent"), in respect of the tender offer (the "Offer") by the
    Purchaser for all of the outstanding shares of Common Stock, without par
    value (the "Shares"), of Forum Group, Inc. (the "Company"). The Offer is
    being made pursuant to an Agreement and Plan of Merger dated as of February
    15, 1996 by and among the Company, the Purchaser and Parent. The Schedule
    14D-1 was initially filed with the Securities and Exchange Commission (the
    "Commission") on February 23, 1996, and the Schedule 13D was initially filed
    with the Commission on February 28, 1996. Capitalized terms not defined
    herein have the meanings assigned thereto in the Schedule 14D-1 and the
    Offer to Purchase, dated February 23, 1996, which is attached as Exhibit
    (a)(9) to the Schedule 14D-1.

         In connection with the foregoing, the Purchaser and Parent are hereby
    amending and supplementing the Schedule 14D-1 as follows:

    ITEM 7.  CONTRACTS, ARRANGEMENTS UNDERSTANDINGS OR 
             RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S 
             SECURITIES.

         Item 7 is hereby amended and supplemented by the addition of the
    following paragraph thereto:

         The Company, Purchaser and Parent have entered into a Limited Waiver
    and Extension dated as of March 12, 1996, providing that, among other
    things, the Purchaser may extend the Offer by one day in exchange for a
    waiver by the Purchaser and Parent of the condition to the Offer that the
    Company acquire all equity interests in Forum Retirement Communities II,
    L.P. and an agreement by the Purchaser and Parent under certain
    circumstances not to assert after March 21, 1996 that several other
    conditions to the Offer have not been satisfied. In addition, Purchaser and
    Parent have acknowledged that the condition to the Offer requiring entry of
    an order by the U.S. Bankruptcy Court has been satisfied. A press release
    relating to the foregoing is filed as Exhibit (a)(11) to the Schedule 14D-1
    and is incorporated herein by reference. A Limited Waiver and Extension
    relating to the foregoing is filed as Exhibit (c)(7) to the Schedule 14D-1
    and is also incorporated herein by reference.


    ITEM 10.  ADDITIONAL INFORMATION

         Item 10(f) is hereby amended and supplemented by the addition of the
    following paragraph thereto:

         On March 13, 1996, Purchaser announced that it will extend the Offer by
    one day.  Accordingly, the Offer, originally set to expire at 12:00 a.m.,
    New York City time, on Thursday, March 21, 1996, will now expire at 12:01
    a.m., New York City time, on Saturday, March 23, 1996.  A press release
    relating to the foregoing is filed as Exhibit (a)(11) to the Schedule 14D-1
    and is incorporated herein by reference.  A Limited Waiver and Extension
    relating to the foregoing is filed as Exhibit (c)(7) to the Schedule 14D-1
    and is also incorporated herein by reference.

                                       2

 
    ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

         Item 11 is hereby amended and supplemented by the addition of the
    following exhibits thereto:

      Exhibit (a)(11) Press Release issued by the Purchaser and Parent dated
                      March 13, 1996.
      Exhibit (c)(7)  Limited Waiver and Extension dated as of March 12, 1996 by
                      and among Marriott International, Inc., FG Acquisition
                      Corp. and Forum Group, Inc.

                                       3

 
                                   SIGNATURE

      After due inquiry and to the best of my knowledge and belief, I certify
    that the information set forth in this statement is true, complete and
    correct.

    Dated: March 13, 1996         FG ACQUISITION CORP.
 
                                  By: /s/ Edward L. Bidnarz


                                  -----------------------------------
                                  Name:  Edward L. Bidnarz
                                  Title: Vice President

                                       4

 
                                   SIGNATURE
                                        
      After due inquiry and to the best of my knowledge and belief, I certify
    that the information set forth in this statement is true, complete and
    correct.

    Dated: March 13, 1996         MARRIOTT INTERNATIONAL, INC.

                                  By: /s/ Joseph Ryan


                                  ------------------------------------
                                  Name:  Joseph Ryan
                                  Title: Executive Vice President

                                       5

 
                                 EXHIBIT INDEX
                                        
 
 
    EXHIBIT NO.        DESCRIPTION
    -----------        -----------
                     
    Exhibit (a)(11)    Press Release issued by the Purchaser and Parent dated
                       March 13, 1996.
    Exhibit (c)(7)     Limited Waiver and Extension dated as of March 12, 1996 
                       by and among Marriott International, Inc., FG Acquisition
                       Corp. and Forum Group, Inc.
 

                                       6

EX-99.(A)(11)

 
                                                                 Exhibit (a)(11)


MARRIOTT INTERNATIONAL EXTENDS TENDER OFFER FOR FORUM GROUP


WASHINGTON, D.C., March 13, 1996 -- Marriott International, Inc. and Forum
Group, Inc. today announced that the $13 per share cash tender offer by a wholly
owned Marriott subsidiary (FG Acquisition Corp.) to purchase all of the
outstanding shares of Forum's common stock has been extended from 12:00
midnight, New York City time on Thursday, March 21, 1996 until 12:01 A.M., New
York City time, Saturday, March 23, 1996.

     Marriott also confirmed that the condition to the tender offer requiring
entry of an order by the U.S. Bankruptcy Court has been satisfied. In addition,
the company said that it has waived the condition to the tender offer requiring
that Forum acquire all of the equity interest in Forum Retirement Communities
II, L.P. In consideration of this waiver, and of Marriott's agreement under
certain circumstances, not to assert after March 21, 1996 that several other
conditions to the tender offer have not been satisfied, Forum has permitted
Marriott to extend the tender offer for one day.

     Based on the latest count of tendered shares, approximately 2,953,713
shares of Forum common stock have been validly tendered and not withdrawn
pursuant to the tender offer. In addition, shares representing approximately 83%
of the outstanding shares of Forum's common stock have been committed to be
tendered, resulting in the tendering of a total of approximately 93% of Forum's
shares.

     Marriott International, Inc., based in Washington, D.C., is a diversified
hospitality company involved in lodging and services management.

EX-99.(C)(7)

 
                                                                  Exhibit (c)(7)

                         LIMITED WAIVER AND EXTENSION


         This LIMITED WAIVER AND EXTENSION (this "Waiver") is dated as of March
12, 1996 and entered into by and among Marriott International, Inc., a Delaware
corporation ("Parent"), FG Acquisition Corp., an Indiana corporation (the
"Purchaser"), and Forum Group, Inc., an Indiana corporation (the "Company"), and
is made with reference to that certain Agreement and Plan of Merger dated as of
February 15, 1996 (the "Merger Agreement"), by and among Parent, the Purchaser
and the Company.  Capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Merger Agreement.

                                    RECITALS

         WHEREAS, Parent and the Purchaser are willing to waive one of the
conditions to the Offer contemplated by the Merger Agreement and Parent, the
Purchaser and the Company desire to extend the Offer until 12:01 A.M., New York
City time, Saturday, March 23, 1996, on the terms and conditions set forth
herein;

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

Section 1.  CONDITIONS TO THE OFFER

         (a) Each of Parent and the Purchaser irrevocably waives the condition
to the Offer set forth in clause (ii)(j) of Exhibit A to the Merger Agreement
and repeated at Section 15 of the Purchaser's Offer to Purchase dated February
23, 1996.

         (b) So long as the Offer is not earlier terminated or extended beyond
the time provided for in Section 2 of this Waiver, effective at 12:01 A.M., New
York City time, Friday, March 22, 1996, Parent and the Purchaser will
irrevocably waive the conditions to the Offer set forth in clauses (ii)(a),
(ii)(b), (ii)(d), (ii)(e), (ii)(f) and (ii)(k) of Exhibit A to the Merger
Agreement and repeated at Section 15 of the Purchaser's Offer to Purchase dated
February 23, 1996.  The foregoing sentence shall not prejudice the rights of
Parent and the Purchaser to extend or terminate the Offer if, as of 12:00
midnight, New York City time, Thursday, March 21, 1996, any of the foregoing
conditions is not fulfilled, in which event this subparagraph (b) will be of no
further force or effect.

         (c) The parties acknowledge that the condition to the Offer set forth
in clause (ii)(i) of Exhibit A to the Merger Agreement and repeated at Section
15 of the Purchaser's Offer to Purchase dated February 23, 1996 has been
satisfied.

                                       1

 
Section 2.  EXTENSION OF OFFER

         Each of Parent, the Purchaser and the Company agrees that,
notwithstanding the provisions of Section 1.1(a) of the Merger Agreement, Parent
and the Purchaser shall be permitted to extend the expiration date of the Offer
until 12:01 A.M., New York City time, Saturday, March 23, 1996, without regard
to whether all Conditions shall have been satisfied on or before such date and
time.

Section 3.  TIMING OF PAYMENTS TO DEPOSITARY

         So long as both (i) the Offer is not terminated or extended beyond the
time provided for in Section 2 of this Waiver and (ii) the Shares are accepted
for payment at the expiration of the Offer, Parent and the Purchaser agree to
deposit with The First Chicago Trust Company of New York, in its capacity as
depositary for the Offer (the "Depositary"), by not later than 10:00 a.m., New
York City time, on Monday, March 25, 1996, immediately available funds
sufficient to make payment on all Shares which the Depositary notifies Parent
and the Purchaser have been validly tendered and not withdrawn pursuant to the
Offer and to instruct the Depositary to begin making prompt payment on March 25,
1996 in respect of all such Shares so accepted for payment.

Section 4.  MISCELLANEOUS

         Except as expressly set forth herein, the terms, provisions and
conditions of the Merger Agreement shall remain in full force and effect and in
all other respects are hereby ratified and confirmed.

         This Waiver may be executed in two or more counterparts, each of which
shall be deemed to be an original, but all of which shall constitute one and the
same instrument.

         Except to the extent the IBCL is required to apply, this Waiver shall
be governed by and construed in accordance with the Laws of the State of
Delaware (regardless of the Laws that might otherwise govern under applicable
principles of conflict of laws) as to all matters, including matters of
validity, construction, effect, performance and remedies.


        [The remainder of this page has been left blank intentionally.]

                                       2

 
         IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

                                 FORUM GROUP, INC.


                                 By: /s/ Dennis L. Lehman
                                     -------------------------
                                  Name:  Dennis L. Lehman
                                  Title: Senior Vice President and  
                                         Chief Financial Officer

                                 MARRIOTT INTERNATIONAL, INC.


                                 By: /s/ William J. Shaw
                                     -------------------------
                                  Name:  William J. Shaw
                                  Title: Executive Vice President 

                                 FG ACQUISITION CORP.


                                 By: /s/ William J. Shaw
                                     -------------------------
                                  Name:  William J. Shaw
                                  Title: President

                                       3