UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
FORUM RETIREMENT PARTNERS, L.P.
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(Name of Issuer)
PARTNERSHIP PREFERRED DEPOSITARY UNITS
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(Title of Class of Securities)
349 851 105
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(CUSIP Number)
David L. Buckley
10400 Fernwood Road
Bethesda, MD 20817
(301) 380-9000
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(Name, Address, Telephone Number of Persons Authorized
to Receive Notices and Communications)
July 15, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 9 Pages
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CUSIP No. 349 851 105 Page 2 of 9 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forum Group, Inc.
EIN: 61-0703072
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
Not applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER
14,151,169 /1
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER
-0-
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER
14,151,169
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
14,151,169
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
92.6%
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14. TYPE OF REPORTING PERSON
CO
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1/ Includes Units held by Forum A/H, Inc. and Forum Retirement, Inc.
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CUSIP No. 349 851 105 Page 3 of 9 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forum A/H, Inc.
EIN: 35-1900163
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
Not applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER
12,035,312
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER
-0-
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER
12,035,312
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
12,035,312
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.7%
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14. TYPE OF REPORTING PERSON
CO
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CUSIP No. 349 851 105 Page 4 of 9 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forum Retirement, Inc.
EIN: 35-1658784
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER
2,115,857
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER
-0-
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER
2,115,857
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,115,857
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
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14. TYPE OF REPORTING PERSON
CO
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<PAGE>
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CUSIP No. 349 851 105 Page 5 of 9 Pages
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Amendment No. 13 to Schedule 13D
This amendment No. 13 amends and supplements the Statement on Schedule
13D originally filed by Forum Group, Inc. ("FGI") on August 24, 1993 (as
heretofore amended and supplemented, the "Schedule 13D"). Capitalized terms used
herein without definition have the meanings set forth in the Schedule 13D. This
Amendment No. 13 to Schedule 13D should be read in conjunction with, and is
qualified in its entirety by reference to, the Schedule 13D.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is revised and amended and is restated as
set forth below:
(a)-(c), (f). As previously reported, on June 21, 1997, the
outstanding stock of FGI was acquired by HMC Senior Communities, Inc. ("HMCS"),
a wholly-owned subsidiary of Host Marriott Corporation ("Host Marriott"), from
Marriott Senior Living Services, Inc., a subsidiary of Marriott International,
Inc. As a result, FGI is a wholly-owned, indirect subsidiary of Host Marriott.
FGI, in turn, owns all of the outstanding stock of Forum Retirement, Inc.
("FRI"), the general partner of Forum Retirement Partners, L.P. (the
"Partnership"). FGI, Forum A/H, Inc. (a wholly-owned subsidiary of FGI) and FRI
are referred to herein as the "Reporting Persons". Certain information regarding
the directors and executive officers of the Reporting Persons, HMCS and Host
Marriott is set forth on Appendices A, B, C, D, and E attached hereto.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is revised and amended and is restated as
set forth below:
As previously reported, FRI acquired 1,000,894 Units for an
aggregate price of approximately $4,504,023 in connection with the settlement of
litigation ("Settlement") initiated by The Russell F. Knapp Revocable Trust. The
funds necessary for FRI to consummate this purchase were obtained from the
existing working capital of Host Marriott.
On May 22, 1998, FRI acquired an additional 1,114,963 Units
for an aggregate price of approximately $5,017,334 pursuant to the terms of the
Settlement. The funds necessary for FRI to consummate this purchase were
obtained from the existing working capital of Host Marriott.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is revised and amended as set forth below:
On June 18, 1998, Host Marriott advised the Board of Directors of FRI
that it intended to explore alternatives through which the Reporting Persons
could acquire the remaining 1,134,079 Units not currently owned by the Reporting
Persons. At that time, Host Marriott did not make any specific proposal or
discuss the possible terms of such a transaction.
At the meeting, the Board of Directors of FRI established an advisory
committee of independent directors ("Advisory Committee") to (i) review and
evaluate the terms of any proposed transaction, (ii) if deemed appropriate by
the Advisory Committee, negotiate the terms of any proposed transaction and take
such actions on behalf of FRP and its affiliated operating partnerships as
deemed necessary or desirable, and (iii) report to the entire Board of Directors
the results of the Advisory Committee's actions and conclusion, including its
recommendation as to the fairness of the terms, from a financial point of view,
of any proposed transaction. The Board of Directors also authorized the Advisory
Committee to engage independent financial and legal advisors to assist it in
evaluating and considering any proposal ultimately presented.
<PAGE>
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CUSIP No. 349 851 105 Page 6 of 9 Pages
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On July 15, 1998, Host Marriott presented the Advisory Committee with a
proposal ("Proposed Transaction") pursuant to which Host Marriott, through an
affiliate, would acquire the remaining Units. The Proposed Transaction would be
structured as a merger between FRP and a newly formed, wholly-owned limited
partnership subsidiary of Host Marriott, whereby persons, other than Host
Marriott, would receive $4.50 in cash per Unit. In addition to customary
conditions, the closing of the Proposed Transaction is subject to approval by
the Advisory Committee and the Board of Directors, receipt of a fairness opinion
from the financial advisor to the Advisory Committee, and approval by holders of
a majority of Units.
The letter to the members of the Advisory Committee outlining the
Proposed Transaction is filed as an Exhibit to this Schedule 13D and
incorporated by reference herein.
The Proposed Transaction would, if and when approved and consummated,
result in the Units' ceasing to be authorized for trading on the American Stock
Exchange and becoming eligible for termination of registration under Section
12(g)(4) of the Securities Exchange Act of 1934, as amended ("Exchange Act").
Except as set forth herein or in connection with the Proposed
Transaction (if approved and consummated), the Reporting Persons have no present
plans or proposals that relate to or would result in: (i) the acquisition of
additional Units or the disposition of Units; (ii) an extraordinary Partnership
transaction, such as a merger, reorganization or liquidation of the Partnership;
(iii) a sale or transfer of a material amount of assets of the Partnership; (iv)
any change in the present board of directors or management of FRI, including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (v) any material change in the Partnership's
business or structure; (vii) any changes in the Partnership's governing
instruments or other actions which may impede the acquisition of control of the
Partnership by any person; (viii) causing a class of securities of the
Partnership to be delisted from a national securities exchange or cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (ix) causing a class of equity securities of
the Partnership to become eligible fore termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (ix) any action similar to any of those
enumerated above.
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CUSIP No. 349 851 105 Page 8 of 9 Pages
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Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is revised and amended and is restated as
set forth below:
(a)-(b) The aggregate number and percentage of outstanding
Units beneficially owned are set forth below. Except as otherwise indicated,
each entity has the sole power to vote and to dispose of the Units listed
opposite its name.
Number of Units Percent of Outstanding
Name of Beneficial Owner Beneficially Owned Units Owned
- ------------------------ ------------------ ----------------------
Forum Group, Inc. 14,151,169* 92.6%
Forum A/H, Inc. 12,035,312 78.7%
Forum Retirement, Inc. 2,115,857 13.8%
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* Includes 12,035,312 Units and 2,115,857 Units held by Forum A/H, Inc. and FRI,
respectively.
(c) As reported in Item 3 above, FGI, through FRI, purchased
1,000,894 Units and 1,114,963 Units as of March 25, 1998 and May 22, 1998,
respectively, at a purchase price of $4.50 per Unit in connection with the
Settlement. In connection with the Settlement, Host Marriott also agreed to pay
as much as $1.25 per Unit to holders of Units who accepted the Settlement, under
certain circumstances, in the event that Host Marriott within three years
following the date of the Settlement initiates a tender offer for Units. The
District Court for the Southern District of Indiana entered an order approving
the Settlement on February 5, 1998.
(d) Not Applicable.
(e) Not Applicable.
Item 7. Material To Be Filed as Exhibits.
(a) Letter dated July 15, 1998 from Host Marriott to members of the
Advisory Committee.
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CUSIP No. 349 851 105 Page 9 of 9 Pages
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and
belief of each of the undersigned, each of the undersigned certificates that the
information set forth in this statement is true, complete and correct.
Dated. July 17, 1998
Forum Group, Inc. Forum A/H, Inc.
By: /s/ Christopher G Townsend By: /s/ Christopher G Townsend
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Christopher G. Townsend, Secretary Christopher G. Townsend, Secretary
Forum Retirement, Inc.
By: /s/ Christopher G Townsend
----------------------------------
Christopher G. Townsend, Secretary
<PAGE>
APPENDIX A
FORUM GROUP, INC.
Bruce D. Wardinski
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817
Citizenship: U.S.A.
Director and Treasurer
Christopher G. Townsend
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817
Citizenship: U.S.A.
Director and Secretary
Robert E. Parsons, Jr.
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817
Citizenship: U.S.A.
Director and President
A-1
<PAGE>
APPENDIX B
FORUM A/H, INC.
Bruce D. Wardinski
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817
Citizenship: U.S.A.
Treasurer
Christopher G. Townsend
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817
Citizenship: U.S.A.
Director and Secretary
Robert E. Parsons, Jr.
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817
Citizenship: U.S.A.
Director and President
Elizabeth R. Lieberman
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817
Citizenship: U.S.A.
Director
B-1
<PAGE>
APPENDIX C
FORUM RETIREMENT, INC.
Bruce D. Wardinski
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817
Citizenship: U.S.A.
Treasurer
Christopher G. Townsend
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817
Citizenship: U.S.A.
Secretary
Robert E. Parsons, Jr.
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817
Citizenship: U.S.A.
Director and President
James Leslie
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817
Citizenship: U.S.A.
Director
John Sexton
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817
Citizenship: U.S.A.
Director
C-1
<PAGE>
APPENDIX D
HMC SENIOR COMMUNITIES, INC.
Bruce D. Wardinski
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817
Citizenship: U.S.A.
Treasurer
Christopher G. Townsend
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817
Citizenship: U.S.A.
Director and Secretary
Robert E. Parsons, Jr.
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817
Citizenship: U.S.A.
Director and President
D-1
<PAGE>
APPENDIX E
HOST MARRIOTT
Richard E. Marriott Robert E. Parsons, Jr.
Host Marriott Corporation Host Marriott Corporation
10400 Fernwood Road 10400 Fernwood Road
Bethesda, Maryland 20817 Bethesda, Maryland 20817
Citizenship: U.S.A. Citizenship: U.S.A.
Chairman of the Board and Director Chief Financial Officer and
Executive Vice President
Christopher J. Nassetta Ann D. McLaughlin
Host Marriott Corporation Host Marriott Corporation
10400 Fernwood Road 10400 Fernwood Road
Bethesda, Maryland 20817 Bethesda, Maryland 20817
Citizenship: U.S.A. Citizenship: U.S.A.
Chief Operating Officer and Director
Executive Vice President
Harry L. Vincent, Jr. J.W. Marriott, Jr.
Host Marriott Corporation Host Marriott Corporation
10400 Fernwood Road 10400 Fernwood Road
Bethesda, Maryland 20817 Bethesda, Maryland 20817
Citizenship: U.S.A. Citizenship: U.S.A.
Director Director
John G. Schreiber R. Theodore Ammon
Host Marriott Corporation Host Marriott Corporation
10400 Fernwood Road 10400 Fernwood Road
Bethesda, Maryland 20817 Bethesda, Maryland 20817
Citizenship: U.S.A. Citizenship: U.S.A.
Director Director
Robert M. Baylis Terence C. Golden
Host Marriott Corporation Host Marriott Corporation
10400 Fernwood Road 10400 Fernwood Road
Bethesda, Maryland 20817 Bethesda, Maryland 20817
Citizenship: U.S.A. Citizenship: U.S.A.
Director Director, President and CEO
Christopher G. Townsend
Host Marriott Corporation
10400 Fernwood Road
Bethesda, Maryland 20817
Citizenship: U.S.A.
General Counsel and Secretary
<PAGE>
EXHIBIT A
HOST MARRIOTT
C O R P O R A T I O N
July 15, 1998
Board of Directors of Forum Retirement, Inc.
10400 Fernwood Road
Bethesda, Maryland 20817
Re: Proposed Merger
Gentlemen:
This letter is submitted to the Board of Directors of Forum Retirement,
Inc., a Delaware corporation ("FRI"), general partner of Forum Retirement
Partners, L.P., a Delaware limited partnership ("FRP").
As you know, FRI is an indirect wholly-owned subsidiary of Host
Marriott Corporation ("Host"). Currently 15,282,040 units of limited partnership
of FRP ("Units") are outstanding, of which 2,115,857, or 13.8%, are owned by
FRI, and 12,035,312, or 78.7%, are owned by Forum A/H, Inc. ("FAH"), an indirect
wholly-owned subsidiary of Host. The remaining 1,130,871, or 7.4% of the Units
(the "Remaining Units") are held by persons other than Host and its affiliates
and are traded on the American Stock Exchange.
Host is pleased to make a proposal, outlined in Exhibit 1 to this
letter (the "Proposed Transaction"), that would result in the acquisition for
cash of all of the Remaining Units. Upon consummation of the Proposed
Transaction, Host, through its affiliates, would own 100% of the Units.
It is currently contemplated that the Proposed Transaction would be
structured as a merger between FRP and a newly formed indirect wholly-owned
limited partnership subsidiary of Host. We believe that such a transaction would
provide the holders of the Remaining Units with the opportunity to realize a
fair cash value for their Units. The proposed price of $4.50 per Remaining Unit
is equal to the price per Unit paid in connection with the recent settlement of
litigation initiated by The Russell F. Knapp Revocable Trust.
<PAGE>
The Proposed Transaction will be conditioned on, among other things,
approval by the Board of Directors of FRI, approval by an Advisory Committee of
the Board of Directors that will consider the Proposed Transaction from the
point of view of the holders of the Remaining Units, and issuance of a fairness
opinion with respect to the Proposed Transaction by the financial advisors of
the Advisory Committee.
We expect that you will take some time to deliberate with respect to
the Proposed Transaction. We are hopeful that, after you have had ample time to
review the terms of the Proposed Transaction, you will recommend that FRI
proceed with the Proposed Transaction. We, of course, reserve the right to amend
or withdraw this proposal at any time in our sole discretion.
Sincerely,
/s/ Steven J. Fairbanks
-----------------------
Steven J. Fairbanks
cc: Chris Nassetta
Bruce Wardinski
Jim Francis
<PAGE>
EXHIBIT 1
Terms of Proposed Transaction
1. Transactions
(a) Host, or a direct or indirect wholly-owned subsidiary of Host,
will form a new limited partnership ("Newco") for the purpose of
engaging in a merger transaction with FRP. All of the general and
limited partnership interests of Newco would be indirectly owned
by Host.
(b) Newco would be merged with and into FRP, with FRP as the surviving
entity.
(c) Each issued and outstanding Remaining Unit would be cancelled,
extinguished and retired, and would be converted into the right to
receive [$4.50] in cash.
(d) Each Unit, other than the Remaining Units, would remain a unit of
limited partner interest in FRP.
(e) Each outstanding partnership interest of Newco, general or
limited, would be cancelled, extinguished and retired, and no
payment would be made therefor.
(f) Newco would cease to exist.
(g) The Company would continue to own its general partner interest in
FRP, and would continue to be the sole general partner of FRP.
2. Conditions to Closing
(a) Execution of a definitive Merger Agreement containing
representations, covenants, conditions and other terms customary
for transactions of this type;
(b) Approval of the transaction by the Advisory Committee of the Board
of Directors of the Company;
(c) Approval of the transaction by the Board of Directors of the
Company;
(d) Approval of the transaction by a majority of the holders of the
Units;
(e) Receipt of a fairness opinion from the financial advisor to the
Advisory Committee (i) at the time of the Advisory Committee's
recommendation to the Board of Directors of the Company and (ii)
as of the date of the mailing of proxy statements stating that the
proposed transaction is fair, from a financial point of view, to
the holders of the Remaining Units;
(f) Expiration of Hart-Scott-Rodino waiting period;
(g) Receipt of all required third-party and governmental consents.
<PAGE>
3. Termination Rights.
Host Marriott Corporation reserves the right to terminate the
transaction at any time prior to closing.
4. Access to Information.
The Board of Directors will make available to the Advisory Board and
its advisors financial, business and other information concerning the operations
of FRP as they may reasonably request.
