SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
Under the Securities Exchange Act of 1934
Forum Retirement Partners, L.P.
-------------------------------
(Name of Issuer)
Partnership Preferred Depositary Units
--------------------------------------
(Title of Class of Securities)
349 851 105
--------------
(CUSIP Number)
Forum Group, Inc.
8900 Keystone Crossing
Suite 200
Indianapolis, Indiana 46240-0498
Attention: John H. Sharpe, Esq.
(317) 846-0700
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 23, 1994
------------------------------------
(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 Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
Page 1 of 8 Pages
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SCHEDULE 13D
CUSIP NO. 349 851 105 Page 2 of 8 Pages
- --------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forum Group, Inc.
- --------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
2 (b) x
- --------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- --------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(e) ( )
- --------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Indiana
- --------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 4,130,980 Units
BY EACH REPORTING -------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
0
-------------------------------------------
9 SOLE DISPOSITIVE POWER
4,130,980 Units
-------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,636,791 Units
- --------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* ( )
- --------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
56.5%
- --------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- --------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 349 851 105 Page 3 of 8 Pages
- --------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forum A/H, Inc.
- --------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
2 (b) x
- --------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF WC
- --------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) ( )
- --------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- --------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 4,505,811 Units
BY EACH REPORTING -------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
0
-------------------------------------------
9 SOLE DISPOSITIVE POWER
4,505,811 Units
-------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,636,791 Units
- --------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* ( )
- -------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
56.5%
- --------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- --------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 4 amends and supplements the Statement on
Schedule 13D filed on August 24, 1993 (as heretofore amended and
supplemented, the "Schedule 13D"), by Forum Group, Inc., an
Indiana corporation. Capitalized terms used herein not otherwise
defined have the respective meanings ascribed to them in the
Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Item 3 is hereby amended by adding the following at the end
thereof:
On August 23, 1994, FGI purchased a total of 2,190,712
Units for an aggregate purchase price of $5,781,464 (such
purchases being hereinafter referred to as the "August 23
Purchases"). See Schedule IV hereto for specific
information with respect to the August 23 Purchases. The
funds required by FGI to pay the purchase price for the
Units purchased by it in the August 23 Purchases were
obtained from FGI's existing cash balances.
Item 4. Purpose of Transaction.
-----------------------
Item 4 is hereby amended by deleting it in its entirety and
substituting the following therefor:
The responses to Items 3, 5 and 6 are incorporated herein
by this reference.
FGI's principal purpose in consummating the August 23
Purchases was to increase its equity interest in the
Partnership.
FGI or Forum A/H may at any time acquire additional Units
or take other action with respect to the Partnership or any
of its securities in any manner permitted by law, including
the acquisition of additional Units in open-market
purchases, in additional privately negotiated transactions,
in a tender or exchange offer or other form of business
combination, or a combination of any of the foregoing.
There can be no assurance as to whether any such transaction
or action described in this Item 4 will be consummated or
taken, or as to the possible timing or terms thereof.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5 is hereby amended by deleting the second paragraph
thereof in its entirety and substituting the following therefor:
Immediately following the August 23 Purchases, (i) FGI
directly owned 4,130,980 Units, constituting 27.0% of the
total number of Units outstanding, as to which, subject to
the terms of the Partnership Agreement, it had sole voting
and dispositive power, and (ii) Forum A/H (FGI's wholly
owned subsidiary) directly owned 4,505,811 Units,
4
<PAGE>
constituting 29.5% of the total number of Units outstanding,
as to which, subject to the terms of the Partnership
Agreement and the security agreement described below, it had
sole voting and dispositive power. By reason of the
relationship described in Item 2 above, FGI may be deemed to
own beneficially the Units owned directly by Forum A/H.
Further, FGI and Forum A/H may be deemed to constitute a
"group" within the meaning of Rule 13d-5 under the Exchange
Act.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities
of the Issuer.
--------------------------------------------
Item 6 is hereby amended by (i) deleting the third, fifth and
sixth paragraphs thereof in their entirety and (ii) adding the
following immediately prior to the last paragraph thereof:
Pursuant to a security agreement, dated as of April 15,
1994, made by Forum A/H to Citicorp USA, Inc., as agent,
Forum A/H has pledged 3,900,000 of the Units owned directly
by it, and the right to receive amounts due under or
pursuant to the Partnership Agreement with respect to such
Units, to secure a letter of credit issued by Citibank, N.A.
in the face amount of $6,883,336.08, which letter of credit
was issued as security for a letter of credit issued by
Chemical Bank with respect to municipal bonds issued to
finance a rental retirement community currently leased by a
subsidiary of FGI.
5
<PAGE>
SCHEDULE IV
INFORMATION REGARDING THE AUGUST 23 PURCHASES
---------------------------------------------
Number Aggregate Description
of Units Purchase Per Unit of
Acquired Price Purchase Price Transaction
- --------- ---------- -------------- -----------
1,040,644 $3,121,932 $3.00 Privately
negotiated
transaction
1,150,068 $2,659,532 $2.3125 Privately
negotiated
transaction
6
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SIGNATURE
After reasonable 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 and agrees that
this statement may be filed jointly with Forum A/H, Inc.
Dated: August 23, 1994
FORUM GROUP, INC.
By:/s/ Troy B. Lewis
-----------------
Troy B. Lewis,
Attorney-in-fact*
- --------------------
* Pursuant to a Power of Attorney executed on behalf of Forum
Group, Inc. and previously filed as Exhibit 7 to the
Schedule 13D.
7
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SIGNATURE
After reasonable 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 and agrees
that this statement may be filed jointly with Forum Group, Inc.
Dated: August 23, 1994
FORUM A/H, INC.
By:/s/ Troy B. Lewis
-----------------
Troy B. Lewis,
Attorney-in-fact*
- --------------------
* Pursuant to a Power of Attorney executed on behalf of Forum
A/H and previously filed as Exhibit 7 to the Schedule 13D.
8
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