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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
FORUM GROUP, INC.
___________________________________________________________________________
(Name of Issuer)
COMMON STOCK
___________________________________________________________________________
(Title of Class of Securities)
349841304
___________________________________________________________________________
(CUSIP Number)
JOHN F. HARTIGAN, ESQ. MORGAN, LEWIS & BOCKIUS
801 SOUTH GRAND AVENUE, LOS ANGELES, CA 90017
(213) 612-2500
___________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
DECEMBER 20, 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 the statement / /. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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 for 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 to be "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).
Exhibit Index is located on page 7.
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SCHEDULE 13D
CUSIP No. 349841304
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APOLLO FG PARTNERS, L.P.
___________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) /X/
___________________________________________________________________________
3 SEC USE ONLY
___________________________________________________________________________
4 SOURCE OF FUNDS*
WC
___________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (e) / /
___________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
___________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0 SHARES OF COMMON STOCK
-----------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 17,539,694 SHARES OF COMMON STOCK
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,769,847 SHARES OF COMMON STOCK
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 SHARES OF COMMON STOCK
___________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,539,694 SHARES OF COMMON STOCK
___________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ /
___________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.2%
___________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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STATEMENT PURSUANT TO RULE 13d-1
OF THE GENERAL RULES AND REGULATIONS
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
This statement is being filed on behalf of Apollo FG Partners,
L.P. ("AFG"). This Amendment No. 7 supplements and amends the Statement on
Schedule on 13D filed on November 30, 1994 (as heretofore amended and
supplemented, the "Schedule 13D"). Capitalized terms used herein which are
not otherwise defined are so used with 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 immediately
prior to the last paragraph thereof:
On December 21, 1994, AFG and Forum Holdings entered into an
agreement (the "Warrant Purchase Agreement") to purchase from
Citicorp USA, Inc. ("Citicorp") (i) 550,205 warrants (the
"Warrants") issued by the Company pursuant to a Warrant
Agreement, dated as of June 10, 1993 (the "Warrant Agreement"),
by and between the Company and Citicorp, entitling the registered
holder thereof to purchase from the Company 1.00060393564 shares
of Common Stock (subject to adjustment) per Warrant on the terms
and subject to the conditions provided in the Warrant Agreement
and (ii) 149,607 special warrants (the "Special Warrants") issued
by the Company pursuant to the Warrant Agreement, entitling the
registered holder thereof to purchase from the Company one share
of Common Stock per Special Warrant on the terms and subject to
the conditions provided in the Warrant Agreement. The Warrants
are exercisable at a purchase price equal to $3.37 per share
(subject to adjustment), and the Special Warrants are exercisable
at a nominal purchase price.
Pursuant to the Warrant Purchase Agreement, AFG individually
agreed to purchase 275,103 Warrants entitling the registered
holder thereof to purchase 275,269 shares of Common Stock and
74,803 Special Warrants entitling the registered holder thereof
to purchase from the Company an equal number of shares of Common
Stock for $1,434,235.09. The funds required by AFG for the
transaction were obtained from working capital of AFG. Pursuant
to the Warrant Purchase Agreement, Forum Holdings agreed to
purchase the remaining Warrants and Special Warrants from
Citicorp.
Item 4. Purpose of Transaction.
----------------------
Item 4 is hereby amended by adding the following immediately
prior to the last paragraph thereof:
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AFG's principal purpose for the purchase of Warrants and
Special Warrants pursuant to the Warrant Purchase Agreement was
to take advantage of what it perceived as an attractive
investment opportunity pursuant to which it would be able to
increase its equity interest in the Company.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 is hereby amended and restated in its entirety as follows:
The responses to Items 3, 4 and 6 are incorporated herein by
this reference.
AFG has previously been informed that 4,984 shares of Common
Stock have been issued pursuant to the Plan of Reorganization
since the closing of AFG's initial investment in shares of Common
Stock. As a result of the issuance of such shares, AFG and Forum
Holdings are each presently entitled to purchase 2,880 shares of
Common Stock for nominal consideration upon exercise of the
Investor Warrants. AFG has also been informed that immediately
following transactions contemplated by the Warrant Purchase
Agreement, Forum Holdings beneficially owned 8,769,847 shares of
Common Stock (including (i) 2,880 shares presently purchasable
upon exercise of the Investor Warrants, (ii) 275,268 shares
presently purchasable upon exercise of Special Warrants), or
37.6% of the total number of shares of Common Stock then
outstanding. Immediately following such transactions, AFG was
the direct beneficial owner of 8,769,847 shares of Common Stock
(including (i) 2,880 shares presently purchasable upon exercise
of the Investor Warrant, (ii) 275,269 shares presently
purchasable upon exercise of Warrants, and (iii) 74,803 shares
presently purchasable upon exercise of Special Warrants), or
37.6% of the total number of shares of Common Stock then
outstanding. By reason of the relationships described in Item 2
above, each of the Reporting Persons may be deemed to be the
beneficial owners of all such shares beneficially owned by AFG.
As a result of the Shareholders' Agreement, AFG and each of the
other Reporting Persons may be deemed to be the beneficial owner
of all of the 17,539,694 shares of Common Stock beneficially
owned by AFG and Forum Holdings in the aggregate following the
transactions contemplated by the Warrant Purchase Agreement, or
75.2% of the total number of shares of Common Stock then
outstanding. The foregoing percentages are based upon 23,331,509
shares of Common Stock outstanding (which number includes (i) the
5,760 shares presently issuable upon exercise of the Investor
Warrants, (ii) the 550,537 shares presently issuable upon
exercise of Warrants, and (iii) the 275,103 shares presently
issuable upon exercise of Special Warrants). (Reference is made
to such statements on Schedule 13D as have been or may be filed
with the Securities and Exchange Commission by Forum Holdings for
information regarding Forum Holdings and its ownership of shares
of Common Stock.)
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As a result of provisions of the Shareholders' Agreement
described in Item 6, the Reporting Persons may be deemed to have
shared power to vote or direct the vote of all 17,539,694 shares
of Common Stock owned by AFG and Forum Holdings. The Reporting
Persons may have sole power to dispose or direct the disposition
of 8,769,847 shares of Common Stock.
Except as otherwise disclosed in this Statement, as amended
and supplemented, the Reporting Persons disclaim beneficial
ownership of any shares of Common Stock issuable upon exercise
of any Investor Warrants, Warrants or Special Warrants.
Except as otherwise disclosed in this Statement, as amended
and supplemented, none of the Reporting Persons has effected any
transactions in shares of Common Stock during the preceding
60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
--------------------------------------------------------
Item 6 is hereby amended by adding the following immediately
prior to the last paragraph thereof:
Pursuant to the Warrant Purchase Agreement, Citicorp
assigned its rights under the Warrant Agreement to Forum Holdings
and AFG, and each of Forum Holdings and AFG has consented to and
agreed to be bound by the provisions of the Warrant Agreement.
The Warrant Agreement provides for adjustments to the number and
kind of securities issuable and the purchase price payable upon
exercise of the Warrants upon the occurrence of certain events.
The Warrant Agreement also provides that holders of shares of
Common Stock issued upon exercise of the Warrants and the Special
Warrants will have certain piggyback registration rights with
respect to such shares.
The foregoing response to this Item 6 is qualified in its
entirety by reference to the Registration Rights Agreement, the
Shareholders' Agreement and the Warrant Agreement.
Item 7. Material to be filed as Exhibits.
--------------------------------
Exhibit 1 Warrant Purchase Agreement
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SIGNATURE
After reasonable 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: December 20, 1994
APOLLO FG PARTNERS, L.P.
By: APOLLO INVESTMENT FUND, L.P.,
Its General Partner
By: APOLLO ADVISORS, L.P.,
Its Managing General Partner
By: APOLLO CAPITAL MANAGEMENT, INC.,
Its General Partner
By: /s/ Michael D. Weiner
Title: Vice President
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EXHIBIT INDEX
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Sequential
Exhibit No. Numbered Page
----------- -------------
1 Warrant Purchase Agreement 8
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PURCHASE AGREEMENT
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This Purchase Agreement (this "Agreement") is made and entered into as
of December 20, 1994, by and among Citicorp USA, Inc. ("Seller"), Forum
Holdings, L.P. ("Holdings") and Apollo FG Partners, L.P. ("Apollo" and,
collectively with Holdings, "Purchasers").
RECITALS:
---------
A. Seller owns (1) 550,205 warrants ("Forum Warrants") issued by
Forum Group, Inc. ("Forum") pursuant to a Warrant Agreement, dated as of
June 10, 1993 (the "Warrant Agreement"), by and between Seller and Forum,
presently entitling the registered holder thereof to purchase from Forum
1.00060393564 shares (subject to adjustment) of Common Stock of Forum
("Forum Common Shares") per Forum Warrant on the terms and subject to the
conditions provided in the Warrant Agreement and (2) 149,607 special
warrants ("Forum Special Warrants") issued by Forum pursuant to the Warrant
Agreement, entitling the registered holder thereof to purchase from Forum
one Forum Common Share per Forum Special Warrant on the terms and subject
to the conditions provided in the Warrant Agreement.
B. Seller desires to sell to Holdings, and Holdings desires to
purchase from Seller, 275,103 Forum Warrants presently entitling the
registered holder thereof to purchase 275,269 Forum Common Shares and
74,803 Forum Special Warrants entitling the registered holder thereof to
purchase an equal number of Forum Common Shares (such Forum Warrants and
Forum Special Warrants being hereinafter collectively referred to as the
"Holdings Warrants") for an aggregate purchase price of $1,434,235.09 (the
"Holdings Purchase Price").
C. Seller desires to sell to Apollo, and Apollo desires to purchase
from Seller, 275,102 Forum Warrants presently entitling the registered
holder thereof to purchase 275,268 Forum Common Shares and 74,804 Forum
Special Warrants entitling the registered holder thereof to purchase an
equal number of Forum Common Shares (such Forum Warrants and Forum Special
Warrants being hereinafter collectively referred to as the "Apollo
Warrants") for an aggregate purchase price of $1,434,238.45 (the "Apollo
Purchase Price").
NOW, THEREFORE, Seller and Purchasers hereby agree as follows:
1. Purchase and Sale. (a) Simultaneously with the execution and
delivery hereof, (i) Seller will sell, assign and transfer to Holdings, and
Holdings will purchase and accept from Seller, the Holdings Warrants and
(ii) Seller will sell, assign and transfer to Apollo, and Apollo will
purchase and accept from Seller to Apollo Warrants. (The Holdings Warrants
and the Apollo Warrants are sometimes hereinafter collectively referred to
as the "Purchased Warrants.")
(b) Simultaneously with the execution and delivery hereof,
Seller will deliver to Daniel A. Decker, as agent for Purchasers,
the warrant certificates representing the Purchased Warrants, accompanied
by an assignment in the form attached hereto as Exhibit A duly signed on
behalf of Seller (with such signature either (i) guaranteed by a bank
or trust company or a broker or dealer that is a member of the National
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Association of Securities Dealers, Inc. or (ii) accompanied by an
incumbency certificate in form and substance reasonably satisfactory
to Purchasers).
(c) Simultaneously with the execution and delivery hereof,
Holdings will pay to Seller an amount equal to the Holdings Purchase
Price by means of a wire transfer made in accordance with
the instructions attached hereto as Exhibit B.
(d) Simultaneously with the execution and delivery hereof,
Apollo will pay to Seller an amount equal to the Apollo Purchase
Price by means of a wire transfer made in accordance with
the instructions attached hereto as Exhibit B.
2. Certain Representations. (a) Seller represents to Purchasers
that (i) it has all right, title and interest in and to the Purchased
Warrants, free and clear of all liens, claims and encumbrances (other than
restrictions set forth in the Warrant Agreement and applicable federal
and state securities laws), (ii) this Agreement has been duly authorized
by all necessary corporate action on the part of Seller and constitutes
the legal, valid and binding obligation of Seller, and (iii) the execution,
delivery and performance of this Agreement by Seller does not (with or
without the giving of notice, the passage of time or both) conflict with
or constitute a breach of any obligation of Seller.
(b) Each Purchaser represents to Seller that (i) this Agreement
has been duly authorized by all necessary partnership action on the part
of such Purchaser and constitutes a legal, valid and binding obligation of
such Purchaser and (ii) the execution, delivery and performance of this
Agreement by such Purchaser does not (with or without the giving of notice,
the passage of time or both) conflict with or constitute a breach of any
obligation of such Purchaser.
3. Assignment of Rights. Seller hereby assigns to each Purchaser
all its rights, title and interest in and to the Warrant Agreement to the
extent that the Warrant Agreement relates to the respective portion of the
Purchased Warrants being purchased hereunder by such Purchaser and, in
connection therewith, each Purchaser hereby consents to and agrees to be
bound by the provisions of the Warrant Agreement.
4. Parties' Knowledge and Sophistication. Each of the parties
hereto represents that it has such general knowledge and experience in
financial and business matters that it is capable of evaluating the risks
and merits of an investment in Forum Warrants and Forum Special Warrants.
Each of the parties hereto acknowledges that it has either been supplied
with or has had access to information, and has had the opportunity to ask
questions and receive answers from Forum's management, concerning Forum and
its business and Forum Warrants and Forum Special Warrants as it has deemed
appropriate in connection with the transactions contemplated hereby.
5. Manner of Sale. Each of Purchasers understands that the
Purchased Warrants (a) are not being registered or qualified under federal
or state securities laws and (b) cannot be sold, transferred or otherwise
disposed of unless subsequently registered or exempt from registration
under such laws. Each Purchaser represents that it is purchasing the
respective portion of the Purchased Warrants being purchased hereunder by
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it for its own account and for investment purposes and not with a view
to resale or other distribution thereof in violation of the federal
or state securities laws.
6. Miscellaneous. This Agreement (a) contains the parties' entire
agreement regarding the transactions contemplated hereby and supersedes all
prior agreements with respect to such matters and is not intended to confer
upon any other person or entity (other than Forum which is expressly
intended to be a third-party beneficiary of the provisions of Section 3
hereof) any rights or remedies hereunder, (b) will be governed by and
construed in accordance with the laws of the State of New York without
regard to the principles of conflict of laws, and (c) may be executed in
any number of counterparts, each of which will be deemed to be an original
but all of which together will constitute but one agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
CITICORP USA, INC.
By: _________________________________
Name: __________________________
Title: __________________________
FORUM HOLDINGS, L.P.
By: HRP Management II, Ltd.,
its General Partner
By: HH Genpar Partners,
its General Partner
By: Hampstead Associates, Inc.,
its Managing General Partner
By: _________________________________
Name: __________________________
Title: __________________________
APOLLO FG PARTNERS, L.P.
By: Apollo Investment Fund, L.P.,
its General Partner
By: Apollo Capital Management, Inc.,
its General Partner
By: _________________________________
Name: __________________________
Title: __________________________
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The undersigned, Forum Group, Inc., hereby (i) consents to the
assignment provided for in Section 3 of this Agreement and acknowledges
that the consent and agreement of Purchasers to be bound by the provisions
of the Warrant Agreement is satisfactory to Forum for purposes of
Section 2.2. of the Warrant Agreement and (ii) waivers any requirement
under the Warrent Agreement that an opinion of counsel be furnished to
Forum in connection with the transactions contemplated hereby and
(ii) waives any requireement underthe Warrant Agreement that an opinion
of counsel be furnished to Forum in connection with the transactions
contemplated hereby.
FORUM GROUP, INC.
By: _________________________________
Name: __________________________
Title: __________________________
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Exhibit A
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ASSIGNMENT OF WARRANTS
----------------------
For value received, Citicorp USA, Inc. ("Citicorp") hereby sells,
assigns and transfers to Forum Holdings, L.P. and Apollo FG Partners, L.P.,
or their respective nominees, (a) 550,205 warrants ("Warrants") issued by
Forum Group, Inc., an Indiana corporation (the "Corporation"), in the name
of Citicorp, pursuant to a Warrant Agreement, dated as of June 10, 1993
(the "Warrant Agreement"), by and between Citicorp and the Corporation,
presently entitling the registered holder thereof to purchase from Forum
1.00060393564 shares (subject to adjustment) of Common Stock, without par
value, of the Corporation ("Forum Common Shares") per Warrant on the terms
and subject to the conditions provided in the Warrant Agreement as follows:
(i) to Holdings or its nominee, 275,103 Warrants entitling the registered
holder thereof to purchase from Forum 275,268 Forum Common Shares and (ii)
to Apollo or its nominee, 275,102 Warrants entitling the registered holder
thereof to purchase from Forum 275,267 Forum Common Shares; and (b) 149,607
special warrants ("Special Warrants") issued by Forum in the name of
Citicorp pursuant to the Warrant Agreement entitling the registered holder
thereof to purchase from Forum one Forum Common Share per Special Warrant
on the terms and subject to the conditions provided in the Warrant
Agreement as follows: (i) to Holdings or its nominee, 74,803 Special
Warrants entitling the registered holder thereof to acquire an equal number
of Forum Common Shares and (ii) to Apollo or its nominee, 74,804 Special
Warrants entitling the registered holder thereof to acquire an equal number
of Forum Common Shares; such Warrants standing in Citicorp's name on the
books of the Corporation represented by Warrant Certificates No. 1 herewith
and such Special Warrants standing in Citicorp's name on the books of the
Corporation represented by Special Warrant Certificate No. 1 herewith, and
do hereby irrevocably constitute and appoint __________________________,
attorney to transfer such Warrants and Special Warrants on the books of
the Corporation with full power of substitution.
Dated: December 20, 1994
CITICORP USA, INC.
By: _________________________________
Name: __________________________
Title: __________________________
