<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 10)
Under the Securities Exchange Act of 1934
Forum Group, Inc.
(Name of Issuer)
Common Stock, Without Par Value
(Title of Class of Securities)
349841304
(CUSIP Number)
Forum Holdings, L.P.
4200 Texas Commerce Tower West
2200 Ross Ave.
Dallas, Texas 75201
Attention: Robert A. Whitman
(214) 220-4900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
With a copy to:
Robert A. Profusek, Esq.
Jones, Day, Reavis & Pogue
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
(214) 969-3703
July 7, 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>
<PAGE>
SCHEDULE 13D
CUSIP NO. 349841304 PAGE 2 OF 16 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forum Holdings, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP a [ ]
b [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBERS OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 16,429,550
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 7,068,171
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
16,429,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 349841304 PAGE 3 OF 16 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HRP Management II, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP a [ ]
b [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBERS OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 16,429,550
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 7,068,171
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
16,429,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 349841304 PAGE 4 OF 16 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HH Genpar Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP a [ ]
b [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBERS OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 16,429,550
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 7,068,171
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
16,429,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 349841304 PAGE 5 OF 16 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hampstead Associates, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP a [ ]
b [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBERS OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 16,429,550
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 7,068,171
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
16,429,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 349841304 PAGE 6 OF 16 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RAW Genpar, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP a [ ]
b [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBERS OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 16,429,550
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 7,068,171
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
16,429,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 349841304 PAGE 7 OF 16 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
InCap, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP a [ ]
b [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBERS OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 16,429,550
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 7,068,171
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
16,429,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
This Amendment No. 10 amends and supplements the Statement
on Schedule 13D filed on February 11, 1993 (as heretofore amended
and supplemented, the "Schedule 13D"), by Forum Holdings, L.P., a
Texas limited partnership, and Investors Genpar,Inc., a Delaware
corporation. Capitalized terms used herein which are not
otherwise defined herein 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 July 7, 1994, Forum Holdings and AFG and purchased
205,868 shares of Common Stock in a privately negotiated
market transaction (the "July Stock Purchase"). The
aggregate purchase price for the shares of Common Stock
purchased by AFG and Forum Holdings in the July Stock
Purchase was approximately $1,260,942. Of the 205,868
shares of Common Stock purchased in the July Stock Purchase,
Forum Holdings individually purchased 102,934 shares of
Common Stock for an aggregate purchase price of
approximately $630,471. The funds required by Forum
Holdings to pay the $630,471 purchase price for the shares
of Common Stock purchased by it in the July Stock Purchase
were obtained from the working capital of Forum Holdings.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to delete the second paragraph
thereof and substitute the following in place thereof:
Forum Holdings' principal purposes in consummating the
transactions described in Item 3 (other than the purchase of
shares of Common Stock pursuant to the October Stock
Purchase Agreement and in the July Stock Purchase) were to
(i) facilitate the acquisition by Forum Holdings of a
significant equity interest in the Company and
(ii) otherwise facilitate the recapitalization of the
Company. Forum Holdings' principal purpose in consummating
the purchase of shares of Common Stock pursuant to the
October Stock Purchase Agreement was to provide the Company
with funds necessary to enable it to participate in the
recapitalization of Forum Retirement Partners, L.P. ("FRP"),
a publicly held limited partnership in which the Company has
a substantial equity investment and of which one of the
Company's wholly owned subsidiaries is the general partner.
Forum Holdings' principal purpose in consummating the July
Stock Purchase was to take advantage of what it perceived as
an attractive investment opportunity pursuant to which it
was able to increase its equity interest in the Company.
<PAGE>
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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.
Forum Holdings has previously been informed that 4,984
shares of Common Stock have been issued pursuant to the Plan
of Reorganization. As a result of the issuance of such
shares, Forum Holdings, Apollo and Healthcare are presently
entitled to purchase 2,304 shares of Common Stock, 2,304
shares of Common Stock and 1,152 shares of Common Stock,
respectively, for nominal consideration upon exercise of the
Investor Warrants. Forum Holdings has also been informed
that immediately following the July Stock Purchase, Apollo
and Healthcare beneficially owned 7,068,171 shares of Common
Stock (including 2,304 shares presently purchasable upon
exercise of the Investor Warrants) and 2,293,208 shares of
Common Stock (including 1,152 shares presently purchasable
upon exercise of the Investor Warrants), respectively, or
31.4% and 10.2%, respectively, of the total number of shares
of Common Stock then outstanding. Immediately following the
July Stock Purchase, Forum Holdings was the direct
beneficial owner of 7,068,171 shares of Common Stock
(including 2,304 shares presently purchasable upon exercise
of the Forum Holdings Warrant), or 31.4% 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 Forum Holdings. As
a result of the Shareholders' Agreement, Forum Holdings and
each of the other Reporting Persons may be deemed to be the
beneficial owner of all of the 16,429,550 shares of Common
Stock beneficially owned by the Investors in the aggregate
following the July Stock Purchase, or 73.0% of the total
number of shares of Common Stock then outstanding. The
foregoing percentages are based upon 22,505,869 shares of
Common Stock outstanding (which number includes the 5,760
shares of Common Stock presently issuable upon exercise of
the Investor Warrants). (Reference is made to such
statements on Schedule 13D as have been or may be filed with
the Securities and Exchange Commission by the other
Investors for information regarding the other Investors and
their respective ownership of shares of Common Stock.)
<PAGE>
<PAGE>
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 of the 16,429,550 shares of Common Stock owned by the
Investors. The Reporting Persons have sole power to dispose
or direct the disposition of 7,068,171 shares of Common
Stock.
Except as otherwise disclosed in this Statement, the
Reporting Persons disclaim beneficial ownership of any
shares of Common Stock issuable upon exercise of the Forum
Holdings Warrant or any other Investor Warrants.
Except as otherwise disclosed in this Statement, none
of the Reporting Persons has effected any transactions in
shares of Common Stock during the preceding 60 days.
<PAGE>
<PAGE>
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 collectively with HRP
Management II, Ltd., HH Genpar Partners, Hampstead Associates,
Inc., RAW Genpar, Inc. and InCap, Inc.
Dated: July 12, 1994.
FORUM HOLDINGS, L.P.
By: /s/ Troy B. Lewis
Troy B. Lewis,
Attorney-in-Fact*
* Pursuant to a Power of Attorney executed on behalf of Forum
Holdings, L.P. and filed previously as Exhibit 12 hereto.
<PAGE>
<PAGE>
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 collectively with Forum
Holdings, L.P., HH Genpar Partners, Hampstead Associates, Inc.,
RAW Genpar, Inc. and InCap, Inc.
Dated: July 12, 1994.
HRP MANAGEMENT II, LTD.
By: /s/ Troy B. Lewis
Troy B. Lewis,
Attorney-in-Fact*
* Pursuant to a Power of Attorney executed on behalf of HRP
Management II, Ltd. and filed previously as Exhibit 12
hereto.
<PAGE>
<PAGE>
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 collectively with Forum
Holdings, L.P., HRP Management II, Ltd., Hampstead Associates,
Inc., RAW Genpar, Inc. and InCap, Inc.
Dated: July 12, 1994.
HH GENPAR PARTNERS
By: /s/ Troy B. Lewis
Troy B. Lewis,
Attorney-in-Fact*
* Pursuant to a Power of Attorney executed on behalf of HH
Genpar Partners and filed previously as Exhibit 12 hereto.
<PAGE>
<PAGE>
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 collectively with Forum
Holdings, L.P., HRP Management II, Ltd., HH Genpar Partners, RAW
Genpar, Inc. and InCap, Inc.
Dated: July 12, 1994.
HAMPSTEAD ASSOCIATES, INC.
By: /s/ Troy B. Lewis
Troy B. Lewis,
Attorney-in-Fact*
* Pursuant to a Power of Attorney executed on behalf of
Hampstead Associates, Inc. and filed previously as Exhibit 12
hereto.
<PAGE>
<PAGE>
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 collectively with Forum
Holdings, L.P., HRP Management II, Ltd., HH Genpar Partners,
Hampstead Associates, Inc. and InCap, Inc.
Dated: July 12, 1994.
RAW GENPAR, INC.
By: /s/ Troy B. Lewis
Troy B. Lewis,
Attorney-in-Fact*
* Pursuant to a Power of Attorney executed on behalf of RAW
Genpar, Inc. and filed previously as Exhibit 12 hereto.
<PAGE>
<PAGE>
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 collectively with Forum
Holdings, L.P., HRP Management II, Ltd., HH Genpar Partners,
Hampstead Associates, Inc. and RAW Genpar, Inc.
Dated: July 12, 1994.
INCAP, INC.
By: /s/ Troy B. Lewis
Troy B. Lewis,
Attorney-in-Fact*
* Pursuant to a Power of Attorney executed on behalf of InCap,
Inc. and filed previously as Exhibit 12 hereto.
