<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)
Forum Group, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Without Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
34 984 1304
- --------------------------------------------------------------------------------
(CUSIP Number)
Alan C. Leet, Esq., Rogers & Hardin, 2700 Cain Tower
229 Peachtree Street, N.E., Atlanta, Georgia 30303
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 29, 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 23 Pages
--
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 34 984 1304 PAGE 2 OF _ PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
HEALTHCARE RESOURCES I, L.P.
36-3890672
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
0
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of _ pages
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 34 984 1304 PAGE 3 OF _ PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
EH RESOURCES, INC.
36-3885961
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Georgia
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
0
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of _ pages
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 34 984 1304 PAGE 4 OF _ PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
EVERGREEN HEALTHCARE, INC
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Georgia
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
0
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of _ pages
<PAGE>
This Amendment No. 9 supplements and amends the Statement on Schedule 13D
filed on February 11, 1993, as amended by Amendment No. 1, filed on April 16,
1993, and Amendment No. 2, filed on April 21, 1993, by Evergreen Healthcare
Ltd., L.P., an Indiana limited partnership, and Omega/Indiana Care Corp., a
Delaware corporation, and by Amendment No. 3, filed on June 16, 1993, and
Amendment No. 4, filed on June 23, 1993, by Evergreen Healthcare Ltd., L.P.,
Omega/Indiana Care Corp., Healthcare Resources I, L.P., a Delaware limited
partnership, EH Resources, Inc., a Georgia corporation, and National Heritage,
Inc., a Georgia corporation, and by Amendment No. 5, filed on July 27, 1993,
Amendment No. 6, filed on August 23, 1993, and Amendment No. 7, filed on
September 1, 1993, and Amendment No. 8, filed January 5, 1994, by Healthcare
Resources I, L.P., EH Resources, Inc. and Evergreen Healthcare, Inc. (as
heretofore supplemented and amended, 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 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety as follows:
This Statement is filed on behalf of Healthcare Resources I, L.P., a
Delaware limited partnership ("Resources I"), EH Resources, Inc., a Georgia
corporation and the sole general partner of Resources I ("EHR"), and
Evergreen Healthcare, Inc., the owner of all the issued and outstanding
equity securities of EHR ("Evergreen") (Resources I, EHR and Evergreen,
collectively, the "Reporting Persons"). The principal business of
Resources I is to make equity investments in Forum Group. The principal
business of EHR is to act as the sole general partner of Resources I. The
principal business of Evergreen is to engage in the management, operation
and performance of accounting services for intermediate and skilled long-
term care facilities providing nursing care to persons who do not require
the services of an acute care hospital.
The address of the principal businesses and offices of Resources I and
EHR is 184 Shuman Boulevard, Suite 200, Naperville, Illinois 60563. The
address of the principal business and office of Evergreen is 11350 N.
Meridian, Suite 200, Carmel, Indiana 46032. Schedule I hereto, which is
----------
incorporated herein by this reference, sets forth the name, business or
residential address, present principal occupation or employment (and the
name, principal business and address of any corporation or other
organization in which such employment is conducted) and the citizenship of
the executive officers and directors of EHR and Evergreen. Resources I has
no executive officers or directors.
<PAGE>
The Reporting Persons may together constitute a "group" within the
meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
None of the Reporting Persons and, to their knowledge, none of the
individuals identified in Schedule I hereto has, during the last five
----------
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
On November 29, 1994, each of Forum Holdings and Apollo entered into an
agreement with Resources I to purchase all of the shares of Common Stock and
Investor Warrants beneficially owned by Resources I in privately negotiated
transactions (collectively the "November Stock Sale"). The aggregate purchase
price for the shares of Common Stock and the Investor Warrants purchased by
Forum Holdings and Apollo in the November Stock Sale was $16.3 million. Of the
2,292,056 shares of Common Stock and Investor Warrants purchased in the November
Stock Sale, Forum Holdings purchased 1,146,028 shares and 50% of the Investor
Warrants (of which Investor Warrants representing the right to purchase 576
shares of Common Stock are currently exercisable for a nominal consideration)
for $8,169,553.30 (or approximately $7.13 per share) and Apollo purchased
1,146,028 shares and 50% of the Investor Warrants (of which Investor Warrants
representing 576 shares of Common Stock are currently exercisable for a nominal
consideration) for $8,169,553.30 (or approximately $7.13 per share).
(a) Immediately following the consummation of the November Stock
Sale, Resources I owned directly no shares of Common Stock.
(b) The number of shares of Common Stock as to which there is sole
power to vote or direct the vote, sole power to dispose or direct the
disposition, or shared power to dispose or direct the disposition for the
Reporting Persons is set forth on the cover pages of this Statement, and
such information is incorporated herein by this reference.
(c) 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>
(d) The Reporting Persons have the sole right to receive the
dividends from, or proceeds from the sale of, no shares of Common Stock.
(e) The Reporting Persons ceased to be the beneficial owners of more
than 5% of the class of securities covered by this Statement on November
29, 1994.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
Item 6 is hereby amended by adding the following immediately prior to the
last paragraph thereof:
As a result of the November Stock Sale, Resources I beneficially owns
no shares of Common Stock, and has relinquished all rights and obligations
under the Shareholders' Agreement and the Registration Rights Agreement and
is no longer deemed to be an "Investor" as used in the above description of
the Shareholders' Agreement and Registration Rights Agreement.
Accordingly, Resources I understands that commencing November 29, 1994 and
at all times prior to the 1996 Annual Meeting, the Board of Directors of
Forum Group will consist of eleven persons: (i) three persons nominated by
Apollo, (ii) three persons nominated by Forum Holdings and (iii) five
persons acceptable to each of Forum Holdings and Apollo. William G. Petty,
Jr., representative of Resources I to the Board of Directors of Forum
Group, has tendered his resignation as a member of the Board of Directors
of Forum Group, to be effective upon acceptance by the Board of Directors
of Forum Group.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1 Agreement in Principle*
2 Agreements of the Reporting Persons with respect to the
filing of this Statement (included in signature pages)
3 April 13 Letter Agreement*
4 Definitive Agreement*
5 June 4 Ruling*
6 June 6 Agreement*
7 Assignment Agreement*
8 June 14 Agreement*
9 Registration Rights Agreement*
10 Shareholders' Agreement*
11 Stock Purchase Agreement*
12 Purchase Agreement and Waiver (Forum
Holdings)
13 Purchase Agreement and Waiver (Apollo)
</TABLE>
____________________
*previously filed
<PAGE>
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 and agree that this Statement may be filed jointly with EH Resources,
Inc. and Evergreen Healthcare, Inc.
Dated: November 30, 1994 HEALTHCARE RESOURCES I, L.P.
BY: EH Resources, Inc.
Its General Partner
BY: /s/ William G. Petty, Jr.
--------------------------
William G. Petty, Jr.,
President and Chief
Executive Officer
<PAGE>
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 and agree that this Statement may be filed jointly with Healthcare
Resources I, L.P. and Evergreen Healthcare, Inc.
Dated: November 30, 1994 EH RESOURCES, INC.
BY: /s/ William G. Petty, Jr.
---------------------------
William G. Petty, Jr.,
President and Chief
Executive Officer
<PAGE>
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 and agree that this Statement may be filed jointly with Healthcare
Resources I, L.P. and EH Resources, Inc.
Dated: November 30, 1994 EVERGREEN HEALTHCARE, INC.
BY: /s/ William G. Petty, Jr.
----------------------------
William G. Petty, Jr.,
Chairman, President and
Chief Executive Officer
<PAGE>
SCHEDULE I
----------
EHR. The names, business or residence addresses and present principal
occupations of all the directors and executive officers of EHR, all of whom are
U.S. citizens, are:
<TABLE>
<CAPTION>
Positions Residence or Principal
Name With EHR Business Address Occupation
---- --------- ---------------- ----------
<S> <C> <C> <C>
William G. Petty, Jr. President, Chief 184 Shuman Blvd., Suite 200, President, CEO and
Executive Officer and Naperville, IL 60563 Chairman of the Board of
Director Evergreen
Keith J. Yoder Vice President, 11350 N. Meridian, Suite Vice President,
Secretary, Treasurer 200, Secretary
and Director Carmel, Indiana 46032 and CFO of Evergreen
John W. Kneen Vice President and 184 Shuman Blvd., Suite 200, Vice President-CFO of
Director Naperville, IL 60563 Evergreen Housing
Partners, Inc.
</TABLE>
EVERGREEN. The names, addresses and present principal occupations of all
the directors and executive officers of Evergreen, all of whom are U.S.
citizens, are:
<TABLE>
<CAPTION>
Positions Residence or
Name with Evergreen Business Address Principal Occupation
---- --------------- ---------------- --------------------
<S> <C> <C> <C>
William G. Petty, Jr. President, Chief 184 Shuman Blvd., Suite 200, President, CEO and
Executive Officer and Naperville, IL 60563 Chairman of the Board of
Director Evergreen
Keith J. Yoder Vice President, 11350 N. Meridian, Suite 200, Vice President, Secretary
Secretary, Treasurer Carmel, Indiana 46032 and CFO of Evergreen
and Director
John W. Kneen Vice President of 184 Shuman Blvd., Suite 200, Vice President of
Corporate Development Naperville, IL 60563 Corporate Development and
and Assistant Assistant Secretary of
Secretary Evergreen
Donald D. Finney Vice President and 11350 N. Meridian, Suite 200, Vice President and COO of
COO Carmel, IN 46032 Evergreen
Essel W. Bailey, Jr. Director 905 W. Eisenhower Circle, President, CEO and
Suite 101, Ann Arbor, MI Director, Omega
48103 Healthcare Investors,
Inc., a healthcare
investment trust
Thomas F. Franke Director 6360 Jackson Road, Suite F, Chairman, Cambridge
Ann Arbor, MI 48103 Partners, Inc., a real
estate development firm
Robert M. Galecke Director 5956 Sherry Lane, Suite 2001, Principal Pate, Winters &
Dallas, TX 75225 Stone, Inc., a consulting
firm providing corporate
finance, crisis
management and related
services
Robert Haveman Director One Prince Center, Holland, MI Secretary/Treasurer,
49423 Prince Corporation, an
automotive interior trim
manufacturer
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
David G. Herzer Director 13355 Braemar Drive, Elm Private Investor and
Grove, WI 53122 retired Commercial Banker
Ronald G. Kenny Director 2215 York Road, Suite 200, Oak Vice President-Finance,
Brook, IL 60521 Huizenga Capital
Management, a privately-
held investment
management company
James A. Verbrugge Director Brooks Hall, University of Professor of Finance and
Georgia, College of Business Chairman of Department of
Administration, Athens, GA Banking and Finance,
30602 University of Georgia
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
PAGINATION BY
SEQUENTIAL NUMBERING
EXHIBIT DESCRIPTION SYSTEM
- ------- ----------- --------------------
<S> <C> <C>
1 Agreement in Principle *
2 Agreements of the Reporting
Persons with respect to the
filing of this Statement
(included in signature pages)
3 April 13 Letter Agreement *
4 Definitive Agreement *
5 June 4 Ruling *
6 June 6 Agreement *
7 Assignment Agreement *
8 June 14 Agreement *
9 Registration Rights Agreement *
10 Shareholders' Agreement *
11 Stock Purchase Agreement *
12 Purchase Agreement and Waiver 14
(Forum Holdings)
13 Purchase Agreement and Waiver 19
(Apollo)
</TABLE>
_______________________
* previously filed
<PAGE>
PURCHASE AGREEMENT AND WAIVER
-----------------------------
THIS PURCHASE AGREEMENT AND WAIVER (this "Agreement") is made and entered
into as of this 29th day of November, 1994 by and among HEALTHCARE RESOURCES I,
L.P. (the "Seller") and FORUM HOLDINGS, L.P. ("Holdings").
W I T N E S S E T H:
-------------------
WHEREAS, the Seller owns 2,292,056 shares (the "Shares") of the common
stock (the "Forum Stock") of Forum Group, Inc., an Indiana corporation
("Forum"), and a Forum Group, Inc. Warrant to Purchase Common Stock dated June
14, 1993 acquired by Seller in connection with the purchase of a portion of the
Shares from Forum (the "Forum Warrant Rights"); and
WHEREAS, the Seller desires to sell and Holdings desires to purchase
1,146,028 shares of the Shares and 50% of the Forum Warrant Rights pursuant to
the terms set forth herein;
WHEREAS, simultaneously herewith the Seller is selling to Apollo FG
Partners, L.P. ("Apollo") the remaining 1,146,028 shares of the Shares and the
remaining 50% of the Forum Warrant Rights held by Seller (Holdings together with
Apollo referred to collectively herein as the "Purchasers" and individually as a
"Purchaser");
WHEREAS, the Seller and the Purchasers are parties to that certain
Shareholders' Agreement dated as of June 14, 1993, as amended (the
"Shareholders' Agreement"), which Shareholders' Agreement imposes certain
restrictions on the transfer of the Shares and the Forum Warrant Rights; and
WHEREAS, the parties hereto wish to set forth their agreement with respect
to the purchase and sale of the Shares and the Forum Warrant Rights by and to
Holdings and, to the extent necessary or required by the Shareholders' Agreement
or any other agreement to which any of them are a party, (i) consent to the
purchase and sale of the Shares and the Forum Warrant Rights by and to the
Purchasers and (ii) to waive any provisions in any such agreements that may
restrict or conflict with such purchase and sale solely with respect thereto;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt of which is acknowledged by the undersigned,
the undersigned hereby agree as follows:
<PAGE>
1. Agreement of Purchase and Sale. Simultaneously with the execution
------------------------------
hereof, Holdings shall purchase from Seller and Seller shall sell to Holdings
1,146,028 shares of the Shares and 50% of the Forum Warrant Rights for the
purchase price of $8,169,553.50 (the "Purchase Price"). Seller has made
delivery of the Shares to the Purchasers by delivering share certificate(s)
representing the Shares to Daniel A. Decker along with a stock power directing
and authorizing the transfer of the Shares and the Forum Warrant Rights to and
among the Purchasers in the respective amounts contemplated hereby. Holdings
has paid the Purchase Price by making a wire transfer of the Purchase Price to
Seller's account at National City Bank - Indiana, in accordance with the wire
instructions attached hereto as Exhibit A.
2. Title to Shares and Forum Warrant Rights. The Seller represents to
----------------------------------------
Holdings that (i) it has all right, title and interest in and to the Shares and
the Forum Warrant Rights, free and clear of all liens, claims and encumbrances
(other than those restrictions set forth in the Shareholders' Agreement, which
restrictions have been waived by this Agreement), (ii) this Agreement has been
duly authorized by all necessary partnership action on the part of Seller and
constitutes a valid and binding obligation of Seller, (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, and (iv) the Shares and Forum Warrant Rights
(including the Shares and Forum Warrant Rights being sold concurrently herewith
to Apollo) constitute all of the securities of Forum or Forum Retirement
Partners, L.P. owned of record or beneficially by Seller or any affiliate of
Seller (provided, however, this representation does not extend to the limited
partners of the Seller).
3. Consent to Transfer; Waiver. The parties hereto, who together with
---------------------------
Apollo constitute all of the parties to the Shareholders' Agreement, hereby
consent to and approve the purchase and sale of the Shares and the Forum Warrant
Rights by and to the Purchasers in the manner contemplated hereby and, to the
extent necessary solely to permit such purchase and sale, waive any restriction
or provision of the Shareholders' Agreement or of any other agreement to which
they are a party which might affect or in any way restrict the parties' rights
to consummate such purchase and sale (but such waiver shall be solely with
respect to the sale of the Shares and Forum Warrant Rights to the Purchasers as
contemplated hereby).
4. Assignment of Rights. To the extent assignable, the Seller hereby
--------------------
assigns to Holdings (i) all its rights, title and interest in and to that
certain Equity Registration Rights Agreement made and entered into as of June
11, 1993 by and among
2
<PAGE>
Forum, the Seller and the Purchasers (the "Registration Agreement"), to the
extent the Registration Agreement relates to the Shares and Forum Warrant Rights
purchased hereunder by Holdings and (ii) any other shares of Forum Stock which
Seller has a right to receive to the extent such right relates to the Shares and
Forum Warrant Rights purchased hereunder by Holdings.
5. Shareholders' Agreement. Holdings hereby agrees that the Shares and
-----------------------
Forum Warrant Rights purchased hereunder shall remain subject to the
Shareholders' Agreement and that the Shareholders' Agreement shall remain in
full force and effect among the Purchasers. Seller shall have no further rights
or obligation pursuant to and under the Shareholders' Agreement.
6. Parties' Knowledge and Sophistication. Holdings hereby represents that
-------------------------------------
it (i) has sufficient knowledge and experience in financial and business matters
to be able to evaluate the risks and merits of the investment represented by the
purchase of the Shares and Forum Warrant Rights hereunder; (ii) is able to bear
the economic risks of such investment, including the risk of losing all of such
investment, and (iii) has no need for liquidity with respect to such investment.
Holdings understands that no prospectus, offering circular or other offering
statement containing information with respect to Forum and the Shares and Forum
Warrant Rights or with respect to Forum's business is being issued by Forum and
the Seller and Holdings has made its own inquiry and analysis with respect to
Forum, the Shares and Forum Warrant Rights, Forum's business and other material
factors affecting the investment in the Shares and Forum Warrant Rights
hereunder. Each party acknowledges that it has either been supplied with or has
had access to information to which a reasonable investor would attach
significance in making investment decisions, and has had the opportunity to ask
questions and receive answers from Forum management and from other knowledgeable
individuals concerning Forum, its business and the Shares and Forum Warrant
Rights so that as a reasonable investor, such party has been able to make an
informed decision to purchase or sell, as the case may be, the Shares and Forum
Warrant Rights hereunder. In determining to proceed with this transaction, each
party has relied solely on the results of its own independent investigation with
respect to the Shares and Forum Warrant Rights purchased and sold hereunder.
7. Manner of Sale. The Shares and Forum Warrant Rights were not offered
--------------
to Holdings by means of publicly disseminated advertisements or sales
literature, or as a part of a general solicitation, nor is Holdings aware of any
offers made to other persons by such means. Holdings understands that the
Shares and Forum Warrant Rights (a) are not being registered (or, with respect
to state securities or Blue Sky laws, otherwise qualified for sale)
3
<PAGE>
under the Securities Act of 1933, as amended (the "Act"), or under the
securities or Blue Sky laws and regulations of any state, in reliance upon
exemptions from registration and (b) cannot be sold, transferred or otherwise
disposed of unless subsequently registered under the Act and applicable state
securities or Blue Sky laws or pursuant to an exemption from such registration
which is available at the time of desired sale, and will bear a legend to that
effect.
8. Investment Intent. Holdings is purchasing its respective portion of
-----------------
the Shares and Forum Warrant Rights for its own account and for investment
purposes and not with a view to resale or other distribution thereof
inconsistent with or in violation of the federal securities laws or the
securities or Blue Sky laws of any state. Holdings is purchasing its respective
portion of the Shares and Forum Warrant Rights with its own funds and not for
the account of any other person or entity or with the funds of any other person
or entity. Holdings is not obligated to transfer its respective portion of the
Shares and Forum Warrant Rights or any portion thereof to any other person or
entity nor does it have any agreement or understanding to do so.
9. Agreement regarding Indemnification. Without the prior written consent
-----------------------------------
of the Seller, neither Holdings nor any of its affiliates shall take, join in or
consent to any action, proceeding or transaction, the effect of which is to
eliminate or limit any currently existing legal right to indemnification which
Seller, its partners, employees or agents, or the affiliates of any of them, may
have from Forum or any of its subsidiaries with respect to, arising out of or in
connection with the acquisition or ownership by Seller of Forum Stock on or
prior to the date hereof.
10. Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the State of New York, without regard to its
principles of conflicts-of-laws.
11. Counterparts and Entire Agreement. This Agreement may be executed in
---------------------------------
one or more counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more counterparts have been
signed by each of the parties and delivered to the other parties. This
Agreement constitutes the entire agreement of the parties hereto with respect to
the subject matter hereof and supersedes any prior agreements, written or oral,
among the parties with respect hereto.
12. Third Party Beneficiaries. Apollo shall be a third party beneficiary
-------------------------
of the provisions of paragraphs 3 and 5 hereof.
4
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto as of the day and year first above mentioned.
HEALTHCARE RESOURCES I, L.P.
By: EH Resources, Inc.
its General Partner
By: /s/ John W. Kneen
--------------------------
Name: John W. Kneen
--------------------
Title: Vice President
------------------
FORUM HOLDINGS, L.P.
By: HRP Management, Ltd.,
its General Partner
By: HH Genpar Partners
its General Partner
By: Hampstead Associates, Inc.
its Managing General Partner
By: /s/ Daniel A. Decker
--------------------------
Name: Daniel A. Decker
--------------------
Title:
------------------
5
<PAGE>
PURCHASE AGREEMENT AND WAIVER
-----------------------------
THIS PURCHASE AGREEMENT AND WAIVER (this "Agreement") is made and entered
into as of this 29th day of November, 1994 by and among HEALTHCARE RESOURCES I,
L.P. (the "Seller") and APOLLO FG PARTNERS, L.P. and the other purchaser(s), if
any, identified on the signature pages hereto (together "Apollo").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Seller owns 2,292,056 shares (the "Shares") of the common
stock (the "Forum Stock") of Forum Group, Inc., an Indiana corporation
("Forum"), and a Forum Group, Inc. Warrant to Purchase Common Stock dated June
14, 1993 acquired by Seller in connection with the purchase of a portion of the
Shares from Forum (the "Forum Warrant Rights"); and
WHEREAS, the Seller desires to sell and Apollo desires to purchase
1,146,028 shares of the Shares and 50% of the Forum Warrant Rights for an
aggregate purchase price of $8,169,553.50 (the "Purchase Price") pursuant to the
terms set forth herein;
WHEREAS, simultaneously herewith the Seller is selling to Forum Holdings,
L.P. ("Holdings") the remaining 1,146,028 shares of the Shares and the remaining
50% of the Forum Warrant Rights held by Seller (Holdings together with Apollo
referred to collectively herein as the "Purchasers" and individually as a
"Purchaser");
WHEREAS, the Seller and the Purchasers are parties to that certain
Shareholders' Agreement dated as of June 14, 1993, as amended (the
"Shareholders' Agreement"), which Shareholders' Agreement imposes certain
restrictions on the transfer of the Shares and the Forum Warrant Rights; and
WHEREAS, the parties hereto wish to set forth their agreement with respect
to the purchase and sale of the Shares and the Forum Warrant Rights by and to
Apollo and, to the extent necessary or required by the Shareholders' Agreement
or any other agreement to which any of them are a party, (i) consent to the
purchase and sale of the Shares and the Forum Warrant Rights by and to the
Purchasers and (ii) to waive any provisions in any such agreements that may
restrict or conflict with such purchase and sale solely with respect thereto;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt of which is acknowledged by the undersigned,
the undersigned hereby agree as follows:
1. Agreement of Purchase and Sale. Simultaneously with the execution
------------------------------
hereof Apollo shall purchase from Seller and Seller shall sell to Apollo
1,146,028 shares of the Shares and 50% of the Forum
<PAGE>
Warrant Rights for the Purchase Price. Seller has made delivery of the Shares
to the Purchasers by delivering share certificate(s) representing the Shares to
Daniel A. Decker along with a stock power directing and authorizing the transfer
of the Shares and the Forum Warrant Rights to and among the Purchasers in the
respective amounts contemplated hereby. Apollo shall promptly pay the Purchase
Price by making a wire transfer of the Purchase Price to Seller's account at
National City Bank - Indiana, in accordance with the wire instructions attached
hereto as Exhibit A.
2. Title to Shares and Forum Warrant Rights. The Seller represents to
----------------------------------------
Apollo that (i) it has all right, title and interest in and to the Shares and
the Forum Warrant Rights, free and clear of all liens, claims and encumbrances
(other than those restrictions set forth in the Shareholders' Agreement, which
restrictions have been waived by this Agreement), (ii) this Agreement has been
duly authorized by all necessary partnership action on the part of Seller and
constitutes a valid and binding obligation of Seller, (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, and (iv) the Shares and Forum Warrant Rights
(including the Shares and Forum Warrant Rights being sold concurrently herewith
to Holdings) constitute all of the securities of Forum or Forum Retirement
Partners, L.P. owned of record or beneficially by Seller or any affiliate of
Seller (provided, however, this representation does not extend to the limited
partners of the Seller).
3. Consent to Transfer; Waiver. The parties hereto, who together with
---------------------------
Holdings constitute all of the parties to the Shareholders' Agreement, hereby
consent to and approve the purchase and sale of the Shares and the Forum Warrant
Rights by and to the Purchasers in the manner contemplated hereby and, to the
extent necessary solely to permit such purchase and sale, waive any restriction
or provision of the Shareholders' Agreement or of any other agreement to which
they are a party which might affect or in any way restrict the parties' rights
to consummate such purchase and sale (but such waiver shall be solely with
respect to the sale of the Shares and Forum Warrant Rights to the Purchasers as
contemplated hereby).
4. Assignment of Rights. To the extent assignable, the Seller hereby
--------------------
assigns to Apollo (i) all its rights, title and interest in and to that certain
Equity Registration Rights Agreement made and entered into as of June 11, 1993
by and among Forum, the Seller and the Purchasers (the "Registration
Agreement"), to the extent the Registration Agreement relates to the Shares and
Forum Warrant Rights purchased hereunder by Apollo and (ii) any other shares of
Forum Stock which Seller has a right to receive to the extent such right relates
to the Shares and Forum Warrant Rights purchased hereunder by Apollo.
2
<PAGE>
5. Shareholders' Agreement. Apollo hereby agrees that the Shares and
-----------------------
Forum Warrant Rights purchased hereunder shall remain subject to the
Shareholders' Agreement and that the Shareholders' Agreement shall remain in
full force and effect among the Purchasers. Seller shall have no further rights
or obligation pursuant to and under the Shareholders' Agreement.
6. Parties' Knowledge and Sophistication. Apollo hereby represents that
-------------------------------------
it (i) has sufficient knowledge and experience in financial and business
matters to be able to evaluate the risks and merits of the investment
represented by the purchase of the Shares and Forum Warrant Rights hereunder;
(ii) is able to bear the economic risks of such investment, including the risk
of losing all of such investment, and (iii) has no need for liquidity with
respect to such investment. Apollo understands that no prospectus, offering
circular or other offering statement containing information with respect to
Forum and the Shares and Forum Warrant Rights or with respect to Forum's
business is being issued by Forum and the Seller and Apollo has made its own
inquiry and analysis with respect to Forum, the Shares and Forum Warrant Rights,
Forum's business and other material factors affecting the investment in the
Shares and Forum Warrant Rights hereunder. Each party acknowledges that it has
either been supplied with or have had access to information to which a
reasonable investor would attach significance in making investment decisions,
and has had the opportunity to ask questions and receive answers from Forum
management and from other knowledgeable individuals concerning Forum, its
business and the Shares and Forum Warrant Rights so that as a reasonable
investor, such party has been able to make an informed decision to purchase or
sell, as the case may be, the Shares and Forum Warrant Rights hereunder. In
determining to proceed with this transaction, each party has relied solely on
the results of its own independent investigation with respect to the Shares and
Forum Warrant Rights purchased and sold hereunder.
7. Manner of Sale. The Shares and Forum Warrant Rights were not offered
--------------
to Apollo by means of publicly disseminated advertisements or sales literature,
or as a part of a general solicitation, nor is Apollo aware of any offers made
to other persons by such means. Apollo understands that the Shares and Forum
Warrant Rights (a) are not being registered (or, with respect to state
securities or Blue Sky laws, otherwise qualified for sale) under the Securities
Act of 1933, as amended (the "Act"), or under the securities or Blue Sky laws
and regulations of any state, in reliance upon exemptions from registration and
(b) cannot be sold, transferred or otherwise disposed of unless subsequently
registered under the Act and applicable state securities or Blue Sky laws or
pursuant to an exemption from such registration which is available at the time
of desired sale, and will bear a legend to that effect.
8. Investment Intent. Apollo is purchasing its respective portion of the
-----------------
Shares and Forum Warrant Rights for its own account
3
<PAGE>
(or for one or more managed accounts) and for investment purposes and not with a
view to resale or other distribution thereof inconsistent with or in violation
of the federal securities laws or the securities or Blue Sky laws of any state.
9. Agreement regarding Indemnification. Without the prior written consent
-----------------------------------
of the Seller, neither Apollo nor any of its affiliates shall take, join in or
consent to any action, proceeding or transaction, the effect of which is to
eliminate or limit any currently existing legal right to indemnification which
Seller, its partners, employees or agents, or the affiliates of any of them, may
have from Forum or any of its subsidiaries with respect to, arising out of or in
connection with the acquisition or ownership by Seller of Forum Stock on or
prior to the date hereof.
10. Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the State of New York, without regard to its
principles of conflicts-of-laws.
11. Counterparts and Entire Agreement. This Agreement may be executed in
---------------------------------
one or more counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more counterparts have been
signed by each of the parties and delivered to the other parties.
12. Third Party Beneficiaries. Holdings shall be a third party
-------------------------
beneficiary of the provisions of paragraphs 3 and 5 hereof.
4
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto as of the day and year first above mentioned.
HEALTHCARE RESOURCES I, L.P.
By: EH Resources, Inc.
its General Partner
By: /s/ John W. Kneen
-------------------------
Name: John W. Kneen
-------------------
Title: Vice President
-----------------
APOLLO FG PARTNERS, L.P.
By: Apollo Investment Fund,
L.P., its General Partner
By: Apollo Capital Management,
Inc.
its General Partner
By: /s/ Peter Copses
-------------------------
Name: Peter Copses
-------------------
Title: Vice President
-----------------
5
