<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
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)
February 28, 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. 349 851 105 Page 2 of 7 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forum Group, Inc.
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 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
7 SOLE VOTING POWER
NUMBER OF 1,940,268 Units
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,940,268 Units
10 SHARE DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
6,446,079 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.2%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE> SCHEDULE 13D
CUSIP NO. 349 851 105 Page 3 of 7 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forum A/H, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 4,505,811 Units
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
4,505,811 Units
10 SHARE DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
6,446,079 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.2%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
This Amendment No. 3 amends and supplements the Statement on
Schedule 13D filed on August 24, 1993 by Forum Group, Inc., an
Indiana corporation (the "Statement"), the Amendment No. 1 to the
Statement filed on October 8, 1993 by Forum Group, Inc. and Forum
A/H, Inc., a Delaware corporation and wholly owned subsidiary of
Forum Group, Inc. ("Amendment No. 1") and the Amendment No. 2 to
the Statement filed on December 29, 1993 ("Amendment No. 2") (the
Statement, Amendment No. 1 and Amendment No. 2 are referred to
herein as the "Schedule 13D"). Capitalized terms used herein not
otherwise defined have the respective meanings ascribed to them
in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by deleting the second through
twelfth full paragraphs in their entirety and substituting the
following therefor:
As contemplated by the Recapitalization Agreement, the
Partnership obtained $50.7 million in new financing (the
"Nomura Loan") from Nomura Asset Capital Corporation.
Pursuant to the Recapitalization Agreement, the proceeds of
the Nomura Loan were used, together with other funds
available to the Partnership, including the proceeds of the
sale of Units to Forum A/H pursuant to the Recapitalization
Agreement, to retire and repay existing indebtedness of the
Partnership.
Pursuant to the Recapitalization Agreement, the
Partnership made a pro rata public offering (the "Offering")
to holders of record of Units on October 18, 1993 (other
than FGI and affiliates thereof) of 5,064,150 Units at the
Initial Unit Price. As publicly announced by the
Partnership on February 28, 1994, unitholders purchased at
$2.00 per Unit a total of 1,994,189 Units in the Offering,
for an aggregated purchase price of $3,998,378.
Accordingly, in accordance with the terms of the
Recapitalization Agreement, the Partnership repurchased from
Forum A/H 1,994,189 Units at a price equal to the Initial
Unit Price of $2.00 per unit. Forum A/H did not recognize a
profit from such repurchase on its original capital
contribution.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by (i) incorporating the text of
Item 4 of this Amendment No. 3 into Item 5 hereof and (ii)
deleting the second and third full paragraphs in their entirety
and substituting the following therefor:
FGI directly owns 1,940,268 Units, constituting
approximately 12.7% of the outstanding Units, and, subject
to the Partnership Agreement and the pledge agreements
<PAGE>described in Item 6 hereof, has sole power to vote or
to direct the vote and to dispose or to direct the
disposition of all of such Units. Forum A/H directly owns
4,505,811 Units, constituting approximately 29.5% of the
outstanding Units, and, subject to the Partnership
Agreement, has sole power to vote or to direct the vote and
to dispose or to direct the disposition of all of such
Units. By reason of the relationship described in Item 2
above, FGI may be deemed to beneficially own the Units
directly owned 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.
<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 jointly with Forum A/H, Inc.
Dated: March 1, 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 filed as Exhibit 7 to Amendment No. 1.
<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 jointly with Forum Group, Inc.
Dated: March 1, 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 filed as Exhibit 7 to Amendment No. 1.
