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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. 6 )*
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)
NOVEMBER 23-29, 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 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).
The Exhibit Index is located on page 7.<PAGE>
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SCHEDULE 13D
CUSIP No. 349841304 Page 2 of 12 Pages
---------
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 16,839,550 SHARES OF COMMON STOCK
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,419,775 SHARES OF COMMON STOCK
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 SHARES OF COMMON STOCK
------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,839,550 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)
74.8%
___________________________________________________________________________
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 OR 1934, AS AMENDED
This statement is being filed on behalf of Apollo FG Partners,
L.P. ("AFG"). This Amendment No. 6 supplements and amends the Statement on
Schedule on 13D filed on July 12, 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.
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Item 3 is hereby amended by adding the following immediately
prior to the last paragraph thereof:
On November 29, 1994, AFG and Forum Holdings
purchased a total of 2,292,056 shares of Common Stock and 1,152
Investor Warrants from Healthcare Resources I, L.P. in a privately
negotiated transaction (the "November Healthcare Stock Purchase").
Of the 2,292,056 shares of Common Stock and 1,152 Investor
Warrants purchased in the November Stock Purchase, AFG
individually purchased, on November 28, 1994, 1,146,028 shares
of Common Stock and 576 Investor Warrants for an aggregate
purchase price of approximately $8,169,553.50. The funds required
by AFG to pay the $8,169,553 purchase price for the shares of
Common Stock and Investor Warrants purchased by it in the November
Stock Purchase were obtained from capital contributions to AFG and
from the working capital of AFG.
On November 23, 1994, AFG and Forum Holdings also agreed to
purchase a total of 410,000 shares of Common Stock from McDonald
& Company in a priviately negotiated transaction (the "McDonald
Stock Purchase" and collectively with the November Healthcare
Stock Purchase, the "November Stock Purchase"). The aggregate
purchase price for the shares of Common Stock Purchased by AFG and
Forum Holdings in the McDonald Stock Purchase was approximately
$2.9 million. Of the 410,000 shares of Common Stock purchased in
the McDonald Stock Purchase, AFG individually purchased 205,000
shares for $1,460,625. The funds required by AFG for the
transaction were obtained from the working capital of AFG.
Item 4. Purpose of Transaction.
----------------------
Item 4 is hereby amended by adding the following immediately
prior to the last paragraph thereof:
AFG's principal purposes in consummating the transactions
described in the penultimate paragraph of item 3 were to
facilitate the acquisition by AFG of a significant equity
interest in the Company and 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.
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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.
As a result of the issuance of such shares and the effect of the
November Stock Purchase, 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 the
November Stock Purchase, Forum Holdings beneficially owned
8,419,775 shares of Common Stock (including 2,880 shares
presently purchasable upon exercise of the Forum Holdings
Warrant), or 37.4% of the total number of shares of Common Stock
then outstanding. Immediately following the November Stock
Purchase, AFG was the direct beneficial owner of 8,419,775 shares
of Common Stock (including 2,880 shares presently purchasable
upon exercise of the Investor Warrant), or 37.4% of the total
number of shares of Common Stock then outstanding. 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 16,839,550 shares of Common Stock beneficially owned by
the Investors in the aggregate following the November Stock
Purchase, or 74.8% 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.)
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 16,839,550
shares of Common Stock owned by the Investors. The Reporting
Persons have sole power to dispose or direct the disposition of
8,419,775 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>
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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.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
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Item 6 is hereby amended by adding the following immediately
prior to the last paragraph thereof:
Following the November Healthcare Stock Purchase,
Healthcare beneficially owned no shares of Common Stock,
relinquished all rights and obligations under the
Shareholders' Agreement and the Registration Rights
Agreement and was no longer deemed to be an "Investor" as
used in the above description of the Shareholders' Agreement
and the Registration Rights Agreement. Accordingly,
commencing November 29, 1994 and at all times prior to the
1996 Annual Meeting, the Board of Directors of the Company
will consist of eleven persons: (i) three persons nominated
by AFG, (ii) three persons nominated by Forum Holdings,
and (iii) five persons acceptable to each of Forum Holdings
and AFG. William G. Petty, Jr., Healthcare's
representative to the Board of Directors of the Company,
tendered his resignation as a member of the Board of
Directors on November 29, 1994.
Item 7. Material to be Filed as Exhibits.
--------------------------------
EXHIBIT 1 Purchase Agreement and Waiver
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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: November 30, 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
_____________
Sequential
Numbered
Exhibit No. 1 Page
_____________ ___________
1 Purchase Agreement and Waiver 8
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<PAGE> EXHIBIT 1 PAGE 8 OF 12 PAGES
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
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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 of Forum Retirement Partners, L.P. owned of record
of 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.
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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 (or
for one or more managed accounts) and for investment purposes
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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. 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. Holdings shall be a third party
beneficiary of the provisions of paragraphs 3 and 5 hereof
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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
