<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 11)
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
599 Lexington Avenue
New York, New York
(212) 326-3939
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 19
<PAGE>
SCHEDULE 13D
================================================================================
CUSIP No. 349841304 Page 2 of 19 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*
WC
- --------------------------------------------------------------------------------
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
0
----------------------------------------------------------------------
NUMBERS OF 8 SHARED VOTING POWER
SHARES 16,839,550
BENEFICIAL----------------------------------------------------------------------
LY OWNED 9 SOLE DISPOSITIVE POWER
BY EACH 8,419,775
REPORTING ----------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,839,550
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
================================================================================
CUSIP No. 349841304 Page 3 of 19 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
0
----------------------------------------------------------------------
NUMBERS OF 8 SHARED VOTING POWER
SHARES 16,839,550
BENEFICIAL----------------------------------------------------------------------
LY OWNED 9 SOLE DISPOSITIVE POWER
BY EACH 8,419,775
REPORTING ----------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,839,550
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
================================================================================
CUSIP No. 349841304 Page 4 of 19 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
0
----------------------------------------------------------------------
NUMBERS OF 8 SHARED VOTING POWER
SHARES 16,839,550
BENEFICIAL----------------------------------------------------------------------
LY OWNED 9 SOLE DISPOSITIVE POWER
BY EACH 8,419,775
REPORTING ----------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,839,550
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
================================================================================
CUSIP No. 349841304 Page 5 of 19 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
0
----------------------------------------------------------------------
NUMBERS OF 8 SHARED VOTING POWER
SHARES 16,839,550
BENEFICIAL----------------------------------------------------------------------
LY OWNED 9 SOLE DISPOSITIVE POWER
BY EACH 8,419,775
REPORTING ----------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,839,550
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
================================================================================
CUSIP No. 349841304 Page 6 of 19 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
0
----------------------------------------------------------------------
NUMBERS OF 8 SHARED VOTING POWER
SHARES 16,839,550
BENEFICIAL----------------------------------------------------------------------
LY OWNED 9 SOLE DISPOSITIVE POWER
BY EACH 8,419,775
REPORTING ----------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,839,550
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
================================================================================
CUSIP No. 349841304 Page 7 of 19 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
0
----------------------------------------------------------------------
NUMBERS OF 8 SHARED VOTING POWER
SHARES 16,839,550
BENEFICIAL----------------------------------------------------------------------
LY OWNED 9 SOLE DISPOSITIVE POWER
BY EACH 8,419,775
REPORTING ----------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,839,550
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 11 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 November 29, 1994, Forum Holdings entered into an agreement to
purchase one-half of the shares of Common Stock and Investor Warrants
beneficially owned by Healthcare in a privately negotiated transaction (the
"November Healthcare Stock Purchase"). Of the 2,292,056 shares of Common
Stock and Investor Warrants beneficially owned by Healthcare, Forum
Holdings individually agreed to purchase 1,146,028 shares of and 50% of the
Investor Warrants (of which 576 Investor Warrants are currently exercisable
for a nominal exercise price) for $8,169,553.50. The funds required by
Forum Holdings for the transaction were obtained from the working capital
of Forum Holdings. AFG agreed to purchase the other half of Healthcare's
Common Stock and Investor Warrants.
On November 23, 1994, Forum Holdings also agreed to purchase a total
of 205,000 shares of Common Stock from McDonald & Company in a privately
negotiated transaction at an aggregate purchase price of $1,460,625. The
funds required therefor were obtained from the working capital of Forum
Holdings. Apollo also agreed to purchase 205,000 shares of Common Stock
from McDonald & Company.
-8-
<PAGE>
Item 4. Purpose of Transaction.
----------------------
Item 4 is hereby amended by adding the following at the end of the
second paragraph thereof:
Forum Holdings' principal purpose in consummating the transactions referred
to in Item 3 of this Amendment No. 11 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.
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 since
the closing of Forum Holdings' initial investment in shares of Common
Stock. As a result of the issuance of such shares and the transactions
referred to in Item 3 of this Amendment No. 11, Forum Holdings and Apollo
are each presently entitled to purchase 2,880 shares of Common Stock for
nominal consideration upon exercise of the Investor Warrants. Forum
Holdings has also been informed that immediately following such
transactions, Apollo beneficially owned 8,419,775 shares of Common Stock
(including 2,880 shares presently purchasable upon exercise of the Investor
Warrants), or 37.4% of the total number of shares of Common Stock then
outstanding. Immediately following such transactions, Forum Holdings 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. 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 16,839,550
shares of Common Stock beneficially owned by Forum Holdings and Apollo in
the aggregate following the transactions referred to in Item 3 of this
Amendment No. 11, 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 Apollo for
information regarding Apollo and its ownership of shares of Common Stock.)
-9-
<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 16,839,550 shares of Common Stock owned by
Forum Holdings and Apollo. 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.
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:
Forum Holdings been has informed that following the November Healthcare
Stock Purchase, Healthcare owned no shares of Common Stock, and that Healthcare
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 Apollo,
(ii) three persons nominated by Forum Holdings, and (iii) five persons
acceptable to each of Forum Holdings and Apollo. 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.
Certificates representing the shares of Common Stock purchased by Forum
Holdings in the transactions referred to in Item 3 of this Amendment No. 11 will
be held by a third party on behalf of Forum Holdings pending compliance by Forum
Holdings with certain legal requirements.
<TABLE>
<CAPTION>
Item 7. Material to be Filed as Exhibits.
--------------------------------
<S> <C>
Exhibit 1 - Stock Purchase Agreement*
Exhibit 2 - Agreement in Principle*
Exhibit 3 - April 13th Letter Agreement*
Exhibit 4 - April 18th Letter Agreement*
Exhibit 5 - Acquisition Agreement*
Exhibit 6 - June 4th Ruling*
Exhibit 7 - June 6th Agreement*
Exhibit 8 - June 14th Agreement*
Exhibit 9 - Forum Holdings Warrant*
Exhibit 10 - Registration Rights Agreement*
Exhibit 11 - Shareholders' Agreement*
Exhibit 12 - Powers of Attorney*
Exhibit 13 - October Stock Purchase Agreement*
Exhibit 14 - Purchase Agreement and Waiver with
Healthcare
</TABLE>
- ------------
* Previously filed.
-10-
<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: November 30, 1994.
FORUM HOLDINGS, L.P.
By: /s/ Robert A. Profusek
----------------------
Robert A. Profusek,
Attorney-in-Fact*
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: November 30, 1994.
HRP MANAGEMENT II, LTD.
By: /s/ Robert A. Profusek
----------------------
Robert A. Profusek,
Attorney-in-Fact**
- ---------------------
* Pursuant to a Power of Attorney executed on behalf of Forum Holdings, L.P.
and filed previously as Exhibit 12 hereto.
** Pursuant to a Power of Attorney executed on behalf of HRP Management II,
Ltd. and filed previously as Exhibit 12 hereto.
-11-
<PAGE>
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: November 30, 1994.
HH GENPAR PARTNERS
By: /s/ Robert A. Profusek
----------------------
Robert A. Profusek,
Attorney-in-Fact*
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: November 30, 1994.
HAMPSTEAD ASSOCIATES, INC.
By: /s/ Robert A. Profusek
----------------------
Robert A. Profusek,
Attorney-in-Fact**
- --------------------
* Pursuant to a Power of Attorney executed on behalf of HH Genpar Partners and
filed previously as Exhibit 12 hereto.
** Pursuant to a Power of Attorney executed on behalf of Hampstead Associates,
Inc. and filed previously as Exhibit 12 hereto.
-12-
<PAGE>
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: November 30, 1994.
RAW GENPAR, INC.
By: /s/ Robert A. Profusek
----------------------
Robert A. Profusek,
Attorney-in-Fact*
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: November 30, 1994.
INCAP, INC.
By: /s/ Robert A. Profusek
-----------------------
Robert A. Profusek,
Attorney-in-Fact**
- --------------------
* Pursuant to a Power of Attorney executed on behalf of RAW Genpar, Inc. and
filed previously as Exhibit 12 hereto.
** Pursuant to a Power of Attorney executed on behalf of InCap, Inc. and filed
previously as Exhibit 12 hereto.
-13-
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Pagination
by Sequential
Numbering
Exhibit Description System
------- ----------- -------------
<S> <C> <C>
1 Stock Purchase Agreement *
2 Agreement in Principle *
3 April 13th Letter Agreement *
4 April 18th Letter Agreement *
5 Acquisition Agreement *
6 June 4th Ruling *
7 June 6th Agreement *
8 June 14th Agreement *
9 Forum Holdings Warrant *
10 Registration Rights Agreement *
11 Shareholders' Agreement *
12 Powers of Attorney *
13 October Stock Purchase *
Agreement
14 Purchase Agreement and Waiver 15
with Healthcare
</TABLE>
- --------------------
* Previously filed.
- 14 -
<PAGE>
EXHIBIT 14
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)
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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
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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.
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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
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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:____________________
Title: __________________
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