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Page 1 of 6 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
________________________________________________________________________________
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
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)
JULY 7, 1994
_______________________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box / /.
Check the following box if a fee is being paid with 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).
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Page 2 of 6 Pages
SCHEDULE 13D
CUSIP No. 349841304
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) / /
________________________________________________________________________
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 16,429,550 SHARES OF COMMON STOCK
EACH ____________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 7,068,171 SHARES OF COMMON STOCK
WITH ___________________________________________________
10 SHARED DISPOSITIVE POWER
________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,429,550 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)
73.0%
________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 6 Pages
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. 5 supplements and amends the Statement
on Schedule on 13D filed on December 1, 1993 (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.
Item 3 is hereby amended by adding the following immediately
prior to the last paragraph thereof:
On July 7, 1994, AFG and Forum Holdings purchased 205,868
shares of Common Stock in a privately negotiated market
transaction (the "July Stock Purchase"). The aggregate
purchase price for the shares of Common Stock purchased by AFG
and Forum Holdings in the July Stock Purchase was
approximately $1,260,942. Of the 205,868 shares of Common
Stock purchased in the July Stock Purchase, AFG individually
purchased 102,934 shares of Common Stock for an aggregate
purchase price of approximately $630,468. The funds required
by AFG to pay the $630,468 purchase price for the shares of
Common Stock purchased by it in the July Stock Purchase 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 pentultimate paragraph of item 3 were to (i)
facilitate the acquisition by AFG of a significant equity
interest in the Company and (ii) 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.
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Page 4 of 6 Pages
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,
AFG, Forum Holdings and Healthcare are presently entitled to
purchase 2,304 shares of Common Stock, 2,304 shares of Common
Stock and 1,152 shares of Common Stock, respectively, for
nominal consideration upon exercise of the Investor Warrants.
AFG has also been informed that immediately following the July
Stock Purchase, Forum Holdings and Healthcare beneficially
owned 7,068,171 shares of Common Stock (including 2,304 shares
presently purchasable upon exercise of the Forum Holdings
Warrants) and 2,293,208 shares of Common Stock (including 1,152
shares presently purchasable upon exercise of the Investor
Warrants), respectively, or 31.4% and 10.2%, respectively, of the
total number of shares of Common Stock then outstanding.
Immediately following the July Stock Purchase, AFG was the direct
beneficial owner of 7,068,170 shares of Common Stock (including
2,304 shares presently purchasable upon exercise of the Investor
Warrants), or 31.4% of the total number of shares of Common Stock
then outstanding. By reason of the relationships described in
Item 2 above, each of the Reporting Persons may be deemed to be
the beneficial owners of all such shares beneficially owned by
AFG. 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 16,429,550 shares of Common
Stock beneficially owned by the Investors in the aggregate
following the July Stock Purchase, or 73.0% of the total
number of shares of Common Stock then outstanding. The
foregoing percentages are based upon 22,505,869 shares of
Common Stock outstanding (which number includes the 5,760
shares of Common Stock presently issuable upon exercise of the
Investor Warrants). (Reference is made to such statements on
Schedule 13D as have been or may be filed with the Securities
and Exchange Commission by the other Investors for information
regarding the other Investors and their respective ownership
of shares of Common Stock.)
As a result of provisions of the Shareholders' Agreement
described in Item 6, the Reporting Persons may be deemed to
have shared power to vote or direct the vote of all of the
16,429,550 shares of Common Stock owned by the Investors. The
Reporting Persons have sole power to dispose or direct the
disposition of 7,068,171 shares of Common Stock.
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Page 5 of 6 Pages
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 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.
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Page 6 of 6 Pages
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: July 12, 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
