SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
(Amendment No. 3)
and
Amendment**
to
SCHEDULE 13D
FORUM RETIREMENT PARTNERS, L.P.
(Name of Subject Company)
FORUM GROUP, INC.
(Bidder)
Preferred Depositary Units Representing
Preferred Limited Partners' Interests 349 851 105
(Title of Class of Securities) (CUSIP Number of Class of Securities)
Dennis L. Lehman
Senior Vice President and Chief Financial Officer
Forum Group, Inc.
11320 Random Hills Road
Fairfax, Virginia 22030
(703) 277-7000
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of the Persons Filing Statement)
Copies to:
Robert A. Profusek, Esq.
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
(212) 326-3800
__________
** This Schedule constitutes Amendment No. 10 to the Schedule 13D originally
filed by Forum Group, Inc. on August 24, 1993.
Page 1 of 8 Pages
Exhibit Index on Page 7
<PAGE>
CUSIP No. 349 851 105 14D-1 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
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(e) or 2(f) [ ]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Indiana
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,427,791
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES* [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
61.7%
10 TYPE OF REPORTING PERSON
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-2-
<PAGE>
CUSIP No. 349 851 105 14D-1 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
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(e) or 2(f) [ ]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,427,791
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES* [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
61.7%
10 TYPE OF REPORTING PERSON
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-3-
<PAGE>
This Amendment No. 3 supplements and amends the Schedule 14D-1 Tender
Offer Statement and amendment to Schedule 13D, as previously supplemented and
amended (the "Schedule 14D-1"), relating to a tender offer by Forum Group, Inc.,
an Indiana corporation (the "Purchaser"), to purchase any and all of the
outstanding preferred depositary units (the "Units") representing preferred
limited partners' interests in Forum Retirement Partners, L.P., a Delaware
limited partnership, at $2.83 per Unit, net to the seller in cash, on the terms
and subject to the conditions set forth in the Purchaser's Offer to Purchase
dated October 2, 1995, the Supplement dated October 16, 1995 to the Offer to
Purchase, the Supplement dated November 1, 1995 to the Offer to Purchase, and
the related Letter of Transmittal (which together constitutes the "Offer").
Item 10. Additional Information
Item 10 of the Schedule 14D-1 is hereby supplemented and amended by adding
the following:
(f) On November 13, 1995, prior to 9:00 a.m., New York City time, the
Purchaser issued a press release (the "Press Release") announcing that it has
extended the period of time during which the Offer is open. A copy of the Press
Release is filed as Exhibit (a)(12) hereto, and the information set forth in the
Press Release is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 of the Schedule 14D-1 is hereby supplemented and amended by adding
the following exhibits:
(a)(12)Text of Press Release issued by the Purchaser on November 13, 1995.
-4-
<PAGE>
SIGNATURE
After due 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.
Dated: November 13, 1995
FORUM GROUP, INC.
By /s/ Troy B. Lewis
---------------------------------
Troy B. Lewis,
Attorney-in-Fact*
*Pursuant to a Power of Attorney previously filed
with the Securities and Exchange Commission
-5-
<PAGE>
SIGNATURE
After due 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.
Dated: November 13, 1995
FORUM A/H, INC.
By /s/ Troy B. Lewis
---------------------------------
Troy B. Lewis,
Attorney-in-Fact*
*Pursuant to a Power of Attorney previously filed
with the Securities and Exchange Commission
-6-
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibits Numbered
--------- Page
----------
(a)(12) Text of Press Release issued by the Purchaser 8
on November 13, 1995 . . . . . . . . . . . .
-7-
Exhibit (a)(12)
---------------
For Information Contact: FOR IMMEDIATE RELEASE
Dennis Lehman
Chief Financial Officer
(703) 277-7036 NASDAQ Small Cap:FOUR
FORUM GROUP EXTENDS CASH TENDER OFFER FOR ANY AND ALL
OUTSTANDING UNITS OF FORUM RETIREMENT
PARTNERS UNTIL DECEMBER 1
Fairfax, Virginia, November 13, 1995 -- Forum Group, Inc.
(NASDAQ Small Cap: FOUR) announced today that it has extended the
expiration date of its $2.83 per unit cash tender offer for any
and all outstanding preferred depositary units representing
limited partners' interests in Forum Retirement Partners, L.P.
(AMEX: FRL).
The tender offer has been extended until, and will now expire
at, 12:00 Midnight, New York City time, on Friday, December 1,
1995. As a consequence of the extension of the expiration date,
unitholders are entitled to tender or withdraw their units
pursuant to the tender offer until 12:00 Midnight, New York City
time, on Friday, December 1, 1995, unless the tender offer is
further extended. The tender offer was previously scheduled to
expire on November 10, 1995.
According to American Stock Transfer & Trust Company, the
depositary for the tender offer, as of the close of business on
November 10, 1995, 2,261,746 units (approximately 38.7% of the
outstanding units not already beneficially owned by Forum Group),
had been validly tendered and not withdrawn pursuant to the tender
offer, which when added to the units already beneficially owned by
Forum Group, aggregate approximately 76.5% of the total number of
units presently outstanding.
###
-8-
