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)
(Final Amendment)
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. 12 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
12,035,312
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES* [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
78.7%
10 TYPE OF REPORTING PERSON
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<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
12,035,312
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES* [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
78.7%
10 TYPE OF REPORTING PERSON
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-3-
<PAGE>
This Final Amendment 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 5. Purpose of the Tender Offer and Plans and Proposals of the Bidder.
Item 5 of the Schedule 14D-1 is hereby supplemented and amended by adding
the following:
The Purchaser may at any time, depending upon market conditions and other
factors, acquire additional Units or take other action with respect to the
Partnership or any of its securities in any manner permitted by law, including
the acquisition of additional Units in open-market purchases, in privately
negotiated transactions, in another tender or exchange offer or other form of
business combination, or otherwise. There can be no assurance as to whether any
such transaction or action will be consummated or taken or as to the possible
timing or terms thereof.
Item 6. Interest in Securities of the Company.
Item 6 of the Schedule 14D-1 is hereby supplemented and amended by adding
the following:
(a)-(b) The Offer expired on December 1, 1995, at 12:00 Midnight, New
York City time. On December 2, 1995, the Purchaser notified American Stock
Transfer & Trust Company, the depositary for the Offer, of its acceptance for
payment of, and thereby purchased, all Units validly tendered pursuant to the
Offer and not withdrawn prior to the expiration thereof. On December 4, 1995,
the Purchaser issued a press release (the "Press Release") in which it disclosed
that, as of the expiration of the Offer, 2,607,521 Units had been validly
tendered and not withdrawn. A copy of the Press Release is filed as Exhibit
(a)(15) hereto and is incorporated herein by reference. As a result of the
purchase of Units pursuant to the Offer, the Purchaser beneficially owns
12,035,312 Units, or approximately 78.7% of the total number of Units
outstanding. The number of Units accepted for payment is based on a preliminary
count and includes Units subject to guaranteed delivery procedures.
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)(15)Text of Press Release issued by the Purchaser on December 4, 1995.
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<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: December 4, 1995
FORUM GROUP, INC.
By Troy B. Lewis
---------------------------------
Troy B. Lewis,
Attorney-in-Fact*
*Pursuant to a Power of Attorney previously
filed with the Securities and Exchange Commission
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<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: December 4, 1995
FORUM A/H, INC.
By Troy B. Lewis
---------------------------------
Troy B. Lewis,
Attorney-in-Fact*
*Pursuant to a Power of Attorney previously filed
with the Securities and Exchange Commission
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<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibits Numbered
- -------- Page
--------
Text of Press Release issued by the Purchaser on
(a)(15) December 4, 1995 . . . . . . . . . . . . . . . 8
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Exhibit (a)(15)
---------------
For Information Contact: FOR IMMEDIATE RELEASE
Dennis Lehman
Chief Financial Officer
(703) 277-7036 NASDAQ Small Cap:FOUR
FORUM GROUP COMPLETES TENDER OFFER FOR FORUM
RETIREMENT PARTNERS UNITS
Fairfax, Virginia, December 4, 1995 -- Forum Group, Inc. announced today
the completion 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 expired at
midnight on Friday, December 1, 1995. As of such time, 2,607,521 units
(approximately 44.5% of the outstanding units not already owned by Forum Group)
had been tendered pursuant to the tender offer and not withdrawn. As a result
of the tender offer, Forum Group now beneficially owns approximately 78.7% of
the total number of outstanding units.
Forum Group, Inc. is a Washington, D.C. area-based national owner and
operator of private senior living communities (which include independent
apartment living, assisted living, nursing and healthcare related services) and
assisted living facilities.
###
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