<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 2)
FORUM RETIREMENT PARTNERS, L.P.
(Name of Issuer)
FORUM GROUP, INC.
(Name of Person Filing Statement)
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
October 2, 1995
(Date Tender Offer First Published, Sent or Given to Security Holders)
This statement is filed in connection with a tender offer.
<PAGE> 2
This Amendment No. 2 (this "Amendment") supplements and amends the
Rule 13E-3 Transaction Statement, as previously amended (the "Schedule 13E-3"),
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., 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 "Offer to Purchase"), Supplement dated
October 16, 1995 to the Offer to Purchase, and the related Letter of
Transmittal.
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Schedule 14D-1
Tender Offer Statement originally filed by the Purchaser with the Commission on
October 2, 1995 (as amended, the "Schedule 14D-1"), of the information required
to be included in response to the items of Schedule 13E-3. The information in
the Schedule 14D-1, including all exhibits thereto, is hereby expressly
incorporated herein by reference and the responses to each item in this
Amendment are qualified in their entirety by the information contained in the
Schedule 14D-1.
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
Where located in
Item in Schedule 13E-3 Schedule 14D-1
---------------------- ------------------
<S> <C>
Item 17(b) *
</TABLE>
---------------
* The information requested by this Item is not required
to be included in the Schedule 14D-1.
-2-
<PAGE> 3
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Certain portions of the copy of the presentation by Robert A.
Innamorati & Co. previously filed with the Commission as Exhibit (b)(2) to the
Schedule 13E-3 were inadvertently omitted. A complete copy of such
presentation is filed herewith.
-3-
<PAGE> 4
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: October 17, 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
-4-
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibits
----------
<S> <C>
99(b) (2) Presentation to the Special Committee delivered by Robert A.
Innamorati & Co. on October 13, 1995 . . . . . . . . . . . . . .
</TABLE>
-5-
<PAGE> 1
FORUM RETIREMENT PARTNERS, L.P.
PRESENTATION TO THE
SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS
ROBERT A. INNAMORATI & CO.
INVESTMENT & MERCHANT BANKERS
OCTOBER 13, 1995
<PAGE> 2
FORUM RETIREMENT PARTNERS, L.P.
TABLE OF CONTENTS
I. OVERVIEW OF ENGAGEMENT
II. VALUATION METHODOLOGIES
A. DISCOUNTED CASH FLOW ANALYSIS
B. CAPITALIZATION OF NET OPERATING INCOME ANALYSIS
C. ANALYSIS OF COMPARABLE PUBLICLY-TRADED COMPANIES
D. ACQUISITION PREMIUM ANALYSIS
III. ADDITIONAL INFORMATION
A. PROPOSED ACQUISITION PRICE VS. HISTORIC TRADING PRICES
ROBERT A. INNAMORATI & CO October 13,1995
<PAGE> 3
FORUM RETIREMENT PARTNERS, L.P.
OVERVIEW OF ENGAGEMENT
- - ROBERT A. INNAMORATI & CO. ("RAI&Co") has been retained by the Special
Committee of the Board of Directors of Forum Retirement, Inc. ("FRI") for the
purpose of rendering a written opinion ("Opinion") as to the fairness, from a
financial point of view, to the unit holders of Forum Retirement Partners,
L.P. ("FRP") of the consideration to be received by such unit holders in the
proposed acquisition by Forum Group, Inc. of units of limited partnership
interest of FRP.
- - In arriving at its Opinion, RAI&Co relied upon and assumed the accuracy
of the following:
- Financial and other information concerning the business, operations and
prospects of FRP obtained by RAI&Co from FRP and its affiliates.
- The terms of the Offer to Purchase as provided by FRP.
- Publicly available information with respect to the securities
outstanding.
- Other information and data obtained by FRP from public sources.
- - In arriving at its Opinion, RAI&Co has not done the following:
- Made or obtained any independent evaluations or appraisals of the assets
or liabilities of FRP.
- Conducted any physical inspection of the properties and facilities of
FRP.
ROBERT A. INNAMORATI & CO. October 13, 1995
<PAGE> 4
FORUM RETIREMENT PARTNERS, L.P.
DISCOUNTED CASH FLOW ANALYSIS
BASED ON MANAGEMENT'S 10 - YEAR PROJECTIONS
<TABLE>
<CAPTION>
($'s in millions, except per unit and per room data) 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Average Price Per Room $89 $92 $95 $98 $101 $104 $107 $110 $113 $117
Average Occupancy 94.0% 94.0% 94.0% 94.0% 94.0% 94.0% 94.0% 94.0% 94.0% 94.0%
Units in Place 1,617 1,617 1,617 1,617 1,617 1,617 1,617 1,617 1,617 1,617
Expansion Units 5 100 105 173 195 304 304 304 304 304
Total Revenues $49.1 $52.0 $55.1 $57.9 $60.8 $65.5 $68.7 $71.2 $73.3 $75.5
Net Operating Income $5.4 $5.3 $7.3 $7.5 $8.3 $11.9 $14.8 $15.4 $15.9 $16.4
Net Cash Flow Available For Distributions $0.0 $0.0 $1.5 $1.7 $2.5 $6.1 $9.0 $9.6 $10.1 $10.5
Percentage of Net Cash Flow Distributed 0.0% 0.0% 0.0% 0.0% 0.0% 61.2% 72.8% 73.9% 74.3% 74.8%
</TABLE>
<TABLE>
<CAPTION>
Partnership Value
Assuming Capitalization Rate of 10% NOI Debt Cash in Terminal Year
- ----------------------------------- --- ---- ---- -----------------
Value Per Unit
-----------------
<S> <C> <C> <C> <C> <C> <C>
NPV @ 12% $54.4 $3.56 $16.4 $35.4 $6.7 $127.2
NPV @ 15% $42.9 $2.80
NPV @ 18% $34.0 $2.23
NPV @ 20% $29.3 $1.91
</TABLE>
<TABLE>
<CAPTION>
Partnership Value
Assuming Capitalization Rate of 11% NOI Debt Cash in Terminal Year
- ----------------------------------- --- ---- ---- -----------------
Value Per Unit
-----------------
<S> <C> <C> <C> <C> <C> <C>
NPV @ 12% $49.3 $3.22 $16.4 $35.4 $6.7 $112.3
NPV @ 15% $38.9 $2.55
NPV @ 18% $30.9 $2.02
NPV @ 20% $26.6 $1.74
</TABLE>
<TABLE>
<CAPTION>
Partnership Value
Assuming Capitalization Rate of 12% NOI Debt Cash in Terminal Year
- ----------------------------------- --- ---- ---- -----------------
Value Per Unit
-----------------
<S> <C> <C> <C> <C> <C> <C>
NPV @ 12% $45.1 $2.95 $16.4 $35.4 $6.7 $99.9
NPV @ 15% $35.6 $2.33
NPV @ 18% $28.3 $1.85
NPV @ 20% $24.4 $1.60
</TABLE>
Notes:
(1) NPV = Net Present Value
(2) Per unit calculation assumes 15,285,248 units outstanding
(3) Projections were prepared by the General Partner
ROBERT A. INNAMORATI & CO. October 13, 1995
<PAGE> 5
FORUM RETIREMENT PARTNERS, L.P.
DISCOUNTED CASH FLOW ANALYSIS
BASED ON MANAGEMENT'S 7 - YEAR PROJECTIONS
<TABLE>
<CAPTION>
($'s in millions, except per unit and per room data) 1995 1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Average Price Per Room $89 $92 $95 $98 $101 $104 $107
Average Occupancy 94.0% 94.0% 94.0% 94.0% 94.0% 94.0% 94.0%
Units in Place 1,617 1,617 1,617 1,617 1,617 1,617 1,617
Expansion Units 5 100 105 173 195 304 304
Total Revenues $49.1 $52.0 $55.1 $57.9 $60.8 $65.5 $68.7
Net Operating Income $5.4 $5.3 $7.3 $7.5 $8.3 $11.9 $14.8
Net Cash Flow Available For Distributions $0.0 $0.0 $1.5 $1.7 $2.5 $6.1 $9.0
Percentage of Net Cash Flow Distributed 0.0% 0.0% 0.0% 0.0% 0.0% 61.2% 72.8%
</TABLE>
<TABLE>
<CAPTION>
Partnership Value
Assuming Capitalization Rate of 10% NOI Debt Cash in Terminal Year
- ----------------------------------- --- ---- ---- -----------------
Value Per Unit
-----------------
<S> <C> <C> <C> <C> <C> <C>
NPV @ 12% $51.5 $3.37 $14.8 $41.2 $5.8 $103.4
NPV @ 15% $43.4 $2.84
NPV @ 18% $36.8 $2.41
NPV @ 20% $33.0 $2.16
</TABLE>
<TABLE>
<CAPTION>
Partnership Value
Assuming Capitalization Rate of 11% NOI Debt Cash in Terminal Year
- ----------------------------------- --- ---- ---- -----------------
Value Per Unit
-----------------
<S> <C> <C> <C> <C> <C> <C>
NPV @ 12% $45.1 $2.95 $14.8 $41.2 $5.8 $90.0
NPV @ 15% $38.0 $2.49
NPV @ 18% $32.2 $2.11
NPV @ 20% $28.9 $1.89
</TABLE>
<TABLE>
<CAPTION>
Partnership Value
Assuming Capitalization Rate of 12% NOI Debt Cash in Terminal Year
- ----------------------------------- --- ---- ---- -----------------
Value Per Unit
-----------------
<S> <C> <C> <C> <C> <C> <C>
NPV @ 12% $39.7 $2.60 $14.8 $41.2 $5.8 $78.7
NPV @ 15% $33.5 $2.19
NPV @ 18% $28.4 $1.85
NPV @ 20% $25.4 $1.66
</TABLE>
Notes:
(1) NPV = Net Present Value
(2) Per unit calculation assumes 15,285,248 units outstanding
(3) Projections were prepared by the General Partner
ROBERT A. INNAMORATI & CO. October 13, 1995
<PAGE> 6
FORUM RETIREMENT PARTNERS, L.P.
DISCOUNTED CASH FLOW ANALYSIS
BASED ON MANAGEMENT'S 5 - YEAR PROJECTIONS
<TABLE>
<CAPTION>
($'s in millions, except per unit and per room data) 1995 1996 1997 1998 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Average Price Per Room $89 $92 $95 $98 $101
Average Occupancy 94.0% 94.0% 94.0% 94.0% 94.0%
Units in Place 1,617 1,617 1,617 1,617 1,617
Expansion Units 5 100 105 173 195
Total Revenues $49.1 $52.0 $55.1 $57.9 $60.8
Net Operating Income $5.4 $5.3 $7.3 $7.5 $8.3
Net Cash Flow Available For Distributions $0.0 $0.0 $1.5 $1.7 $2.5
Percentage of Net Cash Flow Distributed 0.0% 0.0% 0.0% 0.0% 0.0%
</TABLE>
<TABLE>
<CAPTION>
Partnership Value
Assuming Capitalization Rate of 10% NOI(1) Debt Cash in Terminal Year
- ----------------------------------- ------ ---- ---- -----------------
Value Per Unit
-----------------
<S> <C> <C> <C> <C> <C> <C>
NPV @ 12% $39.1 $2.55 $12.0 $44.2 $5.3 $65.0
NPV @ 15% $34.7 $2.27
NPV @ 18% $30.9 $2.02
NPV @ 20% $28.6 $1.87
</TABLE>
<TABLE>
<CAPTION>
Partnership Value
Assuming Capitalization Rate of 11% NOI(1) Debt Cash in Terminal Year
- ----------------------------------- ------ ---- ---- -----------------
Value Per Unit
-----------------
<S> <C> <C> <C> <C> <C> <C>
NPV @ 12% $32.5 $2.13 $12.0 $44.2 $5.3 $54.1
NPV @ 15% $28.9 $1.89
NPV @ 18% $25.7 $1.68
NPV @ 20% $23.8 $1.56
</TABLE>
<TABLE>
<CAPTION>
Partnership Value
Assuming Capitalization Rate of 12% NOI(1) Debt Cash in Terminal Year
- ----------------------------------- ------ ---- ---- -----------------
Value Per Unit
-----------------
<S> <C> <C> <C> <C> <C> <C>
NPV @ 12% $27.1 $1.77 $12.0 $44.2 $5.3 $45.1
NPV @ 15% $24.0 $1.57
NPV @ 18% $21.4 $1.40
NPV @ 20% $19.8 $1.30
</TABLE>
Notes:
(1) NOI IN 1999 excludes the effect of capital expenditures
(2) NPV = Net Present Value
(3) Per unit calculation assumes 15,285,248 units outstanding
(4) Projections were prepared by the General Partner
ROBERT A. INNAMORATI & CO. October 13, 1995
<PAGE> 7
FORUM RETIREMENT PARTNERS, L.P.
CAPITALIZATION OF NET OPERATING INCOME ANALYSIS
LAST 12 MONTHS ENDING JUNE 30, 1995
($'S IN THOUSANDS, EXCEPT PER UNIT DATA)
Net Operating Income (1): $7,574
<TABLE>
<CAPTION>
CAPITALIZATION RATES
---------------------------------------------------------------------
8.00% 9.00% 10.00% 11.00% 12.00% 13.00%
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Hypothetical Enterp rise Value $94,675 $84,156 $75,740 $68,855 $63,117 $58,262
Minus LTD as of June 30, 1995 $49,482 $49,482 $49,482 $49,482 $49,482 $49,482
Plus Cash as of June 30, 1995 $6,273 $6,273 $6,273 $6,273 $6,273 $6,273
Hypothetical Equity Value $51,466 $40,947 $32,531 $25,646 $19,908 $15,053
- ------------------------------------------------------------------------------------------------------
Resulting Value Per Unit (2) $3.37 $2.68 $2.13 $1.68 $1.30 $0.98
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on FRP's performance for the 12 months ended June 30, 1995. Net
operating income is defined as earnings before interest, taxes, depreciation
and amortization, less ordinary annual capital expenditures of $1,000 per
unit.
(2) Based on 15,285,248 units outstanding.
(3) LTD is long term debt including current maturities.
ROBERT A. INNAMORATI & CO. October 13, 1995
<PAGE> 8
FORUM RETIREMENT PARTNERS, L.P.
CAPITALIZATION OF NET OPERATING INCOME ANALYSIS
ESTIMATED 12 MONTHS ENDING DECEMBER 31, 1995
($'S IN THOUSANDS, EXCEPT PER UNIT DATA)
Net Operating Income (1): $7,884
<TABLE>
<CAPTION>
CAPITALIZATION RATES
----------------------------------------------------------------
8.00% 9.00% 10.00% 11.00% 12.00% 13.00%
----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Hypothetical Enterprise Value $98,550 $87,600 $78,840 $71,673 $65,700 $60,646
Minus LTD as of 12/31/95 (2) $49,007 $49,007 $49,007 $49,007 $49,007 $49,007
Plus Cash as of 12/31/95 (3) $5,500 $5,500 $5,500 $5,500 $5,500 $5,500
------- ------- ------- ------- ------- -------
Hypothetical Equity Value $55,043 $44,093 $35,333 $28,166 $22,193 $17,139
------- ------- ------- ------- ------- -------
- -------------------------------------------------------------------------------------------------
Resulting Value Per Unit (4) $3.60 $2.88 $2.31 $1.84 $1.45 $1.12
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on FRP's estimated performance for the 12 months ended 12/31/95.
Net operating income is defined as earnings before interest, taxes,
depreciation and amortization, less ordinary annual capital expenditures of
$1,000 per unit.
(2) LTD is long term debt including current maturities.
(3) Management of FRP verbally estimated cash balance between $5 and $6 million
at 12/31/95.
(4) Based on 15,285,248 units outstanding.
ROBERT A. INNAMORATI & CO. October 13, 1995
<PAGE> 9
FORUM RETIREMENT PARTNERS, L.P.
ANALYSIS OF COMPARABLE PUBLICLY-TRADED COMPANIES
COMPARABLE COMPANY DESCRIPTIONS
RAI & Co has prepared a peer comparison of Forum Retirement Partners, L.P.
("FRP") which is enclosed herein. The peer comparison is essentially a
comparison of FRP to other companies deemed comparable to FRP. The selection of
the comparable companies and certain elements of the comparison model
incorporate subjective elements. In addition, FRP values implied by the peer
comparison are derived from public trading data which is subject to signigicant
change over a short period of time, and do not represent a complete and
thorough valuation of FRP. Therefore, the peer comparison should be viewed as a
starting point in a valuation process subject to significant revision based on
input from FRP and changing trends in the public markets.
Comparable companies are used in this section of the analysis to generate
multiples used in calculating the per unity value of Forum Retirement Partners,
L.P. ("FRP"). The comparables were selected based on a SIC code search through
the Disclosure SEC on-line database available through CompuServe in conjunction
with comparable companies provided by Forum Group, Inc. and in analyst reports
done by Dean Witter Reynolds Inc. and NatWest Securities. Companies falling
under the three following SIC Codes were included in the search:
8051 (Skilled nursing care facilities)
8059 (Nursing, personal care facilities)
8052 (Intermediate care facilites)
The following eleven companies were selected on one of either two bases: having
operations most closely related to those of FRP, and/or the size of the company
in relation to FRP. It should be noted that it was difficult to select
publicly-traded companies that could be used to establish a close comparison to
FRP.
BEVERLY ENTERPRISES, INC.
Fort Smith, Arkansas-based Beverly Enterprises is the largest nursing home
chain in the U.S. The company has a national network of 774 facilities in 34
states and the District of Columbia. It also operates home health care
agencies, pharmacies, and retirement homes. The company expects to be a major
player in managed care.
ADVOCAT INC.
Operates nursing homes and retirement centers in southeast U.S. and Canada. It
was formed in April 1994 to combine the term care business of Counsel Corp.
(Canada), its affiliates and Diversicare Inc. (70% - owned by Counsel).
ROBERT A. INNAMORATI & CO. October 13, 1995
<PAGE> 10
FORUM RETIREMENT PARTNERS, L.P.
ANALYSIS OF COMPARABLE PUBLICLY-TRADED COMPANIES
COMPARABLE COMPANY DESCRIPTIONS
GENESIS HEALTH VENTURES, INC.
Genesis Health Ventures is one of the largest specialty geriatric care
companies in the U.S. Although the majority of the company's sales are
currently derived from residential care (nursing homes), its goal is to provide
its elderly clients with an integrated continuum of care focused on allowing
them to remain in their communities for as long as possible. To this end,
Genesis provides a wide range of outpatient services (including contract
physician services similar to HMOs), home care, and rehabilitation services as
well as retirement communities for healthy and active elderly people. It also
manages facilities owned by other companies and provides pharmacy and medical
supply items. Genesis concentrates its efforts in specific areas on the East
Coast: the Hartford/Springfield (Massachusetts) area; the Delaware Valley;
Baltimore/Washington, DC; Southern Delaware/Eastern Maryland; central Florida;
and North Carolina. It has a smaller presence in Indiana and the Pittsburgh
area.
THE MULTICARE COMPANIES, INC.
Multicare operates 60 long-term care facilities with approximately 6,900
licensed beds in New Jersey, Connecticut, Pennsylvania, Ohio, Illinois, Vermont
and Wisconsin. Its services include skilled nursing care, Alzheimer's care,
rehabilitation therapies and subacute care.
SUMMIT CARE CORPORATION
Summit operates 21 nursing care centers in California and Texas, plus 4
retirement centers in California. It also operates a full service pharmacy. In
September, 1994, the Company bought a nursing care center in Fort Worth, Texas,
for $12 million.
GERIATRIC & MEDICAL COMPANIES, INC.
Formerly Geriatric & Medical Centers, this company owns and manages long term
or intermediate care facilities in the Philadelphia area and south New Jersey.
It also provides home care equipment and services, as well as ambulance
services.
GRANCARE, INC.
This diversified health care company offers lower-cost care at its 81 nursing
homes. It also provides home and hospice care, rehabilitative therapies, and
laboratory and radiological services. In 1993, GranCare acquired CompuPharm,
one of the nation's largest independent pharmaceutical services; the company's
new CompuPharm division operates 23 institutional pharmacies serving hospitals,
prisons, nursing homes, and community clinics. Medicare/Medicaid accounts for
over 75% of GranCare's revenues. GranCare grew out of nursing home operator
HostMasters, which was started by an investing group in 1988.
ROBERT A. INNAMORATI & CO. October 13, 1995
<PAGE> 11
FORUM RETIREMENT PARTNERS, L.P.
ANALYSIS OF COMPARABLE PUBLICLY-TRADED COMPANIES
COMPARABLE COMPANY DESCRIPTIONS
COMMUNITY CARE OF AMERICA, INC.
The Company is a health care provider that has operations in 7 states. As of
July 1995, its facilities included 46 licensed long-term care facilities with
3,700 beds, one 22-bed rural hospital, one physician practice and two
associated primary care clinics, one adult day care center, one child care
center and one home health care agency. Its strategy is to develop and operate
local health care delivery networks in medically under-served rural
communities.
RETIREMENT CARE ASSOCIATES, INC.
Retirement Care operates retirement homes and nursing centers.
SUN HEALTHCARE GROUP, INC.
Sun Healthcare operates 122 long term care facilities, 119 nursing homes, 11
ambulatory surgery centers and 12 regional pharmacies. In addition, the Company
also owns 27 nursing homes in U.K.
FORUM GROUP, INC.
Forum Group, Inc. provides senior housing and healthcare services in 12 states
through the operation of 33 retirement communities. Each retirement community
generally provides a continuum of care, including independent living, assisted
living and skilled nursing.
FORUM RETIREMENT PARTNERS, L.P.
This limited partnership operates 9 retirement living centers for affluent
elderly in Delaware, Texas, South Carolina, Florida and New Mexico. Its centers
offer rental apartments, townhomes or living units providing meals, security,
laundry, nursing and emergency health care.
Source for all of the pervious company descriptions: Hoover's Company Database
through CompuServe
ROBERT A. INNAMORATI & CO. October 13, 1995
<PAGE> 12
FORUM RETIREMENT PARTNERS, L.P.
ANALYSIS OF COMPARABLE PUBLICLY-TRADED COMPANIES
COMPARABLE VALUE SUMMARY
($'S IN MILLIONS, EXCEPT PER UNIT DATA)
<TABLE>
<CAPTION>
Based on FRP's
Based on FRP's Last 12 Month Based on FRP's
Valuation Method 12/31/94 FYE Results Results Ended 6/30/95 12/31/95 FYE Forecast
---------------- -------------------- --------------------- ---------------------
<S> <C> <C> <C>
Applying Last 12 Months Operating Data of Comparables:
Current Market Capitalization (1) $71.8 $72.1 $77.4
12 Month Average Market Capitalization (2) $73.3 $73.7 $79.0
Applying Annual Historical Operating Data of Comparables:
Current Market Capitalization (1) $88.1 $88.5 $94.6
12 Month Average Market Capitalization (2) $91.6 $92.0 $98.4
----- ----- -----
Average Enterprise Value (3) $81.2 $81.6 $87.3
----- ----- -----
Value Per Unit Calculation:
Less Long Term Debt of $48.5 million (as of 6/30/95) (4) $32.7 $33.1 $38.8
Plus Cash and Equivalents (as of 6/30/95) $39.0 $39.3 $45.1
- ----------------------------------------------------------------------------------------------------------------------
Partnership Equity Value per Unit (5) $2.55 $2.57 $2.95
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Current Market Capitalization is defined as the current number of shares
outstanding multiplied by the current market price per share.
(2) The Twelve Month Average Market Capitalization is calculated by multiplying
the average price for the period by the average shares outstanding for the
period. Please note that the 12 Month Average Market Cap. for Community
Care is really for a 2 month period, the period since it went public.
(3) Enterprise Value is defined as market capitalization plus long term debt
less cash and equivalents.
(4) Long term debt excludes current maturities.
(5) Assuming 15,285,248 partnership units outstanding.
ROBERT A. INNAMORATI & CO. October 13, 1995
<PAGE> 13
FORUM RETIREMENT PARTNERS, L.P.
ANALYSIS OF COMPARABLE PUBLICLY-TRADED COMPANIES
SUMMARY FINANCIAL DATA FOR FRP
($ IN MILLIONS)
<TABLE>
<CAPTION>
For the For the
For Fiscal Year Last Twelve Months Fiscal Year
Ended 12/31/94 Ended 6/30/95 Ended 12/31/95E
-------------- ------------- ---------------
<S> <C> <C> <C>
Net Revenues (1) $47.1 $48.9 $49.4
EBITDA (2) $9.2 $9.2 $9.5
$9.191
EBIT (3) $5.7 $5.7 $5.8
Net Income $0.3 $0.4 $1.4
</TABLE>
(1) Other income in 12/31/95E assumed to be $240,000
(2) Earnings before interest, taxes, depreciation and amortization
(3) Earnings before interest and taxes
ROBERT A. INNAMORATI & CO. October 13, 1995
<PAGE> 14
FORUM RETIREMENT PARTNERS, L.P.
ACQUISITION PREMIUM ANALYSIS
SUMMARY FINANCIAL INFORMATION RELATING TO SELECTED CASH TENDER OFFER
TRANSACTIONS (1)
<TABLE>
<CAPTION>
Target Company FRP Alpine Meadows of Tahoe Inc Providence Health Care Inc
Acquirer FGI(2) Powdr Corp Multicare Cos Inc
-------- ------ ---------- -----------------
<S> <C> <C> <C>
Date Announced 09/25/95 01/21/94 02/01/94
Completed/Pending ("C" / "P") P C C
Offer Price/Share (Unit) $2.83 $10.67 $7.50
Total Value (mil.) $16.6(3) $37.2 $27.7
Stock Premium: Prior Periods
- ----------------------------
1 Day (%) 41.5% 64.2% 122.2%
1 Week (%) 50.9% 64.2% 130.8%
4 Weeks (%) 41.5% 64.2% 130.8%
Offer Price Per Share (Unit) $2.83 $10.67 $7.50
- ----------------------------
to Book Value 1.1 x 1.9 x 4.5 x
to EPS 116.6 x 35.5 x -
Stock Price 4 Weeks Prior $2.00 $6.50 $3.25
- -------------------------
to Book Value 0.8 x - 1.9 x
to EPS 82.4 x 21.7 x -
Total Equity Value (mil.) $39.0 $34.1 $31.8
- -------------------------
to Net Income 105.1 x 29.4 x -
Long-Term Debt to
Stockholder's Equity 1.3 x 0.9 x 4.2 x
Total Liabilities to
Stockholder's Equity 1.8 x 1.6 x 6.3 x
Stockholders' Equity
as a% of Total Assets 35.2% 37.9% 13.6%
Total Enterprise Value (mil.) $76.7 $49.4 $55.7
- ------------------------------
to Sales 1.6 x 1.5 x 1.6 x
to Cash Flow (EBITDA) 8.3 x - -
to Operating Income 13.4 x 7.4 x -
</TABLE>
- ------------------------------
(1) Data provided by Securities Data Company, Inc. Eighteen transactions were
identified for the period 1/1/94 to 10/3/95 in the total value range of
$10 to $50 million.
(2) Based on LTM data available at 6/30/95.
(3) $2.50 x number of units not already owned by Forum Group, Inc.
ROBERT A. INNAMORATI & CO. October 13, 1995
<PAGE> 15
FORUM RETIREMENT PARTNERS, L.P.
ACQUISITION PREMIUM ANALYSIS
SUMMARY FINANCIAL INFORMATION RELATING TO SELECTED CASH TENDER
OFFER TRANSACTIONS (1)
<TABLE>
<CAPTION>
Target Company Banyan Mortgage Investors LP General Cable(Cie Gen de Eaux) Indianapolis Newspapers
Acquirer THSP Inc Wassall PLC Central Newspapers Inc
-------- -------- ----------- ----------------------
<S> <C> <C> <C>
Date Announced 04/19/94 05/05/94 06/24/94
Completed/Pending ("C" / "P") C C C
Offering Price/Share (Unit) $2.50 $6.00 $10,000.00
Total Value (mil.) $24.3 $35.9 $35.9
Stock Premium: Prior Periods
- ----------------------------
1 Day (%) - 17.1% -
1 Week (%) - 21.5% -
4 Weeks (%) - 11.6% -
Offer Price Per Share (Unit) $2.50 $6.00
- ----------------------------
to Book Value - 0.6x $10,000.00
to EPS - - -
Stock Price 4 Weeks Prior $5.38
- -------------------------
to Book Value - 0.5x -
to EPS - - -
Total Equity Value (mil.) $28.1 $77.8 $57.7
- -------------------------
to Net Income - - -
Long-Term Debt to
Stockholder's Equity - 2.1x -
Total Liabilities to
Stockholder's Equity - 3.4x -
Stockholders' Equity
as a % of Total Assets - 22.5% -
Total Enterpirse Value (mil.) - $357.2 -
- -----------------------------
to Sales - 0.5x -
to Cash Flow (EBITDA) - 16.2x -
to Operating Income - 155.3x -
</TABLE>
- --------------------
(1) Data provided by Securities Data Company, Inc. Eighteen transactions were
identified for the period 1/1/94 to 10/3/95 in the total value range of
$10 to $50 million.
ROBERT A. INNAMORATI & CO. October 13, 1995
<PAGE> 16
FORUM RETIREMENT PARTNERS, L.P.
ACQUISITION PREMIUM ANALYSIS
SUMMARY FINANCIAL INFORMATION RELATING TO SELECTED CASH TENDER OFFER
TRANSACTIONS (1)
<TABLE>
<CAPTION>
Target Company R2 Medical Systems Inc Service Fracturing Co Samson Energy Co LP
Acquirer Cardiotronics Systems Inc Nowsco Well Service Ltd Samson Properties Inc
-------- ------------------------- ----------------------- ---------------------
<S> <C> <C> <C>
Date Announced 08/15/94 08/25/94 09/02/94
Completed/Pending ("C" / "P") C C C
Offering Price/Share (Unit) $6.50 $4.55 $11.50
Total Value (mil.) $14.4 $23.4 $41.3
Stock Premium: Prior Periods
- -----------------------------
1 Day (%) 225.0% 51.7% 29.6%
1 Week (%) 188.9% 30.0% 26.0%
4 Weeks (%) 225.0% 30.0% 24.3%
Offer Price Per Share (Unit) $6.50 $4.55 $11.50
- ----------------------------
to Book Value 3.8 x 3.9 x 1.5 x
to EPS 130.0 x - 2.3 x
Stock Price 4 Weeks Prior $2.00 $3.50 $9.25
- -------------------------
to Book Value 1.2 x 2.9 x 1.2 x
to EPS 40.0 x -13.0 x 1.9 x
Total Equity Value (mil.) $17.2 $24.3 $53.7
- -------------------------
to Net Income 131.5 x - 2.3 x
Long-Term Debt to
Stockholder's Equity - 0.0 x 0.1 x
Total Liabilities to
Stockholder's Equity 0.1 x 0.2 x -
Stockholders' Equity
as a % of Total Assets 93.8% 24.2% 93.5%
Total Enterprise Value (mil.)
- -----------------------------
to Sales 3.5 x 1.2 x 1.4 x
to Cash Flow (EBITDA) 28.9 x 30.3 x 1.7 x
to Operating Income 36.8 x - 2.4 x
</TABLE>
- ---------------------------
(1) Data provided by Securities Data Company, Inc. Eighteen transactions were
identified for the period 1/1/94 to 10/3/95 in the total value range of
$10 to $50 million.
ROBERT A. INNAMORATI & CO. October 13, 1995
<PAGE> 17
FORUM RETIREMENT PARTNERS, L.P.
ACQUISITION PREMIUM ANALYSIS
SUMMARY FINANCIAL INFORMATION RELATING TO SELECTED CASH TENDER OFFER
TRANSACTIONS (1)
<TABLE>
<CAPTION>
Information
Target Company America Inc Laser Precision Corp Providential Wilmington
Acquirer West Publishing Co GN Great Nordic Ltd Svgs Fund Society
-------- ------------------ ------------------- -----------------
<S> <C> <C> <C>
Date Announced 10/03/94 10/04/94 10/12/94
Completed/Pending ("C" / "P") C C C
Offering Price/Share (Unit) $6.00 $8.00 $4.00
Total Value (mil.) $29.3 $38.7 $24.4
Stock Premium: Prior Periods
- ----------------------------
1 Day (%) 54.8% 36.2% 45.5%
1 Week (%) 65.5% 45.5% 60.0%
4 Weeks (%) 84.6% 39.1% 60.0%
Offer Price Per Share (Unit) $6.00 $8.00 $4.00
- ----------------------------
to Book Value 1.7 x 1.9 x 9.3 x
to EPS - 26.6 x -
Stock Price 4 Weeks Prior $3.25 $5.75 $2.50
- -------------------------
to Book Value 0.9 x 1.4 x 6.3 x
to EPS -23.2 x 19.2 x -0.4 x
Total Equity Value (mil.) $29.5 $39.8 $373.2
- -------------------------
to Net Income - 27.1 x -
Long-Term Debt to
Stockholder's Equity 0.2 x - -
Total Liabilities to
Stockholder's Equity 0.6 x 0.1 x 0.0 x
Stockholders' Equity
as a% of Total Assets 61.1% 88.1% 98.5%
Total Enterprise Value (mil.) $27.5 $31.5 $18.9
- -----------------------------
to Sales 1.1 x 1.3 x 66.2 x
to Cash Flow (EBITDA) 6.7 x 9.6 x -
to Operating Income - 13.2 x -
</TABLE>
- ---------------
(1) Data provided by Securities Data Company, Inc. Eighteen transactions were
identified for the period 1/1/94 to 10/3/95 in the total value range of
$10 to $50 million.
ROBERT A. INNAMORATI & CO. October 13, 1995
<PAGE> 18
FORUM RETIREMENT PARTNERS, L.P.
ACQUISITION PREMIUM ANALYSIS
SUMMARY FINANCIAL INFORMATION RELATING TO SELECTED CASH TENDER OFFER
TRANSACTIONS (1)
<TABLE>
<CAPTION>
Target Company Galveston-Houston Co Pet Products A Pea in the Pod Inc
Acquirer GHX Acquisition Co Hartz Mountain Corp(Hartz Grp) Mothers Work Inc
------- ------------------ ------------------------------ ----------------
<S> <C> <C> <C>
Date Announced 12/14/94 12/27/94 03/06/95
Completed/Pending ("C" / "P") C C C
Offering Price/Share (Unit) $2.25 $5.25 $5.50
Total Value (mil.) $37.0 $17.3 $22.5
Stock Premium: Prior Periods
- ----------------------------
1 Day (%) 28.6% 200.0% 37.5%
1 Week (%) 38.5% 265.2% 83.3%
4 Weeks (%) 28.6% 162.5% 57.1%
Offer Price Per Share (Unit) $2.25 $5.25 $5.50
- ----------------------------
to Book Value 0.9 x 2.0 x 2.6 x
to EPS 75.0 x 43.7 x -
Stock Price 4 Weeks Prior $1.75 $2.00 $3.50
- -------------------------
to Book Value 0.7 x 0.8 x 1.7 x
to EPS 58.3 x 16.7 x -14.0 x
Total Equity Value (mil.) $38.2 $16.1 $22.5
- -------------------------
to Net Income 101.0 x 43.1 x -
Long-Term Debt to
Stockholder's Equity 0.1 x 0.2 x -
Total Liabilities to
Stockholder's Equity 0.4 x 0.6 x 1.0 x
Stockholders' Equity
as a % of Total Assets 72.9% 64.0% 49.7%
Total Enterprise Value (mil.) $42.7 $16.9 $25.3
- -----------------------------
to Sales 0.6 x 1.2 x 0.8 x
to Cash Flow (EBITDA) 8.9 x 16.7 x 113.3 x
to Operating Income 29.4 x 24.5 x -
</TABLE>
- -------------------------
(1) Data provided by Securities Data Company, Inc. Eighteen transactions were
identified for the period 1/1/94 to 10/3/95 in the total value range of
$10 to $50 million.
ROBERT A. INNAMORATI & CO. October 13, 1995
<PAGE> 19
FORUM RETIREMENT PARTNERS, L.P.
ACQUISITION PREMIUM ANALYSIS
SUMMARY FINANCIAL INFORMATION RELATING TO SELECTED CASH TENDER OFFER
TRANSACTIONS (1)
<TABLE>
<CAPTION>
Target Company Resource Recycling Techs Inc Paco Pharmaceutical Services NuVision Inc
Acquirer Waste Management Inc West Co Inc American Vision Centers Inc
-------- -------------------- ----------- ---------------------------
<S> <C> <C> <C>
Date Announced 03/17/95 03/24/95 04/28/95
Completed/Pending ("C" / "P") C C C
Offering Price/Share (Unit) $11.50 $12.25 $7.60
Total Value (mil.) $30.8 $49.0 $20.5
Stock Premium: Prior Periods
- ----------------------------
1 Day (%) 37.3% 66.1% 32.2%
1 Week (%) 50.8% 66.1% 38.2%
4 Weeks (%) 46.0% 58.1% 35.1%
Offer Price Per Share (Unit) $11.50 $12.25 $7.60
- ----------------------------
to Book Value 3.4 x 1.1 x 1.5 x
to EPS 34.3 x 21.8 x -
Stock Price 4 Weeks Prior $7.88 $7.75 $5.63
- -------------------------
to Book Value 2.3 x 0.7 x 1.1 x
to EPS 23.5 x 13.8 x -11.9 x
Total Equity Value (mil.) $30.3 $49.0 $20.5
- -------------------------
to Net Income 33.8 x 21.4 x -
Long-Term Debt to
Stockholder's Equity 0.2 x 0.1 x -
Total Liabilities to
Stockholder's Equity 1.0 x 0.3 x 0.4 x
Stockholders' Equity
as a % of Total Assets 48.6% 74.7% 70.7%
Total Enterprise Value (mil.) $32.2 $49.6 $20.6
- -----------------------------
to Sales 0.8 x 0.8 x 0.4 x
to Cash Flow (EBITDA) 17.5 x 6.9 x 11.6 x
to Operating Income 33.1 x 15.8 x -
</TABLE>
- -----------------------------
(1) Data provided by Securities Data Company, Inc. Eighteen transactions were
identified for the period 1/1/94 to 10/3/95 in the total value range of
$10 to $50 m illion.
ROBERT A. INNAMORATI & CO. October 13, 1995
<PAGE> 20
FORUM RETIREMENT PARTNERS, L.P.
ACQUISITION PREMIUM ANALYSIS
SUMMARY FINANCIAL INFORMATION RELATING TO SELECTED CASH TENDER OFFER
TRANSACTIONS (1)
<TABLE>
<CAPTION>
Target Company Bestop Inc
Acquirer Douglas & Lomason Co
-------- --------------------
<S> <C>
Date Announced 05/04/95
Completed/Pending ("C"/"P") C
Offering Price/Share (Unit) $12.75
Total Value (mil.) $44.0
Stock Premium: Prior Periods
- ----------------------------
1 Day (%) 22.0%
1 Week (%) 18.6%
4 Weeks (%) 27.5%
Offer Price Per Share (Unit) $12.75
- ----------------------------
to Book Value 3.0x
to EPS 10.8x
Stock Price 4 Weeks Prior $10.00
- -------------------------
to Book Value 2.4x
to EPS 8.5x
Total Equity Value (mil.) $44.0
- -------------------------
to Net Income 10.9x
Long-Term Debt to
Stockholder's Equity -
Total Liabilities to
Stockholder's Equity 0.5x
Stockholders' Equity
as a % of Total Assets 67.6%
Total Enterprise Value (mil.) $44.7
- -----------------------------
to Sales 0.7x
to Cash Flow (EBITDA) 5.8x
to Operating Income 6.4x
</TABLE>
(1) Data provided by Securities Data Company, Inc. Eighteen transactions were
identified for the period 1/1/94 to 10/3/95 in the total value range of
$10 to $50 million.
ROBERT A. INNAMORATI & CO. October 13, 1995
<PAGE> 21
FORUM RETIREMENT PARTNERS, L.P.
PROPOSED ACQUISITION PRICE VS. HISTORIC TRADING PRICES
FRP Prosposed Acquisition Price/Unit: $2.83
<TABLE>
<CAPTION>
Date prior to
Historical Information Offer Premium September 25, 1995 FRP Price Offer Premium
- ---------------------- ------------- ------------------ --------- -------------
<S> <C> <C> <C> <C>
FRP Price over 24 Months(1) High: -1.6% 1 Day $2.00 +41.5%
(9/25/93 - 9/25/95) 1 Week $1.88 +50.9%
Low: +61.7% 4 Weeks $2.00 +41.5%
6 Weeks $2.06 +37.2%
</TABLE>
<TABLE>
<CAPTION>
Selected Ratios (2) FRP @ Proposed Acquisition Price
- ------------------- --------------------------------
<S> <C>
Price to Book ($2.50/unit): 113.2%
Price to EBITDA ($0.60/unit): 471.7%
Price to Revenues ($3.22/unit) 87.9%
</TABLE>
<TABLE>
<CAPTION>
1992 1993 1994 1995E 1996E
---- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C>
Cash Distributions/Unit $0.00 $0.00 $0.00 $0.00 $0.00
Current Yield Based on
Acquisition Price ($2.83) 0.0% 0.0% 0.0% 0.0% 0.0%
</TABLE>
(1) Based on closing prices
(2) Based on last 12 months data available at 6/30/95.
ROBERT A. INNAMORATI & CO. October 13, 1995
