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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1(Amendment and Restatement))*
FORUM GROUP, INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
349841 30 4
(CUSIP Number)
Mindy C. Sircus, Esq.
Neal Gerber & Eisenberg
Two North LaSalle Street
Suite 2100
Chicago, Illinois 60602
(312) 269-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 12, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G toreport the acquisition which is the subject of this
Schedule 13D, and isfiling 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 on 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).
(continued on following pages)
Page 1 of 10 pages<PAGE>
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1. NAME OF REPORTING PERSON
Forum/Classic, 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 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7. SOLE VOTING POWER
OF 2,550,544 shares of Common Stock
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,550,544 shares of Common Stock
WITH
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,550,544 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)
11.3% (based on Forum Group, Inc.'s Quarterly Report
for the Quarter ended September 30, 1994).
14. TYPE OF REPORTING PERSON
PN
Page 2 of 10 pages<PAGE>
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IN ACCORDANCE WITH RULE 13D-2 UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, THIS AMENDMENT NO. 1 (AMENDMENT AND RESTATEMENT)
ON SCHEDULE 13D AMENDS AND RESTATES THE SCHEDULE 13D DATED APRIL 8,
1993 PREVIOUSLY FILED ON BEHALF OF THE REPORTING PERSON.
Item 1. Security and Issuer.
-------------------
This Statement on Schedule 13D relates to the common
stock, no par value ("Common Stock"), of Forum Group,
Inc., an Indiana corporation ("Forum Group"), which has
its principal executive offices at 8900 Keystone
Crossing, Suite 200, Indianapolis, Indiana 46240.
Item 2. Identity and Background.
-----------------------
This Statement is being filed by Forum/Classic,
L.P., a Delaware limited partnership (the "Partnership"),
the principal executive offices of which are located at
200 West Madison Street, 39th Floor, Chicago, Illinois
60606. The Partnership was formed on March 25, 1993 for
the purpose of, among other things, acquiring, holding,
selling, exchanging and/or otherwise dealing with shares
of Common Stock. The general partner of the Partnership
is Forum/Classic G.P. Co., a Delaware corporation (the
"General Partner"), the principal executive offices of
which are located at 200 West Madison Street, 39th Floor,
Chicago, Illinois 60606. The General Partner was
organized on March 25, 1993 for the purpose of acting as
the general partner of the Partnership. Certain
information regarding each executive officer and director
and the controlling persons of the General Partner is
included in Appendix A attached hereto and incorporated
herein by this reference.
Neither the Partnership nor, to the best knowledge
of the Partnership, any of the persons listed in Appendix
A hereto have, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party
to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violation with
respect to such laws.
Page 3 of 10 pages<PAGE>
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Item 3. Source and Amount of Funds or Other Consideration.
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On March 2, March 3 and March 8 of 1993, prior to
the organization of the Partnership, ANP Investors, L.P.,
a limited partnership ("ANP") which is a limited partner
in the Partnership, purchased a total of 113,000 shares
of Common Stock in the open market for an aggregate
purchase price of $310,750 (exclusive of commissions).
ANP used its working capital in effectuating such
purchases and subsequently contributed the purchased
shares of Common Stock to the Partnership as part of its
capital contribution.
On March 31, 1993, the Partnership purchased an
aggregate of 617,000 shares of Common Stock in a
privately negotiated transaction for an aggregate
purchase price of $2,159,500 (exclusive of commissions).
The Partnership used working capital derived from
Partnership capital contributions in purchasing such
shares of Common Stock.
On April 6, 1993, the Partnership purchased an
aggregate of 1,104,659 shares of Common Stock in a
privately negotiated transaction for an aggregate
purchase price of approximately $3,866,300 (exclusive of
commissions). The Partnership used working capital
derived from Partnership capital contributions in
purchasing such shares of Common Stock.
On April 6, 1994, pursuant to a subscription
offering made by Forum Group to certain of its
stockholders (the "Subscription Offering"), the
Partnership purchased 498,560 shares of Common Stock for
an aggregate purchase price of approximately $1,869,600
(exclusive of commissions). The Partnership used working
capital derived from Partnership capital contributions in
purchasing such shares of Common Stock.
On January 12, 1995, the Partnership purchased
217,325 shares of Common Stock in a privately negotiated
transaction for an aggregate purchase price of
approximately $1,548,441. The Partnership used working
capital derived from Partnership capital contributions in
purchasing such shares of Common Stock.
Page 4 of 10 pages<PAGE>
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Item 4. Purpose of Transaction.
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ANP originally acquired the 113,000 shares of Common
Stock for purposes of investment. As previously
reportedby the Partnership, it originally acquired the
113,000 shares contributed by ANP and the other 1,721,659
shares of Common Stock owned by it as of April 9, 1993
for purposes of seeking control of Forum Group. The
Board of Directors of Forum Group approved the
Partnership's acquisition of 10% or more of the voting
power of the outstanding voting shares of Forum Group
prior to the acquisition by the Partnership of the
617,000 shares of Common Stock on March 31, 1993.
By letter dated April 1, 1993, the Partnership and
Dalfort Corporation, a Nevada corporation affiliated with
the Partnership ("Dalfort"), presented an offer to Forum
Group to enter into certain transactions, which offer
Forum Group subsequently declined.
The Partnership acquired the 498,560 shares of
Common Stock on April 6, 1994 pursuant to the
Subscription Offering in order to avoid dilution.
The Partnership acquired the 217,325 shares of
Common Stock on January 12, 1995 for investment purposes.
The Partnership has no present plans or proposals
which relate to or would result in any of the actions
referred to in clauses (a) through (j) of Item 4 of
Schedule 13D. However, depending on market conditions,
the business and prospects of Forum Group and other
relevant factors, the Partnership may (i) purchase
additional shares of Common Stock on such terms and at
such times as they consider desirable, (ii) continue to
hold the shares of Common Stock reported herein or
(iii) dispose of all or a portion of such shares.
Item 5. Interest in Securities of the Issuer.
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(a) As of January 12, 1995, the Partnership
beneficially owned, 2,550,544 shares of Common
Stock or, to the best of its knowledge,
approximately 11.3% of the issued and outstanding
shares of Common Stock (based on Forum Group's
Quarterly Report for the Quarter Ended September
30, 1994).
Page 5 of 10 pages<PAGE>
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(b) The Partnership has the sole power to vote and the
sole power to dispose of all shares of Common Stock
owned by it.
(c) Of the 2,550,544 shares of Common Stock
beneficially owned by the Partnership:
(i) 113,000 of such shares were acquired by ANP, a
limited partner in the Partnership, in the
open market purchases described below. All of
such shares were contributed by ANP to the
Partnership as part of ANP's capital
contribution to the Partnership;
<TABLE>
Caption>
Price per Share
Number (Exclusive of
Trade Date of Shares Commissions)
---------- --------- ----------------
<S> <C> <C>
March 2, 1993 25,000 $2.75
March 3, 1993 35,000 $2.75
March 8, 1993 53,000 $2.75
</TABLE>
(ii) 1,721,659 of such shares were acquired by
the Partnership for $3.50 per share on March
31, 1993 and April 6, 1993 in privately
negotiated transactions;
(iii) 498,560 of such shares were acquired by the
Partnership for $3.75 per share on April 6,
1994 pursuant to the Subscription Offering;
and
(iv) 217,325 of such shares were acquired by the
Partnership for $7.13 per share on
January 12, 1995 in a privately negotiated
transaction.
During the past 60 days, neither the Partnership,
nor, to the best knowledge of the Partnership, any of the
persons identified in Appendix A hereof, have effected
any other transactions in the Common Stock.
Item 5(d). None.
Item 5(e). Not applicable.
Page 6 of 10 pages<PAGE>
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Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
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None.
Item 7. Material to be Filed as Exhibits.
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None.
Page 7 of 10 pages<PAGE>
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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: January 18, 1995.
FORUM/CLASSIC, L.P., a limited
partnership
By: FORUM/CLASSIC, G.P. CO.,
its general partner
By:/s/ Harold S. Handelsman
________________________
Harold S. Handelsman,
Secretary
Page 8 of 10 pages<PAGE>
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APPENDIX A
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The sole general partner of the Partnership is Forum/Classic
G.P. Co. ("General Partner"). By virtue of such position, General
Partner may be deemed the beneficial owner of the 2,550,545 shares
of Common Stock owned by the Partnership. General Partner is a
wholly owned subsidiary of HG, Inc., a Delaware corporation ("HG").
HG is a wholly owned subsidiary of HG Group, Inc., a Delaware
corporation ("HG Group"). HG Group is a wholly owned subsidiary of
H Group Holding, Inc., a Delaware corporation ("H Holding").
The names, business addresses and present principal
occupations or employment of each director and executive officer of
each General Partner, HG, HG Group and H Holding and the names and
principal businesses of any corporation or other organization in
which such employment is conducted is set forth below. Each of the
individuals named below is a United States citizen.
<TABLE>
<CAPTION>
Present Principal
Name and Business Address Occupation or Employment
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<S> <C>
Penny S. Pritzker President and Director of
200 West Madison Street General Partner; President and
Chicago, Illinois 60606 Director of Classic Residence
by Hyatt
John Kevin Poorman Vice President and Director of
200 West Madison General Partner; Executive Vice
Chicago, Illinois 60606 President and Director of
Classic Residence by Hyatt
Harold S. Handelsman Secretary and Director of
200 West Madison Street General Partner; Vice President
Chicago, Illinois 60606 and Secretary of each of HG, HG
Group and H Holding; Senior
Vice President, Secretary and
general counsel of Hyatt
Corporation, a diversified
company primarily engaged in
real estate and hotel
management activities
("Hyatt").
Page 9 of 10 pages<PAGE>
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Jay A. Pritzker Chairman of the Board, Director
200 West Madison Street and Treasurer of each of HG, HG
Chicago, Illinois 60606 Group and H Holding; Chairman
of the Board of Marmon
Holdings, Inc., a diversified
manufacturing and services
company ("Marmon Holdings");
Chairman of the Board of Hyatt.
Thomas J. Pritzker President and Director of each
200 West Madison Street of HG, HG Group and H Holding;
Chicago, Illinois 60606 President of Hyatt.
Robert A. Pritzker Director of each of HG and HG
225 W. Washington Street Group; President and Director of
Chicago, Illinois 60606 Marmon Holdings.
</TABLE>
Jay A. Pritzker and Marshall E. Eisenberg, not individually
but solely in their capacities as co-trustees of the P.G. Trusts
u/a/d 3/31/61, the beneficiaries of which are members of the
Pritzker family of Chicago, control H Holding by virtue of their
stock ownership. The term "Pritzker family" refers to the lineal
descendants of Nicholas J. Pritzker, deceased, and certain of their
current and former spouses.
Marshall E. Eisenberg is a partner in the law firm of Neal
Gerber & Eisenberg, and his business address is Two North LaSalle
Street, Suite 2200, Chicago, Illinois 60602. Mr. Eisenberg is a
United States citizen.
Page 10 of 10 pages
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