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. 4)
FORUM RETIREMENT PARTNERS, L.P.
(Name of Issuer)
FORUM GROUP, INC.
FORUM RETIREMENT, 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 1 of 7 Pages
Exhibit Index on Page 6
<PAGE>
This Amendment No. 4 (this "Amendment") supplements and amends the Rule
13E-3 Transaction Statement, as previously supplemented and 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"), 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 constitute the "Offer").
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
Where located in
Item in Schedule 13E-3 Schedule 14D-1
---------------------- -----------------
Item 16 Item 10
Item 17(d) *
________________
* The information required by this Item is not required to be
included in the Schedule 14D-1.
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<PAGE>
Item 16. Additional Information
Item 16 of the Schedule 13E-3 is hereby supplemented and amended by adding
the following:
The answer to Item 10 of Amendment No. 3 to the Schedule 14D-1 is
incorporated herein by reference. 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) to Amendment
No. 3 to the Schedule 14D-1 and as Exhibit (d)(14) hereto, and, pursuant to
General Instruction D to Schedule 13E-3, the information set forth in the Press
Release is incorporated herein by reference.
Item 17. Material to be Filed as Exhibits.
Item 17 of the Schedule 13E-3 is hereby supplemented and amended by adding
the following:
(d)(14)Text of Press Release issued by the Purchaser on November 13, 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: 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
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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: November 13, 1995
FORUM RETIREMENT, INC.
By /s/ Richard A. Huber
------------------------------------
Richard A. Huber,
Secretary
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<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibits Page
-------- --------------
(d)(14) Text of Press Release issued by the Purchaser on
November 13, 1995 . . . . . . . . . . . . . . 7
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Exhibit (d)(14)
---------------
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.
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