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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
FORUM GROUP, INC.
_______________________________________________________________________________
(Name of Issuer)
COMMON STOCK
_______________________________________________________________________________
(Title of Class of Securities)
349841304
(CUSIP Number)
JOHN F. HARTIGAN, ESQ. MORGAN, LEWIS & BOCKIUS
801 SOUTH GRAND AVENUE, LOS ANGELES, CA 90017
(213) 612-2500
_______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
JANUARY 9, 1995
_______________________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing 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 of 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).
Exhibit Index is located on page 7.
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SCHEDULE 13D
CUSIP No. 349841304
_________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APOLLO FG PARTNERS, L.P.
___________________________________________________________________________
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(d) or (e) / /
___________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
___________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0 SHARES OF COMMON STOCK
______________________________________________________________
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 18,856,406 SHARES OF COMMON STOCK
EACH ______________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 9,428,203 SHARES OF COMMON STOCK
WITH ______________________________________________________________
10 SHARED DISPOSITIVE POWER
0 SHARES OF COMMON STOCK
___________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,856,406 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)
81.3%
__________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
I.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
__________________________________________________________________________
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STATEMENT PURSUANT TO RULE 13d-1
OF THE GENERAL RULES AND REGULATIONS
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
This statement is being filed on behalf of Apollo FG Partners,
L.P. ("AFG"). This Amendment No. 8 supplements and amends the Statement on
Schedule 13D filed on December 21, 1994 (as heretofore amended and
supplemented, the "Schedule 13D"). Capitalized terms used herein which are
not otherwise defined are so used with the respective meanings ascribed to
them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Item 3 is hereby amended by adding the following immediately
prior to the last paragraph thereof:
On January 9, 1995, AFG and Forum Holdings entered into an
agreement (the "January Purchase Agreement") to purchase an
aggregate of 1,316,712 shares of Common Stock in a privately
negotiated transaction. Pursuant to the January Purchase
Agreement, AFG individually agreed to purchase 658,356 shares for
$4,690,786.50 in the aggregate, or $7.125 per share. The funds
required by AFG for the transaction were obtained from working
capital of AFG. Pursuant to the January Purchase Agreement,
Forum Holdings agreed to purchase the other 658,356 shares of
Common Stock.
Item 4. Purpose of Transaction.
----------------------
Item 4 is hereby amended by adding the following immediately
prior to the last paragraph thereof:
AFG's principal purpose for the purchase of shares of Common
Stock pursuant to the January Purchase Agreement was to take
advantage of what it perceived as an attractive investment
opportunity pursuant to which it would be able to increase its
equity interest in the Company.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 is hereby amended and restated in its entirety as follows:
The responses to Items 3, 4 and 6 are incorporated herein by
this reference.
AFG has previously been informed that 4,984 shares of Common
Stock have been issued pursuant to the Plan of Reorganization
since the closing of AFG's initial investment in shares of Common
Stock. As a result of the issuance of such shares, AFG and Forum
Holdings are each presently entitled to purchase 2,880 shares of
Common Stock for nominal consideration upon exercise of the
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Investor Warrants. AFG has also been informed that immediately
following transactions contemplated by the January Purchase
Agreement, Forum Holdings beneficially owned 9,428,203 shares of
Common Stock (including (i) 2,880 shares presently purchasable
upon exercise of Investor Warrants, (ii) 275,268 shares presently
purchasable upon exercise of Warrants, and (iii) 74,803 shares
presently purchasable upon exercise of Special Warrants), or
40.6% of the total number of shares of Common Stock then
outstanding. Immediately following such transactions, AFG was
the direct beneficial owner of 9,428,203 shares of Common Stock
(including (i) 2,880 shares presently purchasable upon exercise
of the Investor Warrant, (ii) 275,268 shares presently
purchasable upon exercise of Warrants, and (iii) 74,804 shares
presently purchasable upon exercise of Special Warrants), or
40.6% of the total number of shares of Common Stock then
outstanding. By reason of the relationships described in Item 2
above, each of the Reporting Persons may be deemed to be the
beneficial owners of all such shares beneficially owned by AFG.
As a result of the Shareholders' Agreement, AFG and each of the
other Reporting Persons may be deemed to be the beneficial owner
of all of the 18,856,406 shares of Common Stock beneficially
owned by AFG and Forum Holdings in the aggregate following the
transactions contemplated by the Warrant Purchase Agreement, or
81.3% of the total number of shares of Common Stock then
outstanding. The foregoing percentages are based upon 23,206,013
shares of Common Stock outstanding (which number includes (i) the
5,760 shares presently issuable upon exercise of Investor
Warrants, (ii) the 550,537 shares presently issuable upon
exercise of Warrants, and (iii) the 149,607 shares presently
issuable upon exercise of Special Warrants). (Reference is made
to such statements on Schedule 13D as have been or may be filed
with the Securities and Exchange Commission by Forum Holdings for
information regarding Forum Holdings and its ownership of shares
of Common Stock.)
As a result of provisions of the Shareholders' Agreement
described in Item 6, the Reporting Persons may be deemed to have
shared power to vote or direct the vote of all of the 18,856,406
shares of Common Stock owned by AFG and Forum Holdings. The
Reporting Persons have sole power to dispose or direct the
disposition of 9,428,203 shares of Common Stock.
Except as otherwise disclosed in this Statement, as amended
and supplemented, the Reporting Persons disclaim beneficial
ownership of any shares of Common Stock issuable upon exercise of
any Investor Warrants, Warrants or Special Warrants.
Except as otherwise disclosed in this Statement, as amended
and supplemented, none of the Reporting Persons has effected any
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transactions in shares of Common Stock during the preceding 60
days.
Item 7. Material to be filed as Exhibits.
--------------------------------
Exhibit 1 Stock Purchase Agreement*
Exhibit 2 Agreement in Principle*
Exhibit 3 April 13th Letter Agreement*
Exhibit 4 April 18th Letter Agreement*
Exhibit 5 Acquisition Agreement*
Exhibit 6 June 4th Ruling*
Exhibit 7 June 6th Agreement*
Exhibit 8 June 14th Agreement*
Exhibit 9 Forum Holdings Warrant*
Exhibit 10 Registration Rights Agreement*
Exhibit 11 Shareholders' Agreement*
Exhibit 12 Powers of Attorney*
Exhibit 13 October Stock Purchase Agreement*
Exhibit 14 Purchase Agreement and Waiver with Healthcare*
Exhibit 15 Warrant Purchase Agreement*
Exhibit 16 Warrant Agreement (incorporated by reference to
Exhibit 4(3) to the Company's Form 10-K Annual
Report for the fiscal year ended March 31,
1993)
Exhibit 17 January Purchase Agreement
____________________
* Previously filed.
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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 10, 1995
APOLLO FG PARTNERS, L.P.
By: APOLLO INVESTMENT FUND, L.P.,
Its General Partner
By: APOLLO ADVISORS, L.P.,
Its Managing General Partner
By: APOLLO CAPITAL MANAGEMENT, INC.,
Its General Partner
By: /s/ Michael D. Weiner
Title: Vice President
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EXHIBIT INDEX
Pagination
by Sequential
Exhibit No. Description Numbering System
----------- ----------- ----------------
1 Stock Purchase Agreement *
2 Agreement in Principle *
3 April 13th Letter Agreement *
4 April 18th Letter Agreement *
5 Acquisition Agreement *
6 June 4th Ruling *
7 June 6th Agreement *
8 June 14th Agreement *
9 Forum Holdings Warrant *
10 Registration Rights Agreement *
11 Shareholders' Agreement *
12 Powers of Attorney *
13 October Stock Purchase Agreement *
14 Purchase Agreement and Waiver with Healthcare *
15 Warrant Purchase Agreement *
16 Warrant Agreement N/A
(incorporated by reference to Exhibit 4(3)
to the Company's Form 10-K Annual Report
for the fiscal year ended March 31, 1993)
17 January Purchase Agreement 8
____________________
* Previously filed.
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FORUM HOLDINGS, L.P. APOLLO FG PARTNERS, L.P.
4200 Texas Commerce Tower West 1999 Avenue of the Stars
2200 Ross Avenue Suite 1900
Dallas, Texas 75201 Los Angeles, California 90067
(214) 220-4900 (310) 201-4100
January 9, 1995
Superintendent of Insurance
of the State of New York
As Rehabilitator of Executive Life
Insurance Company of New York
123 William Street
New York, New York 10038
Ladies and Gentlemen:
This letter confirms our understanding with respect to
the purchase by Forum Holdings, L.P. ("Holdings") and Apollo FG
Partners, L.P. ("Apollo" and, collectively with Holdings,
"Purchasers") from you, as Rehabilitator of Executive Life
Insurance Company of New York ("Seller"), of 1,316,712 shares of
common stock, without par value, of Forum Group, Inc. ("Forum")
presently owned by Seller (the "Shares").
1. Seller will sell to Holdings, and Holdings will
purchase from Seller, 658,356 Shares for a purchase price equal
to $4,690,786.50 in the aggregate, or $7.125 per Share.
2. Seller will sell to Apollo, and Apollo will
purchase from Seller, 658,356 Shares for a purchase price equal
to $4,690,786.50 in the aggregate, or $7.125 per Share.
3. Each of the purchase and sale transactions
contemplated hereby will be effected in a manner mutually
acceptable to Purchasers and Seller on the date hereof or as
promptly as practicable hereafter based on customary practices
for the purchase and sale of securities.
4. Each Purchaser represents that it is purchasing the
respective portion of the Shares being purchased hereunder by it
for its own account and for investment purposes and not with a
view to resale or other distribution thereof in violation of
federal or state securities laws.
5. Seller represents that the Shares are freely
tradable in the hands of Seller and are not "restricted
securities" as such term is defined in Rule 144 promulgated under
the Securities Act of 1933, as amended.
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Superintendent of Insurance
of the State of New York
January 9, 1995
Page 2
6. Each of Purchasers and Seller (i) represents that
it has such general knowledge and experience in financial and
business matters that it is capable of evaluating the risks and
merits of an investment in the Shares and (ii) acknowledges that
it has either been supplied with or has had access to information
concerning Forum and its business as it has deemed appropriate in
connection with the transactions contemplated hereby.
We are pleased that we have been able to reach a
mutually satisfactory arrangement with respect to Purchaser's
acquisition of the Shares. Please confirm that the foregoing is
in accordance with your understanding by signing and returning to
us the enclosed duplicate of this letter, which shall thereupon
constitute a binding agreement among Purchasers and Seller.
Very truly yours,
FORUM HOLDINGS, L.P.
By: HRP Management II, Ltd.,
its General Partner
By: HH Genpar Partners,
its General Partner
By: Hampstead Associates, Inc.,
its Managing General Partner
By: /s/ Daniel A. Decker
Name: Daniel A. Decker
Title: Executive Vice President
APOLLO FG PARTNERS, L.P.
By: Apollo Investment Fund, L.P.,
its General Partner
By: Apollo Capital Management,
Inc., its General Partner
By: /s/ Michael D. Weiner
Name: Michael D. Weiner
Title: Vice President
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Superintendent of Insurance
of the State of New York
January 5, 1995
Page 3
ACCEPTED AND AGREED TO:
SUPERINTENDENT OF INSURANCE
OF THE STATE OF NEW YORK,
AS REHABILITATOR OF
EXECUTIVE LIFE INSURANCE
COMPANY OF NEW YORK
By: /s/ Richard S. Karpin
