<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 13)
Under the Securities Exchange Act of 1934
Forum Group, Inc.
-----------------
(Name of Issuer)
Common Stock, Without Par Value
-------------------------------
(Title of Class of Securities)
349841304
--------------
(CUSIP Number)
Forum Holdings, L.P.
4200 Texas Commerce Tower West
2200 Ross Ave.
Dallas, Texas 75201
Attention: Robert A. Whitman
(214) 220-4900
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Robert A. Profusek, Esq.
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York
(212) 326-3939
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 this statement [ ].
Page 1 of 17
Index to Exhibits on Page 14
<PAGE>
SCHEDULE 13D
CUSIP NO. 349841304 PAGE 2 OF 17 PAGES
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forum Holdings, 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
Texas
7 SOLE VOTING POWER
0
NUMBERS OF
SHARES 8 SHARED VOTING POWER
BENEFICIAL 18,856,406
LY OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,428,203
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,856,406
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.3%
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 349841304 PAGE 3 OF 17 PAGES
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HRP Management II, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [_]
b [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
0
NUMBERS OF
SHARES 8 SHARED VOTING POWER
BENEFICIAL 18,856,406
LY OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,428,203
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,856,406
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.3%
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 349841304 PAGE 4 OF 17 PAGES
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HH Genpar Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [_]
b [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
0
NUMBERS OF
SHARES 8 SHARED VOTING POWER
BENEFICIAL 18,856,406
LY OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,428,203
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,856,406
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.3%
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 349841304 PAGE 5 OF 17 PAGES
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hampstead Associates, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [_]
b [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
0
NUMBERS OF
SHARES 8 SHARED VOTING POWER
BENEFICIAL 18,856,406
LY OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,428,203
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,856,406
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.3%
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 349841304 PAGE 6 OF 17 PAGES
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RAW Genpar, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [_]
b [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
0
NUMBERS OF
SHARES 8 SHARED VOTING POWER
BENEFICIAL 18,856,406
LY OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,428,203
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,856,406
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.3%
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 349841304 PAGE 7 OF 17 PAGES
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
InCap, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [_]
b [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
0
NUMBERS OF
SHARES 8 SHARED VOTING POWER
BENEFICIAL 18,856,406
LY OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,428,203
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,856,406
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.3%
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 13 amends and supplements the Statement on Schedule 13D
filed on February 11, 1993 (as heretofore amended and supplemented, the
"Schedule 13D"), by Forum Holdings, L.P., a Texas limited partnership, and
Investors Genpar, Inc., a Delaware corporation. Capitalized terms used herein
which are not otherwise defined herein 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, Forum Holdings and AFG 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, Forum Holdings individually agreed to
purchase 658,356 shares for $4,690,786.50 in the aggregate, or $7.125 per
share. The funds required by Forum Holdings for the transaction were
obtained from working capital of Forum Holdings. Pursuant to the January
Purchase Agreement, AFG 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 at the end of the second
paragraph thereof:
Forum Holdings' 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 could 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.
Forum Holdings has previously been informed that 4,984 shares of
Common Stock have been issued pursuant to the Plan of Reorganization since
the closing of Forum Holdings' initial investment in shares of Common
Stock. As a result of the issuance of such shares, Forum Holdings and AFG
are each presently entitled to purchase 2,880 shares of Common Stock for
nominal consideration upon exercise of the Investor Warrants. Forum
Holdings has also been informed that immediately following transactions
contemplated by the January Purchase Agreement, AFG beneficially owned
9,428,203
8
<PAGE>
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) 74,804 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, Forum Holdings 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) 275,269 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. 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 Forum Holdings. As a result of the Shareholders' Agreement, Forum
Holdings 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 Forum Holdings and AFG 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 the 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 AFG for information regarding AFG 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
Forum Holdings and AFG. 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 transactions
in shares of Common Stock during the preceding 60 days.
9
<PAGE>
Item 6. 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.
10
<PAGE>
SIGNATURES
After reasonable 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 and agrees that this statement may be filed collectively
with HRP Management II, Ltd., HH Genpar Partners, Hampstead Associates, Inc.,
RAW Genpar, Inc. and InCap, Inc.
Dated: January 10, 1995.
FORUM HOLDINGS, L.P.
By: /s/ Troy B. Lewis
-----------------------
Troy B. Lewis,
Attorney-in-Fact*
After reasonable 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 and agrees that this statement may be filed
collectively with Forum Holdings, L.P., HH Genpar Partners, Hampstead
Associates, Inc., RAW Genpar, Inc. and InCap, Inc.
Dated: January 10, 1995.
HRP MANAGEMENT II, LTD.
By: /s/ Troy B. Lewis
----------------------
Troy B. Lewis,
Attorney-in-Fact**
________________
* Pursuant to a Power of Attorney executed on behalf of Forum Holdings, L.P.
and filed previously as Exhibit 12 hereto.
** Pursuant to a Power of Attorney executed on behalf of HRP Management II,
Ltd. and filed previously as Exhibit 12 hereto.
11
<PAGE>
After reasonable 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 and agrees that this statement may be filed
collectively with Forum Holdings, L.P., HRP Management II, Ltd., Hampstead
Associates, Inc., RAW Genpar, Inc. and InCap, Inc.
Dated: January 10, 1995.
HH GENPAR PARTNERS
By: /s/ Troy B. Lewis
-----------------
Troy B. Lewis,
Attorney-in-Fact*
After reasonable 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 and agrees that this statement may be filed
collectively with Forum Holdings, L.P., HRP Management II, Ltd., HH Genpar
Partners, RAW Genpar, Inc. and InCap, Inc.
Dated: January 10, 1995.
HAMPSTEAD ASSOCIATES, INC.
By: /s/ Troy B. Lewis
-----------------
Troy B. Lewis,
Attorney-in-Fact**
_________________
* Pursuant to a Power of Attorney executed on behalf of HH Genpar Partners
and filed previously as Exhibit 12 hereto.
** Pursuant to a Power of Attorney executed on behalf of Hampstead Associates,
Inc. and filed previously as Exhibit 12 hereto.
12
<PAGE>
After reasonable 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 and agrees that this statement may be filed
collectively with Forum Holdings, L.P., HRP Management II, Ltd., HH Genpar
Partners, Hampstead Associates, Inc. and InCap, Inc.
Dated: January 10, 1995.
RAW GENPAR, INC.
By: /s/ Troy B. Lewis
-----------------
Troy B. Lewis,
Attorney-in-Fact*
After reasonable 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 and agrees that this statement may be filed
collectively with Forum Holdings, L.P., HRP Management II, Ltd., HH Genpar
Partners, Hampstead Associates, Inc. and RAW Genpar, Inc.
Dated: January 10, 1995.
INCAP, INC.
By: /s/ Troy B. Lewis
------------------
Troy B. Lewis,
Attorney-in-Fact**
________________
* Pursuant to a Power of Attorney executed on behalf of RAW Genpar, Inc. and
filed previously as Exhibit 12 hereto.
** Pursuant to a Power of Attorney executed on behalf of InCap, Inc. and filed
previously as Exhibit 12 hereto.
13
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Pagination
by Sequential
Numbering
Exhibit Description System
- ------- ------------------------------- -------------
<C> <S> <C>
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 15
</TABLE>
_______________
* Previously filed.
14
<PAGE>
EXHIBIT 17
----------
JANUARY PURCHASE AGREEMENT
15
<PAGE>
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.
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
<PAGE>
Superintendent of Insurance
of the State of New York
January 9, 1995
Page 2
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 Purchasers' 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
-----------------------
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
----------------------------------
Asst. Special Deputy Superintendent
