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)
(Final Amendment)
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 Final Amendment (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 5 Item 5
Item 10 Item 6
Item 17(d) *
________________
* The information required by this Item is not
required to be included in the Schedule 14D-1.
-2-
<PAGE>
Item 5. Plans or Proposals of the Issuer or Affiliate
Item 5 of the Schedule 13E-3 is hereby supplemented and amended by adding
the following:
The answer to Item 5 of the Final Amendment to the Schedule 14D-1 is
incorporated hereby by reference.
Item 10. Interest in Securities of the Issuer
Item 10 of the Schedule 13E-3 is hereby supplemented and amended by adding
the following:
(a)-(b)The answer to Item 6 of the Final Amendment to the Schedule 14D-1
is incorporated herein by reference. On December 4, 1995, the Purchaser issued
a press release (the "Press Release") in connection with the expiration of the
Offer. A copy of the Press Release is filed as Exhibit (a)(15) to the Final
Amendment to the Schedule 14D-1 and as Exhibit (d)(17) hereto and 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)(17)Text of Press Release issued by the Purchaser on December 4, 1995.
-3-
<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: December 4, 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>
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: December 4, 1995
FORUM RETIREMENT, INC.
By Richard A. Huber
-----------------------------
Richard A. Huber,
Secretary
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibits Page
- -------- --------
(d)(7) Text of Press Release issued by the Purchaser on
December 4, 1995 . . . . . . . . . . . . . . . 7
-6-
Exhibit (d)(17)
---------------
For Information Contact: FOR IMMEDIATE RELEASE
Dennis Lehman
Chief Financial Officer
(703) 277-7036 NASDAQ Small Cap:FOUR
FORUM GROUP COMPLETES TENDER OFFER FOR FORUM
RETIREMENT PARTNERS UNITS
Fairfax, Virginia, December 4, 1995 -- Forum Group, Inc. announced today
the completion 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 expired at
midnight on Friday, December 1, 1995. As of such time, 2,607,521 units
(approximately 44.5% of the outstanding units not already owned by Forum Group)
had been tendered pursuant to the tender offer and not withdrawn. As a result
of the tender offer, Forum Group now beneficially owns approximately 78.7% of
the total number of outstanding units.
Forum Group, Inc. is a Washington, D.C. area-based national owner and
operator of private senior living communities (which include independent
apartment living, assisted living, nursing and healthcare related services) and
assisted living facilities.
###
-7-
