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. 5)
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 10 Pages
Exhibit Index on Page 6
<PAGE>
This Amendment No. 5 (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. (the "Partnership"), 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.
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 14 *
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 14.Financial Information
Item 14 of the Schedule 13E-3 is hereby supplemented and amended by adding
the following:
On November 14, 1995, the Partnership filed its Quarterly Report on Form
10-Q for the quarter ended September 30, 1995 (the "1995 Third Quarter Form 10-
Q") with the Securities and Exchange Commission (the "Commission"). The
following summary consolidated financial information relating to the Partnership
has been taken or derived from the unaudited interim consolidated financial
statements in the 1995 Third Quarter Form 10-Q. A copy of the unaudited interim
consolidated financial statements of the Partnership contained in the 1995 Third
Quarter Form 10-Q is filed as Exhibit (g)(12) hereto, and, pursuant to General
Instruction D to Schedule 13E-3, such unaudited interim consolidated financial
statements are incorporated herein by reference. The 1995 Third Quarter Form
10-Q may be examined and copies may be obtained from the offices of the
Commission as described in "Certain Information Concerning the Partnership --
General" in the Offer to Purchase.
FORUM RETIREMENT PARTNERS, L.P.
SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION
(Dollars in thousands, except per Unit amounts and ratios)
Nine Months ended September 30,
-------------------------------
1995 1994
-------------- -----------
Income Statement Data:
Total revenues . . . . . . . . . . . . .. $37,098 $34,855
Net income . . . . . . . . . . . . . . .. 183 301
Net income per Unit (a) . . . . . . . . .. 0.01 0.02
Ratio of earnings to fixed charges (b) .. 1.05% 1.07%
At September 30, 1995
---------------------
Balance Sheet Data:
Total assets . . . . . . . . . . . . . .. $111,027
Long-term debt (c) . . . . . . . . . . .. 49,247
Total partners' equity . . . . . . . . .. 38,794
Net book value per Unit (a) . . . . . . .. 2.54
- ------------------------
(a) Per Unit data is based on 15,285,000 Units outstanding.
(b) For purposes of calculating this ratio, earnings includes income before
fixed charges, and fixed charges includes interest expense.
(c) Includes current portion of long-term debt.
Item 17. Material to be Filed as Exhibits.
Item 17 of the Schedule 13E-3 is hereby supplemented and amended by adding
the following:
<TABLE>
<S> <C>
(d)(15) Letter, dated November 14, 1995, from the Purchaser to Unitholders
(including the text of the press release issued by the Partnership on
November 13, 1995 enclosed therewith).
(d)(16) Text of mailgram, dated November 14, 1995, from the Purchaser to
Unitholders.
(g)(12) Unaudited Interim Consolidated Financial Statements of the Partnership
contained in the 1995 Third Quarter Form 10-Q (incorporated by reference
to pages 3 through 9 of the 1995 Third Quarter Form 10-Q filed with the
Commission on November 14, 1995).
</TABLE>
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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 14, 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
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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 14, 1995
FORUM RETIREMENT, INC.
By Richard A. Huber
------------------------------------
Richard A. Huber,
Secretary
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<PAGE>
INDEX TO EXHIBITS
<TABLE><CAPTION>
Sequentially
Numbered
Exhibits Page
- -------- ------------
<S> <C> <C>
(d)(15) Letter, dated November 14, 1995, from the Purchaser to Unitholders (including
the text of the press release issued by the Partnership on November 13, 1995
enclosed therewith) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(d)(16) Text of mailgram, dated November 14, 1995, from the Purchaser to
Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(g)(12) Unaudited Interim Consolidated Financial Statements of the Partnership
contained in the 1995 Third Quarter Form 10-Q (incorporated by reference to
pages 3 through 9 of the 1995 Third Quarter Form 10-Q filed with the
Commission on November 14, 1995) . . . . . . . . . . . . . . . . . . . . . . N/A
</TABLE>
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Exhibit (d)(15)
---------------
FORUM GROUP, INC.
11320 RANDOM HILLS ROAD, SUITE 400
FAIRFAX, VIRGINIA 22030
703-277-7000
Re: $2.83 Per Unit Cash Tender Offer for Any and
All Units of Forum Retirement Partners, L.P.
---------------------------------------------
November 14, 1995
Dear Unitholder:
As previously announced, Forum Group, Inc.'s offer to purchase any and
all outstanding preferred depositary units representing preferred limited
partners' interest in Forum Retirement Partners, L.P. at $2.83 per unit has
been extended. The tender offer and withdrawal rights will now expire at
12:00 Midnight, New York City time, on Friday, December 1, 1995.
The tender offer was extended in order to give unitholders additional time
to tender their units if they desire to do so. As of the close of business on
November 10, 1995, 2,261,746 units had been validly tendered, which when added
to the units already beneficially owned by Forum Group aggregate approximately
76.5% of the total units outstanding.
The Board of Directors of the general partner of Forum Retirement Partners,
L.P. (with the director affiliated with Forum Group abstaining), based upon the
unanimous recommendation of a special committee comprised of the independent
members of the Board of Directors, has determined that the tender offer is fair
to unitholders (other than Forum Group and its affiliates) and recommends that
such unitholders accept the offer and tender all of their units pursuant to the
tender offer.
The $2.83 per unit offer price will enable unitholders to realize a premium
of approximately 42% over the closing sale price per unit on the American Stock
Exchange on September 22, 1995, the last trading day prior to the press release
announcing that Forum Group would commence the tender offer. In addition,
unitholders who tender their units will not be obligated to pay brokerage fees
or commissions for the purchase by Forum Group of units pursuant to the tender
offer.
You should be aware that Forum Retirement Partners, L.P. recently announced
its third quarter financial results. In this regard, a copy of Forum Retirement
Partners, L.P.'s third quarter earnings release is enclosed herewith for your
information. In addition, Forum Retirement Partners, L.P. has filed with the
Securities and Exchange Commission its Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995, and copies thereof may be inspected or
obtained in the manner described in our Offer to Purchase.
The tender offer is being made pursuant to our Offer to Purchase dated
October 2, 1995, the Supplements thereto dated October 16, 1995 and November 1,
1995, and the related Letter of Transmittal, copies of which have been
previously mailed to unitholders. You are urged to read carefully these
materials, which together set forth the terms and conditions of the tender
offer, before determining whether to tender your units. If you desire additional
copies of the materials, please contact MacKenzie Partners, Inc., the
information agent for the tender offer, at (212) 929-5500 (call collect) or
(800) 322-2885 (toll free).
For the convenience of registered unitholders, another copy of the Letter
of Transmittal, which may be used by them to tender units, is enclosed. If your
units are held in the name of a brokerage firm or bank, you must contact your
broker or financial advisor to tender your units. Unitholders who have already
tendered their units need not complete another Letter of Transmittal or take any
additional action for their units to be tendered.
-7-
<PAGE>
Unitholders who wish to tender their units are urged to act promptly.
Any questions or requests for assistance or additional copies of the Offer
to Purchase, the Supplements thereto, the Letter of Transmittal, and other
related materials may be directed to MacKenzie Partners by telephone
at (212) 929-5500 (call collect) or (800) 322-2885 (toll free).
Very truly yours,
/s/ Mark L. Pacala
Mark L. Pacala
Chairman of the Board and
Chief Executive Officer
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<PAGE>
For Information Contact:
Dennis L. Lehman
Chief Financial Officer
(703) 277-7036 AMEX : FRL
FOR IMMEDIATE RELEASE
November 13, 1995, Fairfax, Virginia
FORUM RETIREMENT PARTNERS REPORTS THIRD QUARTER RESULTS
Forum Retirement Partners, L.P. (the "Partnership"), a Washington, D.C. area
- -based retirement community ("RC") master limited partnership, today announced
results of operations for the quarter and nine months ended September 30, 1995:
<TABLE><CAPTION>
Quarter Ended Nine Months Ended
September 30, September 30,
(in thousands) (in thousands)
------------------------------ ------------------------
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Total revenues $ 12,487 $12,094 $37,098 $34,855
Net income 24 196 183 301
Average number of units outstanding 15,285 15,285 15,285 15,285
Net income per limited partners unit $0.00 $0.01 $0.01 $0.02
</TABLE>
A Partnership spokesperson said, "The operating performance of the Partnership
was significantly ahead of the prior year for the nine months ended
September 30, 1995 after excluding the benefit of a favorable adjustment to
workers compensation insurance costs of $786,000 in 1994. Our operating
performance for the comparative three-month period was adversely effected by the
significant underperformance at one of our RC's which had an earnings decline of
$234,000 in the comparative quarter, principally due to declining occupancy. We
are aggressively implementing plans in an effort to increase occupancy and
enhance operating performance at this RC. Additionally, we are seeking to
devise ongoing profit improvement plans at many of our other RC's."
Forum Group, Inc. ("Forum Group"), the parent company of the Partnership's
General Partner, has commenced a $2.83 per unit cash tender offer to purchase
any and all outstanding preferred depositary units representing preferred
limited partners' interests in the Partnership not already beneficially owned by
Forum Group. Immediately prior to the commencement of the tender offer, Forum
Group beneficially owned approximately 61.7% of the outstanding units. The
tender offer has been extended, as previously announced today, and is currently
scheduled to expire at 12:00 Midnight, New York City time, on Friday,
December 1, 1995, unless the tender offer is further extended.
-9-
Exhibit (d)(16)
---------------
[Text of Mailgram]
Re: $2.83 Per Unit Cash Tender Offer for Any and
All Units of Forum Retirement Partners, L.P.
----------------------------------------------
November 14, 1995
Dear Unitholder:
We have been unsuccessful in our attempts to contact you by telephone
regarding our offer to purchase any and all outstanding preferred depositary
units representing preferred limited partners' interests of Forum Retirement
Partners, L.P. at $2.83 per unit.
As previously announced, the tender offer has been extended. The tender
offer and withdrawal rights will now expire at 12:00 Midnight, New York City
time, on Friday, December 1, 1995.
The tender offer was extended in order to give unitholders additional time
to tender their units if they desire to do so. As of the close of business on
November 10, 1995, 2,261,746 units had been validly tendered, which when added
to the units already beneficially owned by Forum Group aggregate approximately
76.5% of the total units outstanding.
The $2.83 per unit offer price will enable unitholders to realize a premium
of approximately 42% over the closing sale price per unit on the American Stock
Exchange on September 22, 1995, the last trading day prior to the press release
announcing that Forum Group would commence the tender offer. In addition,
unitholders who tender their units will not be obligated to pay brokerage fees
or commissions for the purchase by Forum Group of units pursuant to the tender
offer.
Within a few days, you will receive a letter regarding the extension of the
tender offer. For the convenience of registered holders, another copy of the
Letter of Transmittal, which may be used by them to tender units, will be
provided. If your units are held in the name of a brokerage firm or bank, you
must contact your broker or financial advisor to tender your units.
Unitholders who wish to tender their units are urged to act promptly.
Any questions or requests for assistance may be directed to MacKenzie
Partners, Inc., the information agent for the tender offer, by telephone at
(212) 929-5500 (call collect) or (800) 322-2885 (toll free).
Forum Group, Inc.
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