SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 6)
Under the Securities Exchange Act of 1934
Forum Retirement Partners, L.P.
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(Name of Issuer)
Partnership Preferred Depositary Units
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(Title of Class of Securities)
349 851 105
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(CUSIP Number)
Forum Group, Inc.
11320 Random Hills Road, Suite 400
Fairfax, Virginia 22070
Attention: Mark L. Pacala
(703) 277-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 22, 1995
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(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 7 Pages
Index to Exhibits on Page 5
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This Amendment No. 6 amends and supplements the Statement on
Schedule 13D filed on August 24, 1993 (as heretofore amended and
supplemented, the "Schedule 13D"), by Forum Group, Inc., an
Indiana corporation. Capitalized terms used herein not otherwise
defined have the respective meanings ascribed to them in the
Schedule 13D.
Item 4. Purpose of Transaction.
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Item 4 is hereby amended by adding the following at the end
thereof:
On September 25, 1995, FGI issued a press release
publicly announcing its decision to commence a tender offer
to purchase the outstanding Units not owned by FGI at $2.50
per Unit. The full text of the press release is filed as
Exhibit 10 hereto and incorporated herein by this reference.
Item 7. Materials to be Filed as Exhibits.
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Exhibit 10 Press Release issued on September 25, 1995
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SIGNATURE
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 jointly with Forum A/H, Inc.
Dated: September 25, 1995
FORUM GROUP, INC.
By:/s/ Troy B. Lewis
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Troy B. Lewis,
Attorney-in-fact*
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* Pursuant to a Power of Attorney executed on behalf of FGI and
previously filed as Exhibit 7 to the Schedule 13D.
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<PAGE>
SIGNATURE
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 jointly with Forum Group, Inc.
Dated: September 25, 1995
FORUM A/H, INC.
By:/s/ Troy B. Lewis
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Troy B. Lewis,
Attorney-in-fact*
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* Pursuant to a Power of Attorney executed on behalf of Forum
A/H and previously filed as Exhibit 7 to the Schedule 13D.
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<PAGE>
INDEX TO EXHIBITS
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Sequential
Exhibit Description Page Number
------- ----------- -----------
10 Press Release issued on 6
September 25, 1995
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<PAGE>
FOR IMMEDIATE RELEASE
For Information Contact:
Dennis Lehman, CFO
(703) 277-7036
FORUM GROUP ANNOUNCES $2.50 TENDER OFFER FOR FORUM
RETIREMENT PARTNERS UNITS
Fairfax, Virginia, September 25, 1995 - Forum Group, Inc.
(NASDAQ Small Cap: FOUR) announced today that on Friday,
September 22, 1995, it delivered a letter to the members of the
Board of Directors of Forum Retirement, Inc., the general partner
of Forum Retirement Partners, L.P. (AMEX: FRL), advising them of
FGI's decision to commence an offer to purchase the FRP limited
partners' interests not owned by FGI at $2.50 per unit. The body
of the letter was as follows:
"We are pleased to advise you that Forum
Group, Inc. has decided to initiate a tender
offer to acquire, subject to certain
conditions, preferred depositary units
representing limited partners' interests in
Forum Retirement Partners, L.P. at $2.50 per
unit, net to the seller in cash. The
decision was made at a meeting of the
Executive Committee of FGI's Board of
Directors earlier this evening. We expect to
make a public announcement with respect
thereto prior to the commencement of trading
on Monday, September 25th, and will furnish
your counsel the formal tender offer
documentation as soon as reasonably possible.
Assuming that the tender offer is publicly
announced on September 25, 1995, it would be
required to be formally commenced by not
later than October 2, 1995. In the event
that the tender offer were commenced on that
date, the expiration date would be
October 31, 1995 and the Schedule 14D-9 would
be required to be filed on October 17, 1995.
We believe that the $2.50 per unit tender
offer price is fair to unitholders who desire
liquidity. The $2.50 per unit price
represents a 29% premium over the closing
sales price for units on the AMEX yesterday
and a 26% premium to the average closing
sales price for units on the AMEX over the 30
calendar days. Finally, while the tender
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offer permits unitholders who desire
liquidity to sell their units at a
substantial premium to market prices, it will
also permit unitholders who wish to maintain
all or a portion of their investment in FRP
to do so. Accordingly, we trust that you
will decide to support the tender offer.
We are, of course, available to discuss any
aspect of our tender offer with you at your
convenience."
Forum Group presently owns approximately 61.7% of the total
number of units outstanding.
The tender offer will be made pursuant to an offer to
purchase and related documentation, which are expected to be
mailed to unitholders shortly.
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