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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 2)
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
and
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 1)
FORUM GROUP, INC.
(Name of Subject Company)
FG ACQUISITION CORP.
MARRIOTT INTERNATIONAL, INC.
(Bidders)
Common Stock, Without Par Value
(Title of Class of Securities)
349841304
---------------
(CUSIP Number of Class of Securities)
Edward L. Bednarz, Esq. Copy to:
F.G. Acquisition Corp. Jeffrey J. Rosen, Esq.
Marriott International, Inc. O'Melveny & Myers
10400 Fernwood Road 555 13th Street, N.W., Suite 500W
Bethesda, Maryland 20817 Washington, D.C. 20004-1109
(301) 380-9555 (202) 383-5300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Bidders)
February 20 and 21, 1996
------------------------
Date of Event(s) which require filing Statement on Schedule 13D
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation/1/: $305,194,175 Amount of Filing Fee/2/: $61,039
- --------------------------------------------------------------------------------
/1/ For purposes of calculating the filing fee only. This calculation assumes
the purchase of (i) all outstanding shares of Common Stock of Forum Group,
Inc., (ii) all shares of Common Stock of Forum Group, Inc. issuable
pursuant to Stock Options vested as of February 15, 1996, and (iii) all
shares of Common Stock of Forum Group, Inc. issuable upon exercise of
outstanding warrants (other than warrants which are to be cancelled
pursuant to agreements with the holders thereof), in each case at $13.00
net per share in cash.
/2/ The amount of the filing fee, calculated in accordance with Rule 0-11(d) of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the aggregate value of cash offered by FG Acquisition Corp. for
such shares.
[X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM
OR SCHEDULE AND THE DATE OF ITS FILING.
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Amount previously paid: $61,039 Filing Party: FG Acquisition Corp.
Marriott International, Inc.
Form or registration no.: Schedule 14D-1 Date Filed: February 23, 1996
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(Page 1 of 6 pages)
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This Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1
and Amendment No. 1 to Schedule 13D (together with the Schedule 14D-1, the
"Schedule 14D-1") amends and supplements the Schedule 14D-1 of FG
Acquisition Corp., an Indiana corporation (the "Purchaser") and a wholly
owned indirect subsidiary of Marriott International, Inc., a Delaware
corporation ("Parent"), in respect of the tender offer (the "Offer") by the
Purchaser for all of the outstanding shares of Common Stock, without par
value (the "Shares"), of Forum Group, Inc. (the "Company"). The Offer is
being made pursuant to an Agreement and Plan of Merger dated as of February
15, 1996 by and among the Company, the Purchaser and Parent. The Schedule
14D-1 was initially filed with the Securities and Exchange Commission (the
"Commission") on February 23, 1996, and the Schedule 13D was initially filed
with the Commission on February 28, 1996. Capitalized terms not defined
herein have the meanings assigned thereto in the Schedule 14D-1 and the
Offer to Purchase, dated February 23, 1996, which is attached as Exhibit
(a)(9) to the Schedule 14D-1.
In connection with the foregoing, the Purchaser and Parent are hereby
amending and supplementing the Schedule 14D-1 as follows:
ITEM 10. ADDITIONAL INFORMATION
Item 10(b)-(c) is hereby amended and supplemented by the addition of
the following paragraph thereto:
The waiting period under the HSR Act applicable to the purchase of the
Shares pursuant to the Offer expired as of 11:59 P.M. on March 6, 1996.
Accordingly, the condition to the Offer requiring the expiration or
termination of any applicable waiting period under the HSR Act prior to the
expiration of the Offer has been satisfied. A press release relating to the
foregoing is filed as Exhibit (a)(10) to the Schedule 14D-1 and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of the
following exhibit thereto:
Exhibit (a)(10) Press Release issued by the Purchaser and Parent dated
March 7, 1996.
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SIGNATURE
After due 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: March 7, 1996 FG ACQUISITION CORP.
By: /s/ G. Cope Stewart III
-----------------------------------
Name: G. Cope Stewart III
Title: Vice President
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SIGNATURE
After due 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: March 7, 1996 MARRIOTT INTERNATIONAL, INC.
By: /s/ Joseph Ryan
-----------------------------------
Name: Joseph Ryan
Title: Executive Vice President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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Exhibit (a)(10) Press Release issued by the Purchaser and Parent dated
March 7, 1996.
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Exhibit (a)(10)
HART-SCOTT-RODINO CONDITION SATISFIED
FOR MARRIOTT INTERNATIONAL
ACQUISITION OF FORUM GROUP
WASHINGTON, D.C., March 7, 1996 - Marriott International, Inc. said today that
the Hart-Scott-Rodino Antitrust Improvements Act condition has been satisfied
regarding Marriott's previously announced tender offer to purchase all of the
outstanding shares of common stock of Forum Group, Inc., for $13 per share in
cash. The waiting period under the Act expired on March 6, 1996 without further
action taken by the Department of Justice or the Federal Trade Commission.
In February 1996, the two companies announced a definitive agreement under
which Marriott International would acquire Forum, one of the nation's leading
operators of senior housing and merge it with Marriott's Senior Living Services
business. Forum shareholders owning more than 90 percent of Forum's voting stock
have agreed to the proposed acquisition. The tender offer will remain open until
12:00 midnight on March 21, 1996, unless otherwise extended.
Marriott International, Inc., based in Washington, D.C., is a diversified
hospitality company involved in lodging and services management.
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