<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 4)
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. 3)
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:
FG 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
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<CAPTION>
CALCULATION OF FILING FEE
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<S> <C>
Transaction Valuation/1/: $305,194,175 Amount of Filing Fee/2/: $61,039
- --------------------------------------------------------------------------------
</TABLE>
/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.
<TABLE>
<S> <C>
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
</TABLE>
(Continued on following page(s))
(Page 1 of 6 pages)
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This Amendment No. 4 to the Tender Offer Statement on Schedule 14D-1
and Amendment No. 3 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 7. CONTRACTS, ARRANGEMENTS UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 is hereby amended and supplemented by the addition of the
following paragraph thereto:
The Company, Purchaser and Parent have entered into (i) a First
Amendment dated as of March 21, 1996, to their Agreement and Irrevocable
Proxy dated as of February 15, 1996 with Forum Holdings, L.P. ("Forum
Holdings") and (ii) a First Amendment dated as of March 21, 1996, to their
Agreement and Irrevocable Proxy dated as of February 15, 1996 with Apollo FG
Holdings, L.P. ("Apollo") (such First Amendments, collectively, the "First
Amendments"). The First Amendments provide, among other things, that Forum
Holdings and Apollo will not, prior to the expiration of the Offer, exercise
warrants exercisable by each of them into an aggregate of 700,144 Shares
(the "Citicorp Warrants"). After the expiration of the Offer, the Purchaser
will purchase the Citicorp Warrants from each of Forum Holdings and Apollo
for a purchase price equal to the difference between the amount that each of
them would have received had they exercised their respective Citicorp
Warrants and tendered the Shares issuable upon exercise thereof in
accordance with the Offer and the aggregate exercise price of their
respective Citicorp Warrants.
The Agreement and Irrevocable Proxy dated as of February 15, 1996 with
Forum Holdings is attached as Exhibit (c)(2) to the 14D-1. The Agreement
and Irrevocable Proxy dated as of February 15, 1996 with Apollo is attached
as Exhibit (c)(3) to the 14D-1. The First Amendments relating to the
foregoing are filed as Exhibit (c)(8) and (c)(9) to the Schedule 14D-1 and
are incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
2
<PAGE>
Item 11 is hereby amended and supplemented by the addition of the
following exhibits thereto:
Exhibit (c)(8) First Amendment dated as of March 21, 1996 to Agreement
and Irrevocable Proxy dated as of February 15, 1996, by
and among Marriott International, Inc., FG Acquisition
Corp., Forum Holdings, L.P. and Forum Group, Inc.
Exhibit (c)(9) First Amendment dated as of March 21, 1996 to Agreement
and Irrevocable Proxy dated as of February 15, 1996 by and
among Marriott International, Inc., FG Acquisition Corp.,
Apollo FG Partners, L.P. and Forum Group, Inc.
3
<PAGE>
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 21, 1996 FG ACQUISITION CORP.
By: /s/ Edward L. Bednarz
-----------------------------------
Name: Edward L. Bednarz
Title: Vice President
4
<PAGE>
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 21, 1996 MARRIOTT INTERNATIONAL, INC.
By: /s/ Joseph Ryan
-----------------------------------
Name: Joseph Ryan
Title: Executive Vice President
5
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
Exhibit (c)(8) First Amendment to Agreement and Irrevocable Proxy dated
as of March 21, 1996, by and among Marriott International,
Inc., FG Acquisition Corp., Forum Holdings, L.P. and Forum
Group, Inc.
Exhibit (c)(9) First Amendment to Agreement and Irrevocable Proxy dated
as of March 21, 1996, by and among Marriott International,
Inc., FG Acquisition Corp., Apollo FG Partners, L.P. and
Forum Group, Inc.
6
<PAGE>
Exhibit (c)(8)
FIRST AMENDMENT TO
AGREEMENT AND IRREVOCABLE PROXY
THIS FIRST AMENDMENT TO AGREEMENT AND IRREVOCABLE PROXY (this
"Amendment") dated as of March 21, 1996 by and among MARRIOTT INTERNATIONAL,
INC., a Delaware corporation ("Parent"), FG ACQUISITION CORP., an Indiana
corporation and a subsidiary of Parent ("Purchaser"), FORUM HOLDINGS, L.P.,
a Texas limited partnership ("Shareholder"), and FORUM GROUP, INC., an
Indiana corporation (the "Company"), amends the Agreement and Irrevocable
Proxy dated as of February 15, 1996 (the "Original Agreement"; the Original
Agreement, as amended by this Amendment, the "Agreement") by and among
Parent, Purchaser, Shareholder and the Company.
W I T N E S S E T H:
-------------------
WHEREAS, pursuant to the Original Agreement, Shareholder agreed to
exercise the Citicorp Warrants (as defined in the Original Agreement) it
holds and to tender the Citicorp Warrant Shares (as defined in the Original
Agreement) acquired upon such exercise into the Offer (as defined in the
Original Agreement); and
WHEREAS, Shareholder now wishes to sell the Citicorp Warrants to
Purchaser and Purchaser is willing to buy the Citicorp Warrants for an
aggregate purchase price of $3,455,553.26 (the "Citicorp Warrant Purchase
Price"), which is equal to the difference between the aggregate price that
would have been paid for the Citicorp Warrant Shares pursuant to the Offer
and the aggregate exercise price of such Citicorp Warrants.
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, covenants and agreements contained herein, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. Capitalized terms used and not defined herein have the
respective meanings ascribed to them in the Original Agreement.
2. Section 2(b) of the Original Agreement is hereby deleted in
its entirety and replaced with the following paragraphs:
"(b) (i) Prior to the expiration of the Offer, Shareholder shall
deliver the Citicorp Warrants to Purchaser pending the acquisition of
such Citicorp Warrants by Purchaser for the Citicorp Warrant Purchase
Price, as set forth in clause (ii) of this Section 2(b).
"(ii) Promptly after First Chicago Trust Company of New
York, as Depositary for the Offer, has issued payment in exchange for
all of the Company Common Stock tendered in the Offer, Purchaser shall
acquire the Citicorp Warrants
<PAGE>
by paying the Citicorp Warrant Purchase Price to Shareholder by wire
transfer, provided that instructions for such wire transfer shall have
--------
been delivered by Shareholder to Purchaser."
3. Section 2(c) of the Original Agreement is hereby deleted in
its entirety and replaced with the following paragraph:
"(c) Prior to the expiration of the Offer, Shareholder shall
deliver the Investor Warrants to Purchaser to be held in escrow pending the
consummation of the Offer. The Company and Shareholder agree that,
notwithstanding any provision of the Investor Warrants or the Acquisition
Agreement to the contrary, upon expiration of the Offer and without any
further action whatsoever, the Investor Warrants held by Shareholder shall
be deemed cancelled and extinguished, for no additional consideration
whatsoever. The Company shall mark the Investor Warrants cancelled upon
receipt thereof. Prior to the expiration of the Offer, Shareholder will
neither transfer nor exercise any Investor Warrants for any reason
whatsoever."
4. The following paragraph shall be added as Section 2(e) of the
Agreement:
"(e) Upon payment of the Citicorp Warrant Purchase Price pursuant
to Section 2(b)(ii), the Company shall cause the transfer of the Citicorp
Warrants from Shareholder to Purchaser to be recorded on the record books of
the Company."
5. Miscellaneous.
-------------
(a) The Agreement, as amended hereby, constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and
oral, among the parties with respect to the subject matter hereof.
(b) All costs and expenses incurred in connection with this
Amendment and the transactions contemplated hereby shall be paid by the
party incurring such expenses, and each of Parent and Purchaser, on the one
hand, and Shareholder, on the other hand, shall indemnify and hold the other
harmless from and against any and all claims, liabilities or obligations
with respect to any brokerage fees, commissions or finders' fees asserted by
any person on the basis of any act or statement alleged to have been made by
such party or its Affiliates.
(c) This Amendment shall be governed and construed in accordance
with the Laws of the State of Delaware (regardless of the Laws that might
otherwise govern under applicable principles of conflict of laws) as to all
matters, including matters of validity, construction, effect, performance
and remedies.
(d) The descriptive headings used herein are inserted for
convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Amendment.
<PAGE>
(e) This Amendment may be executed in counterparts, each of which
shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, Parent, Purchaser, Shareholder and the Company
have caused this Agreement to be duly executed as of the day and year first
above written.
MARRIOTT INTERNATIONAL, INC.
By: /s/ Joseph Ryan
-------------------------------------
Name: Joseph Ryan
Title: Executive Vice President
FG ACQUISITION CORP.
By: /s/ Edward L. Bednarz
-------------------------------------
Name: Edward L. Bednarz
Title: Vice President
FORUM HOLDINGS, L.P.
By: HRP Management, Ltd.,
Its General Partner
By: HH Genpar Partners,
Its General Partner
By: Hampstead Associates, Inc.,
Its Managing General Partner
By:/s/ Richard M. FitzPatrick
-------------------------------
Name: Richard M. FitzPatrick
Title: Vice President
FORUM GROUP, INC.
By: /s/ Mark Pacala
-------------------------------------
Name: Mark Pacala
Title: Chairman and Chief Executive Officer
<PAGE>
Exhibit (c)(9)
FIRST AMENDMENT TO
AGREEMENT AND IRREVOCABLE PROXY
THIS FIRST AMENDMENT TO AGREEMENT AND IRREVOCABLE PROXY (this
"Amendment") dated as of March 21, 1996 by and among MARRIOTT INTERNATIONAL,
INC., a Delaware corporation ("Parent"), FG ACQUISITION CORP., an Indiana
corporation and a subsidiary of Parent ("Purchaser"), APOLLO FG PARTNERS,
L.P., a Delaware limited partnership ("Shareholder"), and FORUM GROUP, INC.,
an Indiana corporation (the "Company"), amends the Agreement and Irrevocable
Proxy dated as of February 15, 1996 (the "Original Agreement"; the Original
Agreement, as amended by this Amendment, the "Agreement") by and among
Parent, Purchaser, Shareholder and the Company.
W I T N E S S E T H:
-------------------
WHEREAS, pursuant to the Original Agreement, Shareholder agreed to
exercise the Citicorp Warrants (as defined in the Original Agreement) it
holds and to tender the Citicorp Warrant Shares (as defined in the Original
Agreement) acquired upon such exercise into the Offer (as defined in the
Original Agreement); and
WHEREAS, Shareholder now wishes to sell the Citicorp Warrants to
Purchaser and Purchaser is willing to buy the Citicorp Warrants for an
aggregate purchase price of $3,455,557.23 (the "Citicorp Warrant Purchase
Price"), which is equal to the difference between the aggregate price that
would have been paid for the Citicorp Warrant Shares pursuant to the Offer
and the aggregate exercise price of such Citicorp Warrants.
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, covenants and agreements contained herein, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. Capitalized terms used and not defined herein have the
respective meanings ascribed to them in the Original Agreement.
2. Section 2(b) of the Original Agreement is hereby deleted in
its entirety and replaced with the following paragraphs:
"(b) (i) Prior to the expiration of the Offer, Shareholder shall
deliver the Citicorp Warrants to Purchaser pending the acquisition of
such Citicorp Warrants by Purchaser for the Citicorp Warrant Purchase
Price, as set forth in clause (ii) of this Section 2(b).
"(ii) Promptly after First Chicago Trust Company of New
York, as Depositary for the Offer, has issued payment in exchange for
all of the Company
<PAGE>
Common Stock tendered in the Offer, Purchaser shall acquire the
Citicorp Warrants by paying the Citicorp Warrant Purchase Price to
Shareholder by wire transfer, provided that instructions for such wire
--------
transfer shall have been delivered by Shareholder to Purchaser."
3. Section 2(c) of the Original Agreement is hereby deleted in
its entirety and replaced with the following paragraph:
"(c) Prior to the expiration of the Offer, Shareholder shall
deliver the Investor Warrants to Purchaser to be held in escrow pending the
consummation of the Offer. The Company and Shareholder agree that,
notwithstanding any provision of the Investor Warrants or the Acquisition
Agreement to the contrary, upon expiration of the Offer and without any
further action whatsoever, the Investor Warrants held by Shareholder shall
be deemed cancelled and extinguished, for no additional consideration
whatsoever. The Company shall mark the Investor Warrants cancelled upon
receipt thereof. Prior to the expiration of the Offer, Shareholder will
neither transfer nor exercise any Investor Warrants for any reason
whatsoever."
4. The following paragraph shall be added as Section 2(e) of the
Agreement:
"(e) Upon payment of the Citicorp Warrant Purchase Price pursuant
to Section 2(b)(ii), the Company shall cause the transfer of the Citicorp
Warrants from Shareholder to Purchaser to be recorded on the record books of
the Company."
5. Miscellaneous.
-------------
(a) The Agreement, as amended hereby, constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and
oral, among the parties with respect to the subject matter hereof.
(b) All costs and expenses incurred in connection with this
Amendment and the transactions contemplated hereby shall be paid by the
party incurring such expenses, and each of Parent and Purchaser, on the one
hand, and Shareholder, on the other hand, shall indemnify and hold the other
harmless from and against any and all claims, liabilities or obligations
with respect to any brokerage fees, commissions or finders' fees asserted by
any person on the basis of any act or statement alleged to have been made by
such party or its Affiliates.
(c) This Amendment shall be governed and construed in accordance
with the Laws of the State of Delaware (regardless of the Laws that might
otherwise govern under applicable principles of conflict of laws) as to all
matters, including matters of validity, construction, effect, performance
and remedies.
(d) The descriptive headings used herein are inserted for
convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Amendment.
<PAGE>
(e) This Amendment may be executed in counterparts, each of which
shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, Parent, Purchaser, Shareholder and the Company
have caused this Agreement to be duly executed as of the day and year first
above written.
MARRIOTT INTERNATIONAL, INC.
By: /s/ Joseph Ryan
------------------------------------
Name: Joseph Ryan
Title: Executive Vice President
FG ACQUISITION CORP.
By: /s/ Edward L. Bednarz
------------------------------------
Name: Edward L. Bednarz
Title: Vice President
APOLLO FG PARTNERS, L.P.
By: Apollo Advisors, L.P.,
Its Managing General Partner
By: Apollo Capital Management, Inc.,
Its General Partner
By: /s/ Michael Weiner
-------------------------------
Name: Michael Weiner
Title: Vice President
FORUM GROUP, INC.
By: /s/ Mark Pacala
------------------------------------
Name: Mark Pacala
Title: Chairman and Chief Executive Officer
