UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
FORUM GROUP, INC.
____________________________________________________________________________
(Name of Issuer)
COMMON STOCK
____________________________________________________________________________
(Title of Class of Securities)
349841304
_________________________________________________________
(CUSIP Number)
JOHN F. HARTIGAN, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
801 SOUTH GRAND AVENUE
LOS ANGELES, CA 90017
(213) 612-2500
____________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
MARCH 25, 1996
_____________________________________________________________________
(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 the statement / /. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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SCHEDULE 13D
CUSIP No. 349841304
___________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APOLLO FG PARTNERS, L.P.
___________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) /X/
___________________________________________________________________________
3 SEC USE ONLY
___________________________________________________________________________
4 SOURCE OF FUNDS*
WC
___________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (e) / /
___________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
___________________________________________________________________________
7 SOLE VOTING POWER
0 SHARES OF COMMON STOCK
NUMBER __________________________________________________________
OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0 SHARES OF COMMON STOCK
OWNED BY __________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 9,428,203 SHARES OF COMMON STOCK
WITH __________________________________________________________
10 SHARED DISPOSITIVE POWER
0 SHARES OF COMMON STOCK
___________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 SHARES OF COMMON STOCK
___________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/*/
___________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
___________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
__________________________________________________________________________
<PAGE>
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STATEMENT PURSUANT TO RULE 13d-1
OF THE GENERAL RULES AND REGULATIONS
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
This statement is being filed on behalf of Apollo FG Partners,
L.P. ("AFG"). This Amendment No. 9 supplements and amends the Statement on
Schedule 13D filed on December 21, 1994 (as heretofore amended and
supplemented, the "Schedule 13D"). Capitalized terms used herein which are
not otherwise defined are so used with the respective meanings ascribed to
them in the Schedule 13D.
Item 4. Purpose of Transaction.
______________________
Item 4 is hereby amended by adding the following to the last
paragraph thereof:
On February 15, 1996, the Company entered into an Agreement
and Plan of Merger (the "Merger Agreement") with Marriott
International, Inc., a Delaware corporation ("Parent"), and FG
Acquisition Corp., an Indiana Corporation ("Purchaser"). In
connection with the execution and delivery of the Merger
Agreement, AFG entered into an Agreement and Irrevocable Proxy,
dated as of February 15, 1996 (as amended, the "Holdings/Marriott
Agreement"), with the Company and an amendment thereto dated as
of March 21, 1996 the Purchaser commenced a tender offer
("Offer") to purchase all of the outstanding shares of Common
Stock at a purchase price of $13.00 per share, net to the seller
in cash without interest thereon.
Pursuant to the Offer and the Holdings/Marriott Agreement,
(i) AFG sold to Purchaser (a) all of the 9,075,251 outstanding
shares of Common Stock previously beneficially owned by AFG (b)
all of the Warrants and Special Warrants previously beneficially
owned by AFG and (ii) and the Investor Warrants were cancelled.
The foregoing response to this Item 4 is qualified in its
entirety by reference to the Merger Agreement, the
Holdings/Marriott Agreement and the Holdings/Marriott Amendment,
the full texts of which are filed as Exhibits 18, 19 and 20,
respectively, hereto and incorporated herein by this reference.
Item 5. Interest in Securities of the Issuer.
____________________________________
Item 5 is hereby amended and restated in its entirety as follows:
The responses to Items 3, 4 and 6 are incorporated herein by
this reference.
As a result of the purchase of shares of Common Stock
pursuant to the Offer and the consummation of the other
transactions contemplated by the Holdings/Marriott Agreement, as
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of March 25, 1996 AFG ceased to beneficially own any shares of
Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With
_____________________________________________________________
Respect to Securities of the Issuer.
____________________________________
The response to Items 4 and 5 are incorporated herein by
this reference.
Item 7. Material to be Filed as Exhibits.
________________________________
Exhibit 18 - Merger Agreement (incorporated by reference to
Exhibit 1 to the Solicitation/Recommendation
Statement on Schedule 14D-9 filed on behalf of the
Company with the Securities and Exchange
Commission on February 23, 1996)
Exhibit 19 - Holdings/Marriott Agreement (incorporated by
reference to Exhibit 10 to the
Solicitation/Recommendation Statement on Schedule
14D-9 filed on behalf of the Company with the
Securities and Exchange Commission on February 23,
1996)
Exhibit 20 - Holdings/Marriott Amendment
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SIGNATURE
After reasonable 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: April 3, 1996
APOLLO FG PARTNERS, L.P.
By: APOLLO INVESTMENT FUND, L.P.,
Its General Partner
By: APOLLO ADVISORS, L.P.,
Its Managing General Partner
By: APOLLO CAPITAL MANAGEMENT, INC.,
Its General Partner
By: /s/ Michael D. Weiner
_____________________
Title: Vice President
<PAGE>
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EXHIBIT INDEX
_____________
Exhibit Description
_______ ___________
18 Merger Agreement (incorporated by reference to Exhibit 1 to the
Solicitation/Recommendation Statement on Schedule 14D-9 filed on
behalf of the Company with the Securities and Exchange Commission
on February 23, 1996)
19 Holdings/Marriott Agreement (incorporated by reference to Exhibit
10 to the Solicitation/Recommendation Statement on Schedule 14D-9
filed on behalf of the Company with the Securities and Exchange
Commission on February 23, 1996)
20 Holdings/Marriott Amendment
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Exhibit 20
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 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."
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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.
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(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.
IN WITNESS WHEREOF, Parent, Purchaser, Shareholder and
the Company have caused this Amendment 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 Investment Fund, L.P.,
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
