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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 5) (Final Amendment)
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. 4)
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
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(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
CALCULATION OF FILING FEE
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Transaction Valuation/1/: $305,194,175 Amount of Filing Fee/2/: $61,039
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/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.
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
(CONTINUED ON FOLLOWING PAGE(S))
(Page 1 of 8 pages)
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Schedule 14D-1
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CUSIP NO. 14D-1 PAGE 2 OF 8 PAGES
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349841304
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
FG ACQUISITION CORP.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCES OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
INDIANA
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
22,341,895 SHARES OF COMMON STOCK (INCLUDING 103,414 SHARES SUBJECT
TO GUARANTEED DELIVERY PROCEDURES)
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.1%
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10 TYPE OF REPORTING PERSON
CO
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Schedule 14D-1
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CUSIP NO. 14D-1 PAGE 3 OF 8 PAGES
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349843104
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
MARRIOTT INTERNATIONAL, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCES OF FUNDS
WC, BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
22,341,895 SHARES OF COMMON STOCK (INCLUDING 103,414 SHARES SUBJECT
TO GUARANTEED DELIVERY PROCEDURES)
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.1%
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10 TYPE OF REPORTING PERSON
CO, HC
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This Amendment No. 5 (Final Amendment) to the Tender Offer Statement on
Schedule 14D-1 and Amendment No. 4 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 6 INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6(a)-(b) is hereby amended and supplemented by the addition of the
following paragraph thereto:
The Offer expired at 12:01 a.m., New York City time, on Saturday, March
23, 1996. The Purchaser and Parent issued a press release on Monday, March
25, 1996 in which it disclosed that the Depositary had informed it that
22,341,895 Shares (approximately 99.1% of the outstanding Shares) were
tendered and not withdrawn pursuant to the Offer, of which 103,414 Shares
were tendered pursuant to notices of guaranteed delivery. All Shares
validly tendered and not withdrawn prior to the expiration of the Offer were
accepted for payment. A press release related to the foregoing is filed as
Exhibit (a)(12) 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)(12) Press Release issued by the Purchaser and Parent dated
March 25, 1996.
4
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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 25, 1996 FG ACQUISITION CORP.
By: /s/ Edward L. Bednarz
--------------------------
Name: Edward L. Bednarz
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 25, 1996 MARRIOTT INTERNATIONAL, INC.
By: /s/ Joseph Ryan
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Name: Joseph Ryan
Title: Executive Vice President
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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Exhibit (a)(12) Press Release issued by the Purchaser and Parent dated
March 25, 1996.
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Exhibit (a)(12)
MARRIOTT INTERNATIONAL COMPLETES
TENDER OFFER FOR FORUM GROUP
WASHINGTON, D.C., March 25, 1996 -- Marriott International, Inc. said today
that it has completed the tender offer for Forum Group, Inc., acquiring over
99% of the company's stock for approximately $290 million. Forum's
operations will be combined with Marriott's Senior Living Services business.
As previously announced, the transaction will involve a total
consideration of $605 million, including existing Forum debt. The remaining
Forum shares will be acquired by Marriott upon the merger of Forum with a
Marriott subsidiary. The merger is expected to be completed by June 1996.
22,341,895 shares of Forum's common stock were tendered, including
103,414 shares tendered pursuant to notices of guaranteed delivery.
Marriott has accepted for payment all tendered Forum shares.
William J. Shaw, executive vice president of Marriott International and
president of the Marriott Service Group, said, "The merger of Forum with
Marriott Senior Living Services strengthens our leadership position in
senior housing, and expands the range of products and services we can
provide to today's fastest growing segment of the population. It will
provide additional growth opportunities as our aging population looks for
quality retirement facilities."
As a result of the completed tender offer, Marriott Senior Living
Services now operates 69 facilities with more than 14,500 retirement
community units or nursing beds. It is the nation's largest operator of
senior housing and health care services in the quality tier.
In addition to full-service and Brighton Gardens assisted living
communities, Marriott now will provide seniors with alternative product
offerings developed by Forum, including National Guest Homes, a moderate
priced assisted living concept; Hearthside, which offers both assisted
living and dementia-related care; and Health Care Industries, Inc., a
provider of home health care services to residents in independent living
communities.
Marriott intends to continue Forum's planned expansion program, adding
1,000 units or nursing beds to existing full-service communities. Marriott
also plans to have 100 Brighton Gardens assisted living communities by the
year 2000.
It is estimated that in this decade alone, Americans aged 85 and older
will increase by some 43 percent, while those 75 and older will grow by
approximately 29 percent.
Marriott International, Inc., based in Washington, D.C., is a
diversified hospitality company involved in lodging and services management.
It had revenues of $9.0 billion in 1995.
