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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 5) (Final Amendment)
FORUM GROUP, INC.
(Name of Issuer)
Common Stock, Without Par Value
(Title of Class of Securities)
349841304
---------------
(CUSIP Number of Class of Securities)
Edward L. Bednarz, Esq. Copy to:
Forum Group, Inc. Jeffrey J. Rosen, Esq.
(as successor in interest O'Melveny & Myers LLP
to FG Acquisition Corp.) 555 13th Street, N.W., Suite 500W
Marriott International, Inc. Washington, D.C. 20004-1109
10400 Fernwood Road (202) 383-5300
Bethesda, Maryland 20817
(301) 380-9555
(Name, address and telephone number of
person authorized to receive notices
and communications)
June 12, 1996
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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 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.
(Continued on following pages)
(Page 1 of 8 Pages)
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CUSIP NO. Schedule 13D
349841304 PAGE 2 OF 8 PAGES
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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
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
INDIANA
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NUMBER OF 7 SOLE VOTING POWER
SHARES NONE
--------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED NONE
--------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE
--------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
NONE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. Schedule 13D PAGE 3 OF 8
349841304
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
MARRIOTT INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCES OF FUNDS
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
--------------------------------
SHARES 100 SHARES OF COMMON STOCK
--------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED NONE
--------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 100 SHARES OF COMMON STOCK
--------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
NONE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 SHARES OF COMMON STOCK
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
100%
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14 TYPE OF REPORTING PERSON
CO, HC
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This Amendment No. 5 (Final Amendment) to Schedule 13D amends and
supplements the Schedule 13D of FG Acquisition Corp., an Indiana corporation
(the "Purchaser") and a wholly-owned indirect subsidiary of Marriott
International, Inc., a Delaware corporation ("Parent"), and of Parent. The
original Schedule 13D was filed with the Securities and Exchange Commission (the
"Commission") on February 28, 1996. Subsequent amendments to the Schedule 13D
have been filed in conjunction with amendments to the Tender Offer Statement on
Schedule 14D-1 of Forum Group, Inc., an Indiana corporation (the "Company"). The
Schedule 14D-1 was initially filed with the Commission on February 23, 1996 with
respect to the tender offer (the "Offer") by the Purchaser for all of the
outstanding shares of Common Stock, without par value (the "Shares"), of the
Company. The Offer was made pursuant to an Agreement and Plan of Merger dated as
of February 15, 1996 (the "Merger Agreement") by and among the Company, the
Purchaser and Parent. Capitalized terms not defined herein have the meanings
assigned thereto in the Schedule 14D-1, as amended, 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 hereby amend and
supplement the Schedule 13D as follows:
ITEM 5 INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Items 5(a)-(c) and (e) are hereby amended and supplemented by the addition
of the following paragraphs thereto:
(a)-(b) The information set forth in rows 7 through 11 of each Cover Page
of this Amendment No. 5 (Final Amendment) to Schedule 13D is incorporated herein
by reference.
(c) On June 12, 1996, pursuant to the terms and conditions of the Merger
Agreement, the Purchaser was merged with and into the Company such that the
Company became a wholly-owned indirect subsidiary of the Parent and the
Purchaser ceased to exist as an independent entity (the "Merger"). Each Share
issued and outstanding immediately prior to the Effective Time (other than
Shares held in the treasury of the Company or held by any wholly-owned
Subsidiary of the Company or held by Parent or any wholly-owned Subsidiary of
Parent, and other than Dissenting Shares) was, by virtue of the Merger,
converted into the right to receive $13.00 in cash. Each Share held in the
treasury of the Company or by any wholly-owned Subsidiary of the Company and
each Share held by Parent or any wholly-owned Subsidiary of Parent immediately
prior to the Effective Time was, by virtue of the Merger, cancelled and retired
and ceased to exist. Simultaneously, each share of the common stock, without par
value, of Purchaser was, by virtue of the Merger, converted into one share of
the common stock of the Company. Accordingly, Parent indirectly owns 100 shares
of the common stock of the Company, which is 100% of the outstanding common
stock thereof. In addition, a Form 15 has been filed with the Commission on June
13, 1996 in order to deregister the common stock of the Company. A press release
relating to the foregoing is filed as Exhibit (a)(13) to the Schedule 13D and is
incorporated herein by reference.
4
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(e) By virtue of the Merger, Purchaser ceased to exist and so is no longer
is a beneficial owner of the Company.
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)(13) Press Release issued by Parent dated June 13, 1996.
5
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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: June 20, 1996 FORUM GROUP, INC.
(as successor in interest
to FG Acquisition Corp.)
By: /s/ Edward L. Bednarz
-----------------------------------
Name: Edward L. Bednarz
Title: Vice President
6
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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: June 20, 1996 MARRIOTT INTERNATIONAL, INC.
By: /s/ Joseph Ryan
-----------------------------------
Name: Joseph Ryan
Title: Executive Vice President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
Exhibit (a)(13) Press Release issued by Parent dated June 13, 1996.
8
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EXHIBIT 99
PRESS RELEASE DATED JUNE 13, 1996
MARRIOTT INTERNATIONAL COMPLETES
ACQUISITION OF FORUM GROUP
WASHINGTON, D.C., June 13, 1996 -- Marriott International, Inc. said today that
it has completed the acquisition of Forum Group, Inc. and merged it with
Marriott's Senior Living Services business. As a result of the merger, Forum now
is a wholly owned subsidiary of Marriott.
As previously announced, the transaction involved a total consideration of
$605 million, including outstanding Forum debt. Marriott acquired over 99% of
Forum's stock in March 1996. The remaining Forum shareholders received a total
of $2.6 million, or $13 per share, representing the same per-share price paid to
other Forum shareholders in March 1996.
The merger of Forum and Marriott Senior Living Services creates the
nation's largest operator of senior housing and health care services in the
quality tier. Combined, Marriott Senior Living Services now operates 69
retirement communities with more than 14,500 residential units or nursing beds.
William J. Shaw, executive vice president of Marriott International and
president of the Marriott Service Group, said, "We are very pleased to complete
the merger of Forum's successful senior housing operations with Marriott Senior
Living Services. The combination of these two businesses positions Marriott as
the industry leader, and will allow us to provide a broad range of products and
services to a growing population of seniors."
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In addition to Marriott's full-service and Brighton Gardens assisted living
communities, the company now will provide seniors with alternative product
offerings developed by Forum. These include 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 will continue Forum's planned expansion program, adding 1,000
units or nursing beds to existing full-service communities. Marriott also plans
to have over 100 Brighton Gardens assisted living communities by the year 2000.
It is estimated that in this decade alone, the number of 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., the world's leading hospitality company,
manages or franchises over 1,000 lodging properties and provides food service,
facilities management and other services to 3,200 business, healthcare and
education accounts. A leader in senior housing and vacation ownership resorts,
the company is also a major operator of conference centers and one of the
largest limited line food service distributors in the United States. Marriott
International brands include Marriott Hotels, Resorts and Suites; Courtyard;
Residence Inn; Fairfield Inn; TownePlace Suites; Marriott Vacation Club
International; and Ritz-Carlton (of which Marriott owns a 49% interest). With
operations in 26 countries and over 179,000 employees, Marriott International
has annual sales of $9 billion. The company is headquartered in Washington, D.C.
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