<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Under Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 25, 1996
FORUM RETIREMENT PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 1-9302 35-1686799
(State of organization) (Commission File No.) (IRS Employer
Identification No.)
11320 Random Hills Road, Suite 400
Fairfax, Virginia 22030
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (703) 277-7000
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
================================================================================
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
A change in control of the Registrant occurred on March 25, 1996, when FG
Acquisition Corp. ("Acquisition"), an Indiana corporation and a wholly owned
subsidiary of Marriott International, Inc. ("Marriott"), a Delaware corporation,
acquired 22,341,879 shares, or approximately 99.1% of the outstanding shares, of
common stock, without par value (the "Common Stock") of Forum Group, Inc.
("Forum"), the general partner of the Registrant and the holder of 79% of the
preferred depository units representing preferred limited partnership interests
in the Registrant, pursuant to a tender offer (the "Tender Offer") that expired
on March 23, 1996. Such shares were acquired for total cash consideration of
$290,444,427 ($13.00 per share). Funds for the acquisition were provided by a
loan from Marriott to Acquisition. Marriott used general corporate funds to
make the loan, including proceeds from public and private issuances of debt of
Marriott, as well as cash from operations.
Prior to the completion of the Tender Offer, each of Forum Holdings, L.P.
and Apollo FG Partners, L.P. had beneficially owned approximately 40.6% of the
Common Stock.
The remaining 197,952 shares of outstanding Forum Common Stock that are not
owned by Acquisition will be converted into the right to receive $13.00 per
share, in cash, upon the merger of Acquisition with and into Forum (the
"Merger"). The Merger, which is provided for in the Agreement and Plan of
Merger, dated as of February 15, 1996, by and among Forum, Marriott and
Acquisition (the "Merger Agreement") is expected to be completed by June 1996.
The Merger Agreement is filed as Exhibit 10.1 hereto.
Pursuant to the Merger Agreement, on March 25, 1996, Marriott designated
six nominees, each of whom was appointed on that date as a director of the nine-
member board of directors of Forum, by action taken by the three continuing
directors of Forum.
The News Release attached as Exhibit 99.1 hereto provides additional
information regarding the foregoing, and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
--------
Exhibit 10.1 Agreement and Plan of Merger, dated as of February 15,
1996, by and among Forum Group, Inc., Marriott
International, Inc. and FG Acquisition Corp.
(incorporated by reference to Exhibit 1 to the Schedule
14d-9 filed by Forum Group, Inc. with the Securities
Exchange Commission on February 23, 1996).
Exhibit 99.1. News Release, dated March 25, 1996.
2
<PAGE>
SIGNATURES
Under the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FORUM RETIREMENT PARTNERS, L.P.
BY: FORUM RETIREMENT, INC.,
ITS GENERAL PARTNER
By: /s/ EDWARD L. BEDNARZ
---------------------------
Name: Edward L. Bednarz
Title: Vice President
Date: April 9, 1996.
3
<PAGE>
Exhibit 99.1
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."
- more -
<PAGE>
- 2 -
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.
# # #
