OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
FORUM GROUP, INC.
BY
FG ACQUISITION CORP.
A WHOLLY OWNED INDIRECT SUBSIDIARY OF
MARRIOTT INTERNATIONAL, INC.
AT
$13.00 NET PER SHARE
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, MARCH 21, 1996, UNLESS THE OFFER IS EXTENDED.
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February 23, 1996
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated February
23, 1996 (the "Offer to Purchase"), and the related Letter of Transmittal
(which together constitute the "Offer") and other materials relating to the
Offer by FG Acquisition Corp. (the "Purchaser"), an Indiana corporation and a
wholly owned indirect subsidiary of Marriott International, Inc., a Delaware
corporation ("Parent"), to purchase all outstanding shares of common stock,
without par value (the "Shares"), of Forum Group, Inc., an Indiana corporation
(the "Company"), at $13.00 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer.
This material is being sent to you as the beneficial owner of Shares held by
us for your account but not registered in your name. A TENDER OF SUCH SHARES
CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR
INSTRUCTIONS. THE LETTER OF TRANSMITTAL ACCOMPANYING THIS LETTER IS FURNISHED
TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES
HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender any or all
of the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer.
Your attention is directed to the following:
1. The tender price is $13.00 per Share, net to the seller in cash, without
interest.
2. The Offer and withdrawal rights will expire at 12:00 Midnight, New York
City time, on Thursday, March 21, 1996 unless the Offer is extended.
3. The Offer is being made as part of a series of transactions 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,
pursuant to which, as promptly as practicable following the completion
of the Offer and the satisfaction or waiver of certain conditions and
the approval and adoption of the Merger Agreement, if required by
applicable law, the Purchaser will be merged with and into the Company
(the "Merger"), with the Company as the surviving corporation. In the
Merger, each issued and outstanding Share not owned by Parent, the
Purchaser, the Company or any of their subsidiaries will be converted
into and represent the right to receive $13.00 in cash or any higher
price that may be paid per Share in the Offer, without interest.
4. The Board of Directors of the Company has unanimously approved the Offer
and the Merger, determined that the Offer and the Merger are fair to the
shareholders of the Company and are in the best interests of the
shareholders of the Company, and, subject to the fiduciary duties of the
Board, recommends acceptance of the Offer and approval and adoption of
the Merger Agreement and the Merger by the shareholders of the Company.
5. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the Expiration Date (as defined in
the Offer to Purchase) a number of Shares which, when added to the
number of shares then beneficially owned by Parent and its affiliates,
represents at least two-thirds of the total number of Shares outstanding
and two-thirds of the voting power of the Shares outstanding on a fully
diluted basis. Any or all conditions to the Offer may be waived by the
Purchaser.
6. Any stock transfer taxes applicable to the sale of Shares to the
Purchaser pursuant to the Offer will be paid by the Purchaser, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
The Offer is being made to all holders of Shares. The Offer is not being
made to, nor will tenders be accepted from or on behalf of, holders of Shares
in any jurisdiction in which the making of the Offer or acceptance thereof
would not be in compliance with the laws of such jurisdiction. In any
jurisdiction where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of the Purchaser by one or more registered brokers or dealers
licensed under the laws of such jurisdictions.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing and returning to us
the instruction form set forth below. Please forward your instructions to us
in ample time to permit us to submit a tender on your behalf prior to the
expiration of the Offer. If you authorize the tender of your Shares, all such
Shares will be tendered unless otherwise specified on the instruction form set
forth below.
INSTRUCTIONS WITH RESPECT TO
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
FORUM GROUP, INC.
BY
FG ACQUISITION CORP.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated February 23, 1996, and the related Letter of Transmittal,
in connection with the offer by FG Acquisition Corp., an Indiana corporation
and a wholly owned indirect subsidiary of Marriott International, Inc., a
Delaware corporation, to purchase for cash all outstanding shares of common
stock, without par value (the "Shares"), of Forum Group, Inc., an Indiana
corporation.
This will instruct you to tender the number of Shares indicated below (or if
no number is indicated below, all Shares) that are held by you for the account
of the undersigned, upon the terms and subject to the conditions set forth in
the Offer.
Dated: , 1996
NUMBER OF SHARES TO BE TENDERED:
SHARES*
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Signature(s)
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Please Print Name(s)
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Please Print Address(es)
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Area Code and Telephone Number(s)
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Tax, Identification, or Social
Security Number(s)
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*I (We) understand that if I (we) sign this instruction form without
indicating a lesser number of Shares in the space above, all Shares held by
you for my (our) account will be tendered.
