-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M4L7Qxu8i5vllBRIsATFJFj3MPhHEADidZlt5mDF+5882gO5w+uW0NBpeGtCdC+r ZYq3YjeGFbCDe+NgFi+sWw== 0000950109-97-006474.txt : 19971027 0000950109-97-006474.hdr.sgml : 19971027 ACCESSION NUMBER: 0000950109-97-006474 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971024 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHOICE HOTELS INTERNATIONAL INC/ CENTRAL INDEX KEY: 0001046311 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 521209792 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51781 FILM NUMBER: 97700661 BUSINESS ADDRESS: STREET 1: 10750 COLUMBIA PIKE CITY: SILVER SPRING STATE: MD ZIP: 20901 BUSINESS PHONE: 3019795000 MAIL ADDRESS: STREET 1: 10750 COLUMBIA PIKE CITY: SILVER SPRING STATE: MD ZIP: 20901 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAINUM BARBARA CENTRAL INDEX KEY: 0001036630 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 217422235 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 8737 COLESVILLE ROAD SUITE 800 CITY: SILVER SPRING STATE: MD ZIP: 20910 BUSINESS PHONE: 3014954400 MAIL ADDRESS: STREET 1: 8737 COLESVILLE ROAD CITY: SILVER SPRING STATE: MD ZIP: 20910 SC 13D 1 SCHEDULE 13-D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ---------- CHOICE HOTELS INTERNATIONAL, INC. (formerly CHOICE HOTELS FRANCHISING, INC.) ---------------------------------------------------------- (Name of Issuer) Common Stock ---------------------------------------------------------- (Title of Class of Securities) 169905-10-6 ---------------------------------------------------------- (CUSIP Number) Patricia Bowditch (301) 495-4400 8737 Colesville Road, Suite 800, Silver Spring, MD 20910 ---------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 15, 1997 ---------------------------------------------------------- (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 this statement (X). (A fee is not required only if the filing 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). *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 the disclosures provided in a prior cover page. The information required in 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). CUSIP No. 169905-10-6 13D Page 2 of 4 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Barbara Bainum SS #: ###-##-#### 2 Check the Appropriate Box if a Member of a Group* (a) ( ) (b) ( ) 3 SEC Use Only 4 Source of Funds 00 5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(C) or 2(E) ( ) 6 Citizenship or Place of Organization USA Number of Shares Beneficially Owned by Each Reporting Person with: 7 Sole Voting Power 103,952 8 Shared Voting Power 5,417,802 9 Sole Dispositive Power 101,013 10 Shared Dispositive Power 5,417,802 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,521,451 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 9.24% 14 Type of Reporting Person IN CUSIP No. 169905-10-6 13D Page 3 of 4 Item 1. Security and Issuer (a) Name of Issuer: Choice Hotels International, Inc. (b) Address of Issuer's Principal Executive Offices: 10750 Columbia Pike Silver Spring, MD 20901 (c) Title and Class of Securities: Common Stock Item 2. Identify and Background (a) Name: Barbara Bainum (b) Business Address: 8737 Colesville Road, Suite 800 Silver Spring, Maryland 20910 (c) Present Principal Employment: President; Commonweal Foundation (d) Record of Convictions: During the last five years, Barbara Bainum has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors.) (e) Record of Civil Proceedings: During the last five years, Barbara Bainum was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating such activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: Reporting Person is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration The Reporting Person utilized no funds in the acquisition of the securities of the issuer triggering the filing of this 13D. Item 4. Purpose of Transaction All of the shares were acquired by the Reporting Person in transactions which involved no independent action on the part of the Reporting Person. All of the shares of common stock of the Issuer were distributed to shareholders of the former Choice Hotels International, Inc. (now known as Sunburst Hospitality Corporation), the Issuer's former parent, on October 15, 1997. The Reporting Person holds the shares for investment purposes. The Reporting Person has no present plans or intentions which would result in or relate to any of the transactions described in Subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer (a) Amount and percentage beneficially owned: Reporting person: 5,521,754 shares including 101,013 shares owned directly by Ms. Bainum. Also includes 1,779,628 shares owned by Mid Pines Associates Limited Partnership ("Mid Pines"), in which Ms. Bainum's trust is a general partner and has shared voting authority, 3,567,869 shares owned by Realty Investment Company, Inc. ("Realty") in which Ms. Bainum's trust has voting stock and shares voting authority and 70,305 shares owned by Commonweal Foundation, in which Ms. Bainum CUSIP No. 169905-10-6 13D Page 4 of 4 is President and Director and has shared voting authority. Also includes 2,939 shares of restricted stock issued to Ms. Bainum under the Choice Hotels International, Inc. Non-Employee Director Stock Compensation Plan which shares are not vested, but which Ms. Bainum has the right to vote. (b) Number of shares as to which such person has: (i) Sole Voting Power 103,952 (ii) Shared Voting Power 5,417,802 (iii) Sole Dispositive Power 101,013 (iv) Shared Dispositive Power 5,417,802 Reporting Person may be deemed to share power to vote and dispose of shares (i) held by Mid Pines with siblings who are also general partners, (ii) held by Commonweal Foundation with other Directors of Commonweal Foundation, and (iii) held by Realty with parents and siblings who also have voting stock. (c) Schedule of transactions effected in the last sixty days. Not applicable (d) Ownership of more than five percent on behalf of Another Person: To the extent that shares of the issuer identified in Item 5(a) are held by corporations or partnerships, other shareholders and partners, respectively, have the right to receive dividends from, or the proceeds from the sale of the shares to the extent of their proportionate interests in such entities. To the best of the reporting person's knowledge, other than Stewart and Jane Bainum, the reporting person's parents, and Bruce Bainum, Stewart Bainum, Jr. and Roberta Bainum, the reporting person's siblings, no other person has such interest relating to more than 5% of the outstanding class of securities. (e) Ownership of Less than Five Percent: Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not applicable. Item 7. Material to be Filed as Exhibits None 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. Date: October 24, 1997 /s/ Barbara Bainum ------------------------------- Barbara Bainum -----END PRIVACY-ENHANCED MESSAGE-----