-----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, WbJ/dwlDkpYy0ygmRHS8NnadVCovuS0AIi/BdLEXUA34jIB1HZCACXxJTp2pbs4a wrtJCNdi2hNsYBLU6mVC0Q== 0000928385-99-002792.txt : 19990914 0000928385-99-002792.hdr.sgml : 19990914 ACCESSION NUMBER: 0000928385-99-002792 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990913 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HCR MANOR CARE INC CENTRAL INDEX KEY: 0000878736 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 341687107 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42240 FILM NUMBER: 99710524 BUSINESS ADDRESS: STREET 1: 333 N. SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604-2617 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: P.O. BOX 10086 CITY: TOLEDO STATE: OH ZIP: 43699-0086 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH CARE & RETIREMENT CORP / DE DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAINUM STEWART JR CENTRAL INDEX KEY: 0001034261 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 213445874 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11555 DARNESTOWN ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: 3019794400 MAIL ADDRESS: STREET 1: 11555 DARNESTOWN ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878 SC 13D/A 1 SCHEDULE 13D/A-HCR/MANOR CARE, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* HCR/MANOR CARE, INC. ________________________________________ (Name of Issuer) Common Stock --------------------------------- (Title of Class of Securities) 404134-10-8 --------------------------- (CUSIP Number) Patricia Bowditch (301) 592-1300 10770 Columbia Pike, Suite 100, Silver Spring, MD 20901 ___________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 16, 1999 -------------------------------- (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 ( ). *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. 404134-10-8 13D Page 2 of 4 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Stewart Bainum, Jr. S.S.#: ###-##-#### 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 1,998,389 8 Shared Voting Power 5,347,497 9 Sole Dispositive Power 1,998,389 10 Shared Dispositive Power 5,347,497 11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,345,886 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 6.98% 14 Type of Reporting Person IN CUSIP No. 404134-10-8 13D Page 3 of 4 Item 1. Security and Issuer (a) Name of Issuer: HCR/Manor Care, Inc. (b) Address of Issuer's Principal Executive Offices: 1 SeaGate Toledo, OH 43604 (c) Title and Class of Securities: Common Stock Item 2. Identity and Background (a) Name: Stewart Bainum, Jr. (b) Business Address: 10770 Columbia Pike, Suite 100 Silver Spring, MD 20901 (c) Present Principal Employment: Chairman of the Board,HCR/Manor Care, Inc. 10770 Columbia Pike, Suite 100 Silver Spring, Maryland 20901 (d) Record of Convictions: During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors.) (e) Record of Civil Proceedings: During the last five years, the Reporting Person 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 N/A Item 4. Purpose of Transaction Effective August 16, 1999, Stewart Bainum, Jr. resigned as a co- trustee of the Roberta Bainum Irrevocable Grantor Trust in which his sister, Roberta Bainum, is the sole beneficiary. Therefore, he no longer shares voting and dispositive authority over the Trust's 1,457,876 shares of the Issuer. Thus, these shares are no longer being reported by Mr. Bainum, Jr. There was no consideration involved in his resignation. Item 5. Interest in Securities of the Issuer (a) Amount and percentage beneficially owned: Reporting Person: 7,345,886 shares, including 1,989,389 shares held directly by the Stewart Bainum, Jr. Declaration of Trust ("SBJ Trust"), of which Mr. Bainum, Jr. is the sole trustee and beneficiary; and 3,567,869 shares held directly by Realty Investment Company, a real estate management and investment company in which the SBJ Trust is a non controlling stockholder and shares voting authority. Also includes 1,779,628 shares owned by Mid Pines Associates Limited Partnership in which the SBJ Trust is the Managing General Partner and has shared voting authority. CUSIP No. 404134-10-8 13D Page 4 of 4 Also includes 9,000 shares that Mr. Bainum, Jr. has the right to acquire pursuant to stock options which are presently exercisable or which become exercisable within sixty days. (b) Number of shares as to which such person has: (i) Sole Voting Power 1,998,389 (ii) Shared Voting Power 5,347,497 (iii) Sole Dispositive Power 1,998,389 (iv) Shared Dispositive Power 5,347,497 (c) A schedule of transactions effected in the last sixty days is as follows: During the time that Mr. Bainum, Jr. was serving as a co-trustee on the Roberta Bainum Irrevocable Trust ("RBIT") for the benefit of his sister, Roberta Bainum, the RBIT made the following sales of stock of the Issuer: August 12, 1999 40,000 shares sold $21.0000 August 12, 1999 40,000 shares sold $21.0625 August 12, 1999 10,000 shares sold $21.1250 August 12, 1999 5,000 shares sold $21.1875 August 12, 1999 20,000 shares sold $21.2500 August 12, 1999 15,200 shares sold $21.3125 August 13, 1999 69,800 shares sold $21.1403 Bainum Associates Limited Partnership ("BA") and MC Investments Associates, Limited Partnership ("MCI") are family limited partnerships in which the SBJ Trust is the Managing General Partner. In April 1999, as previously reported, BA and MCI commenced liquidation of the partnerships. On August 13, 1999, BA sold 3,972 shares and MCI sold 3,760 shares at $21.325 representing all of the partnerships' remaining shares of the Issuer. 378 shares of the Issuer were given to the Baltimore Symphony Orchestra and 1,129 shares of the Issuer were given to the University of Maryland Foundation. There was no consideration in these transactions. (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, and their four adult children, Stewart Bainum, Jr., Bruce Bainum, Roberta Bainum and Barbara Bainum, 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: September 13, 1999 /s/ Stewart Bainum, Jr. ----------------------------------------- Stewart Bainum, Jr. -----END PRIVACY-ENHANCED MESSAGE-----