-----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, FkIzzDO838XCP2K+IteC3vcPVkijYRF7OCqcM0iV9fTCQUR8kCINQrFskHOcj+Tf br8B9UJyt0obAg5AbwtVHg== 0000928385-00-003521.txt : 20001227 0000928385-00-003521.hdr.sgml : 20001227 ACCESSION NUMBER: 0000928385-00-003521 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001226 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE INC CENTRAL INDEX KEY: 0000878736 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 341687107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42240 FILM NUMBER: 795793 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: HCR MANOR CARE INC DATE OF NAME CHANGE: 19981001 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 0001.txt AMENDMENT #6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* HCR/MANOR CARE, INC. ------------------------------------------------------------ (Name of Issuer) Common Stock ------------------------------------------------------------ (Title of Class of Securities) 404134-10-8 -------------------------- (CUSIP Number) Mr. Stewart Bainum, Jr. (240) 453-8550 7361 Calhoun Place, Suite 300, Rockville, MD 20855 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 15, 2000 ------------------------------------------------------------ (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 5 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 18,381 8 Shared Voting Power 3,567,869 9 Sole Dispositive Power 18,381 10 Shared Dispositive Power 3,567,869 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,586,250 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 3.50% 14 Type of Reporting Person IN CUSIP No. 404134-10-8 13D Page 3 of 5 Item 1. Security and Issuer (a) Name of Issuer: 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: 7361 Calhoun Place, Suite 300 Rockville, MD 20855 (c) Present Principal Employment: Chairman of the Board,Manor Care, Inc. 7361 Calhoun Place, Suite 300 Rockville, Maryland 20855 (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 A family investment partnership in which Mr. Bainum is Managing General Partner and shares voting authority with his siblings, Bruce Bainum, Roberta Bainum, and Barbara Bainum, made a distribution of 1,779,628 shares to its partners. Of the shares so distributed, trusts for the benefit of Mr. Bainum received 342,009 shares and trusts in which Mr. Bainum minor children are the beneficiaries received 6,768 shares. As reflected in item 5(c)below, many of these shares were subsequently sold by the trusts. Item 5. Interest in Securities of the Issuer (a) Amount and percentage beneficially owned: Reporting Person: 3,586,250 shares, including 3,567,869 shares held directly by Realty Investment Company, a real estate management and investment company in which the SBJ Trust is a stockholder and shares voting authority. CUSIP No. 404134-10-8 13D Page 4 of 5 Also includes 18,000 shares which Mr. Bainum, Jr. has the right to acquire pursuant to stock options which are presently exercisable or which become exercisable within sixty days. Also includes 381 shares held in the 401K retirement plan of the Issuer for the benefit of Mr. Bainum, Jr. (b) Number of shares as to which such person has: (i) Sole Voting Power 18,381 (ii) Shared Voting Power 3,567,869 (iii) Sole Dispositive Power 18,381 (iv) Shared Dispositive Power 3,567,869 (c) A schedule of transactions effected in the last sixty days is as follows: Stewart Bainum, Jr. Declaration of Trust: ----------------------------------------- Received _____179,679 shares as a distribution from MidPines Associates LP - 12/15/00 Received 42,205 shares as a distribution from the Stewart Bainum, Jr. Grantor Retained Annuity Trust - 12/18/00 Sold 221,884 shares 12/19/00 $19.0640 Stewart Bainum, Jr. Grantor Retained Annuity Trust: ---------------------------------------------------- Received ____162,330 shares as a distribution from MidPines Associates LP - 12/15/00 Distributed 42,205 to Stewart Bainum, Jr. Declaration of Trust - 12/18/00 Sold 120,125 shares 12/19/00 $19.0640 Trusts for the benefit of Mr. Bainum's minor children: ------------------------------------------------------ Received ____6,768 shares as a distribution from MidPines Associates LP - 12/15/00 Sold 5,846 shares 12/19/00 $19.5000 Sold 922 shares 12/20/00 $19.5023 (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 CUSIP No. 404134-10-8 13D Page 5 of 5 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: December 26, 2000 /s/ Stewart Bainum, Jr. ----------------------------------------- Stewart Bainum, Jr. -----END PRIVACY-ENHANCED MESSAGE-----