-----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, E3xzEhQevB6lghwAujLCs/1byKPhm2KAe0I9MAsDxWN87TutPfD69miRMAN6ELgZ 74NIJAURmcmxRfOBNFHc/w== 0000928385-00-003532.txt : 20001228 0000928385-00-003532.hdr.sgml : 20001228 ACCESSION NUMBER: 0000928385-00-003532 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001227 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: 795899 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/ CENTRAL INDEX KEY: 0000903871 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 213445874 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O MANOR CARE INC STREET 2: 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 FORMER COMPANY: FORMER CONFORMED NAME: BAINUM STEWART DATE OF NAME CHANGE: 19930506 SC 13D/A 1 0001.txt AMENDMENT #3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Manor Care, Inc. ----------------------------------------------------------- (Name of Issuer) Common Stock ----------------------------------------------------------- (Title of Class of Securities) 404134-10-8 ------------------------------------------------------------ (CUSIP Number) Christine A. Shreve - 301-881-9854 11810 Parklawn Drive, Suite 200, Rockville, MD 20852 ----------------------------------------------------------------- (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 6 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Stewart Bainum Jane Bainum S.S.#: ###-##-#### S.S.#: ###-##-#### - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x] (b) [ ] - ---------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) 00 - ---------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ---------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ---------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 899,723 ------------------------------------------------------------------------ 8 SHARED VOTING POWER 4,393,543 ------------------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 899,723 ------------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 4,393,543 - ---------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,293,266 - ---------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - ---------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.17% - ---------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions IN - ---------------------------------------------------------------------------- CUSIP No. 404134-10-8 13D Page 3 of 6 I 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 Jane Bainum (b) Business Address: 10770 Columbia Pike, Suite 100 Silver Spring, MD 20901 (c) Present Principal Employment: Stewart Bainum is the Chairman of Commonweal Foundation, Inc. 10770 Columbia Pike, Suite 100 Silver Spring, MD 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. CUSIP No. 404134-10-8 13D Page 4 of 6 Item 3. Source and Amount of Funds or Other Consideration. The Reporting Person utilized no funds in the transactions triggering the filing of this amendment. Item 4. Purpose of the Transaction. The reporting person contributed 3,706,165 shares from the Stewart Bainum Declaration of Trust to the Commonweal Foundation, a private operating foundation for which the Reporting Person is Chairman of the Board of Directors. As reflected in Item 5(c)below, many of these shares were subsequently sold by the charitable foundation. Item 5. Interest in Securities of Issuer. (a) Amount and Percentage Beneficially Owned: 5,293,266 shares, including 500 shares held by the Stewart Bainum Declaration of Trust in which Mr. Bainum is the Trustee and beneficiary; 3,567,869 shares held directly by Realty Investment Company, a real estate management and investment company in which the Stewart Bainum Declaration of Trust is a stockholder and Mr. Bainum is a Director and shares voting authority; 825,674 shares held by the Commonweal Foundation of which Mr. Bainum is Chairman and has shared voting authority; 799,223 shares held by the Jane Bainum Declaration of Trust in which Mr. Bainum's wife is Trustee and beneficiary; and 100,000 shares owned by Edelblut Partners, LP in which Mr. Bainum is controlling stockholder of the General Partner. (b) Number of shares as to which such person has: (i) Sole Voting Power: 899,723 (ii) Shared Voting Power: 4,393,543 (iii) Sole Dispositive Power: 899,723 (iv) Shared Dispositive Power: 4,393,543 (c) Transactions effected in the last sixty days: Commonweal Foundation: ---------------------- Sold 22,000 shares 12/06/00 $16.8065 Sold 1,000 shares 12/06/00 $16.8750 Sold 79.750 shares 12/07/00 $16.6580 Sold 18,250 shares 12/07/00 $16.7422 Sold 147,900 shares 12/08/00 $16.8089 Sold 33,900 shares 12/08/00 $16.8214 Sold 185,000 shares 12/11/00 $16.8505 Sold 7,500 shares 12/11/00 $16.9166 Sold 93,350 shares 12/12/00 $16.6694 Sold 2,500 shares 12/12/00 $16.5000 Sold 53,500 shares 12/13/00 $16.2908 Sold 8,700 shares 12/13/00 $16.4124 CUSIP No. 404134-10-8 13D Page 5 of 6 Sold 42,500 shares 12/13/00 $16.2574 Sold 6,800 shares 12/14/00 $16.3171 Sold 571,189 shares 12/14/00 $16.7020 Sold 203,361 shares 12/15/00 $16.7665 Sold 97,500 shares 12/15/00 $17.8811 Sold 142,177 shares 12/18/00 $18.9756 Sold 11,415 shares 12/18/00 $18.0000 Sold 143,821 shares 12/18/00 $19.1889 Sold 222,033 shares 12/18/00 $19.1056 Sold 301,200 shares 12/19/00 $19.1419 Sold 81,855 shares 12/19/00 $19.3047 Sold 202,586 shares 12/20/00 $19.3308 Sold 603,168 shares 12/20/00 $19.3261 Sold 10,736 shares 12/20/00 $19.5938 Sold 696,000 shares 12/21/00 $18.8384 Sold 368,000 shares 12/22/00 $19.1895 Rec'd contribution of 1,000,000 shares 12/15/00 Rec'd contribution of 2,706,165 shares 12/20/00 Stewart Bainum Declaration of Trust: ------------------------------------ Received _____500 shares as a distribution from MidPines Associates LP - 12/15/00 Made charitable contribution of 1,000,000 shares 12/15/00 Made charitable contribution of 2,706,165 shares 12/20/00 Jane Bainum Declaration of Trust: --------------------------------- Received _____512 shares as a distribution from MidPines Associates LP - 12/15/00 Edelblut Partners, LP: ---------------------- Received _____100,000 shares as a distribution from MidPines Associates LP - 12/15/00 (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 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. Shares of Common Stock beneficially owned by Stewart Bainum, Jr., Bruce Bainum, Roberta Bainum and Barbara Bainum are separately reported by these individuals. CUSIP No. 404134-10-8 13D Page 6 of 6 (e) Ownership of less than five percent: Not applicable. Item 6. Contracts, Arrangements, Understanding 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: December 26, 2000 /s/ Stewart Bainum - ------------------- Stewart Bainum /s/ Jane Bainum - ---------------- Jane Bainum -----END PRIVACY-ENHANCED MESSAGE-----