-----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, EEKlh4Yp0GnZ7/esRbC9xR7r+WFBpYbjcEghNS82njejxWp8ndapH3TxDxiTLHD9 P+IJUBNoqTN3NxFBzTpcSA== 0001017918-97-000033.txt : 19970521 0001017918-97-000033.hdr.sgml : 19970521 ACCESSION NUMBER: 0001017918-97-000033 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970520 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHOICE HOTELS INTERNATIONAL INC CENTRAL INDEX KEY: 0001018146 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 521985619 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47377 FILM NUMBER: 97611916 BUSINESS ADDRESS: STREET 1: 10750 COLUMBIA PIKE CITY: SILVER SPRING STATE: MD ZIP: 20901 BUSINESS PHONE: 3015935600 FORMER COMPANY: FORMER CONFORMED NAME: CHOICE HOTELS HOLDINGS INC DATE OF NAME CHANGE: 19960705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANCO INC CENTRAL INDEX KEY: 0001017918 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133390015 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 767 PARK AVE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125832000 MAIL ADDRESS: STREET 1: 767 PARK AVE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 7 Page 1 of 6 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.7)* CHOICE HOTELS HOLDINGS INC. ----------------------------------------------------- (Name of Issuer) COMMON STOCK ----------------------------------------------------- (Title of Class of Securities) 170380109 ----------------------------------------------------- (CUSIP Number) Linda S. Martinson, Esq. (212) 583-2000 767 Fifth Avenue, 24th Floor, New York, NY 10153 ----------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MAY 13, 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 [ ]. (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 disclosures provided in a prior cover page. The information required on 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). SEC 1746 (12-91) Schedule 13D, Amendment No. 7 (continued) CUSIP No. 170380109 Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ronald Baron - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 7 SOLE VOTING POWER SHARES 1,627,720 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 10,081,163 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 1,627,720 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 10,081,163 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,708,883 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 3 of 6 Pages Item 1. Security and Issuer (a) Name of Issuer: Choice Hotels Holdings, 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. Identity and Background (a) Name: Ronald Baron (b) Business Address: 767 Fifth Avenue 24th Floor New York, NY 10153 (c) Present Principal Employment: President: Baron Capital Management, Inc., BAMCO, Inc., Baron Capital, Inc. 767 Fifth Avenue 24th Floor New York, NY 10153 (d) Record of Convictions: No material change. (e) Record of Civil Proceedings: No material change. (f) Citizenship: No material change. Item 3. Source and Amount of Funds or Other Consideration Reporting Person owns 163,620 shares of the issuer directly, paid for with cash for an aggregate purchase price of $1,001,281. As General Partner of Baron Capital Partners, L.P., and Baron Investment Partners, L.P.,(the "Partnerships") investment partnerships, he directed the purchase of 1,464,100 shares for the account of the Partnerships for an aggregate purchase price of $20,809,871. Those shares were paid for by cash assets in the Partnerships' accounts and by margin borrowings pursuant to the standard margin agreement of Spear, Leeds and Kellogg. An additional 8,253,400 shares were purchased for an aggregate purchase price of $120,187,197 for the accounts of two investment companies registered under the Investment Company Act of 1940, Baron Asset Fund and Baron Growth & Income Fund, which are advised by BAMCO, Inc. ("BAMCO"), a registered investment adviser which is controlled by Ronald Baron. An additional 1,827,763 shares were purchased for an aggregate purchase price of $25,503,826 for the accounts of investment advisory clients of Baron Capital Management, Inc.("BCM"), a registered investment adviser controlled by Ronald Baron. All of thoses shares were paid for by cash assets in the accounts of the investment companies and advisory clients. Page 4 of 6 Pages Item 4. Purpose of Transaction No material change. Item 5. Interest in Securities of the Issuer (a) Amount and percentage beneficially owned: Reporting Person: (i)10,081,163 shares in his capacity as a controlling person of BAMCO and BCM. Reporting Person disclaims that he is the beneficial owner of these shares. (ii) 1,464,100 shares in his capacity as General Partner of BCP and BIP. (iii) 163,620 shares personally. (b) Number of shares as to which such person has: (i) sole power to vote or direct the vote: 1,627,720 (ii) shared power to vote or direct the vote: 10,081,163 (iii) sole power to dispose or to direct the disposition: 1,627,720 (iv) shared power to dispose or direct the disposition: 10,081,163 Reporting Person may be deemed to share power to vote and dispose of shares referred to herein as a result of his control of the investment advisers for whose advisory clients he is reporting. He may be deemed to have sole power to vote and direct the disposition of the shares referred to above to by reason of being a general partner of the Partnerships. (c) A schedule of transactions effected in the last sixty days is attached hereto. (d) Ownership of More than Five Percent on Behalf of Another Person: The investment advisory clients have the right to receive the dividends from, or the proceeds from the sale of the securities in their respective accounts. To the best of Reporting Person's knowledge, no person has such interest relating to more than 5% of the outstanding class of securities, except that Baron Asset Fund owns 6,270,000 (9.9%) of the shares reported herein. (e) Ownership of Less than Five Percent: Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer No material change. Item 7. Material to be Filed as Exhibits Exhibit 99 - 60 days of trading. 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: May 20, 1997 /s/ Ronald Baron _______________________________________ Ronald Baron EX-99 2 60-DAY TRANSACTION SCHEDULE Page 6 of 6 Pages Transaction Schedule From 03-16-97 To 05-16-97 Acct Exec. Date ID Trans Qty Price - -------- ---- ----- --------- --------- 03-17-97 bgi by 20,000 14.6875 03-19-97 bgi by 5,000 14.0000 03-21-97 bgi by 5,000 14.3750 03-24-97 bcm4 by 5,000 14.3750 03-25-97 bcm4 by 5,000 14.3300 03-26-97 bcm4 by 5,000 14.3750 04-01-97 bcm4 by 10,000 13.7217 04-01-97 bcm4 by 5,000 13.7217 04-02-97 bcm4 by 3,000 13.7500 04-02-97 bcm4 by 300 13.7500 04-02-97 bcm4 by 1,000 13.7500 04-03-97 bcm4 by 5,000 13.6250 04-03-97 bcp by 50,000 13.5000 04-04-97 baf by 102,000 13.2500 04-04-97 bcm4 by 2,000 13.2500 04-07-97 bcm4 by 3,000 14.0712 04-07-97 bcm4 by 10,000 14.0710 04-08-97 bcm4 by 2,000 14.0938 04-16-97 bcm4 by 30,000 13.8750 04-16-97 bgi by 10,000 13.8750 04-21-97 bgi by 10,000 13.2500 04-22-97 bgi by 5,000 13.2500 04-30-97 bgi by 15,000 14.0000 05-01-97 bcm4 by 5,000 14.0634 05-01-97 bcm4 by 5,000 14.0634 05-01-97 bcm4 by 1,275 14.0634 05-01-97 bcm4 by 900 14.0634 05-02-97 bcm4 by 5,000 14.1250 05-02-97 bcm4 sl 16,700 14.0000 05-02-97 bcp by 20,000 13.8750 05-02-97 bgi by 25,000 13.8750 05-05-97 bgi by 15,000 14.0417 05-06-97 bgi by 20,000 13.7500 05-07-97 bcp by 5,000 13.9219 05-07-97 bgi by 15,000 13.9219 05-08-97 bcm4 by 10,000 13.8750 05-08-97 bgi by 10,000 13.8750 05-08-97 bgi by 10,000 13.8750 05-09-97 bgi by 30,000 13.8472 05-09-97 bip by 15,000 13.8472 05-12-97 bcp by 5,000 14.0000 05-12-97 bgi by 45,000 14.0000 05-12-97 bip by 15,000 14.0000 05-13-97 bcm4 by 3,000 14.0000 05-13-97 bcm4 by 3,000 14.0000 05-13-97 bcm4 by 2,000 14.0000 05-13-97 bcm4 by 1,000 14.0000 05-13-97 bcp by 20,000 14.0000 05-13-97 bgi by 20,800 14.0000 05-13-97 bgi by 10,000 14.0000 05-14-97 bcp by 20,000 14.3489 05-14-97 bgi by 58,600 14.3489 05-14-97 bip by 10,000 14.3489 05-15-97 bcp by 22,100 14.2500 05-15-97 bgi by 60,700 14.2500 05-15-97 bip by 20,000 14.2500 05-16-97 bcp by 12,000 14.3586 05-16-97 bgi by 13,300 14.3586 -----END PRIVACY-ENHANCED MESSAGE-----