-----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, SaJE8bciMUsvXXSO05U8fb/bW8mFeypJHDuSriV1LPml3iVqzrHjmLVGkZFaZf7j MR7BQXTqHNn2ALunR5Vb0A== 0001017918-97-000035.txt : 19970624 0001017918-97-000035.hdr.sgml : 19970624 ACCESSION NUMBER: 0001017918-97-000035 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970623 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE INC/NEW CENTRAL INDEX KEY: 0000354604 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 521200376 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-19322 FILM NUMBER: 97627846 BUSINESS ADDRESS: STREET 1: 11555 DARNESTOWN RD CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: 3016819400 MAIL ADDRESS: STREET 1: 11555 DARNESTOWN RD CITY: GAITHERSBURG STATE: MD ZIP: 20878 FORMER COMPANY: FORMER CONFORMED NAME: MANOR CARE HOLDING CO DATE OF NAME CHANGE: 19810826 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. 6 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. 6)* MANOR CARE, INC. ----------------------------------------------------- (Name of Issuer) COMMON STOCK ----------------------------------------------------- (Title of Class of Securities) 564054104 ----------------------------------------------------- (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 28, 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. 6(continued) CUSIP No. 564054104 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 - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 868,620 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 7,107,839 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 868,620 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 7,107,839 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,976,459 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% - -------------------------------------------------------------------------------- 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: Manor Care, 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, purchased for an aggregate price of $1,726,344. As General Partner of Baron Capital Partners, L.P. and Baron Investment Partners, L.P.(the "Partnerships"), investment partnerships, he directed the purchase of 705,000 shares for the account of the Partnerships for an aggregate purchase price of $15,013,523. 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 & Kellogg. An additional 5,950,000 shares were purchased for an aggregate purchase price of $141,229,224 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 1,157,839 shares were purchased for an aggregate purchase price of $25,392,830 for the accounts of investment advisory clients of Baron Capital Management, Inc.("BCM") a registered investment adviser controlled by Ronald Baron. All of those shares were paid for by cash the assets in the accounts of the investment companies and advisory clients. Item 4. Purpose of Transaction No material change. Page 4 of 6 Pages Item 5. Interest in Securities of the Issuer (a) Amount and percentage beneficially owned: Reporting Person: (i) 7,107,839 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) 705,000 shares in his capacity as General Partner of the Partnerships. (iii) 163,620 shares personally. (b) Number of shares as to which such person has: (i) sole power to vote or direct the vote: 868,620 (ii) shared power to vote or direct the vote: 7,107,839 (iii) sole power to dispose or to direct the disposition: 868,620 (iv) shared power to dispose or direct the disposition: 7,107,839 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 BCP. (c) A schedule of transactions effected in the last forty-seven 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, an investment company registered under the Investment Company Act of 1940 and an advisory client of BAMCO, owns 5,230,000 (8.3%) 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 - 47 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: June 20, 1997 /s/ Ronald Baron _______________________________________ Ronald Baron EX-99 2 47-DAY TRANSACTION SCHEDULE Page 6 of 6 Pages Transaction Schedule From 04-30-97 To 06-16-97 Acct Exec. Date ID Trans Qty Price - -------- ----- ----- ------ --------- 04-30-97 baf by 60,000 23.1061 05-01-97 baf by 55,000 24.1343 05-01-97 bcm4 by 5,000 24.1343 05-01-97 bcm4 by 875 24.1343 05-01-97 bcm4 by 1,500 24.1343 05-01-97 bgi by 5,000 24.1343 05-02-97 baf by 35,000 24.3412 05-02-97 bcm4 by 2,000 24.3412 05-05-97 baf by 49,500 25.1376 05-06-97 baf by 53,900 25.2141 05-07-97 baf by 21,600 25.2749 05-07-97 baf by 5,000 25.3750 05-08-97 baf by 50,000 25.9843 05-09-97 baf by 25,000 25.9060 05-12-97 baf by 10,000 26.1250 05-12-97 baf by 15,000 26.3325 05-13-97 baf by 10,000 26.0000 05-13-97 baf by 25,000 26.3000 05-14-97 baf by 30,000 26.1875 05-15-97 baf by 30,000 25.9404 05-16-97 baf by 25,000 26.6720 05-19-97 baf by 45,000 26.3048 05-20-97 baf by 10,000 26.3488 05-21-97 baf by 10,000 27.0275 05-21-97 baf by 10,000 27.0413 05-22-97 baf by 25,000 26.8800 05-23-97 baf by 5,000 27.6250 05-23-97 bcm4 by 3,000 27.7500 05-27-97 baf by 20,800 27.0601 05-27-97 bcm4 by 1,500 27.0000 05-28-97 baf by 9,200 28.1250 05-28-97 bcm4 by 2,500 28.1250 05-29-97 baf by 2,800 28.0000 05-29-97 bcm4 by 5,500 27.9932 05-30-97 baf by 22,600 28.3162 05-30-97 bcm4 by 6,500 28.3162 06-02-97 baf by 9,600 28.4870 06-02-97 bcm4 by 3,000 28.3750 06-03-97 baf by 7,000 29.4525 06-03-97 bcm4 by 3,000 29.4525 06-04-97 baf by 19,500 29.6618 06-04-97 bcm4 by 3,000 29.6618 06-04-97 bcm4 by 3,000 29.6618 06-05-97 baf by 10,000 29.9375 06-05-97 bcm4 by 10,000 29.9375 06-09-97 baf by 13,500 30.5090 06-09-97 bcm4 by 13,000 30.5090 06-10-97 baf by 5,000 31.3063 06-10-97 bcm4 by 5,000 31.3063 06-11-97 baf by 10,000 30.8490 06-11-97 bcm4 by 2,000 30.8490 06-12-97 baf by 10,000 30.8750 06-13-97 baf by 10,000 31.0000 06-16-97 baf by 10,000 31.0000 -----END PRIVACY-ENHANCED MESSAGE-----