-----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, ERC9ViLu32JLY5fAJhshnvS5SEUVErmpgyjXX2yL99BPndoUbRtaaNJHsqSMtZhO idpk/lqkofXXFLqimNkQ/Q== 0001017918-97-000005.txt : 19970122 0001017918-97-000005.hdr.sgml : 19970122 ACCESSION NUMBER: 0001017918-97-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970121 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: 97508294 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. 5 Page 1 of 7 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.5)* 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) January 16, 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. 5 (continued) CUSIP No. 170380109 Page 2 of 7 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 1,223,620 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 8,962,988 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 1,223,620 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 8,962,988 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,186,608 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 3 of 7 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 1,060,000 shares for the account of the Partnerships for an aggregate purchase price of $14,767,740. 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 7,388,000 shares were purchased for an aggregate purchase price of $107,406,377 for the accounts of two investment companies registered under the Investment Company Act of 1940, Baron Asset Fund and Baron Growth & Income Fund, (the "Baron Funds"), which are advised by BAMCO, Inc. ("BAMCO"), a registered investment adviser which is controlled by Ronald Baron. An additional 1,574,988 shares were purchased for an aggregate purchase price of $21,656,080 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 7 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)8,962,988 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) 1,060,000 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: 1,223,620 (ii) shared power to vote or direct the vote: 8,962,988 (iii) sole power to dispose or to direct the disposition: 1,223,620 (iv) shared power to dispose or direct the disposition: 8,962,988 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 eleven 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 6,168,000 (9.8%) 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 - 11 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: January 21, 1997 /s/ Ronald Baron _______________________________________ Ronald Baron EX-99 2 11-DAY TRANSACTION SCHEDULE Transaction Schedule From 01-07-97 to 01-17-97 Acct Exec. Date ID Actvy Qty Price - -------- ---- ----- ------- --------- 01-07-97 bcm4 by 10,000 16.8750 01-07-97 bcm4 by 3,000 16.7879 01-07-97 bcm4 by 28,000 16.7879 01-07-97 bcm4 by 500 16.7879 01-07-97 bcp by 27,500 16.7879 01-07-97 bgi by 10,000 16.7500 01-07-97 bgi by 17,000 16.7879 01-07-97 bip by 8,000 16.7879 01-08-97 bcm4 by 2,000 16.8616 01-08-97 bcm4 by 2,000 16.8616 01-08-97 bcm4 by 12,000 16.8616 01-08-97 bcm4 by 5,000 16.7500 01-08-97 bcp by 30,000 16.8616 01-08-97 bgi by 35,000 16.8616 01-09-97 bcm4 by 1,000 16.7500 01-09-97 bcp by 15,000 16.8173 01-09-97 bgi by 50,000 16.8173 01-10-97 bcm4 by 20,000 16.7173 01-10-97 bcp by 20,000 16.7173 01-10-97 bgi by 25,000 16.7173 01-13-97 bcm4 by 10,000 16.6625 01-13-97 bcp by 53,100 16.6625 01-13-97 bgi by 35,000 16.6625 01-14-97 bcm4 by 10,000 16.5721 01-14-97 bcm4 by 28,000 16.5721 01-14-97 bcm4 by 30,000 16.5000 01-14-97 bcp by 26,900 16.5721 01-14-97 bgi by 34,400 16.5721 01-15-97 bcm4 by 10,000 16.3270 01-15-97 bcm4 by 2,124 16.3750 01-15-97 bcm4 by 7,000 16.5721 01-15-97 bcm4 by 10,000 16.3750 01-15-97 bgi by 35,600 16.3270 01-16-97 bcm4 by 15,000 15.8168 01-16-97 bgi by 50,100 15.8168 01-17-97 bcm4 by 3,000 15.9389 01-17-97 bcm4 by 5,000 15.9389 01-17-97 bcm4 by 15,000 15.9583 01-17-97 bcp by 40,000 15.9389 01-17-97 bgi by 39,900 15.9389 -----END PRIVACY-ENHANCED MESSAGE-----