-----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, LlW5IQLlwFqnUsOBImHHL/TA5SmdEux0GpCxcVUndrWWRbjeHY8I8/OQFxo0uKQf 2hnQjE9iBXgPFQJ+i/bLYQ== 0000950172-00-000442.txt : 20000307 0000950172-00-000442.hdr.sgml : 20000307 ACCESSION NUMBER: 0000950172-00-000442 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000303 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: SEC FILE NUMBER: 005-19322 FILM NUMBER: 560380 BUSINESS ADDRESS: STREET 1: 11555 DARNESTOWN RD CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: 3017974000 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: 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 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 and Securities) 404134-10-8 --------------------------------------------------------- (CUSIP Number) Lisa Bellamy (301) 592-1300 Realty Investment Company, Inc. 10770 Columbia Pike, Suite 100, Silver Spring, Maryland 20901 --------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 3, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), 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). 13D CUSIP No. 404134-10-8 ------------------------------------------------------------- This Statement constitutes Amendment no. 3 to the statement on Schedule 13D filed with the Securities and Exchange Commission ("Schedule 13D") by Stewart Bainum, Jr. on October 5, 1998, as amended, in connection with his beneficial ownership of shares of the capital stock of Manor Care, Inc. Terms not defined in this Amendment shall have the respective meaning ascribed to such terms in the Schedule 13D. Item 4. Purpose of the Transaction Item 4 is hereby amended and restated in its entirety to read as follows: The Reporting Person recently had discussions with Mr. William H. Longfield, a director and Co-Chair of a Special Committee of the Board of Directors of Manor Care, Inc. (the "Issuer"), relating to the Reporting Person's interest, in light of the Reporting Person's understanding that the Special Committee is considering a buyout proposal for the Company, in exploring a possible recapitalization or leveraged buyout transaction involving the Issuer. The Reporting Person is speaking with several sources of equity and/or debt financing to obtain the funds necessary for such a transaction. On March 3, 2000, the Reporting Person sent a letter to Mr. Longfield, a copy of which is attached as an exhibit to this Schedule 13D and is incorporated herein by reference. No assurances can be given as to whether or not the Reporting Person will submit a proposal to the Special Committee or as to the terms and conditions thereof. In addition, if a proposal is submitted, no assurances can be given as to whether it would be acceptable to the Special Committee or the Board of Directors of the Issuer or whether any such proposal would result in a definitive agreement being executed. In the event that the Reporting Person proceeds with formulating a proposal with respect to the Issuer, it is expected that the Reporting Person's family members would participate in any such transaction. In the event that the Reporting Person does not formulate a proposal, he presently intends to review his involvement in the Issuer on a continuing basis and reserves the right to maintain his holdings at current levels, or sell or exchange all or a portion of his holdings in the open market or in privately negotiated transactions or otherwise. Any such actions will depend upon, among other things, the availability of Shares for purchase at satisfactory price levels; the continuing evaluation of the Issuer's business, financial condition, operations and prospects; general market, economic and other conditions; the relative attractiveness of alternative business and investment opportunities; the availability of financing; the actions of the management and Board of Directors of the Issuer; and other future developments. The Reporting Person was contacted on behalf of the Issuer over the last several months, regarding his possible interest in negotiating an exchange of his shares in the Issuer for certain assets of the Issuer. After preliminary discussions, this matter was not pursued. Except as set forth above, the Reporting Person has no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 7. Material to be Filed as Exhibits 99.1 Letter from the Reporting Person to Mr. William H. Longfield dated March 3, 2000. 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: March 3, 2000 /s/ Stewart Bainum, Jr. ----------------------- Stewart Bainum, Jr. EX-99 2 EXHIBIT 99.1- LETTER FROM THE REPORTING PERSON Exhibit 99.1 Stewart Bainum, Jr. 10750 Columbia Pike Silver Spring, Maryland 20901 March 3, 2000 Mr. William H. Longfield Co-Chairman, Special Committee of Board of Directors of Manor Care, Inc. c/o C. R. Bard, Inc. 730 Central Avenue Murray Hill, NJ 07974 Dear Bill: As we discussed in our recent conversations, in light of my understanding that a Special Committee of the Board of Directors of Manor Care, Inc. (the "Company") is considering a buyout proposal for the Company, I am writing to express my interest in pursuing a possible recapitalization, leveraged buyout or similar transaction with the Company. I expect such a transaction would be at a share price significantly in excess of the current price. I am speaking with several sources of equity and/or debt financing to obtain the necessary funds for such a transaction. I expect that my family members would participate in the transaction. As I mentioned, I have retained Banc of America Securities LLC and Skadden, Arps, Slate, Meagher & Flom LLP to provide financial and legal advice regarding this transaction. My equity/debt financing sources will, of course, need to have fair access to non-public information regarding the Company. I would be willing to sign a customary and mutually acceptable confidentiality agreement before you furnish any such non-public information. Once my financing sources and I have been provided with the opportunity to review the requested information, we will be in a position to move promptly in presenting a definitive proposal to the Special Committee. I look forward to working with the Special Committee and its advisors on a constructive basis to obtain the best possible transaction for the Company and its shareholders. This letter represents an expression of interest and is not intended to be binding or create any obligation with respect to a transaction. Very truly yours, /s/ Stewart Bainum, Jr. ----------------------- Stewart Bainum, Jr. cc: Mr. Robert G. Siefers, Co-Chairman, Special Committee -----END PRIVACY-ENHANCED MESSAGE-----