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.1)*
CHOICE HOTELS HOLDINGS INC.
-----------------------------------------------------
(Name of Issuer)
COMMON STOCK
-----------------------------------------------------
(Title of Class of Securities)
170380109
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(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)
-----------------------------------------------------
(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)<PAGE>
<PAGE>
Schedule 13D, Amendment No. 1 (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 728,620
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 6,047,864
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 728,620
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,047,864
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,776,484
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
<PAGE>
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 565,000 shares for the
account of the Partnerships for an aggregate purchase price of
$6,612,431. 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 5,093,500 shares were purchased for an aggregate
purchase price of $69,990,141 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 954,364 shares were purchased for an aggregate purchase
price of $11,519,771 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>
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)6,047,864 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) 565,000
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:
728,620
(ii) shared power to vote or direct the vote:
6,047,864
(iii) sole power to dispose or to direct the disposition:
728,620
(iv) shared power to dispose or direct the disposition:
6,047,864
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 4,513,500 (7.2%) 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: December 3, 1996
/s/ Ronald Baron
_______________________________________
Ronald Baron
Transaction Schedule
From 10-02-96 To 12-02-96
Acct Exec.
Date ID Acty Qty Price
- -------- ---- ---- ------ ---------
10-03-96 baf by 10,000 13.9058
10-03-96 bcm4 by 5,000 13.9058
10-03-96 bcm4 by 2,000 13.9058
10-03-96 bcm4 by 4,200 13.9058
10-03-96 bcm4 by 800 13.9058
10-03-96 bgi by 5,000 13.9058
10-04-96 baf by 10,000 14.0724
10-24-96 baf by 12,500 15.2100
10-25-96 baf by 5,000 14.2926
10-25-96 baf by 22,500 15.1850
10-28-96 baf by 20,000 14.1843
10-28-96 baf by 10,000 15.3100
10-28-96 bgi by 5,000 14.1843
10-29-96 baf by 10,000 14.3280
10-29-96 baf by 2,000 15.4475
10-31-96 baf by 66,000 15.2674
11-01-96 baf by 47,000 15.1558
11-05-96 baf by 10,000 14.6250
11-05-96 bgi by 5,000 14.6250
11-06-96 baf by 5,000 15.2500
11-08-96 baf by 5,000 15.3750
11-08-96 baf by 7,500 15.3750
11-11-96 baf by 17,500 15.4758
11-11-96 bcm4 by 2,600 15.4758
11-13-96 baf by 75,000 15.2461
11-13-96 bgi by 40,000 15.2461
11-14-96 baf by 80,000 15.0295
11-14-96 bcm4 by 1,800 15.0295
11-14-96 bcm4 by 10,000 15.0295
11-14-96 bcm4 by 10,000 15.0295
11-14-96 bcp by 40,000 15.0295
11-14-96 bgi by 10,000 15.0295
11-15-96 baf by 226,200 15.2687
11-15-96 bcm4 by 3,000 15.2687
11-15-96 bcp by 25,000 15.2687
11-15-96 bgi by 30,000 15.2687
11-18-96 baf by 8,800 15.3750
11-18-96 bgi by 20,000 15.3750
11-19-96 baf by 40,000 15.5781
11-20-96 baf by 50,000 15.6875
11-20-96 bcm4 by 5,000 15.6875
11-21-96 baf by 35,000 15.4629
11-22-96 baf by 40,000 14.9072
11-22-96 bcm4 by 2,000 14.9072
11-25-96 baf by 115,000 14.4508
11-26-96 baf by 95,500 13.9951
11-26-96 bcm4 by 2,000 13.9951
11-26-96 bcm4 by 5,000 13.9951
11-26-96 bcm4 by 20,000 13.9951
11-26-96 bcm4 by 8,000 13.9951
11-26-96 bcm4 by 43,800 13.9372
11-26-96 bcm4 by 12,800 13.9951
11-26-96 bcm4 by 2,200 13.9951
11-26-96 bgi by 20,000 13.9951
11-27-96 baf by 70,000 14.2670
11-27-96 bgi by 40,000 14.2670
11-29-96 baf by 18,000 15.2655
11-29-96 bcm4 by 10,000 15.2500
11-29-96 bcm4 by 500 15.2655
11-29-96 bcm4 by 600 15.2655
11-29-96 bcm4 by 4,500 15.2655
11-29-96 bcm4 by 2,000 15.2500
11-29-96 bcm4 by 2,500 15.3750
11-29-96 bcm4 by 2,000 15.2655
11-29-96 bcm4 by 600 15.2655
11-29-96 bcm4 by 600 15.2655
11-29-96 bcm4 by 1,500 15.2655
11-29-96 bcm4 by 2,000 15.2655
11-29-96 bcm4 by 500 15.2655
11-29-96 bcm4 by 700 15.2655
11-29-96 bcm4 by 15,000 15.3691
11-29-96 bcm4 by 6,800 15.2655
11-29-96 bcm4 by 1,200 15.2655
11-29-96 bgi by 20,000 15.2655
12-02-96 bcm4 by 177,500 15.1937
