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.3)*
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)
December 16, 1996
-----------------------------------------------------
(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. 3 (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 823,620
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 7,409,264
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 823,620
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
7,409,264
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,232,884
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
- --------------------------------------------------------------------------------
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 660,000 shares for the
account of the Partnerships for an aggregate purchase price of
$8,126,182. 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 6,145,500 shares were purchased for an aggregate
purchase price of $86,841,401 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 1,263,764 shares were purchased for an aggregate purchase
price of $16,503,366 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)7,409,264 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) 660,000
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:
823,620
(ii) shared power to vote or direct the vote:
7,409,264
(iii) sole power to dispose or to direct the disposition:
823,620
(iv) shared power to dispose or direct the disposition:
7,409,264
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 five 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 5,465,500 (8.7%) 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 - 5 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 17, 1996
/s/ Ronald Baron
_______________________________________
Ronald Baron
Transaction Schedule
From 12-11-96 To 12-16-96
Acct Exec.
Date ID Atvy Qty Price
- -------- ---- ---- ------- ---------
12-11-96 baf by 70,000 16.0000
12-11-96 baf by 158,200 15.9108
12-11-96 bcm4 by 10,000 15.9108
12-11-96 bcm4 by 4,000 15.9108
12-11-96 bcm4 by 10,000 15.8750
12-11-96 bip by 5,000 15.9108
12-12-96 baf by 30,800 16.0627
12-12-96 bcm4 by 5,000 16.0627
12-12-96 bcm4 by 10,000 16.0627
12-12-96 bcm4 by 4,500 16.0627
12-12-96 bcp by 20,000 16.0627
12-13-96 baf by 237,900 15.6997
12-13-96 bcm4 by 5,000 15.6997
12-13-96 bcm4 by 10,000 15.6997
12-13-96 bcm4 by 10,000 15.7500
12-13-96 bcp by 20,000 15.6997
12-13-96 bgi by 10,000 15.6997
12-13-96 bip by 5,000 15.6997
12-16-96 baf by 69,600 15.5294
12-16-96 bcm4 by 10,000 15.5294
12-16-96 bcm4 by 10,000 15.5294
12-16-96 bcp by 20,000 15.5294
12-16-96 bgi by 20,000 15.5294
