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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
CHOICE HOTELS INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
170-380-10-9
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(CUSIP Number)
Patricia Bowditch (301) 495-4400
8737 Colesville Road, Suite 800, Silver Spring, MD 20910
___________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 1, 1996
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(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 ( ).
*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).
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CUSIP No. 170-380-10-9 13D Page 2 of 5
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stewart Bainum, Jr.
S.S. #: ###-##-####
2 Check the Appropriate Box if a Member of a Group*
(a) ( ) (b) ( )
3 SEC Use Only
4 Source of Funds
00
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 Shares Beneficially
Owned by Each Reporting Person with:
7 Sole Voting Power 800,963
8 Shared Voting Power 5,347,497
9 Sole Dispositive Power 10,633,974
10 Shared Dispositive Power 5,347,497
11 Aggregate Amount Beneficially Owned by Each Reporting Person
15,981,471
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
25.08%
14 Type of Reporting Person
IN
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CUSIP No. 170-380-10-9 13D Page 3 of 5
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Item 1. Security and Issuer
(a) Name of Issuer:
Choice Hotels International, 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. Identify and Background
(a) Name:
Stewart Bainum, Jr.
(b) Business Address:
11555 Darnestown Road
Gaithersburg, MD 20878
(c) Present Principal Employment:
Chief Executive Officer: Manor Care, Inc.
11555 Darnestown Road
Gaithersburg, MD 20878
(d) Record of Convictions:
During the last five years, Stewart Bainum, Jr. has not been
convicted in a criminal proceeding (excluding traffic violations
or simililar misdemeanors.)
(e) Record of Civil Proceedings:
During the last five years, Stewart Bainum, Jr. was not a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating such activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship:
Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person utilized no funds in the acquisition of the
securities of the issuer triggering the filing of this 13D.
Item 4. Purpose of Transaction
All of the Shares were acquired by the Reporting person in
transactions which involved no independent action on the part of the
Reporting Person. All of the Shares of Common Stock of Choice were
distributed to shareholders of Manor Care, Inc. (its former parent) on
November 1, 1996. On December 31, 1996 a family real estate and
investment corporation owning shares of the issuer was recapitalized
in connection with such corporation's conversion to a Subchapter S tax
status, resulting in an increase in the indirect ownership of the
Reporting Person. The Reporting Person holds the Shares for investment
purposes. 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 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned: Reporting Person:
15,981,471 shares, including 549,152 shares owned directly by the
Stewart Bainum, Jr. Declaration of Trust dated March 13, 1996, the
sole trustee and beneficiary of which is the reporting person.
Also includes 5,417,761 shares owned by Bainum Associates Limited
Partnership ("Bainum Associates") and 4,415,250 shares owned by MC
Investments
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CUSIP No. 170-380-10-9 13D Page 4 of 5
Limited Partnership ("MC Investments"), in both of which Mr.
Bainum, Jr. is managing general partner with the sole right to
dispose of the shares; 3,567,869 shares held directly by Realty
Investment Company, Inc. ("Realty"), a real estate management and
investment company in which Mr. Bainum, Jr. has shared voting
authority; 1,779,628 shares owned by Mid Pines Associates Limited
Partnership ("Mid Pines"), in which Mr. Bainum, Jr. is managing
general partner and has shared voting authority and 10,600 shares
owned by the Foundation for Maryland's Future, in which Mr.
Bainum, Jr. is the sole director. Also includes 239,000 shares
which Mr. Bainum, Jr. has the right to acquire pursuant to stock
options which are presently exercisable or which become
exercisable within 60 days after the date of this report, and
1,504 and 707 shares, respectively, which Mr. Bainum, Jr. has the
right to receive upon termination of his employment with the
Company pursuant to the terms of the Choice Hotels International,
Inc. Retirement Savings and Investment Plan and the Choice Hotels
International, Inc. Nonqualified Retirement Savings and Investment
Plan.
(b) Number of shares as to which such person has:
(i) Sole Voting Power 800,963
(ii) Shared Voting Power 5,347,497
(iii) Sole Dispositive Power 10,633,974
(iv) Shared Dispositive Power 5,347,497
Reporting Person may be deemed to share power to vote and dispose
of shares (i) held by Mid Pines with siblings who are also general
partners, and (ii) held by Realty with other family members who
are shareholders of Realty.0
(c) A schedule of transactions effected in the last sixty days is as
follows:
On December 31, 1996, Mr. Bainum, Jr. became the beneficial owner
of 3,567,869 shares owned by Realty Investment Company ("Realty")
as a result of a capital restructuring of the voting shares of
Realty. Realty has owned these shares for more than ten years. As
a result of the restructuring, Mr. Bainum, Jr. has shared voting
authority of Realty and as such is deemed the beneficial owner of
all of the shares of the Company held by Realty.
On January 28, 1997, Mr. Bainum Jr. exercised options to acquire
375,000 and 90,000 shares of stock of the Company at an exercise
price of $4.7827 and $3.6971, respectively.
On February 1, 1997, a capital distribution of 2,900,000 shares
was made to a family member/partner by Mid Pines Associates, a
limited partnership over which Mr. Bainum, Jr. shares voting and
disposition control as Managing General Partner.
(d) Ownership of more than five percent on behalf of Another Person:
To the extent that shares of the issuer identified in Item 5(a)
are held by corporations or partnerships, other shareholders and
partners, respectively, have the right to receive dividends from,
or the proceeds from the sale of the shares to the extent of their
proportionate interests in such entities. To the best of the
reporting person's knowledge, other than Stewart and Jane Bainum,
the reporting person's parents, and Bruce Bainum, Roberta Bainum
and Barbara Bainum,
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CUSIP No. 170-380-10-9 13D Page 5 of 5
the reporting person's siblings, no other person has such interest
relating to more than 5% of the outstanding class of securities.
(e) Ownership of Less than Five Percent:
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Not applicable.
Item 7. Material to be Filed as Exhibits
None
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: February 14, 1997
/s/ Stewart Bainum, Jr.
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Stewart Bainum, Jr.
