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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. 1)*
SUNBURST HOSPITALITY CORPORATION
_____________________________________________________________
(Name of Issuer)
Common Stock
_____________________________________________________________
(Title of Class of Securities)
866948-10-2
_______________________________
(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)
April 19, 1999
_____________________________________________________________
(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. 866948-10-2 13D Page 2 of 4
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:
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<CAPTION>
<S> <C> <C>
7 Sole Voting Power 934,675
8 Shared Voting Power 2,502,956
9 Sole Dispositive Power 934,675
10 Shared Dispositive Power 2,502,956
</TABLE>
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,437,631
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
17.9%
14 Type of Reporting Person
IN
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CUSIP No. 866948-10-2 13D Page 3 of 4
Item 1. Security and Issuer
(a) Name of Issuer:
Sunburst Hospitality Corporation
(b) Address of Issuer's Principal Executive Offices:
10770 Columbia Pike
Silver Spring, MD 20901
(c) Title and Class of Securities:
Common Stock
Item 2. Identity and Background
(a) Name:
Stewart Bainum, Jr.
(b) Business Address:
8737 Colesville Road, Suite 800
Silver Spring, MD 20910
(c) Present Principal Employment:
Chairman, Choice Hotels International
8737 Colesville Road, Suite 800
Silver Spring, Maryland 20901
(d) Record of Convictions: During the last five years, the
Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors.)
(e) Record of Civil Proceedings: During the last five years, the
Reporting Person 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
664,153 shares were acquired by the Reporting Person in transactions
which involve the liquidation of two family owned investment
partnerships and the resulting distributions to the partners of the
securities of the issuer owned by the partnerships. The Reporting
Person continues to hold the shares for investment purposes. In
addition, in Mr. Bainum, Jr's capacity as co-trustee of his sister,
Roberta Bainum's, Irrevocable Trust, he has shared voting authority
over an additional 635,457 shares which were distributed from the
same two partnerships. The Reporting Person has no present plans or
intentions that 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:
3,437,631 shares, including 847,204 shares held directly by the
Stewart Bainum, Jr. Declaration of Trust ("SBJ Trust"), of which
Mr. Bainum, Jr. is the sole trustee and beneficiary; 1,189,290
shares held directly by Realty Investment Company, a real estate
management and investment company in which the SBJ Trust is a
stockholder(beneficial ownership of such shares is disclaimed);
85,000 shares held by Vintage Limited Partnership, a family
investment partnership of which Mr. Bainum, Jr. is a stockholder
of the Corporate General Partner and has shared voting
authority; 3,553 shares held by the Foundation for Maryland's
Future of which Mr. Bainum, Jr. is the sole Director; and
593,209 shares owned by Mid Pines Associates, Limited
Partnership in which the SBJ Trust is the Managing General
Partner and has shared voting authority. Also includes 635,457
shares held by the Roberta Bainum Irrevocable Trust, in which
Mr. Bainum, Jr. is a co-trustee and has shared voting authority.
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CUSIP No. 866948-10-2 13D Page 4 of 4
Also includes 49 shares which Mr. Bainum, Jr. has the right to
receive upon termination of his employment with the Company
pursuant to the terms of the Non-Qualified Retirement Savings
and Investment Plan. Also includes 83,889 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.
(b) Number of shares as to which such person has:
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<S> <C> <C>
(i) Sole Voting Power 934,675
(ii) Shared Voting Power 2,502,956
(iii) Sole Dispositive Power 934,675
(iv) Shared Dispositive Power 2,502,956
</TABLE>
(c) A schedule of transactions effected in the last sixty days is
as follows:
Not applicable.
(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, and their four adult children, Stewart Bainum,
Jr., Bruce Bainum, Roberta Bainum and Barbara Bainum, 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: April 28, 1999
/s/ Stewart Bainum, Jr.
________________________________________
Stewart Bainum, Jr.
