<PAGE>
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.
(formerly CHOICE HOTELS FRANCHISING, INC.)
-----------------------------------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------------------------------
(Title of Class of Securities)
169905-10-6
----------------------------
(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)
October 15, 1997
-----------------------------------------------------------------
(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).
<PAGE>
CUSIP No. 169905-10-6 13D Page 2 of 5
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 862,900
8 Shared Voting Power 5,347,497
9 Sole Dispositive Power 10,695,911
10 Shared Dispositive Power 5,347,497
11 Aggregate Amount Beneficially Owned by Each Reporting Person
16,043,408
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
26.85%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 169905-10-6 13D Page 3 of 5
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 similar 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 the Issuer were
distributed to shareholders of the former Choice Hotels International,
Inc. (now known as Sunburst Hospitality Corporation), its former
parent, on October 15, 1997. 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: 16,043,408 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
<PAGE>
CUSIP No. 169905-10-6 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.'s trust 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 303,000
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 148
shares, 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.
(b) Number of shares as to which such person has:
(i) Sole Voting Power 862,900
(ii) Shared Voting Power 5,347,497
(iii) Sole Dispositive Power 10,695,911
(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.
(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
<PAGE>
CUSIP No. 169905-10-6 13D Page 5 of 5
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, 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: October 24, 1997
/s/ Stewart Bainum, Jr.
-----------------------------------------
Stewart Bainum, Jr.
