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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. 2)*
CHOICE HOTELS INTERNATIONAL, INC.
________________________________________
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
169905-10-6
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(CUSIP Number)
Patricia Bowditch (301) 592-1300
10770 Columbia Pike, Suite 100, Silver Spring, MD 20901
___________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 16, 1999
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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. 169905-10-6 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:
7 Sole Voting Power 2,005,447
8 Shared Voting Power 5,459,697
9 Sole Dispositive Power 2,005,447
10 Shared Dispositive Power 5,459,697
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,465,144
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
13.6%
14 Type of Reporting Person
IN
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CUSIP No. 169905-10-6 13D Page 3 of 4
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. Identity and Background
(a) Name:
Stewart Bainum, Jr.
(b) Business Address:
10770 Columbia Pike, Suite 100
Silver Spring, MD 20901
(c) Present Principal Employment:
Chairman, Choice Hotels International
10770 Columbia Pike, Suite 100
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
N/A
Item 4. Purpose of Transaction
Effective August 16, 1999, Stewart Bainum, Jr. resigned as a co-
Trustee of the Roberta Bainum Irrevocable Grantor Trust, in which his
sister, Roberta Bainum, is sole beneficiary. Therefore, he no longer
shares voting and dispositive authority over the Trust's 1,906,369
shares of the Issuer. Thus, these shares are no longer being reported
by Mr. Bainum, Jr. There was no consideration involved in his
resignation.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person:
7,465,144 shares, including 1,780,268 shares held directly by the
Stewart Bainum, Jr. Declaration of Trust ("SBJ Trust"), of which
Mr. Bainum, Jr. is the sole trustee and beneficiary; 3,567,869
shares held directly by Realty Investment Company, a real estate
management and investment company in which the SBJ Trust is a
non-controlling stockholder (beneficial ownership of such shares
is disclaimed); 112,200 shares held by Vintage Limited
Partnership, a family investment partnership of which Mr. Bainum,
Jr. is a non controlling stockholder of the Corporate General
Partner and has shared voting authority, and 1,779,628 shares
owned by Mid Pines Associates, Limited Partnership of which the
SBJ Trust is Managing General Partner and has shared voting
authority.
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CUSIP No. 169905-10-6 13D Page 4 of 4
Also includes 1,719 shares of restricted stock granted by the
issuer 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. Non-Qualified
Retirement Savings and Investment Plan. Also includes 223,460
shares which Mr. Bainum, Jr. has the right to acquire pursuant to
stock options which are presently exercisable or which become
exercisable within sixty days.
(b) Number of shares as to which such person has:
(i) Sole Voting Power 2,005,447
(ii) Shared Voting Power 5,459,697
(iii) Sole Dispositive Power 2,005,447
(iv) Shared Dispositive Power 5,459,697
(c) A schedule of transactions effected in the last sixty days is as
follows:
75,000 shares were acquired by the exercise of options on August
12, 1999 for $2.6414 per share. Of this amount, 23,716 shares
with a per share value of $16.97 were withheld by the Issuer to
satisfy tax withholding. The source of the consideration for the
exercise of the options was personal funds.
Additionally, 300,000 shares were sold by Mr. Bainum, Jr. on
August 13, 1999 for $17.1250 per share.
On July 7, 1999, 5,600 shares of the Issuer were given to the
Baltimore Advisors, a not for profit organization.
(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: September 13, 1999
/s/ Stewart Bainum, Jr.
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Stewart Bainum, Jr.
