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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. )*
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CHOICE HOTELS INTERNATIONAL, INC.
(formerly CHOICE HOTELS FRANCHISING, INC.)
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(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) 495-4400
8737 Colesville Road, Suite 800, Silver Spring, MD 20910
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 15, 1997
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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 ( ).
Check the following box if a fee is being paid with this statement (X).
(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 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
Barbara Bainum
SS #: ###-##-####
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 103,952
8 Shared Voting Power 5,417,802
9 Sole Dispositive Power 101,013
10 Shared Dispositive Power 5,417,802
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,521,451
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
9.24%
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. Identify and Background
(a) Name:
Barbara Bainum
(b) Business Address:
8737 Colesville Road, Suite 800
Silver Spring, Maryland 20910
(c) Present Principal Employment:
President; Commonweal Foundation
(d) Record of Convictions:
During the last five years, Barbara Bainum has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors.)
(e) Record of Civil Proceedings:
During the last five years, Barbara Bainum 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), the Issuer's
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: 5,521,754 shares including 101,013 shares owned
directly by Ms. Bainum. Also includes 1,779,628 shares owned by
Mid Pines Associates Limited Partnership ("Mid Pines"), in which
Ms. Bainum's trust is a general partner and has shared voting
authority, 3,567,869 shares owned by Realty Investment Company,
Inc. ("Realty") in which Ms. Bainum's trust has voting stock and
shares voting authority and 70,305 shares owned by Commonweal
Foundation, in which Ms. Bainum
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CUSIP No. 169905-10-6 13D Page 4 of 4
is President and Director and has shared voting authority. Also
includes 2,939 shares of restricted stock issued to Ms. Bainum
under the Choice Hotels International, Inc. Non-Employee Director
Stock Compensation Plan which shares are not vested, but which Ms.
Bainum has the right to vote.
(b) Number of shares as to which such person has:
(i) Sole Voting Power 103,952
(ii) Shared Voting Power 5,417,802
(iii) Sole Dispositive Power 101,013
(iv) Shared Dispositive Power 5,417,802
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, (ii) held by Commonweal Foundation with other Directors
of Commonweal Foundation, and (iii) held by Realty with parents
and siblings who also have voting stock.
(c) Schedule of transactions effected in the last sixty days.
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,
the reporting person's parents, and Bruce Bainum, Stewart Bainum,
Jr. and Roberta 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/ Barbara Bainum
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Barbara Bainum
