<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
Manor Care, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
564-054-10-4
(CUSIP Number)
Date of Event Which Requires Filing of this Statement: 12/31/94
Check the following box if a fee is being paid with this statement / /. (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).
<PAGE> 2
CUSIP No. 564-054-10-4 13G Page 2 of 4
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stewart Bainum
SS #: ###-##-####
2 Check the Appropriate Box if a Member of a Group
(a) / / (b) / /
3 SEC Use Only
4 Citizenship or Place of Organization
Natural citizen of U.S.A.
Number of Shares Beneficially
Owned by Each Reporting Person with:
5 Sole Voting Power 4,044,928
6 Shared Voting Power 4,398,235
7 Sole Dispositive Power 4,044,928
8 Shared Dispositive Power 4,398,235
9 Aggregate Amount Beneficially Owned by Each Reporting Person
8,443,163
10 Check Box if the Aggregate Amount in Row 9 Excludes
Certain Shares
X (See Item 4)
11 Percent of Class Represented by Amount in Row 9
13.5%
12 Type of Reporting Person
IN
<PAGE> 3
Item 1(a) Name of Issuer:
Manor Care, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
10750 Columbia Pike
Silver Spring, Maryland 20901
Item 2(a) Name of Person Filing:
Stewart Bainum
Item 2(b) Address of Principal Business Office:
10750 Columbia Pike
Silver Spring, Maryland 20901
Item 2(c) Citizenship:
Citizen of the United States of America
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
564-054-10-4
Item 3:
Not applicable
Item 4 Ownership:
a. As of December 31, 1994 and the date of this schedule, ownership is as
follows:
8,443,163 shares, including 798,711 shares held solely by wife;
3,534,869 shares held by Realty Investment Co., Inc.; 33,000 shares
held by Realty Southern Ventures, Inc.; and 31,655 shares held by
Commonweal Foundation, Inc., a non-profit corporation of which Mr.
Bainum is a director but has no beneficial interest. The figure does
not include 5,417,761 shares owned by Bainum Associates Limited
Partnership, a limited partnership in which Mr. Bainum is a limited
partner with a pro-rata interest of 5,019,559 shares; 1,679,628 shares
owned by Mid Pines Associates Limited Partnership, a limited
partnership in which Mr. Bainum and his wife are limited partners with
pro-rata interests of 4,097 shares and 2,850 shares, respectively; and
4,415,250 shares owned by MC Investments Limited Partnership, a limited
partnership in which Mr. Bainum is a limited partner with a pro-rata
interest of 4,200,000 shares. The figure also does not include shares
held by his adult children.
b. Percent of class:
13.5%
Page 3 of 4
<PAGE> 4
c. Number of shares as to which such person has:
(i) Sole power to vote or direct the vote 4,044,928
(ii) Shared power to vote or direct the 4,398,235
vote
(iii) Sole power to dispose or to direct
the disposition of 4,044,928
(iv) Shared power to dispose or to direct
the disposition of 4,398,235
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding
Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
Not applicable
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certification:
By signing below, I certify that to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
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.
February 10, 1995
Stewart Bainum
- ------------------------------------------
SIGNATURE
Stewart Bainum, Vice Chairman of the Board
- ------------------------------------------
NAME/TITLE
Page 4 of 4
