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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Manor Care, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
564-054-10-4
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(CUSIP Number)
Date of Event Which Requires Filing of this Statement: 12/31/95
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).
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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
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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, 1995, ownership is as follows:
8,443,163 shares, including 4,044,928 shares held by The Stewart Bainum
Trust Dated May 23, 1995, the sole trustee of which is Mr. Bainum;
798,711 shares held by The Jane L. Bainum Trust Dated May 23, 1995, the
sole trustee of which is his 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 941 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%
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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
vote 4,398,235
(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 9,1996
Stewart Bainum
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SIGNATURE
Stewart Bainum, Vice Chairman of the Board
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NAME/TITLE
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