Page 1 of 7 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MANOR CARE, INC.
-----------------------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------------------
(Title of Class of Securities)
564054104
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(CUSIP Number)
Linda S. Martinson, Esq. (212) 759-7700
450 Park Avenue, Suite 2800, New York, NY 10022
-----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
-----------------------------------------------------
(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 [ ].
(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
disclosures provided in a prior cover page.
The information required on 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).
SEC 1746 (12-91) <PAGE>
<PAGE>
Schedule 13D Amendment No. 1(continued)
CUSIP No. 564054104 Page 2 of 7 Pages
- - --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald Baron
- - --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- - --------------------------------------------------------------------------------
3 SEC USE ONLY
- - --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- - --------------------------------------------------------------------------------
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 7 SOLE VOTING POWER
SHARES 658,620
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 3,686,564
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 658,620
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,686,564
- - --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,345,184
- - --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- - --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
- - --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- - --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
<PAGE>
Page 3 of 7 Pages
Item 1. Security and Issuer
(a) Name of Issuer:
Manor Care, 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:
Ronald Baron
(b) Business Address:
450 Park Avenue
Suite 2800
New York, NY 10022
(c) Present Principal Employment:
President: Baron Capital Management, Inc., BAMCO, Inc.,
Baron Capital, Inc.
450 Park Avenue
Suite 2800
New York, NY 10022
(d) Record of Convictions:
No material change.
(e) Record of Civil Proceedings:
No material change.
(f) Citizenship:
No material change.
Item 3. Source and Amount of Funds or Other Consideration
Reporting Person owns 163,620 shares of the issuer directly,
purchased by cash for an aggregate price of $2,727,625. As
General Partner of Baron Capital Partners, L.P. and Baron
Investment Partners, L.P.(the "Partnerships"), investment
partnerships, he directed the purchase of 495,000 shares for
the account of the Partnerships for an aggregate purchase price
of $15,130,999. Those shares were paid for by cash assets in
the Partnership's accounts and by margin borrowings pursuant to
the standard margin agreement of Spear, Leeds & Kellogg. An
additional 3,203,900 shares were purchased for an aggregate purchase
price of $115,839,527 for the accounts of two investment companies
registered under the Investment Company Act of 1940, Baron Asset Fund
and Baron Growth & Income Fund, (the "Baron Funds"), which are
advised by BAMCO, Inc. ("BAMCO"), a registered investment adviser
which is controlled by Ronald Baron. An additional 482,664 shares
were purchased for an aggregate purchase price of $12,677,974 for
the accounts of investment advisory clients of
<PAGE>
<PAGE>
Page 4 of 7 Pages
Baron Capital Management, Inc.("BCM") a registered investment company
controlled by Ronald Baron. All of those shares were paid for by cash
the assets in the accounts of the investment companies and advisory
clients.
Item 4. Purpose of Transaction
The securities referred to herein 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 acxquired in connection
with or as a participant in any transaction having such purposes
or effect. Filing Person reserves the right to discuss matters
relating to proxy and other proposals with management and other
persons.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person: (i) 3,686,564 shares in his capacity as a
controlling person of BAMCO and BCM . Reporting Person disclaims
that he is the beneficial owner of these shares. (ii) 495,000
shares in his capacity as General Partner of the Partnerships.
(iii) 163,620 shares personally.
(b) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
658,620
(ii) shared power to vote or direct the vote:
3,686,564
(iii) sole power to dispose or to direct the disposition:
658,620
(iv) shared power to dispose or direct the disposition:
3,686,564
Reporting Person may be deemed to share power to vote and dispose
of shares referred to herein as a result of his control of the
investment advisers for whose advisory clients he is reporting.
He may be deemed to have sole power to vote and direct the
disposition of the shares referred to above to by reason of being
a general partner of the Partnerships.
(c) A schedule of transactions effected in the last sixty days is
attached hereto as Exhibit 99.
(d) Ownership of More than Five Percent on Behalf of Another Person:
The investment advisory clients have the right to receive the
dividends from, or the proceeds from the sale of the securities
in their respective accounts. To the best of Reporting Person's
knowledge, no 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
No material change.<PAGE>
<PAGE>
Page 5 of 7 Pages
Item 7. Material to be Filed as Exhibits
Exhibit 99 - 60 days of trading.
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: June 18, 1996
/s/ Ronald Baron
_______________________________________
Ronald Baron
Transaction Schedule
From 04-18-96 To 06-17-96
Exec.
Date Account ID Quantity Price
- - -------- ---------- --------- -----
04-18-96 baf 50,100 37.1056
04-18-96 bcm 2,000 37.1056
04-18-96 bgi 5,000 37.1056
04-19-96 baf 39,800 37.7989
04-19-96 bgi 5,000 37.7989
04-22-96 baf 35,000 39.0848
04-22-96 bgi 5,000 39.0848
04-23-96 baf 45,000 39.2622
04-23-96 bcm 1,500 39.2622
04-23-96 bgi 5,000 39.2622
04-24-96 baf 33,000 39.4642
04-24-96 bgi 5,000 39.4642
04-25-96 baf 32,000 39.4571
04-26-96 baf 40,700 39.072
04-26-96 bgi 5,000 39.072
04-29-96 baf 39,300 39.412
04-29-96 bgi 5,000 39.412
04-30-96 baf 51,500 39.8003
05-01-96 baf 43,500 40.2683
05-01-96 bcp 27,000 40.2683
05-01-96 bgi 5,000 40.2683
05-02-96 baf 70,000 40.0654
05-02-96 bcp 13,000 40.0654
05-02-96 bgi 5,000 40.0654
05-03-96 baf 50,000 39.5462
05-03-96 bcp 5,000 39.5462
05-03-96 bgi 10,000 39.5462
05-06-96 baf 35,000 38.9585
05-06-96 bcp 5,000 38.9585
05-07-96 baf 40,000 39.4184
05-07-96 bcp 5,000 39.4184
05-08-96 baf 55,000 38.9444
05-08-96 bcp 5,000 38.9444
05-09-96 baf 30,000 39.7684
05-10-96 baf 50,000 39.5
05-10-96 baf 39,500 39.5469
05-10-96 bcm 1,500 39.5469
05-10-96 bcp 10,000 39.5469
05-10-96 bgi 5,000 39.5469
05-13-96 baf 30,500 39.642
05-13-96 bcm 2,000 39.642
05-13-96 bgi 5,000 39.642
05-14-96 baf 40,000 40.3584
05-14-96 bgi 5,000 40.3584
05-15-96 baf 40,000 39.9437
05-15-96 bcp 5,000 39.9437
05-15-96 bgi 5,000 39.9437
05-16-96 baf 60,000 40
05-16-96 bcp 5,000 40
05-16-96 bgi 7,000 40
05-17-96 baf 20,000 40.2864
05-17-96 bgi 3,000 40.2864
05-20-96 baf 15,100 40.4832
05-20-96 bgi 5,000 40.4832
05-21-96 baf 24,900 40.207
05-21-96 bgi 5,000 40.207
05-22-96 baf 20,000 39.8125
05-22-96 bgi 5,000 39.8125
05-23-96 baf 25,000 39.935
05-23-96 bcp 5,000 39.935
05-23-96 bgi 5,000 39.935
05-24-96 baf 25,000 39.798
05-24-96 bcp 5,000 39.798
05-28-96 baf 25,000 39.55
05-29-96 baf 40,000 39.3438
05-30-96 baf 35,000 38.7858
05-31-96 baf 50,000 38.8737
06-03-96 baf 20,000 38.898
06-03-96 bip 10,000 38.898
06-04-96 baf 25,500 38.9013
06-04-96 bcp 4,000 38.9013
06-04-96 bip 20,000 38.9013
06-05-96 baf 39,500 39.3854
06-05-96 bip 6,000 39.3854
06-06-96 baf 22,800 39.167
06-06-96 bgi 10,000 39.167
06-07-96 baf 27,200 38.8254
06-10-96 baf 25,000 38.5
06-11-96 baf 15,000 38.8334
06-12-96 baf 15,000 39.0142
06-13-96 baf 10,000 38.6875
06-13-96 bcm 10,000 38.6875
06-14-96 baf 20,000 38.583
06-14-96 bcm 5,000 38.583
06-17-96 baf 18,900 38.1994
06-17-96 bcp 5,000 38.1994
06-17-96 bgi 5,000 38.1994
