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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
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)
*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 5
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stewart Bainum Jane Bainum
SS #: ###-##-#### SS #: ###-##-####
2 Check the Appropriate Box if a Member of a Group
(a) (X) (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 4,707,448
6 Shared Voting Power 5,827,789
7 Sole Dispositive Power 4,706,656
8 Shared Dispositive Power 5,827,789
9 Aggregate Amount Beneficially Owned by Each Reporting Person
10,535,237
10 Check Box if the Aggregate Amount in Row 9 Excludes
Certain Shares
11 Percent of Class Represented by Amount in Row 9
16.63%
12 Type of Reporting Person
IN
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CUSIP No. 564-054-10-4 13G Page 3 of 5
Item 1(a) Name of Issuer:
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Manor Care, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
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11555 Darnestown Road
Gaithersburg, Maryland 20878
Item 2(a) Name of Person Filing:
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Stewart Bainum
Jane Bainum
Item 2(b) Address of Principal Business Office:
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10750 Columbia Pike
Silver Spring, Maryland 20901
Item 2(c) Citizenship:
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Citizen of the United States of America
Item 2(d) Title of Class of Securities:
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Common Stock
Item 2(e) CUSIP Number:
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564-054-10-4
Item 3:
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Not applicable
Item 4 Ownership:
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a. As of February 1, 1997 ownership is as follows:
10,535,237 shares, including 3,906,278 shares held directly by the
Stewart Bainum Declaration of Trust, of which Mr. Bainum is the sole
trustee and beneficiary, his joint interest in 970,571 shares owned by
Bainum Associates Limited Partnership and 1,219,044 shares owned by MC
Investments Limited Partnership, each of which is a limited partnership
in which Mr. Bainum has joint ownership with his wife as a limited
partner and as such has the right to acquire at any time a number of
shares equal in value to the liquidation preference of their limited
partnership interests; 3,567,869 shares held directly by Realty
Investment Company, a real estate management and investment company in
which Mr. Bainum and his wife have shared voting authority; and 70,305
shares held by the Commonweal Foundation of which Mr. Bainum is Chairman
of the Board of Directors and has shared voting authority. Also includes
798,711 shares held by the Jane L. Bainum Declaration of Trust , the
sole trustee and beneficiary of which is Mr. Bainum's wife, and 1,667
shares which Mr. Bainum has the right to acquire pursuant to stock
options which are presently exercisable or which become exercisable
within 60 days after December 31, 1996. Also includes 792 shares of
restricted stock granted to Mr. Bainum by the issuer which is not vested
but which Mr. Bainum has the right to vote.
b. Percent of class:
16.63%
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CUSIP No. 564-054-10-4 13G Page 4 of 5
c. Number of shares as to which such person has:
(i) Sole power to vote or direct the vote 4,707,448
(ii) Shared power to vote or direct the
vote 5,827,789
(iii) Sole power to dispose or to direct
the disposition of 4,706,656
(iv) Shared power to dispose or to direct
the disposition of 5,827,789
Item 5 Ownership of Five Percent or Less of a Class:
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Not applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
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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 Bainum, Jr., Barbara Bainum, Bruce Bainum and Roberta Bainum,
the reporting person's children, no other person has such interest relating
to more than 5% of the outstanding class of securities.
Item 7 Identification and Classification of the Subsidiary Which Acquired the
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Security Being Reported on by the Parent Holding Company:
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Not applicable
Item 8 Identification and Classification of Members of the Group:
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Not applicable
Item 9 Notice of Dissolution of Group:
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Not applicable
Item 10 Certification:
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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.
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CUSIP No. 564-054-10-4 13G Page 5 of 5
Signature:
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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 14, 1997
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SIGNATURE
Stewart Bainum, Director
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NAME/TITLE
February 14, 1997
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SIGNATURE
Jane Bainum
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NAME/TITLE
