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. 3)*
MANOR CARE, INC.
-----------------------------------------------------
(Name of Issuer)
COMMON STOCK
-----------------------------------------------------
(Title of Class of Securities)
564054104
-----------------------------------------------------
(CUSIP Number)
Linda S. Martinson, Esq. (212) 583-2000
767 Fifth Avenue, 24th Floor, New York, NY 10153
-----------------------------------------------------
(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. 3(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
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 698,620
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 5,079,164
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 698,620
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,079,164
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,777,784
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<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:
767 Fifth Avenue
24th Floor
New York, NY 10153
(c) Present Principal Employment:
President: Baron Capital Management, Inc., BAMCO, Inc.,
Baron Capital, Inc.
767 Fifth Avenue
24th Floor
New York, NY 10153
(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 for an aggregate price of $1,726,344. As General Partner
of Baron Capital Partners, L.P. and Baron Investment
Partners, L.P.(the "Partnerships"), investment partnerships,
he directed the purchase of 535,000 shares for the account of the
Partnerships for an aggregate purchase price of $10,621,696. Those
shares were paid for by cash assets in the Partnerships' accounts
and by margin borrowings pursuant to the standard margin agreement
of Spear, Leeds & Kellogg. An additional 4,255,000 shares were
purchased for an aggregate purchase price of $98,711,241 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 824,164 shares
were purchased for an aggregate purchase price of $16,454,119 for
the accounts of investment advisory clients of Baron Capital
Management, Inc.("BCM") a registered investment adviser
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.<PAGE>
<PAGE>
Page 4 of 7 Pages
Item 4. Purpose of Transaction
No material change.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person: (i) 5,079,164 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) 535,000
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:
698,620
(ii) shared power to vote or direct the vote:
5,079,164
(iii) sole power to dispose or to direct the disposition:
698,620
(iv) shared power to dispose or direct the disposition:
5,079,164
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 BCP.
(c) A schedule of transactions effected in the last sixty days is
attached hereto.
(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, except that Baron Asset
Fund, an investment company registered under the Investment
Company Act of 1940 and an advisory client of BAMCO, owns
3,825,000 (6.1%) of the shares reported herein.
(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.
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: January 7, 1997
/s/ Ronald Baron
_______________________________________
Ronald Baron
Transaction Schedule
From 11-06-96 To 01-06-97
Acct Exec.
Date ID Actvy Qty Price
- -------- ---- ----- ----- ---------
11-12-96 baf by 5,000 26.2052
11-12-96 bcm4 by 600 26.2052
11-12-96 bgi by 5,000 26.2052
11-13-96 baf by 10,000 26.2163
11-13-96 baf by 5,000 25.7500
11-14-96 baf by 20,000 26.2500
11-14-96 baf by 10,000 26.2500
11-15-96 baf by 30,000 26.5467
11-15-96 bcm4 by 2,000 26.5467
11-18-96 baf by 15,000 25.8750
11-19-96 baf by 30,000 25.3906
11-19-96 bcp by 10,000 25.3906
11-20-96 baf by 10,000 25.5625
11-21-96 baf by 35,000 24.3036
11-22-96 baf by 15,000 24.0938
11-22-96 bcm4 by 1,000 24.0938
11-25-96 baf by 10,000 24.6250
11-26-96 bcm4 by 4,000 25.5000
11-26-96 bcm4 by 4,000 25.2500
12-02-96 bcm4 by 90,000 25.2558
12-03-96 bcm4 by 20,000 25.2500
12-03-96 bcm4 by 15,000 25.4584
12-04-96 bcm4 by 15,000 24.9317
12-05-96 baf by 10,000 25.4081
12-05-96 bcm4 by 10,000 25.4081
12-06-96 bcm4 by 10,000 25.2500
12-10-96 baf by 10,000 25.6479
12-10-96 bcm4 by 20,000 25.6479
12-11-96 baf by 10,000 25.4100
12-12-96 baf by 5,000 25.5000
12-12-96 bcm4 by 1,800 25.5000
12-12-96 bcm4 by 1,000 25.5000
12-13-96 baf by 5,000 25.0725
12-13-96 bgi by 5,000 25.0725
12-16-96 baf by 5,000 24.7008
12-16-96 bcm4 by 5,000 24.7008
12-16-96 bcp by 5,000 24.7008
12-17-96 baf by 5,000 24.2500
12-18-96 bgi by 5,000 25.0000
12-26-96 baf by 5,000 26.6250
12-26-96 bcp by 5,000 26.6250
12-27-96 baf by 5,000 26.8750
12-27-96 bcm4 by 5,000 26.8750
12-27-96 bcm4 by 2,100 26.8750
12-27-96 bcp by 5,000 26.8750
12-30-96 bcm4 by 5,000 26.8500
12-31-96 baf by 15,000 26.6969
12-31-96 bcm4 by 5,000 26.6969
01-02-97 bcm4 by 1,000 27.0000
01-02-97 bcm4 by 1,000 27.2422
01-02-97 bcm4 by 5,000 27.2422
01-02-97 bgi by 10,000 27.2422
01-03-97 bcm4 by 2,500 27.1250
01-03-97 bcm4 by 500 27.1250
01-03-97 bgi by 5,000 27.1250
01-06-97 bcp by 10,000 27.5619
01-06-97 bgi by 10,000 27.5619
