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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
Patricia Bowditch (301) 495-4400
8737 Colesville Road, Suite 800, Silver Spring, MD 20910
___________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 29, 1996
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(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 ( ).
*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 13D Page 2 of 5
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stewart Bainum, Jr.
S.S. #: ###-##-####
2 Check the Appropriate Box if a Member of a Group*
(a) ( ) (b) ( )
3 SEC Use Only
4 Source of Funds
00
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 Shares Beneficially
Owned by Each Reporting Person with:
<TABLE>
<CAPTION>
<S> <C> <C>
7 Sole Voting Power 186,442
8 Shared Voting Power 5,347,497
9 Sole Dispositive Power 10,019,453
10 Shared Dispositive Power 5,347,497
</TABLE>
11 Aggregate Amount Beneficially Owned by Each Reporting Person
15,366,950
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
24.25%
14 Type of Reporting Person
IN
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CUSIP No. 564-054-10-4 13D Page 3 of 5
Item 1. Security and Issuer
(a) Name of Issuer:
Manor Care, Inc.
(b) Address of Issuer's Principal Executive Offices:
11555 Darnestown Road
Gaithersburg, MD 20878
(c) Title and Class of Securities:
Common Stock
Item 2. Identify and Background
(a) Name:
Stewart Bainum, Jr.
(b) Business Address:
11555 Darnestown Road
Gaithersburg, MD 20878
(c) Present Principal Employment:
Chief Executive Officer: Manor Care, Inc.
11555 Darnestown Road
Gaithersburg, MD 20878
(d) Record of Convictions:
During the last five years, Stewart Bainum, Jr. has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors.)
(e) Record of Civil Proceedings:
During the last five years, Stewart Bainum, Jr. was not a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating such activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship:
Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person utilized no funds in the acquisition of the
securities of the issuer triggering the filing of this 13D. 3,000,000
shares were acquired by a limited partnership in which the
Reporting Person shares voting and dispositive control. The limited
partnership received a capital contribution of the shares by another
family member already subject to the reporting requirements of
Schedule 13G. On February 1, 1997, the limited partnership made a
capital distribution of 2,900,000 shares to the same partner who
previously made the capital contribution.
On December 31, 1996 a family real estate and investment corporation
owning shares of the issuer was recapitalized in connection with such
corporation's conversion to a Subchapter S tax status, resulting in an
increase in the indirect ownership of the Reporting Person.
Item 4. Purpose of Transaction
Additional shares are attributed to the Reporting Person because the
Reporting Person has voting and dispositive control over shares of the
issuer owned by a family investment partnership. As the partnership
receives additional shares as capital contributions from family
members, the additional shares are considered beneficially owned by
the Reporting Person.
Further, a family real estate and investment corporation owning shares
of the issuer was recapitalized on December 31, 1996 in connection
with that corporation's conversion to a Subchapter S tax status. As a
result, the voting structure of the family corporation changed
(although the family corporation did not acquire any
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CUSIP No. 564-054-10-4 13D Page 4 of 5
additional issuer shares). The new voting structure results in the
Reporting Person sharing voting and dispositive control of all the
shares owned by the family corporation, thus increasing his beneficial
interest reported herein.
The Reporting Person has no present plans or intentions which would
result in or relate to any of the transactions described in
Subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person: 15,366,950 shares, including 5,417,761 shares
owned by Bainum Associates Limited Partnership ("Bainum
Associates") and 4,415,250 shares owned by MC Investments Limited
Partnership ("MC Investments"), in both of which Mr. Bainum, Jr.
is managing general partner with the sole right to dispose of the
shares; 3,567,869 shares held directly by Realty Investment
Company, Inc. ("Realty"), a real estate management and investment
company in which Mr. Bainum, Jr. has shared voting authority;
1,779,628 shares owned by Mid Pines Associates Limited Partnership
("Mid Pines"), in which Mr. Bainum, Jr. is managing general
partner and has shared voting authority and 10,231 shares owned by
the Foundation for Maryland's Future, in which Mr. Bainum, Jr. is
the sole director. Also includes 174,000 shares which Mr. Bainum,
Jr. has the right to acquire pursuant to stock options which are
presently exercisable or which become exercisable within 60 days
after the date of this report, and 1,504 and 707 shares,
respectively, which Mr. Bainum, Jr. has the right to receive upon
termination of his employment with the Company pursuant to the
terms of the Manor Care, Inc. Retirement Savings and Investment
Plan and the Manor Care, Inc. Nonqualified Retirement Savings and
Investment Plan.
(b) Number of shares as to which such person has:
(i) Sole Voting Power 186,442
(ii) Shared Voting Power 5,347,497
(iii) Sole Dispositive Power 10,019,453
(iv) Shared Dispositive Power 5,347,497
Reporting Person may be deemed to share power to vote and dispose
of shares (i) held by Mid Pines with siblings who are also general
partners, and (ii) held by Realty with other family members who
are shareholders of Realty.
(c) A schedule of transactions effected in the last sixty days is as
follows:
On December 31, 1996, Mr. Bainum, Jr. became the beneficial owner
of 3,567,869 shares owned by Realty Investment Company ("Realty")
as a result of a capital restructuring of the voting shares of
Realty. Realty has owned these shares for more than ten years. As
a result of the restructuring, Mr. Bainum, Jr. has shared voting
authority of Realty and as such is deemed the beneficial owner of
all of the shares of the issuer held by Realty.
On January 13, 1997, Mr. Bainum Jr. exercised options to acquire
375,000, 90,000 and 65,000 shares of stock of the issuer at an
exercise price of $8.2573, $6.3829 and $5.9903, respectively. Mr.
Bainum, Jr. delivered 83,785 shares to the
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CUSIP No. 564-054-10-4 13D Page 5 of 5
issuer in partial payment of the exercise price of the options.
The issuer retained 142,424 of the shares issued upon exercise of
the options to pay withholding taxes. The remainder of the shares
issued upon exercise of the options were sold as follows:
<TABLE>
<CAPTION>
Number
Date of Shares Price/Shares
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<S> <C> <C>
1/16/97 90,200 $ 26.75
1/17/97 24,500 $ 26.75
1/21/97 159,000 $ 26.375
1/22/97 41,000 $ 26.375
1/23/97 61,176 $ 26.25
1/23/97 11,400 $ 26.375
1/23/97 300 $ 26.50
</TABLE>
On October 31, 1996 and January 1, 1997, Mr. Bainum, Jr. gifted 7,600
shares and 367 shares, respectively.
(d) Ownership of more than five percent on behalf of Another Person:
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 and Jane Bainum,
the reporting person's parents, and Bruce Bainum, Roberta Bainum
and Barbara Bainum, the reporting person's siblings, no other
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
Not applicable.
Item 7. Material to be Filed as Exhibits
None.
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: February 14, 1997
/s/ Stewart Bainum, Jr.
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Stewart Bainum, Jr.