UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MANOR CARE, INC.
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(Name of Issuer)
Common Stock
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(Title of Class and Securities)
404134-10-8
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(CUSIP Number)
Lisa Bellamy (301) 592-1300
Realty Investment Company, Inc.
10770 Columbia Pike, Suite 100, Silver Spring, Maryland 20901
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 3, 2000
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
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).
This Statement constitutes Amendment no. 2 to the statement on
Schedule 13D filed with the Securities and Exchange Commission
("Schedule 13D") on October 5, 1998, as amended, in connection with
Stewart Bainum and Jane Bainum's beneficial ownership of shares of
the capital stock of Manor Care, Inc. Terms not defined in this
Amendment shall have the respective meaning ascribed to such terms
in the Schedule 13D.
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stewart Bainum
S.S.#: ###-##-####
2 Check the Appropriate Box if a Member of a Group*
(a) (X) (b) ( )
3 SEC Use Only
4 Source of Funds
Not applicable
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 The Reporting Person with:
7 Sole Voting Power: 5,515,165
8 Shared Voting Power: 3,714,569
9 Sole Dispositive Power: 5,515,165
10 Shared Dispositive Power: 3,714,569
11 Aggregate Amount Beneficially Owned by The Reporting Person:
9,229,734
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
8.96 %
14 Type of Reporting Person:
IN
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jane Bainum
S.S.#: ###-##-####
2 Check the Appropriate Box if a Member of a Group*
(a) (X) (b) ( )
3 SEC Use Only
4 Source of Funds
Not applicable
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 The Reporting Person with:
7 Sole Voting Power: 798,711
8 Shared Voting Power: 3,567,869
9 Sole Dispositive Power: 798,711
10 Shared Dispositive Power: 3,567,869
11 Aggregate Amount Beneficially Owned by The Reporting Person:
4,366,580
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
4.24 %
14 Type of Reporting Person:
IN
Item 1. Security and Issuer
(a) Name of Issuer:
Manor Care, Inc.
(b) Address of Issuer's Principal Executive Offices:
7361 Calhoun Place, Suite 300
Rockville, MD 20855
(c) Title and Class of Securities:
Common Stock
Item 2. Identity and Background
(a) Name:
Stewart Bainum
Jane Bainum
(b) Business Address:
10770 Columbia Pike, Suite 100,
Silver Spring, Maryland 20901
(c) Present Principal Employment:
(i) Stewart Bainum:
Chairman of the Board, Realty Investment Company, Inc.
10770 Columbia Pike, Suite 100,
Silver Spring, Maryland 20901
(ii) Jane Bainum:
Retired.
(d) Record of Convictions:
During the last five years, none of the Reporting Persons
has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors.)
(e) Record of Civil Proceedings:
During the last five years, none of the Reporting Persons
was 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:
Each of the Reporting Persons is a citizen of the United
States.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
On March 3, 2000, Mr. Stewart Bainum, Jr., a relative of the
Reporting Persons, submitted a letter to the Issuer concerning
Mr. Bainum, Jr.'s interest in exploring a possible
recapitalization or leveraged buyout transaction involving the
Issuer. A copy of such letter is attached as an exhibit to this
Schedule 13D and is incorporated herein by reference.
While no final decision has been made by the Reporting Persons,
it is expected that the Reporting Persons would participate with
Mr. Bainum, Jr. in any such transaction.
Except as set forth above, the Reporting Persons have 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 by the Reporting
Persons:
(i) Stewart Bainum: 9,229,734 shares, including 5,505,869
shares held directly by the Stewart Bainum Declaration of
Trust ("SB Trust"), of which Mr. Bainum is the sole trustee
and beneficiary; 3,567,869 shares held directly by Realty
Investment Company, Inc., a real estate management and
investment company in which the SB Trust is a stockholder
and Mr. Bainum is the Chairman and President and has shared
voting authority; 146,700 shares held by the Commonweal
Foundation, Inc., of which Mr. Bainum is Chairman of the
Board of Directors and has shared voting authority. Also
includes 9,000 shares which Mr. Bainum has the right to
acquire pursuant to stock options which are presently
exercisable or which become exercisable within sixty days
and 296 shares in the Non-Employee Director Plan of the
Issuer.
(ii) Jane Bainum: 4,366,580 shares, including 789,711 shares
held directly by the Jane L. Bainum Declaration of Trust
("JB Trust"), of which Mrs. Bainum is the sole trustee and
beneficiary; 3,567,869 shares held directly by Realty
Investment Company, Inc., a real estate management and
investment company in which the JB Trust is a stockholder
and has shared voting authority.
(b) Number of shares as to which each Reporting Person has:
(i) Sole Voting Power:
Stewart Bainum: 5,515,165
Jane Bainum: 798,711
(ii) Shared Voting Power:
Stewart Bainum: 3,714,569
Jane Bainum: 3,567,869
(iii) Sole Dispositive Power:
Stewart Bainum: 5,515,165
Jane Bainum: 798,711
(iv) Shared Dispositive Power:
Stewart Bainum: 3,714,569
Jane Bainum: 3,567,869
(c) A schedule of transactions effected in the last sixty days
is as follows:
Not applicable.
(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 Persons'
knowledge, other than Stewart and Jane Bainum, and their
four adult children, Stewart Bainum, Jr., Bruce Bainum,
Roberta Bainum and Barbara Bainum, 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
99.1 Letter from Mr. Stewart Bainum, Jr. to Mr. William H.
Longfield dated March 3, 2000.
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: March 6, 2000
/s/ Stewart Bainum
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Stewart Bainum
/s/ Jane Bainum
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Jane Bainum
Exhibit 99.1
Stewart Bainum, Jr.
10750 Columbia Pike
Silver Spring, Maryland 20901
March 3, 2000
Mr. William H. Longfield
Co-Chairman, Special Committee
of Board of Directors of
Manor Care, Inc.
c/o C. R. Bard, Inc.
730 Central Avenue
Murray Hill, NJ 07974
Dear Bill:
As we discussed in our recent conversations, in light of my
understanding that a Special Committee of the Board of Directors of Manor
Care, Inc. (the "Company") is considering a buyout proposal for the
Company, I am writing to express my interest in pursuing a possible
recapitalization, leveraged buyout or similar transaction with the Company.
I expect such a transaction would be at a share price significantly in
excess of the current price. I am speaking with several sources of equity
and/or debt financing to obtain the necessary funds for such a transaction.
I expect that my family members would participate in the transaction.
As I mentioned, I have retained Banc of America Securities LLC and
Skadden, Arps, Slate, Meagher & Flom LLP to provide financial and legal
advice regarding this transaction. My equity/debt financing sources will,
of course, need to have fair access to non-public information regarding the
Company. I would be willing to sign a customary and mutually acceptable
confidentiality agreement before you furnish any such non-public
information.
Once my financing sources and I have been provided with the
opportunity to review the requested information, we will be in a
position to move promptly in presenting a definitive proposal to the Special
Committee.
I look forward to working with the Special Committee and its
advisors on a constructive basis to obtain the best possible transaction
for the Company and its shareholders.
This letter represents an expression of interest and is not
intended to be binding or create any obligation with respect to a
transaction.
Very truly yours,
/s/ Stewart Bainum, Jr.
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Stewart Bainum, Jr.
cc: Mr. Robert G. Siefers,
Co-Chairman, Special Committee
