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.
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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).
13D
CUSIP No. 404134-10-8
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This Statement constitutes Amendment no. 3 to the
statement on Schedule 13D filed with the Securities
and Exchange Commission ("Schedule 13D") by Stewart
Bainum, Jr. on October 5, 1998, as amended, in
connection with his 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.
Item 4. Purpose of the Transaction
Item 4 is hereby amended and restated in its entirety
to read as follows:
The Reporting Person recently had discussions with
Mr. William H. Longfield, a director and Co-Chair of
a Special Committee of the Board of Directors of
Manor Care, Inc. (the "Issuer"), relating to the
Reporting Person's interest, in light of the
Reporting Person's understanding that the Special
Committee is considering a buyout proposal for the
Company, in exploring a possible recapitalization or
leveraged buyout transaction involving the Issuer.
The Reporting Person is speaking with several sources of
equity and/or debt financing to obtain the funds
necessary for such a transaction. On March 3, 2000, the
Reporting Person sent a letter to Mr. Longfield, a
copy of which is attached as an exhibit to this
Schedule 13D and is incorporated herein by reference.
No assurances can be given as to whether or not the
Reporting Person will submit a proposal to the
Special Committee or as to the terms and conditions
thereof. In addition, if a proposal is submitted, no
assurances can be given as to whether it would be
acceptable to the Special Committee or the Board of
Directors of the Issuer or whether any such proposal
would result in a definitive agreement being
executed. In the event that the Reporting Person
proceeds with formulating a proposal with respect to
the Issuer, it is expected that the Reporting
Person's family members would participate in any such
transaction. In the event that the Reporting Person
does not formulate a proposal, he presently intends
to review his involvement in the Issuer on a
continuing basis and reserves the right to maintain
his holdings at current levels, or sell or exchange
all or a portion of his holdings in the open market
or in privately negotiated transactions or otherwise.
Any such actions will depend upon, among other
things, the availability of Shares for purchase at
satisfactory price levels; the continuing evaluation
of the Issuer's business, financial condition,
operations and prospects; general market, economic
and other conditions; the relative attractiveness of
alternative business and investment opportunities;
the availability of financing; the actions of the
management and Board of Directors of the Issuer; and
other future developments. The Reporting Person was
contacted on behalf of the Issuer over the last
several months, regarding his possible interest in
negotiating an exchange of his shares in the Issuer
for certain assets of the Issuer. After preliminary
discussions, this matter was not pursued.
Except as set forth above, 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 7. Material to be Filed as Exhibits
99.1 Letter from the Reporting Person 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 3, 2000
/s/ Stewart Bainum, Jr.
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Stewart Bainum, Jr.
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
