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.1)*
SUMMIT CARE CORPORATION
-----------------------------------------------------
(Name of Issuer)
COMMON STOCK
-----------------------------------------------------
(Title of Class of Securities)
865910103
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(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. 1 (continued)
CUSIP No. 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
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,736
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 736,285
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,736
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
736,285
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
738,021
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
- --------------------------------------------------------------------------------
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:
Summit Care Corporation
(b) Address of Issuer's Principal Executive Offices:
(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:
During the last five years, Ronald Baron has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors.)
(e) Record of Civil Proceedings:
During the last five years, Ronald Baron 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
Reporting Person owns 1,736 shares of the issuer directly,
paid for with cash for an aggregate purchase price of $25,456.
An additional 445,000 shares were purchased for an
aggregate purchase price of $8,444,151 for the account of an
investment company registered under the Investment Company
Act of 1940, Baron Asset Fund, (the "Baron Fund"),
which is advised by BAMCO, Inc. ("BAMCO"), a registered
investment adviser which is controlled by Ronald Baron.
An additional 291,285 shares were purchased for an aggregate
purchase price of $5,229,366 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 in the accounts of the
investment companies and advisory clients.
<PAGE>
Page 4 of 7 Pages
Item 4. Purpose of Transaction
The securities referred to herein 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 purposes
or effect. Since the last filing, reporting person has disposed
of securities of the issuer and may dispose of additional shares.
Filing Person reserves the right to discuss management and
other proposals with other persons.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person: (i)736,285 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) no
shares in his capacity as General Partner of BCP.
(iii) 1,736 shares personally.
(b) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
1,736
(ii) shared power to vote or direct the vote:
736,285
(iii) sole power to dispose or to direct the disposition:
1,736
(iv) shared power to dispose or direct the disposition:
736,285
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 the Partnerships.
(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 owns 445,000 (6.6%) of the shares reported herein.
(e) Ownership of Less than Five Percent:
Not applicable.
<PAGE>
<PAGE>
Page 5 of 7 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
By virtue of their investment advisory agreements with their
clients, BCM and BAMCO have been given the discretion to
dispose or direct the disposition of the securities in the
advisory accounts. All such agreements are, however, revocable.
The advisory agreements for the Baron Funds have been approved
by their Board of Trustees. The agreements for the Baron Funds
are filed as exhibit 99 to Form N1-A for Baron Asset Fund and
are incorporated by reference herein. All the advisory
agreements are pursuant to a standard form, a copy of which is
filed herewith.
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 21, 1997
/s/ Ronald Baron
_______________________________________
Ronald Baron
Transaction Schedule
From 11-16-96 To 01-17-97
Acct Exec.
Date ID Actvy Qty Price
- -------- ---- ----- ------ ---------
11-22-96 bcm4 sl 3,500 14.5000
12-06-96 bcp sl 1,500 14.3750
12-11-96 bcp sl 2,000 13.7500
12-12-96 bcm4 by 50,000 13.6875
12-12-96 bcp sl 50,000 13.6312
12-16-96 bcm4 by 25,000 13.8125
12-16-96 bcp sl 25,000 13.7500
12-16-96 bcp sl 2,500 13.7500
12-17-96 bcm4 by 25,000 13.5625
12-17-96 bcp sl 25,000 13.5000
12-18-96 baf by 25,000 13.0625
12-18-96 bcp sl 25,000 13.0000
12-19-96 baf by 25,000 14.5625
12-19-96 bcm4 sl 300 14.6250
12-19-96 bcm4 sl 1,500 14.8750
12-19-96 bcp sl 25,000 14.5000
12-20-96 bcm4 sl 1,500 14.5000
12-20-96 bcp sl 4,300 14.3547
12-23-96 bcp sl 6,700 14.3750
01-09-97 baf sl 65,000 13.0000
01-09-97 baf sl 27,000 13.0000
01-09-97 bcm4 sl 2,000 12.9996
01-09-97 bgi sl 45,000 13.0000
01-13-97 bcm4 sl 3,236 12.4996
01-13-97 bcm4 sl 500 12.6246
