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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. ____)*
HCR MANOR CARE, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
404-134-10-8
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(CUSIP Number)
Patricia Bowditch
Realty Investment Company
8737 Colesville Road, Suite 800, Silver Spring, MD 20910
(301) 495-4400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 25, 1998
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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. 404-134-10-8 13D Page 2 of 5
1 Name of Reporting Person
Stewart Bainum
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(D) or 2(E) ( )
6 Citizenship or Place of Organization
USA
<TABLE>
<CAPTION>
Number of Shares Beneficially
Owned by the Reporting Person with:
<S> <C> <C>
7 Sole Voting Power 6,568,205
8 Shared Voting Power 3,647,174
9 Sole Dispositive Power 6,568,205
10 Shared Dispositive Power 3,647,174
</TABLE>
11 Aggregate Amount Beneficially Owned by the Reporting Person
10,215,379
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
9.24%
14 Type of Reporting Person
IN
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CUSIP No. 404-134-10-8 13D Page 3 of 5
Item 1. Security and Issuer
(a) Name of Issuer:
HCR Manor Care, Inc.
(b) Address of Issuer's Principal Executive Offices:
One SeaGate
Toledo, OH 43604
(c) Title and Class of Securities:
Common Stock
Item 2. Identity and Background
(a) Name:
Stewart Bainum
(b) Business Address:
10750 Columbia Pike
Silver Spring, MD 20901
(c) Present Principal Employment:
Chairman of the Board
Realty Investment Company
8737 Colesville Road
Suite 800
Silver Spring, MD 20910
(d) Record of Convictions:
During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors).
(e) Record of Civil Proceedings:
During the last five years, the Reporting Person 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:
United States of America
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person was previously the beneficial owner of equity
securities of Manor Care, Inc. ("Manor Care") and filed a Schedule 13G
with respect to such securities. On September 25, 1998, Manor Care
consummated a merger with a wholly owned subsidiary of Health Care and
Retirement Corporation, which simultaneously changed its name to HCR
Manor Care, Inc. ("HCR Manor Care"). As a result of this transaction,
each share of common stock of Manor Care beneficially owned by the
Reporting Person was converted into one
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CUSIP No. 404-134-10-8 13D Page 4 of 5
share of common stock of HCR Manor Care. In addition, the Reporting
Person owned options to purchase 8,000 shares of Manor Care common
stock, which were exchanged in connection with the merger for 4,454
shares of common stock of HCR Manor Care.
Item 4. Purpose of Transaction
See Item 3. 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 by the Reporting
Person: 10,215,379 shares, including (i) 3,723,410 shares held
directly by the Stewart Bainum Declaration of Trust (the "SB
Trust"), of which Mr. Bainum is the sole trustee and
beneficiary; (ii) 919,552 shares owned by Bainum Associates
Limited Partnership and 1,126,532 shares owned by MC Investments
Limited Partnership, each of which is a limited partnership in
which the SB Trust is a limited partner and, as such, has the
right to acquire at any time a number of shares equal in value
to the liquidation preference of its limited partnership
interest; (iii) 3,567,869 shares held by Realty Investment
Company ("Realty Investment"), in which Mr. Bainum has shared
voting authority; (iv) 79,305 shares held by the Commonweal
Foundation ("Commonweal"), in which Mr. Bainum has shared voting
authority; and (v) 798,711 shares held by the Jane L. Bainum
Declaration of Trust, the sole trustee and beneficiary of which
is Mr. Bainum's wife.
<TABLE>
<CAPTION>
(b) Number of shares as to which such person has:
<S> <C>
(i) Sole Voting Power 6,568,205
(ii) Shared Voting Power 3,647,174
(iii) Sole Dispositive Power 6,568,205
(iv) Shared Dispositive Power 3,647,174
</TABLE>
The Reporting Person may be deemed to share power to vote and
dispose of shares (i) held by Realty Investment with family
members who are also shareholders of Realty Investment, and (ii)
in Commonweal with family members who are also on the Board of
Directors of Commonweal.
(c) See Item 3.
(d) To the extent that shares of the Issuer identified in Item 5(a)
are held by corporations or partnerships, other shareholders and
partners of such entities have the right to receive a
proportionate share of dividends paid with respect to such shares
and the proceeds from the sale of such shares. To the best of the
reporting person's knowledge, other than Jane Bainum, the
Reporting Person's wife, and Barbara Bainum, Bruce Bainum,
Roberta Bainum and Stewart Bainum, Jr., the Reporting Person's
children, no other person has such an interest relating to more
than 5% of the outstanding class of securities.
(e) Not applicable.
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CUSIP No. 404-134-10-8 13D Page 5 of 5
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: October 5, 1998
/s/ Stewart Bainum
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Stewart Bainum
