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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. 2)*
HCR/MANOR CARE, INC.
________________________________________
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
404134-10-8
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(CUSIP Number)
Patricia Bowditch (301) 592-1300
10770 Columbia Pike, Suite 100, Silver Spring, MD 20901
___________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 16, 1999
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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. 404134-10-8 13D Page 2 of 4
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:
7 Sole Voting Power 1,998,389
8 Shared Voting Power 5,347,497
9 Sole Dispositive Power 1,998,389
10 Shared Dispositive Power 5,347,497
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,345,886
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
6.98%
14 Type of Reporting Person
IN
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CUSIP No. 404134-10-8 13D Page 3 of 4
Item 1. Security and Issuer
(a) Name of Issuer:
HCR/Manor Care, Inc.
(b) Address of Issuer's Principal Executive Offices:
1 SeaGate
Toledo, OH 43604
(c) Title and Class of Securities:
Common Stock
Item 2. Identity and Background
(a) Name:
Stewart Bainum, Jr.
(b) Business Address:
10770 Columbia Pike, Suite 100
Silver Spring, MD 20901
(c) Present Principal Employment:
Chairman of the Board,HCR/Manor Care, Inc.
10770 Columbia Pike, Suite 100
Silver Spring, Maryland 20901
(d) Record of Convictions:
During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations
or 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:
Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
N/A
Item 4. Purpose of Transaction
Effective August 16, 1999, Stewart Bainum, Jr. resigned as a co-
trustee of the Roberta Bainum Irrevocable Grantor Trust in which his
sister, Roberta Bainum, is the sole beneficiary. Therefore, he no
longer shares voting and dispositive authority over the Trust's
1,457,876 shares of the Issuer. Thus, these shares are no longer
being reported by Mr. Bainum, Jr. There was no consideration involved
in his resignation.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person:
7,345,886 shares, including 1,989,389 shares held directly by the
Stewart Bainum, Jr. Declaration of Trust ("SBJ Trust"), of which
Mr. Bainum, Jr. is the sole trustee and beneficiary; and
3,567,869 shares held directly by Realty Investment Company, a
real estate management and investment company in which the SBJ
Trust is a non controlling stockholder and shares voting
authority. Also includes 1,779,628 shares owned by Mid Pines
Associates Limited Partnership in which the SBJ Trust is the
Managing General Partner and has shared voting authority.
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CUSIP No. 404134-10-8 13D Page 4 of 4
Also includes 9,000 shares that Mr. Bainum, Jr. has the right to
acquire pursuant to stock options which are presently exercisable
or which become exercisable within sixty days.
(b) Number of shares as to which such person has:
(i) Sole Voting Power 1,998,389
(ii) Shared Voting Power 5,347,497
(iii) Sole Dispositive Power 1,998,389
(iv) Shared Dispositive Power 5,347,497
(c) A schedule of transactions effected in the last sixty days is as
follows:
During the time that Mr. Bainum, Jr. was serving as a co-trustee on
the Roberta Bainum Irrevocable Trust ("RBIT") for the benefit of his
sister, Roberta Bainum, the RBIT made the following sales of stock of
the Issuer:
August 12, 1999 40,000 shares sold $21.0000
August 12, 1999 40,000 shares sold $21.0625
August 12, 1999 10,000 shares sold $21.1250
August 12, 1999 5,000 shares sold $21.1875
August 12, 1999 20,000 shares sold $21.2500
August 12, 1999 15,200 shares sold $21.3125
August 13, 1999 69,800 shares sold $21.1403
Bainum Associates Limited Partnership ("BA") and MC Investments
Associates, Limited Partnership ("MCI") are family limited
partnerships in which the SBJ Trust is the Managing General Partner.
In April 1999, as previously reported, BA and MCI commenced
liquidation of the partnerships. On August 13, 1999, BA sold 3,972
shares and MCI sold 3,760 shares at $21.325 representing all of the
partnerships' remaining shares of the Issuer.
378 shares of the Issuer were given to the Baltimore Symphony
Orchestra and 1,129 shares of the Issuer were given to the University
of Maryland Foundation. There was no consideration in these
transactions.
(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,
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
None
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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: September 13, 1999
/s/ Stewart Bainum, Jr.
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Stewart Bainum, Jr.
