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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. 5)*
HCR/MANOR CARE, INC.
________________________________________________________________________________
(Name of Issuer)
Common Stock_________
________________________________________________________________________________
(Title of Class of Securities)
404134-10-8___
_______________________________________________________________
(CUSIP Number)
Mr. Stewart Bainum, Jr. (240) 453-8550
7361 Calhoun Place, Suite 300, Rockville, MD 20855
________________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 13, 2000
_______________________________________________________________
(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 18,381
8 Shared Voting Power 5,347,497
9 Sole Dispositive Power 18,381
10 Shared Dispositive Power 5,347,497
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,365,878
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
5.24%
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:
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:
7361 Calhoun Place, Suite 300
Rockville, MD 20855
(c) Present Principal Employment:
Chairman of the Board,Manor Care, Inc.
7361 Calhoun Place, Suite 300
Rockville, Maryland 20855
(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
1,989,389 shares were sold by the Reporting Person in
transactions on the open market enacted through a broker.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person:
5,365,878 shares, including 3,567,869 shares held directly by
Realty Investment Company, a real estate management and
investment company in which the SBJ Trust is a 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 18,000 shares which Mr. Bainum, Jr. has the right
to acquire pursuant to stock options which are presently
exercisable or which become exercisable within sixty days. Also
includes 381 shares held in the 401K retirement plan of the
Issuer for the benefit of Mr. Bainum, Jr.
(b) Number of shares as to which such person has:
(i) Sole Voting Power 18,381
(ii) Shared Voting Power 5,347,497
(iii) Sole Dispositive Power 18,381
(iv) Shared Dispositive Power 5,347,497
(c) A schedule of transactions effected in the last sixty days is
as follows:
SALES:
DATE SHARES SHARE PRICE GROSS PROCEEDS
---- ------ ----------- --------------
11/7/00 100,000 $16.3215 $ 1,632,150
11/8/00 25,000 $16.3750 409,375
11/8/00 75,000 $16.0530 1,203,975
11/8/00 56,300 $15.9165 896,099
11/9/00 160,000 $15.7904 2,526,464
11/10/00 200,000 $15.8803 3,176,060
11/13/00 600,000 $15.9049 9,542,940
11/13/00 213,000 $15.7638 3,357,689
11/14/00 24,200 $15.8151 382,725
11/15/00 200,000 $15.6250 3,125,000
11/15/00 300,000 $15.9129 4,773,870
11/16/00 35,889 $16.5205 592,904
$1,989,389 $31,619,252
(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
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: November 22, 2000
/s/ Stewart Bainum, Jr.
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Stewart Bainum, Jr.
