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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)*
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)
Christine A. Shreve (301)881-9854
11810 Parklawn Drive, Suite 200, Rockville, MD 20852
___________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 27, 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 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
Barbara Bainum
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 1,250,476
8 Shared Voting Power 6,824,697
9 Sole Dispositive Power 1,250,476
10 Shared Dispositive Power 6,824,697
11 Aggregate Amount Beneficially Owned by Each Reporting Person
8,075,173
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
7.88%
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:
Barbara Bainum
(b) Business Address:
10770 Columbia Pike, Suite 100
Silver Spring, MD 20901
(c) Present Principal Employment:
President - Commonweal Foundation, 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
The Reporting Person utilized no funds in the acquisition of the
securities of the issuer triggering the filing of this 13D.
Item 4. Purpose of Transaction
1,800,000 shares were acquired by the Reporting Person in 2
transactions which involve charitable contributions of shares of the
Issuer to the Commonweal Foundation, a private operating foundation
for which the Reporting Person is the President and Vice Chairman of
the Board of Directors.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person:
8,075,173 shares, including 1,250,476 shares held directly by the
Barbara Bainum Declaration of Trust ("BB Trust"), of which Ms.
Bainum is the sole trustee and beneficiary; 3,567,869 shares held
directly by Realty Investment Company, a real estate management
and investment company in which the BB Trust is a stockholder and
Ms. Bainum is a Director and shares voting authority; 1,477,200
shares held by the Commonweal Foundation of which Ms. Bainum is
President and a Director and has shared voting authority; and
1,779,628 shares owned by Mid Pines Associates, Limited
Partnership in which the BB Trust is a General Partner and has
shared voting authority.
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CUSIP No. 404134-10-8 13D Page 4 of 4 (b)
Number of shares as to which such person has:
(i) Sole Voting Power 1,250,476
(ii) Shared Voting Power 6,824,697
(iii) Sole Dispositive Power 1,250,476
(iv) Shared Dispositive Power 6,824,697
(c) A schedule of transactions effected in the last sixty days is as
follows:
<TABLE>
<S> <C> <C> <C> <C>
Commonweal Foundation:
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Sold 7,000 shares 11/20/00 $17.5000
Sold 2,500 shares 11/21/00 $17.5000
Sold 71,250 shares 11/21/00 $17.0391
Rec'd contribution of 300,000 shares 11/21/00
Sold 28,750 shares 11/22/00 $17.1001
Sold 38,700 shares 11/22/00 $17.0360
Sold 25,600 shares 11/24/00 $17.1567
Sold 21,000 shares 11/27/00 $17.1750
Rec'd contribution of 1,500,000 shares 11/27/00
Sold 86,100 shares 11/28/00 $17.2169
Sold 10,000 shares 11/29/00 $17.1406
Sold 2,550 shares 11/29/00 $17.1250
Sold 5,550 shares 11/30/00 $17.0000
Sold 3,750 shares 11/30/00 $17.0017
Sold 300 shares 12/01/00 $17.0000
Sold 32,700 shares 12/04/00 $16.8750
Sold 24,000 shares 12/04/00 $16.6732
Sold 12,250 shares 12/04/00 $16.9194
Sold 97,500 shares 12/05/00 $16.8157
Barbara Bainum Declaration of Trust
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Sold 50,000 shares 10/11/00 $15.5022
Sold 50,000 shares 10/30/00 $15.9746
Sold 160,000 shares 11/06/00 $17.0000
Sold 40,000 shares 11/14/00 $15.5090
Sold 100,400 shares 11/21/00 $17.3706
Sold 38,700 shares 11/22/00 $17.0360
Sold 25,400 shares 11/24/00 $17.1567
Sold 21,000 shares 11/27/00 $17.1750
Sold 2,800 shares 11/28/00 $17.0848
Sold 48,500 shares 11/29/00 $17.0412
Sold 16,300 shares 11/30/00 $17.0146
Sold 51,300 shares 12/04/00 $17.0000
Sold 50,000 shares 12/05/00 $17.0000
</TABLE>
(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.
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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: December 6, 2000 /s/ Barbara Bainum
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Barbara Bainum
