<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
MANOR CARE, INC.
--------------------------------------------------------------------
(Name of Issuer)
Common Stock
------------------------------------------------------------------
(Title of Class of Securities)
404134-10-8
-------------------------------------------------------------------
(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)
December 15, 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).
<PAGE>
CUSIP No. 404134-10-8 13D Page 2 of 5
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 190,552
8 Shared Voting Power 4,393,543
9 Sole Dispositive Power 190,552
10 Shared Dispositive Power 4,393,543
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,584,532
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
4.47%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 404134-10-8 13D Page 3 of 5
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
3,706,165 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. As reflected in Item 5(c)below, many of these shares
were subsequently sold by the charitable foundation.
In addition, a family investment partnership in which Ms. Bainum is a
General Partner and shares voting authority with her siblings,
Stewart Bainum, Jr., Roberta Bainum, and Bruce Bainum, made a
distribution of 1,779,628 shares to its partners. Of the shares so
distributed, trusts for the benefit of Ms. Barbara Bainum received
280,142 shares and trusts in which Ms. Bainum is the Trustee and her
nieces and nephews are the beneficiaries received 138,632 shares. As
reflected in item 5(c)below, many of these shares were subsequently sold
by the trusts or donated to charity.
Further, Ms. Bainum contributed 171,062 shares to a private foundation
for which she has sole voting authority.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person:
4,584,095 shares, including 19,490 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; 825,674 shares held by the Commonweal Foundation of
which Ms. Bainum is President and a Director and has shared voting
authority; and 171,062 shares owned by The Mental Wellness
Foundation, a private foundation in which Ms. Bainum is the
Chairman and President and has sole voting authority.
<PAGE>
CUSIP No. 404134-10-8 13D Page 4 of 5
Number of shares as to which such person has:
(i) Sole Voting Power 190,552
(ii) Shared Voting Power 4,393,543
(iii) Sole Dispositive Power 190,552
(iv) Shared Dispositive Power 4,393,543
(c) A schedule of transactions effected in the last sixty days is as
follows:
Commonweal Foundation:
----------------------
Sold 22,000 shares 12/06/00 $16.8065
Sold 1,000 shares 12/06/00 $16.8750
Sold 79.750 shares 12/07/00 $16.6580
Sold 18,250 shares 12/07/00 $16.7422
Sold 147,900 shares 12/08/00 $16.8089
Sold 33,900 shares 12/08/00 $16.8214
Sold 185,000 shares 12/11/00 $16.8505
Sold 7,500 shares 12/11/00 $16.9166
Sold 93,350 shares 12/12/00 $16.6694
Sold 2,500 shares 12/12/00 $16.5000
Sold 53,500 shares 12/13/00 $16.2908
Sold 8,700 shares 12/13/00 $16.4124
Sold 42,500 shares 12/13/00 $16.2574
Sold 6,800 shares 12/14/00 $16.3171
Sold 571,189 shares 12/14/00 $16.7020
Sold 203,361 shares 12/15/00 $16.7665
Sold 97,500 shares 12/15/00 $17.8811
Sold 142,177 shares 12/18/00 $18.9756
Sold 11,415 shares 12/18/00 $18.0000
Sold 143,821 shares 12/18/00 $19.1889
Sold 222,033 shares 12/18/00 $19.1056
Sold 301,200 shares 12/19/00 $19.1419
Sold 81,855 shares 12/19/00 $19.3047
Sold 202,586 shares 12/20/00 $19.3308
Sold 603,168 shares 12/20/00 $19.3261
Sold 10,736 shares 12/20/00 $19.5938
Sold 696,000 shares 12/21/00 $18.8384
Sold 368,000 shares 12/22/00 $19.1895
Rec'd contribution of 1,000,000 shares 12/15/00
Rec'd contribution of 2,706,165 shares 12/20/00
The Barbara Bainum Declaration of Trust:
----------------------------------------
Sold 50,000 shares 12/08/00 $16.7500
Sold 50,000 shares 12/11/00 $16.8750
Sold 25,000 shares 12/14/00 $16.2513
Sold 500,000 shares 12/15/00 $16.6300
Sold 150,000 shares 12/15/00 $16.5758
Sold 55,986 shares 12/15/00 $16.8125
Sold 272,500 shares 12/15/00 $16.8750
Sold 127,500 shares 12/15/00 $16.9375
Received _____132,854 shares as a distribution from MidPines
Associates LP - 12/15/00
Received 38,208 shares as a distribution from the Barbara Bainum
Grantor Retained Annuity Trust - 12/18/00
Contributed ____171,062 shares to The Mental Wellness Foundation
on 12/26/00
Barbara Bainum Grantor Retained Annuity Trust:
----------------------------------------------
Received 147,288 shares as a distribution from MidPines
Associates LP - 12/15/00
Distributed 38,208 to Barbara Bainum Declaration of Trust -
12/18/00
Sold 109,080 shares 12/20/00 $19.5748
Trusts for the benefit of Ms. Bainum's niece/nephews:
-----------------------------------------------------
Received ____138,632 shares as a distribution from MidPines
Associates LP - 12/15/00
Sold 119,731 shares 12/19/00 $19.5000
Sold 18,901 shares 12/20/00 $19.5023
<PAGE>
CUSIP No. 404134-10-8 13D Page 5 of 5
The Mental Wellness Foundation:
-------------------------------
Received 171,062_____shares as a contribution from The Barbara
Bainum Declaration of Trust - 12/26/00
(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: December 26, 2000 /s/Barbara Bainum
-------------------
Barbara Bainum
