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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. 3)*
Manor Care, Inc.
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(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
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 15, 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 6
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Stewart Bainum Jane Bainum
S.S.#: ###-##-#### S.S.#: ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
00
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
899,723
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8 SHARED VOTING POWER
4,393,543
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9 SOLE DISPOSITIVE POWER
899,723
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10 SHARED DISPOSITIVE POWER
4,393,543
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,293,266
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.17%
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14 TYPE OF REPORTING PERSON (See Instructions
IN
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CUSIP No. 404134-10-8 13D Page 3 of 6
I
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
Jane Bainum
(b) Business Address:
10770 Columbia Pike, Suite 100
Silver Spring, MD 20901
(c) Present Principal Employment:
Stewart Bainum is the Chairman of Commonweal Foundation, Inc.
10770 Columbia Pike, Suite 100
Silver Spring, MD 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.
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CUSIP No. 404134-10-8 13D Page 4 of 6
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person utilized no funds in the transactions triggering
the filing of this amendment.
Item 4. Purpose of the Transaction.
The reporting person contributed 3,706,165 shares from the Stewart
Bainum Declaration of Trust to the Commonweal Foundation, a private
operating foundation for which the Reporting Person is Chairman of the
Board of Directors. As reflected in Item 5(c)below, many of these shares
were subsequently sold by the charitable foundation.
Item 5. Interest in Securities of Issuer.
(a) Amount and Percentage Beneficially Owned:
5,293,266 shares, including 500 shares held by the Stewart Bainum
Declaration of Trust in which Mr. Bainum is the Trustee and
beneficiary; 3,567,869 shares held directly by Realty Investment
Company, a real estate management and investment company in which
the Stewart Bainum Declaration of Trust is a stockholder and Mr.
Bainum is a Director and shares voting authority; 825,674 shares
held by the Commonweal Foundation of which Mr. Bainum is Chairman
and has shared voting authority; 799,223 shares held by the Jane
Bainum Declaration of Trust in which Mr. Bainum's wife is Trustee
and beneficiary; and 100,000 shares owned by Edelblut Partners, LP
in which Mr. Bainum is controlling stockholder of the General
Partner.
(b) Number of shares as to which such person has:
(i) Sole Voting Power: 899,723
(ii) Shared Voting Power: 4,393,543
(iii) Sole Dispositive Power: 899,723
(iv) Shared Dispositive Power: 4,393,543
(c) Transactions effected in the last sixty days:
Commonweal Foundation:
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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
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CUSIP No. 404134-10-8 13D Page 5 of 6
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
Stewart Bainum Declaration of Trust:
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Received _____500 shares as a distribution from MidPines Associates
LP - 12/15/00
Made charitable contribution of 1,000,000 shares 12/15/00
Made charitable contribution of 2,706,165 shares 12/20/00
Jane Bainum Declaration of Trust:
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Received _____512 shares as a distribution from MidPines Associates
LP - 12/15/00
Edelblut Partners, LP:
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Received _____100,000 shares as a distribution from MidPines
Associates LP - 12/15/00
(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 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. Shares of Common Stock
beneficially owned by Stewart Bainum, Jr., Bruce Bainum, Roberta
Bainum and Barbara Bainum are separately reported by these
individuals.
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CUSIP No. 404134-10-8 13D Page 6 of 6
(e) Ownership of less than five percent:
Not applicable.
Item 6. Contracts, Arrangements, Understanding 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/ Stewart Bainum
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Stewart Bainum
/s/ Jane Bainum
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Jane Bainum
