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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. 6)*
HCR/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)
Mr. Stewart Bainum, Jr. (240) 453-8550
7361 Calhoun Place, Suite 300, Rockville, MD 20855
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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 5
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 3,567,869
9 Sole Dispositive Power 18,381
10 Shared Dispositive Power 3,567,869
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,586,250
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
3.50%
14 Type of Reporting Person
IN
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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:
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
A family investment partnership in which Mr. Bainum is Managing
General Partner and shares voting authority with his siblings, Bruce
Bainum, Roberta Bainum, and Barbara Bainum, made a distribution of
1,779,628 shares to its partners. Of the shares so distributed, trusts
for the benefit of Mr. Bainum received 342,009 shares and trusts in
which Mr. Bainum minor children are the beneficiaries received 6,768
shares. As reflected in item 5(c)below, many of these shares were
subsequently sold by the trusts.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person:
3,586,250 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.
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CUSIP No. 404134-10-8 13D Page 4 of 5
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 3,567,869
(iii) Sole Dispositive Power 18,381
(iv) Shared Dispositive Power 3,567,869
(c) A schedule of transactions effected in the last sixty days is
as follows:
Stewart Bainum, Jr. Declaration of Trust:
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Received _____179,679 shares as a distribution from MidPines
Associates LP - 12/15/00
Received 42,205 shares as a distribution from the Stewart Bainum,
Jr. Grantor Retained Annuity Trust - 12/18/00
Sold 221,884 shares 12/19/00 $19.0640
Stewart Bainum, Jr. Grantor Retained Annuity Trust:
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Received ____162,330 shares as a distribution from MidPines
Associates LP - 12/15/00
Distributed 42,205 to Stewart Bainum, Jr. Declaration of Trust -
12/18/00
Sold 120,125 shares 12/19/00 $19.0640
Trusts for the benefit of Mr. Bainum's minor children:
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Received ____6,768 shares as a distribution from MidPines
Associates LP - 12/15/00
Sold 5,846 shares 12/19/00 $19.5000
Sold 922 shares 12/20/00 $19.5023
(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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CUSIP No. 404134-10-8 13D Page 5 of 5
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, Jr.
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Stewart Bainum, Jr.
