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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. 4)*
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)
January 4,2001
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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 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
0
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8 SHARED VOTING POWER
3,567,869
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
3,567,869
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,567,869
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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)
3.48%
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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 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
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 5
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.
Shares were sold by: (1) a Trust in which the Reporting Person is the
sole Trustee and beneficiary; (2) a Trust in which the Reporting
Person's wife is the sole trustee and beneficiary; (3) a Foundation
in which the Reporting Person is Chairman of the Board of Directors
and a substantial contributor; and (4) a partnership wholly owned by
the Reporting Person and his wife.
Item 5. Interest in Securities of Issuer.
(a) Amount and Percentage Beneficially Owned:
3,567,869 shares, representing shares held directly by Realty
Investment Company, a real estate management and investment
company in which the Stewart Bainum Declaration of Trust and the
Jane Bainum Declaration of Trust are stockholders and Mr. Bainum
is a Director and shares voting authority.
(b) Number of shares as to which such person has:
(i) Sole Voting Power: 0
(ii) Shared Voting Power: 3,567,869
(iii) Sole Dispositive Power: 0
(iv) Shared Dispositive Power: 3,567,869
(c) Transactions effected in the last sixty days:
Commonweal Foundation:
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Sold 322,700 shares 12/26/00 $19.7051
Sold 344,000 shares 12/27/00 $19.6802
Sold 40,000 shares 12/28/00 $20.7052
Sold 108,000 shares 12/29/00 $20.8316
Sold 10,500 shares 01/02/01 $21.3095
Sold 474 shares 01/02/01 $21.3750
Stewart Bainum Declaration of Trust:
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Sold 500 shares 01/11/01 $20.0625
Jane Bainum Declaration of Trust:
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Sold 146,000 shares 01/02/01 $20.9895
Sold 140,000 shares 01/03/01 $20.9576
Sold 35,000 shares 01/04/01 $18.6085
Sold 70,000 shares 01/05/01 $18.1169
Sold 68,000 shares 01/08/01 $18.0392
Sold 298,000 shares 01/09/01 $19.0549
Sold 42,200 shares 01/10/01 $18.9935
Sold 23 shares 01/10/01 $19.1875
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CUSIP No. 404134-10-8 13D Page 5 of 5
Edelblut Partners, LP:
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Sold 70,000 shares 01/11/01 $19.4475
Sold 30,000 shares 01/11/01 $19.3125
(d) Ownership of more than five percent on behalf of Another Person:
Not Applicable
(e) Ownership of less than five percent:
The reporting persons have ceased to be the owner of more than
5%.
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: January 16, 2001
s/ Stewart Bainum
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Stewart Bainum
/s/ Jane Bainum
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Jane Bainum
January 16, 2001
VIA - EDGARLINK
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Securities and Exchange Commission
450 5th Street, NW
Washington, DC 20549
Re: Schedule 13D
Manor Care, Inc.
Dear Sirs:
Attached for filing pursuant to Rule 13d-2(a) of the Exchange Act is a copy
of the Schedule 13D with respect to Manor Care, Inc., filed on behalf of Stewart
and Jane Bainum.
If you have any questions or problems, please contact Christine A. Shreve
at (301) 881-9854. Thank you.
Very truly yours,
/S/ Christine A. Shreve
Christine A. Shreve
Accountant
