-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PUEV2Ym/r3CuAJV2m6EMMamMAuNHBBiA+tU1QLsziOmhIKe4gHMS4HYOWk0ok6vm q8KojOCzfjXK/MiI6Tfbvw== 0000928385-99-001481.txt : 19990430 0000928385-99-001481.hdr.sgml : 19990430 ACCESSION NUMBER: 0000928385-99-001481 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990429 GROUP MEMBERS: BAINUM STEWART/ GROUP MEMBERS: JANE BAINUM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HCR MANOR CARE INC CENTRAL INDEX KEY: 0000878736 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 341687107 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42240 FILM NUMBER: 99604972 BUSINESS ADDRESS: STREET 1: ONE SEAGATE CITY: TOLEDO STATE: OH ZIP: 43604-2616 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: ONE SEAGATE CITY: TOLEDO STATE: OH ZIP: 43604-2616 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH CARE & RETIREMENT CORP / DE DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAINUM STEWART/ CENTRAL INDEX KEY: 0000903871 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 213445874 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O MANOR CARE INC STREET 2: 11555 DARNESTOWN ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: 3019794400 MAIL ADDRESS: STREET 1: 11555 DARNESTOWN ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878 FORMER COMPANY: FORMER CONFORMED NAME: BAINUM STEWART DATE OF NAME CHANGE: 19930506 SC 13D/A 1 SCHEDULE 13D/AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* HCR/MANOR CARE,INC. ---------------------------------------------------- (Name of Issuer) Common Stock --------------------------------- (Title of Class of Securities) 404134-10-8 --------------------------- (CUSIP Number) Patricia Bowditch (301) 495-4400 8737 Colesville Road, Suite 800, Silver Spring, MD 20910 ------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 19, 1999 ---------------------------------------------------------------- (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). 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 Stewart Bainum Jane Bainum S.S.#: ###-##-#### S.S.#: ###-##-#### 2 Check the Appropriate Box if a Member of a Group* (a) (X ) (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 6,610,875 8 Shared Voting Power 3,638,674 9 Sole Dispositive Power 6,610,875 10 Shared Dispositive Power 3,638,674 11 Aggregate Amount Beneficially Owned by Each Reporting Person 10,249,549 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 9.2% 14 Type of Reporting Person IN CUSIP No. 404134-10-8 13D Page 3 of 4 Item 1. Security and Issuer (a) Name of Issuer: HCR/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: 8737 Colesville Road, Suite 800 Silver Spring, MD 20910 (c) Present Principal Employment: President and Chairman of the Board,Realty Investment Co, Inc. 8737 Colesville Road, Suite 800 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 2,119,755 shares were acquired by the Reporting Person in transactions which involve the liquidation of two family owned investment partnerships and the resulting distributions to the partners of the securities of the issuer owned by the partnerships. The Reporting Person continues to hold the Shares for investment purposes. The Reporting Person has no present plans or intentions that would result in or relate to any of the transactions described in Subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer (a) Amount and percentage beneficially owned: Reporting Person: 10,249,549 shares, including 5,806,165 shares held directly by the Stewart Bainum Declaration of Trust ("SB Trust"), of which Mr. 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 SB Trust and the JB Trust are stockholders and Mr. Bainum is the Chairman and President and has shared voting authority; 70,805 shares held by the Commonweal Foundation of which Mr. Bainum is Chairman of the Board of Directors and has shared voting authority. Also includes 798,711 shares held by the Jane L. Bainum Declaration of Trust ("JB Trust"), the sole trustee and beneficiary of which is Mr. Bainum's wife. CUSIP No. 404134-10-8 13D Page 4 of 4 Also includes 5,999 shares which Mr. Bainum has the right to acquire pursuant to stock options which are presently exercisable or which become exercisable within sixty days. (b) Number of shares as to which such person has: (i) Sole Voting Power 6,610,875 (ii) Shared Voting Power 3,638,674 (iii) Sole Dispositive Power 6,610,875 (iv) Shared Dispositive Power 3,638,674 (c) A schedule of transactions effected in the last sixty days is as follows:
Commonweal Foundation: --------------------- Sold 4,500 shares 2/22/99 $24.50 Sold 1,500 shares 2/23/99 $24.5625 Sold 2,500 shares 2/23/99 $24.625 Rec'd gift from Stewart Bainum 37,000 shares 3/15/99 $24.7813 Sold 2,000 shares 4/07/99 $24.125 Sold 8,000 shares 4/07/99 $24.00 Sold 17,000 shares 4/09/99 $24.1875 Sold 5,000 shares 4/09/99 $24.125 Sold 5,000 shares 4/13/99 $24.00
(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: April 28, 1999 /s/ Stewart Bainum ------------------------------------ Stewart Bainum /s/ Jane Bainum ------------------------------------ Jane Bainum -----END PRIVACY-ENHANCED MESSAGE-----