-----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, KSqasmyaEh7WP7ZDJuknubuyVCaBzn1ldH4riYAPA2/H14i1F9xtf83mAQxk+Q7P 2PFE156Kc1P4MJVIseMSuw== 0000950172-00-000473.txt : 20000307 0000950172-00-000473.hdr.sgml : 20000307 ACCESSION NUMBER: 0000950172-00-000473 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000306 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE INC/NEW CENTRAL INDEX KEY: 0000354604 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 521200376 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-19322 FILM NUMBER: 561919 BUSINESS ADDRESS: STREET 1: 11555 DARNESTOWN RD CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: 3017974000 MAIL ADDRESS: STREET 1: 11555 DARNESTOWN RD CITY: GAITHERSBURG STATE: MD ZIP: 20878 FORMER COMPANY: FORMER CONFORMED NAME: MANOR CARE HOLDING CO DATE OF NAME CHANGE: 19810826 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAINUM BRUCE CENTRAL INDEX KEY: 0001036806 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8738 COLESVILLE ROAD STREET 2: SUITE 800 CITY: SILVER SPRING STATE: MD ZIP: 20910 BUSINESS PHONE: 3014954400 MAIL ADDRESS: STREET 1: 8738 COLESVILLE ROAD STREET 2: SUITE 800 CITY: SILVER SPRING STATE: MD ZIP: 20910 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* MANOR CARE, INC. --------------------------------------------------------------- (Name of Issuer) Common Stock --------------------------------------------------------------- (Title of Class and Securities) 404134-10-8 --------------------------------------------------------------- (CUSIP Number) Lisa Bellamy (301) 592-1300 Realty Investment Company, Inc. 10770 Columbia Pike, Suite 100, Silver Spring, Maryland 20901 --------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 3, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), 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). This Statement constitutes Amendment no. 1 to the statement on Schedule 13D filed with the Securities and Exchange Commission ("Schedule 13D") by Bruce Bainum on April 30, 1999, in connection with his beneficial ownership of shares of the capital stock of Manor Care, Inc. Terms not defined in this Amendment shall have the respective meaning ascribed to such terms in the Schedule 13D. 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Bruce Bainum S.S.#: ###-##-#### 2 Check the Appropriate Box if a Member of a Group* (a) ( ) (b) ( ) 3 SEC Use Only 4 Source of Funds Not applicable. 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 The Reporting Person with: 7 Sole Voting Power: 3,157,252 8 Shared Voting Power: 5,494,197 9 Sole Dispositive Power: 3,157,252 10 Shared Dispositive Power: 5,494,197 11 Aggregate Amount Beneficially Owned by The Reporting Person 8,651,449 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 8.40% 14 Type of Reporting Person IN Item 1. Security and Issuer (a) Name of Issuer: Manor Care, Inc. (b) Address of Issuer's Principal Executive Offices: 7361 Calhoun Place, Suite 300 Rockville, MD 20855 (c) Title and Class of Securities: Common Stock Item 2. Identity and Background (a) Name: Bruce Bainum (b) Business Address: 10770 Columbia Pike, Suite 100, Silver Spring, Maryland 20901 (c) Present Principal Employment: Professor of Psychology 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 Not applicable. Item 4. Purpose of Transaction On March 3, 2000, Mr. Stewart Bainum, Jr., a relative of the Reporting Person, submitted a letter to Manor Care, Inc. (the "Issuer") concerning Mr. Bainum, Jr.'s interest in exploring a possible recapitalization or leveraged buyout transaction involving the Issuer. A copy of such letter is attached as an exhibit to this Schedule 13D and is incorporated herein by reference. While no final decision has been made by the Reporting Person, it is expected that the Reporting Person would participate with Mr. Bainum, Jr. in any such transaction. Except as set forth above, the Reporting Person has no present plans or intentions which 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 by Reporting Person: 8,651,449 shares, including 94,500 shares directly owned; 1,904,876 shares held directly by the Bruce Bainum Declaration of Trust ("BB Trust"), of which Mr. Bainum is the sole trustee and beneficiary; 3,567,869 shares held directly by Realty Investment Company, Inc. a real estate management and investment company in which the BB Trust is a stockholder and Mr. Bainum is a Director and shares voting authority; 146,700 shares held by the Commonweal Foundation, Inc. of which Mr. Bainum is a Director and has shared voting authority; and 1,779,628 shares owned by Mid Pines Associates, Limited Partnership in which the BB Trust is a General Partner and has shared voting authority. Also includes 1,157,876 shares owned by the Roberta Bainum Irrevocable Trust of which Mr. Bainum is the sole trustee and has sole voting authority and his sister is the beneficiary. (b) Number of shares as to which such person has: (i) Sole Voting Power: 3,157,252 (ii) Shared Voting Power: 5,494,197 (iii) Sole Dispositive Power: 3,157,252 (iv) Shared Dispositive Power: 5,494,197 (c) A schedule of transactions effected in the last sixty days is as follows: Not applicable. (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 99.1 Letter from Mr. Stewart Bainum, Jr. to Mr. William H. Longfield dated March 3, 2000. 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: March 6, 2000 /s/ Bruce Bainum ----------------------- Bruce Bainum EX-99 2 EXHIBIT 99.1 - LETTER FROM MR. STEWART BAINUM, JR. Exhibit 99.1 Stewart Bainum, Jr. 10750 Columbia Pike Silver Spring, Maryland 20901 March 3, 2000 Mr. William H. Longfield Co-Chairman, Special Committee of Board of Directors of Manor Care, Inc. c/o C. R. Bard, Inc. 730 Central Avenue Murray Hill, NJ 07974 Dear Bill: As we discussed in our recent conversations, in light of my understanding that a Special Committee of the Board of Directors of Manor Care, Inc. (the "Company") is considering a buyout proposal for the Company, I am writing to express my interest in pursuing a possible recapitalization, leveraged buyout or similar transaction with the Company. I expect such a transaction would be at a share price significantly in excess of the current price. I am speaking with several sources of equity and/or debt financing to obtain the necessary funds for such a transaction. I expect that my family members would participate in the transaction. As I mentioned, I have retained Banc of America Securities LLC and Skadden, Arps, Slate, Meagher & Flom LLP to provide financial and legal advice regarding this transaction. My equity/debt financing sources will, of course, need to have fair access to non-public information regarding the Company. I would be willing to sign a customary and mutually acceptable confidentiality agreement before you furnish any such non-public information. Once my financing sources and I have been provided with the opportunity to review the requested information, we will be in a position to move promptly in presenting a definitive proposal to the Special Committee. I look forward to working with the Special Committee and its advisors on a constructive basis to obtain the best possible transaction for the Company and its shareholders. This letter represents an expression of interest and is not intended to be binding or create any obligation with respect to a transaction. Very truly yours, /s/ Stewart Bainum, Jr. ----------------------- Stewart Bainum, Jr. cc: Mr. Robert G. Siefers, Co-Chairman, Special Committee -----END PRIVACY-ENHANCED MESSAGE-----