UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CHOICE HOTELS INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
169905-10-6
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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)
October 2, 2002
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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).
CUSIP No. 169905-10-6 13D Page 2 of 4
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stewart Bainum, Jr.
S.S.#: 213-44-5874
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 1,475,053
8 Shared Voting Power 5,347,497
9 Sole Dispositive Power 1,475,053
10 Shared Dispositive Power 5,347,497
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,822,550
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
17.9%
14 Type of Reporting Person
IN
CUSIP No. 169905-10-6 13D Page 3 of 4
Item 1. Security and Issuer
(a) Name of Issuer:
Choice Hotels International, Inc.
(b) Address of Issuer's Principal Executive Offices:
10750 Columbia Pike
Silver Spring, MD 20901
(c) Title and Class of Securities:
Common Stock
Item 2. Identity and Background
(a) Name:
Stewart Bainum, Jr.
(b) Business Address:
10770 Columbia Pike, Suite 100
Silver Spring, MD 20901
(c) Present Principal Employment:
Chairman, Choice Hotels International
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
N/A
Item 4. Purpose of Transaction
400,000 shares were sold by the Reporting Person to the Issuer.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person:
6,822,550 shares, including 1,233,494 shares held directly
by the Stewart Bainum, Jr. Declaration of Trust ("SBJ
Trust"), of which Mr. Bainum, Jr. 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 SBJ Trust is a
non-controlling stockholder (beneficial ownership of such
shares is disclaimed); and 1,779,628 shares owned by Mid
Pines Associates, Limited Partnership of which the SBJ
Trust is Managing General Partner and has shared voting
authority.
CUSIP No. 169905-10-6 13D Page 4 of 4
Also includes 1,719 shares of restricted stock
granted by the issuer which Mr. Bainum, Jr. has the
right to receive upon termination of his employment
with the Company pursuant to the terms of the Choice
Hotels International, Inc. Non-Qualified Retirement
Savings and Investment Plan. Also includes 239,840
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.
(b) Number of shares as to which such person has:
(i) Sole Voting Power 1,475,053
(ii) Shared Voting Power 5,347,497
(iii) Sole Dispositive Power 1,475,053
(iv) Shared Dispositive Power 5,347,497
(c) A schedule of transactions effected in the last sixty
days is as follows:
Sold 108,797 shares 09/12/02 $24.0000
Sold 400,000 shares 10/02/02 $23.5750
(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: October 9, 2002
/s/ Stewart Bainum, Jr.
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Stewart Bainum, Jr.