UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____#2______)*
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 3, 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 Jane Bainum
S.S.#: 269-14-2118 S.S.#: 577-24-6494
2 Check the Appropriate Box if a Member of a Group*
(a) (X ) (b) ( )
3 SEC Use Only
4 Source of Funds
N/A
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 5,101,697
8 Shared Voting Power 3,569,365
9 Sole Dispositive Power 5,101,697
10 Shared Dispositive Power 3,569,365
11 Aggregate Amount Beneficially Owned by Each Reporting Person
8,671,062
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
22.8%
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
Jane Bainum
(b) Business Address:
10770 Columbia Pike, Suite 100
Silver Spring, MD 20901
(c) Present Principal Employment:
President, Realty Investment Company, 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.
Item 3. Source and Amount of Funds or Other Consideration
N/A
Item 4. Purpose of Transaction
250,000 shares were given to a public charity. In addition,
191,203 shares were sold by the Reporting Person to the
Issuer. Additional shares were sold in the public market.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person:
8,671,062 shares, including 4,189,786 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
Jane L. Bainum Declaration of Trust ("JB Trust")are
stockholders and Mr. Bainum is President and Chairman
of the Board of Directors and has shared voting
authority; 112,200 shares held by Cambridge
Investment Co. LLC, a family investment entity of
which Mr. Bainum is the Managing Member and has sole
voting authority; and 1,496 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
JB Trust, the sole trustee and beneficiary of which
is Mr. Bainum's wife.
CUSIP No. 169905-10-6 13D Page 4 of 4
Also includes 1,000 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 5,101,697
(ii) Shared Voting Power 3,569,365
(iii) Sole Dispositive Power 5,101,697
(iv) Shared Dispositive Power 3,569,365
(c) A schedule of transactions effected in the last sixty
days is as follows:
Sold 2,000 shares 08/21/02 $24.0000
Sold 200 shares 08/21/02 $24.0000
Sold 6,500 shares 08/22/02 $24.0308
Sold 4,000 shares 08/22/02 $24.1450
Sold 9,600 shares 08/23/02 $24.0041
Sold 2,000 shares 08/23/02 $24.0000
Sold 24,800 shares 08/26/02 $24.0347
Sold 700 shares 08/27/02 $24.0000
Sold 12,400 shares 09/04/02 $24.0000
Sold 5,585 shares 09/05/02 $24.0223
Sold 191,203 shares 09/12/02 $24.0000
Sold 900 shares 09/12/02 $24.0000
Sold 800 shares 10/02/02 $24.0000
Options Exercised:
585 shares 09/05/02 $16.4880
5,000 shares 09/05/02 $17.6250
Shares Donated to charity:
250,000 shares 10/03/02 N/A
(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
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Stewart Bainum
/s/ Jane Bainum
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Jane Bainum