UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
_______________________
HARBORSIDE HEALTHCARE CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
411614-10 0
(CUSIP Number)
_______________________
SCOTT D. SPELFOGEL
470 ATLANTIC AVENUE
BOSTON, MASSACHUSETTS 02210
TEL. NO.: (617) 423-2233
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
_______________________
JUNE 14, 1996
(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
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ x ]
Page 1 of 8 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The George Krupp 1994 Family Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ]
(B)[x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7 SOLE VOTING POWER
NUMBER OF
SHARES 622,042
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
622,042
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
622,042
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 3 of 8 Pages
ITEM 1. SECURITY AND ISSUER.
This Schedule relates to shares of Common Stock, par value
$0.01 per share (the "Common Stock"), of Harborside Healthcare
Corporation, a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 470 Atlantic Avenue,
Boston, Massachusetts 02210.
ITEM 2. IDENTITY AND BACKGROUND.
The names and addresses of the persons filing this Schedule are
as follows:
1. The George Krupp 1994 Family Trust ("GKFT" or the "Reporting Party")
is a Massachusetts trust that was established for the benefit of
certain of Douglas Krupp's immediate family members. The address of
GKFT is c/o Lawrence I. Silverstein, Bingham, Dana & Gould, 150
Federal Street, Boston, Massachusetts 02210. The trustees of the
trust are as follows:
(a) Lawrence I. Silverstein, a United States citizen and an
attorney at law, whose business address is Bingham, Dana &
Gould, 150 Federal Street, Boston, Massachusetts 02210.
(b) M. Gordon Ehrlich, a United States Citizen and an attorney at
law, whose business address is Bingham, Dana & Gould, 150
Federal Street, Boston, Massachusetts 02210.
(c) Paul Krupp, a United States citizen, whose principal occupation
is in real estate and, whose business address is Eastern Property
Associates, 129 South Street, Boston, Massachusetts 02111.
Neither the Reporting Party nor the individuals mentioned above
have, during the last five years, been (i) convicted in a criminal
proceeding or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such
person was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Company's operations have historically been conducted by
various corporations and limited partnerships controlled by The Berkshire
Companies, L.P.
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SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 4 of 8 Pages
("BCLP"), certain of its direct and indirect subsidiaries
and affiliates, trusts for the benefit of the families of George and
Douglas Krupp and certain individuals (collectively, the "Contributors").
On May 15, 1996, the Company entered into a reorganization agreement (the
"Reorganization Agreement") with the Contributors (a copy of the
Reorganization Agreement is included as an exhibit to the Company's
Registration Statement on Form S-1 (no. 333-3096), dated as of June 11,
1996 and filed with the Securities and Exchange Commission (the
"Registration Statement"), which is incorporated herein by reference).
Pursuant to the Reorganization Agreement, the Contributors
contributed their equity interests in such entities to the Company in
exchange for, or received in connection with mergers of such entities
with wholly-owned subsidiaries of the Company, 4,400,000 shares of Common
Stock of the Company, par value $0.01 per share, immediately prior to the
completion of the Company's initial public offering. The shares of
Common Stock of the Company reported on herein were received pursuant to
the Reorganization Agreement.
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the transaction is to establish the Company as a
holding company, whereby it will conduct all of its business through its
wholly-owned subsidiary corporations and limited partnerships.
The Reporting Party has no intention, plan or proposal with
respect to:
1. The acquisition by any person of additional securities of
the issuer, or the disposition of securities of the issuer;
2. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
3. A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
4. Any change in the present Board of Directors or management
of the issuer, including any plan or proposals to change the number or
term of directors or to fill any existing vacancy on the Board;
5. Any material change in the present capitalization or
dividend policy of the issuer;
6. Any other material change in the issuer's business or
corporate structure;
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SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 5 of 8 Pages
7. Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the issuer by any person;
8. Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
9. A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or
10. Any action similar to any of those enumerated above.
The Reporting Party, however, may, at any time and from time to
time, and reserves the right to, acquire additional securities of the
Company, dispose of any such securities of the Company or formulate other
plans or proposals regarding the Company or its securities, to the extent
deemed advisable by such Reporting Party in light of its general
investment policies, market conditions or other factors.
ITEM 5.INTEREST IN SECURITIES OF THE ISSUER.
To the best of the Reporting Party knowledge based on the
information contained in the Company's Registration Statement, the
aggregate number of shares of Common Stock of the Company outstanding as
of June 14, 1996 is 8,000,000 shares.
As of the close of business on June 14, 1996:
NAME OF REPORTING PARTY:
GKFT
(a) Aggregate Number of Securities Owned 622,042
Percentage 7.8%
(b) 1. Sole power to vote or to direct
the vote 622,042
<PAGE>
SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 6 of 8 Pages
2. Shared power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the disposition 622,042
4. Shared power to dispose of or to
direct the disposition --
Simultaneously with the filing of this Schedule 13D, a separate
Schedule 13D is being filed on behalf of The Douglas Krupp 1994 Family
Trust ("DKFT"). The trustees of and the number of shares held by DKFT
are identical to those of GKFT.
A separate filing for each of DKFT and GKFT is being made as
the securities held by DKFT and GKFT are not the "same securities" for
purposes of a joint filing pursuant to Rule 13d-1(f)(1). In addition, a
separate Schedule 13D is being filed simultaneously herewith on behalf of
The Berkshire Companies, L.P. and certain other persons including
George Krupp and Douglas Krupp. By virtue of the terms of GKFT and DKFT,
each of George Krupp and Douglas Krupp may be deemed to beneficially own
the securities held by GKFT and DKFT, respectively, by reason of their
power to substitute trust property. Each of George Krupp and Douglas
Krupp have disclaimed beneficial ownership of the shares of Common Stock
held by GKFT and DKFT, respectively. All such disclaimed shares are not
shown herein as beneficially owned by George Krupp or Douglas Krupp,
respectively.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except for the Reorganization Agreement, there are no
contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and
any person with respect to any security of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The Reorganization Agreement is contained in the Registration Statement
and is herein incorporated by reference.
Exhibit 1 Power of Attorney
<PAGE>
SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 7 of 8 Pages
SIGNATURES
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.
June 24, 1996
THE GEORGE KRUPP 1994 FAMILY TRUST
*
Lawrence I. Silverstein, as Trustee
*
Paul Krupp, as Trustee
*
M. Gordon Ehrlich, as Trustee
*By:/s/ Laurence Gerber
_____________________________
Name:
Attorney-in-fact
EXHIBIT 1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Laurence Gerber and Douglas Krupp
and each of them, as his or its true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or it
and in his or its name, place and stead, in any and all capacities (until
revoked in writing), to execute and deliver an initial statement of
beneficial ownership, statements of changes in beneficial ownership and
annual statements of beneficial ownership pursuant to section 16 of the
Securities Exchange Act of 1934, and a Schedule 13D and all amendments
thereto pursuant to such Act, in each case relating to the securities of
Harborside Healthcare Corporation, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of
them, or his or their substitute or substitutes may lawfully do or cause
to be done by virtue hereof.
The George Krupp 1994 Family Trust The Douglas Krupp 1994 Family Trust
/s/ LAWRENCE I. SILVERSTEIN /s/ LAWRENCE I. SILVERSTEIN
- -------------------------------------- ----------------------------------
Lawrence I. Silverstein, as Trustee Lawrence I. Silverstein, as Trustee
/s/ M. GORDON EHRLICH /s/ M. GORDON EHRLICH
- -------------------------------------- ----------------------------------
M. Gordon Ehrlich, as Trustee M. Gordon Ehrlich, as Trustee
/s/ PAUL KRUPP /s/ PAUL KRUPP
- -------------------------------------- ----------------------------------
Paul Krupp, as Trustee Paul Krupp, as Trustee
/s/ GEORGE KRUPP
- --------------------------------------
George Krupp
/s/ DOUGLAS KRUPP
- --------------------------------------
Douglas Krupp
/s/ LAURENCE GERBER
- --------------------------------------
Laurence Gerber
