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>
Page 1 of 19 Pages
SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 2 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Berkshire Companies, L.P.
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 2,696,903
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
2,696,903
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,696,903
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 3 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KGP- 1,Inc.
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
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES --
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
2,760,263
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
2,760,263
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,760,263
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.5%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 4 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KGP-2,Inc.
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
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES --
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
2,696,903
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
2,696,903
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,696,903
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.7%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 5 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Douglas Krupp
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ]
(B)[ ]
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
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES --
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
3,382,305
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
3,382,305
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,760,263
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 6 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George Krupp
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
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES --
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
3,382,305
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
3,382,305
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,760,263
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 7 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laurence Gerber
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
Unites States
7 SOLE VOTING POWER
NUMBER OF
SHARES 69,892
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
2,760,263
9 SOLE DISPOSITIVE POWER
69,892
10 SHARED DISPOSITIVE POWER
2,760,263
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,892
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.88%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 8 of 19 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 Berkshire Companies, L.P. ("BCLP"), a Massachusetts limited
partnership, whose principal business and office address is 470
Atlantic Avenue, Boston, Massachusetts 02210;
2. KGP-1, Inc. ("KGP-1"), a Delaware corporation, whose principal
business and office address is 470 Atlantic Avenue, Boston,
Massachusetts 02210, is a general partner of BCLP. Douglas Krupp
and George Krupp are the sole directors of KGP-1. Laurence Gerber
is the President and Frank Apeseche is the Executive Vice President
of KGP-1. Douglas Krupp and George Krupp each own 50% of the common
stock of KGP-1 and are each ultimately in control of this
corporation; and
3. KGP-2, Inc. ("KGP-2"), a Delaware corporation, whose principal
business and office address is 470 Atlantic Avenue, Boston,
Massachusetts 02210, is a general partner of BCLP. Douglas Krupp
and George Krupp are the sole directors of KGP-2. Laurence Gerber
is the President and Frank Apeseche is the Executive Vice President
of KGP-2. Douglas Krupp and George Krupp each own 50% of the common
stock of KGP-2 and are each ultimately in control of this
corporation; and
4. Douglas Krupp, a United States citizen, whose business address is
c/o The Berkshire Group, 470 Atlantic Avenue, Boston, Massachusetts
02210. Douglas Krupp is Chairman of BCLP, a holding company whose
address is 470 Atlantic Avenue, Boston, Massachusetts 02210 and owns
50% of the common stock of each of KGP-1 and KGP-2. In addition,
Douglas Krupp serves as a Director of the Company.
<PAGE>
SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 9 of 19 Pages
5. George Krupp, a United States citizen, is retired from employment.
His address is 470 Atlantic Avenue, Boston, Massachusetts 02210.
6. Laurence Gerber, a United States citizen, whose business address is
c/o The Berkshire Group, 470 Atlantic Avenue, Boston, Massachusetts
02210. Laurence Gerber is the President and Chief Executive Officer
of BCLP and also serves as a Director of the Company.
The above named persons are collectively referred to as the
"Reporting Parties."
The following person is not a beneficial owner under this
Schedule but is identified as an officer or director of the entities
mentioned above:
Frank Apeseche, a United States citizen, whose business address is 470
Atlantic Avenue, Boston, Massachusetts 02210, is Executive Vice President
of each of KGP-1 and KGP-2.
None of the Reporting Parties or the individual 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 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
<PAGE>
SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 10 of 19 Pages
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 Parties have 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;
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;
<PAGE>
SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 11 of 19 Pages
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.
Each of the Reporting Parties, 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 Parties' 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:
BCLP
(a) Aggregate Number of Securities Owned 2,696,903
Percentage 33.7%
(b) 1. Sole power to vote or to direct
the vote 2,696,903
2. Shared power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the disposition 2,696,903
4. Shared power to dispose of or to
direct the disposition --
<PAGE>
SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 12 of 19 Pages
KGP-1
(a) Aggregate Number of Securities Owned 2,760,263
Percentage 34.5%
(b) 1. Sole power to vote or to direct
the vote --
2. Shared power to vote or to direct
the vote 2,760,263
3. Sole power to dispose or to direct
the disposition --
4. Shared power to dispose of or to
direct the disposition 2,760,263
KGP-2
(a) Aggregate Number of Securities Owned 2,696,903
Percentage 33.7%
(b) 1. Sole power to vote or to direct
the vote --
2. Shared power to vote or to direct
the vote 2,696,903
3. Sole power to dispose or to direct
the disposition --
4. Shared power to dispose of or to
direct the disposition 2,696,903
GEORGE KRUPP
(a) Aggregate Number of Securities Owned 2,760,263
Percentage 34.5%
(b) 1. Sole power to vote or to direct
the vote --
2. Shared power to vote or to direct
the vote 3,382,305
<PAGE>
SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 13 of 19 Pages
3. Sole power to dispose or to
direct the disposition --
4. Shared power to dispose of or to
direct the disposition 3,382,305
<PAGE>
SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 14 of 19 Pages
DOUGLAS KRUPP
(a) Aggregate Number of Securities Owned 2,760,263
Percentage 34.5%
(b) 1. Sole power to vote or to direct
the vote --
2. Shared power to vote or to direct
the vote 3,382,305
3. Sole power to dispose or to
direct the disposition --
4. Shared power to dispose of or to
direct the disposition 3,382,305
LAURENCE GERBER
(a) Aggregate Number of Securities Owned 69,892
Percentage .88%
(b) 1. Sole power to vote or to direct
the vote 69,892
2. Shared power to vote or to direct
the vote 2,760,263
3. Sole power to dispose or to direct
the disposition 69,892
4. Shared power to dispose of or to
direct the disposition 2,760,263
Pursuant to the Reorganization Agreement, BCLP received
2,696,903 shares of Common Stock of the Company and Krupp Enterprises,
L.P. ("Enterprises") received 63,360 shares of Common Stock of the
Company. KGP-1 and KGP-2 are the general partners of BCLP and KGP-1 is
the general partner of Enterprises. By virtue of their interests in the
general partner of Enterprises and the general partners of BCLP, George
Krupp and Douglas Krupp may each be deemed to beneficially own the 63,360
shares of Common Stock held by Enterprises and the 2,696,903 shares of
Common Stock held by BCLP.
<PAGE>
SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 15 of 19 Pages
By virtue of his status as President of KGP-1, Laurence Gerber
may be deemed to share voting power with respect to the 2,696,903 shares
of Common Stock held by BCLP and the 63,360 shares of Common Stock held
by Enterprises. Laurence Gerber disclaims beneficial ownership of the
2,696,903 shares of Common Stock held by BCLP and the 63,360 shares of
Common Stock held by Enterprises, which shares are together beneficially
owned by George Krupp and Douglas Krupp. All such disclaimed shares are
not shown herein as beneficially owned by Laurence Gerber.
Simultaneously with the filing hereof, a separate Schedule 13D
is being filed on behalf of each of The George Krupp 1994 Family Trust
("GKFT") and The Douglas Krupp 1994 Family Trust ("DKFT"). By virtue of
the terms of GKFT and DKFT, each of George Krupp and Douglas Krupp may be
deemed to beneficially own the shares of Common Stock held by GKFT and
DKFT, respectively, by reason of their power to substitute trust
property. Each of George Krupp and Douglas Krupp disclaims 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.
(c) Except as set forth above, no Reporting Person has
effected any transaction in shares of such Common Stock during the
preceding 60 days.
(d) To the best knowledge of the Reporting Persons, no person
other than the Reporting Persons has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except for the Reorganization Agreement and as set forth below,
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.
Laurence Gerber has pledged the 69,892 shares of Common Stock
owned by him to KELP-1987, Limited Partnership ("KELP") to secure a
promissory note. KGP-1 and KGP-2 are the general partners of KELP. A
copy of the Pledge Agreement is attached hereto as Exhibit 1.
<PAGE>
SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 16 of 19 Pages
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: Pledge Agreement
Exhibit 2: Power of Attorney
<PAGE>
SCHEDULE 13D
CUSIP NO. 411614-10 0 Page 17 of 19 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 BERKSHIRE COMPANIES, L.P.
By KGP-1, Inc., its general partner
By:/s/ Laurence Gerber
------------------------------
KGP-1, INC.
By:/s/ Laurence Gerber
-------------------------------
KGP-2, Inc.
By:/s/ Laurence Gerber
--------------------------------
*
--------------------------------
George Krupp
*
--------------------------------
Douglas Krupp
/s/ Laurence Gerber
_____________________________
Laurence Gerber
*By: /s/ Laurence Gerber
_____________________________
Name:
Attorney-in-fact
</TEXT
EXHIBIT 1
PLEDGE AGREEMENT
This Pledge Agreement by and between Laurence Gerber ("Pledgor") and
KELP-1987 Limited Partnership ("Pledgee") is made as of this 10th day of
June, 1996.
WITNESSETH:
WHEREAS, Pledgor executed a certain Nonnegotiable Employee Note
dated March 26, 1996 (the "Note") in favor of Pledgee, which Note was
collateralized by the pledge of Pledgor's stock in Bay Tree Nursing
Center Corp., Belmont Nursing Center Corp., Countryside Nursing Center
Corp., Oakhurst Manor Nursing Center Corp., Orchard Ridge Nursing Center
Corp., Sunset Point Nursing Center Corp. and West Bay Nursing Center
Corp. (the "Shive Stock");
WHEREAS, in connection with an initial public offering (the "IPO")
of common stock in Harborside Healthcare Corporation, a Delaware
corporation ("HHC"), the Shive Stock is to be exchanged, by way of a
reverse triangular merger, for 69,892 shares of common stock of HHC (the
"Exchange"); and
WHEREAS, Pledgor and Pledgee mutually desire that the Shive Stock be
released and the HHC stock Pledgor will receive in the Exchange be
pledged as substitute collateral under the Note;
NOW, THEREFORE, for the mutual covenants contained herein and for
other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Pledgor and Pledgee do hereby agree as
follows:
1. Upon completion of the Exchange, the attached Exhibit A to the
Note shall be substituted for the original Exhibit A thereto;
2. The stock certificate representing the 69,892 shares acquired
by Pledgor in the Exchange shall be immediately delivered to
Pledgee, along with a fully executed Stock Power in favor of
Pledgee in the form attached hereto.
WHEREUPON, the parties hereto executed this Pledge Agreement as of
the date first above appearing.
PLEDGOR: PLEDGEE:
/s/ Laurence Gerber KELP-1987 Limited Partnership
- ----------------------- By: KGP-1 Incorporated
By: /s/ Robert A. Barrows
----------------------
Its: Treasurer
EXHIBIT 2
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
