UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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, Esq., 470 Atlantic Avenue, Boston, Massachusetts 02210,
Tel. No.: (617) 423-2233
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 15, 1998
- --------------------------------------------------------------------------------
(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 ss.ss.250.13d-1(e), 240.13d-1(f) or 240.13d- 1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for the
other parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 411614-10 0 Page 2 of 14 Pages
-----------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
The Berkshire Companies Limited Partnership
04-299-9701
2 Check the Appropriate Box if a Member of a Group
(See Instructions) (A) [ ]
(B) [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check 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 2,696,903
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
2,696,903
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,696,903
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
33.7%
14 Type of Reporting Person (See Instructions)
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 411614-10 0 Page 3 of 14 Pages
-----------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
KGP-1, Inc.
04-296-2324
2 Check the Appropriate Box if a Member of a Group
(See Instructions) (A) [ ]
(B) [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check 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 0
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 2,760,263
WITH
9 Sole Dispositive Power
0
10 Shared Dispositive Power
2,760,263
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,760,263
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
34.5%
14 Type of Reporting Person (See Instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 411614-10 0 Page 4 of 14 Pages
-----------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
KGP-2, Inc.
04-296-2323
2 Check the Appropriate Box if a Member of a Group
(See Instructions) (A) [ ]
(B) [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check 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 0
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 2,696,903
WITH
9 Sole Dispositive Power
0
10 Shared Dispositive Power
2,696,903
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,696,903
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
33.7%
14 Type of Reporting Person (See Instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 411614-10 0 Page 5 of 14 Pages
-----------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
Douglas Krupp
2 Check the Appropriate Box if a Member of a Group
(See Instructions) (A) [ ]
(B) [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check 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 0
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 2,760,263
WITH
9 Sole Dispositive Power
0
10 Shared Dispositive Power
2,760,263
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,760,293
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
13 Percent of Class Represented by Amount in Row (11)
34.5%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 411614-10 0 Page 6 of 14 Pages
-----------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
George Krupp
2 Check the Appropriate Box if a Member of a Group
(See Instructions) (A) [ ]
(B) [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check 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 0
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 2,760,293
WITH
9 Sole Dispositive Power
0
10 Shared Dispositive Power
2,760,293
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,760,293
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
13 Percent of Class Represented by Amount in Row (11)
34.5%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP No.: 501921-10 0 Page 7 of 14 Pages
This Restated Statement on Schedule 13D (this "Schedule") sets forth
the amended and restated text of a statement on Schedule 13D, dated June 14,
1996 (the "1996 Schedule 13D"), originally filed by the Reporting Parties (as
defined below) with the Securities and Exchange Commission (the "Commission").
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 Limited Partnership ("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 Massachusetts 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. Douglas Krupp is the
President and Frank Apeseche and Matthew Hills are Vice Presidents 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.
3. KGP-2, Inc. ("KGP-2"), a Massachusetts 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. Douglas Krupp is the
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.
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.
5. George Krupp, a United States citizen, is an instructor of history at
the New Jewish High School, Waltham, Massachusetts. His address is 470
Atlantic Avenue, Boston, Massachusetts 02210.
The above named persons are collectively referred to as the "Reporting
Parties."
The following persons are not beneficial owners under this Schedule but
is identified as an executive 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 a Vice President of KGP-1.
<PAGE>
CUSIP No.: 501921-10 0 Page 8 of 14 Pages
Matthew Hills, a United States citizen whose business address is 470
Atlantic Avenue, Boston, Massachusetts 02210, is a Vice President of KGP-1.
Laurence Gerber, who as of the 1996 Schedule 13D was an executive
officer of KGP-1 and KGP-2, is no longer an officer of any of the Reporting
Parties.
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.
Prior to June 1996, the operations of the Company were 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 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
("Common Stock"), par value $0.01 per share, immediately prior to the completion
of the Company's initial public offering. The shares of Common Stock reported
herein were received pursuant to the Reorganization Agreement.
Item 4. Purpose of Transaction.
The purpose of the transaction set forth in the Reorganization
Agreement was to establish the Company as a holding company, whereby it was to
conduct all of its business through its wholly-owned subsidiary corporations and
limited partnerships.
On April 15, 1998, the Company and HH Acquisition Corp., a Delaware
corporation ("MergerCo"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") that provides, among other things, for the merger of
MergerCo with and into the Company (the "Merger"). Pursuant to the Merger
Agreement (a copy of which is included as an exhibit hereto and incorporated
herein by reference), each share of Common Stock (subject to certain exceptions
and limitations described in the Merger Agreement) will be converted, at the
election of the holder thereof, into either (a) the right to receive $25.00 in
cash or (b) the right to retain one share of Common Stock that, upon
consummation of the Merger, will be denominated as the Company's Class A Common
Stock.
The Merger Agreement contemplates, among other things, that, as of the
effective time of the Merger, the composition of the Board of Directors of the
Company will change, the capitalization of the Company will change, the
Company's charter and by-laws will change, and the Common Stock may be delisted.
In addition,
<PAGE>
CUSIP No.: 501921-10 0 Page 9 of 14 Pages
upon consummation of the Merger, the Common Stock may become eligible for
termination of registration pursuant to Section 12(g)(4) of the Act.
On April 15, 1998, MergerCo, BCLP and Krupp Enterprises, L.P. (the
general partner of which is KGP-1) ("Enterprises"), among others, entered into a
Stockholder Agreement (the "Stockholder Agreement") pursuant to which BCLP and
Enterprises agreed, among other things, (i) to vote their shares of Common Stock
in favor of the Merger and the adoption of the Merger Agreement, (ii) to elect
to retain, under certain circumstances, a specified number of shares of Common
Stock in connection with the Merger and (iii) to grant MergerCo an option to
purchase their shares of Common Stock at a price per share equal to $25.00, upon
the terms and subject to the conditions set forth in the Stockholder Agreement.
The Stockholder Agreement (a copy of which is included as an exhibit hereto and
incorporated herein by reference) provides additional restrictions on the
stockholder rights of BCLP and Enterprises, including, but not limited to, their
not being permitted to dispose of, or enter into any contract, option (other
than the option granted to MergerCo pursuant to the Stockholder Agreement) or
any other arrangement or understanding with respect to or consent to the
disposition of, any or all of their Common Stock or any interest therein.
Except for the Merger Agreement and the Stockholder Agreement, 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;
9. A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
10. Any action similar to any of those enumerated above.
<PAGE>
CUSIP No.: 501921-10 0 Page 10 of 14 Pages
Item 5. Interest in Securities of the Issuer.
To the best of the Reporting Parties' knowledge, the aggregate number
of shares of Common Stock outstanding as of March 31, 1998 is 8,010,664.
As of the close of business on the date hereof:
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 --
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
<PAGE>
CUSIP No.: 501921-10 0 Page 11 of 14 Pages
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
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 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
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 --
<PAGE>
CUSIP No.: 501921-10 0 Page 12 of 14 Pages
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
Pursuant to the Reorganization Agreement, BCLP received 2,696,903
shares of Common Stock and Enterprises received 63,360 shares of Common Stock.
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.
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.
Douglas Krupp disclaims beneficial ownership of 11,300 shares of Common
Stock owned by his wife, which shares are not shown herein as beneficially owned
by Douglas Krupp.
(c) Except as set forth above, no Reporting Party has effected any
transaction in shares of such Common Stock during the preceding 60 days.
(d) Except as set forth above, to the best knowledge of the Reporting
Parties, no person other than the Reporting Parties 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, the Merger Agreement and
Stockholder 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.
<PAGE>
CUSIP No.: 501921-10 0 Page 13 of 14 Pages
Item 7. Material to Be Filed as Exhibits
Exhibit 1. [deleted]
Exhibit 2. Power of Attorney (previously filed with the 1996 Schedule
13D) is herein incorporated by reference
Exhibit 3. Reorganization Agreement (previously filed with the
Company's Registration Statement on Form S-1, No.
333-3096) is herein incorporated by reference
Exhibit 4. Merger Agreement filed as Exhibit 2.1 to the Company's
Registration Statement on Form S-4 (Registration No.
333-51633) is herein incorporated by reference
Exhibit 5. Stockholder Agreement filed as Exhibit 2.2 to the
Company's Registration Statement on Form S-4 (Registration
No. 333-51633) is herein incorporated by reference
<PAGE>
CUSIP No.: 501921-10 0 Page 14 of 14 Pages
Signatures
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May 11, 1998
THE BERKSHIRE COMPANIES LIMITED PARTNERSHIP
By: KGP-1, Inc., its general partner
By: /s/ Douglas Krupp
- ---------------------
Name: Douglas Krupp
Title: President
KGP-1, INC.
By: /s/ Douglas Krupp
- ---------------------
Name: Douglas Krupp
Title: President
KGP-2, Inc.
By: /s/ Douglas Krupp
- ---------------------
Name: Douglas Krupp
Title: President
*
- -----------------
George Krupp
/s/ Douglas Krupp
- -----------------
Douglas Krupp
* By: /s/ Douglas Krupp
---------------------
Name: Douglas Krupp
Attorney-in-fact
