UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
HARBORSIDE HEALTHCARE CORPORATION
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
411614-4-0-7
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(CUSIP Number)
Scott D. Spelfogel, Esq., 470 Atlantic Avenue, Boston, Massachusetts 02210,
Tel. No.: (617) 423-2233
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 11, 1998
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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 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).
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SCHEDULE 13D
CUSIP No. 411614-4-0-7 Page 2 of 5 Pages
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1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
The George Krupp 1994 Family Trust
04-677-3179
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 194,162
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
194,162
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
194,162
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
29.4%
14 Type of Reporting Person (See Instructions)
OO
<PAGE>
CUSIP No. 411614-4-0-7 Page 3 of 5 Pages
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This Amendment No. 2 to the Schedule 13D, dated as of June 14, 1996 and
amended as of May 11, 1998, filed by the Reporting Party (as defined below) with
the Securities and Exchange Commission (the "Commission") amends and restates
Items 1, 5 and 6 in their entirety.
Item 1. Security and Issuer.
This Schedule relates to shares of Class A Common Stock, par value
$0.01 per share (the "Common Stock"), of Harborside Healthcare Corporation, a
Delaware corporation (the "Company"). Prior to the effective time of the Merger
(as defined below), the Common Stock was the only class of common stock of the
Company outstanding and was denominated solely as "Common Stock." The principal
executive offices of the Company are located at 470 Atlantic Avenue, Boston,
Massachusetts 02210.
Item 5. Interest in Securities of the Issuer.
To the best of the Reporting Party's knowledge, the aggregate number of
shares of Common Stock outstanding immediately after the effective time of the
Merger was 661,332.
Immediately after the effective time of the Merger:
Name of Reporting Party:
GKFT
(a) Aggregate Number of Securities Owned 194,162
Percentage 29.4%
(b) 1. Sole power to vote or to direct
the vote 194,162
2. Shared power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the disposition 194,162
4. Shared power to dispose of or to
direct the disposition --
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CUSIP No. 411614-4-0-7 Page 4 of 5 Pages
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Simultaneously with the filing hereof, a separate Schedule 13D is being
filed on behalf of The Douglas Krupp 1994 Family Trust ("DKFT"). The trustees of
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) of the Act. In addition, a separate
Schedule 13D is being filed simultaneously herewith on behalf of BCLP and
certain other persons including Douglas Krupp and George Krupp. By virtue of the
terms of DKFT and GKFT, each of Douglas Krupp and George Krupp may be deemed to
beneficially own the securities held by DKFT and GKFT, respectively, by reason
of their power to substitute trust property. Each of Douglas Krupp and George
Krupp have disclaimed beneficial ownership of the shares of Common Stock held by
DKFT and GKFT, respectively. All such disclaimed shares are not shown herein as
beneficially owned by Douglas Krupp and George Krupp, respectively. Each of the
trustees of GKFT disclaims beneficial ownership of any such shares that are or
may be deemed to be beneficially owned by George Krupp, Douglas Krupp, GKFT or
DKFT.
(c) Immediately prior to the effective time of the Merger, the
Reporting Party was the record owner of 622,042 shares of Common Stock. As of
the effective time of the Merger and pursuant to the Merger Agreement, 427,880
of the shares of Common Stock held by the Reporting Party were each converted
into the right to receive $25.00 per share, while the remaining 194,162 shares
of Common Stock were retained by the Reporting Party. Except as set forth in
this paragraph, the Reporting Party has not effected any transaction in shares
of Common Stock during the preceding 60 days.
(d) Except as set forth above, to the best knowledge of the Reporting
Party, no person other than the Reporting Party 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 identified in Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Party is a party to a Master Rights Agreement, dated as
of August 11, 1998 (the "Master Rights Agreement"), pursuant to which (subject
to certain limitations) (i) the Reporting Party has "piggyback" registration
rights entitling it to participate pro rata in Company registration statements
filed with the Commission and (ii) the Company has agreed that if any new equity
securities are to be issued by the Company prior to an initial public offering
at a price below fair market value (as determined in good faith by the Company's
board of directors), the Company will give all holders of any class of common
stock the right to participate pro rata in such equity financing.
Except for the Reorganization Agreement, the Merger Agreement, the
Stockholder Agreement and the Master Rights 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. 411614-4-0-7 Page 5 of 5 Pages
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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: August 19, 1998
THE GEORGE KRUPP 1994 FAMILY TRUST
*
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Lawrence I. Silverstein, as Trustee
*
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M. Gordon Ehrlich, as Trustee
*
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Paul Krupp, as Trustee
* By: /s/ Douglas Krupp
---------------------
Name: Douglas Krupp
Attorney-in-fact
