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
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
411614-10 0
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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)
April 15, 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. 411614-10 0 Page 2 of 7 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 622,042
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
622,042
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
622,042
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
7.8%
14 Type of Reporting Person (See Instructions)
OO
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CUSIP No. 411614-10 0 Page 3 of 7 Pages
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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 Party (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 George Krupp 1994 Family Trust ("GKFT" or the "Reporting Party") is
a Massachusetts trust that was established for the benefit of certain
of George 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, 85 Devonshire St., Suite 300,
Boston, Massachusetts 02109.
Neither the Reporting Party nor any individual mentioned above has,
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 The Berkshire
Companies Limited Partnership ("BCLP"), certain of its direct and indirect
subsidiaries and affiliates, trusts for the benefit of the families of Douglas
Krupp and George 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
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CUSIP No. 411614-10 0 Page 4 of 7 Pages
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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, 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, GKFT and, among others, entered into a
Stockholder Agreement (the "Stockholder Agreement") pursuant to which GKFT
agreed, among other things, (i) to vote its 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 its
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 GKFT, including, but not limited to, it 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 its Common Stock or any interest therein.
Except for the Merger Agreement and the Stockholder Agreement, 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;
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CUSIP No. 411614-10 0 Page 5 of 7 Pages
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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.
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 as of March 31, 1998 is 8,010,664.
As of the close of business on the date hereof:
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
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 --
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CUSIP No. 411614-10 0 Page 6 of 7 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
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) 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 or DKFT.
(c) Except as set forth above, the Reporting Party has not 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
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.
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.
Item 7. Material to Be Filed as Exhibits
Exhibit 1. Power of Attorney (previously filed with the 1996 Schedule
13D) is herein incorporated by reference
Exhibit 2. Reorganization Agreement (previously filed with the
Company's Registration Statement on Form S-1, No.
333-3096) is herein incorporated by reference
Exhibit 3. 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 4. 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
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CUSIP No. 411614-10 0 Page 7 of 7 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: May 11, 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
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Name: Douglas Krupp
Attorney-in-fact
