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
- --------------------------------------------------------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
411614-4-0-7
- --------------------------------------------------------------------------------
(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)
August 11, 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. 411614-4-0-7 Page 2 of 8 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 0
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 411614-4-0-7 Page 3 of 8 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 0
WITH
9 Sole Dispositive Power
0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 411614-4-0-7 Page 4 of 8 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 0
WITH
9 Sole Dispositive Power
0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 411614-4-0-7 Page 5 of 8 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 0
WITH
9 Sole Dispositive Power
0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
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)
0%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 411614-4-0-7 Page 6 of 8 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 0
WITH
9 Sole Dispositive Power
0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
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)
0%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP No. 411614-4-0-7 Page 7 of 8 Pages
------------
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 Parties (as defined below)
with the Securities and Exchange Commission (the "Commission") amends and
restates Items 1 and 5 in their entirety and amends Item 2 with the information
set forth under the caption "Item 2" below.
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 2. Identity and Background.
As of the effective time of the Merger, Douglas Krupp resigned from his
position as a director of the Company.
Item 5. Interest in Securities of the Issuer.
(a) As of the effective time of the Merger, neither Enterprises nor any
of the Reporting Parties beneficially owned any 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 KGP-1 and KGP-2,
George Krupp and Douglas Krupp may be deemed to beneficially own the shares of
Common Stock held of record by BCLP and Enterprises.
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.
(b) Not applicable.
(c) Immediately prior to the effective time of the Merger, BCLP and
Enterprises were the record owners of 2,696,903 and 63,360 shares of Common
Stock, respectively. As of the effective time of the Merger, each share of
Common Stock held of record by BCLP and Enterprises was converted into the right
to receive $25.00 per share pursuant to the Merger Agreement. Except as set
forth in this paragraph, none of the Reporting Parties has effected any
transaction in shares of Common Stock during the preceding 60 days.
(d) Not applicable.
(e) On August 11, 1998, each of the Reporting Parties ceased to be the
beneficial owner of more than five percent of the outstanding Common Stock.
<PAGE>
CUSIP No. 411614-4-0-7 Page 8 of 8 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: August 19, 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
