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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: Kapson Senior Quarters Corp
Title of Class of Securities: Common Stock, $.01 par value
CUSIP Number: 485624100
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Wayne Cooperman, c/o Fusion Capital Management Inc., 237 Park
Avenue, Suite 801, New York, New York 10012; (212) 808-3756
(Date of Event which Requires Filing of this Statement)
January 2, 1997
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
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following line if a fee is being paid with this
statement . (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
class. See Rule 13d-7).
*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 the disclosures provided
in a prior cover page.
The information required in 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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CUSIP No.: 485624100
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Wayne M. Cooperman
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
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
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
30,000
8. Shared Voting Power:
367,500
9. Sole Dispositive Power:
30,000
10. Shared Dispositive Power:
367,500
11. Aggregate Amount Beneficially Owned by Each Reporting Person
397,500
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
5.13%
14. Type of Reporting Person
IN
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CUSIP No.: 485624100
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Ricky C. Sandler
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
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
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
367,500
9. Sole Dispositive Power:
10. Shared Dispositive Power:
367,500
11. Aggregate Amount Beneficially Owned by Each Reporting Person
367,500
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
4.74%
14. Type of Reporting Person
IN
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The purpose of this Schedule 13D is to report the ownership of
Wayne M. Cooperman ("Cooperman") and Ricky C. Sandler ("Sandler"
and, together with Cooperman, the "Reporting Persons") in the
Common Stock, $.01 par value (the "Shares"), of Kapson Senior
Quarters Corp (the "Issuer").
Item 1. Security and Issuer
The title of the class of equity securities to which
this statement relates is: Common Stock, $.01 par
value, of Kapson Senior Quarters Corp.
The name and address of the principal executive and
business office of the Issuer is:
Kapson Senior Quarters Corp
242 Crossways Park West
Woodbury, New York 11797
Item 2. Identity and Background
This statement is being filed on behalf of the Reporting
Persons. The Reporting Persons are the general partners
of Fusion Partners, L.P., a Delaware limited partnership
(the "Partnership"). In addition, the Reporting Persons
own and are the principals of Fusion Capital Management
Inc., which is the Investment Manager of Fusion Offshore
Fund Limited, a British Virgin Islands corporation (the
"Offshore Fund"). Cooperman has investment discretion
over a family partnership (the "Family Partnership")
that holds Shares of the Issuer.
None of the Reporting Persons has, during the last five
years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
None of the Reporting Persons has, during the last five
years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which
resulted in 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 violations with respect to such laws.
The Reporting Persons are citizens of the United States
of America.
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Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Cooperman is deemed to
beneficially own 397,500 Shares and Sandler is deemed to
beneficially own 367,500. An aggregate of 367,500
Shares are held by the Partnership and the Offshore
Fund. Cooperman is deemed to beneficially own 30,000
additional Shares. All the Shares were purchased in
open market transactions. The Shares were purchased for
an aggregate purchase price of $3,379,583. The funds
for the purchase of the Shares held in the Partnership
and the Offshore Fund have come from the working capital
of the Partnership and the Offshore Fund. The funds for
the purchase of the Shares held in the Family
Partnership have come from the working capital of the
Family Partnership. No leverage was used to purchase
any of the Shares.
Item 4. Purpose of Transactions
The Shares beneficially owned by the Reporting Persons
were acquired for, and are being held for, investment
purposes. The Reporting Persons have no plan or
proposal which relates to, or would result in, any of
the actions enumerated in Item 4 of the instructions to
Schedule 13D.
Item 5. Interest in Securities of Issuer
As of the date hereof, Cooperman is deemed to be the
beneficial owner of 397,500 Shares and Sandler is deemed
to be the beneficial owner of 367,500 Shares. Based on
the Issuer's filing on Form 10-Q on November 14, 1996,
as of October 31, 1996 there were 7,750,000 Shares
outstanding. Therefore, Cooperman and is deemed to
beneficially own 5.13% and Sandler is deemed to
beneficially own 4.74% of the outstanding Shares. The
Reporting Persons share the power to vote, direct the
vote, dispose of or direct the disposition of 367,500 of
the Shares that they are deemed to beneficially own.
Cooperman has sole power for vote, direct the vote,
dispose of or direct the disposition of the 30,000
Shares that he is deemed to beneficially own. All
transactions in the Shares effected by the Reporting
Persons during the sixty days prior to January 2, 1997
through the date of this filing were effected in open-
market transactions and are set forth in Exhibit B
hereto.
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The Reporting Persons have no contract, arrangement,
understanding or relationship with any person with
respect to the Shares.
Item 7. Material to be Filed as Exhibits
1. An agreement relating to the filing of a joint
statement as required by Rule 13d-1(f) under
the Securities Exchange Act of 1934 is filed
herewith as Exhibit A.
2. A description of the transactions in the
Shares that were effected by the Reporting
Persons during the 60 days prior to January 2,
1997 through the date of this filing is filed
herewith as Exhibit B.
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Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
/s/ Wayne M. Cooperman
_________________________________
Wayne M. Cooperman
/s/ Ricky C. Sandler
_________________________________
Ricky C. Sandler
January 13, 1997
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01181001.AG9
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
January 13, 1997 relating to the Common Stock of Kapson
Senior Quarters Corp shall be filed on behalf of the
undersigned.
/s/ Wayne M. Cooperman
_________________________________
Wayne M. Cooperman
/s/ Ricky C. Sandler
_________________________________
Ricky C. Sandler
01181001.AG9
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Exhibit B
SCHEDULE OF TRANSACTIONS
Date Shares Purchased Price Per Share
____ ________________________ _________________
11/4/96 5,500 8.175
11/5/96 20,000 7.9563
11/6/96 10,000 7.8
11/7/96 4,000 7.8
11/8/96 5,000 7.8
11/11/96 10,000 7.75
11/12/96 10,000 7.375
11/12/96 10,000 7.3
11/13/96 10,000 7.3
11/18/96 5,000 7.675
11/20/96 6,000 7.375
11/20/96 10,000 7.75
11/21/96 7,500 7.375
11/22/96 12,500 7.75
11/27/96 10,000 7.375
12/12/96 10,000 8.5
12/13/96 2,500 8.3
12/16/96 15,000 8.55
12/26/96 5,000 8.2645
12/27/96 3,000 8.175
12/31/96 14,500 8.0
1/2/97 10,000 7.825
1/6/97 7,500 7.75
01181001.AG9
