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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.: 1
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)
April 7, 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
Fusion Partners, L.P.
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
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
388,800
9. Sole Dispositive Power:
10. Shared Dispositive Power:
388,800
11. Aggregate Amount Beneficially Owned by Each Reporting Person
388,800
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)
5.01%
14. Type of Reporting Person
PN
3
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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:
416,300
9. Sole Dispositive Power:
30,000
10. Shared Dispositive Power:
416,300
11. Aggregate Amount Beneficially Owned by Each Reporting Person
446,300
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)
5.76%
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:
416,300
9. Sole Dispositive Power:
10. Shared Dispositive Power:
416,300
11. Aggregate Amount Beneficially Owned by Each Reporting Person
416,300
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)
5.37%
14. Type of Reporting Person
IN
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The purpose of this Amendment No. 1 to the previously filed
Schedule 13D is to report the ownership of Fusion Partners, L.P.
(the "Partnership") in the Common Stock, $.01 par value (the
"Shares") of Kapson Senior Quarters Corp. (the "Issuer) of 5.01%
of the Shares outstanding and to report that the ownership of
Wayne M. Cooperman ("Cooperman") and Ricky C. Sandler ("Sandler"
and, together with Cooperman and the Partnership, the "Reporting
Persons") has increased from 5.13% and 4.74%, respectively, to
5.76% and 5.37%, respectively, of the Shares outstanding.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
This statement is being filed on behalf of Fusion
Partners, L.P., a Delaware limited partnership, and
Cooperman and Sandler, who are the general partners of
the Partnership. In addition, Cooperman and Sandler
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.
Cooperman and Sandler are citizens of the United States
of America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Partnership owns 388,800
Shares, Cooperman is deemed to beneficially own 446,300
Shares and Sandler is deemed to beneficially own 416,300
Shares. An aggregate of 416,300 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
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$3,788,496. 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
No change.
Item 5. Interest in Securities of Issuer
As of the date hereof, the Partnership owns 388,800
Shares, Cooperman is deemed to be the beneficial owner
of 446,300 Shares and Sandler is deemed to be the
beneficial owner of 416,300 Shares. Based on the
Issuer's filing on Form 10-K on March 31, 1997 as of
March 1, 1997 there were 7,750,000 Shares outstanding.
Therefore, the Partnership owns 5.01%, Cooperman is
deemed to beneficially own 5.76% and Sandler is deemed
to beneficially own 5.37% of the outstanding Shares.
The Reporting Persons share the power to vote, direct
the vote, dispose of or direct the disposition of
388,800 of the Shares that they are deemed to
beneficially own. Cooperman and Sandler share the power
to vote, direct the vote, dispose of or direct the
disposition of 27,500 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 April 7, 1997
through the date of this filing were effected in open-
market transactions and are set forth in Exhibit B
hereto.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No change.
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.
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2. A description of the transactions in the
Shares that were effected by the Reporting
Persons during the 60 days prior to April 7,
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.
Fusion Partners, L.P.
/s/ Wayne Cooperman
_________________________________
Wayne Cooperman
General Partner
/s/ Wayne M. Cooperman
_________________________________
Wayne Cooperman
/s/ Ricky C. Sandler
_________________________________
Ricky Sandler
April 10, 1997
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01181001.AH9
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
April 10, 1997 relating to the Common Stock of Kapson Senior
Quarters Corp shall be filed on behalf of the undersigned.
Fusion Partners, L.P.
/s/ Wayne Cooperman
_________________________________
Wayne Cooperman
General Partner
/s/ Wayne M. Cooperman
_________________________________
Wayne Cooperman
/s/ Ricky C. Sandler
_________________________________
Ricky Sandler
01181001.AH9
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Exhibit B
SCHEDULE OF TRANSACTIONS
Date Shares Purchased Price Per Share
____ ________________________ _________________
2/04/97 2,500 $9.8
2/05/97 2,500 9.675
2/07/97 700 9.925
2/14/97 2,500 10.175
2/19/97 5,000 10.175
2/27/97 3,800 9.925
2/28/97 800 9.925
3/11/97 500 10.165
3/19/97 5,000 10.31
4/1/97 2,500 9.75
4/7/97 5,000 10.31
01181001.AH9
