SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
BALANCED CARE CORPORATION
(Name of Issuer)
Common Stock, $.00 Par Value
(Title of Class of Securities)
057630105
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed.
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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 this section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
<PAGE>CUSIP NO. 057630105
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
C. G. GREFENSTETTE, TRUSTEE FOR
VARIOUS TRUSTS I.D.# ###-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
U.S.
Number of5Sole Voting Power
Shares
Beneficially
Owned by6Shared Voting Power
Each935,000 (See Item(4)(a))
Reporting
Person7Sole Dispositive Power
With
8Shared Dispositive Power
935,000 (See Item (4)(a))
9 Aggregate Amount Beneficially Owned by Each Reporting Person
935,000
10 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
11 Percent of Class Represented by Amount in Row (11)
5.6%
12 Type of Reporting Person
OO
<PAGE>
CUSIP NO. 057630105
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
THOMAS G. BIGLEY, TRUSTEE FOR
VARIOUS TRUSTS I.D.#
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
U.S.
Number of5Sole Voting Power
Shares
Beneficially
Owned by6Shared Voting Power
Each210,000 (See Item(4)(a))
Reporting
Person7Sole Dispositive Power
With
8Shared Dispositive Power
210,000 (See Item (4)(a))
9 Aggregate Amount Beneficially Owned by Each Reporting Person
210,000
10 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
11 Percent of Class Represented by Amount in Row (11)
1.26%
12 Type of Reporting Person
OO
<PAGE>
CUSIP NO. 057630105
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN AND
C. G. GREFENSTETTE, TRUSTEES OF THE HENRY L. HILLMAN
TRUST U/A DATED NOVEMBER 18, 1985 I.D.# 18-2145466
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Pennsylvania
Number of5Sole Voting Power
Shares 200,000
Beneficially
Owned by6Shared Voting Power
Each525,000 (See Item(4)(a))
Reporting
Person7Sole Dispositive Power
With 200,000
8Shared Dispositive Power
525,000 (See Item (4)(a))
9 Aggregate Amount Beneficially Owned by Each Reporting Person
725,000
10 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
11 Percent of Class Represented by Amount in Row (11)
4.34%
12 Type of Reporting Person
OO
<PAGE>
CUSIP NO. 057630105
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
THE HILLMAN COMPANYI.D.# 25-1011286
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Pennsylvania
Number of5Sole Voting Power
Shares
Beneficially
Owned by6Shared Voting Power
Each525,000 (See Item(4)(a))
Reporting
Person7Sole Dispositive Power
With
8Shared Dispositive Power
525,000 (See Item (4)(a))
9 Aggregate Amount Beneficially Owned by Each Reporting Person
525,000
10 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
11 Percent of Class Represented by Amount in Row (11)
3.14%
12 Type of Reporting Person
CO
<PAGE>
CUSIP NO. 057630105
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
WILMINGTON INVESTMENTS, INC.I.D.# 51-0034468
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
Number of5Sole Voting Power
Shares
Beneficially
Owned by6Shared Voting Power
Each525,000 (See Item(4)(a))
Reporting
Person7Sole Dispositive Power
With
8Shared Dispositive Power
525,000 (See Item (4)(a))
9 Aggregate Amount Beneficially Owned by Each Reporting Person
525,000
10 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
11 Percent of Class Represented by Amount in Row (11)
3.14%
12 Type of Reporting Person
CO
<PAGE>
CUSIP NO. 057630105
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
JULIET CHALLENGER, INC.I.D.# 51-0256786
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
Number of5Sole Voting Power
Shares 525,000 (See Item (4)(a))
Beneficially
Owned by6Shared Voting Power
Each
Reporting
Person7Sole Dispositive Power
With 525,000 (See Item (4)(a))
8Shared Dispositive Power
9 Aggregate Amount Beneficially Owned by Each Reporting Person
525,000
10 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
11 Percent of Class Represented by Amount in Row (11)
3.14%
12 Type of Reporting Person
CO
<PAGE>
CUSIP NO. 057630105
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
C. G. GREFENSTETTE AND THOMAS G. BIGLEY, TRUSTEES
U/A/T DATED 12/30/76 FOR THE CHILDREN OF AUDREY HILLMAN
FISHER .I.D.# 25-6193085
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Pennsylvania
Number of5Sole Voting Power
Shares 52,500 (See Item (4)(a))
Beneficially
Owned by6Shared Voting Power
Each
Reporting
Person7Sole Dispositive Power
With 52,500 (See Item (4)(a))
8Shared Dispositive Power
9 Aggregate Amount Beneficially Owned by Each Reporting Person
52,500
10 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
11 Percent of Class Represented by Amount in Row (11)
.31%
12 Type of Reporting Person
OO
<PAGE>
CUSIP NO. 057630105
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
C. G. GREFENSTETTE AND THOMAS G. BIGLEY, TRUSTEES
U/A/T DATED 12/30/76 FOR THE CHILDREN OF JULIET LEA HILLMAN
SIMONDS I.D.# 25-6193084
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Pennsylvania
Number of5Sole Voting Power
Shares 52,500 (See Item (4)(a))
Beneficially
Owned by6Shared Voting Power
Each
Reporting
Person7Sole Dispositive Power
With 52,500 (See Item (4)(a))
8Shared Dispositive Power
9 Aggregate Amount Beneficially Owned by Each Reporting Person
52,500
10 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
11 Percent of Class Represented by Amount in Row (11)
.31%
12 Type of Reporting Person
OO
<PAGE>
CUSIP NO. 057630105
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
C. G. GREFENSTETTE AND THOMAS G. BIGLEY, TRUSTEES
U/A/T DATED 12/30/76 FOR THE CHILDREN OF HENRY LEA
HILLMAN, JR. I.D.# 25-6193086
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Pennsylvania
Number of5Sole Voting Power
Shares 52,500 (See Item (4)(a))
Beneficially
Owned by6Shared Voting Power
Each
Reporting
Person7Sole Dispositive Power
With 52,500 (See Item (4)(a))
8Shared Dispositive Power
9 Aggregate Amount Beneficially Owned by Each Reporting Person
52,500
10 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
11 Percent of Class Represented by Amount in Row (11)
.31%
12 Type of Reporting Person
OO
<PAGE>
CUSIP NO. 057630105
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
C. G. GREFENSTETTE AND THOMAS G. BIGLEY, TRUSTEES
U/A/T DATED 12/30/76 FOR THE CHILDREN OF WILLIAM TALBOTT
HILLMAN .I.D.# 25-6193087
2 Check the Appropriate Box if Member of a Group (a) [ X ]
(b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Pennsylvania
Number of5Sole Voting Power
Shares 52,500 (See Item (4)(a))
Beneficially
Owned by6Shared Voting Power
Each
Reporting
Person7Sole Dispositive Power
With 52,500 (See Item (4)(a))
8Shared Dispositive Power
9 Aggregate Amount Beneficially Owned by Each Reporting Person
52,500
10 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
11 Percent of Class Represented by Amount in Row (11)
.31%
12 Type of Reporting Person
OO
<PAGE>
Item 1(a)Name of Issuer:
Balanced Care Corporation
Item 1(b)Address of Issuer's Principal Executive Office:
5021 Louise Drive, Suite 200
Mechanicsburg, Pennsylvania 17055
Item 2(a)Name of Person Filing:
(i) C G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated
December 30, 1976 for the Children of Audrey Hillman
Fisher.
(ii) C G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated
December 30, 1976 for the Children of Juliet Lea Hillman
Simonds.
(iii) C G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated
December 30, 1976 for the Children of Henry Lea Hillman,
Jr.
(iv) C G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated
December 30, 1976 for the Children of William Talbott
Hillman.
(v) Juliet Challenger, Inc., a wholly-owned subsidiary of
Wilmington
Investments, Inc.
(vi) Wilmington Investments, Inc., a wholly-owned subsidiary of
The
Hillman Company.
(vii) The Hillman Company, a corporation controlled by the HLH
Trust.
(viii) Henry L. Hillman, Elsie Hilliard Hillman and C. G.
Grefenstette,
Trustees of the Henry L. Hillman Trust U/A dated November
18,
1985 (the "HLH Trust").
Item 2(b)Address of the Principal Business Office:
Juliet Challenger, Inc. and Wilmington Investments, Inc.
824 Market Street, Suite 900
Wilmington, Delaware 19801
The Hillman Company, Henry L. Hillman, Elsie Hilliard Hillman and
C. G. Grefenstette, Trustees of the Henry L. Hillman Trust U/A dated
November 18, 1985 and C. G. Grefenstette and Thomas G. Bigley,
Trustees U/A/T dated December 30, 1976 for Audrey Hillman Fisher,
Juliet Lea Hillman Simonds, Henry Lea Hillman, Jr. and William
Talbott
Hillman
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Item 2(c)Citizenship:
Juliet Challenger, Inc. and Wilmington Investments, Inc.
are Delaware corporations.
The Hillman Company is a Pennsylvania corporation.
Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette,
Trustees of the Henry L. Hillman Trust U/A dated November 18, 1985,
and C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T
dated December 30, 1976 for Audrey Hillman Fisher, Juliet Lea
Hillman Simonds, Henry Lea Hillman, Jr. and William Talbott Hillman
are Pennsylvania trusts.
Item 2(d)Title of Class of Securities:
Common Stock, $.00 Par Value
Item 2(e)CUSIP Number
057630105
Item 3Not Applicable
Item 4Ownership:
(a)Amount Beneficially Owned:
52,500 shares of Common Stock are owned of record and beneficially
by C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated
December 30, 1976 for Audrey Hillman Fisher, (together with the
three trusts of even date named below the "1976 Trusts"), a
Pennsylvania
irrevocable trust. C. G. Grefenstette shares power to vote or to
direct
the vote and shares power to dispose or to direct the disposition
of
the shares of stock owned by the 1976 Trusts, the HLH Trust, The
Hillman Company, Wilmington Investments, Inc. and Juliet
Challenger, Inc.
52,500 shares of Common Stock are owned of record and beneficially
by C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated
December 30, 1976 for Juliet Lea Hillman Simonds, a Pennsylvania
irrevocable trust. C. G. Grefenstette shares power to vote or to
direct
the vote and shares power to dispose or to direct the disposition
of
the shares of stock owned by the 1976 Trusts, the HLH Trust, The
Hillman Company, Wilmington Investments, Inc. and Juliet
Challenger, Inc.
52,500 shares of Common Stock are owned of record and beneficially
by C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated
December 30, 1976 for Henry Lea Hillman, Jr., a Pennsylvania
irrevocable trust. C. G. Grefenstette shares power to vote or to
direct
the vote and shares power to dispose or to direct the disposition
of
the shares of stock owned by the 1976 Trusts, the HLH Trust, The
Hillman Company, Wilmington Investments, Inc. and Juliet
Challenger, Inc.
52,500 shares of Common Stock are owned of record and beneficially
by C. G. Grefenstette and Thomas G. Bigley, Trustees U/A/T dated
December 30, 1976 for William Talbott Hillman, a Pennsylvania
irrevocable trust. C. G. Grefenstette shares power to vote or to
direct
the vote and shares power to dispose or to direct the disposition
of
the shares of stock owned by the 1976 Trusts, the HLH Trust, The
Hillman Company, Wilmington Investments, Inc. and Juliet
Challenger, Inc.
525,000 shares of Common Stock are owned by Juliet Challenger,
Inc. Juliet Challenger, Inc. is a wholly-owned subsidiary of
Wilmington
Investments, Inc. Wilmington Investments, Inc. is a wholly-owned
subsidiary of The Hillman Company, which is controlled by the HLH
Trust.
200,000 shares of Common Stock are owned of record and beneficially
by Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette,
Trustees of the Henry L. Hillman Trust U/A dated November 18, 1985,
a Pennsylvania revocable trust. C. G. Grefenstette shares power to
vote or to direct the vote and shares power to dispose or to direct
the
disposition of the shares of stock owned by the HLH Trust, the 1976
Trusts, The Hillman Company, Wilmington Investments, Inc.
and Wilmington Securities, Inc.
(b)Percent of Class:
5.6%
(c)Number of Shares as to which such person has:
(i)sole power to vote or direct the vote
(ii)shared power to vote or to direct the vote
935,000
(See Item (4)(a))
(iii)sole power to dispose or to direct the disposition of
(iv)shared power to dispose or to direct the disposition of
935,000
(See Item (4)(a))
Item 5Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable
Item 7Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
Not Applicable
<PAGE>Item 8Identification and Classification of Members of the Group:
Not Applicable
Item 9Notice of Dissolution of Group:
Not Applicable
Item 10Certification:
By signing below we certify that to the best of our knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
JULIET CHALLENGER, INC.
/s/ Andrew H. McQuarrie
By: _______________________________
Andrew H. McQuarrie, Vice President
WILMINGTON INVESTMENTS, INC.
/s/ Andrew H. McQuarrie
By: _______________________________
Andrew H. McQuarrie, Vice President
THE HILLMAN COMPANY
/s/ Lawrence M. Wagner
By: _______________________________
Lawrence M. Wagner, President
<PAGE> HENRY L. HILLMAN, ELSIE HILLIARD.
HILLMAN AND C. G. GREFENSTETTE,
TRUSTEES OF THE HENRY L.
HILLMAN TRUST U/A DATED
NOVEMBER 18, 1985
/s/ C. G. Grefenstette
__________________________________
C. G. Grefenstette, Trustee
C. G. GREFENSTETTE AND THOMAS
G. BIGLEY, TRUSTEES U/A/T DATED
DECEMBER 30, 1976 FOR THE
CHILDREN OF:
AUDREY HILLMAN FISHER
JULIET LEA HILLMAN SIMONDS
HENRY LEA HILLMAN, JR.
WILLIAM TALBOTT HILLMAN
/s/ C. G. Grefenstette
__________________________________
C. G. Grefenstette, Trustee
/s/ Thomas G. Bigley
__________________________________
Thomas G. Bigley, Trustee
February 12, 1999
Date
