T-3/A 1 dt3a.txt FORM T-3 AMENDMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- AMENDMENT NO. 1 TO FORM T-3 APPLICATION FOR QUALIFICATION OF INDENTURE UNDER THE TRUST INDENTURE ACT OF 1939 Harborside Healthcare Corporation -------------------------------------------------------------------------------- (Name of applicant) One Beacon Street Boston, Massachusetts 02108 -------------------------------------------------------------------------------- (Address of principal executive offices) Securities to be Issued Under the Indenture to be Qualified: Title of Class Amount 12% Senior Subordinated Discount Up to an aggregate principal amount Notes due 2007 (maturing August 1, 2007) at maturity of $100,285,000 and related Note Guarantees Approximate date of proposed public offering: As soon as practicable after this -------------------------------------------- Application for Qualification becomes effective. Name and address of agent for service: ------------------------------------- Stephen L. Guillard President and Chief Executive Officer Harborside Healthcare Corporation One Beacon Street Boston, Massachusetts 02108 With copies to: -------------- E. Michael Greaney, Esq. Joerg H. Esdorn, Esq. Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166 The Applicant hereby amends this Application for Qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this Application for Qualification or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, may determine upon the written request of the Applicant. CONTENTS OF AMENDMENT NO. 1 TO APPLICATION FOR QUALIFICATION This Amendment No. 1 (this "Amendment") to the Applicant's Application for Qualification of Indenture on Form T-3 filed on April 6, 2001 (File No. 022- 22505) is submitted to file Exhibit T3C, the Form of New Indenture among the Applicant, the Guarantors and the Trustee, and Exhibit T3F, the cross reference sheet. This Amendment comprises-- (a) Pages numbered 1 to 4, consecutively. (b) The statement of eligibility and qualification of each trustee under the indenture to be qualified (incorporated by reference herein to the Application for Qualification filed on April 6, 2001). (c) The following exhibits in addition to those filed as a part of the statement of eligibility and qualification of each trustee: Exhibit T3A.1..................... Amended and Restated Certificate of ------------- Incorporation of the Applicant, incorporated herein by reference to Exhibit 3.1.1 to Amendment No. 1 to the Applicant's Registration Statement on Form S-4 filed on October 27, 1998 (Registration No. 333-64679). Exhibit T3A.2..................... Certificate of Designation of the ------------- Applicant with respect to the Applicant's 13-1/2% Exchangeable Preferred Stock Mandatorily Redeemable 2010, incorporated herein by reference to Exhibit 3.1.2 to the Applicant's Registration Statement on Form S-4 filed on September 29, 1998 (Registration No. 333-64679). Exhibit T3B....................... Bylaws of the Applicant, incorporated ----------- herein by reference to Exhibit 3.2.2 to the Applicant's Registration Statement on Form S-4 filed on May 1, 1998 (Registration No. 333-51633). Exhibit T3C*...................... Form of New Indenture among the ----------- Applicant, the Guarantors and the Trustee. Exhibit T3E.1..................... Offering Memorandum and Consent ------------- Solicitation Statement. Exhibit T3E.2..................... Consent and Letter of Transmittal. ------------- Exhibit T3E.3..................... Letter to Brokers, Dealers, Commercial ------------- Banks, Trust Companies and Other Nominees. Exhibit T3E.4..................... Letter to Clients for Use by Brokers, ------------- Dealers, Commercial Banks, Trust Companies and Other Nominees. Exhibit T3F*...................... Cross reference sheet showing the ----------- location in the New Indenture of the provisions inserted therein pursuant to Sections 310 through 318(a), inclusive, of the Trust Indenture Act of 1939 (included as part of Exhibit T3C). 2 ------------------------- *........Filed herewith. All other exhibits have been previously filed. 3 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant, Harborside Healthcare Corporation, a corporation organized and existing under the laws of the State of Delaware, has duly caused this Amendment to the Application for Qualification to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Boston, Commonwealth of Massachusetts, on April 20, 2001. (SEAL) HARBORSIDE HEALTHCARE CORPORATION By: /s/ William H. Stephan ---------------------- Name: William H. Stephan Title: Senior Vice President Chief Financial Officer Attest: /s/ Natalie Dawes ------------------- Name: Natalie Dawes 4 EXHIBIT INDEX Exhibit No. Description ----------- ----------- Exhibit T3A.1..................... Amended and Restated Certificate of ------------- Incorporation of the Applicant, incorporated herein by reference to Exhibit 3.1.1 to Amendment No. 1 to the Applicant's Registration Statement on Form S-4 filed on October 27, 1998 (Registration No. 333-64679). Exhibit T3A.2..................... Certificate of Designation of the ------------- Applicant with respect to the Applicant's 13-1/2% Exchangeable Preferred Stock Mandatorily Redeemable 2010, incorporated herein by reference to Exhibit 3.1.2 to the Applicant's Registration Statement on Form S-4 filed on September 29, 1998 (Registration No. 333-64679). Exhibit T3B....................... Bylaws of the Applicant, incorporated ----------- herein by reference to Exhibit 3.2.2 to the Applicant's Registration Statement on Form S-4 filed on May 1, 1998 (Registration No. 333-51633). Exhibit T3C*...................... Form of New Indenture among the ----------- Applicant, the Guarantors and the Trustee. Exhibit T3E.1..................... Offering Memorandum and Consent ------------- Solicitation Statement. Exhibit T3E.2..................... Consent and Letter of Transmittal. ------------- Exhibit T3E.3..................... Letter to Brokers, Dealers, Commercial ------------- Banks, Trust Companies and Other Nominees. Exhibit T3E.4..................... Letter to Clients for Use by Brokers, ------------- Dealers, Commercial Banks, Trust Companies and Other Nominees. Exhibit T3F*...................... Cross reference sheet showing the ----------- location in the New Indenture of the provisions inserted therein pursuant to Sections 310 through 318(a), inclusive, of the Trust Indenture Act of 1939 (included as part of Exhibit T3C). _____________________________________ * Filed herewith. All other exhibits have been previously filed.