EXHIBIT 25
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
__________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
__________________________
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) _______
__________________________
UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-3818954
(Jurisdiction of incorporation (I. R. S. Employer
if not a U. S. national bank) Identification No.)
114 West 47th Street 10036-1532
New York, New York (Zip Code)
(Address of principal
executive offices)
__________________________
HARBORSIDE HEALTHCARE CORPORATION
(Exact name of OBLIGOR as specified in its charter)
Delaware 04-3307188
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
470 Atlantic Avenue 02210
Boston, Massachusetts (Zip code)
(Address of principal executive offices)
__________________________
OTHER OBLIGORS
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STATE OR OTHER I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION
NAME INCORPORATION NUMBER
---- ------------- ------
Harborside Heathcare Limited Partnership Massachusetts 04-2985687
Belmont Nursing Center Corp. Massachusetts 04-3072217
Orchard Ridge Nursing Center Corp. Massachusetts 04-3072231
Oakhurst Manor Nursing Center Corp. Massachusetts 04-3072232
Riverside Retirement Limited Partnership Massachusetts 04-2991629
Harborside Toledo Limited Partnership Massachusetts 04-3260170
Harborside Connecticut Limited Partnership Massachusetts 06-1496629
Harborside Florida Limited Partnership Florida 04-3239093
Harborside of Ohio Limited Partnership Massachusetts 04-3189435
Harborside Healthcare Baltimore Limited
Partnership Massachusetts 52-2013622
Harborside of Cleveland Limited Partnership Massachusetts 04-3313798
Harborside of Dayton Limited Partnership Massachusetts 31-1546651
Harborside Massachusetts Limited
Partnership Massachusetts 04-3364219
Harborside Rhode Island Limited Partnership Massachusetts 05-0495209
Harborside North Toledo Limited Partnership Massachusetts 34-1855902
Harborside Healthcare Advisors Limited
Partnership Massachusetts 04-2985690
Harborside Toledo Corporation Massachusetts 04-3274482
KHI Corporation Delaware 51-0304577
Harborside Danbury Limited Partnership Massachusetts 06-1528119
Harborside Acquisition Limited Partnership V Massachusetts None
Harborside Acquisition Limited Partnership VI Massachusetts None
Harborside Acquisition Limited Partnership VII Massachusetts None
Harborside Acquisition Limited Partnership VIII Massachusetts None
Harborside Acquisition Limited Partnership IX Massachusetts None
Harborside Acquisition Limited Partnership X Massachusetts None
Sailors, Inc. Delaware None
New Jersey Harborside Corporation Massachusetts 04-3285183
Bridgewater Assisted Living Limited Partnership New Jersey 04-3331905
Maryland Harborside Corporation Massachusetts 04-3168713
Harborside Homecare Limited Partnership Massachusetts 04-3276939
Harborside Rehabilitation Limited Partnership Massachusetts 04-3209245
Harborside Healthcare Network Limited
Partnership Florida 04-3310886
Harborside Health I Corporation Delaware 51-0304578
________________________________
11% Series A Senior Subordinated Discount Notes Due 2008
13 1/2% Subordinated Exchange Debentures Due 2010
(Title of the indenture securities)
- 3 -
GENERAL
1. GENERAL INFORMATION
-------------------
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
Federal Reserve Bank of New York (2nd District), New York, New York
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Washington, D.C.
New York State Banking Department, Albany, New York
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. AFFILIATIONS WITH THE OBLIGOR
-----------------------------
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None
3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15:
The obligors currently are not in default under any of its outstanding
securities for which United States Trust Company of New York is Trustee.
Accordingly, responses to Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and
15 of Form T-1 are not required under General Instruction B.
16. LIST OF EXHIBITS
----------------
T-1.1 -- Organization Certificate, as amended, issued by the State
of New York Banking Department to transact business as a
Trust Company, is incorporated by reference to Exhibit T-
1.1 to Form T-1 filed on September 15, 1995 with the
Commission pursuant to the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990
(Registration No. 33-97056).
T-1.2 -- Included in Exhibit T-1.1.
T-1.3 -- Included in Exhibit T-1.1.
- 4 -
16. LIST OF EXHIBITS
----------------
(cont'd)
T-1.4 -- The By-Laws of United States Trust Company of New York, as
amended, is incorporated by reference to Exhibit T-1.4 to
Form T-1 filed on September 15, 1995 with the Commission
pursuant to the Trust Indenture Act of 1939, as amended by
the Trust Indenture Reform Act of 1990 (Registration No.
33-97056).
T-1.6 -- The consent of the trustee required by Section 321(b) of
the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990.
T-1.7 -- A copy of the latest report of condition of the trustee
pursuant to law or the requirements of its supervising or
examining authority.
NOTE
- ----
As of October 20, 1998, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U.S. Trust
Corporation. The term "trustee" in Item 2, refers to each of United States
Trust Company of New York and its parent company, U. S. Trust Corporation.
In answering Item 2 in this statement of eligibility as to matters peculiarly
within the knowledge of the obligor or its directors, the trustee has relied
upon information furnished to it by the obligor and will rely on information to
be furnished by the obligor and the trustee disclaims responsibility for the
accuracy or completeness of such information.
__________________
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
United States Trust Company of New York, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York, and State of New York, on the 20th day
of October 1998.
UNITED STATES TRUST COMPANY
OF NEW YORK, Trustee
By: /s/ James E. Logan
---------------------------------
James E. Logan
Vice President
JEL/kk
Exhibit T-1.6
-------------
The consent of the trustee required by Section 321(b) of the Act.
United States Trust Company of New York
114 West 47th Street
New York, NY 10036
September 1, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, and subject to the
limitations set forth therein, United States Trust Company of New York ("U.S.
Trust") hereby consents that reports of examinations of U.S. Trust by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.
Very truly yours,
UNITED STATES TRUST COMPANY
OF NEW YORK
-----------------------
By: /s/ Gerard F. Ganey
Senior Vice President
EXHIBIT T-1.7
UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
JUNE 30, 1998
-------------
($ IN THOUSANDS)
ASSETS
- ------
Cash and Due from Banks $ 99,322
Short-Term Investments 171,315
Securities, Available for Sale 626,426
Loans 1,857,795
Less: Allowance for Credit Losses 16,708
----------
Net Loans 1,841,087
Premises and Equipment 59,304
Other Assets 122,476
----------
TOTAL ASSETS $2,919,930
==========
LIABILITIES
- -----------
Deposits:
Non-Interest Bearing $ 648,072
Interest Bearing 1,646,049
----------
Total Deposits 2,294,121
Short-Term Credit Facilities 306,807
Accounts Payable and Accrued Liabilities 144,419
----------
TOTAL LIABILITIES $2,745,347
==========
STOCKHOLDER'S EQUITY
- --------------------
Common Stock 14,995
Capital Surplus 49,541
Retained Earnings 107,703
Unrealized Gains on Securities
Available for Sale (Net of Taxes) 2,344
----------
TOTAL STOCKHOLDER'S EQUITY 174,583
----------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $2,919,930
==========
I, Richard E. Brinkmann, Senior Vice President & Comptroller of the named bank
do hereby declare that this Statement of Condition has been prepared in
conformance with the instructions issued by the appropriate regulatory authority
and is true to the best of my knowledge and belief.
Richard E. Brinkmann, SVP & Controller
July 31, 1998