CUSIP No. 150937 10 0 Page 1 of 7 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)1[FN]
Centennial Healthcare Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
150937 10 0
(CUSIP Number)
December 31, 1998
Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule
is Filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
- --------
[FN] 1The 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 disclosures provided in a prior cover page. The information required on
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 or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act.
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CUSIP No. 150937 10 0 Page 2 of 7 Pages
1) Name of Reporting Person Welsh, Carson,
I.R.S. Identification Anderson & Stowe VI,
No. of Above Person L.P.
(Entities Only)
2) Check the Appropriate Box (a) [ X ]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Citizenship or Place Delaware
of Organization
Number of 5) Sole Voting 2,520,193 shares of
Shares Beneficially Power Common Stock, $.01
Owned by Each par value ("Common
Reporting Person Stock")
With:
6) Shared Voting
Power -0-
7) Sole Disposi- 2,520,193 shares of
tive Power Common Stock
8) Shared Dis-
positive Power -0-
9) Aggregate Amount Beneficially 2,520,193 shares of
Owned by Each Reporting Person Common Stock
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
11) Percent of Class
Represented by 21.1%
Amount in Row (9)
12) Type of Reporting
Person PN
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CUSIP No. 150937 10 0 Page 3 of 7 Pages
1) Name of Reporting Person WCAS Healthcare
I.R.S. Identification Partners, L.P.
No. of Above Person
(Entities Only)
2) Check the Appropriate Box (a) [ X ]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Citizenship or Place Delaware
of Organization
Number of 5) Sole Voting 81,384 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
With:
6) Shared Voting
Power -0-
7) Sole Disposi- 81,384 shares of
tive Power Common Stock
8) Shared Dis-
positive Power -0-
9) Aggregate Amount Beneficially 81,384 shares of
Owned by Each Reporting Person Common Stock
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
11) Percent of Class
Represented by 0.7%
Amount in Row (9)
12) Type of Reporting
Person PN
<PAGE>
CUSIP No. 150937 10 0 Page 4 of 7 Pages
1) Name of Reporting Person WCAS Capital
I.R.S. Identification Partners II, L.P.
No. of Above Person
(Entities Only)
2) Check the Appropriate Box (a) [ X ]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Citizenship or Place Delaware
of Organization
Number of 5) Sole Voting 246,896 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
With:
6) Shared Voting
Power -0-
7) Sole Disposi- 246,896 shares of
tive Power Common Stock
8) Shared Dis-
positive Power -0-
9) Aggregate Amount Beneficially 246,896 shares of
Owned by Each Reporting Person Common Stock
10) Check if the Aggregate
Amount in Row (9)
Excludes Certain Shares
11) Percent of Class
Represented by 2.1%
Amount in Row (9)
12) Type of Reporting
Person PN
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CUSIP No. 150937 10 0 Page 5 of 7 Pages
Amendment No. 1 to Schedule 13G
Reference is hereby made to the statement on Schedule 13G originally
filed with the Securities and Exchange Commission on February 11, 1998 (the
"Schedule 13G"). Terms defined in the Schedule 13G are used herein as so
defined.
Item 4 - Ownership.
Item 4 is hereby amended and restated to read in its entirety as
follows:
(a) Amount Beneficially Owned:
WCAS VI: 2,520,193 shares of Common Stock
Healthcare Partners: 81,384 shares of Common
Stock
Capital Partners II: 246,896 shares of Common
Stock
(b) Percent of Class:
WCAS VI: 21.1%
Healthcare Partners: 0.7%
Capital Partners II: 2.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
WCAS VI: 2,520,193 shares
Healthcare Partners: 81,384 shares
Capital Partners II: 246,896 shares
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of:
WCAS VI: 2,520,193 shares
Healthcare Partners: 81,384 shares
Capital Partners II: 246,896 shares
(iv) shared power to dispose or to direct the disposition
of: -0-
The sole general partner of WCAS VI is WCAS VI Partners,
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CUSIP No. 150937 10 0 Page 6 of 7 Pages
L.P., a Delaware limited partnership. The general partners of WCAS VI
Partners, L.P. are Patrick J. Welsh, Russell L. Carson, Bruce K.
Anderson, Andrew M. Paul, Thomas E. McInerney, Laura VanBuren, Robert
A. Minicucci, Anthony J. deNicola and Paul B. Queally. The sole
general partner of Healthcare Partners is WCAS HP Partners, a Delaware
general partnership. The general partners of WCAS HP Partners are
Patrick J. Welsh and Russell L. Carson. The sole general partner of
Capital Partners II is WCAS CP II Partners, a New Jersey general
partnership. The general partners of WCAS CP II Partners are Patrick
J. Welsh, Russell L. Carson, Bruce K. Anderson, Richard H. Stowe,
Charles G. Moore, III, Andrew M. Paul, Thomas E. McInerney, Laura
VanBuren, James B. Hoover, Robert A. Minicucci and Anthony J.
deNicola. Such individual general partners of the general partners of
the Reporting Persons share the power to vote and dispose of the
shares held by the Reporting Persons. Such individuals have the sole
power to vote and dispose of the following additional number of
shares: Patrick J. Welsh -- 49,977 shares; Russell L. Carson --
49,977 shares; Bruce K. Anderson -- 29,977 shares, Andrew M. Paul --
12,707 shares; Thomas E. McInerney -- 10,000 shares; James B. Hoover -
- - 13,464 shares; Robert A. Minicucci -- 10,772 shares; Anthony J.
deNicola -- 5,000 shares; and Paul B. Queally -- 705 shares.
<PAGE>
CUSIP No. 150937 10 0 Page 7 of 7 Pages
Signature:
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.
WELSH, CARSON, ANDERSON & STOWE VI, L.P.
By: WCAS VI Partners, L.P., General Partner
By /s/ Laura VanBuren
General Partner
WCAS HEALTHCARE PARTNERS, L.P.
By: WCAS HP Partners, General Partner
By /s/ Laura VanBuren
Attorney-in-Fact
WCAS CAPITAL PARTNERS II, L.P.
By: WCAS CP II Partners, General Partner
By /s/ Laura VanBuren
General Partner
Date: April 14, 1999
