SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Centennial HealthCare Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of class of securities)
150937-10-0
(CUSIP number)
Paul A. Quiros, Esq.
Nelson Mullins Riley & Scarborough, L.L.P.
999 Peachtree Street, N.E.
Suite 1400
Atlanta, Georgia 30309
(404) 817-6000
(Name, address and telephone number of person
authorized to receive notices and communications)
July 2, 1997
(Date of event which requires filing of this statement)
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 [ ].
(Continued on following pages)
(Page 1 of 5 Pages)<PAGE>
SCHEDULE 13D
CUSIP NO. 150937-10-0 13D PAGE 2 OF 5 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
J. Stephen Eaton
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,170,661
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,170,661
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,170,661
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CENTENNIAL HEALTHCARE CORPORATION
(CUSIP NO. 150937-10-0)
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $.01 per share (the
"Common Stock"), of Centennial HealthCare Corporation, a Georgia corporation
(the "Issuer"). The principal executive offices of the Issuer are located at
400 Perimeter Center Terrace, Suite 650, Atlanta, Georgia 30346. All of the
share numbers in this Schedule 13D reflect the .6897-for-1.0 reverse stock
split which was effective on July 2, 1997.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of J. Stephen Eaton. Mr. Eaton is
referred to herein as the "Reporting Person."
(b) The principal business address of the Reporting Person is 400
Perimeter Center Terrace, Suite 650, Atlanta, Georgia 30346.
(c) The Reporting Person is the President, Chairman of the Board and
Chief Executive Officer of the Issuer. The principal business of the Issuer is
providing long-term health care services.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the past 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 a finding of any violation with respect to
such laws.
(f) The Reporting Person is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person currently owns 1,120,371 shares of Common Stock (not
including 50,290 shares purchasable upon exercise of stock options that are
currently exercisable or will become exercisable within 60 days), which were
acquired as follows: 997,479 shares from the Issuer in March 1989 with
personal funds in the approximate amount of $14,463; 6,365 shares in a private
transaction from two shareholders of the Issuer in October 1994 with personal
funds in the approximate amount of $59,995; 111,527 shares from the Issuer in
January 1996 as a dividend; and 5,000 shares from the Issuer on July 2, 1997
with personal funds in the approximate amount of $80,000.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired the shares of Common Stock for investment
purposes. Although the Reporting Person presently has no plans or proposals to
acquire additional securities of the Issuer, the Reporting Person may acquire
additional securities of the Issuer in the future. The Reporting Person does
not presently have any plans or proposals which relate to or would result in
any of the transactions described in paragraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person currently beneficially owns 1,170,661 shares of
the Issuer's Common Stock, including 50,290 shares purchasable upon exercise of
stock options that are currently exercisable or will become exercisable within
60 days, representing approximately 10.3% of the currently outstanding shares
of Common Stock. The aggregate percentage of shares of Common Stock reported
beneficially owned by the Reporting Person is based upon 11,393,664 shares,
including 11,343,374 shares currently outstanding, plus 50,290 shares
purchasable by the Reporting Person upon exercise of stock options that are
currently exercisable or will become exercisable within 60 days.
(b) The Reporting Person has the sole power to vote and dispose of all
1,170,661 shares of Common Stock reported as beneficially owned in this
Schedule 13D.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Reporting Person and certain other shareholders (together, the
"Rights Holders"), are entitled to certain rights with respect to the
registration under the Securities Act of 1933, as amended, of some or all of
their shares of Common Stock. These rights are provided under the terms of a
Registration Rights Agreement dated as of December 31, 1995, as amended by a
First Amendment to Registration Rights Agreement dated as of January 31, 1997
(together, the "Registration Rights Agreement"). Pursuant to the Registration
Rights Agreement, the Issuer granted the Rights Holders demand and piggyback
registration rights, subject to certain limitations, terms and conditions.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
July 17, 1997
(Date)
/s/ J. Stephen Eaton
J. Stephen Eaton
