UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PERENNIAL HEALTH SYSTEMS, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
71366S 10 7
(CUSIP Number)
June 30, 1998
(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 71366S 10 7 13G Page 2 of 6
1 NAME OF REPORTING PERSON
Retirement Care Associates, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
Number of Shares Beneficially Owned by Each Reporting Person With
5 SOLE VOTING POWER
3,661,000
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
3,661,000
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,661,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES*
Not applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.4%
12 TYPE OF REPORTING PERSON*
CO
* See instructions before filling out.
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CUSIP No. 71366S 10 7 13G Page 3 of 6
1 NAME OF REPORTING PERSON
Sun Healthcare Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
3,661,000
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,661,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,661,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES*
Not applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.4%
12 TYPE OF REPORTING PERSON*
CO
* See instructions before filling out.
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CUSIP No. 71366S 10 7 13G Page 4 of 6
Item 1.
(a) Name of Issuer: Perennial Health Systems, Inc.
(b) Address of Issuer's Principal Executive Offices:
325 West Main Street, Suite 1400B
Louisville, Kentucky 40202
Item 2.
(a) Name of Person Filing: (1) Retirement Care Associates, Inc.
(2) Sun Healthcare Group, Inc. (Retirement Care
Associates, nc. is wholly owned by Sun
Healthcare Group, Inc. and as such Sun
Healthcare Group, Inc. may be deemed to be
the beneficial owner of the shares held by
Retirement Care Associates, Inc.)
(b) Address of Principal Business Office:
(1) & (2) 101 Sun Avenue NE
Albuquerque, New Mexico 87109
(c) Citizenship: (1) Colorado
(2) Delaware
(d) Title of Class of Securities: Common Stock, No Par Value
(e) CUSIP No.: 453224 10 7
Item 4. Ownership.
(a) Amount Beneficially Owned:
(1) Retirement Care Associates, Inc. - 3,661,000
(2) Sun Healthcare Group, Inc. - 3,661,000
(b) Percent of Class:
(1) Retirement Care Associates, Inc. - 27.4 %
(2) Sun Healthcare Group, Inc. - 27.4%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote:
(1) Retirement Care Associates, Inc. - 3,661,000
(2) Sun Healthcare Group, Inc. - 0
(ii) shared power to vote or to direct the vote:
(1) Retirement Care Associates, Inc. - 0
(2) Sun Healthcare Group, Inc. - 3,661,000
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CUSIP No. 71366S 10 7 13G Page 5 of 6
(iii) sole power to dispose or to direct the disposition of:
(1) Retirement Care Associates, Inc. - 3,661,000
(2) Sun Healthcare Group, Inc. - 0
(iv) shared power to dispose or to direct the disposition of:
(1) Retirement Care Associates, Inc. - 0
(2) Sun Healthcare Group, Inc. - 3,661,000
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CUSIP No. 71366S 10 7 13G Page 6 of 6
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.
SUN HEALTHCARE GROUP, INC.
Date: February 11, 1999 By : /s/ William C. Warrick
William C. Warrick, Vice President
and Corporate Controller
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.
RETIREMENT CARE ASSOCIATES,INC.
Date: February 11, 1999 By : /s/ William C. Warrick
William C. Warrick, Vice President
and Controller
