-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dhaz8boassN+Qm7DcmRdiWrh8C91loyN2X0Ny+tnsyaY1hIKRnLjANAjOV+wskj8 VzlMUw56i4CHFR0CeBCQdA== 0000899140-97-000789.txt : 19971217 0000899140-97-000789.hdr.sgml : 19971217 ACCESSION NUMBER: 0000899140-97-000789 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19971216 SROS: AMEX GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: QUASAR STRATEGIC PARTNERS LDC GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER GROUP MEMBERS: STRATEGIC INVESTMENT PARTNERS LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONTINUCARE CORP CENTRAL INDEX KEY: 0000803352 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 592716063 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-46829 FILM NUMBER: 97738738 BUSINESS ADDRESS: STREET 1: 100 SOUTHEAST 2ND ST STREET 2: 36TH FLOOR CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 8189049797 FORMER COMPANY: FORMER CONFORMED NAME: ZANART ENTERTAINMENT INC DATE OF NAME CHANGE: 19950420 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CONTINUCARE CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.0001 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 212172100 - -------------------------------------------------------------------------------- (CUSIP Number) CHRISTOPHER E. MANNO, ESQ. Willkie Farr & Gallagher 153 East 53rd Street New York, New York 10022 (212) 821-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 5, 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 [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. Page 1 of 15 Pages Exhibit Index: Page 14 SCHEDULE 13D CUSIP No. 212172100 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Strategic Investment Partners Ltd. 2 Check the Appropriate Box If a Member of a Group a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds WC 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Cayman Islands 7 Sole Voting Power Number of 2,250,000 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,250,000 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,250,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented By Amount in Row (11) 16.43% 14 Type of Reporting Person CO SCHEDULE 13D CUSIP No. 212172100 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Quasar Strategic Partners LDC 2 Check the Appropriate Box If a Member of a Group a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Cayman Islands 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,225,500 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,225,500 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,225,500 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented By Amount in Row (11) 16.43% 14 Type of Reporting Person CO SCHEDULE 13D CUSIP No. 212172100 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Quantum Industrial Partners LDC 2 Check the Appropriate Box If a Member of a Group a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Cayman Islands 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,225,500 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,225,500 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,225,500 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented By Amount in Row (11) 16.43% 14 Type of Reporting Person OO, IV SCHEDULE 13D CUSIP No. 212172100 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person QIH Management Investor, L.P. 2 Check the Appropriate Box If a Member of a Group a. b. 3 SEC Use Only 4 Source of Funds AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,250,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,250,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,250,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented By Amount in Row (11) 16.43% 14 Type of Reporting Person PN, IA SCHEDULE 13D CUSIP No. 212172100 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person QIH Management, Inc. 2 Check the Appropriate Box If a Member of a Group a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,250,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,250,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,250,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented By Amount in Row (11) 16.43% 14 Type of Reporting Person CO SCHEDULE 13D CUSIP No. 212172100 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Soros Fund Management LLC 2 Check the Appropriate Box If a Member of a Group a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,250,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,250,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,250,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented By Amount in Row (11) 16.43% 14 Type of Reporting Person OO, IA SCHEDULE 13D CUSIP No. 212172100 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person George Soros (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,225,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,225,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,225,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented By Amount in Row (11) 16.43% 14 Type of Reporting Person IA SCHEDULE 13D CUSIP No. 212172100 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Stanley F. Druckenmiller (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 2,225,000 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 2,225,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,225,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented By Amount in Row (11) 16.43% 14 Type of Reporting Person IA ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D (the "Statement") relates to shares of common stock, $0.0001 par value per share (the "Common Stock"), of Continucare Corporation, a Florida corporation (the "Issuer"). The principal executive offices of the Issuer are located at 100 S.E. Second Street, 36th Floor, Miami, Florida 33131. This Statement is being filed by the Reporting Persons (as defined herein) to report a recent transaction in the Common Stock as a result of which the Reporting Persons may be deemed to be the beneficial owners of in excess of 5% of the total number of outstanding Common Stock. ITEM 2. IDENTITY AND BACKGROUND. This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons") : (i) Strategic Investment Partners Ltd.; (ii) Quasar Strategic Partners LDC; (iii) Quantum Industrial Partners LDC; (iv) QIH Management Investor, L.P.; (v) QIH Management, Inc.; (vi) Soros Fund Management LLC; (vii) Mr. George Soros (in the capacity set forth herein); and (viii) Mr. Stanley F. Druckenmiller (in the capacity set forth herein). Strategic Investment Partners Ltd., a Cayman Islands corporation ("SIPL"), is jointly owned as to the investment in the Common Stock by Quantum Industrial Partners LDC, a Cayman Islands exempted limited duration company ("QIP"), and Quasar Strategic Partners LDC, a Cayman Islands exempted limited duration company ("QSP"), and has its principal address at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. The principal business of SIPL is investing in securities. Set forth on Annex A hereto and incorporated herein by reference is current information concerning the identity and background of the directors and officers of SIPL. Each of QIP and QSP is a Cayman Islands exempted limited duration company with its principal address at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. The principal business of QIP and QSP is investing in securities. Set forth on Annex B and Annex C hereto and incorporated herein by reference is current information concerning the identity and background of the directors and officers of each of QIP and QSP respectively. QIH Management Investor, L.P., a Delaware limited partnership ("QIHMI"), is the sole managing member of each of QIP and QSP and, pursuant to constituent documents of each of QIP and QSP, is vested with investment discretion with respect to the portfolio assets held for the accounts of QIP and QSP. The principal business of QIHMI is to provide management and advisory services to, and to invest in, QIP and QSP. QIH Management, Inc., a Delaware corporation of which Mr. George Soros ("Mr. Soros") is the sole stockholder ("QIH Management"), is the sole general partner of QIHMI. The principal business of QIH Management is to serve as the sole general partner of QIHMI. QIHMI and QIH Management have their principal offices at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Set forth on Annex D hereto and incorporated herein by reference is current information concerning the identity and background of the directors and officers of QIH Management. QIHMI, by reason of its investment discretion over the securities owned by QIP and QSP, and QIH Management, as the sole general partner of QIHMI, may each be deemed the beneficial owner of the shares held for the accounts of QIP and QSP for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"). Mr. Soros has entered into an agreement dated as of January 1, 1997 (the "QIHMI Contract") with Soros Fund Management LLC ("SFM LLC"), a Delaware limited liability company of which Mr. Soros is Chairman, pursuant to which Mr. Soros has, among other things, agreed to use his best efforts to cause QIH Management, as the general partner of QIHMI, to act at the direction of SFM LLC, which agreement to so act shall terminate upon the earlier of (a) the assignment to SFM LLC of the legal and beneficial ownership interest in QIH Management and (b) the assignment of SFM LLC of the general partnership interest in QIHMI. The business of SFM LLC is managed through a Management Committee (the "Management Committee") comprised of Mr. Soros, Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller") and Mr. Gary Gladstein. Its principal business is to serve, pursuant to contract, as the principal investment manager to several foreign investment companies (the "SFM Clients"). Mr. Soros, as Chairman of SFM LLC, has the ability to direct the investment decisions of SFM LLC and as such may be deemed to have investment discretion over the securities held for the accounts of the SFM Clients. Mr. Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the ability to direct the investment decisions of SFM LLC and as such may be deemed to have investment discretion over the securities held for the accounts of the SFM Clients. Set forth in Annex E hereto and incorporated by reference in response to this Item 2 and elsewhere in this Statement as applicable is a list of the Managing Directors of SFM LLC. The principal occupation of Mr. Soros, a United States citizen, is his direction of the activities of SFM LLC, which is carried out in his capacity as Chairman of SFM LLC at SFM LLC's principal office. The principal occupation of Mr. Druckenmiller, a United States citizen, is his position as Lead Portfolio Manager and a Member of the Management Committee of SFM LLC, which is carried out at SFM LLC's principal office. Pursuant to regulations promulgated under Section 13(d) of the Act, SFM LLC (poursuant to the provisions of the QIHMI Contract), Mr. Soros (in his capacity as Chairman of SFM LLC) and Mr. Druckenmiller (in his capacity as Lead Portfolio Manager of SFM LLC) each may be deemed a beneficial owner of shares of the Common Stock held for the account of SIPL as a result of the contractual authority of SFM LLC to exercise voting and dispositive power with respect to such Common Stock. During the past five years, none of the Reporting Persons, and/or other SFM Clients nor, to the best of the Reporting Persons' knowledge, any other person identified in response to this Item 2, has been (a) convicted in a criminal proceeding, or (b) a party to any civil proceeding as a result of which he has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to that certain Investment and Registration Rights Agreement, dated as of December 5, 1997, by and between the Issuer and SIPL (the "Agreement"), a copy of which is filed as Exhibit A hereto and incorporated by reference herein, SIPL agreed to purchase the shares of Common Stock reported herein at a purchase price of $5.00 per share for an aggregate purchase price of $11,250,000. SIPL expended $11,250,000 of its working capital to purchase the Common Stock pursuant to the Agreement. Pursuant to the Agreement, and subject to the terms therein, SIPL is entitled to certain registration rights in the shares of Common Stock. The Common Stock held for the account of SIPL may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in its margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firm's credit policies. The Common Stock which may be held in the margin accounts are pledged as collateral security for the repayment of debit balances in the respective accounts. ITEM 4. PURPOSE OF TRANSACTION. All of the Common Stock reported herein as having been acquired for the account of SIPL were acquired for investment purposes. None of the Reporting Persons nor, to the best of their knowledge, any of the other persons identified in response to Item 2, has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (c) and (e) through (j) of Item 4 of Schedule 13D. Pursuant to the terms of the Agreement, the Issuer has increased the size of its board of directors to seven members and filled the vacancy created by such increase by appointing Mr. Robert Soros to the board and it is the intention of the parties to the Agreement that Mr. Robert Soros, or his designee, remain a director of the Issuer for so long as SIPL holds 10% or more of the outstanding shares of Common Stock. SFM LLC, Mr. Soros and Mr. Druckenmiller reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose, or cause to be disposed of, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of SFM Clients, market conditions or other factors. Item 5. Interest in Securities of the Issuer. (a) Each of the Reporting Persons may be deemed the beneficial owner of the 2,250,000 shares of Common Stock (approximately 16.43% of the total number of shares of Common Stock outstanding). This number is comprised entirely of Common Stock held for the account of SIPL. (b) SIPL may be deemed to have sole power and each of QIP, QSP, QIHMI (pursuant to the constituent documents of each of QIP and QSP), QIH Management (as the sole general partner of QIHMI), SFM LLC (by virtue of the QIHMI Contract), Mr. Soros (as a result of his position as Chairman of SFM LLC) and Mr. Druckenmiller (as a result of his position as Lead Portfolio Manager of SFM LLC) may be deemed to have shared power to direct the voting and disposition of the 2,250,000 shares of Common Stock held for the account of SIPL. (c) Except for the transaction consummated pursuant to the Agreement there have been no transactions effected with respect to the shares of Common Stock by any of the Reporting Persons or, to the best of their knowledge, any other person identified in response to Item 2 since October 16, 1997 (60 days prior to the date hereof). (d) The shareholders of QIP and the shareholders of QSP, including Quasar International Partners, C.V., a Netherlands Antilles limited partnership, and Quantum Industrial Holdings Ltd., a British Virgin Islands corporation, have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities (including shares of Common Stock) held for the account of SIPL in accordance with their respective ownership interests in each of QIP and QSP. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS IN RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER. From time to time to the extent permitted by applicable laws, each of the Reporting Persons, Quasar Partners, and/or other SFM Clients may lend portfolio securities to brokers, banks or other financial institutions. These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender and typically provide that the borrower is entitled to exercise voting rights and to retain dividends during the term of the loan. From time to time to the extent permitted by applicable laws, each of the Reporting Persons and/or other SFM Clients may borrow shares of Common Stock for the purpose of effecting, and may effect, short sale transactions, and may purchase Common Stock for the purpose of closing out short positions in such securities. Except as disclosed above the Reporting Persons do not have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. A........Investment and Registration Rights Agreement, dated as of December 5, 1997, by and between Continucare Corporation and Strategic Investment Partners Ltd. B........Power of Attorney dated May 23, 1996, granted by Quantum Industrial Partners LDC in favor of Mr. Gary Gladstein, Mr. Sean C. Warren and Mr. Michael C. Neus. C........Power of Attorney dated December 12, 1997 granted by Quasar Strategic Partners LDC in favor of Mr. Gary Gladstein, Mr. Sean C. Warren and Mr. Michael C. Neus. D........Power of Attorney dated December 12, 1997 granted by Strategic Investment Partners Ltd. in favor of Mr. Gary Gladstein, Mr. Sean C. Warren and Mr. Michael C. Neus. E. Power of Attorney dated as of January 1, 1997 granted by Mr. George Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus. F. Power of Attorney dated as of January 1, 1997 granted by Mr. Stanley F. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus. G..........Joint Filing Agreement dated December 15, 1997 by and among Strategic Investment Partners Ltd., Quantum Industrial Partners LDC, Quasar Strategic Partners LDC, QIH Management Investor, L.P., QIH Management, Inc., Soros Fund Management LLC, Mr. George Soros and Mr. Stanley F. Druckenmiller. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: December 15, 1997 STRATEGIC INVESTMENT PARTNERS LTD. By: /s/ Michael C. Neus -------------------- Name: Michael C. Neus Title: Attorney-in-Fact QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Michael C. Neus ------------------- Name: Michael C. Neus Title: Attorney-in-Fact QUASAR STRATEGIC PARTNERS LDC By: /s/ Michael C. Neus ------------------- Name: Michael C. Neus Title: Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc. By: /s/ Michael C. Neus ---------------------------- Name: Michael C. Neus Title: Vice President QIH MANAGEMENT, INC. By: /s/ Michael C. Neus ---------------------------- Name: Michael C. Neus Title: Vice President SOROS FUND MANAGEMENT LLC By: /s/ Michael C. Neus ---------------------------- Michael C. Neus Assistant General Counsel GEORGE SOROS By: /s/ Michael C. Neus ---------------------------- Michael C. Neus Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /s/ Michael C. Neus ---------------------------- Michael C. Neus Attorney-in-Fact ANNEX A DIRECTORS AND OFFICERS OF SIPL
PRINCIPAL BUSINESS NAME/TITLE/CITIZENSHIP OCCUPATION ADDRESS Curacao Corporation Managing Director Kaya Flamboyan 9 Company N.V. of Netherlands Willemstad Managing Director Antilles Curacao, (Netherlands Antilles) corporations Netherlands Antilles Inter Caribbean Services Administrative Citco Building Limited Services Wickhams Cay Secretary Road Town (British Virgin Tortola Islands) British Virgin Islands
To the best of SIPL's knowledge: (a) None of the above persons holds any Common Stock. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Common Stock. ANNEX B DIRECTORS AND OFFICERS OF QIP
PRINCIPAL BUSINESS NAME/TITLE/CITIZENSHIP OCCUPATION ADDRESS Curacao Corporation Managing Director Kaya Flamboyan 9 Company N.V. of Netherlands Willemstad Managing Director Antilles Curacao, (Netherlands Antilles) corporations Netherlands Antilles Inter Caribbean Services Administrative Citco Building Limited Services Wickhams Cay Secretary Road Town (British Virgin Tortola Islands) British Virgin Islands
To the best of QIP's knowledge: (a) None of the above persons holds any Common Stock. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Common Stock.
ANNEX C DIRECTORS AND OFFICERS OF QSP PRINCIPAL BUSINESS NAME/TITLE/CITIZENSHIP OCCUPATION ADDRESS OR RESIDENCE Curacao Corporation Managing Director Kaya Flamboyan 9 Company N.V. of Netherlands Willemstad Managing Director Antilles Curacao, (Netherlands Antilles) corporations Netherlands Antilles Inter Caribbean Services Administrative Citco Building Limited services Wickhams Cay Secretary Road Town (British Virgin Tortola Islands) British Virgin Islands
To the best of QSP's knowledge: (a) None of the above persons holds any Common Stock. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Common Stock.
ANNEX D DIRECTORS AND OFFICERS OF QIH MANAGEMENT NAME/TITLE PRINCIPAL CITIZENSHIP OCCUPATION BUSINESS ADDRESS Gary Gladstein Managing Director 888 Seventh Avenue Director and President of SFM LLC 33rd Floor (United States) New York, NY 10106 Sean C. Warren Managing Director 888 Seventh Avenue Director, Vice of SFM LLC 33rd Floor President and New York, NY 10106 Secretary (United States) Peter Streinger Chief Financial 888 Seventh Avenue Treasurer Officer of SFM LLC 33rd Floor (United States) New York, NY 10106 Michael C. Neus Assistant General 888 Seventh Avenue Vice President and Counsel of SFM LLC 33rd Floor Assistant Secretary New York, NY 10106 (United States)
To the best of QIH Management's knowledge: (a) None of the above persons holds any Common Stock. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Common Stock. ANNEX E The following is a list of all of the persons (other than Stanley Druckenmiller) who serve as Managing Directors of SFM LLC: Scott K. H. Bessent Walter Burlock Brian J. Corvese Jeffrey L. Feinberg Arminio Fraga David Gerstenhaber Gary Gladstein Ron Hiram Robert K. Jermain David N. Kowitz Alexander C. McAree Paul McNulty Gabriel S. Nechamkin Steven Okin Dale Precoda Lief D. Rosenblatt Mark D. Sonnino Filiberto H. Verticelli Sean C. Warren John Zwaanstra Each of the above-listed persons is a United States citizen whose principal occupation is serving as Managing Director of SFM LLC, and each has a business address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York, New York 10106. To the best of the SFM LLC's knowledge: (a) None of the above persons holds any Common Stock. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Common Stock. EXHIBIT INDEX A........Investment and Registration Rights Agreement, dated as of December 5, 1997, by and between Continucare Corporation and Strategic Investment Partners Ltd.............................................................22 B........Power of Attorney dated May 23, 1996, granted by Quantum Industrial Partners LDC in favor of Mr. Gary Gladstein, Mr. Sean C. Warren and Mr. Michael C. Neus..........................................................30 C........Power of Attorney dated December 12, 1997 granted by Quasar Strategic Partners LDC in favor of Mr. Gary Gladstein, Mr. Sean C. Warren and Mr. Michael C. Neus..........................................................31 D........Power of Attorney dated December 12, 1997 granted by Strategic Investment Partners Ltd. in favor of Mr. Gary Gladstein, Mr. Sean C. Warren and Mr. Michael C. Neus..................................................32 E. Power of Attorney dated as of January 1, 1997 granted by Mr. George Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus...................33 F. Power of Attorney dated as of January 1, 1997 granted by Mr. Stanley F. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.....34 G........Joint Filing Agreement dated December 15, 1997 by and among Strategic Investment Partners Ltd., Quantum Industrial Partners LDC, Quasar Strategic Partners LDC, QIH Management Investor, L.P., QIH Management, Inc., Soros Fund Management LLC, Mr. George Soros and Mr. Stanley F. Druckenmiller............................................................35 EX-99.1 2 INVEST & REG. RIGHTS AGMT. EXHIBIT A INVESTMENT AND REGISTRATION RIGHTS AGREEMENT INVESTMENT AND REGISTRATION RIGHTS AGREEMENT made as of the 5th day of December 1997, by and between CONTINUCARE CORPORATION, a Florida corporation (the "Company" or "Continucare"), and STRATEGIC INVESTMENT PARTNERS, LTD., a Cayman Islands corporation (the "Investor"). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in Section 6 hereof. WITNESSETH WHEREAS, the Investor desires to purchase, and Continucare desires to sell, the Common Stock in the amounts and on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, the parties hereto agree as follows: SECTION 1 1. PURCHASE OF STOCK 1.1 Description of Securities. Continucare has authorized the issuance, sale and delivery to the Investor on the Closing Date of an aggregate of 2,250,000 shares (the "Securities") of its authorized but unissued common stock, par value $.0001 per share (the "Common Stock"), for an aggregate purchase price of $11,250,000. 1.2 Use of Proceeds. The proceeds of the purchase price for the Common Stock shall be used to finance the working capital needs, including acquisitions, of Continucare. 1.3 Closing. The closing (the "Closing") of the sale and purchase of the Securities shall take place on the date hereof or such other date, time and place as shall be mutually agreed upon by Continucare and the Investor (the "Closing Date"). At the Closing, Continucare shall instruct its transfer agent to deliver to the Investor a share certificate for the Securities (with the appropriate restricted stock legend) against payment of the full purchase price therefor by Investor to Continucare by wire transfer to an account designated by Continucare. SECTION 2 2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY In order to induce the Investor to enter into this Agreement, the Company represents and warrants to the Investor the following as of the Closing Date. 2.1 Organization and Corporate Power. The Company is a corporation duly organized and validly existing under the laws of the State of Florida. Continucare has all required corporate power and authority to own its property and to carry on its businesses as presently conducted. The Company has all required corporate power and authority to enter into and perform this Agreement, and to carry out the transactions contemplated hereby, including, without limitation, the issuance of the Securities. 2.2 Authorization and Non-Contravention. This Agreement is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy laws and general principles of equity. The execution, delivery and performance of this Agreement and the issuance of the Securities, have been duly authorized by all necessary corporate action of the Company. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate or conflict with the Company's charter or bylaws, (ii) conflict with or constitute a breach of any material agreement to which the Company or any of its subsidiaries are a party, except where such breach would not have a Material Adverse Effect, or (iii) violate any applicable law, rule, regulation, judgment, order, writ or decree to which the Company is subject, except for such violations that would not have a Material Adverse Effect. 2.3 Capitalization. As of the Closing, and prior to giving effect to the transactions contemplated hereby, the authorized and issued capital stock of the Company is as set forth in Schedule 2.3 attached hereto. 2.4 Reports and Financial Statements. The historical financial statements included in the Incorporated Documents present fairly in all material respects the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders' equity and cash flows of the Company and its consolidated subsidiaries for the periods specified were prepared in conformity with GAAP applied on a consistent basis throughout the periods presented except as disclosed therein. Since the date of the most recent financial statements included in the Incorporated Documents, there has been no Material Adverse Change. 2.5 Board Appointment. Effective immediately subsequent to the Closing, the Company shall increase the size of its Board to seven members and fill the vacancy created by such increase by appointing Robert Soros to the Board. It is the intention of the Company (subject to applicable fiduciary obligations) that Robert Soros, or his designee, be a director of the Company as long as the Investor hold 10% or more of the outstanding Common Stock of the Company. 2.6 Incorporated Documents. The Incorporated Documents comply in all material respects with the requirements of the Exchange Act and do not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 2.7 FIRPTA Matters. Neither the Company nor any subsidiary has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. 2.8 Insurance. The Company has in full force and effect medical malpractice insurance in the amounts set forth on Schedule 2.8. SECTION 3 3. REGISTRATION RIGHTS 3.1 Shelf Registration. Subject to the limitations set forth in this Agreement, and upon the written request of the Investor delivered to the Company, the Company will file a registration statement (the "Shelf Registration Statement") covering the number of shares of Securities set forth in the written request of the Investor and thereafter shall use its reasonable efforts to (i) cause the Shelf Registration Statement to be declared effective as soon as practicable following such filing, and (ii) maintain such effectiveness (the "Registration Period") until the earlier of (x) the time at which the Investor is no longer subject to the volume limitations under Rule 144 of the Securities Act, (y) such time as all Securities have been sold, or (z) the Securities cease to be Registrable Securities. Notwithstanding the foregoing, (a) such request by the Investor cannot be made until April 30, 1998, (b) the Company may delay filing the registration statement if it determines in good faith that such registration might interfere with or affect negotiation or completion of a transactions that is being contemplated by the Company (whether or not a final decision has been made to undertake such a transaction) or would involve disclosure obligations that might not be in the best interest of the Company's shareholders, and (c) the Company shall have the right to prohibit the sale of the Securities pursuant to the Shelf Registration Statement, upon notice to the Investor: (i) if in its good faith judgment, the Company would thereby be required to disclose information not otherwise then required by law to be publicly disclosed; and (ii) during the period starting with the date 10 days prior to the Company's estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration. 2 3.2 Registration Procedures. If the Company is required by the provisions of Section 3.1 to register the Securities, the Company will, as expeditiously as possible: (a) prepare and file with the Commission a Shelf Registration Statement with respect to the Securities and use its best efforts to cause such Shelf Registration Statement to become and remain effective for a period of time required for the disposition of the Securities by the Investor; (b) prepare and file with the Commission such amendments and supplements to the Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Shelf Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of the Securities covered by the Shelf Registration Statement until such time as all of such securities have been disposed of by the Investor; (c) furnish the Investor such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents, as the Investor may reasonably request; (d) use its reasonable efforts to register or qualify the Securities covered by the Shelf Registration Statement under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as the Investor shall reasonably request (provided, however, the Company shall not be obligated to qualify as a foreign corporation to do business under he laws of any jurisdiction in which it is not then qualified or to file any general consent to service or process),and do such other reasonable acts and things as may be required of it to enable the Investor to consummate the disposition in such jurisdiction of the securities covered by the Shelf Registration Statement; and (e) promptly notify in writing the Investor of the happening of any event, during the period of distribution, as a result of which the Shelf Registration Statement includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing (in which case, the Company shall promptly provide the Investor with revised or supplemental prospectuses and, if so requested by the Company in writing, the Investor shall promptly take action to cease making any offers of the Securities until receipt and distribution of such revised or supplemental prospectuses). 3.3 Expenses. All expenses incurred in complying with this Agreement, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company shall be paid by the Company' provided, however, that the Investor (and not the Company) shall be liable for (i) all fees, discounts and commissions to any underwriter, if any, and (ii) all fees and disbursements of legal counsel to the Investor, if any. 3.4 Certain Limitations on Registration Rights. The Company's obligations under this Agreement are also expressly conditioned upon (i) the Investor furnishing to the Company in writing such information concerning the Investor and its controlling persons and the terms of the Investor's proposed offering of Securities as the Company shall reasonably request for inclusion in the Shelf Registration Statement; and (ii) there not having occurred a material breach by the Investor of any agreement, covenant, representation or warranty contained in this Agreement. 3.5 Public Information. During the Registration Period, the Company shall make generally available to its securityholders the public information contemplated under Rule 144(c) under the Securities Act. SECTION 4 4. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR The Investor hereby represents with respect to the Investor's purchase of the Securities hereunder that: 3 (a) The execution of this Agreement has been duly authorized by all necessary corporate action on the part of the Investor, has been duly executed and delivered, and constitutes a valid, binding and enforceable agreement of the Investor, except as such enforceability may be limited by bankruptcy laws and general principles of equity. (b) The Investor is acquiring the Securities for its own account, for investment, and not with a view to any "distribution" thereof within the meaning of the Securities Act, and the Investor has no present or presently contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the distribution thereof. (c) The Investor understands that because the Securities have not been registered under the Securities Act, it cannot dispose of any or all of the Securities unless the relevant shares are subsequently registered under the Securities Act or exemptions from such registration are available. The Investor understands that each certificate representing the Securities will bear the following legend or one substantially similar thereto: The securities represented by this certificate have not been registered under the Securities Act of 1933 (the "Act"). These securities have been acquired for investment and not with a view to distribution or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such securities under the Act or an opinion of counsel satisfactory to the Company is obtained to the effect that an exemption from such registration requirements is available. (d) The Investor is sufficiently knowledgeable and experienced in the making of investments so as to be able to evaluate the risks and merits of its investment in the Company, and is able to bear the economic risk of loss of its investment in the Company. (e) The Investor has been advised that the Securities have not been and are not being registered under the Securities Act or under the "blue sky" laws of any jurisdiction and that the Company in issuing the Securities is relying upon, among other things, the representations and warranties of the Investor contained in this Section 4. (f) The Investor acknowledges receipt of the Incorporated Documents (and any other documents filed with the Commission previously requested by the Investor) and the Offering Memorandum. (g) The Investor has been afforded the opportunity to ask questions of, and receive answers from, the Company and all of its executed officers and directors and to obtain any additional information, to the extent that the Company possesses such information or could have acquired it, necessary to verify the accuracy of the information contained in any documents delivered to the Investor concerning the Company and has in general had access to all information the Investor deemed material to an investment decision with respect to the acquisition of the Securities. (h) The Investor is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act. SECTION 5 5. INDEMNIFICATION. 5.1 Survival of Representations and Warranties. All representations and warranties made by each party in this Agreement shall survive the Closing Date until the filing of the Company's Annual Report on Form 10-K for the twelve-month period ending June 30, 1998. 5.2 Indemnification by the Company. The Company shall indemnify and defend and hold harmless the Investor against and with respect to any and all damages, claims, losses, penalties, liabilities, actions, fines, 4 costs and expenses (including, without limitation, reasonable attorney's fees and expenses) (all of the foregoing hereinafter collectively referred to as a "Loss"), with respect to the following items: (i) any misrepresentation or breach of warranty or covenant by the Company under this Agreement; or (ii) any untrue statement of a material fact contained in the registration statement referenced in Section 3 hereof, or the omission therefrom of a material fact necessary to make statements therein, in light of the circumstances under which they were made, not misleading (other than statements provided by the Investor). 5.3 Indemnification by Investor. The Investor shall indemnify and defend and hold harmless the Company against any Losses with respect to any misrepresentation or breach of warranty or covenant by the Investor under this Agreement. SECTION 6 6. DEFINITIONS As used herein, the following terms shall have the following respective meanings: Common Stock. "Common Stock" shall have the meaning ascribed to such term in Section 1.1 hereof. Closing. "Closing" shall have the meaning ascribed to such term in Section 1.3 hereof. Closing Date. "Closing Date" shall have the meaning ascribed to such term in Section 1.3 hereof. Code. "Code" shall mean the Internal Revenue Code of 1986, as amended. Company. "Company" shall have the meaning ascribed to such term in the preamble hereof. Commission. "Commission" means the Securities and Exchange Commission. Continucare. "Continucare" means Continucare Corporation, a Florida corporation. Exchange Act. "Exchange Act" means the Securities Exchange Act of 1934, as amended. Excluded Issuances. "Excluded Issuances" shall have the meaning ascribed to such term in Section 2.9 hereof. GAAP. "GAAP" means generally accepted accounting principles. Incorporated Documents. "Incorporated Documents" shall mean the Company's most recent Annual Report on Form 10-KSB filed with the Commission and each Form 10-QSB Quarterly Report and each Current Report on Form 8-K filed with the Commission since the end of the fiscal year to which such Annual Report relates, including any amendments thereto. Investor. "Investor" shall have the meaning ascribed to such term in the preamble hereof, together with any permitted assignees or transferees thereof pursuant to the terms hereof. Loss. "Loss" shall have the meaning ascribed to such term in Section 5.2 hereof. Material Adverse Change or Material Adverse Effect. "Material Adverse Change" or "Material Adverse Effect" shall mean a material adverse effect on the business or financial condition of the Company and its subsidiaries, taken as a whole. Offering Memorandum. "Offering Memorandum" shall mean the certain Offering Memorandum, dated October 27, 1997, relating to the private placement of $46,000,000 of 8% Convertible Subordinated Notes due 2002. Registrable Securities. "Registrable Securities" means the Securities, provided, that, a Security shall cease to be a Registrable Security when (i) a registration statement with respect to such Security has been 5 declared effective under the Securities Act and such Security has been disposed of pursuant to the registration statement, (ii) such Security has been sold to the public pursuant to Rule 144 (or similar provision then in force) under the Securities Act, or (iii) such Security shall cease to be outstanding. Registration Period. "Registration Period" shall have the meaning ascribed to such term in Section 3.1 hereof. Securities. "Securities" shall have the meaning ascribed to such term in Section 1.3 hereof. Securities Act. "Securities Act" means the Securities Act of 1933, as amended. Shelf Registration Statement. "Shelf Registration Statement" shall have the meaning ascribed to such term in Section 3 hereof. SECTION 7 7. GENERAL 7.1 Amendments, Waivers and Consents. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party hereto at law or in equity or otherwise. This Agreement may be amended only with the prior written consent of the Company and the Investor. 7.2 Governing Law. This Agreement shall be deemed to be a contract made under, and shall be construed in accordance with, the laws of the State of Florida, without giving effect to conflicts of laws principles thereof. 7.3 Section Headings. The descriptive headings in this Agreement have been inserted for convenience only and shall not be deemed to limit or otherwise affect the construction of any provision thereof or hereof. 7.4 Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute but one and the same document. 7.5 Notices and Demands. Any notice or demand which is required or provided to be given under this Agreement shall be deemed to have been sufficiently given and received for all purposes when received and may be delivered by hand, telecopy, telex or other method of facsimile, certified or registered mail, postage and charges prepaid, return receipt requested, or by overnight delivery, in the case of the Investor, to Kaya Flamboyan, Willemstad, Curacao, N.A., Attention: President, and in the case of Continucare, to Continucare Corporation, 100 S.E. Second Street, 36th Floor, Miami, Florida 33131, Attention: President. 7.6 Severability. Each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement. 7.7 Integration. This Agreement, including the exhibits, documents and instruments referred to herein or therein, constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, including, without limitation, the letter of intent between the parties hereto in respect of the transactions contemplated herein. 7.8 Brokers. Each party represents that, except for Arnhold & S. Bleichroeder, Inc. (the "Broker"), no broker, finder, agent or similar intermediary has acted on behalf of the Company or the Investor 6 in connection with this Agreement or the transactions contemplated hereby. Each party represents that, other than commissions or fees payable to the Broker (which commissions and fees shall be the sole responsibility of Continucare), there are no brokerage commissions, finder's fees or similar fees or commissions payable in connection with the sale of the Securities. 7.9 Publicity. The Company shall not issue any public release or announcement concerning this Agreement or the transactions contemplated hereby that identifies the Investor without the prior consent of the Investor, except as required by law (in which case, so far as possible, there shall be consultation between the parties prior to such announcement). 7.10 Expenses. Each party shall bear its own expenses with respect to the transactions contemplated hereby; provided, that, the Company agrees to pay the reasonable attorneys fees of counsel to the Investor, up to a maximum amount of $10,000. * * * * * * 7 IN WITNESS WHEREOF, the parties hereto have executed this Investment and Registration Rights Agreement on the date first written above. CONTINUCARE CORPORATION By:/s/ Charles M. Fernandez Charles M. Fernandez President and Chief Executive Officer STRATEGIC INVESTMENTS PARTNERS, LTD. By:/s/ Michael C. Neus Attorney-in Fact 8 EX-24.1 3 POWER OF ATTORNEY EXHIBIT B QUANTUM INDUSTRIAL PARTNERS LDC POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that the undersigned QUANTUM INDUSTRIAL PARTNERS LDC (the "Company'), an exempted limited duration company existing and operating under the laws of Cayman Islands does, pursuant to a duly adopted resolution of its Managing Directors, hereby designate, constitute, and appoint: GARY GLADSTEIN, SEAN C. WARREN, and MICHAEL NEUS acting, singly and not jointly, as its true and lawful agent(s) and attorney-in-fact for the purpose of executing in its name, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") or the pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. Each attorney-in-fact is hereby authorized and empowered to perform all other acts and deeds, which he or she in his or her sole discretion deems necessary or appropriate to carry out to the fullest extent the terms and the intent of the foregoing. All prior acts of each attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. IN WITNESS WHEREOF, the Company has caused this document to be executed this 23rd day of May, 1996. /s/ QUANTUM INDUSTRIAL PARTNERS LDC Curacao Corporation Company N.V. Managing Director EX-24.2 4 POWER OF ATTORNEY EXHIBIT C QUASAR STRATEGIC PARTNERS LDC POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that the undersigned QUASAR STRATEGIC PARTNERS LDC (the "Company"), an exempted limited duration company existing and operating under the laws of the Cayman Islands does, pursuant to a duly adopted resolution of its Managing Director, hereby designate, constitute and appoint: GARY GLADSTEIN, SEAN WARREN and MICHAEL NEUS acting singly and not jointly, as its true and lawful agent and attorney in fact for the purpose of executing in its name, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. Each attorney-in-fact is hereby authorized and empowered to perform all other acts and deeds, which he or she in his or her sole discretion deems necessary or appropriate to carry out to the fullest extent the terms and the intent of the foregoing. All prior acts of each attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. IN WITNESS WHEREOF, the Company has caused this document to be execute this 12th day of December, 1997. /s/ QUASAR STRATEGIC PARTNERS LDC Curacao Corporation Company N.V. Managing Director EX-24.3 5 POWER OF ATTORNEY EXHIBIT D STRATEGIC INVESTMENT PARTNERS LTD. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that the undersigned STRATEGIC INVESTMENT PARTNERS LTD. (the "Company"), an exempted limited duration company existing and operating under the laws of the Cayman Islands does, pursuant to a duly adopted resolution of its Managing Director, hereby designate, constitute and appoint: GARY GLADSTEIN, SEAN WARREN and MICHAEL NEUS acting singly and not jointly, as its true and lawful agent and attorney in fact for the purpose of executing in its name, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. Each attorney-in-fact is hereby authorized and empowered to perform all other acts and deeds, which he or she in his or her sole discretion deems necessary or appropriate to carry out to the fullest extent the terms and the intent of the foregoing. All prior acts of each attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. IN WITNESS WHEREOF, the Company has caused this document to be execute this 12th day of December, 1997. /s/ STRATEGIC INVESTMENT PARTNERS LTD. Curacao Corporation Company N.V. Managing Director EX-24.4 6 POWER OF ATTORNEY EXHIBIT E POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as my agent and attorney in fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of January, 1997. /s/ George Soros GEORGE SOROS EX-24.5 7 POWER OF ATTORNEY EXHIBIT F POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make, constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as my agent and attorney in fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio Manager of, member of or in other capacities with Soros Fund Management LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of January, 1997. /s/ Stanley F. Druckenmiller STANLEY F. DRUCKENMILLER EX-99.2 8 POWER OF ATTORNEY EXHIBIT G JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Continucare Corporation dated December 15, 1997 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Dated as of: December 15, 1997 STRATEGIC INVESTMENT PARTNERS LTD. By: /s/ Michael C. Neus Name: Michael C. Neus Title: Attorney-in-Fact QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Michael C. Neus Name: Michael C. Neus Title: Attorney-in-Fact QUASAR STRATEGIC PARTNERS LDC By: /s/ Michael C. Neus Name: Michael C. Neus Title: Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc. By: /s/ Michael C. Neus Name: Michael C. Neus Title: Vice President QIH MANAGEMENT, INC. By: /s/ Michael C. Neus Name: Michael C. Neus Title: Vice President SOROS FUND MANAGEMENT LLC By: /s/ Michael C. Neus Michael C. Neus Assistant General Counsel GEORGE SOROS By: /s/ Michael C. Neus Michael C. Neus Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /s/ Michael C. Neus Michael C. Neus Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----