-----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, Va7omUMQIMwFGEprkZseC6v4AQvZMzXrsbS44E9hUGofW2qwZb9jBfqpr06ZuclG eUJFLGWFBJysz9ZLaBt5Mg== 0000921530-04-000131.txt : 20040217 0000921530-04-000131.hdr.sgml : 20040216 20040217164714 ACCESSION NUMBER: 0000921530-04-000131 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040217 GROUP MEMBERS: MR. GEORGE SOROS GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT LLC GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: QUASAR STRATEGIC PARTNERS LDC GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STRATEGIC INVESTMENT PARTNERS LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONTINUCARE CORP CENTRAL INDEX KEY: 0000803352 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 592716063 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46829 FILM NUMBER: 04609549 BUSINESS ADDRESS: STREET 1: 80 S W 8TH STREET STREET 2: SUITE 2350 CITY: MIAMI STATE: FL ZIP: 33130 BUSINESS PHONE: 3053507515 FORMER COMPANY: FORMER CONFORMED NAME: ZANART ENTERTAINMENT INC DATE OF NAME CHANGE: 19950420 FORMER COMPANY: FORMER CONFORMED NAME: XUMA CORP DATE OF NAME CHANGE: 19940606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A 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 13G/A 1 continucare13g-a1_123103.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CONTINUCARE CORPORATION ----------------------- (Name of Issuer) Common Stock, $0.0001 Par Value ------------------------------- (Title of Class of Securities) 212172100 --------- (CUSIP Number) December 31, 2003 ----------------- (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) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The 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 the 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following pages Page 1 of 12 Pages SCHEDULE 13G CUSIP No. 212172100 Page 2 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) STRATEGIC INVESTMENT PARTNERS LIMITED 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) CO SCHEDULE 13G CUSIP No. 212172100 Page 3 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) QUASAR STRATEGIC PARTNERS LDC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) OO SCHEDULE 13G CUSIP No. 212172100 Page 4 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) QUANTUM INDUSTRIAL PARTNERS LDC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) OO; IV SCHEDULE 13G CUSIP No. 212172100 Page 5 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) QIH MANAGEMENT INVESTOR, L.P. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) PN; IA SCHEDULE 13G CUSIP No. 212172100 Page 6 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) QIH MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) OO SCHEDULE 13G CUSIP No. 212172100 Page 7 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SOROS FUND MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) OO; IA SCHEDULE 13G CUSIP No. 212172100 Page 8 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) GEORGE SOROS (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person (See Instructions) IA Page 9 of 12 Pages Item 1(a) Name of Issuer: ContinuCare Corporation (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 80 Southwest Eighth Street, Suite 2350, Miami, FL 33130 Item 2(a) Name of Person Filing: The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Strategic Investment Partners Limited ("SIPL"); ii) Quasar Strategic Partners LDC ("QSP"); iii) Quantum Industrial Partners LDC ("QIP"); iv) QIH Management Investor, L.P. ("QIHMI"); v) QIH Management LLC ("QIH Management"); vi) Soros Fund Management LLC ("SFM LLC"); and vii) Mr. George Soros ("Mr. Soros"). As of December 31, 2003, none of the Reporting Persons held any Shares (as defined herein). Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of SIPL, QSP, and QIP is Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. The principal business office of each of QIHMI, QIH Management, SFM LLC and Mr. Soros is 888 Seventh Avenue, 33rd Floor, New York, NY 10106. Item 2(c) Citizenship: 1) SIPL is a Cayman Islands corporation; 2) QSP is a Cayman Islands exempted limited duration company; 3) QIP is a Cayman Islands exempted limited duration company; 4) QIHMI is a Delaware limited partnership; 5) QIH Management is a Delaware limited liability company; 6) SFM LLC is a Delaware limited liability company; and 7) Mr. Soros is a United States citizen. Page 10 of 12 Pages Item 2(d) Title of Class of Securities: Common Stock, $0.0001 Par Value (the "Shares"). Item 2(e) CUSIP Number: 212172100 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of December 31, 2003, each of SIPL, QSP, QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros may no longer be deemed the beneficial owner of any Shares. Item 4(b) Percent of Class: The number of Shares of which each of SIPL, QSP, QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros may be deemed to be the beneficial owner constitutes approximately 0% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: SIPL, QSP, QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros ------------------------------------------------------------ (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 0 Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following: [X]. Item 6. Ownership of More than Five Percent on Behalf of Another Person: This Item 6 is not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Page 11 of 12 Pages Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each signatory certifies that, to the best of his/its knowledge and belief, the securities referred to above were not acquired and are held for the purpose of or with the effect of changing or influencing control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 12 of 12 Pages 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: February 17, 2004 STRATEGIC INVESTMENT PARTNERS LIMITED By: /s/ Richard D. Holahan, Jr. ------------------------------------- Name: Richard D. Holahan, Jr. Title: Attorney-in-Fact Date: February 17, 2004 QUASAR STRATEGIC PARTNERS LDC By: /s/ Richard D. Holahan, Jr. ------------------------------------- Name: Richard D. Holahan, Jr. Title: Attorney-in-Fact Date: February 17, 2004 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Richard D. Holahan, Jr. ------------------------------------- Name: Richard D. Holahan, Jr. Title: Attorney-in-Fact Date: February 17, 2004 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management LLC, its General Partner By: Soros Fund Management LLC, its Managing Member By: /s/ Richard D. Holahan, Jr. ------------------------------------- Name: Richard D. Holahan, Jr. Title: Assistant General Counsel Date: February 17, 2004 QIH MANAGEMENT LLC By: Soros Fund Management LLC, its Managing Member By: /s/ Richard D. Holahan, Jr. ------------------------------------- Name: Richard D. Holahan, Jr. Title: Assistant General Counsel Date: February 17, 2004 SOROS FUND MANAGEMENT LLC By: /s/ Richard D. Holahan, Jr. ------------------------------------- Name: Richard D. Holahan, Jr. Title: Assistant General Counsel Date: February 17, 2004 GEORGE SOROS By: /s/ Richard D. Holahan, Jr. ------------------------------------- Name: Richard D. Holahan, Jr. Title: Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----