-----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, TG5PbDDueBarKLysRE41a3KkC/qU6ZbttFk52OLFQCe5HuiesU++5Ozc6eZvIXZa zMwgWOI8goxAJUSJWVJNVQ== 0000950144-03-005350.txt : 20030423 0000950144-03-005350.hdr.sgml : 20030423 20030423105812 ACCESSION NUMBER: 0000950144-03-005350 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030423 GROUP MEMBERS: FROST GAMMA INVESTMENTS TRUST GROUP MEMBERS: FROST-NEVADA INVESTMENTS TRUST 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48350 FILM NUMBER: 03659382 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: XUMA CORP DATE OF NAME CHANGE: 19940606 FORMER COMPANY: FORMER CONFORMED NAME: ZANART ENTERTAINMENT INC DATE OF NAME CHANGE: 19950420 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FROST PHILLIP MD ET AL CENTRAL INDEX KEY: 0000898860 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BLVD CITY: MIAMI STATE: FL ZIP: 33137-3227 BUSINESS PHONE: 3055756001 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BLVD CITY: MIAMI STATE: FL ZIP: 33137-3227 SC 13D/A 1 g82250sc13dza.htm CONTINUCARE CORPORATION Continucare Corporation
 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. 8.)*

CONTINUCARE CORPORATION

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

212172100

(Cusip Number)

Richard C. Pfenniger, Jr., 4400 Biscayne Boulevard, Miami, FL 33137 (305) 575-6510

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 31, 2003

(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 the Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

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.

(Continued on following page(s))

 

 

             
CUSIP No. 212172100 13D Page 2
  1. Name of Reporting Person:
PHILLIP FROST, M.D.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
USA
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
300,000
8. Shared Voting Power:
21,719,450
9. Sole Dispositive Power:
300,000
10.Shared Dispositive Power:
21,719,450
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
22,019,450
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
50.76%
  14.Type of Reporting Person (See Instructions):
IN

 

             
CUSIP No. 212172100 13D Page 3
  1. Name of Reporting Person:
FROST GAMMA INVESTMENTS TRUST		 I.R.S. Identification Nos. of above persons (entities only):
#46-0464745
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
FLORIDA
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
20,922,288
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
20,922,288
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
20,922,288
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
49.37%
  14.Type of Reporting Person (See Instructions):
OO

 

             
CUSIP No. 212172100 13D Page 4
  1. Name of Reporting Person:
FROST-NEVADA INVESTMENTS TRUST		 I.R.S. Identification Nos. of above persons (entities only):
#59-2749083
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
FLORIDA
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
797,162
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
797,162
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
797,162
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
1.85%
  14.Type of Reporting Person (See Instructions):
OO

 

Item 1. Security and Issuer.

     This is Amendment No. 8 to the original Schedule 13D previously filed by Phillip Frost, M.D. (“Dr. Frost”), Frost-Nevada, Limited Partnership (the “Partnership”), and Frost-Nevada Corporation (the “Corporation”) is filed by Phillip Frost, M.D., Frost Gamma Investments Trust (the “GammaTrust”) and Frost-Nevada Investments Trust (the “Nevada Trust”) (collectively, the “Reporting Persons”), with respect to Common Stock, $.0001 par value (the “Shares”) of Continucare Corporation (f/k/a Zanart Entertainment Incorporated) (the “Issuer”). The principal executive officers of the Issuer are located at 80 Southwest 8th Street, Suite 2350, Miami, Florida, 33131. Information regarding each of the Reporting Persons is set forth below.

Item 2. Identity and Background.

     Item 2 is amended and restated in its entirety as follows:

     Dr. Frost’s present principal occupation is as Chairman of the Board of Directors and Chief Executive Officer of IVAX Corporation, a Florida corporation, which through its subsidiaries is engaged primarily in the research, development, manufacturing, marketing and distribution of health care products. Dr. Frost’s principal business address is 4400 Biscayne Boulevard, Miami, Florida 33137.

     The Gamma Trust and the Nevada Trust are trusts organized under the laws of the State of Florida. The trusts’ principal business address is 4400 Biscayne Boulevard, Miami, Florida 33137

     To the best knowledge of each of the Reporting Persons, neither such Reporting Person has been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors), or was a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was subject to a judgment, decree or final order enjoining future violations of, or prohibiting activity subject to, federal or state securities laws or finding any violation with respect to such laws during last five years. Dr. Frost is a citizen of the United States.

Item 5. Interest in Securities of the Issuer.

     Item 5 is amended in its entirety and restated as follows:

                 
    Amount of Shares   Percentage
Name   Beneficially Owned   Class*
 
 
Phillip Frost, M.D.
     22,019,450       50.76 %
 
                
Frost Gamma Investments Trust
     20,922,288 **     49.37 %
 
                
Frost-Nevada Investments Trust
     797,162 ***     1.85 %

*   Based on 42,379,001 Shares outstanding on March 31, 2003, as confirmed by Issuer, of which includes 1,500,000 shares reported in this Form 13D amendment, assumes conversion of the $ 797,162 convertible promissory note held by the Nevada Trust convertible into 797,162 shares and assumes the conversion by Dr. Frost of stock options to purchase 200,000 Shares exercisable in the next sixty days.
 
**   These Shares, previously held by Dr. Frost and the Partnership, are now held by the Gamma Trust, of which Dr. Frost is the trustee and Frost Gamma Limited Partnership is the sole and exclusive beneficiary.
 
***   These Shares, previously held by Dr. Frost and the Partnership, are now held by the Nevada Trust, of which Dr. Frost is the sole trustee and the Partnership is the sole and exclusive beneficiary.

5

 

     None of the Reporting Persons has engaged in any transaction involving Shares of the Issuer during the past sixty (60) days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     Item 6 is amended and supplemented as follows:

     On March 31, 2002, the Issuer issued 1,500,000 shares of Common Stock to Dr. Frost as consideration for his personal guarantee of the Issuer’s $3,000,000 credit facility.

     Except as described herein, none of the Reporting Persons is a party to any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

     
1.   Joint Filing Agreement.

6

 

SIGNATURES

     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

     
    /s/ Phillip Frost, M.D.
   
Date: April 22, 2003   Phillip Frost, M.D.
     
    FROST-NEVADA INVESTMENTS
TRUST
     
    /s/ Phillip Frost, M.D.
   
Date: April 22, 2003   Phillip Frost, M.D.
Trustee
     
    FROST GAMMA INVESTMENTS
TRUST
     
    /s/ Phillip Frost, M.D.
   
Date: April 22, 2003   Phillip Frost, M.D.
Trustee

7 EX-1 3 g82250exv1.htm JOINT FILING AGREEMENT Joint Filing Agreement

 

EXHIBIT 1

     The undersigned hereby agree that this Amendment to the Schedule 13D filed by us with respect to the Common Stock of Continucare Corporation is filed on behalf of each of us.

     
    /s/ Phillip Frost, M.D.
   
Date: April 22, 2003   Phillip Frost, M.D.
     
    FROST-NEVADA INVESTMENTS
TRUST
     
    /s/ Phillip Frost, M.D.
   
Date: April 22, 2003   Phillip Frost, M.D.
Trustee
     
    FROST GAMMA INVESTMENTS
TRUST
     
    /s/ Phillip Frost, M.D.
   
Date: April 22, 2003   Phillip Frost, M.D.
Trustee

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