Continucare Corporation

0000950144-07-010126.txt : 20071108 0000950144-07-010126.hdr.sgml : 20071108 20071108161555 ACCESSION NUMBER: 0000950144-07-010126 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071108 DATE AS OF CHANGE: 20071108 GROUP MEMBERS: FROST GAMMA INVESTMENTS TRUST #46-0464745 GROUP MEMBERS: FROST NEVADA INVESTMENTS TRUST #59-2749083 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: 005-46829 FILM NUMBER: 071226000 BUSINESS ADDRESS: STREET 1: 7200 CORPORATE CENTER DRIVE STREET 2: SUITE 600 CITY: MIAMI STATE: FL ZIP: 33126 BUSINESS PHONE: 3055002000 MAIL ADDRESS: STREET 1: 7200 CORPORATE CENTER DRIVE STREET 2: SUITE 600 CITY: MIAMI STATE: FL ZIP: 33126 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: FROST PHILLIP MD ET AL CENTRAL INDEX KEY: 0000898860 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 3055756001 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BLVD CITY: MIAMI STATE: FL ZIP: 33137-3227 SC 13D/A 1 g10458sc13dza.htm CONTINUCARE CORPORATION Continucare Corporation


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 12 )*

CONTINUCARE CORPORATION

(Name of Issuer)

COMMON STOCK, PAR VALUE $.0001 PER SHARE

(Title of Class of Securities)

212172100

(CUSIP Number)

Phillip Frost, M.D.
4400 Biscayne Boulevard
Miami, Florida 33137
(305) 575-6512

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

October 31, 2007

(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 that is the subject of this 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

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 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).


CUSIP No.		212172100		Page		2		of		6


1	NAMES OF REPORTING PERSONS Phillip Frost, M.D.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	N/A

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

		7	SOLE VOTING POWER

NUMBER OF			465,000

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			25,129,801

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			465,000

WITH		10	SHARED DISPOSITIVE POWER

			25,129,801

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	25,594,801

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)

	36.6%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		212172100		Page		3		of		6


1	NAMES OF REPORTING PERSONS FROST GAMMA INVESTMENTS TRUST #46-0464745


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

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

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			24,310,488

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			24,310,488

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	24,310,488

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)

	34.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		212172100		Page		4		of		6


1	NAMES OF REPORTING PERSONS FROST NEVADA INVESTMENTS TRUST #59-2749083


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	N/A

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

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			819,313

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			819,313

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	819,313

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)

	1.2%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		212172100		Page		5		of		6

Item 1. Security and Issuer

This Amendment No. 12 to the original Schedule 13D previously filed by Phillip Frost, M.D., Frost Gamma Investments Trust (the “Gamma Trust”) and Frost Nevada Investments Trust (the “Nevada Trust”) (collectively, referred to as the “Reporting Persons”), with respect to ownership of the Common Stock, par value $0.0001 per share, of Continucare Corporation, a Florida corporation (“Issuer”). The principal executive offices of the Issuer are located at 7200 Corporate Center Drive, Suite 600, Miami, Florida 33126.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is amended and supplemented as follows:

On October 31, 2007, the Gamma Trust acquired an aggregate of 1,200,000 shares of Common Stock of the Issuer in two private transactions involving 600,000 shares each. The aggregate purchase price of the 1,200,000 shares of Common Stock reported in this Amendment No. 12 was $2,400,000, or $2.00 per share. The source of funds used by the Gamma Trust in making these purchases was working capital.

Item 5. Interest in Securities of the Issuer

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


Name	Amount of Shares Beneficially Owned			Percentage Class (1)
Phillip Frost, M.D.		25,594,801			36.6	%(1)
Frost Gamma Investments Trust		24,310,488	(2)		34.8	%
Frost Nevada Investments Trust		819,313	(3)		1.2	%


(1)		Based on 69,935,586 shares of the Issuer’s Common Stock outstanding as of October 31, 2007, as reported in the Issuer’s Quarterly Report on Form 10-Q for the three months ended September 30, 2007, and assumes the conversion by Dr. Frost of 65,000 stock options to purchase shares of the Issuer’s Common Stock currently exercisable or which may become exercisable in the next sixty days.

(2)		These securities are held by the Gamma Trust, of which Dr. Frost is the trustee and Frost Gamma Limited Partnership is the sole and exclusive beneficiary. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. 1,200,000 of these securities were acquired on October 31, 2007 in two private transactions from third parties for an aggregate purchase price of $2,400,000 in cash, or $2.00 per share.

(3)		These securities are held by the Nevada Trust, of which Dr. Frost is the trustee and Frost-Nevada Limited Partnership is the sole and exclusive beneficiary. Dr. Frost is one of five limited partners of Frost-Nevada Limited Partnership and the sole shareholder of Frost-Nevada Corporation, the sole general partner of Frost-Nevada Limited Partnership.

Except as described herein or in the Original Schedule 13D, none of the Reporting Persons has engaged in any transaction involving any of the securities of the Issuer during the past sixty days.

Item 7. Material to be Filed as Exhibits

1. Joint Filing Agreement


CUSIP No.		212172100		Page		6		of		6

SIGNATURE

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.



	/s/ PHILLIP FROST, M.D.
	PHILLIP FROST, M.D.


	FROST NEVADA INVESTMENTS TRUST
	/s/ PHILLIP FROST, M.D.
	PHILLIP FROST, M.D.
	Trustee


	FROST GAMMA INVESTMENTS TRUST
	/s/ PHILLIP FROST, M.D.
	PHILLIP FROST, M.D.
	Trustee

Dated: November 8, 2007

EX-99.1 2 g10458exv99w1.htm EX-99.1 JOINT FILING AGREEMENT EX-99.1 Joint Filing Agreement

JOINT FILER INFORMATION


NAME:		Frost Gamma Investments Trust
ADDRESS:		4400 Biscayne Blvd
		Miami, FL 33137

Designated Filer:		Phillip Frost, M.D.

Issuer and Ticker Symbol:		Continucare Corporation (CNU)

Date of Event Requiring Statement:		October 31, 2007


FROST GAMMA INVESTMENTS TRUST
	By:	/s/ Phillip Frost, M.D.
		Phillip Frost, M.D., Trustee