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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. ____)
Zanart Entertainment Incorporated
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(Name of Issuer)
Common Stock, $.0001 par value 989004-403
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(Title of class of securities) (CUSIP number)
Dennis J. Block, Weil, Gotshal & Manges, LLP, 767 Fifth Avenue, New York,
New York 10153, (212) 310-8000
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(Name, address and telephone number of person authorized to receive
notices and communications)
September 11, 1996
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(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 [_].
Check the following box if a fee is being paid with the statement [x].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
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CUSIP No. 989004-403 13D
1 NAME OF REPORTING PERSON: Sailfish Investments LLC
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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 ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF New Jersey
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 925,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: none
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 925,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE none
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 925,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.26%
14 TYPE OF REPORTING PERSON: OO
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Item 1. Security and Issuer.
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This statement on Schedule 13D relates to the common stock,
par value $.0001 per share (the "Common Stock"), of Zanart
Entertainment Incorporated, a Florida corporation (the "Issuer"). The
address of the Issuer's principal executive office is 3333 West
Commercial Blvd., Ft. Lauderdale, Florida 33309.
Item 2. Identity and Background.
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The person filing this statement on Schedule 13D is Sailfish
Investments LLC, a New Jersey limited liability company ("Sailfish
Investments"). Sailfish Investments' principal business is acquiring,
owning and investing in securities, including shares of the Common
Stock of the Issuer. The business address of Sailfish Investments is
380 Middlesex Avenue, Carteret, New Jersey 07008. The members of
Sailfish Investments are Arthur M. Goldberg and the Arthur M. Goldberg
Lifetime Trust and the principal manager of Sailfish Investments is
Arthur M. Goldberg. Mr. Goldberg is a director of the Issuer.
Mr. Goldberg's business address is 380 Middlesex Avenue,
Carteret, New Jersey 07008. Mr. Goldberg's present principal
employment is as the Chairman of the Board of Directors, President and
Chief Executive Officer of the Bally Entertainment Company, a Delaware
corporation and holding company of various operating subsidiaries
involved in the operation of casino resorts, with principal offices
located at 8700 West Bryn Mawr Avenue, Chicago, Illinois 60631. Mr.
Goldberg is a citizen of the United States. The Arthur M. Goldberg
Lifetime Trust (the "Trust") was organized in the State of New Jersey
and its
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business address is 380 Middlesex Avenue, Carteret, New Jersey 07008.
During the past five years, none of Sailfish Investments,
Mr. Goldberg or the Trust have (a) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or
(b) been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was
or is 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 a finding of any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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Sailfish Investments acquired the 925,000 shares of Common
Stock which it directly owns as a result of the merger ("Merger") of
Zanart Subsidiary, Inc., a Florida corporation and wholly-owned
subsidiary of the Issuer, with and into Continuecare Corporation, a
Florida corporation ("Continuecare"), pursuant to an Agreement and
Plan of Merger, dated August 9, 1996, between Issuer and Continuecare
(the "Merger Agreement"). The Merger became effective on September
11, 1996, as a result of which the 925,000 shares of common stock of
Continuecare owned by Sailfish Investments were converted into 925,000
shares of Common Stock of the Issuer. The Issuer changed its name to
Continuecare
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Corporation upon the effectiveness of the Merger. Mr. Goldberg became
a director of the Issuer upon the effectiveness of the Merger.
Sailfish Investments acquired from Continuecare the 925,000
shares of common stock of Continuecare which it directly owned prior
to the Merger for a total consideration of $1,850,000, with the
proceeds of capital contribution from its members.
Item 4. Purpose of Transaction.
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The response to Item 3 of this Schedule 13D, insofar as it
relates to the Merger Agreement, is hereby incorporated by reference
in this response. Sailfish Investments acquired the shares of Common
Stock which it owns for investment purposes only. Sailfish
Investments reserves the right to purchase additional shares of Common
Stock from time to time in the open market, in privately negotiated
transactions with third parties or otherwise, subject to and depending
upon availability at prices it deems favorable. Sailfish Investments
additionally reserves the right to dispose of the Common Stock it owns
in the open market, in privately negotiated transactions with third
parties or otherwise, depending upon market conditions prevailing at
the time and other factors then deemed relevant. Except as set forth
above, Sailfish Investments has no present plans or intentions which
would result in or relate to any of the
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transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
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(a) Items 7 through 11 and 13 of the cover page of this
Schedule 13D which relate to the ownership of Common Stock by Sailfish
Investments are hereby incorporated by reference in this response.
The response to Item 3 of this Schedule 13D, insofar as it relates to
the Merger Agreement, is also incorporated by reference in this
response.
As of September 11, 1996, Sailfish Investments directly
owned 925,000 shares of Common Stock, constituting approximately 8.26%
of the outstanding shares of Common Stock based upon 11,202,983 shares
of Common Stock outstanding as of September 11, 1996.
As a result of Mr. Goldberg being a controlling member and
principal manager of Sailfish Investments, Mr. Goldberg may be deemed
the beneficial owner (as defined in Rule 13d-3 promulgated by the
Commission under the Securities Exchange Act of 1934, as amended) of
all the shares of Common Stock directly owned by Sailfish Investments.
(b) Items 7 through 10 of the cover page of this Schedule
13D which relate to Sailfish Investments' voting and dispositive power
with respect to the shares of the Common Stock which it beneficially
owns are hereby incorporated by reference
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in this response. Mr. Goldberg, as a controlling member and principal
manager of Sailfish Investments, has the power to direct the voting
and disposition of shares of Common Stock owned by Sailfish
Investments. The Trust does not have any power to direct the voting
or disposition of such shares of Common Stock.
(c) The response to Item 3 of this Schedule 13D, insofar as
it relates to the Merger Agreement, is incorporated by reference in
this response. None of Sailfish Investments, Mr. Goldberg or the
Trust has effected any other transaction in the Common Stock during
the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
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The response to Item 3 of this Schedule 13D, insofar as it
relates to the Merger Agreement, is hereby incorporated by reference
in this response.
Sailfish Investments is a party to a Registration Rights
Agreement pursuant to which the Issuer has agreed to file and use its
best efforts to cause to become effective under the Securities Act of
1933 as amended, a shelf registration statement on Form S-3, with
respect to the sale of shares of Common Stock owned by the
stockholders parties thereto, including the shares of Common Stock
owned by Sailfish Investments, and to maintain such registration
statement effective for a period of two years.
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Except for the information set forth in this Schedule 13D,
none of Sailfish Investments, Mr. Goldberg or the Trust is a party to
any contract, arrangement, understanding or relationship with respect
to securities of the Issuer.
Item 7. Materials to Be Filed as Exhibits
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None
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: September 20, 1996
SAILFISH INVESTMENTS LLC
By: /s/ Arthur M. Goldberg
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Arthur M. Goldberg, Manager
NYFS05...:\40\18840\0006\165\FRM9126R.520
