<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
ANNEX A
DIRECTORS AND OFFICERS OF SIPL
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS
NAME/TITLE/CITIZENSHIP OCCUPATION ADDRESS
<S> <C> <C>
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
</TABLE>
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.
<PAGE>
ANNEX B
DIRECTORS AND OFFICERS OF QIP
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS
NAME/TITLE/CITIZENSHIP OCCUPATION ADDRESS
<S> <C> <C>
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
</TABLE>
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.
<PAGE>
<TABLE>
<CAPTION>
ANNEX C
DIRECTORS AND OFFICERS OF QSP
PRINCIPAL BUSINESS
NAME/TITLE/CITIZENSHIP OCCUPATION ADDRESS OR RESIDENCE
<S> <C> <C>
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
</TABLE>
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.
<PAGE>
<TABLE>
<CAPTION>
ANNEX D
DIRECTORS AND OFFICERS OF QIH MANAGEMENT
NAME/TITLE PRINCIPAL
CITIZENSHIP OCCUPATION BUSINESS ADDRESS
<S> <C> <C>
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)
</TABLE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
(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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
