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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-43231
CONTINUCARE CORPORATION
SUPPLEMENT NO. 1
DATED FEBRUARY 11, 1998
TO
PROSPECTUS
DATED JANUARY 8, 1998
This Supplement is part of and should be read in conjunction with the
Prospectus of Continucare Corporation, a Florida corporation, dated January 8,
1998. Capitalized terms used but not defined in this Supplement have the
meanings given to them in the Prospectus. The information presented herein
either supersedes or adds to similar information included in the Prospectus.
The information contained under the caption "Selling Shareholders" is
hereby supplemented to include the following information:
Set forth below are the names of each Selling Shareholder, the
principal amount of Notes that may be offered and sold by such Selling
Shareholder pursuant to this Prospectus and (if one percent or more) the
percentage of such Notes owned as of January 30, 1998, the number of Shares that
may be offered and sold by such Selling Shareholder pursuant to this Prospectus
and (if one percent or more) the percentage of Common Stock represented by the
Shares owned by each Selling Shareholder after conversion of the Notes.
Any or all of the Notes or Shares of Common Stock listed below may be
offered for sale pursuant to this Prospectus by the Selling Shareholders from
time to time. Accordingly, no estimate can be given as to the amount of the
Notes or Shares that will be held by the Selling Shareholders upon consummation
of any such sales. In addition, the Selling Shareholders identified below may
have sold, transferred or otherwise disposed of all or a portion of their Notes
since the date on which the information regarding their Notes was provided, in
transactions exempt from the registration requirements of the Securities Act.
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<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF COMMON
PERCENTAGE SHARES INTO STOCK
PRINCIPAL OF WHICH THE AFTER
AMOUNT OF NOTES NOTES ARE CONVERSION
NAME NOTES OUTSTANDING CONVERTIBLE(1) OF THE NOTES(2)
---- ----- ----------- -------------- ---------------
<S> <C> <C> <C> <C>
American Express Trust Company 4,000,000 8.70 551,724 3.86
Bank of New York 24,040,000 52.26 3,315,862 19.45
Bankers Trust Company 4,000,000 8.70 551,724 3.86
Mercantile Safe Deposit & Trust 8,335,000 18.12 1,149,655 7.73
SSB-Custodian 4,125,000 8.97 568,966 3.98
Carret and Company, Inc. 1,500,000 3.26 206,897 1.48
</TABLE>
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(1) Assumes conversion of the full amount of Notes held by such Selling
Shareholder at the initial conversion price of $7.25 per share; such
conversion price is subject to adjustment as described under
"Description of Notes--Conversion Rights." Accordingly, the number of
Shares issuable upon conversion of the Notes may increase or decrease
from time to time. Fractional shares will not be issued upon conversion
of the Notes; cash will be paid in lieu of fractional shares, if any.
(2) The percentage of Common Stock after conversion of the Notes represents
the percentage of the Common Stock each Selling Shareholder will have
after treating as outstanding the number of Shares of Common Stock
shown as being issuable upon the assumed conversion by the named
Selling Shareholder of the full amount of such holder's Notes but not
assuming the conversion of the Notes of any other Selling Shareholder.
These percentages are based on 13,731,283 shares of Common Stock that
were issued and outstanding as of January 30, 1998 before taking into
account any of the assumed conversions.
The date of this Prospectus Supplement is February 11, 1998.
