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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. 2)
Continucare Corporation
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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)
Irving Berliner, Benesch, Friedlander, Coplan & Aronoff LLP, 2300 BP Tower,
Cleveland, Ohio 44114, (216) 363-4500
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(Name, address and telephone number of person authorized to receive
notices and communications)
April 21, 1999
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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 [ ].
(Continued on following pages)
(Page 1 of 7 Pages)
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CUSIP No. 989004-403 13D Page 2 of 7 Pages
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(1) NAME OF REPORTING PERSONS: Sailfish Investments LLC
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: 22-3459888
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(2) CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP: (b) [ ]
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(3) SEC USE ONLY:
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(4) SOURCE OF FUNDS: AF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e): [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION: New Jersey
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(7) SOLE VOTING POWER: 614,200
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NUMBER OF
SHARES (8) SHARED VOTING POWER: none
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH
REPORTING (9) SOLE DISPOSITIVE POWER: 614,200
PERSON WITH
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(10) SHARED DISPOSITIVE POWER: none
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 614,200
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES: [ ]
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(13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 4.2%
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(14) TYPE OF REPORTING PERSON: OO
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Item 1. Security and Issuer.
This Amendment No. 2 to Schedule 13D relates to the common stock,
par value $.0001 per share (the "Common Stock"), of Continucare Corporation, a
Florida corporation (the "Issuer") and amends the Schedule 13D which was
originally filed on September 16, 1996. The address of the Issuer's principal
executive office is 100 Southeast Second Street, 36th Floor, Miami, Florida
33131.
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Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented as follows:
(a) Items 7 through 11 and 13 of the cover page of this Amendment
No. 2 to Schedule 13D which relate to the ownership of Common Stock by Sailfish
Investments are hereby incorporated by reference in this response.
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As of April 27, 1999, Sailfish Investments directly owned 614,200
shares of Common Stock, constituting approximately 4.2% of the outstanding
shares of Common Stock, based upon 14,606,283 shares of Common Stock
outstanding as of February 1, 1999 as reported in the Issuer's Quarterly
Report on Form 10-Q.
As a result of Mr. Goldberg's 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 Amendment No. 2
to 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 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) Information with respect to all transactions which were
effected since the most recent filing on Schedule 13D (March 26, 1999) by
Sailfish Investments is set forth on Schedule I annexed hereto and incorporated
herein by reference. Each sale was made by open market sales in brokers
transactions on the American Stock Exchange.
(d) Not applicable.
(e) The date on which Sailfish Investments ceased to be the
beneficial owner of more than five percent of the class of securities was
April 9, 1999
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May 4, 1999
SAILFISH INVESTMENTS LLC
By: /s/ Arthur M. Goldberg
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Arthur M. Goldberg, Manager
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SCHEDULE I
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED SINCE MARCH 26, 1999 (1)
<TABLE>
<CAPTION>
AVERAGE
DATE SHARES SOLD PRICE (2)
<S> <C> <C> <C>
Sailfish Investments 04/27/99 3,500 $0.50000
04/26/99 3,600 $0.50000
04/21/99 10,000 $0.50000
04/20/99 20,000 $0.50000
04/16/99 43,000 $0.50000
04/09/99 300 $0.62500
04/09/99 25,000 $0.50000
04/09/99 9,700 $0.56250
04/09/99 10,000 $0.62500
04/09/99 10,000 $0.56250
04/09/99 15,000 $0.50000
03/30/99 4,700 $0.50000
</TABLE>
(1) ALL TRANSACTIONS WERE EFFECTED ON THE AMERICAN STOCK EXCHANGE.
(2) PRICE EXCLUDES COMMISSION.
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