SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)*
CONTINUCARE CORPORATION
-----------------------
(Name of Issuer)
Common Stock, Par Value $0.0001 Per Share
-----------------------------------------
(Title of Class of Securities)
212172100
----------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 1, 2000
------------------------------
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 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).
Continued on following page(s)
Page 1 of 20 Pages
Exhibit Index: Page 15
<PAGE>
SCHEDULE 13D
CUSIP No. 212172100 Page 2 of 20 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
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*
Not Applicable
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
0
Number of
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)
6.77%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 212172100 Page 3 of 20 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
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*
Not Applicable
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
0
Number of
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)
6.77% 14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 212172100 Page 4 of 20 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group*
c. [ ]
d. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
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
2,250,000
Number of
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)
6.77%
14 Type of Reporting Person*
OO; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 212172100 Page 5 of 20 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group*
c. [ ]
d. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
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
2,250,000
Number of
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)
6.77% 14 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 212172100 Page 6 of 20 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
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*
Not Applicable
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
2,250,000
Number of
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)
6.77%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 212172100 Page 7 of 20 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
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*
Not Applicable
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
2,250,000
Number of
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)
6.77%
14 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 212172100 Page 8 of 20 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
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*
Not Applicable
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
2,250,000
Number of
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)
6.77%
14 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 212172100 Page 9 of 20 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
STANLEY F. DRUCKENMILLER
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not Applicable
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
0
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 20 Pages
This Amendment No. 1 to Schedule 13D relates to shares of Common
Stock, $0.0001 par value per share (the "Shares"), of ContinuCare Corporation, a
Florida corporation (the "Issuer"). This Amendment No. 1 supplementally amends
the initial statement on Schedule 13D, dated December 16, 1997 (the "Initial
Statement"), filed by the Reporting Persons. This Amendment No. 1 is being filed
by the Reporting Persons to report that, as of July 1, 2000, Mr. Druckenmiller
ceased to be the Lead Portfolio Manager of, and is no longer employed by, SFM
LLC, and accordingly no longer may be deemed the beneficial owner of the
securities reported herein. Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Initial Statement. The Initial
Statement is supplementally amended as follows.
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. ("SIPL");
ii) Quasar Strategic Partners LDC ("QSP");
iii) Quantum Industrial Partners LDC ("QIP");
iv) QIH Management Investor, L.P. ("QIHMI");
v) QIH Management, Inc. ("QIH Management");
vi) Soros Fund Management LLC ("SFM LLC");
vii) Mr. George Soros ("Mr. Soros"); and
viii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller").
This Statement relates to the Shares held for the account of
SIPL.
The Reporting Persons
On July 1, 2000, Mr. Druckenmiller ceased to be the Lead Portfolio
Manager of, and is no longer employed by, SFM LLC. Mr. Druckenmiller no longer
may be deemed to have investment discretion over the securities held for the
account of SIPL. As a result, Mr. Druckenmiller no longer may be deemed the
beneficial owner of securities held for the account of SIPL, and, as of July 1,
2000, is no longer a Reporting Person.
Effective as of July 1, 2000, as a result of a reorganization of SFM
LLC, the Management Committee has been eliminated and there are no longer any
Managing Directors. The business of SFM LLC is managed by Mr. Soros, in his
capacity as Chairman and President.
<PAGE>
Page 11 of 20 Pages
Set forth in Annex A hereto, and incorporated herein by reference, is
updated information concerning the identity and background of the current
directors and officers of QIH Management.
Item 5. Interest in Securities of the Issuer.
(a) Each of SIPL, QSP, QIP, QIHMI, QIH Management, SFM LLC and
Mr. Soros may be deemed the beneficial owner of the 2,250,000 Shares held for
the account of SIPL (approximately 6.77% of the total number of Shares
outstanding).
(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 partner of QIHMI), SFM LLC (by virtue of the QIHMI
Contract) and Mr. Soros (as a result of his position as Chairman and President
of SFM LLC) may be deemed to have shared power, to direct the voting and
disposition of the 2,250,000 Shares held for the account of SIPL.
(c) There have been no transactions effected with respect to the
Shares since May 6, 2000 (60 days prior to the date hereof) by any of the
Reporting Persons.
(d) (i) Pursuant to a combination of Quasar International Fund
N.V. ("Quasar Fund") with and into Quantum Industrial Holdings Ltd. ("QIH"),
effective February 1, 1999, portfolio investments previously held indirectly by
Quasar Fund (including the Shares held for the account of Quasar International
Partners C.V. ("Quasar Partners")) were transferred to, and are held indirectly
by, QIH. SFM LLC serves as principal investment manager to both Quasar Partners
and QIH, and remains the principal investment manager of such portfolio
investments.
(ii) The shareholders of QIP, including Quantum Industrial
Holdings, Ltd., a British Virgin Islands international business company, and the
shareholders of QSP have the right to participate in the receipt of dividends
from, or proceeds from the sale of, the securities held for the account of SIPL
in accordance with their ownership interests in QIP and QSP.
(e) As of July 1, 2000, Mr. Druckenmiller ceased to be the
beneficial owner of more than five percent of the Shares.
Item 7. Material to be Filed as Exhibits.
The Exhibit Index is incorporated herein by reference.
<PAGE>
Page 12 of 20 Pages
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: July 5, 2000
STRATEGIC INVESTMENT PARTNERS LTD.
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
QUASAR STRATEGIC PARTNERS LDC
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ RICHARD D. HOLAHAN, JR.
-------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ RICHARD D. HOLAHAN, JR.
------------------------------
Richard D. Holahan, Jr.
Secretary
QIH MANAGEMENT, INC.
By: /S/ RICHARD D. HOLAHAN, JR.
------------------------------
Richard D. Holahan, Jr.
Secretary
<PAGE>
Page 13 of 20 Pages
SOROS FUND MANAGEMENT LLC
By: /S/ RICHARD D. HOLAHAN, JR.
------------------------------
Richard D. Holahan, Jr.
Assistant General Counsel
GEORGE SOROS
By: /S/ RICHARD D. HOLAHAN, JR.
------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ RICHARD D. HOLAHAN, JR.
------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
<PAGE>
<TABLE>
<CAPTION>
Page 13 of 20 Pages
ANNEX A
Directors and Officers of QIH Management, Inc.
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
<S> <C> <C>
Frank V. Sica Managing Partner of Soros Private Equity 888 Seventh Avenue
Director and President Partners LLC 28th Floor
(United States) New York, NY 10106
Michael C. Neus Deputy General Counsel of SFM LLC and 888 Seventh Avenue
Director and Vice President General Counsel of Soros Private Funds 33rd Floor
(United States) Management LLC New York, NY 10106
Eve Mongiardo Chief Financial Officer of 888 Seventh Avenue
Director and Treasurer Soros Private Funds Management LLC 28th Floor
(United States) New York, NY 10106
Richard D. Holahan, Jr. Assistant General Counsel of 888 Seventh Avenue
Secretary SFM LLC 33rd Floor
(United States) New York, NY 10106
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Shares.
(b) None of the above persons has any contracts, arrangements, understandings or relationships with
respect to the Shares.
</TABLE>
<PAGE>
Page 15 of 20 Pages
EXHIBIT INDEX
Page No.
-------
H. Power of Attorney, dated as of June 30, 2000, granted by
Strategic Investment 16 Partners Ltd. in favor of Mr.
Michael C. Neus and Mr. Richard D. Holahan, Jr............ 16
I. Power of Attorney, dated as of June 30, 2000, granted by
Quasar Strategic Partners LDC in favor of Mr. Michael C.
Neus and Mr. D. Holahan, Jr................................. 17
J. Power of Attorney, dated as of January 27, 2000, granted by
Mr. George Soros in favor of Mr. Michael C. Neus and Mr.
Richard D. Holahan, Jr...................................... 18
K. Power of Attorney, dated as of January 27, 2000, granted by
Mr. Stanley F. Druckenmiller in favor of Mr. Michael C. Neus
and Mr. Richard D. Holahan, Jr. ............................ 19
L. Power of Attorney, dated as of January 24, 2000, granted by
Quantum Industrial Partners LDC in favor of Mr. Michael C.
Neus and Mr. Richard D. Holahan, Jr......................... 20
