-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VutjpVmyjDmd4RVFNn008ggi+2C/cYeVzO56o8AJEhBcnIc+CHE2YU0dmAoxx3FT 2GsMLUOHTuXSf0q0kK57lg== 0000921530-02-000160.txt : 20020414 0000921530-02-000160.hdr.sgml : 20020414 ACCESSION NUMBER: 0000921530-02-000160 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20020214 GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: QUASAR INTERNATIONAL PARTNERS C.V. GROUP MEMBERS: STRATEGIC INVESTMENT PARTNERS LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTENE CORP CENTRAL INDEX KEY: 0001071739 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 041406317 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-62421 FILM NUMBER: 02548370 BUSINESS ADDRESS: STREET 1: 7711 CARONDELET AVE CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3147254477 MAIL ADDRESS: STREET 1: 7711 CARONDELET AVE STREET 2: SUITE 800 CITY: ST LOUIS STATE: MO ZIP: 63105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 centene_13g-123101.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* CENTENE CORPORATION ------------------- (Name of Issuer) Common Stock, Par Value $0.001 Per Share ---------------------------------------- (Title of Class of Securities) 15135B101 --------- (CUSIP Number) December 31, 2001 ---------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [_] Rule 13d-1(c) [X] Rule 13d-1(d) *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 the 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 ("Act") 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 pages Page 1 of 20 Pages Exhibit Index: Page 14 SCHEDULE 13G CUSIP No. 15135B101 Page 2 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) STRATEGIC INVESTMENT PARTNERS LTD. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 2,000,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,000,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 19.86% 12 Type of Reporting Person (See Instructions) CO SCHEDULE 13G CUSIP No. 15135B101 Page 3 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) QUASAR INTERNATIONAL PARTNERS C.V. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization NETHERLANDS ANTILLES 5 Sole Voting Power Number of 2,000,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,000,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 19.86% 12 Type of Reporting Person (See Instructions) OO SCHEDULE 13G CUSIP No. 15135B101 Page 4 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) QUANTUM INDUSTRIAL PARTNERS LDC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 2,000,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,000,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 19.86% 12 Type of Reporting Person (See Instructions) OO; IV SCHEDULE 13G CUSIP No. 15135B101 Page 5 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) QIH MANAGEMENT INVESTOR, L.P. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 2,000,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,000,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 19.86% 12 Type of Reporting Person (See Instructions) PN; IA SCHEDULE 13G CUSIP No. 15135B101 Page 6 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) QIH MANAGEMENT, INC. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 2,000,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,000,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 19.86% 12 Type of Reporting Person (See Instructions) CO SCHEDULE 13G CUSIP No. 15135B101 Page 7 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SOROS FUND MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 2,000,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,000,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 19.86% 12 Type of Reporting Person (See Instructions) OO; IA SCHEDULE 13G CUSIP No. 15135B101 Page 8 of 20 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) GEORGE SOROS (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 2,000,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,000,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 19.86% 12 Type of Reporting Person (See Instructions) IA Page 9 of 20 Pages Item 1(a) Name of Issuer: Centene Corporation (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 7711 Carondelet Avenue, Suite 800, St. Louis, MO 63105 Item 2(a) Name of Person Filing: The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Strategic Investment Partners Ltd. ("SIPL"); ii) Quasar International Partners LDC ("Quasar"); 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"); and vii) Mr. George Soros ("Mr. Soros"). This Statement relates to Shares (as defined herein) held for the account of SIPL. Quasar is the majority shareholder of SIPL. QIP is the majority owner of Quasar. QIHMI, an investment advisory firm, is vested with investment discretion over the Shares held for the account of QIP. Mr. Soros is the sole shareholder of QIH Management, which is the sole general partner of QIHMI. Mr. Soros has entered into an agreement pursuant to which he has agreed to use his best efforts to cause QIH Management, as the general partner of QIHMI, to act at the direction of SFM LLC. Mr. Soros is the Chairman of SFM LLC. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of SIPL, Quasar and QIP is Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. The principal business office of each of QIHMI, QIH Management, SFM LLC and Mr. Soros is 888 Seventh Avenue, 33rd Floor, New York, NY 10106. Item 2(c) Citizenship: 1) SIPL is a Cayman Islands corporation; 2) Quasar is a Netherlands Antilles partnership; 3) QIP is a Cayman Islands exempted limited duration company; 4) QIHMI is a Delaware limited partnership; Page 10 of 20 Pages 5) QIH Management is a Delaware corporation; 6) SFM LLC is a Delaware limited liability company; and 7) Mr. Soros is a United States citizen. Item 2(d) Title of Class of Securities: Common Stock, par value $0.001 per share (the "Shares"). Item 2(e) CUSIP Number: 15135B101 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of December 31, 2001, each of SIPL, Quasar, QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros may be deemed the beneficial owner of the 2,000,000 Shares held for the account of SIPL. Item 4(b) Percent of Class: The number of Shares of which each of SIPL, Quasar, QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros may be deemed to be the beneficial owner constitutes approximately 19.86% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: SIPL, Quasar, QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros - --------------------------------------------------------------- (i) Sole power to vote or to direct the vote: 2,000,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,000,000 (iv) Shared power to dispose or to direct the disposition of: 0 Page 11 of 20 Pages Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: Quasar and QIP, as the shareholders of SIPL, 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 respective ownership interests in SIPL. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: This Item 10 is not applicable. 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: February 14, 2002 STRATEGIC INVESTMENT PARTNERS LTD. By: /s/ Richard D. Holahan, Jr. -------------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Date: February 14, 2002 QUASAR INTERNATIONAL PARTNERS C.V. By: /s/ Richard D. Holahan, Jr. -------------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Date: February 14, 2002 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Richard D. Holahan, Jr. -------------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Date: February 14, 2002 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /s/ Richard D. Holahan, Jr. -------------------------------- Richard D. Holahan, Jr. Vice President Page 13 of 20 Pages Date: February 14, 2002 QIH MANAGEMENT, INC. By: /s/ Richard D. Holahan, Jr. -------------------------------- Richard D. Holahan, Jr. Vice President Date: February 14, 2002 SOROS FUND MANAGEMENT LLC By: /s/ Richard D. Holahan, Jr. -------------------------------- Richard D. Holahan, Jr. Assistant General Counsel Date: February 14, 2002 GEORGE SOROS By: /s/ Richard D. Holahan, Jr. -------------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Page 14 of 20 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement, dated as of February 14, 2002, by and among Strategic Investment Partners Limited, Quasar International Partners C.V., Quantum Industrial Partners LDC, QIH Management Investor, L.P., QIH Management, Inc., Soros Fund Management LLC and Mr. George Soros............. 15 B. Power of Attorney, dated as of February 13, 2002, granted by Strategic Investment Partners Limited in favor of Mr. Armando T. Belly, Ms. Jodye Anzalotta, Ms. Maryann Canfield, Mr. Sean Cullinan, Mr. Richard D. Holahan, Jr. and Robert Soros.................................. 17 C. Power of Attorney, dated as of February 13, 2002, granted by Quasar International Partners C.V. in favor of Mr. Armando T. Belly, Ms. Jodye Anzalotta, Ms. Maryann Canfield, Mr. Sean Cullinan, Mr. Richard D. Holahan, Jr. and Robert Soros................................. 18 D. Power of Attorney, dated as of February 13, 2002, granted by Quantum Industrial Partners LDC in favor of Mr. Armando T. Belly, Ms. Jodye Anzalotta, Ms. Maryann Canfield, Mr. Sean Cullinan, Mr. Richard D. Holahan, Jr. and Robert Soros........... 19 E. Power of Attorney, dated as of January 15, 2002, granted by Mr. George Soros in favor of Mr. Armando T. Belly, Ms. Jodye Anzalotta, Ms. Maryann Canfield, Mr. Sean Cullinan, Mr. Richard D. Holahan, Jr. and Robert Soros.................... 20 EX-99 3 centene_13gexha-123101.txt EXHIBIT A - JOINT FILING AGREEMENT Page 15 of 20 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Centene Corporation, dated as of February 14, 2002, is, and any amendments thereto (including amendments on Schedule 13D) 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(k) under the Securities Exchange Act of 1934. Date: February 14, 2002 STRATEGIC INVESTMENT PARTNERS LTD. By: /s/ Richard D. Holahan, Jr. -------------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Date: February 14, 2002 QUASAR INTERNATIONAL PARTNERS C.V. By: /s/ Richard D. Holahan, Jr. -------------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Date: February 14, 2002 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Richard D. Holahan, Jr. -------------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Date: February 14, 2002 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /s/ Richard D. Holahan, Jr. -------------------------------- Richard D. Holahan, Jr. Vice President Page 16 of 20 Pages Date: February 14, 2002 QIH MANAGEMENT, INC. By: /s/ Richard D. Holahan, Jr. -------------------------------- Richard D. Holahan, Jr. Vice President Date: February 14, 2002 SOROS FUND MANAGEMENT LLC By: /s/ Richard D. Holahan, Jr. -------------------------------- Richard D. Holahan, Jr. Assistant General Counsel Date: February 14, 2002 GEORGE SOROS By: /s/ Richard D. Holahan, Jr. -------------------------------- Richard D. Holahan, Jr. Attorney-in-Fact EX-24 4 centene_13gexhb-123101.txt EXHIBIT B - STRATEGIC INVESTMENT PARTNERS LTD. Page 17 of 20 Pages EXHIBIT B 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: ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, SEAN CULLINAN, RICHARD D. HOLAHAN, JR. AND ROBERT SOROS 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(k), 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 February 13, 2002. STRATEGIC INVESTMENT PARTNERS LTD. /s/ Curacao Corporation Company N.V. ------------------------------------------- Curacao Corporation Company N.V. Managing Director EX-24 5 centene_13gexhc-123101.txt EXHIBIT C - QUASAR INTERNATIONAL PARTNERS C.V. Page 18 of 20 Pages EXHIBIT C QUASAR INTERNATIONAL PARTNERS C.V. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that the undersigned QUASAR INTERNATIONAL PARTNERS C.V. (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: ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, SEAN CULLINAN, RICHARD D. HOLAHAN, JR. AND ROBERT SOROS 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(k), 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 February 13, 2002. QUASAR INTERNATIONAL PARTNERS C.V. /s/ Curacao Corporation Company N.V. ------------------------------------------- Curacao Corporation Company N.V. Managing Director EX-24 6 centene_13gexhd-123101.txt EXHIBIT D - QUANTUM INDUSTRIAL PARTNERS LDC Page 19 of 20 Pages EXHIBIT D 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 the Cayman Islands does, pursuant to a duly adopted resolution of its Managing Director, hereby designate, constitute and appoint: ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, SEAN CULLINAN, RICHARD D. HOLAHAN, JR. AND ROBERT SOROS 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(k), 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 February 13, 2002. QUANTUM INDUSTRIAL PARTNERS LDC /s/ Curacao Corporation Company N.V. ------------------------------------------- Curacao Corporation Company N.V. Managing Director EX-24 7 centene_13gexhe-123101.txt EXHIBIT E - POWER OF ATTORNEY Page 20 of 20 Pages EXHIBIT E POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, SEAN CULLINAN, RICHARD D. HOLAHAN, JR. and ROBERT SOROS, 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 ("SFM LLC") and each of its affiliates or entities advised by me or SFM 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, futures conracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Commodities Exchange Act and the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including 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 and 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 these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed. Execution of this power of attorney revokes that certain Power of Attorney dated as of the 27th day of January 2000 with respect to the same matters addressed above. 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 15th day of January, 2002. /s/ George Soros ----------------------------- GEORGE SOROS -----END PRIVACY-ENHANCED MESSAGE-----