-----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, F6B0IOiGYiA20lRHKjuHQ3Iy8oSBkouTHpvJfg4ovuVCBkJF9+zKFQ0hmZbbta60 TVR91jymAHYI2HBDScMYwQ== 0000950142-04-001081.txt : 20040405 0000950142-04-001081.hdr.sgml : 20040405 20040405170148 ACCESSION NUMBER: 0000950142-04-001081 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040405 GROUP MEMBERS: INSURANCE GENPAR (BERMUDA) MGP, L.P. GROUP MEMBERS: INSURANCE GENPAR (BERMUDA) MGP, LTD. GROUP MEMBERS: INSURANCE GENPAR (BERMUDA), L.P. GROUP MEMBERS: INSURANCE GENPAR MGP, INC. GROUP MEMBERS: INSURANCE GENPAR MGP, L.P. GROUP MEMBERS: INSURANCE GENPAR, L.P. GROUP MEMBERS: INSURANCE PARTNERS OFFSHORE (BERMUDA), L.P. GROUP MEMBERS: INSURANCE PARTNERS, L.P. GROUP MEMBERS: INTERNATIONAL MANAGED CARE (BERMUDA), L.P. GROUP MEMBERS: INTERNATIONAL MANAGED CARE, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CERES GROUP INC CENTRAL INDEX KEY: 0000215403 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 341017531 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36346 FILM NUMBER: 04718176 BUSINESS ADDRESS: STREET 1: 17800 ROYALTON RD CITY: STRONGSVILLE STATE: OH ZIP: 44136 BUSINESS PHONE: 2165722400 MAIL ADDRESS: STREET 1: 17800 ROYALTON RD CITY: STRONGSVILLE STATE: OH ZIP: 44136 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL RESERVE LIFE CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INSURANCE PARTNERS LP CENTRAL INDEX KEY: 0001012376 IRS NUMBER: 133753044 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908500 MAIL ADDRESS: STREET 1: 201 MAIN STREET CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 sc13da4_ceres.txt AMENDMENT NO. 4 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) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Under the Securities Exchange Act of 1934 (Amendment No. 4)* CERES GROUP, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 156772105 (CUSIP Number) INTERNATIONAL MANAGED CARE, LLC c/o INSURANCE PARTNERS, L.P. 201 MAIN STREET FORT WORTH, TEXAS 76102 ATTENTION: CHARLES IRWIN (817)338-8391 (Name, address and telephone number of person authorized to receive notices and communications) APRIL 1, 2004 (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), (f) or (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 ("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) - -------------------------------------------------------------------------------- CUSIP NO. 15677210513D PAGE 2 OF 21 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) International Managed Care, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO - Contributions From Members 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 2,902,535 (1) EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 2,902,535 (1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,902,535 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [_] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.1% 14 TYPE OF REPORTING PERSON OO-Limited Liability Company - -------------------- (1) Includes warrants to acquire an aggregate of 1,422,184 shares of Common Stock. - -------------------------------------------------------------------------------- CUSIP NO. 15677210513D PAGE 3 OF 21 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Insurance Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO - Contributions From Partners 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 2,902,535 (1)(2) EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 2,902,535 (1)(2) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,902,535 (1)(2) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [_] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.1% 14 TYPE OF REPORTING PERSON PN - --------------- (1) Solely in its capacity as sole managing member of International Managed Care, LLC. (2) Includes warrants to acquire an aggregate of 1,422,184 shares of Common Stock. - -------------------------------------------------------------------------------- CUSIP NO. 15677210513D PAGE 4 OF 21 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Insurance GenPar, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO - Contributions From Partners 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 2,915,847 (1)(2) EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 2,915,847 (1)(2) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,915,847 (1)(2) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [_] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.1% 14 TYPE OF REPORTING PERSON PN - --------------- (1) All but 13,312 shares are included solely in its capacity as sole general partner of Insurance Partners, L.P., which is the managing member of International Managed Care, LLC. (2) Includes warrants to acquire an aggregate of 1,422,184 shares of Common Stock. - -------------------------------------------------------------------------------- CUSIP NO. 15677210513D PAGE 5 OF 21 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Insurance GenPar MGP, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO - Contributions From Partners 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 2,915,847 (1)(2) EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 2,915,847 (1)(2) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,915,847 (1)(2) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [_] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.1% 14 TYPE OF REPORTING PERSON PN - --------------- (1) Solely in its capacity as sole general partner of Insurance GenPar, L.P., which is the sole general partner of Insurance Partners, L.P., which is the managing member of International Managed Care, LLC. (2) Includes warrants to acquire an aggregate of 1,422,184 shares of Common Stock. - -------------------------------------------------------------------------------- CUSIP NO. 15677210513D PAGE 6 OF 21 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Insurance GenPar MGP, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO - Contributions from Stockholders 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 2,915,847 (1)(2) EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 2,915,847 (1)(2) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,915,847 (1)(2) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [_] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.1% 14 TYPE OF REPORTING PERSON CO - --------------- (1) Solely in its capacity as sole general partner of Insurance GenPar MGP, L.P., which is the sole general partner of Insurance GenPar, L.P., which is the sole general partner of Insurance Partners, L.P., which is the managing member of International Managed Care, LLC. (2) Includes warrants to acquire an aggregate of 1,422,184 shares of Common Stock. - -------------------------------------------------------------------------------- CUSIP NO. 15677210513D PAGE 7 OF 21 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) International Managed Care (Bermuda), L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO -Contributions from Partners 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,499,946 (1) EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 1,499,946 (1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,499,946 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [_] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.3% 14 TYPE OF REPORTING PERSON PN - --------------- (1) Includes warrants to acquire an aggregate of 785,393 shares of Common Stock. - -------------------------------------------------------------------------------- CUSIP NO. 15677210513D PAGE 8 OF 21 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Insurance Partners Offshore (Bermuda), L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO - Contributions From Partners 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,499,946 (1)(2) EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 1,499,946 (1)(2) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,499,946 (1)(2) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [_] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.3% 14 TYPE OF REPORTING PERSON PN - --------------- (1) Solely in its capacity as sole general partner of International Managed Care (Bermuda), L.P. (2) Includes warrants to acquire an aggregate of 785,393 shares of Common Stock. - -------------------------------------------------------------------------------- CUSIP NO. 15677210513D PAGE 9 OF 21 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Insurance GenPar (Bermuda), L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO - Contributions from Partners 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,499,946 (1)(2) EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 1,499,946 (1)(2) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,499,946 (1)(2) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [_] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.3% 14 TYPE OF REPORTING PERSON PN - --------------- (1) Solely in its capacity as sole general partner of Insurance Partners Offshore (Bermuda), L.P., which is the sole general partner of International Managed Care (Bermuda), L.P. (2) Includes warrants to acquire an aggregate of 785,393 shares of Common Stock. - -------------------------------------------------------------------------------- CUSIP NO. 15677210513D PAGE 10 OF 21 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Insurance GenPar (Bermuda) MGP, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO - Contributions from Partners 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,499,946 (1)(2) EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 1,499,946 (1)(2) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,499,946 (1)(2) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [_] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.3% 14 TYPE OF REPORTING PERSON PN - --------------- (1) Solely in its capacity as sole general partner of Insurance GenPar (Bermuda), L.P., which is the sole general partner of Insurance Partners Offshore (Bermuda), L.P., which is the sole general partner of International Managed Care (Bermuda), L.P. (2) Includes warrants to acquire an aggregate of 785,393 shares of Common Stock. - -------------------------------------------------------------------------------- CUSIP NO. 15677210513D PAGE 11 OF 21 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Insurance GenPar (Bermuda) MGP, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO - Contributions from Shareholders 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda 7 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,499,946 (1)(2) EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH 10 SHARED DISPOSITIVE POWER 1,499,946 (1)(2) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,499,946 (1)(2) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [_] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.3% 14 TYPE OF REPORTING PERSON CO - --------------- (1) Solely in its capacity as sole general partner of Insurance GenPar (Bermuda) MGP, L.P., which is the sole general partner of Insurance GenPar (Bermuda), L.P., which is the sole general partner of Insurance Partners Offshore (Bermuda), L.P., which is the sole general partner of International Managed Care (Bermuda), L.P. (2) Includes warrants to acquire an aggregate of 785,393 shares of Common Stock. - -------------------------------------------------------------------------------- CUSIP NO. 15677210513D PAGE 12 OF 21 - -------------------------------------------------------------------------------- This Amendment No. 4 to Schedule 13D (this "Statement") amends and supplements the Statement on Schedule 13D initially filed with the Securities and Exchange Commission on July 14, 1998, as amended by Amendment No. 1 filed on March 1, 1999, and Amendment No. 2 filed on January 13, 2000, and Amendment No. 3 filed on January 15, 2004, and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Unless otherwise indicated, all defined terms used herein shall have the same meanings respectively ascribed to them in the Schedule 13D. ITEM 1. SECURITY AND ISSUER. No material change. ITEM 2. IDENTITY AND BACKGROUND. No material change. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No material change ITEM 4. PURPOSE OF TRANSACTION. No material change ITEM 5. INTEREST IN SECURITIES OF ISSUER. Item 5 is hereby amended and restated in its entirety as follows: (a) According to the most recently available filing with the Securities and Exchange Commission by the Issuer and information known to the Reporting Persons, there are 34,392,671 shares of Common Stock outstanding. If IMC Delaware's warrant to acquire 1,422,184 shares of Common Stock were exercised, 35,814,855 shares would be outstanding. If IMC Bermuda's warrant to acquire 785,393 shares of Common Stock were exercised, 35,178,064 shares of Common Stock would be outstanding. If both warrants were exercised, 36,600,248 shares of Common Stock would be outstanding. IMC DELAWARE IMC Delaware may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 2,902,535 shares of Common Stock, which constitutes approximately 8.1% of the 35,814,855 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. IP DELAWARE In its capacity as the managing member of IMC Delaware, IP Delaware may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 2,902,535 shares of Common Stock, which constitutes approximately 8.1% of the 35,814,855 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. INSURANCE GENPAR In its individual capacity and its capacity as the sole general partner of IP Delaware, which is the managing member of IMC Delaware, Insurance GenPar may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 2,915,847 shares of Common Stock, which constitutes approximately 8.1% of the 35,814,855 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. - -------------------------------------------------------------------------------- CUSIP NO. 15677210513D PAGE 13 OF 21 - -------------------------------------------------------------------------------- IMGPLP In its capacity as the sole general partner of Insurance GenPar, which is the sole general partner of IP Delaware, which is the managing member of IMC Delaware, IMGPLP may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 2,915,847 shares of Common Stock, which constitutes approximately 8.1% of the 35,814,855 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. IMGPI In its capacity as the sole general partner of IMGPLP, which is the sole general partner of Insurance GenPar, which is the sole general partner of IP Delaware, which is the managing member of IMC Delaware, IMGPI may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 2,915,847 shares of Common Stock, which constitutes approximately 8.1% of the 35,814,855 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. IMC BERMUDA IMC Bermuda may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 1,499,946 shares of Common Stock, which constitutes approximately 4.3% of the 35,178,064 shares of Common Stock deemed outstanding pursuant to Rule 13d(d)(1)(i) of the Exchange Act. IP BERMUDA In its capacity as the sole general partner of IMC Bermuda, IP Bermuda may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 1,499,946 shares of Common Stock, which constitutes approximately 4.3% of the 35,178,064 shares of Common Stock deemed outstanding pursuant to Rule 13d(d)(1)(i) of the Exchange Act. INSURANCE GENPAR BERMUDA In its capacity as the sole general partner of IP Bermuda, which is the sole general partner of IMC Bermuda, Insurance GenPar Bermuda may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 1,499,946 shares of Common Stock, which constitutes approximately 4.3% of the 35,178,064 shares of Common Stock deemed outstanding pursuant to Rule 13d(d)(1)(i) of the Exchange Act. IBMGPLP In its capacity as the sole general partner of Insurance GenPar Bermuda, which is the sole general partner of IP Bermuda, which is the sole general partner of IMC Bermuda, IBMGPLP may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 1,499,946 shares of Common Stock, which constitutes approximately 4.3% of the 35,178,064 shares of Common Stock deemed outstanding pursuant to Rule 13d(d)(1)(i) of the Exchange Act. IBMGPI In its capacity as the sole general partner of IBMGPLP, which is the sole general partner of Insurance GenPar Bermuda, which is the sole general partner of IP Bermuda, which is the sole general partner of IMC Bermuda, IBMGPI may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 1,499,946 shares of Common Stock, which constitutes approximately 4.3% of the 35,178,064 shares of Common Stock deemed outstanding pursuant to Rule 13d(d)(1)(i) of the Exchange Act. - -------------------------------------------------------------------------------- CUSIP NO. 15677210513D PAGE 14 OF 21 - -------------------------------------------------------------------------------- The Reporting Persons may be deemed to beneficially own as part of a group (as used in Section 13(d)(3) of the Exchange Act) 4,415,793 shares of Common Stock, which constitutes approximately 12.1% of the shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. (b) Of the shares of Common Stock which each of the Reporting Persons may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner, each of the Reporting Persons has sole voting and dispositive power in respect of none of such shares and shared voting and dispositive power in respect of all such shares. (c) On April 1, 2004, IMC Delaware distributed 1,344,925 shares of Common Stock to its partners in a pro rata distribution, in which 1,331,476 of such shares were distributed to IP Delaware. IP Delaware distributed all of the shares it received to its partners in a pro rata distribution, in which 13,312 of such shares were distributed to Insurance GenPar. No consideration was paid in connection with these distributions. On April 1, 2004, IMC Bermuda distributed 655,075 shares of Common Stock to its partners in a pro rata distribution, in which 648,524 shares were distributed to IP Bermuda. IP Bermuda distributed all of the shares it received to its partners in a pro rata distribution. No consideration was paid in connection with these distributions. (d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by such Reporting Person. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No material change. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1 Joint Filing Agreement, dated April 5, 2004, among International Managed Care, LLC, Insurance Partners, L.P., Insurance GenPar, L.P., Insurance GenPar MGP, L.P., Insurance GenPar MGP, Inc., International Managed Care (Bermuda), L.P., Insurance Partners Offshore (Bermuda), L.P., Insurance GenPar (Bermuda), L.P., Insurance GenPar (Bermuda) MGP, L.P., and Insurance GenPar (Bermuda) MGP, Ltd. - -------------------------------------------------------------------------------- CUSIP NO. 15677210513D PAGE 15 OF 21 - -------------------------------------------------------------------------------- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete, and correct. Dated: April 5, 2004 INTERNATIONAL MANAGED CARE, LLC, a Delaware limited liability company By: Insurance Partners, L.P., a Delaware limited partnership, its managing member By: Insurance GenPar, L.P., a Delaware limited partnership, its general partner By: Insurance GenPar MGP, L.P., a Delaware limited partnership, its general partner By: Insurance GenPar MGP, Inc., a Delaware corporation, its general partner By: /s/ Robert A. Spass ------------------------------------ Name: Robert A. Spass Title: President INSURANCE PARTNERS, L.P., a Delaware limited partnership By: Insurance GenPar, L.P., a Delaware limited partnership, its general partner By: Insurance GenPar MGP, L.P., a Delaware limited partnership, its general partner By: Insurance GenPar MGP, Inc., a Delaware corporation, its general partner By: /s/ Robert A. Spass --------------------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR, L.P., a Delaware limited partnership By: Insurance GenPar MGP, L.P., a Delaware limited partnership, its general partner By: Insurance GenPar MGP, Inc., a Delaware corporation, its general partner By: /s/ Robert A. Spass ----------------------------------- Name: Robert A. Spass Title: President - -------------------------------------------------------------------------------- CUSIP NO. 15677210513D PAGE 16 OF 21 - -------------------------------------------------------------------------------- INSURANCE GENPAR MGP, L.P., a Delaware limited partnership By: Insurance GenPar MGP, Inc., a Delaware corporation, its general partner By: /s/ Robert A. Spass --------------------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR MGP, INC., a Delaware corporation By: /s/ Robert A. Spass --------------------------------- Name: Robert A. Spass Title: President INTERNATIONAL MANAGED CARE (BERMUDA), L.P., a Bermuda limited partnership By: Insurance Partners Offshore (Bermuda), L.P., a Bermuda limited partnership, its general partner By: Insurance GenPar (Bermuda), L.P., a Bermuda limited partnership, its general partner By: Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership, its general partner By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its general partner By: /s/ Robert A. Spass ------------------------------ Name: Robert A. Spass Title: President INSURANCE PARTNERS OFFSHORE (BERMUDA), L.P., a Bermuda limited partnership By: Insurance GenPar (Bermuda), L.P., a Bermuda limited partnership, its general partner By: Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership, its general partner By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its general partner By: /s/ Robert A. Spass ---------------------------- Name: Robert A. Spass Title: President - -------------------------------------------------------------------------------- CUSIP NO. 15677210513D PAGE 17 OF 21 - -------------------------------------------------------------------------------- INSURANCE GENPAR (BERMUDA), L.P., a Bermuda limited partnership By: Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership, its general partner By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its general partner By: /s/ Robert A. Spass ----------------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR (BERMUDA) MGP, L.P., a Bermuda limited partnership By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its general partner By: /s/ Robert A. Spass ---------------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR (BERMUDA) MGP, LTD., a Bermuda corporation By: /s/ Robert A. Spass ---------------------------- Name: Robert A. Spass Title: President - -------------------------------------------------------------------------------- CUSIP NO. 15677210513D PAGE 18 OF 21 - -------------------------------------------------------------------------------- EXHIBIT INDEX 1 Joint Filing Agreement, dated April 5, 2004, among International Managed Care, LLC, Insurance Partners, L.P., Insurance GenPar, L.P., Insurance GenPar MGP, L.P., Insurance GenPar MGP, Inc., International Managed Care (Bermuda), L.P., Insurance Partners Offshore (Bermuda), L.P., Insurance GenPar (Bermuda), L.P., Insurance GenPar (Bermuda) MGP, L.P., and Insurance GenPar (Bermuda) MGP, Ltd. - -------------------------------------------------------------------------------- CUSIP NO. 15677210513D PAGE 19 OF 21 - -------------------------------------------------------------------------------- Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. INTERNATIONAL MANAGED CARE, LLC, a Delaware limited liability company By: Insurance Partners, L.P., a Delaware limited partnership, its managing member By: Insurance GenPar, L.P., a Delaware limited partnership, its general partner By: Insurance GenPar MGP, L.P., a Delaware limited partnership, its general partner By: Insurance GenPar MGP, Inc., a Delaware corporation, its general partner By: /s/ Robert A. Spass ----------------------------- Name: Robert A. Spass Title: President INSURANCE PARTNERS, L.P., a Delaware limited partnership By: Insurance GenPar, L.P., a Delaware limited partnership, its general partner By: Insurance GenPar MGP, L.P., a Delaware limited partnership, its general partner By: Insurance GenPar MGP, Inc., a Delaware corporation, its general partner By: /s/ Robert A. Spass ---------------------------- Name: Robert A. Spass Title: President - -------------------------------------------------------------------------------- CUSIP NO. 15677210513D PAGE 20 OF 21 - -------------------------------------------------------------------------------- INSURANCE GENPAR, L.P., a Delaware limited partnership By: Insurance GenPar MGP, L.P., a Delaware limited partnership, its general partner By: Insurance GenPar MGP, Inc., a Delaware corporation, its general partner By: /s/ Robert A. Spass ------------------------------ Name: Robert A. Spass Title: President INSURANCE GENPAR MGP, L.P., a Delaware limited partnership By: Insurance GenPar MGP, Inc., a Delaware corporation, its general partner By: /s/ Robert A. Spass ----------------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR MGP, INC., a Delaware corporation By: /s/ Robert A. Spass ----------------------------- Name: Robert A. Spass Title: President INTERNATIONAL MANAGED CARE (BERMUDA), L.P., a Bermuda limited partnership By: Insurance Partners Offshore (Bermuda), L.P., a Bermuda limited partnership, its general partner By: Insurance GenPar (Bermuda), L.P., a Bermuda limited partnership, its general partner By: Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership, its general partner By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its general partner By: /s/ Robert A. Spass ---------------------------- Name: Robert A. Spass Title: President - -------------------------------------------------------------------------------- CUSIP NO. 15677210513D PAGE 21 OF 21 - -------------------------------------------------------------------------------- INSURANCE PARTNERS OFFSHORE (BERMUDA), L.P., a Bermuda limited partnership By: Insurance GenPar (Bermuda), L.P., a Bermuda limited partnership, its general partner By: Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership, its general partner By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its general partner By: /s/ Robert A. Spass ----------------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR (BERMUDA), L.P., a Bermuda limited partnership By: Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership, its general partner By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its general partner By: /s/ Robert A. Spass ---------------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR (BERMUDA) MGP, L.P., a Bermuda limited partnership By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its general partner By: /s/ Robert A. Spass -------------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR (BERMUDA) MGP, LTD., a Bermuda corporation By: /s/ Robert A. Spass -------------------------- Name: Robert A. Spass Title: President -----END PRIVACY-ENHANCED MESSAGE-----