-----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, HquVknOSrAJOBOyf2Ku/FLv4os9FlQhsBec5Z/ZgO4NrOIcAocBPnhe6/UBiUlir /4cRixhH0YberxH0kH4BFw== 0000950152-99-004002.txt : 19990505 0000950152-99-004002.hdr.sgml : 19990505 ACCESSION NUMBER: 0000950152-99-004002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990504 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONTINUCARE CORP CENTRAL INDEX KEY: 0000803352 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 592716063 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46829 FILM NUMBER: 99610338 BUSINESS ADDRESS: STREET 1: 100 SOUTHEAST 2ND ST STREET 2: 36TH FLOOR CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 3053507515 FORMER COMPANY: FORMER CONFORMED NAME: ZANART ENTERTAINMENT INC DATE OF NAME CHANGE: 19950420 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAILFISH INVESTMENTS LLC CENTRAL INDEX KEY: 0001023054 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 380 MIDDLESEX AVE CITY: CARTERET STATE: NJ ZIP: 07008 BUSINESS PHONE: 9085415555 MAIL ADDRESS: STREET 1: 380 MIDDLESEX AVE CITY: CARTERET STATE: NJ ZIP: 07008 SC 13D/A 1 CONTINUCARE CORPORATION/SAILFISH INVESTMENTS LLC 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 -------------------- (Amendment No. 2) Continucare Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.0001 par value 989004-403 - ------------------------------------------- --------------------------- (Title of class of securities) (CUSIP number) Irving Berliner, Benesch, Friedlander, Coplan & Aronoff LLP, 2300 BP Tower, Cleveland, Ohio 44114, (216) 363-4500 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) April 21, 1999 - -------------------------------------------------------------------------------- (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) ================================================================================ 2 CUSIP No. 989004-403 13D Page 2 of 7 Pages --------------------- -------- -------- (1) NAME OF REPORTING PERSONS: Sailfish Investments LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 22-3459888 --------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX (a) [ ] IF A MEMBER OF A GROUP: (b) [ ] --------------------------------------------------------------------- (3) SEC USE ONLY: --------------------------------------------------------------------- (4) SOURCE OF FUNDS: AF --------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e): [ ] --------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION: New Jersey --------------------------------------------------------------------- (7) SOLE VOTING POWER: 614,200 -------------------------------------------------------- NUMBER OF SHARES (8) SHARED VOTING POWER: none BENEFICIALLY OWNED BY -------------------------------------------------------- EACH REPORTING (9) SOLE DISPOSITIVE POWER: 614,200 PERSON WITH -------------------------------------------------------- (10) SHARED DISPOSITIVE POWER: none --------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 614,200 --------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] --------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.2% --------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON: OO --------------------------------------------------------------------- 3 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. 3 4 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. 4 5 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 5 6 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 ------------------------------- Arthur M. Goldberg, Manager 6 7 SCHEDULE I INFORMATION WITH RESPECT TO TRANSACTIONS EFFECTED SINCE MARCH 26, 1999 (1)
AVERAGE DATE SHARES SOLD PRICE (2) 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
(1) ALL TRANSACTIONS WERE EFFECTED ON THE AMERICAN STOCK EXCHANGE. (2) PRICE EXCLUDES COMMISSION. 7 -----END PRIVACY-ENHANCED MESSAGE-----