SC 13G 1 continucare_13g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ContinuCare Corporation ----------------------- (Name of Issuer) Common Stock, $0.0001 Par Value ------------------------------- (Title of Class of Securities) 212172100 -------------- (CUSIP Number) June 1, 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) [X] Rule 13d-1(c) [_] 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 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 page(s) Page 1 of 21 Pages Exhibit Index: Page 15 SCHEDULE 13G CUSIP No. 212172100 Page 2 of 21 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) STRATEGIC INVESTMENT PARTNERS LIMITED 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 2,250,000 Shares Beneficially 6 Shared Voting Power Owned by 0 Each Reporting 7 Sole Dispositive Power Person 2,250,000 With: 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,250,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] 11 Percent of Class Represented By Amount in Row (9) 6.77% 12 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 212172100 Page 3 of 21 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) QUASAR STRATEGIC PARTNERS LDC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned by 2,250,000 Each Reporting 7 Sole Dispositive Power Person 0 With: 8 Shared Dispositive Power 2,250,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,250,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] 11 Percent of Class Represented By Amount in Row (9) 6.77% 12 Type of Reporting Person* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 212172100 Page 4 of 21 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* a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned by 2,250,000 Each Reporting 7 Sole Dispositive Power Person 0 With: 8 Shared Dispositive Power 2,250,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,250,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] 11 Percent of Class Represented By Amount in Row (9) 6.77% 12 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 212172100 Page 5 of 21 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* a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned by 2,250,000 Each Reporting 7 Sole Dispositive Power Person 0 With: 8 Shared Dispositive Power 2,250,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,250,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] 11 Percent of Class Represented By Amount in Row (9) 6.77% 12 Type of Reporting Person* PN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 212172100 Page 6 of 21 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* a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned by 2,250,000 Each Reporting 7 Sole Dispositive Power Person 0 With: 8 Shared Dispositive Power 2,250,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,250,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] 11 Percent of Class Represented By Amount in Row (9) 6.77% 12 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 212172100 Page 7 of 21 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* a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned by 2,250,000 Each Reporting 7 Sole Dispositive Power Person 0 With: 8 Shared Dispositive Power 2,250,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,250,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] 11 Percent of Class Represented By Amount in Row (9) 6.77% 12 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 212172100 Page 8 of 21 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* a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned by 2,250,000 Each Reporting 7 Sole Dispositive Power Person 0 With: 8 Shared Dispositive Power 2,250,000 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,250,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] 11 Percent of Class Represented By Amount in Row (9) 6.77% 12 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 21 The shares of Common Stock of the Issuer (the "Shares") reported herein were previously reported on a Schedule 13D, the last amendment of which was filed on July 7, 2000. There has been no change in the beneficial ownership of the Reporting Persons (as defined herein) since the filing of such amendment. Item 1(a) Name of Issuer: ContinuCare Corporation (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 80 Southwest Eighth Street, Suite 2350, Miami, FL 33130 Item 2(a) Name of Person Filing: This statement is filed on behalf of each of the following reporting persons (collectively, the "Reporting Persons"): i) Strategic Investment Partners Limited ("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"); and vii) Mr. George Soros ("Mr. Soros"). This statement relates to the Shares held for the account of SIPL. SIPL is jointly owned by QIP and QSP. QIHMI is the sole managing manager of each of QIP and QSP. QIHMI, an investment advisory firm, is vested with investment discretion over the securities held, directly or indirectly, for the accounts of QIP and QSP. 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, QSP, 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. Page 10 of 21 Item 2(c) Citizenship: 1) SIPL is a Cayman Islands corporation; 2) QSP is a Cayman Islands exempted limited duration company; 3) QIP is a Cayman Islands exempted limited duration company; 4) QIHMI is a Delaware limited partnership; 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, $0.0001 par value. Item 2(e) CUSIP Number: 212172100 Item 3 If this statement is filed pursuant to Section 240.13d-1(b), or 240.13d-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 June 1, 2001, 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. Item 4(b) Percent of Class: The number of Shares of which each of SIPL, QSP, QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros may be deemed the beneficial owner constitutes approximately 6.77% of the total number of Shares outstanding. Page 11 of 21 Item 4(c) Number of shares as to which such person has: SIPL ---- (i) Sole power to vote or to direct the vote: 2,250,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,250,000 (iv) Shared power to dispose or to direct the disposition of: 0 QSP, QIP, QIHMI, QIH Management, SFM LLC & Mr. Soros ---------------------------------------------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 2,250,000 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 2,250,000 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: The shareholders of SIPL, including QIP and 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 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. Page 12 of 21 Item 9 Notice of Dissolution of Group: This Item 9 is not applicable. Item 10 Certification: By signing below each signatory certifies that, to the best of his/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 13 of 21 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: June 1, 2001 STRATEGIC INVESTMENT PARTNERS LIMITED By: /S/ RICHARD D. HOLAHAN, JR. ---------------------------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Date: June 1, 2001 QUASAR STRATEGIC PARTNERS LDC By: /S/ RICHARD D. HOLAHAN, JR. ---------------------------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Date: June 1, 2001 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ RICHARD D. HOLAHAN, JR. ---------------------------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Date: June 1, 2001 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /S/ RICHARD D. HOLAHAN, JR. ---------------------------------------------- Richard D. Holahan, Jr. Vice President Date: June 1, 2001 QIH MANAGEMENT, INC. By: /S/ RICHARD D. HOLAHAN, JR. ---------------------------------------------- Richard D. Holahan, Jr. Vice President Page 14 of 21 Date: June 1, 2001 SOROS FUND MANAGEMENT LLC By: /S/ RICHARD D. HOLAHAN, JR. ---------------------------------------------- Richard D. Holahan, Jr. Assistant General Counsel Date: June 1, 2001 GEORGE SOROS By: /S/ RICHARD D. HOLAHAN, JR. ---------------------------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Page 15 of 21 EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement, dated as of June 1, 2001, by and among Strategic Investment Partners Limited, Quasar Strategic Partners LDC, Quantum Industrial Partners LDC, QIH Management Investor, L.P., QIH Management, Inc., Soros Fund Management LLC and Mr. George Soros......................... 16 B. Power of Attorney, dated as of June 30, 2000, granted by Strategic Investment Partners Limited in favor of Mr. Michael C. Neus and Mr. Richard D. Holahan, Jr.......................................................... 18 C. Power of Attorney, dated as of June 30, 2000, granted by Quasar Strategic Partners LDC in favor of Mr. Michael C. Neus and Mr. Richard D. Holahan, Jr......................... 19 D. 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 E. 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...................................... 21