Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
WELLCARE HEALTH PLANS, INC.
---------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
---------------------------------------
(Title of Class of Securities)
94946T106
---------
(CUSIP Number)
December 31, 2004
-----------------
(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 17 Pages
Exhibit Index: Page 14
SCHEDULE 13G
CUSIP No. 94946T106 Page 2 of 17 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SOROS PRIVATE EQUITY INVESTORS LP
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 16,733,784
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 16,733,784
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
16,733,784
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)
43.33%
12 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No. 94946T106 Page 3 of 17 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SPEP GENERAL PARTNER LP
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 16,733,784
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 16,733,784
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
16,733,784
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)
43.33%
12 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No. 94946T106 Page 4 of 17 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SPEP GENERAL PARTNER 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 16,733,784
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 16,733,784
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
16,733,784
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)
43.33%
12 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No. 94946T106 Page 5 of 17 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 16,733,784
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 16,733,784
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
16,733,784
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)
43.33%
12 Type of Reporting Person (See Instructions)
PN; IA
SCHEDULE 13G
CUSIP No. 94946T106 Page 6 of 17 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
QIH 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 16,733,784
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 16,733,784
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
16,733,784
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)
43.33%
12 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No. 94946T106 Page 7 of 17 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 16,733,784
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 16,733,784
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
16,733,784
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)
43.33%
12 Type of Reporting Person (See Instructions)
OO; IA
SCHEDULE 13G
CUSIP No. 94946T106 Page 8 of 17 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 16,733,784
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 16,733,784
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
16,733,784
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)
43.33%
12 Type of Reporting Person (See Instructions)
IA
Page 9 of 17 Pages
Item 1(a). Name of Issuer:
WellCare Health Plans, Inc. (the "Issuer")
Item 1(b). Address of the Issuer's Principal Executive Offices:
8725 Henderson Road, Renaissance One, Tampa, Florida
Item 2(a). Name of Person Filing:
The Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Soros Private Equity Investors LP ("SPEI");
ii) SPEP General Partner LP ("SPEP GP LP");
iii) SPEP General Partner LLC ("SPEP GP LLC");
iv) QIH Management Investor, L.P. ("QIHMI");
v) QIH Management LLC ("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 SPEI.
The general partner of SPEI is SPEP GP LP. An investment
committee of SPEP GP LP exercises exclusive decision-making authority with
regard to the acquisition and disposition of, and voting power with respect to,
investments by SPEI. SPEP GP LP's general partner is SPEP GP LLC, whose managing
member is QIHMI, whose sole general partner is QIH Management, whose sole
managing member is SFM LLC. Mr. Soros is the Chairman of SFM and, in such
capacity, may be deemed to have voting and dispositive power over the securities
held for the account of SPEI.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of SPEI,
SPEP GP LP, SPEP GP LLC, QIHMI, QIH Management, SFM LLC, and Mr. Soros is 888
Seventh Avenue, 33rd Floor, New York, New York 10106.
Item 2(c). Citizenship:
i) SPEI is a Delaware limited partnership;
ii) SPEP GP LP is a Delaware limited partnership;
iii) SPEP GP LLC is a Delaware limited liability company;
iv) QIHMI is a Delaware limited partnership;
v) QIH Management is a Delaware limited liability company;
vi) SFM LLC is a Delaware limited liability company; and
Page 10 of 17 Pages
vii) Mr. Soros is a United States citizen.
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value per share (the "Shares").
Item 2(e). CUSIP Number:
94946T106
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, 2004, each of the Reporting Persons may be
deemed to be the beneficial owner of the 16,733,784 Shares held for the account
of SPEI.
Item 4(b). Percent of Class:
The number of Shares of which each of the Reporting Persons
may be deemed to be the beneficial owner constitutes approximately 43.33% of the
total number of Shares outstanding (based upon information provided by the
Issuer, there were 38,619,454 Shares outstanding as of February 10, 2005).
Item 4(c). Number of shares
as to which such person has:
SPEI, SPEP GP LP, SPEP GP LLC, QIHMI, QIH Management, SFM LLC and Mr. Soros:
---------------------------------------------------------------------------
(i) Sole power to vote or to direct the vote: 16,733,784
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 16,733,784
(iv) Shared power to dispose or to direct the disposition of: 0
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 partners of SPEI have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares held for the
account of SPEI in accordance with their respective ownership interests in SPEI.
Page 11 of 17 Pages
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 17 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, 2005 SOROS PRIVATE EQUITY INVESTORS LP
By: SPEP General Partner LP,
its General Partner
By: SPEP General Partner LLC,
its General Partner
By: QIH Management Investor, L.P.,
its Managing Member
By: QIH Management LLC,
its General Partner
By: Soros Fund Management LLC,
its Managing Member
By: /s/ Jodye M. Anzalotta
------------------------------
Jodye M. Anzalotta
Assistant General Counsel
Date: February 14, 2005 SPEP GENERAL PARTNER LP
By: SPEP General Partner LLC,
its General Partner
By: QIH Management Investor, L.P.,
its Managing Member
By: QIH Management LLC,
its General Partner
By: Soros Fund Management LLC,
its Managing Member
By: /s/Jodye M. Anzalotta
------------------------------
Jodye M. Anzalotta
Assistant General Counsel
Page 13 of 17 Pages
Date: February 14, 2005 SPEP GENERAL PARTNER LLC
By: QIH Management Investor, L.P.,
its Managing Member
By: QIH Management LLC,
its General Partner
By: Soros Fund Management LLC,
its Managing Member
By: /s/ Jodye M. Anzalotta
------------------------------
Jodye M. Anzalotta
Assistant General Counsel
Date: February 14, 2005 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management LLC,
its General Partner
By: Soros Fund Management LLC,
its Managing Member
By: /s/Jodye M. Anzalotta
------------------------------
Jodye M. Anzalotta
Assistant General Counsel
Date: February 14, 2005 QIH MANAGEMENT LLC
By: Soros Fund Management LLC,
its Managing Member
By: /s/ Jodye M. Anzalotta
------------------------------
Jodye M. Anzalotta
Assistant General Counsel
Date: February 14, 2005 SOROS FUND MANAGEMENT LLC
By: /s/ Jodye M. Anzalotta
-----------------------------
Jodye M. Anzalotta
Assistant General Counsel
Date: February 14, 2005 GEORGE SOROS
By: /s/ Jodye M. Anzalotta
----------------------------
Jodye M. Anzalotta
Attorney-in-Fact
Page 14 of 17 Pages
EXHIBIT INDEX
Page No.
A. Joint Filing Agreement, dated as of February 14,
2005, by and among Soros Private Equity Investors LP,
SPEP General Partner LP, SPEP General Partner LLC, QIH
Management Investor, L.P., QIH Management LLC, Soros
Fund Management LLC and Mr. George Soros 15
B. Power of Attorney, dated as of October 30, 2002,
granted by Mr. George Soros in favor of Armando T.
Belly, John F. Brown, Jodye Anzalotta, Maryann
Canfield, Richard D. Holahan, Jr. and Robert Soros 17
Page 15 of 17 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock, $0.01 par value per share, of WellCare Health
Plans, Inc., dated as of February 14, 2005, 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, 2005 SOROS PRIVATE EQUITY INVESTORS LP
By: SPEP General Partner LP,
its General Partner
By: SPEP General Partner LLC,
its General Partner
By: QIH Management Investor, L.P.,
ts Managing Member
By: QIH Management LLC,
its General Partner
By: Soros Fund Management LLC,
its Managing Member
By: /s/ Jodye M. Anzalotta
-----------------------------
Jodye M. Anzalotta
Assistant General Counsel
Date: February 14, 2005 SPEP GENERAL PARTNER LP
By: SPEP General Partner LLC,
its General Partner
By: QIH Management Investor, L.P.,
its Managing Member
By: QIH Management LLC,
its General Partner
By: Soros Fund Management LLC,
its Managing Member
By: /s/ Jodye M. Anzalotta
------------------------------
Jodye M. Anzalotta
Assistant General Counsel
Page 16 of 17 Pages
Date: February 14, 2005 SPEP GENERAL PARTNER LLC
By: QIH Management Investor, L.P.,
its Managing Member
By: QIH Management LLC,
its General Partner
By: Soros Fund Management LLC,
its Managing Member
By: /s/ Jodye M. Anzalotta
------------------------------
Jodye M. Anzalotta
Assistant General Counsel
Date: February 14, 2005 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management LLC,
its General Partner
By: Soros Fund Management LLC,
its Managing Member
By: /s/ Jodye M. Anzalotta
------------------------------
Jodye M. Anzalotta
Assistant General Counsel
Date: February 14, 2005 QIH MANAGEMENT LLC
By: Soros Fund Management LLC,
its Managing Member
By: /s/ Jodye M. Anzalotta
------------------------------
Jodye M. Anzalotta
Assistant General Counsel
Date: February 14, 2005 SOROS FUND MANAGEMENT LLC
By: /s/ Jodye M. Anzalotta
------------------------------
Jodye M. Anzalotta
Assistant General Counsel
Date: February 14, 2005 GEORGE SOROS
By: /s/ Jodye M. Anzalotta
------------------------------
Jodye M. Anzalotta
Attorney-in-Fact
Page 17 of 17 Pages
EXHIBIT B
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, JOHN F. BROWN, MARYANN
CANFIELD, 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 contracts or other investments, and any other documents
relating or ancillary thereto, including without limitation all documents
relating to filings with the Commodities 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 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 the 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 15th day of January 2002 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 30th day of
October, 2002.
/s/ George Soros
---------------------------
GEORGE SOROS