-----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, DGtRqXaJZ1+1PbT5g4fuwOAXev+bGWPwp5NHDsBmQwqBPFIlPWFScImC4jL/y9TN pD5AgJ+ubkjOSxdGdZwpTQ== 0000921530-98-000109.txt : 19980805 0000921530-98-000109.hdr.sgml : 19980805 ACCESSION NUMBER: 0000921530-98-000109 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980804 SROS: NYSE GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: GEOSOR CORPORATION GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IRSA INVESTMENTS & REPRESENTATIONS INC CENTRAL INDEX KEY: 0000933267 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54021 FILM NUMBER: 98676745 BUSINESS ADDRESS: STREET 1: BOLIVAR 108 CITY: BUENOS AIRES ARGENTI STATE: C1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 13D/A 1 13D #4 RE IRSA INVERSIONES Y REPRESENTACIONES S.A. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.4)* IRSA INVERSIONES Y REPRESENTACIONES S.A. ---------------------------------------- (Name of Issuer) Common Stock, Ps. 1 Nominal (Par) Value --------------------------------------- (Title of Class of Securities) 450047204 --------------------- (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 590 Madison Avenue New York, New York 10022 (212) 872-1000 ----------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 27, 1998 ----------------------------------- (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(e), 13d-1(f) or 13d-1(g), check the following box [_]. *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 disclosure 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 10 Pages Page 2 of 10 Pages SCHEDULE 13D CUSIP No. 450047204 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Geosor Corporation 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* WC 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization New York 7 Sole Voting Power Number of 21,871,586 Shares Beneficially 8 Shared Voting Power Owned By 0 Reporting 9 Sole Dispositive Power Person 21,871,586 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 21,871,586 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 11.46% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 10 Pages SCHEDULE 13D CUSIP No. 450047204 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Soros Fund Management LLC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 10,555,889 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 10,555,889 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 10,555,889 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 5.53% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 10 Pages SCHEDULE 13D CUSIP No. 450047204 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person 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 Source of Funds* AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 21,871,586 Shares Beneficially 8 Shared Voting Power Owned By 10,555,889 Each Reporting 9 Sole Dispositive Power Person 21,871,586 With 10 Shared Dispositive Power 10,555,889 11 Aggregate Amount Beneficially Owned by Each Reporting Person 32,427,475 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 16.99% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 10 Pages SCHEDULE 13D CUSIP No. 450047204 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Stanley F. Druckenmiller (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* Not Applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 10,555,889 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 10,555,889 11 Aggregate Amount Beneficially Owned by Each Reporting Person 10,555,889 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 5.53% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 10 Pages This Amendment No. 4 to Schedule 13D relates to shares of Common Stock, with a Ps. 1 nominal (par) value (one Argentine peso) (the "Shares"), of IRSA Inversiones y Representaciones S.A. (the "Issuer"). This Amendment No. 4 supplementally amends the Initial Statement on Schedule 13D dated December 29, 1997 and all subsequent amendments thereto (collectively, the "Initial Statement") filed by the Reporting Persons. This Amendment No. 4 on Schedule 13D is being filed by the Reporting Persons to report that as a result of the recent dispositions of Shares of the Issuer, the number of Shares of which certain of the Reporting Persons may be deemed the beneficial owners has decreased by more than one percent of the total number of outstanding Shares. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 2. Identity and Background. This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Geosor Corporation ("Geosor"); ii) Soros Fund Management LLC ("SFM LLC"); iii) George Soros ("Mr. Soros"); and iv) Stanley F. Druckenmiller ("Mr. Druckenmiller"). This Statement relates to Shares held for the accounts of Geosor and Quantum Realty. Updated information concerning the Managing Directors of SFM LLC is set forth in Annex A hereto and incorporated herein by reference. Item 3. Source and Amount of Funds or Other Consideration. Geosor expended approximately $3,731,300 of its working capital to purchase the securities reported herein as being acquired since July 10, 1998 (the date of filing of the last statement on Schedule 13D). The Shares held for the accounts of Geosor, Quantum Realty and/or other SFM Clients may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. The Shares which may be held in the margin accounts are pledged as collateral security for the repayment of debit balances in the respective accounts. Item 5. Interest in Securities of the Issuer. (a) (i) Geosor may be deemed the beneficial owner of the 21,871,586 Shares held for its account, which includes 2,123,157 GDSs (approximately 11.46% of the total number of Shares outstanding). (ii) Each of SFM LLC and Mr. Druckenmiller may be deemed the beneficial owner of the 10,555,889 Shares held for the account of Quantum Realty, which includes 987,940 GDSs, (approximately 5.53% of the total number of Shares outstanding). Page 7 of 10 Pages (iii) Mr. Soros may be deemed the beneficial owner of 32,427,475 Shares (approximately 16.99% of the total number of Shares outstanding). This number consists of: (A) the 21,871,586 Shares held for the account of Geosor and (B) the 10,555,889 Shares held for the account of Quantum Realty. (b) (i) Pursuant to the contract between Quantum Realty and SFM LLC, SFM LLC may be deemed to have the sole power to direct the voting and disposition of the 10,555,889 Shares held for the account of Quantum Realty. (ii) Pursuant to the contract between Quantum Realty and SFM LLC and as a result of the positions held by Mr. Soros and Mr. Druckenmiller with SFM LLC, each of Mr. Soros and Mr. Druckenmiller may be deemed to have shared power to direct the voting and disposition of the 10,555,889 Shares held for the account of Quantum Realty. (iii) Each of Geosor and Mr. Soros (as the sole shareholder and person ultimately in control of Geosor) may be deemed to have the sole power to direct the voting and disposition of the 21,871,586 Shares held for the account of Geosor. (c) Except for the transactions disclosed on Annex B hereto, all of which were effected on the Buenos Aires Stock Exchange in routine brokerage transactions, there have been no transactions with respect to the Shares since July 10, 1998 (the date of filing of the last statement on Schedule 13D) by any of the Reporting Persons or Quantum Realty. (d) (i) The shareholders of Quantum Realty have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of Quantum Realty in accordance with their ownership interests in Quantum Realty. (ii) The shareholder of Geosor has the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of Geosor. (e) Not applicable. The information set forth above excludes 642,907 Shares held for the account of Quantum Dolphin Limited ("Quantum Dolphin"), an Isle of Man corporation. Geosor, certain SFM clients and certain Managing Directors of SFM LLC are shareholders of Quantum Dolphin. Gary Gladstein serves as a director of Quantum Dolphin and of the Issuer. An affiliate of SFM LLC (the "Affiliate") has entered into an arrangement with Consultores Asset Management, S.A. ("Consultores"), the manager of Quantum Dolphin, whereby it provides non-discretionary consulting services to Consultores. Pursuant to such arrangement, the Affiliate does not have the authority to make any management or investment decisions for Quantum Dolphin or Consultores. The Reporting Persons understand that pursuant to a separate arrangement, Consultores may be deemed to have sole voting and dispositive power with respect to Quantum Dolphin's investment in the Shares. Each of SFM LLC and Mr. Druckenmiller expressly disclaims beneficial ownership of any Shares not held for the account of Quantum Realty and/or other SFM Clients. Geosor expressly disclaims beneficial ownership of any Shares not held for its account. Mr. Soros expressly disclaims beneficial ownership of any Shares not held for the accounts of Quantum Realty, other SFM Clients and/or Geosor. Page 8 of 10 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: August 4, 1998 GEOSOR CORPORATION By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Assistant Secretary SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Assistant General Counsel GEORGE SOROS By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Attorney-in-Fact Page 9 of 10 Pages ANNEX A The following is a list of all of the persons (other than Stanley Druckenmiller) who serve as Managing Directors of SFM LLC, as well as the number of Shares, if any, held for the account of each: Scott K. H. Bessent Walter Burlock Brian J. Corvese L. Kevin Dann Jeffrey L. Feinberg Arminio Fraga Gary Gladstein Ron Hiram Robert K. Jermain David N. Kowitz Alexander C. McAree Paul McNulty Gabriel S. Nechamkin Steven Okin Lief D. Rosenblatt Frank Sica Mark D. Sonnino Filiberto H. Verticelli Sean C. Warren Each of the above-listed persons is a United States citizen whose principal occupation is serving as Managing Director of SFM LLC, and each has a business address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York, New York 10106. To the best of the Reporting Persons' knowledge: (a) None of the above persons holds any Shares. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Shares.
Page 10 of 10 Pages ANNEX B RECENT TRANSACTIONS IN THE COMMON STOCK OF IRSA INVERSIONES Y REPRESENTACIONES S.A. Date of Nature of For the Account of Transaction Transaction Number of Shares Price Per Share - ------------------ ----------- ----------- ---------------- --------------- Geosor 7/15/98 SELL 100,000 3.4249 7/17/98 SELL 60,000 3.7557 7/17/98 SELL 91,133 3.7867 7/20/98 SELL 91,647 3.7702 7/20/98 SELL 53,000 3.7786 7/22/98 SELL 160,000 3.8213 7/22/98 SELL 100,000 3.8534 7/23/98 SELL 150,000 3.7629 7/24/98 BUY 1,000,000 3.7313 7/24/98 SELL 71,766 3.6882 7/24/98 SELL 64,234 3.6882 7/24/98 SELL 110,750 3.6973 7/24/98 SELL 1,000,000 3.7313 7/27/98 SELL 155,000 3.6867 7/28/98 SELL 30,000 3.6859 Quantum Realty 7/21/98 SELL 260,974 3.7937 7/22/98 SELL 53,000 3.7767 7/24/98 SELL 246,750 3.6938 7/27/98 SELL 155,000 3.6869 7/28/98 SELL 30,000 3.6859
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