-----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, KY6PHwpX7OL1Dlaf+j+6KsRNDj0SOla+A10CvmsNAByo0IvcFnQZXeV3gO31axh5 mvkyFnmdhh8XIT2cbJohKw== 0000921530-99-000148.txt : 19990726 0000921530-99-000148.hdr.sgml : 19990726 ACCESSION NUMBER: 0000921530-99-000148 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990723 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: 99669642 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 #6 RE IRSA INVERSIONES Y REPRESENTACIONES S.A. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) (Amendment No. 6)* 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 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 that 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 [_]. 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 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 8 Pages Page 2 of 8 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* 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 New York 7 Sole Voting Power Number of 23,059,098 Shares Beneficially 8 Shared Voting Power Owned By 0 Reporting 9 Sole Dispositive Power Person 23,059,098 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 23,059,098 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 12.08% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 8 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 1,999,250 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,999,250 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,999,250 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 1.05% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 8 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* 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 23,059,098 Shares Beneficially 8 Shared Voting Power Owned By 1,999,250 Each Reporting 9 Sole Dispositive Power Person 23,059,098 With 10 Shared Dispositive Power 1,999,250 11 Aggregate Amount Beneficially Owned by Each Reporting Person 25,058,348 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 13.13% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 8 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 1,999,250 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,999,250 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,999,250 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 1.05% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 8 Pages This Amendment No. 6 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. 6 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. 6 on Schedule 13D is being filed by the Reporting Persons to report that as a result of the recent transfer of Shares to current members of the Issuer's management, 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 5. Interest in Securities of the Issuer. (a) (i) Geosor may be deemed the beneficial owner of the 23,059,098 Shares held for its account, which includes 2,241,888 GDSs (approximately 12.08% of the total number of Shares outstanding). (ii) Each of SFM LLC and Mr. Druckenmiller may be deemed the beneficial owner of the 1,999,250 Shares held for the account of Quantum Realty, which includes 199,925 GDSs, (approximately 1.05% of the total number of Shares outstanding). (iii) Mr. Soros may be deemed the beneficial owner of 25,058,348 Shares (approximately 13.13% of the total number of Shares outstanding). This number consists of: (A) the 23,059,098 Shares held for the account of Geosor and (B) the 1,999,250 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 1,999,250 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 1,999,250 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 23,059,098 Shares held for the account of Geosor. (c) Except for the sale by Quantum Realty on July 21, 1999 of 4,772,730 Shares of the Issuer to current members of the Issuer's management at a price per share of $3.00 in a privately negotiated transaction, there have been no transactions with respect to the Shares since May 24, 1999 (60 days prior to the date hereof) 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) Mr. Soros, the sole 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. Page 7 of 8 Pages The information set forth above excludes 1,282,337 Shares (which assumes conversion of 2,500 GDSs) 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. 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 and/or Geosor. Page 8 of 8 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: July 23, 1999 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 -----END PRIVACY-ENHANCED MESSAGE-----