UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
CRESUD S.A.C.I.F. y A.
--------------------------------------
(Name of Issuer)
Common Stock, Par Value 1.00 Peso per Share
-----------------------------------------------
(Title of Class of Securities)
226406106
------------------
(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)
March 24, 1997
---------------------------------------
(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 [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) 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 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 22 Pages
Exhibit Index: Page 16
<PAGE>
Page 2 of 22 Pages
SCHEDULE 13D
CUSIP No. 226406106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QUANTUM INDUSTRIAL PARTNERS LDC
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
Cayman Islands
7 Sole Voting Power
Number of 37,061,432
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 37,061,432
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
37,061,432
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
29.82%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 22 Pages
SCHEDULE 13D
CUSIP No. 226406106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH MANAGEMENT INVESTOR, L.P.
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
Delaware
7 Sole Voting Power
Number of 37,061,432
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 37,061,432
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
37,061,432
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
29.82%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 22 Pages
SCHEDULE 13D
CUSIP No. 226406106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH MANAGEMENT, INC.
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
Delaware
7 Sole Voting Power
Number of 37,061,432
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 37,061,432
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
37,061,432
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
29.82%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 22 Pages
SCHEDULE 13D
CUSIP No. 226406106
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*
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
Delaware
7 Sole Voting Power
Number of 37,061,432
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 37,061,432
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
37,061,432
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
29.82%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 22 Pages
SCHEDULE 13D
CUSIP No. 226406106
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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 37,061,432
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
37,061,432
11 Aggregate Amount Beneficially Owned by Each Reporting Person
37,061,432
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
29.82%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 22 Pages
SCHEDULE 13D
CUSIP No. 226406106
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*
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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 37,061,432
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
37,061,432
11 Aggregate Amount Beneficially Owned by Each Reporting Person
37,061,432
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
29.82%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 22 Pages
This Statement on Schedule 13D relates to shares of Common Stock,
par value 1.00 Peso per share (the "Shares"), of Cresud S.A.C.I.F. y A. (the
"Issuer"). This Statement is being filed by the Reporting Persons (as defined
herein) to report recent acquisitions of more than 2% of the outstanding Shares
of the Issuer in a twelve-month period.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the
principal executive office of the Issuer is Avenida Roque Saenz Pena 832, 8th
Floor, (1388) Buenos Aires, Argentina.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Quantum Industrial Partners LDC ("QIP");
ii) QIH Management Investor, L.P. ("QIHMI");
iii) QIH Management, Inc. ("QIH Management");
iv) Soros Fund Management LLC ("SFM LLC");
v) Mr. George Soros ("Mr. Soros"); and
vi) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller").
This Statement relates to the Shares held for the account of QIP.
The Reporting Persons
QIP, QIHMI and QIH Management
- -----------------------------
QIP is a Cayman Islands exempted limited duration company with
its principal address at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands
Antilles. The principal business of QIP is investment in securities. Current
information concerning the identity and background of the directors and officers
of QIP is set forth in Annex A hereto, which is incorporated by reference in
response to this Item 2.
QIHMI, an investment advisory firm organized as a Delaware
limited partnership, is a minority shareholder of, and (pursuant to constituent
documents of QIP) is vested with investment discretion with respect to the
portfolio assets held for the account of, QIP. The principal business of QIHMI
is to provide management and advisory services to, and to invest in, QIP. QIH
Management, a Delaware corporation of which Mr. Soros is the sole shareholder,
is the sole general partner of QIHMI. The principal business of QIH Management
is to serve as the sole general partner of QIHMI. Current information concerning
the identity and background of the directors and officers of QIH Management is
set forth in Annex A hereto, which is incorporated by reference in response to
this Item 2. QIHMI and QIH Management have their principal offices at 888
Seventh Avenue, 33rd Floor, New York, New York 10106. QIHMI, by reason of its
<PAGE>
Page 9 of 22 Pages
investment discretion over the securities owned by QIP, and QIH Management, as
the sole general partner of QIHMI, may each be deemed the beneficial owner of
the Shares held for the account of QIP for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Act").
Mr. Soros has entered into an agreement dated as of January 1,
1997 with SFM LLC pursuant to which Mr. Soros has, among other things, agreed to
use his best efforts to cause QIH Management, as the general partner of QIHMI,
to act at the direction of SFM LLC, which agreement to so act shall terminate
upon the earlier of (a) the assignment to SFM LLC of the legal and beneficial
ownership interest in QIH Management and (b) the assignment to SFM LLC of the
general partnership interest in QIHMI (the "QIP Contract").
SFM LLC, Mr. Soros and Mr. Druckenmiller
- ----------------------------------------
The business of SFM LLC is managed through a Management Committee
(the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr.
Gary Gladstein. SFM LLC, a Delaware limited liability company, has its principal
office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its
principal business is to serve, pursuant to contract, as the principal
investment manager to several foreign investment companies (the "SFM Clients").
Mr. Soros, as Chairman of SFM LLC, has the ability to direct the investment
decisions of SFM LLC and as such may be deemed to have investment discretion
over the Shares held for the accounts of the SFM Clients. Mr. Druckenmiller, as
Lead Portfolio Manager of SFM LLC, has the ability to direct the investment
decisions of SFM LLC and as such may be deemed to have investment discretion
over the Shares held for the accounts of the SFM Clients. Set forth in Annex B
hereto and incorporated by reference in response to this Item 2 and elsewhere in
this Schedule 13D as applicable is a list of the Managing Directors of SFM LLC.
The principal occupation of Mr. Soros, a United States citizen,
is his direction of the activities of SFM LLC, which is carried out in his
capacity as Chairman of SFM LLC at SFM LLC's principal office.
The principal occupation of Mr. Druckenmiller, a United States
citizen, is his position as Lead Portfolio Manager and a Member of the
Management Committee of SFM LLC, which is carried out at SFM LLC's principal
office.
Pursuant to regulations promulgated under Section 13(d) of the
Act, SFM LLC, pursuant to the provisions of the QIP Contract, Mr. Soros, in his
capacity as Chairman of SFM LLC, and Mr. Druckenmiller, in his capacity as Lead
Portfolio Manager of SFM LLC, each may be deemed a beneficial owner of the
Shares held for the account of QIP.
During the past five years, none of the Reporting Persons and, to
the best of the Reporting Persons' knowledge, any other person identified in
response to this Item 2 has been (a) convicted in a criminal proceeding, or (b)
a party to any civil proceeding as a result of which he has been subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
<PAGE>
Page 10 of 22 Pages
Item 3. Source and Amount of Funds or Other Consideration.
On March 24, 1997, the Issuer completed an offering of American
Depositary Shares, each representing 10 Shares ("ADSs"), within and outside the
United States and an offering of Shares in Argentina (the "Argentine Offering"
and collectively with the offering of ADSs, the "Combined Offering"). As result
of Argentina law and the provisions of the Issuer's by-laws, prior to the
commencement of the Combined Offering, the Issuer was required to complete a
rights offering (the "Rights Offering") in Argentina for the benefit of existing
shareholders, one of which was QIP. Pursuant to the Rights Offering, existing
shareholders were offered additional Shares of the Issuer.
On March 24, 1997, QIP expended approximately 14,654,597 Pesos of
its working capital to purchase 7,515,178 Shares at a price of 1.95 Pesos per
Share in the Rights Offering. On March 24, 1997, QIP expended approximately
6,989,220 Pesos of its working capital to purchase 3,780,000 Shares at a price
of 1.849 Pesos per Share in the Argentine Offering. On March 24, 1997, QIP
expended approximately 6,469,756 Pesos of its working capital to purchase
3,499,057 Shares at a price of 1.849 Pesos per Share in a private transaction.
The Shares held for the accounts of QIP 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 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the accounts of QIP were acquired or disposed of for investment
purposes. Neither the Reporting Persons nor, to the best of their knowledge, any
of the other persons identified in response to Item 2, has any plans or
proposals that relate to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Each of the Reporting Persons reserves the right to acquire, or
cause to be acquired, additional securities of the Issuer, to dispose, or cause
to be disposed, of such securities at any time or to formulate other purposes,
plans or proposals regarding the Issuer or any of its securities, to the extent
deemed advisable in light of general investment and trading policies of the
Reporting Persons, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Persons may be deemed the beneficial
owner of the 37,061,432 Shares held for the account of QIP (approximately 29.82%
of the total number of Shares outstanding). The above percentages have been
calculated assuming 124,284,392 outstanding Shares.
(b) (i) Each of QIP, QIHMI, QIH Management and SFM LLC (by virtue
of the QIP contract) may be deemed to have the sole power to direct the voting
and disposition of the 37,061,432 Shares held for the account of QIP.
<PAGE>
Page 11 of 22 Pages
(ii) By virtue of the QIP Contract and as a result of their
positions 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 37,061,432 Shares
held for the account of QIP.
(c) Except for the transactions described in Item 3 hereto, which
disclosure is incorporated herein by reference, and a disposition of 5,823,384
Shares at a price of 1.511 Pesos per Share in a private transaction on February
20, 1997, all of which were effected at the direction of SFM LLC, there have
been no transactions effected with respect to the Shares since February 2, 1997
(60 days prior to the date hereof) by any of the Reporting Persons.
The 5,823,384 Shares sold in the private transaction disclosed
above were sold to, among others, Mr. Eduardo S. Elsztain, Chairman of the Board
of the Issuer. Reference is made to the Schedule 13D filed by Mr. Elsztain for
further information concerning his deemed beneficial ownership of such Shares.
Gary Gladstein, a Managing Director of SFM LLC and President of
QIH Management, is a director of each of the Issuer and Emerging Dolphin Ltd.
(d) The shareholders of QIP, including Quantum Industrial
Holdings, Ltd., a British Virgin Islands international business company, have
the right to participate in the receipt of dividends from, or proceeds from the
sale of, the Shares held for the account of QIP in accordance with their
ownership interests in QIP.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In connection with the Combined Offering, QIP entered into an
agreement with the Issuer whereby QIP agreed that it would not sell or otherwise
dispose of any ADSs, Shares or securities convertible into the Shares for a
period of 180 days after March 18, 1997 without the consent of Merrill Lynch &
Co., the global coordinator for the Combined Offering (the "Lock-up Agreement").
The Lock-up Agreement is attached hereto as Exhibit E and the terms thereof are
incorporated herein in response to this Item 6.
From time to time, each of the Reporting Persons and/or the SFM
Clients may lend portfolio securities to brokers, banks or other financial
institutions. These loans typically obligate the borrower to return the
securities, or an equal amount of securities of the same class, to the lender
and typically provide that the borrower is entitled to exercise voting rights
and to retain dividends during the term of the loan. From time to time, to the
extent permitted by applicable law, each of such persons or entities may borrow
Shares for the purpose of effecting, and may effect, short sale transactions,
and may purchase securities for the purpose of closing out short positions in
such securities.
Except as described above, the Reporting Persons and/or the other
SFM Clients do not have any contracts, arrangements, understandings or
relationships with respect to any securities of the Issuer.
<PAGE>
Page 12 of 22 Pages
Item 7. Material to be Filed as Exhibits.
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
C. Joint Filing Agreement dated April 3, 1997 by and among QIP,
QIHMI, QIH Management, SFM LLC, Mr. Soros and Mr. Druckenmiller.
D. Power of Attorney dated May 23, 1996 granted by QIP in favor
of Mr. Gary Gladstein, Mr. Sean Warren and Mr. Michael Neus.
E. Letter Agreement addressed to Merrill Lynch & Co. and Merrill
Lynch International by QIP dated March 18, 1997.
<PAGE>
Page 13 of 22 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: April 3, 1997 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Vice President
QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Vice President
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>
Page 14 of 22 Pages
ANNEX A
Directors and Officers of Quantum Industrial Partners LDC
Name/Title/Citizenship Principal Occupation Business Address
- ---------------------- -------------------- ----------------
Curacao Corporation Managing Director of Kaya Flamboyan 9
Company N.V. Netherlands Antilles Willemstad
Managing Director corporations Curacao,
(Netherlands Antilles) Netherlands Antilles
Inter Caribbean Services Limited Administrative service Citco Building
Secretary Wickhams Cay
(British Virgin Islands) Road Town
Tortola
British Virgin
Islands
Directors and Officers of QIH Management, Inc.
Name/Title/Citizenship Principal Occupation Business Address
- ---------------------- -------------------- ----------------
Gary Gladstein Managing Director of 888 Seventh Avenue
Director and President SFM LLC 33rd Floor
(United States) New York, NY 10106
Sean C. Warren Managing Director of 888 Seventh Avenue
Director, Vice President SFM LLC 33rd Floor
and Secretary New York, NY 10106
(United States)
Peter Streinger Chief Financial Officer 888 Seventh Avenue
Treasurer of SFM LLC 33rd Floor
(United States) New York, NY 10106
Michael C. Neus Assistant General Counsel 888 Seventh Avenue
Vice President and of SFM LLC 33rd Floor
Assistant Secretary New York, NY 10106
(United States)
Except as otherwise disclosed in Item 5, 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>
Page 15 of 22 Pages
ANNEX B
The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC:
Scott K. H. Bessent
Walter Burlock
Brian J. Corvese
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
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.
Except as otherwise disclosed in Item 5, 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>
Page 16 of 22 Pages
EXHIBIT INDEX
Page No.
--------
A. Power of Attorney dated as of January 1, 1997 granted by
Mr. George Soros in favor of Mr. Sean C. Warren and Mr.
Michael C. Neus.........................................................17
B. Power of Attorney dated as of January 1, 1997 granted by
Mr. Stanley F. Druckenmiller in favor of Mr. Sean C. Warren
and Mr. Michael C. Neus.................................................18
C. Joint Filing Agreement dated April 3, 1997 by and among
Quantum Industrial Partners LDC, QIH Management Investor,
L.P., QIH Management, Inc., Soros Fund Management LLC, Mr.
George Soros and Mr. Stanley F. Druckenmiller . ........................19
D. Power of Attorney dated May 23, 1996 granted by Quantum
Industrial Partners LDC in favor of Mr. Gary Gladstein, Mr.
Sean Warren and Mr. Michael Neus........................................20
E. Letter Agreement addressed to Merrill Lynch & Co. and
Merrill Lynch International by Quantum Industrial Partners
LDC dated March 18, 1997................................................21
Page 17 of 22 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, 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, 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 or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with 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: (1)
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
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) 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 attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
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 1st day of
January, 1997.
/s/ George Soros
-------------------------
GEORGE SOROS
Page 18 of 22 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, 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 Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management 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 or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with 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: (1) 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 including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) 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 attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
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 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
-----------------------------------
STANLEY F. DRUCKENMILLER
Page 19 of 22 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
with respect to the Common Stock of Cresud S.A.C.I.F y A. dated April 3, 1997
is, and any amendments thereto 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(f) under the Securities Exchange Act of 1934.
Date: April 3, 1997 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Vice President
QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Vice President
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 20 of 22 Pages
EXHIBIT D
QUANTUM INDUSTRIAL PARTNERS LDC
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned QUANTUM INDUSTRIAL PARTNERS
LDC (the "Company"), an exempted limited duration company existing and operating
under the laws of the Cayman Islands does, pursuant to a duly adopted resolution
of its Managing Director, hereby designate, constitute and appoint:
GARY GLADSTEIN, SEAN WARREN and MICHAEL NEUS
acting, singly and not jointly, as its true and lawful agent and attorney in
fact for the purpose of executing in its name, 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 or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with 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: (1)
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
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
Each attorney-in-fact is hereby authorized and empowered to perform all other
acts and deeds, which he or she in his or her sole discretion deems necessary or
appropriate to carry out to the fullest extent the terms and the intent of the
foregoing. All prior acts of each attorney-in-fact in furtherance of the
foregoing are hereby ratified and confirmed.
IN WITNESS WHEREOF, the Company has caused this document to be execute this 23rd
day of May, 1996.
QUANTUM INDUSTRIAL PARTNERS LDC
-----------------------------------
Curacao Corporation Company N.V.
Managing Director
Page 21 of 22 Pages
EXHIBIT E
March 18, 1997
MERRILL LYNCH & CO.
Merrill, Lynch, Pierce, Fenner & Smith Incorporated,
as U.S. Representative of the several
U.S. Underwriters named in the
within-mentioned U.S. Purchase Agreement
MERRILL LYNCH INTERNATIONAL
as Lead International Representative of the several
International Managers
named in the within-mentioned
International Purchase Agreement
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
North Tower
World Financial Center
New York, New York 10281-1209
RE: Proposed Public Offering by Cresud S.A.C.I.F. y A.
Dear Sirs:
The undersigned, a stockholder of Cresud S.A.C.I.F. y A., an Argentine
corporation (the "Company"), understands that Merrill Lynch & Co. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") propose to enter
into a U.S. Purchase Agreement (the "U.S. Purchase Agreement") with the Company
and Merrill Lynch International proposes to enter into an International Purchase
Agreement (the "International Purchase Agreement") with the Company providing
for the public offering of American Depository Shares (the "ADSs") each
representing ten shares of Common Stock of the Company (the "Shares").
Capitalized terms used but not defined herein shall have the meaning assigned to
them in the U.S. Purchase Agreement. In recognition of the benefit that such an
offering will confer upon the undersigned as a stockholder of the Company, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged and in order to induce the U.S. Managers and the
International Managers to enter into the U.S. Purchase Agreement and the
International Purchase Agreement, the undersigned agrees with each underwriter
to be named in the U.S. Purchase Agreement and the International Purchase
Agreement that, during a period of 180 days from the date hereof, as disclosed
in the preliminary prospectus, the undersigned will not, without the prior
written consent of the Global Coordinator, which consent shall not be
unreasonably withheld, (i) directly or indirectly, offer, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase or otherwise transfer or
dispose of, directly or indirectly, any ADSs or Shares represented thereby, or
any security that constitutes the right to receive ADSs or Shares represented
thereby, or any securities convertible into or exercisable or exchangeable for
ADSs or Shares represented thereby, owned as of the date of this letter by the
undersigned or with respect to which the undersigned has acquired the power of
disposition, or has agreed to acquire in the manner described in the preliminary
prospectus, or file any registration statement under the Securities Act of 1933,
as amended, with respect to any of the foregoing or (ii) enter into any swap or
<PAGE>
Page 22 of 22 Pages
any other agreement or any transaction that transfers, in whole or in part,
directly or indirectly, the economic consequence of the ownership of the ADSs or
Shares represented thereby, whether any such swap or transaction described in
clause (i) or (ii) above is to be settled by delivery of the ADSs or Shares
represented thereby, or such other securities, in cash or otherwise.
Very truly yours,
QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ SEAN C. WARREN
___________________________
Sean C. Warren
Attorney-in-Fact
