UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
August 12, 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 12 Pages
<PAGE>
Page 2 of 12 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*
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
Cayman Islands
7 Sole Voting Power
Number of 35,733,275
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 35,733,275
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
35,733,275
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
28.75%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 12 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*
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 35,733,275
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 35,733,275
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
35,733,275
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
28.75%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 12 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*
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 35,733,275
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 35,733,275
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
35,733,275
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
28.75%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 12 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*
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 35,733,275
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 35,733,275
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
35,733,275
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
28.75%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 12 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*
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 35,733,275
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
35,733,275
11 Aggregate Amount Beneficially Owned by Each Reporting Person
35,733,275
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
28.75%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 12 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*
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 35,733,275
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
35,733,275
11 Aggregate Amount Beneficially Owned by Each Reporting Person
35,733,275
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
28.75%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 12 Pages
This Amendment No. 1 to 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 Amendment No. 1 supplementally amends the initial statement
on Schedule 13D dated April 3, 1997, filed by the Reporting Persons (as defined
herein) (the "Initial Statement"). This Amendment No. 1 is being filed by the
Reporting Persons to report the recent disposition of Shares held for the
account of Quantum International Partners LDC, a Cayman Islands exempted limited
duration company ("QIP"), as a result of which the percentage of Shares of which
the Reporting Persons may be deemed to be the beneficial owner has decreased by
more than one percent. 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) 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.
Updated information concerning the Managing Directors of SFM LLC is attached
hereto as Annex A.
Item 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Persons may be deemed the beneficial
owner of the 35,733,275 Shares held for the account of QIP (approximately 28.75%
of the total number of Shares outstanding).
The above percentage has 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 35,733,275 Shares held for the account of QIP.
(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 35,783,275 Shares
held for the account of QIP.
<PAGE>
Page 9 of 12 Pages
(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 effected with respect to the
Shares since June 23, 1997 (60 days prior to the date hereof) by any of the
Reporting Persons.
(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.
Pursuant to a power of attorney, Consultores Asset Management,
S.A. ("Consultores"), an Argentine company which provides investment advice with
respect to securities, may be deemed to have certain power to effect
transactions in the Shares held by QIP, which power would generally not be
exercised without the approval or authorization of SFM LLC. Reference is made to
the Schedule 13D, as the same may be amended from time to time, filed by Mr.
Eduardo S. Elsztain ("Mr. Elsztain"), the Chairman and majority shareholder of
Consultores, for further information concerning Consultores and Shares held by
or on behalf of Consultores and Mr. Elsztain.
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 (filed as Exhibit A
to the Initial Statement and incorporated herein by reference).
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 (filed as
Exhibit B to the Initial Statement and incorporated herein by reference).
C. Joint Filing Agreement dated March 31, 1997 by and among
QIP, QIHMI, QIH Management, SFM LLC, Mr. Soros and Mr. Druckenmiller (filed as
Exhibit C to the Initial Statement and incorporated herein by reference).
D. Power of Attorney dated May 23, 1996 granted by QIP in favor
of Mr. Gary Gladstein, Mr. Sean Warren and Mr. Michael Neus (filed as Exhibit D
to the Initial Statement and incorporated herein by reference).
<PAGE>
Page 10 of 12 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 22, 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 11 of 12 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:
Scott K. H. Bessent
Walter Burlock
Brian J. Corvese
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
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
John Zwaanstra
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>
<TABLE>
<CAPTION>
Page 12 of 12 Pages
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
CRESUD S.A.C.I.F. y A.
Date of Nature of Number of
For the Account of Transaction Transaction Shares Price Per Share
- ------------------ ----------- ----------- ------ ---------------
<S> <C> <C> <C> <C>
Quantum Industrial 07/17/97 Sell 31,300 2.311
Partners 08/11/97 Sell 200,000 2.312
08/12/97 Sell 100,000 2.331
08/15/97 Sell 50,000 2.341
</TABLE>
