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. 4)*
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 23, 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 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
[ ].
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 pages)
Page 1 of 13 Pages
<PAGE>
Page 2 of 13 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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 13 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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 13 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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 13 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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 13 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 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 13 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 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 13 Pages
This Amendment No. 4 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. 4 supplementally amends the initial
statement on Schedule 13D dated April 3, 1997 and all amendments thereto
(collectively, the "Initial Statement"), filed by the Reporting Persons (as
defined herein). This Amendment No. 4 is being filed by the Reporting Persons to
report that as a result of the recent transfer of Shares of the Issuer to an
entity in which certain SFM Clients (as previously defined), affiliates of Mr.
Soros (as defined herein) and certain Managing Directors of SFM LLC (as
previously defined) are shareholders, the number of Shares of which certain of
the Reporting Persons may be deemed to be the beneficial owners 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) 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. Updated information concerning the Managing Directors of SFM LLC is
attached hereto as Annex A.
Item 5. Interest in Securities of the Issuer.
(a) Not applicable.
(b) Not applicable.
(c) Except for the transactions disclosed on Annex B
hereto, there have been no transactions effected with respect to the Shares
since June 28, 1999 (60 days prior to the date hereof) by any of the Reporting
Persons.
(d) Not applicable.
(e) The Reporting Persons ceased to be the beneficial
owners of more than five percent of the class of Shares on August 23, 1999.
<PAGE>
Page 9 of 13 Pages
In private transactions, QIP sold 14,138,323 Shares at 1.06
Argentinean Pesos per Share to Quantum Dolphin Limited ("Quantum Dolphin"), an
Isle of Man corporation. Certain SFM Clients, affiliates of Mr. Soros 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.
<PAGE>
Page 10 of 13 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 27, 1999 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
<PAGE>
Page 11 of 13 Pages
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 12 of 13 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:
Number of Shares
Scott K. H. Bessent
Walter Burlock
L. Kevin Dann
Gary Gladstein.........................................1,129,010/1/
Ron Hiram
Sheldon Kasowitz
David N. Kowitz
Carson Levit
Alexander C. McAree
Steven Okin
Frank Sica
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) The consideration used for purchasing the Shares reported above was
the personal funds of each of the Managing Directors who purchased such
Shares.
(b) All of the Shares reported above were acquired for investment
purposes.
(c) Each of the Managing Directors (i) holds the Shares reported above
as being held for his or her own account, (ii) has the sole power to
vote or dispose of such Shares and has the right to receive the
dividends from, or proceeds from the sale of, the Shares, and (iii) has
not effected any transactions in the Shares since June 28, 1999 (60
days prior to the date hereof).
(d) Except for Mr. Gary Gladstein, who is a member of the Board of
Directors of the Issuer, none of the Managing Directors has any
contracts, arrangements, understandings or relationships with respect
to the Shares.
/1/ Excludes an aggregate of 288,290 Shares held by certain of Mr. Gary
Gladstein's children.
<PAGE>
Page 13 of 13 Pages
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
CRESUD S.A.C.I.F. y A.
<TABLE>
<CAPTION>
Date of Nature of Number of
For the Account of Transaction Transaction Shares Price Per Share/1/
- ------------------ ----------- ----------- ------ ------------------
<S> <C> <C> <C> <C>
Quantum Industrial 8/23/99 SELL 8,958,882 1.06
Partners LDC
Quantum Industrial 8/23/99 SELL 5,179,441 1.06
Partners LDC
/1/ In Argentinean Pesos.
</TABLE>
