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. 3)*
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)
April 16, 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 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
9 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 14,138,323
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 14,138,323
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
14,138,323
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
11.38%
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 14,138,323
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 14,138,323
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
14,138,323
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
11.38%
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 14,138,323
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 14,138,323
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
14,138,323
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
11.38%
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 14,138,323
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 14,138,323
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
14,138,323
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
11.38%
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 14,138,323
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
14,138,323
11 Aggregate Amount Beneficially Owned by Each Reporting Person
14,138,323
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
11.38%
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 14,138,323
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
14,138,323
11 Aggregate Amount Beneficially Owned by Each Reporting Person
14,138,323
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
11.38%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 12 Pages
This Amendment No. 3 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. 3 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. 3 is being filed by the Reporting Persons to
report that as a result of the recent disposition of Shares of the Issuer, 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) Each of the Reporting Persons may be deemed the beneficial
owner of the 14,138,323 Shares held for the account of QIP (approximately 11.38%
of the total number of Shares outstanding).
(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 14,138,323 Shares held for the account of QIP.
(ii)Each of Mr. Soros and Mr. Druckenmiller, as a result
of their positions with SFM LLC, may be deemed to have shared power to direct
the voting and disposition of the 14,138,323 Shares held for the account of QIP.
(c) Except for the transactions disclosed on Annex B hereto,
there have been no transactions effected with respect to the Shares since March
7, 1999 (60 days prior to the date hereof) by any of the Reporting Persons. The
<PAGE>
Page 9 of 12 Pages
Shares were sold to certain affiliates of the Issuer, including persons
affiliated with Consultores (as defined below) and Mr. Elsztain (as defined
below).
(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.
<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: May 6, 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
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, as well as
the number of Shares, if any, held for the account of each:
Number of Shares
Scott K. H. Bessent
Walter Burlock
Brian J. Corvese
L. Kevin Dann
Gary Gladstein....................................290,237/1/
Ron Hiram
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty
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)
except for the transactions set forth below, has not effected any
transactions in the Shares since March 7, 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.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Date of
Transaction Nature Number of Shares Price Per Share/2/
----------- ------ ---------------- ------------------
Gary Gladstein 4/16/99 Purchase 93,197 1.073
/1/ Excludes an aggregate of 288,290 Shares held by certain of Mr. Gary Gladstein's children.
/2/ In Argentinian Pesos.
</TABLE>
<PAGE>
Page 12 of 12 Pages
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
CRESUD S.A.C.I.F. y A.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Date of Nature of Number of
For the Account of Transaction Transaction Shares Price Per Share/1/
- ------------------ ----------- ----------- ------ ------------------
Quantum Industrial 04/16/99 Sell 14,138,323 1.073
Partners LDC
</TABLE>
/1/ In Argentinian Pesos.
