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)
Patrick J. Dooley, 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 12 Pages
Exhibit Index: 7
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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
EDUARDO S. ELSZTAIN
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [ ]
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 11,086,601
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 11,086,601
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
11,086,601
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
8.80%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 12 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 Person (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 Eduardo S. Elsztain
(the "Reporting Person"), a citizen of the Republic of Argentina. The Reporting
Person's business address is Bolivar 108 1er Piso Capital Federal, Buenos Aires,
Argentina, and his principal occupation is serving as Chairman of the Board of
each of the Issuer, Consultores (as defined below) and IRSA Inversiones y
Representaciones Sociedad Anonima, an Argentine real estate company.
The Reporting Person is the Chairman and majority shareholder of
Consultores Asset Management S.A. (formerly Consultores de Inversiones
Bursatiles y Financiera S.A., hereinafter referred to as "Consultores"), a
company which provides investment advice with respect to securities held for the
account of Emerging Dolphin Ltd. ("Emerging Dolphin"). The principal business
address of Consultores is Bolivar 108 1er Piso Capital Federal, Buenos Aires,
Argentina. The principal business address of Emerging Dolphin is Saint James
Chambers, Athol Street, Douglas, Island of Man.
Consultores also manages a specialized portfolio investment
program for funds of which Soros Fund Management LLC is the principal investment
manager. In particular, Consultores serves as one of the investment managers for
Quantum Industrial Partners LDC, one of such funds ("QIP"). Reference is made to
the Schedule 13D filing by QIP for information concerning QIP's deemed
beneficial ownership of Shares.
During the past five years, neither of Mr. Elsztain, Consultores,
Emerging Dolphin, nor, to the best of the Reporting Person's knowledge, any
other person mentioned in 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.
Item 3. Source and Amount of Funds or Other Consideration.
On or about March 24, 1997, the Issuer completed an offering of
American Depositary Shares ("ADSs") inside and outside the United States and an
offering of Shares in Argentina (the "Argentine Offering" and collectively with
the offerings of ADSs, the "Combined Offering"). On February 26, 1997,
Consultores expended approximately 6,525,992 Pesos of the personal funds of the
Reporting Person to purchase 4,318,703 Shares for his account at a price of
$1.511 per Share in a private transaction with QIP. On or about March 24, 1997,
Consultores expended approximately (i) 1,497,690 Pesos of the working capital of
Emerging Dolphin to purchase 1,323,750 Shares at a price of 1.845 Pesos per
Share, and (ii) 1,494,450 Pesos of the personal funds of certain of its other
<PAGE>
Page 4 of 12 Pages
clients to purchase 810,000 Shares at a price of 1.845 Pesos per Share in the
Argentine Offering.
The Shares held for the accounts of the Reporting Person, and
clients of Consultores, including Emerging Dolphin, 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 the Reporting Person and clients of
Consultores, including Emerging Dolphin, were acquired or disposed of for
investment purposes. None of the Reporting Person, Consultores and Emerging
Dolphin 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 Reporting Person, Consultores, Emerging Dolphin and/or
other clients of Consultores reserve 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
Person and/or the clients of Consultores, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person may be deemed the beneficial owner of
11,086,601 Shares (approximately 8.80% of the total number of Shares
outstanding). This number consists of (i) 5,441,485 Shares held for the account
of the Reporting Person, (ii) 4,835,116 Shares held for the account of Emerging
Dolphin, and (iii) 810,000 Shares held for the accounts of other clients of
Consultores.
In addition, certain of the Reporting Person's family
members, some of whom are officers of the Issuer, own an aggregate of 153,500
Shares (approximately 0.12% of the total number of Shares outstanding). The
Reporting Person expressly disclaims beneficial ownership of such Shares.
The above percentages have been calculated assuming
124,284,392 outstanding Shares.
(b) The Reporting Person may be deemed to have sole voting and
dispositive power over the 5,441,485 Shares held for his account. The Reporting
Person, by virtue of his position with Consultores and its management contract
with Emerging Dolphin, also may be deemed to have the sole power to direct the
voting and disposition of the 4,835,116 Shares held for the account of Emerging
Dolphin and the 810,000 Shares held for the accounts of other clients of
Consultores.
(c) Except for the transactions described in Item 3 hereto,which
disclosure is incorporated herein by reference, 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.
(d) The Reporting Person has the sole right to participate in
the receipt of dividends from, or proceeds from the sale of, the Shares held for
his account.
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Page 5 of 12 Pages
The shareholders of Emerging Dolphin have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held for the account of Emerging Dolphin in accordance with their
ownership interests in Emerging Dolphin.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In connection with the Combined Offering, the Reporting Person
entered into an agreement with the Issuer whereby the Reporting Person 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 May 18, 1997 without
the consent of Merrill Lynch & Co., the global coordinator for the Combined
Offering (the "Elsztain Lock-Up Agreement"). In addition, Emerging Dolphin
entered into an agreement with the Issuer whereby Emerging Dolphin agreed that
it would not sell or otherwise dispose of any ADSs, Shares or securities
convertible into the Shares for a period of 90 days after May 18, 1997 without
the consent of Merrill Lynch & Co., the global coordinator for the Combined
Offering (the "Emerging Dolphin Lock-Up Agreement"). The Elsztain Lock-Up
Agreement and the Emerging Dolphin Lock-Up Agreement are attached hereto as
Exhibit A and Exhibit B, respectively.
From time to time, each of the Reporting Person and/or
Consultores 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, Consultores and
Emerging Dolphin do not have any contracts, arrangements, understandings or
relationships with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
A. Letter Agreement addressed to Merrill Lynch & Co. and Merrill Lynch
International by Eduardo S. Elszstain dated March 18, 1997.
B. Letter Agreement addressed to Merrill Lynch & Co. and Merrill Lynch
International by Emerging Dolphin dated March 18, 1997.
C. Power of Attorney dated as of April 3, 1997 by the Reporting Person in
favor of Saul Zang.
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Page 6 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: April 3, 1997
EDUARDO S. ELSZTAIN
By: /S/ SAUL ZANG
-----------------------------
Saul Zang
Attorney-in-Fact
<PAGE>
Page 7 of 12 Pages
EXHIBIT INDEX
Page No.
-------
A. Letter Agreement addressed to Merrill Lynch & Co. and
Merrill Lynch International by Eduardo S. Elszstain dated
March 18, 1997...................................................... 8
B. Letter Agreement addressed to Merrill Lynch & Co. and
Merrill Lynch International by Emerging Dolphin Ltd. dated
March 18, 1997. ................................................... 10
C. Power of Attorney dated as of April 3, 1997 by Eduardo S.
Elsztain in favor of Saul Zang......................................12
Page 8 of 12 Pages
EXHIBIT A
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
<PAGE>
Page 9 of 12 Pages
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
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,
/s/ Eduardo S. Elsztain
- ------------------------
Name: Eduardo S. Elsztain
Title: Chairman of the Board of Cresud
Page 10 of 12 Pages
EXHIBIT B
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 90 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
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Page 11 of 12 Pages
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 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,
EMERGING DOLPHIN LTD.
/s/ Eduardo S. Elsztain
- ------------------------
Name: Eduardo S. Elsztain
Title: Director
Page 12 of 12 Pages
EXHIBIT C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, EDUARDO S. ELSZTAIN, hereby make,
constitute and appoint SAUL ZANG 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 Consultores Asset Management S.A. ("Consultores") or in
other capacities with Consultores, 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 3rd day of April,
1997.
/s/ Eduardo S. Elsztain
-----------------------------------
Eduardo S. Elsztain
