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. 8)*
IRSA INVERSIONES Y REPRESENTACIONES S.A.
________________________________________
(Name of Issuer)
Common Stock,Ps.1 Nominal (Par) Value
_____________________________________
(Title of Class of Securities)
450047204
______________
(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)
February 11, 2000
_____________________________________
(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 that 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 page(s)
Page 1 of 8 Pages
Exhibit Index: Page 7
<PAGE>
SCHEDULE 13D
CUSIP No. 450047204 Page 2 of 8 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
Geosor Corporation
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
New York
7 Sole Voting Power
Number of 10,363,630
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 10,363,630
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,363,630
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
4.89%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 450047204 Page 3 of 8 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
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
10,363,630
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 10,363,630
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,363,630
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
4.89%
14 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 8 Pages
This Amendment No. 8 to Schedule 13D relates to shares of
Common Stock, with a Ps. 1 nominal (par) value (one Argentine peso) (the
"Shares"), of IRSA Inversiones y Representaciones S.A. (the "Issuer"). This
Amendment No. 8 supplementally amends the Initial Statement on Schedule 13D
dated December 29, 1997 and all subsequent amendments thereto (collectively, the
"Initial Statement") filed by the Reporting Persons. This Amendment No. 8 on
Schedule 13D is being filed by the Reporting Persons to report that as a result
of the recent disposition of Shares to the management of the Issuer, the
Reporting Persons no longer may be deemed the beneficial owners of more than
five percent of the outstanding Shares of the Issuer. 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 Backgroud.
This statement is being filed on behalf of each of the
following persons (collectively, the "Reporting Persons"):
(i) Geosor Corporation ("Geosor"); and
(ii) George Soros ("Mr. Soros").
This statement relates to the Shares held for the account of
Geosor.
Item 5. Interest in Securities of the Issuer.
(a) (i) Geosor may be deemed the beneficial owner of the
10,363,630 Shares held for its account, which includes 971,598 GDSs
(approximately 4.89% of the total number of Shares outstanding).
(ii) Mr. Soros may be deemed the beneficial owner of
10,363,630 Shares held for the account of Geosor (approximately 4.89% of the
total number of Shares outstanding).
(b) (i) Each of Geosor and Mr. Soros (as the sole
shareholder and person ultimately in control of Geosor) may be deemed to have
the sole power to direct the voting and disposition of the 10,363,630 Shares
held for the account of Geosor.
(c) Except for the sale by Geosor on February 11, 2000 of
3,500,000 Shares of the Issuer to current members of the Issuer's management at
a price per share of $3.30 in a privately negotiated transaction, there have
been no transactions with respect to the Shares since December 13, 1999 (60 days
prior to the date hereof) by any of the Reporting Persons.
(d) (i) Mr. Soros, the sole shareholder of Geosor, has
the right to participate in the receipt of dividends from, or proceeds from the
sale of, the Shares held for the account of Geosor.
<PAGE>
Page 5 of 8 Pages
(e) Each of Geosor and Mr. Soros ceased to be the
beneficial owner of more than five percent of the Shares on February 11, 2000.
The information set forth above excludes 4,290,279
Shares held for the account of Quantum Dolphin Limited ("Quantum Dolphin"), an
Isle of Man corporation. Geosor is a shareholder of Quantum Dolphin.
<PAGE>
Page 6 of 8 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: February 11, 2000
GEOSOR CORPORATION
By: /S/ MICHAEL C. NEUS
_________________________
Michael C. Neus
Assistant Secretary
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
_______________________
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 7 of 8 Pages
EXHIBIT INDEX
Page No.
--------
D. Joint Filing Agreement dated February 11, 2000 by and
between Mr. George Soros and Geosor Corporation......... 8
Page 8 of 8 pages
EXHIBIT D
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D with respect to the shares of Common Stock of IRSA Inversiones y
Representaciones S.A. dated February 11, 2000 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: February 11, 2000
GEOSOR CORPORATION
By: /S/ MICHAEL C. NEUS
_________________________
Michael C. Neus
Assistant Secretary
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
_______________________
Michael C. Neus
Attorney-in-Fact
