SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
October 1, 1998
-----------------------
(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 [_].
*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 9 Pages
<PAGE>
Page 2 of 9 Pages
SCHEDULE 13D
CUSIP No. 450047204
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Geosor Corporation
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
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
New York
7 Sole Voting Power
Number of 22,655,586
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Reporting 9 Sole Dispositive Power
Person 22,655,586
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
22,655,586
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
11.87%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 9 Pages
SCHEDULE 13D
CUSIP No. 450047204
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 7,650,069
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 7,650,069
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,650,069
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
4.01%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 9 Pages
SCHEDULE 13D
CUSIP No. 450047204
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*
AF
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 22,655,586
Shares
Beneficially 8 Shared Voting Power
Owned By 7,650,069
Each
Reporting 9 Sole Dispositive Power
Person 22,655,586
With
10 Shared Dispositive Power
7,650,069
11 Aggregate Amount Beneficially Owned by Each Reporting Person
30,305,655
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
15.88%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 9 Pages
SCHEDULE 13D
CUSIP No. 450047204
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 7,650,069
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
7,650,069
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,650,069
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
4.01%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 9 Pages
This Amendment No. 5 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. 5
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. 5 on Schedule 13D
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 the beneficial owners has decreased by more
than one percent of the total number of outstanding Shares. 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) Geosor Corporation ("Geosor");
ii) Soros Fund Management LLC ("SFM LLC");
iii) George Soros ("Mr. Soros"); and
iv) Stanley F. Druckenmiller ("Mr. Druckenmiller").
This Statement relates to Shares held for the accounts of Geosor
and Quantum Realty.
Item 3. Source and Amount of Funds or Other Consideration.
Geosor expended approximately $1,938,450 of its working capital
to purchase the securities reported herein as being acquired since August 4,
1998 (the date of filing of the last statement on Schedule 13D).
The Shares held for the accounts of Geosor, Quantum Realty and/or
other SFM Clients 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 5. Interest in Securities of the Issuer.
(a) (i) Geosor may be deemed the beneficial owner of the
22,655,586 Shares held for its account, which includes 2,202,657 GDSs
(approximately 11.87% of the total number of Shares outstanding).
(ii) Each of SFM LLC and Mr. Druckenmiller may be deemed the
beneficial owner of the 7,650,069 Shares held for the account of Quantum Realty,
which includes 698,458 GDSs, (approximately 4.01% of the total number of Shares
outstanding).
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Page 7 of 9 Pages
(iii)Mr. Soros may be deemed the beneficial owner of
30,305,655 Shares (approximately 15.88% of the total number of Shares
outstanding). This number consists of: (A) the 22,655,586 Shares held for the
account of Geosor and (B) the 7,650,069 Shares held for the account of Quantum
Realty.
(b) (i) Pursuant to the contract between Quantum Realty and SFM
LLC, SFM LLC may be deemed to have the sole power to direct the voting and
disposition of the 7,650,069 Shares held for the account of Quantum Realty.
(ii) Pursuant to the contract between Quantum Realty and SFM
LLC and as a result of the positions held by Mr. Soros and Mr. Druckenmiller
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 7,650,069 Shares held
for the account of Quantum Realty.
(iii)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 22,655,586 Shares held for the
account of Geosor.
(c) Except for the transactions disclosed on Annex A
hereto, all of which were effected on the Buenos Aires Stock Exchange in routine
brokerage transactions, there have been no transactions with respect to the
Shares since August 4, 1998 (the date of filing of the last statement on
Schedule 13D) by any of the Reporting Persons or Quantum Realty.
(d) (i) The shareholders of Quantum Realty have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held for the account of Quantum Realty in accordance with their ownership
interests in Quantum Realty.
(ii) The 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.
(e) Not applicable.
The information set forth above excludes 689,003 Shares held for
the account of Quantum Dolphin Limited ("Quantum Dolphin"), an Isle of Man
corporation. Geosor, certain SFM clients 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.
Each of SFM LLC and Mr. Druckenmiller expressly disclaims
beneficial ownership of any Shares not held for the account of Quantum Realty
and/or other SFM Clients. Geosor expressly disclaims beneficial ownership of any
Shares not held for its account. Mr. Soros expressly disclaims beneficial
ownership of any Shares not held for the accounts of Quantum Realty, other SFM
Clients and/or Geosor.
<PAGE>
Page 8 of 9 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: October 8, 1998
GEOSOR CORPORATION
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Assistant Secretary
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
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Page 9 of 9 Pages
ANNEX A
RECENT TRANSACTIONS IN THE COMMON STOCK OF
IRSA INVERSIONES Y REPRESENTACIONES S.A.
Date of Nature of
For the Account of Transaction Transaction Number of Shares Price Per Share
- ------------------ ----------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C>
Geosor 8/03/98 SELL 11,000 3.6859
8/28/98 BUY 750,000 2.4205
8/31/98 BUY 45,000 2.7350
Quantum Realty 8/3/98 SELL 11,000 3.6859
10/1/98 SELL 2,894,820 2.0250
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