SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
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)
May 6, 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 10 Pages
<PAGE>
Page 2 of 10 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 25,065,163
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Reporting 9 Sole Dispositive Power
Person 25,065,163
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
25,065,163
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
13.13%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 10 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*
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
Delaware
7 Sole Voting Power
Number of 11,391,613
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 11,391,613
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
11,391,613
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.97%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 10 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 25,065,163
Shares
Beneficially 8 Shared Voting Power
Owned By 11,391,613
Each
Reporting 9 Sole Dispositive Power
Person 25,065,163
With
10 Shared Dispositive Power
11,391,613
11 Aggregate Amount Beneficially Owned by Each Reporting Person
36,456,776
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
19.10%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 10 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*
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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 11,391,613
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
11,391,613
11 Aggregate Amount Beneficially Owned by Each Reporting Person
11,391,613
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.97%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 10 Pages
This Amendment No. 2 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. 2
supplementally amends the Initial Statement on Schedule 13D dated December 29,
1997 and Amendment No. 1 thereto dated February 23, 1998 (collectively, the
"Initial Statement") filed by the Reporting Persons. This Amendment No. 2 on
Schedule 13D is being filed by the Reporting Persons to report that as a result
of the recent dispositions 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. Updated information concerning the Managing Directors of SFM
LLC is attached hereto as Annex A and incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
Geosor expended approximately $8,660,104 of its working capital
to purchase the securities reported herein as being acquired since March 15,
1998 (60 days prior to the date hereof).
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
25,065,163 Shares held for its account, which includes 2,373,159 GDSs
(approximately 13.13% of the total number of Shares outstanding).
(ii) Each of SFM LLC and Mr. Druckenmiller may be deemed the
beneficial owner of the 11,391,613 Shares held for the account of Quantum
Realty, which includes 987,940 GDSs, (approximately 5.97% of the total number of
Shares outstanding).
<PAGE>
Page 7 of 10 Pages
(iii) Mr. Soros may be deemed the beneficial owner of
36,456,776 Shares (approximately 19.10% of the total number of Shares
outstanding). This number consists of: (A) the 25,065,163 Shares held for the
account of Geosor and (B) the 11,391,613 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 11,391,613 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 11,391,613 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 25,065,163 Shares held for the
account of Geosor.
(c) Except for the transactions disclosed on Annex B
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 March 15, 1998 (60 days prior to the date hereof) 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 4,742,363 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 10 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 13, 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
<PAGE>
Page 9 of 10 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:
Scott K. H. Bessent
Walter Burlock
Brian J. Corvese
L. Kevin Dann
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Ron Hiram
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Frank Sica
Mark D. Sonnino
Filiberto H. Verticelli
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) None of the above persons holds any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
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Page 10 of 10 Pages
ANNEX B
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 3/20/98 SELL 75,000 3.6900
3/23/98 SELL 29,300 3.7248
3/26/98 SELL 155,250 3.7225
3/27/98 SELL 127,560 3.7701
3/31/98 SELL 42,500 3.7653
4/3/98 SELL 50,000 3.7956
4/3/98 BUY 152,000 3.5829
4/6/98 SELL 10,640 3.6203
4/6/98 SELL 100,000 3.6291
4/7/98 BUY 87,170 3.6194
4/28/98 SELL 50,000 3.7795
4/29/98 SELL 100,000 3.7999
5/4/98 SELL 120,000 3.9456
5/5/98 SELL 50,403 3.8798
5/5/98 SELL 100,000 3.8798
5/5/98 SELL 105,597 3.8798
5/8/98 BUY 2,000,000 3.9000
5/8/98 SELL 46,403 3.8503
5/8/98 SELL 87,170 3.8503
5/8/98 SELL 666,427 3.8503
5/8/98 SELL 200,000/1/ 39.0000
Quantum Realty 5/5/98 SELL 256,000 3.8759
5/6/98 SELL 384,000 3.8606
5/6/98 SELL 666,000 3.8503
- --------------
/1/ Sale of 200,000 GDSs (1 GDS = 10 Shares).
</TABLE>
