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. 6)*
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)
July 21, 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 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
<PAGE>
Page 2 of 8 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*
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 23,059,098
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Reporting 9 Sole Dispositive Power
Person 23,059,098
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
23,059,098
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
12.08%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 8 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 1,999,250
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,999,250
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,999,250
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.05%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 8 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*
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 23,059,098
Shares
Beneficially 8 Shared Voting Power
Owned By 1,999,250
Each
Reporting 9 Sole Dispositive Power
Person 23,059,098
With
10 Shared Dispositive Power
1,999,250
11 Aggregate Amount Beneficially Owned by Each Reporting Person
25,058,348
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
13.13%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 8 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 1,999,250
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,999,250
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,999,250
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.05%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 8 Pages
This Amendment No. 6 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. 6
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. 6 on Schedule 13D
is being filed by the Reporting Persons to report that as a result of the recent
transfer of Shares to current members of the Issuer's management, 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 5. Interest in Securities of the Issuer.
(a) (i) Geosor may be deemed the beneficial owner of the 23,059,098
Shares held for its account, which includes 2,241,888 GDSs (approximately 12.08%
of the total number of Shares outstanding).
(ii) Each of SFM LLC and Mr. Druckenmiller may be deemed the
beneficial owner of the 1,999,250 Shares held for the account of Quantum Realty,
which includes 199,925 GDSs, (approximately 1.05% of the total number of Shares
outstanding).
(iii) Mr. Soros may be deemed the beneficial owner of 25,058,348
Shares (approximately 13.13% of the total number of Shares outstanding). This
number consists of: (A) the 23,059,098 Shares held for the account of Geosor and
(B) the 1,999,250 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 1,999,250 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 1,999,250 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 23,059,098 Shares held for the account
of Geosor.
(c) Except for the sale by Quantum Realty on July 21, 1999 of
4,772,730 Shares of the Issuer to current members of the Issuer's management at
a price per share of $3.00 in a privately negotiated transaction, there have
been no transactions with respect to the Shares since May 24, 1999 (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) 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.
(e) Not applicable.
<PAGE>
Page 7 of 8 Pages
The information set forth above excludes 1,282,337 Shares (which
assumes conversion of 2,500 GDSs) 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. 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 and/or Geosor.
<PAGE>
Page 8 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: July 23, 1999
GEOSOR CORPORATION
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Assistant Secretary
SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
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Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
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Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
