-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KLvm1AywzLKPb5eDVRPHQbW+Eflm5Va3tgpmqxp4JR3kbrkJnBpHWLy6Z0q1x730 P2/dt/cBLiDEg6Mp2Ytgmg== 0000921530-00-000039.txt : 20000215 0000921530-00-000039.hdr.sgml : 20000215 ACCESSION NUMBER: 0000921530-00-000039 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000214 GROUP MEMBERS: GEOSOR CORPORATION GROUP MEMBERS: SOROS GEORGE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IRSA INVESTMENTS & REPRESENTATIONS INC CENTRAL INDEX KEY: 0000933267 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54021 FILM NUMBER: 537419 BUSINESS ADDRESS: STREET 1: BOLIVAR 108 CITY: BUENOS AIRES ARGENTI STATE: C1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS GEORGE CENTRAL INDEX KEY: 0000900203 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 212-262--6 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D/A 1 13D #8 RE IRSA INVERSIONES Y REPRESENTACIONES S.A. 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 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! 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 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 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 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 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 EX-99 2 EXHIBIT D - JOINT FILING AGREEMENT 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 -----END PRIVACY-ENHANCED MESSAGE-----