UNITED STATES
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)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
HERSHA HOSPITALITY TRUST
(Name of Issuer)
Class A Common Shares of beneficial interest, US$ 0.01 par value per share
(Title of Class of Securities)
427825104
(CUSIP Number)
Saúl Zang
Juan Manuel Quintana
Carolina Zang
María de los Ángeles del Prado
Estudio Zang, Bergel y Viñes
Florida 537, 18th Floor
Buenos Aires, Argentina
+54(11) 4322-0033
(Name, Address and Telephone Number of Person
authorized to Receive Notices and Communications)
March 19, 2010
(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), Rule 13d-1(f) or Rule 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 for other parties to who 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 (“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).
SCHEDULE 13D
| CUSIP No. 427825104
|
Page 2 of 33 Pages
|
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Eduardo S. Elsztain
| |||||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x (b) ¨ | ||||||||
| 3. | SEC USE ONLY
| |||||||||
| 4. | SOURCE OF FUNDS
AF - 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
Republic of Argentina
| |||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
3,600
| ||||||||
| 8. | SHARED VOTING POWER
21,207,156
| |||||||||
| 9. | SOLE DISPOSITIVE POWER
3,600
| |||||||||
| 10. | SHARED DISPOSITIVE POWER
21,207,756
| |||||||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,210,756
| |||||||||
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||||||||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.85%
| |||||||||
| 14. |
TYPE OF REPORTING PERSON
IN
| |||||||||
SCHEDULE 13D
| CUSIP No. 427825104
|
Page 3 of 33 Pages
|
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Agroinvestment S.A.
| |||||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x (b) ¨ | ||||||||
| 3. | SEC USE ONLY
| |||||||||
| 4. | SOURCE OF FUNDS
AF - 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
Republic of Uruguay
| |||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
0
| ||||||||
| 8. | SHARED VOTING POWER
21,210,756
| |||||||||
| 9. | SOLE DISPOSITIVE POWER
0
| |||||||||
| 10. | SHARED DISPOSITIVE POWER
21,210,756
| |||||||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,210,756
| |||||||||
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||||||||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.85%
| |||||||||
| 14. |
TYPE OF REPORTING PERSON
CO
| |||||||||
SCHEDULE 13D
| CUSIP No. 427825104
|
Page 4 of 33 Pages
|
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Idalgir S.A.
| |||||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x (b) ¨ | ||||||||
| 3. | SEC USE ONLY
| |||||||||
| 4. | SOURCE OF FUNDS
AF - 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
Republic of Uruguay
| |||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
0
| ||||||||
| 8. | SHARED VOTING POWER
21,210,756
| |||||||||
| 9. | SOLE DISPOSITIVE POWER
0
| |||||||||
| 10. | SHARED DISPOSITIVE POWER
21,210,756
| |||||||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,210,756
| |||||||||
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||||||||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.85%
| |||||||||
| 14. |
TYPE OF REPORTING PERSON
CO
| |||||||||
SCHEDULE 13D
| CUSIP No. 427825104
|
Page 5 of 33 Pages
|
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
IFIS Limited
| |||||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x (b) ¨ | ||||||||
| 3. | SEC USE ONLY
| |||||||||
| 4. | SOURCE OF FUNDS
AF - 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
Bermuda
| |||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
0
| ||||||||
| 8. | SHARED VOTING POWER
21,210,756
| |||||||||
| 9. | SOLE DISPOSITIVE POWER
0
| |||||||||
| 10. | SHARED DISPOSITIVE POWER
21,210,756
| |||||||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,210,756
| |||||||||
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||||||||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.85%
| |||||||||
| 14. |
TYPE OF REPORTING PERSON
CO
| |||||||||
SCHEDULE 13D
| CUSIP No. 427825104
|
Page 6 of 33 Pages
|
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Inversiones Financieras del Sur S.A.
| |||||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x (b) ¨ | ||||||||
| 3. | SEC USE ONLY
| |||||||||
| 4. | SOURCE OF FUNDS
AF - 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
Republic of Uruguay
| |||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
0
| ||||||||
| 8. | SHARED VOTING POWER
21,210,756
| |||||||||
| 9. | SOLE DISPOSITIVE POWER
0
| |||||||||
| 10. | SHARED DISPOSITIVE POWER
21,210,756
| |||||||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,210,756
| |||||||||
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||||||||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.85%
| |||||||||
| 14. |
TYPE OF REPORTING PERSON
CO
| |||||||||
SCHEDULE 13D
| CUSIP No. 427825104
|
Page 7 of 33 Pages
|
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Cresud Sociedad Anónima Comercial Inmobiliaria Financiera y Agropecuaria
| |||||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x (b) ¨ | ||||||||
| 3. | SEC USE ONLY
| |||||||||
| 4. | SOURCE OF FUNDS
AF - 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
Republic of Argentina
| |||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
0
| ||||||||
| 8. | SHARED VOTING POWER
21,210,756
| |||||||||
| 9. | SOLE DISPOSITIVE POWER
0
| |||||||||
| 10. | SHARED DISPOSITIVE POWER
21,210,756
| |||||||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,210,756
| |||||||||
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||||||||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.85%
| |||||||||
| 14. |
TYPE OF REPORTING PERSON
CO
| |||||||||
| CUSIP No. 427825104
|
Page 8 of 33 Pages
|
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Dolphin Fund Ltd
| |||||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x (b) ¨ | ||||||||
| 3. | SEC USE ONLY
| |||||||||
| 4. | SOURCE OF FUNDS
AF - 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
Bermuda
| |||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
333,333
| ||||||||
| 8. | SHARED VOTING POWER
20,877,423
| |||||||||
| 9. | SOLE DISPOSITIVE POWER
333,333
| |||||||||
| 10. | SHARED DISPOSITIVE POWER
20,877,423
| |||||||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,210,756
| |||||||||
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||||||||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.85%
| |||||||||
| 14. |
TYPE OF REPORTING PERSON
OO
| |||||||||
| CUSIP No. 427825104
|
Page 9 of 33 Pages
|
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Consultores Venture Capital Limited
| |||||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x (b) ¨ | ||||||||
| 3. | SEC USE ONLY
| |||||||||
| 4. | SOURCE OF FUNDS
AF - 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
Cayman Islands
| |||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
0
| ||||||||
| 8. | SHARED VOTING POWER
21,210,756
| |||||||||
| 9. | SOLE DISPOSITIVE POWER
0
| |||||||||
| 10. | SHARED DISPOSITIVE POWER
21,210,756
| |||||||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,210,756
| |||||||||
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||||||||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.85%
| |||||||||
| 14. |
TYPE OF REPORTING PERSON
CO
| |||||||||
| CUSIP No. 427825104
|
Page 10 of 33 Pages
|
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Agrology S.A.
| |||||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x (b) ¨ | ||||||||
| 3. | SEC USE ONLY
| |||||||||
| 4. | SOURCE OF FUNDS
AF - 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
Argentina
| |||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
0
| ||||||||
| 8. | SHARED VOTING POWER
21,210,756
| |||||||||
| 9. | SOLE DISPOSITIVE POWER
0
| |||||||||
| 10. | SHARED DISPOSITIVE POWER
21,210,756
| |||||||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,210,756
| |||||||||
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||||||||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.85%
| |||||||||
| 14. |
TYPE OF REPORTING PERSON
CO
| |||||||||
| CUSIP No. 427825104
|
Page 11 of 33 Pages
|
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Consultores Assets Management S.A.
| |||||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x (b) ¨ | ||||||||
| 3. | SEC USE ONLY
| |||||||||
| 4. | SOURCE OF FUNDS
AF - 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
Argentina
| |||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
0
| ||||||||
| 8. | SHARED VOTING POWER
21,210,756
| |||||||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||||||
| 10. | SHARED DISPOSITIVE POWER
21,210,756
| |||||||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,210,756
| |||||||||
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||||||||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.85%
| |||||||||
| 14. |
TYPE OF REPORTING PERSON
CO
| |||||||||
| CUSIP No. 427825104
|
Page 12 of 33 Pages
|
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Consultores Venture Capital Uruguay S.A.
| |||||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x (b) ¨ | ||||||||
| 3. | SEC USE ONLY
| |||||||||
| 4. | SOURCE OF FUNDS
AF - 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
Republic of Uruguay
| |||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
0
| ||||||||
| 8. | SHARED VOTING POWER
21,210,756
| |||||||||
| 9. | SOLE DISPOSITIVE POWER
0
| |||||||||
| 10. | SHARED DISPOSITIVE POWER
21,210,756
| |||||||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,210,756
| |||||||||
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||||||||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.85%
| |||||||||
| 14. |
TYPE OF REPORTING PERSON
CO
| |||||||||
| CUSIP No. 427825104
|
Page 13 of 33 Pages
|
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
IRSA Inversiones y Representaciones Sociedad Anónima
| |||||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x (b) ¨ | ||||||||
| 3. | SEC USE ONLY
| |||||||||
| 4. | SOURCE OF FUNDS
AF - 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
Republic of Argentina
| |||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
819,906
| ||||||||
| 8. | SHARED VOTING POWER
20,390,850
| |||||||||
| 9. | SOLE DISPOSITIVE POWER
819,906
| |||||||||
| 10. | SHARED DISPOSITIVE POWER
20,390,850
| |||||||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,210,756
| |||||||||
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||||||||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.85%
| |||||||||
| 14. |
TYPE OF REPORTING PERSON
CO
| |||||||||
| CUSIP No. 427825104
|
Page 14 of 33 Pages
|
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Tyrus S.A.
| |||||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x (b) ¨ | ||||||||
| 3. | SEC USE ONLY
| |||||||||
| 4. | SOURCE OF FUNDS
AF - 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
Republic of Uruguay
| |||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
0
| ||||||||
| 8. | SHARED VOTING POWER
21,210,756
| |||||||||
| 9. | SOLE DISPOSITIVE POWER
0
| |||||||||
| 10. | SHARED DISPOSITIVE POWER
21,210,756
| |||||||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,210,756
| |||||||||
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||||||||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.85%
| |||||||||
| 14. |
TYPE OF REPORTING PERSON
CO
| |||||||||
| CUSIP No. 427825104
|
Page 15 of 33 Pages
|
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Jiwin S.A.
| |||||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x (b) ¨ | ||||||||
| 3. | SEC USE ONLY
| |||||||||
| 4. | SOURCE OF FUNDS
AF - 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
Republic of Uruguay
| |||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
0
| ||||||||
| 8. | SHARED VOTING POWER
21,210,756
| |||||||||
| 9. | SOLE DISPOSITIVE POWER
0
| |||||||||
| 10. | SHARED DISPOSITIVE POWER
21,210,756
| |||||||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,210,756
| |||||||||
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||||||||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.85%
| |||||||||
| 14. |
TYPE OF REPORTING PERSON
CO
| |||||||||
| CUSIP No. 427825104
|
Page 16 of 33 Pages
|
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Real Estate Investment Group L.P.
| |||||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x (b) ¨ | ||||||||
| 3. | SEC USE ONLY
| |||||||||
| 4. | SOURCE OF FUNDS
AF - 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
Bermuda
| |||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
20,053,917
| ||||||||
| 8. | SHARED VOTING POWER
1,156,839
| |||||||||
| 9. | SOLE DISPOSITIVE POWER
20,053,917
| |||||||||
| 10. | SHARED DISPOSITIVE POWER
1,156,839
| |||||||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,210,756
| |||||||||
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||||||||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.85%
| |||||||||
| 14. |
TYPE OF REPORTING PERSON
PN
| |||||||||
| CUSIP No. 427825104
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Page 17 of 33 Pages
|
STATEMENT PURSUANT TO RULE 13d-1 OF THE
GENERAL RULES AND REGULATIONS UNDER THE
SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED
AMENDMENT No. 2 TO SCHEDULE 13D
This Amendment No. 2 Schedule 13D (“Amendment No. 2”) amends and restates Items 2, 3, 4 and 5 and supplements Item 6 of the Schedule 13D initially filed by the Reporting Persons with the SEC on August 14, 2009 (the “Initial Schedule 13D”) and the Amendment No. 1 Schedule 13D filed by the Reporting Persons with the SEC on February 8, 2010 (the “Amendment No. 1”, and together with the Initial Schedule 13D and the Amendment No. 2 the “Schedule 13D”). Capitalized terms used in this Amendment No. 2 but not defined herein have the meaning given to such terms in the Initial Schedule 13D and the Amendment No.1.
| CUSIP No. 427825104
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Page 18 of 33 Pages
|
Item 2. Identity and Background
(a)-(c), (f) This statement is being filed by Eduardo S. Elsztain (“Elsztain”) a citizen of the Republic of Argentina who serves as Chairman of the board of directors of each of the following companies, except for Agrology S.A and Real Estate Investment Group LP:
| (i) | IFIS Limited, a limited liability company organized under the laws of Bermuda (“IFIS”); |
| (ii) | Inversiones Financieras del Sur S.A., a stock corporation organized under the laws of the Republic of Uruguay (“IFISA”); |
| (iii) | Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria, a stock corporation organized under the laws of the Republic of Argentina (“Cresud”); |
| (iv) | Agrology S.A., a stock corporation organized under the laws of the Republic of Argentina (“Agrology”); |
| (v) | Consultores Assets Management S.A., a limited liability company organized under the laws of Argentina (“CAM”); |
| (vi) | Consultores Venture Capital Limited, a limited liability company organized under the laws of Cayman Island (“CVC Cayman”); |
| (vii) | Consultores Venture Capital Uruguay S.A., a limited liability company organized under the laws of the Republic of Uruguay (“CVC Uruguay”); |
| (viii) | Agroinvestment S.A., a stock corporation organized under the laws of the Republic of Uruguay (“Agroinvestment”); |
| (ix) | Idalgir SA., a stock corporation organized under the laws of the Republic of Uruguay (“Idalgir”); |
| (x) | Dolphin Fund Ltd, a limited liability company organized under the laws of the Bermuda (“Dolphin”); |
| (xi) | IRSA Inversiones y Representaciones Sociedad Anónima, a stock corporation organized under the laws of the Republic of Argentina (“IRSA”); |
| (xii) | Tyrus S.A., a stock corporation organized under the laws of the Republic of Uruguay, who serves as general partner of Real Estate Investment Group L.P (“Tyrus”); |
| (xiii) | Jiwin S.A., a stock corporation organized under the laws of the Republic of Uruguay, who serves as general partner of Real Estate Investment Group L.P (“Jiwin”); and |
| (xiv) | Real Estate Investment Group L.P., a limited partnership organized under the laws of Bermuda (“REIG”, and together with Elsztain, IFIS, IFISA, Cresud, Agrology, Idalgir, CAM, CVC Cayman, CVC Uruguay Agroinvestment, Dolphin, IRSA, Jiwin, REIG and Tyrus the “Reporting Persons”). |
| CUSIP No. 427825104
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Page 19 of 33 Pages
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Elsztain’s principal offices are located at Bolívar 108, 1st floor, Buenos Aires, Argentina; IFIS’ principal offices are located at Mintflower Place 4th floor, 8 Par-La-Ville Road Hamilton HM 08 Bermuda; IFISA’s principal offices are located at Ruta 8, 17,500, Edificio @3, local 003, CP 91609, Montevideo, Republic of Uruguay; Cresud’s principal offices are located at Moreno 877, 23rd Floor, (C1091AAQ) Ciudad Autónoma de Buenos Aires, Argentina; Agrology’s principal offices are located at Moreno 877, 21st floor (C1091AAQ), Buenos Aires, Argentina; CAM’s principal offices are located at Bolívar 108, 1st floor, Buenos Aires, Argentina; CVC Cayman’s principal offices are located at 89, Nexus Way, 2nd floor Camana Bay P.O. Box 31106 Grand Cayman, KY1-1205 Cayman Islands; CVC Uruguay’s principal offices are located at Ruta 8, 17,500, Edificio @3, local 003, CP 91609 Montevideo, of the Republic of Uruguay; Agroinvestment’s principal offices are located at Zabala 1422, 2nd floor, Montevideo, Republic of Uruguay; Dolphin’s principal offices are located at Mintflower Place 4th floor, 8 Par-La-Ville Road Hamilton HM 08 Bermuda; IRSA’s principal offices are located at Bolívar 108, 1st floor, Buenos Aires, Argentina; Idalgir’s principal offices are located at Zabala 1422, 2nd floor, Montevideo, Republic of Uruguay; REIG principal offices are located at Claredon House 2, Church Street, Hamilton HM CX, Bermuda; Tyrus’ principal offices are located at Colonia 810, Of. 403, CP 11000, Montevideo, Republic of Uruguay and Jiwin’s principal offices are located at Colonia 810, Of. 403, CP 11000, Montevideo, Republic of Uruguay.
Due to the fact that Mr. Elsztain may be deemed the beneficial owner of each of the Reporting Persons, the Reporting Persons report their direct and indirect ownership of common shares as “shared” voting and dispositive power.
(d) None of the Reporting Persons nor, to their knowledge, any person named in Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) within the last five years.
(e) During the last five years, none of the Reporting Persons nor, to their knowledge, any person named in Schedule A hereto, has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation of such laws.
Item 3. Source and Amount of Funds or Other Considerations
As of March 25, 2010, the Reporting Persons beneficially owned 21,210,756 Class A common shares of HHT, representing 14.85% of the Class A common shares believed by the Reporting Persons to be outstanding as of such date based on publicity available information. For purposes of calculating the percentage of the class of securities beneficially owned by the Reporting Persons, the Reporting Persons have assumed that 5,700,000 Class A common shares have been issued to REIG upon the exercise of outstanding options and that no other Class A common shares have been issued upon conversion outstanding units of limited partnership interest in Hersha Hospitality Limited Partnership (“HHLP”).
The funds used to purchase the Common Shares were derived from working capital and capital contributions made by affiliates.
Item 4. Purpose of Transaction.
On January 15, 2010, REIG and Dolphin Fund agreed to acquire an aggregate of 5,000,000 Class A common shares from the underwriters of the January 2010 public offering of HHT’s Class A common shares. The offering was completed on January 21, 2010. Pursuant to the exercise of the preemptive rights granted to REIG in August 2009 pursuant to the Investor Rights and Option Agreement, REIG acquired 4,666,667 shares and Dolphin Fund acquired 333,333 shares. See Item 6 below for more information regarding REIG’s preemptive rights.
| CUSIP No. 427825104
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Page 20 of 33 Pages
|
On January 20, 2010, REIG agreed to acquire 123,250 Class A common shares from the underwriters of the January 2010 public offering of HHT’s Class A common shares. These shares were acquired by REIG pursuant to the exercise of its preemptive rights in connection with the exercise by the underwriters of their overallotment option.
On January 26, 2010, Inversora Bolivar S.A. (“IBOSA”) transferred 190,700 Class A common shares to IRSA as a consequence of its merger with such entity. As a result IBOSA is no longer a direct beneficial owner of Class A common shares of HHT.
On March 19, 2010, REIG agreed to acquire 3,864,000 Class A common shares from the underwriters of the March 2010 public offering of HHT’s Class A common shares. The offering was completed on March 24, 2010.
Neither the Reporting Persons nor, to their knowledge, any person named in Schedule A, has any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interests in Securities of the Issuer
| (a) | As of March 25, 2010, the Reporting Persons beneficially owned 21,210,756 Class A common shares of HHT, representing 14.85% of the Class A common shares believed by the Reporting Persons to be outstanding as of such date based on publicity available information. For purposes of calculating the percentage of the class of securities beneficially owned by the Reporting Persons, the Reporting Persons have assumed that 5,700,000 Class A common shares have been issued to REIG upon the exercise of outstanding options and that no other Class A common shares have been issued upon conversion outstanding units of limited partnership interest in Hersha Hospitality Limited Partnership (“HHLP”). |
| (i) | Elsztain is the Chairman of the Board of Directors of IFIS, IFISA, Cresud, Dolphin, CAM, CVC Uruguay, CVC Cayman, Agroinvestment, Idalgir, IRSA, Tyrus and Jiwin, except for Agrology, a company 97% of Cresud and REIG, a company in which Jiwin (a company wholly owned by IRSA) is the General Partner. |
| (ii) | Elsztain is the beneficial owner of 29.41% of IFIS, including: (a) 11.29% owned indirectly through Agroinvestment, (b) 5.17% owned indirectly through Idalgir; (c) 13.15% owned indirectly through CVC Uruguay, and (d) 2.08% owned indirectly through CVC Cayman. Elsztain owns 100% of Agroinvestment and Idalgir and 85.0% of CAM which owns 0.11% of IRSA’s outstanding stock and 100% of CVC Uruguay which in turn owns 0.00015% of Cresud’s shares on a fully diluted basis and 100% of CVC Cayman. None of these companies own directly HHT’s Common Shares. Eduardo Elsztain also directly owns 0.0005% of IRSA’s outstanding stock and 0.00035% of Cresud’s shares on a fully diluted basis. |
| (iii) | CVC Cayman serves as the Investment Manager of IFIS. |
| (iv) | CVC Uruguay serves as the Investment Manager of Dolphin Fund. |
| CUSIP No. 427825104
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Page 21 of 33 Pages
|
| (v) | IFIS is the direct owner of 100% of the common shares of IFISA. IFIS does not directly own HHT’s Common Shares. |
| (vi) | IFISA directly owns 0.69% of IRSA’s outstanding stock and 38.12 % of Cresud’s shares on a fully diluted basis. IFISA does not directly own HHT’s Common Shares. |
| (vii) | Cresud directly owns 50.49% of IRSA’s common shares and 97% of Agrology. Cresud does not directly own HHT’s Common Shares. |
| (viii) | Agrology directly owns 6.89% of IRSA’s outstanding stock. Agrology does not directly own HHT’s Common Shares. |
| (ix) | IRSA owns 100% of Tyrus’ capital stock and 819,906 Common Shares of HHT. |
| (x) | Tyrus owns 100% of the capital stock of Jiwin. |
| (xi) | Jiwin serves as general Partner of REIG. |
| (xii) | REIG owns 14,353,917 Common Shares of HHT and has the option to purchase up to 5,700,000 Common Shares of HHT. |
| (xiii) | Dolphin Fund Ltd owns 333,333 Common Shares of HHT. |
| (xiv) | Eduardo Elsztain directly owns 3,600 Common Shares of HHT. |
| CUSIP No. 427825104
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Page 22 of 33 Pages
|
Set forth below is a diagram of the Reporting Persons’ beneficial ownership of HHT’s outstanding stock as of March 25, 2010:
| CUSIP No. 427825104
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Page 23 of 33 Pages
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Given the foregoing, as of March 25, 2010, the Reporting Persons may be deemed to be the beneficial owners of 21,210,756 Class A Common Shares of HHT, representing 14.85% of the Class A common shares believed by the Reporting Persons to be outstanding as of such date based on publicity available information. For purposes of calculating the percentage of the class of securities beneficially owned by the Reporting Persons, the Reporting Persons have assumed that 5,700,000 Class A common shares have been issued to REIG upon the exercise of outstanding options and that no other Class A common shares have been issued upon conversion outstanding units of limited partnership interest in HHLP.
| (b) | Item 5(a) is incorporated herein by reference. | |
| (c) | Transactions by the Reporting Persons or other persons named in Schedule A, attached hereto, in HHT’s common shares that were effected during the transaction period are listed on Annex I. | |
| (d)-(e) | Not applicable. | |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Public Offering: On March 24, 2010, HHT announced the closing of the public offering of 27,600,000 common shares of beneficial interest, par value $0.01 per share, including 3,600,000 common shares sold pursuant to an overallotment option exercised by the underwriters. The Prospectus for this offering was filed by HHT with the Securities and Exchange Commission on March 22, 2010.
In that sense, and in connection with the Investor Rights and Option Agreement (previously reported on the Amendment No. 1), REIG fully excised its preemptive rights to participate in this equity issuance acquiring 3,864,000 Class A common shares of beneficial interest at a price of U$S4.25 per share for a total amount of U$S16,422,000.
The Form 4 stating the aforementioned changes in Beneficial Ownership was filed with the Securities and Exchange Commission on March 23, 2010.
Item 7. Material to be filed as Exhibits
None
| CUSIP No. 427825104
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Page 24 of 33 Pages
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Schedule A
| Eduardo S. Elsztain Bolívar 108, 1st floor (1066) Buenos Aires Republic of Argentina Citizen of Argentina |
||||||
|
Directors of IFIS Limited
| ||||||
| 1. |
Eduardo S. Elsztain Director Mintflower Place 4 Floor 8 Par-La-Ville Road, Hamilton HM 08, Bermuda Citizen of Argentina |
4. |
Mariana Renata Carmona de Elsztain Director Mintflower Place 4 Floor 8 Par-La-Ville Road, Hamilton HM 08, Bermuda Citizen of Argentina | |||
| 2. |
Saul Zang Director Mintflower Place 4 Floor 8 Par-La-Ville Road, Hamilton HM 08, Bermuda Citizen of Argentina |
5. |
Alejandro Gustavo Elsztain Director Mintflower Place 4 Floor 8 Par-La-Ville Road, Hamilton HM 08, Bermuda. Citizen of Argentina | |||
| 3. |
Joseph Steinberg Director Mintflower Place 4 Floor 8 Par-La-Ville Road, Hamilton HM 08, Bermuda Citizen of the United States |
|||||
| CUSIP No. 427825104
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Page 25 of 33 Pages
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Directors of Consultores Venture Capital Uruguay
| 1. |
Eduardo S. Elsztain (Chairman) Director Ruta 8K 17.500 Edificio@3 Local 003, CP 91609 Montevideo Republic of Uruguay Citizen of Argentina |
3. |
Olga Stirling Director Ruta 8K 17.500 Edificio@3 Local 003, CP 91609 Montevideo Citizen of Uruguay | |||
| 2. |
Eduardo Simon Bartfeld Director Ruta 8K 17.500 Edificio@3 Local 003, CP 91609 Montevideo Citizen of Uruguay |
|||||
|
Directors of Consultores Assets Management S.A.
| ||||||
| 1. |
Eduardo S. Elsztain (Chairman) Director Bolívar 108, 1st floor (1066) Buenos Aires Republic of Argentina Citizen of Argentina |
3. |
Oscar Bergotto Director Bolívar 108, 1st floor (1066) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 2. |
Saul Zang Director Bolívar 108, 1st floor (1066) Buenos Aires Republic of Argentina Citizen of Argentina |
|||||
|
Directors of Consultores Venture Capital Limited
| ||||||
| 1. |
Eduardo S. Elsztain (Chairman) Director 89, Nexus Way, 2nd floor Camana Bay P.O. Box 31106 Grand Cayman, KY1-1205 Cayman Islands Citizen of Argentina |
2. |
Saul Zang Director 89, Nexus Way, 2nd floor Camana Bay P.O. Box 31106 Grand Cayman, KY1-1205 Cayman Islands Citizen of Argentina | |||
| CUSIP No. 427825104
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Page 26 of 33 Pages
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Directors of Dolphin Fund Ltd
| 1. |
Eduardo Sergio Elsztain (Chairman) Mintflower Place 4 Floor 8 Par-La-Ville Road, Hamilton HM 08, Bermuda Citizen of Argentina |
3. |
Saul Zang Mintflower Place 4 Floor 8 Par-La-Ville Road, Hamilton HM 08, Bermuda Citizen of Argentina | |||
| 2. |
Gary Gladstein Mintflower Place 4 Floor 8 Par-La-Ville Road, Hamilton HM 08, Bermuda Citizen of USA |
4. |
Mario Blejer Mintflower Place 4 Floor 8 Par-La-Ville Road, Hamilton HM 08, Bermuda Citizen of Argentina | |||
Directors of Inversiones Financieras del Sur S.A.
| 1. |
Eduardo S. Elsztain Chairman of the Board Ruta 8K 17.500 Edificio@3 Local 003, CP 91609 Montevideo Republic of Uruguay Citizen of Argentina |
3. |
Eduardo Simon Bartfeld Director Ruta 8K 17.500 Edificio@3 Local 003, CP 91609 Montevideo Republic of Uruguay Citizen of Uruguay | |||
| 2. |
Saúl Zang Director Ruta 8K 17.500 Edificio@3 Local 003, CP 91609 Montevideo Republic of Uruguay Citizen of Argentina |
4. |
Olga Stirling Director Ruta 8K 17.500 Edificio@3 Local 003, CP 91609 Montevideo Republic of Uruguay Citizen of Uruguay | |||
Directors of Agroinvestment S.A.
| 1. |
Eduardo S. Elsztain Chairman of the Board Colonia 810, Of. 803 (11000) Montevideo Republic of Uruguay Citizen of Argentina |
3. | Eduardo Simon Bartfeld Director Colonia 810, Of. 803 (11000) Montevideo Citizen of Uruguay | |||
| 2. |
Mariana Renata Carmona de Elsztain Director Colonia 810, Of. 803 (11000) Montevideo Republic of Uruguay Citizen of Argentina |
|||||
| CUSIP No. 427825104
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Page 27 of 33 Pages
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Directors of Idalgir S.A.
| 1 |
Eduardo S. Elsztain Chairman of the Board Zabala 1422, 2nd Floor (11500), Montevideo Republic of Uruguay Citizen of Argentina |
2 |
Mariana Renata Carmona de Elsztain Director Zabala 1422, 2nd Floor (11500), Montevideo Republic of Uruguay Citizen of Argentina |
Directors and Executive Officers of
Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria
Directors
| 1. |
Eduardo Sergio Elsztain Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
9. |
Daniel E. Melicovsky Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 2. |
Saúl Zang Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
10. |
Alejandro Casaretto Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 3. |
Alejandro Gustavo Elsztain Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
11. |
Salvador Darío Bergel Alternate Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 4. |
Gabriel Adolfo Reznik Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
12. |
Juan Carlos Quintana Terán Alternate Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 5. |
Jorge Oscar Fernández Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
13. |
Gastón Armando Lernoud Alternate Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 6. |
Fernando Adrián Elsztain Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
14. |
Enrique Antonini Alternate Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
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Page 28 of 33 Pages
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| 7. |
Pedro Damaso Labaqui Palácio Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
15. |
Eduardo Kalpakian Alternate Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 8. |
David Alberto Perednik Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
|||||
Senior Management
| 1. |
Alejandro Gustavo Elsztain Chief Executive Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
4. |
David A. Perednik Chief Administrative Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 2. |
Gabriel Blasi Chief Financial Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
5. |
Alejandro Casaretto Regional Manager of Agricultural Real Estate Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 3. |
Alejandro Bartolomé Chief Executive Officer of the Argentine Operation Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
6. |
Carlos Blousson Chief Executive Officer of the International Operation (Paraguay, Bolivia and Uruguay) Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
Agrology S.A.
| 1. |
Alejandro G. Elsztain Chairman of the Board Moreno 877, 21st floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
3. |
Gastón A. Lernoud Director Moreno 877, 21st floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 2. |
Saul Zang Director Moreno 877, 2st floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
|||||
| CUSIP No. 427825104
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Page 29 of 33 Pages
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Directors and Executive Officers of
IRSA Inversiones y Representaciones Sociedad Anónima
Directors
| 1. |
Eduardo Sergio Elsztain Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina |
11. |
Mario Blejer Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 2. |
Saul Zang Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina |
12. |
Ricardo Liberman Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 3. |
Alejandro Gustavo Elsztain Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina |
13. |
Gabriel A. Reznik Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 4. |
Carlos Ricardo Estevez Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina |
14. |
Salvador D. Bergel Alternate Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 5. |
Fernando Adrián Elsztain Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina |
15. |
Juan C. Quintana Terán Alternate Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 6. |
Cedric D. Bridger Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina |
16. |
Emilio Cárdenas Alternate Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina | |||
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Page 30 of 33 Pages
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| 7. |
Marcos Moisés Fishman Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina |
17. |
Enrique Antonini Alternate Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 8. |
Fernando Rubín Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina |
18. |
Daniel R. Elsztain Alternate Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 9. |
Gary S. Gladstein Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of USA |
. |
||||
| 10. |
Mauricio Wior Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina |
|||||
Senior Management
| 1. |
Eduardo Sergio Elsztain Chief Executive Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
4. |
Jorge Cruces Chief Real Estate Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 2. |
Gabriel Blasi Chief Financial Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
5. |
Daniel R. Elsztain Chief Real Estate Business Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 3. |
David Alberto Perednik Chief Administrative Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
|||||
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Page 31 of 33 Pages
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Tyrus S.A.
| 3. |
Eduardo S. Elsztain Chairman of the Board Colonia 810, Of. 403 (11000) Montevideo Republic of Uruguay Citizen of Argentina |
3. |
Alejandro Gustavo Elsztain Director Colonia 810, Of. 403 (11000) Montevideo Citizen of Uruguay | |||
| 4. |
Saúl Zang Director Colonia 810, Of. 403 (11000) Montevideo Republic of Uruguay Citizen of Argentina |
|||||
Jiwin S.A.
| 5. |
Eduardo S. Elsztain Chairman of the Board Colonia 810, Of. 403 (11000) Montevideo Republic of Uruguay Citizen of Argentina |
3. |
Alejandro Gustavo Elsztain Director Colonia 810, Of. 403 (11000) Montevideo Citizen of Uruguay | |||
| 6. |
Saúl Zang Director Colonia 810, Of. 403 (11000) Montevideo Republic of Uruguay Citizen of Argentina |
|||||
| CUSIP No. 427825104
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Page 32 of 33 Pages
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Transactions by the Reporting Persons or persons named in Schedule A in Shares
that were effected during the last 60 days
Annex 1
REIG’s transactions in HHT Shares
| Tran Type |
Trade Date |
Quantity (Units) |
Price per Unit |
Place | ||||
| Buy |
19/03/2010 | 3,864,000 | $4.2500 | OTC |
| CUSIP No. 427825104
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Page 33 of 33 Pages
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement on Schedule 13D is true, complete and correct.
DATED: March 29, 2010.
| Eduardo S. Elsztain |
Consultores Assets Management S.A. | |||||||
| By: | /S/ Eduardo S. Elsztain |
By: | /S/ Eduardo S. Elsztain | |||||
| Name: | Eduardo S. Elsztain |
Name: | Eduardo S. Elsztain | |||||
| Title: | Chairman of the Board | |||||||
| IFIS Limited |
Consultores Venture Capital Limited | |||||||
| By: | /S/ Eduardo S. Elsztain |
By: | /S/ Eduardo S. Elsztain | |||||
| Name: | Eduardo S. Elsztain |
Name: | Eduardo S. Elsztain | |||||
| Title: | Chairman of the Board |
Title: | Chairman of the Board | |||||
| Inversiones Financieras del Sur S.A. |
Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria | |||||||
| By: | /S/ Eduardo S. Elsztain |
By: | /S/ Eduardo S. Elsztain | |||||
| Name: | Eduardo S. Elsztain |
Name: | Eduardo S. Elsztain | |||||
| Title: | Chairman of the Board |
Title: | Chairman of the Board | |||||
| Consultores Venture Capital Uruguay |
Agrology S.A. | |||||||
| By: | /S/ Eduardo S. Elsztain |
By: | /S/ Alejandro G. Elsztain | |||||
| Name: | Eduardo S. Elsztain |
Name: | Alejandro G. Elsztain | |||||
| Title: | Chairman of the Board |
Title: | Chairman of the Board | |||||
| Tyrus S.A. |
Agroinvestment S.A. | |||||||
| By: | /S/ Eduardo S. Elsztain |
By: | /S/ Eduardo S. Elsztain | |||||
| Name: | Eduardo S. Elsztain |
Name: | Eduardo S. Elsztain | |||||
| Title: | Chairman of the Board |
Title: | Chairman of the Board | |||||
| Real Estate Investment Group L.P. |
Idalgir S.A. | |||||||
| By: | Tyrus S.A., its general partner |
By: | /S/ Eduardo S. Elsztain | |||||
| By: | /S/ Eduardo S. Elsztain |
Name: | Eduardo S. Elsztain | |||||
| Name: | Eduardo S. Elsztain |
Title: | Chairman of the Board | |||||
| Title: | Chairman of the Board |
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| Dolphin Fund Ltd |
Jiwin S.A. | |||||||
| By: | /S/ Eduardo S. Elsztain |
By: | /S/ Eduardo S. Elsztain | |||||
| Name: | Eduardo S. Elsztain |
Name: | Eduardo S. Elsztain | |||||
| Title: | Chairman of the Board |
Title: | Chairman of the Board | |||||
| IRSA Inversiones y Representaciones S.A. |
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| By: | /S/ Eduardo S. Elsztain |
|||||||
| Name: | Eduardo S. Elsztain |
|||||||
| Title: | Chairman of the Board |
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