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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
CRESUD SOCIEDAD ANONIMA COMERCIAL, INMOBILIARIA, FINANCIERA Y AGROPECUARIA
CRESUD INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE 1.00 PESO PER SHARE
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(Title of class of securities)
226406106
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(CUSIP number)
JOSEPH A. ORLANDO
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
LEUCADIA NATIONAL CORPORATION
315 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10010
WITH A COPY TO:
ANDREA A. BERNSTEIN, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
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(Name, address and telephone number of person authorized to receive
notices and communications)
NOVEMBER 20, 2002
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(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
[_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act.
(Continued on following pages)
(Page 1 of 12 pages)
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CUSIP No. 226406106 13D
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1 NAME OF REPORTING PERSON: Nead Corporation
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (see Item 2) (a) [x]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
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NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 39,385,584 (see Items 5 and 6)
OWNED BY
-------- ---------------------------------------------------- ----------------------------------
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 39,385,584 (see Items 5 and 6)
---------------------- -------------------------------------------------------------------------- ----------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 39,385,584 (see Items 5 and 6)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 24.3% (see Items 5 and 6)
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14 TYPE OF REPORTING PERSON: CO
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2
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CUSIP No. 226406106 13D
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---------------------- ----------------------------------------------------------- -------------------------------------------------
1 NAME OF REPORTING PERSON: Leucadia National Corporation
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
---------------------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (see Item 2) (a) [x]
(b) [_]
---------------------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------------- ------------------------------------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS: WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
---------------------- ----------------------------------------------------------- -------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York
----------------------------------- -------- ---------------------------------------------------- ----------------------------------
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
-------- ---------------------------------------------------- ----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 39,385,584 (see Items 5 and 6)
OWNED BY
-------- ---------------------------------------------------- ----------------------------------
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
-------- ---------------------------------------------------- ----------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 39,385,584 (see Items 5 and 6)
---------------------- -------------------------------------------------------------------------- ----------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 39,385,584 (see Items 5 and 6)
---------------------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
---------------------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 24.3% (see Items 5 and 6)
---------------------- ----------------------------------------------------------- -------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
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Item 1. Security and Issuer.
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This Statement on Schedule 13D relates to the common stock, par value
1.00 Peso per share (the "Cresud Common Stock"), of Cresud Sociedad Anonima
Comercial, Inmobiliaria, Financiera y Agropecuaria, an Argentine corporation
("Cresud"). The address of the principal executive office of Cresud is Av.
Hipolito Yrigoyen 440, 3rd floor, (C1086 AAF) Buenos Aires, Argentina.
Item 2. Identity and Background.
-----------------------
This Statement is being filed by Leucadia National Corporation
("Leucadia") and its subsidiary, Nead Corporation ("Nead" and together with
Leucadia, the "Beneficial Owners"). As discussed in Item 5 below, the Beneficial
Owners are members of a group with respect to the Cresud Common Stock.
(a)-(c) Nead is a Delaware corporation with its principal office at
529 East South Temple, Salt Lake City, Utah 84102. Nead was formed to provide a
vehicle for Leucadia to make investments. The sole stockholder of Nead is
Leucadia.
Leucadia is a New York corporation with its principal office at 315
Park Avenue South, New York, New York 10010. Leucadia is a holding company
principally engaged in a variety of businesses, including banking and lending,
property and casualty insurance, manufacturing, winery operations, real estate
activities and development of a copper mine. Approximately 34.8% of the common
shares of Leucadia outstanding at April 11, 2002 (including shares issuable
pursuant to currently exercisable warrants) is beneficially owned (directly and
through family members) by Ian M. Cumming, Chairman of the Board of Directors of
Leucadia, and Joseph S. Steinberg, a director and President of Leucadia
(excluding an additional 2.0% of the common shares of Leucadia beneficially
owned by trusts for the benefit of Mr. Steinberg's children, as to which Mr.
Steinberg disclaims beneficial ownership). Private charitable foundations
independently established by each of Messrs. Cumming and Steinberg each
beneficially own less than one percent of the outstanding common shares of
Leucadia. Mr. Cumming and Mr. Steinberg each disclaim beneficial ownership of
the common shares of Leucadia held by their respective private charitable
foundation. Mr. Cumming and Mr. Steinberg have an oral agreement pursuant to
which they will consult with each other as to the election of a mutually
acceptable Board of Directors of Leucadia.
The following information with respect to each executive officer and
director of the Beneficial Owners is set forth in Schedule A hereto: (i) name,
(ii) business address, (iii) citizenship, (iv) present principal occupation or
employment and (v) name of any corporation or other organization in which such
employment is conducted.
(d)-(f) During the last five years, none of the Beneficial Owners
and, to their knowledge, none of the other persons identified pursuant to
Paragraphs (a) through (c) of this Item 2, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a party
to a civil proceeding of a judicial or administrative body of competent
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jurisdiction as a result of which 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 with respect to such laws. To the knowledge of the Beneficial Owners,
each of the individuals identified pursuant to Paragraphs (a) through (c) of
this Item 2 is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The aggregate amount of funds used by Nead to purchase the Cresud
Common Stock was US$10,000,000.
The funds used to purchase the Cresud Common Stock were obtained by
Nead as an advance from its parent, Leucadia. Leucadia obtained these funds from
its working capital.
Item 4. Purpose of the Transaction.
--------------------------
Nead acquired the shares of Cresud Common Stock to obtain an equity
position in Cresud. Subject to, among other things, availability at prices
deemed favorable by the Beneficial Owners, Nead may purchase additional Units
(as defined herein), Notes (as defined herein), Warrants (as defined herein)
and/or shares of Cresud Common Stock from time to time in the open market, in
privately negotiated transactions or otherwise. Nead also may dispose of Units,
Notes, Warrants and/or shares of Cresud Common Stock in the open market, in
privately negotiated transactions or otherwise.
Additional information is included in the response to Item 6 of this
Schedule 13D, which Item is incorporated herein by reference.
Except as set forth above, the Beneficial Owners have no present
plans or intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a) As of November 20, 2002, assuming the full conversion by Nead of
the Notes and exercise of the Warrants included in the Units owned by Nead as
discussed in Item 6, the Beneficial Owners would beneficially own the following
shares of Cresud Common Stock:
(i) Nead would be the direct owner of 39,385,584 shares of
Cresud Common Stock representing approximately 24.3% of the Cresud Common Stock
that would be outstanding if no other holder were to convert any Notes or
exercise any Warrants.
(ii) By virtue of its ownership of all of the outstanding
shares of Nead, for purposes of this Schedule 13D, Leucadia may be deemed to
share voting and dispositive power with respect to the shares of Cresud Common
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Stock beneficially owned by Nead, and therefore may be deemed to be a beneficial
owner of all of the shares of Cresud Common Stock beneficially owned by Nead.
(iii) By virtue of their ownership of Leucadia common shares
and their positions with Leucadia, for purposes of this Schedule 13D, Mr.
Cumming and Mr. Steinberg may be deemed to share voting and disposition powers
with respect to the shares of Cresud Common Stock beneficially owned by Leucadia
and therefore may be deemed to be beneficial owners of all of the shares of
Cresud Common Stock beneficially owned by Leucadia.
(iv) Except as set forth in Paragraph (i) through (iii) of
this Item 5(a), to the best knowledge of the Beneficial Owners, none of the
other persons identified pursuant to Item 2 above beneficially owns any shares
of Cresud Common Stock.
(b) Item 5(a) is incorporated herein by reference.
(c) Except as otherwise described herein, none of the persons
identified pursuant to Item 2 above has effected any transactions in Cresud
Common Stock during the past sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
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Pursuant to a Prospectus (the "Prospectus"), dated October 11, 2002,
contained in Cresud's Registration Statement on Form F-3 No.333-90476, filed
with the Securities and Exchange Commission on June 14, 2002, Cresud offered
(the "Offering") rights to subscribe for an aggregate amount of 50,0000,000
units ("Units"), each consisting of US$1.00 principal amount of Cresud's 8%
Convertible Notes due 2007 (each, a "Note") and one non-detachable warrant
(each, a "Warrant") to purchase shares of Cresud Common Stock, for an aggregate
amount of US$50,000,000. All information included in this Schedule 13D
pertaining to the Offering, Units, Notes and Warrants is based on information
provided in the Prospectus, the indenture governing the Notes and the warrant
agreement governing the Warrants.
After December 13, 2002, holders of the Notes may convert, subject to
certain conditions, such Notes into shares of Cresud Common Stock at an initial
conversion price of US$0.5078 per share. The initial conversion price of the
Notes is subject to adjustment as described in the Prospectus. The Notes mature
on November 14, 2007. Each Warrant is exercisable only if the Note to which such
Warrant is attached has been converted, and such Warrant is exercisable on the
last day of each quarter following such conversion until expiration of the
Warrants on November 14, 2007. Each Warrant entitles the holder to purchase such
number of shares of Cresud Common Stock equal to the number of shares for which
the attached Note was converted. The exercise price for the Warrants is
US$0.6093 per share of Cresud Common Stock. Neither the Notes nor the Warrants
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are separately transferable until, in each case, the Note to which a Warrant is
attached is converted.
As described in the Prospectus, pursuant to Argentine law and
Cresud's bylaws, Cresud was required to first offer the subscription rights
contained in the Prospectus to all of Cresud's existing holders of shares or
ADSs. The subscription period for such holders expired on November 13, 2002.
Thereafter, Cresud was permitted to sell any unsubscribed Units to third
parties, including the Beneficial Owners. On November 20, 2002 (the "Issuance
Date"), Nead purchased 10,000,000 Units for an aggregate purchase price of
$10,000,000. Such Units are convertible (in the case of the Notes) commencing on
December 14, 2002 and exercisable (in the case of the Warrants) on the last day
of the fiscal quarter following such conversion into an aggregate amount of
39,385,584 shares of Cresud Common Stock (assuming all Notes are converted and
all Warrants are exercised by Nead), giving the Beneficial Owners a 24.3% equity
interest in Cresud based on the number of shares of Cresud Common Stock
outstanding as of the date of the Prospectus and assuming that no other holder
of Units were to convert any Notes or exercise any Warrants.
In connection with the purchase of Units by Nead, Nead entered into a
Letter Agreement (the "Letter Agreement"), dated November 28, 2002, with Mr.
Eduardo S. Elsztain, Chairman of the Board of Directors of Cresud and a majority
holder of Cresud Common Stock, for the purpose of granting Mr. Elsztain the
right to purchase (the "Call Right") 1,000,000 Units representing 10% of the
total number of Units acquired by Nead on the Issuance Date at a price per Unit
equal to the price per Unit paid by Nead on the Issuance Date (US$1.00) plus any
accrued but unpaid interest per Note on the Notes included in such Units through
and including the date of sale to Mr. Elsztain. The Call Right is exercisable in
whole or in part at any time from and after January 22, 2003 up to and including
November 7, 2007 (the "Exercise Period"). The Call Right terminates, with
respect to each Unit, following the earliest to occur of: (i) the conversion to
Cresud Common Stock of all of the Notes included in the Units in accordance with
the provisions of the Letter Agreement, (ii) the expiration of the Exercise
Period, or (iii) the sale, transfer or disposition of such Units by Nead in
accordance with the provisions of the Letter Agreement. The Letter Agreement is
assignable to an affiliate of Mr. Elsztain (including, without limitation,
Inversiones Financieras del Sur, S.A., a privately held company that is a
significant shareholder of Cresud and in which the Beneficial Owners have a less
than five percent interest).
Other than as set forth above or otherwise described in this Schedule
13D, there are no contracts, arrangements, understandings or relationships with
respect to any securities of Cresud (i) among the Beneficial Owners and, to the
best of their knowledge, any of the other persons identified pursuant to Item 2
above and (ii) between (a) the Beneficial Owners and, to the best of their
knowledge, any of the other persons identified pursuant to Item 2 above and (b)
any other person, other than the agreements filed herewith as Exhibits 1-3.
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Item 7. Material to be Filed as Exhibits.
--------------------------------
1. Agreement among the Beneficial Owners with respect to the filing
of this Schedule 13D.
2. Letter Agreement, dated November 28, 2002, between Nead and Mr.
Eduardo S. Elsztain.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 2, 2002
NEAD CORPORATION
BY: /s/ Joseph A. Orlando
-----------------------------------
Name: Joseph A. Orlando
Title: Vice President
LEUCADIA NATIONAL CORPORATION
BY: /s/ Joseph A. Orlando
----------------------------------
Name: Joseph A. Orlando
Title: Vice President and
Chief Financial Officer
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SCHEDULE A
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Directors and Executive Officers of Nead and Leucadia
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Set forth below are the name, business address, present principal occupation or
employment of each director and executive officer of Nead and Leucadia. To the
knowledge of the Beneficial Owners, each person listed below is a United States
citizen.
For purposes of this Schedule A, Nead is "(a)" and Leucadia is "(b)".
Director- Principal Occupation or
Name and Business Address ships Offices Employment
------------------------- --------- ------- -----------------------
Ian M. Cumming (b) Chairman of the Board of (b) Chairman of the Board of (b)
c/o Leucadia National Corporation
529 E. South Temple
Salt Lake City, Utah 84102
Joseph S. Steinberg (b) President of (b) President of (b)
c/o Leucadia National Corporation
315 Park Avenue South
New York, NY 10010
Paul M. Dougan (b) -- President and Chief Executive
c/o Equity Oil Company Officer of Equity Oil Company (a
10 West 300 South company engaged in oil and gas
Salt Lake City, Utah 84102 exploration and production having
an office in Salt Lake City, Utah)
Lawrence D. Glaubinger (b) -- Private Investor; President of
c/o Lawrence Economic Lawrence Economic Consulting Inc.,
Consulting, Inc. (a management consulting firm)
P.O. Box 3567 Hallandale Beach, FL 33008
James E. Jordan (b) -- Managing Director of Arnhold and
c/o Arnhold and S. Bleichroeder Advisors, Inc. S. Bleichroeder Advisors, Inc. (a
1345 Avenue of the Americas company engaged in asset
New York, N.Y. 10105 management services)
Jesse Clyde Nichols, III (b) -- Retired Investor
4945 Glendale Road
Westwood Hills, KS 66205
10
Director- Principal Occupation or
Name and Business Address ships Offices Employment
------------------------- --------- ------- -----------------------
Thomas E. Mara -- Executive Vice President and Executive Vice President and
c/o Leucadia National Corporation Treasurer of (b) Treasurer of (b)
315 Park Avenue South
New York, NY 10010
Joseph A. Orlando (a) Vice President of (a) and Vice President and Chief Financial
c/o Leucadia National Corporation Vice President and Chief Officer of (b)
315 Park Avenue South Financial Officer of (b)
New York, NY 10010
Philip M. Cannella (a) Asst. Vice President of (b) Asst. Vice President of (b)
c/o Leucadia National Corporation
315 Park Avenue South
New York, NY 10010
Patrick D. Bienvenue (a) Chairman of the Board, Executive officer of various
President and Treasurer of subsidiaries of (b)
(a)
Corinne A. Maki -- Vice President, Secretary Officer of various subsidiaries of
and Comptroller of (a) (b)
Mark Hornstein -- Vice President and Asst. Vice President and Asst. Secretary
c/o Leucadia National Corporation Secretary of (b) of (b)
315 Park Avenue South
New York, NY 10010
Barbara L. Lowenthal -- Vice President of (a) and Vice President and Comptroller of
c/o Leucadia National Corporation Vice President and (b)
315 Park Avenue South Comptroller of (b)
New York, NY 10010
H. E. Scruggs -- Vice President of (b) Vice President of (b)
c/o Leucadia National Corporation
315 Park Avenue South
New York, NY 10010
11
Director- Principal Occupation or
Name and Business Address ships Offices Employment
------------------------- --------- ------- -----------------------
Laura E. Ulbrandt -- Secretary of (b) Secretary of (b)
c/o Leucadia National Corporation
315 Park Avenue South
New York, NY 10010
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