United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

Amendment No. 1

 

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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: June 30, 2009

OR

 

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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report                     

For the transition period from              to             

Commission file number: 1-13542

IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD ANÓNIMA

(Exact name of Registrant as specified in its charter)

IRSA INVESTMENTS AND REPRESENTATIONS INC.

(Translation of Registrant’s name into English)

Republic of Argentina

(Jurisdiction of incorporation or organization)

Bolívar 108

(C1066AAB) Buenos Aires, Argentina

(Address of principal executive offices)

Gabriel Blasi

Chief Financial Officer

Tel +(5411) 4323-7449 – finanzas@irsa.com.ar

Moreno 877 22^nd Floor

(C1091AAQ) Buenos Aires, Argentina

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class				Name of each exchange on which registered
Global Depositary Shares, each representing ten shares of Common Stock				New York Stock Exchange
Common Stock, par value one Peso per share				New York Stock Exchange*

 

*	Not for trading, but only in connection with the registration of Global Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

The number of outstanding shares of the issuer’s common stock as of June 30, 2009 was 578,676,460.

Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act:    ¨   Yes    x  No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934.    x  Yes    ¨  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).    ¨  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer  ¨                 Accelerated filer  x                 Non-accelerated filer  ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP  ¨		International Financial Reporting Standards as issued by the International Accounting Standards Board  ¨		Other  x

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    ¨  Item 17    x  Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

 

 

 

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EXPLANATORY NOTE

This Amendment No. 1 (“Amendment No. 1”) to our Annual Report on Form 20-F for the year ended June 30, 2009, as filed with the U.S. Securities and Exchange Commission on December 30, 2009 (the “Original 20-F”), amends Item 6.E. of the Original 20-F, to correct an inadvertent mistake with respect to the amount of shares of our Company beneficially owned by one of our directors as described on page 189. Pursuant to Rule 12b-15 of the SEC, this Amendment No. 1 sets forth the complete text of Item 6.E. as amended and is accompanied by new certifications from our Chief Executive Officer and Chief Financial Officer, dated as of the date hereto.

No other information in the Original 20-F as originally filed is amended hereby, and accordingly, this amendment does not reflect events occurring after December 31, 2009 or modify or update those disclosures affected by subsequent events. Accordingly, this amendment should be read in conjunction with our other filings with the SEC. Capitalized terms in this amendment shall have the meanings set forth in the Original 20-F.

 

ITEM 6.

Directors, Senior Management and Employees

E. Share Ownership

Share ownership of directors, members of the supervisory committee, members of the executive committee and senior management as of November 30, 2009.

The following table sets forth the amount and percentage of our shares beneficially owned by our directors, members of the executive committee, supervisory committee and senior management as of November 30, 2009:

 

Name		Position		Number of Shares		Percentage
Directors
Eduardo S. Elsztain (1)		Chairman		331,728,746		57.33	%
Saúl Zang		First Vice-Chairman		1,372,823		0.24	%
Alejandro G. Elsztain		Second Vice-Chairman		2,747,674		0.47	%
Oscar P. Bergotto		Director		—		—
Fernando A. Elsztain		Director		—		—
Carlos Ricardo Esteves		Director		—		—
Cedric D. Bridger		Director		—		—
Marcos Fischman		Director		20,000		—
Fernando Rubín		Director		—		—
Gary S. Gladstein		Director		21,003		—
Mario Blejer		Director		63,000		0.01	%
Mauricio Wior		Director		—		—
Gabriel Adolfo Gregorio Reznik		Director		—		—
Ricardo Liberman		Director		—		—
Juan C. Quintana Terán		Alternate director		—		—
Emilio Cárdenas		Alternate Director		—		—
Salvador D. Bergel		Alternate director		—		—
Enrique Antonini		Alternate Director		—		—
Daniel Ricardo Elsztain		Alternate director		—		—

 

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Name		Position		Number of Shares		Percentage
Senior Management
Gabriel Blasi		Chief financial officer		422,360		0.07	%
Jorge Cruces		Chief real estate officer		58,851		0.01	%
David A. Perednik		Chief administrative officer		95,040		0.02	%
Supervisory Committee
José D. Abelovich		Member		—		—
Marcelo H. Fuxman		Member		—		—
Roberto Murmis		Member		—		—
Silvia C. De Feo		Alternate member		—		—
Sergio Kolaczyk		Alternate member		—		—
Alicia Rigueira		Alternate member		—		—

 

(1)

Includes (i) 290,696,653 common shares beneficially owned by Cresud S.A., (ii) 39,855,739 common shares beneficially owned by Agrology S.A., (iii) 545,384 common shares beneficially owned by Inversiones Financieras del Sur S.A., for which Mr. Eduardo S. Elsztain may be deemed beneficial owner, (iv) 628,070 common shares beneficially owned by Consultores Assets Management S.A., and (v) 2,900 common shares owned directly by Eduardo S. Elsztain

 

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

 

Date: January 27, 2010

 

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