<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
FIRST SOUTH AFRICA CORP., LTD.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on the table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price of other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
FIRST SOUTH AFRICA CORP., LTD.
CLARENDON HOUSE, CHURCH STREET
HAMILTON HM II, BERMUDA
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 16, 1996
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Stockholders (the
"Meeting") of First South Africa Corp., Ltd. (the "Company") will be held at The
University Club, 1 West 54th Street, New York, New York on Monday, December 16,
1996, at 2:00 p.m., Eastern Standard Time, to consider and act upon the
following matters:
1. The election of five directors of the Company to serve as the Board
of Directors until the next annual meeting of stockholders and until their
successors are duly elected and qualified;
2. A proposal to ratify the action of the Board of Directors in
appointing Price Waterhouse as the Company's independent public accountants
for the year ending June 30, 1997; and
3. The transaction of such other business as may properly come before
the Meeting or any adjournment or postponement thereof.
Information regarding the matters to be acted upon at the Meeting is
contained in the accompanying Proxy Statement.
The close of business on November 12, 1996 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Meeting and any adjournment or postponement thereof. A list of such stockholders
will be open for examination by any stockholder for any purpose germane to the
meeting, during ordinary business hours, for a period of at least 10 days prior
to the meeting at 1211 Avenue of the Americas, 17th floor, New York, New York
10036.
By Order of the Board of Directors,
Tucker Hall,
Secretary
Hamilton, Bermuda
November 15, 1996
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. EACH STOCKHOLDER
IS URGED TO SIGN, DATE AND RETURN THE ENCLOSED FORM OF PROXY WHICH IS BEING
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. AN ENVELOPE ADDRESSED TO THE
COMPANY'S TRANSFER AGENT IS ENCLOSED FOR THAT PURPOSE AND NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES.
<PAGE>
FIRST SOUTH AFRICA CORP., LTD.
CLARENDON HOUSE, CHURCH STREET
HAMILTON HM II, BERMUDA
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 16, 1996
This Proxy Statement is furnished to the holders of Common Stock, par value
$.01 per share ("Common Stock"), and to the holders of Class B Common Stock, par
value $.01 per share ("Class B Common Stock"), of First South Africa Corp., Ltd.
(the "Company") in connection with the solicitation of proxies by the Board of
Directors of the Company ("Proxy" or "Proxies") for use at the Annual Meeting of
Stockholders (the "Meeting") to be held on Monday, December 16, 1996, at 2:00
p.m., Eastern Standard Time, at The University Club, 1 West 54th Street, New
York, New York, and at any adjournment or postponement thereof, for the purposes
set forth in the accompanying Notice of Annual Meeting. The approximate mailing
date of this Proxy Statement is November 15, 1996.
The close of business on November 12, 1996, has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
stockholders entitled to notice of, and to vote at, the Meeting and any
adjournment thereof. As of the Record Date, there were 2,300,000 shares of
Common Stock and 1,842,500 shares of Class B Common Stock, which are the only
classes of voting securities of the Company, issued and outstanding. Each share
of Common Stock outstanding on the Record Date will be entitled to one vote on
all matters to come before the Meeting. Each share of Class B Common Stock
outstanding on the Record Date will be entitled to five votes on all matters to
come before the Meeting. Cumulative voting is not permitted. A majority of the
total issued voting shares in the Company, represented in person or by proxy, is
required to constitute a quorum for the transaction of business. Proxies
submitted which contain abstentions or broker nonvotes will be deemed present at
the Meeting in determining the presence of a quorum.
The affirmative vote of a majority of the shares cast, in person or by
proxy, and entitled to vote at the Meeting will be required to elect each
director (Proposal 1) and to ratify the appointment of Price Waterhouse as the
Company's independent public accountants for the Company's fiscal year ending
June 30, 1997 (Proposal 2). Abstentions are considered as shares entitled to
vote and, therefore, are effectively negative votes for Proposals 1 and 2.
Broker nonvotes with respect to any matter are not considered as shares entitled
to vote and, therefore, will have no effect on the outcome of the vote on
Proposals 1 and 2. The Board of Directors has unanimously recommended a vote in
favor of each nominee named in the Proxy and FOR Proposal 2.
Unless otherwise specified, all Proxies received will be voted for the
election of all nominees named herein to serve as directors and in favor of each
other. A Proxy may be revoked at any time before its exercise by delivering
written notice of revocation to the Secretary of the Company, by executing a
proxy bearing a later date or by attendance at the Meeting and electing to vote
in person. Attendance at the Meeting will not in and of itself constitute
revocation of a Proxy.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Record Date, certain information
as to the beneficial ownership of the Company's Common Stock by (i) each person
known by the Company to own more than five percent (5%) of the outstanding
shares of Common Stock, (ii) each director of the Company, (iii) each of the
executive officers named in the Summary Compensation Table herein under
"Executive Compensation" and (iv) all directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP (1)
----------------------------------------------------------------------
CLASS B
COMMON
NAME AND ADDRESS OF STOCK PERCENTAGE OF PERCENTAGE OF VOTING
BENEFICIAL SHAREHOLDER COMMON STOCK (2)(3) OWNERSHIP (3) POWER (3)
- ------------------------------------------ --------------- ----------- ----------------- ---------------------
<S> <C> <C> <C> <C>
Michael Levy.............................. 5,000(4) 1,300,116(5)(6) 31.4% 54.6%
9511 West River Street
Shiller Park, IL 60176
Clive Kabatznik...........................
2665 S. Bayshore
Suite 405
Coconut Grove, FL 37137
55,000(7) 210,000 6.4% 9.3%
FSA Stock Trust........................... 0 953,660(5)(8) 23.0% 40.0%
9511 West River Street
Shiller Park, IL 60176
Charles S. Goodwin........................ 5,000(4) 0 * *
801 Old Post Road
Cotuit, MA 02635
John Mackey............................... 5,000(4) 0 * *
1198 Pacific Coast Highway
Seal Beach, CA 90470
Cornelius J. Roodt........................ 0 0 0 0
Grader Road
Spartan EXT 3
Kempton Park 1620
South Africa
All executive officers and directors as a
group (5 persons)......................... 70,000(9) 1,560,116 39.5% 66.1%
</TABLE>
- ------------------------
* Less than 1%
(1) Beneficial ownership is calculated in accordance with Rule 13d-3 under the
1934 Act.
(2) Except as otherwise indicated, each of the parties listed has sole voting
and investment power with respect to all shares of Class B Common Stock
indicated below.
(3) For the purposes of this calculation, the Common Stock and the Class B
Common Stock are treated as a single class of Common Stock. The Class B
Common Stock is entitled to five votes per share, whereas the Common Stock
is entitled to one vote per share.
(4) Includes 5,000 shares of Common Stock issuable upon exercise of options that
are immediately exercisable. Excludes 331,579 shares of Common Stock that
the Company intends to issue to American Stock Transfer & Trust Company (the
"FSAH Escrow Agent") in connection with the Piemans Pantry acquisition and
186,000 shares of Common Stock that the Company intends to issue
2
<PAGE>
to the FSAH Escrow Agent in connection with the Astoria acquisition; with
respect to such shares, the Company expects the FSAH Escrow Agent to grant
an irrevocable proxy to Mr. Levy.
(5) For purposes of Rule 13d-3 under the Exchange Act, such individual or entity
is deemed to be the beneficial owner of the shares held pursuant to the
terms of the FSAH Escrow Agreement (as defined below), although such
individual or entity disclaims ownership of such shares under South African
law.
(6) Includes (i) 570,137 shares of Class B Common Stock owned by the FSA Stock
Trust, (ii) 383,523 shares of Class B Common Stock issued to the FSAH Escrow
Agent pursuant to the terms of an escrow agreement entered into by and among
certain holders of First South African Holdings (Pty) Ltd. ("FSAH") Class B
Stock, the FSAH Escrow Agent, FSAH and the Company prior to the Company's
initial public offering (the "FSAH Escrow Agreement"), with respect to which
the FSA Stock Trust may be deemed the beneficial owner and for which Mr.
Levy has been granted a voting proxy and (iii) 36,452 shares of Class B
Common Stock issued to the FSAH Escrow Agent pursuant to the terms of the
FSAH Escrow Agreement, which shares correspond to a like number of shares of
FSAH Class B Stock purchased by Mr. Levy upon the closing of the Europair
acquisition. Also includes 310,004 additional shares of Class B Common Stock
issued to the FSAH Escrow Agent, for which Mr. Levy has been granted a
voting proxy. Mr. Levy's wife is the trustee, and his wife and their
children are the beneficiaries, of the FSA Stock Trust. Mr. Levy disclaims
ownership of all shares held by the FSA Stock Trust, as well as the
additional shares held by the FSAH Escrow Agent for which he has been given
a voting proxy.
(7) Includes 55,000 shares of Common Stock issuable upon exercise of options
that are immediately exercisable. Does not include 150,000 shares issuable
upon exercise of options not exercisable within 60 days.
(8) Includes (i) 570,137 shares of Class B Common Stock owned by the FSA Stock
Trust and (ii) 383,523 shares of Class B Common Stock issued to the FSAH
Escrow Agent pursuant to the terms of the FSAH Escrow Agreement.
(9) Represents shares issuable upon exercise of options that are immediately
exercisable. Does not include 150,000 shares issuable upon exercise of
options not exercisable within 60 days.
PROPOSAL 1
ELECTION OF DIRECTORS
At the Meeting, stockholders will elect five directors to serve until the
next annual meeting of stockholders and until their respective successors are
elected and qualified. Unless otherwise directed, all proxies will be voted in
favor of the election of Messrs. Levy, Kabatznik, Goodwin, Mackey and Roodt
(collectively, the "nominees") to serve as directors upon their nomination at
the Meeting. All nominees currently serve on the Board of Directors and their
terms expire at the Meeting.
Each nominee has advised the Company of his willingness to serve as a
director and the Company has no reason to expect that any of the nominees will
be unable to stand for election at the date of the Meeting. In the event that a
vacancy among the original nominees occurs prior to the Meeting, the proxies
will be voted for a substitute nominee or nominees, if any are named by the
Board of Directors, and for the remaining nominees.
Pursuant to the Underwriting Agreement, dated January 24, 1996, by and among
the Company, FSA Stock Trust and D.H. Blair Investment Banking Corp. (the "D.H.
Blair"), and executed with respect to certain provisions thereof by Messrs Clive
Kabatznik and Michael Levy, the Company is required to nominate a designee of
D.H. Blair to the Board of Directors for a period of five years ending January
24, 2001. D.H. Blair has not yet selected such a designee.
3
<PAGE>
INFORMATION ABOUT NOMINEES
The following table sets forth information regarding the nominees:
<TABLE>
<CAPTION>
NAME AGE DIRECTOR SINCE POSITIONS WITH THE COMPANY
- --------------------------------------------- --- --------------- ---------------------------------------------
<S> <C> <C> <C>
Michael Levy................................. 50 1995 Chairman of the Board of Directors
Clive Kabatznik.............................. 40 1995 Vice Chairman of the Board of
Directors, Chief Executive Officer,
President, Chief Financial Officer,
Controller and Director
Charles S. Goodwin........................... 56 1995 Director
John Mackey.................................. 54 1995 Director
Cornelius J. Roodt........................... 37 -- --
</TABLE>
All directors hold office until their respective successors are elected, or
until death, resignation or removal. Officers hold office until the meeting of
the Board of Directors following each Annual Meeting of Stockholders and until
their successors have been chosen and qualified.
MICHAEL LEVY is a co-founder of the Company and has served as Chairman of
the Board of Directors since the Company's inception. Since 1987, Mr. Levy has
been the Chief Executive Officer and Chairman of the Board of Arpac L.P., a
Chicago-based manufacturer of plastic packaging machinery.
CLIVE KABATZNIK is a co-founder of the Company and has served as a director
and its President since its inception and as its Vice Chairman, Chief Executive
Officer and Chief Financial Officer since October 1995. Since June 1992, Mr.
Kabatznik has served as President of Colonial Capital, Inc. a Miami-based
investment banking Company that specializes in advising middle market companies
in areas concerning mergers, acquisitions, private and public agency funding and
debt placements. From 1989 to 1992, Mr. Kabatznik was the President of Biltmore
Capital Group, a financial holding Company that he co-founded that controlled a
registered NASD broker-dealer. From 1981 to 1986, Mr. Kabatznik was the Chief
Financial Officer of the Learning Annex, Inc., which he co-founded. Mr.
Kabatznik was born in South Africa.
CHARLES S. GOODWIN has been a director for the Company since its inception
and has been Managing Director and Chief Executive Officer of Tessellar
Investment, Ltd., a money management firm operating from Cape Cod, Massachusetts
since 1985. Mr. Goodwin was Senior Vice President and Director of International
Research of Arnhold & S. Bleichnoder, Inc., an institutional brokerage firm from
1983 to 1984. During the period 1971 to 1983, Mr. Goodwin was a Director and
Vice President of Warburg Pincus Capital Corp., EMW Ventures; a Director, Senior
Vice President and Director of Research for Warburg Pincus Counsellors, and a
Partner and Managing Director of E.M. Warburg Pincus & Co., an investment
counseling and venture capital firm. Mr. Goodwin is the author of "The Third
World Century" and "A Resurrection of the Republican Ideal" published by
University Press of America, Lanham, Md. in 1994 and 1995 respectively. Mr.
Goodwin received his Bachelor of Arts in Russian History from Harvard College in
1961 and his Master of Business Administration--International Finance from the
Columbia University Graduate School of Business in 1965.
JOHN MACKEY is the Chairman of the Board of QTI, Inc., a privately-held
global trading firm doing business in Africa, Asia and in the United States
since 1992. Mr. Mackey has also been a member of the Board of Advisors of the
Leukemia Society of America since 1987, and a member of the Board of Advisors of
the Syracuse University Business School since 1990. Mr. Mackey played football
for 10 seasons in the National Football League and was elected to the Pro
Football Hall of Fame in 1992.
CORNELIUS J. ROODT was appointed Managing Director and Chief Financial
Officer of First South African Holdings (Pty) Ltd. ("FSAH"), on July 1, 1996.
Mr. Roodt is responsible for overseeing all the activities of FSAH's operations
in South Africa. From 1994 to 1996 Mr. Roodt was a senior partner at Price
4
<PAGE>
Waterhouse Corporate Finance, South Africa. From 1991 to 1994 he was an audit
partner at Price Waterhouse, South Africa. Prior to that he was a partner at the
accounting firm of Wiehahn Meyernel in South Africa.
EXECUTIVE OFFICERS AND KEY EMPLOYEES
CLIVE KABATZNIK is a co-founder of the Company and has served as a director
and its President since its inception and as its Vice Chairman, Chief Executive
Officer and Chief Financial Officer since October 1995. Please refer to
"Information About Nominees" for more information regarding Mr. Kabatznik.
TUCKER HALL, age 39, has been the Secretary of the Company since its
inception and is an employee of Codan Services Limited, an affiliated company of
Conyers, Dill & Pearman, Bermuda counsel to the Company, and has been employed
by such Company as a manager since 1989.
CORNELIUS J. ROODT is the Managing Director and Chief Financial Officer of
FSAH. Please refer to "Information About Nominees" for more information
regarding Mr. Roodt.
SAMUEL S. SMITH, age 41, is a joint Managing Director of Starpak. Mr. Smith
has been employed by Starpak and its predecessor since 1976. Mr. Smith is
responsible for the technical operations of Starpak which include conceptual
design of machinery, management of the factory and production processes,
commissioning and installation of machinery at customers' premises.
ALAN R. GRANT, age 45, is the financial director of Starpak and L.S.
Pressings and is responsible for all of Starpak's accounting, administrative and
financial management functions as well as its industrial relations and statutory
personnel functions. Mr. Grant has been employed by Starpak since 1981.
RHONA L. KABATZNIK, age 61, is a General Manager and Director of L.S.
Pressings. Ms. Kabatznik's responsibilities include production and sales
administration. Ms. Kabatznik is the mother of Clive Kabatznik, the Vice
Chairman President and Chief Executive Officer of the Company, and a first
cousin of Michael Levy, the Chairman of the Company's Board of Directors.
RAYMOND SHAFTOE, age 45, has been a joint Managing Director of Starpak since
1986 and has been employed by Starpak since 1980. Mr. Shaftoe has also served on
the Board of Directors of Starpak since 1986. His current responsibilities
include supervision of the sales and marketing of Starpak's products,
administration and product development.
BRUCE THOMAS, age 44, is the Chief Executive Officer of Europair. He has
held this position since 1991 and was the principal shareholder of Europair
until its sale to the Company. Prior to that he was the Chief Financial Officer
for Europair and held that position from 1976. His responsibilities include the
management of Europair, product development, sales and financial oversight.
JOHN WELCH, age 48, is the founder and Managing Director of Piemans Pantry ,
a company he established in 1982. His responsibilities include overall
supervision of all aspects of the business.
MICHAEL MORGAN, age 49, is Director of Human Resources at Piemans Pantry, a
position he has held since joining the company in 1989 and is responsible for
all aspects of labor relations and employee benefits.
HELEN BRITZ, age 41, is National Sales Manager for Piemans Pantry and has
held that position since 1992 when she joined Piemans Pantry. Prior to that Ms.
Britz was the National Sales Manager for a rival pie manufacturer. Ms. Britz
oversees the Piemans Pantry national sales staff.
MALCOLM MOORE, age 38, is the Financial Manager of Piemans Pantry, a
position he has held for the last three years. Prior to that Mr. Moore was
Financial Manager of Burhose, a leading South African hosiery manufacturer.
5
<PAGE>
TREVOR KNIGHT, age 36, is the Factory Manager for Piemans Pantry, a position
he has held for the last five years. Mr. Knight was an independent food
consultant prior to joining Piemans Pantry. He is responsible for all aspects of
plant production at Piemans Pantry.
WOLFGANG BURRE, age 55, is the founder of Astoria Bakery CC ("Astoria
Bakery") and Astoria Bakery Lesotho Proprietary Ltd., ("Astoria Bakery
Lesotho"), manufacturers and distributors of speciality baked breads and
confectionary products (collectively referred to as "Astoria"). In October 1996,
FSAH acquired Astoria Bakery and Astoria Bakery Lesotho. Mr. Burre is a fifth
generation master baker and is responsible for overall corporate strategy,
product development and quality control. Mr. Burre traditionally has devoted 50%
of his time to Astoria and will continue to do so.
MRS. H. HOFFMAN, age 60, is the General Manager of Astoria Bakery. Mrs.
Hoffman is in charge of all financial and operational issues at Astoria Bakery
and has been employed in that position since 1975.
WILFRED WESSLAU, age 48, is the joint General Manager of Astoria Bakery
Lesotho. Mr. Wesslau focuses on technical production issues, as well as all
aspects of distribution, including motor vehicle repair and maintenance. Mr.
Wesslau has held this position since 1981.
MS. DAGMAR BLANKER, age 54, is the joint General Manager of Astoria Bakery
Lesotho. Ms. Blanker is in charge of all financial matters as well as sales. Ms.
Blanker has held this position since 1981.
Each of the above key employees, other than Bruce Thomas, Cornelius J.
Roodt, John Welch, Michael Morgan, Wolgang Burre, H. Hoffman, Wilfred Wesslau
and Dagmar Blanker, has entered into a three-year service contract with their
respective companies, commencing March 1, 1995. Bruce Thomas and Europair have
executed a Management Agreement which shall be in effect for a three year period
commencing January 24, 1996. Cornelius Roodt and FSAH entered into an employment
agreement commencing July 1, 1996. John Welch and Michael Morgan have each
entered into a two year employment agreement with Piemans Pantry commencing
March 1, 1996. Wolfgang Burre, H. Hoffman, Wilfred Wesslau and Dagmar Blanker
have each agreed to enter into three year employment agreements to be effective
as of July 1, 1996.
BOARD MEETINGS AND COMMITTEES
The Board of Directors is responsible for the management of the Company.
During the year ended June 30, 1996, the Board of Directors held 12 meetings.
Each incumbent director attended at least 75% of all meetings of the Board and
committees on which the person served which were held during the year.
The Board of Directors has an Audit Committee (the "Audit Committee") and a
Compensation Committee (the "Compensation Committee"). The Company has no
executive committee. The Audit Committee is composed of Clive Kabatznik, Charles
Goodwin and John Mackey. The Audit Committee is responsible for recommending
annually to the Board of Directors the independent auditors to be retained by
the Company, reviewing with the independent auditors the scope and results of
the audit engagement and establishing and monitoring the Company's financial
policies and control procedures. The Audit Committee did not meet during fiscal
year 1995.
The Compensation Committee is composed of Charles Goodwin and John Mackey.
These persons are intended to be Non-Employee Directors within the meaning of
Rule 16b-3(b)(3)(i) promulgated under the Securities Exchange Act of 1934 (the
Securities Exchange Act). The Compensation Committee has power and authority
with respect to all matters pertaining to compensation payable by the Company
and the administration of employee benefits, deferred compensation and the stock
option plans of the Company. The Compensation Committee met on one occasion
during fiscal year 1995.
6
<PAGE>
COMPENSATION OF DIRECTORS
Except for Mr. Levy, directors of the Company do not receive fixed
compensation for their services as directors other than options to purchase
5,000 shares of Common Stock under the Company's stock option plan for every
year of service as a director of the Company. Mr. Levy receives an annual
service fee of $30,000 and options to purchase 5,000 shares of the Company's
Common Stock for every year of service as a director of the Company. However,
directors will be reimbursed for their reasonable out-of-pocket expenses
incurred in connection with their duties to the Company.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the annual and long
term compensation from the Company's inception through the fiscal year ended
June 30, 1996 of Clive Kabatznik, the Company's President and Chief Executive
Officer, for services rendered in all capacities to the Company and its
subsidiaries. No other executive officer of the Company and its subsidiaries
received a salary and bonus during this time period in excess of $100,000.
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION AWARDS
----------------------------------------------------- -----------
<S> <C> <C> <C> <C> <C>
SECURITIES
NAME AND OTHER ANNUAL UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS
------------------ --------- ---------- ----------- ----------------- -----------
Clive Kabatznik,.................................... 1995 $ 135,000 -- -- 205,000
President and Chief Executive Officer of the
Company
<CAPTION>
<S> <C>
NAME AND RESTRICTED
PRINCIPAL POSITION STOCK AWARDS
------------------ -----------------
Clive Kabatznik,.................................... --
President and Chief Executive Officer of the
Company
</TABLE>
OPTION GRANTS IN FISCAL 1996
The following table sets forth the details of options granted to those
individuals listed in the Summary Compensation Table who received options during
fiscal 1996.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATE OF
STOCK PRICE
PERCENT OF TOTAL APPRECIATION
OPTIONS GRANTED TO PER SHARE FOR OPTION TERM
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION ----------------------
GRANTED FISCAL YEAR (1) PRICE DATE 5% 10%
--------- ------------------- ------------- --------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Michael Levy.............................. 5,000 2.22% 5.00 (2) 6,900 15,275
Clive Kabatznik........................... 205,000 91.12% 5.00 (3) 1,547,571 1,363,332
Charles S. Goodwin........................ 5,000 2.22% 5.00 (2) 6,900 15,275
John Mackey............................... 5,000 2.22% 5.00 (2) 6,900 15,275
</TABLE>
- ------------------------
(1) The numbers have been rounded for the purpose of this table.
(2) Options granted will expire five years from the date granted and are
immediately exercisable.
(3) 55,000 options granted will expire five years from the date granted; 150,000
additional options will be exercisable following the seventh anniversary of
the grant date and until the tenth anniversary of such date, subject to
accelerated vesting upon the Company's realization of certain earnings per
share targets.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
No options were exercised by any named executive officers during fiscal
1996.
EMPLOYMENT AGREEMENTS
First South Africa Management ("FSAM"), the Company's management subsidiary,
has entered into an Employment Agreement with Clive Kabatznik, the Vice Chairman
President and Chief Executive Officer of the Company and of FSAM. Under the
terms of such agreement, Mr. Kabatznik shall devote substantially all of his
business time, energies and abilities to the Company and its subsidiaries and
shall receive an annual salary of $180,000 and options to purchase 55,000 shares
of Common Stock at an exercise price of $5.00 per share. Mr. Kabatznik's salary
under his Employment Agreement shall not
8
<PAGE>
increase prior to February 24, 1997. In addition, Mr. Kabatznik has been granted
additional options to purchase 150,000 shares of Common Stock of the Company at
the exercise price of $5.00 per share, exercisable after the seventh anniversary
following the grant date, provided that vesting of such options will be
accelerated as follows: (i) 50,000 options will be exercisable on such earlier
date that the Company realizes earnings per share of $.75 or more on a fiscal
year basis, (ii) an additional 50,000 options will be exercisable on such
earlier date that the Company realizes earnings per share of $1.00 or more on a
fiscal year basis and (iii) an additional 50,000 options will be exercisable on
such earlier date that the Company realizes earnings per share of $1.50 or more
on a fiscal year basis. The Company intends, during the term of Mr. Kabatznik's
employment agreement, to pay Mr. Kabatznik an annual incentive bonus of five
percent of the Minimum Pretax Income (as defined in an Earnout Escrow Agreement
that the Company entered into on October 30, 1995, as amended) above $4,000,000,
as shall be reported in the Company's audited financial statements for each
fiscal year in which Mr. Kabatznik is employed, exclusive of any extraordinary
earnings or charges which would result from the release of the Earnout Escrow
Shares as defined in such Earnout Escrow Agreement, as amended.
FSAM has entered into a consulting agreement with Mr. Levy, pursuant to
which he shall serve as a consultant to FSAM and shall receive compensation of
$30,000 per annum. The term of the agreement is for a period of three years.
STOCK OPTION PLANS
The Board of Directors of the Company has adopted and the shareholders
(prior to the Company's Initial Public Offering) approved the Company's 1995
Stock Option Plan (the "Stock Option Plan"). The Stock Option Plan provides for
the grant of (i) options that are intended to qualify as incentive stock options
(Incentive Stock Options) within the meaning of Section 422 of the Code to key
employees and (ii) options not intended to so qualify (Nonqualified Stock
Options) to key employees (including directors and officers who are employees of
the Company), and to directors and consultants who are not employees. The total
number of shares of Common Stock for which options may be granted under the
Stock Option Plan is 350,000 shares.
The Stock Option Plan is to be administered by the Compensation Committee of
the Board of Directors. The Committee shall determine the terms of options
exercised, including the exercise price, the number of shares subject to the
option and the terms and conditions of exercise. No option granted under the
Stock Option Plan is transferable by the optionee other than by will or the laws
of descent and distribution and each option is exercisable during the lifetime
of the optionee only by such optionee or his legal representatives.
The exercise price of Incentive Stock Options granted under the Stock Option
Plan must be at least equal to the fair market value of such shares on the date
of grant (110% of fair market value in the case of an optionee who owns or is
deemed to own stock possessing more than 10% of the voting rights of the
outstanding capital stock of the Company (or any of its subsidiaries). The term
of each option granted pursuant to the Stock Option Plan shall be established by
the Committee, in its sole discretion; provided, however, that the maximum term
for each Incentive Stock Option granted pursuant to the Stock Option Plan is ten
years (five years in the case of an optionee who owns or is deemed to own stock
possessing more than 10% of the total combined voting power of the outstanding
capital stock of the Company (or any of its subsidiaries)). Options shall become
exercisable at such times and in such installments as the Committee shall
provide in the terms of each individual option. The maximum number of shares for
which options may be granted to any individual in any fiscal year is 210,000.
The Stock Option Plan also contains an automatic option grant program for
the non-employee directors. Each non-employee director of the Company is
automatically granted an option for 5,000 shares of Common Stock. Thereafter,
each person who is a non-employee director of the Company following an annual
meeting of shareholders will be automatically granted an option for an
additional 5,000 shares of
9
<PAGE>
Common Stock. Each grant will have an exercise price per share equal to the fair
market value of the Common Stock on the grant date and will have a term of five
years measured from the grant date, subject to earlier termination if an
optionee's service as a Board member is terminated for cause.
As of the Record Date, the Company has granted options to purchase 225,000
shares of Common Stock under the Plan, none of which have been exercised.
PERFORMANCE GRAPH
The following graph compares the cumulative return to holders of the
Company's Common Stock for the period commencing January 24, 1996 and ending
June 30, 1996, with the Nasdaq Index and the Standard & Poor's Conglomerate
Index as a peer group index for the same period. The comparison assumes $100 was
invested on January 24, 1996 in the Company's Common Stock and in each of the
comparison groups. The Company has paid no dividends to date.
<TABLE>
<CAPTION>
1/24/96 2/29/96 3/31/96 4/30/96 5/31/96 6/30/96
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK 100 100 72.22 66.66 111.11 127.77
NASDAQ INDEX 100 103.78 105.69 115.39 122.09 114.52
S&P GROUP 100 106.18 106.70 114.43 114.94 108.76
</TABLE>
10
<PAGE>
COMPENSATION COMMITTEE'S REPORT
CONCERNING EXECUTIVE COMPENSATION
OVERVIEW
Since December 20, 1995, compensation determinations have been made by the
Compensation Committee, except as otherwise reflected in the Company's records.
The Company seeks to provide executive compensation that will support the
achievement of the Company's financial goals while attracting and retaining
talented executives and rewarding superior performance. In performing this
function, the Compensation Committee reviews executive compensation surveys and
other available information and may from time to time consult with independent
compensation consultants. The Compensation Committee presently consists of
Charles Goodwin and John Mackey.
The Company seeks to provide an overall level of compensation to the
Company's executives that is competitive within the Company's industry and other
companies of comparable size and complexity. Compensation in any particular case
may vary from any industry average on the basis of annual and long-term Company
performance as well as individual performance. The Compensation Committee
exercises its discretion to set compensation where in its judgment external,
internal or individual circumstances warrant it.
In general, the Company compensates its executive officers through a
combination of base salary, annual incentive compensation in the form of cash
bonuses and long-term incentive compensation in the form of stock options. In
addition, executive officers participate in benefit plans, including medical,
dental and retirement plans, that are available generally to the Company's
employees.
The duties of the Compensation Committee include the granting of stock
options under the 1995 Stock Option Plan to executive employees of the Company.
The Compensation Committee determines the number of shares granted to
individuals, as well as, among other things, the exercise price and vesting
periods of such options, taking into account each individual's level of
responsibility, compensation level, contribution to the Company's performance,
future goals and the performance expected of him or her.
EXECUTIVE OFFICER COMPENSATION
During the fiscal year ended June 30, 1996, FSAM has entered into an
Employment Agreement with Clive Kabatznik, which agreement is currently in
effect and expires in October 2000. See "Executive Compensation--Employment
Agreements." FSAM has also entered into a consulting agreement with Michael
Levy, pursuant to which he shall serve as a consultant to FSAM. The term of the
agreement is for a period of three years. See "Executive
Compensation--Employment Agreements." The base salary, bonuses, benefits and
conditions of these contracts were determined through a review of previous
employment terms for these individuals as well as a review of the recent trends
in the Company's revenues and profits. The Company believes that the base salary
levels currently in effect are competitive to salary levels in similarly
situated companies. In addition, the Compensation Committee at the time decided
to link such persons' compensation directly to the Company's earnings before
interest and taxes.
Under the terms of the 1995 Stock Option Plan, Clive Kabatznik was granted
options to purchase 205,000 shares of Common Stock. Of such options, 150,000
vest pursuant to a schedule under his Employment Agreement with FSAM. See
"Executive Compensation--Employment Agreements." The Compensation Committee
feels that options and other stock-based performance compensation arrangements
are an effective incentive for managers to create value for stockholders since
the value of an option bears a direct relationship to the Company's stock price.
The Compensation Committee believes that linking executive compensation to
corporate performance results in a better alignment of compensation with
corporate goals and shareholder interests. As performance goals are met or
exceeded, resulting in increased value to shareholders, executives are
11
<PAGE>
rewarded commensurately. The Compensation Committee believes that compensation
levels during fiscal 1996 adequately reflect the Company's compensation goals
and policies.
Respectfully submitted,
Charles Goodwin
John Mackey
12
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
J. LEVY LOAN
In 1986, Mr. J. Levy, Michael Levy's father, extended to Starpak a loan in
the principal amount of R600,000 (which equaled approximately $300,000 at the
prevailing exchange rate at the time of the loan), which loan bears interest at
1% per annum below the prime bank overdraft rate and is secured by a second
mortgage on certain property owned by Starpak having a book value of $767,180.
The original loan contained no fixed terms of repayment. The terms of the loan
were amended in January 1996 as follows: the loan will bear interest at 1% below
the prime bank overdraft rate (currently 19.25% per annum) and will be repayable
over a period of 30 months. The first twenty four monthly installments will be
$5,563 each, inclusive of principal and interest, the first of which was paid on
October 30, 1995. The balance outstanding after twenty four months will then be
repayable in six equal monthly installments.
MICHAEL LEVY LOAN AND MANAGEMENT FEES
During the period commencing March 1, 1995 and ending January 15, 1996,
Michael Levy received certain non-interest bearing loans from Starpak and L.S.
Pressings. The highest amount outstanding during that period, as well as the
amount outstanding as of June 30, 1996, was $47,000. Mr. Levy shall repay such
amount by June 30, 1997. Mr. Levy has received no non-interest bearing loans
from the Company (or any of its subsidiaries) since January 15, 1996. In the
years ended February 28, 1995 and 1994, Starpak and L.S. Pressings paid Mr. Levy
management fees of $83,570 and $93,670, respectively.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, (the
"Exchange Act") requires the Company's executive officers and directors, and
persons who beneficially own more than 10% of the Company's Common Stock, to
file initial reports of ownership and reports of changes of ownership with the
Securities and Exchange Commission and furnish copies of those reports to the
Company. Based solely on a review of the copies of the reports furnished to the
Company to date, or written representations that no reports were required, the
Company believes that all reports required to be filed by such persons with
respect to the Company's fiscal year ending June 30, 1996 were timely made,
except for reports on Form 3 that were filed by Messrs. Levy, Kabatznik and
Nestadt.
PROPOSAL 2
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Price Waterhouse has audited the financial statements of the
Company. The Board of Directors has, subject to ratification by stockholders,
appointed that firm to act as its independent public accountants for the fiscal
year ending June 30, 1997. Accordingly, management will present to the Meeting a
resolution ratifying the appointment of Price Waterhouse as the Company's
independent public accountants for the fiscal year ending June 30, 1997. A
representative of Price Waterhouse is not expected to be present at the Meeting.
13
<PAGE>
MISCELLANEOUS
STOCKHOLDER PROPOSALS
Any stockholder proposal intended to be presented at the 1997 Annual Meeting
of Stockholders must be received by the Company not later than July 15, 1997 for
inclusion in the Company's proxy statement and form of proxy for that meeting.
SOLICITATION OF PROXIES
The cost of preparing, assembling and mailing the Notice of Annual Meeting,
this Proxy Statement and Proxies is to be borne by the Company. The Company will
also reimburse brokers who are holders of record of Common Stock for their
expenses in forwarding Proxies and Proxy soliciting material to the beneficial
owners of such shares. In addition to the use of the mails, Proxies may be
solicited without extra compensation by directors, officers and employees of the
Company by telephone, telecopy, telegraph or personal interview.
OTHER MATTERS
Management does not intend to bring before the Meeting for action any
matters other than those specifically referred to above and is not aware of any
other matters which are proposed to be presented by others. If any other matters
or motions should properly come before the Meeting, the persons named in the
Proxy intend to vote thereon in accordance with their judgment on such matters
or motions, including any matters or motions dealing with the conduct of the
Meeting.
The 1996 Annual Report of the Company, including financial statements and
report thereon of Price Waterhouse, accompanies this Proxy Statement but is not
incorporated in and is not to be deemed a part of this Proxy Statement.
PROXIES
All stockholders are urged to fill in their choices with respect to the
matters to be voted upon, sign and promptly return the enclosed form of Proxy.
By Order of the Board of Directors,
Tucker Hall,
Secretary
November 15, 1996
14
<PAGE>
PROXY PROXY
FIRST SOUTH AFRICA CORP., LTD.
(Solicited on behalf of the Board of Directors)
The undersigned holder of Common Stock of FIRST SOUTH AFRICA CORP., LTD.,
revoking all proxies heretofore given, hereby constitutes and appoints Michael
Levy and Clive Kabatznik and each of them, Proxies, with full power of
substitution, for the undersigned and in the name, place and stead of the
undersigned, to vote all of the undersigned's shares of said stock, according to
the number of votes and with all the powers the undersigned would possess if
personally present, at the Annual Meeting of Stockholders of FIRST SOUTH AFRICA
CORP., LTD., to be held at The University Club, 1 West 54th Street, New York,
New York on Monday, December 16, 1996, at 2:00 p.m., Eastern Standard Time, and
at any adjournments or postponements thereof.
The undersigned hereby acknowledges receipt of the Notice of Meeting and
Proxy Statement relating to the meeting and hereby revokes any proxy or proxies
heretofore given.
Each properly executed Proxy will be voted in accordance with the
specifications made on the reverse side of this Proxy and in the discretion of
the Proxies on any other matter that may properly come before the meeting. Where
no choice is specified, this Proxy will be voted FOR all listed nominees to
serve as directors and FOR Proposal 2.
PLEASE MARK, DATE AND SIGN THIS PROXY ON THE REVERSE SIDE
<PAGE>
A. /X/ PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL
LISTED NOMINEES AND FOR PROPOSAL 2.
(1) Election of five Directors WITHHOLD AUTHORITY to vote
FOR all nominees listed for all listed nominees below
(except as marked to the contrary) / /
/ /
___________________________________________________________
Nominees: Michael Levy Clive Kabatznik Charles S. Goodwin
John Mackey Cornelius J. Roodt
(Instruction: To withhold authority to vote for any
individual nominee, circle that nominee's name in the list
provided above.)
(2) Ratify the appointment of Price FOR AGAINST ABSTAIN
Waterhouse as the Company's independent / / / / / /
public accountants.
(3) In their discretion, the Proxies are
authorized to vote upon such other business
as may properly come before the Annual Meeting.
Dated __________________________________________________, 1996
_______________________________________________________________
_______________________________________________________________
Signature(s)
(Signatures should conform to names as registered. For
jointly owned shares, each owner should sign. When signing
as attorney, executor, administrator, trustee,
guardian or officer of a corporation, please give full title.)
PLEASE MARK AND SIGN ABOVE AND RETURN PROMPTLY
