<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)
First South Africa Corp., Ltd.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
G34874100
(CUSIP Number)
Geoffrey L. Symonds
Trace Capital Partners, L.L.C.
375 Park Avenue, 11th Floor
New York, New York 10152
(212) 230-0400
(Name, address and telephone number of person
authorized to receive notices and communications)
December 4, 1997
(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(b)(3) or (4), check the
following box [ ].
NOTE: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
(Continued on following pages)
(Page 1 of 12 Pages)
____________________
(1) 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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for purposes 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). <PAGE>
13D
CUSIP No. G34874100 PAGE 2 OF 12 PAGES
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Trace Global Opportunities Fund, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS *
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
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
136,320
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER 136,320
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
136,320
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 2.7
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON *
PN
_____________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT! <PAGE>
13D
CUSIP No. G34874100 PAGE 3 OF 12 PAGES
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Trace Capital Partners, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS *
AF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
136,320
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
136,320
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
136,320
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.7
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON *
OO
_____________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT! <PAGE>
13D
CUSIP No. G34874100 PAGE 4 OF 12 PAGES
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Geoffrey L. Symonds
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS *
AF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
272,640
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
272,640
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
272,640
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.4
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON *
IN
_____________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT! <PAGE>
13D
CUSIP No. G34874100 PAGE 5 OF 12 PAGES
______________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Trace Offshore Global Opportunities Fund, Ltd.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS *
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 (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
136,320
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
136,320
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
136,320
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.7
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON *
CO
_____________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
13D
CUSIP No. G34874100 PAGE 6 OF 12 PAGES
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Trace Capital Management, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS *
AF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
136,320
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
136,320
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
136,320
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.7
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON *
OO
_____________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
This Amendment No. 1 amends the statement on Schedule 13D which was filed
on September 25, 1997, by the undersigned (the "Schedule 13D") with respect to
the common stock, par value $0.01 (the "Common Stock"), issued by First South
Africa Corp., Ltd., a Bermuda corporation (the "Company"). Except as
specifically provided herein, this Amendment does not modify any of the
information previously reported on Schedule 13D. The Schedule 13D was filed in
paper format pursuant to the Note to Paragraph (a)(1)(iii) of Rule 101 to
Regulation S-T because the Company is a foreign private issuer. Pursuant to
Rule 13d-2(c) promulgated under the Securities Exchange Act of 1934, as
amended, the entire text of the Schedule 13D is restated, as amended hereby.
Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock, par value $.01 per share
(the "Common Stock") issued by First South Africa Corp., Ltd., a Bermuda
corporation (the "Company"), whose principal executive offices are at
Clarendon House, Church Street, Hamilton HM CX, Bermuda.
Item 2. Identity and Background.
(a) This Schedule 13D is filed by (i) Trace Global Opportunities
Fund, L.P., a Delaware limited partnership ("Trace Global"), with respect to
the shares of Common Stock beneficially owned by it, (ii) Trace Capital
Partners, L.L.C., a Delaware limited liability company ("Trace Partners"),
with respect to the shares of Common Stock beneficially owned by Trace Global,
(iii) Trace Offshore Global Opportunities Fund, Ltd., a Cayman Islands company
("Trace Offshore"), with respect to the shares of Common Stock beneficially
owned by it, (iv) Trace Capital Management, L.L.C., a Delaware limited
liability company ("Trace Management"), with respect to the shares of Common
Stock beneficially owned by Trace Offshore and (v) Geoffrey L. Symonds
("Symonds") with respect to the shares of Common Stock beneficially owned by
Trace Global and by Trace Offshore. Symonds, Trace Global, Trace Partners,
Trace Offshore and Trace Management are sometimes referred to herein as the
"Reporting Persons." Trace Partners is the general partner of Trace Global.
Pursuant to an investment management agreement, Trace Management is the
discretionary investment manager for Trace Offshore. Symonds is the managing
member of Trace Partners and Trace Management. Any disclosures made herein
with respect to persons other than the Reporting Persons are made on
information and belief after making inquiry to the appropriate party.
(b) The address of the principal business and principal office of
Symonds, Trace Global, Trace Partners and Trace Management is 375 Park Avenue,
11th Floor, New York, New York 10152. The address of the principal business
and principal office of Trace Offshore is c/o International Fund Services
(Ireland), Harcourt Centre, Harcourt Street, Dublin 2, Ireland.
(c) The principal business of each of Trace Global and Trace Offshore
is that of a private investment firm, engaging in the purchase and sale of
securities for its own account. The principal business of Trace Partners is
providing discretionary investment management services, including the
provision of such services to Trace Global, as its general partner. The
PAGE 7 OF 12 PAGES <PAGE>
principal business of Trace Management is providing discretionary investment
management services, including the provision of such services to Trace
Offshore, as its investment manager. The principal occupation of Symonds is
serving as the managing member of each of Trace Partners and Trace Management,
the principal addresses of which are set forth in Item 2.(b) hereof.
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding, 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.
(f) Symonds is a United States citizen. Trace Global is a Delaware
limited partnership. Each of Trace Partners and Trace Management are Delaware
limited liability companies. Trace Offshore is a Cayman Islands company.
Item 3. Source and Amount of Funds or Other Consideration.
The net investment cost (including commissions, if any)of the shares of
Common Stock beneficially owned by Trace Global is $1,055,314.25. The net
investment cost (including commissions, if any) of the shares of Common Stock
beneficially owned by Trace Offshore is $1,055,314.25.
The shares of Common Stock beneficially owned by each of Trace Global and
Trace Offshore were purchased with their respective working capital.
Item 4. Purpose of Transaction.
The purpose of the acquisition of the shares of Common Stock by Trace
Global and Trace Offshore is for investment. Each may make further purchases
of shares of Common Stock from time to time and may dispose of any or all of
the shares of Common Stock owned by it at any time. None of the Reporting
Persons has any plans which relate to, or could result in, any of the matters
referred to in paragraphs (b) through (j), inclusive, of Item 4 of Schedule
13D. Although the Reporting Persons may, at any time and from time to time,
formulate plans or proposals with respect to any of such matters, they have no
present intention of doing so.
Item 5. Interest in Securities of the Issuer.
(a) The approximate aggregate percentage of shares of Common Stock
reported beneficially owned by each person herein is based on 5,026,393 shares
outstanding, which is the total number of shares of Common Stock outstanding
as of December 4, 1997 according to oral information provided to the Reporting
Persons by the issuer.
PAGE 8 OF 12 PAGES <PAGE>
As of the close of business on December 9, 1997:
(i) Trace Global owns beneficially 136,320 shares of Common Stock,
constituting approximately 2.7%(1) of the shares of Common Stock outstanding.
(ii) Trace Partners owns directly no shares of Common Stock. By
reason of the provisions of Rule 13d-3 promulgated by the Commission pursuant
to the Act, Trace Partners may be deemed to own beneficially the 136,320
shares of Common Stock (constituting approximately 2.7%(1) of the shares of
Common Stock outstanding), beneficially owned by Trace Global.
(iii) Trace Offshore owns beneficially 136,320 shares of Common
Stock, constituting approximately 2.7%(1) of the shares of Common Stock
outstanding.
(iv) Trace Capital owns directly no shares of Common Stock. By
reason of the provisions of Rule 13d-3 promulgated by the Commission pursuant
to the Act, Trace Capital may be deemed to own beneficially the 136,320 shares
of Common Stock (constituting approximately 2.7%(1) of the shares of Common
Stock outstanding), beneficially owned by Trace Offshore.
(v) Symonds owns directly no shares of Common Stock. By reason of
the provisions of Rule 13d-3 promulgated by the Commission pursuant to the
Act, Symonds may be deemed to own beneficially the 272,640 shares of Common
Stock (constituting approximately 5.4%(1) of the shares of Common Stock
outstanding), beneficially owned by Trace Global and Trace Offshore.
(b) (i) Trace Global has the power to vote and dispose of the 136,320
shares of Common Stock beneficially owned by it, which may be exercised by
Trace Partners, as its general partner, and by Symonds as the managing member
of Trace Partners.
(ii) Trace Offshore has the power to vote and dispose of the 136,320
shares of Common Stock beneficially owned by it, which may be exercised by
Trace Management, as its investment manager, and by Symonds as the managing
member of Trace Management.
______________________
(1) The Company also has approximaely 1,822,500 shares of Class B
Common Stock outstanding. Each share of Class B Common Stock entitles the
holder thereof to five votes but is otherwise identical to the Common Stock.
The Class B Common Stock is not registered under the Act. If the Class B
Common Stock were deemed to be of the same class as the Common Stock for
purposes of Section 13(d) of the Act and the rules promulgated pursuant
thereto, the Reporting Persons other than Mr. Symonds would be deemed to
beneficially own 2% of such class and Mr. Symonds would be deemed to
beneficially own 4% of such class, assuming, in each case, no exercise of
warrants exercisable for Common Stock by persons other than the Reporting
Persons.
PAGE 9 OF 12 PAGES <PAGE>
(c) The trading dates, number of shares of Common Stock purchased or
sold and price per share for all transactions in the Common Stock from the
60th day prior to December 4, 1997 until December 4, 1997 by Trace Global and
Trace Offshore are as follows. Pursuant to an exchange offer extended by the
Company (the "Exchange Offer"), 2 shares of Common Stock would be obtained in
exchange for (i) 3 Class A Warrantes and 3 Class B Warrants or (ii) 5 Class A
Warrants. Each of Trace Global and Trace Offshore exchanged a total of 34,200
Class A Warrants and 34,200 Class B Warrants for 22,800 shares of Common Stock
and a total of 71,800 Class A Warrants for 28,720 shares of Common Stock.
During such period, the other Reporting Persons did not enter into any
transactions in the Common Stock.
(d) No person other than each respective record owner referred to
herein of shares of Common Stock is known to have the right to receive or the
power to direct the receipt of dividends from or the proceeds of sale of such
shares of Common Stock.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 hereof or between such
persons and any other person with respect to any securities of the Company,
including but not limited to transfer or voting of any of the securities,
finders fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, naming the persons with whom such contracts,
arrangements, understandings or relationships have been entered into.
Item 7. Material to be Filed as Exhibits.
The following is being filed as an exhibit to this Schedule 13D:
Exhibit 1: A written agreement relating to the filing of joint acquisition
statements as required pursuant to Rule 13d-1(f)(1) promulgated by the
Commission pursuant to the Act.
PAGE 10 OF 12 PAGES <PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: December 9, 1997 TRACE GLOBAL OPPORTUNITIES FUND, L.P.
By: TRACE CAPITAL PARTNERS, L.L.C.
Its: General Partner
By: /s/ Geoffrey L. Symonds
Name: Geoffrey L. Symonds
Its: Managing Member
TRACE CAPITAL PARTNERS, L.L.C.
By: /s/ Geoffrey L. Symonds
Name: Geoffrey L. Symonds
Its: Managing Member
TRACE OFFSHORE GLOBAL OPPORTUNITIES
FUND, LTD.
By: /s/ Marian Fitzpatrick
Name: Marian Fitzpatrick
Its: Director
TRACE CAPITAL MANAGEMENT, L.L.C.
By: /s/ Geoffrey L. Symonds
Name: Geoffrey L. Symonds
Its: Managing Member
/s/ Geoffrey L. Symonds
Geoffrey L. Symonds
<PAGE>
Exhibit 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
DATED: September 23, 1997 TRACE GLOBAL OPPORTUNITIES FUND, L.P.
By: TRACE CAPITAL PARTNERS, L.L.C.
Its: General Partner
By: /s/ Geoffrey L. Symonds
Name: Geoffrey L. Symonds
Its: Managing Member
TRACE CAPITAL PARTNERS, L.L.C.
By: /s/ Geoffrey L. Symonds
Name: Geoffrey L. Symonds
Its: Managing Member
TRACE OFFSHORE GLOBAL OPPORTUNITIES
FUND, LTD.
By: /s/ Marian Fitzpatrick
Name: Marian Fitzpatrick
Its: Director
TRACE CAPITAL MANAGEMENT, L.L.C.
By: /s/ Geoffrey L. Symonds
Name: Geoffrey L. Symonds
Its: Managing Member
/s/ Geoffrey L. Symonds
Geoffrey L. Symonds
