Schedule 13E-4/A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 3)
FIRST SOUTH AFRICA CORP., LTD.
------------------------------
(Name of Issuer)
FIRST SOUTH AFRICA CORP., LTD.
------------------------------------
(Name of Person(s) Filing Statement)
(1) Redeemable Class A Warrants
(2) Redeemable Class B Warrants
-------------------------------
(Title of Class of Securities)
(1) G34874118
(2) G34874126
-------------------------------------
(CUSIP Number of Class of Securities)
Henry I. Rothman, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
(212) 704-6000
-------------------------------------
Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications on Behalf
of the Person(s) Filing Statement
October 10, 1997
-------------------------------------
Date Tender Offer First Published,
Sent or Given to Security Holders
Calculation of Filing Fee
- --------------------------------------------------------------------------------
Transaction Valuation* | Amount of Filing Fee
|
$13,519,092.72 | $2,703.82
|
- --------------------------------------------------------------------------------
-------------------------------------
*In accordance with Rule 0-11(a)(4) and Rule 0-11(b)(2), the transaction
valuation and filing fee was calculated based on the closing bid price of $3.563
and $1.50 for the Class A Warrants and Class B Warrants, respectively,
-1-
<PAGE>
each as reported on the Nasdaq SmallCap Market on October 7, 1997 multiplied by
2,735,940 and 2,513,959, the number of Class A Warrants and Class B Warrants,
respectively, outstanding on such date.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $2,703.82
------------------------------------------------------
Form or Registration No.: Schedule 13E-4
------------------------------------------------------
Filing Party: First South Africa Corp., Ltd.
------------------------------------------------------------------
Date Filed: October 10, 1997
------------------------------------------------------------------
-2-
<PAGE>
This Amendment No. 3 (the "Amendment") to Issuer Tender Offer
Statement on Schedule 13E-4 filed on October 10, 1997, as amended on October 14,
1997 and November 14, 1997 (the "Statement") is being filed by First South
Africa Corp., Ltd., a Bermuda corporation (the "Company"), and relates to the
offer by the Company to holders of its outstanding Redeemable Class A Warrants
Common Stock Purchase Warrants (the "Class A Warrants") and Redeemable Class B
Warrants (the "Class B Warrants" and, together with the Class A Warrants, the
"Warrants"), upon and subject to the terms and conditions set forth in the
Offering Circular dated October 10, 1997 (the "Offering Circular"), filed as
Exhibit (a)(i) to the Statement, of (i) two shares of the Company's common
stock, par value, par value $.01 per share (the "Common Stock"), in exchange for
three Class A Warrants and three Class B Warrants, (ii) two shares of Common
Stock in exchange for five Class A Warrants and/or (iii) two shares of Common
Stock in exchange for ten Class B Warrants (collectively, the "Exchange Offer").
This Amendment is being filed to amend the Items of the Statement as
set forth below as a result of (i) the elimination of the requirement that the
Company receive the tender of at least 75% of the Class A Warrants and 75% of
the Class B Warrants for the Company to effect the Exchange Offer and (ii) the
extension of the expiration date of the Exchange Offer to 5:00 p.m. New York
City time, on Tuesday, November 25, 1997, unless further extended. Capitalized
terms used but not otherwise defined herein have the meaning ascribed to such
terms in the Offering Circular.
ITEM 8. Additional Information.
Item 8(e) of the Statement is amended by adding the following:
The Offering Circular is hereby amended to reflect (i)
the elimination of the requirement that the Company receive the
tender of at least 75% of the Class A Warrants and 75% of the Class
B Warrants for the Company to effect the Exchange Offer and (ii) the
extension of the Expiration Date of the Exchange Offer to 5:00 p.m.
New York City time on Tuesday, November 25, 1997, unless further
extended, and that tenders may be withdrawn prior to the Expiration
Date and unless theretofore accepted for exchange, may be withdrawn
after 5:00 p.m., New York City time, on Friday, December 26, 1997.
ITEM 9. Material to Be Filed as Exhibits.
Item 9 of the Statement is amended by adding the following exhibit:
(a)(xi) Press Release, dated November 19, 1997.
-3-
<PAGE>
SIGNATURE
After due inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
FIRST SOUTH AFRICA CORP., LTD.
By: /s/ Clive Kabatznik
------------------------
Clive Kabatznik
President
Date: November 19, 1997
-4-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ------------ --------
9(a)(xi) Press Release, dated November 19, 1997.
-5-
From: First South Africa Corp., Ltd.
2665 South Bayshore Drive
Coconut Grove, Florida 33133
www.firstsouthafrica.com
Contact: Rebecca Freeman (305) 857-5009
- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
FIRST SOUTH AFRICA CORP., LTD. ANNOUNCES THAT IT HAS ELIMINATED THE REQUIREMENT
THAT A MINIMUM NUMBER OF CLASS A WARRANTS AND CLASS B WARRANTS BE TENDERED FOR
THE COMPANY TO EXCHANGE ITS COMMON STOCK FOR OUTSTANDING WARRANTS AND ANNOUNCES
THE EXTENSION OF THE EXPIRATION DATE OF THE COMMON STOCK EXCHANGE OFFER FOR ITS
CLASS A AND CLASS B WARRANTS TO 5:00 P.M. NEW YORK CITY TIME, ON TUESDAY,
NOVEMBER 25, 1997
Coconut Grove, FL, November 19, 1997 -- First South Africa Corp., Ltd.
(Nasdaq-FSACF) today announced that it has eliminated the requirement that a
minimum number of Class A Warrants and Class B Warrants be tendered for the
Company to exchange its Common Stock for outstanding Warrants. Prior to the
change, the Company had indicated that its warrant exchange offer required,
among other things, the tender of at least 75% of the Class A Warrants and 75%
of the Class B Warrants to close. As of November 18, 1997, the Company had
received the tender of more than 60% of each class. The Company also announced
that it has extended the expiration date of the exchange offer for all
outstanding Class A and Class B Warrants to 5:00 p.m. New York City time, on
Tuesday, November 25, 1997, unless further extended.
Holders of the Company's Class A and Class B Warrants have been offered the
opportunity to convert three A and three B Warrants for two shares of Common
Stock. Holders of only A Warrants have been offered the opportunity to convert
five A Warrants for two shares of Common Stock. Holders of only B Warrants have
been offered the opportunity to convert ten B Warrants for 2 shares of Common
Stock.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy securities, which offer is made only by means of the exchange
offer documents.
