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. 4)
FIRST SOUTH AFRICA CORP., LTD.
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(Name of Issuer)
FIRST SOUTH AFRICA CORP., LTD.
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(Name of Person(s) Filing Statement)
(1) Redeemable Class A Warrants
(2) REDEEMABLE CLASS B WARRANTS
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(Title of Class of Securities)
(1) G34874118
(2) G34874126
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(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
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Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications on Behalf
of the Person(s) Filing Statement
OCTOBER 10, 1997
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Date Tender Offer First Published,
Sent or Given to Security Holders
Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee
$13,519,092.72 $2,703.82
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*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,
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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
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Form or Registration No.: SCHEDULE 13E-4
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Filing Party: FIRST SOUTH AFRICA CORP., LTD.
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Date Filed: OCTOBER 10, 1997
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This Amendment No. 4 (the "Amendment") to Issuer Tender Offer
Statement on Schedule 13E-4 filed on October 10, 1997, as amended on October 14,
1997, November 14, 1997 and November 19, 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 Class A
Warrants Redeemable 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 to report the results of the issuer tender offer.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Item 4 of the Statement is amended by adding the following:
The Exchange Offer expired on November 25, 1997. Based upon
a final count by the Company's exchange agent, 1,812,691 Class A
Warrants and 1,734,195 Class B Warrants were properly tendered and
have been exchanged by the Company in the Exchange Offer. Such
Warrants totaled approximately 67.3% and 67.9% of the Class A
Warrants and Class B Warrants, respectively, outstanding on October
10, 1997. The Company issued 1,175,345 shares of Common Stock to
persons who exchanged Warrants.
ITEM 5. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Statement is amended by adding the following exhibit:
(a)(xii) Press Release, dated November 25, 1997.
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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
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Clive Kabatznik
President
Date: December 3, 1997
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
9(a)(xii) Press Release, dated November 25, 1997.
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FROM: First South Africa Corp., Ltd.
2665 South Bayshore Drive
Coconut Grove, FL 33133
www.firstsouthafrica.com
Contact: Rebecca Freeman (305) 857-5009
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FOR IMMEDIATE RELEASE
FIRST SOUTH AFRICA CORP., LTD. ANNOUNCES COMPLETION
OF COMMON STOCK EXCHANGE OFFER FOR ITS CLASS A WARRANTS
AND CLASS B WARRANTS AT 5:00PM NEW YORK CITY TIME,
ON TUESDAY, NOVEMBER 25, 1997
Coconut Grove, FL, November 25, 1997 -- First South Africa Corp., Ltd, (Nasdaq
- -FSACF) today announced that it has completed its offer to exchange common stock
for all its outstanding Class A and Class B Warrants. Based on a preliminary
count, a total of approximately 1,807,891 A Warrants and 1,740,461 B Warrants
(including Warrants subject to guarantees of delivery) were tendered for
exchange. Holders of the Company's Class A and Class B Warrants were offered the
opportunity to convert 3 A and 3 B Warrants for 2 shares of common stock.
Holders of only A Warrants were offered the opportunity to convert 5 A Warrants
for 2 shares of common stock. Holders of only B Warrants were offered the
opportunity to convert 10 B Warrants for 2 shares of common stock.
The Company noted that it had issued 2.95 million A Warrants and 2.3 million B
Warrants under the terms of its January 24, 1996 Initial Public Offering. Upon
completion of the exchange, there will be approximately 886,749 A Warrants and
814,798 B Warrants outstanding. The Company will issue approximately 1,172,145
new shares to complete the exchange.
All properly tendered Warrants will be exchanged in accordance with the offer.
