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UNITED SATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTO, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
FIRST SOUTH AFRICA CORP., LTD.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
G34874100
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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
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 the purpose 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).
SEC 1745 (2-95)
Page 1 of 4 pages
<PAGE>
13G
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CUSIP NO. G34874100 PAGE 2 OF 4 PAGES
- ------------------- -----------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael Levy
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
South African
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,596,704
OWNED BY ------------------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 0
WITH ------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
1,320,116
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8 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,596,704
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
n/a
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
37%
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12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 2 of 4 pages
<PAGE>
13G
- ------------------ -----------------
CUSIP NO.G34874100 PAGE 3 OF 4 PAGES
- ------------------ -----------------
ITEM 4. OWNERSHIP. As of December 31, 1997:
(a) Amount beneficially owned: 2,596,704 shares. Includes
(i) 570,137 shares of Class B Common Stock, (ii) 383,523
shares of Class B Common Stock issued to American Stock
Transfer & Trust Company (the "FSAH Escrow Agent")
pursuant to the terms of an escrow agreement entered
into in January 1996 by and among certain holders of
Class B Shares issued by First South African Holdings
(Pty) Ltd. ("FSAH"), the FSAH Escrow Agent and the
Issuer, of which the FSA Stock Trust may be deemed the
owner and for which Mr. Levy has been granted a voting
proxy, (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 which was
purchased by Mr. Levy upon the closing of the
acquisition of Europair Africa (Pty) Ltd., (iv) 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, (v) 20,000 shares of Common Stock, par
value $.01 per share, issuable upon exercise of options
that are immediately exercisable at an exercise price of
(a) $6.00 per share with respect to 10,000 options, (b)
$5.00 per share with respect to 5,000 options and $3.75
per share with respect to 5,000 options, and (vi)
1,276,588 shares of Common Stock issued to the FSAH
Esrow Agent pursuant to certain escrow agreements with
respect to 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. Each share of Class B Common Stock
has five votes per share; each share of Common Stock has
one vote per share.
(b) Percent of Class: 37%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 2,596,704
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or direct the disposition
of: 1,320,116
(iv) shared power to dispose or direct the
disposition of: 0
SEC 1745 (2-95)
Page 3 of 4 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
FEBRUARY 9, 1998
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Date
/s/ Michael Levy
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Signature
Michael Levy
Chairman of the Board of Directors
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Name/Title
SEC 1745 (2-95)
Page 4 of 4 pages
