FIRST SOUTH AFRICA CORP LTD
8-K, 1999-02-18
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                 --------------

                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of

                       The Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): February 16, 1999


                          FIRST SOUTH AFRICA CORP., LTD
- --------------------------------------------------------------------------------

               (Exact Name of Registrant as Specified in Charter)


              Bermuda                 0-27494              Not Applicable
     ----------------------------    --------              --------------
    (State or Other Jurisdiction    (Commission            (IRS Employer
          of Incorporation)          File No.)          Identification No.)


Clarendon House, Church Street, Hamilton HM CX, Bermuda
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                  (Zip Code)


        Registrant's telephone number, including area code (441) 295-1422


                                 Not Applicable
- --------------------------------------------------------------------------------

          (Former Name or Former Address, if Changed Since Last Report)
<PAGE>



Item 5.  Other Events

                  The following  transactions relating to issued and outstanding
shares of Class A and Class B Common  Stock of First South  Africa  Corp.,  Ltd.
(the "Company") have been effectuated:

                  312,384 shares of the Company's Class B Common Stock have been
converted by holders to 312,384 shares of Class A Common Stock.

                  563,527 shares of the Company's Class B Common Stock currently
held in escrow with American  Stock  Transfer & Trust Company  ("AST") have been
converted by holders to 563,527 shares of the Company's Class A Common Stock and
Michael Levy has transferred his voting proxy on these shares to AST.

                  Michael  Levy has  transferred  his  voting  proxy on  238,429
shares of Class A Common Stock to AST. The shares are  currently  held in escrow
with AST as escrow agent.

                  Subject  to  final  confirmation  from  certain   shareholders
confirming  the repurchase of their shares in the Company by First South African
Holdings,  a  wholly-owned  subsidiary  of  the  Company,  AST  will  retire  an
additional 1,415,045 shares of Company Class A Common Stock.

                  Following completion of the foregoing events, the Company will
have  5,166,832  shares of Class A Common  Stock and  946,589  shares of Class B
Common Stock issued and outstanding.

                                       -2-

<PAGE>


                                    SIGNATURE

         Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated: February 18, 1999

                                                  FIRST SOUTH AFRICA CORP., LTD.


                                                     By: /s/ Clive Kabatznik
                                                         -----------------------
                                                             Clive Kabatznik

                                              Chief Executive Officer, President



                                       -3-


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