SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE TO
Tender offer statement under Section 14(d)(1)
or 13(e)(4) of the Securities Exchange Act of 1934
(Amendment No. 1)
The Southern Africa Fund, Inc.
_____________________________________________________
(Name of Subject Company (issuer))
The Southern Africa Fund, Inc.
_____________________________________________________
(Names of Filing Persons (offeror and issuer))
Common Stock, Par Value $.01 Per Share
_____________________________________________________
(Title of Class of Securities)
842157 10 9
_____________________________________________________
(CUSIP Number of Class of Securities)
Edmund P. Bergan, Jr.
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105
(212) 969-1000
_____________________________________________________
(Name, address, and telephone numbers of person authorized to
receive notices and communications on behalf of filing persons)
With a copy to:
Bruce D. Senzel
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
<PAGE>
Calculation of Filing Fee
Transaction Valuation Amount of Filing Fee
$4,130,481.90(a) $826.10(b)
(a) Calculated as the aggregate maximum purchase price to be
paid for 240,284 shares in the offer, based upon the net
asset value per share of $17.19 at April 20, 2000.
(b) Calculated as 1/50th of 1% of the Transaction Valuation.
[ X ] Check the 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: $826.10
Form or Registration No.: Schedule TO
Filing Party: The Southern Africa Fund, Inc.
Date Filed: April 25, 2000
[ ] Check the box if the filing relates solely to
preliminary communications made before the commencement of a
tender offer.
Check the appropriate boxes below to designate any
transactions to which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[ X ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender offer: [ X ]
2
<PAGE>
This Amendment No. 1 to the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on
April 25, 2000 by The Southern Africa Fund, Inc. (the "Fund")
relating to an offer to purchase for cash (the "Offer") 240,284
of the Fund's issued and outstanding shares of common stock, par
value $.01 per share (the "Shares"), amends such Statement on
Schedule TO to add the following information in accordance with
Rule 13e-4(c)(4) of the Securities and Exchange Act of 1934 and
General Instruction H of Schedule TO:
The Offer expired at 12:00 Midnight Eastern Time on
May 22, 2000. Pursuant to the Offer 3,566,333 Shares
were properly tendered and not withdrawn and 240,284 of
the tendered Shares were accepted by the Fund on May 30,
2000 for purchase at the price of $16.59 per Share, the
net asset value per Share as determined as of the close
of the regular trading session of the New York Stock
Exchange on May 23, 2000. Payment for the Shares
purchased was made on May 31, 2000. The aggregate
purchase price paid by the Fund for the Shares purchased
pursuant to the Offer was $3,986,311.50.
Item 12. Exhibits.
The following material is hereby filed as additional exhibits
to the Fund's Statement on Schedule TO:
(a)(7) Text of Press Release dated and issued May 23, 2000.
(b)(8) Text of Press Release dated and issued May 30, 2000.
3
<PAGE>
FOR IMMEDIATE RELEASE
Shareholder Contact:
1-800-221-5672
Media Contact:
Shira Zackai
212-969-6387
THE SOUTHERN AFRICA FUND, INC.
ANNOUNCES EXPIRATION OF TENDER OFFER
AND PRELIMINARY RESULTS
-------------------------------------
NEW YORK, NY May 23, 2000 - The Southern Africa Fund, Inc.
(NYSE:SOA) (the "Fund") announced today that its tender offer for
240,284 of its issued and outstanding shares of common stock
representing approximately 5% of the Fund's outstanding shares
expired yesterday at 12:00 Midnight Eastern Time. Shares
tendered may be withdrawn at any time prior to 5:00 P.M. Eastern
Time on May 24, 2000.
Based upon current information, approximately 3,573,633 shares
were tendered, of which approximately 39,352 shares were tendered
pursuant to notices of guaranteed delivery. Based on this
preliminary information, the proration for each tendering
stockholder is estimated to be 6.8% of the shares properly
tendered. These numbers are subject to adjustment and should not
be regarded as final. The actual number of shares to be
purchased will be announced at a later date. Management of the
Fund anticipates acceptance on May 30, 2000 of 240,284 shares
properly tendered and that payment for such shares will be made
on May 31, 2000. The purchase price of properly tendered shares
is the net asset value per share determined as of the close of
the regular trading session of the New York Stock Exchange today.
The Fund is a non-diversified, closed-end U.S. registered
management investment company managed by Alliance Capital
Management L.P. As of May 22, 2000, the Fund's total net assets
were approximately $79.5 million.
4
<PAGE>
FOR IMMEDIATE RELEASE
Shareholder Contact:
1-800-221-5672
Media Contact Only:
Shira Zackai
212-969-6387
THE SOUTHERN AFRICA FUND, INC.
ANNOUNCES RESULTS OF TENDER OFFER
---------------------------------
NEW YORK, NY May 30, 2000 The Southern Africa Fund, Inc.
(NYSE:SOA) (the "Fund") announced today that in accordance with
its tender offer for up to 240,284 of its shares of common stock
which expired on May 22, 2000, the Fund has accepted that number
of shares for payment tomorrow at $16.59 per share. These shares
represent 5% of the Funds outstanding shares. A total of
3,566,333 shares were properly tendered and not withdrawn by May
24, 2000, the final date for withdrawals. Therefore, on a pro
rated basis, 6.74% of the shares so tendered by each tendering
stockholder have been accepted for payment.
The purpose of the tender offer was to fulfill an undertaking
made in connection with the initial public offering of the Funds
shares.
The Fund is a non-diversified, closed-end U.S. registered
management investment company managed by Alliance Capital
Management L.P. As of May 22, 2000, the date on which the Fund's
tender offer expired, the Fund's total net assets were
approximately $79.5 million.
5
<PAGE>
SIGNATURE
After due 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.
THE SOUTHERN AFRICA FUND, INC.
/s/ EDMUND P. BERGAN, JR.
--------------------------------
Name: Edmund P. Bergan, Jr.
Title: Secretary
Dated: June 1, 2000
6
00250000.BB6
