SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.___________)*
First South Africa Corp. Ltd.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
G34874134
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(CUSIP Number)
May 5, 1998
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(Date of Event)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[XX] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
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).
<PAGE>
CUSIP No. G34874134 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Morton Davis
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES 116,200
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 44,000
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 116,200
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8 SHARED DISPOSITIVE POWER
44,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
504,400
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 3 of 5 Pages
Item 1. (a) Name of Issuer:
First South Africa Corp. Ltd.
(b) Address of Issuer's Principal Executive Offices:
Clarendon House
Church Street
Hamilton HM CX, Bermuda
Item 2. (a) Name of Person Filing:
This statement is filed on behalf of J. Morton Davis.
(b) Address of Principal Business Office:
Mr. Davis' business address is 44 Wall Street, New York,
New York 10005.
(c) Citizenship:
Davis is a citizen of the United States.
(d) Title of Class of Securities:
Common Stock, $.01 par value ("shares")
(e) CUSIP Number:
G34874134
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act of 1940
(e) [ ] An investment adviser in accordance with 240.13d-1
(b)(1)(ii)(E)
(f) [ ] An employee benefit Plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F)
(g) [ ] A parent holding Company or control person in
accordance with 240.13d-1(b)(1)(ii)(G)
(h) [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act
(i) [ ] A church plan that is excluded from definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940.
<PAGE>
Page 4 of 5 Pages
Item 4. Ownership.
(a) (b) Davis may be deemed to beneficially own 504,400 shares or
6.9% of the Issuer's shares as follows: (i) 47,200 shares, 2,000
shares underlying 500 Units (1), 49,000 shares underlying 24,500
Class A Warrants (1), and 18,000 shares underlying 18,000 Class B
Warrants (1) owned directly by D.H. Blair Investment Banking
Corp. (2), (ii) 77,800 shares, 224,000 shares underlying 56,000
Units, and 42,400 shares underlying 21,200 Class A Warrants owned
directly by Rosalind Davidowitz (3), and (iii) 44,000 shares
underlying 11,000 Units owned directly by Engex, Inc. (4).
(c) Davis has sole voting and dispositive control of shares owned by
Blair Investment. Rosalind Davidowitz has sole voting and
dispositive power over shares owned directly by her. Voting
and dispositive decisions for those securities owned by Engex,
Inc. are made by Mr. Davis as Chairman of the Board.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below we certify that, to the best of our
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
______________________________________________________________________________
(1) Each Unit ("Unit") consists of one share, one Class A Common Stock
Purchase Warrant ("Class A Warrant"), and one Class B Common Stock Purchase
Warrant ("Class B Warrant"). Each Class A Warrant entitles the holder to
purchase one share and to receive one Class B Warrant at an exercise price of
$6.50 per share exercisable prior to January 24, 2001. Each Class B Warrant
entitles the holder to purchase one share at $8.75 per share prior to January
24, 2001.
(2) J. Morton Davis is an investment banker and sole shareholder of D.H.
Blair Investment Banking Corp. ("Blair Investment"), a broker-dealer registered
under the Securities Exchange Act of 1934.
(3) Rosalind Davidowitz is Mr. Davis' wife. Filing of this statement shall
not be deemed an admission by J. Morton Davis that he beneficially owns the
securities attributed to Rosalind Davidowitz for any purpose. J. Morton Davis
expressly disclaims beneficial ownership of all securities held by Rosalind
Davidowitz for any purpose.
(4) Engex, Inc. ("Engex") is a closed-end investment company of which Mr.
Davis is President and Chairman of the Board. Mr. Davis is reporting as a
beneficial owner of the securities owned by Engex because of his role as
investment advisor to Engex. Filing of this statement shall not be deemed an
admission that he beneficially owns the securities attributed to Engex for any
purpose. J. Morton Davis expressly disclaims beneficial ownership of all
securities held by Engex for any purpose.
<PAGE>
Page 5 of 5 pages
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.
Date: May 13, 1998
By: /s/ J. Morton Davis
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J. Morton Davis
