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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 1998
SECURITIES ACT FILE NO. 33-74266
INVESTMENT COMPANY ACT FILE NO. 8118298
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
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ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
FINAL AMENDMENT
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THE NEW SOUTH AFRICA FUND INC.
(NAME OF ISSUER)
THE NEW SOUTH AFRICA FUND INC.
(NAME OF PERSON(S) FILING STATEMENT)
SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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64880R101
(CUSIP NUMBER OF CLASS OF SECURITIES)
ARNOLD WITKIN
PRESIDENT AND CHAIRMAN
THE NEW SOUTH AFRICA FUND INC.
C/O FLEMING INTERNATIONAL ASSET MANAGEMENT LIMITED
25 COPTHALL AVENUE
LONDON EC2R 7DR, ENGLAND
TELEPHONE: (609) 951-2300
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
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WITH COPIES TO:
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NICHOLAS J. SERWER JOHN F. FITZPATRICK
BAKER & MCKENZIE BAKER & MCKENZIE
1 TEMASEK AVENUE 805 THIRD AVENUE, NEW YORK
#27-01 MILLENIA TOWER NEW YORK 10022, U.S.A.
SINGAPORE 039192
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JULY 1, 1998
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
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Transaction Valuation: $6,794,241.72 Amount of Filing Fee: $1,367.84(1,2)
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[ ] 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: Filing party:
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Form or Registration No.: Date filed:
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(1) Calculated at 1/20th of 1% of an estimated transaction value of
$6,839,206.92.
(2) Paid with the filing of the Schedule 13E-4 on July 1, 1998, based on an
estimated transaction value of $6,839,206.92.
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This Final Amendment to the Issuer Tender Offer Statement on Schedule 13E-4
(the "Statement") of The New South Africa Fund Inc. (the "Fund") relating to an
offer to purchase (the "Offer") 449,652 (approximately 10%) of the Fund's issued
and outstanding shares of common stock, par value $0.001 per share (the
"Shares") and originally filed with the Securities and Exchange Commission on
July 1, 1998, amends such Statement to disclose the following information in
accordance with Rule 13e-4(c)(2) of the Securities and Exchange Act of 1934, as
amended, and General Instruction D of Schedule 13E-4 and constitutes the final
amendment pursuant to Rule 13e-4(c)(3) of the Securities Exchange Act of 1934,
as amended, and General Instruction D of Schedule 13E-4.
The Offer expired at 12:00 midnight, New York time, on July 29, 1998 (the
"Expiration Date"). Pursuant to the Offer, approximately 3,574,793 Shares were
tendered and 449,652 of the tendered Shares were accepted by the Fund for
purchase at a price of $15.11 per Share, the net asset value as determined as of
the close of the regular trading session of the New York Stock Exchange on July
29, 1998. The aggregate purchase price paid by the Fund for the Shares purchased
pursuant to the Offer was $6,794,241.72.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
ITEM 2 is amended as follows:
(a)-(b) Reference is made to Section 12 -- "Source and Amount of
Funds" of the Offer to Purchase, which is incorporated
herein by reference.
The Fund has entered into an agreement with Custodial
Trust Company ("CTC") providing for a secured loan in the
principal amount of $6.8 million (the "Loan") to be used
to finance the payment for the Shares tendered pursuant to
the Offer. The Loan is expected to be repaid on or about
August 14, 1998 and is repayable on demand made by CTC at
any time before, on or after such date. The Fund plans to
repay the Loan first from any cash on hand and then from
the proceeds from the sale of portfolio securities held by
the Fund. The Loan bears interest at a fluctuating rate
per annum at all times equal to the Federal Funds Rate in
effect from time to time plus 1.50 percent (150 basis
points), with each change in such fluctuating interest
rate to take effect simultaneously with the corresponding
change in the Federal Funds Rate and with such interest
payable to CTC on the last day of each calendar month the
Loan is outstanding and on the day the Loan is repaid to
CTC ("Federal Fund Rate" means the rate for U.S. dollar
funds settled through the Federal Reserve System or other
immediately available U.S. dollar funds, as quoted by an
independent broker of such funds, settled by CTC in its
sole and absolute discretion, rounded up or down, at
Bank's discretion, to the nearest whole multiple of one-
eighth of one percent). The Loan is fully secured by all
the assets of the Fund in the custody account maintained
pursuant to the Custody Agreement, dated as of March 4,
1994, between the Fund and CTC and the Shares of the Fund
purchased with the proceeds of the Loan.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
The following material is hereby filed as additional exhibits to the Fund's
Statement on Schedule 13E-4:
(a) (1) (ii) Offer to Purchase
The Offer to Purchase filed as Exhibit (a)(l)(ii) to the
Statement is amended as follows:
12. Source and Amount of Funds.
The second paragraph of Section 12 is amended to read in
its entirety as follows:
The Fund has entered into an agreement with
Custodial Trust Company ("CTC") providing for a
secured loan in the principal amount of $6.8
million (the "Loan") to be used to finance the
payment for the
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Shares tendered pursuant to the Offer. The Loan is
expected to be repaid on or about August 14, 1998
and is repayable on demand made by CTC at any time
before, on or after such date. The Fund plans to
repay the Loan first from any cash on hand and
then from the proceeds from the sale of portfolio
securities held by the fund. The selection of
which portfolio securities to sell, if any, will
be made by Fleming International Asset Management
Limited, the Fund's investment adviser, which will
take into account investment merit, relative
liquidity and applicable investment restrictions
and legal requirements. The Loan bears interest at
a fluctuating rate per annum at all times equal to
the Federal Funds Rate in effect from time to time
plus 1.50 percent (150 basis points), with each
change in such fluctuating interest rate to take
effect simultaneously with the corresponding
change in the Federal Funds Rate and with such
interest payable to CTC on the last day of each
calendar month the Loan is outstanding and on the
day the Loan is repaid to CTC ("Federal Fund Rate"
means the rate for U.S. dollar funds settled
through the Federal Reserve System or other
immediately available U.S. dollar funds, as quoted
by an independent broker of such funds, settled by
CTC in its sole and absolute discretion, rounded
up or down, at Bank's discretion, to the nearest
whole multiple of one-eighth of one percent). The
Loan is fully secured by all assets of the Fund in
the custody account maintained pursuant to the
Custody Agreement, dated as of March 4, 1994,
between the Fund and CTC and the Shares of the
Fund purchased with the proceeds of the Loan.
(a) (5) Text of Press Release, dated July 30, 1998.
(a) (6) Text of Press Release, dated August 6, 1998.
(b) Form of Loan Agreement, dated August 7, 1998, by and between
Custodial Trust Company and the Fund.
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 New South Africa Fund Inc.
By: /s/ ARNOLD WITKIN
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Name: Arnold Witkin
Title: President and Chairman
Date: August 7, 1998
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EXHIBIT INDEX
The following exhibits are filed as part of this Issuer Tender Offer
Statement.
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(a)(1)(i)* Advertisement printed in The New York Times.
(a)(1)(ii)* Offer to Purchase.
(a)(2)(i)* Form of Letter of Transmittal.
(a)(2)(ii)* Form of Notice of Guaranteed Delivery.
(a)(2)(iii)* Guidelines for Certification of Taxpayer Identification
Number.
(a)(2)(iv)* Form W-8.
(a)(3)(i)* Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees.
(a)(3(ii)* Form of Letter to Clients of Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees.
(a)(3)(iii)* Form of Letter to Stockholders who have requested
information.
(a)(4)* Text of Press Release, dated June 30, 1998.
(a)(5)** Text of Press Release, dated July 30, 1998.
(a)(6)** Text of Press Release, dated August 6, 1998.
(b)** Form of Loan Agreement, dated August 7, 1998, by and between
Custodial Trust Company and the Fund.
(c)(1)* Depositary Agreement, dated as of June 30, between the Fund
and PNC Bank, N.A.
(c)(2)* Agreement dated as of June 26, 1998, between the Fund and
MacKenzie Partners, Inc. as the Information Agent.
(d)-(f) Not applicable.
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* Previously filed
** Filed herewith
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EXHIBIT a(5)
FOR IMMEDIATE RELEASE
CONTACT: SHAREHOLDER RELATIONS
THE NEW SOUTH AFRICA FUND INC.
(800) 852-4750
THE NEW SOUTH AFRICA FUND INC. COMPLETES TENDER OFFER FOR ITS SHARES AND
ANNOUNCES RESULTS OF ITS RECONVENED ANNUAL GENERAL MEETING OF SHAREHOLDERS
New York, July 30, 1998 -- The New South Africa Fund Inc. (NYSE: NSA), a
closed-end, non-diversified management investment company that seeks long-term
capital appreciation through investing primarily in equity securities of issuers
in the Republic of South Africa as well as, to a lesser extent, in other
countries in the Southern Africa region, today announced the preliminary results
of its tender offer for up to 449,652 of its issued and outstanding shares of
its common stock, representing approximately 10% of its outstanding shares. The
offer expired at 12:00 midnight, New York City time, on July 29, 1998.
The Fund stated that approximately 3,579,962 shares of common stock (including
those shares tendered pursuant to Notices of Guaranteed Delivery), or
approximately 79.62% of the Fund's common stock outstanding as of the expiration
of the tender offer, were tendered through the stated expiration date. Based on
this preliminary information, the proration is estimated to be approximately
12.56% of the shares properly tendered. The Fund anticipates acceptance of
449,652 shares properly tendered at a price of $15.11 per share, the net asset
value as determined as of the close of the New York Stock Exchange on the
expiration date.
The Fund also announced that at the reconvened annual shareholders' meeting on
July 27, 1998, Mr. Arnold Witkin was reelected as a Class I Director for a
period of three years and until his successor has been elected and qualified and
the selection of PricewaterhouseCoopers LLP (formerly Price Waterhouse LLP) as
Independent Public Accountants for the Fund for the fiscal year ending February
28, 1999 was ratified.
Shares of The New South Africa Fund Inc. are traded on The New York Stock
Exchange, Inc. under the trading symbol "NSA". Fleming International Asset
Management Limited, the Fund's investment adviser, is an affiliate of Robert
Fleming Holdings Limited. As of December 31, 1997, The Fleming Group managed
over $99 billion in assets worldwide.
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EXHIBIT a(6)
FOR IMMEDIATE RELEASE
CONTACT: SHAREHOLDER RELATIONS
THE NEW SOUTH AFRICA FUND INC.
(800) 852-4750
THE NEW SOUTH AFRICA FUND INC. ANNOUNCES FINAL RESULTS OF TENDER OFFER
New York, August 6, 1998 -- The New South Africa Fund Inc. (NYSE: NSA), a
closed-end, non-diversified management investment company that seeks long-term
capital appreciation through investing primarily in equity securities of issuers
in the Republic of South Africa as well as, to a lesser extent, in other
countries in the Southern Africa region, today announced the final results of
its tender offer for up to 449,652 of its issued and outstanding shares of its
common stock, representing approximately 10% of its outstanding shares. The
offer expired at 12:00 midnight, New York City time, on July 29, 1998.
The Fund stated that 3,574,793 shares of common stock, or approximately 79.50%
of the Fund's common stock outstanding as of the expiration of the tender offer,
were tendered through the stated expiration date. The Fund accepted 449,652
shares properly tendered at a price of $15.11 per share, the net asset value as
determined as of the close of the New York Stock Exchange on the expiration
date. Therefore, on a pro-rata basis, 12.58% of the shares so tendered have been
accepted for payment. Payment for the shares will be mailed promptly.
Shares of The New South Africa Fund Inc. are traded on The New York Stock
Exchange, Inc. under the trading symbol "NSA". Fleming International Asset
Management Limited, the Fund's investment adviser, is an affiliate of Robert
Fleming Holdings Limited. As of December 31, 1997, The Fleming Group managed
over $99 billion in assets worldwide.
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EXHIBIT (b)
AGREEMENT
This will confirm the agreement between The New South Africa Fund, Inc.
(the "Fund") and Custodial Trust Company ("CTC") pursuant to Section 5.5 of the
Custody Agreement, dated as of March 4, 1994, between the Fund and CTC (the
"Custody Agreement"), as follows:
(1) CTC will make a clearing loan to the Fund on or about August 7,
1998, in the principal amount of $6.8 million (the "Loan"), to facilitate
the settlement of the shares of the Fund purchased by the Fund in its
recently completed self-tender,
(2) the making of the Loan is subject to the absence of any material
adverse change, as determined by CTC in its sole and absolute discretion,
in the condition, financial or otherwise, of the Fund or the securities
markets in the United States or South Africa,
(3) the Loan, which is expected to be repaid on or about August 14,
1998, is repayable on demand made by CTC at any time before, on or after
such date,
(4) the Loan shall bear interest at a fluctuating rate per annum at
all times equal to the Federal Funds Rate in effect from time to time plus
1.50 percent (150 basis points), with each change in such fluctuating
interest rate to take effect simultaneously with the corresponding change
in the Federal Funds Rate and with such interest payable to CTC on the last
day of each calendar month the Loan is outstanding and on the day the Loan
is repaid to CTC ("Federal Funds Rate" means the rate for U.S. dollar funds
settled through the Federal Reserve System or other immediately available
U.S. dollar funds, as quoted by an independent broker of such funds,
selected by CTC in its sole and absolute discretion, rounded up or down, at
Bank's discretion, to the nearest whole multiple of one-eighth of one
percent),
(5) as provided in Section 9.3 of the Custody Agreement, the Loan
shall be fully secured by all the assets of the Fund in the custody account
maintained under the Custody Agreement,
(6) the Loan shall also be secured by the shares of the Fund whose
purchase is funded with the proceeds of the Loan, and the Fund shall keep
such shares on deposit with CTC and not cancel them until such time as the
Loan is repaid in full, and
(7) this agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without giving effect to the
conflict of law principles thereof.
Dated: August 7, 1998
THE NEW SOUTH AFRICA FUND INC.
By:
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Name:
Title:
CUSTODIAL TRUST COMPANY
By:
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Name:
Title:
