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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2 )*
The New South Africa Fund, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities
64881R101
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(CUSIP Number)
William Marle
c/o City of London Investment Management Company Ltd
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10 Eastcheap, London EC3M 1AJ, United Kingdom
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+44 171 711 0771
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(Name, Address and Telephone Number of Person Authorised to Receive Notices and
Communications)
28th July, 1998
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(Date of Event which requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
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 or such class.)
(See Rule 13d-7).
Note Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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 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 (10-88)
Page 1 of 6
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SCHEDULE 13D
CUSIP NO. 64881R101
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE EMERGING MARKETS COUNTRY FUND, a business trust organised under the
laws of the State of Delaware
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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. SOURCE OF FUNDS*
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, USA
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7. SOLE VOTING POWER
177,231
NUMBER OF
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SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
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EACH 9. SOLE DISPOSITIVE POWER
REPORTING 177,231
PERSON
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WITH 10. SHARED DISPOSITIVE POWER
0
- ------------------------------- -------- ---------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
177,231
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
/ /.
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.0%
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14. TYPE OF REPORTING PERSON*
IC
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 6
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STATEMENT ON SCHEDULE 13D
ITEM 1 SECURITY AND ISSUER
Item 1(a). Name of Issuer:
The New South Africa Fund, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
245 Park Avenue,
New York,
New York, 10167
Item 1(c) Class of Securities
Common Stock
ITEM 2 IDENTITY AND BACKGROUND
Item 2(a). Names of Person Filing:
The Emerging Markets Country Fund
Item 2(b). Address of Principal Business Office
10 Eastcheap
London EC3M IAJ
England
Item 2(c). Principal occupation or employment
Investment Fund
Item 2(d). Details of criminal convictions within past five
years
None
Item 2(e). Details of civil proceedings within past five years
where judgement was against Person filing
None
Item 2(f). Citizenship:
Delaware, USA
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ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Invested Capital
ITEM 4 PURPOSE OF TRANSACTION
Investment
Item 4(a) Plans/Proposals to acquire additional
securities/disposal of securities
The Emerging Markets Country Fund may from time to
time consider other alternatives to its investment in
The New South Africa Fund, Inc. ('the Fund') which
may result in the acquisition of beneficial ownership
of additional shares of the Fund in the open market,
in privately negotiated transactions or otherwise, or
the disposal of all or part of its holdings of shares
of the Fund.
Item 4(b) Planned/Proposed extraordinary corporate transaction
involving issuer or its subsidiaries.
None
Item 4(c) Planned/Proposed material sale/transfer of assets of
issuer or its subsidiaries.
None
Item 4(d) Planned/Proposed change to the Board or Management of
the issuer
The Emerging Markets Country Fund ('EMCF') intends to
seek to change the level of investment management
fees currently being charged under the investment
advisory agreement ('the Advisory Agreement') between
The New South Africa Fund, Inc. ('the Fund') and its
investment adviser, Fleming International Asset
Management Limited ('FIAM'). To facilitate this
change, EMCF has submitted a stockholder proposal to
the Board of Directors of the Fund for consideration
by the Fund's stockholders at the forthcoming special
meeting of stockholders and for inclusion in the
Fund's proxy statement relating thereto ('the Proxy
Statement'). The proposal mandates that the Fund
terminate the Advisory Agreement and recommends that
the Advisory Agreement be replaced with another
investment advisory agreement with FIAM containing
identical terms except that the monthly advisory fee
will vary as a function of the average discount of
the Fund's stock price to its NAV. The proposal has
been made by EMCF in response to an invitation by the
Fund to stockholders to submit proposals for
inclusion in the Proxy Statement, and the Fund has
agreed to include EMCF's proposal in the Proxy
Statement.
See exhibit for details.
Item 4(e) Planned/Proposed material change to the
capitalisation/dividend policy of the issuer
None
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Item 4(f) Planned/Proposed material change to the issuer's
business or corporate structure
None
Item 4(g) Planned/Proposed changes in the issuer's charter,
bylaws, or instruments that may impede the
acquisition of control of the issuer by any person
None
Item 4(h) Plans/Proposals to cause a class of security of the
issuer to be delisted
None
Item 4(i) Plans/Proposals to cause a class of equity to
become eligible for termination of registration
pursuant to Section 12(g)(4).
None
Item 4(j) Plans/Proposals similar to any of the above.
None
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER
(a) (i) Aggregate number of securities beneficially Owned: 177,231
(ii) Percentage of Class: 4.0
(b) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 177,231
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
177,231
(iv) shared power to dispose or to direct the disposition of:
0
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(v) information required in Item 2 for persons where power is
shared: ___N/A___
(c) Describe any transactions in the class of securities reported that
were effected during the past sixty days or since the most recent
filing on Schedule 13D (Section 240.13d-191), whichever is less by the
persons named in paragraph (a).
who effected transaction: The Emerging Markets Country Fund
TRANSACTION DATE NO. OF PRICE PER TRANSACTION TYPE WHERE AND HOW
SECURITIES SECURITY TRANSACTED
28-Jul-98 67,000 12.383 Sell Market Sale
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(d) Third party rights regarding dividends.
None
(e) Date ceased to be beneficial owner of more than five percent.
28th July, 1998
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Copy of letter to the Board of the New South Africa Fund, Inc.
detailing the Filer's shareholder proposal summarised in item 4(d)
above.
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.
Dated: 11th August, 1998
/ s / P.R. O'Sullivan
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Name: P.R. O'Sullivan
Title: Director
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15 July 1998
The Directors
The New South Africa Fund, Inc.
c/o Bear Stearns Management
245 Park Avenue
New York
New York 10167
USA
Dear Sirs
The Emerging Markets Country Fund ('EMCF') has beneficially owned shares of the
New South Africa Fund, Inc. ('the Fund') valued at more than US$2,000
continuously for more than one year and it intends to continue ownership through
the special stockholders meeting to be held on or about 28th September 1998. We
also enclose a copy of the Schedule 13D reporting EMCF's ownership of the shares
of the Fund.
In accordance with the request by the Fund and pursuant to Rule 14a-8 of the
Securities Exchange Act of 1934, we hereby submit the following proposal and
supporting statement for inclusion in the Fund's proxy statement for that
meeting.
"RESOLVED: that the stockholders of the Fund mandate that the
Fund terminates the Investment Advisory Agreement
between the Fund and Fleming International Asset
Management Limited ('FIAM'), and recommend to the
Board of Directors that it be replaced with another
Advisory Agreement with FIAM containing identical
terms except that the remuneration arrangements of
the Agreement be such that the monthly advisory fee
(currently charged at an annual rate of 1.25%) is
varied in accordance with the following formulae.
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Firstly, calculate the average discount or premium of
the Fund's stock price to its NAV as at the close of
dealings on each and every NAV calculation day (on
the same basis as the Investment Advisory Agreement
currently calculates the average weekly net assets
for the Fund) ('the Average Discount' or 'the Average
Premium') and secondly apply the following fee
variation schedule as required:
a) if the Average Discount percentage is less
than 5% or there is an Average Premium,
the monthly fee will not be varied;
b) if the Average Discount percentage is less than
10% but not less than 5%, the monthly fee shall be
reduced by the Average Discount percentage;
c) if the Average Discount percentage is less than
15% but not less than 10%, the monthly fee shall
be reduced by one and a half times the Average
Discount percentage;
d) if the Average Discount percentage is less than
20% but not less than 15%, the monthly fee shall
be reduced by twice the Average Discount
percentage;
e) if the Average Discount percentage is less than
25% but not less than 20%, the monthly fee shall
be reduced by two and a half times the Average
Discount percentage; and
f) if the Average Discount percentage is 25% or
greater, the monthly fee shall be reduced by three
times the Average Discount percentage.
SUPPORTING STATEMENT
In response to concerns expressed by several stockholders, the Fund has called a
special stockholders meeting to obtain approval to conduct measures to reduce
the discount to NAV at which the Fund trades and has invited stockholders to
submit their own proposals for consideration at this meeting. The above proposal
is designed to align more closely the interests of stockholders and management
by tying management's remuneration inextricably to the performance of the Fund's
discount to NAV, rather than solely to its NAV.
We believe that such a marrying of investors' and management's interests is
essential if stockholders are able to believe that management will give more
than mere token consideration to the not unreasonable desire of stockholders to
be able to dispose of their investment in the Fund at or close to the Fund's NAV
whenever they so wish, yet falling short of the Fund becoming open-ended.
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We believe that this proposal will encourage management to promote and market
the Fund, since if the Fund continues to trade at a significant discount to its
underlying NAV per share, management's remuneration will be substantially
reduced."
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We wish to thank the Fund for convening the special stockholders meeting and
setting an agenda at which the future of the Fund may be considered and debated
by stockholders. We would also thank the Fund for inviting shareholders to put
forward proposals for consideration by other stockholders.
Should the Fund have any concerns regarding our proposal, we would appreciate an
opportunity to discuss them before any 'no action' relief is sought from the
SEC.
Yours faithfully
For and on behalf of
City of London Investment Management Company Limited
(Manager of the Emerging Markets Country Fund)
WILLIAM MARLE
HEAD OF CORPORATE GOVERNANCE
