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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.1 )*
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
10 Eastcheap, London EC3M 1AJ, United Kingdom
+44 171 711 0771
(Name, Address and Telephone Number of Person Authorised to Receive Notices and
Communications)
17th 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)
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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
244,231
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 244,231
PERSON
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WITH 10. SHARED DISPOSITIVE POWER
0
- ------------------------------- -------- ---------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,231
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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
5.4%
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14. TYPE OF REPORTING PERSON*
IC
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*SEE INSTRUCTION BEFORE FILLING OUT!
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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.
Item 4(e) Planned/Proposed material change to the
capitalisation/dividend policy of the issuer
None
Item 4(f) Planned/Proposed material change to the issuer's
business or corporate structure
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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: 244,231
(ii) Percentage of Class: 5.4
(b) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 244,231
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
244,231
(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 Market Country Fund
TRANSACTION NO. OF PRICE PER TRANSACTION TYPE WHERE AND HOW
DATE SECURITIES SECURITY TRANSACTED
17-Jul-98 52,000 12.506 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.
Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT T
SECURITIES OF THE ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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: 27th July, 1998
/s/ W.J. Marle
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Name: W.J. Marle
Title: Director
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