THIS DOCUMENT IS A COPY OF THE SCHEDULE 13G FILED ON FEBRUARY 14, 1997, PURSUANT
TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.D. 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, par value $.01 per share
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(Title of Class of Securities)
G34874100
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(CUSIP Number)
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 of such class.)
(See Rule 13d-7).
*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
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).
SEC 1745 (2-95)
Page 1 of 4 pages
<PAGE>
13G
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CUSIP NO.G34874100 PAGE 2 OF 4 PAGES
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================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Stock Transfer & Trust Company
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York State
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5 SOLE VOTING POWER
0
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6 SHARED VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY --------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH
--------------------------------------------------
8 SHARED DISPOSITIVE POWER
729,979 (As Escrow Agent - see
Items 4 and 6)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
729,979 (As Escrow Agent - see Items 4 and 6)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
U/A
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.60%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13G
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CUSIP NO.G34874100 PAGE 3 OF 4 PAGES
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ITEM 4. OWNERSHIP. As of December 31, 1996:
(a) Amount beneficially owned: 729,979 Shares. Such shares are
shares of the Issuer's Class B Common Stock, par value $.01
per share, and are held by American Stock Transfer & Trust
Company as escrow agent (the "FSAH Escrow Agent") pursuant to
an escrow agreement entered into in January 1996 by and among
the FSAH Escrow Agent, certain holders of Class B Shares
issued by First South African Holdings (Pty) Ltd. ("FSAH"),
and the Issuer (the "FSAH Escrow Agreement"). The FSAH Escrow
Agreement provided for the concurrent issuance and delivery by
the Issuer of 727,979 shares of Class B Common Stock to the
FSAH Escrow Agent. The FSAH Escrow Agreement is intended to
provide security for certain holders of FSAH Class B Shares,
who are residents of South Africa and are prohibited by South
African law from holding shares in a foreign company. The FSAH
Escrow Agreement provides that the parties to such Agreement
that are holders of FSAH Class B Shares will not sell such
shares of stock except as provided in such Agreement.
Specifically, the FSAH Escrow Agreement provides that the FSAH
Class B Shares may be tendered to the FSAH Escrow Agent
against payment therefor by the FSAH Escrow Agent, which
payment may consist of the proceeds obtained from the sale by
the FSAH Escrow Agent of an equal number of shares of Class B
Common Stock of the Issuer previously issued to the FSAH
Escrow Agent, provided that the proceeds of such sale shall be
delivered to the holder in exchange for his or her FSAH Class
B Shares. Upon the sale by the FSAH Escrow Agent of any shares
of Class B Common Stock of the Issuer pursuant to the FSAH
Escrow Agreement, the FSAH Escrow Agent will deliver to the
Issuer the equivalent number of FSAH Class B Shares tendered
in connection therewith. Such FSAH Class B Shares will then
automatically convert into FSAH Class A Shares and will be
held by the Issuer together with the other FSAH Class A Shares
owned by the Issuer. The Issuer has granted certain piggyback
registration rights to the FSAH Escrow Agent on behalf of the
holders of the FSAH Class B Shares held pursuant to the FSAH
Escrow Agreement. The shares of Class B Common Stock will be
automatically converted to Common Stock of the Issuer upon the
sale of such shares by the FSAH Escrow Agent pursuant to the
terms of the FSAH Escrow Agreement. Such shares of Class B
Common Stock will be controlled by the terms of the FSAH
Escrow Agreement. Michael Levy has paid the purchase price of
$.01 per share for each of the shares of Class B Common Stock
held pursuant to the FSAH Escrow Agreement and the FSAH Escrow
Agent has granted to Michael Levy an irrevocable proxy to vote
each of such shares of Class B Common Stock prior to the sale
or forfeiture of such shares, as the case may be. The FSAH
Escrow Agent disclaims beneficial ownership of all shares held
by it pursuant to the FSAH Escrow Agreement. Each share of
Class B Common Stock has five votes per share; each share of
Common Stock has one vote per share.
(b) Percent of Class: 17.60%
SEC 1745 (2-95)
Page 2 of 4 pages
<PAGE>
13G
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CUSIP NO.G34874100 PAGE 4 OF 4 PAGES
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(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of:
729,979 (As Escrow Agent - see Item 6)
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
The parties to the FSAH Escrow Agreement include a number of holders of
FSAH Class B Shares none of which hold more than 80,000 FSAH Class B
Shares except for the FSA Stock Trust which holds 383,523 FSAH Class B
Shares (which shares are in addition to the 36,452 FSAH Class B Shares
owned by Michael Levy) all of which are subject to the terms of the
FSAH Escrow Agreement. Mr. Levy's wife is the trustee, and his wife and
their children are the beneficiaries of the FSA Stock Trust. Each of
such holders of FSAH Class B Shares that is a party to the FSAH Escrow
Agreement is entitled to the proceeds of the sale of the shares of
Class B Common Stock held by the FSAH Escrow Agent, subject to the
terms of the FSAH Escrow Agreement.
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.
FEBRUARY 13, 1997
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Date
/S/ HERBERT LEMMER
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Signature
Herbert Lemmer
VICE PRESIDENT
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Name/Title
SEC 1745 (2-95)
Page 4 of 4 pages
