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UNITED SATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTO, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York State
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 0
WITH ------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
0
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8 SHARED DISPOSITIVE POWER
2,006,567 (As Escrow Agent - see Items 4 and 6)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,006,567 (As Escrow Agent - see Items 4 and 6)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [_]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.7%
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 4
<PAGE>
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CUSIP NO. G34874100 PAGE 3 OF 4 PAGES
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ITEM 4. OWNERSHIP. As of December 31, 1997:
(a) Amount beneficially owned: 2,006,567 Shares. Such shares include
729,979 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. Such shares also
include 1,276,588 shares of Common Stock, $.01 per share par
value, held by the FSAH Escrow Agent pursuant to certain other
escrow agreements with terms that are similar to the FSAH Escrow
Agreement. The FSAH Escrow Agent has granted to Michael Levy an
irrevocable proxy to vote each of such shares of Common Stock
prior to the sale or forfeiture of such shares as the case may
be. The FSAH Escrow Agent disclaims
SEC 1745 (2-95)
Page 3 of 4 pages
<PAGE>
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CUSIP NO. G34874100 PAGE 4 OF 4 PAGES
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beneficial ownership of all shares held by it pursuant to the
above-referenced escrow agreements. 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: 38.7%
(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:
2,006,567 (As Escrow Agent - see Item 6)
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
The parties to the escrow agreements described in Item 4(a) above
include a number of holders of FSAH Class B Shares none of which hold
more than 239,000 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 applicable 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 such escrow agreements is entitled
to the proceeds of the sale of the shares of Common Stock or Class B
Common Stock, as the case may be, held by the FSAH Escrow Agent,
subject to the terms of the applicable 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 9, 1998
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Date
/s/ Herbert Lemmer
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Signature
Herbert Lemmer
Vice President
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Name/Title
Name/Title
SEC 1745 (2-95)
Page 4 of 4 pages
