SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Leisureplanet Holdings, 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)
12/31/99
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
*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 a prior cover page.
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CUSIP No. G34874100
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
American Stock Transfer & Trust Company
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ X ]
3. SEC Use Only
4. Citizenship or Place of Organization New York State
Number of 5. Sole Voting Power 354,334
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Shares Bene-
ficially Owned 6. Shared Voting Power N/A
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By Each
Reporting 7. Sole Dispositive Power N/A
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Person With
8. Shared Dispositive Power 520,786 (As Escrow
Agent - see Items 4 and 6)
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
520,786 (As Escrow Agent - see Items 4 and 6)
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
N/A
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11. Percent of Class Represented by Amount in Row (9)
11.13%
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12. Type of Reporting Person (See Instructions)
CO
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CUSIP No. G34874100
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Item 1.
(a) Name of Issuer Leisureplanet Holdings, Ltd.
(b) Address of Issuer's Principal Executive Offices
Clarendon House, Church Street, Hamilton HM CX, Bermuda
Item 2.
(a) Name of Person Filing American Stock Transfer & Trust
Company
(b) Address of Principal Business Office or, if none, Residence
6201 15th Avenue
Brooklyn, New York 11219
(c) Citizenship New York State
(d) Title of Class of Securities Common Stock, par value
$.01 share
(e) CUSIP Number G34874100
Item 4. Ownership.
As of December 31, 1999:
(a) Amount beneficially owned:520,786.
Such shares include 166,452 shares of Class B Common Stock,
par value $.01 per share (the "Class B Common Stock") 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 shares of Class B Common Stock to the FSAH Escrow Agent as 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 the FSAH Escrow 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
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CUSIP No. G34874100
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Issuer. The shares of Class B Common Stock will be automatically converted to
Common Stock, $.01 per share par value (the "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 a 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 354,334 shares of Common Stock held by the
FSAH Escrow Agent pursuant to the FSAH Escrow Agreement and certain other escrow
agreements with terms that are similar to the FSAH Escrow Agreement. The FSAH
Escrow Agent holds a 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 beneficial ownership of all shares held by it pursuant to the
above-referenced escrow agreements, including 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: 11.13%
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 354,334.
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(ii) Shared power to vote or to direct the vote N/A .
(iii) Sole power to dispose or to direct the disposition of
N/A .
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(iv) Shared power to dispose or to direct the disposition
of 520,786 (As Escrow Agent - see Item 6).
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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 all of which are subject to
the terms of the applicable escrow agreement. 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. One of such holders is Michael Levy, who holds a total of
36,452 shares of FSAH Class B Shares.
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CUSIP No. G34874100
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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: February 7, 2000 /s/ Herbert J. Lemmer
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Name: Herbert J. Lemmer
Title: Vice President
