-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qk7/s9y6yq2BBReT2cSeeKUuPeoKls8fsJbMjFLvNfEPLh1YRjudrMOhqiek7FBw TYB/anCMHhpQzlmabw69wA== 0000900184-98-000008.txt : 19980518 0000900184-98-000008.hdr.sgml : 19980518 ACCESSION NUMBER: 0000900184-98-000008 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980515 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST SOUTH AFRICA CORP LTD CENTRAL INDEX KEY: 0001003390 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 000000000 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-50469 FILM NUMBER: 98624903 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE CHURCH STREET STREET 2: CHURCH ST CITY: HAMILTON HM CX BURMU STATE: D0 ZIP: 00000 BUSINESS PHONE: 4412951422 MAIL ADDRESS: STREET 1: 2665 S BAYSHORE DR 405 CITY: COCONUT GROVE STATE: FL ZIP: 33133 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIS J MORTON CENTRAL INDEX KEY: 0000900184 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 44 WAY STREET STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 MAIL ADDRESS: STREET 1: 44 WALL STREET STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13G 1 SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.___________)* First South Africa Corp. Ltd. ----------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value ------------------------------------------------------------- (Title of Class of Securities) G34874134 ----------------------------------------------------- (CUSIP Number) May 5, 1998 ---------------------------------------------------- (Date of Event) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [XX] Rule 13d-1(c) [ ] 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. 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). CUSIP No. G34874134 13G Page 2 of 5 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J. Morton Davis - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES 116,200 BENEFICIALLY -------------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH 44,000 REPORTING -------------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH 116,200 -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 44,000 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 504,400 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.2% - ------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 3 of 5 Pages Item 1. (a) Name of Issuer: First South Africa Corp. Ltd. (b) Address of Issuer's Principal Executive Offices: Clarendon House Church Street Hamilton HM CX, Bermuda Item 2. (a) Name of Person Filing: This statement is filed on behalf of J. Morton Davis. (b) Address of Principal Business Office: Mr. Davis' business address is 44 Wall Street, New York, New York 10005. (c) Citizenship: Davis is a citizen of the United States. (d) Title of Class of Securities: Common Stock, $.01 par value ("shares") (e) CUSIP Number: G34874134 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (d) [ ] Investment Company registered under section 8 of the Investment Company Act of 1940 (e) [ ] An investment adviser in accordance with 240.13d-1 (b)(1)(ii)(E) (f) [ ] An employee benefit Plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F) (g) [ ] A parent holding Company or control person in accordance with 240.13d-1(b)(1)(ii)(G) (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (i) [ ] A church plan that is excluded from definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940. Page 4 of 5 Pages Item 4. Ownership. (a) (b) Davis may be deemed to beneficially own 504,400 shares or 6.9% of the Issuer's shares as follows: (i) 47,200 shares, 2,000 shares underlying 500 Units (1), 49,000 shares underlying 24,500 Class A Warrants (1), and 18,000 shares underlying 18,000 Class B Warrants (1) owned directly by D.H. Blair Investment Banking Corp. (2), (ii) 77,800 shares, 224,000 shares underlying 56,000 Units, and 42,400 shares underlying 21,200 Class A Warrants owned directly by Rosalind Davidowitz (3), and (iii) 44,000 shares underlying 11,000 Units owned directly by Engex, Inc. (4). (c) Davis has sole voting and dispositive control of shares owned by Blair Investment. Rosalind Davidowitz has sole voting and dispositive power over shares owned directly by her. Voting and dispositive decisions for those securities owned by Engex, Inc. are made by Mr. Davis as Chairman of the Board. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. ______________________________________________________________________________ (1) Each Unit ("Unit") consists of one share, one Class A Common Stock Purchase Warrant ("Class A Warrant"), and one Class B Common Stock Purchase Warrant ("Class B Warrant"). Each Class A Warrant entitles the holder to purchase one share and to receive one Class B Warrant at an exercise price of $6.50 per share exercisable prior to January 24, 2001. Each Class B Warrant entitles the holder to purchase one share at $8.75 per share prior to January 24, 2001. (2) J. Morton Davis is an investment banker and sole shareholder of D.H. Blair Investment Banking Corp. ("Blair Investment"), a broker-dealer registered under the Securities Exchange Act of 1934. (3) Rosalind Davidowitz is Mr. Davis' wife. Filing of this statement shall not be deemed an admission by J. Morton Davis that he beneficially owns the securities attributed to Rosalind Davidowitz for any purpose. J. Morton Davis expressly disclaims beneficial ownership of all securities held by Rosalind Davidowitz for any purpose. (4) Engex, Inc. ("Engex") is a closed-end investment company of which Mr. Davis is President and Chairman of the Board. Mr. Davis is reporting as a beneficial owner of the securities owned by Engex because of his role as investment advisor to Engex. Filing of this statement shall not be deemed an admission that he beneficially owns the securities attributed to Engex for any purpose. J. Morton Davis expressly disclaims beneficial ownership of all securities held by Engex for any purpose. Page 5 of 5 pages 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. Date: May 13, 1998 By: /s/ J. Morton Davis ------------------------------- J. Morton Davis -----END PRIVACY-ENHANCED MESSAGE-----