-----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, I6zOZbQwLi7vhBGOFS9hJN1vQ8d7b2NXHKBO1aWznKZuQP3LotIZBhPvm38T3JUz aMAvXwPvOo7Mc9b7nXeqUw== 0000910680-00-000060.txt : 20000209 0000910680-00-000060.hdr.sgml : 20000209 ACCESSION NUMBER: 0000910680-00-000060 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEISUREPLANET HOLDINGS LTD CENTRAL INDEX KEY: 0001003390 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-50469 FILM NUMBER: 527155 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 FORMER COMPANY: FORMER CONFORMED NAME: FIRST SOUTH AFRICA CORP LTD DATE OF NAME CHANGE: 19951114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN STOCK TRANSFER & TRUST CO CENTRAL INDEX KEY: 0000931562 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 40 WALL STREET 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. 2)* Leisureplanet Holdings, Ltd. ------------------------------ (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) G34874100 ---------- (CUSIP Number) 12/31/99 ----------------------------------------------------- (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. CUSIP No. G34874100 - -------------------------------------------------------------------------------- 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 --------------------------------------------------------- Shares Bene- ficially Owned 6. Shared Voting Power N/A --------------------------------------------------------- By Each Reporting 7. Sole Dispositive Power N/A --------------------------------------------------------- Person With 8. Shared Dispositive Power 520,786 (As Escrow Agent - see Items 4 and 6) --------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 520,786 (As Escrow Agent - see Items 4 and 6) - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 11.13% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- -2- CUSIP No. G34874100 - -------------------------------------------------------------------------------- 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 -3- CUSIP No. G34874100 - -------------------------------------------------------------------------------- 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% ----- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 354,334. --------- (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 . ----- (iv) Shared power to dispose or to direct the disposition of 520,786 (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 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. -4- CUSIP No. G34874100 - -------------------------------------------------------------------------------- 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 ------------------------ Name: Herbert J. Lemmer Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----