SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) APRIL 24, 1997
First South Africa Corp., Ltd.
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(Exact name of registrant as specified in its charter)
Bermuda 0-27494 N/A
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(State or other Jurisdiction (Commission (IRS Employer
or incorporation) File Number) Identification No.)
Clarendon House, Church Street, Hamilton HM CX, Bermuda
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (441) 295-1422
Not Applicable
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
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On April 24, 1997 First South Africa Corp., Ltd., through it's wholly
owned subsidiary corporation, First South African Holdings (Pty) Ltd., acquired
all of the outstanding stock and assets of Gull Foods CC ("Gull") from Alan
James, Ian Store, Douglas Varkevisser and Marlys Store. Gull is engaged in the
business of manufacturing a broad range of prepared foods. First South Africa
Corp., Ltd., intends to continue to operate the existing business of Gull.
The consideration for all of the stock and assets of Gull was 48
million South African Rand ( approximately $10.79 million). This price was
calculated based on a multiple of Gull's audited net earnings for fiscal year
ended February 28, 1997. Such payment will be made as follows.
1. On closing an amount equal to 14 million South African
Rand (approximately $3.15 million) in cash. An additional 245,000 First South
African Holdings, Class B shares. Such shares are valued at $1,347,500 at a
price of $5.50 a share.
2. A second payment of 4 million South African Rand
(approximately $900,000) will be made on the earlier of the listing of First
South Africa Corp., Ltd. Food subsidiary on the Johannesburg Stock Exchange or
September 30, 1997.
3. A third payment shall be made based on the results of the
year-ended June 30, 1998. The amount payable will be 4 (four) times the pre-tax
profits for the year ended June 30, 1998 multiplied by a factor of 16% (the
"third installment"). The third installment will be payable 50% in cash and 50%
in First South African Holdings Class B Shares. The price of the First South
African Holdings shares, for the purpose of the second installment will be
allotted at a price equal to the June 30, 1998 exchange rate multiplied by the
closing price of the shares of Common Stock of First South Africa Corp., Ltd, a
Bermuda registered company quoted on NASDAQ, on June 30, 1998.
4. A fourth payment shall be made based on the results of the
year-ended June 30, 1999. The amount payable will be 4 (four) times the pre-tax
profits for the year ended June 30, 1999 multiplied by a factor of 16% (the
"fourth installment"). The fourth installment will be payable 50% in cash and
50% in First South African Holdings Class B Shares. The price of the First South
African Holdings shares, for the purpose of the fourth installment, will be
allotted at a price equal to the June 30, 1999 exchange rate multiplied by the
closing price of the shares of Common Stock of First South Africa Corp., Ltd, a
Bermuda registered company quoted on NASDAQ, on June 30, 1999.
5. A fifth payment shall be made based on the results of the
year-ended June 30, 2000. The amount payable will be 4 (four) times the pre-tax
profits for the year ended June 30, 2000 multiplied by a factor of 16% (the
"fifth installment"). The fifth installment will be payable 50% in cash and 50%
in First South African Holdings Class B Shares. The price of the First South
African Holdings shares, for the purpose of the fifth installment, will be
allotted at a price equal to the June
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30, 2000 exchange rate multiplied by the closing price of the shares of Common
Stock of First South Africa Corp., Ltd, a Bermuda registered company quoted on
NASDAQ, on June 30, 2000.
First South Africa Corp., Ltd., paid the initial cash component
through its own cash resources and bank borrowings.
Item 7. FINANCIAL STATEMENT AND EXHIBITS.
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(a) Financial Statements of Businesses Acquired. Pursuant to
Instruction (b) (2) of Item 7, Form K, the registrant shall file the required
financial statements of Gull Foods CC within sixty days after May 8, 1997.
(b) Pro Forma Financial Information. Pursuant to Instruction
(b) (2) of Item 7, Form K, the registrant shall file the required financial
statements of Gull Foods CC within sixty days after May 8, 1997.
(c) Exhibits, The following exhibits are attached hereto:
1. Sale of Business Agreement between Gull Foods CC and Ian
Store, Alan James, Douglas Varkevisser, and Marlys Store and First South African
Holdings (Proprietary) Limited and First South Africa Corp., Ltd.
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SIGNATURES
Pursuant to the requirements of the securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST SOUTH AFRICA CORP. LTD.
By: /s/ Clive Kabatznik
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President
DATED: May 8, 1997
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