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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under Section 13(d) of the Securities Exchange Act of 1934
Amendment No. 1
NOXSO CORPORATION
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(Name of Issuer)
Common Stock, $ .01 par value
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(Title of Class of Securities)
670155 10 0
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(CUSIP Number)
Gerard S. DiFiore, Esq.
Reed Smith Shaw & McClay, LLP
One Riverfront Plaza
Newark, New Jersey 07102
(201) 622-1600
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 17, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*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 on 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.)
1) Name of Reporting Persons and S.S. or I.R.S. Identification Nos.
of Above Persons:
Name Shriya Investments Holding Ltd.
Social Security Number NA:
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CUSIP Number 670155 10 0 13D Page 2 of 5 Pages
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2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions): PF
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: British Virgin Islands
Number of (7) Sole Voting Power: 537,586
Shares Beneficially (8) Shared Voting Power 0
Owned by Each (9) Sole Dispositive Power: 537,586
Reporting Person With (10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 537,586
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11): 3.58%
14) Type of Reporting Person (See Instructions): CO
Item 1. Security and Issuer
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This Statement of Beneficial Ownership (the "Statement") is filed by
SHRIYA INVESTMENT HOLDINGS, LTD. a British Virgin Islands corporation ("SIH")
with respect to the common stock ("Common Stock") of Noxso Corporation, a
Virginia corporation (the "Issuer"). This Statement relates to the sale by SIH
of an aggregate of 300,000 shares of Common Stock (the "Shares"). The address
of the principal executive offices of the Issuer of the shares is: 2414 Lytle
Road, Bethel Park, PA 15102, (412) 854-1200.
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CUSIP Number 670155 10 0 13D Page 3 of 5 Pages
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Item 2. Identity and Background
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(a) Name Shriya Investment Holdings, Ltd.
(b) Address PO Box 860
Eleven Bath Street
St. Helier
Jersey, Channel Islands JE4OYZ
(c) Title Investment holding company
(d) Criminal Convictions No
(e) Securities Violations No
(f) Citizenship British Virgin Islands
Item 3. Source and Amount of Funds or Other Consideration
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Not applicable.
Item 4. Purpose of Transaction
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SIH's sale of the Shares of Common Stock is for the purpose of
reducing its holdings of stock in the Issuer. SIH does not presently have any
plan or proposal to acquire control of the Issuer or which relates to or would
result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) any change in the Issuer's Certificate of Incorporation or
By-Laws or other actions which may impede the acquisition of control of the
Issuer by any person;
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CUSIP Number 670155 10 0 13D Page 4 of 5 Pages
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(h) causing the Common Stock to cease to be authorized to be quoted
on the National Association of Securities Dealers Automated Quotation System;
(i) the Common Stock becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above;
provided, however, that SIH may acquire additional shares of Common Stock in
the open market or in private transactions from time to time as shares become
available for purchase. SIH intends to review its position in the Issuer from
time to time and may, depending upon its evaluation of its business and
prospects, and upon future developments, including, but not limited to, the
attitude of the Board of Directors and management of the Issuer, general
economic conditions and money and stock market conditions, determine to cease
buying shares or to increase or decrease its position in the Issuer.
Item 5. Interest in Securities of the Issuer
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(a) Table I sets forth the aggregate number of shares and percentage of
Common Stock beneficially owned by SIH. The information herein pertaining to the
Issuer's issued and outstanding Common Stock is as of December 31, 1997, at
which time there were 15,022,051 shares of Common Stock issued and outstanding .
Table I
Aggregate Amount of
Title of Class Beneficial Ownership of Class Percentage of Class
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Common Stock 537,586 3.58%
(b) The number of Shares as to which SIH has sole power to vote or
direct the vote, shared power to vote or direct the vote, sole power to dispose
or direct the disposition, or shared power to dispose or direct the disposition
is as follows:
(i) Sole Voting Power. SIH has sole voting power with respect to
537,586 Shares beneficially owned.
(ii) Shared Voting Power. SIH does not hold any Shares with
shared voting power.
(iii) Sole Dispositive Power. SIH has sole power to dispose or to
direct the disposition with respect to 537,586 Shares
beneficially owned.
(iv) Shared Dispositive Power. SIH does not share power to
dispose or to direct the disposition of Shares.
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CUSIP Number 670155 10 0 13D Page 5 of 5 Pages
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(c) SIH made the following purchases and sales of Shares during the
60 days prior to the date of this Statement:
Transaction Date Number of Shares Transaction Type Price per Share
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2/17/98 300,000 Sale .333
(d) Not applicable.
(e) Subsequent to the sale of 300,000 shares on February 17, 1998,
SIH ceased to be the beneficial owner of more than five percent of the class
of securities and, as of such date, SIH held 3.58% of the class of securities.
Item 6. Contracts, arrangements, understandings or relationships with respect
to securities of the Issuer.
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Pursuant to a certain loan agreement dated August 1997 by and between
SIH and the Issuer, SIH provided certain debt financing to the Issuer as debtor
in possession (the "DIP loan agreement") and in connection therewith also
received 100,000 Shares. With the exception of the DIP Loan Agreement, SIH is
not a party to any contract, arrangement, understanding or relationship with
respect to any securities of the Issuer.
Item 7. Material to be filed as Exhibits
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A. Not Applicable
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: March 9, 1998
SHRIYA INVESTMENT HOLDINGS, LTD.
By: /s/ Rosemary Elizabeth Marr
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Rosemary Elizabeth Marr, Authorized Officer
