SEILER POLLUTION CONTROL SYSTEMS INC
SC 13G, 1999-02-23
INDUSTRIAL PROCESS FURNACES & OVENS
Previous: SEILER POLLUTION CONTROL SYSTEMS INC, SC 13G/A, 1999-02-23
Next: SEILER POLLUTION CONTROL SYSTEMS INC, 8-K, 1999-02-23




<PAGE>
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                (Amendment No. )





                     SEILER POLLUTION CONTROL SYSTEMS, INC. 
- --------------------------------------------------------------------------------
                                (Name of Issuer)



                         Common Stock, $.0001 par value 
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)



                                   8160291102
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                               February 14, 1999 
- --------------------------------------------------------------------------------
             (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)
         [x] Rule 13d-1(c)
         [ ] Rule 13d-1(d)


================================================================================

<PAGE>




CUSIP No.  8160291102                       13G
           ----------

1.       Name of Reporting Person

                  Dominion Capital Fund, Limited

         I.R.S. Identification No. of Above Person (entities only)



2.       Check the Appropriate Box if a Member of a Group           (a) [ ]
                                                                    (b) [x]

3.       SEC Use Only



4.       Citizenship or Place of Organization

                  Bahamas

Number of Shares           5.   Sole Voting Power

 Beneficially                               402,435 (see Note A)

Owned by Each              6.   Shared Voting Power

Reporting Person                            N/A

     With                  7.   Sole Dispositive Power

                                            402,435 (see Note A)

                           8.   Shared Dispositive Power

                                            N/A

9.       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            402,435 (see Note A)

10.      Check if the Aggregate Amount in Row 9 Excludes Certain Shares    [  ]




<PAGE>



11.      Percent of Class Represented by Amount in Row 9

                  8.7% (see Note A)

12.      Type of Reporting Person

                  CO


ITEM 1   (a)   NAME OF ISSUER

               SEILER POLLUTION CONTROL SYSTEMS, INC.

         (b)   ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

               555 Metro Place North, Suite 100, 4th Fl.
               Dublin, OH 43017

ITEM 2   (a)   NAME OF PERSON FILING

               Dominion Capital Fund, Limited

         (b)   ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
               RESIDENCE

               c/o Citco Fund Services, Bahamas Financial Centre, 3rd Floor
               Charlotte & Sherley Street
               P.O. Box CB-13136
               Nassau, Bahamas

         (c)   CITIZENSHIP

               Bahamas

         (d)   TITLE OF CLASS OF SECURITIES

               Common Stock, $.0001 par value

         (e)   CUSIP NUMBER

               8160291102



<PAGE>



ITEM 3         If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
               or (c), 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 Rule
               13d-1(b)(1)(ii)(E)

         (f)   [ ] An employee benefit plan or endowment fund in accordance
               with Rule 13d-1(b)(1)(ii)(F)

         (g)   [ ] A parent holding company or control person in accordance
               with Rule 13d-1(b)(1)(ii)(G)

         (h)   [ ] A savings association as defined in section 3(b) of the
               Federal Deposit Insurance Act

         (i)   [ ] A church plan that is excluded from the definition of an
               investment company under section 3(c)(14) of the Investment
               Company Act of 1940

         (j)   [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)

         If this statement is filed pursuant to Rule 13d-1(c), check this 
         box [x]

ITEM 4       OWNERSHIP

         (a) Amount beneficially owned:

             402,435 (see Note A)
 
         (b) Percent of class:

             8.7% (see Note A)



<PAGE>



         (c) Number of shares as to which the person has:

             (i) Sole power to vote or to direct the vote:  402,435 (see Note A)

             (ii) Shared power to vote or to direct the vote:   N/A

             (iii) Sole power to dispose or to direct the disposition of:  
                   402,435 (see Note A)

             (iv) Shared power to dispose or to direct the disposition of:   N/A

ITEM 5       OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

         If this statement is being filed to report the fact that as of the date
         hereof the reporting person has ceased to be the beneficial owner of
         more than five percent of the class of securities, check the following
         [ ]

ITEM 6       OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
             PERSON

             N/A

ITEM 7       IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
             THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

             N/A

ITEM 8       IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

             N/A

ITEM 9       NOTICE OF DISSOLUTION OF GROUP

             See Note B.

ITEM 10      CERTIFICATION

             By signing below I certify that, to the best of my knowledge and
             belief, the securities referred to above were not acquired are not
             being 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.




<PAGE>



                                    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.

                                      February 19, 1999
                                      -------------------------------------

                                                   (Date)

                                      DOMINION CAPITAL FUND, LIMITED

                                      By: /s/ Nina Ray    Carl O'Connell
                                      -------------------------------------
                                      INTER CARIBBEAN SERVICES (BAHAMAS) LTD


                                      DIRECTOR
                                      -------------------------------------
                                               (Name/Title)


<PAGE>



                                     NOTE A


This Form 13G represents ownership of shares of the Common Stock of the Issuer
as follows:

          Reporting Person                  402,435 shares         8.7%

In addition, the Reporting Person holds $3,207,742 principal amount of the
Issuer's Convertible Debentures due January 28, 2001. Under their terms, the
Debentures are generally convertible into shares of Common Stock of the Issuer,
where conversions are effected at a conversion rate equal to 70% of the average
of the closing bid price of a share of Common Stock of the Issuer during the 5
trading days prior to the conversion.. Such Debentures, however, are not
currently fully convertible into shares of Common Stock of the Issuer by the
Reporting Person, because of a provision in Section 3.2(j) of each of the
Debentures which restricts its right to convert if, the aggregate conversions
would exceed 4.99% of the outstanding shares of Common Stock of the Issuer. Were
such restriction not included in the Debentures, based on current market prices
of such Common Stock at about $.0875 per share, the Reporting Person would be
able to convert the Convertible Debentures into 5,237,130 shares of Common
Stock.

If all of the Debentures were convertible and converted, the Reporting Person's
total shares would then be 5,639,565 and its percentage ownership interest would
then be 57.1%. The exact number of shares which would be issuable to the
Reporting Person upon such conversions can not be specified at this time,
because the actual conversion rate at the time of any given conversion may be
higher or lower.

Reporting Person disclaims any beneficial interest in or voting rights in the
shares of Common Stock of the Issuer held by any other holder of shares of the
Issuer.

The share amounts and prices in this report take into account the 1:6 reverse
stock split effected by issuer on or about October 1, 1998.



<PAGE>



                                     NOTE B

         Reporting Person previously filed Schedule 13G together with Sovereign
Partners, L.P. ("Sovereign"), a Delaware limited partnership. Sovereign was
named as the "Reporting Person" in such Schedule 13G. In such filing the parties
specifically stated that "Each of [Sovereign] and [the Reporting Person]
disclaims any intent to act in concert with the other; they may be treated as a
Group solely for definitional purposes of this Form 13G and accordingly are
making this joint filing."


         In an amendment to said Schedule 13G, the Reporting Person and
Sovereign stated "To the extent any such Group existed, [Sovereign] and [the
Reporting Person] hereby give notice of dissolution of such Group as of a date
no later than February 14, 1999."

         Commencing with the filing of this Schedule 13G, all further filings
with respect to transactions in the security of Issuer referred to in such
previously filed Schedule 13G will be filed, if required, by each of Reporting
Person and Sovereign in their individual capacities.



Dated: February 19, 1999

                                      DOMINION CAPITAL FUND, LIMITED


                                      By: /s/  Nina Ray   Carl O'Connell
                                      --------------------------------------
                                      INTER CARIBBEAN SERVICES (BAHAMAS) LTD
                                      DIRECTOR







© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission