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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ...)*
POLYPHASE CORPORATION
................................................................................
(Name of Issuer)
Common Stock, $0.01 par value
................................................................................
(Title of Class of Securities)
73179 10 9
................................................................................
(CUSIP Number)
Steven C. Metzger
Hill & Metzger PLLC
3878 Oak Lawn Avenue, Suite 500
Dallas, Texas 75219
(214) 523-3700
(214) 523-3838 (Fax)
...............................................................................
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 29, 1997
................................................................................
(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 Rules 13d-1(b)(3) or (4), check the following box [ ].
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CUSIP No. 73179 10 9
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1) Name of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Black Sea Investments, Ltd. FEI# None
....................................................................
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ...............................................................
(b) ...............................................................
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3) SEC Use Only ......................................................
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4) Source of Funds (See Instructions) WC
.................................
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).................................................
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6) Citizenship or Place of Organization Turks and Caicos Islands
.................................
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7) Sole Voting Power 1,071,429*
...........................................
---------------------------------------------------------------
8) Shared Voting Power 1,071,429*
Number of .........................................
Shares
Beneficially ---------------------------------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power 1,071,429*
Person With ......................................
----------------------------------------------------------------
10) Shared Dispositive Power 1,071,429*
..................................
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11) Aggregate Amount Beneficially Owned by
Each Reporting Person 1,071,429*
...............................................
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) .................................................
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13) Percent of Class Represented by Amount in Row (11) 7.27%
.................
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14) Type of Reporting Person (See Instructions) CO
........................
....................................................................
....................................................................
* Based on the assumptions stated by virtue of Rule 13d-3(d)
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the acquisition of securities of Polyphase
Corporation, a Nevada corporation (the "Issuer" or "Polyphase") which has
its principal executive offices located at 16885 Dallas Parkway, Suite 400,
Dallas, Texas 75248.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f). This statement is filed by Black Sea Investments,
Ltd. ("Black Sea"), a Turks and Caicos Islands corporation which has
registered offices located at Cockburn House, Cockburn Town, Grand Turk, c/o
Finbar F. Dempsey. Black Sea is actively engaged in various investment
activities involving the purchase and sale of securities.
The name, business address, present principal occupation or employment,
and the name, principal business and address of any corporation or other
organization in which such employment is conducted of each of the executive
officers or directors of Black Sea are set forth on Schedule 1 attached hereto.
The citizenship of each of the individuals listed on Schedule 1 is also
identified thereon.
(d) During the last five years, neither Black Sea nor any of its executive
officers or directors has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors.)
(e) During the last five years, neither Black Sea nor any of its executive
officers or directors has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which has resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violations with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
The total purchase price required by Black Sea to purchase the securities
acquired on August 29, 1997 described in Item 5 below of $750,000 was paid by
Black Sea in cash from its general corporate funds.
ITEM 4. PURPOSE OF TRANSACTION.
Black Sea acquired the securities described under Item 5 below in order to
obtain a significant investment position in the Issuer. Black Sea has no
present plans or proposals which would result in Black Sea seeking to acquire
the entire equity interest in the Issuer. Except as set forth in this Statement
on Schedule
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13D, Black Sea has no present plans or proposals which relate 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, except that Black
Sea may, if the appropriate opportunity exists, acquire additional
securities of the Issuer or dispose of any portion or all of the Securities
of the Issuer presently owned; or
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its
subsidiaries; or
(c) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries; or
(d) a 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; or
(e) any material change in the present capitalization or dividend
policy of the Issuer; or
(f) any other material change in the Issuer's business or corporate
structure; or
(g) changes in the Issuer's Charter, Bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; or
(h) causing a class of securities of the Issuer to be de-listed
from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association; or
(i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Pursuant to an Offshore Securities Subscription Agreement dated and
accepted August 29, 1997, Black Sea acquired from Polyphase in a "Regulation S"
transaction 7,500 shares of Series F 6% Convertible Preferred Stock and a
Warrant to purchase 500,000
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shares of Common Stock of Polyphase at an exercise price of $1.50 per share
over a five-year period for the sum of $750,000 cash. The 7,500 shares of
Series F 6% Convertible Preferred Stock is convertible into shares of Common
Stock of Polyphase and the Warrant is exercisable to purchase of Common Stock
of Polyphase any time after October 8, 1997 (40 calendar days after the date of
issuance). The "Conversion Price" for the shares of Series F 6% Convertible
Preferred Stock is an amount determined by multiplying 0.75 times the simple
average of the daily closing bid price of the Polyphase Common Stock for the
five consecutive trading days immediately preceding the day of conversion on
the market where the shares of Polyphase Common Stock are then regularly traded
(which is currently the American Stock Exchange, Inc.). Assuming that the
average of the daily closing bid prices of the Polyphase Common Stock in
compliance with the foregoing provision was 1-3/4 (i.e., $1.75), the conversion
factor would be 1.3125 which would calculate to be equivalent to 571,429 shares
of Common Stock of Polyphase issuable to Black Sea upon conversion of the 7,500
shares of Series F 6% Convertible Preferred Stock. Black Sea has the sole power
to vote or direct the voting of and to dispose or direct the disposition of the
7,500 shares of Series F 6% Convertible Preferred Stock which only have the
voting rights specifically required by law under the Nevada General Corporation
Law or as required by the rules and requirements of any exchange upon which any
securities of Polyphase are listed. Assuming conversion of the 7,500 shares of
Series F 6% Convertible Preferred Stock into the assumed number of shares of
Common Stock of 571,429 shares (or such greater or lesser number of shares as
may be available at the time) and assuming the exercise in full of the Warrant
to Purchase 500,000 Shares of Common Stock of Polyphase by Black Sea, Black Sea
alone will have the sole power to vote or direct the voting of and to dispose
or direct the disposition of all shares of Common Stock of Polyphase then owned
by it.
As required by Rule 13d-3(d) since Black Sea has the right within sixty
(60) days to acquire shares of Common Stock of the Issuer through conversion of
the Series F 6% Convertible Preferred Stock and through the exercise of the
Warrant, Black Sea (utilizing the assumed conversion factor described above)
would be deemed to be the beneficial owner of an aggregate of 1,017,429 shares
of Polyphase Common Stock which would comprise approximately 7.27% of the
shares of Common Stock of Polyphase which would be outstanding (based upon the
shares reported by the Issuer to be outstanding as of August 8, 1997) after
giving effect to such conversion and exercise, calculated as follows:
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<TABLE>
<CAPTION>
Number
Shares of
Item Common Stock
---- ------------
<S> <C>
assumed conversion all 7,500 Shares of Series F 571,429
assumed exercise of Warrant 500,000
---------
Total 1,071,429
</TABLE>
Except for the acquisitions of securities by Black Sea described above,
neither Black Sea nor, to the best of its knowledge, any of its executive
officers, directors or associates has effected any transaction in securities of
Polyphase during the past 60 calendar days.
Except as set forth herein, neither Black Sea nor, to the best of its
knowledge, any of its executive officers, directors or associates beneficially
owns nor has any right to acquire, directly or indirectly, any securities of
Polyphase and neither Black Sea nor, to the best of its knowledge, any of its
executive officers or directors has any contract, arrangement, understanding or
relationship with any person with respect to any securities of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except for the acquisitions of securities of Polyphase described under
Item 5 above, Black Sea does not have any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer including, but not limited to, transfer
or voting of any of the securities, finders' fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: October 2, 1997 BLACK SEA INVESTMENTS, INC.,
a Turks and Caicos Corporation
By: /s/ BRADFORD A. PHILLIPS
-------------------------------
Bradford A. Phillips,
President and Chief
Executive Officer
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SCHEDULE 1
EXECUTIVE OFFICERS AND DIRECTORS
OF BLACK SEA INVESTMENTS, INC.
<TABLE>
<CAPTION>
NAME AND CAPACITY PRESENT PRINCIPAL
WITH BLACK SEA OCCUPATION
INVESTMENTS, INC. BUSINESS ADDRESS OR EMPLOYMENT
- -------------------- ---------------- -----------------
<S> <C> <C>
Bradford A. Phillips(1) 10670 North Central Investments
President and a Expressway, Suite 300,
Director Dallas, Texas 75231
F. Terry Shumate(1) 10670 North Central Vice President, Secretary
Vice President, Treasurer Expressway, Suite 410, and Treasurer of Carmel
and a Director Dallas, Texas 75231 Realty Services, Inc.
(property management); and
Secretary and Treasurer
of Carmel Realty, Inc.
(property management and
real estate brokerage);
Director, Vice President,
Secretary and Treasurer of
First Equity Properties,
Inc. (real estate ownership
and operation).
Cockburn Secretaries, Cockburn House N/A
Ltd.(2) Cockburn Town
Secretary and a Director Grand Turk
</TABLE>
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(1) U.S. citizen.
(2) Turks and Caicos corporation
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