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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
POLYPHASE CORPORATION
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
73179 10 9
-----------------------------------
(CUSIP Number)
Steven C. Metzger
Prager, Metzger & Kroemer PLLC
2626 Cole Avenue, Suite 900
Dallas, Texas 75204-1083
(214) 969-7600
(214) 523-3838 (Fax)
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 22, 1997
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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 [ ].
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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
NUMBER OF
832,866*
SHARES -------------------------------------------------
8) SHARED VOTING POWER
BENEFICIALLY
OWNED BY 832,866*
------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING
832,866*
PERSON ------------------------------------------------
10) SHARED DISPOSITIVE POWER
WITH
832,866*
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
832,866*
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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)
5.54%
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14) TYPE OF REPORTING PERSON (See Instructions)
CO
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*Based on the assumptions stated by virtue of Rule 13d-3(d)
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 to Statement on Schedule 13D relates to 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)-(f). This Amendment No. 1 to Statement on Schedule 13D is filed
by Black Sea Investments, Ltd. ("Black Sea"), a Turks and Caicos Islands
corporation, which has its registered offices located at Cockburn House,
Cockburn Town, Grand Turk, c/o Finbar F. Dempsey. Black Sea filed an original
Statement on Schedule 13D with respect to event occurring August 29, 1997 (the
"Original Statement"). Since the filing of the Original Statement, Black Sea
has caused the conversion of certain shares of Series F 6% Convertible
Preferred Stock of Polyphase into shares of Common Stock of Polyphase and Black
Sea has disposed of certain of such shares of Common Stock. All items set
forth in this Amendment No. 1 are in addition to the information provided in
the Original Statement; accordingly, only the items which have changed since
the Original Statement are the subject of this Amendment No. 1. All
information set forth in Item 2 of the Original Statement remains correct as of
the date of this Amendment No. 1.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(c) Black Sea held 7,500 shares of Series F 6% Convertible
Preferred Stock (the "Preferred Stock") and a Warrant to purchase 500,000
shares of Common Stock of Polyphase at an exercise price of $1.50 per share
over a five-year period ending August 29, 2002 (the "Warrant"). The shares of
Preferred Stock are convertible into shares of Common Stock of Polyphase
pursuant to a formula ("Conversion Price") and the Warrant is exercisable at
any time after October 8, 1997. The "Conversion Price" for the shares of
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 Common Stock of Polyphase are then regularly
traded (which is currently the American Stock Exchange, Inc.) During the
period from October 9, 1997 through December 22, 1997, Black Sea provided to
Polyphase notices of conversion covering the number of shares of Polyphase
Common Stock (i.e., the "Conversion Shares") indicated below:
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<TABLE>
<CAPTION>
NUMBER OF
DATE CONVERSION SHARES
<S> <C>
October 16, 1997 87,432
October 20, 1997 91,168
October 31, 1997 72,072
November 17, 1997 58,608
November 20, 1997 59,925
December 1, 1997 190,478
December 22, 1997 152,381
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TOTAL 712,062
=======
</TABLE>
The Conversion Shares represent the total number of shares of Common Stock
issued upon conversion of 7,375 shares of Preferred Stock. After giving effect
to such conversions, Black Sea continues to hold 125 shares of Preferred Stock.
Assuming that the average daily closing bid prices of Polyphase Common Stock in
compliance with the "Conversion Price" arrangement was $1, the conversion
factor would be $0.75 which would calculate to be equivalent to 166,666 shares
of Common Stock of Polyphase issuable to Black Sea upon conversion of the
remaining 125 shares of Preferred Stock. Black Sea has the sole power to vote
or direct the voting of and to dispose or direct disposition of the 125 shares
of 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 remaining 125 shares of Preferred Stock into the
assumed number of shares of Common Stock of 166,666 shares (or such greater or
lesser number of shares as may be available at the time) and assuming 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 disposition of all shares of Common Stock of
Polyphase then owned by it.
Since the filing of the Original Statement, Black Sea engaged in the
following transactions in Polyphase Common Stock, all of which were sales of a
number of shares of Polyphase Common Stock set forth in the table below:
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<TABLE>
<CAPTION>
NUMBER OF
DATE OF CONVERSION SALE
SALE SHARES SOLD PROCEEDS
<S> <C> <C>
10/09/97 10,000 $16,672
10/10/97 5,200 $ 8,343
10/13/97 4,000 $ 6,417
10/14/97 10,000 $14,797
10/15/97 35,000 $52,483
10/16/97 800 $ 1,181
10/17/97 15,000 $21,572
10/20/97 31,000 $49,063
10/21/97 23,500 $38,579
10/22/97 200 $ 318
10/23/97 3,500 $ 5,396
10/24/97 19,000 $26,929
10/27/97 36,000 $54,651
10/28/97 10,600 $15,020
10/29/97 16,000 $21,677
10/31/97 10,000 $16,047
11/03/97 2,400 $ 3,549
11/04/97 18,000 $24,387
11/10/97 14,000 $18,967
11/11/97 9,500 $11,682
11/13/97 4,000 $ 4,420
11/14/97 26,000 $28,819
11/17/97 38,000 $47,990
11/18/97 16,200 $19,926
11/20/97 7,000 $ 7,732
11/21/97 13,000 $14,362
11/24/97 28,000 $29,187
11/25/97 30,500 $31,793
11/26/97 73,100 $76,239
11/28/97 40,000 $41,696
12/01/97 10,000 $10,425
12/02/97 20,000 $22,097
01/05/98 1,000 $ 915
01/07/98 5,000 $ 3,650
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Total 585,500
=======
</TABLE>
Also, December 9, 1997 and December 10, 1997, Black Sea purchased
9,819 shares and 10,000 shares, respectively, of Polyphase Common Stock in open
market transactions at prices of $1.0825 per share and $1.14 per share,
respectively (a total of $22,029). After giving effect to the sales described
above and the two separate purchases, Black Sea holds 166,200 shares of
Polyphase Common Stock.
After giving effect to all transactions occurring in Polyphase Common
Stock, Black Sea holds or has the right within 60 days to acquire shares of
Common Stock of the Issuer through conversion of 125 shares of Preferred Stock
and through exercise
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of the Warrant, Black Sea (utilizing the assumed conversion factor described
above) would be deemed to be the beneficial owner of an aggregate of 882,866
shares of Polyphase Common Stock which would comprise approximately 5.54% 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 December 22, 1997),
calculated as follows:
ITEM NUMBER OF SHARES
OF COMMON STOCK
Shares owned and held 166,200
Assumed conversion of all 125 shares of 166,666
Preferred Stock
Assumed exercise of Warrant 500,000
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TOTAL 832,666
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Except for the acquisitions and dispositions 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 the 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.
(d)(e) not applicable.
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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 Amendment No.
1 to Statement on Schedule 13D is true, complete and correct.
Dated: January 15, 1998 BLACK SEA INVESTMENTS, INC.,
a Turks and Caicos Corporation
By: /s/ Bradford A. Phillips
--------------------------
Bradford A. Phillips,
President and Chief
Executive Officer
