SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
POLYPHASE CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
73179110
(CUSIP Number)
December 31, 1998
(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)
* 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 the 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, (the "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).
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CUSIP NO.73179110 Amendment No. 1 to 13G
(1) Name of Reporting Person Infinity Investors Limited
I.R.S. Identification
No. of Above Person (entities only) N/A
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(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [ ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization Nevis, West Indies
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Number of Shares
Beneficially
Owned by Each
Reporting Person
With: (5) Sole Voting Power 1,584,229**
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(6) Shared Voting Power 0
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(7) Sole Dispositive Power 1,584,229**
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(8) Shared Dispositive Power 0
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(9) Aggregate Amount Beneficially Owned 1,584,229**
by Each Reporting Person
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(10) Check Box if the Aggregate Amount in [ ]
Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by 9.99%
Amount in Row (9)
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(12) Type of Reporting Person* CO
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* SEE INSTRUCTIONS
** The exact number of shares of Common Stock issuable upon
conversion of the derivative securities described herein is not
determinable without knowledge of and reference to the applicable
conversion date. This Statement has been prepared on the basis
of certain assumptions made herein.
<PAGE>
CUSIP NO.73179110 Amendment No. 1 to 13G
Item 4. Ownership:
(a) Amount Beneficially Owned: 1,584,229. This
amount represents (i) shares of Series A-3 Preferred Stock (the
"Preferred Stock") convertible at the option of the Reporting
Person into that number of whole shares of Common Stock that is
calculable by multiplying the number of shares of Preferred Stock
being converted by 10 and dividing such number by the closing
sales price of the Common Stock on the day immediately preceding
the date that written notice of conversion is given to the Issuer
(the "Valuation Formula") and (ii) accrued and unpaid dividends,
payable in shares of Common Stock, based on the same Valuation
Formula as applicable to the Preferred Stock. Pursuant to the
terms of that certain letter agreement dated November 11, 1998
between the Issuer and the Reporting Person, in no event shall
the Reporting Person be entitled to convert, within 60 days, any
portion of the Preferred Stock in excess of that portion of the
Preferred Stock upon conversion of which the sum of (i) the
number of shares of Common Stock beneficially owned by the
Reporting Person (other than shares of Common Stock which may be
deemed beneficially owned as a result of unconverted derivative
securities) plus (ii) the number of shares of Common Stock
issuable upon the conversion of the portion of the Preferred
Stock (including accrued and unpaid dividends thereon), would
result in beneficial ownership by the Reporting Person of more
than 9.99% of the outstanding shares of Common Stock, except upon
the occurrence of certain material contingencies not under the
control of the Reporting Person. The number of shares of Common
Stock described as beneficially owned in this paragraph is
included for disclosure purposes only. The exact number of
shares of Common Stock to be acquired by the Reporting Person, if
any, upon conversion of the Preferred Stock cannot be determined
until conversion thereof.
(b) Percent of Class: 9.99%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the
vote: 1,584,229
(ii) shared power to vote or to direct the
vote: 0
(iii) sole power to dispose or to direct the
disposition of: 1,584,229
(iv) shared power to dispose or to direct the
disposition of: 0
<PAGE>
CUSIP NO.73179110 Amendment No. 1 to 13G
Item 10. Certifications:
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the Issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Date: February 9, 1998
Infinity Investors Limited
By: /s/ J.A. LOUGHRAN
----------------------------
Name: J.A. Loughran
Title: Director
Attention: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
