SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. )*
Polyphase Corporation
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
731791109
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(CUSIP Number)
John E. McConnaughy, Jr., 1011 High Ridge Road, Stamford, Connecticut. 06905
----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 1, 1999
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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: if a paper filing is being made, 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 any 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 purposes 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 73179-11-00 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
John E. McConnaughy, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX 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
USA
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7 SOLE VOTING POWER
NUMBER OF 1,468,900 shares of Common Stock
SHARES ====================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
REPORTING ====================================================
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,468,900 shares of Common Stock
====================================================
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,468,900 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11 EXCLUDES CERTAIN SHARES*[ ]
================================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.82%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 73179-11-00 Page 3 of 6 Pages
Item 1. Security and Issuer.
The title and class of equity securities to which this statement relates are:
Common Stock, $0.01 par value.
The name, address and the principal executive offices of the issuer of such
securities are:
Polyphase Corporation
4800 Broadway
Suite A
Addison, Texas 75001
Item 2. Identity and Background.
(a) The name of the reporting person is John E. McConnaughy, Jr.
(b) Mr. McConnaughy's address is:
c/o JEMC Corp.
1011 High Ridge Road
Stamford, Connecticut 06905.
(c) Mr. McConnaughy is a private investor.
(d) During the last five years Mr. McConnaughy has not been convicted in
a criminal proceeding.
(e) During the last five years Mr. McConnaughy was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is not subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr. McConnaughy is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. McConnaughy purchased an aggregate of 1,468,900 shares of the issuer's
Common Stock for an aggregate price of $550,646.81, including commissions, as
set forth in the following table:
Date of Number Price Gross
Purchase of Shares Per Share (1) Purchase Price (2)
-------- --------- ------------- ------------------
12/09/98 172,900 $ 0.3125 $ 57,578.87
12/18/98 12,300 0.3125 4,154.25
12/21/98 14,800 0.3125 4,998.00
12/22/98 21,000 0.3125 7,090.50
12/23/98 14,900 0.3125 5,031.75
12/24/98 137,000 0.3125 46,240.25
12/28/98 90,800 0.3125 30,648.00
12/29/98 4,400 0.3125 1,488.00
<PAGE>
CUSIP No. 73179-11-00 Page 4 of 6 Pages
Date of Number Price Gross
Purchase of Shares Per Share (1) Purchase Price (2)
-------- --------- ------------- ------------------
12/30/98 81,100 0.3125 $ 27,374.25
12/31/98 18,900 0.3125 6,381.75
1/25/99 30,000 0.3750 11,566.65
2/01/99 21,700 0.3750 8,796.50
2/02/99 48,300 0.3750 19,568.50
2/03/99 3,600 0.3750 1,466.00
2/04/99 3,800 0.3750 1,547.00
2/05/99 200 0.3750 89.00
2/08/99 100 0.3750 48.50
2/10/99 800 0.3750 332.00
2/11/99 7,900 0.3750 3,207.50
2/12/99 23,900 0.3750 9,687.50
2/17/99 59,700 0.3750 24,186.50
2/25/99 2,600 0.3125 885.50
3/01/99 100,000 0.3750 40,508.00
3/02/99 102,600 0.3750 41,561.00
3/03/99 7,400 0.3750 3,005.00
3/04/99 14,500 0.3750 5,880.50
3/05/99 500 0.3750 210.50
3/08/99 600 0.3750 251.00
3/09/99 1,000 0.3750 413.00
3/10/99 1,500 0.3750 615.50
3/29/99 9,900 0.3125 3,398.75
3/30/99 3,100 0.3125 1,069.75
3/31/99 5,200 0.3125 1.789.00
4/01/99 300 0.3125 110.75
4/05/99 16,400 0.3125 5,625.00
4/06/99 4,000 0.3125 1,378.00
4/07/99 5,000 0.3125 1,720.00
4/08/99 3,600 0.3125 1,241.00
4/09/99 70,000 0.3750 28,358.00
4/13/99 5,900 0.3750 2,397.50
4/14/99 17,600 0.3750 7,136.00
4/15/99 4,500 0.3750 1,830.00
4/16/99 1,000 0.3750 413.00
4/20/99 1,000 0.3750 413.00
4/21/99 1,200 0.3750 494.00
4/22/99 200 0.3750 89.00
4/23/99 2,500 0.3750 1,020.50
4/27/99 800 0.3750 332.00
4/28/99 700 0.3750 333.50
4/29/99 317,200 0.3750 128,474
- ------------------------
(1) These prices exclude commissions.
(2) These prices include commissions.
The source of the funds for Mr. McConnaughy's purchases was personal funds, none
of which is represented by funds or other consideration borrowed or otherwise
obtained for the purpose of acquiring, holding, trading or voting the
securities, or by a loan from a bank in the ordinary course of business.
<PAGE>
CUSIP No. 73179-11-00 Page 5 of 6 Pages
Item 4. Purpose of Transaction.
Mr. McConnaughy acquired the subject securities for purposes of investment and
future sale. He has no 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 such securities, except that he may acquire additional
securities or dispose of securities of the issuer depending upon the then
current business conditions of the issuer and the economy in general;
(b) An extraordinary corporate transaction, such as a merger, 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 current board of directors and 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, except that he may seek to
become a director;
(e) Any material change in the current capitalization or dividend policy of the
issuer;
(f) Any material change in the issuer's business or corporate structure;
(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;
(h) Causing a class of securities of the issuer to be delisted 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;
(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 those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Mr. McConnaughy owns 1,468,900 shares of the issuer's Common Stock which
currently represent 8.82% of the outstanding shares of such Stock.
(b) Mr. McConnaughy has the sole power to vote, direct the vote, dispose and
direct the disposition of all of the shares of Common Stock which he owns.
He does not share with anyone the power to vote, direct the vote, dispose
or direct the disposition of any other shares of Common Stock.
(c) No purchases or sales of the Common Stock have been made by Mr. McConnaughy
within the past 60 days except as set forth herein.
<PAGE>
CUSIP No. 73179-11-00 Page 6 of 6 Pages
(d) No person other than Mr. McConnaughy has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of
the 1,468,900 shares of Common Stock which he owns.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Mr. McConnaughy is not a party to contracts, agreements, understandings or
relationships (legal or otherwise) with respect to any securities of the issuer,
including but not limited to transfer or voting of any of the securities,
finder's 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.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement with respect to me is
true, complete and correct.
Dated: May 3, 1999
s/JOHN E. MCCONNAUGHY, JR.
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John E. McConnaughy, Jr.
