SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
POLYPHASE CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
73179110
(CUSIP Number)
December 31, 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)
* 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 deemed to be "filed" for purpose of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or otherwise subject to all other provisions of the Exchange Act
(however, see the Notes).
<PAGE>
CUSIP No.73179110 Amendment No. 2 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 0
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(6) Shared Voting Power 0
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(7) Sole Dispositive Power 0
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(8) Shared Dispositive Power 0
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(9) Aggregate Amount Beneficially Owned 0
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 0.0%
Amount in Row (9)
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(12) Type of Reporting Person* CO
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* SEE INSTRUCTIONS
** This Amendment No. 2 to Schedule 13G is being filed pursuant
to Item 5 hereof to reflect the fact that, as of the date
hereof, the Reporting Person has ceased to be the beneficial
owner of more than 5% of the class of securities.
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<PAGE>
CUSIP NO. 73179110 Amendment No. 2 to 13G
Item 4. Ownership:
At the close of business on December 31, 1999, the Reporting
Person did not beneficially own any shares of the Issuer's
Common Stock or any securities convertible, exercisable or
exchangeable for shares of the Issuer's Common Stock.
(a) Amount Beneficially owned: 0
(b) Percent of Class: 0%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition
of: 0
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of 5% 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 5 percent of the class of
securities, check the following. [ X ]
[Signature Page Follows]
<PAGE>
CUSIP NO. 73179110 Amendment No. 2 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 14, 2000
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).
