SEC 1745 (2-95)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.--------)*
Xavier Corporation (the "Issuer")
(Name of Issuer)
Common Stock, $.0007 par value per share (the "Common Stock")
(Title Class of Securities)
98394110
(CUSIP Number)
Mr. Alain Rukavina with copies to:
as Provisional Robert Mollen, Esq.
Administrator for Fried, Frank, Harris,
Russ Oil & Technology S.A. Shriver & Jacobson
5 Boulevard Royal 4 Chiswell Street
L-2449 Luxembourg London EC1Y 4UP
(352) 453-113 (44 171) 972-9600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices )
*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 disclosures
provided in a prior cover page.
The information required in 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 ("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).
CUSIP No. 98394110 13G Page ------ of ------ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Russ Oil & Technology S.A. ("Russ Oil"); not applicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
5 SOLE VOTING POWER
1,408,486 shares of Common Stock; Warrants to
acquire 3,865,418 shares of Common Stock; and,
according to the Issuer, Russ Oil is entitled
to receive Warrants to acquire an additional
1,734,944 shares of Common Stock, which
Warrants have not been issued. Russ Oil has
not yet been able to verify its interest in
these unissued warrants, but in view of the
NUMBER OF advice from the Issuer, has included them in
SHARES this Schedule 13G.
BENE-
FICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
WITH
1,408,486 shares of Common Stock; Warrants to
acquire 3,865,418 shares of Common Stock; and,
according to the Issuer, Russ Oil is entitled
to receive Warrants to acquire an additional
1,734,944 shares of Common Stock, which
Warrants have not been issued. Russ Oil has not
yet been able to verify its interest in these
unissued warrants, but in view of the advice
from the Issuer, has included them in this
Schedule 13G.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,008,848 shares of Common Stock (assuming the exercise of
all Warrants beneficially owned by Russ Oil, including all
unissued Warrants)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.3% (assuming the exercise of all Warrants
beneficially owned by Russ Oil, including all unissued
Warrants)
12 TYPE OF REPORTING PERSON*
CO
Item 1.
(a) Name of Issuer
Xavier Corporation (the "Issuer")
(b) Address of Issuer's Principal Executive Offices
1600 Smith Street, Suite 4700, Houston, TX 77002
Item 2.
(a) Name of Person Filing
Russ Oil & Technology S.A. ("Russ Oil")
(b) Address of Principal Business Office or, if none, Residence
Russ Oil, 5 Boulevard Royal, L-2449 Luxembourg
(c) Citizenship
Russ Oil -- Luxembourg
(d) Title of Class of Securities
Common Stock, $.0001 par value per share (the "Common
Stock")
(e) CUSIP Number
98394110
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in Section 3(a)(6) of the Act
(c) / / Insurance Company as defined in Section 3(a)(19) of the
Act
(d) / / Investment Company registered under Section 8 of the
Investment Company Act
(e) / / Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
Section 240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
If the percent of the class owned, as of December
31 of the year covered by the statement, or as of
the last day of any month described in Rule 13d-
l(b)(2), if applicable, exceeds five percent,
provide the following information as of that date
and identify those shares which there is a right
to acquire.
(a) Amount Beneficially Owned:
Russ Oil - 7,008,848 shares of Common Stock (assuming the
exercise of all Warrants beneficially owned by Russ Oil,
including all unissued Warrants)
(b) Percent of Class:
Russ Oil - 27.3% (assuming the exercise of all Warrants
beneficially owned by Russ Oil, including all unissued
Warrants)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
Russ Oil - 7,008,848 shares of Common Stock
(assuming the exercise of all Warrants
beneficially owned by Russ Oil, including all
unissued Warrants)
(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:
Russ Oil - 7,008,848 shares of Common Stock
(assuming the exercise of all Warrants
beneficially owned by Russ Oil, including all
unissued Warrants)
Item 5. Ownership of Five Percent 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 five percent of the Common Stock, check
the following __.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Each Reporting Person has the sole right to
receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of,
the Common Stock owned by it.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
June 20, 1997
- -------------------------------------
Date
RUSS OIL & TECHNOLOGY S.A.
/s/ Alain Rukavina
---------------------------------
By: Alain Rukavina
(Solely in his capacity as
Provisional Administrator of
Russ Oil & Technology S.A. as
appointed by the District
Court of and in Luxembourg on
November 18, 1996)
The original statement shall be signed by each person on
whose behalf the statement is filed or his authorized
representative. If the statement is signed on behalf of a person
by his authorized representative other than an executive officer
or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall
be filed with the statement, provided, however, that a power of
attorney for this purpose which is already on file with the
Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
