UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
EIF Holdings, Inc.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
268524-10-5
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(CUSIP Number)
Michael E. McGinnis
President and Chief Executive Officer
American Eco Corporation
11011 Jones Road
Houston, Texas 77070
(281) 774-7000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JUNE 30, 1996
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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 [].
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, as amended (the "Act") or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 268524-10-5
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Eco Corporation
EIN: 52-1742490
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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
Ontario, Canada
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NUMBER 7 SOLE VOTING POWER
OF 8,600,000
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
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OWNED
BY 9 SOLE DISPOSITIVE POWER
EACH
8,600,000
REPORTING ----------------------------------------------------------
PERSON
10 SHARED DISPOSITIVE POWER
WITH -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
8,600,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
34.9%
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14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
The securities covered by this Schedule 13D are shares
of common stock, no par value (the "Common Stock"), of EIF
Holdings, Inc., a Hawaii corporation (the "Company"). The
Company's principal executive offices are located at 475 North
Muller Street, Anaheim, California 92803.
Pursuant to Rule 13d-2 under the Securities Exchange
Act of 1934, this Amendment No. 1 amends the Schedule 13D for an
event of February 1, 1996 (the "Statement"), filed by American
Eco Corporation ("American Eco") with respect to its ownership of
shares of the Company's Common Stock. Terms used and not
otherwise defined herein shall have the respective meanings set
forth in the Statement. Except as otherwise expressly indicated
below, the information provided in the Statement remains in
effect.
ITEM 2. IDENTITY AND BACKGROUND.
American Eco Corporation is organized under the laws of
the Province of Ontario, Canada. American Eco's principal
executive offices are located at 11011 Jones Road, Houston, Texas
77070.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
American Eco purchased 4,600,000 shares of Common Stock
in open market transactions during June 1996 for an aggregate
purchase price of $2,880,000 in cash from American Eco's working
capital.
ITEM 4. PURPOSE OF TRANSACTION.
American Eco purchased the shares of Common Stock as
part of its previously disclosed strategy of increasing its
strategic investment in the Company and thereby further
establishing a business presence on the West Coast of the United
States.
At the date of the filing of this report, American Eco
controls the management of the Company. Two of the three
directors currently sitting on the Company's Board of Directors
are executive officers of American Eco. They are Michael E.
McGinnis and David L. Norris. Mr. McGinnis is the Chairman,
President and Chief Executive Officer and a director of American
Eco. Mr. Norris was the President of the Company from August
1996 through March 1997, and also serves as the Senior Vice
President and Chief Financial Officer of American Eco.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) On June 30, 1996, American Eco became the
beneficial owner of 8,600,000 shares of the Common Stock which
constituted 34.9% of the issued and outstanding shares of Common
Stock at that date. The percentage of American Eco's beneficial
ownership is based upon 24,663,201 shares of Common Stock then
outstanding.
American Eco had also entered into a Stock Purchase
Agreement to purchase an additional 10,000,000 shares of Common
Stock for $1,000,000, which purchase is conditioned upon the
Company's shareholders approving an increase in the authorized
Common Stock. No shareholders meeting has been called.
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<PAGE>
At the time of the transaction reported herein, Michael
McGinnis held currently exercisable stock options to purchase
300,000 shares of Common Stock. American Eco disclaims
beneficial ownership of the shares of Common Stock underlying
stock options held by Mr. McGinnis.
(b) American Eco possesses the sole power to vote and
dispose of 8,800,000 shares of Common Stock.
Should Mr. McGinnis exercise the stock options held by
him, he would have the sole power to vote and dispose of any
shares of Common Stock issued upon such exercise.
(c) With respect to American Eco, none except as
disclosed in Item 4.
(d) None.
(e) Not applicable.
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<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
the statement is true, complete and correct.
AMERICAN ECO CORPORATION
Date: May 30, 1997 By: /s/ Michael E. McGinnis
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Michael E. McGinnis
President and Chief
Executive Officer
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