UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
EIF HOLDINGS, INC.
------------------
Name of Issuer)
COMMON STOCK, NO PAR VALUE
--------------------------
(Title of Class of Securities)
268524-10-5
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(CUSIP Number)
John C. Pennie
Vice-Chairman
American Eco Corporation
415 Yonge Street
Suite 2000
Toronto, Ontario
Canada M5B 2E7
(416) 340-2727
_________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
APRIL 1, 1996
-----------------------
(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 [ ].
Check the following box if a fee is being paid with the statement
[X]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent of less of such
class.) (See Rule 13d-7.)
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 1 of 16 Pages
Exhibit Index appears at page 8
<PAGE>
SCHEDULE 13D
CUSIP No. 268524-10-5 PAGE 2 OF 16 PAGES
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_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Eco Corporation
EIN: 76-038124
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS*
WC
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
__________________________________________________________
7 SOLE VOTING POWER
4,000,000
__________________________________________________________
8 SHARED VOTING POWER
-0-
__________________________________________________________
9 SOLE DISPOSITIVE POWER
4,000,000
__________________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,000,000
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
_________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<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 727 South
Ninth Avenue, City of Industry, California 91745.
ITEM 2. IDENTITY AND BACKGROUND.
American Eco Corporation ("American Eco") is organized
under the laws of the Province of Ontario, Canada. American
Eco's principal executive offices are located at 415 Yonge
Street, Suite 2000, Toronto, Ontario, Canada M5B 2E7.
American Eco provides construction, project management,
maintenance, demolition, dismantlement and environmental
remediation services in the refining, petrochemical, government,
commercial, manufacturing and utility industries. The common
stock of American Eco is quoted on the Nasdaq National Market
under the symbol ECGOF and on the Toronto Stock Exchange under
the symbol ECX.
See Schedule A attached hereto for a listing of
American Eco's officers and directors.
During the five years immediately preceding the filing
of this report on Schedule 13D, neither American Eco nor any
person on Schedule A annexed hereto has been convicted in a
criminal proceeding; 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 subject to a judgement, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or findings any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
American Eco entered into a stock purchase agreement,
dated March 7, 1996, with Julbin International Ltd. ("Julbin"),
pursuant to which American Eco agreed to purchase 4,000,000
shares of the Company's Common Stock from Julbin for $70,000 in
cash and 300,000 shares of American Eco common stock, no par
value, subject to the approval by The Toronto Stock Exchange.
The agreement closed as of April 1, 1996. See Item 4 of this
Report. American Eco obtained the cash portion of the purchase
price from its working capital.
ITEM 4. PURPOSE OF TRANSACTION.
The following discussion responds to paragraphs (a),
(b), (d), (e) and (g) of Item 4. Paragraphs (c), (f), (h), (i)
and (j) of Item 4 are not applicable.
American Eco wishes to establish a business presence on
the West Coast of the United States. In part, American Eco hopes
to obtain this presence by acquiring a controlling interest in
the Company. One step in this effort was the purchase of the
4,000,000 shares from Julbin. In addition, American Eco and the
Company previously entered into a stock purchase agreement (the
"Stock Purchase Agreement") pursuant to which American Eco will
purchase 10,000,000 shares (the "Shares") of Common Stock for an
aggregate purchase price of $1,000,000, which represented the
market value per share of Common Stock at the date of such
Agreement. The Stock Purchase Agreement has been filed with the
Securities and Exchange Commission as an exhibit to the Company's
Current Report on Form 8-K, dated February 2, 1996, and the
description of the purchase of the Shares by American Eco
contained herein is qualified in its entirety by reference to the
Stock
-3-
<PAGE>
Purchase Agreement. The closing of the Stock Purchase Agreement
by American Eco is contingent upon the approval by the
shareholders of the Company of the increase in the number of
authorized shares of Common Stock or other means to enable the
closing of the Stock Purchase Agreement. The Company plans to
hold its annual shareholders' meeting (the "Annual Meeting")
during June 1996. American Eco disclaims beneficial ownership of
the Shares.
The Company will seek shareholder approval at the
Annual Meeting of a merger (the "Merger") of the Company with and
into a wholly-owned subsidiary of the Company which has been
newly formed in the State of Delaware. As a result of the
Merger, the Company will be subject to the corporate laws of the
State of Delaware. Section 203 of the Delaware General
Corporation Law (the "DGCL") prevents stockholders who become
owners of 15% or more of the issued and outstanding shares of a
Delaware corporation from acquiring additional shares without the
prior approval of such corporation's board of directors.
Pursuant to the DGCL, the board of directors of the subsidiary
has approved American Eco becoming a significant stockholder of
the Company, and, as a result, American Eco will be permitted to
acquire additional shares of Common Stock following the Merger
without being subject to Section 203.
Other than as set forth herein, no other acquisitions
of Common Stock are currently being contemplated by American Eco.
The Company and American Eco have agreed that, during
the interim period between the execution and closing of the Stock
Purchase Agreement, a management team, primarily comprised of
managers from American Eco, would assist in the management of the
Company's operations. As a result, the following management
changes have been implemented by the Company. Richard Austin has
stepped down as Chairman of the Board, a director and Chief
Executive Officer of the Company, but he continues to act as the
President and Chief Executive Officer of P.W. Stephens
Contractors, Inc., the Company's largest subsidiary. Kenneth
Vonderahe has resigned as a director of the Company and as
President of Vonguard Holdings, Inc., one of the Company's
subsidiaries. On February 1, 1996, the two vacancies of the
Company's board of directors were filled by Ronald K. Mann, who
assumed the Chairmanship of the Company, and Michael E. McGinnis,
who also became President and Chief Executive Officer of the
Company. Mr. Mann is a director of American Eco and Mr. McGinnis
is a director and the President and Chief Executive Officer of
American Eco. Mr. Mann and Mr. McGinnis shall devote as much
time to the management of the Company as each, in his sole
discretion, shall deem necessary.
The Company's board of directors has increased the size
of the board of directors from four to five members effective as
of the Annual Meeting. It is anticipated that management's slate
of nominees for membership on the board of directors presented at
the Annual Meeting will include Messrs. McGinnis and Mann and
Mark White. Mr. White is the Chairman of the Board of Directors
of American Eco, and, if elected as a director of the Company, he
will be appointed the Chairman of the Board of the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) On April 1, 1996, American Eco became the
beneficial owner of 4,000,000 shares of the Common Stock which
constituted 16.2% of the issued and outstanding shares of Common
Stock at that date. The percentage of American Eco's beneficial
ownership is based upon 24,681,201 shares of Common Stock then
outstanding.
(b) American Eco (i) possesses the sole power to vote
and dispose of 4,000,000 shares of Common Stock.
(c) None except as disclosed in Item 4.
-4-
<PAGE>
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Stock Purchase Agreement, dated March 7, 1996,
between American Eco and Julbin International Ltd.
2. Stock Purchase Agreement, dated January 12, 1996,
between the Company and American Eco.
-5-
<PAGE>
SIGNATURE
---------
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: April 29, 1996 By: /s/ Michael E. McGinnis
--------------------------
Michael E. McGinnis
President and Chief
Executive Officer
-6-
SCHEDULE A
The name and principal occupation or employment of each
executive officer and director of American Eco are as follows:
PRINCIPAL OCCUPATION
NAME AND CITIZENSHIP ADDRESS OR EMPLOYMENT
-------------------- -------------------- --------------------
Michael E. McGinnis 11011 Jones Road President, Chief
United States Houston, Texas Executive Officer
77070 and a Director of
American Eco.
Mark White 11011 Jones Road Chairman of the
United States Houston, Texas Board of Directors
77070 of American Eco;
Consultant and
Attorney in private
practice in Texas.
John C. Pennie 415 Yonge Street Vice-Chairman of the
Canada Suite 2000 Board of Directors
Toronto, Ontario of American Eco;
Canada M5B 2E7 President, Windrush
Corporation of
Ontario, Canada.
Ronald K. Mann 9A Casimir Street Director of American
Canada Toronto, Ontario Eco; Barrister and
Canada M5T 2P6 Solicitor in private
practice in Toronto,
Ontario.
Henry J. Knowles 1800 Dundas Street Director of American
Canada West Eco; Partner,
Toronto, Ontario Bastedo Sheldon
Canada M5G 1Z8 McGivney & Peck, a
law firm located in
Toronto, Ontario.
John D. Walker 11011 Jones Road Chief Financial
United States Houston, Texas Officer of American
77070 Eco.
John H. Craig Scotia Plaza Secretary of
Canada Suite 2100 American Eco;
40 King Street West Partner, Cassels
Toronto, Ontario Brock & Blackwell, a
Canada M5H 3C2 law firm located in
Toronto, Ontario.
A. Murray Sinclair, 999 West Hastings Director of American
Jr. Street Eco; Managing
Canada Suite 900 Partner, Quest
Vancouver, British Capital Corporation,
Columbia a public investment
Canada V6C 2W2 company located in
Vancouver, British
Columbia.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT PAGE
------------ ----------------------- ----
1 Stock Purchase Agreement, 10
dated March 7, 1996 between
American Eco and Julbin
International Ltd.
2 Stock Purchase Agreement, 14
dated January 12, 1996,
between the Company and
American Eco.
