UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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)
NOVEMBER 7, 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).
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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*
00
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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 OF 7 SOLE VOTING POWER
SHARES 8,800,000
BENEFI- --- ------------------------------------------------
CIALLY
8 SHARED VOTING POWER
OWNED BY
-0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,800,000
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PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,800,000
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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)
35.7%
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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. 2 amends the Schedule 13D for an
event of February 1, 1996 (the "Statement"), as amended by
Amendment No. 1 to the Statement for an event of June 30, 1996,
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's principal executive offices are located
at 11011 Jones Road, Houston, Texas 77070.
The following changes have occurred in the executive
officers and directors of American Eco since the filing of the
Statement:
Mark White, Ronald K. Mann, Henry J. Knowles and A.
Murray Sinclair no longer serve as directors of American Eco.
John D. Walker is no longer the Chief Financial Officer of
American Eco and John H. Craig no longer serves as American Eco's
Secretary.
Barry Cracower became a director of American Eco in
December 1996. Mr. Cracower is principally employed as President
of Pharmx Rexall Drug Stores Ltd., a retail drug store chain
located in Ontario, Canada, and his business address is 323
Glenayr Road, Toronto, Ontario, Canada M5P 3C6. Mr. Cracower is
a citizen of Canada.
William A. Dimma became a director of American Eco in
January 1997. Mr. Dimma serves as the Chairman of the Board of
several Canadian corporations, and his business address is 407
Walmer Road, Suite 302, Toronto, Ontario, Canada M5R 3N2. Mr.
Dimma is a citizen of Canada.
Donald R. Getty became a director of American Eco in
January 1997. Mr. Getty is principally employed as the President
and Chief Executive Officer of Sunnybank Investments Ltd., an
investment and consulting company located in Edmonton, Alberta.
Mr. Getty's business address is 1273 Potter Greens Drive,
Edmonton, Alberta, Canada T5T 5Y8. Mr. Getty is a citizen of
Canada.
Francis J. Sorg Jr. became a director of American Eco
in May 1997. He serves as Chairman of Separation and Recovery
Systems, Inc., which American Eco acquired in July 1996. Mr.
Sorg's business address is 11011 Jones Road, Houston, Texas
77070. Mr. Sorg is a citizen of the United States.
David L. Norris is Senior Vice President and Chief
Financial Officer of American Eco having joined it in August
1996, and his business address is 11011 Jones Road, Houston,
Texas 77070. Mr. Norris also serves as a director of the Company
and was President of the Company from August 1996 through March
1997. Mr. Norris is a citizen of the United States.
Bruce A. Rich became the Secretary of American Eco in
May 1997. Mr. Rich's principal occupation is practicing law as a
partner of Reid & Priest LLP, a law firm with offices in New
York, New
-3-
<PAGE>
York and Washington, D.C.. Mr. Rich's business address
is 40 West 57th Street, New York, New York 10019. Mr. Rich is a
citizen of the United States.
During the five years immediately preceding the filing
of this report on Schedule 13D, neither American Eco nor any
person described above who is still affiliated with American Eco
has been convicted in a criminal proceeding. During such period,
neither American Eco nor any person described above who is still
affiliated with American Eco has been 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 judgment, 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.
The Company, together with other persons, were
defendants in a claim brought by Kelar Controls, Inc., a
subsidiary of the Company ("Kelar"), Kelly McMahon, the President
of Kelar, and Larry Thomas, the Vice President of Kelar, relating
to a stock sale agreement of December 1994. As of April 4, 1996,
the defendants and American Eco entered into a settlement
agreement (the "Settlement Agreement") with the plaintiffs
pursuant to which, among other things, American Eco agreed to
issue 25,000 shares of its common stock to each of Messrs.
McMahon and Thomas in exchange for an aggregate of 200,000 shares
(the "Shares") of the Company's Common Stock. On November 7,
1996, American Eco acquired the Shares.
ITEM 4. PURPOSE OF TRANSACTION.
American Eco's immediate purpose in acquiring the
Shares was to settle the legal dispute against the Company. The
acquisition was also consistent with American Eco's previously
announced intention of increasing its strategic investment in the
Company and thereby further establishing a business presence on
the West Coast of the United States.
As of 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 serves as the Senior Vice President and Chief
Financial Officer of American Eco.
American Eco continues to evaluate its interest in the
Company, which evaluation is based upon the relative performance
and capital needs of both the Company and American Eco, general
market and economic conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of November 7, 1996, American Eco became the
beneficial owner of 8,800,000 shares of the Common Stock which
constituted 35.7% 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 also had 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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At the time of the transaction reported herein, Mr.
McGinnis served as the President of the Company and had been
granted currently exercisable stock options to purchase 300,000
shares of Common Stock in June 1996. In August 1996, the Company
granted to Mr. Norris stock options to purchase 300,000 shares of
Common Stock. American Eco disclaims beneficial ownership of the
shares of Common Stock underlying the stock options held by
Messrs. McGinnis and Norris.
(b) American Eco possesses the sole power to vote and
dispose of 8,800,000 shares of Common Stock.
Should Messrs. McGinnis and Norris exercise the stock
options held by them, they would each 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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
In addition to the contracts, arrangements,
understandings and relationships between the Company and American
Eco previously described in this report, American Eco has made
loans to the Company and has guaranteed some obligations of the
Company and its subsidiaries. In February 1996, American Eco
agreed to loan money to the Company pursuant to a line of credit
agreement with a maximum borrowing of $5,250,000, with interest
at the prime rate plus 2%. The Company has drawn down the entire
line. American Eco has outstanding guarantees of a $130,162 bank
line of credit to a subsidiary of the Company, the Company's
lease in Anaheim, California, a factoring line and an equipment
lease. American Eco had also guaranteed other bank loans of the
Company, which loans have been repaid.
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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
Chairman, President and
Chief Executive Officer
