UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
EIF HOLDINGS, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
--------------------------
(Title of Class of Securities)
268524-10-5
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(CUSIP Number)
Frank A. Fradella
c/o EIF Holdings, Inc.
53 Stiles Road
Suite 101
Salem, New Hampshire 03079
(603)-890-3680
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 22, 1997
---------------------
(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 12 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 268524-10-5 PAGE 2 OF 12 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frank J. Fradella
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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
United States
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7 SOLE VOTING POWER
NUMBER OF
8,800,000 (subject to a purchase option)
SHARES -----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
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9 SOLE DISPOSITIVE POWER
OWNED BY
8,880,000 (subject to a purchase option)
EACH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,880,000 (subject to a purchase option)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.65%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 268524-10-5 Page 3 of 12 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Catherine A.Fradella
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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
United States
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7 SOLE VOTING POWER
NUMBER OF
8,800,000 (subject to a purchase option)
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
OWNED BY
8,880,000 (subject to a purchase option)
EACH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,880,000 (subject to a purchase option)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.65%
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14 TYPE OF REPORTING PERSON*
IN
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*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 53 Stiles Road, Suite
101, Salem, New Hampshire 03079.
ITEM 2. IDENTITY AND BACKGROUND.
This report is being filed by Frank J. Fradella and his wife
Catherine A. Fradella (sometimes, the "Reporting Persons"). Mr.
Fradella currently serves as the Chairman of the Board,
President, CEO and a director of the Company, whose principal
executive offices are located at 53 Stiles Road, Suite 101,
Salem, New Hampshire 03079. Mrs. Fradella is a housewife.
During the five years immediately preceding the filing of
this report on Schedule 13D, neither Reporting Person has not
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 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.
Each of the Reporting Persons is a citizen of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
Pursuant to a Stock Option Agreement, dated December 22,
1997 (the "Stock Option Agreement"), between Frank J. Fradella
and Catherine A. Fradella and American Eco Corporation ("American
Eco"), American Eco granted an option (the "Option") to the
Reporting Persons to purchase 8,800,000 shares of the Company's
Common Stock at an exercise price of $.65 per share, exercisable
for a period of one year. The purpose of the Option was to
provide incentives and opportunities to Mr. Fradella to acquire a
significant equity interest in the Company as the new principal
executive officer of the Company.
Mr. Fradella acquired the Option in order to be in a
position to obtain a substantial equity interest in the Company.
He became an executive officer in May 1997 and Chairman in
November 1997 at which time the Company closed a major business
acquisition which was directed by Mr. Fradella.
The Company plans to call a shareholders meeting for the
purposes of electing directors, effecting a reverse stock split
of its Common Stock and establishing a class of Preferred Stock,
and separately migrating its corporate domicile to the State of
Delaware from the State of Hawaii. The reverse split would be on
a basis as determined by the Board of Directors upon shareholder
approval of the parameters of the split. It is anticipated that
the shareholders meeting would be held in the first quarter of
1998 after the filing of proxy materials with the Securities and
Exchange Commission.
Mr. Fradella has no plans to cause the Company to cease to
be a reporting company under the Securities Exchange Act of 1934
nor to cause the cessation of trading of its Common Stock. The
Common Stock is currently traded on the OTC Bulletin Board. When
eligible, Mr. Fradella will seek to have the Company apply for
trading of the Common Stock on the Nasdaq SmallCap System.
-4-
<PAGE>
The Reporting Persons have no present intention to engage or
cause the Company to engage in any of the transactions or
activities specified in paragraphs (a) through (j) of this Item 4
other than as set forth in the immediately preceding paragraph.
However, each of them reserves the right, either individually or
together with other persons, to act in respect of his interest in
the Company in accordance with his best judgment in light of the
circumstances existing at that time, which may include purchasing
the shares of Common Stock, either in the open market or
privately, or selling shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Fradella together with his wife are deemed the
beneficial owners of 8,800,000 shares of the Common Stock
underlying the Option. The Shares constitute 35.65% of the
24,681,201 issued and outstanding shares of Common Stock as of
December 22, 1997.
(b) Mr. Fradella possess the sole power to vote of the
Shares as the Stock Option Agreement also provides for a proxy by
American Eco to Mr. Fradella to vote the Shares while that
Agreement is in effect. He has no dispostive power as to the
Shares.
(c) There have been no transactions in the Company's Common
Stock by the Reporting Persons within the past 60 days other than
entry into the Stock Option Agreement.
(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. Joint Filing Agreement, dated December 29, 1997, by
Frank J. Fradella and Catherine A. Fradella.
2. Power of Attorney, dated December 29, 1997, from
Catherine A. Fradella.
3. Stock Option Agreement, dated December 22, 1997, between
Frank J. Fradella and Catherine A. Fradella and American Eco
Corporation.
-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.
Date: December 29, 1997
/s/ Frank A. Fradella
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FRANK J. FRADELLA
/s/ Catherine A. Fradella
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CATHERINE A. FRADELLA
-6-
<PAGE>
EXHIBIT INDEX
Exhibit Description
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1. Joint Filing Agreement, dated December 29,
1997, by Frank J. Fradella and Catherine A.
Fradella.
2. Power of Attorney, dated December 29, 1997,
from Catherine A. Fradella.
3. Stock Option Agreement, dated December 22, 1997,
between Frank J. Fradella and Catherine A.
Fradella and American Eco Corporation.
EXHIBIT 1
JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D
(including amendments thereto) with respect to the Common Stock
of EIF Holdings, Inc., a Hawaii corporation. This Joint Filing
Agreement shall be included as an Exhibit to such joint filing.
In evidence thereof each of the undersigned, being duly
authorized, hereby execute this Agreement this 29th day of
December, 1997.
/s/ Frank J. Fradella
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FRANK J. FRADELLA
/s/ Catherine A. Fradella
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CATHERINE A. FRADELLA
EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the person whose
signature appears below constitutes and appoints Frank J.
Fradella true and lawful attorney-in-fact and agent, for her and
in her name, place and stead, in any and all capacities, to sign
any or all amendments to Schedule 13D with respect to interests
in the securities of EIF Holdings, Inc., and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and other
necessary entities, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as it might or
could do in person, hereby ratifying and confirming that said
attorney-in-fact and agent may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned executed this instrument
on this 29th day of December, 1997.
/s/ Catherine A. Fradella
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CATHERINE A. FRADELLA
Exhibit 3
AMERICAN ECO CORPORATION
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STOCK OPTION AGREEMENT
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AGREEMENT made as to this 22nd day of December, 1997 between
American Eco Corporation, an Ontario, Canada corporation (the
"Company") and Frank J. and Catherine A. Fradella (the
"Optionees").
R E C I T A L S
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WHEREAS, the Company currently owns 8,800,000 shares of the
Common Stock, no par value, of EIF Holdings, Inc., a Hawaii
corporation ("the Option Shares"); and
WHEREAS, the Company desires to provide the Optionees with
an opportunity to acquire the Option Shares on the terms and
conditions contained herein;
A G R E E M E N T
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NOW, THEREFORE, in consideration of the premises, the mutual
covenants herein set forth and other good and valuable
consideration, the parties hereto hereby agree as follows:
1. Grant of Option. Subject to the terms of this
---------------
Agreement, the Company hereby grants to the Optionees the right
to purchase (the "Option") the Option Shares. Upon the execution
of this Agreement, the Company shall deliver to the Optionees a
proxy to vote all of the Option Shares substantially in the form
attached as Exhibit A. The Date of Grant of this Stock Option is
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December 22, 1997.
2. Expiration Date. The Option may be exercised by the
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Optionees at any time until 5 p.m. on the first anniversary of
the Date of Grant, after which time the Option shall be void.
3. Exercise Price. The exercise price (the "Exercise
--------------
Price") of the Option Shares shall be $0.65 per share, subject to
adjustment as provided in Section 6 hereof.
4. Manner of Exercise. The Option may be exercised in
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whole or in part by the Optionees jointly delivering written
notice to the Company setting forth the date of exercise thereof
(the "Exercise Date"), which shall be at least three (3) days
after giving such notice unless an earlier time shall have been
mutually agreed upon.
On the Exercise Date, Optionees shall deliver to the Company
consideration with a value equal to the aggregate Exercise Price
of the shares to be purchased, payable as follows: (a) cash,
certified check bank draft, or money order payable to the order
of the Company, or (b) any other form of payment which is
acceptable to the Company. Upon payment of all amounts due from
the Optionees, the Company shall cause certificates for the
Option Shares then being purchased to be delivered to such
Optionees at their principal business offices promptly after the
Exercise Date.
The obligation of the Company to deliver shares shall,
however, be subject to the conditions that if at any time the
Company shall determine in its discretion that the listing,
registration, or qualification of the Option or the Option Shares
upon any securities exchange or inter-dealer quotation system or
under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the Option or the issuance
or purchase of shares thereunder, the Option may not be exercised
in whole or in part unless such listing, registration,
qualification, consent, or approval shall have been effected or
obtained free of any conditions not acceptable to the Company.
5. Rights as Stockholder. Other than the voting rights
---------------------
granted pursuant to the proxy delivered by the Company, as
required by Section 1 hereof, the Optionees will have no rights
as stockholders with respect to any shares covered by the Option
until the issuance of a certificate or certificates to the
Optionees for the shares.
6. Adjustment of Number of Shares and Related Matters.
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STOCK SPLIT, COMBINATION, RECLASSIFICATION, ETC. In case EIF
shall at any time after the date of this Agreement (i) subdivide
the outstanding Common Stock into a larger number of shares, (ii)
combine the outstanding Common Stock into a smaller number of
shares, or (iii) issue any shares of its capital stock in
connection with a reclassification of the Common Stock (including
any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), the
Exercise Price in effect at the time of the record date for such
dividend or the effective date of such subdivision, combination
or reclassification, or the number and kind of securities
issuable on such date shall be proportionately adjusted so that
the Optionees shall be entitled, at no additional expense, to
receive the aggregate number and kind of securities which, if the
option had been exercised immediately prior to such date, the
Optionees would have owned upon such exercise and been entitled
to receive by virtue of such dividend, subdivision, combination
or reclassification. Such adjustment shall be made successively
whenever any event listed above shall occur.
7. Optionees' Representations. Notwithstanding all of the
--------------------------
provisions hereof, the Optionees hereby agree that they will not
exercise the Option granted hereby, and that the Company will not
be obligated to issue any shares to the Optionees hereunder, if
the exercise thereof or the issuance of such shares shall
constitute a violation by the Optionees or the Company of any
provision of any law or regulation of any governmental authority.
Any determination in this connection by the Company shall be
final, binding and conclusive. The obligations of the Company
and the rights of the Optionees are subject to all applicable
laws, rules, and regulations.
8. Investment Representation. Unless the Common Stock is
-------------------------
issued to it in a transaction registered under applicable federal
and state securities laws, by his or her execution hereof, the
Optionees represent and warrant to the Company that all Common
Stock that may be purchased hereunder will be acquired by the
Optionees for investment purposes for their own account and not
with any intent for resale or distribution in violation of
federal or state securities laws.
9. Law Governing. This Agreement shall be governed by,
-------------
construed and enforced in accordance with the laws of the state
of Texas (excluding any conflicts of law rule or principle of
Texas law that might refer to governance, construction, or
interpretation of this agreement to the laws of another state).
10. Legal Construction. In the event that any one or more
------------------
of the terms, provisions, or agreements that are contained in
this Agreement shall be held by a Court of competent jurisdiction
to be invalid, illegal, or unenforceable in any respect for any
reason, the invalid, illegal, or unenforceable term, provision,
or agreement shall not affect any other term, provision, or
agreement that is contained in this Agreement and this Agreement
shall be construed in all respects as if the invalid, illegal, or
unenforceable term, provision, or agreement had never been
contained herein.
11. Covenants and Agreements as Independent Agreements.
--------------------------------------------------
Each of the covenants and agreements that is set forth in this
Agreement shall be construed as a covenant and agreement
independent of any other provision of this Agreement. The
existence of any claim or cause of action of the Optionees
against the Company, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by
the Company of the covenants and agreements that are set forth in
this Agreement.
12. Entire Agreement. This Agreement supersedes any and
----------------
all other prior understandings and agreements, either oral or in
writing, between the parties with respect to the subject matter
hereof and constitute the sole and only agreements between the
parties with respect to the said subject matter. All prior
negotiations and agreements between the parties with respect to
the subject matter hereof are merged into this Agreement. Each
party to this Agreement acknowledges that no representations,
inducements, promises, or agreements, orally or otherwise, have
been made by any party or by anyone acting on behalf of any
party, which are not embodied in this Agreement and that any
agreement, statement or promise that is not contained in this
Agreement shall not be valid or binding or of any force or
effect.
13. Parties Bound. The terms, provisions, representations,
-------------
warranties, covenants, and agreements that are contained in this
Agreement shall apply to, be binding upon, and inure to the
benefit of the parties and their permitted successors and
assigns.
14. Modification. No change or modification of this
------------
Agreement shall be valid or binding upon the parties unless the
change or modification is in writing and signed by the parties.
15. Headings. The headings that are used in this Agreement
--------
are used for reference and convenience purposes only and do not
constitute substantive matters to be considered in construing the
terms and provisions of this Agreement.
16. Notice. Any notice required or permitted to be
------
delivered hereunder shall be deemed to be delivered only when
actually received by the Company or by the Optionees, as the case
may be, at the addresses set forth below, or at such other
addresses as they have theretofore specified by written notice
delivered in accordance herewith:
(a) Notice to the Company shall be addressed and
delivered as follows:
American Eco Corporation
11011 Jones Road
Houston, Texas 77070
Attn: Michael E. McGinnis
(b) Notice to the Optionees shall be addressed and
delivered as follows:
Frank J. and Catherine A. Fradella
c/o EIF Holdings, Inc.
616 FM 1960 West
Suite 630
Houston, Texas 77090
* * * * *
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its duly authorized officer, and the Optionees, to
evidence their consent and approval of all the terms hereof, have
duly executed this Agreement, as of the date specified in Section
1 hereof.
AMERICAN ECO CORPORATION
By: /S/ Michael E. McGinnis
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Name: Michael E. McGinnis
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Title: President & CEO
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OPTIONEES
/s/ Frank J. Fradella /s/ Catherine A. Fradella
-------------------------- ------------------------------
Frank J. Fradella Catherine A. Fradella