EIF HOLDINGS INC
SC 13D, 1998-01-07
BLANK CHECKS
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                                    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      
                                ---------------------
                                    (CUSIP Number)

                                  Frank A. Fradella
                                c/o EIF Holdings, Inc.
                                    53 Stiles Road
                                      Suite 101
                              Salem, New Hampshire 03079
                                    (603)-890-3680
          ------------------------------------------------------------------  
             (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
                     -----------                     ---     ----

           ------------------------------------------------------------------
             1   NAME OF REPORTING PERSON
                 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                 Frank J. Fradella
           ------------------------------------------------------------------
             2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) [X]
                                                                      (b) [ ]
           ------------------------------------------------------------------
             3   SEC USE ONLY

           ------------------------------------------------------------------
             4   SOURCE OF FUNDS*

                 PF
           ------------------------------------------------------------------
             5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
                 PURSUANT TO ITEMS 2(d) or 2(E)                           [ ]

           ------------------------------------------------------------------
             6   CITIZENSHIP OR PLACE OF ORGANIZATION

                 United States
           ------------------------------------------------------------------
                          7   SOLE VOTING POWER
            NUMBER OF
                                   8,800,000 (subject to a purchase option) 
              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
           ------------------------------------------------------------------
            11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      8,880,000 (subject to a purchase option)
           ------------------------------------------------------------------
            12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
                 SHARES*                                                  [ ]
           ------------------------------------------------------------------
            13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                      35.65%
           ------------------------------------------------------------------
            14   TYPE OF REPORTING PERSON*

                      IN
           ------------------------------------------------------------------

                        *SEE INSTRUCTIONS BEFORE FILLING OUT!

     <PAGE>

                                     SCHEDULE 13D


           CUSIP No. 268524-10-5                Page  3  of   12  Pages
                     -----------                     ---      ---

           -------------------------------------------------------------------
             1   NAME OF REPORTING PERSON
                 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                 Catherine A.Fradella
           -------------------------------------------------------------------
             2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) [X]
                                                                      (b) [ ]
           -------------------------------------------------------------------
             3   SEC USE ONLY

           -------------------------------------------------------------------
             4   SOURCE OF FUNDS*

                 PF
           -------------------------------------------------------------------
             5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
                 PURSUANT TO ITEMS 2(d) or 2(E)                           [ ]

           -------------------------------------------------------------------
             6   CITIZENSHIP OR PLACE OF ORGANIZATION

                 United States
           -------------------------------------------------------------------
                          7   SOLE VOTING POWER
            NUMBER OF
                                   8,800,000 (subject to a purchase option)
                        ------------------------------------------------------
              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
           ------------------------------------------------------------------
            11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      8,880,000 (subject to a purchase option)
           ------------------------------------------------------------------
            12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
                 SHARES*                                                  [ ]

           ------------------------------------------------------------------
            13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                      35.65%
           ------------------------------------------------------------------
            14   TYPE OF REPORTING PERSON*

                      IN
           ------------------------------------------------------------------
                        *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
                                        ----------------------------
                                        FRANK J. FRADELLA



                                        /s/ Catherine A. Fradella  
                                        -----------------------------
                                        CATHERINE A. FRADELLA





                                      -6-
     <PAGE>


                                EXHIBIT INDEX


          Exhibit          Description
          -------          -----------

             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
                                    --------------------------------------
                                        FRANK J. FRADELLA


                                   /s/ Catherine A. Fradella
                                   ---------------------------------------
                                        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
                              -------------------------------------------
                              CATHERINE A. FRADELLA



                                      


                                                           Exhibit 3


                               AMERICAN ECO CORPORATION
                               ------------------------

                                STOCK OPTION AGREEMENT
                                ----------------------


               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
                                   ---------------

               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
                                  -----------------

               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
                      ---------
          December 22, 1997.

               2.   Expiration Date.  The Option may be exercised by the
                    ---------------
          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
                    ------------------
          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.
                    --------------------------------------------------
          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
             ---------------------------
          Name: Michael E. McGinnis
                ------------------------
          Title: President & CEO
                 -----------------------



          OPTIONEES


          /s/ Frank J. Fradella              /s/ Catherine A. Fradella
          --------------------------         ------------------------------
          Frank J. Fradella                  Catherine A. Fradella



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