UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
U S INDUSTRIAL SERVICES, INC.
-----------------------------
(NAME OF ISSUER)
COMMON STOCK, $.01 PAR VALUE
----------------------------
(Title of Class of Securities)
90332T 10 6
---------------------
(CUSIP Number)
Michael E. McGinnis
President and Chief Executive Officer
American Eco Corporation
11011 Jones Road
Houston, Texas 77070
(281) 774-7000
-----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JULY 14, 1998
-------------------------------------------------------
(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
CUSIP NO. 90332T 10 6
------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Eco Corporation
EIN: 52-1742490
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
7 SOLE VOTING POWER
NUMBER OF
1,000,000
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 1,880,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,880,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.2%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The securities covered by this Schedule 13D are shares of
common stock, $.01 par value (the "Common Stock"), of U S
Industrial Services, Inc., a Delaware corporation (the
"Company"). The Company's principal executive offices are
located at 54 Stiles Road, Salem, New Hampshire 03079.
Effective June 22, 1998, EIF Holdings, Inc., a Hawaii
corporation ("EIF"), completed a recapitalization and
reincorporation (collectively, the "Reincorporation"), whereby
the surviving company (or successor registrant) is the Company.
One stage of the Reincorporation was a one-for-ten reverse stock
split (the "Reverse Stock Split"), which reduced the number of
outstanding shares of EIF common stock, no par value ("EIF Common
Stock"), immediately prior to the Reincorporation. All share
information in this Report has been adjusted for the Reverse
Stock Split.
Pursuant to Rule 13d-2 under the Securities Exchange Act of
1934, this Amendment No. 4 amends the Schedule 13D for an event
of February 1, 1996, as amended by Amendment No. 1 for an event
of June 30, 1996, by Amendment No. 2 for an event of November 7,
1996 and by Amendment No. 3 for an event of December 22, 1997
(the "Statement"), filed by American Eco Corporation, an Ontario
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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a Stock Purchase Agreement, dated February 2,
1996, between EIF and American Eco (the "Stock Purchase
Agreement"), American Eco purchased an additional 1,000,000
shares (as adjusted by the Reverse Stock Split) (the "Shares") of
the Company's Common Stock for $1,000,000 on July 14, 1998. The
closing of the Stock Purchase Agreement was dependent upon EIF's
shareholders approving the Reverse Stock Split and the
Reincorporation in order that EIF had sufficient number of
authorized shares of Common Stock to effect the issuance of the
Shares.
As of July 14, 1998, American Eco held certain promissory
notes (the "Notes") of US Industrial consisting of outstanding
principal and interest in the aggregate amount of $17,900,000.
The aggregate principal amount of the Notes had been reduced by
$1,000,000 representing the purchase price for the Shares.
ITEM 4. PURPOSE OF TRANSACTION.
Over the past several months American Eco has continued to
reevaluate its interest in the Company and has considered
different strategies for discontinuing or limiting its
involvement with the Company, especially the amount of the
Company's indebtedness held by it. The purchase of the 1,000,000
shares was required under the February 1996 Stock Purchase
Agreement. As part of this strategy of discontinuing or limiting
involvement with the Company, American Eco entered into an
agreement in principle with USIS Acquisition LLC, a Delaware
limited liability company ("USIS"), pursuant to which American
Eco is to sell the balance of the Notes to USIS for $5,000,000 in
cash and for a secured promissory note in the principal amount of
$12,900,000 (the "Promissory Note") from USIS, payable on January
29, 1999. The sale of the Notes will enable American Eco to
eliminate its debt interest in the Company and to substantially
reduce its total overall investment in the Company.
American Eco will also consider disposing of all of its
present equity interests in the Company, however, no assurance
can be given that such a transaction may occur. The Company's
decision as to whether to dispose of its equity interests will
depend upon several factors, including whether Mr. Fradella has
exercised the option he holds for the purchase of 880,000 shares
through December 22, 1998, the prospects of the Company, other
activities then engaged in by American Eco, general market and
economic conditions, and other factors then deemed relevant. As
of July 21, 1998, Mr. Fradella became President, Chief Operating
Officer and a director of American Eco.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of July 20, 1998, American Eco was the beneficial
owner of 1,880,000 shares of the Common Stock, which constituted
54.2% of the issued and outstanding shares of Common Stock at
that date. The percentage of American Eco's beneficial ownership
is based on 3,468,120 shares of Common Stock which are estimated
to be outstanding.
(b) American Eco possesses the sole power to dispose of
1,880,000 shares of Common Stock (subject to the Option), and the
power to vote 1,000,000 shares as the Option grants Mr. Fradella
the right to vote the 880,000 underlying shares.
(c) None except as disclosed in Item 3.
(d) None.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
6. Press Release dated July 15, 1998.
<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: July 21, 1998 By: /s/ Michael E. McGinnis
--------------------------
Michael E. McGinnis
Chairman, President and Chief
Executive Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
6 Press Release dated July 15, 1998
Exhibit 6
AMERICAN
ECO CORPORATION
NEWS RELEASE
AMERICAN ECO TO SELL PARTIAL INTEREST IN USIS
- COMPANY TO SELL NOTES AND RETAIN ONE MILLION USIS COMMON SHARES -
HOUSTON, July 15, 1998 - The Board of Directors of AMERICAN ECO
CORPORATION (NASDAQ: ECGOF, TSE: ECX), following a meeting held
yesterday, announced that it has signed an agreement in principal
to sell the Notes it holds in U.S. Industrial Services Inc.
(USIS) at face value of US$17.2 million, US$5 million to be paid
on closing with the balance to be paid in cash on January 29,
1999. The sale to an investment group headed by Albert V. Furman
III, the Director and Chairman of the Investment Committee of
Texas Heritage Bancorp., is expected to close on or before July
30, 1998.
In addition, as part of the above transaction, American Eco
intends to exercise its option to convert the remaining US$1.0
million of the Note and accrued interest that American Eco holds
in USIS into 1.0 million common shares of USIS.
USIS (NASDAQ: USIS) is the new name of EIF Holdings, Inc. after a
1-for-10 share consolidation. American Eco originally held the
Notes in EIF Holdings, Inc. since February 1996. USIS, with
annualized revenues at appropriately US$65.0 million, has
achieved a significant profit turnaround over the past 12 months.
AMERICAN ECO is a leading North American provider of single-
source industrial support and specialty fabrication services in
the energy, pulp & paper, and power generating industries.
Except for the historical information in this press release, the
press release includes forward looking statements that involve
risks and uncertainties including, but not limited to quarterly
fluctuations in results, the management of growth, competition
and other risks detailed in the Company's Securities and Exchange
Commission filings. Actual results may differ materially from
such information set forth herein.
###
For additional information, contact
Bruce Tobecksen Cindy Jackson Sylvia Dresner
Senior Vice President Director of Investor Senior Vice
& CFO Relations President, VMW Inc.
Houston, Texas Houston, Texas New York, New York
(888) 774-3246 (888) 774-8246 (212) 605-3140
www.americaneco.com [email protected] [email protected]
