SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __ )*
American ECO Corporation
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
(CUSIP Number)
Gary D. Halbert, President
ProFutures Fund Management, Inc.
1310 Highway 620 South -- Suite 200, Austin, Texas 78734
(512) 263-3800
Name, Address and Telephone Number of Person
(Authorized to Receive Notices and Communications)
March 3, 1997
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition of 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 [__].
Note: Six copies of this statement, including all Exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided
in a prior cover page.
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 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. ___________________
1) Name of Reporting Person
SS or IRS Identification No. of Above Person
ProFutures Bridge Capital Fund, L.P.
74-2786949
2) Check the Appropriate Box if a Member of a Group
(a) [X ]
(b) [__]
3) SEC Use Only
4) Source of Funds (See Instructions) WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[__]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Reporting Person:
7) Sole Voting Power 172,360
8) Shared Voting Power 1,141,883
9) Sole Dispositive Power 172,360
10) Shared Dispositive Voting Power 1,141,883
11) Aggregate Amount Beneficially Owned by each
Reporting Person 1,141,883
12) Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions)
[__]
13) Percent of Class Represented by Amount in Row 11:
9.24%
14) Type of Reporting Person
PN
- ---------- Schedule 13D (cont'd.)-------
CUSIP No. ___________________
1) Name of Reporting Person
SS or IRS Identification No. of Above Person
ProFutures Special Equities Fund, L.P.
74-2786952
2) Check the Appropriate Box if a Member of a Group
(a) [X ]
(b) [__]
3) SEC Use Only
4) Source of Funds (See Instructions) WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items2(d) or 2(e)
[__]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Reporting Person:
7) Sole Voting Power 861,798
8) Shared Voting 1,141,883
9) Sole Dispositive Power 861,798
10) Shared Dispositive Voting Power 1,141,883
11) Aggregate Amount Beneficially Owned by each
Reporting Person 1,141,883
12) Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions)
[__]
13) Percent of Class Represented by Amount in Row 11:
9.24%
14) Type of Reporting Person
PN
- ------------------ Schedule 13D (cont'd.)------------
CUSIP No. ___________________
1) Name of Reporting Person
SS or IRS Identification No. of Above Person
Gary D. Halbert
2) Check the Appropriate Box if a Member of a Group
(a) [X ]
(b) [__]
3) SEC Use Only
4) Source of Funds (See Instructions) PF
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[__]
6) Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Reporting Person:
7) Sole Voting Power 43,090
8) Shared Voting 1,141,883
9) Sole Dispositive Power 43,090
10) Shared Dispositive Voting Power 1,141,883
11) Aggregate Amount Beneficially Owned by each
Reporting Person 1,141,883
12) Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions)
[__]
13) Percent of Class Represented by Amount in Row 11:
9.24%
14) Type of Reporting Person
IN
- ----------------- Schedule 13D (cont'd.)-----------------
CUSIP No. ___________________
1) Name of Reporting Person
SS or IRS Identification No. of Above Person
C. Anderson, Inc.
42-1381664
2) Check the Appropriate Box if a Member of a Group
(a) [X ]
(b) [__]
3) SEC Use Only
4) Source of Funds (See Instructions) WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[__]
6) Citizenship or Place of Organization
Iowa
Number of Shares Beneficially Owned by Reporting Person:
7) Sole Voting Power 64,635
8) Shared Voting 1,141,883
9) Sole Dispositive Power 64,635
10)Shared Dispositive Voting Power 1,141,883
11) Aggregate Amount Beneficially Owned by each
Reporting Person 1,141,883
12) Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions)
[__]
13) Percent of Class Represented by Amount in Row 11:
9.24%
14) Type of Reporting Person
CO
- --------------- Schedule 13D (cont'd.) ----------------
AMERICAN ECO CORPORATION
The Group, consisting of ProFutures Bridge Capital
Fund, L.P. ("PBCF") and ProFutures Special Equities Fund,
L.P. ("PSEF"), Gary D. Halbert and C. Anderson, Inc. ("CAI")
hereby submits the following Statement on Schedule 13D (the
"Statement"):
Item 1. Security and Issuer.
This Statement relates to the common stock, no par
value per share (the "Common Stock"), of American ECO
Corporation., an Ontario corporation (the "Company"), whose
principal executive offices are located at 1101 Jones Road,
Houston, Texas 77070.
Item 2. Identity and Background.
A. Persons Filing this Statement.
(1) Name: ProFutures Bridge Capital Fund, L.P.
State of Organization: Delaware
Principal Business: Investments in securities
Address of Principal Business and Office:
5350 S. Roslyn St., Suite 350
Englewood, CO 80111
Criminal and Civil Proceedings: None
(2) Name: ProFutures Special Equities Fund, L.P.
State of Organization: Delaware
Principal Business: Investment in securities
Address of Principal Business and Office:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734
Criminal and Civil Proceedings: None
(3) Name: Gary D. Halbert
Citizenship: USA
Principal Business: Investment Management
Address of Principal Business and Office:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734
Criminal and Civil Proceedings: None
(4) Name: C. Anderson, Inc.
State of Organization: Iowa
Principal Business: Construction
Address of Principal Business and Office:
RR1 - Box 192A
Lamoni, Iowa 50140
Criminal and Civil Proceedings: None
B. General Partners of PBCF.
(1) Name: ProFutures Fund Management, Inc.
State of Organization: Texas
Principal Business: A General Partner of PBCF
and PSEF
Address of Principal Business and Office:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734
Criminal and Civil Proceedings: None
(2) Name: Bridge Capital Partners, Inc.
State of Organization: Colorado
Principal Business: A General Partner of PBCF
Address of Principal Business and Office:
5350 S. Roslyn St., Suite 350
Englewood, CO 80111
Criminal and Civil Proceedings: None
C. General Partners of PSEF.
(1) Name: ProFutures Fund Management, Inc.
State of Organization: Texas
Principal Business: A General Partner of PBCF
and PSEF
Address of Principal Business and Office:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734
Criminal and Civil Proceedings: None
(2) Name: Golden Eye Asset Management, Inc.
State of Organization: Texas
Principal Business: A General Partner of PSEF
Address of Principal Business and Office:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734
Criminal and Civil Proceedings: None
D. Officers, Directors and Control Persons of
ProFutures Fund Management, Inc.
(1) (a) Name: Gary D. Halbert, President,
Director and controlling shareholder
(b) Business Address:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734
(c) Present Principal Occupation:
President, Director and shareholder of
ProFutures, Inc. and affiliates.
(d) & (e) Criminal and Civil Proceedings:
None
(f) Citizenship: USA
(2) (a) Name: Debi B. Halbert, Chief Financial
Officer and Treasurer
(b) Business Address:
1310 Highway 620 South -- Suite 200,
Austin, Texas 78734
(c) Present Principal Occupation:
Chief Financial Officer and Treasurer,
Director and shareholder of ProFutures,
Inc. and affiliates.
(d) & (e) Criminal and Civil Proceedings:
None
(f) Citizenship: USA
(3) (a) Name: John F. Mauldin, Vice President
(b) Business Address: The Ballpark in
Arlington-- Suite 216, Arlington, Texas
76011
(c) Present Principal Occupation: President,
Director and shareholder of
Communications Management, Inc. and
affiliates.
(d) & (e) Criminal and Civil Proceedings:
None
(f) Citizenship: USA
E. Officers, Directors and Control Persons of
Bridge Capital Partners, Inc.
(1) (a) Name: James H. Perry, President,
Director and sole shareholder
(b) Business Address:
5350 S. Roslyn St., Suite 350
Englewood, CO 80111
(c) Present Principal Occupation:
President, Director and sole shareholder
of Bridge Capital Partners, Inc. and a
principal of Perry, Nestman & Doshier,
L.L.C.
(d) & (e) Criminal and Civil Proceedings:
None
(f) Citizenship: USA
F. Officers, Directors and Control Persons of
Golden Eye Asset Management, Inc.
(1) (a) Name: Marte W. Anderson, President,
Director and sole shareholder
(b) Business Address: 1310 Highway 620
South -- Suite 200, Austin, Texas
78734.
(c) Present Principal Occupation:
President, Director and sole shareholder
of Golden Eye Asset Management, Inc.
(d) & (e) Criminal and Civil Proceedings:
None
(f) Citizenship: USA
(2) (a) Name: Carnie W. Anderson, Vice
President
(b) Business Address: RR1 - Box 192A,
Lamoni, Iowa 50140
(c) Present Principal Occupation: President,
Director and shareholder of Anderson
Supply Co., Inc. and Golden
Investments, Inc.
(d) & (e) Criminal and Civil Proceedings:
None
(f) Citizenship: USA
F. Officers, Directors and Control Persons of C.
Anderson, Inc.
(1) (a) Name: Corbe G. Anderson, President,
Director and controlling shareholder
(b) Business Address: RR1 - Box 192A,
Lamoni, Iowa 50140
(c) Present Principal Occupation: President
of C. Anderson, Inc.
(d) & (e) Criminal and Civil Proceedings:
None
(f) Citizenship: USA
(2) (a) Name: Marte W. Anderson, Vice
President
(b) Business Address: 1310 Highway 620
South -- Suite 200, Austin, Texas
78734.
(c) Present Principal Occupation:
President, Director and sole shareholder
of Golden Eye Asset Management, Inc.
(d) & (e) Criminal and Civil Proceedings:
None
(f) Citizenship: USA
(3) (a) Name: Carnie Anderson, Vice President
and Director
(b) Business Address: RR1 - Box 192A,
Lamoni, Iowa 50140
(c) Present Principal Occupation: President,
Director and shareholder of Anderson
Supply Co., Inc. and Golden
Investments, Inc.
(d) & (e) Criminal and Civil Proceedings:
None
(f) Citizenship: USA
(4) (a) Name: Joyce M. Anderson, Secretary-
Treasurer
(b) Business Address: RR1 - Box 192A,
Lamoni, Iowa 50140
(c) Present Principal Occupation:
Secretary-Treasurer of C. Anderson, Inc.
(d) & (e) Criminal and Civil Proceedings:
None
(f) Citizenship: USA
Item 3. Source and Amount of Funds or Other
Consideration.
On January 24, 1997, part of the Group purchased
directly from the Company in a private transaction (the "First
Company Financing"): (a) 9.5% Cumulative Convertible
Debentures (the "Debentures" or individually, a "Debenture");
and (b) Warrants, all of which were convertible into shares of
Common Stock of the Company, for an aggregate purchase
price of $2,500,000 (including brokerage commissions). PSEF
purchased a Debenture, and Warrant for the purchase of
165,000 shares of Common Stock, for a purchase price of
$2,200,000. CAI purchased a Debenture, and Warrant for the
purchase of 22,500 shares of Common Stock, for a purchase
price of $300,000. Again, on March 3, 1997, part of the Group
purchased directly from the Company in a private transaction
(the "Second Company Financing"): (a) Debentures; and (b)
Warrants for an aggregate purchase price of $2,000,000
(including brokerage commissions). PSEF purchased a
Debenture, and Warrant for the purchase of 135,000 shares of
Common Stock, for a purchase price of $1,800,000. PBCF
purchased a Debenture, and Warrant for the purchase of 60,000
shares of Common Stock, for a purchase price of $800,000.
Gary D. Halbert purchased a Debenture, and Warrant for the
purchase of 15,000 shares of Common Stock, for a purchase
price of $200,000. The Debentures may be converted into
common shares at any time at a price equal to 85% of weighted
average closing prices on NASDAQ for the five trading days
preceding the date of conversion; however, the conversion price
set forth in Debentures purchased in the Second Company
Financing is subject to a minimum conversion price of $6.30,
subject to the removal of such minimum conversion price upon
approval by the Company's shareholders and the agreement of
the Company to redeem (only at the request of the holders) the
Debentures at 115% of the par value thereof plus accrued
interest if such approval is not obtained. The Warrants in the
First Company Financing are convertible at any time for up to
five years at $9.47 per share. The Warrants in the Second
Company Financing are convertible at any time for up to five
years at $9.21 per share.
The shares of Common Stock beneficially owned by
PBCF, PSEF and CAI, respectively, were purchased with the
working capital of such entities. The shares of Common Stock
beneficially owned by Gary D. Halbert were purchased with
personal funds.
Item 4. Purpose of the Transaction.
The securities of the Company were acquired for
investment purposes only.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of Common Stock
owned beneficially by members of the Group as of the close of
business on March 3, 1997 was 1,141,883, or approximately
9.24% of the shares of Common Stock outstanding. The
ownership among the members the Group has been allocated as
follows:
Number of Percentage
Ownership
Shares Directly of
Owned Outstanding
Shares*
PBCF 172,360 1.39 %
PSEF 861,798 6.97 %
Gary D. Halbert 43,090 0.35%
CAI 64,635 0.53%
Total 1,141,883 9.24%
(b) By virtue of their positions as general partners of
PBCF, ProFutures Fund Management, Inc. and Bridge Capital
Partners, Inc. may be deemed to share the power to vote and
dispose of the shares of Common Stock owned by PBCF and
thus may, for some purposes, be deemed to own beneficially
such shares. ProFutures Fund Management, Inc. and Bridge
Capital Partners, Inc. each disclaim beneficial ownership of
such shares.
By virtue of their positions as general partners of PSEF,
ProFutures Fund Management, Inc. and Golden Eye Asset
Management, Inc. may be deemed to share the power to vote
and dispose of the shares of Common Stock owned by PSEF
and thus may, for some purposes, be deemed to own
beneficially such shares. ProFutures Fund Management, Inc.
and Golden Eye Asset Management, Inc. each disclaim
beneficial ownership of such shares.
(c) Other than the transactions described above, no
transactions in the Common Stock of the Company were
effected by the persons named in response to paragraphs (a) and
(b) above during the past sixty (60) days.
(d) Except as indicated in this Item 5, neither of the
members of the Group nor, to the best knowledge of the
members of the Group (with respect to each of their respective
general partners, and the executive officers, directors and
controlling persons of such general partners), any of the persons
referred to in Item 2 hereof, owns beneficially or has a right to
acquire beneficial ownership of any shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships with respect to the securities of the issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit 1, the Joint Filing Agreement, is attached
hereto.
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certify that the
information set forth in this Statement is true, complete and
correct, and the undersigned agree that this statement shall be
filed on behalf of each of them.
Dated: March 3, 1997
PROFUTURES BRIDGE CAPITAL FUND, L.P.
By: ProFutures Fund Management, Inc., a General Partner
By: /s/ Gary D. Halbert
Gary D. Halbert, President
PROFUTURES SPECIAL EQUITIES FUND, L.P.
By: ProFutures Fund Management, Inc., a General Partner
By: /s/ Gary D. Halbert
Gary D. Halbert, President
/s/ Gary D. Halbert
Gary D. Halbert
C. ANDERSON, INC.
By: /s/ Marte W. Anderson
Marte W. Anderson, Vice President
Each of such Reporting Persons certifies only the information stated herein
regarding such Reporting Person.
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement
<PAGE>
Exhibit 1
Joint Filing Agreement
The undersigned hereby agree that this statement is filed
on behalf of each of them.
Dated: March 3, 1997
PROFUTURES BRIDGE CAPITAL FUND, L.P.
By: ProFutures Fund Management, Inc., a General Partner
By: /s/ Gary D. Halbert
Gary D. Halbert, President
PROFUTURES SPECIAL EQUITIES FUND, L.P.
By: ProFutures Fund Management, Inc., a General Partner
By: /s/ Gary D. Halbert
Gary D. Halbert, President
/s/ Gary D. Halbert
Gary D. Halbert
C. ANDERSON, INC.
By: /s/ Marte W. Anderson
Marte W. Anderson, Vice President
