SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
June 17, 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 203,113
8) Shared Voting Power 815,131
9) Sole Dispositive Power 203,113
10) Shared Dispositive Voting Power 815,131
11) Aggregate Amount Beneficially Owned by each
Reporting Person 815,131
12) Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions)
[__]
13) Percent of Class Represented by Amount in Row 11:
5.51%
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 486,008
8) Shared Voting 815,131
9) Sole Dispositive Power 486,008
10) Shared Dispositive Voting Power 815,131
11) Aggregate Amount Beneficially Owned by each
Reporting Person 815,131
12) Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions)
[__]
13) Percent of Class Represented by Amount in Row 11:
5.51%
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 49,843
8) Shared Voting 815,131
9) Sole Dispositive Power 49,843
10) Shared Dispositive Voting Power 815,131
11) Aggregate Amount Beneficially Owned by each
Reporting Person 815,131
12) Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions)
[__]
13) Percent of Class Represented by Amount in Row 11:
5.51%
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 76,167
8) Shared Voting 815,131
9) Sole Dispositive Power 76,167
10)Shared Dispositive Voting Power 815,131
11) Aggregate Amount Beneficially Owned by each
Reporting Person 815,131
12) Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions)
[__]
13) Percent of Class Represented by Amount in Row 11:
5.51%
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 amends the Group's Statement on Schedule 13D (the
"Statement") filed on March 3, 1997 in connection with the
Group's ownership of shares of Common Stock, no par value
per share (the "Common Stock"), of American ECO
Corporation (the "Company"):
Item 5 of the Statement, "Interest in Securities of the
Issuer," is hereby amended by adding the following statements:
(a) and (b) The aggregate number of shares of
Common Stock owned beneficially by members of the Group
as of the close of business on June 20, 1997 was 815,131 , or
approximately 5.51% of the shares of Common Stock
outstanding. This percentage is based upon 14,787,246 shares
of Common Stock reported to be outstanding, as of May 2,
1997, as reported in the Company's Form 10-K for its fiscal
year ended November 30, 1996, and $6.58 per share as the
lowest conversion price for the conversions set forth herein.
The ownership among the members the Group has been
allocated as follows:
Number of Percentage Ownership
Shares Directly of
Owned Outstanding Shares
PBCF 203,113 1.37 %
PSEF 486,008 3.28 %
Gary D. Halbert 49,843 0.34 %
CAI 76,167 0.52 %
Total 815,131 5.51%
(c) On May 21, 1997, PSEF converted $300,000 of its
9.5% Cumulative Convertible Debentures (the "Debentures")
into shares of Common Stock of the Company. On June 17,
1997, PSEF converted $1.2 million of its Debentures into
shares of Common Stock of the Company. On June 19, 1997,
PSEF converted $700,000 of its Debentures into shares of
Common Stock of the Company. Such shares were subject to
the following brokered transactions on the Toronto Stock
Exchange:
Date No. of Shares Price Transaction
5/21/97 45,000 $7.4375 sold short
5/30/97 15,000 7.24 sold
6/9/97 500 6.80 sold
6/10/97 4,000 6.8125 bought
6/10/97 800 6.83 sold
6/10/97 3,000 6.83 sold
6/11/97 5,000 6.6875 bought
6/11/97 8,400 6.695 sold
6/12/97 1,000 6.4375 bought
6/12/97 8,000 6.71875 bought
6/12/97 519 6.42 sold
6/16/97 9,000 6.54 sold
6/16/97 5,997 6.51 sold
6/16/97 5,000 6.49 sold
6/17/97 155,000 6.875 sold short
6/17/97 32,000 7.0625 sold short
6/18/97 10,000 7.50 sold short
6/19/97 58,000 7.87 sold
6/19/97 25,000 7.875 sold
6/20/97 139,200 7.62 sold
On June 19, 1997, PSEF converted $1.8 million of its
Debentures into shares of Common Stock of the Company. On
June 18, 1997, Gary D. Halbert converted $200,000 of his
Debentures into shares of Common Stock of the Company. On
June 17, 1997, C. Anderson, Inc. ("CAI") converted $300,000
of its Debentures into shares of Common Stock of the
Company.
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: June 17, 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
Exhibit 1
Joint Filing Agreement
The undersigned hereby agree that this statement is filed
on behalf of each of them.
Dated: June 17, 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
