-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NUJTbpqreaw8vlV27UDmq8DU9FHsCiTHCeWHnjQpmINv1QcSJ4BDGsJv+cytHUf0 ESdJ2xeaVGbaenVPtrfWhg== 0000950120-97-000161.txt : 19970604 0000950120-97-000161.hdr.sgml : 19970604 ACCESSION NUMBER: 0000950120-97-000161 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970603 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EIF HOLDINGS INC CENTRAL INDEX KEY: 0000855424 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 990273889 STATE OF INCORPORATION: HI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51045 FILM NUMBER: 97618495 BUSINESS ADDRESS: STREET 1: 727 S NINTH AVE CITY: CITY OF INDUSTRY STATE: CA ZIP: 91745 BUSINESS PHONE: 8183307221 MAIL ADDRESS: STREET 1: 727 SOUTH NINTH AVE CITY: CITY OF INDUSTRY STATE: CA ZIP: 91745 FORMER COMPANY: FORMER CONFORMED NAME: FUTURISTIC INNOVATIONS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ECO CORP CENTRAL INDEX KEY: 0000868076 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 000000000 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 415 YONGE ST STE 2002D CITY: TORONTO ONTARIO CAN STATE: A6 BUSINESS PHONE: 9044810187 MAIL ADDRESS: STREET 1: 11011 JONES ROAD CITY: HOUSTON STATE: TX ZIP: 77070 FORMER COMPANY: FORMER CONFORMED NAME: ECO CORP DATE OF NAME CHANGE: 19940406 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) EIF Holdings, Inc. ------------------------ (Name of Issuer) COMMON STOCK, NO PAR VALUE ---------------------------------- (Title of Class of Securities) 268524-10-5 ----------- (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) JUNE 30, 1996 -------------------------------------------------------- (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). SCHEDULE 13D ------------------------------ CUSIP NO. 268524-10-5 ------------------------------ ----- ---------------------------------------------------------- 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) [x] ----- ---------------------------------------------------------- 3 SEC USE ONLY ----- ---------------------------------------------------------- 4 SOURCE OF FUNDS* WC ----- ---------------------------------------------------------- 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 -------------------------------------------------------------------- NUMBER 7 SOLE VOTING POWER OF 8,600,000 ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- ---------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 8,600,000 REPORTING ---------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH -0- ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,600,000 ----- ---------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] ----- ---------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.9% ----- ---------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ----- ---------------------------------------------------------- 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 475 North Muller Street, Anaheim, California 92803. Pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, this Amendment No. 1 amends the Schedule 13D for an event of February 1, 1996 (the "Statement"), filed by American Eco 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 2. IDENTITY AND BACKGROUND. American Eco Corporation is organized under the laws of the Province of Ontario, Canada. American Eco's principal executive offices are located at 11011 Jones Road, Houston, Texas 77070. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. American Eco purchased 4,600,000 shares of Common Stock in open market transactions during June 1996 for an aggregate purchase price of $2,880,000 in cash from American Eco's working capital. ITEM 4. PURPOSE OF TRANSACTION. American Eco purchased the shares of Common Stock as part of its previously disclosed strategy of increasing its strategic investment in the Company and thereby further establishing a business presence on the West Coast of the United States. At the date of the filing of this report, American Eco controls the management of the Company. Two of the three directors currently sitting on the Company's Board of Directors are executive officers of American Eco. They are Michael E. McGinnis and David L. Norris. Mr. McGinnis is the Chairman, President and Chief Executive Officer and a director of American Eco. Mr. Norris was the President of the Company from August 1996 through March 1997, and also serves as the Senior Vice President and Chief Financial Officer of American Eco. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) On June 30, 1996, American Eco became the beneficial owner of 8,600,000 shares of the Common Stock which constituted 34.9% of the issued and outstanding shares of Common Stock at that date. The percentage of American Eco's beneficial ownership is based upon 24,663,201 shares of Common Stock then outstanding. American Eco had also entered into a Stock Purchase Agreement to purchase an additional 10,000,000 shares of Common Stock for $1,000,000, which purchase is conditioned upon the Company's shareholders approving an increase in the authorized Common Stock. No shareholders meeting has been called. -3- At the time of the transaction reported herein, Michael McGinnis held currently exercisable stock options to purchase 300,000 shares of Common Stock. American Eco disclaims beneficial ownership of the shares of Common Stock underlying stock options held by Mr. McGinnis. (b) American Eco possesses the sole power to vote and dispose of 8,800,000 shares of Common Stock. Should Mr. McGinnis exercise the stock options held by him, he would have the sole power to vote and dispose of any shares of Common Stock issued upon such exercise. (c) With respect to American Eco, none except as disclosed in Item 4. (d) None. (e) Not applicable. -4- 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: May 30, 1997 By: /s/ Michael E. McGinnis -------------------------- Michael E. McGinnis President and Chief Executive Officer -5- -----END PRIVACY-ENHANCED MESSAGE-----