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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
MAY 31, 1995
(Date of earliest event reported)
INTERNATIONAL AMERICAN HOMES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-13800 22-2472608
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
6001 MONTROSE ROAD, ROCKVILLE, MARYLAND 20852
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 231-8745
NOT APPLICABLE
(Former name or former address, if changed since last report)
Exhibit index appears on page 5
Total number of pages: 10
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ITEM 5. OTHER EVENTS
On May 31, 1995, International American Homes, Inc. (the "Company")
effected a reverse split of the Company's outstanding common stock, par
value $.01 per share (the "Common Stock"), pursuant to which each 10 shares
of outstanding Common Stock were automatically combined and changed into
one share of Common Stock. The reverse stock split was approved by a vote
of the Company's stockholders at the Annual Meeting of Stockholders which
was held on September 13, 1994.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed as part of this report:
1 - Certificate of Amendment of the Restated Certificate of Incorporation
of International American Homes, Inc.
2 - Press Release dated May 31, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Current Report to be signed on its
behalf by the undersigned thereunto duly authorized.
INTERNATIONAL AMERICAN HOMES, INC.
By: /S/ MICHAEL P. VILLA
----------------------------
Michael P. Villa
Vice President, Treasurer, and Chief Financial Officer
May 31, 1995
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EXHIBIT INDEX
Exhibit
Number Description Page
- - ------ ----------- -----
1 - Certificate of Amendment of the Restated
Certificate of Incorporation of International
American Homes, Inc .........................................6
2 - Press Release dated May 31, 1995 ............................9
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Exhibit Number 1
Certificate of Amendment
of the
Restated Certificate of Incorporation
of
International American Homes, Inc.
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CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
INTERNATIONAL AMERICAN HOMES, INC.
__________________________________________
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
__________________________________________
INTERNATIONAL AMERICAN HOMES, INC., a Delaware corporation, does
hereby certify as follows:
FIRST: The first paragraph of Paragraph 5 of the Corporation's
Restated Certificate of Incorporation is hereby amended to read in its
entirety as set forth below:
"The total number of shares of capital stock which the
Corporation shall have authority to issue is fourteen
million (14,000,000), of which ten million (10,000,000)
shall be shares of common stock with a par value of
$.01 per share (the "Common Stock"), and four million
(4,000,000) shall be shares of preferred stock with a
par value of $.01 per share (the "Preferred Stock").
Each share of Common Stock issued and outstanding or
issued and held in the treasury of the Corporation as
of the close of business on the date (the "Effective
Date") on which the amendment to the Restated
Certificate of Incorporation of the Corporation adding
this sentence shall become effective, is hereby
automatically and without further action reclassified,
converted, and changed into one-tenth (1/10th) of a
share of Common Stock, par value $.01 per share,
provided that no fractional shares shall be issued
pursuant to such reclassification, conversion, and
change. The Corporation shall pay to each stockholder
who would otherwise be entitled to a fractional share
as a result of such reclassification, conversion, and
change, the cash value of such fractional share based
on the average closing bid prices of the Common Stock
for a period of ten trading days
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immediately preceding the Effective Date, as
reported by the National Quotation Bureau.
Each certificate for Common Stock outstanding
or held in treasury on the Effective Date
shall thereupon and thereafter evidence the number of
shares of Common Stock, and/or the right to receive
cash into which such shares shall have been
reclassified, converted and changed, and may be
surrendered to the Corporation for cancellation in
exchange for new certificates representing such number
of shares and/or such cash."
SECOND: The foregoing amendments were duly adopted in accordance
with Section 242 of the General Corporation Law of the State of Delaware.
THIRD: This Certificate shall not become effective until 6:00
p.m. Delaware time on May 31, 1995.
IN WITNESS WHEREOF, the undersigned has caused this Certificate
to be duly executed in its corporate name this 22nd day of May, 1995.
INTERNATIONAL AMERICAN HOMES, INC.
By: /S/ MICHAEL P. VILLA
----------------------
Michael P. Villa
Vice President, Treasurer, and Chief Financial Officer
ATTEST:
By: /S/ PAMELA A. PEREZ
Pamela A. Perez
Vice President and Assistant Secretary
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Exhibit Number 2
Press Release dated May 31, 1995
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PRESS RELEASE
For Immediate Release
INTERNATIONAL AMERICAN HOMES, INC.
ANNOUNCES REVERSE STOCK SPLIT
ROCKVILLE, MARYLAND -- MAY 31, 1995 -- International American Homes,
Inc. (OTC:IAHM) today announced that it has effected a 1-for-10 reverse
split of its common stock, $.01 par value.
Robert J. Suarez, Chairman of the Board and President, announced that
the reverse stock split would be effective at 6:00 p.m. Eastern Standard
Time on May 31, 1995, and as a result the number of shares of the Company's
common stock outstanding would decrease from 27,243,948 to 2,724,395. The
reverse stock split was approved by the Company's stockholders at the
Annual Meeting of Stockholders which was held on September 13, 1994.
The Company currently offers homes for sale in residential communities
located in Metropolitan Washington, D.C. and in Greater Tampa, Florida.
Principal subsidiaries of the Company are Porten Sullivan Corporation and
Suarez Housing Corporation.
CONTACT
Michael P. Villa, Chief Financial Officer
