<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-------------
International American Homes, Inc.
- --------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 459004107
per share
- ----------------------------------- -----------------------------------
(Title of class of securities) (CUSIP number)
George H. MacLean, Senior Vice President and General Counsel,
USI American Holdings, Inc.
101 Wood Avenue South, Iselin, New Jersey 08830 (908) 767-0700
- --------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive
notices and communications)
June 5, 1995
- --------------------------------------------------------------------------
(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 [_].
Check the following box if a fee is being paid with the statement [x].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
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CUSIP No. 459004107 13D
1 NAME OF REPORTING PERSON: U.S. INDUSTRIES, INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 223,209.9
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 223,209.9
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 223,209.9
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.4%
14 TYPE OF REPORTING PERSON: CO
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<PAGE>
CUSIP No. 459004107 13D
1 NAME OF REPORTING PERSON: USI AMERICAN HOLDINGS, INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 223,209.9
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 223,209.9
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 223,209.9
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.4%
14 TYPE OF REPORTING PERSON: CO
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<PAGE>
CUSIP No. 459004107 13D
1 NAME OF REPORTING PERSON: JACUZZI INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 223,209.9
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 223,209.9
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 223,209.9
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.4%
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 459004107 13D
1 NAME OF REPORTING PERSON: JUSI HOLDINGS, INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 223,209.9
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 223,209.9
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 223,209.9
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.4%
14 TYPE OF REPORTING PERSON: CO
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<PAGE>
CUSIP No. 459004107 13D
1 NAME OF REPORTING PERSON: PH PROPERTY DEVELOPMENT COMPANY
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 223,209.9
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 223,209.9
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 223,209.9
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.4%
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
Item 1. Security and Issuer.
-------------------
This Statement relates to the common stock, par value $0.01
per share ("Common Stock"), of International American Homes, Inc., a
Delaware corporation (the "Company"). The address of the principal
executive office of the Company is 6001 Montrose Road, Rockville,
Maryland 20852
This Statement is being filed on behalf of PH Property
Development Company ("PH Property"), JUSI Holdings, Inc. ("JUSI"),
Jacuzzi Inc. ("Jacuzzi"), USI American Holdings, Inc. ("USIAH") and
U.S. Industries, Inc. ("USI"). PH Property, JUSI, Jacuzzi, USIAH and
USI are hereinafter collectively referred to as the "Beneficial
Owners".
Item 2. Identity and Background.
-----------------------
(a) - (c), (f) PH Property, a Delaware corporation, is
engaged of the business of master planning and developing real estate
properties. PH Property is a direct wholly-owned subsidiary of JUSI,
a Delaware corporation.
JUSI is engaged principally in the business of holding
investments. JUSI is a direct wholly-owned subsidiary of Jacuzzi, a
Delaware corporation.
Jacuzzi is engaged principally in the business of manufac-
turing and distributing whirlpool bath products, spas, shower systems,
nonjetted baths, swimming pool equipment, water systems and related
products. Jacuzzi is a direct wholly-owned subsidiary of USIAH, a
Delaware corporation.
USIAH is principally engaged in the business of holding
investments. USIAH is a direct wholly-owned subsidiary of USI, a
Delaware corporation.
USI is engaged, through subsidiaries, in the manufacture and
distribution of a broad range of consumer, building and industrial
products. USI also holds various real estate interests as well as
minority interests in certain public companies, including the Company.
The principal business address of each of the Beneficial
Owners and the name, business address, principal occupation or
employment (including the name, principal business and address of any
corporation or organization, other than one of the Beneficial Owners,
in which such employment is conducted) and citizenship of each
director and executive officer of each of the Beneficial Owners is
listed on Schedule A.
NYFS02...:\13\51513\0220\1627\SCH6025L.160
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(d) - (e) None of the Beneficial Owners and, to the best of
their knowledge, none of their respective directors and executive
officers listed on Schedule A has, during the last five years, (i)
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation
of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The shares of Common Stock beneficially owned by the
Beneficial Owners were acquired on June 5, 1995. Jacuzzi acquired
100,944.6 shares of Common Stock directly pursuant to a stock purchase
agreement (the "Kidde Stock Purchase Agreement"), dated May 30, 1995,
between Kidde Industries, Inc. ("Kidde"), an indirect subsidiary of
Hanson PLC, and USIAH. In addition, pursuant to a stock purchase
agreement (the "Kaiser Stock Purchase Agreement"), dated May 30, 1995,
between Kaiser Cement Corporation, an indirect subsidiary of Hanson
PLC, and USIAH, Jacuzzi acquired 122,265.3 shares of Common Stock
indirectly, by acquiring all of the outstanding capital stock of PH
Property, which directly owns such shares, among other assets.
Jacuzzi assumed all of the rights and obligations of USIAH under the
Kidde Stock Purchase Agreement and the Kaiser Stock Purchase Agreement
pursuant to an assignment and assumption agreement (the "Assignment
Agreement"), dated May 31, 1995.
Following its direct acquisition of 100,944.6 shares of
Common Stock, Jacuzzi contributed such shares to JUSI on June 5, 1995.
JUSI then contributed such shares to PH Property, increasing PH
Property's direct ownership of Common Stock to 223,209.9 shares.
The aggregate purchase price paid by Jacuzzi for the shares
of Common Stock from Kidde was $211,983. The aggregate purchase price
paid by Jacuzzi for the shares of PH Property was $55,306,000.
Jacuzzi received the funds to make the purchase through an
intercompany loan from USIAH, pursuant to a long-term promissory note.
USIAH received the funds to make the intercompany loan to Jacuzzi from
a loan made pursuant to the Credit Agreement, dated as of May 12,
1995, among USIAH, USI, the banks listed on the signature pages
thereof, Bank of America Illinois, as Issuing Bank, Bank of America
National Trust and Savings Association as Swingline Bank, Bank of
America National Trust and Savings Association, as Agent and BA
Securities Inc., as Arranger (the "Credit Agreement").
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<PAGE>
Each of the Kidde Stock Purchase Agreement, the Kaiser Stock
Purchase Agreement, the Assignment Agreement and the Credit Agreement
has been filed as an exhibit to this Statement on Schedule 13D and is
incorporated herein by reference.
Item 4. Purpose of Transaction.
----------------------
The shares of Common Stock were acquired by the Beneficial
Owners on June 5, 1995 as part of the transactions by which USI was
demerged (i.e. spun-off) from its former parent, Hanson PLC. Except
----
as discussed in the following paragraph, the Beneficial Owners have no
present plans or proposals which relate to or would result in any of
the transactions described in Item 4 of Schedule 13D.
In order to meet debt amortization requirements under the
Credit Agreement, USIAH must dispose of a significant amount of assets
within the next two years. These assets may consist of operating
units, surplus real estate and equity investments (such as the shares
of Common Stock beneficially owned by it). USIAH's determination of
the assets to be sold will be made in light of the results of a
disposition program, which has been commenced, pursuant to which
management of USIAH will solicit proposals, and respond to unsolicited
proposals, about individual assets as well as various groupings of
assets from parties considered to be financially qualified. There can
be no assurance that USIAH will make any particular disposition or
group of dispositions (including a disposition of the shares of Common
Stock beneficially owned by it).
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) (i) PH Property may be deemed to be the beneficial
owner of 223,209.9 shares of Common Stock, which constitute
approximately 8.6% of the 26,121,321 shares of Common Stock reported
to be outstanding by the Company in its Quarterly Report on Form 10-Q
dated December 31, 1994, giving effect to a 10:1 reverse stock split
implemented by the Company on May 31, 1995.
(ii) By virtue of its ownership of all of the
outstanding capital stock of PH Property, JUSI may be deemed to be,
for the purposes of this Schedule 13D, the beneficial owner of all of
the shares of Common Stock beneficially owned by PH Property.
(iii) By virtue of its ownership of all of the
outstanding capital stock of JUSI, Jacuzzi may be deemed to be, for
purposes of this Schedule 13D, the beneficial owner of all of the
shares of Common Stock beneficially owned by JUSI.
<PAGE>
<PAGE>
(iv) By virtue of its ownership of all of the
outstanding capital stock of Jacuzzi, USIAH may be deemed to be, for
purposes of this Schedule 13D, the beneficial owner of all of the
shares of Common Stock beneficially owned by Jacuzzi.
(v) By virtue of its ownership of all of the
outstanding capital stock of USIAH, USI may be deemed to be, for
purposes of this Schedule 13D, the beneficial owner of all of the
shares of Common Stock beneficially owned by USIAH.
(vi) Certain directors, executive officers and/or
employees of the Beneficial Owners may beneficially own shares of
Common Stock, directly or through individual employee savings plan
accounts. The Beneficial Owners disclaim beneficial ownership of such
shares.
(b) (i) Each of the Beneficial Owners, by virtue of its
direct or indirect ownership of all of the outstanding capital stock
of PH Property, is deemed to have, with PH Property, shared power to
vote or to direct the vote and shared power to dispose or direct the
disposition of all shares of Common Stock beneficially owned by JUSI.
(ii) The Beneficial Owners have no power to vote,
direct the vote, dispose or direct the disposition of the shares of
Common Stock owned by the persons referred to in paragraph (a) other
than the Beneficial Owners.
(c) Except as set forth above, none of the Beneficial
Owners has effected any transactions in the Common Stock during the
past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
--------------------------------------------------------
with Respect to Securities of the Issuer.
----------------------------------------
The information set forth in response to Items 3 and 4 is
incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits.
---------------------------------
The following are filed herewith as Exhibits to this
Schedule 13D:
1. Group Agreement, dated June 5, 1995.
<PAGE>
<PAGE>
2. Stock Purchase Agreement, dated May 30, 1995, between
Kidde Industries, Inc. and USI American Holdings, Inc.
3. Stock Purchase Agreement, dated May 30, 1995, between
Kaiser Cement Corporation and USI American Holdings,
Inc.
4. Assignment and Assumption Agreement, dated May 31,
1995, between USI American Holdings, Inc. and Jacuzzi
Inc.
5. Credit Agreement, dated as of May 12, 1995, among
USIAH, USI, the banks listed on the signature pages
thereof, Bank of America Illinois, as Issuing Bank,
Bank of America National Trust and Savings Association
as Swingline Bank, Bank of America National Trust and
Savings Association, as Agent and BA Securities Inc.,
as Arranger (incorporated by reference to Exhibit 2 to
USI's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1995).
<PAGE>
<PAGE>
SIGNATURES
----------
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: June 5, 1995
U.S. INDUSTRIES, INC.
USI AMERICAN HOLDINGS, INC.
JACUZZI INC.
JUSI HOLDINGS, INC.
PH PROPERTY DEVELOPMENT COMPANY
By:/s/ George H. MacLean
------------------------------------------
George H. MacLean
Senior Vice President
<PAGE>
<PAGE>
Schedule A
----------
1. U.S. INDUSTRIES, INC.
Set forth below are the name, business address, position
with U.S. Industries, Inc. ("USI") and the present principal
occupation or employment of each director and executive officer of
USI. The principal business address of USI is 17 Mount Street,
Mayfair W14 5RA, England, and its principal business address in the
United States is 101 Wood Avenue South, Iselin, New Jersey 08830.
Unless otherwise indicated, the business address of each person listed
below is USI's United States address. Each person listed below is a
citizen of the United States, except for Mr. Bonham and, who is a
citizen of the United Kingdom.
Position with USI
and Present Principal
Name and Business Address Occupation or Employment
------------------------- ------------------------
David H. Clarke . . . . . . . . Chairman of the Board and
Chief Executive Officer of
USI
John G. Raos . . . . . . . . . President, Chief Operating
Officer and Director of USI
Frank R. Reilly . . . . . . . . Senior Vice President, Chief
Financial Officer and
Director of USI
Derek C. Bonham . . . . . . . . Director of USI; Deputy
Hanson PLC Chairman of Hanson PLC
One Grosvenor Place
London SW1X 7JH
John J. McAtee, Jr. . . . . . . Director of USI; Vice
Smith Barney Inc. Chairman of Smith Barney,
388 Greenwich Street Inc.
New York, New York 10013
The Hon. Charles H. Price II . Director of USI; Chairman of
Mercantile Bank of Kansas City Mercantile Bank of Kansas
Suite 300 City
One West Armour Blvd.
Kansas City, Missouri 64111
Royall Victor III . . . . . . . Director of USI; Managing
Chemical Securities, Inc. Director, Investment Banking
270 Park Avenue Group, Chemical Securities,
New York, New York 10017 Inc.
<PAGE>
<PAGE>
Schedule A
----------
Mark Vorder Bruegge . . . . . . Director of USI; Chairman of
United American Bank of Memphis United American Bank of
5384 Popular Memphis
Memphis, Tennessee 38119
Christian R. Guntner . . . . . Senior Vice President -
Corporate Development of USI
George H. MacLean . . . . . . . Senior Vice President,
General Counsel and
Secretary of USI
John A. Mistretta . . . . . . . Group Vice President of USI
John S. Oldford . . . . . . . . Group Vice President of USI
Edwin Silverstone . . . . . . . Group Vice President of USI
Robert M. Brier . . . . . . . . Vice President - Finance and
Treasurer of USI
Richard A. Buccarelli . . . . . Vice President - Properties
of USI
Diana E. Burton . . . . . . . . Vice President - Investor
Relations of USI
Dorothy E. Sander . . . . . . . Vice President -
Administration of USI
James O'Leary . . . . . . . . . Corporate Controller of USI
2. USI AMERICAN HOLDINGS, INC.
Set forth below are the name, business address, position
with USI American Holdings, Inc. ("USIAH") and present principal
occupation or employment of each director and executive officer of
USIAH. The principal business address of USIAH is 101 Wood Avenue
South, Iselin, New Jersey 08830. Unless otherwise indicated, the
business address of each person listed below is such address. Each
person listed below is a citizen of the United States.
<PAGE>
<PAGE>
Schedule A
----------
Principal
Name and Occupation
Business Address Position or Employment
---------------- -------- ---------------
David H. Clarke . . . . . . Chairman of the See Part 1 of
Board and this Schedule A
Chief
Executive
Officer
John G. Raos . . . . . . . President; Chief See Part 1 of
Operating this Schedule A
Officer and
Director
Frank R. Reilly . . . . . . Senior Vice See Part 1 of
President and this Schedule A
Chief Financial
Officer
Christian R. Guntner . . . Senior Vice See Part 1 of
President - this Schedule A
Corporate
Development
George H. MacLean . . . . . Senior Vice See Part 1 of
President, this Schedule A
General Counsel,
Secretary and
Director
John A. Mistretta . . . . . Group Vice See Part 1 of
President this Schedule A
John S. Oldford . . . . . . Group Vice See Part 1 of
President this Schedule A
Edwin Silverstone . . . . . Group Vice See Part 1 of
President this Schedule A
Robert M. Brier . . . . . . Vice President - See Part 1 of
Finance & this Schedule A
Treasurer
Richard A. Buccarelli . . . Vice President - See Part 1 of
Properties this Schedule A
Diana E. Burton . . . . . . Vice President - See Part 1 of
Investor this Schedule A
Relations
Dorothy E. Sander . . . . . Vice President - See Part 1 of
Administration this Schedule A
<PAGE>
<PAGE>
Schedule A
----------
James O'Leary . . . . . . . Corporate See Part 1 of
Controller this Schedule A
==================================================================
3. JACUZZI INC.
Set forth below are the name, position with Jacuzzi Inc.
("Jacuzzi") and present principal occupation or employment of each
director and executive officer of Jacuzzi. The principal business
address of Jacuzzi is 2121 North California Blvd., Suite 475, Walnut
Creek, CA 94956. The business address of each of Messrs. Jacuzzi,
Duncan and Herrmann is such address; the business address of all other
persons listed below is 101 Wood Avenue South, Iselin, New Jersey
08830. Each person listed below is a citizen of the United States.
Principal
Name and Occupation
Business Address Position or Employment
---------------- -------- -------------
Roy A. Jacuzzi . . . . . . Chairman of the Same
Board, Presi-
dent, Chief
Executive
Officer and
Director
George H. MacLean . . . . . Senior Vice See Part 1 of
President, this Schedule A
General Counsel
and Director
Edwin Silverstone . . . . . Vice President See Part 1 of
this Schedule A
Gary A. Duncan . . . . . . Vice President- Same
Operations and
Secretary
Paul A. Herrmann . . . . . Vice President- Same
Finance and
Treasurer
=================================================================
4. JUSI HOLDINGS, INC.
Set forth below are the name, business address, position
with JUSI Holdings, Inc. ("JUSI") and present principal occupation or
employment of each director and executive officer of JUSI. The
principal business address of JUSI and each person
<PAGE>
<PAGE>
Schedule A
----------
listed below is 101 Wood Avenue South, Iselin, New Jersey 08830. Each
person listed below is a citizen of the United States.
Principal
Name and Occupation
Business Address Position or Employment
---------------- -------- ---------------
John G. Raos . . . . . . . President See Part 1 of
this Schedule A
Frank R. Reilly . . . . . . Senior Vice See Part 1 of
President and this Schedule A
Chief Financial
Officer
George H. MacLean . . . . . Senior Vice See Part 1 of
President, this Schedule A
General Counsel,
Secretary and
Director
Robert M. Brier . . . . . . Vice President - See Part 1 of
Finance & this Schedule A
Treasurer
James O'Leary . . . . . . . Corporate See Part 1 of
Controller this Schedule A
5. PH PROPERTY DEVELOPMENT COMPANY
Set forth below are the name, position with PH Property
Development Company ("PH Property") and present principal occupation
or employment of each director and executive officer of PH Property.
The principal business address of PH Property is Meadowood II Shopping
Center, 2644 Capitol Trail, Suite B-1, Newark, Delaware 19711 and the
business address of all persons listed below is 101 Wood Avenue South,
Iselin, New Jersey 08830. Each person listed below is a citizen of
the United States.
<PAGE>
<PAGE>
Principal
Name and Occupation
Business Address Position or Employment
---------------- -------- ---------------
Richard A. Buccarelli . . . Director, See Part 1 of
President this Schedule A
George H. MacLean . . . . . Director, Vice See Part 1 of
President and this Schedule A
Secretary
Frank R. Reilly . . . . . . Vice President See Part 1 of
this Schedule A
Jeffrey Harland . . . . . . Vice President Same
Kimberly S. Stamaris . . . Vice President Same
Patricia J. Salkin . . . . Treasurer and Same
Corporate
Controller
<PAGE>
<PAGE>
EXHIBIT INDEX
-------------
Item No. Page No.
-------- --------
1. Group Agreement, dated June 5, 1995.
2. Stock Purchase Agreement, dated
May 30, 1995, between Kidde
Industries, Inc. and USI American
Holdings, Inc.
3. Stock Purchase Agreement, dated
May 30, 1995, between Kaiser Cement
Corporation and USI American Holdings,
Inc.
4. Assignment and Assumption Agreement,
dated May 31, 1995, between USI
American Holdings, Inc. and Jacuzzi
Inc.
5. Credit Agreement, dated as of May
12, 1995, among USI American Holdings,
Inc., U.S. Industries, Inc., the banks
listed on the signature pages thereof,
Bank of America Illinois, as Issuing
Bank, Bank of America National Trust
and Savings Association as Swingline
Bank, Bank of America National Trust
and Savings Association, as Agent and
BA Securities Inc., as Arranger
(incorporated by reference to Exhibit
2 to U.S. Industries, Inc.'s Quarterly
Report on Form 10-Q for the fiscal
quarter ended March 31, 1995).
<PAGE>
EXHIBIT 1
---------
AGREEMENT
---------
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the
joint filing on behalf of each of them of the Schedule 13D (and any
further amendment filed by them) with respect to the shares of the
Common Stock, $.01 par value, of International American Homes, Inc.
Dated: June 5, 1995
PH PROPERTY DEVELOPMENT COMPANY
JUSI HOLDINGS, INC.
JACUZZI INC.
USI AMERICAN HOLDINGS, INC.
U.S. INDUSTRIES, INC.
By:/s/ George H. MacLean
-------------------------------------
George H. MacLean
Senior Vice President
<PAGE>
Exhibit 2
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made the 30th day of May, 1995
BETWEEN:
(1) KIDDE INDUSTRIES, INC., a Delaware corporation ("Seller"); and
(2) USI AMERICAN HOLDINGS, INC., a Delaware corporation
("Purchaser").
WHEREAS:
(A) Seller is the registered and beneficial owner of 1,009,446 shares
of common stock, par value $.01 per share (collectively, the
"Sale Shares"), of International American Homes, Inc. (the
"Company").
(B) Seller wishes to sell and the Purchaser wishes to purchase the
Sale Shares on the terms and subject to the conditions of this
Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED as follows:
1. Sale and Purchase of Shares.
---------------------------
Subject to the terms and conditions of this Agreement,
Seller shall sell and transfer to Purchaser, and Purchaser shall
purchase from Seller, the Sale Shares free from any lien, option,
charge and encumbrance, right of pre-emption or any other third party
right and together with all benefits and rights attached thereto.
2. Purchase Price.
--------------
(a) The total consideration for the sale of all of the Sale
Shares (the "Purchase Price") shall be Two Hundred Eleven Thousand
Nine Hundred Eighty Three Dollars ($211,983), payable in cash at the
Closing, subject to post-Closing adjustment as provided herein.
(b) The Purchase Price for the Sale shares shall be
adjusted by the amount by which (x) the product of 1,009,446
multiplied by the average of the high and low sale prices for a share
of the Company's common stock on NASDAQ on the Closing Date (as
defined below) is greater or less than (y) the Purchase Price set
forth in Section 2(a). Payment of this amount shall be made within 60
days after the Closing (in the event the amount set
NYFS02...:\13\51513\0220\1323\POSSPAKA.43A
<PAGE>
<PAGE>
forth in clause (x) is greater than the amount set forth in clause
(y), such payment to be made by Purchaser, and in the event the amount
set forth in clause (y) is greater than the amount set forth in clause
(x), such payment to be made by Seller), in U.S. dollars, together
with interest accruing on such amount from and including the Closing
Date to but excluding the date of payment at the prime rate charged by
Chemical Bank to its corporate customers during such period.
3. Closing.
-------
3.1 Date of Closing. Subject to the satisfaction of each
---------------
of the conditions set forth in Section 5, the closing of the sale and
purchase of the Sale Shares hereunder (the "Closing") shall take place
at the offices of Weil, Gotshal & Manges, 767 Fifth Avenue, New York,
New York, 10153 (or at such other place as the parties may agree in
writing) at 10:00 a.m., New York City time, on June 5, 1995 (the
"Closing Date").
3.2 Title to Sale Shares Prior to Closing. Until the
-------------------------------------
Closing, Seller shall continue to have full right, title and interest
in and to the Sale Shares, including the right to receive any
dividends, distributions or payments made with respect to the Sale
Shares, and the right to vote the Sale Shares.
4. Actions Prior to Closing.
------------------------
4.1 Best Efforts. Each of the parties shall use its
------------
reasonable best efforts (without undue expense) to cause the
fulfillment, at or prior to the Closing Date, of all of the conditions
to their respective obligations to consummate the sale and purchase of
the Sale Shares under this Agreement.
5. Conditions of Closing.
---------------------
The obligations of Seller to sell, and Purchaser to
purchase, all of the Sale Shares are subject to the fulfillment, prior
to or at the Closing, of each of the following:
a. Hanson PLC shall have paid a stock dividend to its
shareholders consisting of all of the outstanding shares of
capital stock of Purchaser's parent, U.S. Industries, Inc. (the
"Stock Dividend"); and
b. There shall not be in effect any injunction or
restraining order issued by a court of competent jurisdiction
barring the consummation of the sale and purchase of the Sale
Shares pursuant to this Agreement.
<PAGE>
<PAGE>
6. Deliveries at Closing.
---------------------
At the Closing, the parties shall make the following
deliveries and take the following actions:
a. Seller shall deliver to Purchaser share certificates
representing the Sale Shares, accompanied by stock powers or
other appropriate transfer forms duly endorsed by Seller; and
b. Purchaser shall transfer to Seller (to such account as
shall be designated by Seller) the Purchase Price in immediately
available funds.
7. Further Agreements of the Parties.
---------------------------------
7.1 Further Assurance. The parties hereto undertake to co
-----------------
-operate in good faith to ensure that they do such acts and things as
may reasonably be necessary to complete the sale and purchase of the
Sale Shares. At all times after the date of this Agreement and after
the completion of the sale and purchase of the Sale Shares, the
parties shall use their reasonable best efforts to procure that any
necessary third party shall execute such documents and do such acts
and things as may reasonably be required for the purpose of giving to
Seller and Purchaser, respectively, the full benefit of all the
provisions of this Agreement. Seller and Purchaser will use their
reasonable best efforts to obtain any consent, substitution, approval
or amendment required to novate or assign all agreements, leases,
licenses and other rights of any nature whatsoever relating to the
Sale Shares of value to Purchaser; provided, however, that neither
Seller nor Purchaser shall be obligated to pay any consideration
therefor (except for filing fees and other similar charges) to the
third party from whom such consents, approvals, substitutions and
amendments are requested. If Seller or Purchaser is unable to obtain
any such required consent, approval, substitution or amendment, Seller
(or its subsidiaries) shall continue to be bound by such agreements,
leases, licenses and other rights and, unless not permitted by law or
the terms thereof, Purchaser (or its subsidiaries) shall, as agent for
Seller (or its subsidiaries) or as subcontractor, pay, perform and
discharge fully all the obligations of Seller (or its subsidiaries)
thereunder from and after the Closing and indemnify and hold harmless
Seller and its subsidiaries from and against, all losses, claims,
damages, taxes, liabilities and expenses whatsoever arising out of or
in connection with Purchaser's (or its subsidiaries' or affiliates')
performance of or omission to perform its obligations thereunder and
hereunder. Seller (or its subsidiaries) shall, without further
consideration, pay and remit to Purchaser (or its subsidiaries)
promptly all money, rights and
<PAGE>
<PAGE>
other consideration received in respect of such performance after
payment of any taxes due from Seller (or its affiliates) with respect
to such receipt. Seller (or its subsidiaries) shall exercise their
rights and options under all such agreements, leases, licenses and
other rights and commitments referred to in this Section 7.1 only as
reasonably directed by Purchaser and at Purchaser's expense. If and
when any such consent shall be obtained or such agreement, lease,
license or other rights shall otherwise become assignable or able to
be novated, Seller (or its subsidiaries) shall promptly assign all its
rights and obligations thereunder to Purchaser (or its subsidiaries)
without payment of further consideration and Purchaser (or its
subsidiaries) shall, without the payment of any further consideration,
assume such rights and obligations. To the extent that the assignment
of any contract or agreement or the proceeds thereof pursuant to this
Section 7.1 is prohibited by law, the assignment provisions of this
paragraph shall operate to create a subcontract with the Purchaser to
perform each relevant, unassignable contract or agreement, and the
subcontract price shall be equal to the money, rights and other
consideration (after tax) received by Seller with respect to the
performance by Purchaser under such subcontract.
7.2 No Warranties. Other than as explicitly provided
-------------
herein, Seller does not, in this Agreement or any other agreement,
instrument or document contemplated by this Agreement, make any
representation as to, warranty of or covenant (whether express or
implied) with respect to, the value of the Sale Shares. Other than as
explicitly provided herein, the Sale Shares, as well as all assets of
the Company, to be acquired, directly or indirectly, by the Purchaser
hereunder are transferred on an "AS IS, WHERE IS" basis. The parties
acknowledge and agree that the Purchase Price for the Sale Shares of
the Company represents the mutually agreed upon fair market value of
such Sale Shares, and neither party (or their respective permitted
successors and assigns) shall have the right at any time in the future
to make any claim or raise any dispute with respect to the adequacy or
fairness of the consideration paid for any of the Sale Shares.
7.3 Transfer Taxes. Any and all transfer taxes, stamp
--------------
duties and similar charges relating to the purchase and sale of the
Sale Shares shall be paid by Seller.
7.4 Agreement of Purchaser Regarding Sale Shares.
--------------------------------------------
Purchaser agrees that it will not offer, sell or otherwise transfer
the Sale Shares except in compliance with, pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, as amended, and/or any
other applicable securities law.
<PAGE>
<PAGE>
8. Arbitration.
-----------
Resolution of any and all disputes arising from or in
connection with this Agreement, whether based on contract, tort,
statute or otherwise, including, but not limited to, disputes over
arbitrability and disputes in connection with claims by third parties
(collectively, "Disputes") shall be exclusively governed by and
settled in accordance with the provisions of this Section 8; provided,
--------
however, that nothing contained herein shall preclude either party
-------
from seeking or obtaining (a) injunctive relief or (b) equitable or
other judicial relief to enforce the provisions hereof or, pending
resolution of Disputes hereunder, to preserve the status quo. Seller
or Purchaser (each a "Party") may commence proceedings hereunder by
delivering a written notice to the other Party providing reasonable
description of the Dispute to the other, and expressly requesting
arbitration hereunder. The parties hereby agree to submit all
Disputes to arbitration under the terms hereof, which arbitration
shall be final, conclusive and binding upon the parties, their
successors and assigns. The arbitration shall be conducted in New
York City by three arbitrators acting by majority vote (the "Panel")
selected by agreement of the Parties not later than ten (10) days
after delivery of the Demand or, failing such agreement, appointed
pursuant to the commercial arbitration rules of the American
Arbitration Association, as amended from time to time (the "AAA
Rules"). If an arbitrator so selected becomes unable to serve, his or
her successors shall be similarly selected or appointed. The
arbitration shall be conducted pursuant to the Federal Arbitration Act
and such procedures as the Parties may agree, or, in the absence of or
failing such agreement, pursuant to the AAA Rules. Notwithstanding
the foregoing: (i) each Party shall have the right to audit the books
and records of the other Party that are reasonably related to the
Dispute; (ii) each Party shall provide to the other, reasonably in
advance of any hearing, copies of all documents which a Party intends
to present in such hearing; and (iii) each party shall be allowed to
conduct reasonable discovery through written requests for information,
document requests, requests for stipulation of fact and depositions,
the nature and extent of which discovery shall be determined by the
Panel, taking into account the needs of the Parties and the
desirability of making discovery expeditious and cost effective. All
hearings shall be conducted on an expedited schedule, and all pro-
ceedings shall be confidential. Either party may at its expense make
a stenographic record thereof. The Panel shall complete all hearings
not later than ninety (90) days after its selection or appointment,
and shall make a final award not later than thirty (30) days
thereafter. The award shall be in writing and shall specify the
factual and legal basis for the award. The Panel shall apportion all
costs and expenses of arbitration, including the Panel's fees and
expenses and fees and
<PAGE>
<PAGE>
expenses of experts, between the prevailing and non-prevailing Party
as the Panel deems fair and reasonable. Notwithstanding the
foregoing, in no event may the Panel award multiple, punitive or
exemplary damages. Any arbitration award shall be binding and
enforceable against the parties hereto and judgment may be entered
thereon in any court of competent jurisdiction.
9. Miscellaneous.
-------------
9.1 No Impeachment. Neither of the parties hereto shall
--------------
impeach this Agreement on the grounds that any of the Directors of
Seller stand in any fiduciary position to Purchaser or that any of the
Directors of Purchaser stand in any fiduciary position to Seller or
that the Directors of either party do not constitute an independent
Board.
9.2 Assignments. Except as provided in this Section 9.2,
-----------
neither party may assign or transfer any of its rights and obligations
under this Agreement without the prior written consent of the other
party. Notwithstanding the foregoing, Seller acknowledges and agrees
that Purchaser may assign its rights and obligations under this
Agreement to Jacuzzi, Inc., Jacuzzi, Inc. may assign such rights and
obligations to JUSI Holdings, Inc., and JUSI Holdings, Inc. may assign
such rights and obligations to one or more of its subsidiaries,
provided that such an assignment shall have no effect on, and shall
not be deemed to constitute a release of Purchaser (or Jacuzzi, Inc.
or JUSI Holdings, Inc.) from, its obligations under this Agreement.
9.3 Governing Law; Counterparts. This Agreement shall be
---------------------------
governed by and construed in accordance with the internal laws of the
State of New York and may be executed in more than one counterpart and
by different parties of each counterpart and all such counterparts
when executed shall form one and the same agreements.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, Seller and Purchaser have caused this
Agreement to be signed and delivered by their respective officers,
thereunto duly authorized, all as of the date first written above.
KIDDE INDUSTRIES, INC.
By: /s/ George H. Hempstead
-------------------------------------
Name: George H. Hempstead
Title: Vice President
USI AMERICAN HOLDINGS, INC.
By: /s/ Graham Dransfield
-------------------------------------
Name: Graham Dransfield
Title: Vice President
<PAGE>
Exhibit 3
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made the 30th day of May, 1995
BETWEEN:
(1) KAISER CEMENT CORPORATION, an Arizona corporation ("Seller"); and
(2) USI AMERICAN HOLDINGS, INC., a Delaware corporation
("Purchaser").
WHEREAS:
(A) Seller is the registered and beneficial owner of all of the
outstanding shares of capital stock (collectively, the "Sale
Shares") of PH Property Development Company (the "Company").
(B) Seller wishes to sell and the Purchaser wishes to purchase the
Sale Shares on the terms and subject to the conditions of this
Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED as follows:
1. Sale and Purchase of Shares.
---------------------------
Subject to the terms and conditions of this Agreement,
Seller shall sell and transfer to Purchaser, and Purchaser shall
purchase from Seller, the Sale Shares free from any lien, option,
charge and encumbrance, right of pre-emption or any other third party
right and together with all benefits and rights attached thereto.
2. Purchase Price.
--------------
The total consideration for the sale of all of the Sale
Shares shall be Fifty Five Million Five Hundred Sixty Three Thousand
Five Hundred Seventy One Dollars ($55,563,571) (the "Purchase Price"),
payable in cash at the Closing (as defined below), subject to post-
Closing adjustment as provided in Section 7.
3. Closing.
-------
3.1 Date of Closing. Subject to the satisfaction of each
---------------
of the conditions set forth in Section 5, the closing of the sale and
purchase of the Sale Shares hereunder (the "Closing") shall take place
at the offices of Weil, Gotshal & Manges, 767 Fifth Avenue, New York,
New York, 10153 (or at such other place
<PAGE>
<PAGE>
as the parties may agree in writing) at 10:00 a.m., New York City
time, on June 5, 1995 (the "Closing Date").
3.2 Title to Sale Shares Prior to Closing. Until the
-------------------------------------
Closing, Seller shall continue to have full right, title and interest
in and to the Sale Shares, including the right to receive any
dividends, distributions or payments made with respect to the Sale
Shares, and the right to vote the Sale Shares.
4. Actions Prior to Closing.
------------------------
4.1 Best Efforts. Each of the parties shall use its
------------
reasonable best efforts (without undue expense) to cause the
fulfillment, at or prior to the Closing Date, of all of the conditions
to their respective obligations to consummate the sale and purchase of
the Sale Shares under this Agreement.
4.2 Conduct of the Company's Business Prior to Closing.
--------------------------------------------------
Seller agrees to use its reasonable best efforts to cause the Company
to conduct its business in the ordinary and usual course consistent
with past practices during the period from the date of this Agreement
through the Closing.
5. Conditions of Closing.
----------------------
The obligations of Seller to sell, and Purchaser to
purchase, all of the Sale Shares are subject to the fulfillment, prior
to or at the Closing, of each of the following:
a. Hanson PLC shall have paid a stock dividend to its
shareholders consisting of all of the outstanding shares of
capital stock of Purchaser's parent, U.S. Industries, Inc. (the
"Stock Dividend");
b. There shall not be in effect any injunction or
restraining order issued by a court of competent jurisdiction
barring the consummation of the sale and purchase of the Sale
Shares pursuant to this Agreement;
c. Seller and Purchaser shall have executed an
Indemnification Agreement in the form attached as Annex A (the
"Indemnification Agreement"); and
d. HM Anglo-American Ltd., HM Holdings, Inc., Seller,
Kidde Industries Inc., HMB Holdings Inc., Endicott Johnson
Corporation, Spartus Corporation, U.S. Industries, Inc. and
Purchaser shall have executed a Tax Sharing Agreement in the form
attached as Annex B (the "Tax Sharing Agreement").
NYFS02...:\13\51513\0220\1323\POSSPAKC.53A
<PAGE>
<PAGE>
In addition to the foregoing and subject to the provisions of Section
7.2, the obligation of Purchaser to purchase the Sale Shares is
subject to the additional condition that there shall not have occurred
a material adverse change in the assets, business, operations or
financial condition of the Company and its subsidiaries, taken as a
whole, during the period from the date of this Agreement to the
Closing Date (a "Material Adverse Change").
6. Deliveries at Closing.
---------------------
At the Closing, the parties shall make the following
deliveries and take the following actions:
a. The parties shall deliver the Indemnification
Agreement;
b. The parties (and the other parties thereto) shall
deliver the Tax Sharing Agreement;
c. Seller shall deliver to Purchaser share certificates
representing the Sale Shares, accompanied by stock powers or
other appropriate transfer forms duly endorsed by Seller; and
d. Purchaser shall transfer to Seller (to such account as
shall be designated by Seller) the Purchase Price in immediately
available funds.
7. Post-Closing Adjustments to Purchase Price.
------------------------------------------
7.1 Adjustment to Purchase Price Due to Changes in the Net
------------------------------------------------------
Worth of the Company.
--------------------
a. The Purchase Price for the Sale Shares shall be
adjusted by the amount by which (x) the Final Net Worth (as
defined below) of the Company is greater or less than (y) the
Company's pro forma net worth reflected in the balance sheet of
the Company as at December 31, 1994 attached as Annex C (the
"December 31, 1994 Balance Sheet").
b. Final Net Worth shall mean the net worth as reflected
on a balance sheet (a "Final Balance Sheet") of the Company as at
the close of business (5:00 p.m., New York City time) on the
Closing Date (the "Completion Time"), which Final Balance Sheet
will be prepared by Seller, in consultation with Purchaser, in
accordance with United States generally accepted accounting
principles consistently applied.
<PAGE>
<PAGE>
c. The parties shall cooperate reasonably in preparing the
Final Balance Sheet. If the parties are unable to agree on the
Final Balance Sheet and the required purchase price adjustment
hereunder within 60 days after the Closing Date, however, either
party may refer the dispute to arbitration by Robert K. Herdman,
Vice Chairman of Accounting of Ernst & Young LLP (or such other
partner thereof who may be mutually agreeable), whose decision
shall be final and binding on the parties; provided, however,
-------- -------
that if procedures then exist, pursuant to the Subscription
Agreement expected to be entered into between U.S. Industries,
Inc. and Hanson PLC, for determining the Final Net Worth of the
Company (and for resolving disputes regarding Final Net Worth),
the procedures under said Subscription Agreement shall instead be
utilized and shall be binding on the parties hereto.
d. Within 5 days after the final determination of Final
Net Worth, the payment contemplated by Section 7.1(a) shall be
made (in the event Final Net Worth is greater than pro forma net
worth reflected on the December 31, 1994 Balance Sheet, such
payment to be made by Purchaser, and in the event Final Net Worth
is less than pro forma net worth reflected on the December 31,
1994 Balance Sheet, such payment to be made by Seller), in U.S.
dollars, together with interest accruing on such amount from and
including the Closing Date to but excluding the date of payment
at the prime rate charged by Chemical Bank to its corporate
customers during such period.
7.2 Obligation to Close Notwithstanding the Occurrence of a
-------------------------------------------------------
Material Adverse Change. At any time prior to the Closing, Purchaser
-----------------------
may deliver to Seller a notification that, in Purchaser's reasonable
judgment, a Material Adverse Change has occurred and setting forth, in
reasonable detail, the basis therefore (a "MAC Notice"). Following
Seller's receipt of such MAC Notice, Seller and Purchaser shall
attempt to reach an agreement on (i) whether, in fact, a Material
Adverse Change has occurred, and (ii) if a Material Adverse Change has
occurred, an appropriate adjustment to the Purchase Price for the Sale
Shares to reflect the change in the fair market value of such Sale
Shares resulting from such Material Adverse Change. If the parties
reach agreement on the foregoing prior to the Closing, and if all
other conditions to the Closing have been satisfied, the Closing shall
take place as provided herein except that the Purchase Price for the
Sale Shares of the Company shall be adjusted in accordance with such
agreement. If the parties are unable to reach agreement on the
foregoing prior to the Closing, and if all other conditions to the
Closing have been satisfied, then notwithstanding the provisions of
Section 5, the Closing of
<PAGE>
<PAGE>
the purchase and sale of the Sale Shares shall be held as scheduled on
the Closing Date, the Sale Shares shall be purchased by the Purchaser
at the original, unadjusted Purchase Price, and the parties' dispute
concerning the alleged Material Adverse Change shall be resolved (and
the adjustment to the Purchase Price for the Sale Shares, if any,
shall be made), after the Closing. If the parties are unable to reach
agreement on the existence and/or effect of an alleged Material
Adverse Change within 30 days after delivery of the MAC Notice, the
matter shall be resolved by arbitration pursuant to Section 9.
If Purchaser does not deliver a MAC Notice to Seller prior
to the Closing, Purchaser (and its permitted successors and assigns)
shall waive any right it might otherwise have to assert after the
Closing that a Material Adverse Change with respect to the Company had
occurred whether or not Purchaser knew or should have known of such
Material Adverse Change.
8. Further Agreements of the Parties.
---------------------------------
8.1 Repayment of Certain Indebtedness. Purchaser
---------------------------------
undertakes to cause the Company (and each of its respective
subsidiaries) to repay all indebtedness (including accrued and unpaid
interest thereon) that the Company (and each of its subsidiaries) owes
to Seller and its subsidiaries and affiliates on or prior to 5:00
p.m., New York City time, on the Closing Date. Upon receipt of such
funds, Purchaser shall deliver, or cause to be delivered, any notes
representing such indebtedness for cancellation.
8.2 Certain Employee Benefit Matters. Following the
--------------------------------
completion of the purchase and sale of the Sale Shares, Purchaser
shall cause the Company to continue in effect any "employee benefit
plans" (within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")), maintained or
sponsored by the Company which cover the employees of the Company
immediately prior to the date of this agreement (the "Plans") for a
period at least until the completion of the transfer of all of the
assets attributable to such Plans which are "pension plans" (within
the meaning of Section 3(2) of ERISA) as set forth herein. As soon as
practicable after the Closing, the Seller shall cause assets to be
transferred from (A) any trust or trusts maintained by Seller or one
of its affiliates which is tax-exempt under Section 501(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), and which is
associated with one or more defined contribution plans maintained by
Seller or one of its affiliates (the "Hanson DC Trust") to a mirror
trust or trusts established by Purchaser (the "Purchaser DC Trust") in
an amount determined as of the most recent valuation date of the
Hanson DC Trust equal to the assets
<PAGE>
<PAGE>
attributable to the account balances for each Plan which is a defined
contribution plan, and (B) the Master Trust Agreement between HM
Holdings, Inc. and Continental Bank, National Association dated
January 1, 1988 (the "HMH Master Trust") to a mirror trust established
by Purchaser (the "Purchaser Master Trust"), in an amount determined
as of the most recent valuation date of the HMH Master Trust in
accordance with ERISA for each Plan which is a defined benefit plan,
in each case together with an allocable share of earnings and/or
losses of the respective distributing trusts from such respective
valuation dates to the actual dates of transfer of assets; provided,
however that in no event shall such transfer take place until the
Purchaser has furnished to Seller either: (A) a favorable
determination letter from the Internal Revenue Service with respect to
the qualification of the Plans that are intended to be qualified plans
under Section 401(a) of the Code and the tax-exempt status of the
Purchaser DC Trust and the Purchaser Master Trust under Section 501(a)
of the Code or (B) an opinion of counsel of Purchaser that such plans
and trusts are qualified under the Code. Following the Closing, the
Purchaser shall continue in effect any Plan which is a "pension plan"
(within the meaning of Section 3(2) of ERISA) for a period at least
until the completion of the transfer of all of the assets attributable
to such Plans from the Hanson DC Trust and the HMH Master Trust to the
Purchaser DC Trust and the Purchaser Master Trust, respectively.
Following the transfer of assets as contemplated hereunder, neither
Seller nor any of its affiliates shall have any further obligation or
responsibility with respect to such benefit liabilities under any
Plan, which shall be considered for all purposes as having been
satisfied as a result of such transfer.
8.3 Further Assurance. The parties hereto undertake to co
-----------------
-operate in good faith to ensure that they do such acts and things as
may reasonably be necessary to complete the sale and purchase of the
Sale Shares. At all times after the date of this Agreement and after
the completion of the sale and purchase of the Sale Shares, the
parties shall use their reasonable best efforts to procure that any
necessary third party shall execute such documents and do such acts
and things as may reasonably be required for the purpose of giving to
Seller and Purchaser, respectively, the full benefit of all the
provisions of this Agreement. Seller and Purchaser will use their
reasonable best efforts to obtain any consent, substitution, approval
or amendment required to novate or assign all agreements, leases,
licenses and other rights of any nature whatsoever relating to the
assets, rights and other things of the Company of value to Purchaser,
including without limitation the release of Seller and its
subsidiaries and affiliates from any guarantees, surety bonds, letters
of credit or similar items previously entered into or made for the
benefit of the Company; provided, however, that
<PAGE>
<PAGE>
neither Seller nor Purchaser shall be obligated to pay any
consideration therefor (except for filing fees and other similar
charges) to the third party from whom such consents, approvals,
substitutions and amendments are requested. If Seller or Purchaser is
unable to obtain any such required consent, approval, substitution or
amendment, Seller (or its subsidiaries) shall continue to be bound by
such agreements, leases, licenses and other rights and, unless not
permitted by law or the terms thereof, Purchaser (or its subsidiaries)
shall, as agent for Seller (or its subsidiaries) or as subcontractor,
pay, perform and discharge fully all the obligations of Seller (or its
subsidiaries) thereunder from and after the Closing and indemnify and
hold harmless Seller and its subsidiaries from and against, all
losses, claims, damages, taxes, liabilities and expenses whatsoever
arising out of or in connection with Purchaser's (or its subsidiaries'
or affiliates') performance of or omission to perform its obligations
thereunder and hereunder. Seller (or its subsidiaries) shall, without
further consideration, pay and remit to Purchaser (or its
subsidiaries) promptly all money, rights and other consideration
received in respect of such performance after payment of any taxes due
from Seller (or its affiliates) with respect to such receipt. Seller
(or its subsidiaries) shall exercise their rights and options under
all such agreements, leases, licenses and other rights and commitments
referred to in this Section 8.3 only as reasonably directed by
Purchaser and at Purchaser's expense. If and when any such consent
shall be obtained or such agreement, lease, license or other rights
shall otherwise become assignable or able to be novated, Seller (or
its subsidiaries) shall promptly assign all its rights and obligations
thereunder to Purchaser (or its subsidiaries) without payment of
further consideration and Purchaser (or its subsidiaries) shall,
without the payment of any further consideration, assume such rights
and obligations. To the extent that the assignment of any contract or
agreement or the proceeds thereof pursuant to this Section 8.3 is
prohibited by law, the assignment provisions of this paragraph shall
operate to create a subcontract with the Purchaser to perform each
relevant, unassignable contract or agreement, and the subcontract
price shall be equal to the money, rights and other consideration
(after tax) received by Seller with respect to the performance by
Purchaser under such subcontract.
8.4 No Warranties. Other than as explicitly provided
-------------
herein, Seller does not, in this Agreement or any other agreement,
instrument or document contemplated by this Agreement, make any
representation as to, warranty of or covenant (whether express or
implied) with respect to, the value of the Sale Shares. Other than as
explicitly provided herein, the Sale Shares, as well as all assets of
the Company, to be acquired, directly or indirectly, by the Purchaser
hereunder are
<PAGE>
<PAGE>
transferred on an "AS IS, WHERE IS" basis. The parties acknowledge
and agree that the Purchase Price for the Sale Shares of the Company
represents the mutually agreed upon fair market value of such Sale
Shares, and neither party (or their respective permitted successors
and assigns) shall have the right at any time in the future to make
any claim or raise any dispute with respect to the adequacy or
fairness of the consideration paid for any of the Sale Shares.
8.5 Transfer Taxes. Any and all transfer taxes, stamp
--------------
duties and similar charges relating to the purchase and sale of the
Sale Shares shall be paid by Seller. Except as provided in the
preceding sentence or specifically provided elsewhere in this
Agreement, all matters under this Agreement relating to Taxes and Tax
Returns (both as defined in the Tax Sharing Agreement) shall be
governed by the Tax Sharing Agreement.
8.6 Use of Trade Names and Trademarks. Neither Purchaser
---------------------------------
nor the Company shall have any right, title or interest in or to, nor
shall Purchaser or the Company use, the name "Hanson", or any
combination or derivation of such name, or any trade name, logo or
trademark currently employed by Hanson PLC, Seller, the Company or any
subsidiary of Hanson PLC containing or using such name; provided,
--------
however, that the Company may use such until December 31, 1995 only
-------
with respect to any stock stationery, packaging materials, purchase
orders, or like forms.
9. Arbitration.
-----------
Resolution of any and all disputes arising from or in
connection with this Agreement, whether based on contract, tort,
statute or otherwise, including, but not limited to, disputes over
arbitrability and disputes in connection with claims by third parties
except for disputes relating to the matters set forth in Section 7.1
herein, which shall be resolved in the manner set forth therein
(collectively, "Disputes") shall be exclusively governed by and
settled in accordance with the provisions of this Section 9; provided,
--------
however, that nothing contained herein shall preclude either party
-------
from seeking or obtaining (a) injunctive relief or (b) equitable or
other judicial relief to enforce the provisions hereof or, pending
resolution of Disputes hereunder, to preserve the status quo. Seller
or Purchaser (each a "Party") may commence proceedings hereunder by
delivering a written notice to the other Party providing reasonable
description of the Dispute to the other, and expressly requesting
arbitration hereunder. The parties hereby agree to submit all
Disputes to arbitration under the terms hereof, which arbitration
shall be final, conclusive and binding upon the parties, their
successors and assigns. The arbitration shall be conducted in New
York City by three arbitrators acting
<PAGE>
<PAGE>
by majority vote (the "Panel") selected by agreement of the Parties
not later than ten (10) days after delivery of the Demand or, failing
such agreement, appointed pursuant to the commercial arbitration rules
of the American Arbitration Association, as amended from time to time
(the "AAA Rules"). If an arbitrator so selected becomes unable to
serve, his or her successors shall be similarly selected or appointed.
The arbitration shall be conducted pursuant to the Federal Arbitration
Act and such procedures as the Parties may agree, or, in the absence
of or failing such agreement, pursuant to the AAA Rules.
Notwithstanding the foregoing: (i) each Party shall have the right to
audit the books and records of the other Party that are reasonably
related to the Dispute; (ii) each Party shall provide to the other,
reasonably in advance of any hearing, copies of all documents which a
Party intends to present in such hearing; and (iii) each party shall
be allowed to conduct reasonable discovery through written requests
for information, document requests, requests for stipulation of fact
and depositions, the nature and extent of which discovery shall be
determined by the Panel, taking into account the needs of the Parties
and the desirability of making discovery expeditious and cost
effective. All hearings shall be conducted on an expedited schedule,
and all proceedings shall be confidential. Either party may at its
expense make a stenographic record thereof. The Panel shall complete
all hearings not later than ninety (90) days after its selection or
appointment, and shall make a final award not later than thirty (30)
days thereafter. The award shall be in writing and shall specify the
factual and legal basis for the award. The Panel shall apportion all
costs and expenses of arbitration, including the Panel's fees and
expenses and fees and expenses of experts, between the prevailing and
non-prevailing Party as the Panel deems fair and reasonable.
Notwithstanding the foregoing, in no event may the Panel award
multiple, punitive or exemplary damages. Any arbitration award shall
be binding and enforceable against the parties hereto and judgment may
be entered thereon in any court of competent jurisdiction.
10. Miscellaneous.
-------------
10.1 No Impeachment. Neither of the parties hereto shall
--------------
impeach this Agreement on the grounds that any of the Directors of
Seller stand in any fiduciary position to Purchaser or that any of the
Directors of Purchaser stand in any fiduciary position to Seller or
that the Directors of either party do not constitute an independent
Board.
10.2 Assignments. Except as provided in this Section
-----------
10.2, neither party may assign or transfer any of its rights and
obligations under this Agreement without the prior written consent of
the other party. Notwithstanding the foregoing,
NYFS02...:\13\51513\0220\1323\POSSPAKC.53A
<PAGE>
<PAGE>
Seller acknowledges and agrees that Purchaser may assign its rights
and obligations under this Agreement (but not its rights and
---
obligations under the Indemnification Agreement and the Tax Sharing
and Indemnification Agreement annexed hereto), to Jacuzzi, Inc.,
Jacuzzi, Inc. may assign such rights and obligations to JUSI Holdings,
Inc., and JUSI Holdings, Inc. may assign such rights and obligations
to one or more of its subsidiaries, provided that such an assignment
shall have no effect on, and shall not be deemed to constitute a
release of Purchaser (or Jacuzzi, Inc. or JUSI Holdings, Inc.) from,
its obligations under this Agreement.
10.3 Governing Law; Counterparts. This Agreement shall be
---------------------------
governed by and construed in accordance with the internal laws of the
State of New York and may be executed in more than one counterpart and
by different parties of each counterpart and all such counterparts
when executed shall form one and the same agreements.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, Seller and Purchaser have caused this
Agreement to be signed and delivered by their respective officers
thereunto duly authorized, all as of the date first written above.
KAISER CEMENT CORPORATION
By: /s/ George H. Hempstead
-------------------------------------
Name: George H. Hempstead
Title: Vice President
USI AMERICAN HOLDINGS, INC.
By: /s/ Graham Dransfield
-------------------------------------
Name: Graham Dransfield
Title: Vice President
<PAGE>
Exhibit 4
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT is made the 31st day of May, 1995
BETWEEN:
(1) USI American Holdings, Inc., a Delaware corporation (the
"Assignor"); and
(2) Jacuzzi Inc., a Delaware corporation (the "Assignee").
WHEREAS:
(A) Assignor has entered into the agreements listed on Annex A hereto
(collectively, the "Agreements") and wishes to assign its rights and
obligations under the Agreements to Assignee.
(B) Assignee wishes to acquire the Assignor's rights and to assume
all of the Assignor's obligations and liabilities under the
Agreements.
NOW, THEREFORE, it is hereby agreed as follows:
1. Assignor hereby assigns, transfers, conveys and delivers all of
its rights and interest in and to each of the Agreements to the
Assignee. For the avoidance of doubt, Assignor does not hereby
assign its rights or obligations under any Indemnification
Agreement or Tax Sharing and Indemnification Agreement attached
to or referred to in any of the Agreements.
2. Assignee hereby accepts the assignment of the Assignor's rights
and interest in each of the Agreements and assumes all the
obligations and liabilities of Assignor under each of the
Agreements.
3. This Assignment and Assumption Agreement shall be binding on and
inure to the benefit of the Assignor and the Assignee and their
respective successors and assigns.
4. This Assignment and Assumption Agreement shall be governed by and
construed in accordance with the internal laws of the State of
New York.
5. Neither of the parties hereto shall impeach this Agreement on the
grounds that any of the Directors of Assignor stand in any
fiduciary position to Assignee or that any of the Directors of
Assignee stand in any fiduciary position to
NYFS02...:\13\51513\0220\1323\ASSIGNUS.57A
<PAGE>
<PAGE>
Assignor or that the Directors of either party do not constitute
an independent Board.
IN WITNESS WHEREOF, Assignor and Assignee have caused this
Agreement to be signed and delivered by their respective officers,
thereunto duly authorized, all as of the date first written above.
USI AMERICAN HOLDINGS, INC.
By: /s/ George H. MacLean
-------------------------------------
Name: George H. MacLean
Title: Vice President
JACUZZI INC.
By: /s/ George H. MacLean
-------------------------------------
Name: George H. MacLean
Title: Vice President
<PAGE>
<PAGE>
ANNEX A
Assigned Agreements
-------------------
1. Stock Purchase Agreement between HM Holdings, Inc. and USI
American Holdings, Inc., dated May 30, 1995.
2. Purchase Price Allocation Agreement between HM Holdings, Inc. and
USI American Holdings, Inc., dated May 30, 1995.
3. Stock Purchase Agreement between Kaiser Cement Corporation and
USI American Holdings, Inc., dated May 30, 1995.
4. Stock Purchase Agreement between Kidde Industries, Inc. and USI
American Holdings, Inc., dated May 30, 1995.
5. Purchase Price Allocation Agreement between Kidde Industries,
Inc. and USI American Holdings, Inc., dated May 30, 1995.
6. Stock Purchase Agreement between HMB Holdings, Inc. and USI
American Holdings, Inc., dated May 30, 1995.
7. Stock Purchase Agreement between Kidde Industries, Inc. and USI
American Holdings, Inc. for 1,009,443 shares of IAH owned by
Kidde, dated May 30, 1995.
8. Proceeds Participation Agreement between Hanson Natural Resources
Company and USI American Holdings, Inc. with respect to the
shares of Smith Corona Corporation, dated May 30, 1995.
9. Proceeds Participation Agreement between HM Holdings, Inc. and
USI American Holdings, Inc. with respect to the shares of Ground
Round Restaurants, Inc., dated May 30, 1995.
10. Stock Purchase Agreement between Kidde Industries, Inc. and USI
American Holdings, Inc. for 258,600 shares of Richton
International Corporation, dated May 30, 1995.
11. Asset Purchase Agreement between Quantum Chemical Corporation and
USI American Holdings, Inc., dated May 30, 1995.
12. Asset Purchase Agreement between Spartus Corporation and USI
American Holdings, Inc., dated May 30, 1995.
<PAGE>
<PAGE>
13. Stock Purchase Agreement between Endicott Johnson Corporation and
USI American Holdings, Inc., dated May 30, 1995.
14. Purchase Price Allocation Agreement between Endicott Johnson
Corporation and USI American Holdings, Inc., dated May 30, 1995.
15. Asset Purchase Agreement between Endicott Johnson Corporation and
USI American Holdings, Inc., dated May 30, 1995.
16. Asset Purchase Agreement between Hanson America Inc. and USI
American Holdings, Inc., dated May 30, 1995.
17. Real Estate Purchase Agreement between Gold Fields America Corp.
and USI American Holdings, Inc., dated May 30, 1995.
