<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-------------
(Amendment No. 2)
International American Homes, Inc.
- --------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 459004107
per share
- ----------------------------------- -----------------------------------
(Title of class of securities) (CUSIP number)
George H. Hempstead, III, c/o Hanson Industries
99 Wood Avenue South, Iselin, New Jersey 08830 (908) 603-6600
- --------------------------------------------------------------------------
(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 [_].
(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: HANSON PLC
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 ENGLAND
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
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): 0
14 TYPE OF REPORTING PERSON: CO
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<PAGE>
CUSIP No. 459004107 13D
1 NAME OF REPORTING PERSON: HANSON HOLDINGS (1) LTD.
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 ENGLAND
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
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): 0
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 459004107 13D
1 NAME OF REPORTING PERSON: HANSON OVERSEAS HOLDINGS LTD.
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 ENGLAND
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
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): 0
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 459004107 13D
1 NAME OF REPORTING PERSON: HANSON HOLDINGS NETHERLANDS B.V.
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 KINGDOM OF THE NETHERLANDS
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
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): 0
14 TYPE OF REPORTING PERSON: CO
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<PAGE>
CUSIP No. 459004107 13D
1 NAME OF REPORTING PERSON: HM ANGLO-AMERICAN LTD.
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: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
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): 0
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 459004107 13D
1 NAME OF REPORTING PERSON: HANSON AMERICA 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: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
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): 0
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 459004107 13D
1 NAME OF REPORTING PERSON: HM 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: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
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): 0
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 459004107 13D
1 NAME OF REPORTING PERSON: SUPERLITE, 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 ARIZONA
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
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): 0
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 459004107 13D
1 NAME OF REPORTING PERSON: KAISER CEMENT CORPORATION
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 ARIZONA
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
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): 0
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 459004107 13D
1 NAME OF REPORTING PERSON: KIDDE 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: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
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): 0
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
This Statement amends the Statement on Schedule 13D filed
with the Securities and Exchange Commission by Superlite, Inc., Kaiser
Cement Corporation ("Kaiser"), Kidde Industries, Inc. ("Kidde"), PH
Property Development Company ("PH Property"), International Mini-
Warehouse Associates, L.P., IMWA Equities IX, L.P., HM Holdings, Inc.
("HM Holdings"), Hanson America Inc. ("Hanson America"), HM Anglo-
American, Ltd. ("Anglo"), Hanson Holdings Netherlands B.V.
("Netherlands"), Hanson Overseas Holdings Limited ("Overseas"), Hanson
Holdings (1) Limited ("HH-1") and Hanson PLC, with respect to their
beneficial ownership of the Common Stock, par value $.01 per share
("Common Stock") of International American Homes, Inc., a Delaware
corporation (the "Company"), as previously amended by Amendment No. 1
thereto.
This Amendment No. 2 has been executed by Superlite, Inc.,
Kaiser, Kidde, HM Holdings, Hanson America, Anglo, Netherlands,
Overseas and Hanson PLC (collectively referred to herein as the
"Beneficial Owners"). International Mini-Warehouse Associates, L.P.
and IMWA Equities IX, L.P. have been liquidated and have disposed of
their interests in the Company to PH Property. On June 5, 1995,
Kaiser sold all of the outstanding capital stock of PH Property to a
subsidiary of U.S. Industries, Inc., as described in Item 4 of this
Schedule 13D.
Item 4. Purpose of Transaction.
----------------------
On June 5, 1995, Kidde sold 1,009,446 shares of the Common
Stock to Jacuzzi Inc. ("Jacuzzi"), an indirect subsidiary of U.S.
Industries, Inc. ("USI"), pursuant to a stock purchase agreement (the
"Kidde Stock Purchase Agreement"), dated May 30, 1995, between Kidde
and USI American Holdings, Inc. ("USIAH"), a subsidiary of USI and the
parent corporation of Jacuzzi. Also on June 5, 1995, Kaiser sold all
of the outstanding capital stock of PH Property, which directly owns
1,222,653 shares of the Common Stock, to Jacuzzi pursuant to a stock
purchase agreement (the "Kaiser Stock Purchase Agreement"), dated May
30, 1995, between Kaiser and USIAH. 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, dated May 31, 1995 (the "Assignment Agreement").
The Kidde Stock Purchase Agreement and the Kaiser Stock
Purchase Agreement were entered into in connection with the demerger
(eg. spin-off) of the U.S. non-core businesses of Hanson PLC to USI
and its subsidiaries, as announced by Hanson PLC and reported on
Schedule 13D by the Beneficial Owners in February 1995.
NYFS02...:\13\51513\0220\1733\SCH6015K.590
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Each of the Kidde Stock Purchase Agreement, the Kaiser Stock
Purchase Agreement and the Assignment Agreement has been filed as an
Exhibit to this Amendment No. 2 and is incorporated herein by
reference.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a)-(b) As of June 5, 1995, the Beneficial Owners no longer
beneficially owned any shares of the Common Stock.
(c) The information contained in Item 4 of this Amendment No. 2
is incorporated herein by reference.
(e) As a result of the sale of 1,009,446 shares of the Common
Stock directly beneficially owned by Kidde and the sale by Kaiser of
all of the outstanding common stock of PH Property, which directly
beneficially owned 1,222,653 shares of the Common Stock, on June 5,
1995 the Beneficial Owners ceased to be the owners of more than 5% of
the outstanding Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
----------------------------------------
The information contained in Item 4 of this Amendment No. 2
is incorporated herein by reference.
Item 7. Exhibits
--------
The following are filed as Exhibits to this Statement on
Schedule 13D:
3. Stock Purchase Agreement, dated May 30, 1995, between
Kidde Industries, Inc. and USI American Holdings, Inc.
4. Stock Purchase Agreement, dated May 30, 1995, between
Kaiser Cement Corporation and USI American Holdings, Inc.
5. Assignment and Assumption Agreement, dated May 31,
1995, between USI American Holdings, Inc. and Jacuzzi Inc.
NYFS02...:\13\51513\0220\1733\SCH6015K.590
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<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
HANSON PLC
HANSON HOLDINGS (1) LIMITED
HANSON OVERSEAS HOLDINGS LIMITED
HANSON HOLDINGS NETHERLANDS B.V.
By: /s/ George H. Hempstead, III
----------------------------------------
George H. Hempstead, III
Attorney-in-Fact
HM ANGLO-AMERICAN, LTD.
HANSON AMERICA INC.
HM HOLDINGS, INC.
SUPERLITE, INC.
KAISER CEMENT CORPORATION
KIDDE INDUSTRIES, INC.
By: /s/ George H. Hemstead, III
----------------------------------------
George H. Hempstead, III
Vice President
NYFS02...:\13\51513\0220\1733\SCH6015K.590
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EXHIBIT INDEX
-------------
Item No. Page No.
-------- --------
3. Stock Purchase Agreement, dated
May 30, 1995, between Kidde
Industries, Inc. and USI American
Holdings, Inc.
4. Stock Purchase Agreement, dated May
30, 1995, between Kaiser Cement
Corporation and USI American
Holdings, Inc.
5. Assignment and Assumption
Agreement, dated May 31, 1995,
between USI American Holdings,
Inc. and Jacuzzi Inc.
NYFS02...:\13\51513\0220\1733\SCH6015K.590
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Exhibit 3
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
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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.
NYFS02...:\13\51513\0220\1323\POSSPAKA.43A
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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
NYFS02...:\13\51513\0220\1323\POSSPAKA.43A
<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.
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<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
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<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.
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<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
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<PAGE>
Exhibit 4
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
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<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").
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<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.
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<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
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<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
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<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
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<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
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<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
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<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,
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<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.
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<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
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<PAGE>
Exhibit 5
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
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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
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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.
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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.
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