UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
_______________________
INTERNATIONAL AMERICAN HOMES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
459004 20 6
(CUSIP Number)
_______________________
Michael P. Villa,
c/o International American Homes, Inc.
4640 Forbes Boulevard, Suite 330,
Lanham, Maryland 20706, 301-306-5306
__________________________________________
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
_______________________
JANUARY 26, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement 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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP NO. 459004 20 6 Page 1 of 10 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 459004 20 6 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT J. SUAREZ
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF
SHARES 429,440 (See Item 5)
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
429,440 (See Item 5)
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429,440 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.13%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Page 3
Item 1. SECURITY AND ISSUER
This Statement is the First Amendment to a Statement on Schedule 13D
dated June 10, 1994 (the "Schedule 13D") and relates to the common stock,
par value $.01 per share (the "Common Stock") of International American
Homes, Inc., a Delaware corporation (the "Issuer"). The principal
executive office of the Issuer is located at 4640 Forbes Boulevard, Lanham,
Maryland 20706.
Item 2. IDENTITY AND BACKGROUND
(a) This Statement is being filed on behalf of Robert J. Suarez,
hereinafter referred to as the "Reporting Person."
(b) The business address of the Reporting Person is 4640 Forbes
Boulevard, Lanham, Maryland 20706.
(c) The present principal occupation or employment of the Reporting
Person is President and Chairman of the Issuer. The principal business of
the Issuer is a homebuilding company which, through its subsidiaries,
designs, builds, and sells single-family homes and townhomes.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the Reporting Person was not 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 as
judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of
America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On January 26, 1996 the Reporting Person entered into a Stock Purchase
Agreement (the "Agreement") with PH Property Development Company (the
"Seller") pursuant to which, on that date, the Reporting Person purchased
from Seller for an aggregate purchase price of $223,210 (i) 223,210 shares
of Common Stock, and (ii) an assignment of the $1,800,000 claim of Seller's
assignor to receive certain cash distributions relating to the Chapter 11
bankruptcy proceedings of the Issuer as provided in the Assignment of Claim
(the "Assignment") executed by Seller on January 26, 1996. Copies of the
Agreement and the Assignment are attached hereto as Exhibits 3 and 4,
respectively, and are incorporated herein by reference.
<PAGE>
Page 4
The purchase price was paid out of the personal funds of the Reporting
Person.
Item 4. PURPOSE OF THE TRANSACTION
The shares of Common Stock beneficially owned by the Reporting Person
are being held for investment purposes.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person beneficially owns an aggregate of 429,440
shares of Common Stock, which constitute approximately 16.13% of the
outstanding shares of Common Stock (including shares which are issuable to
the Reporting Person upon the exercise by such Reporting Person of options
that are exercisable within 60 days from the date hereof). Such shares
include (i) shares of Common Stock held of record by him and (ii) 50,000
shares of Common Stock issuable upon the exercise of stock options granted
to him by the Issuer that are exercisable within 60 days from the date
hereof.
(b) The Reporting Person has the sole power to vote or to direct the
vote and the sole power to dispose or to direct the disposition of the
shares of Common Stock beneficially owned by such Reporting Person.
(c) Except as set forth above, the Reporting Person has not effected
any transaction in shares of Common Stock during the preceding 60 days.
(d) To the best knowledge of the Reporting Person, no person other
than the Reporting Person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares
of Common Stock beneficially owned by the Reporting Person.
(e) Not Applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS, WITH
RESPECT TO SECURITIES OF THE ISSUER
Except as described elsewhere in this Statement or as set forth in the
Assignment of Claim, attached as Exhibit 4 hereto and incorporated herein
by reference, to the best knowledge of the Reporting Person there exists no
contract arrangement or understanding or relationship (legal or otherwise)
between the Reporting Person and any person with respect to any securities
of the Issuer, including but not limited to transfer or voting of any the
securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.
<PAGE>
Page 5
Item 7. MATERIALS TO BE FILED AS EXHIBITS
The following documents are filed as exhibits to this Statement:
EXHIBIT NO. DESCRIPTION
3 Stock Purchase Agreement, dated January 26, 1996
between PH Property Development Company and Robert J.
Suarez.
4 Assignment of Claim executed by PH Property Development
Company.
Signature
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this Statement
is true complete and correct.
Date: February 15, 1996 /S/ ROBERT J. SUAREZ
-----------------------------------
Robert J. Suarez
<PAGE>
Page 6
EXHIBIT INDEX
ITEM NO. PAGE NO.
3. Stock Purchase Agreement, dated January
26, 1996 between PH Property Development
Company and Robert J. Suarez. 7
4. Assignment of Claim Executed by PH Property
Development Company 10
EXHIBIT 3
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made the 26th day of January, 1996
BETWEEN
(1) PH PROPERTY DEVELOPMENT COMPANY, a Delaware corporation
("Seller"); and
(2) ROBERT J. SUAREZ ("Purchaser")
WHEREAS
(A) On June 5, 1995, Seller became the beneficial owner of
223,210 shares (collectively, the "Sale Shares") of common
stock, par value $0.01 per share, 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 preemption 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 (the "Purchase Price") shall be Two Hundred Twenty-Three
Thousand Two Hundred and Ten Dollars ($223,210) payable in cash
at the Closing.
(3) CLOSING
Subject to the satisfaction of each of the conditions set
forth in Section 4, the closing of the sale and purchase of the
Sale Shares hereunder (the "Closing") shall take place at the
<PAGE>
offices of the Seller at the 101 Wood Avenue South, Iselin, New
Jersey 08830 (or at such other place as the parties may agree in
writing) at 11:00 a.m., Eastern Standard Time, on January 26th,
1996 (the "Closing Date").
(4) CONDITIONS OF CLOSING
The obligations of Seller to sell, and Purchaser to
purchase, all of the Sale Shares is subject to the condition that
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.
(5) 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 the
registered owner thereof, together with a duly executed
Assignment of Claim in the amount of $1,800,000 relating to
the Chapter 11 proceedings of the Company; and
(b) Purchaser shall transfer to Seller (to such account as
shall be designated by Seller) the Purchase Price in
immediately available funds.
(6) REPRESENTATIONS AND WARRANTIES OF SELLER
6.1 REPRESENTATIONS AND WARRANTIES OF SELLER; Seller hereby
represents and warrants to Purchaser as follows:
(a) Seller is duly organized, validly existing and in good
standing under the laws of the state of Delaware. Seller
has all necessary corporate power and authority to enter
into this Agreement and perform its obligations thereunder.
The execution, delivery and performance by Seller of this
Agreement has been duly authorized by all necessary
corporate action on behalf of Seller, and this Agreement
constitutes the legal, valid and binding obligation of
Seller, enforceable against Seller in accordance with its
terms.
(b) Seller is the owner of the Sale Shares free and clear
of all liens, options, charge, encumbrances, rights of
<PAGE>
preemption or any other third party right.
6.2 REPRESENTATIONS AND WARRANTIES OF PURCHASER; Purchaser
hereby represents and warrants to Seller as follows:
(a) Purchaser has all necessary power and authority to
enter into this Agreement and perform his obligations
thereunder. The execution, delivery and performance by
Purchaser of this Agreement has been duly authorized by all
necessary action on behalf of the Purchaser, and this
Agreement constitutes the legal, valid and binding
obligation of Purchaser, enforceable against Purchaser in
accordance with its terms.
(b) Purchaser is purchasing the Sale Shares for investment
purposes. Purchaser 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.
(7) FURTHER AGREEMENT OF THE PARTIES
Any and all transfer taxes, stamp duties and similar charges
relating to the purchase and sale of the Sale Shares shall be
paid by the Purchaser.
(8) 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 form one and the same agreement.
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.
PH PROPERTY DEVELOPMENT COMPANY PURCHASER
By: /S/ RICHARD A. BUCCARELLI /S/ ROBERT J. SUAREZ
- ----------------------------- ----------------------
RICHARD A. BUCCARELLI ROBERT J. SUAREZ
PRESIDENT
EXHIBIT 4
UNITED STATES BANKRUPTCY COURT FOR THE
DISTRICT OF NEW JERSEY
- -----------------------------------------------------------------------
IN RE: CASE NO. 90-21482-WT
INTERNATIONAL AMERICAN HOMES, INC. CONSOLIDATED
(DEBTOR) CHAPTER 11
ASSIGNMENT OF CLAIM
For the valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned, a creditor of the debtor named above, does
hereby assign, transfer and set over the claim it owns as assignee of IMWA
Equities IX, L.P. in the above matter to Robert J. Suarez, 15818 Fairchild
Drive, Tampa, Florida 33647. The claim referred to above is in the amount
of $1,800,000. Evidence of the terms of the transfer is set forth in a separate
agreement.
For the avoidance of doubt, it is expressly understood that this assignment
does not cover any claims in the above referenced matter owned or asserted
by, through or in favor of WBC Associates Limited Partnership, Harvey C.
Borkin or James M. Wordsworth.
WAIVER OF NOTICE
The undersigned specifically waives Notice of the filing of the foregoing
assignment, as required by BANKRUPTCY RULE 3001 (e) (2), and requests
and consents that an ORDER be entered herein substituting Robert J. Suarez as
the owner of the above described claim in place of the undersigned. It is
requested that any notices or dividend checks by made payable to, and
delivered to the assignee. Further, I do hereby declare, under the penalty of
perjury, I/We are authorized to give this assignment and the statements
contained herein are true and correct.
DATED JAN. 26, 1996 PH PROPERTY DEVELOPMENT COMPANY
------------- --------------------------------
ASSIGNOR-CREDITOR
SIGNED [ILLEGIBLE] /S/ RICHARD A. BUCCARELLI
- ------------------- --------------------------------
WITNESS SIGNATURE
RICHARD A. BUCCARELLI
PRESIDENT
