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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 1)
International American Homes, Inc.
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(Name of Issuer)
Common Stock, par value $.01 459004107
per share
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(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
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(Name, address and telephone number of person authorized to receive
notices and communications)
January 26, 1996
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(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))
(Page 1 of 13 Pages)
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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: 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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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: 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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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: 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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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: 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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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: 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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This Statement is the First Amendment to a Statement on
Schedule 13D dated June 7, 1995 (the "Schedule 13D") and relates to
the common stock, par value $0.01 per share ("Common Stock"), of
International American Homes, Inc., a Delaware corporation (the
"Company").
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".
Unless otherwise indicated, all other terms referred to
herein shall have the same meaning as set forth in the Schedule 13D,
as amended.
Item 4. Purpose of Transaction.
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On January 26, 1996 the Beneficial Owners entered into a
Stock Purchase Agreement (the "Agreement") with Robert J. Suarez
("Suarez") pursuant to which, on that date, the Beneficial Owners sold
an aggregate of 223,210 shares of Common Stock to Suarez for an
aggregate purchase price of $223,210 ($1.00 per share). A copy of the
Agreement is attached hereto as Exhibit 1 and incorporated herein by
reference.
Item 5. Interest in Securities of the Issuer.
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(a) - (b) As of the close of business on January 26, 1996,
none of the Beneficial Owners beneficially owned any shares of Common
Stock.
(c) Reference is made to Item 4 hereof for information
concerning transactions in shares of the Common Stock.
(d) Not applicable.
(e) On January 26, 1996, each of the Beneficial Owners
ceased to be the beneficial owner of any of the shares of Common Stock
previously reported in the Schedule 13D to be beneficially owned by
them.
Item 6. Contracts, Arrangements, Understandings or Relationships
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with Respect to Securities of the Issuer.
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The information set forth in response to Item 4 is
incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits.
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The following is filed herewith as an Exhibit to this First
Amendment to the Schedule 13D:
6. Stock Purchase Agreement, dated January 26, 1996,
between PH Property Development Company and Robert J.
Suarez.
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SIGNATURES
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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: January 30, 1996
U.S. INDUSTRIES, INC.
USI AMERICAN HOLDINGS, INC.
JACUZZI INC.
JUSI HOLDINGS, INC.
PH PROPERTY DEVELOPMENT COMPANY
By:/s/ Steven C. Barre
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Steven C. Barre
Assistant Secretary
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EXHIBIT INDEX
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Item No. Page No.
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6. Stock Purchase Agreement, dated 11
January 26, 1996, between PH
Property Development Company and
Robert J. Suarez.
NYFS11...:\95\78595\0001\1733\SCH1196U.510
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EXHIBIT 6
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
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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
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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
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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
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offices of the Seller at 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
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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
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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
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6.1 Representations and Warranties of Seller; Seller hereby
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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
preemption or any other third party right.
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6.2 Representations and Warranties of Purchaser; Purchaser
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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
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Any and all transfer taxes, stamp duties and similar charges
relating to the purchase and sale of the Sale Shares shall be paid by
Purchaser.
(8) Governing Law; Counterparts
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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
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RICHARD A. BUCCARELLI ROBERT J. SUAREZ
PRESIDENT
NYFS11...:\95\78595\0001\1733\AGR1256V.190
