SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240, 14a-1l(c) or 240,14a-12
INTERNATIONAL AMERICAN HOMES, INC.
(Name of Registrant Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee:
(Check the appropriate box)
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) or Schedule 14A.
[ ] $500 per each party to the controversy
pursuant to Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1 ) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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_________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held
September 12, 1996
_________________________________________________
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of
International American Homes, Inc., a Delaware corporation (the "Company"),
will be held at 10:00 A.M. on Thursday, September 12, 1996 at the Harbor Court
Hotel, 550 Light Street, Baltimore, Maryland, for the purpose of considering
and acting upon the following matters as set forth in the accompanying Proxy
Statement:
1. To elect one director to hold office as specified in the accompanying
Proxy Statement;
2. To approve the appointment of Arthur Andersen LLP as auditors of the
financial statements of the Company and its consolidated subsidiaries for the
fiscal year ending March 31, 1997; and
3. To transact such other business as may properly come before the meeting or
any adjournment or postponement thereof.
Only stockholders of record at the close of business on July 15, 1996 are
entitled to notice of and to vote at the meeting or any adjournment or
postponement thereof.
By Order of the Board of Directors,
/s/ Robert I. Antle
Robert I. Antle
Executive Vice President and Secretary
August 2, 1996
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, PLEASE MARK, SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED
POSTAGE-PAID, ADDRESSED ENVELOPE. YOU MAY NEVERTHELESS VOTE IN PERSON IF YOU
ATTEND THE MEETING.
<PAGE>
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is being furnished in connection with the solicitation
of proxies by the Board of Directors of International American Homes, Inc., a
Delaware corporation (the "Company"), for the Annual Meeting of Stockholders of
the Company to be held at 10:00 A.M. on Thursday, September 12, 1996 at the
Harbor Court Hotel, 550 Light Street, Baltimore, Maryland, and at any
adjournment or postponement thereof (the "Meeting"). The approximate date on
which this Proxy Statement and proxy included herewith are first being sent to
stockholders is August 2, 1996. The mailing address of the Company's principal
executive offices is 4640 Forbes Boulevard, Suite 330, Lanham, Maryland 20706.
Stockholders are requested to execute and return the enclosed proxy in the
accompanying envelope, which requires no postage if mailed in the United
States. Execution and return of the proxy in the accompanying form will not in
any way affect a stockholder's right to attend the Meeting and, if the proxy is
revoked, to vote in person. Proxies which are returned properly executed and
not revoked will be voted in accordance with the instructions therein or, if no
instruction is given, for the election of the Board of Directors' nominee for
director and the proposal described herein. A stockholder giving a proxy may
revoke it any time before it is exercised by filing with the Secretary of the
Company a written revocation or duly executed proxy bearing a later date.
Presence at the Meeting will not, in and of itself, revoke the proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
VOTING SECURITIES
Only stockholders of record at the close of business on July 15, 1996 (the
"Record Date") are entitled to notice of and to vote at the Meeting. The
outstanding voting securities of the Company on the Record Date consisted of
2,734,395 shares of common stock, par value $.01 per share ("Common Stock").
Each share of Common Stock entitles the holder thereof to one vote on all
matters to come before the Meeting, including the election of directors.
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership of
the Common Stock as of July 15, 1996 held by (i) each director of the Company,
the nominee for director, and each executive officer whose name appears in the
Summary Compensation Table below, and all directors, nominees for director, and
executive officers as a group and (ii) each person who is known by the Company
to be the beneficial owner of more than five percent (5%) of the issued and
outstanding shares of Common Stock. Except as noted, the individuals named in
the table have sole voting and investment power with respect to all shares of
Common Stock shown as beneficially owned by them:
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Number of Shares Percent
NAME Beneficially Owned of Class
Robert J. Suarez (1) 651,066 23.38%
Kenneth W. Carlson 97,918 3.58%
William D. Aiken(2) 1,666 *
Dionel Cotanda(2) 18,414 *
Peter A. Davis(2) 135,666 4.96%
Robert E. Everett(2) 1,666 *
Brian Gibney(2) 1,666 *
Jeffrey D. Prol(2) 2,666 *
James G. Farr 0 *
Robert I. Antle (3) 12,795 *
Michael P. Villa (4) 5,528 *
All current directors, nominee for 930,551 33.26%
director, and executive officers as
a group (11 persons) (5)
- -----------------------------------------
*Less than one percent (1%).
(1)Includes 50,000 shares of Common Stock which Mr. Suarez has the right to
acquire within sixty (60) days through the exercise of options. Such shares
are deemed to be outstanding for the purpose of computing the percentage of
class beneficially owned by Mr. Suarez, but not for the purpose of computing
the percentage of class beneficially owned by any other person.
(2)Includes 1,666 shares of Common Stock which each director has the right
to acquire within sixty (60) days through the exercise of options. Such
shares are deemed to be outstanding for the purpose of computing the
percentage of class beneficially owned by each of those directors, but not
for the purpose of computing the percentage of class beneficially owned by
any other person.
(3)Includes 1,500 shares of Common Stock which Mr. Antle has the right to
acquire within sixty (60) days through the exercise of options. Such shares
are deemed to be outstanding for the purpose of computing the percentage of
class beneficially owned by Mr. Antle, but not for the purpose of computing
the percentage of class beneficially owned by any other person.
(4)Includes 1,500 shares of Common Stock which Mr. Villa has the right to
acquire within sixty (60) days through the exercise of options. Such shares
are deemed to be outstanding for the purpose of computing the percentage of
class beneficially owned by Mr. Villa, but not for the purpose of computing
the percentage of class beneficially owned by any other person.
(5)Includes 62,996 shares of Common Stock which current officers and
directors have the right to acquire within sixty (60) days through the
exercise of options. Such shares are deemed to be outstanding for the
purpose of computing the percentage of class beneficially owned by the
directors and executive officers as a group, but not for the purpose of
computing the percentage of class beneficially owned by any other group.
ELECTION OF DIRECTORS
On April 16, 1990, the Company and certain of its wholly-owned subsidiaries
filed voluntary petitions for relief under Chapter 11, Title 11 of the United
States Code in the United States Bankruptcy Court for the District of New
Jersey (the "Bankruptcy Court"). On August 12, 1992, the Bankruptcy Court
entered an order confirming the Company's Plan of Reorganization (the "Plan" or
"Plan of Reorganization"). The Plan became effective on August 27, 1992 (the
"Effective Date").
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The Plan stipulates how the Board of Directors is to be structured during the
six-year period beginning on the Effective Date. The Plan provides that during
that six-year period, the Board of Directors shall consist of (i) the
Presidents of Suarez Housing Corporation and Porten Sullivan Corporation, the
principal subsidiaries of the Company; (ii) four directors to be appointed by
the Creditors Committees; and (iii) three directors to be elected by the
stockholders. Four directors were appointed by the Creditors Committees in
1992. Three directors were elected by the stockholders at the 1995 Annual
Meeting, one of whom, Mr. Philip T. Mercer, resigned as a director on November
20, 1995. The director who is to be elected by the stockholders at the Meeting
will serve the remaining two years of Mr. Mercer's term or until his successor
is elected and qualified at the following Annual Meeting. The Board of
Directors has nominated Mr. James G. Farr for election as a director of the
Company. The nominee has consented to serve if so elected; but, if for any
reason he should not be available or able to serve at the time of the Meeting,
the accompanying proxy will be voted for the election of such other person or
persons as the Board of Directors may recommend.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR ITS NOMINEE
FOR DIRECTOR, AND SIGNED PROXIES WHICH ARE RETURNED WILL BE SO VOTED UNLESS A
CONTRARY VOTE IS DESIGNATED ON THE PROXY CARD.
NOMINEE FOR THE BOARD OF DIRECTORS
Set forth below is certain information regarding the nominee for the Board of
Directors including his age, his principal occupation during the past five
years and certain other directorships, if any, held by him.
James G. Farr (age 47)
Mr. Farr is an attorney and has for a period of more than five years been
the President and Chief Executive Officer of Paramount Title Corporation,
a company of which he is the sole stockholder. Paramount Title
Corporation conducts a transactional real estate practice and title
insurance business in Tampa, Florida.
DIRECTORS CONTINUING IN OFFICE
The following table sets forth, as to each director continuing in office,
such director's name, his age, the year in which he was first elected a
director of the Company, his principal occupation during the past five years
and certain other directorships, if any, held by him.
Name, Age, Principal Occupation, Served as
and Other Directorships Director Since
Robert J. Suarez (age 47) ................................................1992
Mr. Suarez was appointed Chairman and President of the Company in
September 1992. He co-founded Suarez Housing Corporation in 1974. Mr.
Suarez has for more than five years served as Chairman and President of
Suarez Housing Corporation.
Kenneth W. Carlson (age 62) ..............................................1995
Mr. Carlson became a member of the Board of Directors in May 1995 when he
was appointed President of Porten Sullivan Corporation. Mr. Carlson has
served as President and Chairman of Porten Sullivan Corporation since May
1995. Prior to 1995, and for a period of more than five years, Mr.
Carlson was the President and Chief Executive Officer of Diversified
Homes, a company in which he was the sole stockholder. Diversified Homes
was a diversified integrated homebuilding company which operated in
Maryland, Virginia, and Florida.
William D. Aiken (age 39) ................................................1992
Mr. Aiken was appointed to the Board of Directors by the Official
Creditors Committee in the Reorganization Cases of International American
Homes, Inc., Inland Pacific Communities, Inc., Porten Sullivan Corporation
of Florida, Suarez Housing Corporation, Beacon Hill Farm Associates II and
Lakeview Professional Park (the "IAH Creditors Committee"). Mr. Aiken is
also a director of Suarez
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Housing Corporation. Mr. Aiken is a Certified
Public Accountant who has been engaged in private practice in Lake Worth,
Florida since 1992. Prior to 1992, and for a period of more than five
years, Mr. Aiken was the Chief Financial Officer of Pope Associates, Tru-
Line Industries, and ADP Lumber, which were primarily engaged in the
businesses of retail building materials and roof and floor truss
manufacturing in Southeastern Florida.
Dionel Cotanda (age 58) ..................................................1992
Mr. Cotanda was appointed to the Board of Directors by the IAH Creditors
Committee. Mr. Cotanda is also a director of Suarez Housing Corporation.
Mr. Cotanda has been President, Chief Executive Officer and director of
Robbins Engineering, Inc. since its organization in 1990. In addition,
Mr. Cotanda has for a period of more than five years been Vice President
and since 1993 been a director of Robbins Manufacturing Company. Robbins
Engineering, Inc. is a supplier of engineering services, metal plate
connectors and software to the metal plate connected wood truss industry.
Robbins Manufacturing Company is a supplier of metal plate connected wood
trusses, lumber and related building material products. Robbins
Engineering, Inc. and Robbins Manufacturing Company are both located in
Tampa, Florida.
Peter A. Davis (age 59)...................................................1994
Mr. Davis has been a consultant to the Company since November 1992. Mr.
Davis was employed by the Company from January 1985 to November 1992 in
various capacities. From June 1989 until September 1992 he served as
Executive Vice President of the Company and from January 1985 to June 1989
he served as the Chief Financial Officer of the Company. From May 1988 to
September 1992 he was a director of the Company. Mr. Davis is a Certified
Public Accountant.
Robert E. Everett (age 63) ...............................................1992
Mr. Everett was appointed to the Board of Directors by the Official
Creditors Committee in the Reorganization Cases of Porten Sullivan
Corporation and J&S Development Associates (the "Porten Sullivan Creditors
Committee"). Mr. Everett is also a director of Porten Sullivan
Corporation. Mr. Everett has for a period of more than five years been
Executive Vice President of McCrea Equipment Company, Inc., a heating,
ventilating and air conditioning contractor in Metropolitan Washington,
D.C.
Brian Gibney (age 44) ....................................................1992
Mr. Gibney was appointed to the Board of Directors by the Porten Sullivan
Creditors Committee. Mr. Gibney is also a director of Porten Sullivan
Corporation. Mr. Gibney is a Certified Public Accountant, and has for a
period of more than five years been a shareholder in the public accounting
firm of M.D. Oppenheim & Company in Piscataway, New Jersey where he is
engaged in commercial auditing and accounting and litigation support
practice.
Jeffrey D. Prol (age 33)..................................................1994
Mr. Prol is an attorney and for a period of more than five years has been
associated with the law firm of Ravin, Sarasohn, Cook, Baumgarten, Fisch &
Baime, P.C. ("Ravin, Sarasohn") of Roseland, New Jersey. Ravin, Sarasohn
served as counsel to the Company in connection with the Chapter 11
bankruptcy filings. Mr. Prol was one of the principal attorneys involved
in that matter.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors has an Executive Committee which has the authority to
review and approve all land acquisitions by the Company's subsidiaries and all
guarantees by the Company of loans to the Company's subsidiaries. Members of
the Executive Committee are Mr. Suarez, Mr. Carlson, Mr. Cotanda, Mr. Davis,
and Mr. Everett.
The Board of Directors has an Audit Committee which reviews the Company's
internal controls, accounting policies, financial reporting, and the scope and
results of the audit engagement. It meets with appropriate Company financial
personnel and independent auditors in connection with these reviews. The
Committee also recommends to the
4
<PAGE>
Board the appointment of the independent auditors. Members of the Audit
Committee are Mr. Gibney, Mr. Aiken, and Mr. Davis.
The Board of Directors has a Compensation Committee which makes
recommendations to the Board of Directors regarding the amount of and form of
compensation awarded to the executive officers of the Company and to other
employees of the Company whose annual salaries exceed $75,000 per year. The
Compensation Committee also administers the Company's Non-Qualified Stock
Option Plan. Members of the Compensation Committee are Mr. Cotanda, Mr. Davis,
and Mr. Everett.
The Board of Directors has a Nominating Committee which recommends to the
Board of Directors candidates for election as directors and will consider
nominations by stockholders submitted in writing to the Chairman of the Board
of Directors. Members of the Nominating Committee are Mr. Suarez, Mr. Carlson,
and Mr. Cotanda.
The Board of Directors has a Conflicts of Interest Committee which approves
transactions involving any actual or potential conflict of interest between the
Company and any officer, director, employee, or agent. Members of the
Conflicts of Interest Committee are Mr. Prol and Mr. Gibney.
Four meetings of the Board of Directors were held during the fiscal year
ended March 31, 1996. All of the Directors attended at least 75% of those
meetings. Two meetings of the Audit Committee, one meeting of the Compensation
Committee, and one meeting of the Nominating Committee were held during the
fiscal year ended March 31, 1996.
DIRECTOR COMPENSATION
Directors who are employees of the Company receive no additional remuneration
for their services as directors. Non-employee directors -- those directors not
entitled to receive any salary from the Company or its subsidiaries -- receive
for each Board or committee meeting attended, a fee of $1,000 and reasonable
travel and other out-of-pocket expenses incurred. See "Executive Compensation
- -- Compensation Committee Interlocks and Insider Participation" for information
regarding the consulting agreement and the Participation Agreement between the
Company and Mr. Peter A. Davis.
EXECUTIVE OFFICERS
Set forth below is certain information concerning the executive officers of
the Company who are not directors, including all positions and offices with the
Company held by each such person, the person's age, the period during which he
served in such positions and offices, the person's principal occupation and
employment during the past five years. Such information concerning all other
executive officers of the Company (who also are directors of the Company) is
set forth in the table above relating to directors of the Company. The term of
office of each executive officer of the Company expires in accordance with the
Bylaws of the Company.
Robert I. Antle (age 41)
Robert I. Antle became Vice President and Secretary of the Company in
September 1992. In February 1995 he became Executive Vice President and
Secretary of the Company. He has for more than five years been employed
by Suarez Housing Corporation, and currently serves as Vice President,
Secretary and Chief Financial Officer of that company.
Michael P. Villa (age 42)
Michael P. Villa became Vice President, Treasurer and Chief Financial
Officer of the Company in September 1992. He has for a period of more
than five years served as Chief Financial Officer of Porten Sullivan
Corporation and he currently serves as Vice President, Treasurer and
Secretary of that company.
There are no family relationships among the directors, nominee for director,
and executive officers of the Company.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth a summary of annual and long-term compensation
paid by the Company during the fiscal years ended March 31, 1996, 1995, and
1994 to the Chief Executive Officer of the Company and to the other executive
officers of the Company whose total compensation for the fiscal year ended
March 31, 1996 was in excess of $100,000.
<TABLE>
<CAPTION>
Summary Compensation Table (1)
Annual Compensation
<S> <C> <C> <C> <C>
Name and Year Salary Bonus All Other
Principal Position ($) ($) Compensation(3)
- ------------------------ ------- ---------- -------- ---------------
Robert J. Suarez, (2) 1996 $281,115 $ 0 $500
Chairman and President 1995 262,006 0 0
1994 254,687 0 0
Robert I. Antle, (2) 1996 $142,286 $15,000 $500
Executive Vice President 1995 140,300 13,000 0
and Secretary 1994 112,548 35,000 0
Kenneth W. Carlson, (2) 1996 $138,462 $ 0 $0
Vice President 1995 0 0 0
1994 0 0 0
Michael P. Villa, (2) 1996 $100,000 $12,000 $500
Vice President, 1995 102,923 0 0
Treasurer and Chief 1994 84,231 0 0
Financial Officer
</TABLE>
- -----------------------------
(1)The columns designated for the reporting of other annual compensation,
restricted stock awards, long-term incentive plan payouts, and long-term
compensation awards have been omitted because no compensation of a type
required to be reported under such columns was paid to the named executive
officers during the period covered by the table. The Company does not grant
stock appreciation rights of any kind.
(2)Upon the confirmation of the Plan of Reorganization on August 12, 1992,
Suarez Housing Corporation entered into an employment agreement with Robert
J. Suarez. See "Employment Agreements" below. Subsequently, in September
1992, Mr. Suarez, Mr. Antle, and Mr. Villa were appointed to their positions
as Chairman and President, as Vice President and Secretary, and as Vice
President, Treasurer and Chief Financial Officer of the Company,
respectively. Mr. Antle was subsequently elevated to the rank of Executive
Vice President. Mr. Carlson was hired on May 12, 1995 and was appointed to
the position of Vice President in June 1995. Accordingly, the compensation
appearing on the table above represents all compensation received by the
named executive officers from Suarez Housing Corporation, in the case of Mr.
Suarez and Mr. Antle, and Porten Sullivan Corporation, in the case of Mr.
Carlson and Mr. Villa, during the fiscal years ended March 31, 1996, 1995,
and 1994. The named executive officers do not receive compensation directly
from the Company.
(3)The entire amount shown represents Company matching contributions under the
Company's 401(k) plan.
STOCK OPTIONS
No stock options were granted to any named executive officers during the
fiscal year ended March 31, 1996.
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The following table sets forth certain information with respect to the named
executive officers concerning the exercise of stock options during the fiscal
year ended March 31, 1996 and the value of unexercised stock options held as of
March 31, 1996.
Aggregated Option Exercises in the Last Fiscal Year and Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities Value of Securities
Shares Value Underlying Unexercised Underlying Unexercised
Acquired on Realized Options In-the-Money Options
Exercise (#) ($) at Fiscal Year End at Fiscal Year End ($){1}
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Robert J. 0 $ 0 50,000 0 $29,688 $ 0
Suarez
Robert I. 0 0 1,500 1,000 891 594
Antle
Kenneth W. 0 0 0 0 0 0
Carlson
Michael P. 0 0 1,500 1,000 891 594
Villa
</TABLE>
{1} The fair market value of the Common Stock at the Company's fiscal year
end, March 31, 1996, was $1.09 per share as reported by the National
Quotation Bureau. Such reported price reflects inter-dealer prices,
without retail mark-up, mark-down, or commission and may not
necessarily represent actual transactions.
EMPLOYMENT AGREEMENT
In accordance with the terms of the Plan, the Company entered into
an employment agreement with Robert J. Suarez. The employment
agreement was approved by the Bankruptcy Court as part of the Plan
and became effective as of the date of confirmation of the Plan,
August 12, 1992. Mr. Suarez is currently employed by the Company as
Chairman and President. He is also employed by Suarez Housing
Corporation as Chairman and President. The employment agreement
originally was to expire on August 12, 1995 and was extended by the
Board in June 1995 for three additional years, subject to certain
modifications, so that it now expires on August 12, 1998. The
employment agreement provides for base compensation during the
initial three-year term of $250,000 per annum to be adjusted annually
in accordance with changes in the Consumer Price Index ("CPI"). At
August 12, 1993 the base compensation was adjusted to $257,500 per
annum, and at August 12, 1994 the base compensation was adjusted to
$264,710 per annum. Mr. Suarez' base compensation was increased to
$290,000 on August 12, 1995 and thereafter will be adjusted annually
in accordance with changes in the CPI. The employment agreement can
be terminated at any time for cause, without any further payment. If
the employment agreement is terminated without cause, Mr. Suarez
shall be entitled to additional compensation equal to six months'
pay. The employment agreement, as extended, provides that in the
event Mr. Suarez' employment agreement is not renewed on
substantially the same terms and conditions, the Company will pay Mr.
Suarez six months' base compensation in return for his consulting
services during such period. Mr. Suarez agreed, for a number of
months (such number of months to coincide with the number of months
of termination or non-renewal benefit) after any termination of his
employment, not to engage in any business enterprise involving the
sale and/or construction of residential housing in direct competition
with the Company. Mr. Suarez also agreed, for one year after any
termination of his employment, not to induce any employee of the
Company to render any services, absent the Company's prior written
approval, to or for any person or entity in direct competition with
the Company's then existing construction activities.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Dionel Cotanda, a member of the Compensation Committee of the
Board of Directors, is President, Chief Executive Officer, and Director
of Robbins Engineering, Inc. and Vice President and Director of Robbins
Manufacturing Company. During the year ended March 31, 1996, Robbins
Engineering, Inc. and Robbins Manufacturing Company sold engineering
services, metal plate connected wood trusses, lumber, and related
building material products in the amount of approximately $2,798,000 to
Suarez Housing Corporation.
Mr. Robert E. Everett, a member of the Compensation Committee of the
Board of Directors, is Executive Vice President of McCrea Equipment
Company, Inc. During the year ended March 31, 1996, McCrea Equipment
Company sold heating, ventilating and air conditioning systems in the
amount of approximately $568,000 to Porten Sullivan Corporation.
Mr. Peter A. Davis, a member of the Compensation Committee of the
Board of Directors, has served as a consultant to the Company since
November 1992. The Company entered into a one-year consulting agreement
with Mr. Davis commencing November 1, 1992. This agreement was
subsequently renewed under similar terms and conditions for three
additional one-year terms which expire on November 1, 1996. The
agreement provides for Mr. Davis to assist the Company in a broad range
of areas. Mr. Davis receives compensation at the rate of $1,000 per day
with a minimum compensation of $25,000 per year, and effective July 1,
1996 with a minimum compensation of $42,000 per year. During the fiscal
year ended March 31, 1996, the Company paid $25,000 to Mr. Davis for his
consulting services.
Mr. Peter A. Davis has entered into a Participation Agreement with
Suarez Housing Corporation for the construction and sale of custom homes
in Martin County, Florida. Suarez Housing Corporation will own the
property acquired and provide administrative support services. Mr.
Davis will manage construction and sales activities. The parties have
agreed to equally fund capital contributions as required. Profits or
losses will be shared equally. Mr. Davis has agreed to fund the
construction costs for the initial home and will receive reimbursement
on such funds advanced at the monthly effective rate paid on bank
borrowings by Suarez Housing Corporation. Construction of the initial
home commenced in April, 1996 in Stuart, Florida.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective January 1994, Mr. Suarez agreed to personally guarantee
certain bank loans for Suarez Housing Corporation. At March 31, 1996,
the maximum aggregate principal amount of loans eligible for the
guarantee was $14,500,000, and the outstanding principal amount of the
loans guaranteed at March 31, 1996 was $5,516,000. The Company has
agreed to indemnify Mr. Suarez in the event that this personal guarantee
is called upon, and to the extent that Mr. Suarez makes any payments on
account of the guarantees, he will succeed to the secured interests of
the party to whom the payment is made. The Board of Directors has
granted additional compensation to Mr. Suarez in consideration for his
personal guarantees. The additional compensation is equal to one
percent (1%) per annum of the maximum aggregate principal amount of
loans that could be guaranteed. Mr. Suarez has voluntarily limited such
compensation to $80,000 per year. During the fiscal year ended March
31, 1996, the Company paid $80,000 to Mr. Suarez in consideration for
his personal guarantees.
During the fiscal year ended March 31, 1996, Suarez Housing
Corporation paid $612,000 for twenty-four finished building lots that it
purchased from a partnership in which Mr. Suarez is a one-third partner
and in which the brother of Mr. Suarez is a one-third partner. Such
purchase was in the normal course of business and was at a price based
on an independent appraisal.
Mr. James G. Farr, a nominee for director, is the sole stockholder and
President and Chief Executive Officer of Paramount Title Corporation.
During the year ended March 31, 1996, Paramount Title Corporation
provided settlement and title insurance services for substantially all
the homes sold by Suarez Housing Corporation.
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL
The Compensation Committee administers the Company's executive
compensation program and makes specific recommendations to the Board of
Directors regarding the amount and form of compensation awarded to the
executive officers of the Company and to other employees of the Company
whose annual salaries exceed $75,000 per year. The Compensation
Committee also administers the Company's Non-Qualified Stock Option
Plan. The Compensation Committee is composed of three non-employee
directors. See "The Board and its Committees."
The Company's executive compensation program is intended to enable the
Company to attract, retain and motivate highly qualified executives for
the Company and to create an incentive to increase stockholder value.
This policy is implemented through the payment of salaries and bonuses
and the granting of stock options.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
In accordance with the terms of the Plan, on August 12, 1992 Suarez
Housing Corporation entered into an employment agreement with Robert J.
Suarez pursuant to which he serves as Chairman and President of Suarez
Housing Corporation. See "Executive Compensation -- Employment
Agreements" above. This employment agreement, which was approved by the
Bankruptcy Court, governed the terms of Mr. Suarez' employment including
his compensation and covered the period from August 12, 1992 through
August 12, 1995, at which time Mr. Suarez' annual salary was $262,006.
On June 22, 1995, the Compensation Committee recommended and the Board
of Directors approved a three-year renewal of Mr. Suarez' employment
agreement with an annual salary of $290,000. Factors that were
considered in making this recommendation included the performance of the
Company and the compensation received by Chief Executive Officers of
comparable companies. The market value of the Company's stock was not a
factor considered in determining the Chief Executive Officer's
compensation. All of Mr. Suarez' compensation is received from Suarez
Housing Corporation. He does not receive any compensation directly from
the Company.
COMPENSATION OF OTHER EXECUTIVE OFFICERS
The Compensation Committee made recommendations regarding the
compensation of the Company's other executive officers. In those
instances Mr. Suarez, the Chairman and President, and Mr. Carlson, the
Vice President, who were recognized to be most familiar with the
individual employees, made recommendations to the Committee as to the
amount of the proposed remuneration. Factors considered with respect to
each component of compensation were subjective, such as perceptions of
the Company's and the individual's performance and any changes or
planned changes in functional responsibility. Also considered were the
prevailing levels of compensation within the markets where the Company
operates. The market value of the Company's stock was not a factor
considered in setting executive officer compensation.
Members of the Compensation Committee
Dionel Cotanda
Peter A. Davis
Robert E. Everett
9
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares, on a cumulative basis, the yearly
percentage change during the five years ended March 31, 1996 in (i) the total
stockholder return on Common Stock of the Company with (ii) the total return
on the Standard & Poor's 500 Index and with (iii) the total return on the
Standard & Poor's Homebuilding Group Index. Such yearly percentage change has
been measured by dividing (i) the sum of (a) the amount of dividends for the
measurement periods, assuming dividend reinvestment, and (b) the price per
share at the end of the measurement period less the price per share at the
beginning of the measurement period, by (ii) the price per share at the
beginning of the measurement period. The price of each unit has been set at
$100 on March 31, 1991 for preparation of the graph.
TOTAL RETURN TO STOCKHOLDERS
<TABLE>
<CAPTION>
March March August 12, || August 12, March March March March
1991 1992 1992 || 1992 1993 1994 1995 1996
<S> <C> <C> <C> || <C> <C> <C> <C> <C>
||
International American Homes, Inc. 100 50.00 141.49 || 100 41.35 158.64 104.37 91.34
||
S&P 500 Index 100 111.04 115.83 || 100 110.43 112.05 129.50 171.07
||
S&P Homebuilding Index 100 150.60 135.06 || 100 123.41 129.46 97.33 122.57
</TABLE>
The first period shown on the graph (left of the double vertical bar) is from
March 31, 1991 to August 12, 1992 and includes the shares of Common Stock that
were outstanding and traded prior to the date of confirmation of the Company's
Plan of Reorganization. Pursuant to the provisions of the Plan of
Reorganization, 2,043,296 shares of Common Stock have been issued to creditors
since August 12, 1992.
The second period shown on the graph (right of the double vertical bar) is
from August 12, 1992 to March 31, 1996 and includes 2,734,395 shares of Common
Stock.
10
<PAGE>
PROPOSAL ONE
APPOINTMENT OF INDEPENDENT AUDITORS
At the Meeting, the Board of Directors of the Company will recommend
stockholder approval of Arthur Andersen LLP as auditors of the financial
statements of the Company and its consolidated subsidiaries for the fiscal
year ending March 31, 1997. Although not required to do so, the Board of
Directors is submitting the appointment of Arthur Andersen LLP for approval
at the Meeting. Arthur Andersen LLP has audited the Company's financial
statements since 1989. Representatives of Arthur Andersen LLP are expected
to be present at the Meeting to respond to stockholders' questions and to
make a statement if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL ONE, AND SIGNED
PROXIES WHICH ARE RETURNED WILL BE SO VOTED UNLESS A CONTRARY VOTE IS
DESIGNATED ON THE PROXY CARD.
STOCKHOLDER PROPOSALS
From time to time, stockholders present proposals which may be proper
subjects for inclusion in the Proxy Statement and for consideration at the
Annual Meeting of Stockholders. Proposals of stockholders of the Company
intended to be presented at the Annual Meeting of Stockholders of the Company
in 1997 must be received by the Secretary of the Company at 4640 Forbes
Boulevard, Suite 330, Lanham, Maryland 20706 not later than April 4, 1997 and
must otherwise comply with the rules of the Securities and Exchange
Commission to be eligible for inclusion in the Proxy Statement and proxy for
the Annual Meeting in 1997. If the date of such meeting is changed by more
than thirty (30) days from its currently contemplated date, proposals must be
received a reasonable time before solicitation of proxies for such meeting is
made.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than ten percent of the
Company's Common Stock (the "Reporting Persons"), to file reports of
ownership and changes in ownership of such securities with the Securities and
Exchange Commission. Officers, directors and greater than ten percent
beneficial owners are required by applicable regulations to furnish the
Company with copies of all Section 16(a) forms they file. The Company is not
aware of any beneficial owner of more than ten percent of its Common Stock
other than Mr. Robert J. Suarez.
Based solely upon review of the copies of the forms furnished to the
Company, or written representations from certain Reporting Persons, the
Company believes that during the fiscal year ended March 31, 1996 all filings
required to be made by Reporting Persons were made on a timely basis except
that the following reports were filed subsequent to the applicable due date:
one report on Form 5 each of Mr. Aiken, Mr. Everett, Mr. Prol, Mr. Davis, Mr.
Gibney, and Mr. Cotanda relating to the grant of stock options pursuant to
the Company's Non-Employee Directors Stock Option Plan in September 1995.
11
<PAGE>
OTHER MATTERS
VOTING PROCEDURES
The votes of stockholders present in person or represented by proxy at the
Meeting will be tabulated by an inspector of election appointed by the
Company. The inspector's duties include determining the number of shares
represented at the Meeting, counting all votes and ballots and certifying the
determination of the number of shares represented and the outcome of the
balloting.
The presence, in person or by proxy, of stockholders entitled to cast at
least a majority of the votes which all stockholders are entitled to cast
shall constitute a quorum. Assuming a quorum is present, a director will be
elected by the holders of a plurality of the shares of Common Stock present
in person or by proxy and entitled to vote at the Meeting. The affirmative
vote of the holders of a majority of the shares of Common Stock present in
person or represented by proxy at the Meeting is required for the approval of
Proposal One.
Abstentions will have no direct effect on the outcome of the vote for the
election of directors, but will have the practical effect of voting against
the proposal. Votes withheld by brokers in the absence of instructions from
street name holders will not affect the election of directors or the approval
of Proposal One since the shares held by such street name holders are not
considered present for voting purposes.
OTHER PROPOSALS
As of the date of this Proxy Statement, the Company does not know of any
other business that will come before the Meeting other than as set forth in
the Notice of Annual Meeting of Stockholders. However, if any other business
should properly come before the Meeting, proxies will be voted with respect
thereto in accordance with the discretion of the proxy holders.
COST OF SOLICITATION
The cost of preparing, assembling and mailing this proxy soliciting
material and Notice of Annual Meeting of Stockholders will be paid by the
Company. The Company may retain Georgeson & Company Inc., a professional
soliciting organization, to assist in soliciting proxies for a fixed fee of
$1,000 plus an additional fee based on the number of telephone calls made
plus reimbursement of reasonable out-of-pocket expenses. Solicitation by
mail, telephone, facsimile, or personal solicitation may also be done by
directors, executive officers, or regular employees of the Company and its
subsidiaries, for which they will receive no additional compensation.
Brokerage houses and other nominees, fiduciaries, and custodians nominally
holding shares of the Company's stock as of the record date will be requested
to forward proxy soliciting material to the beneficial owners of such shares,
and will be reimbursed by the Company for their reasonable expenses.
THE COMPANY'S ANNUAL REPORT ON FORM 10-K
The Company's most recent annual report on Form 10-K including the
financial statements and schedules thereto, which the Company has filed with
the Securities and Exchange Commission, is being mailed to all stockholders
of record together with the Proxy Statement.
Additional copies of the Form 10-K will be provided without charge upon the
written request of any stockholder. Such requests may be sent to Michael P.
Villa, Vice President, Treasurer and Chief Financial Officer, International
American Homes, Inc., 4640 Forbes Boulevard, Suite 330, Lanham, Maryland
20706.
12
<PAGE>
INCORPORATION BY REFERENCE
To the extent that this Proxy Statement has been or will be specifically
incorporated by reference into any filing by the Company under the Securities
Act of 1933, as amended, or the Exchange Act, the sections of the Proxy
Statement entitled "Compensation Committee Report on Executive Compensation"
and "Stock Performance Graph" shall not be deemed to be so incorporated,
unless specifically provided in any such filing.
August 2, 1996
By Order of the Board of Directors
/s/ Michael P. Villa
Michael P. Villa
Vice President, Treasurer and Chief Financial Officer
STOCKHOLDERS WHO DESIRE TO HAVE THEIR STOCK VOTED AT THE MEETING ARE
REQUESTED TO MARK, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. STOCKHOLDERS MAY REVOKE
THEIR PROXIES AT ANY TIME PRIOR TO THE MEETING AND STOCKHOLDERS WHO ARE
PRESENT AT THE MEETING MAY REVOKE THEIR PROXIES AND VOTE, IF THEY SO
DESIRE, IN PERSON.
13
<PAGE>
PROXY CARD
INTERNATIONAL AMERICAN HOMES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 12, 1996
Whether or not you expect to attend the meeting, you are urged to execute
and return this proxy, which may be revoked at any time prior to its use.
The undersigned hereby appoints Robert J. Suarez and Michael P. Villa
individually as Proxies, each with the power to appoint his substitute, and
hereby authorizes each of them to represent and to vote, as designated below,
all of the shares of Common Stock of International American Homes, Inc. (the
"Company") held of record by the undersigned on July 15, 1996, at the annual
meeting of stockholders to be held on September 12, 1996 or at any adjournment
or postponement thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDERS. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.
(Continued, and to be dated and signed on the reverse side.)
<PAGE>
1. ELECTION OF DIRECTOR NOMINATED AND LISTED BELOW
FOR the nominee listed below [ ] WITHHOLD AUTHORITY to vote for the
nominee listed below [ ]
JAMES G. FARR
2. Proposal to approve the appointment of Arthur Andersen LLP as the
Company's independent public accountants for Fiscal Year 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournment or
postponement thereof.
Address Change and/or Comments [ ]
NOTE: Signatures should agree with the
name specified herein. When signing as
attorney, executor, administrator,
trustee or guardian, please give full
title as such. For joint accounts or co-
fiduciaries, all joint owners or co-
fiduciaries should sign.
Dated____________________________, 1996
----------------------------------------
Signature
-----------------------------------------
Signature, if held jointly
VOTES MUST BE INDICATED (X) IN BLACK OR BLUE INK.
SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE
