OMB APPROVAL
OMB Number: 3235-0145
UNITED STATES Expires:December 31, 1997
SECURITIES AND EXCHANGE COMMISSION Estimated average burden
WASHINGTON, D.C. 20549 hours per form .....14.90
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. _)*
INTERNATIONAL AMERICAN HOMES, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
459004 20 6
(CUSIP Number)
David Alan Miller, Esq.
Graubard Mollen & Miller
600 Third Avenue, New York, New York 10016-2097
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 9, 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
schedule because of Rule 13d-1(b)(3) or (4), check the following box o.
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).
Page 1 of 7 pages
<PAGE>
CUSIP No. 459004 20 6 13D Page 2 of 7 Pages
- -------------------------------- -----------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald I. Heller
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)o
(b)o
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF - See Item 3
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) o
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
-----------------------
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
- ------------------------
7 SOLE VOTING POWER
95,038
------------------------------------------------------
8 SHARED VOTING POWER
45,436
------------------------------------------------------
9 SOLE DISPOSITIVE POWER
95,038
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
45,436
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
197,683 shares (See Item 5(a))
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11)EXCLUDES CERTAIN SHARES*
o
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.23%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this statement relates
is the common stock, $.01 par value (the "Common Stock"), of International
American Homes, Inc. (the "Issuer"), a Delaware corporation, whose principal
executive offices are located at 4640 Forbes Boulevard, Lanham, Maryland 20706.
The percentage of beneficial ownership reflected in this
Statement is based upon 2,734,395 shares of Common Stock outstanding on October
31, 1996, which number has been obtained from the Issuer's Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 1996.
Item 2. Identity and Background.
(a) Name: This statement is filed on behalf of Ronald I. Heller ("Heller").
(b) Business Address: Heller has a business address of c/o M.H. Meyerson & Co.,
Inc., 525 Washington Boulevard, 34th Floor, Jersey City, New Jersey 07310.
(c) Principal Business: Heller is principally engaged in the investment banking
business for M.H. Meyerson & Co., Inc. ("Meyerson"), an investment banking
firm with its offices at 525 Washington Boulevard, 34th Floor, Jersey City,
New Jersey 07310.
(d) During the last five years, Heller has not been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Heller has not been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in any judgment, decree or final order against him enjoining him
from engaging in future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws, except that Heller consented to
certain findings by the Market Surveillance Committee ("MSC") of the
National Association of Securities Dealers ("NASD"). Specifically,
effective January 17, 1994, Heller consented to findings that R.H. Damon &
Co., Inc. ("RHD"), an investment banking firm of which Heller was a
principal, distributed shares of Star Classic, Inc. in violation of certain
NASD rules at a time when RHD acted as one of that public company's common
stock's numerous market makers. While it was noted that such violations
occurred without scienter on Heller's part and that the transactions in
question were made in a negotiated, large block transaction accomplished
through the over-the-counter market at prices believed by RHD to be the
then current market prices, the MSC stated that RHD was negligent to make
such transactions without first withdrawing from market making activities
for the requisite period of time. It was also found that certain of RHD's
compliance procedures were inadequate and, although Heller had passed the
Series 24 principals' examination, for a period of time before passing such
examination, he
3 of 7
<PAGE>
served as the principal supervising RHD's trading. Heller consented to
receiving a $20,000 fine, a two-week suspension from being associated with
an NASD member firm in any capacity and a two-month suspension from being
associated with an NASD member firm in a principal capacity, which latter
suspension ended on March 17, 1994.
(f) Heller is a citizen of the United States.
Item 3. Source and Amount of Funds or other Consideration.
Heller used personal funds to purchase the securities, as are
described below in Item 5(c).
Item 4. Purpose of Transactions.
Heller has acquired the securities specified in Item 5(c) of
this Schedule 13D in order to obtain equity positions in the Issuer for
investment purposes. Heller may acquire or dispose of additional shares of the
Issuer depending upon market conditions. Heller has no present plans which
relate to or would result in: an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the issuer or any of its
subsidiaries; a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries; any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; any
material change in the present capitalization or dividend policy of the Issuer;
any other material change in the Issuer's business or corporate structure;
changes in the Issuer's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
causing a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or any action similar to the above.
Item 5. Interest in Securities of the Issuer.
(a) The Ronald I. Heller Individual Retirement Account ("IRA") owns 88,230
shares of Common Stock. The Joyce Heller Individual Retirement Account (Heller's
wife's IRA), owns 20,000 shares of Common Stock. Heller and his wife jointly own
45,436 shares of Common Stock. A custodial account opened by Heller's wife for
the benefit of Heller's son owns 37,209 shares of Common Stock. Additionally, a
custodial account opened by Heller for the benefit of Heller's daughter owns
6,808 shares of Common Stock. Although Heller disclaims any voting or
dispositive powers over the shares owned by his wife's IRA and his son's
custodial account, Heller may be deemed to beneficially own such shares pursuant
to interpretations of the Securities and Exchange Commission. Accordingly,
Heller
4 of 7
<PAGE>
may be deemed to beneficially own 197,683 shares of the Issuer's Common Stock,
or approximately 7.23% of the outstanding shares of Common Stock.
(b) Heller has sole voting and dispositive powers over 88,230 shares of
Common Stock owned by his IRA and 6,808 shares of Common Stock held in his
daughter's custodial account. Heller's wife has sole voting and dispositive
powers over 20,000 shares of Common Stock owned by her and 37,209 shares of
Common Stock held in her son's custodial account. Heller and his wife share
voting and dispositive powers over the 45,436 shares of Common Stock held by
them jointly.
(c) The following transactions required the filing of this Schedule 13D:
(i) Transactions by Ronald Heller IRA:
NUMBER OF PRICE PER
DATE TRANSACTION SHARES SHARE ($)
- ---- ----------- ------------ ---------
03/11/94 Open Market Purchase 5,050 2.02
05/25/94 Open Market Purchase 3,500 0.90
07/20/96 Open Market Purchase 5,110 1.85
07/28/96 Open Market Purchase 7,100 1.32
08/13/96 Open Market Purchase 17,279 1.167
10/04/96 Open Market Purchase 4,109 1.39
10/21/96 Open Market Purchase 3,742 1.40
10/31/96 Open Market Purchase 11,840 1.39
11/11/96 Open Market Purchase 7,500 0.895
11/27/96 Open Market Purchase 20,000 1.01
12/06/96 Open Market Purchase 3,000 1.0825
(ii) Transactions by Joyce Heller IRA:
NUMBER OF PRICE PER
DATE TRANSACTION SHARES SHARE ($)
- ---- ----------- ------------ ---------
08/15/92 Open Market Purchase 1,400 2.25
12/09/96 Open Market Purchase 18,600 1.215
(iii) Transactions by Heller and his wife jointly:
NUMBER OF PRICE PER
DATE TRANSACTION SHARES SHARE ($)
- ---- ----------- ------------ ---------
12/09/96 Open Market Purchase 9,900 1.215
12/13/96 Open Market Purchase 35,536 1.51
5 of 7
<PAGE>
(iv) Transactions by Heller's son's Custodial Account
NUMBER OF PRICE PER
DATE TRANSACTION SHARES SHARE ($)
- ---- ----------- ------------ ---------
08/16/93 Open Market Purchase 2,000 0.70
10/21/93 Open Market Purchase 1,500 0.70
01/05/94 Open Market Purchase 4,600 1.70
03/18/94 Open Market Purchase 4,010 2.030
05/11/94 Open Market Purchase 1,500 0.95
02/14/95 Open Market Purchase 12,599 0.76
08/15/96 Open Market Purchase 11,000 1.35
(v) Transactions by Heller's daughter's Custodial Account:
NUMBER OF PRICE PER
DATE TRANSACTION SHARES SHARE ($)
- ---- ----------- ------------ ---------
09/24/96 Open Market Purchase 6,808 1.33
(d) Heller's wife has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, 20,000 shares of
Common Stock owned by her IRA and 37,209 shares of Common Stock owned by her
son's custodial account.
(e) Not applicable.
Item 6. Contracts, Agreements, Understandings or
Relationships with Respect to Securities of Issuer.
Not Applicable.
Item 7. Materials to be Filed as Exhibits.
Not Applicable.
6 of 7
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, it is certified that the information set forth in this statement is
true, complete and correct.
Dated: December 20, 1996
/s/Ronald I. Heller
-----------------------
Ronald I. Heller
7 of 7
<PAGE>
