UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 4)
_______________________
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)
_______________________
August 12, 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).
Page 1 of 11
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SCHEDULE 13D
CUSIP NO. 459004 20 6 Page 2 of 11 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 652,066 (See Item 5)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON
WITH 9 SOLE DISPOSITIVE POWER
652,066 (See Item 5)
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
652,066 (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)
23.44%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Item 1. Security and Issuer
This Statement is the Fourth 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
judgment, 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 July 31, 1996 the Reporting Person purchased 1,687 shares of Common
Stock from Robbins Manufacturing Company for a purchase price of $1,687.
On August 12, 1992, the Issuer and the Reporting Person entered into a
Non-Qualified Stock Option Agreement by which the Issuer granted to the
Reporting Person the right to purchase 500,000 shares of Common Stock at the
price of $.05 per share. Subsequently the number of shares and the exercise
price were adjusted for a 1-for-10 reverse split of the Issuer's stock. On
August 12, 1996 the Reporting Person fully exercised the option by purchasing
50,000 shares of Common Stock from the Issuer for the exercise price of
$25,000.
The purchase price for each of the above transactions was paid out of the
personal funds of the Reporting Person.
3 of 11
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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 652,753
shares of Common Stock, which constitute approximately 23.44% of the
outstanding shares of Common Stock.
(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
Non-Qualified Stock Option Agreement attached as Exhibit 4 hereto and
incorporated herein by reference, to the best knowledge of the Reporting
Person, there exists no contract, arrangement, 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 of 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.
Item 7. Materials to be Filed as Exhibits
The following documents are filed as exhibits to this Statement:
Exhibit No. Description
4 Non-Qualified Stock Option Agreement dated August
12, 1992 between Robert J. Suarez and the Issuer.
4 of 11
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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: August 20, 1996
Robert J. Suarez
5 of 11
<PAGE >
EXHIBIT INDEX
Item No. Page. No.
4. Non-Qualified Stock Option Agreement dated August 12, 1992 7
between Robert J. Suarez and the Issuer
6 of 11
<PAGE>
Exhibit 4
INTERNATIONAL AMERICAN HOMES, INC.
and
ROBERT J. SUAREZ
OPTION
Dated as of August 12, 1992
Page 7 of 11
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NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of this 12 day of August, 1992 by
and between INTERNATIONAL AMERICAN HOMES, INC., a corporation
(the "Company") and Robert J. Suarez (the "Optionee").
WITNESSETH:
WHEREAS, the Optionee is now employed by the Company in a
key capacity and the Company desires to afford him the
opportunity to acquire, or enlarge, his stock ownership in the
Company so that he may have a direct proprietary interest in the
Company's success;
NOW, THEREFORE, in consideration of the convenants and
agreement herein contained, the parties hereto hereby agree as
follows:
1. Grant of Option. The Company hereby grants to the Optionee,
subject to the terms and conditions herein set forth, the
right and option to purchase from The Company for cash all
or any part of an aggregate of 500,000 shares of Common
Stock ($.01 par value) of the Company at the purchase price
of $.05 per share, such option to be exercised as
hereinafter provided.
2. Terms and Conditions. It is understood and agreed that the
option evidenced hereby is subject to the following terms
and conditions:
a. Expiration Date. This option shall expire four (4)
years after the date hereof unless sooner terminated
pursuant to subparagraph d below.
b. Exercise of Option. The Option granted herein shall be
initially exercisable only after the expiration of a
twelve (12) month period measured from the date of
grant. The amount of shares exercisable during the
subsequent twelve (12) month periods are set forth
her. in as follows:
August 12, 1992 - August 11, 1993 None
August 12, 1993 - August 11, 1994 20% 100,000 shares
August 12, 1994 - August 11, 1995 30% 150,000 shares
August 12, 1995 - August 11, 1996 50% 250,000 shares
Said exercise shall be determinated cumulatively as a
percentage of the total number of shares subject to
purchase under the option.
Page 8 of 11
<PAGE>
c. Medium of Payment. Upon exercise of an Option, the
Option Price shall be payable to the Company in cash
(including a certified, bank cashier's or teller's
check). Certificates for the shares purchased shall
be issued by the Company as soon as practicable,
following the receipt of payment.
d. Exercise upon Termination of Employment. (1) In the
event that Optionee's employment with the Company shall
be terminated for cause, all Options held by such
Optionee shall terminate immediately. The Optionee
will cease to be employed by the Company on the first
to occur of (i) the last date for which he is paid;
(ii) the effective date of the termination of his
employment set forth in any notice to the Optionee of
such termination.
(2) In the event that the Optionee's employment with
the Company shall be terminated other than for cause by
the Company, the Optionee shall continue to retain
pursuant to the terms set forth herein, all rights with
respect to the total number of shares subject to the
option.
(3) In the event that the Optionee's employment with
the Company shall be terminated by Optionee's voluntary
resignation, all options held by such Optionee shall
terminate immediately.
(4) In the event of the Optionee's death, regardless
of whether the Option was yet subject to exercise on
the date of the Optionee's death this option may be
exercised in full with respect to the total number of
shares subject to the Option at any time within one (1)
year from the date of the Optionee's death, but in no
event later than the date that the Option expires in
accordance with its terms. The Option may be exercised
by a legatee or legatees under the Optionee's last
will, or by his or her executors, personal
representatives or distributees.
(5) In the event of the Optionee's disability while in
the employment of the Company, this option may be
exercised in full with respect to the total number of
shares subject to the Option, regardless of whether the
Option was yet subject to exercise on the date of the
disability, within one (1) year of the date of such
disability but in no event later than the date that the
Option expires in accordance with its terms.
Page 9 of 11
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(6) The terms "disabled" and "disability", shall mean
that an Optionee is no longer able to continue in the
service of the Company in the same capacity because of
a mental or physical disability and shall mean total
and permanent disability. The Company, upon competent
medical evidence, shall be the sole judge of whether an
Optionee is so disabled. Should the Company refuse to
judge a Participant to be disabled, the Optionee shall
have the right to demand that the Company require the
Medical Society of the County in which the Optionee is
employed, to designate one of its member physicians to
examine such Optionee, and his report in writing shall
be binding upon all parties.
e. Assignment. The Option granted herein may not be
transferred, assigned, pledged or hypothecated by the
Optionee in any way other than by will or by the laws
of descent and distribution and except as otherwise
provided herein is exercisable solely by such Optionee
during his lifetime.
f. Riqhts of a Stockholder. The Optionee shall have no
rights as a stockholder with respect to shares subject
to this Option until that date of the issuance of the
shares to the Optionee. No adjustment will be made for
dividends or other distributions or rights for which
the record date is prior to the date of such issuance.
g. Required Adjustments. In the event that shares of
Common Stock shall be subdivided or combined into a
greater or smaller number of shares, the number of
shares then under Option shall be adjusted accordingly
and appropriate adjustments shall also be made in the
purchase price per share for this Option to reflect
such subdivision or combination.
h. No Right to Continued Employment. This option shall
not confer upon the Optionee any right with respect to
continuance of employment by the Company or any
subsidiary, nor shall it interfere in any way with the
right of his employer to terminate his employment at
any time.
i. Compliance With Law and Regulation. This option and
the obligation of the Company to sell and deliver
shares hereunder, shall be subject to all applicable
federal and state laws, rules and regulations and to
such approvals by any government or regulatory agency
as may be required.
Page 10 of 11
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3. Restrictive Legend. Unless the shares covered by the
Options are registered with the Securities and Exchange
Commission, each stock certificate issued pursuant to the
exercise of an Option shall bear the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE
IN RELIANCE UPON EXEMPTIONS UNDER THOSE ACTS. THE SALE OR OTHER
DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS
PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL
SATISFACTORY TO IT THAT SUCH SALE OR DISPOSITION CAN BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND OTHER
APPLICABLE STATUTES. BY ACQUIRING THE SHARES REPRESENTED HEREBY,
THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR
INVESTMENT PURPOSES ONLY THAT HE WILL NOT SELL OR OTHERWISE
DISPOSE OF THE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE
WITH THE AFORESAID ACTS AND RULES AND REGULATIONS ISSUED
THEREUNDER."
Upon such time as the shares are registered with the
Securities and Exchange Commission, such restrictions shall
become unrestricted.
4. Investment Representation. The Company may require Optionee
to furnish to the Company, prior to the issuance of any
shares upon the exercise of all or any part of this option,
an agreement (in such form as may be reasonably required) in
which Optionee represents that the shares acquired by him
upon exercise are being acquired for investment and not with
a view to the sale or distribution thereof.
5. Notices. Any notice hereunder to the Company shall be
addressed to it at its office, c/o Porten Sullivan
Corporation, 6001 Montrose Road - Suite 910, Rockville, MD
20852: Attention: Michael Villa, Chief Financial Officer,
and any notice hereunder to Optionee shall be addressed to
him at his place of employment: either party may designate
at any time hereafter in writing some other address.
IN WITNESS WHEREOF, International American Homes, Inc. has
caused this Agreement to be executed by its Vice President and
Optionee has executed this Agreement, both as of the date and
year first above written.
By: /s/ Micahel P. Villa
(Authorized Signature)
/s/ Robert J. Suarez
(Optionee)
Page 11 of 11
