SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
September 17, 1998
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(Date of earliest event reported)
INTERNATIONAL AMERICAN HOMES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-13800 22-2472608
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(State or Jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
9950 Princess Palm Avenue, Suite 112, Tampa, FL 33619
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 664-1100
Not Applicable
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(Former name, former address and former fiscal year, if changed
since last report)
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ITEM 5. OTHER EVENTS
(A) SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Annual
Meeting of Stockholders was held on September 17, 1998. The following matters
were considered and acted upon, with the results indicated below:
The Stockholders elected seven members of the Board of Directors, each
to serve the term noted below or until his successor is elected and has
qualified. The names of the seven directors, the votes cast for their election
and the number of votes withheld were as follows:
Term ends at
Annual Meeting
Name Votes For Votes Withheld of Stockholders in
---- --------- -------------- ------------------
William D. Aiken 2,016,526 18,019 1999
Jeffrey D. Prol 2,016,576 17,969 1999
Dionel Gotanda 2,017,646 16,899 2000
James G. Farr 2,016,506 18,039 2000
Robert J. Suarez 2,016,246 18,299 2001
Robert I. Antle 2,017,336 17,209 2001
Peter A. Davis 2,016,296 18,249 2001
At the Annual meeting of Stockholders, the stockholders also approved a Proposal
to adopt certain amendments to the Restated Certificate of Incorporation to
effect a 1-for-3 reverse stock split of the Company's issued and outstanding
Common Stock. The Company plans to file the Certificate of amendment at a time
to be determined by the officers of the Company, but in any event not later than
June 30, 1999. The votes for the proposal, the votes against the proposal, the
number of abstentions, and the number of shares not voted were as follows.
For Against Abstain Not Voted
- --- ------- ------- ---------
1,921,058 95,408 18,079 746,350
In addition, the stockholders voted to approve the appointment of Arthur
Andersen LLP as the Company's independent public accountants for fiscal year
1999. The votes for and against the proposal and the number of abstentions were
as follows:
For Against Abstain
- --- ------- -------
2,010,991 2,630 20,294
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(b) STOCK REPURCHASE PROGRAM. On September 17, 1998, the Company's
Board of Directors authorized the repurchase by the Company of up to 15% of the
Company's outstanding common stock, par value $0.01 per share, at such prices
and at such times as the Company's officers conclude that it would be in the
best interests of the Company and its stockholders to do so. The repurchases
would be made in market transactions as well as in block and other negotiated
transactions at prices that may be at, above or below current market prices for
the Company's common stock. It is the present intention of the Company's
officers to cause repurchases of common stock to be made whenever they perceive
the pricing and timing to be opportune.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
1. Press Release dated September 17, 1998 announcing that the
Company's Board of Directors had authorized the repurchase by the
Company of up to 15% of the Company's outstanding common stock.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Current Report to be signed on its behalf by
the undersigned thereunto duly authorized.
INTERNATIONAL AMERICAN HOMES, INC.
By: /s/ Robert I. Antle
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Robert I. Antle
Executive Vice President, Treasurer and
Chief Financial Officer
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EXHIBIT 1
PRESS RELEASE
FOR IMMEDIATE RELEASE
INTERNATIONAL AMERICAN HOMES, INC.
TAMPA, FL, SEPTEMBER 17, 1998 -- International American Homes, Inc.
(OTC-IAHM) today announced that its Board of Directors had authorized the
repurchase by the Company of up to 15% of the Company's outstanding common stock
par value $0.01 a share, at such prices and at such times as the Company's
officers conclude that it would be in the best interest of the Company and its
stockholders to do so. The repurchases would be made in market transactions as
well as in block and other negotiated transactions at prices they may be at,
above or below current market prices for the Company's common stock.
In making the announcement, Robert J. Suarez, Chairman and President of
the Company, stated that the decision to institute a stock repurchase program
reflects the Board's unanimous view that current market prices for the Company's
common stock do not reflect fairly the Company's underlying value. He added that
while the Board had not set any ceiling on the prices at which repurchases of
its common stock would be made, or imposed parameters on the duration of the
repurchase program, it is the present intention of the Company's officers to
cause repurchases of common stock to be made whenever they perceive the pricing
and timing to be opportune.
International American Homes Inc., through a subsidiary, designs,
builds and sells single family homes and villas and develops finished building
lots primarily in middle-income communities in suburban residential areas of
greater Tampa, Florida.
CONTACT
Robert I. Antle, Chief Financial Officer
Tel. (813) 664-1100
Fax. (813) 622-6813
