-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rfal8OhNGWA/SefhOrzuDZlMkeRoqNjuXhNDIZqfM6R5TlO3Ju4bQq5qviDFiaqR ifpG9Ehy3o4DMCN5/MLhhA== 0000950144-03-012801.txt : 20031113 0000950144-03-012801.hdr.sgml : 20031113 20031113163047 ACCESSION NUMBER: 0000950144-03-012801 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031113 GROUP MEMBERS: TECHNICAL OLYMPIC (UK) LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TECHNICAL OLYMPIC USA INC CENTRAL INDEX KEY: 0001046578 STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] IRS NUMBER: 760460831 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55339 FILM NUMBER: 03998525 BUSINESS ADDRESS: STREET 1: 4000 HOLLYWOOD BLVD STREET 2: SUITE 500N CITY: HOLLYWOOD STATE: FL ZIP: 33021 BUSINESS PHONE: 954 364 4000 MAIL ADDRESS: STREET 1: 4000 HOLLYWOOD BLVD STREET 2: SUITE 500N CITY: HOLLYWOOD STATE: FL ZIP: 33021 FORMER COMPANY: FORMER CONFORMED NAME: NEWMARK HOMES CORP DATE OF NAME CHANGE: 19971117 FORMER COMPANY: FORMER CONFORMED NAME: NEWMARK REALTY INC DATE OF NAME CHANGE: 19970929 FORMER COMPANY: FORMER CONFORMED NAME: NHC HOLDINGS CORP DATE OF NAME CHANGE: 19970923 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TECHNICAL OLYMPIC SA CENTRAL INDEX KEY: 0001265870 IRS NUMBER: 000000000 STATE OF INCORPORATION: J3 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 SOLOMOU ST STREET 2: ALIMOS CITY: ATHENS GREECE STATE: J3 ZIP: 00000 BUSINESS PHONE: 011302109977000 MAIL ADDRESS: STREET 1: 20 SOLOMOU ST STREET 2: ALIMOS CITY: ATHENS GREECE STATE: J3 ZIP: 00000 SC 13D/A 1 g85783sc13dza.htm TECHNICAL OLYMPIC USA, INC. AMENDMENT NO. 3 Technical Olympic USA, Inc. Amendment No. 3
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Technical Olympic USA, Inc.

(Name of Issuer)

Common Stock, par value $.01

(Title of Class of Securities)

878483106

(Cusip Number)

Patricia M. Petersen, Esq.
4000 Hollywood Boulevard, Suite 500 N
Hollywood, Florida 33021
(954) 364-4000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 30, 2003

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

(Continued on following pages)

Page 1 of 9 Pages

 

             
CUSIP No. 878483106 Page 2 of 9
  1. Name of Reporting Person:
Technical Olympic (UK) Limited		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United Kingdom
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
-0-
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
-0-
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0%
  14.Type of Reporting Person (See Instructions):
OO

2

 

             
CUSIP No. 878483106 Page 3 of 9
  1. Name of Reporting Person:
Technical Olympic S.A.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Greece
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
25,278,787 shares
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
25,278,787 shares
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
25,278,787 shares
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
90.64%
  14.Type of Reporting Person (See Instructions):
OO

3

 

 
CUSIP NO. 878483106 13D Page 4 of 9 Pages

     This Amendment No. 3 to Schedule 13D (this “Amendment”) amends and restates certain Items of the Schedule 13D, originally filed with the Securities and Exchange Commission (the “SEC”) on December 27, 1999 and amended on February 14, 2000 and February 11, 2003 by furnishing the information set forth below. Unless set forth below, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as amended, previously filed with the SEC. The purpose of this Amendment is to remove Technical Olympic, Inc. and Technical Olympic (UK) PLC (which has been converted to Technical Olympic (UK) Limited) as Reporting Persons and to update the holdings of Technical Olympic S.A.

ITEM 2. IDENTITY AND BACKGROUND.

Item 2 is hereby amended in its entirety to read as follows:

     
(a)   Name of Person(s) Filing this Statement (the “Reporting Person”):
     
    Technical Olympic S.A. is publicly traded on the Athens Stock Exchange and Mr. Konstantinos Stengos owns more than 5% of its outstanding stock.
     
(b)   Business Address of Reporting Person:
     
    Technical Olympic S.A.
20 Solomou Street
Ano Kalamaki
Athens, Greece 17456

(c)  Technical Olympic S.A. is engaged principally in infrastructure and real estate development in Greece and other European countries and, indirectly through the Issuer, in the United States.

(d)  None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)  None of the entities or persons identified in this Item 2 has, during the last five years, been 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 a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violations with respect to such laws.

(f)  Citizenship of Reporting Person: Greece

     Pursuant to Instruction C to Schedule 13D of the Exchange Act, information regarding the directors and executive officers of Technical Olympic S.A. is set forth on Schedule A attached hereto.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 is hereby amended to add the following:

     In a restructuring transaction, all of the shares of Technical Olympic, Inc. were sold by Technical Olympic (UK) Limited to Technical Olympic S.A. Technical Olympic, Inc. was then merged with and into TOI, LLC, a newly formed wholly-owned subsidiary of the Issuer. As part of the merger, Technical Olympic S.A. acquired the shares of Common Stock previously held by Technical Olympic, Inc. As a result of the transaction, Technical Olympic, Inc. and Technical Olympic (UK) Limited no longer beneficially own any of the shares of Common Stock and the separate corporate existence of Technical Olympic, Inc. ceased.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 is hereby amended to add the following:

 

 

 
CUSIP NO. 878483106 13D Page 5 of 9 Pages

     On November 3, 2003, the Issuer filed a registration statement on Form S-1 with the SEC registering the proposed sale of 2,500,000 shares of Common Stock by Technical Olympic S.A. in an underwritten offering. In addition, Technical Olympic S.A. granted the underwriters an option to purchase up to an additional 675,000 shares of Common Stock within 30 days from the completion of the initial offering to cover over-allotments.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 is hereby amended in its entirety to read as follows:

     Technical Olympic S.A. is the beneficial owner of 25,278,787 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and there being 27,889,036 shares of Common Stock outstanding, represents 90.64% of the outstanding shares of Common Stock.

     Except as set forth below, none of the persons identified on Schedule A beneficially own any Common Stock:

                 
Name   Number of Shares   Percent
 
 
Konstantinos Stengos
     25,000     09 %

Mr. Stengos has the sole power to vote and dispose of the shares of Common Stock he beneficially owns.

     (b)  The information set forth in Items 7 through 11 of the cover pages hereto is incorporated herein by reference.

     (c)  Except as set forth below, none of the persons named in response to paragraph (a) has effected any transactions in shares of Common Stock during the past 60 days:

                 
Trade Date   Price   Number of Shares
 
 
October 1, 2003
   $ 27.58       10,000  
September 30, 2003
   $ 27.50       2,000  
September 25, 2003
   $ 27.50       1,000  
September 24, 2003
   $ 27.50       2,000  
September 23, 2003
   $ 27.50       1,000  
September 19, 2003
   $ 27.50       2,000  
September 17, 2003
   $ 27.50       2,000  
September 16, 2003
   $ 27.65       5,000  

All of such transactions were open market sales effected through brokers by Technical Olympic, Inc. prior to the merger.

     (d)  There is no other person that is known to have the right to receive dividends on, and proceeds from the sale of, the shares of Common Stock which may be beneficially owned by the persons described in (a) and (b) above.

     (e)  On the date the restructuring became effective, October 30, 2003, Technical Olympic, Inc. and Technical Olympic (UK) Limited ceased to beneficially own any shares of Common Stock.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Item 7 is hereby amended to add the following:

1.     Joint Filing Agreement.

 

 

 
CUSIP NO. 878483106 13D Page 6 of 9 Pages

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

     
Date: November 13, 2003    
     
    TECHNICAL OLYMPIC (UK) LIMITED
     
    By: /s/ Konstantinos Stengos
   
    Name: Konstantinos Stengos
Title: Director

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

     
Date: November 13, 2003    
     
    TECHNICAL OLYMPIC S.A.
     
    By: /s/ Konstantinos Stengos
   
    Name: Konstantinos Stengos
Title: Managing Director

 

 

 
CUSIP NO. 878483106 13D Page 7 of 9 Pages

SCHEDULE A

Board of Directors and Executive Officers of Technical Olympic S.A.

         
Name, Business Address and Position        
With Technical Olympic S.A.   Present Principal Occupation or Employment   Citizenship
 
 
Konstantinos Stengos
20 Solomou Street
Ano Kalamaki, Athens, Greece 17456
President and Managing Director		   President and Managing Director of Technical Olympic S.A.   Greece
         
Andreas Stengos
20 Solomou Street
Ano Kalamaki, Athens, Greece 17456
General Manager and Director		   General Manager and Director of Technical Olympic S.A.   Greece
         
Zoi Stengou
20 Solomou Street
Ano Kalamaki, Athens, Greece 17456
General Manager – Representative		   General Manager — Representative of Technical Olympic S.A.   Greece
         
George Stangos
20 Solomou Street
Ano Kalamaki, Athens, Greece 17456
Vice President		   Vice President of Technical Olympic S.A.   Greece
         
Marianna Stengou
20 Solomou Street
Ano Kalamaki, Athens, Greece 17456
Director and Manager – Human
Resources and MIS		   Director and Manager — Human Resources and MIS of Technical Olympic S.A.   Greece
         
Konstantinos Lampos
20 Solomou Street
Ano Kalamaki, Athens, Greece 17456
Technical Manager		   Technical Manager of Technical Olympic S.A.   Greece
         
Nikolaos Stathakis
20 Solomou Street
Ano Kalamaki, Athens, Greece 17456
Director and Manager — Real Estate		   Director and Manager — Real Estate of Technical Olympic S.A.   Greece
         
Konstantinos Rizopoulos
20 Solomou Street
Ano Kalamaki, Athens, Greece 17456
Director and Chief Financial Officer		   Director and Chief Financial Officer of Technical Olympic S.A.   Greece
         
Konstantinos Lyrigos
20 Solomou Street
Ano Kalamaki, Athens, Greece 17456
Construction Manager		   Construction Manager of Technical Olympic S.A.   Greece
         
Athanassios Klapadakis
20 Solomou Street
Ano Kalamaki, Athens, Greece 17456
Director (Non-executive)		   Director (Non-executive) of Technical Olympic S.A.   Greece

 

 

 
CUSIP NO. 878483106 13D Page 8 of 9 Pages
         
Name, Business Address and Position        
With Technical Olympic S.A.   Present Principal Occupation or Employment   Citizenship
 
 
George Bassas
20 Solomou Street
Ano Kalamaki, Athens, Greece 17456
Director (Non-executive)		   Director (Non-executive) of Technical Olympic S.A.   Greece
         
Stephanos Tsotsos
20 Solomou Street
Ano Kalamaki, Athens, Greece 17456
Director (Non-executive		   Director (Non-executive) of Technical Olympic S.A.   Greece
         
Alexandros Papaioannou
20 Solomou Street
Ano Kalamaki, Athens, Greece 17456
Director (Non-executive)		   Director (Non-executive) of Technical Olympic S.A.    

     None of the persons identified in this Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

     None of the persons identified in this Schedule A has, during the last five years, been 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 a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violations with respect to such laws.

 

 

 
CUSIP NO. 878483106 13D Page 9 of 9 Pages

Exhibit 99.1

JOINT FILING STATEMENT

     Each of the undersigned agrees that (i) the statement on Amendment No. 3 to Schedule 13D relating to the Common Stock, par value $.01 per share, of Technical Olympic USA, Inc. has been filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, and (iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 apply to each of them. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.

     
Date: November 13, 2003   TECHNICAL OLYMPIC (UK) LIMITED
     
    By: /s/ Konstantinos Stengos
   
    Name: Konstantinos Stengos
Title: Director
     
Date: November 13, 2003   TECHNICAL OLYMPIC S.A.
     
    By: /s/ Konstantinos Stengos
   
    Name: Konstantinos Stengos
Title: Managing Director

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