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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. 6)*
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)
September 13, 2005
(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 persons 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).
Persons who respond to the collection
of information contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
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CUSIP No. 878483106 | Page 2
of 6 |
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1. |
Name of Reporting Person: Technical Olympic
S.A. |
I.R.S. Identification Nos. of above persons (entities
only):
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2. |
Check the Appropriate Box if a Member of a Group (See
Instructions): |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): OO |
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5. |
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e): o
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6. |
Citizenship or Place of Organization: Greece |
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Number
of Shares Beneficially Owned by Each Reporting Person
With |
7. |
Sole Voting Power: 39,899,975 shares |
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8. | Shared Voting
Power: -0- |
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9. | Sole Dispositive
Power: 36,149,975 shares |
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10. | Shared Dispositive
Power: 3,750,000 shares |
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11. | Aggregate Amount Beneficially
Owned by Each Reporting Person: 39,899,975 shares |
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12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class Represented by
Amount in Row (11): 67.06% |
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14. | Type of Reporting Person (See
Instructions): OO |
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CUSIP No. 878483106
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13D
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Page 3 of 6 Pages |
This Amendment No. 6 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, February 11, 2003, November 13, 2003, December
16, 2003 and November 4, 2004 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.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended in its entirety to read as follows:
(a) Name of Person Filing this Statement: Technical Olympic S.A. (the Reporting Person)
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:
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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 except in March 2005, Mr.
Konstantinos Stengos was found by a Court of Misdemeanors in Athens, Greece, to have violated
certain Greek laws relating to a 1999 sale of certain shares of Technical Olympic S.A. Mr.
Konstantinos Stengos is appealing the ruling.
(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 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended in its entirety to read as follows:
(a) Technical Olympic S.A. is the beneficial owner of 39,899,975 shares of Common Stock,
which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act, represents
67.06% of the 59,498,727 shares of Common Stock outstanding. This reflects a three-for-two stock
split on the Common Stock, effective in the form of a 50% stock dividend, paid on June 1, 2004, and
a five-for-four stock split on the Common Stock, effective in the form of a 25% stock dividend,
paid on March 31, 2005.
Except as set forth below, none of the persons identified on Schedule A beneficially own any
Common Stock:
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Name |
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Number of Shares |
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Percent |
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Andreas Stengos |
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226,322 |
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.38% |
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George Stengos |
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226,322 |
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.38% |
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Konstantinos Stengos |
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273,197 |
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.46% |
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Marianna Stengou |
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245,072 |
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.41% |
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Each person listed above has the sole power to vote and dispose of the shares of Common Stock that
they beneficially own.
(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 or since the most
recent filing on Schedule 13D, whichever is less:
On September 13, 2005, the Reporting Person sold 1,242,000 shares of Common Stock in a
public offering (the Offering), including 162,000 shares of Common Stock pursuant to the
underwriters exercise of their over-allotment option at an offering price of $28.00 per
share less underwriting discounts and commissions of $1.365 per share. The Offering was
underwritten by UBS Securities LLC, Citigroup Global Markets, Inc., Deutsche Bank
Securities, Inc., Wachovia Securities Markets, LLC and JMP Securities LLC (the
Underwriters).
(d) Except as described in Item 6 below, 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) Not applicable.
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ITEM 6. |
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER. |
Item 6 is hereby amended to add the following:
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CUSIP No. 878483106
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13D
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Page 4 of 6 Pages |
In order to induce the Underwriters to enter into the underwriting agreement in connection with the
Offering, the Reporting Person entered into a Lock-Up Letter Agreement with the Underwriters dated
as of September 7, 2005 (the Agreement). Pursuant to the Agreement, the Reporting Person has
agreed not to sell or otherwise dispose of any shares of Common Stock or securities convertible
into or exchangeable for shares of Common Stock for a period of 90 days after September 7, 2005, to
waive its right to require registration of Common Stock in connection with the filing of a
registration statement relating to the Offering and not to demand registration of Common Stock or
securities convertible into or exchangeable for shares of Common Stock, without the consent of the
Underwriters.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended to add the following:
1. |
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Lock-Up Letter Agreement |
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:
September 21, 2005
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TECHNICAL OLYMPIC S.A.
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By: |
/s/ Konstantinos Stengos
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Name: |
Konstantinos Stengos |
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Title: |
President |
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CUSIP No. 878483106
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13D
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Page 5 of 6 Pages |
SCHEDULE A
Board of Directors and Executive Officers of Technical Olympic S.A.
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Name, Business Address and Position |
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With Technical Olympic S.A. |
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Present Principal Occupation or Employment |
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Citizenship |
Konstantinos Stengos
20 Solomou Street
Ano Kalamaki, Athens, Greece 17456
Chairman of the Board and President
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Chairman of the Board and President of
Technical Olympic S.A. |
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Greece |
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Andreas Stengos
20 Solomou Street
Ano Kalamaki, Athens, Greece 17456
Executive Vice Chairman and
General Manager
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Executive Vice Chairman and General
Manager of Technical Olympic S.A. |
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Greece |
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Zoi Stengou
20 Solomou Street
Ano Kalamaki, Athens, Greece 17456
Representative
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Representative of Technical Olympic S.A. |
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Greece |
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George Stengos
20 Solomou Street
Ano Kalamaki, Athens, Greece 17456
Managing Director
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Managing Director of Technical Olympic S.A. |
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Greece |
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Marianna Stengou
20 Solomou Street
Ano Kalamaki, Athens, Greece 17456
Director and Manager Human
Resources and MIS
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Director and Manager Human Resources and
MIS of Technical Olympic S.A. |
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Greece |
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Konstantinos Rizopoulos
20 Solomou Street
Ano Kalamaki, Athens,
Greece 17456
Director and Chief
Financial Officer
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Director and Chief Financial Officer of Technical
Olympic S.A.
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Greece |
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Nikolaos Stathakis
20 Solomou Street
Ano Kalamaki, Athens,
Greece 17456
Director and Manager
Real Estate
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Director and Manager Real Estate of Technical
Olympic S.A.
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Greece |
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Styliani Stengou
20 Solomou Street
Ano Kalamaki, Athens,
Greece 17456
Director (Non-executive)
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Director (Non-executive) of Technical Olympic S.A.
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Greece |
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Chrissa Stengou
20 Solomou Street
Ano Kalamaki, Athens,
Greece 17456
Director (Non-executive)
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Director (Non-executive) of Technical Olympic S.A.
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Greece |
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Elias Koukoursis
20 Solomou Street
Ano Kalamaki, Athens,
Greece 17456
Director (Non-executive)
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Director (Non-executive) of Technical Olympic S.A.
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Greece |
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CUSIP No. 878483106
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13D
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Page 6 of 6 Pages |
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Name, Business Address and Position |
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With Technical Olympic S.A. |
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Present Principal Occupation or Employment |
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Citizenship |
Nikolaos Kontopoulos
20 Solomou Street
Ano Kalamaki, Athens,
Greece 17456
Director (Non-executive)
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Director (Non-executive) of Technical Olympic S.A.
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Greece |
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Athanassios Klapadakis
20 Solomou Street
Ano Kalamaki, Athens,
Greece 17456
Independent Director
(Non-executive)
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Independent Director (Non-executive) of Technical
Olympic S.A.
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Greece |
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Alexandros Papaioannou
20 Solomou Street
Ano Kalamaki, Athens,
Greece 17456
Independent Director
(Non-executive)
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Independent Director (Non-executive) of Technical
Olympic S.A.
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Greece |
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.