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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: JULY 9, 2002
(DATE OF EARLIEST EVENT REPORTED: JUNE 25, 2002)
TECHNICAL OLYMPIC USA, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-23677 76-0460831
(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NO.)
4000 HOLLYWOOD BLVD., SUITE 500N
HOLLYWOOD, FLORIDA 33021
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
(954) 364-4000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NEWMARK HOMES CORP.
1200 SOLDIERS FIELD DRIVE
SUGAR LAND, TEXAS 77479
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 25, 2002, Engle Holdings Corp. ("Engle Holdings") merged with and into
Newmark Homes Corp. ("Newmark") pursuant to a stock-for-stock merger (the
"Merger"). Newmark was the surviving corporation in the Merger (the "Company")
and changed its name as a result of the Merger to "Technical Olympic USA, Inc."
The Company's trading symbol changed from "NHCH" to "TOUS". On June 26, 2002,
the Company started trading under this new symbol. In conjunction with the
Merger, the Company amended its Certificate of Incorporation to: (i) increase
the number of authorized shares of common stock from 30,000,000 to 67,000,000,
and (ii) increase the maximum number of authorized directors on our board from
10 to 15 directors.
Engle Holdings was a 100% owned subsidiary of Technical Olympic, Inc., a
Delaware corporation ("TOI") and Newmark's majority stockholder. Pursuant to the
Merger, each issued and outstanding share of Engle Holdings common stock was
exchanged for 1,724.08294 shares of Newmark common stock with 16,378,787
additional shares of the Company being issued to TOI. Additionally, the Company
assumed approximately $72 million of mezzanine debt of TOI immediately prior to
the Merger. Prior to the Merger, TOI owned 80% of Newmark and following the
Merger, TOI owns 91.75% of the Company. As both Engle Holdings and Newmark are
under the control of TOI, pursuant to Statement of Financial Accounting
Standards (SFAS) No. 141, Business Combinations, the transaction is being
accounted for as a reorganization of entities under common control, whereby
Newmark recognized the assets and liabilities transferred at their carrying
amounts in the accounts of Engle Holdings at the date of transfer.
ITEM 5. OTHER EVENTS
Concurrently with the Merger, the Company completed a private placement of $200
million 9% Senior Notes due 2010 and $150 million 10 3/8% Senior Subordinated
Notes due 2012 (the "Offering"). The net proceeds from the Offering, which
approximated $336 million, along with cash on hand, were used to repay certain
indebtedness of both Newmark and Engle as well as the approximately $72 million
of mezzanine debt of TOI assumed by the Company in connection with the Merger.
Concurrently with the closing of the Offering, the Company also entered into a
revolving credit facility that will provide for loans up to $220 million.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
The Company is including the following cautionary statement in this Form 8-K to
make applicable and take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995 for any forward-looking
statement made by, or on behalf of, the Company. Where any such forward-looking
statement includes a statement of the assumptions or basis underlying such
forward-looking statement, the Company cautions that, while it believes such
assumptions or basis to be reasonable and makes them in good faith, assumed
facts or basis almost always vary from actual results, and the differences
between assumed facts or basis and actual results can be material, depending
upon the circumstances. Certain factors that could cause actual results to
differ materially from those projected have been discussed herein and include
the factors set forth below. Other factors that could cause actual results to
differ materially include uncertainties of economic, competitive and market
decisions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Where, in any forward- looking statement, the Company, or its
management, expresses an expectation or belief as to future results, such
expectation or belief is expressed in good faith and believed to have a
reasonable basis, but there can be no assurance that the statement of
expectation or belief will result or be achieved or accomplished. The words
"believe," "expect," and "anticipate" and similar expressions identify
forward-looking statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of the business acquired:
Any required financial statements or other financial
information for the Merger will be filed by amendment within
60 days after the date that this initial report on Form 8-K
was filed.
(b) Pro forma financial information:
Any required pro forma financial information will be filed by
amendment within 60 days after this initial report on Form 8-K
was filed.
(c) Exhibits:
Exhibit
Number Description
1.1 Purchase Agreement dated June 14, 2002, between Newmark Homes
Corp., certain direct and indirect subsidiaries of Newmark,
Salomon Smith Barney Inc., Deutsche Bank Securities Inc. and
Fleet Securities, Inc. as the Initial Purchasers.
2.1 Agreement and Plan of Merger dated April 8, 2002, by and among
Newmark Homes Corp., Engle Holdings Corp., and Technical
Olympic, Inc. (incorporated by reference to Exhibit 99.A to
Newmark's Information Statement on Schedule 14-C filed with
the Securities and Exchange Commission (the "Commission") on
June 3, 2002).
2.2 Registration Rights Agreement dated June 25, 2002, among
Technical Olympic USA, Inc. and Technical Olympic, Inc.
3.1 The Certificate of Amendment amending the Certificate of
Incorporation of Newmark Homes Corp. (incorporated by
reference to Exhibit 99.B to Newmark's Information Statement
on Schedule 14-C filed with the Commission on June 3, 2002).
4.1 Indenture dated as of June 25, 2002, among Technical Olympic
USA, Inc., certain direct and indirect subsidiaries of
Technical Olympic USA, Inc. and Wells Fargo Bank Minnesota,
National Association, as Trustee, relating to the Senior
Notes.
4.2 Indenture dated as of June 25, 2002, among Technical Olympic
USA, Inc., certain direct and indirect subsidiaries of
Technical Olympic USA, Inc. and Wells Fargo Bank Minnesota,
National Association, as Trustee, related to the Senior
Subordinated Notes.
4.3 Registration Rights Agreement dated June 25, 2002, among
Technical Olympic USA, Inc., certain direct and indirect
subsidiaries of Technical Olympic USA, Inc., Salomon Smith
Barney, Inc., Deutsche Bank Securities, Inc. and Fleet
Securities, Inc. relating to the Senior Notes.
4.4 Registration Rights Agreement dated June 25, 2002, among
Technical Olympic USA, Inc., certain direct and indirect
subsidiaries of Technical Olympic USA, Inc., Salomon Smith
Barney Inc., Deutsche Bank Securities Inc. and Fleet
Securities, Inc. relating to the Senior Subordinated Notes.
99.1 Press Release of Technical Olympic USA, Inc. (formerly Newmark
Homes Corp.) dated June 25, 2002.
99.2 Credit Agreement dated June 25, 2002, among Technical Olympic
USA, Inc., the Lenders and Issuers named therein, Citicorp
North America, Inc. as Administrative Agent, Fleet National
Bank as Documentation Agent and Salomon Smith Barney Inc. as
Sole Arranger and Sole Book Manager.
99.3 Employment Agreement between Newmark Homes Corp. and Antonio
B. Mon dated April 5, 2002 (incorporated by reference to
Exhibit 99.E to Newmark's Information Statement on Schedule
14-C filed with the Commission on June 3, 2002).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Technical Olympic USA, Inc.
By: /s/ TOMMY McADEN
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Vice President - Finance
and Administration and
Chief Financial Officer
Date: July 9, 2002
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1.1 Purchase Agreement dated June 14, 2002, between Newmark Homes
Corp., certain direct and indirect subsidiaries of Newmark,
Salomon Smith Barney Inc., Deutsche Bank Securities Inc. and
Fleet Securities, Inc. as the Initial Purchasers.
2.1 Agreement and Plan of Merger dated April 8, 2002, by and among
Newmark Homes Corp., Engle Holdings Corp., and Technical
Olympic, Inc. (incorporated by reference to Exhibit 99.A to
Newmark's Information Statement on Schedule 14-C filed with
the Commission on June 3, 2002).
2.2 Registration Rights Agreement dated June 25, 2002, among
Technical Olympic USA, Inc. and Technical Olympic, Inc.
3.1 The Certificate of Amendment amending the Certificate of
Incorporation of Newmark Homes Corp. (incorporated by
reference to Exhibit 99.B to Newmark's Information Statement
on Schedule 14-C filed with the Commission on June 3, 2002).
4.1 Indenture dated as of June 25, 2002, among Technical Olympic
USA, Inc., certain direct and indirect subsidiaries of
Technical Olympic USA, Inc. and Wells Fargo Bank Minnesota,
National Association, as Trustee, relating to the Senior
Notes.
4.2 Indenture dated as of June 25, 2002, among Technical Olympic
USA, Inc., certain direct and indirect subsidiaries of
Technical Olympic USA, Inc. and Wells Fargo Bank Minnesota,
National Association, as Trustee, related to the Senior
Subordinated Notes.
4.3 Registration Rights Agreement dated June 25, 2002, among
Technical Olympic USA, Inc., certain direct and indirect
subsidiaries of Technical Olympic USA, Inc., Salomon Smith
Barney, Inc., Deutsche Bank Securities, Inc. and Fleet
Securities, Inc. relating to the Senior Notes.
4.4 Registration Rights Agreement dated June 25, 2002, among
Technical Olympic USA, Inc., certain direct and indirect
subsidiaries of Technical Olympic USA, Inc., Salomon Smith
Barney Inc., Deutsche Bank Securities Inc. and Fleet
Securities, Inc. relating to the Senior Subordinated Notes.
99.1 Press Release of Technical Olympic USA, Inc. (formerly Newmark
Homes Corp.) dated June 25, 2002.
99.2 Credit Agreement dated June 25, 2002, among Technical Olympic
USA, Inc., the Lenders and Issuers named therein, Citicorp
North America, Inc. as Administrative Agent, Fleet National
Bank as Documentation Agent and Salomon Smith Barney Inc. as
Sole Arranger and Sole Book Manager.
99.3 Employment Agreement between Newmark Homes Corp. and Antonio
B. Mon dated April 5, 2002 (incorporated by reference to
Exhibit 99.E to Newmark's Information Statement on Schedule
14-C filed with the Commission on June 3, 2002).