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OMB
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OMB Number: 3235-0058 |
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Expires: April 30, 2009 |
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Estimated
average burden
hours per response ... 2.50 |
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SEC FILE
NUMBER |
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CUSIP
NUMBER |
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF
LATE FILING
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(Check one): |
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þ Form 10-K
o Form 20-F
o Form 11-K
o Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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December 31, 2006 |
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o Transition Report on
Form 10-K |
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o Transition Report on
Form 20-F |
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o Transition Report on
Form 11-K |
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o Transition Report on
Form 10-Q |
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o Transition Report on
Form N-SAR |
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For the Transition Period
Ended:
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Read Instruction
(on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be
construed to imply that the Commission has verified any information contained
herein.
If the notification
relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:
PART I
REGISTRANT INFORMATION
Technical Olympic
USA, Inc.
Full Name of
Registrant
Former Name if
Applicable
4000 Hollywood
Boulevard, Suite 500N
Address of Principal
Executive Office (Street and Number)
City, State and Zip
Code
PART II
RULES 12b-25(b) AND (c)
If the subject report
could not be filed without unreasonable effort or expense and the registrant
seeks relief pursuant to Rule 12b-25(b), the following should be completed.
(Check box if appropriate)
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þ |
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(a)
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The reason described in reasonable detail in Part
III of this form could not be
eliminated without unreasonable effort or expense |
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(b)
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The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K,
Form N-SAR or Form N-CSR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q or subject
distribution report on Form 10-D, or portion thereof, will be filed on or
before the fifth calendar day following the prescribed due date; and |
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(c)
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The accountants statement or other exhibit
required by Rule 12b-25(c) has been attached if applicable. |
PART III
NARRATIVE
State below in
reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the
transition report or portion thereof, could not be filed within the prescribed
time period.
See Attachment
A
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SEC 1344 (03-05) |
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Persons who are to 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. |
(Attach extra
Sheets if Needed)
PART IV OTHER INFORMATION
(1) |
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Name and telephone number of person to contact in regard to this
notification |
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Stephen
M. Wagman |
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954 |
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364.4000 |
(Name) |
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(Area Code)
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(Telephone Number) |
(2) |
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Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |
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Yes þ No o |
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(3) |
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Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? |
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Yes þ No o |
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See
Attachment B |
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If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made. |
Technical
Olympic USA, Inc.
(Name of Registrant
as Specified in Charter)
has caused this
notification to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date
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March 19, 2007 |
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By |
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Stephen M. Wagman, EVP & CFO |
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ATTACHMENT A TO FORM 12b-25
Form 10-K for the Year Ended December 31, 2006
PART III NARRATIVE
Although the management of Technical Olympic USA, Inc. (the Registrant) has been working
diligently to complete all required information for its Form 10-K for the year ended December 31,
2006 (the Form 10-K), the Registrant is unable to file its Form 10-K within the prescribed time
period without unreasonable effort or expense. The Registrant does presently expect that it will
be able to file the Form 10-K on or before the fifteenth calendar day following the prescribed due
date.
The Registrant is extending the filing period for its Annual Report on Form 10-K for the
fiscal year ended December 31, 2006 due to recent developments in its continued settlement
discussions with representatives of the lenders in the senior and mezzanine credit facilities of
its Transeastern Joint Venture. As the discussions have progressed, the Registrant is in accordance with
SFAS No. 5, Accounting for Contingencies, evaluating a potential amount to be accrued in connection
with a possible restructuring of the Transeastern Joint Venture. No assurance can be given as to
what amounts would have to be ultimately paid in any settlement if one can be reached at all.
ATTACHMENT B TO FORM 12b-25
Form 10-K for the Year Ended December 31, 2006
PART IV OTHER INFORMATION
The Registrant anticipates that it will report a significant change in its results of
operations for the year ended December 31, 2006 from the previous year. The Registrant
anticipates that it will report a loss of $201.2 million for the year ended December 31, 2006,
compared to net income of $218.3 million for the previous fiscal year primarily due to the $145.1 million impairment recognized on
the investment in the Transeastern JV, a $275.0 million estimated loss contingency for the potential restructuring of the
Transeastern JV and $155.5 million in inventory impairments and write-off of land deposits and abandonment costs.