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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. 7 )*
Technical Olympic USA, Inc.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
(CUSIP Number)
Randy L. Kotler
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)
(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).
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. |
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878483106 |
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Page |
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3 |
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of |
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5 |
This Amendment No. 7 to Schedule 13D (this “Amendment”) amends 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, November 4, 2004 and September 21, 2005 by providing the additional 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 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended in its entirety to read as follows:
(a) The Reporting Person 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 67.0% of
the 59,590,519 shares of Common Stock outstanding as of June 16, 2006. 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 to the previously
filed Amendment No. 6 to the Schedule 13D 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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236,322 |
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.4 |
% |
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George Stengos |
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230,322 |
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.4 |
% |
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Konstantinos Stengos |
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283,197 |
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.5 |
% |
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Chrissa Stengou* |
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113,161 |
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.2 |
% |
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Marianna Stengou |
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247,072 |
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.4 |
% |
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Styliani Stengou |
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231,009 |
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.4 |
% |
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* Chrissa
Stengou disclaims beneficial ownership of an additional 113,161
shares of Common Stock owned by her husband.
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 described in Item 6 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.
(d) Except as described in Item 6 below, there is no other person that is known to have the
right to receive or the power to direct the receipt of dividends from, and or the proceeds from the
sale of, the shares of Common Stock which may be beneficially owned by the persons described in (a)
and (b) above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended to add the following:
As previously reported, the Reporting Person entered into a Pledge Agreement dated October 13,
2004, in favor of Citibank International PLC (the “Citibank Pledge Agreement”), in connection with
a $30,000,000 bond issue by the Reporting Person. Pursuant to the Citibank Pledge Agreement, the
Reporting Person pledged and assigned to the bond holders, and created a first priority security
interest in, all of its rights, title and interest in and to 3,750,000 shares of Common Stock. A
portion of the bond loan was repaid in December 2005 and as a result, 2,500,000 of the pledged
shares were released. There are currently 1,250,000 shares of Common Stock subject to the Citibank
Pledge Agreement.
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CUSIP
No. |
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878483106 |
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Page |
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4 |
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of |
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5 |
The Reporting Person entered into a Pledge Agreement dated June 16, 2006, (the “Agreement”) in
favor of Alpha Bank S.A. (“Alpha”), a credit institution established and operating under the
laws of Greece, in order to induce certain bond holders to extend credit to the Reporting Person
and to induce Alpha to act as representative for the bond holders in connection with a €20,000,000
bond issue by the Reporting Person (the “Bond Loan Plan”). Pursuant to the Agreement, the Reporting
Person has pledged and assigned to the bond holders, and created a first priority security interest
in, all of its rights, title and interest in and to 5,500,000 shares of Common Stock (the
“Shares”).
Prior to the declaration of an event of default under the Agreement, the Reporting Person
shall be entitled to vote or consent with respect to the Shares in any manner not inconsistent with
the Agreement or any instrument delivered pursuant to or in connection with the Agreement. Upon a
declaration of default, Alpha has the right to vote or consent with respect to the Shares and the
right to the dispose of the Shares. Pursuant to the Agreement, the Reporting Person granted to
Alpha an irrevocable proxy to vote the Shares, which proxy shall be effective upon the occurrence
of an event of default under the Agreement. The Agreement will continue in full force and effect
until all of the obligations of the Reporting Person to the bond holders arising under the Bond
Loan Plan or other documents delivered pursuant thereto have been paid in full or otherwise
satisfied.