<PAGE> 1
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
---------------------
ENGLE HOMES, INC.
(Name Of Subject Company (Issuer))
HELIOS ACQUISITION CORP.
TECHNICAL OLYMPIC USA, INC.
TECHNICAL OLYMPIC S.A.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
292896107
(Cusip Number of Class of Securities)
HOLLY A. HUBENAK, ESQ.
TECHNICAL OLYMPIC USA, INC.
1200 SOLDIERS FIELD DRIVE
SUGAR LAND, TEXAS 77479
(281) 243-0127
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidders)
Copy to:
JAMES M. PRINCE, ESQ.
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
1001 FANNIN
HOUSTON, TEXAS 77002
(713) 758-2222
--------------------------------------------------------------------------------
CALCULATION OF FILING FEE
<TABLE>
<S> <C>
Transaction Valuation* Amount of Filing Fee**
$226,079,805 $45,216
</TABLE>
* Estimated for purposes of calculating the filing fee only. Calculated by
multiplying $19.10, the Offer price per Share, by 11,836,639, the sum of
10,871,539 currently outstanding Shares sought in the Offer and 965,100
Shares subject to options.
** 1/50 of one percent of Transaction Valuation.
--------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $45,216
--------------------------------------------------------------------------------
Form or Registration No.: Schedule TO
--------------------------------------------------------------------------------
Filing Party: Offerors
--------------------------------------------------------------------------------
Date Filed: October 10, 2000
--------------------------------------------------------------------------------
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
--------------------------------------------------------------------------------
Check the following box if the filing is a final amendment reporting the results
of the tender offer:
[ ]
===============================================================================
<PAGE> 2
This Amendment No 1 to the Tender Offer Statement on Schedule TO (this
"Amendment") relates to the offer by Helios Acquisition Corp. (the "Purchaser"),
a Florida corporation, and a direct wholly owned subsidiary of Technical Olympic
USA, Inc. ("Technical Olympic USA"), a Delaware corporation, which, in turn is
an indirect wholly-owned subsidiary of Technical Olympic S.A., a Greek
corporation, to purchase all of the issued and outstanding shares of common
stock, par value $0.01 per share, (the "Shares") of Engle Homes, Inc. (the
"Company"), at a price of $19.10 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated October 20, 2000 (as may be amended or supplemented
from time to time, the "Offer to Purchase"), a copy of which has been previously
filed as Exhibit (a)(1) hereto, and in the related Letter of Transmittal (as may
be amended or supplemented from time to time, the "Letter of Transmittal"), a
copy of which has been previously filed as Exhibit (a)(2) hereto (which,
together with the Offer to Purchase, as each may be amended or supplemented from
time to time, collectively constitute the "Offer").
The information in the Offer to Purchase, including the schedule thereto,
and the related Letter of Transmittal is hereby expressly incorporated herein by
reference in response to all the items of Schedule TO, as amended, except as
otherwise set forth below.
The Offer to Purchase is hereby amended and supplemented as follows:
1. Item 8 of the Offer to Purchase entitled "Certain Information Concerning
the Company" is hereby amended and supplemented by amending and restating the
last paragraph under the caption "Certain Financial Projections" to read as
follows:
"The Projections were prepared solely for internal use and not with a view
to public disclosure or compliance with the published guidelines of the SEC or
the American Institute of Certified Public Accountants regarding projections and
were not prepared with the assistance of, or reviewed by, independent
accountants. The Projections are included in this Offer to Purchase solely
because such information was furnished to Technical Olympic and the Purchaser by
the Company. The Projections were not prepared in accordance with generally
accepted accounting principles and were not audited or reviewed by any
independent accounting firm, nor did any such firm perform any other services
with respect thereto. The Projections are based on a variety of assumptions
relating to the business of the Company, industry performance, general business
and economic conditions and other matters, which are inherently subject to
significant uncertainties and contingencies, many of which are beyond the
Company's control. These assumptions involve judgments with respect to, among
other things, future economic and competitive conditions, inflation rates and
future business conditions. Accordingly, there can be no assurance that the
assumptions made in preparing the Projections will prove accurate, and actual
results may be materially greater or less than those contained in the
Projections. The inclusion of the Projections herein should not be regarded as
an indication that the Company, Technical Olympic, the Purchaser or their
respective affiliates or representatives considered or consider the Projections
to be a reliable prediction of future events, and the Projections should not be
relied upon as such. None of Technical Olympic or the Purchaser or any of their
respective affiliates assumes any responsibility for the validity,
reasonableness, accuracy or completeness of the Projections. None of Technical
Olympic, the Purchaser or the Company is under any obligation to or has any
intention to update the Projections at any future time."
2. Item 12 of the Offer to Purchase entitled "Certain Conditions to the
Offer" is hereby amended and supplemented by amending and restating the
penultimate paragraph of that Item to read as follows:
"The conditions set forth in clauses (a) through (h) above are for the sole
benefit of Technical Olympic and the Purchaser and may be asserted by Technical
Olympic and the Purchaser regardless of the circumstances giving rise to such
condition and may be waived by Technical Olympic and the Purchaser in whole or
in part at any time at or prior to the expiration of the Offer, by express and
specific action to that effect, in their sole discretion. The failure by
Technical Olympic or the Purchaser at any time to exercise any of the foregoing
rights shall not be deemed a waiver of any such right, the waiver of any such
right with respect to particular facts and other circumstances shall not be
deemed a waiver with respect to any other facts and circumstances, and each such
right shall be deemed an ongoing right that may be asserted at any time and from
time to time."
Schedule TO is further hereby amended and supplemented by adding Technical
Olympic S.A. as an Offeror and a signatory thereto. Information concerning
Technical Olympic S.A., and its officers and directors is set forth in the Offer
to Purchase.
<PAGE> 3
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
TECHNICAL OLYMPIC USA, INC.
By: /s/ HOLLY A. HUBENAK
----------------------------------
Name: Holly A. Hubenak
Title: Vice President, Secretary
and General Counsel
TECHNICAL OLYMPIC S.A.
By: /s/ CONSTANTINOS STENGOS
----------------------------------
Name: Constantinos Stengos
Title: Chairman and Managing
Director
HELIOS ACQUISITION CORP.
By: /s/ HOLLY A. HUBENAK
----------------------------------
Name: Holly A. Hubenak
Title: Vice President and
Secretary
Dated: November 6, 2000
