<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ENGLE HOMES, INC.
(Name Of Subject Company (Issuer))
HELIOS ACQUISITION CORP.
TECHNICAL OLYMPIC USA, INC.
(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
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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.
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[ ] 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: N/A
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Form or Registration No.: N/A
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Filing Party: N/A
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Date Filed: N/A
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[ ] 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.
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Check the following box if the filing is a final amendment reporting the results
of the tender offer:
[ ]
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<PAGE> 2
This Tender Offer Statement on Schedule TO (this "Schedule TO") 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"), a Delaware 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 is
attached hereto as Exhibit (a)(1), 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 is attached hereto as Exhibit (a)(2) (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 this Schedule TO, except as otherwise
set forth below.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
(a)(1) -- Offer to Purchase dated October 20, 2000.
(a)(2) -- Letter of Transmittal.
(a)(3) -- Notice of Guaranteed Delivery.
(a)(4) -- Form of letter, dated October 20, 2000, to brokers,
dealers, commercial banks, trust companies and other
nominees.
(a)(5) -- Form of letter, dated October 20, 2000, to clients to be
used by brokers, dealers, commercial banks, trust
companies and other nominees.
(a)(6) -- IRS Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(7) -- Joint Press Release issued by the Company and Technical
Olympic on October 12, 2000. This press release was filed
under cover of Schedule TO with the Securities and
Exchange Commission on October 12, 2000, and is
incorporated herein by reference.
(a)(8) -- Joint Press Release issued by the Company and Technical
Olympic on October 20, 2000.
(a)(9) -- Form of summary advertisement dated October 20, 2000.
(d)(1) -- Agreement and Plan of Merger, dated as of October 12,
2000, by and among the Company, Technical Olympic and the
Purchaser.
(d)(2) -- Stock Voting and Tender Agreement, dated as of October
12, 2000, by and among the Purchaser, Technical Olympic
and certain shareholders of the Company.
(d)(3) -- Employment Agreement, dated as of October 12, 2000,
between the Company and Alec Engelstein (including a
Non-Competition Agreement in the form attached as Exhibit
A).
(d)(4) -- Employment Agreement, dated as of October 12, 2000,
between the Company and Harry Engelstein.
(d)(5) -- Employment Agreement, dated as of October 12, 2000,
between the Company and John A. Kraynick.
(d)(6) -- Employment Agreement, dated as of October 12, 2000,
between the Company and Lawrence R. Shawe.
(d)(7) -- Employment Agreement, dated as of October 12, 2000,
between the Company and David Shapiro.
(d)(8) -- Employment Agreement, dated as of October 12, 2000,
between the Company and Paul M. Leikert.
</TABLE>
<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
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Name: Holly A. Hubenak
Title: Vice President, Secretary
and
General Counsel
HELIOS ACQUISITION CORP.
By: /s/ HOLLY A. HUBENAK
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Name: Holly A. Hubenak
Title: Vice President and
Secretary
Dated: October 20, 2000
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
(a)(1) -- Offer to Purchase dated October 20, 2000.
(a)(2) -- Letter of Transmittal.
(a)(3) -- Notice of Guaranteed Delivery.
(a)(4) -- Form of letter, dated October 20, 2000, to brokers,
dealers, commercial banks, trust companies and other
nominees.
(a)(5) -- Form of letter, dated October 20, 2000, to clients to be
used by brokers, dealers, commercial banks, trust
companies and other nominees.
(a)(6) -- IRS Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(7) -- Joint Press Release issued by the Company and Technical
Olympic on October 12, 2000. This press release was filed
under cover of Schedule TO with the Securities and
Exchange Commission on October 12, 2000, and is
incorporated herein by reference.
(a)(8) -- Joint Press Release issued by the Company and Technical
Olympic on October 20, 2000.
(a)(9) -- Form of summary advertisement dated October 20, 2000.
(d)(1) -- Agreement and Plan of Merger, dated as of October 12,
2000, by and among the Company, Technical Olympic and the
Purchaser.
(d)(2) -- Stock Voting and Tender Agreement, dated as of October
12, 2000, by and among the Purchaser, Technical Olympic
and certain shareholders of the Company.
(d)(3) -- Employment Agreement, dated as of October 12, 2000,
between the Company and Alec Engelstein (including a
Non-Competition Agreement in the form attached as Exhibit
A).
(d)(4) -- Employment Agreement, dated as of October 12, 2000,
between the Company and Harry Engelstein.
(d)(5) -- Employment Agreement, dated as of October 12, 2000,
between the Company and John A. Kraynick.
(d)(6) -- Employment Agreement, dated as of October 12, 2000,
between the Company and Lawrence R. Shawe.
(d)(7) -- Employment Agreement, dated as of October 12, 2000,
between the Company and David Shapiro.
(d)(8) -- Employment Agreement, dated as of October 12, 2000,
between the Company and Paul M. Leikert.
</TABLE>
