<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Engle Homes, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
292896107
(CUSIP Number)
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)
OCTOBER 12, 2000
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
Page 1 of 16 Pages
<PAGE> 2
CUSIP NO. 292896107 Page 2 of 16 Pages
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Helios Acquisition Corp.
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group*
(A) [ ]
(B) [x]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds AF, OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Florida, United States
--------------------------------------------------------------------------------
7 Sole Voting Power
0
------------------------------------------------------
Number of 8 Shared Voting Power*
Shares
Beneficially 3,743,049 shares
Owned by ------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
Person 0
with ------------------------------------------------------
10 Shared Dispositive Power*
3,743,049 shares
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person
3,743,049 shares
--------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
34.4%
--------------------------------------------------------------------------------
14 Type of Reporting Person
CO
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group and
(b) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person.
<PAGE> 3
CUSIP NO. 292896107 Page 3 of 16 Pages
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Technical Olympic USA, Inc.
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group*
(A) [ ]
(B) [x]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds AF, OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware, United States
--------------------------------------------------------------------------------
7 Sole Voting Power
0
------------------------------------------------------
Number of 8 Shared Voting Power*
Shares
Beneficially 3,743,049 shares
Owned by ------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
Person 0
with ------------------------------------------------------
10 Shared Dispositive Power*
3,743,049 shares
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person
3,743,049 shares
--------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
34.4%
--------------------------------------------------------------------------------
14 Type of Reporting Person
CO
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group and
(b) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person.
<PAGE> 4
CUSIP NO. 292896107 Page 4 of 16 Pages
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Technical Olympic (UK) Plc
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group*
(A) [ ]
(B) [x]
--------------------------------------------------------------------------------
3 SEC use only
--------------------------------------------------------------------------------
4 Source of Funds AF, OO
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Great Britain
--------------------------------------------------------------------------------
7 Sole Voting Power
0
------------------------------------------------------
Number of 8 Shared Voting Power*
Shares
Beneficially 3,743,049 shares
Owned by ------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
Person 0
with ------------------------------------------------------
10 Shared Dispositive Power*
3,743,049 shares
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person
3,743,049 shares
--------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
34.4%
--------------------------------------------------------------------------------
14 Type of Reporting Person
OO
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group and
(b) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person.
<PAGE> 5
CUSIP NO. 292896107 Page 5 of 16 Pages
--------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Technical Olympic S.A.
--------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group*
(A) [ ]
(B) [x]
--------------------------------------------------------------------------------
3 SEC use
--------------------------------------------------------------------------------
4 Source of Funds WC
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Greece
--------------------------------------------------------------------------------
7 Sole Voting Power
0
------------------------------------------------------
Number of 8 Shared Voting Power*
Shares
Beneficially 3,743,049 shares
Owned by ------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
Person 0
with ------------------------------------------------------
10 Shared Dispositive Power*
3,743,049 shares
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person
3,743,049 shares
--------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
34.4%
--------------------------------------------------------------------------------
14 Type of Reporting Person
OO
--------------------------------------------------------------------------------
* The Reporting Person expressly disclaims (a) the existence of any group and
(b) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person.
<PAGE> 6
This Statement on Schedule 13D (this "Schedule 13D") relates to the
Agreement and Plan of Merger, dated as of October 12, 2000 (the "Merger
Agreement") by and among Technical Olympic USA, Inc., a Delaware corporation
("Technical Olympic"), Helios Acquisition Corp., a Florida corporation and a
wholly owned subsidiary of Technical Olympic, and Engle Homes, Inc., a Florida
corporation ("Engle Homes" or the "Issuer"). Pursuant to the Merger Agreement,
Helios Acquisition Corp. commenced a tender offer to purchase all of the
outstanding Shares (as defined below) at a price of $19.10 per Share, net to the
seller in cash. Following the tender offer, and subject to certain conditions,
Helios Acquisition Corp. will merge with and into Engle Homes, with Engle Homes
surviving the merger as a wholly owned subsidiary of Technical Olympic. In the
merger, each Share outstanding immediately prior to the effective time of the
merger (other than Shares owned by Engle Homes, any direct or indirect wholly
owned Subsidiary (as defined in the Merger Agreement) of Engle Homes, Technical
Olympic or Helios Acquisition Corp. or any Shares held by shareholders properly
exercising dissenters' rights, if available) will be converted into the right to
receive $19.10 per share in cash, or any greater per share price paid in the
tender offer in cash, without interest. The Merger Agreement has been filed as
Exhibit (d)(1) to Technical Olympic's Tender Offer Statement on Schedule TO,
filed with the SEC on October 20, 2000, and is incorporated herein by reference.
The Offer to Purchase setting forth the terms of the tender offer has been filed
as Exhibit (a)(1) to Technical Olympic's Tender Offer Statement on Schedule TO,
filed on October 20, 2000, and is incorporated herein by reference.
This Schedule 13D also relates to the Stock Voting and Tender Agreement
(the "Shareholders Agreement"), dated October 12, 2000, between Technical
Olympic and the following Engle Homes' shareholders: Alec Engelstein, Sheila
Engelstein, Harry Engelstein, David Shapiro, Engelstein Irrevocable Trust dated
December 29, 1992, Engelstein Children's Irrevocable Trust dated March 15, 1995
and Engelstein Grandchildren's Irrevocable Trust dated March 15, 1995 (each a
"Shareholder," and collectively, the "Shareholders"). Pursuant to the
Shareholders Agreement, each Shareholder agreed, among other things, (1) to
tender his/hers/its Shares in the tender offer, (2) to vote in favor of the
merger, (3) to irrevocably appoint Helios Acquisition Corp. and any of its
designees his/hers/its proxy to vote his/hers/its shares in favor of the merger
and (4) to irrevocably grant to Technical Olympic an option to purchase
his/hers/its shares at a purchase price per Share equal to $19.10, or any higher
price paid in the tender offer, in cash. The Shareholders Agreement entered into
with each of the listed Shareholders has been filed as Exhibit (d)(2) to
Technical Olympic's Tender Offer Statement on Schedule TO, filed with the SEC on
October 20, 2000, and is incorporated herein by reference. The Shareholders
Agreement includes a schedule that sets forth the name, notice address and
Shares for each Shareholder.
Item 1. Security and Issuer
This Schedule 13D relates to the shares of common stock, par value
$0.01 per share (the "Shares"), of Engle Homes. The principal executive offices
of Engle Homes are located at 123 N.W. 13th Street, Suite 300, Boca Raton,
Florida, 33432.
Item 2. Identity and Background.
(a) Name of Person(s) Filing this Statement (the "Reporting
Persons"):
Helios Acquisition Corp., a corporation formed under
the laws of the State of Florida
Technical Olympic USA, Inc., a corporation formed under
the laws of the State of Delaware
Technical Olympic (UK) Plc, a public limited company formed under the
laws of Great Britain
Technical Olympic S.A., a company formed under the laws
of Greece
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<PAGE> 7
(b) Business Address of Reporting Persons:
Helios Acquisition Corp.
1200 Soldiers Field Drive
Sugar Land, Texas 77479
Technical Olympic USA, Inc.
1200 Soldiers Field Drive
Sugar Land, Texas 77479
Technical Olympic (UK) Plc
20 Solomou Street
Ana Kalamaki
Athens, Greece 17456
Technical Olympic S.A.
20 Solomou Street
Ana Kalamaki
Athens, Greece 17456
(c) Present Principal Occupation or Employment:
Helios Acquisition Corp. is a company that was formed
for the purpose of making the tender offer for the Shares.
Technical Olympic USA, Inc. is a holding company that
invests directly or indirectly in various companies based in the
United States.
Technical Olympic (UK) Plc is a holding company that
invests directly or indirectly in various companies and
engages in the real estate industry.
Technical Olympic S.A. is a publicly traded diversified construction
company based in Greece and invests directly or indirectly
in various companies.
Pursuant to Instruction C to Schedule 13D of the Exchange
Act, information regarding the directors and executive
officers of the Reporting Persons follows:
-7-
<PAGE> 8
DIRECTORS AND EXECUTIVE OFFICERS OF HELIOS ACQUISITION CORP.
<TABLE>
<CAPTION>
NAME AND TITLE BUSINESS ADDRESS BOARD OF
(PRINCIPAL BUSINESS OR DIRECTORS
OCCUPATION) AND CITIZENSHIP
<S> <C> <C>
Constantinos Stengos 20 Solomou Street Director
President Ana Kalamaki
(Chairman and Managing Director of Athens, Greece 17456
Technical Olympic S.A.)
Citizenship: Greece
Tommy L. McAden 3624 Long Prarie Director
Vice President, Treasurer and Assistant Secretary Flower Mound, Texas 75022
(Director, Vice President and Chief Financial
Officer of Technical Olympic USA, Inc.)
Citizenship: United States
Holly A. Hubenak 1200 Soldiers Field Drive Director
Vice President and Secretary Sugar Land, Texas 77479
(Vice President, Secretary and General
Counsel of Technical Olympic USA, Inc.)
Citizenship: United States
</TABLE>
DIRECTORS AND EXECUTIVE OFFICERS OF TECHNICAL OLYMPIC USA, INC.
<TABLE>
<CAPTION>
NAME AND TITLE BUSINESS ADDRESS BOARD OF
(PRINCIPAL BUSINESS OR DIRECTORS
OCCUPATION) AND CITIZENSHIP
<S> <C> <C>
Constantinos Stengos 20 Solomou Street Director
President Ana Kalamaki
(See above.) Athens, Greece 17456
Yannis Delikanakis 20 Solomou Street Director
Vice President Ana Kalamaki
(Real Estate & Housing Athens, Greece 17456
Director of Technical Olympic S.A.)
Citizenship: Greece
Andreas Stengos 20 Solomou Street Director
Treasurer Ana Kalamaki
(Director and General Manager of Athens, Greece 17456
Technical Olympic S.A.)
Citizenship: Greece
George Stengos 20 Solomou Street Director
Assistant Secretary and Ana Kalamaki
Assistant Treasurer Athens, Greece 17456
(Stock Market and
Purchasing Director of
Technical Olympic S.A.)
Citizenship: Greece
Zoi Stengou 20 Solomou Street Director
Vice President Ana Kalamaki
(Director and Vice President of Athens, Greece 17456
Technical Olympic S.A.)
Citizenship: Greece
Tommy L. McAden 3624 Long Prairie Director
(See above.) Flower Mound, Texas 75022
Holly A. Hubenak 1200 Soldiers Field Drive
(See above.) Sugar Land, Texas 77479
</TABLE>
-8-
<PAGE> 9
DIRECTORS AND EXECUTIVE OFFICERS OF
TECHNICAL OLYMPIC (UK) PLC
<TABLE>
<CAPTION>
NAME AND TITLE BUSINESS ADDRESS BOARD OF
(PRINCIPAL BUSINESS OR DIRECTORS
OCCUPATION) AND CITIZENSHIP
<S> <C> <C>
Constantinos Stengos 20 Solomou Street Director
General Director Ana Kalamaki
(See above.) Athens, Greece 17456
Zoi Stengou 20 Solomou Street Director
Vice President Ana Kalamaki
(See above.) Athens, Greece 17456
Andreas Stengos 20 Solomou Street Director
General Director Ana Kalamaki
(See above.) Athens, Greece 17456
George Stengos 20 Solomou Street Director
Corporate Secretary Ana Kalamaki
(See above.) Athens, Greece 17456
</TABLE>
- 9 -
<PAGE> 10
DIRECTORS AND EXECUTIVE OFFICERS OF
TECHNICAL OLYMPIC S.A.
<TABLE>
<CAPTION>
NAME AND TITLE BUSINESS ADDRESS BOARD OF
(PRINCIPAL BUSINESS OR DIRECTORS
OCCUPATION) AND CITIZENSHIP
<S> <C> <C>
Constantinos Stengos 20 Solomou Street Director and
Chairman and Managing Director Ana Kalamaki President of the
(See above.) Athens, Greece 17456 Board of Directors
Andreas Stengos 20 Solomou Street Director
General Manager Ana Kalamaki
(See above.) Athens, Greece 17456
Zoi Stengou 20 Solomou Street Director
Vice President Ana Kalamaki
(See above.) Athens, Greece 17456
Chrissi Stengou 20 Solomou Street Director
Architectural Works Ana Kalamaki
Director Athens, Greece 17456
(primary occupation)
Citizenship: Greece
George Stengos 20 Solomou Street
Stock Market and Ana Kalamaki
Purchasing Director Athens, Greece 17456
(See above.)
Constantinos Lampos 20 Solomou Street Director
Technical Director Ana Kalamaki
(Highway Projects) Athens, Greece 17456
(primary occupation)
Citizenship: Greece
Yannis Delikanakis 20 Solomou Street
Real Estate & Housing Ana Kalamaki
Director Athens, Greece 17456
(See above.)
Thanasis Klapadakis 20 Solomou Street Director
Legal Matters & Ana Kalamaki
Arbitrations Director Athens, Greece 17456
(primary occupation)
Citizenship: Greece
George Hatzis 20 Solomou Street
Financial Director - Ana Kalamaki
Main Offices Athens, Greece 17456
(primary occupation)
Citizenship: Greece
Takis Kazantzis 20 Solomou Street
Financial Director- Ana Kalamaki
South & North Western Athens, Greece 17456
Greece
(primary occupation)
Citizenship: Greece
Marianna Stengou 20 Solomou Street
Public Relations Director Ana Kalamaki
(primary occupation) Athens, Greece 17456
Citizenship: Greece
Spiros Magliveras 20 Solomou Street
Financial Main Offices Director Ana Kalamaki
(primary occupation) Athens, Greece 17456
Citizenship: Greece
</TABLE>
(b) None of the entities or persons identified in this Item 2 has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(c) None of the entities or persons identified in this Item 2 has, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws on finding any violations with respect to such
laws.
- 10 -
<PAGE> 11
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth in Sections 1.1 (the "Offer"), 2.8(c)
("Conversion of Company Common Stock") and 2.9 ("Surrender and Payment") of the
Merger Agreement, in Section 13 ("Source and Amount of Funds") in the Offer to
Purchase, and in Section 3 ("Option Shares") of the Shareholders Agreement is
incorporated herein by reference.
Item 4. Purpose of the Transaction.
The purpose of the Merger Agreement is for Technical Olympic to
acquire control of, and the entire equity interest in, Engle Homes. The
Shareholders Agreement was entered into in connection with the execution of the
Merger Agreement as an inducement to Technical Olympic to enter into the Merger
Agreement. The information set forth in Article 1 ("The Tender Offer"), Article
2 ("The Merger") and Section 4.1 ("Covenants Relating to the Conduct of
Business of the Company") of the Merger Agreement and in Section 7 ("Effect of
the Offer on the Market for the Shares; Stock Quotation; Exchange Act
Registration; Margin Regulations"), Section 11 ("Purpose of the Offer; Plans
for the Company; the Merger Agreement and Related Matters; Other Arrangements")
and Section 14 (Dividends and Distributions) of the Offer to Purchase is
incorporated herein by reference.
Item 5. Interest in the Securities of the Issuer.
(a) Pursuant to the Shareholders Agreement, each of Helios Acquisition
Corp., Technical Olympic, Technical Olympic (UK) Plc and Technical Olympic S.A.
may be deemed a beneficial owner of 3,743,049 Shares (constituting
approximately 34.4% of the outstanding Shares, based on the number of Shares
outstanding on October 11, 2000, as set forth in the Merger Agreement). Any
Shares acquired by a Shareholder after the date of the Shareholders Agreement,
(pursuant to the exercise of an option or otherwise) will also be subject to
the terms of the Shareholders Agreement. However, the Shareholders have
indicated to Technical Olympic that they do not intend to exercise any options
for Shares or to acquire Shares in any other manner after such date.
(b) Each of Helios Acquisition Corp., Technical Olympic, Technical Olympic
(UK) Plc and Technical Olympic S.A. may be deemed to have sole voting power
with respect to none of the Shares; has shared voting power with respect to
3,743,049 of the Shares; has sole dispositive power with respect to none of the
Shares; and has shared dispositive power with respect to 3,743,049 of the
Shares.
(c) Except as described herein neither Helios Acquisition Corp., Technical
Olympic, Technical Olympic (UK) Plc or Technical Olympic S.A. nor, to the best
of their respective knowledge, any of their respective executive officers and
directors, has effected any transactions in the Shares during the past 60 days.
(d) Except as set forth in this Schedule 13D, each of Helios Acquisition
Corp., Technical Olympic, Technical Olympic (UK) Plc and Technical Olympic S.A.
does not know of any other person who has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Shares beneficially owned by Technical Olympic.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except as contemplated by the Merger Agreement and the Shareholders
Agreement and as set forth in this Item 6, none of the persons named in Item 2
has any contracts, arrangements, understandings or relationships (legal or
otherwise) with any persons with respect to any securities of the Issuer,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies. Pursuant to the expected financing arrangements set forth in Section
13 ("Source and Amount of Funds") of the Offer to Purchase which is incorporated
herein by reference, the Shares may be pledged to the lenders.
Item 7. Material to be Filed as Exhibits.
Exhibit 7.1* Agreement and Plan of Merger, dated as of October 12, 2000,
by and among Technical Olympic USA, Inc., Helios Acquisition
Corp. and Engle Homes, Inc.
Exhibit 7.2* Stock Voting and Tender Agreement, dated as of October 12,
2000, by and among Helios Acquisition Corp., Technical
Olympic USA, Inc. and certain shareholders of Engle
Homes, Inc.
Exhibit 99.1 Joint Filing Agreement among the parties regarding filing of
Schedule 13D
* Filed as an exhibit to Technical Olympic's Tender Offer Statement on Schedule
TO, dated October 20, 2000, and incorporated herein by reference.
-11-
<PAGE> 12
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
October 23, 2000 HELIOS ACQUISITION CORP.
By: /s/ Holly A. Hubenak
------------------------------
Name: Holly A. Hubenak
Title: Vice President and Secretary
-12-
<PAGE> 13
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
October 23, 2000 TECHNICAL OLYMPIC USA, INC.
By: /s/ Holly A. Hubenak
------------------------------
Name: Holly A. Hubenak
Title: Vice President, Secretary
and General Counsel
-13-
<PAGE> 14
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
October 23, 2000 TECHNICAL OLYMPIC (UK) PLC
By: /s/ Holly A. Hubenak
------------------------------
Name: Holly A. Hubenak
Title: Authorized Signatory
-14-
<PAGE> 15
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
October 23, 2000 TECHNICAL OLYMPIC S.A.
By: /s/ Holly A. Hubenak
------------------------------
Name: Holly A. Hubenak
Title: Authorized Signatory
-15-
<PAGE> 16
EXHIBIT INDEX
Exhibit 7.1* Agreement and Plan of Merger, dated as of October 12, 2000, by
and among Technical Olympic USA, Inc., Helios Acquisition Corp.
and Engle Homes, Inc.
Exhibit 7.2* Stock Voting and Tender Agreement, dated as of October 12, 2000,
by and among Helios Acquisition Corp., Technical Olympic USA,
Inc. and certain shareholders of Engle Homes, Inc.
Exhibit 99.1 Joint Filing Agreement among the parties regarding filing of
Schedule 13D
* Filed as an exhibit to Technical Olympic's Tender Offer Statement on Schedule
TO, dated October 20, 2000, and incorporated herein by reference.
-16-
