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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): NOVEMBER 20, 2000
ENGLE HOMES, INC.
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(Exact Name of Registrant as Specified in its Charter)
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FLORIDA 0-19633 59-2214791
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(State or Other (Commission File Number) (IRS Employer ID No.)
Jurisdiction of Incorporation)
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123 N.W. 13TH STREET, SUITE 300, BOCA RATON, FLORIDA 33432
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (561) 391-4012
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ENGLE HOMES, INC.
FORM 8-K
CURRENT REPORT
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On November 20, 2000, Technical Olympic USA, Inc. ("Olympic")
and the Registrant jointly announced that Olympic had accepted the tender of
shares of common stock of the Registrant pursuant to the tender offer (the
"Offer") described in the Offer to Purchase dated October 20, 2000 by Helios
Acquisition Corp. ("Helios"), a wholly-owned subsidiary of Olympic. Olympic
accepted for payment approximately 10,660,000 shares of the Registrant's common
stock (the "Tendered Shares") pursuant to the Offer, which represents
approximately 98.0% of the outstanding shares of the Registrant's common stock
and of the voting power of the Registrant. An additional 112,000 shares of
common stock were tendered pursuant to Notices of Guaranteed Delivery. The Offer
expired on 12:00 Midnight, New York City time, on Friday, November 17, 2000 (the
"Expiration Date"). All shares of common stock validly tendered and not property
withdrawn prior to the Expiration Date were accepted by Olympic.
Olympic acquired the Tendered Shares for a price of $19.10 per
share. The per share consideration was determined through arm's length
negotiations among Olympic and representatives of Registrant, with consideration
given to the fairness opinion provided to Registrant by Salomon Smith Barney,
Inc., the Registrant's investment banking advisor.
The Offer was made pursuant to the terms of an Agreement and
Plan of Merger (the "Agreement") entered into between the Registrant, Helios,
and Olympic on October 12, 2000. The Agreement provides that, following the
consummation of the Offer and satisfaction of the other conditions set forth in
the Agreement and in accordance with the relevant provisions of the Florida
General Corporation Law, Helios will be merged with and into the Registrant (the
"Merger") and all remaining untendered shares will (subject to appraisal rights,
if any) be converted in the Merger into the right to receive $19.10 per share in
cash. The Registrant will be the surviving corporation (the "Surviving
Corporation") and the Surviving Corporation will be a wholly owned subsidiary of
Olympic.
By virtue of Olympic's acquisition of approximately 98.0% of
Registrant's outstanding stock, a change in control of Registrant has occurred.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS, AND EXHIBITS
(C) EXHIBITS
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of October 12, 2000, by and
among Helios Acquisition Corp., Technical Olympic USA, Inc., and the
Registrant (incorporated by reference from Exhibit (d)(1) to Olympic's
Tender Offer Statement on Schedule TO dated October 20, 2000).
99.1 Press Release dated November 20, 2000 (incorporated by reference from
Exhibit (a)(10) to Amendment No. 4 to the Tender Offer Statement on
Schedule TO filed by the Registrant and Technical Olympic USA on
November 20, 2000.)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 20, 2000 ENGLE HOMES, INC.
By: /s/ David Shapiro
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Name: David Shapiro
Title: Vice President and Chief Finance Officer
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