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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
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ENGLE HOMES, INC.
(Name Of Subject Company (Issuer))
HELIOS ACQUISITION CORP.
TECHNICAL OLYMPIC USA, INC.
TECHNICAL OLYMPIC S.A.
TECHNICAL OLYMPIC (UK) PLC
(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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[X] 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
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Form or Registration No.: Schedule TO
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Filing Party: Offerors
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Date Filed: October 20, 2000
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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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This Amendment No. 3 (this "Amendment") to the Tender Offer Statement on
Schedule TO (the "Schedule TO") relates to the offer by Helios Acquisition Corp.
(the "Purchaser"), a Florida corporation, and a 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) to the Schedule TO 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) to the Schedule TO (which, together with the Offer to Purchase, as each
may be amended or supplemented from time to time, collectively constitute the
"Offer").
ITEM 12. EXHIBITS.
The Schedule TO is hereby supplemented by adding the exhibits set forth
below.
EXHIBIT
NUMBER DESCRIPTION
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(b)(1) -- Credit Agreement dated November __, 2000 among Technical
Olympic USA, Inc., as Borrower, the several lenders made
parties thereto, and Bank of America Mortgage Capital
Corporation, as Administrative Agent.
(b)(2) -- Credit Agreement dated November __, 2000 among Engle Homes,
Inc., as Borrower, the several lenders made parties thereto
and Bank of America, N.A., as Administrative Agent.
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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
TECHNICAL OLYMPIC S.A.
By: /s/ HOLLY A. HUBENAK
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Name: Holly A. Hubenak
Title: Vice President -- General
Counsel
TECHNICAL OLYMPIC (UK) Plc
By: /s/ HOLLY A. HUBENAK
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Name: Holly A. Hubenak
Title: Vice President -- General
Counsel
HELIOS ACQUISITION CORP.
By: /s/ HOLLY A. HUBENAK
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Name: Holly A. Hubenak
Title: Vice President and
Secretary
Dated: November 16, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(b)(1) -- Credit Agreement dated November __, 2000 among Technical
Olympic USA, Inc., as Borrower, the several lenders made
parties thereto, and Bank of America Mortgage Capital
Corporation, as Administrative Agent.
(b)(2) -- Credit Agreement dated November __, 2000 among Engle Homes,
Inc., as Borrower, the several lenders made parties thereto
and Bank of America, N.A., as Administrative Agent.
