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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act
of 1934
(Amendment No. 12 )*
Technical Olympic USA, Inc.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
(CUSIP Number)
Randy L. Kotler
4000 Hollywood Boulevard, Suite
500 N
Hollywood, Florida 33021
(954) 364-4000
(Name, Address and Telephone Number
of Person Authorized to
Receive Notices and Communications)
(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
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.
* The remainder of this cover page shall
be filled out for a reporting persons initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover
page.
The information required on the
remainder of this cover page shall not be deemed to be filed for the
purpose of Section 18 of the Securities Exchange Act of 1934 (Act)
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
This Amendment No. 13 to Schedule 13D (this Amendment) amends certain Items of the
Schedule 13D, originally filed with the Securities and Exchange Commission (the SEC) on December
27, 1999 and amended on February 14, 2000, February 11, 2003, November 13, 2003, December 16, 2003,
November 4, 2004, September 21, 2005, July 5, 2006, October 10, 2006, January 12, 2007, January 30,
2007, March 14, 2007, and on March 20, 2007 by providing the additional information set forth
below. Unless set forth below, all previous Items are unchanged. Capitalized terms used herein
which are not defined herein have the meanings given to them in the Schedule 13D, as amended,
previously filed with the SEC.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Item 6 is hereby amended to add the following:
As previously reported, the Reporting Person entered into a Pledge Agreement dated June 16,
2006 (the Alpha Agreement), in favor of Alpha Bank S.A. (Alpha), in connection with a
20,000,000 bond issue by the Reporting Person (the Alpha Bond Loan Plan). Pursuant to the Alpha
Agreement, the Reporting Person initially pledged and assigned to the bond holders, and created a
first priority security interest in, all of its rights, title and interest in and to 5,500,000
shares of Common Stock (the Alpha Initial Pledged Shares). On October 5, 2006, pursuant to the
terms of the Alpha Agreement, the Reporting Person pledged and assigned to the bond holders, and
created a first priority interest in, all of its rights, title and interest in and to an additional
2,400,000 shares of Common Stock (the Alpha First Additional Pledged Shares). On March 20, 2007,
pursuant to the terms of the Alpha Agreement, the Reporting Person pledged and assigned to the bond
holders, and created a first priority interest in, all of its rights, title and interest in and to
an additional 3,100,000 shares of Common Stock (the Alpha Second Additional Pledged Shares). On
April 3, 2007, pursuant to the terms of the Alpha Agreement, the Reporting Person pledged and
assigned to the bond holders, and created a first priority interest in, all of its rights, title
and interest in and to an additional 9,600,000 shares of Common Stock (collectively with the Alpha
Initial Pledged Shares, Alpha First Additional Pledged Shares, and Alpha Second Additional Pledged
Shares, the Alpha Shares).
Prior to the declaration of an event of default under the Alpha Agreement, the Reporting
Person is entitled to vote or consent with respect to the Alpha Shares in any manner not
inconsistent with the Alpha Agreement or any instrument delivered pursuant to or in connection with
the Alpha Agreement. Upon a declaration of default, Alpha has the right to vote or consent with
respect to the Alpha Shares and the right to dispose of the Alpha Shares. Pursuant to the Alpha
Agreement, the Reporting Person granted to Alpha an irrevocable proxy to vote the Alpha Shares,
which is effective upon the occurrence of an event of default under the Alpha Agreement. The Alpha
Agreement will continue in full force and effect until all of the obligations of the Reporting
Person to the bond holders arising under the Alpha Bond Loan Plan or other documents delivered
pursuant thereto have been paid in full or otherwise satisfied.
As previously reported, the Reporting Person entered into a Pledge Agreement dated December
28, 2006 (the Cyprus Agreement), in favor of Bank of Cyprus Public Company Limited (Cyprus), in
connection with a 10,000,000 bond issue by the Reporting Person (the Cyprus Bond Loan Plan).
Pursuant to the Cyprus Agreement, the Reporting Person initially pledged and assigned to the bond
holders, and created a first priority security interest in, all of its rights, title and interest
in and to 4,500,000 shares of Common Stock (the Cyprus Initial Pledged Shares). On March 14,
2007, pursuant to the terms of the Agreement, the Reporting Person pledged and assigned to the bond
holders, and created a first priority interest in, all of its rights, title and interest in and to
an additional 800,000 shares of Common Stock (the Cyprus First Pledged Shares). On April 3,
2007, pursuant to the terms of the Cyprus Agreement, the Reporting Person pledged and assigned to
the bond holders, and created a first priority interest in, all of its rights, title and interest
in and to an additional 5,000,000 shares of Common Stock (collectively with the Cyprus Initial
Pledged Shares, and the Cyprus First Pledged Shares, the Cyprus Shares).
Prior to the declaration of an event of default under the Cyprus Agreement, the Reporting
Person is entitled to vote or consent with respect to the Cyprus Shares in any manner not
inconsistent with the Cyprus Agreement or any instrument delivered pursuant to or in connection
with the Cyprus Agreement. Upon a declaration of default, Cyprus has the right to vote or consent
with respect to the Cyprus Shares and the right to dispose of the Cyprus Shares. Pursuant to the
Cyprus Agreement, the Reporting Person granted to Cyprus an irrevocable proxy to vote the Cyprus
Shares, which is effective upon the occurrence of an event of default under the Cyprus Agreement.
The Cyprus Agreement will continue in full force and effect until all of the obligations of the
Reporting Person to the bond holders arising under the Cyprus Bond Loan Plan or other documents
delivered pursuant thereto have been paid in full or otherwise satisfied.