Technical Olympic USA, Inc.
 

     
 
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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. 9 )*

Technical Olympic USA, Inc.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
878483106
(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)
January 11, 2007
(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 person’s 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 
 

 

                     
CUSIP No.
  
878483106 

 

           
1   NAMES OF REPORTING PERSONS:

Technical Olympic S.A.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  00
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Greece
       
  7   SOLE VOTING POWER:
     
NUMBER OF   39,899,975 shares
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   -0-
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   26,249,975 shares
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    13,650,000 shares
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  39,899,975 shares
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  67.0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO

 

     This Amendment No. 9 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, and October 10, 2006 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:
     The Reporting Person entered into a Pledge Agreement dated December 28, 2006, (the “Cypress Pledge”) in favor of Bank of Cyprus Public Company Limited (“Bank of Cyprus”), a credit institution established and operating under the laws of Greece, in order to induce certain bond holders to extend credit to the Reporting Person and to induce Bank of Cyprus to act as representative for the bond holders in connection with a €10,000,000 bond issue by the Reporting Person (the “Cypress Bond Loan Plan”). Pursuant to the Cypress Pledge, the Reporting Person 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 “Cypress Pledged Shares”).
     Prior to the declaration of an event of default under the Cypress Pledge, the Reporting Person shall be entitled to vote or consent with respect to the Cypress Pledged Shares in any manner not inconsistent with the Cypress Pledge or any instrument delivered pursuant to or in connection with the Cypress Pledge. Upon a declaration of default, Bank of Cyprus has the right to vote or consent with respect to the Cypress Pledged Shares and the right to the dispose of the Cypress Pledged Shares. Pursuant to the Cypress Pledge, the Reporting Person granted to Bank of Cyprus an irrevocable proxy to vote the Cypress Pledged Shares, which proxy shall be effective upon the occurrence of an event of default under the Cypress Pledge. The Cypress Pledge will continue in full force and effect until all of the obligations of the Reporting Person to the bond holders arising under the Cypress Bond Loan Plan or other documents delivered pursuant thereto have been paid in full or otherwise satisfied.

 

 

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.
         
Date: January 11, 2007   TECHNICAL OLYMPIC S.A.
 		  
  By:   /s/ Konstantinos Stengos    
    Name:   Konstantinos Stengos   
    Title:   President