1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 22, 2000 NEWMARK HOMES CORP. (Exact name of Registrant as specified in its charter) Nevada 76-0460831 (State or other jurisdiction of 333-42213 (IRS Employer Identification incorporation or organization) (Commission File Number) Number) 1200 SOLDIERS FIELD DRIVE SUGAR LAND, TEXAS 77479 (Address of Registrant's principal executive offices) 281-243-0100 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) 2 ITEM 1. CHANGES IN CONTROL OF REGISTRANT. The Registrant has been advised that the holder of shares representing 80% of the Registrant's outstanding common stock, $.01 par value (the "Common Stock") has pledged those shares in support of a commercial loan. Technical Olympic USA, Inc., a Delaware corporation ("Technical Olympic USA"), which is the wholly owned subsidiary of Technical Olympic (UK) PLC, a company incorporated under the laws of Great Britain, which is the wholly owned subsidiary of Technical Olympic S.A., a company incorporated under the laws of Greece, beneficially owns 9,200,000 shares (the "Shares") of Common Stock of the Registrant, which represent 80% of the issued and outstanding Common Stock. Technical Olympic USA has pledged to certain lenders all of the Shares in conjunction with a Credit Agreement, as described below. On November 22, 2000, Technical Olympic USA entered into a $135 million Credit Agreement (the "Credit Agreement") among Technical Olympic USA, as Borrower, the several lenders made parties thereto, and Bank of America Mortgage Capital Corporation, as Administrative Agent, for the purpose of purchasing all of the issued and outstanding common stock of Engle Homes, Inc., a Florida corporation, pursuant to a tender offer and merger. In connection therewith and in support of the obligation, Technical Olympic USA pledged as collateral all of the Shares in favor of the Administrative Agent on behalf of the lenders under the Credit Agreement. 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 hereunto duly authorized. NEWMARK HOMES CORP. December 4, 2000 By: /s/ Terry C. White ---------------------- Name: Terry C. White Title: Senior Vice President and Secretary