<PAGE>
<PAGE>
MARKED TO SHOW CHANGES
As filed with the Securities and Exchange Commission on January 10, 1994
Registration No. 33-51775
33-51775-01
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1
To
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TOLL CORP.
and
TOLL BROTHERS, INC.
(Exact name of registrant as specified in its charter)
22-2485860 - Toll Corp.
Delaware 22-2416878 - Toll Brothers, Inc.
(State or other (I.R.S. Employer Identification
jurisdiction of Number)
incorporation)
3103 Philmont Avenue
Huntingdon Valley, Pennsylvania 19006
(215) 938-8000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Robert I. Toll
Chairman of the Board and
Chief Executive Officer
Toll Brothers, Inc.
3103 Philmont Avenue
Huntingdon Valley, Pennsylvania 19006
(215) 938-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Mark K. Kessler, Esquire John Schuster, Esquire
Wolf, Block, Schorr and Solis-Cohen Cahill Gordon & Reindel
Twelfth Floor Packard Building 80 Pine Street
Philadelphia, Pennsylvania 19102 New York, New York 10005
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of the
Registration Statement.
If the only securities being registered on this Form are to
be offered pursuant to dividend or interest reinvestment plans,
please check the following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.
[X]
The Registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
Introductory Note
This Post-Effective Amendment No. 1 to Registration Statement Nos.
33-51775 and 33-51775-01 is being filed with the Securities and Exchange
Commission in order to include Exhibit 25 thereto. The Prospectus which
forms a part of this Post-Effective Amendment No. 1 is identical to the
Prospectus as filed with the Securities and Exchange on December 30,
1993, which Prospectus is not separately included in this Post-Effective
Amendment No. 1.
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following sets forth the expenses in connection with the
issuance and distribution of
the Securities being registered, other than underwriting
discounts and commissions:
Securities and Exchange Commission registration fee..... $ 86,207
Printing and Engraving.................................. 200,000
Rating agency fees...................................... 60,000
Blue Sky fees and expenses.............................. 30,000
Legal fees and expenses................................. 300,000
Accounting fees and expenses............................ 100,000
Trustee fees and expenses............................... 20,000
Miscellaneous........................................... 23,793
--------
Total.......................................... $820,000
--------
The foregoing, except for the Securities and Exchange
Commission registration fee, are
estimates.
Item 15. Indemnification of Directors and Officers.
For information regarding provisions under which a director or officer
of Toll or the Company may be insured or indemnified in any manner
against any liability which he may incur in his capacity as such,
reference is made to Section 145 of the Delaware General Corporation
Law, which provides in its entirety as follows:
(a) A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo
II-1
<PAGE>
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
(b) A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only
to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other
court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) in
this section, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct
set forth in subsections (a) and (b) of this section. Such determination
shall be made (1) by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to such action, suit
or proceeding, or (2) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the
shareholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the corporation as authorized in
this section. Such expenses (including attorneys' fees) incurred by
other
II-2
<PAGE>
employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section shall not
be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
by-law, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office.
(g) A corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position
under the provisions of this section with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, reference to "other enterprises"
shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted
in a manner "not opposed to the best interests of the corporation" as
referred to in this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
See also Article VI of the Company's Certificate of Incorporation,
as amended, Article 8 of Toll's Certificate of Incorporation, as
amended, Article VII of the Company's
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<PAGE>
By-Laws, as amended, and Article VIII of Toll's By-Laws, as amended,
pursuant to which each Registrant is granted the power to indemnify any
director, officer, employee or agent of such Registrant.
See also Section 6 of the Underwriting Agreement Basic Provisions,
filed as Exhibit 1 hereto, pursuant to which the Underwriters agree to
indemnify the Registrants and their respective directors, officers and
controlling persons against certain liabilities, including liabilities
under the Securities Act of 1933.
Item 16. Exhibits
*1 Form of Underwriting Agreement Basic Provisions.
*4.1 Form of Indenture among Toll, as issuer, the Company, as
guarantor, and one or more Trustees, including Form of
Guarantee and Form of Note.
*5 Opinion and Consent of Wolf, Block, Schorr and Solis-Cohen.
*12 Statement of Computation of Ratios of Earnings to Fixed
Charges.
*23.1 Consent of Wolf, Block, Schorr and Solis-Cohen (included as
part of Exhibit 5).
*23.2 Consent of Ernst & Young.
*24 Powers of Attorney (included on signature pages of this
Registration Statement).
25 Form T-1, Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939.
________________________
* Previously filed.
Item 17. Undertakings.
(a) The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act;
II-4
<PAGE>
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that the undertakings set forth in clauses (i) and
(ii) of this paragraph shall not apply if the information required to be
included in such post-effective amendment is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the Securities offered therein,
and the offering of such Securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the Securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrants' annual reports pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrants pursuant to the foregoing
provisions, or otherwise, the Registrants have been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrants of expenses incurred or paid by a director, officer or
controlling person of the Registrants in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrants will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Post- Effective Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the Township of Lower Moreland, Commonwealth of Pennsylvania, on
January 10, 1994.
TOLL CORP.
By: *
Robert I. Toll, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities indicated on January
10, 1994.
Signature Title
* Chairman of the Board, Chief
Robert I. Toll Executive Officer and Director
(Principal Executive Officer)
* President, Chief Operating Officer,
Bruce E. Toll Secretary and Director
* Senior Vice President, Treasurer, Chief
Joel H. Rassman Financial Officer and Director
(Principal Financial Officer)
/s/ Joseph R. Sicree Chief Accounting Officer
Joseph R. Sicree (Principal Accounting Officer)
*By:/s/ Joseph R. Sicree
Joseph R. Sicree, Attorney-in-Fact
Pursuant to powers of attorney
previously filed as part of this
Registration Statement.
II-6
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Post-
Effective Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on January
10, 1994.
TOLL BROTHERS, INC.
By: *
Robert I. Toll, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities indicated on January
10, 1994.
Signature Title
* Chairman of the Board, Chief
Robert I. Toll Executive Officer and Director
(Principal Executive Officer)
* President, Chief Operating Officer,
Bruce E. Toll Secretary and Director
* Director
Robert S. Blank
* Director
Richard J. Braemer
* Director
Roger S. Hillas
II-7
<PAGE>
* Director
Carl B. Marbach
* Director
Paul Shapiro
* Senior Vice President, Treasurer, Chief
Joel H. Rassman Financial Officer (Principal
Financial Officer)
/s/ Joseph R. Sicree Chief Accounting Officer
Joseph R. Sicree (Principal Accounting Officer)
*By:/s/ Joseph R. Sicree
Joseph R. Sicree, Attorney-in-Fact
Pursuant to powers of attorney
previously filed as part of this
Registration Statement.
II-8
<PAGE>
<PAGE>
CONFORMED
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM T-1
Statement of Eligibility
Under the Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
____________________
SECURITY TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
52-0849948
(I.R.S. Employer Identification No.)
2 North Charles Street, Baltimore, Maryland 21201
(Address of principal executive offices) (Zip code)
____________________
TOLL CORP.
and
TOLL BROTHERS, INC.
(Exact name of obligor as specified in its charter)
22-2485860 - Toll Corp.
Delaware 22-2415878 - Toll Brothers, Inc.
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3103 Philmont Avenue
Huntingdon Valley, Pennsylvania 19006
(Address of principal executive offices) (Zip code)
____% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2004
(Title of the indenture securities)
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
<PAGE>
<PAGE>
Item 1. General information.
Furnish the following information as to the trustee:
(a) Name and address
of each examining or supervising authority to which it is subject.
Comptroller of the Currency of the United States, Washington, D.C.
The Board of Governors of the Federal Reserve System,
Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with the obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
Neither of the obligors is an affiliate of the trustee.
Item 3. Voting securities of the trustee.
Furnish the following information as to each class of
voting securities of the trustee:
As of January 7, 1994
Col. A Col. B
Title of Class Amount Outstanding
Not applicable by virtue of response to Item 13.
Item 4. Trusteeships under other indentures.
If the trustee is a trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the following information:
(a) Title of the securities outstanding under each such other indenture.
Not applicable by virtue of response to Item 13.
(b) A brief statement of the facts relied upon as a basis for the
claim that no conflicting interest within the meaning of
Section 310(b)(1) of the Act arises as a result of the
trusteeship under any such other indenture, including a
statement as to how the indenture securities will rank as
<PAGE>
compared with the securities issued under such other indenture.
Not applicable by virtue of response to Item 13.
Item 5. Interlocking directorates and similar relationships with
the obligor or underwriters.
If the trustee or any of the directors or executive officers of the trustee
is a director, officer, partner, employee, appointee, or representative of the
obligor or of any underwriter for the obligor, identify each such person having
any such connection and state the nature of each such connection.
Not applicable by virtue of response to Item 13.
Item 6. Voting securities of the trustee owned by the obligor or
its officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by the obligor and each director, partner and
executive officer of the obligor:
As of January 7, 1994
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D
<S> <C> <C> <C>
Percentage of Voting
Amount Owned Securities Represented
Name of Owner Title of Class Beneficially By Amount Given in Col. C
</TABLE>
Not applicable by virtue of response to Item 13.
Item 7. Voting securities of the trustee owned by underwriters or
their officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter:
As of January 7, 1994
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D
<S> <C> <C> <C>
Percentage of Voting
Amount Owned Securities Represented
Name of Owner Title of Class Beneficially By Amount Given in Col. C
</TABLE>
Not applicable by virtue of response to Item 13.
Item 8. Securities of the obligor owned or held by the trustee.
Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for obligations in default by the
trustee:
<PAGE>
As of January 7, 1994
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D
<S> <C> <C> <C>
Whether the Securities Amount Owned Beneficially Percent of Class
are Voting or or Held as Collateral Security Represented By
Title of Class Non-Voting Securities for Obligations in Default Amount Given in Col. C
</TABLE>
Not applicable by virtue of response to Item 13.
Item 9. Securities of underwriters owned or held by the trustee.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor, furnish
the following information as to each class of securities of such underwriter any
of which are so owned or held by the trustee:
As of January 7, 1994
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D
<S> <C> <C> <C>
Amount Owned Beneficially Percent of Class
Title of Issuer Amount or Held as Collateral Security for Represented By
and Title of Class Outstanding Obligations in Default by Trustee Amount Given in Col. C
</TABLE>
Not applicable by virtue of response to Item 13.
Item 10. Ownership or holdings by the trustee of voting securities
of certain affiliates or security holders of the obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge of
the trustee (1) owns 10 percent or more of the voting securities of the obligor
or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the
following information as to the voting securities of such person:
As of January 7, 1994
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D
<S> <C> <C> <C>
Amount Owned Beneficially Percent of Class
Title of Issuer Amount or Held as Collateral Security for Represented By
and Title of Class Outstanding Obligations in Default by Trustee Amount Given in Col. C
</TABLE>
Not applicable by virtue of response to Item 13.
Item 11. Ownership or holdings by the trustee of any securities of
a person owning 50 percent or more of the voting
securities of the obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of the
trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such person
any of which are so owned or held by the trustee:
<PAGE>
As of January 7, 1994
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D
<S> <C> <C> <C>
Amount Owned Beneficially Percent of Class
Title of Issuer Amount or Held as Collateral Security for Represented By
and Title of Class Outstanding Obligations in Default by Trustee Amount Given in Col. C
</TABLE>
Not applicable by virtue of response to Item 13.
Item 12. Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information:
As of January 7, 1994
<TABLE>
<CAPTION>
Col. A Col. B Col. C
<S> <C> <C>
Nature of Amount
Indebtedness Outstanding Date Due
</TABLE>
Not applicable by virtue of response to Item 13.
Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to
the securities under this indenture. Explain the nature of
any such default.
There is not nor has there been a default with respect to the securities
under this indenture.
(b) If the trustee is a trustee under another indenture
under which any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, or is trustee for more than one outstanding
series of securities under the indenture, state whether there
has been a default under any such indenture or series,
identify the indenture or series affected, and explain the
nature of any such default.
The trustee is not a trustee under another indenture under which other
securities, or certificates of interest or participation in any other
securities, of either of the obligors are outstanding.
Item 14. Affiliations With the Underwriters.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not applicable by virtue of response to Item 13.
<PAGE>
Item 15. Foreign Trustee.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be
qualified under the Act.
Not applicable.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this statement of eligibility.
<TABLE>
Exhibit
<S> <C>
1 A copy of the articles of association of the trustee as
now in effect is hereby incorporated by reference to
Exhibit 1 to the Form T-1 of the trustee, dated June 10,
1992 (Exhibit 26 to the Registration Statement on Form S-
3, Registration No. 33-48071).
2 A copy of the certificate of authority of the trustee to
commence business is hereby incorporated by reference to
Exhibit 2 to the Form T-1 of the trustee, dated June 10,
1992 (Exhibit 26 to the Registration Statement on Form S-
3, Registration No. 33-48071).
3 A copy of the authorization of the trustee to exercise
corporate trust powers is hereby incorporated by
reference to Exhibit 3 to the Form T-1 of the trustee,
dated June 10, 1992 (Exhibit 26 to the Registration
Statement on Form S-3, Registration No. 33-48071).
4 A copy of the existing by-laws of the trustee is hereby
incorporated by reference to Exhibit 4 to the Form T-1 of
the trustee, dated June 10, 1992 (Exhibit 26 to the
Registration Statement on Form S-3, Registration No.
33-48071).
5 Not applicable.
6 The consent of the trustee required by Section 321(b) of
the Act.
7 A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
8 Not applicable.
9 Not applicable.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, Security Trust Company, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this Statement of Eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Baltimore and State of Maryland, on the 7th day of January, 1994.
SECURITY TRUST COMPANY,
NATIONAL ASSOCIATION
By:/s/FREDERICK W. CLARK
Frederick W. Clark
Vice President
<PAGE>
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, in connection with the issue by Toll Corp. of its ____% Convertible
Subordinated Notes Due 2004, we hereby consent that reports of examinations by
Federal, State, Territorial or District Authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.
SECURITY TRUST COMPANY,
NATIONAL ASSOCIATION
By:/s/FREDERICK W. CLARK
Frederick W. Clark
Vice President
<PAGE>
EXHIBIT 7
REPORT OF CONDITION
Security Trust Company, N.A.
In the District of Columbia, at the close of business on September 30,
1993, published in response to call made by Comptroller of the Currency,
under title 12, United States Code, Section 161, Charter Number 21744
Comptroller of the Currency Northeastern District.
Statement of Resources and Liabilities
ASSETS
</TABLE>
<TABLE>
THOUSANDS OF
DOLLARS
------------------
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.......................................... $25,049
Interest-bearing balances................................................................... 640
Securities................................................................................... 1,146
Premises and fixed assets.................................................................... 1,637
Other assets................................................................................. 5,389
TOTAL ASSETS................................................................................. $33,861
</TABLE>
______________________________________________
LIABILITIES
<TABLE>
<S> <C>
Other liabilities............................................................................ $8,955
TOTAL LIABILITIES............................................................................ 8,955
</TABLE>
______________________________________________
EQUITY CAPITAL
<TABLE>
<S> <C>
Common stock................................................................................. 2,500
Surplus...................................................................................... 2,500
Undivided profits............................................................................ 19,906
TOTAL EQUITY CAPITAL......................................................................... 24,906
TOTAL LIABILITIES AND EQUITY CAPITAL......................................................... $33,861
</TABLE>
______________________________________________
I, Diana M. Kalin, Sr. Vice President of the above-named bank do hereby
declare that this Report of Condition is true and correct to the best of my
knowledge and belief.
Diana M. Kalin
October 25, 1993
We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
Walter R. Fatzinger, Jr.
Stephen J. Trachtenberg
A. Linwood Holton, Jr.
Directors
