Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
TOLL BROTHERS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 23-2416878
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
3103 Philmont Avenue, Huntingdon Valley, PA 19006
(Address of Principal Executive Offices) (Zip Code)
Toll Brothers, Inc. Stock Option and Incentive Stock Plan (1995)
(Full Title of the Plan)
Robert I. Toll
Chairman of the Board
and Chief Executive Officer
Toll Brothers, Inc.
3103 Philmont Avenue
Huntingdon Valley, Pennsylvania 19006
(Name and Address of Agent For Service)
(215) 938-8000
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Mark K. Kessler, Esquire
Wolf, Block, Schorr and Solis-Cohen
12th Floor Packard Building
Philadelphia, Pennsylvania 19102
(215) 977-2000<PAGE>
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share(1) Price(1) Fee(1)
- ------------------- ---------- --------- --------- -------------
<S> <C> <C> <C> <C>
Common Stock, 3,000,000
$.01 par value Shares(2) $15.875 $47,625,000 $16,422.41
</TABLE>
______________________________________________________________________________
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, based upon the average of the high and low prices of the
Registrant's Common Stock on the New York Stock Exchange on June 13, 1995.
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement also covers such additional shares as may
hereinafter be offered or issued to prevent dilution resulting from stock
splits, stock dividends, recapitalizations or certain other capital
adjustments.
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Toll Brothers, Inc. (the "Registrant")
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated into this Registration Statement by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1994 that contains audited financial statements for the
Registrant's latest fiscal year.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended January 31, 1995 and April 30, 1995.
(c) The description of the Registrant's common stock, par value $.01 per
share (the "Common Stock"), contained in a Registration Statement on Form 8-A
filed by the Registrant to register such securities under the Exchange Act,
including all amendments or reports filed for the purpose of updating such
description prior to the termination of the offering of the
Common Stock offered hereby.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes hereof to the extent that
a statement contained herein (or in any subsequently filed document
which also is incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
Experts.
The consolidated financial statements and schedule of Toll Brothers, Inc.
appearing in Toll Brothers, Inc.'s Annual Report (Form 10-K) for the year
ended October 31, 1994 have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are,
and audited financial statements to be included in subsequently filed
documents will be incorporated herein in reliance upon such report of Ernst &
Young LLP pertaining to such financial statements (to the extent covered by
consents filed with the Securities and Exchange Commission) given upon the
authority of such firm as experts in accounting and auditing.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law, as amended, the
Registrant has the power to indemnify directors and officers under certain
prescribed circumstances (including when ordered by a court or when authorized
by a majority of disinterested directors, by independent legal counsel who is
properly directed to make such a determination or by shareholders) and subject
to certain limitations (including, unless otherwise determined by the proper
court, when such officer or director is adjudged liable to the Registrant),
against certain costs and expenses, including attorneys' fees, actually and
reasonably incurred in connection with any action, suit or proceeding, whether
civil, criminal, administrative, or investigative, to which any of them is a
party by reason of his or her being a director or officer of the Registrant if
it is determined that he or she acted in accordance with the applicable
standard of conduct set forth in such statutory provisions including when such
officer or director acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the Registrant's best interests, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.
Article Six of the Registrant's Restated Certificate of Incorporation, as
amended, provides in general that the officers and directors of the Registrant
have a contract right to be indemnified for all expenses, liability and loss
from any action, suit or proceeding, whether civil, criminal, administrative
or investigative (and, in certain circumstances, to be paid in advance for
expenses incurred, in their capacity as an officer or director, in defending
any such proceeding) to the fullest extent authorized by the Delaware General
Corporation Law (including any amendments to such law if such amendments
provide broader indemnification rights); provided, however, that the
Registrant shall indemnify an officer or director seeking indemnity in
connection with a proceeding instituted by such person only if such proceeding
was authorized by the Board of Directors of the Registrant.
Article VII of the Registrant's By-laws provides that the Registrant has
the power to indemnify officers and directors of the Registrant against
expenses (including legal fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him or her, to the fullest
extent permitted by law. The officers and directors of the Registrant also
have the right, in certain circumstances, to be paid in advance for expenses
incurred in connection with anysuch proceedings. Article VII of the By-laws
further permits the Registrant to purchase and maintain insurance on behalf of
any person who is or was a officer or director of the Registrant against any
liability asserted against him or her and incurred by him or her or in such
capacity or arising out of his or her status as such, whether or not the
Registrant would have the power to indemnify him or her against such liability
under law. The Registrant has not purchased directors and officers liability
insurance.
Section 2 of the Registrant's Stock Option and Incentive Stock Plan (1995)
(the "1995 Plan") provides that each member of the Board of Directors and of
the "Committee" shall be entitled, without further act on his or her part, to
indemnity from the Registrant for all expenses reasonably incurred by him or
her in connection with or arising out of any action, suit or proceeding with
respect to the administration of the 1995 Plan or the granting of options or
awards under it in which he or she may be involved by reason of his or her
being or having been a member of the Board of Directors or the Committee,
whether or not he or she continues to be such member of the Board of Directors
or the Committee at the time of the incurring of such expenses; provided,
however, that such indemnity shall not include any expenses incurred by such
member of the Board of Directors or the Committee: (i) in respect of matters
as to which he or she shall be finally adjudged in such action, suit or
proceeding to have been guilty of gross negligence or willful misconduct in
the performance of his or her duties as a member of the Board of Directors or
the Committee; or (ii) in respect of any matter in which any settlement is
effected to an amount in excess of the amount approved by the Registrant on
the advice of its legal counsel; and provided further, that no right of
indemnification under the provisions set forth herein shall be available to or
accessible by any such member of the Board of Directors or the
Committee unless within five days after institution of any such action, suit
or proceeding he or she shall have offered the Registrant in writing the
opportunity to handle and defend such action, suit or proceeding at its own
expense. "Committee" is defined in the 1995 Plan to mean any such
committee as designated by the Board of Directors, the Performance Based
Compensation Committee for the 1995 Plan and the Board of Directors itself in
its administrative capacity with respect to the 1995 Plan.
Item 7. Exemption from Registration Claimed.
None.
Item 8. Exhibits.
The following exhibits are filed as part of this registration statement:
4 Toll Brothers, Inc. Stock Option and Incentive Stock Plan (1995)
(Incorporated by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended April 30,
1995).
5 Opinion and Consent of Wolf, Block, Schorr and Solis-Cohen re:
legality.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen (contained in
Exhibit 5).
24 Powers of Attorney (included on signature page in Part II of the
Registration Statement).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(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 of 1933;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to section 13 or section 15(d) of the Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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.
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SIGNATURES AND POWERS OF ATTORNEY
The Registrant. 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-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Lower Morland, Commonwealth of
Pennsylvania, on June 8, 1995.
TOLL BROTHERS, INC.
By: /s/ Robert I. Toll
Robert I. Toll
Chairman
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert I. Toll, Bruce E. Toll, Joel H.
Rassman and Joseph R. Sicree and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same with all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Robert I. Toll Chairman of the Board; June 8, 1995
Robert I. Toll Chief Executive Officer
(Principal Executive Officer)
/s/ Bruce E. Toll Director June 8, 1995
Bruce E. Toll
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/s/ Zvi Barzilay Director June 8, 1995
Zvi Barzilay
/s/ Robert S. Blank Director June 8, 1995
Robert S. Blank
/s/ Richard J. Braemer Director June 8, 1995
Richard J. Braemer
/s/ Roger S. Hillas Director June 8, 1995
Roger S. Hillas
/s/ Carl B. Marbach Director June 8, 1995
Carl B. Marbach
/s/ Paul E. Shapiro Director June 8, 1995
Paul E. Shapiro
/s/ Joel H. Rassman Senior Vice President, June 8, 1995
Joel H. Rassman Treasurer and Chief Financial
Officer (Principal Financial
Officer)
/s/ Joseph R. Sicree Chief Accounting Officer June 8, 1995
Joseph R. Sicree (Principal Accounting Officer)
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(215) 977-2000
EXHIBIT 5
OPINION AND CONSENT OF WOLF, BLOCK, SCHORR AND SOLIS-COHEN
June 14, 1995
Toll Brothers, Inc.
3103 Philmont Avenue
Huntingdon Valley, PA 19006
Re: Registration Statement Under
Securities Act of 1933 on Form S-8
Relating to the Stock Option and
Incentive Stock Plan (1995)
Dear Sirs:
As counsel to Toll Brothers, Inc., a Delaware corporation (the
"Company), we have assisted in the preparation of the Registration Statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
3,000,000 shares of the Company's Common Stock, $.01 par value per share (the
"Common Stock"), which may be issued under the Toll Brothers, Inc. Stock
Option and Incentive Stock Plan (1995)(the "1995 Plan").
In this connection, we have examined and considered the original
or copies, certified or otherwise identified to our satisfaction, of the
Company's Restated Certificate of Incorporation, as amended, its By-laws, as
amended, the 1995 Plan, as amended, resolutions of its Board of Directors and
such other documents and corporate records relating to the Company and the
issuance and sale of the Common Stock as we have deemed appropriate for
purposes of rendering this opinion.
In all examinations of documents, instruments and other papers, we
have assumed the genuineness of all signatures on original and certified
documents and the conformity to original and certified documents of all copies
submitted to us as conformed, photostat or other copies. As to matters of
fact which have not been independently established, we have relied upon
representations of officers of the Company.
Based upon the foregoing examination and the information thus
supplied, it is our opinion that the shares of Common Stock to be offered
under the 1995 Plan are duly authorized and, when issued and sold pursuant to
the terms of the 1995 Plan, will be validly issued, fully paid and non-
assessable.
<PAGE>
We hereby expressly consent to the inclusion of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Wolf, Block, Schorr and Solis-Cohen
WOLF, BLOCK, SCHORR and SOLIS-COHEN
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Toll Brothers, Inc. Stock
Option and Incentive Stock Plan (1995) and to the incorporation by reference
therein of our report dated December 8, 1994, with respect to the consolidated
financial statements and schedule of Toll Brothers, Inc. included in its
Annual Report (Form 10-K) for the year ended October 31, 1994, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------------------
Philadelphia, Pennsylvania
June 13, 1995
