As filed with the Securities and Exchange Commission, via EDGAR,
on September 16, 1997.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TOLL CORP.
TOLL BROTHERS, INC.
(Exact name of each 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
of each registrant)
3103 Philmont Avenue
Huntingdon Valley, Pennsylvania 19006
(215) 938-8000
(Address, including zip code, and telephone number, including area code,
of registrants' 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
Wolf, Block, Schorr and Solis-Cohen LLP
Twelfth Floor Packard Building
111 South 15th Street
Philadelphia, Pennsylvania 19102
(215) 977-2000
----------
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this 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]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] File Nos. 33-51775
and 33-51775-01
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate offering Amount of
securities to be registered registered (1) per unit (2) price (3) registration fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities (4)...............
Guaranteess (5)................... $18,500,000 100% $18,500,000 $5,606.06
=============================================================================================================
</TABLE>
<PAGE>
(1) In United States Dollars or the equivalent thereof in one or more foreign
currencies or units of two or more foreign currencies or composite
currencies, including the European Currency Unit.
(2) The proposed maximum offering price per unit will be determined from time to
time by the registrants.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933. The aggregate
initial offering price of the securities issued from time to time pursuant
to this Registration Statement will not exceed $18,500,000.
(4) Subject to Footnote (3), there is being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold, from time
to time, by Toll Corp. If any such Debt Securities are issued at an original
issue discount, then the amount to be registered shall be in such greater
principal amount as shall result in an aggregate initial offering price of
up to $18,500,000.
(5) Each of the Debt Securities issued by Toll Corp. will be accompanied by a
Guarantee to be issued by Toll Brothers, Inc. None of the proceeds will be
received by Toll Brothers, Inc. for the Guarantees.
<PAGE>
EXPLANATION AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Securities Act"). The information in
the Registration Statement on Form S-3 (File Nos. 33-51775 and 33-51775-01)
filed by Toll Corp. and Toll Brothers, Inc. (collectively the "Registrants") on
December 30, 1993 with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act is incorporated by reference into this
Registration Statement.
CERTIFICATION
In accordance with Rule 111(b) under the Securities Act, the undersigned
Registrants certify as follows:
(i) the Registrants or their agent have instructed the Registrants' bank
or a wire transfer service to transmit to the Commission the
applicable filing fee by a wire transfer of such amount from the
account of the Registrants or their agent(s) to the Commission's
account at Mellon Bank as soon as practicable but no later than the
close of the next business day following the filing of this
Registration Statement pursuant to Rule 462(b);
(ii) the Registrants or their agent(s) will not revoke such instructions;
and
(iii) the Registrants or their agent(s) have sufficient
funds in such account(s) to cover the amount of such
filing fee.
The Registrants further undertake that, if such instructions have been sent
after the close of business of such bank or wire transfer service, they will
confirm receipt of such instructions by such bank or wire transfer service
during regular business hours on the following business day.
-2-
<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on
September 16, 1997.
TOLL CORP.
By: /s/ Robert I. Toll
------------------------------------
Robert I. Toll, Chairman of the
Board of Directors
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Bruce E. Toll,
Richard J. Braemer, Joel H. Rassman and Joseph R. Sicree 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 the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents or any of them 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 by the following persons in the
capacities indicated on September 16, 1997.
Signature Title
- --------- -----
/s/ Robert I. Toll Chairman of the Board, Chief
- ---------------------------- Executive Officer and Director
Robert I. Toll (Principal Executive Officer)
- ---------------------------- President, Chief Operating Officer,
Bruce E. Toll Secretary and Director
/s/ Joel H. Rassman Senior Vice President, Treasurer, Chief
- ---------------------------- Financial Officer
Joel H. Rassman (Principal Financial Officer)
/s/ Joseph R. Sicree Chief Accounting Officer
- ---------------------------- (Principal Accounting Officer)
Joseph R. Sicree
II-1
<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on
September 16, 1997.
TOLL BROTHERS, INC.
By: /s/ Robert I. Toll
--------------------------------
Robert I. Toll, Chairman of the
Board of Directors
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Bruce E. Toll,
Richard J. Braemer, Joel H. Rassman and Joseph R. Sicree 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 the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents or any of them 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 by the following persons in the
capacities indicated on September 16, 1997.
Signature Title
- --------- -----
/s/ Robert I. Toll Chairman of the Board, Chief
- ---------------------------- Executive Officer and Director
Robert I. Toll (Principal Executive Officer)
President, Chief Operating Officer,
- ---------------------------- Secretary and Director
Bruce E. Toll
Executive Vice President, Director
- ----------------------------
Zvi Barzilay
II-2
<PAGE>
/s/ Robert S. Blank Director
- ----------------------------
Robert S. Blank
/s/ Richard J. Braemer Director
- ----------------------------
Richard J. Braemer
Director
- ----------------------------
Roger S. Hillas
/s/ Carl B. Marbach Director
- ----------------------------
Carl B. Marbach
/s/ Joel H. Rassman Senior Vice President, Treasurer, Chief
- ---------------------------- Financial Officer, Director
Joel H. Rassman (Principal Financial Officer)
Director
- ----------------------------
Paul Shapiro
/s/ Joseph R. Sicree Chief Accounting Officer
- ---------------------------- (Principal Accounting Officer)
Joseph R. Sicree
II-3
<PAGE>
EXHIBIT INDEX
Item Description
- ---- -----------
5 Opinion and Consent of Wolf, Block, Schorr and Solis-Cohen LLP.
23.1 Consent of Ernst & Young LLP.
23.3 Consent of Wolf, Block, Schorr and Solis-Cohen LLP. (Contained in
Exhibit 5.)
24 Powers of Attorney (see pages II-1 and II-2).
II-4
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-3 (Nos. 33-51775 and 33-51775-01), which is
incorporated by reference in this Registration Statement and related Prospectus
of Toll Corp. and Toll Brothers, Inc., and to the incorporation by reference
therein and herein of our report dated December 10, 1996, 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, 1996, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
September 16, 1997
Exhibit 5
LAW OFFICES
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
TWELFTH FLOOR PACKARD BUILDING
111 SOUTH 15TH STREET
PHILADELPHIA, PA 19102-2678
(215) 977-2000
FACSIMILE: (215) 977-2334
(215) 977-2000
September 16, 1997
Toll Brothers, Inc.
Toll Corp.
3103 Philmont Avenue
Huntingdon Valley, Pennsylvania 19006
Re: Registration Statement on Form S-3
Gentlemen:
As counsel for Toll Brothers, Inc. (the "Company") and Toll Corp. ("Toll"),
we have assisted in the preparation of a Registration Statement on Form S-3 (the
"Registration Statement") for filing with the Securities and Exchange Commission
(the "Commission") pursuant to Rule 462(b) under the Securities Act of 1933, as
amended (the "Securities Act"), in connection with the proposed offering from
time to time of up to $18,500,000 aggregate principal amount of (i) debt
securities of Toll ("Debt Securities") consisting of debentures, notes and/or
other unsecured evidences of indebtedness in one or more series, guaranteed by
the Company, such Debt Securities to be issued from time to time by Toll,
pursuant to an Indenture among Toll, the Company and one or more trustees (the
"Indenture") and (ii) the Company's unconditional and irrevocable guarantees
(the "Guarantees") of Debt Securities. The Debt Securities and the Guarantees
are collectively referred to herein as the "Securities."
This opinion is being delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K promulgated under the Securities Act.
In connection with the opinions expressed herein, we have examined, among
other things, the originals or copies, certified or otherwise identified to our
satisfaction, of the Articles of Incorporation and Bylaws of the Company and
Toll, each as amended; resolutions of the respective Boards of Directors of the
Company and Toll with respect to the filing of the Registration Statement
(respectively, the "Company's Board Resolutions" and "Toll's Board
<PAGE>
Toll Brothers, Inc.
Toll Corp.
September 16, 1997
Page 2
Resolutions"); the registration statement on Form S-3 (Commission File Nos.
33-51775 and 33- 51775-01) declared effective by the Securities and Exchange
Commission on January 6, 1994 (the "Prior Registration Statement"); the
Registration Statement; the form of Indenture filed as an exhibit to the Prior
Registration Statement; and such other documents as we have deemed necessary or
appropriate for the purpose of rendering this opinion.
In our examination, we have assumed without independent verification (i)
the legal capacity of all natural persons, (ii) the genuineness of all
signatures, (iii) the authenticity of all documents submitted to us as
originals, (iv) the conformity to original documents of all documents submitted
to us as certified, conformed or photostatic copies and the authenticity of the
originals of such documents and (v) the power and authority of all persons other
than the Company and Toll signing such documents to execute, deliver and perform
such documents, and the valid authorization, execution and delivery of such
documents by such other persons. As to any facts material to the opinions
expressed herein which were not independently established or verified, we have
relied upon oral or written statements and representations of officers or other
representatives of the Company, Toll and others.
We are admitted to practice in the Commonwealth of Pennsylvania and we do
not express any opinion as to the laws of any other jurisdiction other than the
federal laws of the United States of America to the extent referred to
specifically herein. The Securities may be issued from time to time on a delayed
or continuous basis, and this opinion is limited to the laws, including
applicable rules and regulations, in effect on the date hereof. We assume no
obligation to update such opinion.
Based upon and subject to the foregoing, and such examinations of law and
such other matters as we have deemed relevant under the circumstances, it is our
opinion that:
1. When and if the definitive terms of any Debt Securities and of their
issue and sale have been duly established in accordance with Toll's Board
Resolutions and the provisions of the duly executed and delivered Indenture
relating thereto so as not to violate any applicable law or agreement or
instrument then binding on Toll, such Debt Securities have been duly executed by
Toll and authenticated by the applicable Trustee under the Indenture (or
authenticating agent) for the series and have been issued and delivered in the
manner contemplated by the Indenture, the Registration Statement, the Prior
Registration Statement and the prospectus contained therein and the applicable
supplement to the prospectus, such Debt Securities will be duly authorized,
legal and valid binding obligations of Toll, enforceable in accordance with
their terms and entitled to the benefits provided in the Indenture, subject to
applicable bankruptcy, insolvency, reorganization,
<PAGE>
Toll Brothers, Inc.
Toll Corp.
September 16, 1997
Page 3
moratorium and other laws affecting the rights of creditors generally and
subject, as to enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).
2. When and if the definitive terms of any Guarantees and of their issue
and sale have been duly established in accordance with the Company's Board
Resolutions and the provisions of the duly executed and delivered Indenture
relating thereto so as not to violate any applicable law or agreement or
instrument then binding on the Company, such Guarantees have been duly endorsed
by the Company on the Debt Securities and have been issued and delivered in the
manner contemplated by the Indenture, the Registration Statement, the Prior
Registration Statement and the prospectus contained therein and the applicable
supplement to the prospectus, such Guarantees will be duly authorized, legal and
valid binding obligations of the Company, enforceable in accordance with their
terms and entitled to the benefits provided in the Indenture, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the rights of creditors generally and subject, as to enforceability,
to general principles of equity (regardless of whether enforcement is sought in
a proceeding in equity or at law).
We note that, as of the date hereof, a judgment for money in an action
based on a Security denominated in a foreign currency, currency unit or
composite currency in a federal or state court in the United States ordinarily
would be enforced in the United States only in United States dollars. The date
used to determine the rate of conversion of the foreign currency, currency unit
or composite currency in which a particular Security is denominated into United
States dollars will depend upon various factors, including which court renders
the judgment.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the heading "Legal Matters" in the Prior Registration Statement and
to the incorporation by reference of the information in the Prior Registration
Statement into the Registration Statement. In giving this consent, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
