As filed with the Securities and Exchange Commission, via EDGAR, on
August 20, 1998
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TOLL BROTHERS, INC
(Exact name of registrant as specified in its charter)
Delaware 23-241678
(State of incorporation or organization) (IRS Employer Identification No.)
3103 Philmont Avenue, Huntingdon Valley, PA 19006
(Address of principal executive offices) (Zip Code)
If this form relates to the
registration of a class of
securities pursuant to
Section 12(b) of the
Exchange Act and and is
effective pursuant to
General Instruction A.(c),
please check the following
box. / x /<PAGE>
If this form relates to the
registration of a class of
securities pursuant to Section
12(g) of the Exchange Act and
is effective pursuant to
General Instruction A.(d)
please check the following
box. / /<PAGE>
Securities Act registration statement file number to which
this form relates: _____ ______
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Each Class is to be
to be so Registered Registered
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)<PAGE>
Item 1. Description of Securities to be Registered.
The Board of Directors of Toll Brothers, Inc. (the
"Company"), acting by unanimous written consent, have approved the
Amendment, dated as of July 31, 1998, to the Rights Agreement (the
"Rights Agreement"), dated as of June 12, 1997, by and between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent (the "Amendment"). The Rights were previously registered on
Form 8-A on June 20, 1997.
A complete copy of the Amendment is attached hereto as
Exhibit 1 and is incorporated herein by reference. A copy of the Rights
Agreement is incorporated herein by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission via EDGAR on June 20, 1997.
Item 2. Exhibits.
Number Exhibit
1 Amendment, dated as of July 31, 1998, to
the Rights Agreement, dated as of June
12, 1997, by and between the Company
and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
TOLL BROTHERS, INC.
Dated: August 20, 1998 By: /s/ Joseph R. Sicree
Name: Joseph R.Sicree
Title:Vice President
Chief Accounting Officer
<PAGE>
INDEX OF EXHIBITS
Number Exhibit
1 Amendment, dated as of
July 31, 1998, to the Rights
Agreement, dated as of
June 12, 1997, by and
between the Company and
ChaseMellon Shareholder
Services, L.L.C., as Rights
Agent.
<PAGE>
Exhibit 1
AMENDMENT TO RIGHTS AGREEMENT
Amendment, dated as of July 31, 1998, to the Rights
Agreement, dated as of June 12, 1997 (the "Rights Agreement"), between
Toll Brothers, Inc., a Delaware corporation (the "Company"), and
ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability
company, as rights agent (the "Rights Agent").
Pursuant to Section 26 of the Rights Agreement, the
Company and the Rights Agent may from time to time supplement or
amend any provision of the Rights Agreement in accordance with such
Section 26. All acts and things necessary to make this Amendment a valid
agreement, enforceable according to its terms, have been done and
performed, and the execution and delivery of this Amendment by the
Company and the Rights Agent have been in all respects duly authorized
by the Company and the Rights Agent.
In consideration of the foregoing and the mutual agreements
set forth herein, the parties hereto agree as follows:
1. The Rights Agreement is hereby amended by
deleting Section 1(g) thereof in its entirety.
2. Section 11(a)(ii) of the Rights Agreement is hereby
amended by deleting the words "who are Continuing Directors and"
therefrom.
3. Section 23(a) of the Rights Agreement is hereby
amended by deleting the words "there must be Continuing Directors then
in office and such authorization shall require the concurrence of a majority
of such Continuing Directors" and substituting therefor the words "such
authorization shall require the concurrence of a majority of the members
of the Board of Directors of the Company".
4. Section 26 of the Rights Agreement is hereby
amended:
(a) by deleting the parenthetical "(which
lengthening or shortening, following the first
occurrence of an event set forth in clauses (i) and
(ii) of the first proviso to Section 23(a) hereof, shall
be effective only if there are not less than two
Continuing Directors and shall require the
concurrence of a majority of such Continuing
Directors)" in the second sentence in its entirety;
and
(b) by inserting the following words at
the end of the penultimate sentence of Section 26:
"and following the first occurrence of an event set
forth in clauses (i) and (ii) of the first proviso to
Section 23(a) hereof, any supplement or
amendment shall require the concurrence of a
majority of the members of the Board of Directors
of the Company".
5. Section 27(a) of the Rights Agreement is hereby
amended by deleting paragraph (iii) thereof in its entirety and substituting
therefor the following:
"(iii) Notwithstanding anything contained
in this Section 27(a) to the contrary, the Company
may not exchange any Rights pursuant to this
Section 27(a) unless such exchange is approved by
a majority of the members of the Board of Directors
of the Company."
6. Section 27(c) of the Rights Agreement is hereby
amended by deleting the words "Continuing Directors" therefrom and
substituting therefor the words "members of the Board of Directors of the
Company".
7. Section 29 of the Rights Agreement is hereby
amended:
(a) by deleting the words "the
Continuing Directors" the first three times such
words appear and substituting therefor the words "a
majority of the members of the Board of Directors
of the Company"; and
(b) by deleting the words "or the
Continuing Directors" in clause (y) of the last
sentence of such Section 29.
8. Section 31 of the Rights Agreement is hereby
amended by deleting the last sentence thereof in its entirety.
9. The sixth paragraph of Exhibit B to the Rights
Agreement is hereby amended by deleting the words "a majority of the
Continuing Directors (as such term is defined in the Rights Agreement)"
and substituting therefor "a majority of the members of the Board of
Directors of the Company".
10. Exhibit C to the Rights Agreement is hereby
amended:
(a) by deleting the words "who are
Continuing Directors (as defined below)" in the
sixth paragraph thereof;
(b) by deleting the words "Continuing
Directors" in the tenth paragraph and eleventh
paragraph thereof and substituting therefor the
words "members of the Board of Directors of the
Company";
(c) by deleting the twelfth paragraph
thereof, which begins "The term Continuing
Director' means", in its entirety;
(d) by deleting the words "the
Continuing Directors" in the fourteenth paragraph
thereof and substituting therefor the words "a
majority of the members of the Board of Directors
of the Company".
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to Rights Agreement to be duly executed and attested, all
as of the date first above written.
Attest: TOLL BROTHERS, INC.
By: By:
Name: Name:
Title: Title:
Attest: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: By:
Name: Name:
Title: Title:
