As filed with the Securities and Exchange Commission,
via EDGAR, on February 25, 2000.
Registration Nos. 333-91773, 333-91773-01, 333-91773-02
and 333-91773-03
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
TOLL BROTHERS, INC.
TOLL CORP.
FIRST HUNTINGDON FINANCE CORP.
TOLL FINANCE CORP.
(Exact name of each registrant as specified in its charter)
Delaware
--------- 22-2416878 - Toll Brothers, Inc.
(State or other 22-2485860 - Toll Corp.
jurisdiction of 23-2485787 - First Huntingdon Finance Corp.
incorporation 23-2978196 - Toll Finance Corp.
of each registrant) -------------------------------------------
(I.R.S. Employer Identification Number)
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
1650 Arch Street, 22nd Floor
Philadelphia, Pennsylvania 19103-2097
(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. [ ]
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. [X]
------------------
The Registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the registrants
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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
================================================================================
<PAGE>
Subject to Completion, dated February 25, 2000
PROSPECTUS
[TOLL BROTHERS, INC. LOGO]
TOLL BROTHERS, INC.
Common Stock
Preferred Stock
Warrants
Guarantees of Debt Securities
TOLL CORP.
FIRST HUNTINGDON FINANCE CORP.
TOLL FINANCE CORP.
Debt Securities
Toll Brothers, Inc. may offer any of the following securities from time to
time:
o common stock;
o preferred stock;
o warrants to purchase common stock or preferred stock issued by Toll
Brothers, Inc. or debt securities issued by Toll Corp., First
Huntingdon Finance Corp. or Toll Finance Corp.; and
o guarantees of debt securities issued by Toll Corp., First Huntingdon
Finance Corp. or Toll Finance Corp.
Toll Corp., First Huntingdon Finance Corp. and Toll Finance Corp. may offer
debt securities from time to time. Toll Corp., First Huntingdon Finance Corp.
and Toll Finance Corp. are wholly-owned subsidiaries of Toll Brothers, Inc.
Toll Brothers, Inc.'s common stock is listed on the New York Stock Exchange
and the Pacific Exchange under the Symbol "TOL."
Each time we offer any of the securities described in this prospectus we
will provide a prospectus supplement that will describe the specific price of
the securities being offered and the other terms of the offering. You should
read this prospectus and the applicable prospectus supplement carefully before
you invest. This prospectus may not be used to sell any securities unless it is
accompanied by the applicable prospectus supplement.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed on the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is ___________ __, 2000.
*****************************************************************************
The following text is to appear vertically in the left margin of cover.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
*****************************************************************************
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus describes certain securities of Toll Brothers, Inc., Toll
Corp., First Huntingdon Finance Corp. and Toll Finance Corp. This prospectus is
part of a registration statement that we filed with the SEC utilizing a "shelf"
registration process, which allows us to offer and sell any combination of the
securities described in this prospectus in one or more offerings. Using this
prospectus, Toll Brothers, Inc., Toll Corp., First Huntingdon Finance Corp. and
Toll Finance Corp. may offer up to $500,000,000 worth of securities.
This prospectus provides you with a general description of the securities
we may offer. Each time we sell securities, we will provide a prospectus
supplement that will describe the specific terms of the securities we are
offering. Each supplement will also contain specific information about the terms
of the offering it describes. The prospectus supplement may also add to, update
or change the information contained in this prospectus. In addition, as we
describe below in the section entitled "Where You Can Find More Information,"
Toll Brothers, Inc. has filed and plans to continue to file other documents with
the SEC that contain information about it and the business conducted by it and
its subsidiaries. Before you decide whether to invest in any of the securities
offered by this prospectus, you should read this prospectus, the prospectus
supplement that further describes the offering of those securities and the
information Toll Brothers, Inc. otherwise files with the SEC.
When this prospectus or a supplement to this prospectus uses the words
"we," "us" and "our," they refer to Toll Brothers, Inc. and its subsidiaries,
including Toll Corp., First Huntingdon Finance Corp. and Toll Finance Corp.,
unless the context otherwise requires. The phrase "this prospectus" refers to
this prospectus and any applicable prospectus supplement, unless the context
otherwise requires.
WHERE YOU CAN FIND MORE INFORMATION
Toll Brothers, Inc. is subject to the informational requirements of the
Securities Exchange Act of 1934. In accordance with those requirements, Toll
Brothers, Inc. files annual, quarterly and special reports, proxy statements and
other information with the SEC. You can read and copy any document Toll
Brothers, Inc. files with the SEC at the SEC's public reference rooms at the
following locations:
Judiciary Plaza 7 World Trade Center
450 Fifth Street, N.W. 13th Floor
Washington, D.C. 20549 New York, New York 10048
You may obtain information on the operation of the SEC's public reference rooms
by calling the SEC at 1-800-SEC-0330. The SEC filings of Toll Brothers, Inc.
are also available to the public from the SEC's Internet website at
http://www.sec.gov. In addition, the common stock of Toll Brothers, Inc. is
listed on the New York Stock Exchange and the Pacific Exchange and similar
information concerning Toll Brothers, Inc. can be inspected and copied at the
New York Stock Exchange, 20 Broad Street, New York, New York 10005 and the
Pacific Exchange, 301 Pine Street, San Francisco, California 94104.
The SEC allows us to "incorporate by reference" into this prospectus the
information Toll Brothers, Inc. files with the SEC. This means that we are
permitted to disclose important information to you by referring you to other
documents Toll Brothers, Inc. has filed with the
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<PAGE>
SEC. We incorporate by reference in two ways. First, we list certain documents
that Toll Brothers, Inc. has filed with the SEC. The information in these
documents is considered part of this prospectus. Second, Toll Brothers, Inc.
expects to file additional documents with the SEC in the future. The information
in these documents, when filed, will update and supersede the current
information included in or incorporated by reference in this prospectus. You
should consider any statement contained in this prospectus or in a document
which is incorporated by reference into this prospectus to be modified or
superseded to the extent that the statement is modified or superseded by another
statement contained in a later dated document that constitutes a part of this
prospectus or is incorporated by reference into this prospectus. You should
consider any statement which is so modified or superseded to be a part of this
prospectus only as so modified or superseded.
We incorporate by reference in this prospectus all the documents listed
below and any filings Toll Brothers, Inc. makes with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this prospectus and before all the securities offered by this prospectus have
been sold or de-registered:
o The annual report of Toll Brothers, Inc. on Form 10-K filed with the SEC
for the fiscal year ended October 31, 1999;
o The description of the common stock of Toll Brothers, Inc.
contained in its registration statement filed with the SEC on
a Form 8-A dated June 19, 1986 registering the common stock
under Section 12 of the Securities Exchange Act of 1934; and
o The description of preferred stock purchase rights contained
in the registration statement of Toll Brothers, Inc. filed
with the SEC on a Form 8-A dated June 20, 1997, as the same
was amended by an amendment on Form 8-A/A on August 21, 1998,
registering the preferred stock purchase rights under Section
12 of the Securities Exchange Act of 1934.
We will deliver, without charge, to anyone receiving this prospectus, upon
written or oral request, a copy of any document incorporated by reference in
this prospectus but not delivered with this prospectus, but the exhibits to
those documents will not be delivered unless they have been specifically
incorporated by reference. Requests for these documents should be made to:
Director of Investor Relations, Toll Brothers, Inc., 3103 Philmont Avenue,
Huntingdon Valley, PA 19006, (215) 938-8000. We will also make available to the
holders of the securities offered by this prospectus annual reports which will
include audited financial statements of Toll Brothers, Inc. and its consolidated
subsidiaries, including Toll Corp., First Huntingdon Finance Corp. and Toll
Finance Corp. Toll Corp., First Huntingdon Finance Corp. and Toll Finance Corp.
do not expect that they will be required to make filings with the SEC under
Section 15(d) of the Securities Exchange Act of 1934.
This prospectus is part of our "shelf" registration statement. Toll
Brothers, Inc., Toll Corp., First Huntingdon Finance Corp. and Toll Finance
Corp. have filed the registration statement with the SEC under the Securities
Act of 1933 to register the securities that any of them may offer by this
prospectus, including any applicable prospectus supplement. Not all of the
information in the registration statement appears in this prospectus, or will
appear in any
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<PAGE>
prospectus supplement. You should refer to the registration statement and to the
exhibits filed with the registration statement for further information about
Toll Brothers, Inc., its consolidated subsidiaries, including Toll Corp., First
Huntingdon Finance Corp. and Toll Finance Corp., and the securities offered by
this prospectus.
TOLL BROTHERS, INC.
Toll Brothers, Inc. designs, builds, markets and arranges financing for
single-family homes in residential communities that include both detached and
attached homes. We market our homes primarily to middle-income and upper-income
buyers, catering to move-up, empty nester and age-qualified home buyers. We
emphasize high quality construction and consumer satisfaction. In the design,
construction and marketing of our homes, we utilize our own architectural,
engineering, mortgage, title, security monitoring, landscape, insurance
brokerage, component assembly and manufacturing operations. We currently operate
in eighteen states in six regions around the country. While we continue to
explore additional geographic areas for expansion, our operations are currently
conducted in the following major suburban residential areas:
o southeastern Pennsylvania and Delaware
o central New Jersey
o the Virginia and Maryland suburbs of Washington, D.C.
o the Boston, Massachusetts metropolitan area
o Fairfield and Hartford Counties, Connecticut
o Westchester County, New York
o southern and northern California
o Raleigh and Charlotte, North Carolina
o Metro Phoenix, Arizona
o Las Vegas, Nevada
o Dallas and Austin, Texas
o the east and west coasts of Florida
o Columbus, Ohio
o Nashville, Tennessee
o Detroit, Michigan
o Chicago, Illinois
In recognition of its achievements, Toll Brothers, Inc. has received
numerous awards from national, state and local homebuilder publications and
associations. Toll Brothers, Inc. is the only publicly traded home builder to
have won all three of the industry's hightest honors: America's Best Builder
(1996). The National Housing Quality Award (1995), and Builder of the Year
(1986).
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<PAGE>
Co-founded by Robert I. Toll and Bruce E. Toll, Toll Brothers, Inc.
commenced its business operations, through predecessor entities, in 1967. Toll
Brothers, Inc. is a Delaware corporation that was formed in May 1986.
Toll Corp., First Huntingdon Finance Corp. and Toll Finance Corp. are
indirect, wholly- owned subsidiaries of Toll Brothers, Inc. which were
incorporated in Delaware in July 1987, July 1987 and October 1998, respectively.
Neither Toll Corp., First Huntingdon Finance Corp. nor Toll Finance Corp. has
any independent operations or generates any operating revenues other than
providing financing to other subsidiaries of Toll Brothers, Inc. by lending the
proceeds of its offerings of debt securities and related activities. There is no
present intention to have Toll Corp., First Huntingdon Finance Corp. or Toll
Finance Corp. engage in other activities.
The principal executive offices of Toll Brothers, Inc., Toll Corp., First
Huntingdon Finance Corp. and Toll Finance Corp. are located at 3103 Philmont
Avenue, Huntingdon Valley, Pennsylvania 19006, and their telephone number is
(215) 938-8000.
THE HOUSING INDUSTRY
Residential real estate developers, including Toll Brothers, Inc.,
are subject to various risks, both on the national and regional levels. These
risks include:
o economic recession,
o oversupply of homes,
o changes in governmental regulation,
o effects of environmental factors,
o increases in costs of land, materials and labor,
o increases in real estate taxes; and
o the unavailability of construction funds or mortgage loans at rates
acceptable to builders and home buyers.
Our business and earnings are substantially dependent on our ability to
obtain financing for our development activities on terms that are acceptable to
us. Increases in interest rates increase our construction cost and, to the
extent the increase is passed on to our customers in the form of higher prices
for our homes, may adversely impact our ability to sell our homes. In addition,
increases in interest rates may have an adverse effect on the availability of
home financing to our present and potential customers.
The housing industry has been subject to increasing environmental,
building, zoning and sales regulation by various federal, state and local
authorities. This regulation affects construction activities as well as sales
activities and other dealings with consumers. In addition, the industry has also
seen an increase in state and local legislation authorizing the acquisition of
land, mainly by governmental, quasi-public and non-profit entities, as
designated open spaces. We must obtain the approval of numerous governmental
authorities in connection with our development activities. We may be required to
apply for additional approvals or the modification of our existing approvals
because of changes in local circumstances or applicable law. Expansion of
regulation in the housing industry has increased the time required to obtain the
necessary approvals to begin construction and has prolonged the time between the
initial acquisition of land or land options and the commencement and completion
of construction.
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<PAGE>
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the securities offered
by this prospectus for general corporate purposes, which may include the
acquisition of residential development properties, the repayment of our
outstanding indebtedness, working capital or for any other purposes as may be
described in an accompanying prospectus supplement.
RATIO OF EARNINGS TO FIXED CHARGES
The following table shows the ratio of earnings to fixed charges of Toll
Brothers, Inc. for the periods indicated:
<TABLE>
<CAPTION>
Year Ended October 31,
----------------------------------------
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio, including collateralized mortgage
financing(1)................................. 3.82 3.87 3.81 4.35 3.89
</TABLE>
- ----------
(1) For purposes of computing the ratio of earnings to fixed charges,
earnings consist of income before income taxes, extraordinary loss and
change in accounting plus interest expense and fixed charges except
interest incurred. Fixed charges consist of interest incurred (whether
expensed or capitalized), the portion of rent expense that is
representative of the interest factor, and amortization of debt
discount and issuance costs.
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
Toll Corp., First Huntingdon Finance Corp. and Toll Finance Corp. may issue
debt securities from time to time in one or more series. Any series of debt
securities offered by Toll Corp., First Huntingdon Finance Corp. or Toll Finance
Corp. will be offered together with the unconditional guarantees of Toll
Brothers, Inc.
One or more series of the debt securities of Toll Corp., First Huntingdon
Finance Corp. or Toll Finance Corp. may be issued under a single indenture.
Alternatively, any series of debt securities may be issued under a separate
indenture. The terms applicable to each series of debt securities will be stated
in the indenture and may be modified by the resolution(s) authorizing that
series of debt securities adopted by the board of directors, or an officer or
committee of officers authorized by the board of directors, of both the issuer
of the debt securities and Toll Brothers, Inc. under the applicable indenture.
We refer in this prospectus to the resulution(s) authorizing a series of debt
securities as an authorizing resolution. Each indenture under which any debt
securities are issued, including the applicable authorizing resolution(s), is
referred to in this prospectus as an "indenture," and collectively with any
other indentures, as the "indentures." Each indenture will be entered into among
Toll Corp., First Huntingdon Finance Corp. or Toll Finance Corp., as the
obligor, Toll Brothers, Inc., as the issuer of the related guarantees, and Bank
One Trust Company, NA, or another institution named in the applicable prospectus
supplement, as trustee.
The following is a description of certain general terms and provisions
of the debt securities we may offer by this prospectus. The name of the issuer
and the particular terms of any series of debt securities we offer, including
the extent to which the general terms and provisions may apply to that series of
debt securities, will be described in a prospectus
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<PAGE>
supplement relating to those debt securities. Except as otherwise indicated in
this prospectus or in the applicable prospectus supplement, the following
description of indenture terms is applicable to, and each reference to "the
indenture" is a reference to, each indenture that Toll Corp., First Huntingdon
Finance Corp. or Toll Finance Corp. may enter into with respect to any series of
debt securities we may offer by this prospectus, unless the context otherwise
requires. All references to "Section" in the following description refer to the
applicable Section of the indenture.
The terms of any series of the debt securities include those stated in the
applicable indenture. Holders of each series of the debt securities are referred
to the indenture for that series, including the applicable authorizing
resolution, for a statement of the terms. The respective forms of the indenture
for the debt securities of Toll Corp., First Huntingdon Finance Corp. and Toll
Finance Corp. are filed as exhibits to the registration statement. Each
indenture may be amended or modified for any series of debt securities by an
authorizing resolution which will be described in an applicable prospectus
supplement, and the applicable authorizing resolution relating to any series of
debt securities offered pursuant to this prospectus will be filed as an exhibit
to a report incorporated by reference in this prospectus. The following summary
of certain provisions of the debt securities and the indenture is not complete.
You should read all of the provisions of the indenture, including the
definitions contained in the indenture which are not otherwise defined in this
prospectus, and the applicable prospectus supplement. Wherever we refer to
particular provisions or defined terms of the indenture, these provisions or
defined terms are incorporated in this prospectus by reference.
General
The debt securities, when issued, will be obligations that constitute
either senior secured debt, senior unsecured debt, senior subordinated debt or
subordinated debt of Toll Corp., First Huntingdon Finance Corp. or Toll Finance
Corp., as the case may be. Toll Brothers, Inc. will unconditionally guarantee
the payment of the principal, premium, if any, and interest on the debt
securities when due, whether at maturity, by declaration of acceleration, call
for redemption or otherwise. See "Guarantee of Debt Securities." The total
principal amount of debt securities which may be issued under the indenture will
not be limited. Debt securities may be issued under the indenture from time to
time in one or more series. Unless the applicable prospectus supplement relating
to the original offering of a particular series of debt securities indicates
otherwise, the issuer of that series of debt securities will have the ability to
reopen the previous issue of that series of debt securities and issue additional
debt securities of that series pursuant to an authorizing resolution, an
officers' certificate or an indenture supplement. Because neither Toll Corp.,
First Huntingdon Finance Corp. nor Toll Finance Corp. has any independent
operations or generates any operating revenues, the funds required to pay the
principal, the premium, if any, and interest on the debt securities will come
from Toll Brothers, Inc. and its other subsidiaries. Except as otherwise stated
in the applicable prospectus supplement, there is no legal or contractual
restriction on the ability of Toll Brothers, Inc. or the other subsidiaries of
Toll Brothers, Inc. to provide these funds.
If the debt securities of any series issued by Toll Corp., First Huntingdon
Finance Corp. or Toll Finance Corp. will be subordinated to any other
indebtedness of that issuer, the indebtedness of that issuer to which that
series will be subordinated will be referred to in the applicable authorizing
resolution and prospectus supplement as senior indebtedness of Toll Corp., First
Huntingdon Finance Corp. or Toll Finance Corp., as the case may be. The
applicable authorizing resolution and prospectus supplement will define that
senior
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<PAGE>
indebtedness and describe the terms of the subordination. Unless otherwise
stated in the applicable prospectus supplement, the payment of principal,
premium, if any, and interest on any series of debt securities issued by Toll
Corp., First Huntingdon Finance Corp. or Toll Finance Corp. which is
subordinated by its terms to other indebtedness of that issuer will be
subordinated in right of payment, in the manner and to the extent described in
the indenture under which that series is issued, to the prior payment in full of
all senior indebtedness of the issuer, as defined in the applicable authorizing
resolution and prospectus supplement, whether the senior indebtedness is
outstanding on the date of the indenture or is created, incurred, assumed or
guaranteed after the date of the indenture.
The prospectus supplement relating to any series of debt securities that
are offered by this prospectus will name the issuer and describe the specific
terms of that series of debt securities. The applicable prospectus supplement
will describe, among other things, the following terms, to the extent they are
applicable to that series of debt securities:
o their title and, if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which they will be issuable;
o their price or prices (expressed as a percentage of the respective
aggregate principal amount of the debt securities) at which they will
be issued;
o their total principal amount and, if applicable, the terms on which the
principal amount of the series may be increased by a subsequent offering
of additional debt securities of the same series;
o the interest rate (which may be fixed or variable and which
may be zero in the case of certain debt securities issued at an issue
price representing a discount from the principal amount payable at
maturity), the date or dates from which interest, if any, will accrue
and the circumstances, if any, in which the issuer may defer interest
payments;
o any special provisions for the payment of any additional amounts with
respect to the debt securities;
o any provisions relating to the seniority or subordination of all or
any portion of the indebtedness evidenced by the securities to other
indebtedness of the issuer;
o the date or dates on which principal and premium, if any, are payable
or the method of determining those dates;
o the dates and times at which interest, if any, will be payable, the
record date for any interest payment and the person to whom interest
will be payable if other than the person in whose name the debt security
is registered at the close of business on the record date for the
interest payment;
o the place or places where principal of, premium, if any, and interest,
if any, will be payable;
o the terms applicable to any "original issue discount" (as defined in
the Internal Revenue Code of 1986, as amended, and the related
regulations), including the
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<PAGE>
rate or rates at which the original issue discount will accrue, and any
special federal income tax and other considerations;
o the right or obligation, if any, of the issuer to redeem or
purchase debt securities under any sinking fund or analogous provisions
or at the option of a holder of debt securities, or otherwise, the
conditions, if any, giving rise to the right or obligation and the
period or periods within which, and the price or prices at which and the
terms and conditions upon which, debt securities will be redeemed or
purchased, in whole or in part, and any provisions for the marketing of
the debt securities;
o if the amount of payments of principal, premium, if any, and
interest, if any, is to be determined by reference to an index, formula
or other method, the manner in which these amounts are to be determined
and the calculation agent, if any, with respect to the payments;
o if other than the principal amount of the debt securities, the
portion of the principal amount of the debt securities which will be
payable upon declaration or acceleration of the stated maturity of the
debt securities pursuant to an "Event of Default," as defined in the
applicable indenture;
o whether the debt securities will be issued in registered or bearer form
and the terms of these forms;
o whether the debt securities will be issued in certificated or book-entry
form and, if applicable, the identity of the depositary;
o any provision for electronic issuance or issuances in uncertificated
form;
o any listing of the debt securities on a securities exchange;
o any events of default or covenants in addition to or in place of those
described in this prospectus;
o the terms, if any, on which the debt securities will be convertible
into or exchangeable for other debt or equity securities, including
without limitation the conversion price, the conversion period and any
other provisions in addition to or in place of those included in this
prospectus;
o the collateral, if any, securing payments with respect to the debt
securities and any provisions relating to the collateral;
o whether and upon what terms the debt securities may be defeased; and
o any other material terms of that series of debt securities.
Guarantee of Debt Securities
Toll Brothers, Inc. will unconditionally guarantee the payment of the
principal, premium, if any, and interest on the debt securities as they become
due, whether at maturity, by declaration of acceleration, call for redemption or
otherwise.
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Unless otherwise provided in the applicable prospectus supplement or
authorizing resolution, the payment of principal, premium, if any, and interest
on the debt securities under the guarantees will be junior in right of payment
to the prior payment in full of all senior indebtedness of Toll Brothers, Inc.,
in the manner and to the extent described in the indenture, whether the senior
indebtedness is outstanding on the date of the indenture or is created,
incurred, assumed or guaranteed after the date of the indenture. The senior
indebtedness of Toll Brothers, Inc. is referred to in the indenture as "Senior
Indebtedness of the Guarantor" and may be further defined in the applicable
prospectus supplement and authorizing resolution.
Unless otherwise provided in the applicable prospectus supplement, upon (1)
the maturity of any senior indebtedness of Toll Brothers, Inc. by lapse of time,
acceleration, unless waived, or otherwise or (2) any distribution of the assets
of Toll Brothers, Inc. upon any dissolution, winding up, liquidation or
reorganization of Toll Brothers, Inc., the holders of senior indebtedness of
Toll Brothers, Inc. will be entitled to receive payment in full before the
holders of any then outstanding debt securities of a series offered by this
prospectus will be entitled to receive any payment on those debt securities
pursuant to the guarantees. Except as otherwise provided in the applicable
prospectus supplement, if in any of the situations referred to in (1) or (2)
above, a payment is made to the trustee or to holders of the debt securities of
a series offered by this prospectus before all senior indebtedness of Toll
Brothers, Inc. has been paid in full or provision has been made for payment of
all of the senior indebtedness of Toll Brothers, Inc., the payment to the
trustee or holders must be paid over to the holders of the senior indebtedness
of Toll Brothers, Inc.
The assets of Toll Brothers, Inc. consist principally of the stock of its
subsidiaries. Therefore, the rights of Toll Brothers, Inc. and the rights of its
creditors, including the holders of debt securities unconditionally guaranteed
by Toll Brothers, Inc., to participate in the assets of any subsidiary other
than the issuer of those debt securities upon liquidation, recapitalization or
otherwise will be subject to the prior claims of that subsidiary's creditors
except to the extent that claims of Toll Brothers, Inc. itself as a creditor of
the subsidiary may be recognized. This includes the prior claims of the banks
that have provided and are providing First Huntingdon Finance Corp. a revolving
credit facility under an agreement pursuant to which Toll Brothers, Inc. and its
other subsidiaries, including Toll Corp. and Toll Finance Corp., have guaranteed
or will guarantee the obligations owing to the banks under the revolving credit
facility.
Conversion of Debt Securities
Unless otherwise indicated in the applicable prospectus supplement, the
debt securities will not be convertible into common stock of Toll Brothers, Inc.
or into any other securities. The particular terms and conditions of the
conversion rights of any series of convertible debt securities other than those
described below will be described in the applicable prospectus supplement.
Unless otherwise indicated in the applicable prospectus supplement, and
subject, if applicable, to prior redemption at the option of the issuer of the
debt securities, the holders of any series of convertible debt securities will
be entitled to convert the principal amount or a portion of the principal amount
which is an integral multiple of $1,000 at any time before the date specified in
the applicable prospectus supplement for the series of debt securities into
shares of the common stock of Toll Brothers, Inc. at the conversion price stated
in the applicable prospectus supplement, subject to adjustment as described
below.
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In the case of any debt security or portion of debt security called for
redemption, conversion rights will expire at the close of business on the second
business day preceding the redemption date. (Section 10.02).
Toll Brothers, Inc. will not be required to issue fractional shares of
common stock upon conversion of the debt securities of a convertible series.
Instead, Toll Brothers, Inc. will pay a cash adjustment for any fractional
interest in a share of its common stock. (Section 10.04).
Convertible debt securities surrendered for conversion during the period
from the close of business on a "Record Date," as defined in the applicable
indenture, or the next preceding "Business Day," as defined in the applicable
indenture, if the Record Date is not a Business Day, preceding any "Interest
Payment Date," as defined in the applicable indenture, to the opening of
business on that Interest Payment Date, other than convertible debt securities
or portions of convertible debt securities called for redemption during the
period, will be accompanied by payment in next-day funds or other funds
acceptable to Toll Brothers, Inc. of an amount equal to the interest payable on
the Interest Payment Date on the principal amount of the convertible debt
securities then being converted. Except as described in the preceding sentence,
no payment or adjustment will be made on conversion of convertible debt
securities on account of interest accrued on the debt securities surrendered for
conversion or for dividends on the common stock delivered on conversion. If an
issuer of convertible debt securities defaults on the payment of interest for
which payment is made upon the surrender of those convertible debt securities
for conversion, the amount so paid will be returned to the party who made the
payment. (Section 10.03).
The conversion price of the debt securities of a convertible series will be
subject to adjustment in certain events, including:
o the subdivision, combination or reclassification of the outstanding
common stock of Toll Brothers, Inc.;
o the issuance of common stock of Toll Brothers, Inc. as a dividend or
distribution on common stock of Toll Brothers, Inc.;
o the issuance of rights or warrants, expiring within 45 days
after the record date for issuance, to the holders of common
stock of Toll Brothers, Inc. generally entitling them to
acquire shares of common stock of Toll Brothers, Inc. at less
than the common stock's then "Current Market Price" as defined
in the indenture; or
o the distribution to the holders of common stock of Toll
Brothers, Inc. generally of rights or warrants to subscribe
for securities of Toll Brothers, Inc. other than those for
which adjustment is otherwise made, or evidences of
indebtedness or assets of Toll Brothers, Inc., excluding cash
dividends paid from retained earnings and dividends or
distributions payable in stock for which adjustment is
otherwise made.
There will be no upward adjustment in the conversion price except in the
event of a reverse stock split. Toll Brothers, Inc. is not required to make any
adjustment in the conversion price of less than 1%, but the adjustment will be
carried forward and taken into account in the computation of any subsequent
adjustment. (Section 10.05).
A conversion price adjustment or the failure to make a conversion price
adjustment may, under various circumstances, be deemed to be a distribution that
could be taxable as a dividend under the Internal Revenue Code to holders of
debt securities or to holders of common stock.
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There will be no adjustments to the conversion price of the debt securities
of any convertible series as discussed above in the following situations:
o any consolidation or merger to which Toll Brothers, Inc. is a party
other than a merger or consolidation in which Toll Brothers, Inc. is
the continuing corporation;
o any sale or conveyance to another corporation of the property of Toll
Brothers, Inc. as an entirety or substantially as an entirety; or
o any statutory exchange of securities with another corporation,
including any exchange effected in connection with a merger of
a third corporation into Toll Brothers, Inc.
However, the holder of each convertible debt security outstanding at that
time will have the right to convert the debt security into the kind and amount
of securities, cash or other property which the holder would have owned or have
been entitled to receive immediately after the transaction if the debt security
was converted immediately before the effective date of the transaction. (Section
10.10).
Form, Exchange, Registration, Conversion, Transfer and Payment
Unless otherwise indicated in the applicable prospectus supplement:
o each series of debt securities will be issued in registered form only,
without coupons;
o payment of principal, premium, if any, and interest, if any,
on each series of the debt securities will be payable at the
office or agency of the issuer of that series maintained for
this purpose; and
o the exchange, conversion and transfer of each series of debt securities
may be registered at the office or agency of the issuer of that series
maintained for this purpose and at any other office or agency maintained
for this purpose. (Section 2.03).
Subject to various exceptions described in the indenture, the issuer of
each series of debt securities will be entitled to charge a reasonable fee for
the registration of transfer or exchange of the debt securities of that series,
including an amount sufficient to cover any tax or other governmental charge
imposed or expenses incurred in connection with the transfer or exchange.
(Section 2.06).
All payments made by the issuer of a series of debt securities to the
trustee and paying agent for the payment of principal, premium, if any, and
interest on the debt securities of that series which remain unclaimed for two
years after the principal, premium, if any, or interest has become due and
payable may be repaid to the issuer. Afterwards, the holder of the debt security
may look only to the issuer or, if applicable, Toll Brothers, Inc., for payment.
(Section 11.03).
Registered Global Securities
The registered debt securities of a series may be issued in whole or in
part in the form of one or more registered global debt securities. A registered
global security is a security, typically held by a depositary, that represents
the beneficial interests of a number of purchasers of the security. Any
registered global debt securities will be deposited with and registered in the
name of a depositary or its nominee identified in the applicable prospectus
supplement. In
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this case, one or more registered global securities will be issued, each in a
denomination equal to the portion of the total principal amount of outstanding
registered debt securities of the series to be represented by the registered
global security.
Unless and until a registered global security is exchanged in whole or in
part for debt securities in definitive registered form, it may not be
transferred except as a whole:
o by the depositary for the registered global security to a nominee for
the depository;
o by a nominee of the depositary to the depositary or to another nominee
of the depositary; or
o by the depositary or its nominee to a successor depositary or a nominee
of a successor depositary.
The prospectus supplement relating to a particular series of debt
securities will describe the specific terms of the depositary arrangement
involving any portion of a series of debt securities to be represented by a
registered global security. We anticipate that the following provisions will
apply to all depositary arrangements for debt securities:
o ownership of beneficial interests in a registered global
security will be limited to persons that have accounts with
the depositary for the registered global security
(each a "participant" and, collectively, the "participants")
or persons holding interests through the participants;
o after the issuer of a series of debt securities issues the
registered global security for the series, the depositary will
credit, on its book-entry registration and transfer system,
the participants' accounts with the respective principal
amounts of the debt securities of that series represented by
the registered global security beneficially owned by the
participants;
o the underwriters, agents or dealers participating in the distribution
of the debt securities will designate the accounts to be credited;
o only a participant or a person that may hold an interest through a
participant may be the beneficial owner of a registered global
security; and
o ownership of beneficial interests in the registered global
security will be shown on, and the transfer of that ownership
interest will be effected only through, records maintained by
the depositary for the registered global security for
interests of the participants, and on the records of the participants
for interests of persons holding through the participants.
The laws of some states may require that specified purchasers of securities
take physical delivery of the securities in definitive form. These laws may
limit the ability of those persons to own, transfer or pledge beneficial
interests in registered global securities.
So long as the depositary for a registered global security, or its nominee,
is the registered owner of the registered global security, the depositary or its
nominee, as the case may be, will be considered the sole owner or holder of the
debt securities represented by the registered global security for all purposes
under the indenture. Except as stated below, owners of beneficial interests in a
registered global security:
o will not be entitled to have the debt securities represented by a
registered global security registered in their names;
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o will not receive or be entitled to receive physical delivery of the debt
securities in definitive form; and
o will not be considered the owners or holders of the debt securities
under the indenture.
Accordingly, each person owning a beneficial interest in a registered global
security must rely on the procedures of the depositary for the registered global
security and, if the person is not a participant, on the procedures of the
participant through which the person owns its interests, to exercise any rights
of a holder under the indenture applicable to the registered global security.
We understand that under existing industry practices, if we request any
action of holders, or if an owner of a beneficial interest in a registered
global security desires to give or take any action which a holder is entitled to
give or take under the indenture, the depositary for the registered global
security would authorize the participants holding the relevant beneficial
interests to give or take the action, and the participants would authorize
beneficial owners owning through the participants to give or take the action or
would otherwise act upon the instructions of beneficial owners holding through
them.
Principal, premium, if any, and interest payments on debt securities
represented by a registered global security registered in the name of a
depositary or its nominee will be made to the depositary or its nominee, as the
case may be, as the registered owner of the registered global security. Neither
the issuer of a series of debt securities, Toll Brothers, Inc., the trustee
under the indenture nor any other agent of any of them will be responsible or
liable for any aspect of the records relating to, or payments made on account
of, beneficial ownership interests in the registered global security for the
series or for maintaining, supervising or reviewing any records relating to the
beneficial ownership interests.
We expect that the depositary for any debt securities represented by a
registered global security, upon receipt of any payment of principal, premium,
if any, or interest in respect of the registered global security, will
immediately credit participants' accounts with payments in amounts proportionate
to their respective beneficial interests in the principal amount of the
registered global security as shown on the depositary's records. We also expect
that payments by participants to owners of beneficial interests in a registered
global security held through the participants will be governed by standing
customer instructions and customary practices, as is now the case with the
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of the participants.
If the depositary for any debt securities represented by a registered
global security is at any time unwilling or unable to continue as depositary or
ceases to be a clearing agency registered under the Securities Exchange Act of
1934, Toll Brothers, Inc. will appoint an eligible successor depositary. If Toll
Brothers, Inc. fails to appoint an eligible successor depositary within 90 days,
the debt securities will be issued in definitive form in exchange for the
registered global security. In addition, Toll Brothers, Inc. may at any time and
in its sole discretion determine not to have any debt securities of a series
represented by one or more registered global securities. In that event, debt
securities of that series will be issued in definitive form in exchange for each
registered global security representing the debt securities. Any debt securities
issued in definitive form in exchange for a registered global security will be
registered in such name or names as the depositary instructs the trustee. We
expect that the instructions will be based upon directions received by the
depositary from the participants with respect to ownership of beneficial
interests in the registered global security.
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Events of Default, Notice and Waiver
Unless otherwise indicated in the applicable prospectus supplement, each of
the following events will be an "Event of Default" with respect to each series
of debt securities issued under the indenture:
o Toll Brothers, Inc. or the issuer of that series of debt securities
fails to pay interest due on any debt securities of that series for 30
days;
o Toll Brothers, Inc. or the issuer of that series of debt securities
fails to pay the principal of any debt securities of that series when
due;
o Toll Brothers, Inc. or the issuer of that series of debt securities
fails to perform any other agreements contained in the debt securities
of that series or in the guarantee relating to that series of debt
securities or contained in the indenture for that series of debt
securities and applicable to that series for a period of 60 days after
the issuer's receipt of notice of the default from the trustee under the
indenture or the holders of at least 25% in principal of the debt
securities of that series;
o default in the payment of indebtedness of Toll Brothers, Inc. or any
"Subsidiary," as defined in the indenture of Toll Brothers, Inc.,
including Toll Corp., First Huntingdon Finance Corp. or Toll Finance
Corp., under the terms of the instrument evidencing or securing the
indebtedness which permits the holder of the indebtedness to accelerate
the payment of in excess of an aggregate of $5,000,000 in principal
amount of the indebtedness, after the lapse of applicable grace periods
or, in the case of non-payment defaults, acceleration of the
indebtedness if the acceleration is not rescinded or annulled within 10
days after the acceleration, provided that, subject to certain
limitations described in the indenture, the term "indebtedness" does not
include for this purpose an acceleration of or default on certain
"Non-Recourse Indebtedness," as that term is defined in the indenture;
o a final judgment for the payment of money in an amount in excess of
$5,000,000 is entered against Toll Brothers, Inc. or any subsidiary (as
defined in the indenture) of Toll Brothers, Inc., including Toll Corp.,
First Huntingdon Finance Corp. or Toll Finance Corp., which remains
undischarged for a period during which execution is not effectively
stayed of 60 days after the date on which the right to appeal has
expired, provided that the term "final judgment" will not include a
"Non-Recourse Judgment," as that term is defined in the indenture,
unless the book value of all property, net of any previous write downs
or reserves in respect of the property, subject to the Non-Recourse
Judgment exceeds the amount of the Non-Recourse Judgment by more than
$10,000,000;
o an "Event of Default", as that term is defined in the indenture relating
to Toll Corp.'s 8-3/4% Senior Subordinated Notes due 2006, 7-3/4% Senior
Subordinated Notes due 2007, 8-1/8% Senior Subordinated Notes due 2009,
or 8% Senior Subordinated Notes due 2009 (each of these series of notes
being referred to below as an "Outstanding Series"), occurs, provided
that on the date of the occurrence, the outstanding principal amount of
at least one Outstanding Series to which the occurrence relates exceeds
$5,000,000;
o any one of various events of bankruptcy, insolvency or reorganization
specified in the indenture occurs with respect to Toll Brothers, Inc. or
the issuer of that series of debt securities; or
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o the guarantee of Toll Brothers, Inc. relating to that series of debt
securities ceases to be in full force and effect for any reason other
than in accordance with its terms. (Section 8.01).
"Non-Recourse Indebtedness," as defined in the indenture, means
indebtedness or other obligations secured by a lien on property to the extent
that the liability for the indebtedness or other obligations is limited to the
security of the property without liability on the part of Toll Brothers, Inc. or
any subsidiary, other than the subsidiary which holds title to the property, for
any deficiency.
"Non-Recourse Judgment," as defined in the indenture, means a judgment in
respect of indebtedness or other obligations secured by a lien on property to
the extent that the liability for (1) the indebtedness or other obligations and
(2) the judgment is limited to the property without liability on the part of
Toll Brothers, Inc. or any subsidiary, other than the subsidiary which holds
title to the property, for any deficiency.
The trustee is required to give notice to the holders of any series of debt
securities within 90 days of a default with respect to that series of debt
securities under the indenture. However, the trustee may withhold notice to the
holders of any series of debt securities, except in the case of a default in the
payment of principal, premium, if any, or interest, if any, with respect to that
series, if the trustee considers the withholding to be in the interest of the
holders. (Section 9.05).
If an Event of Default for the debt securities of any series at the time
outstanding, other than an Event of Default resulting from certain events of
bankruptcy, insolvency or reorganization with respect to Toll Brothers, Inc. or
the issuer of that series of debt securities, occurs and is continuing, either
the trustee or the holders of at least 25% in principal amount of all of the
outstanding debt securities of that series may, by giving an acceleration notice
to the issuer of that series of debt securities, declare the unpaid principal of
and accrued and unpaid interest on all of the debt securities of that series to
be due and payable if, with respect to debt securities of that series (1) (a) no
designated senior debt of Toll Brothers, Inc. or the issuer of that series of
debt securities is outstanding, or (b) if the debt securities of that series are
not subordinated to other indebtedness of the issuer of that series of debt
securities, immediately; or (2) if designated senior debt of Toll Brothers, Inc.
or the issuer of that series of debt securities is outstanding and the debt
securities of that series are junior to other indebtedness of the issuer of that
series of debt securities, upon the earlier of (A) ten days after the
acceleration notice is received by the issuer of that series of debt securities
or (B) the acceleration of any senior indebtedness of Toll Brothers, Inc. or the
issuer of that series of debt securities. The designated senior debt of Toll
Brothers, Inc. is referred to in the indenture as "Designated Senior Debt of the
Guarantor" and the designated senior debt of Toll Corp., First Huntingdon
Finance Corp. or Toll Finance Corp., as the case may be, is referred to in the
indenture for that issuer's debt securities as "Designated Senior Debt of the
Company," and each, as defined in the indenture, may be further defined in the
applicable prospectus supplement.
If an Event of Default occurs with respect to a series of debt securities
as a result of certain events of bankruptcy, insolvency or reorganization with
respect to Toll Brothers, Inc. or the issuer of that series of debt securities,
then the unpaid principal amount of all of the debt securities of that series
outstanding, and any accrued and unpaid interest, will automatically become due
and payable immediately without any declaration or other act by the trustee or
any holder of debt securities of that series. At any time after a declaration of
acceleration with respect to debt securities of any series has been made, but
before a judgment or decree based on
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acceleration has been obtained, the holders of a majority in principal amount of
the outstanding debt securities of that series may rescind the acceleration,
provided that, among other things, all Events of Default with respect to the
particular series, other than payment defaults caused by the acceleration, have
been cured or waived as provided in the indenture. (Section 8.02).
The holders of a majority in outstanding principal amount of the debt
securities of a particular series may generally waive an existing default with
respect to that series and its consequences in accordance with terms and
conditions provided in the indenture. However, these holders may not waive a
default in the payment of the principal, any premium or any interest on the debt
securities. (Section 8.04).
Toll Brothers, Inc. and any issuer of debt securities offered by this
prospectus will be required to file annually with the trustee under the
indenture a certificate, signed by an officer of Toll Brothers, Inc. and the
issuer, stating whether or not the officer knows of any default under the terms
of the indenture and providing a description of any default of which the officer
has knowledge. (Section 4.03).
Additional Provisions
Subject to the duty of the trustee to act with the required standard of
care during a default, the indenture provides that the trustee will be under no
obligation to perform any duty or to exercise any of its rights or powers under
the indenture, unless the trustee receives indemnity satisfactory to it against
any loss, liability or expense. (Section 9.01). Subject to these provisions for
the indemnification of the trustee and various other conditions, the holders of
a majority in total principal amount of the outstanding debt securities of any
series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the trustee, or exercising any trust
or power conferred on the trustee, with respect to the debt securities of that
series. (Section 8.05).
A holder of debt securities of a series will not have the right to pursue
any remedy with respect to the indenture or the debt securities of that series,
unless:
o the holder gives to the trustee written notice of a continuing Event of
Default;
o the holders of not less than 25% in total principal amount of the
outstanding debt securities of that series make a written request to the
trustee to pursue the remedy;
o the holder offers the trustee indemnity satisfactory to it against any
loss, liability or expense;
o the trustee fails to comply with the holder's request within 60 days
after receipt of the written request and offer of indemnity; and
o the trustee, during the same 60-days, has not received from the holders
of a majority in principal amount of the outstanding debt securities of
that series a direction inconsistent with the aforementioned written
request of holders. (Section 8.06).
However, the holder of any debt security will have an absolute right to
receive payment of the principal of and interest on that debt security on or
after the respective due dates expressed in that debt security and to bring suit
for the enforcement of any payment. (Section 8.07).
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Covenants
The prospectus supplement relating to the debt securities of any series
will describe any special covenants applicable to the issuer of the series or
Toll Brothers, Inc. with respect to that series.
Merger or Consolidation
Neither Toll Brothers, Inc. nor the issuer of a series of debt securities
offered by this prospectus may consolidate with or merge into, or transfer all
or substantially all of its assets to, any other person without the consent of
the holders of that series of debt securities, unless:
o the other person is a corporation organized and existing under
the laws of the United States or a state thereof or the
District of Columbia and expressly assumes by supplemental
indenture all the obligations of Toll Brothers, Inc. or the
issuer, as the case may be, under the indenture and either the
guarantees or the debt securities, as the case may be; and
o immediately after giving effect to the transaction no "Default" or
"Event of Default," as these terms are defined in the indenture, has
occurred and is continuing.
Afterwards, all of the obligations of the predecessor corporation will
terminate. (Section 5.01).
Modification of an Indenture
The respective obligations of Toll Brothers, Inc. and the issuer of debt
securities of any series offered by this prospectus and the rights of the
holders of those debt securities under the indenture generally may be modified
with the consent of the holders of a majority in outstanding principal amount of
the debt securities of all series under the indenture affected by the
modification. However, without the consent of each affected holder of debt
securities, no amendment, supplement or waiver may:
o extend the maturity of any debt securities;
o reduce the rate or extend the time for payment of interest on the
debt securities;
o reduce the principal amount of, or premium on, the debt securities;
o change the redemption provisions;
o make a change that adversely affects the right to convert or the
conversion price for any series of convertible debt securities;
o reduce the amount of debt securities whose holders must consent to an
amendment, supplement or waiver;
o waive a default in the payment of the principal, premium, if any, or
interest on any series of debt securities;
o modify the subordination or guarantee provisions in a manner adverse to
holders of any series of debt securities;
o make the medium of payment other than that stated in the debt
securities;
o make any change in the right of any holder of debt securities to receive
payment of principal of, premium, if any, and interest on those debt
securities, or to bring suit for the enforcement of any of these
payments; and
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o change the provisions regarding modifications to the indenture
or waiver of Defaults or Events of Default that will be effective
against any holders of any series of debt securities. (Section 12.02).
Governing Law
The indenture, the debt securities and the guarantees will be governed by
the laws of the State of New York. (Section 13.09).
Satisfaction and Discharge of Indenture
Unless otherwise provided in the applicable authorizing resolution and
prospectus supplement, the indenture will be discharged:
o upon payment of all the series of debt securities issued under the
indenture; or
o upon deposit with the trustee, within one year of the date of maturity
or redemption of all of the series of debt securities issued under the
indenture, of funds sufficient for the payment or redemption of the
securities.
Reports to Holders of Debt Securities
Toll Brothers, Inc. and each issuer of the debt securities offered by this
prospectus will file with the trustee copies of their annual reports and other
information, documents and reports that they file with the SEC. So long as the
obligation of Toll Brothers, Inc. to file these reports or information with the
SEC are suspended or terminated, Toll Brothers, Inc. will provide the trustee
with audited annual financial statements prepared in accordance with generally
accepted accounting principles and unaudited condensed quarterly financial
statements. These financial statements will be accompanied by management's
discussion and analysis of the results of operations and financial condition of
Toll Brothers, Inc. for the period reported upon in substantially the form
required under the rules and regulations of the SEC currently in effect.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of Toll Brothers, Inc. consists of 45,000,000
shares of common stock, $.01 par value per share, and 1,000,000 shares of
preferred stock, $.01 par value per share; however, subject to the limitations
and procedures described below, the stockholders of Toll Brothers, Inc. have
authorized increases in the respective numbers of shares of common stock and
preferred stock. In March 1998, the stockholders of Toll Brothers, Inc.
authorized the filing by the Board of Directors, in its discretion, of one or
more amendments to the Certificate of Incorporation from time to time on or
before March 31, 2003 (1) to increase the authorized common stock by up to
55,000,000 additional shares in any combination of one or more 5,000,000-share
increments and/or (2) to increase the authorized preferred stock by a single
increment of 14,000,000 additional shares. If amendments increasing the
authorized capital stock of Toll Brothers, Inc. to the maximum limits authorized
by the stockholders are filed by March 31, 2003, the authorized common stock of
Toll Brothers, Inc. will be increased to 100,000,000 shares and the authorized
preferred stock of Toll Brothers, Inc. will be increased to 15,000,000 shares.
The procedure was approved by stockholders to permit Toll Brothers, Inc. to save
on its annual Delaware corporate franchise tax while giving the Board of
Directors the flexibility to increase quickly the authorized shares of common or
preferred stock without the necessity of further action by the stockholders.
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Common Stock
Subject to the rights and preferences of any holders of the preferred stock
of Toll Brothers, Inc., none of which is currently outstanding, the holders of
the common stock of Toll Brothers, Inc. are entitled to one vote per share on
all matters which require a vote of the common stockholders. In addition, the
holders of the common stock of Toll Brothers, Inc. are entitled to receive
dividends as legally may be declared by the board of directors and to receive
pro rata the net assets of Toll Brothers, Inc. upon liquidation. There are no
cumulative voting, preemptive, conversion or redemption rights applicable to the
common stock of Toll Brothers, Inc. Persons casting a majority of the votes in
the election of directors will be entitled to elect all of the directors.
On June 12, 1997, the board of directors of Toll Brothers, Inc. adopted a
Stockholder Rights Plan. This Stockholder Rights Plan provides that one right
will attach to each share of the common stock of Toll Brothers, Inc. Each right
entitles the registered holder to purchase from Toll Brothers, Inc. a unit
consisting of one one-thousandth of a share of Series A Junior Participating
Preferred Stock of Toll Brothers, Inc. at a purchase price of $100 per unit.
Initially the rights will attach to all common stock certificates and no
separate rights certificates will be distributed. The rights will separate from
the common stock and a distribution date will occur upon the earlier of:
o 10 days following a public announcement that a person or group
of affiliated persons has acquired beneficial ownership of 15%
or more of the outstanding shares of common stock of Toll
Brothers, Inc.; or
o 10 business days following the commencement of a tender offer
that would result in a person or group beneficially owning 15%
or more of the outstanding shares of common stock of Toll
Brothers, Inc.
The rights are not exercisable until the distribution date and will
expire at the close of business on July 11, 2007. In the event any non-exempt
person or group acquires 15% or more of the then outstanding shares of common
stock, unless the acquisition is made pursuant to a tender offer for all
outstanding shares at a price determined by a majority of the independent
directors of Toll Brothers, Inc., each holder of a right will have the right to
receive, upon exercise, common stock having a value equal to two times the
exercise price of the right. At any time until 10 days following the stock
acquisition date, Toll Brothers, Inc. may redeem the rights at a price of $.001
per right. The Rights Agreement establishing the Stockholder Rights Plan was
filed with the SEC as an exhibit to a registration statement on Form 8-A. An
amendment to the Rights Agreement was filed with the SEC as an exhibit to an
amended registration statement on Form 8-A/A. This summary of the rights is not
complete. Holders of the common stock of Toll Brothers, Inc. should read the
Rights Agreement and the amendment to that agreement which are incorporated by
reference in this prospectus, for additional information.
The common stock of Toll Brothers, Inc. is traded on the New York Stock
Exchange and the Pacific Exchange under the symbol "TOL". The registrar and
transfer agent for the common stock of Toll Brothers, Inc. is Chase Mellon
Shareholder Services, L.L.C.
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Preferred Stock
General. Toll Brothers, Inc. may issue, from time to time, shares of one or
more series of preferred stock.
We have summarized below the general terms and provisions that will apply
to any preferred stock that may be offered, except as otherwise described by the
applicable prospectus supplement. When Toll Brothers, Inc. offers to sell a
particular series of preferred stock, a prospectus supplement will describe the
specific terms of that series of preferred stock. If any of the general terms
and provisions described in this prospectus apply to the particular series of
preferred stock the applicable prospectus supplement will so indicate and will
describe any alternative provisions that are applicable. The preferred stock
will be issued under a certificate of designations relating to each series of
preferred stock, and is also subject to the Toll Brothers, Inc. Certificate of
Incorporation, as amended.
The following summary of various provisions of the preferred stock is not
complete. You should read Toll Brothers, Inc.'s Certificate of Incorporation, as
amended, and each certificate of designation relating to a specific series of
preferred stock for additional information. Each certificate of designation
relating to a specific series of preferred stock will be filed as an exhibit to,
or will be incorporated by reference in, the registration statement at or prior
to the time of issuance of the particular series of preferred stock.
The board of directors of Toll Brothers, Inc. is authorized to issue shares
of preferred stock, in one or more series, and to fix for each series voting
powers and the preferences and relative, participating, optional or other
special rights and the qualifications, limitations or restrictions, that are
permitted by the Delaware General Corporation Law.
The board of directors of Toll Brothers, Inc. is authorized to determine
the following terms for each series of preferred stock, which will be described
in the applicable prospectus supplement:
o the number of shares and their designation and title;
o the dividend rate or the method of calculating the dividend rate, if
applicable;
o the priority as to payment of dividends;
o the dividend periods or the method of calculating the dividend periods,
if applicable;
o the voting rights, if any;
o the liquidation preference and the priority as to payment of the
liquidation preference upon any liquidation or winding-up of Toll
Brothers, Inc.;
o whether or not and on what terms the shares will be subject to
redemption or repurchase at the option of Toll Brothers, Inc.;
o whether and on what terms the shares will be convertible into or
exchangeable for other debt or equity securities;
o whether the shares will be listed on a securities exchange; and
o the other rights and privileges and any qualifications, limitations or
restrictions relating to the shares.
Dividends. Holders of preferred stock will be entitled to receive cash
dividends if declared by the board of directors of Toll Brothers, Inc. out of
funds which Toll Brothers,
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Inc. may legally use for payment. The applicable prospectus supplement will
identify the dividend rates and the dates on which Toll Brothers, Inc. will pay
dividends.
Unless otherwise described in the applicable prospectus supplement, each
series of preferred stock will rank junior as to dividends to any series of
preferred stock that may be issued in the future that is expressly senior as to
dividends to the earlier series of the preferred stock. If at any time Toll
Brothers, Inc. has failed to pay accrued dividends on any senior series of
preferred stock at the time dividends are payable on a junior series of
preferred stock, Toll Brothers, Inc. may not pay any dividend on the junior
series of preferred stock or redeem or otherwise repurchase shares of the junior
series of preferred stock until the accumulated but unpaid dividends on the
senior series have been paid or set aside for payment in full by Toll Brothers,
Inc.
Unless otherwise described in the applicable prospectus supplement:
o no dividends, other than in common stock or other capital
stock ranking junior to the preferred stock of any series as
to dividends and upon liquidation, may be declared or paid or
set aside for payment; and
o no distribution may be declared or made upon the common stock, or any
other capital stock of Toll Brothers, Inc. ranking junior to or equally
with the preferred stock of the particular series as to dividends.
In addition, unless otherwise described in the applicable prospectus
supplement, no common stock or any other capital stock of Toll Brothers, Inc.
ranking junior to or equally with the preferred stock of the particular series
as to dividends may be redeemed, purchased or otherwise acquired for any
consideration and no monies may be paid to or made available for a sinking fund
for the redemption of any shares of any such stock by Toll Brothers, Inc. except
by conversion into or exchange for other capital stock of Toll Brothers, Inc.
ranking junior to the preferred stock of the particular series as to dividends
unless:
o if the series of preferred stock has a cumulative dividend, full
cumulative dividends on the preferred stock of the series have been or
contemporaneously are declared and paid or declared and an amount
sufficient for the payment of the dividends has been set apart for all
past dividend periods and the then current dividend period; or
o if the particular series of preferred stock does not have a cumulative
dividend, full dividends on the preferred stock of the series have been
or contemporaneously are declared and paid or declared and an amount
sufficient for the payment of the dividends has been set apart for
payment for the then current dividend period; provided, however, that
any monies deposited up until that time in any sinking fund with respect
to any preferred stock of Toll Brothers, Inc. in compliance with the
provisions of the sinking fund may subsequently be applied to the
purchase or redemption of the preferred stock in accordance with the
terms of the sinking fund, regardless of whether at the time of the
application full cumulative dividends upon shares of the preferred stock
outstanding on the last dividend payment date have been paid or declared
and set apart for payment; and provided, further, that any of the junior
or equally-ranked classes of preferred stock or common stock of Toll
Brothers, Inc. may be converted into or exchanged for stock of
Toll Brothers,
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Inc. ranking junior to the series of preferred stock then senior to the
junior or equally-ranked classes of preferred stock as to dividends.
The amount of dividends payable for the initial dividend period or any
period shorter than a full dividend period will be computed on the basis of a
360-day year of twelve 30-day months. Accrued but unpaid dividends will not bear
interest.
Convertibility. Toll Brothers, Inc. will not convert or exchange any series
of preferred stock for other securities or property unless otherwise stated in
the applicable prospectus supplement.
Redemption and Sinking Fund. Toll Brothers, Inc. will not redeem or pay
into a sinking fund any series of preferred stock unless otherwise stated in the
applicable prospectus supplement.
Liquidation Rights. Unless otherwise stated in the applicable prospectus
supplement, in the event of any liquidation, dissolution or winding-up of Toll
Brothers, Inc., holders of each series of preferred stock will be entitled to
receive the liquidation preference per share specified in the applicable
prospectus supplement for that particular series of preferred stock plus any
accrued and unpaid dividends. Toll Brothers, Inc. will pay these amounts to the
holders of each series of the preferred stock and all amounts owing on any
preferred stock ranking equally with that series of preferred stock as to
distributions. These payments will be made out of the assets of Toll Brothers,
Inc. available for distribution to stockholders before any distribution is made
to holders of common stock or any other shares of preferred stock of Toll
Brothers, Inc. ranking junior to the series of preferred stock as to rights upon
liquidation, dissolution or winding-up.
In the event that there are insufficient funds to pay in full the amounts
payable to all equally-ranked classes of preferred stock, Toll Brothers, Inc.
will allocate the remaining assets equally among all series of equally-ranked
preferred stock in proportion to the full respective preferential amounts to
which they are entitled. Unless otherwise specified in a prospectus supplement
for a series of preferred stock, after Toll Brothers, Inc. pays the full amount
of the liquidation distribution to which they are entitled, the holders of
shares of a series of preferred stock will not be entitled to participate in any
further distribution of the assets of Toll Brothers, Inc. The consideration or
merger of Toll Brothers, Inc. with another corporation or sale of securities
will not be considered a liquidation, dissolution or winding-up of Toll
Brothers, Inc. for these purposes.
Voting Rights. Holders of preferred stock will not have any voting rights
except as described in the applicable prospectus supplement or as otherwise from
time to time required by law.
Miscellaneous. When the preferred stock is issued, it will be fully paid
and nonassessable. Holders of preferred stock will have no preemptive rights. If
Toll Brothers, Inc. redeems or otherwise reacquires any shares of preferred
stock, it will restore the shares to the status of authorized and unissued
shares of preferred stock. These shares will not be a part of any particular
series of preferred stock and Toll Brothers, Inc. may reissue the shares. There
are no restrictions on repurchase or redemption of the preferred stock on
account of any arrearage on sinking fund installments, except as may be
described in an applicable prospectus supplement. Payment of dividends on any
series of preferred stock may be
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restricted by loan agreements, indentures or other agreements entered into by
Toll Brothers, Inc. The accompanying prospectus supplement will describe any
material contractual restrictions on dividend payments. The prospectus
supplement will also describe any material United States federal income tax
considerations applicable to the preferred stock.
No Other Rights. The shares of a series of preferred stock will not have
any preferences, voting powers or relative, participating, optional or other
special rights except for those described above or in the applicable prospectus
supplement, the Certificate of Incorporation, as amended, or the applicable
certificate of designation, or as otherwise required by law.
Transfer Agent and Registrar. The prospectus supplement for each series of
preferred stock will identify the transfer agent and registrar.
DESCRIPTION OF WARRANTS
General
Toll Brothers, Inc. may issue, together with other securities offered by
this prospectus or separately, warrants for the purchase of the following:
o debt securities of Toll Corp., First Huntingdon Finance Corp. or Toll
Finance Corp. with the unconditional guarantees of Toll Brothers, Inc.;
o common stock of Toll Brothers, Inc.; or
o preferred stock of Toll Brothers, Inc.
Each series of warrants will be issued under a separate warrant agreement
to be entered into between Toll Brothers, Inc. and a bank or trust company, as
warrant agent. The terms of each warrant agreement will be discussed in the
applicable prospectus supplement relating to the particular series of warrants.
Copies of the form of agreement for each warrant, including the forms of
certificates representing the warrants, reflecting the provisions to be included
in these agreements for a particular offering will be, in each case, filed with
the SEC as an exhibit to a document incorporated by reference in the
registration statement of which this prospectus is a part prior to the date of
any prospectus supplement relating to an offering of the particular warrant.
We have summarized below the general terms and provisions that will apply
to any warrants that may be offered, except as otherwise described by the
applicable prospectus supplement. When Toll Brothers, Inc. offers to sell
warrants, a prospectus supplement will describe the specific terms of that
series of warrants. If any of the general terms and provisions described in this
prospectus do not apply to the particular series of warrants being offered the
applicable prospectus supplement will so indicate and will describe any
alternative provisions that are applicable. The following summary of various
provisions of the warrants, the warrant agreements and the warrant certificates
is not complete. You should read all of the provisions of the applicable warrant
agreement and warrant certificate, including the definitions contained in those
documents of various terms, for additional important information concerning any
series of warrants offered by this prospectus.
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Debt Warrants
General. The prospectus supplement relating to any series of debt warrants
that are offered by this prospectus will describe the specific terms of that
series of debt warrants, any related debt warrant agreement and the debt warrant
certificate(s) representing the debt warrants. The applicable prospectus
supplement will describe, among other things, the following terms, to the extent
they are applicable to that series of debt warrants:
o the issuer of the debt securities which may be purchased upon
exercise of the debt warrants, the designation, number, stated
value and terms of those debt securities, the terms of the
related guarantees and the procedures and conditions relating
to the exercise of the debt warrants;
o the designation and terms of any debt securities and related
guarantees with which the debt warrants are issued and the
number of the debt warrants issued with each debt security;
o the date, if any, on and after which the debt warrants and the related
debt securities will be separately transferable;
o the principal amount of debt securities which may be purchased
upon exercise of each debt warrant and the price at which the
principal amount of debt securities may be purchased upon
exercise of the debt warrant;
o the date on which the right to exercise the debt warrants will begin and
the date on which the right will expire;
o a discussion of the material United States federal income tax
considerations relevant to the exercise of the debt warrants;
o whether the debt warrants represented by the debt warrant
certificates will be issued in registered or bearer form, and,
if registered, where they may be transferred and registered;
o call provisions of the debt warrants, if any; and
o any other material terms of the debt warrants.
Debt warrant certificates will be exchangeable for new debt warrant
certificates of different denominations. In addition, debt warrants may be
exercised at the corporate trust office of the warrant agent or any other office
indicated in the applicable prospectus supplement. A holder of a debt warrant
will not have any of the rights of a holder of the debt securities which may be
purchased by the exercise of the debt warrant before the debt securities are
purchased by the exercise of the debt warrant. Accordingly, before a debt
warrant is exercised, the holder will not be entitled to receive any payments of
principal, premium, if any, or interest, if any, on the debt securities which
may be purchased by the exercise of that debt warrant.
Exercise of Debt Warrants. Each debt warrant will entitle the holder to
purchase for cash the principal amount of debt securities described in the
applicable prospectus supplement at the exercise price described or explained in
the prospectus supplement. Debt warrants may be exercised at any time from the
time they become exercisable, as described in the applicable prospectus
supplement, up to the time on the date stated in the applicable prospectus
supplement. Afterwards, unexercised debt warrants will become void.
Debt warrants may be exercised in the manner described in the applicable
prospectus supplement. When Toll Brothers, Inc. receives payment and the
properly completed and duly executed debt warrant certificate at the corporate
trust office of the warrant agent or any other
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office indicated in the applicable prospectus supplement, it will, as soon as
practicable, forward the debt securities purchased upon the exercise of the debt
warrants. If less than all of the debt warrants represented by the debt warrant
certificate are exercised, Toll Brothers, Inc. will issue a new debt warrant
certificate for the amount of debt warrants that remain exercisable.
Common Stock Warrants
General. The prospectus supplement relating to any series of common stock
warrants that are offered by this prospectus will describe the specific terms of
that series of common stock warrants, any related common stock warrant agreement
and the common stock warrant certificate(s) representing the common stock
warrants. The applicable prospectus supplement will describe, among other
things, the following terms, to the extent they are applicable to that series of
common stock warrants:
o the procedures and conditions relating to the exercise of the common
stock warrants;
o the number of shares of common stock, if any, issued with the common
stock warrants;
o the date, if any, on and after which the common stock warrants and any
related shares of common stock will be separately transferable;
o the offering price of the common stock warrants, if any;
o the number of shares of common stock which may be purchased upon
exercise of the common stock warrants and the price or prices at which
the shares may be purchased upon exercise;
o the date on which the right to exercise the common stock warrants will
begin and the date on which the right will expire;
o a discussion of the material United States federal income tax
considerations applicable to the exercise of the common stock warrants;
o call provisions of the common stock warrants, if any; and
o any other material terms of the common stock warrants.
Common stock warrant certificates will be exchangeable for new common stock
warrant certificates of different denominations. In addition, common stock
warrants may be exercised at the corporate trust office of the warrant agent or
any other office indicated in the applicable prospectus supplement. A holder of
a common stock warrant will not have any of the rights of a holder of the common
stock which may be purchased by the exercise of the common stock warrant before
the common stock is purchased by the exercise of the common stock warrant.
Accordingly, before a common stock warrant is exercised, the holder will not be
entitled to receive any dividend payments or exercise any voting or other rights
associated with the shares of common stock which may be purchased when the
common stock warrant is exercised.
Exercise of Common Stock Warrants. Each common stock warrant will entitle
the holder to purchase for cash the number of shares of common stock of Toll
Brothers, Inc. at the exercise price that is described or explained in the
applicable prospectus supplement. Common stock warrants may be exercised at any
time from the time they become exercisable, as described in the applicable
prospectus supplement, up to the time on the date stated in the applicable
prospectus supplement. Afterwards, unexercised common stock warrants will become
void.
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Common stock warrants may be exercised in the manner described in the
applicable prospectus supplement. When Toll Brothers, Inc. receives payment and
the properly completed and duly executed common stock warrant certificate at the
corporate trust office of the warrant agent or any other office indicated in the
applicable prospectus supplement, it will, as soon as practicable, forward a
certificate representing the number of shares of common stock purchased upon
exercise of the common stock warrants. If less than all of the common stock
warrants represented by the common stock warrant certificate are exercised, Toll
Brothers, Inc. will issue a new common stock warrant certificate for the amount
of common stock warrants that remain exercisable.
Preferred Stock Warrants
General. The prospectus supplement relating to any series of preferred
stock warrants that are offered by this prospectus will describe the specific
terms of that series of preferred stock warrants, any related preferred stock
warrant agreement and the preferred stock warrant certificate(s) representing
the preferred stock warrants. The applicable prospectus supplement will
describe, among other things, the following terms, to the extent they are
applicable to that series of preferred stock warrants:
o the designation and terms of the shares of preferred stock
which may be purchased upon exercise of the preferred stock
warrants and the procedures and conditions relating to the
exercise of the preferred stock warrants;
o the designation and terms of any related shares of preferred
stock with respect to which the preferred stock warrants are
issued and the number of shares of the preferred stock, if
any, issued with preferred stock warrants;
o the date, if any, on and after which the preferred stock warrants and
any related shares of preferred stock will be separately transferable;
o the offering price of the preferred stock warrants, if any;
o the number of shares of preferred stock which may be purchased upon
exercise of the preferred stock warrants and the initial price or prices
at which the shares may be purchased upon exercise;
o the date on which the right to exercise the preferred stock warrants
will begin and the date on which the right will expire;
o a discussion of the material United States federal income tax
considerations relevant to the exercise of the preferred stock warrants;
o call provisions of the preferred stock warrants, if any; and
o any other material terms of the preferred stock warrants.
Preferred stock warrant certificates will be exchangeable for new preferred
stock warrant certificates of different denominations. In addition, preferred
stock warrants may be exercised at the corporate trust office of the warrant
agent or any other office indicated in the applicable prospectus supplement. A
holder of a preferred stock warrant will not have any of the rights of a holder
of the preferred stock which may be purchased by the exercise of the preferred
stock warrant before the preferred stock is purchased by the exercise of the
preferred stock warrant. Accordingly, before a preferred stock warrant is
exercised, the holder will not be entitled to receive any dividend payments or
exercise any voting or other rights associated with the preferred stock which
may be purchased when the preferred stock warrant is exercised.
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Exercise of Preferred Stock Warrants. Each preferred stock warrant will
entitle the holder to purchase for cash the number of shares of preferred stock
of Toll Brothers, Inc. at the exercise price described or explained in the
applicable prospectus supplement. Preferred stock warrants may be exercised at
any time from the time they become exercisable, as described in the applicable
prospectus supplement, up to the time on the date stated in the applicable
prospectus supplement. Afterwards, unexercised preferred stock warrants will
become void.
Preferred stock warrants may be exercised in the manner described in the
applicable prospectus supplement. When Toll Brothers, Inc. receives payment and
the properly completed and duly executed preferred stock warrant certificate at
the corporate trust office of the warrant agent or any other office indicated in
the applicable prospectus supplement, it will, as soon as practicable, forward a
certificate representing the number of shares of preferred stock purchased upon
exercise of the preferred stock warrants. If less than all of the preferred
stock warrants represented by the preferred stock warrant certificate are
exercised, Toll Brothers, Inc. will issue a new preferred stock warrant
certificate for the amount of preferred stock warrants that remain exercisable.
CLASSIFIED BOARD OF DIRECTORS AND RESTRICTIONS ON REMOVAL
Under the Certificate of Incorporation, as amended, of Toll Brothers, Inc.,
the board of directors is divided into three classes of directors serving
staggered terms of three years each. Each class is to be as nearly equal in
number as possible, with one class being elected each year. The Certificate of
Incorporation, as amended, also provides that:
o directors may be removed from office only for cause and only
with the affirmative vote of 66 2/3% of the voting power of
the voting stock;
o any vacancy on the board of directors or any newly created
directorship will be filled by the remaining directors then in
office, though less than a quorum; and
o advance notice of shareholder nominations for the elections of
directors must be given in the manner provided by the By-Laws
of Toll Brothers, Inc.
The required 66-2/3% shareholder vote necessary to alter, amend or repeal
these provisions of the Certificate of Incorporation, as amended, the related
amendments to the By-Laws and all other provisions of the By-Laws, or to adopt
any provisions relating to the classification of the board of directors and the
other matters described above may make it more difficult to change the
composition of the board of directors of Toll Brothers, Inc. and may discourage
or make difficult any attempt by a person or group to obtain control of Toll
Brothers, Inc.
PLAN OF DISTRIBUTION
Toll Brothers, Inc., Toll Corp., First Huntingdon Finance Corp. and Toll
Finance Corp., or any of them, may offer and sell their respective securities to
which this prospectus relates in any one or more of the following ways:
o directly to purchasers;
o to or through underwriters;
o to or through dealers; or
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o to or through agents.
Each time we sell securities, we will provide a prospectus supplement that
will name any underwriter, dealer or agent involved in the offer and sale of the
securities. The prospectus supplement will also set forth the terms of the
offering, including the purchase price of the securities and the proceeds to the
issuer(s) from the sale of the securities, any underwriting discounts and other
items constituting underwriters' compensation, any initial public offering price
and any discounts or concessions allowed or reallowed or paid to dealers and any
securities exchanges on which the securities may be listed.
The securities may be distributed from time to time in one or more
transactions:
o at a fixed price or prices, which may be changed;
o at market prices prevailing at the time of sale;
o at prices related to prevailing market prices; or
o at negotiated prices.
Each time we sell securities, we will describe the method of distribution
of the securities in the prospectus supplement relating to the transaction.
If underwriters are used in the offer and sale of the securities being
offered by this prospectus, the name of each managing underwriter, if any, and
any other underwriters and the terms of the transaction, including any
underwriting discounts and other items constituting compensation of the
underwriters and dealers, if any, will be included in the prospectus supplement
relating to the offering. The securities will be acquired by the underwriters
for their own accounts and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
If a dealer is used in the sale of the securities being offered by this
prospectus, the issuer(s) of the securities will sell those securities to the
dealer, as principal. The dealer may then resell those securities to the public
at varying prices to be determined by the dealer at the time of resale. The name
of the dealer and the terms of the transaction will be identified in the
applicable prospectus supplement.
If an agent is used in an offering of securities being offered by this
prospectus, the agent will be named, and the terms of the agency will be
described, in the applicable prospectus supplement relating to the offering.
Unless otherwise indicated in the prospectus supplement, an agent will act on a
best efforts basis for the period of its appointment.
Offers to purchase the securities offered by this prospectus may be
solicited, and sales of the securities may be made, by the issuer(s) of those
securities directly to institutional investors or others, who may be deemed to
be underwriters within the meaning of the Securities Act of 1933 with respect to
any resales of the securities. The terms of any offer made in this manner will
be included in the prospectus supplement relating to the offer.
If indicated in the applicable prospectus supplement, the issuer(s) of the
securities to which the prospectus supplement relates will authorize
underwriters or their other agents to solicit offers by certain institutional
investors to purchase securities from the issuer(s)
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pursuant to contracts providing for payment and delivery at a future date.
Institutional investors with which these contracts may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and others. In all cases,
these purchasers must be approved by the issuer(s) of the securities. The
obligations of any purchaser under any of these contracts will not be subject to
any conditions except that (a) the purchase of the securities must not at the
time of delivery be prohibited under the laws of any jurisdiction to which that
purchaser is subject and (b) if the securities are also being sold to
underwriters, the issuer(s) must have sold to these underwriters the securities
not subject to delayed delivery. Underwriters and other agents will not have any
responsibility in respect of the validity or performance of these contracts.
In addition, the securities offered by this prospectus and an accompanying
prospectus supplement may be offered and sold by the holders of the securities
in one or more of the transactions described above, which transactions may be
effected at any time and from time to time. Upon a sale of securities made in
this manner, the respective holders of the securities and any participating
broker, dealer or underwriter may be deemed to be underwriters within the
meaning of Section 2(11) of the Securities Act of 1933, and any commissions,
discounts or concessions upon the sale, or any profit on the resale of the
securities, received in connection with the sale may be deemed to be
underwriting commissions or discounts under the Securities Act of 1933. The
compensation, including commissions, discounts, concessions and other profits,
received by any broker, dealer or underwriter in connection with the sale of any
of the securities, may be less than or in excess of customary commissions.
Some of the underwriters, dealers or agents used by Toll Brothers, Inc.,
Toll Corp., First Huntingdon Finance Corp. and Toll Finance Corp., or any of
them, in any offering of securities under this prospectus may be customers of,
including borrowers from, engage in transactions with, and perform services for,
Toll Brothers, Inc. Toll Corp., First Huntingdon Finance Corp. and Toll Finance
Corp., or any of them, and/or one or more of their respective affiliates in the
ordinary course of business. Underwriters, dealers, agents and other persons may
be entitled, under agreements which may be entered into with Toll Brothers,
Inc., Toll Corp., First Huntingdon Finance Corp. or Toll Finance Corp., as the
case may be, to indemnification against and contribution toward certain civil
liabilities, including liabilities under the Securities Act of 1933 and to be
reimbursed by Toll Brothers, Inc. and/or Toll Corp. Toll Finance Corp. or First
Huntingdon Finance Corp. for certain expenses.
Until the distribution of the securities offered by this prospectus is
completed, rules of the SEC may limit the ability of the underwriters and
certain selling group members, if any, to bid for and purchase the securities.
As an exception to these rules, the representatives of the underwriters, if any,
are permitted to engage in certain transactions that stabilize the price of the
securities. These transactions may consist of bids or purchases for the purpose
of pegging, fixing or maintaining the price of the securities.
If underwriters create a short position in the securities in connection
with the offering of the securities (i.e., if they sell more securities than are
included on the cover page of the applicable prospectus supplement), the
representatives of the underwriters may reduce that short position by purchasing
securities in the open market. The representatives of the underwriters also may
elect to reduce any short position by exercising all or part of the
over-allotment option, if any, described in the applicable prospectus
supplement.
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The representatives of the underwriters also may impose a penalty bid on
certain underwriters and selling group members. This means that if the
representatives purchase securities in the open market to reduce the
underwriters' short position or to stabilize the price of the securities, they
may reclaim the amount of the selling concession from the underwriters and
selling group members who sold those securities as part of the offering of the
securities.
In general, purchases of a security for the purpose of stabilization or to
reduce a syndicate short position could cause the price of the security to be
higher than it might otherwise be in the absence of these types of purchases.
The imposition of a penalty bid might have an effect on the price of a security
to the extent that it were to discourage resales of the security by purchasers
in the offering.
Neither Toll Brothers, Inc., Toll Corp., First Huntingdon Finance Corp. or
Toll Finance Corp. nor any of the underwriters, if any, makes any representation
or prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the securities. In
addition, neither Toll Brothers, Inc., Toll Corp., First Huntingdon Finance
Corp. or Toll Finance Corp. nor any of the underwriters, if any, makes any
representation that the representatives of the underwriters, if any, will engage
in these transactions or that these transactions, once commenced, will not be
discontinued without notice.
The anticipated date of delivery of the securities offered by this
prospectus will be described in the applicable prospectus supplement relating to
the offering. The securities offered by this prospectus may or may not be listed
on a national securities exchange or a foreign securities exchange. We cannot
give any assurances that there will be a market for any of the securities
offered by this prospectus and any prospectus supplement.
We estimate that the total expenses we will incur in offering the
securities to which this prospectus relates, excluding underwriting discounts
and commissions, if any, will be approximately $1,200,000.
LEGAL MATTERS
Certain legal matters relating to the validity of the securities offered by
this prospectus will be passed upon by Wolf, Block, Schorr and Solis-Cohen LLP,
Philadelphia, Pennsylvania.
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, 1999, 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 and schedule are incorporated
herein by reference in reliance upon such report given on the authority of such
firm as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth an estimate of the costs and expenses, other
than underwriting discounts and commissions, to be incurred by Toll Brothers,
Inc. in connection with the issuance and distribution of the securities being
registered.
Securities and Exchange Commission registration fee................. $ 139,000
Printing and Engraving.............................................. $ 120,000
Rating agency fees.................................................. $ 420,000
Blue Sky fees and expenses.......................................... $ 50,000
Legal fees and expenses............................................. $ 250,000
Accounting fees and expenses........................................ $ 125,000
Trustee fees and expenses........................................... $ 30,000
Miscellaneous....................................................... $ 66,000
Total.......... $1,200,000
==========
All expenses, except the Securities and Exchange Commission registration
fee, are estimated.
Item 15. Indemnification of Directors and Officers.
For information regarding provisions under which a director or officer of
Toll Corp. or Toll Brothers, Inc. 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 shall have power to 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 the person 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 the
person in connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person 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
the person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo 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
the person 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 the person's conduct was
unlawful.
II-1
<PAGE>
(b) A corporation shall have power to 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 the person 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 the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in
a manner the person 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 present or former director or officer 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) of
this section, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person 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 present or former director, officer, employee or agent is proper in
the circumstances because the person has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) by a committee of such directors
designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (4) by the
stockholders.
(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 such person is not
entitled to be indemnified by the corporation as authorized in this
section. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon
such terms and conditions, if any, as the corporation 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 bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action
in such person's official capacity and as to action in another capacity
while holding such office.
II-2
<PAGE>
(g) A corporation shall have 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 such person and incurred by such person in
any such capacity, or arising out of such person's status as such, whether
or not the corporation would have the power to indemnify such person
against such liability under 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
this section with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references 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 of the
corporation which imposes duties on, or involves services by, such
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 such person 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.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees)."
See also Article Six of Toll Brothers, Inc.'s Certificate of Incorporation,
as amended, Article VII of Toll Brothers, Inc.'s By-Laws, as amended, and
Article VIII of the By-Laws, as amended, of Toll Corp., First Huntingdon Finance
Corp., and Toll Finance Corp. pursuant to which each of the respective entities
is granted the power to indemnify their directors, officers, employees and
agents.
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
II-3
<PAGE>
their respective directors, officers and controlling persons against certain
liabilities, including liabilities under the Securities Act.
See Item 17 of this Part II for further information concerning
indemnification of directors, officers and controlling persons of Toll Brothers,
Inc., Toll Corp., First Huntingdon Finance Corp. and Toll Finance Corp.
Item 16. Exhibits
1 Form of Underwriting Agreement Basic Provisions. Incorporated by
reference to Exhibit 1 to the Registration Statement of Toll Brothers,
Inc. and Toll Corp. on Form S-3 (Commission File Nos. 33-51775 and
33-51775-01).
4.1 Form of Indenture among Toll Corp., as issuer, Toll Brothers, Inc., as
guarantor, and Bank One Trust Company, NA, as Trustee.*
4.2 Form of Indenture among First Huntingdon Finance Corp., as issuer, Toll
Brothers, Inc., as guarantor, and Bank One Trust Company, NA, as
Trustee.*
4.3 Form of Indenture among Toll Finance Corp., as issuer, Toll Brothers,
Inc., as guarantor, and Bank One Trust Company, NA, as Trustee.*
5 Opinion and Consent of Wolf, Block, Schorr and Solis-Cohen LLP.
12 Statement RE: Computation of Ratios of Earnings to Fixed Charges.
23.1 Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included as part of
Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney (included on the signature pages in the original
filing of this Registration Statement).*
25.1 Form T-1, Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 with respect to the debt
securities of Toll Corp. and guarantees of Toll Brothers, Inc.*
25.2 Form T-1, Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 with respect to the debt
securities of First Huntingdon Finance Corp. and guarantees of
Toll Brothers, Inc.*
25.3 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 with respect to the debt securities of Toll
Finance Corp. and guarantees of Toll Brothers, Inc.*
- ----------
*This exhibit was included in the original filing of this registration
statement.
II-4
<PAGE>
Additional exhibits to this registration statement will be filed with or
incorporated by reference in this registration statement in connection with
future amendments to, or supplements to the prospectus forming a part of this
registration statement.
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 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. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrants pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
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.
(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 report 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.
II-5
<PAGE>
(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 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 their 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
Securities Act and will be governed by the final adjudication of such issue.
(d) The undersigned registrants hereby undertake that:
(1) For the purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part or this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrants pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on
February 25, 2000.
TOLL BROTHERS, INC.
By: *
----------------------------------
Robert I. Toll,
Chairman of the Board of Directors
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 February 25, 2000.
Signature Title
*
- ------------------------------------ Chairman of the Board, Chief Executive
Robert I. Toll Officer and Director (Principal
Executive Officer)
*
- ------------------------------------ Vice Chairman of the Board and Director
Bruce E. Toll
*
- ------------------------------------ President, Chief Operating Officer and
Zvi Barzilay Director
*
- ------------------------------------ Director
Robert S. Blank
II-7
<PAGE>
*
- -------------------------------------- Director
Richard J. Braemer
*
- -------------------------------------- Director
Roger S. Hillas
*
- -------------------------------------- Director
Carl B. Marbach
*
- -------------------------------------- Senior Vice President, Treasurer, Chief
Joel H. Rassman Financial Officer, Director
(Principal Financial Officer)
*
- -------------------------------------- Director
Paul Shapiro
/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>
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
February 25, 2000.
TOLL CORP.
By: *
----------------------------------
Robert I. Toll,
Chairman of the Board of Directors
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 February 25, 2000.
Signature Title
*
- ------------------------------------ Chairman of the Board, Chief Executive
Robert I. Toll Officer and Director (Principal
Executive Officer)
*
- ------------------------------------ President, Chief Operating Officer,
Zvi Barzilay Secretary and Director
*
- ------------------------------------ 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-9
<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
February 25, 2000.
FIRST HUNTINGDON FINANCE CORP.
By: *
----------------------------------
Robert I. Toll,
Chairman of the Board of Directors
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 February 25, 2000.
Signature Title
*
- -------------------------------------- Chairman of the Board, Chief Executive
Robert I. Toll Officer and Director (Principal
Executive Officer)
*
- -------------------------------------- President, Chief Operating Officer,
Zvi Barzialy Secretary and Director
*
- -------------------------------------- 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-10
<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
February 25, 2000.
TOLL FINANCE CORP.
By: *
----------------------------------
Robert I. Toll,
Chairman of the Board of Directors
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 February 25, 2000.
Signature Title
*
- ------------------------------------ Chairman of the Board, Chief Executive
Robert I. Toll Officer and Director (Principal
Executive Officer)
*
- ------------------------------------ President, Chief Operating Officer,
Zvi Barzilay Secretary and Director
*
- ------------------------------------ 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-11
EXHIBIT 5
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
1650 Arch Street
Philadelphia, PA 19103-2097
February 25, 2000
Toll Brothers, Inc.
Toll Corp.
Toll Finance Corp.
First Huntingdon Finance Corp.
3103 Philmont Avenue
Huntingdon Valley, PA 19006
RE: Registration Statement on Form S-3
----------------------------------
Gentlemen:
As counsel for Toll Brothers, Inc., a Delaware corporation (the "Company"),
and its wholly owned subsidiaries, Toll Corp., a Delaware corporation ("Toll"),
Toll Finance Corp., a Delaware corporation ("TFC"), and First Huntingdon Finance
Corp., a Delaware corporation ("FHFC"), we have assisted in the preparation of a
Registration Statement on Form S-3 (together with all exhibits thereto and
documents incorporated by reference therein, the "Registration Statement") in
the form proposed to be filed by the Company, Toll, TFC and FHFC (collectively,
the "Registrants") with the Securities and Exchange Commission (the
"Commission"). The Registration Statement relates to the issuance and sale from
time to time, pursuant to Rule 415 of the General Rules and Regulations of the
Commission promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), of the following securities of the Registrants with an
aggregate initial public offering price of up to $500,000,000 or the equivalent
thereof in one or more foreign currencies or composite currencies: (i) debt
securities of Toll ("Toll Debt Securities"), TFC ("TFC Debt Securities") and
FHFC ("FHFC Debt Securities" and, collectively with the Toll Debt Securities and
the TFC Debt Securities, the "Debt Securities"), which may be any of senior
secured debt securities, senior unsecured debt securities, senior subordinated
debt securities or subordinated debt securities, in one or more series, which in
each case are to be issued under an indenture (an "Indenture" and, collectively
with any other indentures relating to other Debt Securities and/or Additional
Debt Securities (as defined), the "Indentures") to be entered into among the
issuer of the Debt Securities, the Company and Banc One Trust Company, NA or
another institution designated prior to the issuance of any Debt Securities
under such Indenture to serve as trustee thereunder (a "Trustee" and,
collectively with the trustees, if any, under other Indentures, the "Trustees");
(ii) the Company's unconditional and irrevocable guarantees of Debt Securities
(the "Guarantees"); (iii) shares of the Company's Common Stock, $.01 par value
(the "Common Stock"); (iv) shares of the Company's Preferred Stock, $.01 par
<PAGE>
Toll Brothers, Inc.
Toll Corp.
Toll Finance Corp.
First Huntingdon Finance Corp.
February 25, 2000
Page 2
value (the "Preferred Stock"), in one or more series; (v) warrants to purchase
Debt Securities (the "Debt Warrants") to be issued pursuant to a warrant
agreement relating to Debt Warrants and/or Additional Debt Warrants (as
defined), as the case may be (the "Debt Warrant Agreement"), between the issuer
of Debt Securities and/or the Additional Debt Securities, as the case may be, to
which the Debt Warrants and/or the Additional Debt Warrants relate, the Company
and a warrant agent (the "Debt Warrant Agent") to be appointed prior to the
issuance of Debt Warrants or Additional Debt Warrants; (vi) warrants to purchase
Common Stock (the "Common Stock Warrants") to be issued pursuant to a warrant
agreement relating to Common Stock Warrants and/or Additional Common Stock
Warrants (as defined), as the case may be (the "Common Stock Warrant
Agreement"), between the Company and a warrant agent (the "Common Stock Warrant
Agent") to be appointed prior to the issuance of Common Stock Warrants or
Additional Common Stock Warrants; and (vii) warrants to purchase Preferred Stock
(the "Preferred Stock Warrants", and, together with the Debt Warrants and the
Common Stock Warrants, the "Warrants") to be issued pursuant to a warrant
agreement relating to Preferred Stock Warrants and/or Additional Preferred Stock
Warrants (as defined), as the case may be (the "Preferred Stock Warrant
Agreement"), between the Company and a warrant agent (the "Preferred Stock
Warrant Agent") to be appointed prior to the issuance of Preferred Stock
Warrants or Additional Preferred Stock Warrants. The Debt Securities, the
Guarantees, the Common Stock, the Preferred Stock and the Warrants are
collectively referred to herein as the "Offered 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.
For the purpose of rendering this opinion, we have examined (i) the
Registration Statement relating to the Offered Securities; (ii) the respective
forms of Indenture relating to the Toll Debt Securities and related Guarantees
(the "Toll Indenture"), the TFC Debt Securities and related Guarantees (the "TFC
Indenture") and the FHFC Debt Securities and related Guarantees (the "FHFC
Indenture"), each of which is being filed as an exhibit to the Registration
Statement; (iii) the Restated Articles of Incorporation of the Company, as
amended to date (the "Articles of Incorporation"); (iv) the Bylaws of the
Company as currently in effect (the "Bylaws"); and (v) certain resolutions
adopted by the respective Boards of Directors of the Company (the "Company
Board"), Toll (the "Toll Board"), TFC (the "TFC Board") and FHFC (the "FHFC
Board" and, collectively with the Company Board, the Toll Board and the TFC
Board, the "Registrants' Boards") relating to the issuance of the Offered
Securities and the authorization of the filing of an additional registration
statement (the "Additional Registration Statement") for the purpose of
registering for issuance and sale an additional amount of Offered Securities
pursuant to Rule 462(b) under the Securities Act (the "Additional Offered
Securities"). The Additional Offered Securities may consist of one or more of
the following: additional Debt Securities ("Additional Debt Securities"), which
may consist of additional Toll Debt Securities ("Additional Toll Debt
Securities"), additional TFC Debt Securities ("Additional TFC Debt Securities")
or additional FHFC Debt Securities ("Additional FHFC Debt Securities"),
additional Guarantees ("Additional
<PAGE>
Toll Brothers, Inc.
Toll Corp.
Toll Finance Corp.
First Huntingdon Finance Corp.
February 25, 2000
Page 3
Guarantees"), additional Common Stock ("Additional Common Stock"), additional
Preferred Stock ("Additional Preferred Stock"), additional Debt Warrants
("Additional Debt Warrants"), additional Common Stock Warrants ("Additional
Common Stock Warrants") and additional Preferred Stock Warrants ("Additional
Preferred Stock Warrants"). We have also examined originals or copies, certified
or otherwise identified to our satisfaction, of such records of the Registrants
and such agreements, certificates of public officials, certificates of officers
or other representatives of the Registrants and others and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.
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 latter documents and (v) the power and authority of all
persons other than the Registrants 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 Registrants and others.
We are admitted to practice before the bar in the Commonwealth of
Pennsylvania and in the States of Delaware, New Jersey and New York 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 Offered Securities and any Additional Offered
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 this opinion.
Based upon and subject to the foregoing, such examinations of law and such
other matters as we have deemed relevant under the circumstances, we are of the
opinion that, as of the date hereof:
1. The form of Toll Indenture filed as an exhibit to the Registration
Statement (the "Basic Toll Indenture") has been duly authorized by the Toll
Board. The Basic Toll Indenture and each other Indenture in the form of the
Basic Toll Indenture, as modified in accordance with duly adopted resolutions of
the Toll Board and the Company Board (in each case, including any appropriate
committee appointed thereby) to reflect the additional terms applicable to the
Toll Debt Securities and/or any Additional Toll Debt Securities and Guarantees
and/or any Additional Guarantees to which such Indenture relates, when executed
and delivered by Toll and the Company, will be a valid and binding agreement,
enforceable against Toll and the Company in accordance with its terms, except to
the extent that enforcement thereof may be limited by (a)
<PAGE>
Toll Brothers, Inc.
Toll Corp.
Toll Finance Corp.
First Huntingdon Finance Corp.
February 25, 2000
Page 4
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws now or hereafter in effect relating to or affecting creditors'
rights generally, (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity) and (c)
governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currency or composite currency.
2. The form of TFC Indenture filed as an exhibit to the Registration
Statement (the "Basic TFC Indenture") has been duly authorized by the TFC Board.
The Basic TFC Indenture and each other Indenture in the form of the Basic TFC
Indenture, as modified in accordance with duly adopted resolutions of the TFC
Board and the Company Board (in each case, including any appropriate Committee
appointed thereby) to reflect the additional terms applicable to the TFC Debt
Securities and/or any Additional TFC Debt Securities and Guarantees and/or any
Additional Guarantees to which such Indenture relates, when executed and
delivered by TFC and the Company, will be a valid and binding agreement,
enforceable against TFC and the Company in accordance with its terms, except to
the extent that enforcement thereof may be limited by (a) bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or other similar
laws now or hereafter in effect relating to or affecting creditors' rights
generally, (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity) and (c)
governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currency or composite currency.
3. The form of FHFC Indenture filed as an exhibit to the Registration
Statement (the "Basic FHFC Indenture") has been duly authorized by the FHFC
Board. The Basic FHFC Indenture and each other Indenture in the form of the
Basic FHFC Indenture, as modified in accordance with duly adopted resolutions of
the FHFC Board and the Company Board (in each case, including any appropriate
committee appointed thereby) to reflect the additional terms applicable to the
FHFC Debt Securities and/or any Additional FHFC Debt Securities and Guarantees
and/or any Additional Guarantees to which such Indenture relates, when executed
and delivered by FHFC and the Company, will be a valid and binding agreement,
enforceable against FHFC and the Company in accordance with its terms, except to
the extent that enforcement thereof may be limited by (a) bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or other similar
laws now or hereafter in effect relating to or affecting creditors' rights
generally, (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity) and (c)
governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currency or composite currency.
4. With respect to any series of Debt Securities and/or Additional Debt
Securities and the related Guarantees and/or Additional Guarantees
(collectively, the "Offered Debt Securities"), when (i) if the Offered Debt
Securities are to be sold pursuant to a firm commitment underwritten offering,
the underwriting agreement with respect to the Offered Debt Securities
<PAGE>
Toll Brothers, Inc.
Toll Corp.
Toll Finance Corp.
First Huntingdon Finance Corp.
February 25, 2000
Page 5
(the "Debt Underwriting Agreement") has been duly authorized, executed and
delivered by the issuer of the applicable Debt Securities and/or Additional Debt
Securities, the Company and the other parties thereto; (ii) if the Offered Debt
Securities are to be sold on an agency basis, the distribution agreement with
respect to the Offered Debt Securities (the "Debt Distribution Agreement") has
been duly authorized, executed and delivered by the issuer of the applicable
Debt Securities and/or Additional Debt Securities, the Company and the other
parties thereto; (iii) the Board of Directors of the issuer of the applicable
Debt Securities and/or Additional Debt Securities and the Company Board,
including in each case any appropriate committee appointed thereby, and
appropriate officers of the issuer of the applicable Debt Securities and/or
Additional Debt Securities and the Company have taken all necessary corporate
action to approve the issuance and terms of the Offered Debt Securities and
related matters; (iv) the terms of the Offered Debt Securities and of their
issuance and sale have been duly established in conformity with the Indenture
relating thereto so as not to violate any applicable law, the Articles of
Incorporation or Bylaws of the issuer of the applicable Debt Securities and/or
Additional Debt Securities or the Company or result in a default under or breach
of any agreement or instrument binding upon the issuer of the applicable Debt
Securities and/or Additional Debt Securities or the Company and so as to comply
with any requirement or restriction imposed by any court or governmental body
having jurisdiction over the issuer of the applicable Debt Securities and/or
Additional Debt Securities or the Company; (v) the applicable Indenture has been
duly executed and delivered by the issuer of the applicable Debt Securities
and/or Additional Debt Securities, the Company and the Trustee thereunder; and
(vi) the Offered Debt Securities have been duly executed and authenticated in
accordance with the provisions of the applicable Indenture and duly delivered to
the purchasers thereof upon payment of the agreed-upon consideration therefor,
the Offered Debt Securities, when issued and sold in accordance with the
applicable Indenture and the related Debt Underwriting Agreement or Debt
Distribution Agreement, if any, or any other duly authorized, executed and
delivered applicable purchase agreement, will be valid and binding obligations
of the issuer of the applicable Debt Securities and/or Additional Debt
Securities and the Company, enforceable against the issuer of the applicable
Debt Securities and/or Additional Debt Securities and the Company in accordance
with their respective terms, except to the extent that enforcement thereof may
be limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or other similar laws now or hereafter in effect relating to or
affecting creditors' rights generally, (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity) and (c) governmental authority to limit, delay or prohibit the making of
payments outside the United States or in foreign currency or composite currency.
We note that, as of the date hereof, a judgment for money in an action
based on an Offered Debt 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 Offered Debt Security
is
<PAGE>
Toll Brothers, Inc.
Toll Corp.
Toll Finance Corp.
First Huntingdon Finance Corp.
February 25, 2000
Page 6
denominated into United States dollars will depend upon various factors,
including which court renders the judgment.
5. With respect to any shares of Common Stock and/or Additional Common
Stock (collectively, the "Offered Common Stock"), when (i) if the Offered Common
Stock is to be sold pursuant to a firm commitment underwritten offering, the
underwriting agreement with respect to the Offered Common Stock (the "Common
Stock Underwriting Agreement") has been duly authorized, executed and delivered
by the Company and the other parties thereto; (ii) if the Offered Common Stock
is to be sold on an agency basis, the distribution agreement with respect to the
Offered Common Stock (the "Common Stock Distribution Agreement") has been duly
authorized, executed and delivered by the Company and the other parties thereto;
(iii) the Company Board, including any appropriate committee appointed thereby,
and the appropriate officers of the Company have taken all necessary corporate
action to approve the issuance and terms of issuance of the shares of Offered
Common Stock in conformity with the Company's Articles of Incorporation and
Bylaws, so as not to violate any applicable law, the Company's Articles of
Incorporation or Bylaws or result in a default under or breach of any agreement
or instrument binding upon the Company and so as to comply with any requirement
or restriction imposed by any court or governmental body having jurisdiction
over the Company; and (iv) certificates representing the shares of the Offered
Common Stock are duly executed, countersigned, registered and delivered upon
payment of the agreed-upon consideration therefor, the shares of the Offered
Common Stock, when issued and sold in accordance with the related Common Stock
Underwriting Agreement or Common Stock Distribution Agreement, if any, or any
other duly authorized, executed and delivered applicable purchase agreement,
will be duly authorized, validly issued, fully paid and nonassessable, provided
that the consideration therefor is not less than the par value thereof.
6. With respect to the shares of any series of Preferred Stock and/or
Additional Preferred Stock (collectively, the "Offered Preferred Stock"), when
(i) if the Offered Preferred Stock is to be sold pursuant to a firm commitment
underwritten offering, the underwriting agreement with respect to the shares of
the Offered Preferred Stock (the "Preferred Stock Underwriting Agreement") has
been duly authorized, executed and delivered by the Company and the other
parties thereto; (ii) if the Offered Preferred Stock is to be sold on an agency
basis, the distribution agreement with respect to the Offered Preferred Stock
(the "Preferred Stock Distribution Agreement") has been duly authorized,
executed and delivered by the Company and the other parties thereto; (iii) the
Company Board, including any appropriate committee appointed thereby, and the
appropriate officers of the Company have taken all necessary corporate action to
approve the issuance and terms of the shares of the Offered Preferred Stock and
related matters, including the adoption of a certificate of designation for the
Offered Preferred Stock in the form required by applicable law (the "Certificate
of Designation"); (iv) the filing of the Certificate of Designation with the
Secretary of State of the State of Delaware has duly occurred; (v) the terms of
the Offered Preferred Stock and of their issuance and sale have
<PAGE>
Toll Brothers, Inc.
Toll Corp.
Toll Finance Corp.
First Huntingdon Finance Corp.
February 25, 2000
Page 7
been duly established in conformity with the Company's Articles of
Incorporation, the Certificate of Designation and the Company's Bylaws, so as
not to violate any applicable law, the Company's Articles of Incorporation, the
Certificate of Designation or the Company's Bylaws or result in a default under
or breach of any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company; and (vi) certificates representing
the shares of the Offered Preferred Stock are duly executed, countersigned,
registered and delivered upon payment of the agreed-upon consideration therefor,
the shares of the Offered Preferred Stock, when issued and sold in accordance
with the related Preferred Stock Underwriting Agreement or Preferred Stock
Distribution Agreement, if any, or any other duly authorized, executed and
delivered applicable purchase agreement, will be duly authorized, validly
issued, fully paid and nonassessable, provided that the consideration therefor
is not less than the par value thereof.
7. With respect to any Debt Warrants and/or Additional Debt Warrants
(collectively, the "Offered Debt Warrants"), when (i) if the Offered Debt
Warrants are to be sold pursuant to a firm commitment underwritten offering, the
Debt Underwriting Agreement with respect to the Offered Debt Warrants has been
duly authorized, executed and delivered by the issuer of the Debt Securities
and/or Additional Debt Securities to which the Offered Debt Warrants relate, the
Company and the other parties thereto; (ii) if the Offered Debt Warrants are to
be sold on an agency basis, the distribution agreement with respect to the
Offered Debt Warrants (the "Debt Warrant Distribution Agreement") has been duly
authorized, executed and delivered by the issuer of the Debt Securities and/or
Additional Debt Securities to which the Offered Debt Warrants relate, the
Company and the other parties thereto; (iii) the Board of Directors of the
issuer of the Debt Securities and/or Additional Debt Securities to which the
Offered Debt Warrants relate and the Company Board, including in each case any
appropriate committee appointed thereby, and appropriate officers of the issuer
of the Debt Securities and/or Additional Debt Securities to which the Offered
Debt Warrants relate and the Company have taken all necessary corporate action
to approve the issuance and terms of the Offered Debt Warrants and related
matters; (iv) the terms of the Offered Debt Warrants and of their issuance and
sale have been duly established in conformity with the Debt Warrant Agreement so
as not to violate any applicable law, the Articles of Incorporation or the
Bylaws of the issuer of the Debt Securities and/or Additional Debt Securities to
which the Offered Debt Warrants relate or the Company or result in a default
under or breach of any agreement or instrument binding upon the issuer of the
Debt Securities and/or Additional Debt Securities to which the Offered Debt
Warrants relate or the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction over
the issuer of the Debt Securities and/or Additional Debt Securities to which the
Offered Debt Warrants relate or the Company; (v) the Debt Warrant Agreement has
been duly authorized, executed and delivered by the issuer of the Debt
Securities and/or Additional Debt Securities to which the Offered Debt Warrants
relate and the Company to the Debt Warrant Agent; (vi) the Debt Warrant
Agreement has been duly authorized, delivered and
<PAGE>
Toll Brothers, Inc.
Toll Corp.
Toll Finance Corp.
First Huntingdon Finance Corp.
February 25, 2000
Page 8
executed by the Debt Warrant Agent; and (vii) the Offered Debt Warrants have
been duly executed and authenticated in accordance with the provisions of the
Debt Warrant Agreement and duly delivered to the purchasers thereof upon payment
of the agreed-upon consideration therefor, the Offered Debt Warrants, when
issued and sold in accordance with the Debt Warrant Agreement and the related
Debt Underwriting Agreement or Debt Warrant Distribution Agreement, if any, or
any other duly authorized, executed and delivered applicable purchase agreement,
will be valid and binding obligations of the issuer of the Debt Securities
and/or Additional Debt Securities to which the Offered Debt Warrants relate and
the Company, enforceable against the issuer of the Debt Securities and/or
Additional Debt Securities to which the offered Debt Warrants relate and the
Company in accordance with their respective terms, except to the extent that
enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or other similar laws now or
hereafter in effect relating to or affecting creditors' rights generally, (b)
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity) and (c) governmental authority to limit,
delay or prohibit the making of payments outside the United States or in foreign
currency or composite currency.
We note that, as of the date hereof, a judgment for money in an action
based on a Debt Warrant or an Additional Debt Warrant to purchase a Debt
Security or an Additional Debt 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 Debt
Security or Additional Debt Security is denominated into United States dollars
will depend upon various factors, including which court renders the judgment.
8. With respect to any Preferred Stock Warrants and/or Additional Preferred
Stock Warrants (collectively, the "Offered Preferred Stock Warrants"), when (i)
if the Offered Preferred Stock Warrants are to be sold pursuant to a firm
commitment underwritten offering, the Preferred Stock Underwriting Agreement
with respect to the Offered Preferred Stock Warrants has been duly authorized,
executed and delivered by the Company and the other parties thereto; (ii) if the
Offered Preferred Stock Warrants are to be sold on an agency basis, the
distribution agreement with respect to the Offered Preferred Stock Warrants (the
"Preferred Stock Warrant Distribution Agreement") has been duly authorized,
executed and delivered by the Company and the other parties thereto; (iii) the
Company Board, including any appropriate committee appointed thereby, and
appropriate officers of the Company have taken all necessary corporate action to
approve the issuance and terms of the Offered Preferred Stock Warrants and
related matters; (iv) the terms of the Offered Preferred Stock Warrants and of
their issuance and sale have been duly established in conformity with the
Preferred Stock Warrant Agreement so as not to violate any applicable law, the
Company's Articles of Incorporation or Bylaws or result in a default under or
breach of any agreement or instrument binding upon the Company and so as to
comply with any requirement or
<PAGE>
Toll Brothers, Inc.
Toll Corp.
Toll Finance Corp.
First Huntingdon Finance Corp.
February 25, 2000
Page 9
restriction imposed by any court or governmental body having jurisdiction over
the Company; (v) the Preferred Stock Warrant Agreement has been duly authorized,
executed and delivered by the Company to the Preferred Stock Warrant Agent; (vi)
the Preferred Stock Warrant Agreement has been duly authorized, executed and
delivered by the Preferred Stock Warrant Agent; and (vii) the Offered Preferred
Stock Warrants have been duly executed and authenticated in accordance with the
provisions of the Preferred Stock Warrant Agreement and duly delivered to the
purchasers thereof upon payment of the agreed-upon consideration therefor, the
Offered Preferred Stock Warrants, when issued and sold in accordance with the
Preferred Stock Warrant Agreement and the related Preferred Stock Underwriting
Agreement or Preferred Stock Warrant Distribution Agreement, if any, or any
other duly authorized, executed and delivered applicable purchase agreement,
will be valid and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms, except to the extent that
enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or other similar laws now or
hereafter in effect relating to or affecting creditors' rights generally and (b)
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity), provided that the per share consideration
payable upon the exercise of the Offered Preferred Stock Warrants is not less
than the par value of the Preferred Stock.
9. With respect to any Common Stock Warrants and/or Additional Common Stock
Warrants (collectively, the "Offered Common Stock Warrants"), when (i) if the
Offered Common Stock Warrants are to be sold pursuant to a firm commitment
underwritten offering, the Common Stock Underwriting Agreement with respect to
the Offered Common Stock Warrants has been duly authorized, executed and
delivered by the Company and the other parties thereto; (ii) if the Offered
Common Stock Warrants are to be sold on an agency basis, the distribution
agreement with respect to the Offered Common Stock Warrants (the "Common Stock
Warrant Distribution Agreement") has been duly authorized, executed and
delivered by the Company and the other parties thereto; (iii) the Company Board,
including any appropriate committee appointed thereby, and appropriate officers
of the Company have taken all necessary corporate action to approve the issuance
and terms of the Offered Common Stock Warrants and related matters; (iv) the
terms of the Offered Common Stock Warrants and of their issuance and sale have
been duly established in conformity with the Common Stock Warrant Agreement so
as not to violate any applicable law, the Company's Articles of Incorporation or
Bylaws or result in a default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the Company;
(v) the Common Stock Warrant Agreement has been duly authorized, executed and
delivered by the Company to the Common Stock Warrant Agent; (vi) the Common
Stock Warrant Agreement has been duly authorized, executed and delivered by the
Common Stock Warrant Agent; and (vii) the Offered Common Stock Warrants have
been duly executed and authenticated in accordance with the provisions of the
Common Stock Warrant Agreement and duly delivered to the purchasers thereof upon
payment of the agreed-upon
<PAGE>
Toll Brothers, Inc.
Toll Corp.
Toll Finance Corp.
First Huntingdon Finance Corp.
February 25, 2000
Page 10
consideration therefor, the Offered Common Stock Warrants, when issued and sold
in accordance with the Common Stock Warrant Agreement and the related Common
Stock Underwriting Agreement or Common Stock Warrant Distribution Agreement, if
any, or any other duly authorized, executed and delivered applicable purchase
agreement, will be valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms, except to the
extent that enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or other similar laws now or
hereafter in effect relating to or affecting creditors' rights generally and (b)
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity), provided that the per share consideration
payable upon the exercise of the Offered Common Stock Warrants is not less than
the par value of the Common Stock.
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 Registration Statement. In giving
this consent, I 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
EXHIBIT 12
STATEMENT RE: COMPUTATION OF RATIOS
TOLL BROTHERS, INC. AND SUBSIDIARIES
RATIO OF EARNINGS TO FIXED CHARGES
(Amounts in thousands, except ratios)
<TABLE>
<CAPTION>
Year Ended October 31,
------------------------------------------------------------
1995 1996 1997 1998 1999
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Earnings:
Income before income taxes and extraordinary
loss and change in accounting ....................... $ 79,739 $ 85,793 $107,646 $134,293 $162,750
Homebuilding:
Interest expense: .................................... 22,473 24,646 29,746 36,052 40,378
Rent expense ......................................... 93 151 193 293 425
Amortization ......................................... 801 705 667 610 618
Collateralized mortgage financing:
Interest expense ..................................... 376 300 233 184 119
Amortization ......................................... 29 -- -- -- --
-------- -------- -------- -------- --------
$103,511 $111,595 $138,485 $171,432 $204,290
======== ======== ======== ======== ========
Fixed charges:
Homebuilding:
Interest incurred: ................................... $ 25,780 $ 27,695 $ 35,242 $ 38,331 $ 51,396
Rent expense ......................................... 93 151 193 293 425
Amortization ........................................... 801 705 667 610 618
Collateralized mortgage financing:
Interest incurred .................................... 376 300 233 184 119
Amortization ......................................... 29 -- -- -- --
-------- -------- -------- -------- --------
$ 27,079 $ 28,851 $ 36,335 $ 39,418 $ 52,558
======== ======== ======== ======== ========
Ratio, including collateralized mortgage financing(1)... 3.82 3.87 3.81 4.35 3.89
======== ======== ======== ======== ========
</TABLE>
- ----------
(1) For purposes of computing the ratio of earnings to fixed charges, earnings
consist of income before income taxes, extraordinary loss and change in
accounting plus interest expense and fixed charges except interest
incurred. Fixed charges consist of interest incurred (whether expensed or
capitalized), the portion of rent expense that is representative of the
interest factor, and amortization of debt discount and issuance costs.
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the incorporation by reference of our report dated December 13, 1999, with
respect to the consolidated financial statements and schedule of Toll Brothers,
Inc. included in the Annual Report (Form 10-K) of Toll Brothers, Inc. for the
year ended October 31, 1999, in Amendment No. 1 to the Registration Statement
(Form S-3 Nos. 333-91773, 333-91773-01, 333-91773-02 and 333-91773-03) and
related Prospectus of Toll Brothers, Inc., Toll Corp., First Huntingdon Finance
Corp., and Toll Finance Corp. for the registration of Debt Securities of Toll
Corp., First Huntingdon Finance Corp., and Toll Finance Corp. and Common Stock,
Preferred Stock, Warrants and Guarantees of Debt Securities of Toll Brothers,
Inc.
Ernst & Young LLP
Philadelphia, Pennsylvania
February 22, 2000
