-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NelaUQqTgn7GXVurIIZ4Vr6itb4MyA86fpmg7Sc6adC8H8RH6hkYA7+fCBT3UYJT 4qQPDHUMVhIkv+mdq7hxBA== 0000950115-97-001434.txt : 19970918 0000950115-97-001434.hdr.sgml : 19970918 ACCESSION NUMBER: 0000950115-97-001434 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 033-51775 FILED AS OF DATE: 19970916 EFFECTIVENESS DATE: 19970916 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOLL BROTHERS INC CENTRAL INDEX KEY: 0000794170 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 232416878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-35775 FILM NUMBER: 97681454 BUSINESS ADDRESS: STREET 1: 3103 PHILMONT AVE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 BUSINESS PHONE: 2159388000 MAIL ADDRESS: STREET 1: 3103 PHILMONT AVENUE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 S-3MEF 1 FORM S-3 FILED PURSUANT TO RULE 462(B) As filed with the Securities and Exchange Commission, via EDGAR, on September 16, 1997. Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- TOLL CORP. TOLL BROTHERS, INC. (Exact name of each registrant as specified in its charter) 22-2485860 - Toll Corp. Delaware 22-2416878 - Toll Brothers, Inc. -------- -------------------------------- (State or other (I.R.S. Employer Identification jurisdiction of Number) incorporation of each registrant) 3103 Philmont Avenue Huntingdon Valley, Pennsylvania 19006 (215) 938-8000 (Address, including zip code, and telephone number, including area code, of registrants' principal executive offices) Robert I. Toll Chairman of the Board and Chief Executive Officer Toll Brothers, Inc. 3103 Philmont Avenue Huntingdon Valley, Pennsylvania 19006 (215) 938-8000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------- Copies to: Mark K. Kessler, Esquire Wolf, Block, Schorr and Solis-Cohen LLP Twelfth Floor Packard Building 111 South 15th Street Philadelphia, Pennsylvania 19102 (215) 977-2000 ---------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] File Nos. 33-51775 and 33-51775-01 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE ============================================================================================================= Proposed maximum Proposed maximum Title of each class of Amount to be offering price aggregate offering Amount of securities to be registered registered (1) per unit (2) price (3) registration fee - ------------------------------------------------------------------------------------------------------------- Debt Securities (4)............... Guaranteess (5)................... $18,500,000 100% $18,500,000 $5,606.06 =============================================================================================================
(1) In United States Dollars or the equivalent thereof in one or more foreign currencies or units of two or more foreign currencies or composite currencies, including the European Currency Unit. (2) The proposed maximum offering price per unit will be determined from time to time by the registrants. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. The aggregate initial offering price of the securities issued from time to time pursuant to this Registration Statement will not exceed $18,500,000. (4) Subject to Footnote (3), there is being registered hereunder an indeterminate principal amount of Debt Securities as may be sold, from time to time, by Toll Corp. If any such Debt Securities are issued at an original issue discount, then the amount to be registered shall be in such greater principal amount as shall result in an aggregate initial offering price of up to $18,500,000. (5) Each of the Debt Securities issued by Toll Corp. will be accompanied by a Guarantee to be issued by Toll Brothers, Inc. None of the proceeds will be received by Toll Brothers, Inc. for the Guarantees. EXPLANATION AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"). The information in the Registration Statement on Form S-3 (File Nos. 33-51775 and 33-51775-01) filed by Toll Corp. and Toll Brothers, Inc. (collectively the "Registrants") on December 30, 1993 with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act is incorporated by reference into this Registration Statement. CERTIFICATION In accordance with Rule 111(b) under the Securities Act, the undersigned Registrants certify as follows: (i) the Registrants or their agent have instructed the Registrants' bank or a wire transfer service to transmit to the Commission the applicable filing fee by a wire transfer of such amount from the account of the Registrants or their agent(s) to the Commission's account at Mellon Bank as soon as practicable but no later than the close of the next business day following the filing of this Registration Statement pursuant to Rule 462(b); (ii) the Registrants or their agent(s) will not revoke such instructions; and (iii) the Registrants or their agent(s) have sufficient funds in such account(s) to cover the amount of such filing fee. The Registrants further undertake that, if such instructions have been sent after the close of business of such bank or wire transfer service, they will confirm receipt of such instructions by such bank or wire transfer service during regular business hours on the following business day. -2- SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on September 16, 1997. TOLL CORP. By: /s/ Robert I. Toll ------------------------------------ Robert I. Toll, Chairman of the Board of Directors KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Bruce E. Toll, Richard J. Braemer, Joel H. Rassman and Joseph R. Sicree his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on September 16, 1997. Signature Title - --------- ----- /s/ Robert I. Toll Chairman of the Board, Chief - ---------------------------- Executive Officer and Director Robert I. Toll (Principal Executive Officer) - ---------------------------- President, Chief Operating Officer, Bruce E. Toll Secretary and Director /s/ Joel H. Rassman Senior Vice President, Treasurer, Chief - ---------------------------- Financial Officer Joel H. Rassman (Principal Financial Officer) /s/ Joseph R. Sicree Chief Accounting Officer - ---------------------------- (Principal Accounting Officer) Joseph R. Sicree II-1 SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania, on September 16, 1997. TOLL BROTHERS, INC. By: /s/ Robert I. Toll -------------------------------- Robert I. Toll, Chairman of the Board of Directors KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Toll, Bruce E. Toll, Richard J. Braemer, Joel H. Rassman and Joseph R. Sicree his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents or any of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on September 16, 1997. Signature Title - --------- ----- /s/ Robert I. Toll Chairman of the Board, Chief - ---------------------------- Executive Officer and Director Robert I. Toll (Principal Executive Officer) President, Chief Operating Officer, - ---------------------------- Secretary and Director Bruce E. Toll Executive Vice President, Director - ---------------------------- Zvi Barzilay II-2 /s/ Robert S. Blank Director - ---------------------------- Robert S. Blank /s/ Richard J. Braemer Director - ---------------------------- Richard J. Braemer Director - ---------------------------- Roger S. Hillas /s/ Carl B. Marbach Director - ---------------------------- Carl B. Marbach /s/ Joel H. Rassman Senior Vice President, Treasurer, Chief - ---------------------------- Financial Officer, Director Joel H. Rassman (Principal Financial Officer) Director - ---------------------------- Paul Shapiro /s/ Joseph R. Sicree Chief Accounting Officer - ---------------------------- (Principal Accounting Officer) Joseph R. Sicree II-3 EXHIBIT INDEX Item Description - ---- ----------- 5 Opinion and Consent of Wolf, Block, Schorr and Solis-Cohen LLP. 23.1 Consent of Ernst & Young LLP. 23.3 Consent of Wolf, Block, Schorr and Solis-Cohen LLP. (Contained in Exhibit 5.) 24 Powers of Attorney (see pages II-1 and II-2). II-4 EX-23.1 2 CONSENT OF INDEPENDENT AUDITORS Exhibit 23.1 Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" in the Registration Statement Form S-3 (Nos. 33-51775 and 33-51775-01), which is incorporated by reference in this Registration Statement and related Prospectus of Toll Corp. and Toll Brothers, Inc., and to the incorporation by reference therein and herein of our report dated December 10, 1996, with respect to the consolidated financial statements and schedule of Toll Brothers, Inc. included in its Annual Report (Form 10-K) for the year ended October 31, 1996, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Philadelphia, Pennsylvania September 16, 1997 EX-5 3 OPINION OF COUNSEL Exhibit 5 LAW OFFICES WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP TWELFTH FLOOR PACKARD BUILDING 111 SOUTH 15TH STREET PHILADELPHIA, PA 19102-2678 (215) 977-2000 FACSIMILE: (215) 977-2334 (215) 977-2000 September 16, 1997 Toll Brothers, Inc. Toll Corp. 3103 Philmont Avenue Huntingdon Valley, Pennsylvania 19006 Re: Registration Statement on Form S-3 Gentlemen: As counsel for Toll Brothers, Inc. (the "Company") and Toll Corp. ("Toll"), we have assisted in the preparation of a Registration Statement on Form S-3 (the "Registration Statement") for filing with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the proposed offering from time to time of up to $18,500,000 aggregate principal amount of (i) debt securities of Toll ("Debt Securities") consisting of debentures, notes and/or other unsecured evidences of indebtedness in one or more series, guaranteed by the Company, such Debt Securities to be issued from time to time by Toll, pursuant to an Indenture among Toll, the Company and one or more trustees (the "Indenture") and (ii) the Company's unconditional and irrevocable guarantees (the "Guarantees") of Debt Securities. The Debt Securities and the Guarantees are collectively referred to herein as the "Securities." This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act. In connection with the opinions expressed herein, we have examined, among other things, the originals or copies, certified or otherwise identified to our satisfaction, of the Articles of Incorporation and Bylaws of the Company and Toll, each as amended; resolutions of the respective Boards of Directors of the Company and Toll with respect to the filing of the Registration Statement (respectively, the "Company's Board Resolutions" and "Toll's Board Toll Brothers, Inc. Toll Corp. September 16, 1997 Page 2 Resolutions"); the registration statement on Form S-3 (Commission File Nos. 33-51775 and 33- 51775-01) declared effective by the Securities and Exchange Commission on January 6, 1994 (the "Prior Registration Statement"); the Registration Statement; the form of Indenture filed as an exhibit to the Prior Registration Statement; and such other documents as we have deemed necessary or appropriate for the purpose of rendering this opinion. In our examination, we have assumed without independent verification (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such documents and (v) the power and authority of all persons other than the Company and Toll signing such documents to execute, deliver and perform such documents, and the valid authorization, execution and delivery of such documents by such other persons. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers or other representatives of the Company, Toll and others. We are admitted to practice in the Commonwealth of Pennsylvania and we do not express any opinion as to the laws of any other jurisdiction other than the federal laws of the United States of America to the extent referred to specifically herein. The Securities may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including applicable rules and regulations, in effect on the date hereof. We assume no obligation to update such opinion. Based upon and subject to the foregoing, and such examinations of law and such other matters as we have deemed relevant under the circumstances, it is our opinion that: 1. When and if the definitive terms of any Debt Securities and of their issue and sale have been duly established in accordance with Toll's Board Resolutions and the provisions of the duly executed and delivered Indenture relating thereto so as not to violate any applicable law or agreement or instrument then binding on Toll, such Debt Securities have been duly executed by Toll and authenticated by the applicable Trustee under the Indenture (or authenticating agent) for the series and have been issued and delivered in the manner contemplated by the Indenture, the Registration Statement, the Prior Registration Statement and the prospectus contained therein and the applicable supplement to the prospectus, such Debt Securities will be duly authorized, legal and valid binding obligations of Toll, enforceable in accordance with their terms and entitled to the benefits provided in the Indenture, subject to applicable bankruptcy, insolvency, reorganization, Toll Brothers, Inc. Toll Corp. September 16, 1997 Page 3 moratorium and other laws affecting the rights of creditors generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2. When and if the definitive terms of any Guarantees and of their issue and sale have been duly established in accordance with the Company's Board Resolutions and the provisions of the duly executed and delivered Indenture relating thereto so as not to violate any applicable law or agreement or instrument then binding on the Company, such Guarantees have been duly endorsed by the Company on the Debt Securities and have been issued and delivered in the manner contemplated by the Indenture, the Registration Statement, the Prior Registration Statement and the prospectus contained therein and the applicable supplement to the prospectus, such Guarantees will be duly authorized, legal and valid binding obligations of the Company, enforceable in accordance with their terms and entitled to the benefits provided in the Indenture, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). We note that, as of the date hereof, a judgment for money in an action based on a Security denominated in a foreign currency, currency unit or composite currency in a federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion of the foreign currency, currency unit or composite currency in which a particular Security is denominated into United States dollars will depend upon various factors, including which court renders the judgment. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Prior Registration Statement and to the incorporation by reference of the information in the Prior Registration Statement into the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP -----END PRIVACY-ENHANCED MESSAGE-----