-----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, MjTwYjUv+HU5tpzS5b1KXe93Dvc6F/EvHH+mjJ0BqBoo7PvQxiUFwG09qVtMe5xY 9O7WQjnqcCN2w7aVG5HHRg== 0000950116-03-003602.txt : 20030815 0000950116-03-003602.hdr.sgml : 20030815 20030815172052 ACCESSION NUMBER: 0000950116-03-003602 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030813 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030815 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09186 FILM NUMBER: 03851382 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 8-K 1 teight-k.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 13, 2003 ---------------- Toll Brothers, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 001-09186 23-2416878 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 3103 Philmont Avenue, Huntingdon Valley, PA 19006 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (215) 938-8000 ---------------- Item 5. Other Events. The Registrant is filing this Current Report on Form 8-K solely for the purpose of filing the Exhibits listed in Item 7(c) below. Item 7(c). Exhibits. The following Exhibits are filed as part of this Current Report on Form 8-K:
Exhibit No. Item - ------- ---- 1 Terms Agreement, dated as of August 13, 2003, between Toll Brothers, Inc., as Issuer and Citigroup Global Markets Inc. as Underwriter. 5 Opinion and Consent of Wolf, Block, Schorr and Solis-Cohen LLP. 23 Consent of Ernst & Young LLP.
-2- Signatures --------------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TOLL BROTHERS, INC. Dated: August 15, 2003 By: Joseph R. Sicree ------------------------ Joseph R. Sicree Vice President -3- Exhibit Index -------------- The following exhibits are filed as part of this Current Report on Form 8-K:
Exhibit No. Item - ------- ---- 1 Terms Agreement, dated as of August 13, 2003, between Toll Brothers, Inc., as Issuer and Citigroup Global Markets Inc. as Underwriter. 5 Opinion and Consent of Wolf, Block, Schorr and Solis-Cohen LLP. 23 Consent of Ernst & Young LLP.
-4- EX-1 3 ex-1.txt EXHIBIT 1 TERMS AGREEMENT August 13, 2003 TOLL BROTHERS, INC. 3103 Philmont Avenue Huntingdon Valley, PA 19006-4298 Dear Sirs: We understand that Toll Brothers, Inc., a Delaware corporation (the "Issuer"), proposes to issue and sell 3,000,000 shares of its common stock (the "Underwritten Securities"). Subject to the terms and conditions set forth herein or incorporated by reference herein, Citigroup Global Markets Inc. (the "Underwriter") offers to purchase all of the Underwritten Securities. The Closing Date shall be August 18, 2003, at 10:00 a.m., at the offices of Cahill Gordon & Reindel LLP, 80 Pine Street, New York, New York. All of the provisions contained in the Underwriting Agreement Basic Provisions of the Issuer (the "Basic Provisions"), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein. Terms defined in the Basic Provisions are used herein as therein defined. The Offered Securities shall have the following terms: Title: common stock, par value $0.01 per share ("Common Stock"). Number of Shares: 3,000,000. Over allotment Option: The Issuer hereby grants an option to the Underwriter to purchase up to 300,000 additional shares of Common Stock at the same terms as the Underwritten Securities (the "Option Securities"). This option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriter. The option may be exercised in whole or in part at any time on or before the 30th day after the date of the Prospectus Supplement prepared in connection with the issuance of the Underwritten Securities upon written or telegraphic notice by the Underwriter to the Issuer setting forth the number of such shares as to which the Underwriter is exercising the option and the settlement date. If settlement for the Option Securities occurs after the Closing Date, the Issuer will deliver to the Underwriter on the settlement date for the Option Securities, and the obligation of the Underwriter to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 8 of the Basic Provisions. Purchase Price: $28.80 per share. Public Offering: $28.95 per share, subject to change by the Underwriter. Listing: New York Stock Exchange. Additional Representations and Warranties: There is and has been no failure on the part of the Issuer and any of the Issuer's directors or officers, in their capacities as such, to comply with any provision of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications. Additional Covenants: The Issuer will not, without the prior written consent of the Underwriter, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Issuer or any affiliate of the Issuer or any person in privity with the Issuer or any affiliate of the Issuer) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of this Agreement, provided, however, that the Issuer may (i) issue and sell Common Stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Issuer in effect at the date hereof, (ii) issue Common Stock issuable upon the conversion of securities or the exercise of options or warrants outstanding at the date hereof and (iii) issue Common Stock with an aggregate market value not to exceed $200,000,000 in connection with and as consideration for the acquisition or other purchase by the Issuer of property or assets. -2- Additional Closing Conditions: (a) The certificate required by the provisions of Section 8(f)(i) of the Basic Provisions shall provide that the representations and warranties in this Agreement and the Basic Provisions are true and correct as if made on the Closing Date and the Issue has complied with all agreements and satisfied all conditions under this Agreement and the Basic Provisions on its part to be performed or satisfied at or prior to the Closing Date. (b) All opinions required to be delivered in connection with the closing shall be in form and substance that is consistent with the forms of opinions set for in the Underwriter's form underwriting agreement and shall be reasonably satisfactory to the Underwriter and its counsel. (c) Subsequent to the date hereof (and on or prior to the Closing Date, or the date of settlement of any purchase of Optional Securities, as applicable), there shall not have been any decrease in the rating of any of the Issuer's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (d) The Underwritten Securities and the Option Securities, as applicable, shall have been listed and admitted and authorized for trading on the New York Stock Exchange, and satisfactory evidence of such actions shall have been provided to the Underwriter. (e) Each of Robert I. Toll and Bruce E. Toll shall have executed and delivered a lock-up letter substantially in the form of Exhibit A hereto and such letter shall be in full force and effect. Additional Terms: The Issuer agrees that the Chief Financial Officer of the Issuer will participate, as mutually agreed, in conference calls for not more than one day in order to facilitate the distribution of the Underwritten Securities upon reasonable request of the Underwriter. Address of the Underwriter: Citigroup Global Markets Inc 388 Greenwich Street New York, New York 10013 Attention: Richard Moriarty -3- Please accept this offer no later than 5:00 p.m. on August 13, 2003, by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, CITIGROUP GLOBAL MARKETS INC By: Michael S. Weiss --------------------------- Name: Michael S. Weiss Title: Vice President Accepted TOLL BROTHERS, INC. By: Joel H. Rassman --------------------------------- Name: Joel H. Rassman Title: Chief Financial Officer [Form of Lock-Up Agreement] EXHIBIT A [Letterhead] August 13, 2003 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re. Toll Brothers, Inc. Offering of Common Stock Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Terms Agreement (the "Terms Agreement"), between Toll Brothers, Inc., a Delaware corporation (the "Issuer"), and you, relating to an underwritten public offering of Common Stock, $0.01 par value (the "Common Stock"), of the Issuer. In order to induce you to enter into the Terms Agreement, the undersigned will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Issuer or any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Terms Agreement, other than shares of Common Stock disposed of as bona fide gifts approved by Citigroup Global Markets Inc. If for any reason the Terms Agreement shall be terminated prior to the Closing Date (as defined in the Terms Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Name] ___________________________ EX-5 4 exh_5.txt EX-5 EXHIBIT 5 WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP 1650 Arch Street Philadelphia, PA 19103-2097 August 15, 2003 Toll Brothers, Inc. First Huntingdon Finance Corp. 3103 Philmont Avenue Huntingdon Valley, PA 19006 RE: Registration Statement on Form S-3 (Commission File Nos. 333-85030, 333-85030-01, 333-85030-02 and 333-85030-03) ---------------------------------------------- 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 assisted in the preparation of the above-referenced registration statement (together with all exhibits thereto and documents incorporated by reference therein, the "Registration Statement"), which was filed by the Company, Toll, TFC and FHFC (collectively, the "Registrants") with the Securities and Exchange Commission (the "Commission") and was declared effective by the Commission on July 17, 2002. 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 securities of the Registrants with an aggregate initial public offering price of up to $750,000,000 or the equivalent thereof in one or more foreign currencies or composite currencies, including shares of the Company's Common Stock, $.01 par value (the "Common Stock"). As counsel to the Company, we also have assisted in the preparation of a prospectus supplement, dated August 13, 2003, to the Registration Statement (the "Supplement") relating to the proposed offer and sale of up to 3,300,000 shares of Common Stock (the "Offered Common Stock"). The Offered Common Stock will be sold pursuant to a Terms Agreement between the Company and Citigroup Global Markets Inc. (the "Underwriter"). 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; (ii) the Supplement; (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 Board of Directors of the Company (the "Board"), the Shelf Terms Committee of the Board and certain Directors authorized by the Board to act in connection with this offering and sale of the Offered Common Stock. We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company 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 Company 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 and others. We are admitted to practice before the bar in the Commonwealth of Pennsylvania and in the States of Delaware 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. 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: The shares of Offered Common Stock have been duly authorized by the Company for issuance and, when issued and sold in accordance with the terms of the Terms Agreement, will be validly issued, fully paid and nonassessable. 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, 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 -2- EX-23 5 ex-23.txt EXHIBIT 23 Exhibit 23 Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" in the Prospectus Supplement to the Registration Statement (Form S-3, No. 333-85030) and related Prospectus of Toll Brothers, Inc. for the registration of 3,000,000 shares of its common stock and to the incorporation by reference therein of our report dated December 12, 2002, 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, 2002, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Philadelphia, Pennsylvania August 13, 2003 -----END PRIVACY-ENHANCED MESSAGE-----