SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
TOLL BROTHERS, INC.
(Name of Issuer)
Common Stock $.01 par value
(Title of Class of Securities)
889478103
(CUSIP Number)
December 31, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 889478103
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).
MYRON M. KAPLAN
2. Check Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3. SEC Use Only
4. Citizenship or Place of Organization:
UNITED STATES
5. Sole Voting Power
Number of 5,001,184
Shares Bene- 6. Shared Voting Power
ficially by 275,000
Owned by 7. Sole Dispositive Power
Each Report- 5,001,184
ing Person 8. Shared Dispositive Power
With: 275,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,276,184
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9):
6.9%
12. Type of Reporting Person
IN
Item 1(a) Name of Issuer:
Toll Brothers, Inc. (the "Issuer").
Item 1(b) Address of the Issuer=s Principal Executive
Offices:
3103 Philmont Avenue
Huntingdon Valley, Pennsylvania 19006
Item 2(a) Name of Person Filing:
This statement is filed on behalf of Myron M.
Kaplan ("Mr. Kaplan").
Mr. Kaplan is a private investor.
Mr. Kaplan is a Member of Kaplan Nathan & Co., L.L.C. ("LLC"), a
limited liability company organized under the laws of the State of
Delaware. LLC is a private investment firm formed to invest in and
act as general partner of an investment partnership organized under
the laws of New York known as Kaplan Nathan & Co., L.P. ("Kaplan
Nathan"). Kaplan Nathan is a private investment firm engaged in the
purchase and sale of securities for investment for its own account.
As to Kaplan Nathan, Mr. Kaplan has shared power to dispose or to
direct the disposition of such Shares and to vote such Shares.
Item 2(b) Address of Principal Business Office or, if None,
Residence:
The address of the principal business office of Mr. Kaplan is P.O.
Box 385, Leonia, New Jersey 07605.
Item 2(c) Citizenship:
Mr. Kaplan is a United States citizen;
Item 2(d) Title of Class of Securities:
Common Stock $.01 par value (the "Shares")
Item 2(e) CUSIP Number: 889478103
Item 3. If this statement is filed pursuant to
Sections 240.13d-1(b) or 240.13d-2(b) or (c):
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) (b) Amount Beneficially Owned and Percent of Class:
Mr. Kaplan may be deemed the beneficial owner of 5,276,184 Shares which
constitutes approximately 6.9% of the total number of Shares outstanding.
This is based on the Issuer's Form 10-K for the fiscal year ended October
31, 2004 which reflected 76,597,000 Shares outstanding as of January 5,
2005. The total of 5,276,184 Shares consists of 5,001,184 Shares owned
by Mr. Kaplan and 275,000 Shares owned by Kaplan Nathan.
Item 4(c) Number of Shares as to which such person has:
(1) Sole power to vote or to direct the vote:
5,001,184
(2) Shared power to vote or to direct the vote:
275,000
(iii) Sole power to dispose or to direct the
disposition of:
5,001,184
(iv) Shared power to dispose or to direct the
disposition of:
275,000
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members
of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This item 9 is not applicable.
Item 10. Certification:
By signing below the undersigned certifies that, to the best of his
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the Issuer of the securities
and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DATED: February 8, 2005 as of December 31, 2004
MYRON M. KAPLAN
By /s/ ALAN M. STARK
Alan M. Stark
Attorney-in-Fact
Power of Attorney attached
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, MYRON M. KAPLAN, hereby make,
constitute and appoint ALAN M. STARK, as my agent and attorney-in-fact
for the purpose of executing in my name, (a) in my personal capacity or
(b) in my capacity as a Member of or in other capacities with Kaplan
Nathan & Co., L.L.C., all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or
delivered to any foreign or domestic governmental or regulatory body
or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any
other documents relating to ancillary thereto, including but not limited
to, all documents relating to filings with the United States Securities
and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933
or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating
to the beneficial ownership of securities required to be filed with the
SEC pursuant to Section 13(d) or Section 16(a) of the Act including,
without limitation: (A) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements
of changes in, beneficial ownership of securities on Form 3, Form 4 or
Form 5 and (2) any information statements on Form 13F required to be filed
with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are
hereby ratified and confirmed.
This Power of Attorney shall be valid from the date hereof until revoked
by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 7th day of
January, 2000.
/s/ Myron M. Kaplan
MYRON M. KAPLAN