UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Toll Brothers, Inc.
(Exact name of registrant as specified in its charter)
Delaware 23-2416878
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
3103 Philmont Avenue, Huntingdon Valley, Pennsylvania 19006-4298
(Address of Principal Executive Offices) (Zip Code)
Toll Brothers, Inc. Stock Incentive Plan (1998)
(Full Title of the Plan)
Joel H. Rassman
Executive Vice President
and Chief Financial Officer
Toll Brothers, Inc.
3103 Philmont Avenue
Huntingdon Valley, Pennsylvania 19006-4298
(Name and address of agent for service)
(215) 938-8000
(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
Philadelphia, PA 19103-2097
(215) 977-2576
CALCULATION OF REGISTRATION FEE
Title of each Amount to be Proposed Maximum Proposed Maximum Amount of
class Securities Registered(1) Offering Price Aggregate Offering Registration
of to be Per Share(2) Price(2) Fee(2)
Registered
Common Stock, 7,000,000 $45.51 $318,570,000 $40,362.82
par value $0.01
(including associated
preferred stock
purchase rights)
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
registration statement also covers such additional shares and associated
preferred stock purchase rights as may hereinafter be offered or issued to
prevent dilution resulting from stock splits, stock dividends, recapitalizations
or certain other capital adjustments.
(2) Calculated pursuant to Rule 457(c) and (h)(1) under the Securities Act of
1933, as amended, based upon the average of the high and low prices of the
registrant's Common Stock on March 17, 2004 as quoted on the New York Stock
Exchange.
INCORPORATION BY REFERENCE
Pursuant to General Instruction E of Form S-8 under the Securities Act
of 1933, as amended, the contents of the Registrant's registration statement on
Form S-8, filed with the Securities and Exchange Commission on June 25, 1998
(Commission File No. 333-57645) are incorporated herein by reference.
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-8 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
this 18th day of March, 2004.
TOLL BROTHERS, INC.
By: Robert I. Toll
Robert I. Toll,
Chairman of the Board of Directors
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert I. Toll, Zvi Barzilay, Kenneth J.
Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, the undersigned's
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement (including, without limitation, post-effective amendments
to this Registration Statement), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent 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 the undersigned might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his 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 and on the date indicated.
Signature Title Date
--------- ----- ----
Robert I. Toll Chairman of the Board, Chief Executive March 18, 2004
-------------------- Officer and Director (Principal Executive
Robert I. Toll Officer)
Bruce E. Toll Vice Chairman of the Board March 18, 2004
--------------------
Bruce E. Toll
Zvi Barzilay President, Chief Operating Officer and March 18, 2004
-------------------- Director
Zvi Barzilay
Robert S. Blank Director March 18, 2004
--------------------
Robert S. Blank
Edward G. Boehne Director March 18, 2004
--------------------
Edward G. Boehne
Richard J. Braemer Director March 18, 2004
--------------------
Richard J. Braemer
Roger S. Hillas Director March 18, 2004
--------------------
Roger S. Hillas
Carl B. Marbach Director March 18, 2004
--------------------
Carl B. Marbach
Stephen A. Novick Director March 18, 2004
--------------------
Stephen A. Novick
Joel H. Rassman Executive Vice President, Treasurer, March 18, 2004
-------------------- Chief Financial Officer and Director
Joel H. Rassman (Principal Financial Officer)
Paul E. Shapiro Director March 18, 2004
--------------------
Paul E. Shapiro
Joseph R. Sicree Chief Accounting Officer March 18, 2004
-------------------- (Principal Accounting Officer)
Joseph R. Sicree
TOLL BROTHERS, INC.
STOCK INCENTIVE PLAN 1998
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No.
-----------
4.1 Toll Brothers, Inc. Stock Incentive Plan (1998) (Incorporated by
reference to Exhibit 4 of the registrant's registration statement
on Form S-8 filed with the Securities and Exchange Commission on
June 25, 1998, File No. 333-57645).
4.2 Amendment to the Toll Brothers, Inc. Stock Incentive Plan (1998)
effective March 22, 2001. (Incorporated by reference to Exhibit
10.4 of the Registrant's Form 10-Q for the quarter ended July 31,
2001).
5* Opinion and Consent of Wolf, Block, Schorr and Solis-Cohen LLP.
23.1* Consent of Ernst & Young LLP, independent accountants.
23.2* Consent of Wolf, Block, Schorr and Solis-Cohen LLP (contained in
Exhibit 5).
24* Power of Attorney (included on signature page of this Registration
Statement).
* Filed electronically herewith