UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): March 17, 2005
Toll Brothers, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-09186 23-2416878
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
250 Gibraltar Road, Horsham, PA 19044
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 938-8000
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 17, 2005, at the 2005 Annual Meeting of Stockholders of Toll Brothers,
Inc., the stockholders approved amendments to the Toll Brothers, Inc. Cash Bonus
Plan (the "Cash Bonus Plan") and the Toll Brothers, Inc. Executive Cash Bonus
Plan (the "Executive Cash Bonus Plan"). The sole participant in the Cash Bonus
Plan is Robert I. Toll, the Chairman of the Board and Chief Executive Officer of
Toll Brothers, Inc. (the "Company"). The participants in the Executive Cash
Bonus Plan are Zvi Barzilay, the Company's President and Chief Operating
Officer, and Joel H. Rassman, the Company's Executive Vice President, Chief
Financial Officer and Treasurer. The Cash Bonus Plan and the Executive Cash
Bonus Plan are both intended to meet the requirements of Section 162(m) of the
Internal Revenue Code of 1986, as amended, so that amounts payable under each of
the plans will be "performance-based" compensation, and therefore will be exempt
from the limitations on deductibility under Section 162(m). The foregoing
description is qualified in its entirety by reference to the provisions of the
two plans as amended and approved by stockholders, copies of which are included
as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and incorporated
herein by this reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed as part of this Current Report on Form 8-K:
EXHIBIT
NO. DESCRIPTION
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10.1 Toll Brothers, Inc. Cash Bonus Plan as amended and approved
by stockholders on March 17, 2005.
10.2 Toll Brothers, Inc. Executive Cash Bonus Plan as amended and
approved by stockholders on March 17, 2005.
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: April 4, 2005 By: Joseph R. Sicree
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Joseph R. Sicree
Vice President,
Chief Accounting Officer
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EXHIBIT INDEX
The following exhibit is filed as part of this Current Report on Form 8-K:
EXHIBIT
NO. DESCRIPTION
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10.1 * Toll Brothers, Inc. Cash Bonus Plan as amended and approved by
stockholders on March 17, 2005.
10.2 * Toll Brothers, Inc. Executive Cash Bonus Plan as amended and approved
by stockholders on March 17, 2005.
* Filed electronically herewith.
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