sv3asr
As filed with the Securities and Exchange Commission on October 29, 2008
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Toll Brothers, Inc.*
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation or organization of registrant)
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23-2416878
(I.R.S. Employer Identification No.) |
250 Gibraltar Road
Horsham, PA 19044
(215) 938-8000
(Address, including zip code, and telephone number, including area code, of each registrants principal executive offices)
Joel H. Rassman
Executive Vice President and Chief Financial Officer
Toll Brothers, Inc.
250 Gibraltar Road
Horsham, PA 19044
(215) 938-8000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Darrick M. Mix, Esquire
WolfBlock LLP
1650 Arch Street, 22nd Floor
Philadelphia, PA 19103-2097
(215) 977-2006
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. o
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, as amended (the Securities Act),
other than securities offered only in connection with dividend or interest reinvestment plans,
check the following box. þ
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. o
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. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective
amendment thereto that shall become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following box. þ
If this Form is a post-effective amendment to a registration statement filed pursuant to General
Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
þ | Accelerated filer
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Non-accelerated filer
o (Do not check if a smaller reporting company) |
Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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Maximum |
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Maximum |
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Title of Each Class of |
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Amount to be |
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Offering Price |
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Aggregate |
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Amount of |
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Securities to be Registered |
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Registered |
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Per Unit |
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Offering Price |
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Registration Fee |
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Common Stock (1) |
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(2) |
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(2) |
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(2) |
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(2) |
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Preferred Stock |
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(2) |
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(2) |
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(2) |
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(2) |
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Warrants |
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(2) |
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(2) |
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(2) |
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(2) |
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Debt Securities |
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(2) |
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(2) |
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(2) |
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(2) |
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Guarantees |
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(2), (3) |
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(2), (3) |
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(2), (3) |
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(2), (3) |
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(1) |
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Each share of common stock registered hereunder includes associated Rights to Purchase
Series A Junior Participating Preferred Stock (Rights) of Toll Brothers, Inc. Until the
occurrence of certain prescribed events, the Rights are not exercisable, will be evidenced by the
certificate for the common stock and will be transferred along with and only with the common stock.
Upon the occurrence of such events, the Rights will separate from the common stock and separate
certificates representing the Rights will be distributed to the holders of the common stock. |
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(2) |
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Omitted pursuant to Form S-3 General Instruction II.E. An indeterminate aggregate initial
offering price or number of the securities of each identified class is being registered as may from
time to time be issued at indeterminate prices. Separate consideration may or may not be received
for securities that are issuable on exercise, conversion or exchange of other securities or that
are issued in units or represented by depositary shares. In accordance with Rules 456(b) and
457(r), the registrants are deferring payment of all of the registration fee. |
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(3) |
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Pursuant to Rule 457(n), no separate registration fee is payable with regard to the guarantees. |
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The co-registrants listed on the next page are also included in this Form S-3 Registration
Statement as additional registrants. |
The
following direct and indirect subsidiaries of Toll Brothers, Inc. may
issue the debt securities and/or guarantee the debt
securities and are co-registrants under this registration statement. The address, including zip
code, and telephone number, including area code, for each of the co-registrants is 250 Gibraltar
Road, Horsham, Pennsylvania 19044, 215 938-8000.
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State or Other |
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Jurisdiction of |
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I.R.S. Employer |
Exact Name of Registrant |
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Incorporation or |
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Identification |
as Specified in its Charter |
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Organization |
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Number |
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110-112 Third Ave. Realty Corp.
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New York
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13-1940046 |
Amwell Chase, Inc.
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Delaware
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23-2551304 |
Bunker Hill Estates, Inc.
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Delaware
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23-2535037 |
Chesterbrooke, Inc.
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Delaware
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23-2485513 |
Connecticut Land Corp.
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Delaware
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23-2533514 |
Daylesford Development Corp.
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Delaware
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23-2511943 |
ESE Consultants, Inc.
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Delaware
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23-2432981 |
Fairway Valley, Inc.
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Delaware
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23-2432976 |
First Brandywine Finance Corp.
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Delaware
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23-2737486 |
First Brandywine Investment Corp. II
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Delaware
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23-2731790 |
First Brandywine Investment Corp. III
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Delaware
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23-2820213 |
First Brandywine Investment Corp. IV
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Delaware
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61-1443340 |
First Huntingdon Finance Corp.
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Delaware
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23-2485787 |
Franklin Farms G.P., Inc.
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Delaware
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23-2486303 |
HQZ Acquisitions, Inc.
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Michigan
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38-3149633 |
MA Limited Land Corporation
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Delaware
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23-2523560 |
Maple Point, Inc.
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Delaware
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23-2551803 |
Maryland Limited Land Corporation
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Delaware
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23-2499816 |
Polekoff Farm, Inc.
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Pennsylvania
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23-2417142 |
SH Homes Corporation
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Michigan
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38-3392296 |
SI Investment Corporation
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Michigan
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38-3298884 |
Springfield Chase, Inc.
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Delaware
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23-2538985 |
Stewarts Crossing, Inc.
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Delaware
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23-2547222 |
TB Proprietary Corp.
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Delaware
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23-2485790 |
TB Proprietary LP, Inc.
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Delaware
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23-3066217 |
Tenby Hunt, Inc.
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Delaware
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23-2682947 |
The Silverman Building Companies, Inc.
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Michigan
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38-3075345 |
Toll Architecture I, P.A.
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Delaware
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20-4889260 |
Toll Architecture, Inc.
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Delaware
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20-3532291 |
Toll AZ GP Corp.
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Delaware
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23-2815680 |
Toll Bay Corp.
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Delaware
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57-1195220 |
Toll Bay Corp. II
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Delaware
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56-2489898 |
Toll Bros. of Arizona, Inc.
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Arizona
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23-2906398 |
Toll Bros. of North Carolina, Inc.
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North Carolina
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23-2777389 |
Toll Bros. of North Carolina II, Inc.
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North Carolina
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23-2990315 |
Toll Bros. of North Carolina III, Inc.
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North Carolina
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23-2993276 |
Toll Bros. of Tennessee, Inc.
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Delaware
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51-0385724 |
Toll Bros., Inc.
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Delaware
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23-2600117 |
Toll Bros., Inc.
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Pennsylvania
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23-2417123 |
Toll Bros., Inc.
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Texas
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23-2896374 |
Toll Brothers AZ Construction Company
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Arizona
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23-2832024 |
Toll Brothers Canada USA, Inc.
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Delaware
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20-4250532 |
Toll Brothers Finance Corp.
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Delaware
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23-3097271 |
Toll Brothers Real Estate, Inc.
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Pennsylvania
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23-2417116 |
Toll Buckeye Corp.
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Delaware
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56-2489916 |
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State or Other |
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Jurisdiction of |
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I.R.S. Employer |
Exact Name of Registrant |
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Incorporation or |
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Identification |
as Specified in its Charter |
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Organization |
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Toll Buckeye Corp. II
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Delaware
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56-2489918 |
Toll CA GP Corp.
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California
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23-2748091 |
Toll Centennial Corp.
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Delaware
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56-2489913 |
Toll CO GP Corp.
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Colorado
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23-2978190 |
Toll Copper Corp.
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Delaware
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56-2489926 |
Toll Copper Corp. II
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Delaware
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56-2489925 |
Toll Corp.
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Delaware
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23-2485860 |
Toll Development Company, Inc.
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Michigan
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38-3180742 |
Toll Diamond Corp.
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Delaware
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57-1195241 |
Toll Diamond Corp. II
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Delaware
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56-2489912 |
Toll Dominion Corp.
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Delaware
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57-1195222 |
Toll Dominion Corp. II
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Delaware
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56-2489897 |
Toll Empire Corp.
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Delaware
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57-1195218 |
Toll Empire Corp. II
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Delaware
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56-2489900 |
Toll Finance Corp.
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Delaware
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23-2978196 |
Toll FL GP Corp.
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Florida
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23-2796288 |
Toll GA GP Corp.
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Georgia
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20-5853882 |
Toll Garden Corp.
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Delaware
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55-0883946 |
Toll Garden Corp. II
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Delaware
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56-2489899 |
Toll Golden Corp.
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Delaware
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56-2489904 |
Toll Granite Corp.
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Delaware
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57-1195215 |
Toll Granite Corp. II
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Delaware
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56-2489902 |
Toll Great Lakes Corp.
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Delaware
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56-2489914 |
Toll Great Lakes Corp. II
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Delaware
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56-2489920 |
Toll Holdings, Inc.
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Delaware
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23-2569047 |
Toll IL GP Corp.
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Illinois
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23-2967049 |
Toll Keystone Corp.
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Delaware
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57-1195238 |
Toll Keystone Corp. II
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Delaware
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56-2489895 |
Toll Land Corp. No. 6
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Pennsylvania
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23-2417134 |
Toll Land Corp. No. 10
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Delaware
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23-2551776 |
Toll Land Corp. No. 20
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Delaware
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23-2551793 |
Toll Land Corp. No. 43
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Delaware
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23-2737488 |
Toll Land Corp. No. 45
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Delaware
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23-2737050 |
Toll Land Corp. No. 46
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Delaware
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23-2737483 |
Toll Land Corp. No. 47
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Delaware
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23-2737359 |
Toll Land Corp. No. 48
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Delaware
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23-2860557 |
Toll Land Corp. No. 49
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Delaware
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23-2860562 |
Toll Land Corp. No. 50
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Delaware
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23-2860513 |
Toll Land Corp. No. 51
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Delaware
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23-2959185 |
Toll Land Corp. No. 52
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Delaware
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23-2966099 |
Toll Land Corp. No. 53
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Delaware
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23-2978200 |
Toll Land Corp. No. 55
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Delaware
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23-2978124 |
Toll Land Corp. No. 56
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Delaware
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23-2978119 |
Toll Land Corp. No. 58
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Delaware
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23-3097273 |
Toll Land Corp. No. 59
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Delaware
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23-3097278 |
Toll Land Corp. No. 60
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Delaware
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23-3097277 |
Toll Lone Star Corp.
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Delaware
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56-2489928 |
Toll Lone Star Corp. II
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Delaware
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56-2489927 |
Toll LTC Successor Corp.
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Nevada
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20-5854053 |
Toll Management AZ Corp.
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Delaware
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51-0385727 |
Toll Management VA Corp.
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Delaware
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51-0385725 |
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State or Other |
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Jurisdiction of |
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I.R.S. Employer |
Exact Name of Registrant |
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Incorporation or |
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Identification |
as Specified in its Charter |
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Organization |
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Number |
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Toll Manhattan I, Inc.
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New York
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20-2255686 |
Toll MD Builder Corp.
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Maryland
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20-0355148 |
Toll MI GP Corp.
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Michigan
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23-2917543 |
Toll Mid-Atlantic LP Company, Inc.
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Delaware
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57-1195257 |
Toll Mid-Atlantic Note Company, Inc.
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Delaware
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57-1195252 |
Toll Midwest LP Company, Inc.
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Delaware
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56-2489924 |
Toll Midwest Note Company, Inc.
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Delaware
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56-2489923 |
Toll MN GP Corp.
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Minnesota
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20-0099962 |
Toll NC GP Corp.
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North Carolina
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23-2760759 |
Toll NH GP Corp.
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New Hampshire
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23-3048998 |
Toll NJ Builder Corp.
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New Jersey
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74-3083211 |
Toll NJX-I Corp.
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Delaware
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51-0413821 |
Toll NJX-II Corp.
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Delaware
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51-0413826 |
Toll NJX III Corp.
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Delaware
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74-3083754 |
Toll NJX IV Corp.
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Delaware
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74-3083774 |
Toll Northeast LP Company, Inc.
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Delaware
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57-1195250 |
Toll Northeast Note Company, Inc.
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Delaware
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57-1195240 |
Toll Northeast Services, Inc.
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Delaware
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20-3714378 |
Toll Nutmeg Corp.
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Delaware
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57-1195212 |
Toll Nutmeg Corp. II
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Delaware
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56-2489901 |
Toll NV GP Corp.
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Nevada
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23-2928710 |
Toll OH GP Corp.
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Ohio
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23-2878722 |
Toll Old Line Corp.
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Delaware
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57-1195233 |
Toll Old Line Corp. II
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Delaware
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56-2489896 |
Toll PA Builder Corp.
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Pennsylvania
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87-0693313 |
Toll PA GP Corp.
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Pennsylvania
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23-2687561 |
Toll PA II GP Corp.
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Pennsylvania
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03-0395069 |
Toll PA III GP Corp.
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Pennsylvania
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20-1934096 |
Toll Palmetto Corp.
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Delaware
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57-1195245 |
Toll Palmetto Corp. II
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Delaware
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56-2489911 |
Toll Peppertree, Inc.
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New York
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23-2709097 |
Toll Philmont Corporation
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Delaware
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23-2526635 |
Toll Plantation Corp.
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Delaware
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57-1195217 |
Toll Plantation Corp. II
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Delaware
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56-2489903 |
Toll Prairie Corp.
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Delaware
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56-2489915 |
Toll Realty Holdings Corp. I
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Delaware
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23-2954512 |
Toll Realty Holdings Corp. II
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Delaware
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23-2954511 |
Toll Realty Holdings Corp. III
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Delaware
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23-2954510 |
Toll RI GP Corp.
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Rhode Island
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23-3020194 |
Toll Sagebrush Corp.
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Delaware
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56-2489919 |
Toll SC GP Corp.
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South Carolina
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23-3094328 |
Toll Southeast LP Company, Inc.
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Delaware
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57-1195213 |
Toll Southeast Note Company, Inc.
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Delaware
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57-1195261 |
Toll Southwest LP Company, Inc.
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Delaware
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56-2489922 |
Toll Southwest Note Company, Inc.
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Delaware
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56-2489921 |
Toll Sunshine Corp.
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Delaware
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57-1195251 |
Toll Sunshine Corp. II
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Delaware
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56-2489909 |
Toll Tar Heel Corp.
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Delaware
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57-1195249 |
Toll Tar Heel Corp. II
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Delaware
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56-2489910 |
Toll TN GP Corp.
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Tennessee
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23-2886926 |
Toll TX GP Corp.
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Delaware
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23-2796291 |
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State or Other |
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Jurisdiction of |
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I.R.S. Employer |
Exact Name of Registrant |
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Incorporation or |
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Identification |
as Specified in its Charter |
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Organization |
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Number |
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Toll VA GP Corp.
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Delaware
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23-2551790 |
Toll VA Member Two, Inc.
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Delaware
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51-0385726 |
Toll WestCoast LP Company, Inc.
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Delaware
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56-2489917 |
Toll WestCoast Note Company, Inc.
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Delaware
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59-3790049 |
Toll Wood Corporation
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Delaware
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23-2533529 |
Toll WV GP Corp.
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West Virginia
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20-3337780 |
Toll YL, Inc.
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California
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23-2898272 |
Valley Forge Conservation Holding GP Corp.
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Pennsylvania
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73-1636768 |
Warren Chase, Inc.
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Delaware
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23-2518740 |
Windsor Development Corp.
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Pennsylvania
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23-2432983 |
51 N. 8th Street L.P.
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New York
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23-2796304 |
Afton Chase, L.P.
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Pennsylvania
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23-2760770 |
Audubon Ridge, L.P.
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Pennsylvania
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23-2668976 |
Beaumont Chase, L.P.
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Pennsylvania
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23-2910269 |
Belmont Land, L.P.
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Virginia
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23-2810333 |
Bernards Chase, L.P.
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New Jersey
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23-2796287 |
Binks Estates Limited Partnership
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Florida
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23-2796300 |
Blue Bell Country Club, L.P.
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Pennsylvania
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23-2668975 |
Branchburg Ridge, L.P.
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New Jersey
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23-2918996 |
Brass Castle Estates, L.P.
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New Jersey
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23-2921715 |
Bridle Estates, L.P.
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Pennsylvania
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23-2855510 |
Broad Run Associates, L.P.
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Pennsylvania
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23-2979479 |
Buckingham Woods, L.P.
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Pennsylvania
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23-2689274 |
Bucks County Country Club, L.P.
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Pennsylvania
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23-2878689 |
Calabasas View, L.P.
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California
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23-2785219 |
CC Estates Limited Partnership
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Massachusetts
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23-2748927 |
Charlestown Hills, L.P.
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New Jersey
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23-2855658 |
Chellis Hill Limited Partnership
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Massachusetts
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20-2489463 |
Cheltenham Estates Limited Partnership
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Michigan
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|
23-2968590 |
Chesterbrooke Limited Partnership
|
|
New Jersey
|
|
23-2485378 |
Cobblestones at Thornbury, L.P.
|
|
Pennsylvania
|
|
23-2774674 |
Cold Spring Hunt, L.P.
|
|
Pennsylvania
|
|
23-2702468 |
Concord Chase, L.P.
|
|
Pennsylvania
|
|
23-2897949 |
Cortlandt Chase, L.P.
|
|
New York
|
|
23-2928875 |
Dolington Estates, L.P.
|
|
Pennsylvania
|
|
23-2760781 |
Dominion Country Club, L.P.
|
|
Virginia
|
|
23-2984309 |
Eagle Farm Limited Partnership
|
|
Massachusetts
|
|
23-2760777 |
Estates at Coronado Pointe, L.P.
|
|
California
|
|
23-2796299 |
Estates at Princeton Junction, L.P.
|
|
New Jersey
|
|
23-2760779 |
Estates at Rivers Edge, L.P.
|
|
New Jersey
|
|
23-2748080 |
Estates at San Juan Capistrano, L.P.
|
|
California
|
|
23-2796301 |
Fair Lakes Chase, L.P.
|
|
Virginia
|
|
23-2955092 |
Fairfax Investment, L.P.
|
|
Virginia
|
|
23-2982190 |
Fairfax Station Hunt, L.P.
|
|
Virginia
|
|
23-2680894 |
Fairway Mews Limited Partnership
|
|
New Jersey
|
|
23-2621939 |
Farmwell Hunt, L.P.
|
|
Virginia
|
|
23-2822996 |
First Brandywine Partners, L.P.
|
|
Delaware
|
|
51-0385730 |
Franklin Oaks Limited Partnership
|
|
Massachusetts
|
|
23-2838925 |
Great Falls Hunt, L.P.
|
|
Virginia
|
|
23-2719371 |
Great Falls Woods, L.P.
|
|
Virginia
|
|
23-2963544 |
Greens at Waynesborough, L.P.
|
|
Pennsylvania
|
|
23-2740013 |
|
|
|
|
|
|
|
State or Other |
|
|
|
|
Jurisdiction of |
|
I.R.S. Employer |
Exact Name of Registrant |
|
Incorporation or |
|
Identification |
as Specified in its Charter |
|
Organization |
|
Number |
|
|
|
|
|
Greenwich Chase, L.P.
|
|
New Jersey
|
|
23-2709793 |
Greenwich Station, L.P.
|
|
New Jersey
|
|
23-2816336 |
Hoboken Land LP
|
|
New Jersey
|
|
20-1466751 |
Hockessin Chase, L.P.
|
|
Delaware
|
|
23-2944970 |
Holland Ridge, L.P.
|
|
New Jersey
|
|
23-2785227 |
Holliston Hunt Limited Partnership
|
|
Massachusetts
|
|
23-2922701 |
Hopewell Hunt, L.P.
|
|
New Jersey
|
|
23-2838289 |
Huckins Farm Limited Partnership
|
|
Massachusetts
|
|
23-2740411 |
Hunter Mill, L.P.
|
|
Virginia
|
|
23-2711430 |
Hunterdon Chase, L.P.
|
|
New Jersey
|
|
23-2774673 |
Hunterdon Ridge, L.P.
|
|
New Jersey
|
|
23-2944965 |
Huntington Estates Limited Partnership
|
|
Connecticut
|
|
23-2855662 |
Hurley Ridge Limited Partnership
|
|
Maryland
|
|
23-2954935 |
Kensington Woods Limited Partnership
|
|
Massachusetts
|
|
23-2701194 |
Laurel Creek, L.P.
|
|
New Jersey
|
|
23-2796297 |
Loudoun Valley Associates, L.P.
|
|
Virginia
|
|
23-3025878 |
Manalapan Hunt, L.P.
|
|
New Jersey
|
|
23-2806323 |
Mill Road Estates, L.P.
|
|
Pennsylvania
|
|
23-2954934 |
Montgomery Chase, L.P.
|
|
New Jersey
|
|
23-2745356 |
Moorestown Hunt, L.P.
|
|
New Jersey
|
|
23-2810335 |
Mount Kisco Chase, L.P.
|
|
New York
|
|
23-2796641 |
NC Country Club Estates Limited Partnership
|
|
North Carolina
|
|
23-2917299 |
Newtown Chase Limited Partnership
|
|
Connecticut
|
|
23-2818660 |
Northampton Crest, L.P.
|
|
Pennsylvania
|
|
23-2944980 |
Northampton Preserve, L.P.
|
|
Pennsylvania
|
|
23-2901212 |
Patriots, L.P.
|
|
New Jersey
|
|
23-2941041 |
Preston Village Limited Partnership
|
|
North Carolina
|
|
23-2806570 |
Princeton Hunt, L.P.
|
|
New Jersey
|
|
23-2747998 |
Providence Plantation Limited Partnership
|
|
North Carolina
|
|
23-2855661 |
Regency at Dominion Valley, L.P.
|
|
Virginia
|
|
45-0497498 |
River Crossing, L.P.
|
|
Pennsylvania
|
|
23-2855516 |
Rolling Greens, L.P.
|
|
New Jersey
|
|
23-2855583 |
Rose Hollow Crossing Associates
|
|
Pennsylvania
|
|
23-2253629 |
Seaside Estates Limited Partnership
|
|
Florida
|
|
23-2870057 |
Shrewsbury Hunt Limited Partnership
|
|
Massachusetts
|
|
23-2912930 |
Silverman-Toll Limited Partnership
|
|
Michigan
|
|
23-2986323 |
Somers Chase, L.P.
|
|
New York
|
|
23-2855511 |
Somerset Development Limited Partnership
|
|
North Carolina
|
|
23-2785223 |
Sorrento at Dublin Ranch I LP
|
|
California
|
|
20-3337641 |
Sorrento at Dublin Ranch II LP
|
|
California
|
|
20-3337654 |
Sorrento at Dublin Ranch III LP
|
|
California
|
|
20-3337665 |
South Riding, L.P.
|
|
Virginia
|
|
23-2994369 |
South Riding Amberlea LP
|
|
Virginia
|
|
20-0383954 |
South Riding Partners Amberlea LP
|
|
Virginia
|
|
20-0384024 |
South Riding Partners, L.P.
|
|
Virginia
|
|
23-2861890 |
Southport Landing Limited Partnership
|
|
Connecticut
|
|
23-2784609 |
Springton Pointe, L.P.
|
|
Pennsylvania
|
|
23-2810340 |
Stone Mill Estates, L.P.
|
|
Pennsylvania
|
|
23-3013974 |
Swedesford Chase, L.P.
|
|
Pennsylvania
|
|
23-2939504 |
TB Proprietary, L.P.
|
|
Delaware
|
|
23-3070158 |
TBI/Heron Bay Limited Partnership
|
|
Florida
|
|
23-2928874 |
|
|
|
|
|
|
|
State or Other |
|
|
|
|
Jurisdiction of |
|
I.R.S. Employer |
Exact Name of Registrant |
|
Incorporation or |
|
Identification |
as Specified in its Charter |
|
Organization |
|
Number |
|
|
|
|
|
TBI/Naples Limited Partnership
|
|
Florida
|
|
23-2883354 |
TBI/Palm Beach Limited Partnership
|
|
Florida
|
|
23-2891601 |
The Bird Estate Limited Partnership
|
|
Massachusetts
|
|
23-2883360 |
The Estates at Brooke Manor Limited Partnership
|
|
Maryland
|
|
23-2740412 |
The Estates at Summit Chase, L.P.
|
|
California
|
|
23-2748089 |
The Preserve at Annapolis Limited Partnership
|
|
Maryland
|
|
23-2838510 |
The Preserve at Boca Raton Limited Partnership
|
|
Florida
|
|
23-2810339 |
The Woods at Highland Lakes, L.P.
|
|
Ohio
|
|
23-2948699 |
The Woods at Long Valley, L.P.
|
|
New Jersey
|
|
23-2889640 |
Timber Ridge Investment Limited Partnership
|
|
Michigan
|
|
38-3413876 |
Toll at Brier Creek Limited Partnership
|
|
North Carolina
|
|
23-2954264 |
Toll at Daventry Park, L.P.
|
|
Ohio
|
|
23-2897947 |
Toll at Honey Creek Limited Partnership
|
|
Michigan
|
|
20-3675855 |
Toll at Payne Ranch, L.P.
|
|
California
|
|
23-2833118 |
Toll at Princeton Walk, L.P.
|
|
New Jersey
|
|
23-2879954 |
Toll at Westlake, L.P.
|
|
New Jersey
|
|
23-2963549 |
Toll at Whippoorwill, L.P.
|
|
New York
|
|
23-2888554 |
Toll Brooklyn L.P.
|
|
New York
|
|
20-1941153 |
Toll Bros. of Tennessee, L.P.
|
|
Tennessee
|
|
51-0386723 |
Toll Brothers AZ Limited Partnership
|
|
Arizona
|
|
23-2815685 |
Toll Brothers Maryland II Limited Partnership
|
|
Maryland
|
|
23-3027594 |
Toll CA, L.P.
|
|
California
|
|
23-2963547 |
Toll CA II, L.P.
|
|
California
|
|
23-2838417 |
Toll CA III, L.P.
|
|
California
|
|
23-3031827 |
Toll CA IV, L.P.
|
|
California
|
|
23-3029688 |
Toll CA V, L.P.
|
|
California
|
|
23-3091624 |
Toll CA VI, L.P.
|
|
California
|
|
23-3091657 |
Toll CA VII, L.P.
|
|
California
|
|
20-1972440 |
Toll CA VIII, L.P.
|
|
California
|
|
20-2328888 |
Toll CA IX, L.P.
|
|
California
|
|
20-3454571 |
Toll CA X, L.P.
|
|
California
|
|
20-3454613 |
Toll CA XI, L.P.
|
|
California
|
|
20-3532036 |
Toll CA XII, L.P.
|
|
California
|
|
20-3733386 |
Toll CA XIII, L.P.
|
|
California
|
|
20-4249551 |
Toll CA XV, L.P.
|
|
California
|
|
20-4889196 |
Toll CA XVI, L.P.
|
|
California
|
|
20-4889219 |
Toll CA XVII, L.P.
|
|
California
|
|
20-5469235 |
Toll CA XVIII, L.P.
|
|
California
|
|
20-5378099 |
Toll CA XIV, L.P.
|
|
California
|
|
20-4249528 |
Toll CA XIX, L.P.
|
|
California
|
|
20-5853968 |
Toll Cliffs Urban Renewal Company LP
|
|
New Jersey
|
|
20-0383861 |
Toll CO, L.P.
|
|
Colorado
|
|
23-2978294 |
Toll Costa, L.P.
|
|
California
|
|
81-0602065 |
Toll CT II Limited Partnership
|
|
Connecticut
|
|
23-3041974 |
Toll CT Limited Partnership
|
|
Connecticut
|
|
23-2963551 |
Toll CT Westport Limited Partnership
|
|
Connecticut
|
|
23-3048964 |
Toll DE LP
|
|
Delaware
|
|
20-0660934 |
Toll East Naples Limited Partnership
|
|
Florida
|
|
23-2929049 |
Toll Estero Limited Partnership
|
|
Florida
|
|
72-1539292 |
Toll FL Limited Partnership
|
|
Florida
|
|
23-3007073 |
Toll FL II Limited Partnership
|
|
Florida
|
|
73-1657686 |
|
|
|
|
|
|
|
State or Other |
|
|
|
|
Jurisdiction of |
|
I.R.S. Employer |
Exact Name of Registrant |
|
Incorporation or |
|
Identification |
as Specified in its Charter |
|
Organization |
|
Number |
|
|
|
|
|
Toll FL III Limited Partnership
|
|
Florida
|
|
20-0135814 |
Toll FL IV Limited Partnership
|
|
Florida
|
|
20-1158717 |
Toll FL V Limited Partnership
|
|
Florida
|
|
20-2862720 |
Toll FL VI Limited Partnership
|
|
Florida
|
|
20-3161585 |
Toll FL VII Limited Partnership
|
|
Florida
|
|
20-3482591 |
Toll FL VIII Limited Partnership
|
|
Florida
|
|
20-4232188 |
Toll Ft. Myers Limited Partnership
|
|
Florida
|
|
82-0559443 |
Toll GA LP
|
|
Georgia
|
|
20-5854013 |
Toll Grove LP
|
|
New Jersey
|
|
20-0215496 |
Toll Hudson LP
|
|
New Jersey
|
|
20-0465460 |
Toll IL HWCC, L.P.
|
|
Illinois
|
|
75-2985312 |
Toll IL, L.P.
|
|
Illinois
|
|
23-2963552 |
Toll IL II, L.P.
|
|
Illinois
|
|
23-3041962 |
Toll IL III, L.P.
|
|
Illinois
|
|
03-0382404 |
Toll IL IV, L.P.
|
|
Illinois
|
|
20-3733446 |
Toll IL WSB, L.P.
|
|
Illinois
|
|
20-1000885 |
Toll Jacksonville Limited Partnership
|
|
Florida
|
|
20-0204373 |
Toll Land IX Limited Partnership
|
|
Virginia
|
|
23-2939502 |
Toll Land Limited Partnership
|
|
Connecticut
|
|
23-2709099 |
Toll Land IV Limited Partnership
|
|
New Jersey
|
|
23-2737490 |
Toll Land V Limited Partnership
|
|
New York
|
|
23-2796637 |
Toll Land VI Limited Partnership
|
|
New York
|
|
23-2796640 |
Toll Land VII Limited Partnership
|
|
New York
|
|
23-2775308 |
Toll Land X Limited Partnership
|
|
Virginia
|
|
23-2774670 |
Toll Land XI Limited Partnership
|
|
New Jersey
|
|
23-2796302 |
Toll Land XIV Limited Partnership
|
|
New York
|
|
23-2796295 |
Toll Land XV Limited Partnership
|
|
Virginia
|
|
23-2810342 |
Toll Land XVI Limited Partnership
|
|
New Jersey
|
|
23-2810344 |
Toll Land XVII Limited Partnership
|
|
Connecticut
|
|
23-2815064 |
Toll Land XVIII Limited Partnership
|
|
Connecticut
|
|
23-2833240 |
Toll Land XIX Limited Partnership
|
|
California
|
|
23-2833171 |
Toll Land XX Limited Partnership
|
|
California
|
|
23-2838991 |
Toll Land XXI Limited Partnership
|
|
Virginia
|
|
23-2865738 |
Toll Land XXII Limited Partnership
|
|
California
|
|
23-2879949 |
Toll Land XXIII Limited Partnership
|
|
California
|
|
23-2879946 |
Toll Land XXV Limited Partnership
|
|
New Jersey
|
|
23-2867694 |
Toll Land XXVI Limited Partnership
|
|
Ohio
|
|
23-2880687 |
Toll Livingston at Naples Limited Partnership
|
|
Florida
|
|
71-0902794 |
Toll MA Land Limited Partnership
|
|
Massachusetts
|
|
20-4889176 |
Toll Marshall LP
|
|
New Jersey
|
|
20-0215536 |
Toll MD Builder I, L.P.
|
|
Maryland
|
|
20-0355209 |
Toll MD Limited Partnership
|
|
Maryland
|
|
23-2963546 |
Toll MD II Limited Partnership
|
|
Maryland
|
|
23-2978195 |
Toll MD III Limited Partnership
|
|
Maryland
|
|
23-3044366 |
Toll MD IV Limited Partnership
|
|
Maryland
|
|
71-0890813 |
Toll MD V Limited Partnership
|
|
Maryland
|
|
81-0610742 |
Toll MD VI Limited Partnership
|
|
Maryland
|
|
20-1756721 |
Toll MD VII Limited Partnership
|
|
Maryland
|
|
20-2101938 |
Toll MD VIII Limited Partnership
|
|
Maryland
|
|
20-3675884 |
Toll MD IX Limited Partnership
|
|
Maryland
|
|
20-3733408 |
Toll MD X Limited Partnership
|
|
Maryland
|
|
20-5469282 |
|
|
|
|
|
|
|
State or Other |
|
|
|
|
Jurisdiction of |
|
I.R.S. Employer |
Exact Name of Registrant |
|
Incorporation or |
|
Identification |
as Specified in its Charter |
|
Organization |
|
Number |
|
|
|
|
|
Toll MI Limited Partnership
|
|
Michigan
|
|
23-2999200 |
Toll MI II Limited Partnership
|
|
Michigan
|
|
23-3015611 |
Toll MI III Limited Partnership
|
|
Michigan
|
|
23-3097778 |
Toll MI IV Limited Partnership
|
|
Michigan
|
|
20-1501161 |
Toll MI V Limited Partnership
|
|
Michigan
|
|
20-2489523 |
Toll MN, L.P.
|
|
Minnesota
|
|
20-0099987 |
Toll MN II, L.P.
|
|
Minnesota
|
|
20-4804528 |
Toll Naval Associates
|
|
Pennsylvania
|
|
23-2454576 |
Toll NC II LP
|
|
North Carolina
|
|
20-5208447 |
Toll NC, L.P.
|
|
North Carolina
|
|
20-2087335 |
Toll NH Limited Partnership
|
|
New Hampshire
|
|
23-3048999 |
Toll NJ Builder I, L.P.
|
|
New Jersey
|
|
41-2089798 |
Toll NJ, L.P.
|
|
New Jersey
|
|
23-2963550 |
Toll NJ II, L.P.
|
|
New Jersey
|
|
23-2991953 |
Toll NJ III, L.P.
|
|
New Jersey
|
|
23-2993263 |
Toll NJ IV, L.P.
|
|
New Jersey
|
|
23-3038827 |
Toll NJ V, L.P.
|
|
New Jersey
|
|
23-3091620 |
Toll NJ VI, L.P.
|
|
New Jersey
|
|
23-3098583 |
Toll NJ VII, L.P.
|
|
New Jersey
|
|
20-2635402 |
Toll NJ VIII, L.P.
|
|
New Jersey
|
|
20-3337736 |
Toll NJ XI, L.P.
|
|
New Jersey
|
|
20-5088496 |
Toll Northville Golf Limited Partnership
|
|
Michigan
|
|
23-2918224 |
Toll Northville Limited Partnership
|
|
Michigan
|
|
23-2918130 |
Toll NV Limited Partnership
|
|
Nevada
|
|
23-3010602 |
Toll NY LP
|
|
New York
|
|
20-3887115 |
Toll Orlando Limited Partnership
|
|
Florida
|
|
20-2862679 |
Toll PA, L.P.
|
|
Pennsylvania
|
|
23-2879956 |
Toll PA II, L.P.
|
|
Pennsylvania
|
|
23-3063349 |
Toll PA III, L.P.
|
|
Pennsylvania
|
|
23-3097666 |
Toll PA IV, L.P.
|
|
Pennsylvania
|
|
23-3097672 |
Toll PA V, L.P.
|
|
Pennsylvania
|
|
03-0395087 |
Toll PA VI, L.P.
|
|
Pennsylvania
|
|
47-0858909 |
Toll PA VII, L.P.
|
|
Pennsylvania
|
|
68-0533037 |
Toll PA VIII, L.P.
|
|
Pennsylvania
|
|
20-0969010 |
Toll PA IX, L.P.
|
|
Pennsylvania
|
|
20-0969053 |
Toll PA X, L.P.
|
|
Pennsylvania
|
|
20-2172994 |
Toll PA XI, L.P.
|
|
Pennsylvania
|
|
20-3733420 |
Toll PA XII, L.P.
|
|
Pennsylvania
|
|
20-1934037 |
Toll PA XIII, L.P.
|
|
Pennsylvania
|
|
20-4889135 |
Toll Park LP
|
|
New Jersey
|
|
20-0383903 |
Toll Realty Holdings LP
|
|
Delaware
|
|
23-2954509 |
Toll Reston Associates, L.P.
|
|
Delaware
|
|
23-3016263 |
Toll RI, L.P.
|
|
Rhode Island
|
|
23-3020191 |
Toll RI II, L.P.
|
|
Rhode Island
|
|
27-0043852 |
Toll SC, L.P.
|
|
South Carolina
|
|
23-3094632 |
Toll SC II, L.P.
|
|
South Carolina
|
|
82-0574725 |
Toll SC III, L.P.
|
|
South Carolina
|
|
20-4249465 |
Toll Stonebrae LP
|
|
California
|
|
20-3192668 |
Toll VA, L.P.
|
|
Virginia
|
|
23-2952674 |
Toll VA II, L.P.
|
|
Virginia
|
|
23-3001131 |
Toll VA III, L.P.
|
|
Virginia
|
|
23-3001132 |
|
|
|
|
|
|
|
State or Other |
|
|
|
|
Jurisdiction of |
|
I.R.S. Employer |
Exact Name of Registrant |
|
Incorporation or |
|
Identification |
as Specified in its Charter |
|
Organization |
|
Number |
|
|
|
|
|
Toll VA IV, L.P.
|
|
Virginia
|
|
75-2972033 |
Toll VA V, L.P.
|
|
Virginia
|
|
47-0887401 |
Toll VA VI, L.P.
|
|
Virginia
|
|
20-1972394 |
Toll VA VII, L.P.
|
|
Virginia
|
|
20-3675918 |
Toll WV LP
|
|
West Virginia
|
|
20-4249451 |
Toll YL, L.P.
|
|
California
|
|
23-3016250 |
Toll YL II, L.P.
|
|
California
|
|
80-0014182 |
Toll-Dublin, L.P.
|
|
California
|
|
23-3070669 |
Trumbull Hunt Limited Partnership
|
|
Connecticut
|
|
23-2855529 |
Uwchlan Woods, L.P.
|
|
Pennsylvania
|
|
23-2838958 |
Valley Forge Conservation Holding, L.P.
|
|
Pennsylvania
|
|
42-1537902 |
Valley Forge Woods, L.P.
|
|
Pennsylvania
|
|
23-2699971 |
Valley View Estates Limited Partnership
|
|
Massachusetts
|
|
23-2760768 |
Village Partners, L.P.
|
|
Pennsylvania
|
|
81-0594073 |
Washington Greene Development, L.P.
|
|
New Jersey
|
|
23-2815640 |
Waterford Preserve LP
|
|
Virginia
|
|
20-2814766 |
West Amwell Limited Partnership
|
|
New Jersey
|
|
23-2570825 |
Whiteland Woods, L.P.
|
|
Pennsylvania
|
|
23-2833125 |
Willowdale Crossing, L.P.
|
|
Pennsylvania
|
|
23-2879951 |
Wilson Concord, L.P.
|
|
Tennessee
|
|
23-2887824 |
110-112 Third Ave. GC II LLC
|
|
New York
|
|
13-1940046** |
110-112 Third Ave. GC LLC
|
|
New York
|
|
13-1940046** |
1500 Garden St. LLC
|
|
New Jersey
|
|
20-1466751** |
2301 Fallston Road LLC
|
|
Maryland
|
|
23-2963546** |
5-01 5-17 48th Avenue GC II LLC
|
|
New York
|
|
23-2796295** |
5-01 5-17 48th Avenue GC LLC
|
|
New York
|
|
23-2796295** |
5-01 5-17 48th Avenue II LLC
|
|
New York
|
|
23-2796295** |
5-01 5-17 48th Avenue LLC
|
|
New York
|
|
23-2796295** |
51 N. 8th Street GC II LLC
|
|
New York
|
|
23-2796304** |
51 N. 8th Street GC LLC
|
|
New York
|
|
23-2796304** |
51 N. 8th Street I LLC
|
|
New York
|
|
23-2709097** |
60 Industrial Parkway Cheektowaga, LLC
|
|
New York
|
|
23-2796640** |
700 Grove Street Urban Renewal, LLC
|
|
New Jersey
|
|
20-0215496** |
Arbor Hills Development LLC
|
|
Michigan
|
|
20-1501161** |
Arthurs Woods, LLC
|
|
Maryland
|
|
23-2963546** |
Arundel Preserve #6, LLC
|
|
Maryland
|
|
20-2101938** |
Arundel Preserve #10a, LLC
|
|
Maryland
|
|
20-2101938** |
Belmont Country Club I LLC
|
|
Virginia
|
|
23-2810333** |
Belmont Country Club II LLC
|
|
Virginia
|
|
23-2810333** |
Big Branch Overlook L.L.C.
|
|
Maryland
|
|
23-2978195** |
Block 255 LLC
|
|
New Jersey
|
|
20-1466751** |
Brier Creek Country Club I LLC
|
|
North Carolina
|
|
23-2954264** |
Brier Creek Country Club II LLC
|
|
North Carolina
|
|
23-2954264** |
C.B.A.Z. Construction Company LLC
|
|
Arizona
|
|
51-0385729** |
C.B.A.Z. Holding Company LLC
|
|
Delaware
|
|
51-0385729 |
Colonial 40 I, LLC
|
|
Florida
|
|
20-2862720** |
Colonial 40 II, LLC
|
|
Florida
|
|
20-2862720** |
Component Systems I LLC
|
|
Delaware
|
|
23-2417123** |
Component Systems II LLC
|
|
Delaware
|
|
23-2417123** |
Creeks Farm L.L.C.
|
|
Maryland
|
|
23-2978195** |
CWG Construction Company LLC
|
|
New Jersey
|
|
20-1104737 |
|
|
|
|
|
|
|
State or Other |
|
|
|
|
Jurisdiction of |
|
I.R.S. Employer |
Exact Name of Registrant |
|
Incorporation or |
|
Identification |
as Specified in its Charter |
|
Organization |
|
Number |
|
|
|
|
|
Dominion Valley Country Club I LLC
|
|
Virginia
|
|
23-2984309** |
Dominion Valley Country Club II LLC
|
|
Virginia
|
|
23-2984309** |
Feys Property LLC
|
|
Maryland
|
|
23-2978195** |
First Brandywine LLC I
|
|
Delaware
|
|
23-2731790** |
First Brandywine LLC II
|
|
Delaware
|
|
23-2731790** |
First Brandywine LLC III
|
|
Delaware
|
|
61-1443340** |
First Brandywine LLC IV
|
|
Delaware
|
|
61-1443340** |
Frenchmans Reserve Realty, LLC
|
|
Florida
|
|
23-2417123** |
Golf I Country Club Estates at Moorpark LLC
|
|
California
|
|
23-2963547** |
Golf II Country Club Estates at Moorpark LLC
|
|
California
|
|
23-2963547** |
Hawthorn Woods Country Club II LLC
|
|
Illinois
|
|
75-2985312** |
High Pointe at Hopewell, LLC
|
|
New Jersey
|
|
23-3098583** |
Hoboken Cove LLC
|
|
New Jersey
|
|
20-1466751** |
Hoboken Land I LLC
|
|
Delaware
|
|
20-1466751** |
Hunts Bluff LLC
|
|
Maryland
|
|
23-2978195** |
Jacksonville TBI Realty LLC
|
|
Florida
|
|
23-2417123** |
Lighthouse Point Land Company, LLC
|
|
Florida
|
|
20-0135814 |
Long Meadows TBI, LLC
|
|
Maryland
|
|
23-3044366** |
Longmeadow Properties LLC
|
|
Maryland
|
|
23-3044366** |
Martinsburg Ventures, L.L.C.
|
|
Virginia
|
|
23-2865738** |
Mizner Realty, L.L.C.
|
|
Florida
|
|
23-2417123** |
Naples Lakes Country Club, L.L.C.
|
|
Florida
|
|
23-2883354** |
Naples TBI Realty, LLC
|
|
Florida
|
|
23-2417123** |
Orlando TBI Realty LLC
|
|
Florida
|
|
23-2417123** |
Palm Cove Golf & Yacht Club I LLC
|
|
Florida
|
|
23-3007073** |
Palm Cove Golf & Yacht Club II LLC
|
|
Florida
|
|
23-3007073** |
Palm Cove Marina I LLC
|
|
Florida
|
|
23-3007073** |
Palm Cove Marina II LLC
|
|
Florida
|
|
23-3007073** |
Paramount Village LLC
|
|
California
|
|
23-2748091** |
Phillips Drive LLC
|
|
Maryland
|
|
23-3044366** |
Prince William Land I LLC
|
|
Virginia
|
|
23-2774670** |
Prince William Land II LLC
|
|
Virginia
|
|
23-2774670** |
Regency at Denville LLC
|
|
New Jersey
|
|
23-2810344** |
Regency at Dominion Valley LLC
|
|
Virginia
|
|
23-2984309** |
Regency at Long Valley I LLC
|
|
New Jersey
|
|
23-3038827** |
Regency at Long Valley II LLC
|
|
New Jersey
|
|
23-3038827** |
Regency at Mansfield I LLC
|
|
New Jersey
|
|
23-3038827** |
Regency at Mansfield II LLC
|
|
New Jersey
|
|
23-3038827** |
Regency at Washington I LLC
|
|
New Jersey
|
|
23-3098583** |
Regency at Washington II LLC
|
|
New Jersey
|
|
23-3098583** |
Sapling Ridge, LLC
|
|
Maryland
|
|
23-2978195** |
South Riding Realty LLC
|
|
Virginia
|
|
23-2861890** |
SR Amberlea LLC
|
|
Virginia
|
|
20-0383954** |
SRLP II LLC
|
|
Virginia
|
|
23-2994639 |
Tampa TBI Realty LLC
|
|
Florida
|
|
23-2417123** |
TB Kent Partners LLC
|
|
Delaware
|
|
20-3887115** |
The Regency Golf Club I LLC
|
|
Virginia
|
|
23-2984309** |
The Regency Golf Club II LLC
|
|
Virginia
|
|
23-2984309** |
The Ridges at Belmont Country Club I LLC
|
|
Virginia
|
|
23-2810333* |
The Ridges at Belmont Country Club II LLC
|
|
Virginia
|
|
23-2810333* |
Toll Austin TX LLC
|
|
Texas
|
|
26-0389752 |
|
|
|
|
|
|
|
State or Other |
|
|
|
|
Jurisdiction of |
|
I.R.S. Employer |
Exact Name of Registrant |
|
Incorporation or |
|
Identification |
as Specified in its Charter |
|
Organization |
|
Number |
|
|
|
|
|
Toll Cedar Hunt LLC
|
|
Virginia
|
|
23-2994369** |
Toll CO I LLC
|
|
Colorado
|
|
23-2978294** |
Toll Corners LLC
|
|
Delaware
|
|
23-2709099** |
Toll Dallas TX LLC
|
|
Texas
|
|
26-0389704 |
Toll DE X, LLC
|
|
Delaware
|
|
82-0571193 |
Toll DE X II, LLC
|
|
Delaware
|
|
20-1220599 |
Toll EB, LLC
|
|
Delaware
|
|
23-2810344** |
Toll Equipment, L.L.C.
|
|
Delaware
|
|
23-2417123** |
Toll FL I, LLC
|
|
Florida
|
|
23-3007073 |
Toll Glastonbury LLC
|
|
Connecticut
|
|
23-3041974** |
Toll Henderson LLC
|
|
Nevada
|
|
56-2489922** |
Toll Hoboken LLC
|
|
Delaware
|
|
20-0465460** |
Toll IN LLC
|
|
Indiana
|
|
23-2417123** |
Toll Jupiter LLC
|
|
Florida
|
|
20-3368529 |
Toll Locust Hill LLC
|
|
Maryland
|
|
20-3675884** |
Toll MD I, L.L.C.
|
|
Maryland
|
|
23-2737488** |
Toll MD II LLC
|
|
Maryland
|
|
23-2740412** |
Toll Morgan Street LLC
|
|
Delaware
|
|
20-5088496** |
Toll NJ I, L.L.C.
|
|
New Jersey
|
|
23-3091620** |
Toll NJ II, L.L.C.
|
|
New Jersey
|
|
23-3091620** |
Toll NJ III, LLC
|
|
New Jersey
|
|
23-2417123** |
Toll North LV LLC
|
|
Nevada
|
|
56-2489922** |
Toll North Reno LLC
|
|
Nevada
|
|
56-2489922** |
Toll NV Holdings LLC
|
|
Nevada
|
|
56-2489922** |
Toll Realty L.L.C.
|
|
Florida
|
|
23-2417123** |
Toll Reston Associates, L.L.C.
|
|
Delaware
|
|
23-2551790** |
Toll San Antonio TX LLC
|
|
Texas
|
|
20-4888966 |
Toll South LV LLC
|
|
Nevada
|
|
56-2489922** |
Toll South Reno LLC
|
|
Nevada
|
|
56-2489922** |
Toll Stratford LLC
|
|
Virginia
|
|
20-3116806 |
Toll VA L.L.C.
|
|
Delaware
|
|
51-0385728 |
Toll VA III L.L.C.
|
|
Virginia
|
|
23-2417123** |
Toll Van Wyck, LLC
|
|
New York
|
|
23-2796637** |
Toll Vanderbilt I LLC
|
|
Rhode Island
|
|
23-3020194** |
Toll Vanderbilt II LLC
|
|
Rhode Island
|
|
51-1195217** |
Toll-Dublin, LLC
|
|
California
|
|
23-3070669** |
Vanderbilt Capital LLC
|
|
Rhode Island
|
|
56-2421664 |
Virginia Construction Co. I, LLC
|
|
Virginia
|
|
23-2417123** |
Virginia Construction Co. II, LLC
|
|
Virginia
|
|
23-2417123** |
|
|
|
** |
|
Uses Employer Identification Number used by its sole member. |
PROSPECTUS
[graphic omitted]
TOLL BROTHERS, INC.
Common Stock
Preferred Stock
Warrants
Guarantees of Debt Securities
TOLL CORP.
FIRST HUNTINGDON FINANCE CORP.
TOLL BROTHERS FINANCE CORP.
TOLL FINANCE CORP.
Debt Securities
Toll
Brothers, Inc. may offer and sell any combination of the following securities from time to time:
|
|
|
common stock; |
|
|
|
|
preferred stock; |
|
|
|
|
warrants to purchase common stock or preferred stock issued by Toll Brothers, Inc. or
debt securities issued by Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance
Corp. or Toll Finance Corp.; and |
|
|
|
|
guarantees of debt securities issued by Toll Corp., First Huntingdon Finance Corp., Toll
Brothers Finance Corp. or Toll Finance Corp. |
Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. and Toll Finance Corp.
may offer debt
securities from time to time. If indicated in the relevant prospectus
supplement, the debt securities issued by Toll Corp., First
Huntingdon Finance Corp., Toll
Brothers Finance Corp. or Toll Finance Corp. may, in addition to the
guarantee of Toll Brothers, Inc., be fully and unconditionally
guaranteed by a number of our directly or indirectly wholly-owned
subsidiaries. Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance
Corp. and Toll Finance Corp. are indirect, wholly-owned subsidiaries of Toll Brothers, Inc.
We may offer these securities from time to time, in amounts, on terms and at prices that will
be determined at the time of offering. We will provide specific terms of these securities,
including their offering prices, in prospectus supplements to this prospectus. The prospectus
supplements may also add, update or change information contained in this prospectus. You should
read this prospectus and any prospectus supplement carefully before you invest.
Toll Brothers, Inc.s common stock is listed on the New York Stock Exchange under the Symbol
TOL.
We may offer these securities to or through underwriters, through dealers or agents, directly
to you or through a combination of these methods. You can find additional information about our
plan of distribution for the securities under the heading Plan of Distribution beginning on page 35 of this prospectus. We will also describe the plan of distribution for any particular offering
of these securities in the prospectus supplement. This prospectus may not be used to sell our
securities unless it is accompanied by a prospectus supplement.
You should consider carefully the discussion of risk factors incorporated by reference from
our most recent annual report on Form 10-K and our subsequently filed quarterly reports on Form
10-Q that update
our risk factors disclosure discussed under the caption Risk Factors on page 5 of this prospectus before purchasing any securities offered by this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved these securities or passed on the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus is October 29, 2008.
TABLE OF CONTENTS
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25 |
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35 |
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37 |
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37 |
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with the Securities and
Exchange Commission, or the SEC, utilizing a shelf registration or continuous offering process.
Under this process, we may from time to time sell any combination of the securities described in
this prospectus in one or more offerings.
This prospectus provides you with a general description of the securities we may offer. Each
time we offer securities that are registered under this process, we will provide a prospectus
supplement that will contain specific information about the terms of that offering. That prospectus
supplement may include a description of any risk factors or other special considerations applicable
to those securities. The prospectus supplement may also add, update or change information contained
in this prospectus. If there is any inconsistency between the information in the prospectus and the
prospectus supplement, you should rely on the information in the prospectus supplement. You should
read both this prospectus and the prospectus supplement, including the information we have
incorporated by reference, together with the additional information described under the heading
Where You Can Find More Information before you invest.
You should rely only on the information incorporated by reference or provided in this
prospectus and the accompanying prospectus supplement or included elsewhere in the registration
statement of which this prospectus is a part. We have not authorized anyone to provide you with
different information. We are not making an offer to sell or soliciting an offer to buy these
securities in any jurisdiction in which the offer or solicitation is not authorized or in which the
person making the offer or solicitation is not qualified to do so or to anyone to whom it is
unlawful to make the offer or solicitation. You should not assume that the information in this
prospectus or the accompanying prospectus supplement is accurate as of any date other than the date
on the front of the document.
Any of the securities described in this prospectus may be convertible or exchangeable into
other securities we describe in this prospectus or will describe in a prospectus supplement and may
be issued separately, together or as part of a unit consisting of two or more securities, which may
or may not be separate from one another. These securities may include new or hybrid securities
developed in the future that combine features of any of the securities described in this
prospectus.
Unless otherwise indicated or unless the context requires otherwise, all references in this
prospectus to Toll Brothers, the Company, we, us, our or similar references mean Toll
Brothers, Inc. and its subsidiaries, including Toll Corp., First Huntingdon Finance Corp., Toll
Brothers Finance Corp. and Toll Finance Corp., unless the context otherwise requires.
OUR COMPANY
Toll Brothers, Inc., a Delaware corporation formed in May 1986, began doing business through
predecessor entities in 1967. We design, build, market and arrange financing for single-family
detached and attached homes in luxury residential communities. We are also involved, directly and
through joint ventures, in projects where we are building, or converting existing rental apartment
buildings into high-, mid- and low-rise luxury homes. We cater to move-up, empty-nester,
active-adult, age-qualified and second-home buyers in 21 states of the United States. In the five
years ended October 31, 2007, we delivered 35,931 homes from 618 communities, including 7,023 homes
from 385 communities in fiscal 2007. Included in the five-year and fiscal 2007 deliveries are 336
units that were delivered from several communities where we use the percentage of completion
accounting method to recognize revenues and cost of revenues.
Our traditional, single-family communities are generally located on land we have either
acquired and developed or acquired fully approved and, in some cases, improved. As of Septemebr 30,
2008, we had operations in the major suburban and urban residential areas of:
|
|
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the Philadelphia, Pennsylvania metropolitan area |
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the Lehigh Valley area of Pennsylvania |
|
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|
central and northern New Jersey |
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|
the Virginia and Maryland suburbs of Washington, D.C. |
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the Baltimore, Maryland metropolitan area |
2
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the Eastern Shore of Maryland and Delaware |
|
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the Richmond, Virginia metropolitan area |
|
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|
the Boston, Massachusetts metropolitan area |
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|
the Providence, Rhode Island metropolitan area |
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Fairfield, Hartford and New Haven Counties, Connecticut |
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Westchester, Dutchess and Ulster Counties, New York |
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the boroughs of Manhattan, Brooklyn and Queens in New York City |
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|
|
the Los Angeles, California metropolitan area |
|
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|
|
the San Francisco Bay, Sacramento and San Jose areas of northern California |
|
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|
|
the Palm Springs, California area |
|
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|
|
the Phoenix and Tucson, Arizona metropolitan areas |
|
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|
|
the Raleigh and Charlotte, North Carolina metropolitan areas |
|
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|
|
the Dallas, Austin and San Antonio, Texas metropolitan areas |
|
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|
the southeast and southwest coasts and the Jacksonville, Orlando and Tampa areas of
Florida |
|
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|
|
the Atlanta, Georgia metropolitan area |
|
|
|
|
the Las Vegas and Reno, Nevada metropolitan areas |
|
|
|
|
the Detroit, Michigan metropolitan area |
|
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|
|
the Chicago, Illinois metropolitan area |
|
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|
the Denver, Colorado metropolitan area |
|
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the Hilton Head area of South Carolina |
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the Minneapolis/St. Paul, Minnesota metropolitan area |
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the Martinsburg, West Virginia area |
We continue to explore additional geographic areas for expansion.
We operate our own land development, architectural, engineering, mortgage, title, landscaping,
lumber distribution, house component assembly, and manufacturing functions. We also develop, own
and operate golf courses and country clubs associated with several of our master planned
communities.
In recognition of our achievements, we have received numerous awards from national, state and
local home builder publications and associations. We are the only publicly traded national home
builder to have won all three of the industrys highest honors: Americas Best Builder (1996), the
National Housing Quality Award (1995), and Builder of the Year (1988).
Our executive offices are located at 250 Gibraltar Road, Horsham, Pennsylvania 19044. Our
telephone number is (215) 938-8000.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement on Form S-3 that we have filed with the
SEC under the Securities Act of 1933 (the Securities Act). This prospectus does not contain all
of the information set forth in the registration statement. For further information about us, you
should refer to the registration statement. The information included or incorporated by reference
in this prospectus summarizes material provisions of contracts and other documents to which we
refer you. Since the information included or incorporated by reference in this prospectus may not
contain all of the information that you may find important, you should review the full text of the
documents to which we refer you. We have filed these documents as exhibits to our registration
statement.
We are subject to the informational requirements of the Securities Exchange Act of 1934 (the
Exchange Act). In accordance with those requirements, we file annual, quarterly and special
reports, proxy statements and other information with the SEC. You can read and copy any document we
file with the SEC at the SECs public reference room at the following location:
100 F Street, N.E.
Washington, D.C. 20549
3
You may obtain information on the operation of the SECs public reference room by calling the
SEC at 1-800-SEC-0330. Our SEC filings are also available to the public from the SECs Internet
website at http://www.sec.gov. We also make available free of charge on our website, at
http://www.tollbrothers.com, all materials that we file electronically with the SEC,
including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form
8-K and amendments to these reports, as soon as reasonably practicable after such materials are
electronically filed with, or furnished to, the SEC. In addition, our common stock is listed on the
New York Stock Exchange (NYSE) and similar information concerning us can be inspected and copied
at the NYSE, 11 Wall Street, New York, New York 10005.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference into this prospectus the information we file
with it. This means that we are permitted to disclose important information to you by referring you
to other documents we have filed with the SEC. We incorporate by reference in two ways. First, we
list certain documents that we have filed with the SEC. The information in these documents is
considered part of this prospectus. Second, we expect to file additional documents with the SEC in
the future that will, when filed, update the current information included in or incorporated by
reference in this prospectus. You should consider any statement contained in this prospectus or in
a document which is incorporated by reference into this prospectus to be modified or superseded to
the extent that the statement is modified or superseded by another statement contained in a later
dated document that constitutes a part of this prospectus or is incorporated by reference into this
prospectus. You should consider any statement which is so modified or superseded to be a part of
this prospectus only as so modified or superseded.
We incorporate by reference in this prospectus all the documents listed below and any filings
we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this prospectus (excluding, in each case, any portion of such documents that may have been
furnished but not filed for purposes of the Exchange Act):
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Annual Report on Form 10-K of Toll Brothers, Inc. filed with the SEC for the fiscal year
ended October 31, 2007; |
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Quarterly Reports on Form 10-Q of Toll Brothers, Inc. filed with the SEC for the
quarters ended January 31, 2008, April 30, 2008 and July 31, 2008; |
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Current Reports on Form 8-K of Toll Brothers, Inc. filed with the SEC on December 17,
2007, December 19, 2007, December 28, 2007, February 7, 2008, March 18, 2008, and June 13,
2008; |
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The description of the common stock of Toll Brothers, Inc. contained in its registration
statement filed with the SEC on a Form 8-A dated June 19, 1986 registering the common stock
under Section 12 of the Securities Exchange Act of 1934, and any amendment or report filed
to update the description; and |
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The description of preferred stock purchase rights contained in the registration
statement of Toll Brothers, Inc. filed with the SEC on June 18, 2007 on Form 8-K, and any
amendment or report filed to update the description. |
We will deliver, without charge, to anyone receiving this prospectus, upon written or oral
request, a copy of any document incorporated by reference in this prospectus but not delivered with
this prospectus, but the exhibits to those documents will not be delivered unless they have been
specifically incorporated by reference. Requests for these documents should be made to: Director of
Investor Relations, Toll Brothers, Inc., 250 Gibraltar Road, Horsham PA 19044 (215) 938-8000. We
will also make available to the holders of the securities offered by this prospectus annual reports
which will include audited financial statements of Toll Brothers, Inc. and its consolidated
subsidiaries, including Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. and
Toll Finance Corp. We do not expect that Toll Corp., First Huntingdon Finance Corp., Toll Brothers
Finance Corp. or Toll Finance Corp. will be required to make filings with the Commission under
Section 15(d) of the Exchange Act.
4
RISK FACTORS
Our business is subject to certain uncertainties and risks. You should consider carefully and
evaluate all of the information contained or incorporated by reference in this prospectus or a
supplement to this prospectus, including the risk factors incorporated by reference from our most
recent annual report on Form 10-K and the subsequently filed quarterly reports on Form 10-Q that
update those risk factors before purchasing any securities offered in connection with this
prospectus. It is possible that our business, financial condition, liquidity or results of
operations could be materially adversely affected by any of these risks.
FORWARD-LOOKING STATEMENTS
This prospectus, the accompanying prospectus supplement and the documents incorporated by
reference into this prospectus contain or may contain forward-looking statements within the meaning
of Section 27A of the Securities Act. You can identify these statements by the fact that they do
not relate strictly to historical or current facts. They contain words such as anticipate,
estimate, expect, project, intend, plan, believe, may, can, could, might,
should and other words or phrases of similar meaning in connection with any discussion of future
operating or financial performance. The statements may include information relating to anticipated
operating results (including changes in revenues, profitability and operating margins), financial
resources, interest expense, inventory write-downs, changes in accounting treatment, effects of
homebuyer cancellations, growth and expansion, anticipated income or loss to be realized from our
investments in unconsolidated entities, the ability to acquire land, the ability to gain approvals
and to open new communities, the ability to sell homes and properties, the ability to deliver homes
from backlog, the ability to secure materials and subcontractors, the ability to produce the
liquidity and capital necessary to expand and take advantage of opportunities in the future,
industry trends, and stock market valuations.
Any or all of the forward-looking statements included in this prospectus, the accompanying
prospectus supplement and the documents incorporated by reference into this prospectus are not
guarantees of future performance and may turn out to be inaccurate. This can occur as a result of
incorrect assumptions or as a consequence of known or unknown risks and uncertainties. These risks
and uncertainties include local, regional and national economic conditions, the demand for homes,
domestic and international political events, uncertainties created by terrorist attacks, the
effects of governmental regulation, the competitive environment in which we operate, fluctuations
in interest rates, changes in home prices and sales activity in the markets where we build homes,
the availability and cost of land for future growth, adverse market conditions that could result in
substantial inventory write-downs, the availability of capital, uncertainties and fluctuations in
capital and securities markets, changes in tax laws and their interpretation, legal proceedings,
the availability of adequate insurance at reasonable cost, the ability of customers to obtain
adequate and affordable financing for the purchase of homes, the ability of home buyers to sell
their existing homes, the ability of the participants in our various joint ventures to honor their
commitments, the availability and cost of labor and building and construction materials, the cost
of oil, gas and other raw materials, construction delays and weather conditions.
The factors mentioned in this prospectus, the accompanying prospectus supplement and the
documents incorporated by reference into this prospectus will be important in determining our
future performance. Consequently, actual results may differ materially from those that might be
anticipated from our forward-looking statements. If one or more of the assumptions underlying our
forward-looking statements proves incorrect, then our actual results, performance or achievements
could differ materially from those expressed in, or implied by the forward-looking statements.
Therefore, we caution you not to place undue reliance on our forward-looking statements. This
statement is provided as permitted by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements speak only as of the date they are made. We undertake no obligation
to publicly update any forward-looking statements, whether as a result of new information, future
events or otherwise. However, any further disclosures made on related subjects in our subsequent
reports on Forms 10-K, 10-Q and 8-K should be consulted.
5
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the securities offered by this prospectus
for general corporate purposes, which may include the acquisition of residential development
properties, the repayment of our outstanding indebtedness, working capital or for any other
purposes as may be described in the accompanying prospectus supplement.
RATIO OF EARNINGS TO FIXED CHARGES
The following table shows our ratio of earnings to fixed charges for the periods indicated:
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Twelve months ended October 31, |
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Nine months ended July 31, |
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2008 |
Ratio of earnings
to fixed charges |
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4.48 |
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6.37 |
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7.78 |
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8.55 |
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1.26 |
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2.56 |
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(a |
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We reported a loss for the nine-month period ended July 31, 2008 and the
ratio of earnings to fixed charges is not calculable. |
There was no preferred stock outstanding for any of the periods shown above. Accordingly, the
ratio earnings to combined fixed charges and preferred stock dividends was identical to the ratio
of earnings to fixed charges.
DESCRIPTION OF CAPITAL STOCK
As of September 30, 2008, our authorized capital stock consisted of 200,000,000 shares of
common stock, $.01 par value per share, and 1,000,000 shares of preferred stock, $.01 par value per
share; however, subject to the limitations and procedures described below, our stockholders have
authorized increases in the respective numbers of shares of common stock and preferred stock. In
March 2005, our stockholders authorized the filing by the Board of Directors, in its discretion, of
one or more amendments to our Certificate of Incorporation from time to time on or before March 31,
2010 to increase: (a) the authorized common stock by up to 300,000,000 additional shares in any
combination of one or more 10,000,000-share increments, and/or (b) the authorized preferred stock
by a single increment of 14,000,000 additional shares. Prior to the stockholder authorization,
the Board of Directors of Toll Brothers, Inc. (Board of Directors) resolved to not, without the
prior approval of our stockholders, utilize more than 200,000,000 of the 300,000,000 shares of the
proposed increase in authorized common stock for any purpose other than stock splits, stock
dividends or similar stock distributions to stockholders. On June 16, 2005, the Board of Directors
filed an amendment to our Certificate of Incorporation, in accordance with this stockholder
authorization, which amendment increased the number of authorized shares of common stock from
100,000,000 to 200,000,000. If additional amendments increasing our authorized capital stock to the
maximum limits authorized by the stockholders are filed by March 31, 2010, our authorized common
stock will be increased to 400,000,000 shares and our authorized preferred stock will be increased
to 15,000,000 shares. The procedure was approved by stockholders to permit us to avoid an immediate
increase in the amount of annual Delaware corporate franchise tax that we are required to pay,
while giving the Board of Directors the flexibility to quickly increase the authorized shares of
common or preferred stock without the necessity of further action by the stockholders when
additional authorized shares are needed.
Common Stock
Subject to the rights and preferences of any holders of our preferred stock, of which there
were none as of September 30, 2008, the holders of our common stock are entitled to one vote per
share on all matters that require a vote of the common stockholders. In addition, the holders of
our common stock are entitled to receive such dividends as legally may be declared by the Board of
Directors and to receive pro rata our net assets upon liquidation. There are no cumulative voting,
preemptive, conversion or redemption rights applicable to our common stock. All outstanding shares
of common stock are fully paid and non-assessable.
6
Except as otherwise specifically provided by law or as set forth in Anti-Takeover Effects of
our Certificate of Incorporation, our Bylaws, our Rights Plan and Delaware LawClassified Board of
Directors and Restrictions On Removal below, all matters coming before a meeting of stockholders
other than election of Directors are determined by a majority of the votes cast affirmatively or
negatively. Directors are elected by a plurality of the votes cast.
On June 13, 2007, the Board of Directors adopted a Rights Agreement which established a
Stockholder Rights Plan. This Stockholder Rights Plan provides for one right to attach to each
share of our common stock. Upon the occurrence of certain events, each right entitles the
registered holder to purchase from us a unit consisting of one ten-thousandth of a share of Series
A Junior Participating Preferred Stock at a purchase price of $100 per unit. Initially the rights
attach to all common stock certificates and no separate rights certificates will be distributed.
The rights will separate from the common stock and a distribution date will occur upon the earlier
of:
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10 days following a public announcement that a person or group of affiliated persons has
acquired beneficial ownership of 15% or more of the outstanding shares of our common stock
(the Stock Acquisition Date); or |
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10 business days following the commencement of a tender offer that would result in a
person or group beneficially owning 15% or more of the outstanding shares of our common
stock. |
The rights are not exercisable until the distribution date and will expire at the close of
business on July 11, 2017. In the event any non-exempt person or group acquires 15% or more of the
then outstanding shares of our common stock, unless the acquisition is made pursuant to a tender
offer for all outstanding shares at a price determined by a majority of the members of the Board of
Directors, excluding any members of the Board of Directors who are also officers of the Company, to
be fair and otherwise in our best interests and the best interests of our stockholders, each holder
of a right will have the right to receive, upon exercise, common stock having a value equal to two
times the exercise price of the right; except that the rights held by a non-exempt person or group
become null and void upon that person or group acquiring 15% or more of the then outstanding shares
of our common stock. At any time until 10 days following the Stock Acquisition Date, we may redeem
the rights at a price of $.001 per right. The Rights Agreement establishing the Stockholder Rights
Plan was filed with the SEC on June 18, 2007 as an exhibit to a Current Report on Form 8-K. For
additional information, holders of the common stock of Toll Brothers, Inc. should read the Rights
Agreement, which is incorporated by reference in this prospectus.
Our common stock is traded on the NYSE under the symbol TOL.
The registrar and transfer agent for our common stock is American Stock Transfer & Trust
Company, LLC.
Preferred Stock
General. We may issue, from time to time, shares of one or more series of preferred stock.
Summarized below are the general terms and provisions that will apply to any preferred stock that
may be offered, except as otherwise described by the prospectus supplement. When we offer to sell a
particular series of preferred stock, a prospectus supplement will update our description of our
preferred stock, as applicable, to reflect the issuance of any then issued and outstanding series
and describe the specific terms of the series of preferred stock being offered. If any of the
general terms and provisions described in this prospectus apply to the particular series of
preferred stock, the prospectus supplement will so indicate and will describe any alternative
provisions that are applicable. Each series of preferred stock will be issued under a certificate
of designations relating to that series, and will also be subject to our Second Restated
Certificate of Incorporation, as may be amended from time to time (Certificate of Incorporation).
The following summary of various provisions of the preferred stock is not complete. You should
read our Certificate of Incorporation and each certificate of designations relating to a specific
series of preferred stock for additional information. Each certificate of designations relating to
a specific series of preferred stock will be filed as an amendment to the registration statement or
as an exhibit to a document incorporated by reference in the registration statement of which this
prospectus is a part at the time of issuance of the particular series of preferred stock.
The Board of Directors is authorized to issue shares of preferred stock, in one or more
series, and to fix for each series voting powers and the preferences and relative, participating,
optional or other special rights and the qualifications, limitations or restrictions, that are
permitted by the Delaware General Corporation Law. The Board of Directors is authorized to
determine the following terms for each series of preferred stock, which will be described in the
prospectus supplement:
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the number of shares and their designation and title; |
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the dividend rate or the method of calculating the dividend rate, if applicable; |
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the priority as to payment of dividends; |
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the dividend periods or the method of calculating the dividend periods, if applicable; |
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the voting rights, if any; |
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the liquidation preference and the priority as to payment of the liquidation preference
upon our liquidation or winding-up; |
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whether and on what terms the shares will be subject to redemption or repurchase at our
option; |
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whether and on what terms the shares will be convertible into or exchangeable for other
debt or equity securities; |
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whether the shares will be listed on a securities exchange; and |
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the other rights and privileges and any qualifications, limitations or restrictions
relating to the shares. |
Dividends. Holders of a series of preferred stock will be entitled to the dividend rights, if
any, described in the prospectus supplement relating to the offering of that series. The
prospectus supplement will identify, as applicable, the dividend rates and the record and payment
dates, as well as any other terms of any dividend rights applicable to the series.
Unless otherwise described in the prospectus supplement, each series of preferred stock to
which dividend rights are given will rank junior with respect to dividends to any series of
preferred stock that may be issued in the future that is expressly senior with respect to dividends
to the earlier series of the preferred stock. If at any time we fail to pay accrued dividends on
any senior series of preferred stock at the time dividends are payable on a junior series of
preferred stock, we may not pay any dividend on the junior series of preferred stock or redeem or
otherwise repurchase shares of the junior series of preferred stock until the accumulated but
unpaid dividends on the senior series have been paid or set aside for payment in full by us.
Convertibility. No series of preferred stock will be convertible or exchangeable for other
securities or property, except, in the case of any series, to the extent conversion or exchange
rights of that series are otherwise stated in the prospectus supplement.
Redemption and Sinking Fund. We will not have the right or obligation to redeem or pay into a
sinking fund for the benefit of any series of preferred stock, except, in the case of any series,
to the extent such rights or obligations are otherwise stated in the prospectus supplement.
Liquidation Rights. Unless otherwise stated in the prospectus supplement, in the event of our
liquidation, dissolution or winding-up, holders of each series of preferred stock will be entitled
to receive the liquidation preference per share specified in the prospectus supplement for that
particular series of preferred stock plus any accrued and unpaid dividends. We will pay these
amounts to the holders of each series of the preferred stock and all amounts owing on any preferred
stock ranking equally with that series of preferred stock as to distributions. These payments will
be made out of our assets available for distribution to stockholders before any distribution is
made to holders of common stock or any other shares of our preferred stock ranking junior to the
series of preferred stock as to rights upon liquidation, dissolution or winding-up.
In the event that there are insufficient funds to pay in full the amounts payable to all
equally-ranked classes of our preferred stock, we will allocate the remaining assets equally among
all series of equally-ranked preferred stock in proportion to the full respective preferential
amounts to which they are entitled. Unless otherwise specified in the prospectus supplement for a
series of preferred stock, after we pay the full amount of the liquidation distribution to which
they are entitled, the holders of shares of a series of preferred stock will not be entitled to
participate in any further distribution of our assets. Our consideration or merger with another
corporation or sale of securities will not be considered a liquidation, dissolution or winding-up
for these purposes.
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Voting Rights. Holders of a series of preferred stock will not have any voting rights other
than any such rights that are described in the prospectus supplement relating to the offering of
that series and any such rights as are otherwise from time to time required by law.
Miscellaneous. When the preferred stock is issued, it will be fully paid and non-assessable.
Holders of preferred stock will have no preemptive rights. If we redeem or otherwise reacquire any
shares of preferred stock, we will restore the shares to the status of authorized and unissued
shares of preferred stock. These shares will not be a part of any particular series of preferred
stock and we may reissue the shares. There are no restrictions on repurchase or redemption of the
preferred stock on account of any arrearage on sinking fund installments, except as may be
described in the prospectus supplement. Payment of dividends on any series of preferred stock may
be restricted by loan agreements, indentures or other agreements entered into by us. The prospectus
supplement will describe any material contractual restrictions on dividend payments. The prospectus
supplement will also describe any material United States federal income tax considerations
applicable to the preferred stock.
No Other Rights. The shares of a series of preferred stock will not have any preferences,
voting powers or relative, participating, optional or other special rights except for those
described above or in the prospectus supplement, our Certificate of Incorporation or the applicable
certificate of designations, or as otherwise required by law.
Transfer Agent and Registrar. The prospectus supplement for each series of preferred stock
will identify the transfer agent and registrar.
Anti-Takeover Effects of our Certificate of Incorporation, our Bylaws, our Rights Plan and Delaware
Law
Blank Check Preferred Stock. Our Certificate of Incorporation provides for 1,000,000
authorized shares of preferred stock, which may be increased by the Board of Directors to
15,000,000. See Description of Capital Stock. The existence of authorized but unissued shares of
preferred stock may enable the board of directors to render more difficult or to discourage an
attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or
otherwise. For example, if in the due exercise of its fiduciary obligations, the Board of Directors
were to determine that a takeover proposal is not in the best interests of the Company, the Board
of Directors could cause shares of preferred stock to be issued without stockholder approval in one
or more private offerings or other transactions that might dilute the voting or other rights of the
proposed acquiror or insurgent stockholder or stockholder group. In this regard, the Certificate of
Incorporation grants our Board of Directors broad power to establish the rights and preferences of
authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could
decrease the amount of earnings and assets available for distribution to holders of shares of
common stock and may make it more difficult to change the composition of our Board of Directors and
may discourage or make difficult any attempt by a person or group to obtain control of us.
Classified Board of Directors and Restrictions On Removal. Under our Certificate of
Incorporation, the Board of Directors is divided into three classes of directors serving staggered
terms of three years each. Each class is to be as nearly equal in number as possible, with one
class being elected each year. Our Certificate of Incorporation also provides that:
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directors may be removed from office only for cause and only with the affirmative vote
of 66 2/3% of the voting power of the voting stock; |
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any vacancy on the Board of Directors or any newly created directorship will be filled
by the remaining directors then in office, though they may constitute less than a quorum;
and |
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advance notice of stockholder nominations for the elections of directors must be given
in the manner provided by our bylaws. |
The required 66 2/3% stockholder vote necessary to alter, amend or repeal these provisions of
our Certificate of Incorporation and all other provisions of our bylaws adopted by the Board of
Directors, or to adopt any provisions relating to the classification of the Board of Directors and
the other matters described above may make it more difficult to change the composition of our Board
of Directors and may discourage or make difficult any attempt by a person or group to obtain
control of us.
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Provisions of Rights Plan. As discussed under Description of Capital StockCommon Stock,
we have adopted a Rights Agreement that provides stockholders with rights to purchase shares of our
Series A Junior Participating Preferred Stock under certain circumstances involving a potential
change in control. The rights have certain anti-takeover effects, and will cause substantial
dilution to a person or group that attempts to acquire the Company in certain circumstances.
Accordingly, the existence of the rights may deter certain acquirors from making takeover proposals
or tender offers. The rights, however, are not intended to prevent a takeover, but rather are
designed to enhance the ability of the Board of Directors to negotiate with a potential acquiror on
behalf of all of the stockholders.
Delaware Anti-Takeover Statute. We are subject to Section 203 of the Delaware General
Corporation Law, which, subject to certain exceptions, prohibits a Delaware corporation from
engaging in any business combination with any interested stockholder for a period of three years
following the date that such stockholder became an interested stockholder, unless (a) prior to such
date, the board of directors of the corporation approved either the business combination or the
transaction that resulted in the stockholder becoming an interested stockholder, (b) upon
consummation of the transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, excluding for purposes of determining the number
of shares outstanding (but not the outstanding voting stock owned by the interested stockholder)
those shares owned (i) by persons who are directors and also officers and (ii) by employee stock
plans in which employee participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange offer or (c) at or
subsequent to such time the business combination is approved by the board of directors and
authorized at an annual or special meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the
interested stockholder. The application of Section 203 of the Delaware General Corporation Law
may discourage or make difficult any attempt by a person or group to obtain control of us.
Section 203 of the Delaware General Corporation Law defines the term business combination to
include: (a) any merger or consolidation involving the corporation or any of its direct or indirect
majority-owned subsidiaries and the interested stockholder or another entity if the merger or
consolidation is caused by the interested stockholder; (b) any sale, lease, exchange, mortgage,
pledge or transfer of 10% or more of either the aggregate market value of all of the assets of the
corporation determined on a consolidated basis or the aggregate market value of all the outstanding
stock of the corporation or any of its direct or indirect majority-owned subsidiaries involving the
interested stockholder; (c) subject to certain exceptions, any transaction that results in the
issuance or transfer by the corporation or by any of its direct or indirect majority-owned
subsidiaries of any stock of the corporation or that subsidiary to the interested stockholder; (d)
subject to certain exceptions, any transaction involving the corporation or any of its direct or
indirect majority-owned subsidiaries that has the effect of increasing the proportionate share of
the stock of any class or series of the corporation or that subsidiary owned by the interested
stockholder; or (e) the receipt by the interested stockholder of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided by or through the corporation or
any of its direct or indirect majority-owned subsidiaries. In general, Section 203 defines an
interested stockholder as any entity or person owning 15% or more of the outstanding voting stock
of the corporation and any entity or person affiliated with or controlling or controlled by such
entity or person.
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DESCRIPTION OF WARRANTS
General
We may issue, together with other securities offered by this prospectus or separately,
warrants for the purchase of the following:
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our common stock |
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our preferred stock; or |
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our debt securities. |
Each series of warrants will be issued under a separate warrant agreement to be entered into
between us and a bank or trust company, as warrant agent. The terms of each warrant agreement will
be discussed in the prospectus supplement relating to the particular series of warrants. Copies of
the form of agreement for each warrant, including the forms of certificates representing the
warrants, reflecting the provisions to be included in these agreements for a particular offering
will be, in each case, filed with the SEC in an amendment to the registration statement or as an
exhibit to a document incorporated by reference in the registration statement of which this
prospectus is a part prior to the date of any prospectus supplement relating to an offering of the
particular warrant.
We have summarized below the general terms and provisions that will apply to any warrants that
may be offered, except as otherwise described by the prospectus supplement. When we offer to sell
warrants, a prospectus supplement will describe the specific terms of that series of warrants. If
any of the general terms and provisions described in this prospectus do not apply to the particular
series of warrants being offered the prospectus supplement will so indicate and will describe any
alternative provisions that are applicable. The following summary of various provisions of the
warrants, the warrant agreements and the warrant certificates is not complete. You should read all
of the provisions of the applicable warrant agreement and warrant certificate, including the
definitions contained in those documents of various terms, for additional important information
concerning any series of warrants offered by this prospectus.
Common Stock Warrants
General. The prospectus supplement relating to any series of common stock warrants that are
offered by this prospectus will describe the specific terms of that series of common stock
warrants, any related common stock warrant agreement and the common stock warrant certificate(s)
representing the common stock warrants. The prospectus supplement will describe, among other
things, the following terms, to the extent they are applicable to that series of common stock
warrants:
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the procedures and conditions relating to the exercise of the common stock warrants; |
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the number of shares of common stock, if any, issued with the common stock warrants; |
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the date, if any, on and after which the common stock warrants and any related shares of
common stock will be separately transferable; |
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the offering price, if any, of the common stock warrants; |
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the number of shares of common stock which may be purchased upon exercise of the common
stock warrants and the price or prices at which the shares may be purchased upon exercise; |
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the date on which the right to exercise the common stock warrants will begin and the
date on which the right will expire; |
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a discussion of the material United States federal income tax considerations applicable
to the exercise of the common stock warrants; |
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call provisions, if any, of the common stock warrants; and |
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any other material terms of the common stock warrants. |
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Common stock warrant certificates will be exchangeable for new common stock warrant
certificates of different denominations. In addition, common stock warrants may be exercised at
the corporate trust office of the warrant agent or any other office indicated in the prospectus
supplement. A holder of a common stock warrant will not have any of the rights of a holder of the
common stock which may be purchased by the exercise of the common stock warrant before the common
stock is purchased by the exercise of the common stock warrant. Accordingly, before a common stock
warrant is exercised, the holder will not be entitled to receive any dividend payments or exercise
any voting or other rights associated with the shares of common stock which may be purchased when
the common stock warrant is exercised.
Exercise of Common Stock Warrants. Each common stock warrant will entitle the holder to
purchase for cash the number of shares of our common stock at the exercise price that is described
or explained in the prospectus supplement. Common stock warrants may be exercised at any time from
the time they become exercisable, as described in the prospectus supplement, up to the time on the
date stated in the prospectus supplement. Afterwards, unexercised common stock warrants will become
void.
Common stock warrants may be exercised in the manner described in the prospectus supplement.
When we receive payment and the properly completed and duly executed common stock warrant
certificate at the corporate trust office of the warrant agent or any other office indicated in the
prospectus supplement, we will, as soon as practicable, forward a certificate representing the
number of shares of common stock purchased upon exercise of the common stock warrants. If less than
all of the common stock warrants represented by the common stock warrant certificate are exercised,
we will issue a new common stock warrant certificate for the amount of common stock warrants that
remain exercisable.
Preferred Stock Warrants
General. The prospectus supplement relating to any series of preferred stock warrants that
are offered by this prospectus will describe the specific terms of that series of preferred stock
warrants, any related preferred stock warrant agreement and the preferred stock warrant
certificate(s) representing the preferred stock warrants. The prospectus supplement will describe,
among other things, the following terms, to the extent they are applicable to that series of
preferred stock warrants:
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the designation and terms of the shares of preferred stock which may be purchased upon
exercise of the preferred stock warrants and the procedures and conditions relating to the
exercise of the preferred stock warrants; |
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the designation and terms of any related shares of preferred stock with which the
preferred stock warrants are issued and the number of shares of the preferred stock, if
any, issued with preferred stock warrants; |
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the date, if any, on and after which the preferred stock warrants and any related shares
of preferred stock will be separately transferable; |
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the offering price, if any, of the preferred stock warrants; |
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the number of shares of preferred stock which may be purchased upon exercise of the
preferred stock warrants and the initial price or prices at which the shares may be
purchased upon exercise; |
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the date on which the right to exercise the preferred stock warrants will begin and the
date on which the right will expire; |
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a discussion of the material United States federal income tax considerations relevant to
the exercise of the preferred stock warrants; |
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call provisions, if any, of the preferred stock warrants; and |
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any other material terms of the preferred stock warrants. |
Preferred stock warrant certificates will be exchangeable for new preferred stock warrant
certificates of different denominations. In addition, preferred stock warrants may be exercised at
the corporate trust office of the warrant agent or any other office indicated in the prospectus
supplement. A holder of a preferred stock warrant will not have any of the rights of a holder of
the preferred stock which may be purchased by the exercise of the preferred stock warrant before
the preferred stock is purchased by the exercise of the preferred stock warrant. Accordingly,
before a
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preferred stock warrant is exercised, the holder will not be entitled to receive any dividend
payments or exercise any voting or other rights associated with the preferred stock which may be
purchased when the preferred stock warrant is exercised.
Exercise of Preferred Stock Warrants. Each preferred stock warrant will entitle the holder to
purchase for cash the number of shares of our preferred stock at the exercise price described or
explained in the prospectus supplement. Preferred stock warrants may be exercised at any time from
the time they become exercisable, as described in the prospectus supplement, up to the time on the
date stated in the prospectus supplement. Afterwards, unexercised preferred stock warrants will
become void.
Preferred stock warrants may be exercised in the manner described in the prospectus
supplement. When we receive payment and the properly completed and duly executed preferred stock
warrant certificate at the corporate trust office of the warrant agent or any other office
indicated in the prospectus supplement, we will, as soon as practicable, forward a certificate
representing the number of shares of preferred stock purchased upon exercise of the preferred stock
warrants. If less than all of the preferred stock warrants represented by the preferred stock
warrant certificate are exercised, we will issue a new preferred stock warrant certificate for the
amount of preferred stock warrants that remain exercisable.
Debt Warrants
General. The prospectus supplement relating to any series of debt warrants that are offered by
this prospectus will describe the specific terms of that series of debt warrants, any related debt
warrant agreement and the debt warrant certificate(s) representing the debt warrants. The
prospectus supplement will describe, among other things, the following terms, to the extent they
are applicable to that series of debt warrants:
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the issuer of the debt securities which may be purchased upon exercise of the debt
warrants, the designation, number, stated value and terms of those debt securities, the
terms of the related guarantees and the procedures and conditions relating to the exercise
of the debt warrants; |
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the designation and terms of any debt securities and related guarantees with which the
debt warrants are issued and the number of the debt warrants issued with each debt
security; |
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the date, if any, on and after which the debt warrants and the related debt securities
will be separately transferable; |
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the principal amount of debt securities which may be purchased upon exercise of each
debt warrant and the price at which the principal amount of debt securities may be
purchased upon exercise of the debt warrant; |
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the date on which the right to exercise the debt warrants will begin and the date on
which the right will expire; |
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a discussion of the material United States federal income tax considerations relevant to
the exercise of the debt warrants; |
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whether the debt warrants represented by the debt warrant certificates will be issued in
registered or bearer form, and, if registered, where they may be transferred and
registered; |
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call provisions, if any, of the debt warrants; and |
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any other material terms of the debt warrants. |
Debt warrant certificates will be exchangeable for new debt warrant certificates of different
denominations. In addition, debt warrants may be exercised at the corporate trust office of the
warrant agent or any other office indicated in the prospectus supplement. A holder of a debt
warrant will not have any of the rights of a holder of the debt securities which may be purchased
by the exercise of the debt warrant before the debt securities are purchased by the exercise of the
debt warrant. Accordingly, before a debt warrant is exercised, the holder will not be entitled to
receive any payments of principal, premium, if any, or interest, if any, on the debt securities
which may be purchased by the exercise of that debt warrant.
Exercise of Debt Warrants. Each debt warrant will entitle the holder to purchase for cash the
principal amount of debt securities described in the prospectus supplement at the exercise price
described or explained in the prospectus supplement. Debt warrants may be exercised at any time
from the time they become exercisable, as described in the
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prospectus supplement, up to the time on the date stated in the prospectus supplement.
Afterwards, unexercised debt warrants will become void.
Debt warrants may be exercised in the manner described in the prospectus supplement. When we
receive payment and the properly completed and duly executed debt warrant certificate at the
corporate trust office of the warrant agent or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the debt securities purchased upon the
exercise of the debt warrants. If less than all of the debt warrants represented by the debt
warrant certificate are exercised, we will issue a new debt warrant certificate for the amount of
debt warrants that remain exercisable.
DESCRIPTION OF SENIOR DEBT SECURITIES AND GUARANTEES
Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. and Toll Finance Corp.
may issue debt securities from time to time in one or more series. Any series of debt securities
offered by Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance
Corp. will be offered together with the guarantees of Toll Brothers,
Inc. and any of its directly or indirectly owned subsidiaries that
guarantee the debt securities which, unless otherwise
provided in the prospectus supplement, will be full and unconditional.
One or more series of the debt securities of Toll Corp., First Huntingdon Finance Corp., Toll
Brothers Finance Corp. or Toll Finance Corp. may be issued under a single indenture. Alternatively,
any series of debt securities may be issued under a separate indenture. The terms applicable to
each series of debt securities will be stated in the indenture and may be modified by the
resolution(s) authorizing that series of debt securities adopted by the board of directors, or an
officer or committee of officers authorized by the board of directors, of both the issuer of the
debt securities, Toll Brothers, Inc. and any of its directly or indirectly owned subsidiaries that
guarantee the debt securities under the applicable indenture. We refer in this prospectus
to the resolution(s) authorizing a series of debt securities as an authorizing resolution. Each
indenture under which any debt securities are issued, including the applicable authorizing
resolution(s), is referred to in this prospectus as an indenture, and collectively with any other
indentures, as the indentures. Each indenture will be entered into among Toll Corp., First
Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., as the obligor, Toll
Brothers, Inc. and/or any of its directly or indirectly owned
subsidiaries that are guarantors of the debt securities, as the issuer(s) of the related guarantees, and the institution named in the
prospectus supplement, as trustee.
The following is a description of certain general terms and provisions of the debt securities
we may offer by this prospectus. The name of the issuer and the particular terms of any series of
debt securities we offer, including the extent to which the general terms and provisions may apply
to that series of debt securities, will be described in a prospectus supplement relating to those
debt securities. Except as otherwise indicated in this prospectus or in the prospectus supplement,
the following description of indenture terms is applicable to, and each reference to the
indenture is a reference to, each indenture that Toll Corp., First Huntingdon Finance Corp., Toll
Brothers Finance Corp. or Toll Finance Corp. may enter into with respect to any series of debt
securities we may offer by this prospectus, unless the context otherwise requires.
The terms of any series of the debt securities include those stated in the applicable
indenture. Holders of each series of the debt securities are referred to the indenture for that
series, including the applicable authorizing resolution, for a statement of the terms. The
respective forms of indentures for the debt securities of Toll Corp., First Huntingdon Finance Corp., Toll Brothers
Finance Corp. and Toll Finance Corp. are filed as exhibits to the registration statement of which
this prospectus is a part. Each indenture may be amended or modified for any series of debt
securities by an authorizing resolution which will be described in the prospectus supplement, and
the applicable authorizing resolution relating to any series of debt securities offered pursuant to
this prospectus will be filed as an exhibit to a report incorporated by reference in this
prospectus. The following summary of certain provisions of the debt securities and the indenture is
not complete. You should read all of the provisions of the indenture, including the definitions
contained in the indenture which are not otherwise defined in this prospectus, and the prospectus
supplement. Wherever we refer to particular provisions or defined terms of the indenture, these
provisions or defined terms are incorporated in this prospectus by reference.
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General
The
debt securities, when issued, will be obligations that constitute senior secured debt
or senior unsecured debt of Toll Corp., First
Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., as the case may be.
Toll Brothers, Inc. and any of its directly or indirectly
owned subsidiaries that guarantee the debt securities will guarantee the payment of the principal, premium, if any, and interest on
the debt securities when due, whether at maturity, by declaration of acceleration, call for
redemption or otherwise. This guarantee will be full and unconditional unless otherwise provided in
the prospectus supplement. See Guarantee of Debt Securities. The total principal amount of debt
securities which may be issued under the indenture will not be limited. Debt securities may be
issued under the indenture from time to time in one or more series. Unless the prospectus
supplement relating to the original offering of a particular series of debt securities indicates
otherwise, the issuer of that series of debt securities will have the ability to reopen the
previous issue of that series of debt securities and issue additional debt securities of that
series pursuant to an authorizing resolution, an officers certificate or an indenture supplement.
Because neither Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. nor Toll
Finance Corp. has any independent operations or generates any operating revenues, the funds
required to pay the principal, the premium, if any, and interest on the debt securities will come
from Toll Brothers, Inc. and its other subsidiaries. Except as otherwise stated in the prospectus
supplement, there is no legal or contractual restriction on the ability of Toll Brothers, Inc. or
the other subsidiaries of Toll Brothers, Inc. to provide these funds.
If the debt securities of any series issued by Toll Corp., First Huntingdon Finance Corp.,
Toll Brothers Finance Corp. or Toll Finance Corp. will be subordinated to any other indebtedness of
that issuer, the indebtedness of that issuer to which that series will be subordinated will be
referred to in the applicable authorizing resolution and prospectus supplement as senior
indebtedness of Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll
Finance Corp., as the case may be. The applicable authorizing resolution and prospectus supplement
will define that senior indebtedness and describe the terms of the subordination. Unless otherwise
stated in the prospectus supplement, the payment of principal, premium, if any, and interest on any
series of debt securities issued by Toll Corp., First Huntingdon Finance Corp., Toll Brothers
Finance Corp. or Toll Finance Corp. which is subordinated by its terms to other indebtedness of
that issuer will be subordinated in right of payment, in the manner and to the extent described in
the indenture under which that series is issued, to the prior payment in full of all senior
indebtedness of the issuer, as defined in the applicable authorizing resolution and prospectus
supplement, whether the senior indebtedness is outstanding on the date of the indenture or is
created, incurred, assumed or guaranteed after the date of the indenture.
The prospectus supplement relating to any series of debt securities that are offered by this
prospectus will name the issuer and describe the specific terms of that series of debt securities.
The prospectus supplement will describe, among other things, the following terms, to the extent
they are applicable to that series of debt securities:
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their title and, if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which they will be issuable; |
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their price or prices (expressed as a percentage of the respective aggregate principal
amount of the debt securities) at which they will be issued; |
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their total principal amount and, if applicable, the terms on which the principal amount
of the series may be increased by a subsequent offering of additional debt securities of
the same series; |
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the interest rate (which may be fixed or variable and which may be zero in the case of
certain debt securities issued at an issue price representing a discount from the principal
amount payable at maturity), the date or dates from which interest, if any, will accrue and
the circumstances, if any, in which the issuer may defer interest payments; |
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any special provisions for the payment of any additional amounts with respect to the
debt securities; |
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any provisions relating to the seniority or subordination of all or any portion of the
indebtedness evidenced by the securities to other indebtedness of the issuer; |
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the date or dates on which principal and premium, if any, are payable or the method of
determining those dates; |
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the dates and times at which interest, if any, will be payable, the record date for any
interest payment and the person to whom interest will be payable if other than the person
in whose name the debt security is registered at the close of business on the record date
for the interest payment; |
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the place or places where principal, premium, if any, and interest, if any, will be
payable; |
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the terms applicable to any original issue discount (as defined in the Internal
Revenue Code of 1986, as amended, and the related regulations), including the rate or rates
at which the original issue discount will accrue, and any special federal income tax and
other considerations; |
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the right or obligation, if any, of the issuer to redeem or purchase debt securities
under any sinking fund or analogous provisions or at the option of a holder of debt
securities, or otherwise, the conditions, if any, giving rise to the right or obligation
and the period or periods within which, and the price or prices at which and the terms and
conditions upon which, debt securities will be redeemed or purchased, in whole or in part,
and any provisions for the marketing of the debt securities; |
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if the amount of payments of principal, premium, if any, and interest, if any, is to be
determined by reference to an index, formula or other method, the manner in which these
amounts are to be determined and the calculation agent, if any, with respect to the
payments; |
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if other than the principal amount of the debt securities, the portion of the principal
amount of the debt securities which will be payable upon declaration or acceleration of the
stated maturity of the debt securities pursuant to an Event of Default, as defined in the
applicable indenture; |
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whether the debt securities will be issued in registered or bearer form and the terms of
these forms; |
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whether the debt securities will be issued in certificated or book-entry form and, if
applicable, the identity of the depositary; |
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any provision for electronic issuance or issuances in uncertificated form; |
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any listing of the debt securities on a securities exchange; |
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any events of default or covenants in addition to or in place of those described in this
prospectus; |
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the terms, if any, on which the debt securities will be convertible into or exchangeable
for other debt or equity securities, including without limitation the conversion price, the
conversion period and any other provisions in addition to or in place of those included in
this prospectus; |
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the collateral, if any, securing payments with respect to the debt securities and any
provisions relating to the collateral; |
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whether and upon what terms the debt securities may be defeased; and |
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any other material terms of that series of debt securities. |
Guarantee of Debt Securities
Each Guarantor (as that term is defined in the indenture) will guarantee, fully and
unconditionally unless otherwise provided in the prospectus supplement, the payment of the
principal, premium, if any, and interest on the debt securities as they become due, whether at
maturity, by declaration of acceleration, call for redemption or
otherwise. The terms of any guarantees of any debt securities will be
described in an applicable prospectus supplement.
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The assets of Toll Brothers, Inc. consist principally of the stock of its subsidiaries.
Therefore, the rights of Toll Brothers, Inc. and the rights of its creditors, including the holders
of debt securities fully and unconditionally guaranteed by Toll Brothers, Inc., to participate in
the assets of any subsidiary other than the issuer of those debt securities upon liquidation,
recapitalization or otherwise will be subject to the prior claims of that subsidiarys creditors
except to the extent that claims of Toll Brothers, Inc. itself as a creditor of the subsidiary may
be recognized. This includes the prior claims of the banks that have provided and are providing to
First Huntingdon Finance Corp. a revolving credit facility and a term loan under agreements
pursuant to which Toll Brothers, Inc. and its other subsidiaries, including Toll Corp., Toll
Brothers Finance Corp. and Toll Finance Corp., have guaranteed or will guarantee the obligations
owing to the banks under the revolving credit facility and the term loan.
Conversion of Debt Securities
Unless otherwise indicated in the prospectus supplement, the debt securities will not be
convertible into our common stock or into any other securities. The particular terms and conditions
of the conversion rights of any series of convertible debt securities other than those described
below will be described in the prospectus supplement.
Unless otherwise indicated in the prospectus supplement, and subject, if applicable, to prior
redemption at the option of the issuer of the debt securities, the holders of any series of
convertible debt securities will be entitled to convert the principal amount or a portion of the
principal amount which is an integral multiple of $1,000 at any time before the date specified in
the prospectus supplement for the series of debt securities into shares of our common stock at the
conversion price stated in the prospectus supplement, subject to adjustment as described below.
In the case of any debt security or portion of debt security called for redemption, conversion
rights will expire at the close of business on the second business day preceding the redemption
date.
We will not be required to issue fractional shares of common stock upon conversion of the debt
securities of a convertible series. Instead, we will pay a cash adjustment for any fractional
interest in a share of its common stock.
Convertible debt securities surrendered for conversion during the period from the close of
business on a Record Date, as defined in the applicable indenture, or the next preceding
Business Day, as defined in the applicable indenture, if the Record Date is not a Business Day,
preceding any Interest Payment Date, as defined in the applicable indenture, to the opening of
business on that Interest Payment Date, other than convertible debt securities or portions of
convertible debt securities called for redemption during the period, will be accompanied by payment
in next-day funds or other funds acceptable to us of an amount equal to the interest payable on the
Interest Payment Date on the principal amount of the convertible debt securities then being
converted. Except as described in the preceding sentence, no payment or adjustment will be made on
conversion of convertible debt securities on account of interest
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accrued on the debt securities surrendered for conversion or for dividends on the common stock
delivered on conversion. If an issuer of convertible debt securities defaults on the payment of
interest for which payment is made upon the surrender of those convertible debt securities for
conversion, the amount so paid will be returned to the party who made the payment.
The conversion price of the debt securities of a convertible series will be subject to
adjustment in certain events, including:
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the issuance of our common stock as a dividend or distribution on our common stock; |
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the subdivision, combination or reclassification of our outstanding common stock; |
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the issuance of rights or warrants, expiring within 45 days after the record date for
issuance, to the holders of our common stock generally entitling them to acquire shares of
our common stock at less than the common stocks then Current Market Price as defined in
the indenture; |
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the distribution to holders of our common stock, generally, of evidences of indebtedness
or our assets, excluding cash dividends paid from retained earnings and dividends or
distributions payable in stock for which adjustment is otherwise made; or |
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the distribution to the holders of our common stock, generally, of rights or warrants to
subscribe for our securities, other than those for which adjustment is otherwise made. |
There will be no upward adjustment in the conversion price except in the event of a reverse
stock split. We are not required to make any adjustment in the conversion price of less than 1%,
but the adjustment will be carried forward and taken into account in the computation of any
subsequent adjustment.
A conversion price adjustment or the failure to make a conversion price adjustment may, under
various circumstances, be deemed to be a distribution that could be taxable as a dividend under the
Internal Revenue Code to holders of debt securities or to holders of common stock.
There will be no adjustments to the conversion price of the debt securities of any convertible
series as discussed above in the following situations:
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any consolidation or merger to which we are a party other than a merger or consolidation
in which we are the continuing corporation; |
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any sale or conveyance to another corporation of our property as an entirety or
substantially as an entirety; or |
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any statutory exchange of securities with another corporation, including any exchange
effected in connection with a merger of a third corporation into us. |
However, the holder of each convertible debt security outstanding at that time will have the right
to convert the debt security into the kind and amount of securities, cash or other property which
the holder would have owned or have been entitled to receive immediately after the transaction if
the debt security was converted immediately before the effective date of the transaction.
Form, Exchange, Registration, Conversion, Transfer and Payment
Unless otherwise indicated in the prospectus supplement:
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each series of debt securities will be issued in registered form only, without coupons; |
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payment of principal, premium, if any, and interest, if any, on each series of the debt
securities will be payable at the office or agency of the issuer of that series maintained
for this purpose; and |
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the exchange, conversion and transfer of each series of debt securities may be
registered at the office or agency of the issuer of that series maintained for this purpose
and at any other office or agency maintained for this purpose. |
Subject to various exceptions described in the indenture, the issuer of each series of debt
securities will be entitled to charge a reasonable fee for the registration of transfer or exchange
of the debt securities of that series, including an amount sufficient to cover any tax or other
governmental charge imposed or expenses incurred in connection with the transfer or exchange.
All payments made by the issuer of a series of debt securities to the trustee and paying agent
for the payment of principal, premium, if any, and interest on the debt securities of that series
which remain unclaimed for two years after the principal, premium, if any, or interest has become
due and payable may be repaid to the issuer. Afterwards, the holder of the debt security may look
only to the issuer or, if applicable, Toll Brothers, Inc., and any of
its directly or indirectly owned subsidiaries that guarantee the debt
securities for payment.
Registered Global Securities
The registered debt securities of a series may be issued in whole or in part in the form of
one or more registered global debt securities. A registered global security is a security,
typically held by a depositary, that represents the beneficial interests of a number of purchasers
of the security. Any registered global debt securities will be deposited with and registered in the
name of a depositary or its nominee identified in the prospectus supplement. In this case, one or
more registered global securities will be issued, each in a denomination equal to the portion of
the total principal amount of outstanding registered debt securities of the series to be
represented by the registered global security.
Unless and until a registered global security is exchanged in whole or in part for debt
securities in definitive registered form, it may not be transferred except as a whole:
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by the depositary for the registered global security to a nominee for the depositary; |
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by a nominee of the depositary to the depositary or to another nominee of the
depositary; or |
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by the depositary or its nominee to a successor depositary or a nominee of a successor
depositary. |
The prospectus supplement relating to a particular series of debt securities will describe the
specific terms of the depositary arrangement involving any portion of a series of debt securities
to be represented by a registered global security. We anticipate that the following provisions will
apply to all depositary arrangements for debt securities:
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ownership of beneficial interests in a registered global security will be limited to
persons that have accounts with the depositary for the registered global security (each a
participant and, collectively, the participants) or persons holding interests through
the participants; |
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after the issuer of a series of debt securities issues the registered global security
for the series, the depositary will credit, on its book-entry registration and transfer
system, the participants accounts with the respective principal amounts of the debt
securities of that series represented by the registered global security beneficially owned
by the participants; |
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the underwriters, agents or dealers participating in the distribution of the debt
securities will designate the accounts to be credited; |
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only a participant or a person that may hold an interest through a participant may be
the beneficial owner of a registered global security; and |
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ownership of beneficial interests in the registered global security will be shown on,
and the transfer of that ownership interest will be effected only through, records
maintained by the depositary for the registered |
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global security for interests of the participants, and on the records of the participants
for interests of persons holding through the participants. |
The laws of some states may require that specified purchasers of securities take physical
delivery of the securities in definitive form. These laws may limit the ability of those persons to
own, transfer or pledge beneficial interests in registered global securities.
So long as the depositary for a registered global security, or its nominee, is the registered
owner of the registered global security, the depositary or its nominee, as the case may be, will be
considered the sole owner or holder of the debt securities represented by the registered global
security for all purposes under the indenture. Except as stated below, owners of beneficial
interests in a registered global security:
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will not be entitled to have the debt securities represented by a registered global
security registered in their names; |
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will not receive or be entitled to receive physical delivery of the debt securities in
definitive form; and |
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will not be considered the owners or holders of the debt securities under the indenture. |
Accordingly, each person owning a beneficial interest in a registered global security must
rely on the procedures of the depositary for the registered global security and, if the person is
not a participant, on the procedures of the participant through which the person owns its
interests, to exercise any rights of a holder under the indenture applicable to the registered
global security.
We understand that under existing industry practices, if we request any action of holders, or
if an owner of a beneficial interest in a registered global security desires to give or take any
action which a holder is entitled to give or take under the indenture, the depositary for the
registered global security would authorize the participants holding the relevant beneficial
interests to give or take the action, and the participants would authorize beneficial owners owning
through the participants to give or take the action or would otherwise act upon the instructions of
beneficial owners holding through them.
Principal, premium, if any, and interest payments on debt securities represented by a
registered global security registered in the name of a depositary or its nominee will be made to
the depositary or its nominee, as the case may be, as the registered owner of the registered global
security. None of the issuer of a series of debt securities, Toll
Brothers, Inc., any of Toll Brothers, Inc.s directly or
indirectly owned subsidiaries that guarantee the debt securities, the trustee under
the indenture nor any agent of any of them will be responsible or liable for any aspect of the
records relating to, or payments made on account of, beneficial ownership interests in the
registered global security for the series or for maintaining, supervising or reviewing any records
relating to the beneficial ownership interests.
We expect that the depositary for any debt securities represented by a registered global
security, upon receipt of any payment of principal, premium, if any, or interest in respect of the
registered global security, will immediately credit participants accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount of the registered
global security as shown on the depositarys records. We also expect that payments by participants
to owners of beneficial interests in a registered global security held through the participants
will be governed by standing customer instructions and customary practices, as is now the case with
the securities held for the accounts of customers in bearer form or registered in street name,
and will be the responsibility of the participants.
If the depositary for any debt securities represented by a registered global security is at
any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered
under the Exchange Act, we will appoint an eligible successor depositary. If we fail to appoint an
eligible successor depositary within 90 days, the debt securities will be issued in definitive form
in exchange for the registered global security. In addition, we may at any time and in its sole
discretion determine not to have any debt securities of a series represented by one or more
registered global securities. In that event, debt securities of that series will be issued in
definitive form in exchange for each registered global security representing the debt securities.
Any debt securities issued in definitive form in exchange for a registered global security will be
registered in such name or names as the depositary instructs the
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trustee. We expect that the instructions will be based upon directions received by the
depositary from the participants with respect to ownership of beneficial interests in the
registered global security.
Events of Default, Notice and Waiver
Unless otherwise indicated in the prospectus supplement, each of the following events will be
an Event of Default with respect to each series of debt securities issued under the indenture:
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A Guarantor (as defined in the indenture) or the issuer of that series of debt
securities fails to pay interest due on any debt securities of that series for 30 days; |
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A Guarantor or the issuer of that series of debt securities fails to pay the principal
of any debt securities of that series when due; |
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A Guarantor that is a Significant Subsidiary (as defined in the indenture) or the
issuer of that series of debt securities fails to perform any other agreements contained in
the debt securities of that series or in the guarantee relating to that series of debt
securities or contained in the indenture for that series of debt securities and applicable
to that series for a period of 60 days after the issuers receipt of notice of the default
from the trustee under the indenture or from the holders of at least 25% in principal of
the debt securities of that series; |
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default in the payment of indebtedness of the issuer of that series of debt securities,
Toll Brothers, Inc. or any Subsidiary (as defined in the indenture) of Toll Brothers,
Inc., including Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or
Toll Finance Corp., under the terms of the instrument evidencing or securing that
indebtedness which permits the holder of that indebtedness to: |
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accelerate the payment of an aggregate of more than $10,000,000 in principal
amount of the indebtedness, after the lapse of applicable grace periods; or |
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in the case of defaults other than payment defaults, accelerate the
indebtedness and the acceleration is not rescinded or annulled within 10 days
after the acceleration, |
provided that, subject to certain limitations described in the indenture, the term
indebtedness does not include for this purpose an acceleration of or default on certain
Non-Recourse Indebtedness, as that term is defined in the indenture and described below;
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an acceleration of, or a significant modification of the
terms of any outstanding debt securities identified in the indenture
(each of these
series of notes being referred to below as an Outstanding Series), occurs, provided that
on the date of the occurrence, the outstanding principal amount of at least one Outstanding
Series to which the occurrence relates exceeds $5,000,000; |
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any one of various events of bankruptcy, insolvency or reorganization specified in the
indenture occurs with respect to Toll Brothers, Inc., a Significant Subsidiary, or the
issuer of that series of debt securities; or |
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the guarantee of a Guarantor relating to that series of debt securities ceases to be in
full force and effect for any reason other than in accordance with its terms. |
Non-Recourse Indebtedness, as defined in the indenture, means indebtedness or other
obligations secured by a lien on property to the extent that the liability for the indebtedness or
other obligations is limited to the security of the property without liability on the part of Toll
Brothers, Inc. or any subsidiary (other than the subsidiary which holds title to the property) for
any deficiency.
The trustee is required to give notice to the holders of any series of debt securities within
90 days of a default with respect to that series of debt securities under the indenture. However,
the trustee may withhold notice to the
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holders of any series of debt securities, except in the case of a default in the payment of
principal, premium, if any, or interest, if any, with respect to that series, if the trustee
considers the withholding to be in the interest of the holders.
If an Event of Default occurs and is continuing for a series of debt securities, other than an
Event of Default resulting from certain events of bankruptcy, insolvency or reorganization with
respect to Toll Brothers, Inc. or the issuer of that series of debt securities, either the trustee
or the holders of at least 25% in principal amount of all of the outstanding debt securities of
that series may, by giving an acceleration notice to the issuer of that series of debt securities,
Toll Brothers, Inc., or the Trustee, declare the unpaid principal of and accrued and unpaid
interest on all of the debt securities of that series to be due and payable immediately.
If an Event of Default occurs with respect to a series of debt securities as a result of
certain events of bankruptcy, insolvency or reorganization with respect to Toll Brothers, Inc. or
the issuer of that series of debt securities, then the unpaid principal amount of all of the debt
securities of that series outstanding and any accrued and unpaid interest will automatically become
due and payable immediately without any declaration or other act by the trustee or any holder of
debt securities of that series.
At any time after a declaration of acceleration with respect to debt securities of any series
has been made, but before a judgment or decree based on acceleration has been obtained, the holders
of a majority in principal amount of the outstanding debt securities of that series may rescind the
acceleration, provided that, among other things, all Events of Default with respect to the
particular series, other than payment defaults caused by the acceleration, have been cured or
waived as provided in the indenture.
The holders of a majority in outstanding principal amount of the debt securities of a
particular series may generally waive an existing default with respect to that series and its
consequences in accordance with terms and conditions provided in the indenture. However, these
holders may not waive a default in the payment of the principal, any premium or any interest on the
debt securities.
Toll Brothers, Inc. and any issuer of debt securities offered by this prospectus will be
required to file annually with the trustee under the indenture a certificate, signed by an officer
of Toll Brothers, Inc. and the issuer, stating whether or not the officer knows of any default
under the terms of the indenture and providing a description of any default of which the officer
has knowledge.
Redemption
The prospectus supplement relating to a series of redeemable debt securities will describe the
rights or obligations of the issuer to redeem those debt securities and the procedure for
redemption.
Additional Provisions
Subject to the duty of the trustee to act with the required standard of care during a default,
the indenture provides that the trustee will be under no obligation to perform any duty or to
exercise any of its rights or powers under the indenture, unless the trustee receives indemnity
satisfactory to it against any loss, liability or expense. Subject to these provisions for the
indemnification of the trustee and various other conditions, the holders of a majority in total
principal amount of the outstanding debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the trustee, or
exercising any trust or power conferred on the trustee, with respect to the debt securities of that
series.
A holder of debt securities of a series will not have the right to pursue any remedy with
respect to the indenture or the debt securities of that series, unless:
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the holder gives to the trustee written notice of a continuing Event of Default; |
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the holders of not less than 25% in total principal amount of the outstanding debt
securities of that series make a written request to the trustee to pursue the remedy; |
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the holder offers the trustee indemnity satisfactory to it against any loss, liability
or expense; |
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the trustee fails to comply with the holders request within 60 days after receipt of
the written request and offer of indemnity; and |
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the trustee, during the same 60-day period, has not received from the holders of a
majority in principal amount of the outstanding debt securities of that series a direction
inconsistent with the aforementioned written request of holders. |
However, the holder of any debt security will have an absolute right to receive payment of the
principal of and interest on that debt security on or after the respective due dates expressed in
that debt security and to bring suit for the enforcement of any payment.
Covenants
The prospectus supplement relating to the debt securities of any series will describe any
special covenants applicable to the issuer of the series or Toll Brothers, Inc. with respect to
that series.
Merger or Consolidation
Neither Toll Brothers, Inc., nor any Guarantor, nor the issuer of a series of debt securities
offered by this prospectus may consolidate with or merge into, or transfer all or substantially all
of its assets to, any other person, unless:
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the other person is a corporation organized and existing under the laws of the United
States or a state thereof or the District of Columbia and expressly assumes by supplemental
indenture all the obligations of Toll Brothers, Inc., any Guarantor, or the issuer, as the
case may be, under the indenture and either the guarantees or the debt securities, as the
case may be; and |
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immediately after giving effect to the transaction no Default or Event of Default,
as these terms are defined in the indenture, has occurred and is continuing. |
Afterwards, all of the obligations of the predecessor corporation will terminate.
Modification of an Indenture
The
respective obligations of Toll Brothers, Inc., any of its directly or
indirectly owned subsidiaries that guarantee the debt securities, and the issuer of debt securities of any
series offered by this prospectus and the rights of the holders of those debt securities under the
indenture generally may be modified with the written consent of the holders of a majority in
outstanding principal amount of the debt securities of all series under the indenture affected by
the modification. However, without the consent of each affected holder of debt securities, no
amendment, supplement or waiver may, among other things:
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reduce the amount of debt securities whose holders must consent to an amendment,
supplement or waiver; |
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reduce the rate or extend the time for payment of interest on the debt securities; |
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reduce the principal amount of, or premium on, the debt securities; |
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change the maturity of any debt securities; |
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change the redemption provisions; |
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waive a default in the payment of the principal, premium, if any, or interest on any
series of debt securities; |
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modify the subordination or guarantee provisions in a manner adverse to holders of any
series of debt securities; |
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make the medium of payment other than that stated in the debt securities; |
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impair the right to bring suit for the enforcement of any of these payments; and |
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change the provisions regarding modifications to the indenture or waiver of Defaults or
Events of Default that will be effective against any holders of any series of debt
securities. |
Governing Law
The indenture, the debt securities and the guarantees will be governed by the laws of the
State of New York.
Satisfaction and Discharge of Indenture
Unless otherwise provided in the applicable authorizing resolution and prospectus supplement,
the indenture will be discharged:
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upon payment of all the series of debt securities issued under the indenture; or |
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upon deposit with the trustee, within one year of the date of maturity or redemption of
all of the series of debt securities issued under the indenture, of funds sufficient for
(a) the payment of principal of and interest on the securities to maturity or (b)
redemption of the securities. |
Reports to Holders of Debt Securities
As long as the securities issued under the indenture are outstanding, we will file with the
SEC our annual reports, quarterly reports and other periodic reports that we would be required to
file with the SEC in accordance with Section 13(a) or 15(d) of the Exchange Act, on or prior to the
dates we would be required to file such documents and regardless of whether or not we are subject
to Section 13(a) or 15(d). If our obligation to file these reports or information with the SEC is
not then permitted by the SEC, or if such filings are not generally available on the Internet free
of charge, we shall mail to the holders of such securities, at no cost to such holders, and file
with the Trustee, copies of the annual reports, quarterly reports and other periodic reports
required to be filed with the SEC by companies subject to Section 13(a) or 15(d). We will also
supply copies of such reports, promptly upon written request, to any prospective holder at our
cost.
As long as the securities issued under the indenture are outstanding and constitute
restricted securities under Rule 144 of the Securities Act, we will furnish to the holders of
such securities and to securities analysts and prospective investors, upon their request, a
statement of the nature of our business and the products and services we offer; and our most recent
balance sheet and profit and loss and retained earnings statements, and similar financial
statements for such part of the two preceding fiscal years, audited to the extent reasonably
available.
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DESCRIPTION OF SUBORDINATED DEBT SECURITIES AND GUARANTEES
Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. and Toll Finance Corp.
may issue debt securities from time to time in one or more series. Any series of debt securities
offered by Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance
Corp. will be offered together with the unconditional guarantees of Toll Brothers, Inc.
One or more series of the debt securities of Toll Corp., First Huntingdon Finance Corp., Toll
Brothers Finance Corp. or Toll Finance Corp. may be issued under a single indenture.
Alternatively, any series of debt securities may be issued under a separate indenture. The terms
applicable to each series of debt securities will be stated in the indenture and may be modified by
the resolution(s) authorizing that series of debt securities adopted by the board of directors, or
an officer or committee of officers authorized by the board of directors, of both the issuer of the
debt securities and Toll Brothers, Inc. under the applicable indenture. We refer in this prospectus
to the resolution(s) authorizing a series of debt securities as an authorizing resolution. Each
indenture under which any debt securities are issued, including the applicable authorizing
resolution(s), is referred to in this prospectus as an indenture, and collectively with any other
indentures, as the indentures. Each indenture will be entered into among Toll Corp., First
Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., as the obligor, Toll
Brothers, Inc., as the issuer of the related guarantees, and the institution named in the
prospectus supplement, as trustee.
The following is a description of certain general terms and provisions of the debt securities
we may offer by this prospectus. The name of the issuer and the particular terms of any series of
debt securities we offer, including the extent to which the general terms and provisions may apply
to that series of debt securities, will be described in a prospectus supplement relating to those
debt securities. Except as otherwise indicated in this prospectus or in the prospectus supplement,
the following description of indenture terms is applicable to, and each reference to the
indenture is a reference to, each indenture that Toll Corp., First Huntingdon Finance Corp., Toll
Brothers Finance Corp. or Toll Finance Corp. may enter into with respect to any series of debt
securities we may offer by this prospectus, unless the context otherwise requires.
The terms of any series of the debt securities include those stated in the applicable
indenture. Holders of each series of the debt securities are referred to the indenture for that
series, including the applicable authorizing resolution, for a statement of the terms. The
respective forms of the indenture for the debt securities of Toll Corp., First Huntingdon Finance
Corp., Toll Brothers Finance Corp. and Toll Finance Corp. are filed as exhibits to the registration
statement of which this prospectus is a part. Each indenture may be amended or modified for any
series of debt securities by an authorizing resolution which will be described in the prospectus
supplement, and the applicable authorizing resolution relating to any series of debt securities
offered pursuant to this prospectus will be filed as an exhibit to a report incorporated by
reference in this prospectus. The following summary of certain provisions of the debt securities
and the indenture is not complete. You should read all of the provisions of the indenture,
including the definitions contained in the indenture which are not otherwise defined in this
prospectus, and the prospectus supplement. Wherever we refer to particular provisions or defined
terms of the indenture, these provisions or defined terms are incorporated in this prospectus by
reference.
General
The debt securities, when issued, will be obligations that constitute either senior subordinated debt or subordinated debt of Toll Corp., First
Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., as the case may be.
Toll Brothers, Inc. will unconditionally guarantee the payment of the principal, premium, if any,
and interest on the debt securities when due, whether at maturity, by declaration of acceleration,
call for redemption or otherwise. See Guarantee of Debt Securities. The total principal amount of
debt securities which may be issued under the indenture will not be limited. Debt securities may be
issued under the indenture from time to time in one or more series. Unless the prospectus
supplement relating to the original offering of a particular series of debt securities indicates
otherwise, the issuer of that series of debt securities will have the ability to reopen the
previous issue of that series of debt securities and issue additional debt securities of that
series pursuant to an authorizing resolution, an officers certificate or an indenture supplement.
Because neither Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. nor Toll
Finance Corp. has any independent operations or generates any operating revenues, the funds
required to pay the principal, the premium, if any, and interest on the debt securities will come
from Toll Brothers, Inc. and its other subsidiaries. Except as otherwise stated in the
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prospectus supplement, there is no legal or contractual restriction on the ability of Toll
Brothers, Inc. or the other subsidiaries of Toll Brothers, Inc. to provide these funds.
If the debt securities of any series issued by Toll Corp., First Huntingdon Finance Corp.,
Toll Brothers Finance Corp. or Toll Finance Corp. will be subordinated to any other indebtedness
of that issuer, the indebtedness of that issuer to which that series will be subordinated will be
referred to in the applicable authorizing resolution and prospectus supplement as senior
indebtedness of Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll
Finance Corp., as the case may be. The applicable authorizing resolution and prospectus supplement
will define that senior indebtedness and describe the terms of the subordination. Unless otherwise
stated in the prospectus supplement, the payment of principal, premium, if any, and interest on any
series of debt securities issued by Toll Corp., First Huntingdon Finance Corp., Toll Brothers
Finance Corp. or Toll Finance Corp. which is subordinated by its terms to other indebtedness of
that issuer will be subordinated in right of payment, in the manner and to the extent described in
the indenture under which that series is issued, to the prior payment in full of all senior
indebtedness of the issuer, as defined in the applicable authorizing resolution and prospectus
supplement, whether the senior indebtedness is outstanding on the date of the indenture or is
created, incurred, assumed or guaranteed after the date of the indenture.
The prospectus supplement relating to any series of debt securities that are offered by this
prospectus will name the issuer and describe the specific terms of that series of debt securities.
The prospectus supplement will describe, among other things, the following terms, to the extent
they are applicable to that series of debt securities:
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their title and, if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which they will be issuable; |
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their price or prices (expressed as a percentage of the respective aggregate
principal amount of the debt securities) at which they will be issued; |
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their total principal amount and, if applicable, the terms on which the principal
amount of the series may be increased by a subsequent offering of additional debt
securities of the same series; |
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the interest rate (which may be fixed or variable and which may be zero in the case
of certain debt securities issued at an issue price representing a discount from the
principal amount payable at maturity), the date or dates from which interest, if any,
will accrue and the circumstances, if any, in which the issuer may defer interest
payments; |
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any special provisions for the payment of any additional amounts with respect to the
debt securities; |
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any provisions relating to the seniority or subordination of all or any portion of
the indebtedness evidenced by the securities to other indebtedness of the issuer; |
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the date or dates on which principal and premium, if any, are payable or the method
of determining those dates; |
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the dates and times at which interest, if any, will be payable, the record date for
any interest payment and the person to whom interest will be payable if other than the
person in whose name the debt security is registered at the close of business on the
record date for the interest payment; |
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the place or places where principal of, premium, if any, and interest, if any, will
be payable; |
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the terms applicable to any original issue discount (as defined in the Internal
Revenue Code of 1986, as amended, and the related regulations), including the rate or
rates at which the original issue discount will accrue, and any special federal income
tax and other considerations; |
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the right or obligation, if any, of the issuer to redeem or purchase debt securities
under any sinking fund or analogous provisions or at the option of a holder of debt
securities, or otherwise, the conditions, if any, giving rise to the right or
obligation and the period or periods within which, and the price or prices at which and
the terms and conditions upon which, debt securities will be redeemed or purchased, in
whole or in part, and any provisions for the marketing of the debt securities; |
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if the amount of payments of principal, premium, if any, and interest, if any, is to
be determined by reference to an index, formula or other method, the manner in which
these amounts are to be determined and the calculation agent, if any, with respect to
the payments; |
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if other than the principal amount of the debt securities, the portion of the
principal amount of the debt securities which will be payable upon declaration or
acceleration of the stated maturity of the debt securities pursuant to an Event of
Default, as defined in the applicable indenture; |
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whether the debt securities will be issued in registered or bearer form and the
terms of these forms; |
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whether the debt securities will be issued in certificated or book-entry form and,
if applicable, the identity of the depositary; |
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any provision for electronic issuance or issuances in uncertificated form; |
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any listing of the debt securities on a securities exchange; |
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any events of default or covenants in addition to or in place of those described in
this prospectus; |
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the terms, if any, on which the debt securities will be convertible into or
exchangeable for other debt or equity securities, including without limitation the
conversion price, the conversion period and any other provisions in addition to or in
place of those included in this prospectus; |
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the collateral, if any, securing payments with respect to the debt securities and
any provisions relating to the collateral; |
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whether and upon what terms the debt securities may be defeased; and |
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any other material terms of that series of debt securities. |
Guarantee of Debt Securities
Toll Brothers, Inc. will guarantee, fully and unconditionally unless otherwise provided in the
prospectus supplement, the payment of the principal, premium, if any, and interest on the debt
securities as they become due, whether at maturity, by declaration of acceleration, call for
redemption or otherwise. The terms of any guarantees of any debt
securities will be described in an applicable prospectus supplement.
The assets of Toll Brothers, Inc. consist principally of the stock of its subsidiaries.
Therefore, the rights of Toll Brothers, Inc. and the rights of its creditors, including the holders
of debt securities unconditionally guaranteed by Toll Brothers, Inc., to participate in the assets
of any subsidiary other than the issuer of those debt securities upon liquidation, recapitalization
or otherwise will be subject to the prior claims of that subsidiarys creditors except to the
extent that claims of Toll Brothers, Inc. itself as a creditor of the subsidiary may be
recognized. This includes the prior
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claims of the banks that have provided and are providing First Huntingdon Finance Corp. a
revolving credit facility under an agreement pursuant to which Toll Brothers, Inc. and its other
subsidiaries, including Toll Corp., Toll Brothers Finance Corp. and Toll Finance Corp., have
guaranteed or will guarantee the obligations owing to the banks under the revolving credit
facility.
Conversion of Debt Securities
Unless otherwise indicated in the prospectus supplement, the debt securities will not be
convertible into our common stock or into any other securities. The particular terms and conditions
of the conversion rights of any series of convertible debt securities other than those described
below will be described in the prospectus supplement.
Unless otherwise indicated in the prospectus supplement, and subject, if applicable, to prior
redemption at the option of the issuer of the debt securities, the holders of any series of
convertible debt securities will be entitled to convert the principal amount or a portion of the
principal amount which is an integral multiple of $1,000 at any time before the date specified in
the prospectus supplement for the series of debt securities into shares of our common stock at the
conversion price stated in the prospectus supplement, subject to adjustment as described below.
In the case of any debt security or portion of debt security called for redemption, conversion
rights will expire at the close of business on the second business day preceding the redemption
date.
We will not be required to issue fractional shares of common stock upon conversion of the debt
securities of a convertible series. Instead, we will pay a cash adjustment for any fractional
interest in a share of its common stock.
Convertible debt securities surrendered for conversion during the period from the close of
business on a Record Date, as defined in the applicable indenture, or the next preceding
Business Day, as defined in the applicable indenture, if the Record Date is not a Business Day,
preceding any Interest Payment Date, as defined in the applicable indenture, to the opening of
business on that Interest Payment Date, other than convertible debt securities or portions of
convertible debt securities called for redemption during the period, will be accompanied by payment
in next-day funds or other funds acceptable to us of an amount equal to the interest payable on the
Interest Payment Date on the principal amount of the convertible debt securities then being
converted. Except as described in the preceding sentence, no payment or adjustment will be made on
conversion of convertible debt securities on account of interest accrued on the debt securities
surrendered for conversion or for dividends on the common stock delivered on conversion. If an
issuer of convertible debt securities defaults on the payment of interest for which payment is made
upon the surrender of those convertible debt securities for conversion, the amount so paid will be
returned to the party who made the payment.
The conversion price of the debt securities of a convertible series will be subject to
adjustment in certain events, including:
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the issuance of our common stock as a dividend or distribution on our common stock; |
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the subdivision, combination or reclassification of our outstanding common stock; |
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the issuance of rights or warrants, expiring within 45 days after the record date for
issuance, to the holders of our common stock generally entitling them to acquire shares of
our common stock at less than the common stocks then Current Market Price as defined in
the indenture; |
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the distribution to holders of our common stock, generally, of evidences of indebtedness
or our assets, excluding cash dividends paid from retained earnings and dividends or
distributions payable in stock for which adjustment is otherwise made; or |
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the distribution to the holders of our common stock, generally, of rights or warrants to
subscribe for our securities, other than those for which adjustment is otherwise made. |
There will be no upward adjustment in the conversion price except in the event of a reverse
stock split. Toll Brothers, Inc. is not required to make any adjustment in the conversion price of
less than 1%, but the adjustment will be carried forward and taken into account in the computation
of any subsequent adjustment.
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A conversion price adjustment or the failure to make a conversion price adjustment may, under
various circumstances, be deemed to be a distribution that could be taxable as a dividend under the
Internal Revenue Code to holders of debt securities or to holders of common stock.
There will be no adjustments to the conversion price of the debt securities of any convertible
series as discussed above in the following situations:
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any consolidation or merger to which we are a party other than a merger or
consolidation in which we are the continuing corporation; |
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any sale or conveyance to another corporation of our property as an entirety or
substantially as an entirety; or |
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any statutory exchange of securities with another corporation, including any
exchange effected in connection with a merger of a third corporation into us |
However, the holder of each convertible debt security outstanding at that time will have the
right to convert the debt security into the kind and amount of securities, cash or other property
which the holder would have owned or have been entitled to receive immediately after the
transaction if the debt security was converted immediately before the effective date of the
transaction.
Form, Exchange, Registration, Conversion, Transfer and Payment
Unless otherwise indicated in the prospectus supplement:
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each series of debt securities will be issued in registered form only, without
coupons; |
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payment of principal, premium, if any, and interest, if any, on each series of the
debt securities will be payable at the office or agency of the issuer of that series
maintained for this purpose; and |
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the exchange, conversion and transfer of each series of debt securities may be
registered at the office or agency of the issuer of that series maintained for this
purpose and at any other office or agency maintained for this purpose. |
Subject to various exceptions described in the indenture, the issuer of each series of debt
securities will be entitled to charge a reasonable fee for the registration of transfer or exchange
of the debt securities of that series, including an amount sufficient to cover any tax or other
governmental charge imposed or expenses incurred in connection with the transfer or exchange.
All payments made by the issuer of a series of debt securities to the trustee and paying agent
for the payment of principal, premium, if any, and interest on the debt securities of that series
which remain unclaimed for two years after the principal, premium, if any, or interest has become
due and payable may be repaid to the issuer. Afterwards, the holder of the debt security may look
only to the issuer or, if applicable, Toll Brothers, Inc., for payment.
Registered Global Securities
The registered debt securities of a series may be issued in whole or in part in the form of
one or more registered global debt securities. A registered global security is a security,
typically held by a depositary, that represents the beneficial interests of a number of purchasers
of the security. Any registered global debt securities will be deposited with and registered in the
name of a depositary or its nominee identified in the prospectus supplement. In this case, one or
more registered global securities will be issued, each in a denomination equal to the portion of
the total principal amount of outstanding registered debt securities of the series to be
represented by the registered global security.
Unless and until a registered global security is exchanged in whole or in part for debt
securities in definitive registered form, it may not be transferred except as a whole:
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by the depositary for the registered global security to a nominee for the
depositary; |
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by a nominee of the depositary to the depositary or to another nominee |
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of the depositary; or |
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by the depositary or its nominee to a successor depositary or a nominee of a
successor depositary. |
The prospectus supplement relating to a particular series of debt securities will describe the
specific terms of the depositary arrangement involving any portion of a series of debt securities
to be represented by a registered global security. We anticipate that the following provisions will
apply to all depositary arrangements for debt securities:
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ownership of beneficial interests in a registered global security will be limited to
persons that have accounts with the depositary for the registered global security (each
a participant and, collectively, the participants) or persons holding interests
through the participants; |
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after the issuer of a series of debt securities issues the registered global
security for the series, the depositary will credit, on its book-entry registration and
transfer system, the participants accounts with the respective principal amounts of
the debt securities of that series represented by the registered global security
beneficially owned by the participants; |
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the underwriters, agents or dealers participating in the distribution of the debt
securities will designate the accounts to be credited; |
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only a participant or a person that may hold an interest through a participant may
be the beneficial owner of a registered global security; and |
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ownership of beneficial interests in the registered global security will be shown
on, and the transfer of that ownership interest will be effected only through, records
maintained by the depositary for the registered global security for interests of the
participants, and on the records of the participants for interests of persons holding
through the participants. |
The laws of some states may require that specified purchasers of securities take physical
delivery of the securities in definitive form. These laws may limit the ability of those persons to
own, transfer or pledge beneficial interests in registered global securities.
So long as the depositary for a registered global security, or its nominee, is the registered
owner of the registered global security, the depositary or its nominee, as the case may be, will be
considered the sole owner or holder of the debt securities represented by the registered global
security for all purposes under the indenture. Except as stated below, owners of beneficial
interests in a registered global security:
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will not be entitled to have the debt securities represented by a registered global
security registered in their names; |
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will not receive or be entitled to receive physical delivery of the debt |
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securities in definitive form; and |
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will not be considered the owners or holders of the debt securities under the
indenture. |
Accordingly, each person owning a beneficial interest in a registered global security must
rely on the procedures of the depositary for the registered global security and, if the person is
not a participant, on the procedures of the participant through which the person owns its
interests, to exercise any rights of a holder under the indenture applicable to the registered
global security.
We understand that under existing industry practices, if we request any action of holders, or
if an owner of a beneficial interest in a registered global security desires to give or take any
action which a holder is entitled to give or take under the indenture, the depositary for the
registered global security would authorize the participants holding the relevant beneficial
interests to give or take the action, and the participants would authorize beneficial owners owning
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through the participants to give or take the action or would otherwise act upon the
instructions of beneficial owners holding through them.
Principal, premium, if any, and interest payments on debt securities represented by a
registered global security registered in the name of a depositary or its nominee will be made to
the depositary or its nominee, as the case may be, as the registered owner of the registered global
security. Neither the issuer of a series of debt securities, Toll Brothers, Inc., the trustee under
the indenture nor any other agent of any of them will be responsible or liable for any aspect of
the records relating to, or payments made on account of, beneficial ownership interests in the
registered global security for the series or for maintaining, supervising or reviewing any records
relating to the beneficial ownership interests.
We expect that the depositary for any debt securities represented by a registered global
security, upon receipt of any payment of principal, premium, if any, or interest in respect of the
registered global security, will immediately credit participants accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount of the registered
global security as shown on the depositarys records. We also expect that payments by participants
to owners of beneficial interests in a registered global security held through the participants
will be governed by standing customer instructions and customary practices, as is now the case with
the securities held for the accounts of customers in bearer form or registered in street name,
and will be the responsibility of the participants.
If the depositary for any debt securities represented by a registered global security is at
any time
unwilling or unable to continue as depositary or ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, Toll Brothers, Inc. will appoint an eligible successor
depositary. If Toll Brothers, Inc. fails to appoint an eligible successor depositary within 90
days, the debt securities will be issued in definitive form in exchange for the registered global
security. In addition, Toll Brothers, Inc. may at any time and in its sole discretion determine not
to have any debt securities of a series represented by one or more registered global securities.
In that event, debt securities of that series will be issued in definitive form in exchange for
each registered global security representing the debt securities. Any debt securities issued in
definitive form in exchange for a registered global security will be registered in such name or
names as the depositary instructs the trustee. We expect that the instructions will be based upon
directions received by the depositary from the participants with respect to ownership of beneficial
interests in the registered global security.
Events of Default, Notice and Waiver
Unless otherwise indicated in the prospectus supplement, each of the following events will be
an Event of Default with respect to each series of debt securities issued under the indenture:
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Toll Brothers, Inc. or the issuer of that series of debt securities fails to pay
interest due on any debt securities of that series for 30 days; |
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Toll Brothers, Inc. or the issuer of that series of debt securities fails to pay the
principal of any debt securities of that series when due; |
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Toll Brothers, Inc. or the issuer of that series of debt securities fails to perform
any other agreements contained in the debt securities of that series or in the
guarantee relating to that series of debt securities or contained in the indenture for
that series of debt securities and applicable to that series for a period of 60 days
after the issuers receipt of notice of the default from the trustee under the
indenture or the holders of at least 25% in principal of the debt securities of that
series; |
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default in the payment of indebtedness of Toll Brothers, Inc. or any Subsidiary,
as defined in the indenture of Toll Brothers, Inc., including Toll Corp., First
Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., under the
terms of the instrument evidencing or securing the indebtedness which permits the
holder of the indebtedness to accelerate the payment of in excess of an aggregate of
$5,000,000 in principal amount of the indebtedness, after the lapse of applicable grace
periods or, in the case of non-payment defaults, acceleration of the indebtedness if
the acceleration is not rescinded or annulled within 10 days after the acceleration,
provided that, subject to certain limitations described in the indenture, the term
indebtedness does not include for this purpose an acceleration of or default on
certain Non-Recourse Indebtedness, as that term is defined in the indenture; |
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a final judgment for the payment of money in an amount in excess of $5,000,000 is
entered against Toll Brothers, Inc. or any subsidiary (as defined in the indenture) of
Toll Brothers, Inc., including Toll Corp., First Huntingdon Finance Corp., Toll
Brothers Finance Corp. or Toll Finance Corp., which remains undischarged for a period
during which execution is not effectively stayed of 60 days after the date on which the
right to appeal has expired, provided that the term final judgment will not include a
Non-Recourse Judgment, as that term is defined in the indenture, unless the book
value of all property, net of any previous write downs or reserves in respect of the
property, subject to the Non-Recourse Judgment exceeds the amount of the Non-Recourse
Judgment by more than $10,000,000; |
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an Event of Default, as that term is defined in the indenture relating to any outstanding debt securities identified in the indenture (each of these series of notes being referred to below as an Outstanding
Series), occurs, provided that on the date of the occurrence, the outstanding
principal amount of at least one Outstanding Series to which the occurrence relates
exceeds $5,000,000; |
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any one of various events of bankruptcy, insolvency or reorganization specified in
the indenture occurs with respect to Toll Brothers, Inc. or the issuer of that series
of debt securities; or |
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the guarantee of Toll Brothers, Inc. relating to that series of debt securities
ceases to be in full force and effect for any reason other than in accordance with its
terms. |
Non-Recourse Indebtedness, as defined in the indenture, means indebtedness or other
obligations secured by a lien on property to the extent that the liability for the indebtedness or
other obligations is limited to the security of the property without liability on the part of Toll
Brothers, Inc. or any subsidiary, other than the subsidiary which holds title to the property, for
any deficiency.
Non-Recourse Judgment, as defined in the indenture, means a judgment in respect of
indebtedness or other obligations secured by a lien on property to the extent that the liability
for (1) the indebtedness or other obligations and (2) the judgment is limited to the property
without liability on the part of Toll Brothers, Inc. or any subsidiary, other than the subsidiary
which holds title to the property, for any deficiency.
The trustee is required to give notice to the holders of any series of debt securities within
90 days of a default with respect to that series of debt securities under the indenture. However,
the trustee may withhold notice to the holders of any series of debt securities, except in the case
of a default in the payment of principal, premium, if any, or interest, if any, with respect to
that series, if the trustee considers the withholding to be in the interest of the holders.
If an Event of Default for the debt securities of any series at the time outstanding, other
than an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization
with respect to Toll Brothers, Inc. or the issuer of that series of debt securities, occurs and is
continuing, either the trustee or the holders of at least 25% in principal amount of all of the
outstanding debt securities of that series may, by giving an acceleration notice to the issuer of
that series of debt securities, declare the unpaid principal of and accrued and unpaid interest on
all of the debt securities of that series to be due and payable if, with respect to debt securities
of that series (1) (a) no designated senior debt of Toll Brothers, Inc. or the issuer of that
series of debt securities is outstanding, or (b) if the debt securities of that series are not
subordinated to other indebtedness of the issuer of that series of debt securities, immediately; or
(2) if designated senior debt of Toll Brothers, Inc. or the issuer of that series of debt
securities is outstanding and the debt securities of that series are junior to other indebtedness
of the issuer of that series of debt securities, upon the earlier of (A) ten days after the
acceleration notice is received by the issuer of that series of debt securities or (B) the
acceleration of any senior indebtedness of Toll Brothers, Inc. or the issuer of that series of debt
securities. The designated senior debt of Toll Brothers, Inc. is referred to in the indenture as
Designated Senior Debt of the Guarantor and the designated senior debt of Toll Corp., First
Huntingdon Finance Corp., Toll Brothers Finance Corp. or Toll Finance Corp., as the case may be, is
referred to in the indenture for that issuers debt securities as Designated Senior Debt of the
Company, and each, as defined in the indenture, may be further defined in the prospectus
supplement.
If an Event of Default occurs with respect to a series of debt securities as a result of
certain events of bankruptcy, insolvency or reorganization with respect to Toll Brothers, Inc. or
the issuer of that series of debt securities, then the unpaid principal amount of all of the debt
securities of that series outstanding, and any accrued and
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unpaid interest, will automatically become due and payable immediately without any declaration
or other act by the trustee or any holder of debt securities of that series. At any time after a
declaration of acceleration with respect to debt securities of any series has been made, but before
a judgment or decree based on acceleration has been obtained, the holders of a majority in
principal amount of the outstanding debt securities of that series may rescind the acceleration,
provided that, among other things, all Events of Default with respect to the particular series,
other than payment defaults caused by the acceleration, have been cured or waived as provided in
the indenture.
The holders of a majority in outstanding principal amount of the debt securities of a
particular series may generally waive an existing default with respect to that series and its
consequences in accordance with terms and conditions provided in the indenture. However, these
holders may not waive a default in the payment of the principal, any premium or any interest on the
debt securities.
Toll Brothers, Inc. and any issuer of debt securities offered by this prospectus will be
required to file annually with the trustee under the indenture a certificate, signed by an officer
of Toll Brothers, Inc. and the issuer, stating whether or not the officer knows of any default
under the terms of the indenture and providing a description of any default of which the officer
has knowledge.
Additional Provisions
Subject to the duty of the trustee to act with the required standard of care during a default,
the indenture provides that the trustee will be under no obligation to perform any duty or to
exercise any of its rights or powers under the indenture, unless the trustee receives indemnity
satisfactory to it against any loss, liability or expense. Subject to these provisions for the
indemnification of the trustee and various other conditions, the holders of a majority in total
principal amount of the outstanding debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the trustee, or
exercising any trust or power conferred on the trustee, with respect to the debt securities of that
series.
A holder of debt securities of a series will not have the right to pursue any remedy with
respect to the indenture or the debt securities of that series, unless:
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the holder gives to the trustee written notice of a continuing Event of Default; |
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the holders of not less than 25% in total principal amount of the outstanding debt
securities of that series make a written request to the trustee to pursue the remedy; |
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the holder offers the trustee indemnity satisfactory to it against any loss,
liability or expense; |
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the trustee fails to comply with the holders request within 60 days after receipt
of the written request and offer of indemnity; and |
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the trustee, during the same 60-days, has not received from the holders of a
majority in principal amount of the outstanding debt securities of that series a
direction inconsistent with the aforementioned written request of holders. |
However, the holder of any debt security will have an absolute right to receive payment of the
principal of and interest on that debt security on or after the respective due dates expressed in
that debt security and to bring suit for the enforcement of any payment.
Covenants
The prospectus supplement relating to the debt securities of any series will describe any
special covenants applicable to the issuer of the series or Toll Brothers, Inc. with respect to
that series.
Merger or Consolidation
Neither Toll Brothers, Inc. nor the issuer of a series of debt securities offered by this
prospectus may consolidate with or merge into, or transfer all or substantially all of its assets
to, any other person without the consent of the holders of that series of debt securities, unless:
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the other person is a corporation organized and existing under the laws of the
United States or a state thereof or the District of Columbia and expressly assumes by
supplemental indenture all the obligations of Toll Brothers, Inc. or the issuer, as the
case may be, under the indenture
and either the guarantees or the debt securities, as the case may be; and |
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immediately after giving effect to the transaction no Default or Event of
Default, as these terms are defined in the indenture, has occurred and is continuing.
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Afterwards, all of the obligations of the predecessor corporation will terminate. |
Modification of an Indenture
The respective obligations of Toll Brothers, Inc. and the issuer of debt securities of any
series offered by this prospectus and the rights of the holders of those debt securities under the
indenture generally may be modified with the consent of the holders of a majority in outstanding
principal amount of the debt securities of all series under the indenture affected by the
modification. However, without the consent of each affected holder of debt securities, no
amendment, supplement or waiver may:
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extend the maturity of any debt securities; |
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reduce the rate or extend the time for payment of interest on the debt securities; |
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reduce the principal amount of, or premium on, the debt securities; |
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change the redemption provisions; |
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make a change that adversely affects the right to convert or the conversion price
for any series of convertible debt securities; |
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reduce the amount of debt securities whose holders must consent to an amendment,
supplement or waiver; |
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waive a default in the payment of the principal, premium, if any, or interest on any
series of debt securities; |
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modify the subordination or guarantee provisions in a manner adverse to holders of
any series of debt securities; |
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make the medium of payment other than that stated in the debt securities; |
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make any change in the right of any holder of debt securities to receive payment of
principal of, premium, if any, and interest on those debt securities, or to bring suit
for the enforcement of any of these payments; and |
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change the provisions regarding modifications to the indenture or waiver of Defaults
or Events of Default that will be effective against any holders of any series of debt
securities. |
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Governing Law
The indenture, the debt securities and the guarantees will be governed by the laws of the
State of New York.
Satisfaction and Discharge of Indenture
Unless otherwise provided in the applicable authorizing resolution and prospectus supplement,
the indenture will be discharged:
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upon payment of all the series of debt securities issued under the indenture; or |
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upon deposit with the trustee, within one year of the date of maturity or redemption
of all of the series of debt securities issued under the indenture, of funds sufficient
for the payment or redemption of the securities. |
Reports to Holders of Debt Securities
We file with the trustee copies of our annual reports and other information, documents and
reports that we file with the SEC. So long as our obligation to file these reports or information
with the SEC is suspended or terminated, we will provide the trustee with audited annual financial
statements prepared in accordance with generally accepted accounting principles and unaudited
condensed quarterly financial statements. These financial statements will be accompanied by
managements discussion and analysis of the results of our operations and financial condition for
the period reported upon in substantially the form required under the rules and regulations of the
SEC then in effect.
PLAN OF DISTRIBUTION
We may offer and sell the securities to which this prospectus relates in any one or more of
the following ways:
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directly to purchasers; |
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to or through underwriters; |
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to or through dealers; or |
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to or through agents. |
Each time we sell securities, we will provide a prospectus supplement that will name any
underwriter, dealer or agent involved in the offer and sale of the securities. The prospectus
supplement will also set forth the terms of the offering, including the purchase price of the
securities and the proceeds to the issuer(s) from the sale of the securities, any underwriting
discounts and other items constituting underwriters compensation, any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers and any securities
exchanges on which the securities may be listed.
The securities may be distributed from time to time in one or more transactions:
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at a fixed price or prices, which may be changed; |
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at market prices prevailing at the time of sale; |
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at prices related to prevailing market prices; or |
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at negotiated prices. |
Each time we sell securities, we will describe the method of distribution of the securities in
the prospectus supplement relating to the transaction.
If underwriters are used in the offer and sale of the securities being offered by this
prospectus, the name of each managing underwriter, if any, and any other underwriters and the terms
of the transaction, including any underwriting discounts and other items constituting compensation
of the underwriters and dealers, if any, will be
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included in the prospectus supplement relating to the offering. The securities will be
acquired by the underwriters for their own accounts and may be resold from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. Any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers may be changed from time to time.
If a dealer is used in the sale of the securities being offered by this prospectus, the
issuer(s) of the securities will sell those securities to the dealer, as principal. The dealer may
then resell those securities to the public at varying prices to be determined by the dealer at the
time of resale. The name of the dealer and the terms of the transaction will be identified in the
prospectus supplement.
If an agent is used in an offering of securities being offered by this prospectus, the agent
will be named and the terms of the agency will be described in the prospectus supplement relating
to the offering. Unless otherwise indicated in the prospectus supplement, an agent will act on a
best efforts basis for the period of its appointment.
Offers to purchase the securities offered by this prospectus may be solicited, and sales of
the securities may be made, by the issuer(s) of those securities directly to institutional
investors or others, who may be deemed to be underwriters within the meaning of the Securities Act
of 1933 with respect to any resales of the securities. The terms of any offer made in this manner
will be included in the prospectus supplement relating to the offer.
If indicated in the prospectus supplement, the issuer(s) of the securities to which the
prospectus supplement relates will authorize underwriters or their other agents to solicit offers
by certain institutional investors to purchase securities from the issuer(s) pursuant to contracts
providing for payment and delivery at a future date. Institutional investors with which these
contracts may be made include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and others. In all cases, these
purchasers must be approved by the issuer(s) of the securities. The obligations of any purchaser
under any of these contracts will not be subject to any conditions except that (a) the purchase of
the securities must not at the time of delivery be prohibited under the laws of any jurisdiction to
which that purchaser is subject and (b) if the securities are also being sold to underwriters, the
issuer(s) must have sold to these underwriters the securities not subject to delayed delivery.
Underwriters and other agents will not have any responsibility in respect of the validity or
performance of these contracts.
In addition, the securities offered by this prospectus and an accompanying prospectus
supplement may be offered and sold by the holders of the securities in one or more of the
transactions described above, which transactions may be effected at any time and from time to time.
Upon a sale of securities made in this manner, the respective holders of the securities and any
participating broker, dealer or underwriter may be deemed to be underwriters within the meaning of
Section 2(11) of the Securities Act of 1933, and any commissions, discounts or concessions upon the
sale, or any profit on the resale of the securities, received in connection with the sale may be
deemed to be underwriting commissions or discounts under the Securities Act of 1933. The
compensation, including commissions, discounts, concessions and other profits, received by any
broker, dealer or underwriter in connection with the sale of any of the securities, may be less
than or in excess of customary commissions.
Some of the underwriters, dealers or agents we may use in any offering of securities under
this prospectus may be customers of, including borrowers from, engage in transactions with, and
perform services for us or our affiliates in the ordinary course of business. Underwriters,
dealers, agents and other persons may be entitled, under agreements which may be entered into with
us to indemnification against and contribution toward certain civil liabilities, including
liabilities under the Securities Act, and to be reimbursed by us for certain expenses.
Until the distribution of the securities offered by this prospectus is completed, rules of the
SEC may limit the ability of the underwriters and certain selling group members, if any, to bid for
and purchase the securities. As an exception to these rules, the representatives of the
underwriters, if any, are permitted to engage in certain transactions that stabilize the price of
the securities. These transactions may consist of bids or purchases for the purpose of pegging,
fixing or maintaining the price of the securities.
If underwriters create a short position in the securities in connection with the offering of
the securities (i.e., if they sell more securities than are included on the cover page of the
prospectus supplement), the representatives of the underwriters may reduce that short position by
purchasing securities in the open market. The representatives of the underwriters also may elect to
reduce any short position by exercising all or part of the over-allotment option, if any, described
in the prospectus supplement.
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The representatives of the underwriters also may impose a penalty bid on certain underwriters
and selling group members. This means that if the representatives purchase securities in the open
market to reduce the underwriters short position or to stabilize the price of the securities, they
may reclaim the amount of the selling concession from the underwriters and selling group members
who sold those securities as part of the offering of the securities.
In general, purchases of a security for the purpose of stabilization or to reduce a syndicate
short position could cause the price of the security to be higher than it might otherwise be in the
absence of these types of purchases. The imposition of a penalty bid might have an effect on the
price of a security to the extent that it were to discourage resales of the security by purchasers
in the offering.
Neither we nor any of the underwriters, if any, makes any representation or prediction as to
the direction or magnitude of any effect that the transactions described above may have on the
price of the securities. In addition, neither we nor any of the underwriters, if any, makes any
representation that the representatives of the underwriters, if any, will engage in these
transactions or that these transactions, once commenced, will not be discontinued without notice.
The anticipated date of delivery of the securities offered by this prospectus will be
described in the prospectus supplement relating to the offering. The securities offered by this
prospectus may or may not be listed on a national securities exchange (including the NYSE (where
our common stock is listed)), or a foreign securities exchange. We cannot give any assurances that
there will be a market for any of the securities offered by this prospectus and any prospectus
supplement.
Because an indeterminate amount of securities are covered by this Registration Statement and
the number of offerings are indeterminable, the expenses in connection with the issuance and
distribution of the securities are not currently determinable.
LEGAL MATTERS
Certain legal matters relating to the validity of the securities offered by this prospectus
will be passed upon by WolfBlock LLP, Philadelphia, Pennsylvania.
EXPERTS
Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year ended October 31,
2007, and the effectiveness of our internal control over financial reporting as of October 31,
2007, as set forth in their reports, which are incorporated by reference in this prospectus and
elsewhere in the registration statement. Our financial statements are incorporated by reference in
reliance on Ernst & Young LLPs reports, given on their authority as experts in accounting and
auditing.
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PART II
Information Not Required In Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The following is a statement of estimated expenses in connection with the issuance and
distribution of the securities being registered, other than underwriting discounts.
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SEC registration fee |
|
|
(1 |
) |
Fees and expenses of independent accountants |
|
|
(2 |
) |
Trustee fees and expenses |
|
|
(2 |
) |
Legal fees and expenses |
|
|
(2 |
) |
Printing and delivery expenses |
|
|
(2 |
) |
Blue sky fees |
|
|
(2 |
) |
Rating agency fees |
|
|
(2 |
) |
Miscellaneous expenses |
|
|
(2 |
) |
|
|
|
|
Total |
|
|
(1)(2) |
|
|
|
|
|
|
|
|
(1) |
|
Because an indeterminate amount of securities are covered by this Registration Statement, we
are deferring payment of the registration fee pursuant to Rule 456(b) under the Securities Act. |
|
(2) |
|
Because an indeterminate amount of securities are covered by this Registration Statement and
the number of offerings are indeterminable, the expenses in connection with the issuance and
distribution of the securities are not currently determinable. |
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the DGCL) provides that a corporation
may indemnify directors and officers as well as other employees and individuals against expenses
(including attorneys fees), judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporationa derivative action), if they acted
in good faith and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal actions or proceedings, had no
reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the
case of derivative actions, except that indemnification only extends to expenses (including
attorneys fees) actually and reasonably incurred in connection with the defense or settlement of
such action, and the DGCL requires court approval before there can be any indemnification where the
person seeking indemnification has been found liable to the corporation. The DGCL provides that it
is not exclusive of other indemnification that may be granted by a corporations bylaws,
disinterested director vote, stockholder vote, agreement or otherwise.
Under our Certificate of Incorporation and bylaws, the Company is obligated to indemnify and
hold harmless any Director, officer or employee of the Company to the fullest extent permitted by
law as the same exists or may hereafter be amended (but, in the case of any such amendment, only to
the extent that such amendment permits the Company to provide broader indemnification rights than
such law permitted the Company to provide prior to such amendment) against expenses (including
legal fees), judgments, losses, liability, fines and amounts paid in settlement, actually and
reasonably incurred or suffered by him or her, in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a proceeding), brought or threatened to be brought against him by reason of the fact
that he or she is or was a Director, officer or employee of the Company or is or was serving at the
request of the Company as a director, officer, employee or trustee of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an indemnitee), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or trustee or in any other
capacity while serving as a director, officer, employee or trustee; provided, however, that except
as provided in the Certification of Incorporation with respect to
II-1
proceedings to enforce rights to indemnification, the Company is obligated to indemnify any
such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors. In addition to the
foregoing, the Company may provide indemnification for any indemnitee in those instances in which
such indemnification, although greater in scope or degree than that expressly provided by law, is
deemed to be in the best interest of the Company by (a) a majority of disinterested Directors even
though less than a quorum (which may consist of only one Director if there is only one
disinterested Director), (b) by a committee of disinterested Directors designated by a majority of
disinterested Directors, even though less than a quorum, or (c) if there are no disinterested
Directors, or if such disinterested Directors so direct, by independent legal counsel in a written
opinion.
In addition, an indemnitee also has the right to be paid by the Company the expenses incurred
(including attorneys fees) in connection with any proceeding in advance of the final disposition
of the proceeding (hereinafter an advancement of expenses); provided, however, that, if required
by law, any advancement of expenses incurred by a indemnitee solely in his capacity as a director,
officer or employee shall only be made upon delivery to the Company of an undertaking (hereinafter
an undertaking) by or on behalf of such indemnitee to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no further right to appeal
(hereinafter a final adjudication) that such indemnitee is not entitled to be indemnified by the
Company or authorized by law. No such undertaking is required in connection with the advancement
of expenses incurred by an indemnitee acting in any other capacity in which service is or was
rendered by such indemnitee, including, without limitation, service to an employee benefit plan.
A Director of the Company will not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for liability (i) for any
breach of the Directors duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal benefit.
The Company carries directors and officers liability insurance that covers certain
liabilities and expenses of its directors and officers.
Item 16. Exhibits
|
|
|
1.1**
|
|
Underwriting Agreement. |
|
|
|
4.1
|
|
Second Restated Certificate of Incorporation for Toll Brothers, Inc. dated September 8, 2005,
is hereby incorporated by reference to Exhibit 3.1 of the Registrants Form 10-Q for the quarter
ended July 31, 2005. |
|
|
|
4.2
|
|
Amended and Restated By-Laws of Toll Brothers, Inc. dated June 11, 2008, are hereby
incorporated by reference to Exhibit 3.1 of the Registrants Form 8-K filed on June 13, 2008. |
|
|
|
4.3
|
|
Specimen Common Stock Certificate is hereby incorporated by reference to Exhibit 4.1 of the
Registrants Form 10-K for the fiscal year ended October 31, 1991. |
|
|
|
4.4
|
|
Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series A
Junior Participating Preferred Stock of the Registrant is hereby incorporated by reference to
Exhibit 3.1 of the Registrants Form 8-K filed on June 18, 2007. |
|
|
|
4.5**
|
|
Form of stock certificate for the Preferred Stock of the Registrant. |
|
|
|
4.6**
|
|
Form of Debt Securities. |
|
|
|
4.7**
|
|
Form of Warrant Agreement. |
|
|
|
4.8**
|
|
Form of Warrant Certificate. |
|
|
|
4.9**
|
|
Form of Guarantee of Debt Securities. |
|
|
|
4.10*
|
|
Form of Indenture for Senior Debt Securities. |
|
|
|
4.11*
|
|
Form of Indenture for Subordinated Debt Securities. |
II-2
|
|
|
4.12
|
|
Rights Agreement dated as of June 13, 2007, by and between the Registrant and American Stock
Transfer & Trust Company, as Rights Agent, is hereby incorporated by reference to Exhibit 4.1 to
the Registrants Form 8-K filed on June 18, 2007. |
|
|
|
5*
|
|
Form of Opinion of WolfBlock LLP, Philadelphia, Pennsylvania. |
|
|
|
10.1
|
|
Amended and Restated Credit Agreement by and among First Huntingdon Finance Corp., the
Registrant and the lenders which are parties thereto dated as of March 17, 2006, is hereby
incorporated by reference to Exhibit 10.1 to the Registrants Form 10-Q for the quarter ended April
30, 2006. |
|
|
|
12*
|
|
Statement Regarding Computation of Ratio of Earnings to Fixed Charges. |
|
|
|
23.1
|
|
Consent of WolfBlock LLP (included as part of Exhibit 5.1). |
|
|
|
23.2*
|
|
Consent of Ernst & Young LLP Independent Registered Public Accounting Firm. |
|
|
|
24*
|
|
Power of Attorney (included in signature pages hereto). |
|
|
|
25.1**
|
|
Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, of any other
trustee for the debt securities and senior debt securities. |
|
|
|
* |
|
Filed herewith. |
|
** |
|
To be filed by amendment or as an exhibit to a report filed under the Exchange Act and
incorporated herein by reference. |
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment of this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the Calculation of Registration Fee table in the effective registration
statement; and
(iii) To include any material information relating to the plan of
distribution not previously
disclosed in the registration statement or any material change to such information in the
registration statement; Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do
not apply if the registration statement is on Form S-3 or Form F-3, and the information required to
be included in a post-effective amendment by those paragraphs is contained in reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this
registration statement.
(2) That, for purposes of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
II-3
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i) If the registrant is relying on Rule 430B:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to
be
part of this registration statement as of the date the filed prospectus was deemed part of and
included in this registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as
part
of this registration statement in reliance on Rule 430B relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section
10(a) of the Securities Act of 1933 shall be deemed to be part of and included in this registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is
at that date an underwriter, such date shall be deemed to be a new effective date of this
registration statement relating to the securities in this registration statement to which that
prospectus relates, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of this registration statement or made in a document
incorporated or deemed incorporated by reference into this registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in this registration
statement or prospectus that was part of this registration statement or made in any such document
immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act
of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the
offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating
to the offering containing
material information about the undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
(iv) Any other communication that is an offer in the offering
made by the undersigned
registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrants annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time will be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
provisions described under Item 15 above, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
II-4
submit to a court of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(d) The undersigned registrant hereby undertakes to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act (Act) in accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Act.
II-5
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, Toll
Brothers, Inc. 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 Horsham, Commonwealth
of Pennsylvania, on October 29, 2008.
|
|
|
|
|
|
TOLL BROTHERS, INC.
|
|
|
By: |
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, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
Signature |
|
Title |
|
|
|
Robert I. Toll
Robert I. Toll
|
|
Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer) |
|
|
|
Bruce E. Toll
Bruce E. Toll
|
|
Vice Chairman of the Board and
Director |
II-6
|
|
|
Signature |
|
Title |
|
|
|
Zvi Barzilay
Zvi Barzilay
|
|
President, Chief Operating Officer
and Director |
|
|
|
Robert S. Blank
Robert S. Blank
|
|
Director |
|
|
|
Edward G. Boehne
Edward G. Boehne
|
|
Director |
|
|
|
Richard J. Braemer
Richard J. Braemer
|
|
Director |
|
|
|
Roger S. Hillas
Roger S. Hillas
|
|
Director |
|
|
|
Carl B. Marbach
Carl B. Marbach
|
|
Director |
|
|
|
Stephen A. Novick
Stephen A. Novick
|
|
Director |
|
|
|
Joel H. Rassman
Joel H. Rassman
|
|
Executive Vice President, Treasurer,
Chief Financial Officer and
Director (Principal Financial
Officer) |
|
|
|
Paul E. Shapiro
Paul E. Shapiro
|
|
Director |
|
|
|
Joseph R. Sicree
Joseph R. Sicree
|
|
Senior Vice President and Chief
Accounting Officer (Principal
Accounting Officer) |
II-7
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed
on the attached Schedule I of Additional Registrants, 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 Horsham, Commonwealth of Pennsylvania, on October 29, 2008.
|
|
|
|
|
|
Registrants (As Listed on Schedule I of
Additional Registrants)
|
|
|
By: |
Zvi Barzilay
|
|
|
|
Zvi Barzilay, |
|
|
|
President of each Registrant listed on Schedule
I of Additional
Registrants that is a corporation
or limited liability company and
President of the corporate general
partner or corporate managing
partner or limited liability company general
partner of each
Registrant
listed on Schedule I
of Additional Registrants that is
a general or limited partnership |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
* |
|
Except as otherwise provided herein, each of the following persons hold each of the positions
listed next to his/her name for each Registrant listed on Schedule I of Additional Registrants.
Where the Registrant is a limited partnership, this registration statement has been signed by the
following persons on behalf of such entities corporate general partner in the capacities
indicated. |
II-8
|
|
|
Signature |
|
Title |
|
|
|
Robert I. Toll
Robert I. Toll
|
|
Chief Executive Officer and Director
(as to corporate Registrants)
/Manager (as to limited
liability company Registrants) |
|
|
|
Zvi Barzilay
Zvi Barzilay
|
|
President, Chief Operating Officer,
Assistant Secretary and Director
as to corporate Registrants)/Manager
(as to limited liability
company Registrants)(Principal
Executive Officer) |
|
|
|
Joel H. Rassman
Joel H. Rassman
|
|
Executive Vice President, Treasurer,
Chief Financial Officer, Assistant
Secretary and Director (as to
corporate Registrants)/Manager (as to
limited liability company Registrants)
(Principal Financial Officer) |
|
|
|
Joseph R. Sicree
Joseph R. Sicree
|
|
Senior Vice President, Chief
Accounting Officer, and Assistant
Secretary (Principal Accounting
Officer) |
II-9
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed
on the attached Schedule II of Additional Registrants, 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 Horsham, Commonwealth of Pennsylvania, on October 29, 2008.
|
|
|
|
|
|
Registrants (As Listed on Schedule II of
Additional Registrants)
|
|
|
By: |
Zvi Barzilay
|
|
|
|
Zvi Barzilay, |
|
|
|
President of each Registrant listed on Schedule
II of Additional Registrants that is a
corporation or limited liability company and
President of the corporate general partner of
each Registrant listed on Schedule II of
Additional Registrants that is a limited
partnership |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
* |
|
Except as otherwise provided herein, each of the following persons
holds each of the positions listed next to his/her name for each Registrant
listed on Schedule II of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities corporate general partner in the
capacities indicated. |
II-10
|
|
|
Signature |
|
Title |
|
|
|
Robert I. Toll
Robert I. Toll
|
|
Director |
|
|
|
Zvi Barzilay
Zvi Barzilay
|
|
President and Director
(Principal Executive Officer) |
|
|
|
Joseph R. Sicree
Joseph R. Sicree
|
|
Senior Vice President, Chief
Accounting Officer, and Assistant
Secretary (Principal Financial Officer
and Principal Accounting Officer |
II-11
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed
on the attached Schedule III of Additional Registrants, 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 Horsham, Commonwealth of Pennsylvania, on October 29, 2008.
|
|
|
|
|
|
Registrants (As Listed on Schedule III of
Additional Registrants)
|
|
|
By: |
Zvi Barzilay
|
|
|
|
Zvi Barzilay, |
|
|
|
President of each Registrant listed on Schedule
III of Additional Registrants that is a
corporation and President of the corporate
general partner of each Registrant listed on
Schedule III of Additional Registrants that is
a limited partnership |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
Signature |
|
Title |
|
|
|
Robert I. Toll
Robert I. Toll
|
|
Chief Executive Officer and Director |
|
|
|
Zvi Barzilay
Zvi Barzilay
|
|
President, Chief Operating Officer,
Assistant Secretary and Director
(Principal Executive Officer) |
II-12
|
|
|
Signature |
|
Title |
|
|
|
Joel H. Rassman
Joel H. Rassman
|
|
Executive Vice President, Treasurer,
Chief Financial Officer, Assistant
Secretary and Director (Principal
Financial Officer) |
|
|
|
Douglas C. Yearley, Jr.
Douglas C. Yearley, Jr.
|
|
Regional President and Director |
|
|
|
Joseph R. Sicree
Joseph R. Sicree
|
|
Senior Vice President, Chief
Accounting Officer, and Assistant
Secretary (Principal Accounting
Officer) |
II-13
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed
on the attached Schedule IV of Additional Registrants, 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 Horsham, Commonwealth of Pennsylvania, on October 29, 2008.
|
|
|
|
|
|
Registrants (As Listed on Schedule IV of
Additional Registrants)
|
|
|
By: |
Kelly Hughes-Allen
|
|
|
|
Kelly Hughes-Allen, |
|
|
|
President of each Registrant listed on Schedule
IV of Additional Registrants that is a
corporation or limited liability company and
President of the corporate general partner of
each Registrant listed on Schedule IV of
Additional Registrants that is a limited
partnership |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
* |
|
Except as otherwise provided herein, each of the following persons
holds each of the positions listed next to his/her name for each Registrant listed on Schedule IV of Additional Registrants. Where the Registrant is a limited liability
company, this registration statement has been signed by the following persons on behalf of such
entities corporate manager in the capacities indicated. Where the Registrant is a limited partnership, this registration statement has been signed by the following persons on behalf of such entities corporate general partner in the capacities indicated. |
II-14
|
|
|
Signature |
|
Title |
|
|
|
Kelly Hughes-Allen
Kelly Hughes-Allen
|
|
President, Treasurer, Secretary and
Director (as to corporate
Registrants)/ Manager (as to limited
liability company Registrants)
(Principal Executive Officer) |
|
|
|
Joseph DeSanto
Joseph DeSanto
|
|
Vice President and Director (as to
corporate Registrants)/Manager (as
to limited liability company
Registrants) (Principal Financial
Officer) (Principal Accounting
Officer) |
|
|
|
|
|
Assistant Secretary and Director (as
to corporate Registrants)/Manager (as
to limited liability company Registrants) |
|
|
|
Mark J. Warshauer
Mark J. Warshauer
|
|
Assistant Secretary and Director (as
to corporate Registrants)/Manager (as
to limited liability company Registrants) |
|
|
|
Mary Alice Avery
Mary Alice Avery
|
|
Assistant Secretary and Director (as
to corporate Registrants)/Manager (as
to limited liability company Registrants) |
II-15
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed
on the attached Schedule V of Additional Registrants, 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 Horsham, Commonwealth of Pennsylvania, on October 29, 2008.
|
|
|
|
|
|
Registrants (As Listed on Schedule V
of Additional Registrants)
|
|
|
By: |
Mitchell P. Laskowitz
|
|
|
|
Mitchell P. Laskowitz, |
|
|
|
President of each Registrant listed on Schedule
V of Additional Registrants |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
Signature |
|
Title |
|
|
|
Mitchell P. Laskowitz
Mitchell P. Laskowitz
|
|
President and Manager (Principal
Executive Officer) |
|
|
|
David H. Richey
David H. Richey
|
|
Manager |
|
|
|
David A. Larkin
David A. Larkin
|
|
Manager |
II-16
|
|
|
Signature |
|
Title |
|
|
|
Joel H. Rassman
Joel H. Rassman
|
|
Executive Vice President and Chief
Financial Officer (Principal Financial
Officer) |
|
|
|
Joseph R. Sicree
Joseph R. Sicree
|
|
Senior Vice President, Chief
Accounting Officer, and Assistant
Secretary (Principal Accounting
Officer) |
II-17
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule VI of Additional Registrants, 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 Horsham, Commonwealth of Pennsylvania, on October 29, 2008.
|
|
|
|
|
|
Registrants (As Listed on Schedule VI
of Additional Registrants)
|
|
|
By: |
Gary Mayo
|
|
|
|
Gary Mayo, |
|
|
|
President of each Registrant listed on
Schedule VI of Additional Registrants |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
Signature |
|
Title |
|
|
|
Gary M. Mayo
Gary M. Mayo
|
|
President and Manager (Principal
Executive Officer) |
|
|
|
Richard T. Hartman
Richard T. Hartman
|
|
Manager |
II-18
|
|
|
Signature |
|
Title |
|
|
|
Joel H. Rassman
Joel H. Rassman
|
|
Executive Vice President and Chief
Financial Officer (Principal Financial
Officer) |
|
|
|
Joseph R. Sicree
Joseph R. Sicree
|
|
Senior Vice President, Chief
Accounting Officer, and Assistant
Secretary (Principal Accounting
Officer) |
II-19
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule VII of Additional Registrants, 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 Horsham, Commonwealth of Pennsylvania, on October 29,
2008.
|
|
|
|
|
|
Registrants (As Listed on the Schedule VII of
Additional Registrants)
|
|
|
By: |
James Manners
|
|
|
|
James Manners, |
|
|
|
President of each Registrant listed
on Schedule VII of Additional
Registrants |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
* |
|
Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule VIII of Additional Registrants. |
|
|
|
Signature |
|
Title |
|
|
|
James Manners
James Manners
|
|
President and Manager
(Principal Executive Officer) |
|
|
|
David E. Torres
David E. Torres
|
|
Manager |
II-20
|
|
|
Signature |
|
Title |
|
|
|
Carol M. Mumford
Carol M. Mumford
|
|
Manager and Secretary |
|
|
|
Joel H. Rassman
Joel H. Rassman
|
|
Executive Vice President and Chief
Financial Officer (Principal
Financial Officer) |
|
|
|
Joseph R. Sicree
Joseph R. Sicree
|
|
Senior Vice President, Chief
Accounting Officer and Assistant
Secretary (Principal Accounting
Officer) |
II-21
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed
on the attached Schedule VIII of Additional Registrants, 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 Horsham, Commonwealth of Pennsylvania, on October 29, 2008.
|
|
|
|
|
|
Registrants (As Listed on Schedule VIII of
Additional Registrants)
|
|
|
By: |
David H. Richey
|
|
|
|
David H. Richey, |
|
|
|
President of each Registrant listed on Schedule
VIII of Additional Registrants |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
Signature |
|
Title |
|
|
|
David H. Richey
David
H. Richey
|
|
President and Manager (Principal
Executive Officer) |
|
|
|
Mitchell P. Laskowitz
Mitchell
P. Laskowitz
|
|
Manager |
|
|
|
David A. Larkin
David
A. Larkin
|
|
Manager |
II-22
|
|
|
Signature |
|
Title |
|
|
|
Joel H. Rassman
Joel
H. Rassman
|
|
Executive Vice President and Chief
Financial Officer (Principal
Financial Officer) |
|
|
|
Joseph R. Sicree
Joseph
R. Sicree
|
|
Senior Vice President, Chief
Accounting Officer, and Assistant
Secretary (Principal Accounting
Officer) |
II-23
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed
on the attached Schedule IX of Additional Registrants, 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 Horsham, Commonwealth of Pennsylvania, on October 29, 2008.
|
|
|
|
|
|
Registrants (As Listed on Schedule IX
of Additional Registrants)
|
|
|
By: |
Thomas Anhut
|
|
|
|
Thomas Anhut, |
|
|
|
President of each Registrant listed on Schedule
IX of Additional Registrants |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
Signature |
|
Title |
|
|
|
Thomas Anhut
Thomas
Anhut
|
|
President (Principal Executive
Officer) |
|
|
|
David H. Richey
David
H. Richey
|
|
Manager |
|
|
|
Mitchell P. Laskowitz
Mitchell
P. Laskowitz
|
|
Manager |
II-24
|
|
|
Signature |
|
Title |
|
|
|
David A. Larkin
David
A. Larkin
|
|
Manager |
|
|
|
Joel H. Rassman
Joel
H. Rassman
|
|
Executive Vice President and Chief
Financial Officer (Principal
Financial Officer) |
|
|
|
Joseph R. Sicree
Joseph
R. Sicree
|
|
Senior Vice President, Chief
Accounting Officer, and Assistant
Secretary (Principal Accounting Officer) |
II-25
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed
on the attached Schedule X of Additional Registrants, 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 Horsham, Commonwealth of Pennsylvania, on October 29, 2008.
|
|
|
|
|
|
Registrants (As Listed on Schedule X
of Additional Registrants)
|
|
|
By: |
Robert Craig
|
|
|
|
Robert Craig, |
|
|
|
President of each Registrant listed on Schedule
X of Additional Registrants |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
Signature |
|
Title |
|
|
|
Robert Craig
Robert
Craig
|
|
President (Principal Executive
Officer) |
|
|
|
David H. Richey
David
H. Richey
|
|
Manager |
|
|
|
Mitchell P. Laskowitz
Mitchell
P. Laskowitz
|
|
Manager |
II-26
|
|
|
Signature |
|
Title |
|
|
|
David A. Larkin
David
A. Larkin
|
|
Manager |
|
|
|
Joel H. Rassman
Joel
H. Rassman
|
|
Executive Vice President and Chief
Financial Officer (Principal
Financial Officer) |
|
|
|
Joseph R. Sicree
Joseph
R. Sicree
|
|
Senior Vice President, Chief
Accounting Officer, and Assistant
Secretary (Principal Accounting Officer) |
II-27
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed
on the attached Schedule XI of Additional Registrants, 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 Horsham, Commonwealth of Pennsylvania, on October 29, 2008.
|
|
|
|
|
|
Registrants (As Listed on Schedule XI
of Additional Registrants)
|
|
|
By: |
James Boyd
|
|
|
|
James Boyd, |
|
|
|
President of each Registrant listed on Schedule
XI of Additional Registrants |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
Signature |
|
Title |
|
|
|
|
|
|
|
|
President (Principal Executive
Officer) |
|
|
|
David H. Richey
David
H. Richey
|
|
Manager |
|
|
|
Mitchell P. Laskowitz
Mitchell
P. Laskowitz
|
|
Manager |
II-28
|
|
|
Signature |
|
Title |
|
|
|
David A. Larkin
David
A. Larkin
|
|
Manager |
|
|
|
Joel H. Rassman
Joel
H. Rassman
|
|
Executive Vice President and Chief
Financial Officer (Principal
Financial Officer) |
|
|
|
Joseph R. Sicree
Joseph
R. Sicree
|
|
Senior Vice President, Chief
Accounting Officer, and Assistant
Secretary (Principal Accounting Officer) |
II-29
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the Registrants, as listed
on the attached Schedule XII of Additional Registrants, 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 Horsham, Commonwealth of Pennsylvania, on October 29, 2008.
|
|
|
|
|
|
Registrants (As Listed on Schedule XII of
Additional Registrants)
|
|
|
By: |
Michael Donnelly
|
|
|
|
Michael Donnelly, |
|
|
|
President of each Registrant listed on Schedule
XII of Additional Registrants |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
Signature |
|
Title |
|
|
|
Michael Donnelly
Michael
Donnelly
|
|
President (Principal Executive
Officer) |
|
|
|
David H. Richey
David
H. Richey
|
|
Manager |
|
|
|
Mitchell P. Laskowitz
Mitchell
P. Laskowitz
|
|
Manager |
II-30
|
|
|
Signature |
|
Title |
|
|
|
David A. Larkin
David
A. Larkin
|
|
Manager |
|
|
|
Joel H. Rassman
Joel
H. Rassman
|
|
Executive Vice President and Chief
Financial Officer (Principal
Financial Officer) |
|
|
|
Joseph R. Sicree
Joseph
R. Sicree
|
|
Senior Vice President, Chief
Accounting Officer, and Assistant
Secretary (Principal Accounting
Officer) |
II-31
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, ESE Consultants, Inc. 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 Horsham, Commonwealth of Pennsylvania, on October 29,
2008.
|
|
|
|
|
|
ESE Consultants, Inc.
|
|
|
By: |
Christopher Stocke
|
|
|
|
Christopher Stocke, |
|
|
|
President |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
Signature |
|
Title |
|
|
|
|
|
President, Chief Executive Officer,
Assistant Secretary and Director
(Principal Executive Officer) |
|
|
|
Christopher Stocke
Christopher
Stocke
|
|
President, Chief Operating Officer,
and Director |
|
|
|
|
|
Senior Vice President, Secretary
and Director |
|
|
|
Joel H. Rassman
Joel
H. Rassman
|
|
Executive Vice President and Chief
Financial Officer (Principal
Financial Officer) |
II-32
|
|
|
Signature |
|
Title |
|
|
|
Joseph R. Sicree
Joseph
R. Sicree
|
|
Senior Vice President, Chief
Accounting Officer, and Assistant
Secretary (Principal Accounting
Officer) |
II-33
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, TOLL Architecture, Inc. 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 Horsham, Commonwealth of Pennsylvania, on October 29,
2008.
|
|
|
|
|
|
TOLL Architecture, Inc.
|
|
|
By: |
Jed Gibson
|
|
|
|
Jed Gibson, |
|
|
|
President |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
Signature |
|
Title |
|
|
|
|
|
President and Director
(Principal Executive Officer) |
|
|
|
Edward D. Weber
Edward
D. Weber
|
|
Vice President and Director |
|
|
|
Lee J. Golanoski
Lee
J. Golanoski
|
|
Secretary and Director |
II-34
|
|
|
Signature |
|
Title |
|
|
|
Joel H. Rassman
Joel
H. Rassman
|
|
Executive Vice President and Chief
Financial Officer (Principal
Financial Officer) |
|
|
|
Joseph R. Sicree
Joseph
R. Sicree
|
|
Senior Vice President, Chief
Accounting Officer, and Assistant
Secretary (Principal Accounting
Officer) |
II-35
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, TOLL Architecture I, P.A.
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 Horsham, Commonwealth of
Pennsylvania, on October 29, 2008.
|
|
|
|
|
|
TOLL Architecture I, P.A.
|
|
|
By: |
Jed Gibson
|
|
|
|
Jed Gibson, |
|
|
|
President |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
Signature |
|
Title |
|
|
|
|
|
President, Secretary, Treasurer and
Director (Principal Executive
Officer, Principal Financial Officer
and Principal Accounting Officer) |
II-36
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, TOLL LTC Successor Corp. 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 Horsham, Commonwealth of Pennsylvania, on October 29,
2008.
|
|
|
|
|
|
TOLL LTC Successor Corp.
|
|
|
By: |
Kelly Hughes-Allen
|
|
|
|
Kelly Hughes-Allen, |
|
|
|
President |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
|
|
|
|
Signature |
|
Title |
|
|
|
|
|
|
|
Kelly Hughes-Allen
Kelly Hughes-Allen
|
|
President, Treasurer, Secretary
and Director (Principal Executive
Officer) |
|
|
|
Joseph DeSanto
Joseph DeSanto
|
|
Vice President and Director
(Principal Financial Officer and
Principal Accounting Officer) |
|
|
|
Mindy Riddle
Mindy Riddle
|
|
Assistant Secretary and Director |
II-37
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, TOLL Northeast Services, Inc.
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 Horsham, Commonwealth of
Pennsylvania, on October 29, 2008.
|
|
|
|
|
|
TOLL Northeast Services, Inc.
|
|
|
By: |
Zvi Barzilay
|
|
|
|
Zvi Barzilay, |
|
|
|
President |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
|
|
|
|
Signature |
|
Title |
|
|
|
|
|
|
|
Zvi Barzilay
Zvi Barzilay
|
|
President, (Principal Executive Officer) |
|
|
|
Joseph DeSanto
Joseph DeSanto
|
|
Director |
|
|
|
Michael McDevitt
Michael McDevitt
|
|
Director |
|
|
|
Joel H. Rassman
Joel H. Rassman
|
|
Executive Vice President and Chief
Financial Officer (Principal
Financial Officer) |
|
|
|
Joseph R. Sicree
Joseph R. Sicree
|
|
Senior Vice President, Chief
Accounting Officer, and Assistant
Secretary (Principal Accounting Officer) |
II-38
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, C.B.A.Z. Construction Company LLC
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 Horsham, Commonwealth of
Pennsylvania, on October 29, 2008.
|
|
|
|
|
|
C.B.A.Z. Construction Company LLC
|
|
|
By: |
Richard T. Hartman
|
|
|
|
Richard T. Hartman, |
|
|
|
President |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
|
|
|
|
Signature |
|
Title |
|
|
|
|
|
|
|
Richard T. Hartman
Richard T. Hartman
|
|
President and Manager (Principal
Executive Officer) |
|
|
|
|
|
Manager and Secretary, |
|
|
|
Joel H. Rassman
Joel H. Rassman
|
|
Executive Vice President and Chief
Financial Officer (Principal
Financial Officer) |
|
|
|
Joseph R. Sicree
Joseph R. Sicree
|
|
Senior Vice President, Chief
Accounting Officer, and Assistant
Secretary (Principal Accounting Officer) |
II-39
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, Frenchmans Reserve Realty, LLC
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 Horsham, Commonwealth of
Pennsylvania, on October 29, 2008.
|
|
|
|
|
|
Frenchmans Reserve Realty, LLC
|
|
|
By: |
Michael Donnelly
|
|
|
|
Michael Donnelly, |
|
|
|
President |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
|
|
|
|
Signature |
|
Title |
|
|
|
|
|
|
|
Michael Donnelly
Michael Donnelly
|
|
President and Manager (Principal
Executive Officer) |
|
|
|
|
|
Vice President and Manager |
|
|
|
Richard Charlton
Richard Charlton
|
|
Secretary and Manager |
|
|
|
Joel H. Rassman
Joel H. Rassman
|
|
Executive Vice President and Chief
Financial Officer (Principal
Financial Officer) |
II-40
|
|
|
|
|
|
|
Signature |
|
Title |
|
|
|
|
|
|
|
Joseph R. Sicree
Joseph R. Sicree
|
|
Senior Vice President, Chief
Accounting Officer, and Assistant Secretary (Principal
Accounting Officer) |
II-41
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, Hoboken Land I LLC 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 Horsham, Commonwealth of Pennsylvania, on October 29,
2008.
|
|
|
|
|
|
Hoboken Land I LLC
|
|
|
By: |
Zvi Barzilay
|
|
|
|
Zvi Barzilay, |
|
|
|
President |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29 2008.
|
|
|
|
|
|
|
Signature |
|
Title |
|
|
|
|
|
|
|
Zvi Barzilay
Zvi Barzilay
|
|
President, Chief Operating Officer,
and Assistant Secretary
(Principal Executive Officer) |
|
|
|
Douglas C. Yearley, Jr.
Douglas C. Yearley, Jr.
|
|
Regional President and Manager
(Principal Executive Officer) |
|
|
|
Roger A. Brush
Roger A. Brush
|
|
Group President and Manager |
|
|
|
Joel H. Rassman
Joel H. Rassman
|
|
Executive Vice President and Chief
Financial Officer (Principal
Financial Officer) |
|
|
|
Joseph R. Sicree
Joseph R. Sicree
|
|
Senior Vice President, Chief
Accounting Officer, and Assistant
Secretary (Principal Accounting Officer) |
II-42
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, Jacksonville TBI Realty, LLC
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 Horsham, Commonwealth of
Pennsylvania, on October 29, 2008.
|
|
|
|
|
|
Jacksonville TBI Realty, LLC
|
|
|
By: |
Kelly Hofelt
|
|
|
|
Kelly Hofelt, |
|
|
|
President |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
Signature |
|
Title |
|
|
|
Kelly Hofelt
Kelly Hofelt
|
|
President and Manager (Principal
Executive Officer) |
|
|
|
David Torres
David Torres
|
|
Vice President and Manager |
|
|
|
James Mcdade
James McDade
|
|
Secretary and Manager |
|
|
|
Joel H. Rassman
Joel H. Rassman
|
|
Executive Vice President and Chief
Financial Officer
(Principal
Financial Officer) |
II-43
|
|
|
Signature |
|
Title |
|
|
|
Joseph R. Sicree
Joseph R. Sicree
|
|
Senior Vice President, Chief
Accounting Officer, and Assistant
Secretary (Principal Accounting Officer) |
II-44
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, Mizner Realty L.L.C. 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 Horsham, Commonwealth of Pennsylvania, on October 29,
2008.
|
|
|
|
|
|
Mizner Realty L.L.C.
|
|
|
By: |
Michael Donnelly
|
|
|
|
Michael Donnelly, |
|
|
|
President |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
|
|
|
|
Signature |
|
Title |
|
|
|
|
|
|
|
Michael Donnelly
Michael Donnelly
|
|
President and Manager (Principal
Executive Officer) |
|
|
|
|
|
Vice President, Secretary and
Manager |
|
|
|
Joel H. Rassman
Joel H. Rassman
|
|
Executive Vice President and Chief
Financial Officer (Principal
Financial Officer) |
|
|
|
Joseph R. Sicree
Joseph R. Sicree
|
|
Senior Vice President, Chief
Accounting Officer, and Assistant
Secretary (Principal Accounting Officer) |
II-45
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, Orlando TBI Realty, LLC 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 Horsham, Commonwealth of Pennsylvania, on October 29,
2008.
|
|
|
|
|
|
Orlando TBI Realty, LLC
|
|
|
By: |
William C. Reilly
|
|
|
|
William C. Reilly, |
|
|
|
President |
|
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
|
|
|
Signature |
|
Title |
|
|
|
William C. Reilly
William C. Reilly
|
|
President and Manager (Principal
Executive Officer) |
|
|
|
Paige Colvin
Paige Colvin
|
|
Secretary and Manager |
|
|
|
Joel H. Rassman
Joel H. Rassman
|
|
Executive Vice President and Chief
Financial Officer
(Principal Financial
Officer) |
|
|
|
Joseph R. Sicree
Joseph R. Sicree
|
|
Senior Vice President, Chief
Accounting Officer, and Assistant
Secretary (Principal Accounting Officer) |
II-46
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, South Riding Realty LLC 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 Horsham, Commonwealth of Pennsylvania, on October 29,
2008.
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South Riding Realty LLC
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By: |
William Gilligan
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William Gilligan, |
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President |
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
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Signature |
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Title |
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William Gilligan
William Gilligan
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President and Manager
(Principal Executive Officer) |
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Joel H. Rassman
Joel H. Rassman
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Executive Vice President and Chief
Financial Officer (Principal
Financial Officer) |
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Joseph R. Sicree
Joseph R. Sicree
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Senior Vice President, Chief
Accounting Officer, and Assistant
Secretary (Principal Accounting Officer) |
II-47
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, Toll Realty L.L.C. 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 Horsham, Commonwealth of Pennsylvania, on October 29,
2008.
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Toll Realty L.L.C.
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By: |
Ralph Reinert
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Ralph Reinert, |
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President |
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
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Signature |
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Title |
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Ralph Reinert
Ralph Reinert
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President and Manager
(Principal Executive Officer) |
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Joel H. Rassman
Joel H. Rassman
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Executive Vice President and Chief
Financial Officer (Principal
Financial Officer) |
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Joseph R. Sicree
Joseph R. Sicree
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Senior Vice President, Chief
Accounting Officer, and Assistant
Secretary (Principal Accounting Officer) |
II-48
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, Hawthorne Woods Country Club II
LLC 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 Horsham, Commonwealth of
Pennsylvania, on October 29, 2008.
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Hawthorne Woods Country Club II LLC
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By: |
Andrew Stern
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Andrew Stern, |
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President |
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Mark
K. Kessler, John K. McDonald and Joseph R. Sicree, and each of them, jointly and severally, his or
her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement (including 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
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 October 29, 2008.
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Signature |
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Title |
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Andrew Stern
Andrew Stern
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President (Principal Executive Officer) |
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David H. Richey
David H. Richey
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Manager |
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Mitchell P. Laskowitz
Mitchell P. Laskowitz
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Manager |
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David A. Larkin
David A. Larkin
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Manager |
II-49
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Signature |
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Title |
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Joel H. Rassman
Joel H. Rassman
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Executive Vice President and Chief
Financial Officer (Principal
Financial Officer) |
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Joseph R. Sicree
Joseph R. Sicree
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Senior Vice President, Chief
Accounting Officer, and Assistant
Secretary (Principal Accounting Officer) |
II-50
Schedule I of Additional Registrants
Exact Name of Registrant as Specified in its Charter
110-112 Third Ave. Realty Corp.
Bunker Hill Estates, Inc.
Chesterbrooke, Inc.
Connecticut Land Corp.
Daylesford Development Corp.
Fairway Valley, Inc.
First Huntingdon Finance Corp.
Franklin Farms G.P., Inc.
MA Limited Land Corporation
Maple Point, Inc.
Maryland Limited Land Corporation
Polekoff Farm, Inc.
Springfield Chase, Inc.
Stewarts Crossing, Inc.
Tenby Hunt, Inc.
Toll AZ GP Corp.
Toll Bros. of Arizona, Inc.
Toll Bros. of North Carolina, Inc.
Toll Bros. of North Carolina II, Inc.
Toll Bros. of North Carolina III, Inc.
Toll Bros., Inc.
Toll Bros., Inc.
Toll Bros., Inc.
Toll Brothers AZ Construction Company
Toll Brothers Canada USA, Inc.
Toll Brothers Finance Corp.
Toll Brothers Real Estate, Inc.
Toll CA GP Corp.
Toll CO GP Corp.
Toll Corp.
Toll Finance Corp.
Toll FL GP Corp.
Toll GA GP Corp.
Toll Holdings, Inc.
Toll IL GP Corp.
Toll Land Corp. No. 20
Toll Land Corp. No. 43
Toll Land Corp. No. 45
Toll Land Corp. No. 46
Toll Land Corp. No. 47
Toll Land Corp. No. 48
Toll Land Corp. No. 49
Toll Land Corp. No. 50
Toll Land Corp. No. 51
Toll Land Corp. No. 52
Toll Land Corp. No. 53
Toll Land Corp. No. 55
Toll Land Corp. No. 56
Toll Land Corp. No. 58
Toll Land Corp. No. 59
Toll Land Corp. No. 60
II-51
Schedule I of Additional Registrants (continued)
Exact Name of Registrant as Specified in its Charter
Toll Management AZ Corp.
Toll Management VA Corp.
Toll Manhattan I, Inc.
Toll MD Builder Corp.
Toll MN GP Corp.
Toll NC GP Corp.
Toll NH GP Corp.
Toll NJ Builder Corp.
Toll NV GP Corp.
Toll OH GP Corp.
Toll PA Builder Corp.
Toll PA GP Corp.
Toll PA II GP Corp.
Toll PA III GP Corp.
Toll Peppertree, Inc.
Toll Philmont Corporation
Toll Realty Holdings Corp. I
Toll Realty Holdings Corp. II
Toll RI GP Corp.
Toll SC GP Corp.
Toll TN GP Corp.
Toll TX GP Corp.
Toll VA GP Corp.
Toll WV GP Corp.
Toll Wood Corporation
Toll YL, Inc.
Valley Forge Conservation Holding GP Corp.
Warren Chase, Inc.
Windsor Development Corp.
51 N. 8th Street L.P.
Afton Chase, L.P.
Audubon Ridge, L.P.
Beaumont Chase, L.P.
Belmont Land, L.P.
Binks Estates Limited Partnership
Blue Bell Country Club, L.P.
Bridle Estates, L.P.
Broad Run Associates, L.P.
Buckingham Woods, L.P.
Bucks County Country Club, L.P.
Calabasas View, L.P.
CC Estates Limited Partnership
Chellis Hill Limited Partnership
Chesterbrooke Limited Partnership
Cobblestones at Thornbury, L.P.
Cold Spring Hunt, L.P.
Concord Chase, L.P.
Cortlandt Chase, L.P.
Dolington Estates, L.P.
Dominion Country Club, L.P.
Eagle Farm Limited Partnership
Estates at Coronado Pointe, L.P.
II-52
Schedule I of Additional Registrants (continued)
Exact Name of Registrant as Specified in its Charter
Estates at San Juan Capistrano, L.P.
Fair Lakes Chase, L.P.
Fairfax Investment, L.P.
Fairfax Station Hunt, L.P.
Farmwell Hunt, L.P.
Franklin Oaks Limited Partnership
Great Falls Hunt, L.P.
Great Falls Woods, L.P.
Greens at Waynesborough, L.P.
Hockessin Chase, L.P.
Holliston Hunt Limited Partnership
Huckins Farm Limited Partnership
Hunter Mill, L.P.
Huntington Estates Limited Partnership
Hurley Ridge Limited Partnership
Kensington Woods Limited Partnership
Loudoun Valley Associates, L.P.
Mill Road Estates, L.P.
Mount Kisco Chase, L.P.
NC Country Club Estates Limited Partnership
Newtown Chase Limited Partnership
Northampton Crest, L.P.
Northampton Preserve, L.P.
Preston Village Limited Partnership
Providence Plantation Limited Partnership
Regency at Dominion Valley, L.P.
River Crossing, L.P.
Seaside Estates Limited Partnership
Shrewsbury Hunt Limited Partnership
Somers Chase, L.P.
Somerset Development Limited Partnership
Sorrento at Dublin Ranch I LP
Sorrento at Dublin Ranch II LP
Sorrento at Dublin Ranch III LP
South Riding Amberlea LP
South Riding Partners Amberlea LP
South Riding Partners, L.P.
South Riding, L.P.
Southport Landing Limited Partnership
Springton Pointe, L.P.
Stone Mill Estates, L.P.
Swedesford Chase, L.P.
TBI/Heron Bay Limited Partnership
TBI/Naples Limited Partnership
TBI/Palm Beach Limited Partnership
The Bird Estate Limited Partnership
The Estates at Brooke Manor Limited Partnership
The Estates at Summit Chase, L.P.
The Preserve at Annapolis Limited Partnership
The Preserve at Boca Raton Limited Partnership
II-53
Schedule I of Additional Registrants (continued)
Exact Name of Registrant as Specified in its Charter
The Woods at Highland Lakes, L.P.
Toll at Brier Creek Limited Partnership
Toll at Daventry Park, L.P.
Toll at Payne Ranch, L.P.
Toll at Whippoorwill, L.P.
Toll Brooklyn L.P.
Toll Bros. of Tennessee, L.P.
Toll Brothers AZ Limited Partnership
Toll Brothers Maryland II Limited Partnership
Toll CA, L.P.
Toll CA II, L.P.
Toll CA III, L.P.
Toll CA IV, L.P.
Toll CA V, L.P.
Toll CA VI, L.P.
Toll CA VII, L.P.
Toll CA VIII, L.P.
Toll CA IX, L.P.
Toll CA X, L.P.
Toll CA XI, L.P.
Toll CA XII, L.P.
Toll CA XIII, L.P.
Toll CA XIV, L.P.
Toll CA XV, L.P.
Toll CA XVI, L.P.
Toll CA XVII, L.P.
Toll CA XVIII, L.P.
Toll CA XIX, L.P.
Toll CO, L.P.
Toll CT Limited Partnership
Toll CT II Limited Partnership
Toll CT Westport Limited Partnership
Toll Costa, L.P.
Toll DE LP
Toll East Naples Limited Partnership
Toll Estero Limited Partnership
Toll FL Limited Partnership
Toll FL II Limited Partnership
Toll FL III Limited Partnership
Toll FL IV Limited Partnership
Toll FL V Limited Partnership
Toll FL VI Limited Partnership
Toll FL VII Limited Partnership
Toll FL VIII Limited Partnership
Toll Ft. Myers Limited Partnership
Toll GA LP
Toll IL, L.P.
Toll IL II, L.P.
Toll IL III, L.P.
Toll IL IV, L.P.
II-54
Schedule I of Additional Registrants (continued)
Exact Name of Registrant as Specified in its Charter
Toll IL HWCC, L.P.
Toll IL WSB, L.P.
Toll Jacksonville Limited Partnership
Toll Land Limited Partnership
Toll Land V Limited Partnership
Toll Land VI Limited Partnership
Toll Land VII Limited Partnership
Toll Land IX Limited Partnership
Toll Land X Limited Partnership
Toll Land XIV Limited Partnership
Toll Land XV Limited Partnership
Toll Land XVII Limited Partnership
Toll Land XVIII Limited Partnership
Toll Land XIX Limited Partnership
Toll Land XX Limited Partnership
Toll Land XXI Limited Partnership
Toll Land XXII Limited Partnership
Toll Land XXIII Limited Partnership
Toll Land XXVI Limited Partnership
Toll Livingston at Naples Limited Partnership
Toll MA Land Limited Partnership
Toll MD Builder I, L.P.
Toll MD Limited Partnership
Toll MD II Limited Partnership
Toll MD III Limited Partnership
Toll MD IV Limited Partnership
Toll MD V Limited Partnership
Toll MD VI Limited Partnership
Toll MD VII Limited Partnership
Toll MD VIII Limited Partnership
Toll MD IX Limited Partnership
Toll MD X Limited Partnership
Toll MN, L.P.
Toll MN II, L.P.
Toll Naval Associates
Toll NC, L.P.
Toll NC II LP
Toll NH Limited Partnership
Toll NJ Builder I, L.P.
Toll NV Limited Partnership
Toll NY LP
Toll Orlando Limited Partnership
Toll PA, L.P.
Toll PA II, L.P.
Toll PA III, L.P.
Toll PA IV, L.P.
Toll PA V, L.P.
Toll PA VI, L.P.
Toll PA VII, L.P.
Toll PA VIII, L.P.
II-55
Schedule I of Additional Registrants (continued)
Exact Name of Registrant as Specified in its Charter
Toll PA IX, L.P.
Toll PA X, L.P.
Toll PA XI, L.P.
Toll PA XII, L.P.
Toll PA XIII, L.P.
Toll Realty Holdings LP
Toll Reston Associates, L.P.
Toll RI II, L.P.
Toll RI, L.P.
Toll SC, L.P.
Toll SC II, L.P.
Toll SC III, L.P.
Toll Stonebrae LP
Toll VA, L.P.
Toll VA II, L.P.
Toll VA III, L.P.
Toll VA IV, L.P.
Toll VA V, L.P.
Toll VA VI, L.P.
Toll VA VII, L.P.
Toll WV LP
Toll YL, L.P.
Toll YL II, L.P.
Toll-Dublin, L.P.
Trumbull Hunt Limited Partnership
Uwchlan Woods, L.P.
Valley Forge Conservation Holding, L.P.
Valley Forge Woods, L.P.
Valley View Estates Limited Partnership
Village Partners, L.P.
Waterford Preserve LP
Whiteland Woods, L.P.
Willowdale Crossing, L.P.
Wilson Concord, L.P.
110-112 Third Ave. GC II LLC
110-112 Third Ave. GC LLC
2301 Fallston Road LLC
5-01 5-17 48th Avenue GC II LLC
5-01 5-17 48th Avenue GC LLC
5-01 5-17 48th Avenue II LLC
5-01 5-17 48th Avenue LLC
51 N. 8th Street GC II LLC
51 N. 8th Street GC LLC
51 N. 8th Street I LLC
60 Industrial Parkway Cheektowaga, LLC
Arbor Hills Development LLC
Arthurs Woods, LLC
Arundel Preserve #10a, LLC
Arundel Preserve #6, LLC
Big Branch Overlook L.L.C.
C.B.A.Z. Holding Company LLC
II-56
Schedule I of Additional Registrants (continued)
Exact Name of Registrant as Specified in its Charter
Colonial 40 I, LLC
Colonial 40 II, LLC
Component Systems I LLC
Component Systems II LLC
Creeks Farm L.L.C.
Feys Property LLC
Hunts Bluff LLC
Lighthouse Point Land Company, LLC
Long Meadows TBI, LLC
Longmeadow Properties LLC
Martinsburg Ventures, L.L.C.
Paramount Village LLC
Phillips Drive LLC
Prince William Land I LLC
Prince William Land II LLC
Regency at Dominion Valley LLC
Sapling Ridge, LLC
SR Amberlea LLC
SRLP II LLC
TB Kent Partners LLC
The Ridges at Belmont Country Club I LLC
The Ridges at Belmont Country Club II LLC
Toll Austin TX LLC
Toll Cedar Hunt LLC
Toll CO I LLC
Toll Corners LLC
Toll Dallas TX LLC
Toll-Dublin, LLC
Toll Equipment, L.L.C.
Toll FL I, LLC
Toll Glastonbury LLC
Toll IN LLC
Toll Jupiter LLC
Toll Locust Hill LLC
Toll MD I, L.L.C.
Toll MD II LLC
Toll NJ III, LLC
Toll Reston Associates, L.L.C.
Toll San Antonio TX LLC
Toll Stratford LLC
Toll VA L.L.C.
Toll VA III L.L.C.
Toll Van Wyck, LLC
Toll Vanderbilt I LLC
Toll Vanderbilt II LLC
Vanderbilt Capital LLC
Virginia Construction Co. I, LLC
Virginia Construction Co. II, LLC
II-57
Schedule II of Additional Registrants
Exact Name of Registrant as Specified in its Charter
Amwell Chase, Inc.
Toll Land Corp. No. 6
Toll Land Corp. No. 10
Bernards Chase, L.P.
Branchburg Ridge, L.P.
Brass Castle Estates, L.P.
Charlestown Hills, L.P.
Estates at Princeton Junction, L.P.
Estates at Rivers Edge, L.P.
Fairway Mews Limited Partnership
Greenwich Chase, L.P.
Greenwich Station, L.P.
Hoboken Land LP
Holland Ridge, L.P.
Hopewell Hunt, L.P.
Hunterdon Chase, L.P.
Hunterdon Ridge, L.P.
Laurel Creek, L.P.
Manalapan Hunt, L.P.
Montgomery Chase, L.P.
Moorestown Hunt, L.P.
Patriots, L.P.
Princeton Hunt, L.P.
Rolling Greens, L.P.
The Woods at Long Valley, L.P.
Toll at Princeton Walk, L.P.
Toll at Westlake, L.P.
Toll Cliffs Urban Renewal Company LP
Toll Grove LP
Toll Hudson LP
Toll Land IV Limited Partnership
Toll Land XI Limited Partnership
Toll Land XVI Limited Partnership
Toll Land XXV Limited Partnership
Toll Marshall LP
Toll NJ, L.P.
Toll NJ II, L.P.
Toll NJ III, L.P.
Toll NJ IV, L.P.
Toll NJ V, L.P.
Toll NJ VI, L.P.
Toll NJ VII, L.P.
Toll NJ VIII, L.P.
Toll NJ XI, L.P.
Toll Park LP
Washington Greene Development, L.P.
West Amwell Limited Partnership
1500 Garden St. LLC
700 Grove Street Urban Renewal, LLC
II-58
Schedule II of Additional Registrants (continued)
Exact Name of Registrant as Specified in its Charter
Block 255 LLC
CWG Construction Company LLC
High Pointe at Hopewell, LLC
Hoboken Cove LLC
Regency at Denville LLC
Regency at Long Valley I LLC
Regency at Long Valley II LLC
Regency at Mansfield I LLC
Regency at Mansfield II LLC
Regency at Washington I LLC
Regency at Washington II LLC
Toll EB, LLC
Toll Hoboken LLC
Toll Morgan Street LLC
Toll NJ I, L.L.C.
Toll NJ II, L.L.C.
II-59
Schedule III of Additional Registrants
Exact Name of Registrant as Specified in its Charter
HQZ Acquisitions, Inc.
SH Homes Corporation
SI Investment Corporation
The Silverman Building Companies, Inc.
Toll Development Company, Inc.
Toll MI GP Corp.
Toll Realty Holdings Corp. III
Cheltenham Estates Limited Partnership
Silverman-Toll Limited Partnership
Timber Ridge Investment Limited Partnership
Toll at Honey Creek Limited Partnership
Toll MI Limited Partnership
Toll MI II Limited Partnership
Toll MI III Limited Partnership
Toll MI IV Limited Partnership
Toll MI V Limited Partnership
Toll Northville Golf Limited Partnership
Toll Northville Limited Partnership
II-60
Schedule IV of Additional Registrants
Exact Name of Registrant as Specified in its Charter
First Brandywine Finance Corp.
First Brandywine Investment Corp. II
First Brandywine Investment Corp. III
First Brandywine Investment Corp. IV
TB Proprietary Corp.
TB Proprietary LP, Inc.
Toll Bay Corp.
Toll Bay Corp. II
Toll Bros. of Tennessee, Inc.
Toll Buckeye Corp.
Toll Buckeye Corp. II
Toll Centennial Corp.
Toll Copper Corp.
Toll Copper Corp. II
Toll Diamond Corp.
Toll Diamond Corp. II
Toll Dominion Corp.
Toll Dominion Corp. II
Toll Empire Corp.
Toll Empire Corp. II
Toll Garden Corp.
Toll Garden Corp. II
Toll Golden Corp.
Toll Granite Corp.
Toll Granite Corp. II
Toll Great Lakes Corp.
Toll Great Lakes Corp. II
Toll Keystone Corp.
Toll Keystone Corp. II
Toll Lone Star Corp.
Toll Lone Star Corp. II
Toll Mid-Atlantic LP Company, Inc.
Toll Mid-Atlantic Note Company, Inc.
Toll Midwest LP Company, Inc.
Toll Midwest Note Company, Inc.
Toll NJX III Corp.
Toll NJX IV Corp.
Toll NJX-I Corp.
Toll NJX-II Corp.
Toll Northeast LP Company, Inc.
Toll Northeast Note Company, Inc.
Toll Nutmeg Corp.
Toll Nutmeg Corp. II
Toll Old Line Corp.
Toll Old Line Corp. II
Toll Palmetto Corp.
Toll Palmetto Corp. II
Toll Plantation Corp.
Toll Plantation Corp. II
Toll Prairie Corp.
Toll Sagebrush Corp.
Toll Southeast LP Company, Inc.
II-61
Schedule IV of Additional Registrants (continued)
Exact Name of Registrant as Specified in its Charter
Toll Southeast Note Company, Inc.
Toll Southwest LP Company, Inc.
Toll Southwest Note Company, Inc.
Toll Sunshine Corp.
Toll Sunshine Corp. II
Toll Tar Heel Corp.
Toll Tar Heel Corp. II
Toll VA Member Two, Inc.
Toll WestCoast LP Company, Inc.
Toll WestCoast Note Company, Inc.
First Brandywine Partners, L.P.
Rose Hollow Crossing Associates
TB Proprietary, L.P.
First Brandywine LLC I
First Brandywine LLC II
First Brandywine LLC III
First Brandywine LLC IV
Toll DE X II, LLC
Toll DE X, LLC
II-62
Schedule V of Additional Registrants
Exact Name of Registrant as Specified in its Charter
The Regency Golf Club I LLC
The Regency Golf Club II LLC
II-63
Schedule VI of Additional Registrants
Exact Name of Registrant as Specified in its Charter
Toll Henderson LLC
Toll North LV LLC
Toll North Reno LLC
Toll NV Holdings LLC
Toll South LV LLC
Toll South Reno LLC
II-64
Schedule VII of Additional Registrants
Exact Name of Registrant as Specified in its Charter
Naples TBI Realty, LLC
Tampa TBI Realty LLC
II-65
Schedule VIII of Additional Registrants
Exact Name of Registrant as Specified in its Charter
Belmont Country Club I LLC
Belmont Country Club II LLC
Naples Lakes Country Club, L.L.C.
II-66
Schedule IX of Additional Registrants
Exact Name of Registrant as Specified in its Charter
Brier Creek Country Club I LLC
Brier Creek Country Club II LLC
II-67
Schedule X of Additional Registrants
Exact Name of Registrant as Specified in its Charter
Dominion Valley Country Club I LLC
Dominion Valley Country Club II LLC
II-68
Schedule XI of Additional Registrants
Exact Name of Registrant as Specified in its Charter
Golf I Country Club Estates at Moorpark LLC
Golf II Country Club Estates at Moorpark LLC
II-69
Schedule XII of Additional Registrants
Exact Name of Registrant as Specified in its Charter
Palm Cove Golf & Yacht Club I LLC
Palm Cove Golf & Yacht Club II LLC
Palm Cove Marina I LLC
Palm Cove Marina II LLC
II-70
EXHIBIT INDEX
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Exhibit No. |
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Description |
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1.1**
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Underwriting Agreement. |
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4.1
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Second Restated Certificate of Incorporation for Toll Brothers, Inc. dated September 8, 2005,
is hereby incorporated by reference to Exhibit 3.1 of the Registrants Form 10-Q for the quarter
ended July 31, 2005. |
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4.2
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Amended and Restated By-Laws of Toll Brothers, Inc. dated June 11, 2008, are hereby
incorporated by reference to Exhibit 3.1 of the Registrants Form 8-K filed on June 13, 2008. |
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4.3
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Specimen Common Stock Certificate is hereby incorporated by reference to Exhibit 4.1 of the
Registrants Form 10-K for the fiscal year ended October 31, 1991. |
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4.4
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Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series A
Junior Participating Preferred Stock of the Registrant is hereby incorporated by reference to
Exhibit 3.1 of the Registrants Form 8-K filed on June 18, 2007. |
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4.5**
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Form of stock certificate for the Preferred Stock of the Registrant. |
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4.6**
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Form of Debt Securities. |
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4.7**
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Form of Warrant Agreement. |
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4.8**
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Form of Warrant Certificate. |
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4.9**
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Form of Guarantee of Debt Securities. |
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4.10*
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Form of Indenture for Senior Debt Securities. |
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4.11*
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Form of Indenture for Subordinated Debt Securities. |
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4.12
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Rights Agreement dated as of June 13, 2007, by and between the Registrant and American Stock
Transfer & Trust Company, as Rights Agent, is hereby incorporated by reference to Exhibit 4.1 to
the Registrants Form 8-K filed on June 18, 2007. |
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5*
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Form of Opinion of WolfBlock LLP, Philadelphia, Pennsylvania. |
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10.1
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Amended and Restated Credit Agreement by and among First Huntingdon Finance Corp., the
Registrant and the lenders which are parties thereto dated as of March 17, 2006, is hereby
incorporated by reference to Exhibit 10.1 to the Registrants Form 10-Q for the quarter ended April
30, 2006. |
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12*
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Statement Regarding Computation of Ratio of Earnings to Fixed Charges. |
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23.1
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Consent of WolfBlock LLP (included as part of Exhibit 5.1). |
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23.2*
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Consent of Ernst & Young LLP Independent Registered Public Accounting Firm. |
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24*
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Power of Attorney (included in signature pages hereto). |
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25.1**
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Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, of trustee for
the debt securities. |
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* |
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Filed herewith. |
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** |
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To be filed by amendment or as an exhibit to a report filed under the Exchange Act and
incorporated herein by reference. |