UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 31, 2005
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Toll Brothers, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-09186 23-2416878
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
250 Gibraltar Road, Horsham, PA 19044
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Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 938-8000
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.04. TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
On May 31, 2005, Toll Corp. ("Toll Corp."), a wholly owned subsidiary
of Toll Brothers, Inc. (the "Company"), provided irrevocable notice to J.P.
Morgan Trust Company, National Association., as successor trustee to Bank One
Trust Company, N.A. (the "Trustee"), that Toll Corp. will redeem all of its
outstanding Toll Corp. 8% Senior Subordinated Notes due 2009 Guaranteed on a
Senior Subordinated Basis by Toll Brothers, Inc. (the "Notes"), in accordance
with the terms of the Indenture, dated January 26, 1999, between Toll Corp., the
Company and the Trustee (the "Indenture"). The redemption date will be June 30,
2005. Under the terms of the Indenture, the redemption price will be 102.667% of
the principal amount of the Notes outstanding plus accrued and unpaid interest
as of the redemption date. As of May 31, 2005, $100 million in principal amount
of the Notes was outstanding, which will result in a redemption price to be paid
by Toll Corp. on June 30, 2005 of $102.67 million, plus accrued and unpaid
interest at that date. On June 3, 2005, the Company also repaid all of its
$222.5 million First Huntingdon Finance Corp. bank term loan facility, due 2005,
at 100.0% of principal amount plus accrued interest. The redemption of the Notes
and repayment of the bank term loan facility are expected to result in an
after-tax charge in the Company's third quarter of fiscal 2005 of approximately
$0.03 per share (diluted). The charge represents, cumulatively, the call
premium, loan termination charge, and the write-off of unamortized debt issuance
costs associated with the Notes and the bank term loan facility.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TOLL BROTHERS, INC.
Dated: June 6, 2005 By: Joseph R. Sicree
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Joseph R. Sicree
Vice President, Chief
Accounting Officer