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): June 15, 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 5.03. AMENDMENT OF ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
Effective June 15, 2005, the Certificate of Incorporation of Toll
Brothers Inc. (the "Company"), was amended to increase the Company's authorized
shares from 101,000,000 to 201,000,000 consisting of two classes of stock. The
Certificate of Amendment provides for 200,000,000 authorized shares of common
stock, $.01 par value, an increase from the 100,000,000 shares previously
authorized, and 1,000,000 authorized shares of preferred stock, $.01 par value,
the same number of preferred shares previously authorized. A copy of the
Certificate of Amendment, which was filed with the Secretary of State of the
State of Delaware on June 15, 2005, is included as Exhibit 3.1 to this Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c). Exhibits.
The following Exhibits are furnished as part of this Current Report on
Form 8-K:
Exhibit
No. Item
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3.1* Certificate of Amendment of Certificate of Incorporation of
Toll Brothers, Inc. filed with the Secretary of State of the
State of Delaware on June 15, 2005.
* Filed electronically herewith.
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 16, 2005 By: Joseph R. Sicree
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Joseph R. Sicree
Vice President, Chief
Accounting Officer