UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: September 22, 2009
(Date of earliest event reported)
TOLL BROTHERS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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001-09186
(Commission
File Number)
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23-2416878
(I.R.S. Employer
Identification No.) |
250 Gibraltar Road
Horsham, PA 19044
(Address of principal executive offices and zip code)
(215) 938-8000
(Registrant’s telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
o Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
TOLL BROTHERS, INC.
FORM 8-K
Item 1.01 Entry into a Material Definitive Agreement.
On September 22, 2009, Toll Brothers Finance Corp., Inc. (the “Issuer”), a wholly-owned
subsidiary of Toll Brothers, Inc. (the “Company”) completed a public offering of $250,000,000
aggregate principal amount of its 6.750% Senior Notes Due 2019 (the “Senior Notes”), guaranteed by
the Company and certain of its subsidiaries. The Senior Notes have been registered under the
Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s universal
shelf registration statement on Form S-3 (File No. 333-154807), as supplemented by the prospectus
supplement dated September 15, 2009, previously filed with the Securities and Exchange Commission
under the Securities Act.
The Senior Notes were issued (and the guarantees delivered) pursuant to an indenture (the
“Base Indenture”), dated as of April 20, 2009, among the Issuer, the guarantors named therein,
including the Company (collectively, the “Guarantors”) and The Bank of New York Mellon as trustee
(the “Trustee”), as amended and supplemented by the resolutions authorizing the Senior Notes, dated
as of September 22, 2009 (the “Authorizing Resolutions” and together with the Base Indenture, the
“Indenture”). Copies of the Authorizing Resolutions and the form of note are attached hereto as
Exhibits 4.1 and 4.2 respectively, and are incorporated herein by reference. The description of
the Senior Notes in this report are summaries and are qualified in their entirety by the terms of
the Indenture and the form of note.
The Senior Notes are unsecured and unsubordinated obligations of the Issuer and rank equally
and ratably with the other unsecured and unsubordinated indebtedness of the Issuer. The Senior
Notes and the guarantee of the Company are structurally subordinated to the prior claims of
creditors of non-guarantor subsidiaries of the Company.
The Issuer will pay interest on the Senior Notes semi-annually on May 1 and November 1,
beginning May 1, 2010, to holders of record on the preceding April 15 and October 15, as the case
may be. Interest will be calculated on the basis of a 360-day year of twelve 30-day months. The
Senior Notes will mature on November 1, 2019. The Issuer may redeem the Senior Notes in whole or
in part at any time and from time to time prior to their stated maturity at the redemption prices
set forth in the Authorizing Resolutions. In the event of a change of control repurchase event (as
defined in the Indenture), the holders of the Senior Notes may require the Issuer to purchase for
cash all or a portion of their Senior Notes at a purchase price equal to 101% of the principal
amount of such Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the
date of repurchase. The Senior Notes are subject to certain customary covenants, including
limitations on the ability of the Company and its subsidiaries, with exceptions, to incur debt
secured by liens and to engage in sale and lease-back transactions.
Holders of the Senior Notes may not enforce the Indenture or the Senior Notes except as
provided therein. In case an event of default (other than a default resulting from bankruptcy,
insolvency or reorganization) shall occur and be continuing with respect to the Senior Notes, the
Trustee or the holders of not less than 25% in aggregate principal amount of Senior Notes then
outstanding may declare the principal amount of all the Senior Notes and interest, if any, accrued
thereon to be due and payable immediately. If an event of default results from bankruptcy,
insolvency or reorganization, all amounts due and payable on the Senior Notes will automatically
become and be immediately due and payable. Any event of default with respect to the Senior Notes
(except defaults in payment of principal of (or premium, if any, on) or interest, if any, on the
Senior Notes or a default in respect of a covenant or provision that cannot be modified without the
consent of the holder of each outstanding Senior Note) may be waived by the holders of at least a
majority in aggregate principal amount of the Senior Notes outstanding.
The net proceeds from the offering of the Senior Notes will be used for general corporate
purposes, which may include the repayment or repurchase of certain of the Company’s outstanding
indebtedness, and to finance a tender offer by the Issuer to purchase for cash up to $150 million
in aggregate principal amount of its 6.875% Senior Notes due 2012 and 5.95% Senior Notes due 2013.
The tender offer is scheduled to expire on October 13, 2009 unless extended or earlier terminated.