SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED July 31, 2001
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______TO_______
Commission file number 1-9186
TOLL BROTHERS INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2416878
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3103 Philmont Avenue, Huntingdon Valley, Pennsylvania 19006
(Address of principal executive offices) (Zip Code)
(215) 938-8000
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common Stock, $.01 par value: 34,811,774 shares as of September 4, 2001
TOLL BROTHERS, INC. AND SUBSIDIARIES
INDEX
Page No.
Statement of Forward-Looking Information 1
PART I. Financial Information
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)
as of July 31, 2001 and October 31, 2000 2
Condensed Consolidated Statements of Income
(Unaudited) For the Nine Months and Three
Months Ended July 31, 2001 and 2000 3
Condensed Consolidated Statements of Cash Flows
(Unaudited) For the Nine Months Ended
July 31, 2001 and 2000 4
Notes to Condensed Consolidated Financial
Statements (Unaudited) 5
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
ITEM 3. Quantitative and Qualitative Disclosures
About Market Risk 11
PART II. Other Information 12
SIGNATURES 13
STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information included herein and in other Company reports, SEC filings,
statements and presentations is forward-looking within the meaning of the
Private Securities Litigation Reform Act of 1995, including, but not limited
to, statements concerning the Company's anticipated operating results,
financial resources, changes in revenues, changes in profitability, interest
expense, growth and expansion, ability to acquire land, ability to sell homes
and properties, ability to deliver homes from backlog, ability to secure
materials, and subcontractors and stock market valuations. Such
forward-looking information involves important risks and uncertainties that
could significantly affect actual results and cause them to differ materially
from expectations expressed herein and in other Company reports, SEC filings,
statements and presentations. These risks and uncertainties include local,
regional and national economic conditions, the effects of governmental
regulation, the competitive environment in which the Company operates,
fluctuations in interest rates, changes in home prices, the availability and
cost of land for future growth, the availability and cost of capital,
fluctuations in capital and securities markets, the availability and cost of
labor and materials, and weather conditions.
Additional information concerning potential factors that the Company believes
could cause its actual results to differ materially from expected and
historical results is included under the caption "Factors That May Affect Our
Future Results" in Item 1 of our Annual Report on Form 10-K for the fiscal
year ended October 31, 2000. If one or more of the assumptions underlying
our forward-looking statements proves incorrect, then the Company's actual
results, performance or achievements could differ materially from those
expressed in, or implied by the forward-looking statements contained in this
report. 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.
TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
July 31, October 31,
2001 2000
(Unaudited)
ASSETS
Cash and cash equivalents $ 125,528 $ 161,860
Inventory 2,129,122 1,712,383
Property, construction and office
equipment, net 31,972 24,075
Receivables, prepaid expenses and
other assets 127,211 113,025
Investments in unconsolidated entities 14,973 18,911
$2,428,806 $2,030,254
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Loans payable $ 364,261 $ 326,537
Subordinated notes 669,561 469,499
Customer deposits on sales contracts 115,240 104,924
Accounts payable 100,817 110,927
Accrued expenses 214,131 185,141
Income taxes payable 87,763 88,081
Total liabilities 1,551,773 1,285,109
Stockholders' equity:
Preferred stock
Common stock 357 359
Additional paid-in capital 108,351 105,454
Retained earnings 813,755 668,608
Treasury stock (45,430) (29,276)
Total stockholders' equity 877,033 745,145
$2,428,806 $2,030,254
See accompanying notes
Nine Months Three Months
ended July 31 ended July 31
2001 2000 2001 2000
Revenues:
Housing sales 1,529,394 1,160,379 573,479 452,174
Land sales 25,166 30,061 2,749 9,544
Equity earnings of
unconsolidated joint ventures 7,575 3,069 2,314
Interest and other 11,718 6,060 5,526 2,814
1,573,853 1,199,569 584,068 464,532
Costs and expenses:
Housing sales 1,131,136 887,303 417,756 342,030
Land sales 19,611 23,266 2,073 7,618
Selling, general
& administrative 152,894 119,307 54,555 44,177
Interest 40,506 31,211 15,524 11,916
1,344,147 1,061,087 489,908 405,741
Income before income tax 229,706 138,482 94,160 58,791
Income taxes 84,559 50,905 34,716 21,557
Net Income 145,147 87,577 59,444 37,234
Earnings per share
Basic 4.02 2.41 1.66 1.03
Diluted 3.71 2.36 1.54 1.00
Weighted average number
of shares
Basic 36,143 36,338 35,838 36,146
Diluted 39,134 37,055 38,706 37,219
See accompanying notes
TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands, except per share data)
(Unaudited)
Nine months
ended July 31
2001 2000
Cash flows from operating activities:
Net income $145,147 $ 87,577
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 7,233 6,115
Equity in the earnings of unconsolidated
joint ventures (7,575) (3,069)
Deferred tax provision 5,732 3,434
Changes in operating assets and liabilities:
Increase in inventory (394,925) (220,160)
Origination of mortgage loans (121,358)
Sale of mortgage loans 110,348
Decrease (increase) in receivables, prepaid
expenses and other assets 559 (18,554)
Increase in customer deposits on
sales contracts 10,316 29,989
Increase in accounts payable,
accrued expenses and other liabilities 24,084 26,723
(Decrease) increase in current income
taxes payable (923) 11,546
Net cash used in operating activities (221,362) (76,399)
Cash flows from investing activities:
Purchase of property, construction and office
equipment, net (12,262) (7,412)
Distribution from unconsolidated entities 14,017 2,699
Net cash provided (used) in investing activities 1,755 (4,713)
Cash flows from financing activities:
Proceeds from loans payable 108,869 560,132
Principal payments of loans payable (98,978) (436,635)
Net proceeds from the issuance of senior
subordinated notes 196,975
Proceeds from stock-based benefit plans 12,909 615
Purchase of treasury stock (36,500) (15,430)
Net cash provided by financing activities 183,275 108,682
Net (decrease) increase in cash and cash
equivalents (36,332) 27,570
Cash and cash equivalents, beginning of period 161,860 96,484
Cash and cash equivalents, end of period $125,528 $124,054
See accompanying notes
TOLL BROTHERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands)
(Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the rules and regulations of the Securities
and Exchange Commission for interim financial information. The October 31,
2000 balance sheet amounts and disclosures included herein have been derived
from the October 31, 2000 audited financial statements of the Registrant.
Since the accompanying condensed consolidated financial statements do not
include all the information and footnotes required by accounting principles
generally accepted in the United States for complete financial statements, it
is suggested that they be read in conjunction with the financial statements
and notes thereto included in the Registrant's October 31, 2000 Annual Report
on Form 10K. In the opinion of management, the accompanying unaudited
condensed consolidated financial statements include all adjustments, which are
of a normal recurring nature, necessary to present fairly the Company's
financial position as of July 31, 2001, the results of its operations for the
nine months and three months ended July 31, 2001 and 2000 and its cash flows
for the nine months ended July 31, 2001 and 2000. The results of operations
for such interim periods are not necessarily indicative of the results to be
expected for the full year.
2. Inventory
Inventory consisted of the following:
July 31, October 31,
2001 2000
Land and land development costs $ 692,801 $ 558,503
Construction in progress 1,242,538 992,098
Sample homes 75,402 60,511
Land deposits and costs of future
development 80,857 68,560
Deferred marketing 37,524 32,711
$2,129,122 $1,712,383
Construction in progress includes the cost of homes under construction, land
and land development costs and the carrying costs of lots that have been
substantially improved.
The Company capitalizes certain interest costs to inventory during the
development and construction period. Capitalized interest is charged to
interest expense when the related inventory is closed. Interest incurred,
capitalized and expensed is summarized as follows:
Nine months Three months
ended July 3 ended July 31
2001 2000 2001 2000
Interest capitalized, beginning 78,443 64,984 90,426 74,171
Interest incurred 58,110 43,602 20,711 14,971
Interest expensed 40,506 31,211 15,524 11,916
Write off to cost of sales 755 596 321 447
Interest capitalized, end of period 95,292 76,779 95,292 76,779
3. Earnings per Share Information
Information pertaining to the calculation of earnings per share for the nine
months and three months ended July 31, 2001 is as follows:
Nine months Three months
ended July 3 ended July 31
2001 2000 2001 2000
Basic weighted average shares
outstanding 36,143 36,338 35,838 36,146
Stock options 2,991 717 2,868 1,073
Diluted weighted average shares 39,134 37,055 38,706 37,219
4. Subordinated Notes
In January 2001, the Company issued $200,000,000 of eight and one
quarter percent Senior Subordinated Notes due 2011. The Company used
the proceeds for general corporate purposes including the acquisition of
inventory.
5. Stock Repurchase Program
The Company's Board of Directors has authorized the repurchase of up to
5,000,000 shares of its Common Stock, par value $.01, from time to time, in
open market transactions or otherwise, for the purpose of providing shares for
the Company's various employee benefit plans. As of July 31, 2001, the
Company had repurchased approximately 1,061,000 shares under the program.
As of July 31, 2001, the Company held 1,358,643 shares in Treasury.
6. Supplemental Disclosure to Statements of Cash Flows
The following are supplemental disclosures to the statements of cash flow for
the nine months ended July 31,
2001 and 2000:
2001 2000
Supplemental disclosures of cash flow information:
Interest paid, net of capitalized amount 8,987 8,827
Income taxes paid 79,750 35,924
Supplemental disclosures of non-cash activities:
Cost of inventories acquired through seller financing 28,982 6,751
Investment in unconsolidated subsidiary acquired through
seller financing
$ 4,500
Income tax benefit relating to exercise of employee
stock options 5,128 472
Stock bonus awards 4,413 1,395
Contributions to employee retirement plans 791 641
PART I. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, comparisons of
certain income statement items related to the Company's operations
(amounts in millions):
Nine months ended July 31, Three months ended July 31,
2001 2000 2001 2000
$ % $ % $ % $ %
Housing sales
Revenues 1,529.40 1,160.4 573.5 452.2
Costs 1,131.1 74.0 887.3 76.5 417.8 72.8 342.0 75.6
Land sales
Revenues 25.2 30.1 2.7 9.5
Costs 19.6 77.9 23.3 77.4 2.1 75.4 7.6 79.8
Equity eof
unconsolidated
joint ventures 7.6 3.1 2.3
Interest and other 11.7 6.0 5.5 2.8
Total revenues 1,573.9 1,199.6 584.1 464.5
Selling, general
& administrative
expense* 152.9 9.7 119.3 10 5 4.6 9.3 44.2 9.5
Interest expense* 40.5 2.6 31.2 2.6 15.5 2.7 11.9 2.6
Total costs
and expenses* 1,344.1 85.4 1,061.1 88.5 489.9 83.9 405.7 87.3
Income before
income taxes 229.8 14.6 138.5 11.5 94.2 16.1 58.8 12.7
* Percentages are based on total revenues
Note: Amounts may not add due to rounding.
HOUSING SALES
Housing revenues for the nine month and three month periods ended July 31, 2001
were higher than those of the comparable periods of 2000 by approximately $369
million, or 32%, and $121 million, or 27%, respectively. The revenue increase
in the nine month period was attributable to a 15% increase in the number of
homes delivered and a 14% increase in the average price of the homes delivered.
The increase in revenues in the three month period of fiscal 2001 was
attributable to a 14% increase in the average price of the homes delivered and
a 12% increase in the number of homes delivered. The increase in the average
price of the homes delivered in both periods of fiscal 2001 was the result of
increased selling prices and a shift in the location of homes delivered to more
expensive areas. The increase in the number of homes delivered is primarily due
to the larger backlog of homes to be delivered at the beginning of fiscal 2001
as compared to fiscal 2000.
The value of new sales contracts signed amounted to $1.69 billion (3,396 homes)
in the nine month period of fiscal 2001, a 7% increase over the value of
contracts signed in the nine month period of fiscal 2000 of $1.57 billion
(3,322 homes). This increase is attributable to a 5% increase in the average
selling price of the homes (due primarily to the location and size and the
increase in base selling prices) and a 2% increase in the number of units
sold. For the three months ended July 31, 2001, the value of contracts signed
increased 2% over the comparable period of fiscal 2000. This increase was
primarily attributable to an increase in the number of units sold.
The increase in the number of signed contracts for the nine month and three
month periods of fiscal 2001 was negatively impacted by temporary delays in
the opening of a number of new communities and in the opening of new sections
of several existing communities. These delays were caused by an increase in
government regulation in many of the Company's markets. The Company expects
to have approximately 160 selling communities as of October 31, 2001 compared
to 142 as of July 31, 2001 and 146 as of October 31, 2000.
As of July 31, 2001, the backlog of homes under contract was $1.58 billion
(3,055 homes), approximately 8% higher than the $1.47 billion (2,983 homes)
backlog as of July 31, 2000 and approximately 10% higher than the $1.43
billion (2,779 homes) backlog as of October 31, 2000. The increase in backlog
at July 31, 2001 is primarily attributable to the increase in the number of
new contracts signed and price increases in fiscal 2001, as previously
discussed. Based on the Company's current backlog, we believe that fiscal
2001 will be another record year.
Housing costs as a percentage of housing sales decreased in both periods of
fiscal 2001 as compared to the comparable periods of fiscal 2000. The
decreases were largely the result of selling prices increasing at a greater
rate than costs, lower land and improvement costs and improved operating
efficiencies offset in part by higher inventory write-offs. The Company
incurred $6.6 million and $2.3 million in write-offs in the nine month and
three month periods of fiscal 2001, respectively, as compared to $5.0 million
and $.9 million in the comparable periods of fiscal 2000.
LAND SALES
The Company operates a land development and sales operation in Loudoun County,
Virginia. The Company is also developing several master planned communities in
which it may sell land to other builders. The amount of land sales will vary
from quarter to quarter depending upon the scheduled timing of the delivery
of the land parcels. Land sales amounted to $25.2 million and $2.7 million for
the nine months and three months ended July 31, 2001, respectively, as
compared to $30.1 million and $9.5 million for the comparable periods of 2000.
EQUITY EARNINGS IN UNCONSOLIDATED JOINT VENTURES
In fiscal 1998, the Company entered into a joint venture to develop and sell
land owned by its venture partner. Under the terms of the agreement, the
Company has the right to purchase up to a specified number of lots with the
majority of the lots to be sold to other builders. In the quarter ended
April 30, 2000, the joint venture sold its first group of lots to other
builders and to the Company. The Company recognizes its share of earnings from
the sale of lots to other builders but does not recognize earnings from lots
it purchases. It reduces its cost basis in the lots it purchases from the
joint venture by its share of the earnings on those lots. Earnings from this
joint venture will vary significantly from quarter to quarter.
INTEREST AND OTHER INCOME
Interest and other income increased $5.7 million in the nine month period
ended July 31, 2001 as compared to the same period of fiscal 2000. The
increase was principally due to an increase in interest income, the gain from
the sale of an office building constructed by the Company, an increase in
earnings from the Company's ancillary businesses, offset in part by reduced
management fee income in fiscal 2001 compared to fiscal 2000 and gains from
the sale of miscellaneous assets recognized in fiscal 2000.
For the three months ended July 31, 2001, interest and other income increased
$2.7 million as compared to the three months ended July 31, 2000. This
increase was primarily the result of a gain realized on the sale of an office
building constructed by the Company, an increase in interest income, an
increase in earnings from the Company's ancillary businesses, offset in
part by reduced management fees in fiscal 2001 compared to 2000 and gains
from the sale of miscellaneous assets recognized in fiscal 2000.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("SG&A")
SG&A spending increased by $33.6 million or 28% and $10.4 million or 23% in
the nine month and three month periods ended July 31, 2001 as compared to the
same periods of fiscal 2000. This increased spending was primarily due to the
increase in housing revenues in fiscal 2001 as compared to 2000 and spending
related to the development of its master planned communities.
INTEREST EXPENSE
The Company determines interest expense on a specific lot-by-lot basis for
its homebuilding operations and on a parcel-by-parcel basis for its land sales.
As a percentage of total revenues, interest expense will vary depending on
many factors including the period of time that the land was owned, the length
of time that the homes delivered during the period were under construction,
and the interest rates and the amount of debt carried by the Company in
proportion to the amount of its inventory during those periods. Interest
expense as a percentage of revenues was approximately the same in both
periods of fiscal 2001 and 2000.
INCOME BEFORE INCOME TAXES
Income before taxes increased 66% in the nine month and 60% in the three
month period of fiscal 2001 over the same periods of fiscal 2000.
INCOME TAXES
Income taxes were provided at an effective rate of 36.8% for the nine month
periods of fiscal 2001 and 2000. For the three month periods of fiscal 2001
and 2000, income taxes were provided at 36.9% and 36.7%, respectively. The
difference in rates in the three month periods was due primarily to higher tax
free income in fiscal 2000 as compared to fiscal 2001.
CAPITAL RESOURCES AND LIQUIDITY
Funding for the Company's operations has been principally provided by cash
flows from operations, unsecured bank borrowings and the public debt and
equity markets.
Cash flow from operations, before inventory additions, has improved as
operating results have improved. The Company has used the cash flow from
operations, bank borrowings and public debt to acquire additional land for new
communities, to fund additional expenditures for land development and
construction costs needed to meet the requirements of the increased backlog
and continuing expansion of the number of communities in which the Company
is offering homes for sale, to repurchase Company stock and to repay debt.
The Company expects that inventory will continue to increase and is currently
negotiating and searching for additional opportunities to obtain control of
land for future communities.
The Company has a $485 million unsecured revolving credit facility with
fourteen banks of which $445 million extends to March 2006 and $40 million
extends to February 2003. As of July 31, 2001, the Company had $80 million
of loans and approximately $43 million of letters of credit outstanding under
the facility.
The Company believes that it will be able to continue to fund its activities
through a combination of existing cash resources, cash flow from operations
and existing sources of credit.
HOUSING DATA
($ IN THOUSANDS)
Nine Months Contracts
2001 2000 2001 2000
units units $ $
Northeast (MA,RI,NH,CT,NY,NJ) 640 774 $ 322,254 $ 376,841
Mid-Atlantic (PA,DE,MD,VA) 1,221 973 565,232 444,532
Mid-West (OH,IL,MI) 398 355 172,300 150,612
Southeast (FL,NC,TN) 421 314 190,579 152,978
Southwest (AZ,NV,TX) 403 559 210,299 233,529
West Coast (CA) 313 347 224,533 215,322
Total(1) 3,396 3,322 $1,685,197 $1,573,814
Nine Months Settlements
2001 2000 2001 2000
units units $ $
Northeast (MA,RI,NH,CT,NY,NJ) 706 763 $ 358,300 $ 355,923
Mid-Atlantic (PA,DE,MD,VA) 954 852 441,184 382,345
Mid-West (OH,IL,MI) 319 230 149,069 80,356
Southeast (FL,NC,TN) 356 168 159,139 81,376
Southwest (AZ,NV,TX) 416 536 203,761 194,725
West Coast (CA) 328 119 217,941 65,654
Total 3,079 2,668 $1,529,394 $1,160,379
Three Months Contracts
2001 2000 2001 2000
units units $ $
Northeast (MA,RI,NH,CT,NY,NJ) 197 220 $ 102,887 $ 112,234
Mid-Atlantic (PA,DE,MD,VA) 430 309 194,196 143,947
Mid-West (OH,IL,MI) 102 111 48,696 47,473
Southeast (FL,NC,TN) 146 108 66,309 54,130
Southwest (AZ,NV,TX) 131 166 69,975 78,727
West Coast (CA) 79 146 60,729 95,806
Total(1) 1,085 1,060 542,792 532,317
Three Months Settlements
2001 2000 2001 2000
units units $ $
Northeast (MA,RI,NH,CT,NY,NJ) 243 290 $ 125,875 $ 137,987
Mid-Atlantic (PA,DE,MD,VA) 355 327 163,381 149,203
Mid-West (OH,IL,MI) 116 90 58,965 32,613
Southeast (FL,NC,TN) 141 64 59,844 31,377
Southwest (AZ,NV,TX) 155 187 80,256 71,826
West Coast (CA) 119 53 85,158 29,168
Total 1,129 1,011 573,479 452,174
July 31 Backlog
2001 2000 2001 2000
units units $ $
Northeast (MA,RI,NH,CT,NY,NJ) 657 734 $ 331,540 $ 367,132
Mid-Atlantic (PA,DE,MD,VA) 946 813 443,268 373,580
Mid-West (OH,IL,MI) 349 313 158,808 139,932
Southeast (FL,NC,TN) 377 308 178,071 148,163
Southwest (AZ,NV,TX) 404 443 215,864 209,036
West Coast (CA) 322 372 251,559 230,411
Total(1) 3,055 2,983 1,579,110 1,468,254
(1)Contracts for the three month and nine month periods ended July 31, 2001
include $1,861,000 (6 homes) and $11,638,000 (41 homes), respectively, from
an unconsolidated 50% owned joint venture. Contracts for the three month and
nine month periods ended July 31, 2000 include $4,445,000 (15 homes) and
$12,339,000 (45 homes) from this joint venture. Backlog as of July 31, 2001
and July 31, 2000 includes $9,081,000 (30 homes), and $13,229,000
(47 homes), respectively, from this joint venture.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
PART II. Other Information
ITEM 1. Legal Proceedings
None.
ITEM 2. Changes in Securities and Use of Proceeds
None.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
None.
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 10.1* Amendment to the Toll Brothers, Inc. Stock Option Plan (1986)
effective June 14, 2001.
Exhibit 10.2* Amendment to the Toll Brothers, Inc. Key Executives and
Non-Employee Directors Stock Option Plan (1993) effective June 14, 2001.
Exhibit 10.3* Amendment to the Toll Brothers, Inc. Stock Option and Incentive
Plan (1995) effective March 22, 2001.
Exhibit 10.4* Amendment to the Toll Brothers, Inc. Stock Incentive Plan
(1998) effective March 22, 2001.
*Filed electronically herewith.
(b) Reports on form 8-K
During the quarter ended July 31, 2001, the Registrant did not file a current
report on Form 8-K
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 thereunto duly authorized.
TOLL BROTHERS, INC.
(Registrant)
Date: September 6, 2000
By: /s/ Joel H. Rassman
Joel H. Rassman
Senior Vice President,
Treasurer and Chief
Financial Officer
Date: September 6, 2000
By: /s/ Joseph R. Sicree
Joseph R. Sicree
Vice President -
Chief Accounting Officer
(Principal Accounting Officer)