SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED January 31, 2002
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: 35,409,187 shares as of March 4, 2002
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 January 31, 2002 and October 31, 2001 2
Condensed Consolidated Statements of Income
(Unaudited) For the Three Months Ended
January 31, 2002 and 2001 3
Condensed Consolidated Statements of Cash Flows
(Unaudited) For the Three Months Ended
January 31, 2002 and 2001 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 10
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. In some cases you can identify
those so-called forward looking statements by words such as "may", "will",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential", or "continue" or the negative of those words or other
comparable words. 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 and political
conditions, consequences of any future terrorist attacks such as those that
occurred on September 11, 2001, 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 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, 2001. 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 Act of 1995.
PART 1. FINANCIAL INFORMATION
ITEM 1.
TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
January 31, October 31,
2002 2001
(Unaudited)
ASSETS
Cash and cash equivalents $ 273,552 $ 182,840
Inventory 2,276,803 2,183,541
Property, construction and office
equipment, net 33,686 33,095
Receivables, prepaid expenses and
other assets 94,708 91,784
Mortgage loans receivable 27,794 26,758
Investments in unconsolidated entities 13,457 14,182
$ 2,720,000 $ 2,532,200
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Loans payable $ 382,871 $ 387,466
Subordinated notes 819,602 669,581
Customer deposits 100,895 101,778
Accounts payable 132,963 132,970
Accrued expenses 224,685 229,671
Income taxes payable 84,343 98,151
Total liabilities $ 1,745,359 $ 1,619,617
Stockholders' equity:
Preferred stock
Common stock 369 369
Additional paid-in capital 105,385 107,014
Retained earnings 926,775 882,281
Treasury stock (57,888) (77,081)
Total stockholders' equity 974,641 912,583
$ 2,720,000 $ 2,532,200
See accompanying notes
TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
(Unaudited)
Three Months Ended
January 31,
2002 2001
Revenues:
Housing sales $ 482,702 $ 458,369
Land sales 6,423 10,907
Equity earnings of
unconsolidated joint ventures 2,386
Interest and other 3,054 3,599
492,179 475,261
Costs and expenses:
Housing sales 351,425 344,813
Land sales 4,217 8,540
Selling, general
& administrative 52,398 46,949
Interest 14,155 11,764
422,195 412,066
Income before income taxes 69,984 63,195
Income taxes 25,490 23,270
Net income $ 44,494 $ 39,925
Earnings per share
Basic $ 1.27 $ 1.10
Diluted $ 1.20 $ 1.01
Weighted average number
of shares
Basic 35,001 36,163
Diluted 37,122 39,415
See accompanying notes
TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Three months ended
January 31,
2002 2001
Cash flows from operating activities:
Net income $ 44,494 $ 39,925
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 2,903 2,265
Equity in the earnings of unconsolidated
joint ventures (2,386)
Deferred tax provision (1,414) 1,685
Changes in operating assets and liabilities:
Increase in inventory (92,752) (136,047)
Origination of mortgage loans (83,430) (26,186)
Sale of mortgage loans 82,397 24,877
Increase in receivables, prepaid expenses
and other assets (3,151) (5,800)
(Decrease) increase in customer deposits (882) 603
Increase (decrease) in accounts payable
and accrued expenses 1,860 (23,279)
Decrease in current income taxes payable (8,096) (16,165)
Net cash used in operating activities (58,071) (140,508)
Cash flows from investing activities:
Purchase of property, construction and
office equipment, net (3,072) (3,396)
Investments in unconsolidated entities (2,000)
Distribution from unconsolidated entities 2,800 8,750
Net cash (used in) provided by investing activities (2,272) 5,354
Cash flows from financing activities:
Proceeds from loans payable 96,540 40,000
Principal payments of loans payable (101,645) (42,268)
Net proceeds from the issuance of subordinated debt 149,748 196,975
Proceeds from stock-based benefit plans 6,437 9,680
Purchase of treasury stock (25) (1,642)
Net cash provided by financing activities 151,055 202,745
Increase in cash and cash equivalents 90,712 67,591
Cash and cash equivalents, beginning of period 182,840 161,860
Cash and cash equivalents, end of period $ 273,552 $ 229,451
See accompanying notes
TOLL BROTHERS, INC. and SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(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, 2001 balance sheet amounts and disclosures included herein have
been derived from the October 31, 2001 audited financial statements of Toll
Brothers, Inc. and Subsidiaries. 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 Company's October 31, 2001 Annual Report on Form 10-K. 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 January 31, 2002 and the results of its operations and cash
flows for the three months ended January 31, 2002 and 2001. The results of
operations for such interim periods are not necessarily indicative of the
results to be expected for the full year.
Certain amounts reported in prior periods have been reclassified for
comparative purposes.
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets" provides guidance on accounting for certain
intangibles and eliminates the amortization of goodwill and certain other
intangible assets. Intangible assets, including goodwill, that are not
subject to amortization are required to be tested for impairment and
possible write-down on an annual basis. The Company adopted SFAS 142 on
November 1, 2001, the first day of its 2002 fiscal year. The Company had
$9.4 million of goodwill at November 1, 2001. The adoption of SFAS 142 did
not have a material impact on the Company's financial statements.
2. Inventory
Inventory consisted of the following (amounts in thousands):
January 31, October 31,
2002 2001
Land and land development costs $ 864,955 $ 833,386
Construction in progress 1,191,528 1,145,046
Sample homes 83,733 75,723
Land deposits and costs of
future developments 90,942 89,360
Deferred marketing costs 45,645 40,026
$2,276,803 $2,183,541
Construction in progress includes the cost of homes under construction,
land, land development costs and carrying costs of lots that have been
substantially improved.
The Company capitalizes certain interest costs to inventories during the development and co
Capitalized interest is charged to interest expense when the related inventory is delivered
Interest incurred, capitalized and expensed is summarized as follows (amounts in thousands)
Three months ended
January 31,
2002 2001
Interest capitalized,
beginning of period $ 98,650 $ 78,443
Interest incurred 22,870 16,913
Interest expensed (14,155) (11,764)
Write-off to cost of sales ( 823)
Interest capitalized,
end of period $ 106,542 $ 83,592
3. Earnings Per Share
Information pertaining to the calculation of earnings per share for the three months e
is as follows (amounts in thousands):
2002 2001
Basic weighted average shares 35,001 36,163
Common stock equivalents 2,121 3,252
Diluted weighted average shares 37,122 39,415
4. Subordinated Notes
In November 2001, the Company issued $150,000,000 of 8.25% Senior
Subordinated Notes due December 2011. The Company has 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 January
31, 2002, the Company had repurchased approximately 2,062,000 shares under
the program.
6. Subsequent Event
On March 4, 2002, the Company's Board of Directors declared a two-for-one
split of its common stock which will be effected in the form of a stock
dividend. Record holders of the Company's common stock as of the close of
business on March 14, 2002 will be entitled to one additional share for
each share held as of that time. The new shares will be distributed on
March 28, 2002.
7. Supplemental Disclosure to Statements of Cash Flows
The following are supplemental disclosures to the statements of cash flows (amounts in thousands):
Three months ended
January 31,
2002 2001
Supplemental disclosures of cash flow information:
Interest paid, net of capitalized amounts $ 3,574 $ 3,045
Income taxes paid $ 35,000 $ 37,750
Supplemental disclosures of non-cash activities:
Cost of residential inventories acquired
through seller financing $ 510 $ 4,500
Income tax benefit relating to exercise of
employee stock options $ 4,298 $ 4,312
Stock bonus award $ 6,853 $ 4,413
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
CRITICAL ACCOUNTING POLICIES
Basis of Presentation
The Company's financial statements include the accounts of Toll Brothers,
Inc. and its majority owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated. Investments in 20% to 50%
owned partnerships and affiliates are accounted for on the equity method.
Income Recognition
Revenue and cost of sales are recorded at the time each home, or lot, is
closed and title and possession have been transferred to the buyer.
Land, land development and related costs are amortized to the cost of homes
closed based upon the total number of homes to be constructed in each
community. Home construction and related costs are charged to the cost of
homes closed under the specific identification method. Land, common
development and related costs of master planned communities are allocated to
individual communities within the master planned community on a relative
sales value basis.
Joint Venture Accounting
The Company has entered into three joint ventures to develop and sell land
that was owned or is currently owned by its venture partners. The Company
recognizes its share of earnings from the sale of lots to other builders.
The Company does not recognize earnings from lots it purchases from the
ventures, but reduces its cost basis in the lots by its share of the earnings
on those lots. The Company has agreed to purchase 180 lots from one of the
ventures, 46 lots from another and has the right to purchase up to 385 lots
from the third.
In addition, the Company effectively owns one-third of Toll Brothers Realty
Trust (the "Trust"), an entity that was formed to take advantage of commercial
real estate opportunities that may present themselves from time to time. The
Company is committed to invest an additional $9.2 million in the Trust if
required. The Company provides development finance and administrative services
to the Trust and receives fees from it under various agreements. The Company
also owns 50% of a joint venture that is currently selling and building an
active adult, age-qualified community.
The Company's total commitment to these entities is not material to its
financial position. These investments are accounted for on the equity method.
RESULTS OF OPERATIONS
The following table sets forth, for the three months ended January 31, 2002 and 2001, certain income
statement items related to the Company's operations (amounts in millions):
Three months ended January 31,
2002 2001
$ % $ %
Housing sales
Revenues 482.7 458.4
Costs 351.4 72.8 344.8 75.2
Land sales
Revenues 6.4 10.9
Costs 4.2 65.7 8.5 78.3
Equity earnings in
unconsolidated joint venture 2.4
Other 3.1 3.6
Total revenue 492.2 475.3
Selling, general &
administrative expenses* 52.4 10.6 46.9 9.9
Interest expense* 14.2 2.9 11.8 2.5
Total costs and expenses* 422.2 85.8 412.1 86.7
Income before income taxes* 70.0 14.2 63.2 13.3
Note: Amounts may not add due to rounding
*Percentages are based on total revenues.
HOUSING SALES
Housing revenues for the three months ended January 31, 2002 increased $24.3
million, or 5%, over housing revenues for the three months ended January 31,
2001. This increase was primarily the result of an increase in the average
price of the homes delivered. The increase in the average price of the homes
delivered was principally the result of increases in the base sales prices of
our homes and a shift in the location of homes delivered to more expensive
areas.
The aggregate sales value of contracts signed during the three months ended
January 31, 2002 amounted to $485.2 million, an 8% increase over
the same period in fiscal 2001. This increase is primarily the result of a 5%
increase in the number of homes for which new contracts were signed and a 3%
increase in the average price of the homes under those contracts (due
primarily to increases in base selling prices and a shift in the location of
homes sold to more expensive areas).
At January 31, 2002, the backlog of homes under contract but not delivered
amounted to $1.41 billion (2,662 homes), as compared to $1.41 billion (2,727
homes) at October 31, 2001 and $1.42 billion (2,678 homes) backlog at January
31, 2001.
Housing costs as a percentage of housing sales decreased from 75.2% to 72.8%
in fiscal 2002 as compared to the comparable period of fiscal 2001. The
decrease was primarily the result of sales prices of homes increasing faster
than cost increases, lower land and land improvement costs, improved operating
efficiencies and lower inventory write-offs. The Company incurred $1.3 million
in write-offs in the three-month period of fiscal 2002 as compared to $2.7
million in the comparable period of fiscal 2001.
The Company continues to increase the number of communities from which it is
selling. At January 31, 2002 it had 165 selling communities as compared to 145
at January 31, 2001 and expects to have 175 by October 31, 2002. Demand for
homes continues to strengthen. Customer deposits for the month of February
2002 were up 31% in the aggregate over February 2001 and 18% higher on a per
community basis. Deposits are non-binding agreements signed by a home buyer
which reserve a home site and fix the home price for a short period of time.
Not all deposits result in signed, binding agreements of sale, and therefore,
deposits are not included in backlog. Because it takes, on average, more than
ten months from the time the Company receives a deposit until it delivers the
home, deposits considered in the context of the Company's experience, are an
indication of the level of business that the Company can anticipate in fiscal
2003. Based upon the strength of demand and the increased number of selling
communities, the Company believes revenues for fiscal 2003 could exceed $2.5
billion.
LAND SALES
The Company operates a land development and sales operation in Loudoun
County, Virginia and 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 $6.4 million for the three months
ended January 31, 2002, a 41% decrease over the comparable quarter of 2001.
The decrease in land sales was due to fewer lots being available for sale at
South Riding, offset in part by increased sales of lots in the Company's other
master planned communities. Cost of sales as a percentage of land sales
declined from 78.3% in 2001 to 65.7% in 2002. This decrease was the result of
lower cost land as a percentage of sales price being delivered in 2002 as
compared to 2001.
INTEREST AND OTHER INCOME
For the three months ended January 31, 2002, other income decreased by
$545,000 as compared to the three months ended January 31, 2001. This
decrease was primarily the result of a decrease in interest income due to
lower interest rates and a decrease in income from the Company's ancillary
businesses offset in part by increased income from forfeitures of customer
deposits.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("SG&A")
SG&A spending increased by $5.4 million, or 12%, in the three months ended
January 31, 2002 as compared to the three months ended January 31, 2001. As a
percentage of total revenues, SG&A increased to 10.6% for the first quarter of
fiscal 2002 as compared to 9.9% for the first quarter of fiscal 2001. This
increase was primarily due to the higher number of communities open for sale
during the first quarter of fiscal 2002 compared to the first quarter of
fiscal 2001. The Company had 165 selling communities at January 31, 2002 as
compared to 145 at January 31, 2001.
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 higher in the first quarter of fiscal
2002 compared to the same period of fiscal 2001.
INCOME TAXES
Income taxes were provided at an effective rate of 36.4% and 36.8% for the
first quarter of fiscal 2002 and the first quarter of fiscal 2001,
respectively. The decrease in the 2002 rate is the result of higher tax free
interest income during the 2002 quarter as compared to the 2001 quarter.
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 anticipates that the cash flow
from operations, before inventory additions, will continue to be strong but
will be dependent on the level of revenues from the delivery of homes and land
sales. 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 needed to support the
Company's continuing expansion of the number of communities in which it is
offering homes for sale, to repurchase Company stock and to reduce debt. The
Company expects that inventories 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 $535 million unsecured revolving credit facility with
16 banks, of which $445 million extends through March 2006 and $90 million
extends through February 2003. As of January 31, 2002, the Company had $80
million of loans and approximately $52.5 million of letters of credit
outstanding under the facility. The Company believes that it will be able to
fund its activities through a combination of existing cash resources, cash
flow from operations and other sources of funds similar in nature to those
the Company has accessed in the past.
In November 2001, the Company issued $150 million of 8.25% Senior Subordinated
Notes due 2011 to the public. The Company has used the proceeds for general
corporate purposes including the acquisition of inventory.
HOUSING DATA
New Contracts
Three months ended January 31,
2002 2001
units $000 units $000
Northeast (MA, RI, NH, CT, NY, NJ) 190 $ 108,121 180 $ 92,759
Mid-Atlantic (PA, DE, MD, VA) 319 145,780 309 146,397
Midwest (OH, IL, MI) 78 37,655 109 45,829
Southeast (FL, NC, TN) 115 55,176 76 40,153
Southwest (AZ, NV, TX) 116 53,604 111 59,604
West Coast (CA) 110 84,827 98 63,256
928 $ 485,163 883 $ 447,998
New contract amounts for the three months ended January 31, 2002 and 2001
include $1,796,000 (6 homes) and $4,333,000 (15 homes), respectively, from an
unconsolidated 50% owned joint venture.
Closings
Three months ended January 31,
2002 2001
units $000 units $000
Northeast (MA, RI, NH, CT, NY, NJ) 223 $ 115,604 244 $ 118,685
Mid-Atlantic (PA, DE, MD, VA) 328 153,480 304 139,806
Midwest (OH, IL, MI) 112 55,019 92 39,865
Southeast (FL, NC, TN) 131 52,591 113 50,536
Southwest (AZ, NV, TX) 109 57,356 128 55,795
West Coast (CA) 76 48,652 90 53,682
979 $ 482,702 971 $ 458,369
Backlog
at January 31,
2002 2001
units $000 units $000
Northeast (MA, RI, NH, CT, NY, NJ) 618 $ 323,117 659 $ 341,660
Mid-Atlantic (PA, DE, MD, VA) 824 384,521 684 325,811
Midwest (OH, IL, MI) 282 129,473 315 149,535
Southeast (FL, NC, TN) 312 153,999 275 136,248
Southwest (AZ, NV, TX) 349 183,810 400 213,136
West Coast (CA) 277 234,729 345 254,542
2,662 $1,409,649 2,678 $1,420,932
Backlog amounts at January 31, 2002 and 2001 include $5,396,000 (17 homes) and
$10,116,000 (35 homes), respectively, from an unconsolidated 50% owned joint
venture.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the Company's market risk from October
31, 2001. For more information regarding the Company's market risk, see
Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in
the Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 2001.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a)Exhibits:
3.1 *Restated Certificate of Incorporation dated July 1, 1986
( as previously filed with the Commission as Exhibit 3.1 to
the Registrant's Form 10-K for the fiscal year ended
October 31, 1989).
3.2 *Amendment to the Restated Certificate of Incorporation dated
March 7, 1989.
3.3 *Amendment to the Restated Certificate of Incorporation dated
March 11, 1993 (as previously filed with the Commission as
Exhibit 3.3 to the Registrant's Form 10-Q for the quarter
ended January 31, 1993).
3.4 *Amendment to the Restated Certificate of Incorporation dated
June 12, 1997 (as previously filed with the Commission as
Exhibit 3.4 to the Registrant's Form 10-K for the fiscal
year ended October 31, 2001).
3.5 *Amendment to the Restated Certificate of Incorporation dated
January 8, 1998 (as previously filed with the Commission
as Exhibit 3.4 to the Registrant's Form 10-K for the
fiscal year ended October 31, 2001.
3.6 *Amendment to the Restated Certificate of Incorporation dated
March 7, 2002.
*Filed electronically herewith
(b) Reports on Form 8-K:
During the quarter ended January 31, 2002 the Company filed
Current Reports on Form 8-K on November 29, 2001 and December 6,
2001, reporting under items 5 and 7, for the purpose of
filing documents pertaining to Toll Corp.'s issuance of
$150,000,000 of 8.25% Senior Subordinated Notes due 2011
guaranteed on a senior subordinated basis by Toll Brothers, Inc.
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: March 14, 2002 By: /Joel H. Rassman
Joel H. Rassman
Senior Vice President,
Treasurer and Chief
Financial Officer
Date: March 14, 2002 By: /Joseph R. Sicree
Joseph R. Sicree
Vice President -
Chief Accounting Officer
(Principal Accounting
Officer)