As filed with the Securities and Exchange Commission, via EDGAR, on
March 20, 2003. Registration Nos. 333-____, 333-____-01,
333-____-02, 333-____-03 and 333-____-04.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
TOLL BROTHERS FINANCE CORP.
TOLL BROTHERS, INC.
-----------------------------------------------------------
(Exact name of each registrant as specified in its charter)
Toll Brothers Finance Corp.- Delaware 1531 Toll Brothers Finance Corp.- 23-3097271
Toll Brothers, Inc.- Delaware 1531 Toll Brothers, Inc.- 23-2416878
- ------------------------------------- --------- ---------------------------------------
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer Identification Number)
of incorporation Classification Code Number of
of each registrant) each registrant and each
additional registrant)
3103 Philmont Avenue
Huntingdon Valley, Pennsylvania 19006
(215) 938-8000
-------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code,
of registrants' principal executive offices)
SEE TABLE OF ADDITIONAL REGISTRANTS
---------------------------------------
Joel H. Rassman
Executive Vice President
Toll Brothers, Inc.
3103 Philmont Avenue
Huntingdon Valley, Pennsylvania 19006
(215) 938-8000
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(Name, address, including zip code, and telephone number, including area code,
of agent for service for each registrant and the additional registrants)
------------------
Copies to:
Mark K. Kessler, Esquire
Wolf, Block, Schorr and Solis-Cohen LLP
1650 Arch Street, 22nd Floor
Philadelphia, Pennsylvania 19103-2097
(215) 977-2000
------------------
Approximate date of commencement of proposed sale to the public: As
soon as practicable after effective date of this registration statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
The registrants hereby amend this registration statement on such date
or dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
------------------
CALCULATION OF REGISTRATION FEE
Proposed maximum
Proposed maximum aggregate
Title of each class of Amount to be offering price offering Amount of
securities to be registered registered per unit (1) price (1) registration fee
--------------------------- ------------- ----------------- ----------------- ----------------
6.875% Senior Notes due 2012 $300,000,000 100% $300,000,000 $24,270
Guarantees of 6.875% Senior Notes $300,000,000 (2) (2) (2)
due 2012
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
(2) In accordance with Rule 457(n), no separate fee for the registration of the
guarantees is required.
TABLE OF ADDITIONAL REGISTRANTS(1)
State or Other
Jurisdiction of I.R.S. Employer
Exact name of Registrant as Specified Incorporation or of Identification
in Its Charter Organization Number
- -------------------------------------- -------------------- ---------------
Toll Holdings, Inc. Delaware 23-2569047
Amwell Chase, Inc. Delaware 23-2551304
BBCC Investments, Inc. Pennsylvania 23-3051375
Brentwood Investments I, Inc Tennessee 04-3602308
Bunker Hill Estates, Inc. Delaware 23-2535037
Chesterbrooke, Inc. Delaware 23-2485513
Connecticut Land Corp. Delaware 23-2533514
Daylesford Development Corp. Delaware 23-2511943
Eastern States Engineering, Inc. Delaware 23-2432981
Edmunds-Toll Construction Company Arizona 23-2832024
Fairway Valley, Inc. Delaware 23-2432976
First Brandywine Finance Corp. Delaware 23-2737486
First Brandywine Investment Corp. II Delaware 23-2731790
First Brandywine Investment Corp. III Delaware 23-2820213
First Huntingdon Finance Corp. Delaware 23-2485787
Franklin Farms G.P., Inc. Delaware 23-2486303
Frenchman's Reserve Country Club, Inc. Florida 56-2290261
HQZ Acquisitions, Inc. Michigan 38-3149633
MA Limited Land Corporation Delaware 23-2523560
Maple Point, Inc. Delaware 23-2551803
Maryland Limited Land Corporation Delaware 23-2499816
Mizner County Club, Inc. Florida 23-2970622
Polekoff Farm, Inc. Pennsylvania 23-2417142
Silverman Development Company, Inc. Michigan 38-3180742
SH Homes Corporation Michigan 38-3392296
SI Investment Corporation Michigan 38-3298884
Springfield Chase, Inc. Delaware 23-2538985
Stewarts Crossing, Inc. Delaware 23-2547222
Tampa Realty Associates, Inc. Florida 23-3026885
TB Proprietary Corp. Delaware 23-2485790
TB Proprietary LP, Inc. Delaware 23-3066217
Tenby Hunt, Inc. Delaware 23-2682947
The Silverman Building Companies, Inc. Michigan 38-3075345
- ----------------------
(1) The address, including zip code, and telephone number, including area code,
for each of the additional registrants is 3103 Philmont Avenue, Huntingdon
Valley, Pennsylvania 19006, (215) 938-8000.
i
State or Other
Jurisdiction of I.R.S. Employer
Exact name of Registrant as Specified Incorporation or of Identification
in Its Charter Organization Number
- -------------------------------------- -------------------- ---------------
Toll AZ GP Corp. Delaware 23-2815680
Toll Bros., Inc. Pennsylvania 23-2417123
Toll Bros., Inc. Delaware 23-2600117
Toll Bros., Inc. Texas 23-2896374
Toll Bros. of Arizona, Inc. Arizona 23-2906398
Toll Bros. of North Carolina, Inc. North Carolina 23-2777389
Toll Bros. of North Carolina II, Inc. North Carolina 23-2990315
Toll Bros. of North Carolina III, Inc. North Carolina 23-2993276
Toll Bros. of Tennessee, Inc. Delaware 51-0385724
Toll Brothers Real Estate, Inc. Pennsylvania 23-2417116
Toll CA GP Corp. California 23-2748091
Toll CO GP Corp. Colorado 23-2978190
Toll Corp. Delaware 23-2485860
Toll Finance Corp. Delaware 23-2978196
Toll FL GP Corp. Florida 23-2796288
Toll IL GP Corp. Illinois 23-2967049
Toll Land Corp. No. 6 Pennsylvania 23-2417134
Toll Land Corp. No. 10 Delaware 23-2551776
Toll Land Corp. No. 20 Delaware 23-2551793
Toll Land Corp. No. 43 Delaware 23-2737488
Toll Land Corp. No. 45 Delaware 23-2737050
Toll Land Corp. No. 46 Delaware 23-2731483
Toll Land Corp. No. 47 Delaware 23-2737359
Toll Land Corp. No. 48 Delaware 23-2860557
Toll Land Corp. No. 49 Delaware 23-2860562
Toll Land Corp. No. 50 Delaware 23-2860513
Toll Land Corp. No. 51 Delaware 23-2959185
Toll Land Corp. No. 52 Delaware 23-2966099
Toll Land Corp. No. 53 Delaware 23-2978200
Toll Land Corp. No. 55 Delaware 23-2978124
Toll Land Corp. No. 56 Delaware 23-2978119
Toll Land Corp. No. 58 Delaware 23-3097273
Toll Land Corp. No. 59 Delaware 23-3097278
Toll Land Corp. No. 60 Delaware 23-3097277
Toll Management AZ Corp. Delaware 51-0385727
Toll Management VA Corp. Delaware 51-0385725
Toll MI GP Corp. Michigan 23-2917543
Toll NH GP Corp. New Hampshire 23-3048998
Toll NJX-I Corp. Delaware 51-0413821
ii
State or Other
Jurisdiction of I.R.S. Employer
Exact name of Registrant as Specified Incorporation or of Identification
in Its Charter Organization Number
- -------------------------------------- -------------------- ---------------
Toll NJX-II Corp. Delaware 51-0413826
Toll NV GP Corp. Nevada 23-2928710
Toll NC GP Corp. North Carolina 23-2760759
Toll OH GP Corp. Ohio 23-2878722
Toll PA GP Corp. Pennsylvania 23-2687561
Toll PA II GP Corp. Pennsylvania 03-0395069
Toll Peppertree, Inc. New York 23-2709097
Toll Philmont Corporation Delaware 23-2526635
Toll Realty Holdings Corp. I Delaware 23-2954512
Toll Realty Holdings Corp. II Delaware 23-2954511
Toll Realty Holdings Corp. III Delaware 23-2954510
Toll RI GP Corp. Rhode Island 23-3020194
Toll SC GP Corp. South Carolina 23-3094328
Toll TN GP Corp. Tennessee 23-2886926
Toll TX GP Corp. Delaware 23-2796291
Toll VA GP Corp. Delaware 23-2551790
Toll VA Member Two, Inc. Delaware 51-0385726
Toll Wood Corporation Delaware 23-2533529
Toll YL, Inc. California 23-2898272
Valley Forge Conservation Holding GP Corp. Pennsylvania 73-1636768
Warren Chase, Inc. Delaware 23-2518740
Windsor Development Corp. Pennsylvania 23-2432983
Afton Chase, L.P. Pennsylvania 23-2760770
Audubon Ridge, L.P. Pennsylvania 23-2668976
BBCC Golf, L.P. Pennsylvania 23-2680898
BBCC Investments, L.P. Pennsylvania 23-3051360
Beaumont Chase, L.P. Pennsylvania 23-2910269
Belmont Land, L.P. Virginia 23-2810333
Bennington Hunt, L.P. New Jersey 23-2690596
Bernards Chase, L.P. New Jersey 23-2796287
Binks Estates Limited Partnership Florida 23-2796300
The Bird Estate Limited Partnership Massachusetts 23-2883360
Blue Bell Country Club, L.P. Pennsylvania 23-2668975
Branchburg Ridge, L.P. New Jersey 23-2918996
Brandywine River Estates, L.P. Pennsylvania 23-2838421
Brass Castle Estates, L.P. New Jersey 23-2921715
Brentwood Investments, L.P. Tennessee 01-0616044
Bridle Estates, L.P. Pennsylvania 23-2855510
Broad Run Associates, L.P. Pennsylvania 23-2979479
iii
State or Other
Jurisdiction of I.R.S. Employer
Exact name of Registrant as Specified Incorporation or of Identification
in Its Charter Organization Number
- -------------------------------------- -------------------- ---------------
Buckingham Woods, L.P. Pennsylvania 23-2689274
Bucks County Country Club, L.P. Pennsylvania 23-2878689
CC Estates Limited Partnership Massachusetts 23-2748927
Calabasas View, L.P. California 23-2785219
Charlestown Hills, L.P. New Jersey 23-2855658
Cheltenham Estates Limited Partnership Michigan 23-2968590
Chesterbrooke Limited Partnership New Jersey 23-2485378
Chesterfield Hunt, L.P. New Jersey 23-2855657
Cobblestones at Thornbury, L.P. Pennsylvania 23-2774674
Cold Spring Hunt, L.P. Pennsylvania 23-2702468
Coleman-Toll Limited Partnership Nevada 23-2928708
Concord Chase, L.P. Pennsylvania 23-2897949
Cortlandt Chase, L.P. New York 23-2928875
Delray Limited Partnership Florida 23-2929049
Dolington Estates, L.P. Pennsylvania 23-2760781
Dominion Country Club, L.P. Virginia 23-2984309
Eagle Farm Limited Partnership Massachusetts 23-2760777
Edmunds-Toll Limited Partnership Arizona 23-2815685
Eldorado Country Estates, L.P. Texas 23-2796296
Estates at Autumnwood, L.P. Delaware 23-2709134
The Estates at Brooke Manor Limited Partnership Maryland 23-2740412
Estates at Coronado Pointe, L.P. California 23-2796299
The Estates at Potomac Glen Limited Partnership Maryland 23-2785225
Estates at Princeton Junction, L.P. New Jersey 23-2760779
Estates at Rivers Edge, L.P. New Jersey 23-2748080
Estates at San Juan Capistrano, L.P. California 23-2796301
The Estates at Summit Chase, L.P. California 23-2748089
Fairfax Investment, L.P. Virginia 23-2982190
Fairfax Station Hunt, L.P. Virginia 23-2680894
Fair Lakes Chase, L.P. Virginia 23-2955092
Fairway Mews Limited Partnership New Jersey 23-2621939
Farmwell Hunt, L.P. Virginia 23-2822996
First Brandywine Partners, L.P. Delaware 51-0385730
Franklin Oaks Limited Partnership Massachusetts 23-2838925
Freehold Chase, L.P. New Jersey 23-2743988
Great Falls Hunt, L.P. Virginia 23-2719371
Great Falls Woods, L.P. Virginia 23-2963544
Greens at Waynesborough, L.P. Pennsylvania 23-2740013
iv
State or Other
Jurisdiction of I.R.S. Employer
Exact name of Registrant as Specified Incorporation or of Identification
in Its Charter Organization Number
- -------------------------------------- -------------------- ---------------
Greenwich Chase, L.P. New Jersey 23-2709793
Greenwich Station, L.P. New Jersey 23-2816336
Hockessin Chase, L.P. Delaware 23-2944970
Holland Ridge, L.P. New Jersey 23-2785227
Holliston Hunt Limited Partnership Massachusetts 23-2922701
Hopewell Hunt, L.P. New Jersey 23-2838289
Huckins Farm Limited Partnership Massachusetts 23-2740411
Hunter Mill, L.P. Virginia 23-2711430
Hunterdon Chase, L.P. New Jersey 23-2774673
Hunterdon Ridge, L.P. New Jersey 23-2944965
Huntington Estates Limited Partnership Connecticut 23-2855662
Hurley Ridge Limited Partnership Maryland 23-2954935
Independence Hill, L.P. New Jersey 23-2872609
Kensington Woods Limited Partnership Massachusetts 23-2701194
Knolls of Birmingham, L.P. Pennsylvania 23-2855656
Lakeridge, L.P. Pennsylvania 23-2740012
Lakeway Hills Properties, L.P. Texas 23-2838579
Laurel Creek, L.P. New Jersey 23-2796297
Loudoun Valley Associates, L.P. Virginia 23-3025878
Mallard Lakes, L.P. Texas 23-2796298
Manalapan Hunt, L.P. New Jersey 23-2806323
Maple Creek Limited Partnership Michigan 38-3453419
Marshallton Chase, L.P. Pennsylvania 23-2855525
Mill Road Estates, L.P. Pennsylvania 23-2774670
Montgomery Chase, L.P. New Jersey 23-2745356
Montgomery Oaks, L.P. New Jersey 23-2796292
Moorestown Hunt, L.P. New Jersey 23-2810335
Mount Kisco Chase, L.P. New York 23-2796641
NC Country Club Estates Limited Partnership North Carolina 23-2917299
Newport Ridge Limited Partnership Michigan 38-3413877
Newtown Chase Limited Partnership Connecticut 23-2818660
Northampton Crest, L.P. Pennsylvania 23-2944980
Northampton Preserve, L.P. Pennsylvania 23-2901212
Patriots, L.P. New Jersey 23-2941041
The Preserve Limited Partnership North Carolina 23-2785224
The Preserve at Annapolis Limited Partnership Maryland 23-2838510
The Preserve at Boca Raton Limited Partnership Florida 23-2810339
Preston Village Limited Partnership North Carolina 23-2806570
Princeton Hunt, L.P. New Jersey 23-2747998
v
State or Other
Jurisdiction of I.R.S. Employer
Exact name of Registrant as Specified Incorporation or of Identification
in Its Charter Organization Number
- -------------------------------------- -------------------- ---------------
Providence Limited Partnership North Carolina 23-2810338
Providence Hunt, L.P. Pennsylvania 23-2680892
Providence Plantation Limited Partnership North Carolina 23-2855661
Regency at Dominion Valley, L.P. Virginia 45-0497498
River Crossing, L.P. Pennsylvania 23-2855516
Rolling Greens, L.P. New Jersey 23-2855583
Rose Hollow Crossing Associates Pennsylvania 23-2253629
Rose Tree Manor, L.P. Pennsylvania 23-2699972
Seaside Estates Limited Partnership Florida 23-2870057
Shrewsbury Hunt Limited Partnership Massachusetts 23-2912930
Silverman-Toll Limited Partnership Michigan 23-2986323
Somers Chase, L.P. New York 23-2855511
Somerset Development Limited Partnership North Carolina 23-2785223
South Riding, L.P. Virginia 23-2994369
South Riding Partners, L.P. Virginia 23-2861890
Southlake Woods, L.P. Texas 23-2869081
Southport Landing Limited Partnership Connecticut 23-2784609
Springton Pointe, L.P. Pennsylvania 23-2810340
Stone Mill Estates, L.P. Pennsylvania 23-3013974
Stoney Ford Estates, L.P. Pennsylvania 23-2882087
Swedesford Chase, L.P. Pennsylvania 23-2939504
TBI/Heron Bay Limited Partnership Florida 23-2928874
TBI/Naples Limited Partnership Florida 23-2883354
TBI/Palm Beach Limited Partnership Florida 23-2891601
TB Proprietary, L.P. Delaware 23-3070158
Tenby Hunt, L.P. Delaware 23-2682946
Thornbury Knoll, L.P. Pennsylvania 23-2668410
Timber Ridge Investment Limited Partnership Michigan 38-3413876
Toll at Brier Creek Limited Partnership North Carolina 23-2954264
Toll at Daventry Park, L.P. Ohio 23-2897947
Toll at Payne Ranch, L.P. California 23-2833118
Toll at Potomac Woods, L.P. Virginia 23-2660429
Toll at Princeton Walk, L.P. New Jersey 23-2879954
Toll at Westlake, L.P. New Jersey 23-2963549
Toll at Whippoorwill, L.P. New York 23-2888554
Toll Bros. of Tennessee, L.P. Tennessee 51-0386723
Toll Brothers Maryland II Limited Partnership Maryland 23-3027594
Toll CA, L.P. California 23-2963547
Toll CA II, L.P. California 23-2838417
vi
State or Other
Jurisdiction of I.R.S. Employer
Exact name of Registrant as Specified Incorporation or of Identification
in Its Charter Organization Number
- -------------------------------------- -------------------- ---------------
Toll CA III, L.P. California 23-3031827
Toll CA IV, L.P. California 23-3029688
Toll CA V, L.P. California 23-3091624
Toll CA VI, L.P. California 23-3091657
Toll CO, L.P. Colorado 23-2978294
Toll CT Limited Partnership Connecticut 23-2963551
Toll CT II Limited Partnership Connecticut 23-3041974
Toll CT Westport Limited Partnership Connecticut 23-3048964
Toll-Dublin, L.P. California 23-3070669
Toll Estero Limited Partnership Florida 72-1539292
Toll FL Limited Partnership Florida 23-3007073
Toll Ft. Myers Limited Partnership Florida 82-0559443
Toll IL, L.P. Illinois 23-2963552
Toll IL II, L.P. Illinois 23-3041962
Toll IL III, L.P. Illinois 03-0382404
Toll IL HWCC, L.P. Illinois 75-2985312
Toll Land Limited Partnership Connecticut 23-2709099
Toll Land IV Limited Partnership New Jersey 23-2737490
Toll Land V Limited Partnership New York 23-2796637
Toll Land VI Limited Partnership New York 23-2796640
Toll Land VII Limited Partnership New York 23-2775308
Toll Land VIII Limited Partnership New York 23-2788695
Toll Land IX Limited Partnership Virginia 23-2939502
Toll Land X Limited Partnership Virginia 23-2774670
Toll Land XI Limited Partnership New Jersey 23-2796302
Toll Land XII Limited Partnership New York 23-2796303
Toll Land XIII Limited Partnership New York 23-2796304
Toll Land XIV Limited Partnership New York 23-2796295
Toll Land XV Limited Partnership Virginia 23-2810342
Toll Land XVI Limited Partnership New Jersey 23-2810344
Toll Land XVII Limited Partnership Connecticut 23-2815064
Toll Land XVIII Limited Partnership Connecticut 23-2833240
Toll Land XIX Limited Partnership California 23-2833171
Toll Land XX Limited Partnership California 23-2838991
Toll Land XXI Limited Partnership Virginia 23-2865738
Toll Land XXII Limited Partnership California 23-2879949
Toll Land XXIII Limited Partnership California 23-2879946
Toll Land XXV Limited Partnership New Jersey 23-2867694
Toll Land XXVI Limited Partnership Ohio 23-2880687
vii
State or Other
Jurisdiction of I.R.S. Employer
Exact name of Registrant as Specified Incorporation or of Identification
in Its Charter Organization Number
- -------------------------------------- -------------------- ---------------
Toll Land XXVII Limited Partnership Delaware 23-2991749
Toll MD Limited Partnership Maryland 23-2963546
Toll MD II Limited Partnership Maryland 23-2978195
Toll MD III Limited Partnership Maryland 23-3044366
Toll MD IV Limited Partnership Maryland 71-0890813
Toll MI Limited Partnership Michigan 23-2999200
Toll MI II Limited Partnership Michigan 23-3015611
Toll MI III Limited Partnership Michigan 23-3097778
Toll Naples Limited Partnership Florida 73-1657686
Toll Naval Associates Pennsylvania 23-2454576
Toll NH Limited Partnership New Hampshire 23-3048999
Toll NJ, L.P. New Jersey 23-2963550
Toll NJ II, L.P. New Jersey 23-2991953
Toll NJ III, L.P. New Jersey 23-2993263
Toll NJ IV, L.P. New Jersey 23-3038827
Toll NJ V, L.P. New Jersey 23-3091620
Toll NJ VI, L.P. New Jersey 23-3098583
Toll Northville Limited Partnership Michigan 23-2918130
Toll Northville Golf Limited Partnership Michigan 23-2918224
Toll NV Limited Partnership Nevada 23-3010602
Toll PA, L.P. Pennsylvania 23-2879956
Toll PA II, L.P. Pennsylvania 23-3063349
Toll PA III, L.P. Pennsylvania 23-3097666
Toll PA IV, L.P. Pennsylvania 23-3097672
Toll PA V, L.P. Pennsylvania 03-0395087
Toll PA VI, L.P. Pennsylvania 47-0858909
Toll PA VII, L.P. Pennsylvania 68-0533037
Toll Peppertree, L.P. New York 23-2707709
Toll Reston Associates, L.P. Delaware 23-3016263
Toll RI, L.P. Rhode Island 23-3020191
Toll RI II, L.P. Rhode Island 27-0043852
Toll SC, L.P. South Carolina 23-3094632
Toll SC II, L.P. South Carolina 82-0574725
Toll TX, L.P. Texas 23-2984310
Toll TX II, L.P. Texas 23-3090949
Toll VA, L.P. Virginia 23-2952674
Toll VA II, L.P. Virginia 23-3001131
Toll VA IV, L.P. Virginia 75-2972033
Toll VA V, L.P. Virginia 47-0887401
viii
State or Other
Jurisdiction of I.R.S. Employer
Exact name of Registrant as Specified Incorporation or of Identification
in Its Charter Organization Number
- -------------------------------------- -------------------- ---------------
Toll Venice Limited Partnership Florida 71-0902794
Toll YL, L.P. California 23-3016250
Toll YL II, L.P. California 80-0014182
Trumbull Hunt Limited Partnership Connecticut 23-2855529
Uwchlan Woods, L.P. Pennsylvania 23-2838958
Valley Forge Conservation Holding, L.P. Pennsylvania 42-1537902
Valley Forge Woods, L.P. Pennsylvania 23-2699971
Valley View Estates Limited Partnership Massachusetts 23-2760768
Village Partners, L.P. Pennsylvania 81-0594073
Waldon Preserve Limited Partnership Michigan 38-3312737
Warwick Greene, L.P. Pennsylvania 23-2968960
Warwick Woods, L.P. Pennsylvania 23-2838950
Washington Greene Development, L.P. New Jersey 23-2815640
West Amwell Limited Partnership New Jersey 23-2570825
Whiteland Woods, L.P. Pennsylvania 23-2833125
Wichita Chase, L.P. Texas 23-2855660
Willowdale Crossing, L.P. Pennsylvania 23-2879951
Wilson Concord, L.P. Tennessee 23-2887824
Woodbury Estates, L.P. New Jersey 23-2855523
The Woods at Highland Lakes, L.P. Ohio 23-2948699
The Woods at Long Valley, L.P. New Jersey 23-2889640
The Woods at Muddy Branch Limited Partnership Maryland 23-2810336
Wrightstown Hunt, L.P. Pennsylvania 23-2838487
Yardley Estates, L.P. Pennsylvania 23-2691658
Belmont Country Club I LLC Virginia 23-2810333**
Belmont Country Club II LLC Virginia 23-2810333**
Big Branch Overlook L.L.C. Maryland 23-2978195**
Brier Creek Country Club I LLC North Carolina 23-2954264**
Brier Creek Country Club II LLC North Carolina 23-2954264**
C.B.A.Z. Construction Company LLC Arizona 51-0385729**
C.B.A.Z, Holding Company LLC Delaware 51-0385729
Creeks Farm L.L.C. Maryland 23-2978195**
Dominion Valley Country Club I LLC Virginia 23-2984309**
Dominion Valley Country Club II LLC Virginia 23-2984309**
ELB Investments I LLC Illinois 23-2963552**
ELB Investments II LLC Illinois 23-2963552**
FC Investments I LLC Massachusetts 23-2838925**
FC Investments II LLC Massachusetts 23-2838925**
Feys Property LLC Maryland 23-2978195**
** Uses Employment Identification Number used by its sole member.
ix
State or Other
Jurisdiction of I.R.S. Employer
Exact name of Registrant as Specified Incorporation or of Identification
in Its Charter Organization Number
- -------------------------------------- -------------------- ---------------
First Brandywine LLC I Delaware 23-2485787**
First Brandywine LLC II Delaware 23-2485787**
Frenchman's Reserve Realty, LLC Florida 23-2417123**
Golf I Country Club Estates at Moorpark LLC California 23-2963547**
Golf II Country Club Estates at Moorpark LLC California 23-2963547**
High Point at Hopewell, LLC New Jersey 23-3098583**
Hunts Bluff LLC Maryland 23-2978195**
Long Meadows TBI, LLC Maryland 23-3044366**
Martin County Improvement Association LLC Florida 23-2417123**
Mizner Realty, L.L.C. Florida 23-2417123**
Mountain View Country Club I LLC California 23-3091624**
Mountain View Country Club II LLC California 23-3091624**
Naples Lakes Country Club, L.L.C. Florida 23-2883354**
Naples TBI Realty, LLC Florida 23-2417123**
Northville Hills Golf Club LLC Michigan 23-2918224**
Nosan & Silverman Homes LLC Michigan 38-3208312
Palm Cove Golf & Yacht Club I LLC Florida 23-3007073**
Palm Cove Golf & Yacht Club II LLC Florida 23-3007073**
Palm Cove Marina I LLC Florida 23-3007073**
Palm Cove Marina II LLC Florida 23-3007073**
Regency at Denville LLC New Jersey 23-2810344**
Regency at Dominion Valley LLC Virginia 23-2984309**
The Regency Golf Club I LLC Virginia 23-2984309**
The Regency Golf Club II LLC Virginia 23-2984309**
RiverCrest Sewer Company, LLC Pennsylvania 23-3097672**
Sapling Ridge, LLC Maryland 23-2978195**
South Riding Realty LLC Virginia 23-2861890**
SR Amberlea LLC Virginia 23-2861890**
Toll Brothers Realty Michigan II LLC Michigan 23-2417123**
Toll Cedar Hunt LLC Virginia 23-2994369**
Toll DE X, LLC Delaware 23-3098760
Toll-Dublin, LLC California 23-3070669**
Toll Equipment, L.L.C. Delaware 23-2417123**
Toll NJ I, L.L.C. New Jersey 23-3091620**
Toll NJ II, L.L.C. New Jersey 23-3091620**
Toll Realty L.L.C. Florida 23-2417123**
Toll Reston Associates, L.L.C. Delaware 23-2551790**
Toll VA L.L.C Delaware 51-0385728**
Toll VA III L.L.C. Virginia 23-2417123**
Virginia Construction Co. I, LLC Virginia 23-2417123**
Virginia Construction Co. II, LLC Virginia 23-2417123**
** Uses Employment Identification Number used by its sole member.
x
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
SUBJECT TO COMPLETION DATED MARCH 19, 2003
PROSPECTUS CONFIDENTIAL
[GRAPHIC OMITTED]
OFFER TO EXCHANGE
$300,000,000
Toll Brothers Finance Corp.
6.875% Senior Notes due 2012
Guaranteed on a Senior Basis by Toll Brothers, Inc. and Certain of its
Subsidiaries Which Have Been Registered Under the Securities Act of 1933
for any and all of the Outstanding Toll Brothers Finance Corp.
6.875% Senior Notes due 2012
-----------------
The Exchange Notes
o The terms of the exchange notes we are issuing will be substantially
identical to the outstanding notes that we issued on November 22, 2002,
except for the elimination of some transfer restrictions, registration
rights and additional interest payments relating to the outstanding
notes.
o Interest on the exchange notes will accrue at the rate of 6.875% per
year, payable on May 15 and November 15 of each year, beginning May 15,
2003, and the notes will mature on November 15, 2012.
o The exchange notes will be unsecured and will rank equally with all our
other unsecured and unsubordinated indebtedness.
o We may redeem some or all of the exchange notes at any time at the
prices described under the heading "Description of Exchange Notes --
Optional Redemption" The exchange notes will not have the benefit of
any sinking fund.
o The exchange notes are expected to be listed on the New York Stock
Exchange.
Material Terms of the Exchange Offer
o The exchange offer expires at 5:00 p.m., New York City time, on
___________, 2003, unless extended.
o Our completion of the exchange offer is subject to customary
conditions, which we may waive.
o Upon our completion of the exchange offer, all outstanding notes that
are validly tendered and not withdrawn will be exchanged for an equal
principal amount of exchange notes that are registered under the
Securities Act of 1933.
o Tenders of outstanding notes may be withdrawn at any time before the
expiration of the exchange offer.
o The exchange of exchange notes for outstanding notes will not be a
taxable exchange for U.S. Federal income tax purposes.
o We will not receive any proceeds from the exchange offer.
For a discussion of factors that you should consider before
participating in this exchange offer, see "Risk Factors" beginning on page 9 of
this prospectus.
---------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved or passed on the adequacy or accuracy of
this prospectus or the investment merits of the notes offered hereby. Any
representation to the contrary is a criminal offense.
---------------------------
The date of this prospectus is ________, 2003
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information. This prospectus does not constitute an offer to sell or
the solicitation of an offer to buy any securities other than the registered
securities to which it relates, nor does this prospectus constitute an offer to
sell or the solicitation of an offer to buy securities in any jurisdiction to
any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction.
-----------------
TABLE OF CONTENTS
Page
----
DOCUMENTS INCORPORATED BY REFERENCE...............................................................................i
AVAILABLE INFORMATION.............................................................................................i
SUMMARY...........................................................................................................1
RISK FACTORS......................................................................................................9
CAUTIONARY STATEMENTS ABOUT FORWARD-LOOKING STATEMENTS...........................................................14
USE OF PROCEEDS..................................................................................................15
CAPITALIZATION...................................................................................................16
SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OPERATING DATA...................................................17
THE GUARANTORS...................................................................................................19
THE EXCHANGE OFFER...............................................................................................21
DESCRIPTION OF EXCHANGE NOTES....................................................................................31
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS..................................................................42
PLAN OF DISTRIBUTION.............................................................................................43
LEGAL MATTERS....................................................................................................44
EXPERTS..........................................................................................................44
-----------------
DOCUMENTS INCORPORATED BY REFERENCE
The Securities and Exchange Commission (the "Commission") allows us to
"incorporate by reference" into this prospectus the information Toll Brothers,
Inc. files with the Commission. This means that we are permitted to disclose
important information to you by referring you to other documents Toll Brothers,
Inc. has filed with the Commission. We incorporate by reference in two ways.
First, we list certain documents that Toll Brothers, Inc. has filed with the
Commission. The information in these documents is considered part of this
prospectus. Second, Toll Brothers, Inc. expects to file additional documents
with the Commission in the future. The information in these documents, when
filed, will update and supersede the current information included in or
incorporated by reference in this prospectus. You should consider any statement
contained in this prospectus or in a document which is incorporated by reference
into this prospectus to be modified or superseded to the extent that the
statement is modified or superseded by another statement contained in a later
dated document that constitutes a part of this prospectus or is incorporated by
reference into this prospectus. You should consider any statement which is so
modified or superseded to be a part of this prospectus only as so modified or
superseded.
We incorporate by reference in this prospectus all the documents listed
below and any filings Toll Brothers, Inc. makes with the Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this prospectus until completion of the exchange offer:
o Annual Report on Form 10-K of Toll Brothers, Inc. filed with the
Commission for the fiscal year ended October 31, 2002;
o Quarterly Report on Form 10-Q of Toll Brothers, Inc. filed with
the Commission for the quarter ended January 31, 2003; and
o Current Reports on Form 8-K of Toll Brothers, Inc. filed with
the Commission on November 15, 2002, November 18, 2002, November
22, 2002 and November 27, 2002.
We will deliver, without charge, to anyone receiving this prospectus,
upon written or oral request, a copy of any document incorporated by reference
in this prospectus but not delivered with this prospectus, but the exhibits to
those documents will not be delivered unless they have been specifically
incorporated by reference. Requests for these documents should be made to:
Director of Investor Relations, Toll Brothers, Inc., 3103 Philmont Avenue,
Huntingdon Valley, PA 19006, (215) 938-8000. We will also make available to the
holders of the securities offered by this prospectus annual reports which will
include audited financial statements of Toll Brothers, Inc. and its consolidated
subsidiaries, including Toll Brothers Finance Corp. We do not expect that Toll
Brothers Finance Corp. will be required to make filings with the Commission
under Section 15(d) of the Securities Exchange Act of 1934.
To obtain timely delivery from the Company of documents incorporated by
reference in this prospectus, you must request the information no later than
five business days prior to the expiration of the exchange offer. The exchange
offer will expire on __________, 2003, unless extended.
You should rely only on the information incorporated by reference or
provided in this prospectus and any supplement. We have not authorized anyone
else to provide you with different information. You should not assume that the
information in this prospectus or any prospectus supplement is accurate as of
any date other than the respective dates on the front of these documents.
AVAILABLE INFORMATION
This prospectus is part of a registration statement on Form S-4 that we
have filed with the Commission under the Securities Act. This prospectus does
not contain all of the information set forth in the registration statement. For
further information about us and the exchange notes, you should refer to the
registration statement. This prospectus summarizes material provisions of
contracts and other documents to which we refer you. Since this prospectus may
not contain all of the information that you may find important, you should
review the full text of these documents. We have filed these documents as
exhibits to our registration statement.
Toll Brothers, Inc. is subject to the informational requirements of the
Securities Exchange Act of 1934. In accordance with those requirements, Toll
Brothers, Inc. files annual, quarterly and special reports, proxy statements and
other information with the Commission. You can read and copy any document Toll
Brothers, Inc. files with the Commission at the Commission's public reference
room at the following location:
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
i
You may obtain information on the operation of the Commission's public
reference room by calling the Commission at 1-800-SEC-0330. The Commission
filings of Toll Brothers, Inc. are also available to the public from the
Commission's Internet website at http://www.sec.gov. We also make available free
of charge on our website, at http://www.tollbrothers.com, all materials that we
file electronically with the SEC, including our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to
these reports as soon as reasonably practicable after such materials are
electronically filed with, or furnished to, the SEC. In addition, the common
stock of Toll Brothers, Inc. is listed on the New York Stock Exchange and
similar information concerning Toll Brothers, Inc. can be inspected and copied
at the New York Stock Exchange, 20 Broad Street, 7th Floor, New York, New York
10005. The common stock of Toll Brothers, Inc. is also listed on the Pacific
Exchange, but the Pacific Exchange does not have a public reference room for
review of Commission filings of its listed companies.
ii
SUMMARY
The following summary is qualified in its entirety by the more detailed
information included elsewhere or incorporated by reference in this prospectus.
Except as noted in sections of this prospectus entitled "Summary -- The Exchange
Offer," "Summary -- The Exchange Notes," "The Exchange Offer," and "Description
of Exchange Notes," or unless otherwise expressly stated or the context
requires, all references to "we," "us," "our," and all similar references used
in this prospectus are to Toll Brothers, Inc. and its consolidated subsidiaries,
including Toll Brothers Finance Corp. and the subsidiary guarantors. Throughout
this prospectus, we use the terms "old notes" and "outstanding notes" to refer
to the currently outstanding 6.875% Senior Notes due 2012 of Toll Brothers
Finance Corp. for which the exchange notes are being offered for exchange.
Unless otherwise stated or the context otherwise requires, references to "senior
notes" refers to the outstanding old notes and the exchange notes, collectively.
Toll Brothers, Inc.
Overview
Toll Brothers, Inc., through its subsidiaries, designs, builds, markets
and arranges financing for single-family detached and attached homes in
middle-income and high-income residential communities. We cater to the move-up,
empty-nester and age-qualified home buyer. We currently conduct operations in 22
states and six regions around the United States. Our communities are generally
located on land we have developed or acquired fully approved and, in some cases,
improved. We market our homes primarily to middle-income and upper-income
buyers. We emphasize high quality construction and customer satisfaction. We
also operate our own land development, architectural, engineering, mortgage,
title, golf course development and management, security monitoring, landscape,
cable T.V., broadband Internet access, lumber distribution, house component
assembly and manufacturing operations.
At October 31, 2002, we were operating in 243 communities containing
over 21,800 home sites which we owned or controlled through options. Of the 243
communities, 170 were offering homes for sale, 34 had not yet opened for sale
and 39 were sold out but all home deliveries had not been completed. At October
31, 2002, we also owned or controlled through options approximately 19,000 home
sites in 157 proposed communities. We expect to have approximately 185 selling
communities by October 31, 2003. Of the approximately 40,800 lots owned or
controlled through options at October 31, 2002, we owned approximately 25,800 of
them.
At October 31, 2002, we were offering single-family detached homes at
prices, excluding customized options, generally ranging from $233,000 to
$1,493,000 with an average base sales price of $501,000. We were offering
single-family attached homes at prices, excluding customized options, generally
ranging from $166,000 to $622,000, with an average base sales price of $322,000.
On average, homebuyers added approximately 21% in options and lot premiums to
the base price of homes delivered in fiscal 2002.
For the fiscal year ended October 31, 2002, revenues from housing sales
were approximately $2.28 billion (4,430 homes) as compared to $2.18 billion
(4,358 homes) for fiscal 2001. New sales contracts were approximately $2.75
billion (5,113 homes) in fiscal 2002 as compared to $2.17 billion (4,366 homes)
in fiscal 2001.
In recognition of our achievements, we have received numerous awards
from national, state and local homebuilder publications and associations. We are
the only publicly traded national homebuilder to have won all three of the
industry's highest honors: America's Best Builder (1996), the National Housing
Quality Award (1995), and Builder of the Year (1988).
Recent Developments
For the three months ended January 31, 2003, revenues from housing
sales were $558 million (1,036 homes), 16% higher than the $483 million (979
homes) in revenues from housing sales during the three-month period ended
January 31, 2002. New contracts signed for the three months ended January 31,
2003 were $586 million (1,066 homes), a 21% increase over the $485 million (928
homes) in new contracts signed during the same period of fiscal 2002.
At January 31, 2003, we were selling from 172 communities as compared
to 165 communities at January 31, 2002 and 170 communities at October 31, 2002.
We expect to have approximately 178 communities open for sale by April 30, 2003
and 185 communities open for sale by October 31, 2003.
Our backlog of homes under contract at January 31, 2003 was $1.89
billion (3,387 homes) as compared to $1.41 billion (2,662 homes) at January 31,
2002. We expect to deliver substantially all homes in backlog at January 31,
1
2003 by January 31, 2004. Based upon the size of our current backlog, the number
of homes delivered during the three months ended January 31, 2003, the continued
demand for our product and the increased number of communities from which we are
currently operating, we believe that we will deliver approximately 5,000 homes
in fiscal 2003 and expect the average delivered price of those homes will be
between $525,000 and $535,000.
Executive Offices
Our executive offices are located at 3103 Philmont Avenue, Huntingdon
Valley, Pennsylvania 19006. Our telephone number is (215) 938-8000.
Toll Brothers Finance Corp.
Toll Brothers Finance Corp. is an indirect, wholly-owned subsidiary of
Toll Brothers, Inc. Toll Brothers Finance Corp. generates no operating revenues
and will not have any independent operations other than the financing of other
subsidiaries of Toll Brothers, Inc. by lending the proceeds of the old notes.
2
Summary -- The Exchange Offer
The following is a brief summary of certain terms of this exchange
offer. For a more complete description of the terms of the exchange offer, see
"The Exchange Offer" in this prospectus. As used in this "Summary -- The
Exchange Offer" section, all references to "we," "us," "our," and all similar
references are to Toll Brothers Finance Corp.
The Exchange Offer..................The exchange offer relates to the exchange of up to $300 million aggregate
principal amount of our 6.875% Senior Notes due 2012 that have been registered
under the Securities Act of 1933 for an equal aggregate principal amount of
our outstanding unregistered 6.875% Senior Notes due 2012. On November 22,
2002, we issued and sold $300 million in aggregate principal amount of these
old notes in a private placement. The form and terms of the exchange notes
are substantially the same as the form and terms of the old notes, except that
the exchange notes have been registered under the Securities Act and will not
bear legends restricting their transfer. We issued the old notes under an
indenture which grants you a number of rights. The exchange notes also will
be issued under that indenture and you will have the same rights under the
indenture as the holders of the old notes. See "Description of Exchange
Notes." We are offering to exchange $1,000 principal amount of our exchange
notes for each $1,000 principal amount of old notes.
Accrued Interest on the
Exchange Notes......................Interest on the exchange notes will accrue from the last interest payment date
on which interest was paid on the old notes or, if no interest was paid on the
old notes, from the date of issuance of the old notes, which was November 22,
2002. Holders whose old notes are accepted for exchange will be deemed to have
waived the right to receive any interest accrued on the old notes.
No Minimum Condition................We are not conditioning the exchange offer on the tender of any minimum
principal amount of old notes.
Expiration Date.....................The exchange offer will expire at 5:00 p.m., New York City time, on
___________________, 2003 unless we decide to extend the exchange offer.
Withdrawal Rights...................You may withdraw your tender at any time before the exchange offer expires.
Conditions to the Exchange
Offer...............................The exchange offer is subject to customary conditions, which we may waive. We
currently anticipate that each of the conditions will be satisfied and that we
will not need to waive any conditions. We reserve the right to terminate or
amend the exchange offer at any time before the expiration date if any of the
conditions occurs. For additional information, see the section "The Exchange
Offer" in this prospectus under the subheading "Certain Conditions to the
Exchange Offer."
Procedures for Tendering
Old Notes...........................If you are a holder of old notes who wishes to accept the exchange offer, you
must:
o complete, sign and date the accompanying letter of transmittal, or a
facsimile of the letter of transmittal, and mail or otherwise deliver the
letter of transmittal, together with your old notes, to the exchange agent
at the address provided in the section "The Exchange Offer" in this
prospectus under the subheading "Exchange Agent"; or
o arrange for The Depository Trust Company to transmit certain required
information, including an agent's message forming part of a book-entry
transfer in which you agree to be bound by the terms of the letter of
transmittal, to the exchange agent in connection with a book-entry
transfer.
3
Resale Without Further
Registration........................We believe that you may resell or otherwise transfer the exchange notes that
you receive in the exchange offer without complying with the registration and
prospectus delivery provisions of the Securities Act so long as you are not a
broker-dealer and you meet the following conditions:
o you are not an "affiliate" of ours within the meaning of Rule 405 of the
Securities Act;
o you are acquiring the exchange notes issued in the exchange offer in the
ordinary course of your business; and
o you have no arrangement or understanding with any person to participate in
the distribution of the exchange notes.
By signing the letter of transmittal and tendering your old notes, you will be
making representations to this effect. You may incur liability under the
Securities Act if:
o any of the representations listed above are not true; and
o you transfer any exchange note issued to you in the exchange offer without
delivering a prospectus meeting the requirements of the Securities Act or
an exemption from the registration requirements under the Securities Act.
We do not assume, or indemnify you against, liability under these circumstances
which means that we will not protect you from any loss you incur as a result of
this liability.
Restrictions on Resale by
Broker-Dealers......................Each broker-dealer that has received exchange notes for its own account in
exchange for old notes that were acquired as a result of market-making or other
trading activities must acknowledge that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of the
exchange notes. A broker-dealer may use this prospectus in connection with any
resale for a period of 270 days after the end of the exchange offer.
Special Procedures for
Beneficial Owners...................If you beneficially own old notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee and you wish to tender your old
notes in the exchange offer, you should contact the registered holder promptly
and instruct it to tender on your behalf. If you wish to tender on your own
behalf, you must, prior to completing and executing the letter of transmittal
and delivering your old notes, either arrange to have your old notes registered
in your name or obtain a properly completed bond power from the registered
holder. The transfer of registered ownership may take considerable time.
Guaranteed Delivery
Procedures..........................If you wish to tender your old notes and time will not permit your required
documents to reach the exchange agent by the expiration date, or the procedures
for book-entry transfer cannot be completed on time, you may tender your old
notes according to the guaranteed delivery procedures described in the section
"The Exchange Offer" in this prospectus under the subheading "Procedures for
Tendering Old Notes."
Acceptance of Old Notes and
Delivery of Exchange Notes .........We will accept for exchange all old notes which are properly tendered in the
exchange offer prior to 5:00 p.m., New York City time, on the expiration date.
The exchange notes issued in the exchange offer will be delivered promptly
following the expiration date. For additional information, see the section "The
Exchange Offer" in this prospectus under the subheading "Acceptance of Old
Notes for Exchange; Delivery of Exchange Notes."
4
Use of Proceeds.....................We will not receive any proceeds from the issuance of exchange notes in the
exchange offer. We will pay for our expenses incident to the exchange offer.
Federal Income Tax .................The exchange of exchange notes for old notes in the exchange offer will not be
a taxable event for federal income tax purposes. For additional information,
see the section "United Stated Federal Income Tax Considerations" in this
prospectus.
Effect on Holders of Old
Notes...............................As a result of this exchange offer, we will have fulfilled a covenant
contained in the registration rights agreement dated as of November 22, 2002
by and among Toll Brothers Finance Corp., Toll Brothers, Inc. and each of the
initial purchasers named in the agreement and, accordingly, there will be no
increase in the interest rate on the old notes. If you do not tender your old
notes in the exchange offer:
o you will continue to hold the old notes and will be entitled to all the
rights and limitations applicable to the old notes under the indenture
governing the notes, except for any rights under the registration rights
agreement that terminate as a result of the completion of the exchange
offer; and
o you will not have any further registration or exchange rights and your old
notes will continue to be subject to restrictions on transfer.
Accordingly, the trading market for untendered old notes could be
adversely affected.
Exchange Agent......................Bank One Trust Company, National Association is serving as exchange agent in connection with the
exchange offer.
5
Summary -- The Exchange Notes
The following is a brief summary of certain terms of the exchange notes. For a
more complete description of the terms of the exchange notes, see "Description
of Exchange Notes" in this prospectus. As used in this "Summary -- The Exchange
Notes" section, all references to "we," "us," "our," and all similar references
are to Toll Brothers Finance Corp.
Terms of the Exchange Notes:
Issuer..............................Toll Brothers Finance Corp.
Exchange Notes Offered..............Up to $300 million principal amount of 6.875% Senior Notes due 2012. The form
and terms of the exchange notes will be the same as the form and terms of the
old notes, except that:
o the exchange notes will have been registered under the Securities Act,
will not contain transfer restrictions, and will not bear legends
restricting their transfer;
o the exchange notes will not contain terms providing for the payment of
additional interest under circumstances relating to our obligation to file
and cause to be effective a registration statement;
o the exchange notes will be represented by one or more global notes in book
entry form; and
o the exchange notes will be issuable in denominations of $1,000 and
multiples thereof.
Interest............................Interest will accrue on the exchange notes at a rate of 6.875% per annum and
will be payable semi-annually in arrears on May 15 and November 15 of each
year, commencing on May 15, 2003. Interest will accrue from November 22, 2002,
the date of issuance of the old notes, or, if interest has already been paid,
from the date it was most recently paid.
Maturity Date.......................November 15, 2012.
Ranking.............................The exchange notes will rank equally with all of our unsecured and
unsubordinated indebtedness.
Guarantees..........................Payment of principal and interest on the exchange notes will be fully and
unconditionally guaranteed, jointly and severally, by Toll Brothers, Inc. and
all of its subsidiaries that guarantee its current bank credit facilities.
Each guarantee will rank equally with all other unsecured and unsubordinated
indebtedness of the entity giving the guarantee. Certain other subsidiaries
of Toll Brothers, Inc. which had guaranteed the old notes at the time of their
issuance have since been merged into other guarantor entities, have been
dissolved or are not guarantors under the bank credit facilities and will not
be guarantors of the exchange notes. Certain subsidiaries that had not
guaranteed the old notes will guarantee the exchange notes.
Optional Redemption.................We may redeem any or all of the exchange notes at any time at a redemption
price equal to the greater of (a) 100% of the principal amount of the exchange
notes being redeemed and (b) the sum of the present values of the remaining
scheduled payments of principal and interest on the exchange notes being
redeemed, discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury rate plus 45
basis points, plus, in each case, accrued and unpaid interest on the exchange
notes to the redemption date.
Sinking Fund........................None.
Denominations.......................$1,000 and integral multiples thereof.
Use of Proceeds.....................We will not receive any cash proceeds from the exchange offer.
6
Absence of Market for the
Exchange Notes......................The exchange notes are a new issue of security with no established trading
market. While we expect to list the exchange notes on the New York Stock
Exchange, we cannot assure you that an active trading market for the exchange
notes will develop, or that if one does develop, it will be maintained.
General Indenture Provisions Applicable to the Exchange Notes:
No Limit on Debt....................The indenture governing the exchange notes will not limit the amount of debt
that we may issue or provide holders any protection should we be involved in a
highly leveraged transaction.
Certain Covenants...................The indenture governing the exchange notes contains covenants that, among
other things, will limit our ability and the ability of Toll Brothers, Inc.
and some of its subsidiaries to:
o issue, assume or guarantee certain additional secured indebtedness; and
o engage in sale and lease-back transactions.
These covenants are subject to important exceptions and qualifications, which
are described under the heading "Description of Exchange Notes" in this
prospectus.
Events of Default...................Each of the following is an event of default under the indenture governing the
exchange notes:
o our failure for 30 days to pay interest when due on the exchange notes;
o our failure to pay principal of or premium, if any, on the exchange
notes when due;
o our failure or the failure of Toll Brothers, Inc. or any guarantor which
is a significant subsidiary to perform other covenants with respect to the
exchange notes, the indenture or the guarantees for 60 days after receipt
of notice of failure;
o the occurrence of a default in respect to our debt or the debt (except
certain non-recourse debt) of Toll Brothers, Inc. or any other guarantor
totaling $10 million or more in aggregate principal amount, resulting in
the acceleration of such debt or due to the failure to pay such debt at
maturity;
o an acceleration or significant modification occurs with respect to any
series of the senior subordinated notes of Toll Corp., if on the date of
occurrence the outstanding principal amount of such senior subordinated
notes exceeds $5 million;
o any guarantee in respect of the exchange notes by Toll Brothers, Inc. or
guarantors that are significant subsidiaries ceases to be in full force and
effect and enforceable in accordance with its terms; and
o certain events of bankruptcy, insolvency or reorganization affecting us,
Toll Brothers, Inc. or other guarantors that are significant subsidiaries.
If any event of default occurs and is continuing, the trustee under the
indenture or holders of at least 25% in aggregate principal amount of
outstanding exchange notes issued under the indenture may declare the principal
thereof immediately due and payable.
Other...............................The exchange notes and any old notes not exchanged for the exchange notes will
constitute a single series of senior notes under the indenture and will
therefore vote together as a single class for purposes of determining whether
the holders of the requisite percentage in outstanding principal amount have
taken certain actions or exercised certain rights under the indenture.
7
Summary Financial Information
(Dollars in Thousands)
The following summary consolidated financial information for the five
years ended October 31, 2002 is derived from our audited consolidated financial
statements. The summary consolidated financial information for the three months
ended January 31, 2002 and 2003 is derived from our unaudited quarterly
consolidated financial statements and in the opinion of management, includes all
adjustments (consisting of normal recurring items) necessary for the fair
presentation of the results for such periods. The following summary financial
data should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the
consolidated financial statements and related notes thereto contained in our
annual report on Form 10-K for the fiscal year ended October 31, 2002 and our
quarterly report on Form 10-Q for the quarter ended January 31, 2003 which are
incorporated into this prospectus by reference. The results of
operations for the three months ended January 31, 2003 may not be indicative of
results of operations to be expected for the fiscal year.
Three Months ended January 31,
Year ended October 31, (unaudited)
----------------------------------------------------------- ------------------------------
1998 1999 2000 2001 2002 2002 2003
---- ---- ---- ---- ---- ---- ----
Income Statement Data:
Revenues................... $1,210,816 $1,464,115 $1,814,362 $2,229,605 $2,328,972 $492,179 $570,260
Income before income
taxes(1)................ $132,666 $161,678 $232,766 $339,712 $347,318 $69,984 $71,920
Net income................. $84,704 $101,566 $145,943 $213,673 $219,887 $44,494 $45,414
Other Financial Data:
Depreciation and
amortization............ $6,095 $7,514 $8,528 $9,356 $10,495 $2,903 $3,045
Interest incurred.......... $39,801 $52,914 $60,275 $79,245 $90,331 $22,878 $28,701
Ratio of earnings to fixed
charges(2).............. 4.17x 3.75x 4.56x 4.94x 4.49x 3.66x 3.06x
At January 31,
At October 31, (unaudited)
----------------------------------------------------------- --------------
1998 1999 2000 2001 2002 2002 2003
---- ---- ---- ---- ---- ---- ----
Balance Sheet Data:
Inventory................. $1,111,223 $1,443,282 $1,712,383 $2,183,541 $2,551,061 $2,276,803 $2,716,195
Total assets.............. $1,254,468 $1,668,062 $2,030,254 $2,532,200 $2,895,365 $2,720,000 $3,160,833
Debt
Loans payable............ $182,292 $213,317 $326,537 $362,712 $253,194 $358,388 $244,486
Senior notes............. - - - - - - 298,087
Subordinated notes....... 269,296 469,418 469,499 669,581 819,663 819,602 719,970
Mortgage company
warehouse loans........ - - - 24,754 48,996 24,483 49,936
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total debt................ $451,588 $682,735 $796,036 $1,057,047 $1,121,853 $1,202,473 $1,312.479
---------- ---------- ---------- ---------- ---------- ---------- ----------
Stockholders' equity...... $525,756 $616,334 $745,145 $912,583 $1,129,509 $974,641 $1,179,842
(1) Statement of Financial Accounting Standards No. 145 ("SFAS No. 145"),
"Amendment of FASB Statement No. 13, and Technical Corrections," requires
all gains and losses from the extinguishment of debt to be included as an
item of continuing operations. The provisions of SFAS No. 145 relating to
the rescission of SFAS. No. 4, "Reporting Gains and Losses from
Extinguishment of Debt," became effective for our fiscal year 2003. SFAS
No. 145 requires us to also reclassify any prior periods that are
presented. In accordance with SFAS No. 145, our fiscal 1998 and 1999
income before taxes have been restated to reflect losses on the early
retirement of debt of $1,770,000 and $2,318,000, respectively.
(2) For purposes of computing the ratio of earnings to fixed charges,
earnings consist of income before income taxes, plus interest expense and
fixed charges except interest incurred. Fixed charges consist of interest
incurred, whether expensed or capitalized, one-third of rent expense that
is representative of the interest factor and amortization of debt
discount and issuance costs. The pro forma ratio of earnings to fixed
charges would be 4.06x for the year ended October 31, 2002 and 3.08x for
the three months ended January 31, 2003 assuming that the $300 million
principal amount of old notes and the $150 million principal amount of
8.25% Senior Subordinated Notes due 2011 issued in November 2001 were
outstanding as of November 1, 2001, and assuming that the $100 million
principal amount of 8 3/4% Senior Subordinated Notes due 2006 were paid
as of October 31, 2001.
8
RISK FACTORS
You should consider carefully the following risk factors, as well as
all of the other information contained or incorporated by reference in this
prospectus, before making an investment in the exchange notes offered by this
prospectus.
An adverse change in economic conditions could reduce the demand for homes and,
as a result, could reduce our earnings.
Changes in national and regional economic conditions, as well as local
economic conditions where we conduct our operations and where prospective
purchasers of our homes live, can have a negative impact on our business.
Adverse changes in employment levels, job growth, consumer confidence, housing
demand, interest rates and population growth may reduce demand and depress
prices for our homes. This, in turn, can reduce our earnings.
The homebuilding industry is highly competitive and, if others are more
successful, our business could decline.
We operate in a very competitive environment, which is characterized by
competition from a number of other homebuilders in each market in which we
operate. We compete with large national and regional homebuilders and with
smaller local homebuilders for land, financing, raw materials and skilled
management and labor resources. We also compete with the resale, or "previously
owned," home market. Increased competition could cause us to increase our
selling incentives and/or reduce our prices. An oversupply of homes available
for sale could also depress our home prices and adversely affect our operations.
If we are unable to compete effectively in our markets, our business could
decline.
If land is not available at reasonable prices, our sales and earnings could
decrease.
Our operations depend on our ability to continue to obtain land for the
development of our residential communities at reasonable prices. Changes in the
general availability of land, competition for available land, availability of
financing to acquire land, zoning regulations that limit housing density and
other market conditions may hurt our ability to obtain land for new residential
communities. If the supply of land appropriate for development of our
residential communities becomes more limited because of these factors, or for
any reason, the cost of land could increase and/or the number of homes that we
build and sell could be reduced.
If the market value of our homes drop significantly, our profits could decrease.
The market value of our land and housing inventories depends on market
conditions. We acquire land for expansion into new markets and for replacement
of land inventory and expansion within our current markets. If housing demand
decreases below what we anticipated when we acquired our inventory, we may not
be able to make profits similar to what we have made in the past, may experience
less than anticipated profits and/or may not be able to recover our costs when
we build and sell homes. In the face of adverse market conditions, we may have
substantial inventory carrying costs or we may have to sell land or homes at a
loss.
Government regulations may delay the start or completion of our communities,
increase our expenses or limit our homebuilding activities, which could have a
negative impact on our operations.
We must obtain the approval of numerous governmental authorities in
connection with our development activities, and these governmental authorities
often have broad discretion in exercising their approval authority. We incur
substantial costs related to compliance with legal and regulatory requirements.
Any increase in legal and regulatory requirements may cause us to incur
substantial additional costs, as discussed below. Various local, state and
federal statutes, ordinances, rules and regulations concerning building, zoning,
sales and similar matters apply to and/or affect the housing industry. This
governmental regulation affects construction activities as well as sales
activities, mortgage lending activities and other dealings with consumers. The
industry also has experienced an increase in state and local legislation and
regulations which limit the availability of land. We may be required to apply
for additional approvals or modify our existing approvals because of changes in
local circumstances or applicable law.
9
Expansion of regulation in the housing industry has increased the time required
to obtain the necessary approvals to begin construction and has prolonged the
time between the initial acquisition of land or land options and the
commencement and completion of construction. These delays can increase our costs
and decrease our profitability.
Municipalities may restrict or place moratoriums on the availability of
utilities, such as water and sewer taps. In some areas, municipalities may enact
growth control initiatives, which will restrict the number of building permits
available in a given year. If municipalities in which we operate take actions
like these, it could have an adverse effect on our business by causing delays,
increasing our costs or severely limiting our ability to operate in those
municipalities.
Increases in taxes or government fees could increase our costs, and adverse
changes in tax laws could reduce customer demand for our homes.
Increases in real estate taxes and other local government fees, such as
fees imposed on developers to fund schools, open space, road improvements,
and/or provide low and moderate income housing, could increase our costs and
have an adverse effect on our operations. In addition, increases in local real
estate taxes could adversely affect our potential customers who may consider
those costs in determining whether to make a new home purchase and decide, as a
result, not to purchase one of our homes. In addition, any changes in the income
tax laws that would reduce or eliminate tax incentives to homeowners could make
housing less affordable or otherwise reduce the demand for housing, which in
turn could reduce our sales and hurt our operating results.
Adverse weather conditions and conditions in nature beyond our control could
disrupt the development of our communities, which could harm our sales and
earnings.
Adverse weather conditions and natural disasters, such as hurricanes,
tornadoes, earthquakes, floods and fires, can have serious effects on our
ability to develop our residential communities. We also may be affected by
unforeseen engineering, environmental or geological problems. Any of these
adverse events or circumstances could cause delays in the completion of, or
increase the cost of, developing one or more of our residential communities and,
as a result, could harm our sales and earnings.
If we experience shortages of labor and supplies or other circumstances beyond
our control, there could be delays or increased costs in developing our
communities, which would adversely affect our operating results.
Our ability to develop residential communities may be affected by
circumstances beyond our control, including: work stoppages, labor disputes and
shortages of qualified trades people, such as carpenters, roofers, electricians
and plumbers; lack of availability of adequate utility infrastructure and
services; our need to rely on local subcontractors who may not be adequately
capitalized or insured; and shortages or fluctuations in prices of building
materials.
Any of these circumstances could give rise to delays in the start or
completion of, or increase the cost of, developing one or more of our
residential communities. We may not be able to recover these increased costs by
raising our home prices because, typically, the price for each home is set
months prior to delivery in a home sale contract with the customer. If that
happens, our operating results could be harmed. Additionally, we may be limited
in the amount we can raise sales prices by our customers' willingness to pay
higher prices.
Product liability litigation and warranty claims that arise in the ordinary
course of business may be costly, which could adversely affect our business.
As a homebuilder, we are subject to construction defect and home
warranty claims arising in the ordinary course of business. These claims are
common in the homebuilding industry and can be costly. In addition, the costs of
insuring against construction defect and product liability claims are high, and
the amount of coverage offered by insurance companies is currently limited.
There can be no assurance that this coverage will not be further restricted and
become more costly. If we are not able to obtain adequate insurance against
these claims, we may experience losses that could hurt our business.
If we are not able to obtain suitable financing, our business may decline.
Our business and earnings depend substantially on our ability to obtain
financing for the development of our residential communities, whether from bank
borrowings or from sales of our debt or equity securities. If we are not able to
obtain suitable financing, our costs could increase and our revenues could
decrease, or we could be precluded from continuing our operations at current
levels.
10
Increases in interest rates can make it more difficult and/or expensive
for us to obtain the funds we need to operate our business. The amount of
interest we incur on our revolving bank credit facility fluctuates based on
changes in short-term interest rates, the amount of borrowings we incur and the
ratings that national rating agencies assign to our outstanding debt securities.
Increases in interest rates generally and/or any downgrading in the ratings that
national rating agencies assign to our outstanding debt securities would
increase the interest rates we must pay on our debt securities, and any such
ratings downgrade could also make it more difficult for us to sell our debt
securities.
If our potential customers are not able to obtain suitable financing, our
business may decline.
Our business and earnings also depend on the ability of our potential
customers to obtain mortgages for the purchase of our homes. Increases in the
cost of home mortgage financing could prevent our potential customers from
purchasing our homes. In addition, where our potential customers must sell their
existing homes in order to buy a home from us, increases in mortgage costs could
prevent the buyers of our customers' existing homes from obtaining the mortgages
they need to complete the purchase, which could result in our potential
customers' inability to buy a home from us. If our potential customers or the
buyers of our customers' existing homes are not able to obtain suitable
financing, our sales and revenues could decline.
Our principal stockholders may effectively exercise control over matters
requiring stockholder approval.
As of January 24, 2003, Robert I. Toll and his affiliates owned,
directly or indirectly, or had the right to acquire within 60 days,
approximately 22.2% of the outstanding shares of Toll Brothers, Inc.'s common
stock, and his brother Bruce E. Toll and his affiliates owned, directly or
indirectly, or had the right to acquire within 60 days, approximately 13.0% of
the outstanding shares of Toll Brothers, Inc.'s common stock. To the extent they
and their affiliates vote their shares in the same manner, their combined stock
ownership may effectively give them the power to elect all of the directors and
control the management, operations and affairs of Toll Brothers, Inc. Their
ownership may discourage someone from making a significant equity investment in
Toll Brothers, Inc., even if we needed the investment to operate our business.
The large percentage of stock they own could also delay or prevent a change of
control transaction that other stockholders may deem to be in their best
interests, such as a transaction in which the other stockholders would receive a
premium for their shares over their current trading prices.
Our business is seasonal in nature, so our quarterly operating results
fluctuate.
Our quarterly operating results typically fluctuate with the seasons. A
significant portion of our home purchase contracts are entered into with
customers in the winter and spring months. Construction on a customer's home
typically proceeds after signing the contract and can require 12 months or more
to complete. Weather-related problems may occur in the late winter and early
spring delaying starts or closings or increasing costs and reducing
profitability. In addition, delays in opening new communities or new sections of
existing communities could have an adverse impact on home sales and revenues.
Because of these factors, our quarterly operating results may be uneven and may
be marked by lower revenues and earnings in some quarters.
Future terrorist attacks against the United States or increased domestic or
international instability could have an adverse effect on our operations.
In the weeks following the September 11, 2001 terrorist attacks, we
experienced a sharp decrease in the number of orders for new homes and
cancellation of many existing orders. Although new home purchases stabilized and
subsequently recovered in the months after that initial period, a generalized
economic uncertainty persists. Adverse developments in the war on terrorism,
future terrorist attacks against the United States, or increased domestic or
international instability could adversely affect our business.
Our substantial indebtedness could adversely affect our financial condition and
prevent us from fulfilling our obligations under the senior notes.
11
We have a significant amount of indebtedness. The following tables show
important credit statistics and are presented on a pro forma basis assuming that
the $300 million principal amount of old notes and the $150 million principal
amount of 8.25% Senior Subordinated Notes due 2011 issued in November 2001 were
outstanding as of November 1, 2001, and assuming that the $100 million principal
amount of 8 3/4% Senior Subordinated Notes due 2006 were paid as of October 31,
2001:
At
January 31, 2003
(unaudited)
----------------
Total indebtedness............................................ $1,264,486
Stockholders' equity.......................................... $1,179,842
Debt to equity ratio.......................................... 1.07
For the Three
For the Year Ended Months ended
October 31, 2002 January 31, 2003
(unaudited)
------------------- ----------------
Pro forma ratio of earnings to
fixed charges........................... 4.06x 3.08x
Our substantial indebtedness could have important consequences to you.
For example, it could:
o make it more difficult for us to satisfy our obligations with
respect to the senior notes;
o increase our vulnerability to general adverse economic and industry
conditions;
o limit our ability to borrow money or sell stock to fund future
working capital, capital expenditures, debt service requirements
and other general corporate requirements;
o require us to dedicate a substantial portion of our cash flow from
operations to payments on our indebtedness, thereby reducing our
ability to use our cash flow for other purposes;
o limit our flexibility in planning for, or reacting to, changes in
our business and the industry in which we operate;
o make it more difficult for us to meet our debt service obligations
in the event that there is a substantial increase in interest rates
because our indebtedness under our bank credit facilities bear
interest at fluctuating rates;
o place us at a competitive disadvantage compared to our competitors
that have less debt; and
o limit, along with the financial and other restrictive covenants in
our indebtedness, among other things, our ability to borrow
additional funds. Failing to comply with those covenants could
result in an event of default which, if not cured or waived, could
have a material adverse effect on us.
Despite our current indebtedness levels, we may be able to incur more debt. If
we incur more debt, it could intensify the risks described above.
Toll Brothers, Inc., Toll Brothers Finance Corp. and other subsidiaries
of Toll Brothers, Inc. may be able to incur substantial additional indebtedness,
including secured indebtedness that ranks senior to the senior notes and the
guarantees. The terms of the indenture do not fully prohibit Toll Brothers,
Inc., Toll Brothers Finance Corp., or any other subsidiary of Toll Brothers,
Inc. from incurring such indebtedness. At January 31, 2003, we had a $615
million unsecured revolving credit facility with 19 banks, of which $90 million
extended to February 2003 and $525 million extends to March 2006. In February
2003, one bank, whose commitment under the revolving credit facility was
expiring, extended $15 million of its commitment until March 2006. On February
24, 2003, the remaining $75 million of commitments expired, reducing the
facility to $540 million. At January 31, 2003, we had no borrowings against the
facility and approximately $78.9 million of letters of credit outstanding under
the facility. In addition to our revolving bank credit facility, we have a term
loan of $207.5 million. If new debt is added to the current debt levels of Toll
Brothers, Inc., Toll Brothers Finance Corp. and/or the other subsidiaries of
Toll Brothers, Inc., the related risks that we now face could intensify.
To service our indebtedness, including the senior notes, we will require a
significant amount of cash. Our ability to generate cash depends on many factors
beyond our control.
Our ability to meet our debt service and other obligations will depend
upon our future performance. We are engaged in a business that is substantially
affected by changes in economic cycles. Our revenues and earnings vary with the
level of general economic activity in the markets we serve. Financial,
political, business and other factors, many of which are beyond our control,
also could affect our business. Changes in prevailing interest rates also may
affect our ability to meet our debt service obligations, because borrowings
under our bank credit facilities may bear interest at floating rates. A higher
interest rate on our debt could adversely affect our operating results. Higher
interest rates may also affect the desire or ability of customers to buy our
houses. We cannot be certain that our earnings will be sufficient to allow us to
pay the principal and interest on our debt, including the senior notes, and meet
our other obligations. If we do not have enough money, we may be required to
refinance all or part of our existing debt, including the senior notes, sell
assets, borrow more money or raise equity. We may not be able to refinance our
debt, sell assets, borrow more money or raise equity on terms acceptable to us,
if at all.
12
The senior notes are effectively subordinated to the secured debt of Toll
Brothers Finance Corp., Toll Brothers, Inc. and the guarantor subsidiaries and
structurally subordinated to the liabilities of Toll Brothers, Inc.'s
subsidiaries that do not guarantee the senior notes.
The senior notes will be the senior unsecured obligations of Toll
Brothers Finance Corp. and will be effectively subordinated in right of payment
to existing and future secured debt of Toll Brothers Finance Corp., Toll
Brothers, Inc. and guarantor subsidiaries, including the obligations of the
guarantor subsidiaries under various purchase money mortgages, to the extent of
such security. The senior notes also will be effectively subordinated in right
of payment to all existing and future debt and other liabilities, including
trade payables, of Toll Brothers, Inc.'s non-guarantor subsidiaries and the
claims of creditors of those subsidiaries, including trade creditors, will have
priority as to the assets of those subsidiaries. The effect of this
subordination is that if Toll Brothers Finance Corp., Toll Brothers, Inc. or a
guarantor subsidiary is involved in a bankruptcy, liquidation, dissolution,
reorganization or similar proceeding, or upon a default in payment on, or the
acceleration of, any secured debt, the assets of Toll Brothers Finance Corp.,
Toll Brothers, Inc. and the guarantor subsidiaries that secure the secured debt
will be available to pay obligations on the senior notes only after all secured
debt has been paid in full from those assets. We may not have sufficient assets
remaining to pay amounts due on any or all of the senior notes then outstanding.
If the senior notes are accelerated or are subject to acceleration, it will
constitute a default under our bank credit facilities.
It will be a default under our bank credit facilities if the senior
notes are accelerated or are subject to acceleration by the holders of the
senior notes. Any failure by us to make payments on the senior notes also would
result in a default under the bank credit facilities and other outstanding and
future indebtedness. In the event of default of the bank credit facilities, our
obligations under the bank credit facilities could be accelerated.
A court may void the subsidiary guarantees of the senior notes or subordinate
the subsidiary guarantees to other obligations of the subsidiary guarantors.
Although standards may vary depending upon the applicable law,
generally under U.S. federal bankruptcy law and comparable provisions of state
fraudulent transfer laws, a court could void all or a portion of the subsidiary
guarantees of the senior notes or subordinate the subsidiary guarantees to other
obligations of Toll Brothers, Inc. and/or the subsidiary guarantors. If the
claims of the holders of the senior notes against any subsidiary guarantor were
held to be subordinated in favor of other creditors of that subsidiary
guarantor, the other creditors would be entitled to be paid in full before any
payment could be made on the senior notes. If one or more of the subsidiary
guarantees were voided or subordinated, we cannot assure you that, after
providing for all prior claims, there would be sufficient assets remaining to
satisfy the claims of the holders of the senior notes.
If an active market for the exchange notes fails to develop, the trading price
and liquidity of the exchange notes could be adversely affected.
The exchange notes are expected to be listed on the New York Stock
Exchange. However, an active market for the exchange notes may not develop. The
initial purchasers of the old notes have advised us that they currently intend
to make a market in the exchange notes. However, the initial purchasers are not
obligated to make a market and may discontinue their market-making activity at
any time without notice. The liquidity of the trading market for the exchange
notes will depend in part on the level of participation of the holders of the
old notes in the exchange offer. The greater the participation in the exchange
offer, the greater the liquidity of the trading market for the exchange notes
and the lesser the liquidity of the trading market for the old notes not
tendered during the exchange offer. We do not know how many holders of our old
notes will accept this exchange offer and, therefore, do not know what principal
amount of exchange notes will be issued. In addition, market making activity by
the initial purchasers will be subject to the limits imposed by the Securities
Act and the Securities Exchange Act of 1934. As a result, we cannot assure you
that any market for the exchange notes will develop, or, if one does develop,
that it will be maintained. If an active market for the exchange notes fails to
develop, or be maintained, the trading price and liquidity of the exchange notes
could be adversely affected.
Moreover, future trading prices of the exchange notes would depend on
many factors, including, among others, prevailing interest rates, our operating
results and the market for similar securities. Depending on prevailing interest
rates, our financial condition, the market for similar securities and other
factors, the exchange notes could trade at a discount from their principal
amount.
13
If you fail to exchange your old notes by properly tendering them for exchange
notes in the exchange offer, your old notes will continue to be subject to
transfer restrictions and may have reduced liquidity
We will issue exchange notes only in exchange for old notes that you
timely and properly tender. Therefore, you should allow sufficient time to
ensure timely delivery of the old notes, and you should carefully follow the
instructions on how to tender your old notes. Neither we nor the exchange agent
are required to tell you of any defects or irregularities with respect to your
tender of old notes.
If you do not exchange your old notes for exchange notes in the
exchange offer by properly tendering them for exchange notes, your old notes
will continue to be subject to the restrictions on transfer described in the
legend on your old notes. The restrictions on transfer of your old notes arise
because we issued the old notes under exemptions from, or in transactions not
subject to, the registration requirements of the Securities Act and applicable
state securities laws. In general, you may only offer or sell the old notes if
they are registered under the Securities Act and applicable state securities
laws, or offered and sold under an exemption from these requirements. As we do
not intend to register the old notes under the Securities Act, in the event the
exchange offer is completed, holders of old notes which have not been exchanged
who seek liquidity in their investment would have to rely on exemptions to the
registration requirements under the securities laws, including the Securities
Act. Consequently, holders of old notes who do not participate in the exchange
offer could experience significant diminution in the value of their old notes,
compared to the value of the exchange notes. See "The Exchange Offer -
Consequences of Failure to Exchange Old Notes" for a discussion of possible
consequences of failing to exchange your old notes.
CAUTIONARY STATEMENTS ABOUT FORWARD-LOOKING STATEMENTS
Certain information included in this prospectus contains or may contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended. You can identify these statements by the fact that they
do not relate strictly to historical or current facts. They contain words like
"anticipate," "estimate," "expect," "project," "intend," "plan," "believe,"
"may," "can," "could," "predict," "potential," "continue," "might" and other
words or phrases of similar meaning in connection with any discussion of future
operating or financial performance. Such statements include information relating
to anticipated operating results, financial resources, changes in revenues,
changes in profitability, interest expense, growth and expansion, anticipated
income to be realized from our investments in joint ventures and the Toll
Brothers Realty Trust Group, the ability to acquire land, the ability to gain
approvals and to open new communities, the ability to sell homes and properties,
the ability to deliver homes from backlog, the average delivered price of homes,
the ability to secure materials and subcontractors, the ability to maintain the
liquidity and capital necessary to expand and take advantage of opportunities in
the future, and stock market valuations. From time to time, forward-looking
statements are also included in our reports filed with the Commission, in press
releases and in other material released to the public.
Any or all of the forward-looking statements included in this
prospectus or in any reports or public statements made by us may turn out to be
inaccurate. This can occur as a result of incorrect assumptions or as a
consequence of known or unknown risks and uncertainties. Many factors mentioned
in this prospectus or in reports or public statements made by us, such as
government regulation and the competitive environment, will be important in
determining our future performance. Consequently, actual results may differ
materially from those that might be anticipated from our forward-looking
statements.
We undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise.
However, any further disclosures made on related subjects in our subsequent
reports on Forms 10-K, 10-Q and 8-K should be consulted. The following
cautionary discussion of risks, uncertainties and possible inaccurate
assumptions relevant to our business includes factors we believe could cause our
actual results to differ materially from expected and historical results. Other
factors beyond those listed below, including factors unknown to us and factors
known to us which we have not determined are material, could also adversely
affect us. This discussion is provided as permitted by the Private Securities
Litigation Reform Act of 1995, and all of our forward-looking statements are
expressly qualified in their entirety by the cautionary statements contained or
referenced to in this section.
o We operate in a very competitive environment, which is
characterized by competition from a number of other home builders
in each market in which we operate. Actions or changes in plans by
competitors may negatively affect us.
o Our business can be affected by changes in general economic and
market conditions, as well as local economic and market conditions
where our operations are conducted and where prospective
purchasers of our homes live.
14
o The impact and uncertainties created by the September 11, 2001
terrorist attacks and the consequences of any future terrorist
attacks, as well as other events affecting the national and world
economies, may affect our business.
o The plans for future development of our residential communities
can be affected by a number of factors including, for example,
time delays in obtaining necessary governmental permits and
approvals and legal challenges to our proposed communities.
o Our operations depend on our ability to continue to obtain land
for the development of residential communities at reasonable
prices. Changes in competition, availability of financing,
customer trends and market conditions may impact our ability to
obtain land for new residential communities.
o The development of our residential communities may be affected by
circumstances beyond our control, including weather conditions,
work stoppages, labor disputes, unforeseen engineering,
environmental or geological problems and unanticipated shortages
of or increases in the cost of materials and labor. Any of these
circumstances could give rise to delays in the completion of, or
increase the cost of, developing one or more of our residential
communities.
o The interest rate on our revolving bank credit facility is subject
to fluctuation based on changes in short-term interest rates, the
amount of borrowings we have incurred and the ratings which
national rating agencies assign to our outstanding debt
securities. Our interest expense could increase as a result of
these factors.
o Our business and earnings are substantially dependent on our
ability to obtain financing for our development activities.
Increases in interest rates, concerns about the market or the
economy, or consolidation or dissolution of financial institutions
could increase our cost of borrowing and/or reduce our ability to
obtain the funds required for our future operations.
o Our business and earnings are also substantially dependent on the
ability of our customers to finance the purchase of their homes.
Limitations on the availability of financing or increases in the
cost of such financing could adversely affect our operations.
o We believe that our recorded tax balances are adequate. However,
it is not possible to predict the effects of possible changes in
the tax laws or changes in their interpretation. These changes or
interpretations, if made, could have a material negative effect on
our operating results.
o Claims have been brought against us in various legal proceedings
which have not had, and are not expected to have, a material
adverse effect on the business or on our financial condition;
however, additional legal and tax claims may arise from time to
time, and it is possible that our cash flows and results of
operations could be affected from time to time by the resolution
of one or more of such matters.
o We are subject to construction defect and home warranty claims
arising in the ordinary course of business. These claims are
common in the homebuilding industry and can be costly. In
addition, the costs of insuring against construction defects and
product liability claims are high and the amount of coverage
offered by insurance companies is currently limited. There can be
no assurance that this coverage will not be further restricted and
become more costly. If we are not able to obtain adequate
insurance against these claims, we may experience losses that
could hurt our business.
o There is intense competition to attract and retain management and
key employees in the markets where our operations are conducted.
Our business could be adversely affected in the event of our
inability to recruit or retain key personnel in one or more of the
markets in which we conduct our operations.
USE OF PROCEEDS
We will not receive any proceeds from the exchange of the exchange
notes for the old notes pursuant to the exchange offer.
We have used the aggregate net proceeds of the offering of the old
notes to repay all of the $100 million outstanding of our 8 3/4% Senior
Subordinated Notes due 2006, to repay bank debt and for general corporate
purposes.
15
CAPITALIZATION
The following table sets forth the consolidated capitalization of Toll
Brothers, Inc. at January 31, 2003:
January 31,
2003
---------------------
(unaudited)
($ in thousands)
Debt (1):
Loans payable.................................................................. $244,486
6.875% Senior Notes due 2012................................................... 300,000
7 3/4% Senior Subordinated Notes due 2007...................................... 100,000
8 1/8% Senior Subordinated Notes due 2009...................................... 170,000
8% Senior Subordinated Notes due 2009.......................................... 100,000
8 1/4% Senior Subordinated Notes due 2011...................................... 200,000
8.25% Senior Subordinated Notes due 2011....................................... 150,000
----------
Total debt................................................................... 1,264,486
----------
Stockholders' equity (2);
Preferred stock, par value $.01 per share: none issued
Common stock par value $.01 per share;
74.0 million shares issued.................................................. 740
Additional paid-in capital..................................................... 104,214
Retained earnings.............................................................. 1,147,213
Treasury stock, at cost, 3.5 million shares.................................... (72,325)
----------
Total stockholders' equity................................................... 1,179,842
----------
Total debt and stockholders' equity............................................. $2,444,328
==========
(1) We have a $615 million unsecured revolving bank credit facility, with 19
banks, of which $90 million extended through February 2003 and $525 million
extends through March 2006. In February 2003, one bank, whose commitment
under the revolving credit facility was expiring, extended $15 million of
its commitment until March 2006. The remaining $75 million of commitments
expired on February 24, 2003, reducing the facility to $540 million.
Interest is payable on short-term borrowings under the facility at 0.90%
above the Eurodollar rate or at other specified variable rates as selected
by us from time to time. At January 31, 2003, we had no borrowings against
the facility and approximately $78.9 million of letters of credit
outstanding under the facility.
(2) Our authorized capital stock consists of 100,000,000 shares of common
stock, par value $.01 per share, and 1,000,000 shares of preferred stock,
par value $.01 per share. Our board of directors is authorized to amend our
Certificate of Incorporation to increase the number of authorized shares of
common stock to 200,000,000 shares and the number of shares of authorized
preferred stock to 15,000,000 shares.
16
SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OPERATING DATA
(Dollars in Thousands)
The following selected consolidated financial information for the five
years ended October 31, 2002 is derived from our audited consolidated financial
statements. The following selected consolidated financial information for the
three months ended January 31, 2002 and 2003 is derived from our unaudited
quarterly consolidated financial statements and in the opinion of management,
includes all adjustments (consisting of normal recurring items) necessary for
the fair presentation of the results for such periods. The following selected
financial data should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and the
consolidated financial statements and related notes thereto contained in our
annual report on Form 10-K for the fiscal year ended October 31, 2002 and our
quarterly report on Form 10-Q for the quarter ended January 31, 2003 which are
incorporated into this prospectus by reference. The results of
operations for the three months ended January 31, 2003 may not be indicative of
results of operations to be expected for the fiscal year.
Three Months ended January 31,
Year ended October 31, (unaudited)
------------------------------------------------------------- ------------------------------
1998 1999 2000 2001 2002 2002 2003
---- ---- ---- ---- ---- ---- ----
Income Statement Data:
Revenues....................$1,210,816 $1,464,115 $1,814,362 $2,229,605 $2,328,972 $492,179 $570,260
Income before income
taxes(1)................. $132,666 $161,678 $232,766 $339,712 $347,318 $69,984 $71,920
Net income.................. $84,704 $101,566 $145,943 $213,673 $219,887 $44,494 $45,414
Other Financial Data:
Depreciation and
amortization............. $6,095 $7,514 $8,528 $9,356 $10,495 $2,903 $3,045
Interest incurred........... $39,801 $52,914 $60,275 $79,245 $90,331 $22,878 $28,701
Ratio of earnings to
fixed charges(2)......... 4.17x 3.75x 4.56x 4.94x 4.49x 3.66x 3.06x
At January 31,
At October 31, (unaudited)
-------------------------------------------------------------- --------------
1998 1999 2000 2001 2002 2002 2003
---- ---- ---- ---- ---- ---- ----
Balance Sheet Data:
Inventory..................$1,111,223 $1,443,282 $1,712,383 $2,183,541 $2,551,061 $2,276,803 $2,716,195
Total assets...............$1,254,468 $1,668,062 $2,030,254 $2,532,200 $2,895,365 $2,720,000 $3,160,833
Debt
Loans payable............. $182,292 $213,317 $326,537 $362,712 $253,194 $358,388 $244,486
Senior notes ............. - - - - - - 298,087
Subordinated notes........ 269,296 469,418 469,499 669,581 819,663 819,602 719,970
Mortgage company
warehouse loans........... - - - 24,754 48,996 24,483 49,936
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total debt................. $451,588 $682,735 $796,036 $1,057,047 $1,121,853 $1,202,473 $1,312,479
---------- ---------- ---------- ---------- ---------- ---------- ----------
Stockholders' equity....... $525,756 $616,334 $745,145 $912,583 $1,129,509 $974,641 $1,179,842
Three Months ended January 31,
Year ended October 31, (unaudited)
------------------------------------------------------------- -----------------------------
1998 1999 2000 2001 2002 2002 2003
---- ---- ---- ---- ---- ---- ----
Housing Data:
Number of homes closed..... 3,099 3,555 3,945 4,358 4,430 979 1,036
Sales value of homes
closed..................$1,206,290 $1,438,171 $1,762,930 $2,180,469 $2,279,261 $482,702 $557,886
Number of homes
contracted(3)........... 3,387 3,845 4,418 4,366 5,113 928 1,066
Sales value of homes
contracted(3)...........$1,383,093 $1,640,990 $2,149,366 $2,173,938 $2,748,171 $485,163 586,233
At January 31,
At October 31, (unaudited)
------------------------------------------------------------- -----------------------------
1998 1999 2000 2001 2002 2002 2003
---- ---- ---- ---- ---- ---- ----
Number of homes in
backlog(3)............... 1,892 2,381 2,779 2,727 3,366 2,662 3,387
Sales value of homes in
backlog(3)...............$814,714 $1,067,685 $1,434,946 $1,411,374 $1,866,294 $1,409,649 $1,891,744
Homesites
Owned...................... 15,578 23,163 22,275 25,981 25,822 24,597 27,510
Controlled................. 14,803 11,268 10,843 13,165 15,022 15,101 13,055
-------- ---------- ---------- ---------- ---------- ---------- ----------
Total.................... 30,381 34,431 33,118 39,146 40,844 39,698 40,565
======== ========== ========== ========== ========== ========== ==========
17
(1) Statement of Financial Accounting Standards No. 145 ("SFAS No. 145"),
"Amendment of FASB Statement No. 13, and Technical Corrections,"
requires all gains and losses from the extinguishment of debt to be
included as an item of continuing operations. The provisions of SFAS No.
145 relating to the rescission of SFAS. No. 4, "Reporting Gains and
Losses from Extinguishment of Debt," became effective for our fiscal
year 2003. SFAS No. 145 requires us to also reclassify any prior periods
that are presented. In accordance with SFAS No. 145, our fiscal 1998 and
1999 income before taxes have been restated to reflect losses on the
early retirement of debt of $1.8 million and $2.3 million, respectively.
(2) For purposes of computing the ratio of earnings to fixed charges,
earnings consist of income before income taxes plus interest expense and
fixed charges except interest incurred. Fixed charges consist of
interest incurred, whether expensed or capitalized, one-third of rent
expense that is representative of the interest factor and amortization
of debt discount and issuance costs. The pro forma ratio of earnings to
fixed charges would be 4.06x for the year ended October 31, 2002 and
3.08x for the three months ended January 31, 2003 assuming that the $300
million principal amount of old notes and the $150 million principal
amount of the 8.25% Senior Subordinated Notes due 2011 issued in
November 2001 were outstanding as of November 1, 2001, and assuming that
the $100 million principal amount of 8 3/4% Senior Subordinated Notes
due 2006 were paid as of October 31, 2001.
(3) New contracts for fiscal 2001 and 2002 included $15.4 million (52 homes)
and $13.7 million (43 homes), respectively, from an unconsolidated 50%
owned joint venture. Backlog consists of homes which were under contract
but not closed at the end of the period. Backlog at October 31, 2001 and
2002 included $7.8 million (25 homes) and $7.5 million (24 homes),
respectively, from this joint venture. New contracts for the three
months ended January 31, 2002 and 2003 included $1.8 million (6 homes)
and $3.1 million (10 homes), respectively, from this joint venture.
Backlog at January 31, 2002 and 2003 included $5.4 million (17 homes)
and $7.8 million (25 homes), respectively, from this joint venture.
18
THE GUARANTORS
The guarantors comprise substantially all of our wholly-owned homebuilding
subsidiaries and each is a guarantor under our bank credit facilities.
Non-homebuilding subsidiaries engage in ancillary businesses such as mortgage,
title insurance, security monitoring, internet access and insurance. The
guarantors consist of: Toll Brothers, Inc., Amwell Chase, Inc., BBCC
Investments, Inc., Brentwood Investments I, Inc., Bunker Hill Estates, Inc.,
Chesterbrooke, Inc., Connecticut Land Corp., Daylesford Development Corp.,
Eastern States Engineering, Inc., Edmunds-Toll Construction Company, Fairway
Valley, Inc., First Brandywine Finance Corp., First Brandywine Investment Corp.
II, First Brandywine Investment Corp. III, First Huntingdon Finance Corp.,
Franklin Farms G.P., Inc., Frenchman's Reserve Country Club, Inc., HQZ
Acquisitions, Inc., MA Limited Land Corporation, Maple Point, Inc., Maryland
Limited Land Corporation, Mizner Country Club, Inc., Polekoff Farm, Inc.,
Silverman Development Company, Inc., SH Homes Corporation, SI Investment
Corporation, Springfield Chase, Inc., Stewarts Crossing, Inc., Tampa Realty
Associates, Inc., TB Proprietary Corp., TB Proprietary LP, Inc., Tenby Hunt,
Inc., The Silverman Building Companies, Inc., Toll AZ GP Corp., Toll Bros., Inc.
(PA), Toll Bros., Inc. (DE), Toll Bros., Inc. (TX), Toll Bros. of Arizona, Inc.,
Toll Bros. of North Carolina, Inc., Toll Bros. of North Carolina II, Inc., Toll
Bros. of North Carolina III, Inc., Toll Bros. of Tennessee, Inc., Toll Brothers
Real Estate, Inc., Toll CA GP Corp., Toll CO GP Corp., Toll Corp., Toll Finance
Corp., Toll FL GP Corp., Toll Holdings, Inc., Toll IL GP Corp., Toll Land Corp.
No. 6, Toll Land Corp. No. 10, Toll Land Corp. No. 20, Toll Land Corp. No. 43,
Toll Land Corp. No. 45, Toll Land Corp. No. 46, Toll Land Corp. No. 47, Toll
Land Corp. No. 48, Toll Land Corp. No. 49, Toll Land Corp. No. 50, Toll Land
Corp. No. 51, Toll Land Corp. No. 52, Toll Land Corp. No. 53, Toll Land Corp.
No. 55, Toll Land Corp. No. 56, Toll Land Corp. No. 58, Toll Land Corp. No. 59,
Toll Land Corp. No. 60, Toll Management AZ Corp., Toll Management VA Corp., Toll
MI GP Corp., Toll NH GP Corp., Toll NJX-I Corp., Toll NJX-II Corp., Toll NV GP
Corp., Toll NC GP Corp., Toll OH GP Corp., Toll PA GP Corp., Toll PA II GP
Corp., Toll Peppertree, Inc., Toll Philmont Corporation, Toll Realty Holdings
Corp. I, Toll Realty Holdings Corp. II, Toll Realty Holdings Corp. III, Toll RI
GP Corp., Toll SC GP Corp., Toll TN GP Corp., Toll TX GP Corp., Toll VA GP
Corp., Toll VA Member Two, Inc., Toll Wood Corporation, Toll YL, Inc., Valley
Forge Conservation Holding GP Corp., Warren Chase, Inc., Windsor Development
Corp., Afton Chase, L.P., Audubon Ridge, L.P., BBCC Golf, L.P., BBCC
Investments, LP, Beaumont Chase, L.P., Belmont Land, L.P., Bennington Hunt,
L.P., Bernards Chase, L.P., Binks Estates Limited Partnership, The Bird Estate
Limited Partnership, Blue Bell Country Club, L.P., Branchburg Ridge, L.P.,
Brandywine River Estates, L.P., Brass Castle Estates, L.P., Brentwood
Investments, L.P., Bridle Estates, L.P., Broad Run Associates, L.P., Buckingham
Woods, L.P., Bucks County Country Club, L.P., CC Estates Limited Partnership,
Calabasas View, L.P., Charlestown Hills, L.P., Cheltenham Estates Limited
Partnership, Chesterbrooke Limited Partnership, Chesterfield Hunt, L.P.,
Cobblestones at Thornbury, L.P., Cold Spring Hunt, L.P., Coleman-Toll Limited
Partnership, Concord Chase, L.P., Cortlandt Chase, L.P., Delray Limited
Partnership, Dolington Estates, L.P., Dominion Country Club, L.P., Eagle Farm
Limited Partnership, Edmunds-Toll Limited Partnership, Eldorado Country Estates,
L.P., Estates at Autumnwood, L.P., The Estates at Brooke Manor Limited
Partnership, Estates at Coronado Pointe, L.P., The Estates at Potomac Glen
Limited Partnership, Estates at Princeton Junction, L.P., Estates at Rivers
Edge, L.P., Estates at San Juan Capistrano, L.P., The Estates at Summit Chase,
L.P., Fairfax Investment, L.P., Fairfax Station Hunt, L.P., Fair Lakes Chase,
L.P., Fairway Mews Limited Partnership, Farmwell Hunt, L.P., First Brandywine
Partners, L.P., Franklin Oaks Limited Partnership, Freehold Chase, L.P., Great
Falls Hunt, L.P., Great Falls Woods, L.P., Greens at Waynesborough, L.P.,
Greenwich Chase, L.P., Greenwich Station, L.P., Hockessin Chase, L.P., Holland
Ridge, L.P., Holliston Hunt Limited Partnership, Hopewell Hunt, L.P., Huckins
Farm Limited Partnership, Hunter Mill, L.P., Hunterdon Chase, L.P., Hunterdon
Ridge, L.P., Huntington Estates Limited Partnership, Hurley Ridge Limited
Partnership, Independence Hill, L.P., Kensington Woods Limited Partnership,
Knolls of Birmingham, L.P., Lakeridge, L.P., Lakeway Hills Properties, L.P.,
Laurel Creek, L.P., Loudoun Valley Associates, L.P., Mallard Lakes, L.P.,
Manalapan Hunt, L.P., Maple Creek Limited Partnership, Marshallton Chase, L.P.,
Mill Road Estates, L.P., Montgomery Chase, L.P., Montgomery Oaks, L.P.,
Moorestown Hunt, L.P., Mount Kisco Chase, L.P., NC Country Club Estates Limited
Partnership, Newport Ridge Limited Partnership, Newtown Chase Limited
Partnership, Northampton Crest, L.P., Northampton Preserve, L.P., Patriots,
L.P., The Preserve Limited Partnership, The Preserve at Annapolis Limited
Partnership, The Preserve at Boca Raton Limited Partnership, Preston Village
Limited Partnership, Princeton Hunt, L.P., Providence Limited Partnership,
Providence Hunt, L.P., Providence Plantation Limited Partnership, Regency at
Dominion Valley, L.P., River Crossing, L.P., Rolling Greens, L.P., Rose Hollow
Crossing Associates, Rose Tree Manor, L.P., Seaside Estates Limited Partnership,
Shrewsbury Hunt Limited Partnership, Silverman-Toll Limited Partnership, Somers
Chase, L.P., Somerset Development Limited Partnership, South Riding, L.P., South
Riding Partners, L.P., Southlake Woods, L.P., Southport Landing Limited
Partnership, Springton Pointe, L.P., Stone Mill Estates, L.P., Stoney Ford
Estates, L.P., Swedesford Chase, L.P., TBI/Heron Bay Limited Partnership,
TBI/Naples Limited Partnership, TBI/Palm Beach Limited Partnership, TB
Proprietary, L.P., Tenby Hunt, L.P., Thornbury Knoll, L.P., Timber Ridge
Investment Limited Partnership, Toll at Brier Creek Limited Partnership, Toll at
Daventry Park, L.P., Toll at Payne Ranch, L.P., Toll at Potomac Woods L.P., Toll
at Princeton Walk, L.P., Toll at Westlake, L.P., Toll at Whippoorwill, L.P.,
Toll Bros. of Tennessee, L.P., Toll Brothers Maryland II Limited Partnership,
Toll CA, L.P., Toll CA II, L.P., Toll CA III, L.P., Toll CA IV, L.P., Toll CA V,
L.P., Toll CA VI, L.P., Toll CO, L.P., Toll CT Limited Partnership, Toll CT II
Limited Partnership, Toll CT Westport Limited Partnership, Toll-Dublin, L.P.,
19
Toll Estero Limited Partnership, Toll FL Limited Partnership, Toll Ft. Myers
Limited Partnership, Toll IL, L.P., Toll IL II, L.P., Toll IL III, L.P., Toll IL
HWCC, L.P., Toll Land Limited Partnership, Toll Land IV Limited Partnership,
Toll Land V Limited Partnership, Toll Land VI Limited Partnership, Toll Land VII
Limited Partnership, Toll Land VIII Limited Partnership, Toll Land IX Limited
Partnership, Toll Land X Limited Partnership, Toll Land XI Limited Partnership,
Toll Land XII Limited Partnership, Toll Land XIII Limited Partnership, Toll Land
XIV Limited Partnership, Toll Land XV Limited Partnership, Toll Land XVI Limited
Partnership, Toll Land XVII Limited Partnership, Toll Land XVIII Limited
Partnership, Toll Land XIX Limited Partnership, Toll Land XX Limited
Partnership, Toll Land XXI Limited Partnership, Toll Land XXII Limited
Partnership, Toll Land XXIII Limited Partnership, Toll Land XXV Limited
Partnership, Toll Land XXVI Limited Partnership, Toll Land XXVII Limited
Partnership, Toll MD Limited Partnership, Toll MD II Limited Partnership, Toll
MD III Limited Partnership, Toll MD IV Limited Partnership, Toll MI Limited
Partnership, Toll MI II Limited Partnership, Toll MI III Limited Partnership,
Toll Naples Limited Partnership, Toll Naval Associates, Toll NH Limited
Partnership, Toll NJ, L.P., Toll NJ II, L.P., Toll NJ III, L.P., Toll NJ IV,
L.P., Toll NJ V, L.P., Toll NJ VI, L.P., Toll Northville Limited Partnership,
Toll Northville Golf Limited Partnership, Toll NV Limited Partnership, Toll PA,
L.P., Toll PA II, L.P., Toll PA III, L.P., Toll PA IV, L.P., Toll PA V, L.P.,
Toll PA VI, L.P., Toll PA VII, L.P., Toll Peppertree, L.P., Toll Reston
Associates, L.P., Toll RI, L.P., Toll RI II, L.P., Toll SC, L.P., Toll SC II,
L.P., Toll TX, L.P., Toll TX II, L.P., Toll VA, L.P., Toll VA II, L.P., Toll VA
IV, L.P., Toll VA V, L.P., Toll Venice Limited Partnership, Toll YL, L.P., Toll
YL II, L.P., Trumbull Hunt Limited Partnership, Uwchlan Woods, L.P., Valley
Forge Conservation Holding, L.P., Valley Forge Woods, L.P., Valley View Estates
Limited Partnership, Village Partners, L.P., Waldon Preserve Limited
Partnership, Warwick Greene, L.P., Warwick Woods, L.P., Washington Greene
Development, L.P., West Amwell Limited Partnership, Whiteland Woods, L.P.,
Wichita Chase, L.P., Willowdale Crossing, L.P., Wilson Concord, L.P., Woodbury
Estates, L.P., The Woods at Highland Lakes, L.P., The Woods at Long Valley,
L.P., The Woods at Muddy Branch Limited Partnership, Wrightstown Hunt, L.P.,
Yardley Estates, L.P., Belmont Country Club I LLC, Belmont Country Club II LLC,
Big Branch Overlook L.L.C., Brier Creek Country Club I LLC, Brier Creek Country
Club II LLC, C.B.A.Z. Construction Company LLC, C.B.A.Z. Holding Company LLC,
Creeks Farm L.L.C., Dominion Valley Country Club I LLC, Dominion Valley Country
Club II LLC, ELB Investments I LLC, ELB Investments II LLC, FC Investments I
LLC, FC Investments II LLC, Feys Property LLC, First Brandywine LLC I, First
Brandywine LLC II, Frenchman's Reserve Realty, LLC, Golf I Country Club Estates
at Moorpark LLC, Golf II Country Club Estates at Moorpark LLC, High Pointe at
Hopewell, LLC, Hunt's Bluff LLC, Long Meadows TBI, LLC, Martin County
Improvement Association LLC, Mizner Realty, L.L.C., Mountain View Country Club I
LLC, Mountain View Country Club II LLC, Naples Lakes Country Club, L.L.C.,
Naples TBI Realty, LLC, Northville Hills Golf Club LLC, Nosan & Silverman
Homes LLC, Palm Cove Golf & Yacht Club I LLC, Palm Cove Golf & Yacht Club II
LLC, Palm Cove Marina I LLC, Palm Cove Marina II LLC, Regency at Denville, LLC,
Regency at Dominion Valley LLC, The Regency Golf Club I LLC, The Regency Golf
Club II LLC, RiverCrest Sewer Company, LLC, Sapling Ridge, LLC, South Riding
Realty LLC, SR Amberlea LLC, Toll Brothers Realty Michigan II LLC, Toll Cedar
Hunt LLC, Toll DE X, LLC, Toll-Dublin, LLC, Toll Equipment, L.L.C., Toll NJ I,
L.L.C., Toll NJ II, L.L.C., Toll Realty L.L.C., Toll Reston Associates, L.L.C.,
Toll VA L.L.C., Toll VA II L.L.C., Virginia Construction Co. I, LLC, and
Virginia Construction Co. II, LLC.
Certain other subsidiaries of Toll Brothers, Inc. which had
guaranteed the old notes at the time of their issuance have since been merged
into other guarantor entities, dissolved or are not guarantors entities under
the bank credit facilities and will not be guarantors of the exchange notes.
Certain other subsidiaries which had not guaranteed the old notes at the time of
issuance will guarantee the exchange notes.
20
THE EXCHANGE OFFER
As used in this "The Exchange Offer" section, all references to "we,"
"us," "our" and all similar references are to Toll Brothers Finance Corp.
As of the date of this prospectus, $300 million in principal amount of
the old notes is outstanding. This prospectus, together with the letter of
transmittal, is first being sent to holders on ________________, 2003.
Purpose of the Exchange Offer
We issued the old notes on November 22, 2002 in a transaction exempt
from the registration requirements of the Securities Act of 1933 (the
"Securities Act"). Accordingly, the old notes may not be reoffered, resold, or
otherwise transferred unless so registered or unless an applicable exemption
from the registration and prospectus delivery requirements of the Securities Act
is available.
In connection with the sale of the old notes, we entered into a
registration rights agreement, which requires us to:
o file a registration statement with the Securities and Exchange
Commission (the "Commission") relating to the exchange offer on or
prior to 120 days after the date of issuance of the old notes;
o use our reasonable efforts to cause the registration statement
relating to the exchange offer to become effective under the
Securities Act within 235 days after the date of issuance of the
old notes; and
o use our reasonable best efforts to complete the exchange offer no
later than 35 days after the exchange offer registration statement
becomes effective.
We are making the exchange offer to satisfy our obligations under the
registration rights agreement. Other than pursuant to the registration rights
agreement, we are not required to file any registration statement to register
any outstanding old notes. Holders of old notes who do not tender their old
notes or whose old notes are tendered but not accepted in the exchange offer
must rely on an exemption from the registration requirements under the
securities laws, including the Securities Act, if they wish to sell their old
notes.
We are making the exchange offer in reliance on the position of the
staff of the Commission as set forth in interpretive letters addressed to third
parties in other transactions. However, we have not sought our own interpretive
letter and we can provide no assurance that the staff would make a similar
determination with respect to the exchange offer as it has in interpretive
letters to third parties. Based on these interpretations by the staff, we
believe that the exchange notes issued in the exchange offer in exchange for old
notes may be offered for resale, resold and otherwise transferred by a holder
other than any holder who is a broker-dealer or an "affiliate" of ours within
the meaning of Rule 405 of the Securities Act, without further compliance with
the registration and prospectus delivery requirements of the Securities Act,
provided that:
o the exchange notes are acquired in the ordinary course of the
holder's business;
o the holder has no arrangement or understanding with any person to
participate in the distribution of the exchange notes; and
o the holder is not engaged in, and does not intend to engage in a
distribution of the exchange notes.
For additional information, see the discussion in this section under
the subheading "Resale of Exchange Notes."
If you tender in the exchange offer for the purpose of participating in
a distribution of the exchange notes, or if you are a broker-dealer who
purchased the old notes from us for resale pursuant to Rule 144A or any other
available exemption under the Securities Act, you cannot rely on the
interpretations by the staff of the Commission stated in these no-action
letters. Instead, you must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any sale or transfer,
unless an exemption from these requirements is otherwise available.
Further, each broker-dealer that receives the exchange notes for its
own account in exchange for the old notes, where the broker-dealer acquired the
old notes as a result of market-making or other trading activities, must
acknowledge in a letter of transmittal that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of those
21
exchange notes. The letter of transmittal states that by making this
acknowledgment and delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
We have agreed that this prospectus may be used by a broker-dealer for any
resale of exchange notes issued to it in the exchange offer for a period of 270
days after the expiration date of the exchange offer. We have the right, under
limited circumstances, to suspend the use of this prospectus by broker-dealers,
in which case the 270-day period would be extended by a number of days equal to
the period of suspension. See "Plan of Distribution."
Terms of the Exchange
We are offering to exchange, subject to the conditions described in
this prospectus and in the letter of transmittal accompanying this prospectus,
$300 million in aggregate principal amount of our 6.875% senior notes due 2012
that have been registered under the Securities Act for a like principal amount
of our outstanding unregistered 6.875% senior notes due 2012. The terms of the
exchange notes are identical in all material respects to the terms of the old
notes, except that:
o the exchange notes will have been registered under the Securities
Act of 1933, will not contain transfer restrictions, and will not
bear legends restricting their transfer;
o the exchange notes will not contain terms providing for the payment
of additional interest under circumstances relating to our
obligation to file and cause to be effective a registration
statement;
o the exchange notes will be represented by one or more global notes
in book entry form unless exchanged for notes in definitive
certificated form under the limited circumstances described under
"Description of the Exchange Notes -- Global Notes and Book-Entry
System"; and
o the exchange notes will be issuable in denominations of $1,000 and
integral multiples thereof.
The exchange notes will generally be freely transferable by holders of
the exchange notes and will not be subject to the terms of the registration
rights agreement. The exchange notes will evidence the same indebtedness as the
old notes exchanged therefor and will be entitled to the benefits of the
indenture. For additional information, see the section "Description of Exchange
Notes" in this prospectus.
The exchange offer is not conditioned upon the tender of any minimum
principal amount of old notes.
The exchange notes will accrue interest from the last interest payment
date on which interest was paid on the old notes or, if no interest was paid on
the old notes, from the date of issuance of the old notes, which was on November
22, 2002. Holders whose old notes are accepted for exchange will be deemed to
have waived the right to receive any interest accrued on the old notes.
Tendering holders of the old notes will not be required to pay
brokerage commissions or fees or, transfer taxes, except as specified in the
instructions in the letter of transmittal, with respect to the exchange of the
old notes in the exchange offer.
Expiration Date; Extension; Termination; Amendment
The exchange offer will expire at 5:00 p.m., New York City time, on
___________, 2003, unless we, in our sole discretion, have extended the period
of time for which the exchange offer is open. The time and date, as it may be
extended, is referred to herein as the "expiration date." The expiration date
will be at least 20 business days after the commencement of the exchange offer
in accordance with Rule 14e-1(a) under the Exchange Act. We expressly reserve
the right, at any time or from time to time, to extend the period of time during
which the exchange offer is open, and thereby delay acceptance for exchange of
any old notes. We will extend the expiration date by giving oral or written
notice of the extension to the exchange agent and by timely public announcement
no later than 9:00 a.m., New York City time, on the next business day after the
previously scheduled expiration date. During the extension, all old notes
previously tendered will remain subject to the exchange offer unless properly
withdrawn.
We expressly reserve the right to:
o terminate or amend the exchange offer and not to accept for
exchange any old notes not previously accepted for exchange upon
the occurrence of any of the events specified in this section under
the subheading "Certain Conditions to the Exchange Offer" which
have not been waived by us; and
o amend the terms of the exchange offer in any manner which, in our
good faith judgment, is advantageous to the holders of the old
notes, whether before or after any tender of the old notes.
22
If any termination or amendment occurs, we will notify the exchange
agent and will either issue a press release or give oral or written notice to
the holders of the old notes as promptly as practicable.
For purposes of the exchange offer, a "business day" means any day
other than Saturday, Sunday or a date on which banking institutions are required
or authorized by New York State law to be closed, and consists of the time
period from 12:01 a.m. through 12:00 midnight, New York City time. Unless we
terminate the exchange offer prior to 5:00 p.m., New York City time, on the
expiration date, we will exchange the exchange notes for the old notes promptly
following the expiration date.
Procedures For Tendering Old Notes
Our acceptance of old notes tendered by a holder will constitute a
binding agreement between the tendering holder and us upon the terms and subject
to the conditions described in this prospectus and in the accompanying letter of
transmittal. All references in this prospectus to the letter of transmittal are
deemed to include a facsimile of the letter of transmittal.
A holder of old notes may tender the old notes by:
o properly completing and signing the letter of transmittal;
o properly completing any required signature guarantees;
o properly completing any other documents required by the letter of
transmittal; and
o delivering all of the above, together with the certificate or
certificates representing the old notes being tendered, to the
exchange agent at its address set forth below at or prior to 5:00
p.m., New York City time on the expiration date; or
o complying with the procedure for book-entry transfer described
below; or
o complying with the guaranteed delivery procedures described below.
The method of delivery of old notes, letters of transmittal and all
other required documents is at the election and risk of the holders. If the
delivery is by mail, it is recommended that registered mail properly insured,
with return receipt requested, be used. In all cases, sufficient time should be
allowed to ensure timely delivery. Holders should not send old notes or letters
of transmittal to us.
The signature on the letter of transmittal need not be guaranteed if:
o tendered old notes are registered in the name of the signer of the
letter of transmittal; and
o the exchange notes to be issued in exchange for the old notes are
to be issued in the name of the holder; and
o any untendered old notes are to be reissued in the name of the
holder.
In any other case, the tendered old notes must be:
o endorsed or accompanied by written instruments of transfer in form
satisfactory to us;
o duly executed by the holder; and
o the signature on the endorsement or instrument of transfer must be
guaranteed by a bank, broker, dealer, credit union, savings
association, clearing agency or other institution, each an
"eligible institution" that is a member of a recognized signature
guarantee medallion program within the meaning of Rule 17Ad-15
under the Exchange Act.
If the exchange notes and/or old notes not exchanged are to be
delivered to an address other than that of the registered holder appearing on
the note register for the old notes, the signature in the letter of transmittal
must be guaranteed by an eligible institution.
The exchange agent will make a request within two business days after
the date of receipt of this prospectus to establish accounts with respect to the
old notes at The Depository Trust Company, the "book-entry transfer facility,"
for the purpose of facilitating the exchange offer. We refer to the Depository
Trust Company in this prospectus as "DTC." Subject to establishing the accounts,
any financial institution that is a participant in the book-entry transfer
facility's system may make book-entry delivery of old notes by causing the
book-entry transfer facility to transfer the old notes into the exchange agent's
23
account with respect to the old notes in accordance with the book-entry transfer
facility's procedures for the transfer. Although delivery of old notes may be
effected through book-entry transfer into the exchange agent's account at the
book-entry transfer facility, an appropriate letter of transmittal with any
required signature guarantee and all other required documents, or an agent's
message, must in each case be properly transmitted to and received or confirmed
by the exchange agent at its address set forth below prior to the expiration
date, or, if the guaranteed delivery procedures described below are complied
with, within the time period provided under such procedures.
The exchange agent and DTC have confirmed that the exchange offer is
eligible for the DTC Automated Tender Offer Program. We refer to the Automated
Tender Offer Program in this prospectus as "ATOP." Accordingly, DTC participants
may, in lieu of physically completing and signing the letter of transmittal and
delivering it to the exchange agent, electronically transmit their acceptance of
the exchange offer by causing DTC to transfer old notes to the exchange agent in
accordance with DTC's ATOP procedures for transfer. DTC will then send an
agent's message.
The term "agent's message" means a message which:
o is transmitted by DTC;
o received by the exchange agent and forming part of the book-entry
transfer;
o states that DTC has received an express acknowledgment from a
participant in DTC that is tendering old notes which are the
subject of the book-entry transfer;
o states that the participant has received and agrees to be bound by
all of the terms of the letter of transmittal; and
o states that we may enforce the agreement against the participant.
If a holder desires to accept the exchange offer and time will not
permit a letter of transmittal or old notes to reach the exchange agent before
the expiration date or the procedure for book-entry transfer cannot be completed
on a timely basis, the holder may effect a tender if the exchange agent has
received at its address set forth below on or prior to the expiration date, a
letter, telegram or facsimile transmission, and an original delivered by
guaranteed overnight courier, from an eligible institution setting forth:
o the name and address of the tendering holder;
o the names in which the old notes are registered and, if possible,
the certificate numbers of the old notes to be tendered; and
o a statement that the tender is being made thereby and guaranteeing
that within three business days after the expiration date, the old
notes in proper form for transfer, or a confirmation of book-entry
transfer of such old notes into the exchange agent's account at the
book-entry transfer facility and an agent's message, will be
delivered by the eligible institution together with a properly
completed and duly executed letter of transmittal and any other
required documents.
Unless old notes being tendered by the above-described method are
deposited with the exchange agent, a tender will be deemed to have been received
as of the date when:
o the tendering holder's properly completed and duly signed letter of
transmittal, or a properly transmitted agent's message, accompanied
by the old notes or a confirmation of book-entry transfer of the
old notes into the exchange agent's account at the book-entry
transfer facility is received by the exchange agent; or
o a notice of guaranteed delivery or letter, telegram or facsimile
transmission to similar effect from an eligible institution is
received by the exchange agent.
Issuances of exchange notes in exchange for old notes tendered pursuant
to a notice of guaranteed delivery or letter, telegram or facsimile transmission
to similar effect by an eligible institution will be made only against deposit
of the letter of transmittal and any other required documents and the tendered
old notes or a confirmation of book-entry and an agent's message.
All questions as to the validity, form, eligibility, including time of
receipt, and acceptance of old notes tendered for exchange will be determined by
us in our sole discretion, which determination will be final and binding. We
reserve the absolute right to reject any and all tenders of any old notes not
properly tendered or not to accept any old notes which acceptance might, in our
judgment or the judgment of our counsel, be unlawful. We also reserve the
absolute right to waive any defects or irregularities or conditions of the
exchange offer as to any old notes either before or after the expiration date,
24
including the right to waive the ineligibility of any holder who seeks to tender
old notes in the exchange offer. The interpretation of the terms and conditions
of the exchange offer, including the letter of transmittal and the instructions
contained in the letter of transmittal, by us will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of old notes for exchange must be cured within such reasonable period of time as
we determine. Neither we, the exchange agent nor any other person has any duty
to give notification of any defect or irregularity with respect to any tender of
old notes for exchange, nor will any of us incur any liability for failure to
give such notification.
If the letter of transmittal is signed by a person or persons other
than the registered holder or holders of old notes, the old notes must be
endorsed or accompanied by appropriate powers of attorney, in either case signed
exactly as the name or names of the registered holder or holders appear on the
old notes.
If the letter of transmittal or any old notes or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and, unless waived by
us, such persons must submit proper evidence satisfactory to us of their
authority to so act.
By tendering, each holder represents to us that, among other things:
o the exchange notes acquired pursuant to the exchange offer are
being acquired in the ordinary course of business of the holder;
o the holder is not participating, does not intend to participate,
and has no arrangement or understanding with any person to
participate, in the distribution of the exchange notes; and
o the holder is not an "affiliate" of ours within the meaning of Rule
405 of the Securities Act.
Each broker-dealer that receives exchange notes for its own account in
exchange for old notes, where the broker-dealer acquired the old notes as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of the exchange
notes. For additional information, see the section "Plan of Distribution" in
this prospectus.
Terms and Conditions of the Letter of Transmittal
The letter of transmittal contains, among other things, the following
terms and conditions, which are part of the exchange offer.
The party tendering old notes for exchange exchanges, assigns and
transfers the old notes to us and irrevocably constitutes and appoints the
exchange agent as the party's agent and attorney-in-fact to cause the old notes
to be assigned, transferred and exchanged. We refer to the party tendering notes
herein as the "transferor." The transferor represents and warrants that the
transferor has full power and authority to tender, exchange, assign and transfer
the old notes and to acquire exchange notes issuable upon the exchange of the
tendered old notes, and that, when the same are accepted for exchange, we will
acquire good and unencumbered title to the tendered old notes, free and clear of
all liens, restrictions, charges and encumbrances and not subject to any adverse
claim. The transferor also warrants that the transferor will, upon request,
execute and deliver any additional documents deemed by the exchange agent or us
to be necessary or desirable to complete the exchange, assignment and transfer
of tendered old notes or transfer ownership of the old notes on the account
books maintained by a book-entry transfer facility. The transferor further
agrees that acceptance of any tendered old notes by us and the issuance of
exchange notes in exchange for old notes will constitute performance in full by
us of various of our obligations under the registration rights agreement. All
authority conferred by the transferor will survive the death or incapacity of
the transferor and every obligation of the transferor will be binding upon the
heirs, legal representatives, successors, assigns, executors and administrators
of the transferor.
The transferor certifies that the transferor: is not an "affiliate" of
ours within the meaning of Rule 405 under the Securities Act; is acquiring the
exchange notes offered hereby in the ordinary course of the transferor's
business; and has no arrangement with any person to participate in the
distribution of the exchange notes.
Each holder, other than a broker-dealer, must acknowledge that the
holder is not engaged in, and does not intend to engage in, a distribution of
the exchange notes. Each transferor which is a broker-dealer receiving the
exchange notes for its own account must acknowledge that it will deliver a
prospectus in connection with any resale of the exchange notes. By so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
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Withdrawal Rights
Tenders of old notes may be withdrawn at any time before 5:00 p.m. New
York City time, on the expiration date.
For a withdrawal to be effective, a written notice of withdrawal sent
by telex, facsimile transmission, or letter must be received by the exchange
agent at the address set forth in this prospectus before 5:00 p.m. New York City
time, on the expiration date. Any notice of withdrawal must:
o specify the name of the person having tendered the old notes to be
withdrawn;
o identify the old notes to be withdrawn, including the certificate
number or numbers and principal amount of such old notes;
o include a statement that the holder is withdrawing the holder's
election to have the old notes exchanged;
o be signed by the holder in the same manner as the original
signature on the letter of transmittal by which the old notes were
tendered or as otherwise described above, including any required
signature guarantees, or be accompanied by documents of transfer
sufficient to have the trustee under the indenture register the
transfer of the old notes into the name of the person withdrawing
the tender; and
o specify the name in which any such old notes are to be registered,
if different from that of the person who tendered the old notes.
The exchange agent will return the properly withdrawn old notes
promptly following receipt of the notice of withdrawal. If old notes have been
tendered pursuant to the procedure for book-entry transfer, any notice of
withdrawal must specify the name and number of the account at the book-entry
transfer facility to be credited with the withdrawn old notes or otherwise
comply with the book-entry transfer facility procedure. All questions as to the
validity of notices of withdrawals, including time of receipt, will be
determined by us and our determination will be final and binding on all parties.
Any old notes so withdrawn will be deemed not to have been validly
tendered for exchange for purposes of the exchange offer. Any old notes which
have been tendered for exchange but which are not exchanged for any reason will
be returned to the holder without cost to the holder. In the case of old notes
tendered by book-entry transfer into the exchange agent's account at the
book-entry transfer facility pursuant to the book-entry transfer procedures
described above, the old notes will be credited to an account with the
book-entry transfer facility specified by the holder. In either case, the old
notes will be returned as soon as practicable after withdrawal, rejection of
tender or termination of the exchange offer. Properly withdrawn old notes may be
retendered by following one of the procedures described in this section under
the subheading "Procedures for Tendering Old Notes" at any time before the
expiration date.
Acceptance of Old Notes for Exchange; Delivery of Exchange Notes
Upon satisfaction or waiver of all of the conditions to the exchange
offer, we will accept, on the expiration date, all old notes properly tendered
and not validly withdrawn and will issue or cause to be issued the exchange
notes promptly after such acceptance. See the discussion in this section under
the subheading "Certain Conditions to the Exchange Offer" for more detailed
information. For purposes of the exchange offer, we will be deemed to have
accepted properly tendered old notes for exchange when, and if, we have given
oral or written notice of our acceptance to the exchange agent.
For each old note accepted for exchange, the holder of the old note
will receive an exchange note having a principal amount equal to that of the
surrendered old note.
In all cases, issuance of exchange notes for old notes that are
accepted for exchange pursuant to the exchange offer will be made only after:
o timely receipt by the exchange agent of certificates for the old
notes or a timely book-entry confirmation of the old notes into the
exchange agent's account at the book-entry transfer facility;
o a properly completed and duly executed letter of transmittal, or a
properly transmitted agent's message; and
o timely receipt by the exchange agent of all other required
documents.
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If any tendered old notes are not accepted for any reason described in
the terms and conditions of the exchange offer or if old notes are submitted for
a greater principal amount than the holder desires to exchange, the unaccepted
or nonexchanged old notes will be returned without expense to the tendering
holder of the old notes. In the case of old notes tendered by book-entry
transfer into the exchange agent's account at the book-entry transfer facility
pursuant to the book-entry transfer procedures described above, the
non-exchanged old notes will be credited to an account maintained with the
book-entry transfer facility. In either case, the old notes will be returned as
promptly as practicable after the expiration of the exchange offer.
Certain Conditions to the Exchange Offer
Notwithstanding any other provision of the exchange offer, or any
extension of the exchange offer, we will not be required to accept for exchange,
or to issue exchange notes in exchange for, any old notes and may terminate or
amend the exchange offer, by oral or written notice to the exchange agent or by
a timely press release, if at any time before the acceptance of the old notes
for exchange or the exchange of the exchange notes for such old notes, any of
the following conditions exist:
o any action or proceeding is instituted or threatened in any court
or by or before any governmental agency with respect to the
exchange offer which, in our judgment would reasonably be expected
to impair our ability to proceed with the exchange offer; or
o the exchange offer, or the making of any exchange by a holder,
violates applicable law or any applicable interpretation of the
staff of the Commission.
Regardless of whether any of the conditions has occurred, we may amend
the exchange offer in any manner which, in our good faith judgment, is
advantageous to holders of the old notes.
The conditions described above are for our sole benefit and may be
asserted by us regardless of the circumstances giving rise to the condition or
we may waive any condition in whole or in part at any time and from time to time
in our sole discretion. Our failure at any time to exercise any of the rights
described above will not be deemed a waiver of the right and each right will be
deemed an ongoing right which we may assert at any time and from time to time.
If we waive or amend the conditions above, we will, if required by law,
extend the exchange offer for a minimum of five business days from the date that
we first give notice, by public announcement or otherwise, of the waiver or
amendment, if the exchange offer would otherwise expire within the five
business-day period. Any determination by us concerning the events described
above will be final and binding upon all parties.
The exchange offer is not conditioned upon any minimum principal amount
of old notes being tendered.
Exchange Agent
Bank One Trust Company, National Association has been appointed as the
exchange agent for the exchange offer. All executed letters of transmittal
should be directed to the exchange agent at one of the addresses set forth
below:
By Registered or Facsimile Transactions: By Hand or Overnight Delivery:
Certified Mail: (Eligible Institutions Only)
(614) 248-9987
Bank One Trust Company, N.A. Bank One Trust Company, N.A.
1111 Polaris Parkway To Confirm by Telephone 1111 Polaris Parkway
Suite N1-0H1-0184 or for Information Call: Suite N1-0H1-0184
Columbus, Ohio 43240 (800) 346-5153 Columbus, Ohio 43240
Attn: Exchanges Attn: Exchanges
You should direct questions, requests for assistance, requests for
additional copies of this prospectus or of the letter of transmittal and
requests for notices of guaranteed delivery to the exchange agent at the address
and telephone number set forth in the letter of transmittal.
Delivery to an address other than as set forth on the letter of
transmittal, or transmissions of instructions via a facsimile number other than
the one set forth on the letter of transmittal, will not constitute a valid
delivery.
Solicitation of Tenders; Fees and Expenses
We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or others soliciting
acceptances of the exchange offer. We, however, will pay the exchange agent
reasonable and customary fees for its services and will reimburse it for its
reasonable out-of-pocket expenses in connection therewith. We will also pay
27
brokerage houses and other custodians, nominees and fiduciaries the reasonable
out-of-pocket expenses incurred by them in forwarding copies of this and other
related documents to the beneficial owners of the old notes and in handling or
forwarding tenders for their customers.
We will pay the estimated cash expenses to be incurred in connection
with the exchange offer. We estimate the expenses to be approximately $250,000,
which includes fees and expenses of the exchange agent and trustee, registration
fees, and accounting, legal, printing and related fees and expenses.
No person has been authorized to give any information or to make any
representations in connection with the exchange offer other than those contained
in this prospectus. If given or made, such information or representations should
not be relied upon as having been authorized by us. Neither the delivery of this
prospectus nor any exchange made pursuant to this prospectus, under any
circumstances, creates any implication that there has been no change in our
affairs since the respective dates as of which information is given in this
prospectus. The exchange offer is not being made to, and tenders will not be
accepted from or on behalf of, holders of old notes in any jurisdiction in which
the making of the exchange offer or the acceptance of the exchange offer would
not be in compliance with the laws of the jurisdiction. However, we may, at our
discretion, take such action as we may deem necessary to make the exchange offer
in the jurisdiction and extend the exchange offer to holders of old notes in the
jurisdiction. In any jurisdiction the securities laws or blue sky laws of which
require the exchange offer to be made by a licensed broker or dealer, the
exchange offer is being made on our behalf by one or more registered brokers or
dealers which are licensed under the laws of the jurisdiction.
Transfer Taxes
We will pay all transfer taxes, if any, applicable to the exchange of
old notes pursuant to the exchange offer. However, the transfer taxes will be
payable by the tendering holder if:
o certificates representing exchange notes or old notes for principal
amounts not tendered or accepted for exchange are to be delivered
to, or are to be issued in the name of, any person other than the
registered holder of the old notes tendered; or
o tendered old notes are registered in the name of any person other
than the person signing the letter of transmittal; or
o a transfer tax is imposed for any reason other than the exchange of
old notes pursuant to the exchange offer.
We will bill the amount of the transfer taxes directly to the tendering
holder if satisfactory evidence of payment of the taxes or exemption therefrom
is not submitted with the letter of transmittal.
Accounting Treatment
For accounting purposes, we will not recognize gain or loss upon the
exchange of the exchange notes for old notes. We will amortize costs incurred in
connection with the issuance of the exchange notes over the term of the exchange
notes.
Consequences of Failure To Exchange
Holders of old notes who do not exchange their old notes for exchange
notes pursuant to the exchange offer will continue to be subject to the
restrictions on transfer of the old notes as described in the legend on the old
notes. Old notes not exchanged pursuant to the exchange offer will continue to
remain outstanding in accordance with their terms. In general, the old notes may
not be offered or sold unless registered under the Securities Act, except
pursuant to an exemption from, or in a transaction not subject to, the
Securities Act and applicable state securities laws. We do not currently
anticipate that we will register the old notes under the Securities Act.
Participation in the exchange offer is voluntary, and holders of old
notes should carefully consider whether to participate. Holders of old notes are
urged to consult their financial and tax advisors in making their own decision
on what action to take.
As a result of the making of, and upon acceptance for exchange of all
validly tendered old notes pursuant to the terms of, this exchange offer, we
will have fulfilled a covenant contained in the registration rights agreement.
Holders of old notes who do not tender their old notes in the exchange offer
will continue to hold the old notes and will be entitled to all the rights and
subject to all the limitations applicable to the old notes under the indenture,
except for any rights under the registration rights agreement that by their
28
terms terminate or cease to have further effectiveness as a result of the making
of this exchange offer. All untendered old notes will continue to be subject to
the restrictions on transfer described in the indenture. To the extent that old
notes are tendered and accepted in the exchange offer, the trading market for
untendered old notes could be adversely affected.
We may in the future seek to acquire, subject to the terms of the
indenture, untendered old notes in open market or privately negotiated
transactions, through subsequent exchange offers or otherwise. We have no
present plan to acquire any old notes which are not tendered in the exchange
offer.
Resale of Exchange Notes
We are making the exchange offer in reliance on the position of the
staff of the Commission as set forth in interpretive letters addressed to third
parties in other transactions. However, we have not sought our own interpretive
letter and we can provide no assurance that the staff would make a similar
determination with respect to the exchange offer as it has in such interpretive
letters to third parties. Based on these interpretations by the staff, we
believe that the exchange notes issued pursuant to the exchange offer in
exchange for old notes may be offered for resale, resold and otherwise
transferred by a holder, other than any holder who is a broker-dealer or an
"affiliate" of ours within the meaning of Rule 405 of the Securities Act,
without further compliance with the registration and prospectus delivery
requirements of the Securities Act, provided that:
o the exchange notes are acquired in the ordinary course of the
holder's business; and
o the holder is not participating, and has no arrangement or
understanding with any person to participate, in a distribution of
the exchange notes.
However, any holder who:
o is an "affiliate" of ours;
o has an arrangement or understanding with respect to the
distribution of the exchange notes to be acquired pursuant to the
exchange offer; or
o is a broker-dealer who purchased old notes from us to resell
pursuant to Rule 144A or any other available exemption under the
Securities Act,
cannot rely on the applicable interpretations of the staff and must comply with
the registration and prospectus delivery requirements of the Securities Act. A
broker-dealer who holds old notes that were acquired for its own account as a
result of market-making or other trading activities may be deemed to be an
"underwriter" within the meaning of the Securities Act and must, therefore,
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of exchange notes. Each such broker-dealer that
receives exchange notes for its own account in exchange for old notes, where the
broker-dealer acquired the old notes as a result of market-making activities or
other trading activities, must acknowledge, as provided in the letter of
transmittal, that it will deliver a prospectus in connection with any resale of
such exchange notes. For more detailed information, see the section "Plan of
Distribution" in this prospectus.
Shelf Registration Statement
If:
o any changes in law or the applicable interpretations of the staff
of the Commission do not permit us to effect the exchange offer; or
o for any reason the exchange offer registration statement is not
declared effective within 235 days following the date of original
issuance of the old notes or the exchange offer, is not consummated
within 35 days after the exchange offer registration statement is
declared effective; or
o any holder of the old notes, other than the initial purchasers, is
not eligible to participate in the exchange offer or elects to
participate in the exchange offer but does not receive freely
transferable exchange notes; or
o any initial purchaser so requests under specified circumstances; or
o in the judgment of the holders of a majority of the old notes, the
interests of the holders of the old notes, taken as a whole, would
be materially adversely affected by consummation of the exchange
offer,
29
we will, at our cost:
o file a shelf registration statement with the Commission no later
than (a) the 235th day after the date of original issuance of the
old notes or (b) the 35th day after such filing obligation arises,
whichever is later;
o use our best efforts to cause the shelf registration statement to
be declared effective by the Commission as promptly as practicable,
but in no event later than the 270th day after the date of original
issuance of the old notes (or 30 days after request by any initial
purchaser); and
o use our best efforts to keep the shelf registration statement
continuously effective for a period of two years after the latest
date on which old notes were originally issued or, if earlier,
until all the Registrable Notes (as defined below) covered by the
shelf registration statement are sold thereunder or cease to be
Registrable Notes.
We will, in the event of the filing of a shelf registration statement,
provide to each holder of the old notes copies of the prospectus which is a part
of the shelf registration statement, notify each holder when the shelf
registration statement for the old notes has become effective and take other
actions as are required to permit unrestricted resales of the old notes. A
holder of old notes that sells the old notes pursuant to the shelf registration
statement generally:
o will be required to be named as a selling securityholder in the
related prospectus and to deliver a prospectus to purchasers;
o will be subject to some of the civil liability provisions under the
Securities Act in connection with the sales; and
o will be bound by the provisions of the registration rights
agreement which are applicable to the holder, including certain
indemnification obligations.
Additional Interest
The registration rights agreement states that if a Registration Default
(as defined below) occurs, then Toll Brothers Finance Corp. will be required to
pay additional interest to each holder of Registrable Notes. During the first
90-day period that a Registration Default occurs and is continuing, Toll
Brothers Finance Corp. will pay additional interest on the Registrable Notes at
a rate of 0.25% per year. If a Registration Default shall occur and be
continuing for a period of more than 90 days, then the amount of additional
interest Toll Brothers Finance Corp. will be required to pay on the Registrable
Notes will increase, effective from and after the 91st day in such period, by an
additional 0.25% per year until all Registration Defaults have been cured.
However, in no event will the rate of additional interest exceed 0.50% per year.
Such additional interest will accrue only for those days that a Registration
Default occurs and is continuing. All accrued additional interest will be paid
to the holders of the old notes in the same manner as interest payments on the
Registrable Notes, with payments being made on the interest payment dates for
old notes. Following the cure of all Registration Defaults, no more additional
interest will accrue unless a subsequent Registration Default occurs. Additional
interest will not be payable on any old notes other than Registrable Notes.
You will not be entitled to receive any additional interest on any
Registrable Notes if you were, at any time while the exchange offer was pending,
eligible to exchange, and did not validly tender, such Registrable Notes for
exchange notes in the exchange offer.
A "Registration Default" shall occur if:
o we fail to file any of the registration statements required by the
registration rights agreement on or before the date specified for
such filing; or
o any of such registration statements is not declared effective by
the Commission on or before the date specified for such
effectiveness; or
o we fail to complete the exchange offer on or before the date
specified for such completion; or
o the shelf registration statement is declared effective but
thereafter ceases to be effective or usable in connection with
resales of the old notes during the period specified in the
registration rights agreement, except as a result of the exercise
by us of our right to suspend use of the shelf registration
statement and the related prospectus as described under "Shelf
Registration" above.
30
"Registrable Notes" means the old notes, provided, however, that any
old notes shall cease to be Registrable Notes when (1) a registration statement
with respect to such old notes shall have been declared effective under the
Securities Act and such old notes shall have been disposed of pursuant to the
registration statement, (2) such old notes shall have been sold to the public
pursuant to Rule 144(k) (or any similar provision then in force, but not Rule
144A) under the Securities Act, (3) such old notes shall have ceased to be
outstanding or (4) such old notes have been exchanged for exchange notes which
have been registered pursuant to the exchange offer registration statement upon
consummation of the exchange offer subject, in the case of this clause (4), to
certain exceptions.
DESCRIPTION OF EXCHANGE NOTES
General
The exchange notes will be issued under an indenture dated as of
November 22, 2002 (the "Base Indenture"), among Toll Brothers Finance Corp., as
issuer, the guarantors named therein, including Toll Brothers, Inc.
(collectively, the "Guarantors"), and Bank One Trust Company, National
Association, as trustee (the "Trustee"). A copy of the Base Indenture and the
authorizing resolutions related thereto (together with the Base Indenture, the
"Indenture") have been filed as exhibits to the registration statement which
includes this prospectus. The terms of the exchange notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act.
We have summarized selected provisions of the Indenture below. The
summary is not complete. Copies of the Indenture are available upon request made
to us. You should read the Indenture for provisions that may be important to
you. A summary of some of the defined terms used in the Indenture is provided
below under "Definitions." Reference is made to the Indenture for the full
definition of all these terms, as well as any other capitalized terms used in
this prospectus for which no definition is provided.
As used in this "Description of Exchange Notes" section, all references
to "we," "us," "our" and all similar references are to Toll Brothers Finance
Corp.
Principal, Maturity and Interest
The Indenture will not limit the amount of senior debt securities that
we may issue under the Indenture. We may issue senior debt securities under the
Indenture from time to time in one or more series. The old notes and the
exchange notes will constitute a single series of debt securities under the
Indenture and will vote together as a single series of senior debt securities
under the Indenture and will vote together as a single class for purposes of
determining whether holders of the requisite percentage in principal amount
thereof have taken actions or exercised rights they are entitled to take or
exercise under the Indenture.
The exchange notes will be unsecured and unsubordinated obligations of
Toll Brothers Finance Corp. and will rank equally and ratably with its other
unsecured and unsubordinated indebtedness. At January 31, 2003, Toll Brothers
Finance Corp. had $300 million aggregate principal amount of such unsecured and
unsubordinated indebtedness outstanding, such indebtedness consisting of the
$300 million aggregate principal amount of old notes.
Toll Brothers, Inc. conducts its operations through its subsidiaries
and therefore it is primarily dependent on the earnings and cash flows of its
subsidiaries to meet its debt service obligations.
Any right Toll Brothers Finance Corp., Toll Brothers, Inc. or Toll
Brothers, Inc.'s creditors have to participate in the assets of any of Toll
Brothers, Inc.'s subsidiaries upon any liquidation or reorganization of any such
subsidiary will be subject to the prior claims of that subsidiary's creditors,
including trade creditors. Accordingly, the exchange notes will also be
effectively subordinated to the creditors of Toll Brothers, Inc.'s subsidiaries.
The exchange notes will, however, have the benefit of the guarantees from
Guarantors (each, a "Guarantee" and collectively, the "Guarantees"), which
include Toll Brothers, Inc. and Toll Brothers, Inc.'s subsidiaries that
guarantee the Bank Credit Facilities. Each Guarantee from a Guarantor, however,
is unsecured and, accordingly, will be effectively subordinated to the secured
debt of that Guarantor. At January 31, 2003, the Guarantors had approximately
$32.4 million aggregate principal amount of such Guarantor secured indebtedness
for borrowed money outstanding, primarily related to non-recourse indebtedness.
Toll Brothers, Inc.'s subsidiaries are separate and distinct legal entities and
have no obligation, contingent or otherwise, to pay any amounts due pursuant to
the exchange notes or to make any funds available therefor, whether by
dividends, loans or other payments, other than if and as expressly provided in
the Guarantees. The payment of dividends and the making of loans and advances to
Toll Brothers, Inc. by its subsidiaries are subject to contractual, statutory or
regulatory restrictions, are contingent upon the earnings of those subsidiaries
and are subject to various business considerations.
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The exchange notes will mature on November 15, 2012. Interest on the
exchange notes will accrue at a rate of 6.875% per annum, will be computed on
the basis of a 360-day year of twelve 30-day months and will be payable
semi-annually in arrears on each May 15 and November 15 (each an "Interest
Payment Date"), commencing May 15, 2003. Interest will accrue from November 22,
2002, the date of issuance of the old notes, or, if interest has already been
paid, from the date it was most recently paid. Toll Brothers Finance Corp. will
pay interest to the persons in whose names the exchange notes are registered at
the close of business on November 1 or May 1, as the case may be, before any
Interest Payment Date.
We expect that payments of principal, premium, if any, and interest to
owners of beneficial interests in global notes will be made in accordance with
the procedures of The Depository Trust Company ("DTC") and its participants in
effect from time to time. DTC will act as the depositary for the global notes.
The exchange notes will not be entitled to the benefit of any sinking
fund or mandatory redemption provisions.
The exchange notes will be issued only in fully registered form without
coupons, in denominations of $1,000 and multiples thereof. The exchange notes
will initially be represented by one or more global notes in book-entry form.
See "Global Notes and Book Entry System."
The principal of, premium, if any, and interest on the exchange notes
will be payable, and, subject to the restrictions on transfer described herein.
The exchange notes may be surrendered for registration of transfer or exchange,
at the office or agency maintained by us for that purpose in the Borough of
Manhattan, The City of New York; provided that payments of interest may be made
at our option by check mailed to the address of the persons entitled thereto or
by transfer to an account maintained by the payee with a bank located in the
United States. The office or agency initially maintained by us for the foregoing
purposes shall be the office of the Trustee. No service charge will be made for
any registration of transfer or exchange of the exchange notes, but we may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
If any Interest Payment Date or maturity date of any of the exchange
notes is not a business day at any place of payment, then payment of principal,
premium, if any, and interest need not be made at such place of payment on that
date but may be made on the next succeeding business day at that place of
payment, and no interest will accrue on the amount payable for the period from
and after such Interest Payment Date or maturity date, as the case may be.
The Indenture does not limit the amount of indebtedness that Toll
Brothers Finance Corp., Toll Brothers, Inc. or Toll Brothers, Inc.'s
subsidiaries may issue. The Indenture does not contain covenants or other
provisions designed to afford holders of the exchange notes protection in the
event of a highly leveraged transaction, change in credit rating or other
similar occurrence.
We expect that interests in the global notes will trade in DTC's
Same-Day Funds Settlement System and secondary market trading activity in these
interests will therefore be required by DTC to settle in immediately available
funds.
The exchange notes are expected to be listed on the New York Stock
Exchange. However, there can be no assurance as to the development or liquidity
of any trading market for the exchange notes. If a trading market does not
develop or is not maintained, you may experience difficulty in reselling
exchange notes, or you may be unable to sell them at all. If a public trading
market develops for the exchange notes, it may not be liquid and it may be
discontinued at any time. Moreover, future trading prices of the exchange notes
would depend on many factors, including, among others, prevailing interest
rates, our operating results and the market for similar securities. Depending on
prevailing interest rates, our financial condition, the market for similar
securities and other factors, the exchange notes could trade at a discount from
their principal amount.
Guarantees
Payment of principal, premium, if any, and interest on the exchange
notes will be fully and unconditionally guaranteed, jointly and severally, on a
senior basis by each of the Guarantors. Each Guarantee will be a full and
unconditional unsecured senior obligation of the Guarantor issuing such
Guarantee, ranking equal in right of payment with all existing and future debt
of the Guarantor that is pari passu with the Guarantee.
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The Indenture provides that, in the event any Guarantee would
constitute or result in a violation of any applicable fraudulent conveyance or
similar law of any relevant jurisdiction, the liability of the Guarantor under
such Guarantee will be reduced to the maximum amount, after giving effect to all
other contingent and other liabilities of such Guarantor, permissible under the
applicable fraudulent conveyance or similar law.
The Indenture provides that any subsidiary of Toll Brothers, Inc. that
provides a guarantee of the Bank Credit Facilities will guarantee the exchange
notes. The Indenture further provides that any Guarantor other than Toll
Brothers, Inc. may be released from its Guarantee so long as (1) no default or
Event of Default exists or would result from release of such Guarantee, (2) the
Guarantor being released has Consolidated Net Worth of less than 5% of Toll
Brothers, Inc.'s Consolidated Net Worth as of the end of the most recent fiscal
quarter, (3) the Guarantors released from their Guarantees in any fiscal year
comprised in the aggregate less than 10% (or 15% if and to the extent necessary
to permit the cure of a default) of Toll Brothers, Inc.'s Consolidated Net Worth
as of the end of the most recent fiscal quarter, (4) such release would not have
a material adverse effect on the homebuilding business of Toll Brothers, Inc.
and its subsidiaries and (5) the Guarantor is released from its guaranty(ees)
under the Bank Credit Facilities. If there are no guarantors under the Bank
Credit Facilities, Guarantors under the Indenture, other than Toll Brothers,
Inc., will be released from their Guarantees.
Optional Redemption
We may, at our option, redeem the exchange notes in whole at any time
or in part from time to time, on at least 30 but not more than 60 days' prior
notice, at a redemption price equal to the greater of:
o 100% of their principal amount, and
o the present value of the Remaining Scheduled Payments (as defined
below) on the exchange notes being redeemed on the redemption date,
discounted to the date of redemption, on a semiannual basis, at the
Treasury Rate plus 45 basis points (0.45%).
We will also accrue interest on the exchange notes to the date of
redemption. In determining the redemption price and accrued interest, interest
will be calculated on the basis of a 360-day year consisting of twelve 30-day
months.
If money sufficient to pay the redemption price of and accrued interest
on the exchange notes to be redeemed is deposited with the Trustee on or before
the redemption date, on and after the redemption date interest will cease to
accrue on the exchange notes (or such portions thereof) called for redemption
and such exchange notes will cease to be outstanding.
"Comparable Treasury Issue" means, with respect to the exchange notes,
the United States Treasury security selected by the Reference Treasury Dealer as
having a maturity comparable to the remaining term of the exchange notes to be
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of such exchange notes.
"Comparable Treasury Price" means, with respect to any redemption date,
(1) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (2) if such release (or any successor release) is not
published or does not contain such price on such business day, (A) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.
"Reference Treasury Dealer" means (A) Banc of America Securities LLC,
Salomon Smith Barney Inc. or one of the other initial purchasers (or their
respective affiliates which are Primary Treasury Dealers), and their respective
successors; provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), we will substitute therefor another Primary Treasury Dealer; and (B)
any other Primary Treasury Dealer(s) selected by us.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.
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"Remaining Scheduled Payments" means, with respect to any exchange
notes, the remaining scheduled payments of the principal thereof to be redeemed
and interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if such redemption date is not an
interest payment date with respect to such exchange note, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
Certain Covenants
Restrictions on Secured Debt. The Indenture provides that Toll Brothers
Finance Corp. and Toll Brothers, Inc. will not, and will not cause or permit a
Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt
unless the exchange notes will be secured equally and ratably with (or prior to)
such Secured Debt, with certain exceptions. This restriction does not prohibit
the creation, incurrence, assumption or guarantee of Secured Debt which is
secured by:
(1) Security Interests in model homes, homes held for sale, homes
that are under contract for sale, contracts for the sale of homes, land
(improved or unimproved), manufacturing plants, warehouses or office
buildings and fixtures and equipment located thereat or thereon;
(2) Security Interests in property at the time of its acquisition by
Toll Brothers Finance Corp., Toll Brothers, Inc. or a Restricted
Subsidiary, including Capitalized Lease Obligations, which Security
Interests secure obligations assumed by Toll Brothers Finance Corp.,
Toll Brothers, Inc. or a Restricted Subsidiary, or in the property of a
corporation or other entity at the time it is merged into or
consolidated with Toll Brothers Finance Corp., Toll Brothers, Inc. or a
Restricted Subsidiary (other than Secured Debt created in contemplation
of the acquisition of such property or the consummation of such a
merger or where the Security Interest attaches to or affects the
property of Toll Brothers Finance Corp., Toll Brothers, Inc. or a
Restricted Subsidiary prior to such transaction);
(3) Security Interests arising from conditional sales agreements or
title retention agreements with respect to property acquired by Toll
Brothers Finance Corp., Toll Brothers, Inc. or a Restricted Subsidiary;
(4) Security Interests incurred in connection with pollution
control, industrial revenue, water, sewage or any similar item; and
(5) Security Interests securing Indebtedness of a Restricted
Subsidiary owing to Toll Brothers Finance Corp., Toll Brothers, Inc. or
to another Restricted Subsidiary that is wholly-owned (directly or
indirectly) by Toll Brothers, Inc. or Security Interests securing Toll
Brothers Financing Corp.'s Indebtedness owing to a Guarantor.
Additionally, such permitted Secured Debt includes any amendment,
restatement, supplement, renewal, replacement, extension or refunding, in whole
or in part, of Secured Debt permitted at the time of the original incurrence
thereof.
In addition, Toll Brothers Finance Corp. and the Guarantors may create,
incur, assume or guarantee Secured Debt, without equally and ratably securing
the exchange notes, if immediately thereafter the sum of (1) the aggregate
principal amount of all Secured Debt outstanding (excluding Secured Debt
permitted under clauses (1) through (5) above and any Secured Debt in relation
to which the exchange notes have been equally and ratably secured) and (2) all
Attributable Debt (as defined below) in respect of Sale and Lease-back
Transactions (excluding Attributable Debt (as defined below) in respect of Sale
and Lease-back Transactions (as defined below) as to which the provisions of
clauses (1) through (3) described under "Restrictions on Sale and Lease-back
Transactions" have been complied with) as of the date of determination would not
exceed 20% of Consolidated Net Tangible Assets (as defined below).
The provisions described above with respect to limitations on Secured
Debt are not applicable to Non-Recourse Indebtedness (as defined below) by
virtue of the definition of Secured Debt, and will not restrict or limit Toll
Brothers Finance Corp.'s or the Guarantors' ability to create, incur, assume or
guarantee any unsecured Indebtedness, or of any subsidiary which is not a
Restricted Subsidiary to create, incur, assume or guarantee any secured or
unsecured Indebtedness.
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Restrictions on Sale and Lease-back Transactions. The Indenture
provides that Toll Brothers Finance Corp. and Toll Brothers, Inc. will not, and
will not permit any Restricted Subsidiary to, enter into any Sale and Lease-back
Transaction, unless:
(1) notice is promptly given to the Trustee of the Sale and
Lease-back Transaction;
(2) fair value is received by Toll Brothers Finance Corp., Toll
Brothers, Inc. or the relevant Restricted Subsidiary for the property
sold (as determined in good faith by Toll Brothers, Inc. communicated
in writing to the Trustee); and
(3) Toll Brothers Finance Corp., Toll Brothers, Inc. or a Restricted
Subsidiary, within 365 days after the completion of the Sale and
Lease-back Transaction, applies, or enters into a definitive agreement
to apply within such 365-day period, an amount equal to the net
proceeds of such Sale and Lease-back Transaction:
o to the redemption, repayment or retirement of (a) senior notes
of any series under the Indenture (including the cancellation
by the Trustee of any senior notes of any series delivered by
Toll Brothers Finance Corp. to the Trustee), (b) Indebtedness
of ours that ranks equally with the senior notes, or (c)
Indebtedness of any Guarantor that ranks equally with the
Guarantee of such Guarantor, and/or
o to the purchase by Toll Brothers Finance Corp., Toll Brothers,
Inc. or any Restricted Subsidiary of property used in their
respective trade or businesses.
This provision will not apply to a Sale and Lease-back Transaction that
relates to a sale of a property that occurs within 180 days from the later of
(x) the date of acquisition of the property by Toll Brothers Finance Corp., Toll
Brothers, Inc. or a Restricted Subsidiary, (y) the date of the completion of
construction of that property or (z) the date of commencement of full operations
on that property. In addition, Toll Brothers Finance Corp. and the Guarantors
may, without complying with the above restrictions, enter into a Sale and
Lease-back Transaction if immediately thereafter the sum of (1) the aggregate
principal amount of all Secured Debt outstanding (excluding Secured Debt
permitted under clauses (1) through (5) described in "Restrictions on Secured
Debt" above and any Secured Debt in relation to which the exchange notes have
been equally and ratably secured) and (2) all Attributable Debt in respect of
Sale and Lease-back Transactions (excluding Attributable Debt in respect of Sale
and Lease-back Transactions as to which the provisions of clauses (1) through
(3) above have been complied with) as of the date of determination would not
exceed 20% of Consolidated Net Tangible Assets.
Definitions
"Attributable Debt" means, in respect of a Sale and Lease-back
Transaction, the present value (discounted at the weighted average effective
interest cost per annum of the outstanding senior notes of all series,
compounded semiannually) of the obligation of the lessee for rental payments
during the remaining term of the lease included in such transaction, including
any period for which such lease has been extended or may, at the option of the
lessor, be extended or, if earlier, until the earliest date on which the lessee
may terminate such lease upon payment of a penalty (in which case the obligation
of the lessee for rental payments shall include such penalty), after excluding
all amounts required to be paid on account of maintenance and repairs,
insurance, taxes, assessments, water and utility rates and similar charges.
"Bank Credit Facilities" means the Revolving Bank Credit Facility and
the Bank Term Loan.
"Bank Term Loan" means the Term Loan agreement by and among First
Huntingdon Finance Corp., Toll Brothers, Inc. and the lenders that are parties
thereto, dated July 25, 2000, as amended, and any related documents (including,
without limitation, any guarantees or security documents), as such agreements
(and such related documents) may be amended, restated, supplemented, renewed,
replaced by the existing lenders or by successors or otherwise modified from
time to time, including any agreement(s) extending the maturity of or
refinancing or refunding all or any portion of the indebtedness or increasing
the amount to be borrowed under such agreements or any successor agreements(s),
whether or not by or among the same parties.
"Consolidated Net Tangible Assets" means the total amount of assets
which would be included on a combined balance sheet of us and the Guarantors
under accounting principles generally accepted in the United States (less
applicable reserves and other properly deductible items) after deducting
therefrom:
(1) all short-term liabilities, except for liabilities payable by
their terms more than one year from the date of determination (or
renewable or extendible at the option of the obligor for a period
ending more than one year after such date) and liabilities in respect
of retiree benefits other than pensions for which the Restricted
Subsidiaries are required to accrue pursuant to Statement of Financial
Accounting Standards No. 106;
35
(2) investments in subsidiaries that are not Restricted
Subsidiaries; and
(3) all goodwill, trade names, trademarks, patents, unamortized debt
discount, unamortized expense incurred in the issuance of debt and
other tangible assets.
"Consolidated Net Worth" of any person means the consolidated
stockholders' equity of the person determined in accordance with accounting
principles generally accepted in the United States.
"Indebtedness" means (1) any liability of any person (A) for borrowed
money, (B) evidenced by a bond, note, debenture or similar instrument (including
a purchase money obligation) given in connection with the acquisition of any
businesses, properties or assets of any kind (other than a trade payable or a
current liability arising in the ordinary course of business), (C) for the
payment of money relating to a Capitalized Lease Obligation or (D) for all
Redeemable Capital Stock valued at the greater of its voluntary or involuntary
liquidation preference plus accrued and unpaid dividends; (2) any liability of
others described in the preceding clause (1) that such person has guaranteed or
that is otherwise its legal liability; (3) all Indebtedness referred to in (but
not excluded from) clauses (1) and (2) above of other persons and all dividends
of other persons, the payment of which is secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Security Interest upon or in property (including, without limitation,
accounts and contract rights) owned by such person, even though such person has
not assumed or become liable for the payment of such Indebtedness; and (4) any
amendment, supplement, modification, deferral, renewal, extension or refunding
of any liability of the types referred to in clauses (1), (2) and (3) above.
"Non-Recourse Indebtedness" means Indebtedness or other obligations
secured by a lien on property to the extent that the liability for the
Indebtedness or other obligations is limited to the security of the property
without liability on the part of Toll Brothers, Inc., Toll Brothers Finance
Corp. or any Restricted Subsidiary (other than the Restricted Subsidiary which
holds title to the property) for any deficiency.
"Redeemable Capital Stock" means any capital stock of Toll Brothers
Finance Corp., Toll Brothers, Inc. or any Subsidiary of Toll Brothers, Inc.
that, either by its terms, by the terms of any security into which it is
convertible or exchangeable or otherwise, (1) is or upon the happening of an
event or passage of time would be required to be redeemed on or prior to the
final stated maturity of the notes or (2) is redeemable at the option of the
holder thereof at any time prior to such final stated maturity or (3) is
convertible into or exchangeable for debt securities at any time prior to such
final stated maturity.
"Restricted Subsidiary" means any Guarantor other than Toll Brothers,
Inc.
"Revolving Bank Credit Facility" means the Amended and Restated Credit
Agreement by and among First Huntingdon Finance Corp., Toll Brothers Inc. and
the lenders named therein dated May 18, 2001, as amended, and any related
documents (including, without limitation, any guarantees or security documents),
as such agreements (and such related documents) may be amended, restated,
supplemented, renewed, replaced by the existing lenders or by successors or
otherwise modified from time to time, including any agreement(s) extending the
maturity of or refinancing or refunding all or any portion of the indebtedness
or increasing the amount to be borrowed under such agreement(s) or any successor
agreement(s), whether or not by or among the same parties.
"Sale and Lease-back Transaction" means a sale or transfer made by Toll
Brothers Finance Corp., Toll Brothers, Inc. or a Restricted Subsidiary (except a
sale or transfer made to Toll Brothers Finance Corp., Toll Brothers, Inc. or
another Restricted Subsidiary) of any property which is either (1) a
manufacturing facility, office building or warehouse whose book value equals or
exceeds 1% of Consolidated Net Tangible Assets as of the date of determination
or (2) another property (not including a model home) which exceeds 5% of
Consolidated Net Tangible Assets as of the date of determination, if such sale
or transfer is made with the agreement, commitment or intention of leasing such
property to Toll Brothers Finance Corp., Toll Brothers, Inc. or a Restricted
Subsidiary for more than a three-year term.
"Secured Debt" means any Indebtedness which is secured by (1) a
Security Interest in any of the property of Toll Brothers Finance Corp., Toll
Brothers, Inc. or any Restricted Subsidiary or (2) a Security Interest in shares
of stock owned directly or indirectly by Toll Brothers Finance Corp., Toll
Brothers, Inc. or a Restricted Subsidiary in a corporation or in equity
interests owned by Toll Brothers Finance Corp., Toll Brothers, Inc. or a
Restricted Subsidiary in a partnership or other entity not organized as a
corporation or in Toll Brothers, Inc.'s rights or the rights of a Restricted
Subsidiary in respect of Indebtedness of a corporation, partnership or other
entity in which Toll Brothers Finance Corp., Toll Brothers, Inc. or a Restricted
Subsidiary has an equity interest; provided that "Secured Debt" shall not
36
include Non-Recourse Indebtedness, as such categories of assets are determined
in accordance with accounting principles generally accepted in the United
States. The securing in the foregoing manner of any such Indebtedness which
immediately prior thereto was not Secured Debt shall be deemed to be the
creation of Secured Debt at the time security is given.
"Security Interests" means any mortgage, pledge, lien, encumbrance or
other security interest which secures the payment or performance of an
obligation.
"Significant Subsidiary" means any Subsidiary (1) whose revenues exceed
10% of Toll Brothers, Inc.'s total revenues, in each case for the most recent
fiscal year, or (2) whose net worth exceeds 10% of Toll Brothers Inc.'s total
stockholders' equity, in each case as of the end of the most recent fiscal year.
"Subsidiary" means any person of which Toll Brothers, Inc., directly
and/or indirectly through one or more Subsidiaries, owns, at the time of
determination, more than 50% of the shares of Voting Stock.
"Voting Stock" means any class or classes of capital stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees of any person (irrespective of whether or not, at the time, stock of
any other class or classes shall have, or might have, voting power by reason of
the happening of any contingency).
Consolidation, Merger and Sale of Assets
Neither Toll Brothers Finance Corp. nor any of the Guarantors will
consolidate or merge into or sell, assign, transfer or lease all or
substantially all of its assets to another person unless:
(1) the person is a corporation, in the case of Toll Brothers
Finance Corp. or Toll Brothers, Inc., or any other legal entity in the
case of any other Guarantor, organized under the laws of the United
States of America or any state thereof,
(2) the person assumes by supplemental indenture all the obligations
of Toll Brothers Finance Corp. or such Guarantor, as the case may be,
relating to the exchange notes or, the Guarantee, as the case may be,
and the Indenture and shall also expressly assume by an amendment or
supplement executed and delivered to the Trustee, in form satisfactory
to the Trustee, all of Toll Brothers Finance Corp.'s and the
Guarantors', as the case may be, covenants and other obligations under
the Registration Rights Agreement; and
(3) immediately after the transaction no Event of Default exists;
provided that this clause (3) will not restrict or be applicable to a
consolidation, merger, sale, assignment, transfer or lease of a
Guarantor with, into or to Toll Brothers Finance Corp., Toll Brothers,
Inc. or another Subsidiary that is, or concurrently with the completion
of such consolidation, merger, sale, assignment, transfer, or lease
becomes, a Guarantor.
Upon any such consolidation, merger, sale, assignment or transfer, the
successor corporation will be substituted for Toll Brothers Finance Corp. or
such Guarantor (including any merger or consolidation described in the proviso
at the end of the immediately preceding clause (3), as applicable, under the
Indenture. The successor may then exercise every power and right of Toll
Brothers Finance Corp. or such Guarantor, as applicable, under the Indenture,
and Toll Brothers Finance Corp. or such Guarantor, as applicable, will be
released from all of its respective liabilities and obligations in respect of
the exchange notes or the Guarantee, as applicable, and the Indenture. If Toll
Brothers Finance Corp. or any Guarantor leases all or substantially all of its
assets, the lessee will be the successor to Toll Brothers Finance Corp. or such
Guarantor, as applicable, and may exercise every power and right of Toll
Brothers Finance Corp. or such Guarantor, as the case may be, under the
Indenture, but Toll Brothers Finance Corp. or such Guarantor, as the case may
be, will not be released from its respective obligations to pay the principal of
and premium, if any, and interest, if any, on the exchange notes.
Events of Default
An Event of Default with respect to the exchange notes is defined in
the Indenture as being, or having occurred in the event of:
(1) default for 30 days in the payment of any installment of
interest on the exchange notes;
(2) default in the payment of any principal of the exchange notes;
(3) default or breach by Toll Brothers Finance Corp., Toll Brothers,
Inc., or any Guarantor which is a Significant Subsidiary in the
performance of any of the agreements in the Indenture applicable to the
exchange notes (other than a default or breach specifically dealt with
elsewhere in the Indenture) which shall not have been remedied within a
37
period of 60 days after receipt of written notice by Toll Brothers
Finance Corp. and Toll Brothers, Inc. from the Trustee or by Toll
Brothers Finance Corp., Toll Brothers, Inc. and the Trustee from the
holders of not less than 25% in principal amount of the exchange notes
issued under the Indenture then outstanding;
(4) any default under an instrument evidencing or securing any of
Toll Brothers Finance Corp.'s Indebtedness or the Indebtedness of any
Guarantor (other than Non-Recourse Indebtedness) aggregating
$10,000,000 or more in aggregate principal amount, resulting in the
acceleration of such Indebtedness, or due to the failure to pay such
Indebtedness at maturity;
(5) the occurrence of an acceleration of, or a significant
modification of the terms (including without limitation the payment of
more than an insignificant amount of fees to the holders thereof) of
any of Toll Corp.'s 7 3/4% Senior Subordinated Notes due 2007, 8 1/8%
Senior Subordinated Notes due 2009, 8% Senior Subordinated Notes due
2009, 8 1/4% Senior Subordinated Notes due 2011 or 8.25% Senior
Subordinated Notes due 2011 (each of these series of subordinated notes
being referred to below as an "Outstanding Series"), provided that on
the date of the occurrence, the outstanding principal amount of at
least one Outstanding Series to which the occurrence relates exceeds
$5,000,000;
(6) any Guarantee in respect of the exchange notes by Toll Brothers,
Inc. or a Guarantor that is a Significant Subsidiary shall for any
reason cease to be, or be asserted in writing by Toll Brothers, Inc. or
such Guarantor or Toll Brothers Finance Corp. not to be, in full force
and effect and enforceable in accordance with its terms (other than by
reason of the termination of the Indenture or the release or discharge
of any such Guarantee in accordance with the terms of the Indenture);
provided, however, that if Toll Brothers, Inc. or Toll Brothers Finance
Corp. or such Guarantor asserts in writing that any such Guarantee is
not in full force and effect and enforceable in accordance with its
terms, such assertion shall not constitute an Event of Default for
purposes of this paragraph if (A) such written assertion is accompanied
by an opinion of counsel to the effect that, as a matter of law, the
defect or defects rendering such Guarantee unenforceable can be
remedied within 10 days of the date of such assertion, (B) Toll
Brothers, Inc. or Toll Brothers Finance Corp. or such Guarantor
delivers an officer's certificate to the effect that Toll Brothers,
Inc., Toll Brothers Finance Corp. or such Guarantor represents that
such defect or defects shall be so remedied within such 10-day period,
and (C) such defect or defects are in fact so remedied within such
10-day period; and
(7) certain events of bankruptcy, insolvency or reorganization
involving us, Toll Brothers, Inc. or any Significant Subsidiary.
We may cure any Event of Default that relates exclusively to a
Guarantor other than Toll Brothers, Inc. by releasing such Guarantor from its
Guarantee to the extent permitted by the provisions of the Indenture.
The Indenture provides that if an Event of Default (other than an Event
of Default described in clause (7) above) shall have occurred and be continuing,
either the Trustee or the holders of at least 25% in aggregate principal amount
of senior notes issued under the Indenture then outstanding may declare the
principal amount of all the senior notes and interest, if any, accrued thereon
to be due and payable immediately, but upon certain conditions such declaration
may be annulled and past defaults (except, unless cured, a default in payment of
principal of or interest on senior notes of that series) may be waived by the
holders of a majority in principal amount of the senior notes of that series
then outstanding. If an Event of Default described in clause (7) above occurs
and is continuing, then the principal amount of all the senior notes shall
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any holder.
The Indenture contains a provision entitling the Trustee, subject to
the duty of the Trustee during default to act with the required standard of
care, to be indemnified by the holders of the exchange notes before proceeding
to exercise any right or power under the Indenture at the request of the holders
of the exchange notes. The Indenture also provides that the holders of a
majority in principal amount of the outstanding exchange notes issued under the
Indenture may direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee.
No holder of senior notes will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless:
(1) the holder shall have previously given the Trustee written notice of an
Event of Default with respect to the senior notes, (2) the holders of at least
25% in aggregate principal amount of the senior notes issued under the Indenture
shall have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, (3) the Trustee shall have
failed to institute any such proceeding for 60 days after its receipt of such
notice and (4) no direction inconsistent with such written request has been
given to the Trustee during the 60-day period by the holders of a majority in
principal amount of the outstanding senior notes under the Indenture. However,
any right of a holder of senior notes to receive payment of the principal of and
any interest on the senior notes on or after the dates expressed in the senior
notes and to institute suit for the enforcement of any such payment on or after
such dates shall not be impaired or affected without the consent of such holder.
38
The Indenture contains a covenant that we will file annually with the
Trustee a certificate as to the absence of any default or specifying any default
that exists.
Modification and Waiver
We and the Trustee, with the consent of the holders of at least a
majority of the principal amount of the outstanding senior notes issued under
the Indenture, may execute supplemental indentures adding any provisions to or
changing or eliminating any of the provisions of the Indenture or modifying the
rights of the holders of the senior notes, except that no such supplemental
indenture may, without the consent of the holder of each outstanding security
affected by the supplemental indenture, among other things:
(1) change the final maturity of the senior notes, or reduce the
rate or extend the time of payment of interest on the senior notes, or
reduce the principal amount of the senior notes, or impair the right to
institute suit for payment of the senior notes;
(2) reduce the percentage of senior notes, the consent of the
holders of which is required for any such supplemental indenture, for
any waiver of compliance with certain provisions of the Indenture or
certain defaults under the Indenture and their consequences provided in
the Indenture;
(3) modify any of the provisions regarding the modification of the
Indenture, waivers of past defaults and waivers of certain covenants,
except to increase any percentage or to provide that certain other
provisions of the Indenture cannot be modified or waived without the
consent of the holder of each outstanding security affected thereby;
(4) alter the provisions (including related definitions) with
respect to redemption of senior notes;
(5) modify the ranking or priority of the senior notes in a manner
adverse to the holders of senior notes; or
(6) make any senior note payable at a place or in money other than
that stated in the senior note.
Neither our Board of Directors nor the Board of Directors of any
Guarantor has the power to waive any of the covenants of the Indenture including
those relating to consolidation, merger or sale of assets.
We and the Trustee may modify or amend provisions of the Indenture
without the consent of any holder for any of the following purposes:
(1) to evidence the succession of another person to us or any
Guarantor under the Indenture and the senior notes;
(2) to add to our covenants or the covenants of any Guarantor for
the benefit of the holders of the senior notes or to surrender any
right or power conferred upon us or such Guarantor by the Indenture;
(3) to add Events of Default for the benefit of the holders of the
senior notes;
(4) to change or eliminate any provisions of the Indenture, provided
that any such change or elimination shall become effective only when
there are no outstanding senior notes;
(5) to secure any senior notes under the Indenture;
(6) to establish the form or terms of the senior notes of any
series;
(7) to add Guarantors;
(8) to provide for the acceptance of appointment by a successor
Trustee or facilitate the administration of the trusts under the
Indenture by more than one Trustee;
(9) to close the Indenture to authentication and delivery of
additional series of senior notes;
(10) to supplement any of the provisions of the Indenture to the
extent necessary to permit or facilitate defeasance and discharge of
the senior notes, provided that such action shall not adversely affect
the interests of the holders of the senior notes;
(11) to remove a Guarantor in respect of any senior notes which, in
accordance with the terms of the Indenture, ceases to be liable in
respect of its Guarantee;
(12) to cure any ambiguity, omission, defect or inconsistency in the
Indenture, provided that such action does not adversely affect the
interests of holders of the senior notes; or
39
(13) to provide that specific provisions of the Indenture will not
apply to a series of securities not previously issued under the
indenture;
(14) to provide for uncertificated senior notes in addition to or in
place of certificated senior notes; and
(15) to make any other change that does not adversely affect the
interests of holders of the senior notes.
The holders of at least a majority in principal amount of the
outstanding senior notes may, on behalf of the holders of all senior notes,
waive any past default under the Indenture. However, they may not waive a
default (1) in the payment of the principal of (or premium, if any) or any
interest on any debt security or (2) in respect of a covenant or provision which
under the Indenture cannot be modified or amended without the consent of the
holder of each outstanding senior note.
Defeasance Provisions
Defeasance and Discharge. The Indenture provides that we will be
discharged from any and all obligations in respect of the senior notes of that
series (except for certain obligations to register the transfer or exchange of
senior notes, replace stolen, lost, destroyed or mutilated senior notes,
maintain offices or agencies and hold moneys for payment in trust) upon the
deposit with the Trustee, in trust, of money, government obligations or a
combination thereof which through the payment of interest and principal thereof
in accordance with their terms will provide money in an amount sufficient to pay
the principal of (and premium, if any) and interest on, and any mandatory
sinking fund payments in respect of, the senior notes of that series on the
stated maturity date of the payments in accordance with the terms of the
Indenture and the senior notes. This type of discharge may only occur if there
has been a change in applicable federal law or we have received from, or there
has been published by, the United States Internal Revenue Service a ruling to
the effect that the holders of the senior notes of that series will not
recognize income, gain or loss for federal income tax purposes as a result of
that discharge and will be subject to federal income tax on the same amount, in
the same manner and at the same times as would have been the case if the
discharge had not occurred. In addition, this type of discharge may only occur
so long as no Event of Default or event which, with notice or lapse of time,
would become an Event of Default with respect to the senior notes of that series
has occurred and is continuing on the date cash and/or government securities are
deposited in trust and other conditions specified in the Indenture are
satisfied. The term "government obligations" means securities of the government
which issued the currency in which the senior notes of the series are
denominated or in which interest is payable or of government agencies backed by
the full faith and credit of that government.
Defeasance of Certain Covenants. The Indenture also provides that we
may omit to comply with the covenants described above under "Certain Covenants"
and "Consolidation, Merger and Sale of Assets" with respect to the senior notes
of that series if we comply with the following conditions. In order to exercise
this option, we will be required to deposit with the Trustee money, government
obligations or a combination thereof which through the payment of interest and
principal thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of (and premium, if any) and interest on, and
any mandatory sinking fund payments in respect of, the senior notes of that
series on the stated maturity date of the payments in accordance with the terms
of the Indenture and the senior notes. We will also be required to deliver to
the Trustee an opinion of counsel to the effect that the deposit and related
covenant defeasance will not cause the holders of the senior notes of that
series to recognize income, gain or loss for federal income tax purposes and
that those holders will be subject to federal income tax on the same amount, in
the same manner and at the same times as would have been the case if the deposit
and covenant defeasance had not occurred, and to satisfy other conditions
specified in the Indenture.
Covenant Defeasance and Events of Default. In the event we exercise our
option to effect covenant defeasance with respect to the senior notes of any
series and those senior notes are declared due and payable because of the
occurrence of any Event of Default, the amount of money and government
obligations on deposit with the Trustee will be sufficient to pay amounts due on
the senior notes of that series at the time of their stated maturity dates but
may not be sufficient to pay amounts due on the senior notes at the time of the
acceleration resulting from such Event of Default. However, we will remain
liable for such payments.
Regarding the Trustee
Bank One Trust Company, National Association will be the trustee under
the Indenture pursuant to which the exchange notes are to be issued. Bank One
Trust Company, National Association also is trustee under the indentures
pursuant to which Toll Corp.'s 7 3/4% Senior Subordinated Notes due 2007, 8 1/8%
Senior Subordinated Notes due 2009, 8% Senior Subordinated Notes due 2009, 8
1/4% Senior Subordinated Notes due 2011 and 8.25% Senior Subordinated Notes due
2011 were issued. Further, Banc One Capital Markets, Inc., an affiliate of the
Trustee, is a lender and Administrative Agent under our Bank Credit Facilities
and was an initial purchaser of the old notes.
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Global Notes and Book-Entry System
The Global Securities
The exchange notes will be issued in the form of one or more registered
notes in global form, without interest coupons. Such global notes will be
deposited on the issue date with DTC and registered in the name of Cede & Co.,
as nominee of DTC, or will remain in the custody of the Trustee under the
Indenture pursuant to the FAST Balance Certificate Agreement between DTC and the
Trustee. Beneficial interests in the global notes may not be exchanged for
certificated notes except in the circumstances described below. All interests in
global notes may be subject to the procedures and requirements of DTC.
Exchanges of beneficial interests in one global security for interests
in another global security will be subject to the applicable rules and
procedures of DTC and its direct and indirect participants. Any beneficial
interest in one of the global notes that is transferred to a person who takes
delivery in the form of an interest in another global security will, upon
transfer, cease to be an interest in that global security and become an interest
in the global security to which the beneficial interest is transferred and,
accordingly, will thereafter be subject to all transfer restrictions, if any,
and other procedures applicable to beneficial interests in the global security
to which the beneficial interest is transferred for as long as it remains an
interest in that global security.
Certain Book-Entry Procedures for the Global Notes
The descriptions of the operations and procedures of DTC set forth
below are provided solely as a matter of convenience. These operations and
procedures are solely within the control of the respective settlement systems
and are subject to change by them from time to time. We do not take any
responsibility for these operations or procedures, and investors are urged to
contact the relevant system or its participants directly to discuss these
matters.
DTC has advised us that it is a limited purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the Uniform Commercial Code and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act. DTC holds securities for its participants and facilitates the
clearance and settlement of securities transactions between participants through
electronic book-entry changes in accounts of its participants, which eliminates
the need for physical movement of certificates. Participants include securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations. Indirect access to the DTC system is available to others
such as banks, brokers, dealers and trust companies that clear through or
maintain a direct or indirect custodial relationship with a participant
("indirect participants"). The rules applicable to DTC and its participants are
on file with the Commission.
Upon the issuance of the global note, DTC or its custodian will credit,
on its internal system, the respective principal amount of the individual
beneficial interests represented by the global note to the accounts of the
persons who have accounts with DTC. Such accounts initially will be designated
by or on behalf of the initial purchasers. Ownership of beneficial interests in
the global note will be limited to persons who have accounts with DTC
("participants") or persons who hold interests through participants. Ownership
of beneficial interests in the global note will be shown on, and the transfer of
that ownership will be effected only through, records maintained by DTC or its
nominee (with respect to interests of participants) and the records of
participants and indirect participants (with respect to interests of persons
other than participants).
So long as DTC or its nominee is the registered owner or holder of the
global note, DTC or such nominee, as the case may be, will be considered the
sole record owner or holder of the exchange notes represented by the global note
for all purposes under the indenture and the exchange notes. Except as set forth
herein, owners of beneficial interests in the global note will not be entitled
to have exchange notes represented by the global note registered in their names,
will not receive or be entitled to receive physical delivery of exchange notes
in definitive certificated form, and will not be considered holders of the
exchange notes for any purposes under the indenture. Accordingly, each person
owning a beneficial interest in the global note must rely on the procedures of
DTC and, if such person is not a participant, on the procedures of the
participant through which such person directly or indirectly owns its interest,
to exercise any rights of a holder under the indenture. We understand that under
existing industry practices, if we request any action of holders or any owner of
a beneficial interest in the global note desires to give any notice or take any
action that a holder is entitled to give or take under the indenture, DTC would
authorize the participants holding the relevant beneficial interests to give
such notice to take such action, and such participants would authorize
beneficial owners owning through such participants to give such notice or take
such action or would otherwise act upon the instructions of beneficial owners
owning through them.
Payments of the principal of, premium, if any, and interest on the
global note will be made to DTC or its nominee, as the case may be, as the
registered owner. Neither we, the trustee nor any paying agent will have any
responsibility or liability for any aspect of the records relating to or
41
payments made on account of beneficial ownership interests in the global note or
for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
We expect that DTC or its nominee, upon receipt of any payment of
principal of, premium, if any, or interest in respect of the global note will
credit participants' accounts with payments in amounts proportionate to their
respective beneficial ownership interests in the principal amount of the global
note, as shown on the records of DTC or its nominee. We also expect that
payments by participants to owners of beneficial interests in the global note
held through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers registered in the names of nominees for such customers. The
participants will be responsible for such payments.
The Indenture provides that, if the Depositary notifies us that it is
unwilling or unable to continue as Depositary for the global notes or if at any
time the Depositary ceases to be a clearing agency registered under the Exchange
Act and we do not appoint a successor depositary within ninety days, or if there
shall have occurred and be continuing an Event of Default or an event which,
with the giving of notice or lapse of time, or both, would constitute an Event
of Default with respect to the exchange notes, then we will issue certificated
notes in exchange for the global note. In addition, we may at any time and in
our sole discretion determine not to have the exchange notes represented by a
global note and, in such event, will issue certificated notes in exchange for
the global note. In any such instance, an owner of a beneficial interest in a
global note will be entitled to physical delivery of certificated notes equal in
principal amount to its beneficial interest and to have the certificated notes
registered in its name. We expect that instructions for registering the
certificated notes would be based upon directions received from the Depositary
with respect to ownership of the beneficial interests in the global note.
Although DTC has agreed to the procedures described above in order to
facilitate transfers of interests in the global note among participants of DTC,
it is under no obligation to perform such procedures and such procedures may be
discontinued at any time. Neither we nor the Trustee will have any
responsibility for the performance by DTC or its participants or indirect
participants of their respective obligations under the rules and procedures
governing their operations.
According to DTC, the foregoing information with respect to DTC has
been provided by it for informational purposes only and is not intended to serve
as a representation, warranty, or contract modification of any kind. The
information contained herein concerning DTC and its book-entry system has been
obtained from sources believed to be reliable, but we take no responsibility for
the accuracy thereof.
Same-Day Funds
We will make all payments of principal premium, if any, and interest on
the global notes in immediately available funds to DTC.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the principal general federal income tax
consequences to a holder of exchange notes (a "United States Holder") who is (1)
a citizen or resident of the United States, (2) a corporation, partnership or
other entity treated as a corporation or a partnership for United States federal
income tax purposes created or organized in or under the laws of the United
States, any state thereof or the district of Columbia (unless, in the case of a
partnership, Treasury regulations provide otherwise), (3) an estate whose income
is subject to United States federal income tax regardless of its source, or (4)
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have the authority to control all substantial decisions of the trust.
Notwithstanding the preceding sentence, to the extent provided in Treasury
regulations, certain trusts in existence on August 20, 1996, and treated as
United States persons prior to such date, that elect to continue to be treated
as United States persons will also be United States Holders.
The following summary deals only with exchange notes held as capital
assets by purchasers at the issue price who are United States Holders and not
with special classes of holders, such as dealers in securities or currencies,
financial institutions, life insurance companies, persons holding senior notes
as a hedge against or which are hedged again currency risks, and persons whose
functional currency is not the U.S. dollar. A person considering an investment
in the exchange notes should consult his or her own tax advisor concerning these
matters and as to the tax treatment under foreign, state and local tax laws and
regulations.
This summary is based upon the Internal Revenue Code of 1986, as
amended (the "Code"), Treasury Regulations, Internal Revenue Service ("IRS")
rulings and pronouncements and judicial decisions now in effect, all of which
are subject to change at any time. Changes in this area of law may be applied
retroactively in a manner that could cause the tax consequences to vary
substantially from the consequences described below, possibly adversely
42
affecting a United States Holder. The authorities on which this summary is based
are subject to various interpretations, and it is therefore possible that the
federal income tax treatment of the purchase, ownership and disposition of the
exchange notes may differ from the treatment described below.
Exchange of Notes
The exchange offer will occur by operation of the terms of the old
notes and will not result in material changes as specifically referenced in the
applicable treasury regulations and does not violate the option rules as set
forth in the applicable treasury regulations. Consequently, no federal income
tax consequences to United States Holders exchanging old notes for exchange
notes under the exchange offer will occur.
Each exchanging holder will have the same adjusted tax basis and
holding period in the exchange notes as it had in the old notes immediately
before the exchange.
Payments of Interest
As a general rule, interest paid or accrued on the exchange notes will
be treated as ordinary income to United States Holders. A United States Holder
using the accrual method of accounting for federal income tax purposes is
required to include interest paid or accrued on the exchange notes in ordinary
income as interest accrues, while a United States Holder using the cash receipts
and disbursements method of accounting for federal income tax purposes must
include interest in ordinary income when payments are received (or made
available for receipt to) by the holder.
We intend to take the position that the exchange notes do not, as of
the issue date, represent contingent payment debt because the likelihood of
paying an increased rate of interest as a result of a Registration Default is
remote. A United States Holder may not take a contrary position unless such
contrary position is disclosed in the proper manner to the IRS. United States
Holders should consult their tax advisors regarding the tax consequences of the
exchange notes being treated as contingent payment debt.
If, contrary to current expectations, we pay additional interest, or if
the IRS successfully asserts that these contingent payments were not remote as
of the issue date, the amount and the timing of the interest income that a
United States Holder is required to include in taxable income, as well as any
gain on a sale of the exchange notes, might have to be redetermined, or
recharacterized as ordinary income.
Sale, Exchange or Retirement of Exchange Notes
A United States Holder's tax basis in an exchange note will generally
be its cost. Upon the sale, exchange, redemption, or retirement of an exchange
note, a United States Holder will generally recognize gain or loss on the sale,
exchange, redemption or retirement equal to the difference between the amount
realized (not including any amounts attributable to accrued and unpaid interest,
which is treated as interest as described above) and the holder's tax basis in
the exchange note. Long-term capital gain of a non-corporate United States
Holder is generally subject to a maximum tax rate of 20% in respect of exchange
notes held for more than one year, and a maximum tax rate of 18% in respect of
exchange notes held for more than five years.
Withholding Taxes and Reporting Requirements
Interest payments and payments of principal and any premium with
respect to an exchange note will be reported to the extent required by the Code
to the United States Holders and the IRS. These amounts will ordinarily not be
subject to withholding of United States federal income tax. However, a backup
withholding tax will apply to these payments if a United States Holder fails to
supply us or our agent in the manner required by applicable law with the
holder's taxpayer identification number or if a United States Holder has been
notified by the IRS that payments to such holder are subject to backup
withholding. The backup withholding tax rate is 30% for payments made during the
years 2002 and 2003, 29% for payments made during the years 2004 and 2005, and
28% for payments made during the years 2006 through 2010. For payments made
after 2010, the backup withholding tax rate will be increased to 31%.
PLAN OF DISTRIBUTION
Each broker-dealer that receives exchange notes for its own account
under the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of those notes. This prospectus, as it may be amended
or supplemented from time to time, may be used by a broker-dealer for resales of
exchange notes received in exchange for old notes that had been acquired as a
result of market-making or other trading activities. We have agreed that, for a
period of 270 days after the expiration date of the exchange offer, we will make
43
this prospectus, as it may be amended or supplemented, available to any
broker-dealer for use in connection with any such resale. Any broker-dealers
required to use this prospectus and any amendments or supplements to this
prospectus for resales of the exchange notes must notify us of this fact by
checking the box on the letter of transmittal requesting additional copies of
these documents or by writing or telephoning us. See "Where You Can Find More
Information."
Notwithstanding the foregoing, we are entitled under the registration
rights agreement to suspend the use of this prospectus by broker-dealers under
specific circumstances. For example, we may suspend the use of this prospectus
if:
o the Commission or any state securities authority requests an
amendment or supplement to this prospectus or the related registration statement
or additional information;
o the Commission or any state securities authority issues any stop
order suspending the effectiveness of the registration statement or initiates
proceedings for that purpose;
o we receive notification of the suspension of the qualification of the
exchange notes for sale in any jurisdiction or the initiation or threatening of
any proceedings for that purpose;
o the suspension is required by law;
o the suspension is taken for valid business reasons, including the
acquisition or divesture of assets or a material corporate transaction; or
o an event occurs which makes any statement in this prospectus untrue
in any material respect or which constitutes an omission to state a material
fact in this prospectus.
If we suspend the use of this prospectus, the 270-day period referred
to above will be extended by a number of days equal to the period of the
suspension.
We will not receive any proceeds from any sale of exchange notes by
broker-dealers. Exchange notes received by broker-dealers for their own account
under the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on those notes or a combination of those methods, at
market prices prevailing at the time of resale, at prices related to prevailing
market prices or at negotiated prices. Any resales may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from the selling broker-dealer or the
purchasers of the exchange notes. Any broker-dealer that resells exchange notes
received by it for its own account under the exchange offer and any broker or
dealer that participates in a distribution of the exchange notes may be deemed
to be an "underwriter" within the meaning of the Securities Act and any profit
on any resale of exchange notes and any commissions or concessions received by
these persons may be deemed to be underwriting compensation under the Securities
Act. The letter of transmittal states that, by acknowledging that it will
deliver and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act.
We have agreed to pay all expenses incidental to the exchange offer
other than commissions and concessions of any broker or dealer and will
indemnify holders of the senior notes, including any broker-dealers, against
certain liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
Wolf, Block, Schorr and Solis-Cohen LLP, Philadelphia, Pennsylvania
will pass upon various legal matters for us in connection with the exchange
notes offered hereby. Kenneth J. Gary, Esquire, Senior Vice President and
General Counsel of Toll Brothers, Inc., will pass upon various legal matters for
us in connection with the Guarantees being issued by the Guarantors other than
Toll Brothers, Inc. Mr. Gary owns or has the right to acquire a number of shares
of common stock of Toll Brothers, Inc. which is well below 1% of the outstanding
common stock of Toll Brothers, Inc.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual report on Form 10-K for
the year ended October 31, 2002, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements and schedule are incorporated by reference
in reliance on Ernst & Young LLP's report, given on their authority as experts
in accounting and auditing.
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[OUTSIDE BACK COVER]
Each broker-dealer that receives exchange notes for its own account in
the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of those exchange notes. The letter of transmittal
states that, by so acknowledging and delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
This prospectus, as it may be amended or supplemented from time to
time, may be used by a broker-dealer in connection with resales of exchange
notes received in exchange for outstanding notes where the outstanding notes
were acquired by the broker-dealer as a result of market-making activities or
other trading activities.
We have agreed that, for a period of 270 days after the consummation of
this exchange offer, we will make this prospectus available to any broker-dealer
for use in connection with the resale of exchange notes. See "Plan of
Distribution."
45
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
For information regarding provisions under which a director or officer
of Toll Brothers, Inc. or Toll Brothers Finance Corp. may be insured or
indemnified in any manner against any liability which he may incur in his
capacity as such, reference is made to Section 145 of the Delaware General
Corporation Law, which provides in its entirety as follows:
"(a) A corporation shall have power to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection
with such action, suit or proceeding if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which the person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that the person's
conduct was unlawful.
(b) A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the
fact that the person is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably
incurred by the person in connection with the defense or settlement of
such action or suit if the person acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
(c) To the extent that a present or former director or officer
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections
(a) and (b) of this section, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the
applicable standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made, with respect to a
person who is a director or officer at the time of such determination,
(1) by a majority vote of the directors who are not parties to such
action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such
directors, even though less than a quorum, or (3) if there are no such
directors, or if such directors so direct, by independent legal counsel
in a written opinion, or (4) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
II-1
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees)
incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the
corporation deems appropriate.
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as
to action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under this
section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with
respect to the resulting or surviving corporation as such person would
have with respect to such constituent corporation if its separate
existence had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent
with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner
such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of
the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including attorneys'
fees)."
See also Article Six of Toll Brothers, Inc.'s Certificate of
Incorporation, as amended, which obligates, and Article VII of Toll Brothers,
Inc.'s By-Laws, as amended, which grants, Toll Brothers, Inc. the power to
indemnify its directors, officers, employees and agents. Section 7-4 of Article
VII of Toll Brothers, Inc.'s Bylaws, as amended, further permits Toll Brothers,
Inc. to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of Toll Brothers, Inc., or who is or was
serving at the request of Toll Brothers, Inc. as a director, officer employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not Toll
Brothers, Inc. would have the power to indemnify him against such liability
under law. Toll Brothers, Inc. has purchased directors' and officers' liability
insurance.
II-2
See also Article VIII of Toll Brothers Finance Corp.'s By-Laws which obligates
Toll Brothers Finance Corp. to indemnify its directors, officers, employees and
agents. Section 8-7 of Article VIII of Toll Brothers Finance Corp's Bylaws
further permits Toll Brothers Finance Corp. to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
Toll Brothers Finance Corp., or who is or was serving at the request of Toll
Brothers Finance Corp. as a director, officer employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not Toll Brothers Finance Corp.
would have the power to indemnify him against such liability under law. Toll
Brothers Finance Corp. has purchased directors' and officers' liability
insurance.
See Item 22 of this Part II for further information concerning
indemnification of directors, officers and controlling persons of Toll Brothers,
Inc. and Toll Brothers Finance Corp.
II-3
Item 21. Exhibits
4.1 Indenture dated as of November 22, 2002 between Toll
Brothers Finance Corp., as issuer, Toll Brothers, Inc. as
guarantor, and Bank One Trust Company, as Trustee, including
form of guarantee, is hereby incorporated by reference to
Exhibit 4.1 of the Toll Brothers, Inc.'s Form 8-K filed with
the Securities and Exchange Commission on November 27, 2002.
4.2 Authorizing Resolutions, dated as of November 15, 2002,
relating to $300,000,000 principal amount of 6.875% Senior
Notes of Toll Brothers Finance Corp. due 2012, guaranteed on
a senior basis by the Toll Brothers, Inc. and other
subsidiaries of Toll Brothers, Inc. is hereby incorporated
by reference to Exhibit 4.2 of Toll Brothers Inc.'s Form 8-K
filed with the Securities and Exchange Commission on
November 27, 2002.
4.3 Registration Rights Agreement dated as of November 22, 2002
by and among Toll Brothers Finance Corp. and Toll Brothers,
Inc. and Salomon Smith Barney Inc., Banc of America
Securities LLC and Banc One Capital Markets, Inc., as the
Initial Purchase Representatives is hereby incorporated by
Reference to Exhibit 4.3 of Toll Brothers, Inc,'s Form 10-Q
for the quarter ended January 31, 2003.
5.1*+ Form of opinion of Wolf, Block, Schorr and Solis-Cohen LLP,
Philadelphia, Pennsylvania.
5.2*+ Form of opinion of Kenneth J. Gary, Esquire, Senior Vice
President and General Counsel of Toll Brothers, Inc.
10.1 Purchase Agreement dated November 15, 2002 by and among,
Toll Brothers Finance Corp. and Toll Brothers, Inc. and
Salomon Smith Barney Inc., Banc of America Securities LLC
and Banc One Capital Markets, Inc., as the Initial Purchase
Representatives is hereby incorporated by reference to
Exhibit 10.1 of Toll Brothers, Inc.'s Form 10-Q for the
quarter ended January 31, 2003.
10.2 Amended and Restated Credit Agreement by and among First
Huntingdon Finance Corp., Toll Brothers, Inc. and the
lenders which are parties thereto dated May 18, 2001, is
hereby incorporated by reference to Exhibit 10.3 of Toll
Brothers, Inc.'s Form 10-Q for the quarter ended April 30,
2001.
12* Statement Regarding Computation of Ratio of Earnings to
Fixed Charges.
21 Subsidiaries of Toll Brothers, Inc. is hereby incorporated
by reference to Exhibit 21 of Toll Brothers, Inc.'s Form
10-K for the year ended October 31, 2002.
23.1 Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included
as part of Exhibit 5.1).
23.2 Consent of Kenneth J. Gary, Esquire (included as part of
Exhibit 5.2).
23.3* Consent of Independent Auditors.
24* Power of Attorney (included in signature pages hereto).
25* Statement of Eligibility and Qualification on Form T-1 of
Bank One Trust Company, National Association, as trustee of
the 6.875% Senior Notes Due 2012 of Toll Brothers Finance
Corp.
99.1** Form of Letter of Transmittal.
99.2** Form of Notice of Guaranteed Delivery.
99.3** Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
99.4** Form of Letter to DTC Participants.
99.5** Form of Letter to Beneficial Holders.
99.6** Form of Exchange Agent Agreement.
* Filed herewith
+ This exhibit, as signed, will be filed by pre-effective amendment.
**To be filed by pre-effective amendment.
II-4
Item 22. Undertakings.
The undersigned registrants hereby undertakes
Each of the undersigned registrants hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to item 4, 10(b), 11 or 13 of this Form
S-4, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of this registration statement through the date responding to the request;
(5) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective;
(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrants pursuant to the foregoing provisions, or otherwise,
the registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrants of expenses incurred or paid by a director, officer or
controlling person of the registrants in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the Securities being registered, the registrants will, unless
in the opinion of their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(7) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-5
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, Toll
Brothers Finance Corp. has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Township of
Lower Moreland, Commonwealth of Pennsylvania, on March 19, 2003.
TOLL BROTHERS FINANCE CORP.
By: /s/ Zvi Barzilay
--------------------------------------
Zvi Barzilay,
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- ------
/s/ Robert I. Toll Director
- ------------------------------------
Robert I. Toll
/s/ Zvi Barzilay President, Chief Operating Officer, Assistant Secretary
- ------------------------------------ and Director (Principal Executive Officer)
Zvi Barzilay
/s/ Joel H. Rassman Executive Vice President, Treasurer, Chief Financial
- ------------------------------------ Officer, Assistant Secretary and Director (Principal
Joel H. Rassman Financial Officer)
/s/ Joseph R. Sicree Vice President, Chief Accounting Officer, and Assistant
- ------------------------------------ Secretary (Principal Accounting Officer)
Joseph R. Sicree
II-6
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, Toll
Brothers, Inc. has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, Township of Lower
Moreland, Commonwealth of Pennsylvania, on March 19, 2003.
TOLL BROTHERS, INC.
By: /s/ Robert I. Toll
---------------------------------
Robert I. Toll,
Chairman of the Board of Directors
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- ------
/s/ Robert I. Toll Chairman of the Board, Chief Executive Officer and
- ---------------------------------- Director (Principal Executive Officer)
Robert I. Toll
/s/ Bruce E. Toll Vice Chairman of the Board and Director
- ----------------------------------
Bruce E. Toll
/s/ Zvi Barzilay President, Chief Operating Officer and Director
- ----------------------------------
Zvi Barzilay
II-7
/s/ Robert S. Blank Director
- ------------------------------------
Robert S. Blank
/s/ Edward G. Boehne Director
- ------------------------------------
Edward G. Boehne
/s/ Richard J. Braemer Director
- ------------------------------------
Richard J. Braemer
/s/ Roger S. Hillas Director
- ------------------------------------
Roger S. Hillas
/s/ Carl B. Marbach Director
- ------------------------------------
Carl B. Marbach
/s/ Stephen A. Novick Director
- ------------------------------------
Stephen A. Novick
/s/ Joel H. Rassman Senior Vice President, Treasurer, Chief Financial
- ------------------------------------ Officer and Director (Principal Financial Officer)
Joel H. Rassman
/s/ Paul E. Shapiro Director
- ------------------------------------
Paul E. Shapiro
/s/ Joseph R. Sicree Vice President and Chief Accounting Officer
- ------------------------------------ (Principal Accounting Officer)
Joseph R. Sicree
II-8
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule I of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19, 2003.
Registrants (As Listed on the Schedule I of
Additional Registrants)
By: /s/ Zvi Barzilay
---------------------------------------
Zvi Barzilay,
President of each Registrant listed on
Schedule I of Additional Registrants
that are corporations or limited
liability companies and President of
the corporate general partner or
limited liability company general
partner of each Registrant listed on
Schedule I of Additional Registrants
that are limited partnerships.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on March 19, 2003.
*Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule I of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated.
Signature Title
- --------- -----
/s/ Robert I. Toll Director (as to corporate Registrants)/Manager
- --------------------------------- (as to limited liability company Registrants)
Robert I. Toll
II-9
/s/ Zvi Barzilay President, Chief Operating Officer, Assistant Secretary
- -------------------------------------- and Director (as to corporate Registrants)/Manager (as
Zvi Barzilay to limited liability company Registrants) (Principal
Executive Officer)
/s/ Joel H. Rassman Senior Vice President, Treasurer, Chief Financial
- -------------------------------------- Officer, Assistant Secretary and Director (as to
Joel H. Rassman corporate Registrants)/Manager (as to limited liability
company Registrants) (Principal Financial Officer)
/s/ Joseph R. Sicree Vice President, Chief Accounting Officer, and Assistant
- -------------------------------------- Secretary (Principal Accounting Officer)
Joseph R. Sicree
II-10
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule II of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19, 2003.
Registrants (As Listed on the Schedule II of
Additional Registrants)
By: /s/ Zvi Barzilay
---------------------------------------
Zvi Barzilay,
President of each Registrant listed on
Schedule II of Additional Registrants
that are corporations or limited
liability companies and President of
the corporate general partner of each
Registrant listed on Schedule II of
Additional Registrants that are limited
partnerships.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on March 19, 2003.
* Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule II of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated.
Signature Title
- --------- -----
/s/ Robert I. Toll Director (as to corporate Registrants)/Manager
- --------------------------------- (as to limited liability company Registrants)
Robert I. Toll
II-11
/s/ Zvi Barzilay President, Chief Operating Officer, Assistant Secretary
- -------------------------------------- and Director (as to corporate Registrants)/Manager (as
Zvi Barzilay to limited liability company Registrants) (Principal
Executive Officer)
/s/ Joel H. Rassman Senior Vice President, Treasurer, Chief Financial
- -------------------------------------- Officer, Assistant Secretary and Director (as to
Joel H. Rassman corporate Registrants)/Manager (as to limited liability
company Registrants) (Principal Financial Officer)
/s/ Joseph R. Sicree Vice President, Chief Accounting Officer, and Assistant
- -------------------------------------- Secretary (Principal Accounting Officer)
Joseph R. Sicree
/s/ Douglas C. Yearley, Jr. Director (as to corporate Registrants)/Manager
- -------------------------------------- (as to limited liability company Registrants)
Douglas C. Yearley, Jr.
II-12
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule III of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19, 2003.
Registrants (As Listed on Schedule III of
Additional Registrants)
By: /s/ Michael Donnelly
-------------------------------------
Michael Donnelly,
President (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- -----
/s/ Michael Donnelly President and Manager (Principal Executive Officer)
- ----------------------------------
Michael Donnelly
/s/ Ronald Blum Vice President and Manager
- ----------------------------------
Ronald Blum
/s/ Joseph Pease Treasurer, Secretary, and Manager (Principal Financial
- ---------------------------------- Officer) (Principal Accounting Officer)
Joseph Pease
II-13
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule IV of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19, 2003.
Registrants (As Listed Schedule IV of
Additional Registrants Table IV)
By: /s/ Michael Donnelly
-----------------------------------
Michael Donnelly,
President (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- -----
/s/ Michael Donnelly President and Manager (Principal Executive Officer)
- ----------------------------------
Michael Donnelly
/s/ Robert Fordham Vice President and Manager
- ----------------------------------
Robert Fordham
/s/ Roger Dalal Treasurer, Secretary, and Manager (Principal Financial
- ---------------------------------- Officer) (Principal Accounting Officer)
Roger Dalal
II-14
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, Frenchman's
Reserve Country Club, Inc. has caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Township of
Lower Moreland, Commonwealth of Pennsylvania, on March 19, 2003.
Frenchman's Reserve Country Club, Inc.
By: /s/ Michael Donnelly
--------------------------------------
Michael Donnelly,
President (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- -----
/s/ Michael Donnelly President and Director (Principal Executive Officer)
- ----------------------------------
Michael Donnelly
/s/ Ronald Blum Vice President and Director
- ----------------------------------
Ronald Blum
/s/ Robert Fordham Treasurer, Secretary, and Director (Principal Financial
- ---------------------------------- Officer) (Principal Accounting Officer)
Roert Fordham
II-15
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, Mizner
Country Club, Inc. has caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of
Lower Moreland, Commonwealth of Pennsylvania, on March 19, 2003.
Mizner Country Club, Inc.
By: /s/ Michael Donnelly
---------------------------------------
Michael Donnelly,
President (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- -----
/s/ Michael Donnelly President and Director (Principal Executive Officer)
- ----------------------------------
Michael Donnelly
/s/ Robert Fordham Vice President and Director
- ----------------------------------
Robert Fordham
/s/ Joseph Pease Treasurer, Secretary, and Director (Principal Financial
- ---------------------------------- Officer) (Principal Accounting Officer)
Joseph Pease
II-16
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule V of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19, 2003.
Registrants (As Listed on Schedule V of
Additional Registrants)
By: /s/ John A. Oscar, Jr.
-------------------------------------
John A. Oscar, Jr.
President of each Registrant listed
on Schedule V of Additional
Registrants that are corporations or
limited liability companies and
President of the corporate general
partner of each Registrant listed on
Schedule V of Additional Registrants
that are limited partnerships.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on March 19, 2003.
* Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule V of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated. Where the Registrant is a limited liability company, this
registration statement has been signed by the following persons on behalf of
such entities' corporate general partner in the capacities indicated.
II-17
Signature Title
- --------- -----
/s/ John A. Oscar, Jr. President, Treasurer and Director (as to corporate
- ------------------------------------- Registrants)/Manager (as to limited liability company
John A. Oscar, Jr. Registrants) (Principal Executive Officer) (Principal
Financial Officer) (Principal Accounting Officer)
/s/ Joel H. Rassman Vice President and Director (as to corporate
- ------------------------------------- Registrants)/Manager (as to limited liability company
Joel H. Rassman Registrants)
/s/ Gordon W. Stewart Secretary and Director (as to corporate
- ------------------------------------- Registrants)/Manager (as to limited liability company
Gordon W. Stewart Registrants)
/s/ Mark J. Warshauer Assistant Secretary and Director (as to corporate
- ------------------------------------- Registrants)/Manager (as to limited liability company
Mark J. Warshauer Registrants)
/s/ Ann Di Fiore Director (as to corporate Registrants)/Manager (as to
- ------------------------------------- limited liability company Registrants)
Ann DiFiore
II-18
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, C.B.A.Z.
Construction Company LLC has caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the Township of
Lower Moreland, Commonwealth of Pennsylvania, on March 19, 2003.
C.B.A.Z. Construction Company LLC
By: /s/ Wayne S. Patterson
----------------------------------
Wayne S. Patterson,
President (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- -----
/s/ Wayne S. Patterson President and Manager (Principal Executive Officer)
- --------------------------------------
Wayne S. Patterson
/s/ Richard T. Hartman Vice President and Manager
- --------------------------------------
Richard T. Hartman
/s/ Charles W. Bowie Vice President, Secretary, Treasurer and Manager (Chief
- -------------------------------------- Financial Officer) (Chief Accounting Officer)
Charles W. Bowie
II-19
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule VI of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19, 2003.
Registrants (As Listed on Schedule VI of
Additional Registrants)
By: /s/ Zvi Barzilay
---------------------------------------
Zvi Barzilay,
President (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- -----
/s/ Zvi Barzilay President, Chief Operating Officer, Secretary and
- -------------------------------------- Director (Principal Executive Officer)
Zvi Barzilay
/s/ Joel H. Rassman Senior Vice President, Treasurer, Chief Financial
- -------------------------------------- Officer, Assistant Secretary and Director (Principal
Joel H. Rassman Financial Officer) (Principal Accounting Officer)
/s/ Robert I. Toll Director
- --------------------------------------
Robert I. Toll
II-20
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule VII of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19, 2003.
Registrants (As Listed on Schedule VII of
Additional Registrants)
By: /s/ Zvi Barzilay
------------------------------------------
Zvi Barzilay,
President of each Registrant listed on
Schedule VII of Additional Registrants
that are corporations or limited liability
companies and President of the corporate
general partner of each Registrant listed
on Schedule VII of Additional Registrants
that are limited partnerships.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on March 19, 2003.
* Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule VII of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated.
Signature Title
- --------- -----
/s/ Zvi Barzilay President, Chief Operating Officer, Secretary and
- -------------------------------- Director (Principal Executive Officer)
Zvi Barzilay
II-21
/s/ Joel H. Rassman Senior Vice President, Treasurer, Chief Financial
- ------------------------------------ Officer, Assistant Secretary and Director (Principal
Joel H. Rassman Financial Officer) (Principal Accounting Officer)
/s/ Robert I. Toll Director
- ------------------------------------
Robert I. Toll
/s/ Douglas C. Yearley, Jr. Director
- ------------------------------------
Douglas C. Yearley, Jr.
II-22
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule VIII of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19, 2003.
Registrants (As Listed on Schedule VIII
of Additional Registrants)
By: /s/ James Smith
------------------------------------------
James Smith,
President (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- -----
/s/ James Smith President and Manager (Principal Executive Officer)
- ------------------------------------
James Smith
/s/ Eric C. Pino Treasurer, Secretary and Manager (Principal Financial
- ------------------------------------ Officer) (Principal Accounting Officer)
Eric C. Pino
/s/ Gordon R. Ivascu Vice President and Manager
- ------------------------------------
Gordon R. Ivascu
II-23
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule IX of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19, 2003.
Registrants (As Listed on Schedule IX
of Additional Registrants)
By: /s/ Thomas Anhut
-----------------------------------------
Thomas Anhut,
President (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- -----
/s/ Thomas Anhut President and Manager (Principal Executive Officer)
- -------------------------------
Thomas Anhut
/s/ Richard Gannon Treasurer, Secretary and Manager (Principal Financial
- ------------------------------- Officer) (Principal Accounting Officer)
Richard Gannon
/s/ Brad Nelson Vice President and Manager
- ------------------------------
Brad Nelson
II-24
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule X of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19, 2003.
Registrants (As Listed on Schedule X of Additional
Registrants)
By: /s/ James Boyd
---------------------------------------------
James Boyd,
President (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- -----
/s/ James Boyd President and Manager (Principal Executive Officer)
- -------------------------------------
James Boyd
/s/ Michael Nix Treasurer, Secretary and Manager (Principal Financial
- ------------------------------------- Officer) (Principal Accounting Officer)
Michael Nix
/s/ Craig Messi Vice President and Manager
- --------------------------------------
Craig Messi
II-25
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XI of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19, 2003.
Registrants (As Listed on Schedule XI
of Additional Registrants)
By: /s/ Gary Lemon
-----------------------------------------
Gary Lemon,
President (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- -----
/s/ Gary Lemon President and Manager (Principal Executive Officer)
- ------------------------------------
Gary Lemon
/s/ James Kemp Treasurer, Secretary and Manager (Principal Financial
- ------------------------------------ Officer) (Principal Accounting Officer)
James Kemp
/s/ Lee Dotson Vice President and Manager
- -------------------------------------
Lee Dotson
II-26
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, Naples TBI
Realty, LLC has caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19, 2003.
Naples TBI Realty, LLC
By: /s/ Ralph Reinert
----------------------------------------
Ralph Reinert,
President (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- -----
/s/ Ralph Reinert President (Principal Executive Officer)
- --------------------------------
Ralph Reinert
/s/ Kenneth Thirtyacre Vice President
- --------------------------------
Kenneth Thirtyacre
/s/ Helen Walker Manager
- --------------------------------
Helen Walker
II-27
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, Naples
Lakes Country Club, L.L.C. has caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Township of
Lower Moreland, Commonwealth of Pennsylvania, on March 19, 2003.
Naples Lakes Country Club, L.L.C.
By: /s/ Ralph Reinert
----------------------------------------
Ralph Reinert,
Manager (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- -----
/s/ Ralph Reinert Manager (Principal Executive Officer) (Principal
- -------------------------------- Financial Officer) (Principal Accounting Officer)
Ralph Reinert
II-28
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, Martin
County Improvement Association LLC, has caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
Township of Lower Moreland, Commonwealth of Pennsylvania, on March 19, 2003.
Martin County Improvement Association LLC
By: /s/ David Layman
----------------------------------------
David Layman,
Manager (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- -----
/s/ David Layman Manager (Principal Executive Officer) (Principal
- -------------------------------- Financial Officer) (Principal Accounting Officer)
David Layman
II-29
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, Toll Realty
L.L.C. has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19, 2003.
Toll Realty L.L.C.
By: /s/ Brian Loftus
-----------------------
Brian Loftus,
Manager
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- -----
/s/ Kenneth Thirtyacre President (Principal Executive Officer)
- --------------------------------------
Kenneth Thirtyacre
/s/ Brian Loftus Manager
- --------------------------------------
Brian Loftus
/s/ James Manners Vice President
- --------------------------------------
James Manners
/s/ Ralph Reinert Secretary and Treasurer (Principal Financial Officer)
- -------------------------------------- (Principal Accounting Officer)
Ralph Reinert
II-30
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XII of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19, 2003.
Registrants (As Listed on the Schedule XII of Additional
Registrants)
By: /s/ Wayne S. Patterson
----------------------------------------------------------
Wayne S. Patterson,
President of each Registrant listed on Schedule I of
Additional Registrants that are corporations or limited
liability companies and President of the corporate general
partner of each Registrant listed on Schedule I of
Additional Registrants that are limited partnerships.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on March 19, 2003.
* Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule XII of Additional Registrants. Where the Registrant is a
limited partnership, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated.
II-31
Signature Title
- --------- -----
/s/ Wayne S. Patterson President and Director (Principal Executive Officer)
- --------------------------------
Wayne S. Patterson
/s/ Kenneth J. Gary Vice President, Secretary and Director
- --------------------------------
Kenneth J. Gary
II-32
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XIII of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19, 2003.
Registrants (As Listed on Schedule XIII of
Additional Registrants)
By: /s/ Andrew Stern
---------------------------------------
Andrew Stern,
Manager
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- -----
/s/ Andrew Stern Manager (Principal Executive Officer) (Principal
- -------------------------------- Financial Officer) (Principal Accounting Officer)
Andrew Stern
II-33
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XIV of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19, 2003.
Registrants (As Listed on Schedule XIV
of Additional Registrants)
By: /s/ Wayne S. Patterson
---------------------------------------
Wayne S. Patterson,
Manager (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- -----
/s/ Wayne S. Patterson Manager (Principal Executive Officer) (Principal
- ---------------------------------------- Financial Officer) (Principal Accounting Officer)
Wayne S. Patterson
II-34
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XV of Additional Registrants has
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19, 2003.
Registrants (As Listed on Schedule XV
of Additional Registrants)
By: /s/ John A. Oscar, Jr.
-------------------------------------------
John A. Oscar, Jr.,
President (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities* indicated on March 19, 2003.
* Except as otherwise provided herein, each of the following persons
hold each of the positions listed next to his/her name for each Registrant
listed on Schedule XII of Additional Registrants. Where the Registrant is a
limited liability company, this registration statement has been signed by the
following persons on behalf of such entities' corporate general partner in the
capacities indicated.
Signature Title
- --------- -----
/s/ John A. Oscar, Jr. President and Treasurer (Principal Executive Officer)
- ---------------------------------------
John A. Oscar, Jr.
/s/ Joel H. Rassman Vice President and Director (as to corporate
- --------------------------------------- Registrants)/Manager (as to limited liability company
Joel H. Rassman Registrants)
II-35
/s/ Gordon W. Stewart Secretary and Director (as to corporate
- ------------------------------------- Registrants)/Manager (as to limited liability company
Gordon W. Stewart Registrants)
/s/ Edward Jones Director (as to corporate Registrants)/Manager (as to
- ------------------------------------- limited liability company Registrants)
Edward Jones
II-36
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, South
Riding Realty LLC has caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of
Lower Moreland, Commonwealth of Pennsylvania, on March 19, 2003.
South Riding Realty LLC
By: /s/ William Gilligan
------------------------------------------
William Gilligan,
President (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- -----
/s/ William Gilligan President and Manager (Principal Executive Officer)
- --------------------------------
William Gilligan
/s/ John Harris Vice President and Manager
- --------------------------------
John Harris
/s/ John Tsitos Secretary, Treasurer and Manager (Principal Financial
- -------------------------------- Officer) (Principal Accounting Officer)
John Tsitos
II-37
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XVI of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19, 2003.
Registrants (As Listed on Schedule XVI
of Additional Registrants)
By: /s/ Robert Craig
---------------------------------------
Robert Craig,
President (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- -----
/s/ Robert Craig President and Manager (Principal Executive Officer)
- --------------------------------------
Robert Craig
/s/ Paul Luck Treasurer, Secretary and Manager (Principal Financial
- -------------------------------------- Officer) (Principal Accounting Officer)
Paul Luck
/s/ William Perry Vice President and Manager
- --------------------------------------
William Perry
II-38
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants, as listed on the attached Schedule XVII of Additional Registrants
has caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Lower Moreland,
Commonwealth of Pennsylvania, on March 19, 2003.
Registrants (As Listed on Schedule XVII
of Additional Registrants)
By: /s/ John Gasque
------------------------------------------
John Gasque,
President (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- -----
/s/ John Gasque President and Manager (Principal Executive Officer)
- -------------------------------------
John Gasque
/s/ Gregory Harold Treasurer, Secretary and Manager (Principal Financial
- ------------------------------------- Officer) (Principal Accounting Officer)
Gregory Harold
/s/ Paul Eberz Vice President and Manager
- -------------------------------------
Paul Eberz
II-39
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, Northville
Hills Golf Club LLC has caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Farmington
Hills, state of Michigan, on March 19, 2003.
Northville Hills Golf Club LLC
By: /s/ Keith Anderson
---------------------------------------------
Keith Anderson,
President (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Toll, Zvi Barzilay,
Kenneth J. Gary, Joel H. Rassman and Joseph R. Sicree, and each of them, jointly
and severally, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this registration statement, and to file the same with all exhibits thereto,
and other documents in connection therewith (including, without limitation, any
related registration statement or amendment thereto filed in accordance with
Rule 462 under the Securities Act of 1933, as amended), with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents or any of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 19, 2003.
Signature Title
- --------- ------
/s/ Keith Anderson President and Manager (Principal Executive
- ------------------------------------------------ Officer)
Keith Anderson
/s/ John Oberlin Vice President and Manager
- ------------------------------------------------
John Oberlin
/s/ William Bye Treasurer, Secretary, and Manager (Principal Financial
- ------------------------------------------------ Officer) (Principal Accounting Officer)
William Bye
II-40
Schedule I of Additional Registrants
Exact Name of Registrant as Specified in its Charter
Toll Holdings, Inc.
Amwell Chase, Inc.
BBCC Investments, Inc.
Brentwood Investments I, Inc
Bunker Hill Estates, Inc.
Chesterbrooke, Inc.
Connecticut Land Corp
Daylesford Development Corp.
Eastern States Engineering, Inc.
Edmunds-Toll Construction Company
Fairway Valley, Inc.
First Huntingdon Finance Corp.
Franklin Farms G.P., Inc.
MA Limited Land Corporation
Maple Point, Inc.
Maryland Limited Land Corporation
Polekoff Farm, Inc.
Springfield Chase, Inc.
Stewarts Crossing, Inc.
Tampa Realty Associates, Inc.
Tenby Hunt, Inc.
Toll AZ GP Corp.
Toll Bros., Inc. (Pennsylvania)
Toll Bros., Inc. (Delaware)
Toll Bros., Inc. (Texas)
Toll Bros. of Arizona, Inc.
Toll Bros. of North Carolina, Inc.
Toll Bros. of North Carolina II, Inc.
Toll Bros. of North Carolina III, Inc.
II-41
Toll Brothers Real Estate, Inc.
Toll CA GP Corp.
Toll CO GP Corp.
Toll Corp.
Toll Finance Corp.
Toll FL GP Corp.
Toll IL GP Corp.
Toll Land Corp. No. 6
Toll Land Corp. No. 10
Toll Land Corp. No. 20
Toll Land Corp. No. 43
Toll Land Corp. No. 45
Toll Land Corp. No. 46
Toll Land Corp. No. 47
Toll Land Corp. No. 48
Toll Land Corp. No. 49
Toll Land Corp. No. 50
Toll Land Corp. No. 51
Toll Land Corp. No. 52
Toll Land Corp. No. 53
Toll Land Corp. No. 55
Toll Land Corp. No. 56
Toll Land Corp. No. 58
Toll Land Corp. No. 59
Toll Land Corp. No. 60
Toll NV GP Corp.
Toll NC GP Corp.
Toll OH GP Corp.
Toll PA GP Corp.
Toll PA II GP Corp.
Toll Peppertree, Inc.
Toll Philmont Corporation
II-42
Toll RI GP Corp.
Toll SC GP Corp.
Toll TN GP Corp.
Toll TX GP Corp.
Toll VA GP Corp.
Toll VA Member Two, Inc.
Toll Wood Corporation
Toll YL, Inc.
Valley Forge Conservation Holding GP Corp.
Warren Chase, Inc.
Windsor Development Corp.
Afton Chase, L.P.
Audubon Ridge, L.P.
BBCC Golf, L.P.
BBCC Investments, L.P.
Beaumont Chase, L.P.
Belmont Land, L.P.
Bennington Hunt, L.P.
Bernards Chase, L.P.
Binks Estates Limited Partnership
The Bird Estate Limited Partnership
Blue Bell Country Club, L.P.
Branchburg Ridge, L.P.
Brandywine River Estates, L.P.
Brass Castle Estates, L.P.
Brentwood Investments, L.P.
Bridle Estates, L.P.
Broad Run Associates, L.P.
Buckingham Woods, L.P.
Bucks County Country Club, L.P.
CC Estates Limited Partnership
Calabasas View, L.P.
II-43
Charlestown Hills, L.P.
Chesterbrooke Limited Partnership
Chesterfield Hunt, L.P.
Cobblestones at Thornbury, L.P.
Cold Spring Hunt, L.P.
Coleman-Toll Limited Partnership
Concord Chase, L.P.
Cortlandt Chase, L.P.
Delray Limited Partnership
Dolington Estates, L.P.
Dominion Country Club, L.P.
Eagle Farm Limited Partnership
Edmunds-Toll Limited Partnership
Eldorado Country Estates, L.P.
Estates at Autumnwood, L.P.
The Estates at Brooke Manor Limited Partnership
Estates at Coronado Pointe, L.P.
The Estates at Potomac Glen Limited Partnership
Estates at Princeton Junction, L.P.
Estates at Rivers Edge, L.P.
Estates at San Juan Capistrano, L.P.
The Estates at Summit Chase, L.P.
Fairfax Investment, L.P.
Fairfax Station Hunt, L.P.
Fair Lakes Chase, L.P.
Fairway Mews Limited Partnership
Farmwell Hunt, L.P.
Franklin Oaks Limited Partnership
Freehold Chase, L.P.
Great Falls Hunt, L.P.
Great Falls Woods, L.P.
Greens at Waynesborough, L.P.
II-44
Greenwich Chase, L.P.
Greenwich Station, L.P.
Hockessin Chase, L.P.
Holland Ridge, L.P.
Holliston Hunt Limited Partnership
Hopewell Hunt, L.P.
Huckins Farm Limited Partnership
Hunter Mill, L.P.
Hunterdon Chase, L.P.
Hunterdon Ridge, L.P.
Huntington Estates Limited Partnership
Hurley Ridge Limited Partnership
Independence Hill, L.P.
Kensington Woods Limited Partnership
Knolls of Birmingham, L.P.
Lakeridge, L.P.
Lakeway Hills Properties, L.P.
Laurel Creek, L.P.
Loudoun Valley Associates, L.P.
Mallard Lakes, L.P.
Manalapan Hunt, L.P.
Marshallton Chase, L.P.
Mill Road Estates, L.P.
Montgomery Chase, L.P.
Montgomery Oaks, L.P.
Moorestown Hunt, L.P.
Mount Kisco Chase, L.P.
NC Country Club Estates Limited Partnership
Newtown Chase Limited Partnership
Northampton Crest, L.P.
Northampton Preserve, L.P.
Patriots, L.P.
II-45
The Preserve Limited Partnership
The Preserve at Annapolis Limited Partnership
The Preserve at Boca Raton Limited Partnership
Preston Village Limited Partnership
Princeton Hunt, L.P.
Providence Limited Partnership
Providence Hunt, L.P.
Providence Plantation Limited Partnership
Regency at Dominion Valley, L.P.
River Crossing, L.P.
Rolling Greens, L.P.
Rose Tree Manor, L.P.
Seaside Estates Limited Partnership
Shrewsbury Hunt Limited Partnership
Somers Chase, L.P.
Somerset Development Limited Partnership
South Riding, L.P.
South Riding Partners, L.P.
Southlake Woods, L.P.
Southport Landing Limited Partnership
Springton Pointe, L.P.
Stone Mill Estates, L.P.
Stoney Ford Estates, L.P.
Swedesford Chase, L.P.
TBI/Heron Bay Limited Partnership
TBI/Naples Limited Partnership
TBI/Palm Beach Limited Partnership
Tenby Hunt, L.P.
Thornbury Knoll, L.P.
Toll at Brier Creek Limited Partnership
Toll at Daventry Park, L.P.
II-46
Toll at Payne Ranch, L.P.
Toll at Potomac Woods, L.P.
Toll at Princeton Walk, L.P.
Toll at Westlake, L.P.
Toll at Whippoorwill, L.P.
Toll Bros. of Tennessee, L.P.
Toll Brothers Maryland II Limited Partnership
Toll CA, L.P.
Toll CA II, L.P.
Toll CA III, L.P.
Toll CA IV, L.P.
Toll CA V, L.P.
Toll CA VI, L.P.
Toll CO, L.P.
Toll CT Limited Partnership
Toll CT II Limited Partnership
Toll CT Westport Limited Partnership
Toll-Dublin, L.P.
Toll Estero Limited Partnership
Toll FL Limited Partnership
Toll Ft. Myers Limited Partnership
Toll IL, L.P.
Toll IL II, L.P.
Toll IL III, L.P.
Toll IL HWCC, L.P.
Toll Land Limited Partnership
Toll Land IV Limited Partnership
Toll Land V Limited Partnership
Toll Land VI Limited Partnership
Toll Land VII Limited Partnership
Toll Land VIII Limited Partnership
Toll Land IX Limited Partnership
II-47
Toll Land X Limited Partnership
Toll Land XI Limited Partnership
Toll Land XII Limited Partnership
Toll Land XIII Limited Partnership
Toll Land XIV Limited Partnership
Toll Land XV Limited Partnership
Toll Land XVI Limited Partnership
Toll Land XVII Limited Partnership
Toll Land XVIII Limited Partnership
Toll Land XIX Limited Partnership
Toll Land XX Limited Partnership
Toll Land XXI Limited Partnership
Toll Land XXII Limited Partnership
Toll Land XXIII Limited Partnership
Toll Land XXV Limited Partnership
Toll Land XXVI Limited Partnership
Toll Land XXVII Limited Partnership
Toll MD Limited Partnership
Toll MD II Limited Partnership
Toll MD III Limited Partnership
Toll MD IV Limited Partnership
Toll Naples Limited Partnership
Toll Naval Associates
Toll NJ, L.P.
Toll NJ II, L.P.
Toll NJ III, L.P.
Toll NJ IV, L.P.
Toll NJ V, L.P.
Toll NJ VI, L.P.
Toll NV Limited Partnership
Toll PA, L.P.
Toll PA II, L.P.
II-48
Toll PA III, L.P.
Toll PA IV, L.P.
Toll PA V, L.P.
Toll PA VI, L.P.
Toll PA VII, L.P.
Toll Peppertree, L.P.
Toll Reston Associates, L.P.
Toll RI, L.P.
Toll RI II, L.P.
Toll SC, L.P.
Toll SC II, L.P.
Toll TX, L.P.
Toll TX II, L.P.
Toll VA, L.P.
Toll VA II, L.P.
Toll VA IV, L.P.
Toll VA V, L.P.
Toll Venice Limited Partnership
Toll YL, L.P.
Toll YL II, L.P.
Trumbull Hunt Limited Partnership
Uwchlan Woods, L.P.
Valley Forge Conservation Holding, L.P.
Valley Forge Woods, L.P.
Valley View Estates Limited Partnership
Village Partners, L.P.
Warwick Greene, L.P.
Warwick Woods, L.P.
Washington Greene Development, L.P.
West Amwell Limited Partnership
Whiteland Woods, L.P.
Wichita Chase, L.P.
II-49
Willowdale Crossing, L.P.
Wilson Concord, L.P.
Woodbury Estates, L.P.
The Woods at Highland Lakes, L.P.
The Woods at Long Valley, L.P.
The Woods at Muddy Branch Limited Partnership
Wrightstown Hunt, L.P.
Yardley Estates, L.P.
Big Branch Overlook L.L.C.
Creeks Farm L.L.C.
Feys Property LLC
High Point at Hopewell, LLC
Hunts Bluff LLC
Long Meadows TBI, LLC
Nosan & Silverman Homes LLC
Regency at Denville LLC
Regency at Dominion Valley LLC
RiverCrest Sewer Company, LLC
Sapling Ridge, LLC
SR Amberlea LLC
Toll Cedar Hunt LLC
Toll-Dublin, LLC
Toll Equipment, L.L.C.
Toll NJ I, L.L.C.
Toll NJ II, L.L.C.
Toll Reston Associates, L.L.C.
Toll VA L.L.C
Toll VA III L.L.C.
Virginia Construction Co. I, LLC
Virginia Construction Co. II, LLC
II-50
Schedule II of Additional Registrants
Exact Name of Registrant as Specified in its Charter
HQZ Acquisitions, Inc.
The Silverman Building Companies, Inc.
Silverman Development Company, Inc.
SH Homes Corporation
SI Investment Corporation
Toll MI GP Corp.
Cheltenham Estates Limited Partnership
Maple Creek Limited Partnership
Newport Ridge Limited Partnership
Silverman-Toll Limited Partnership
Timber Ridge Investment Limited Partnership
Toll MI Limited Partnership
Toll MI II Limtied Partnership
Toll MI III Limited Partnership
Toll Northville Limited Partnership
Toll Northville Golf Limited Partnership
Waldon Preserve Limited Partnership
Schedule III of Additional Registrants
Exact Name of Registrant as Specified in its Charter
Frenchman's Reserve Realty, LLC
Mizner Realty, L.L.C.
Schedule IV of Additional Registrants
Exact Name of Registrant as Specified in its Charter
Palm Cove Golf & Yacht Club I LLC
Palm Cove Golf & Yacht Club II LLC
Palm Cove Marina I LLC
Palm Cove Marina II LLC
II-51
Schedule V of Additional Registrants
Exact Name of Registrant as Specified in its Charter
Toll NJX-I Corp.
Toll NJX-II Corp.
Toll DE X, LLC
TB Proprietary Corp.
First Brandywine Finance Corp.
First Brandywine Investment Corp II.
First Brandywine Investment Corp III
Toll Bros. of Tennessee, Inc.
Toll VA Member Two, Inc.
TB Proprietary LP, Inc.
TB Proprietary, L.P.
First Brandywine LLC I
First Brandywine LLC II
First Brandywine Partners, L.P.
Rose Hollow Crossing Associates
Schedule VI of Additional Registrants
Exact Name of Registrant as Specified in its Charter
Toll Realty Holdings Corp. I
Toll Realty Holdings Corp. II
Schedule VII of Additional Registrants
Exact Name of Registrant as Specified in its Charter
Toll Realty Holdings Corp. III
Toll Brothers Realty Michigan II LLC
II-52
Schedule VIII of Additional Registrants
Exact Name of Registrant as Specified in its Charter
Belmont Country Club I LLC
Belmont Country Club II LLC
Schedule IX of Additional Registrants
Exact Name of Registrant as Specified in its Charter
Brier Creek Country Club I LLC
Brier Creek Country Club II LLC
Schedule X of Additional Registrants
Exact Name of Registrant as Specified in its Charter
Golf I Country Club Estates at Moorpark LLC
Golf II Country Club Estates at Moorpark LLC
Schedule XI of Additional Registrants
Exact Name of Registrant as Specified in its Charter
Mountain View Country Club I LLC
Mountain View Country Club II LLC
Schedule XII of Additional Registrants
Exact Name of Registrant as Specified in its Charter
Toll NH Limited Partnership
Toll NH GP Corp.
Schedule XIII of Additional Registrants
Exact Name of Registrant as Specified in its Charter
ELB Investments I LLC
ELB Investments II LLC
II-53
Schedule XIV of Additional Registrants
Exact Name of Registrant as Specified in its Charter
FC Investments I LLC
FC Investments II LLC
Schedule XV of Additional Registrants
Exact Name of Registrant as Specified in its Charter
Toll Management AZ Corp.
Toll Management VA Corp.
C.B.A.Z. Holding Company LLC
Schedule XVI of Additional Registrants
Exact Name of Registrant as Specified in its Charter
Dominion Valley Country Club I LLC
Dominion Valley Country Club II LLC
Schedule XVII of Additional Registrants
Exact Name of Registrant as Specified in its Charter
The Regency Golf Club I LLC
The Regency Golf Club II LLC
II-54
Index To Exhibits
================================================================================
4.1 Indenture dated as of November 22, 2002 between Toll
Brothers Finance Corp., as issuer, Toll Brothers, Inc. as
guarantor, and Bank One Trust Company, as Trustee, including
form of guarantee, is hereby incorporated by reference to
Exhibit 4.1 of the Toll Brothers, Inc.'s Form 8-K filed with
the Securities and Exchange Commission on November 27, 2002.
4.2 Authorizing Resolutions, dated as of November 15, 2002,
relating to $300,000,000 principal amount of 6.875% Senior
Notes of Toll Brothers Finance Corp. due 2012, guaranteed on
a senior basis by the Toll Brothers, Inc. and other
subsidiaries of Toll Brothers, Inc. is hereby incorporated
by reference to Exhibit 4.2 of Toll Brothers Inc.'s Form 8-K
filed with the Securities and Exchange Commission on
November 27, 2002.
4.3 Registration Rights Agreement dated as of November 22, 2002
by and among Toll Brothers Finance Corp. and Toll Brothers,
Inc. and Salomon Smith Barney Inc., Banc of America
Securities LLC and Banc One Capital Markets, Inc., as the
Initial Purchase Representatives is hereby incorporated by
Reference to Exhibit 4.3 of Toll Brothers, Inc,'s Form 10-Q
for the quarter ended January 31, 2003.
5.1*+ Form of opinion of Wolf, Block, Schorr and Solis-Cohen LLP,
Philadelphia, Pennsylvania.
5.2*+ Form of opinion of Kenneth J. Gary, Esquire, Senior Vice
President and General Counsel of Toll Brothers, Inc.
10.1 Purchase Agreement dated November 15, 2002 by and among,
Toll Brothers Finance Corp. and Toll Brothers, Inc. and
Salomon Smith Barney Inc., Banc of America Securities LLC
and Banc One Capital Markets, Inc., as the Initial Purchase
Representatives is hereby incorporated by reference to
Exhibit 10.1 of Toll Brothers, Inc.'s Form 10-Q for the
quarter ended January 31, 2003.
10.2 Amended and Restated Credit Agreement by and among First
Huntingdon Finance Corp., Toll Brothers, Inc. and the
lenders which are parties thereto dated May 18, 2001, is
hereby incorporated by reference to Exhibit 10.3 of Toll
Brothers, Inc.'s Form 10-Q for the quarter ended April 30,
2001.
12* Statement Regarding Computation of Ratio of Earnings to
Fixed Charges.
21 Subsidiaries of Toll Brothers, Inc. is hereby incorporated
by reference to Exhibit 21 of Toll Brothers, Inc.'s Form
10-K for the year ended October 31, 2002.
23.1 Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included
as part of Exhibit 5.1).
23.2 Consent of Kenneth J. Gary, Esquire (included as part of
Exhibit 5.2).
23.3* Consent of Independent Auditors.
24* Power of Attorney (included in signature pages hereto).
25* Statement of Eligibility and Qualification on Form T-1 of
Bank One Trust Company, National Association, as trustee of
the 6.875% Senior Notes Due 2012 of Toll Brothers Finance
Corp.
99.1** Form of Letter of Transmittal.
99.2** Form of Notice of Guaranteed Delivery.
99.3** Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
99.4** Form of Letter to DTC Participants.
99.5** Form of Letter to Beneficial Holders.
99.6** Form of Exchange Agent Agreement.
* Filed herewith
+ This exhibit, as signed, will be filed by pre-effective amendment.
**To be filed by pre-effective amendment.