EXHIBIT 99.2
FORM OF NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO TENDER OF
ANY AND ALL OUTSTANDING 5.95% SENIOR NOTES DUE 2013
IN EXCHANGE FOR
5.95% SENIOR NOTES DUE 2013
OF
TOLL BROTHERS FINANCE CORP.
PURSUANT TO THE PROSPECTUS DATED ___________, 2003
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
____________, 2003, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE
EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT
ANY TIME PRIOR TO THE EXPIRATION DATE.
THE EXCHANGE AGENT IS:
BANK ONE TRUST COMPANY, NA
BY REGISTERED OR FACSIMILE TRANSACTIONS: BY HAND OR OVERNIGHT DELIVERY:
CERTIFIED MAIL: (Eligible Institutions Only) Bank One Trust Company, NA
Bank One Trust Company, NA (614) 248-9987 1111 Polaris Parkway,
1111 Polaris Parkway, Suite N1-OH1-0184
Suite N1-OH1-0184 TO CONFIRM BY TELEPHONE Columbus, Ohio 43240
\Columbus, Ohio 43240 OR FOR INFORMATION CALL: Attn: Exchanges
Attn: Exchanges (800) 346-5153
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE
VALID DELIVERY.
As set forth in the prospectus dated ___________, 2003 of Toll Brothers
Finance Corp. (the "Company") and in the accompanying Letter of Transmittal and
instructions thereto (the "Letter of Transmittal"), this form or one
substantially equivalent hereto must be used to accept the Company's offer (the
"Exchange Offer") to exchange new 5.95% Senior Notes due 2013 ("Exchange Notes")
that have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for all of its outstanding 5.95% Senior Notes due 2013 (the
"Old Notes") if the Letter of Transmittal or any other documents required
thereby cannot be delivered to the exchange agent, or Old Notes cannot be
delivered or if the procedures for book-entry transfer cannot be completed prior
to the Expiration Date. This form may be delivered by an Eligible Institution
(as defined in the prospectus) by mail or hand delivery or transmitted, via
facsimile, to the exchange agent as set forth above. Capitalized terms used but
not defined herein shall have the meaning given to them in the prospectus.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON
THE LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE
INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST
APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and
subject to the conditions set forth in the prospectus and the related Letter of
Transmittal (receipt of which is hereby acknowledged), the principal amount of
Old Notes specified below pursuant to the guaranteed delivery procedures set
forth in the prospectus and in Instruction 2 of the Letter of Transmittal. By so
tendering, the undersigned does hereby make, at and as of the date hereof, the
representations and warranties of a tendering holder of Old Notes set forth in
the Letter of Transmittal.
The undersigned understands that tenders of Old Notes may be withdrawn
if the exchange agent receives at one of its addresses specified on the cover of
this Notice of Guaranteed Delivery, not later than 5:00 p.m., New York City time
on the Expiration Date, a facsimile transmission or letter setting forth the
name of the holder, the aggregate principal amount of Old Notes the holder
delivered for exchange, the certificate number(s) (if any) of the Old Notes and
a statement that such holder is withdrawing his election to have such Old Notes
or any portion thereof exchanged, in accordance with the procedures set forth in
the prospectus.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
PLEASE SIGN AND COMPLETE
Signature(s) of registered holder(s)or Date: _________________________________
Authorized Signatory: Address _______________________________
______________________________________ Area Code and Telephone No.____________
Name(s) of registered holder(s):______ If Old Notes will be delivered by
______________________________________ book-entry transfer, check trust company
______________________________________ below:
Principal Amount of Old Notes Tendered: / / The Depository Trust Company
______________________________________
______________________________________
______________________________________
Certificate No.(s) of Old Notes (if Depository Account No._________________
available):
______________________________________
______________________________________
______________________________________
DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE
EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of the Old Notes exactly as their name(s) appear on certificate(s) for
the Old Notes or, if tendered by a participant in one of the book-entry transfer
facilities, exactly as such participant's name appears on a security position
listing as the owner of Old Notes, or by person(s) authorized to become
registered holder(s) by endorsements and documents transmitted with this Notice
of Guaranteed Delivery. If the signature above is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, such person must provide the following
information:
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): ______________________________________________________________________
_______________________________________________________________________________
Capacity: _____________________________________________________________________
Address(es): __________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in the Security Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Program or
the Stock Exchange Medallion Program (each, an "Eligible Institution"), hereby
(i) represents that the above-named persons are deemed to own the Old Notes
tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended ("Rule 14e-4"), (ii) represents that
such tender of Old Notes complies with Rule 14e-4 and (iii) guarantees that the
Old Notes tendered hereby in proper form for transfer or confirmation of
book-entry transfer of such Old Notes into the exchange agent's account at the
book-entry transfer facility, in each case together with a properly completed
and duly executed Letter of Transmittal (or manually signed facsimile thereof)
with any required signature guarantees and any other documents required by the
Letter of Transmittal, will be received by the exchange agent at its address set
forth above within three business days after the date of execution hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the exchange agent and must deliver the Letter of Transmittal and
Old Notes to the exchange agent within the time period shown herein. Failure to
do so could result in a financial loss to such Eligible Institution.
Name of Firm: ________________________________________________
______________________________________________________________
Authorized Signature: ________________________________________
Title: _______________________________________________________
Address: _____________________________________________________
______________________________________________________________
(Zip Code)
Area Code and Telephone Number: ______________________________