EXHIBIT 99.5
FORM OF LETTER TO BENEFICIAL HOLDERS REGARDING THE OFFER TO EXCHANGE
ANY AND ALL OUTSTANDING 4.95% SENIOR NOTES DUE 2014 FOR
4.95% SENIOR NOTES DUE 2014
OF
TOLL BROTHERS FINANCE CORP.
PURSUANT TO THE PROSPECTUS DATED ________, 2004
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_______________, 2004 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 TENDERS MAY BE WITHDRAWN AT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.
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______________, 2004
To Our Clients:
Enclosed for your consideration is the prospectus dated __________,
2004 and the accompanying Letter of Transmittal (the "Letter of Transmittal")
that together constitute the offer (the "Exchange Offer") by Toll Brothers
Finance Corp. (the "Company"), to exchange new 4.95% Senior Notes due 2014
("Exchange Notes") that have been registered under the Securities Act of 1933,
as amended (the "Securities Act"), for all of its outstanding 4.95% Senior Notes
due 2014 (the "Old Notes"), upon the terms and subject to the conditions set
forth in the prospectus. The prospectus and the Letter of Transmittal more fully
describe the Exchange Offer. Capitalized terms used but not defined herein have
the respective meanings ascribed to them in the prospectus.
To participate in the Exchange Offer, persons in whose names Old Notes
are registered on the books of the registrar ("Registered Holders") must either:
- cause to be delivered to J.P. Morgan Trust Company, National
Association (the "Exchange Agent"), at the address set forth in
the Letter of Transmittal, Old Notes in proper form for transfer,
together with a properly executed Letter of Transmittal; or
- cause a DTC Participant to tender such holder's Old Notes to the
Exchange Agent's account maintained at the Depository Trust
Company ("DTC") for the benefit of the Exchange Agent through the
DTC's Automated Tender Offer Program ("ATOP"), including
transmission of an agent's message in which the Registered Holder
acknowledges and agrees to be bound by the terms of the Letter of
Transmittal.
By complying with DTC's ATOP procedures with respect to the Exchange
Offer, the DTC Participant confirms on behalf of itself and the beneficial
owners of tendered Old Notes all provisions of the Letter of Transmittal
applicable to it and such beneficial owners as fully as if it completed,
executed and returned the Letter of Transmittal to the Exchange Agent.
We are the holder of Old Notes held for your account. A TENDER OF SUCH
OLD NOTES CAN BE MADE ONLY BY US AS THE HOLDER FOR YOUR ACCOUNT AND PURSUANT TO
YOUR INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
YOUR INFORMATION ONLY AND CANNOT BE USED TO TENDER OLD NOTES.
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We request instructions as to whether you wish to tender any or all of
the Old Notes held by us for your account, pursuant to the terms and subject to
the conditions set forth in the prospectus and the Letter of Transmittal.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender your Old Notes on your behalf in accordance with
the provisions of the prospectus and the Letter of Transmittal. THE EXCHANGE
OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _______________, 2004,
UNLESS EXTENDED BY THE COMPANY. Old Notes properly tendered may be withdrawn at
any time prior to the Expiration Date.
The Exchange Offer is not conditioned upon any minimum number of Old
Notes being tendered.
Pursuant to the Letter of Transmittal, each holder of Old Notes must
represent to the Company that:
- the Exchange Notes to be acquired by such holder pursuant to the
Exchange Offer are being acquired in the ordinary course of
business of the holder;
- such 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;
- such holder is not an "affiliate," as defined under Rule 405 of
the Securities Act, of Toll Brothers, Inc. and its subsidiaries;
- such holder acknowledges that any person who is a broker-dealer
registered under the Securities Exchange Act of 1934, as amended,
or who tenders Old Notes in the Exchange Offer for the purpose of
participating in a distribution of the Exchange Notes must comply
with the registration and prospectus delivery requirements of the
Securities Act in connection with any secondary resale
transaction and cannot rely on the position of the staff of the
Securities and Exchange Commission enunciated in its series of
interpretive "no-action" letters with respect to exchange offers;
- if the holder is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Old Notes, it must represent
that the Old Notes to be exchanged for Exchange Notes were
acquired as a result of market-making activities or other trading
activities and must acknowledge that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with
any resale of Exchange Notes received in respect of such Old
Notes pursuant to the Exchange Offer; however, by so
acknowledging and by delivering a prospectus, the holder will not
be deemed to admit that it is an "underwriter" within the meaning
of the Securities Act; and
- if the holder is not a broker-dealer, it must represent that it
is not engaged in, and does not intend to engage in, a
distribution of Exchange Notes.
The enclosed "Instruction to Registered Holder or DTC Participant from
Beneficial Owner" form contains an authorization by you, as the beneficial owner
of Old Notes, for us to make the foregoing representations on your behalf.
We urge you to read the enclosed Letter of Transmittal in conjunction
with the Exchange Offer carefully before instructing us to tender your Old
Notes.
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Your attention is directed to the following:
1. The Exchange Offer is described in and subject to the terms and
conditions set forth in the prospectus dated ______________, 2004.
2. Subject to the terms and conditions of the Exchange Offer, the
Company will accept for exchange on the Expiration Date all Old Notes properly
tendered and will issue Exchange Notes promptly after such acceptance.
3. If you desire to tender any Old Notes pursuant to the Exchange
Offer, we must receive your instructions in ample time to permit us to effect a
tender of the Old Notes on your behalf prior to the Expiration Date.
4. Any brokerage fees, commissions or transfer taxes will be borne by
the Company, except as otherwise provided in Instruction 7 of the Letter of
Transmittal.
If you wish to tender any or all of the Old Notes held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form attached hereto. If you authorize the tender of your
Old Notes, all such Old Notes will be tendered unless otherwise specified on the
instruction form. Your instructions should be forwarded to us in ample time to
permit us to submit a tender on your behalf on or prior to the Expiration Date.
The specimen Letter of Transmittal is furnished to you for your information only
and cannot be used by you to tender Old Notes held by us for your account.
The Company is not aware of any jurisdiction in which the making of the
Exchange Offer or the tender of Old Notes in connection therewith would not be
in compliance with the laws of such jurisdiction. If the Company becomes aware
of any jurisdiction in which the making of the Exchange Offer would not be in
compliance with such laws, the Company will make a good faith effort to comply
with any such laws or seek to have such laws declared inapplicable to the
Exchange Offer. If, after such good faith effort, the Company cannot comply with
any such laws, the Exchange Offer will not be made to the Registered Holders
residing in such jurisdiction.
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INSTRUCTIONS TO REGISTERED HOLDER OR DTC PARTICIPANT FROM
BENEFICIAL OWNER OF
4.95% SENIOR NOTES DUE 2014
OF
TOLL BROTHERS FINANCE CORP.
The undersigned hereby acknowledges receipt of the prospectus dated
__________, 2004 of Toll Brothers Finance Corp. (the "Company") and the
accompanying Letter of Transmittal, that together constitute the Company's offer
(the "Exchange Offer").
This will instruct you, the registered holder, as to the action to be
taken by you relating to the Exchange Offer with respect to the 4.95% Senior
Notes due 2014 (the "Old Notes") held by you for the account of the undersigned,
on the terms and subject to the conditions in the prospectus and Letter of
Transmittal.
The aggregate face amount of the Old Notes held by you for the account
of the undersigned is (fill in the amount):
$______________ of the Old Notes.
With respect to the Exchange Offer, the undersigned hereby instructs
you (check appropriate box):
/ / To TENDER the following Old Notes held by you for the account
of the undersigned (insert principal amount of Old Notes to be
tendered, if any):
$______________ of the Old Notes.
/ / NOT to TENDER any Old Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Old Notes held by you
for the account of the undersigned, it is understood that you are authorized:
- to make, on behalf of the undersigned (and the undersigned, by its
signature below, hereby makes to you), the representations and
warranties contained in the Letter of Transmittal that are to be made
with respect to the undersigned as a beneficial owner of the Old
Notes, including but not limited to the representations that:
- the undersigned is acquiring the Exchange Notes in
the ordinary course of business of the undersigned;
- the undersigned 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;
- the undersigned is not an "affiliate," as defined under Rule 405 of
the Securities Act of 1933, as amended (the "Securities Act"), of
Toll Brothers, Inc. and its subsidiaries;
- the undersigned acknowledges that any person who is a broker-dealer
registered under the Securities Exchange Act of 1934, as amended, or
is participating in the Exchange Offer for the purpose of
distributing the Exchange Notes must comply with the registration and
prospectus delivery requirements of the Securities Act, in connection
with a secondary resale transaction of the Exchange Notes acquired by
such person and cannot rely on the position of the staff of the
Securities and Exchange Commission enunciated in its series of
interpretative no-action letters with respect to exchange offers;
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- if the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Old Notes, it represents
that the Old Notes to be exchanged for the Exchange Notes were
acquired by it as a result of market-making activities or other
trading activities and acknowledges that it will deliver a prospectus
in connection with any resale of such Exchange Notes; however, by so
acknowledging and by delivering a prospectus, the undersigned will
not be deemed to admit that it is an "underwriter" within the meaning
of the Securities Act; and'
- if the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a
distribution of the Exchange Notes; and
- to agree, on behalf of the undersigned, as set forth in the
Letter of Transmittal; and
- to take such other action as necessary under the prospectus or the
Letter of Transmittal to effect the valid tender of Old Notes.
SIGN HERE
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Name of Beneficial Owner(s):____________________________________________________
________________________________________________________________________________
Signature(s):___________________________________________________________________
Name(s) (please print):_________________________________________________________
________________________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
Telephone Number(s):____________________________________________________________
________________________________________________________________________________
Taxpayer Identification or Social Security Number(s):___________________________
________________________________________________________________________________
Date: __________________________________________________________________________
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