UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 3, 2005
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Toll Brothers, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-09186 23-2416878
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
250 Gibraltar Road 19044
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 938-8000
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3103 Philmont Avenue Huntingdon Valley PA 19006
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
CONSULTING AND NON-COMPETITION AGREEMENT
On February 3, 2005, Toll Brothers, Inc. (the "Company") and Mr. Bruce E. Toll
executed and an Advisory and Non-Competition Agreement (the "Agreement")
effective November 1, 2004 to replace an agreement which expired on October 31,
2004. The Agreement provides, among other things, that (a) the Company will
employ Mr. Toll as Special Advisor to the Chairman for a period of three years
at compensation of $675,000 per year, (b) he will be paid 675,000 for each of
three years following the term (or termination) of the Agreement so long as he
does not violate certain non-competition and other provisions, and (c) he will
be entitled to group health insurance of the type and amount currently being
provided to Company executives. The foregoing description is qualified in its
entirety by reference to the provisions of the Agreement, a copy of which is
attached as Exhibit 10.1 to this Current Report on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed as part of this Current Report on Form
8-K:
EXHIBIT
NO. DESCRIPTION
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10.1 Advisory and Non-Competition Agreement effective as
of November 1, 2004 between the Registrant and Bruce
E. Toll.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TOLL BROTHERS, INC.
Dated: February 4, 2005 By: Joseph R. Sicree
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Joseph R. Sicree
Vice President, Chief
Accounting Officer
EXHIBIT INDEX
The following exhibit is filed as part of this Current Report on Form
8-K:
EXHIBIT
NO. DESCRIPTION
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10.1* Advisory and Non-Competition Agreement effective as
of November 1, 2004 between the Registrant and Bruce
E. Toll.
* Filed electronically herewith.